TCR_Public/100521.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Friday, May 21, 2010, Vol. 14, No. 139

                            Headlines

AEROBICS INC: Blames Economic Downturn for Bankruptcy Filing
AFFINITY GROUP: Posts $10,384,000 Net Loss for March 31 Qtr
ALEN TALIBOV: Case Summary & 20 Largest Unsecured Creditors
ALION SCIENCE: Posts $9,165,000 Net Income for March 31 Qtr
ALLEGIANT TRAVEL: Moody's Assigns Ba3 Corporate, Stable Outlook

ALLIS-CHALMERS: Net Loss Widens to $9.5-Mil. in Q1 2010
ALMATIS BV: Seeks Court Approval to Hire S&B as Auditors
ALMATIS BV: Wants Linklaters as U.K. and Germany Counsel
ALMATIS BV: Applies for De Brauw as Dutch Counsel
ALMATIS BV: Proposes Schultze & Braun as German Counsel

AMERICAN GENERAL CORP: Swings to $12.4MM Profit for Q1 of 2010
AMERICAN GENERAL FINANCE: Earns $7.6 Million in Q1 2010
AMERICAN INT'L: Board Appoints New Executives
AMERICAN INT'L: Henri Courpron Joins ILFC as President and CEO
AMERICAN INT'L: Judicial Watch Files Lawsuit to Obtain Documents

AMR CORP: American Eagle President & CEO P. Bowler Retires
APIERON INC: Aerocrine Buys Apieron's Business, IP Assets
ARVINMERITOR INC: Files Quarterly Report on Form 10-Q with SEC
ASARCO LLP: Settles Environmental Claims in Texas for $1.75M
ATLANTIC MARINE: Moody's Keeps 'B2' Corporate After Sale to BAE

AVISTAR COMMS: Files Form 10-Q for March 31 Quarter
BARCALOUNGER CORP: Files for Chapter 11 to Sell Assets
BBN MERCER: Case Summary & 7 Largest Unsecured Creditors
BEVERAGE & MORE: S&P Changes 'B-' Corporate Outlook to Positive
BORGER HOSPITALITY: Files for Chapter 11 Bankruptcy Protection

BROWN PUBLISHING: Dolan Media Objects to Sale to Insiders
CABLEVISION SYSTEMS: Posts $74.1MM Net Income for March 31 Qtr.
CALIFORNIA: Calpers Seeks Extra $600-Mil. Despite Budget Deficit
CALIFORNIA STEEL: S&P Affirms 'BB-' Corporate; Outlook Now Stable
CANDALYN LAUFER: Case Summary & 8 Largest Unsecured Creditors

CAROLINA PARK: Case Summary & 20 Largest Unsecured Creditors
CATALYST PAPER: S&P Affirms 'CCC+' LT Corporate; Outlook Stable
CELL THERAPEUTICS: Posts $26 Million Net Loss for First Quarter
CENTAUR LLC: Wells Fargo Lashes Out at Disclosure Statement
CINCINNATI BELL: Shareholders Elect Nominees for Directors

CINCINNATI BELL: Posts $2.6-Mil. Net Income for March 31 Quarter
CITGO PETROLEUM: Moody's Affirms Ba2 Corporate Family Rating
CHEMTURA CORP: Proposed Diacetyl Claimants Panel Draws Objections
CHEMTURA CORP: Modifies Incentive Plan to Address Issues
CHEMTURA CORP: Court Sustains Committee Objection to CERT Claims

CHEMTURA CORP: Reports $177 Million Net Loss for First Quarter
CITADEL BROADCASTING: Judge Formally Approves Reorganization Plan
CITADEL BROADCASTING: Proposes to Assume ACE Insurance Policies
CITIGROUP INC: Parsons Cedes Director-Recruiting Role to Taylor
CJ PRIME: Voluntary Chapter 11 Case Summary

COEUR D'ALENE: Exchanges $14 Million Senior Notes for Stock
COMFORCE CORP: Post $576,000 Net Income for March 28 Quarter
COMMERCIAL BANK: Fitch Affirms IDR at 'B' with Negative Outlook
COMMERCIAL VEHICLE: Posts $676,000 Profit for First Quarter
COPPER KING: Suspends Mining Operations

D&P MARKET PLACE: Voluntary Chapter 11 Case Summary
DANIEL GONSIOR: Case Summary & 20 Largest Unsecured Creditors
DAVID ROSEN: Case Summary & 20 Largest Unsecured Creditors
DEEP MARINE: Oceaneering International Bids for DMT Sapphire
DELTA MUTUAL: Board OKs 5-Year Employment Pacts with CEO and EVP

DIAMANTE ROSE: Voluntary Chapter 11 Case Summary
DUNE ENERGY: UBS AG Holds 21.78% of Common Stock
DUNE ENERGY: Post $7.9 Million Net Loss for 1st Quarter 2010
EAGLE AUTO: Case Summary & 20 Largest Unsecured Creditors
EINSTEIN NOAH: Posts $620 Million Net Income for March 30 Quarter

EXTENDED STAY: Starwood Submits Competing Bid; Auction on May 27
FIDELITY NATIONAL: Fitch Puts 'BB+' IDR on Watch Negative
FORTUNE INDUSTRIES: Julia Reed Steps Down From Board
FORTUNE INDUSTRIES: Reports $176,000 Net Loss for March 31 Qtr
GENTA INC: Senior VP & COO Lloyd Sanders Steps Down

GREEN SCENE: Case Summary & 20 Largest Unsecured Creditors
GREGORY MORRIS: Case Summary & 9 Largest Unsecured Creditors
GREGORY PALMER: Voluntary Chapter 11 Case Summary
HEALTH MANAGEMENT: Fitch Affirms Issuer Default Rating at 'B+'
HEALTH NET: S&P Upgrades Counterparty Credit Rating to 'BB'

HELLER EHRMAN: Plan Confirmation Hearing Set for July 6
IAP WORLWIDE: S&P Upgrades Junk Corprate Credit Rating to 'B-'
IE ROLLERSPORTS: Case Summary & 20 Largest Unsecured Creditors
INC 439: Case Summary & 21 Largest Unsecured Creditors
INT'L LEASE FINANCE: Appoints Henri Courpron as President & CEO

INTERNATIONAL COAL: Files Form 10-Q for March 31 Quarter
JACKIE SAUNDERS: Voluntary Chapter 11 Case Summary
JANICE & J.W.: Voluntary Chapter 11 Case Summary
JOHN SNYDER: Voluntary Chapter 11 Case Summary
LARS LANGLO: Case Summary & 11 Largest Unsecured Creditors

LEHMAN BROTHERS: LBI Trustee Has Received $84.4MM for Work
LEHMAN BROTHERS: Judicial Watch Files Lawsuit to Obtain Documents
LEVEL 3 COMMS: Posts $238 Million Net Loss for March 31 Quarter
LINEAR TECHNOLOGY: Posts $100MM Net Income for March 28 Quarter
MAGIC BRANDS: Sets June 17 Auction for Fuddruckers & Koo Koo Roo

MESA AIR: District Court Allows Delta to Scrap Contract
MERITAGE HOMES: Fitch Affirms IDR at 'B+'; Outlook Stable
MEYER LOGISTICS: Case Summary & 19 Largest Unsecured Creditors
MGM MIRAGE: Posts $96.7 Million Net Loss for March 31 Qtr.
MIDDLEBROOK PHARMA: Signs Deal to Sell to Victory for $17.1MM

MILL CREEK: Case Summary & 6 Largest Unsecured Creditors
MITEL NETWORKS: Moody's Upgrades Corporate to 'B3' After IPO
MONEYGRAM INTERNATIONAL: Files Form 10-Q for March 31 Quarter
MOVIE GALLERY: Sees Liquidating Plan Filed by June 21
MOVIE GALLERY: Rival Liquidator Says Break-Up Fee Not Needed

NATIONAL CENTURY: Appeals Court Revives Amedisys' Claims
NEFF CORP: Case Summary & 30 Largest Unsecured Creditors
NEW ANTIOCH: Case Summary & 7 Largest Unsecured Creditors
NEWLAND INTERNATIONAL: Fitch Maintains Negative Watch Status
NEXCEN BRANDS: Reports $700,000 Net Loss for First Quarter 2010

NEXPAK CORP: Wins Confirmation of Liquidating Plan
NIC BANK: Fitch Affirms Long-Term IDR at 'B-' with Stable Outlook
OCWEN FINANCIAL: Fitch Affirms IDR at 'B+'; Outlook Stable
ORLEANS HOMEBUILDERS: Cancels Sale Deal, Pursues Reorganization
OXBOW CARBON: S&P Changes Outlook of 'BB-' Corporate to Positive

PAETEC HOLDING: Posts $9.5-Mil. Net Loss for March 31 Quarter
PAUL JARCHOW: Case Summary & 5 Largest Unsecured Creditors
PAUL TRANSPORTATION: Files for Chapter 11 in Oklahoma City
PRO BRANDS: Case Summary & 20 Largest Unsecured Creditors
PETER LORD: Case Summary & 16 Largest Unsecured Creditors

PRIME GROUP: Files Form 25 to Delist Series B Preferred Shares
PRIME GROUP: Posts $100,000 Q1 Net Loss, Mulls Asset Sales
PROTECTION ONE: Reports $4.8 Million Net Loss for March 31 Qtr
PROTECTION ONE: Lawsuits Filed Against GTCR Transaction
RICARDO ORTEGA: Case Summary & 15 Largest Unsecured Creditors

RICHARD HOYLE: Case Summary & 18 Largest Unsecured Creditors
RIVIERA HOLDINGS: May File for Chapter 11 Absent Refinancing
ROBERT LOCKWOOD: Files for Chapter 11 Bankruptcy Protection
ROBERT ROLLINS: Case Summary & 20 Largest Unsecured Creditors
SAINT VINCENT: Sets Procedures for 6th Avenue Staff House Sale

SEMGROUP LP: Oil & Gas Producers Sue Goldman, BP for Fraud
SEVEN FALLS: Has 30 Days to Secure New Financing
SECUREALERT INC: Extends Period for Purchase of Midwest's Interest
SEQUENOM INC: Unveils $51.6 Million Private Placement
SEQUENOM INC: Posts $16 Million Net Loss for First Quarter

SHOREBANK CORP: Raises More Than $125MM to Avoid Takeover
SINCLAIR BROADCAST: Swings to $10.9-Mil. Profit in Q1 2010
SMURFIT-STONE: Proposes to Enter Into Consulting Pact With Murphy
SMURFIT-STONE: Michigan Governor Wants Details on Closed Plant
SMURFIT-STONE: Files Form 10-Q for March 31 Quarter

SPARETIME FAMILY: Voluntary Chapter 11 Case Summary
SPCM SA: S&P Upgrades Rating on Long-Term Corp. Rating to 'BB-'
SPHERIS INC: Has Buyer for $17.5 Million Subordinated Note
STATION CASINOS: Plan Outline Hearing Scheduled for June 10
STATION CASINOS: Plan Exclusivity Extended Until June

STATION CASINOS: Sale Motion Not Ripe for Adjudication, Says Panel
STATION CASINOS: Employees Say Chapter 11 Plan Unconfirmable
SUMMIT HOTEL: Fortress Deal to Forbear Expired on May 17
SUNWEST MANAGEMENT: Sale to Blackstone Group Approved
TELETOUCH COMMS: Unit Inks Settlement with Hawk Electronics
THOMAS ENTERPRISES: Unit Slapped With Multimillion Civil Lawsuit
TLC VISION: Emerges from Chapter 11 as Private Company

TOWING AND RECOVERY: Case Summary & 20 Largest Unsecured Creditors
TRIBUNE CO: Rejecting Contract with Dun & Bradstreet
TRIBUNE CO: Chadbourne & Parke Bills $1.5 Million for March Work
TRIBUNE CO: Media Unit Makes Management Promotions
UNIFI INC: Files Form 10-Q for Period March 28 Quarter

UNIVERSAL HEALTH: Fitch Cuts IDR to 'BB'; Now Under Watch Negative
VERTIS HOLDINGS: Extends Expiration Dates of Exchange Offers
WARNER MUSIC: Posts $28 Million Net Loss for March 31 Quarter
WASHINGTON MUTUAL: Disclosure Statement Hearing Moved to June 3
WASHINGTON MUTUAL: Equity Holders Unsatisfied With Plan Revisions

WASHINGTON MUTUAL: Objects to AT&T's $8.96 Million Claim
WASHINGTON MUTUAL: Equity Panel Proposes Susman as Counsel
WASHINGTON MUTUAL: Willingham & Esopus Sue to Compel Annual Meet
WASHINGTON MUTUAL: OTS "Scolded" at Senate Hearing
WASHINGTON MUTUAL: Objects to Oregon's $29.3 Million Claim

WESTAR ENERGY: Moody's Affirms Ba2 Preferred Stock Rating
WILLBROS GROUP: Moody's Assigns B3 on Proposed Sr. Secured Notes
WORLDSPACE INC: Samara Bids $5.5 Million for Satellites
XERIUM TECHNOLOGIES: Wins Court OK for Baker as European Counsel
XERIUM TECHNOLOGIES: Can Hire AlixPartners as Financial Advisors

XERIUM TECHNOLOGIES: Elects New Members to Board of Directors
XERIUM TECHNOLOGIES: Files Amended 2009 Annual Financial Report
XM SATELLITE: Posts $10.6 Million Net Income for First Quarter
YEARBOOK PHOTOGRAPHY: Case Summary & Creditors List

* Three-Quarters of Distressed Exchanges May Default, Says Moody's
* April Claim Trades Set New Record, SecondMarket Says

* Attorney Amar Agrawal Joins Scott H. Marcus & Associates

* BOOK REVIEW: The Executive Guide to Corporate Bankruptcy


                            ********


AEROBICS INC: Blames Economic Downturn for Bankruptcy Filing
------------------------------------------------------------
According to The Orange County Register, Aerobics Inc. filed for
bankruptcy under Chapter 11 due to the general economic downturn,
the bankruptcy of the Company's largest customer which resulted in
the write-off of $1.3 million in receivables, and the loss of one-
third of the debtor's distribution.  Aerobics Inc. makes exercise
equipment.


AFFINITY GROUP: Posts $10,384,000 Net Loss for March 31 Qtr
-----------------------------------------------------------
Affinity Group Holding, Inc., reported a net loss of $10,384,000
for the three months ended March 31, 2010, from a net loss of
$4,571,000 for the same period a year ago.  Revenues were
$108,434,000 for the first quarter of 2010 from $105,053,000 for
the 2009 first quarter.

At March 31, 2010, the Company had total assets of $212,247,000
against total liabilities of $529,772,000, resulting in
stockholders' deficit of $317,525,000.

A full-text copy of the Company's Form 10-Q is available at no
charge at http://ResearchArchives.com/t/s?62b0

Ventura, Calif.-based Affinity Group Holding, Inc. is a holding
company and the direct parent of Affinity Group, Inc.  The Company
is an indirect wholly-owned subsidiary of AGI Holding Corp, a
privately-owned corporation.  The Company is a member-based direct
marketing organization targeting North American recreational
vehicle owners and outdoor enthusiasts.  In addition, the Company
is a specialty retailer of RV-related products.  The Company
operates through three principal lines of business, consisting of
(i) club memberships and related products and services, (ii)
subscription magazines and other publications including
directories, and (iii) specialty merchandise sold primarily
through the Company's 78 Camping World retail stores, mail order
catalogs and the Internet.

                          *     *     *

Affinity Group Holding Inc. continues to carry S&P's
(CCC/Negative/--) Corporate Credit Rating and Moody's Caa2
corporate family rating.


ALEN TALIBOV: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Joint Debtors: Alen Talibov
               Ludmila Talibov
               fka Ludmila Shclover
               87 Lake Road Terrace
               Wayland, MA 01778

Bankruptcy Case No.: 10-15373

Chapter 11 Petition Date: May 17, 2010

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

Judge: Henry J. Boroff

Debtor's Counsel: Vladimir von Timroth, Esq.
                  Law Office of Vladimir von Timroth
                  679 Pleasant Street
                  Paxton, MA 01612
                  Tel: (508) 753-2006
                  Fax: (508) 753-2002
                  E-mail: vontimroth@gmail.com

Scheduled Assets: $1,791,239

Scheduled Debts: $1,883,800

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/mab10-15373.pdf

The petition was signed by Alen Talibov and Ludmila Talibov.


ALION SCIENCE: Posts $9,165,000 Net Income for March 31 Qtr
-----------------------------------------------------------
Alion Science and Technology Corporation said net income was
$9,165,000 for the three months ended March 31, 2010, from net
income of $39,000 for the same period in 2009.  Net income was
$1,224,000 for the six months ended March 31, 2010, from a net
loss of $2,501,000 for the same six months period in 2009.

The Company said contract revenue was $203,546,000 for the three
months ended March 31, 2010, from $195,429,000 for the same period
in 2009.  Contract revenue was $409,284,000 for the six months
ended March 31, 2010, from $384,225,000 for the same period in
2009.

At March 31, 2010, the Company had total assets of $667,161,000
against total current liabilities of $171,138,000, senior secured
notes of $268,400,000, senior unsecured notes of $245,684,000,
accrued compensation, excluding current portion of $5,275,000,
accrued postretirement benefit obligations of $740,000, non-
current portion of lease obligations of $7,921,000, and deferred
income taxes of $33,818.

A full-text copy of the Company's Form 10-Q is available at no
charge at http://ResearchArchives.com/t/s?62ad

Alion hosted a conference call on May 20, 2010 at 1:30 p.m.
ET/10:30 a.m. PT to discuss financial results for the second
quarter of Alion's fiscal year 2010. Participants may join the
conference call by dialing 1-866-244-4530 (toll-free) 10 minutes
prior to the start of the conference.

                        About Alion Science

Alion Science and Technology Corporation, based in McLean, VA, is
an employee-owned company that provides scientific research,
development, and engineering services related to national defense,
homeland security, and energy and environmental analysis.
Particular areas of expertise include communications, wireless
technology, netcentric warfare, modeling and simulation, chemical
and biological warfare, program management.

                           *     *     *

Alion carries 'Caa3' corporate family and probability of default
ratings from Moody's.  Alion carries a 'B-' corporate credit
rating from Standard & Poor's.


ALLEGIANT TRAVEL: Moody's Assigns Ba3 Corporate, Stable Outlook
---------------------------------------------------------------
Moody's Investors Service assigned debt ratings to Allegiant
Travel Company: Corporate Family and Probability of Default
ratings of Ba3 and a Speculative Grade Liquidity rating of SGL-2.
The outlook is stable.  These are first time ratings of Allegiant.

Moody's also assigned a Ba3 rating to the planned issuance of
$250 million of senior unsecured notes due 2017 that Allegiant
announced on May 18, 2010,.  Moody's expects Allegiant to apply
the Note proceeds to payments for the balance of the purchase
price and induction costs for the MD 80 and Boeing 757 aircraft
under contract and to repayment of some or all of the about $37
million of aircraft mortgage debt outstanding at March 31, 2010,
with the balance being held for general corporate purposes.  The
Notes will be privately-placed and have registration rights.

"The Ba3 corporate family rating considers Allegiant's
differentiated business model that leads to lower unit costs and
higher operating margins relative to those of other rated
airlines, supports strong market share on its routes that focus on
small origination cities and drives down the need for capital,"
said Moody's airline analyst, Jonathan Root.  Moody's expects
Allegiant to sustain the profitability of its business model as it
continues to grow, notwithstanding the execution risk in its plan
to deploy a new aircraft type (B757-200ER) to serve the Hawaii
market and some concentration because of its emphasis on the Las
Vegas destination.  The low capital intensity of the MD-80 family
of aircraft, the significant labor cost advantage of the entirely
non-union operation, and service between secondary origination
cities and certain leisure destinations with limited direct
competition provide the foundation for Allegiant's airline
operations to achieve relatively strong profit margins and sustain
positive free cash flow generation.  The Ba3 rating also reflects
good liquidity and credit metrics that are strong for the rating
category.  Allegiant has greater operating flexibility relative to
many large airlines because of the low acquisition cost of its MD-
80 aircraft and that relatively few are debt-financed.
Consequently, unlike its highly-levered airline peers, it does not
need to maximize utilization of its fleet in order to generate
cash flow to meet debt service obligations.  The ratings also
anticipate no changes to Allegiant's proprietary distribution
model, which offers hotel and other travel services packages with
its airfares to broaden its appeal to potential customers.

The demonstrated financial results of 2008 and 2009, good
liquidity and the expectation that Allegiant will not change its
strategy -- by seeking to directly compete against the mainline
route networks of U.S. legacy or low-cost carriers, and/or by
further diversification of its current fleet of MD80's --
sufficiently mitigate the downwards pull of the factors that
typically strain an airline's credit profile including high
capital intensity, fuel price volatility, intense price
competition, low barriers to entry and economic cycles.  "The
company's historical financial results, industry leading unit
costs (ex-fuel) and credit metrics that are generally stronger
than the Ba rating category provide sufficient cushion for
maintaining the Ba credit profile should actual results trail
Moody's expectations," said Mr. Root.  These factors also help
mitigate ratings pressure of Allegiant's relatively small size,
limited operating history and lower yields that are a function of
its price-driven business model.

The SGL-2 rating reflects good liquidity, characterized by a large
cash balance relative to revenues and sustained free cash flow
generation, tempered by a lack of external liquidity and limited
financeable assets. Unrestricted cash exceeds debt and Moody's
anticipates that it will continue to do so, even after the closing
of the Notes offering.  Moody's expects that Allegiant's current
cash commitments will be covered by operating cash flows and cash
on hand.

The outlook could be changed to positive if Allegiant was to
sustain its current credit profile while executing its current
growth plan: expand its network footprint into new North American
cities and deploying the new fleet type for the Hawaii service.
Sustaining Funds from operations + Interest to Interest above 7.0
times and Debt to EBITDA below 2.0 times for an extended period
could lead to a change of the outlook to positive.  The outlook
could be changed to negative or the ratings downgraded if the
execution of its growth plan, particularly Hawaii service, leads
to meaningfully weaker credit metrics, such as Funds from
operations + Interest to Interest of below 4.5 times or Debt to
EBITDA of above 3.0 times.  Sustained higher fuel prices that
cause Allegiant, which does not currently utilize financial
derivatives to hedge exposure to the cost of fuel, to
significantly reduce its capacity could also pressure the ratings
as could a change in financial policy that results in larger
returns to shareholders in exchange for higher leverage.

Assignments:

Issuer: Allegiant Travel Company

- Probability of Default Rating, Assigned Ba3

- Speculative Grade Liquidity Rating, Assigned SGL-2

- Corporate Family Rating, Assigned Ba3

- Senior Unsecured Regular Bond/Debenture, Assigned 55 - LGD4 to
   Ba3

Allegiant Travel Company, headquartered in Las Vegas, Nevada,
operates a low-cost passenger airline marketed to leisure
travelers in small cities, selling air travel both on a stand-
alone basis and bundled with hotel rooms, rental cars and other
travel related services.


ALLIS-CHALMERS: Net Loss Widens to $9.5-Mil. in Q1 2010
-------------------------------------------------------
Allis-Chalmers Energy Inc. filed its quarterly report Form 10-Q,
showing a net loss of $9.5 million on $140.3 million of revenues
for the three months ended March 31, 2010, compared with a net
loss of $2.6 million on $145.1 million of revenues during the same
period a year ago.

The Company's balance sheet at March 31, 2010, showed
$1.067 billion in total assets and $592.6 million in total
liabilities, for a total stockholders' equity of $474.8 million.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?62c5

                  About Allis-Chalmers Energy

Houston, Texas-based Allis-Chalmers Energy Inc. (NYSE: ALY) --
http://www.alchenergy.com/-- is a multi-faceted oilfield services
company.  Allis-Chalmers provides services and equipment to oil
and natural gas exploration and production companies, domestically
primarily in Texas, Louisiana, New Mexico, Oklahoma, Arkansas,
offshore in the Gulf of Mexico, and internationally, primarily in
Argentina, Brazil and Mexico.  Allis-Chalmers provides directional
drilling services, casing and tubing services, underbalanced
drilling, production and workover services with coiled tubing
units, rental of drill pipe and blow-out prevention equipment, and
international drilling and workover services.

                         *     *     *

Allis-Chalmers carries 'B-' issuer credit ratings, with stable
outlook, from Standard & Poor's.  It has 'B3' corporate family and
probability of default ratings, with stable outlook, from Moody's.
Its senior unsecured debt has 'Caa1' senior unsecured debt rating
from Moody's.


ALMATIS BV: Seeks Court Approval to Hire S&B as Auditors
--------------------------------------------------------
Almatis B.V. and its affiliated debtors seek approval from the
U.S. Bankruptcy Court for the Southern District of New York to
employ Schultze & Braun GmbH Rechtanwaltsgesellschaft
Wirtschaftspr fungsgesellschaft as their auditor effective as of
April 30, 2010.

The Debtors want to tap the firm to verify the feasibility of the
contemplated restructuring according to any plan of
reorganization from the individual perspective of the Debtors
incorporated in Germany, particularly with respect to their going
concern in the future, according to Almatis Chief Executive Remco
de Jong.

Schultze & Braun GmbH will also provide other auditing services
upon agreement with the Debtors, Mr. de Jong says.

In return for its services, the firm will be paid on an hourly
basis and will be reimbursed for it necessary expenses.  A list
of Schultze & Braun GmbH's professionals who are expected to
provide the services and their hourly rates is available at:

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

Jens Weber, a partner at Schultze & Braun GmbH, assures the Court
that his firm does not have interest adverse to the
interest of the Debtors' estates, creditors or 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.

Bankruptcy Creditors' Service, Inc., publishes Almatis Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding and
ancillary foreign proceedings undertaken by Alamtis B.V., and its
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


ALMATIS BV: Wants Linklaters as U.K. and Germany Counsel
--------------------------------------------------------
Almatis B.V. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Southern District of New York to allow them to
employ Linklaters LLP as their special corporate counsel effective
as of April 30, 2010.

The Debtors selected Linklaters because of its extensive expertise
in corporate matters and because of its prior representation of
the Debtors, Almatis Chief Executive Remco de Jong says.

Prior to their bankruptcy filing, the Debtors were assisted by the
firm in connection with their proposed financial restructuring as
well as in the negotiation of possible out-of-court restructuring
alternatives.

As special corporate counsel to the Debtors, Linklaters will:

  (1) advise the Debtors and assist their general bankruptcy
      counsel in connection with their prepetition credit,
      security and intercreditor agreements, exit financing,
      security and capital structure, among other things;

  (2) advise the Debtors and assist their bankruptcy counsel in
      formulating and drafting disclosure statement for their
      restructuring plan;

  (3) advise the Debtors and assist their bankruptcy counsel
      with respect to cross-border issues implicating laws of
      foreign jurisdictions particularly the laws of the
      United Kingdom and Germany; and

  (4) attend meetings, participate in negotiations and appear
      before the U.S. Bankruptcy Court or any other courts.

The Debtors will pay Linklaters for its services on an hourly
basis and will reimburse the firm for its necessary expenses.
The Linklaters professionals expected to provide the contemplated
services to the Debtors and their hourly rates are:

  Professionals          Resident Office     Hourly Rates
  -------------          ---------------     ------------
  Robert Elliott             London             GBP625
  Bruce Bell                 London             GBP625
  Michal Hlasek          London/Frankfurt       GBP625
  Kolja von Bismarck        Frankfurt           GBP625
  Paul Kuipers              Amsterdam           GBP625
  Verena Etzel              Frankfurt           GBP460
  Jacqueline Ingram          London             GBP280
  Birgit Weckler            Frankfurt           GBP280

Mr. Elliot, Esq., a partner at Linklaters, assures the Court that
his firm does not hold or represent interest adverse to the
Debtors and their estates.

                       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.

Bankruptcy Creditors' Service, Inc., publishes Almatis Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding and
ancillary foreign proceedings undertaken by Alamtis B.V., and its
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


ALMATIS BV: Applies for De Brauw as Dutch Counsel
-------------------------------------------------
Almatis B.V. and its debtor-affiliates seek permission from the
U.S. Bankruptcy Court for the Southern District of New York to
employ De Brauw Blackstone Westbroek N.V. as their special Dutch
counsel effective April 30, 2010.

As special counsel, De Brauw Blackstone will advise the Debtors
and assist their general bankruptcy counsel on matters including
Dutch corporate law and cross-border issues implicating laws of
foreign jurisdictions.  The firm will also be required to attend
meetings and participate in negotiations, or appear before the
U.S. Bankruptcy Court or any other court.

In return for its services, De Brauw Blackstone will be paid on
an hourly basis and will be reimbursed for it necessary expenses.
The firm's professionals who are expected to provide the services
and their hourly rates are:

  Professionals                Hourly Rates
  -------------                ------------
  Ruud Hermans                    EUR675
  Harm-Jan de Kluiver             EUR675
  Rene Clumpkens                  EUR675
  Klaas de Vries                  EUR450
  Gwenaelle Pennec                EUR450
  Rob van den Sigtenhorst         EUR375

Pursuant to an agreement between the Debtors and De Brauw
Blackstone, the firm's hourly fees will be discounted by 18%.  If
however the Debtors' restructuring is successful, the firm will
be entitled to full payment of its earned fees.

Rudolf Martinus Hermans, Esq., a shareholder of De Brauw
Blackstone, assures the Court that his firm does not hold or
represent interest that is adverse to that of the Debtors'
estates.

                       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.

Bankruptcy Creditors' Service, Inc., publishes Almatis Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding and
ancillary foreign proceedings undertaken by Alamtis B.V., and its
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


ALMATIS BV: Proposes Schultze & Braun as German Counsel
-------------------------------------------------------
Almatis B.V. and its units seek the U.S. Bankruptcy Court's
authority to employ Schultze & Braun GmbH echtsanwaltsgesellschaft
as special German counsel to their management effective as of
April 30, 2010.

Schultze & Braun, as special counsel, will advise the Debtors'
management on issues involving German law particularly in respect
of the continuation prognosis depending on the development of the
Debtors' Chapter 11 cases.  The firm will also advise the
management and assist the Debtors' general bankruptcy counsel on
cross-border issues implicating laws of foreign jurisdictions.

Schultze & Braun will also be required to attend meetings,
participate in negotiations, and appear before the U.S. Bankruptcy
Court or any other court.

Schultze & Braun will be paid on an hourly basis and will be
reimbursed for it expenses.  A list of the firm's professionals
who are expected to provide the services and their hourly rates
is available at http://bankrupt.com/misc/Almatis_Schultze.pdf

Christopher Alexander von Wilcken, Esq., at Schultze & Braun,
assures the Court that the firm does not hold or represent
interest adverse to the Debtors and their estates.

                       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.

Bankruptcy Creditors' Service, Inc., publishes Almatis Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding and
ancillary foreign proceedings undertaken by Alamtis B.V., and its
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


AMERICAN GENERAL CORP: Swings to $12.4MM Profit for Q1 of 2010
--------------------------------------------------------------
American General Finance Corporation filed its quarterly report on
Form 10-Q, showing net income of $12.4 million on $599.0 million
of revenue for the three months ended March 31, 2010, compared
with a net loss of $240.6 million on $585.2 million of revenue for
the same period of 2009.

Net income for the three months ended March 31, 2010, compared to
the net loss for the three months ended March 31, 2009, reflected
lower provision for finance receivable losses, higher other
revenues resulting from foreign exchange gains on foreign currency
denominated debt and derivatives adjustments, and benefit from
income taxes, partially offset by lower finance charges primarily
resulting from the 2009 sales of real estate loan portfolios as
part of the Company's liquidity management efforts.

The Company's balance sheet as of March 31, 2010, showed
$20.2 billion in assets, $17.8 billion of liabilities, and
$2.4 billion of stockholders' equity.

As reported in the Troubled Company Reporter on March 8, 2010,
PricewaterhouseCoopers LLP, in Chicago, Illinois, said that the
Company is dependent upon the continued financial support of its
ultimate parent company, American International Group, Inc., to
meet its financial obligations as they become due and to support
its ongoing operations.  Due to a combination of the challenges
facing AIG, its dependency on AIG, its liquidity concerns, its
results of operations, downgrades of its credit ratings by the
rating agencies, and the turmoil in the capital markets, the
Company currently has no access to the unsecured debt market.

In its Form 10-Q for the current quarter, AGFC says it believes
that it will have adequate liquidity to finance and operate its
businesses and repay its obligations as they become due for at
least the next twelve months.  "It is possible that the actual
outcome of one or more of our plans could be materially different
than expected or that one or more of our significant judgments or
estimates about the potential effects of these risks and
uncertainties could prove to be materially incorrect.  If one or
more of these possible outcomes is realized and third party
financing is not available, we may need additional support to meet
our obligations as they become due.  Under these adverse
assumptions, without additional support in the future, there could
exist substantial doubt about our ability to continue as a going
concern."

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

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

Evansville, Ind.-based American General Finance Corporation is a
financial services holding company with subsidiaries engaged in
the consumer finance and credit insurance businesses.
At December 31, 2009, the Company had 1,178 branch offices in 39
states, Puerto Rico and the U.S. Virgin Islands; foreign
operations in the United Kingdom; and approximately 6,500
employees.  AGFC is a wholly owned subsidiary of American General
Finance, Inc.  Effective June 29, 2007, AGFI became a direct
wholly owned subsidiary of AIG Capital Corporation, a direct
wholly owned subsidiary of American International Group, Inc.


AMERICAN GENERAL FINANCE: Earns $7.6 Million in Q1 2010
-------------------------------------------------------
American General Finance, Inc., filed its quarterly report on Form
10-Q, showing net income of $7.6 million on $601.7 million of
revenue for the three months ended March 31, 2010, compared with a
net loss of $248.1 million on $597.6 million of revenue for the
same period of 2009.

Net income for the three months ended March 31, 2010, compared to
the net loss for the three months ended March 31, 2009, reflected
lower provision for finance receivable losses, higher other
revenues resulting from foreign exchange gains on foreign currency
denominated debt and derivatives adjustments, and benefit from
income taxes, partially offset by lower finance charges primarily
resulting from the 2009 sales of real estate loan portfolios as
part of the Company's liquidity management efforts.

The Company's balance sheet as of March 31, 2010, showed
$19.9 billion in assets, $18.0 billion of debts, and $1.9 billion
of stockholders' equity.

As reported in the Troubled Company Reporter on March 9, 2010,
PricewaterhouseCoopers LLP, in Chicago, Illinois, said that the
Company is dependent upon the continued financial support of its
ultimate parent company, American International Group, Inc., to
meet its financial obligations as they become due and to support
its ongoing operations.  Due to a combination of the challenges
facing AIG, its dependency on AIG, its liquidity concerns, its
results of operations, downgrades of its credit ratings by the
rating agencies, and the turmoil in the capital markets, the
Company currently has no access to the unsecured debt market.

In its Form 10-Q for the current quarter, AGFI says that
based on its estimates and taking into account the risks and
uncertainties of its plans, it believes that it will have adequate
liquidity to finance and operate its businesses and repay its
obligations as they become due for at least the next twelve
months.

"It is possible that the actual outcome of one or more of our
plans could be materially different than expected or that one or
more of our significant judgments or estimates about the potential
effects of these risks and uncertainties could prove to be
materially incorrect.  If one or more of these possible outcomes
is realized and third party financing is not available, we may
need additional support to meet our obligations as they become
due. Under these adverse assumptions, without additional support
in the future, there could exist substantial doubt about our
ability to continue as a going concern."

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

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

Evansville, Ind.-based American General Finance, Inc. was
incoporated in Indiana is 1974 to become the parent holding
company of American General Finance Corporation.  AFGC is a
financial services holding company with subsidiaries engaged in
the consumer finance and credit insurance businesses.  Effective
June 29, 2007, AGFI became a direct wholly owned subsidiary of AIG
Capital Corporation, a direct wholly owned subsidiary of American
International Group, Inc.


AMERICAN INT'L: Board Appoints New Executives
---------------------------------------------
American International Group, Inc., on May 14 said the AIG Board
of Directors has elected:

     -- William N. Dooley, as AIG Executive Vice President,
        Financial Services;

     -- Mark Herr, as AIG Vice President, Corporate Media
        Relations; and

     -- Tal Kaissar, as AIG Vice President and Director of Taxes.

Mr. Dooley is responsible for the AIG Financial Services business,
which includes International Lease Finance Corporation, American
General Finance, Inc., and AIG Consumer Finance Group, Inc. Mr.
Dooley reports to AIG President and Chief Executive Officer Robert
N. Benmosche and was most recently AIG Senior Vice President,
Financial Services. Since joining AIG in 1978, he has served in
various senior roles in AIG's financial management and investment
areas, including Vice President and Treasurer of AIG, Senior Vice
President and Chief Investment Officer of American International
Underwriters, and Senior Vice President and Treasurer of AIG
Investment Corporation. He was elected AIG Vice President in 1996
and AIG Senior Vice President in 1998. Before joining AIG, Mr.
Dooley was employed by European American Bank, New York. He
received a B.S. in Business Administration from Manhattan College
and an M.B.A. in Finance from Pace University.

Mark Herr will oversee all aspects of AIG's corporate media
relations, including developing and implementing AIG's media
relations strategy, counseling senior management on media affairs,
and coordinating media activities with AIG's communications
professionals around the world. Mr. Herr joined the AIG media
relations team in early 2009, initially focusing on divestitures
and other activities related to AIG's restructuring. Later, his
media relations responsibilities were expanded to include legal,
regulatory and public policy issues. Mr. Herr reports to Christina
Pretto, AIG Senior Vice President, Corporate Communications.

Mr. Herr joined AIG from Merrill Lynch, where he served as chief
media spokesperson and strategist for legal, regulatory and public
policy issues. Prior to joining Merrill Lynch, Mr. Herr served as
the Director and Assistant Attorney General in charge of New
Jersey's Division of Consumer Affairs and Bureau of Securities.
Earlier in his career, Mr. Herr was in private practice as a
litigator, served as a speechwriter for New Jersey Governor Tom
Kean, and worked as a reporter for United Press International, the
Atlanta Journal, and the Bergen Record. Mr. Herr earned a
bachelor's degree from Colgate University, a master's degree from
Columbia University, and his law degree from Seton Hall
University's School of Law.

As AIG Vice President and Director of Taxes, Mr. Kaissar has
accounting, reporting, and transactional responsibilities for all
aspects of AIG taxation worldwide. He reports to David L. Herzog,
AIG Executive Vice President and Chief Financial Officer. Mr.
Kaissar joined AIG's Corporate Tax group in 2007 as Director, Tax
Operations. He had previously served as Co-Head of Global Tax
Accounting for Citigroup, which he joined after serving in
progressively responsible tax roles in Ernst & Young's Financial
Services practice, including tax Senior Manager. Mr. Kaissar
earned his B.S. from Rutgers University and is a Certified Public
Accountant.

                            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: Henri Courpron Joins ILFC as President and CEO
--------------------------------------------------------------
American International Group, Inc., and International Lease
Finance Corporation said aviation industry veteran Henri Courpron
has joined ILFC as President and Chief Executive Officer.  Mr.
Courpron, 47, succeeds ILFC Vice Chairman Alan Lund, who has
served as interim ILFC President and CEO since March. Mr. Courpron
will be based in ILFC's Los Angeles headquarters.

"Henri Courpron, one of the aviation industry's most experienced
leaders, is joining the ILFC team at a very exciting time," said
Robert H. Benmosche, AIG President and CEO. "ILFC, the leading
franchise in the aircraft leasing arena, is clearly positioned for
the future, and we are greatly looking forward to Henri's
leadership as we continue to extend ILFC's position as the
industry's pre-eminent competitor.

"ILFC has established real momentum over the last several months,"
Mr. Benmosche said. "Having stabilized the company's financial
position, ILFC is now ready to begin growing its fleet. We have
reiterated our commitment and the depth of our resources available
to our customers across the industry, and the financial markets
have demonstrated their confidence in the ILFC team and franchise.
As is well-known, ILFC has raised more than $8 billion in
liquidity from new debt, bank debt maturity extensions, and
aircraft sales.

"I'd like to personally thank Alan Lund for his leadership and
dedication," Mr. Benmosche said. "Much of the credit for the
dramatic improvement in ILFC's financial position belongs with
Alan, and we are delighted that he has agreed to remain during the
transition. Alan is a true partner."

"Henri is well-known in the aviation industry for his customer
focus, and ILFC and its customers will benefit from that as we
remain committed to ILFC's position as a strong, enduring
franchise," said Douglas M. Steenland, chairman of ILFC's Board
and a member of the AIG Board of Directors.

Henri Courpron began his aviation career in 1987 with Aerospatiale
+ Airbus-France, where he held management positions in procurement
and sales before moving to Airbus-North America to serve from 1992
to 2005 in various executive positions, including President and
CEO of Airbus North America Holdings. He returned to France where
he served until 2007 as Airbus Executive Vice President --
Procurement. He joins ILFC from the Seabury Group, an advisory and
investment banking firm in aviation and aerospace based in New
York and Toulouse, France, where he was President.

ILFC is the international market leader in the leasing and
remarketing of advanced technology commercial jet aircraft to
airlines around the world. ILFC owns a portfolio consisting of
approximately 1,000 jet aircraft.

                           *     *     *

The Wall Street Journal's Daniel Michaels and Serena Ng report
that Mr. Courpron said he was approached for the ILFC top job by
Douglas Steenland, an AIG director and former CEO of Northwest
Airlines who became ILFC's nonexecutive chairman in late 2009.
The report notes the two have known each other since Mr. Courpron
was an Airbus sales executive in the U.S. handling Northwest
Airlines, a major Airbus client.  Mr. Courpron's selection as
ILFC's next leader "was a consensus decision" reached by Mr.
Steenland, interim CEO Alan Lund and Mr. Benmosche, according to a
person familiar with the matter, the Journal relates.

The source told the Journal, Mr. Courpron impressed them with his
"unparalleled" sales and marketing skills, and "his contacts in
the industry are wide and deep."  The source added that the new
CEO should "be able to effectively place [leases for] airplanes
and keep them placed."

                            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: Judicial Watch Files Lawsuit to Obtain Documents
----------------------------------------------------------------
Judicial Watch, the public interest group that investigates and
prosecutes government corruption, filed a Freedom of Information
Act (FOIA) lawsuit on May 11 against the Board of Governors of the
Federal Reserve System for documents related to the bailout of
American International Group (AIG) and the bankruptcy of Lehman
Brothers.  The lawsuit was filed on behalf of former Federal
Reserve employee Vern McKinley.  The lawsuit is part of Judicial
Watch's comprehensive investigation to determine under what legal
authorities and lawful rationales the federal government initiated
the Wall Street bailouts.

With his March 21, 2010, FOIA request targeting information
related to the AIG bailout, McKinley requested: "... any and all
communications and records concerning or relating to the Board [of
Governors'] decision that detail that 'the disorderly failure of
AIG was likely to have a systemic effect on financial markets that
were already experiencing a significant level of fragility,' as
described in the [Board] meeting minutes."

With his March 28, 2010, FOIA request targeting information
related to Lehman Brothers, McKinley requested: "... any and all
communications and records regarding analysis undertaken regarding
Lehman Brothers and the assessment in September 2008 or earlier of
what 'contagion' might have flowed from Lehman Brother's filing of
bankruptcy, as the word contagion was used in the case of the
Board of Governors' deliberations over Bear Stearns... or
'systemic effect of financial markets' that may have flowed from a
Lehman Bankruptcy as the phrase was used in the Board of
Governors' deliberations over American International Group... "

The Board of Governors acknowledged receipt of both FOIA requests
but failed to respond within the statutory allotted time period,
prompting McKinley's lawsuit.

"We are now trillions of taxpayer dollars into these financial
bailouts and a fundamental question remains unanswered: Under what
authority did the federal government take such a radically
intrusive approach to the financial crisis? How were the bailout
winners and losers chosen? The Federal Reserve and the Obama
administration owe the American people an explanation," said
Judicial Watch President Tom Fitton.

Judicial Watch currently has two additional FOIA lawsuits ongoing
on behalf of Mr. McKinley related to the bailouts of Bear Stearns,
Bank of America and Citigroup. Visit www.JudicialWatch.org to
access documents related to these lawsuits.

                          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.

                     About Lehman Brothers

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

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

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

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

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

               International Operations Collapse

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

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

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


AMR CORP: American Eagle President & CEO P. Bowler Retires
----------------------------------------------------------
AMR Corp., parent company of American Airlines and American Eagle,
disclosed that American Eagle President and CEO Peter Bowler has
chosen to retire, after a distinguished 26-year career with
American and American Eagle.

"It has been the highlight of my airline career to be the
President and CEO of American Eagle," said Bowler.  "I am grateful
for the opportunity to have served with the wonderful people of
American Eagle and am proud of the fact that we have successfully
navigated more than 11 years of constant change."

Bowler added, "We responded quickly to the dramatic events of our
times - from 9/11 to wars in Afghanistan and Iraq; from epidemics
to oil spikes and the global financial crisis.  Unlike many
competitors, American Eagle avoided bankruptcy or labor strife,
established an excellent safety culture and safety record and
revitalized our fleet and facilities."

"For more than a decade, Peter has led the American Eagle team
through one of the most challenging periods in our industry.  He
has also been a key member of American's Executive Committee
during this period," said AMR Chairman and CEO Gerard Arpey.

Arpey added, "With a comprehensive understanding of the airline
business and a deep concern for Eagle's people, he has overseen
the transition of American Eagle to one of the largest regional
jet operators in the world, offering over 1,600 flights a day to
destinations throughout the U.S., Canada, the Caribbean and
Mexico.  I offer my sincere thanks for his leadership and many
contributions to American and American Eagle."

Bowler joined American in 1984 and held a variety of staff and
line positions in the Sales, Marketing, Human Resources, and
Information Technology departments at American before moving to
American Eagle in 1998.  He will stay on in his current role until
a successor is named.

                   About AMR Corporation

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

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

                           *     *     *

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


APIERON INC: Aerocrine Buys Apieron's Business, IP Assets
---------------------------------------------------------
Bankruptcy Law360 reports that Aerocrine AB has bought the
business and intellectual property assets of Apieron Inc.,
bringing partial resolution to a long-running patent dispute
between the companies over lung inflammation monitors.

Aerocrine won the assets in a Chapter 7 bankruptcy auction in the
U.S. Bankruptcy Court for the Northern District of California on
May 12, Law360 says.


ARVINMERITOR INC: Files Quarterly Report on Form 10-Q with SEC
--------------------------------------------------------------
ArvinMeritor Inc. filed with Securities and Exchange Commission on
its quarterly report Form 10-Q for the period ended March 31,
2010.

