TCR_Public/100520.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, May 20, 2010, Vol. 14, No. 138

                            Headlines

439 OGDEN: Case Summary & 5 Largest Unsecured Creditors
AAA IMPORTS: Case Summary & 20 Largest Unsecured Creditors
ACUMENT GLOBAL: Moody's Hikes Sr. Secured Term Loan to B3
ACCREDITED HOME: Plan Exclusivity Extended to June 7 on Interim
ADELPHIA COMMUNICATIONS: Trust Wants to Pursue Fraud Case

AEROBICS INC.: Case Summary & 20 Largest Unsecured Creditors
AIRTRAN HOLDINGS: Reaffirms Second Quarter 2010 Guidance
ALFREDO SANCHEZ: Case Summary & 20 Largest Unsecured Creditors
ALMATIS BV: Proposes Gibson Dunn as Bankruptcy Counsel
ALMATIS BV: Proposes Ernst & Young as Tax Adviser

ALMATIS BV: Proposes Moelis as Investment Banker
ALMATIS BV: Proposes Close Brothers as Financial Adviser
ALVIN WHITE: Case Summary & 16 Largest Unsecured Creditors
AMERICAN INT'L: Files Institutional Investment Manager's Report
AMERICAN INT'L: May Subscribe for Prudential Sub. Debt Securities

AMERICAN INT'L: Chartis Obtains $425-Mil. of Reinsurance Coverage
AMERICAN INT'L: Reports Results of May 12 Shareholders' Meeting
AMIDEE CAPITAL: Can Use Prepetition Lenders' Cash until August 31
AMIDEE CAPITAL: Wants Until August 16 to File a Chapter 11 Plan
AMIDEE CAPITAL: Gets Court OK to Sell Property in Houston Texas

ANTHONY MILANO: Case Summary & 10 Largest Unsecured Creditors
ANTHONY SCARCELLA: Case Summary & 20 Largest Unsecured Creditors
ARIZONA CHEMICAL: S&P Puts 'B' Corporate on Creditwatch Positive
ATLANTIC MARINE: S&P Places 'B+' Corp. on Watch Positive
AXESSTEL INC: Posts Lower Net Loss of $1.4 Million in Q1 2010

BANK OF NORTH GEORGIA: S&P Holds 'BB+/B' Ratings on 7 Bond Issues
BEACH FIRST NAT'L: Files Petition for Chapter 7 Liquidation
BEAZER HOMES: Board Awards Options, Rest. Shares to 4 Execs
BEAZER HOMES: Closes Offering of Shares & Tangible Equity Units
BOSQUE POWER: Files Schedules of Assets and Liabilities

BOSQUE POWER: Files Schedules of Assets and Liabilities
BRETT JARRELL: Case Summary & 10 Largest Unsecured Creditors
BRETT NELSON: Case Summary & 20 Largest Unsecured Creditors
BUCYRUS INTERNATIONAL: Moody's Affirms Ba2 CFR & PDR
CAPELLA HEALTHCARE: S&P Assigns 'B' Rating on $500MM Notes

CARIAN MANAGEMENT: Case Summary & 3 Largest Unsecured Creditors
CCS MEDICAL: Moody's Assigns Caa2 Rating to $50MM PIK Term Loan
CENTAUR LLC: Colorado Unit Files Schedules of Assets and Debts
CHEMTURA CORP: Allowed to Pay Up to $19 Million in Bonuses
CHESAPEAKE ENERGY: Fitch Affirms IDR at BB; Outlook Stable

CHEYENNE TENNYSON: Case Summary & 15 Largest Unsecured Creditors
CHIPPEWA COUNTY: S&P Lowers Long-Term Rating to 'BB' From 'BB+'
CINCINNATI BELL: Makes Presentation Regarding CyrusOne Purchase
CINCINNATI BELL: Reports $22.8-Mil. Net Income for March 31 Qtr
CIRCUIT CITY: Ex-Workers File Proposed $14.2MM Settlement Claims

CITGO PETROLEUM: S&P Affirms 'BB-' Corporate Credit Rating
CLIFFORD WOERNER: Case Summary & 20 Largest Unsecured Creditors
COHR HOLDINGS: S&P Withdraws Junk Rating on Corporate Credit
COLORADO ALTITUDE: Case Summary & 20 Largest Unsecured Creditors
COLUMBUS BANK: S&P Holds 'BB+/B' Ratings on 21 Bond Issues

COMMERCIAL 172: Case Summary & 20 Largest Unsecured Creditors
COMVEST LTD: Wants Court to Convert Case to Chapter 7 Liquidation
CONSERVANCY LAND: Case Summary & 6 Largest Unsecured Creditors
COPPER KING: Files Petition for Protection Under Chapter 11
DAVID LEE: Case Summary & 16 Largest Unsecured Creditors

DELTA AIR: Judge Rules in Favor of Delta on Mesa Contract
DESERT CAPITAL: Posts $3.6 Million Net Loss in Q1 Ended March 31
DIXIE PELLETS: Court Approves Sale of Various Assets
DONALD PERRY: Case Summary & 19 Largest Unsecured Creditors
DONEYN BOURKE: Voluntary Chapter 11 Case Summary

DOROTHY HEYMANN: Case Summary & 11 Largest Unsecured Creditors
EL FORIDITA: Case Summary & 21 Largest Unsecured Creditors
ELBEA MALONE: Voluntary Chapter 11 Case Summary
ERNEST CHIPIAN: Voluntary Chapter 11 Case Summary
FILENE'S BASEMENT: To Settle Fendi Trademark Claims for $2.5-Mil.

FIRST COMMERCIAL BANK: S&P Holds 'BB+/B' Ratings on 2 Bond Issues
FIRSTMERIT CORP: Fitch Affirms Individual Rating at 'B'
FORD MOTOR: Moody's Upgrades CFR and PDR to B1 from B2
FOUNTAIN SQUARE II: Voluntary Chapter 11 Case Summary
GENERAL GROWTH: Hearing on Oakwood Entities' Plan Today

GENERAL GROWTH: Amends Investment Agreement with Brookfield
GENERAL GROWTH: Files Form 10-Q for March 31 Quarter
GENERAL MOTORS: Liability Claimants File Appeal Over GM Sale
GENMAR HOLDINGS: Wants Wells Fargo Loan Extended Until June 4
GEORGE STOVER: Voluntary Chapter 11 Case Summary

GLENN JONAS: Case Summary & 20 Largest Unsecured Creditors
GREGORY MCCARRY: Case Summary & 7 Largest Unsecured Creditors
GULF FLEET HOLDINGS: Case Summary & 20 Largest Unsecured Creditors
GULF COAST FLATS: Case Summary & 20 Largest Unsecured Creditors
HABERSHAM BANCORP: Posts $2.5 Million Net Loss in Q1 2010

HARVEST OAKS: Hearing on Further Cash Collateral Set for May 26
HERMAN KEMP: Case Summary & 10 Largest Unsecured Creditors
HILO PROPERTIES: Voluntary Chapter 11 Case Summary
HORIZON LINES: Moody's Downgrades CFR and PDR to Caa1 from B3
HORNE INTERNATIONAL: Posts $548,000 Net Loss in Q1 Ended March 31

HYDROGENICS CORP: Posts $3.6 Million Net Loss in Q1 Ended March 31
I-SONALMA, L.L.C.: Voluntary Chapter 11 Case Summary
IKARIA INC: S&P Affirms 'B+' Corporate Credit Rating
INNOPHOS INC: S&P Raises Corp. Credit Rating to 'BB-'
INSTITUTE OF TRAD'L JUDAISM: Voluntary Chapter 11 Case Summary

INTERDENT SERVICE: Moody's Affirms Caa2 Probability of Default
INVENTIV HEALTH: S&P Puts 'BB-' Sr. Secured Debt on CreditWatch
JASON DAVIS: Case Summary & Largest Unsecured Creditor
JC PENNEY: Moody's Affirms Ba1 Rating for $400MM Unsecured Notes
JC PENNEY: S&P Affirms 'BB+' Corporate Credit Rating

JAMESTOWN, LLC: Case Summary & Largest Unsecured Creditors
JEFFRY KOBOW: Case Summary & 12 Largest Unsecured Creditors
JERRY MCWILLIS: BofA Files Competing Plan of Reorganization
JNL FUNDING: Case Summary & 20 Largest Unsecured Creditors
JONES ENTERPRISES: Voluntary Chapter 11 Case Summary

JOSEPH FORGIONE: Voluntary Chapter 11 Case Summary
KEVIN SPENCE: Case Summary & 12 Largest Unsecured Creditors
KRATON PERFORMANCE: Moody's Raises CFR to B1; Outlook Stable
L-3 COMMUNICATIONS: Moody's Hikes Sr. Sub. Notes to Ba1 From Ba2
LAS VEGAS GAMING: Piercy Bowler Raises Going Concern Doubt

LAS VEGAS GAMING: Filing of March 31 Form 10-Q to be Delayed
LR HOMES: Case Summary & 9 Largest Unsecured Creditors
LUISETTE COLON: Case Summary & 4 Largest Unsecured Creditors
MARIA RAVENA: Case Summary & 9 Largest Unsecured Creditors
MAUI LAND: Incurs Net Loss of $2.7 Million in Q1 Ended March 31

MARIA NATIVIDAD: Case Summary & 7 Largest Unsecured Creditors
MAXIMUM DEVELOPERS: Unauthorized Lien Release Ineffective
MCCLATCHY COMPANY: Re-elects 12 Directors to One-Year Terms
MCSTAIN ENTERPRISES: Emerges From Chapter 11 Protection
MERUELO MADDUX: Ch. 11 Plan Draws Criticism From Lenders

MESA AIR: Judge Rules in Favor of Delta on Mesa Contract
METRO HEALTH: Fitch Withdraws B+ Rating on Revenue Bonds
MID-ATLANTIC COMM: Case Summary & 29 Largest Unsecured Creditors
MILO 801: Case Summary & 3 Largest Unsecured Creditors
MOMENTIVE PERFORMANCE: Moody's Affirms CFR at Caa1; Outlook Stable

MRG, INC: Case Summary & 12 Largest Unsecured Creditors
NES RENTALS: Moody's Holds Junk Ratings & Puts Outlook as Stable
NICHOLS SECURITY: Voluntary Chapter 11 Case Summary
NORANDA ALUMINUM: Moody's Raises CFR and PDR to B2
ORE PHARMACEUTICAL: Posts $1.1 Million Net Loss in Q1 2010

PACIFIC FIRST: Voluntary Chapter11 Case Summary
PALMER PROPERTIES: Case Summary & 20 Largest Unsecured Creditors
PARKS AMERICA: Posts $302,067 Net Loss in Q1 Ended March 28
PARMALAT SPA: District Court OKs Settlement of Investors' Suit
PARMALAT SPA: EUR1-Bil. PCF Claim Settlement Becomes Final

PEARLVILLE L.P.: Case Summary & 20 Largest Unsecured Creditors
PETROHUNTER ENERGY: Posts $2.1-Mil. Net Loss in Q2 Ended March 31
PIONEER VILLAGE: Case Summary & 20 Largest Unsecured Creditors
QTC MANAGEMENT: S&P Withdraws 'B' Corporate Credit Rating
QUESTAR MARKET: Moody's Says CFR Downgrade Likely After Spin-off

QWEST COMMUNICATIONS: Bid to Split Chairman, CEO Roles Rejected
R & D DEVELOPMENT: Case Summary & 9 Largest Unsecured Creditors
R&G FINANCIAL: Voluntary Chapter 11 Case Summary
REFCO INC: Court OKs Chapter 7 Trustee's Attorneys Fees
REFCO INC: Submits Post-Confirmation Report for 1st Quarter

RHINO AUTO: Case Summary & 20 Largest Unsecured Creditors
RICHARD RUSSELL: Case Summary & 20 Largest Unsecured Creditors
RLD INVESTMENT: Case Summary & 3 Largest Unsecured Creditors
ROBERT LOCKWOOD: Voluntary Chapter 11 Case Summary
ROBERT STRICKLAND: Voluntary Chapter 11 Case Summary

ROCK & REPUBLIC: Selects R. Spielberg as Chief Operating Officer
RUSTICK LLC: Case Summary & 20 Largest Unsecured Creditors
SFK PULP FUND: S&P Puts 'CCC+' Corp. Credit Rating on CreditWatch
SHIW ENTERPRISES: Case Summary & 6 Largest Unsecured Creditors
SIMPLE SOLAR: Voluntary Chapter 11 Case Summary

SMART PARTS: Case Summary & 19 Largest Unsecured Creditors
SMURFIT-STONE: Parties File Trial Briefs on Disputed Plan
SMURFIT-STONE: CCAA Court Approves Plan of Reorganization
SMURFIT-STONE: Plan to Be Effective by July 15, Monitor Says
SMURFIT-STONE: Time to Remove Civil Actions Extended to Aug. 19

SOOKYUNG CHANG: Case Summary & 3 Largest Unsecured Creditors
SOUTH FINANCIAL: Fitch Puts Long-Term IDR at CC on Positive Watch
SOUTHERN REGIONAL: Moody's Cuts Bond Rating to Ba1; Outlook Neg.
SOUTHERN TURBINES: Voluntary Chapter 11 Case Summary
SOUTHGROUP PROPERTIES: Case Summary & 12 Largest Unsec Creditors

SPANSION INC: Registers 6,580,240 Class A Shares with SEC
STANDARD PACIFIC: Reports $2,069,000 Net Loss for March 31 Qtr
STANDARD PACIFIC: Stockholders Reject Carbon Emissions Goals
STEPHANIE OTT: Case Summary & 16 Largest Unsecured Creditors
STIR MOON: Voluntary Chapter 11 Case Summary

STORY BUILDING: Case Summary & 7 Largest Unsecured Creditors
STERLING ESTATES: Case Summary & 20 Largest Unsecured Creditors
SUBIR MAITRA: Case Summary & 20 Largest Unsecured Creditors
TACO DEL MAR: Can Access Prepetition Lenders' Cash Until August 6
TAYLOR BEAN: Lloyd's Seeks to Rescind Suit Coverage

TELIGENT INC: Wins Bid to Block K&L Gates From Accessing Docs
TEXAS AUSTIN: Case Summary & 16 Largest Unsecured Creditors
TEXAS GRAND: Case Summary & 12 Largest Unsecured Creditors
TIMOTHY HEILMAN: Case Summary & 8 Largest Unsecured Creditors
TLC VISION: MMA Fights Recent Reorganization Plan Confirmation

TOWN SPORTS: Moody's Lowers Senior Discount Notes to Caa1
TRANSOCEAN LTD: Unit Fined $2 Million for Legal Tactics
TRANSPORTATION CORRIDOR: Fitch Holds San Joaquin Hills Revs at BB
TRIAD GUARANTY: Posts $27.8 Million Net Loss in Q1 Ended March 31
TRIBUNE CO: JPMorgan, Creditors Accuse Opponents of Unfair Tactics

TRUSS TECHNOLOGY: Case Summary & 20 Largest Unsecured Creditors
UCI HOLDCO: Moody's Affirms Caa1 CFR & PDR; Outlook Is Stable
UNO RESTAURANT: Plan Confirmation Hearing Scheduled for June 21
US FIDELIS: Has Until May 31 to Use Mepco Finance Cash Collateral
VERENIUM CORP: Annual Stockholders' Meeting Set for June 14

VERENIUM CORP: Syngenta AG Holds 0.9% of Common Stock
VISION ESTATE: Case Summary & Largest Unsecured Creditor
VITALSIGNS HOMECARE: Medicare Provider Number in Dispute
WASHINGTON MUTUAL: Has Proposed FDIC Settlement in Amended Plan
WASHINGTON MUTUAL: Parties Object to Disclosure Statement

WASHINGTON MUTUAL: Proposes Lumbermens Settlement
WESTSIDE DEVELOPMENT: Case Summary & Creditors List
WILLIAM LYON HOMES: Posts $8.5 Million Net Loss for March 31 Qtr
WINSOR MANAGEMENT: Voluntary Chapter 11 Case Summary
XERIUM TECHNOLOGIES: Gets Final Nod to Tap E&Y as Tax Advisor

XERIUM TECHNOLOGIES: Wins OK for Rothschild as Investment Banker
XERIUM TECHNOLOGIES: Wins OK for Smith Anderson as Corp. Counsel
XERIUM TECHNOLOGIES: Wins OK for Cadwalader as Lead Counsel
XERIUM TECHNOLOGIES: Moody's Assigns Ba3 on $80MM Secured Credit

* Moody's: Foreclosures Rising in Many State Housing Loan Programs
* Attorney Eric Fromme Joins Rutan & Tucker, LLP

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


                            ********


439 OGDEN: Case Summary & 5 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: 439 Ogden LLC
        P.O. Box 939254
        Los Angeles, CA 90093

Bankruptcy Case No.: 10-29372

Chapter 11 Petition Date: May 14, 2010

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

Judge: Sheri Bluebond

Debtor's Counsel: Linda M. Blank, Esq.
                  1925 Century Park East #2000
                  Los Angeles, CA 90067
                  Tel: (310) 277-2236
                  Fax: (310) 526-6503
                  E-mail: linda@lmblank.com

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

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

According to the schedules, the Company says that assets total
$1,310,200 while debts total $353,337.

A copy of the Company's list of 5 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/cacb10-29372.pdf

The petition was signed by Gene Sokolovsky, managing member.


AAA IMPORTS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: AAA Imports, Inc.
        Carr. No. 2 Km 27.4
        Bo. Espinosa
        Dorado, PR 00646

Bankruptcy Case No.: 10-04048

Chapter 11 Petition Date: May 13, 2010

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

Debtor's Counsel: Edgardo Munoz, Esq.
                  Edgardo Munoz, PSC
                  P.O. Box 360971
                  San Juan, PR 00936-0971
                  Tel: (787) 524-3888
                  Fax: (787) 524-3888
                  E-mail: emunoz@emunoz.net

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/prb10-04048.pdf

The petition was signed by Orlando Adrovet Molina, president.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Carian Management, Inc.                            05/12/10


ACUMENT GLOBAL: Moody's Hikes Sr. Secured Term Loan to B3
---------------------------------------------------------
Moody's Investors Service upgraded the corporate family rating of
Acument Global Technologies, Inc. to B3 from Caa1 and the senior
secured term loan to B3 from Caa1 to reflect the company's
improving operational performance.  In addition, Moody's has
placed all of Acument's ratings on review for possible further
upgrade.

The B3 CFR reflects the meaningful turnaround in Acument's
operational performance over the past few quarters, the
restoration of credit metrics from their weakened state during
2009 and an adequate liquidity profile, supported by meaningful
cash balances. Acument has effectively implemented broad based
restructuring activities, including headcount reductions, facility
closures, the divestiture of its French operations and the ongoing
reorganization of its German operations through bankruptcy
proceedings, which have led the turnaround in Acument's
profitability since mid-2009.  Acument's reduced fixed cost
infrastructure should enable the company to leverage expected
volume growth driven by improving North American automotive
production volumes and lagging European auto demand as well as a
generally improved North American and Asian manufacturing
landscape over the near term.

The review for possible upgrade has been initiated in response to
Acument's announcement that its parent sponsor, Platinum Equity,
has signed a definitive agreement to sell Acument's Avdel and
Global Electronics and Commercial (GEC) businesses for an
undisclosed sum.  Proceeds are anticipated to be used to repay
outstanding debt.  Moody's expects to conclude the review
following the close of this divestiture and completion of the debt
reduction initiatives.  The review will focus on the post-
divestiture capital structure as well as the impact of the sale on
the remaining businesses.  GEC is believed to offer Acument its
best growth opportunities and provides it with its strongest
operating margins.  Moody's expects that Acument's remaining
operations will offer less product diversification and will be
highly reliant on the North American automotive sector.  Moody's
estimates that the ongoing operations will be roughly two thirds
the size of the preexisting business, based on sales, and will
generate weaker operating profitability and reduced cash flows.

These ratings were upgraded and placed on review for possible
further upgrade:

- Corporate family rating to B3 from Caa1;

- Probability of default rating to B3 from Caa1; and

- Senior secured term loan to B3 (LGD3, 45%) from Caa1 (LGD3,
   48%).

The last rating action was on August 25, 2009, when the CFR was
downgraded to Caa1 from B2.

Acument Global Technologies, Inc., headquartered in Troy,
Michigan, is a global provider of mechanical fastening systems and
value-based fastening solutions, including engineered fastening
systems, fastening installation technology, and inventory
management and application engineering services.


ACCREDITED HOME: Plan Exclusivity Extended to June 7 on Interim
---------------------------------------------------------------
The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware has continued until June 7, 2010, the hearing
on the extension of Accredited Home Lenders Holding Co., et al's
exclusive periods.

The Court extended the Debtors' exclusive periods to file and
solicit acceptances for the proposed Chapter 11 Plan until the
conclusion of the hearing, and July 1, respectively.  Objections,
if any, to the exclusive periods extension are due seven days
prior to the hearing.

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.


ADELPHIA COMMUNICATIONS: Trust Wants to Pursue Fraud Case
---------------------------------------------------------
Bankruptcy Law360 reports that a lawyer representing a recovery
trust for formerly Adelphia Communications Corp. asked an appeals
court Tuesday to allow the trust to proceed with fraud claims
against banks that allegedly contributed to the Company's
collapse, arguing that dismissal of such cases could lead to
longer bankruptcies.

David Friedman of Kasowitz Benson Torres & Friedman LLP argued
before a three-judge panel of the U.S. Court of Appeals for the
Second Circuit on behalf of the Adelphia Recovery, according to
Law360.

                    About Adelphia Communications

Based in Coudersport, Pennsylvania, Adelphia Communications
Corporation (OTC: ADELQ) -- http://www.adelphia.com/-- was a
cable television company.  Adelphia served customers in 30 states
and Puerto Rico, and offers analog and digital video services,
Internet access and other advanced services over its broadband
networks.  The company and its more than 200 affiliates filed for
Chapter 11 protection in the Southern District of New York on June
25, 2002.  Those cases are jointly administered under case number
02-41729.  Willkie Farr & Gallagher represented the Debtors in
their restructuring effort.  PricewaterhouseCoopers served as the
Debtors' financial advisor.  Kasowitz, Benson, Torres & Friedman,
LLP, and Klee, Tuchin, Bogdanoff & Stern LLP represented the
Official Committee of Unsecured Creditors.

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas Managed Entities, are
entities that were previously held or controlled by members of the
Rigas family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision LLC.  The RME Debtors filed for Chapter 11 protection
on March 31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622 through
06-10642).  Their cases were jointly administered under Adelphia
Communications and its debtor-affiliates' Chapter 11 cases.

The Bankruptcy Court confirmed the Debtors' Joint Chapter 11 Plan
of Reorganization on Jan. 5, 2007.  That plan became effective on
Feb. 13, 2007.


AEROBICS INC.: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Aerobics, Inc.
        34 Fairfield Place
        West Caldwell, NJ 07006

Bankruptcy Case No.: 10-24769

Chapter 11 Petition Date: May 13, 2010

Court: United States Bankruptcy Court
       District of New Jersey (Newark)

Judge: Morris Stern

Debtor's Counsel: Stephen Ravin, Esq.
                  Forman Holt Eliades & Ravin
                  80 Route 4 East
                  Paramus, NJ 07652
                  Tel: (201) 845-1000
                  E-mail: sravin@formanlaw.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/njb10-24769.pdf

The petition was signed by Robert Greenfield, chief operating
officer.


AIRTRAN HOLDINGS: Reaffirms Second Quarter 2010 Guidance
--------------------------------------------------------
Management of AirTran Holdings, Inc., on May 18, 2010, conducted a
presentation at AirTran Holdings, Inc.'s 2010 Annual Meeting of
Stockholders.  The Company reaffirmed its second quarter 2010
guidance as previously provided on May 13, 2010.  A full-text copy
of the Annual Meeting presentation is available at no charge at
http://ResearchArchives.com/t/s?6288

Management on May 13, 2010, conducted a presentation at an
Investor Update.  A full-text copy of the presentation is
available at no charge at http://ResearchArchives.com/t/s?6287

The Company disclosed anticipated fuel hedge percentages by
quarter:

          Period                  Hedge %
          ------                  -------
          Q2 2010                   51%
          Q3 2010                   70%
          Q4 2010                   57%
          2010                      56%
          2011                      29%

In April, the Company reported net loss of $12,025,000 for the
three months ended March 31, 2010, from net income of $28,707,000
for the same period in 2009.

At March 31, 2010, the Company had total assets of $2,285,822,000
against total current liabilities of $754,073,000, long-term
capital lease obligations of $15,017,000, long-term debt of
$906,479,000, other liabilities of $110,013,000, deferred income
taxes of $4,206,000, and derivative financial instruments of
$9,349,000, resulting in $486,685,000 in stockholders' equity.

As reported by the Troubled Company Reporter on April 23, 2010,
The Associated Press said AirTran Airways' CEO Robert Fornaro told
investors during a conference call on April 21 that the Company
would consider a combination with another carrier or a smaller
transaction if approached and if such a deal made sense for the
Company and shareholders.  The conference call was held to discuss
AirTran's first-quarter financial results.

According to the AP, Mr. Fornaro said AirTran doesn't plan to
initiate a deal with another airline.  According to the report,
Mr. Fornaro said "if someone took a peek at AirTran, we would
always do our fiduciary duty to look at it and make sure we're
looking out for shareholders."  He also said that, "If we can
benefit and play a role in a transaction, perhaps as a carve-out,
we would certainly take a look at that."

The AP recalls that AirTran made a $78 million hostile takeover
bid for Midwest Airlines in June 2005.  AirTran raised its offer
several times, topping out with an offer worth an estimated $445
million when it was made in August 2007.  Each time, its offer was
rejected.  Midwest ultimately agreed to be sold to private equity
firm TPG Capital for about $450 million, and AirTran has said
repeatedly since then that it was glad it didn't succeed in its
bid.

                      About AirTran Holdings

Headquartered in Orlando Florida, AirTran Holdings Inc. (NYSE:
AAI) -- http://www.airtran.com/-- through its wholly owned
subsidiary, AirTran Airways, Inc., operates scheduled airline
service throughout the United States and to selected international
locations.  As of February 1, 2010, the Company operated 86 Boeing
B717-200 aircraft and 52 Boeing B737-700 aircraft offering
approximately 700 scheduled flights per day to 63 locations in the
United States, including San Juan, Puerto Rico, and to Orangestad,
Aruba, Cancun, Mexico, and Nassau, The Bahamas.

                          *     *     *

As reported by the Troubled Company Reporter on December 28, 2009,
Moody's Investors Service raised its ratings of AirTran Holdings'
corporate family and probability of default ratings each to Caa1
from Caa2.  The 'Caa1' corporate family rating considers the still
high leverage and AirTran's exposure to cyclical risks in the
airline industry.

The airline's carries a corporate credit rating of CCC+/Stable/--
from Standard & Poor's.


ALFREDO SANCHEZ: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Joint Debtors: Alfredo Rodriguez Sanchez
               Vilma Luz Diaz Deynes
               403 Dorado Beach East
               Dorado, PR 090646

Bankruptcy Case No.: 10-04107

Chapter 11 Petition Date: May 14, 2010

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

Debtor's Counsel: Francisco R. Moya Huff, Esq.
                  250 Ponce de Leon Avenue
                  City Towers 7th Floor
                  Hato Rey, PR 00918
                  Tel: (787) 723-0714
                  Fax: (787) 725-3685
                  E-mail: moyahuff55@prtc.net

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/prb10-04107.pdf

The petition was signed by Alfredo Rodriguez Sanchez and Vilma Luz
Diaz Deynes.


ALMATIS BV: Proposes Gibson Dunn as Bankruptcy Counsel
------------------------------------------------------
Almatis B.V. and its affiliated debtors seek authority from the
U.S. Bankruptcy Court for the Southern District of New York to
employ Gibson Dunn & Crutcher LLP as their general bankruptcy and
restructuring counsel effective as of April 30, 2010.

Gibson Dunn is an international law firm with about 1,000
attorneys.  Aside from its U.S.-based offices, the firm also
holds offices in various other countries, including France and the
United Kingdom.

As the Debtors' legal counsel, Gibson Dunn is tasked to:

  (1) advise the Debtors of their rights, powers, and duties
      under Chapter 11 of the Bankruptcy Code;

  (2) prepare court documents and review all financial and other
      reports that will be filed;

  (3) advise the Debtors and assist them in negotiating and
      documenting financing agreements and related transactions;

  (4) review the nature and validity of liens asserted against
      the Debtors' property and advise them concerning the
      enforceability of those liens;

  (5) advise the Debtors regarding their ability to initiate
      actions to collect and recover property for the benefit of
      their estates;

  (6) advise the Debtors in connection with the formulation,
      negotiation, and promulgation of a plan of reorganization
      and related documents;

  (7) advise and assist the Debtors in connection with any
      potential property dispositions;

  (8) advise the Debtors concerning the assumption, assignment
      or rejection of their executory contract and unexpired
      lease;

  (9) commence and conduct litigation to protect the Debtors'
      assets or further the goal of completing their
      reorganization; and

(10) provide corporate, employee benefit, environmental,
      litigation, tax, and other general non-bankruptcy services
      if requested by the Debtors.

Gibson Dunn will be paid for its services on an hourly basis and
will be reimbursed for its expenses.  The firm's professionals who
are expected to provide legal services for the Debtors' benefit
and their hourly rates are:

                          Current           Hourly Rates
  Professionals         Hourly Rates      Starting 05/26/10
  -------------        -------------      -----------------
  Michael Rosenthal        GBP580              GBP650
  Greg Campbell Partner    GBP480              GBP550
  Janet Weiss Partner      GBP545              GBP650
  Matthew Kelsey           GBP405              GBP475
  Solmaz Kraus             GBP315              GBP430
  Jeremy Graves            GBP180              GBP335
  Brian Kim                GBP300              GBP300
  Peter Bach-y-Rita        GBP245              GBP245

In a declaration submitted to the Court, Mr. Rosenthal, Esq., a
partner at Gibson Dunn, assures the Court that his firm does not
hold interest adverse to the Debtors, and is a "disinterested
person" under Section 101(14) of the Bankruptcy Code.

                       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.  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 Ernst & Young as Tax Adviser
-------------------------------------------------
Almatis B.V. and its debtor affiliates seek a Court order
authorizing the employment of Ernst & Young Belastingadviseurs LLP
as their tax adviser effective as of April 30, 2010.

The Debtors want to tap Ernst & Young for tax advisory services in
connection with the implementation of their Chapter 11 plan.  E&Y
will also tasked to resolve the implications of the plan for
countries where the Debtors are located, and provide other
services upon agreement with the Debtors.

In return for its services, the firm will be paid on an hourly
basis and will be reimbursed for its expenses.  The E&Y
professionals expected to render services and their hourly rates
are:

    * E&Y The Netherlands

         Professionals             Hourly Rates
         -------------             ------------
         Hans Grimbergen              EUR795
         Tom Philibert                EUR543
         Sangini Sewmangal            EUR229

    * E&Y The United Kingdom

         Professionals             Hourly Rates
         -------------             ------------
         Reinout Kok                  EUR795

    * E&Y Germany

         Professionals             Hourly Rates
         -------------             ------------
         Ralf Eberhardt               EUR580
         Marco Huder                  EUR340

    * Ernst & Young USA

         Professionals             Hourly Rates
         -------------             ------------
         Charles Lenns                EUR821
         Heather Hudak                EUR645
         Jean Hepner                  EUR585
         Scott Syglowski              EUR581

The Debtors will indemnify E&Y for any claim arising from or in
connection with its employment.  The firm, however, will not be
indemnified for claims stemming from gross negligence, willful
misconduct or breach of its duties.

In a declaration, Hans Grimbergen, a partner at E&Y, assures the
Court that his firm does not have interest adverse to the Debtors'
estates, their creditors and equity security holders; and is a
"disinterested person" as the term is defined under Section
101(14) of the Bankruptcy Code.

                       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.  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 Moelis as Investment Banker
------------------------------------------------
Almatis B.V. and its debtor affiliates seek the Court's authority
to employ Moelis & Company LLC as their investment banker
effective as of April 30, 2010.

Remco de Jong, chief executive officer of Almatis, says Moelis is
qualified for the job since it has extensive experience in the
restructuring of distressed companies.  He adds that the firm is
familiar with the Debtors' business given its prior employment
with the Debtors.

As investment banker to the Debtors, Moelis will be tasked to:

  (1) review and analyze the Debtors' business plans and
      financial projections;

  (2) prepare and provide a written report stating its opinion
      of a valuation range of the Debtors to be used in their
      bankruptcy cases;

  (3) prepare a written liquidation analysis regarding the
      liquidation value of the Debtors and a comparison of
      recoveries to creditors under a potential restructuring
      plan and under a liquidation, and the firm's view
      regarding the feasibility of the plan;

  (4) offer testimony by its managing director or another
      professional acceptable to the Debtors as to such
      valuation, liquidation analysis and feasibility in
      hearings before the Court;

  (5) advise and attend meetings with the Debtors, their
      advisers and other concerned parties; and

  (6) provide general investment banking advice regarding the
      Debtors' bankruptcy cases.

The Debtors intend to pay Moelis a monthly fee of $150,000 for the
first three months after the Petition Date.  If the employment
expires or is terminated prior to the fourth month, the firm will
receive a $150,000 fee for that month.  For the next three months
thereafter, Moelis will not receive a monthly fee.

For the eighth month after April 30, 2010, and for each succeeding
month, Moelis will receive a $150,000 monthly fee until its
employment expires or is terminated.

In addition to payment of fees, the Debtors will indemnify and
reimburse Moelis for its necessary expenses.

Jared Dermont, managing director at Moelis, assures the Court that
his firm does not hold or represent interest adverse to the
Debtors, and is a "disinterested person" under Section 101(14) of
the Bankruptcy Code.

                       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.  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 Close Brothers as Financial Adviser
--------------------------------------------------------
Almatis B.V. and its debtor affiliates ask Judge Glenn for
permission to employ Close Brothers Corporate Finance Limited as
their financial adviser effective as of April 30, 2010.

As financial adviser, Close Brothers will be tasked to provide
these services:

  (1) review the existing debt facility documentation to assess
      the key issues arising from the available restructuring
      options;

  (2) review the budget for the year ending December 31, 2009,
      and assist in preparing the budget presentation to the
      lenders;

  (3) review the business plan for the years ending December 31,
      2010 and 2011;

  (4) assist the Debtors in preparing the financial and
      restructuring model;

  (5) assist the Debtors in negotiating with Alcoa Inc.
      regarding the Alumina Feedstock Supply Agreement dated
      February 27, 2004, to secure a more favorable revised
      agreement;

  (6) assess the impact of any revised Alcoa agreement on the
      budget and the business plan, and assist the Debtors in
      updating the financial and restructuring models;

  (7) advise the Debtors regarding potential restructuring,
      refinancing and financing alternatives, together with the
      analysis of their budget, business plan and restructuring
      model, including recommendations of specific courses of
      action, and prepare a report in presentation format
      summarizing their findings to present to the Board;

  (8) negotiate a standstill agreement with the Debtors'
      lenders as an intermediate stage in implementing any
      restructuring or "amendment transaction;"

  (9) assist the Debtors in the structuring, marketing,
      negotiation and implementation of any restructuring or
      amendment transaction;

(10) negotiate with the Debtors' shareholders, counterparties
      under their senior and junior credit facilities,
      prospective investors, or other parties which may be
      involved in the restructuring or amendment transaction;

(11) assist the Debtors' management in communicating with,
      and presenting to, the Debtors' shareholders, banks,
      prospective investors, and lenders regarding any
      restructuring or amendment transaction;

(12) assist the Debtors in overseeing the management and
      Implementation of the contemplated restructuring or
      amendment transaction;

(13) liaise with Dubai International Capital LLC on its
      preferred strategy in relation to its shareholding in the
      Debtors; and

(14) participate in hearings before the Court and provide
      testimony with respect to the services performed by the
      firm and issues arising in connection with any proposed
      plan of reorganization.

The Debtors will pay Close Brothers an advisory fee of GBP75,000
per month payable in advance on the first day of each month
commencing February 11, 2009, through the termination of the
firm's employment, with the first three monthly retainers offset
against any "restructuring transaction fee."

Upon the consummation of any restructuring transaction, the
Debtors will pay Close Brothers a one-time transaction fee
equivalent to 50 basis points of total financial debt outstanding
immediately prior to the transaction being completed, provided
that the payment of any restructuring transaction fee will negate
Close Brothers' entitlement to any "amendment transaction fee."

Upon the consummation of an amendment transaction, the Debtors
will pay Close Brothers a one-time transaction fee equivalent to
15 basis points of the total financial debt outstanding
immediately prior to the amendment transaction being completed,
provided that the payment of any amendment transaction fee will
negate Close Brothers' entitlement to any restructuring
transaction fee.

The Debtors will also indemnify Close Brothers for any claim
arising from or in connection with its employment.  The firm,
however, will not be indemnified for claims stemming from gross
negligence, willful misconduct or breach of its duties.

Stephen Aulsebrook of Close Brothers assures Judge Glenn that his
firm does not have interest adverse to the interest of the
Debtors' estate, and is a "disinterested person" as the term is
defined under Section 101(14) of the Bankruptcy Code.

                       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.  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.


ALVIN WHITE: Case Summary & 16 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Alvin D. White, Jr.
        15500 Whistling Oak Way
        Accokeek, MD 20607

Bankruptcy Case No.: 10-20781

Chapter 11 Petition Date: May 13, 2010

Court: U.S. Bankruptcy Court
       District of Maryland (Greenbelt)

Judge: Wendelin I. Lipp

Debtor's Counsel: Robert Wiley King, Esq.
                  King & Silverman LLC
                  3470 Olney Laytonsville Road, Suite 333
                  Olney, MD 20832
                  Tel: (301) 441-9000
                  E-mail: bobking@silverkinglaw.com

Estimated Assets: $0 to $50,000

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

According to the schedules, the Debtor says that assets total
$2,415 while debts total $3,834,021.

A copy of the Debtor's list of 16 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/mdb10-20781.pdf

The petition was signed by the Debtor.


AMERICAN INT'L: Files Institutional Investment Manager's Report
---------------------------------------------------------------
American International Group filed with the Securities and
Exchange Commission an Institutional Investment Manager's Report
on Form 13F for the period ended March 31, 2010.

A full-text copy of the report is available at no charge at
http://ResearchArchives.com/t/s?628a

                            About AIG

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

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

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


AMERICAN INT'L: May Subscribe for Prudential Sub. Debt Securities
-----------------------------------------------------------------
American International Group, Inc., and AIA Aurora LLC, a wholly
owned subsidiary of AIG, on May 16, 2010, entered into (i) an
agreement, with Prudential plc and Prudential Group plc, formerly
Petrohue (UK) Investments Limited, amending the share purchase
agreement, dated as of March 1, 2010, among AIG, AIA Aurora,
Prudential and New Prudential, and (ii) a standby subordinated
note commitment letter with Prudential, pursuant to which AIA
Aurora has agreed to subscribe under specified circumstances for
subordinated debt securities of Prudential on the terms and
conditions contained therein.

As reported by the Troubled Company Reporter, AIG on March 1,
2010, entered into a Share Purchase Agreement with AIA Aurora LLC,
an indirect wholly owned subsidiary of AIG, Prudential plc and
Prudential Group plc, pursuant to which Prudential Group plc
agreed to acquire AIA Group Limited, a wholly owned subsidiary of
Aurora, for approximately $35.5 billion in cash and securities of
Prudential Group plc.

In connection with the acquisition by New Prudential of the entire
issued share capital of AIA Group Limited from AIA Aurora pursuant
to the Share Purchase Agreement, Prudential intends to offer up to
$5.4 billion of subordinated debt securities, and has appointed
Credit Suisse Securities (Europe) Limited, HSBC Bank plc and J.P.
Morgan Securities Ltd. as joint lead managers of the offering of
the Subordinated Notes.  To the extent that the Joint Lead
Managers do not procure subscriptions in full for the Offering for
an aggregate amount equal to $5.4 billion by the date on which the
last of certain conditions in the Share Purchase Agreement has
been satisfied or waived, AIA Aurora has agreed pursuant to the
Commitment Letter to subscribe for Subordinated Notes on the
closing of the Acquisition in an aggregate amount equal to the
lesser of (i) $1.875 billion and (ii) the amount required to make
the aggregate amount of Subordinated Notes subscribed for by
investors under the Offering and by AIA Aurora under the
Commitment Letter equal to $5.4 billion.

If and to the extent that the aggregate amount of the Subordinated
Notes to be subscribed for by AIA Aurora pursuant to the
Commitment Letter and the amount of Subordinated Notes subscribed
for by investors under the Offering is less than $5.4 billion,
calculated as of the Determination Date, AIA Aurora will have the
option to subscribe for additional Subordinated Notes on the terms
set forth in the Commitment Letter.

The effectiveness of the Commitment Letter is conditional on the
consent of the Joint Lead Managers being obtained.  The
obligations of AIG and AIA Aurora under the Commitment Letter are
subject to the satisfaction or waiver of certain conditions
precedent, including (i) the occurrence of the closing of the
Acquisition, (ii) customary conditions precedent for the issue of
notes under Prudential's GBP5 billion medium term note program
(except for market and issuer adverse change conditions), and
(iii) certain other conditions specified in the Commitment Letter.

In the Commitment Letter, Prudential has made certain
representations and warranties and undertakings to AIG and AIA
Aurora and has agreed to pay AIG or AIA Aurora specified fees in
consideration of their entering into the Commitment Letter and AIA
Aurora's agreement to subscribe for the Subordinated Notes.

The Commitment Letter will terminate automatically upon the
termination of the Share Purchase Agreement.  In addition, AIG may
terminate the Commitment Letter under specified circumstances,
including if (i) Prudential does not publish (x) a prospectus in
connection with the rights issue it is undertaking and (y) the
circular to be issued to its shareholders, in each case in
connection with the Acquisition, and (ii) New Prudential does not
publish a prospectus in connection with the admission of its
ordinary shares to listing and trading on the London Stock
Exchange, in each case by May 30, 2010.

Settlement of AIA Aurora's subscription for the Subordinated Notes
pursuant to the Commitment Letter will be in the form of a
reduction in the cash consideration payable to AIA Aurora pursuant
to the Share Purchase Agreement. The SPA Amendment provides that
the cash consideration of $25 billion payable to AIA Aurora upon
the closing of the Acquisition will be reduced by an amount equal
to the aggregate nominal value of the Subordinated Notes for which
AIA Aurora subscribes or is required to subscribe under the
Commitment Letter and that such Subordinated Notes will constitute
a component of the total consideration payable to AIA Aurora upon
the closing of the Acquisition.

On May 17, 2010, Prudential published a prospectus relating to its
rights issue.  Prudential will also publish a listing document
relating to the listing of the entire issued share capital of
Prudential on The Stock Exchange of Hong Kong Limited.  The
Prudential Documents included certain financial information
relating to AIA for the fiscal quarters ended February 28, 2010
and 2009.  This information was derived by Prudential, using
assumptions developed by Prudential and not shared with AIA, from
certain unaudited data extracted from AIA's management accounts.

A full-text copy of the AIA financial information is available at
no charge at http://ResearchArchives.com/t/s?628f

                            About AIG

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

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

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


AMERICAN INT'L: Chartis Obtains $425-Mil. of Reinsurance Coverage
-----------------------------------------------------------------
Chartis Inc., a wholly owned subsidiary of American International
Group, Inc., said on May 13, 2010, it has entered into a
reinsurance transaction with Lodestone Re, which will provide $425
million of protection to Chartis against U.S. hurricanes and
earthquakes.  This represents a substantial increase from the $250
million of protection originally sought by Chartis.  To fund its
obligations to Chartis, Lodestone Re issued a catastrophe bond in
two tranches -- $175 million of Class A notes and $250 million of
Class B notes.

The transaction closed on May 12, 2010, and provides Chartis with
fully collateralized coverage against losses from U.S. hurricanes
and earthquakes on a per-occurrence basis until May 2013 using an
index trigger with state-specific payment factors.  Risk analysis
for the transaction is based on Risk Management Solution's
Hurricane Model Version 9.0 and RMS North America Earthquake Model
Version 9.0.

Kristian P. Moor, President and Chief Executive Officer of
Chartis, said, "As part of our first effort to obtain reinsurance
coverage supported by capital market instruments, this transaction
represents another important milestone in Chartis' pursuit of
increasing financial flexibility and enhancing our risk management
capabilities."

Lodestone Re is a special purpose insurer, incorporated under the
laws of Bermuda, which has established a program structure
enabling potential future catastrophe bond issuances.

                           About Chartis

Based in New York, Chartis -- http://www.chartisinsurance.com/--
is a property-casualty and general insurance organization serving
more than 40 million clients in more than 160 countries and
jurisdictions.

                             About AIG

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

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

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


AMERICAN INT'L: Reports Results of May 12 Shareholders' Meeting
---------------------------------------------------------------
American International Group, Inc. held its Annual Meeting of
Shareholders on May 12, 2010, at which the shareholders voted
upon:

     (i) the election of 11 nominees as directors by the holders
         of AIG's common stock, par value $2.50 per share, and the
         Series C Perpetual, Convertible, Participating Preferred
         Stock, par value $5.00 per share, voting together as a
         single class, for a one-year term;

    (ii) the election of two nominees as directors by the holder
         of the Series E Fixed Rate Non-Cumulative Perpetual
         Preferred Stock, par value $5.00 per share, and the
         Series F Fixed Rate Non-Cumulative Perpetual Preferred
         Stock, par value $5.00 per share, for a one-year term;

   (iii) a non-binding shareholder resolution to approve executive
         compensation;

    (iv) a proposal to approve the American International Group,
         Inc. 2010 Stock Incentive Plan;

     (v) the ratification of the appointment of
         PricewaterhouseCoopers LLP as AIG's independent
         registered public accounting firm for 2010;

    (vi) a shareholder proposal relating to cumulative voting;

   (vii) a shareholder proposal relating to executive compensation
         retention upon termination of employment; and

  (viii) a shareholder proposal relating to a shareholder advisory
         resolution to ratify AIG's political spending program.

The shareholders elected all 13 director nominees:

     -- Robert H. Benmosche;
     -- Harvey Golub;
     -- Laurette T. Koellner;
     -- Christopher S. Lynch;
     -- Arthur C. Martinez;
     -- George L. Miles, Jr.;
     -- Henry S. Miller;
     -- Robert S. Miller;
     -- Suzanne Nora Johnson;
     -- Morris W. Offit;
     -- Douglas M. Steenland;
     -- Donald H. Layton; and
     -- Ronald A. Rittenmeyer

The shareholders also approved the non-binding shareholder
resolution to approve executive compensation, approved the
American International Group, Inc. 2010 Stock Incentive Plan, and
approved the ratification of the appointment of
PricewaterhouseCoopers LLP as AIG's independent registered public
accounting firm for 2010.

The shareholder proposals did not receive the approval of a
majority of the voting power of the outstanding shares of AIG
Common Stock and AIG Series C Preferred Stock, voting together as
a single class, and, as a result, were not approved.

                             About AIG

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

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

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


AMIDEE CAPITAL: Can Use Prepetition Lenders' Cash until August 31
-----------------------------------------------------------------
The Hon. Richard S. Schmidt of the U.S. Bankruptcy Court for the
Southern District of Texas, in a final order, authorized Amidee
Capital Group, Inc., et al., to use cash collateral of Sterling
Bank, Lone Star Bank, and National Guardian Life Insurance
Company.

As reported in the Troubled Company Reporter on January 26, 2010,
the cash collateral consists of the postpetition receivables,
rents and proceeds generated by the operation of the cash
collateral properties -- the Commercial Acreage, the Rent Houses,
Coastal Breeze, Park Place, Oak Pointe, Sylvanfield Office
Building, and Harbour Glen.

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

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant the prepetition lenders: (i)
replacement liens; and (ii) superpriority administrative expense
claims.

The Debtors' cash collateral use will expire on August 31, 2010,
or  on the occurrence of a termination event.  The Debtors' cash
collateral use is also dependent on their filing of an explanatory
disclosure statement and Chapter 11 plan by the July 31, 2010,
deadline.

The Debtors will also continue to maintain insurance with respect
to all prepetition and postpetition collateral, both real and
personal property.

Houston, Texas-based Amidee Capital Group, Inc., is a Texas
corporation formed in 2003 to acquire, renovate, operate and
resell real property.  The Company filed for Chapter 11 bankruptcy
protection on January 17, 2010 (Bankr. S.D. Tex. Case No. 10-
20041).  The Company's affiliates -- Amidee 2006 Preferred Real
Estate Income Program, Ltd., et al. -- filed separate Chapter 11
petitions.  Matthew Scott Okin, Esq., at Okin Adams & Kilmer 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.


AMIDEE CAPITAL: Wants Until August 16 to File a Chapter 11 Plan
---------------------------------------------------------------
Amidee Capital Group, Inc., et al., ask the U.S. Bankruptcy Court
for the Southern District of Texas to extend their exclusive
periods to file and solicit acceptances of the Chapter 11 plan
until August 16, 2010, and October 18, 2010, respectively.

The Debtors filed their request for an extension before the
exclusive plan proposal period was set to expire on May 5, 2010.

The Debtors need additional time to engage in discussions with a
group of limited partners regarding alternatives to selling
property.  The Debtors have engaged and hired a broker to help
sell certain other real properties.

Houston, Texas-based Amidee Capital Group, Inc., is a Texas
corporation formed in 2003 to acquire, renovate, operate and
resell real property.  The Company filed for Chapter 11 bankruptcy
protection on January 17, 2010 (Bankr. S.D. Tex. Case No. 10-
20041).  The Company's affiliates -- Amidee 2006 Preferred Real
Estate Income Program, Ltd., et al. -- filed separate Chapter 11
petitions.  Matthew Scott Okin, Esq., at Okin Adams & Kilmer 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.


AMIDEE CAPITAL: Gets Court OK to Sell Property in Houston Texas
---------------------------------------------------------------
The Hon. Richard S. Schmidt of the U.S. Bankruptcy Court for the
Southern District of Texas authorized Amidee Capital Group, Inc.,
to sell its property located in 14420 W. Sylvanfield Drive,
Houston, Texas, and the furniture, fixtures and equipment to David
B. Waller and Irene Joyce Waller, free and clear of any and all
liens, claims, encumbrances and all other interests.

The real property is owned by Amidee 2006 Preferred and the
personal property is owned by ACG.  The buyer allocated $150,000
of the purchase price to the purchase of personal property and the
remainder of the purchase price to the real property.  Upon
closing of the contemplated sale, the proceeds will be divided
accordingly among Amidee 2006 Preferred and ACG.

The Court also authorized the Debtor to apply the net sale
proceeds to pay these claims in full:

   i) the National Guardian Life Insurance Company secured claim
      including accrued postpetition interest through closing;

  ii) the property tax claims; and

iii) all closing costs provided for pursuant to the sale
      agreement.

The 3% commission provided to ACG in the sale agreement will not
be paid at this time.  The funds, well as any other net proceeds
from the sale of the real property, will be retained by Amidee
2006 Preferred in its debtor in possession bank account until
expended pursuant to an applicable cash collateral budget or
further order of the Court.

                  About Amidee Capital Group, Inc.

Houston, Texas-based Amidee Capital Group, Inc., is a Texas
corporation formed in 2003 to acquire, renovate, operate and
resell real property.  The Company filed for Chapter 11 bankruptcy
protection on January 17, 2010 (Bankr. S.D. Tex. Case No. 10-
20041).  The Company's affiliates -- Amidee 2006 Preferred Real
Estate Income Program, Ltd., et al. -- filed separate Chapter 11
petitions.  Matthew Scott Okin, Esq., at Okin Adams & Kilmer 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.


ANTHONY MILANO: Case Summary & 10 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Anthony Milano
        c/o Emily A. Milano
        3 Arrowhead Drive
        Linwood, NJ 08221

Bankruptcy Case No.: 10-24655

Chapter 11 Petition Date: May 13, 2010

Court: United States Bankruptcy Court
       District of New Jersey (Camden)

Judge: Gloria M. Burns

Debtor's Counsel: David A. Kasen, Esq.
                  Kasen & Kasen
                  1874 East Route 70, Suite 3
                  Cherry Hill, NJ 08003
                  Tel: (856) 424-4144
                  E-mail: dkasen@kasenlaw.com

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

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

A list of the Company's 10 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/njb10-24655.pdf

The petition was signed by Emily A. Milano as attorney in fact.


ANTHONY SCARCELLA: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Joint Debtors: Anthony J. Scarcella
               Suzanne G. Scarcella
               5110 Sail Wind Circle
               Orlando, FL 32810

Bankruptcy Case No.: 10-08288

Chapter 11 Petition Date: May 14, 2010

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

Debtor's Counsel: James H. Monroe, Esq.
                  James H. Monroe, P.A.
                  P.O. Box 540163
                  Orlando, FL 32854
                  Tel: (407) 872-7447
                  Fax: (407) 246-0008
                  E-mail: jhm@jamesmonroepa.com

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

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

According to the schedules, the Joint Debtors say that assets
total $1,203,469 while debts total $2,216,463.

A copy of the Joint Debtors' list of 20 largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/flmb10-08288.pdf

The petition was signed by the Joint Debtors.


ARIZONA CHEMICAL: S&P Puts 'B' Corporate on Creditwatch Positive
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
its 'B' corporate credit ratings, on both Sweden-based Arizona
Chemical Sweden Holdings AB and its operating subsidiary,
Jacksonville, Fla.-based AZ Chem US Inc., on CreditWatch with
positive implications.  S&P also placed its ratings on Arizona
Chemical Aktiebolag, a Sweden-based operating subsidiary, on
CreditWatch with positive implications.

"The rating actions follow a recent announcement by Arizona
Chemical Ltd. that it plans to issue equity and use a portion of
the proceeds to pay down debt at its subsidiaries," said Standard
& Poor's credit analyst Paul Kurias.  "Arizona Chemical Ltd. is a
recently formed Bermuda-based parent of Arizona Chemical Sweden
Holdings AB.  If successful, we expect the pay-down of debt to
contribute to an improvement in credit metrics," noted S&P.

"The CreditWatch placement also reflects the meaningful
improvement in the company's operating performance in recent
quarters," added Mr. Kurias.


ATLANTIC MARINE: S&P Places 'B+' Corp. on Watch Positive
--------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
the 'B+' corporate credit rating, on Jacksonville, Fla.-based
Atlantic Marine Holding Co. on CreditWatch with positive
implications.

Atlantic Marine has agreed to be acquired by higher-rated BAE
Systems PLC (BBB+/Stable/A-2) for $352 million.  The acquisition
does not include Atlantic Marine's Boston and Philadelphia
operations (about 10% of 2009 revenues), which affiliates of its
equity sponsor, J.F. Lehman & Co., will retain.  "The transaction
depends on certain U.S. regulatory approvals and we expect it to
close in third-quarter 2010," said Standard & Poor's credit
analyst Christopher DeNicolo. "We expect that Atlantic Marine's
rated debt will be repaid as part of the transaction."

