TCR_Public/100525.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Tuesday, May 25, 2010, Vol. 14, No. 143

                            Headlines

100 WEST: Case Summary & 11 Largest Unsecured Creditors
ABITIBIBOWATER INC: Provides Details on Creditor Recoveries
AMACORE GROUP: Posts $1.3 Million Net Loss for March 31 Quarter
AMELIA ISLAND: Names Noble Investment as Stalking-Horse Bidder
AUTOLIV INC: Buys Back Equity Units at a Discount

AWESOME ACQUISITION: S&P Affirms Corporate Credit Rating at 'B'
BARRINGTON BROADCASTING: Moody's Upgrades Default Ratings to 'B3'
BEAR STEARNS: Insolvent During JPM Acquisition, Says Paulson
BEAR STEARNS: M. Tannin Wants Government Docs. Unsealed
BEAR STEARNS: Racetrac Wins $3.4MM from Bear Stearns Arbitration

BENDA PHARMACEUTICAL: MaloneBailey Raises Going Concern Doubt
BRADKEN INC: Almac Machine Deal Won't Affect Moody's 'B3' Rating
BRUNDAGE-BONE: Proposes to Fund Distributions from Cash on Hand
CAPROCK COMMUNICATIONS: Harris Deal Won't Move Moody's 'B2' Rating
CARBON BEACH: Court Continues Plan Outline Hearing Until June 29

CHATSWORTH INDUSTRIAL: Has Until July 21 to File Chapter 11 Plan
CHEMTURA CORP: D. Dickey Leaves as Executive Vice President
CHEMTURA CORP: NYC Suspects PCB Contamination Near Plant
CHEMTURA CORP: AgroSolutions Business Releases Progress Report
CHEMTURA CORP: Amends 2009 Annual Report

CIRCUIT CITY: Committee Wants to Remove Gowling Fee Cap
CIRCUIT CITY: Intertan's CCAA Stay Period Extended Until Sept. 15
CIRCUIT CITY: Intertan Monitor Submits 13th Report
CHRYSLER LLC: CGI Holding Repays $1.9 Billion to U.S. Treasury
CHRYSLER LLC: Liquidation Trustee Obtains $250-Mil. Initial Bond

CHRYSLER LLC: 1743 Sues Old Carco for Decommissioning Deficiencies
CHRYSLER LLC: New Chrysler Invests $43MM in Kokomo Facilities
CHRYSLER LLC: New Chrysler Names New Sr. VP for External Affairs
CIT GROUP: Moody's Assigns Corporate Family Rating at 'B3'
CIT GROUP: DBRS Assigns B (High) Issuer Rating

CITY CAPITAL: Delays Filing of Quarterly Report on Form 10-Q
COMMUNICATIONS INTELLIGENCE: Posts $1.6M Net Loss for March 31 Qtr
COOPER-STANDARD: S&P Expects to Assign 'B+' to Emerged Company
CRABTREE & EVELYN: Names Stephen Bestwick as President
CREDITWEST CORP: U.S. Trustee Forms 5-Member Creditors Panel

CREDITWEST CORP: Files Schedules of Assets and Liabilities
CRESCENT RESOURCES: Wins Confirmation of Plan of Reorganization
DBSD NORTH AMERICA: Asks for Plan Exclusivity Until Oct. 7
DEFI GLOBAL: Chisholm Bierwolf Raises Going Concern Doubt
DELTA MUTUAL: Delays Filing of Quarterly Report on Form 10-Q

DIETZE CONSTRUCTION: Economic Woes Prompt Chapter 11 Filing
DON WHITE: Voluntary Chapter 11 Case Summary
DUTCH GOLD: Posts $1.0 Million Net Loss in March 31 Quarter
EASTON-BELL SPORTS: Posts $122,000 Net Income for April 3 Quarter
EAT AT JOE'S: Posts $186,000 Net Loss for March 31 Quarter

EDUCATE INC: S&P Affirms Corporate Credit Rating at 'B-'
EL POLLO: S&P Junks Corporate Credit Rating From 'B-'
ELITE AUTO: Case Summary & 7 Largest Unsecured Creditors
EMERALD TRAILS: Case Summary & 20 Largest Unsecured Creditors
ENERGAS RESOURCES: Smith Carney Raises Going Concern Doubt

ESCOM LLC: Sex.com Domain Name to be Sold in Bankruptcy Court
EVERGREEN GAMING: Nevada Gold Completes Mini-Casinos Acquisition
FLYING J: Sparring With Plains All American Over Petroleum
FORESTRY MUTUAL: A.M. Best Upgrades FSR to 'C++'
FORUM NATIONAL: Swings to C$5.3 Million Net Loss in FY 2009

FX REAL ESTATE: Has $10MM Q1 Loss; Recovery from LV Unit Unlikely
GAYLORD ENTERTAINMENT: To Hold Call to Discuss Restoration Effort
GENERAL GROWTH: In Dispute with Lenders on Conversion Rights
GENERAL GROWTH: Gets Nod for CB Richard as Sales Agent
GENERAL GROWTH: Wins Approval of Tax Deal with Chicago

GENERAL GROWTH: Wins Approval of Kobayashi Settlement
GENERAL GROWTH: Bayside T-Shirt Asks for Chapter 11 Trustee
GENERAL MOTORS: Bankruptcy Judge Cuts Fees by 1.2%
GENERAL MOTORS: Asbestos Liability Analysis Is in 'Infancy'
GLOBAL SHIP LEASE: PwC Raises Going Concern Doubt

GOLDEN EAGLE: Delays Filing of Quarterly Report on Form 10-Q
GRAPHIC PACKAGING: Fitch Affirms Issuer Default Rating at 'B'
GREATER GERMANTOWN: Files Schedules of Assets and Liabilities
GREEKTOWN HOLDINGS: Proposes Tax Settlement on Garage Property
GREEKTOWN HOLDINGS: Committee Can Pursue Bond Avoidance Claims

GREEKTOWN HOLDINGS: Parties Agree on Exculpation Provision
GUIDED THERAPEUTICS: Posts $3.165 Mil. Net Loss for March 31 Qtr.
HOLIDAY 360: Court Denies Hall Stay's Motion to Transfer Venue
HOMELAND SECURITY: Posts $1.2-Mil. Net Income for First Quarter
HOTEL 365: Court Disapproves Transfer of Case to Dallas Division

HSH DELAWARE: Wants Plan Exclusivity Extended Until Sept. 20
IMH SECURED: Swings to $2.9-Million Net Loss in Q1 of 2010
INDUSTRY WEST: Hearing on Secured Lenders' Cash Use Set for June 3
INDUSTRY WEST: Court Continues Plan Hearing Until June 3
INSTACARE CORP: Earns $170,261 in First Quarter Ended March 31

INTEGRATED BIOPHARMA: Posts $1.9MM Net Loss in Q3 Ended March 31
JAMESTOWN LLC: $5 Million Loan Default Prompts Chapter 11 Filing
JAYEL CORP: Court OKs Access to First National's Cash Collateral
JJRS, LLC: Case Summary & 20 Largest Unsecured Creditors
KASPAR TREE: Case Summary & 11 Largest Unsecured Creditors

KIERNAN PLAZA: Case Summary & 2 Largest Unsecured Creditors
KREUNEN DEVELOPMENT: Taps Harris Jernigan as Bankruptcy Counsel
LANDRY'S RESTAURANTS: Amends Merger Deal With Fertitta
LEE JUNDANIAN: Case Summary & 7 Largest Unsecured Creditors
LEXICON UNITED: Meyler & Company Raises Going Concern Doubt

MARSH HAWK: U.S. Trustee Forms 5-Members Creditors Committee
MARSH HAWK: Files Schedules of Assets and Liabilities
MECHANICAL TECHNOLOGY: Posts $1.24 Mil. Net Loss for March 31 Qtr
MERIDIAN RESOURCE: Delays 10-Q Filing; Alta Mesa Merger Completed
MIDWAY GAMES: Court Confirms Plan of Liquidation

MIT HOLDING: Posts $201,510 Net Loss in March 31 Quarter
MOUNTAIN RESORT: Files Schedules of Assets and Liabilities
MOUNTAIN RESORT: U.S. Trustee Unable to Form Creditors Committee
NEFF CORP: Disclosures Statement Hearing Set for July 12
NEW YORK RACING: To Lay Off 1,400 Employees by June 9

NORTEL NETWORKS: Solicits Bids for Patent Portfolio
NORTEL NETWORKS: To Sell CALA GSM Business to Ericsson
NORTEL NETWORKS: Seeks Nod of Genband Side Agreement
NORTEL NETWORKS: Releases 2010 First Quarter Results
NOWAUTO GROUP: Posts $391,415 Net Loss for March 31 Quarter

O&G LEASING: Voluntary Chapter 11 Case Summary
OMEGA INC: Voluntary Chapter 11 Case Summary
OTTER TAIL: Court Denies Plan Exclusivity Extension
PACIFIC STATE BANCORP: Posts $2.3 Million Net Loss in Q1 2010
PARKLAND PROPERTIES: Case Summary & Largest Unsecured Creditor

PERFORMANCE DRILLING: Voluntary Chapter 11 Case Summary
PERSONALITY HOTELS: Court Converts Case to Chapter 7 Liquidation
PETTERS AVIATION: Sun Entities Want Case Converted to Chapter 7
PHAGE BIOTECHNOLOGY: Phage Pharmaceuticals Acquires Firm's Assets
POWER EFFICIENCY: Posts $282,000 Net Loss for March 31 Quarter

PURADYN FILTER: Delays Filing of Quarterly Report on Form 10-Q
RAHAXI INC: Delays Filing on Quarterly Report on Form 10-Q
RCLC INC: Delays Filing of Quarterly Report on Form 10-Q
REEL 'EM IN: Case Summary & 20 Largest Unsecured Creditors
RICARDO MARTINEZ: Case Summary & 20 Largest Unsecured Creditors

ROBERT VANNUCCI: Case Summary & 14 Largest Unsecured Creditors
SALT ISLAND: Files for Chapter 11 Bankruptcy in Orlando
SANTA CLARA: Wants Access to East West's Cash Until June 2010
SMURFIT-STONE: Reaches Plan Agreement With Stockholders
SMURFIT-STONE: Submits Revised Copy of ABL Revolver Document

SMURFIT-STONE: Settles Voith Entities' Claims
SOUTH BAY: Proposes Ajalat Polley as Taxation Counsel
SOUTH BAY: Proposes PwC as Tax Advisor and Auditor
SOUTH BAY: BBVA Objects to Imperial's Success Fees
SOUTHERN UNITED: A.M. Best Withdraws 'bb-' ICR After Merger

SPANSION INC: Acquires Distribution Business From Former Unit
SUMMERFIELD PACKAGING: Case Summary & Creditors List
SUN HEALTHCARE: Plans to Separate Operating & Real Property Assets
TD BISTRO: Files for Chapter 11 Bankruptcy Protection
TERRACE POINTE: Files Schedules of Assets and Liabilities

TOMMY VARGAS: Case Summary & 20 Largest Unsecured Creditors
TOUSA INC: Has Court Nod to Use Cash Collateral Until August 31
TOUSA INC: Court Allows 2nd Amendment of Newark Homes Sale Deal
TOUSA INC: Sells William County Assets to H2 Land
TRANSAX INT'L: Delays Filing on Quarterly Report on Form 10-Q
TREY RESOURCES: Posts $401,990 Net Income for March 31 Quarter
TRI TRONG DO: Case Summary & 20 Largest Unsecured Creditors

TRIBUNE CO: Court to Continue Plan Outline Hearing on May 28
TRIBUNE CO: J. Allen, et al., Seek Class Certification
TRIBUNE CO: Has Court OK to Reject Dun & Bradstreet Contract
TRIBUNE CO: Judge Carey Okays Appointment of Klee as Examiner
TRIBUNE CO: Examiner Can Demand and Issue Subpoenas

TRIBUNE CO: Examiner Hires Own Firm as Legal Counsel
TRIBUNE CO: Examiner Retains Saul Ewing as Delaware Counsel
TRIDIMENSION ENERGY: Case Summary & 40 Largest Unsecured Creditors
US AIRWAYS: Paid $1 Million in Employee Bonuses in 2009
US AIRWAYS: Reports April 2010 Traffic Results

US AIRWAYS: To Hold Annual Meeting of Stockholders on June 10
US CONCRETE: Has Final Approval for $80 Million Financing
VIASPACE INC: Posts $630,000 Net Loss for First Quarter 2010
VISTEON CORP: 2nd Amended Plan Outline Still Has Objections
VISTEON CORP: Michigan Treasury Objects to Exculpation Provisions

VISTEON CORP: WTC Says Plan Support Pact May Not be Enforceable
WASHINGTON MUTUAL: Bondholders Don't Support FDIC Settlement
WASHINGTON MUTUAL: Plan Outline Hearing Adjourned to June 3
WASHINGTON MUTUAL: JPM Abandons Demand for $1.4-Bil. Tax Break
WESTCLIFF MEDICAL: Files for Chapter 11 to Sell to Rival

WOUND MANAGEMENT: Posts $1.2 Million Net Loss in Q1 2010

* Berry Spears to Head Fulbright's Houston Bankruptcy Practice
* Ben Gonzalez and GR Christon Join KPMG Restructuring Group

* Large Companies With Insolvent Balance Sheets


                            ********


100 WEST: Case Summary & 11 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: 100 West Park LLC
        100 West Park Avenue, Suite 204
        Long Beach, NY 11561

Bankruptcy Case No.: 10-73968

Chapter 11 Petition Date: May 21, 2010

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

Judge: Alan S. Trust

Debtor's Counsel: Roy J. Lester, Esq.
                  600 Old Country Road, Suite 229
                  Garden City, NY 11530
                  Tel: (516) 357-9191
                  Fax: (516) 357-9281
                  E-mail: rlester@rlesterlaw.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 11 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/nyeb10-73968.pdf

The petition was signed by Leo Zucker, managing member.


ABITIBIBOWATER INC: Provides Details on Creditor Recoveries
-----------------------------------------------------------
AbitibiBowater Inc. and certain of its U.S. and Canadian
subsidiaries, currently under creditor protection, have filed with
the U.S. Bankruptcy Court for the District of Delaware amendments
to AbitibiBowater's plans of reorganization as well as related
disclosure documents.  Amendments to its plans of reorganization
and related disclosure documents will also be filed with the
Quebec Superior Court in Canada.  The unsecured creditors
committee supports the plans.  With these developments,
AbitibiBowater is aiming to emerge from creditor protection in the
fall of 2010.

These filings provide details on the treatment of creditor claims
for the proposed plans of reorganization.  If and when the plans
are approved by the courts and creditors, the Company expects to
emerge with a significantly improved financial position, resulting
from its efforts to reduce costs, lower debt and mitigate the
impact of ongoing market and currency fluctuations.  The court-
filed documents will be made available at
http://www.abitibibowater.com/restructuringonce filings have been
made in courts in both the U.S. and Canada.

"The filing of these amendments to our plans of reorganization and
related disclosures is an important milestone on the path towards
emergence," stated David J. Paterson, President and Chief
Executive Officer.  "Our significant progress to date in
restructuring AbitibiBowater is a testament to the resolve and
dedication of our employees and business partners.  Working
collaboratively, we are facing our challenges and developing
solutions to transform the Company.  Our goal is to build an
organization with a leaner financial model, a low-cost and
flexible operating platform, and a diverse and innovative mix of
products, capable of nimbly reacting to industry dynamics."

                     Recovery for Creditors

The filings provide greater specificity regarding recoveries by
unsecured creditors, while maintaining the classifications for all
Company creditors as proposed in the May 4, 2010, draft framework
for the plans of reorganization.  The plans of reorganization
specify that non-disputed pre-petition secured, administrative and
priority claims would be paid in full in cash, or satisfied as
otherwise agreed, at emergence.  The plans of reorganization also
provide that the Company's current common stock will be cancelled
and holders will receive no recoveries, while unsecured claims
would receive a pro rata share of equity in the reorganized
company upon emergence, subject to certain conditions.  A
convenience class for unsecured claims has also been established.
Estimates of recoveries for unsecured creditors are detailed in
the filings.  Final recoveries for unsecured creditors are subject
to change as a result of any future amendments to the plans of
reorganization, including dilution from a potential rights
offering, a management incentive program, or additional claims or
adjustments to claims that may be recognized at a later date.

                       Restructuring Efforts

Since the time of the combination of Abitibi-Consolidated Inc. and
Bowater Incorporated in 2007 and throughout AbitibiBowater's
creditor protection proceedings, the Company has undertaken
sustained and significant actions to restructure and improve long-
term profitability.  Strategic actions to enhance the Company's
value include: significant closures of non-profitable capacity;
the monetization of non-core assets; and various austerity
measures and spending cuts, including a significant reduction in
the Company's workforce.

AbitibiBowater has streamlined its asset portfolio to focus on
top-performing facilities by closing or idling 3.4 million metric
tons of paper capacity, moving from an overall production capacity
of 10.4 million metric tons to 7 million metric tons, since 2007.
During this period, the Company has also sold aggregate assets and
land for total proceeds of over $940 million.  Chief among these
transactions was the sale of the Company's 60% ownership interest
in Manicouagan Power Company (MPCo) for C$615 million.  The MPCo
transaction allowed for the repayment of one of the Company's
initial debtor-in-possession (DIP) financing arrangements and the
partial repayment of other secured debt.

                         Business Plan

AbitibiBowater plans to emerge with a strengthened financial
position by building upon the meaningful headway it has made
throughout its restructuring.  The Company has developed a
business plan, in consultation with its creditors, stakeholders
and financial advisors, which forecasts improved earning margins
and cash flow.  These improvements will be made possible in part
by Company efforts to focus its manufacturing at highly
competitive operations.

The reorganized company plans to manage a more adaptive and
flexible operating portfolio, designed to better capture value
through market cycles and capitalize on export market
opportunities.  There is also potential upside, in promising
growth markets, from Company innovations in new inkjet product
offerings.  Other prospects include current efforts to further
diversify the Company's product mix by converting capacity towards
other market segments.  As of May 17, 2010, the Company has ceased
newsprint production at its Coosa Pines (Alabama) paper mill and
entered the packaging papers market with linerboard and corrugated
medium as well as natural kraft and bag grades.  Another example
of a capacity conversion is the recent shift of 100,000 metric
tons of newsprint capacity at the Company's Calhoun (Tennessee)
mill to specialty grades.

                          Next Steps

Before emerging from creditor protection, the Company must obtain
adequate exit financing and complete efforts to address labor
costs and pension issues, as well as satisfy other conditions set
forth in the plans of reorganization.  AbitibiBowater has
commenced a process to obtain an exit financing package that will
provide sufficient capital for the emerged company to manage
business operations and execute its plans.  In connection with
this exit financing, the Company has secured a backstop commitment
from certain unsecured noteholders for a rights offering of up to
$500 million along with a commitment to support the restructuring
process.  In this rights offering, AbitibiBowater would offer new
convertible notes with a seven-year maturity from the date of
closing to eligible unsecured creditors.  The notes would be
obtained upon exercise of the rights and convertible into common
stock of the emerged company.  Additional information on this
rights offering has been disclosed in the court filings.

Ultimately, the Company's plans of reorganization will require
creditor approval and confirmation by the courts.  Affected
unsecured creditors who are entitled to vote will receive the
court-approved disclosure and voting materials, which are expected
to be mailed in July subject to court approvals.  More information
about AbitibiBowater's restructuring process can be found at
http://www.abitibibowater.com/or by calling toll-free 888 266-
9280. International callers should dial 503 597-7698.

                     About AbitibiBowater

AbitibiBowater produces a wide range of newsprint, commercial
printing papers, market pulp and wood products.  It is the eighth
largest publicly traded pulp and paper manufacturer in the world.
AbitibiBowater owns or operates 22 pulp and paper facilities and
26 wood products facilities located in the United States, Canada
and South Korea.  Marketing its products in more than 90
countries, the Company is also among the world's largest recyclers
of old newspapers and magazines, and has third-party certified
100% of its managed woodlands to sustainable forest management
standards.  AbitibiBowater's shares trade over-the-counter on the
Pink Sheets and on the OTC Bulletin Board under the stock symbol
ABWTQ.

The Company and several of its affiliates filed for protection
under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009
(Bankr. D. Del. Lead Case No. 09-11296).  Judge Kevin J. Carey
presides over the case.  The Company and its Canadian affiliates
commenced parallel restructuring proceedings under the Companies'
Creditors Arrangement Act before the Quebec Superior Court
Commercial Division the next day.  Alex F. Morrison at Ernst &
Young, Inc., was appointed CCAA monitor.

Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the
Debtors' U.S. bankruptcy counsel.  Stikeman Elliot LLP, acts as
the Debtors' CCAA counsel.  Young, Conaway, Stargatt & Taylor, in
Wilmington, Delaware, serves as the Debtors' co-counsel, while
Troutman Sanders LLP in New York, serves as the Debtors' conflicts
counsel in the Chapter 11 proceedings.  The Debtors' financial
advisors are Advisory Services LP, and their noticing and claims
agent is Epiq Bankruptcy Solutions LLC.  The CCAA Monitor's
counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario.
Abitibi-Consolidated Inc. and various Canadian subsidiaries filed
for protection under Chapter 15 of the U.S. Bankruptcy Code on
April 17, 2009 (Bankr. D. Del. 09-11348).  Judge Carey also
handles the Chapter 15 case.  Pauline K. Morgan, Esq., and Sean T.
Greecher, Esq., at Young, Conaway, Stargatt & Taylor, in
Wilmington, represent the Chapter 15 Debtors.

As of Sept. 30, 2008, the Company had $9,937,000,000 in total
assets and $8,783,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes AbitibiBowater
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings and parallel proceedings under the
Companies' Creditors Arrangement Act in Canada undertaken by
Abitibibowater Inc. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


AMACORE GROUP: Posts $1.3 Million Net Loss for March 31 Quarter
---------------------------------------------------------------
Amacore Group Inc. filed its quarterly report on Form 10-Q,
reporting a net loss of $1.3 million on $6.3 million of total
revenues for the three months ended March 31, 2010, compared with
a net income of $1.8 million on $7.4 million of total revenues
during the same period a year ago.

The Company's balance sheet at March 31, 2010, showed $9.3 million
in total assets and $20.8 million in total liabilities, for a
total stockholders' deficit of $14.3 million.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?630a

                      About The Amacore Group

Based in Maitland, Florida, The Amacore Group, Inc., (OTC BB:
ACGI) -- http://www.amacoregroup.com/-- is primarily a provider
and marketer of healthcare related products, including healthcare
benefits, vision and dental networks, and administrative services
such as billing, fulfillment, patient advocacy, claims
administration and servicing.  The Company primarily markets
healthcare-related membership programs such as limited and major
medical programs, supplemental medical and discount dental
programs to individuals and families.  It distributes these
products and services through various distribution methods such as
its agent network, direct response marketing companies, DRTV
(Direct Response TV), inbound call centers, in-house sales
representatives, network marketing and affinity marketing
partners.  The Company's secondary line of business is to place
membership programs through these same marketing channels.  The
membership programs utilize the same back office and systems
creating marketing efficiencies to provide low cost ancillary
products such as pet insurance, home warranty, involuntary
unemployment insurance, and accident insurance.


AMELIA ISLAND: Names Noble Investment as Stalking-Horse Bidder
--------------------------------------------------------------
According to Kevin Turner at The Florida Times-Union, Amelia
Island Co. selected Noble Investment Group of Atlanta as stalk-
horse bidder for its assets.

Amelia Island Plantation owns a 1,350-acre resort on Amelia
Island in Florida.  The resort has 249 rooms and three
golf courses.  The property owes $28.4 million on a first mortgage
held by an affiliate of Prudential Retirement Insurance & Annuity
Co.  The collateral is said by the resort to be worth $46 million.

The Company filed for Chapter 11 on Nov. 13, 2009 (Bankr. M.D.
Fla. Case No. 09-09601). The petition says assets and debt both
exceed $50 million.


AUTOLIV INC: Buys Back Equity Units at a Discount
-------------------------------------------------
Autoliv, Inc. accelerated the exchange into common stock of 27% of
the Company's outstanding equity units.  As a result of these
transactions, the Company expects to save approximately $2 million
through April 2012 in interest expense.

According to separate exchange agreements entered into on May 19,
2010 and May 20, 2010 with holders representing an aggregate of
1,794,880 equity units of Autoliv, the Company will now issue an
aggregate of 2,337,112 treasury shares of Autoliv's common stock
and pay an aggregate of $5,723,136 in cash to these holders.  The
remaining aggregate interest coupons for each equity unit amounts
to $4, while the average cost to be paid in these transactions is
$3.19 per unit, a discount of 20%.

The closings of these separate transactions are scheduled to occur
May 24, 2010.

The Company may, from time to time, repurchase additional equity
units.

Each of the exchanges is exempt from the registration requirements
of the Securities Act of 1933, as amended, pursuant to Section
3(a)(9) thereof.

                        About Autoliv Inc.

Autoliv Inc. develops and manufactures automotive safety systems
for all major automotive manufacturers in the world.  Together
with its joint ventures, Autoliv has 80 facilities with
approximately 34,000 employees in 28 vehicle-producing countries.
In addition, the Company has technical centers in eleven countries
around the world, with 21 test tracks, more than any other
automotive safety supplier.  Sales in 2008 amounted to US$6.5
billion.  The Company's shares are listed on the New York Stock
Exchange and its Swedish Depository Receipts on the OMX Nordic
Exchange in Stockholm.

                           *     *     *

As reported in the Troubled Company Reporter-Europe on
November 30, 2009, Standard & Poor's Ratings Services raised the
junior subordinated debt rating on Autoliv's US$165 million equity
units hybrid to 'BB+' from 'BB'


AWESOME ACQUISITION: S&P Affirms Corporate Credit Rating at 'B'
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'B'
corporate credit rating on Awesome Acquisition Co. and revised the
ratings outlook to positive from stable.

"S&P is revising its rating outlook because AAC paid down debt and
enhanced its credit metrics, despite same-store sales pressure,
and because S&P expects this trend to continue in the near term",
said Standard & Poor's credit analyst Charles Pinson-Rose.

The speculative-grade ratings on Coppell, Texas-based Awesome
Acquisition Co. reflect its participation in the highly
competitive quick-service pizza restaurant industry, and its
aggressively leveraged capital structure.

AAC, which franchises and operates Cici's Pizza restaurants and
operates a distribution business to supply the restaurants, had
same-store sales declines in the past two years.  S&P believes
this is a result of the weak economy and high unemployment
intensifying competition with the restaurant industry.
Comparable-store sales were negative for much of the past two
years and reached a low point in the fourth quarter of 2009, when
comparables were down in the high single digits.  However, the
trend improved in the first quarter of this year with a
comparable-store sales decline in the mid-single digits.  In the
near term, S&P expects further moderation and expect same-store
sales to be down in the low single digit area in the next two
quarters and may turn positive by the fourth quarter.


BARRINGTON BROADCASTING: Moody's Upgrades Default Ratings to 'B3'
-----------------------------------------------------------------
Moody's Investors Service upgraded the corporate family and
probability of default ratings for Barrington Broadcasting Group
LLC to B3 from Caa1.  In Moody's opinion, the combination of an
improved outlook for advertising spending and the debt repurchase
undertaken during 2009 will facilitate continued covenant
compliance even as the leverage covenant tightens and the equity
cure received at the end of 2008 falls out of the calculation.
Furthermore, Moody's anticipates Barrington will use the cash flow
from its stronger performance in 2010 to repay debt, better
positioning the company to withstand future volatility from
economic and election cycles and to address its debt maturities
($25 million revolver maturing August 2012 and $140 million
outstanding on term loan maturing August 2013).

The stable outlook incorporates expectations that the improved
outlook for advertising spending combined with cost cutting and
revenue generating initiatives implemented during the downturn
will enable meaningful EBITDA growth in 2010 relative to 2008.
The stable outlook also assumes application of free cash flow to
debt repayment, along with EBITDA growth, will enable Barrington
to achieve leverage on a two-year average basis in the low 6 times
debt-to-EBITDA range or better.

Moody's also affirmed the SGL-3 speculative grade liquidity rating
and upgraded instrument ratings as shown below.

Barrington Broadcasting Group LLC

  -- Corporate Family Rating, Upgraded to B3 from Caa1
  -- Probability of Default Rating, Upgraded to B3 from Caa1
  -- Senior Subordinated Bonds, Upgraded to Caa2 from Caa3
  -- Senior Secured Bank Credit Facility, Upgraded to B2 from B3
  -- Affirmed SGL-3 Speculative Grade Liquidity Rating
  -- Outlook, Stable

Barrington's B3 corporate family rating incorporates its high
leverage (approximately 7.8 times debt-to-EBITDA for the trailing
twelve months through March 31, 2010, and in the mid 7 times on a
two year average basis) and modest free cash flow, which poses
challenges for managing a business vulnerable to advertising
spending cycles.  Lack of scale also constrains the rating,
although the company benefits from a station portfolio with
diversity in terms of both geography and network affiliations.
These assets combined with Barrington's continued local market
focus and good margins create the capacity to generate strong
unlevered cash flow, but the company faces continued competition
for advertising dollars related to media fragmentation.

The most recent action on Barrington occurred April 6, 2009.  At
that time Moody's upgraded the rating on its senior subordinated
bonds to Caa3 from C.

Barrington Broadcasting Group, LLC, headquartered in Hoffman
Estates, Illinois, owns or programs 24 network television stations
in 15 markets.  Its net revenue for the year ended December 31,
2009, was approximately $100 million.


BEAR STEARNS: Insolvent During JPM Acquisition, Says Paulson
------------------------------------------------------------
Henry M. Paulson, Jr., former secretary of the U.S. Department of
the Treasury, insisted that Bear Stearns was insolvent during its
acquisition by JPMorgan Chase in March 2008, the New York Times
reported.

Mr. Paulson's assertion contradicted the statement made by Alan
Schwartz, former Bear Stearns chief executive, that Bear Stearns
was solvent and only had a liquidity problem because the
overnight repurchase market ceased lending to the firm.

"We were told . . . that Bear was going to file for bankruptcy .
. . if we didn't act," Mr. Paulson reportedly told the Financial
Crisis Inquiry Commission, the New York Times said.  "So how does
a solvent company file for bankruptcy?"

Peter Wallison, a member of the Commission, in response to Mr.
Paulson's accusation, explained that businesses could file for
bankruptcy even if they were solvent noting that one of the
definitions of bankruptcy is simply that a company is unable to
pay for its obligations when it comes due, the newspaper
reported.  Mr. Paulson, however, disagreed, asserting that
bankruptcy is equal to insolvency when it comes to financial
firms.

According to the report, Mr. Paulson believes a potential fire
sale of Bear's assets in bankruptcy might not have yielded enough
cash to pay off its creditors, equating to an insolvent firm.
Assets that were carried on Bear's books at 100 cents on the
dollar may have only been worth a fraction of that amount,
especially in the spring of 2008, the report added.

The New York Times noted that Bear Stearns sold itself to
JPMorgan for $10 a share, which aggregate to $2.5 billion.  It
further noted that part of the deal would not have been possible
had the United States government not agree to bank $29 billion in
potential future losses from Bear Stearns' assets.

                        About Bear Stearns

New York City-based The Bear Stearns Companies Inc. (NYSE: BSC)
-- http://www.bearstearns.com/-- was a leading financial services
firm serving governments, corporations, institutions and
individuals worldwide.  The investment bank collapsed in 2008 and
was sold in a distressed sale to JPMorgan Chase in a transaction
backed by the U.S. government.

Grand Cayman, Cayman Islands-based Bear Stearns High-Grade
Structured Credit Strategies Enhanced Leverage Master Fund Ltd.
and Bear Stearns High-Grade Structured Credit Strategies Master
Fund Ltd. were open-ended investment companies, which sought high
income and capital appreciation relative to the London Interbank
Offered Rate, and designed for long-term investors.  On July 30,
2007, the Funds filed winding up petitions under the Companies Law
of the Cayman Islands.  Simon Lovell Clayton Whicker and Kristen
Beighton at KPMG were appointed joint liquidators.  The joint
liquidators filed for Chapter 15 petitions before the U.S.
Bankruptcy Court for the Southern District of New York the next
day.  On August 30, 2007, the Honorable Burton R. Lifland denied
the Funds protection under Chapter 15 of the Bankruptcy Code.


BEAR STEARNS: M. Tannin Wants Government Docs. Unsealed
-------------------------------------------------------
In a letter addressed to the the United States District Court for
the Eastern District of New York, Susan E. Brune, Esq., at Brune &
Richard LLP, in New York, on behalf of former Bear Stearns fund
manager Matthew Tannin, relates she learned that the United States
Government has filed a motion under seal requesting that Special
Assistant United States Attorney Brian Sano be permitted to
litigate a parallel Securities and Exchange Commission civil
enforcement case that remains after her client was acquitted.

Mr. Sano, who is a SEC staff attorney, participated in the grand
jury investigation that led to the indictment, Ms. Brune notes.
For this reason, she says she believes the Government's
application has therefore been made in the context of the Court's
supervision of grand jury matters.

"Although Rule 49 of the Federal Rules of Criminal Procedure and
Rule 2(D) of [the Court's] Individual Motion Practices require a
moving party to serve its motion on every other party, the
government filed its motion ex pare and has declined a defense
request for a copy of its papers."

Accordingly, Ms. Brune asks that the Government's motion be
unsealed or, in the alternative, the Court order the government
to provide her a copy of the motion papers so that she may have
an opportunity to know more about the relief that the government
seeks and the legal authority on which it bases its request and,
if appropriate, to oppose or consent to that relief.

                      Government's Request

Benton J. Campbell, United States Attorney for the Eastern
District of New York, asks the Court to permit the disclosure of
documents subpoenaed by the grand jury and transcripts of
testimony before the grand jury to the SEC for use in SEC's civil
action against Ralph Cioffi and Matthew Tannin.

Mr. Campbell contends that Rule 6(e)(3)(E)(i) of the Federal
Rules of Criminal Procedure authorizes a court to order
disclosure of matters occurring before a grand jury "preliminary
to or in connection with a judicial proceeding."

Mr. Campbell asserts that the SEC should be able to use the Grand
Jury Documents as it prepares for trial, and should be permitted
to use the grand jury documents to present its case and to
confront witnesses called by the defense during the civil trial.

Without question, it would be unfairly prejudicial to the SEC if
it had to prepare and try its case without access to the Grand
Jury Documents, while the Defendants enjoyed the benefits of
those same documents, Mr. Campbell further argues.

                       Defendants Respond

On behalf of Messrs. Cioffi and Tannin, Ms. Brune tells the Court
that the Government's assertions are "nonsensical."  She says
that the Defendants are prepared to voluntarily turn over the
Grand Jury Documents had the SEC simply asked.

However, Ms. Brune pointed out that it's odd that during the time
when the Government's Motion was under seal, the SEC
characterized it to the defense as an application to permit Mr.
Sano to be part of the SEC's trial team.  However, she contends
that the Motion does not even mention Mr. Sano.

"Why all the mystery? We are not sure.  In any event, we do not
object to the U.S. Attorney's Office's turning over the specified
items -- the telephone records and the transcripts of the
testimony of the three witnesses -- to the SEC," Ms. Brune
asserts.

After the response of Messrs. Cioffi and Tannin, the Court
granted the Government's Motion.

                        About Bear Stearns

New York City-based The Bear Stearns Companies Inc. (NYSE: BSC)
-- http://www.bearstearns.com/-- was a leading financial services
firm serving governments, corporations, institutions and
individuals worldwide.  The investment bank collapsed in 2008 and
was sold in a distressed sale to JPMorgan Chase in a transaction
backed by the U.S. government.

Grand Cayman, Cayman Islands-based Bear Stearns High-Grade
Structured Credit Strategies Enhanced Leverage Master Fund Ltd.
and Bear Stearns High-Grade Structured Credit Strategies Master
Fund Ltd. were open-ended investment companies, which sought high
income and capital appreciation relative to the London Interbank
Offered Rate, and designed for long-term investors.  On July 30,
2007, the Funds filed winding up petitions under the Companies Law
of the Cayman Islands.  Simon Lovell Clayton Whicker and Kristen
Beighton at KPMG were appointed joint liquidators.  The joint
liquidators filed for Chapter 15 petitions before the U.S.
Bankruptcy Court for the Southern District of New York the next
day.  On August 30, 2007, the Honorable Burton R. Lifland denied
the Funds protection under Chapter 15 of the Bankruptcy Code.


BEAR STEARNS: Racetrac Wins $3.4MM from Bear Stearns Arbitration
----------------------------------------------------------------
RaceTrac Petroleum, Inc., a service station chain based in
Georgia, who lost money investing in a Bear Stearns hedge fund,
was awarded $3,400,000 by a securities-industry arbitration panel
in December 2009, The Wall Street Journal reported.

The Award is the first ruling in favor of an investor since
former Bear Stearns funds managers Ralph Cioffi and Matthew
Tannin were acquitted of criminal charges in November 2009.

                        About Bear Stearns

New York City-based The Bear Stearns Companies Inc. (NYSE: BSC)
-- http://www.bearstearns.com/-- was a leading financial services
firm serving governments, corporations, institutions and
individuals worldwide.  The investment bank collapsed in 2008 and
was sold in a distressed sale to JPMorgan Chase in a transaction
backed by the U.S. government.

Grand Cayman, Cayman Islands-based Bear Stearns High-Grade
Structured Credit Strategies Enhanced Leverage Master Fund Ltd.
and Bear Stearns High-Grade Structured Credit Strategies Master
Fund Ltd. were open-ended investment companies, which sought high
income and capital appreciation relative to the London Interbank
Offered Rate, and designed for long-term investors.  On July 30,
2007, the Funds filed winding up petitions under the Companies Law
of the Cayman Islands.  Simon Lovell Clayton Whicker and Kristen
Beighton at KPMG were appointed joint liquidators.  The joint
liquidators filed for Chapter 15 petitions before the U.S.
Bankruptcy Court for the Southern District of New York the next
day.  On August 30, 2007, the Honorable Burton R. Lifland denied
the Funds protection under Chapter 15 of the Bankruptcy Code.


BENDA PHARMACEUTICAL: MaloneBailey Raises Going Concern Doubt
-------------------------------------------------------------
Benda Pharmaceutical, Inc., filed on May 18, 2010, its annual
report on Form 10-K, for the year ended December 31, 2009.

MaloneBailey, LLP, in Houston, expressed substantial doubt about
the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has incurred losses
for the year ended December 31, 2009, and had a working capital
deficiency at December 31, 2009.

The Company reported a net loss of $2.7 million on $22.0 million
of revenue for 2009, compared with a net loss of $14.5 million on
$25.0 million of revenue for 2008.

The Company's balance sheet as of December 31, 2009, showed
$63.6 million in assets, $48.2 million of liabilities, and
$15.3 million of stockholders' equity.

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

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

Based in Wuhan, Hubei Province, PRC, Benda Pharmaceutical, Inc.,
OTC: BPMA) through is wholly owned subsidiary Ever Leader Holdings
Limited, is a pharmaceutical company that identifies, discovers,
develops and manufactures both conventional medications and
Traditional Chinese Medicines for the treatment of some of the
largest common ailments and diseases.  The Company is also
dedicated to the development, manufacturing and commercialization
of gene therapy products.


BRADKEN INC: Almac Machine Deal Won't Affect Moody's 'B3' Rating
----------------------------------------------------------------
Moody's commented that Bradken, Inc's recent announcement that a
newly formed subsidiary had entered into an Asset Purchase
Agreement with Almac Machine Works Ltd. will not immediately
impact Bradken, Inc's B3 corporate family rating or negative
outlook.

The last rating action on Bradken, Inc., was on August 21, 2009,
when Moody's downgraded the CFR to B3 from B2.

Bradken, Inc., headquartered in Kansas City, Missouri, is a
designer and manufacturer of large, highly engineered steel and
iron castings.  Products include locomotive and transit trucks,
mining truck frames, axle housings, valve bodies, compressor
housings, pumps, Navy ship cast components, power generation
turbine steel castings, and offshore platform structural parts.
The company is wholly owned by Bradken Limited, an Australia based
engineering company.


BRUNDAGE-BONE: Proposes to Fund Distributions from Cash on Hand
---------------------------------------------------------------
Brundage-Bone Concrete Pumping, Inc., and JLS Concrete Pumping,
Inc., filed with the U.S. Bankruptcy Court for District of
Colorado a proposed Plan of Reorganization.

According to the Plan, contemplates that the Reorganized Debtors
will fund distributions under the Plan with cash on hand,
including cash from operations, existing assets, proceeds from the
exit facility.

On the Effective Date, the Reorganized Debtors will enter into the
lender senior term notes, the BB Liquidating Subsidiary will enter
into Lender secured trust equipment notes, and the BB Liquidating
Trust will enter into Lender trust deficiency notes.  If
appropriate and necessary, the Reorganized Debtor will enter into
secured notes with each real estate lender.

Under the Plan, Class 4 GMAC Equipment Lender Claim Against
Brundage-Bone will, except to the extent it agrees to a less
favorable treatment, receive in exchange for the full and final
satisfaction, settlement, release and discharge of the GMAC
Equipment Lender Claim against Brundage-Bone, these:

   i) The surrender of the GMAC Equipment securing the holder's
      Allowed GMAC Equipment Lender Secured Claim; or

  ii) To the extent there is a deficiency resulting from the
      treatment provided for in subsection (i), the deficiency
      will be paid as a Class 5 general unsecured claim.

Secured Claims against JLS will be treated and paid as Allowed
Claims against Brundage-Bone in accordance with the treatment
provided for Brundage-Bone Claims.

General Unsecured Claims against Brundage-Bone and JLS will
receive its pro rata share of the BB Unsecured Trust Note, which
payments will be disbursed quarterly by the BB Unsecured Trustee.

Intercompany Claims against Brundage-Bone and JLS will receive no
distributions on account of their Intercompany Claims.

Equity Interests against Brundage-Bone and JLS will be deemed
canceled and extinguished, and will be of no further force and
effect, whether surrendered for cancellation or otherwise.

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

         http://bankrupt.com/misc/BRUNDAGE-BONE_Plan.pdf

The Debtor is represented by:

     Sender & Wasserman, P.C.
     Harvey Sender, Esq.
     John B. Wasserman, Esq.
      E-mail: jwass@sendwass.com
     David V. Wadsworth, Esq.
     Matthew T. Faga, Esq.
     1660 Lincoln Street, Suite 2200
     Denver, Colorado 80264
     Tel: (303) 296-1999
     Fax: (303) 296-7600

               About Brundage-Bone Concrete Pumping

Brundage-Bone Concrete Pumping Inc. and JLS Concrete Pumping Inc.,
claim to be the largest providers of concrete pumping services in
the U.S.  JLS Concrete Pumping services California and Nevada from
its corporate headquarters in Ventura and from satellite yards in
Bakersfield, Fresno, Gardena, Lancaster, Las Vegas, Moorpark, Palm
Springs, Riverside, San Diego, San Luis Obispo, Santa Clarita,
Temecula, Thousand Oaks, and Ventura.

Brundage-Bone and JLS filed for Chapter 11 on Jan. 18, 2010
(Bankr. D. Col. Case No. 10-10758).  According to the schedules,
the Company has assets of $325,708,061, and total debts of
$230,277,103.


CAPROCK COMMUNICATIONS: Harris Deal Won't Move Moody's 'B2' Rating
------------------------------------------------------------------
Moody's Investors Service commented that the acquisition of
CapRock Communications, Inc., by Harris Corporation (Senior
Unsecured, Baa1) does not affect CapRock's B2 corporate family
rating or the ratings on its secured bank debt at this time.

CapRock's debt will likely be repaid upon close of the
transaction, at which point Moody's will likely withdraw all
ratings on CapRock.

Moody's most recent rating action for CapRock was on May 28, 2009.
At that time Moody's changed the outlook to stable from negative
and affirmed the B2 corporate family rating.

CapRock Communications Inc. provides global fixed and mobile
satellite communications in remote locations engineered at high
levels of reliability to customers in three primary markets,
Energy, Maritime, and Government.  ABRY Partners acquired CapRock
for approximately $200 million in February 2006, and CapRock
acquired Arrowhead Global Solutions in April 2007, expanding its
government division.  CapRock's annual revenue is approximately
$350 million.


CARBON BEACH: Court Continues Plan Outline Hearing Until June 29
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has continued until June 29, 2010, at 10:00 a.m., the hearing on
approval of the Disclosure Statement explaining Carbon Beach
Partners, LLC's proposed Plan of Reorganization.  The hearing will
be held at 21041 Burbank Blvd Woodland Hills, California.

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

As reported in the Troubled Company Reporter on April 5, 2010,
according to the Disclosure Statement, the Plan provides for the
completion of its primary asset's construction, liquidation of the
asset and distribution of the proceeds to creditors in their order
of priority.  Payments under the Plan will be made from the
Reorganized Debtor's cash on hand from post-bankruptcy financing
and from cash to be generated by the sale of the condominiums.

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

                 About Carbon Beach Partners, LLC

Calabasas, California-based Carbon Beach Partners, LLC, filed for
Chapter 11 on November 3, 2009 (Bankr. C.D. Calif. Case No. 09-
24657).  Anne Wells, Esq., represents the Debtor in its
restructuring effort.  In its petition, the Debtor listed assets
and debts both ranging from $10,000,001 to $50,000,000.


CHATSWORTH INDUSTRIAL: Has Until July 21 to File Chapter 11 Plan
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
extended Chatsworth Industrial Park, LP's exclusive periods to
file and solicit acceptances for the proposed Chapter 11 Plan
until July 21, 2010, and September 20, 2010, respectively.

The Debtor is represented by:

     Joseph E. Caceres, Esq.
     Charles Shamash, Esq.
     Caceres & Shamash, LLP
     8200 Wilshire Blvd., Suite 400
     Beverly Hills, CA 90211
     Tel: (310) 205-3400
     Fax: (310) 878-8308

Tarzana, California-based Chatsworth Industrial Park, LP filed for
Chapter 11 on December 23, 2009 (Bankr. C.D. Calif. Case No. 09-
27368).  In its petition, the Debtor listed $10,000,001 to
$50,000,000 in assets and $1,000,001 to $10,000,000 in debts.


CHEMTURA CORP: D. Dickey Leaves as Executive Vice President
-----------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission, Chemtura Corporation disclosed that David G. Dickey,
Chemtura's executive vice president and group president of
performance products, resigned effective April 23, 2010, to pursue
other interests.

Craig A. Rogerson, Chemtura's chairman, president and chief
executive officer, will assume Mr. Dickey's responsibilities on
an interim basis.

                      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: NYC Suspects PCB Contamination Near Plant
--------------------------------------------------------
Officials of New York City will be investigating the soil of Red
Hook Park in Brooklyn for high levels of concentration of
polychlorinated biphenyls resulting from effluvia from an old
Chemtura Corp. plant located near the Park, American Council on
Science and Health reports.

PCBs are banned by the Environmental Protection Agency due to its
links to a range of health problems.

                      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: AgroSolutions Business Releases Progress Report
--------------------------------------------------------------
Chemtura AgroSolutions(TM), a business of Chemtura Corporation and
a debtor-in-possession, provided a progress report to its
customers and the trade media on the progress the business is
making despite challenging conditions in the agricultural industry
worldwide.

Chemtura AgroSolutions started the year by opening a new global
business headquarters in Lawrenceville, Georgia, just outside of
Atlanta.  "This created an exciting new environment from which to
grow the business, improving the effectiveness of customer and
supplier communications, university relations and recruiting, all
leading to the achievement of faster business decisions," said
Gregory E. McDaniel, President, Chemtura AgroSolutions.

Chemtura AgroSolutions also undertook a major rebranding effort,
changing its name from Chemtura Crop Protection.  "The new name
and image better describe the direction of the business, the value
it delivers today to its customers and it commits to continue to
deliver, and its focus on providing more customer-aligned
solutions," Mr. McDaniel said.

During the first quarter of 2010, overall, the business
demonstrated considerable resolve in many of the regions of the
world it serves despite continuing challenging conditions in the
global agricultural industry.  Many regions and customers are
still feeling the effects of weak economies, lower commodity
prices and the continued restriction in credit availability
despite the limited global economic easing that has occurred.
Chemtura AgroSolutions' first-quarter results also were impacted
by one-time costs associated with business start-up and an
ongoing internal review of customer incentive, commission and
promotional payment practices.

Chemtura AgroSolutions net sales in the first quarter 2010 were
just over $65 million, a modest decrease of 5 percent from the
first quarter 2009 levels.  Underpinning this achievement was
revenue growth in three of the four regions of the world the
business serves, led by North America, which demonstrated strong
growth after a slow start to the season due to harsh weather
conditions.  Europe also saw harsh weather earlier this year but,
with weaker economic conditions and credit availability concerns,
it saw revenues decrease compared to the same quarter last year.
In Latin America, revenues grew relative to the same period in
2009 in what is a highly competitive market, and the Asia/
Pacific region also experienced revenue growth compared to the
same quarter last year, resulting largely from investment in
expanded customer service and support, operational excellence, as
well as the continuing development of our marketing, sales and
manufacturing capabilities in India.

"The business is able to withstand these difficult global
conditions by listening more closely to its customers' needs,
delivering the solutions and support they require, and backing
these commitments with investments in people, facilities, and a
platform for growth," Mr. McDaniel said.

                      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: Amends 2009 Annual Report
----------------------------------------
In a regulatory filing with the Securities and Exchange
Commission dated April 29, 2010, Chemtura Corporation and its
subsidiaries filed amendments to their 2009 annual report.