As also disclosed in an earnings released by the Company last
week, the Company reported net income of $17.0 million on $1.2
billion of revenue for quarter ended March 31, 2010, compared with
a net loss of $49.0 million on $962.0 million of revenue during
the same period a year ago.  The Company attributes the increase
in sale to strengthening in most original equipment markets
globally.

The Company's balance sheet at March 31, 2010, showed
$2.769 billion in total assets and $3.646 billion in total
liabilities, for a $877.0 million stockholders' deficit.
Stockholder's deficit was at $1.166 billion at March 31, 2009.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?62a9

                      About ArvinMeritor Inc.

Based in Troy, Michigan, ArvinMeritor, Inc. (NYSE: ARM) --
http://www.arvinmeritor.com/-- is a premier global supplier of a
broad range of integrated systems, modules and components to the
motor vehicle industry.  The Company marks its centennial
anniversary in 2009, celebrating a long history of 'forward
thinking.'  The company serves commercial truck, trailer and
specialty original equipment manufacturers and certain
aftermarkets, and light vehicle manufacturers.

ArvinMeritor reported $2.5 billion in total assets against
$3.61 billion in total liabilities, resulting to a stockholders'
deficit of $1.11 billion as of December 31, 2009.

                            *    *    *

In January 2010, Moody's Investors Service affirmed the Corporate
Family and Probability of Default ratings of ArvinMeritor, Inc.,
at 'Caa1'.


ASARCO LLP: Settles Environmental Claims in Texas for $1.75M
------------------------------------------------------------
Bankruptcy Law360 reports that Asarco LLP has agreed to pay $1.75
million to resolve claims related to a 1995 settlement in Texas
involving the company's liability for environmental damage.

Asarco on Tuesday asked the U.S. Bankruptcy Court for the Southern
District of Texas to approve the settlement, according t Law360.

                         About Asarco LLC

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

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

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

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


ATLANTIC MARINE: Moody's Keeps 'B2' Corporate After Sale to BAE
---------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Atlantic Marine
Holding Company, including the B2 corporate family, after the
announced sale of Atlantic Marine to BAE Systems (Baa2/Stable).
BAE Systems' press release of May 18, 2010, cited a definitive
agreement to acquire Atlantic Marine from J.F. Lehman & Company
for $352 million cash.  Funding would come from BAE's existing
cash resources. The acquisition would exclude Atlantic Marine's
Boston and Philadelphia operations.  The proposed acquisition,
expected to close in Q3-2010, is subject to regulatory approval.

According to Atlantic Marine, the transaction would trigger a
change of control provision under its existing first lien credit
agreement, and would require repayment of that facility's debt.
(The first lien term loan had a $179 million balance, while the
revolver was undrawn and backed about $23 million of letters of
credit on March 31, 2010,.)  As a result of all the rated debt
being repaid ratings would be withdrawn at close.

The B2 corporate family rating and stable outlook reflect Atlantic
Marine's modest size and moderate leverage level and expectation
of an adequate liquidity profile.  The outlook acknowledges two
leverage ratio covenant test step-downs upcoming: one in Q3-2010,
and the other in Q4-2010,.  Atlantic Marine finished Q1-2010, with
over $20 million of cash, most of which should remain available in
2010, to prepay term loan if need be, to maintain next-twelve
month covenant compliance.

Other ratings affirmed:

- Probability of default B3

- $45 million first lien revolver due 2013 B2 LGD 3, 36%

- $179 million first lien term loan due 2014 B2 LGD 3, 36%

Atlantic Marine Holding Company, headquartered in Jacksonville,
FL, is a provider of ship maintenance, repair, overhaul, and
conversion and marine fabrication services for U.S. Navy,
government, commercial and offshore oil and gas industry vessels.
The company operates shipyards and dry docking facilities in
Jacksonville FL, Mobile AL, Mayport FL, Boston MA, Philadelphia
PA, and Moss Point MS. Revenues for 2009, were $334 million.


AVISTAR COMMS: Files Form 10-Q for March 31 Quarter
---------------------------------------------------
Avistar Communications Corporation filed its quarterly report on
Form 10-Q with the Securities and Exchange Commission.

The Company disclosed that total revenue was $14.8 million, as
compared to $2.6 million for the quarter ended March 31, 2009.
The increase was primarily due to the license and sale of patents
for $14.0 million which was recognized as revenue in the first
quarter of 2010.

Net income in the first quarter of 2010 was $10.2 million, or
$0.26 per basic and diluted share, as compared to a net loss of
$415,000, or a loss of $0.01 per basic and diluted share, in the
first quarter of 2009.

As of March 31, 2010, the Company had total assets of
$2.070 million against total liabilities of $5.120 million,
resulting in stockholders' deficit of $3.050 million.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?62c2

                   About Avistar Communications

Headquartered in San Mateo, California, Avistar Communications
Corporation (Nasdaq: AVSR) -- http://www.avistar.com/-- holds a
portfolio of 80 patents for inventions in video and network
technology and licenses IP to videoconferencing, rich-media
services, public networking and related industries.  Current
licensees include Sony Corporation, Sony Computer Entertainment
Inc. (SCEI), Polycom Inc., Tandberg ASA, Radvision Ltd. and
Emblaze-VCON.


BARCALOUNGER CORP: Files for Chapter 11 to Sell Assets
------------------------------------------------------
Reuters reports that Barcalounger Corp. filed for bankruptcy
protection under Chapter 11 in the U.S. Bankruptcy Court in
Delaware, citing a sales downturn that left the Company unable to
survive.

According to Reuters, HPC3 Furniture Holdings agreed to bid for
the Company's assets for $1.5 million.  HPC3 Furniture will be
deemed to have waived a $32.44 million claims against the Company
if the sale is approved.

The Company said it cannot generate enough profit to continue as a
going concern because of the dire turn in national furniture sales
due, in large part, to the global economic downturn.

Barcalounger Corp. began making reclining chairs in World War II.
The Company listed assets of between $1 million and $10 million,
and debts of between $10 million and $50 million in its bankruptcy
petition.

Barcalounger said an affiliate of Los Angeles-based investment
firm Hancock Park Associates owns all its equity.


BBN MERCER: Case Summary & 7 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: BBN Mercer, LLC
        107 Stokely Road, Suite 102
        Wilmington, NC 28403

Bankruptcy Case No.: 10-03971

Chapter 11 Petition Date: May 17, 2010

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

Judge: Stephani W. Humrickhouse

Debtor's Counsel: George M. Oliver, Esq.
                  Oliver & Friesen, PLLC
                  P.O. Box 1548
                  New Bern, NC 28563
                  Tel: (252) 633-1930
                  Fax: (252) 633-1950
                  E-mail: efile@oliverandfriesen.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 7 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/nceb10-03971.pdf

The petition was signed by Mark Brisson, manager/member.


BEVERAGE & MORE: S&P Changes 'B-' Corporate Outlook to Positive
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Concord, Calif.-based Beverages & More! Inc. to positive from
negative.

According to S&P: "At the same time, we are raising the issue-
level rating on the company's senior secured notes to 'B-' from
'CCC+', revising the recovery rating to '4' from '5', and
affirming our 'B-' corporate credit rating.  The outlook revision
reflects the strong performance over the past year during a
difficult retail environment, the substantial improvement in
credit metrics, and our expectation for continued operational
gains over the near term.  We are raising the issue-level rating
because of the company's ability to manage its growth relatively
well. In our view, this has resulted in a higher valuation since
our initial assessment in 2007.

"The speculative-grade ratings on Beverages & More! Inc. (BevMo)
reflect the company's participation in the highly competitive
alcoholic beverage retail industry, limited regional focus, small
size and market share, dependency on product introductions from
producers for growth, highly levered capital structure, and thin
cash flow protection measures," said Standard & Poor's credit
analyst David Kuntz.

Performance was relatively robust over the past year despite
modest top-line pressures.  Operational gains were due in part to
higher product margins.  We anticipate that these good trends are
likely to continue over the near term with improvements coming
through new store growth, enhanced store profitability, positive
operating leverage, and increasing economies of scale.


BORGER HOSPITALITY: Files for Chapter 11 Bankruptcy Protection
--------------------------------------------------------------
Greg Sherman at CBS 7 News says Borger Hospitality filed for
Chapter 11 bankruptcy protection.  Citizens National Bank and the
company are waiting for a federal judge to approve a
reorganization plan before work at Baymont Inns and Suites in
Stanton can be completed.


BROWN PUBLISHING: Dolan Media Objects to Sale to Insiders
---------------------------------------------------------
Bloomberg News reports that Brown Publishing Co. is seeking
approval from the Bankruptcy Court to implement an auction process
to test whether there would be rival offers to the $15.9 million
bid from insiders for the purchase of all of the Company's the
publications.  The prospective buyers include Roy Brown, the
Company's president and chief executive officer.  The Company had
said no other possible buyer was willing to buy the assets on
acceptable terms.

According to Bloomberg, Dolan Media Co., the publisher of the Long
Island Business News, recently filed papers in the Bankruptcy
Court objecting to the proposed sale procedures and saying its
attempts at negotiating a purchase were rebuffed.  Dolan contends
a breakup fee is unnecessary for the insiders.  Dolan also
believes an accelerated auction and the proposed terms of sale
unfairly benefit insiders.

                      About Brown Publishing

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

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


CABLEVISION SYSTEMS: Posts $74.1MM Net Income for March 31 Qtr.
---------------------------------------------------------------
Cablevision Systems Corporation filed its quarterly report on Form
10-Q, disclosing $74.1 million of net income on $1.7 billion
revenues for the three months ended March 31, 2010, compared with
net income of $21.0 million on $1.6 billion of revenue during the
same period a year earlier.

The Company's balance sheet at Dec. 31, 2010, showed $7.3 billion
in total assets and $13.5 billion in total liabilities, for a
stockholders' deficit of $6.2 billion.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?62a8

                    About Cablevision Systems

Headquartered in Bethpage, New York, Cablevision Systems Corp. is
predominantly a domestic cable TV multiple system operator serving
approximately 3.1 million subscribers in and around the New York
metropolitan area.  Among other entertainment-and media-related
business ventures, the company also owns and distributes
programming to cable television and direct broadcast satellite
providers throughout the United States through its Rainbow
National Services subsidiary.

Cablevision Systems reported net earnings of $285.3 million on
revenue of $7.77 billion for the year ended December 31, 2009,
compared with a net loss of $236.17 million on revenue of
$7.23 billion for 2008.  Cablevision reported $9.32 billion in
total assets and $14.47 billion in total liabilities, resulting in
a $5.16 billion stockholders' deficit as of December 31, 2009.

                          *     *     *

Cablevision carries Standard & Poor's 'BB' corporate credit rating
and Moody's "Ba2" Corporate Family and Probability of Default
Ratings.


CALIFORNIA: Calpers Seeks Extra $600-Mil. Despite Budget Deficit
----------------------------------------------------------------
Michael B. Marois at Bloomberg's BusinessWeek reports that the 13-
member governing board of the California Public Employees'
Retirement System, the largest U.S. public pension, was set to
vote Wednesday to increase the amount the state of California must
pay as its share of retirement costs to $3.9 billion in the fiscal
year that starts July 1.  The state put in $3.3 billion this year.
Calpers, according to the report, wants an extra $600.7 million
from the state, which is confronting a $19 billion budget deficit.

According to Bloomberg, Calpers managers have said the increase is
needed after a 24% drop in the fund's value in the past fiscal
year.  Bloomberg relates that to help close the budget gap,
Governor Arnold Schwarzenegger has proposed ending welfare
programs and most day-care subsidies.  He has said pension raises
in 1999 by Democrats cost too much and has demanded lawmakers
retract them.

Gov. Schwarzenegger, 62, a two-term Republican, said in a
statement Tuesday, "Every additional dollar we spend on state
employee pensions is a dollar we take from education, health, and
public safety."


CALIFORNIA STEEL: S&P Affirms 'BB-' Corporate; Outlook Now Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Fontana, Calif.-based California Steel Industries Inc. (CSI) to
stable from negative.  At the same time, S&P affirmed its ratings
on the company, including its 'BB-' corporate credit rating.

"The outlook revision reflects our expectation that California
Steel is likely to achieve and sustain credit measures appropriate
for the current 'BB-' rating over the intermediate term, given our
assessment of the company's weak business risk profile, limiting
the risk of a downgrade," said Standard & Poor's credit analyst
Maurice Austin.  This is due to our view that steel demand is
experiencing an orderly increase.  In addition, our base case
macroeconomic assumption is for U.S. GDP to increase 3% in 2010
and expand by 2.9% in 2011.

S&P said, "The stable outlook also incorporates our view that we
expect California Steel's operating performance to continue to
improve sequentially, after posting better-than-expected first-
quarter performance, and that it will successfully negotiate a new
credit facility before the current facility matures in September
2010."

S&P said, "We expect 2010 EBITDA generation of about $100 million
owing to higher volumes and pricing, resulting from improving end
market demand.  Under this scenario, total adjusted debt to EBITDA
would decrease to less than 2x, a level we would consider good for
a 'BB-' rating.  In addition, we anticipate that EBITDA coverage
of interest will be about 9.5x."


CANDALYN LAUFER: Case Summary & 8 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Candalyn Marie Laufer
        aka Candalyn Laufer
        3794 Horizon Ridge Ct
        Simi Valley, CA 93063

Bankruptcy Case No.: 10-15847

Chapter 11 Petition Date: May 17, 2010

Court: United States Bankruptcy Court
       Central District Of California (San Fernando Valley)

Judge: Geraldine Mund

Debtor's Counsel: Philip D. Dapeer, Esq.
                  Philip Daoeer, a Law Corporation
                  2625 Townsgate Rd Ste 330
                  Westlake Village, CA 91361
                  Tel: (323) 954-9144
                  Fax: (323) 954-0457

Scheduled Assets: $1,032,000

Scheduled Debts: $1,433,874

A list of the Company's 8 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb10-15847.pdf

The petition was signed by Candalyn Marie Laufer.


CAROLINA PARK: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Carolina Park Associates, LLC, a Delaware LLC
        c/o Republic Land Development
        10340 Democracy Lane
        Suite 101
        Fairfax, VA 22030

Bankruptcy Case No.: 10-03524

Chapter 11 Petition Date: May 17, 2010

Court: United States Bankruptcy Court
       District of South Carolina (Charleston)

Judge: David R. Duncan

Debtor's Counsel: R. Geoffrey Levy, Esq.
                  2300 Wayne Street
                  Columbia, SC 29201
                  Tel: (803) 256-4693
                  E-mail: llfecf@levylawfirm.org

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

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

The petition was signed by David L. Peter, manager of Republic
Charleston, LLC, the Debtor's managing member.

Debtor's List of 20 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
MDC of Charleston, LLC                           $2,571,810
155 Flyway Drive
Johns Island, SC 29455

Town of Mt. Pleasant, SC                         $500,000
100 Ann Edwards Lane
Mount Pleasant, SC 29465

Seamon, Whiteside & Assoc Inc.                   $281,398
501 Wando Park Blvd.
Suite 200
Mount Pleasant, SC 29464-7849

Republic Land Development, LLC                   $245,135

Roper St. Francis                                $207,934
Mount Pleasant Hospital

Republic Charleston, LLC                         $154,125

McNair Law Firm, PA                              $105,542

Law Office of Joel J. Goldberg                   $57,080

Rawle-Murdy Associates, Inc.                     $39,475

East Cooper Community Outreach                   $20,000

The Greenery of Charleston                       $17,509

Carolina One Real Estate                         $15,711

Site Signatures, Inc.                            $13,334

Roper St. Francis Foundation                     $10,000

Atlas Signs, Inc.                                $5,471

Youth Empowerment Services Inc.                  $5,000

Haines and McNeill, LLC                          $2,846

Dell Financial Services                          $2,538

Try Marketing, Inc.                              $2,095

The Post and Courier                             $1,650


CATALYST PAPER: S&P Affirms 'CCC+' LT Corporate; Outlook Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC+' issue-level
rating to Catalyst Paper Corp.'s US$110 million class B 11% senior
secured notes due December 2016.  S&P also assigned a '4' recovery
rating to the notes, indicating average (30%-50%) recovery in the
event of a default.

At the same time, S&P revised the outlook on Catalyst to stable
from negative.  S&P affirmed the 'CCC+' long-term corporate credit
rating on the company.

"The outlook revision reflects the company's recent bond issuance,
which we believe has improved liquidity and alleviated our
concerns about the US$35 million notes due 2011," said Standard &
Poor's credit analyst Jatinder Mall.  "However, we expect
Catalyst's operating performance to remain weak in 2010,"
Mr. Mall added.

The ratings on Catalyst reflect S&P's view of the company's highly
leveraged capital structure, history of weak profitability, fiber
supply issues, and its participation in cyclical commodity
markets.  In Standard & Poor's opinion, these risks are partially
mitigated by the company's revenue diversity and improving cost
profile.

Catalyst is a diverse manufacturer of specialty mechanical
printing papers, newsprint, and pulp, with a combined annual
production capacity of 2.5 million metric tons.  It has six
production facilities in B.C. and Arizona.

The stable outlook reflects Standard & Poor's view that the recent
notes issuance has bolstered Catalyst's liquidity and, while we
expect the company to have negative free cash generation in 2010,
we believe there will be enough liquidity to fund 2011 debt
maturity obligations.  We could lower the ratings on Catalyst if
negative cash generation leads to a liquidity position of less
than C$100 million.  An upgrade would require that Catalyst
demonstrate sustained improvement in its operating profit and cash
flow generation, and a leverage ratio that is below 5x and a funds
from operations-to-debt ratio of 15%-20%.


CELL THERAPEUTICS: Posts $26 Million Net Loss for First Quarter
---------------------------------------------------------------
Cell Therapeutics Inc. filed with the Securities and Exchange
Commission its Form 10-Q for the quarterly period ended March 31,
2010.

The Company reported a net loss of $26.9 million on $20,000 of
total revenues for the three months ended March 31, 2010, compared
with a net loss of $14.9 million net loss on $20,000 of total
revenues for the same period a year ago.

The Company has not recorded revenues from product sales.
"Currrently, we do not have a marketed product, and unless we are
able to develop one of our product candidates, such as pixantrone,
into an approved commercial product, we will not generate any
significant revenues from product sales, royalty payments, license
fees or otherwise."

License and contract revenue for the three months ended March 31,
2010 and 2009 represents recognition of deferred revenue from the
sale of Lisofylline material to DiaKine.

The Company's balance sheet at March 31, 2010, showed
$75.5 million in total assets and $85.2 million total liabilities,
for a $10.1 million stockholders' deficit.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?6201

                     About Cell Therapeutics

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

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

                       Going Concern Doubt

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

                      Bankruptcy Warning

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


CENTAUR LLC: Wells Fargo Lashes Out at Disclosure Statement
-----------------------------------------------------------
Wells Fargo Bank NA is lashing out at Centaur LLC's disclosure
statement, arguing that it ignores the complexities of the
bankrupt casino and racetrack operator's organizational structure,
asset ownership arrangements and creditor constituencies,
according to Bankruptcy Law360.

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.


CINCINNATI BELL: Shareholders Elect Nominees for Directors
----------------------------------------------------------
Shareholders of Cincinnati Bell Inc. 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 respective
successors were elected and qualified.  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.

                           *     *     *

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

The Company's balance sheet at March 31, 2010, showed $2.5 billion
in total assets and $3.2 billion in total liabilities, for a
$634.6 million total stockholders' deficit.


CINCINNATI BELL: Posts $2.6-Mil. Net Income for March 31 Quarter
----------------------------------------------------------------
Cincinnati Bell Inc. filed its quarterly report Form 10-Q, showing
$2.6 million of net income on $323.7 million of total revenue for
the three months ended March 31, 2010, compared with a net income
of $28.8 million on $325.5 million of total revenue during the
same period a year ago.

The Company's balance sheet at March 31, 2010, showed $2.5 billion
in total assets and $3.2 billion in total liabilities, for a
$634.6 million total stockholders' deficit.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?6296

                       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.

                           *     *     *

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


CITGO PETROLEUM: Moody's Affirms Ba2 Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service affirmed CITGO Petroleum Corporation's
Ba2 Corporate Family Rating and assigned a Ba2 rating (LGD 3, 41%)
to CITGO's $300 million Term Loan B facility due 2015 and its
$1.5 billion of senior secured notes, downgraded the rating on its
pollution control bonds to Ba2 (LGD 3, 41%), and upgraded the PDR
rating to Ba2 from Ba3.  It also assigned a Ba1 rating (LGD 3,
39%) to the company's proposed $700 million revolving credit
facility due 2013.  The outlook for the ratings is stable.
Moody's will withdraw the existing Ba1 ratings for the Senior
Secured Term Loan, Term Loan B ratings and floating rate IRBs upon
completion of the new financings.

CITGO will use most of the proceeds from the notes and Term Loan B
to repay $1.7 billion of outstanding Term Loans A & B and its
floating rate industrial revenue bonds.  The new $700 million
revolver will remain undrawn as a source of liquidity for CITGO.

The affirmation of the CFR reflects prospects for modestly
improved financial results in 2010, despite a continuing difficult
refining environment, the near-term expected settlement of the
note receivable from its parent, Petróleos de Venezuela (PDVSA),
and the improved liquidity and financial flexibility that CITGO
will derive from the financings, which also provide a strong
collateral package to creditors.

CITGO sustained a net loss of $137.8 million in 2009, driven
primarily by narrowing light/heavy crude differentials and weak
product demand.  Prospects for 2010, are modestly improved
although the company could again be cash flow negative after
capital spending.  However, PDVSA has accelerated repayment of
balances due under its loan payable to CITGO, with the expectation
that the intercompany loan will be completely repaid sometime in
the third quarter of 2010,.  Including these proceeds, CITGO must
be able to fully fund its capital spending in 2010, without
increasing debt. In addition, while capital spending will remain
elevated for investments to manufacture ultra-low sulfur diesel,
the company is taking steps to enhance liquidity and working
capital management.

CITGO's liquidity will improve as a result of the new financings,
with some $700 million in unused revolving credit capacity
extended to 2013, cash on the balance sheet, and the repayment of
variable rate IRBs that had required backing of letters of credit.
The refinancing will defer significant required debt reduction to
beyond 2012, including the amortizing Term Loan B.

Creditors also will benefit from an expanded collateral package
including all three of CITGO's large-scale refineries, its
inventories, and a portion of its accounts receivable.  Collateral
coverage, including a fully drawn revolving credit, is estimated
at 3.6X total debt.  While all of the creditors rank pari passu,
in default any borrowings under the revolving credit facility will
have a first claim on a significant portion of inventories and is
cushioned by significant liabilities below it in the capital
structure.  As a result, the revolver is rated one notch above the
Term Loan B, senior secured notes, and other bonds, reflecting
both the revolver's relatively stronger overcollateralization and
its smaller share of CITGO's proforma capital structure.

Moody's notes that underlying the CITGO's Ba2 CFR is a baseline
credit assessment of 13 (corresponding to Ba3).  CITGO, as a
wholly-owned subsidiary of PDVSA, is subject to joint default
analysis as a government-related issuer.

Moody's last rating action affecting CITGO occurred on September
29, 2009, when its ratings were downgraded.

CITGO Petroleum Corporation is headquartered in Houston, Texas.
Petroleos de Venezuela is located in Caracas, Venezuela.


CHEMTURA CORP: Proposed Diacetyl Claimants Panel Draws Objections
-----------------------------------------------------------------
Karen Smith and certain other diacetyl claimants against Chemtura
Corp. have asked the United States Bankruptcy Court for the
Southern District of New York to appoint:

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

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

In separate filings, Irma Mancilla f/k/a Irma Ortiz, Victor
Mancilla, and Ricardo Corona, all Diacetyl Claimants, and the Ad
Hoc Committee of Tort Claimants submitted to the Court joinders
to the request of certain Diacetyl Claimants for the appointment
of an official committee to represent diacetyl claimholders.

         Diacetyl Claimants Committee is Not Warranted,
                  Creditors' Committee Asserts

The Official Committee of Unsecured Creditors avers that it is
sympathetic to all individuals that have suffered injury as a
result of exposure to diacetyl.  In fact, through its
participation in the Estimation Proceeding and insurance-related
litigation, the Creditors' Committee seeks to ensure that
appropriate reserves are established and sources of recovery made
available to satisfy valid diacetyl-related claims against the
Debtors' estates, according to Daniel H. Golden, Esq., at Akin
Gump Strauss Hauer & Feld LLP, in New York.

The Creditors' Committee, however, says it does not support the
Smith Claimants' efforts to transfer the costs of their
participation in the Estimation Proceeding and plan process to
all unsecured creditors under the guise of procuring adequate
representation for diacetyl claimants.

"The Smith Claimants have alleged no valid basis upon which the
Court could reasonably conclude that the Creditors' Committee is
so crippled by conflict as to be unable to function, or that the
diacetyl claimants cannot participate in these Chapter 11 cases
without official committee status," Mr. Golden argues.

Contrary to the Smith Claimants' assertions, the current
constitution of the Creditors' Committee is an appropriate cross-
section of the Debtors' unsecured creditor constituency, Mr.
Golden asserts.  He maintains that the Creditors' Committee is
working hard to maximize recoveries not solely for the benefit of
commercial creditors, but for the benefit of all those who hold
valid unsecured claims against the Debtors' estates, including
diacetyl claimants.

Mr. Golden further contends that:

  -- The nature of the Debtors' Chapter 11 cases mitigate
     against appointing a diacetyl claimants' committee.  He
     notes that although the estimation of diacetyl claims has
     become an important issue in these Chapter 11 cases, the
     Debtors were not driven into bankruptcy by pending tort
     liability.

  -- The Smith Claimants have not demonstrated that the
     Creditors' Committee desires differ materially from their
     own.

  -- The Smith Claimants have failed to demonstrate that they
     meet the high threshold necessary to establish the
     additional cost of an official diacetyl claimants'
     committee is justified.

For these reasons, the Creditors' Committee asks the Court to
deny the diacetyl official committee appointment request.

Citibank, N.A., as administrative agent for the lenders party to
the Amended and Restated Senior Secured Superpriority Debtor-in-
Possession Credit Agreement, joins in the Creditors' Committee's
objection.

       Appointment Request is Not Based on "Fairness,"
                       Debtors Complain

Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in New York,
argues that the Smith Claimants' Request is not about "fairness"
and "adequate representation" because they are ably represented
by Humphrey Farrington & McClain P.C. and Caplin & Drysdale,
Chartered.

"This motion is about money and leverage in negotiations," Mr.
Cieri tells the Court.

Mr. Cieri points out that the Office of the United States Trustee
has twice declined to appoint a diacetyl claimants' committee
because appointment:

  (1) is not warranted under applicable law in the Southern
      District of New York; and

  (2) would be inconsistent with the Court's decision in the
      Chapter 11 case of General Motors Corporation, which the
      Court had commended to the parties as relevant precedent.

For these reasons, the Debtors ask the Court to decline
appointment of a diacetyl claimants' committee to pursue the
narrow interests of the diacetyl claimants.

In a separate filing, the Official Committee of Equity Security
Holders joins in the Debtors' objection.

                           *     *     *

The hearing to consider the appointment request for an official
diacetyl claimants committee has been adjourned to June 17, 2010,
at 9:45 a.m.  A hearing was previously scheduled for May 18, 2010
for the appointment motion.

                      About Chemtura Corp.

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

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

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

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


CHEMTURA CORP: Modifies Incentive Plan to Address Issues
--------------------------------------------------------
Chemtura Corp. and its units filed a supplement to their 2010 Key
Employee Incentive Plan, which addresses these two areas of
concern raised by the U.S, Bankruptcy Court at the conclusion of
the April 19, 2010, hearing on the Debtors' 2010 Employee
Incentive Plan Motion:

  (1) The Court's requirement that the Debtors modify the
      proposed 2010 Key Employee Incentive Plan to ensure that
      payments under the 2010 Management Incentive Plan could
      not be earned at consolidated earnings before income
      taxes, depreciation, and amortization levels less than
      $264,500,000; and

  (2) The Court's question regarding whether Consolidated and
      Business Unit EBITDA is the right metric to use in
      establishing target payouts under the 2010 KEIP and if so,
      whether there is a practical way to "control" for
      macroeconomic factors and isolate the role that employee
      performance alone may have in the Debtors reaching their
      Consolidated EBITDA targets.

In light of the Court's instructions, the Debtors made certain
modifications to the proposed 2010 Management Incentive Program
to modify both the threshold for achieving any payout and the
"target" Consolidated EBITDA at which 100% of the targeted 2010
MIP payout would be earned, Richard M. Cieri, Esq., at Kirkland &
Ellis LLP, in New York, relates.

The Debtors have addressed the Court's instruction that the MIP
should provide no incentive compensation for replicating the
previous year's results by increasing the Consolidated EBITDA
threshold required for payment under the 2010 MIP to
$264,500,000, thereby eliminating the possibility of payment
where the actual 2010 results are no better than the 2009
results, Mr. Cieri says.

Under the revised MIP payment metric, the 2010 MIP payout would
be $0 at a Consolidated EBITDA of $264,500,000 and the payout
would increase incrementally at Consolidated EBITDA levels above
$264.5 million, Mr. Cieri explains.

The new MIP compensation structure is available for free at:

         http://bankrupt.com/misc/ChemAm2010metric.pdf

                          USW Objects

The United Steel, Paper and Forestry, Rubber, Manufacturing,
Energy, Allied Industrial and Service Workers International Union
points out that the Debtors failed to establish a threshold that
takes into account actual 2009 EBITDAR results and current
assumptions about external economic factors.

James L. Linsey, Esq., at Cohen Weiss and Simon LLP, in New York
-- jlinsey@cwsny.com -- also notes that the Debtors failed to
comply with the Court's direction to propose an incentive plan
based on adequate targets which minimize the impact of external
economic factors.

For these reasons, the USW asks the Court to deny approval of the
supplement to the Debtors' 2010 KEIP.

                      About Chemtura Corp.

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

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

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

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


CHEMTURA CORP: Court Sustains Committee Objection to CERT Claims
----------------------------------------------------------------
Bankruptcy Judge Robert Gerber has officially sustained the
Official Committee of Unsecured Creditors' objection to three
claims, asserting $3,000,000,000 each, filed by the Counsel for
Education and Research on Toxics against Chemtura Corporation and
its debtor-affiliates for injuries attributable to certain
chemicals the Debtors previously produced as a flame retardant.

The Court acknowledged that CERT is a California public benefit
corporation established for the stated purpose of educating and
conducting research regarding toxic substances.  Judge Gerber,
however, says that "while CERT has identified an unsubstantiated
injury to humans and animals generally, CERT does not
specifically identify an actual, particularized injury to CERT."

"Thus, CERT lacks standing to sue the Debtors in a relevant non-
bankruptcy forum, is not a creditor of the Debtors' estates
because it possesses no prepetition right to payment, and lacks
authority to file proofs of claim in the Debtors' cases," Judge
Gerber opined.

The Court also found that facts before it do not justify
authorizing CERT to amend its claims.

Judge Gerber further said each of the new claim CERT purports to
bring against the Debtors suffers from a number of legal and
procedural defects.  The purported new claims were based on
grounds of medical monitoring, public nuisance, California
Business and Professions Code and federal environmental statutes.

Accordingly, in a signed findings of fact, conclusions of law,
and order sustaining the Objection, the Court ruled that CERT's
Proofs of Claim are disallowed and expunged in their entirety.

A full-text copy of the 24-page signed Order is available for
free at http://bankrupt.com/misc/ChemOrdCERTCs.pdf

                      About Chemtura Corp.

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

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

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

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


CHEMTURA CORP: Reports $177 Million Net Loss for First Quarter
--------------------------------------------------------------
Chemtura Corporation, debtor-in-possession, has filed its
Quarterly Report on Form 10-Q for the first quarter of 2010.  For
the first quarter of 2010, the Company recorded net loss from
continuing operations on a GAAP basis of $177 million, or $0.73
per share, and net earnings on a managed basis of $1 million, or
$0.01 per share.

         First Quarter 2010 Business Segment Highlights

  * Consumer Performance Products net sales increased 8% or $7
    million compared with the first quarter of 2009 due to
    increased sales volume and favorable foreign currency
    translations.  Volume benefited from the warmer weather
    towards the end of the quarter.  Operating profit on a
    managed basis increased $4 million primarily due to the
    benefit of increases in sales volume, favorable mix and
    lower raw material and energy costs.  On a GAAP basis,
    operating profit increased $2 million.

  * Industrial Performance Products net sales increased 39% or
    $80 million driven primarily by increased sales volume.  The
    increased volume reflects increased customer demand across
    all business segments due to general economic improvements
    and also some inventory replenishments.  Operating profit on
    a managed basis increased $18 million primarily due to
    increased sales volume and lower manufacturing, raw material
    and energy costs.  On a GAAP basis, operating profit
    increased $20 million.

  * AgroSolutions Engineered Products (formerly known as Crop
    Protection Engineered Products) net sales declined 6% or $4
    million primarily due to lower sales volume.  Demand
    continued to be affected by lower agricultural commodity
    prices and the impact of the reduced availability of credit
    to growers as well as a prolonged winter in Europe.  The
    operating loss of $1 million was unfavorable by $17 million
    compared with an operating profit of $16 million for the
    first quarter of 2009 primarily due to the impact of lower
    sales volume, a product cancellation in the European market,
    the resulting impact of unfavorable manufacturing costs and
    an increase in selling, general and administrative and
    research and development costs of which approximately $4
    million related to expenses associated with the internal
    review of customer incentive, commission and promotional
    payment practices in the European region.

  * Industrial Engineered Products net sales increased 54% or
    $56 million primarily due to increased sales volume.
    Products sold to electronic applications showed the most
    dramatic year-over-year improvement but some recovery was
    also evident in building and construction, and consumer
    durable polymer applications from the low levels of demand
    in the first quarter of 2009 when the recession had taken
    hold.  Operating profit on a managed basis increased $22
    million from the first quarter of 2009 primarily due to
    improved sales volume and lower manufacturing, raw material
    and energy costs.

  * Corporate expense for the first quarter of 2010 was $27
    million compared with $31 million in the same quarter last
    year.  Corporate expense included amortization expense
    related to intangibles of $9 million for the first quarters
    of 2010 and 2009. The decrease in corporate expense of $4
    million was primarily related to a charge in the first
    quarter of 2009 to write-off legacy SAP assets and decreases
    in other costs.

A full-text copy of Chemtura Corporation's First Quarter 2010
Financial Results on Form 10-Q is available at:

            http://ResearchArchives.com/t/s?625f

              Chemtura Corporation and Subsidiaries
                   Consolidated Balance Sheet
                      As of March 31, 2010

                             ASSETS

Current assets
  Cash and cash equivalents                       $159,000,000
  Accounts receivable                              521,000,000
  Inventories                                      515,000,000
  Other current assets                             259,000,000
  Assets held for sale                              85,000,000
                                                --------------
  Total current assets                           1,539,000,000

Non-current assets
  Property, plant & equipment                      713,000,000
  Goodwill                                         231,000,000
  Intangible assets, net                           455,000,000
  Other assets                                     174,000,000
                                                --------------
Total assets                                    $3,112,000,000
                                                ==============

               LIABILITIES & STOCKHOLDERS' EQUITY

Current liabilities
  Short-term borrowings                           $301,000,000
  Current portion of long-term debt                          0
  Accounts payable                                 157,000,000
  Accrued expenses                                 182,000,000
  Income taxes payable                               4,000,000
  Liabilities held for sale                         36,000,000
                                                --------------
  Total current liabilities                        680,000,000

Non-current liabilities
  Long-term debt                                     2,000,000
  Pension and post-retirement health care          143,000,000
  Other liabilities                                190,000,000
                                                --------------
  Total liabilities not subject to compromise    1,015,000,000

Liabilities subject to compromise                2,104,000,000

Stockholders' equity
  Common stock                                       3,000,000
  Additional paid-in capital                     3,040,000,000
  Accumulated deficit                           (2,661,000,000)
  Accumulated other comprehensive loss            (233,000,000)
  Treasury stock                                  (167,000,000)
                                                --------------
  Total Chemtura Corp. stockholders' equity        (18,000,000)

Non-controlling interest                            11,000,000

Total stockholders' equity                          (7,000,000)
                                                --------------
Total liabilities and stockholders' equity      $3,112,000,000
                                                ==============


              Chemtura Corporation and Subsidiaries
         Unaudited Consolidated Statement of Operations
              For the quarter ended March 31, 2010

Net sales                                         $603,000,000

Cost of goods sold                                 469,000,000
Selling, general and administrative                 76,000,000
Depreciation and amortization                       49,000,000
Research and development                             9,000,000
Facility closures & severance                        2,000,000
Antitrust costs                                              -
Loss on sale of business                                     -
Impairment of long-lived assets                              -

Changes in estimates related to expected           122,000,000
  allowable claims

Equity income                                                -
                                                --------------
Operating income(loss)                            (124,000,000)

Interest expense                                   (12,000,000)
Loss on early extinguishment of debt               (13,000,000)
Other (expense)income, net                          (2,000,000)
Reorganization items, net                          (21,000,000)
                                                --------------
Income(Loss) before income taxes                  (172,000,000)

Income tax benefit (expense)                        (5,000,000)
                                                --------------
Income from continuing operations                 (177,000,000)
Gain(Loss) on sale of discontinued operations       (2,000,000)
                                                --------------
Net income(loss)                                 ($179,000,000)
                                                ==============

             Chemtura Corporation and Subsidiaries
              Consolidated Statement of Cash Flows
              For the quarter ended March 31, 2010

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                         ($179,000,000)
Adjustments to reconcile loss to cash
  Loss on early extinguishment of debt              13,000,000
  Depreciation and amortization                     49,000,000
  Stock-based compensation expense                           -
  Reorganization items, net                          2,000,000
  Changes in estimates related to expected         122,000,000
     allowable claims

  Changes in assets and liabilities, net
     Accounts receivable                           (97,000,000)
     Impact of accounts receivable facilities                -
     Inventories                                   (29,000,000)
     Accounts payable                               32,000,000
     Pension and post-retirement health care        (7,000,000)
        liabilities

     Liabilities subject to compromise              (1,000,000)
     Other                                         (14,000,000)
                                                --------------
Cash (used in)provided by operating activities    (109,000,000)

CASH FLOWS FROM INVESTING ACTIVITIES
  Net proceeds from divestments                              -
  Payments for acquisitions, net                             -
  Capital expenditures                             (14,000,000)
                                                --------------
Net cash used in investing activities              (14,000,000)

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from DIP credit facility, net           299,000,000
(Payments on) proceeds from credit facility      (250,000,000)
  Proceeds from 2007 Credit Facility, net           15,000,000
  Proceeds from short-term borrowings                        -
  Payments for debt issuance costs                 (16,000,000)
                                                --------------
Net cash provided by financing activities           48,000,000

CASH AND CASH EQUIVALENTS
  Effect of exchange rates                          (2,000,000)
                                                --------------
  Change in cash and cash equivalents              (77,000,000)
                                                --------------
  Cash and cash equivalents, beginning of period   236,000,000
                                                --------------
  Cash and cash equivalents, end of period        $159,000,000
                                                ==============

                      About Chemtura Corp.

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

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

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

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


CITADEL BROADCASTING: Judge Formally Approves Reorganization Plan
-----------------------------------------------------------------
Bankruptcy Judge Burton R. Lifland wrote a 43-page document
containing findings of fact, conclusions of law and order
confirming the reorganization plan of Citadel Broadcasting Corp.

According to the ruling, the Court found that Louis G. Zachary of
Lazard Freres & Co., LLC, was credible and that the value of the
Debtors is $2.04 billion, representing the midpoint of the
credible and reliable testimony of Mr. Zachary, Citadel's
financial advisor and investment banker.

With respect to the shareholders' other proffered expert,
Professor Gregg Jarrell, the Court found that the objectors did
not carry their burden of establishing that Professor Jarrell was
qualified to opine on the valuation of a radio broadcasting
company, as opposed to general valuation principles, and thus that
there was no "nexus between his credentials and the subject matter
of his testimony."

A copy of the Confirmation Order is available for free at:

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

                  Contested Confirmation Hearings

The court overruled objections by shareholders.

The confirmation hearing of the Plan started on May 12, 2010, and
Judge Lifland adjourned the hearing until May 17, 2010.

The Debtors' valuation was heavily contested during the hearings.
Shareholders led by Aurelius Capital Partners LP argued that the
Debtors were valued too low, which does not leave anything for
equity holders.

As previously reported, the Plan calls for senior lenders led by
J.P. Morgan Chase & Co., who are owed about $2.1 billion, to
receive 90% of Citadel's equity plus a new $762 million loan.
Holders of unsecured claims are to receive 10% of the stock in
addition to $36 million in cash.  Equity holders will receive
nothing.

During the May 12 hearing, Farid Suleman, chairman of the board
and chief executive officer of Citadel Broadcasting Corporation,
defended the Debtors' valuation after Lazard Freres & Co. LLC, the
Debtors' financial advisor, updated the 2010 projections, which
increased valuation to reflect a higher estimate.  Specifically,
the Debtors raised projections for 2010 to $232.4 million from
$210 million.  Lazard increased its valuation of the company based
on the new projections.  Mr. Suleman explained that the Debtors
revised the financial projections because of "better-than-
expected" first quarter results but added that growth later in
2010 will be slow due to difficult comparisons with last year's
numbers.

However, Aurelius was still not satisfied.  Its counsel, Allan S.
Brilliant, Esq., at Dechert LLP, in New York, argued that
Lazard's projections are not reliable.  Aurelius valued the
Debtors at $2.6 billion, according to Bloomberg News.

Louis G. Zachary, Jr., a managing director at Lazard Freres, said
the Debtors' value is between approximately $1.910 billion to
$2.165 billion, with a mid-point estimate of $2.040 billion,
which is less than the $2.28 billion in secured and unsecured
claims.  Mr. Zachary asserted at the May 12 hearing that the
projections are appropriate.  In addition, Mr. Zachary noted that
no investors sent expressions of interests to acquire the Debtors
since the summer when they were looking to either restructure debt
or be acquired.

After the May 12 Hearing, Michael D. Kang, a managing director
with Alvarez & Marsal North America LLC, the Debtors'
restructuring advisor, in further support of the Plan, submitted
his estimate of the total amount of the Debtors' secured and
unsecured claims, which would need to be satisfied in full before
holders of interests could receive a recovery in accordance with
the "absolute priority" rule.  A copy of Mr. Kang's estimates is
available for free at:

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

On May 17, the Courtroom was packed with more than 55 people for
the second of a two-day confirmation hearing during which time
Judge Lifland heard testimony from bankers, analysts and
Citadel's top executives about the fairness of the valuation,
notes Bloomberg News.

To fast track the hearing, Judge Lifland refused to hear the
testimonies of two of Aurelius' expert witnesses, one of which is
Gregg Jarrell, a professor of finance at the University of
Rochester, saying the witness didn't have expertise in valuations
of broadcasting companies.  "We're dealing with the radio industry
sandbox and there are a lot of nuances in that sandbox," Bloomberg
News quoted Judge Lifland as saying.  Judge Lifland did allow
Christopher Ensley, a former radio industry analyst at Bear
Stearns, to testify for Aurelius, after giving him approximately
an hour to prepare his testimony.  Aurelius' counsel, Allan S.
Brilliant, Esq., at Dechert LLP, in New York, argued for more time
to prepare Mr. Ensley's testimony but Judge Lifland denied his
request.  After Judge Lifland made his decision to confirm the
Plan, Mr. Brilliant was asked by Bloomberg News if Aurelius would
appeal the ruling but Mr. Brilliant said he had no comment.

"We're glad it's over and we can get on with running the
company," Mr. Suleman said in a Bloomberg interview.

Prior to the Court's approval of the Plan, the Debtors pointed
out that Aurelius bought 17.3 million shares of the Debtors'
common stock for $1.35 on March 30, 2010, so it knew that
shareholders will not receive anything.

The Debtors first submitted their Plan and accompanying
Disclosure Statement on February 3, 2010.  Judge Lifland approved
the Disclosure Statement on March 15, 2010.

                          Plan Supplements

In support of their Chapter 11 Plan of Reorganization, the
Debtors amended the list of rejected executory contracts and
unexpired leases and the list of assumed executory contracts and
unexpired leases, which were attached as supplements to the Plan.

A copy of the amended list of rejected executory contracts and
unexpired leases is available for free at:

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

A copy of the amended list of assumed executory contracts and
unexpired leases is available for free at:

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

As previously reported, 60 Monroe Center LLC filed an objection
to the cure amounts set in the List of Assumed Contracts arguing
that the amounts fail to satisfy all existing defaults under
certain contracts.  Subsequently, 60 Monroe withdrew its
objection.

                    About Citadel Broadcasting

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

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

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


CITADEL BROADCASTING: Proposes to Assume ACE Insurance Policies
---------------------------------------------------------------
Citadel Broadcasting Corp. and its units ask the U.S. Bankruptcy
Court for authority to assume certain prepetition insurance
agreements issued to the Debtors by ACE American Insurance Company
and its affiliates, including ESIS, Inc., a third party
administrator.

In addition, the Debtors ask the Court to:

  -- authorize them to enter into certain postpetition insurance
     agreements with ACE, renew or extend a certain "Letter of
     Credit" and, in connection therewith, provide collateral;

  -- permit ACE to draw upon the Letter of Credit and apply the
     proceeds to the Debtors' obligations under a certain "ACE
     Insurance Program";

  -- grant ACE a superpriority security interest in and liens on
     the Collateral provided by the Debtors to ACE and the
     proceeds thereof and on all of the Debtors' right, title
     and interest, if any, in the Letter of Credit and the
     proceeds thereof;

  -- provide that the ACE Insurance Program and the order will
     not be altered by any plan of reorganization or other order
     of the Court;

  -- provide that the Letter of Credit and all Collateral
     provided by the Debtors to ACE and the proceeds thereof
     will secure all obligations of the Debtors to ACE under the
     ACE Insurance Program; and

  -- grant related relief including, but not limited to, the
     authority to enter into amendments, endorsements, renewals
     or extensions of the Postpetition Insurance Agreements or
     new policies and agreements without further notice, hearing
     or order of the Court.

Jonathan S. Henes, Esq., at Kirkland & Ellis LLP, in New York,
relates that before the Petition Date, ACE issued various
insurance policies to certain of the Debtors and in connection
with the issuance, ACE and the Debtors entered into certain
related agreements.  He notes that recently, the Debtors
commenced negotiations with ACE regarding the extension of
insurance coverage.

The Debtors and ACE agreed to the terms of new workers'
compensation and automobile liability policies to be issued for
the period beginning June 12, 2010, at 12:01 a.m., through
June 12, 2011, at 12:00 a.m.

Pursuant to the Prepetition Insurance Agreements and the
Postpetition Insurance Agreements, the Debtors are obligated to,
among other things, pay insurance premiums, deductibles and
related charges and expenses to ACE.