S&P said, "We will likely withdraw the ratings on Atlantic Marine
if the rated debt is repaid as part the transaction. If the debt
is not repaid, we could raise the ratings to the level of BAE
Systems if the debt is legally assumed or guaranteed by BAE
Systems."


AXESSTEL INC: Posts Lower Net Loss of $1.4 Million in Q1 2010
-------------------------------------------------------------
Axesstel, Inc., filed its quarterly report on Form 10-Q, showing a
net loss of $1.4 million on $15.5 million of revenue for the three
months ended March 31, 2010, compared with a net loss of
$2.2 million on $13.7 million of revenue for the three months
ended March 29, 2009.

Clark Hickock, CEO of Axesstel, stated, "We have made great
progress.  Our product development transition to China resulted in
a newly re-engineered, competitively-priced product line.  We are
re-launching eight phone products and five data products that have
the same Axesstel design, interface and functionality at a lower
cost.  These new models are either in the final testing or formal
homologation stages with wireless network carriers around the
world.  Also, we continue to work with Tier 1 and Tier 2 wireless
carriers in North America on products for their landline
replacement strategies, which include our new broadband gateway
with VoIP enhancement and the Fixed Wireless Voice Terminal that
seamlessly converts a home phone number to wireless service.  In
Europe, we are expanding our relationship with a Tier 1 carrier to
include our 3G data and VoIP gateway, which is now in the final
stages of being customized to its network."

"Executing on our plan in 2010, first quarter operating loss
improved 45% compared to a year ago.  We believe these initiatives
will drive sales in our core markets, increase margins and improve
our performance in the second half of 2010," added Mr. Hickock.

The Company continues to fund its working capital needs through
financing of accounts receivable backed by credit insurance or
letters of credit.  Axesstel ended the quarter with $3.9 million
in receivables based financing.  Subsequent to quarter end, the
company entered into a line of credit with a commercial bank in
China.  This line bears interest at 6% per annum with an initial
borrowing limit of $1.5 million and the opportunity to increase
the facility based on payment history.

Pat Gray, Axesstel's CFO, stated, "This new line of credit
provides additional debt financings to support our operating
requirements.  We are also striving to increase operating profits
as well as continue to evaluate various strategic and financing
options to improve our financial position."

The Company's balance sheet as of March 31, 2010, showed
$13.0 million in assets and of $21.0 million of current
liabilities, for a stockholders' deficit of $8.0 million.

As reported in the Troubled Company Reporter on March 29, 2010,
Gumbiner Savett Inc., in Santa Monica, Calif., expressed
substantial doubt about the Company's ability to continue as a
going concern in its report on the Company's financial statements
for the year ended December 31, 2009.  The independent auditors
noted that the Company has historically incurred substantial
losses from operations, and the Company may not have sufficient
working capital or outside financing available to meet its planned
operating activities over the next twelve months.

In its Form 10-Q for the current quarter, the Company said that it
incurred a further net loss of $1.4 million during the first
quarter of 2010.  "We cannot assure you that we will be able to
obtain sufficient funds from our operating or financing activities
to support our continued operations.  If we cannot continue as a
going concern, we may need to substantially revise our business
plan or cease operations, which may reduce or negate the value of
your investment."

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

               http://researcharchives.com/t/s?628d

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

               http://researcharchives.com/t/s?628b

San Diego, Calif.-based Axesstel, Inc. (OTC BB: AXST)
-- http://www.axesstel.com/-- is a provider of fixed wireless
voice and broadband access solutions for the worldwide
telecommunications market.


BANK OF NORTH GEORGIA: S&P Holds 'BB+/B' Ratings on 7 Bond Issues
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB+/B' ratings on
seven bond issues supported by Bank of North Georgia letters of
credit (LOCs) and removed the ratings from CreditWatch with
negative implications, where they were placed Feb. 18, 2010.

The ratings on the affected issues are based on the credit and
liquidity support that Bank of North Georgia ('BB+/B') provides in
the form of LOCs.  The LOCs provide for the full and timely
payment of interest and principal according to the transactions'
terms.

S&P said, "Rating actions reflect the May 5, 2010, affirmation of
our long- and short-term counterparty credit ratings on Bank of
North Georgia and our removal of those ratings from CreditWatch
negative, where they were placed Feb. 8, 2010."

Rating adjustments may be precipitated by, among other things,
changes in the rating assigned to any financial institution that
is providing an irrevocable LOC or by amendments to the
documentation governing the obligations


BEACH FIRST NAT'L: Files Petition for Chapter 7 Liquidation
----------------------------------------------------------
BankruptcyData.com reports that Beach First National Bancshares
filed for Chapter 7 protection with the U.S. Bankruptcy Court in
the District of South Carolina.  The bank holding company is
represented by J. Ronald Jones, Jr. of Clawson & Staubes.  The
Chapter 7 trustee, Michelle L. Vieira, will be responsible for the
wind-up of the Company's business.

On April 9, 2010, the Office of the Comptroller of the Currency
closed Beach First National Bank, which is a wholly-owned national
banking association subsidiary of Beach First National Bancshares,
and the Federal Deposit Insurance Corporation was named as the
receiver of the Bank.  The Company's principal asset is the common
stock that it owns in the Bank, and, as a result of the closure of
the Bank, the Company has very limited remaining tangible assets.
The FDIC subsequently entered into a purchase and assumption
agreement with the Bank of North Carolina, Thomasville, North
Carolina to assume all of the deposits of the Bank.

The holding company listed $669 million in total assets in its
most recent annual report filed with the SEC, but the Chapter 7
petition indicates an asset range of $1 to 10 million.


BEAZER HOMES: Board Awards Options, Rest. Shares to 4 Execs
-----------------------------------------------------------
Pursuant to Beazer Homes USA, Inc.'s 2010 Equity Incentive Plan
which was approved by the Company's shareholders on April 13,
2010, the Compensation Committee of the Board of Directors awarded
options and restricted shares to four Company executives:

     Named Exec                 Number of   Number of
     Officer                    Options     Restricted Shares
     ----------                 ---------   -----------------
     Ian McCarthy                 356,596        356,596
     Allan Merrill                178,298        178,298
     Kenneth Khoury                89,149         89,149
     Robert Salomon                29,716         29,716

Each stock option award has an exercise price of $5.69 which is
equal to the closing price of the Company's common stock on May
11, 2010, vests in equal installments on each of the next three
anniversary dates of the Effective Date and will expire on the
seventh anniversary of the Effective Date.  The restrictions on
each restricted stock award terminate on the third anniversary of
the Effective Date.

                       About Beazer Homes

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

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

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

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


BEAZER HOMES: Closes Offering of Shares & Tangible Equity Units
---------------------------------------------------------------
Beazer Homes USA, Inc. said on May 10 it closed its concurrent
underwritten public offerings of 12.5 million shares of its common
stock and 3.0 million 7.25% tangible equity units.  The Company
has granted the underwriters in the common stock and tangible
equity units offerings a 30-day option to purchase up to an
additional 1.875 million shares of common stock and 450,000
tangible equity units, respectively, to cover over-allotments.
The Company received proceeds of $141,743,750 from the offerings,
after underwriting discounts and commissions.

The Company's public offering of 9.125% senior unsecured notes due
2018, is expected to close on May 20, 2010.

Earlier this month, Beazer Homes USA priced its offering of 12.5
million shares of its common stock at $5.81 per share, resulting
in net proceeds of approximately $68.5 million.  The Company also
priced its offering of 3.0 million 7.25% tangible equity units at
$25.00 each, resulting in net proceeds of approximately $72.3
million.  The Company's 9.125% senior unsecured notes due 2018
were priced at 100% of the $300.0 million aggregate principal
amount issued, resulting in net proceeds of approximately $295.1
million.

In an statement on May 4, 2010, the Company said it intends to use
the net proceeds from the concurrent offerings to fund -- or
replenish cash used to fund -- debt repurchases, including the
anticipated redemption of the Company's 8-3/8% senior notes due
2012 and 4-5/8% convertible senior notes due 2024, and for other
general corporate purposes.  As of April 30, 2010, $303.6 million
aggregate principal amount of the 8-3/8% senior notes due 2012 and
$154.5 million of aggregate principal amount of the 4 5/8%
convertible senior notes due 2024 were outstanding.

The offerings were made pursuant to Underwriting Agreements, dated
May 4, 2010, with Citigroup Global Markets Inc. and Credit Suisse
Securities (USA) LLC, as representatives of the several
underwriters named therein.

Pursuant to a final prospectus supplement, the underwriters for
the common shares offering are:

          Underwriter                     Number of Shares
          -----------                     ----------------
          Citigroup Global Markets Inc.          4,375,000
          Credit Suisse Securities (USA) LLC     3,750,000
          Deutsche Bank Securities Inc.          1,875,000
          UBS Securities LLC                     1,875,000
          Moelis & Company LLC                     625,000
                                           ---------------
                   Total                        12,500,000

A full-text copy of the Final Prospectus Supplement is available
at no charge at http://ResearchArchives.com/t/s?6291

Pursuant to a separate final prospectus supplement, the
underwriters for the 7.25% Tangible Equity Units offering are:

          Underwriter                      Number of Units
          -----------                      ---------------
          Citigroup Global Markets Inc.          1,500,000
          Credit Suisse Securities (USA) LLC       900,000
          Deutsche Bank Securities Inc.            450,000
          Moelis & Company LLC                     150,000
                                           ---------------
                   Total                         3,000,000

A full-text copy of the Final Prospectus Supplement is available
at no charge at http://ResearchArchives.com/t/s?6290

A full-text copy of the Issuer Free Writing Prospectus is
available at no charge at http://ResearchArchives.com/t/s?6292

A full-text copy of the Issuer Free Writing Prospectus with
respect to the 9.125% Senior Notes due June 15, 2018, is available
at no charge at http://ResearchArchives.com/t/s?6293

Each Unit is comprised of a prepaid stock purchase contract and a
senior amortizing note due August 15, 2013, issued by the Company,
which has an initial principal amount of $5.246 per Amortizing
Note and a scheduled final installment payment date of August 15,
2013.  The Company issued the Units under a Purchase Contract
Agreement, dated May 10, 2010, between the Company and U.S. Bank
National Association, as trustee under the Supplemental Indenture
and purchase contract agent.

Unless settled earlier, on August 15, 2013, each Purchase Contract
will automatically settle and the Company will deliver a number of
shares of Common Stock based on the applicable market value, which
is the average of the daily closing prices of the Common Stock on
each of the 20 consecutive trading days ending on the third
trading day immediately preceding August 15, 2013, as follows:

     -- if the applicable market value equals or exceeds $7.12,
        holders will receive 3.5126 shares;

     -- if the applicable market value is greater than $5.81 but
        less than $7.12, holders will receive a number of shares
        having a value, based on the applicable market value,
        equal to $25; and

     -- if the applicable market value is less than or equal to
        $5.81, holders will receive 4.3029 shares.

At any time prior to the third trading day immediately preceding
August 15, 2013, the holder of a Purchase Contract may settle its
purchase contract early, and the Company will deliver 3.5126
shares of Common Stock.  In addition, if a fundamental change (as
defined in the Purchase Contract Agreement) occurs and the
Purchase Contract holder elects to settle its Purchase Contract
early in connection with such fundamental change, such holder will
receive a number of shares of Common Stock based on the
fundamental change early settlement rate, as described in the
Purchase Contract Agreement.  The Company may elect to settle all
outstanding Purchase Contracts prior to the August 15, 2013
settlement date at the early mandatory settlement rate (as defined
in the Purchase Contract Agreement), upon a date fixed by the
Company upon not less than five business days' notice.  Except for
cash in lieu of fractional shares, the Purchase Contract holders
will not receive any cash distributions under the Purchase
Contracts.

The Amortizing Notes were issued under an Indenture, dated April
17, 2002, as supplemented by the Twelfth Supplemental Indenture,
dated as of May 10, 2010, each between the Company and U.S. Bank
National Association, as trustee.  The Amortizing Notes will pay
the holders equal quarterly installments of $0.453125 per
Amortizing Note, which in the aggregate will be equivalent to a
7.25% cash payment per year with respect to each $25 stated amount
of Units.  The Amortizing Notes will be the Company's unsecured
senior obligations and will rank equally with all of its other
unsecured senior indebtedness.  If the Company elects to settle
the Purchase Contracts early, holders of the Amortizing Notes will
have the right to require the Company to repurchase such holders'
Amortizing Notes, except in certain circumstances as described in
the Purchase Contract Agreement.

Each Unit may be separated into its constituent Purchase Contract
and Amortizing Note after the initial issuance date of the Units,
and the separate components may be combined to create a Unit.

                       About Beazer Homes

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

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

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

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


BOSQUE POWER: Files Schedules of Assets and Liabilities
-------------------------------------------------------
Bosque Power Company LLC filed with the U.S. Bankruptcy Court for
the Western District of Texas its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property          $666,658,126
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $422,630,848
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $594,086
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $2,262,369
                                 -----------      -----------
        TOTAL                   $666,658,126     $425,487,303

Laguna Park, Texas-based Bosque Power Company, LLC, owns and
operates a natural gas fired power plant with a capacity of 800
megawatts.  The power-generating facility, located in Laguna Park,
commenced operations as a natural-gas power plant in 2000.  Bosque
sells its energy and ancillary services in the Texas power market.
Bosque Power Partners owns 100% of the membership interest in
Bosque Power.

Bosque Power Company LLC filed for Chapter 11 on March 24, 2010,
(Bankr. W.D. Tex. Case No. 10-60348.)  Henry J. Kaim, Esq. at King
& Spalding LLP assists the Debtor in its restructuring effort. The
Debtor tapped King and Spalding LLP as special finance counsel;
Morgan, Lewis & Bockius LLP as special corporate counsel; and
Greenhill & Co. LLC as financial advisor; and Kurtzman Carson
Consultants LLC as claims agent.  In its petition, the Debtor
listed assets and debts both ranging from $100,000,001 to
$500,000,000.


BOSQUE POWER: Files Schedules of Assets and Liabilities
-------------------------------------------------------
Bosque Power Company LLC filed with the U.S. Bankruptcy Court for
the Western District of Texas its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property          $666,658,126
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $422,630,848
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $594,086
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $2,262,369
                                 -----------      -----------
        TOTAL                   $666,658,126     $425,487,303

Laguna Park, Texas-based Bosque Power Company, LLC, owns and
operates a natural gas fired power plant with a capacity of 800
megawatts.  The power-generating facility, located in Laguna Park,
commenced operations as a natural-gas power plant in 2000.  Bosque
sells its energy and ancillary services in the Texas power market.
Bosque Power Partners owns 100% of the membership interest in
Bosque Power.

Bosque Power Company LLC filed for Chapter 11 on March 24, 2010,
(Bankr. W.D. Tex. Case No. 10-60348.)  Henry J. Kaim, Esq. at King
& Spalding LLP assists the Debtor in its restructuring effort. The
Debtor tapped King and Spalding LLP as special finance counsel;
Morgan, Lewis & Bockius LLP as special corporate counsel; and
Greenhill & Co. LLC as financial advisor; and Kurtzman Carson
Consultants LLC as claims agent.  In its petition, the Debtor
listed assets and debts both ranging from $100,000,001 to
$500,000,000.


BRETT JARRELL: Case Summary & 10 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Brett Eric Jarrell
        4745 Lynn Oak Drive
        Lavalette, WV 25535

Bankruptcy Case No.: 10-30417

Chapter 11 Petition Date: May 13, 2010

Court: United States Bankruptcy Court
       Southern District of West Virginia (Huntington)

Judge: Ronald G. Pearson

Debtor's Counsel: Mitchell Lee Klein, Esq.
                  Klein Law Office
                  3566 Teays Valley Road
                  Hurricane, WV 25526
                  Tel: (304) 562-7111
                  Fax: (304) 562-7115
                  E-mail: sydney@kleinhall.com

Scheduled Assets: $227,502

Scheduled Debts: $1,074,253

A list of the Company's 10 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/wvsb10-30417.pdf

The petition was signed by Brett Eric Jarrell.


BRETT NELSON: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Joint Debtors: Brett Andrew Nelson
               Karma Dione Nelson
               9050 Cedar Ridge
               Lantana, TX 76226

Bankruptcy Case No.: 10-41558

Chapter 11 Petition Date: May 13, 2010

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

Judge: Brenda T. Rhoades

Debtor's Counsel: Daniel C. Durand, III, Esq.
                  Durand & Associates, P.C.
                  522 Edmonds, Ste. 101
                  Lewisville, TX 75067
                  Tel: (972) 221-5655
                  E-mail: bankruptcy@durandlaw.com

Scheduled Assets: $891,397

Scheduled Debts: $1,070,740

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/txeb10-41558.pdf

The petition was signed by Brett Andrew Nelson and Karma Dione
Nelson.


BUCYRUS INTERNATIONAL: Moody's Affirms Ba2 CFR & PDR
----------------------------------------------------
Moody's affirmed Bucyrus International, Inc.'s Ba2 corporate
family rating and probability of default rating and assigned a Ba2
rating to its new senior secured credit facilities (multiple
tranches). Bucyrus has a stable rating outlook. Portions of the
new credit facilities, along with $300 million of Bucyrus's common
stock, were used to finance the February 2010 acquisition of the
mining equipment business of Terex Corporation (Terex Mining) for
a consideration of $1.3 billion. The acquisition of Terex Mining
broadened Bucyrus's mining equipment product line to include off-
highway trucks, hydraulic excavators, drilling equipment and
highwall miners. At March 31, 2010, Bucyrus had $1.5 billion in
as-reported debt and $1.7 billion in equity. Sales and adjusted
EBITDA in 2009 were approximately $3.8 billion and $690 million,
respectively, pro forma for Terex Mining.

Bucyrus's Ba2 rating is supported by its commanding market share
for surface and underground mining equipment, its large installed
equipment base, strong operating margins, and a high proportion of
aftermarket parts and services sales, which are more stable than
original equipment (OE) sales. However, the ratings also reflect
Bucyrus's increased pro forma leverage following the Terex Mining
acquisition, potential operating volatility due to its dependence
on the highly cyclical mining industry and commodity markets, and
the company's acquisitive nature.

The stable outlook reflects Moody's opinion that Bucyrus will be
able to successfully integrate Terex Mining and that demand for
its mining equipment and aftermarket sales should continue to be
relatively strong over the next year, thereby enabling sizable de-
leveraging of its balance sheet. The rating could be raised if
absolute levels of debt are reduced by approximately $250 million,
following which the ratio of debt to EBITDA is anticipated to be
below 2.0x, EBITA margins in the mid-teens, and the global economy
and commodity markets continue to evidence strength.

The following ratings were assigned:

$415 million secured revolving credit facility maturing May 4,
2014 -- Ba2 (LGD3, 48%)

$75 million secured revolving credit facility maturing May 4, 2014
-- Ba2 (LGD3, 48%)

Euro65 million unsecured revolving credit facility maturing May 4,
2014 -- Ba2 (LGD3, 48%)

$890 million secured term loan due May 4, 2016 -- Ba2 (LGD3, 48%)

A$124 million secured term loan due February 19, 2016 -- Ba2
(LGD3, 48%)

The existing ratings for the other tranches of Bucyrus's revolving
and term loan facilities were affirmed at Ba2 (LGD3, 48%).

Moody's previous rating action for Bucyrus occurred on
December 21, 2009, following the announcement of the Terex Mining
acquisition, when the company's ratings were affirmed at Ba2 and
the rating outlook was changed to stable from positive.

The principal methodology used in rating Bucyrus was Moody's
Global Heavy Manufacturing Industry rating methodology, published
in November 2009 and available on http://www.moodys.comin the
Ratings Methodologies sub-directory under the Research & Ratings
tab. Other methodologies and factors that may have been considered
in the process of rating this issuer can also be found in the
Ratings Methodologies sub-directory on Moody's Web site.

Bucyrus International, headquartered in South Milwaukee,
Wisconsin, is a global manufacturer of surface and underground
original equipment used in the production of coal, copper, iron
ore, oil sands, and other minerals. The company also provides
aftermarket replacement parts and services for these machines. In
2009, Bucyrus had sales of approximately $2.7 billion, and
approximately $3.8 billion pro forma for the inclusion of Terex
Mining.


CAPELLA HEALTHCARE: S&P Assigns 'B' Rating on $500MM Notes
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating to
Franklin, Tenn.-based hospital operator Capella Healthcare Inc.'s
proposed $500 million unsecured notes maturing in 2017.  The
recovery rating on this debt issue is '4', indicating S&P's
expectation for average (30%-50%) recovery in the event of payment
default.  The company also plans to issue a new $100 million
asset-backed credit facility, which we do not rate.

At the same time, S&P affirmed its ratings on Capella, including
the 'B' corporate credit rating. The rating outlook is stable.

"The low speculative-grade rating on Capella reflects the
company's highly leveraged financial risk profile," said Standard
& Poor's credit analyst David P. Peknay.  In addition, Capella's
management team, while experienced, faces numerous risks in
operating a relatively small, young hospital company that has
aggressive growth ambitions.


CARIAN MANAGEMENT: Case Summary & 3 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Carian Management, Inc.
        Carr. No. 2 Km 27.4
        Bo. Espinosa
        Dorado, PR 00646

Bankruptcy Case No.: 10-04052

Chapter 11 Petition Date: May 13, 2010

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

Debtor's Counsel: Carmen D. Conde Torres, Esq.
                  254 San Jose Street
                  5th Floor
                  San Juan, PR 00901-1523
                  Tel: (787) 729-2900
                  Fax: (787) 729-2203
                  E-mail: notices@condelaw.com

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

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

The petition was signed by Orlando Androvet Molina, company's
president.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
AAA Imports, Inc.                      10-______   05/12/10

Carian Management's List of 3 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Westernbank                                      $4,855,504
P.O. Box 1180
Mayaguez, PR 00681-1180

CRIM                                             $166,368

Liberty Finance                                  $16,464


CCS MEDICAL: Moody's Assigns Caa2 Rating to $50MM PIK Term Loan
---------------------------------------------------------------
Moody's Investors Service assigned CCS Medical, Inc., a B3
corporate family rating and a B3 probability-of-default rating.
Moody's also assigned a B3 rating to the $150 million first lien
senior secured term loan due 2015 and a Caa2 rating to the $50
million paid-in-kind ("PIK") second lien senior secured term loan
due 2015. The ratings were assigned in conjunction with the
company's emergence from bankruptcy on March 31, 2010. The ratings
outlook is stable.

As part of the reorganization, the first lien lenders exchanged
their debt for the aforementioned $200 million of new senior
secured term loans and 100% of the equity of the reorganized
company. The company also secured a new $35 million asset-based
revolving credit facility due 2014 (unrated).

The B3 corporate family rating reflects CCS Medical's moderately
high post-emergence leverage, modest interest coverage, and
expectations for limited free cash flow generation medium-term.
The rating also considers the company's relatively high reliance
on governmental payors, as well as longer-term uncertainty
surrounding the future impact of CMS' expanded competitive bidding
process. Notwithstanding these concerns, the rating is supported
by a significant reduction in debt, its business position as the
second largest provider of diabetes and chronic care supplies, and
the divestiture of the Sanvita business that had been operating at
a loss. The rating also considers CCS Medical's good product
diversification, the recurring nature of its revenues, its ability
to grow the patient base despite the weak macro environment and
bankruptcy filing, and its adequate liquidity profile.

The following ratings were assigned:

Corporate family rating at B3;

Probability-of-default rating at B3;

$150 million first lien senior secured term loan due 2015 at B3
(LGD3, 47%);

$50 million paid-in-kind ("PIK") second lien senior secured term
loan due 2015 at Caa2 (LGD5, 88%).

The stable outlook reflects Moody's expectation that CCS Medical
will continue to organically grow its patient base and offset the
impact of any potential reimbursement reductions such that
earnings remain stable or modestly improve from 2009 levels. The
stable outlook also incorporates Moody's expectation that the
company will maintain an adequate liquidity profile, including
flexibility under financial covenants.

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

CCS Medical, Inc., based in Clearwater, Florida, is a leading
mail-order provider of medical supplies to diabetes and other
chronically ill patients.


CENTAUR LLC: Colorado Unit Files Schedules of Assets and Debts
--------------------------------------------------------------
Centaur Colorado, LLC, a debtor-affiliate of Centaur, LLC, filed
with the U.S. Bankruptcy Court for the District of Delaware its
schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $18,896,800
  B. Personal Property            $9,345,275
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $617,786,276
  E. Creditors Holding
     Unsecured Priority
     Claims                                      Undetermined
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $587,064
                                 -----------      -----------
        TOTAL                    $28,242,076*    $618,373,340

* Corrected: $28,242,075

In separate filings, affiliate Centaur Racing, LLC, disclosed
total assets of $0 against total liabilities of 632,786,276.

Centaur LLC disclosed total assets of $3,976,014 against total
liabilities of $619,105,046.

                        About Centaur, LLC

Indianapolis, Indiana-based, Centaur, LLC, aka Centaur Indiana,
LLC -- http://www.centaurgaming.net/-- is an company involved in
the development and operation of entertainment venues focused on
horse racing and gaming.

The Company filed for Chapter 11 bankruptcy protection on March 6,
2010 (Bankr. D. Delaware Case No. 10-10799).  Jeffrey M. Schlerf,
Esq., at Fox Rothschild LLP, assists the Company in its
restructuring effort.  The Company estimated its assets and debts
at $500,000,001 to $1,000,000,000 as of the Petition Date.


CHEMTURA CORP: Allowed to Pay Up to $19 Million in Bonuses
----------------------------------------------------------
Bankruptcy Law360 reports that a judge has given Chemtura Corp.
the green light to pay managers as much as $19 million in bonuses
for reaching certain earnings and Chapter 11 exit goals.

Judge Robert E. Gerber issued a ruling approving the motion for
2010 bonuses on Tuesday in the U.S. Bankruptcy Court for the
Southern District of New York, according to Law360.

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

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

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

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


CHESAPEAKE ENERGY: Fitch Affirms IDR at BB; Outlook Stable
----------------------------------------------------------
Fitch Ratings has affirmed Chesapeake Energy Corporation's
(Chesapeake; NYSE: CHK) Issuer Default Rating (IDR) at 'BB' and
revised the Rating Outlook to Stable from Negative following the
proposed convertible preferred stock offering and debt reduction
efforts announced this week. In addition, Fitch will assign a 'B+'
rating to the company's proposed $1.7 billion convertible
preferred stock offering.

The company announced plans to issue $600 million of preferred
stock and sell $5 billion in asset sales in a plan to reduce debt
levels by $3.5 billion over the next 12-24 months. Since this
time, the company has witnessed significant interest in its
preferred stock offering, and now plans to close $1.7 billion in
convertible preferred stock on May 17th with an option to issue an
additional $900 million by June 16, 2010. While the senior
unsecured note reductions are now expected to occur more quickly
than anticipated as a result of the increased preferred stock
offerings, it is yet unclear if this will result in additional
debt reduction beyond the $3.5 billion announced earlier this
week. In addition, the timing and actual proceeds raised via the
announced asset sales will continue to drive the remainder of the
debt reduction. It also remains unclear at this time if proceeds
generated beyond the $5 billion will be used for additional debt
reduction or acceleration of the company's oil shale expansion
program. Should management choose to more aggressively pursue
permanent debt reduction, additional positive rating action could
occur.

As a result of the company's actions, a number of negative issues
related to Chesapeake's credit profile have been addressed. First,
the senior unsecured lenders' position in the capital structure
has been improved with the replacement with senior debt with
convertible preferred stock. Second, reduced interest and dividend
expenditures will be realized both upon the retirement of the debt
and upon the future potential conversion of the preferred stock
which could occur beginning in May 2015. Next, future refinancing
needs have been addressed as debt reduction is expected to be
targeted at a portion of the company's 2013 maturities ($364
million), all of its 2014 maturities ($600 million) and a portion
of its 2016 maturities ($670 million) with the proceeds from the
company's preferred stock offerings. Future debt reductions
utilizing asset sale proceeds and/or proceeds from additional
preferred stock offerings will further reduce debt maturities and
therefore alleviate future refinancing needs. In addition,
financing for achieving the company's anticipated growth in oil
shale plays is no longer anticipated to be solely reliant upon
debt issuances or other secured financings (VPPs or additional
sale-leasebacks). Finally, management is taking steps to actually
reduce aggregate debt balances as opposed to the past strategy of
trying to generate a stronger balance sheet via growth in the
asset base. This strategy has the potential for future positive
rating implications where as the previous strategy would have been
significantly challenged to generate rating improvements,
particularly in a weak natural gas pricing environment.

Consistent with Fitch's Methodology ('Equity Credit for Hybrids &
Other Capital Securities' published Dec. 29, 2009), Fitch
anticipates the new convertible preferred stock will qualify for
75% equity credit. As a result, assuming only $1.7 billion in new
convertible preferred stock issuances and $3.5 billion in total
senior debt reductions, debt to proved developed reserves is
expected to fall to $8.17/barrel of oil equivalent (boe) from
$10.47/boe as of March 31, 2010. This would mark a significant
improvement in the company's financial position and could result
in positive rating momentum.

As a result, Fitch will continue to monitor the company's progress
in achieving future debt reductions stemming from execution of the
asset divesture plans. In addition, Fitch will continue to monitor
market conditions for oil and natural gas prices, proceeds raised
from additional joint ventures/VPPs, and use of any proceeds
exceeding the $5 billion target for potential future positive
rating actions. Leverage metrics will also continue to be viewed
in light of fuel mix given the current market environment with
natural gas trading at a very deep discount to oil and
Chesapeake's significant exposure to the economics of the natural
gas market. Beyond balance sheet improvements, Fitch will monitor
the company's tendencies toward aggressive growth policies
combined with continued success in its underlying operational
performance as key drivers to the timing and magnitude of future
positive rating actions.

Chesapeake's ratings continue to be supported by the size and low
risk profile of its oil and gas reserves which now approximate
14.8 trillion cubic feet equivalent (tcfe). In addition,
Chesapeake continues to post very robust reserve replacement
results. Both organic reserve replacement and production growth
remain strong and support the company's ability to support higher
leverage levels. Chesapeake's one-year reserve replacement rate at
year-end 2009 is estimated to be 367%. Both the strong reserve
replacement metrics and the onshore location of Chesapeake's
reserves highlight the low risk nature of the company's reserves.

Credit metrics improved as of March 31, 2010 as Chesapeake
generated latest 12 months (LTM) EBITDAX of $4.6 billion which
resulted in interest coverage of 5.3 times (x) and leverage, as
measured by debt-to-EBITDAX of 2.7x. Debt reductions are expected
to support continued improvement in credit metrics in 2010,
although it should be noted that the company remains exposed to
lower commodity prices. Fitch estimates that under 60% of
remaining 2010 natural gas volumes and approximately 30% of
remaining 2010 oil volumes are hedged (given Fitch's inclusion of
only fixed and collared hedges volumes). Free cash flow (cash flow
from operations less capital expenditures and dividends) was
negative $3.4 billion during the LTM period, driven primarily by
continued spending on leasehold acquisitions and weaker natural
gas pricing.

Liquidity remains reasonable and is expected to improve as a
result of the proposed asset sales and debt reductions. The
presence of commodity price hedges and growing oil production
levels continue to support operating cash flow levels.
Chesapeake's liquidity stems from cash balances ($516 million on
March 31, 2010), remaining availability of $1.624 billion on its
$3.5 billion senior unsecured credit facility (maturing in Nov.
2012) and from operating cash flows ($4.278 billion for the LTM
period ending March 31, 2010). Debt maturities don't occur until
the 2012 maturity of the company's senior secured credit facility
($1.876 billion outstanding). Following debt maturities are likely
to be addressed under the recently announced plan, but now include
$864 million in 2013 and $800 million in 2014.

Key covenants are primarily associated with the senior unsecured
credit facility and include maximum debt to book capitalization
(70% covenant threshold) and maximum total debt to EBITDAX (3.75x
covenant level). Unrealized hedging gains and losses are excluded
from the covenant calculations and the company also has carve-outs
in the credit facility for ceiling-test write-down impacts on the
capitalization calculation. It is important to note that
Chesapeake's credit facility currently contains a borrowing base
which is subject to periodic redeterminations which the company
has recently completed with its bank group. Chesapeake has
currently pledged approximately 37% of its assets toward the
credit facility and maintains the flexibility to increase security
levels in order to maintain the current borrowing base as
commodity prices remain at lower levels. Chesapeake was in full
compliance with regard to covenants in its credit facility at
March 31, 2010 with debt to capitalization at 41% and debt to
EBITDAX of 3.05x per the covenant calculations.

Chesapeake was also in compliance with the incurrence covenant
test in its senior bonds (pre-2005 issues) as of March 31, 2010.
Remaining covenants associated with the company's outstanding
senior notes include limits on incurring additional debt, pay
dividends, make investments or other restricted payments, incur
liens, enter into sale/leaseback transactions, limits on the
ability to engage in merger transactions, sell assets or redeeming
capital stock as well as other restrictions.

Fitch affirms Chesapeake's ratings as follows:

--IDR at 'BB';
--Senior unsecured debt at 'BB';
--Senior secured revolving credit facility at 'BBB-';
--Convertible preferred stock at 'B+'.

Fitch assigns the following rating to Chesapeake's new debt
issuance:

--Convertible preferred stock at 'B+'.

The Rating Outlook is revised to Stable from Negative.

These rating actions reflect the application of Fitch's current
criteria reports which are available at '
http://www.fitchratings.com'and specifically include the
following reports:

--'Corporate Rating Methodology' dated Nov. 24, 2009;
--'Oil and Gas Sector Exploration and Production Rating
Methodology' dated Oct. 16, 2009;
--'Equity Credit for Hybrids & Other Capital Securities' dated
Dec. 29, 2009.


CHEYENNE TENNYSON: Case Summary & 15 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Cheyenne Pacetti Tennyson
        164 Moses Creek Boulevard
        Saint Augustine, FL 32086

Bankruptcy Case No.: 10-04145

Chapter 11 Petition Date: May 14, 2010

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

Judge: Jerry A. Funk

Debtor's Counsel: Brett A Mearkle, Esq.
                  Parker & Dufresne, P.A.
                  8777 San Jose Boulevard, Suite 301
                  Jacksonville, FL 32217
                  Tel: (904) 733-7766
                  Fax: (904) 733-2919
                  E-mail: bmearkle@jaxlawcenter.com

Estimated Assets: $0 to $50,000

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

A copy of the Debtor's list of 15 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/flmb10-04145.pdf

The petition was signed by the Debtor.


CHIPPEWA COUNTY: S&P Lowers Long-Term Rating to 'BB' From 'BB+'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating to
'BB' from 'BB+' on Chippewa County Hospital Finance Authority,
Mich.'s $5.0 million series 1997B revenue bonds, issued for
Chippewa County War Memorial Hospital (War Memorial).  The outlook
is negative.

"The rating action reflects the deterioration in liquidity in the
first quarter of 2010 from already-weak levels at the end of
fiscal 2009," said Standard & Poor's credit analyst Kenneth Gacka.
"Despite management's expectation to restore a portion of the
decline in cash with funds from a bank note expected to be issued
in May 2010, we expect that liquidity will still lag recent-year
levels and thus will make War Memorial's balance sheet
commensurate with a lower rating."

S&P said, "In our view, War Memorial's low level of liquidity is a
risk, in that it offers limited cushion should the organization be
faced with unforeseen fiscal challenges.  Unrestricted liquidity
at March 31, 2010 (unaudited), decreased to $4.2 million, or a
very low 18 days' cash on hand -- unrestricted cash consists of
$4.8 million of board-designated assets and operating cash of
negative $0.6 million.  In contrast, unrestricted liquidity
totaled $7.7 million, or 37 days' cash on hand, as of the year
ended Dec. 31, 2009.  Management attributes a large portion of the
decline to an approximately $1.5 million cash payout related to an
energy-savings project it had intended to finance rather than
cash-fund.  While management expects to obtain a $2.0 million
five-year note in May 2010 to replace the cash outlay, we still
expect cash levels to remain low. Days' cash on hand has ranged
from 37 to 47 days over the last five audited years."

War Memorial is located in Michigan's remote eastern Upper
Peninsula, near the Canadian border, in Sault Ste. Marie. The
hospital is licensed for 82 acute-care beds (staffs 63 beds) and
operates a skilled-nursing facility.


CINCINNATI BELL: Makes Presentation Regarding CyrusOne Purchase
---------------------------------------------------------------
Cincinnati Bell Inc. on May 13, 2010, gave a presentation
regarding its acquisition of Cyrus Networks, LLC.

A full-text copy of the Presentation dated May 13, 2010, is
available at no charge at http://ResearchArchives.com/t/s?6294

A full-text copy of the Equity Purchase Agreement dated as of May
12, 2010 among Cincinnati Bell Technology Solutions Inc.,
Cincinnati Bell Inc., Cy-One Parent LLC, Cy-One Holdings LLC, the
interestholders of Cy-One Holdings LLC and Cyrus Networks, LLC,
available at no charge at http://ResearchArchives.com/t/s?6295

As reported by the Troubled Company Reporter on Friday, Cincinnati
Bell and Cincinnati Bell Technology Solutions Inc., a wholly owned
subsidiary of the Company, on May 12, 2010, entered into an Equity
Purchase Agreement pursuant to which the Buyer will acquire the
equity interests of CyrusOne for $525,000,000 in cash, less any
indebtedness and transaction fees and other amounts, and subject
to a customary working capital and capital expenditure adjustment,
as provided in the Purchase Agreement.

The Company has obtained commitments for a $970 million senior
secured credit facility, consisting of a $210 million revolving
credit facility and a $760 million term loan credit facility, to
be used to fund the purchase price of the Acquisition, repay
certain debt of CyrusOne and its subsidiaries, refinance the
Company's existing revolver and term loans, pay fees and expenses
incurred in connection with the Acquisition and finance ongoing
working capital and other general corporate needs.

Each party's obligation to consummate the Acquisition is
conditioned upon the expiration or termination of the applicable
waiting period (and any extension thereof) under the Hart-Scott-
Rodino Antitrust Improvements Act of 1976 and other customary
closing conditions, as described in the Purchase Agreement. The
obligation of the Buyer to consummate the Acquisition at the
Closing is not conditioned upon the availability of financing. The
Company expects the Closing of the Acquisition to occur by the end
of the second quarter of 2010.

The Purchase Agreement also reflects that the Company has entered
into new employment agreements with four executive officers of
CyrusOne, which provide that they will remain in their roles as
executive officers of CyrusOne after the closing of the
Acquisition.

                         About CyrusOne

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

                      About Cincinnati Bell

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

                          *     *     *

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

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


CINCINNATI BELL: Reports $22.8-Mil. Net Income for March 31 Qtr
---------------------------------------------------------------
Cincinnati Bell Inc. reported net income of $22.8 million for the
three months ended March 31, 2010, from net income of
$28.8 million for the same period in 2009.  Total revenue was
$323.7 million for the 2010 first quarter from $325.5 million for
the 2009 first quarter.

At March 31, 2010, the Company had total assets of $2.589 billion
against total liabilities of $3.224 billion, resulting in
shareowners' deficit of $634.6 million.  The March 31, 2010
balance sheet showed strained liquidity: The Company had total
current assets of $848.7 million against total current liabilities
of $852.0 million.

"We are extremely pleased to get out of the gate in 2010 with
these results," said Jack Cassidy, president and chief executive
officer. "We believe that continued strong growth in the data
center business and our high level of focus on cost management
will allow us to deliver superior 2010 results."

A full-text copy of the Company's Form 10-Q report is available at
no charge at http://ResearchArchives.com/t/s?6296

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?6297

On May 6, 2010, John F. Cassidy, the Company's president and chief
executive officer, Gary J. Wojtaszek, the Company's chief
financial officer, and Brian A. Ross, the Company's chief
operating officer, presented first quarter 2010 results.  A full-
text copy of the presentation made during the meeting is available
at no charge at http://ResearchArchives.com/t/s?6298

On May 4, 2010, the Company held its 2010 Annual Meeting of
Shareholders.  At the meeting, the shareholders elected each of
the Company's nominees for director to serve a one-year term until
the 2011 Annual Meeting of Shareholders and until their successors
are elected and qualified.  The elected directors are:

     -- Bruce L. Byrnes;
     -- Phillip R. Cox;
     -- Jakki L. Haussler;
     -- Mark Lazarus;
     -- Craig F. Maier;
     -- Alex Shumate;
     -- Lynn A. Wentworth; and
     -- John M. Zrno

Shareholders also ratified the Audit and Finance Committee's
appointment of Deloitte & Touche LLP to serve as the Company's
independent registered public accounting firm for the fiscal year
ending December 31, 2010.

                      About Cincinnati Bell

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

                          *     *     *

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

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


CIRCUIT CITY: Ex-Workers File Proposed $14.2MM Settlement Claims
----------------------------------------------------------------
Former Circuit City Stores Inc. employees who settled a class
action over lost future wages for $15 million have agreed to post
the settlement as a $14.2 million prepetition general unsecured
nonpriority claim against the company's bankruptcy estate,
according to Bankruptcy Law360.  Law360 says the parties filed
their proposed settlement Monday in the U.S. Bankruptcy Court for
the Eastern District of Virginia, ending months of wrangling over
how the claim would be treated.

                        About Circuit City

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

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

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

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

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

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


CITGO PETROLEUM: S&P Affirms 'BB-' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on CITGO Petroleum Corp. and removed the rating from
CreditWatch, where it was placed with negative implications on
March 9, 2010.  The outlook is negative.

S&P said, "At the same time, we assigned an issue-level rating of
'BB+' and a recovery rating of '1' to the company's proposed
secured credit debt, suggesting our expectation for very high
(90%-100%) recovery in the event of a payment default. The $1
billion credit facility consists of a $700 million revolver and a
$300 million term loan.  In addition, we are assigning our 'BB+'
issue-level rating and '1' recovery rating to $1.5 billion in
senior secured notes."

"The rating actions are based on the proposed refinancing plan. If
the final capital structure differs from what is contemplated, we
could review the ratings," S&P noted.

"The affirmation of our corporate credit rating on CITGO reflects
the additional financial flexibility this refinancing provides as
well as modest improvements in industry conditions," said Standard
& Poor's credit analyst Amy Eddy.

The proposed refinancing enhances liquidity by remedying pending
maturities and eliminating burdensome required principal
amortization in 2011.  Currently, the company's revolving credit
facility matures in November 2010.  As a result of the
refinancing, the revolver as well as the proposed term debt (loan
and notes) will have maturities ranging from 2013 to 2020 and
requires principal payments of about $15 million per year on the
term loan.  The existing capital structure would require principal
payments of $200 million in 2011 and debt maturities of more than
$900 million in 2012.  Additionally, CITGO's overall liquidity
will increase to about $760 million from slightly more than $600
million at the end of March 2010, with an additional liquidity
feature in the proposed credit facilities that is discussed
further in the liquidity section of our research report to be
published on RatingsDirect.

"The negative outlook reflects our concerns that the recent uptick
in margins and differentials is tenuous and may not be
sustainable, in which case CITGO's financial measures would come
under further pressure and we could quickly lower our rating. If
we become more comfortable that conditions in the industry will
remain somewhere near second-quarter levels over a prolonged
period we could revise the outlook to stable," S&P said.


CLIFFORD WOERNER: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Joint Debtors: Clifford Joseph Woerner
               aka C.J. Woerner
               aka Woerner Interests
               Gail Suzanne Woerner
               aka Gail Woerner
               aka Gail S. Woerner
               4807 Park Ln.
               Austin, TX 78732

Bankruptcy Case No.: 10-11365

Chapter 11 Petition Date: May 13, 2010

Court: United States Bankruptcy Court
       Western District of Texas (Austin)

Judge: Craig A. Gargotta

Debtor's Counsel: Barbara M. Barron, Esq.
                  Barron & Newburger, P.C.
                  1212 Guadalupe, #104
                  Austin, TX 78701
                  Tel: (512) 476-9103
                  Fax: (512) 476-9253
                  E-mail: bbarron@bnpclaw.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/txwb10-11365.pdf

The petition was signed by Clifford Joseph Woerner and Gail
Suzanne Woerner.


COHR HOLDINGS: S&P Withdraws Junk Rating on Corporate Credit
------------------------------------------------------------
Standard & Poor's Ratings Services withdrew all of its ratings,
including the 'CCC+' corporate credit rating, on Chatsworth,
Calif.-based Cohr Holdings Inc. at the company's request.


COLORADO ALTITUDE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Colorado Altitude Training LLC
        686 Taylor Avenue
        Louisville, CO 80027

Bankruptcy Case No.: 10-21951

Chapter 11 Petition Date: May 14, 2010

Court: U.S. Bankruptcy Court
        District of Colorado (Denver)

Judge: Elizabeth E. Brown

Debtor's Counsel: Peter J. Lucas, Esq.
                  1917 Market Street, Suite A
                  Denver, CO 80202
                  Tel: (303) 297-9800
                  Fax: (888) 849-8018
                  E-mail: lucasp@appellucas.com

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

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

A copy of the Company's list of 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/cob10-21951.pdf

The petition was signed by L.M. Kutt, CEO.


COLUMBUS BANK: S&P Holds 'BB+/B' Ratings on 21 Bond Issues
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB+/B' ratings on
21 bond issues supported by Columbus Bank and Trust Co. letters of
credit (LOCs) and removed the ratings from CreditWatch with
negative implications.

The ratings on the affected issues are based on the credit and
liquidity support that Columbus Bank and Trust Co. ('BB+/B')
provides in the form of LOCs.  The LOCs provide for the full and
timely payment of interest and principal according to the
transactions' terms.

S&P said, "Rating actions reflect the May 5, 2010, affirmation of
our long- and short-term counterparty credit ratings on Columbus
Bank and Trust Co. and our removal of those ratings from
CreditWatch negative, where they were placed Feb. 8, 2010."

Rating adjustments may be precipitated by, among other things,
changes in the rating assigned to any financial institution that
is providing an irrevocable LOC or by amendments to the
documentation governing the obligations


COMMERCIAL 172: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Commercial 172, Inc.
        P.O. Box 1600
        Suite 208
        Cidra, PR 00739

Bankruptcy Case No.: 10-04070

Chapter 11 Petition Date: May 13, 2010

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

Debtor's Counsel: Victor Gratacos Diaz, Esq.
                  P.O. Box 7571
                  Caguas, PR 00726
                  Tel: (787) 746-4772
                  E-mail: vgratacd@coqui.net

Scheduled Assets: $1,393,000

Scheduled Debts: $2,837.639

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/prb10-04070.pdf

The petition was signed by Lizbeth Fonseca Cotto, president.


COMVEST LTD: Wants Court to Convert Case to Chapter 7 Liquidation
-----------------------------------------------------------------
Jessika Lewis at wboy.com, citing papers filed with the court,
says Comvest wanted to have its Chapter 11 bankruptcy case
converted to Chapter 7 liquidation, citing that the Company is
beyond reorganization.  The Company's creditors have 21 days to
file an opposition to change the case.

Comvest Ltd. Inc. -- http://www.comvestltd.com/-- is a privately
held firm involved in providing flexible and innovative tax-exempt
financing solutions in the mid-Atlantic region.

Comvest filed for Chapter 11 on April 2, 2010 (Bankr. S.D. W.V.
Case No. 10-40119).  Andrew S. Nason, Esq., at Pepper & Nason,
represents the Debtor in its Chapter 11 effort.  The petition said
that assets were up to $50,000 while debts were $1,000,001 to
$10,000,000.


CONSERVANCY LAND: Case Summary & 6 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Conservancy Land Group, LLC
        5922-A Six Forks Road
        Raleigh, NC 27609

Bankruptcy Case No.: 10-03852

Chapter 11 Petition Date: May 13, 2010

Court: United States Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: Stephani W. Humrickhouse

Debtor's Counsel: Gerald A. Jeutter, Jr., Esq.
                  P.O. Box 12585
                  Raleigh, NC 27605-2585
                  Tel: (919) 334-6631
                  Fax: (919) 833-9793
                  E-mail: jeb@jeutterlaw.com

Scheduled Assets: $851,588

Scheduled Debts: $1,029,404

A list of the Company's 6 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/nceb10-03852.pdf

The petition was signed by Howard Jacobson, manager/member.


COPPER KING: Files Petition for Protection Under Chapter 11
-----------------------------------------------------------
The Board of Directors of Copper King Mining Corporation and its
wholly owned subsidiary Western Utah Copper Company made the
following disclosure:

-- Copper King and its subsidiary Western Utah Copper Company
   filed voluntary petitions for reorganization under Chapter 11
   of the U.S. Bankruptcy Code.

-- Marcus Southworth resigned as Chief Executive Officer of the
   Company. Mr. Southworth will remain as President.

-- The Watley Group has been retained to provide Chief Executive
   Officer, financial, and investment banking services to the
   Company and to represent the Company in connection with the
   Chapter 11 proceedings.  The Watley Group has designated
   Anthony Bryan Jr., a restructuring and turnaround expert, as
   Chief Executive Officer.  The Company plans to schedule a
   series of conference calls to brief shareholders and creditors
   and to answer questions.  Mr. Bryan will chair the call.
   Conference call information will be provided as soon as it can
   be arranged.

Marcus Southworth, President of Copper King commented, "I look
forward to working with Mr. Bryan during the Chapter 11 process.
We plan to move very quickly to stabilize the company and we are
developing a very compelling plan of reorganization that will
enable us to successfully emerge as a stronger company with
healthy mining operations, a stronger balance sheet, a competitive
cost structure, and the ability to increase our proven reserves.
It is our goal to emerge from Chapter 11 as quickly as possible.
I am confident that we can build a healthier business and restore
Copper King as a premier mining business."


DAVID LEE: Case Summary & 16 Largest Unsecured Creditors
--------------------------------------------------------
Joint Debtors: David Lee
                 aka David Aaron Lee
               Julie Lee
                 aka Julie Ann Lee
                     Julie Devors
               P.O. Box 9
               Palo Cedro, CA 96073

Bankruptcy Case No.: 10-32727

Chapter 11 Petition Date: May 14, 2010

Court: U.S. Bankruptcy Court
       Eastern District of California (Sacramento)

Judge: Robert S. Bardwil

Debtor's Counsel: Fredrick E. Clement, Esq.
                  1300 West Street #C
                  Redding, CA 96001
                  Tel: (530) 229-3900

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

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

According to the schedules, the Joint Debtors say that assets
total $784,074 while debts total $1,266,156.

A copy of the Joint Debtors' list of 16 largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/caeb10-32727.pdf

The petition was signed by the Joint Debtors.


DELTA AIR: Judge Rules in Favor of Delta on Mesa Contract
---------------------------------------------------------
Bankruptcy Law360 reports that a federal judge has sided with
Delta Air Lines Inc. in a long-standing dispute over the carrier's
cancellation of a $20 million-a-month jet air service contract
with Mesa Air Group Inc., a move the bankrupt regional carrier
said would force it to lay off 500 workers at its Freedom Airlines
Inc. subsidiary.

                       About Delta Air Lines

Atlanta, Georgia-based Delta Air Lines (NYSE: DAL) --
http://www.delta.com/or http://www.nwa.com/-- serves more than
160 million customers each year.  Delta and the Delta Connection
carriers offer service to 367 destinations in 66 countries on six
continents.  Delta employs more than 70,000 employees worldwide
and operates a mainline fleet of nearly 800 aircraft.  A founding
member of the SkyTeam global alliance, Delta participates in the
industry's trans-Atlantic joint venture with Air France KLM.
Including its worldwide alliance partners, Delta offers customers
more than 16,000 daily flights, with hubs in Amsterdam, Atlanta,
Cincinnati, Detroit, Memphis, Minneapolis-St. Paul, New York-JFK,
Paris-Charles de Gaulle, Salt Lake City and Tokyo-Narita.  The
airline's service includes the SkyMiles frequent flier program,
the world's largest airline loyalty program; the BusinessElite
service; and more than 50 Delta Sky Clubs in airports worldwide.

Delta became the world's largest airline following merger with
Northwest Airlines in 2008.

Northwest and 12 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).
On May 21, 2007, the Court confirmed the Northwest Debtors'
amended plan.  That amended plan took effect May 31, 2007.

Delta and 18 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represented
the Delta Debtors in their restructuring efforts. On April 25,
2007, the Court confirmed the Delta Debtors' plan.  That plan
became effective on April 30, 2007.

At December 31, 2009, Delta had total assets of $43,539,000,000
against total current liabilities of $9,797,000,000 and total
noncurrent liabilities of $33,497,000,000, resulting in
stockholders' equity of $245,000,000.  At end-2008, Delta had
stockholders' equity of $874,000,000.  The December 31, 2009
balance sheet showed strained liquidity: Delta had total current
assets of $7,741,000,000 against total current liabilities of
$9,797,000,000.

(Bankruptcy Creditors Service Inc. publishes Delta Air Lines
Bankruptcy News, http://bankrupt.com/newsstand/or 215/945-7000).

                        *     *     *

Delta Air Lines and Northwest Airlines carry a 'B/Negative/--'
corporate ratings from Standard & Poor's.  They also continue to
carry 'B2' corporate family ratings from Moody's and "B-" LT
Issuer Default rating from Fitch.

                     About Mesa Air Group

Mesa currently operates 130 aircraft with approximately 700 daily
system departures to 127 cities, 41 states, Canada, and Mexico.
Mesa operates as Delta Connection, US Airways Express and United
Express under contractual agreements with Delta Air Lines, US
Airways and United Airlines, respectively, and independently as
Mesa Airlines and go! Mokulele.  This operation links Honolulu to
the neighbor island airports of Hilo, Kahului, Kona and Lihue. The
Company, founded by Larry and Janie Risley in New Mexico in 1982,
has approximately 3,500 employees.

Mesa Air Group Inc. and its units filed their Chapter 11 petitions
Jan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), listing
assets of $976 million against debt totaling $869 million as of
Sept. 30, 2009.

Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as local counsel.
Imperial Capital LLC is the investment banker.  Epiq Bankruptcy
Solutions is claims and notice agent.

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


DESERT CAPITAL: Posts $3.6 Million Net Loss in Q1 Ended March 31
----------------------------------------------------------------
Desert Capital REIT, Inc., filed its quarterly report on Form 10-
Q, showing a net loss of $3.6 million on net interest loss (before
provision for loan losses) of $616,000 for the three months ended
March 31, 2010, compared with a net loss of $4.2 million on net
interest loss (before provision for loan losses) of $172,000 for
the same period of 2009.

The Company's balance sheet as of March 31, 2010, showed
$80.2 million in assets, $55.8 million of liabilities, and
$24.4 million of stockholders' equity.

As reported in the Troubled Company Reporter on March 26, 2010,
Hancock Askew & Co., LLP, in Savannah, Ga., expressed substantial
doubt about the Company's ability to continue as a going concern
in its report on the Company's financial statements for the year
ended December 31, 2009.  The independent auditors noted that the
Company has suffered recurring losses from operations and cash
flow produced from operating activities is not sufficient to meet
current obligations and debt payments.