The amendments include:

  -- the replacement of Part III, Items 10 through 14, of the
     Annual Report, which provides items on (i) Directors,
     Executive Officers and Corporate Governance; (ii) Executive
     Compensation; (iii) Security Ownership of Certain
     Beneficial Owners; (iv) Certain Relationships and Director
     Independence; and (v) Accountant Fees and Services; and

  -- the addition of five exhibits and updates to Item 15 of the
     Annual Report, which refers to information on financial
     schedules and exhibits.

A full-text copy of the Amended 2009 Annual Report on Form 10K/A
is available for free at the Securities and Exchange Commission
site at http://tinyurl.com/32aaqky

                      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)


CIRCUIT CITY: Committee Wants to Remove Gowling Fee Cap
-------------------------------------------------------
As previously reported, the Bankruptcy Court has authorized the
Official Committee of Unsecured Creditors in Circuit City Stores
Inc.'s Chapter 11 cases to retain Gowling Lafleur Henderson LLP as
its Canadian counsel, nunc pro tunc to November 18, 2008.  The
January 20, 2009, Agreed Order provided that the firm's
compensation and reimbursement of expenses was capped at $150,000,
subject to the Creditors' Committee's right to seek additional
Court authorization for expenditures above the Cap Amount in the
future.

The Creditors' Committee now asks the Court to remove the cap on
Gowling Lafleur's compensation and reimbursement.

Lynn L. Tavenner, Esq., at Tavenner & Beran, P.L.C., in Richmond,
Virginia, relates that in late October of 2009, the Debtors
informed the Creditors' Committee for the first time that
proceeding to confirmation of their First Amended Joint Plan in
November 2009 as scheduled could adversely affect the
repatriation of the equity proceeds from one of the Debtors'
affiliates in Canada, InterTAN Canada, Ltd.

Specifically, the Debtors informed the Creditors' Committee that
confirmation of the Plan could have negative Canadian tax
consequences, which could significantly reduce the equity
proceeds which would otherwise be available for creditors of the
Debtors.  As a result, the Debtors and the Creditors' Committee
decided to delay the hearing on confirmation of the Plan to
attempt to address the Canadian tax issues in the most tax
efficient manner.

The unexpected news regarding InterTAN Canada tax issues required
an indefinite postponement of the confirmation hearing in order
to avoid any material diminution of the largest remaining asset
of the Debtors' estates.  Accordingly, the Committee immediately
requested that Gowlings Lafleur, including Canadian tax experts,
become actively involved with the Debtors, InterTAN Canada and
their professionals to recommend a course of action to
address the impediments to proceeding to confirmation and
repatriating the equity proceeds in a tax efficient manner, Ms.
Tavenner tells the Court.

From November 2009 through the present, Gowlings Lafleur has
worked closely with the Debtors, InterTAN Canada and the Canadian
monitor and their professionals in developing a strategy to deal
with InterTAN Canada and provided invaluable independent advice
to the Creditors' Committee.  With Gowlings Lafleur's assistance
and direct involvement with the Canadian Revenue Agency, the
parties have now made substantial progress and obtained favorable
preliminary rulings from the CRA regarding certain proposed
restructuring activities that would address the Canadian tax
issues, Ms. Tavenner says.

In the middle of April 2010, Gowlings Lafleur informed the
Creditors' Committee that it had exceeded the Cap Amount and
would be seeking compensation and reimbursement of expenses
in the amount of $296,458 for the period November 1, 2009,
through March 31, 2010.  The firm also continues to render
services to the Creditors' Committee with respect to the Canadian
tax issues upon which it has been advising the Committee during
the last several months, Ms. Tavenner relates.

She clarifies that by this Motion, the Creditors' Committee is
not seeking Court approval of the Gowlings Lafleur Additional
Billings.  Interim approval of those amounts will be the subject
of a properly noticed application for interim compensation to be
filed by Gowlings Lafleur in the future, and all parties will be
able to assert any objections thereto as appropriate under the
Bankruptcy Code.  The Creditors' Committee is only seeking
authority to eliminate the existence of the Cap Amount as a basis
for objecting to the Gowling Lafleur Additional Billings or any
fees and expenses incurred from and after April 1, 2010, she
says.

                        About Circuit City

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

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

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

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

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

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


CIRCUIT CITY: Intertan's CCAA Stay Period Extended Until Sept. 15
-----------------------------------------------------------------
At the request of InterTAN Canada Ltd. and Tourmalet Corporation,
Honorable Justice Geoffrey B. Morawetz of the Superior Court of
Justice (Commercial List) for the Province of Ontario extended
the Applicants' stay period to September 15, 2010.  The stay was
previously extended until April 30, 2010.

Alvarez & Marsal Canada ULC, the appointed monitor, has made
substantial progress in reviewing, reconciling and administering
the proofs of claim in the Claims Processes.  However, six claims
still remain to be determined.  There are also remaining issues
with respect to potential tax liabilities to French taxing
authorities.

Pursuant to the First Distribution Order, the Monitor made
distributions, from the proceeds of the Sale Transaction and
other amounts received by or owing to InterTAN that were in the
Monitor's possession, aggregating C$11,672,749, to those
creditors set forth in the First Distribution Order.  The amounts
included interest on claims calculated at a rate of 5% per annum.

The Second Distribution Order, dated January 29, 2010, authorized
and directed the Monitor to distribute the further amount of
C$5,784,906, to creditors specified in the Second Distribution
Order, and which amounts included interest at a rate of 5% per
annum.

Since the Second Distribution Order was issued, 10 of the
remaining claims have been settled, and the Monitor has made the
applicable payments.

In addition to claims settled and paid pursuant to the Second
Distribution Order, a settlement has been reached with Thimens
Industrial Development Corp. Ltd.  The Canadian Court has
approved the payment of C$207,706, representing the revised claim
amount together with interest, in full and final satisfaction of
the claim of Thimens against the Applicants.

The Canadian Court has also approved and ratified the Cross-
Border Insolvency Protocol, which ensures coordination between
the Canadian Court and the U.S. Bankruptcy Court in matters
related to potential equity distribution.  The Protocol has also
been approved by the U.S. Bankruptcy Court.

In addition, Michelle Mosier has been replaced by Katie Bradshaw
as Post-Closing Officer.

A full-text copy of the Order, including a copy of the Protocol,
is available at no charge at:

        http://bankrupt.com/misc/Intertan_Ord042610.pdf

                        About Circuit City

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

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

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

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

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

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


CIRCUIT CITY: Intertan Monitor Submits 13th Report
--------------------------------------------------
Honorable Justice Geoffrey B. Morawetz of the Superior Court of
Justice (Commercial List) for the Province of Ontario has
approved the Thirteenth Report of the monitor for InterTAN Canada
Ltd. and Tourmalet Corporation.

A full-text copy of the Report is available at no charge at:

http://bankrupt.com/misc/Intertan_13thMonitorReport042110.pdf

The Thirteenth Report was prepared by the Monitor to provide the
Court and the Applicants' stakeholders with information
concerning the Monitors' motion to, among other things, extend
the stay period to August 31, 2010, and to make payment of
C$207,706, to Thimens Industrial Development Corp. Ltd.  The
amount represents the revised claim amount with interest at the
rate of 5% per annum for the period from May 1, 2009, to
April 30, 2010.

In its order dated April 26, 2010, the Court approved all the
actions and activities in the Monitor's Thirteenth Report.  The
Monitor's fees and disbursements, and the fees and disbursements
of its Canadian legal counsel, Goodmans LLP, are also approved.

The Court ordered that the Monitor distribute, from the balance
of the proceeds of the sale of substantially all of the assets of
InterTAN and other amounts received by or owing to InterTAN that
are in the Monitor's possession, the total amount of C$207,706,
inclusive of interest, to Thimens.  The distribution will be in
full and final satisfaction of the claim of Thimens against the
Applicants.

Subject to the January 29, 2010 Order, the Monitor is also
authorized and directed to retain all remaining funds available
for distribution until further order of the Court.

                        About Circuit City

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

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

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

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

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

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


CHRYSLER LLC: CGI Holding Repays $1.9 Billion to U.S. Treasury
--------------------------------------------------------------
The U.S. Department of the Treasury disclosed on May 17 that it
received a $1.9 billion repayment from Chrysler Holding (CGI
Holding) in settlement of one of the loans that the Treasury
Department extended to finance Chrysler LLC, the "Old Chrysler"
automobile company.  "This repayment, while less than face value,
is significantly more than the Treasury expected to recover on
this loan and is greater than an independent valuation of the loan
provided by investment banking firm Keefe, Bruyette and Woods,
which was hired by Treasury in connection with the transaction."

As a result of the repayment, CGI Holding and Chrysler Financial
no longer have outstanding obligations to Treasury under the
Troubled Asset Relief Program (TARP).

The loan was originally made on January 2, 2009 to Chrysler
Holding, the parent company of Old Chrysler, in the amount of
$4 billion.  The loan went into default when Old Chrysler filed
for bankruptcy in April 2009.

In June 2009, the assets of Old Chrysler were sold to New Chrysler
pursuant to the bankruptcy court proceeding.  The loan was reduced
by $500 million as "New Chrysler" assumed that amount of the debt.
The liquidation of Old Chrysler was recently completed and did not
result in any recovery on the loan.

CGI Holding was the owner of both Chrysler Financial and Old
Chrysler.  The loan also provided for potential recoveries from
Chrysler Financial consisting of the greater of $1.375 billion or
40 percent of any distributions that Chrysler Financial made to
CGI Holding.  Because of the uncertainty regarding the amount and
timing of any income distributions by Chrysler Financial that
would be applied to the loan, Treasury had not expected a material
recovery on the loan.

Separate from this loan and payment, in January 2009 Treasury also
provided a $1.5 billion loan to Chrysler Financial to enable it to
finance the purchase of Chrysler vehicles by consumers.  This loan
was fully repaid with interest in July 2009.  A separate debtor-
in-possession loan of $1.9 billion provided by Treasury to Old
Chrysler, on which Treasury had not expected any recovery, was
extinguished last month in the liquidation.  Treasury retains the
right to recover the proceeds from the sale of specific collateral
attached to that loan.

CGI Holding has no ownership interest in Chrysler Group LLC, the
"New Chrysler," and Treasury's investments in New Chrysler are not
affected by today's repayment.  Those investments consist of 9.9
percent of the equity and $7.1 billion of loans including undrawn
commitments.

Of the $14.3 billion in loans to Old Chrysler, New Chrysler and
Chrysler Financial outstanding at various times under TARP
(includes undrawn commitments), Treasury has received $3.9 billion
to date.  Treasury also retains the investments in New Chrysler
described above.

Total TARP repayments now stand at $189 billion -- well ahead of
last fall's repayment projections for 2010.

                       About Chrysler Group

Chrysler Group LLC, formed in 2009 from a global strategic
alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge, Ram
Truck, Mopar(R) and Global Electric Motorcars (GEM) brand vehicles
and products.  Headquartered in Auburn Hills, Michigan, Chrysler
Group LLC's product lineup features some of the world's most
recognizable vehicles, including the Chrysler 300, Jeep Wrangler
and Ram Truck.  Fiat will contribute world-class technology,
platforms and powertrains for small- and medium-sized cars,
allowing Chrysler Group to offer an expanded product line
including environmentally friendly vehicles.

                        About Chrysler LLC

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

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

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


CHRYSLER LLC: Liquidation Trustee Obtains $250-Mil. Initial Bond
----------------------------------------------------------------
RJM I, LLC, the appointed Liquidation Trustee for the estate of
Old Carco LLC, formerly known as Chrysler LLC, notifies the Court
and parties-in-interest that it has obtained the initial bond with
respect to the Cash to be held by the Liquidation Trust.

Robert J. Manzo is the sole manager of RJM.

On April 27, 2010, RJM, as principal, and Hartford Fire Insurance
Company and The Hanover Insurance Company, as sureties, agreed to
a bond totaling $250,000,000, to be paid to the United States of
America.  The Bond was effective as of April 30, 2010.

Pursuant to (i) Section IV.B.3.c.iv of the Debtors' Confirmed
Second Amended Joint Plan of Liquidation, and (ii) Section 13.3 of
the Liquidation Trust Agreement, the Liquidation Trustee is
required to:

  (a) immediately after the Effective Date, obtain a bond or
      surety with respect to the Cash held by the Liquidation
      Trust; and

  (b) notify the Bankruptcy Court and the U.S. Trustee in
      writing, at the time as the Liquidation Trustee obtains
      its initial bond.

A copy of the Bond can be obtained for free at:

  http://bankrupt.com/misc/Chrysler_InitialBond_04272010.pdf

                       About Chrysler Group

Chrysler Group LLC, formed in 2009 from a global strategic
alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge, Ram
Truck, Mopar(R) and Global Electric Motorcars (GEM) brand vehicles
and products.  Headquartered in Auburn Hills, Michigan, Chrysler
Group LLC's product lineup features some of the world's most
recognizable vehicles, including the Chrysler 300, Jeep Wrangler
and Ram Truck.  Fiat will contribute world-class technology,
platforms and powertrains for small- and medium-sized cars,
allowing Chrysler Group to offer an expanded product line
including environmentally friendly vehicles.

                        About Chrysler LLC

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

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

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


CHRYSLER LLC: 1743 Sues Old Carco for Decommissioning Deficiencies
------------------------------------------------------------------
In connection with the winding up of Old Carco LLC and Old Carco
Motors LLC's operations, in November 2009, Old Carco sold its
Newark, Delaware assembly plant to 1743 Holdings LLC, as the
designee of the University of Delaware, pursuant to a Bankruptcy
Court-approved sale agreement.

Robert W. Whetzel, Esq., at Richards Layton & Finger P.A., in
Wilmington, Delaware, relates that in the Agreement, Old Carco
undertook to perform certain decommissioning work prior to
closing, and an escrow fund was established to secure the timely
performance of the work.

However, 1743 Holdings identified numerous instances in which the
decommissioning work was not completed at the Property.
Accordingly, 1743 Holdings provided notice to Old Carco and
asserted an escrow claim but Old Carco rejected every item of the
escrow claim, Mr. Whetzel says.

An actual, controversy exists among the parties as to which a
declaratory judgment setting forth each of the Parties' rights and
obligations is necessary, Mr. Whetzel asserts.  He explains that
Old Carco's failure to perform the decommissioning work, or
release funds from escrow, is impeding the progress of demolition
and remediation of the Property.

For these reasons, 1743 Holdings asks the Court to declare that it
may proceed to resolve the decommissioning deficiencies and, upon
completion, submit an invoice or other reasonable documentation of
expense to Old Carco and Saul Ewing LLP, the escrow agent.  1743
Holding also asks the Court to declare that it is entitled to its
costs, fees and expenses incurred in prosecuting the action,
including attorneys' fees.

In addition, 1743 Holding asks the Court to direct the Escrow
Agent to disburse funds in accordance with the Escrow Agreement.

                       About Chrysler Group

Chrysler Group LLC, formed in 2009 from a global strategic
alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge, Ram
Truck, Mopar(R) and Global Electric Motorcars (GEM) brand vehicles
and products.  Headquartered in Auburn Hills, Michigan, Chrysler
Group LLC's product lineup features some of the world's most
recognizable vehicles, including the Chrysler 300, Jeep Wrangler
and Ram Truck.  Fiat will contribute world-class technology,
platforms and powertrains for small- and medium-sized cars,
allowing Chrysler Group to offer an expanded product line
including environmentally friendly vehicles.

                        About Chrysler LLC

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

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

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


CHRYSLER LLC: New Chrysler Invests $43MM in Kokomo Facilities
-------------------------------------------------------------
Chrysler Group LLC said that it would invest $43 million in new
equipment and tooling to expand its operations in Kokomo, Ind.
The investment will create 399 new positions, including up to 379
to be filled by employees called back from lay-off status and 20
new hires in supervisory positions.

The investment will be used to increase capacity at the Company's
Kokomo Casting and Kokomo Transmission plants, adapt them to
support production of the World Engine and improve processes for
the 62TE transmission program.

"As Chrysler Group works to implement the very robust business
plan outlined on Nov. 4, 2009, our facilities in Kokomo will play
an integral role in achieving those objectives," said Scott
Garberding, Senior Vice President and Head of Manufacturing,
Chrysler Group LLC.  "This investment will keep our facilities at
the forefront of innovation and advanced technology.

"We want to thank the City of Kokomo for approving our tax
abatement request and their continued support," said Mr.
Garberding.

"Over the past several years, Chrysler has shown a continued
commitment to investing in Kokomo, allowing our plants to stay on
the cutting edge of automotive technology," said Kokomo Mayor Greg
Goodnight.  "This investment is great news for Chrysler, and it's
great news for our community."

Chrysler Group has invested nearly $1 billion in its powertrain
operations since 2007.  In December 2009, the Company announced
that it would invest $179 million in its Global Engine
Manufacturing Alliance (GEMA) plant in Dundee, Mich., to produce
the 1.4-liter, 16-valve Fully Integrated Robotized Engine (FIRE).
In May 2007, Chrysler announced a $730 million investment in the
Pentastar engine program, which began production at the all-new
Trenton (Mich.) Engine Plant in March 2010.

The World Engine is built at the GEMA facility in Dundee, Mich.
GEMA produces the 2.0- and 2.4-liter I-4 for use in the Chrysler
Sebring and Sebring Convertible; Jeep(R) Compass and Patriot; and
Dodge Avenger, Caliber and Journey.

The 62TE transmission is used in the Chrysler Sebring, Sebring
Convertible and Town & Country; and the Dodge Avenger, Journey and
Grand Caravan.

                       About Chrysler Group

Chrysler Group LLC, formed in 2009 from a global strategic
alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge, Ram
Truck, Mopar(R) and Global Electric Motorcars (GEM) brand vehicles
and products.  Headquartered in Auburn Hills, Michigan, Chrysler
Group LLC's product lineup features some of the world's most
recognizable vehicles, including the Chrysler 300, Jeep Wrangler
and Ram Truck.  Fiat will contribute world-class technology,
platforms and powertrains for small- and medium-sized cars,
allowing Chrysler Group to offer an expanded product line
including environmentally friendly vehicles.

                        About Chrysler LLC

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

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

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


CHRYSLER LLC: New Chrysler Names New Sr. VP for External Affairs
----------------------------------------------------------------
Chrysler Group LLC appointed Joseph "Jody" Trapasso to head its
External Affairs activities.  Mr. Trapasso is responsible for
providing strategic direction on Chrysler Group's international,
federal and state government relations as well as coordinating the
activities of the Corporate Representative in Latin America.  He
will also lead the Company's community relations efforts and The
Chrysler Foundation.

"Jody is a strong addition to the leadership team at Chrysler,"
said Sergio Marchionne, Chrysler Group Chief Executive Officer.
"He brings significant experience from both the public and private
sector to today's dynamic and intense regulatory and public policy
environment."

Mr. Trapasso joins Chrysler Group from the international law firm
of Crowell & Moring where he was Senior Counsel advising clients
on public policy matters on both domestic and international
issues.  Prior to joining Crowell & Moring, Mr. Trapasso served as
Senior Advisor to the Chairman of the Democratic National
Committee providing strategic counsel on major donor fundraising
programs and on the 2008 presidential election.

He also has held various senior-level positions within the federal
government, including Assistant Counsel to the President for the
Office of Presidential Personnel at the White House during the
Clinton Administration.

Mr. Trapasso holds a Bachelor of Arts from Connecticut College and
received a Juris Doctor from the University of Pennsylvania Law
School.

"With the announcement, I want to thank Rob Liberatore, who has
served as an advisor to me, for his commitment and contribution to
our Company during this search process," said Mr. Marchionne.

Mr. Liberatore will stay on with the Company in order to assist
with the transition.

                       About Chrysler Group

Chrysler Group LLC, formed in 2009 from a global strategic
alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge, Ram
Truck, Mopar(R) and Global Electric Motorcars (GEM) brand vehicles
and products.  Headquartered in Auburn Hills, Michigan, Chrysler
Group LLC's product lineup features some of the world's most
recognizable vehicles, including the Chrysler 300, Jeep Wrangler
and Ram Truck.  Fiat will contribute world-class technology,
platforms and powertrains for small- and medium-sized cars,
allowing Chrysler Group to offer an expanded product line
including environmentally friendly vehicles.

                        About Chrysler LLC

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

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

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


CIT GROUP: Moody's Assigns Corporate Family Rating at 'B3'
----------------------------------------------------------
Moody's Investors Service assigned a B3 corporate family rating to
CIT Group Inc.  Concurrently, Moody's assigned ratings of B1, B3,
and Caa1 to CIT's first lien secured debt facilities, second lien
secured notes, and senior unsecured notes, respectively.  The
outlook for the ratings is stable.

The B3 corporate family rating incorporates the improvements to
CIT's debt maturity profile and capital position that resulted
from its fourth quarter 2009 pre-packaged bankruptcy
reorganization.  CIT recorded a significant gain in connection
with the cancelation of indebtedness, boosting the company's
capital levels and providing cushion for downside operating risks
as the firm focuses on re-building its franchise.  CIT has no
meaningful scheduled debt maturities until January 2012,
temporarily easing the burden on its developing but limited
liquidity resources.  In Moody's view, CIT's near-term default
risk is relatively low as a consequence of its improved capital
and liquidity positions.

The rating also recognizes the significant execution risks
associated with CIT's long-term operating and funding strategies.
CIT emerged from bankruptcy intending to build operating momentum
on the basis of its historic competitive strengths in trade
finance, transportation finance, vendor finance, and corporate
finance.  However, the continuing effects of previous customer
attrition and liquidity constraints on origination volumes, margin
compression from high funding costs, and asset quality weakness
are challenges to the firm's revitalization efforts.  CIT made
progress repairing and expanding customer relationships and
volumes in the first quarter of 2010.  However, Moody's expects
competitive conditions for both origination volumes and personnel
will increase in the sectors traditionally served by CIT, as the
financial services industry recovers and banks seek new
opportunities for growth.  In this regard, a particular CIT
challenge involves overcoming the extra caution expressed by
potential customers considering doing business with CIT, given
CIT's uneven performance record and the availability of financing
alternatives.

"CIT's brand equity has been bruised by the firm's difficulties
over the past several quarters; it will take time for CIT to
regain the confidence of customers, investors, and regulators,"
said Moody's senior analyst Mark Wasden.

Moody's believes that for CIT to remain a viable independent
company, it must further its strategy of transitioning to a bank-
centric operating and funding model.  A significant obstacle to
CIT's plans is a Cease & Desist order issued by the FDIC that
limits the ability of CIT Bank to increase brokered deposits.
Opportunities for CIT to fully take advantage of CIT Bank as a
funding platform will be limited if the order is not lifted.  It
is uncertain when or under what conditions the FDIC will consider
lifting the Cease & Desist order.  A decision by the FDIC to
remove the Cease & Desist order could have positive implications
for CIT's ratings.  However, a continuing additional concern for
Moody's is that CIT bank -- in its current form as a single-branch
entity offering primarily brokered deposits -- may prove to be of
insufficient stature to be the basis for a long-term, resilient
funding profile for CIT's bank-centric finance businesses; CIT's
longer-term efforts to expand the strength and capacity of its
bank are an element of its execution risk.

A further risk relates to CIT's reliance upon confidence-sensitive
wholesale financing sources to procure funding not provided
through CIT Bank.  CIT has had some success this year
reestablishing certain secured funding facilities that were
terminated in 2009, but its ability to increase the breadth and
stability of its funding from wholesale sources is uncertain given
market conditions and the company's credit profile.  CIT's strong
cash balances and cash flows from asset sales and net portfolio
runoff are expected to adequately provide for near-term liquidity
needs.  Moody's also expects that CIT will make progress repaying
high cost debt during 2010, with consequential benefits to the
company's operating margins and financial flexibility.  However,
CIT's liquidity profile will likely be characterized by
constrained market access, limited liquidity alternatives, and
relatively high funding costs for the foreseeable future, though
low debt-repayment requirements mitigate these constraints near-
term.

An important aspect of CIT's transformation centers on its efforts
to build critical risk management capability to a satisfactory
level.  Under a Written Agreement with the Federal Reserve Bank of
New York, CIT is required to, among other things, implement plans
for strengthening risk management and oversight policies, capital
and liquidity planning functions, and credit risk assessment and
loss reserve methodologies.  Moody's expects that CIT will
continue to make progress on these high priority initiatives.

"We believe the necessary improvements CIT is making to its risk
management infrastructure are beneficial to its credit profile,
but there remain execution risks involving systems, processes, and
people," said Moody's Wasden.

Considering CIT's transition risks, Moody's believes that CIT's
independence is not assured.  Realistic alternate paths for CIT,
such as a sale (in whole or in part) or select asset and business
sales combined with portfolio servicing to liquidation, involve
other potential operating and funding uncertainties that constrain
the company's rating.

CIT's rating also considers the firm's earnings and profitability
prospects.  Moody's anticipates that accretion of fresh-start
accounting (FSA) adjustments over the next few years will be a
meaningful component of CIT's reported profits and will therefore
also benefit the firm's reported capital levels.  However, Moody's
expect CIT's pretax, pre-FSA earnings to be weak over the next
several quarters, due to lower than historical volumes, high
interest expense, and the need to provision for losses in a still
difficult economic environment.  An important measure of CIT's
forward progress will be its asset quality performance, compared
both to its historical trends as well as to expectations embedded
in its FSA adjustments.  A demonstration by CIT that it can
sustainably produce high quality acceptable returns, in tandem
with improved access to lower-cost funding, could lead to higher
ratings.

The stable rating outlook is based upon Moody's expectation that
CIT will continue its accelerated repayment of high cost first
lien debt during 2010, thus aiding operating margins and improving
financial flexibility.  The stable outlook also reflects Moody's
view that the demands on CIT's cash resources are manageable over
the outlook horizon (12-18 months).  This view is balanced by
continuing uncertainties associated with CIT's longer-term funding
model, franchise composition and positioning, and asset quality
and earnings performance.

The B1 rating assigned to CIT's first lien loans is based upon
strong asset coverage and loan terms, including a coverage
covenant and cash sweep provisions, that support Moody's
expectation that creditors would experience negligible loss
severity in a default scenario.  The B3 rating assigned to CIT's
second lien notes is based upon their meaningful asset
protections, though inferior to the first lien facilities, and the
limited proportion of debt that is junior to the second lien
notes.  CIT's unsecured debt rating of Caa1 reflects the
structural subordination of these notes to CIT's secured debt and
their lengthy average maturity.

CIT Group, Inc., is a commercial finance company located in New
York City and Livingston, New Jersey.


CIT GROUP: DBRS Assigns B (High) Issuer Rating
----------------------------------------------
DBRS has ssigned various ratings including an Issuer Rating of B
(high) to CIT Group Inc. (CIT or the Company).  Concurrently, DBRS
has assigned a BB (high) rating to CIT"s First Lien Secured Credit
Facility, a BB (low) rating to the second lien Series B Notes, a B
(high) rating to the Series A Notes, a B rating to the Unsecured
Long-Term Debt and a Short-Term rating of R-4.  The trend on all
long-term ratings is Positive.

The Issuer rating considers CIT's solid and well-diversified core
commercial lending franchise, the strengthened balance sheet, and
CIT's near-term liquidity position.  However, offsetting these
positives are the significant challenges the Company faces
including further diversifying and improving the funding profile,
restoring underlying profitability, and improving the core
franchise while reducing balance sheet size.

Important to the rating, CIT's core commercial lending franchise
remains solid.  DBRS sees little evidence of erosion of core
businesses owed to the reorganization process completed in the
fall of 2009.  Indeed, CIT continues to maintain top tier market
positions in trade finance, transportation finance and vendor
finance.  Further, going forward, DBRS expects that CIT's more
stabilized condition and improving funding profile will allow
management to focus on restoring positive momentum in its core-
businesses.

The ratings consider CIT's progress in improving its liquidity
profile; however, more work is needed in diversifying funding
while reducing the cost of funding.  Since the beginning of the
year, CIT has executed a number of secured financings and disposed
of two business lines generating additional liquidity.  To this
end, the Company has reduced its first lien credit facility by
$2.25 billion since the beginning of the year.  By reducing this
facility, CIT not only improves leverage, but importantly improves
profitability prospects. CIT has no material maturities of debt
until 2013.  DBRS expects continued progress on executing
additional liquidity enhancing projects in the upcoming quarters.
CIT intends to shift its funding model to a more "bank-centric"
model and reduce reliance on wholesale funding sources.  DBRS
views this as a longer-term challenge, further complicated by the
restrictions placed on CIT's bank subsidiary, which remains under
a C&D order from the FDIC.  As such, resolving regulatory concerns
is necessary to the Company moving forward with its funding
strategy.  Success in achieving transformation of the funding
profile will be viewed positively and could ultimately lead to
upward rating momentum.

The ratings consider the weak underlying earnings, which are
largely the result of the high cost debt in the capital structure.
Net earnings however, benefit from fresh start accounting.  To
this end, CIT's first quarter net income of $97.3 million was
bolstered by $421 million of pre-tax fresh start accounting
accretion income.  Margins to average earning assets were 4.09%
for 1Q10, however excluding fresh start accretion, finance margins
declined to a very low 0.65%.  CIT's success in repaying or
refinancing the high cost debt will greatly assist the Company's
undertaking of returning to a reasonable level of profitability.

Asset quality remains acceptable, given the point in the cycle.
Underlying credit performance in the pre-emergence book of
business indicates stabilization.  Importantly, credit risk has
benefited from fresh start accounting, as assets, including the
Company's loan book, were marked to fair value on December, 31,
2009.  Accordingly, in the legacy portfolio, CIT only has exposure
to further deterioration since the date of marking.  Nonetheless,
credit risk remains owed to the Company's exposure to small and
middle market companies and the still uncertain economic recovery.
However, the remaining $1.6 billion of non-accretable discount
(marks) on the balance sheet as of March 31, 2010 limits potential
exposure to losses on the pre-emergence loan portfolio.  The
reorganization process strengthened the balance sheet.  Leverage
has been reduced with debt-to-equity of 4.9x. Regulatory capital
remains well-above requirements. CIT reported a Tier 1 capital of
15.5% and total capital ratio of 15.9% at the end of 1Q10.

Consistent with DBRS' methodology for rating secured instruments,
DBRS rates the First Lien Credit Facility three notches above the
Issuer Rating.  The notching reflects DBRS' view that recovery, in
the case of default, will be greater than 90%.  The high-recovery
postulation considers the overall quality of the assets and the
values of the assets have been marked-to-fair value as part of the
fresh start accounting. Indeed at March 30, 2010, coverage on the
First Lien Facility, at 3.2x, was well-above covenant requirements
of 2.5x.  Moreover, coverage has improved since quarter end given
the $1.5 billion debt extinguishment on the first lien facility
post quarter end.  The Series B Notes receive a one-notch benefit,
reflecting DBRS' view that the recovery may be less than the first
lien notes.  Finally, the ratings of the Series A Notes reflect
DBRS' view that recovery would be less than the first lien notes
and Series B Notes, but greater than the unsecured debt.

The Positive trend reflects DBRS' expectations that the Company
should continue to make progress in improving and diversifying its
funding profile, while restoring underlying profitability.
Further, DBRS anticipates CIT positively resolving the regulatory
concerns at the bank, which should allow progress in the Company's
shift to a "bank-centric" funding model and reduced reliance on
wholesale funding markets.


CITY CAPITAL: Delays Filing of Quarterly Report on Form 10-Q
------------------------------------------------------------
City Capital Corp. said it could not file its quarterly report
Form 10-Q for the first quarter ended March 31, 2010, with the
Securities and Exchange Commission.

Franklin, Tenn.-based City Capital is a professional management
and diversified holding company engaged in leveraging investments,
holdings and other assets to build value for investors and
shareholders.

The Company's balance sheet as of September 30, 2009, showed
$3,011,072 in assets and $8,450,591 of debts, for a stockholders'
deficit of $5,439,519.  The Company said its net loss and
accumulated deficit of $16,844,167 as of September 30, 2009, raise
substantial doubt as to its ability to continue as a going
concern.


COMMUNICATIONS INTELLIGENCE: Posts $1.6M Net Loss for March 31 Qtr
------------------------------------------------------------------
Communications Intelligence Corporation filed its quarterly report
on Form 10-Q, disclosing a net loss of $1.6 million on $207,000 of
total revenue for the three months ended March 31, 2010, compared
with a net loss of $1.3 million on $246,000 of total revenue
during the same period a year ago.

The Company's balance sheet at March 31, 2010, showed $5.0 million
in total assets and $5.9 million in total liabilities, for a
$909,000 total stockholders' deficit.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?630b

                 About Communication Intelligence

Headquartered in Redwood Shores, California, Communication
Intelligence Corporation and its joint venture is a supplier of
electronic signature solutions for business process automation in
the financial industry as well as the recognized leader in
biometric signature verification.

The Company's auditors -- GHP Horwath, P.C. in Denver, Colorado --
have expressed substantial doubt about its ability to continue as
a going concern.


COOPER-STANDARD: S&P Expects to Assign 'B+' to Emerged Company
--------------------------------------------------------------
Standard & Poor's Ratings Services announced that it expects to
assign its 'B+' corporate credit rating on Novi, Mich.-based auto
supplier Cooper-Standard Automotive Inc. following the company's
emergence from Chapter 11 bankruptcy protection later this month.
S&P expects to assign a stable outlook.

At the same time, Standard & Poor's assigned a preliminary 'B+'
rating and preliminary '3' recovery rating to the company's
$450 million, 8.5% senior unsecured notes due May 1, 2018.  The
notes were previously offered by the company.  Note proceeds are
subject to an escrow agreement, and the company expects the
proceeds to be released at emergence.

"S&P's expected corporate credit rating will reflect what S&P
consider to be Cooper-Standard's aggressive financial risk profile
and weak business risk profile following its emergence from
bankruptcy," said Standard & Poor's credit analyst Nancy Messer.
The U.S. Bankruptcy Court for the District of Delaware confirmed
the company's second amended plan of reorganization on May 12,
2010.  Under the terms of the plan, the company would reduce its
total debt by more than 50% from pre-bankruptcy levels.

The preliminary issue ratings and S&P's expected 'B+' corporate
credit rating are subject to Cooper-Standard's timely emergence
from bankruptcy and consummation of its plan of reorganization in
line with S&P's expectations, including the release of the
proceeds of its exit financing and consummation of its common
stock rights offering and its convertible perpetual preferred
stock offering.  Any meaningful changes to the capital structure
prior to or at emergence may result in Standard & Poor's assigning
different ratings.  If the proceeds of the notes are not released
from escrow as the company expects, S&P could withdraw the
preliminary ratings.  The preliminary ratings and the expected
'B+' corporate credit rating are also subject to final
documentation and its review of legal matters that S&P believes
are relevant to its analysis, as outlined in its criteria.  The
company has indicated that it expects to emerge from bankruptcy by
the end of May 2010.

Cooper-Standard sought Chapter 11 protection when global economic
weakness reduced automotive production, and the company cited this
as a factor in its decision to restructure its high debt through a
court-administered proceeding.  In S&P's view, operational
difficulties were not the main reason behind the decision to seek
Chapter 11 protection.  Still, as with virtually all auto
suppliers, the economic downturn triggered restructuring actions
and operational efficiency initiatives that S&P believes have
better-positioned the company for potential margin improvements
when production increases.

During bankruptcy, S&P believes Cooper-Standard was blocked from
bidding on new business with certain non-Michigan-based customers,
although it continued to submit quotes for new business from other
customers.  S&P believes the lack of significant awards for future
business will reduce new-business launches for Cooper-Standard in
the two to three years following emergence.

S&P expects to assign a stable outlook, which reflects its view
that Cooper-Standard's intermediate-term financial prospects will
support the 'B+' rating, in part because of the company's expected
reduction of permanent debt in the capital structure.  S&P also
base this expected outlook on its assumption that Cooper-
Standard's restructuring activities during the downturn and
ongoing operating efficiency initiatives have created some
sustainable margin improvement that should result in earnings and
free cash generation as vehicle production rises somewhat, year
over year, with expected inventory rebuilding in North America.
In Europe, S&P assume the company can benefit from an improved
product mix, despite S&P's expectation that auto sales there will
be flat or down slightly, year over year, in 2010.

S&P could raise the expected ratings if S&P believed Cooper-
Standard could achieve and sustain meaningful free cash
generation, but S&P currently do not expect this in 2010 or 2011.
To consider raising the ratings, S&P would need to conclude that
the company could achieve and sustain pension- and lease-adjusted
leverage of 3.0x or less, and FFO/TD of 20% or better.  For
example, S&P assume Cooper-Standard could reach 3x adjusted
leverage if it could achieve EBITDA of at least $200 million and
sustainable EBITDA margins of 9%.  S&P would also need to conclude
that any use of its large cash balances would be consistent with
its expectations for a higher rating.

Alternatively, S&P could lower the expected ratings if S&P
believed auto industry markets would not improve as S&P assume or
if the economic recovery falters, thereby preventing the company
from achieving the financial measures in 2010 that S&P expects for
the 'B+' rating (EBITDA of about 3.5x at Dec. 31, 2010, and FFO/TD
of 13.5% or better).  S&P could also consider lowering the ratings
if S&P believed the company would have  more than $25 million in
negative free cash generation in 2010 or 2011 because of lower
revenues, atypically high commodity costs, unexpected higher
capital spending, or impaired margins.  S&P could also lower the
expected ratings if Cooper-Standard makes a transforming
acquisition with available cash or makes a debt-financed
acquisition, or if the new board of directors adopts a radically
different business strategy or financial policies.

Standard & Poor's has provided the foregoing independent credit
opinions based on the information that has been provided.  In
offering such opinions, Standard & Poor's is independent from the
engaging company and any parties to the bankruptcy proceeding.
S&P does not advise, advocate, or support any particular plan of
reorganization, and a rating opinion does not indicate whether the
plan is fair, reasonable, or appropriate or likely to be confirmed
as the basis for the company's emergence from bankruptcy.  The
issue and recovery ratings assigned by Standard & Poor's to issues
prior to exiting bankruptcy are preliminary, are S&P's current
opinion of the final ratings that S&P expects to assign at a
future date, and subsequent developments or changes to the plan or
information considered by us in S&P's analysis could result in
final conclusions that differ from the preliminary ratings.
Issuer ratings provided by Standard & Poor's prior to exiting
bankruptcy are its current opinion of ratings that S&P expects to
assign at a future date, and subsequent developments or changes to
the plan or information considered by us in S&P's analysis could
result in final conclusions that differ from the expected ratings
and outlook.  Rating opinions provided by Standard & Poor's to a
company in bankruptcy are assumed to be used in accordance with
all applicable laws.


CRABTREE & EVELYN: Names Stephen Bestwick as President
------------------------------------------------------
Eric Gershon at Hardford Courant reports that Crabtree & Evelyn
Ltd. promoted active president Stephen W. Bestwick to president.

                     About Crabtree & Evelyn

Woodstock, Connecticut-based Crabtree & Evelyn, Ltd. --
http://www.crabtree-evelyn.com/-- has evolved from a small,
family-run business, to a company with worldwide manufacturing and
distribution capabilities, worldwide distribution channels and 126
retail locations in the United States, making it well-known and
respected for its English-style elegance. Through a multi-channel
sales strategy, including sales through retail, wholesale, export,
affiliate and internet channels, it manufactures and distributes
its products worldwide.

The Company is a direct, wholly owned subsidiary of Crabtree &
Evelyn Holdings Limited.  Crabtree & Evelyn Holdings is a direct,
wholly-owned subsidiary of CE Holdings Ltd., a British Virgin
Islands based investment holding company. CE Holdings is a direct,
wholly-owned subsidiary of KLKOI.  KLKOI is a direct, wholly owned
subsidiary of Kuala Lumpur Kepong Berhad, a Malaysian corporation
("KLK").  KLK is a Malaysian public limited liability company, the
stock of which is publicly traded on the Kuala Lumpur stock
exchange.

The Company filed for Chapter 11 on July 1, 2009 (Bankr. S.D.N.Y.
Case No. 09-14267).  Lawrence C. Gottlieb, Esq., at Cooley Godward
Kronish LLP, represents the Debtor in its restructuring efforts.
The Debtor has hired employ Clear Thinking Group LLC as financial
advisor; KPMG Corporate Finance LLC as real estate consultant;
Epiq Bankruptcy Solutions LLC as claims agent.  The Debtor had
assets and debts both ranging from $10 million to $50 million as
of the petition date.

The U.S. Bankruptcy Court for the Southern District of New York
confirmed Crabtree & Evelyn, Ltd.'s reorganization plan in January
2010.


CREDITWEST CORP: U.S. Trustee Forms 5-Member Creditors Panel
------------------------------------------------------------
Sara L. Kistler, Acting U.S. Trustee for Region 17, appointed five
members to the official committee of unsecured creditors in the
Chapter 11 case of CreditWest Corporation.

The Creditors Committee members are:

1. Giulano R. Delapa
   1307 N Texas Street
   Fairfield, CA 94533
   E-mail: rdelapa@aol.com

2. Fito's Auto Sales
   Attn: Fito Ramero
   3566 Santa Rosa Ave.
   Santa Rosa, CA 95407
   E-mail: fitosautosales@hotmail.com

3. Sandra L. Geary Trust
   Sandra L. Geary
   3383 Jaylee Drive
   Santa Rosa, CA 95404
   E-mail: sandygeary@bigplanet.com

4. Elias Tannous
   901 Lake Mendocino Drive
   Ukiah, CA 95482
   E-mail: warrantymotors@sbcglobal.net

5. Mason Or Janalyn Hoburg Trust
   Attn: Mason Hoburg
   2514 Fulton Place
   Santa Rosa, CA 95401
   E-mail: horburg@sonic.net

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

Rohnert Park, California-based CreditWest Corporation filed for
Chapter 11 bankruptcy protection on April 4, 2010 (Bankr. N.D.
Calif. Case No. 10-11212).  Steven M. Olson, Esq., at the Law
Offices of Steven M. Olson, assists the Company in its
restructuring effort.  The Company estimated its assets and debts
at $10,000,001 to $50,000,000.


CREDITWEST CORP: Files Schedules of Assets and Liabilities
----------------------------------------------------------
Creditwest Corporation filed with the U.S. Bankruptcy Court for
the Northern District of California its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $14,752,863
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $6,969,087
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $58,586
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $8,390,578
                                 -----------      -----------
        TOTAL                    $14,752,863      $15,418,251

Rohnert Park, California-based CreditWest Corporation filed for
Chapter 11 bankruptcy protection on April 4, 2010 (Bankr. N.D.
Calif. Case No. 10-11212).  The Company estimated its assets and
debts at $10,000,001 to $50,000,000.


CRESCENT RESOURCES: Wins Confirmation of Plan of Reorganization
---------------------------------------------------------------
Crescent Resources has received approval from the Bankruptcy Court
of its Plan of Reorganization, positioning the company to exit
bankruptcy in early June.

Upon emergence, Crescent will have a significantly improved
capital structure, having eliminated over $1 billion of debt from
its balance sheet through the restructuring process.  In addition,
Crescent has secured $150 million in exit financing from a group
of lenders led by UBS and Aladdin Capital, the proceeds of which
will refinance the company's outstanding Debtor-in-Possession
borrowings, fund exit costs and provide working capital for the
company's operations.

Andrew Hede, Chief Executive Officer and Chief Restructuring
Officer of Crescent Resources said, "We are very excited about the
Court's confirmation of the plan, which effectively marks the
conclusion of the restructuring process and a new beginning for
Crescent Resources.  We will emerge as a stronger company with
less debt and greater financial flexibility, and we are very
excited about the future.  We have a solid underlying business
model with many very attractive assets.  We have a highly
experienced team with strong relationships and industry-leading
partners.  And, importantly, we are well positioned to capitalize
on the improving economic and industry environment."

Hede continued, "I want to thank our customers, business partners
and vendors for their cooperation and understanding as we
completed the restructuring process.  Most importantly, I want to
thank our dedicated employees, whose continued hard work allowed
us to move through this quickly and successfully while delivering
the highest level of service to our customers."

Significant terms of the Plan of Reorganization include:

-- Holders of prepetition secured debt will receive a combination
   of reinstated debt and 100% of the equity of the reorganized
   company.

-- General unsecured creditors of the company shall receive an
   interest in a litigation trust to be formed as part of the
   Plan.

-- Various project level lenders shall have their existing debt
   reinstated.

Crescent Resources, LLC filed for protection under Chapter 11 of
the U.S. Bankruptcy Court in the Western District of Texas, Austin
Division on June 10, 2009.  Crescent filed its plan of
reorganization on January 29, 2010.

                    About Crescent Resources

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

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


DBSD NORTH AMERICA: Asks for Plan Exclusivity Until Oct. 7
----------------------------------------------------------
DBSD North America Inc. won confirmation of its Chapter 11 plan in
November.  However, it has not yet implemented the plan because it
is still awaiting permission from the Federal Communications
Commission to transfer licenses.

According to Bloomberg News, just in case FCC approval isn't
forthcoming, DBSD filed a motion last week for an extension from
June 9 to Oct. 7 of the exclusive right to propose a plan.

                     About DBSD North America

Headquartered in Reston, Virginia, DBSD North America Inc. aka ICO
Member Services Inc. offers satellite communications services.
It has launched a satellite, but is in the developmental stages of
creating a satellite system with components in space and on earth.
It presently has no revenues.

The Company and nine of its affiliates filed for Chapter 11
protection on May 15, 2009 (Bankr. S.D.N.Y. Lead Case No.
09-13061).  James H.M. Sprayregen, Esq., Christopher J. Marcus,
Esq., at Kirkland & Ellis LLP, in New York; and Marc J. Carmel,
Esq., Sienna R. Singer, Esq., at Kirkland & Ellis LLP, in Chicago,
serve as the Debtors' counsel.  Jefferies & Company is the
proposed financial advisors to the Debtors.  The Garden City Group
Inc. is the court-appointed claims agent for the Debtors.  When
the Debtors sought for protection from their creditors, they
listed between $500 million and $1 billion each in assets and
debts.


DEFI GLOBAL: Chisholm Bierwolf Raises Going Concern Doubt
---------------------------------------------------------
DeFi Global, Inc., formerly Lion Capital Holdings, Inc., filed on
May 18, 2010, its annual report on Form 10-K for the year ended
December 31, 2009.

Chisholm, Bierwolf, Nilson & Morrill, in Bountiful, Utah,
expressed substantial doubt about the Company's ability to
continue as a going concern after auditing the Company's financial
statements for the year ended December 31, 2009.  The independent
auditors noted that the Company has suffered recurring losses from
operations, has a working capital deficit and is dependent of
financing to continue operations.

The Company reported a net loss of $3.4 million on $608,109 of
revenue for 2009, compared with a net loss of $4.3 million on
$37,217 of revenue for 2008.

The Company's balance sheet as of December 31, 2009, showed
$2.9 million in assets and $5.6 million of liabilities, for a
stockholders' deficit of $2.7 million.

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

                http://researcharchives.com/t/s?62f8

Scottsdale, Ariz.-based DeFi Global, Inc. (OTC BB: LCHL) is
focused on the development, operation and expansion of the
business acquired with the acquisition of DeFi Mobile, Ltd.  DeFi,
through its Mobile subsidary, has architected, built and deployed,
a Large IP Network infrastructure that can host, support and
deliver Applications and Services including voice, video, gaming,
multi-media, and digital content over the internet to hot spots,
desktop computers and all manner of handheld devices.  Called the
"DeFi Global Network", this Network can provide global mobile
broadband service at speed comparable to fixed wire broadband for
multiple mobile Internet access devices, or IADs.


DELTA MUTUAL: Delays Filing of Quarterly Report on Form 10-Q
------------------------------------------------------------
Delta Mutual Inc. said it could not files its quarterly report
Form 10-Q for the period ended March 31, 2010, on time with the
Securities and Exchange Commission.  The Company said the
management is in the process of finalizing the operating results
of the first quarter of the 2010 fiscal year.

                        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.


DIETZE CONSTRUCTION: Economic Woes Prompt Chapter 11 Filing
-----------------------------------------------------------
Tierney Plumb at Washington Business Journal reports that Dietze
Construction Group Inc. filed for Chapter 11 in the U.S.
Bankruptcy Court for the Eastern District of Virginia, listing
both assets and debts of between $1 million and $10 million.

Dietze Construction is one of the top 20 general contractors in
the Washington area.

"The economy has had a tremendous impact on our industry as a
whole, and Dietze is no exception," said CEO Ralph Dietze.  "These
economic realities have forced us to file Chapter 11."

Business Journal says the Chapter 11 filing means its plan to be
acquired by Suffolk Construction Co. Inc., a Boston-based
construction giant, will be in the hands of the bankruptcy court.
Suffolk announced in January it was buying Dietze to bulk up its
existing presence in the mid-Atlantic area. Terms were not
disclosed.


DON WHITE: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: Don Grover White
        2204 Paiute Meadows Drive
        Las Vegas, NV 89134

Bankruptcy Case No.: 10-19402

Chapter 11 Petition Date: May 21, 2010

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

Judge: Linda B. Riegle

Debtor's Counsel: Amy N. Tirre, Esq.
                  Law Offices of Amy N. Tirre
                  3715 Lakeside Drive, Suite A
                  Reno, NV 89509
                  Tel: (775) 828-0909
                  Fax: (775) 828-0914
                  E-mail: amy@amytirrelaw.com

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

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

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

The petition was signed by the Debtor.