Mr. Henes reveals that the Debtors' obligations are payable over
an extended period of time and are subject to future audits and
adjustments and the aggregate estimated premium payable to ACE
with respect to the Postpetition Insurance Agreements is
$486,205.  He adds that over time, the Debtors will owe
additional amounts on account of deductibles and other
obligations with respect to claims made under the policies.

As security for the Debtors' obligations under the Prepetition
Insurance Agreements, the Debtors provided ACE with a letter of
credit before the Petition Date totaling $2,329,545 and a paid
loss deposit fund.

In connection with the Postpetition Insurance Agreements, the
Debtors have agreed to extend or renew the Letter of Credit and
provide an additional $18,006 for the PLDF, Mr. Henes further
relates.

The Postpetition Insurance Agreements also require that:

  (a) ACE may draw upon the Letter of Credit and apply the
      proceeds to the Debtors' obligations under the ACE
      Insurance Program;

  (b) ACE be granted a superpriority and exclusive security
      interest in and liens on (i) the Collateral provided by
      the Debtors to ACE and its proceeds and (ii) on all of the
      Debtors' right, title and interest, if any, in the Letter
      of Credit and its proceeds;

  (c) the Debtors be authorized to enter into additional
      renewals or extensions of the insurance policies and
      provide additional letters of credit without further order
      of the Court;

  (d) the ACE Insurance Program and the Order will not be
      altered by any plan of reorganization, order confirming a
      plan of reorganization or other order of the Court; and

  (e) the Letter of Credit and all Collateral provided by the
      Debtors to ACE and the proceeds thereof will secure all
      obligations of the Debtors to ACE under the ACE Insurance
      Program.

A list of the Prepetition Insurance Agreements is available for
free at http://bankrupt.com/misc/CtdlACEPrepAgrmts.pdf

In separate filings, the Debtors sought and obtained a Court
order shortening the presentment of the Request.

The presentment of the Request is scheduled for May 26, 2010, at
12:00 p.m., and the deadline for filing objections is set for
May 24, 2010, at 5:00 p.m.

                    About Citadel Broadcasting

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

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

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


CITIGROUP INC: Parsons Cedes Director-Recruiting Role to Taylor
---------------------------------------------------------------
Bloomberg News reports that Citigroup Inc. Chairman Richard
Parsons relinquished some of his duties at the U.S. bank after
revamping the board of directors over the past year under
government pressure.  Mr. Parsons, 62, gave up his role as head of
the board's nomination and governance committee last month,
according to Citigroup's Web site.  Diana Taylor, a former New
York banking superintendent who joined the board in July 2009,
took over leadership of the committee, which sets corporate
governance policies and identifies director candidates.  As head
of the nomination committee, Mr. Parsons led the bank's
recruitment of eight directors following the bank's $45 billion
government bailout in 2008.  With Taylor's appointment, four of
the board's six committees are now headed by the recruits.
Mr. Parsons, who remains a member of the nomination panel, told
Bloomberg in an interview that he has no plans to step down as
chairman of the board.

                       About Citigroup

Based in New York, Citigroup Inc. (NYSE: C) -- is a global
diversified financial services holding company whose businesses
provide a broad range of financial services to consumer and
corporate customers.  Citigroup has roughly 200 million customer
accounts and does business in more than 140 countries.
Citigroup's businesses are aligned in three reporting segments:
(i) Citicorp, which consists of Regional Consumer Banking (in
North America, EMEA, Asia, and Latin America) and the
Institutional Clients Group (Securities and Banking, including the
Private Bank, and Transaction Services); (ii) Citi Holdings, which
consists of Brokerage and Asset Management, Local Consumer
Lending, and a Special Asset Pool; and (iii) Corporate/Other.

As reported in the Troubled Company Reporter on November 25, 2008,
the U.S. government entered into an agreement with Citigroup to
provide a package of guarantees, liquidity access, and capital.
The U.S. Treasury and the Federal Deposit Insurance Corporation
agreed to provide protection against the possibility of unusually
large losses on an asset pool of roughly $306 billion of loans and
securities backed by residential and commercial real estate and
other such assets, which will remain on Citigroup's balance sheet.
As a fee for this arrangement, Citigroup issued preferred shares
to the Treasury and FDIC.  The Federal Reserve agreed to backstop
residual risk in the asset pool through a non-recourse loan.

Citigroup, the third-biggest U.S. bank, received $45 billion in
bailout aid.  Other bailed-out banks, including Bank of America
Corp., Wells Fargo & Co., have pledged to repay TARP money.
JPMorgan Chase & Co., Goldman Sachs Group Inc. and Morgan Stanley,
repaid TARP funds in June.  Citigroup is selling assets to repay
the bailout funds.

Citigroup is one of the banks that, according to results of the
government's stress test, need more capital.


CJ PRIME: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: CJ Prime Investment LLC
        2650 Foothill Blvd
        La Crescenta, CA 91214

Bankruptcy Case No.: 10-29694

Chapter 11 Petition Date: May 17, 2010

Court: United States Bankruptcy Court
       Central District Of California (Los Angeles)

Judge: Sheri Bluebond

Debtor's Counsel: Yoonju Kim, Esq.
                  3600 Wilshire Blvd
                  Ste 1210
                  Los Angeles, CA 90010
                  Tel: (213) 381-6100
                  Fax: (213) 381-6166
                  E-mail: yoonk@kchonglaw.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 Connie Kim Hur, managing member.


COEUR D'ALENE: Exchanges $14 Million Senior Notes for Stock
-----------------------------------------------------------
Coeur d'Alene Mines Corporation agreed to exchange $14,221,000 of
its 3.25% Convertible Senior Notes due 2028 for shares of its
common stock, par value $0.01.  In connection with such
agreements, the Company will:

   * on or about May 10, 2010, issue 285,602 shares of Common
     Stock; and

   * on or about May 21, 2010, issue a number of shares of Common
     Stock equal to (a) $9,500,000, divided by (b) the arithmetic
     mean of the two lowest daily volume-weighted average prices
     of the Company's Common Stock during the ten consecutive
     trading days commencing May 7, 2010.

The Company will issue the shares pursuant to the exemption from
the registration requirements afforded by Section 3(a)(9) of the
Securities Act of 1933, as amended.

                    About Coeur d'Alene Mines

Based in Coeur d'Alene, Idaho, Coeur d'Alene Mines Corporation is
primarily a silver producer with a growing gold production
profile.  The Company is engaged, through its subsidiaries, in the
operation and ownership, development and exploration of silver and
gold mining properties and companies located primarily within
South America (Chile, Argentina and Bolivia), Mexico (Chihuahua),
United States (Nevada and Alaska) and Australia (New South Wales).

At December 31, 2009, the Company had total assets of
$3,054,035,000 against total current liabilities of $188,608,000
and total non-current liabilities of $872,222,000, resulting in
stockholders' equity of $1,993,205,000.

                           *     *     *

As reported by the Troubled Company Reporter on August 11, 2009,
Standard & Poor's Ratings Services raised its corporate credit
rating on Coeur D'Alene Mines to 'B-' from 'CCC' and raised the
ratings on the Company's US$180 million senior unsecured notes due
2024 (US$106 million outstanding) and US$230 million senior
unsecured notes due 2028 (US$150 million outstanding) to 'CCC+'
from 'CCC-'.  In January 2010, S&P withdrew its ratings on the
Company, including its 'B-' corporate credit rating, at the
Company's request.


COMFORCE CORP: Post $576,000 Net Income for March 28 Quarter
------------------------------------------------------------
COMFORCE Corporation filed with the Securities and Exchange
Commission its Form 10-Q for the quarterly period ended March 28,
2010.

The Company's balance sheet at March 28, 2010, showed
$166.3 million in total assets and $181.1 million in total
liabilities, for a stockholders' deficit of $14.78 million.

The Company reported a net income of $576,000 on $143.8 million of
net sales for the three months ended March 28, 2010, compared with
a net income of $156,000 on $138.0 million of net sale during the
same period in 2009.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?6200

                          About COMFORCE

Based in Woodbury, New York, COMFORCE Corporation (NYSE Amex: CFS)
provides outsourced staffing management services that enable
Fortune 1000 companies and other large employers to consolidate,
automate and manage staffing, compliance and oversight processes
for their contingent workforces.  The Company also provides
specialty staffing, consulting and other outsourcing services to
Fortune 1000 companies and other large employers for their
healthcare support services, technical and engineering,
information technology, telecommunications and other staffing
needs.  In addition, the Company provides funding and back office
support services to independent consulting and staffing companies.

                           *     *     *

As of Dec. 27, 2009, the Company's balance sheet showed total
assets of $165.2 million and liabilities of $180.7 million for a
$15.4 million total stockholders' deficit.


COMMERCIAL BANK: Fitch Affirms IDR at 'B' with Negative Outlook
---------------------------------------------------------------
Fitch Ratings has affirmed Commercial Bank of Africa's (CBA)
ratings at Long-term Issuer Default (IDR) 'B' with a Negative
Outlook, Short-term IDR 'B', Individual 'D', Support '5' and
Support Rating Floor 'NF'.  Simultaneously, the agency has
withdrawn CBA's ratings and will no longer provide rating coverage
for this issuer.


COMMERCIAL VEHICLE: Posts $676,000 Profit for First Quarter
-----------------------------------------------------------
Commercial Vehicle Group Inc. reported $676,000 of net income on
$146.4 million of revenues for the three months ended March 31,
2010, compared with a net loss of $19.4 million on $108.5 million
of revenues during the same period a year ago.

The Company's balance sheet at March 31, 2010, showed
$276.8 million in total assets and $287.5 million in total
liabilities for a total stockholders' deficit of $10.7 million.

Operating income for the first quarter of 2010 was $3.6 million
compared to an operating loss of $18.4 million for the first
quarter of 2009.  Net income was $0.7 million for the quarter, or
$0.03 per diluted share, compared to a net loss of $19.4 million
in the prior-year quarter. Fully diluted shares outstanding for
the quarter were 23.8 million compared to 21.7 million for the
prior-year period.

"We are very pleased with our first quarter 2010 performance, both
from an operational and financial standpoint," said Mervin Dunn,
President and Chief Executive Officer of Commercial Vehicle Group.
"Our cost reduction efforts, as well as our focus on top line
growth and maintaining our variable cost structure, have again
proven to be extremely beneficial as we see signs our end markets
may be starting to recover," added Mr. Dunn.

Revenues for the quarter compared to the prior-year period
increased by approximately $37.9 million due primarily to an
increase in the Company's global heavy truck, construction and
military end markets.

The Company reported a cash balance of $25.3 million as of March
31, 2010 and had zero funds borrowed under its revolving credit
facility. Capital expenditures for the first quarter were $0.7
million, or 0.5% of revenues. In addition, the Company has
received its previously announced tax refund in the amount of
$21.4 million early in the second quarter of 2010.

"Our financial achievements through this first quarter of 2010 are
extremely positive.  When compared to the same period last year,
our operating income improved $22.0 million on $37.9 million of
incremental revenues, which is a testament to the cost cutting and
margin improvement plans we have targeted over the last 12 to 18
months," said Chad M. Utrup, Chief Financial Officer of Commercial
Vehicle Group.  "This improvement, combined with the success of
our equity offering during this past quarter and the receipt of
our tax refund, has provided us with a much more flexible capital
structure as we move forward," added Mr. Utrup.

The Company is not providing revenue or earnings estimates;
however, it does not expect to be required to comply with any
financial covenant requirements for the full year 2010 at this
time.

A full-text copy of the Company's earnings release is available
for free at http://ResearchArchives.com/t/s?6203

                  About Commercial Vehicle Group

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

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

                          *     *     *

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


COPPER KING: Suspends Mining Operations
---------------------------------------
Copper King Mining Corp. filed a Chapter 11 petition on May 18
in Reno, Nevada (Bankr. D. Nev. Case No. 10-51912).  Subsidiary
Western Utah Copper Co. also filed for Chapter 11 in Nevada
(Case No. 10-51913).

The Debtors own a mine and mill in Milford, Utah.  Copper King
Mining Corp. operates a $60 million copper mill just outside of
Milford in Beaver County.

The Salt Lake Tribune reports that Copper King is seeking to
reorganize its debts and bring in more capital to allow it to
emerge from bankruptcy.

According to Salt Lake Tribune, the company notified shareholders
that it had suspended copper mining and milling operations.  Among
problems detailed:

   * The process used to extract copper, gold and silver from the
     ore taken from the company's Hidden Treasure Mine was
     uneconomical.

   * Copper King had run into problems with the way it had handled
     its mill tailings -- the material left over after the metals
     were extracted from the ore -- and needed to get into
     compliance with state and federal environmental regulations.

   * And, the company had defaulted on an agreement to supply
     magnetite ore to its customers and was unable to fulfill that
     obligation, worth more than $10 million.


D&P MARKET PLACE: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: D&P Market Place LLC
          dba The Iron Tomato
        57 Mamaroneck Avenue
        White Plains, NY 10601

Bankruptcy Case No.: 10-22972

Chapter 11 Petition Date: May 17, 2010

Court: U.S. Bankruptcy Court
       Southern District of New York (White Plains)

Judge: Robert D. Drain

Debtor's Counsel: Jonathan S. Pasternak, Esq.
                  E-mail: jsp@rattetlaw.com
                  Julie A. Cvek, Esq.
                  E-mail: jcvek@rattetlaw.com
                  Rattet, Pasternak & Gordon Oliver, LLP
                  550 Mamaroneck Avenue, Suite 510
                  Harrison, NY 10528
                  Tel: (914) 381-7400
                  Fax: (914) 381-7406

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 Suzanne Demeo, member.


DANIEL GONSIOR: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Joint Debtors: Daniel Anthony Gonsior
               Lynne Kathleen Gonsior
               4917 Poppy Lane
               Edina, MN 55435

Bankruptcy Case No.: 10-43694

Chapter 11 Petition Date: May 17, 2010

Court: US Bankruptcy Court
       District of Minnesota (Minneapolis)

Judge: Robert J. Kressel

Debtor's Counsel: Jamie R. Pierce, Esq.
                  Hinshaw & Culbertson LLP
                  333 South Seventh Street, Suite 2000
                  Minneapolis, MN 55402
                  Tel: (612) 333-3434
                  E-mail: jpierce@hinshawlaw.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 $3,465,042 while debts total $4,881,077.

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/mnb10-43694.pdf

The petition was signed by the Joint Debtors.


DAVID ROSEN: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: David B. Rosen
        20744 Quedo Drive
        Woodland Hills, CA 91364

Bankruptcy Case No.: 10-15822

Chapter 11 Petition Date: May 16, 2010

Court: United States Bankruptcy Court
       Central District Of California (San Fernando Valley)

Judge: Maureen Tighe

Debtor's Counsel: Louis J. Esbin, Esq.
                  27201 Tourney Rd Ste 122
                  Valencia, CA 91355-1804
                  Tel: (661) 254-5050
                  Fax: (661) 254-5252
                  E-mail: Esbinlaw@sbcglobal.net

Scheduled Assets: $1,117,696

Scheduled Debts: $1,228,827

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb10-15822.pdf

The petition was signed by David B. Rosen.


DEEP MARINE: Oceaneering International Bids for DMT Sapphire
------------------------------------------------------------
Oceaneering International, Inc. was the high bidder to acquire the
DMT Sapphire from an affiliate of Deep Marine Technology, Inc.
(DMT), under a bankruptcy-sponsored auction proceeding.  The bid
was $16.5 million.

A bankruptcy court hearing to approve the sale of this Class 2
dynamically positioned vessel is scheduled for June 2, 2010.  The
U.S. flagged and built DMT Sapphire was commissioned in 2002, is
237 feet long, and will be delivered to Oceaneering at a Louisiana
shipyard.

Oceaneering intends to make an additional investment to upgrade
the DMT Sapphire.  The vessel will have an Oceaneering saturation
(SAT) diving system permanently installed onboard and be outfitted
with a new crane and telecommunications, video, and survey
equipment. It will be renamed at a later date.

T. Jay Collins, President and Chief Executive Officer, stated,
"Our Subsea Projects business has performed admirably for the past
five years and created an excellent reputation for SAT diving
service work in the Gulf of Mexico.  This pending acquisition is
consistent with our intent to augment our vessel fleet by
purchasing quality assets at attractive prices.

"Assuming the court approves our bid, the addition of the DMT
Sapphire should be accretive to our earnings in 2011."

In accordance with the Safe Harbor provisions of the Private
Securities Litigation Reform Act of 1995, Oceaneering
International, Inc. cautions that statements in this press release
which are forward-looking involve risks and uncertainties that may
impact Oceaneering's actual results.  The forward-looking
statements in this press release concern Oceaneering's: intent to
accept delivery of the DMT Sapphire at a Louisiana shipyard;
intent to make an additional investment to upgrade the DMT
Sapphire with the permanent installation onboard of an Oceaneering
SAT diving system, a new crane, and telecommunications, video, and
survey equipment; intent to rename the vessel at a later date; and
projection that the addition of the DMT Sapphire should be
accretive to earnings in 2011.  Although Oceaneering's management
believes that the expectations reflected in these forward-looking
statements are reasonable, Oceaneering can give no assurance that
the expectations will prove to have been correct.  The statements
are made based on various underlying assumptions and are subject
to numerous uncertainties and risks.  If one or more of these
risks materialize, or if underlying assumptions prove incorrect,
actual results may vary materially from those expected.  For a
more complete discussion of these and other risk factors, please
see Oceaneering's annual report on Form 10-K for the year ended
December 31, 2009 and subsequent quarterly reports on Form 10-Q
filed with the Securities and Exchange Commission.

Oceaneering is a global oilfield provider of engineered services
and products primarily to the offshore oil and gas industry, with
a focus on deepwater applications.  Through the use of its applied
technology expertise, Oceaneering also serves the defense and
aerospace industries.

                       About Deep Marine

headquartered in Houston, Texas, Deep Marine Technology --
http://www.deepmarinetech.com/-- is an independent subsea service
provider to the Offshore Oil and Gas Industry.  Deep Marine
Holdings, Inc., filed for chapter 11 bankruptcy protection (Case
No. 09-39314) on December 4, 2009, before the United States
Bankruptcy Court for the Southern District of Texas in Houston.

Affiliates Deep Marine Technology Inc., Deep Marine 1, LLC, Deep
Marine 2, LLC, Deep Marine 3, LLC, and Deep 4 Marine, LLC, also
sought bankruptcy protection.

The Debtors are represented by Bracewell & Guiliani, L.L.P.  The
Debtors disclosed $100,000,001 to $500,000,000 in total assets.


DELTA MUTUAL: Board OKs 5-Year Employment Pacts with CEO and EVP
----------------------------------------------------------------
Delta Mutual's Board of Directors approved five-year term
executive employment agreements between the Company and Dr. Daniel
R. Peralta, Chairman and Chief Executive Officer, and Malcolm W.
Sherman, Executive Vice President, effective March 22, 2010 and
March 23, 2010, respectively.

Dr. Peralta's Employment Agreement provides for a fixed annual
salary of $500,000; Mr. Sherman's Employment Agreement provides
for a fixed annual salary of $350,000.  Under the Employment
Agreements, both executives are eligible for participation in a
bonus pool with other senior executives.  For the second year of
the term of each Employment Agreement the bonus shall be computed
with reference to increases over the corresponding quarterly
profit for the year 2006, based on the quarterly reports of the
Company for the year 2006; for the third year, the bonus shall be
based on the financial performances detailed in the quarterly
reports for the year 2007; and for the fourth year of the
Employment Agreements, the bonus shall be based on the quarterly
reports for the year 2008, and shall continue for the quarterly
filings for the year 2009 and each subsequent year during the
respective terms of each of the Employment Agreements.

The bonuses will be pooled with those of other senior executives
and be computed based on a total bonus pool equal to 15% of the
net profits of the Company as set forth in the Company's SEC
filings.

                        About Delta Mutual

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

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

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

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


DIAMANTE ROSE: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Diamante Rose, Limited Liability Company
        4035 S. El Capitan Way
        Las Vegas, NV 89147

Bankruptcy Case No.: 10-18989

Chapter 11 Petition Date: May 16, 2010

Court: U.S. Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Bruce A. Markell

Debtor's Counsel: Spencer M. Judd, Esq.
                  Macdonald & Judd
                  6625 W. Sahara, Suite 1
                  Las Vegas, NV 89146
                  Tel: (702) 870-1771
                  Fax: (702) 869-0683
                  E-mail: spencer@jsmjlaw.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
$2,500,000 while debts total $1,350,000.

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

The petition was signed by William Gayler, manager.


DUNE ENERGY: UBS AG Holds 21.78% of Common Stock
------------------------------------------------
UBS AG said it may be deemed to beneficially own 10,935,008 shares
or roughly 21.78% of the common stock of Dune Energy Inc. as of
May 6, 2010.

UBS said the number of Common Shares beneficially owned consists
of 9,729,476 Common Shares underlying 10% Senior Redeemable
Convertible Preferred Stock and 1,205,532 Common Shares.  As May
6, 2010 each share of Preferred Stock converts into 114.29 Common.
The make whole premium on the Preferred shares has expired as of
record date April 2, 2010.

                         About Dune Energy

Dune Energy, Inc. (NYSE AMEX: DNE) -- http://www.duneenergy.com/
-- is an independent energy company based in Houston, Texas.
Since May 2004, the Company has been engaged in the exploration,
development, acquisition and exploitation of natural gas and crude
oil properties, with interests along the Louisiana/Texas Gulf
Coast.  The Company's properties cover over 90,000 gross acres
across 27 producing oil and natural gas fields.

The Company's balance sheet as of December 31, 2009, showed
$372.6 million in assets, $372.9 million of debts, and
$184.8 million in redeemable convertible preferred stock, for a
stockholders' deficit of $185.1 million.

Standard & Poor's Ratings Services revised its recovery rating on
Dune Energy Inc.'s $300 million second-lien notes upon updated
reserve information.  S&P has revised the rating to '4',
indicating its expectation for average (30%-50%) recovery in the
event of a payment default, from '3'.  The issue-level rating of
'CCC-' on these notes remains unchanged.


DUNE ENERGY: Post $7.9 Million Net Loss for 1st Quarter 2010
------------------------------------------------------------
Dune Energy Inc. reported results for the first quarter of 2010.

Net loss totaled $7.9 million for the first quarter of 2010, and
$12.1 million for the first quarter of 2009.  Preferred stock
dividends were $6.4 million in the first quarter of 2009 versus
$8.9 million in the first quarter of 2008.  Net loss per share,
both basic and fully diluted, for the quarter was $0.36, based on
40.2 million weighted average shares outstanding as compared with
a loss of $1.03 per share in the first quarter of 2009 with 20.2
million weighted average shares outstanding.  The increased
outstanding common shares are associated with the conversion of
Preferred shares into common shares and reflect a 1 for 5 reverse
split completed in December of 2009.

The Company's balance sheet at March 31, 2010, showed
$369.1 million in total assets, $188.6 million redeemable
convertible preferred stock, and $376.5 million in total
liabilities, for a $196.1 million stockholders' deficit.

Revenue for the first quarter totaled $20.3 million as compared
with $14.3 million for the first quarter of 2009.  Production
volumes in the first quarter were 180 Mbbls of oil and 1.17 Bcf of
natural gas, or 2.3 Bcfe. This compares with 198 Mbbls of oil and
1.18 Bcf of natural gas, or 2.4 Bcfe for the first quarter of
2009.  In the first quarter of 2010, the average sales price per
barrel of oil was $76.24, and $5.57 per mcf for natural gas, as
compared with $39.86 per barrel and $5.43 per mcf, respectively
for the first quarter of 2009. T he primary reasons behind the
increase in revenue were higher average sales prices in the first
quarter of 2010 versus the first quarter of 2009.

Total lease operating expense for the first quarter totaled $8.5
million versus $7.0 million for the first quarter of 2009.
Approximately $347,000 of this increase was associated with a
prior year adjustment, $400,000 was associated with increased salt
water disposal costs in one field and $300,000 was associated with
increased production and resultant expenses at our Chocolate Bayou
Field.  Cash G&A expense totaled $2.6 million for the first
quarter of 2009 versus $3.4 million for the first quarter of 2008.
The $0.8 million decrease reflects a continued focus on cost
controls.  Interest financing expense was $8.9 million for the
first quarter of 2010 versus the $8.7 million of 2009, primarily
associated with payment of 10.5% interest on the $300 million of
Senior Secured Notes.  The company incurred a gain of $1.3 million
on hedging during the first quarter of 2010 versus a $2.8 million
gain in the first quarter of 2009.

The company amended its revolver with Wells Fargo Foothill on
March 23, 2010 extending the maturity to March 31, 2011.  Current
availability under the revolver is $40 million subject to several
covenants regarding EBITDA, production, capital and payables.  At
the end of the quarter $24 million was drawn on the revolver and
$8.5 million of letters of credit were outstanding.  Cash at the
end of the quarter was $20.1 million resulting in liquidity of
$27.6 million.

James A. Watt, President and Chief Executive Officer stated, "Our
recent release detailed the potential of the Chocolate Bayou field
and our Garden Island Bay deep subsalt prospect.  With deals
coming together for these prospects, there is visibility for the
upside potential of our asset base.  In order to manage liquidity
we will seek industry partners on a promoted basis to participate
in high potential drilling opportunities and may monetize certain
non-core assets.  The resultant improved liquidity along with the
expiration of the make whole on the Preferred shares should allow
value to accrue to all stake holders assuming success in our
drilling programs."

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

                         About Dune Energy

Dune Energy, Inc. (NYSE AMEX: DNE) -- http://www.duneenergy.com/
-- is an independent energy company based in Houston, Texas.
Since May 2004, the Company has been engaged in the exploration,
development, acquisition and exploitation of natural gas and crude
oil properties, with interests along the Louisiana/Texas Gulf
Coast.  The Company's properties cover over 90,000 gross acres
across 27 producing oil and natural gas fields.

The Company's balance sheet as of December 31, 2009, showed
$372.6 million in assets, $372.9 million of debts, and
$184.8 million in redeemable convertible preferred stock, for a
stockholders' deficit of $185.1 million.

Standard & Poor's Ratings Services revised its recovery rating on
Dune Energy Inc.'s $300 million second-lien notes upon updated
reserve information.  S&P has revised the rating to '4',
indicating its expectation for average (30%-50%) recovery in the
event of a payment default, from '3'.  The issue-level rating of
'CCC-' on these notes remains unchanged.


EAGLE AUTO: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Eagle Auto, Inc.
          dba Boswell's Auto Service
        6133 Covered Bridge Road
        Burke, VA 22015

Bankruptcy Case No.: 10-21068

Chapter 11 Petition Date: May 17, 2010

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

Judge: Wendelin I. Lipp

Debtor's Counsel: Michael G. Wolff, Esq.
                  15245 Shady Grove Road, Suite 465
                  North Lobby
                  Rockville, MD 20850
                  Tel: (301) 984-6266
                  Fax: (301) 816-0592
                  E-mail: smalinowski@gwolaw.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
$819,673 while debts total $1,944,964.

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/mdb10-21068.pdf

The petition was signed by Samer AlShantir, president.


EINSTEIN NOAH: Posts $620 Million Net Income for March 30 Quarter
-----------------------------------------------------------------
Einstein Noah Restaurant Group filed with the Securities and
Exchange Commission its Form 10-Q for the quarterly period ended
March 30, 2010.

The company reported net income of $620,000 on $100.8 million of
total revenue for the 13 weeks ended March 30, 2010, compared with
$1.85 million net income on $100.4 million of total revenue during
the 13 weeks ended March 31, 2009.

The Company's balance sheet at March 30, 2010, showed $211.5
million total assets and $137.2 million total liabilities, for a
$63.7 million stockholders' equity.  Accumulated deficit has
reached $202.7 million as of March 30.

A full-text copy of the company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?6202

               About Einstein Noah Restaurant Group

Based in Lakewood, Colorado, Einstein Noah Restaurant Group Inc.
(Nasdaq: BAGL) -- http://www.einsteinnoah.com/-- operates a
a retail chain of quick casual restaurants in the United States,
specializing in foods for breakfast and lunch.  The Company
operates locations primarily under the Einstein Bros.(R) Bagels
and Noah's New York Bagels(R) brands and primarily franchises
locations under the Manhattan Bage(R) brand.  The Company's retail
system consists of more than 600 restaurants, including more than
100 license locations, in 35 states plus the District of Columbia.

As of September 29, 2009, Einstein Noah had total assets of
$213,792,000 against $155,494,000 in total liabilities.  The
September 29 balance sheet showed strained liquidity: the Company
had $36,262,000 in total current assets against $69,956,000 in
total current liabilities.


EXTENDED STAY: Starwood Submits Competing Bid; Auction on May 27
----------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Extended Stay Inc.
confirmed that Starwood Capital Group LLC made a preliminary bid
by the deadline to top the stalking horse offer from Centerbridge
Partners LP and Paulson & Co.  With another bid, Extended Stay
hopes for a successful auction on May 27 where the winner will
acquire Extended Stay under a Chapter 11 plan.

Extended Stay scheduled a June 17 hearing for approval of the
disclosure statement describing the reorganization plan reflecting
the outcome of the May 27 auction.  Extended Stay hopes for a
confirmation hearing of the plan by July 20.

                        About Extended Stay

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

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

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


FIDELITY NATIONAL: Fitch Puts 'BB+' IDR on Watch Negative
---------------------------------------------------------
Following Fidelity National Information Services, Inc.'s (FIS)
announcement of its decision to pursue a leveraged
recapitalization, Fitch Ratings has placed the following ratings
of FIS on Rating Watch Negative:

--Issuer Default Rating (IDR) 'BB+';
--$900 million secured revolving credit facility (RCF) 'BBB-'; and
--Senior secured term loan A 'BBB-'.

Fitch has also placed on Rating Watch Negative the following
ratings for Metavante Technologies Inc. (Metavante):

--IDR 'BB+'; and
--$800 million senior secured term loan B 'BBB-'.

FIS previously announced that its board of directors had formed a
special committee to evaluate two potential strategic
alternatives, including a leveraged buyout as well as a leveraged
recapitalization of the company and share repurchase program.
Subsequently, FIS announced that discussions regarding a leveraged
buyout had ended and that the company has decided to pursue a
substantial debt financed share repurchase.

Total liquidity as of March 31, 2010, was $1.2 billion consisting
principally of $561 million available under FIS' $900 million
senior secured revolving credit facility expiring January 2012,
approximately $464 million in cash and $145 million available on
an asset-backed securitization program expiring November 2013.

Total debt as of March 31, 2010 was $3.1 billion and consisted
principally of $1.8 billion outstanding under a senior secured
term loan A issued at FIS and maturing January 2012; $339 million
drawn on FIS' senior secured revolving credit facility; $50
million outstanding under a senior secured term loan C maturing
January 2012 and $793 million remaining under Metavante's senior
secured term loan B maturing November 2014.


FORTUNE INDUSTRIES: Julia Reed Steps Down From Board
----------------------------------------------------

Julia Reed on May 7, 2010, resigned from Fortune Industries,
Inc.'s Board of Directors and from the Company's Audit Committee.
Ms. Reed's resignation was not due to a disagreement with the
Company on any matter relating to the Company's operations,
policies or practices.

                     About Fortune Industries

Fortune Industries, Inc., is a holding company of providers of
full service human resources outsourcing services through co-
employment relationships with their clients.

                        Going Concern Doubt

Somerset CPAs, P.C., in Indianapolis, Indiana, expressed
substantial doubt about Fortune Industries, Inc.'s ability to
continue as a going concern after auditing the Company's financial
statements for fiscal periods ended June 30, 2009, Aug. 31, 2008,
and 2007.  The auditor noted that the Company has had recurring
losses from operations and has a net capital deficiency.


FORTUNE INDUSTRIES: Reports $176,000 Net Loss for March 31 Qtr
--------------------------------------------------------------
Fortune Industries, Inc. said net loss available to common
shareholders was $176,000 for the three months ended March 31,
2010.  For the nine months ended March 31, 2010, the Company
reported net income available to common shareholders of $670,000.
Total revenues were $15,319,000 for the three months ended March
31, 2010, and $45,133,000 for the nine months ended March 31,
2010.

At March 31, 2010, the Company had total assets of $29,817,000
against total liabilities of $10,365,000.

Effective November 30, 2008, the Company completed a transaction
to sell all of the outstanding shares of common stock of the
following wholly-owned subsidiaries: James H Drew Corporation,
Nor-Cote International, Inc., Fortune Wireless, Inc. and
Commercial Solutions, Inc.  The subsidiaries were sold to related
party entities owned by the Company's majority shareholders in
exchange for a $10,000,000 reduction in the outstanding balance of
the term loan note due to the majority shareholder and a three-
year term note in the amount of $3,240,000.  The transaction also
included the conversion of the remaining term loan note balance to
Preferred Stock and the issuance of additional warrants.  The
Company did not recognize any gain from the sale as the
consideration paid by the two largest shareholders as it was equal
to the net book value of the sold subsidiaries.

Effective November 30, 2008, the Company no longer operated in the
Wireless Infrastructure, Transportation Infrastructure,
Ultraviolet Technologies and Electronics Integration Segments.

Effective December 1, 2008, the Company devoted substantially all
its resources on the growth and profitability of the Business
Solutions segment.

According to the Company, by selling the subsidiaries in four
segments that overall have been underperforming and require a
higher level of working capital investment, its management
believes they will be able to start generating positive cash flows
immediately.  The conversion of the outstanding debt to preferred
stock by the Company's majority shareholder will also result in a
significant decrease in the debt service requirements in 2010.
With the Company's human capital and financial resources all
focusing on the profitability of a segment that historically has
generated operating income and positive cash flows from
operations, management believes the Company will have adequate
cash to fund anticipated needs through June 30, 2010.

On April 30, 2010, the Company entered into a $1 million term note
with a bank.  The term note requires 24 consecutive monthly
payments of principal plus accrued interest at the Bank's Prime
Rate (not less than 4.5% per annum).  The term note matures on
April 30, 2012.   The term note is secured by all assets of the
Company and the personal guarantee of the Company's majority
shareholder.  The note is subject to certain covenants including
minimum cash flow coverage and current ratio requirements.

A full-text copy of the Company's Form 10-Q is available at no
charge at http://ResearchArchives.com/t/s?62aa

                     About Fortune Industries

Fortune Industries, Inc., is a holding company of providers of
full service human resources outsourcing services through co-
employment relationships with their clients.

                        Going Concern Doubt

Somerset CPAs, P.C., in Indianapolis, Indiana, expressed
substantial doubt about Fortune Industries, Inc.'s ability to
continue as a going concern after auditing the Company's financial
statements for fiscal periods ended June 30, 2009, Aug. 31, 2008,
and 2007.  The auditor noted that the Company has had recurring
losses from operations and has a net capital deficiency.


GENTA INC: Senior VP & COO Lloyd Sanders Steps Down
---------------------------------------------------
W. Lloyd Sanders, senior vice-president and chief operating
officer of Genta Incorporated, resigned from the Company,
effective May 7, 2010, to pursue other interests.  The Board of
Directors of the Company accepted Mr. Sanders's notice of
resignation from his position, effective May 7, 2010.

The Company says that Mr. Sanders' resignation was not the result
of any disagreement with the Company.  Mr. Sanders had served as
the Company's Senior Vice-President and Chief Operating Officer
since March 2008 and had been Senior Vice-President, Commercial
Operations since October 2006.

On May 7, 2010, the Board of Directors named Gary Siegel, Vice
President, Finance, the Company's Principal Financial Officer,
Principal Accounting Officer, and Secretary to the Board of
Directors.  Mr. Siegel had been appointed to these positions on an
interim basis in February 2008.  In recognition of this change,
the Compensation Committee of the Company approved an increase in
Mr. Siegel's annual salary from $210,000 to $250,000.

The Compensation Committee also agreed to guarantee the payment of
Mr. Siegel's annual bonus target for 2010, previously established
at 25.0% of his annual salary, or $62,500.00 and payable in
January 2011, as long as Mr. Siegel is still employed by the
Company on December 31, 2010.

                            About Genta

Berkeley Heights, New Jersey, Genta Incorporated (OTCBB: GETA.OB)
-- http://www.genta.com/-- is a biopharmaceutical company with a
diversified product portfolio that is focused on delivering
innovative products for the treatment of patients with cancer.

At December 31, 2009, the Company had total assets of
$12.229 million against total current liabilities of
$10.501 billion and total long-term liabilities of $4.590 million,
resulting in stockholders' deficit of $2.862 million.


GREEN SCENE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Green Scene, Inc.
        aka Green Scene Hydroseeding, Inc
        3515 Stern Dr
        Saint Charles, IL 60174

Bankruptcy Case No.: 10-72521

Chapter 11 Petition Date: May 17, 2010

Court: United States Bankruptcy Court
       Northern District of Illinois (Rockford)

Judge: Manuel Barbosa

Debtor's Counsel: Richard G. Larsen, Esq.
                  Myler, Ruddy & McTavish
                  105 E. Galena Blvd., 8th Floor
                  Aurora, IL 60505
                  Tel: (630) 897-8475
                  Fax: (630) 897-8076
                  E-mail: rglarsen@mrmlaw.com

Scheduled Assets: $533,818

Scheduled Debts: $1,944,406

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ilnb10-72521.pdf

The petition was signed by Robert Dore, president.


GREGORY MORRIS: Case Summary & 9 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Gregory S. Morris
        500 Devonshire Drive
        Hollidaysburg, PA 16648

Bankruptcy Case No.: 10-70574

Chapter 11 Petition Date: May 16, 2010

Court: United States Bankruptcy Court
       Western District of Pennsylvania (Johnstown)

Debtor's Counsel: Robert O. Lampl, Esq.
                  960 Penn Avenue, Suite 1200
                  Pittsburgh, PA 15222
                  Tel: (412) 392-0330
                  Fax: (412) 392-0335
                  E-mail: rol@lampllaw.com

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

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

The petition was signed by Gregory S. Morris.

Debtor's List of 9 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
S&T Bank                  Loans                  $13,789,382
P.O. Box 469
Indiana, PA 15701

Ameriserve Financial      Loans                  $12,565,070
Bank
216 Main Street
Johnstown, PA 15901

Jersey Shore Bank         Loans                  $8,585,787
300 Market Street
Williamsport, PA 17701

Jersey Shore Bank         Loans                  $2,831,286
300 Market Street
Williamsport, PA 17701

First National Bank       Loans                  $1,855,378
4140 E. State Street
Hermitage, PA 16148

Blumling & Gusky, LLP     Legal Fees             $400,000
Koppers Building
436 Seventh Avenue,
Suite 1200
Pittsburgh, PA 15219

The Orr Group, Inc.       Construction           $374,773
Constructors              Debt
428 Seventh Avenue
P.O. Box 268
Altoona, PA 16603

County National Bank      Loan                   $224,865

Richard Bowen             Employment             $200,000


GREGORY PALMER: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Gregory Palmer
        11000 Hibner Road
        Hartland, MI 48353

Bankruptcy Case No.: 10-32813

Chapter 11 Petition Date: May 17, 2010

Court: U.S. Bankruptcy Court
       Eastern District of Michigan (Flint)

Judge: Daniel S. Opperman.Flint

Debtor's Counsel: R. Reid Krinock, Esq.
                  403 E. Grand River, Suite D
                  Brighton, MI 48116
                  Tel: (810) 229-5955
                  E-mail: rkrinock@sbcglobal.net

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.


HEALTH MANAGEMENT: Fitch Affirms Issuer Default Rating at 'B+'
--------------------------------------------------------------
Fitch Ratings has taken the following rating actions on Health
Management Associates (HMA):

--Issuer Default Rating (IDR) affirmed at 'B+';
--Secured bank facility upgraded to 'BB+/RR1' from 'BB/RR2';
--Senior secured notes upgraded to 'BB+/RR1' from 'BB/RR2';
--Subordinated convertible notes affirmed at 'B-/RR6'.

The Rating Outlook is revised to Positive from Stable.  The
ratings apply to approximately $3.1 billion in debt outstanding as
of March 31, 2010.

As reflected by the Positive Outlook, HMA's IDR is at the high end
of the 'B+' rating category.  Although HMA has been exhibiting
positive momentum in its operating and credit metrics since late
2008, Fitch previously commented that some important risks to the
credit profile were constraining the ratings.  HMA has recently
made progress in addressing these two issues - limited cushion
under its credit facility financial maintenance covenants, and the
questionable sustainability of its improved operating trend.  The
remaining major obstacle before an upgrade to a 'BB' category IDR
is enhanced visibility with respect to the company's cash
deployment strategy, particularly as it pertains to potential
hospital acquisitions.

The ratings are supported by a sustained trend of improvement in
HMA's operating and credit metrics since the second half of 2008
(2H'08).  Fitch believes that management's operational initiatives
designed to gain market share and improve profitability clearly
have traction.  HMA's organic patient volume growth has outpaced
that of the broader for-profit hospital industry consistently
since late 2008, and levels of organic revenue growth have
outpaced the industry beginning in the 2H'09.

Fitch is cautiously optimistic about the operating outlook for the
for-profit hospital industry throughout the balance of 2010 and
into 2011, supporting its moderately positive near-term operating
outlook for HMA.  However, there are some important operational
headwinds.  First, Fitch does expect that the company's industry
leading levels of patient volume and organic revenue growth will
be tempered in 2010 relative to the strong initial results
produced by its operational improvement programs, as the company
is now facing more difficult comparisons relative to its strong
2009 performance.  In addition, strained macro economic conditions
continue to have negative implication for patient demand and
uncompensated care expense.  HMA's acute care hospital facilities
are centralized in Florida and Mississippi, regions where
unemployment rates remain significantly elevated.

However, the hospital industry is relatively non-cyclical, with
the most significant factors being regulatory, not economic,
changes.  Despite the effects of macro economic pressures,
operating and credit metrics across the for-profit hospital
industry improved in 2009, mostly as a result of improved
profitability due to strong commercial managed care pricing trends
and constrained growth in operating expenses.  In addition, the
legislative passage of the Patient Protection and Affordable Care
Act has removed some uncertainty surrounding the implications of
regulatory reform on the industry.  The legislation in its current
form has positive implications for insured patient volumes and
uncompensated care levels, which will be offset to some extent by
increased pressure on reimbursement rates - certainly from
government payors, but likely from commercial payors as well.
Between now and the time the crux of the legislation takes effect
in 2014, significant government regulation will have to be
written, which will provide more clarity on its potential industry
impacts.

There was previously significant credit risk related to HMA's
limited operating cushion relative to its credit facility
financial covenants.  Based primarily on lower debt outstanding,
the EBITDA cushion relative to the covenants has improved.  At
March 31, 2010, HMA had a 50 basis point (bps) cushion relative to
its interest coverage covenant, versus 19 bps at March 31, 2009.
However, HMA's covenants continue to tighten incrementally each
quarter, and so significant but not drastic declines in EBITDA
would trip the covenants by year end.  Based on Fitch's
calculations, EBITDA would have to decline by between 15% and 20%
from the second quarter 2010 to fourth quarter 2010 (2Q'10-4Q'10)
versus the prior year period to trip the covenants.  Based on its
moderately positive operating outlook for HMA, Fitch believes that
a 15% EBITDA decline is very unlikely.  Also, HMA has sufficient
visibility and financial flexibility to manage under its covenants
by enacting contingency plans - such as asset divestitures or
reducing capital expenditures - in time to avoid any violations.

HMA's credit metrics have improved with debt-to-EBITDA declining
to 4.3 times (x) for the latest twelve months (LTM) ended March
31, 2010 from 4.7x for the LTM ended March 31, 2009.  In addition
to its operational improvement initiatives, the company has
recently focused on improving its credit profile through debt
reduction; since early 2008 the company has used about $700
million of cash on hand for early debt retirement.  A one-notch
upgrade of the IDR to 'BB-' would be consistent with debt-to-
EBITDA declining to around 4.0x versus the current 4.3x level.
Fitch expects this would be as the result of sustained operational
improvements leading to growth in EBITDA, as it does not expect
the company to continue to use cash for debt reduction as it did
in 2008 and 2009.

HMA's credit profile is also supported by a favorable maturity
schedule and ample liquidity.  HMA has no meaningful debt
maturities until 2014 other than its undrawn credit revolver which
expires in 2013.  The $2.5 billion senior secured term loan
matures in February 2014 and the $400 million senior secured notes
mature April 2016.  Liquidity is provided by approximately $179
million of cash and marketable securities at March 31, 2010,
availability on the company's $500 million senior secured revolver
($455 million available at March 31, 2010), and free cash flow
($238 million for the LTM ended March 31, 2010).  In 2010, Fitch
expects free cash flow (defined as cash from operations less
dividends and capital expenditures) to remain relatively
consistent with current levels.

Fitch expects that HMA's use of free cash flow will be less
conservative in 2010 than it was in 2009, when it used $156
million of cash on hand for debt reduction.  Specifically, HMA has
indicated that it is targeting 2-3 hospital acquisitions in 2010.
HMA did complete one hospital acquisition in 2009, using cash on
hand to purchase Sparks' Health Center in Fort Smith, AR for $138
million, equal to about 55% of Sparks' LTM revenue.  If HMA
continues to fund acquisitions primarily through cash on hand, as
opposed to debt funding, the company's growth through acquisition
strategy would not be inconsistent with a 'BB-' IDR.  However, if
the company decides to use debt to fund acquisitions, resulting in
leverage sustained above 4.0x, the credit profile will remain more
consistent with a 'B+' IDR.

The Recovery Ratings and notching reflect Fitch's recovery
expectations under a distressed scenario.  The 'BB+/RR1' rating
for the secured debt reflects Fitch's expectations for recovery at
the low end of the 91%-100% range under a bankruptcy scenario.
HMA's recovery ratings reflect Fitch's expectation that the
enterprise value of the company, and hence, recovery rates for its
creditors, will be maximized in a restructuring scenario (going
concern), rather than a liquidation.  The secured debt was
upgraded based on better recovery prospects in this scenario due
to improved profitability and a lower debt balance.


HEALTH NET: S&P Upgrades Counterparty Credit Rating to 'BB'
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its counterparty credit
rating on Health Net Inc. (NYSE:HNT) to 'BB' from 'BB-'.  At the
same time, S&P removed the rating from CreditWatch, where it had
been placed with positive implications on May 7, 2010.

S&P said, "Standard & Poor's also affirmed its 'BBB-' counterparty
credit and financial strength ratings on Health Net's core
operating companies--Health Net of California Inc. and Health Net
Life Insurance Co.  In addition, we affirmed our 'BB+'
counterparty credit and financial strength ratings on Health Net
of Arizona Inc., whose status we revised to strategically
important from nonstrategically important under our group
methodology."