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

               http://researcharchives.com/t/s?62a0

Henderson, Nev.-based Desert Capital REIT, Inc. is a Maryland
corporation formed in December 2003 as a real estate investment
trust.  When the Company first began conducting business, it
specialized in the financing of real estate projects by providing
short-term mortgage loans to homebuilders and commercial
developers in markets where it believed it possessed requisite
skills and market knowledge, which was primarily in the western
United States.  Currently, the Company relies primarily on sales
of its real estate assets and to a lesser degree on interest
income from its performing loans and rental income from its
tenants, to provide the cash flow necessary to operate its
business.


DIXIE PELLETS: Court Approves Sale of Various Assets
----------------------------------------------------
Leesha Faulkner at Selma Times-Journal reports that a federal
bankruptcy court approved a sale of Dixie Pellets LLC's plant at
1256 County Road 78 in Selma, which includes 25 acres that once
was a state docks grain facility -- to Zilkha Biomass Energy of
Houston for $6,250,000.  According to the report, other assets
sold included 10 barges to BKM Holding LLC for $3,800,000, and a
tugboat to David Ray for $300,000.

Birmingham, Alabama-based Dixie Pellets, LLC, filed for Chapter 11
on Sept. 13, 2009 (Bankr. N.D. Ala. Case No. 09-05411).  Jennifer
Anne Harris, Esq., and Jay R. Bender, Esq., at Bradley Arant Rose
& White LLP, represent the Debtor in its restructuring effort.  In
its petition, the Debtor listed $50,000,001 to $100,000,000 in
assets and $10,000,001 to $50,000,000.


DONALD PERRY: Case Summary & 19 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Donald Hicks Perry
        306 Lakeside Circle
        Zebulon, NC 27597

Bankruptcy Case No.: 10-03923

Chapter 11 Petition Date: May 14, 2010

Court: United States Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Debtor's Counsel: Gregory B. Crampton, Esq.
                  Nicholls & Crampton, P.A.
                  P.O. Box 18237
                  Raleigh, NC 27619
                  Tel: (919) 781-1311
                  Fax: (919) 782-0465
                  E-mail: gcrampton@nichollscrampton.com

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

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

A list of the Company's 19 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/nceb10-03923.pdf

The petition was signed by Donald Hicks Perry.


DONEYN BOURKE: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Doneyn E. Bourke
          fka Doneyn E. Presley
              Doneyn E. Hayward
        6 Arkansas Avenue
        Nantucket, MA 02554

Bankruptcy Case No.: 10-15232

Chapter 11 Petition Date: May 13, 2010

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

Judge: William C. Hillman

Debtor's Counsel: Nina M. Parker, Esq.
                  Parker & Associates
                  10 Converse Place
                  Winchester, MA 01890
                  Tel: (781) 729-0005
                  Fax: (781)729-0187
                  E-mail: nparker@ninaparker.com

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

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

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

The petition was signed by the Debtor.


DOROTHY HEYMANN: Case Summary & 11 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Dorothy J. Heymann
          aka Dorothy B. Heymann
        4708 Howard Avenue
        Beltsville, MD 20705

Bankruptcy Case No.: 10-20946

Chapter 11 Petition Date: May 14, 2010

Court: U.S. Bankruptcy Court
       District of Maryland (Greenbelt)

Judge: Paul Mannes

Debtor's Counsel: Richard B. Rosenblatt, Esq.
                  The Law Offices of Richard B. Rosenblatt
                  30 Courthouse Square, Suite 302
                  Rockville, MD 20850
                  Tel: (301) 838-0098
                  E-mail: rrosenblatt@rosenblattlaw.com

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

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

A copy of the Debtor's list of 11 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/mdb10-20946.pdf

The petition was signed by the Debtor.


EL FORIDITA: Case Summary & 21 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: El Foridita Inc.
        dba Buenos Ayres Bar & Grill
        Avenida Condado #56
        Esq. Magdalena
        Condado, PR 00907

Bankruptcy Case No.: 10-04089

Chapter 11 Petition Date: May 13, 2010

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

Debtor's Counsel: Wigberto Lugo Mender, Esq.
                  Lugo Mender & Co.
                  Centro Internacional De Mercadeo
                  Rd 165 Torre 1 Suite 501
                  Guaynabo, PR 00968
                  Tel: (787) 707-0404
                  E-mail: wlugo@lugomender.com

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

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

A list of the Company's 21 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/prb10-04089.pdf

The petition was signed by Maria Isabel Marty Ravena, president.


ELBEA MALONE: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Elbea E. Malone
        1320 - 180th Street
        Abingdon, IL 61410

Bankruptcy Case No.: 10-81567

Chapter 11 Petition Date: May 13, 2010

Court: U.S. Bankruptcy Court
       Central District of Illinois (Peoria)

Judge: Thomas L. Perkins

Debtor's Counsel: Barry M. Barash, Esq.
                  256 S. Soangetaha Road, Suite 108
                  Galesburg, IL 61401
                  Tel: (309) 341-6010
                  E-mail: barashb@barashlaw.com

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

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

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

The petition was signed by the Debtor.


ERNEST CHIPIAN: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Joint Debtors: Ernest Terry Chipian
               Mary K. Chipian
               2248 East 10000 South
               Sandy, UT 84092

Bankruptcy Case No.: 10-26437

Chapter 11 Petition Date: May 13, 2010

Court: United States Bankruptcy Court
       District of Utah (Salt Lake City)

Judge: R. Kimball Mosier

Debtor's Counsel: Andres Diaz, Esq.
                  1 On 1 Legal Services
                  307 West 200 South
                  Suite 2004
                  Salt Lake City, UT 84101
                  Tel: (801) 596-1661
                  Fax: (801) 359-6803
                  E-mail: courtmail@adexpresslaw.com

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

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

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

The petition was signed by Ernest Terry Chipian and Mary K.
Chipian.


FILENE'S BASEMENT: To Settle Fendi Trademark Claims for $2.5-Mil.
-----------------------------------------------------------------
Filene's Basement Inc. has agreed to pay Fendi Adele SRL $2.5
million to settle a suit accusing the bankrupt discount retailer
of selling counterfeit goods with the Italian fashion house's
famous trademark, Bankruptcy Law360 reports.  Filene's filed a
motion Monday in the U.S. Bankruptcy Court for the District of
Delaware seeking approval of the deal, which also includes a
$50,000 payment to Fendi, Law360 says.

                      About Filene's Basement

Massachusetts-based Filene's Basement, also called The Basement,
is the oldest off-price retailer in the United States.  The
Basement focuses on high-end goods and is known for its
distinctive, low-technology automatic markdown system.

Filene's Basement first filed for Chapter 11 bankruptcy protection
in August 1999.  Filene's Basement was bought by a predecessor of
Retail Ventures, Inc., the following year.  Retail Ventures in
April 2009 transferred the unit to Buxbaum.

Filene's Basement, Inc. and its affiliates filed for Chapter 22 on
May 4, 2009, (Bankr. D. Del. Case No. 09-11525).  James E.
O'Neill, Esq., Laura Davis Jones, Esq., Mark M. Billion, Esq.,
Michael Seidl, Esq., and Timothy P. Cairns, Esq. at Pachulski
Stang Ziehl & Jones LLP, represented the Debtors in their
restructuring effort.  Epiq Bankruptcy Solutions serves as claims
and notice agent.  The Debtors listed $50,000,001 to $100,000,000
in assets and $100,000,001 to $500,000,000 in debts.

The Debtor is now formally named FB Liquidating Estate, following
the sale of all of its assets to Syms Corp. in June 2009.


FIRST COMMERCIAL BANK: S&P Holds 'BB+/B' Ratings on 2 Bond Issues
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB+/B' ratings on
two bond issues supported by First Commercial Bank, Birmingham
letters of credit (LOCs) and removed the ratings from CreditWatch
with negative implications, where they were placed Feb. 18, 2010.

The ratings on the affected issues are based on the credit and
liquidity support that First Commercial Bank, Birmingham ('BB+/B')
provides in the form of LOCs.  The LOCs provide for the full and
timely payment of interest and principal according to the
transactions' terms.

S&P said, "Rating actions reflect the May 5, 2010, affirmation of
our long- and short-term counterparty credit ratings on First
Commercial Bank, Birmingham and our removal of those ratings from
CreditWatch negative, where they were placed Feb. 8, 2010.

Rating adjustments may be precipitated by, among other things,
changes in the rating assigned to any financial institution that
is providing an irrevocable LOC or by amendments to the
documentation governing the obligations


FIRSTMERIT CORP: Fitch Affirms Individual Rating at 'B'
-------------------------------------------------------
Fitch Ratings has affirmed the long-term Issuer Default Rating
(IDRs) of FirstMerit Corporation (FMER) and its principal
subsidiary, FirstMerit Bank, N.A. at 'A-'.  The Rating Outlook is
Stable.

Fitch's rating actions follows FMER's announcement that it had
acquired Midwest Bank & Trust Company (MB) through an FDIC-
assisted deal with an 80% loss share agreement on the covered
assets.  Midwest Bank adds $3 billion in assets, including $2.2
billion in loans and $2.3 billion in deposits with 26 branches.
FMER paid $100 million in cash (0.4% premium on deposits and 2.7%
premium on the assets acquired) and issued a 2.5 million value
appreciation right expiring June 14, 2010 to the FDIC.  FMER's
management viewed the MB transaction as an opportunity to leverage
some of its capital and expand its footprint into the Chicago
market.  This transaction builds on FMER's recent First Bank and
George Washington Bank acquisitions, doubling its existing Chicago
branch network to 54 from 28.

Additionally, FMER has also announced a capital offering of $315
million in common stock.  The proceeds will be used to support
capital levels following the closing of the MB acquisition.  FMER
has historically managed with high capital levels.  At March 31,
2010, the tangible common equity ratio stood at 7.9%, which
included the impact of the two smaller acquisitions, First Bank
and George Washington Bank.  Fitch expects the tangible common
equity ratio to remain in excess of 6% including the MB
transaction and the completed capital raise.

The affirmation of FMER's ratings and Stable Outlook reflect the
bank's consistent financial performance during a difficult
operating environment, expansion initiatives, and stable asset
quality performance.  Also incorporated in the affirmation is the
likelihood that FMER's tangible common equity position will
rebuild through earnings to near-historical levels as indicated by
management.  Fitch will also assess acquisition developments
including integration, capital and earnings generation post-close.
Additionally, Fitch expects FMER to gain traction in the Chicago
footprint demonstrating its ability to compete while growing its
loan book prudently.  Reductions in capital to below historical
levels and deterioration in asset quality from FMER's core
portfolio, that exceeds recent performance, could result in
negative rating action.

Fitch affirms the following ratings with a Stable Outlook:

FirstMerit Corporation

--IDR at 'A-';
--Short-term IDR at 'F1';
--Individual at 'B';
--Support at '5';
--Support floor 'NF'.

FirstMerit, N.A.

--Long-term IDR at 'A-';
--Long-term deposits at 'A';
--Short-term IDR at 'F1';
--Short-term deposits at 'F1;
--Support at '5';
--Support floor 'NF'.


FORD MOTOR: Moody's Upgrades CFR and PDR to B1 from B2
------------------------------------------------------
Moody's Investors Service upgraded the ratings of Ford Motor
Company and Ford Motor Credit Company.  Ratings raised include
Ford's Corporate Family Rating and Probability of Default Rating
to B1 from B2, secured credit facility to Ba1 from Ba2, senior
unsecured debt to B2 from B3, and trust preferred to B3 from Caa1.
The Speculative Grade Liquidity rating remains at SGL-2.  Also
raised are Ford Credit's CFR and senior debt rating to Ba3 from
B1. The rating outlook for Ford and Ford Credit is stable.

The upgrade of Ford's long-term ratings anticipates that the
company's restructured business model, supported by recovering
demand in the US market, will generate significantly improved
operating and financial performance.  In addition, the prospect of
growing free cash generation could enable Ford to undertake
meaningful deleveraging during 2011 and beyond.  The strength of
Ford's business model is supported by a robust new-product
program, a more disciplined approach toward production levels and
incentives, the expanding cost benefits associated with the new
UAW agreement, solid progress in globalizing platforms and product
offerings, and a healthy liquidity profile.  This model is
generating market share gains in the US, healthy price
realization, stronger vehicle residual values, and improving
operating performance.

The stable outlook reflects Ford's ability to adequately contend
with the risks and challenges it may face.  These risks include a
slowdown in European auto demand that could be exacerbated by the
fallout associated with the debt crisis in Greece, a possible
escalation in the use of incentives in the US, or a slowdown in
the pace of the US recovery.  Ford's ability to contend with these
potential challenges is supported by operational strengths that
are sustainable and by a strong liquidity position.

Bruce Clark, senior vice president with Moody's, said "We think
that Ford now has a healthy and sustainable operating model.  The
cost side of the equation has largely been addressed by the
massive restructuring associated with the renegotiated UAW
contract.  This significantly reduced the company's breakeven
level.  The revenue side of the equation is being addressed by the
company's much more robust product portfolio. Consequently, as
demand in the US continues to recover through 2011, Ford is well
positioned to generate stronger operating performance and cash
flow."

Ford Credit's corporate family rating was upgraded to Ba3 based
upon Moody's expectation that Ford's improved operating prospects
and financial condition will have positive implications for Ford
Credit's stand-alone credit profile, in terms of its asset quality
and profitability measures, capital adequacy and access to
funding.  The upgrade preserves the one-notch higher positioning
of Ford Credit's corporate family rating versus Ford's corporate
family rating, based upon Moody's view that loss severity in the
event of default for Ford Credit would be meaningfully lower than
for Ford.

Ford Credit's stable rating outlook mirrors the Ford rating
outlook, in recognition of the business and ownership connections
between the two firms.  As well, the outlook reflects Moody's
expectation that Ford Credit's prospects for improving asset
quality and earnings should strengthen as economic recovery
progresses.  Moody's notes that for Ford Credit to sustain the one
notch rating differential with Ford, it must continue to
demonstrate fundamental characteristics that merit the higher
credit grade.  In this respect, Moody's believes that Ford
Credit's reliance on confidence-sensitive wholesale funding is a
constraint to its stand-alone profile.  Furthermore, Moody's
expects that Ford Credit will eventually increase its leverage, as
its confidence in improved capital market access strengthens.  A
material increase in Ford Credit's leverage profile could also
limit the firm's potential for future ratings upgrade, in relation
to any further upgrade of Ford's ratings.

Ford's strong liquidity position is a key factor in the upgrade
and in the company's ability to contend with potential
competitive, operating or market challenges.  This liquidity
position consists of $22 billion in cash and $3 billion in
availability under a committed credit facility.  The company's
principal liquidity requirements include $2 billion in debt
maturing during the coming twelve months.  In addition, Moody's
estimates that the company needs approximately $8 billion in cash
to fund intra-quarter working capital requirements.  Ford's cash
generation should be near break even for 2010.  Consequently,
Moody's calculates that the liquidity available as a cushion
against unanticipated stress should approximate $10 to $15 billion
over the next twelve months.

Despite Ford's improving operating profile, the company's credit
metrics for the last twelve months through the first quarter of
2010 are weak, with debt/EBITDA of more than 7x and EBITA/interest
of only 1x.  These metrics have been pressured by the severe
decline in US auto shipments that bottomed out at 10.4 million
units in 2009, and have not yet fully benefited from the recovery
in demand that Moody's estimates will lift US shipments to
11.5 million units for 2010.  An additional burden is the
company's large adjusted debt position, consisting of $31 billion
of funded debt, $12 billion of unfunded pension liabilities, and
$5 billion of operating lease debt equivalents.

Over the next twelve months Ford should generate performance and
credit metrics that improve steadily and that are solidly
supportive of the B1 CFR.  Moreover, the company's rating could be
considered for further possible upgrade if it continues to
demonstrate strong operating fundamentals in areas such as product
quality, cost control, and pricing discipline, and if its
performance remains on track to deliver EBITA/interest greater
that 2x and debt/EBITDA approximating 4.5x.

The last rating action on Ford was an upgrade of the company's
Corporate Family Rating to B2 on March 17, 2010.

The last rating action on Ford Credit was an upgrade of the firm's
senior unsecured rating to B1 on March 17, 2010.

Ford Motor Company, headquartered in Dearborn Michigan, is a
leading global manufacturer of automobiles. Ford Motor Credit
Company LLC is the Dearborn, Michigan-based captive finance arm of
Ford Motor Company.


FOUNTAIN SQUARE II: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Fountain Square II, Ltd.
        4925 Independence Parkway, Suite 150
        Tampa, FL 33634

Bankruptcy Case No.: 10-11419

Chapter 11 Petition Date: May 13, 2010

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

Debtor's Counsel: Don M Stichter, Esq.
                  Stichter, Riedel, Blain & Prosser
                  110 East Madison Street, Suite 200
                  Tampa, FL 33602
                  Tel: (813) 229-0144
                  Fax: (813) 229-1811
                  E-mail: dstichter.ecf@srbp.com

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

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

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

The petition was signed by James W. Lewis Jr., president of
Fountain Square II GP, Inc., General Partner.


GENERAL GROWTH: Hearing on Oakwood Entities' Plan Today
-------------------------------------------------------
Judge Allan J. Gropper of the U.S. Bankruptcy Court for the
Southern District of New York will convene a hearing on May 20,
2010, to consider confirmation of the Joint Plan of Reorganization
and final approval of the Disclosure Statement as to Debtors
Oakwood Shopping Center Limited Partnership and Rouse-Oakwood
Shopping Center, LLC.  The Two Debtors were added as proponents to
the Plan on May 12, 2010.

Objections to the Disclosure Statement and Plan were due May 19.

Solely with respect to Oakwood Shopping Center and Rouse-Oakwood
Shopping Center, the Debtors filed with the Court on May 17, 2010,
supplements to their Disclosure Statement.

Specifically, the Debtors disclose that Citicorp North America,
Inc. holds a mortgage on Oakwood Shopping Center, securing a $95
million loan to Oakwood.  The terms of the Oakwood Loan required
repayment of the loan on or before its March 16, 2009 maturity
date.  Oakwood failed to repay the loan on the maturity date,
thereby defaulting under the Oakwood Loan and, on March 17, 2009,
Citicorp commenced a lawsuit for foreclosure on the property.  An
order of seizure of the property and appointment of a neutral
"keeper" was entered in the Foreclosure Lawsuit.  However,
enforcement of the seizure order was stayed due to the imposition
of the automatic stay on the Petition Date.  Citicorp then asked
the Bankruptcy Court to lift the automatic stay to pursue the
foreclosure action in Louisiana.  The hearing on the Lift Stay
Motion has been adjourned by the parties.  Upon execution of the
loan modification agreement contemplated in the Plan, Citicorp
will file an order seeking dismissal of the Foreclosure Lawsuit.
In addition, pursuant to the loan modification agreement
contemplated by the Plan, Citicorp, on its own behalf and as the
administrative agent for Sandelman Partners CRE CDO I, Ltd., and
Pembrook Community Investors LLC, will agree to withdraw the Lift
Stay Motion, and to forgo pursuit of any and all other requests
for relief from the automatic stay related to Oakwood Shopping
Center.

In addition, the Debtors filed these supplemental Plan exhibits:

(a) a chart of current organizational structure of the GGP
     Group as well as certain joint ventures in which the GGP
     Group holds ownership interests, available for free at:

    http://bankrupt.com/misc/ggp_may17codedorgstructure.pdf

(b) Oakwood Shopping Center Limited Partnership, the owner of
     the mall known as Oakwood Shopping Center, is converted to a
     company named Oakwood Shopping Center, LLC.  Oakwood
     Shopping Center Limited Partnership's partners are Rouse-
     Oakwood Shopping Center, LLC and The Rouse Company Operating
     Partnership LP.  Immediately after the conversion, Rouse-
     Oakwood Shopping Center, LLC, wholly owned by The Rouse
     Company Operating Partnership LP, is dissolved.  As a result
     of the dissolution, the ownership interests of the newly
     converted Oakwood Shopping Center, LLC are now wholly owned
     by The Rouse Company Operating Partnership LP.  A chart
     showing corporate reorganization process of the Two Plan
     Debtors is available for free at:

      http://bankrupt.com/misc/ggp_2PropRestructuring.pdf

A full-text copy of the Disclosure Statement Eighth Supplement is
available for free at http://bankrupt.com/misc/ggp_DS8thSupp.pdf

                   Financial Projections

As part of the Disclosure Statement, the Plan Debtors estimate
that their emergence costs are about $587.9 million.  Of the
$587.9 million, $467 million is associated with the mortgage and
mezzanine debt restructuring, including extension fees, servicer
fees and expenses, catch-up amortization payments, accrued
interest, the funding of certain escrows and other expenses.  A
further $120.9 million is associated with distributions related to
prepetition claims against the Plan Debtors.  The Plan Debtors are
expected to fund these restructuring costs and Plan distributions
predominately from funds generated by the Plan Debtors since the
Petition Date, with additional support from excess liquidity of
GGP LP.

Marcia L. Goldstein, Esq., at Weil, Gotshal & Manges LLP, in New
York, counsel to the Debtors, said the project-level projections
completed in August 2009 show that the Plan Debtors will have cash
flow well exceeding the amounts necessary to satisfy their
principal and interest payments under the restructured secured
loans and all other cash needs through 2014.  The Plan Debtors'
cash flow in 2010 is estimated to be about $351.2 million less
than their cash needs, due primarily to the $150 million pay-down
of the secured debt on GGP Ala Moana L.L.C.'s property as
negotiated as part of the restructuring of that entity's
property level secured loan, she related.  GGP expects to fund
this shortfall out of excess liquidity of GGP LP.  The Ala Moana
pay-down also can be deferred beyond 2010, she added.

Ms. Goldstein maintained that the consolidated cash forecast
shows that GGP has sufficient cash to fund the Emergence Costs of
the Plan Debtors as well as the estimated $351.2 million
shortfall in 2010.  On a pro forma basis including all estimated
Emergence Costs and other payments required by the Plan, GGP
projects it will have $227 million in cash available at the end
of 2010, she disclosed.

A table showing GGP's 8-Month Cash Forecast is available for free
at http://bankrupt.com/misc/ggp_may17cashforecast.pdf

The Plan Debtors also submitted to the Court on May 17, 2010,
amended exhibits to their Plan.  The amended exhibits contained:

(a) property-specific exhibit "B" as to Oakwood Shopping Center
     Limited Partnership;

(b) a list of contracts to be assumed under the Plan;

(c) a list of contracts that expired under the Plan;

(d) a list of officers of the Two Plan Debtors after the
     effective date of the Plan, namely:

     Name                    Title
     ----                    -----
     Edmund Hoyt             Manager
     Robert A. Michaels      Manager
     Thomas H. Nolan, Jr.    Manager
     Andrew T. Panaccione    Manager (Independent)
     Michelle A. Dreyer      Manager (Independent)
     Adam S. Metz            Chief Executive Officer
     Thomas H. Nolan, Jr.    President & Chief Operating
                             Officer
     Robert A. Michaels      Vice Chairman
     Sharon M. Polonia       Executive Vice President
     Ronald L. Gern          Senior Vice President & Secretary
     Edmund Hoyt             Treasurer
     Kathleen M. Courtis     Vice President
     Linda J. Wight          Vice President and Assistant
                             Secretary
     Michael Chimitris       Assistant Secretary
     Howard A. Sigal         Assistant Secretary
     Carol A. Williams       Assistant Secretary

(e) a disclosure stating that ChillCo, Inc., asserts a disputed
     mechanics lien against Oakwood Shopping Center Limited
     Partnership.

A full-text copy of the May 17 Exhibits is available for free at:

        http://bankrupt.com/misc/ggp_May17PlanAddendum.pdf

                       About General Growth

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

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

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


GENERAL GROWTH: Amends Investment Agreement with Brookfield
-----------------------------------------------------------
General Growth Properties, Inc., disclosed with the U.S.
Securities and Exchange Commission on May 13, 2010, that it
entered into amendments to:

  (i) a Cornerstone Investment Agreement between GGP and REP
      Investments LLC, an affiliate of Brookfield Asset
      Management Inc.;

(ii) a Stock Purchase Agreement between GGP and The Fairholme
      Fund and Fairholme Focused Income Fund; and

(iii) a Stock Purchase Agreement between GGP and Pershing Square
      Capital Management, L.P. on behalf of Pershing Square,
      L.P., Pershing Square II, L.P., Pershing Square
      International, Ltd., and Pershing Square International V,
      Ltd.

GGP also enter into a waiver agreement with Pershing Square.

GGP Senior Vice President and Chief Financial Officer Edmund Hoyt
relates that the Second Amendments and the Pershing Waiver effect,
among others, these modifications to the Investment Agreements:

  * Pershing has waived its right under the Pershing Agreement
    to receive warrants to purchase common stock of GGP.

  * The exercise price per share under the warrants to purchase
    common stock of reorganized GGP to be issued to REP upon
    consummation of the plan of reorganization contemplated by
    the Investment Agreements has been increased from $10.50 to
    $10.75.

In addition, William Ackman, managing member at Pershing Square,
wrote to GGP's board of directors on May 7, 2010 about Pershing
Square's decision to forgo its right to receive the 17 million
warrants.  In his letter, Mr. Ackman explained that the waiver of
the Warrants will reduce the frictional costs associated with the
company selecting Simon Property Group, Inc.'s going-private
alternative or other future alternatives that may arise between
May 7, 2010 and the completion of the plan of reorganization.
Pershing Square's waiver of its interim warrants was memorialized
in the Pershing Waiver.

In accordance with the Investment Agreements, as amended, GGP
entered into a Warrant and Registration Rights Agreement with
Mellon Investor Services LLC as warrant agent on May 10, 2010,
whereby GGP issued 60,000,000 Warrants to REP and 42,857,143
Warrants to Fairholme.

Each Warrant entitles the holder thereof to purchase one share of
Common Stock at an initial exercise price of $15 per share,
subject to adjustment as provided in the Warrant Agreement.  Forty
percent of the Warrants vested upon issuance, 20% of the Warrants
will vest on July 12, 2010, and the remaining Warrants will vest
in equal daily installments from July 13, 2010 to December 31,
2010, except that any Investor's Warrants that have not vested on
or before termination of that Investor's Investment Agreement will
not vest and will be cancelled.  The Warrants will expire on May
10, 2017.  The Warrants were issued to REP and Fairholme in a
private placement exempt from registration pursuant to Section
4(2) of the Securities Act of 1933, as amended.

In addition, pursuant to the Investment Agreements, GGP entered
into an amendment to a Rights Agreement on May 11, 2010, with BNY
Mellon Investor Services, as successor to Norwest Bank Minnesota,
N.A., to provide that:

  (a) the Rights Agreement is inapplicable to (i) the
      acquisition by the Investors of the Warrants and the
      underlying securities thereof, (ii) any anti-dilution
      adjustments to those Warrants pursuant to the Warrant
      Agreement, (iii) any shares of New Common Stock that an
      Investor may be deemed to own by no actions of its own and
      (iv) up to an additional 2.5%, 1.786% and 0.714% of the
      issued and outstanding shares of Common Stock by REP,
      Fairholme and Pershing;

  (b) no Investor will be deemed to be an Acquiring Person as
      defined in the Rights Agreement;

  (c) neither a Shares Acquisition Date nor a Distribution Date
      as defined in the Rights Agreement will be deemed to
      occur; and

  (d) the rights under the Rights Agreement will not separate
      from the Common Stock, as a result of the acquisition by
      an Investor of the Warrants, the underlying securities
      thereof and the acquisition of beneficial ownership of up
      to the additional shares of Common Stock.

The Court previously approved the bidding procedures and the
issuance of warrants to compensate Brookfield and Fairholme for
the $7 billion capital commitments and $500 million backstop
offers under the Investment Agreements, as revised.

A full-text copy of the Investment Agreements, as revised and as
of May 13, 2010, and the Warrant Agreement is available for free
at http://bankrupt.com/misc/ggp_May13InvAgrs.pdf

                           *     *     *

Pershing Square Capital Management, L.P., filed with the SEC a
Schedule 13-D/A on May 11, 2010, disclosing those information
reported by GGP.  In an interview with Bloomberg News' Deidre
Bolton, Mr. Ackman foresees GGP's emergence from bankruptcy by
September 2010.

                       About General Growth

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

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

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


GENERAL GROWTH: Files Form 10-Q for March 31 Quarter
----------------------------------------------------
General Growth Properties, Inc. filed with the U.S. Securities and
Exchange Commission on May 13, 2010, a quarterly report on Form
10-Q for the quarter ended March 31, 2010.  A full-text copy of
the Form 10-Q is available for free at:

                  http://ResearchArchives.com/t/s?6211

In a public statement dated May 12, 2010, GGP provided an update
to its net income attributable to common stockholders and earnings
per share for the first quarter.  NOI, Core FFO and FFO for the
first quarter remain as previously reported, David Keating, senior
director for corporate communications of GGP, relates.

Mr. Keating discloses that GGP changed its net income attributable
to common stockholders for the first quarter from $78.4 million to
$51.7 million.  He notes that GGP recorded a net loss attributable
to common stockholders of $396.1 million in the first quarter of
2009.  The update reflects a reduction in the non-cash gain GGP
recognized as a result of the January 2010 public offering of
common stock by Aliansce, GGP's unconsolidated affiliate in
Brazil, he explains.  GGP also changed EPS for the first quarter
from $0.25 to $0.16, he adds.

A full-text copy of the updated first quarter 2010 results can be
accessed for free at http://ResearchArchives.com/t/s?6212

                  General Growth Properties, Inc.
                   Consolidated Balance Sheet
                       As of March 31, 2010

Assets:
Investment in real estate:
  Land                                         $3,330,049,000
  Buildings and equipment                      22,816,895,000
   Less accumulated depreciation               (4,617,965,000)
Developments in progress                         434,449,000
                                            -----------------
  Net property and equipment                   21,963,428,000
  Investment in and loans to/from Unconsolidated
  Real Estate Affiliates                        1,990,367,000
  Investment property and property held for
  development and sale                          1,768,098,000
                                            -----------------
   Net investment and real estate              25,721,893,000
Cash and cash equivalents                         573,120,000
Accounts and notes receivable, net                393,405,000
Goodwill                                          199,664,000
Deferred expenses, net                            286,394,000
Prepaid expenses and other assets                 716,158,000
                                            -----------------
    Total assets                              $27,890,634,000
                                            =================

Liabilities and equity:
Liabilities not subject to compromise
  Mortgages, notes and loans payable          $13,789,048,000
  Investment in and loans to/from Unconsolidated
  Real Estate Affiliates                           39,329,000
  Deferred tax liabilities                        859,144,000
  Accounts payable and accrued expenses         1,190,597,000
                                            -----------------
  Liabilities not subject to compromise        15,878,118,000
Liabilities subject to compromise              10,852,350,000
                                            -----------------
   Total liabilities                           26,730,468,000

Equity:
  Common stock                                      3,188,000
  Additional paid-in capital                    3,753,998,000
  Retained earnings (accumulated deficit)      (2,780,971,000)
  Accumulated other comprehensive loss               (763,000)
  Less common stock in treasury                   (76,752,000)
                                            -----------------
   Total stockholders' equity                     898,700,000
  Noncontrolling interests in consolidated
  real estate affiliates                           23,820,000
                                            -----------------
  Total equity                                    922,520,000
                                            -----------------
    Total liabilities and equity              $27,890,634,000
                                            =================

                  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


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

Cash flows from operating activities:
Net income (loss)                                $55,841,000
Adjustments to reconcile net (loss) income to
net cash provided by operating activities:
Equity in income of Unconsolidated Real Estate
  Affiliates                                     (33,751,000)
Provision for doubtful accounts                   6,327,000
Distributions received from Unconsolidated Real
  Estate Affiliates                                8,726,000
Depreciation                                    165,405,000
Amortization                                     11,897,000
Amortization of deferred finance costs            8,857,000
Amortization of debt market rate adjustments     12,391,000
Amortization of intangibles other than in-place
  leases                                           1,049,000
Straight-line rent amortization                 (10,547,000)
Non-cash interest expense on Exchangeable
  Senior Notes                                     7,110,000
Non-cash interest expense resulting from
  termination of interest rate swaps               4,520,000
Provisions for impairment                        11,350,000
Participation expense pursuant to Contingent
  Stock Agreement                                          -
Land/residential development and acquisitions
  expenditures                                   (16,120,000)
Cost of land sales                                1,326,000
Reorganization items - finance costs related to
  emerged entities                                91,746,000
Non-cash reorganization items                  (203,580,000)
Glendale Matter deposit                                   -
Net changes:
  Accounts and notes receivable                   14,850,000
  Prepaid expenses and other assets               30,000,000
  Deferred expenses                               (8,087,000)
  Accounts payable and accrued expenses and
   deferred tax liabilities                       53,206,000
  Other, net                                     (14,199,000)
                                           -----------------
   Net cash provided by operating
    activities                                   198,317,000
                                           -----------------

Cash flows from investing activities:
Acquisitions/development of real estate
and property additions/improvements             (53,402,000)
Proceeds from sales of investment properties               -
Proceeds from sales of investment in
Unconsolidated Real Estate Affiliates             7,450,000
Decrease in investments in Unconsolidated Real
Estate Affiliates                                (5,882,000)
Distributions received from Unconsolidated Real
Estate Affiliates                                 7,876,000
Loans (to) from Unconsolidated Real Estate
Affiliates, net                                           -
(Increase) decrease in restricted cash            (1,914,000)
Other, net                                        (1,350,000)
                                           -----------------
Net cash used in investing activities            (47,222,000)
                                           -----------------

Cash flows from financing activities:
Principal payments on mortgages, notes and
loans payable                                  (134,158,000)
Deferred financing costs                                   -
Finance costs related to emerged entities        (91,746,000)
Cash distributions paid to common stockholders    (5,957,000)
Cash distributions paid to holders of Common
Units                                                     -
Proceeds from issuance of common stock,
including common stock plans                              -
Other, net                                          (510,000)
                                           -----------------
Net cash (used in) provided by financing
activities                                     (232,371,000)
                                           -----------------
Net change in cash and cash equivalents           (81,276,000)
Cash and cash equivalents at beginning of
Period                                           654,396,000
                                           -----------------
Cash and cash equivalents at end of period       $573,120,000
                                           =================

                       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: Liability Claimants File Appeal Over GM Sale
------------------------------------------------------------
Bankruptcy Law360 reports that a number of product liability
claimants have appealed a finding that a bankruptcy judge was
right to allow General Motors LLC to buy the assets of bankrupt
"Old GM" free and clear of their tort claims.  Law360 reports that
Callan Campbell and four other claimants filed a notice Monday in
the U.S. District Court for the Southern District of New York.

                       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)


GENMAR HOLDINGS: Wants Wells Fargo Loan Extended Until June 4
-------------------------------------------------------------
Genmar Holdings, Inc., et al., ask the U.S. Bankruptcy Court for
the District of Minnesota to approve the sixth amendment to the
credit and security agreement, extending the Debtors' authority to
incur financing from Wells Fargo Bank, National Association, as
administrative agent for the lender parties.

The lenders agreed to provide the Debtors up to $8,000,000 of
revolving commitment.

The Debtors would use the money for general corporate purposes.

The Debtors' use of the financing will expire on June 4, 2010, or
on the occurrence of an event of default.

The budget includes a line item for disbursement for payment of
certain professional fees of $220,000.

                   About Genmar Holdings, Inc.

Pulaski, Wisconsin-based Carver Italia, LLC, and its affiliates,
including Genmar Holdings, Inc. -- http://www.genmar.com/--
is the world's second-largest manufacturer of fiberglass
powerboats.  It generated $460 million in annual revenue making
boats using brand names including Carver, Four Winns, Glastron,
Larson, and Wellcraft.

Genmar and an affiliate filed for Chapter 11 bankruptcy protection
on June 1, 2009 (Bankr. D. Minn. Case No. 09-33773, and 09-43537).
James L. Baillie, Esq., and Ryan Murphy, Esq., at Fredrikson &
Byron, PA, assist the Debtors in their restructuring efforts.
Carver Italia listed $10 million to $50 million in assets and
$100 million to $500 million in debts.

Manchester Companies, Inc., was named Chief Restructuring Officer
of Genmar and approved by the Bankruptcy Court in June and has
been managing the company's restructuring process since then.


GEORGE STOVER: Voluntary Chapter 11 Case Summary
------------------------------------------------
Joint Debtors: George Woodward Stover, II
               Betsy Upton Stover
               440 North Shore Drive
               P.O. Box 69
               Walloon Lake, MI 49796

Bankruptcy Case No.: 10-06192

Chapter 11 Petition Date: May 13, 2010

Court: United States Bankruptcy Court
       Western District of Michigan (Grand Rapids)

Judge: Scott W. Dales

Debtor's Counsel: Thomas B. Radom, Esq.
                  Butzel Long
                  Stoneridge West
                  41000 Woodward Avenue
                  Bloomfield Hills, MI 48304
                  Tel: (248) 258-1413
                  Fax: (248) 258-1439
                  E-mail: Radom@butzel.com

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

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

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

The petition was signed by George Woodward Stover, II and Betsy
Upton Stover.


GLENN JONAS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Joint Debtors: Glenn Monroig Jonas
               Sonia Rivera Velez
               459 Calle Sagrado Corazon
               Apt PH Cond. Las Violetas
               Santurce, PR 00920

Bankruptcy Case No.: 10-04137

Chapter 11 Petition Date: May 14, 2010

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

Debtor's Counsel: Maria Mercedes Figueroa y Morgade, Esq.
                  Figueroa y Morgade Legal Advisors
                  3415 Ave. Alejandrino Box 703
                  Guaynabo, PR 00969-4956
                  Tel: (787) 234-3981
                  E-mail: figueroaymorgadelaw@yahoo.com

Scheduled Assets: $1,791,289

Scheduled Debts: $1,537,770

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/prb10-04137.pdf

The petition was signed by Glenn Monroig Jonas and Sonia Rivera
Velez.


GREGORY MCCARRY: Case Summary & 7 Largest Unsecured Creditors
-------------------------------------------------------------
Joint Debtors: Gregory Michael McCarry
               aka Greg Michael McCarry
               dba Westerra Homes, LLC
               Alana Stamatedes McCarry
               aka Arlana Dixon McCarry
               dba Westerra Homes, LLC
               50 E. Lobelia Drive
               Sequim, WA 98382

Bankruptcy Case No.: 10-15486

Chapter 11 Petition Date: May 13, 2010

Court: United States Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Samuel J. Steiner

Debtor's Counsel: David Carl Hill, Esq.
                   E-mail: bankruptcy@hilllaw.com
                  Jerry R. Cahan, Esq.
                   E-mail: jerry@hilllaw.com
                  Law Office of David Carl Hill
                  2472 Bethel Rd SE Ste A
                  Port Orchard, WA 98366
                  Tel: (360) 876-5015

Scheduled Assets: $5,351,427

Scheduled Debts: $3,591,522

A list of the Company's 7 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/wawb10-15486.pdf

The petition was signed by Gregory Michael McCarry and Alana
Stamatedes McCarry.


GULF FLEET HOLDINGS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Joint Debtors: Gulf Fleet Holdings, Inc.
               Star Marine, LLC
               Gulf Wind, LLC
               Gulf Service, LLC
               Gulf Worker, LLC
               Hercules Marine, LLC
               Gulf Fleet, LLC
               Gulf Fleet Marine, Inc.
               Gulf Fleet Management, LLC
               Gulf Fleet Offshore, LLC
               Gulf Ocean Marine Services, LLC
               2623 SE Evangeline Thruway
               Lafayette, LA 70508

Bankruptcy Case No.: 10-50713

Chapter 11 Petition Date: May 14, 2010

Court: U.S. Bankruptcy Court
       Western District of Louisiana (Lafayette/Opelousas)

Judge: Robert Summerhays

Debtor's Counsel: Benjamin W. Kadden, Esq.
                  E-mail: bkadden@lawla.com
                  Christopher T. Caplinger, Esq.
                  E-mail: ccaplinger@lawla.com
                  Stewart F. Peck, Esq.
                  E-mail: speck@lawla.com
                  601 Poydras Street, Suite 2775
                  New Orleans, LA 70130
                  Tel: (504) 568-1990
                  Fax: (504) 310-9195

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

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

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Gulf Fleet Management, LLC             10-50714   5/14/10
  Assets: $1,000,001 to $10,000,000
  Debts: $50,000,001 to $100,000,000
Gulf Fleet Marine, Inc.                10-_____   5/14/10
Gulf Fleet Offshore, LLC               10-_____   5/14/10
Gulf Fleet, LLC                        10-_____   5/14/10
Gulf Ocean Marine Services, LLC        10-_____   5/14/10
Gulf Service, LLC                      10-_____   5/14/10
Gulf Wind, LLC                         10-_____   5/14/10
Gulf Worker, LLC                       10-_____   5/14/10
Hercules Marine, LLC                   10-_____   5/14/10
Star Marine, LLC                       10-_____   5/14/10

The petitions were signed by Jonathan Fox, assistant secretary and
director.

Gulf Fleet Holdings' List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Hudson Drydocks, Inc.              --                     $612,886
P.O. Box 1781
Morgan City, LA 70381

Thoma-Sea Ship Builders, LLC       --                     $451,419
P.O. Box 399
Bourg, LA 70343

FPS. Inc. - New Orleans            --                     $327,999
821 Industry Road
Kenner, LA 70062

Fleet Operators, Inc.              --                     $312,000
P.O. Drawer 350
Morgan City, LA 70381

Vacco Marine, Inc.                 --                     $160,512

Adriatic Marine, LLC               --                     $142,714

Odyssea Marine, Inc.               --                     $125,401

Genesis Offshore                   --                     $119,229

Cummins Mid-South, LLC             --                     $113,636

Port Logistic Agencia Maritima     --                     $101,239

White & Case LLP                   --                      $88,493

Qorval                             --                      $87,969

Coastal States FFST, Inc.          --                      $84,165

BrasCrew Serv. de Recrutamento     --                      $73,994

NREC Power Systems                 --                      $71,092

Coastal Distributors, Inc.         --                      $70,430

Star Tech Marine Electronics, Inc. --                      $65,561

Doarle Food Services, LLC          --                      $62,589

BNA Marine Services                --                      $62,037

Stewart Supply Inc.                --                      $62,037


GULF COAST FLATS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Gulf Coast Flats, Inc.
          fdba Sorrento Enterprises, Inc.
        19835 Markward Crossing
        Estero, FL 33928

Bankruptcy Case No.: 10-11591

Chapter 11 Petition Date: May 14, 2010

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

Debtor's Counsel: Sacha Ross, Esq.
                  Grimes Goebel Grimes Hawkins, etal
                  1023 Manatee Avenue West
                  Bradenton, FL 34205
                  Tel: (941) 748-0151
                  Fax: (941) 748-0158
                  E-mail: sross@grimesgoebel.com

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

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

According to the schedules, the Company says that assets total
$76,211 while debts total $1,565,676.

A copy of the Company's list of 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/flmb10-11591.pdf

The petition was signed by Orlando J. Sorrento, president.


HABERSHAM BANCORP: Posts $2.5 Million Net Loss in Q1 2010
---------------------------------------------------------
Habersham Bancorp filed its quarterly report on Form 10-Q, showing
a net loss of $2.5 million on $2.4 million of net interest income
(before provision for loan losses) for the three months ended
March 31, 2010, compared with a net loss of $1.7 million on
$2.5 milion of net interest income (before provision for loan
losses) for the same period of 2009.

The Company's balance sheet as of March 31, 2010, showed
$436.3 million in assets, $422.0 million of liabilities, and
$14.3 million of stockholders' equity.

As reported in the Troubled Company Reporter on April 5, 2010,
Porter Keadle Moore, LLP, in Atlanta, Ga., expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that at Dec. 31, 2009, Habersham
Bank's total capital to risk-weighted assets and Tier I capital to
average assets ratios are below the required levels as established
by regulation.  In addition, the Bank has suffered recurring
operating losses.

In its Form 10-Q for the current quarter, the Company said that a
Capital Restoration Plan has been written that addresses the
Bank's commitment to increase its capital position to a level that
would be equal or exceed required capital standards.  The Plan
includes the following: balance sheet shrinkage, sale of other
real estate, the Capital Sub-Committee offering potential
solutions, including several means of raising capital, potential
closure and sale of existing branches and other asset reduction
options.  The Plan also provides projections for capital levels
through 2011.

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

               http://researcharchives.com/t/s?6285

Cornelia, Ga.-based Habersham Bancorp operates as the bank holding
company for Habersham Bank, a full-service commercial banking
business based in Habersham, White, Cherokee, Warren, Stephens,
Forsyth and Hall Counties, Georgia.


HARVEST OAKS: Hearing on Further Cash Collateral Set for May 26
---------------------------------------------------------------
The Hon. Stephani W. Humrickhouse of the U.S. Bankruptcy Court for
the Eastern District of North Carolina, signed an interim order
authorizing Harvest Oaks Drive Associates, LLC, to use, until
May 26, 2010, the cash collateral securing their obligation to
their prepetition lenders.

A further hearing on the Debtor's cash collateral use will be
heard on May 26, at 2:00 p.m. at the U.S. Bankruptcy Court,
Raleigh, North Carolina.

Prepetition, the Debtor executed a promissory note in the
principal amount of $13,475,000 in favor of Column Financial, Inc.
The Note was secured by a deed of trust on the Debtor's shopping
center and an assignment of leases and rents.  The Note and
documents securing it were subsequently assigned to Wells Fargo,
N.A., as trustee for the registered Holders of Credit Suisse First
Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 2006-C51, and then assigned to CSMS 2006-C5
Strickland Road, LLC, and its special servicer, LNR Partners, Inc.

Secured lender Strickland Road, LLC, asserts a perfected security
interest in the Debtor's rental and other income generated from
the shopping center located in North Raleigh located at 9650
Strickland Road and 8801 Lead Mine Road, Raleigh, North Carolina
and all other cash and cash equivalents of the Debtor.

The Court authorized the Debtor limited use of the cash collateral
to pay:

     a. Net payroll ($19,250);

     b. Utilities (CP&L, Bell South, Waste Industries) ($6,500);

     c. Supplies ($750);

     d. Repairs and maintenance ($3,500); and

     e. Other expenditures to operate and maintain the Shopping
        Center as secured lender may give its prior written
        consent.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant the secured lender a first
priority, perfected lien in all postpetition rents, income, and
other proceeds of the property, but only to the same extent as
secured lender has a first priority, perfected lien in the
collateral prepetition.

                        About Harvest Oaks

Raleigh, North Carolina-based Harvest Oaks Drive Associates, LLC,
filed for Chapter 11 bankruptcy protection on April 21, 2010
(Bankr. E.D. N.C. Case No. 10-03145).  Trawick H Stubbs, Jr.,
Esq., at Stubbs & Perdue, P.A., assists the Company in its
restructuring effort.  The Company listed $15,832,000 in assets
and $14,634,161 in debts.


HERMAN KEMP: Case Summary & 10 Largest Unsecured Creditors
----------------------------------------------------------
Joint Debtors: Herman Kemp
               May A. Kemp
               2933 Glenn Avenue
               Santa Monica, CA 90405

Bankruptcy Case No.: 10-29429

Chapter 11 Petition Date: May 14, 2010

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

Judge: Richard M. Neiter

Debtor's Counsel: Peter M. Lively, Esq.
                  The Law Offices of Peter M. Lively
                  11268 Washington Boulevard, Suite 203
                  Culver City, CA 90230-4647
                  Tel: (310) 391-2400
                  Fax: (310) 391-2462
                  E-mail: PeterMLively2000@yahoo.com

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

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

A copy of the Joint Debtors' list of 10 largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/cacb10-29429.pdf

The petition was signed by the Joint Debtors.


HILO PROPERTIES: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Hilo Properties I, LLC
        815 North First Avenue, #4
        Phoenix, AZ 85003

Bankruptcy Case No.: 10-14927

Chapter 11 Petition Date: May 14, 2010

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

Judge: Randolph J. Haines

Debtor's Counsel: Don C. Fletcher, Esq.
                  Lake and Cobb
                  1095 West Rio Salado Parkway #206
                  Tempe, AZ 85281
                  Tel: (602) 523-3000
                  Fax: (602) 523-3001
                  E-mail: dfletcher@lakeandcobb.com

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

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

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

The petition was signed by Narciso B. Hilo, member.


HORIZON LINES: Moody's Downgrades CFR and PDR to Caa1 from B3
-------------------------------------------------------------
Moody's Investors Service downgraded its debt ratings of Horizon
Lines, Inc.; corporate family and probability of default, each to
Caa1 from B3; senior secured to B1 from Ba3 and senior unsecured
to Caa3 from Caa2.  The outlook is negative.

The downgrades reflect Moody's belief that Horizon's liquidity has
weakened because of continuing slack demand for its liner service
across its three U.S. Jones Act trade lanes.  Moody's anticipates
that demand in upcoming periods will remain constrained and lead
to a level of free cash flow generation that is not sufficient to
cover scheduled principal amortization of the term loan.  Larger
capital spending plans and more drydockings in 2010 versus 2009
also pressure free cash flow generation.  The prospect of one or
more significant payments to resolve the Department of Justice
investigation and class action lawsuits further weigh on Horizon's
liquidity profile.  Consequently a refinancing of the company's
capital structure will likely be necessary to meet the various
cash demands.

The negative outlook reflects concern that absent a significant
improvement in operating results, Horizon will be reliant on a
refinancing of its debt to address the upcoming principal
amortization.  This could cause the issuer to increasingly rely on
its revolver as the maturity of the company's debt capital in 2012
nears.  Modest cushion with the financial covenants of the credit
facility also constrain availability to less than the face amount
based on current utilization.  This could limit Horizon's
flexibility to reach settlements of the DOJ investigation and its
litigation exposures.  The negative outlook also considers Moody's
view that successfully refinancing the current debt structure
could be challenging because of the company's modest free cash
flow profile and weak coverage of the interest burden of the
existing debt structure that benefits from the relatively low
coupon on the $330 million, 4.25% convertible notes due August
2012.

Horizon maintains leading positions in its core Jones Act markets
and provides a key link in its customers' distribution chains and
the geographic regions it serves.  However, this foundation is not
sufficient to offset the liquidity pressures and maintain a
single-B credit profile.  Notwithstanding that these factors
should support a core level of underlying volume for the company's
services; Horizon has had difficulty offsetting volume pressure
with pricing initiatives, leading to weakening operating and free
cash flow generation.

Ratings could be further downgraded if the company does not timely
execute a refinancing to bolster its capital structure.  The
inability to strengthen FFO + Interest to Interest to above 3.5
times and Free Cash Flow to above 5% of Debt will be primary
indicators of refinancing difficulty as would Debt to EBITDA that
remains above 6.5 times.  Additional liquidity pressure, including
from any cash outflows related to the resolution of the DOJ
investigation and class-action litigation, could also lead to a
downgrade of the ratings.  The outlook could be stabilized if
Horizon becomes able to generate significant free cash flow which
it applies to debt reduction.  The outlook could also be
stabilized if the DOJ investigation and lawsuits are settled at
amounts that do not consume the majority of Horizon's available
liquidity.  Additionally, the outlook could be stabilized if
Horizon sustains Funds from Operations + Interest to Interest
above 3.5 times or Debt to EBITDA below 6.5 times after a
favorable resolution of the DOJ investigation and litigation
matters.

The last rating action was on August 6, 2009 when Moody's lowered
the corporate family and probability of default ratings one notch
to B3, the senior secured rating to Ba3 from Ba2 and the senior
unsecured rating to Caa2 from Caa1.

Downgrades:

Issuer: Horizon Lines, Inc.

- Probability of Default Rating, Downgraded to Caa1 from B3

- Corporate Family Rating, Downgraded to Caa1 from B3

- Senior Secured Bank Credit Facility, Downgraded to B1 from Ba3

- Senior Unsecured Conv./Exch. Bond/Debenture, Downgraded to Caa3
   from Caa2

Horizon Lines, Inc. based in Charlotte, North Carolina, through
its wholly-owned indirect operating subsidiary, Horizon Lines,
LLC, operates 15 Jones Act qualified U.S. flag container ships in
Jones Act liner services between the continental United States and
either Alaska, Hawaii, or Puerto Rico and five U.S. flag container
ships operating between the U.S. West coast and Guam, in which
vessels are slot-chartered from the Far East to the U.S. West
Coast.


HORNE INTERNATIONAL: Posts $548,000 Net Loss in Q1 Ended March 31
-----------------------------------------------------------------
Horne International, Inc. filed its quarterly report on Form 10-Q,
showing a net loss of $548,000 on $994,000 of revenue for the
three months ended March 28, 2010, compared with a net loss of
$248,000 on $950,000 of revenue for the three months ended
March 29, 2009.

The Company's balance sheet as of March 28, 2010, showed
$1,063,000 in assets and $1,512,000 of liabilities, for a
stockholders' deficit of $449,000.

As reported in the Troubled Company Reporter on April 1, 2010,
Stegman & Company, in Baltimore, Md., expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company has experienced
continuing net losses for each of the last three years and as of
December 27, 2009, current liabilities exceeded current assets by
$601,000.

In its Form 10-Q for the current quarter, the Company said it is
is dependent upon available cash and operating cash flow to meet
its capital needs.  The Company is considering all strategic
options to improve its liquidity and provide it with working
capital to fund its continuing business operations which include
equity offerings, assets sales or debt financing as alternatives
to improve its cash requirements.

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

               http://researcharchives.com/t/s?629f

Fairfax, Va.-based Horne International, Inc. provides program
engineering in the areas of environment, energy and
infrastructure.


HYDROGENICS CORP: Posts $3.6 Million Net Loss in Q1 Ended March 31
------------------------------------------------------------------
Hydrogenics Corporation reported last week its results for the
first quarter ended March 31, 2010.  Net loss was $3.6 million,
compared to a net loss of $4.0 million in the first quarter of
2009.   Revenues increased to $6.7 million, from $5.5 million in
the first quarter of 2009, reflecting higher revenues within the
Corporation's OnSite Generation business unit.

Cash operating costs, a non-GAAP measure defined as selling,
general and administrative expenses plus research and product
development expenses, net, less stock-based compensation expense,
totalled $4.4 million, an 18% decrease from $5.3 million in the
first quarter of 2009.

EBITDA loss was $3.3 million, a decrease of 13% compared to the
first quarter of 2009 attributable to the decrease in cash
operating costs offset by a $453,000 decrease in gross margin.

Cash and cash equivalents, restricted cash and short-term
investments were $13.1 million as at March 31, 2010, a
$2.1 million increase from the fourth quarter of 2009 reflecting:
(i) $4.6 million of net proceeds from a recently completed equity
offering; and (ii) a $2.1 million decrease in non-cash working
capital; partially offset by (iii) a $4.6 million net loss
inclusive of $1.0 million of non-cash selling, general and
administrative expenses.