DUTCH GOLD: Posts $1.0 Million Net Loss in March 31 Quarter
-----------------------------------------------------------
Dutch Gold Resources, Inc., filed its quarterly report on Form
10-Q, disclosing a net loss of $1,035,447 for the three months
ended March 31, 2010, compared with a net loss of $942,189 for the
same period of 2009.  The Company generated no revenue in both
quarters.

The Company's balance sheet as of March 31, 2010, showed
$4,145,890 in assets and $5,336,775 of liabilities, for a
stockholders' deficit of $1,190,885.

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

               http://researcharchives.com/t/s?62f6

                         About Dutch Gold

Based in Atlanta, Ga., Dutch Gold Resources, Inc. (OTC: DGRI)
-- http://www.dutchgoldresources.com/-- is a junior gold miner
focused on developing its existing mining properties in North
America and acquiring and developing new mines that can enter into
production in 12 to 24 months.  The Company maintains two mining
projects and a milling operation near Grants Pass, in southern
Oregon.

Gruber & Company, LLC, in Lake Saint Louis, Mo., expressed
substantial doubt about the Company's ability to continue as a
going concern after auditing the Company's financial statements
for the year ended December 31, 2009.  "The Company's continuance
is dependent on raising capital and generating revenues sufficient
to sustain operations.  The Company believes that the necessary
capital will be raised and has entered into discussions to do so
with certain individuals and companies.  However, as of the date
of these consolidated financial statements, no formal agreement
exists."


EASTON-BELL SPORTS: Posts $122,000 Net Income for April 3 Quarter
-----------------------------------------------------------------
Easton-Bell Sports Inc. filed its quarterly report on Form 10-Q,
reporting a net income of $122,000 for the fiscal quarter ended
April 3, 2010, compared with a net income of $975,000 during the
same period a year ago.

The Company had net sales of $194.1 million for the first quarter
of fiscal 2010, an increase of 5.0% as compared to $184.9 million
of net sales for the first quarter of fiscal 2009.  Operating
income was $11.7 million for the first quarter of fiscal 2010, an
increase of $1.8 million, or 18.0% as compared to $9.9 million for
the first quarter of fiscal 2009.

The Company's balance sheet at April 3, 2010, revealed
$969.0 million in total assets and $602.6 million in total
liabilities, for a stockholder's equity of $366.3 million.

"Overall our results were in line with expectations as we
generated increased top line sales in the quarter while improving
our operating margins which resulted in profit growth at a higher
rate than sales," said Paul Harrington, President and Chief
Executive Officer.  "We are encouraged that our new product
introductions were well-received by retailers and consumers as we
refine and improve our go to market process across our business
segments."

Team Sports net sales increased $11.6 million or 10.8% in the
first quarter of fiscal 2010, as compared to the first quarter of
fiscal 2009, or an 8.3% increase on a constant currency basis, due
to increased sales of baseball, softball and football equipment as
well as gains in apparel.

Action Sports net sales decreased $2.4 million, or 3.1% for the
first quarter of fiscal 2010, as compared to the first quarter of
fiscal 2009, or a 4.4% decrease on a constant currency basis.  The
decrease in Action Sports net sales reflects lower helmet and
accessory sales in the specialty cycling channel, partially offset
by growth in sales of snowsports helmets and strong sales of
licensed cycling helmets and accessories and fitness related
products in the Mass channel.

The Company's gross margin for the first quarter of fiscal 2010
was 33.4%, as compared to 32.6% for the first quarter of fiscal
2009. The margin improvement related primarily to increased sales
of higher margin products, lower sourced product costs, improved
efficiencies in our Mexico operations, lower close-out sales and
gains in foreign currency exchange rates, all of which were
partially offset by higher royalties on licensed product sales and
increased write-offs of specialty inventory.

The Company's operating expenses for the first quarter of fiscal
2010 were 25.7% of net sales, as compared to 25.4% of net sales
for the first quarter of fiscal 2009.  The increase is due
primarily to higher depreciation related to increased IT assets
and investments in marketing and research and development, which
were partially offset by reduced spending on sales support and
events.

The Company's Adjusted EBITDA was $20.8 million for the first
quarter of fiscal 2010, an increase of $2.7 million, or 14.8%, as
compared to $18.1 million of Adjusted EBITDA for the first quarter
of fiscal 2009. A detailed reconciliation of Adjusted EBITDA to
net income, which the Company considers to be the most closely
comparable GAAP financial measure, is included in the section
entitled "Reconciliation of Non-GAAP Financial Measures,"

                        Balance Sheet Items

Net debt totaled $396.0 million as of April 3, 2010, an increase
of $13.5 million compared to the net debt amount at January 2,
2010 of $382.5 million.  The increase in net debt versus last year
is due to an increase in debt and capital lease obligations of
$9.1 million, and a decrease in cash of $4.4 million.  Working
capital as of April 3, 2010 was $216.1 million as compared to
$211.2 million as of January 2, 2010. Inventories declined $8.6
million, or 6.7% during the quarter while sales increased 5.0%.
The company ended 2009 with inventories that are of a higher
quality which contributed to our margin improvement in the quarter
as close-out sales were lower.

The Company had substantial borrowing capability as of April 3,
2010, with $123.5 million of additional borrowing ability under
the revolving credit facility.

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

                     About Easton-Bell Sports

Easton-Bell Sports, Inc. -- http://www.eastonbellsports.com/--
designs, develops and markets innovative sports equipment,
protective products and related accessories under authentic
brands.  The Company markets and licenses products under such
well-known brands as Easton, Bell, Riddell, Giro and Blackburn.
Headquartered in Van Nuys, California, the Company has 29
facilities worldwide.

                           *     *     *

As reported by the Troubled Company Reporter on November 24, 2009,
Standard & Poor's Ratings Services lowered its rating on Easton-
Bell Sports' proposed seven-year senior secured notes.  S&P
lowered the rating to 'CCC+' (one notch less than the counterparty
credit rating on Easton-Bell) from 'B-' and revised the recovery
rating to '5', which indicates S&P's expectation for modest (10%
to 30%) recovery in the event of a payment default or bankruptcy,
from '4'.  The Company carries S&P's B-/Positive/-- Corporate
credit rating.

The TCR said November 18, 2009, Moody's Investors Service rated
Easton-Bell's $325 million secured notes B3 and affirmed its B3
corporate family rating and B3 probability of default rating.  At
the same time, Easton-Bell's speculative grade liquidity rating
was upgraded to SGL 3 from SGL 4.  The rating outlook was revised
to positive.


EAT AT JOE'S: Posts $186,000 Net Loss for March 31 Quarter
----------------------------------------------------------
Eat At Joe's Ltd. filed its quarterly report on Form 10, reporting
a net loss of $185,598 on $163,985 of total revenue for the three
months ended March 31, 2010, compared with a net income of $51,136
on $184,145 of total revenue during the same period a year
earlier.

The Company's balance sheet at March 31, 2010, showed $1.6 million
in total assets and $5.1 million in total liabilities, for a $3.4
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?630c

Scarsdale, N.Y.-based Eat at Joe's, Ltd., presently owns and
operates one theme restaurant located in Philadelphia,
Pennsylvania.


EDUCATE INC: S&P Affirms Corporate Credit Rating at 'B-'
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit rating on Baltimore, Md.-based tutoring center operator
Educate Inc.  The rating outlook is stable.

At the same time, S&P withdrew the 'B+' issue-level rating and '1'
recovery rating on the company's first-lien credit facilities, as
a result of its repayment of the first-lien term loan and
termination of the revolving credit facility.

S&P also revised S&P's recovery rating on Educate's second-lien
term loan to '4', indicating its expectation of average (30% to
50%) recovery for lenders in the event of a payment default, from
'6'.  S&P raised the issue-level rating on this debt to 'B-' (at
the same level as the 'B-' corporate credit rating on the company)
from 'CCC', in conjunction with S&P's notching criteria for a '4'
recovery rating.

"Despite Educate's minimal headroom on its second-lien leverage
covenant, S&P expects the company will be able to maintain
positive discretionary cash flow, even if a potential amendment of
its credit agreement causes its interest expense to rise," said
Standard & Poor's credit analyst Deborah Kinzer.

S&P's 'B-' rating reflects Educate's weak operating performance,
declining same-store sales trends, and thin margin of compliance
with its second-lien bank covenant.  Minimal positive factors are
its good market position in the highly fragmented after-school
tutoring business and its modest discretionary cash flow.

Educate is the nationwide franchisor of Sylvan Learning Centers.
The company has a 16% market share in the highly fragmented after-
school, private-pay tutoring sector.  Profitability has been weak
because royalty fees from the company's learning center
franchisees have declined.  Franchisee same-store sales contracted
for the past three years.  Although same-store royalties rose
slightly year over year in the first quarter of 2010, this was
partly because of center closures.  Overall franchise sales
declined because of fewer centers, and revenue per enrollment
continued to fall.  To reduce its debt burden, Educate sold two
business units over the past two years and used the proceeds to
repay term loan borrowings.  The company paid down the remainder
of its first-lien term loan in the first quarter of 2010.

For the 12 months ending March 31, 2010, lease-adjusted coverage
of interest was 3.1x, up from 2.8x in 2009 (with the divested
Sch?lerhilfe European tutoring business included in discontinued
operations), and lease-adjusted debt to EBITDA improved to 3.7x
from 3.9x, mainly because of lower debt balances.  Discretionary
cash flow was positive for the 12 months ended March 2010.  EBITDA
conversion into discretionary cash flow was 76%, because of the
company's relatively low interest expense and low capital
spending.  Even following repayment of the first-lien term loan
and termination of the revolving credit facility, headroom under
the company's looser second-lien leverage covenant remains
extremely thin, with only a 2% EBITDA cushion of compliance.  The
second-lien leverage covenant tightens in the first quarter of
2011.  S&P believes that Educate will need to continue directing
its discretionary cash flow and cash balances to debt repayment in
order to stay in compliance.


EL POLLO: S&P Junks Corporate Credit Rating From 'B-'
-----------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
unsolicited corporate credit rating on El Pollo Loco Inc. to 'CCC'
from 'B-'.  The rating outlook is negative.

"The downgrade reflects S&P's view that performance will remain
challenged in 2010, leaving the company with very tenuous
liquidity in 2011," said Standard & Poor's credit analyst Charles
Pinson-Rose.

S&P also lowered the issue-level on the company's senior secured
revolving facility to 'B-' from 'B+' and maintained a '1' recovery
rating, indicating S&P's expectation of very high (90%-100%)
recovery of principal in the event of default.  S&P also lowered
its issue-level rating on the company's second-lien notes to
'CCC+' from 'B' and maintained its '2' recovery rating, indicating
its expectation of substantial (70%-90%) recovery of principal in
the event of default.  S&P also lowered the issue-level rating on
the company's senior unsecured notes due in 2013 with
$106.3 million outstanding to 'CC' from 'CCC', and maintained the
'6' recovery rating, indicating its expectation of negligible (0-
10%) recovery of principal in the event of default.

The deeply speculative grade rating on Costa Mesa, Calif.-based El
Pollo Loco Inc. reflects S&P's view that it may have insufficient
liquidity in 2011 and may need to restructure its debt,
potentially leading to a selective default.


ELITE AUTO: Case Summary & 7 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Elite Auto Discount Group, LLC
        6040 N. Camelback Manor
        Paradise Valley, AZ 85253

Bankruptcy Case No.: 10-15934

Chapter 11 Petition Date: May 21, 2010

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

Judge: Randolph J. Haines

Debtor's Counsel: Michael G. Tafoya, Esq.
                  P.O. Box 80495
                  Phoenix, AZ 85060
                  Tel: (602) 539-2426
                  Fax: (866) 263-6419
                  E-mail: michael.tafoya@azbar.org

Scheduled Assets: $2,300,001

Scheduled Debts: $1,951,602

The petition was signed by Walter Kabat, manager.

Debtor's List of 7 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Walter Kabat                                     $20,750

Fidelity Estate &                                $17,500
Financial Group, LLC

Saguaro Remodeling                               $9,000

National Construction                            $8,750
Company, LLC

Loans Modified                                   $7,850
America, LLC

Janusz Mielnicki                                 $6,852

Artur Sikorski                                   $5,900


EMERALD TRAILS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Emerald Trails, LLP
        2927 Rockwall Court
        Davis, CA 95618

Bankruptcy Case No.: 10-43396

Chapter 11 Petition Date: May 22, 2010

Court: U.S. Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: Russell F. Nelms

Debtor's Counsel: Eric A. Liepins, Esq.
                  Eric A. Liepins, P.C.
                  12770 Coit Road, Suite 1100
                  Dallas, TX 75251
                  Tel: (972) 991-5591
                  E-mail: eric@ealpc.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/txnb10-43396.pdf

The petition was signed by Ken Knutson, managing Member of General
Partner.


ENERGAS RESOURCES: Smith Carney Raises Going Concern Doubt
----------------------------------------------------------
Smith, Carney & Co. P.C. has expressed substantial doubt against
Energas Resources Inc.'s ability as a going concern after auditing
the Company's results for the fiscal year ended January 31, 2010.

In its Form 10-K filed with the U.S. Securities and Exchange
Commission, the Company reported a net loss of $1.9 million on
$165,794 of total revenue for the year ended Jan. 21, 2010,
compared with a net loss of $2.4 million on $284,297 total revenue
during the same period a year ago.

The Company's balance sheet for Jan. 21, 2010, showed $7.4 million
in total assets and $967,392 in total liabilities, for a total
stockholders' equity of $6.5 million.

The Company is in the process of acquiring and developing
petroleum and natural gas properties with adequate production and
reserves to operate profitably.  As of January 31, 2010, the
Company had incurred losses for the years ended January 31, 2010
and 2009 of $1.9 million and $2.4 million, respectively.  Energas
said, "The Company's ability to continue as a going concern is
dependent upon obtaining financing and achieving profitable levels
of operations.  The Company is now seeking additional funds and
additional mineral interests through private placements of equity
and debt instruments.  There can be no assurance that its efforts
will be successful."

A full-text copy of the Company's Form 10-K is available for free
at http://ResearchArchives.com/t/s?630e

                      About Energas Resources

Based in Oklahoma City, Oklahoma, Energas Resources Inc. (OTC BB:
EGSR) -- http://www.energasresources.com/-- is primarily engaged
in the operation, development, production, exploration and
acquisition of petroleum and natural gas properties in the
United States through its wholly-owned subsidiary, A.T. Gas
Gathering Systems Inc.  In addition, the company owns and operates
natural gas gathering systems located in Oklahoma, which serve
wells operated by the company for delivery to a mainline
transmission system.  The majority of the company's operations are
maintained and occur through A.T. Gas.


ESCOM LLC: Sex.com Domain Name to be Sold in Bankruptcy Court
-------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Escom LLC has reached
a settlement with creditors regarding the sale of its key asset.
The settlement calls for the sale of the "sex.com" domain under
procedures to be approved by the bankruptcy court.  The settlement
says that Sedo.com LLC is to be the exclusive agent to market and
sell the property.  Terms of the marketing and sale weren't
disclosed.  If approved by the judge, the settlement would have
net sale proceeds immediately turned over to secured creditors,
with any surplus available for unsecured creditors and Escom's
owners.

Three creditors filed an involuntary Chapter 11 petition March 17
against Escom (Bankr. C.D. Calif. Case No. 10-13001).  The
petition halted foreclosure by secured creditor DOM Partners LLC,
owed $4.5 million.  The companies that filed the involuntary
petition are controlled by an individual named Michael Mann, who
is Escom's manager.

According to Bloomberg, the bankruptcy court denied a motion by
DOM to dismiss the petition as having been filed in bad faith.
The judge also refused to allow DOM to continue foreclosure.

A motion for the appointment of a Chapter 11 trustee is pending.


EVERGREEN GAMING: Nevada Gold Completes Mini-Casinos Acquisition
----------------------------------------------------------------
Nevada Gold & Casinos, Inc. disclosed that the bankruptcy court
bidding process for the acquisition of up to seven mini-casinos in
Washington was completed on May 21.  No other qualified bidders
filed proposals with the Court.  The sale hearing has been
scheduled for May 28, 2010.

"We are very pleased that the bidding process is complete and we
are looking forward to the sale hearing date this Friday.  We are
currently in the process of acquiring the gaming and liquor board
licenses for these properties and hope to close the deal on most
of the casinos within 30-60 days," said Robert Sturges, CEO of
Nevada Gold.

"We expect that we will be acquiring these mini-casinos at an
effective EBITDA multiple of between three and four times and
believe that we will be able to significantly leverage our
existing Washington infrastructure to seamlessly integrate these
new acquisitions.  The recent trends for our existing three mini-
casinos in Washington have performed above our expectations for
calendar year 2010 to date.  We expect to put the know-how and
experience we have gained so far in Washington to good use in the
operation of the Evergreen mini-casinos," Mr. Sturges concluded.

The casinos are currently owned by subsidiaries of Evergreen
Gaming Corporation ("Evergreen"), a British Columbia corporation,
which is under bankruptcy court protection due to a burdensome
debt structure.  The transaction will be financed by cash on hand
as well as a $5.1 million note issued to Evergreen's current
senior lender.

The seven casinos are The Silver Dollar Seatac, The Silver Dollar
Renton, The Silver Dollar Mill Creek, The Silver Dollar Tukwila,
Club Hollywood, located in Shoreline, the Royal Casino located in
Everett and The Golden Nugget Casino located in Tukwila.  All of
the casinos are located in western Washington.  Combined, the
seven facilities have a total of approximately 100 table games
including blackjack, Spanish 21 and other popular banked table
games.

Closing of the acquisition is subject to other customary closing
conditions, including licensing, necessary lease transfers and
final bankruptcy court approval, among other conditions.

                      About Nevada Gold

Nevada Gold & Casinos, Inc. of Houston, Texas is a developer,
owner and operator of gaming facilities in Colorado and
Washington.  The Colorado Grande Casino in Cripple Creek,
Colorado, the Crazy Moose Casino in Pasco, Washington, the Coyote
Bob's Roadhouse Casino in Kennewick, Washington and the Crazy
Moose Casino in Mountlake Terrace, Washington are wholly owned and
operated by Nevada Gold.  The Company has an interest in Buena
Vista Development Company, LLC which is working with the Buena
Vista Rancheria of Me-Wuk Indians on a Native American casino
project to be developed in the city of Ione, California. For more
information, visit http://www.nevadagold.com/

                       About Evergreen Gaming

British Columbia-based Evergreen Gaming Corporation --
http://www.evergreengaming.com/-- and its affiliates own and
operate 10 casinos in Washington State and a 100,000 square-foot
casino in Calgary, Alberta.

Deloitte & Touche Inc. filed a Chapter 15 petition for Evergreen
Gaming and its affiliates on April 15, 2009 (Bankr. W.D. D.C. Case
No. 09-13567).  The Debtors has $1 million to $10 million in
assets and $10 million to $50 million in debts.


FLYING J: Sparring With Plains All American Over Petroleum
----------------------------------------------------------
Bill Rochelle at Bloomberg News reports that subsidiaries of
Plains All American Pipeline LP has commenced an adversary
proceeding before the Bankruptcy Court to seek judgement that they
completely and properly foreclosed 180,000 barrels of petroleum
before Flying J Inc. filed for Chapter 11 in December 2008.

According to Bloomberg, Plains said that Flying J subsidiary Big
West Oil LLC defaulted on futures contracts.  Plains contends it
completed foreclosure of 180,000 barrels of products that at the
time were worth $21 to $31 a barrel.  Plains says it was left with
$15.6 million in claims that it asserted in the Chapter 11 case.

Now that the price of the products has risen to $60 to $65 a
barrel, Plains says Flying J asserts that the foreclosures weren't
completed before bankruptcy and that Plains has violated the
automatic stay by not turning over the products, according to the
report.

Bloomberg relates that Plains argues in its lawsuit that the
bankruptcy judge should rule that the foreclosure was complete
before bankruptcy and that the prices should be those at the time.
Even if the foreclosure weren't complete, Plains says that 100,000
barrels involved futures contracts which have exemptions from the
automatic stay and could be completed after bankruptcy.

                          About Flying J

Based in Ogden, Utah, Flying J Inc. -- http://www.flyingj.com/--
is among the 20 largest private companies in America, with 2007
sales exceeding $16 billion.  The fully integrated oil company
employs approximately 14,700 people in the U.S. and Canada through
its interstate operations, transportation, refining and supply,
exploration and production, as well as its financial services and
communications, divisions.

Flying J and six of its affiliates filed for bankruptcy on
December 22, 2008 (Bankr. D. Del. Lead Case No. 08-13384).  Flying
J sought Chapter 11 protections after a precipitous drop in oil
prices and disruption in the credit markets brought to bear
significant short-term pressure on the company's liquidity
position.

Attorneys at Kirkland & Ellis LLP represent the Debtors as
counsel.  Young, Conaway, Stargatt & Taylor LLP is the Debtors'
Delaware Counsel.  Blackstone Advisory Services L.P. is the
Debtors' investment banker and financial advisor.  Epiq Bankruptcy
Solutions LLC is the Debtors' notice, claims and balloting agent.
In its formal schedules submitted to the Bankruptcy Court, Flying
J listed assets of $1,433,724,226 and debts of $640,958,656.

An official committee of unsecured creditors has been appointed in
the case.  Pachulski Stang Ziehl & Jones LLP has been tapped as
counsel for the creditors' panel.


FORESTRY MUTUAL: A.M. Best Upgrades FSR to 'C++'
------------------------------------------------
A.M. Best Co. has upgraded the financial strength rating to C++
(Marginal) from C+ (Marginal) and issuer credit rating to "b+"
from "b-" of Forestry Mutual Insurance Company (FMIC) (Raleigh,
NC).  The outlook for both ratings has been revised to positive
from stable.

The ratings reflect FMIC's increasing surplus and positive
operating results as well as its expertise in loss control and
safety procedures needed for the higher hazard risks the company
insures.  Additionally, FMIC has benefitted from management's
initiatives taken in recent years to re-underwrite the business,
improve FMIC's geographic diversification into neighboring states
and to implement a zero tolerance for failure to comply with
safety requirements.  The positive outlook reflects A.M. Best's
expectation that FMIC's operating performance and risk-adjusted
capitalization will continue to improve in the medium term.

These positive rating factors are somewhat offset by the company's
limited business profile as well as by market and economic
conditions that create unique challenges for a single line niche
writer of workers' compensation insurance for forestry and logging
related risks.  In addition, while FMIC's performance has been
negatively affected by an increase in large claims, overall
frequency levels have significantly improved in recent years.
With a lowering of FMIC's retention levels during 2009 on its
reinsurance program, it is better protected from large losses; and
thus, reduced volatility in earnings is expected in the future.
Also mitigating the increase in larger claims is the effectiveness
of FMIC's safety program and strong reserving practices.


FORUM NATIONAL: Swings to C$5.3 Million Net Loss in FY 2009
-----------------------------------------------------------
Forum National Investments Ltd. filed on May 18, 2010, its annual
report on Form 20-F for the year ended September 30, 2009.

The Company reported a net loss of C$5.3 million on
C$3.7 million of revenue for the year ended September 30, 2009,
compared with a net loss of C$871,640 on C$3.7 million of revenue
for the same period of 2008.  Net income for the year ended
September 30, 2008, included a net gain on investment in life
settlement contracts of C$5.4 million, compared to C$775,207 for
the year ended September 30, 2009.

The Company's balance sheet as of March 31, 2010, showed
C$18.5 million in assets, C$12.0 million of liabilities, and
C$6.5 million of stockholders' equity.

"As at September 30, 2009, the Company has an accumulated deficit
of C$22.1 million and working capital of C$817,711.  The Company
anticipates incurring substantial expenditures to further develop
its life settlement and yacht charter lines of business.
Although, the Company has cash on hand of C$1.8 million and a
working capital surplus as at September 30, 2009, the Company's
cash flow from operating activities may not be sufficient to
satisfy its obligations as they come due as well as meeting the
requirements of its capital investment programs and covenants on
its long term debt.  These factors cast substantial doubt about
the Company's ability to continue as a going concern."

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

               http://researcharchives.com/t/s?62f7

Based in Vancouver, B.C., Forum National Investments Ltd. (OTC:
FMNLF) -- http://www.foruminvestments.com/-- operates in one
reporting segment: the travel and vacation club.  All of the
Company's operations, assets and employees are located in Canada.
The Company also invests in life settlement contracts in the
United States.  However, as at September 30, 2009, the life
settlement business does not constitute a clearly identifiable
business segment.


FX REAL ESTATE: Has $10MM Q1 Loss; Recovery from LV Unit Unlikely
-----------------------------------------------------------------
FX Real Estate and Entertainment Inc. filed its quarterly report
on Form 10-Q, reporting a net loss of $10.9 million on
$4.2 million of revenue for the three months ended March 31, 2010,
compared with a net loss of $2.8 million on $4.6 million of
revenue during the same period a year earlier.

The Company's balance sheet at March 31, 2010, showed
$141.3 million in total assets and $503.7 million in total current
liabilities and zero long-term liabilities, for a total
stockholders' deficit of $362.4 million.

FX Real Estate noted that it has previously disclosed, it is in
severe financial distress and may not be able to continue as a
going concern.  "The Company has no current cash flow and cash on
hand as of May 14, 2010 is not sufficient to fund its short-term
liquidity requirements, including its ordinary course obligations
as they come due."

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?6300

              Company's Remaining LV Unit in Ch. 11

The Company's remaining Las Vegas subsidiary, namely FX Luxury Las
Vegas I, LLC, filed a voluntary petition for relief under Chapter
11 (Bankr. D. Nev. Case No. 10-17015), pursuant to which the Las
Vegas Subsidiary presented its pre-packaged plan in accordance
with the Effective Lock Up Agreement with the first lien lenders
with respect to their mortgage loan, and the Newco Entities, two
corporate affiliates (LIRA Property Owner, LLC and its parent
LIRA, LLC) of Robert F.X. Sillerman, Paul C. Kanavos and Brett
Torino, who are directors, executive officers and/or greater than
10% stockholders of the Company.  The Effective Lock Up Agreement
contemplates the orderly liquidation of the Las Vegas Subsidiary
in the bankruptcy case by disposing of its Las Vegas Property
(approximately 17.72 contiguous acres of real property located at
the southeast corner of Las Vegas Boulevard and Harmon Avenue in
Las Vegas, Nevada) for the benefit of the Las Vegas Subsidiary's
(and its predecessor entities') creditors either pursuant to an
auction sale for at least $256 million or, if the auction sale is
not completed, pursuant to a prearranged sale to the Newco
Entities under the terms of the bankruptcy case's plan of
liquidation.

According to FX Real Estate, under the Liquidation Plan, it is
extremely unlikely it will receive any benefit from the
disposition of the Las Vegas Property.  The loss of the Las Vegas
Property, which is substantially the entire business of the
Company, will have a material adverse effect on the Company's
business, financial condition, prospects and ability to continue
as a going concern.  If the Company is to continue, then a new or
different business will need to be developed and there is no
assurance that such a business could or would be possible or that
the Company could obtain the necessary financing to allow
implementation of such business.

                        Derivative Lawsuit

As has previously been disclosed, on April 29, 2010, the Company
was notified that it has been named as a nominal defendant in a
derivative lawsuit filed on April 28, 2010 by stockholders The
Huff Alternative Fund, L.P. and The Huff Alternative Parallel
Fund, L.P. on behalf of the Company in the New York Supreme Court
in Manhattan, New York (Index No. 650338-10) against the Company's
directors Harvey Silverman, Michael J. Meyer, John D. Miller,
Robert Sudack, Paul C. Kanavos and Robert F.X. Sillerman, and
Brett Torino, a stockholder and former officer of the Company.
The filing of the lawsuit was precipitated by the Las Vegas
Subsidiary's filing of the bankruptcy case.   In its lawsuit, Huff
alleges that such director defendants and stockholder defendant,
as a former officer of the Company, breached their fiduciary
duties of care and loyalty to the Company, its creditors and its
non defendant stockholders by, among other things, (i) committing
or permitting acts of misconduct such as self-dealing and
disloyalty, without  justifiable excuse, (ii) causing the Company
to be contractually bound to transfer the Las Vegas Property to
the Newco Entities and (iii) usurping various corporate
opportunities with respect to the Las Vegas Property for which
Huff is seeking on behalf of the Company damages of not less than
$100 million, plus punitive damages.  In addition, Huff alleges
substantially the same claims against defendants Messrs. Kanavos
and Torino for which Huff is seeking on behalf of the Company
damages of not less than $50 million, plus punitive damages.   The
Company was formally served with the lawsuit on May 5, 2010.  The
Company believes the lawsuit is without merit and intends to
vigorously defend against it.  Huff has since filed a motion in
the Las Vegas Subsidiary's bankruptcy case to have a chapter 11
trustee appointed in the bankruptcy case to preempt implementation
of the Liquidation Plan citing substantially the same claims
alleged in Huff's foregoing lawsuit.

                       About FX Real Estate

Based in New York, FX Real Estate and Entertainment Inc. owns and
operates 17.72 contiguous acres of land located at the southeast
corner of Las Vegas Boulevard and Harmon Avenue in Las Vegas,
Nevada.  The Las Vegas property is currently occupied by a motel
and several commercial and retail tenants with a mix of short and
long-term leases.  The first lien lenders had a receiver appointed
on June 23, 2009, to take control of the property and as a
consequence, the property is no longer being managed or operated
by the Company.

The Company's balance sheet at December 31, 2009, showed
$141.0 million in assets and $494.1 million of debt, for a
stockholders' deficit of $353.1 million.

LL Bradford, in Las Vegas, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company is in default under the mortgage
loan, has limited available cash, has a working capital deficiency
and will need to secure new financing or additional capital in
order to pay its obligations.


GAYLORD ENTERTAINMENT: To Hold Call to Discuss Restoration Effort
-----------------------------------------------------------------
Gaylord Entertainment Co. will hold a conference call on
Wednesday, June 2, 2010 at 3:00 PM ET to update shareholders and
other constituents on the Company's restoration efforts following
the flood damage experienced at the Gaylord Opryland Resort and
the Company's other Nashville-based facilities on May 3, 2010.
Gaylord will also provide updated information on the Company's
efforts to relocate customers with events scheduled at the
Opryland in the next 180 days to additional Gaylord properties.

"We continue to make good progress as we work to assess, repair
and rebuild the damage inflicted by the historic flooding.  Our
Nashville-based assets have been stabilized and we have a large
group of contracting and remediation experts working to get us
back to business as soon as possible," said Colin V. Reed,
chairman and chief executive officer of Gaylord Entertainment.

"Assessment of the majority of the public spaces and guest rooms
at the hotel are largely complete and restoration plans are
underway.  However, the mechanical, electrical, information
technology, and power generating systems are much more complex and
are taking longer to evaluate.  While it has been our goal to be
expeditious in our communications to all constituents, the nature
of flood damage has required us to carefully and systemically
assess these elements of our operations to fully understand what
needs to be repaired and replaced, how long it will take, and how
much it will cost.  We believe we will be in a position on June
2nd to offer an accurate estimate of projected costs and
timelines, understanding fully that this is a fluid process and
that particulars may change over time.  We look forward to
updating everyone at that time."

On May 19, 2010 Gaylord received a waiver from its lenders related
to its Second Amended and Restated Credit Agreement, dated as of
July 25, 2008.  The waiver addresses the cessation of operations
at Opryland.  The waiver will expire on December 31, 2010 if the
Company has not substantially completed the restoration of Gaylord
Opryland and re-opened it for business.  Additional details
regarding the waiver are available in the related Form 8-K Filing.

This call is being web cast by CCBN and can be accessed at Gaylord
Entertainment's Investor Relations Web site at
http://ir.gaylordentertainment.com.

The web cast is also being distributed over CCBN's Investor
Distribution Network to both institutional and individual
investors.  Individual investors can listen to the call through
CCBN's individual investor center or by visiting any of the
investor sites in CCBN's Individual Investor Network.
Institutional investors can access the call via CCBN's password-
protected event management site, StreetEvents
(www.streetevents.com).

                   About Gaylord Entertainment

Gaylord Entertainment owns and operates Gaylord Hotels, its
network of upscale, meetings-focused resorts and the Grand Ole
Opry, the weekly showcase of country music's finest performers for
80 consecutive years.  The Company's entertainment brands and
properties include the Radisson Hotel Opryland, Ryman Auditorium,
General Jackson Showboat, Gaylord Springs Golf Links, Wildhorse
Saloon, and WSM-AM.

                           *     *     *

As reported in the Troubled Company Reporter on May 6, 2010,
Standard & Poor's Ratings Services placed its 'B' corporate credit
rating for Nashville, Tenn.-based Gaylord Entertainment Co., along
with all related issue-level ratings, on CreditWatch with negative
implications.


GENERAL GROWTH: In Dispute with Lenders on Conversion Rights
------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that the Bankruptcy Court
will convene a hearing on May 27 to settle a dispute between
General Growth Properties Inc. with some of the lenders over
whether the mall owner waived the right to convert financing into
equity as part of a reorganization plan.  Lenders who provided
$400 million in financing for the reorganization contend that
General Growth was required to give notice of the election to
convert the debt to equity when the bankruptcy court on May 7
selected a group including Brookfield Asset Management Inc. to be
the lead bidder in providing equity purchase and financing
commitments underpinning a reorganization plan.

General Growth, Bloomberg relates, contends the lenders are
misreading the loan documents.  The Debtor argues that properly
read, the loan documents don't require it to give notice of the
conversion election until a backstop party is approved by the
court.

Blackstone Group LP is talking with Brookfield about contributing
$500 million of the $7 billion that the group will provide General
Growth in return for equity, according to Mr. Rochelle.

                       About General Growth

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

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

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


GENERAL GROWTH: Gets Nod for CB Richard as Sales Agent
------------------------------------------------------
General Growth Properties Inc. and its units sought and obtained
the Court's authority to employ CB Richard Ellis Inc. as their
exclusive sales listing agent for a parcel of land known as Parcel
IC, located at One Arizona Center, Van Buren & 48th Streets,
Phoenix, Arizona, nunc pro tunc to August 4, 2009.

As sales agent, CBRE will:

   (a) review the Property to determine its physical condition,
       relative market appeal, quality of location, market and
       area trends, and potential for value enhancement prior to
       entering the market;

   (b) conduct an independent review of the Property's financial
       performance, including an analysis of historical
       performance, market area, competition and project cash
       flows;

   (c) review all leases, management agreements and operating
       agreements, or other documents affecting the Property,
       which are delivered to CBRE by the Debtors;

   (d) develop and prepare a detailed marketing plan setting
       forth a comprehensive strategy for sale of the property
       for the Debtors' review and approval;

   (e) assemble and produce for the Debtors' review and approval
       an offering brochure and/or other marketing materials of a
       type which is customary for similar properties, including,
       as appropriate, facts about the Property, photographs,
       high-quality graphics, cash flow projections, market
       competition data, descriptive area and location
       information, site plan and other relevant information as
       available;

   (f) expose the property to a wide variety of purchasers via
       direct mail, print advertising and on the Internet, as
       deemed appropriate by CBRE;

   (g) provide prospective purchasers with information and
       coordinate site visits;

   (h) solicit and identify prospective purchasers of the
       Property, deliver the offering materials to these
       prospective purchasers and assist the Debtors in
       qualifying prospective purchasers prior to recommending
       acceptance of an offer;

   (i) require each prospective purchaser to execute and deliver
       to CBRE a confidentiality agreement;

   (j) make all necessary arrangements with the Debtors or their
       agent to permit prospective purchasers to physically
       inspect the Property;

   (k) promptly inform the Debtors of all offers and inquiries
       received from brokers, prospective purchasers or anyone
       else with respect to the Property;

   (l) conduct all negotiations in conjunction with the Debtors
       and their counsel;

   (m) assist the Debtors and their counsel in the preparation
       and execution of the closing checklist and closing
       documentation;

   (n) coordinate with the property manager for the Property to
       secure all documents and information required for closing;
       and

   (o) submit to the Debtors, no later than the first day and the
       15th day of each month, a report on the marketing of the
       Property, including a list of all prospective purchasers
       and a summary status of any offers or negotiations.

The Debtors further seek that CBRE's employment be made effective
nunc pro tunc to August 4, 2009, to allow CBRE to be compensated
for work performed on behalf of the Debtors on or after August 4,
2009, but prior to the submission of this Application.

The Debtors will pay CBRE at a rate of 80 basis points of the
gross purchase price of the Property.  Gross purchase price will
include any and all consideration received or receivable for the
Property, including, but not limited to assumption or release of
existing liabilities.  The Fee will be earned for services
rendered if:

   (a) During the 180 days after a Listing Agreement between the
       Debtors and CBRE is executed,

          (i) the Property is sold to a purchaser procured by
              CBRE, the Debtors or anyone else; or

         (ii) any contract for sale of the Property is entered
              into by the Debtors.

   (b) Within 60 calendar days after the expiration or earlier
       termination of the Term, the Property is sold to, or the
       Debtors enter into a contract of sale of the Property
       with, or negotiations continue or resume and thereafter
       continue leading directly to the sale of the Property
       within an additional 60 days to, any person or entity with
       whom CBRE had negotiated or to whom the Property has been
       submitted prior to the expiration or termination of the
       Term.

The Fee will be payable at closing of escrow, recordation of deed
or taking possession by the purchasers, whichever is earlier.

CBRE will not receive a Fee for a sale or transfer of any of the
Property to any tenant who has a right of first offer or right of
first refusal with respect to the purchase of any Property.  If
the sale of the Property fails to close for any reason, including
the Debtors' default, CBRE will not be entitled to any fee,
commission or other compensation except for expenses incurred,
which will not exceed $20,000.  The Debtors will either make
payment directly to third party vendors or will reimburse CBRE
for its expenses incurred, either on a monthly basis or upon
request by CBRE.

As CBRE will not be paid unless it sells the Property, and will
not keep time records, the Debtors propose that after the
realization of any Fee, CBRE will be required to serve a
statement setting forth (a) a general description of the work
performed by CBRE, and (b) a description of the method CBRE used
to calculate its Fee and Expenses to the Debtors, the Debtors'
counsel, the Official Committee of Unsecured Creditors, the
United States Trustee for Region 2, and the Official Committee of
Equity Security Holders.

Craig S. Henig, a senior managing director of the Arizona region
of CBRE, says that his firm provided services to certain parties
unrelated to the Debtors' Chapter 11 cases, a list of which is
available for free at:

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

Mr. Henig assures the Court that CBRE is a "disinterested person"
as the term is defined under Section 101(14) of the Bankruptcy
Code.

                       About General Growth

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

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

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


GENERAL GROWTH: Wins Approval of Tax Deal with Chicago
------------------------------------------------------
General Growth Properties, Inc., and its debtor affiliates sought
and obtained the Court's approval of a settlement agreement it
entered with the City of Chicago resolving certain alleged
prepetition transfer taxes.

In September 2008, the City issued GGP a notice of tax
determination and assessment alleging that the company owed and
had failed to pay certain transfer taxes for $4,616,871,
including interest and penalties, pursuant to the Chicago Real
Property Transfer Tax Ordinance.  According to the Notice, the
Transfer Tax Liability stems from GGP's purchase of The Rouse
Company in November 2004.  The Rouse Company had an interest in
Water Tower LLC, and it was GGP's acquisition of this interest
that allegedly triggered the Transfer Tax Liability.  In October
2008, GGP filed a protest to the Notice in the Chicago Department
of Administrative Hearings, and raised substantial defenses
against the assessment of the Transfer Tax Liability.

In February 2009, the Parties entered into the Settlement
Agreement, which includes these salient terms:

  (a) The City accepts the amount of $300,920 as full and
      complete satisfaction and settlement of the Transfer Tax
      Liability.

  (b) GGP withdraws its Protest and waives its right to an
      administrative hearing on the Notice and Protest.

  (c) GGP agrees not to make any claim for a credit or refund,
      or otherwise bring or join any action to recover any
      amounts paid to the City under the Settlement Agreement.
      The City agrees not to make any further claims with
      respect to the Transfer Tax Liability, or interest,
      penalty, fines or other amounts relating to the Alleged
      Taxable Transfer.

  (d) If by April 30, 2010 (a) the Settlement Agreement is not
      approved by the Court, and (b) the City has not received
      payment of the Settlement Amount then the City may cancel
      the Settlement Agreement upon written notice to GGP.

The total savings to the Debtors' estates and their creditors
under the Settlement Agreement is $4,315,951, Gary T. Holtzer,
Esq., at Weil, Gotshal & Manges LLP, in New York, points out.
The Debtors believe that settling the Transfer Tax Liability now,
under the Settlement Agreement, provides an opportunity for the
their estates to realize a more favorable resolution than waiting
until later in the reorganization process, he points out.  The
Settlement Agreement will also save time and allow the Debtors to
avoid the uncertainty and expense of protracted litigation, he
adds.

The Debtors further ask the Court that any order granting the
Settlement Agreement Motion waive the stay pursuant to Rule
6004(h) of the Federal Rules of Bankruptcy Procedure so as to
facilitate timely payment of the Settlement Amount to the City.

                    About General Growth

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

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

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


GENERAL GROWTH: Wins Approval of Kobayashi Settlement
-----------------------------------------------------
Debtor Victoria Ward, Ltd., sought and obtained the U.S.
Bankruptcy Court for the Southern District of New York's
permission to enter into a settlement agreement, lien waiver and
release with Albert C. Kobayashi, Inc., resolving certain
prepetition mechanics' lien claims.

The Parties entered into a contract requiring Kobayashi to
provide all labor, materials or equipment necessary to produce
certain retail space and other related improvements at Ward
Village Shops located in Honolulu, Hawaii.  Kobayashi performed
the Work at the Ward Village Project until the Debtor directed
Kobayashi to suspend the Work in 2008.  Since suspension of the
Work, Kobayashi has alleged that it has not been paid as required
under the Contract.  In November 2008 Kobayashi filed an
application for mechanics' and materialmen's liens and an action
to enforce mechanics' lien in the First Circuit Court of Hawaii.

In February 2009, the Bankruptcy Court entered the Lien Order,
directing payment to lienholders, including Kobayashi for
$17,652,240, with interest accruing of $3,870 per day from
February 25, 2009 until the Lien is fully satisfied.  In June
2009, Kobayashi filed a notice of lien for $17,652,240. In
November 2009, Kobayashi filed separate proofs of claim against
GGP and Victoria Ward for $17,849,622 plus interest accruing at
the rate established by the Lien Order.

After good faith and arm's-length negotiations, review and
reconciliation of the claim asserted by Kobayashi and the
Debtors' books and records, and interest owed to Kobayashi as a
result of the State Court Action, the Parties have agreed that
the actual prepetition balance owed to Kobayashi is $17,715,529 -
- the Claim.

The Parties thus entered into the Settlement Agreement, which
contains these salient terms:

  (a) The Debtor agrees to pay Kobayashi $17,538,373 or 99% of
      the amount of the Claim.

  (b) Kobayashi will retain an allowed secured claim for
      1% of the Claim or $177,155 to be satisfied pursuant to
      a confirmed Chapter 11 plan for the Debtor or as otherwise
      ordered by the Bankruptcy Court.

  (c) Kobayashi agrees to waive any and all present and future
      claims to attorneys' fees, interest and penalties
      associated with the Claim.

  (d) Victoria Ward agrees to waive all claims against Kobayashi
      for rental of the office space occupied by Kobayashi at
      the IBM building adjacent to the Ward Village Project.

  (e) The Debtor is negotiating several new tenant deals at the
      Ward Village Shopping Center and has decided to complete
      the Work at the Ward Village Project.  Thus, the Parties
      agree that Kobayashi will return to the Ward Village
      Project as general contractor and complete the Work as
      outlined in the Contract after the Debtor provides notice
      of the final scope of the Project.

  (f) Kobayashi agrees to deliver, upon receipt of the
      settlement payment, a full lien release for the Lien as
      well as any liens or other claims from its subcontractors.
      Kobayashi will satisfy all liens of claims arising from
      its work at the Project against the amounts paid to it
      under the Settlement Agreement and will fully exonerate
      the Debtor from any obligation to any lien holder or
      claimant relating to Kobayashi's work on the Project.

  (g) Kobayashi agrees that it has not and will not transfer any
      portion of its remaining claim.

  (h) Kobayashi agrees to release all claims and causes of
      action arising out of the Contract or work in connection
      with the Project.

  (i) Kobayashi agrees to indemnify, defend and hold harmless
      the Debtors against any claims or cause of action asserted
      by Kobayashi or its subcontractors, suppliers, or other
      parties providing labor, materials, equipment or
      supplies in connection with the work performed at the
      Project due to claims for non-payment or tort claims due
      to Kobayashi's negligence.

Sylvia A. Mayer, Esq., at Weil, Gotshal & Manges LLP, in New York
--sylvia.mayer@weil.com -- relates that Kobayashi is a secured
creditor, who may be entitled to full payment of its prepetition
mechanics' lien claims, as well as potential penalty and interest
costs accruing postpetition at a potential rate of $3,870 per day.
Against this backdrop, the Debtor believes that settling the
Kobayashi Claim now under the Settlement Agreement provides an
opportunity for the Debtors' estate to realize a more favorable
resolution than waiting until later in the reorganization process,
she points out.  Kobayashi's return to the Ward Village Project
and completion of the Work will help facilitate the anticipated
tenant deals thus benefiting the Debtor's creditors, she adds.

                       About General Growth

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

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

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


GENERAL GROWTH: Bayside T-Shirt Asks for Chapter 11 Trustee
-----------------------------------------------------------
Pursuant to Section 727(c)(2) of the Bankruptcy Code, a party-in-
interest may ask the Court to order the trustee to examine acts
and conduct of a Chapter 7 or 11 debtor in order to determine
whether grounds exist for the denial of discharge, Bayside T-
Shirts/Panzegna Wood tells the Court.  No trustee or examiner has
been appointed in the Debtors' Chapter 11 cases, Bayside T-Shirt
notes.

Against this backdrop, Bayside T-Shirt asks the Court to appoint a
trustee to protect or preserve its claim in the Debtors' Chapter
11 cases.

Bayside's request is in light of the Debtors' objection to its
claim being duplicative of another claim.  Bayside T-Shirt insists
that its claim has only been filed once against General Growth
Properties Inc.  Bayside T-Shirt asserts that GGP has not provided
it with any proof that the company has paid its debt, or that the
claim has been filed twice against GGP.

                       About General Growth

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

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

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


GENERAL MOTORS: Bankruptcy Judge Cuts Fees by 1.2%
--------------------------------------------------
Bill Rochelle at Bloomberg News reports that lawyers and
consultants for old General Motors Corp. and creditors sought
final approval for some $35.07 million in fees covering the first
four months of the case from June 1 through Sept. 30, excluding
the financial advisers.  At the urging of the U.S. Trustee, U.S.
Bankruptcy Judge Robert E. Gerber allowed payment of 90% of
approved fees, with 10% held back.  In addition, the judge cut
fees by 1.2% to a total of about $34.6 million.

According to the report, Weil Gotshal & Manges LLP, chief
bankruptcy counsel for old GM, was awarded $17.7 million for the
four-month period.  Kramer Levin Naftalis & Frankel LLP was
approved for $4.5 million.

                       About General Motors

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

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

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

                   About Motors Liquidation

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

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

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


GENERAL MOTORS: Asbestos Liability Analysis Is in 'Infancy'
-----------------------------------------------------------
Bill Rochelle at Bloomberg News reports that the official
representative for future asbestos claimants said that the
investigation into the extent of current and future asbestos
liability of old General Motors Corp. is "in its infancy."
Old GM previously said it would develop a Chapter 11 plan creating
and funding a trust having sole responsibility for paying asbestos
claims.  The representative of future claimants agrees with old GM
that more time is needed to "determine the appropriate level of
funding" and "develop procedures for allowing, processing and
paying claims."

According to Bloomberg, GM is seeking an extension of its
exclusive period to propose a Chapter 11 plan.  The future claims
representative supports old GM's request for an extension.  The
official committee representing asbestos claimants likewise has no
opposition to the exclusivity motion.  The exclusivity motion is
scheduled for hearing in the bankruptcy court in New York on
May 27.

                       About General Motors

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

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

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

                   About Motors Liquidation

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

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

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


GLOBAL SHIP LEASE: PwC Raises Going Concern Doubt
-------------------------------------------------
Global Ship Lease, Inc. filed on May 18, 2010, its annual report
on Form 20-F for the fiscal year ended December 31, 2009.

PricewaterhouseCoopers said in its May 10, 2010 report on the
Company's financial statements for the year ended December 31,
2009, that the uncertainty related to the financial situation of
the Company's charterer raises substantial doubt about its ability
to continue as a going concern.  "If CMA CGM is unable to
accomplish a financial restructuring and ceases doing business or
otherwise fails to perform its obligations under the Company's
charters, Global Ship Lease's business, financial position and
results of operations would be materially adversely affected as it
is probable that, should the Company be able to find replacement
charters, these would be at significantly lower daily rates and
for shorter durations than currently in place.  In this situation
there would be significant uncertainty about the Company's ability
to continue as a going concern."

The Company reported net income of $42.4 million on $148.7 million
of revenue for 2009, compared with a net loss of $36.6 million on
$97.1 million of revenue for 2008.

The Company's balance sheet at December 31, 2009, showed
$1.027 billion in assets, $699.8 million of liabilities, and
$327.6 million in stockholders' equity.

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

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

Based in London, Global Ship Lease, Inc. (NYSE: GSL)
-- http://www.globalshiplease.com/-- is a containership charter
owner.  Incorporated in the Marshall Islands, Global Ship Lease
commenced operations in December 2007 with a business of owning
and chartering out containerships under long-term, fixed rate
charters to world class container liner companies.