"The rating actions reflect our analysis of the estimated impact
of the new TRICARE North Region contract on Health Net's
consolidated revenues, earnings, and unregulated cash flows
relative to the old contract," said Standard & Poor's credit
analyst Neal Freedman.  "We concluded that although the
unregulated cash flows to the holding company will be lower under
the new contract, they will remain meaningful. Therefore, we
raised our rating on Health Net Inc. by one notch."

"The counterparty credit and financial strength ratings on Health
Net and its core operating companies, Health Net of California and
Health Net Life Insurance, reflect their well-established
competitive position in their core California market, meaningful
earnings and cash flow diversity from affiliated subsidiaries'
government contracts, and conservative parent company debt
leverage," said Mr. Freedman.  "Our concerns regarding Health
Net's operating performance deterioration and the company's
limited geographic and product scope somewhat offset these
positive factors."

S&P related, "In addition, we revised the status of Health Net of
Arizona to strategically important from nonstrategically important
under our group methodology based on the parent company's new
strategy as a Western region health insurer following its December
2009 sale of Health Net of the Northeast Inc.'s licensed
subsidiaries."


HELLER EHRMAN: Plan Confirmation Hearing Set for July 6
-------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Heller Ehrman LLC
will seek approval of its liquidating Chapter 11 plan at a
confirmation hearing scheduled for July 6.  It obtained approval
of the explanatory disclosure statement last week.

According to the report, the disclosure statement said unsecured
claims are expected to total $95 million and $155 million.
Because of the number of variables, including recoveries in
lawsuits, the firm didn't guess how much unsecured creditors may
recover under the plan.

Bloomberg relates that creditors of the firm, which once had 730
attorneys, are suing Bank of America NA to recover $58 million
paid to the lender before and after bankruptcy, saying the bank
had a defective lien.  According to the disclosure statement,
victory in the suit will generate $60 million while the pool of
unsecured claims will increase by the amount the bank pays.

Heller Ehrman, according to Bloomberg, is projected to have $13.1
million cash on hand when the plan is confirmed.  To exit Chapter
11, $11.5 million must be paid to priority creditors, such as the
professionals who worked on the case.  Among the funds needed,
$3 million will come from a loan provided by six former partners.

                     About Heller Ehrman, LLP

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

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


IAP WORLWIDE: S&P Upgrades Junk Corprate Credit Rating to 'B-'
--------------------------------------------------------------
Standard & Poor's Ratings Services raised the ratings on Cape
Canaveral, Fla.-based IAP Worldwide Services Inc., including the
corporate credit rating, to 'B-' from 'CCC+'.  At the same time,
S&P assigned a 'B-' rating and a recovery rating of '3' to the
$34.1 million portion of IAP's revolving credit facility that was
extended to Dec. 31, 2012.

"The rating actions reflect IAP's improved operating results that
reduce the risk of a covenant violation and the company's adequate
overall liquidity," said Standard & Poor's credit analyst Dan
Picciotto.  IAP provides contingency operations, facilities
management, and technical services to the U.S. military and
civilian agencies and has more than $1.1 billion in revenues.

S&P said, "IAP was able to improve its operating margin and
generate good free cash flow in 2009, a portion of which it used
to repay first-lien term loans in March 2010.  If business trends
remain favorable such that credit measures do not deteriorate from
recent levels, we could raise the ratings."

"The outlook is positive.  If IAP can sustain its recently
improved operating performance and its liquidity remains adequate,
we could raise the ratings.  For instance, we could raise the
ratings if IAP can maintain debt to EBITDA of around 5x and FFO to
total debt of about 10%. We could revise the outlook to stable if
IAP does not maintain improved operating performance.  For
instance, if debt to EBITDA approaches 6x, we could revise the
outlook to stable," S&P noted


IE ROLLERSPORTS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: IE Rollersports, Inc.
        dba Cal Skate GT
        dba California Skate Grand Terrace
        dba Skaters Brothers.Com
        dba Skate Industries
        22080 Commerce Way
        Grand Terrace, CA 92313

Bankruptcy Case No.: 10-24823

Chapter 11 Petition Date: May 15, 2010

Court: United States Bankruptcy Court
       Central District Of California (Riverside)

Judge: Thomas B. Donovan

Debtor's Counsel: Andrew S. Bisom, Esq.
                  Law Offices of Andrew S Bisom
                  695 Town Center Dr, Suite 700
                  Costa Mesa, CA 92626
                  Tel: (714) 384-6440
                  Fax: (714) 384-6441
                  E-mail: abisom@bisomlaw.com

Scheduled Assets: $2,031,900

Scheduled Debts: $2,702,401

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb10-24823.pdf

The petition was signed by Stanford Arden Carlsen, general
manager.


INC 439: Case Summary & 21 Largest Unsecured Creditors
------------------------------------------------------
Debtor: Inc 439 Federal Road
        aka The Dive Shop
        439 Federal Road
        Brookfield, CT 06804
        Tel: (860) 354-8258

Bankruptcy Case No.: 10-51117

Chapter 11 Petition Date: May 17, 2010

Court: United States Bankruptcy Court
       District of Connecticut (Bridgeport)

Judge: Alan H.W. Shiff

Debtor's Counsel: Joseph J. D'Agostino, Jr., Esq.
                  1062 Barnes Road
                  Suite 304
                  Wallingford, CT 06492
                  Tel: (203) 265-5222
                  Fax: (203) 265-5236
                  E-mail: joseph@lawjjd.com

Scheduled Assets: $3,028,500

Scheduled Debts: $3,777,897

A list of the Company's 21 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ctb10-51117.pdf

The petition was signed by Gary Gordon, officer.


INT'L LEASE FINANCE: Appoints Henri Courpron as President & CEO
---------------------------------------------------------------
American International Group, Inc., and International Lease
Finance Corporation said aviation industry veteran Henri Courpron
has joined ILFC as President and Chief Executive Officer.  Mr.
Courpron, 47, succeeds ILFC Vice Chairman Alan Lund, who has
served as interim ILFC President and CEO since March. Mr. Courpron
will be based in ILFC's Los Angeles headquarters.

"Henri Courpron, one of the aviation industry's most experienced
leaders, is joining the ILFC team at a very exciting time," said
Robert H. Benmosche, AIG President and CEO. "ILFC, the leading
franchise in the aircraft leasing arena, is clearly positioned for
the future, and we are greatly looking forward to Henri's
leadership as we continue to extend ILFC's position as the
industry's pre-eminent competitor.

"ILFC has established real momentum over the last several months,"
Mr. Benmosche said. "Having stabilized the company's financial
position, ILFC is now ready to begin growing its fleet. We have
reiterated our commitment and the depth of our resources available
to our customers across the industry, and the financial markets
have demonstrated their confidence in the ILFC team and franchise.
As is well-known, ILFC has raised more than $8 billion in
liquidity from new debt, bank debt maturity extensions, and
aircraft sales.

"I'd like to personally thank Alan Lund for his leadership and
dedication," Mr. Benmosche said. "Much of the credit for the
dramatic improvement in ILFC's financial position belongs with
Alan, and we are delighted that he has agreed to remain during the
transition. Alan is a true partner."

"Henri is well-known in the aviation industry for his customer
focus, and ILFC and its customers will benefit from that as we
remain committed to ILFC's position as a strong, enduring
franchise," said Douglas M. Steenland, chairman of ILFC's Board
and a member of the AIG Board of Directors.

Henri Courpron began his aviation career in 1987 with Aerospatiale
+ Airbus-France, where he held management positions in procurement
and sales before moving to Airbus-North America to serve from 1992
to 2005 in various executive positions, including President and
CEO of Airbus North America Holdings. He returned to France where
he served until 2007 as Airbus Executive Vice President --
Procurement. He joins ILFC from the Seabury Group, an advisory and
investment banking firm in aviation and aerospace based in New
York and Toulouse, France, where he was President.

                           *     *     *

The Wall Street Journal's Daniel Michaels and Serena Ng report
that Mr. Courpron said he was approached for the ILFC top job by
Douglas Steenland, an AIG director and former CEO of Northwest
Airlines who became ILFC's nonexecutive chairman in late 2009.
The report notes the two have known each other since Mr. Courpron
was an Airbus sales executive in the U.S. handling Northwest
Airlines, a major Airbus client.  Mr. Courpron's selection as
ILFC's next leader "was a consensus decision" reached by Mr.
Steenland, interim CEO Alan Lund and Mr. Benmosche, according to a
person familiar with the matter, the Journal relates.

The source told the Journal, Mr. Courpron impressed them with his
"unparalleled" sales and marketing skills, and "his contacts in
the industry are wide and deep."  The source added that the new
CEO should "be able to effectively place [leases for] airplanes
and keep them placed."

                            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.

                            About ILFC

International Lease Finance Corporation, headquartered in Los
Angeles, California, is the international market leader in the
leasing and remarketing of advanced technology commercial jet
aircraft to airlines around the world. ILFC owns a portfolio
consisting of more than 1,000 jet aircraft.

                           *     *     *

ILFC carries Fitch's 'BB' Issuer Default Rating.  ILFC holds S&P's
(BBB-/Watch Neg/--) Corp. credit rating.  It holds 'B1' corporate
family and senior unsecured ratings at Moody's.


INTERNATIONAL COAL: Files Form 10-Q for March 31 Quarter
--------------------------------------------------------
International Coal Group Inc. filed with the Securities and
Exchange Commission its Form 10-Q for quarter ended March 31,
2010.

The Company reported these results:

   * Adjusted EBITDA, or earnings before deducting interest,
     income taxes, depreciation, depletion, amortization, loss on
     extinguishment of debt and noncontrolling interest, increased
     to $46.9 million compared to $44.5 million for the first
     quarter of 2009.

   * Net loss was $8.9 million, or $0.05 per share on a diluted
     basis, for the first quarter of 2010 compared to net income
     of $3.7 million, or $0.02 per share on a diluted basis, for
     the first quarter of 2009. Net loss for the first quarter of
     2010 included a $22.0 million pre-tax loss on extinguishment
     of debt related to the Company's capital restructuring.
     Excluding this loss, pro forma net income would have been
     $6.2 million, or $0.03 per share on a diluted basis.

   * Margin per ton sold increased 31% to $11.67 in the first
     quarter of 2010 compared to $8.94 for the same period last
     year, primarily due to higher realized prices and improved
     operational performance.

   * Revenues were $288.6 million for the first quarter of 2010
     compared to $305.0 million for the first quarter of 2009,
     with the decrease primarily due to the weak thermal market.

The Company's balance sheet at March 31, 2010, showed $1.58
billion in total assets and $834.28 million in total liabilities,
for a stockholders' equity of $750.29 million.

"Our first quarter results reflect strong performance from all our
operations," said Ben Hatfield, President and CEO of ICG.  "Both
Adjusted EBITDA and margin on coal sales exceeded the first
quarter of 2009 results."

Mr. Hatfield continued, "We also moved toward completion of our
strategic capital restructuring during the quarter.  Our
recapitalization efforts strengthened our liquidity, reduced
future interest expense and significantly extended our debt
maturity profile.  In addition, we secured a new credit facility
that provides increased borrowing capacity and greater
flexibility."

Mr. Hatfield concluded, "Coal markets continue to show
improvement, particularly in the metallurgical sector.
Metallurgical coal prices have further strengthened with recent
international settlements.  Thermal coal prices have not recovered
to the same degree, but cold winter weather has helped to
stabilize the pricing environment for that product."

                        Liquidity and Debt

As of March 31, 2010, the Company had $301.7 million in cash, of
which $136.4 million was disbursed on April 6, 2010 in conjunction
with the Company's repurchase of its 9% Convertible Notes.
Currently, the Company has $41.6 million in borrowing capacity
available under its new credit agreement.

Debt outstanding as of March 31, 2010 totaled $473.2 million, net
of a $43.5 million discount, consisting primarily of $115.0
million aggregate principal amount of newly issued 4.0%
Convertible Senior Notes and $200.0 million aggregate principal
amount of newly issued 9.125% Senior Secured Second-Priority
Notes.  Debt also included $139.5 million aggregate principal
amount of the Company's previously issued 9.0% Convertible Notes
and $5.9 million aggregate principal amount of the Company's
previously issued 10.25% Senior Notes.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?61d0

                  About International Coal Group

Scott Depot, West Virginia-based International Coal Group, Inc.
(NYSE: ICO) produces coal in Northern and Central Appalachia and
the Illinois Basin.  The Company has 13 active mining complexes,
of which 12 are located in Northern and Central Appalachia, and
one in Central Illinois.  ICG's mining operations and reserves are
strategically located to serve utility, metallurgical and
industrial customers throughout the eastern United States.

                           *     *     *

As reported by the Troubled Company Reporter on March 11, 2010,
Standard & Poor's Ratings Services raised its corporate credit
rating on International Coal Group LLC to 'B+' from 'B-'.

The TCR on March 10, 2010, Moody's Investors Service affirmed the
ratings of International Coal Group, including the corporate
family rating of Caa1.  Moody's assigned a Caa1 (LGD 4; 57%)
rating to the company's new $200 million second lien senior
secured notes due 2018.  The rating outlook remains stable.


JACKIE SAUNDERS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Joint Debtors: Jackie Lee Saunders
               Betty Sue Saunders
               1095 Twin Cedars Road
               Chickamauga, GA 30707

Bankruptcy Case No.: 10-12866

Chapter 11 Petition Date: May 17, 2010

Court: United States Bankruptcy Court
       Eastern District of Tennessee (Chattanooga)

Judge: John C. Cook

Debtor's Counsel: Lorraine Raymond, Esq.
                  3335 Ringgold Road, Suite 104
                  East Ridge, TN 37412
                  Tel: (423) 697-9016
                  E-mail: loriatt@aol.com

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

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

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

The petition was signed by the Joint Debtors.


JANICE & J.W.: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Janice & J.W. Snyder, Inc.
        4522 Road 16
        Harrisburg, NE 69345

Bankruptcy Case No.: 10-41523

Chapter 11 Petition Date: May 17, 2010

Court: U.S. Bankruptcy Court
       District of Nebraska (Lincoln Office)

Debtor's Counsel: William L. Needler, Esq.
                  William L. Needler & Associates, Ltd.
                  P.O. Box 177
                  Ogallala, NE 69153
                  Tel: (308) 284-4505
                  Fax: (308) 284-3813
                  E-mail: williamlneedler@aol.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 J. W. Snyder, president.


JOHN SNYDER: Voluntary Chapter 11 Case Summary
----------------------------------------------
Joint Debtors: John W. Synder
               Janice L. Snyder
                 dba J.W. Snyder Partnership
                     J Bar2 Producers Limited Partnership
               4572 Road 16
               Harrisburg, NE 69345
               Tel: (308) 235-5687

Bankruptcy Case No.: 10-41524

Chapter 11 Petition Date: May 17, 2010

Court: U.S. Bankruptcy Court
       District of Nebraska (Lincoln Office)

Debtor's Counsel: William L. Needler, Esq.
                  William L. Needler & Associates, Ltd.
                  P.O. Box 177
                  Ogallala, NE 69153
                  Tel: (308) 284-4505
                  Fax: (308) 284-3813
                  E-mail: williamlneedler@aol.com

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

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

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

The petition was signed by the Joint Debtors.


LARS LANGLO: Case Summary & 11 Largest Unsecured Creditors
----------------------------------------------------------
Joint Debtors: Lars Herbert Langlo
               Marion Liane Langlo
               604 W. Massachusetts Street
               Hernando, FL 34442

Bankruptcy Case No.: 10-04186

Chapter 11 Petition Date: May 17, 2010

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

Judge: Paul M. Glenn

Debtor's Counsel: Robert D. Wilcox, Esq.
                  Wilcox Law Firm
                  Enterprise Park
                  4190 Belfort Road, Suite 315
                  Jacksonville, FL 32216
                  Tel: (904) 281-0700
                  Fax: (904) 513-9201
                  E-mail: rwilcox@wilcoxlawfirm.com

Scheduled Assets: $1,535,863

Scheduled Debts: $3,231,734

A list of the Company's 11 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/flmb10-04186.pdf

The petition was signed by Lars Herbert Langlo and Marion Liane
Langlo.


LEHMAN BROTHERS: LBI Trustee Has Received $84.4MM for Work
----------------------------------------------------------
Bill Rochelle at Bloomberg News reports that the trustee for
Lehman Brothers Holdings' brokerage and his law firm were paid
$84.4 million for 19 months' work liquidating the defunct
affiliate, according to a bankruptcy court filing.  The brokerage
operations went into liquidation on Sept. 19.

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

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

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

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

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

                International Operations Collapse

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

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

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


LEHMAN BROTHERS: Judicial Watch Files Lawsuit to Obtain Documents
-----------------------------------------------------------------
Judicial Watch, the public interest group that investigates and
prosecutes government corruption, filed a Freedom of Information
Act (FOIA) lawsuit on May 11 against the Board of Governors of the
Federal Reserve System for documents related to the bailout of
American International Group (AIG) and the bankruptcy of Lehman
Brothers.  The lawsuit was filed on behalf of former Federal
Reserve employee Vern McKinley.  The lawsuit is part of Judicial
Watch's comprehensive investigation to determine under what legal
authorities and lawful rationales the federal government initiated
the Wall Street bailouts.

With his March 21, 2010, FOIA request targeting information
related to the AIG bailout, McKinley requested: "... any and all
communications and records concerning or relating to the Board [of
Governors'] decision that detail that 'the disorderly failure of
AIG was likely to have a systemic effect on financial markets that
were already experiencing a significant level of fragility,' as
described in the [Board] meeting minutes."

With his March 28, 2010, FOIA request targeting information
related to Lehman Brothers, McKinley requested: "... any and all
communications and records regarding analysis undertaken regarding
Lehman Brothers and the assessment in September 2008 or earlier of
what 'contagion' might have flowed from Lehman Brother's filing of
bankruptcy, as the word contagion was used in the case of the
Board of Governors' deliberations over Bear Stearns... or
'systemic effect of financial markets' that may have flowed from a
Lehman Bankruptcy as the phrase was used in the Board of
Governors' deliberations over American International Group... "

The Board of Governors acknowledged receipt of both FOIA requests
but failed to respond within the statutory allotted time period,
prompting McKinley's lawsuit.

"We are now trillions of taxpayer dollars into these financial
bailouts and a fundamental question remains unanswered: Under what
authority did the federal government take such a radically
intrusive approach to the financial crisis? How were the bailout
winners and losers chosen? The Federal Reserve and the Obama
administration owe the American people an explanation," said
Judicial Watch President Tom Fitton.

Judicial Watch currently has two additional FOIA lawsuits ongoing
on behalf of Mr. McKinley related to the bailouts of Bear Stearns,
Bank of America and Citigroup. Visit www.JudicialWatch.org to
access documents related to these lawsuits.

                          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.

                     About Lehman Brothers

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

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

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

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

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

               International Operations Collapse

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

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

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


LEVEL 3 COMMS: Posts $238 Million Net Loss for March 31 Quarter
---------------------------------------------------------------
Level 3 Communications Inc. filed its quarterly report on Form 10-
Q, disclosing a net loss of $238 million on $910 million of total
revenues for the three months ended March 31, 2010, compared with
a net loss of $132 million on $980 million of total revenues
during the same period a year ago.

The Company's balance sheet at March 31, 2010, showed $8.6 billion
in total assets and $8.4 billion total liabilities, for a
stockholders' equity of $221.9 million.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?62a7

Headquartered in Broomfield, Colorado, Level 3 Communications,
Inc., is a publicly traded international communications company
with one of the world's largest communications and Internet
backbones.

Level 3 Communications carries a 'Caa1' corporate family rating,
and 'Caa2' probability of default rating, with negative outlook
from Moody's, a 'B-' issuer default rating from Fitch, and 'B-'
long term issuer credit ratings from Standard & Poor's.


LINEAR TECHNOLOGY: Posts $100MM Net Income for March 28 Quarter
---------------------------------------------------------------
Linear Technology Corporation filed its quarterly report on Form
10-Q, showing net income of $100.6 million on $311.3 million of
revenues for the three months ended March 28, 2010, compared with
net income of $49.3 million on $200.9 million of revenues for the
three months ended March 29, 2009.

The Company's balance sheet showed $1.61 billion in total assets
and $1.66 billion in total liabilities, for a stockholder's
deficit of $50.7 million.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?62a6

Milpitas, California-based Linear Technology Corporation (NASDAQ-
LLTC) -- http://www.linear.com/-- manufactures high performance
linear integrated circuits, including high performance amplifiers,
comparators, voltage references, monolithic filters, linear
regulators, DC-DC converters, battery chargers, data converters,
communications interface circuits, RF signal conditioning
circuits, uModuleO products, and many other analog functions.


MAGIC BRANDS: Sets June 17 Auction for Fuddruckers & Koo Koo Roo
----------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that the Bankruptcy Court
entered an order authorizing Magic Brands LLC to conduct an
auction to sell its Fuddruckers and Koo Koo Roo restaurants
business on June 17.  Competing bids are due June 14.  The hearing
for approval of the sale is scheduled for June 22.

The Bankruptcy Court approved Travistock Group as the stalking
horse bidder but the judge reduced the break-up fee by 70%.
Travistock's break-up fee and expenses are now capped at $400,000.

The official committee of unsecured creditors objected to the
break-up fee after competing bidders Fidelity Newport Holdings LLC
and American Blue Ribbon Holdings LLC said they are willing to pay
$1 million more without a breakup fee.

According to Bloomberg, the sale needs to be completed quickly
because Magic Brands filed projections with the bankruptcy court
showing that cash would be almost exhausted by July.

Bloomberg relates that at the May 17 hearing, the judge also gave
final approval for $13.8 million in financing for the Chapter 11
case.  The judge approved a bonus program for executives and other
officers.  Depending on the result of the auction, the bonus pool
could be as large as $1.66 million.

                       About Magic Brands

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

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

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


MESA AIR: District Court Allows Delta to Scrap Contract
-------------------------------------------------------
Mesa Air Group, Inc., said that the U.S. District Court for the
Northern District of Georgia ruled against its subsidiary Freedom
Airlines in its litigation with Delta Air Lines regarding Delta's
efforts to terminate an agreement covering 22 regional jet
aircraft.

According to Mesa Air, the litigation stemmed from Delta's
asserted termination of the Freedom Airlines agreement based upon
flights canceled at Delta's request, during periods of operational
irregularity (bad weather and ATC delays) at JFK in order to make
way for Delta's larger jets, which were then retroactively held
against Freedom for purposes of calculating its minimum flight
completion factor. Based upon this retroactive calculation, the
Court had issued a preliminary injunction in June 2008 prohibiting
Delta from terminating the agreement.  In reaching its decision,
the Court reversed its prior preliminary injunction preventing
Delta from terminating the agreement.  The Company is in the
process of reviewing the Order and evaluating options going
forward.  Mesa has not yet reviewed its options for appeal.

"We are extremely disappointed by the District Court's decision.
We have at all times sought to act as a good partner and work with
Delta as a member of Delta Connection.  Unfortunately Freedom's
willingness to proactively cancel flights in JFK at Delta's
request for the benefit of Delta was held against Freedom and was
used as the sole basis to terminate our contract.  It is
disheartening that our Company and people will be punished
retroactively for taking actions in good faith at Delta's
direction," said Jonathan Ornstein, Chairman and Chief Executive
of Mesa Air Group.

"We are greatly concerned for our approximately 500 employees who
will be significantly impacted as a result of this decision,
despite their hard work and commitment which has placed Freedom's
operation at or near the top of the Delta Connection portfolio
over the last year. The loss of these jobs, particularly under
these circumstances is extremely disappointing.  I would like to
thank all of the employees at Freedom for the outstanding job they
have done over the last two years under extremely difficult
circumstances," continued Mr. Ornstein.

                     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, 2010, 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).

                            About Delta

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.

                           *     *     *

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.

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


MERITAGE HOMES: Fitch Affirms IDR at 'B+'; Outlook Stable
---------------------------------------------------------
Fitch Ratings has affirmed Meritage Homes Corporation's (Meritage;
NYSE: MTH) ratings as follows:

--Issuer Default Rating (IDR) at 'B+';
--Senior unsecured debt at 'BB-/RR3';
--Senior subordinated debt at 'B-/RR6'.

The Rating Outlook has been revised to Stable from Negative.

The Recovery Rating (RR) of 'RR3' on the company's senior
unsecured debt indicates good recovery prospects for holders of
these debt issues.  Meritage's exposure to claims made pursuant to
performance bonds and joint venture debt and the possibility that
part of these contingent liabilities would have a claim against
the company's assets were considered in determining the recovery
for the unsecured debt holders.  The 'RR6' on Meritage's senior
subordinated debt indicates poor recovery prospects in a default
scenario.  Fitch applied a liquidation value analysis for these
RRs.

The ratings affirmation and the Outlook revision to Stable from
Negative reflect the company's healthy liquidity position,
improved operating results and moderately stronger prospects for
the housing sector this year.  The ratings also reflect the
company's conservative land policies, geographic and product line
diversity, acquisitive orientation, capital structure and the
still challenging U.S. housing environment.

Meritage's sales are reasonably dispersed among its 12
metropolitan markets within six states.  The company ranks among
the top ten builders in such markets as Houston, Dallas/Fort
Worth, San Antonio and Austin, TX, and Phoenix, AZ.  The company
also builds in Sacramento, East Bay and Riverside/San Bernardino,
CA, Las Vegas, NV, Denver, CO, Tucson, AZ and Orlando, FL.
Historically, about 70-75% of home deliveries are to first and
second time trade up buyers, 10-15% to entry level buyers, 5% are
to luxury home buyers and 5-10% to active adult (retiree) buyers.
Currently, 60-65% of sales are to entry level and first time move-
up buyers.

Meritage employs conservative land and construction strategies.
The company typically options or purchases land only after
necessary entitlements have been obtained so that development or
construction may begin as market conditions dictate.  Under normal
circumstances Meritage extensively uses lot options, and that is
expected to be the future strategy in markets where it is able to
do so.  The use of non-specific performance rolling options gives
the company the ability to renegotiate price/terms or void the
option which limits down side risk in market downturns and
provides the opportunity to hold land with minimal investment.
However, as of March 31, 2010, 22% of Meritage's lots were
controlled through options - a much lower than typical percentage
due to considerable option abandonments and write-offs in recent
years.  Additionally, there are currently fewer opportunities to
option lots and, in certain cases, the returns for purchasing lots
outright are better than optioning lots from third parties.  Total
lots, including those owned, were approximately 13,308 at
March 31, 2010.  This represents a 3.4 year supply of total lots
controlled and 2.4 year supply of owned land based on trailing 12
months deliveries.

The company generated $43.9 million of cash flow from operations
during the first quarter of 2010, including a tax refund of $90.5
million as a result of the tax legislation enacted in November
2009.  For all of fiscal 2010, Fitch expects Meritage to be cash
flow negative, excluding tax refunds, as the company starts to
rebuild its land position.  The company expects to spend roughly
$200-250 million on land purchases this year compared with
approximately $182 million spent in 2009.

Meritage has ample liquidity with $242.7 million of unrestricted
cash and $175.7 million of marketable securities as of the end of
the fiscal 2010 first quarter.  More recently, the company
completed the issuance of $200 million of 7.15% 10-year senior
notes.  Proceeds from the notes offering were used to redeem
certain of the company's outstanding senior notes.  Following the
debt issuance and redemption, the company will not have any major
debt maturities until 2015, when $284.3 million of senior notes
become due.  Meritage also has a $53 million letter of credit
facility.  In September 2009, Meritage voluntarily terminated its
$150 million revolving credit facility.  Consistent with Fitch's
comment on homebuilders' termination of revolving credit
facilities, in the absence of a revolving credit line, a
consistently higher level of cash and equivalents than was
previously typical should be maintained on the balance sheet,
especially in these still uncertain times.

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

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


MEYER LOGISTICS: Case Summary & 19 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Meyer Logistics, LLC
        2400 Broadway
        East St. Louis, IL 62205

Bankruptcy Case No.: 10-45420

Chapter 11 Petition Date: May 16, 2010

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

Judge: Charles E. Rendlen III

Debtor's Counsel: Nathan H. Goldberg, Esq.
                  Goldberg Law Firm, LLC
                  6901 Gravois Road
                  St. Louis, MO 63116
                  Tel: (314) 771-1900
                  Fax: (314) 771-1903
                  E-mail: nathan@goldberglawllc.com

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

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

According to the schedules, the Company says that assets total
$1,383,755 while debts total $816,093.

A copy of the Company's list of 19 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/moeb10-45420.pdf

The petition was signed by Gilbert Meyer, member and owner.


MGM MIRAGE: Posts $96.7 Million Net Loss for March 31 Qtr.
----------------------------------------------------------
MGM MIRAGE filed its quarterly report Form 10-Q, showing a net
loss of $96.7 million on $1.457 billion of net revenue for the
three months ended March 31, 2010, compared with a net income of
$105.1 million on $1.499 billion of net revenue during the same
period a year ago.

The Company's balance sheet at March 31, 2010, revealed
$21.0 billion in total assets, $1.1 billion in total current
liabilities, $3.1 billion in deferred income taxes, $12.6 billion
in long term debt, and $253.2 million in other long term
obligations, for a total stockholders' equity of $3.7 billion.

                        Financial Position

At March 31, 2010, the Company had approximately $13.0 billion of
indebtedness, including $3.8 billion of borrowings outstanding
under its senior credit facility, with available borrowing
capacity under the senior credit facility of approximately $900
million.  These balances reflect the impact of the Company's March
issuance of $845 million of 9% senior secured notes due 2020.  The
net proceeds of such issuance were used to repay a portion of the
senior credit facility, including a permanent reduction of $818
million as required under the Company's amended and restated
senior credit facility.

Subsequent to March 31, 2010, the Company received a tax refund of
approximately $380 million, the proceeds of which were used to
reduce outstanding borrowings under the revolving portion of the
senior credit facility.

In addition, in April 2010, the Company issued $1.15 billion of
4.25% convertible senior notes due 2015 for net proceeds to the
Company of $1.12 billion.  After application of such proceeds, the
Company had approximately $1.48 billion of availability under the
revolving portion of the senior credit facility, of which
approximately $1.12 billion was restricted for use to retire
future debt maturities or permanently reduce commitments under the
senior credit facility, and approximately $900 million of excess
cash in bank.  In connection with the convertible notes offering,
the Company entered into capped call transactions at a cost of $81
million to reduce the potential dilution of the Company's stock
upon conversion of the notes.

"Our secured and convertible notes transactions were executed at
pricing advantageous to the Company and reaffirms the confidence
our financial partners have in the long term prospects of MGM
MIRAGE," said Dan D'Arrigo, MGM MIRAGE Executive Vice President
and Chief Financial Officer.  "These transactions further enhance
our balance sheet profile and provide our Company with
approximately $2.4 billion of available liquidity -- we believe we
have adequate liquidity to address upcoming debt maturities."

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?62a5

                         About MGM MIRAGE

Headquartered in Las Vegas, Nevada, MGM MIRAGE (NYSE: MGM) --
http://www.mgmmirage.com/-- owns and operates 16 properties
located in Nevada, Mississippi and Michigan, and has 50%
investments in four other properties in Nevada, New Jersey,
Illinois and Macau.  CityCenter, an urban metropolis on the Las
Vegas Strip scheduled to open in late 2009, is a joint venture
between MGM MIRAGE and Infinity World Development Corp, a
subsidiary of Dubai World.  MGM MIRAGE Hospitality has entered
into management agreements for future casino and non-casino
resorts throughout the world.

The Company reported $22.51 billion in total assets, $2.38 billion
in total current liabilities, $3.03 billion in deferred income
taxes, $12.97 billion in long term debt, and $256.83 million other
long term obligation, resulting to a $3.87 billion stockholders'
equity as of Dec. 31, 2009.  At September 30, 2009, MGM MIRAGE had
stockholders' equity of $4.29 billion.

                         *     *     *

As reported by the Troubled Company Reporter on March 22, 2010,
Moody's Investors Service affirmed MGM MIRAGE's ratings, including
its Caa1 Corporate Family Rating and raised the company's
Speculative Grade Liquidity rating to SGL-3 from SGL-4.  The
rating outlook remains stable.

As reported by the TCR on March 11, 2010, Standard & Poor's
Ratings Services affirmed all of its existing ratings on MGM
MIRAGE, including the 'CCC+' corporate credit rating.  The rating
outlook is developing.  "The 'CCC+ corporate credit rating
reflects MGM MIRAGE's significant debt burden, S&P's expectation
for continued declines in cash flow generation in 2010, and the
company's tight liquidity position," said Standard & Poor's credit
analyst Ben Bubeck.


MIDDLEBROOK PHARMA: Signs Deal to Sell to Victory for $17.1MM
-------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Middlebrook
Pharmaceuticals Inc. signed a contract to sell its assets for
$17.1 million to Victory Pharma Inc.  A hearing to consider
approval of procedures to test whether there would be better
offers is scheduled for June 7.  Middlebrook wants to hold an
auction between July 19 and July 23, with a hearing for approval
of the sale around July 28.

                About MiddleBrook Pharmaceuticals

Westlake, Texas-based Middlebrook Pharmaceuticals, Inc., aka
Advancis Pharmaceuticals Corporation, is a pharmaceutical company
focused on commercializing anti-infective products that fulfill
unmet medical needs. MiddleBrook's proprietary delivery
technology, PULSYS, enables the pulsatile delivery, or delivery in
rapid bursts, of certain drugs.  MiddleBrook currently markets
MOXATAG, the first and only FDA-approved once-daily amoxicillin,
and KEFLEX, the immediate-release brand of cephalexin.

The Company filed for Chapter 11 bankruptcy protection on
April 30, 2010 (Bankr. D. Del. Case No. 10-11485).  Joel A. Waite,
Esq., at Young, Conaway, Stargatt & Taylor, assists the Company in
its restructuring effort.  The Company estimated its assets and
debts at $10,000,001 to $50,000,000.


MILL CREEK: Case Summary & 6 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Mill Creek Holdings, LLC
        107 Stokley Road, Suite 102
        Wilmington, NC 28403

Bankruptcy Case No.: 10-03972

Chapter 11 Petition Date: May 17, 2010

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

Judge: Stephani W. Humrickhouse

Debtor's Counsel: George M. Oliver, Esq.
                  Oliver & Friesen, PLLC
                  P.O. Box 1548
                  New Bern, NC 28563
                  Tel: (252) 633-1930
                  Fax: (252) 633-1950
                  E-mail: efile@oliverandfriesen.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 6 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/nceb10-03972.pdf

The petition was signed by Mark Brisson, member/manager.


MITEL NETWORKS: Moody's Upgrades Corporate to 'B3' After IPO
------------------------------------------------------------
Moody's Investors Service upgraded Mitel Networks Corporation's
corporate family rating (CFR) and probability of default rating
(PDR), each to B3 from Caa1, and revised the rating outlook to
stable from negative after the company completed an IPO that saw
book debt reduced by nearly 23% ($102 million).  The combination
of the CFR and PDR upgrades and debt pay-down resulted in two
notch rating upgrades for the company's individual debt
instruments; specifically, the company's senior secured credit
facilities are now rated B1 (previously B3) and its second lien
debt is now rated Caa1 (previously Caa3).  The combination of the
debt pay-down plus surplus cash from the IPO also resulted in much
improved liquidity; Mitel was assigned an SGL-2 speculative grade
liquidity rating (indicating good liquidity).

Ratings and outlook actions:

Issuer: Mitel Networks Corporation

- Corporate Family Rating, Upgraded to B3 from Caa1

- Probability of Default Rating, Upgraded to B3 from Caa1

- Senior Secured First Lien Bank Credit Facility, Upgraded to B1
   (LGD2, 29%) from B3 (LGD3, 36%)

- Senior Secured Second Lien Bank Credit Facility, Upgraded to
   Caa1 (LGD5, 78%) from Caa3 (LGD5, 85%)

- Outlook, Changed To Stable From Negative

- Speculative Grade Liquidity Rating -- Assigned SGL-2

The rating actions also account for the anticipated impact of
gradually improving general economic conditions, recent cost-
cutting initiatives, and reduced interest expense resulting from
the debt pay-down and recent expiry of a hedge that had locked-in
a relatively high fixed rate.  However, earnings visibility
continues to be quite poor particularly as international sovereign
debt matters weigh on the nascent economic recovery.
Additionally, as the need to refinance debts rolls into the rating
horizon -- Mitel's revolving credit facility matures in August,
2012 and its term credit facilities mature in August, 2014 -- the
company will need to demonstrate an ability to amortize debt,
something that has been elusive over most of the recent past.

With good liquidity and expectations of modest cash flow
surpluses, the ratings outlook is stable.

Mitel has an SGL-2 speculative grade liquidity ratings indicating
good liquidity. Subsequent to a recent $130 million IPO and a $102
million debt pay-down, Mitel has cash on its balance sheet and
full availability under its $30 million revolving credit facility.

Moody's most recent rating action concerning Mitel was taken on
September 1, 2009, at which time the company's CFR and PDR were
downgraded to Caa1 and the ratings outlook was revised to
negative.

Based in Ottawa, Ontario, Mitel provides integrated internet
protocol based enterprise telephony solutions for small and medium
sized businesses.


MONEYGRAM INTERNATIONAL: Files Form 10-Q for March 31 Quarter
-------------------------------------------------------------
MoneyGram International Inc. filed its report Form 10-Q for the
quarter ended March 31, 2010, with the Securities and Exchange
Commission.

The Company's balance sheet at March 31, 2010, showed
$5.666 billion in total assets against $5.664 billion in total
liabilities, and $896.0 million in total mezzanine equity for a
stockholders' deficit of $896.0 million.

The Company reported $10.8 million net income on $166.2 million of
net revenue for the three months ended March 31, 2010, compared
with $11.8 million of net income on $160.9 million of net revenue
for the same period a year ago.

"MoneyGram delivered solid financial results from our core money
transfer business in the quarter," said Pamela H. Patsley,
MoneyGram chairman and chief executive officer.  "We created
important partnerships with industry leaders like Fiserv and SMART
Communications to bring more value and added convenience to
existing consumers and expand our reach to new consumers.  We also
launched our enhanced website and continued to increase our global
agent network.  We continue to strengthen our management team with
three new key executives Nigel Lee, EVP of EMEAAP, Luke Wimer, EVP
of Operations and Technology, and Juan Agualimpia, SVP & CMO, who
are focused on transaction growth, operating efficiencies, and
enhancing our brand."

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?62c6

                  About MoneyGram International

Minneapolis, Minnesota, MoneyGram International (NYSE:MGI) --
http://www.moneygram.com/-- offers more control and more choices
for people separated by distance or with limited bank
relationships to meet their financial needs.  MoneyGram helps
consumers to pay bills quickly and safely send money around the
world in as little as 10 minutes.  Its global network is comprised
of 190,000 agent locations in nearly 190 countries and
territories.  MoneyGram's convenient and reliable network includes
retailers, international post offices and financial institutions.

At December 31, 2009, the Company had total assets of
$5.879 billion against $5.877 billion in total liabilities,
$864.328 million in mezzanine equity and $862.763 million in
stockholders' deficit.

According to the Troubled Company Reporter on April 27, 2010,
Moody's Investors Service affirmed the B1 corporate family rating
for MoneyGram International Inc and revised the rating outlook to
stable from negative.  The revision of the outlook to stable is
based on solid performance of the money transfer business amidst
the global recession and the stabilization of the Financial Paper
Products segment.


MOVIE GALLERY: Sees Liquidating Plan Filed by June 21
-----------------------------------------------------
Bill Rochelle at Bloomberg News reports that Movie Gallery Inc. is
asking the Bankruptcy Court to extend its exclusive period to
propose a Chapter 11 plan until July 31.  If there's an objection
to the exclusivity motion, a hearing will be held May 27.

According to the report, Movie Gallery Inc., now liquidating its
remaining stores, says it has agreement with what it called "major
stakeholders" to file a liquidating plan by June 21 and implement
the plan by Dec. 8.

                        About Movie Gallery

Based in Wilsonville, Ore., Movie Gallery, Inc., is the second
largest North American video and game rental company, operating
stores in the U.S. and Canada under the Movie Gallery, Hollywood
Video and Game Crazy brands.

Movie Gallery first filed for Chapter 11 on Oct. 16, 2007 (Bankr.
E.D. Va. Case Nos. 07-33849 to 07-33853).  Kirkland & Ellis LLP
4and Kutak Rock LLP represented the Debtors.  The Company emerged
from bankruptcy on May 20, 2008, with private-investment firms
Sopris Capital Advisors LLC and Aspen Advisors LLC as its
principal owners.  William Kaye was appointed plan administrator
and litigation trustee.

Movie Gallery returned to Chapter 11 protection on February 3,
2009 (Bankr. E.D. Va. Case No. 10-30696).  Attorneys at
Sonnenschein Nath & Rosenthal LLP and Kutak Rock LLP represent the
Debtors in their second restructuring effort.  Kurtzman Carson
Consultants serves as claims and notice agent.

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


MOVIE GALLERY: Rival Liquidator Says Break-Up Fee Not Needed
------------------------------------------------------------
Movie Gallery Inc. previously signed an agreement under which
Great American Group Inc. guaranteed $62.3 million in return for
being named agent to conduct the going-out-of-business sale for
the remaining 1,028 video-rental stores.  The deal calls for
paying Great American a break-up fee of $1,750,000 plus expense
reimbursement of up to $100,000 if another liquidator wins the
auction for the right to sell off the assets.

Bill Rochelle at Bloomberg News reports that Hilco Merchant
Resources LLC and an affiliate of Gordon Brothers Group LLC told
the bankruptcy court that the break-up fee is not necessary.  They
said that they offered almost the same contract to Movie Gallery
with no break-up fee requirement.  They said the price they
offered Movie Gallery was "substantially similar."  They also said
that, aside from the breakup fee, Great American's arrangement is
nothing novel.  They characterized it as a "traditional equity
transaction that has been used many times."

BankruptcyData.com reports that the Official Committee of
Unsecured Creditors reserved rights to object to the approval of a
new agency agreement with a successful over bidder if that agency
agreement materially varies from the GA Agreement entered between
the Debtors and Great American.

The Bankruptcy Court was scheduled to hold a hearing on May 19 to
consider approval of the auction rules and the break-up fee.

                        About Movie Gallery

Based in Wilsonville, Ore., Movie Gallery, Inc., is the second
largest North American video and game rental company, operating
stores in the U.S. and Canada under the Movie Gallery, Hollywood
Video and Game Crazy brands.

Movie Gallery first filed for Chapter 11 on Oct. 16, 2007 (Bankr.
E.D. Va. Case Nos. 07-33849 to 07-33853).  Kirkland & Ellis LLP
4and Kutak Rock LLP represented the Debtors.  The Company emerged
from bankruptcy on May 20, 2008, with private-investment firms
Sopris Capital Advisors LLC and Aspen Advisors LLC as its
principal owners.  William Kaye was appointed plan administrator
and litigation trustee.

Movie Gallery returned to Chapter 11 protection on February 3,
2009 (Bankr. E.D. Va. Case No. 10-30696).  Attorneys at
Sonnenschein Nath & Rosenthal LLP and Kutak Rock LLP represent the
Debtors in their second restructuring effort.  Kurtzman Carson
Consultants serves as claims and notice agent.

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


NATIONAL CENTURY: Appeals Court Revives Amedisys' Claims
--------------------------------------------------------
Bankruptcy Law360 reports that a federal appeals court has revived
some of Amedisys Inc.'s claims in its dispute with National
Century Financial Enterprises Inc. over more than $7.3 million,
but upheld the dismissal of JPMorgan Chase Bank as a defendant in
the case.

Law360 reports that the U.S. Court of Appeals for the Sixth
Circuit on Tuesday found that there was a material issue of fact
over who owned the approximately $7.3 million on deposit.

                       About National Century

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- was the largest
issuer of medical accounts receivable asset backed securities in
the United States before it collapsed in bankruptcy in November
2002 amid allegations of widespread fraud and misappropriation of
assets.  To date, 10 senior executives of the company have been
convicted or pled guilty to federal charges of conspiracy,
securities fraud, wire fraud, and money laundering arising out of
the NCFE securitization program.

NCFE -- through the CSFB Claims Trust, the Litigation Trust, the
VI/XII Collateral Trust, and the Unencumbered Assets Trust -- is
in the midst of liquidating estate assets. The Company filed for
Chapter 11 protection on November 18, 2002 (Bankr. S.D. Ohio Case
No. 02-65235).  The Court confirmed the Debtors' Fourth Amended
Plan of Liquidation on April 16, 2004.  Paul E. Harner, Esq., at
Jones Day, represented the Debtors.


NEFF CORP: Case Summary & 30 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Neff Corp.
        3750 N.W. 87th Avenue
        Suite 400
        Miami, FL 33178

Bankruptcy Case No.: 10-12610

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

Chapter 11 Petition Date: May 16, 2010

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

Debtor's Counsel: Brian S. Lennon, Esq.
                  Kirkland & Ellis LLP
                  153 East 53rd Street
                  New York, NY 10022
                  Tel: (212) 446-4800
                  Fax: (212) 446-4900
                  E-mail: blennon@kirkland.com

Debtor's
Restructuring
Advisor:          AlixPartners, LLC

Debtor's
Real Estate
Consultants:      Hilco Real Estate, LLC

Debtor's
Investment
Adviser:          Miller Buckfire & Co., LLC

Debtor's
Tax Advisor:      Deloitte Tax LLP

Debtor's
Independent
Auditor:          Deloitte & Touche LLP

Debtor's
Claims & Notice
Agent:            Kurtzman Carson Consultants LLC

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

Estimated Debts: $500,000,001 to $1 billion

Neff Corp. said in a court filing that assets total $299 million
while debts total $609 million.  Funded debt totals $580 million.

The petition was signed by Mark Irion, chief financial officer.

Debtor-affiliates that filed separate Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Neff Holdings LLC                      10-12607   5/16/10
Neff Holdings Corp.                    10-12609   5/16/10
Neff Corp.                             10-12610   5/16/10
Neff Rental LLC                        10-12611   5/16/10
Neff Rental, Inc.                      10-12612   5/16/10
Neff Finance Corp.                     10-12613   5/16/10


Neff Corp.'s List of 30 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Wells Fargo Bank, N.A.    Bond Debt              $34,286,000
as Indenture Trustee
231 Court St., Suite 703
Middletown, CT 06457

Genie Industries          Trade Payable          $165,815

Clark Equipment Company   Trade Payable          $125,144

Compact Excavator         Trade Payable          $98,349
Sales, Inc.

Case Machines/CNH         Trade Payable          $72,045
Capital

Sullivan-Palatek, Inc.    Trade Payable          $65,914

JLG Equipment Services    Trade Payable          $59,212
Inc.