"This quarter, we accomplished what we said we would - posting
revenue growth of 60% sequentially and reducing our EBITDA loss in
tandem.  This is good progress supported by gradual recovery in
some of our key markets" said Daryl Wilson, President and Chief
Executive Officer.  "Our OnSite Generation business has returned
to profitability, and we still see a large pipeline of
opportunities available going forward.  In addition, our backlog
remains steady at around $19 million.  The focus on hydrogen
infrastructure and innovation in Germany is emerging as a major
catalyst for the industry.  Our recent win of a vehicle fueling
station in the Hamburg area is evidence of Hydrogenics strength in
this important market."

The Company has sustained losses and negative cash flows from
operations since inception.  The Company expects this will
continue throughout 2010 and 2011.  "If we do not raise enough
additional capital during 2010, we do not expect our operations to
generate sufficient cash flow to fund our obligations as they come
due."  The Company believes these conditions cast significant
doubt upon its ability to continue as a going concern.

The Company's balance sheet as of March 31, 2010, showed
$34.0 million in assets, $16.1 million of liabilities, and
$17.9 million of stockholders' equity.

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

               http://researcharchives.com/t/s?629d

A full-text copy of the First Quarter Management's Discussion and
Analysis of Financial Condition and Results of Operations is
available for free at http://researcharchives.com/t/s?629e

Hydrogenics Corporation (NASDAQ: HYGS; TSX: HYG)
-- http://www.hydrogenics.com/-- is a developer and provider of
hydrogen generation and fuel cell products and services, serving
the industrial and clean energy markets.  Based in Mississauga,
Ontario, Canada, Hydrogenics has operations in North America and
Europe.


I-SONALMA, L.L.C.: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: I-Sonalma, L.L.C.
          dba Best Western Summer Crest
        5639 Oakley Boulevard
        Wesley Chapel, FL 33543

Bankruptcy Case No.: 10-11492

Chapter 11 Petition Date: May 14, 2010

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

Debtor's Counsel: Herbert R. Donica, Esq.
                  Donica Law Firm PA
                  106 S Tampania Avenue #250
                  Tampa, FL 33609
                  Tel: (813) 878-9790
                  Fax: (813) 878-9746
                  E-mail: ecf-hrd@donicalaw.com

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

Estimated Debts: $0 to $50,000

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

The petition was signed by Anant Patel, managing member.


IKARIA INC: S&P Affirms 'B+' Corporate Credit Rating
----------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Clinton, N.J.-based Ikaria Inc. At the same time,
we affirmed our 'BB' issue-level and '1' recovery rating on Ikaria
Acquisition Inc.'s $290 million senior secured bank credit
facility.  S&P's rating outlook is revised to positive from
stable.

"The ratings on Ikaria Inc. overwhelmingly reflect the company's
heavy reliance on one product, INOmax (nitric oxide for
inhalation), its limited scale, and the potential for debt-
financed acquisitions or dividends," said Standard & Poor's credit
analyst Michael Berrian.  These issues are partially mitigated by
the company's entrenched niche position, diverse customer base,
barriers to entry, and the potential for revenue growth.

S&P said, "Ikaria's weak business risk profile reflects its narrow
business focus whereby all of the company's revenues and
profitability come from its INOTherapy offering.  This high
concentration makes Ikaria susceptible to potential changes in the
competitive landscape for INOmax and its uses, such as alternative
drugs and treatments, patent expiration, or pricing pressures.  We
view unforeseen alternative therapies as the single largest threat
to Ikaria.  The market acceptance of INOmax would imply a superior
position to alternative therapies; however, many of those drugs
are used on an off-label basis, making it difficult to determine
their market share. While Ikaria has an established position
relative to the current alternatives, and we are not aware of the
development of any superior technologies, the company's
performance remains highly subject to INOmax competitive threats."

S&P related, "There are few alternative therapies for neonate
persistent pulmonary hypertension (PPHN), which is a component of
hypoxic respiratory failure (HRF), and the other treatments are
either highly invasive or off-label.  However, on-label revenue
for HRF treatment is only 20% of total sales.  Off-label use of
INOmax provides some diversity and accounts for the remaining 80%
of total sales; any near-term shift to a higher percentage of on-
label revenue is unlikely, given that clinical trials for
indications such as bronchopulmonary disease (BPD) are not
expected to be completed until 2013.  Separately, Lucassin, a
critical care product acquired by the company in 2008 for the
treatment of kidney failure in patients with late-stage liver
cirrhosis, is currently going through one additional phase III
trial, not expected to be completed until 2012.


INNOPHOS INC: S&P Raises Corp. Credit Rating to 'BB-'
-----------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on Cranbury,
N.J.-based Innophos Inc., including its corporate credit rating to
'BB-' from 'B+'. The outlook is positive.

"The upgrade reflects Innophos' improving financial performance,
recent settlement of a dispute with its sole phosphate rock
supplier, and recent success in securing a portion of its
phosphate rock needs beyond 2010 as it migrates to a multi-source
rock supplier system," said Standard & Poor's credit analyst Ket
Gondha.

S&P said, "Although risks remain as the company diversifies its
sourcing capabilities, we believe the strategy reduces credit risk
in the long term, and our positive outlook indicates our
expectation that the company may be able to improve credit quality
further through improving operating results and its efforts to
develop multiple sources of phosphate rock supply.  Our rating
actions also reflect the more conservative financial policies that
are evident in the company's significant reduction in debt since
the beginning of 2009."

The ratings on Innophos, a manufacturer of specialty phosphates
with sales of about $650 million, reflect its narrow product line
in a niche, mature market; uncertainties regarding raw material
sourcing; and a significant financial risk profile.  The company's
solid position in the production of specialty phosphates, good
operating margins, and moderate debt balance partially offset
these negative factors.


INSTITUTE OF TRAD'L JUDAISM: Voluntary Chapter 11 Case Summary
--------------------------------------------------------------
Debtor: Institute of Traditional Judaism, Inc.
        811 Palisade Avenue
        Teaneck, NJ 07666

Bankruptcy Case No.: 10-22959

Chapter 11 Petition Date: May 14, 2010

Court: United States Bankruptcy Court
       Southern District of New York (White Plains)

Judge: Robert D. Drain

Debtor's Counsel: Barton Nachamie, Esq.
                   E-mail: bnachamie@tnsj-law.com
                  Janice Beth Grubin, Esq.
                   E-mail: jgrubin@tnsj-law.com
                  Todtman, Nachamie, Spizz & Johns, P.C.
                  425 Park Avenue
                  New York, NY 10022
                  Tel: (212) 754-9400
                  Fax: (212) 754-6262

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

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

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

The petition was signed by Burton G. Greenblatt.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Union for Traditional Judaism          10-22958    05/14/10
  Assets: $1,000,001 to $10,000,000
  Debts: $1,000,001 to $10,000,000


INTERDENT SERVICE: Moody's Affirms Caa2 Probability of Default
--------------------------------------------------------------
Moody's Investors Service changed the rating outlook for InterDent
Service Corporation to stable from negative reflecting Moody's
view of strengthening operating performance, notably, improving
margins and reduced debt leveraged.  Concurrently, the corporate
family and probability of default ratings were affirmed at Caa2
and senior secured notes were affirmed at Caa2.

The stable outlook reflects InterDent's adequate liquidity profile
as evidenced by Moody's expectation for positive cash flow
generation, unrestricted cash balances, and orderly access to the
$10 million revolving credit facility that matures in June 2011
(not rated by Moody's).

The Caa2 corporate family rating continues to reflect the
significant refinancing risk related to InterDent's maturity
profile that could meaningfully weaken the company's liquidity
profile.  In addition, the rating continues to incorporate
InterDent's weak interest coverage and risks inherently associated
with the company's business model.  The Caa2 corporate family
rating also considers the strengthening of InterDent's overall
operating performance as evidenced by improving margins and debt
leverage notwithstanding the difficult market conditions.

These rating actions were taken:

- Corporate family rating, affirmed at Caa2;

- Probability of default rating, affirmed at Caa2;

- $80 million (face value) 10.75% Senior Secured Notes, due
   December 15, 2011, affirmed at Caa2.  LGD assessment changed to
   LGD4, 51% from LGD3, 49%;

- Rating outlook changed to stable from negative.

The last rating action was on January 10, 2008, when the ratings
of InterDent were lowered, including the corporate family rating
which was lowered to Caa2.

Headquartered in El Segundo, California, InterDent provides
practice management services to multi-specialty group dental
practices in the United States.  InterDent generated revenues of
approximately $220 million in 2009.


INVENTIV HEALTH: S&P Puts 'BB-' Sr. Secured Debt on CreditWatch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' corporate
credit and senior secured debt ratings on inVentiv Health Inc. on
CreditWatch with negative implications.

"The CreditWatch listing on pharmaceutical outsourced services
provider inVentiv Health results from the recent offer by Thomas
H. Lee Partners to acquire the company for $1.1 billion," said
Standard & Poor's credit analyst Arthur Wong.  The all-cash
acquisition will be funded with a combination of senior secured
loans, senior notes, and $384 million of sponsor equity.

inVentiv is one of the leading contract sales organization for the
pharmaceutical industry.  The company provides services to the
pharmaceutical industry across four segments -- commercial (39% of
inVentiv's 2009 gross revenues), communications (29%), clinical
(19%), and patient outcomes (13%).

The pharmaceutical outsourcing environment has been challenging in
the past year, because of the relative lack of compelling new
product launches; the record amount of pharmaceutical sales that
will lose patent protection in 2010-2012; and newly merged
pharmaceutical companies seeking to cut costs.  Revenues declined
4.3% in 2009, with all three of the largest segments suffering
declines.  However, we believe the outsourcing environment is
gradually improving and the long-term prospects for the industry
remain positive, given the expected increase in outsourcing
activity by the pharmaceutical industry.

The company offers a broad array of services and has the ability
to offer an integrated solution to pharmaceutical clients, which
increasingly want to deal with fewer and larger vendors.  The
proposed acquisition of inVentiv by the private equity sponsor
will raise leverage to over 5x and funds from operations to debt
will decline to the mid-teens level.

However, inVentiv generates solid free cash flows and we expect
the selling environment for outsourced services to gradually
improve over the near term.  The company's ability and commitment
to pay down debt, along with expected improvement in business
prospects, will weigh heavily in the resolution of the
CreditWatch.  The potential ratings downgrade being contemplated
is limited to one notch at this time.


JASON DAVIS: Case Summary & Largest Unsecured Creditor
------------------------------------------------------
Debtor: Jason Wesley Davis
        13337 211th Pl NE
        Woodinville, WA 98077

Bankruptcy Case No.: 10-15508

Chapter 11 Petition Date: May 14, 2010

Court: United States Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Thomas T. Glover

Debtor's Counsel: Dallas W. Jolley, Esq.
                  4707 S Junett St Ste B
                  Tacoma, WA 98409
                  Tel: (253) 761-8970
                  E-mail: jolleypatricia@yahoo.com

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

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

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

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Chase Home Finance, LLC   Residence              $1,019,831
PO Box 24850
Columbus, OH 43224

The petition was signed by Jason Wesley Davis.


JC PENNEY: Moody's Affirms Ba1 Rating for $400MM Unsecured Notes
----------------------------------------------------------------
Moody's Investors Service rated J.C. Penney Corporation, Inc.'s
$400 million senior unsecured notes due 2020 at Ba1.  All other
existing ratings are affirmed including the Corporate Family
Rating at Ba1.  The rating outlook is stable.

The proceeds from the $400 million senior unsecured guaranteed
notes will be used to fund the company's pension plan.  Moody's
views the issuance of the $400 million notes as being credit
neutral as they essentially replace the notes that matured and
were retired in March 2010.

J.C. Penney's Ba1 Corporate Family Rating acknowledges its good
credit metrics, very good liquidity, and moderately conservative
financial policies.  The rating also considers that J.C. Penney's
performance and credit metrics will modestly improve over the next
twelve months.  Positive ratings consideration is given to J.C.
Penney's large revenue base, strong national presence, and its
portfolio of well recognized brand names.  Moody's also considers
J.C. Penney's sizable portfolio of unencumbered real estate to be
a credit positive.  However, the rating is constrained by the
company's need to renovate its store base in order to maintain its
stores at the same level of its peer group.

The stable outlook reflects Moody's expectation that J.C. Penney
will maintain very good liquidity and good credit metrics.

This rating is assigned:

- $400 million senior unsecured guaranteed notes at Ba1 (LGD 4,
    59%).

These ratings were affirmed and LGD point estimates changed:

- Corporate Family Rating at Ba1;

- Probability of Default Rating at Ba1;

- Senior secured bank credit facility at Baa1 (LGD 1, 8% from
   7%);

- Senior unsecured notes rating at Ba1 (LGD 4, 59% from 63%);

- Senior unsecured shelf rating at (P)Ba1;

- Speculative Grade Liquidity Rating at SGL-1.

The last rating action on J.C. Penney was on April 1, 2009 when
its senior unsecured notes were downgraded to Ba1.

J.C. Penney is one of the country's largest department store
operators with about 1,100 locations in the United States and
Puerto Rico. Revenues are about $17.5 billion.


JC PENNEY: S&P Affirms 'BB+' Corporate Credit Rating
----------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Plano,
Texas-based J.C. Penney Co. Inc., including the 'BB+' corporate
credit rating.

S&P said, "At the same time, we assigned a 'BB+' issue-level
rating and '3' recovery rating to J.C. Penney Corp. Inc.'s $400
million senior unsecured notes.  We expect the notes to mature in
2020, and the company will use the proceeds to make a cash
contribution to J.C. Penney Corp. Inc.'s pension plan.  The
outlook is stable."

"The rating on J.C. Penney Co. Inc. reflects the company's
weakened credit metrics, participation in the highly competitive
department store sector, and its vulnerability to significant
shifts in consumer spending," said Standard & Poor's credit
analyst David Kuntz.  The company's position as an effective
player in the moderately priced department store sector,
management's generally conservative financial policies, and a very
sizable cash position partly mitigate these risks.

"Our satisfactory business profile for Penney is based on its
position as a large and efficient competitor in the department
store segment, its ability to position itself as a preferred
shopping choice for moderate-income customers attracted to its
relatively large offering of private- and exclusive-brand
merchandise, and its generally good profitability," noted S&P.

S&P said, "The stable rating outlook reflects our expectation that
Penney's performance will improve modestly over the near term, and
that sales and margins will remain in line with recent historical
levels.  We believe Penney should benefit from the modest recovery
in the department store sector over the next 12 months, resulting
in a stable credit protection profile over that time.  In
addition, we expect management to refrain from such credit-
damaging activities as major debt-financed acquisitions or major
share repurchases.  The company has already slowed store growth
and pulled back its capital expenditures."

"With a 'BB+' corporate credit rating, any upgrade would move the
rating into investment grade.  Currently, our satisfactory
assessment of the business risk is already characteristic of
investment grade, but we do not view Penney's financial risk
profile as indicative of an investment-grade company. We would
expect credit metrics to be more in-line with a 'BBB' rated
company in order to consider an upgrade.  Specifically, we would
expect leverage to be in the low 2.0x range and interest coverage
to approach 6.0x.  If performance trends modestly positive over
the next few years in line with our expectations, the company
would have to lower debt by almost $1 billion in order to achieve
these metrics. The metrics for Penney when we raised the ratings
to 'BBB-' in April 2006 were 2.2x for leverage and 5.7x for
interest coverage," noted S&P.

"We could consider lowering our rating if operations declined
moderately over the near term from a substantial drop in consumer
spending or performance because of a downturn in the economy.  At
that time, sales would be negative and margins would have fallen
more than 50 basis points resulting in an EBITDA decline in the
upper teens. Under this scenario, leverage would be approximately
4.0x," S&P said.


JAMESTOWN, LLC: Case Summary & Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Jamestown, LLC
        636 Republic Road, Suite C-116
        Springfield, MO 65807

Bankruptcy Case No.: 10-61187

Chapter 11 Petition Date: May 17, 2010

Court: U.S. Bankruptcy Court
       Western District of Missouri (Springfield)

Judge: Arthur B. Federman

Debtor's Counsel: M. Brent Hendrix, Esq.
                  1909 E. Bennett Street
                  Springfield, MO 65804
                  Tel: (417) 889-8820
                  Fax: (417) 889-3493
                  E-mail: brenthendrix@sbcglobal.net

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

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

According to the schedules, the Company says that assets total
$15,700,000 while debts total $8,471,000.

The petition was signed by Stephen Cope, member/manager.

The list of unsecured creditors filed together with the Debtor's
petition contains only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Bolin Construction                 Contractor             $831,000
3743 Elk Valley Road
Ozark, MO 65721


JEFFRY KOBOW: Case Summary & 12 Largest Unsecured Creditors
-----------------------------------------------------------
Joint Debtors: Jeffrey H. Kobow
               Janet M. Kobow
               35783 N Sossaman Road
               Queen Creek, AZ 85242

Bankruptcy Case No.: 10-14729

Chapter 11 Petition Date: May 13, 2010

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

Judge: George B. Nielsen Jr.

Debtor's Counsel: James Portman Webster, Esq.
                  James Portman Webster, PLLC
                  935 E Main Street, Suite 101
                  Mesa, AZ 85203
                  Tel: (480) 964-0141
                  Fax: (888) 214-8293
                  E-mail: jim@jpwlegal.com

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

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

A copy of the Joint Debtor's list of 12 largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/azb10-14729.pdf

The petition was signed by the Joint Debtors.


JERRY MCWILLIS: BofA Files Competing Plan of Reorganization
-----------------------------------------------------------
Creditor Bank of America, N.A. filed with the U.S. Bankruptcy
Court for the District of Utah a competing Liquidating Plan of
Reorganization for debtors Jerry A. McWillis and Janet Kaye
McWillis.

The BofA will begin soliciting votes on the Plan following
approval of the adequacy of the information in the explanatory
disclosure statement.

According to the Disclosure Statement, the bank proposes that the
Debtors pay their creditors from the proceeds of the sale of
substantially all of the Debtors' assets, including any non-exempt
real and personal property, which sale will proceed pursuant to
the terms of the Plan and from the recovery, if any, of funds
from any avoidance actions and other lawsuits that the Reorganized
Debtors may prosecute on behalf of the estate.

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

                            Debtor Plan

As reported in the Troubled Company Reporter on April 21, 2009,
The Debtors have filed a plan of reorganization, which
contemplates the sale of the Debtors' real property, which
includes the Commerce Drive properties (Parcels A, B, C, D, E, J,
and K), the Maplewood and Garden Acres, Salt Lake City apartment
complexes (Parcels F and G), a residential building lot (Parcel H)
situated at St. George, Utah, the McWillises' Salt Lake City
residence (Parcel I), and a cabin (Parcel L) situated at Christmas
Meadows, Utah.

Under the Debtors' plan, from the proceeds of sale of any parcel
of the real property, the Reorganized Debtors will pay, to the
extent that funds are available, in the following order (a)
reasonable costs of sale; (b) all allowed secured claims secured
by that property; (c) any unsatisfied administrative claims; (d)
arrearages on other allowed secured claims, pro rata; (e) with all
remaining funds to be paid pro rata to the Class 15 unsecured
claims.

                      About Jerry A. McWillis

Jerry A. McWillis and Janet Kaye McWillis, of Salt Lake City, dba
J.A.M. Family Limited Partnership, filed for Chapter 11 relief on
October 9, 2008 (Bankr. D. Utah Case No. 08-26934).  Salt Lake
City-based J.A.M. Family Limited Parnership filed for Chapter 11
relief on October 27, 2008 (Bankr. D. Utah Case No. 08-27426).

On February 4, 2009, the Court approved the consolidation of the
cases under Case No. 08-26934 (Jerry McWillis and Janet Kaye
McWillis).

Anna W. Drake, Esq., at Anna W. Drake, P.C., represents the
Debtors as counsel.

When Jerry McWillis and Janet Kaye McWillis filed for protection
from their creditors, they listed total assets and total debts of
between $10 million and $50 million each.  When J.A.M. Family
Limited Partnership filed for protection from its creditors, it
listed total assets and total debts of between $1 million to
$10 million.


JNL FUNDING: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: JNL Funding Corp.
        4792 Hempstead Turnpike
        Farmingdale, NY 11735

Bankruptcy Case No.: 10-73724

Chapter 11 Petition Date: May 14, 2010

Court: U.S. Bankruptcy Court
Eastern District of New York (Central Islip)

Judge: Alan S. Trust

Debtor's Counsel: Anthony F. Giuliano, Esq.
                  Pryor & Mandelup
                  675 Old Country Road
                  Westbury, NY 11590
                  Tel: (516) 997-0999
                  Fax: (516) 333-7333
                  E-mail: afg@pryormandelup.com

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

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

The petition was signed by Joseph G. Forgione, president.

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Global Diversified LLC             Loan                 $4,200,000
4792 Hempstead Turnpike
Farmingdale, NY 11735

W. Perman                          Investor             $2,000,000
7239 West Atlantic Avenue
Delray Beach, FL 33446

Gary Dalto                         Investor             $1,000,000
854 Birchwood Road
Medford, NY 11763

R. Johnson                         Investor               $750,000
1519 Grundy Avenue
Holbrook, NY 11741

C. Caripides                       Investor               $723,702
2229 Widner Terrace
West Palm Beach, FL 33414

D. Kerber                          Investor               $675,000
11 Woodmont Road
Melville, NY 11747

M. Wagner Trust                    Investor               $577,000
7 Trimblestone Lane
Hilton Head Island, SC 29928

B. Griggs                          Investor               $524,000
18 N. Pershing Avenue
Bethpage, NY 11714

R. Wagner, Pension A               Investor               $505,000
7 Trimblestone Lane
Hilton Head Island, SC 29928

A. Madison                         Investor               $500,000
268 Harbor Lane North
Massapequa Park, NY 11762

An Schmid                          Investor               $450,000
3450 South Hill Road
Jamaica, VT 05343

J E Weigel                         Investor               $420,000
101 Thornwood Road
Massapequa Park, NY 11762

J E Weigel                         Investor               $410,000
101 Thornwood Road
Massapequa Park, NY 11762

K. Weigel                          Investor               $335,000
101 Thornwood Road
Massapequa Park, NY 11762

Joan Schmid                        Investor               $300,000
7 Cutter Circle
Charlottesville, VA 22910

M. Lavender                        Investor               $300,000
8 Carman Hill Road
Massapequa, NY 11758

M. Morrone                         Investor               $300,000
52 Manors Drive
Jericho, NY 11753

M. Wagner Trust2                   Investor               $270,000
7 Trimblestone Lane
Hilton Head Island, SC 29928

S & C LoCascio                     Investor               $250,000
1519 Grundy Avenue
Holbrook, NY 11741

Ar Schmid                          Investor               $240,000


JONES ENTERPRISES: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Jones Enterprises, LLC
        P.O. Box 3837
        Apache Junction, AZ 85117

Bankruptcy Case No.: 10-14898

Chapter 11 Petition Date: May 13, 2010

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

Judge: Redfield T. Baum Sr.

Debtor's Counsel: Michael L. Gertell, Esq.
                  5045 N. 12th Street, Suite B
                  Phoenix, AZ 85014
                  Tel: (602) 274-4872
                  Fax: (602) 274-2481
                  E-mail: mgertellesq@aol.com

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

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

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

The petition was signed by Edith Jones, managing member.


JOSEPH FORGIONE: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Joseph G. Forgione
        dba JNL Funding
        2 Skylark Road
        Massapequa Park, NY 11762

Bankruptcy Case No.: 10-73726

Chapter 11 Petition Date: May 14, 2010

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

Judge: Robert E. Grossman

Debtor's Counsel: Kenneth Reynolds, Esq.
                  McBreen & Kopko
                  500 North Broadway
                  Jericho, NY 11753
                  Tel: (516) 364-1095
                  Fax: (516) 364-0612
                  E-mail: kreynolds@mklawnyc.com

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

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

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

The petition was signed by Joseph G. Forgione.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
JNL Funding Corp.                      10-_____  05/14/10


KEVIN SPENCE: Case Summary & 12 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Kevin L. Spence
        7333 E Chaparral Road #213
        Scottsdale, AZ 85250

Bankruptcy Case No.: 10-14754

Chapter 11 Petition Date: May 13, 2010

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

Judge: James M. Marlar

Debtor's Counsel: Donald Heck, Esq.
                  Donald Heck PLC
                  7135 E Camelback Road, #230
                  Scottsdale, AZ 85251
                  Tel: (480) 483-5347
                  Fax: (480) 945-9400
                  E-mail: don@donaldheckplc.com

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

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

A copy of the Debtor's list of 12 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/azb10-14754.pdf

The petition was signed by the Debtor.


KRATON PERFORMANCE: Moody's Raises CFR to B1; Outlook Stable
------------------------------------------------------------
Moody's Investors Service raised Kraton Performance Polymers,
Inc.'s (Kraton) Corporate Family Rating (CFR) to B1 from B2.
Kraton's other ratings were also raised. This action concludes the
review for possible upgrade initiated on December 20, 2009. The
ratings outlook is stable. The action follows a review of the
company's successful initial public offering (IPO) where a
significant amount of the proceeds were used for debt reduction.

The B1 CFR reflects the company's improved financial performance
which is aided by the company's lower leverage and improving
credit profile.  Moody's views Kraton's recent IPO positively. The
IPO, upon completion, issued over 11 million shares at
approximately $13.50 per share and received net proceeds after
fees of approximately $137 million. The company utilized
approximately $100 million of the proceeds to reduce amounts
outstanding under its Senior Secured Term Loan. In addition the
company amended its senior secured revolving credit facility which
extended the maturity through May 2013. These two actions greatly
improved Kraton's credit profile and help support the B1 CFR. The
ratings are further supported by the company's steady margins
through the cycle and Moody's expectations that there will be
significant medium term demand improvement in the company's core
SBC and IR latex end markets. The ratings are constrained by
continued near term price and supply volatility in key raw
materials isoprene and butadiene, as well as the risk that the
company will be unable to pass through timely near term price
increases to offset this short term volatility. Historically when
isoprene and butadiene have been in short supply, Kraton has
benefited as it can raise prices more easily relative to the
industry given Kraton's size and scope. However, Moody's remains
concerned that substitution from other types of elastomers may
adversely impact their pricing power if Kraton's feedstock prices
(including styrene) continue to rise. Moody's expects that
isoprene and butadiene will remain short over the next few years
due to the preferential use of light feedstocks in North American
ethylene production combined with low refinery margins.

Moody's believes that, subject to improvements in cash flow from
operations, further reductions in indebtedness are possible over
the next several years. Moody's notes that Kraton, even after the
IPO, remains highly levered and the possible further adjustment to
Kraton's ratings and outlooks will be based on management's goals
for the public company. Post the IPO Kraton's sponsors still
maintain ownership of about 62% of the outstanding shares of the
company.

Upgrades:

..Issuer: Kraton Performance Polymers, Inc.

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

....Corporate Family Rating, Upgraded to B1 from B2

....Senior Subordinated Regular Bond/Debenture, Upgraded to B3,
LGD5, 82% from Caa1, LGD5, 84%

....Senior Secured Bank Credit Facility, Upgraded to Ba3, LGD3,
31% from B1, LGD3, 33%

Outlook Actions:

..Issuer: Kraton Performance Polymers, Inc.

....Outlook, Changed To Stable From Rating Under Review

Moody's most recent announcement concerning the ratings for Kraton
was on December 20, 2009. Moody's Investors Service placed the
ratings for Kraton under review for possible upgrade post an IPO
that generated cash for material debt reduction.

The principal methodology used in rating Kraton was Moody's Global
Chemical Industry rating methodology, published in December 2009
and available on http://www.moodys.comin the Rating Methodologies
sub-directory under the Research & Ratings tab. Other
methodologies and factors that may have been considered in the
process of rating this issuer can also be found in the Rating
Methodologies sub-directory on Moody's Web site.

Kraton, headquartered in Houston, Texas, is a leading global
producer of styrenic block copolymers, or SBCs, which are
synthetic elastomers used in industrial and consumer applications
to impart favorable product characteristics such as flexibility,
resilience, strength, durability and processability. Major end
uses for Kraton's products include personal care products,
packaging and films, IR Latex, adhesives, sealants, coatings, and
compounds. Kraton also makes products that serve the paving and
roofing industries. The company generated revenues of $1.1 billion
for the LTM period ending March 31, 2010.


L-3 COMMUNICATIONS: Moody's Hikes Sr. Sub. Notes to Ba1 From Ba2
----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of L-3
Communications to the investment grade category and assigned a
Baa3 rating to L-3 Communications Corporation's new $800 million
issue of senior unsecured notes.  In accordance with prior rating
commentary, the rating on L-3 Corp.'s existing senior unsecured
notes due 2019 was lowered to Baa3 from Baa2 due to the evolution
of the company's capital structure to include a greater weighting
of senior unsecured obligations.  At the same time, ratings on L-3
Communications Holdings, Inc's.  (L-3) and L-3 Corp.'s
subordinated obligations were raised to Ba1 from Ba2.  The outlook
is stable.

The Baa3 senior rating recognizes the cumulative benefits of
several developments.  L-3's credit metrics have steadily
progressed and improved following its debt reduction in 2009.  In
combination with sustained revenues, earnings and prospective
contributions from the acquisition of Insight Technology, leverage
has declined, interest coverage has increased, and capacity has
continued for substantial free cash flow generation.  Moody's also
views the shift in the composition of L-3's debt with the
refinancing of the subordinated instruments with senior unsecured
debt as an initial but significant step in transitioning towards a
capital structure more reflective of investment grade credits and
less vulnerable to being extensively levered.  In addition,
although Insight was L-3's largest transaction for several years,
management has both exhibited and expressed a preference towards
smaller and medium sized deals, diminishing prospective
integration and re-leveraging concerns.  Furthermore, although the
company's funded debt will not change as a result of the note
issuance and planned redemption of subordinated debt of an equal
amount, interest expense going forward should decline as the new
notes are expected to carry a lower coupon than the subordinated
obligations.  L-3's debt maturity profile will lengthen as the new
notes will have a ten year maturity compared to the 2013 and 2014
maturities of the notes being redeemed.  Still, L-3's capital
structure could change further depending upon the outcome, or any
associated refinancing, of the 2011 put/call of its CODES notes
and its maturity profile will have a certain lumpiness given the
magnitude of several large financings.

Senior unsecured instruments will become a higher proportion of
total debt while the share which subordinated obligations
represent will decline.  The loss absorption which junior capital
has historically provided will be reduced as a result of the
refinancing, resulting in the senior unsecured rating being
revised to the Baa3 level.

As an investment grade issuer, L-3's Corporate Family and
Probability of Default ratings have been withdrawn.  Similarly,
the Speculative Grade Liquidity rating was withdrawn as were Loss
Given Default assessments.

L-3 continues with good liquidity but it faces an approaching put-
date on $700 million of its CODES notes on February 1, 2011.  On
the same date and continuing thereafter, L-3 has an option to call
the notes in whole or in part.  On a pro forma basis, its cash
holdings at the end of March would be some $0.5 billion following
its acquisition of Insight which had a preliminary purchase price
of $613 million.  Over the balance of 2010, L-3's guidance
suggests free cash flow of slightly more than $0.8 billion
(Moody's definition is after dividends) and its $1.0 billion
committed revolving credit facility remains essentially un-tapped
($32 million of L/Cs were issued against the commitment at the end
of the first quarter).  This must provide sufficient resources to
address any amount of the CODES notes that may be put assuming
future share repurchases and acquisitions are modest in aggregate
size.

The outlook is stable at the higher rating level and is supported
by ongoing free cash flow generation, a substantial backlog of
business awards, a good liquidity profile and a continuing
favorable environment for defense outlays albeit at lower growth
rates.

Ratings assigned

L-3 Communications Corporation

- $800 million senior unsecured notes due 2020, Baa3

- Senior unsecured shelf filing (P)Baa3

Ratings upgraded:

L-3 Communication Holdings, Inc.

- CODES notes to Ba1 from Ba2

L-3 Communications Corporation

- Senior Subordinated notes to Ba1 from Ba2

Ratings downgraded:

L-3 Communications Corporation

- $1,000 million Senior Unsecured Notes due 2019 to Baa3 from
Baa2

Ratings withdrawn

L-3 Communication Holdings, Inc.

- Corporate Family, Ba1

Probability of Default, Ba1

Speculative Grade Liquidity Rating, SGL-2

The last rating action was on September 29, 2009, at which time L-
3's CFR and PDR were upgraded to Ba1 from Ba2 and the outlook was
changed to stable.

L-3 Communications Holdings, Inc. is a prime contractor in
aircraft modernization and maintenance, C3ISR (Command, Control,
Communications, Intelligence, Surveillance and Reconnaissance)
systems, and government services. In addition, L-3 provides high
technology products, systems and subsystems. Revenues in 2009 were
approximately $15.6 billion.


LAS VEGAS GAMING: Piercy Bowler Raises Going Concern Doubt
----------------------------------------------------------
Las Vegas Gaming, Inc., filed on May 12, 2010, its annual report
on Form 10-K for the year ended December 31, 2009.

Piercy Bowler Taylor & Kern, in Las Vegas, 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 from operations and has a net capital deficiency.

The Company reported a net loss of $4.9 million on $3.8 million of
revenue for 2009, compared with a net loss of $12.7 million on
$4.8 million of revenue for 2008.

The Company's balance sheet as of December 31, 2009, showed
$3.54 million in assets, $6.35 million of liabilities, and
$250,000 of Series B convertible preferred stock, for a
stockholders' deficit of $3.06 million.

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

               http://researcharchives.com/t/s?628e

Las Vegas Gaming, Inc. -- http://www.lvgi.com/-- provides
equipment, supplies, and casino games for use in the keno and
bingo segments of the gaming industry.  The company was
incorporated in 1998 and is headquartered in Las Vegas, Nevada.


LAS VEGAS GAMING: Filing of March 31 Form 10-Q to be Delayed
------------------------------------------------------------
Las Vegas Gaming, Inc., disclosed in a regulatory filing Monday
that it is unable to file its quarterly report on Form 10-Q for
the period ended March 31, 2010, on a timely basis due to the
additional time needed to ensure that the Company's disclosures to
be contained in the Form 10-Q are complete and accurate.  The
Company expects to file the Form 10-Q on or before the fifth
calendar day following the Form 10-Q's prescribed due date.

The Company expects to report a net loss of $406,743 for the
quarterly period ended March 31, 2010.

The Company reported a net loss of $4.9 million on $3.8 million of
revenue for 2009, compared with a net loss of $12.7 million on
$4.8 million of revenue for 2008.

                      About Las Vegas Gaming

Las Vegas Gaming, Inc. -- http://www.lvgi.com/-- provides
equipment, supplies, and casino games for use in the keno and
bingo segments of the gaming industry.  The company was
incorporated in 1998 and is headquartered in Las Vegas, Nevada.

The Company's balance sheet as of December 31, 2009, showed
$3.54 million in assets, $6.35 million of liabilities, and
$250,000 of Series B convertible preferred stock, for a
stockholders' deficit of $3.06 million.

                          *     *     *

Piercy Bowler Taylor & Kern, in Las Vegas, 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 from operations and has a net capital deficiency.


LR HOMES: Case Summary & 9 Largest Unsecured Creditors
------------------------------------------------------
Debtor: LR Homes, Corp.
        P.O. Box 1600
        Suite 208
        Cidra, PR 00739

Bankruptcy Case No.: 10-04106

Chapter 11 Petition Date: May 14, 2010

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

Debtor's Counsel: Victor Gratacos Diaz, Esq.
                  P.O. Box  7571
                  Caguas, PR 00726
                  Tel: (787) 746-4772
                  E-mail: vgratacd@coqui.net

Scheduled Assets: $1,745,100

Scheduled Debts: $1,569,735

A list of the Company's 9 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/prb10-04106.pdf

The petition was signed by Lizbeth Fonseca Cotto, president.


LUISETTE COLON: Case Summary & 4 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Luisette Cabanas Colon
        dba Arts & Music
        MSC Suite 105 89 Ave De Diego
        San Juan, PR 00927

Bankruptcy Case No.: 10-04074

Chapter 11 Petition Date: May 13, 2010

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

Debtor's Counsel: Carmen D. Conde Torres, Esq.
                  254 San Jose Street
                  5th Floor
                  San Juan, PR 00901-1523
                  Tel: (787) 729-2900
                  Fax: (787) 729-2203
                  E-mail: notices@condelaw.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 4 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/prb10-04074.pdf

The petition was signed by Luisette Cabanas Colon.


MARIA RAVENA: Case Summary & 9 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Maria Isabel Marty Ravena
        PMB 305
        35 Calle Juan C. Borbon
        Guaynabo, PR 00969

Bankruptcy Case No.: 10-04118

Chapter 11 Petition Date: May 14, 2010

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

Debtor's Counsel: Wigberto Lugo Mender, Esq.
                  Lugo Mender & Co.
                  Centrol Internacional De Mercadeo
                  Rd 165 Torre 1 Suite 501
                  Guaynabo, PR 00968
                  Tel: (787) 707-0404
                  E-mail: wlugo@lugomender.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 9 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/prb10-04118.pdf

The petition was signed by Maria Isabel Marty Ravena.


MAUI LAND: Incurs Net Loss of $2.7 Million in Q1 Ended March 31
---------------------------------------------------------------
Maui Land & Pineapple Company, Inc. filed its quarterly report on
Form 10-Q, showing a net loss of $2.7 million on $10.7 million of
revenue for the three months ended March 31, 2010, compared with a
net loss of $13.3 million on $10.7 million for the same period of
2009.

The Company's balance sheet as of March 31, 2010, showed
$119.9 million in assets and $197.9 million of liabilities, for a
stockholders' deficit of $78 million.

As reported in the Troubled Company Reporter on April 5, 2010,
Deloitte & Touche LLP, in Honolulu, Hawaii, 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 and negative cash flows from operations and deficiency in
stockholders' equity at December 31, 2009.

In its Form 10-Q for the current quarter, the Company said it is
also subject to other commitments and contingencies that could
negatively impact its future cash flows.

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

               http://researcharchives.com/t/s?6284

Maui, Hawaii-based Maui Land & Pineapple Company, Inc. (NYSE: MLP)
-- http://mauiland.com/-- through its principal operating
subsidiary, Kapalua Land Company, Ltd., is a real estate
development company and operator of Kapalua Resort, a master-
planned resort community in West Maui.


MARIA NATIVIDAD: Case Summary & 7 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Maria Cristina Natividad
        1357 Hillside Boulevard
        South San Francisco, CA 94080

Bankruptcy Case No.: 10-31764

Chapter 11 Petition Date: May 13, 2010

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

Judge: Thomas E. Carlson

Debtor's Counsel: Kenneth R. Graham, Esq.
                  Law Office of Kenneth R. Graham
                  171 Mayhew Way #208
                  Pleasant Hill, CA 94523
                  Tel: (925) 932-0170
                  E-mail: krg@elaws.com

Estimated Assets: $0 to $50,000

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

A copy of the Debtor's list of 7 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/canb10-31764.pdf

The petition was signed by the Debtor.


MAXIMUM DEVELOPERS: Unauthorized Lien Release Ineffective
---------------------------------------------------------
WestLaw reports that under District of Columbia law, a purported
release of a deed of trust, not having been executed by the
trustee of the deed of trust or by an agent of the entity that the
land records indicated was a beneficiary of the deed of trust, was
ineffective to release the deed of trust lien and did not permit
the bankruptcy court, based on the strong-arm rights of the
trustee of the Chapter 7 estate of the deed of trust debtor, to
treat the deed of trust beneficiary as the holder of a mere
unsecured claim.  There was nothing in the record to suggest that
the beneficiary had done anything which could have led a
hypothetical purchaser to believe that the individual executing
the release had apparent authority to do so.  In re Maximum
Developers Investments, LLC, --- B.R. ----, 2010 WL 1767222
(Bankr. D.C.) (Teel, J.).

Maximum Developers Investments, L.L.C., a real estate company
based in Washington, D.C., sought chapter 11 protection (Bankr.
D.C. Case No. 07-00539) on Oct. 15, 2007.  The Debtor is
represented by Bennie R. Brooks, Esq., in Landover, Md.  At the
time of the filing, the Debtor disclosed $600,000 in assets and
$1,687,028 in liabilities.


MCCLATCHY COMPANY: Re-elects 12 Directors to One-Year Terms
-----------------------------------------------------------
The McClatchy Company's shareholders re-elected 12 directors to
one-year terms and said farewell to Joan F. Lane, who retired
today from the company's board after 21 years of service.

Shareholders re-elected Elizabeth Ballantine, Kathleen Foley
Feldstein and S. Donley Ritchey as Class A directors and re-
elected Leroy Barnes, Molly Maloney Evangelisti, Larry Jinks,
Brown McClatchy Maloney, Kevin S. McClatchy, William McClatchy,
Theodore R. Mitchell, Gary B. Pruitt and Frederick R. Ruiz as
Class B directors.  Shareholders also ratified the appointment of
Deloitte and Touche LLP as the company's independent registered
public accounting firm for 2010.

Pruitt, McClatchy's chairman and chief executive officer, noted
that Joan Lane had served as a board member since March 1989 and
that her wisdom and leadership would be missed.  "She has
contributed greatly to McClatchy, and we wish her all the best in
her retirement," he said.

Pruitt also reviewed the company's results for 2009 and the first
quarter of 2010, citing progressive improvement in the company's
advertising revenues over the past three quarters.  "It's becoming
clear that we're much closer to the end of this historic recession
than the beginning," he said.  Pruitt highlighted the continuing
growth of the company's digital business with online audiences and
revenues increasing in 2009 and in the first quarter of 2010.

Pruitt also pointed to McClatchy's significant journalistic
accomplishments with The Kansas City Star winning the Robert F.
Kennedy Award, the Belleville News-Democrat winning the George
Polk Award and McClatchy Washington Bureau being named as a
Pulitzer Prize finalist for national reporting.

"The Pulitzer Prize, the Robert F. Kennedy Award and the George
Polk Award are widely recognized as three of the most prestigious
national awards in all of journalism," Pruitt said.  "McClatchy
won two of the three awards this year and came very close to a
sweep.  That all this work was produced in the difficult
environment of 2009 speaks to McClatchy's unwavering commitment to
public service journalism and also to the tremendous talent,
dedication and focus on the part of McClatchy's journalists. They
continue to inspire us and make us proud."

Pruitt reviewed the company's progress in paying down debt, which
has declined more than $216 million from the beginning of 2009
though the end of the first quarter in 2010, and highlighted the
company's refinancing in February 2010, which extended a majority
of McClatchy's debt maturities to 2017.  Concluding, Pruitt said
McClatchy "will continue to execute on a strategy that is serving
us well:

Publish newspapers and operate digital businesses in growth
markets;

Intensively focus on growing ad revenues, especially digital
revenues;

Provide relevant, high quality journalism;

Focus on growing local audiences;

Permanently restructure our costs;

Reduce debt; and

Continue our transition to a hybrid print and digital local news
company."

                          About McClatchy

The McClatchy Company is the third largest newspaper company in
the United States, publishing 30 daily newspapers, 43 non-dailies,
and direct marketing and direct mail operations. McClatchy also
operates leading local websites in each of its markets which
extend its audience reach. The websites offer users comprehensive
news and information, advertising, e-commerce and other services.
Together with its newspapers and direct marketing products, these
interactive operations make McClatchy the leading local media
company in each of its premium high growth markets. McClatchy-
owned newspapers include The Miami Herald, The Sacramento Bee, the
Fort Worth Star-Telegram, The Kansas City Star, The Charlotte
Observer, and The News & Observer (Raleigh).

                       *     *     *

The Troubled Company Reporter said on Feb. 15, 2010, Moody's
Investors Service upgraded The McClatchy Company's Corporate
Family Rating to Caa1 from Caa2, Probability of Default Rating to
Caa1 from Caa2, and senior unsecured and unguaranteed note ratings
to Caa2 from Caa3, concluding the review for upgrade initiated on
January 27, 2010.  The upgrades reflect McClatchy's improved
liquidity position and reduced near-term default risk following
completion of the company's refinancing, and its ability to
stabilize EBITDA performance through significant cost reductions.
The rating outlook is stable.

As reported by the TCR on January 14, 2010, Fitch Ratings placed
McClatchy's Issuer Default Rating of 'C' on Watch Positive.
Approximately $2 billion of debt is affected by Fitch's action.

The TCR on July 2, 2009, said Standard & Poor's Ratings Services
raised its corporate credit rating on McClatchy to 'CC' from 'SD'
(selective default).  The rating outlook is negative.  At the same
time, S&P raised its issue-level rating on each of McClatchy's
senior unsecured notes originally issued by Knight Ridder Inc. to
'C' from 'D'.  All other outstanding ratings on the company were
affirmed.


MCSTAIN ENTERPRISES: Emerges From Chapter 11 Protection
-------------------------------------------------------
Jenny Sullivan at ecohome reports that McStain Enterprises has
emerged from Chapter 11 bankruptcy protection.  According to the
report, McStain co-founders Tom and Caroline Hoyt have joined
forces with urban infill developer International Risk Group and a
private equity investor to form and fund MC3 Holdings, a
residential and mixed-use building venture specializing in
environmentally-conscious infill development and redevelopment.
Capitalizing on McStain's well-known name and trademark, the
operating entity for the new venture will be known as McStain
Constructors, and will do business as McStain Neighborhood
Builders.

Louisville, Colorado-based McStain Enterprises, Inc., aka McStain
Neighborhoods, filed for Chapter 11 on May 28, 2009 (Bankr. D.
Colo. Case No. 09-20249).  Joli A. Lofstedt, Esq., at Connolly,
Rosania & Lofstedt, P.C., represents the Debtor in its
restructuring efforts.  The Debtor has assets and debts both
ranging from $10 million to $50 million.


MERUELO MADDUX: Ch. 11 Plan Draws Criticism From Lenders
--------------------------------------------------------
According to Bankruptcy Law360, Meruelo Maddux Properties Inc.'s
latest Chapter 11 plan has drawn blistering criticism from
lenders, unsecured creditors and shareholders claiming the
bankrupt real estate developer continues to push an opaque,
speculative and futile blueprint for reorganization.

Citing an array of deficiencies, numerous stakeholders, including
the official committee of unsecured creditors, secured lenders and
shareholders, filed objections Monday to Meruelo's second amended
disclosure statement, Law360 reports.

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


MESA AIR: Judge Rules in Favor of Delta on Mesa Contract
--------------------------------------------------------
Bankruptcy Law360 reports that a federal judge has sided with
Delta Air Lines Inc. in a long-standing dispute over the carrier's
cancellation of a $20 million-a-month jet air service contract
with Mesa Air Group Inc., a move the bankrupt regional carrier
said would force it to lay off 500 workers at its Freedom Airlines
Inc. subsidiary.

                       About Delta Air Lines

Atlanta, Georgia-based Delta Air Lines (NYSE: DAL) --
http://www.delta.com/or http://www.nwa.com/-- serves more than
160 million customers each year.  Delta and the Delta Connection
carriers offer service to 367 destinations in 66 countries on six
continents.  Delta employs more than 70,000 employees worldwide
and operates a mainline fleet of nearly 800 aircraft.  A founding
member of the SkyTeam global alliance, Delta participates in the
industry's trans-Atlantic joint venture with Air France KLM.
Including its worldwide alliance partners, Delta offers customers
more than 16,000 daily flights, with hubs in Amsterdam, Atlanta,
Cincinnati, Detroit, Memphis, Minneapolis-St. Paul, New York-JFK,
Paris-Charles de Gaulle, Salt Lake City and Tokyo-Narita.  The
airline's service includes the SkyMiles frequent flier program,
the world's largest airline loyalty program; the BusinessElite
service; and more than 50 Delta Sky Clubs in airports worldwide.

Delta became the world's largest airline following merger with
Northwest Airlines in 2008.

Northwest and 12 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).
On May 21, 2007, the Court confirmed the Northwest Debtors'
amended plan.  That amended plan took effect May 31, 2007.

Delta and 18 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represented
the Delta Debtors in their restructuring efforts. On April 25,
2007, the Court confirmed the Delta Debtors' plan.  That plan
became effective on April 30, 2007.

At December 31, 2009, Delta had total assets of $43,539,000,000
against total current liabilities of $9,797,000,000 and total
noncurrent liabilities of $33,497,000,000, resulting in
stockholders' equity of $245,000,000.  At end-2008, Delta had
stockholders' equity of $874,000,000.  The December 31, 2009
balance sheet showed strained liquidity: Delta had total current
assets of $7,741,000,000 against total current liabilities of
$9,797,000,000.

(Bankruptcy Creditors Service Inc. publishes Delta Air Lines
Bankruptcy News, http://bankrupt.com/newsstand/or 215/945-7000).

                        *     *     *

Delta Air Lines and Northwest Airlines carry a 'B/Negative/--'
corporate ratings from Standard & Poor's.  They also continue to
carry 'B2' corporate family ratings from Moody's and "B-" LT
Issuer Default rating from Fitch.

                     About Mesa Air Group

Mesa currently operates 130 aircraft with approximately 700 daily
system departures to 127 cities, 41 states, Canada, and Mexico.
Mesa operates as Delta Connection, US Airways Express and United
Express under contractual agreements with Delta Air Lines, US
Airways and United Airlines, respectively, and independently as
Mesa Airlines and go! Mokulele.  This operation links Honolulu to
the neighbor island airports of Hilo, Kahului, Kona and Lihue. The
Company, founded by Larry and Janie Risley in New Mexico in 1982,
has approximately 3,500 employees.

Mesa Air Group Inc. and its units filed their Chapter 11 petitions
Jan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), listing
assets of $976 million against debt totaling $869 million as of
Sept. 30, 2009.

Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as local counsel.
Imperial Capital LLC is the investment banker.  Epiq Bankruptcy
Solutions is claims and notice agent.

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


METRO HEALTH: Fitch Withdraws B+ Rating on Revenue Bonds
--------------------------------------------------------
Fitch Ratings withdraws its 'B+' long-term rating for the
following bond because it has been prerefunded:

--Metro Health Facilities Development Corp. (TX) (Wilson N. Jones
Regional Health System) hospital revenue bonds series 2001.


MID-ATLANTIC COMM: Case Summary & 29 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Mid-Atlantic Communications, Inc.
        733 Davis St.
        Scranton, PA 18505

Bankruptcy Case No.: 10-04006

Chapter 11 Petition Date: May 13, 2010

Court: United States Bankruptcy Court
       Middle District of Pennsylvania (Wilkes-Barre)

Judge: John J. Thomas

Debtor's Counsel: John J. Martin, Esq.
                  Law Offices John J. Martin
                  1022 Court Street
                  Honesdale, PA 18431
                  Tel: (570) 253-6899
                  Fax: (570) 253-6988
                  E-mail: jmartin@martin-law.net

Scheduled Assets: $169,828

Scheduled Debts: $2,025,252

A list of the Company's 29 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/pamb10-04006.pdf

The petition was signed by Robert C. Dominick, president.


MILO 801: Case Summary & 3 Largest Unsecured Creditors
------------------------------------------------------
Debtor: Milo 801, LLC
        1610 W. University
        Muncie, IN 47303

Bankruptcy Case No.: 10-07187

Chapter 11 Petition Date: May 13, 2010

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

Judge: Basil H. Lorch III

Debtor's Counsel: Edward B. Hopper II, Esq.
                  Bingham, Farrer & Wilson
                  342 Massachusetts Avenue, Suite 300
                  Indianapolis, IN 46204
                  Tel: (317) 261-4740 Ext. 321
                  Fax: (317) 261-4740
                  E-mail: ehopper@bfwlawyers.com

Estimated Assets: $0 to $50,000

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

According to the schedules, the Company says that assets total $0
while debts total $1,985,000.

A copy of the Company's list of 3 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/insb10-07187.pdf

The petition was signed by Myles B. Ogea, managing member.


MOMENTIVE PERFORMANCE: Moody's Affirms CFR at Caa1; Outlook Stable
------------------------------------------------------------------
Moody's Investors Service changed the rating outlook for Momentive
Performance Materials Inc. to stable from negative reflecting the
substantial improvement in performance in the first quarter of
2010 and the expectation that profits will remain elevated.
Moody's also affirmed the company's other ratings (Corporate
Family Rating at Caa1) and updated the LGD point estimate for the
senior unsecured notes.

After several difficult years, management has been able to
demonstrate a meaningful improvement in financial performance even
though we are at an early stage in the economic recoveries in
North America and Europe", stated John Rogers Senior Vice
President at Moody's

The stable outlook reflects Momentive's meaningful increase in
operating profit in the first quarter due to increased demand,
lower raw material prices and previously completed cost reduction
efforts. To the extent that Momentive is able to continue to
generate an EBIT/Interest above 1.0x and roughly $100 million in
annual free cash flow, Moody's would consider the appropriateness
of a higher rating. Additionally, if the company were able to
extend the maturities in its first lien credit facility, Moody's
would also consider raising its Corporate Family Rating to B3.

Moody's last rating action for Momentive was on January 22, 2010,
when Moody's withdrew ratings on its proposed $500 million senior
secured first lien notes and extended senior secured first lien
credit facility as Momentive chose not to proceed with the
transaction.

The principal methodology used in rating Momentive was Moody's
Global Chemical Industry rating methodology, which can be found at
http://www.moodys.comin the Rating Methodologies sub-directory
under the Research & Ratings tab (December 2009; document
#121271). Other methodologies and factors that may have been
considered in the process of rating this issuer can also be found
in the Rating Methodologies sub-directory on Moody's Web site.

Momentive Performance Materials Inc., headquartered in Albany, New
York, is the second largest producer of silicones and silicone
derivatives worldwide. The company has two divisions: silicones
(which accounted for roughly 90% of revenues) and quartz. Revenues
were roughly $2.3 billion for the LTM ending March 31, 2010. An
affiliate of Apollo Management is the company's majority owner.


MRG, INC: Case Summary & 12 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: MRG, Inc.
        P.O. Box 921
        Cumming, GA 30028-0921

Bankruptcy Case No.: 10-22223

Chapter 11 Petition Date: May 13, 2010

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

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

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

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

According to the schedules, the Company says that assets total
$2,800,091 while debts total $3,020,475.

A copy of the Company's list of 12 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/ganb10-22223.pdf

The petition was signed by Marvin R. Griffin, owner.


NES RENTALS: Moody's Holds Junk Ratings & Puts Outlook as Stable
----------------------------------------------------------------
Moody's Investors Service has changed the rating outlook of NES
Rentals Holdings, Inc. ("NES") to stable from negative. The
company's Caa1 corporate family and probability of default
ratings, and the Caa2 ratings of NES' $82 million second lien term
loan due 2013 and $150 million second lien notes due 2015 have
been affirmed.

The stable outlook along with the Caa1 corporate family rating
reflect an improved liquidity profile against slim interest
coverage metrics and a still challenging equipment rental outlook.
Along with its recent issuance of $150 million 12.25% second lien
notes due 2015, NES amended its second lien term loan credit
agreement, removing a leverage ratio maintenance covenant test
that would have been challenging. As well the company extended its
asset-based revolving credit facility expiration date to 2014 from
2011. These changes better position NES to weather the non-
residential construction activity decline, which Moody's expects
should abate in 2011. Still, the primary demand growth rate that
resumes in 2011 will likely be far from the strong levels that
followed the 2001 recession, and rental pricing increases should
remain muted. NES' issuance of $150 million 5-year, second lien
notes -- instead of the $250 million, 7-year notes discussed in
Moody's previous press release -- left $82 million second lien
term loan due 2013 outstanding instead of repaid. The Caa1
encompasses that the interest burden rose from the transaction and
that a significant retained deficit should develop before
operating income again exceeds interest costs. The adequate
liquidity profile adds confidence that default potential should
not escalate with higher balance sheet leverage upcoming.