Global Ship Lease owns 17 vessels with a total capacity of 66,297
TEU with a weighted average age at March 31, 2010, of 5.6 years.
All of the current vessels are fixed on long-term charters to CMA
CGM with an average remaining term of 8.9 years.  The Company has
contracts in place to purchase two 4,250 TEU newbuildings from
German interests for roughly $77 million each that are scheduled
to be delivered in the fourth quarter of 2010.  The Company has
agreements to charter out these newbuildings to Zim Integrated
Shipping Services Limited for seven or eight years at charterer's
option.


GOLDEN EAGLE: Delays Filing of Quarterly Report on Form 10-Q
------------------------------------------------------------
Golden Eagle International Inc. said it could not file its
quarterly report Form 10-Q for the period ended March 31, 2010, on
time with the Securities and Exchange Commission.

                        About Golden Eagle

Headquartered in Salt Lake City, Utah, Golden Eagle International,
Inc., (OTCBB: MYNG) is engaged in contract gold milling operations
in the state of Nevada in the United States.  It has also been
involved in the business of minerals exploration, mining and
milling operations in Bolivia through its Bolivian-based wholly
owned subsidiary, Golden Eagle International, Inc. (Bolivia);
however it is engaged in no operations in Bolivia at this time as
certain of those operations are suspended pending changes in the
social/political and mine taxing environments in Bolivia while the
Company has terminated its interest in other Bolivian projects.
The Company has entered into an agreement with Queenstake
Resources USA, Inc., a wholly owned subsidiary of Yukon-Nevada
Gold Corp., to operate the Jerritt Canyon gold mill located 50
miles north of Elko, Nevada.

                           Going Concern

Auditors issued a going concern opinion on the Company's audited
financial statements for the fiscal year ended December 31, 2008.

The Company said in its Form 10-Q for the third quarter of 2009
that due to its working capital deficit of ($1,187,790) at
September 30, 2009, and ($1,117,600) at December 31, 2008, it is
unable to satisfy our current cash requirements for any
substantial period of time through our existing capital.

"If we have any liabilities that we are unable to satisfy and we
qualify for protection under the U.S. Bankruptcy Code, we may
voluntarily file for reorganization under Chapter 11 or
liquidation under Chapter 7."

At September 30, 2009, the Company had total assets of $7,204,602
against $2,971,043 in total liabilities.


GRAPHIC PACKAGING: Fitch Affirms Issuer Default Rating at 'B'
-------------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Rating and the
specific debt class ratings of Graphic Packaging Holding Company:

  -- IDR at 'B';
  -- Senior unsecured bonds at 'B/RR4';
  -- Senior subordinated notes at 'CCC/RR6'.

In addition, Fitch has upgraded the senior secured ratings of GPK:

  -- Senior secured revolver to 'BB/RR1' from 'BB-/RR2';
  -- Senior secured term loans to 'BB/RR1' from 'BB-/RR2'.

The Rating Outlook has been revised to Stable from Negative
reflecting better than expected results last year and prospective
business conditions this year.

The decline in energy expenses and some softening in fiber costs
held manufacturing costs down last year while the prices for
paperboard cartons advanced nominally.  This combination produced
better gross and operating income margins even though the volumes
of paperboard packaging and multiwall bags sold declined.  EBITDA
increased year over year and working capital was freed as GPK
optimized the logistics of its carton plants.  The net result was
better cash flow that bested Fitch's expectations.  In addition,
GPK received not quite $140 million from the government in the
form of alternate fuel tax credits which expired in 2009 and which
helped repay just over $380 million in debt.  As a consequence net
debt/EBITDA improved to 5.0 times from 7.3x at the end of 2008.

First quarter results showed marginally better volumes of
paperboard and bags sold which Fitch believes will set the pace
for 2010.  So far this year there have been two increases in the
spot prices for coated unbleached kraft and coated recycled board.
Because the vast majority of GPK's carton sales are sold under
contracts with cost recapture provisions, the company will likely
struggle through the year in a seesaw battle with prices lagging
changes in its cost structure.  However, GPK will also benefit
from continued cost efficiencies wrung from combining the former
operations of Altivity Packaging, LLC, with heritage GPK.  The
company's goal this year is to reduce its debt portfolio by
another $200 million.  If successful net debt would likely end the
year just north of 4.0x EBITDA.

Over the course of 2009, GPK refinanced all of its senior notes
that would have matured in 2011 with the proceeds of a new senior
notes issue maturing in 2017.  This leaves only the amortizations
of secured term loans (approximately $10 million per year) as
required cash redemptions until the company's senior subordinated
notes mature in 2013 ($425 million) along with the secured
revolver ($400 million with just over $360 million available at
the close of this past first quarter).  Under the terms of its
bank agreements, GPK is allowed to prepay an amount of senior
subordinated notes equivalent to $37.5 million plus 75% of term
loan prepayments.  Currently, this amounts to a little over
$100 million.

The upgrade of GPK's senior secured debt is a product of Fitch's
ongoing recovery analyses and the amortization and prepayment of
the secured term loans.  GPK's payment of secured term loan debt
in 2009, just under $240 million, increased the recovery prospects
for the remaining debt of that class to an estimated 100% from
85%, prompting a higher recovery rating, 'RR1', and a one-notch
upgrade.


GREATER GERMANTOWN: Files Schedules of Assets and Liabilities
-------------------------------------------------------------
Greater Germantown Housing Development Corporation filed with the
U.S. Bankruptcy Court for the Eastern District of Pennsylvania its
schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $14,950,000
  B. Personal Property            $1,639,336
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $9,055,748
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $2,165,181
                                 -----------      -----------
        TOTAL                    $16,589,336      $11,220,929

Philadelphia, Pennsylvania-based Greater Germantown Housing
Development Corporation filed for Chapter 11 bankruptcy protection
on April 1, 2010 (Bankr. E.D. Pa. Case No. 10-12614).  The Company
estimated its assets and debts at $10,000,000 to $50,000,000.


GREEKTOWN HOLDINGS: Proposes Tax Settlement on Garage Property
--------------------------------------------------------------
Greektown Holdings Inc. and its units relate that in 2008 and
2009, the City of Detroit assessed a real property they owned
known as the Fort Street Garage based on a value of $5,965,637.

The Debtors contested the Assessed Value and filed a tax appeal
with the Michigan Tax Tribunal.  The Debtors argued that the
value of the Garage Property was less than the Assessed Value.

Daniel J. Weiner, Esq., at Schafer and Weiner PLLC, in Bloomfield
Hills, Michigan, tells the Bankruptcy Court that the City's
assessor and the Debtors have resolved the Tax Dispute and agreed
that the Garage Property has a taxable value of $3,150,000 for
2008 and $2,800,000 for 2009.  He adds that as a result of the
Agreed Value, the Debtors will receive a real estate tax refund of
$235,947.

Mr. Weiner contends that the parties' Settlement resolves all the
disputes between the Debtors and the City regarding the 2008 and
2009 taxable value of the Garage Property on terms and conditions
which the Debtors believe, in the exercise of their business
judgment, are fair and reasonable under the circumstances.

Accordingly, the Debtors ask Judge Walter Shapero to approve their
entry into the tax liability settlement with the City of Detroit
with respect to the Garage Property.

                     About Greektown Casino

Based in Detroit, Michigan, Greektown Holdings, LLC, and its
affiliates -- http://www.greektowncasino.com/-- operate world-
class casino gaming facilities located in Detroit's historic
Greektown district featuring more than 75,000 square feet of
casino gaming space with more than 2,400 slot machines, over 70
tables games, a 12,500-square foot salon dedicated to high limit
gaming and the largest live poker room in the metropolitan Detroit
gaming market.  Greektown Casino employs approximately 1,971
employees, and estimates that it attracts over 15,800 patrons each
day, many of whom make regular visits to its casino complex and
related properties.  In 2007, Greektown Casino achieved a 25.6%
market share of the metropolitan Detroit gaming market.  Greektown
Casino has also been rated as the "Best Casino in Michigan" and
"Best Casino in Detroit" numerous times in annual readers' polls
in Detroit's two largest newspapers.

The Company and seven of its affiliates filed for Chapter 11
protection on May 29, 2008 (Bankr. E.D. Mich. Lead Case No.
08-53104).  Daniel J. Weiner, Esq., Michael E. Baum, Esq., and
Ryan D. Heilman, Esq., at Schafer and Weiner PLLC, represent the
Debtors in their restructuring efforts.  Judy B. Calton, Esq., at
Honigman Miller Schwartz and Cohn LLP, represents the Debtors as
their special counsel.  The Debtors chose Conway MacKenzie &
Dunleavy as their financial advisor, and Kurtzman Carson
Consultants LLC as claims, noticing, and balloting agent.  Clark
Hill PLC serves as counsel to the Official Committee of Unsecured
Creditors.

Greektown Holdings listed assets and debts of $100 million to
$500 million in its bankruptcy petition.

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


GREEKTOWN HOLDINGS: Committee Can Pursue Bond Avoidance Claims
--------------------------------------------------------------
Bankruptcy Judge Walter Shapero accorded the Official Committee of
Unsecured Creditors in Greektown Holdings' Chapter 11 case
derivative standing and authority to initiate and prosecute
litigation in pursuit of bond avoidance claims, under the
Bankruptcy Code or other applicable law, for the benefit of the
Debtors' estates.

The Court overruled all objections to the Committee's request.

The Creditors Committee and Deutsche Bank Trust Company Americas
previously asked the U.S. Bankruptcy Court for the Eastern
District of Michigan for authority to initiate and pursue
litigation in pursuit of bond avoidance claims on behalf of the
Debtors.

Joel D. Applebaum, Esq., at Clark Hill PLC, in Birmingham,
Michigan -- japplebaum@clarkhill.com -- notes that the potential
defendants in Bond Avoidance Claims are insiders or former
insiders of the Debtors who received, in the aggregate, more than
$165 million from the Debtors without having given any
discernable equivalent value in return for the exchange.

The Committee and Deutsche Bank assert that Bond Avoidance Claims
are colorable and valuable, and that pursuit of the Bond
Avoidance Claims will generate substantial proceeds far greater
than any costs incurred in pursuing them.

The Debtors concurred with the Committee's Request and withdrew
their prior objection.

                     About Greektown Casino

Based in Detroit, Michigan, Greektown Holdings, LLC, and its
affiliates -- http://www.greektowncasino.com/-- operate world-
class casino gaming facilities located in Detroit's historic
Greektown district featuring more than 75,000 square feet of
casino gaming space with more than 2,400 slot machines, over 70
tables games, a 12,500-square foot salon dedicated to high limit
gaming and the largest live poker room in the metropolitan Detroit
gaming market.  Greektown Casino employs approximately 1,971
employees, and estimates that it attracts over 15,800 patrons each
day, many of whom make regular visits to its casino complex and
related properties.  In 2007, Greektown Casino achieved a 25.6%
market share of the metropolitan Detroit gaming market.  Greektown
Casino has also been rated as the "Best Casino in Michigan" and
"Best Casino in Detroit" numerous times in annual readers' polls
in Detroit's two largest newspapers.

The Company and seven of its affiliates filed for Chapter 11
protection on May 29, 2008 (Bankr. E.D. Mich. Lead Case No.
08-53104).  Daniel J. Weiner, Esq., Michael E. Baum, Esq., and
Ryan D. Heilman, Esq., at Schafer and Weiner PLLC, represent the
Debtors in their restructuring efforts.  Judy B. Calton, Esq., at
Honigman Miller Schwartz and Cohn LLP, represents the Debtors as
their special counsel.  The Debtors chose Conway MacKenzie &
Dunleavy as their financial advisor, and Kurtzman Carson
Consultants LLC as claims, noticing, and balloting agent.  Clark
Hill PLC serves as counsel to the Official Committee of Unsecured
Creditors.

Greektown Holdings listed assets and debts of $100 million to
$500 million in its bankruptcy petition.

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


GREEKTOWN HOLDINGS: Parties Agree on Exculpation Provision
----------------------------------------------------------
Bankruptcy Judge Walter Shapero previously confirmed the Chapter
11 Plan of Reorganization for Greektown Holdings submitted by
noteholder plan proponents, which include the Official Committee
of Unsecured Creditors and Indenture Trustee.  The Confirmation
Order provides that solely with respect to the Sault Ste. Marie
Tribe of Chippewa Indians, the Court will determine by subsequent
order whether the exculpation pursuant to Section 7.5 of the Plan
extends to actions by certain "release parties" with respect to
prepetition representations and determinations made in the filing
of the Chapter 11 Cases.

Subsequently, in a Court-approved stipulation, the Debtors, the
Noteholder Plan Proponents, the Creditors Committee, Deutsche
Bank Trust Company Americas, the Tribe, and Wells Fargo Bank,
N.A., the agent of the Debtors' Prepetition Credit Agreement,
agree that the Exculpation Provision does not apply to any
actions or omissions of the Release Parties relating to the
filing of the Chapter 11 cases.

Judge Shapero clarifies that the approval of the Stipulation will
not affect the finality of the Confirmation Order.

                     About Greektown Casino

Based in Detroit, Michigan, Greektown Holdings, LLC, and its
affiliates -- http://www.greektowncasino.com/-- operate world-
class casino gaming facilities located in Detroit's historic
Greektown district featuring more than 75,000 square feet of
casino gaming space with more than 2,400 slot machines, over 70
tables games, a 12,500-square foot salon dedicated to high limit
gaming and the largest live poker room in the metropolitan Detroit
gaming market.  Greektown Casino employs approximately 1,971
employees, and estimates that it attracts over 15,800 patrons each
day, many of whom make regular visits to its casino complex and
related properties.  In 2007, Greektown Casino achieved a 25.6%
market share of the metropolitan Detroit gaming market.  Greektown
Casino has also been rated as the "Best Casino in Michigan" and
"Best Casino in Detroit" numerous times in annual readers' polls
in Detroit's two largest newspapers.

The Company and seven of its affiliates filed for Chapter 11
protection on May 29, 2008 (Bankr. E.D. Mich. Lead Case No.
08-53104).  Daniel J. Weiner, Esq., Michael E. Baum, Esq., and
Ryan D. Heilman, Esq., at Schafer and Weiner PLLC, represent the
Debtors in their restructuring efforts.  Judy B. Calton, Esq., at
Honigman Miller Schwartz and Cohn LLP, represents the Debtors as
their special counsel.  The Debtors chose Conway MacKenzie &
Dunleavy as their financial advisor, and Kurtzman Carson
Consultants LLC as claims, noticing, and balloting agent.  Clark
Hill PLC serves as counsel to the Official Committee of Unsecured
Creditors.

Greektown Holdings listed assets and debts of $100 million to
$500 million in its bankruptcy petition.

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


GUIDED THERAPEUTICS: Posts $3.165 Mil. Net Loss for March 31 Qtr.
-----------------------------------------------------------------
Guided Therapeutics Inc. reported a net loss of $3,165,000 on
$821,000 of revenue for the three months ended March 31, 2010,
compared with a net loss of $1,376,000 on $181,000 of revenue
during the same period a year ago.

"We are pleased with the progress we made on a number of fronts in
the first quarter of 2010, including simplifying our capital
structure and eliminating a lien on our assets, the five
presentations to the ASCCP of our clinical results and progress
toward completing our FDA premarket approval application," said
Mark L. Faupel, Ph.D., chief executive officer and president of
Guided Therapeutics.  "We have substantially completed the
clinical module of the FDA filing and it is undergoing external
review.  We are nearing completion of the final module for
manufacturing and expect to file both with the FDA during the
second quarter of 2010.  We also extended our licensing agreement
with Konica Minolta, which brings additional revenue to the
company and provides a pipeline of products."

"Additionally, the board of directors nominated Dr. Jonathan M.
Niloff as a director of the company.  We believe that Dr. Niloff
will be a key addition to the company because of his clinical
background as a Harvard University Ob-GYN and his numerous
professional contacts will prove invaluable in the adoption of our
technology by the clinical community," Dr. Faupel said.

A full-text copy of the Company's earnings release is available
for free at http://ResearchArchives.com/t/s?6310

                     About Guided Therapeutics

Norcross, Georgia-based Guided Therapeutics, Inc. (Pink Sheets:
GTHP) is a medical technology company focused on developing
innovative medical devices that have the potential to improve
health care.  The Company is currently focused on completing the
development of cervical cancer detection device.

                            *    *    *

As reported by the Troubled Company Reporter on March 29, 2010,
UHY LLP of Atlanta, Georgia, expressed substantial doubt about
Guided Therapeutics Inc.'s ability to continue as a going concern
in its audit report on the Company's 2009 annual report.  UHY
noted that the Company has recurring losses from operations,
accumulated deficit and working capital deficit.

At December 31, 2009, the Company's balance sheet revealed
$789,000 total assets and $12,764,000 total liabilities for a
$11,975,000 total stockholders' deficit.


HOLIDAY 360: Court Denies Hall Stay's Motion to Transfer Venue
--------------------------------------------------------------
The Hon. D. Michael Lynn of the U.S. Bankruptcy Court for the
Northern District of Texas denied Hall Stay 190-Hotel DFW LLC and
Hall element DFW, LLC's motion the transfer of the Chapter 11
cases of Holiday 360, Ltd., to the Dallas Division of the Northern
District of Texas.

Irving, Texas-based Holiday 360 Ltd. is a single asset real
estate.  It filed for Chapter 11 bankruptcy protection on April 5,
2010 (Bankr. N.D. Texas Case No. 10-42412).  The Company estimated
its assets and debts at $10,000,000 to $50,000,000.

These affiliates filed separate Chapter 11 petitions on April 5,
2010:

     -- Hotel 635 Beltline, LP (Case No. 10-42415), estimating its
        assets and debts at $10 million to $50 million; and

     -- Stay 190, Ltd. (Case No. 10-42413), estimating its
        assets and debts at $10 million to $50 million.

John C. Leininger, Esq., at Bryan Cave LLP, assists the Debtors in
their restructuring efforts.


HOMELAND SECURITY: Posts $1.2-Mil. Net Income for First Quarter
---------------------------------------------------------------
Homeland Security Capital Corporation filed its quarterly report
on Form 10-Q, reporting a net income of $1.2 million on
$23.6 million of net contract revenue for the three months ended
March 31, 2010, compared with a net loss of $1.7 million on
$19.0 million of net contract revenue during the same period a
year ago.

The Company's balance sheet at March 31, 2010, showed
$37.4 million in total assets and $38.5 million in total
liabilities, for a $1.3 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?6301

                        About Homeland Security

Homeland Security Capital Corporation is an international provider
of specialized technology-based radiological, nuclear,
environmental disaster relief and electronic security solutions to
government and commercial customers.

                           *     *     *

At December 31, 2009, the Company had total assets of $35,815,519
against total liabilities of $38,018,448 and Warrants Payable --
Series H Preferred Stock of $169,768.  Stockholders' deficit was
$2,372,697 at December 31, 2009.


HOTEL 365: Court Disapproves Transfer of Case to Dallas Division
----------------------------------------------------------------
The Hon. D. Michael Lynn of the U.S. Bankruptcy Court for the
Northern District of Texas denied Hall Stay 190-Hotel DFW LLC, and
Hall element DFW, LLC's motion the transfer of the Chapter 11 case
of Hotel 365 Beltline, LP, to the Dallas Division of the Northern
District of Texas.

Irving, Texas-based Hotel 635 Beltline, LP is a single asset real
estate.  The Company filed for Chapter 11 on April 5, 2010 (Bankr.
N.D. Tex. Case No. 10-42415.)  John C. Leininger, Esq. at Bryan
Cave LLP assists the Debtor in its restructuring effort.  In is
petition, the Debtor listed assets and debts both ranging from
$10,000,000 to $50,000,000.

Debtor-affiliate that filed separate Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
  Holiday 360, Ltd.                    10-42412   4/5/10
   Assets: $10-mil. to $50-mil.
   Debts: $10-mil. to $50-mil.

  Stay 190, Ltd.                       10-42413   4/5/10
   Assets: $10-mil. to $50-mil.
   Debts: $10-mil. to $50-mil.


HSH DELAWARE: Wants Plan Exclusivity Extended Until Sept. 20
------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that HSH Delaware GP LLC
is asking the Bankruptcy Court to extend its exclusive period to
propose a Chapter 11 plan until Sept. 20.  The Debtor said it
spent the first four months in Chapter 11 in litigated disputes
with secured lenders including Royal Bank of Scotland NV.  A
hearing on the exclusivity motion is scheduled for June 14.

On June 14, the Court will also hold a trial on a request by
lenders for appointment of a Chapter 11 trustee.  The lenders
relate that the ongoing disputes between the lenders and the
Debtors' management reached a level of acrimony and distrust that
there is a little likelihood of the parties reaching a consensual
resolution in the Chapter 11 cases.  The lenders consist of The
Royal Bank of Scotland N.V. fka ABN AMRO Bank N.V., Commerzbank
AG, Filiale Luxembourg, The Royal Bank of Scotland plc, Landsbanki
Islands hf. Amsterdam branch, Lloyds TSB Bank plc, and Credit
Agricole Corporate and Investment Bank fka Calyon.

                        About HSH Delaware

HSH Delaware GP LLC is based in Wilmington, Delaware.

Nine HSH partnerships were created in 2006 to buy a 26% stake in
HSH Nordbank AG, the world's largest shipping financier, from
WestLB AG for about EUR1.25 billion ($1.76 billion).  The
partnerships received unsecured term and revolving loans of
EUR375 million from ABN AMRO bank to fund the purchase of HSH
Nordbank shares.

As reported by the Troubled Company Reporter on September 9, 2009,
creditors with claims aggregating $27.8 million filed a petition
to send affiliate HSH Delaware LP to Chapter 7 liquidation (Bankr.
D. Del. Case No. 09-13145).  Commerzbank AG, Lloyds TSB Bank Plc,
ABN Amro Bank NV, Calyon, Royal Bank of Scotland Plc and
Landsbanki Islands HF filed the involuntary Chapter 7 petition.

HSH Delaware filed for Chapter 11 bankruptcy protection on
January 21, 2010 (Bankr. D. Delaware Case No. 10-10187).  The
Company listed $100,000,001 to $500,000,000 in assets and
$100,000,001 to $500,000,000 in liabilities.

HSH Delaware's affiliates -- HSH Delaware L.P.; HSH Luxembourg
S.a.r.l.; HSH Luxembourg Coinvest S.a.r.l.; HSH Delaware GP LLC;
HSH Alberta I L.P.; HSH Alberta II L.P.; HSH Alberta V L.P.; HSH
Coinvest (Alberta) L.P.; JCF HSH (DE) GP LP; HSH Delaware L.P.;
HSH Luxembourg S.a.r.l.; and HSH Luxembourg Coinvest S.a.r.l. --
also filed separate Chapter 11 petitions.

John Henry Knight, Esq.; Lee E. Kaufman, Esq.; Mark D. Collins,
Esq.; and Robert J. Stearn Jr., Esq., assist the Debtors in their
restructuring effort.

The Debtors' Canadian Counsel is McCarthy Tetrault LLP.  The
Debtors' Chief Restructuring Officer is H. Ronald Weissman.


IMH SECURED: Swings to $2.9-Million Net Loss in Q1 of 2010
----------------------------------------------------------
IMH Secured Loan Fund, LLC filed its quarterly report on Form
10-Q, showing a net loss of $2.9 million on $1.0 million of
revenue for the three months ended March 31, 2010, compared with
net income of $11.1 million on $12.0 million of revenue for the
same period of 2009.

The Fund's balance sheet as of March 31, 2010, showed
$341.8 million, $22.8 million of liabilities, and $319.0 million
of members' equity.

As of March 31, 2010, the Fund's accumulated deficit aggregated
$411.4 million as a direct result of provisions for credit losses
and impairment charges relating to the change in the fair value of
the collateral securing the Fund's loan portfolio and the fair
value of real estate owned assets primarily acquired through
foreclosure in prior years.  At March 31, 2010, the Fund had cash
and cash equivalents of $3.9 millon and undisbursed loans-in-
process and interest reserves funding estimates totaling
$13.8 million.  As a result of the erosion of the U.S. and global
credit markets during 2008 and parts of 2009, the Fund continues
to experience loan defaults and foreclosures on the mortgage loans
it holds in its portfolio.  In addition, the Fund's manager has
found it necessary to modify certain loans, which modifications
have resulted in extended maturities of two years or longer, and
believes it may need to modify additional loans in an effort to,
among other things, protect the Fund's collateral.

In addition, as allowed by the operating agreement, the Fund's
manager, effective October 1, 2008, ceased accepting additional
member investments in the Fund, honoring new redemptions requests,
or identifying and funding new loans (although the Fund may
finance new loans in connection with the sale of collateral under
existing loans or the sale of real estate owned assets).
Additionally, during the second quarter of 2009, the Fund
suspended distributions to members.  These elections were made in
an effort to preserve the Fund's capital and to seek to stabilize
its operations and liquid assets in order to enhance its ability
to meet future obligations, including those pursuant to current
loan commitments.  The freeze was precipitated by increased
default and foreclosure rates on the Fund's portfolio loans and a
reduction in new member investment, compounded by a significant
number of redemption requests submitted during the latter part of
the third quarter of 2008, the payment of which it believes would
have rendered it without sufficient capital necessary to fund its
outstanding lending commitments.

Despite the recent financial condition and status of the Fund
since October 2008, the Fund's manager believes that it has
developed a liquidity plan that, if executed successfully, would
likely provide sufficient liquidity to finance its anticipated
working capital and capital expenditure requirements and put it
back into operational mode.

"However, the dislocations and uncertainty in the economy, and in
the real estate, credit, and other markets, have created an
extremely challenging environment that will likely continue for
the foreseeable future, and we cannot assure you that we will have
sufficient liquidity, which raises 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?62fa

IMH Secured Loan Fund, LLC invests and manages mortgage
investments, primarily short-term commercial mortgage loans
collateralized by first mortgages on real property in the United
States.  The Fund invests in pre-entitled land loans, entitled
land loans, and construction and existing structure loans.  It
primarily serves Arizona, California, New Mexico, Texas, Idaho,
Minnesota, Nevada, and Utah markets.  Investors Mortgage Holdings,
Inc. serves as the manager of the Fund.  IMH Secured Loan Fund was
founded in 2003 and is based in Scottsdale, Arizona.


INDUSTRY WEST: Hearing on Secured Lenders' Cash Use Set for June 3
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
will consider at a hearing on June 3, 2010, at 10:00 a.m.,
Industry West Commerce Center, LLC's request to access cash that
secure debt to their lenders.  The hearing will be held at the
Santa Rosa Courtroom.

The Debtor is seeking permission to access until July 31, 2010,
the rental income generated by its 3 related commercial/industrial
buildings located at 237 Todd Road and 256 & 258 Sutton Place,
Santa Rosa, California.  The secured lenders claim a lien on the
rental income of these properties.

The Debtor's indebtedness consists of (1) Central Pacific Bank -
first deed of trust - $15,873,519; (2) Clifford James Brown, etc.
- second deed of trust - $800,000; (3) Mark and Irma McClure, as
Trustees of the McClure Family Trust - third deed of trust -
$2,000,000.

The Debtor will use the cash collateral to fund the postpetition
maintenance and utility bills of the properties.

The Debtor related that various secured lenders are afforded
adequate protection" for the Debtor's use of cash collateral by
the equity cushion in the real property.  An MAI appraisal of the
property in its "as-is" condition is $23,640,000 as of August 24,
2009.  The Debtor added that it intends to negotiate with the
senior secured lender, Central Pacific Bank, regarding an
appropriate adequate protection payment to avoid the continuing
accrual of unpaid interest, and may request authorization to make
the payments at the time of the hearing on this motion.

The Debtor is represented by:

  MacConaghy & Barnier, PLC
  John H. MacConaghy, Esq.
  Jean Barnier, Esq.
  645 First St. West, Suite D
  Sonoma, California 95476
  Tel: (707) 935-3205
  Fax: (707) 935-7051
  E-mail: macclaw@macbarlaw.com

                    About Industry West Commerce

Santa Rosa, California-based Industry West Commerce Center, LLC, a
California limited liability company, filed for Chapter 11
bankruptcy protection on January 14, 2010 (Bankr. N.D. Calif. Case
No. 10-10088).  John H. MacConaghy, Esq., at MacConaghy and
Barnier, assists the Company in its restructuring effort.  The
Company listed $10,000,001 to $50,000,000 in assets and
$10,000,001 to $50,000,000 in liabilities.


INDUSTRY WEST: Court Continues Plan Hearing Until June 3
--------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
has continued until June 3, 2010, at 9:00 a.m., the hearing on the
confirmation of Industry West Commerce Center, LLC' Plan of
Reorganization.  The hearing will be held at Santa Rosa Courtroom.

As reported in the Troubled Company Reporter on April 13, 2010,
the Debtor received Court approval of its disclosure statement for
the proposed Plan.  The Bankruptcy Court approval of the Debtor's
disclosure statement allows the Debtor to commence solicitation of
votes for confirmation of the Plan.

According to the Disclosure Statement, the Plan seeks to
restructure debts as:

   -- The secured debt in favor of the first, second, and third
      mortgage holders will be reamortized into new notes in the
      same priority secured by the existing deeds of trust,
      bearing interest at, respectively, (1) the variable rate
      specified in the first note; (2) 5.5% per annum as to the
      second note, and (3) 5% per annum as to the third note.
      Interest only will be payable monthly and the entire balance
      of these notes will be due in full in seven years.

   -- Unsecured creditors will be paid in full with interest at
      the federal judgment interest rate (0.42% per annum) in four
      quarterly installments commencing one year from the
      effective date of the Plan through a cash flow from the
      Debtor's property.

   -- any delinquent real property taxes will be cured, with
      statutory interest, through a five-year payment plan of
      semi-annual installments, starting April 10, 2010.

Payments on these obligations will be funded through the rental
income from the Debtor's real property.

Under the Plan, if the Debtor fails to meet these requirements,
the secured lenders will be permitted to foreclose and/or the case
may be converted to Chapter 7 liquidation proceedings on the
motion of a party in interest.

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

                    About Industry West Commerce

Santa Rosa, California-based Industry West Commerce Center, LLC, a
California limited liability company, filed for Chapter 11
bankruptcy protection on January 14, 2010 (Bankr. N.D. Calif. Case
No. 10-10088).  John H. MacConaghy, Esq., at MacConaghy and
Barnier, assists the Company in its restructuring effort.  The
Company listed $10,000,001 to $50,000,000 in assets and
$10,000,001 to $50,000,000 in liabilities.


INSTACARE CORP: Earns $170,261 in First Quarter Ended March 31
--------------------------------------------------------------
instaCare Corp. filed its quarterly report on Form 10-Q, showing
net income of $170,261 on $4.1 million of revenue for the three
months ended March 31, 2010, compared with net income of $96,358
on $5.1 million of revenue for the same period of 2009.  The
increase in net income over the comparable period in the previous
year is partly attributable to a gain on debt settlement of
$27,903.  The increase in net income excluding this non-recurring
gain was $46,840.

The Company's balance sheet as of March 31, 2010, showed
$4.4 million in assets, $2.3 million of liabilities, and
$2.0 million of stockholders' equity.

Beckstead & Watts, LLP, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has suffered recurring losses from
operations.

The Company has an accumulated deficit of $17.4 million as of
March 31, 2010.

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

               http://researcharchives.com/t/s?62f9

Westlake Village, Calif.-based instaCare Corp., through its
subsidiary companies, is a nationwide prescription and non-
prescription diagnostics and home testing products distributor.


INTEGRATED BIOPHARMA: Posts $1.9MM Net Loss in Q3 Ended March 31
----------------------------------------------------------------
Integrated BioPharma, Inc., filed its quarterly report on Form 10-
Q, reporting a net loss of $1.9 million on $7.5 million of revenue
for the three months ended March 31, 2010, compared with a net
loss of $3.6 million on $8.3 million of revenue for the same
period of 2009.

The Company's balance sheet as of March 31, 2010, showed
$14.5 million in assets and $18.7 million of liabilities, for a
stockholders' deficit of $4.2 million.

"At March 31, 2010, the Company had cash and cash equivalents of
$735,000, a working capital deficit of $8.4 million, primarily
attributable to the amended Notes Payable in the amount of
$7.8 million, which were due on November 15, 2009, the Convertible
Note Payable in the amount of $3.4 million and an accumulated
deficit of $48.2 million.  These factors raise substantial doubt
as to the Company's ability to continue as a going concern."

The Notes Payable are secured by a pledge of substantially all of
the Company's assets.  On March 19, 2010, the Company received a
payment demand for default interest from one of the holders of the
Notes Payable representing roughly 73% of the outstanding balance.
The Company has engaged a financial advisory firm to assist it in
developing a comprehensive strategy regarding a financial or
business restructuring.

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

               http://researcharchives.com/t/s?62f3

Based in Hillside, N.J., Integrated BioPharma, Inc. (INBP.OB) --
-- http://www.ibiopharma.com/-- together with its subsidiaries,
manufactures, distributes, markets, and sells vitamins and
nutritional supplements in the United States.

Amper, Politziner & Mattia, LLP, in Edison, N.J., expressed
substantial doubt about the Company's ability to continue as a
going concern after auditing the Company's financial statements
for the year ended June 30, 2009.  The independent auditors noted
that the Company has a working capital deficiency and recurring
net losses, is in the process of seeking additional capital, and
has not yet secured sufficient capital to fund its operations.


JAMESTOWN LLC: $5 Million Loan Default Prompts Chapter 11 Filing
----------------------------------------------------------------
Chris Wrinkle at Springfield Business Journal Online reports that
Jamestown LLC filed for Chapter 11 bankruptcy protection on May 17
(Bankr. W.D. Missouri Case No. 10-____), a day before the
Rogersville development by the same name was headed into a
trustee's sale for default on a $5.05 million loan.

According to the report, the Chapter 11 filing allowed developer
American Equities of Missouri Inc. avoid a May 18 foreclosure sale
of two tracts at the 200-acre mixed-use property east of
Springfield at U.S. Highway 60 and Business Route 60.

"We've put ourselves in a position now to move forward so that we
can get this thing sold, keep the sales going and . . . keep our
commitments to people that we've put the property under contract
with," said AEMI President and Chief Operating Officer Stephen
Cope, according to the report.

Fifth Third Bank called its $5 million loan on Jamestown due to
"default in payment of debt," according to an April 30 legal
notice published in The Daily Events.


JAYEL CORP: Court OKs Access to First National's Cash Collateral
----------------------------------------------------------------
The Hon. Ben T. Barry of the U.S. Bankruptcy Court for the Western
District of Arkansas authorized Jayel Corporation to use the rents
and profits generated from its real estate in which First National
Bank of Rogers claims an interest.

The bank asserts that it is owed $9,756,422, with interest costs
and fees continuing to accrue thereon.  The loan is secured by a
lien on the majority, if not all, of the Debtor's real estate.

Specifically, the Debtor will only be allowed to use the cash
collateral as:

   a) to pay normal business expenses which include, without
      limitation, the things as repairs, utilities, maintenance,
      taxes, and overhead.

   b) the Debtor will not use cash collateral to pay any
      prepetition debt.

As adequate protection, the Debtor will make an interest payment
to the bank in the amount of $60,000 on or before May 17, 2010,
and $40,000 on or before the 17th day of each month thereafter
until the plan is confirmed.

As additional adequate protection, the bank will be granted a
postpetition replacement lien on the same collateral and to the
same extent, validity and priority that the bank had on the
petition date.

Bentonville, Arkansas-based Jayel Corporation filed for Chapter 11
bankruptcy protection on March 5, 2010 (Bankr. W.D. Ark. Case No.
10-71120).  Donald A. Brady, Jr., Esq., at Blair & Brady Attorneys
At Law, assists the Company in its restructuring effort.


JJRS, LLC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: JJRS, LLC
        4035 Flossmoor Street
        Las Vegas, NV 89115-2347

Bankruptcy Case No.: 10-19368

Chapter 11 Petition Date: May 21, 2010

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

Judge: Mike K. Nakagawa

Debtor's Counsel: Timothy S. Cory, Esq.
                  8831 W. Sahara Avenue
                  Lakes Business Park
                  Las Vegas, NV 89117
                  Tel: (702) 388-1996
                  E-mail: tim.cory@corylaw.us

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/nvb10-19368.pdf

The petition was signed by John Bradley, owner.


KASPAR TREE: Case Summary & 11 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Kaspar Tree Farms, Inc.
        2151 County Road 11
        Mead, NE 68041

Bankruptcy Case No.: 10-41597

Chapter 11 Petition Date: May 21, 2010

Court: United States Bankruptcy Court
       District of Nebraska (Lincoln Office)

Debtor's Counsel: David Grant Hicks, Esq.
                  Pollak & Hicks PC
                  6910 Pacific St
                  #216
                  Omaha, NE 68106
                  Tel: (402) 345-1717
                  E-mail: dhickslaw@aol.com

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

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

A list of the Company's 11 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/neb10-41597.pdf

The petition was signed by Margaret Ann Kaspar.


KIERNAN PLAZA: Case Summary & 2 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Kiernan Plaza Investors, LLC
        20632 Redwood Road, Suite B
        Castro Valley, CA 94546

Bankruptcy Case No.: 10-45827

Chapter 11 Petition Date: May 21, 2010

Court: United States Bankruptcy Court
       Northern District of California (Oakland)

Judge: Leslie J. Tchaikovsky

Debtor's Counsel: Ruth Elin Auerbach, Esq.
                  Law Offices of Ruth Elin Auerbach
                  711 Van Ness Ave. #440
                  San Francisco, CA 94102
                  Tel: (415)673-0560
                  E-mail: attorneyruth@sbcglobal.net

Scheduled Assets: $4,692,000

Scheduled Debts: $3,948,838

A list of the Company's 2 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/canb10-45827.pdf

The petition was signed by William E. Courtney, managing member.


KREUNEN DEVELOPMENT: Taps Harris Jernigan as Bankruptcy Counsel
---------------------------------------------------------------
Kreunen Development Company, Inc., asks the U.S. Bankruptcy Court
for the Northern District of Mississippi for permission to employ
Harris Jernigan & Geno, PLLC as counsel.

Harris Jernigan will, among other things:

   -- advise and consult with the debtor-in-possession regarding
      questions arising from certain contract negotiations which
      will occur during the operation of business;

   -- evaluate and attack claims of various creditors who may
      assert security interest in the assets and who may seek to
      disturb the continued operation of the4 business; and

   -- appear in, prosecute, or defend suits and proceedings, and
      to take all necessary and proper steps and other matters and
      things involved in or connected with the affairs of the
      estate of the Debtor.

The hourly rates of Harris Jernigan's personnel are:

     Craig M. Geno                        $300
     Jeffrey K. Tyree                     $250
     Melanie T. Vardaman                  $225
     Paralegal/Legal Assistants           $125

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

The firm can be reached at:

     Harris Jernigan & Geno, PLLC
     587 Highland Colony Parkway (39157)
     P.O. Box 3380
     Ridgeland, MS 39158-3380
     Tel: (601) 427-0048
     Fax: (601) 427-0050

                    About Kreunen Development

Southaven, Mississippi-based Kreunen Development Company, Inc.,
filed for Chapter 11 bankruptcy protection on March 31, 2010
(Bankr. N.D. Miss. Case No. 10-11600).  Craig M. Geno, Esq., at
Harris Jernigan & Geno, PLLC, assists the Company in its
restructuring effort.  The Company estimated its assets and debts
at $10,000,001 to $50,000,000.


LANDRY'S RESTAURANTS: Amends Merger Deal With Fertitta
------------------------------------------------------
Landry's Restaurants, Inc. has entered into an amendment to the
merger agreement previously signed with a company wholly-owned by
Tilman J. Fertitta, Chairman, Chief Executive Officer and
President of the Company.  Pursuant to the amendment, the Fertitta
company has agreed to acquire all of the Company's outstanding
common stock not already owned by Mr. Fertitta for $24.00 per
share in cash.  The total value of the transaction is
approximately $1.4 billion.  On May 23, 2010, Mr. Fertitta
beneficially owned approximately 55% of the Company's outstanding
shares of common stock. The merger agreement originally entered
into on November 3, 2009 provided for a purchase price of $14.75
per share in cash.

The Company's Board of Directors, acting upon the unanimous
recommendation of a Special Committee comprised entirely of
outside, non-employee directors, has approved the amended merger
agreement and has recommended that the Company's stockholders vote
in favor of the amended merger agreement.  The Special Committee
received the opinion of Moelis & Company, financial advisor to the
Special Committee, that the amended purchase price is fair from a
financial point of view to the Company's stockholders, other than
Mr. Fertitta and his affiliates.

The merger is subject to approval by the Company's stockholders,
including approval by the holders of a majority of the Company's
common stock voted at the special meeting and not owned by Mr.
Fertitta and the directors in the litigation described below.

The Company also announced that a partial settlement has been
reached to settle derivative and certain other claims against Mr.
Fertitta, affiliates of Mr. Fertitta and the Company's directors
in a lawsuit currently pending in Delaware.  The merger is
conditioned upon the dismissal with prejudice of such claims.

Both the amended merger agreement and terms of the settlement with
the plaintiff in the Delaware lawsuit provide, among other things,
that (1) the Special Committee will conduct an active "go-shop"
process for 45 days, with the option for at least a 15-day
extension for due diligence if the Special Committee deems
necessary, (2) the Special Committee will waive standstills,
except for hostile offers or open market transactions in the
Company's securities, to permit proposals during the "go-shop"
process and will permit requests for waivers of standstills to be
made thereafter, (3) Mr. Fertitta is not entitled to receive a
termination fee upon termination of the amended merger agreement,
but may be reimbursed for his actual expenses in specified
circumstances, and (4) the Company will reimburse up to $500,000
in actual out-of-pocket due diligence costs incurred by the two
highest bidders that submit a proposal to acquire the Company at a
price in excess of $24.00 per share, if the Special Committee
concludes that the proposal is reasonably likely to lead to a
superior proposal.  No assurances can be given that the
solicitation of superior proposals will result in an alternative
transaction.

                    About Landry's Restaurants

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

                         *     *     *

As reported in the Troubled Company Reporter on May 10, 2010,
Moody's Investors Service stated that the increased offer by
Landry's Restaurant, Inc.'s Chairman to take the company private
could make it more difficult for the company to maintain its
current ratings.  All of Landry's ratings, including its B2
Corporate Family and Probability of Default ratings, remain on
review for possible downgrade.


LEE JUNDANIAN: Case Summary & 7 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Lee Joseph Jundanian
        15 West Lenox Street
        Chevy Chase, MD 20815

Bankruptcy Case No.: 10-21513

Chapter 11 Petition Date: May 21, 2010

Court: United States Bankruptcy Court
       District of Maryland (Greenbelt)

Debtor's Counsel: Kristen B. Perry, Esq.
                  Whiteford, Taylor et al.
                  Seven Saint Paul St., Suite 1400
                  Baltimore, MD 21202
                  Tel: (410) 347-8700
                  E-mail: kperry@wtplaw.com

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

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

A list of the Company's 7 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/mdb10-21513.pdf

The petition was signed by Lee Joseph Jundanian.


LEXICON UNITED: Meyler & Company Raises Going Concern Doubt
-----------------------------------------------------------
Meyler & Company LLC in Middletown, New Jersey, expressed
substantial doubt against Lexicon United Incorporated's ability as
a going concern after auditing the Company's results for the year
ended Dec. 31, 2009.  The firm said the Company continues to have
negative cash flows from operations, recurring losses from
operations, and has a stockholders' deficit.

In its Form 10-K for full year 2009, the Company reported a net
loss of $11,788 on $4,190,723 of total revenues for the year ended
Dec. 31, 2009, compared with a net loss of $760,747 on
$4,331,355 of total revenues during the same period a year ago.

The Company's balance sheet at Dec. 31, 2009, showed $3,303,867 in
total assets and $3,351,560 in total liabilities, for a
stockholders' deficit of $47,693.

A full-text copy of the Company's Form 10-K is available for free
at http://ResearchArchives.com/t/s?6302

                       About Lexicon United

Based in Austin, Texas, Lexicon United Incorporated (OTC
BB:LXUN.OB) -- http://www.atncapital.com.br/-- is a financial
services holding company specializing in collections and credit
recovery.  ATN, a subsidiary of the Company, is engaged in the
business of managing and servicing accounts receivables for large
financial institutions in Brazil and acquiring portfolios of debt
assets for its own account.  Revenues are primarily derived from
collections related to distressed debt assets.


MARSH HAWK: U.S. Trustee Forms 5-Members Creditors Committee
------------------------------------------------------------
W. Clarkson McDow, Jr., the U.S. Trustee for Region 4, appointed
creditors in the Chapter 11 case of Marsh Hawk Golf Club, LLC.

The Creditors Committee members are:

1. F. Thomas Hughes
   102 Gullane
   Williamsburg, VA 23188

2. Donald S. Baker
   Ford's Colony Homeowners Association
   107 Formby
   Williamsburg, VA 23188
   Represented by: Susan Tarley
                   Tarley Robinson PLC
                   1313 Jamestown Road, Suite 202
                   Williamsburg, VA 23185

3. Sam Bowlin
   Country Club Membership Association
   128 Meadowbrook
   Williamsburg, Virginia 23188
   Represented by: Susan Tarley

4. Philip S. Radcliff
   106 Burnham
   Williamsburg, VA 23188

5. James D. Neidhart, committee chairman
   103 Shellbank Drive
   Williamsburg, VA 23185

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

Williamsburg, Virginia-based Marsh Hawk Golf Club, LLC, aka Ford's
Colony Country Club, filed for Chapter 11 bankruptcy protection on
April 1, 2010 (Bankr. E.D. Va. Case No. 10-50632).  Ross C.
Reeves, Esq., at Willcox & Savage, P.C., assists the Company in
its restructuring effort.  The Company estimated its assets and
debts at $10,000,000 to $50,000,000.


MARSH HAWK: Files Schedules of Assets and Liabilities
-----------------------------------------------------
Marsh Hawk Golf Club, LLC, filed with the U.S. Bankruptcy Court
for the Eastern District of Virginia its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $25,275,806
  B. Personal Property            $1,639,592
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $17,755,638
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $17,175
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $486,349
                                 -----------      -----------
        TOTAL                    $26,915,398      $18,259,162

Williamsburg, Virginia-based Marsh Hawk Golf Club, LLC, aka Ford's
Colony Country Club, filed for Chapter 11 bankruptcy protection on
April 1, 2010 (Bankr. E.D. Va. Case No. 10-50632).  Ross C.
Reeves, Esq., at Willcox & Savage, P.C., assists the Company in
its restructuring effort.  The Company estimated its assets and
debts at $10,000,000 to $50,000,000.


MECHANICAL TECHNOLOGY: Posts $1.24 Mil. Net Loss for March 31 Qtr
-----------------------------------------------------------------
Mechanical Technology Inc. filed its quarterly report on Form 10-
Q, reporting a net loss of $1,234,000 on $1,624,000 of revenue for
the three months ended March 31, 2010, compared with a net loss of
$1,244,000 million on $1,549,000 of revenue during the same period
a year ago.

The Company's balance sheet at March 31, 2010, revealed
$3,741,000 in total assets and $1,719,000 in total liabilities,
for a stockholders' equity of $2,022,000.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?6306

Mechanical Technology, Incorporated, operates in two segments, the
New Energy segment which is conducted through MTI MicroFuel Cells
Inc., a majority-owned subsidiary, and the Test and Measurement
Instrumentation segment, which is conducted through MTI
Instruments, Inc., a wholly owned subsidiary.

MTI Micro is developing Mobion(R), a handheld energy-generating
device to replace current lithium-ion and similar rechargeable
battery systems in many handheld electronic devices for the
military and consumer markets.  As of December 31, 2009, the
Company owned approximately 61.81% of MTI Micro's outstanding
common stock.

MTI Instruments is a worldwide supplier of precision non-contact
physical measurement solutions, condition based monitoring
systems, portable balance equipment and wafer inspection tools.

                           *     *     *

In its March 31, 2010 report, PricewaterhouseCoopers in Albany,
New York, said there is substantial doubt about the Company's
ability to continue as a going concern.  It noted that the Company
has suffered recurring losses from operations and has an
accumulated deficit.


MERIDIAN RESOURCE: Delays 10-Q Filing; Alta Mesa Merger Completed
-----------------------------------------------------------------
The Meridian Resource Corporation is filing this Notification of
Late Filing on Form 12b-25 with respect to the Company's Quarterly
Report on Form 10-Q for the quarter ended March 31, 2010.

As previously disclosed, on December 22, 2009, Alta Mesa Holdings,
LP, Alta Mesa Acquisition Sub, LLC and the Company entered into an
Agreement and Plan of Merger, providing for the merger of the
Company with and into Alta Mesa.  The closing of the Merger
occurred on May 13, 2010.

A Notification of Removal from Listing and/or Registration Under
Section 12(b) of the Securities Exchange Act of 1934 on Form 25
was filed with the Securities and Exchange Commission on May 14,
2010.  Because the efforts of the Company's management have been
focused on the closing of the Merger and the other transactions
contemplated by the Merger Agreement, the Company is unable,
without unreasonable effort and expense, to file the Form 10-Q on
a timely basis.  The Company expects that the Form 10-Q will be
filed no later than the fifth calendar day following the due date.

                    About Meridian Resource

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

Meridian reported a net loss of $72,636,000 for 2009 from a net
loss of $209,886,000 for 2008 and net income of $7,137,000 for
2007.  Revenues were $89,254,000 for 2009 from $149,165,000 for
2008 and $152,178,000 for 2007.