Wacker Neuson             Trade Payable          $56,584
Corporation

Excel Equipment LLC       Litigation Claim       $52,852

Multiquip, Inc.           Trade Payable          $47,167

Cintas Corporation        Trade Payable          $46,733

Great Lakes Petroleum     Trade Payable          $39,761

Haulotte U.S. Inc.        Trade Payable          $36,747

Nortrax Southeast         Trade Payable          $36,564

BP Lubricants USA Inc.    Trade Payable          $35,372

Wilson-Finley Co.         Trade Payable          $32,912

A-1 Transportation        Trade Payable          $26,250
Services

H&E Equipment Services,   Trade Payable          $26,246
Inc.

Hertz Equipment Rental    Trade Payable          $23,925

Duhon Machinery Co.,      Trade Payable          $23,518
Inc.

Kobelco America Inc.      Trade Payable          $22,136

Husqvarna Construction    Trade Payable          $21,313
Products

JLG Industries Inc.       Trade Payable          $20,664

Tag Manufacturing Inc.    Trade Payable          $20,526

Aflac                     Trade Payable          $19,694

DSI (Data Supplies Inc.)  Trade Payable          $17,373

Worldwide Express         Trade Payable          $17,360

Brunner & Lay Inc.        Trade Payable          $16,985

Transport Specialists     Trade Payable          $16,885
Inc.

Sullair Corporation       Trade Payable          $16,623


NEW ANTIOCH: Case Summary & 7 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: New Antioch Missionary Baptist Church
        3485 Rhodes Avenue
        Memphis, TN 38111

Bankruptcy Case No.: 10-25310

Chapter 11 Petition Date: May 17, 2010

Court: U.S. Bankruptcy Court
       Western District of Tennessee (Memphis)

Judge: David S. Kennedy

Debtor's Counsel: Cedrick Wooten, Esq.
                  Law Office of Cedrick Wooten
                  4646 Poplar Avenue, Suite 530
                  Memphis, TN 38117
                  Tel: (901) 881-5107
                  E-mail: cwoolaw@yahoo.com

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

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

According to the schedules, the Company says that assets total
$1,432,211 while debts total $897,654.

A copy of the Company's list of 7 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/tnwb10-25310.pdf

The petition was signed by Joseph T. Jackson Sr., pastor.


NEWLAND INTERNATIONAL: Fitch Maintains Negative Watch Status
------------------------------------------------------------
Fitch Ratings maintained the Rating Watch Negative status on
Newland International Properties, Corp.'s (Newland) $220 million
senior secured notes currently rated 'B+'.  The transaction was
originally placed on Rating Watch Negative on April 20, 2010, due
to the $26.9 million construction cost overrun, a delay in
construction completion and on-going concerns over the willingness
and ability of the end-buyer to take possession of units upon
delivery.  While the construction escrow account was fully
replenished on May 14, 2010, the transaction will remain on Watch
Negative over continuing concerns regarding future cost overruns
and delivery delays, as well as to monitor the ability of buyers
to obtain mortgage financing.  Newland is developing the Trump
Ocean Club International Hotel & Tower (TOC), a multi-use tower
located on the Punta Pacifica Peninsula in Panama City, Panama.
As a result of the cost overrun announced in March, Newland was
required to replenish the construction escrow account by the
amount of the cost overrun within 10 business days of receipt of
the certified engineer's report verifying the overrun, which was
presented on May 3, 2010.  While Newland did, in fact, provide the
funds needed to replenish the account within the stipulated
timeframe it did so via a Consent Solicitation Statement, and also
requested various amendments to the original indenture, which are
discussed below.  Additionally, in order to make its May 2010
payment, Newland used funds in the amount of $8.2 million from the
debt service reserve account (DSRA), which it must now replenish
by July 15, 2010.  Funds to replenish this account are expected
from the receipt of approximately $6.1 million from proceeds of
the bulk sale identified in the consent solicitation, $1.5 million
from funds in the release account and the remainder from scheduled
collections.

The changes that were part of the consent solicitation notice
provided for the flow of funds from the trust accounts to be on a
daily basis rather than monthly, and the withdrawal and
collateralization ratios to now incorporate a certain percentage
of unsold inventory in their calculation: 50% of list price prior
to the completion of construction and 65% of the list price post
construction.  By allowing unsold inventory into the calculation,
Newland is now less dependent upon new unit sales to maintain the
required collateralization and withdrawal ratios and is able to
more easily obtain funds from the trust.  Although this change can
be considered to be less stringent than in the original indenture,
given that the project is in its final stages of construction and
gross collections from already sold units are currently estimated
at $273 million, it is Fitch's opinion that the inclusion of this
inventory will not materially impact that transaction.  Newland is
also prohibited from paying any dividends out until the amount of
cash held in the investment account is equal to the outstanding
debt balance.

Another change to the original indenture pertains to the
requirement to collect funds for the next debt service payment via
the collection account, prior to releasing funds, other than
stated working capital, to the borrower.  Following the May 2010
payment, the collection account will no longer trap funds for this
purpose.  The separate DSRA will still be required to be
maintained with the next payment and to be replenished within 60
days if used to make a required debt service payment.  Similar to
the inclusion of the unsold inventory in the collateralization and
withdrawal ratios, this change is viewed as weakening the
structure for investors.  If Newland were to be fully dependent
upon using the DSRA for the November 2010 payment, liquidity in
the transaction could be affected as the account will need to be
fully replenished within 60 days.  However, this concern is
partially mitigated by the large amount of receivables expected to
be collected beginning in January 2011 as unit delivery begins.

Also as part of the consent solicitation, the licensing agreement
between Newland and the Trump organization was modified to include
a cap on the fees paid to Trump upon the closing of units within
the project which will result in an approximate cost reduction of
$11.5 million.

Fitch's main concerns at this time continue to be related to the
possibility of future cost overruns, delivery delays and the
ability of buyers to obtain necessary mortgage financing in the
current market environment.  To better understand these concerns,
Fitch recently completed a comprehensive site visit, met with the
management and construction teams and conducted independent market
research on the high-end residential market in Panama.

Construction on the property is moving along at a steady pace, and
management has stated the majority of the remaining work has been
contracted, minimizing the possibility of future cost overruns.
In addition, most of the more complicated structural work at the
project has been completed, with the remaining work comprised
mostly of finishing units, which is more straightforward and less
susceptible to unexpected costs and delays.  Nonetheless, there
could be some variation in the expected costs, especially within
the labor component.  Partially offsetting this concern is the
$4.8 million minimum required balance in the construction account
which is equal to 7.5% of the estimated cost of completion ($63.4
million), which could be used to cover future shortfalls if
necessary.

The transaction is now more sensitive to any additional delivery
delays as the replenishment of the DSRA could be dependent upon
collecting final receivables.  If the November 2010 payment is
made from funds in the DSRA, Newland has 60 days to replenish the
account in full.  If unit delivery does not begin in January 2011,
as currently expected, there could be a shortfall in the DRSA,
which would result in a technical default of the transaction.
Significant delays beyond May 2011 could result in an actual
payment default.  As mentioned previously, once unit deliveries
commence, projected receivables are expected to be sufficient to
replenish the account and cover the May 2011 debt service
obligations, but any delays in delivery, could impact these
collections.  Maintaining the Negative Watch on the transaction is
due, in part, to this concern and Fitch will be closely monitoring
the current unit delivery timeline for any further pressure.

Ultimately, though, Newland is prohibited from making any dividend
or equity payouts unless construction is completed and the
restricted payment ratio, defined as the aggregate amount of all
cash equivalents in the investment account over the sum of the
remaining principal balance and all additional interest payments
on the notes is equal to or greater than 100%.

Market conditions continue to be a concern as well, although the
market appears to have leveled off somewhat after declines
experienced in 2009.  Even Miami, sometimes seen as a somewhat
comparative market, has begun to bottom out in pricing, and sales
volumes have increased over 2009.  According to a study completed
for the Miami Downtown Development Authority, occupancy levels in
new condominium projects has improved to 74% as of March 2010.

Throughout the economic downturn, Newland has been able to
continue to sell units and thus far been able to manage liquidity
sufficiently to meet its debt service obligations.  In the Panama
market, prices are estimated to have dropped between 20%-25% from
their peak in 2008 and TOC has been affected along with the
market, with list prices for remaining inventory reflecting this
decline.  However, while below the peak of 2008, prices are still
slightly higher than those paid for units during the pre-
construction phase in 2006, providing an incentive for these early
buyers to still take delivery of their units.  Additionally, since
the majority of the sales for the project occurred during the pre-
construction phase a large share of the expected receivables are
also tied to these unit purchases, which still remain at or
slightly above current market prices.  Downpayments for units
currently average 32%, which would be retained by Newland in the
event that a buyer chooses not to ultimately buy their unit.  The
sales and management teams for the development have also been
working closely with local area mortgage brokers to assist buyers
in finding mortgage financing for units if needed.


NEXCEN BRANDS: Reports $700,000 Net Loss for First Quarter 2010
---------------------------------------------------------------
NexCen Brands, Inc., reported unaudited financial results for the
first quarter of 2010.  Total revenues in the first quarter of
2010 decreased 16% to $10.0 million from $12.0 million in the
first quarter of 2009. The decrease is primarily due to current
economic conditions, including continued weak credit markets for
franchisees and softness in consumer spending and retail traffic.

Total operating expenses in the first quarter of 2010 decreased
18.6% to $8.3 million from $10.2 million in the first quarter of
2009.  Total operating expenses in the first quarter of 2010
included $100,000 in strategic initiative expenses associated with
identifying and evaluating alternatives to the Company's debt and
capital structure.  Operating income in the first quarter of 2010
of $1.7 million as compared to $1.8 million in the first quarter
of 2009 was essentially flat.  Net loss in the first quarter of
2010 was $700,000, or ($0.01) per diluted share compared to a loss
of $900,000 or ($0.02) per diluted share in the first quarter of
2009.

Cash generated from operations was $1.2 million in the first
quarter of 2010 compared to $400,000 in the first quarter of 2009.

At March 31, 2010, the Company had total assets of $100.017
million against $149.655 million in total liabilities, resulting
in stockholders' deficit of $49.638 million.  The Company had cash
and cash equivalents of $7.7 million as of March 31, 2010,
compared to cash and cash equivalents of $7.8 million as of
December 31, 2009.  The Company's outstanding debt balance was
$136.5 million at March 31, 2010, compared to $138.2 million at
December 31, 2009.

Kenneth J. Hall, Chief Executive Officer of NexCen Brands, stated,
"While our revenues reflect continued weakness in the macro
environment, we continued to generate positive cash flow from
operations.  Additionally, the cost reduction efforts that we
implemented in 2009 resulted in our operating income being
relatively flat as compared to the prior year.  With that said,
exploring alternatives to our capital and debt structure remained
our priority throughout the quarter and we are pleased to have
recently signed an agreement to sell our franchising business.
The agreement allows us to address our current debt and capital
structure in a manner we believe is most favorable for all of our
stakeholders."

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?62ab

A full-text copy of the Company's Form 10-Q report is available at
no charge at http://ResearchArchives.com/t/s?62ab

In its March 2010 Form 10-Q Report, the Company said its financial
condition and liquidity as of March 31, 2010 raise substantial
doubt about its ability to continue as a going concern.  The
Company remains highly leveraged; it has no additional borrowing
capacity under its Credit Facility with BTMUCC; and the BTMUCC
Credit Facility imposes restrictions on its ability to freely
access the capital markets.  The BTMUCC Credit Facility also
imposes various restrictions on the cash the Company generates
from operations.  The Company is subject to numerous prevailing
economic conditions and to financial, business, and other factors
beyond its control.  In addition, the Company's scheduled
principal payments under the BTMUCC Credit Facility include a
final principal payment on its Class B Franchise Note of $34.5
million in July 2011.  The Company does not expect that it will be
able to meet this obligation.

To date, the Company has received waivers or amendments from
BTMUCC, including reduction of interest rates, deferral of
scheduled principal payment obligations and certain interest
payments, waiver and extension of time related to the obligations
to issue dilutive warrants, allowance of certain payments to be
excluded from debt service obligations, as well as relief from
debt coverage ratio requirements, certain capital and operating
expenditure limits, certain loan-to-value ratio requirements,
certain free cash flow margin requirements and the requirement to
provide financial statements by certain deadlines.  The Company
anticipates that, absent further waivers and amendments, it will
breach certain covenants under the BTMUCC Credit Facility in 2010.
Accordingly, the Company has classified all of the debt
outstanding under the BTMUCC Credit Facility as a current
liability as of March 31, 2010 and December 31, 2009.

If the Company fails to meet debt service obligations or otherwise
fail to comply with the financial and other restrictive covenants,
it would default under its BTMUCC Credit Facility, which could
then trigger, among other things, BTMUCC's right to accelerate all
payment obligations, foreclose on virtually all of the assets of
the Company and take control of all of the Company's cash flow
from operations.

In November 2009, the Company retained an investment bank to
assist in identifying and evaluating alternatives to the Company's
current debt and capital structure, including recapitalization of
the Company, restructuring of its debt or sale of some or
substantially all of its assets.  On May 13, 2010, NexCen entered
into an agreement to sell its franchise business (which includes
all of the brands it currently manages) to an affiliate of Levine
Leichtman Capital Partners, an independent investment firm, for
$112.5 million, subject to certain closing adjustments.  NexCen
entered into an agreement with BTMUCC, under which BTMUCC will
accept a portion of the sale proceeds, at the closing of the sale
transaction, in full satisfaction of the outstanding indebtedness
owed to BTMUCC.  NexCen also entered into an amendment and waiver
agreement with BTMUCC, which includes certain limited waivers of
covenants and obligations in the BTMUCC Credit Facility to
facilitate the completion of, and assist NexCen in remaining in
compliance with the BTMUCC Credit Facility pending completion of,
the sale transaction.

Additional discussion on the deal is available at no charge at
http://ResearchArchives.com/t/s?62ac


NEXPAK CORP: Wins Confirmation of Liquidating Plan
--------------------------------------------------
Bill Rochelle at Bloomberg News reports that NexPak Corp. received
approval of its liquidating Chapter 11 plan.  As modified just
before confirmation, a settlement with the secured lenders carved
out $150,000 cash to pay expenses of the Chapter 11 case, with
anything left for distribution to the holders of $7.5 million in
unsecured claims.  Lenders' liens will remain on unsold assets,
including a non-bankrupt affiliate in the Netherlands that had
positive cash flow when the disclosure statement was approved.
The banks waived unsecured claims resulting from the shortfall in
the collateral NexPak pledged.

                        About Nexpak Corp.

Headquartered in Duluth, Georgia, Nexpak Corporation --
http://www.nexpak.com/-- manufactures and supplies packaging for
DVD, CD, video, audio, and professional media formats.  The
Company and its debtor-affiliates filed for Chapter 11 protection
on April 10, 2009 (Bankr. D. Del. Lead Case No. 09-11244).
William A. Hazeltine, Esq., at Sullivan Hazeltine Allinson LLC
represents the Debtors in their restructuring efforts.  The
Debtors assets range from $10 million to $50 million and its debts
from $100 million to $500 million.

This is the second filing by NexPak.  NexPak carried out a
so-called prepackaged bankruptcy reorganization in December 2004
where Highland Capital Management LP and affiliates ended up as
controlling shareholders by exchanging debt for equity.  The
business consistently missed financial projections since emerging
from the reorganization.

At a bankruptcy court-sanctioned auction in 2009, the domestic
assets went to a bidder who made a $1.5 million offer.


NIC BANK: Fitch Affirms Long-Term IDR at 'B-' with Stable Outlook
-----------------------------------------------------------------
Fitch Ratings has affirmed NIC Bank Limited's (NIC) ratings at
Long-term Issuer Default (IDR) 'B-' with a Stable Outlook, Short-
term IDR 'B', Individual 'D', Support '5' and Support Rating Floor
'NF'.  Simultaneously, the agency has withdrawn NIC's ratings and
will no longer provide rating coverage for this issuer.


OCWEN FINANCIAL: Fitch Affirms IDR at 'B+'; Outlook Stable
----------------------------------------------------------
Fitch Ratings has affirmed the long-term Issuer Default Rating
(IDR) of Ocwen Financial Corp. (Ocwen) at 'B+' and the short-term
IDR at 'B'.  The Rating Outlook is Stable.

The rating affirmations reflect Ocwen's stable operating and
funding profile as well as its capable loss mitigation
capabilities in the subprime arena and significant cost
advantages.  The company has improved access to advance financing
capacity by renewing and increasing the size of facilities.  Ocwen
also completed a secondary offering in August 2009 which,
generated net proceeds of $274 million and improved its equity
position and leverage profile.  Additionally, the company had also
raised net cash of $49 million in a private placement in
April 2009.  Fitch views access to capital markets to raise equity
positively.

The Stable Outlook is supported by Ocwen's ability to generate a
reliable earnings stream and stable operating cash flows
consistent with the rating level. Fitch expects that Ocwen's
current cash position will allow the company to add volume and
fund additional MSR purchases if needed.  Fitch believes that
near-term demand for subprime and special serving will remain firm
with potential upside from third party sources.  In addition, the
company is well positioned to benefit from programs such as the
governments 'Home Affordable Modification Plan', which is expected
to generate incremental revenue for Ocwen.

As a low cost servicer for subprime and high risk assets, Fitch
believes that while Ocwen's expertise will remain in demand for
the near future, the company's performance may come under pressure
in the longer term as the subprime share of the mortgage market
shrinks in line with a broader economic recovery.


ORLEANS HOMEBUILDERS: Cancels Sale Deal, Pursues Reorganization
---------------------------------------------------------------
Orleans Homebuilders, Inc., said that its recent discussions with
its senior lending group have resulted in an agreement to pursue
negotiation of a plan of reorganization with the support of the
Company's senior lending group.  As a result, the Company has
terminated the previously announced Asset Purchase Agreement with
NVR, Inc.  Additionally, the Company has cancelled the hearing
scheduled for May 21, 2010, in the United States Bankruptcy Court
for the District of Delaware on its motion for, among other
things, establishment of bidding procedures with respect to the
purchase of substantially all of the assets of the Company.

Orleans currently anticipates that it will file a plan of
reorganization with the Court in late summer and would hope to
emerge from bankruptcy in late fall.  The Company emphasizes that
there can be no assurances as to the timing, contents or the
outcome of any plan of reorganization or the Company's potential
emergence from bankruptcy.

Mitchell B. Arden, a managing director and shareholder of Phoenix
Management who has been serving as Orleans' Chief Restructuring
Officer since March 4, 2010, stated: "Over the past several weeks,
the Company has been in active dialogue with a number of parties
regarding its strategic options.  It is clear from these
discussions that pursuing a plan of reorganization appears to be
the best course of action for the Company and its constituents.
As part of this process, and before we prepare and file the
Company's plan, we believe that we will be able to restart
homebuilding even for those units under contract on which
construction has not yet begun.  At the same time, we should be
able to reinitiate sales and marketing efforts on new homes.  This
is a significant step forward for our many customers and
contractors who have been waiting patiently for the Company to
move in this direction.  We hope to have the necessary financial
support to undertake these new construction and sales efforts in a
few weeks.

"The option to pursue a plan of reorganization means that the
Orleans name and its operations may be preserved for the benefit
of our people and the communities in which we work.  We appreciate
the on-going support of our lenders, employees, customers, vendors
and contractors.  Their collective willingness to work with us
during this critical time has provided us with the opportunity to
pursue a plan that better suits the needs and interests of all
parties.  The details of the reorganization will be developed as
we continue to work with our creditors.  On a personal note, I
wish to express my gratitude to the Company's bankruptcy counsel,
Cahill Gordon & Reindel LLP, as well as corporate counsel from
Blank Rome LLP, all of whom have worked tirelessly to help us
define this renewed direction for Orleans."

                  About Orleans Homebuilders

Orleans Homebuilders, Inc. -- aka FPA Corporation, OHB, Parker &
Lancaster, Masterpiece Homes, Realen Homes and Orleans --
develops, builds and markets high-quality single-family homes,
townhouses and condominiums.  From its headquarters in suburban
Philadelphia, the Company serves a broad customer base including
first-time, move-up, luxury, empty-nester and active adult
homebuyers.  The Company currently operates in these 11 distinct
markets: Southeastern Pennsylvania; Central and Southern New
Jersey; Orange County, New York; Charlotte, Raleigh and
Greensboro, North Carolina; Richmond and Tidewater, Virginia;
Chicago, Illinois; and Orlando, Florida.  The Company's Charlotte,
North Carolina operations also include adjacent counties in South
Carolina.  Orleans Homebuilders employs approximately 300 people.

The Company filed for Chapter 11 bankruptcy protection on March 1,
2010 (Bankr. D. Delaware Case No. 10-10684).  Cahill Gordon &
Reindell LLP is the Debtor's bankruptcy and restructuring counsel.
Curtis S. Miller, Esq., and Robert J. Dehney, Esq., at Morris,
Nichols, Arsht & Tunnell, are the Debtor's Delaware and
restructuring counsel.  Blank Rome LLP is the Debtor's special
corporate counsel.  Garden City Group Inc. is the Debtor's claims
and notice agent.  The Company estimated assets and debts at
$100,000,001 to $500,000,000.


OXBOW CARBON: S&P Changes Outlook of 'BB-' Corporate to Positive
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
West Palm Beach, Fla.-based Oxbow Carbon LLC to positive from
stable.

S&P said, "At the same time, we affirmed the 'BB-' corporate
credit rating on the company.  In addition, we raised our issue-
level rating on the company's senior secured term loan due 2014 to
'BB+' (two notches above the corporate credit rating) from 'BB'.
The recovery rating was revised to '1', indicating our expectation
of very high (90%-100%) recovery in the event of a payment
default, from '2'.  The revised rating reflects the significant
debt repayment over the past several quarters.

"The outlook revision reflects the combination of the company's
steady debt reduction and better-than-expected operating
performance in the first quarter, a trend that may continue in the
near term given the strong performance from the company's U.S.
coal mining business," said Standard & Poor's credit analyst
Sherwin Brandford.

"We believe Oxbow can potentially maintain credit metrics at a
level we would consider good for the 'BB-' rating, given the
company's fair business risk profile, with leverage remaining
below 3.5x," said S&P.

"Still, we expect second-quarter performance to weaken, primarily
as a result of a scheduled longwall move at the company's sole
U.S. coal mine.  The move, which is scheduled to begin in May and
take about eight weeks, will result in a significant reduction in
coal volume over that period.  In addition, in our view, if the
move takes longer than expected, resulting in a prolonged period
of weaker earnings, the company's ability to maintain credit
metrics around expected levels is uncertain.  In the event the
longwall move proceeds as expected, in terms of timing and
earnings impact, and operating performance is in line with our
expectations, we could raise the rating as 2010 progresses since
the company's overall financial profile would be more consistent
with a higher rating," said S&P.


PAETEC HOLDING: Posts $9.5-Mil. Net Loss for March 31 Quarter
-------------------------------------------------------------
PAETEC Holding Corp. filed its quarterly report Form 10-Q, showing
a net loss of $9.5 million on $390.0 million of total revenue for
the three months ended March 31, 2010, compared with a net loss of
$3.3 million on $399.2 million total revenues during the same
period a year ago.

The Company's balance sheet at March 31, 2010, showed $1.4 billion
in total assets and $1.2 billion in total liabilities, for a
stockholders' equity of $191.9 million.

                 Liquidity and Capital Resources

PAETEC finances its operations and growth primarily with cash flow
from operations, issuances of debt securities, and other loans,
operating leases and normal trade credit terms.

The $3.3 million decrease in cash flows from operating activities
for the 2010 quarter over the 2009 quarter was primarily
attributable to a $4.1 million decrease in net income adjusted for
non-cash items which was partially offset by a $0.8 million
increase in working capital.

PAETEC's investing activities during the 2010 and 2009 quarters
consisted primarily of activities related to the purchase and
installation of property and equipment.  Investing activities
during the 2010 quarter also included the acquisition of U.S.
Energy Partners LLC.

According to the company, net cash provided by financing
activities of $18.6 million for the 2010 quarter was primarily
related to the issuance and sale of $300.0 million in aggregate
principal amount of its 8 7/8% senior secured notes due 2017,
partially offset by the payment of debt issuance costs incurred
in connection with such sale.  PAETEC applied a portion of the
proceeds from the January 2010 sale of the 8 7/8% senior secured
notes to repay $240.2 million in aggregate principal amount of
term loans and $30.0 million in aggregate principal of revolving
loans outstanding under its senior secured credit facilities.  Net
cash used in financing activities of $2.5 million for the 2009
quarter was primarily related to repayments on long-term debt and
expenditures under PAETEC's stock repurchase program.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?62a4

                     About PAETEC Holding

PAETEC Holding Corp., through its subsidiaries, provides
integrated communications services, including local and long
distance voice, data, and broadband Internet access services,
primarily to business and institutional customers.  On February 8,
2008, PAETEC Holding completed its combination by merger with
McLeodUSA Incorporated, which became a wholly owned subsidiary of
PAETEC Holding upon completion of the merger.

Effective on June 1, 2009, the Company entered into a Second
Amendment and Waiver to its Credit Agreement with its lenders
which amends the Credit Agreement, dated as of February 28, 2007,
and amended as of June 27, 2007.  The Amendment grants the Company
the right, at its option and subject to specified conditions,
voluntarily to prepay term loans outstanding under its term loan
facilities at any time and from time to time during a period
beginning on the effective date of the Amendment and ending 18
months after such effective date.  The total cash payments to be
made by the Company in connection with such voluntary prepayments
may not exceed $100,000,000, excluding amounts applied to the
payment of accrued and unpaid interest and fees.

The Amendment also modifies some of the restrictive covenants in
the Credit Agreement primarily to permit the Company to issue
senior secured notes and to allow the Company and its subsidiaries
to incur indebtedness and related obligations under such notes if
specified conditions are satisfied.

                         *     *     *

As reported by the Troubled Company Reporter on June 18, 2009,
Standard & Poor's Ratings Services assigned PAETEC Holding's
proposed senior secured notes due 2017 an issue-level rating of
'B' (the same as the corporate credit rating) with a recovery
rating of '3', indicating expectations for meaningful (50%-70%)
recovery in the event of payment default.  At the same time, S&P
affirmed all other ratings on PAETEC, including the 'B' corporate
credit rating.  The outlook is stable.

Moody's Investors Service assigned a B1 rating to the senior
secured note issuance.  Moody's affirmed all other ratings,
including the SGL-1 liquidity rating.  The rating outlook remains
stable.


PAUL JARCHOW: Case Summary & 5 Largest Unsecured Creditors
----------------------------------------------------------
Joint Debtors: Paul M. Jarchow
               Maribel L. Jarchow
               6733 Breakers Way
               Ventura, CA 93001

Bankruptcy Case No.: 10-12416

Chapter 11 Petition Date: May 17, 2010

Court: United States Bankruptcy Court
       Central District Of California (Santa Barbara)

Judge: Robin Riblet

Debtor's Counsel: Debra C. Young, Esq.
                  4535 Oak Glen Dr Unit E
                  Santa Barbara, CA 93110
                  Tel: (805) 403-2213

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

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

A list of the Company's 5 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb10-12416.pdf

The petition was signed by Paul M. Jarchow and Maribel L. Jarchow.


PAUL TRANSPORTATION: Files for Chapter 11 in Oklahoma City
----------------------------------------------------------
Paul Transportation Inc., a trucking fleet with more than 300
tractors and over 500 trailers, filed a Chapter 11 petition on
May 18 in Oklahoma City (Bankr. W.D. Oklahoma Case No. 10-13022).
Enid, Oklahoma-based Paul Transportation said assets and debt are
both between $10 million and $50 million.


PRO BRANDS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Pro Brands, LLC
        dba Vetgate Global
        12136 Highland Road
        Highland, IL 62249

Bankruptcy Case No.: 10-31294

Chapter 11 Petition Date: May 17, 2010

Court: United States Bankruptcy Court
       Southern District of Illinois (East St Louis)

Judge: Laura K. Grandy

Debtor's Counsel: Robert G. Lathram, Esq.
                  Lathram and Herbert LLP
                  203 W Main St
                  Collinsville, IL 62234
                  Tel: (618) 345-4600
                  Fax: (618) 345-4603
                  E-mail: glathram@bankruptcylawyers-metroeast.com

Scheduled Assets: $1,652,005

Scheduled Debts: $1,205,057

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ilsb10-31294.pdf

The petition was signed by Jay R. Brown, manager.


PETER LORD: Case Summary & 16 Largest Unsecured Creditors
---------------------------------------------------------
Joint Debtors: Peter S. Lord
               Laurie A. Lord
               718 Mount Alban Drive
               Annapolis, MD 21409

Bankruptcy Case No.: 10-21052

Chapter 11 Petition Date: May 17, 2010

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

Debtor's Counsel: Timothy J. Mummert, Esq.
                  Timothy J. Mummert, P.A.
                  808 Landmark Drive, Suite 223A
                  Glen Burnie, MD 21061
                  Tel: (410) 766-1100
                  E-mail: timothy@mummertlaw.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 16 largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/mdb10-21052.pdf

The petition was signed by the Joint Debtors.


PRIME GROUP: Files Form 25 to Delist Series B Preferred Shares
--------------------------------------------------------------
Prime Group Realty Trust filed with the Securities and Exchange
Commission a Form 25 to remove from listing its 9% Series B
Cumulative Redeemable Preferred Shares.

As reported by the Troubled Company Reporter on May 7, 2010, Prime
Group Realty Trust delivered notice to the New York Stock Exchange
requesting to voluntarily delist its 9% Series B Cumulative
Redeemable Preferred Shares from the NYSE.

After voluntarily delisting the Series B Preferred Shares from the
NYSE, the Company expects that the trading of the Series B
Preferred Shares will be reported on the OTCQB for so long as it
remains a voluntary filer and thereafter in the Pink Sheets with
Pink OTC Markets Inc.  The Company's Board of Trustees has
approved the delisting from the NYSE and deregistration of the
Series B Preferred Shares under the Exchange Act in order to save
significant costs associated with compliance with these regulatory
provisions.

The TCR also said that in June 2008 the Company instituted a
retention and severance program for certain employees, including
four of the Company's officers who were named executive officers
in the Company's Form 10-K.  The Existing Retention Plan was
effective for a two-year period and accordingly was scheduled to
expire in June 2010. On April 30, 2010, the Company instituted an
updated retention plan that replaced and extended the existing
retention plan.  The revised retention program was developed in
consultation with FPL Associates, L.P., a leading compensation
consulting firm, who the Company engaged as its independent
compensation consultant.  The Company did not pay annual bonuses
to its employees for calendar year 2009 and only paid partial
bonuses to its employees for calendar year 2008 and the retention
plan was extended and replaced in an effort to retain key
personnel in light of the foregoing and in light of other factors
affecting the Company.

                 About Prime Group Realty Trust

Based in Chicago, Illinois, Prime Group Realty Trust (NYSE:
PGEPRB) -- http://www.pgrt.com/-- is a fully-integrated, self-
administered, and self-managed real estate investment trust which
owns, manages, leases, develops, and redevelops office and
industrial real estate, primarily in metropolitan Chicago. The
Company currently owns 7 office properties containing an aggregate
of roughly 3.2 million net rentable square feet and a joint
venture interest in one office property comprised of roughly
101,000 net rentable square feet.  The Company leases and manages
roughly 3.2 million square feet comprising all of its wholly owned
properties.  In addition, the Company is the asset and development
manager for an roughly 1.1 million square foot office building
located at 1407 Broadway Avenue in New York.

                            *     *     *

As reported by the Troubled Company Reporter on December 15, 2009,
Prime Group Realty Trust said the Company's Board of Trustees has
determined not to declare a quarterly distribution on its Series B
Preferred Shares for the fourth quarter of 2009, and that the
Board is unable to determine when the Company might recommence
distributions on the Series B Preferred Shares.


PRIME GROUP: Posts $100,000 Q1 Net Loss, Mulls Asset Sales
----------------------------------------------------------
Prime Group Realty Trust said net loss available to common
shareholders was $100,000 or $0.29 per share for the first quarter
ended March 31, 2010, as compared to net loss attributable to
common shareholders of $4.5 million or $19.01 per share for the
first quarter of 2009.

The results of the Company's operations compared to the first
quarter of 2009 were positively affected by a decrease of $4.4
million in total interest expense related to the assignment of our
membership in BHAC Capital IV, L.L.C. and related loan in the
third quarter of 2009.  The Company's investment in BHAC was
wholly-owned by the Company and not its Operating Partnership.

On March 10, 2010, the Company announced that its Board determined
not to declare a quarterly distribution on its Series B Preferred
Shares for the first quarter of 2010 and that the Board was unable
to determine when the Company will recommence distributions on the
Series B Preferred Shares.  The total arrearage in payment of
dividends on the Series B Preferred Shares is $11.25 million.  The
Board is also in the process of considering various financing,
capitalization, asset sales and other alternatives for the
Company.

The Board based their decision on the Company's current capital
resources and liquidity needs and the overall negative state of
the economy and capital markets.  The Board intends to review the
suspension of the Series B Preferred Shares dividends periodically
based on the Board's ongoing review of the Company's financial
results, capital resources, liquidity needs, and the condition of
the economy and capital markets.  The Company can give no
assurances that dividends on the Company's Series B Preferred
Shares will be resumed, or that any financing or other
capitalization alternatives will be satisfactorily concluded.

At March 31, 2010, the Company had total assets of $379.711
million against total liabilities of $381.433 million and non-
controlling interest of $87.513 million, resulting in total
deficit of $1.722 million.

A full-text copy of the Company's Form 10-Q is available at no
charge at http://ResearchArchives.com/t/s?62b2

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?62b3

                 About Prime Group Realty Trust

Based in Chicago, Illinois, Prime Group Realty Trust (NYSE:
PGEPRB) -- http://www.pgrt.com/-- is a fully-integrated, self-
administered, and self-managed real estate investment trust which
owns, manages, leases, develops, and redevelops office and
industrial real estate, primarily in metropolitan Chicago. The
Company currently owns 7 office properties containing an aggregate
of roughly 3.2 million net rentable square feet and a joint
venture interest in one office property comprised of roughly
101,000 net rentable square feet.  The Company leases and manages
roughly 3.2 million square feet comprising all of its wholly owned
properties.  In addition, the Company is the asset and development
manager for an roughly 1.1 million square foot office building
located at 1407 Broadway Avenue in New York.

                            *     *     *

As reported by the Troubled Company Reporter on December 15, 2009,
Prime Group Realty Trust said the Company's Board of Trustees has
determined not to declare a quarterly distribution on its Series B
Preferred Shares for the fourth quarter of 2009, and that the
Board is unable to determine when the Company might recommence
distributions on the Series B Preferred Shares.


PROTECTION ONE: Reports $4.8 Million Net Loss for March 31 Qtr
--------------------------------------------------------------
Protection One, Inc., reported a net loss of $(4.8) million or
$(0.19) per share for the first quarter ended March 31, 2010,
compared to a net loss of $(2.8) million or $(0.11) per share in
the prior year.  Lower operating income, an increase in non-cash
amortization of debt discount as a result of the amendment to the
Company's senior credit facility in the fourth quarter of 2009,
and income tax expense contributed to the decrease.

Revenue in the first quarter of 2010 decreased 5% to $88.3 million
from $93.0 million.  Monitoring and related services revenue
decreased due to lower Wholesale monitoring revenue, because as of
November 1, 2009, the Company no longer provides monitoring
services to one of the unit's largest customers.  Lower Retail and
Multifamily average customer bases and related RMR also
contributed to the decrease.

The Company's focus on the commercial market resulted in an
increase in equipment sales, which is reflected in installation
and other revenue.

Monitoring and related services margin improved to 69.8% in the
first quarter of 2010 from 69.2% in the same period in 2009
primarily due to a reduction in lower margin Wholesale monitoring
and related services revenue.

Operating income in the first quarter of 2010 decreased
approximately $0.7 million to $7.8 million from $8.5 million in
2009 because the Company recorded a $2.1 million loss in the first
quarter of 2010 in connection with the termination of a lease
agreement and write-off of the related leasehold improvements.
Excluding these expenses, decreases in costs of monitoring and
related services, selling expense and amortization and
depreciation expense more than offset lower monitoring and related
services revenue.

Richard Ginsburg, Protection One's president and chief executive
officer, said, "We began the year with a quarter that showed
continued progress in managing costs, lowering net debt, and
reducing attrition.  We executed well in all three business units
this quarter with our continued focus on making sure we deliver
the best customer experience while maintaining financial
discipline."

As of March 31, 2010, the Company had total assets of $562.853
million against total liabilities of $624.631 million, resulting
in stockholders' deficit of $61.778 million.

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?62b4

A full-text copy of the Company's Form 10-Q report is available at
no charge at http://ResearchArchives.com/t/s?62b5

                            Merger Deal

As reported by the Troubled Company Reporter on April 29, 2010,
Protection One has entered into a definitive agreement to be
acquired by affiliates of GTCR, a private equity firm that manages
more than $8 billion in equity capital.

Protection Acquisition Sub, Inc., has agreed to commence a tender
offer to acquire all of POI's outstanding shares of Common Stock,
for $15.50 per share to the seller in cash, net of applicable
withholdings and without interest.

Affiliates of Quadrangle Group LLC and Monarch Capital Partners,
which together own over 60% of the fully diluted shares of
Protection One, have each executed a tender and support agreement
pursuant to which they have agreed to validly tender their shares
in the tender offer.

Protection One's financial advisor in the transaction is J.P.
Morgan Securities Inc. and its legal advisor is Kirkland & Ellis
LLP. Lazard Freres & Co. LLC advised Protection One's board of
directors and its independent transactions committee with respect
to the fairness of the offer price to be paid in the transaction.

Morgan Keegan & Company, Inc. and Barclays Capital served as M&A
advisors and Barnes Associates served as an industry advisor to
GTCR. Latham & Watkins LLP and Skadden, Arps, Slate, Meagher &
Flom LLP provided GTCR legal counsel.

                            About GTCR

Founded in 1980, GTCR -- http://www.gtcr.com/-- is a private
equity firm focused on investing in growth companies in the
Financial Services & Technology, Healthcare and Information
Services & Technology industries.  The Chicago-based firm
pioneered the "Leaders Strategy" -- finding and partnering with
world-class leaders as the critical first step in identifying,
acquiring and building market-leading companies through
acquisitions and organic growth.  Since its inception, GTCR has
invested more than $8.0 billion in over 200 companies.

                       About Protection One

Protection One, Inc. -- http://www.ProtectionOne.com/-- is
principally engaged in the business of providing security alarm
monitoring services, including sales, installation and related
servicing of security alarm systems for residential and business
customers.  The Company also provides monitoring and support
services to independent security alarm dealers on a wholesale
basis.  Affiliates of Quadrangle Group LLC and Monarch Alternative
Capital LP own roughly 70% of the Company's common stock.


PROTECTION ONE: Lawsuits Filed Against GTCR Transaction
-------------------------------------------------------
Donald Rensch, a purported stockholder of Protection One, Inc., on
May 6, 2010, filed a complaint on behalf of himself and as a
putative class action on behalf of Protection One's public
stockholders against the Company, the GTCR entities, the Company's
board, and certain major shareholders in the Court of Chancery of
the State of Delaware.

The Company has struck a deal to be acquired by Protection
Acquisition Sub, Inc., as Purchaser, a wholly owned indirect
subsidiary of Protection Holdings, LLC, as Parent, which is
controlled by (i) GTCR Fund IX/A, L.P.; (ii) GTCR Fund IX/B, L.P.;
(iii) GTCR Partners IX, L.P.  Quadrangle Group LLC, and Monarch
Alternative Capital LP have agreed to the deal.

The complaint alleges, among other things, that the defendants
breached fiduciary duties or aided and abetted the alleged breach
of fiduciary duties in connection with the Offer and the Merger
contemplated by the Merger Agreement and alleges that the
disclosures contained in Protection One's Schedule 14D-9 and the
Offer to Purchase are materially misleading and omit material
facts.  The complaint does not state how many Shares are
purportedly held by Donald Rensch.  The complaint seeks, among
other things, a declaration that the action brought by the
complaint is properly maintainable as a class action, an order
enjoining the transactions contemplated by the Merger Agreement, a
declaration that the defendants have breached fiduciary duties,
including in connection with the approval of certain incentive
awards, award of damages to the plaintiff and other members of the
class, and award of the plaintiff's costs, including attorneys'
and experts' fees.  Purchaser, Parent and GTCR believe that the
Rensch Complaint is wholly without merit and intend to defend the
case vigorously.

On May 10, 2010, Trading Strategies Fund, a purported stockholder
of Protection One, filed a complaint on behalf of itself and as a
putative class action on behalf of Protection One's public
stockholders, against GTCR Golder Rauner, LLC, Protection One, and
each member of the Protection One board of directors in the
district court of Douglas County, Kansas.  The complaint alleges,
among other things, that the defendants breached fiduciary duties
or aided and abetted the alleged breach of fiduciary duties in
connection with the Offer and the Merger contemplated by the
Merger Agreement and alleges that the disclosures contained in
Protection One's Schedule 14D-9 are materially misleading and omit
material facts. The complaint does not state how many Shares are
purportedly held by Trading Strategies Fund.  The complaint seeks,
among other things, a judgment determining that the action brought
by the complaint is properly maintainable as a class action, a
declaration that the defendants have breached fiduciary duties or
aided and abetted in the breach of fiduciary duties, award of
damages to the plaintiff and other members of the class, and award
of the plaintiff's costs, including attorneys' and experts' fees.

On May 14, 2010, the district court of Douglas County, Kansas
granted a motion to enter a temporary restraining order preventing
the parties from completing the Offer and the Merger prior to June
2, 2010, and a hearing in such court in respect of a preliminary
injunction against the completion of the Offer and the Merger has
been scheduled for May 27, 2010.  GTCR Golder Rauner, LLC, an
affiliate of GTCR, believes that the TSF Complaint is wholly
without merit and intends to defend the case vigorously.

On May 12, 2010, The Law Offices of Mark Kotlarsky Pension Plan, a
purported stockholder of Protection One, filed a complaint on
behalf of itself and as a putative class action on behalf of
Protection One's public stockholders against Purchaser, Parent,
GTCR, Protection One, each member of the Protection One board of
directors, Quadrangle Group LLC, Quadrangle, and Monarch
Alternative Capital LP in the Court of Chancery of the State of
Delaware.  The complaint alleges, among other things, that the
defendants breached their fiduciary duties or aided and abetted
the alleged breach of fiduciary duties in connection with the
Offer and the Merger contemplated by the Merger Agreement and
alleges that the disclosures contained in Protection One's
Schedule 14D-9 are materially misleading and omit material facts.
The complaint does not state how many Shares are purportedly held
by The Law Offices of Mark Kotlarsky Pension Plan. The complaint
seeks, among other things, an order enjoining the transactions
contemplated by the Merger Agreement, a declaration that the
defendants have breached fiduciary duties, and award of the
plaintiff's costs, including attorneys' and experts' fees.
Purchaser, Parent and GTCR believe that the Kotlarsky Complaint is
wholly without merit and intend to defend the case vigorously.

                            Merger Deal

As reported by the Troubled Company Reporter on April 29, 2010,
Protection One has entered into a definitive agreement to be
acquired by affiliates of GTCR, a private equity firm that manages
more than $8 billion in equity capital.

Protection Acquisition Sub, Inc., has agreed to commence a tender
offer to acquire all of POI's outstanding shares of Common Stock,
for $15.50 per share to the seller in cash, net of applicable
withholdings and without interest.

Affiliates of Quadrangle Group LLC and Monarch Capital Partners,
which together own over 60% of the fully diluted shares of
Protection One, have each executed a tender and support agreement
pursuant to which they have agreed to validly tender their shares
in the tender offer.

Protection One's financial advisor in the transaction is J.P.
Morgan Securities Inc. and its legal advisor is Kirkland & Ellis
LLP. Lazard Freres & Co. LLC advised Protection One's board of
directors and its independent transactions committee with respect
to the fairness of the offer price to be paid in the transaction.

Morgan Keegan & Company, Inc. and Barclays Capital served as M&A
advisors and Barnes Associates served as an industry advisor to
GTCR. Latham & Watkins LLP and Skadden, Arps, Slate, Meagher &
Flom LLP provided GTCR legal counsel.

                            About GTCR

Founded in 1980, GTCR -- http://www.gtcr.com/-- is a private
equity firm focused on investing in growth companies in the
Financial Services & Technology, Healthcare and Information
Services & Technology industries.  The Chicago-based firm
pioneered the "Leaders Strategy" -- finding and partnering with
world-class leaders as the critical first step in identifying,
acquiring and building market-leading companies through
acquisitions and organic growth.  Since its inception, GTCR has
invested more than $8.0 billion in over 200 companies.

                       About Protection One

Protection One, Inc. -- http://www.ProtectionOne.com/-- is
principally engaged in the business of providing security alarm
monitoring services, including sales, installation and related
servicing of security alarm systems for residential and business
customers.  The Company also provides monitoring and support
services to independent security alarm dealers on a wholesale
basis.  Affiliates of Quadrangle Group LLC and Monarch Alternative
Capital LP own roughly 70% of the Company's common stock.

As of March 31, 2010, the Company had total assets of $562.853
million against total liabilities of $624.631 million, resulting
in stockholders' deficit of $61.778 million.


RICARDO ORTEGA: Case Summary & 15 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Ricardo Lopez Ortega
        aka Ricardo Ortega
        2228 Pajaro St
        Oxnard, CA 93030

Bankruptcy Case No.: 10-12424

Chapter 11 Petition Date: May 17, 2010

Court: United States Bankruptcy Court
       Central District Of California (Santa Barbara)

Judge: Robin Riblet

Debtor's Counsel: Philip D. Dapeer, Esq.
                  Philip Daoeer, a Law Corporation
                  2625 Townsgate Rd Ste 330
                  Westlake Village, CA 91361
                  Tel: (323) 954-9144
                  Fax: (323) 954-0457

Scheduled Assets: $1,873,000

Scheduled Debts: $2,991,979

A list of the Company's 15 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb10-12424.pdf

The petition was signed by Ricardo Lopez Ortega.


RICHARD HOYLE: Case Summary & 18 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Richard W. Hoyle
        80 Cottonwood Court #C-150
        Eagle, ID 83616

Bankruptcy Case No.: 10-01484

Chapter 11 Petition Date: May 17, 2010

Court: United States Bankruptcy Court
       District of Idaho (Boise)

Judge: Terry L. Myers

Debtor's Counsel: D Blair Clark, Esq.
                  1513 Tyrell Lane, Suite 130
                  Boise, ID 83706
                  Tel: (208) 475-2050
                  Fax: (208) 475-2055
                  E-mail: dbc@dbclarklaw.com

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

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

A list of the Company's 18 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/idb10-01484.pdf

The petition was signed by Richard W. Hoyle.