The ratings are:

Corporate family, probability of default affirmed at Caa1

$82 million second lien term loan due July 2013 affirmed at Caa2,
LGD 5, to 77% from 78%

$150 million second lien notes due April 2015 affirmed at Caa2,
LGD 5, 77% (previously discussed as $250 million, due 2017)

Moody's last rating action occurred March 23, 2010 when NES' Caa1
probability of default rating was affirmed. For further
information please refer to the credit opinion on moodys.com. The
principal methodology used in rating NES was Global Equipment &
Auto Rental, published in August 2007, which can be found at
http://www.moodys.comin the Rating Methodologies sub-directory
under the Research & Ratings tab. Other methodologies and factors
that may have been considered in the process of rating NES can
also be found in the Rating Methodologies sub-directory on Moody's
Web site.

NES Rentals Holdings, Inc., based in Chicago, Illinois and
majority-owned by Diamond Castle Investments, is an equipment
rental company in the U.S. Revenues for 2009 were approximately
$300 million.


NICHOLS SECURITY: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Nichols Security South, LLC
        310 Academy Avenue
        Dublin, GA 31021

Bankruptcy Case No.: 10-30236

Chapter 11 Petition Date: May 14, 2010

Court: U.S. Bankruptcy Court
       Southern District of Georgia (Dublin)

Judge: Susan D. Barrett

Debtor's Counsel: J. Michael Hall, Esq.
                  Hall & Kirkland, PC
                  P.O. Box 647
                  Statesboro, GA 30459
                  Tel: (912) 489-2831
                  Fax: (912) 489-2887
                  E-mail: mhall@hallandkirkland.com

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

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

According to the schedules, the Company says that assets total
$273,014 while debts total $1,113,436.

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

The petition was signed by Joshua S. Nichols, managing member.


NORANDA ALUMINUM: Moody's Raises CFR and PDR to B2
--------------------------------------------------
Moody's Investors Service upgraded the corporate family rating and
probability of default rating of Noranda Aluminum Holding
Corporation to B2 respectively. At the same time, Moody's upgraded
Noranda Aluminum Acquisition Corporation's senior secured bank
facility ratings to Ba3 from B1 and the senior unsecured rating on
its notes due in 2015 to B3 from Caa1. In addition, Moody's
confirmed the Caa2 rating of Noranda Aluminum Holding Corporations
senior unsecured notes due 2014. Moody's will withdraw this rating
upon repayment of the notes with proceeds from the recent IPO.
This concludes the review or possible upgrade initiated on
April 29, 2010.

The upgrade in the CFR to B2 reflects the ongoing improvement
being evidenced in the earnings performance of the company as the
New Madrid smelter has continued to ramp up in the first quarter
of 2010 -- reaching a 100% run rate by the end of March 2010, good
order entry experience for output at the upstream operations and
continued relative stability at the downstream operations. With
New Madrid now operating at full capacity, Moody's expects an
improved operating earnings performance for the remainder of 2010.
The rating also reflects the benefits to the company's overall
cost position from its increased ownership interests in the
Gramercy alumina refinery and the St. Ann's bauxite operations.
These benefits derive from the revenues generated by third party
sales of both excess bauxite and alumina relative to what Noranda
needs for its primary operations, which the company views as a
reduction to overall production costs in its primary aluminum
operations. The company indicates that with New Madrid's return to
full operating capacity, operating costs would be about $0.72/lb
versus the $0.77/lb reported for 2009, a period when the smelter
was operating at minimal levels due to damage to the potlines from
the early 2009 ice storm.

The rating also considers the better than expected reduction in
the company's debt position in the first quarter of 2010 with
adjusted debt reducing to approximately $836MM at March 31, 2010
from $1.1 billion at year-end 2009.  Moody's believes that Noranda
can generate sustainable EBITDA in the range of $200MM through a
normal cycle. With proceeds from the IPO and monetization of the
remaining hedge book, debt is expected to further decrease by
roughly $175 million. This would imply a pro-forma debt/EBITDA
ratio in the 3.5x range, comfortably placed in the B2 fundamental
rating level. However, the rating also considers the relatively
small size of the company and the reliance on the single source
earnings driver, ie the upstream operations from the New Madrid
smelter. While the downstream operations add a level of relative
stability, their EBITDA contribution is likely to continue in the
approximate $35MM range. The up and down earnings driver remains
the upstream primary operations, which will continue to reflect
the cyclicality of the aluminum price and demand levels. Although
proceeds from the IPO will provide for further debt reduction,
they are not, at this time, sufficient move the B2 rating to a
higher level.

The stable outlook reflects Moody's views that the company's
performance has stabilized and will continue to show improvement
over the next twelve to fifteen months. The outlook also
anticipates that recovery in the industries served by the aluminum
industry will be slow over the course of 2010 but that conditions
will remain relatively steady.

Upgrades:

..Issuer: Noranda Aluminum Acquisition Corporation

....Senior Secured Bank Credit Facility, Upgraded to Ba3, LGD 2,
    23% from B1, LGD 2, 26%

....Senior Unsecured Regular Bond/Debenture, Upgraded to B3 from
    Caa1

..Issuer: Noranda Aluminum Holding Corporation

....Probability of Default Rating, Upgraded to B2 from B3

....Corporate Family Rating, Upgraded to B2 from B3

Outlook Actions:

..Issuer: Noranda Aluminum Acquisition Corporation

....Outlook, Changed To Stable From Rating Under Review

..Issuer: Noranda Aluminum Holding Corporation

....Outlook, Changed To Stable From Rating Under Review

Moody's last rating action on Noranda Aluminum Holding Corporation
and Noranda Aluminum Acquisition Corporation was on April 29, 2010
when all ratings were placed under review for possible upgrade.

The principal methodology used in rating Noranda was Moody's
Global Steel Industry rating methodology, published in January
2009 and available on http://www.moodys.comin the Rating
Methodologies sub-directory under the Research & Ratings tab.
Other methodologies and factors that may have been considered in
the process of rating this issuer can also be found in the Rating
Methodologies sub-directory on Moody's Web site.

Headquartered in Franklin, Tennessee, Noranda generated revenues
of $770 million in 2009.Following its acquisition of Century
Aluminum's interest in the Gramercy alumina refinery and St. Ann's
bauxite operations, it changed its reporting segments in the first
quarter of 2010. The company's reporting segments going forward
will be: alumina refining, bauxite, primary aluminum products and
flat rolled products.


ORE PHARMACEUTICAL: Posts $1.1 Million Net Loss in Q1 2010
----------------------------------------------------------
Ore Pharmaceutical Holdings Inc. filed its quarterly report on
Form 10-Q, showing a net loss of $1.1 million on zero revenue for
the three months ended March 31, 2010, compared with a net loss of
$3.1 million on zero revenue for the same period of 2009.

The Company's balance sheet as of March 31, 2010, showed
$6.0 million in assets, $3.1 million of liabilities, and
$2.9 million of stockholders' equity.

As reported in the Troubled Company Reporter on April 6, 2010,
Ernst & Young LLP, in Baltimore, expressed substantial doubt about
the Company's ability to continue as a going concern in its report
on the Company's financial statements for the year ended
December 31, 2009.  The independent auditors noted that of the
Company's significant losses from operations and uncertainty as to
its ability to obtain additional financing.

In its Form 10-Q for the current quarter, the Company said that
there can be no assurance that the Company will be successful in
achieving its objectives of continuing cash conservation efforts,
the collection of its remaining outstanding note receivable,
attracting additional financing, and resolution of the potential
lease guarantee obligations in a manner favorable to the Company.
Furthermore, the Company anticipates that it will likely not have
sufficient resources to complete the ongoing trial for ORE1001
without further financing.  There is also no assurance, if the
Company completes its Phase Ib/IIa clinical trial of ORE1001, that
the results will be satisfactory or will enable the Company to
successfully out-license ORE1001.  If the Company is not
successful in achieving its objectives, although not currently
anticipated, it might be necessary to substantially reduce or
discontinue operations and liquidate the Company.

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

               http://researcharchives.com/t/s?6283

Cambridge, Mass.-based Ore Pharmaceutical Holdings Inc. is focused
on developing and monetizing its current portfolio of
pharmaceutical assets, which includes four compounds in-licensed
from major pharmaceutical companies.  Each of these compounds has
been observed to be well-tolerated in human clinical trials to
date.  The Company is evaluating its lead compound, ORE1001, as a
potential treatment for Inflammatory Bowel Disease.


PACIFIC FIRST: Voluntary Chapter11 Case Summary
-----------------------------------------------
Debtor: Pacific First Redlands LLC
        7226 Sepulveda Boulevard, Suite 200
        Van Nuys, CA 91405

Bankruptcy Case No.: 10-15764

Chapter 11 Petition Date: May 14, 2010

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

Judge: Kathleen Thompson

Debtor's Counsel: Roger A.S. Manlin, Esq.
                  1864 N Vermont Avenue, Suite 508
                  Los Angeles, CA 90027
                  Tel: (323) 953-6789

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

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

According to the schedules, the Company says that assets total
$2,269,011 while debts total $2,790,750.

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

The petition was signed by Danny Simon, sole member.


PALMER PROPERTIES: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Palmer Properties, Inc.
        2310 Spruce Street
        Montgomery, AL 36107

Bankruptcy Case No.: 10-31266

Chapter 11 Petition Date: May 13, 2010

Court: U.S. Bankruptcy Court
       Middle District of Alabama (Montgomery)

Judge: William R. Sawyer

Debtor's Counsel: Cameron-RRL A. Metcalf, Esq.
                  Espy, Metcalf & Espy, P.C.
                  P.O. Drawer 6504
                  Dothan, AL 36302
                  Tel: (334) 793-6288
                  E-mail: cam@espymetcalf.com

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

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

A copy of the Company's list of 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/almb10-31266.pdf

The petition was signed by William A. Parker, president.


PARKS AMERICA: Posts $302,067 Net Loss in Q1 Ended March 28
-----------------------------------------------------------
Parks! America, Inc. filed its quarterly report on Form 10-Q,
showing a net loss of $302,067 on $368,282 of revenue for the
three months ended March 28, 2010, compared with a net loss of
$367,933 on $438,090 of revenue for the same period of 2009.

The Company's balance sheet as of March 28, 2010, showed
$6,912,190 in assets, $4,841,731 of liabilities, and $2,070,459 of
stockholders' equity.

Silberstein Ungar, PLLC, in Bingham Farms, Michigan, expressed
substantial doubt about the Company's ability to continue as a
going concern in its report on the Company's financial statements
for the year ended December 31, 2009.  The independent auditors
noted that the Company has incurred losses from operations, has
negative working capital, and is in need of additional capital to
grow its operations so that it can become profitable.

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

               http://researcharchives.com/t/s?62a1

Parks! America, Inc., through its wholly-owned subsidiaries, owns
and operates two regional theme parks and are in the business of
acquiring, developing and operating local and regional theme parks
and attractions in the United States.  The Company's wholly-owned
subsidiaries are Wild Animal, Inc., a Missouri corporation and
Wild Animal Safari, Inc. a Georgia corporation.  Wild Animal -
Georgia owns and operates the Wild Animal Safari theme park in
Pine Mountain, Georgia.  Wild Animal - Missouri owns and operates
the Wild Animal Safari theme park located in Stafford, Missouri.


PARMALAT SPA: District Court OKs Settlement of Investors' Suit
--------------------------------------------------------------
Judge Lewis A. Kaplan of the U.S. District Court for the Southern
District of New York signed separate final judgment and orders
approving the settlements of Lead Plaintiffs Hermes Focus Asset
Management Europe Limited, Cattolica Partecipazioni, S.p.A.,
Capital & Finance Asset Management, Societe Moderne des
Terrassements Parisiens and Solotrat with Defendants Deloitte
Touche Tohmatsu, Deloitte & Touche LLP, James Copeland, Grant
Thornton International, Grant Thornton International Limited,
Grant Thornton LLP, Grant Thornton S.p.A.

The Settlements provide for payment of a total of $15 million.
Specifically, the Deloitte Settlement provides for a settlement
amount of $8.5 million, and the Grant Thornton Settlement provides
for a settlement amount of $6.5 million.  The Settlement
Stipulations provide for the release of claims against, inter
alia, the Deloitte and Grant Thornton Defendants and their member
firms.

The Final Orders permanently bar, enjoin and restrain (a) any
person or entity from asserting any claim for contribution or
indemnity against any Releasee that arises out of a judgment or
settlement obtained by any Class Member against the person or
entity that relates to the Settled Actions or any Settled Claim,
and (b) the Deloitte and Grant Thornton Parties from asserting any
claim for contribution or indemnity against any other person,
whose liability is not extinguished by the Settlements, that
arises out of a judgment or settlement obtained by any Class
Member against the Deloitte and Grant Thornton Parties that
relates to the multidistrict litigation or any Settled Claim.

Pursuant to Section 78u-4(f)(7)(B) of the Commerce and Trade Code,
any final verdict or judgment that may be obtained on behalf of
the Class or a Class Member against a Non-Settling Defendant or
Non-Settling Defendants will be reduced by the greater of (i) an
amount that corresponds to the percentage of responsibility of the
Settling Defendants, or (ii) the amount paid to the Class or that
Class Member pursuant to the Settlements.

In connection with the approval of the Settlements, Judge Kaplan
directed the Clerk of Court to close the cases between the
Settling Parties.

           Plaintiffs' Position on Settlement Issues

Commencing with a March 22, 2010 teleconference, certain MDL
Plaintiffs informed the District Court that their counsel and Bank
of America Corporation have had several telephone conferences
about the possibility of renewed settlement negotiations between
BofA and some or all of the Plaintiffs.

J. Michael Hennigan, Esq., at Hennigan, Bennett & Dorman LLP, in
Los Angeles, California -- hennigan@hbdlawyers.com -- told the
Court that BofA's counsel has conveyed that it would be interested
in settlement negotiations so long as the negotiations focus on
actual losses, rather than rescissory damage measures.  He added
that the Plaintiffs' counsel has conveyed that even in a mediation
focusing on the Plaintiffs' actual losses, determination of a
reasonable final settlement amount would necessarily have to take
into account an assessment of the probability and nature of a
particular plaintiffs' potential recovery on its rescission
claims.

The Plaintiffs' expert reports tabulated, among other things,
principal losses from the Plaintiffs' various failed Parmalat
fixed income investments, Mr. Hennigan averred.  For reasons
specific to certain security positions of specific Plaintiffs, all
of which have been discussed with BofA, certain of those loss
calculations have since been adjusted downward, he said.
Exclusive of any adjustment for lost interest, the revised
principal loss totals for each Plaintiff group are:

     Plaintiff         Total Amount
     ---------         ------------
     Hancock          $72.6 million
     Prudential        62.0 million
     Principal         45.1 million
     AEGON             38.6 million
     Allstate          15.6 million

With respect to litigation risk, the Plaintiffs believe that the
record amply supports their rescission and fraud claims.  But, Mr.
Hennigan noted, the Plaintiffs are also realistic, and they know
that there are a host of heavily contested liability and damage
calculation issues, litigation is an inherently uncertain means of
redressing commercial injury, and this case is no exception.

The Plaintiffs' rescission claims have inevitable impact on any
sensible settlement analysis by either side, Mr. Hennigan
asserted.  He noted that the claims arise under the laws in Iowa,
Illinois and Massachusetts.  In Illinois and Massachusetts, he
says, the value of a rescissory remedy is greatly enhanced by
statutory interest rates and attorneys' fees provisions that would
be applicable in the event one of those plaintiffs prevailed on
rescission claims.

"Rescission issues aside, an 'actual losses' negotiation must take
into account that, in all of Plaintiffs' cases, more than 6 years
has elapsed since these losses were experienced," Mr. Hennigan
contended.  "For institutional investors such as Plaintiffs, the
time value of money is relevant to an assessment of the magnitude
of actual losses from failed fixed income investments and
therefore relevant to what a reasonable settlement might be," he
added.

With these considerations in mind, the Plaintiffs told Judge
Kaplan that they are actively engaged with their counsel in
assessing what a reasonable settlement would be and hope a
productive mediation can take place in the near future.

                    Parties' Status Report

Parties to five MDL cases involving BofA jointly filed a status
report on, among other things, settlement discussions summary
judgment motion process and their settlement positions.

The Parties engaged in a three-day mediation in July 2007, but the
process proved unsuccessful.  On March 22, 2010, the parties had a
productive discussion concerning settlement positions and
structures. They have had follow-up discussions, have agreed to
engage a different mediator, and are currently scheduled to
mediate at least three of the cases on June 2 and 3, 2010.

The Parties also proposed schedules for the summary judgment
motions.  In a stipulated order signed by Judge Kaplan, the
Parties agreed that on June 9, 2010, they will file their
opposition papers to summary judgment motions.  Reply papers are
due on June 23.

             Insurers' Motion for Summary Judgment

Pursuant to Rule 56(b) of the Federal Rules of Civil Procedure,
Plaintiffs Principal Life Insurance Company, Monumental Life
Insurance Company, Allstate Life Insurance Company and The
Prudential Insurance Company of America submitted to the District
Court a sealed motion for partial summary judgment.  Also filed
under seal are Undisputed Facts Proposed by the Plaintiffs, the
Plaintiffs' Statement of Facts Disputed by the Bank of America
Defendants, and the declarations of Allison K. Chock, Mark E.
Dunn, William J. Henricksen, Thomas J. Napholz, Tan Vu, Anthony J.
Ceravolo, and Maryann Critchley.

The request asked for an order granting partial summary judgment
on the Plaintiffs' Iowa and Illinois claims for rescission or
rescissionary damages in connection with their FHL and DHL note
purchases.  Opposition papers are due on June 9, 2010, and reply
papers are due on June 23.

In another filing, Defendants Bank of America Corporation, Bank of
America, N.A., and Banc of America Securities LLC, also submitted
a sealed motion for summary judgment in favor of them and
dismissing the Plaintiffs' actions, pursuant to Rule 56.  Also
filed with the Court are the Declaration of Linda C. Goldstein and
the Affidavit of Nigel K. Meeson.

The Affidavit of William White III, supporting memorandum of law,
Statement of Undisputed Facts and BofA's Statement of Facts and
the accompanying exhibits are filed under seal.

                 FHL Wants Documents Docketed

On behalf of Food Holdings Limited, J. Benjamin King, Esq., at
Diamond McCarthy LLP, in Dallas, Texas --
bking@diamondmccarthy.com -- wrote to the District Court, asking
that certain documents submitted by parties in open court during
the MDL trial be docketed.  He noted that certain plaintiffs are
appealing certain decisions by the Court, and Defendant BofA has
filed a cross-appeal.

Mr. King said the Plaintiffs and BofA agree that these documents
should be made part of the record for appeal:

  -- Court Exhibit A -- Food Holdings Limited and Dairy Holdings
     Limited's Final Exhibit List;

  -- Court Exhibit B -- Bank of America's Exhibit List;

  -- All exhibits listed on either party's exhibit list, other
     than those exhibits marked "WITHDRAWN";

  -- DX-329 and DX-330 -- submitted in open court;

  -- PX-3l2 through PX-3l4 -- Plaintiffs' witness statements,
     subject to the agreement between the parties withdrawing
     portions of PX-312 and PX-313, set forth at Docket
     Entry 313;

  -- DX-33l through DX-337 -- Defendants' witness statements;
     and

  -- The Parties' Joint Deposition Designations and Objections
     -- submitted in open court on September 14, 2009.

In response, Judge Kaplan said that exhibits received in evidence
or marked for identification are part of the appellate record by
virtue of Rule 10(a) of the Federal Rules of Appellate Procedure.
He added that it is not the practice of the District Court to
docket them.

               BofA Dismissed in Hartford Action

Plaintiff Hartford Life Insurance Company, and Defendants Bank of
America Corporation, Bank of America, NA., and Banc of America
Securities LLC agree in a Court-approved stipulation (i) for the
voluntary dismissal of Hartford's lawsuit against BofA, and (ii)
that all claims will be dismissed with prejudice and without costs
to either party as against the other.

                       Court Allows Fees

The Court granted the Lead Plaintiffs' request for award of
attorneys' fees and expenses in connection with the settlement of
claims against the Deloitte Defendants and the Grant Thornton
Defendants.

Judge Kaplan awarded Co-Lead Counsel Cohen, Milstein, Hausfeld &
Toll, P.L.L.C., attorneys' fees in the amount of 18.5% of the sum
of (i) $15 million, and (ii) accrued interest of the Gross
Settlement Funds.  Judge Kaplan also allowed the reimbursement of
$161,857 in expenses.

In another order, the District Court granted Grant Thornton
International and Grant Thornton LLP's request for summary
judgment dismissing the complaint filed by Dr. Enrico Bondi
against GTI, el al.  The action was dismissed on consent as
against Deloitte & Touche S.p.A., Dianthus, S.p.A., Deloitte
Touche Tohmatsu, Deloitte & Touche LLP and Deloitte & Touche USA
LLP.  A default judgment was entered against Grant Thornton
S.p.A., thus leaving for resolution only the question of damages
against Grant Thornton S.p.A.

As it would be inefficient to proceed with a damages inquest on
the default judgment before the Plaintiffs appeal from the
judgment dismissing as to Grant Thornton is resolved, the case is
stayed and transferred to the suspense docket pending further
order of the Court.  Hence, Judge Kaplan directed the Clerk to
close it for administrative purposes.

The action commenced by Gerald K. Smith, et al., against Grant
Thornton International, et al., is dismissed as to all defendants
save Grant Thornton S.p.A. as to which no proof of service ever
was filed, Judge Kaplan ruled.  The action is dismissed as to
Grant Thornton S.p.A. for failure to prosecute.  He directed the
Clerk to close the case.

                       About Parmalat S.p.A.

Headquartered in Milan, Italy, Parmalat S.p.A. --
http://www.parmalat.net/-- sells nameplate milk products that can
be stored at room temperature for months.  It also has about 40
brand product lines, which include yogurt, cheese, butter, cakes
and cookies, breads, pizza, snack foods and vegetable sauces,
soups and juices.

The Company's U.S. operations filed for Chapter 11 protection on
February 24, 2004 (Bankr. S.D.N.Y. Case No. 04-11139).  Gary
Holtzer, Esq., and Marcia L. Goldstein, Esq., at Weil Gotshal &
Manges LLP, represent the Debtors.  When the U.S. Debtors filed
for bankruptcy protection, they reported more than USUS$200
million in assets and debts.  The U.S. Debtors emerged from
bankruptcy on April 13, 2005.

Parmalat S.p.A. and its Italian affiliates filed separate
petitions for Extraordinary Administration before the Italian
Ministry of Productive Activities and the Civil and Criminal
District Court of the City of Parma, Italy on December 24, 2003.
Dr. Enrico Bondi was appointed Extraordinary Commissioner in
each of the cases.  The Parma Court has declared the units
insolvent.

On June 22, 2004, Dr. Bondi filed a Sec. 304 Petition, Case No.
04-14268, in the United States Bankruptcy Court for the Southern
District of New York.

Parmalat has three financing arms: Dairy Holdings Ltd., Parmalat
Capital Finance Ltd., and Food Holdings Ltd.  Dairy Holdings and
Food Holdings are Cayman Island special-purpose vehicles
established by Parmalat S.p.A.  The Finance Companies are under
separate winding up petitions before the Grand Court of the Cayman
Islands.  Gordon I. MacRae and James Cleaver of Kroll (Cayman)
Ltd. serve as Joint Provisional Liquidators in the cases.  On
January 20, 2004, the Liquidators filed Sec. 304 petition, Case
No. 04-10362, in the United States Bankruptcy Court for the
Southern District of New York.  In May 2006, the Cayman Island
Court appointed Messrs. MacRae and Cleaver as Joint Official
Liquidators.  Gregory M. Petrick, Esq., at Cadwalader, Wickersham
& Taft LLP, and Richard I. Janvey, Esq., at Janvey, Gordon,
Herlands Randolph, represent the Finance Companies in the Sec. 304
case.

The Honorable Robert D. Drain presided over the Parmalat Debtors'
U.S. cases.  On June 21, 2007, the U.S. Court granted Parmalat
permanent injunction.


PARMALAT SPA: EUR1-Bil. PCF Claim Settlement Becomes Final
----------------------------------------------------------
Parmalat announced at the end of March that the settlement
agreement with Parmalat Capital Finance (presently in liquidation
in the Cayman Islands) which was previously announced on February
25, 2010, has been approved by the Cayman Court, and is now final.

By that settlement, Parmalat resolved over EUR1 billion in claims
made against it by PCF.  Pursuant to the terms of the settlement,
Parmalat will allocate 5.6 million shares of stock already issued
to PCF and currently frozen by order of the Parma court.  Parmalat
will also issue 12.4 million new shares of stock to PCF and
release claims it had asserted against PCF in the Cayman Islands.

PCF will, in turn, release all of its claims against Parmalat and
assign to Parmalat its rights in a $45 million debt plus interests
from Parmalat de Venezuela, together with certain other claims.

                       About Parmalat S.p.A.

Headquartered in Milan, Italy, Parmalat S.p.A. --
http://www.parmalat.net/-- sells nameplate milk products that can
be stored at room temperature for months.  It also has about 40
brand product lines, which include yogurt, cheese, butter, cakes
and cookies, breads, pizza, snack foods and vegetable sauces,
soups and juices.

The Company's U.S. operations filed for Chapter 11 protection on
February 24, 2004 (Bankr. S.D.N.Y. Case No. 04-11139).  Gary
Holtzer, Esq., and Marcia L. Goldstein, Esq., at Weil Gotshal &
Manges LLP, represent the Debtors.  When the U.S. Debtors filed
for bankruptcy protection, they reported more than USUS$200
million in assets and debts.  The U.S. Debtors emerged from
bankruptcy on April 13, 2005.

Parmalat S.p.A. and its Italian affiliates filed separate
petitions for Extraordinary Administration before the Italian
Ministry of Productive Activities and the Civil and Criminal
District Court of the City of Parma, Italy on December 24, 2003.
Dr. Enrico Bondi was appointed Extraordinary Commissioner in
each of the cases.  The Parma Court has declared the units
insolvent.

On June 22, 2004, Dr. Bondi filed a Sec. 304 Petition, Case No.
04-14268, in the United States Bankruptcy Court for the Southern
District of New York.

Parmalat has three financing arms: Dairy Holdings Ltd., Parmalat
Capital Finance Ltd., and Food Holdings Ltd.  Dairy Holdings and
Food Holdings are Cayman Island special-purpose vehicles
established by Parmalat S.p.A.  The Finance Companies are under
separate winding up petitions before the Grand Court of the Cayman
Islands.  Gordon I. MacRae and James Cleaver of Kroll (Cayman)
Ltd. serve as Joint Provisional Liquidators in the cases.  On
January 20, 2004, the Liquidators filed Sec. 304 petition, Case
No. 04-10362, in the United States Bankruptcy Court for the
Southern District of New York.  In May 2006, the Cayman Island
Court appointed Messrs. MacRae and Cleaver as Joint Official
Liquidators.  Gregory M. Petrick, Esq., at Cadwalader, Wickersham
& Taft LLP, and Richard I. Janvey, Esq., at Janvey, Gordon,
Herlands Randolph, represent the Finance Companies in the Sec. 304
case.

The Honorable Robert D. Drain presided over the Parmalat Debtors'
U.S. cases.  On June 21, 2007, the U.S. Court granted Parmalat
permanent injunction.


PEARLVILLE L.P.: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Pearville, L.P.
        3336 Richmond, Suite 302
        Houston, TX 77098

Bankruptcy Case No.: 10-34074

Chapter 11 Petition Date: May 14, 2010

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

Judge: Karen K. Brown

Debtor's Counsel: Thomas H. Grace, Esq.
                  Spencer Crain Cubbage Healy & McNamara
                  1330 Post Oak Boulevard
                  Suite 1600
                  Houston, TX 77056
                  Tel: (713) 963-3669
                  Fax: (713) 963-4663
                  E-mail: hobank@spencercrain.com

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

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

The petition was signed by Jaime E. Fisher, Jr., president of
JEFCO Development Corporation, the general partner of the Debtor.

Debtor's List of 20 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Troy Construction LLC                            $236,222

Peltier Brothers                                 $230,000
Construction

Elder-Jones, Inc.          Draw                  $125,000

Leo Vasquez                Taxes                 $77,360

Pasadena ISD Tax                                 $72,245
Office

Harris County MUD 381                            $40,182

Engineered Construction                          $39,800
Specialists, Inc.

Locke Lord Bissell                               $30,946
& Liddell LLP

UHY Advisors TX, LP                              $20,011

Looper Reed & McGraw                             $18,800

Porter & Hedges                                  $16,293

Gray Jansing &                                   $15,280
Associates, Inc

Phil Knight                                      $13,500
Construction I, Ltd.

Mobile Modular                                   $13,388
Management Corporation

Cre8 Architects                                  $8,180

Acumen                                           $6,380

Burford & Maney, P.C.                            $4,593

New Regional Planning, Inc.                      $4,050

Central Electric Company                         $3,910

Knudson, LP                                      $3,773


PETROHUNTER ENERGY: Posts $2.1-Mil. Net Loss in Q2 Ended March 31
-----------------------------------------------------------------
PetroHunter Energy Corporation filed its quarterly report on Form
10-Q, showing a net loss of $2.1 million for the three months
ended March 31, 2010, compared with a net loss of $95.2 million
for the same period of 2009.  The Company generated no revenue for
the three-month periods ended March 31, 2010, and 2009,
respectively.

During the three months ended March 31, 2010, the Company
recognized no impairment charges as compared to $83.1 million
during the corresponding period of 2009.

The Company's balance sheet as of March 31, 2010, showed
$5.9 million in assets and $65.5 million of liabilities, for a
stockholders' deficit of $59.6 million.

As reported in the Troubled Company Reporter on January 18, 2010,
Eide Bailly LLP, in Greenwood Village, Colorado, expressed
substantial doubt about PetroHunter Energy Corporation's ability
to continue as a going concern after auditing the Company's
consolidated financial statements for the years ended
September 30, 2009, and 2008.  The independent public accounting
firm reported that the Company has an accumulated deficit of
$279.2 million and net loss of $129.7 million for the year ending
September 30, 2009, and as of that date has a working capital
deficit of $64.9 million.

As of March 31, 2010, the Company has an accumulated deficit of
$283.3 million and has a working capital deficit of roughly
$15.6 million.  "Although we have restructured a significant
amount of our outstanding debt portfolio, we remain in default
with the covenants of several loan agreements.  We require
significant additional funding to sustain our operations.  We are
in default on certain other obligations.  Our ability to establish
the Company as a going concern is dependent upon our ability to
obtain additional funding in order to finance our planned
operations."

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

               http://researcharchives.com/t/s?62a1

Based in Denver, Colorado, PetroHunter Energy Corporation
formerly Digital Ecosystems Corp. is an oil and gas exploration
and production company, which currently holds oil and gas
interests located in the Piceance Basin of Western Colorado, and
in the Beetaloo Basin in the Northern Territory in Australia.

PetroHunter currently owns a 25% working interest in four
exploration permits covering 7 million acres in Australia,
including one well (known as the Beetaloo Basin Project), and a
100% working interest in leases covering 20,000 acres and ten
wells in the Piceance Basin in Western Colorado.  These oil and
gas wells have not yet commenced oil and gas production.


PIONEER VILLAGE: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Pioneer Village Investments, LLC
        c/o Farmington Centers, Inc.
        4640 SW Macadam Ave Ste 90
        Portland, OR 97239

Bankruptcy Case No.: 10-62852

Chapter 11 Petition Date: May 13, 2010

Court: United States Bankruptcy Court
       District of Oregon

Judge: Frank R. Alley III

Debtor's Counsel: Douglas P. Cushing, Esq.
                  Two Centerpointe Dr - 6th Flr.
                  Lake Oswego, OR 97035
                  Tel: (503) 598-7070
                  E-mail: doug.cushing@jordanschrader.com

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

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

The petition was signed by Jeffrey L. Chamberlain, manager.

Debtor's List of 20 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Excelsior Investment Company                     $611,566
107 W First St
Phoenix, OR 97535

Janice LaMorree                                  $154,836

Hank & Nina Winsor                               $140,456

Monta Merryweather                               $140,456

Peggy Eccles                                     $140,456

Susan Casto                                      $140,456

Farmington Center, Inc.                          $111,445

Catherine Murphy                                 $93,654

Charles Grojean                                  $77,814

Hiram Cheney                                     $77,814

Dorthy Quirk                                     $61,182

Irene Kartsounis                                 $61,182

Jerry Pearce                                     $61,182

LeClaire Prince                                  $40,127

Richard McLeod                                   $15,043

Rose Davis                                       $7,500

Ann Geich                                        $3,750

Peter Van Dyke                                   $3,750

Rod & Shirley Law                                $3,750

Shusster Purchasing Solutions, LLC               $360


QTC MANAGEMENT: S&P Withdraws 'B' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services withdrew all of its ratings,
including its 'B' corporate credit rating, on Diamond Bar, Calif.-
based QTC Management Inc. at the company's request.


QUESTAR MARKET: Moody's Says CFR Downgrade Likely After Spin-off
----------------------------------------------------------------
Moody's Investors Service commented that Questar Market Resources,
Inc.'s Baa3 senior unsecured ratings remain under review for
possible downgrade.  Based on the company's planned transfer of
Wexpro Company and debt outstanding on the spin date, it is likely
that QMR will be downgraded to a Ba1 Corporate Family Rating upon
the completion of the proposed spin-off.

"The planned debt reduction does not fully offset the benefits
that Wexpro provided Questar Market Resources in terms of asset
scale and lower business risk," said Pete Speer, Moody's vice
president. "However, the company's leverage metrics and
competitive cost structure following the spin-off support a Ba1
rating."

Questar Corporation announced that its board of directors has
authorized management to proceed with a spin-off of QMR to
shareholders.  In addition to QMR transferring Wexpro to Questar,
QMR's outstanding debt will be reduced to approximately
$1.2 billion on the spin date.  QMR will be renamed QEP Resources,
Inc.  The company believes the transaction could be completed
within the next three months, subject to market conditions,
successful restructuring of its credit facilities and final
approval of certain material agreements by the boards of both
companies.

QMR's pro forma leverage metrics will increase modestly since the
loss of Wexpro's production and proved reserve volumes will be
greater than the proposed debt reduction. More importantly, QMR no
longer benefits from the stability provided by Wexpro and from
being associated with the other Questar regulated subsidiaries,
which were critical components of QMR's Baa3 rating.

Following the separation from Questar, QMR will continue to have a
very competitive cost structure and leverage metrics that compare
favorably to Ba1 and Ba2 rated independent exploration and
production companies.  The company has improved its basin
diversification beyond its legacy Rocky Mountain property base
through significant expansion in the Haynesville Shale and
prospective acreage in the Granite Wash, Woodford Shale and Bakken
Shale plays.  QMR's midstream assets provide significant third
party cash flows for additional debt support.  These strengths are
supportive of a Ba1 rating, despite the company's smaller proved
reserves and production scale compared to many Ba1 and Ba2 rated
peers.

The last rating action on QMR was on April 22, 2010, when the
company's ratings were placed on review for possible downgrade
following Questar's initial announcement that it was considering
the spinoff of QMR.

Questar Market Resources, Inc. is a wholly owned subsidiary of
Questar Corporation, headquartered in Salt Lake City, Utah.


QWEST COMMUNICATIONS: Bid to Split Chairman, CEO Roles Rejected
---------------------------------------------------------------
Qwest Communications International Inc. held its 2010 annual
meeting of stockholders on May 12, 2010.  At the meeting,
stockholders rejected a stockholder proposal requesting that the
Board establish a policy of separating the roles of Chairman and
Chief Executive Officer whenever possible.

The Stockholders also rejected a stockholder proposal requesting
that the Board adopt a policy limiting the circumstances under
which performance shares granted to executives vest and become
payable, as well as a stockholder proposal urging the Board to
adopt a policy that stockholders have the opportunity at each
annual meeting to vote on an advisory resolution proposed by
management to approve certain compensation of the executives.

The Stockholders elected 12 directors to the Company's Board of
Directors to hold office until the annual meeting of stockholders
in 2011 and until his or her successor is elected and qualified:

     -- Charles L. Biggs
     -- K. Dane Brooksher
     -- Peter S. Hellman
     -- R. David Hoover
     -- Patrick J. Martin
     -- Caroline Matthews
     -- Edward A. Mueller
     -- Wayne W. Murdy
     -- Jan L. Murley
     -- Michael J. Roberts
     -- James A. Unruh
     -- Anthony Welters

The Stockholders ratified the appointment of KPMG LLP as
independent registered public accounting firm for 2010.

The Stockholders approved an amendment to the Employee Stock
Purchase Plan.  The Stockholders also approved a stockholder
proposal requesting that the Board amend the bylaws to allow 10%
or greater stockholders to call special meetings of stockholders.

                        CenturyTel Merger

On April 21, 2010, Qwest entered into a merger agreement whereby
CenturyTel, Inc., will acquire the Company in a tax-free, stock-
for-stock transaction.  Under the terms of the agreement, Qwest
stockholders will receive 0.1664 shares of CenturyLink common
stock for each share of Qwest common stock they own at closing.
Based on Qwest's and CenturyLink's share prices as of the date of
the merger agreement, at closing CenturyLink shareholders are
expected to own approximately 50.5% and Qwest stockholders are
expected to own approximately 49.5% of the combined company.
Completion of this transaction is subject to approval by the
stockholders of both companies, various federal and state
regulatory approvals as well as other customary closing
conditions.  Qwest anticipates closing this transaction in the
first half of 2011.  If the merger agreement is terminated under
certain circumstances, Qwest may be obligated to pay CenturyLink a
termination fee of $350 million.

                           About Qwest

Based in Denver, Colorado, Qwest Communications (NYSE: Q) --
http://www.qwest.com/-- offers residential customers a new
generation of fiber-optic Internet service, high-speed Internet
solutions, as well as digital home phone, wireless service
available through Verizon Wireless and DIRECTV services.  Qwest is
also the choice of 95 percent of Fortune 500 companies, offering a
full suite of network, data and voice services for small
businesses, large businesses, government agencies and wholesale
customers.  Additionally, Qwest participates in Networx, the
largest communications services contract in the world, and is
recognized as a leader in the network services market by leading
technology industry analyst firms.

At March 31, 2010, the Company had total assets of $19.362 billion
from total liabilities of $20.482 billion, resulting in
stockholders' deficit of $1.120 billion.  The March 31 balance
sheet also showed strained liquidity: The Company had total
current assets of $4.005 billion from total current liabilities of
$4.590 billion.


R & D DEVELOPMENT: Case Summary & 9 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: R & D Development, LLC
        214 N. Arendell Ave.
        Zebulon, NC 27597

Bankruptcy Case No.: 10-03924

Chapter 11 Petition Date: May 14, 2010

Court: United States Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Debtor's Counsel: Gregory B. Crampton, Esq.
                  Nicholls & Crampton, P.A.
                  P.O. Box 18237
                  Raleigh, NC 27619
                  Tel: (919) 781-1311
                  Fax: (919) 782-0465
                  E-mail: gcrampton@nichollscrampton.com

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

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

A list of the Company's 9 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/nceb10-03924.pdf

The petition was signed by Donald H. Perry, manager/member.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Donald Hicks Perry                     10-03923    05/14/10


R&G FINANCIAL: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: R&G Financial Corporation
        1225 Ponce De Len
        San Juan, PR 00909

Bankruptcy Case No.: 10-04124

Chapter 11 Petition Date: May 14, 2010

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

Debtor's Counsel: Jorge I. Peirats, Esq.
                  Pietrantoni, Mendez & Alvarez
                  Popular Ctr Suite 1901 209 M. Rivera
                  Hato Rey, PR 00918
                  Tel: (787) 274-1212
                  E-mail: jpeirats@pmalaw.com

Scheduled Assets: $40,213,356

Scheduled Debts: $420,687,694

The petition was signed by the company's authorized
representative.

The Debtor did not file its list of largest unsecured creditors
when it filed its petition.


REFCO INC: Court OKs Chapter 7 Trustee's Attorneys Fees
-------------------------------------------------------
Bankruptcy Judge Robert Drain awarded these professionals fees and
reimbursement of expenses for services rendered to Albert Togut,
as Chapter 7 Trustee overseeing the liquidation of Refco LLC, for
the fee period from July 1, 2009, to January 31, 2010:

Professional                          Fees         Expenses
------------                        --------       --------
Togut, Segal & Segal LLP            $422,049         $5,568
General Bankruptcy Counsel

Bridge Associates LLC                402,373         46,938
Trustee's Financial Advisors

Jenner & Block LLP                   260,753         32,515
Refco Trustee's Attorney

Neal, Gerber & Eisenberg LLP          10,942          1,583
Special Counsel

Henderson & Lyman                      1,640             29
Special Counsel

                         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: Submits Post-Confirmation Report for 1st Quarter
-----------------------------------------------------------
Refco, Inc., and its affiliates, including Refco Capital Markets,
Ltd., delivered to the U.S. Bankruptcy Court for the Southern
District of New York a copy of their post-confirmation quarterly
report for the period from January 1 to March 31, 2010.

According to Valerie E. DePiro, chief financial officer of Refco
Inc. and Refco Capital Markets, Ltd., a cash balance of
$73,484,000 at the beginning of January 2010 decreased to
$69,189,000 at the end of the reporting period.  The Reorganized
Debtors received $8,338,000 in total cash and disbursed
$12,633,000 for the first quarter of 2010.

     Unaudited Schedule of Cash Receipts and Disbursements
                        (in thousands)

                  Beginning            Inter- Disburse-  Ending
  Debtor          Balance  Receipts  Company  ments     Balance
  -----           -------  --------  -------  -------   -------
RCM               $18,438        $6        -  ($7,716)  $10,728
Refco Capital LLC  47,864     8,328  ($3,150)  (1,307)   51,735
Refco F/X Assoc.    6,686         4        -       (6)    6,684
Refco Group Ltd.        -         -        -        -         -
Refco Regulated         -         -        -        -         -
Refco Inc.            496         -    3,150   (3,604)       42
Westminster-Refco       -         -        -        -         -
                  -------  --------  -------  -------- ---------
      Totals      $73,484    $8,338        -  ($12,633)  $69,189

          Schedule of Cash Distributions to Creditors
                        (in thousands)

                                      Quarter Ended   Emergence
                                      Mar. 31, 2010    to Date
                                      -------------   ---------
Administrative and Operating Expenses         $1,714     $97,704

TREATMENT OF CONTRIBUTING DEBTORS'
CREDITORS AND INTEREST HOLDERS
Priority Tax Claims                                -       1,613
Class 1 - Non Tax Priority Claims                  -           -
Class 2 - Other Secured Claims                     -           -
Class 3 - Secured Lender Claims                    -     703,967
Class 4 - Senior Subordinated Note Claims          -     335,985
Class 5(a) - Contributing Debtors
General Unsecured Claims                      3,604     148,548
Class 5(b) - Related Claims                        -           -
Class 6 - RCM Intercompany Claims                  -           -
Class 7 - Subordinated Claims                      -           -
Class 8 - Old Equity Interests                     -           -

TREATMENT OF FXA CREDITORS
Priority Tax Claims                                -          90
Class 1 - FXA Non-Tax Priority Claims              -           -
Class 2 - FXA Other Secured Claims                 -           -
Class 3 - FXA Secured Lender Claims                -           -
Class 4 - FXA Sr. Subordinated Note Claims         -           -
Class 5(a) - FXA General Unsecured Claims          -      19,453
Class 5(b) - Related Claims                        -           -
Class 6 - FXA Convenience Claims                   -       4,827
Class 7 - FXA Subordinated Claims                  -           -

TREATMENT OF RCM CREDITORS
Priority Tax Claims                                -           -
Class 1 - RCM Non-Tax Priority Claims              -           -
Class 2 - RCM Other Secured Claims                 -           -
Class 3 - RCM FX/Unsecured Claims              6,420     449,214
Class 4 - RCM Securities Customer Claims         742   2,644,817
Class 5 - RCM Leuthold Metals Claims               -      19,364
Class 6 - Related Claims                           -           -
Class 7 - RCM Subordinated Claims                  -           -

Ms. DePiro tells the Court that all employees were terminated by
the Debtors on September 30, 2008.  From time to time, the Debtors
continue to utilize former employees as contractors to assist with
certain wind-down activities, including effectuating distributions
to creditors.  The former employees are compensated on an hourly
basis.

Tax claims and notices were received by the Debtors from the IRS
and State taxing authorities in the aggregate amount of
approximately $20 million.  All of the original 47 claims filed
have been expunged or resolved.  Allowed Claims total
approximately $1.6 million and have been paid.  All insurance
policies are fully paid for the current period, Ms. DePiro says.

A full-text copy of the Reorganized Debtors' Post-Confirmation
Quarterly Report for the First Quarter of 2010 is available at no
charge at http://bankrupt.com/misc/Refco1stQ2010PostCon.pdf

                         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)


RHINO AUTO: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Rhino Auto Transport, Inc.
        831 NW 77th Terrace
        Fort Lauderdale, FL 33311

Bankruptcy Case No.: 10-23312

Chapter 11 Petition Date: May 14, 2010

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

Judge: John K. Olson

Debtor's Counsel: Philip J. Landau, Esq.
                  2385 N.W. Executive Center Drive # 300
                  Boca Raton, FL 33431
                  Tel: (561) 443-0800
                  E-mail: plandau@sfl-pa.com

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

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

A copy of the Company's list of 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/flsb10-23312.pdf

The petition was signed by Jose M. Sanchez, president.


RICHARD RUSSELL: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Joint Debtors: Richard Nathaniel Russell
               Frankie Lynne Russell
               10533 Miller Road
               Oakton, VA 22124

Bankruptcy Case No.: 10-00461

Chapter 11 Petition Date: May 13, 2010

Court: U.S. Bankruptcy Court
       District of Columbia (Washington, D.C.)

Judge: S. Martin Teel, Jr.

Debtor's Counsel: Daniel M. Press, Esq.
                  Chung & Press, P. C.
                  6718 Whittier Avenue, Suite 200
                  McLean, VA 22101
                  Tel: (703) 734-3800
                  Fax: (703) 734-0590
                  E-mail: dpress@chung-press.com

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

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

A copy of the Joint Debtors' list of 20 largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/dcb10-00461.pdf

The petition was signed by the Joint Debtors.


RLD INVESTMENT: Case Summary & 3 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: RLD Investment, Inc
        321 W. 11th Street, Suite 200
        Charlotte, NC 28202

Bankruptcy Case No.: 10-31344

Chapter 11 Petition Date: May 13, 2010

Court: United States Bankruptcy Court
       Western District of North Carolina (Charlotte)

Judge: George R. Hodges

Debtor's Counsel: Sandra U. Cummings, Esq.
                  The Cummings Law Firm, P.A.
                  1230 W. Morehead Street, Suite 404
                  Charlotte, NC 28208
                  Tel: (704) 376-2853
                  Fax: (704) 376-3334
                  E-mail: c_firm@bellsouth.net

Scheduled Assets: $2,300,000

Scheduled Debts: $2,543,588

A list of the Company's 3 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ncwb10-31344.pdf

The petition was signed by Ronnie Delapp, managing partner.


ROBERT LOCKWOOD: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Robert E. Lockwood II
        89 West Street
        Beverly, MA 01915

Bankruptcy Case No.: 10-15249

Chapter 11 Petition Date: May 13, 2010

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

Judge: Henry J. Boroff

Debtor's Counsel: Frank D. Kirby, Esq.
                  Law Offices of Frank D. Kirby
                  5 Pleasant Street, 5th floor
                  Worcester, MA 01609
                  Tel: (617) 388-9278
                  Fax: (508) 798-0027
                  E-mail: frank@fkirbyesq.com

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

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

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

The petition was signed by the Debtor.

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Goat Hill, LLC                        10-14021            04/14/10


ROBERT STRICKLAND: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Robert Ayers Strickland
        1109 Country Club Drive
        New Bern, NC 28560

Bankruptcy Case No.: 10-03896

Chapter 11 Petition Date: May 14, 2010

Court: United States Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: Randy D. Doub

Debtor's Counsel: David J. Haidt, Esq.
                  Ayers, Haidt & Trabucco, P.A.
                  P.O. Box 1544
                  New Bern, NC 28563
                  Tel: (252) 638-2955
                  Fax: (252) 638-3293
                  E-mail: davidhaidt@embarqmail.com

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

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

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

The petition was signed by Robert Ayers Strickland.


ROCK & REPUBLIC: Selects R. Spielberg as Chief Operating Officer
----------------------------------------------------------------
According to California Apparelnes.net, Rock & Republic named Rick
Spielberg, former president of Dylan George, as the company's new
chief operating officer.  Mr. Spielberg is expected to help bring
the company out of bankruptcy.

                      About Rock & Republic

New York-based Rock & Republic Enterprises, Inc., is a wholesale
and retail apparel company specializing in an avant-garde and
distinctive line of clothing.  Originally started in 2002 by its
Chief Executive Officer, Michael Ball, primarily as an American
jeans company, the Debtors have expanded their lines to include
high fashion clothing for men, women and children as well as
shoes, cosmetics and accessories.  The Company's merchandise can
be found at most high end retail stores such as Nordstrom, Neiman
Marcus, Bergdorf Goodman, Bloomingdales, Lord & Taylor, Harvey
Nichols and Saks Fifth Avenue, as well as in small upscale
boutiques.

The Company filed for Chapter 11 bankruptcy protection on April 1,
2010 (Bankr. S.D.N.Y. Case No. 10-11728).  Alex Spizz, Esq., and
Arthur Goldstein, Esq., at Todtman, Nachamie, Spizz & Johns, P.C.,
assist the Company in its restructuring effort.  Manderson,
Schaefer & McKinlay, LLP, is the Company's special corporate
counsel.  The Company listed $50,000,000 to $100,000,000 in assets
and $10,000,000 to $50,000,000 in liabilities.

The Company's affiliate, Triple R, Inc., filed a separate Chapter
11 petition on April 1, 2010 (Case No. 10-11729).


RUSTICK LLC: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Rustick, LLC
        19 Ness Lane
        Kane, PA 16735

Bankruptcy Case No.: 10-10902

Chapter 11 Petition Date: May 13, 2010

Court: United States Bankruptcy Court
       Western District of Pennsylvania (Erie)

Debtor's Counsel: Lawrence C. Bolla, Esq.
                  Quinn Buseck Leemhuis Toohey & Kroto Inc
                  2222 West Grandview Boulevard
                  Erie, PA 16506-4508
                  Tel: (814) 833-2222
                  E-mail: lbolla@quinnfirm.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/pawb10-10902.pdf

The petition was signed by Randall M. Hendricks, company's CFO.


SFK PULP FUND: S&P Puts 'CCC+' Corp. Credit Rating on CreditWatch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
its 'CCC+' long-term corporate credit rating, on St. Felicien,
Que.-based SFK Pulp Fund on CreditWatch with positive
implications.

"The CreditWatch placement reflects our view that, if completed,
SFK's proposed refinancing will result in improved credit measures
and liquidity because debt will be reduced significantly," said
Standard & Poor's credit analyst Jatinder Mall.

S&P said, "We estimate that, on completion of the refinancing
package, SFK's debt will be reduced by approximately C$40 million
with available liquidity of about C$60 million.  The company plans
to repay its existing C$109 million term loan with the proceeds of
a US$75 million five-year term loan and C$40 million rights issue.
Furthermore, we believe SFK's maturity profile will improve
because its existing revolving credit facility (maturing in
October 2010) will be replaced with a new C$75 million asset-based
revolving credit facility maturing in 2013.

S&P said, "In addition, we expect that SFK's operating results
will continue to improve in the next several quarters as good pulp
market conditions and higher shipment volumes result in better
profitability, cash flow generation, and credit metrics.  For the
quarter ended March 31, 2010, SFK generated C$14 million of EBITDA
and C$11 million of free operating cash flow, compared with EBITDA
of C$1.0 million and C$2.7 million of free operating cash for the
quarter ended Dec. 31, 2009, due to stronger pulp prices, higher
shipment volumes, and the benefits of ongoing cost-reduction
initiatives. "

Standard & Poor's will likely resolve the CreditWatch once SFK
completes its refinancing transactions.


SHIW ENTERPRISES: Case Summary & 6 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: SHIW Enterprises, Inc.
        367 Blue Bayou Drive
        Kissimmee, FL 34743

Bankruptcy Case No.: 10-08188

Chapter 11 Petition Date: May 13, 2010

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

Debtor's Counsel: Evelyn Pabon Figueroa, Esq.
                  201 E Pine Street, Suite 445
                  Orlando, FL 32801
                  Tel: (407) 647-7887
                  Fax: (407) 647-5396
                  E-mail: epabonfigueroa@cplspa.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of 6 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/flmb10-08188.pdf

The petition was signed by Mohani Shiwmangal, president and
secretary.


SIMPLE SOLAR: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Simple Solar Solutions, LLC
        3297 Walnut Street
        Boulder, CO 80301-2555

Bankruptcy Case No.: 10-21850

Chapter 11 Petition Date: May 13, 2010

Court: U.S. Bankruptcy Court
       District of Colorado (Denver)

Judge: Sidney B. Brooks

Debtor's Counsel: Jeffrey S. Brinen, Esq.
                  303 E. 17th Avenue, Suite 500
                  Denver, CO 80203
                  Tel: (303) 832-2400
                  E-mail: jsb@kutnerlaw.com

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

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

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

The petition was signed by Joe Callahan, managing member.


SMART PARTS: Case Summary & 19 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Smart Parts, Inc.
        100 Station Street
        Loyalhanna, PA 15661

Bankruptcy Case No.: 10-23521

Chapter 11 Petition Date: May 13, 2010

Court: United States Bankruptcy Court
       Western District of Pennsylvania (Pittsburgh)

Debtor's Counsel: Paul J. Cordaro, Esq.
                  Campbell & Levine LLC
                  1700 Grant Building
                  Pittsburgh, PA 15219
                  Tel: (412) 261-0310
                  Fax: (412) 261-5066
                  E-mail: pjc@camlev.com

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

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

A list of the Company's 19 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/pawb10-23521.pdf

The petition was signed by William M. Gardner, Jr., president.


SMURFIT-STONE: Parties File Trial Briefs on Disputed Plan
---------------------------------------------------------
Confirmation hearings on Smurfit-Stone Container Corporation and
its debtor affiliates' Chapter 11 Plan of Reorganization were held
from April 15 to May 4, 2010.