At December 31, 2009, the Company had total assets of $183,130,000
against total current liabilities of $119,913,000 and other debt
of $22,473,000, resulting in stockholders' equity of $40,744,000.


MIDWAY GAMES: Court Confirms Plan of Liquidation
------------------------------------------------
Lee E. Buchwald, president of Buchwald Capital Advisors LLC, said
that Judge Kevin Gross, in Wilmington, Delaware, confirmed the
Joint Chapter 11 Plan of Liquidation for Midway Games Inc. at a
hearing held on May 21.

Pursuant to the Plan, the Midway Liquidating Trust is being
established to complete the liquidation and distribute proceeds to
creditors.  Buchwald Capital Advisors LLC is the Liquidating
Trustee for the Trust.

According to the Disclosure Statement, unsecured creditors of the
parent stand to recover 16.5%.  Unsecured creditors of
subsidiaries should see 25%.  Midway sold assets to generate $43
million cash, leaving no substantial secured claims unpaid.

A copy of the Plan of Liquidation is available for free at:

  http://bankrupt.com/misc/Midway_POR_Entered_052110.pdf

A copy of the Disclosure Statement is available for free at:

  http://bankrupt.com/misc/Midway_DS_032610.pdf

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

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

                        About Midway Games

Headquartered in Chicago, Illinois, Midway Games Inc. (OTC Pink
Sheets: MWYGQ) -- http://www.midway.com/-- was a leading
developer and publisher of interactive entertainment software for
major videogame systems and personal computers.

The Company and nine of its affiliates filed for Chapter 11
protection on February 12, 2009 (Bankr. D. Del. Lead Case No.
09-10465).  Michael D. DeBaecke, Esq., Jason W. Staib, Esq, and

Headquartered in Chicago, Illinois, Midway Games Inc. (OTC Pink
Sheets: MWYGQ) -- http://www.midway.com/-- was a leading
developer and publisher of interactive entertainment software for
major videogame systems and personal computers.

The Company and nine of its affiliates filed for Chapter 11
protection on February 12, 2009 (Bankr. D. Del. Lead Case No.
09-10465).  Michael D. DeBaecke, Esq., Jason W. Staib, Esq, and
Victoria A. Guilfoyle, Esq., at Blank Rome LLP, in Wilmington,
Delaware; and Marc E. Richards, Esq., and Pamela E. Flaherty,
Esq., at Blank Rome LLP, in New York, represent the Debtors in
their restructuring efforts.  Attorneys at Milbank, Tweed, Hadley
& McCloy LLP and Richards, Layton & Finger, P.A. represent the
official committee of unsecured creditors as counsel.  Epiq
Bankruptcy Solutions, LLC, is the Debtors' claims, noticing, and
balloting agent.

On July 10, 2009, Midway and certain of its U.S. subsidiaries
completed the sale of substantially all of their assets to Warner
Bros. Entertainment Inc. in a sale approved by the Court.  The
aggregate gross purchase price was roughly $49 million, including
the assumption of certain liabilities.  Midway is disposing of its
remaining assets.

At June 30, 2009, the Debtors reported $1.39 billion in assets and
$1.59 billion in liabilities.  The Debtors' project that unsecured
creditors will recover between 16.5% and 25% on account of their
prepetition claims under the Company's Chapter 11 plan of
liquidation.


MIT HOLDING: Posts $201,510 Net Loss in March 31 Quarter
--------------------------------------------------------
MIT Holding, Inc. filed its quarterly report on Form 10-Q, showing
a net loss of $201,510 on $1,677,136 of revenue for the three
months ended March 31, 2010, compared with net income of $188,126
on $1,572,401 of revenue for the same period of 2009.

The Company's balance sheet as of March 31, 2010, showed
$1,117,607 in assets and $3,653,738 of liabilities, for a
stockholders' deficiency of $2,536,131.

Michael T. Studer CPA P.C., in Freeport, N.Y., expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditor noted of the Company's
inability to achieve sufficient collections on its revenues.  "The
lack of additional capital resulting from the inability to
generate cash flow from operations or to raise capital from
external sources would force the Company to substantially curtail
or cease operations and would, therefore, have a material adverse
effect on its business."

At March 31, 2010, the Company had negative working capital of
$1,880,859.  From inception, the Company has incurred a net loss
of $8,807,545.

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

               http://researcharchives.com/t/s?62f5

Savannah, Ga.-based MIT Holding, Inc. (OTC BB: MITD.OB) --
http://www.mitholdinginc.com/-- through its wholly-owned
subsidiaries, distributes wholesale pharmaceuticals, administers
intravenous infusions, operates an ambulatory center where
therapies are administered and sells and rents home medical
equipment.


MOUNTAIN RESORT: Files Schedules of Assets and Liabilities
----------------------------------------------------------
Mountain Resort Properties, LLC, filed with the U.S. Bankruptcy
Court for the District of Colorado its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $10,075,000
  B. Personal Property              $443,745
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $5,900,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $40,207
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                           $78,000
                                 -----------      -----------
        TOTAL                    $10,518,745       $6,018,207

San Diego, California-based Mountain Resort Properties, LLC, filed
for Chapter 11 bankruptcy protection on April 5, 2010 (Bankr. D.
Colo. Case No. 10-17709).  The Company listed $10,000,001 to
$50,000,000 in assets and $1,000,001 to $10,000,000 in
liabilities.


MOUNTAIN RESORT: U.S. Trustee Unable to Form Creditors Committee
----------------------------------------------------------------
Charles F. McVay, the U.S. Trustee for Region 19, notified the
U.S. Bankruptcy Court for the District of Colorado that he was
unable to appoint an official committee of unsecured creditors in
the Chapter 11 case of Mountain Resort Properties, LLC.

Mr. McVay explained that there were insufficient indications of
willingness from the unsecured creditors to serve in the
committee.

San Diego, California-based Mountain Resort Properties, LLC, filed
for Chapter 11 bankruptcy protection on April 5, 2010 (Bankr. D.
Colo. Case No. 10-17709).  The Company listed $10,000,001 to
$50,000,000 in assets and $1,000,001 to $10,000,000 in
liabilities.


NEFF CORP: Disclosures Statement Hearing Set for July 12
--------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Neff Corp. scheduled
a July 12 hearing for approval of the disclosure statement
explaining its reorganization plan that was filed together with
the bankruptcy petition.  The plan would reduce debt by more than
$400 million while giving most of the new equity to first-lien
lenders owed $90 million on a term loan.

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.

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

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


NEW YORK RACING: To Lay Off 1,400 Employees by June 9
-----------------------------------------------------
The Associated Press reports that New York Racing Association
notified 1,400 workers that it might have to close the Belmont,
Aqueduct and Saratoga tracks after the Belmont Stakes, which ends
July 18, 2010.  Employees could face layoffs as early as June 9,
2010, if it closed down, AP notes.

According to AP, Gov. David Paterson said Tuesday he expects the
Legislature to approve a loan of $15 million to $25 million to
keep NYRA operating until it gets a share of revenue from video
slot machines planned for Aqueduct.

                           About NYRA

Based in Jamaica, New York, The New York Racing Association
Inc. aka NYRA -- http://www.nyra.com/-- operates racing tracks in
Aqueduct, Belmont Park and Saratoga.  The Company filed for
chapter 11 protection on Nov. 2, 2006 (Bankr. S.D.N.Y. Case No.
06-12618).  Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP,
Henry C. Collins, Esq., at Cooper, Erving & Savage LLP, and
Irena M. Goldstein, Esq., at Dewey Ballantine LLP represented the
Debtor in its restructuring efforts.  The Garden City Group Inc.
served as the Debtor's claims and noticing agent.  The U.S.
Trustee for Region 2 appointed an Official Committee of Unsecured
Creditors.  Edward M. Fox, Esq., Eric T. Moser, Esq., and Jeffrey
N. Rich, Esq., at Kirkpatrick & Lockhart Preston Gates Ellis LLP,
represented the Committee.

When the Debtor sought protection from its creditors, it listed
assets of $153 million and debts of $310 million.


NORTEL NETWORKS: Solicits Bids for Patent Portfolio
---------------------------------------------------
Nortel Networks Corp. is soliciting bids for its patent portfolio
while still determining whether to sell the patents or to retain
ownership and monetize them through a licensing program, The Wall
Street Journal reports.

Nortel's patent portfolio reportedly consists of about 4,000
issued patents worldwide.

The solicitation of bids is aimed at determining how much the
patents might fetch in a sale.  Nortel, however, will push for a
licensing strategy if it does not get much interest, WSJ relates,
citing people familiar with the matter.

Nortel reportedly requires interested parties to sign what is
being described as a very strict non-disclosure agreement.

Nortel has not divulged any purchase price for the patent assets.
According to market talk, however, the company is seeking as much
as US$1 billion, WSJ reports.

Nortel's intellectual property portfolio has elicited much
interest partly because it includes patents believed to be
essential to the long term evolution (LTE) cellular-network
standard, which most carriers plan to adopt so a company that
gains possession of essential LTE patents could demand license
fees from rivals or defend itself against infringement claims,
according to the report.

                      About Nortel Networks

Nortel Networks (OTCBB:NRTLQ) -- http://www.nortel.com/--
delivers communications capabilities that make the promise of
Business Made Simple a reality for the Company's customers.  The
Company's next-generation technologies, for both service provider
and enterprise networks, support multimedia and business-critical
applications.  Nortel's technologies are designed to help
eliminate the barriers to efficiency, speed and performance by
simplifying networks and connecting people to the information they
need, when they need it.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young was appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.

The Monitor sought recognition of the CCAA Proceedings in the U.S.
by filing a bankruptcy petition under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10164).  Mary Caloway,
Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney
PC, in Wilmington, Delaware, serves as the Chapter 15 petitioner's
counsel.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

Certain of Nortel's European subsidiaries also made consequential
filings for creditor protection.  The Nortel Companies related in
a press release that Nortel Networks UK Limited and certain
subsidiaries of the Nortel group incorporated in the EMEA region
have each obtained an administration order from the English High
Court of Justice under the Insolvency Act 1986.  The applications
were made by the EMEA Subsidiaries under the provisions of the
European Union's Council Regulation (EC) No. 1346/2000 on
Insolvency Proceedings and on the basis that each EMEA
Subsidiary's centre of main interests is in England.  Under the
terms of the orders, representatives of Ernst & Young LLP have
been appointed as administrators of each of the EMEA Companies and
will continue to manage the EMEA Companies and operate their
businesses under the jurisdiction of the English Court and in
accordance with the applicable provisions of the Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated have material operations and are not part of the
bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of US$11.6 billion and consolidated
liabilities of US$11.8 billion.  The Nortel Companies' U.S.
businesses are primarily conducted through Nortel Networks Inc.,
which is the parent of majority of the U.S. Nortel Companies.  As
of September 30, 2008, NNI had assets of about US$9 billion and
liabilities of US$3.2 billion, which do not include NNI's
guarantee of some or all of the Nortel Companies' about
US$4.2 billion of unsecured public debt.

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


NORTEL NETWORKS: To Sell CALA GSM Business to Ericsson
------------------------------------------------------
Nortel Networks Inc. and its affiliates seek approval from the
U.S. Bankruptcy Court for the District of Delaware to sell the
remaining assets of their Global System for Mobile and GSM for
Railways business.

Nortel plans to sell the GSM/GSM-R assets in the Caribbean and
Latin region to Telefonaktiebolaget LM Ericsson for $2 million.
The assets include contracts with Nortel Networks (CALA) Inc.,
and inventory owned by Nortel CALA and other Nortel units in the
region.  Cash and cash equivalents, accounts receivable, bank
account balances and petty cash are excluded from the sale block.

Sweden-based Ericsson bought Nortel's GSM/GSM-R business in North
America in late March 2010, but did not take over Nortel
contracts and other assets in the Caribbean and Latin American
region at that time.

Under the deal, Ericsson agreed to acquire the remaining
GSM/GSM-R assets in the CALA region for a base purchase price of
$2 million; take over contracts, including customer agreements;
and assume liabilities under those contracts.  Some workers at NN
CALA and other Nortel units in the region will be offered jobs at
Ericsson as part of the deal.

The sale is subject to approvals from the U.S. Bankruptcy Court
and the Ontario Superior Court of Justice, which oversees the
case of Canada-based Nortel Networks Ltd., NNI's parent company.

NNL and its four affiliates in Canada have already filed a motion
with the Canadian Court, seeking approval of the proposed sale of
the remaining GSM/GSM-R assets.

The Nortel CALA-Ericsson deal is formalized in a 75-page
agreement, a copy of which is available without charge at:

  http://bankrupt.com/misc/Nortel_GSMCALAAgreement1.pdf
  http://bankrupt.com/misc/Nortel_GSMCALAAgreement2.pdf

NNI's attorney, Andrew Remming, Esq., at Morris Nichols Arsht &
Tunnell LLP, in Wilmington, Delaware, says the Debtors will not
solicit bids for the sale of any part of the remaining GSM/GSM-R
business under the deal.  The Debtors already engaged in an
extensive marketing of the remaining GSM assets and there is risk
that their value would deteriorate if further marketing is
pursued, he avers.

Ernst & Young Inc., the firm appointed to monitor the assets of
NNL and its Canadian affiliates, has recommended the approval of
the proposed sale.  In its 45th monitor report, E&Y says the
proposed sale represents the best deal for the assets and that
Nortel's efforts to market the assets provided a "reasonable
mechanism" to determine their market value.

The proposed sale, however, drew flak from Motorola Inc. and SNMP
Research International Inc., both of which have existing
agreements with Nortel.

In a statement filed with the Bankruptcy Court, Motorola says it
will not allow the assumption and assignment of its supply
agreements unless Ericsson ensures that Motorola's confidential
and proprietary information is protected.  Meanwhile, SNMP seeks
clarification from the Debtors and Ericsson if its license
agreement with Nortel Networks Corp. is included in the sale.

The Bankruptcy Court is set to consider approval of the proposed
sale on May 24, 2010.

         NNI, et al., Ask Courts to Approve Side Agreement

In a related development, the Debtors ask the U.S. Court and the
Canadian Court to approve a side agreement with Ericsson and
Kapsch CarrierCom AG in connection with the March 2010 sale of
their GSM/GSM-R business.

The Side Agreement requires Nortel to observe proper consultation
and notification prior to amending any provision of right under
the respective sale agreements.  It also contains terms governing
the collection and allocation of the sale proceeds,
indemnification of the distribution and escrow agents, among
other things.

A full-text copy of the GSM Business Side Agreement is available
for free at http://bankrupt.com/misc/Nortel_GSMSideAgreement.pdf

Kapsch is the buyer of Nortel's GSM assets in Taiwan, Europe,
Middle East and Africa, and the global assets of the GSM-R
business.

                      About Nortel Networks

Nortel Networks (OTCBB:NRTLQ) -- http://www.nortel.com/--
delivers communications capabilities that make the promise of
Business Made Simple a reality for the Company's customers.  The
Company's next-generation technologies, for both service provider
and enterprise networks, support multimedia and business-critical
applications.  Nortel's technologies are designed to help
eliminate the barriers to efficiency, speed and performance by
simplifying networks and connecting people to the information they
need, when they need it.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young was appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.

The Monitor sought recognition of the CCAA Proceedings in the U.S.
by filing a bankruptcy petition under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10164).  Mary Caloway,
Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney
PC, in Wilmington, Delaware, serves as the Chapter 15 petitioner's
counsel.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

Certain of Nortel's European subsidiaries also made consequential
filings for creditor protection.  The Nortel Companies related in
a press release that Nortel Networks UK Limited and certain
subsidiaries of the Nortel group incorporated in the EMEA region
have each obtained an administration order from the English High
Court of Justice under the Insolvency Act 1986.  The applications
were made by the EMEA Subsidiaries under the provisions of the
European Union's Council Regulation (EC) No. 1346/2000 on
Insolvency Proceedings and on the basis that each EMEA
Subsidiary's centre of main interests is in England.  Under the
terms of the orders, representatives of Ernst & Young LLP have
been appointed as administrators of each of the EMEA Companies and
will continue to manage the EMEA Companies and operate their
businesses under the jurisdiction of the English Court and in
accordance with the applicable provisions of the Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated have material operations and are not part of the
bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of US$11.6 billion and consolidated
liabilities of US$11.8 billion.  The Nortel Companies' U.S.
businesses are primarily conducted through Nortel Networks Inc.,
which is the parent of majority of the U.S. Nortel Companies.  As
of September 30, 2008, NNI had assets of about US$9 billion and
liabilities of US$3.2 billion, which do not include NNI's
guarantee of some or all of the Nortel Companies' about
US$4.2 billion of unsecured public debt.

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


NORTEL NETWORKS: Seeks Nod of Genband Side Agreement
----------------------------------------------------
Nortel Networks Inc. and its affiliates asked the U.S. Bankruptcy
Court for the District of Delaware to approve a side agreement in
connection with the sale of their Carrier VoIP and Application
Solutions business to Genband Inc.

Nortel hammered out the Side Agreement to facilitate the
completion of the Carrier VOIP sale transaction.  The Agreement
specifically requires Nortel to observe proper consultation and
notification prior to amending any provision of right under the
respective sale agreements, facilitate the process for obtaining
regulatory approval, and defend the sale from governmental
actions, among other things.  The Side Agreement also contains
terms governing the allocation of the sale proceeds and any plan
to terminate or amend the Agreement.

A full-text copy of the Carrier VOIP Side Agreement is available
for free at http://bankrupt.com/misc/Nortel_CVASSideAgreement.pdf

The Court will consider approval of the Side Agreement at a
May 24, 2010 hearing.

In a related development, Nortel notified the Bankruptcy Court of
its intention to assume and assign executory contracts to Genband
as part of the sale of the CVAS business.

Nortel did not provide a list identifying the contracts but said
that it will provide a schedule to each party whom it executed
the contracts with.  Some of those agreements are customer
contracts, which Genband elected to be assigned to Genband
Ireland Ltd.

The assumption and assignment of the contracts will take effect
upon the closing of the sale.

Meanwhile, Nortel Networks Corporation and its Canadian
affiliates that filed for creditor protection asked for the
Ontario Superior Court of Justice's approval to execute a
distribution escrow agreement in connection with the sale of the
CVAS business.   The agreement contemplates that the proceeds
from the sale will be deposited in an escrow account.

                      About Nortel Networks

Nortel Networks (OTCBB:NRTLQ) -- http://www.nortel.com/--
delivers communications capabilities that make the promise of
Business Made Simple a reality for the Company's customers.  The
Company's next-generation technologies, for both service provider
and enterprise networks, support multimedia and business-critical
applications.  Nortel's technologies are designed to help
eliminate the barriers to efficiency, speed and performance by
simplifying networks and connecting people to the information they
need, when they need it.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young was appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.

The Monitor sought recognition of the CCAA Proceedings in the U.S.
by filing a bankruptcy petition under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10164).  Mary Caloway,
Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney
PC, in Wilmington, Delaware, serves as the Chapter 15 petitioner's
counsel.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

Certain of Nortel's European subsidiaries also made consequential
filings for creditor protection.  The Nortel Companies related in
a press release that Nortel Networks UK Limited and certain
subsidiaries of the Nortel group incorporated in the EMEA region
have each obtained an administration order from the English High
Court of Justice under the Insolvency Act 1986.  The applications
were made by the EMEA Subsidiaries under the provisions of the
European Union's Council Regulation (EC) No. 1346/2000 on
Insolvency Proceedings and on the basis that each EMEA
Subsidiary's centre of main interests is in England.  Under the
terms of the orders, representatives of Ernst & Young LLP have
been appointed as administrators of each of the EMEA Companies and
will continue to manage the EMEA Companies and operate their
businesses under the jurisdiction of the English Court and in
accordance with the applicable provisions of the Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated have material operations and are not part of the
bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of US$11.6 billion and consolidated
liabilities of US$11.8 billion.  The Nortel Companies' U.S.
businesses are primarily conducted through Nortel Networks Inc.,
which is the parent of majority of the U.S. Nortel Companies.  As
of September 30, 2008, NNI had assets of about US$9 billion and
liabilities of US$3.2 billion, which do not include NNI's
guarantee of some or all of the Nortel Companies' about
US$4.2 billion of unsecured public debt.

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


NORTEL NETWORKS: Releases 2010 First Quarter Results
----------------------------------------------------
Nortel Networks Corporation announced its results for the first
quarter 2010. Results were prepared in accordance with United
States generally accepted accounting principles (GAAP) in U.S.
dollars.

As previously announced, Nortel accounts for the results of the
Europe, Middle East and Africa ( EMEA) subsidiaries, and entities
they control (Equity Investees), by the equity method of
accounting in its consolidated results.  The equity method of
accounting results in the financial position and results of
operations of the Equity Investees being presented net on a
single line in the balance sheet and statement of operations,
respectively, versus being combined gross into each individual
line item.  All periods in this release are presented using the
equity method of accounting as described above.

The Enterprise Solutions (ES) business as well as the Nortel
Government Solutions (NGS) and DiamondWare businesses are
presented as discontinued operations for the periods presented.
The ES business for the first quarter was comprised of the
residual contracts not transferred to Avaya.

The Code Division Multiple Access (CDMA), and Optical Networking
and Carrier Ethernet, and Global System for Mobile communications
(GSM)/GSM for Railways (GSM-R) businesses did not qualify for
treatment as discontinued operations and as a result are included
in continuing operations.  The CDMA business for the first quarter
was comprised of the residual contracts not transferred to
Ericsson.

Except in the Segment Revenues section, the discussion below
relates to Results from Continuing Operations under U.S. GAAP and
excludes the financial results of the Equity Investees.

Consistent with the way we manage our business segments, the
financial information in the Segment Revenues section includes
the results of the Equity Investees within each segment.
Therefore, in order to reconcile the financial information for
the business segments discussed below to our consolidated
financial information, the net financial results of the Equity
Investees must be removed.

                       Financial Summary

Nortel's overall financial performance in the first quarter of
2010 was impacted by the sale of the CDMA, LTE Access and ES, NGS
and DiamondWare businesses.

    * Revenues in the first quarter of $484 million, with
      declines year over year in all segments and in all
      regions.  These revenues excluded first quarter revenues
      related to Equity Investees of $180 million and $10
      million related to discontinued operations.
    * Gross margin of 27.5 percent in the first quarter, a
      decrease of 13.8 percentage points from the year ago
      quarter.

    * SG&A expense in the first quarter of $184 million, a
      decrease of 21.0 percent from the year ago quarter.  SG&A
      expense in the first quarter excluded $70 million related
      to Equity Investees.

    * R&D expense in the first quarter of $96 million, a
      decrease of 58.3 percent from the year ago quarter.  R&D
      expense in the first quarter excluded $7 million related
      to Equity Investees.

    * Cash balance as of March 31, 2010 was $1.9 billion and
      excluded Equity Investees cash of $788 million.  The
      consolidated cash balance decreased slightly from the
      December 31, 2009 consolidated cash balance of $2.0
      billion, which excluded Equity Investees cash of $815
      million.

                        Segment Revenues

The financial information for our business segments includes the
results of the Equity Investees as if they were consolidated,
which is consistent with the way we manage our business segments,
but does not include the results of discontinued operations.

As a result of the divestitures of the CDMA/LTE Access and
ES businesses in the fourth quarter of 2009, beginning in the
first quarter of 2010, only the residual contracts related to
those businesses are included in the respective reportable
segments.  Beginning in the second quarter of 2010, as a result
of the divestitures of the Optical Networking and Carrier
Ethernet and GSM/GSM-R businesses in the first quarter of 2010,
only the residual contracts related to those businesses will
remain in the respective reportable segments.  The MEN reportable
segment will also include the multiservice switching products and
related services (MSS) business.  The CVAS and LGN reportable
segments will continue.

Segment revenues from continuing operations were $662 million in
the first quarter of 2010 compared to $1.3 billion for the first
quarter of 2009, reflecting a reduction of 48.6% percent due to
declines across all business segments.  The reduction was
primarily a result of the divestitures of the CDMA/LTE Access and
ES businesses in the fourth quarter of 2009.

                                   Segment Revenues B/(W)
                                      Q1 2010     YoY
                                      -------    -----
    Wireless Networks                    $168     (70%)
    Carrier VoIP and Appl. Solutions      154      (9%)
    Metro Ethernet Networks               216     (40%)
    LGN                                   122     (35%)
    Other                                   4      75%
                                      -------    -----
    Total Segment Revenues
    from Continuing Operations           $664     (48%)

    Discontinued Operations               $10     (98%)

Discontinued operations Includes revenues related to the
discontinued operations of Equity Investees.

WN revenues in the first quarter of 2010 were $168 million, a
decrease of 70 percent compared with the year ago quarter with
declines in all businesses.  CDMA solutions revenues were
significantly impacted by the divestiture of the CDMA business in
the fourth quarter of 2009.

CVAS revenues in the first quarter of 2010 were $154 million, a
decrease of 9 percent compared with the year ago quarter primarily
due to lower sales volumes from certain customers, partially
offset by favorable foreign exchange fluctuations and an increase
in services contracts in the first quarter of 2010.

Metro Ethernet Networks (MEN) revenues in the first quarter of
2010 were $216 million, a decrease of 40 percent compared with
the year ago quarter.  Revenues were impacted by the divestiture
of the Optical Networking and Carrier Ethernet business in the
first quarter of 2010 and certain projects in the first quarter
of 2009 that did not repeat to the same extent in 2010.

LG-Nortel Co. Ltd. (LGN) revenues in the first quarter of 2010
were $122 million, a decrease of 35 percent compared with the year
ago quarter.  The year over year decline was primarily in LGN
Carrier, mainly due to higher sales volumes related to our 3G
wireless products in the first quarter of 2009 not repeated to
the same extent in 2010.

Discontinued operations revenues in the first quarter of 2010 were
$10 million, a decrease of 98 percent compared with the year ago
quarter as a result of the divesture of the ES, NGS and
DiamondWare businesses in the fourth quarter of 2009.

                         Gross Margin

Gross margin was 27.5 percent of revenues in the first quarter of
2010.  This compared to gross margin of 41.3 percent for the first
quarter of 2009.  This decrease was primarily a result of the
divestiture of the CDMA/LTE Access business in the fourth quarter
of 2009 and the unfavorable impacts of inventory provisions and
warranty costs, partially offset by favorable foreign exchange
fluctuations.

                     Operating Expenses

                             Operating Expenses B/(W)
                                 Q1 2010     YoY
                                -------    -----
    SG&A                            $184      21%
    R&D                               96      58%
                                 -------    -----
    Total Operating Expenses        $280      40%

A focus on reducing costs, and the divestiture of the CDMA/LTE
Access and ES businesses in the fourth quarter of 2009, resulted
in lower operating expenses compared to the year ago quarter.
Operating expenses were $280 million in the first quarter of 2010
compared to $463 million for the first quarter of 2009.

SG&A expenses were $184 million in the first quarter of 2010,
compared to $233 million for the first quarter of 2009.  SG&A
expenses excluded $70 million in the first quarter of 2010 and
$132 million in the first quarter of 2009 related to Equity
Investees.

R&D expenses were $96 million in the first quarter of 2010,
compared to $230 million for the first quarter of 2009.  R&D
expenses excluded $7 million in the first quarter of 2010 and $27
million in the first quarter of 2009 related to Equity Investees.

                          Net Earnings

The Company reported net earnings in the first quarter of 2010 of
$355 million compared to a net loss of $507 million in the first
quarter of 2009.

The net earnings in the first quarter of 2010 of $355 million
included reorganization items of $497 million primarily related to
the gains on the divestitures of the Optical Networking and
Carrier Ethernet assets to Ciena of $549 million and the GSM/GSM-R
assets to Ericsson and Kapsch of $93 million, other operating
income of $60 million comprised primarily of billings under
transaction services agreements and other income of $61 comprised
primarily of a currency exchange gain of $44 million, partially
offset by interest expense of $75 million and $12 million in
income tax expense.

The net loss in the first quarter of 2009 of $507 million included
a loss from discontinued operations of $197 million, $122 million
equity in net loss of Equity Investees, interest expense of
$76 million, other expense -- net of $55 million comprised
primarily of a loss of $46 million due to changes in foreign
exchange rates, and a loss of $22 million due to income
attributable to non-controlling interests.

                              Cash

Consolidated cash balance as of March 31, 2010 was $1.9 billion
and excluded Equity Investees;' cash of $788 million and
restricted cash of $2.7 billion related to the divestiture
proceeds.  The consolidated cash balance decreased slightly from
the December 31, 2009 consolidated cash balance of $2.0 billion,
which excluded Equity Investees cash of $815 million.  The
decrease in the consolidated cash balance was primarily due to
cash used in operating activities of $76 million, the reduction
of cash and cash equivalents of deconsolidated entities of $24,
cash used in financing activities of $13 million primarily
related to dividends paid by subsidiaries to non controlling
interests, partially offset by cash from investing activities of
$27 million, which included proceeds from sales of businesses
largely offset by proceeds from those sales recorded as
restricted cash, and a net favorable foreign exchange impact of
$13 million.

As previously announced, Nortel does not expect that the Company's
common shareholders or the NNL preferred shareholders will receive
any value from the creditor protection proceedings and expects
that the proceedings will result in the cancellation of these
equity interests.

A full-text copy of Nortel Networks' First Quarter 2010 Financial
Results filed in Form 10-Q with the U.S. Securities and Exchange
Commission is available at http://researcharchives.com/t/s?6272

                   NORTEL NETWORKS CORPORATION
         Unaudited Condensed Consolidated Balance Sheets
                      As of March 31, 2010

ASSETS
Current assets
Cash and cash equivalents                   $1,925,000,000
Short-term investments                                   -
Restricted cash and cash equivalents            95,000,000
Accounts receivable - net                      486,000,000
Inventories - net                              144,000,000
Deferred income taxes - net                     15,000,000
Other current assets                           272,000,000
Assets held for sale                           117,000,000
Assets of discontinued operations               47,000,000
                                           ---------------
Total current assets                         3,101,000,000

Restricted cash                              2,695,000,000
Investments                                    118,000,000
Plant and equipment - net                      548,000,000
Goodwill                                        10,000,000
Intangible assets - net                         48,000,000
Deferred income taxes - net                     14,000,000
Other assets                                   222,000,000
                                           ---------------
Total assets                                $6,756,000,000
                                           ===============

LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities
Trade and other accounts payable              $179,000,000
Payroll and benefit-related liabilities        154,000,000
Contractual liabilities                         95,000,000
Restructuring liabilities                        4,000,000
Other accrued liabilities                      489,000,000
Liabilities held for sale                      112,000,000
Liabilities of discontinued operations          46,000,000
                                           ---------------
Total current liabilities                    1,079,000,000

Long-term liabilities
Long-term debt                                  41,000,000
Investment in net liabilities of
Equity Investees                              514,000,000
Deferred income taxes - net                      7,000,000
Other liabilities                              156,000,000
                                           ---------------
Total long-term liabilities                    718,000,000

Liabilities subject to compromise            7,565,000,000
Liabilities subject to compromise of
discontinued operations                       116,000,000
                                           ---------------
Total liabilities                            9,478,000,000

SHAREHOLDERS' DEFICIT
Common shares, without par value -
Authorized shares: unlimited; Issued and
outstanding shares: 498,206,366 as of
March 31, 2010 and December 31, 2009
Respectively                                35,604,000,000
Additional paid-in capital                    3,623,000,000
Accumulated deficit                         (41,522,000,000)
Accumulated other comprehensive loss         (1,167,000,000)
                                           ---------------
Total Nortel Networks Corporation
shareholders' deficit                       (3,462,000,000)
                                           ---------------
Noncontrolling interests                        740,000,000
                                           ---------------
Total shareholders' deficit                  (2,722,000,000)
                                           ---------------
Total liabilities and shareholders' deficit  $6,756,000,000
                                           ===============


                   NORTEL NETWORKS CORPORATION
   Unaudited Condensed Consolidated Statements of Operations
           For the Three Months Ended March 31, 2010

Revenues:
Products                                      $408,000,000
Services                                        76,000,000
                                           ---------------
Total revenues                                 484,000,000

Cost of revenues:
Products                                       325,000,000
Services                                        26,000,000
                                           ---------------
Total cost of revenues                         351,000,000
                                           ---------------
Gross profit                                   133,000,000

Selling, general and administrative expense     184,000,000
Research and development expense                 96,000,000
Amortization of intangible assets                 4,000,000
Loss on sales of businesses and sales and
impairments of assets                            2,000,000
Other operating income - net                    (60,000,000)
                                           ---------------
Operating loss                                  (93,000,000)

Other income (expense) - net                     61,000,000
Interest expense (contractual interest
expense for the three months ended
March 31, 2010 was $78,000,000)
Long-term debt                                (75,000,000)
Other                                                   -
                                           ---------------
Loss from continuing operations before
reorganization items, income taxes
and equity in net loss of associated
companies and Equity Investees                (107,000,000)

Reorganization items - net                      497,000,000
                                           ---------------
Earnings (loss) from continuing operations
before income taxes, and equity in net
loss of associated companies and
Equity Investees                               390,000,000
Income tax expense                              (12,000,000)
                                           ---------------
Earnings (loss) from continuing operations
before equity in net loss of associated
companies and Equity Investees                 378,000,000

Equity in net loss of associated
companies - net of tax                          (1,000,000)

Equity in net loss of Equity Investees          (20,000,000)


                                           ---------------
Net earnings (loss) from continuing operations  357,000,000
Net loss from discontinued
operations - net of tax                                  -
                                           ---------------
Net earnings (loss)                             357,000,000
                                           ---------------
Income attributable to
non-controlling interests                       (2,000,000)
                                           ---------------
Net earnings (loss) attributable to
Nortel Networks Corporation                   $355,000,000
                                           ===============


                NORTEL NETWORKS CORPORATION
   Unaudited Condensed Consolidated Statements of Cash Flows
           For the Three Months Ended March 31, 2010

Cash flows from (used in) operating activities:
Net earnings (loss) attributable to
Nortel Networks Corporation                   $355,000,000
Net (earnings) loss from discontinued
operations - net of tax                                  -
Adjustments to reconcile net earnings
(loss) from continuing operations to net
cash from (used in) operating activities,
net of effects from acquisitions and
divestitures of businesses:
  Amortization and depreciation                 29,000,000
  Non-cash portion of cost reduction activities          -
  Equity in net loss of associated companies,
   net of tax                                    1,000,000
  Equity in net loss of Equity Investees        20,000,000
  Share-based compensation expense                       -
  Deferred income taxes                          5,000,000
  Pension and other accruals                    30,000,000
  Loss on sales of businesses and impairments
   of assets - net                               2,000,000
  Income attributable to non-controlling
   interests - net of tax                        2,000,000
  Reorganization items - non cash             (530,000,000)
  Other - net                                   53,000,000
  Change in operating assets and liabilities:
   Other                                       (18,000,000)
                                           ---------------
Net cash from (used in) operating
activities - continuing operations             (51,000,000)
Net cash from (used in) operating
activities - discontinued operations           (25,000,000)
                                           ---------------
Net cash from (used in) operating activities    (76,000,000)

Cash flows from (used in) investing activities:
Expenditures for plant and equipment            (7,000,000)
Proceeds on disposals of plant and equipment             -
Change in restricted cash & cash equivalents  (770,000,000)
Decrease in short and long-term investments     24,000,000

Acquisitions of investments and businesses
net of cash acquired                            1,000,000
Proceeds from the sales of investments and
businesses and assets - net                   754,000,000
                                           ---------------
Net cash from (used in) investing
activities - continuing operations              2,000,000
Net cash from (used in) investing
activities - discontinued operations           25,000,000
                                           ---------------
Net cash from (used in) investing activities    27,000,000

Cash flows from (used in) financing activities:
Dividends paid, including paid by
subsidiaries to non-controlling interests     (11,000,000)
Increase in notes payable                        9,000,000
Decrease in notes payable                       (9,000,000)
Repayments of capital leases                    (2,000,000)
                                           ---------------
Net cash used in financing activities -
continuing operations                         (13,000,000)
Net cash used in financing activities -
discontinued operations                                 -
                                           ---------------
Net cash used in financing activities          (13,000,000)

Effect of foreign exchange rate changes
on cash and cash equivalents                    13,000,000

Reduction of cash and cash equivalents
of deconsolidated subsidiaries                 (24,000,000)
                                           ---------------
Net cash from (used in) continuing operations   (73,000,000)

Net cash from (used in) discontinued operations           -
                                           ---------------
Net increase (decrease) in cash
and cash equivalents                           (73,000,000)

Cash and cash equivalents at beginning
of the period                                1,998,000,000
Less cash and cash equivalents of
Equity Investees                                         -
                                           ---------------
Adjusted cash and cash equivalents, beginning 1,998,000,000
                                           ---------------
Cash and cash equivalents, end                1,925,000,000
Less cash and cash equivalents of
discontinued operations, end                              -
                                           ---------------
Cash and cash equivalents of continuing
operations, end                             $1,925,000,000
                                           ===============

                      About Nortel Networks

Nortel Networks (OTCBB:NRTLQ) -- http://www.nortel.com/--
delivers communications capabilities that make the promise of
Business Made Simple a reality for the Company's customers.  The
Company's next-generation technologies, for both service provider
and enterprise networks, support multimedia and business-critical
applications.  Nortel's technologies are designed to help
eliminate the barriers to efficiency, speed and performance by
simplifying networks and connecting people to the information they
need, when they need it.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young was appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.

The Monitor sought recognition of the CCAA Proceedings in the U.S.
by filing a bankruptcy petition under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10164).  Mary Caloway,
Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney
PC, in Wilmington, Delaware, serves as the Chapter 15 petitioner's
counsel.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

Certain of Nortel's European subsidiaries also made consequential
filings for creditor protection.  The Nortel Companies related in
a press release that Nortel Networks UK Limited and certain
subsidiaries of the Nortel group incorporated in the EMEA region
have each obtained an administration order from the English High
Court of Justice under the Insolvency Act 1986.  The applications
were made by the EMEA Subsidiaries under the provisions of the
European Union's Council Regulation (EC) No. 1346/2000 on
Insolvency Proceedings and on the basis that each EMEA
Subsidiary's centre of main interests is in England.  Under the
terms of the orders, representatives of Ernst & Young LLP have
been appointed as administrators of each of the EMEA Companies and
will continue to manage the EMEA Companies and operate their
businesses under the jurisdiction of the English Court and in
accordance with the applicable provisions of the Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated have material operations and are not part of the
bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of US$11.6 billion and consolidated
liabilities of US$11.8 billion.  The Nortel Companies' U.S.
businesses are primarily conducted through Nortel Networks Inc.,
which is the parent of majority of the U.S. Nortel Companies.  As
of September 30, 2008, NNI had assets of about US$9 billion and
liabilities of US$3.2 billion, which do not include NNI's
guarantee of some or all of the Nortel Companies' about
US$4.2 billion of unsecured public debt.

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


NOWAUTO GROUP: Posts $391,415 Net Loss for March 31 Quarter
-----------------------------------------------------------
NowAuto Group Inc. filed its quarterly report on Form 10-Q,
reporting a net loss of $391,415 on $1.2 million of total revenue
for the three months ended March 31, 2010, compared with a net
loss of $501,615 on $1.3 million of total revenue during the same
period a year ago.

The Company's balance sheet at March 31, 2010, showed $4.6 million
in total assets and $12.5 million in total liabilities, for a
total stockholders' deficit of $7.8 million.

The Company said general economic conditions had an increased
impact on auto purchasing during the March quarter.  While Charge-
offs and defaults increased over the prior quarter, year-to-date
is still less than the prior year as a result of increased credit
criteria, improved contract management and system upgrades.  The
Company began implementing a new financing program during the
quarter that is expected to result in even stronger contracts,
however it will take some time before the impact is realized.  Net
investment increased 24% over the past nine months.

"The present condition of the sub-prime and below sub-prime auto
market has continued to impact our industry and our company" said
CEO Scott Miller.  "Our challenge has been, and will continue to
be on, collections.  Our challenge in the current environment is
to aggressively work with our customers to maintain active
contracts.  We expect a difficult environment for the foreseeable
future.  Our commitment to customers and shareholders alike
remains; NowAuto will do whatever it can to maintain productive
contracts without placing imprudent demands on our customers,"
Mr. Miller said.

"We continue to seek new ways to meet these challenging times,"
said Chief Financial Officer Faith Forbis.  "Progress has been
made in many areas as we strive for a better performance," said
Ms. Forbis.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?6307

NowAuto Group, Inc., operates three buy-here-pay-here used vehicle
dealerships in Arizona.  The Company manages all of its
installment finance contracts and purchases installment finance
contracts from a select number of other independent used vehicle
dealerships.


O&G LEASING: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: O&G Leasing, LLC
        125 South Congress St.
        Suite 1610
        Jackson, MS 39201

Bankruptcy Case No.: 10-01851

Chapter 11 Petition Date: May 21, 2010

Court: United States Bankruptcy Court
       Southern District of Mississippi
       (Jackson Divisional Office)

Judge: Neil P. Olack

Debtor's Counsel: Douglas C. Noble, Esq.
                  McCraney Montagnet & Quin, PLLC
                  602 Steed Road
                  Suite 200
                  Ridgeland, MS 39157
                  Tel: (601) 707-5725
                  Fax: (601) 510-2939
                  E-mail: dnoble@mmqlaw.com

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

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

The petition was signed by Ben A. Turnage, sole manager.

The Debtor did not file its list of largest unsecured creditors
when it filed its petition.


OMEGA INC: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: Omega, Inc.
        16710 Lake Shore Rd
        New Buffalo, MI 49117

Bankruptcy Case No.: 10-06483

Chapter 11 Petition Date: May 21, 2010

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

Judge: James D. Gregg

Debtor's Counsel: Steven L. Rayman, Esq.
                  Rayman & Stone
                  141 E Michigan Avenue, Ste 301
                  Kalamazoo, MI 49007
                  Tel: (269) 345-5156
                  E-mail: courtmail@raymanstone.com

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 Bret L. Sobecki, president.


OTTER TAIL: Court Denies Plan Exclusivity Extension
---------------------------------------------------

The Hon. Dennis D. O'Brien of the U.S. Bankruptcy Court for the
District of Minnesota denied Otter Tail AG Enterprises, LLC's
motion for a June 27, 2010, extension in its exclusive
solicitation period for the proposed Plan of Reorganization.

The U.S. Bank National Association as indenture trustee for the
holders of the Otter Tail County, Minnesota Subordinate Exempt
Facility Revenue Bonds, Series 2007, together with an ad hoc group
holding a majority of the principal amount of these bonds; and the
County of Otter Tail, Minnesota, objected to the Debtor's request
for an extension to seek acceptances of the Plan.

The Debtor's solicitation period expired on April 28, 2010.

Based in Fergus Falls, Minnesota, Otter Tail AG Enterprises, LLC
-- http://www.ottertailethanol.com/-- owns and operates a
nameplate capacity 55 million gallon annual production plant of
undenatured ethanol in Fergus Falls, Minnesota.  The Company
processes approximately 20 million bushels of corn into
approximately 55 million gallons of ethanol each year.  In
addition, the Company sells distillers grains, a principal co-
product of the ethanol production process.

The Company filed for Chapter 11 relief on Oct. 30 (Bankr. D.
Minn. Case No. 09-61250).  The petition listed assets of
$66.4 million against $86 million in debt, nearly all secured.
The largest secured creditor is AgStar Financial Services, owed
$40.9 million.


PACIFIC STATE BANCORP: Posts $2.3 Million Net Loss in Q1 2010
-------------------------------------------------------------
Pacific State Bancorp filed its quarterly report on Form 10-Q,
showing a net loss of $2.3 million on $2.6 million of net interest
income (before provision for loan losses) for the three months
ended March 31, 2010, compared with a net loss of $294,000 on
$3.3 million of net interest income (before provision for loan
losses) for the same period of 2009.

The Company's balance sheet as of March 31, 2010, showed
$322.5 million in assets, $319.2 million of liabilities, and
$3.3 million of stockholders' equity.  At March 31, 2010, the
Company had net loans receivable of $233.2 million ($245.8 million
at December 31, 2009) and deposit liabilities of $287.8 million
($322.4 million at December 31, 2009).

As reported in the Troubled Company Reporter on April 21, 2010,
Perry-Smith LLP, in San Francisco, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company and its subsidiary
Pacific State Bank have agreed with their primary banking
regulators to restrictions on certain operations and submission of
a capital plan, among other things.  The capital plans for the
Company have not yet been accepted by their primary banking
regulators.  Failure to increase capital and a related decline on
their capital ratios could expose the Company and the Bank to
additional restrictions and regulatory actions, including being
placed into a FDIC-administered receivership or conversatorship.

In March, 2010, the State of California Department of Financial
Institutions presented the Bank with a proposed cease and desist
order requiring the Bank to raise capital and, on April 15, 2010,
the Bank executed a Waiver and Consent to the Order of the CDFI.
The Consent requires the Bank, within 90 days of the effective
date of the Order, either to increase and to maintain tangible
capital at a level equal to 10% of total tangible assets or merge
with a depository institution to sell to an acquirer acceptable to
the CDFI.  The effective date was the date that the CDFI executed
the Order which was May 3, 2010.  As of March 31, 2010, the Bank
had a ratio of tangible capital to assets of 3.7%, which was not
sufficient to meet the higher level that the Bank would be
obligated to maintain under the Consent.  As a result, if by
August 1, 2010, the Bank cannot comply with the Consent
provisions, the Bank may be subject to further supervisory action,
which could have a material adverse effect on its results of
operations, financial condition and business.

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

               http://researcharchives.com/t/s?62f4

Stockton, Calif.-based Pacific State Bancorp (NASDAQ CM: PSBC) is
a holding company with one bank subsidiary, Pacific State Bank,
and two unconsolidated subsidiary grantor trusts, Pacific State
Statutory Trusts II and III.  Pacific State Bank is a California
state chartered bank formed November 2, 1987.  Pacific State
Statutory Trusts II and III are unconsolidated, wholly owned
statutory business trusts formed in March 2004 and June 2007,
respectively for the exclusive purpose of issuing trust preferred
securities.

Pacific State Bank conducts a general commercial banking business,
primarily in the five county regions that comprises Alameda,
Calaveras, San Joaquin, Stanislaus and Tuolumne counties.


PARKLAND PROPERTIES: Case Summary & Largest Unsecured Creditor
--------------------------------------------------------------
Debtor: Parkland Properties LLC
        P.O. Box 2007
        Williamsville, NY 14231-2007

Bankruptcy Case No.: 10-12213

Chapter 11 Petition Date: May 21, 2010

Court: U.S. Bankruptcy Court
       Western District of New York (Buffalo)

Judge: Carl L. Bucki

Debtor's Counsel: Arthur G. Baumeister Jr., Esq.
                  Amigone, Sanchez, et al
                  1300 Main Place Tower
                  350 Main Street
                  Buffalo, NY 14202
                  Tel: (716) 852-1300
                  E-mail: abaumeister@amigonesanchez.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
$1,400,000 while debts total $931,253

The list of unsecured creditors filed together with its petition
contains only one entry:

        Entity                   Nature of Claim      Claim Amount
        ------                   ---------------      ------------
Bank of Akron                    bank account               $7,600
46 Main Street                   overdraft
Akron, NY 14001

The petition was signed by Maryann Rizzo, managing member.


PERFORMANCE DRILLING: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Performance Drilling Company, LLC
        816 North College St.
        Brandon, MS 39042

Bankruptcy Case No.: 10-01852

Chapter 11 Petition Date: May 21, 2010

Court: United States Bankruptcy Court
       Southern District of Mississippi
       (Jackson Divisional Office)

Judge: Neil P. Olack

Debtor's Counsel: Douglas C. Noble, Esq.
                  McCraney Montagnet & Quin, PLLC
                  602 Steed Road
                  Suite 200
                  Ridgeland, MS 39157
                  Tel: (601) 707-5725
                  Fax: (601) 510-2939
                  E-mail: dnoble@mmqlaw.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 Ben A. Turnage, sole manager.


PERSONALITY HOTELS: Court Converts Case to Chapter 7 Liquidation
----------------------------------------------------------------
The Hon. Dennis Montali of the U.S. Bankruptcy Court for the
Northern District of California converted the Chapter 11 case of
Personality Hotels III, LLC, to one under Chapter 7 of the
Bankruptcy Code.

The Chapter 11 Trustee sought for the conversion of the Debtor's
case.

The Court also appointed as interim trustee E. Lynn Schoenmann to
serve under the blanket bond in place in the District.

San Francisco, California-based Personality Hotels III, LLC, owns
Hotel Frank and Vertigo Hotel in San Francisco.  The Company filed
for Chapter 11 bankruptcy protection on March 10, 2010 (Bankr.
N.D. Calif. Case No. 10-30804).  Edward C. Singer, Esq., at Lemi
Group Legal Department, assisted the Company in its restructuring
effort.  The Company listed $10,000,001 to $50,000,000 in assets
and $50,000,001 to $100,000,000 in liabilities.


PETTERS AVIATION: Sun Entities Want Case Converted to Chapter 7
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Minnesota will
consider at a hearing on June 2, 2010, at 9:30 a.m., the motion to
convert Petters Aviation, LLC's Chapter 11 case to one under
Chapter 7 of the Bankruptcy Code.  The hearing will be held at
Courtroom 8W, U.S. Courthouse, 300 South Fourth Street,
Minneapolis, Minnesota.  Objections, if any, are due on May 28,
2010.