RIVIERA HOLDINGS: May File for Chapter 11 Absent Refinancing
------------------------------------------------------------
Riviera Holdings Corporation, owner of casinos in Las Vegas and
Colorado, says that it may be forced to seek Chapter 11 protection
if it fails to complete a refinancing or consensual out-of-court
restructuring.

The Company made the disclosure in its Form 10-Q for the quarter
ended March 31, 2010.  In the report, the Company disclosed assets
of $199,175,000 against debts of $286,700,000 as of March 31,
2010.  The Company also disclosed a net loss of $4,532,000 on net
revenues of $30,814,000 for three months ended March 31, 2010,
compared with a net loss of $1,037,000 on net revenues of
$34,656,000 during the same period in 2009.

On June 8, 2007, RHC and its restricted subsidiaries entered into
a $245 million Credit Agreement with Wachovia Bank, National
Association, as administrative agent.  Cantor Fitzgerald
Securities succeeded Wachovia as administrative agent effective
April 12, 2010.

The Credit Facility includes a $225 million seven-year term loan
which has no amortization for the first three years, a one percent
amortization for years four through six, and a full payoff in year
seven, in addition to an annual mandatory pay down during the term
of 50% of excess cash flows, as defined therein.  The Credit
Facility also includes a $20 million five-year revolving credit
facility under which RHC could obtain extensions of credit in the
form of cash loans or standby letters of credit.

The Company is currently not in compliance with certain
affirmative and negative covenants including its obligation to
make payments under the Credit Facility.

With the aid of financial advisors and outside counsel, the
Company is continuing to negotiate with its various creditor
constituencies to refinance or restructure its debt.

"There is no assurance that the Company will be successful in
completing a refinancing or consensual out-of-court restructuring
and if it is unable to do so, the Company will likely be compelled
to seek protection under Chapter 11 of the U. S. Bankruptcy Code.
The conditions and events described raise substantial doubt about
the Company's ability to continue as a going concern.  The
accompanying consolidated financial statements do not include any
adjustments to reflect the possible future effects on the
recoverability and classification of assets or the amounts and
classifications of liabilities that may result should the Company
be unable to continue as a going concern."

The Company's independent registered public accounting firm
included an explanatory paragraph that expressed doubt as to the
Company's ability to continue as a going concern in their audit
report contained in its Form 10-K report for the year ended
December 31, 2009.

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

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

                      About Riviera Holdings

Las Vegas, Nevada-based Riviera Holdings Corporation, through its
wholly owned subsidiary, Riviera Operating Corporation, owns and
operates the Riviera Hotel & Casino located on the Las Vegas
Boulevard in Las Vegas, Nevada.  Through its wholly owned
subsidiary, Riviera Black Hawk, Inc., the Company owns and
operates the Riviera Black Hawk Casino, a casino in Black Hawk,
Colorado.

The Company's balance sheet as of December 31, 2009, showed
$198.9 million in assets and $282.0 million of debts, for a
stockholders' deficit of $83.1 million.


ROBERT LOCKWOOD: Files for Chapter 11 Bankruptcy Protection
-----------------------------------------------------------
Business turnaround specialist Robert Lockwood filed for Chapter
11 bankruptcy protection, listing assets of $100,000 to $500,000,
and liabilities of between $1 billion and $10 million, Gloucester
Times reports.

aniel Briansky, Esq., represents Mr. Lockwood.

According to Gloucester Times, state tax collectors have been
chasing Mr. Lockwood for roughly 20 years over a disputed tax bill
that now stands around $2.4 million, placing him fifth on the list
of the state's biggest business tax delinquents.  Tax collectors
have started seizing assets they believe are controlled secretly
by Mr. Lockwood -- including the Harbor House liquor license -- in
order to draw down the bill.  Authorities seized the Harbor House
license last fall.


ROBERT ROLLINS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Joint Debtors: Robert M. Rollins
               aka Mike Rollins
               Roxane L. Rollins
               15220 Molly Anne Ct.
               Valley Center, CA 92082

Bankruptcy Case No.: 10-08358

Chapter 11 Petition Date: May 17, 2010

Court: United States Bankruptcy Court
       Southern District of California (San Diego)

Judge: Margaret M. Mann

Debtor's Counsel: Link W. Schrader, Esq.
                  Law Office of Link W. Schrader
                  P.O. Box 46368
                  Los Angeles, CA 90046
                  Tel: (619) 952-8342
                  Fax: (310) 878-4158
                  E-mail: link@link-schrader.com

Scheduled Assets: $1,560,070

Scheduled Debts: $1,809,051

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/casb10-08358.pdf

The petition was signed by Robert M. Rollins and Roxane L.
Rollins.


SAINT VINCENT: Sets Procedures for 6th Avenue Staff House Sale
--------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that St. Vincent Catholic
Medical Centers received approval to auction off its residential
building at 555 6th Avenue in New York.  The property, commonly
known as Staff House, housed 160 doctors serving their residencies
at St. Vincent.

According to the report, under the court-approved procedures,
Taconic Investment Partners LLC will make the first bid with
$48 million cash.  Other bids are due June 15.  The hospital will
negotiate with prospective buyers who make competing bids and
require final bids by June 25.  St. Vincent will announce the
highest or best offer on June 28 and hold a hearing on July 1 for
approval of the sale.

Originally, St. Vincent wanted competing offers by May 27.

Bloomberg News reports that the Bankruptcy Court also approved the
sale of St. Vincent's Pax Christi hospice to Visiting Nurse
Service of New York Hospice Care for $9 million plus assumption of
specified liabilities.

         About Saint Vincents Catholic Medical Centers

St. Vincents Catholic Medical Centers returned to bankruptcy court
by filing another Chapter 11 petition April 14, 2010, in New York
(Bankr. S.D.N.Y. Case No. 10-11963).  The new petition listed
assets of $348 million against debt totaling $1.09 billion.

Adam C. Rogoff, Esq., and Kenneth H. Eckstein, Esq., at Kramer
Levin Naftalis & Frankel LLP, represent the Debtor in its
restructuring efforts.

Although the hospitals emerged from the prior reorganization in
July 2007 with a Chapter 11 plan said to have a "a realistic
chance" of paying all creditors in full, the bankruptcy left the
medical center with more than $1 billion in debt.  The new filing
occurred after a $64 million operating loss in 2009 and the last
potential buyer terminated discussions for taking over the
flagship hospital.

Saint Vincents Catholic Medical Centers -- http://www.svcmc.org/
-- is anchored by St. Vincent's Hospital Manhattan, an academic
medical center located in Greenwich Village and the only emergency
room on the Westside of Manhattan from Midtown to Tribeca, St.
Vincent's Westchester, a behavioral health hospital in Westchester
County, and continuing care services that include two skilled
nursing facilities in Brooklyn, another on Staten Island, a
hospice, and a home health agency serving the Metropolitan New
York area.

Saint Vincent Catholic Medical Centers of New York and six of its
affiliates first filed for Chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).


SEMGROUP LP: Oil & Gas Producers Sue Goldman, BP for Fraud
----------------------------------------------------------
More than 80 independent Kansas, Oklahoma and Texas oil and gas
producers have filed lawsuits alleging that Goldman Sachs
subsidiary J. Aron & Co. and British Petroleum subsidiary BP Oil
Supply Company conspired with SemGroup to defraud them and convert
millions of dollars worth of the producers' crude oil and gas that
was delivered to SemGroup prior to the company's 2008 bankruptcy.

In addition to BP and J. Aron, ConocoPhillips, Plains Marketing
and numerous other oil and gas companies are named as defendants
in lawsuits that were filed in Kansas and Oklahoma state courts.
The lawsuits for the independent producer plaintiffs say they are
owed millions of dollars for the crude oil and gas that the
defendants took from SemGroup just as margin calls were rapidly
driving the energy company toward its Chapter 11 filing in July
2008.

"We believe the evidence will show that J. Aron deliberately took
advantage of SemGroup's dire financial predicament when J. Aron
took possession of our clients' oil and gas," says bankruptcy
attorney Peter Goodman of McKool Smith, who represents the
plaintiffs along with McKool Smith commercial litigator Kyle
Lonergan.

The complaints allege that Goldman Sachs and J. Aron exploited
their multilayered relationship with SemGroup in which they were
the company's investment banker, offering agent, lender, and
trading partner to take possession of the independent producers'
oil and gas in violation of numerous state laws of Kansas,
Oklahoma, and Texas.

The cases are Arrow Oil & Gas, Inc., et al. v. J. Aron & Company,
et al., No. CJ-2010-239 and Arrow Oil & Gas, Inc., et al. v.
Calcasieu Refining Company, et al., No. CJ-2010-240 filed in the
District Court for Pottawatomie County, Oklahoma, and Anstine &
Musgrove, Inc., et al. v. J. Aron & Company, et al., No. 2010 CN
35 and Anstine & Musgrove, Inc., et al. v. Calcasieu Refining
Company, et al., No. 2010 CN 34 filed in the District Court for
Pratt County, Kansas.

McKool Smith is recognized as one of the premier trial law firms
in the United States based on significant courtroom victories and
substantial settlements for domestic and international clients.
With more than 120 attorneys in Austin, Dallas, Houston, Marshall,
New York, and Washington DC, the firm handles complex commercial
litigation, intellectual property claims, bankruptcy matters, and
white collar litigation for companies and individuals across the
globe.  McKool Smith has won more of the Top 100 Verdicts than any
other law firm in the nation every year since 2008.

For more information, contact Roger J. Cohen, 973 632 4694, or
rcohen@autokthonous.com or Mike Androvett at 800-559-4534 or
mike@androvett.com

                       About SemGroup, L.P.

SemGroup, L.P. -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products.  Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
November 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.

SemGroup, LP, won confirmation from the Bankruptcy Court of its
Fourth Amended Plan of Reorganization on October 28, 2008.  The
Plan, which distributes more than $2.5 billion in value to its
stakeholders, was declared effective November 30.


SEVEN FALLS: Has 30 Days to Secure New Financing
------------------------------------------------
Mark Barret at Citizen-Times reports that a federal judge gave
Seven Falls 30 days to arrange for new financing.  A person
familiar with the matter said the Company is in talks with a
lender that could provide up to $7 million in financing.

Seven Falls, LLC, has a golf course and residential development on
400 acres in Hendersonville, North Carolina.  The Company filed
for Chapter 11 bankruptcy protection on October 26, 2009 (Bankr.
W.D. N.C. Case No. 09-11182).  The Company listed $50,000,001 to
$100,000,000 in assets and $10,000,001 to $50,000,000 in
liabilities.


SECUREALERT INC: Extends Period for Purchase of Midwest's Interest
------------------------------------------------------------------
Securealert Inc. executed an agreement to extend the option period
for the purchase of the remaining minority ownership interest of
its subsidiary corporation, Midwest Monitoring & Surveillance,
Inc.

The agreement was entered into by the registrant and the minority
shareholders of MM&S to extend the option period to March 31,
2011.  As consideration for the extension of the option period for
the additional 12 months, the registrant paid a fee by issuing
150,000 restricted shares of the registrant's authorized and
previously unissued common stock and waived the payment of $10,000
owed to registrant by MM&S.

In addition, the registrant agreed to make cash payments to the
sellers totaling $144,000 in equal installments over a 12-month
period.  In consideration of the payments of cash and stock, the
registrant was issued additional shares of MM&S common stock
increasing its total ownership interest in MM&S to 53.145%.

A full-text copy of the Agreement is available for free
at http://ResearchArchives.com/t/s?62c3

                         About SecureAlert

Sandy, Utah-based SecureAlert, Inc. (OTCBB: SCRA) --
http://www.securealert.com/-- is a monitoring, case management
and advanced communications Technology Company with a portfolio of
services utilized by more than 625 law enforcement agencies,
judicial districts and county jurisdictions across 35 states.
Approximately 15,000 offenders are supported, managed and
supervised monthly through the company's programs, services and
electronic monitoring initiatives.

RemoteMDx, Inc., filed an amendment to its Articles of
Incorporation changing its corporate name to SecureAlert, Inc.
Additionally, the Company's subsidiary, SecureAlert, Inc., filed
an amendment to its Articles of Incorporation changing its
corporate name to SecureAlert Monitoring, Inc.

At December 31, 2009, the Company's consolidated balance sheets
showed $8,212,402 in total assets and $25,255,098 in total
liabilities, resulting in a $17,042,696 shareholders' deficit.
The Company's consolidated balance sheets at December 31, 2009,
also showed strained liquidity with $2,692,487 in total current
assets available to pay $23,099,738 in total current liabilities.

The Company has incurred recurring net losses, negative cash flows
from operating activities, and an accumulated deficit.  "These
factors raise substantial doubt about the Company's ability to
continue as a going concern."

The Company said it is presently unable to finance its business
solely from cash flows from operating activities.  During the
three months ended December 31, 2009, the Company financed its
business primarily from the issuance of debt and the issuance of
stock providing cash proceeds of $1,531,304.


SEQUENOM INC: Unveils $51.6 Million Private Placement
-----------------------------------------------------
Sequenom, Inc., on May 12 entered into an agreement to issue and
sell an aggregate of 12,435,000 shares of its common stock at
$4.15 per share to certain investors.  The aggregate gross
proceeds of the private placement are expected to be approximately
$51.6 million.  Sequenom intends to use the net proceeds from the
financing to advance its research, development and
commercialization of various diagnostic tests, as well as for
general corporate purposes.  Subject to the satisfaction of
customary closing conditions, the private placement was expected
to close on or about May 17, 2010.

Jefferies & Company, Inc. served as sole lead placement agent and
Lazard Capital Markets LLC served as co-placement agent for
Sequenom in the private placement.

The shares of common stock sold in the private placement have not
been registered under the Securities Act of 1933, as amended, or
state securities laws and may not be offered or sold in the United
States absent registration with the Securities and Exchange
Commission or an applicable exemption from the registration
requirements. The shares were offered and will be sold only to a
limited number of accredited investors. Sequenom has agreed to
file a registration statement with the Securities and Exchange
Commission covering the resale of the common stock sold in the
private placement.

                          About Sequenom

Sequenom, Inc. (NASDAQ: SQNM) -- http://www.sequenom.com/-- is a
life sciences company committed to improving healthcare through
revolutionary genetic analysis solutions. Sequenom develops
innovative technology, products and diagnostic tests that target
and serve discovery and clinical research, and molecular
diagnostics markets. The company was founded in 1994 and is
headquartered in San Diego, California.

The Company's balance sheet for March 31, 2010, showed
$70.6 million total assets and $15.5 million total current
liabilities, for a $50.0 million stockholders' equity.

The Company's balance sheet at December 31, 2009, showed
$86.6 million in total assets, $17.4 million in total current
liabilities, $5.5 million long-term liabilities for a
$63.6 million stockholders' equity.  Accumulated deficit has
reached $597.29 million.


SEQUENOM INC: Posts $16 Million Net Loss for First Quarter
----------------------------------------------------------
Sequenom Inc. filed its quarterly report Form 10-Q, showing a net
loss of $16.9 million on $10.6 million of total revenues for the
three months ended March 31, 2010, compared with a net loss of
$17.4 million on $8.6 million of total revenues for the same
period a year earlier.

The Company disclosed that:

   * Total revenue for the first quarter of 2010 grew 22% to $10.6
     million, compared with $8.7 million for the first quarter of
     2009.  The increase in revenue was due to higher systems and
     consumables sales over the same period last year.

   * Net loss for the first quarter of 2010 was $16.9 million, or
     $0.27 per share, compared with $17.5 million, or $0.29 per
     share, for the first quarter of 2009.

   * Net cash used in operating activities was $13.4 million for
     the first quarter of 2010.

Gross margin in the first quarter of 2010 was 50.5% compared with
60.6% for the first quarter of 2009, reflecting increased costs
associated with the start-up of the diagnostics business and
changes in the mix of products sold in the genetic analysis
business.  The overall gross margin included a 61% margin
generated by the genetic analysis segment which was offset by the
negative margin generated from the company's molecular diagnostics
segment.

Research and development expenses were $11.2 million for the first
quarter of 2010, compared with $8.8 million for the same period in
the prior year.  The increase was primarily related to clinical
sample acquisition costs associated with the company's Trisomy 21
program and a licensing payment for certain intellectual property
rights for age-related macular degeneration related genetic
variants.

Selling, general and administration expenses of $11.1 million for
the first quarter of 2010 decreased from $14.3 million for the
first quarter of 2009.  The decrease was primarily due to
decreased legal fees associated with litigation and lower share
based compensation expense.

Total costs and expenses for the first quarter of 2010 were $27.5
million, compared with $26.5 million for the comparable quarter in
2009.  For the three months ended March 31, 2010 and 2009, the
company recorded $2.4 million and $3.0 million, respectively, of
stock-based compensation expense.

    Cash, Cash Equivalents and Available for Sale Securities

As of March 31, 2010 Sequenom had total cash and short- and long-
term marketable securities of $29.2 million and $8.6 million in
accounts receivable.

"The Sequenom team is optimistic about the future opportunities
that lie ahead for our genetic analysis and molecular diagnostics
businesses." stated Harry F. Hixson, Jr., Ph.D., chairman and
chief executive officer.  "We are pleased to announce timelines
for the development and clinical testing of our T21 test, which we
expect will be of interest to physicians, patients and investors.
Successfully meeting our T21 test development milestones,
advancing our AMD test development program, and seeking partnering
opportunities for some of our unfunded projects will be a major
focus for Sequenom during 2010."

Paul V. Maier, interim chief financial officer, stated, "Overall
first quarter financial results met our expectations.  Our
achievement of more than $10 million of revenue in a quarter that
historically has lower revenues is a good indicator that we can
deliver growth in 2010.  As a result, we believe that orders for
the MassARRAY system and related consumables will provide a
concrete foundation for the company as we continue to develop our
molecular diagnostics capabilities."

The Company's balance sheet at March 31, 2010, showed
$70.6 million in total assets, $15.5 million in total current
liabilities, $310,000 in deferred revenues, $3.1 million in other
long-term liabilities, and $1.5 million in long-term portion of
debts and obligations, for a stockholder's equity of
$50.0 million.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?62c1

A full-text copy of the Company's earnings release is available
for free at http://ResearchArchives.com/t/s?6204

                          About Sequenom

Sequenom, Inc. (NASDAQ: SQNM) -- http://www.sequenom.com/-- is a
life sciences company committed to improving healthcare through
revolutionary genetic analysis solutions. Sequenom develops
innovative technology, products and diagnostic tests that target
and serve discovery and clinical research, and molecular
diagnostics markets. The company was founded in 1994 and is
headquartered in San Diego, California.

The Company's balance sheet at December 31, 2009, showed
$86.6 million in total assets, $17.4 million in total current
liabilities, $5.5 million long-term liabilities for a
$63.6 million stockholders' equity.  Accumulated deficit has
reached $597.29 million.

Ernst & Young LLP of San Diego, California, has expressed
substantial doubt against Sequenom Inc.'s ability as a going
concern.  The auditor noted that the Company has incurred
recurring operating losses and does not have sufficient working
capital to fund operations through 2010.


SHOREBANK CORP: Raises More Than $125MM to Avoid Takeover
---------------------------------------------------------
Reuters reports sources have said privately held ShoreBank Corp.
is getting assistance from a consortium of Wall Street banks
including Goldman Sachs Group Inc, Citigroup, JPMorgan and Bank of
America.  According to Reuters, the spokesmen for Citigroup and
General Electric Co. each confirmed $20 million investments on
Tuesday, and JPMorgan previously said it was ready to inject $15
million.  As reported by the Troubled Company Reporter on May 17,
2010, sources told The Wall Street Journal Goldman agreed to
commit $20 million.

Reuters relates ShoreBank, which has $2.3 billion in assets, was
reported to have exceeded the $125 million in rescue capital it
needed to avoid a takeover by the Federal Deposit Insurance Corp.
Reuters further relates that a ShoreBank spokesman declined to
comment on specific investments, saying only that capital-raising
efforts so far had been "encouraging."

According to Reuters, Bill Brandt, chairman of the Illinois
Finance Authority, said there had been no political arm-twisting
to win investments for ShoreBank.  He said Wall Street banks were
happy for a chance to align themselves with a community bank that
has a national reputation for philanthropic investments.


SINCLAIR BROADCAST: Swings to $10.9-Mil. Profit in Q1 2010
----------------------------------------------------------
Sinclair Broadcast Group Inc. filed its quarterly report on Form
10-Q with the Securities and Exchange Commission, showing
$10.9 million of net income on $169.6 million of total revenues
for the three months ended March 31, 2010, compared with a net
loss of $87.0 million on $154.7 million of total revenues for the
same period a year ago.

The Company's balance sheet at March 31, 2010, revealed
$1.5 billion in total assets and $1.7 billion in total
liabilities, for a stockholders' deficit of $187.7 million.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?62a3

                     About Sinclair Broadcast

Based in Baltimore, Maryland, Sinclair Broadcast Group, Inc.
(Nasdaq: SBGI) -- http://www.sbgi.net/-- one of the largest and
most diversified television broadcasting companies, currently owns
and operates, programs or provides sales services to 58 television
stations in 35 markets.  The Company's television group reaches
roughly 22% of U.S. television households and includes FOX,
ABC, CBS, NBC, MNT, and CW affiliates.

As of December 31, 2009, Sinclair had total assets of
$1,597,721,000 against total liabilities of $1,799,943,000.  As
of December 31, 2009, Total Sinclair Broadcast Group shareholders'
deficit was $211,950,000, and Noncontrolling interest was
$9,728,000, resulting in Total deficit of $202,222,000.

                           *     *     *

Sinclair carries Moody's Investors Service's Caa2 Corporate Family
Rating and Caa3 Probability of Default Rating; and Standard &
Poor's Ratings Services' 'B-' corporate credit rating.


SMURFIT-STONE: Proposes to Enter Into Consulting Pact With Murphy
-----------------------------------------------------------------
Smurfit-Stone Container Corp. and its units ask the U.S.
Bankruptcy Court for authority to enter into a confidential
consulting agreement with John R. Murphy, the Debtors' former
senior vice president and chief financial officer.

James F. Conlan, Esq., at Sidley Austin LLP, in Chicago, Illinois,
relates that through a consultancy arrangement to extend through
September 1, 2010, the Debtors seek to obtain the benefits of Mr.
Murphy's unique knowledge, particularly as it relates to financial
matters, and to have Mr. Murphy available at the Debtors' request
to assist with certain duties as the Debtors transitions a new CFO
into the role.

In connection with the proposed consultancy arrangement, Mr.
Murphy also will agree to abide by non-solicitation provisions
extending through the termination of the consultancy arrangement,
to preserve the confidentiality of all proprietary or
confidential information, to return all of the Debtors' property,
and to release all claims against the Debtors, Mr. Conlan notes.

In exchange for Mr. Murphy's continued services, the Debtors
propose to pay $200,000 for Mr. Murphy's Consulting Services
during the six-month Consulting Period, which is an amount equal
to six months of his regular base salary while employed by the
Debtors.

Mr. Conlan tells the Court that Mr. Murphy also is eligible, per
the terms of the proposed Agreement, to receive an incentive
bonus that he would have received pursuant to the Debtors' 2009
Long Term Incentive Plan as though he had been employed from
January 1, 2009, until the effective date of the Debtors' Chapter
11 Plan of Reorganization, and to receive $125,000 for
outplacement services and certain relocation expenses that he has
incurred or will incur.

                    Mariner, Et Al., Respond

On behalf of Mariner Investment Group LLC and Senator Investment
Group LP, Kevin S. Mann, Esq., at Cross & Simon LLC, in
Wilmington, Delaware, notes that under the Proposed Agreement,
Mr. Murphy has agreed to provide up to 10 hours of services per
week for up to six months.  He adds that since his resignation,
Mr. Murphy has moved to Florida.

"For his up to 10 hours of work per week, from Florida, Mr.
Murphy will receive the same salary that he received as the
Debtors' full time CFO, his full 2009 LTIP award and $125,000 in
outplacement services. This package is worth $750,000.  For
what?" Mr. Mann asks.

The Proposed Agreement does not define or describe the
"consulting services" that Mr. Murphy will perform and there is
not a single sentence that says what he is going to do, where he
is going to do it, if he has to travel or the hours or days he
has to be available, Mr. Mann further points out.  However, he
notes that the Agreement is explicit about several things,
including his:

  -- freedom to seek full-time employment elsewhere, including
     for a competitor of the Debtors; and

  -- agreement to keep his mouth shut and not say anything
     negative about the Debtors or its current, former or future
     officers and directors.

"Although not a single sentence is devoted to what services Mr.
Murphy will provide, paragraph after paragraph of the Agreement
contain broad confidentiality, non-disparagement and release
provisions," Mr. Mann contends.

For these reasons, Mariner and Senator ask the Court not to grant
the Debtors' request.

Mariner's and Senator's response is joined by Fir Tree, Inc. and
P. Schoenfeld Asset Management LP.

                      About Smurfit-Stone

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs roughly 21,250
employees, 17,400 of which are based in the United States.  For
the quarterly period ended September 30, 2008, the Company
reported roughly US$7.450 billion in total assets and
US$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCoopers
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

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


SMURFIT-STONE: Michigan Governor Wants Details on Closed Plant
--------------------------------------------------------------
Jennifer M. Granholm, the governor of the State of Michigan, asks
the U.S. Bankruptcy Court to compel Smurfit-Stone Container Corp.
and its units to provide historical financial data regarding the
operations of the Debtors' old mill in Ontonagon, Michigan.

In her letter filed with the Court, Gov. Granholm notes that
local redevelopment efforts to make the old mill useful have
focused on the possible conversion of the mill's power plant to
convert biomass to electricity, production of cellulosic ethanol,
and exploring the use of the mill for the manufacture of non-
competitive paper products.

Gov. Granholm said Smurfit-Stone is not only inflicting
significant job losses on the town of 1,509 residents but taking
steps to strip the plant of the machinery and equipment that
could make it useful to another operator, noted The Wall Street
Journal.

"I find this troubling and hard to understand," she wrote in her
letter to Judge Brendan Shannon, the Journal further noted.  "If
these reports are true, then the opportunity for economic reuse
may be lost with adverse consequences to the bankruptcy estate,
to say nothing of the economic loss to the people of Ontonagon
County and state of Michigan."

According to Gov. Granholm, Smurfit-Stone "completely rebuffed"
inquires from the state's Centers for Energy Excellence program
that would seek to turn the aging paper mill into a biomass-
fueled power plant and cellulosic ethanol production facility.

A copy of Gov. Granholm's letter is available for free at:

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

However, Smurfit-Stone spokesman Tim Rowden said the governor's
letter "contains significant erroneous information," reports the
Journal.  Mr. Rowden added that the Chicago company has not
stripped assets out of the mill.

"The company does not believe that the facility will ever be
viable as a paper mill, but is actively marketing the property
for alternative uses, and is keeping local interests informed and
involved in the process," he said, the report notes.

In a separate filing, the Ontonagon County Board of Commissioners
urges the Debtors to sell their Mill in Ontonagon County and
provide necessary financial information which would allow a
potential purchaser to formulate a purchase offer.

                      About Smurfit-Stone

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs roughly 21,250
employees, 17,400 of which are based in the United States.  For
the quarterly period ended September 30, 2008, the Company
reported roughly US$7.450 billion in total assets and
US$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCoopers
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

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


SMURFIT-STONE: Files Form 10-Q for March 31 Quarter
---------------------------------------------------
A full-text copy of Smurfit-Stone Container Corporation's
Quarterly Report for the period ended March 31, 2010, filed with
the Securities and Exchange Commission on Form 10-Q is available
at no charge at: http://tinyurl.com/29yra8f

              Smurfit-Stone Container Corporation
                   Consolidated Balance Sheet
                      As of March 31, 2010

                             ASSETS

Current Assets:
Cash                                              $702,000,000
Restricted cash                                     22,000,000
Receivables                                        711,000,000
Receivables for alt. tax credits                    11,000,000
Retained interests in receivables sold                       -
Inventories
    Work-in process                                 114,000,000
    Materials & supplies                            358,000,000
                                                ---------------
                                                    472,000,000
Refundable income taxes                             25,000,000
Prepaid expenses and others                         46,000,000
                                                ---------------
    Total current assets                          1,989,000,000

Net property                                      3,029,000,000
Timberlands, less depletion                           2,000,000
Deferred income taxes                                23,000,000
Other assets                                         60,000,000
                                                ---------------
Total assets                                     $5,103,000,000
                                                ===============

                 LIABILITIES & EQUITY (DEFICIT)

Liabilities Not Subject to Compromise:
Current liabilities:
  Current maturities of long-term debt           $1,353,000,000
  Accounts payable                                  463,000,000
  Accrued compensation and payroll taxes            140,000,000
  Interest payable                                   14,000,000
  Income taxes payable                                        -
  Current deferred taxes                                      -
  Other current liabilities                         143,000,000
                                                ---------------
     Total current liabilities                    2,113,000,000

Other long-term liabilities                         119,000,000
                                                ---------------
Total liabilities not subject to compromise       2,232,000,000

Liabilities subject to compromise                 4,307,000,000
                                                ---------------
Total liabilities                                 6,539,000,000

Stockholders' Equity:
  Preferred stock                                   104,000,000
  Common stock                                        3,000,000
  Additional paid-in capital                      4,082,000,000
  Retained earnings (deficit)                    (4,972,000,000)
  Accumulated other comprehensive loss             (653,000,000)
                                                ---------------
Total stockholders' deficit                      (1,436,000,000)

Total liabilities & stockholders' deficit        $5,103,000,000
                                                ===============


              Smurfit-Stone Container Corporation
              Consolidated Statement of Operations
           For the three months ended March 31, 2010

Net sales                                        $1,461,000,000

Costs and expenses:
Cost of goods sold                                1,356,000,000
Selling and administrative expenses                 151,000,000
Restructuring charges                                (4,000,000)
(Gain) Loss on disposal of assets                             -
Other operating income                              (11,000,000)
                                                ---------------
Income(Loss) from operations                        (31,000,000)

Other income (expense):
Interest expense, net                               (13,000,000)
DIP Debt issuance costs                                       -
Loss on early extinguishment of debt                          -
Foreign currency exchange gains (losses)             (6,000,000)
Other, net                                            2,000,000
                                                ---------------
Income(loss) before reorg. items and                (48,000,000)
  income taxes

Reorganization items, net                           (41,000,000)
                                                ---------------
Income(Loss) before income taxes                    (89,000,000)
Benefit from income taxes                                     -
                                                ---------------
Net Income(loss)                                   ($89,000,000)
                                                ===============


              Smurfit-Stone Container Corporation
              Consolidated Statement of Cash Flows
            For the nine months ended March 31, 2010

Cash flows from operating activities:
Net loss                                           ($89,000,000)
Adjustments:
  Loss on early extinguishment of debt                        -
  Depreciation, depletion, & amortization            85,000,000
  DIP Debt issuance costs                                     -
  Amortization of debt issuance costs                         -
  Deferred income taxes                              (2,000,000)
  Pension & postretirement benefits                  28,000,000
  (Gain)Loss on disposal of assets                            -
  Non-cash restructuring expenses                    (3,000,000)
  Non-cash stock-based compensation                   1,000,000
  Non-cash foreign currency exchange gains            6,000,000
  Non-cash reorganization items                      26,000,000
  Change in restricted cash                           2,000,000
  Change in current assets & liabilities:
     Receivables                                    (93,000,000)
     Receivables for alt. energy tax cred.           48,000,000
     Inventories                                    (19,000,000)
     Prepaid expenses & other current assets         (3,000,000)
     Accounts payable                                46,000,000
     Interest payable                                 3,000,000
  Others, net                                        14,000,000
                                                ---------------
Net cash provided by operating activities            50,000,000

Cash flows from investing activities:
Expenditures for property                           (34,000,000)
Proceeds from property disposals                      6,000,000
Advances to affiliates, net                                   -
                                                ---------------
Net cash used for investing activities              (28,000,000)

Cash flows from financing activities:
Proceeds from DIP debt                                        -
Net borrowings of long-term debt                     (1,000,000)
Repurchase of receivables                                     -
DIP Debt issuance costs                                       -
Deferred debt issuance costs                         (9,000,000)
Change in restricted cash                           (15,000,000)
                                                ---------------
Net cash provided(used) by financing activities     (25,000,000)

Effect of exchange rate changes on cash               1,000,000

Increase(decrease) in cash and cash equivalents      (2,000,000)
Cash & cash equivalents:
  Beginning of period                               704,000,000
                                                ---------------
  End of period                                    $702,000,000
                                                ===============

                      About Smurfit-Stone

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs roughly 21,250
employees, 17,400 of which are based in the United States.  For
the quarterly period ended September 30, 2008, the Company
reported roughly US$7.450 billion in total assets and
US$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCoopers
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

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


SPARETIME FAMILY: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Sparetime Family Fun Center, Inc.
          dba Vorwaller Investments, LLC
        P.O. Box 364
        Roy, UT 84067

Bankruptcy Case No.: 10-26552

Chapter 11 Petition Date: May 17, 2010

Court: U.S. Bankruptcy Court
       District of Utah (Salt Lake City)

Judge: Judith A. Boulden

Debtor's Counsel: Matthew M. Boley, Esq.
                  Parsons Kinghorn Harris
                  111 E. Broadway, 11th Floor
                  Salt Lake City, UT 84111
                  Tel: (801) 363-4300
                  Fax: (801) 363-4378
                  E-mail: mmb@pkhlawyers.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 Kimberly J. Vorwaller, president.


SPCM SA: S&P Upgrades Rating on Long-Term Corp. Rating to 'BB-'
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term corporate
credit rating on SPCM S.A. (SNF) to 'BB-' from 'B+'. The outlook
is stable.

At the same time, we raised by one notch the issue rating on SNF's
senior secured bank loans to 'BB' and the rating on its senior
unsecured bonds to 'BB-', in line with the one-notch raise on the
corporate credit rating.  The recovery ratings on the senior
secured bank loans and senior unsecured bonds remain unchanged.
The bank loans have a recovery rating of '2', indicating our
expectation of substantial (70% to 90%) recovery in case of a
payment default, and the senior unsecured bonds are rated '4',
indicating our expectation of average (30% to 50%) recovery for
bondholders.

"The upgrade reflects the better-than-expected credit metrics,
liquidity and covenant leeway since second-quarter 2009, and our
expectations that they would remain in line with a 'BB-' rating
going forward," said Standard & Poor's credit analyst Lucas
Sevenin.  This notably mirrors our view of a more supportive
financial policy, which should help credit metrics and liquidity
in case of adverse market developments with, for example, reduced
capital expenditure (capex).  Our upgrade also reflects our view
that EBITDA should remain satisfactory, albeit clearly down from
the record 2009 levels.

SNF had sales of ?1 billion in 2009 and EBITDA of about ?170
million.  The adjusted debt reached about ?340 million.

We classify the business risk profile in the high end of the fair
category.  We view positively the company's world market
leadership in water treatment polymers and rising contribution
from higher margin (albeit more volatile) polymers used for
enhanced oil recovery (EOR).  We view SNF's business model as
benefiting from strong historical growth, good resilience to
falling GDP, as seen in 2009, and continued good demand prospects,
especially in EOR.  We think the business model resilience is
illustrated, for instance, by SNF's modest volume decline of about
5% in first-half 2009, against other chemical players' sharp drops
of 20% to 30%.  We also take into account the company's wide and
balanced geographic coverage.  Key risk factors remain, however,
due to the sensitivity of SNF's EBITDA to volatile raw material
prices (propylene related), while selling prices may undergo a
squeeze, mainly due to competition or clients pressing for lower
prices.

The stable outlook reflects our expectations that EBITDA will
remain adequate, albeit much lower than in 2009. We have also
assumed that the group's financial policy will remain supportive,
notably with respect to controlling negative free cash flow that
will likely result from the group's large capital spending plans.
We would notably view an adjusted ratio of FFO to debt of
about 20% as commensurate with the rating. We also assume
shareholder distributions and acquisitions to remain thin, at less
than ?10 million per year.

The rating could be under pressure if credit metrics deteriorated
for a prolonged period of time, material acquisitions or dividends
appeared, or if EBITDA was lower than expected and capex not
adjusted.

Over the long term, we might raise the rating if the financial
policy was more supportive, such that credit metrics would be
sustainably stronger than currently factored in, with, for
example, an FFO to debt above 25% to 30%.  Given the company's
growth strategy, we view that as less likely.


SPHERIS INC: Has Buyer for $17.5 Million Subordinated Note
----------------------------------------------------------
Bloomberg News reports that Spheris Inc. sold its business in
April for $98.83 million, a price that included a $17.5 million
subordinated note from the purchasers, subsidiaries of CBay
Holding Ltd.  Spheris, now formally named SP Wind Down Inc., on
May 18 agreed to sell the note to Riva Ridge Master Fund Ltd. for
an undisclosed price.  The five-year note starts off paying
interest at 8%, rising to 12.5%.  CBay, which also provides
medical transcription services, has the right to prepay the note
within six months for 77.5% of outstanding principal.  The
official creditors' committee supports the sale.  A hearing to
approve the deal is scheduled for June 8.

                           About Spheris

Headquartered in Franklin, Tennessee, Spheris Inc. --
http://www.spheris.com/-- is a global provider of clinical
documentation technology and services.

Spheris Inc., along with five affiliates, filed for Chapter 11 on
Feb. 3, 2010 (Bankr. D. Del. Case No. 10-10352).  Attorneys at
Young Conaway Stargatt & Taylor, LLP, and Willkie Farr & Gallagher
LLP represent the Debtors in their restructuring efforts.
Jefferies & Company serves as financial advisors to the Debtors.
Attorneys at Schulte Roth & Zabel LLP and Landis Rath & Cobb LLP
serve as counsel to the prepetition and DIP lenders.  Garden City
Group Inc. is the Debtors' claims and notice agent.  The petition
says that assets range from $50,000,001 to $100,000,000 while
debts range from $100,000,001 to $500,000,000.


STATION CASINOS: Plan Outline Hearing Scheduled for June 10
-----------------------------------------------------------
Station Casinos, Inc., and its debtor-affiliates informed parties-
in-interest that the hearing to consider approval of the
Disclosure Statement explaining their Joint Chapter 11 Plan of
Reorganization is scheduled for June 10, 2010, at 10:00 a.m., in
the U.S. Bankruptcy Court for the District of Nevada, in the
Clifton Young Federal Building, at 300 Booth Street, First Floor-
Courtroom, in Reno, Nevada.

The original Disclosure Statement Hearing Date was May 5, 2010.

The Debtors delivered to Judge Gregg W. Zive of the U.S.
Bankruptcy Court for the District of Nevada a Joint Chapter 11
Plan of Reorganization and an accompanying Disclosure Statement on
March 24, 2010.

Station Casinos Inc. said in a statement that as part of the
comprehensive plan, the mortgage lenders to FCP Propco, LLC,
holding debt secured by Red Rock Casino Resort Spa, Palace
Station, Boulder Station, and Sunset Station, will become the
equity owners of a newly-formed company and will sell 46% of the
equity to Frank Fertitta III and Lorenzo Fertitta, who will make a
significant new investment to purchase their equity in the new
company.   The remaining equity will be owned primarily by the
Propco Lenders and Colony Capital, who will also be making a new
investment in the company.  Fertitta Gaming, an entity owned by
the Fertittas, will also manage the Propco Properties under a
long-term management agreement.

In order to establish an orderly and value-maximizing process for
sale to occur, the Debtors requested approval of certain sale and
bidding procedures to sell the Opco Assets in a competitive sale
process.  The Court, however, has not entered a ruling on the
proposed bidding process due to a number of objections lodged by
various parties.

                     About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

The Company owns and operates Red Rock Casino Resort Spa, Palace
Station Hotel & Casino, Boulder Station Hotel & Casino, Santa Fe
Station Hotel & Casino, Wildfire Rancho and Wild Wild West
Gambling Hall & Hotel in Las Vegas, Nevada, Texas Station Gambling
Hall & Hotel and Fiesta Rancho Casino Hotel in North Las Vegas,
Nevada, and Sunset Station Hotel & Casino, Fiesta Henderson Casino
Hotel, Wildfire Boulder, Gold Rush Casino and Lake Mead Casino in
Henderson, Nevada.  Station also owns a 50% interest in Green
Valley Ranch Station Casino, Aliante Station Casino and Hotel,
Barley's Casino & Brewing Company, The Greens and Wildfire Lanes
in Henderson, Nevada and a 6.7% interest in the joint venture that
owns the Palms Casino Resort in Las Vegas, Nevada.  In addition,
the Company manages Thunder Valley Casino near Sacramento,
California on behalf of the United Auburn Indian Community.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477).
Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as
legal counsel in the Chapter 11 case; Brownstein Hyatt Farber
Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP as
local counsel.  The Debtor is also hiring Lazard Freres & Co. LLC
as investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the claims and noticing agent.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

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


STATION CASINOS: Plan Exclusivity Extended Until June
-----------------------------------------------------
Station Casinos, Inc., and its debtor-affiliates sought and
obtained a ruling from Judge Gregg W. Zive of the United States
Bankruptcy Court for the District of Nevada extending the period
during which no party other than the Debtors may file a plan
pursuant to Section 1121(c)(3) of the Bankruptcy Code from May 24,
2010, to the confirmation hearing date.

The Debtors filed their Joint Chapter 11 Plan of Reorganization on
March 24, 2010, so the initial 120-day exclusive period contained
in Section 1121(c)(2) is no longer applicable, Paul S. Aronzon,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, Los Angeles,
California -- paronzon@milbank.com -- tells the Court.

In a declaration filed with the Court, Thomas M. Friel, executive
vice-president and chief accounting officer of Station Casinos,
Inc., avers that good and sufficient cause exists to grant the
Debtors a further extension of the Exclusive Period from May 24,
2010 to the dates on which the Court has scheduled the hearing on
confirmation of the Joint Plan, on July 15 and 16, 2010, as the
dates may be adjourned from time to time.

The Joint Plan contemplates a going concern sale of the Opco
Assets.  In order to establish an orderly and value-maximizing
process for sale to occur, the Debtors anticipate requesting that
the Court approve certain sale and bidding procedures to sell the
Opco Assets in a competitive sale process, Mr. Friel says.

According to Mr. Friel, the Debtors' intent is to implement sale
procedures designed to encourage a competitive sale process that
will generate the highest and best possible sale results for the
Opco Assets.  The approval of any sale of the Opco Assets will be
contingent upon and occur in conjunction with confirmation of the
Joint Plan.

Mr. Aronzon adds that in order to ensure that the sale process
will yield the highest or otherwise best bid for the Opco Assets,
the Exclusive Period should be extended to allow the plan
solicitation and sale processes to run in parallel through the
Confirmation Hearing Date.

In addition to the Joint Plan, the Disclosure Statement and the
proposed bidding procedures, the Debtors expect to file a motion
for approval of a modified Master Lease Compromise Agreement.  The
original MLCA was approved in December 2009 and covered December
2009 to February 2010.  The MLCA was then extended to cover March
and April 2010.  The existing MLCA is set to expire on May 14,
with May rent coming due on May 11, 2010.

The Debtors anticipate that the next generation of the MLCA will
not simply extend the terms of the existing MLCA, but will contain
substantive provisions designed to begin the steps necessary to
successfully separate the Propco Assets -- the Debtors' gaming
properties and operations assets -- from the Opco Assets -- the
Debtors' assets other than the gaming properties and operations
assets -- in the manner contemplated by the Joint Plan.

Mr. Aronzon avers that the extension of the Exclusive Period
requested in the Motion is necessary to give the Debtors
sufficient time to:

  (a) obtain approval of the adequacy of the Disclosure
      Statement and authority to pursue the related solicitation
      procedures,

  (b) obtain approval of and authority to enter into the
      modified MLCA, and

  (c) pursue an orderly and competitive going concern auction
      process to sell the Opco Assets to the highest bidder.

Mr. Aronzon argues that viewed in relation to the size of the
Chapter 11 Cases and the complexities and challenges facing the
Debtors in connection with the sale of the Opco Assets and the
separation of the Propco Assets from the Opco Assets, a further
extension of the Exclusive Period will provide the Debtors with a
full and fair opportunity to pursue the requisite sale of the Opco
Assets and the separation of the Opco Asset and the Propco Assets
and confirm the Joint Plan.

                     About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

The Company owns and operates Red Rock Casino Resort Spa, Palace
Station Hotel & Casino, Boulder Station Hotel & Casino, Santa Fe
Station Hotel & Casino, Wildfire Rancho and Wild Wild West
Gambling Hall & Hotel in Las Vegas, Nevada, Texas Station Gambling
Hall & Hotel and Fiesta Rancho Casino Hotel in North Las Vegas,
Nevada, and Sunset Station Hotel & Casino, Fiesta Henderson Casino
Hotel, Wildfire Boulder, Gold Rush Casino and Lake Mead Casino in
Henderson, Nevada.  Station also owns a 50% interest in Green
Valley Ranch Station Casino, Aliante Station Casino and Hotel,
Barley's Casino & Brewing Company, The Greens and Wildfire Lanes
in Henderson, Nevada and a 6.7% interest in the joint venture that
owns the Palms Casino Resort in Las Vegas, Nevada.  In addition,
the Company manages Thunder Valley Casino near Sacramento,
California on behalf of the United Auburn Indian Community.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477).
Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as
legal counsel in the Chapter 11 case; Brownstein Hyatt Farber
Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP as
local counsel.  The Debtor is also hiring Lazard Freres & Co. LLC
as investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the claims and noticing agent.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

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


STATION CASINOS: Sale Motion Not Ripe for Adjudication, Says Panel
------------------------------------------------------------------
At the end of April, Station Casinos Inc. and its units filed a
motion asking for authority to sell all or substantially all of
the OpCo Assets -- consisting of 14 casino properties owned by
Station Casinos Inc., the casinos' related assets, as well as
SCI's direct and indirect interests in a variety of other
management and development opportunities.

According to Bloomberg News, U.S. Bankruptcy Court Judge Gregg
Zive in Reno, Nevada, said at a hearing early this month that he
won't ruile on the Company's request to hold an auction until the
end of May at the earliest, after opposing creditors have a chance
to question two company financial advisers.

                     Sale of the OpCo Assets

On behalf of Station Casinos, Paul S. Aronzon, Esq., at Milbank,
Tweed, Hadley & McCloy LLP, Los Angeles, California, says the sale
of Opco Assets contemplated by the Motion is an essential
component of the Debtors' Joint Plan of Reorganization.  The Joint
Plan contemplates that the Opco Assets will be sold to the highest
bidder, with the net proceeds of that sale to be distributed to
creditors in accordance with the respective priorities of their
claims.