Bloomberg News says that at the close of the Confirmation
Hearings, the Court gave parties-in-interest until May 12, 2010,
to submit post-trial briefs with replies due May 18, 2010.

Since bankruptcy judges have been issuing their opinions on
disputed confirmations about a month after the last papers are
filed, Bloomberg says a ruling on approval of the Smurfit plan
may arrive in June.

                 Parties File Trial Briefs

At the Court's directive, these parties-in-interest submitted
separate trial briefs asking the Court not to confirm the Plan:

  -- Aurelius Capital Management LP and Columbus Hill Capital
     Management, L.P.;

  -- Manufacturers and Traders Trust Company;

  -- Wilmington Trust Company; and

  -- Mariner Investment Group LLC, Senator Investment Group LP,
     Fir Tree, Inc., and P.Schoenfeld Asset Management LP.

Aurelius Capital and Columbus Hill, as managers of certain funds
that are beneficial holders of certain notes issued by the
Debtors, ask the Court not to confirm the Plan.

Scott D. Cousins, Esq., at Greenberg Traurig LLP, in Wilmington,
Delaware, notes that Aurelius and Columbus have always maintained
that the Plan, despite several amendments, was not confirmable as
to Stone Container Finance Company of Canada II.

Although the Debtors belatedly accepted the fact that the Plan
could not be confirmed as to Finance II, the Plan also cannot be
confirmed as to the remaining Debtors because it fails to satisfy
the standards for confirmation under the Bankruptcy Code, Mr.
Cousins contends.  He points out that the Plan still unfairly
discriminates against Finance II due to the classification and
treatment of an intercompany claim against Smurfit-Stone
Container Canada, Inc., including the failure to establish a
reserve for the claim.

With regard to the sale of the Debtors' assets in Canada, Mr.
Cousins argues that the sale cannot be approved as part of the
Plan because it is an improper insider transaction that violates
the Bankruptcy Code.

"The 'sale' is structured effectively to permit SSCE to retain
value on account of its interests in the Debtors, even though its
creditors are not being paid in full," Mr. Cousins explains.

In addition, Mr. Cousins argues that the Plan was not proposed in
good faith as required by Section 1129(a)(3) of the Bankruptcy
Code because ever since the Petition Date, the Debtors have
intentionally failed to protect -- and consciously acted to
subvert -- the interests of Finance II and its creditors.  He
explains that despite the fact that Finance II's interests are
adverse to other Debtors, no independent counsel or other
advisors were ever consulted or retained to advocate for Finance
II, pursue its claims, or maximize the recovery for its
creditors.

Furthermore, Mr. Cousins points out that although the Debtors
have recently modified the Plan to address certain objections,
there remains an issue with respect to the artificial cap
unfairly imposed on the Prepetition Noteholder Claims, which
deprives Aurelius and Columbus of interest on the Notes by
reducing the amount of the guarantee claims as a percentage of
the total assets available to creditors in Class 2E.

Meanwhile, M&T, as indenture trustee for the 7.375% Senior Notes
due July 15, 2014 issued by Finance II argues that in order for
the Plan to be confirmed, it must be modified to provide the
Court an opportunity to determine the allowance of the
Intercompany Claim and must further provide a sufficient reserve
so that the Intercompany Claim may be paid in full to the extent
it becomes an allowed claim.

On behalf of M&T, Howard A. Cohen, Esq., at Drinker Biddle & Reath
LLP, in Wilmington, Delaware, also asserts that in order for the
Plan to be confirmed, the cap of the Prepetition Noteholder Claims
must be increased to include postpetition interest to the extent
allowable and for the inclusion of any fees and expenses related
to the Indenture.

WTC, solely in its capacity as successor indenture trustee under
four series of indentures pursuant to which notes totaling
approximately $2.1 billion were issued, asks the Court to confirm
the Plan if the Debtors adapt WTC's calculations of the total
amounts owing on account of the Notes, including postpetition
interest.

WTC asserts that not less than $2.665 billion is the amount the
Court should find is the applicable hurdle with respect to the
amounts owing on account of the Notes.  It notes that before the
Equity Holders would be entitled to distributions on account of
their interests, the distributable value of the Debtors' estates
would have to be sufficient to pay not less than $289.9 million in
postpetition interest on account of the Notes.

Mariner Investment, et al. also assert that the Plan is not
proposed in good faith because it is not "fair and equitable"
with respect to Classes 1F and 1G, as it provides for more than
payment in full to holders of Claims in Classes that are senior
to Classes 1F and 1G.

Fir Tree and P. Schoenfeld Asset Management also argue that the
Debtors' stale projection precludes confirmation.  They point out
that as a matter of law, the Court cannot confirm the Plan based
on projections that are inaccurate in fact and indisputably fail
to use "the best, most current information available."

            Debtors and Committee File Trial Briefs

In separate filings, the Debtors and the Official Committee of
Unsecured Creditors ask the Court to confirm the Plan.

On behalf of the Debtors, James F. Conlan, Esq., at Sidley Austin
LLP, in Chicago, Illinois, asserts that through the testimony and
exhibits presented at trial and by affidavit the Debtors have met
their burden of establishing the evidence that the Plan satisfies
the requirements of Section 1129 of the Bankruptcy Code.

The Court should accept as reasonable the Debtors' financial
projections, which are founded upon the good faith and informed
judgment of the Debtors' experienced management, Mr. Conlan
further asserts.  He notes that Lazard Freres & Co., the Debtors'
valuation expert, applied standard valuation methodologies in a
straightforward manner to the Debtors' Financial Projections and
concluded that the Debtors' enterprise value is not sufficient to
permit a recovery for holders of equity interests.

In contrast, the valuation experts of the equity holders who
filed confirmation objections relied upon inflated projections
and deviated from standard valuation methodologies to create
unrealistically high valuations of the Debtors, Mr. Conlan
contends.

On behalf of the Creditors' Committee, Laura Davis Jones, Esq.,
at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware,
notes that the Plan distributes the equivalent of about 95% of
the new common stock of the reorganized Debtors to unsecured
creditors in Class 2E.  She notes that each creditor receives its
pro rata share and there is no evidence that any creditor, or any
collection of creditors operating as a "group", will receive
anything close to a controlling interest in the reorganized
Debtors.

The Debtors' disclosure statement estimates a range of $2.8 to
$3.1 billion in unsecured claims to be paid in full.  The
aggregate amount of all claims plus all prepetition and
postpetition interest is the "hurdle" Equity Objectors must
surmount.

The Committee asserts that the hurdle should be calculated to
give unsecured creditors what they would receive outside of
bankruptcy, Ms. Jones says.  She adds that anything less would
cause old equity holders to receive more from the bankruptcy than
they would receive under non-bankruptcy law -- and that would not
be "fair and equitable" to unsecured creditors.

           Debtors Propose Further Amendments to Plan

The Debtors filed proposed technical modifications to the Plan on
April 13, 2010.  Attached as an exhibit to the Notice of Technical
Plan Modifications was a redline reflecting certain proposed
technical modifications to the Plan.

Subsequently, the Debtors submitted a redline reflecting further
proposed technical modifications to the Plan, which is marked
against the Initial Technical Plan Modifications.

The Modifications include, among others:

  * the addition of (i) Stone FinCo II Indenture in the
    definition of terms which means the indenture for the 7.375%
    Notes Due 2014, as well as (ii) the treatment of the Stone
    FinCo II Contribution Claim which will be allowed for voting
    purposes for $200 million and will be deemed to vote to
    reject the Plan.

  * the addition of the Stone FinCo II Contribution Claim
    in the class of General Unsecured Claims.

  * a provision which states that Released Parties will not
    include Stone FinCo II or any of its current and former
    members, partners, equityholders, officers, directors,
    employees, managers, shareholders, financial advisors,
    attorneys, accountants, investment bankers, consultants,
    agents and professionals, or other representatives, each
    acting in its capacity with respect to Stone FinCo II, and
    any Person claiming by or through any of them except to the
    extent of the releases, discharges and exculpation provided
    by Stone FinCo II to the Debtors, the Reorganized Debtors,
    Canadian Newco, and their predecessors, successors and
    Assigns, whether by operation of law or otherwise, under the
    Plan.

A copy of the redlined document is available for free at:

         http://bankrupt.com/misc/SmrftMar12RedPln.pdf

The Debtors also filed supplements to these Plan documents --
Management Incentive Plans and Employment and Retirement Benefit
Agreements.

The supplements include these clarifications:

  * a "Change in Control" will have the meaning set forth
    in the Employment Agreement; provided that if the holder of
    any award is not party to an Employment Agreement that
    contains that definition, then "Change in Control" will mean
    the occurrence of any one or more events following the
    effective date of the Plan of Reorganization including
    the "beneficial ownership" of securities representing more
    than 40% of the combined voting power of the then
    outstanding voting securities of the Company entitled to
    vote generally in the election of directors is accumulated,
    held or acquired by a Person other than the Company, any
    trustee or other fiduciary holding securities under an
    employee benefit plan of the Company, any corporation owned,
    directly or indirectly, by the Company's stockholders in
    substantially the same proportions as their ownership of
    stock of the Company; and

  * the gross amount of any annual incentive bonus payment to
    the Executive under the 2010 MIP will be reduced by $30,000
    at the time that the bonus is paid, and the reduction in
    the 2010 MIP bonus payment will not be considered, and will
    be excluded, for purposes of determining any other amounts
    to which the Executive is or may be entitled under any other
    provision of the agreement or otherwise.

Copies of the Supplemented Documents are available for free at:

         http://bankrupt.com/misc/SmrftMgtIncPlns.pdf
         http://bankrupt.com/misc/SmrftEmpRetBenfts.pdf

                      About Smurfit-Stone

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs roughly 21,250
employees, 17,400 of which are based in the United States.  For
the quarterly period ended September 30, 2008, the Company
reported roughly US$7.450 billion in total assets and
US$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October 2008.  Quebecor World Inc., a magazine printer and Pope
& Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCoopers
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

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


SMURFIT-STONE: CCAA Court Approves Plan of Reorganization
---------------------------------------------------------
The Honorable Justice J. Pepall at the Superior Court of Justice
(Commercial List) for the Province of Ontario, in Canada, approved
on May 13, 2010:

     -- the joint plan of reorganization for Smurfit-Stone
        Container Corporation and its debtor subsidiaries; and

     -- the plan of compromise and arrangement for Smurfit Canada
        and affiliated Canadian Debtors.

Madam Justice Pepall notes that only one class did not approve
the Plan.  The one class was comprised of holders of unsecured
7.375% notes aggregating $200 million due in 2014 that were
issued by Stone Container Finance Company of Canada II.

"Approval by that one class is not required to give effect to the
Plan as under the terms of the Plan, members of that class are
deemed to be Unaffected Creditors holding Excluded Claims,"
Madame Justice Pepall says.

In addition, approval of the Plan was supported by Deloitte &
Touche, Inc., the CCAA monitor; the Official Committee of
Unsecured Creditors, certain independently represented retiree,
the Independent Paperworkers' Union, the United Steelworkers, and
Canada Revenue Agency.

Deloitte & Touche recommended approval of the Plan because if the
Plan was not approved, there was a risk that a competing bid may
not emerge in a sales process due to the integrated nature of the
operations of the Canadian Debtors.

If no superior competing bid were received in a sales process, no
funds would be available for distribution to affected unsecured
creditors of either Smurfit-Stone Container Canada, Inc. or
Smurfit-MBI, Madam Justice Pepall explains.  She adds that the
intercompany claims of Smurfit-Stone Container Enterprises and
SLP Finance General Partnership against Smurfit Canada totaling
$421.9 million and Smurfit-MBI for $12.8 million, would share
"pari passu" with general unsecured claims against each of those
entities, thereby significantly reducing the distribution
available to arm's-length holders of general unsecured claims in
a sales process.

The Monitor also estimated the liquidation values of Smurfit
Canada and Smurfit-MBI, and concluded that the realizations from
the sales of those entities would be insufficient to repay the
prepetition Canadian revolving loans and prepetition Canadian term
loans.  For this reason, Madam Justice Pepall concludes that it
was therefore unlikely that there would be funds available for
distribution to affected unsecured creditors of either Smurfit
Canada or Smurfit-MBI in a liquidation scenario.

Madam Justice Pepall's decision is a necessary first step for
Smurfit-Stone, which conditioned its Chapter 11 exit strategy on
getting both U.S. and Canadian courts to endorse a restructuring
that shakes off shareholders and uses equity to pay down debt,
notes Peg Brickley of Dow Jones Newswires.

The company is awaiting a decision from Judge Brendan Shannon of
the U.S. Bankruptcy Court for the District of Delaware, who
presided over a lengthy confirmation contest that pitted the
company against its shareholders.

A full-text copy of Madam Justice Pepall's decision is available
for free at http://tinyurl.com/26yc9mk

                      About Smurfit-Stone

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs roughly 21,250
employees, 17,400 of which are based in the United States.  For
the quarterly period ended September 30, 2008, the Company
reported roughly US$7.450 billion in total assets and
US$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October 2008.  Quebecor World Inc., a magazine printer and Pope
& Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCoopers
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

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


SMURFIT-STONE: Plan to Be Effective by July 15, Monitor Says
------------------------------------------------------------
Deloitte & Touche, Inc., the monitor in the proceedings under the
Companies' Creditors Arrangement Act commenced by Smurfit-Stone
Container Canada, Inc., et al., delivered its 16th monitor report
to the Superior Court of Justice (Commercial List) for the
Province of Ontario, in Canada.

The Monitor informs the Court that the purpose of the 16th Report
is to provide the Monitor's recommendation in respect of the CCAA
Entities' request seeking an order sanctioning the Joint Plan of
Reorganization for Smurfit-Stone Container Corporation and its
debtor subsidiaries and Plan of Compromise and Arrangement for
Smurfit-Stone Container Canada, Inc. and affiliated Canadian
Debtors and provide the Court with an update of these matters:

  -- ongoing operations of the CCAA Entities;
  -- the Chapter 11 Proceedings;
  -- critical suppliers and pre-CCAA expenses;
  -- pension and other employee matters;
  -- cash flow forecast and results relative to forecast;
  -- revised cash flow forecast;
  -- restructuring efforts to date;
  -- other matters;
  -- the Sanction Order; and
  -- the Monitor's recommendations.

The Monitor relates that the Debtors' financial advisors have
provided a cash flow forecast for the 14-week period from April
10, 2010 to July 16, 2010.  The Monitor notes that the CCAA
Entities continue to enjoy a good liquidity position, and cash on
hand as of April 9, 2010, is $32,700,000.

"The CCAA Entities are projecting surplus liquidity to fund
future operations during the April Revised Cash Flow Forecast
Period," the Monitor says.

It is anticipated that if the Plan is sanctioned by the Court and
the U.S. Court confirms the Plan, the effective date will occur
on or prior to July 15, 2010, so that the CCAA Entities will have
no active business operations by the end of the April Revised
Cash Flow Forecast period as substantially all of the assets of
the CCAA Entities will have been transferred to Canadian Newco.

In the event that it appears the CCAA Entities will still be
subject to the CCAA Proceedings and have ongoing material
business operations after July 16, 2010, the CCAA Entities have
indicated to the Monitor that they will prepare and file further
cash flow forecasts in conjunction with the Monitor.

The Monitor further relates that the CCAA Entities are operating
in a manner consistent with their business plan and financial
projections and the Monitor is not aware of any material
unforecasted changes to its operations in Canada or the U.S.
since the commencement of the Proceedings.

An extension of the stay is required to permit the CCAA Entities
to implement the Plan upon the conditions to the effectiveness of
the Plan being satisfied and to allow the CCAA Entities'
operations to emerge from the CCAA Proceedings, the Monitor
contends.

The Monitor says that it is his view that the CCAA Entities have
acted, and continue to act, in good faith and with due diligence.

Accordingly, the Monitor asks the Court to approve the extension
of the stay period.

A full-text copy of the Monitor's 16th Report is available for
free at http://bankrupt.com/misc/SSC16thMonRep.pdf

                      About Smurfit-Stone

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs roughly 21,250
employees, 17,400 of which are based in the United States.  For
the quarterly period ended September 30, 2008, the Company
reported roughly US$7.450 billion in total assets and
US$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October 2008.  Quebecor World Inc., a magazine printer and Pope
& Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCoopers
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

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


SMURFIT-STONE: Time to Remove Civil Actions Extended to Aug. 19
---------------------------------------------------------------
The U.S. Bankruptcy Court has further extended the period within
which Smurfit-Stone Container Corp. and its units may file notices
of removal of claims and causes of action pursuant to Section 1452
of the Bankruptcy Code and Rule 9027 of the Federal Rules of
Bankruptcy Procedure, by 120 days, or through and including
August 19, 2010.

The Court made the ruling after the Debtors certified that no
objections were filed as of May 6, 2010.

                      About Smurfit-Stone

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs roughly 21,250
employees, 17,400 of which are based in the United States.  For
the quarterly period ended September 30, 2008, the Company
reported roughly US$7.450 billion in total assets and
US$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October 2008.  Quebecor World Inc., a magazine printer and Pope
& Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCoopers
LLC, serves as the Debtors' financial and investment consultants.

Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

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


SOOKYUNG CHANG: Case Summary & 3 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Sookyung Chang
        9983 Sunland Boulevard
        Sunland, CA 91040

Bankruptcy Case No.: 10-29342

Chapter 11 Petition Date: May 14, 2010

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

Judge: Ernest M. Robles

Debtor's Counsel: John Eom, Esq.
                  Law Office of John Eom
                  3700 Wilshire Boulevard, #745
                  Los Angeles, CA 900010
                  Tel: (213) 387-1300
                  Fax: (213) 387-2300

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

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

A copy of the Debtor's list of 3 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb10-29342.pdf

The petition was signed by the Debtor.

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Sook Yung Chang                       09-23981            06/04/09


SOUTH FINANCIAL: Fitch Puts Long-Term IDR at CC on Positive Watch
-----------------------------------------------------------------
Fitch Ratings has placed some ratings for The South Financial
Group, Inc. (TSFG) and its principal banking subsidiary, Carolina
First Bank, including the long-term Issuer Default Rating (IDR) at
'CC' on Rating Watch Positive following the announcement of a
definitive agreement to be acquired by Toronto-Dominion Bank (TD).

TD is acquiring TSFG in a non-FDIC assisted transaction.  The
total transaction value is approximately $192 million, including
$61 million in cash or TD shares for TSFG shareholders and $130.6
million in cash to the U.S. Treasury for its preferred and
warrants issued under the Capital Purchase Program (CPP).  This
represents a significant discount on the face value of the $347
million preferred stock, unpaid dividends and warrants.  TSFG
disclosed in its most recent 10Q filing that it had entered into a
regulatory agreement and was preparing a capital plan which was
required in 60 days.  Following the close of the acquisition,
Fitch would expect to equalize most ratings with those of TD's
U.S. banking subsidiaries (long-term IDR 'AA-').  Fitch views this
transaction as consistent with TD's expressed U.S. acquisition
strategy although, in isolation, it is not considered material to
TD's ratings.

Separately, Fitch has downgraded the Individual Rating of TSFG and
Carolina First Bank to 'F' from 'E' indicating Fitch's opinion
that TSFG would have defaulted if it had not received some form of
external support namely the acquisition by TD and the U.S.
Treasury's willingness to forgo a portion of the CPP preferred
stock to facilitate the acquisition.  Fitch expects to withdraw
the Preferred Stock ratings at close.  These ratings apply to the
remaining mandatorily convertible preferred shares (approximately
$5 million) which are expected to be converted to common shares
prior to close and the TARP funds which will be partially re-paid
at close.

Fitch has placed the following ratings on Rating Watch Positive:

South Financial Group, Inc. (The)

--Long-term IDR 'CC';
--Short-term IDR 'C'.

Carolina First Bank

--Long-term IDR 'CC';
--Long-term deposits 'CCC/RR3';
--Short-term IDR 'C';
--Short-term deposits 'C';

Fitch has downgraded the following ratings:

South Financial Group, Inc. (The)
--Individual to 'F' from 'E'.

Carolina First Bank

--Individual to 'F' from 'E'.

Fitch has taken no action on the following ratings:

South Financial Group, Inc. (The)

--Support '5';
--Support floor 'NF'.
--Preferred stock 'C/RR6'.

Carolina First Bank

--Support '5';
--Support floor 'NF'.

The South Financial Group, Inc. is a $12.4 billion bank holding
company headquartered in Greenville, SC that operates a branch
network of 176 offices.  It operates as Carolina First Bank in
North Carolina and South Carolina and under the Mercantile Bank
name in Florida.


SOUTHERN REGIONAL: Moody's Cuts Bond Rating to Ba1; Outlook Neg.
----------------------------------------------------------------
Moody's Investors Service has downgraded Southern Regional Health
System's (SRHS) bond rating to Ba1 from Baa3. The outlook remains
negative at the lower rating level. The downgrade and negative
outlook reflect SRHS' continued material operating struggles
through nine months fiscal year (FY) 2010 (0.5% operating cash
flow margin) and continued decline in liquidity (40 days cash on
hand at March 31, 2010). The action affects approximately $10.4
million of Series 1998A fixed rate revenue bonds. This analysis
factors the performance of the entire combined SRHS system, not
just the Southern Regional Medical Center.

LEGAL SECURITY: The Series 1998A certificates are secured by a
joint and several security interest in the gross revenues of the
members of the obligated group, which is comprised of SRHS
(including Southern Regional Medical Center), Southern Regional
Real Estate, and the Southern Crescent Physician Group.

INTEREST RATE DERIVATIVES: None.

CHALLENGES

*Weak operating performance since FY 2007 continues through nine
months FY 2010 (0.5% operating cash flow margin) resulting in very
weak Moody's-adjusted debt ratios (46.2 times adjusted debt-to-
cash flow and adjusted 0.6 times peak debt service coverage)


*Material decline in most key volume indicators, such as inpatient
admissions and surgeries through FY 2009;  Moody's notes that part
of the decline in inpatient admissions was due to the system's
September 2008 sale of the behavioral health unit; Moody's notes
that same-store inpatient volumes have stabilized in interim FY
2010

*Weakened liquidity position since fiscal year end (FYE) 2007
(June 30 year end), as SRHS' cash on hand decreased to a modest 40
days at March 31, 2010 from 102 days at FYE 2007; based on
projections prepared in 2009 by SRHS' turnaround consultant (FTI
Healthcare), SRHS' liquidity is projected to decline further to 28
days at FYE 2010 before beginning to rebound in FY 2011; with
additional revenue cycle improvement, management believes that
actual days cash on hand at FYE 2010 should be better than
projected last year

*Modest demographic characteristics in Clayton County, as
evidenced by high Medicaid exposure (which accounted for
approximately 23% of gross revenues in FY 2009) and a below
average median income level

*Competition from local community hospitals, large and prominent
tertiary hospitals in Atlanta, and physicians

*Relatively high average age of plant of 16.0 years at March 31,
2010

*Underfunded defined benefit pension plan (72% pension funding
ratio at FYE 2009 relative to projected benefit obligation of $84
million); SRHS froze the plan in December 2009

STRENGTHS

*In April 2009, SRHS redeemed the Series 1998B variable rate
demand obligation (VRDO) certificates with Series 2009
certificates, which removed significant potential put risk; the
Series 2009 certificates were sold as a variable rate private
placement to SunTrust Bank; SRHS received a pledge from the
Clayton County Commissioners to provide a 7 mill guarantee on the
annual debt service of the Series 2009 certificates if SRHS is
unable to make debt service

*SRHS is the only hospital in Clayton County, GA

*Relatively low relative debt load (24% debt-to-total operating
revenue in FY 2009)

RECENT DEVELOPMENTS/RESULTS

SRHS' operating performance has been weak since FY 2007, with
particularly thin results in FY 2009 and in interim FY 2010.
Through nine months FY 2010, SRHS reported an operating loss of
$10.3 million (-5.1% operating margin, which includes $2.4 million
of restructuring costs as an operating expenses) and operating
cash flow of $1.0 million (0.5% operating cash flow margin). These
operating margins are in-line with audited FY 2009 when SRHS
recorded an operating loss of $12.1 million (-4.5% margin) and
operating cash flow of $2.7 million (1.0% margin). Since FY 2007,
SRHS' adjusted operating cash flow margin has not exceeded 1.0%.
The continued weak operating performance in FY 2010 has been due
to a number of factors, largely relating to modest operating
revenue growth of only 1.6% in nine months FY 2010 compared to the
same period FY 2009, including: (a) a 1.7% decrease in inpatient
admissions in interim FY 2010, although Moody's notes that
observation stays increased 7.8% through nine months FY 2010
(translating to a modest 0.1% decline in total admissions in
interim FY 2010); (b) a continued decline in total surgeries of
5.2% in interim FY 2010 (after decreasing a total of 18% between
FY 2006 and FY 2009); and (c) a shift from managed care (from 31%
of gross revenue in FY 2009 to approximately 28% in interim FY
2010) to Medicaid and self-pay due to the challenging economy.
Moody's notes that the pace of decline in total admissions
(factoring observation stays) has stabilized in FY 2010, after
decreasing 6.6% in FY 2009 and 7.2% in FY 2008. As a result, and
due to market-wide volume declines, SRHS' market share increased
to 27.8% in calendar year 2009 from 26.8% in 2008. Additionally,
management has focused on rebuilding SRHS' OB business, as newborn
deliveries declined 32% between FY 2006 and FY 2009. To this end,
normal newborn admissions increased 7.0% through nine months FY
2010 compared to the same period FY 2009.

FTI Healthcare presented a turnaround plan in January 2009, which
subsequently was approved by the SRHS board. The plan includes a
continuation of initiatives FTI Healthcare identified in 2007,
such as productivity and revenue cycle improvements. Additional
proposals identified in January 2009 include strategies to: (a)
rebuild volumes after recent losses, with a focus on improving
physician relations and targeted at service lines with margin
opportunities including OB services, neurosciences, interventional
cardiology and surgical oncology; (b) improve throughput; (c)
improve contract terms with managed care providers and physicians;
and (d) streamline the organizational structure and increase
financial oversight by the board. Additionally, FTI Healthcare
helped the SRHS board recruit a new fulltime CEO, who started in
late April 2010. Due to continued challenges in interim FY 2010,
management identified further improvement efforts, including: (a)
a small layoff of approximately 10 full-time equivalents; (b)
approximately $3 million of additional accounts receivable
improvements; and (c) approximately $5 million of expense savings
associated with the consolidation/closure of certain non-core
service lines (e.g., SRHS closed two sleep lab sites). Finally,
starting in FY 2011, SRHS no longer will incur restructuring costs
(which totaled $5.5 million full year FY 2009 and $2.4 million
through nine months FY 2010). Based on these initiatives,
management projects SRHS' absolute operating cash flow will
increase $8 million in FY 2011 and improve thereafter.

Due to challenged cash flow, SRHS' Moody's-adjusted debt ratios
are very weak. Based on nine month FY 2010 results annualized,
adjusted debt-to-cash flow measured a very high 46.2 times (Ba
median is 5.0 times) and adjusted maximum annual debt service
(MADS) coverage measured a low 0.6 times (Ba median is 2.1 times).
Management expects that SRHS will not meet its minimum debt
service coverage covenant of 1.15 times for full year FY 2010, for
which SRHS has requested a waiver.

Favorably, in April 2009, SRHS redeemed the Series 1998B VRDO
certificates with $40.2 million of Series 2009 certificates. The
refunding of the Series 1998B VRDOs eliminated the system's
puttable debt, which was of particular concern because SRHS
violated the days cash on hand and debt service coverage covenants
in the LOC reimbursement agreement with SunTrust Bank. The Series
2009 certificates were sold as privately placed certificates
purchased by SunTrust Bank. The Series 2009 certificates carry a
variable interest rate based on quarterly LIBOR plus 200 basis
points (bps). The interest rate may increase if SRHS' days cash on
hand falls below certain thresholds (the cash on hand covenant is
measured at June 30 and December 31): plus 450 bps if cash on hand
is less than 40.0 days, plus 650 bps if cash on hand is less than
32.5 days, and plus 850 bps if cash on hand is less than 25.0
days. SRHS may include cash in the debt service reserve fund in
calculating the cash on hand covenant. Other financial covenants
in the certificate purchase agreement include a minimum debt
service coverage covenant (1.15 times, tested quarterly) and a
maximum debt-to-capitalization covenant (50%, measured quarterly).

SRHS received a pledge from the Clayton County Commissioners to
provide a guarantee on the annual debt service of the Series 2009
certificates (not to exceed $7.6 million in any one calendar
year), which Moody's views as a key credit positive.

SRHS liquidity ratios have declined significantly since FYE 2007.
At March 31, 2010, unrestricted cash and investments decreased to
$30.0 million from $41.5 million at FYE 2009 and $55.3 million at
FYE 2008. The cash decline is due to the system's modest operating
results and, as part of the Clayton County agreement to provide a
guaranty on the Series 2009 certificates, SRHS created a debt
service reserve fund. As a result of the liquidity decline, cash
on hand declined to a modest 40 days at March 31, 2010 from 57
days at FYE 2009, 78 days at FYE 2008, and 102 days at FYE 2007
(Ba median is 63 days). Likewise, cash-to-debt decreased to a thin
49% at March 31, 2010 from a more adequate 65% at FYE 2009 and 94%
at FYE 2008 (Ba median is 63%). Approximately 64% of SRHS'
unrestricted cash and investments were invested in cash and fixed
income securities and approximately 36% in equities as of March
31, 2010. All of SRHS' cash and investments can be liquidated
within one month.

Based on FTI Healthcare's proposed turnaround plan prepared in
January 2009, SRHS' liquidity is projected to decline further, to
$21.0 million at FYE 2010 before rebounding in FY 2011. Based on
these projections, SRHS' cash on hand will decrease to a modest 28
days at FYE 2010. The projected liquidity decline is due in part
to FTI Healthcare recommendation that SRHS continue to spend on
capital in line with depreciation expense (although Moody's notes
that through nine months FY 2010 SRHS spent $5.1 million on
capital compared to $9.4 million depreciation expense). Based on
the additional improvement initiatives identified, management
believes that SRHS' liquidity position at FYE 2010 should be
better than what had been projected in early 2009.

Outlook
The negative outlook reflects SRHS' continued material operating
struggles through nine months FY 2010 and continued decline in
liquidity.

What could change the rating -- UP

Material and sustained improvement in operating performance
leading to stronger debt ratios; stabilized and improved volume
trends; material liquidity strengthening

What could change the rating -- DOWN

Continued weak operating performance; continued deterioration in
liquidity ratios; additional new borrowing without commensurate
increase in cash flow

KEY INDICATORS

Assumptions & Adjustments:

-Based on Southern Regional Health System, Inc. and Affiliates
combined financial statements

-First number reflects audited FY 2009 for the year ended June 30,
2009

-Second number reflects unaudited nine months FY 2010 annualized

-Restructuring costs included as operating expense

-Bad debt expense classified as an operating expense

-Investment returns smoothed at 6%

*Inpatient admissions: 16,597; 15,873

*Total operating revenues: $266 million; $270 million

*Moody's-adjusted net revenues available for debt service: $5.5
million; $3.9 million

*Total debt outstanding: $64.3 million; $61.5 million

*Maximum annual debt service (MADS): $6.7 million; $6.7 million

*MADS Coverage with reported investment income: 0.10 times; 0.51
times

*Moody's-adjusted MADS Coverage with normalized investment income:
0.82 times; 0.57 times

*Debt-to-cash flow: 19.9 times; 46.2 times

*Days cash on hand: 56.9 days; 40.4 days

*Cash-to-debt: 64.5%; 48.8%

*Operating margin: -4.5%; -5.1%

*Operating cash flow margin: 1.0%; 0.5%

RATED DEBT

Issued by the Clayton County Hospital Authority:

-Series 1998A Fixed Rate Hospital Revenue Bonds ($10.4 million
outstanding), insured by MBIA, Ba1 underlying rating


SOUTHERN TURBINES: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Southern Turbines LLC
        4 Attaway Drive
        Cartersville, GA 30120

Bankruptcy Case No.: 10-23291

Chapter 11 Petition Date: May 14, 2010

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

Judge: John K. Olson

Debtor's Counsel: Andrew H. Rappeport, Esq.
                  12357 W Dixie Highway
                  North Miami, FL 33161
                  Tel: (786) 487-5292

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

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

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

The petition was signed by Mark Daniels for Hampshire Leasing and
Financial Services Inc, managing member of Southern Turbines LLC.


SOUTHGROUP PROPERTIES: Case Summary & 12 Largest Unsec Creditors
----------------------------------------------------------------
Debtor: Southgroup Properties, LLC
        120 Greenwich Road
        Charlotte, NC 28211

Bankruptcy Case No.: 10-31362

Chapter 11 Petition Date: May 14, 2010

Court: United States Bankruptcy Court
       Western District of North Carolina (Charlotte)

Judge: J. Craig Whitley

Debtor's Counsel: James H. Henderson, Esq.
                  1201 Harding Place
                  Charlotte, NC 28204-2248
                  Tel: (704) 333-3444
                  Fax: (704) 333-5003
                  E-mail: henderson@title11.com

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

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

A list of the Company's 12 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ncwb10-31362.pdf

The petition was signed by Arthur D. Secor, managing member.


SPANSION INC: Registers 6,580,240 Class A Shares with SEC
---------------------------------------------------------
Spansion Inc. registered with the U.S. Securities and Exchange
Commission, on May 10, 2010, 6,580,240 Class A Common Stock at a
proposed maximum offering price per share of $10.51.

In a separate 8-A12G/A filing with SEC, Spansion relates that
pursuant to an amended and restated certificate of incorporation,
it is authorized to issue 200,000,001 shares, consisting of:(i)
150,000,000 shares of Class A Common Stock; (ii) one share of
Class B Common Stock; and (iii) 50,000,000 shares of Preferred
Stock.

                      About Spansion Inc.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc. and its affiliates filed voluntary petitions for
Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead Case No.
09-10690).  On February 9, 2009, Spansion's Japanese subsidiary,
Spansion Japan Ltd., voluntarily entered into a proceeding under
the Corporate Reorganization Law (Kaisha Kosei Ho) of Japan to
obtain protection from its creditors as part of the company's
restructuring efforts. None of Spansion's subsidiaries in
countries other than the United States and Japan are included in
the U.S. or Japan filings.  Michael S. Lurey, Esq., Gregory O.
Lunt, Esq., and Kimberly A. Posin, Esq., at Latham & Watkins LLP,
have been tapped as bankruptcy counsel.  Michael R. Lastowski,
Esq., at Duane Morris LLP, is the Delaware counsel.  Epiq
Bankruptcy Solutions LLC, is the claims agent.  As of Sept. 30,
2008, Spansion had total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.

Judge Kevin J. Carey confirmed Spansion's Plan of Reorganization
on April 16, 2010.  A group of holders of Convertible notes and
equity in Spansion presented an alternative plan, which would pay
senior noteholders in full and has funding commitment of in excess
of $425 million, but the plan was rejected.


STANDARD PACIFIC: Reports $2,069,000 Net Loss for March 31 Qtr
--------------------------------------------------------------
Standard Pacific Corp. said net loss available to common
stockholders was $2,069,000 for the three months ended March 31,
2010, from a net loss available to common stockholders of
$19,078,000 for the same period in 2009.  Total revenues were
$175,369,000 for the 2010 first quarter from $209,535,000 for the
2009 first quarter.

At March 31, 2010, the Company had total assets of $1,794,735,000
against total liabilities of $1,360,167.

A full-text copy of the Company's Form 10-Q report is available at
no charge at http://ResearchArchives.com/t/s?6299

                      About Standard Pacific

Based in Irvine, California, Standard Pacific Corp. (NYSE: SPF) --
http://www.standardpacifichomes.com/-- one of the nation's
largest homebuilders, has built more than 108,000 homes during its
43-year history.  The Company constructs homes within a wide range
of price and size targeting a broad range of homebuyers.  Standard
Pacific operates in many of the largest housing markets in the
country with operations in major metropolitan areas in California,
Florida, Arizona, the Carolinas, Texas, Colorado and Nevada.  The
Company provides mortgage financing and title services to its
homebuyers through its subsidiaries and joint ventures, Standard
Pacific Mortgage, Inc. and SPH Title.

                           *     *     *

Standard Pacific Corp. continues to carry S&P's B/Stable/--
Corporate credit rating.  In April 2010, Moody's Investors Service
raised the ratings of Standard Pacific, including its corporate
family, probability of default, and senior note rating to B3 from
Caa1, its senior subordinated debt rating to Caa2 from Caa3, and
its speculative grade liquidity rating to SGL-2 from SGL-3.  The
outlook is stable.

This concludes the Troubled Company Reporter's coverage of
Standard Pacific until facts and circumstances, if any, emerge
that demonstrate financial or operational strain or difficulty at
a level sufficient to warrant renewed coverage.


STANDARD PACIFIC: Stockholders Reject Carbon Emissions Goals
------------------------------------------------------------
Standard Pacific Corp. on May 12, 2010, held its Annual Meeting of
Stockholders at 10:30 a.m. local time at the Company's
headquarters located at 26 Technology Drive, Irvine, California.

The Company's stockholders rejected a stockholder proposal
concerning the adoption of quantitative greenhouse gas emissions
goals.

The Company's stockholders elected eight individuals to the Board
of Directors:

     -- Kenneth L. Campbell
     -- Bruce A. Choate
     -- James L. Doti
     -- Ronald R. Foell
     -- Douglas C. Jacobs
     -- David J. Matlin
     -- F. Patt Schiewitz
     -- Peter Schoels

The Company's stockholders approved the June 2009 stock option
award to Kenneth L. Campbell, its Chief Executive Officer and
President.

The Company's stockholders ratified the appointment of Ernst &
Young LLP as the Company's independent registered accounting firm
for the 2010 fiscal year.

                      About Standard Pacific

Based in Irvine, California, Standard Pacific Corp. (NYSE: SPF) --
http://www.standardpacifichomes.com/-- one of the nation's
largest homebuilders, has built more than 108,000 homes during its
43-year history.  The Company constructs homes within a wide range
of price and size targeting a broad range of homebuyers.  Standard
Pacific operates in many of the largest housing markets in the
country with operations in major metropolitan areas in California,
Florida, Arizona, the Carolinas, Texas, Colorado and Nevada.  The
Company provides mortgage financing and title services to its
homebuyers through its subsidiaries and joint ventures, Standard
Pacific Mortgage, Inc. and SPH Title.

                           *     *     *

Standard Pacific Corp. continues to carry S&P's B/Stable/--
Corporate credit rating.  In April 2010, Moody's Investors Service
raised the ratings of Standard Pacific, including its corporate
family, probability of default, and senior note rating to B3 from
Caa1, its senior subordinated debt rating to Caa2 from Caa3, and
its speculative grade liquidity rating to SGL-2 from SGL-3.  The
outlook is stable.

This concludes the Troubled Company Reporter's coverage of
Standard Pacific until facts and circumstances, if any, emerge
that demonstrate financial or operational strain or difficulty at
a level sufficient to warrant renewed coverage.


STEPHANIE OTT: Case Summary & 16 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Stephanie Ott
        dba Mimosa Inn
        P.O. Box 279
        Lynn, NC 28750

Bankruptcy Case No.: 10-40410

Chapter 11 Petition Date: May 14, 2010

Court: United States Bankruptcy Court
       Western District of North Carolina (Shelby)

Judge: George R. Hodges

Debtor's Counsel: R. Kelly Calloway, Jr., Esq.
                  Calloway & Associates Law Firm
                  318 N. Main Street, Ste. 9
                  Hendersonville, NC 28792
                  Tel: (828) 696-8660
                  Fax: (828) 696-8683
                  E-mail: rkelly@callowaylawfirm.com

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

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

A list of the Company's 16 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ncwb10-40410.pdf

The petition was signed by Stephanie Ott.


STIR MOON: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: Stir Moon Dadeland, Inc.
        9060 SW 72 Place
        Miami, FL 33156

Bankruptcy Case No.: 10-23334

Chapter 11 Petition Date: May 14, 2010

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

Judge: A. Jay Cristol

Debtor's Counsel: David Marshall Brown, Esq.
                  330 N Andrews Avenue # 450
                  Fort Lauderdale, FL 33301
                  Tel: (954) 765-3166
                  Fax: (954) 765-3382
                  E-mail: david@brownvanhorn.com

Estimated Assets: $0 to $50,000

Estimated Debts: $0 to $50,000

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

The petition was signed by Somkid Punma, director.


STORY BUILDING: Case Summary & 7 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Story Building LLC
        1 Charlotte
        Irvine, CA 92603

Bankruptcy Case No.: 10-16614

Chapter 11 Petition Date: May 17, 2010

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

Judge: Erithe A. Smith

Debtor's Counsel: Sandford Frey, Esq.
                  633 W Fifth Street, 51st Floor
                  Los Angeles, CA 90071
                  Tel: (213) 614-1944
                  E-mail: Sfrey@cmkllp.com

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

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

The petition was signed by Abraham H. Mosaddegh, manager.

Debtor's List of 7 Largest Unsecured Creditors:

        Entity                      Nature of Claim   Claim Amount
        ------                      ---------------   ------------
Falcon Investment & Trades          Loan - Company      $3,400,000
3 Sevenoaks                         owned by Manager
Irvine, CA 92603                    of Debtor

Liftech Elevator Services Inc       Elevator Service      $293,870
3286 E Willow Street
Signal Hill, CA 90755

Assessment Appeal Services LLC      Tax Appeal Service    $134,403
11110 N. Tatum Boulevard Suite 101
Phoenix, AZ 85028

Mega Commercial Construction Inc.   Capital/Tenant         $88,290
                                    Improvement

Blackhawk Security Services Inc.    Building Security      $72,011
                                    Service

US Volt                             Electric Service       $64,027

Cal Star Security Inc.              Building Security      $47,816
                                    Service


STERLING ESTATES: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Sterling Estates (Delaware), LLC,
        a Delaware Limited Liability Company
          dba Sterling Estates Manufactured Home Community
        875 N. Michigan Avenue, Suite 3800
        Chicago, IL 60611

Bankruptcy Case No.: 10-22319

Chapter 11 Petition Date: May 17, 2010

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

Judge: Jack B. Schmetterer

Debtor's Counsel: Eugene Crane, Esq.
                  Crane Heyman Simon Welch & Clar
                  135 S Lasalle, Suite 3705
                  Chicago, IL 60603
                  Tel: (312) 641-6777
                  Fax: (312) 641-7114
                  E-mail: ecrane@craneheyman.com

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

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

The petition was signed by Richard J. Klarchek, president.

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
The Brickmangroup Ltd., LLC        --                     $203,965
PO Box 71358
Chicago, IL 60694

Wolin Kelter & Rosen, Ltd.         --                     $103,154
55 W. Monroe Street, Suite 3600
Chicago, IL 60603

Jerry Hertel Plumbing              --                      $59,450
30980 N. Bacon
McHenry, IL 60050

Waste Management Illinois          --                      $45,534

L.H. Block Electric Co., Inc.      --                      $22,242

MB Financial Bank                  --                      $18,133

Nicor Gas                          --                      $16,283

Comed                              --                       $9,199

Currier's Hydro Services, LLC      --                       $7,549

Rodea Signs & Screen Tech.         --                       $4,997

Progressive Property Solutions     --                       $4,600

Purchase Power                     --                       $3,877

Lewinthal Sklamberg & Associates   --                       $3,592

Urban Real Estates Research        --                       $3,574

Touch of Class Landscaping         --                       $2,700

Furniture Medic                    --                       $2,600

Sewer & Water Services Company     --                       $2,146

Pioneer Research Corporation       --                       $2,128

Willow Springs Ace Hardware        --                       $1,994

FJ Kerrigan Plumbing Co., Inc.     --                       $1,629


SUBIR MAITRA: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Subir Maitra
        333 East Ontario, Apartment 2004B
        Chicago, IL 60611

Bankruptcy Case No.: 10-22107

Chapter 11 Petition Date: May 14, 2010

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

Judge: Jack B. Schmetterer

Debtor's Counsel: Miriam R. Stein, Esq.
                  Arnstein & Lehr LLP
                  120 South Riverside Plaza, Suite 1200
                  Chicago, IL 60606
                  Tel: (312) 876-7119
                  Fax: (312) 876-0288
                  E-mail: mrstein@arnstein.com

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

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

A copy of the Debtor's list of 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/ilnb10-22107.pdf

The petition was signed by the Debtor.


TACO DEL MAR: Can Access Prepetition Lenders' Cash Until August 6
-----------------------------------------------------------------
The Hon. Thomas T. Glover of the U.S. Bankruptcy Court for the
Western District of Washington authorized Taco Del Mar Franchising
Corp. to use the cash collateral of Banner Bank and Regge Egger
until August 6, 2010, or on the occurrence of a termination event.

As reported in the Troubled Company Reporter on February 9, 2010,
the Debtor has a $450,000 debt outstanding to Banner Bank; and
$100,000 secured debt outstanding to Regge Egger, secured, with an
additional of $50,000 unsecured debt.

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

In exchange for using the cash collateral, the Debtor will grant
Banner Bank a monthly payment of up to $5,600, and to Regge

Egger in the amount of $2,300.  The Debtor will also grant the
secured creditors security interests and liens in and to: (a) all
proceeds from the disposition of all or any portion of the
prepetition collateral, (b) all of the Debtor's property in its
estate of the same kind, type and nature as the prepetition
collateral that is acquired after the petition date, and (c) all
proceeds of the foregoing.  If and to the extent the adequate
protection of the interests of secured creditors in the
prepetition collateral granted to TDM proves insufficient, secured
creditors will be entitled to a claim in the amount of any
insufficiency.

The postpetition security interests will be senior in rank,
priority and right of payment to all other liens on the Debtor's
property in its estate of the same kind, type and nature as the
prepetition collateral that is acquired after the Petition Date,
and all proceeds of the foregoing.

                       About Taco Del Mar

Founded in Seattle, Washington, in 1992 by brothers James and John
Schmidt, Taco Del Mar is a quick-service casual restaurant chain
inspired by southern Baja, Mexico, and coastal beach shacks known
for serving some of the tastiest burritos and tacos.  Today, Taco
Del Mar operates in more than 225 locations throughout the U.S.,
Canada and Guam.

Taco Del Mar Franchising Corp. filed for Chapter 11 bankruptcy
protection on January 22, 2010 (Bankr. W.D. Wash. Case No. 10-
10528).  Andrew J Liese, Esq., and George S. Treperinas, Esq., at
Karr Tuttle Campbell, 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.

The Company's affiliate, Conrad & Barry Investments Inc., filed a
separate Chapter 11 petition.


TAYLOR BEAN: Lloyd's Seeks to Rescind Suit Coverage
---------------------------------------------------
Bankruptcy Law360 reports that underwriters of Lloyd's of London
and London Market Insurance Cos. are seeking to rescind coverage
to Taylor Bean & Whitaker Mortgage Corp. for losses stemming from
the alleged fraud of former chairman Lee Farkas, who TBW believes
stole more than $50 million from the company before it collapsed
in 2009.

Taylor, Bean & Whitaker Mortgage Corp. is a 27-year-old company
that grew from a small Ocala-based mortgage broker to become one
of the largest mortgage bankers in the United States.  In 2009,
Taylor Bean was the country's third largest direct-endorsement
lender of FHA-insured loans of the largest wholesale mortgage
lenders and issuer of mortgage backed securities.  It also managed
a combined mortgage servicing portfolio of approximately
$80 billion.  The company employed more that 2,000 people in
offices located throughout the United States.

Taylor Bean filed for Chapter 11 on August 24 (Bankr. M.D. Fla.
Case No. 09-07047). Taylor Bean filed under Chapter 11 three weeks
after federal investigators searched its offices.  The day
following the search, the Federal Housing Administration, Ginnie
Mae and Freddie Mac prohibited the company from issuing new
mortgages and terminated servicing rights.

Taylor Bean has more than $1 billion of both assets and
liabilities, and between 1,000 and 5,000 creditors, according to
the bankruptcy petition.


TELIGENT INC: Wins Bid to Block K&L Gates From Accessing Docs
-------------------------------------------------------------
Bankruptcy Law360 reports that the unsecured claims estate
representative for Teligent Inc. has won a bid to block K&L Gates
LLP from accessing confidential settlement documents related to a
former CEO's departure, which the firm had hoped to use in
defending a related malpractice suit.

Teligent, Inc., a provider of broadband communication services
offering business customers local, long distance, high-speed
data and dedicated Internet services over its digital SmartWave
local networks in major markets throughout the United States,
filed for chapter 11 protection on May 21, 2001.  James H.M.
Sprayregen, Esq., Matthew N. Kleiman, Esq., and Lena Mandel,
Esq., at Kirkland & Ellis represented the Debtors in their
restructuring effort.  When the Company filed for protection from
its creditors, it listed $1,209,476,000 in assets and
$1,649,403,000 debts.  The Debtors' Third Amended Plan of
Reorganization was confirmed on Sept. 6, 2002.  Pursuant to the
confirmed Plan, Savage & Associates, P.C., serves as the
Unsecured Claims Estate Representative to pursue preference
litigation and other post-confirmation recovery actions.


TEXAS AUSTIN: Case Summary & 16 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Texas Austin Hotel Realty, LLC
        aka Hyatt Place/Austin/Arboretum
        625 Liberty Avenue, Suite 3110
        Pittsburgh, PA 15222

Bankruptcy Case No.: 10-43243

Chapter 11 Petition Date: May 13, 2010

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

Judge: Russell F. Nelms

Debtor's Counsel: Davor Rukavina, Esq.
                   E-mail: drukavina@munsch.com
                  Jonathan L. Howell, Esq.
                   E-mail: jhowell@munsch.com
                  Joseph J. Wielebinski, Jr.
                   E-mail: jwielebinski@munsch.com
                  Munsch, Hardt, Kopf & Harr
                  500 N. Akard Street, Ste 3800
                  Dallas, TX 75201-6659
                  Tel: (214) 855-7587
                  Fax: (214) 978-5359

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

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

A list of the Company's 16 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/txnb10-43243.pdf

The petition was signed by Fred L. Branovan, president.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Texas Grand Prairie Hotel              10-43242    05/13/10
Realty, LLC


TEXAS GRAND: Case Summary & 12 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Texas Grand Prairie Hotel Realty
        aka Hyatt Place Dallas/North Arlington/Grand Prairie
        625 Liberty Avenue, Suite 3100
        Pittsburgh, PA 15222

Bankruptcy Case No.: 10-43242

Chapter 11 Petition Date: May 13, 2010

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

Judge: D. Michael Lynn

Debtor's Counsel: Davor Rukavina, Esq.
                   E-mail: drukavina@munsch.com
                  Jonathan L. Howell, Esq.
                   E-mail: jhowell@munsch.com
                  Joseph J. Wielebinski, Jr.
                   E-mail: jwielebinski@munsch.com
                  Munsch, Hardt, Kopf & Harr
                  500 N. Akard Street, Ste 3800
                  Dallas, TX 75201-6659
                  Tel: (214) 855-7587
                  Fax: (214) 978-5359

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

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

A list of the Company's 12 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/txnb10-43242.pdf

The petition was signed by Fred L. Branovan, president.


TIMOTHY HEILMAN: Case Summary & 8 Largest Unsecured Creditors
-------------------------------------------------------------
Joint Debtors: Timothy John Heilman
               aka Tim Heilman
               Darlys Lynn Heilman
               14354 388th Avenue
               Warner, SD 57479

Bankruptcy Case No.: 10-10107

Chapter 11 Petition Date: May 14, 2010

Court: United States Bankruptcy Court
       District of South Dakota (Northern (Aberdeen))

Debtor's Counsel: Laura L. Kulm Ask, Esq.
                  Gerry & Kulm Ask, Prof LLC
                  P.O. Box 966
                  Sioux Falls, SD 57101-0966
                  Tel: (605) 336-6400
                  Fax: (605) 336-6842
                  E-mail: ask@sgsllc.com

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

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

The petition was signed by Timothy John Heilman and Darlys Lynn
Heilman.

Debtor's List of 8 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Farm Plan                 Trade Debt             $111,209

Schumacher Sales          Trade Debt             $41,070

CNH Capital               Trade Debt             $26,417

Groton Vet                Trade Debt             $10,000

South Dakota Soybean      Trade Debt             $7,122
Processors

Cabelas Club              Trade Debt             $6,122

Menards                   Trade Debt             $2,521

East Man Feeds USA        Trade Debt             $184


TLC VISION: MMA Fights Recent Reorganization Plan Confirmation
--------------------------------------------------------------
Medical Management Affiliates Inc. is fighting a bankruptcy
judge's recent confirmation of TLC Vision Corp.'s reorganization
plan, arguing a certain provision will strip it of its rights to
convert all or part of its membership units into cash because the
reorganized eye care company will no longer be publicly traded,
according to Bankruptcy Law360.

Based in Chesterfield, Mo., TLC Vision Corporation
-- http://www.tlcvision.com/-- is North America's premier eye
care services company, providing eye doctors with the tools and
technologies needed to deliver high-quality patient care.  Through
its centers' management, technology access service models,
extensive optometric relationships, direct to consumer advertising
and managed care contracting strength, TLC Vision maintains
leading positions in Refractive, Cataract and Eye Care markets.

TLC Vision Corporation and two of its wholly owned subsidiaries,
TLC Vision (USA) Corporation, and TLC Management Services, Inc.
filed petitions for Chapter 11 on Dec. 21, 2009 (Bankr. D. Del.
Case No. 09-14473).  The petition says assets and debts are
$100 million to $500 million.

The Company's lead U.S. restructuring counsel is the law firm of
Proskauer Rose LLP and Canadian restructuring counsel is the law
firm of Torys LLP.  The Company's financial advisor is Conway Del
Genio Gries & Co., LLC.  Epiq Bankruptcy Solutions is claims and
notice agent.


TOWN SPORTS: Moody's Lowers Senior Discount Notes to Caa1
---------------------------------------------------------
Moody's Investors Service lowered Town Sports International
Holdings, Inc.'s corporate family rating to B2 from B1 and the
rating on its senior discount notes to Caa1 from B3.

Concurrently, Moody's affirmed the Ba2 ratings on the senior
secured credit facility of Town Sports International, LLC , a
wholly-owned subsidiary of TSI Holdings.  The ratings outlook was
revised to stable from negative.  The ratings downgrade reflects
the company's weakened credit metrics and Moody's expectations
that financial performance will continue to be challenged over the
near-term such that metrics will remain consistent with the B2
ratings category.

The B2 CFR reflects the company's high financial leverage and
minimal interest coverage metrics, reduced revenue and
profitability in 2009 as a result of weak macro conditions, high
geographic concentration in the New York metropolitan area, and
increasingly competitive dynamics within the fitness industry.
Conversely, the rating is supported by the company's good market
position as a leading fitness club operator in the Northeast and
mid-Atlantic regions, large installed membership base,
expectations for adequate liquidity over the near-term, and
overall good long-term fundamentals for the fitness industry.

The stable ratings outlook reflects recent improvements in key
operating indicators, which should lead to more stabilized
financial and credit metrics over the medium-term.