Sun Minnesota Foreign Holdings, LLC, et al., parties-in-interest,
sought for the conversion of the Debtor's case because the Debtor
does not intend to rehabilitate its business under Chapter 11.

Petters Aviation, LLC, is the owner of 84.4% of the issued and
outstanding stock in MN Airline Holdings, Inc., which, in turn,
owns 100% o the stock in MN Airlines, LLC dba Sun Country
Airlines.  Petters Aviation filed its Chapter 11 case on
October 6, 2008.

Both MN Airline Holdings, and MN Airlines, LLC are debtors-in-
possession in Chapter 11 cases pending in the district.

Petters Aviation is a wholly owned subsidiary of Thomas Petters,
Inc., which is in turn owned 100% by Thomas J. Petters,
individually.  Thomas Petters, the founder and former CEO of
Petters Group, has been indicted and a criminal proceeding against
him is proceeding in the U.S. District Court for the District of
Minnesota.

                About Petters Group Worldwide

Based in Minnetonka, Minn., Petters Group Worldwide LLC is named
for founder and chairman Tom Petters.  The group is a collection
of some 20 companies, most of which make and market consumer
products.  It also works with existing brands through licensing
agreements to further extend those brands into new product lines
and markets.  Holdings include Fingerhut (consumer products via
its catalog and Web site), SoniqCast (maker of portable, WiFi MP3
devices), leading instant film and camera company Polaroid
(purchased for $426 million in 2005), Sun Country Airlines
(acquired in 2006), and Enable Holdings (online marketplace and
auction for consumers and manufacturers' overstock inventory).
Petters formed the company in 1988.

Petters Company, Inc. is the financing and capital-raising unit of
Petters Group Worldwide, LLC.  Petters Company, Inc. and Petters
Group Worldwide, LLC, filed separate petitions for Chapter 11
relief on Oct. 11, 2008 (Bankr. D. Minn. Case No. 08-45257 and 08-
45258, respectively).  James A. Lodoen, Esq., at Lindquist &
Vennum P.L.L.P., represents the Debtors as counsel.  In its
petition, Petters Company, Inc. listed debts of between
$500 million and $1 billion, while its parent, Petters Group
Worldwide, LLC listed debts of not more than $50,000.

As reported in the Troubled Company Reporter on Oct. 7, 2008,
Petters Aviation, LLC,, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed for Chapter 11 bankruptcy protection with the U.S.
Bankruptcy Court for the District of Minnesota on Oct. 6, 2008
(Lead Case No. 08-45136).  Petters Aviation, LLC is a wholly owned
unit of Thomas Petters Inc. and owner of MN Airline Holdings,
Inc., Sun Country's parent company.

Polaroid Corp., which was owned by Petters since 2005, filed its
second voluntary petition for Chapter 11 on Dec. 18, 2008 (Bankr.
D. Minn., Lead Case No. 08-46617).


PHAGE BIOTECHNOLOGY: Phage Pharmaceuticals Acquires Firm's Assets
-----------------------------------------------------------------
Phage Pharmaceuticals, Inc., a newly formed company, and its
parent company have acquired substantially all of the assets of
Phage Biotechnology Corp., a debtor-in-possession in proceedings
under Chapter 11 of the United States Bankruptcy Code.  Coincident
with this transaction, Phage Pharmaceuticals has received startup
funding from its parent company, New Technologies Holding Pte.
Ltd., a limited private company organized under the laws of the
Republic of Singapore.

Among the assets now part of Phage Pharmaceuticals is a cGMP-
certified therapeutic protein manufacturing facility in San Diego,
which will serve as headquarters for Phage Pharmaceuticals.  This
facility makes use of a proprietary production method that
improves upon well-established approaches for the manufacture of
proteins and results in the production of simple, properly folded
therapeutic proteins at high yields.  The production method
results in lower manufacturing costs with fewer waste by-products
and impurities compared with current conventional methods used in
the manufacture of similar therapeutics.

In addition, Phage Pharmaceuticals has a clinical-stage pipeline
of therapeutic protein drug candidates.  The management of Phage
Pharmaceuticals intends to enter into strategic alliances to
develop and commercialize these therapeutic proteins, while
retaining manufacturing responsibilities.  Management also intends
to in-license additional therapeutic protein drug candidates whose
manufacturing requirements are consistent with Phage
Pharmaceuticals' technology and capabilities.  Opportunities to
commercialize the use of Phage Pharmaceuticals' technology in the
food and agricultural industries, as well as for therapeutic
purposes, are also being pursued by management.

In connection with this transaction, Phage Pharmaceuticals entered
into an agreement for management services with New York City-based
BioMed Transition Partners, an affiliate of The Channel Group,
LLC.  Under this agreement, Robert J. Beckman was appointed CEO of
Phage Pharmaceuticals, Allan R. Goldberg, Ph.D. was appointed
President, and Philip N. Sussman was appointed Chief Business
Officer.  Each also was appointed to the company's Board of
Directors, and joins current directors Frederic Chanson, Chairman
and CEO of Firminvest AG, a Zurich, Switzerland-based investment
boutique, who serves as Chairman of Phage Pharmaceuticals, and
Richard C. Ritter, founding partner of the Zurich, Switzerland-
based law firm of Ritter Attorneys at Law Ltd.

"We are delighted to lead the creation of a new, exciting, and
potentially ground-breaking biopharmaceutical company, Phage
Pharmaceuticals," commented Mr. Beckman.  "Initially we will
deploy our biotechnology manufacturing expertise to pursue
biosimilars, where we see tremendous opportunity to provide
quality therapeutic proteins with significant cost savings.
Longer term we plan to build upon the company's technology
platform to create new products for Phage Pharmaceuticals and
others, where our collective management experience and
biopharmaceutical network will be of significant benefit."

                 About Phage Biotechnology

Phage Biotechnology Corporation (Phage) is a Delaware Corporation,
incorporated in 1998 and headquartered in Las Vegas, Nevada.  The
company has a manufacturing plant in Irvine, California, with
research and development laboratories in Kiev, Ukraine.  Currently
Phage has approximately 75 employees worldwide.  The Company was
initially formed to manufacture recombinant protein
pharmaceuticals as generic drugs.


POWER EFFICIENCY: Posts $282,000 Net Loss for March 31 Quarter
--------------------------------------------------------------
Power Efficiency Corporation filed its quarterly report Form 10-Q,
showing a net loss of $282,368 on $110,030 of revenue during the
three months ended March 31, 2010, compared with a net loss of
$1.1 million on $47,147 revenues for the same period a year ago.

The Company's balance sheet at March 31, 2010, showed $2.5 million
in total assets and $1.7 million in total liabilities, for a
$758,466 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?630f

Las Vegas, Nev.-based Power Efficiency Corporation (OTC BB: PEFF)
-- http://www.powerefficiency.com/-- is a clean technology
company focused on efficiency technologies for electric motors.

On February 18, 2010, Power Efficiency signed a global supply
agreement with one of the largest manufacturers and service
providers of elevators and escalators.  The OEM tested and
evaluated the Company's product for over a year.  The OEM intends
to include the Company's products as one of the standard motor
control options for new escalators and to offer it as an energy
efficiency retrofit upgrade for existing escalators.  The OEM
produces thousands of new escalators per year out of factories in
Europe and Asia and has service contracts for tens of thousands of
escalators throughout the world.

The Company's balance sheet as of December 31, 2009, showed
$2.8 million in assets, $2.0 million of debts, and $801,642 of
stockholders' equity.

Sobel & Co., LLC, in Livingston, N.J., expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has suffered recurring
losses from operations, and the Company has experienced a
deficiency of cash from operations.


PURADYN FILTER: Delays Filing of Quarterly Report on Form 10-Q
--------------------------------------------------------------
PuraDyn Filter Technologies Incorporated said it could not file
its annual report Form 10-Q for the period ended March 31, 2010,
with the Securities and Exchange Commission.

                About Puradyn Filter Technologies

Boynton Beach, Fla.-based Puradyn Filter Technologies Incorporated
(OTC BB: PFTI) -- http://www.puradyn.com.-- designs,
manufactures, markets and distributes worldwide the puraDYN(R)
bypass oil filtration system for use with substantially all
internal combustion engines and hydraulic equipment that use
lubricating oil.

The Company reported a net loss of $2,070,598 on revenue of
$1,911,451 for 2009, compared with a net loss of $2,644,547 on
$2,695,640 of revenue for 2008.

Webb and Company, P.A., in Boynton Beach, Fla., expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has suffered recurring losses from operations, its total
liabilities exceed its total assets, and it has relied on cash
inflows from an institutional investor and current stockholder.


RAHAXI INC: Delays Filing on Quarterly Report on Form 10-Q
----------------------------------------------------------
Rahaxi Inc. said it could not file its quarterly report Form 10-Q
for the period ended March 31, 2010, on time with the Securities
and Exchange Commission.  The Company said it is in the process of
preparing and reviewing the financial and other information for
the report on form 10-Q for the quarter ended March 31, 2010.

Rahaxi, Inc., provides payment services and processing.  Its
principal offices are in Wicklow, Ireland; the Company also has
offices in Helsinki, Finland; and Santo Domingo, the Dominican
Republic.

At December 31, 2009, the Company had total assets of $2,881,216
against total current liabilities of $6,102,244 and long-term
portion of notes payable of $887,977; resulting in stockholders'
deficit of $4,602,784.  The Company believes that anticipated
revenues from operations will be insufficient to satisfy its
ongoing capital requirements for the next 12 months.


RCLC INC: Delays Filing of Quarterly Report on Form 10-Q
--------------------------------------------------------
RCLC Inc. said it could not file its annual report its Form 10-Q
for the period ended March 31, 2010, with the Securities and
Exchange Commission.

The Company said it is not yet in a position to estimate the
results for the most recently completed quarter ended March 31,
2010.  The Company expects that the gain from the disposition of
its consumer products business will more than offset losses from
continuing and discontinued operations.

According to the company, the loss from continuing operations in
the first quarter of 2010 will be higher than the first quarter
of 2009 due to increased professional fees and reductions in the
amounts of expenses allocated to the discontinued operations.  The
loss from discontinued operations will be higher in the first
quarter of 2010 than in the first quarter of 2009.

                          About RCLC Inc.

RCLC, Inc., formerly known as Ronson Corporation, in Woodbridge,
New Jersey, historically, has been engaged principally in these
businesses -- Consumer Products; and Aviation-Fixed Wing and
Helicopter Services.


REEL 'EM IN: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Reel 'Em In, LLC
        16012 Metcalf Avenue
        Suite 1
        Overland Park, KS 66085

Bankruptcy Case No.: 10-21748

Chapter 11 Petition Date: May 21, 2010

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

Debtor's Counsel: Neil S. Sader, Esq.
                  The Sader Law Firm, LLC
                  4739 Belleview
                  Suite 300
                  Kansas City, MO 64112-1364
                  Tel: (816) 561-1818
                  Fax: (816) 561-0818
                  E-mail: nsader@saderlawfirm.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ksb10-21748.pdf

The petition was signed by Brian W. Studdard, managing member.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Black Angus Holdings, LLC              09-21349    04/30/09

Round 'Em Up, LLC                      09-21867    06/12/09


RICARDO MARTINEZ: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Joint Debtors: Ricardo Martinez
               Brenda C. Martinez
               aka Brenda Carolina Martinez
               224 W. Fernfield Dr.,
               Monterey Park, CA 91754

Bankruptcy Case No.: 10-30668

Chapter 11 Petition Date: May 22, 2010

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

Judge: Victoria S. Kaufman

Debtor's Counsel: Jerry A. Chad, Esq.
                  Law Offices of Jerry A. Chad
                  P.O. Box 358
                  Topanga, CA 90290
                  Tel: (310) 739-4616
                  Fax: (310) 455-3079
                  E-mail: jerrychadjd@aol.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb10-30668.pdf

The petition was signed by Ricardo Martinez and Brenda C.
Martinez.


ROBERT VANNUCCI: Case Summary & 14 Largest Unsecured Creditors
--------------------------------------------------------------
Joint Debtors: Robert Vannucci
               Nancy L. Vannucci
               6312 San Gagano Avenue
               Las Vegas, Nv 89131

Bankruptcy Case No.: 10-19357

Chapter 11 Petition Date: May 21, 2010

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

Judge:  Linda B. Riegle

Debtor's Counsel: H Stan Johnson, Esq.
                  CJD Law Group, LLC
                  6293 Dean Martin Drive, Suite. G
                  Las Vegas, NV 89118
                  Tel: (702) 823-3500
                  Fax: (702) 823-3400
                  E-mail: sjohnson@cjdnv.com

Estimated Assets: $0 to $50,000

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

A copy of the Joint Debtors' list of 14 largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/nvb10-19357.pdf

The petition was signed by the Joint Debtors.


SALT ISLAND: Files for Chapter 11 Bankruptcy in Orlando
-------------------------------------------------------
Sandra Pedicini at Orlando Sentinel reports that Washington-based
restaurant Salt Island Chophouse Fish Market Wave Bar filed for
bankruptcy under Chapter 11 in the U.S. Bankruptcy Court in
Orlando, listing debts of between $100,000 and $500,000.


SANTA CLARA: Wants Access to East West's Cash Until June 2010
-------------------------------------------------------------
Santa Clara Square, LLC, asks the U.S. Bankruptcy Court for the
Northern District of California to approve a stipulation
authorizing the use of East West Bank's cash collateral until
June 2010.

Pursuant to the stipulation, the Debtor is authorized to use
$7,500 per month for payment of expenses arising in the months of
April, May, and June 2010.

East West Bank is a secured creditor as the assignee of the FDIC
receivership of United Commercial Bank.

The cash collateral consists of rental income generated from a
multiple commercial spaces located at 3610-3700 El Camino Real
East, Santa Clara, California, and are leased to the third
parties.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will make $51,484 monthly payments to East
West Bank through the date of confirmation.

The Debtor is represented by:

     Lawrence A. Jacobson, Esq.
     Sean M. Jacobson, Esq.
     Cohen and Jacobson, LLP
     900 Veterans Boulevard, Suite 600
     Redwood City, California 94063
     Tel: (650) 261-6280
     Fax: (650) 368-6221

Los Altos, California-based Santa Clara Square, LLC, filed for
Chapter 11 bankruptcy protection on December 21, 2009 (Bankr. N.D.
Calif. Case No. 09-61196).  Lawrence A. Jacobson, Esq., at the Law
Offices of Cohen and Jacobson, assists the Company in its
restructuring efforts.  The Company listed $10,000,001 to
$50,000,000 in assets and $10,000,001 to $50,000,000 in
liabilities.


SMURFIT-STONE: Reaches Plan Agreement With Stockholders
-------------------------------------------------------
Smurfit-Stone Container Corporation has reached a resolution with
Mariner Investment Group LLC and Senator Investment Group LP, each
an investment advisor to funds under management, as holders of the
Company's preferred stock, and funds and accounts managed by P.
Schoenfeld Asset Management LP and Fir Tree, Inc., as holders of
the Company's common stock, who were prosecuting objections to the
Company's Chapter 11 Plan of Reorganization.

In general, this resolution provides that certain of the new
common stock of the reorganized Company that the plan previously
provided for distribution to the general unsecured creditors of
the Company will now be distributed to the Company's current
stockholders.  Specifically, 2.25 percent of the New SSCC Common
Stock Pool will be distributed pro rata to the Company's existing
preferred stockholders and 2.25 percent of the New SSCC Common
Stock Pool will be distributed pro rata to the Company's existing
common stockholders.  Additionally, the resolution provides for
the payment of certain of the fees and expenses of the Holders and
their professionals.  The resolution has the support of the
Official Committee of Unsecured Creditors.

"Reaching this agreement with our stockholders is a major
milestone for our company and positions us to emerge from
bankruptcy in the coming weeks," said Patrick J. Moore, chairman
and CEO of Smurfit-Stone.  "Our focus has been, and continues to
be, driving value for our stakeholders and helping our customers
grow their businesses."

The Company will ask the United States Bankruptcy Court to approve
notice procedures with respect to this resolution and to schedule
a hearing to approve the resolution and related non-material
modifications to the Company's Chapter 11 Plan of Reorganization.
This resolution resolves all of the objections to the confirmation
of the Chapter 11 plan raised by the Holders and as a result, the
Company anticipates an exit from Chapter 11 by early Summer 2010.

                      About Smurfit-Stone

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs roughly 21,250
employees, 17,400 of which are based in the United States.  For
the quarterly period ended September 30, 2008, the Company
reported roughly US$7.450 billion in total assets and
US$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  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: Submits Revised Copy of ABL Revolver Document
------------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission on May 13, 2010, Smurfit-Stone Container Corp. and its
units submitted a revised copy of the Senior Secured ABL Revolving
Exit Facility.

On February 3, 2010, the Company and certain of its affiliates
filed a motion with the U.S. Bankruptcy Court seeking approval to
enter into a senior secured asset based lending facility with
Deutsche Bank AG New York Branch, Deutsche Bank Securities Inc.,
JPMorgan Chase Bank N.A., J.P. Morgan Securities Inc., certain
other financial institutions acting, along with DBSI and JP
Morgan, as "Lead Arrangers", and certain other financial
institutions, together with DB, JPM and the other Lead Arrangers,
as the "Agents", as well as other documents relating thereto.

On April 14, 2010, the Court granted the motion and authorized the
Company and certain of its subsidiaries to enter into the ABL
Revolving Facility.  Based on such approval, on April 15, 2010,
the Company and certain of its subsidiaries entered into the ABL
Revolving Facility consisting of a $550 million U.S. Facility and
a $100 million Canadian Facility.  The ABL Revolving Facility
includes a $150 million sub-limit for letters of credit, with
$112.5 million allocated to the U.S. Facility and $37.5 million
allocated to the Canadian Facility.  The Company previously
reported on a Form 8-K dated February 22, 2010 that it and certain
of its subsidiaries entered into a term loan credit facility.  On
the date the Company emerges from bankruptcy, the Term Loan
Facility will be funded and borrowings will be available on the
ABL Revolving Facility.  The commitments for the ABL Revolving
Facility will terminate on July 16, 2010 unless the Company's
emergence from bankruptcy, funding of the Term Loan Facility and
satisfaction of certain funding date conditions under the ABL
Revolving Facility occur on or prior to such date.

A copy of the SEC filing is available for free at:

                   http://tinyurl.com/37bamul

                      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: Settles Voith Entities' Claims
---------------------------------------------
Smurfit-Stone Container Corp. and its units sought and obtained
the Bankruptcy Court's authority to compromise certain claims of
Voith Paper Fabrics Waycross, Inc.; Voith Paper Rolls South Inc.;
Voith Paper Rolls West, Inc.; Voith Paper Fabrics Appleton Inc.;
and Voith Paper Fabrics US Sales Inc.

Voith provides Debtors Smurfit-Stone Container Enterprises, Inc.
and Smurfit-Stone Container Canada Inc. with paper machine
clothing and certain other products and services which are used
in the Debtors' production process.

The prepetition claims filed by the Voith Entities in SSCE's
Chapter 11 case are:

                                           Administrative
  Claim No.         Unsecured Amount       Expense Amount
  ---------         ----------------       --------------
    11038                $41,733                $2,398
    11039                267,031                69,436
    11040                      0                   824
    11044                152,263                     0
    11043                231,580                     0
    11042              2,441,489               755,321
    11041                 66,987               112,863

In addition, two claims were filed by the Voith Entities against
SSC Canada:

                                           Administrative
  Claim No.         Unsecured Amount       Expense Amount
  ---------         ----------------       --------------
    11233                 81,650                41,933
    13234                166,490               163,668

On March 1, 2010, SSCE and Voith Paper Fabric & Roll Systems,
Inc. entered into a Paper Machine Clothing Supply Agreement and
concurrently with the negotiations surrounding the Supply
Agreement, the Debtors and the Voith Entities decided to
reconcile all open claims by the Voith Entities.

The Parties agreed that the Claims will be allowed with these
modified amounts:

                                           Modified
                    Modified               Administrative
  Claim No.         Unsecured Amount       Expense Amount
  ---------         ----------------       --------------
    11038                $40,642                $2,317
    11039                270,644                65,823
    11040                    517                   307
    11042              2,526,489               718,482
    11043                115,790                     0

Claim Nos. 11041, 11044, 13233 and 13234 will also be allowed and
will be treated in accordance with the Debtors' Chapter 11 Plan
of Reorganization.

The Parties' Agreement was approved by the Court after Robert S.
Brady, Esq., at Young Conaway Stargatt & Taylor LLP, in
Wilmington, Delaware, certified that there were no objections
filed as of March 26, 2010.

                      About Smurfit-Stone

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs roughly 21,250
employees, 17,400 of which are based in the United States.  For
the quarterly period ended September 30, 2008, the Company
reported roughly US$7.450 billion in total assets and
US$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  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)


SOUTH BAY: Proposes Ajalat Polley as Taxation Counsel
-----------------------------------------------------
South Bay Expressway and affiliate, California Transportation
Ventures Inc., seek the Bankruptcy Court's permission to employ
Ajalat, Polley, Ayoob & Matarese as their special taxation
counsel, nunc pro tunc to April 21, 2010, in accordance with the
terms and conditions set forth in the parties' engagement letter,
dated as of April 21, 2010.

As special counsel, Ajalat will provide legal advice and
representation with respect to certain of the Debtors' San Diego
County property tax assessments for tax years 2007 through 2010,
to the extent the advice and representation is desired or
necessary.  All of the services that Ajalat has provided and will
provide to the Debtors will be undertaken at the Debtors' request
and will be appropriately directed by the Debtors as to avoid
duplicative efforts among the professionals retained in their
Chapter 11 cases, Anthony G. Evans, the Debtors' chief financial
officer, assures Judge Adler.

The Debtors will pay Ajalat according to applicable procedures and
laws, and consistent with the proposed compensation set forth in
the Engagement Letter.  Subject to the Court's approval, the
Debtors have agreed to pay:

  (a) hourly fees based on actual time expended at the rate of
      $350 per hour for partners and $200 per hour for
      associates; and

  (b) additional contingent cash fees, payable upon the
      achievement and consummation of a reduction in tax
      assessment with respect to:

      * the base year value, an amount equal to 10% of the
        savings of tax for the first full fiscal year to which
        that base year value applies; plus

      * the 2008 tax year assessment, an amount equal to 10% of
        the savings of tax resulting from a reduction below the
        current assessed value; plus

      * the 2009 tax year assessment, an amount equal to 10% of
        the savings of tax resulting from a reduction below a
        $300 million value; plus

      * the 2010 tax year assessment, an amount equal to 10% of
        the savings of tax resulting from a reduction below a
        $300 million value.

The Contingent Fees relating to any tax year will be reduced by
50% if it is determined that the property is exempt from taxation
for any year.  Further, the Contingent Fees plus any Hourly Fees
paid to Ajalat for the period beginning September 22, 2008,
through June 20, 2010, will be capped at $500,000.  The Debtors
will also reimburse Ajalat for its reasonable expenses incurred in
connection with its retention.

Prior to the Petition Date, Mr. Evans discloses, the Debtors paid
Ajalat total fees of $65,624.  He assures Judge Adler that any
portion of the Debtors' prepetition payments to Ajalat that is not
applied to prepetition fees and expenses will be detailed in
Ajalat's first interim fee application, and that portion will be
credited towards fees and expenses incurred by Ajalat after
April 21, 2010, as allowed by the Court.

Because Ajalat is being retained as special counsel under
Section 327(e) of the Bankruptcy Code, Mr. Evans says that Ajalat
is not required to be a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.  However,
Ajalat has informed the Debtors that, except as may be set forth
in the declaration by Christopher J. Matarese, a partner at
Ajalat, the firm says it does not hold any interest adverse to the
Debtors or their bankruptcy estates in the taxation matters for
which Ajalat is to be employed.

                     U.S. Trustee Objects

Tiffany L. Carroll, the Acting United States Trustee for Region
15, argues that the Application has not stated with any clarity
what services Ajalat would be providing to the Debtors other than
advice and representation in regard to property tax assessments.
She demands that the Application should clearly state the
necessity of employment, the services that the Debtors expect
Ajalat to perform and the benefit of those services for the
bankruptcy estates.  She also objects to the arbitration clause in
the Application.

Ms. Carroll objects to the employment of Ajalat under Section 328
of the Bankruptcy Code, as it hinders the Court's ability to
review the reasonableness of fees that would be requested by
Ajalat, and would request that Ajalat's employment be subject only
to Sections 327 and 330 of the Bankruptcy Code.

The Application should clarify how the Debtors are substantiating
the reasonableness of the contingency fee structure that Ajalat is
proposing, Ms. Carroll also contends.  She notes that it may also
be helpful to provide an estimate of total expenses based on
Ajalat's limited, discrete services.  She adds that, among other
things, the Application should clarify, as of the Petition Date,
what portion of the prepetition fees paid to Ajalat is available
for payment of postpetition services.

                  Supplemental Declaration Filed

In response to the Objection, Mr. Matarese filed with the Court a
supplemental declaration.  He contends that Ajalat will provide
highly technical property tax legal representation for the
Debtors.  He asserts that the Debtors' property tax case involves
complex legal and appraisal issues.  The firm believes that the
Debtors' toll road is currently assessed at a higher value than
any other property in San Diego County.

"If we are successful, the Debtors will receive a refund/offset of
property taxes of up to $12 million or more," Mr. Matarese tells
the Court.  "The Debtors would also receive a lower 'base year
value' for the Property, which would result in substantial ongoing
future tax savings because the 'base year value' can generally
only be increased by a maximum of 2% per annum," he continues.  He
points out that the savings would obviously be a significant
benefit to the estate.

Mr. Matarese also asserts that no portion of the Ajalat's
prepetition fees remains available for payment of postpetition
services.  He adds that in an effort to reach agreement with the
U.S. Trustee, Ajalat will remove the arbitration provision from
its engagement letter.

                    About South Bay Expressway

South Bay Expressway, L.P., dba San Diego Expressway, L.P., filed
for Chapter 11 on March 22, 2010 (Bankr. S.D. Calif. Case No. 10-
04516).  Its affiliate, California Transportation Ventures Inc.,
also filed for bankruptcy.

The Debtors developed and operate a four lane, nine mile express
toll road in Southern California commonly referred to as the South
Bay Expressway or State Road 125.  Both estimated assets and debts
of $500 million to $1 billion in their bankruptcy petitions.

Robert Pilmer, Esq., at Kirkland & Ellis LLP, represents the
Debtors in their restructuring effort.  PricewaterhouseCoopers LLP
is auditor and tax advisor.  Imperial Capital LLC is financial
advisor. Epiq Bankruptcy Solutions LLC serves as claims and notice
agent.

The Debtors say that as of the bankruptcy filing, they have
roughly $640 million in book value of total assets and roughly
$570 million in book value of total liabilities.

Bankruptcy Creditors' Service, Inc., publishes South Bay
Expressway Bankruptcy News.  The newsletter tracks the Chapter 11
proceeding undertaken by South Bay Expressway LP and California
Transportation Ventures Inc.  (http://bankrupt.com/newsstand/or
215/945-7000).


SOUTH BAY: Proposes PwC as Tax Advisor and Auditor
--------------------------------------------------
South Bay Expressway and affiliate California Transportation
Ventures Inc. seek the Bankruptcy Court's authority to employ
PricewaterhouseCoopers LLP as their tax advisor and auditor, nunc
pro tunc to their Petition Date, and in accordance with the terms
and conditions set forth in the parties' two engagement letters:

  (1) the tax services engagement letter dated as of March 15,
      2009; and

  (2) the audit engagement letter dated as of March 16, 2010.

As tax advisor and auditor, PwC will prepare the U.S. Corporation
Income Tax Return, Form 1120 for California Transportation
Ventures Inc., and the U.S. Partnership Return of Income, Form
1065 for South Bay Expressway, L.P.  PwC will also prepare and
sign the required state corporate income tax returns.

Pursuant to the Engagement Letters, the Debtors will pay PwC:

  (a) an estimated fixed fee of $33,000 for services provided
      pursuant to the Tax Engagement Letter;

  (b) an estimated fixed fee of $100,000 for services provided
      pursuant to the Audit Engagement Letter; and

  (c) on an hourly basis for additional services that arise from
      non-routine events, transactions and activities.

PwC's hourly rates for the Additional Services are:

         Position                 Rate
         --------                 ----
         Partner                  $525
         Managing Director        $500
         Director                 $415
         Manager                  $335
         Senior Associate         $265
         Associate                $175

The Debtors will also reimburse PwC for any direct expenses
incurred in connection with PwC's retention, including customary
out-of-pocket expenses.

Anthony G. Evans, the Debtors' chief financial officer, says that
the PwC professionals providing the Services to the Debtors will
consult with internal PwC bankruptcy retention and billing
advisors to ensure compliance with the requirements of the
Bankruptcy Code, as well as decrease the overall fees associated
with the administrative aspects of PwC's engagement.  The services
provided by the PwC Retention Advisors will include assistance
with:

  -- bankruptcy retention documents;
  -- disinterestedness disclosures;
  -- completion of the requisite fee applications; and
  -- compliance with applicable provisions of the Bankruptcy
     Code, the Bankruptcy Rules, the Local Bankruptcy Rules, and
     any orders of the Court.

Due to the specialized nature of their services, specific billing
rates have been established for the PwC Retention Advisors, Mr.
Evans tells Judge Adler.  The hourly rates for the PwC Retention
Advisors are:

         Position                 Rate
         --------                 ----
         Partner                  $780
         Managing Director        $675
         Director/Senior Manager  $550
         Manager                  $400
         Senior Associate         $290
         Associate                $225
         Paraprofessional         $125 - $150

Prior to the Petition Date, the Debtors paid PwC total fees of
$30,000 pursuant to the Engagement Letters, Mr. Evans discloses.
He notes that any portion of the payments that is not applied to
prepetition fees and expenses will be detailed in PwC's first
interim fee application, and that portion will be credited towards
PwC's postpetition fees and expenses as allowed by the Court.  As
of the Petition Date, PwC did not hold a prepetition claim against
the Debtors for services rendered in connection with the
engagement.

Steve Embry, a partner at PwC, assures the Court that PwC (i) has
no connection with the Debtors, their creditors, or other parties-
in-interest, except as disclosed in his declaration, (ii) does not
hold any interest adverse to the bankruptcy estates for the
matters for which PwC is to be employed, and (iii) is a
"disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code.

Among the interested parties that Mr. Embry disclosed as having
relationships with PwC are AIG, Banco Bilbao Vizcaya Argentaria -
BBVA, Macquarie 125 Holdings Inc., and Macquarie Group.

                     U.S. Trustee Objects

Tiffany L. Carroll, the Acting United States Trustee for Region
15, asserts that PwC should provide additional disclosure
regarding their present relationship with Macquarie 125 Holdings,
Inc., the Debtors' parent.  She also seeks clarification on why
the Debtors should pay for PwC's fees if the firm is employed by
Macquarie.

If its fees will be billed at an hourly rate, Ms. Carroll contends
that PwC should offer an estimate of the approximate cost for the
PwC Retention Advisors' fees and should explain what services
those advisors will provide to the Debtors that would benefit the
bankruptcy estates.

Ms. Carroll also contends, among other things, that PwC should
disclose how much of the retainer was used prepetition and was
available as of the Petition Date to apply to postpetition
services, and that any clauses that would limit liability of
professionals should not be part of an employment agreement at the
outset of a case.

               S. Embry Supplements Declaration

In his supplemental declaration responding to the Objection, Mr.
Embry tells the Court that an initial draft of the Tax Engagement
Letter, which was erroneously addressed to Macquarie, was provided
to the U.S. Trustee together with the Application, the Original
Declaration, and the Audit Engagement Letter.  He notes that the
final draft of the Tax Engagement Letter was addressed to South
Bay.  In accordance with the Tax Engagement Letter, he says, the
Debtors, rather than Macquarie, will pay for the services PwC
provides to the Debtors, and the Debtors, rather than Macquarie,
paid or will pay the $25,000 due upon execution of the Engagement
Letters.

Mr. Embry discloses Macquarie also has retained PwC to provide
federal and state income tax preparation services, pursuant to a
separate engagement letter, dated March 15, 2010.  PwC is
providing services for a flat fee of $10,000, including $5,000
that Macquarie paid upon execution of the Macquarie Engagement
Letter.

The fees to be incurred by PwC Retention Advisors are not included
in the fixed fees set forth in the Engagement Letters, Mr. Embry
tells Judge Adler.  He says that PwC intends to separately bill
fees and expenses incurred by PwC Retention Advisors at their
hourly rates.  He notes that PwC Retention Advisors are accustomed
to billing at 1/10 of an hour intervals, and will follow that
practice in these cases.

Although difficult to estimate, PwC anticipates that its aggregate
fees will range from 5% to 20% of the approximately $133,000 of
total fees anticipated to be paid by the Debtors in connection
with the retention.  PwC believes that the fees to be incurred by
PwC Retention Advisors will be consistent with amounts approved in
similar cases.

Pursuant to the Engagement Letters, PwC received total fees of
$25,000 in contemplation of commencing the Services pursuant to
the Engagement Letters.  Although retained prior to the Petition
Date, PwC did not accrue any fees prepetition and, to date, has
not applied any portion of the amount, Mr. Embry reveals.
Accordingly, he says, the full $25,000 is available to apply to
postpetition fees and expenses that accrue in PwC's provision of
the Services and are approved by the Court.

PwC believes that the limited indemnification and limitation of
liability provisions set forth in the Engagement Letters are
reasonable and permissible under the circumstances, particularly
in light of the relatively low fixed-fee payments provided for by
the Engagement Letters.

                    About South Bay Expressway

South Bay Expressway, L.P., dba San Diego Expressway, L.P., filed
for Chapter 11 on March 22, 2010 (Bankr. S.D. Calif. Case No. 10-
04516).  Its affiliate, California Transportation Ventures Inc.,
also filed for bankruptcy.

The Debtors developed and operate a four lane, nine mile express
toll road in Southern California commonly referred to as the South
Bay Expressway or State Road 125.  Both estimated assets and debts
of $500 million to $1 billion in their bankruptcy petitions.

Robert Pilmer, Esq., at Kirkland & Ellis LLP, represents the
Debtors in their restructuring effort.  PricewaterhouseCoopers LLP
is auditor and tax advisor.  Imperial Capital LLC is financial
advisor. Epiq Bankruptcy Solutions LLC serves as claims and notice
agent.

The Debtors say that as of the bankruptcy filing, they have
roughly $640 million in book value of total assets and roughly
$570 million in book value of total liabilities.

Bankruptcy Creditors' Service, Inc., publishes South Bay
Expressway Bankruptcy News.  The newsletter tracks the Chapter 11
proceeding undertaken by South Bay Expressway LP and California
Transportation Ventures Inc.  (http://bankrupt.com/newsstand/or
215/945-7000).


SOUTH BAY: BBVA Objects to Imperial's Success Fees
--------------------------------------------------
Banco Bilbao Vizcaya Argentaria, S.A., as the administrative agent
under a Senior Loan Agreement, tells the Bankruptcy Court that
it does not object to the employment of Imperial Capital LLC,
generally, nor to the payment of the proposed monthly fee to
Imperial.

South Bay Expressway, L.P., and its affiliate, California
Transportation Ventures Inc., seek the Court's authority to employ
Imperial Capital, LLC, as their financial advisor, nunc pro tunc
to their Petition Date, pursuant to an engagement letter dated as
of March 1, 2010.

Pursuant to the Engagement Letter, the Debtors propose to pay
Imperial:

  -- a financial advisory fee of $150,000 per month, payable
     monthly in advance;

  -- a cash fee payable upon the closing of a restructuring
     transaction; and

  -- if the Debtors ask that Imperial undertake a financing in
     an amount and under terms as may be agreed between the
     parties, a cash fee, to be paid out of the proceeds of the
     financing.

The Debtors will also reimburse Imperial for its reasonable
expenses incurred in connection with its employment.

BBVA, however, does object to the Court pre-approving any success
fees requested by Imperial without first requiring an inquiry into
the reasonableness of those fees and an analysis of the benefit of
Imperial's services to the estate prior to awarding the fees under
Section 330 of the Bankruptcy Code.

The Debtors seek to have Imperial unqualifiedly appointed as
financial advisors under Section 328 of the Bankruptcy Code,
thereby, eliminating the Court's ability to inquire into the
reasonableness of the fees and their benefit to the estate once
Imperial's services have been completed, Jeffery D. Hermann, Esq.,
at Orrick, Herrington & Sutcliffe LLP, in Los Angeles, California
-- jhermann@orrick.com -- asserts.

BBVA asks the Court that Imperial either be appointed under
Section 327(a) of the Bankruptcy Code, or that the Court instead
require that any success fees sought by Imperial be subject to a
proper evaluation pursuant to Section 330 after the work has been
completed.

The employment of Imperial as the Debtors' financial advisor
should be qualified as to the proposed pre-approved success fees
since the unambiguous approval of a professional's employment
agreement under Section 328 prevents a bankruptcy court from
conducting a Section 330 inquiry into the reasonableness of fees
and the benefits of services provided to the estate, Mr. Hermann
further contends.

BBVA, therefore, asks the Court to:

  (a) deny Imperial's appointment as financial advisor under
      Section 328, and instead appoint Imperial under
      Section 327(a);

  (b) deny Imperial an insider transaction fee and any fees in
      connection with a transaction with the Secured Financing
      Parties;

  (c) deny any success fees following the termination or
      expiration of Imperial's employment; and

  (d) reserve approval of the Restructuring Transaction Fee, the
      Transaction Fee and the Financing Fee under Section 330
      until the services contemplated for the fees have been
      completed and the case is concluded.

                       Parties Stipulate

The Debtors, counsel for the administrative agent for the Debtors'
prepetition secured term loan, and the Office of the United States
Trustee agree that the deadline by which the Debtors are to file a
response to objections to their application to employ Imperial
Capital LLC as financial advisor is extended from May 14, 2010, to
June 3, 2010.

The Court approved the stipulation.

                    About South Bay Expressway

South Bay Expressway, L.P., dba San Diego Expressway, L.P., filed
for Chapter 11 on March 22, 2010 (Bankr. S.D. Calif. Case No. 10-
04516).  Its affiliate, California Transportation Ventures Inc.,
also filed for bankruptcy.

The Debtors developed and operate a four lane, nine mile express
toll road in Southern California commonly referred to as the South
Bay Expressway or State Road 125.  Both estimated assets and debts
of $500 million to $1 billion in their bankruptcy petitions.

Robert Pilmer, Esq., at Kirkland & Ellis LLP, represents the
Debtors in their restructuring effort.  PricewaterhouseCoopers LLP
is auditor and tax advisor.  Imperial Capital LLC is financial
advisor. Epiq Bankruptcy Solutions LLC serves as claims and notice
agent.

The Debtors say that as of the bankruptcy filing, they have
roughly $640 million in book value of total assets and roughly
$570 million in book value of total liabilities.

Bankruptcy Creditors' Service, Inc., publishes South Bay
Expressway Bankruptcy News.  The newsletter tracks the Chapter 11
proceeding undertaken by South Bay Expressway LP and California
Transportation Ventures Inc.  (http://bankrupt.com/newsstand/or
215/945-7000).


SOUTHERN UNITED: A.M. Best Withdraws 'bb-' ICR After Merger
-----------------------------------------------------------
A.M. Best Co. has withdrawn the financial strength rating (FSR) of
B- (Fair) and issuer credit rating (ICR) of "bb-" of Southern
United Fire Insurance Company (Southern United) (Mobile, AL) and
assigned a category NR-5 (Not Formally Followed) to the FSR and
"nr" to the ICR.

These rating actions follow A.M. Best's confirmation that Southern
United has been merged into American Service Insurance Company,
Inc. (American Service) and no longer exists.  American Service is
a wholly owned subsidiary of Kingsway America Inc.  The ultimate
parent of both companies is Kingsway Financial Services Inc., a
Canadian holding company whose common shares are listed on the New
York and Toronto Stock Exchanges.

The FSR of B- (Fair) and ICR of "bb-" for American Service are
unchanged by this merger and remain under review with negative
implications.


SPANSION INC: Acquires Distribution Business From Former Unit
-------------------------------------------------------------
Spansion Inc. disclosed that its new Japanese subsidiary, Spansion
Nihon Limited, has acquired the distribution business of Spansion
Japan, Spansion's former subsidiary.  The applications
engineering, customer service, marketing, quality and sales
functions from Spansion Japan seamlessly transition to Spansion
Nihon and will continue to operate from their current Kawasaki
location.  Leading the new organization is Shinji Suzuki,
president of Spansion Nihon, who rejoins Spansion after retiring
in July of 2006.

"Japan is a strategic market for Spansion Inc. and we are pleased
to welcome Shinji Suzuki to lead our organization," said John
Kispert, Spansion president and CEO.  "With the acquisition
complete, Spansion Nihon will be exclusively focused on serving
the unique needs of our Japanese customers."

Spansion Nihon will continue to serve the Japan market primarily
through the Fujitsu sales channel, extending a longstanding
partnership between Spansion and Fujitsu that dates back to 2003
when AMD and Fujitsu created Spansion.  Spansion Japan, located in
Aizu-Wakamatsu, continues to manufacture wafers and provide sort
services for Spansion on a foundry basis.

"I'm honored to be working with Spansion again and look forward to
providing our Japanese customers with the high levels of quality
and support they have come to expect from Spansion," said Shinji
Suzuki, president, Spansion Nihon.

The acquisition of the Spansion Japan distribution business
follows a successful corporate reorganization of Spansion Inc.,
which resulted in the emergence from U.S. Chapter 11 restructuring
on May 10, 2010.

On February 9, 2009, Spansion Japan voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts.  During the Chapter 11
process, Spansion separated from Spansion Japan operationally and
for financial reporting purposes.  As of today, Spansion continues
to own the stock of Spansion Japan.  Spansion Japan filed its plan
of reorganization on April 26, 2010 and continues to work through
approval of its plan.

                      About Spansion Inc.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc. and its affiliates filed voluntary petitions for
Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead Case No.
09-10690).  On February 9, 2009, Spansion's Japanese subsidiary,
Spansion Japan Ltd., voluntarily entered into a proceeding under
the Corporate Reorganization Law (Kaisha Kosei Ho) of Japan to
obtain protection from its creditors as part of the company's
restructuring efforts. None of Spansion's subsidiaries in
countries other than the United States and Japan are included in
the U.S. or Japan filings.  Michael S. Lurey, Esq., Gregory O.
Lunt, Esq., and Kimberly A. Posin, Esq., at Latham & Watkins LLP,
have been tapped as bankruptcy counsel.  Michael R. Lastowski,
Esq., at Duane Morris LLP, is the Delaware counsel.  Epiq
Bankruptcy Solutions LLC, is the claims agent.  As of Sept. 30,
2008, Spansion had total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.

Judge Kevin J. Carey confirmed Spansion's Plan of Reorganization
on April 16, 2010.  A group of holders of Convertible notes and
equity in Spansion presented an alternative plan, which would pay
senior noteholders in full and has funding commitment of in excess
of $425 million, but the plan was rejected.


SUMMERFIELD PACKAGING: Case Summary & Creditors List
----------------------------------------------------
Debtor: Summerfield Packaging, Inc.
        1148 Vickery Lane
        Cordova, TN 38016

Bankruptcy Case No.: 10-25549

Chapter 11 Petition Date: May 21, 2010

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

Judge: David S. Kennedy

Debtor's Counsel: Jonathan E. Scharff, Esq
                  One Commerce Square, Suite 2700
                  Memphis, TN 38103-2555
                  Tel: (901) 525-1455
                  Fax: (901) 526-4084
                  E-mail: jscharff@harrisshelton.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
$600,066 while debts total $1,783,461

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/tnwb10-25549.pdf

The petition was signed by Gordon Summerfield, president.


SUN HEALTHCARE: Plans to Separate Operating & Real Property Assets
------------------------------------------------------------------
Sun Healthcare Group, Inc. intends to separate the company into
two separate publicly traded companies.  One entity will own all
of Sun's operating subsidiaries and will continue to use the Sun
Healthcare Group name.  The other entity will own substantially
all of Sun's currently owned real property portfolio and intends
to operate as a real estate investment trust under the name Sabra
Health Care REIT, Inc.  The Operating Company, through its
subsidiaries, will continue to provide the same nursing,
rehabilitative and related specialty healthcare services as are
now provided by Sun and its subsidiaries at its 183 skilled
nursing centers, 14 assisted and independent living centers and
eight mental health centers.  The Operating Company will also
manage Sun's rehabilitation therapy, medical staffing services and
hospice businesses.  The REIT will initially own the real property
assets now owned by Sun and will lease those assets to the
Operating Company's subsidiaries.  The REIT expects to grow
through acquisitions as a broad-based healthcare real estate
investment trust.  As it acquires additional properties, it
expects to diversify by geography and tenant within the healthcare
sector.

William A. Mathies, the president of SunBridge Healthcare
Corporation, Sun's inpatient services subsidiary, and the chief
operating officer over Sun's operating subsidiaries, will become
chief executive officer of the Operating Company. Other than
current Sun Chief Executive Officer, Richard K. Matros, the Sun
management team will continue as the management team of the
Operating Company, including Bryan Shaul continuing as the chief
financial officer.  The current members of Sun's Board of
Directors will become the members of the board of directors of the
Operating Company, except that Mr. Matros will be replaced on the
board by Mr. Mathies. T he REIT will be led by Mr. Matros, who
will become its chairman and chief executive officer.  It is
expected that the board of directors of the REIT will consist of
Mr. Matros, certain members of the existing board of directors of
Sun (who will also serve as Operating Company directors) and other
directors not affiliated with Sun.  It is also anticipated that
Harold Andrews, a finance professional who has extensive
experience in both the provision of healthcare and healthcare real
estate, will be named chief financial officer of the REIT.

The separation will be effected through a distribution to Sun
stockholders of the common stock of the Operating Company. The
issuance of the Operating Company common stock in the spin-off
should constitute a taxable distribution to Sun's stockholders.
It is expected that the distribution of the Operating Company
common stock will also be a taxable transaction to Sun, with Sun
recognizing gain to the extent that the fair market value of such
stock exceeds Sun's basis in such stock on the date of the spin-
off.  Sun believes that it will not be subject to a material
amount of tax as a result of the spin-off.

Mr. Matros, Sun's chairman and chief executive officer, stated,
"After considering a number of alternate strategies, our
management and board of directors have concluded that separating
our real property asset base from our operating assets is in the
best interests of our stockholders because it will create two
highly-focused companies.  The REIT will be in a position to
realize the full value of our real estate portfolio and
strategically expand it.  The Operating Company will have the
ability to pursue the same growth strategies that it has today,
albeit with significantly less debt on the balance sheet.  This
separation will enable us to concentrate on building a strong
healthcare real property company, as well as continuing to provide
quality care to residents and patients through the Operating
Company.  We expect that the two public companies will each
provide a platform that more readily enables stockholders to
realize value in their holdings than Sun does today."

Mr. Matros continued, "I have known Bill Mathies for 25 years, and
he has been my partner since Sun emerged from bankruptcy.  He has
been a key member of our leadership team and instrumental to our
growth, whether organic or through acquisition, and to our overall
success.  And I am pleased to announce that Harold Andrews has
agreed to become chief financial officer of the REIT.  I have
known Harold for 14 years, working with him when he was vice
president-finance for Regency Health Services while I served as
chief executive officer, and as a partner in CareMeridian, a
privately held healthcare services and real estate holding
company.  For myself, I once again look forward to another
opportunity to build a successful enterprise that I am confident
will reward stockholders."

Prior to the spin-off, Sun anticipates raising additional capital
through an offering of its common stock, and, in connection with
the spin-off, each of the Operating Company and the REIT is
expected to enter into new credit facilities.  Proceeds from the
equity and debt financings and cash on hand will be used to repay
Sun's outstanding 9.125 percent Senior Subordinated Notes and the
outstanding term loans under Sun's existing credit facility.

Additionally, in connection with the spin-off transaction, the
board of directors announced today that it has adopted a
Stockholder Rights Plan to establish an ownership limitation and
thereby preserve potential tax benefits for the REIT stockholders.
As part of the Rights Plan, the board of directors declared a
dividend of one stock purchase right on each outstanding share of
Sun common stock.  The dividend will be paid on June 3, 2010 to
stockholders of record on June 3, 2010. The dividend will not be
taxable to Sun's stockholders.

In light of the spin-off transaction, the Rights Plan, by limiting
concentration of share ownership, is intended to enhance the
ability to convert to REIT status in a timely manner.  REIT status
could be impaired if a single stockholder acquired more than 10
percent of Sun prior to the spin-off.  The REIT will be adopting
so-called "excess share provisions" in its charter, which are
typical of publicly traded REITs, and which are designed to reduce
the possibility of REIT disqualification by limiting
concentrations of ownership in a manner substantially similar to
that of the Rights Plan.  The Rights Plan also will deter coercive
takeover tactics, and could prevent an acquirer from gaining
control of Sun without offering a fair price to all of Sun's
stockholders.  The Rights Plan will not prevent a takeover, but
should encourage anyone seeking to acquire Sun to negotiate with
the board of directors prior to attempting a takeover.

The rights generally become exercisable if a person or group
becomes the beneficial owner of 9.9 percent or more of the
outstanding common stock of Sun, and they entitle the holder to
purchase one one-thousandth of a share of a new series of junior
participating preferred stock.  Initially, the rights trade with
Sun's common stock and do not separate or become exercisable until
the 9.9 percent ownership threshold is crossed.  Any person or
group that owns 9.9 percent or more of Sun's outstanding common
stock as of the close of business on May 24, 2010 will not trigger
exercisability of the rights so long as such person or group does
not thereafter acquire beneficial ownership of additional shares
of common stock representing 1.0 percent or more of the then
outstanding shares.