The Joint Plan further contemplates that the sale process will run
roughly contemporaneously with the solicitation of votes on the
Joint Plan and that the auction will occur shortly before the
confirmation hearing on the Joint Plan, but sufficiently in
advance of the confirmation hearing so that the terms of the
proposed sale to the highest bidder will be known and available
for the Court's consideration and approval at the time of the
confirmation hearing.

The OpCo Assets do not include the four properties owned by debtor
FCP PropCo, LLC -- Palace Station Hotel & Casino, Boulder Station
Hotel & Casino, Sunset Station Hotel & Casino and Red Rock Casino
Resort Spa -- and their related furniture, fixtures and equipment
and other assets used in connection with the operation of those
properties.

Certain, but not all, of the Opco Assets serve as collateral to
secure the repayment of SCI's prepetition secured loan from its
senior secured lenders.  In addition, there are certain assets,
the "Excluded Assets," that are owned by members of the Opco Group
but fall within the Propco Assets, because they are used
exclusively or predominantly in connection with the operation of
the Propco properties.  The Excluded Assets consist entirely of
assets that are to be transferred to Propco or New Propco under
the Joint Plan or pursuant to the Master Lease Compromise
Agreement and all amendments thereto approved by the Bankruptcy
Court.

The Opco Assets and the Propco Assets are under the common
management of SCI.

The Debtors believe that the value of the Opco Assets will be
maximized through the Sale of all or substantially all of the Opco
Assets.  However, the Debtors recognize that certain Potential
Bidders may desire to acquire only a portion or portions of the
Opco Assets.  Accordingly, the Debtors will entertain, in their
discretion: (i) bids for all or any portion
or portions of the Opco Assets; and (ii) Joint Bids for all,
substantially all or portions of the Opco Assets.

Each casino property that is an Opco Asset may be sold separately,
or multiple casino properties may be sold in groupings of multiple
properties.

If any casino property is sold separately or as part of a group,
all customer data for customers whose primary casino play is at
that property will be sold only to the Successful Bidder for that
property on an exclusive basis.  As a result, only the buyer of
any particular casino property will be entitled to maintain and
use the Primary Customer Data post-closing.

No other party will be entitled to use or purchase the Primary
Customer Data, and no member of the Opco Group will be entitled to
sell the Primary Customer Data related to any casino property to
any entity other than the buyer or transferee of the casino
property.

Upon consummation of the Sale, the participants in a Joint Bid may
decide to divide the Opco Assets amongst themselves and operate
certain Opco Assets separately from others.

                        Bid Procedures

In connection with the sale, the Debtors also ask the Court to
approve and establish bid procedures for the sale of the OpCo
Assets.

The Debtors have been engaged in restructuring discussions of one
form or another for nearly 15 months.  During that time, the
Debtors and their advisors have received inquiries from several
potential purchasers of Opco Assets.

As part of the implementation of the Bidding Procedures, the
Debtors and their advisors intend to contact all parties to advise
them of the potential opportunity to acquire some or all of the
Opco Assets.  In addition, if the Court approves the Bidding
Procedures, the Debtors will promptly publish notice of the
Bidding Procedures in The Wall Street Journal and The Las Vegas
Review-Journal.

As Potential Bidders are identified and sign up to appropriate
confidentiality agreements, they will be provided with due
diligence access to materials and information relating to the Opco
Assets as the Debtors reasonably deem appropriate.  Among
other things, the Bidding Procedures provide that:

  (a) Potential Bidders will have until 45 days after entry of
      the Bidding Procedures Order to submit a preliminary
      letter of intent and certain other information necessary
      for the Debtors' to assess the Potential Bidders interest
      in and ability to consummate a transaction regarding the
      Opco Assets;

  (b) Potential Bidders that are designated Qualified Bidders
      will have until the Bid Deadline to submit to the Debtors
      their definitive bid materials, which will include a duly
      authorized and executed purchase agreement for the subject
      Opco Assets that will serve as an irrevocable offer
      pending the Debtors' selection of a Successful Bidder for
      the assets;

  (c) A Qualified Bid will be valued based upon several factors
      including items such as the purchase price and the net
      value provided by the bid, the claims likely to result
      from or be created by the bid in relation to other bids,
      the relative ability of the counterparties to the Sale
      proposed by the Qualified Bidder to consummate the Sale,
      the nature and extent of any proposed revisions to the
      Purchase Agreement, the effect of the proposed Sale on the
      value of the ongoing businesses of the Debtors, other
      factors affecting the speed, certainty and value of the
      proposed Sale, any assets excluded from the bid, the
      transition services required from the Debtors post-closing
      and any related restructuring costs, and the likelihood
      and timing of consummating the Sale, each as determined by
      the Debtors following consultation with the Consultation
      Parties;

  (d) If the Debtors do not receive any Qualified Bids, the
      Debtors will proceed as set forth in the "No Qualified
      Bids" section of the Bidding Procedures which reserve to
      the Debtors the right to terminate the sale process or
      extend, subject to the Bidding Procedures, the deadlines
      for receiving, evaluating and selecting a Successful Bid;

  (e) If multiple Qualified Bids are submitted for the same or
      for overlapping subsets of the Opco Assets, the Debtors,
      under the direction of SCI's independent director, will
      conduct an auction in accordance with the Bidding
      Procedures to determine the highest or otherwise best
      offer for the assets following competitive bidding;

  (g) If the Debtors receive a single Qualified Bid, the Debtors
      reserve the right, in consultation with the Consultation
      Parties, to terminate the sale process or extend, subject
      to the terms hereof, the deadlines set forth in the
      Bidding Procedures without further notice in an effort to
      solicit and obtain competing Qualified Bids.
      Alternatively, Debtors may evaluate the single Qualified
      Bid on its own merit to determine whether the single
      Qualified Bid is a Successful Bid; and

  (h) Once a Successful Bid or Successful Bids are selected, the
      Debtors will promptly seek Court approval of the selected
      transactions as part of the hearing on confirmation of the
      Joint Plan.

The closing of any Sale may involve additional intermediate steps
or transactions to facilitate consummation of the Sale, including
the additional Chapter 11 filings or merger or other corporate
transaction of subsidiaries of the Debtors and other actions or
transactions necessary to implement the Joint Plan.

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

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

               Restructuring Support Agreement

SCI entered into a restructuring support agreement, dated
April 16, 2010, with:

  * the lenders under the Opco Loan Agreement;

  * the Opco Debtor Subsidiaries and non-debtor subsidiaries;

  * Fertitta Gaming LLC and Frank J. Fertitta III and Lorenzo J.
    Fertitta, as primary equity investors in FG.

A full-text copy of the Restructuring Support Agreement is
available for free at:

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

Thomas R. Kreller, Esq., at Milbank, Tweed, Hadley & McCoy LLPO,
in Los Angeles, California, explains that the Restructuring
Support Agreement serves two basic purposes, by (i) evidencing the
agreement of the Consenting Lenders to support the Joint Plan and
the Bidding Procedures, as well as the continued use of cash
collateral by Opco and its non-debtor subsidiaries and affiliates
and the requested extension of the Debtors' exclusive right to
file a plan, among other things; and (ii) setting forth the
Consenting Lenders' agreement to the designation of the bid for
the Opco Assets that has been submitted by FG and the Mortgage
Lenders as the stalking horse bid in the Opco Sale Process.

The Agreement provides the framework for the Purchaser to acquire
the Opco Assets and assume certain liabilities pursuant to the
Term Sheet annexed to the Opco Support Agreement.  The acquisition
will be effectuated through (i) modifications to the Joint Plan
acceptable to SCI, the Purchaser and the Lenders; and (ii) the
negotiation of a purchase and sale agreement by the Purchaser and
SCI, subject to the reasonable satisfaction of the Mortgage
Lenders, FG and the Required Consenting Lenders, according to Mr.
Kreller.

The Term Sheet of the Restructuring Agreement sets forth these
fundamental terms of the Stalking Horse Bid:

  * Purchase Price of $772,000,000 for the Opco Assets.

  * Purchase Price consists of $317 million in cash and $455
    million in new debt.

  * The new debt will be comprised of a $430 million term loan,
    secured by substantially all of the Opco Assets, and a $25
    million land loan secured by Opco's existing unencumbered.

  * If the Stalking Horse Bidder is not the successful bid and
    an alternate bid is selected and consummated, the Stalking
    Horse Bidder will be entitled to reimbursement of reasonable
    out-of-pocket expenses and to the consensual transfer and
    purchase of the Assets.

The Stalking Horse Bid will be fully documented in the Purchase &
Sale Agreement, Mr. Kreller notes.

Consequently, the Debtors amended the Bidding Procedures for the
Opco Sale to essentially reflect the terms of the Sale in
accordance with the Restructuring Support Agreement.  A full-text
copy of the Amended Bidding Procedures is available for free at:

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

                         Parties React

Various parties have objected to the Bidding Procedures.

In a document filed May 18 before the Bankruptcy Court, the
Official Committee of Unsecured Creditors noted that in the
absence of a Purchase and Sale Agreement, the Bidding Procedures
Motion is incomplete and not ripe for adjudication by the Court.
Bidders seeking to buy all of the OpCo Assets must submit a
blacklined copy of their purchase agreement marked to show changes
to this yet non-existent Purchase and Sale Agreement.  It noted
that the Purchase and Sale Agreement was not available (i) on
April 19, when the Motion was filed, (ii) during initial discovery
from April 25 - May 3, (iii) at the May 4-5 Hearing, (iv) during
supplementary discovery from May 10-14 and (v) prior to the May 18
deadline for the filing of this Supplemental Objection.  "This
Court cannot approve the Bidding Procedures without this document,
which will be the subject of review, commentary, discovery and
controversy like all other proposed agreements have been.  The
Bidding Procedures Motion should be denied on this basis alone."

The Committee also alleged that the proposed transactions are
"tilted in favor of the Fertitta family."  It said that the
proposed deals work together to transfer value to the Fertitta
family and the PropCo Lenders to the detriment of the OpCo estate.

"There can be no question that the Debtors and their lenders have
devised a complicated structure through multiple agreements that
purport to resolve these cases before the first dollar has been
bid at auction and the first vote cast on the plan, and have
designed the agreements to rise and fall together in order to
benefit insiders and bind the hands of all parties, including this
Court," the Committee said.

                     About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

The Company owns and operates Red Rock Casino Resort Spa, Palace
Station Hotel & Casino, Boulder Station Hotel & Casino, Santa Fe
Station Hotel & Casino, Wildfire Rancho and Wild Wild West
Gambling Hall & Hotel in Las Vegas, Nevada, Texas Station Gambling
Hall & Hotel and Fiesta Rancho Casino Hotel in North Las Vegas,
Nevada, and Sunset Station Hotel & Casino, Fiesta Henderson Casino
Hotel, Wildfire Boulder, Gold Rush Casino and Lake Mead Casino in
Henderson, Nevada.  Station also owns a 50% interest in Green
Valley Ranch Station Casino, Aliante Station Casino and Hotel,
Barley's Casino & Brewing Company, The Greens and Wildfire Lanes
in Henderson, Nevada and a 6.7% interest in the joint venture that
owns the Palms Casino Resort in Las Vegas, Nevada.  In addition,
the Company manages Thunder Valley Casino near Sacramento,
California on behalf of the United Auburn Indian Community.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477).
Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as
legal counsel in the Chapter 11 case; Brownstein Hyatt Farber
Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP as
local counsel.  The Debtor is also hiring Lazard Freres & Co. LLC
as investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the claims and noticing agent.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

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


STATION CASINOS: Employees Say Chapter 11 Plan Unconfirmable
------------------------------------------------------------
The Informal Committee of Station Employees argues that the Joint
Chapter 11 Plan of Reorganization delivered to the Court on dated
March 24, 2010, by Station Casinos, Inc., FCP PropCo, LLC, and
their debtor-affiliates should not be confirmed because it fails
to include meaningful workforce retention provisions.

The Station Employees Committee, comprised of ten employees of ten
Station casinos throughout Las Vegas, explains that the Debtors'
"hastily-drafted" Joint Plan gives scant attention to employee-
related issues, specifically with respect to workforce retention,
even as it proposes sweeping ownership changes at the Debtors'
operating subsidiaries.

The Plan specifically envisions that Propco/New Propco may not
retain existing employees and merely may "make employment offers"
to them and "set up its own employee benefit plans."  Accordingly,
confirmation of the Plan "could lead to the mass termination of
all employees who currently work at the Propco properties,"
Richard G. McCracken, Esq., at McCracken, Stemerman & Holsberry,
in Las Vegas, Nevada, says on behalf of the Committee

While hourly employees of Station Casinos are employed by non-
debtor subsidiaries of the Debtors, hourly employees have an
interest in the Debtors' successful reorganization "because their
jobs depend upon it," Mr. McCracken points out.

Kevin Kline, Director of Organizing of Culinary Workers Union
Local 226 -- a part of the Local Joint Executive Board of Las
Vegas -- filed a declaration relating to the Station Employees
Committee's objection.

                     About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

The Company owns and operates Red Rock Casino Resort Spa, Palace
Station Hotel & Casino, Boulder Station Hotel & Casino, Santa Fe
Station Hotel & Casino, Wildfire Rancho and Wild Wild West
Gambling Hall & Hotel in Las Vegas, Nevada, Texas Station Gambling
Hall & Hotel and Fiesta Rancho Casino Hotel in North Las Vegas,
Nevada, and Sunset Station Hotel & Casino, Fiesta Henderson Casino
Hotel, Wildfire Boulder, Gold Rush Casino and Lake Mead Casino in
Henderson, Nevada.  Station also owns a 50% interest in Green
Valley Ranch Station Casino, Aliante Station Casino and Hotel,
Barley's Casino & Brewing Company, The Greens and Wildfire Lanes
in Henderson, Nevada and a 6.7% interest in the joint venture that
owns the Palms Casino Resort in Las Vegas, Nevada.  In addition,
the Company manages Thunder Valley Casino near Sacramento,
California on behalf of the United Auburn Indian Community.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477).
Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as
legal counsel in the Chapter 11 case; Brownstein Hyatt Farber
Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP as
local counsel.  The Debtor is also hiring Lazard Freres & Co. LLC
as investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the claims and noticing agent.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

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


SUMMIT HOTEL: Fortress Deal to Forbear Expired on May 17
--------------------------------------------------------
According to a regulatory filing, Fortress Credit Corp.'s
agreement to forbear from declaring a default or otherwise
enforcing its rights under Summit Hotel Properties LLCs has
expired on May 17, 2010.

The Company and Fortress have agreed to the material terms of an
extension of the Fortress Loan.  To permit the parties time to
finalize definitive documentation for the extension, Fortress
agreed, pursuant to a Forbearance Agreement to forbear from
declaring a default or otherwise enforcing its rights under the
Fortress Loan until April 5, 2010, which was amended to April 19,
2010, and further amended to May 3, 2010.  The Forbearance
Agreement has been further amended, pursuant to a Third Amended
and Restated Forbearance Agreement, to extend the period of
forbearance until May 17, 2010.

In March 2007 the Company entered into the Fortress Loan, in the
amount of $99.7 million and with a maturity date of March 5, 2010.
The balance of the Fortress Loan was $85.0 million as of April 5,
2010.

                        About Summit Hotel

Summit Hotel Properties, LLC is a developer, owner and manager of
hotels categorized as mid-scale without food and beverage and
upscale hotels located throughout the United States.  As of
December 31, 2009, the Company owned 65 hotels in 19 states. The
Company's revenues and earnings are derived from hotel operations
of its owned hotels.  An affiliate, The Summit Group, Inc.,
provides a number of services for its hotels, including hotel
operations management, location of acquisition targets and
construction sites, development of construction sites, and
construction supervision.  As of December 31, 2009, Summit Hotel
Properties had two wholly owned limited liability companies that
own hotel properties.  Summit Hospitality I, LLC owns 25 of the
Company's hotels.  In addition, Summit Hospitality V, LLC, is a
wholly owned subsidiary, which owns 13 of the Company's hotels.

Summit Hotel Properties disclosed assets of $527,652,448 against
debts of $441,801,665 as of Sept. 30, 2009.


SUNWEST MANAGEMENT: Sale to Blackstone Group Approved
-----------------------------------------------------
Emeritus Corporation disclosed that U.S. District Court Judge
Michael Hogan approved the purchase and sale agreement in the
Sunwest bankruptcy auction submitted by the previously announced
joint venture between Emeritus, Blackstone Real Estate Advisors
VI, L.P. and Columbia Pacific Advisors, LLC, an entity affiliated
with Dan Baty, Emeritus' Chairman and Co-CEO.  This joint venture
was formed specifically to acquire up to 149 communities formerly
operated by affiliates of Sunwest Management for approximately
$1.3 billion.

Mr. Baty stated, "We are excited that the Sunwest transaction has
formally been approved by the court.  This Joint Venture structure
provides a built-in pipeline to propel our growth strategy over
the next several years."

While the previously announced 5% management fee represents an
immediate accretive cash flow opportunity to the Company, a
greater potential long-term value lies in Emeritus' right of first
opportunity to purchase the Sunwest communities, or the Joint
Venture interests, and the ability to earn additional cash
distribution incentives if the rate of return on membership
interests in the Joint Venture exceeds established thresholds.

The details of the transaction have not materially changed from
those described in the Company's previous announcement dated
May 11, 2010.  The core 149 communities consist of approximately
12,152 units with approximately 8,820 assisted living/memory care
units and 3,332 independent living units.  The ultimate community
count and, therefore, transaction value, may change based on the
Joint Venture's limited ability to change the portfolio of
communities included in the transaction and final debt assumption
negotiations.  The closing of the transaction, which is subject to
the satisfaction of certain customary closing conditions, is
expected to occur in the third quarter of 2010.

Assuming completion of this transaction, Emeritus will operate
over 450 communities in 44 states with a capacity of over 39,000
units and a resident capacity of over 45,000.

                     About Emeritus Corporation

Emeritus Corporation is a national provider of assisted living and
Alzheimer's and related dementia care services to seniors.
Emeritus is one of the largest and most experienced operators of
freestanding assisted living communities located throughout the
United States.  These communities provide a residential housing
alternative for senior citizens who need assistance with the
activities of daily living, with an emphasis on personal care
services, which provides support to the residents in the aging
process.  Emeritus currently operates 316 communities in 36 states
representing capacity for approximately 27,500 units and
approximately 32,800 residents.

                    About Sunwest Management

Founded in Oregon in 1991, Sunwest Management --
http://www.sunwestmanagement.com/-- remains one of the largest
private senior living providers in the country and is a
significant Oregon employer.  In 2008, the company engaged
Hamstreet & Associates and Alvarez & Marsal to serve as financial
advisors.  Clyde Hamstreet is founder and principal of Hamstreet &
Associates, a Portland-based, nationally recognized turnaround
firm that is leading the effort to provide quality care, preserve
value, and help Sunwest meet its obligations to creditors and
investors.  Michael Grassmueck is the founder and principal of
Grassmueck Group, a national firm that specializes in fiduciary
and insolvency services, which is based in Portland, Ore.  He has
served as a trustee in bankruptcy and as fiduciary in the state
and federal courts in thousands of cases for more than 25 years.

In March 2009, U.S. District Judge Michael Hogan appointed Michael
Grassmueck as receiver after the Securities and Exchange
Commission filed suit against Sunwest and former CEO Jon Harder,
alleging securities fraud.

The Company engaged Clyde Hamstreet as chief restructuring officer
in late November 2008 to serve as CRO, an appointment continued in
March by the U.S. District Court after the SEC lawsuit was filed.

Sunwest Management has put 10 assisted living centers -- two in
Oregon -- into Chapter 11 bankruptcy.  Briarwood Retirement and
Assisted Living Community LLC, which owns a retirement center in
Springfield, and Century Fields Retirement and Assisted Living
Community LLC, which owns a center in Lebanon, filed for Chapter
11 on Aug. 19, 2008.  On Aug. 17, 2008, eight Sunwest-affiliated
LLCs filed for Chapter 11 bankruptcy protection from creditors in
Tennessee.


TELETOUCH COMMS: Unit Inks Settlement with Hawk Electronics
-----------------------------------------------------------
Teletouch Communications Inc.'s unit Progressive Concepts Inc.
entered in a certain Mutual Release and Settlement Agreement with
Hawk Electronics Inc.  The foregoing settlement followed a
litigation matter styled Progressive Concepts, Inc. d/b/a Haw
Electronics v. Hawk Electronics, Inc. Case No. 4-08CV-438-Y, by
the Company against Hawk in the US District Court for the Northern
District of Texas which alleged, among other things, infringement
on the tradename Hawk Electronics, as well as counterclaims by
Hawk against the Company of, among other things, trademark
infringement and dilution.

Under terms of the Agreement, the parties executed mutual releases
of claims against each other and agreed to file a stipulation of
dismissal in connection with the pending litigation matter.  As
consideration for the foregoing, the Company agreed to, among
other things, (i) purchase a perpetual license from Hawk to use
the mark "Hawk Electronics" for $900,000 payable in installments
through July 2013, and (ii) assign to Hawk the right and interest
in the domain name www.hawkelectronics.com.  In exchange, Hawk
agreed to, among other things, allow the Company to continue using
the domain name www.hawkelectronics.com in exchange for a monthly
royalty payable to Hawk beginning August 2013.

For over 40 years, Teletouch Communications, Inc. --
http://www.Teletouch.com/-- has offered a comprehensive suite of
telecommunications products and services including cellular, two-
way radio, GPS-telemetry, wireless messaging and public
safety/emergency response vehicle products and services throughout
the U.S.  With over 80,000 wireless customers, Teletouch's wholly-
owned subsidiary, Progressive Concepts, Inc. (PCI), is a leading
provider of ATT Mobility(R) (NYSE: T) services (voice, data and
entertainment), as well as other mobile, portable and personal
electronics products and services to individuals, businesses and
government agencies.

The company's balance sheet for Feb. 28, 2010, showed $20.9
million total assets and $30.1 million total assets, for a $9.1
million total stockholders' deficit.


THOMAS ENTERPRISES: Unit Slapped With Multimillion Civil Lawsuit
----------------------------------------------------------------
International hotelier Jean V. Mestriner filed a civil action
Tuesday in the Superior Court of Coweta County, Georgia, against
his ex-employer Luxera International LLC, a subsidiary of Thomas
Enterprises Inc., seeking $2,674,011.00 - the amount he was
awarded in arbitration a year ago by an International Arbitration
Tribunal in New York.  The award was issued May 21, 2009 for
breach of contract and failure to pay federal and state income
taxes.

According to recent media reports, this is not the lone instance
in which Thomas Enterprises has been remiss in paying taxes.
Thomas Enterprises was late in paying California property tax debt
associated with ownership and development of the Sacramento's
Railyards project.  Thomas Enterprises filed for bankruptcy
protection on three large projects and averted foreclosure on one
of the company's signature properties in September. Property Week
recently reported "Thomas Enterprises is in crunch talks with
lender Lloyds Banking Group over its 10 Trinity Square hotel
development project in London.  Lloyds is now thought to be
considering whether to place the asset into receivership, among
various options."

                       About Mestriner

Mestriner, one of the top global hoteliers in the world, is
recognized for his high end concept designs and standards and
previously worked for Armani Hotels and Residences.  He entered
into an employment agreement with Thomas Enterprises, Inc. (owner
of Luxera International) in August 2006 to develop and operate a
portfolio of luxury hotels and residences including the 10 Trinity
in London, UK.  Mestriner resigned his position in 2008 with good
cause.


TLC VISION: Emerges from Chapter 11 as Private Company
------------------------------------------------------
TLC Vision (USA) Corporation, North America's premier eye care
services company, has officially emerged from Chapter 11 as a
newly reorganized, private company.  The Company's Plan of
Reorganization, which was confirmed by the U.S. Bankruptcy Court
on May 6, 2010 and subsequently recognized by a Canadian court
order, has become effective.  All outstanding closing conditions
have been satisfied or waived.

In accordance with the Plan, affiliates of Charlesbank Capital
Partners, LLC and H.I.G. Capital, LLC have acquired substantially
all the assets of TLC Vision Corporation, including 100% of the
equity of the Company and TLC Vision Corporation's six refractive
centers in Canada.  It is expected that any remaining assets of
TLC Vision Corporation will be liquidated in a Canadian proceeding
and that net proceeds of such liquidation, if any, will be
distributed to TLC Vision Corporation's creditors in accordance
with the Plan.

James B. Tiffany, President and Chief Executive Officer of TLC
Vision stated, "This is an exciting day for TLC Vision.  We have
successfully completed our financial restructuring in just five
months and we exit Chapter 11 with a healthier balance sheet and
an improved cost structure.  We look forward to teaming with our
new partners, Charlesbank and H.I.G.  We are now better positioned
both competitively and financially to take advantage of
opportunities within our markets and achieve our true growth
potential."

Continued Tiffany, "I want to thank our employees, who worked
tirelessly during the reorganization process to ensure our
success, our surgeons and our network of over 5,000 optometrists,
who continue to support TLC.  Lastly, I offer a special thanks to
our outgoing directors and advisors for their valuable guidance
and encouragement throughout the process."

In connection with TLC Vision's completion of its financial
restructuring, the Company announced a new Board of Directors
whose members are:

--  Brandon C. White, Managing Director, Charlesbank Capital
    Partners, LLC
--  Joshua A. Klevens, Vice President, Charlesbank Capital
    Partners, LLC
--  Tim R. Palmer, Managing Director, Charlesbank Capital
    Partners, LLC
--  Timothy B. Armstrong, Managing Director, H.I.G. Capital, LLC
--  Brian D. Schwartz, Managing Director, H.I.G. Capital, LLC

"We welcome our new Board of Directors and look forward to
benefitting from their guidance and experience as we set a course
toward future growth," said Tiffany.

The existing directors of TLC Vision Corporation have resigned as
directors in accordance with terms of the Plan.

                  About TLC Vision

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.


TOWING AND RECOVERY: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Towing and Recovery Professionals of Louisiana Trust
        6513 Perkins Road
        Baton Rouge, LA 70808

Bankruptcy Case No.: 10-10707

Chapter 11 Petition Date: May 17, 2010

Court: United States Bankruptcy Court
       Middle District of Louisiana (Baton Rouge)

Debtor's Counsel: Gary K. McKenzie, Esq.
                   E-mail: gmckenzie@steffeslaw.com
                  William E. Steffes, Esq.
                   E-mail: bsteffes@steffeslaw.com
                  Steffes, Vingiello & McKenzie, LLC
                  13702 Coursey Boulevard
                  Building 3
                  Baton Rouge, LA 70817
                  Tel: (225) 751-1751
                  Fax: (225) 751-1998

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/lamb10-10707.pdf

The petition was signed by W.R. Smith IV, chairman of the board of
trustees.


TRIBUNE CO: Rejecting Contract with Dun & Bradstreet
----------------------------------------------------
Tribune Company seeks the U.S. Bankruptcy Court's authority to
reject a master agreement dated as of January 28, 2004, and
related preferred pricing plan dated January 1, 2006, with Dun &
Bradstreet.

Dun & Bradstreet is a provider of business information, including
information concerning a company's trade experience, historical
finances, sales volume, trends, employee headcount, and prediction
model scores.

Tribune utilizes Dun & Bradstreet's software to monitor commercial
information and business records to evaluate current and potential
advertising customers for creditworthiness.

On January 28, 2004, Tribune and Dun & Bradstreet entered into the
Master Agreement, which granted Tribune a non-exclusive, non-
transferrable license to use certain information and software
provided by Dun & Bradstreet.  Under the Master Agreement, Tribune
was required to pay for Dun & Bradstreet's services at an annual
rate on an installment plan for unlimited contractual usage.

Tribune and Dun & Bradstreet entered into the Preferred Pricing
Plan on January 1, 2006, for an initial three year term.  Under
the Preferred Pricing Plan, Tribune purchased an unlimited data
plan for itself and certain of its subsidiaries for access to Dun
& Bradstreet's services.  The Preferred Pricing Plan included the
right to cancel the contract if notice of intent to terminate were
properly served on Dun & Bradstreet at least 30 days prior to the
end of the three year term.  However, if Tribune did not serve
notice of intent to terminate, the Preferred Pricing Plan would
automatically renew for an additional three years.

Representing the Debtors, Patrick J. Reilley, Esq., at Cole,
Schotz, Meisel, Forman & Leonard, P.A., in Wilmington, Delaware,
relates that Tribune did not serve notice on Dun & Bradstreet that
it intended to terminate the Agreement in the 30 days prior to the
end of the first three year term.

Under the terms of the Preferred Pricing Plan, Tribune is required
to pay 112% of the preceding year's price term for each additional
year under the renewed Preferred Pricing Plan.  According to
Mr. Reilley, Tribune paid all amounts outstanding under the 2009
term in a timely manner.

Mr. Reilley tells the Court that over the past several months,
Tribune has been evaluating the relative costs and benefits
associated with the Agreement, as well as Tribune's ability to
obtain similar services from other providers.  Tribune has
determined it can obtain alternative services that offer similar
features and options at a much lower price, from another provider.

Accordingly, the Debtor asserts, the Agreement is no longer
beneficial or necessary to Tribune's or its subsidiaries' business
operations.

                        About Tribune Co.

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)


TRIBUNE CO: Chadbourne & Parke Bills $1.5 Million for March Work
----------------------------------------------------------------
Pursuant to Sections 330 and 331 of the Bankruptcy Code, these
professionals hired in Tribune Co.'s bankruptcy cases filed
interim fee applications:

A. Professionals of the Debtors:

Professional               Period         Fees         Expenses
------------             ---------       -------       --------
Seyfarth Shaw LLP        10/01/09-
                          11/30/09       $174,768         $6,971

Seyfarth Shaw LLP        12/01/09-
                          02/28/10        313,576         12,061

Dow Lohnes PLLC          03/01/10-
                          03/31/10        150,314          1,336

Stuart Maue              03/01/10-
                          03/31/10         46,575            344

Thomas & LoCicero PL     11/01/09-
                          01/31/10        168,370            106

Stuart Maue is the fee examiner.  Seyfarth Shaw serves as
employment litigation counsel to the Debtors.  Dow Lohnes serves
as special counsel to the Debtors.  Thomas & LoCicero serves as
ordinary course litigation counsel to the Debtors.

The Debtors certified to the Court that no objections were filed
as to these professionals' fee applications:

Professional                                      Period
------------                                 -----------------
Sidley Austin LLP                            02/01/10-02/28/10
McDermott Will & Emery LLP                   10/01/09-10/31/09
McDermott Will & Emery LLP                   11/01/09-11/30/09
Cole, Schotz, Meisel, Forman & Leonard, P.A. 02/01/28-02/28/10
Daniel J. Edelman, Inc.                      02/01/10-02/28/10

B. Professionals of the Official Committee of Unsecured
  Creditors:

Professional               Period         Fees         Expenses
------------             ---------       -------       --------
Chadbourne & Parke LLP   03/01/10-
                          03/31/10     $1,494,305       $110,300

Landis Rath & Robb LLP   03/01/10-
                          03/31/10        153,590          1,362

AlixPartners, LLP        03/01/10-
                          03/31/10        401,797          4,845

Committee Members        03/01/10-
                          03/31/10              -          4,335

Zuckerman Spaeder LLP    03/01/10-
                          03/31/10        170,159        309,048

Chadbourne & Parke and Landis Rath serve as the Committee's co-
counsels.  AlixPartners is the Committee's financial advisor.
Zuckerman serves as the Committee's counsel.

The Committee certified to the Court that no objections were filed
as to Moelis & Company LLC's fee application for the period from
February 1 to February 28, 2010.

                     Fee Examiner's Report

Stuart Maue, as fee examiner, recommends approval of fees for
$256,368 and reimbursement of expenses for $17,090 to Cole,
Schotz, Meisel, Forman & Leonard, P.A., for the period from
March 1 to May 31, 2010.  Cole Schotz's recommended fees reflect a
reduction by $192.

                        About Tribune Co.

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)


TRIBUNE CO: Media Unit Makes Management Promotions
--------------------------------------------------
Tribune Media Services, a leading international provider of
entertainment listings and information services for media and
technology companies, disclosed several promotions for members of
its senior management team and key business leaders.

"TMS is fortunate to have a very experienced, driven management
team that has worked together for PR Toolkit powered by PR
Newswire many years," said David D. Williams, President/CEO of
TMS.  "These promotions recognize the vital roles these leaders
have played in helping TMS experience extraordinary growth over
the last decade, now serving over 4,000 customers in 40
countries."

These members of the TMS' senior management team were promoted
into the positions noted:

    * Jay Fehnel to Sr. Vice President and COO, Entertainment
      Products, from VP, Entertainment Products.

    * Mike Gart to Sr. Vice President, Finance and CFO, TMS,
      from VP, Finance and CFO, TMS.

    * Walter Mahoney to Sr. Vice President, MCT Global
      Information Services, from VP, MCT Global Information
      Services.

    * John Zelenka to Sr. Vice President, Business Development
      and News & Features, from VP, Business Development
      and News & Features.

These members of the TMS Entertainment Products Division
management team were promoted into the positions noted:

    * Rebecca Baldwin to Vice President & General Manager,
      Zap2it.com, from General Manager, Zap2it.com.

    * Ken Carter to Vice President and Managing Director,
      International Entertainment Information, from Managing
      Director, International.

    * Dana Gage to Vice President, Marketing, Entertainment
      Products, from Executive Director, Division Marketing.

    * John Kelleher to Vice President & General Manager,
      Entertainment Information, from General Manager,
      Entertainment Information.

    * Lanna Langlois to Vice President, Finance, Entertainment
      Information, from Executive Director, Finance.

    * Kathy Tolstrup to Vice President, Sales & Marketing,
      Entertainment Information, from General Manager, Sales and
      Marketing, Entertainment Information.

Also, Tribune Technology said that Melissa White, who leads TMS'
information technology team, has been promoted to Managing
Director, Technology Architect, from Executive Director,
Information Technology.

"TMS continues to attract new blue-chip customers around the
world," Williams said.  "We are fortunate to have such an
experienced, customer-focused leadership team to oversee our
continued investments in product development and technology."

                   About Tribune Media Services

Tribune Media Services (TMS), a subsidiary of Tribune Company, is
a leading provider of information and entertainment products for
print, electronic and on-air media in the United States and
abroad.  It distributes TV and movie listings and related
editorial content under the TMS and Zap2it brands; syndicates
comics, editorial cartoons, features and opinion columns; creates
and distributes a variety of online information products; licenses
editorial content from national periodicals; and manages national
advertising networks.  TMS also markets news, features,
information graphics and multimedia content to media clients
around the world through the McClatchy-Tribune Information
Services.  For more information, visit
www.TribuneMediaServices.com.

                        About Tribune Co.

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)


UNIFI INC: Files Form 10-Q for Period March 28 Quarter
------------------------------------------------------
Unifi Inc. filed with the Securities and Exchange Commission its
Form 10-Q for the quarterly period ended March 28, 2010.

The Company reported net sales of $154.7 million for the third
quarter of fiscal year 2010, an increase of $35.6 million or 29.9%
compared to the prior year quarter and $12.4 million or 8.7%
compared to the December 2009 quarter.  Net sales were positively
impacted by improved market conditions across all of the Company's
key segments, as well as continued growth in Brazil.

The Company's balance sheet showed $497.0 million in total assets,
$60.0 million in total liabilities, $178.7 million in Notes
payable, $2.7 million in Other long-term debt and liabilities, and
$261,000 in Deferred income taxes, for a $255.2 million in
shareholders' equity.

The Company reported net income of $771,000 or $0.01 per share for
the third quarter of fiscal year 2010 compared to a net loss of
$33.0 million or $0.53 per share for the prior year quarter.

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

                          About Unifi

Unifi, Inc. (NYSE: UFI) -- http://www.unifi.com/and
http://www.repreve.com/-- is a diversified producer and processor
of multi-filament polyester and nylon textured yarns and related
raw materials.  The Company adds value to the supply chain and
enhances consumer demand for its products through the development
and introduction of branded yarns that provide unique performance,
comfort and aesthetic advantages.  Key Unifi brands include, but
are not limited to: AIO(R) - all-in-one performance yarns,
SORBTEK(R), A.M.Y.(R), MYNX(R) UV, REPREVE(R), REFLEXX(R),
MICROVISTA(R) and SATURA(R). Unifi's yarns and brands are readily
found in home furnishings, apparel, legwear, and sewing thread, as
well as industrial, automotive, military, and medical
applications.

As reported by the Troubled Company Reporter on November 20, 2009,
Moody's Investors Service revised Unifi, Inc.'s ratings outlook to
stable from negative.  Moody's affirmed the company's Caa1
Corporate Family and Probability of Default Ratings, and the Caa2
rating on its senior secured notes due 2014.


UNIVERSAL HEALTH: Fitch Cuts IDR to 'BB'; Now Under Watch Negative
------------------------------------------------------------------
Fitch Ratings has downgraded Universal Health Services' (UHS)
Issuer Default Rating (IDR) to 'BB' from 'BBB', and has placed the
company's ratings on Rating Watch Negative.  The downgrade and
Rating Watch Negative also apply to UHS's security ratings as
follows:

--Senior unsecured notes downgraded to 'BB' from 'BBB'; and
--Unsecured bank facility downgraded to 'BB' from 'BBB'.

The ratings apply to approximately $605 million of debt
outstanding as of March 31, 2010.

The rating action follows UHS's announcement that it has agreed to
acquire Psychiatric Solutions, Inc for $3.1 billion, including
$2 billion in cash and the assumption of $1.1 billion of net debt
of Psychiatric Solutions.  Subject to regulatory approvals and
Psychiatric Solutions shareholder approval, the transaction is
expected to close in the fourth quarter of 2010.

The transaction is expected to be entirely debt funded.  UHS has
obtained commitments for a $4.15 million senior secured bank
credit facility comprising a $500 million term loan A, a $2.85
billion term loan B and an $800 million credit revolver.  Fitch
expects $3.6 billion of the credit facility to be drawn to fund
the transaction as follows: $2 billion to purchase Psychiatric
Solutions equity, $1.1 billion to retire Psychiatric Solutions
outstanding debt, $300 million to refinance outstanding debt of
UHS and $200 million to fund transaction fees.  Pro forma for the
transaction, Fitch expects UHS to have approximately $4.1 billion
in outstanding debt including $3.6 million on the new credit
facility and $450 million of its existing senior unsecured notes
due 2011 and 2016.  The senior unsecured note indenture requires
that the notes become secured upon the occurrence of liens in
excess of 10% of consolidated net tangible assets.  Based on this,
if the notes remain outstanding after the transaction, Fitch
expects they will likely become secured.

The transaction will significantly impact UHS's operating and
credit metrics.  Following the transaction, UHS will generate in
the area of $1.1 billion of EBITDA annually, including about $330
million contributed by Psychiatric Solutions.  Based on these
expectations, debt is expected to equal between 3.5 times (x) and
4.0x EBITDA.  In contrast, based on its current capital structure,
UHS's debt-to-EBITDA equaled 1.2x as of March 31, 2010.  As a
result of the increase in pro forma debt leverage, Fitch is
downgrading UHS's IDR by three-notches to 'BB' at this time.
Placement of the ratings on Negative Watch indicates that there is
the potential for further ratings downgrades, and Fitch expects to
resolve the Negative Watch prior to the close of the transaction.
Any potential further downgrade to UHS's ratings is likely to be
limited to one notch.

Credit risk related to higher debt leverage to complete the
transaction is partly offset by the anticipated benefits to UHS's
operating profile.  The acquisition will significantly expand the
company's presence in the behavioral health sector.  Prior to the
transaction, UHS's behavioral health segment contributed about 25%
of the company's revenues and about 35% of its EBITDA.  Fitch
estimates that post acquisition the contribution of the behavioral
segment will increase to 45% of revenues and 55% of EBITDA.

UHS's behavioral health segment provides operational
diversification that is unique among for-profit hospital
providers.  In general, relative to the acute care hospital
segment, behavioral health operations are more profitable, exhibit
less volatility in patient volumes and revenues and are less
vulnerable to certain challenges faced by the acute care segment,
including high levels of uncompensated care.  In addition, the
acquisition will increase UHS's geographic diversity, ameliorating
credit risk related to its high degree of exposure to the Las
Vegas, NV market, which represented about 22% of revenues in 2009.


VERTIS HOLDINGS: Extends Expiration Dates of Exchange Offers
------------------------------------------------------------
Vertis Holdings, Inc. disclosed the extension of the expiration
dates in connection with its principal operating subsidiary
Vertis, Inc.'s previously commenced (i) private exchange offer,
tender offer and consent solicitation relating to its 13-1/2
percent Senior Pay-in-Kind Notes due 2014, and (ii) private
exchange offer and consent solicitation relating to its 18-1/2
percent Senior Secured Second Lien Notes due 2012 from midnight,
New York City time, on May 20, 2010, to midnight, New York City
time, on
June 11, 2010.  The extension is intended to provide Vertis with
additional time to consummate its refinancing.

Holdings also announced that Vertis will pay the same
consideration to holders of the Notes who validly tender their
Notes in the applicable Offers at or prior to the New Expiration
Time that was offered to holders of Notes who validly tendered,
and did not validly withdraw, their Notes in the applicable Offers
at or prior to midnight, New York City time, on May 20, 2010, in
order to provide prospective participants in the Offers additional
time to consider tendering their Notes and receive such
consideration.

As of 5:00 p.m., New York City time, on May 19, 2010,
approximately $204.8 million aggregate principal amount of the
Senior Notes were validly tendered in the Senior Notes Offer  and
the related consents thereby delivered, and not validly withdrawn.
Of the total Senior Notes validly tendered in the Senior Notes
Offer, approximately $177.0 million aggregate principal amount
were tendered for Holdings' common stock and approximately $27.8
million aggregate principal amount were tendered for cash,
representing approximately 73 percent and 12 percent,
respectively, of the outstanding principal amount of the Senior
Notes.  In addition, as of 5:00 p.m., New York City time, on
May 19, 2010, approximately $357.0 million aggregate principal
amount of the Existing Second Lien Notes  were validly tendered in
the Second Lien Notes Exchange Offer and the related consents
thereby delivered, and not validly withdrawn.

Pursuant to the terms of the Offers, Notes already tendered, and
not validly withdrawn may no longer be withdrawn and the related
consents may no longer be revoked.

As previously announced, the Offers represent elements of a
comprehensive $1.1 billion refinancing of substantially all of
Vertis' outstanding secured and unsecured indebtedness.  Upon
completion of the planned transactions, Vertis will have
significantly reduced its outstanding indebtedness and related
interest expense and extended its debt maturity profile.

                     The Senior Notes Offer

Upon consummation of the private exchange offer for the Senior
Notes, Holdings will issue 784.377 shares of its common stock and
Vertis will pay a consent fee of $5.00 for each $1,000 principal
amount of Senior Notes validly tendered, and not validly
withdrawn, by Eligible Senior Noteholders at or prior to the New
Expiration Time.  The Senior Notes Exchange Offer is open only (i)
in the United States to holders who are "qualified institutional
buyers" or "accredited investors" as such terms are defined under
the Securities Act of 1933, and (ii) outside the United States to
holders who are persons other than U.S. persons in reliance upon
Regulation S under the Securities Act.

Upon consummation of the tender offer for the Senior Notes, Vertis
will pay to Eligible Senior Noteholders and all remaining holders
of Senior Notes that are not eligible to participate in the Senior
Notes Exchange Offer, $400.00 for each $1,000 principal amount of
Senior Notes validly tendered at or prior to the New Expiration
Time.  The cash consideration payable by Vertis pursuant to the
Tender Offer will be funded by the sale of shares of Common Stock
to Avenue Capital in a private placement.

                The Second Lien Notes Exchange Offer

Upon consummation of Vertis' private offer to exchange its
outstanding Existing Second Lien Notes for new 13 percent Senior
Secured Notes due 2016, Vertis will issue $393.73 principal amount
of New Secured Notes and pay $591.27 of cash for each $1,000
principal amount of Existing Second Lien Notes validly tendered,
and not validly withdrawn, by Eligible Second Lien Holders at or
prior to the New Expiration Time.  The Second Lien Notes Exchange
Offer is open only (i) in the United States to holders who are
"qualified institutional buyers" or institutional "accredited
investors" as such terms are defined under the Securities Act of
1933, and (ii) outside the United States to holders who are
persons other than U.S. persons in reliance upon Regulation S
under the Securities Act.

Eligible Second Lien Noteholders validly tendering Existing Second
Lien Notes at or prior to the New Expiration Time will also
receive additional New Secured Notes in an amount equal to 98.5
percent of the accrued and unpaid interest due to such holders
from April 1, 2010 until, but not including, the settlement date
for the Second Lien Notes Exchange Offer.

Vertis may elect to further extend one or both of the Offers.  The
Offers are subject to the terms and conditions set forth in the
applicable confidential offering memorandum and consent
solicitation statement (each, as supplemented, an "Offering
Memorandum") and the related letters of transmittal (each a
"Letter of Transmittal"), each dated April 15, 2010.

Consummation of the Refinancing Transactions, including the
Offers, is subject to the satisfaction or waiver by Vertis of
numerous conditions set forth in the applicable Offering
Memorandum and Letter of Transmittal, and we cannot assure you
that they will be consummated on the terms described herein, on
the timetable described herein or at all.

                    About Vertis Holdings Inc.

Headquartered in Baltimore, Maryland, Vertis Holdings, Inc. --
http://www.vertisinc.com/-- is a provider of targeted print
advertising and direct marketing solutions to America's retail and
consumer services companies.

The company and its six affiliates previously filed for Chapter 11
protection on July 15, 2008 (Bankr. D. Del. Case No. 08-11460).
In August 2008, it emerged from bankruptcy, after completing a
merger with ACG Holdings.


WARNER MUSIC: Posts $28 Million Net Loss for March 31 Quarter
-------------------------------------------------------------
Warner Music Group Corp. reported its second-quarter financial
results for the period ended March 31, 2010.

The Company reported a net loss of $28.0 million on $662.0 million
of revenues for the three months ended March 31, 2010, compared
with a net loss of $68.0 million on $671.0 million of revenues
during the same period a year ago.

"This quarter provided another example of our ability to generate
stable results, even in the face of continued industry-wide
pressures and a limited release schedule-delivering growing OIBDA
with only moderate revenue declines," said Edgar Bronfman, Jr.,
Warner Music Group's Chairman and CEO.  "We remain on track to
achieve our long-term financial and strategic goals, including
driving free cash flow, developing innovative digital solutions,
enhancing the value and growth of Warner/Chappell, investing in
artist development and expanding our artist services business."

"We continue to expect our fiscal year 2010 release schedule to be
fourth-quarter weighted," Steven Macri, Warner Music Group's
Executive Vice President and CFO, added.  "One year after our May
2009 refinancing, our balance sheet continues to strengthen,
highlighting the attractive fundamental cash characteristics of
our business."