These ratings were lowered:

Town Sports International Holdings, Inc.:

- Corporate Family Rating to B2 from B1;

- Probability of Default Rating to B2 from B1;

- $138.5 million of 11% senior discount notes due 2014 to Caa1
   (LGD5, 87%) from B3 (LGD5, 88%).

These ratings were affirmed:

Town Sports International, LLC:

- $179.5 million Senior Secured Term Loan due 2013 at Ba2 (LGD2,
   22%).Point estimate revision from Ba2 (LGD2, 23%);

- $64 million Senior Secured Revolver due 2012 at Ba2 (LGD2,
   22%).Point estimate revision from Ba2 (LGD2, 23%).

The last rating action was on March 20th, 2009 when Moody's
affirmed Town Sports International Holdings B1 corporate family
rating but revised its ratings outlook to negative from stable.

Town Sports International Holdings, Inc., through its wholly-owned
operating subsidiary Town Sports International, LLC, is one of the
leading owners and operators of fitness clubs in the Northeast and
Mid-Atlantic regions of the United States. TSI operates 161
fitness clubs under four key regional brand names; New York Sports
Clubs, Boston Sports Clubs, Washington Sports Clubs and
Philadelphia Sports Clubs as well as three clubs in Switzerland.
Revenue for the last 12 month period ended March 31, 2010 was $476
million.


TRANSOCEAN LTD: Unit Fined $2 Million for Legal Tactics
-------------------------------------------------------
Bankruptcy Law360 reports that a bankruptcy court judge has
slapped Transocean Ltd. subsidiary Global Santa Fe Corp. with
approximately $1.5 million in sanctions for the "vexatious"
litigation tactics it employed against Bass Enterprises Production
Co. in efforts to avoid liability for more than $180 million in
environmental liabilities in Louisiana.

Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware ruled Monday that GSF subsidiary Santa Fe Minerals Inc.,
which had assumed liabilities at the polluted site, according to
Law360.


TRANSPORTATION CORRIDOR: Fitch Holds San Joaquin Hills Revs at BB
-----------------------------------------------------------------
Fitch Ratings affirms the underlying 'BB' rating on the San
Joaquin Hills Transportation Corridor Agency (SJHTCA), California,
insured toll road refunding revenue bonds, series 1997A and the
'BB' rating on the uninsured portion of the series 1997A bonds.
Fitch also affirms the 'BB' rating on the $220 million senior lien
toll road revenue bonds, series 1993. The Rating Outlook is
revised to Negative from Stable. The bonds are secured by a net
pledge of toll revenue collected at the mainline and ramp toll
plazas and a portion of development impact fees assessed in the
corridor.

The Negative Outlook reflects the declines in the facility's
economic rate-making flexibility as evidenced by decreasing
revenues despite recent toll increases. The weakened economics of
the service area create uncertainty as to the facility's ability
to continue to grow revenues and provide financial flexibility in
the face of increasing debt service obligations.

The 'BB' rating reflects the strength of the SJHTCA's service
area, the project's role as a congestion reliever, an established
base of traffic and management's demonstrated willingness to raise
rates and act in the interest of bondholders. The rating also
incorporates significant cash reserves providing liquidity for
debt service payments. In addition, the rating reflects the future
financial challenges faced by the SJHTCA which are evidenced by
high leverage and a continually increasing debt service schedule
with a $16 million or 16% increase in debt service obligations in
2012, and similar increases every three-to-four years until 2033.
Recent revenue data suggests that the facility may be past its
revenue maximization point threatening its ability to generate
sufficient revenue to meet increasing debt service obligations.
Going forward the facility will be increasingly challenged to deal
with short-to medium term disruptions from economic cycles between
now and the final maturity of the debt in 2036. There is
additional near-term enhancement in the form of $120 million in
mitigation payments made by the Foothill/Eastern TCA (F/ETCA).
However, if the F/ETCA does not construct the Foothill/South by
2015 the $120 million reverts to a deeply subordinated loan that
must be repaid.

The facility primarily serves Orange County, an area hit hard by
the housing and mortgage crisis and resulting employment
reductions. Employment in Santa Ana has been declining year-over-
year since May 2007, weighed down principally by the large
concentration of mortgage related employers in the region.
Employment losses totaled 4.4% in the region for 2009 after a 2.0%
drop in 2008. Employment in the Los Angeles/Long Beach/Santa Ana
metropolitan statistical area (MSA) is at levels not seen since
1999 as the effects of the housing and mortgage crisis have
spilled over from the finance and construction sectors into other
parts of the economy. Housing price declines have been severe in
this region as well. By February, Los Angeles MSA median home
price were down 37% from a September 2006 peak. Housing prices
fell 24% in the Los Angeles MSA in 2009, versus a national average
of 17%. Housing prices are currently commensurate with levels not
seen since November 2003. However, housing prices appear to have
hit bottom in late 2009 and are now up 5.3% year over year, versus
a national average of 2.8%. New home construction is almost non-
existent in this area given the limited availability of space in
Orange County and the build-up of excess inventory, which is
negatively affecting revenue from development impact fees. These
fees are pledged revenues and are derived from new residential and
commercial development in the region. Fiscal 2009 net development
impact fees dropped to just $985,000 versus $9.2 million in fiscal
2007, an 89% decline.

Traffic on the facility was down 10.8% to 26.8 million
transactions in fiscal 2009. From July to March of fiscal 2010,
traffic is down 6.7% over the same period last year. Fiscal 2009
declines represent the largest decline in yearly traffic on
record, the first time that the facility has had two consecutive
annual declines in traffic after a 3.3% decrease in fiscal 2008.
Total fiscal 2009 transactions of 26.8 million are commensurate
with levels not seen since fiscal 2002. While traffic growth has
historically been slow with an average annual growth rate (AAGR)
of about 2.3% between fiscal years 1998-2009, it has come despite
ten toll increases and an AAGR in toll rates of 6.5%, with the
last toll increase in July 2009.

As Fitch previously stated in February 2009, the persistence of
current economic conditions could reduce the resilience of the
facility to future toll increases. This appears to be the case, as
data indicates the SJHTCA may be at or past its revenue
maximization point. After the sixth consecutive July toll increase
in 2009, fiscal 2010 revenues are down -0.5% through March.
Despite the June 2008 toll increase, fiscal 2009 revenues declined
5.5% to $86.4 million due to steep traffic declines. This
represented the first year-over year decline in revenues since the
opening of the facility. Up until 2008, annual revenues had grown
at a CAGR of 10.4% since 1998. Planned toll increases on the
SJHTCA include increases of $0.50-$1.00 by 2016 on most of the
major ramps, with the Catalina View mainline tolls growing by
$1.00-$1.25 if management feels they would be revenue positive.
These increases would represent an AAGR in toll rates of
approximately 3%-5% over the six-year period. However, the recent
revenue declines put into some question the timing and
aggressiveness of these toll increases. They may need to be
delayed to keep pace with the service area's economic recovery.
The current cash toll rate per mile on the facility of $0.37 per
mile is one of the highest for Fitch-rated toll roads in the U.S.

Debt service coverage for fiscal 2009 - including the use of $27.5
million drawn from the toll rate stabilization fund - was 1.35
times (x). Coverage in fiscal 2008 was also 1.31x including the
use of $15.4 million of mitigation funds received from F/ETCA.
Without the liquidity draw, fiscal 2009 coverage of debt service
with net revenue was 0.94x. Structured liquidity totals
approximately $265 million and consists of $31.8 million in the
Toll Rate Stabilization Fund, $6.0 million in the Mitigation
Custody Account, $211 million in the Debt Service Reserve Fund,
and $15 million in cash in the Use & Occupancy Fund as of March
31, 2010.

In Fitch's base case scenario which assumes rate increases in line
with the SJHTCA's proposed toll rate increases through 2016, and
assumes inflationary increases thereafter, traffic is assumed to
grow, but only moderately at an AAGR of 2.6% through 2033. Overall
revenue AAGR is 6.0% in this scenario, which is below pre-crisis
growth rates of 9.6% between 2000 and 2007. This scenario requires
draws on internal liquidity but maintains adequate undrawn
reserves through the life of the debt without a payment default.
Under Fitch's stress case scenario which assumes lower traffic and
revenue AAGRs of 1.4% and 4.3% between 2016 and 2033,
respectively, a payment default would occur in the2020-2025
window, with full drawdown of liquidity to meet debt service in
the interim. Neither scenario assumes the availability of loan
proceeds from the F/ETCA, as Fitch believes that the legal hurdles
to construction of the Foothill South and the high likelihood for
construction cost increases, if the project is ultimately
approved, may limit the availability of surplus cash for the
SJHTCA.

The last of the $30 million annual mitigation payments from F/ETCA
was delivered in fiscal 2009, as structured under the 2005
Mitigation Payment and Loan Agreement. If Foothill/South is not
under construction by Dec. 31, 2015, the $120 million in
mitigation payments revert to a loan. The 2005 agreement also
establishes a revolving credit facility from F/ETCA in the amount
of $1.04 billion that is available to the SJHTCA in annual
installments from F/ETCA sufficient to meet its rate covenant of
1.30x annual debt service. Principal repayment will occur to the
extent that the SJHTCA has surplus cash as defined in the 1997
indenture, making repayment deeply subordinate to outstanding debt
and is scheduled to begin in 2037 after outstanding SJHTCA debt is
retired. Accrued interest will not count towards the outstanding
principal balance, and F/ETCA retains the right to demand
prepayment to the extent surplus cash is available.

With respect to the Foothill/South project, Fitch notes that in
late 2008, the U.S. Commerce Department upheld the California
Coastal Commissions position to deny the Transportation Corridor
Agencies (TCA) a coastal consistency certification, essentially
rejecting plans to construct the proposed route of the Foothill
South for various environment reasons. The Foothill South is a
proposed 16-mile extension that would connect Rancho Santa
Margarita to Interstate 5 at Basilone Road in San Diego County
near Camp Pendelton, providing congestion relief to heavily-
trafficked area. Alternative routes remain a possibility, as does
possible court action by the TCA; however, at this point future
actions are uncertain.

The San Joaquin Hills toll road is one of two projects managed by
the Transportation Corridor Agencies (TCA) of Orange County,
California. While toll revenues are the primary source of income
on the San Joaquin Hills toll road, net development impact fees
are also pledged to the bonds. The TCA also manages the
Foothill/Eastern toll roads. Fitch rates the Foothill/Eastern
project bonds 'BBB-', Stable Outlook


TRIAD GUARANTY: Posts $27.8 Million Net Loss in Q1 Ended March 31
-----------------------------------------------------------------
Triad Guaranty, Inc. filed its quarterly report on Form 10-Q,
showing a net loss of $27.8 million on $55.5 million of revenue
for the three months ended March 31, 2010, compared with a net
loss of $55.2 million on $51.0 million of revenue for the same
period of 2009.

Ken Jones, President and CEO, said, "We saw improvement in several
key areas during the 2010 first quarter, including the amount of
risk in default, the number of loans in default and the number of
first-time defaults.  Our cure rates increased for the first time
since the first quarter of 2009, which we believe was due in part
to improved results from the GSE loan modification efforts during
the quarter.  The first quarter has traditionally yielded
improvements in cure rates and a decline in first-time defaults
due to the impact of tax refunds that typically are received
during the quarter.  At this time, however, we are unable to
determine whether the lower first notices of default and the
improved cure rates experienced during the quarter reflect typical
seasonality, or whether they mark the beginning of a recovery in
the U.S. mortgage and housing markets."

Mr. Jones continued, "As a company in run-off, our primary focus
remains the efficient and effective servicing of our insured
portfolio, particularly with respect to loss management, in order
to maximize our claims-paying ability.  While we are encouraged by
our 2010 first quarter results compared to all of 2008 and 2009,
our financial position continued to deteriorate slightly during
the first quarter as the deficit in assets increased to
$732.7 million at March 31, 2010.  To meet all of our existing
obligations, we will need to earn at least $733 million during the
remaining run-off of our existing business.  We received
$188.7 million in cash and investments during the first quarter
following the commutation of our two largest lender captives;
however, the receipt of these assets did not impact our net loss
as the losses ceded to the captives had previously been recognized
as a reinsurance recoverable in our financial statements."

The Company's balance sheet as of March 31, 2010, showed
$1.103 billion in assets and $1.836 billion of liabilities, for a
stockholders' deficit of $732.7 million.
    
As reported in the Troubled Company Reporter on March 22, 2010,
Ernst & Young LLP, in Atlanta, Ga., expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company is operating the
business in run-off under Corrective Orders with the Illinois
Department of Insurance and has reported a net loss for the year
ended December 31, 2009, and has a stockholders' deficiency in
assets at December 31, 2009.

In its Form 10-Q for the current quarter, the Company said that
the Company incurred significant operating losses beginning in
2007, and continuing through the first quarter of 2010, which has
resulted in a deficit in assets of $732.7 million at March 31,
2010.  "The ongoing operating losses and the deficit in assets are
primarily the result of the large amount of settled claims, a
large number of insured policies in default, and the related loss
reserves established.  Contributing to the defaults and claims
have been declines in U.S home prices, particularly in certain
distressed markets, tightened credit markets, rising unemployment,
and the overall effects of the economic recession in the United
States.  Additionally, the Company is unable to offset these
operating losses with revenue from new, potentially more
profitable, business as Triad is operating in run-off under the
two Corrective Orders issued by the Department and can no longer
issue commitments for new insurance."

            May Seek Relief Under U.S. Bankruptcy Laws

"Failure to comply with the provisions of the Corrective Orders
could result in the imposition of fines or penalties or subject
Triad to further legal proceedings, including receivership
proceedings for the conservation, rehabilitation or liquidation of
Triad.  Any actions like this would likely lead TGI to institute a
proceeding seeking relief from creditors under U.S. bankruptcy
laws.  The ability to successfully comply with the Corrective
Orders and maintain statutory solvency by management is unknown at
this time and is dependent upon many factors, including improved
macroeconomic conditions in the United States."

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

               http://researcharchives.com/t/s?6289

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

               http://researcharchives.com/t/s?6286

Winston-Salem, N.C.-based Triad Guaranty Inc. (OTC BB: TGIC)
-- http://www.triadguaranty.com/-- is a holding company which,
through its wholly-owned subsidiary, Triad Guaranty Insurance
Corporation, historically has provided mortgage insurance coverage
in the United States.  TGIC is pursuing a run-off of its existing
in-force book of business.


TRIBUNE CO: JPMorgan, Creditors Accuse Opponents of Unfair Tactics
------------------------------------------------------------------
JPMorgan Chase Bank NA and a group of Tribune Co.'s creditors have
shot back at another group of lenders seeking to derail the media
company's Chapter 11 plan and disclosure statement, accusing the
opposing lenders of unfair tactics, Bankruptcy Law360 reports.

Law360 relates JPMorgan and the creditors said the appointment of
an examiner in the case should be no obstacle to the hearing
currently planned for 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)


TRUSS TECHNOLOGY: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Truss Technology, Inc.
        3770 Brooklake Rd NE
        Salem, OR 97303

Bankruptcy Case No.: 10-62891

Chapter 11 Petition Date: May 14, 2010

Court: United States Bankruptcy Court
       District of Oregon

Judge: Albert E. Radcliffe

Debtor's Counsel: Keith D. Karnes, Esq.
                  P.O. Box 12829
                  Salem,OR 97309
                  Tel: (503) 362-9393
                  E-mail: kkarnes@olsendaines.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/orb10-62891.pdf

The petition was signed by Doug Enger, president.


UCI HOLDCO: Moody's Affirms Caa1 CFR & PDR; Outlook Is Stable
-------------------------------------------------------------
Moody's Investors Service affirmed the Corporate Family and
Probability of Default ratings of UCI Holdco, Inc. (Holdco) at
Caa1. Holdco is the ultimate parent of United Components, Inc.
(UCI). In a related action, Moody's also affirmed the rating of
Holdco's unguaranteed senior unsecured note at Caa3; the rating of
UCI's senior secured term loan at B1; and the rating of UCI's
senior subordinated notes at Caa2. The rating outlook was revised
to stable from negative.

Holdco's Caa1 Corporate Family and Probability of Default ratings
reflect the company's stabilizing operating performance and
improved ability to generate free cash flow. This should enable
the company to rebuild its liquidity profile even in the absence
of a committed revolving credit facility. The company's
profitability has improved over recent quarters due to the effects
of cost reduction initiatives and lower commodity costs.
Continuation of this operating performance reduces downward
pressure on the ratings over the near-term. However, Holdco's risk
profile remains consistent with the Caa rating category given the
company's high leverage and intermediate-term refinancing needs.
The company faces major increases in cash requirements for debt
service beginning in December 2011 with increased amortization
requirements under the term loan of approximately $27 million,
followed by about $72 million in March 2012 along with cash
interest payment requirements on the Holdco unguaranteed notes
beginning March 2012. Additionally, the company expects to make a
$96.5 million payment on the Holdco notes in March 2012 in order
to avoid losing certain tax benefits created by issuing the notes.
These increased cash requirements suggest a need for the company
to refinance its debt obligations over the coming 18 months, and
constrain the rating in the Caa category at this time.

UCI continues to be one of North America's largest automotive
aftermarket suppliers, and holds a relatively stable position in
supplying aftermarket parts that are critical to vehicle
performance. The company's filtration products (about 39% of 2009
revenues) are largely consumables that have relatively short and
predictable replacement cycles and are somewhat resistant to
economic downturns. The company's fuel, cooling, and engine
management products (about 61% of 2009 revenues) are non-
discretionary products that are required for proper vehicle
performance, and have more stable demand patterns which offer
important revenue visibility. As the domestic vehicle population
is expected to increase, albeit at slower rates, the average
vehicle age should continue to increase.

The stable outlook incorporates Moody's expectation that Holdco's
operating performance will continue to improve over the
intermediate term as economic conditions stabilize and consumer
spending increases. This improvement is expected to permit Holdco
to build cash at a modest rate over the intermediate-term.
However, the outlook also reflects the ongoing risks of the
company's decision to operate without a committed revolving credit
facility and the need to execute a successful refinancing plan
over the intermediate term. While receivable factoring has
supported increasing cash balances, it is an uncommitted source of
funds. For the LTM period ending March 31, 2010, the company's
Debt/EBITDA (including the Holdco notes) was approximately 6.9x
(including Moody's standard adjustments), and EBIT/Interest
approximated 1.5x.

Over the next 12 to 24 months Holdco's liquidity profile will be
subject to significant challenges. The company continues to build
cash balances to mitigate the absence of a committed long-term
revolving credit facility. As of March 31, 2010, unrestricted cash
approximated $166 million. However, large amounts of uncommitted
receivable factoring, about $132 million as of March 31, 2010, has
supported this cash build up. Moody's expects Holdco's cash
balances to benefit from stable near-term operating performance
and positive free cash flow generation during the near term, but
the company will need to successfully complete a refinancing plan
to address increasing cash requirements for debt repayment over
the intermediate term.

The following ratings were affirmed:

UCI Holdco, Inc.:

Caa1, Corporate Family Rating;

Caa1, Probability of Default Rating;

Caa3 (LGD5, 85%), unguaranteed senior unsecured notes;

United Components, Inc.

B1 (LGD1, 8%), $172 million (remaining amount) guaranteed senior
secured bank term loan due 2012;

Caa2 (LGD4, 58%), $230 million of guaranteed senior subordinated
notes maturing 2013

The last rating action for Holdco was on August 19, 2009 when the
Corporate Family Rating was confirmed at Caa1 and the outlook was
revised to negative.

The principal methodology used in rating Holdco was Moody's Global
Auto Supplier Industry Methodology, published in January 2009 and
available on http://www.moodys.comin the Rating Methodologies
sub-directory under the Research & Ratings tab. Other
methodologies and factors that may have been considered in the
process of rating this issuer can also be found in the Rating
Methodologies sub-directory on Moody's Web site.

UCI, headquartered in Evansville, Indiana, is one of the larger
and more diversified companies primarily servicing the vehicle
aftermarket. The company supplies a broad range of filtration
products, fuel products, cooling systems, and engine management
systems. While approximately 88% of revenues are automotive
related, UCI also services customers within the trucking, marine,
mining, construction, agricultural, and industrial vehicle
markets. Annual revenues in 2009 were approximately $885 million.
UCI is an indirect wholly owned subsidiary of UCI Holdco, Inc.
(Holdco), which is a portfolio company of the Carlyle Group.


UNO RESTAURANT: Plan Confirmation Hearing Scheduled for June 21
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
will consider at a hearing on June 21, 2010, at 11:00 a.m.
(prevailing Eastern Time), the confirmation of Uno Restaurant
Holdings Corp.'s first amended Plan of Reorganization. Objections,
if any, are due on June 14, 2010, at 4:00 p.m. E.T.  The plan
proponents may file and serve replies or an omnibus reply to any
objections no later than 12:00 p.m. E.T. on June 17.

The plan proponents are the Debtors and the majority noteholder
group.

The voting deadline is on June 14, 2010, at 4:00 p.m. E.T.

Under the Plan, the senior secured noteholders will receive all of
the equity of the Reorganized Debtors, subject to certain agreed-
upon dilutions, well as a cash distribution.  General unsecured
creditors will receive no distribution from the Debtors under the
Plan; however, in a settlement reached between the majority
noteholder group and the creditors' committee, the Majority
noteholder group has agreed to use its cash distribution to
purchase certain general unsecured claims, at a purchase price of
10% of the proposed amount of the Claim as determined by the
majority noteholder group in consultation with the creditors'
committee, subject to certain conditions, limitations and
adjustments.  Existing equity holders will receive no distribution
on account of their interests.

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

The Debtors are represented by:

     Weil, Gotshal & Manges LLP
     Joseph H. Smolinsky
     767 Fifth Avenue
     New York, NY 10153
     Tel: (212) 310-8000

             About Uno Restaurant Holdings Corporation

Boston, Massachusetts-based Uno Restaurant Holdings Corporation --
http://www.unos.com/-- has 179 company-owned and franchised
full-service Uno Chicago Grill restaurants located in 28 states,
the District of Columbia, Puerto Rico, South Korea, the United
Arab Emirates, Honduras, Kuwait, and Saudi Arabia.  The company
also operates a fast casual concept called Uno Due Go(R), a quick
serve concept called Uno Express, and a consumer foods division
which supplies airlines, movie theaters, hotels, airports, travel
plazas, schools and supermarkets with both frozen and refrigerated
private-label foods and branded Uno products.

The Company and 152 affiliates filed for Chapter 11 bankruptcy
protection on January 20, 2010 (Bankr. S.D.N.Y. Lead Case No.
10-10209).  The Company listed $100,000,001 to $500,000,000 in
assets and $100,000,001 to $500,000,000 in liabilities.

Weil, Gotshal & Manges LLP assist the Debtors in their
restructuring effort.  CRG Partners Group LLC is the restructuring
advisor.  Kurtzman Carson Consultants LLC serves as noticing and
claims agent.


US FIDELIS: Has Until May 31 to Use Mepco Finance Cash Collateral
-----------------------------------------------------------------
The Hon. Charles E. Rendlen, III of the U.S. Bankruptcy Court for
the Eastern District of Missouri, in a second interim order,
authorized, US Fidelis, Inc., to:

   -- obtain $2,102,000 secured postpetition financing from Mepco
      Finance Corporation until 5:00 p.m. on May 31, 2010;

   -- use cash collateral; and

   -- grant adequate protection to the lender.

A final hearing on the Debtor's cash collateral use will be held
on May 26, 2010, at 9:30 a.m., Central Time, at the U.S.
Bankruptcy Court, Thomas F. Eagleton Courthouse, 111 S. 10th
Street, 7th Floor, St. Louis, Missouri.

As reported in the Troubled Company Reporter on March 10, 2010,
as security for Debtor's obligations under the credit agreement,
the lender is granted valid, perfected and continuing, replacement
security interests in and liens on present and after-acquired
property of the Debtor.

                      About US Fidelis, Inc.

Wentzville, Missouri-based US Fidelis, Inc., is a marketer of
vehicle service contracts developed by independent and unrelated
companies.  The Company filed for Chapter 11 bankruptcy protection
on March 1, 2010 (Bankr. E.D. Mo. Case No. 10-41902).  Robert E.
Eggmann, Esq., at Lathrop & Gage, assists the Company in its
restructuring effort.  According to the schedules, the Company has
assets of $74,386,836, and total debts of $25,770,655.


VERENIUM CORP: Annual Stockholders' Meeting Set for June 14
-----------------------------------------------------------
The Annual Meeting of Stockholders of Verenium Corporation will be
held on June 14, 2010, at 10:30 a.m. local time at the offices of
Cooley LLP, 500 Boylston Street, 14th Floor, in Boston,
Massachusetts, for these purposes:

     1. To elect the three directors to hold office until the 2013
        Annual Meeting of Stockholders.

     2. To approve the Company's 2010 Equity Incentive Plan.

     3. To ratify the selection by the audit committee of the
        board of directors of Ernst & Young LLP as independent
        registered public accounting firm of the Company for its
        fiscal year ending December 31, 2010.

     4. To conduct any other business properly brought before the
        meeting.

The board of directors of the Company has fixed April 28, 2010, as
the record date for the determination of stockholders entitled to
notice of, and to vote at, the annual meeting and any adjournment
or postponement thereof.

A full-text copy of the Company's proxy statement is available at
no charge at http://ResearchArchives.com/t/s?629a

On April 22, 2010, Verenium said Gregory Powers, Executive Vice
President of R&D, would be leaving the Company to pursue another
opportunity.  Nelson Barton, Senior Vice President of R&D, assumed
leadership of the group effective May 1, 2010.

Mr. Barton joined the Company in May 2000.  Prior to Verenium, he
was a Manager of R&D at Calbiochem-Novabiochem International.  Mr.
Barton completed his postdoctoral work at the Howard Hughes
Medical Institute at the University of California San Diego and at
Harvard University.  He received his Ph.D. in Molecular and Cell
Biology in 1990.

On April 22, 2010, Verenium said it has been awarded an additional
$4.9 million from the U.S. Department of Energy to fund ongoing
activities at its demonstration-scale facility in Jennings,
Louisiana.  The cooperative agreement is an extension of the grant
previously awarded to the Company in July 2008 under a DOE program
supporting the development of demonstration-scale cellulosic
ethanol biorefinery plants.  The Company plans to use the
additional funds to support on-going cellulosic technology and
process optimization at its Jennings, LA demonstration facility.

                        Going Concern Doubt

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.

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.

                    About Verenium Corporation

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.


VERENIUM CORP: Syngenta AG Holds 0.9% of Common Stock
-----------------------------------------------------
Basel, Switzerland-based Syngenta Participations AG is the holder
of a warrant to purchase 107,768 shares of Verenium Corporation
common stock as of May 3, 2010.  Syngenta Crop Protection AG and
Syngenta Participations AG are wholly owned subsidiaries of
Syngenta AG.  As such, Syngenta AG may be deemed to be the
beneficial owner of the right to acquire 0.9% of Shares of which
Syngenta Participations AG is the record and beneficial holder.

                        Going Concern Doubt

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.

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.

                    About Verenium Corporation

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.


VISION ESTATE: Case Summary & Largest Unsecured Creditor
--------------------------------------------------------
Debtor: Vision Estate Holdings, LLC
        3303 S Lindsay Road, Suite 101
        Gilbert, AZ 85297

Bankruptcy Case No.: 10-14816

Chapter 11 Petition Date: May 13, 2010

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

Judge: Randolph J. Haines

Debtor's Counsel: Nasser U. Abujbarah, Esq.
                  The Law Offices of Nasser U. Abujbarah
                  7025 E. McDowell Road, Suite 9
                  Scottsdale, AZ 85257
                  Tel: (480) 776-6846
                  Fax: (480) 776-6847
                  E-mail: nasser@nualegal.com

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

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

According to the schedules, the Company says that assets total
$550,461 while debts total $1,040,466.

The list of unsecured creditors filed together with the Debtor's
petition contains only one entry:

        Entity                      Nature of Claim   Claim Amount
        ------                      ---------------   ------------
California Bank & Trust             3303 S Lindsay      $1,040,466
Arizona SBA                         Road, Suite 101
2399 Gateway Oaks Drive, Suite 110  Gilbert, AZ 85297
Sacramento, CA 95833

The petition was signed by Jody Dagan, member/statutory agent.


VITALSIGNS HOMECARE: Medicare Provider Number in Dispute
--------------------------------------------------------
WestLaw reports that the "case or controversy" requirement
prevented a bankruptcy court, at a time when there was as yet no
prospective purchaser for a Chapter 7 debtor's Medicare provider
number, from entering what would be a "comfort order" in favor of
the Department of Health and Human Services that the automatic
stay did not apply to prevent the debtor's provider number from
terminating automatically by operation of law when the debtor
ceased to operate.  It also prevented the court from entering an
order that the stay was in effect and prevented the provider
number from terminating, such that the trustee was able to sell
it.  In re Vitalsigns Homecare, Inc., --- B.R. ----, 2010 WL
1529294 (Bankr. D. Mass.) (Rosenthal, J.).

Vitalsigns Homecare, Inc., fka Holden Homecare Services, was a
home health care provider, and sought chapter 11 protection
(Bankr. S. Mass. Case No. 08-41101) on Apr. 9, 2008.  At the time
of the filing, the debtor estimated its assets at less than
$100,000 and its debts at more than $1 million.  The case was
converted to a chapter 7 liquidation proceeding thereafter.  On
Oct. 24, 2008, the Bankruptcy Court authorized the Chapter 7
Trustee to sell the Debtor's Medicate Provider Number to ABC
Homecare, Inc., subject to the government's right of recoupment.
See 396 B.R. 232.  That transaction didn't close.  The Chapter 7
Trustee and the Debtor's Bank Lender want to sell the asset, but
HHS says the Debtor's Medicare Provider Number terminated
automatically pursuant to 42 C.F.R. Sec. 489.52(b)(2) when the
Debtor ceased operations.


WASHINGTON MUTUAL: Has Proposed FDIC Settlement in Amended Plan
---------------------------------------------------------------
Washington Mutual, Inc., and WMI Investment Corp. delivered to the
U.S. Bankruptcy Court for the District of Delaware an Amended
Chapter 11 Plan of Reorganization and accompanying Disclosure
Statement dated May 16, 2010.

The Amended Plan and Disclosure Statement were signed by WaMu
Chief Restructuring Officer William C. Kosturos.

The Disclosure Statement contains historical information
regarding WaMu 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, including descriptions of who will
be eligible to vote on the Plan and the voting process itself.

The Amended Plan contemplates the implementation of a global
settlement agreement among WaMu, the Federal Deposit Insurance
Corporation and JPMorgan Chase Bank, N.A., and thus contains
these major provisions:

  (1) WaMu 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 JPMorgan.

  (2) It is anticipated that the reorganized WaMu will undertake
      a rights offering pursuant to which certain creditors will
      receive a right to purchase newly issued shares of
      reorganized WaMu common stock.  The Reorganized WaMu will
      retain equity interests in WMI Investment and WM Mortgage
      Reinsurance Company.

  (3) JPMorgan will assume certain liabilities related to
      benefit plans, including the pension plan sponsored by
      WaMu.

  (4) The various litigations involving WaMu, JPMorgan and the
      FDIC will be stayed or dismissed.  In addition, JPMorgan
      and the FDIC, in its capacity as receiver of Washington
      Mutual Bank and in its corporate capacity, will withdraw
      claims against WaMu's bankruptcy estate and the Parties
      will exchange mutual releases.

  (5) Preferred and common equity securities previously issued
      by WaMu will be cancelled.

The FDIC Receiver and FDIC Corporate had not agreed to all
provisions contained in the Global Settlement Agreement.
Accordingly, the FDIC's board of directors disapproved the
proposed global settlement agreement.  However, ongoing
negotiations have resulted in a revised Global Settlement
Agreement that embodies a proposed compromise and settlement of
the numerous disputes among WaMu, JPMorgan, the FDIC Receiver,
and FDIC Corporate, as well as significant creditor groups.

Among other things, the Global Settlement Agreement under the
Amended Plan:

  (i) proposes a resolution of the parties' disputes and the
      concomitant risks and incurrence of litigation-related
      expenses;

(ii) is expected to result in the repayment of cash from
      JPMorgan in excess of approximately $4 billion,
      representing nearly all of the funds in the Disputed
      Accounts, as defined under the Agreement; and

(iii) provides for a favorable allocation of the Tax Refunds,
      the ownership of which has been disputed by the Debtors,
      JPMorgan, the FDIC Receiver, and FDIC Corporate.

As the Tax Refunds become available, the Debtors' estates will
receive their share of those Tax Refunds.  The Debtors currently
estimate that their share of the total estimated Tax Refunds of
$5.4 to $5.8 billion will be approximately $2.3 to $2.6 billion.

As part of the releases and other benefits under the Agreement,
the FDIC Receiver and the FDIC Corporate will waive and release
any and all interest in and any and all rights to seize or set
off against the WaMu Accounts, as defined under the Plan, and the
Disputed Accounts.  JPMorgan will pay to WaMu the amounts
contained in the Disputed Accounts and the WMI Accounts as of the
effective date of the Global Settlement Agreement, at a net
amount representing 80% of tax amounts received by WaMu during
the period from the Petition Date up to the date of the Global
Settlement Agreement.

The Parties to the Global Settlement Agreement have agreed to
share the expected net Tax Refunds, in the approximate amount of
$5.4 to $5.8 billion, in these allocations:

  * The First Portion consists of the amount of net Tax Refunds
    that are received, and would have been receivable absent the
    Act's extension of the federal NOL carryback period, which
    will be allocated as 20% to the Debtors and the remaining
    80% to JPMorgan.  The Debtors estimate that the First
    Portion of the Tax Refunds will be approximately $2.7 to
    $3 billion, approximately $540 to $600 million of which
    would be allocated to the Debtors' estates.

  * The Second Portion will include any additional net Tax
    Refunds which will be allocated as 68.5% to WaMu and 31.5%
    to the FDIC Receiver.  The Debtors estimate that the Second
    Portion of the Tax Refunds will be approximately $2.7 to
    $2.8 billion, approximately $1.85 to $2 billion of which
    would be allocated to the Debtors' estates.

About 50% of any portion of a Tax Refund that represents interest
and 50% of any earnings on Tax Refunds held in escrow will be
released from escrow on a current basis, pursuant to the
allocation set forth under the Global Settlement Agreement.

As additional consideration for the asset sale and compromise and
settlement embodied in the Global Settlement Agreement, the
parties have agreed, among other things, that (i) JPMorgan will
pay WaMu $25 million for WaMu's 3.147 million Class B shares of
Visa Inc., (ii) JPMorgan's Allowed Unsecured Claim in the
Debtors' cases will be deemed an allowed claim against WMI and
will be classified with and treated in the same manner as other
Allowed General Unsecured Claims under the Plan, and (iii) the
FDIC Receiver will be entitled to receive distributions in an
amount up to $850 million from the Second Portion of the federal
income tax refunds attributable to the Worker Homeownership, and
Business Assistance Act of 2009.

Under the Global Settlement Agreement, the Debtors and the FDIC
Receiver agree that the Plan will provide for a distribution to
the Bank Bondholders in the amount of $150 million on account of
and in complete and full satisfaction of their claims against
WaMu.

JPMorgan has advised the Debtors that absent approval of the
Global Settlement Agreement, confirmation of the Plan, and the
occurrence of the Effective Date, it continues to object to the
jurisdiction of the Bankruptcy Court to hear and determine claims
or matters relating to the Receivership, whether in the pending
litigations or otherwise.  JPMorgan also reserves all rights to
disagree with or otherwise dispute any of the facts or
characterizations as set forth by the Debtors in the Disclosure
Statement or otherwise.

            Claims Treatment Under the Amended Plan

The Amended Plan provides for an amended classification and
treatment of claims, and presents recoveries with respect to each
Class of Claims.

The Amended Plan designates 22 classes of claims and 3
unclassified claims.  A class for Non-Subordinated Bank
Bondholder Claims has been added under the Amended Plan.
Expected recovery for the Unclassified Claims and the first 16
classes of claims is 100%.

A schedule of the classification and treatment of designated
Claims under the Amended Plan is available for free at:

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

Initial distributions of Creditor Cash, as defined in the Amended
Plan, will be subject to the "waterfall provisions" in the
Subordination Model under the Plan.  However, the contractual
subordination provisions of the Senior Subordinated Notes
Indenture, CCB-1 Guarantee Agreements, CCB-2 Guarantee
Agreements, Junior Subordinated Notes Indenture and/or PIERS
Guarantee Agreement will govern and will be enforced pursuant to
Section 510(a) of the Bankruptcy Code in case of conflict in the
priorities set forth in the Subordination Model.

Tax Treatment of Liquidating Trust and Holders of Beneficial
Interests, a holder of a Beneficial Interest in the Liquidating
Trust that is a not a U.S. person may be subject to up to 30%
withholding, depending on, among other things, the particular
type of income.  A non-U.S. holder may also be subject to other
adverse consequences in connection with the implementation of the
Plan.

Each holder of an Allowed Claim relating to WaMu's Senior Notes
or a General Unsecured Claim will be provided with the right to
elect to receive Reorganized Common Stock in lieu of some or all
of the Creditor Cash or Liquidating Trust Interests, as the case
may be, that the Holder is otherwise entitled to receive pursuant
to the Plan.  Each holder of an Allowed Senior Subordinated Notes
Claim will be provided with the right to elect, in its
discretion, to receive Reorganized Common Stock in lieu of some
or all of the Creditor Cash or Liquidating Trust Interests.

The $50 million cash payable by JPMorgan to WaMu under the Global
Settlement Agreement into an escrow account administered by WaMu
to be used in connection with satisfaction of Allowed WaMu Vendor
Claims is included in Creditor Cash, but only to the extent of
WaMu's share of cash remaining in such escrow after payment of
Allowed WaMu Vendor Claims.

                         Rights Offering

Pursuant to the Amended Plan, each holder of an Allowed PIERS
Claim will receive certain Subscription Rights.  The Subscription
Rights will entitle the Holder to purchase its Pro Rata Share of
Additional Common Stock, provided that the Holder possesses the
right to purchase Additional Common Stock for an aggregate
Subscription Purchase Price of at least 5% of the Aggregate
Offering Price, as defined in the Plan.

The Debtors retained Blackstone Advisory Partners, L.P., as their
financial advisor on May 5, 2010, with respect to the estimated
value of the Subscription Rights.  Material terms of the Rights
Offering have not yet been disclosed.

To the extent any portion of the amount paid to the Rights
Offering Agent by a Voting Nominee on behalf of a holder of
Subscription Rights on account of the Rights Offering is not used
to purchase Additional Common Stock, the Debtors or the
Reorganized Debtors will return the ratable portion to the Voting
Nominee on behalf of the applicable holder.

If the Rights Offering is cancelled or otherwise has not been
consummated, the Debtors or the Reorganized Debtors will return
any payments made pursuant to the Rights Offering to the Voting
Nominee on behalf of each applicable holder of Subscription
Rights.

The Debtors filed, as part of the Amended Plan, an analysis of
the Reorganized Debtors' enterprise valuation and value of the
Rights Offering.

                    Financial Projections

The Amended Plan incorporates (i) a Projected Statement of
Operations, and (ii) a Projected Balance Sheet and Cash Flows
from Operating Activities.  The Projections also contain the
Debtors' assumptions, including forecasts for investment
earnings, general and administrative expenses, and the amounts
and timing of capital available for distribution.

The Projections are primarily based on actuarial forecasts of
future premiums, incurred losses, and paid losses over the
projection period that were provided to the Debtors by their
professionals as of December 31, 2009.  Based on activity to
date, the Debtors continue to believe that the Projections
continue to reflect a reasonable forecast over the projection
period; hence, no modification other than updates to actual
results through March 31, 2010 have been made.

The Projections assume that the Debtors will continue to collect
premiums and pay losses through 2018 and distribute all excess
cash flow to its shareholders over that period.  By March 31,
2019, the Debtors assume that:

  -- premiums will no longer be collected;
  -- no risk exposure will exist; and
  -- all remaining assets in the Trusts, as defined in the Plan,
     will become either unrestricted and distributed to the
     equity holders less a final commutation settlement amount
     of the contingency reserves.

In related to the Rights Offering, no new business ventures or
opportunities for expansion of WaMu are included in the
Projections.  Moreover, the proceeds of any Rights Offering are
not included in the Projections.

The operating assumptions assume that the Amended Plan will be
confirmed and consummated by July 30, 2010.

                      Liquidation Analysis

As part of the Amended Plan, the Debtors submitted to the Court a
Chapter 7 Liquidation Analysis that provides a summary of the
liquidation values of the Debtors' assets, assuming a
hypothetical chapter 7 liquidation in which a trustee appointed
by the Court would liquidate the assets of the Debtors' estates.

In opposition to the WaMu Noteholders Group's motion to convert
the Debtors' Chapter 11 cases into a Chapter 7 liquidation
proceeding or to appoint a trustee to administer the Debtors'
estates, the Debtors maintain that the Conversion will likely
result in the delay of the consummation of the Global Settlement
Agreement while a Chapter 7 trustee and its professionals review
the Debtors' major assets and the terms of the agreement.  The
recoveries that the Debtors would receive from a Chapter 7
Liquidation are likely to be substantially less than the
anticipated recovery to be generated if the Debtors reorganize.

                       Legal Proceedings

The Amended Plan also details certain causes of action or
litigation in which the Debtors are involved.  The Actions are
captioned:

  * Official Committee of Equity Security Holders v. WMI, et
    al., which is an adversary proceeding in the Bankruptcy
    Court that seeks to compel WaMu to convene and hold an
    annual shareholders' meeting.

  * Washington Mutual, Inc. ERISA Litigation, No. C07-1874 and
    Washington Mutual, Inc. Securities Litigation, No. C08-387,
    which are Multi-District Litigation consolidating multiple
    ERISA, securities, and derivative actions litigated in the
    U.S. District Court for the Western District of Washington
    with the actions proceeding before Judge Marsha J. Pechman.

  * South Ferry LP No. 2 v. Killinger, et al., which arises from
    complaints of purchasers of WaMu securities from and
    including April 15, 2003 through June 28, 2004, litigated in
    the Washington District Court.

  * California Dept. of Toxic Substances Control, et al. v.
    American Honda Motor Co, Inc., et al., pending in the U.S.
    District Court for the Central District of California, under
    which the CDTSC asserted claims against WaMu related to
    liability arising from a landfill facility located in West
    Covina, California.  WMB, as successor to Home Savings Bank,
    FSB, a prior owner of the landfill facility, was named a
    defendant in the Litigation.

The Amended Plan further relates that the U.S. Senate Permanent
Subcommittee on Investigations conducted hearings and
investigative reports were presented publicly regarding the
collapse of WMB.  Inspectors general of the U.S. Treasury
Department and the FDIC also publicly issued a separate joint
report of investigation.

The Disclosure Statement will be heard for approval before Judge
Mary F. Walrath on May 19, 2010.

Full-text clean copies as well as blacklined versions of the WaMu
Amended Plan and Disclosure Statement are available for free at:

   http://bankrupt.com/misc/WaMu_AmendedPlan.pdf
   http://bankrupt.com/misc/WaMu_BlacklinedAmendedPlan.pdf
   http://bankrupt.com/misc/WaMu_AmendedDS.pdf
   http://bankrupt.com/misc/WaMu_BlacklinedAmendedDS.pdf

                      About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over September 25 by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

Peter Calamari, Esq., and David Elsberg, Esq., at Quinn Emanuel
Urquhart Oliver & Hedges, LLP, served as legal counsel to WMI with
responsibility for the litigation.  Brian Rosen, Esq., at Weil,
Gotshal & Manges LLP served as legal counsel to WMI with
responsibility for the chapter 11 case.

Bankruptcy Creditors' Service Inc. publishes Washington Mutual
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Washington Mutual Inc. (http://bankrupt.com/newsstand/or
215/945-7000).


WASHINGTON MUTUAL: Parties Object to Disclosure Statement
---------------------------------------------------------
Various parties-in-interest objected to the disclosure statement
explaining the Debtors' Joint Chapter 11 plan.  A hearing to
consider approval of the Disclosure Statement has been slated for
May 19, 2010, at 11:30 a.m., in Wilmington, Delaware.  Objections
were due May 13.

The holders of senior notes issued by WaMu Bank; the Federal
Deposit Insurance Corp. as receiver for the bank; the California
Department of Toxic Substances Control and The BKK Joint Defense
Group, and the holders of $2.3 billion of debt securities issued
by WMI contend that approval of the Disclosure Statement is
premature.  The Official Committee of Equity Security Holder
tells the Court the Plan is not ready for solicitation.

The Bank Bondholders tell the Court that the Disclosure Statement
is describing a plan that is based on a settlement of the
disputes among the Debtors; the Federal Deposit Insurance Corp.
as receiver for WaMu Bank; JPMorgan Chase, which acquired the
bank assets and the creditors of both WMI and the bank -- yet the
settlement does not exist yet and remains subject to significant
change.  The Bank Bondholders also contend the Disclosure
Statement fails adequately to describe the current status of the
proposed settlement, and has almost no information with respect
to the proposed business to be conducted by the "Reorganized
Debtors" if the Plan is confirmed.  They also argue that the
Disclosure Statement does not explain how the broad third party
releases in the Plan are lawful.

The FDIC and the DTSC remind Judge Walrath that the Debtors have
admitted that the Disclosure Statement is deficient and the Joint
Plan is not final.  DTSC contends that asking the creditors to
review and the Court to approve documents that Debtors have not
yet completed is an abuse of the bankruptcy process and should
not be sanctioned.  The BKK Joint Defense Group concurs.

The WMI Noteholders said they are compelled to object to the
approval of the Disclosure Statement as it would be inefficient
and wasteful for the Debtors to commence solicitation of a plan
premised on an agreement that does not exist.  The WMI
Noteholders contend that the continued waste of estate assets,
and the apparent failure to make progress toward the type of
global settlement agreement contemplated by the Plan is further
support for conversion of the Debtors' cases to Chapter 7, as
requested by the WMI Noteholders.

BKK is represented in the case by:

    John C. Phillips, Esq.
    PHILLIPS, GOLDMAN & SPENCE, P.A.
    1200 North Broom Street
    Wilmington, Delaware 19806
    Tel: (302) 655-4200
    Fax: (302) 655-4210
    E-mail: jcp@pgslaw.com

         -- and --

    Milissa Murray, Esq.
    BINGHAM MCCUTCHEN LLP
    2020 K Street, NW
    Washington, DC 20007
    Tel: (202) 373-6511
    E-mail: m.murray@bingham.com

The Official Committee of Unsecured Creditors of Washington
Mutual, Inc., et al., believes that the Debtors are addressing
many of its comments to the draft of the Disclosure Statement
filed with the Court and to the first subsequent draft of the
Disclosure Statement, which was provided to the Committee.  The
Committee is reserving its rights to object to the Disclosure
Statement.

Appaloosa Management L.P., Aurelius Capital Management, LP,
Centerbridge Partners, LP, and Owl Creek Asset Management, LP,
tell the Court they have received revised drafts of the Plan, the
Disclosure Statement and the Settlement Agreement, but are still
unable to determine whether the Disclosure Statement contains
adequate information.  The Creditors express the right to respond
or object to the Disclosure Statement once a revised Disclosure
Statement is filed.

Appaloosa et al., are represented by:

    Michael D. DeBaecke, Esq.
    Victoria Guilfoyle, Esq.
    BLANK ROME LLP
    1201 Market Street, Suite 800
    Wilmington, Delaware 19801
    Tel: (302) 425-6400
    Fax: (302) 425-6464
    E-mail: Debaecke@BlankRome.com
            Guilfoyle@BlankRome.com

         -- and --

    Brad Eric Scheler, Esq.
    Michael de Leeuw, Esq.
    FRIED FRANK HARRIS SHRIVER & JACOBSON LLP
    One New York Plaza
    New York, New York 10004
    Tel: (212) 859-8000
    Fax: (212) 859-4000
    E-mail: brad.eric.scheler@friedfrank.com
            Michael.deleeuw@friedfrank.com

National Western Life Insurance Company and American National
Insurance Company and its affiliates hold bonds issued by
Washington Mutual Bank.  National Western and American National,
which call themselves the Texas Group, filed a lawsuit against
JPMorgan Chase Bank, N.A. and JPMorgan Chase & Co. after the
Debtors filed for bankruptcy.  The suit is pending before the
U.S. District Court for the District of Columbia.  The Texas
Group contends the Debtors' disclosure statement is "not
confirmable" as a matter of law because the Plan attempts to
include the Texas Litigation, which is a non-bankruptcy
litigation, in a proposed global settlement agreement even though
all parties to the Texas Litigation are not before the Bankruptcy
Court.  The Texas Group argues the Disclosure Statement fails to
disclose any authority under which the Debtors have to effectuate
the Plan relative to the Texas Litigation.

The Texas Group is represented by:

    Michael P. Migliore, Esq.
    SMITH, KATZENSTEIN & FURLOW LLP
    The Corporate Plaza
    800 Delaware Avenue, Suite 1000
    P.O. Box 410
    Wilmington, Delaware 19899
    Tel: (302) 652-8400 x216
    Fax: (302) 652-8405
    E-mail: mpm@skfdelaware.com

         -- and --

    Andrew J. Mytelka, Esq.
    Frederick E. Black, Esq.
    Tara B. Annweiler, Esq.
    James M. Roquemore, Esq.
    GREER, HERZ & ADAMS, LLP
    One Moody Plaza, 18th Floor
    Galveston, Texas 77550
    Tel: (409) 797-3200
    Fax: (409) 766-6424

Nantahala Capital Partners, LP and Blackwell Partners, LP own
Litigation Tracking Warrants relating to a 1995 litigation
involving Anchor Savings Bank FSB and the acquisition of Anchor
by the Dime Savings Bank of New York, FSB.  Dime Savings and Dime
Bancorp merged Washington Mutual Bank and WMI, respectively, in
2002.  Nantahala and Blackwell said that under the Debtors' plan,
their claims are separately classified in Class 20 under the
title "Dime Warrants."  The Plan provides that holders of Dime
Warrants will receive no distribution, and that all documents
representing the alleged Equity Interests will be cancelled.
Entities in Class 20 are not entitled to vote on the Plan.
Nantahala and Blackwell, however, argue they are creditors of the
Debtors; they do not hold equity interests; and they are entitled
to vote on, and receive a meaningful distribution under the Plan.

Broadbill Investment Corp., which also owns LTWs, concurs that
the Disclosure Statement must be amended because parties entitled
to vote on the Plan are entitled to know the potential
impediments or alternative recoveries contemplated by the Plan
with respect to the LTWs.

Nantahala and Blackwell are represented by:

    Frederick B. Rosner, Esq.
    MESSANA ROSNER & STERN, LLP
    1000 N. West Street, Suite 1200
    Wilmington, DE 19801
    Tel: (302) 777-1111

         -- and --

    Arthur Steinberg, Esq.
    KING & SPALDING
    1185 Avenue of the Americas
    New York, NY 10036
    Tel: (212) 556-2100
    Fax: (212) 556-2222

         -- and --

    Jonathan L. Hochman, Esq.
    Daniel E. Shaw, Esq.
    SCHINDLER COHEN & HOCHMAN LLP
    100 Wall Street
    New York, NY 10005
    Tel: (212) 277-6300
    Fax: (212) 277-6333

Broadbill is represented by:

    Mark E. Felger, Esq.
    COZEN O'CONNOR
    1201 N. Market Street, Suite 1400
    Wilmington, DE 19801
    Tel: (302) 295-2000
    Fax: (302) 295-2013

         -- and --

    Paul N. Silverstein, Esq.
    J. Wiley George, Esq.
    Jonathan I. Levine, Esq.
    ANDREWS KURTH LLP
    450 Lexington Avenue
    New York NY 10017
    Tel: (212) 820-2800
    Fax: (212) 580-2929

Wilmington Trust Company is the successor Indenture Trustee for
five of the seven series of junior subordinated debt securities
in the aggregate original principal amount of $68,580,000, which
Notes were assumed by Washington Mutual Bank in connection with
its acquisition of Commerce Capital Bancorp in 2006 and Hawthorne
Financial Corporation.  Each series of the WMB/CCB Subordinated
Notes was sold to a separate special purpose Delaware statutory
trust.  Wilmington Trust also serves as successor Guarantee
Trustee for certain of the WMB/CCB Subordinated Notes.

Wilmington Trust says the Disclosure Statement contains an
inadequate discussion concerning (a) the distributions and
related mechanics, (b) recoveries, and (c) the Debtors'
rationale, support and basis for, among other things, (i) the
proposed disparate treatment of similarly situated unsecured
creditors under the Plan, (ii) the competing subordination
provisions, proposed treatment and the effect on distributions to
be made to bondholders, (iii) plan distribution mechanics,
including subrogation, and their consistencies with various
indenture documents and Section 510(a) of the Bankruptcy Code,
(iv) the releases and opt-out provision contained in the Plan and
the effect on distributions under the Plan, and (v) disparate
treatment afforded to the professionals of the indenture trustees
and ad hoc committees.  In its current form, the Disclosure
Statement is misleading and confusing as it relates to the
purported distributions on behalf of the Debtors' obligations
under the CCB Guarantees.

Wilmington Trust is represented by:

    Christopher A. Ward, Esq.
    POLSINELLI SHUGHART PC
    222 Delaware Avenue, Suite 1101
    Wilmington, Delaware 19801
    Tel: (302) 252-0922
    Fax: (302) 252-0921
    E-mail: cward@polsinelli.com

         -- and --

    Andrew I. Silfen, Esq.
    Leah M. Eisenberg, Esq.
    ARENT FOX LLP
    1675 Broadway
    New York, NY 10019
    Tel: (212) 484-3900
    Fax: (212) 484-3990
    E-mail: silfen.andrew@arentfox.com
            eisenberg.leah@arentfox.com

The Pension Benefit Guaranty Corporation contends the Disclosure
Statement describes certain releases in the Debtors' proposed
plan that could be interpreted to release claims against non-
debtors for fiduciary breach arising under the Employee
Retirement Income Security Act of 1974.  The PBGC asserts no
extraordinary circumstances exist that warrant the granting of
non-debtors a release of their fiduciary obligations to the
Debtors' defined benefit pension plans.  The PBGC also asserts
the non-debtor releases violate public policy, and are prohibited
under Section 524(e) of the Bankruptcy Code and Section 410(a) of
the ERISA.

Washington Mutual, Inc. and WMI Investment Corp. sponsor two
defined-benefit plans covered by Title IV of ERISA: (a) the
Retirement Income Plan for Salaried Employees of Lakeview Saving
Bank; and (b) the WaMu Pension Plan.  The Pension Plans cover an
estimated 56,000 participants and have an estimated underfunding
of $35.7 million.  If the Pension Plans are terminated, the
Debtors and any other members of the Pension Plans' controlled
group would become liable to PBGC for unfunded benefit
liabilities of the Pension Plans, for any unpaid minimum funding
contributions, as well as unpaid premiums and termination
premiums.