The board of directors may redeem the rights at a redemption price
of $0.01 per right or terminate the Rights Plan at any time prior
to the rights becoming exercisable.  The Rights Plan will
terminate at the time of, or shortly after, the spin-off, but in
any event no later than May 24, 2011.

The spin-off of the Operating Company and related actions are
subject to regulatory, stockholder, final board and other
approvals.  Sun anticipates that the transactions will be
completed in the fourth quarter of 2010, and that the REIT will,
for federal income tax purposes, be taxed as a real estate
investment trust as of January 1, 2011.

MTS Securities, LLC, an affiliate of MTS Health Partners, L.P., is
serving as lead financial advisor to Sun, and Jefferies & Company,
Inc. is serving as co-financial advisor, in connection with the
spin-off transaction.

Conference Call Sun invites investors to listen to a conference
call with Sun's senior management on May 25, 2010, at 10 a.m.
Pacific / 1 p.m. Eastern, to discuss the Company's proposed spin-
off.

To listen to the conference call, dial (800) 967-7184 and refer to
Sun Healthcare Group.  A recording of the call will be available
from 4 p.m. Eastern on May 25, 2010, until midnight Eastern on
June 25, 2010, by calling (888) 203-1112 and using access code
6945129.

                         About Sun Healthcare

Sun Healthcare Group, Inc., -- http://www.sunh.com/-- provides
nursing, rehabilitative and related specialty healthcare services
principally to the senior population in the United States.  Its
core business is providing inpatient services, primarily through
183 skilled nursing centers, 14 assisted and independent living
centers and eight mental health centers.  As of Dec. 31, 2009, the
Company's centers had 23,205 licensed beds located in 25 states,
of which 22,423 were available for occupancy.  The Company's
subsidiary engages in three business segments: inpatient services,
primarily skilled nursing centers; rehabilitation therapy
services, and medical staffing services.

                         *     *     *

As reported in the Troubled Company Reporter on April 12, 2010 Sun
Healthcare's bank loan that will mature on April 19, 2014, carries
Moody's Ba2 rating and Standard & Poor's B+ rating.


TD BISTRO: Files for Chapter 11 Bankruptcy Protection
-----------------------------------------------------
Gary Haber at Business Journal of Baltimore reports that T.D.
Bistro Inc., which operates a restaurant, filed for chapter 11
bankruptcy protection, listing assets of less than $50,000, and
liabilities of between $100,000 and $500,000.  According to owner
Timothy Dean, the Company fell victim to the recession and
February snowstorms that kept diners home including for
Valentine's Day.


TERRACE POINTE: Files Schedules of Assets and Liabilities
---------------------------------------------------------
Terrace Pointe Apartments I, LLC, filed with the U.S. Bankruptcy
Court for the Middle District of Florida its schedules of assets
and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $5,400,200
  B. Personal Property             $196,375
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $11,451,178
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $616,767
                                 -----------      -----------
        TOTAL                     $5,596,575      $12,067,945

Tampa, Florida-based Terrace Pointe Apartments I, LLC, aka Terrace
Pointe Apartments, filed for Chapter 11 bankruptcy protection on
April 5, 2010 (Bankr. M.D. Fla. Case No. 10-07946).  Amy Denton
Harris, Esq., at Stichter, Riedel, Blain & Prosser, P.A., assists
the Company in its restructuring effort.  The Company estimated
its assets and debts at $10,000,001 to $50 million.

Terrace Pointe Apartments II, LLC, and Terrace Pointe Apartments
III, LLC -- each disclosing assets and debts of up to $50 million
-- and other affiliates also filed for Chapter 11.


TOMMY VARGAS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Tommy Orlando Habibe Vargas
        #85 Orquidea Street
        Santa Maria
        San Juan, PR 00927
        Tel: (787) 444-5550

Bankruptcy Case No.: 10-04387

Chapter 11 Petition Date: May 21, 2010

Court: U.S. Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtor's Counsel: Fernando E. Longo Quinones, Esq.
                  Berrios & Longo Law Office
                  Capital Center Suite 900
                  239 Arterial Hostos
                  San Juan, PR 00918-1478
                  Tel: (787) 753-0884
                  E-mail: flongoquinones@berrioslongo.com

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

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

A copy of the Debtor's list of 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/prb10-04387.pdf

The petition was signed by the Debtor.


TOUSA INC: Has Court Nod to Use Cash Collateral Until August 31
---------------------------------------------------------------
Judge John K. Olsen of the U.S. Bankruptcy Court for the Southern
District of Florida has issued a final order granting TOUSA Inc.
and its debtor-affiliates access to the cash collateral of their
Prepetition Lenders from May 1, 2010, to August 31, 2010.

The Court held the final hearing on the Cash Collateral Motion
on May 17, 2010.

The Court's recent ruling authorizes the Debtors to use the Cash
Collateral based on a prepared cash flow budget for the period
from May 2010 to August 2010.  The Debtors' estimated total
operating cash flows under the four-month period ending August
2010 are:

    Month ended       Est. Total Operating Cash Flow
    --------------    ------------------------------
      May 2010                   ($5,439,000)
      June 2010                  ($4,690,000)
      July 2010                  ($2,885,000)
      August 2010                  ($545,000)

A full-text copy of the Four-Month Budget is available for free
at http://bankrupt.com/misc/TOUSA_CashCollBudgettilAug2010.pdf

Judge Olson also ruled that the authorized Cash Collateral use is
conditioned on the Debtors' compliance with certain financial
covenants.  The Financial Covenants will be measured as
(i) actual monthly Operating Cash Flow that must not be less than
the projected monthly Operating Cash Flow set forth in the Budget
minus $10 million; and (ii) cumulative Operating Cash Flow for
the applicable period must be no less than the amounts set forth
for the applicable period:

      Period                    Minimum Operating Cash Flow
-------------------             ---------------------------
05/01/10 - 05/31/10                     ($6,707,000)
06/01/10 - 06/30/10                     ($6,494,000)
07/01/10 - 07/31/10                     ($4,923,000)
08/01/10 - 08/31/10                     ($2,468,000)

Except for the Carve-Out, no administrative claims, including
fees and expenses of professionals, will be assessed against or
attributed to any of the Prepetition Secured Parties with respect
to their interests in the Prepetition Collateral for the Cash
Collateral Period or any subsequent period in which the Debtors
are permitted to use Cash Collateral pursuant to the Final Cash
Collateral Order and without prior written consent of the
Prepetition Secured Parties.

Notwithstanding the objections of the Prepetition Secured
Parties, the Cash Collateral may be used by the Official
Committee of Unsecured Creditors to object to or contest the
Prepetition Secured Loans or the Prepetition Liens, or to assert
or prosecute any actions, claims or causes of action against any
of the Prepetition Secured Parties without the consent of the
applicable Prepetition Secured Parties, Judge Olson averred.

To address the previous objection of Red River/El Dorado 6500,
L.L.C., and Rancho Sierra Vista, L.L.C., to the Third Cash
Collateral Motion, Judge Olson ruled that liens granted
under the First, Second, Third, Fourth and Fifth Cash Collateral
Orders, including Adequate Protection Liens, do not prime the
valid prepetition liens and interests, if any, of Red River and
Rancho Sierra.  Any language of the Cash Collateral Orders will
have no effect on Red River's and Rancho Sierra's rights to
defend any challenge to the validity, extent, priority,
perfection or enforceability of their deeds of trust and
covenants that run with their land, Judge Olson said.

Judge Olson also held that the Debtors' or the Creditors
Committee's professional fees must not exceed these estimated
amounts for the period from December 2009 to April 2010:

    Period                      Est. Total Professional Fees
-------------------             ----------------------------
    May 2010                            $2,187,500
    June 2010                           $2,724,000
    July 2010                           $2,958,000
    August 2010                         $2,843,000

A full-text copy of the Professional Fees Budget until August
2010 is available for free at:

  http://bankrupt.com/misc/TOUSA_ProfFeesBudgettilAug2010.pdf

A full-text copy of TOUSA's Sixth Final Cash Collateral
Order dated May 18, 2010, is available for free at:

    http://bankrupt.com/misc/TOUSA_6thFinalCashCollORD.pdf

                        About Tousa Inc.

Headquartered in Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on January 29, 2008 (Bankr. S.D. Fla. Case No. 08-
10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta,
Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at
Berger Singerman, to represent them in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It listed assets between
$1 million and $10 million, and debts between $1 million and
$10 million.

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


TOUSA INC: Court Allows 2nd Amendment of Newark Homes Sale Deal
---------------------------------------------------------------
Debtor Newmark Homes, L.P., and Scott Felder Homes, LLC, sought
and obtained permission from Judge John K. Olsen of the U.S.
Bankruptcy Court for the Southern District of Florida to enter
into a second amendment of their asset purchase agreement on the
sale of certain Newmark Homes assets located in Austin, Texas.

The Court-approved APA contemplated the sale of the Austin assets
to Scott Felder for $11.5 million.

The Second Amendment to the APA seeks to accommodate certain
financial constraints articulated by Scott Felder with respect to
the takedown schedule under the APA that otherwise might have led
to Scott Felder to default on the APA.  It specifically modifies
the sale timeline and provides for the payment of interest to the
Debtors in consideration of the change, Paul Steven Singerman,
Esq., at Berger Singerman, P.A., in Miami, Florida, in Miami,
Florida, counsel to the Debtors, tells the Court.

Essentially, the Second Amendment extends the deadline for Scott
Felder to purchase the remaining lots from July 2010 to Dec. 15,
2010.  In turn, Scott Felder must pay Newmark Homes 5% interest
on the purchase price for lots that are purchased behind schedule
as contemplated in the original timeline provided in the APA.

The Second Amendment provides for these salient terms:

  (1) Scott Felder will be required to purchase:

         (i) only a minimum of the Remaining Lots on or before
             April 30, 2010;

        (ii) an additional $1,078,500 in Lots on or before
             July 31, 2010;

       (iii) an additional $1,078,500 in Lots on or before
             October 31, 2010; and

        (iv) an additional $1,078,500 in Lots on or before
             December 15, 2010.

  (2) The remaining escrow deposit will no longer be released at
      each closing but will be held by an escrow agent until a
      True-up Closing will have occurred on December 15, 2010,
      at which point the entire remaining Escrow Deposit will be
      applied to the $1,078,500 required to be paid at that
      closing.

      The Parties currently estimate the remaining Escrow
      Deposit to be about $403,100, which along with any accrued
      interest on the remaining Escrow Deposit will be applied
      at that closing.

  (3) With respect to a purchase price for the month of May,
      Scott Felder will pay a 5% annualized interest on the May
      Purchase Price from May 1, 2010 through the date of the
      closing on the Lots.  With respect to the purchase price
      for the month of August, Scott Felder will pay a 5%
      annualized interest on the August Purchase Price from
      August 1, 2010 through the date of the closing on the
      Lots.  With respect to the purchase price for the month of
      November, Scott Felder will pay a 5% annualized interest
      on the November Purchase Price from August 1, 2010 through
      the date of the closing on the Lots.  Upon the closing of
      individual Lots, interest accrual will cease on the
      portion of the May, August and November Purchase Prices
      corresponding to those Lots.

The Debtors believe it is prudent to provide Scott Felder with
the flexibility as contemplated under the Second Amendment to
avoid an unnecessary default under the APA and ensure that they
ultimately receive the benefit of their bargain.

While the Second Amendment provides Scott Felder with a five-
month extension to purchase all the Newmark Homes assets in the
Austin Division, it substantially increases the likelihood that
the sale of the Austin Division ultimately will be consummated as
originally agreed upon, Mr. Singerman maintains.

                        About Tousa Inc.

Headquartered in Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on January 29, 2008 (Bankr. S.D. Fla. Case No. 08-
10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta,
Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at
Berger Singerman, to represent them in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It listed assets between
$1 million and $10 million, and debts between $1 million and
$10 million.

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


TOUSA INC: Sells William County Assets to H2 Land
-------------------------------------------------
TOUSA Homes, Inc., asks the Court to approve the sale of certain
assets found in William County, Virginia, to H2 Land Company
pursuant to an asset purchase agreement.

TOUSA Homes owns a real property located at 6800 Abberley Loop in
Prince William County, Virginia, which consists of 1.415 acres of
land in a development known as the Parks at Piedmont.  The
Debtors entered into an asset purchase agreement in July 2009
with Newcastle Communities for the sale of the Property.
Newcastle, however, failed to close on the sale of the Property
at the time of its scheduled closing in December 2009.

As a result of Newcastle's failure to close and William County's
belief that TOUSA Homes did not make sufficient progress towards
developing the Parks at Piedmont, William County was prepared, in
accordance with a development rights agreement with TOUSA Homes,
to place the Parks at Piedmont project in default.

A declaration of default under the Development Agreement would
have permitted William County to take title to a cash escrow
account with funds of $300,227, which escrowed funds are held by
the County for the purpose of completing development work, Paul
Steven Singerman, Esq., at Berger Singerman, P.A., in Miami,
Florida, explains.  A default would have also afforded the County
the ability to accelerate payment obligations with respect to a
surety bond for $397,604 that secured TOUSA Homes' development
obligations, he notes.

Mr. Singerman asserts that a default would have a severe negative
impact on TOUSA Homes.  The declaration of a default would also
mean that no building permits could be issued until a new
developer/applicant posts a new access entry bond covering
the costs of the installed improvements, he points out.  A new
access entry bond for the Parks at Piedmont would be valued at
$1.3 million.  As a result, it is extremely important for the
Debtors to avoid default or to sell the Real Property as soon as
possible, he tells the Court.

The County ultimately allowed the project to proceed provided
that certain site improvements were completed by the summer of
2010.  Absent those improvements or a sale of the Real Property,
the County has indicated that it again will declare a default,
Mr. Singerman discloses.

Against this backdrop, TOUSA Homes solicited offers from
potential purchasers, including H2 Land.  The Debtors believe
that H2 Land seemed like a logical potential purchaser of the
Property because the company had familiarized itself with the
Property in connection with diligence regarding a potential
purchase of the Debtors' Virginia assets.  H2 Land has also a
strong relationship with the County and is developing property
within the County, the Debtors add.

After engaging in arm's-length length negotiations, TOUSA Homes
and H2 Land entered into an Asset Purchase Agreement, whereby H2
Land agreed to acquire the William County Property for $50,000.
The salient terms of the Purchase Agreement are:

  (1) Within five business days after the effective date of the
      Purchase Agreement, H2 Land will provide an escrow
      agent with a $10,000 deposit to be deposited into an
      interest bearing account.  Within five business days of
      the successful conclusion of a study period under which
      H2 Land notifies TOUSA Homes of its election to proceed
      under the Purchase Agreement, H2 Land will deliver
      additional cash to the Escrow Agent to increase the
      Deposit to $20,000.  The Deposit will be credited to the
      Purchase Price at the closing.

  (2) The William County Property will be transferred to H2 Land
      "as is" if the Buyer elects to proceed with the purchase
      of the Property after the conclusion of the Study Period.

  (3) At the Closing, TOUSA Homes will assign to H2 Land its
      rights in and to (a) the architectural plans; (b) the site
      plans; (c) the County site development and building
      permits; (d) the County E&S escrow; (e) the County
      landscape escrow; and (f) prepaid sewer/water connection
      fees to County service authority.

  (4) All real estate tax assessments and condominium fees are
      to be adjusted to the date of the Closing and thereafter
      payable by H2 Land.  TOUSA Homes will be responsible for
      any roll-back taxes due.  TOUSA Homes will pay the cost of
      the preparation of the deed, the Virginia Grantor's Tax
      associated with the recordation of the deed and all costs
      related to the payoff of monetary liens and encumbrances
      not caused by H2 Land or its agents.  H2 Land will pay all
      remaining recordation taxes and costs associated with the
      deed, mortgages and financing agreements.

  (5) The Purchase Agreement is expressly conditioned on H2
      Land's satisfactory determination to proceed under the
      Purchase Agreement after a period for analysis and study
      of the physical, economic and development characteristics
      of the Property.  The Study Period is the period
      beginning on the Effective Date and expiring 30 days
      thereafter.  H2 Land will indemnify and hold TOUSA Homes
      harmless from all fees, costs, liabilities and claims,
      including TOUSA Homes' attorneys fees, arising out of
      activities of H2 Land or its agents on or about the
      Property.  H2 Land will also pay for any damages it causes
      to the Property.

  (6) Within 60 days after the Closing Date, H2 Land will
      replace TOUSA Homes' performance bond for the County
      Project #03-00409 for $397,604 as well as execute new E&S
      and Landscape Escrow Agreements as required by the County.
      At the Closing, TOUSA Homes will assign all its rights,
      title and interests in these cash escrows held by the
      County: (i) E&S for $187,772, and (ii) Landscape Escrow
      for $112,455.  In addition, TOUSA Homes will assign all
      its rights, title and interests to any and all proffers
      previously paid for the County Project.

  (7) The Closing Date on the sale will be 30 days after the
      expiration of the Study Period.

The Debtors believe that the $50,000 purchase price for the
William County Property represents fair value under the current
economic circumstances.

Because the projected development costs associated with the
Property estimated at $470,000 are prohibitive given the market
value of the Real Property, without the sale of the Property
under the Purchase Agreement, the Debtors may be forced to
abandon the Property, Mr. Singerman stresses.  The sale of the
Property pursuant to the terms and conditions in the Purchase
Agreement will allow TOUSA Homes to monetize its interests in the
Property and eliminate any potential ongoing obligations and
related development commitments, he maintains.

The Debtors further ask the Court to rule that April 2, 2010 be
deemed as the effective date of any order authorizing TOUSA Homes
to enter into the Purchase Agreement with H2 Land.  By approving
retroactive authority, the effective date of the Purchase
Agreement will be April 2, 2010 and thus, the 30-day Study Period
will begin on April 2, 2010.

"It is important for the Study Period to begin as soon as
possible because the closing cannot occur until the completion of
the Study Period," Mr. Singerman points out.  "Delaying the
closing date increases the risk of the County placing the Parks
at Piedmont project into default," he stresses.

                          *     *     *

Judge Olson approved the Debtors' Purchase Agreement with H2
Land, nunc pro tunc to April 28, 2010.

                        About Tousa Inc.

Headquartered in Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on January 29, 2008 (Bankr. S.D. Fla. Case No. 08-
10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta,
Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at
Berger Singerman, to represent them in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It listed assets between
$1 million and $10 million, and debts between $1 million and
$10 million.

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


TRANSAX INT'L: Delays Filing on Quarterly Report on Form 10-Q
-------------------------------------------------------------
Transax International Limited said it could not file its quarterly
report Form 10-Q for the period ended March 31, 2010, on time with
the Securities and Exchange Commission.

Plantation, Fla.-based Transax International Limited is an
international provider of information network solutions, products
and services specifically designed for the healthcare providers
and health insurance companies.

The Company's balance sheet as of December 31, 2009, showed
$1,329,458 in assets and $8,723,045 of debts, for a
stockholders' deficit of $7,393,587.

The Company reported a net loss of $2,802,351 on $4,289,523 of
revenue for 2009, compared with a net loss of $1,096,642 on
$6,119,046 of revenue for 2008.


TREY RESOURCES: Posts $401,990 Net Income for March 31 Quarter
--------------------------------------------------------------
Trey Resources Inc. filed its quarterly report Form 10-Q, showing
net income of $401,990 on $1.8 million of sales for the three
months ended March 31, 2010, compared with a net income of $27,045
on $2.0 million of sales during the same period a year ago.

The Company's balance sheet at March 31, 2010, revealed
$1.2 million in total assets and $5.7 million in total
liabilities, for a stockholders' deficit of $4.5 million.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?6309

Livingston, N.J.-based Trey Resources, Inc. operates as a business
consultant, and value-added reseller and developer of financial
accounting software in the United States.

                          *      *      *

According to the Troubled Company Reporter on April 13, 2010, at
December 31, 2009, the Company had total assets of $1,120,713
against total liabilities, all current, of $6,042,974, resulting
in stockholders' deficit of $4,922,261.

In its March 27, 2010 report, Friedman LLP in Marlton, New Jersey,
said the Company has incurred substantial accumulated deficits and
operating losses.  These issues lead to substantial doubt about
the Company's ability to continue as a going concern.


TRI TRONG DO: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Joint Debtors: Tri Trong Do
               Lily Cai Do
               aka Lily Cai Do
               aka Lily Cai
               aka TLD Investments, Inc.
               aka My Love Bridal
               86 Arundel Drive
               Hayward, CA 94542

Bankruptcy Case No.: 10-45900

Chapter 11 Petition Date: May 21, 2010

Court: United States Bankruptcy Court
       Northern District of California (Oakland)

Judge: Edward D. Jellen

Debtor's Counsel: Robert C. Borris, Jr., Esq.
                  21550 Foothill Blvd 2nd Fl.
                  Hayward, CA 94541
                  Tel: (510) 581-7111
                  E-mail: RBorrisjr@aol.com

Scheduled Assets: $1,928,350

Scheduled Debts: $3,361,762

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/canb10-45900.pdf

The petition was signed by Tri Trong Do and Lily Cai Do.


TRIBUNE CO: Court to Continue Plan Outline Hearing on May 28
------------------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware will continue on May 28, 2010, the hearing
on the approval of the Disclosure Statement explaining the Joint
Plan of Reorganization of Tribune Company and its debtor
affiliates.

At the May 20 Disclosure Statement Hearing, holders of both
senior and junior claims made it clear that Tribune Co., as owner
of the Los Angeles Times, Chicago Tribune and New York's WPIX
television station, faces a legal slog before it exits Chapter
11, Reuters reported.

According to Reuters, the Tribune Company has proposed turning
over its operations to investors holding $8.7 billion dollars in
senior loans, while leaving little for other creditors holding
more than $3.6 billion in claims.  Those senior loan claims stem
from the company's 2007 leveraged buyout transactions that put
developer Sam Zell in control of the company.

According to the report, Judge Carey gave Tribune another week to
make changes to its Disclosure Statement to resolve various
objections and allow critics to include two-page statement of
their views on the LBO lawsuit settlements in the Disclosure
Statement.

Tribune has proposed giving broad releases from potential
liabilities and in return giving a stake in the company worth
about $450 million to senior bondholders, who otherwise would
lose their investment, Reuters said in the report.

Junior bondholders, who will get nothing from the planned
reorganization, think the liability claims are worth much more
and drafted a letter for creditors that warned the reorganization
plan would be subject to lengthy court fights if it is not
consensual, according to Reuters.

"Mr. Zell and various members of Tribune's board and senior
management have significant, personal interest in seeing all LBO-
related litigation 'swept under the rug,' especially when the
proposed settlement does not require them to pay any amounts and
also shelters them from all further litigation exposure," Reuters
cited a letter prepared by junior bondholders.

Holders of senior loan claims have argued the company is giving
too much away to head off those disputes, Reuters reported.

"We're just not going to agree," Reuters quoted James Conlan,
Esq., at Sidley Austin, which represents Tribune, as saying.
"They're just not happy with the settlement agreement and plan
structure.  We'll see what happens at the ballot box."

                       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: J. Allen, et al., Seek Class Certification
------------------------------------------------------
James Allen, Charles Evans, Pearl Evans, Gary Grant, Loretta
Grant, Bill McNair and Sean Serrao ask that the U.S. Bankruptcy
Court for the District of Delaware:

  (A) certify a New York minimum wage class action pursuant to
      Rule 7023 and 9014 of the Federal Rule of Bankruptcy
      Procedure and Rule 23 of the Federal Rule of Civil
      Procedure on behalf of individuals who worked for Tribune
      Company or Tribune New York Newspaper Holdings, LLC, in a
      position in which they promoted newspapers by handing them
      out to people, at anytime between August 20, 2001 and
      December 8, 2008; and

  (B) grant class treatment of their class proofs of claim
      against Debtors Tribune Company and Tribune New York
      Newspaper Holdings.

On August 20, 2007, J. Allen, et al., on behalf of themselves and
all others similarly situated, filed a class action complaint in
the New York State Supreme Court, New York County, against
Tribune Company and Tribune New York Newspaper Holdings, LLC,
Mitchell's Subscription Service LLC, and Morning Newspaper
Delivery, Inc.  J. Allen, et al., alleges that companies had
failed to pay them and other similar employees the minimum wage
as required under New York Labor Law and regulations.

J. Allen, et al., relates that they and other potential class
members of the State Court Action timely filed Proofs of Claims
with the Bankruptcy Court to preserve their claims against the
Debtors.  Furthermore, J. Allen, et al., avers that they timely
filed class proofs of claims on behalf of current and former
employees of Debtors for unpaid wages.

For the two class proofs of claim, J. Allen, et al., estimated
the value of the class claim as $1,500,000.

Class treatment of the class proofs of claim meaningfully
advances the goals of bankruptcy because it permits the
economical filing and efficient handling of innumerable
relatively small claims having common bases that would be
difficult for claimants to pursue individually, especially since
members of the putative class have not received individual notice
of Tribune's bankruptcy, says Adam Hiller, Esq., at Pinckney,
Harris & Weidinger, LLC, in Wilmington, Delaware --
ahiller@phw-law.com -- counsel for J. Allen, et al.

Mr. Hiller points out that Rule 23 permits class certification
if: (1) the class is so numerous that joinder of all members is
impracticable, (2) there are questions of law or fact common to
the class, (3) the claims or defenses of the representative
parties are typical of the claims or defenses of the class, (4)
the representative parties will fairly and adequately protect the
interests of the class, (5) common questions of law or fact
predominate over questions affecting only individual members and
(6) a class action is superior to other available methods for the
fair and efficient adjudication of the controversy.

Mr. Hiller also avers that the putative class includes more than
100 persons thus numerosity is met.

According to Mr. Hiller, the common questions of fact and law
include:

  (1) what are the policies, procedures and protocols of Debtors
      regarding payment of minimum wage to promoters;

  (2) what are the policies, procedures and protocols of Debtors
      regarding the recording of hours worked by promoters;

  (3) what are the policies, procedures and protocols of Debtors
      regarding payment of wages for all hours worked by
      promoters; and

  (4) whether promoters were employees of Debtors under the New
      York minimum wage law.

Mr. Hiller maintains that the J. Allen, et al., are members of
the putative classes and possess the same interests, suffered the
same injury and allege identical violations to other class
members.  Thus, he notes, the typicality requirement is met.

According to Mr. Hiller, the proposed class representatives have
no conflict with any class members, and will fairly and
adequately protect the interests of the classes.  He adds that J.
Allen, et al., are adequate representatives because they were
subjected to the same unlawful conduct as the class members.

                       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: Has Court OK to Reject Dun & Bradstreet Contract
------------------------------------------------------------
Tribune Company sought and obtained the 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.

Prior to the entry of the Court's order, the Debtors certified to
the Court that no objections were filed as to the Motion.

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: Judge Carey Okays Appointment of Klee as Examiner
-------------------------------------------------------------
Bankruptcy Judge Kevin Carey approved the appointment of Kenneth
Klee as the examiner in the bankruptcy case of Tribune Company and
its debtor-affiliates.  Judge Carey also approved the Work and
Expense Plan of the examiner.

Roberta A. DeAngelis, the Acting U.S. Trustee for Region 3, asks
Judge Carey to approve the appointment of Kenneth N. Klee, Esq.,
at Klee, Tuchin, Bogdanoff & Stern LLP, in Los Angeles,
California, as examiner in the Debtors' Chapter 11 cases.

The Examiner will evaluate the potential claims and causes of
action held by the Debtors' estates that are asserted by parties
to the LBO, which include Wells Fargo Bank, N.A., as
administrative agent.

                       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: Examiner Can Demand and Issue Subpoenas
---------------------------------------------------
Kenneth Klee, Esq., as the Chapter 11 Examiner in Tribune Company
and its affiliates' Chapter 11 cases, sought and obtained a
Bankruptcy Court order allowing him to compel and demand by way of
subpoena: (i) the oral examination, under oath, of persons and
entities that he believes may have information that is relevant to
his investigation or that may lead him to that information; and
(ii) the production of documents that may be relevant to the
investigation.

Mr. Klee said he wants to ensure that the investigation is timely
and efficiently completed.

Mr. Klee adds that the order will give him the tools he needs to
deal with non-cooperation, increase the likelihood that parties
will voluntarily cooperate in the first instance, and preserve the
rights of parties to seek relief if they have legitimate grounds
to object to any subpoena.

The Debtors related that no objections were filed as to the
request.

                       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: Examiner Hires Own Firm as Legal Counsel
----------------------------------------------------
The examiner in Tribune Company and its affiliates' Chapter 11
cases sought and obtained the Bankruptcy Court's authority to
employ Klee, Tuchin, Bogdanoff & Stern LLP as his legal counsel
nunc pro tunc to April 30, 2010.

Kenneth Klee, Esq., has selected Klee Tuchin because of its unique
experience and expertise that are necessary and appropriate to
perform the tasks necessary to his examination and investigation.

As counsel, Klee Tuchin will:

  (a) take all necessary actions to assist and advise him in the
      discharge of his duties and responsibilities under the
      Examiner Order, other orders of the Court, and applicable
      law;

  (b) prepare on his behalf all reports, pleadings, motions,
      applications, notices, orders and other documents
      necessary in the discharge of his duties;

  (c) represent and advocate his interests at all hearings and
      other proceedings before the Court and at all proceedings
      before the U.S. Trustee;

  (d) analyze and advise him regarding legal issues that may
      arise in connection with discharge of his duties;

  (e) assist with interviews and examinations in connection with
      the investigation and the drafting of a report;

  (f) perform all other necessary legal services on his behalf
      in connection with the Chapter 11 cases; and

  (g) assist him in undertaking any additional tasks or duties
      that he may determine are necessary and appropriate to the
      discharge of his duties.

The Debtors will pay Klee Tuchin based on the firm's current
hourly rates:

  Partners and Of-Counsel          $550-$975
  Associates                       $375-$490
  Paralegals                       $250

The Debtors will also reimburse Klee Tuchin for its expenses
including, among others, photocopying, court fees, travel expenses
and long distance telephone.

Martin R. Barash, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP, in
Los Angeles, California, assures the Court that his firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

The Debtors certified to the Court that no objection was filed as
to the Application.

                       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: Examiner Retains Saul Ewing as Delaware Counsel
-----------------------------------------------------------
Kenneth Klee, the Chapter 11 examiner in Tribune Co.'s Chapter 11
cases, sought and obtained the Bankruptcy Court's authority to
employ Saul Ewing LLP as his Delaware counsel, nunc pro tunc to
April 30, 2010.

The Examiner has selected Saul Ewing to serve as his Delaware
counsel because its partners and associates possess extensive
knowledge and considerable expertise in the fields of bankruptcy,
insolvency, reorganizations, debtors' and creditors' rights,
litigation, investigations, debt restructuring, and corporate
reorganization, among others.

As Delaware counsel, Saul Ewing will:

  (a) take all necessary actions to assist the Examiner in the
      Investigation;

  (b) prepare on behalf of the Examiner all reports, pleadings,
      applications, and other necessary documents in the
      discharge of his duties;

  (c) assist the Examiner in undertaking additional tasks that
      the Court may direct; and

  (d) perform all other necessary legal services on behalf of
      the Examiner in connection with the Debtors' cases.

The Debtors will pay Saul Ewing in accordance with the firm's
current hourly rates:

  Billing Category             Range
  ----------------          ------------
  Partners                  $335-$655
  Special Counsel           $275-$535
  Associates                $215-$390
  Paraprofessionals         $105-$240

The Debtors will also reimburse Saul Ewing for its expenses
including, among others, mail and express charges, special or hand
delivery charges, photocopying and telephone.

Mark Minuti, Esq., at Saul Ewing LLP, in Wilmington, Delaware,
assures the Court that his firm is a "disinterested person" as
that term is defined in Section 101(14) of the Bankruptcy Code.

The Debtors certified to the Court that no objections were filed
as to the Application.

                       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)


TRIDIMENSION ENERGY: Case Summary & 40 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: TriDimension Energy, L.P.
          fka TriDimension Energy, LLC
              Ram Oil & Gas, LLC
        16610 Dallas Parkway, Suite 2500
        Dallas, TX 75248

Bankruptcy Case No.: 10-33565

Chapter 11 Petition Date: May 21, 2010

Court: U.S. Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Stacey G. Jernigan

Debtor's Counsel: Beth Lloyd, Esq.
                  Tel: (214) 220-7824
                  Fax: (214) 999-7824
                  E-mail: blloyd@velaw.com
                  Clayton T. Hufft, Esq.
                  Tel: (214) 220-7742
                  Fax: (214) 999-7742
                  E-mail: chufft@velaw.com
                  William Louis Wallander, Esq.
                  Tel: (214) 220-7905
                  E-mail: bwallander@velaw.com
                  Vinson & Elkins, L.L.P.
                  2001 Ross Avenue, Suite 3700
                  Dallas, TX 75201

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

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

The petition was signed by Jason H. Downie, executive vice
president.

Debtor-affiliates filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Tridimension Energy, L.P.             10-33565                  --
TDE Property Holdings, LP             10-33567                  --
Axis E&P, LP                          10-33566                  --
Axis Onshore, LP                      10-33569                  --
Axis Marketing, LP                    10-33568                  --
Ram Drilling, LP                      10-33570                  --
Tde Subsidiary GP LLC                 10-33571                  --
Tde Operating GP LLC                  10-33572                  --

Debtor's List of 40 Largest Unsecured Creditors:

        Entity                      Nature of Claim   Claim Amount
        ------                      ---------------   ------------

Weatherford U.S. LP                 Trade Debt            $732,493
P.O. Box 1345
Houston, TX 77216-0019

Precision Energy Services, Inc      Trade Debt            $633,658
P.O. Box 148
Dallas, TX 75320-0698

Precision Drilling Company, LP      Trade Debt            $526,995
P.O. Drawer 2128,
4430 Highway 84 West
Houston, TX 77042

White's T & J Oilfield Supply Inc.  Trade Debt            $438,611
P.O. Box 952
Jonesville, LA 71373

M-I L.L.C. (MI SWACO)               Trade Debt            $379,163
Gettie Sue Goss Bamburg,
Office of Donald L. Kneipp,
P.O. Box 2808
Houston, TX 77242-2842

E-Operating, LLC                    Trade Debt            $314,649
P.O. Box 82006
Vidalia, LA 71373

Telluride Exploration LLC           Trade Debt            $283,509
P.O. Box 907
Vidalia, LA 71373

Vital Oil Well Svcs-ProdLLC         Trade Debt            $166,414

Miss-Lou Oil Well Supply, LLC       Trade Debt            $165,608

Schlumberger Technology             Trade Debt            $157,155
Corporation

Petroleum Engineers Inc.            Trade Debt            $134,578

XTO Energy, Inc.                    Trade Debt            $132,836

Baker Hughes Business Support       Trade Debt            $119,856
Srvcs.

BJ Services Company                 Trade Debt            $118,481

Golden West Holdings                Trade Debt            $117,605

X-Chem Inc.                         Trade Debt             $88,418

Reagan Equipment Co., Inc           Trade Debt             $78,473

Hercules Drilling Operations        Trade Debt             $72,042

Weatherford Laboratories, Inc       Trade Debt             $69,781

Teledrift Company                   Trade Debt             $49,389

BJM Construction, Inc               Trade Debt             $47,341

Reed Hycalog, L.P.                  Trade Debt             $44,479

Stokes & Spiehler Onshore, Inc.     Trade Debt             $42,613

Nov National Oilwell Varco          Trade Debt             $40,951

Hole Opener Corporation             Trade Debt             $37,102

Buena Vista Corporation             Trade Debt             $36,900

Donald L. Kneipp, Milton Bamburg    Trade Debt             $35,000

W.T. Drilling Co., Inc              Trade Debt             $32,272

Steve Kent Trucking, Inc            Trade Debt             $31,863

Vital Oil Well Svcs-Const           Trade Debt             $31,751

Vital Oil Well Svcs-Const           Trade Debt             $30,895

Chess Well Service                  Trade Debt             $25,758

Nicholas & Montgomery LLP           Trade Debt             $24,810

Warrior Energy Services             Trade Debt             $22,420

Rudy Kruger Warehouse               Trade Debt             $21,301

HB Rentals                          Trade Debt             $20,512

Herring Gas (Ferriday)              Trade Debt             $18,950

Alton Daniels Consulting            Trade Debt             $18,838

Gwin, Lewis & Punches               Trade Debt             $15,596

Herring Gas (Jena)                  Trade Debt             $14,353


US AIRWAYS: Paid $1 Million in Employee Bonuses in 2009
-------------------------------------------------------
Robert Isom, US Airways' executive vice president and chief
operating officer, said in an interview with Christopher Elliott
of the Elliot Blog, that USAir rewards employees who deliver
exceptional results or demonstrate extraordinary examples of
customer care through the airline's quarterly "Above & Beyond" and
USAir's Chairman's awards program.  In 2009, he continued, they
awarded more than $1 million to employees in the "Above & Beyond"
awards program, and $250,000 to employees under USAir's Chairman's
Award program.

According to the report, US Airways focuses on numbers -- like
improvements in on-time arrivals, misplaced baggage, oversales
and other metrics reported every month to the Transportation
Department -- because they represent the reliability and
convenience customers expect from the airline.  Mr. Isom said
these are also the metrics that the media most closely reports on
and that all of the airlines are consistently measured against
it.

"Under our Triple Play Program," Mr. Isom explained, "employees
receive a $50 payout for each first place finish in either on-
time arrivals, baggage performance or customer complaints among
the airline's Big Five network competitors (AA, CO, DL, UA and
US) based on DOT results."

"Employees have the potential to receive up to $150 each month if
US is first in all three metrics.  If we don't land in first
place but still achieve an on-time departure result of 72 percent
for the month, employees receive a $50 'Pinch Hitter' payout," he
said.

Asked on which number is the most important to US Airways, Mr.
Isom answered that US Airways focuses on four key areas: on-time
departures, on-time arrivals, mishandled bags, and customer
complaints.  He added that among the four, the most important
priority is departing on time because if you don't start the
operation on time each morning, and keep it running close to
schedule, other performance metrics will suffer, relates the
report.

Mr. Isom said US Airways' 2010 goals are designed to ensure that
it continues to build on its efforts to deliver reliability,
convenience, and a professional appearance to its customers.

                       About US Airways

US Airways -- http://www.usairways.com/-- along with US Airways
Shuttle and US Airways Express, operates more than 3,000 flights
per day and serves more than 190 communities in the U.S., Canada,
Mexico, Europe, the Middle East, the Caribbean, Central and South
America.

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another Chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represented the
Debtors in their restructuring efforts.  The USAir II bankruptcy
plan became effective on September 27, 2005.  The Debtors
completed their merger with America West on the same date. (US
Airways Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

                        *     *     *

As of December 31, 2009, US Airways had total assets of
$7,454,000,000, including $2,331,000,000 in total current assets,
against total current liabilities of $2,789,000,000 and total
noncurrent liabilities and deferred credits of $5,020,000,000,
resulting in $355,000,000 stockholders' deficit.

US Airways Group carries Moody's "Caa1" Long-Term rating, LT Corp.
family rating and probability of default rating.  Outlook is
negative.

US Airways Group carries Standard & Poor's "B-" LT Foreign Issuer
Credit rating and LT Local Issuer credit rating.  Outlook is also
negative.

US Airways Group carries Fitch's "CCC" LT Issuer default rating
and "C" Senior unsecured debt rating.  Outlook is also negative.


US AIRWAYS: Reports April 2010 Traffic Results
----------------------------------------------
US Airways Group, Inc. (NYSE: LCC) released April and year-to-date
2010 traffic results.  Mainline revenue passenger miles (RPMs) for
the month were 4.7 billion, down 5.0 percent versus April 2009.
Mainline capacity was 5.7 billion available seat miles (ASMs),
down 2.5 percent versus April 2009.  Passenger load factor for the
month of April was 82.7 percent, down 2.1 points versus April
2009.

US Airways President Scott Kirby said, "Our April consolidated
(mainline and Express) passenger revenue per available seat mile
(PRASM) increased approximately 13 percent versus the same period
last year while total revenue per available seat mile increased
approximately 14 percent on a year-over-year basis.  The revenue
environment continues to improve with strengthening corporate
demand and overall booked yields.

"In addition, thanks to our 30,000 employees, US Airways continues
to run an efficient and on-time airline.  April was the best
operational month in US Airways' post-merger history, setting new
records for all of our operational metrics including the best on-
time performance, the lowest baggage mishandling handling rate,
and the highest completion factor month since the merger in
September 2005."

For the month of April, US Airways' preliminary on-time
performance as reported to the U.S. Department of Transportation
(DOT) was 88.6 percent with a completion factor of 99.6 percent.

This summarizes US Airways Group's traffic results for the month
and year-to-date ended April 30, 2010 and 2009, consisting of
mainline operated flights as well as US Airways Express flights
operated by wholly owned subsidiaries PSA Airlines and Piedmont
Airlines:

                      US Airways Mainline
                             April

                                    2010        2009  % Change

Mainline Revenue Passenger Miles (000)

Domestic                       3,597,666   3,865,565      (6.9)
Atlantic                         653,874     651,277       0.4
Latin                            489,444     471,420       3.8
                               ---------   ---------
Total                          4,740,984   4,988,262      (5.0)

Mainline Available Seat Miles (000)

Domestic                       4,288,633   4,458,303      (3.8)
Atlantic                         807,337     822,654      (1.9)
Latin                            639,759     603,835       5.9
                               ---------   ---------
Total                          5,735,729   5,884,792      (2.5)

Mainline Load Factor (%)

Domestic                            83.9        86.7  (2.8) pts
Atlantic                            81.0        79.2   1.8  pts
Latin                               76.5        78.1  (1.6) pts
                               ---------   ---------
Total Mainline Load Factor          82.7        84.8  (2.1) pts

Mainline Enplanements

Domestic                       3,807,560   3,969,937  (4.1)
Atlantic                         159,525     168,250  (5.2)
Latin                            367,907     375,356  (2.0)
                               ---------   ---------
Total Mainline Enplanements    4,334,992   4,513,543  (4.0)

                          Year To Date

                                    2010        2009  % Change

Mainline Revenue Passenger Miles (000)

Domestic                      13,695,390  14,437,495      (5.1)
Atlantic                       2,116,293   2,022,295       4.6
Latin                          1,982,517   1,837,091       7.9
                              ----------  ----------
Total                         17,794,200  18,296,881      (2.7)

Mainline Available Seat Miles (000)

Domestic                      16,766,424  17,551,027      (4.5)
Atlantic                       2,928,854   2,902,590       0.9
Latin                          2,619,031   2,410,288       8.7
                              ----------  ----------
Total                         22,314,309 22,863,905       (2.4)

Mainline Load Factor (%)

Domestic                            81.7        82.3  (0.6) pts
Atlantic                            72.3        69.7   2.6  pts
Latin                               75.7        76.2  (0.5) pts
                               ---------   ---------
Total Mainline Load Factor          79.7        80.0  (0.3) pts

Mainline Enplanements

Domestic                      14,344,616  14,946,496  (4.0)
Atlantic                         520,568     522,619  (0.4)
Latin                          1,455,027   1,453,699   0.1
                              ----------  ----------
Total Mainline Enplanements   16,320,211  16,922,814  (3.6)

                       US Airways Express
               (Piedmont Airlines, PSA Airlines)
                             April

                                   2010        2009    % Change

Express Revenue Passenger Miles (000)
Domestic                        177,180     176,142     0.6

Express Available Seat Miles (000)
Domestic                        250,056     258,343    (3.2)

Express Load Factor (%)
Domestic                           70.9        68.2     2.7  pts

Express Enplanements
Domestic                        662,942     655,694     1.1

                          Year To Date

                                2010        2009    % Change

Express Revenue Passenger Miles (000)
Domestic                        633,680     646,499    (2.0)

Express Available Seat Miles (000)
Domestic                        957,803   1,019,764    (6.1)

Express Load Factor (%)
Domestic                           66.2        63.4     2.8  pts

Express Enplanements
Domestic                      2,333,556   2,409,580    (3.2)

                Consolidated US Airways Group, Inc.
                              April

                                   2010         2009  % Change

Consolidated Revenue Passenger Miles (000)

Domestic                      3,774,846    4,041,707    (6.6)
Atlantic                        653,874      651,277     0.4
Latin                           489,444      471,420     3.8
                              ---------    ---------
Total                         4,918,164    5,164,404    (4.8)

Consolidated Available Seat Miles (000)

Domestic                      4,538,689    4,716,646    (3.8)
Atlantic                        807,337      822,654    (1.9)
Latin                           639,759      603,835     5.9
                             ----------   ----------
Total                         5,985,785    6,143,135    (2.6)

Consolidated Load Factor (%)

Domestic                           83.2        85.7  (2.5) pts
Atlantic                           81.0        79.2   1.8  pts
Latin                              76.5        78.1  (1.6) pts
                             ----------  ----------
Total                              82.2        84.1  (1.9)  pts

Consolidated Enplanements

Domestic                      4,470,502   4,625,631    (3.4)
Atlantic                        159,525     168,250    (5.2)
Latin                           367,907     375,356    (2.0)
                             ----------  ----------
Total                         4,997,934   5,169,237    (3.3)

                          Year To Date

                                   2010       2009  % Change

Consolidated Revenue Passenger Miles (000)

Domestic                     14,329,070   15,083,994    (5.0)
Atlantic                      2,116,293    2,022,295     4.6
Latin                         1,982,517    1,837,091     7.9
                             ----------   ----------
Total                        18,427,880   18,943,380    (2.7)

Consolidated Available Seat Miles (000)

Domestic                     17,724,227   18,570,791    (4.6)
Atlantic                      2,928,854    2,902,590     0.9
Latin                         2,619,031    2,410,288     8.7
                             ----------   ----------
Total                        23,272,112   23,883,669    (2.6)

Consolidated Load Factor (%)

Domestic                           80.8        81.2  (0.4) pts
Atlantic                           72.3        69.7   2.6  pts
Latin                              75.7        76.2  (0.5) pts
                             ----------  ----------
Total                              79.2        79.3  (0.1) pts

Consolidated Enplanements

Domestic                     16,678,172  17,356,076    (3.9)
Atlantic                        520,568     522,619    (0.4)
Latin                         1,455,027   1,453,699     0.1
                             ----------  ----------
Total                        18,653,767  19,332,394    (3.5)

    US Airways is also providing a brief update on notable
company accomplishments during the month of April:

    * Converted seasonal service from Philadelphia to both
      Brussels and Zurich and Charlotte, N.C. to Paris (Charles
      de Gaulle) to new, year-round service, providing our
      customers with more full-year trans-Atlantic options.

    * Began operating both international and domestic flights at
      Philadelphia International Airport's (PHL) Terminal A-East
      upon the relocation of Delta to Terminal D.  The airline
      now has full or shared access to all international gates
      at PHL, which reduces operational challenges and provides
      a better airport experience for our customers.

    * Moved to a cashless cabin for purchases on board mainline
      domestic flights.  By accepting credit and debit cards
      only in-flight expedites the cabin service process and
      reduces back-end processing time and costs.

    * At month's end, 39 out of 51 (or 76 percent) of the
      airline's Airbus A321s had Gogo(R) Inflight Internet
      installed.  By June 1, all 51 aircraft will be equipped
      with this new wireless Internet product.

                       About US Airways

US Airways -- http://www.usairways.com/-- along with US Airways
Shuttle and US Airways Express, operates more than 3,000 flights
per day and serves more than 190 communities in the U.S., Canada,
Mexico, Europe, the Middle East, the Caribbean, Central and South
America.

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another Chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represented the
Debtors in their restructuring efforts.  The USAir II bankruptcy
plan became effective on September 27, 2005.  The Debtors
completed their merger with America West on the same date. (US
Airways Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

                        *     *     *

As of December 31, 2009, US Airways had total assets of
$7,454,000,000, including $2,331,000,000 in total current assets,
against total current liabilities of $2,789,000,000 and total
noncurrent liabilities and deferred credits of $5,020,000,000,
resulting in $355,000,000 stockholders' deficit.

US Airways Group carries Moody's "Caa1" Long-Term rating, LT Corp.
family rating and probability of default rating.  Outlook is
negative.

US Airways Group carries Standard & Poor's "B-" LT Foreign Issuer
Credit rating and LT Local Issuer credit rating.  Outlook is also
negative.

US Airways Group carries Fitch's "CCC" LT Issuer default rating
and "C" Senior unsecured debt rating.  Outlook is also negative.


US AIRWAYS: To Hold Annual Meeting of Stockholders on June 10
-------------------------------------------------------------
Douglas W. Parker, chairman of the Board chief executive officer
of US Airways Group, Inc., disclosed that the Annual
Meeting of Stockholders will be held at the offices of Latham &
Watkins LLP, located at 555 11th Street, N.W., Suite 1000, in
Washington, D.C., on June 10, 2010 at 9:30 a.m., local time.

Among the agenda for the meeting are:

  (a) A proposal to elect three directors in Class II to serve
      until the 2013 Annual Meeting of Stockholders;

  (b) A proposal to ratify the appointment of KPMG LLP as the
      independent registered public accounting firm of US
      Airways Group, Inc. for the fiscal year ending December
      31, 2010;

  (c) A proposal to consider and vote upon a stockholder
      proposal relating to cumulative voting; and

  (d) Other business as properly may come before the Annual
      Meeting or any adjournments.