For the quarter, revenue declined 1.3% to $662 million from
$671 million in the prior-year quarter, and was down 6.0% on a
constant-currency basis.  This performance primarily reflected a
light release schedule and the effects of the transition from
physical sales to digital sales in the recorded music industry.
In addition, continued general economic pressures have resulted in
decreased discretionary spending by consumers and a reduction by
retailers in the amount of floor and shelf space dedicated to
music.

International revenue rose 4.6%, but decreased 4.5% on a constant-
currency basis, while domestic revenue declined 7.1%. Revenue
growth in the U.K. was offset by weakness in the U.S., Asia and
the rest of Europe.  Digital revenue of $199 million grew 15.0%
over the prior-year quarter, or 11.8% on a constant-currency
basis.  Digital revenue was up 8.2% sequentially from the first
quarter of fiscal 2010, or 10.6% on a constant-currency basis, and
represented 30.1% of total revenue for the quarter.

Operating income grew 60.0% to $24 million from $15 million in the
prior-year quarter and operating margin was up 1.4 percentage
points to 3.6%.  OIBDA increased 8.8% to $87 million from $80
million in the prior-year quarter and OIBDA margin expanded 1.2
percentage points to 13.1% as a result of continued cost-
management efforts and leveraging our highly variable cost
structure.

Net loss was $25 million, or ($0.17) per diluted share, for the
quarter, compared with net loss of $68 million, or ($0.45) per
diluted share, in the prior-year quarter.  The decline in net loss
was attributable to higher operating income, a decrease in other
expenses and lower taxes due to our tax planning efforts,
partially offset by increased interest expense.  In the prior-year
quarter, other expenses included charges of $29 million related to
the previously disclosed impairment of cost-method investments.

The Company's balance sheet at March 31, 2010, showed $3.7 billion
in total assets and $3.8 billion in total liabilities, for a
$116.0 million total stockholders' deficit.

As of March 31, 2010, the company reported a cash balance of $383
million, total long-term debt of $1.93 billion and net debt of
$1.55 billion.

Net cash provided by operating activities was $93 million compared
to $144 million in the prior-year quarter. The decline was
primarily related to lower year-over-year sales and the timing of
sales and collections versus the prior year.

Free Cash Flow of $54 million took into account $31 million in
cash used for Music Publishing investments, including two
previously announced Warner/Chappell production music
acquisitions. Free Cash Flow in the comparable fiscal 2009 quarter
was $125 million. Unlevered After-Tax Cash Flow was $54 million,
compared to $156 million in the comparable fiscal 2009 quarter.

Following the company's May 2009 refinancing, all of the company's
cash interest payments are made semi-annually in the first and
third quarters of the fiscal year. As a result, there was no cash
interest in the quarter, compared to $31 million in the prior-year
quarter. The company previously made quarterly interest payments
under its senior secured credit facility, which was retired in May
2009.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?62a2

                     About Warner Music Group

Based in New York, Warner Music Group Corp. (NYSE: WMG)
-- http://www.wmg.com/-- was formed by a private equity
consortium of investors on November 21, 2003.  The Company is the
direct parent of WMG Holdings Corp., which is the direct parent of
WMG Acquisition Corp.  WMG Acquisition Corp. is one of the world's
major music-based content companies and the successor to
substantially all of the interests of the recorded music and music
publishing businesses of Time Warner Inc.

The Company classifies its business interests into two fundamental
operations: Recorded Music and Music Publishing.  The Company's
Recorded Music business primarily consists of the discovery and
development of artists and the related marketing, distribution and
licensing of recorded music produced by such artists.  The
Company's Music Publishing operations include Warner/Chappell, its
global Music Publishing company, headquartered in New York with
operations in over 50 countries through various subsidiaries,
affiliates and non-affiliated licensees.


WASHINGTON MUTUAL: Disclosure Statement Hearing Moved to June 3
---------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Washington Mutual
Inc. told the bankruptcy judge handling its case that it is
nearing an agreement with the Federal Deposit Insurance Corp. on a
global settlement over deposits and tax refunds.  The hearing for
approval of a disclosure statement explaining the bank's Chapter
11 plan was pushed back to June 3.

Washington Mutual has already filed an amended reorganization plan
that contemplates the implementation of a global settlement
agreement among WMI, the Federal Deposit Insurance Corporation and
JPMorgan Chase Bank, N.A.

The Plan, under which the Settlement will be implemented,
contemplates, among other things:

     -- WMI will establish a liquidating trust to make
        distributions to creditors on account of their allowed
        claims.  In accordance with the terms of the Plan, the
        trust will distribute funds in excess of approximately
        $7 billion, including approximately $4 billion of
        previously disputed funds on deposit with JPMC.

     -- It is anticipated that the reorganized WMI will undertake
        a rights offering pursuant to which certain creditors will
        receive a right to purchase newly issued shares of
        reorganized WMI common stock.  The reorganized WMI will
        retain equity interests in WMI Investment Corp. and WM
        Mortgage Reinsurance Company.

     -- JPMC will assume certain liabilities related to benefit
        Plans (including the pension plan sponsored by WMI).

     -- The various litigations involving WMI, JPMC and FDIC will
        be stayed or dismissed.  In addition, JPMC and the FDIC
        (in its capacity as receiver of Washington Mutual Bank and
        in its corporate capacity) will withdraw claims against
        WMI's bankruptcy estate and the parties will exchange
        mutual releases.

     -- Preferred and common equity securities previously issued
        by WMI will be cancelled.

                      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: Equity Holders Unsatisfied With Plan Revisions
-----------------------------------------------------------------
According to Bankruptcy Law360, equity security holders in
Washington Mutual Inc. are challenging the collapsed bank's
disclosure statement despite recent revisions made in light of an
agreement to settle several multibillion-dollar disputes, saying
it continues to lack information necessary to understand the
proposed "illusory" deal.

Law360 relates the official committee of equity security holders
said in a filing Tuesday in the U.S. Bankruptcy Court for the
District of Delaware that a "substantial amount of information"
remains lacking.

                      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: Objects to AT&T's $8.96 Million Claim
--------------------------------------------------------
Washington Mutual, Inc., and AT&T Corp. are parties to a Master
Services Agreement, whereby AT&T provided certain
telecommunication services to WaMu and its subsidiaries.  The U.S.
Bankruptcy Court authorized the rejection of the Agreement as of
March 30, 2009.  As a result of the rejection, AT&T filed a claim
asserting damages for $8,961,792.

Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., in
Wilmington Delaware, says AT&T based the amount of its Claim on
termination charges due as set forth in the amendments to the
Agreement when the corresponding service was terminated before
the termination of the contractual term under the Amendments.
According to Mr. Collins, AT&T calculated the rejection damages
by multiplying the monthly recurring charge for a particular
service by the months remaining in the term for that service,
multiplying that amount by any applicable reduction/discount
factor for that service, and adding to the resulting amount any
waived installation charges for that service.

Mr. Collins maintains that the Agreement clearly specified that
penalties for termination were to be calculated based on
contractual minimum commitments, which the Debtors satisfied in
full.  Thus, the only expected damages that AT&T would have been
entitled to are a month's recurring charges for the services
provided pursuant to the Amendments cited by AT&T in their
damages calculation, he asserts.

AT&T already mitigated its damages by entering into a new
agreement for similar services with JPMorgan Chase before the
effective date of the Debtors' rejection of the Agreement, Mr.
Collins tells the Court.

In addition, AT&T's Claim is based on term commitments in the
Amendments that do amend the Agreement, Mr. Collins points out.
However, the parties acknowledge in the Agreement that minimum
commitments in any Service Attachment will not be deemed to
increase a Minimum Term Revenue Commitment or "MTRC" or Minimum
Annual Revenue Commitment or "MARC" and may only be added by a
written amendment, he notes.  Against this backdrop, AT&T cannot
now rely on term commitments buried in other Service Attachments,
Mr. Collins contends.  Similarly, AT&T cannot construe the
Service Attachments to be separate agreements imposing additional
commitments upon WaMu, he stresses.

Since WaMu has satisfied the MTRC and MARCs and the express terms
of the Agreement provide no guarantee of continued revenue from
WaMu beyond the MTRC, AT&T cannot now assert to be entitled to
any rejection damages, Mr. Collins maintains.

Against this backdrop, the Debtors seek the disallowance of
AT&T's Claim.

                      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: Equity Panel Proposes Susman as Counsel
----------------------------------------------------------
The Official Committee of Equity Security Holders in Washington
Mutual Inc.'s Chapter 11 cases seeks the U.S. Bankruptcy Court's
authority to retain Susman Godfrey LLP as its counsel, nunc pro
tunc to April 16, 2010.

The Equity Committee says that in rendering legal services,
Susman Godfrey will coordinate with Ashby & Geddes, the Equity
Committee's Delaware counsel, to avoid any duplication of effort
and expense.

Susman Godfrey's professionals will be paid according to their
customary hourly rates.  Susman Godfrey's principal attorneys
designated to represent the Equity Committee and their customary
hourly rates are:

  Professional                  Position      Rate per Hour
  ------------                  --------      -------------
  Stephen D. Susman             Partner           $1,100
  Parker C. Folse III           Partner             $750
  Edgar Sargent                 Partner             $450
  Justin Nelson                 Partner             $475
  Seth Ard                      Associate           $250

Susman Godfrey will also seek reimbursement of necessary expenses
incurred.

Mr. Sargent, a partner at Susman Godfrey, discloses that his firm
represents EMC Corporation and TPG Capital L.P. in certain
litigation cases unrelated to the Debtors.  He also relates that
in March 2009, representatives of the Debtors had discussions
with Susman Godfrey's partners H. Lee Godfrey, Esq., and Parker
Folse, Esq., about the potential retention of the firm to
represent the Debtors in pursuing claims in litigation.  The
Debtors ultimately decided not to retain Susman Godfrey.  During
the discussions that occurred, the Debtors did not share any
confidential information with Susman Godfrey other than a
description of the claims the Debtors were interested in
pursuing, he notes.

Susman Godfrey represents and has represented certain of the non-
debtor entities in non-related matters, according to Mr. Sargent.
Susman Godfrey also represented, represents, and may represent
entities that may be claimants or interest holders of the Debtors
in matters unrelated to the Debtors' Chapter 11 cases, he states.
Similarly, Susman Godfrey has been adverse to, is adverse to, and
may be adverse to claimants or interest holders of the Debtors in
matters unrelated to the Debtors' Chapter 11 cases, he adds.

Despite these disclosures, Mr. Sargent maintains that Susman
Godfrey does not hold or represent an interest that is adverse to
the Debtors' estates.  He assures the Court that Susman Godfrey
is a "disinterested person" as the term is defined under Section
101(14) of the Bankruptcy Code.

The Court will consider the Equity Committee's employment
application on May 19, 2010.

                      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: Willingham & Esopus Sue to Compel Annual Meet
----------------------------------------------------------------
Michael Willingham and Esopus Creek Value LP, both shareholders
of Washington Mutual Inc., commenced a complaint in the Thurston
County Superior Court in the state of Washington on April 26,
2010, to compel WaMu to convene an annual shareholders' meeting
for the nomination and election of directors.

Mr. Willingham is a resident of Pittsburg, Texas.  He is deemed
to beneficially own approximately 1,030,000 shares of WaMu common
stock.  Esopus Creek is a New Jersey hedge fund, who is deemed to
beneficially own 100,000 shares of WaMu common stock and 15,000
shares of WaMu preferred stock.  Both Shareholders are members of
the Official Committee of Equity Security Holders in the
bankruptcy cases of WaMu and WMI Investment Corp. currently
pending in the U.S. Bankruptcy Court for the District of Delaware.

The Bankruptcy Court earlier granted the Equity Committee
permission to take legal action to force WaMu to hold an annual
meeting, noting that bankruptcy law doesn't prohibit the equity
holders to file such an action.

The last shareholders meeting held by WaMu was on April 20, 2008.

The Shareholders also ask the Thurston Court to designate the
time and place of the annual meeting, as well as the form of the
notice of the meeting to be delivered to all shareholders by
WaMu.

The Shareholders' aim is to "elect a board of directors that
would pursue rather than settle litigation against the Federal
Deposit Insurance Corp. and JPMorgan" in relation to the 2008
sale of Washington Mutual Bank, The Seattle Times points out.

                 Bankruptcy Court's Permission

Bankruptcy Judge Marcy Walrath earlier permitted the Official
Committee of Equity Security Holders in Washington Mutual Inc.'s
cases to take necessary action to compel Washington Mutual, Inc.,
to hold a shareholders' meeting and allow WaMu shareholders to
vote on a new slate of directors.

"The automatic stay imposed by operation of section 362 of the
Bankruptcy Code is inapplicable to an action by any one or more
shareholders of [WaMu], including, without limitation, members of
the Equity Committee, in the state courts of the State of
Washington seeking to compel WaMu to hold an annual shareholders
meeting," the Court ruled.

The Court Order, however, is without prejudice to the rights of
WaMu, and neither affects, nor is intended to affect, the rights
of the Debtors, Judge Walrath clarified.

Prior to the entry of the Court's ruling, the Equity Committee
said that the Debtors' objection to their request reveals exactly
why a shareholder meeting is necessary.  "Without any type of
shareholder input in corporate governance since well before the
bankruptcy, WaMu is attempting to settle its most significant
outstanding claims while leaving shareholders with nothing," the
Equity Committee asserted.

WaMu held its last annual meeting and voted for the selection of
the members of its Board of Directors on April 20, 2008.

                   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: OTS "Scolded" at Senate Hearing
--------------------------------------------------
The Senate panel "berated" officials of the Office for Thrift
Supervision for taking a hands-off approach toward Washington
Mutual, Inc., while actively fending off tighter scrutiny by the
Federal Deposit Insurance Corp., the Seattle Times reported on
April 17, 2010.

At a hearing before the U.S. Senate's Permanent Subcommittee on
Investigations on April 17, Chairman Sen. Carl Levin, D-Mich.,
read a list of criticisms of WaMu's lending practices and risk
management expressed over a five-year period by examiners for
the OTS, according to the report.

Senator Levin threw questions at John Reich, OTS head from 2005
until 2009, clarifying whether "[there was] not one single formal
enforcement action against WaMu from 2004 to 2008," the newspaper
said.

FDIC Chairwoman Sheila Bair disclosed that WaMu's liquidity had
"declined to $4.4 billion, a dangerously low level" for
Washington Mutual Bank by September 27, 2008, when regulators
seized the Bank.  Ms. Bair further disclosed that "OTS regulators
in 2006 and later blocked her examiners from accessing WaMu
data," according to the report.

                   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: Objects to Oregon's $29.3 Million Claim
----------------------------------------------------------
Washington Mutual Inc. and its units ask Bankruptcy Judge Mary
Walrath to expunge Claim No. 3693 for $29,381,722 filed by The
Oregon Department of Revenue.

Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, relates that the Oregon DOR filed Claim No.
3693 in May 2009 for excise taxes, interest and penalties related
to tax years 1999 through 2006.  As more fully provided in an
Assessment Letter dated December 18, 2009, the Oregon DOR issued
notices of assessment to Washington Mutual Bank and certain of
its subsidiaries for assessments "based on adjustments made to
the tax liability of Washington Mutual entities doing business in
Oregon."

The Assessment Letter further provides that the Oregon DOR's
audit adjustments focused on these WMB entities: WMB, WMBfsb,
Marion Street, Inc., Seneca Street, Inc., University Street,
Inc., and Snoqualmie Asset Fund, Inc.  The Oregon DOR
acknowledges under the Assessment Letter that each of the WMB
Entities doing business in Oregon is no longer a subsidiary of
WaMu.

Nevertheless, the Oregon DOR asserts that pursuant to certain
Oregon statutes, WaMu is jointly and severally liable for taxes
owed by the WMB Entities, because WaMu and the WMB Entities filed
a consolidated state tax return.

Claim No. 3696 seeks payment for taxes assessed against entities
other than the Debtors and accordingly, should be disallowed and
expunged, Mr. Collins asserts.   In addition, because the WMB
Entities are the proper entities against which Claim No. 3696
should be asserted, the Debtors object to the allowance of Claim
No. 3696.

                       Oregon DOR Responds

Contrary to the Debtors' assertion, Claim No. 3696 asserts taxes
that were assessed against Washington Mutual Inc., and its
subsidiaries as taxpayers who filed the tax returns, Carolyn G.
Wade, Esq., Senior Assistant Attorney General at the Oregon
Department of Justice, in Salem, Oregon, explains.

Pursuant to Oregon law, all corporations included in a
consolidated state tax return relate to "joint and several
liability," Ms. Wade points out.  Moreover, under the Due Process
Clause of the Fourteenth Amendment to the U.S. Constitution, a
state may tax interstate activities when there is at least a
minimum connection between the state and the activity being
taxed, and the income taxed by the state is rationally related to
the benefits provided by the taxing state, MS. Wade says, citing
Quill Corp. v. North Dakota, 504 US 298, 308, 112 S Ct 1904, 119
L Ed 2d 91 (1992).

In other words, Ms. Wade explains, in taxing income derived from
or connected with sources in the Oregon State, the Due Process
Clause limits the state to taxation of income of non-residents or
foreign corporations to the extent the activity producing the
income has a connection with the State and where the State
provides protections and benefits which enable the production of
that income.

Oregon may tax the income of WaMu "to the extent that the
taxpayer has a substantial nexus with the taxing state, the tax
is fairly apportioned so as to tax income attributable to
economic activity within Oregon, the tax does not discriminate
against non-residents, and the income tax is fairly related to
the benefits Oregon provides to the taxpayer," Ms. Wade
concludes.

                   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).


WESTAR ENERGY: Moody's Affirms Ba2 Preferred Stock Rating
---------------------------------------------------------
Moody's Investors Service changed the rating outlooks of Westar
Energy Inc., and, its wholly-owned subsidiary, Kansas Gas &
Electric Company to positive from stable and affirmed Westar's and
KG&E's Baa1 senior secured and Baa3 long-term issuer ratings, and
Westar's Ba2 preferred stock rating.

The rating actions reflect Westar's improving financial
performance as of late, which was driven by the benefits provided
by a series of rate relief , cost management initiatives, and a
step-down in 2009, capital spending.  Westar generated
consolidated cash from operations (pre-working capital) to debt of
15.2% and 14.9% for the trailing twelve months ended March 31,
2010, and year ended 2009, respectively, compared to 12.8%
registered in 2008.  In 2009, Westar introduced approximately $200
million of rate increases into its operating structure, including
its $130 million general rate case settlement with the Kansas
Corporation Commission (effective February 2009,) and
approximately $64 million in cost recovery mechanisms through
various trackers and cost riders.  These revenues, along with cost
and capital management throughout the year helped to mitigate the
negative financial impact of a 4.3% decline in total retail sales
during 2009,. Factors in the decline included the notably cooler
summer and general recessionary pressures including a 10.8%
decline in industrial sales.  The rating action also considers the
expected benefits to earnings and cash flow from approximately $48
million of additional rate increases and various trackers that are
expected to become effective in 2010, which should help to further
strengthen near-term credit metrics.

The positive rating outlook incorporates an expectation that
Westar's management will continue to maintain a strong balance
sheet by periodically issuing equity when needed to fund higher
levels of capital spending, as it has done so in the past.
Between 2007 and 2008, Westar issued roughly $489 million of
common equity to support its capital investment program. Over the
2010,--2012 time frame, approximately $946 million, or 40%, of
Westar's $2.4 billion planned capital expenditures, is for
environmental stewardship.  This spending will address several
initiatives with the goal of reducing emissions at Westar's
predominately coal fired fleet.  Importantly, Westar has the
ability to recover these costs on a timely basis through its
environmental cost recovery rider, which helps to reduce recovery
lag.  The outlook also considers that as Westar carries out its
capital program, including its expected investments in new
transmission related projects, the current credit supportive
relationship that we believe exists between Westar and the KCC
will continue.

The last rating action was on August 3, 2009, when Westar and
KGE's senior secured ratings were upgraded one notch to Baa1 in
line with our sector-wide review of first mortgage bonds.

Westar Energy is an integrated electric utility headquartered in
Topeka, Kansas. The company, along with its principal subsidiary,
Kansas Gas & Electric, serves approximately 685,000 customers in
the state and reported revenues of $1.9 billion for the twelve-
month period ended March 31, 2010,.


WILLBROS GROUP: Moody's Assigns B3 on Proposed Sr. Secured Notes
----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Willbros Group
Inc.'s proposed second priority senior secured notes issue and
upgraded the first priority senior secured rating of Willbros
United States Holdings, Inc.'s bank credit facilities to Ba3 from
B2.  At the same time, Moody's affirmed the B2 corporate family
rating, the B2 probability of default rating, the SGL-3
speculative-grade liquidity rating, and the stable ratings outlook
for Willbros United States Holdings, Inc. and repositioned these
ratings to the parent company, Willbros.

The rating action reflects Willbros' revised financing plan for
the acquisition of InfrastruX Group, Inc.  In place of the
previously proposed $300 million first priority term loan 'B'
Willbros now plans to reduce the term loan 'B' to $50 million and
issue $250 million of second priority senior secured notes.  With
total rated debt remaining unchanged, the updated financing plan
has no immediate impact Willbros' B2 corporate family rating.  The
upgrade to the bank credit facility ratings (now consisting of the
$50 million term loan B and $175 million revolver) reflect the
benefits of their first priority lien on the company's assets as
well as their senior ranking ahead of the $250 million proposed
notes.  The B3 rating on the proposed notes reflects their second
priority lien on assets and lack of meaningful amount of unsecured
claims. Covenant headroom will improve modestly under revised
thresholds now contemplated in its bank credit facility, however
Willbros' liquidity rating remains constrained at SGL-3 due to a
lack of near term access to its revolver for cash borrowing
purposes.

Issuer: Willbros Group, Inc.

- Corporate Family Rating, Assigned B2 (repositioned)

- Probability of Default Rating, Assigned B2 (repositioned)

- 2nd Lien Senior Secured Notes, Assigned B3, LGD4, 63%

- Speculative Grade Liquidity Rating, Assigned SGL-3
   (repositioned)

Issuer: Willbros United States Holdings Inc.

- $175 million Senior Secured Revolver, Upgraded to Ba3, LGD2,
   23% from B2, LGD3, 44%

- $50 million Senior Secured Term Loan, Upgraded to Ba3, LGD2,
   23% from B2, LGD3, 44%

Moody's most recent rating action on the company was on April 9,
2010, when it assigned first-time ratings to Willbros United
States Holdings Inc.

Headquartered in Houston, Texas, Willbros United States Holdings
Inc is a wholly-owned subsidiary of publicly traded Willbros
Group, Inc. The companies provide engineering and construction
services to the oil, gas and power industries. Pro-forma for the
acquisition of InfrastruX, revenues totaled approximately $1.9
billion in 2009,.


WORLDSPACE INC: Samara Bids $5.5 Million for Satellites
-------------------------------------------------------
At the end of March this year, WorldSpace Inc. obtained approval
from the U.S. Bankruptcy Court of its emergency motion to bring
two satellites crashing back to earth, unless a buyer appears.
WorldSpace spent six months negotiating a sale to the DIP lender,
Liberty Satellite Radio, Inc., but the parties ended the talks.
WorldSpace hired Intelsat SA and allocated $84,000 for the crash.

Bloomberg News cited a report in Rapid TV News that Yazmi USA LLC,
controlled by WorldSpace Chief Executive Officer Noah Samara, has
an agreement to buy the satellites for $5.5 million.  According to
Bloomberg, WorldSpace says that Yazmi has demonstrated financial
ability to complete the purchase.  Yazmi's agreement provides
$100,000 to de-orbit the satellites should the sale not be
completed.  Yazmi will also advance $500,000 against the purchase
price to pay operating expenses before the sale closes.

Mr. Samara's Yenura Pte in October 2009 defaulted on a court-
approved contract to buy the assets for $28 million cash.

                       About WorldSpace Inc.

WorldSpace, Inc. (WRSPQ.PK) -- http://www.1worldspace.com/--
provides satellite-based radio and data broadcasting services to
paying subscribers in 10 countries throughout Europe, India, the
Middle East, and Africa.  1worldspace(TM) satellites cover two-
thirds of the earth and enable the Company to offer a wide range
of services for enterprises and governments globally, including
distance learning, alert delivery, data delivery, and disaster
readiness and response systems.  1worldspace(TM) is a pioneer of
satellite-based digital radio services.

The Debtors and their affiliates operate two geostationary
satellites, AfriStar and Asia Star, which are in orbit over Africa
and Asia.  The Debtor and two of its affiliates filed for Chapter
11 bankruptcy protection on October 17, 2008 (Bankr. D. Del., Case
No. 08-12412 - 08-12414).  James E. O'Neill, Esq., Laura Davis
Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl
& Jones, LLP, represent the Debtors as counsel.  Kurtzman Carson
Consultants serves as claims and notice agent.  Neil Raymond
Lapinski, Esq., and Rafael Xavier Zahralddin-Aravena, Esq., at
Elliot Greenleaf, represent the Official Committee of Unsecured
Creditors.  When the Debtors filed for bankruptcy, they listed
total assets of $307,382,000 and total debts of $2,122,904,000.


XERIUM TECHNOLOGIES: Wins Court OK for Baker as European Counsel
----------------------------------------------------------------
Xerium Technologies Inc. and its units sought and obtained the
U.S. Bankruptcy Court's authority to employ Baker & McKenzie as
special European corporate counsel, nunc pro tunc to March 30,
2010.

As European corporate counsel, Baker will:

  (a) represent and advise the Debtors in relation to all
      jurisdictions outside of the U.S. (including, without
      limitation, Australia, Austria, Brazil, Canada, Finland,
      France, Germany, Hong Kong, Ireland, Italy, Japan, Mexico,
      Sweden, United Kingdom, and Vietnam) to review, coordinate
      and advise on the collateral package (and related
      corporate in possession and exit financing and the amended
      second lien term loan to be entered into on the effective
      date of the Plan;

  (b) represent and advise the Debtors on and assist the
      Debtors in the implementation of certain intercompany
      transactions to be carried out under the Plan in Austria,
      Germany, and Italy in connection with the restructuring of
      the Debtors' obligations under their prepetition credit
      facility, proposed by the Debtors in cooperation with
      Ernst & Young LLP and other advisors; and

  (c) advise the Debtors related to their non-U.S. subsidiaries,
      especially in the European jurisdictions (Austria,
      Finland, France, Germany, Ireland, Italy, United Kingdom,
      Spain, Sweden, Switzerland, and in addition, occasionally
      in Australia, Brazil, Canada, Hong Kong, Japan, Mexico,
      and Vietnam), with respect to corporate, litigation, and
      employment matters, including, without limitation,
      workforce restructuring and closures, management changes
      (employment and corporate side), group-internal
      intercompany transactions, cash pool measures, board
      meetings, changes in articles, and general corporate legal
      advice with respect to day-to-day corporate housekeeping.

Baker will be paid according to these hourly rates:

  * Partners              US$270 (Mexico) to US$1,100 (Hong Kong)
  * Associates            US$120 (Mexico) to US$850 (Hong Kong)
  * Para-professionals    US$120 to US$340

Baker will also be reimbursed for any out-of-pocket expenses
incurred.

Olaf Gebler, Esq., a partner at Baker & McKenzie, assures the
Court that his firm does not hold or represent any interest
adverse to the Debtors or their estates and is a "disinterested
person," as defined in section 101(14) of the Bankruptcy Code, as
modified by Section 1107(b) of the Bankruptcy Code.

                     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: Can Hire AlixPartners as Financial Advisors
----------------------------------------------------------------
The U.S. Bankruptcy Court, after receiving no objection to the
employment application, authorized Xerium Technologies Inc. and
its units to employ AlixPartners as their financial advisor and
consultant, nunc pro tunc to March 30, 2010.

According to Stephen R. Light, Chairman and Chief Executive
Officer at Xerium, AlixPartners has a wealth of experience in
providing financial and restructuring advisory services, and
enjoys an excellent reputation for services it has rendered in
large and complex Chapter 11 cases on behalf of debtors and
creditors throughout the United States.

In addition, AlixPartners assisted the Debtors in coordinating
with their various professionals, as well as in managing the
prepetition Chapter 11 preparation process and public relations
efforts.  Consequently, AlixPartners is now familiar with the
Debtors' financial affairs, debt structure, operations, and
related matters.  Likewise, AlixPartners' professionals have
worked closely with the Debtors' management and other advisors,
Mr. Light says.

In accordance with a retention agreement, AlixPartners, as the
Debtors' financial advisor, will:

  (a) provide assistance to management in connection with the
      Debtors' development of their revised business plan, and
      other related forecasts as may be required by the bank
      lenders in connection with negotiations or by the Debtors
      for other corporate purposes;

  (b) assist the Debtors' management and their professionals
      specifically assigned to sourcing, negotiating, and
      implementing any financing, exit financing facilities, in
      conjunction with the Plan and the overall restructuring;

  (c) advise senior management in the negotiation and
      implementation of restructuring initiatives and evaluation
      of strategic alternatives;

  (d) assist in preparing for and filing bankruptcy petitions,
      coordinating and providing administrative support for the
      proceeding;

  (e) assist with the preparation of the statement of affairs,
      schedules, and other regular reports required by the
      Court;

  (f) assist, as requested, in analyzing preferences and other
      avoidance actions, if requested;

  (g) manage the claims and claims reconciliation processes;

  (h) assist the Debtors in the development of its
      communications strategy for the various stakeholder
      constituents;

  (i) render an opinion on the viability of the restructuring
      concept of Xerium Germany Holding GmbH, which approach is
      based on the standard for restructuring concepts of the
      German Auditors Association;

  (j) assist in managing the "working group" professionals who
      are assisting the Debtors in the reorganization process or
      who are working for the Debtors' various stakeholders to
      improve coordination of their effort and individual work
      product to be consistent with the Debtors' overall
      restructuring goals;

  (k) assist in obtaining and presenting information required by
      Parties-in-interest in the Debtors' bankruptcy process
      including official committees appointed by the Court and
      the Court itself;

  (l) assist the Debtors in other business and financial aspects
      of the Chapter 11 proceeding, including, but not limited
      to, development of the Disclosure Statement and
      Prepackaged Joint Chapter 11 Plan of Reorganization;

  (m) provide assistance in litigation support and testimony
      before the Court; and

  (n) assist with other matters as may be requested by the
      Debtors, as mutually agreeable.

AlixPartners' professionals will be paid in accordance with these
hourly rates:

  Professional                             Hourly Rate
  ------------                             -----------
  Managing Directors                       $710 - $995
  Directors                                $530 - $685
  Vice Presidents                          $395 - $520
  Associates                               $280 - $380
  Analysts                                 $245 - $270
  Paraprofessionals                        $190 - $210

Brian J. Fox, a managing director at AlixPartners, will be
responsible for the overall engagement and will be assisted by a
staff of consultants at various levels, who have a wide range of
skills and abilities related to this type of assignment, Mr. Light
notes.

According to Mr. Light, work performed by AlixPartners'
consultants outside of North America will be charged at the
standard AlixPartners non-North American local rates, converted to
U.S. dollars, using fixed conversion rates established on the
invoice date.

                  Retainer and Restructuring Fees

Mr. Light says that AlixPartners received an initial advance
retainer of $250,000 on May 8, 2009, from the Debtors.  Pursuant
to the Retention Agreement, invoiced amounts have been recouped
against the Retainer, and payments on the invoices have been used
to replenish the Retainer.

During the 90 days prior to the Petition Date, the Debtors paid
AlixPartners a total of $1,225,266, incurred in providing services
to the Debtors in contemplation of, and in connection with,
prepetition restructuring activities, Mr. Light notes.

In the Chapter 11 cases, the Debtors and AlixPartners have agreed
on contingent incentive compensation in the form of a $250,000
restructuring fee based upon several specific metrics.  Pursuant
to a restructuring agreement, AlixPartners will receive the
Restructuring Fee if the Debtors (i) amend their existing credit
agreement or (ii) complete one or more transactions that
substantially transfer a significant portion of the business as a
going concern to another entity.  The Restructuring Fee is due and
payable at the closing of the Restructuring.

In the event of a Change in Control, as defined in the Retention
Agreement, the Restructuring Fee will be due and payable
immediately prior to the Change in Control.

Mr. Fox contends that AlixPartners 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: Elects New Members to Board of Directors
-------------------------------------------------------------
Xerium Technologies, Inc.'s Prepackaged Chapter 11 Plan of
Reorganization provides for, among others, the reconstitution of
the Board of Directors to consist of seven directors, including
the Chief Executive Officer, one director nominated by the
Company's current Board, and five directors nominated by certain
of the Company's lenders.  On the effective date of the Plan, the
Board is expected to be comprised of Stephen R. Light, Ambassador
April H. Foley, Jay Gurandiano, John G. McGovern, Edward Paquette,
Marc Saiontz and James F. Wilson.

The Plan also provides that on the Effective Date, the Company
will enter into nominating agreements with certain of its lenders.
The Nominating Agreements would entitle each lender that is a
party to an agreement to designate for nomination by the Company
one member of the Company's Board, in accordance with the terms
and conditions of the Nominating Agreements.

             Conditional Election of New Directors

On May 4, 2010, the Board elected each of Ambassador Foley, Mr.
McGovern, Mr. Saiontz and Mr. Wilson to serve as directors of the
Company, effective only on the Effective Date.  The new directors
were conditionally elected to the Board in connection with the
expected reconstitution of the Board pursuant to the Plan.  The
new directors were elected to fill the vacancies created by the
resignations of Michael Phillips and Nico Hansen from the Board on
April 15, 2010, and April 16, 2010, respectively, and the expected
vacancies to be created in accordance with the Plan and the
expected conditional resignations of David Maffucci and John Raos
from the Board, effective on the Effective Date.  If the Effective
Date does not occur, the new directors will be deemed not to have
been elected to the Board.

Mr. Saiontz is a managing director of American Securities LLC, and
Mr. Wilson is a general partner of Carl Marks Management Company.
American Securities and Carl Marks are: (i) among the Company's
lenders under its existing credit facility, (ii) expected to be
lenders under the Company's amended and restated credit facility
pursuant to the Plan, (iii) expected to be among the lenders that
will nominate directors for the reconstituted Board pursuant to
the Plan, and (iv) expected to each be party to a Nominating
Agreement.  As of May 10, 2010, the total amount outstanding under
the Company's credit facility was approximately $588 million, and
American Securities and Carl Marks held approximately 17.1% and
11.5%, respectively, of the outstanding loans and commitments
under the facility.

There is no arrangement or understanding between any of the new
directors and any other persons pursuant to which any new director
was elected as a director, and none of the new directors are, have
been, or are currently proposed to be, participants in any related
person transactions with the Company that would require disclosure
under Regulation S-K item 404(a).  No committee assignments have
been made.  The Company expects that upon joining the Board, each
of the new directors would be compensated in accordance with the
Company's policy for compensation of non-management directors.

              Conditional Resignation of Directors

On May 5 and 6, 2010, respectively, Mr. Raos and Mr. Maffucci
submitted their conditional resignations from the Board, each
effective only as of the Effective Date.  Each resignation is
conditional upon the occurrence of the Effective Date, and if the
Effective Date does not occur, each resignation will be deemed
withdrawn.  Mr. Maffucci has not resigned from any other positions
with the Company or its subsidiaries, including, but not limited
to, his positions as Executive Vice President and Chief Financial
Officer of the Company.

On April 15 and 16, 2010, respectively, Michael Phillips and Nico
Hansen submitted their resignations from the Board of Directors of
Xerium.

                     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: Files Amended 2009 Annual Financial Report
---------------------------------------------------------------
Xerium Technologies, Inc., filed an amended annual report on Form
10-K/A for the year ended December 31, 2009, pursuant to which it
incorporated by reference into Part III portions of its definitive
Proxy Statement for its 2010 Annual Meeting of Shareholders.
A full-text copy of the disclosure is available for free at:

             http://ResearchArchives.com/t/s?62c0

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.


XM SATELLITE: Posts $10.6 Million Net Income for First Quarter
--------------------------------------------------------------
XM Satellite Radio Holdings Inc. filed its quarterly report Form
10-Q, showing net income of $10.6 million on $353.2 million of
total revenue for the three months ended March 31, 2010, compared
with a net loss of $109.9 million on $302.2 million of total
revenue during the same period a year ago.

The Company's balance sheet at March 31, 2010, showed $4.0 billion
in total assets and $4.7 billion in total liabilities, for a
stockholder's deficit of $618.5 million.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?62c4

Based in Washington, D.C., XM Satellite Radio Holdings, Inc.
operates as a satellite radio service company. It provides music,
news, talk, information, entertainment, and sports programming for
reception by vehicle, home, and portable radios, as well as
through the Internet to about 9.1 million subscribers in the
United States.

According to the Troubled Company Reporter on April 17, 2009,
Standard & Poor's Ratings Services raised its corporate credit
rating on Sirius XM Radio Inc. and XM Satellite Radio Holdings
Inc. (which S&P analyzes on a consolidated basis) to 'CCC+' from
'CCC'.  In accordance with this rating change, S&P also raised its
issue-level ratings on the companies' debt by one notch (with the
exception of Sirius XM's senior unsecured notes, which were
affirmed at 'CCC-').  All of these ratings were removed from
CreditWatch, where S&P placed them with positive implications on
Feb. 17, 2009.  The corporate credit rating outlook is stable.


YEARBOOK PHOTOGRAPHY: Case Summary & Creditors List
---------------------------------------------------
Debtor: Yearbook Photography of Mamaroneck, Inc.
          dba Davis Studio
        155 White Plains Road
        Tarrytown, NY 10591

Bankruptcy Case No.: 10-22980

Chapter 11 Petition Date: May 17, 2010

Court: U.S. Bankruptcy Court
       Southern District of New York (White Plains)

Judge: Robert D. Drain

Debtor's Counsel: Jonathan S. Pasternak, Esq.
                  Rattet, Pasternak & Gordon Oliver, LLP
                  550 Mamaroneck Avenue, Suite 510
                  Harrison, NY 10528
                  Tel: (914) 381-7400
                  Fax: (914) 381-7406
                  E-mail: jsp@rattetlaw.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
$933,544 while debts total $3,842,230.

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/nysb10-22980.pdf

The petition was signed by Roxanne Davis, vice president.


* Three-Quarters of Distressed Exchanges May Default, Says Moody's
------------------------------------------------------------------
Many of the nearly 100 non-financial companies that defaulted
through distressed exchanges in 2009 remain at risk of another
default, Moody's Investors Service said in a new report.

"Historically, distressed exchanges have been reasonably
successful in improving issuers' creditworthiness, but it is too
soon to tell if that will hold true in this cycle," said Lenny
Ajzenman, a Senior Vice President at Moody's.  "Although
distressed exchanges helped many companies deal with near-term
liquidity pressures, in many cases they were no magic bullet for
the underlying problems that landed the companies in distress in
the first place."

About three-quarters of the Moody's-rated companies worldwide that
defaulted through a distressed exchange in 2009 are currently
rated Caa1 or lower.  About 30% are rated Caa2 or lower,
indicating high risk of near- to medium-term default, according to
the report.  In contrast, about one-quarter of the companies that
had distressed exchanges in 2009 are rated in the higher, single-B
category because their distressed exchanges addressed a large
portion of their capital structure, or they saw improvements in
operating performance, the report said.

Moody's said it expects fewer distressed exchanges in 2010 because
of a declining default rate, healthier capital markets and a
nascent economic recovery.  However, a surge in debt maturities
from 2012 to 2014 and high debt burdens at many low-rated
companies may result in another wave of distressed exchanges in
the future.

Distressed exchanges are debt exchanges made by distressed issuers
at discounts to par which have the effect of allowing the issuer
to avoid a bankruptcy filing or payment default.

Last year, defaults via distressed exchange contributed to a surge
in Moody's global speculative-grade default rate to 13% at the end
of 2009, almost triple the 2008 year-end level.  Distressed
exchanges accounted for a higher-than-average 34.9% of total
initial defaults in 2009, compared with 23.5% in 2008 and just 11%
during the period 1983 through 2007.

The full report, "Distressed-Exchange Defaults Surged in 2009, and
Many Could Default Again," is available at www.moodys.com.


* April Claim Trades Set New Record, SecondMarket Says
------------------------------------------------------
SecondMarket Inc., which began keeping claims trading records in
January 2008, said that April this year proved to be an active
month in the claims trading market.  The face value of claim
transfers totaled a robust $3.65B, surpassing SecondMarket's
previously recorded high of $3.3B in December 2009.  There were
1,086 claim transfers logged in 62 unique Chapter 11 cases,
marking the third consecutive month with over 1,000 transfers.
Twelve debtors had claims trade for the first time this month,
including commercial aviation holding company, Mesa Air Group,
Inc.  The 62 unique cases in which claims were transferred
represent the highest number of cases traded in the last six
months.

Based on the amount of claims transferred, Lehman Brothers
Holdings Inc. led with $3.19 billion.  Based on the number of
transactions, Smurfit-Stone Container Corp. led the pack during
the month.

On April 14, Lehman Brothers Holdings filed its disclosure
statement. The document suggests that certain of Lehman's
unsecured creditors could recover approximately 15% of their
claims. Lehman had 268 of its claims transferred in April
amounting to a total face value of $3.19B, the highest monthly
total to date. Trump Entertainment Resorts, Inc. had four claims
transfer for $273MM following the confirmation of its
reorganization plan.

Smurfit-Stone Container had 300 of its claims transferred, which
marks a decline from March, but still makes it the most
transferred case this month.  The average claim amount transferred
rose for the second consecutive month, reaching $114,131- up from
$77,900 in March. Lyondell Chemical Co. entered the top ten in
number of claims transferred for the month with 25 transfers.
Lyondell's reorganization plan was confirmed on April 23 and the
effective date occurred on April 30.

A copy of SecondMarket's Claims Trading Monthly newsletter for
April is available at http://bankrupt.com/misc/1783.pdf

SecondMarket calls itself the largest secondary market for
illiquid assets.


* Attorney Amar Agrawal Joins Scott H. Marcus & Associates
----------------------------------------------------------
Scott H. Marcus & Associates, a South Jersey law firm specializing
in bankruptcy law, debt collection and mortgage modification,
announces that Amar Agrawal has joined the firm as an attorney
upon passing the New Jersey and Pennsylvania Bar examinations.

A 2010 graduate of Rutgers School of Law in Camden, N.J., Mr.
Agrawal has worked for Scott H. Marcus & Associates as a law clerk
since May 2009.  In his new role, he will be involved with all
aspects of bankruptcy law on behalf of the firm's clients.

"We are thrilled that Mr. Agrawal is now a licensed attorney.  His
strong legal background, sharp mind and fluency in Hindi and other
languages will make him a valuable asset to the firm," said Scott
H. Marcus, the firm's president.

Prior to joining Scott H. Marcus & Associates, Mr. Agrawal was a
senior paralegal and an administrative supervisor at a personal
injury firm in Philadelphia for five years, dealing primarily with
toxic torts.  In addition to his degree from Rutgers School of
Law, he earned a Bachelor's degree in Administration of Justice
and Economics from Rutgers University in New Brunswick in 2004.

Mr. Agrawal owes his fluency in Hindi and Gujarati to the 10 years
he spent in India.  He presently resides in Sicklerville, N.J.

Established in 1984 Scott H. Marcus & Associates provides
businesses and individuals with outstanding legal services in a
variety of practice areas including corporate law, debt
collection, bankruptcy, mortgage modification, real estate, wills
and estates.  Headquartered in Washington Township/Turnersville,
N.J., the firm is equipped with a full staff of attorneys,
paralegals, and support personnel and is committed to excellence
in client service.


* BOOK REVIEW: The Executive Guide to Corporate Bankruptcy
----------------------------------------------------------
Authors: Thomas J. Salerno; Craig D. Hansen; Jordan A. Kroop
Publisher: Beard Books
Hardcover: 728 pages
List Price: $174.95

The newly revised edition of The Executive Guide To Corporate
Bankruptcy is perfectly timed.  As the global economy continues to
deteriorate, more and more companies are sinking into insolvency
with executives at their helm who need a crash course in
bankruptcy realities.  This excellent book will quickly get both
the seasoned executive and the uninitiated lawyer up to speed on
the bankruptcy process.

Salerno, Kroop and Hansen understand that the reorganization
process can be intimidating, puzzling, and generally unpleasant.
They penetrate the opaque gloom that some lawyers tend to
perpetuate.  Each chapter of this book addresses a different
aspect of the reorganization process, beginning with an overview
of the origins and purpose of US bankruptcy laws and ending with a
debunking of common myths about reorganization.  In between, they
discuss each chapter of the bankruptcy code; discussing the gamut
from liquidations through Chapter 11 sales and full-blown
reorganizations.  The authors' ability to distill the bankruptcy
code's complex language into comprehensible and manageable blocks
of information makes the book extremely readable.

The Executive Guide is full of pragmatic advice.  After laying out
the essential elements and key players in the restructuring
process, the authors get down to the nitty gritty of navigating a
distressed company through reorganization.  They realistically
assess the challenges that an executive should expect to face in
Chapter 11.  They discuss how to assuage and balance the concerns
of employees and key vendors, address the inevitable creditor
dissatisfaction with executive compensation, deal with members of
their professional team and work effectively as an executive whose
actions will be constantly scrutinized and second-guessed.  The
authors also provide the cautionary note that "executives
preparing to embark on a reorganization are usually too
preoccupied with business emergencies to think about the personal
toll that the process will exact."

One common flaw in books that try to be accessible while dealing
with technical topics is that they fall short in providing the
reader with a substantive understanding of the subject matter.
The Executive Guide to Corporate Bankruptcy avoids this pitfall.
The book's fourth and fifth chapters provide in-depth analysis of
the strategic decisions and steps that should be taken during the
restructuring process.  The authors explain the importance that
venue can have a case, the intricacies of first day motions and
how to prepare for confirmation.  There is a detailed discussion
of the sale of assets during the course of a Chapter 11
restructuring and the importance of making sure that major
constituencies are a part of the decision-making process.  They
also walk the reader through the specifics of a plan of a
reorganization, explaining the dynamics of the negotiation
process, especially how to understand and appreciate the needs of
your constituents and how to get a plan confirmed.

The icing on the cake for this book is the excellent appendix.
The final section of the book includes a user-friendly glossary of
commonly used bankruptcy terms and a reorganization timeline.  It
also includes sample documents such as debtor-in-possession (DIP)
financing agreements, operating reports, first day motions and
orders, management severance agreements, and more.  The summary of
management incentive stock plans implemented in recent
restructuring transactions is particularly informative.

This is a terrific book.  While geared to the non-lawyer
executive, it will also be a useful resource for any lawyer who
wants to gain practical familiarity with the bankruptcy process.
This should be a best seller in today's environment, though it may
need to be delivered to most executives in a brown paper wrapper.



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard
C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez,
Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2010.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


                  *** End of Transmission ***