Law Debenture Trust Company of New York is the successor
indenture trustee for the holders of these notes issued by
Washington Mutual Inc.: (a) $500 million in aggregate principal
amount of 8.250% Notes Due April 1, 2010; (b) $750 million in
aggregate principal amount of 4.625% Notes Due April 1, 2014; and
(c) $500 million in aggregate principal amount of 7.250% Notes
Due November 1, 2017.  Law Debenture said it does not object to
the Disclosure Statement, but reserves the right to appear and be
heard on any issue at the Disclosure Statement hearing.

Law Debenture is represented in the case by:

    R. Craig Martin, Esq.
    EDWARDS ANGELL PALMER & DODGE LLP
    919 North Market Street, Suite 1500
    Wilmington, Delaware 19801
    Tel: (302) 425-7139
    Fax: (866) 534-1563
    E-mail: rcmartin@eapdlaw.com

         -- and --

    Daniel A. Lowenthal, Esq.
    Brian P. Guiney, Esq.
    PATTERSON BELKNAP WEBB & TYLER LLP
    1133 Avenue of the Americas
    New York, New York 10036-6710
    Tel: (212) 336-2000
    Fax: (212) 336-2222

Wells Fargo Bank, National Association -- in its capacity as
successor Indenture Trustee under the so-called PIERS Indenture
dated as of April 30, 2001, between Washington Mutual, Inc., and
The Bank of New York, as initial Trustee -- said its counsel has
conveyed to Debtors' counsel its concerns with the inadequacy of
the disclosures concerning the Rights Offering and certain
inconsistencies between those disclosures and the Subscription
Form that is appended as exhibit to the Debtors' Motion.
Comments were also provided concerning the Solicitation
Procedures and the various ballots that are exhibits to the
Motion.  Although Wells Fargo is optimistic that these issues
will be fully and satisfactorily resolved prior to the hearing
scheduled to consider the Motion, Wells Fargo reserves all of its
rights pending its continued discussions with the Debtors.

Wells Fargo is represented by:

    Neal J. Levitsky, Esq.
    FOX ROTHSCHILD LLP
    Citizens Bank Center
    919 N. Market Street, Suite 1300
    Wilmington, Delaware 19801
    Tel: (302) 622-4200
    Fax: (302) 656-8920

         -- and --

    Walter H. Curchack, Esq.
    Vadim J. Rubinstein, Esq.
    LOEB & LOEB LLP
    345 Park Avenue
    New York, New York 10154
    Tel: (212) 407-4000

The Bank of New York Mellon Trust Company, N.A., serves as
indenture trustee for WaMu's Senior Notes.  As of the Petition
Date, $4,121,231,000 in principal, plus accrued interest, was
outstanding under the Senior Notes Indenture.  BNY Mellon finds
the Disclosure Statement deficient in that it fails adequately to
describe (i) the Plan's multiple violations of the subordination
rights of more senior creditors in favor of junior creditors;
(ii) the cessation of postpetition interest accrual on the
Effective Date of the Plan; (iii) tax consequences to foreign
holders of distributions under the Plan; (iv) how creditors will
ultimately receive their distributions; and (v) how certain
creditors have approval rights that could derail ultimate
effectiveness of the Plan.

BNY Mellon is represented in the case by:

    Norman M. Monhait, Esq.
    ROSENTHAL MONHAIT & GODDESS, P.A.
    Citizens Bank Center, Suite 1401
    919 Market Street, PO Box 1070
    Wilmington, Delaware 19899
    Tel: (302) 656-4433
    Fax: (302) 658-7567

         -- and --

    Leo T. Crowley, Esq.
    Margot P. Erlich, Esq.
    PILLSBURY WINTHROP SHAW PITTMAN LLP
    1540 Broadway
    New York, New York 10036
    Tel: (212) 858-1000
    Fax: (212) 858-1500

Metzler Investment GmbH and Walden Management Co. Pension Plan,
the lead plaintiffs in a securities class action entitled In re
South Ferry LP #2, Individually and on Behalf of All others
Similarly Situated v. Killinger, Case No. 04-1599C (W.D. Wash.),
among other things, contend that the Disclosure Statement does
not provide a complete and accurate description of the status of
the Securities Litigation.  They also contend that the Disclosure
Statement fails to describe, and the Plan fails to provide an
adequate, protocol for preserving or destroying the Debtors'
records or documents whether transferred to the Liquidating Trust
or others, or retained by the Reorganized Debtors.  They also
note the Disclosure Statement fails to adequately describe
available insurance as it relates to the Lead Plaintiffs' and the
putative Securities Class' claims.

The South Ferry securities class action was commenced on behalf
of all persons who acquired WMI common stock between April 15,
2003, and June 28, 2004.  The Lead Plaintiffs are represented in
the case by:

    Christopher P. Simon, Esq.
    CROSS & SIMON, LLC
    913 North Market St., 11th Floor
    P.O. Box 1380
    Wilmington, Delaware 19899-1380
    Tel: (302) 777-4200
    Fax: (302) 777-4224
    E-mail: csimon@crosslaw.com

         -- and --

    Michael S. Etkin, Esq.
    Ira M. Levee, Esq.
    LOWENSTEIN SANDLER PC
    65 Livingston Avenue
    Roseland, New Jersey 07068
    Tel: (973) 597-2500
    Fax: (973) 597-2400

Policemen's Annuity and Benefit Fund of the City of Chicago and
Doral Bank Puerto Rico -- which are lead plaintiffs in a class
action entitled Boilermakers National Annuity Trust Fund, on
Behalf of Itself and All Others Similarly Situated v. WaMu
Mortgage Pass Through Certificates, Series AR1, et al., Case No.
C09-0037 (MJP) (W.D. Wash.) -- and Ontario Teachers' Pension Plan
Board -- which is the lead plaintiff in the class action entitled
In Re Washington Mutual Securities Litigation, Case No. C08-387
(MJP) (W.D. Wash.) -- concur, among other things, that the
Disclosure Statement has scant information regarding the status
of their own Securities Litigation.  Chicago PABF and Doral, and
OTPPB are also represented by Cross & Simon and Lowenstein
Sandler.

Paulson & Co. Inc. tells the Court that the Disclosure Statement
does not discuss the fact that junior holders are not entitled to
any recoveries unless and until the Senior Notes are paid in full
with all accrued interest thru the date of final payment.
Paulson also says the Plan does not provide for, and the
Disclosure Statement does not disclose, that the Senior
Noteholders are entitled to postpetition interest up to the date
they are actually paid in full.

Paulson & Co. is represented by:

    Mark Minuti, Esq.
    SAUL EWING LLP
    222 Delaware Avenue, Suite 1200
    P.O. Box 1266
    Wilmington, DE 19899
    Tel: (302) 421-6840
    Fax: (302) 421-5873

         -- and --

    D. Ross Martin Esq.
    Andrew G. Devore, Esq.
    ROPES & GRAY LLP
    One International Place
    Boston, MA 02110
    Tel: (617) 951-7000
    Fax: (617) 235-9715

A consortium of holders of interests subject to treatment under
Class 18 of the Plan contends that the Disclosure Statement fails
in its primary purpose of providing stakeholders with adequate
information to consider the Plan, because it did not detail the
factors that the Debtors considered before agreeing to compromise
potentially valuable rights of the estates and critical rights of
non-Debtors against other non-Debtors:

The TPS Consortium is represented by:

    Marla Rosoff Eskin, Esq.
    Bernard G. Conaway, Esq.
    Kathleen Campbell Davis, Esq.
    CAMPBELL & LEVINE LLC
    800 North King Street, Suite 300
    Wilmington, DE 19809
    Tel: (302) 426-1900
    Fax: (302) 426-9947

         -- and --

    Robert J. Stark, Esq.
    Sigmund Wissnner-Gross, Esq.
    BROWN RUDNICK LLP
    Seven Times Square
    New York, NY 10036
    Tel: (212) 209-4800
    Tel: (212) 209-4801

         -- and --

    Jeremy B. Coffey, Esq.
    Daniel J. Brown, Esq.
    BROWN RUDNICK LLP
    One Financial Center
    Boston, MA 02111
    Tel: (617) 856-8200
    Tel: (617) 856-8201 (fax)

Susanna Gouws Korn, Angelita Ravago et al. -- individuals
employed by WMB prior to the time WMB began to experience major
financial problems -- filed a lawsuit against the FDIC in both
its receiver and corporate capacities in the U.S. District Court
for the District of Washington at Seattle, Case No. 09-cv-00504
(RAJ), for breach of contract, fraud and other causes of action.
None of the Debtors are parties to the litigation.  Susanna Gouws
Korn, Angelita Ravago, et al., object to the approval of the
Disclosure Statement to the extent the litigation is included in
the Proposed Global Settlement Agreement or the Plan documents
purport to release their claims.

Susanna Gouws Korn, Angelita Ravago et al. are represented in the
case by:

    Michael P. Migliore, Esq.
    SMITH KATZENSTEIN & FURLOW LLP
    The Corporate Plaza
    800 Delaware Avenue
    Suite 1000, P.O. Box 410
    Wilmington, DE 19899
    Tel: (302) 652-8400 x216
    Fax: (302) 652-8405
    E-mail: mpm@skfdelaware.com

Dr. Richard Hofstetter, Moritz Hofstetter, Maximilian Hofstetter,
Noemi Banki-Hofstetter, Kurt Dismukes and Gail Lee, in their
capacity as WaMu shareholders, submitted separate letters to the
Court.  They object to the Disclosure Statement on the basis that
the Debtors have been selling WMI assets with blatant disregard
for their true value, and that the proposed statement does not
pursue the FDIC or JPMorgan for any of the damages that
Washington Mutual is due. The Objectors complain that WaMu is not
cooperating with any requests for information that would allow
shareholders to ascertain the true value of the company.

                      About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over September 25 by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

Peter Calamari, Esq., and David Elsberg, Esq., at Quinn Emanuel
Urquhart Oliver & Hedges, LLP, served as legal counsel to WMI with
responsibility for the litigation.  Brian Rosen, Esq., at Weil,
Gotshal & Manges LLP served as legal counsel to WMI with
responsibility for the chapter 11 case.

Bankruptcy Creditors' Service Inc. publishes Washington Mutual
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Washington Mutual Inc. (http://bankrupt.com/newsstand/or
215/945-7000).


WASHINGTON MUTUAL: Proposes Lumbermens Settlement
-------------------------------------------------
Debtors Washington Mutual, Inc. and WMI Investment Corp. seek the
Court's permission to enter into a settlement with (i) JPMorgan
Chase Bank, N.A.; and (ii) Lumbermens Mutual Casualty Company,
American Motorists Insurance Company, American Manufacturing
Mutual Insurance Company and American Protection Insurance
Company, collectively known as Lumbermens, whereby JPMorgan will
assume all liabilities and obligations of the Debtors and their
non-debtor affiliates to Lumbermens under certain insurance
agreements.

Lumbermens provided workers' compensation and employees'
liability, commercial general liability and business automobile
liability insurance to WaMu and its affiliates, including
Washington Mutual Bank, through various policies of insurance for
the period between May 12, 1986 and June 10, 2003.  Lumbermens
issued the Policies pursuant to various annual program
agreements.  The vast majority of the employees covered by the
Insurance Agreements were employees of WMB and its subsidiaries,
substantially all of whom transferred employment to JPMorgan on
September 25, 2008.

In light of the transition of employment, the Debtors entered into
a settlement agreement whereby JPMorgan has agreed to assume all
of the liabilities and obligations of WaMu and its affiliates to
Lumbermens under the Insurance Agreements, including those not
directly related to WMB.  In turn, WaMu, on behalf of itself and
its non-direct and indirect subsidiaries will assign to JPMorgan
all of their rights, title and interest in a Return Premium, an
Escrow, Subrogation Recoveries and Policy Rights now owing or
which may become due to them with respect to the Policies.

As of May 7, 2010, no amounts are outstanding under the Policies.

In addition, pursuant to the Settlement Agreement, the parties
agree that:

  (1) JPMorgan will enter into a Policy Assumption Agreement
      with Lumbermens.  As of the consummation date of the
      Policy Assumption Agreement, JPMorgan is deemed to have
      amended its Claim No. 2343 to withdraw its claims related
      to the Insurance Agreements, the Escrow and the existing
      letters of credit issued on behalf of JPMorgan to
      Lumbermens in connection with the Insurance Agreements.

  (2) As of the Consummation Date, JPMorgan is deemed to have
      released and forever discharged the Debtors, the Debtors'
      estates and the non-debtor affiliates from any liability
      for any and all claims relating to the Insurance
      Agreements, the Existing Letters of Credit, the Return
      Premium, the Escrow, the Subrogation Recoveries or the
      Policy Rights.

  (3) Nothing in the Settlement Agreement will release or
      discharge any of the claims and causes of action asserted
      In re JPMorgan Chase Bank, N.A. v. Washington Mutual,
      Inc., et al.; Washington Mutual, Inc., et al. v. JPMorgan
      Chase Bank, N.A., et al.; or Washington Mutual, Inc., et
      al. v. Federal Deposit Insurance Corporation, et al.

Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, asserts that absent approval of the
Settlement Agreement, the Debtors will remain jointly and
severally liable for all amounts due pursuant to the Insurance
Agreements, including losses, premiums and indemnification
expenses.

Approval of the Settlement Agreement will extinguish the
obligations and liabilities of the Debtors and their non-debtor
affiliates to Lumbermens, he points out.

More importantly, the Settlement Agreement will reduce the
Debtors' outstanding obligations and liabilities and protect the
estates' assets, Mr. Collins maintains.

                      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).


WESTSIDE DEVELOPMENT: Case Summary & Creditors List
---------------------------------------------------
Debtor: Westside Development Group, LLC
          aka Sorano Commercial Village
        P.O. Box 68
        Royal Oak, MI 48068

Bankruptcy Case No.: 10-55931

Chapter 11 Petition Date: May 13, 2010

Court: U.S. Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Thomas J. Tucker

Debtor's Counsel: Kenneth J. Wrobel Jr., Esq.
                  390 Park Street, Suite 200
                  Birmingham, MI 48009
                  Tel: (248) 645-2200
                  E-mail: kenwrobel@wrobellaw.net

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

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

The petition was signed by Anthony A. Yezbick, manager.

Debtor's List of 11 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
FDIC as Receiver of                mortgage/note       $20,965,269
Community Bank of Nevada
40 Pacifica, Suite 1000
Irvine, CA 92618

Clark County Treasurer             Taxes                  $310,000
500 South Grand Central Parkway
P.O. Box 551220
Las Vegas, NV 89155

Lochsa Engineering                 Engineering            $46,352
6345 S. Jones Boulevard, Suite 100
Las Vegas, NV 89118

Redneck Enterprises, LLC           Engineering            $14,679

Dekker/Perich/Sabatini, LTD, LAS   Architect              $88,259

Studio VBM, LLC                    Landscape Architect    $18,065

Bentar Development Inc.            Contractor             $86,966

Colliers International             Commission             $93,000

Apap & Everly, PLLC                Accounting              $1,160

Wenderski & Associates, CPA P.C.   Accounting              $1,070

Kummer Kaempfer Bonner             Legal Fee                 $413
Renshaw & Ferrano


WILLIAM LYON HOMES: Posts $8.5 Million Net Loss for March 31 Qtr
----------------------------------------------------------------
William Lyon Homes reported net loss of $8.5 million for the
quarter ended March 31, 2010, an improvement of 88% compared to a
net loss of $69.0 million for the quarter ended March 31, 2009.
Consolidated operating revenue decreased 38% to $43.2 million for
the quarter ended March 31, 2010, as compared to $69.3 million for
the comparable period a year ago.  Home sales revenue decreased
33% to $37.9 million for the quarter ended March 31, 2010, as
compared to $56.5 million for the comparable period a year ago.

In the first quarter of 2010, the Company said it continues to see
indicators of stabilization in many of its markets, particularly
California, including increasing sales absorption rates,
decreasing sales incentives, increasing base pricing, and
decreasing cancellation rates.  The Company's cancellation rate
for the three months ended March 31, 2010 decreased to 19%, as
compared to 27% for the 2009 period.

On November 6, 2009, the Worker, Homeownership, and Business
Assistance Act of 2009 was signed into law.  The act allows net
operating losses realized in either tax year 2008 or 2009 to be
carried back up to five years (previously limited to a two-year
carry back).  As a result of this legislation, the Company elected
to carry back the taxable losses generated in 2009 and recorded a
deferred tax asset and related income tax benefit of $101.8
million as of and for the year ending December 31, 2009. The
recorded deferred tax asset reflected the anticipated tax refund
for the carry back of the estimated 2009 tax loss to 2004 and
2005.  In March 2010, the Company received the refund of $101.8
million.

At March 31, 2010, the Company had total assets of $859.412
million against $708.930 million in total liabilities.

A full-text copy of the Company's Form 10-Q report is available at
no charge at http://ResearchArchives.com/t/s?629b

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?629c

On April 9, 2010, the Troubled Company Reporter said the Company
posted a net loss for the third consecutive year.  Net loss
attributable to William Lyon Homes was $20,525,000 for 2009, a
decline from $111,638,000 for 2008 and $349,408,000 for 2007.
Operating revenue continued to slide -- $309,243,000 for 2009 from
$526,078,000 for 2008 and $1,105,357,000 for 2007.

From 2007 through 2009, the Company temporarily suspended the
development, sales and marketing activities at certain of its
projects.  The Company concluded that this strategy was necessary
under the prevailing market conditions at the time and will allow
the Company to market the properties at some future time when
market conditions may have improved.  As markets continue to
improve, management continues to evaluate and analyze the market
place to potentially activate temporarily suspended projects in
2010 and beyond.

The Company said its ability to meet its obligations on its
indebtedness will depend to a large degree on its future
performance which in turn will be subject, in part, to factors
beyond its control, such as prevailing economic conditions,
mortgage and other interest rates, weather, the occurrence of
events such as landslides, soil subsidence and earthquakes that
are uninsurable, not economically insurable or not subject to
effective indemnification agreements, availability of labor and
homebuilding materials, changes in governmental laws and
regulations, and the availability and cost of land for future
development.

                    About William Lyon Homes

Based in Newport Beach, California, William Lyon Homes and
subsidiaries -- http://www.lyonhomes.com/-- are primarily engaged
in designing, constructing and selling single family detached and
attached homes in California, Arizona and Nevada.

                         *     *     *

As reported by the Troubled Company Reporter on November 25, 2009,
Standard & Poor's Ratings Services raised its corporate credit
rating on William Lyon Homes to 'CCC' from 'CCC-' and removed it
from CreditWatch, where it was placed with positive implications
on Oct. 30, 2009.  At the same time, S&P raised its rating on the
company's senior unsecured notes to 'CC' from 'D'.  The outlook is
developing.

"S&P raised its rating on William Lyon Homes because S&P believes
that near-term liquidity pressure has eased somewhat following the
partial funding of a secured term loan and reduced maturing credit
facility debt," said credit analyst James Fielding.  "However,
this privately held homebuilder remains very highly leveraged and
may face challenges repaying or refinancing intermediate-term debt
maturities if its business prospects don't improve in the
interim."


WINSOR MANAGEMENT: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Winsor Management, Inc.
        250 Commercial Street
        Worcester, MA 01608

Bankruptcy Case No.: 10-42403

Chapter 11 Petition Date: May 13, 2010

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

Judge: Melvin S. Hoffman

Debtor's Counsel: James P. Ehrhard, Esq.
                  Ehrhard & Associates, P.C.
                  418 Main Street, 4th Floor
                  Worcester, MA 01608
                  Tel: (508) 791-8411
                  E-mail: ehrhard@ehrhardlaw.com

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

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

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

The petition was signed by Shawn Kelley, president.


XERIUM TECHNOLOGIES: Gets Final Nod to Tap E&Y as Tax Advisor
-------------------------------------------------------------
Xerium Technologies Inc. and its units received the Court's
authority to employ Ernst & Young LLP as the Debtors' auditor and
tax advisor, nunc pro tunc to the Petition Date.


As auditor, E&Y is providing the Debtors with:

  (a) audit services, through which E&Y will (i) audit and
      report on the Debtors' consolidated financial statements
      for the year ended December 31, 2010, (ii) audit and
      report on the effectiveness of the Debtors' internal
      control over financial reporting as of December 31, 2010,
      and (iii) review the Debtors' unaudited interim financial
      information before the Debtors file their quarterly
      reports on Form 1O-Q with the U.S. Securities and Exchange
      Commission;

  (b) tax services under Statement of Work No. 1 which include
      (i) assistance with tax issues by answering one-off
      questions, drafting memos describing how specific tax
      rules work, assisting with general transactional issues,
      and assisting the Debtors in connection with their
      dealings with tax authorities, and (ii) participating in
      meetings and telephone calls with the Debtors,
      participating in meetings and telephone calls with taxing
      authorities and other third parties where E&Y is not
      representing the Debtors before the taxing authority,
      reviewing transaction-related documentation, researching
      technical issues, and preparing technical memoranda,
      letters, e-mails, and other written documentation;

  (c) tax services under SOW No. 2 which include:

      -- working with the Debtors' personnel and the Debtors'
         outside legal counsel and financial advisors in
         developing an understanding of the Debtors' business
         objectives and strategies, including understanding the
         tax implications of any reorganization or
         restructuring alternatives the Debtors are evaluating
         that may result in a change in the equity,
         capitalization, or ownership of the shares of the
         Debtors or their assets;

      -- assisting and advising the Debtors in developing an
         understanding of the tax implications of their
         bankruptcy restructuring alternatives and post-
         bankruptcy operations including, as needed, research
         and analysis of Internal Revenue Code sections,
         Treasury regulations, tax-specific provisions of the
         Bankruptcy Code, state tax statutes and regulations,
         foreign tax statutes and regulations, case law, and
         other relevant tax authority and assisting and advising
         in securing rulings from the Internal Revenue Service,
         applicable state or foreign tax authorities;

      -- assisting and advising the Debtors in developing an
         estimate of the expected tax implications of
         restructuring alternatives including reviewing the
         Debtors' asset and stock basis calculations, reviewing
         the Debtors' schedule of tax attributes by entity, and
         evaluating alternatives with respect to the Debtors'
         intercompany accounts;

      -- assisting and advising the Debtors in calculating
         cancellation of indebtedness income for tax purposes;

      -- assisting and advising the Debtors regarding the
         availability of, and limitations on, the use and
         preservation of tax attributes, stock and asset basis
         as a result of the application of the federal, state,
         and foreign cancellation of indebtedness and change in
         control provisions, including the preparation of
         calculations to determine the amount of tax attribute
         reduction related to cancellation of debt income and
         change in control and the estimated impact of attribute
         reduction on projected future taxable income;

      -- providing assistance with tax issues arising in the
         ordinary course of business while in bankruptcy,
         including ongoing assistance with IRS, state and local,
         or foreign tax examinations, and, as needed, research,
         discussions, and analysis of federal, state and local,
         and foreign tax issues arising during the bankruptcy
         period;

      -- advising the Debtors regarding the validity of tax
         claims in order to determine if the tax amount claimed
         reasonably reflects the accurate tax liability pursuant
         to applicable tax law, including tax advisory support
         in securing tax refunds as well as assisting the
         Debtors in managing various state and local claims
         that may be filed;

      -- performing analyses of legal and other professional
         fees incurred during the bankruptcy period for purposes
         of determining future deductibility of the costs for
         U.S. federal, state and local, and foreign tax
         purposes;

      -- assisting with the preparation of documentation, as
         appropriate or necessary, of tax analysis, opinions,
         recommendations, conclusions and correspondence for any
         proposed restructuring alternative, bankruptcy tax
         issues or other tax matters;

      -- performing advisory services regarding tax analysis and
         research related to acquisitions, divestitures, and
         tax-efficient domestic and foreign restructurings; and

      -- performing other related tax advisory services as
         requested by the Debtors and agreed upon by E&Y.

E&Y LLP intends to charge the Debtors at these hourly rates:

  * Audit Services:

    Position                               Hourly Rate
    --------                               -----------
    National Partner                       $700 - 986
    Partner, Principal and Director        $676 - 726
    Senior Manager                         $527 - 613
    Manager                                $447 - 557
    Senior                                 $298 - 406
    Staff                                  $205 - 251

  * Tax Services under SOW No. 1:

    Position                               Hourly Rate
    --------                               -----------
    Principal/Partner                         $630
    Senior Manager                            $535
    Manager                                   $440
    Senior                                    $290
    Staff                                     $135

  * Tax Services under SOW No. 2:

    Position                               Hourly Rate
    --------                               -----------
    Partner/Principal/Executive Director      $765
    Senior Manager                            $615
    Manager                                   $545
    Senior                                    $375
    Staff                                     $190

The firm's professionals will also be reimbursed for necessary
out-of-pocket expenses.

E&Y does not represent or hold any interest adverse to the Debtors
or their estates and satisfies the disinterestedness standard of
Section 327(a) of the Bankruptcy Code, according to Michael T.
Constantino, a partner at Ernst & Young LLP, assures the Court.

                     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.

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.


XERIUM TECHNOLOGIES: Wins OK for Rothschild as Investment Banker
----------------------------------------------------------------
Xerium Technologies Inc. and its units received permission from
Bankruptcy Judge Kevin Carey to employ Rothschild Inc. as
financial advisor and investment banker, nunc pro tunc to the
Petition Date.

No party objected to the Application.

Stephen R. Light, Chairman and Chief Executive Officer at Xerium,
relates that Rothschild is well-qualified to act as their
financial advisor and investment banker because, among other
things, the firm has extensive experience and an excellent
reputation in providing high quality investment banking services
to debtors and creditors in bankruptcy reorganizations and other
restructurings.

Prior to the Petition Date, the Debtors engaged Rothschild to
provide general investment banking and financial advice in
connection with their exploration of various strategic, financial,
and restructuring alternatives and to prepare for the commencement
of the Chapter 11 cases.  Specifically, Rothschild (i) assisted
the Debtors in the development and negotiation of the proposed
Prepackaged Joint Chapter 11 Plan of Reorganization, (ii) prepared
the valuation in the Disclosure Statement, and (iii) assisted the
Debtors in procuring, and negotiated the terms of, their proposed
debtor-in-possession and exit financing and the amended second
lien term loan to be entered into on the effective date of the
Plan.

Consequently, Rothschild has developed significant relevant
experience and expertise regarding the Debtors, their businesses,
and their current situation and is uniquely suited to deal
effectively and efficiently with any financial problems that may
arise in the context of the Debtors' cases, Mr. Light says.

Pursuant to an engagement letter, Rothschild, as investment
banker, has agreed to:

  (a) review and analyze the Debtors' assets and the operating
      and financial strategies;

  (b) review and analyze the business plans and financial
      projections prepared by the Debtors including, but not
      limited to, testing assumptions and comparing those
      assumptions to historical Debtor and industry trends;

  (c) evaluate the Debtors' debt capacity in light of its
      projected cash flows and assist in the determination of
      an appropriate capital structure;

  (d) assist the Debtors and their other professionals in
      reviewing the terms of any proposed transaction, as
      defined in the Engagement Letter;

  (e) determine a range of values for the Debtors and any
      securities that the Debtors offer or propose to offer in
      connection with a Transaction;

  (f) advise the Debtors on the risks and benefits of
      considering a Transaction with respect to the Debtors'
      intermediate and long-term business prospects and
      strategic alternatives to maximize the business enterprise
      value of the Debtors;

  (g) review and analyze any proposals the Debtors receive from
      third parties in connection with a Transaction, as
      appropriate;

  (h) assist or participate in negotiations with the parties-in-
      interest, including, without limitation, any current or
      prospective creditors of, holders of equity in, or
      claimants against the Debtors in connection with a
      Transaction;

  (i) advise the Debtors with respect to, and attend, meetings
      of the Debtors' board of directors, creditor groups,
      official constituencies and other interested parties, as
      necessary;

  (j) participate in hearings before the Court and provide
      relevant testimony and issues arising in connection with
      any proposed plan of reorganization; and

  (k) render such other financial advisory and investment
      banking services as may be agreed upon by Rothschild and
      the Debtors.

In consideration of the services to be provided by Rothschild, and
as more fully described in the Engagement Letter, subject to the
approval of the Court, the Debtors have agreed to pay Rothschild
in cash under this Fee Structure:

  (a) A retainer in an amount equal to $175,000, to be applied
      against the fees and expenses of Rothschild.

  (b) Commencing as of August 13, 2009, an advisory fee of
      $175,000 per month, payable by the Debtors in advance on
      the first day of each month.

  (c) A completion fee of $4,000,000, payable upon the earlier
      of (i) the confirmation and effectiveness of a plan of
      reorganization and (ii) the closing of another
      Transaction.

  (d) A new capital fee equal to (i) 1.0% of the face amount of
      any senior secured debt raised including, without
      limitation, any debtor-in-possession financing raised,
      (ii) 2.5% of the face amount of any junior secured or
      senior or subordinated unsecured debt raised, (iii) 3.0%
      of the face amount of any unsecured debt raised, and (iv)
      5.0% of any equity capital, or capital convertible into
      equity, raised.

Furthermore, Rothschild will credit against the Completion Fee:
(a) 50% of the Monthly Fees paid above $1,050,000; and (b) 50% of
any New Capital Fees paid.  The Debtors and Rothschild have agreed
that no New Capital Fee will be earned if the Disclosure Statement
is approved and the Plan is confirmed by the Court.

Rothschild will also be reimbursed for its necessary out-of-pocket
expenses.

Mr. Light disclosed that in the 90 days prior to the Petition
Date, the Debtors paid Rothschild $700,000 in fees and $27,725 for
reimbursement of expenses.  As of the Petition Date, Rothschild
holds $175,000 on account of the Retainer.

According to Mr. Light, although Rothschild's records indicate
that it is not owed any amounts in respect of prepetition services
provided to the Debtors, it is possible that certain expenses that
were incurred by Rothschild, and that are reimbursable under the
terms of the Engagement Letter, were not yet reflected on
Rothschild's books and records as of the Petition Date.  Upon the
Court's approval of the Debtors' Application, Rothschild will
waive any claim for such unreimbursed expenses in excess of
amounts paid to Rothschild prepetition.

The Debtors will also indemnify and hold harmless Rothschild and
its affiliates from and against any losses, claims, or
proceedings, including, without limitation, stockholder actions,
damages, judgments, assessments, investigation costs, settlement
costs, fines, penalties, arbitration awards, and any other
liabilities, costs, fees, and expenses other than as a result of
such Indemnified Party's gross negligence, fraud, or willful
misconduct.

Stephen S. Ledoux, a managing director of Rothschild, attests that
his firm is a "disinterested person," as defined in Section
101(14) of the Bankruptcy Code, as modified by Section 1107(b).

                     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.

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.


XERIUM TECHNOLOGIES: Wins OK for Smith Anderson as Corp. Counsel
----------------------------------------------------------------
Xerium Technologies Inc. and its units sought and obtained the
Court's authority to employ Smith, Anderson, Blount, Dorsett,
Mitchell & Jernigan, LLP, as special corporate counsel, nunc pro
tunc to the Petition Date.

Stephen R. Light, Chairman and Chief Executive Officer at Xerium,
relates that Smith Anderson has extensive prior experience and
knowledge regarding the Debtors' businesses and corporate and
capital structure.  Specifically, Smith Anderson has provided to
the Debtors the legal services typically expected from an in-house
general counsel and legal staff, as well as providing services
more typically expected from outside general counsel.

According to Mr. Light, Smith Anderson has provided the Debtors
and their boards of directors with a variety of legal services
over the last two years, including, without limitation, general
corporate and governance matters, various securities regulatory
matters, litigation, real estate, intellectual property, third
party bankruptcy, executive employment and benefits, and financing
and general commercial services.  In addition, leading up to the
Petition Date, the firm has assisted the Debtors in negotiations
with its lenders under the Debtors' prepetition credit facility.

Accordingly, Smith Anderson is intimately familiar with the
Debtors' businesses, is uniquely qualified to act as special
corporate counsel for the Debtors and will contribute greatly and
aid in the efficient administration of their estates, Mr. Light
tells the Court.


As special corporate counsel, Smith Anderson has agreed to
continue to render general corporate and litigation services,
unrelated to the conduct of the Chapter 11 cases, and may be
requested to represent the Debtors from time to time during the
pendency of the cases, including representing the Debtors, their
boards of directors and their members with respect to:

  (a) general corporate and governance matters;

  (b) securities and securities litigation matters;

  (c) possible asset dispositions or other corporate merger and
      acquisition transactions;

  (d) general non-bankruptcy litigation by or against the
      Debtors or their boards of directors;

  (e) real estate matters;

  (f) intellectual property matters;

  (g) third party bankruptcy proceedings;

  (h) executive compensation and employee benefits matters; and

  (i) financing and general commercial services.

Mr. Light contends that Smith Anderson's services are largely
comprised of specific transactional and litigation matters that
would proceed irrespective of the Chapter 11 cases.  The services,
Mr. Light adds, will not be duplicative of work performed either
by Cadwalader, Wickersham & Taft, LLP, which represents the
Debtors in connection with their bankruptcy-specific issues, or by
any other law firms retained or to be retained by the Debtors.

On account of the services, Smith Anderson will be paid in
accordance with these hourly rates:

  Professional                             Hourly Rate
  ------------                             -----------
  Partners                                 $212 - $490
  Associates                               $158 - $315
  Legal Assistants                          $90 - $190

Mr. Light clarifies that the Debtors do not owe Smith Anderson any
amount for services rendered or expenses incurred prior to the
Petition Date.  Thus, Smith Anderson is not a prepetition creditor
of the Debtors.  During the year prior to the Petition Date,
however, Smith Anderson received $2,007,114 for prepetition
services rendered and expenses incurred.

Amos U. Priester, Esq., a partner with Smith, Anderson, Blount,
Dorsett, Mitchell & Jernigan, LLP, assures the Court that the firm
is a "disinterested person," as defined in Section 101(14) of the
Bankruptcy Code, as modified by Section 1107(b).

                     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.

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.


XERIUM TECHNOLOGIES: Wins OK for Cadwalader as Lead Counsel
-----------------------------------------------------------
Xerium Technologies Inc. and its units received permission from
the Bankruptcy Court to employ Cadwalader, Wickersham & Taft LLP
as their lead counsel, nunc pro tunc to the Petition Date.

The Debtors certified that no party objected to the Application.

In August 2009, Cadwalader was retained by Xerium to provide
bankruptcy and restructuring-related advice to the Company, with
respect to various restructuring alternatives including potential
chapter 11 filings.  In that regard, Cadwalader assisted the
Debtors in the development, negotiation, and documentation of the
proposed Prepackaged Joint Chapter Plan of Reorganization, the
preparation of the Disclosure Statement, the solicitation of votes
on the Plan, and the preparation of the Chapter 11 cases, Stephen
R. Light, Chairman and Chief Executive Officer at Xerium, relates.

As part of the Debtors' restructuring efforts, Cadwalader has
successfully negotiated covenant default waivers under the
Company's prepetition credit facility, documentation terminating
the Company's swap agreements, and successfully negotiated the
terms of the Debtors' proposed debtor-in-possession financing, the
term loan and exit facilities, and other agreements and documents
to be entered into of otherwise to become effective on the
effective date of the Plan, says Mr. Light.

In the course of its prepetition representation of the Debtors
with respect to the restructuring of the Debtors' financial
obligations and their entry into Chapter 11 reorganization,
Cadwalader has become familiar with the Debtors' businesses,
financial affairs, and capital structure.

Accordingly, CWT has the necessary background to deal effectively
with many of the potential legal issues and problems that may
arise in the context of the Chapter 11 cases, Mr. Light avers.

As the Debtors' lead counsel, Cadwalader is performing these
services:

  (a) advising the Debtors of their lights, powers, and duties
      as debtors and debtors in possession in the continued
      management and operation of their businesses and
      properties;

  (b) preparing, on behalf of the Debtors, all necessary and
      appropriate applications, motions, draft, pleadings,
      notices, schedules, and other documents, and review all
      financial and other reports to be filed in the Debtors'
      Chapter 11 cases;

  (c) advising the Debtors concerning, and prepare responses to,
      applications, motions, other pleadings, notices, and other
      papers;

  (d) advising the Debtors concerning actions that they might
      take to collect and recover property for the benefit of
      their estates;

  (e) reviewing the nature and validity of any liens asserted
      against the Debtors' property and advise them concerning
      the enforceability of those liens;

  (f) advising and assisting the Debtors in connection with any
      potential asset dispositions;

  (g) advising the Debtors concerning executory contracts and
      unexpired lease assumptions, assignments, and rejections;

  (h) assisting the Debtors in reviewing, estimating, and
      resolving claims asserted against their estates;

  (i) commencing and conducting any and all litigation necessary
      or appropriate to assert rights held by the Debtors,
      protect assets of their estates, or otherwise further the
      goal of completing a successful reorganization;

  (j) advising and assisting the Debtors in connection with the
      solicitation and confirmation of the plan of
      reorganization and related documents;

  (k) advising and assisting the Debtors with the preparation
      and filing of various documents required for the Debtors'
      compliance with U.S securities laws; and

  (l) performing all other necessary legal services in
      connection with the Debtors' cases and other general
      corporate matters concerning the Debtors' businesses.

Cadwalader's professionals will be paid in accordance with these
hourly rates:

  Professional                             Hourly Rate
  ------------                             -----------
  Partners                                 $650 - $995
  Other Attorneys                          $335 - $995
  Legal Assistants                         $170 - $265

Cadwalader will also be reimbursed for its necessary out-of-pocket
expenses.

John Rapisardi, Esq., at a partner at Cadwalader, Wickersham &
Taft LLP, assures the Court that his firm is a "disinterested
person," as defined in Section 101 (14) of the Bankruptcy code, as
modified by Section 1107(b).

                     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.

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.


XERIUM TECHNOLOGIES: Moody's Assigns Ba3 on $80MM Secured Credit
----------------------------------------------------------------
Moody's Investors Service assigned new ratings to Xerium
Technologies, Inc. following the confirmation of the company's
reorganization plan in bankruptcy court. The ratings include a B3
corporate family rating, a Ba3 rating for its $80 million first-
lien senior secured credit facility, and a B3 rating for its $410
million second-lien senior secured credit facility. At the same
time, Moody's assigned a speculative grade liquidity rating of
SGL-3 and a stable outlook.

On May 12, 2010, Xerium announced that its reorganization plan had
been confirmed in bankruptcy court and that it planned to emerge
from bankruptcy protection as early as late May.  Following
emergence, the company's revised capital structure will consist of
an $80 million first-lien senior secured exit facility (with a
$20 million revolver and $60 million term loan) due 2014 and a
$410 million second-lien senior secured term loan due 2015.  In
addition, the holders of the second-lien debt will own 82.6% of
Xerium's post-emergence common stock.  The balance sheet
restructuring will represent a significant debt reduction from the
approximately $625 million outstanding at March 31, 2010.  The
ratings are assigned pending the emergence from bankruptcy and the
closing of the exit financing.

The B3 corporate family rating reflects the many challenges that
still lie ahead for Xerium, despite the improved capital structure
and liquidity profile.  Moody's anticipates that it will take the
company longer than expected to recover from the substantial
volume losses of 2009 as the company continues to face the risk of
more North American paper production capacity reductions.  In
addition, the company's recent investments in new products and
developing economies, where Moody's expects the majority of the
growth will occur, will take several years before having a
meaningful positive impact on earnings or cash flow.  Lastly,
post-transaction debt leverage remains high and Xerium's liquidity
is very limited, raising the potential for distress should its
sales languish.

At the same time, the B3 corporate family rating acknowledges the
increased financial flexibility and improved debt leverage Xerium
has attained by restructuring its balance sheet.  Moody's expects
adjusted debt leverage, which was equal to approximately 7.3x at
December 31, 2009, to decrease to below 6.5x, a level more
appropriate for a B3 rated company, by fiscal year end 2010.  In
addition, the cost reduction initiatives the company has
implemented over the past several years should begin to increase
margins in 2011 and 2012.  Lastly, Xerium's sizable market
position and moderate geographic diversity provide support to the
rating.

The stable outlook reflects Moody's expectation that the global
recovery in paper demand, combined with Xerium's cost reduction
initiatives, right-sized capital structure, and lack of any
meaningful near-term debt maturities, should allow the company to
generate B3-level credit metrics over the next 12-18 months, while
avoiding any significant liquidity pressures.

The ratings or outlook could be lowered if Xerium continues
generating operating losses or faces challenges in complying with
its financial covenants.

The ratings or outlook could be raised if Xerium is able to turn
free cash flow positive, remain in compliance with its financial
covenants, and experience a material expansion in EBITDA such that
adjusted debt leverage falls to less than 5.5x on a sustainable
basis.

These ratings were assigned to Xerium:

- B3 corporate family rating;

- B3 probability of default rating;

- Ba3 (LGD1, 4%) to the $20 million first-lien senior secured
   revolver due 2014;

- Ba3 (LGD1, 4%) to the $60 million first-lien senior secured
   term loan due 2014;

- B3 (LGD4, 50%) to the $410 million second-lien senior secured
   term loan due 2015;

- SGL-3 speculative grade liquidity rating;

- Stable outlook.

Moody's last rating action concerning Xerium occurred on March 30,
2010, at which point the company's probability of default rating
was lowered to D following its bankruptcy filing.

Xerium Technologies, Inc., headquartered in Raleigh, North
Carolina, is a manufacturer and supplier of consumable products
used primarily in the production of paper.


* Moody's: Foreclosures Rising in Many State Housing Loan Programs
------------------------------------------------------------------
Moody's Investors Service-rated state single family whole loan
housing programs continued to experience significant increases in
both their delinquency and foreclosure rates in 2009, says a new
report from the rating agency. While the majority of programs are
expected to maintain their ratings, some may face downgrades or
negative outlooks due to increased loan loss assumptions due to
the rising delinquency and foreclosure rates.

A Moody's review finds that the weighted average percent of state
housing finance agency (HFA) loans in foreclosure grew at a
particularly rapid pace, rising on average to 1.87% as of December
31 -- 75 basis points higher than the rate at the end of 2008.


Also, the 90-plus day delinquency rate of 2.92% outpaced the 60+
day delinquency rate for the second year in a row, signaling a
continuing build-up in delinquencies in the 90+ days delinquent
category, and seriously delinquent loans have risen dramatically
in some individual programs, with nine HFA programs having
seriously delinquent loans over 6% in 2009, up from one program in
2008.

"We expect the deterioration of many single family loan portfolios
to continue over the near term as the factors driving the weak
portfolio performance, such as high unemployment, underemployment,
and declining home prices, are forecasted to persist over the next
12 to 18 months," said Moody's Assistant Vice President -- Analyst
Rachael Royal McDonald, author of the report.

Moody's has incorporated the higher projected loan losses into its
analysis by increasing the probability of default and expected
loss assumptions in its loan loss calculations for HFAs located in
states that have seen a rise in delinquencies and foreclosures in
Federal Housing Administration (FHA) loans as tracked by the
Mortgage Bankers Association.

"While we expect that the majority of programs will be able to
absorb the projected increase in loan losses and maintain their
current ratings, the higher stress assumptions could result for
some HFA programs in negative outlooks, lower ratings, or both,"
said McDonald. "Given these factors, we anticipate that HFAs and
their loan portfolios will remain pressured by rising
delinquencies and growing losses due to foreclosures through
2010."

She said Moody's expects that the very high percentage of fixed-
rate, fully amortizing loans as well as the diversity in loan
vintages will limit the negative impact of the current economic
and housing crisis on the HFAs' portfolios. For loans that do
become delinquent, many HFAs are using tactics such as loan
modification to limit foreclosures and losses.

"In cases where HFA ratings are pressured by forecasted losses,"
said McDonald, "the severity of the projected loan losses will be
evaluated in the context of the program's financial position,
asset quality, debt structure, and legal structure, and management
quality in order to determine the potential impact on the HFA
rating."

The report, "Foreclosures Rising Across Many U.S. State Housing
Finance Agency Loan Portfolios," is available at moodys.com.


* Attorney Eric Fromme Joins Rutan & Tucker, LLP
------------------------------------------------
Rutan & Tucker, LLP, California's largest full-service law firm
based in Orange County, disclosed that Eric Fromme has joined the
firm as senior counsel in the firm's Trial Section and
Bankruptcy/Financial Practices Group.

Fromme is a highly regarded federal-court litigator and corporate
reorganization lawyer.  He represents companies that are
restructuring their financial affairs and creditors in their
dealings with financially distressed companies, both in and out of
court.  He also represents private equity funds, hedge funds and
other strategic buyers in the acquisition of control positions in,
or the purchase of, financially distressed companies.

A substantial portion of his practice also involves advising
boards of directors of companies on corporate governance and
fiduciary duty matters in the restructuring context.

Fromme has an expert's understanding of the significant legal
issues inherent in modern restructuring and financial practice,
including adequate protection of security interests, cash
collateral usage, valuation, preferences and fraudulent transfers.
He has successfully handled a variety of highly contested trials
in bankruptcy courts, including a multi-week plan confirmation
trial, as well as bankruptcy appeals.

He is a frequent lecturer on corporate and bankruptcy law issues
and has served as president of the Orange County Bankruptcy Forum
and as a long-time member of its Board of Directors. He has also
served as a member of the Board of Directors of the California
Bankruptcy Forum.

Previously, Fromme was counsel with Hughes Hubbard & Reed LLP, an
international law firm based in New York City.  He earned his law
degree from Santa Clara University School of Law and his
undergraduate degree from the University of California, Berkeley.

"We are delighted to have Eric join our firm," said Ski Harrison,
managing partner of Rutan & Tucker, LLP.  "His experience and
expertise are valuable assets for our clients."

                     About Rutan & Tucker, LLP

Rutan & Tucker is California's largest full-service law firm
headquartered in Orange County, California, with offices in Costa
Mesa and Palo Alto. Primary practice areas include corporate and
securities law, business and real estate litigation, labor and
employment law, intellectual property, real estate, municipal and
government agency law, land-use law, bankruptcy, condemnation and
property valuation, environmental law, and taxation and estate
planning. Detailed information about the firm is available at
www.rutan.com.


* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------
Recent Chapter 11 cases filed with assets and liabilities below
$1,000,000:

In Re 7662 Pleasant Run, LLC
   Bankr. Ariz. Case No. 10-14156
      Chapter 11 Petition Filed May 10, 2010
         Filed As Pro Se

In Re Northland Petroleum, Inc.
         aka Joe's Market
   Bankr. E.D. Calif. Case No. 10-32166
      Chapter 11 Petition Filed May 10, 2010
         See http://bankrupt.com/misc/caeb10-32166.pdf

In Re Charles Anthony Pacetti
      Trixy Murrah Pacetti
   Bankr. M.D. Fla. Case No. 10-03992
      Chapter 11 Petition Filed May 10, 2010
         See http://bankrupt.com/misc/flmb10-03992p.pdf
         See http://bankrupt.com/misc/flmb10-03992c.pdf

In Re Iona Moguel
   Bankr. M.D. Fla. Case No. 10-03981
      Chapter 11 Petition Filed May 10, 2010
         Filed As Pro Se

In Re D. Simons Trucking, Inc.
   Bankr. M.D. Fla. Case No. 10-11156
      Chapter 11 Petition Filed May 10, 2010
         See http://bankrupt.com/misc/flmb10-11156.pdf

In Re Rupert L. Howard
   Bankr. M.D. Ga. Case No. 10-51466
      Chapter 11 Petition Filed May 10, 2010
         See http://bankrupt.com/misc/gamb10-51466.pdf

In Re Joiner Enterprises Transportation
        aka Joiner Enterprises Inc.
   Bankr. N.D. Ill. Case No. 10-21254
      Chapter 11 Petition Filed May 10, 2010
         Filed As Pro Se
         See http://bankrupt.com/misc/ilnb10-21254.pdf

In Re PAHRUMP 88, LLC
   Bankr. Nev. Case No. 10-18510
      Chapter 11 Petition Filed May 10, 2010
         See http://bankrupt.com/misc/nvb10-18510.pdf

In Re 84 George LLC
   Bankr. E.D.N.Y. Case No. 10-44253
      Chapter 11 Petition Filed May 10, 2010
         See http://bankrupt.com/misc/nyeb10-44253.pdf

In Re JD Reinforcing Supply Inc.
   Bankr. E.D.N.Y. Case No. 10-73566
      Chapter 11 Petition Filed May 10, 2010
         Filed As Pro Se
         See http://bankrupt.com/misc/nyeb10-73566.pdf

In Re Ulysses Henry Howell
   Bankr. E.D.N.Y. Case No. 10-44250
      Chapter 11 Petition Filed May 10, 2010
         See http://bankrupt.com/misc/nyeb10-44250.pdf

In Re Synergy Joint Ventures LLC
   Bankr. Ore. Case No. 10-62766
      Chapter 11 Petition Filed May 10, 2010
         See http://bankrupt.com/misc/orb10-62766.pdf

   In Re Synergy Firness LLC
      Bankr. Ore. Case No. 10-62767
         Chapter 11 Petition Filed May 10, 2010
            See http://bankrupt.com/misc/orb10-62767.pdf

In Re C & J Material Handling Co.
   Bankr. W.D. Texas Case No. 10-30976
      Chapter 11 Petition Filed May 10, 2010
         See http://bankrupt.com/misc/txwb10-30976.pdf

In Re D. Alexandra, Inc.
   Bankr. E.D. Va. Case No. 10-13821
      Chapter 11 Petition Filed May 10, 2010
         See http://bankrupt.com/misc/vaeb10-13821.pdf

In Re Global Product Manuafacturing Corp.
   Bankr. W.D. Wash. Case No. 10-15336
      Chapter 11 Petition Filed May 10, 2010
         See http://bankrupt.com/misc/wawb10-15336.pdf

In Re MDA Investments, LLC
   Bankr. W.D. Wash. Case No. 10-15344
      Chapter 11 Petition Filed May 10, 2010
         See http://bankrupt.com/misc/wawb10-15344.pdf

In Re Franklin S. Danziger
   Bankr. Ariz. Case No. 10-14311
      Chapter 11 Petition Filed May 11, 2010
         Filed As Pro Se

In Re Gary L. Sandlin
        aka Gary Lynn Sandlin
   Bankr. M.D. Fla. Case No. 10-04023
      Chapter 11 Petition Filed May 11, 2010
         See http://bankrupt.com/misc/flmb10-04023.pdf

In Re Moving On Up, Inc.
   Bankr. S.D. Fla. Case No. 10-22801
      Chapter 11 Petition Filed May 11, 2010
         See http://bankrupt.com/misc/flsb10-22801.pdf

In Re Freddie B. Roberts
      Vonda Roberts
   Bankr. W.D. La. Case No. 10-50683
      Chapter 11 Petition Filed May 11, 2010
         See http://bankrupt.com/misc/lawb10-50683.pdf

In Re Skynyrds Grill and Sports Bar, LLC
   Bankr. D. S.C. Case No. 10-03399
      Chapter 11 Petition Filed May 11, 2010
         See http://bankrupt.com/misc/scb10-03399.pdf

In Re Monitor Dynamics, Inc.
   Bankr. W.D. Texas Case No. 10-51821
      Chapter 11 Petition Filed May 11, 2010
         See http://bankrupt.com/misc/txwb10-51821.pdf

In Re Newcastle Flooring, Inc.
   Bankr. W.D. Wash. Case No. 10-15369
      Chapter 11 Petition Filed May 11, 2010
         See http://bankrupt.com/misc/wawb10-15369.pdf

In Re Pizza a la Mode, Inc.
        dba Happy Joes Ice Cream & Pizza Parlor
   Bankr. W.D. Wis. Case No. 10-13726
      Chapter 11 Petition Filed May 11, 2010
         See http://bankrupt.com/misc/wiwb10-13726.pdf

In Re Kahraman LLC
        dba Bonarda Restaurant & Bar
   Bankr. N.D. Calif. Case No. 10-31748
      Chapter 11 Petition Filed May 12, 2010
         See http://bankrupt.com/misc/canb10-31748.pdf

In Re Professional Healthcare Staffing Service
   Bankr. N.D. Calif. Case No. 10-45445
      Chapter 11 Petition Filed May 12, 2010
         Filed As Pro Se

In Re Rajpal Singh Bhullar
        dba DB Corp.
   Bankr. N.D. Calif. Case No. 10-54935
      Chapter 11 Petition Filed May 12, 2010
         Filed As Pro Se

In Re Ellyson Place, LLC
   Bankr. N.D. Fla. Case No. 10-30997
      Chapter 11 Petition Filed May 12, 2010
         See http://bankrupt.com/misc/flnb10-30997.pdf

In Re Highlands of Montour Run, LLC
   Bankr. N.D. Ill. Case No. 10-21678
      Chapter 11 Petition Filed May 12, 2010
         See http://bankrupt.com/misc/ilnb10-21678.pdf

In Re Gerald N. Brenner
   Bankr. Mass. Case No. 10-15176
      Chapter 11 Petition Filed May 12, 2010
         Filed As Pro Se

In Re Sandwich Service Center Incorporated
   Bankr. Mass. Case No. 10-15186
      Chapter 11 Petition Filed May 12, 2010
         See http://bankrupt.com/misc/mab10-15186.pdf

In Re Loretto Enterprises, Inc.
         dba Auto-Medics Service Center
   Bankr. D. Minn. Case No. 10-43556
      Chapter 11 Petition Filed May 12, 2010
         See http://bankrupt.com/misc/mnb10-43556.pdf

In Re Geometric Services Association
   Bankr. Nev. Case No. 10-51814
      Chapter 11 Petition Filed May 12, 2010
         See http://bankrupt.com/misc/nvb10-51814.pdf

   In Re Advanced Check Cashing & Payday Loans
      Bankr. Nev. Case No. 10-51815
         Chapter 11 Petition Filed May 12, 2010
            See http://bankrupt.com/misc/nvb10-51815.pdf

In Re John Stout
   Bankr. D. Nev. Case No. 10-18753
     Chapter 11 Petition Filed May 12, 2010
         See http://bankrupt.com/misc/nvb10-18753.pdf

In Re KIK Fashions, Inc.
   Bankr. D. N.J. Case No. 10-24584
      Chapter 11 Petition Filed May 12, 2010
         See http://bankrupt.com/misc/njb10-24584.pdf

In Re Joseph Suppa
   Bankr. W.D. Pa. Case No. 10-23477
      Chapter 11 Petition Filed May 12, 2010
         See http://bankrupt.com/misc/pawb10-23477.pdf

In Re Mid-Eastern Associates, LLC
   Bankr. E.D. Va. Case No. 10-72275
      Chapter 11 Petition Filed May 12, 2010
         See http://bankrupt.com/misc/vaeb10-72275.pdf

In Re Cobra Concrete Pumping, Inc.
   Bankr. W.D. Va. Case No. 10-71161
      Chapter 11 Petition Filed May 12, 2010
         See http://bankrupt.com/misc/vawb10-71161.pdf

In Re DT Marshall Company
   Bankr. W.D. Wash. Case No. 10-15394
      Chapter 11 Petition Filed May 12, 2010
         See http://bankrupt.com/misc/wawb10-15394.pdf



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Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard
C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez,
Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2010.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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