                       About US Airways

US Airways -- http://www.usairways.com/-- along with US Airways
Shuttle and US Airways Express, operates more than 3,000 flights
per day and serves more than 190 communities in the U.S., Canada,
Mexico, Europe, the Middle East, the Caribbean, Central and South
America.

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another Chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represented the
Debtors in their restructuring efforts.  The USAir II bankruptcy
plan became effective on September 27, 2005.  The Debtors
completed their merger with America West on the same date. (US
Airways Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

                        *     *     *

As of December 31, 2009, US Airways had total assets of
$7,454,000,000, including $2,331,000,000 in total current assets,
against total current liabilities of $2,789,000,000 and total
noncurrent liabilities and deferred credits of $5,020,000,000,
resulting in $355,000,000 stockholders' deficit.

US Airways Group carries Moody's "Caa1" Long-Term rating, LT Corp.
family rating and probability of default rating.  Outlook is
negative.

US Airways Group carries Standard & Poor's "B-" LT Foreign Issuer
Credit rating and LT Local Issuer credit rating.  Outlook is also
negative.

US Airways Group carries Fitch's "CCC" LT Issuer default rating
and "C" Senior unsecured debt rating.  Outlook is also negative.


US CONCRETE: Has Final Approval for $80 Million Financing
---------------------------------------------------------
Bill Rochelle at Bloomberg News reports that U.S. Concrete, Inc.,
received final approval from the bankruptcy court on May 21 for
$80 million in secured financing.

A syndicate of lenders led by JPMorgan Chase Bank, N.A., as
administrative agent, has committed to provide up to $80 million
of postpetition financing consisting of a $45 million term loan
facility and a $35 million revolving asset based loan facility.

The DIP facility will mature on April 30, 2011, subject to a
three-month extension to July 30, 2011, by the Debtors provided
certain conditions precedent are satisfied.

The DIP facility will incur interest: (i) if a CBFR loan, CB
Floating Rate plus 4.25% if a term loan or 2.50% if a revolving
loan; or (ii) if a Eurodollar loan, an adjusted LIBOR plus 5.25%
if a term loan or 3.50% if a revolving loan.  In the event of
default, the Debtors will pay an additional interest of 2.0% per
annum.

The Debtors' obligations under the DIP facility are secured by
substantially all of the Debtors' assets.

                        Prepackaged Plan

According to Bloomberg, U.S. Concrete has a June 3 hearing for
approval of the disclosure statement explaining the prepackaged
reorganization plan negotiated before the Chapter 11 filing on
April 21. The plan reduces debt by $285 million through conversion
of 8.325 percent subordinated notes into the new equity.

                       About U.S. Concrete

Houston, Tex.-based U.S. Concrete, Inc., aka RMX Industries, Inc.,
is a major producer of ready-mixed concrete, precast concrete
products and concrete-related products in select markets in the
United States.

The Company filed for Chapter 11 bankruptcy protection on
April 29, 2010 (Bankr. D. Del. Case No. 10-11407).  Patrick J.
Nash Jr., Esq., and Ross M. Kwasteniet, Esq., at Kirkland & Ellis
LLP, assist the Company in its restructuring effort as bankruptcy
counsel.  James E. O'Neill, Esq., Laura Davis Jones, Esq., and
Mark M. Billion, Esq., at Pachulski Stang Ziehl & Jones LLP, is
the Company's co-counsel.  Epiq Bankruptcy Solutions is the
Company's claims agent.

According to the schedules, the Company says that assets total
$389,160,000 while debts total $399,351,000.

The Debtor's affiliates, Alberta Investments, Inc., et al., filed
separate Chapter 11 petitions on April 29, 2010.


VIASPACE INC: Posts $630,000 Net Loss for First Quarter 2010
------------------------------------------------------------
VIASPACE Inc. released its financial results for the first quarter
ended March 31, 2010.  Total revenue for the quarter was $927,000
and included $757,000 from Inter-Pacific Arts and $170,000 from
U.S. military contracts for security products.  Total revenue for
first-quarter 2009 was $820,000 and included $591,000 from IPA,
$174,000 from U.S. military contracts for security products, and
$55,000 from a commercial fuel-cell contract with Samsung.

Net loss for the quarter was $630,000 compared to a net loss in
first-quarter 2009 of $851,000.  Net loss for first-quarter 2010
was less than $0.01 per share; net loss for first-quarter 2009 was
less than $0.01 per share.

The company's balance sheet showed $18.8 million total assets and
$6.8 million total current liabilities, for a $12.0 million total
stockholders' equity.

For the quarter, cost of revenues was $676,000, compared to
$526,000 in first-quarter 2009; the increase due to higher volumes
and manufacturing costs related to IPA.  Gross profit for the
quarter was $251,000, compared to gross profit of $294,000 for
first-quarter 2009.

Total operating expenses for the quarter were $922,000, including
$894,000 of selling, general and administrative expense and
$28,000 for operations.  SG&A included $289,000 in stock-based
compensation.  Total operating expenses for first-quarter 2009
were $1.075 million and included $1.07 million in SG&A and $9,000
for operations.  SG&A in 2009 included $572,000 in stock-based
compensation.  Operating loss for the quarter was $671,000,
compared to an operating loss of $781,000 in first-quarter 2009.

For first-quarter 2010 other income, net, was $51,000, compared to
other expense, net, of $125,000 for first-quarter 2009.

VIASPACE Chief Executive Dr. Carl Kukkonen commented: "First-
quarter results reflect the ongoing contribution of IPA to
revenues as well as cash flow to support the continuing
development of our renewable energy business, including acreage
expansion, Giant King Grass cultivation, and construction of our
grass processing facility.  In addition, our efforts to control
operating expenses in certain areas are helping to offset the
expected increases in expenses and capital investment related to
our energy business.  As a result, net loss narrowed from last
year, and net cash used for operations also declined."

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?6311

                        About VIASPACE Inc.

Irvine, Calif.-based VIASPACE Inc. (OTC Bulletin Board: VSPC -
News) -- http://www.VIASPACE.com/-- is a clean energy company
providing products and technology for renewable and alternative
energy that reduce or eliminate dependence on fossil and high-
pollutant energy sources.  Through its majority-owned subsidiary
VIASPACE Green Energy Inc., the Company grows Giant King Grass as
a low carbon fuel for electricity generating power plants and as a
feedstock for cellulosic biofuels.


VISTEON CORP: 2nd Amended Plan Outline Still Has Objections
-----------------------------------------------------------
Judge Christopher S. Sontchi of the U.S Bankruptcy Court for the
District of Delaware further postponed the hearing to consider the
adequacy of the Debtors' Disclosure Statement to May 24, 2010.

The Disclosure Statement Hearing was originally scheduled for
January 28, 2010, and has since been moved to February 18, 2010,
March 16, 2010, April 13, 2010, April 30, 2010 and most recently
to May 12, 2010.

Visteon recently filed a Second Amended Plan of Reorganization
and Disclosure Statement on May 6, 2010.  The revised Plan
embodies a "Toggle Plan," consisting of a rights offering plan
and a claims conversion plan.

Visteon's original Chapter 11 Plan and Disclosure Statement was
filed last December 17, 2009, as subsequently amended on
March 15, 2010.

               Ad Hoc Equity Committee Objects to
               Second Amended Disclosure Statement

The Ad Hoc Committee of Equityholders in the Debtors' cases
continues to assert that the Second Amended Disclosure Statement
dated May 7, 2010 cannot be approved because the Second Amended
Plan is unconfirmable on its face.

The Ad Hoc Equity Committee complains that the Second Amended
Plan:

  -- does not provide the term lenders the indubitable
     equivalent of their secured claim;

  -- violates Section 1123(a)(4) of the Bankruptcy Code because
     the treatment of Classes F and G are not the same;

  -- is a sub rosa and illegal substantive consolidation;

  -- illegally circumvents the absolute priority and unfair
     discrimination rules with respect to the treatment of
     intercompany claims; and

  -- illegally provides for post-confirmation sales of non-
     estate property under Section 363 of the Bankruptcy Code.

The Ad Hoc Equity Committee also reiterates that Second Amended
Disclosure Statement fails to provide adequate information on
expected recoveries; a full disclosure of the Debtors' valuation;
the total enterprise value estimate; an explanation of the
Debtors' cash position; NOL valuation and analysis; discussion on
debt capacity; and description of the Debtors' unconsolidated
joint ventures, among others.

              Aurelius Capital, et al., Oppose to
               2nd Amended Disclosure Statement

Aurelius Capital Master, Ltd., a holder of 6,360,000 shares or
4.87% of the common stock of Visteon Corporation; ACP Master,
Ltd., a holder of 5,218,092 shares or 4.00% of Visteon common
stock; and Aurelius Convergence Master, Ltd., a holder of
1,131,906 shares of Visteon common stock ask the Court to deny
approval of the Second Amended Disclosure Statement because the
Second Amended Joint Plan of Reorganization is patently
unconfirmable.

According to the Aurelius Entities, the Second Amended Plan
provides zero recovery for equity holders, who are therefore
deemed to reject the Second Amended Plan.  The Aurelius Entities
relate that when an impaired class rejects a plan, the plan may
only be confirmed if, among other things, the plan is "fair and
equitable" and does not discriminate unfairly with respect to the
rejecting class.

The Aurelius Entities also complain that the Plan grossly
overcompensates the Debtors' creditors to the detriment of the
prepetition equity holders.

The Aurelius Entities maintain that that the Disclosure Statement
is deficient in two principal respects: It fails to provide
adequate information as to the valuation on which the Second
Amended Plan is predicated, or the incentive compensation --
potentially in the hundreds of millions of dollars -- to be
provided to the Debtors' management.

        Ad Hoc Trade Committee Also Balks at Outline

The Ad Hoc Trade Committee, consisting of certain holders of
general unsecured claims, asserts that the proposed Disclosure
Statement does not contain adequate information.

According to the Ad Hoc Trade Committee, the Proposed Disclosure
Statement fails to provide crucial information required in order
to properly evaluate the Proposed Plan by Class H.  While the
Proposed Disclosure Statement provides both low and high-end
ranges of recovery estimates for all classes, it fails to
disclose a range for Class H, the Ad Hoc Trade Committee asserts.

The disparate treatment of Class F and Class H claims so patently
violates the Bankruptcy Code as to make the Proposed Plan
unconfirmable, the Ad Hoc Trade Committee contends.

                         About Visteon Corp.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The Company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of US$4,561,000,000 and
debts of US$5,311,000,000 as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VISTEON CORP: Michigan Treasury Objects to Exculpation Provisions
-----------------------------------------------------------------
The Department of Treasury for the state of Michigan asserts that
to the extent exculpation and injunction provisions under the
Second Amended Joint Plan of Reorganization are attempts to limit
or enjoin the collection of tax debts due from non-debtors, those
provisions violate the Tax Injunction Act.

Accordingly, the Michigan Treasury Dept. asks Judge Sontchi to
deny confirmation of the Plan.

The Michigan Treasury Dept filed an administrative claim for
$51,972 and a priority claim for $2,634,578.


VISTEON CORP: WTC Says Plan Support Pact May Not be Enforceable
---------------------------------------------------------------
Wilmington Trust FSB, as administrative agent under the Debtors'
senior secured term loan facility, is concerned that the proposed
Plan Support Agreements provide no enforceable commitment from
the Investors to raise the capital necessary for the Rights
Offering Sub Plan, nor from the Investors or Bondholders to
support the toggle to the Claims Conversion Sub Plan.

"If, under these complex and confusing arrangements, the
Investors fail to raise the necessary funds in the indefinite
time given them to do so, they can either walk away, or freeze
the confirmation process by challenging the performance of scores
of covenants, representations and warranties that the Proposed
Agreements would impose on the Debtors," Daniel B. Butz, Esq., at
Morris, Nichols, Arsht & Tunnell LLP, in Wilmington, Delaware --
dbutz@mnat.com -- asserts.

The only binding commitments in the proposed Plan Support
Agreements are those to be imposed on the Debtors, in the form of
new contract obligations and fee and expense reimbursement
obligations, Mr. Butz points out.  "[The proposed Plan Support
Agreements] would also impose on the Debtors' estates a $43.75
million disincentive against the Debtors' pursuit of an
alternative course, including the more advantageous arrangements
proposed by the Term Loan Lenders."

As previously reported, the Term Loan Lenders offered (1) an
option approach on April 16, 2010, that would remove the toggle
concept and mirror the Claims Conversion Sub Plan, and (2) an
approach on May 7, 2010, that would have the Term Loan Lenders
provide a backstopped rights offering without any investor fees.

Wilmington Trust contends that given the plain defects of the
Toggle Plan approach, and the available and costless other
alternatives, no business reason justifies approval of the
proposed Plan Support Agreements and the massive and unnecessary
obligations they impose on the Debtors' estates.

             Ad Hoc Equity Committee: Plan Support Pacts
                       Violate Bankruptcy Code

The Ad Hoc Committee of Equityholders in the Debtors' cases is
concerned that the Plan Support Agreements seem to ignore
multiple provisions of the Bankruptcy Code.

Mona Parikh, Esq., at Buchanan Ingersoll & Rooney PC, in
Wilmington, Delaware -- mona.parikh@bip.com -- points out that:

  -- the Plan Support Agreement violates Section 1125(c) by
     locking up the Noteholders' votes;

  -- the Equity Committee Agreement requires the Debtors to pay
     extraordinary fees and expenses often imposed to prevent
     the proposal of any plan having distributions to
     shareholders;

  -- the Plan Agreements frustrate any purported fiduciary out;
     and

  -- the Plan Agreements either (a) fail to state claims under
     Section 363 of the Bankruptcy Code due to lack of marketing
     and auction, or (b) constitute illegal plan treatment
     because they cause creditors in the same class to be
     treated differently in violation of Section 1123(a)(4) of
     the Bankruptcy Code.

                         About Visteon Corp.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The Company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of US$4,561,000,000 and
debts of US$5,311,000,000 as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


WASHINGTON MUTUAL: Bondholders Don't Support FDIC Settlement
------------------------------------------------------------
Senior bondholders of Washington Mutual Bank reacted to the
announcement by the Federal Deposit Insurance Corporation on
Friday of its approval of a proposed settlement among the FDIC,
Washington Mutual Inc., and JP Morgan Chase, of claims relating to
the WMB receivership estate and WMI's bankruptcy proceedings.

"This proposed settlement by the FDIC would represent an enormous
loss to the WMB estate," said William Isaacson of Boies, Schiller
& Flexner.  "The FDIC is signing off on a several billion dollars
windfall to WMI and JPMC, including by affording them WMB-driven
tax refunds made permissible by the 2009 stimulus legislation and
giving effect to questionable reallocations by WMI of intercompany
loans during the week prior to WMB's failure.  Moreover, the
proposed settlement would provide for vastly inferior treatment of
the claims against WMI asserted by bank bondholders compared to
the treatment afforded to the claims of the WMI noteholders,
without any adjudication of the respective claims.  The
dramatically superior recovery of bondholders at the parent
company level - under the proposed settlement, virtually all of
the WMI noteholders including subordinated holders, will be paid
in full, whereas senior WMB noteholders will not receive anything
close to payment in full - will deliver the negative message to
the marketplace to beware of investment in bank bonds because the
FDIC will not protect bank creditors even where, as here, the
assets were at the bank and the holding company noteholders were
told at the time they purchased their notes that, in the case of
an insolvency of the bank and the holding company, their recovery
would be subordinate to that of bank creditors.  This raises
serious questions about the FDIC's ability to handle the collapse
of large institutions and manage apparent conflicts of interest
which pervade their statutory authority."

Isaacson added "our clients do not support this proposed
settlement.  They will seek to vindicate their rights and claims,
including their claims in the WMI bankruptcy proceedings, until a
decision on the merits is reached."

The settlement announced Friday follows a similar announcement by
WMI last March of a purported settlement at that time.  The FDIC
reversed course then and rejected the earlier March proposed
settlement, which quickly derailed after it was publicly disclosed
that JPMC would receive billions in tax refunds from stimulus
monies to which it was not entitled.

A comparison of WMI's March proposal with its announcement last
Friday reveals that this same central flaw continues to infect
this new proposed plan.  The major change is that JPMC is
allocated $300 million of additional value primarily from the
first tax refund (attributable to WMB's operating losses post-
sale).  Furthermore, the FDIC has allowed JPMC to reserve its
rights to seek further consideration related to those same
liabilities that were the subject of controversy in the March
proposal.

Indeed, the FDIC has agreed in the new plan to provide several
hundreds of millions less to the WMB receivership estate than the
previous plan rejected by the FDIC.  WMI's share of the second tax
refund (attributable to the 2009 stimulus package) is increased by
nearly $700 million, thereby improving the recoveries of WMI
noteholders by nearly $400 million.  The FDIC agreed to this
dramatic increase even though the FDIC had previously acknowledged
in court that WMI had no claim at all to the WMB tax refunds.
Contrary to the FDIC's statutory responsibility to the WMB
receivership, it has given up substantial value for no
consideration.

WMI withdrew nearly $13.0 billion in dividends from WMB during
2006 and 2007, a time period in which the housing market was
beginning to deteriorate and loan delinquencies were escalating.
The WMB senior bonds provided essential financing and liquidity in
order to facilitate these dividends.  By the end of 2007, given
all the cash it had taken out of WMB, WMI began to reinvest in WMB
to keep it afloat.  However, WMI's investments came in slowly and
constituted only a fraction of the dividends it had earlier taken
out.

On the heels of those questionable dividend payments, WMI later
withdrew from WMB approximately $4.0 billion in so-called "deposit
funds" during the week before WMB's demise, when WMI should have
been acting as a "source of strength" for WMB.  Curiously, the
settlement approved by the FDIC permits WMI to retain that
windfall even in light of the subsequent announcement by the
Office of Thrift Supervision that the primary cause of WMB's
failure was the loss of $16.7 billion in deposits creating a run
on the bank.

In Friday's announcement, the FDIC argued that by settling now it
would avoid costly litigation which could last for years, implying
some benefit to the taxpayers.  However, the WMB receivership has
$1.9 billion of non-taxpayer funds to support the pursuit of
claims, more than enough to cover any conceivable legal budget.
It appears that the FDIC's motivation for entering into this
proposed settlement may, at least in some measure, have been to
avoid further scrutiny of how it handled this matter.

Despite assurances from senior FDIC officials during the fall of
2008 that all potential assets of the receivership would be
aggressively pursued, the reality provides a stark contrast.  Far
from serving as an instrument to maximize WMB receivership estate
value, the FDIC has failed to safeguard and promote the interest
of the principal remaining creditors of the receivership and has
failed to maximize estate value.  This has been exacerbated by the
FDIC's inability to effectively navigate the bankruptcy process.

Washington Mutual is the biggest bank failure ever.  It will be a
benchmark for how creditors are treated in large bank failures,
and the message that will be delivered to investors, if this
proposed settlement is consummated without significant improvement
in the treatment of the WMB senior noteholders, is to avoid
investments in bank-issued bonds.

                    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: Plan Outline Hearing Adjourned to June 3
-----------------------------------------------------------
Washington Mutual, Inc. and WMI Investment Corp. submitted to
Judge Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware a Second Amended Chapter 11 Plan of
Reorganization and Disclosure Statement on May 21, 2010.

"There were not significant changes to the Disclosure Statement,"
Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP, in New York,
argued a May 19, 2010, hearing, reports The Associated Press.
The changes "relate only to nuances of the [Global] [S]ettlement
[A]greement and objections to the Disclosure Statement," Mr.
Rosen noted, according to AP.

The Global Settlement Agreement refers to that pact reached among
(i) the Debtors; (ii) JPMorgan Chase Bank, N.A.; (iii) the
Federal Deposit Insurance Corporation in its capacity as receiver
for Washington Mutual Bank; (iv) the FDIC, in its corporate
capacity; (v) certain "noteholders;" and (vi) the Official
Committee of Unsecured Creditors for the resolution of certain
disputed accounts, the division of certain tax refunds and the
ownership of certain trust preferred securities, among others.

The Settling Noteholders include Appaloosa Management L.P.;
Centerbridge Partners, L.P.; Owl Creek Asset Management, L.P.;
and Aurelius Capital Management LP, each on behalf of certain of
their affiliates.

The terms of the Global Settlement were first announced on
March 12, 2010.  The Settlement terms were subsequently modified
as reflected in filings with the Bankruptcy Court on each of
March 26, 2010 and May 16, 2010, and additional modifications are
reflected in the most recent version of the WaMu Plan and
Disclosure Statement dated May 21, 2010.

"We are trying to get this case out of Chapter 11 as quickly as
possible," Mr. Rosen told Judge Walrath.

The Second Amended Plan, the Second Amended Disclosure Statement,
and the revised Global Settlement have the full support of the
FDIC, JPMorgan and the Creditors Committee.  In an official
statement, WaMu said it is pleased to have reached an agreement
with the FDIC and JPMorgan, and appreciate the strong support of
the Creditors' Committee.

WaMu noted it has worked diligently over the last 20 months to
maximize the value of its bankruptcy estate and is confident that
the Second Amended Plan will accomplish the objective of
providing substantial recoveries for its creditors.

The Second Amended Plan and Disclosure Statement were signed by
WaMu Chief Restructuring Officer William C. Kosturos.

A hearing will be held before Judge Walrath on June 3, 2010, at
10:30 a.m. Eastern Time to determine whether the Disclosure
Statement contains adequate information within the meaning of
Section 1125 of the Bankruptcy Code.  Objections to the
Disclosure Statement, if any, must be filed no later than May 28,
2010, at 4:00 p.m. Eastern Time.

                    Revised Global Settlement

As previously reported, the Global Settlement contemplates the
repayment of cash from JPMorgan of approximately $4 billion,
which represents the funds in the Disputed Accounts.

The Global Settlement also provides for the favorable allocation
of certain Tax Refunds.  Under the Second Amended Plan, the
parties' expected net Tax Refunds total $5.5 to $5.8 billion,
from a previous estimate of $5.4 to $5.8 billion.  Thus, the
Debtors also have a revised estimate of their share of the total
Tax Refunds at $2.365 to $2.425 billion, from a previous estimate
of $2.3 to $2.6 billion.  That estimate of the Debtors' tax
refund share is inclusive of any distribution that may be payable
on account of Non-Subordinated Bank Bondholder Claims.

The allocation of the "first portion" of the Tax Refund remains
the same as in previous plan versions -- with 20% to be allocated
to the Debtors and 80% to JPMorgan.  The Tax Refund First Portion
refers to the amount of net Tax Refunds that are or may be
received absent the Federal Deposit Insurance Act's extension of
the federal NOL carryback period.

The allocation of the "second portion" of the Tax Refunds,
however, is revised under the Second Amended Plan.  Any
additional net Tax Refunds will be allocated 65.178% [from a
previous 68.5%] to WaMu, and 34.822% [from a previous 31.5%] will
be allocated to the FDIC Receiver.  Moreover, the Second Amended
Plan specifically notes that:

  * If the Class of Non-Subordinated Bank Bondholder Claims
    votes to accept the Plan, then their Claims will be deemed
    allowed against the Debtors and each holder of a Non-
    Subordinated Bank Bondholder Claim will receive their pro
    rata share of "BB Liquidating Trust Interests," which
    interests, in the aggregate, represent a right to receive
    5.357% [as opposed to a previous 5.5%] of the Tax refunds
    -- specifically the Homeownership Carryback Refund Amount,
    as defined in the Global Settlement Agreement -- subject to
    a $150 million cap.

  * If the class of Non-Subordinated Bank Bondholder Claims
    votes to reject the Plan, then the Debtors will only reserve
    for distribution to those Holders the BB Liquidating Trust
    Interests, if, pursuant to a final order of the Bankruptcy
    Court, the claims are determined to be allowed as against
    the Debtors.

The Debtors currently estimate that the Second Portion of the Tax
Refunds will be approximately $2.8 billion, approximately $1.825
billion of which is expected to be allocated to their estates,
including any distribution that may be payable on account of Non-
Subordinated Bank Bondholder Claims.

The Second Amended Plan further clarifies that the FDIC Receiver
will not be entitled to receive distributions on account of its
proof of claim filed against the Debtors or otherwise.

The Global Settlement also provides a resolution of the causes of
action and claims the settling parties have asserted against each
other, a turnover proceeding, and a Rule 2004 exam request.
Accordingly, the Second Amended Disclosure Statement reflects
that under the Global Settlement, the Settling Parties will seek
rulings from the U.S. District Court for the District of
Delaware, the Bankruptcy Court, or the relevant appellate court
enjoining:

  (a) the plaintiffs in the 2009 action captioned American Nat'l
      Inc. Co., et al. v. JPMC Chase & Co., et al. and any other
      plaintiffs who have brought or may in the future bring
      claims from taking any action inconsistent with the
      Debtors' and the FDIC Receiver's ownership and exclusive
      control over claims and causes of action.  The American
      National Action is all about the plaintiffs' assertion of
      various causes of action against JPMorgan in relation to
      its acquisition of WMB's assets; and

  (b) any other person from instituting or prosecuting any
      claims on behalf of WaMu, Washington Mutual Bank or the
      Receivership.

The Global Settlement Parties agree that all of the rights of the
WaMu Entities in and to trademarks, patents, domain names and
copyrighted materials, that were used by WMB or were available
for WMB's use prior to the Petition Date will be deemed to have
been transferred by WaMu Entities to JPMorgan or its designee.

The Parties further agree that:

  (i) with respect to the first $60 million of coverage under
      the Washington Mutual Financial Institution Blended
      Liability Program and related excess policies for the
      policy period May 1, 2007 to May 1, 2008, WaMu and its
      present and former officers and directors and employees,
      as Insured Parties, will be entitled to a priority
      recovery for all claims made by or on behalf of any
      Insured Party against the policies and bonds in the 2007-
      08 Blended Tower, that priority amount to be used in
      connection with the defense and settlement of the Buus
      Litigation and the ERISA Litigation, as defined under the
      Second Amended Plan; and

(ii) to the extent payment is made by one of the insurers in
      the 2007-08 Blended Tower to any party other than WaMu,
      prior to the reconciliation and determination of all other
      claims made by any Insured Party, present and former
      officers and directors and employees, the Funds paid and
      received will be deemed held by that Party in trust for
      the benefit of WaMu.

To the extent JPMorgan assumes litigation liabilities pursuant to
the Global Settlement, which may be the subject of the Tower
Insurance Programs, the JPMorgan payments will be treated pari
passu with the claims of WaMu, the FDIC Receiver, the FDIC
Corporate, and WaMu's present and former D&Os and employees
against the Tower Insurance Programs.

On the effective date of the Global Settlement and solely to the
extent that a final non-appealable judgment has not been entered
previously against the plaintiffs in the American National
Litigation, WaMu, the FDIC Receiver, and FDIC Corporate will take
any and all actions to dismiss, with prejudice, the Litigation.

                     Other Plan Provisions

Aside from the Revised Global Settlement, the Second Amended Plan
also provides further disclosure of other plan terms, which
include rights offering, treatment of claim, description of a
subordination model, and information on the reorganized common
stock, among others:

A. Rights Offering

  Reorganized WaMu will issue 5,600,000 shares of duly
  authorized common stock, with a par value of $25 per share on
  the Plan Effective Date.

B. Treatment of Claims

  The Second Amended Plan still designates 21 classes of claims.
  The treatment of certain specified classes of claims were
  revised or supplemented, specifically Class 2, 3, 12, 14, 15
  and 17 Claims.

  Each holder of a Class 2 Allowed Senior Notes Claim may only
  elect to receive percentage of Reorganized Common Stock that
  equals the Holder's Pro Rata Share of all Allowed Senior Notes
  Claims and Allowed General Unsecured Claims.  If all Allowed
  Senior Notes Claims and Postpetition Interest Claims on
  account of Allowed Senior Notes Claims are paid in full in
  cash on the Effective Date, then holders of Allowed Senior
  Notes Claims who elected to receive Reorganized Common Stock
  will not receive the Stock and their election rights will
  automatically be deemed cancelled.

  To the extent all Class 2 Allowed Senior Notes Claims and/or
  Postpetition Interest Claims on account of Allowed Senior
  Notes Claims are not paid in full in cash on the Effective
  Date, holders of Allowed Senior Notes Claims who elected to
  receive Reorganized Common Stock will only be entitled to
  receive Reorganized Common Stock with an aggregate value equal
  to any unpaid portion of their Allowed Senior Notes Claims and
  Postpetition Interest Claims.

  Each holder of a Class 2 Allowed Senior Notes Claim may only
  elect to receive that percentage of Reorganized Common Stock
  that equals its pro rata share of (i) all Allowed Senior Notes
  Claims and Allowed General Unsecured Claims plus (ii) all
  Postpetition Interest Claims with respect of Allowed Senior
  Notes Claims and Allowed General Unsecured Claims.

  Each holder of Class 3 Allowed Senior Subordinated Notes
  Claims and Class 12 General Unsecured Claims may only elect to
  receive that percentage of Reorganized Common Stock that
  equals that Holder's Pro Rata Share of all Allowed Claims.

  Each holder of a Class 14 Allowed CCB-1 Guarantees Claims and
  Class 15 CCB-2 Guarantees Claims may only elect to receive
  that percentage of Reorganized Common Stock that equals the
  Holders Pro Rata Share of all Allowed CCB-1 Guarantees Claims
  and Allowed CCB-2 Guarantees Claims.

  If Holders of Class 17 Non-Subordinated Bank Bondholder Claims
  vote to accept the Plan, the Non-Subordinated Bank Bondholder
  Claims will be deemed Allowed Claims.  Each Holder will
  receive a Pro Rata Share of BB Liquidating Trust Interests,
  which represent a right to receive 5.357% of the Homeownership
  Carryback Refund Amount, subject to a cap of $150,000,000, and
  subject to contractual subordination rights among the holders
  of Non-Subordinated Bank Bondholder Claims.

  If Class 17 rejects the Plan, the sole amount of reserve for
  distribution to the holders of Non-Subordinated Bank
  Bondholder Claims will be the BB Liquidating Trust Interests
  if the Bankruptcy Court determines the Claims to be Allowed.

C. Subordination Model

  The Second Amended Disclosure Statement also describes a
  Subordination Model developed by Alvarez & Marsal North
  America, LLC, the Debtors' restructuring advisors, which
  implements the Debtors' interpretation of the respective
  subordination provisions in the Senior Subordinated Notes
  Indenture, CCB-1 Guarantee Agreements, CCB-2 Guarantee
  Agreements, Junior Subordinated Notes Indenture and PIERS
  Guarantee Agreement.

D. Transfer of Reorganized Common Stock and Additional Common
  Stock

  Under the Second Amended Plan, the Debtors disclose that "a
  liquid trading market for the Reorganized Common Stock and
  Additional Common Stock may not develop."  As of the Plan
  Effective Date, neither the Reorganized Common Stock nor the
  Additional Common Stock will be listed for trading on any
  stock exchange or trading system.  Consequently, the trading
  liquidity of the Reorganized Common Stock and the Additional
  Common Stock may be limited as of the Effective Date.

  In addition, as of the Plan Effective Date, without the
  approval of the Board of Directors of Reorganized WaMu, no
  person will be permitted to acquire shares of Reorganized WaMu
  to the extent that after giving effect to the proposed
  acquisition:

  (1) the purported transferee or, as a result of the proposed
      acquisition, any other person, would hold at least 4.75%
      of Reorganized WaMu's shares; or

  (2) a person who already holds at least 4.75% of Reorganized
      WaMu's shares would hold a higher percentage of shares.

E. Subscription Rights

  Pursuant to the Second Amended Plan, each holder of an Allowed
  PIERS Claim will receive certain Subscription Rights,
  entitling the Holder to purchase its Pro Rata Share of
  Additional Common Stock if the Holder -- based on its Pro Rata
  Share of Subscription Rights -- is entitled to subscribe for
  shares of Additional Common Stock for an aggregate
  Subscription Price of at least $2,000,000.

Full-text clean copies as well as blacklined versions of the WaMu
Second Amended Plan and Disclosure Statement are available for
free at:

   http://bankrupt.com/misc/WaMu_2ndAmendedDS.pdf
   http://bankrupt.com/misc/WaMu_2ndAmendedPlan.pdf
   http://bankrupt.com/misc/WaMu_Blacklined2ndAmendedDS.pdf
   http://bankrupt.com/misc/WaMu_Blacklined2ndAmendedPlan.pdf

                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over September 25 by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

Peter Calamari, Esq., and David Elsberg, Esq., at Quinn Emanuel
Urquhart Oliver & Hedges, LLP, served as legal counsel to WMI with
responsibility for the litigation.  Brian Rosen, Esq., at Weil,
Gotshal & Manges LLP served as legal counsel to WMI with
responsibility for the chapter 11 case.

Bankruptcy Creditors' Service Inc. publishes Washington Mutual
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Washington Mutual Inc. (http://bankrupt.com/newsstand/or
215/945-7000).


WASHINGTON MUTUAL: JPM Abandons Demand for $1.4-Bil. Tax Break
--------------------------------------------------------------
J.P. Morgan Chase & Co. is ditching its demand for a $1.4 billion
tax break in exchange for a bigger upfront share of a Washington
Mutual Inc. bankruptcy settlement, The Wall Street Journal's Dan
Fitzpatrick reports, citing people familiar with the talks.


JPMorgan was reportedly "in discussions" with the Federal Deposit
Insurance Corp. and bondholders about an accord that will allow
it to benefit from the $1.4 billion tax refund.  Upon approval of
bondholders, a federal judge, a bankruptcy judge and the boards
of the FDIC and JPMorgan, the agreement under discussion was said
to enable JPMorgan to claim tax refund as part of a larger
settlement with bondholders.

Approximately $1.55 billion of the refund would be used by the
FDIC to cover JP Morgan's potential losses on legal claims.
Subsequently, JPMorgan can make a claim for as much as $1.4
billion of those funds.  On the other hand, the potential
settlement with bondholders covers an additional $11 billion in
disputed deposits and other assets.

JPMorgan's tax refund springs by a provision in the 2009
economic-stimulus bill that allows companies to apply losses from
2008 or 2009 against taxes paid in the previous five years,
instead of the previous two years.  Washington Mutual Bank, which
JPMorgan acquired in September 2008, is eligible for about $2.6
billion in tax refunds due to the big losses it incurred in 2008,
according to the Journal.  The Journal notes, however, that the
tax refund "specifically excluded any companies that received
bank-bailout aid from getting the tax refunds" -- including
JPMorgan that received $25 billion in 2008.

The Wall Street Bank had argued, among other things, that the
bailout ban wouldn't apply because Washington Mutual -- and not
JP Morgan -- was the taxpayer.  Moreover, the Refund would be
held by the FDIC in receivership and JPMorgan could access the
funds if sued over Washington Mutual-related issues, the report
noted.

In addition, the proposed tax break under the deal did not have
the approval of certain parties involved in the Washington Mutual
case, including the FDIC and bank bondholders.

The Journal noted that based on its analysis of securities
filings, JPMorgan would have been one of more than 250 companies
that are expecting to get approximately $12 billion in federal
tax refunds under the law.  The Joint Committee on Taxation had
estimated the provision would cost $33 billion in its first year.

                     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).


WESTCLIFF MEDICAL: Files for Chapter 11 to Sell to Rival
--------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Westcliff Medical
Laboratories Inc. is in bankruptcy, intending to sell the company
quickly to competitor Laboratory Corp. of America.  The sale price
hasn't been disclosed.

Santa Ana, California-based Westcliff Medical is a provider of
clinical testing and pathology services at 170 locations in
California.  Westcliff filed a Chapter 11 petition on May 19 in
Santa Ana, California (Bankr. C.D. Calif. Case No. 10-16743).  The
petition said that assets and debts range from $50,000,001 to
$100,000,000.  Parent BioLabs Inc. also filed for Chapter 11.  The
parent has no assets aside from owning Westcliff.

Westcliff said in a court filing that it was "simply not able to
operate sufficiently profitably to enable the debtors to repay
their debts."  There haven't been any payments on $56 million in
three secured term loans since early 2009.

Revenue of $97 million in 2009 resulted in a $13 million net loss.
In 2008, the net loss was $87 million on net revenue of $84
million, according to a court filing.


WOUND MANAGEMENT: Posts $1.2 Million Net Loss in Q1 2010
--------------------------------------------------------
Wound Management Tedhnologies, Inc. filed its quarterly report on
Form 10-Q, showing a net loss of $1.2 million on $66,690 of
revenue for the three months ended March 31, 2010, compared with a
net loss of $509,257 on $53,428 of revenue for the same period of
2009.

The Company's balance sheet as of March 31, 2010, showed
$6.2 million in assets, $3.6 milion of liabilities, and
$2.6 million of stockholders' equity.

Pritchett, Siler & Hardy, P.C., in Salt Lake City, expressed
substantial doubt aobut the Company's abiity to continue as a
going concern after auditing the Company's financial statements
for the year ended December 31, 2009.  The independent auditors
noted that the Company has incurred substantial losses and has a
working capital deficit.

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

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

Fort Worth, Tex.-based Wound Management Technologies, Inc.,
through its subsidiary, Wound Care Innovations, LLC, distributes
collagen-based wound care products in the United States.


* Berry Spears to Head Fulbright's Houston Bankruptcy Practice
--------------------------------------------------------------
Fulbright & Jaworski L.L.P. has named Berry D. Spears, a prominent
bankruptcy partner with extensive nationwide restructuring
experience in the financial, manufacturing, telecommunications,
real estate, retail and oil and gas industries, as the leader of
the Bankruptcy and Insolvency practice in Houston.

"Berry is a proven leader with a strong track record of success,"
said Michael Conlon, the head of Fulbright's Houston office.  "He
is perfectly poised to lead our experienced group of bankruptcy
lawyers as they guide our clients through the complexity of
today's bankruptcy landscape."

Spears moved from the firm's Austin office to Houston this year.
He has significant experience in bankruptcy and insolvency
matters, including most recently, as a member of the Fulbright
team that steered Idearc. Inc. and its affiliates, the largest
bankruptcy case ever filed in Texas (with assets of over $10
billion), through a successful restructuring in approximately nine
months.  Spears has a broad and diverse client base, representing
lenders, companies and committees across the country in all
aspects of bankruptcy law.

With valuable experience in the highly regulated electric utility
industry, Spears has worked with cooperatives and independent
power producers in a variety of complex matters.  He also led the
country's first successful restructuring of a significant "roll-
up" in the residential and commercial plumbing, heating,
ventilation and air conditioning (HVAC) market.

"Berry's skill, experience, knowledge, commitment to maximizing
value to his clients and national client base make him the perfect
person to lead our Houston practice group," said Louis Strubeck,
the head of Fulbright's Bankruptcy and Insolvency Department.

Spears has served on the advisory board for The Helping Hand Home
for Children, an Austin-based residential facility for abused,
neglected and abandoned children.  He also has served as a board
member and executive committee member of the Capital Area United
Way; Chair of the Bankruptcy Law Section of the State Bar of Texas
and as the Chair of both the Unsecured Trade Creditors' Committee
and the Real Estate Committee of the American Bankruptcy
Institute.  He is a Fellow of the American College of Bankruptcy
and for years has been included in listings maintained by Chamber
Partners USA and Best Lawyers in America.

"Our seamless approach, which utilizes the right lawyer for the
right task, is what enables our team to best represent a diverse
range of clients with interests in a variety of industries," said
Spears.  "I look forward to building new relationships in Houston
while continuing to work shoulder-to-shoulder with our capable,
dedicated and impressive team of lawyers, all of whom bring a
broad array of experience in both the transactional and litigation
aspects of bankruptcy and insolvency matters."

Spears received his J.D. from The University of Texas School of
Law in 1982 and his B.A. from Austin College in 1979.

                   Fulbright & Jaworski L.L.P.

Founded in 1919, Fulbright & Jaworski L.L.P. is a leading full-
service international law firm, with nearly 1,000 lawyers in 16
locations in Austin, Beijing, Dallas, Denver, Dubai, Hong Kong,
Houston, London, Los Angeles, Minneapolis, Munich, New York,
Riyadh, San Antonio, St. Louis and Washington, D.C. Fulbright
provides a full range of legal services to clients worldwide.

The 2009 BTI survey of FORTUNE 1000 general counsel chose
Fulbright as "The BTI Client Service 30" and Corporate Board
Member magazine named Fulbright among the top 20 corporate law
firms in the U.S. in their survey of board members of public
companies. For more information, please visit: www.fulbright.com


* Ben Gonzalez and GR Christon Join KPMG Restructuring Group
------------------------------------------------------------
KPMG LLP disclosed that two senior industry executives have joined
the firm's Restructuring Services group.  Ben Gonzalez, principal,
and George "GR" Christon, managing director, will work with
companies to help them improve performance and recover value in
stressed and distressed situations.

"Ben and GR bring significant debtor and senior lender
restructuring experience to KPMG's growing Restructuring Advisory
practice, strengthening our position as a significant global and
U.S. restructuring advisor," said Drew Koecher, KPMG's U.S. leader
for Restructuring Services.  "Their proven track record assisting
debtors and senior creditors with improving value recovery -
across a variety of industries - enhances our restructuring team's
ability to serve our clients."

Prior to joining KPMG, Gonzalez served as a principal in Grant
Thornton LLP's Corporate Advisory and Restructuring Services
practice.  He has deep experience advising companies, lenders, and
other stakeholders on financial restructuring alternatives and
working with both healthy and distressed organizations on mergers,
acquisitions, and recapitalizations.  Ben started his career as a
credit analyst for InterFirst Bank in Texas, working in the
industry for 10 years before becoming a restructuring advisor.  He
earned a bachelor's degree from The University of Texas, and an
MBA from the Harvard Business School.

Before his arrival at KPMG, Christon was a senior director with
Alvarez & Marsal.  He specializes in leading debtor turnarounds,
financial & operational restructurings, business plan development
and valuations in connection with insolvency proceedings.  He
holds a bachelor's degree from Auburn University, and a master's
degree and a joint Juris Doctorate / MBA degree from Southern
Methodist University.

"We are pleased to welcome Ben and GR to our growing team of
Restructuring Services professionals," said Dan Tiemann, U.S.
leader for KPMG's Transactions & Restructuring group.  "With the
ability to deliver a full range of restructuring solutions,
including troubled debt advisory through Corporate Finance, tax
restructuring, distressed M&A, valuation services, litigation
support, and fresh start accounting capabilities, Ben and GR are
well-equipped to deliver end-to-end services to our large- and
middle-market clients."

               About KPMG's Global Restructuring Services

KPMG's Global Restructuring Services comprises teams of dedicated
restructuring partners and professionals from the network of
member firms of KPMG International.  These teams work globally
with companies, lenders and other stakeholders to help provide
stability, restore confidence and improve performance and recovery
in stressed and distressed situations.  KPMG's network of
restructuring partners and professionals have considerable
experience in performance improvement, turnarounds, insolvency,
mergers and acquisitions, transaction structuring, tax, valuation,
real estate, forensic investigations and technical accounting
services.  KPMG's restructuring teams assist clients in developing
and evaluating business turnaround scenarios, improving cash and
liquidity, assessing capital structuring alternatives and
enhancing recovery options out of court and in bankruptcy.

                          About KPMG LLP

KPMG LLP, the audit, tax and advisory firm, is the U.S. member
firm of KPMG International Cooperative.  KPMG International's
member firms have 140,000 professionals, including more than 7,900
partners, in 146 countries.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                                        Total
                                             Total     Share-
                                 Total     Working   Holders'
                                Assets     Capital     Equity
  Company          Ticker        ($MM)      ($MM)      ($MM)
  -------          ------       ------     -------   --------
ACCO BRANDS CORP   ABD US       1,062.7      240.1     (118.0)
AFC ENTERPRISES    AFCE US        116.6       (2.7)     (18.2)
ALEXZA PHARMACEU   ALXA US         67.1       24.2      (18.8)
ALLIANCE DATA      ADS US       7,919.8    3,352.2      (53.6)
AMER AXLE & MFG    AXL US       1,967.6       (0.3)    (545.4)
AMR CORP           AMR US      25,525.0   (1,407.0)  (3,892.0)
ARIAD PHARM        ARIA US         50.4       (8.2)    (110.8)
ARRAY BIOPHARMA    ARRY US        131.5       21.5     (109.5)
ARVINMERITOR INC   ARM US       2,769.0      345.0     (877.0)
AUTOZONE INC       AZO US       5,425.0     (100.6)    (421.7)
BLUEKNIGHT ENERG   BKEP US        303.6      (15.3)    (147.2)
BOARDWALK REAL E   BEI-U CN     2,378.3        -        (45.0)
BOARDWALK REAL E   BOWFF US     2,378.3        -        (45.0)
CABLEVISION SYS    CVC US       7,364.2       54.8   (6,201.5)
CARDTRONICS INC    CATM US        449.3      (36.6)      (2.3)
CC MEDIA-A         CCMO US     17,400.0    1,279.2   (7,054.8)
CENTENNIAL COMM    CYCL US      1,480.9      (52.1)    (925.9)
CENVEO INC         CVO US       1,563.5      212.7     (180.6)
CHENIERE ENERGY    CQP US       1,883.2       37.6     (491.7)
CHENIERE ENERGY    LNG US       2,736.6      212.8     (468.7)
CHOICE HOTELS      CHH US         360.6       (6.3)    (115.0)
CINCINNATI BELL    CBB US       2,589.6       (3.3)    (634.6)
COMMERCIAL VEHIC   CVGI US        276.8      105.5      (10.7)
CONSUMERS' WATER   CWI-U CN       895.2       (5.3)    (254.9)
CUMULUS MEDIA-A    CMLS US        323.1      (32.4)    (372.3)
DENNY'S CORP       DENN US        313.7      (24.7)    (119.0)
DISH NETWORK-A     DISH US      8,689.0      305.1   (1,850.3)
DOMINO'S PIZZA     DPZ US         427.6       92.8   (1,290.0)
DUN & BRADSTREET   DNB US       1,699.5     (454.1)    (778.3)
EASTMAN KODAK      EK US        7,178.0    1,588.0      (53.0)
EPICEPT CORP       EPCT SS          6.3        0.2      (12.7)
EXELIXIS INC       EXEL US        284.2      (32.7)    (199.3)
FORD MOTOR CO      F US       195,485.0   (7,269.0)  (5,437.0)
FORD MOTOR CO      F BB       195,485.0   (7,269.0)  (5,437.0)
GENCORP INC        GY US        1,018.7      114.6     (268.0)
GLG PARTNERS-UTS   GLG/U US       403.5      155.5     (285.9)
GRAHAM PACKAGING   GRM US       2,126.4      187.6     (629.0)
GREAT ATLA & PAC   GAP US       2,827.2      201.3     (396.4)
HALOZYME THERAPE   HALO US         65.2       48.9       (3.2)
HEALTHSOUTH CORP   HLS US       1,716.1       90.6     (474.5)
HOVNANIAN ENT-A    HOV US       2,100.2    1,222.4     (110.7)
IDENIX PHARM       IDIX US         61.0       16.8      (20.7)
INCYTE CORP        INCY US        502.7      332.9     (114.4)
INTERMUNE INC      ITMN US        190.9      102.8      (21.3)
IPCS INC           IPCS US        559.2       72.1      (33.0)
JAZZ PHARMACEUTI   JAZZ US        106.7      (31.2)     (69.0)
JUST ENERGY INCO   JE-U CN      1,387.1     (387.0)    (356.5)
KNOLOGY INC        KNOL US        641.7       30.9      (28.3)
LIBBEY INC         LBY US         776.9      128.0      (18.3)
LIN TV CORP-CL A   TVL US         780.6       22.9     (164.2)
LINEAR TECH CORP   LLTC US      1,615.8      742.7      (50.7)
LORILLARD INC      LO US        2,902.0      718.0      (37.0)
MAGMA DESIGN AUT   LAVA US        123.3       (3.4)      (7.2)
MAGUIRE PROPERTI   MPG US       3,517.3        -       (830.6)
MANNKIND CORP      MNKD US        243.3        8.5     (100.9)
MEAD JOHNSON       MJN US       1,996.7      319.9     (583.7)
METALS USA HOLDI   MUSA US        655.4      294.1      (43.0)
MOODY'S CORP       MCO US       2,003.3     (138.9)    (534.0)
NATIONAL CINEMED   NCMI US        620.4      106.9     (462.7)
NAVISTAR INTL      NAV US       9,126.0    1,277.0   (1,622.0)
NEUROGESX INC      NGSX US         43.6       28.7       (8.3)
NEWCASTLE INVT C   NCT US       3,471.2        -     (1,117.8)
NEXSTAR BROADC-A   NXST US        619.8       36.9     (176.3)
NPS PHARM INC      NPSP US        140.4       95.2     (227.6)
PALM INC           PALM US      1,007.2      141.7       (6.2)
PDL BIOPHARMA IN   PDLI US        358.3      (83.5)    (501.1)
PETROALGAE INC     PALG US          7.1       (9.8)     (43.8)
PRIMEDIA INC       PRM US         236.5       (2.2)    (103.3)
PROTECTION ONE     PONE US        562.9       (7.6)     (61.8)
QWEST COMMUNICAT   Q US        19,362.0     (585.0)  (1,120.0)
REGAL ENTERTAI-A   RGC US       2,588.9     (168.9)    (260.7)
REVLON INC-A       REV US         765.8       63.9   (1,027.2)
RSC HOLDINGS INC   RRR US       2,669.6      (66.1)      (9.8)
RURAL/METRO CORP   RURL US        286.2       38.7     (100.9)
SALLY BEAUTY HOL   SBH US       1,531.5      366.1     (553.1)
SANDRIDGE ENERGY   SD US        2,971.7      (33.9)    (171.3)
SEALY CORP         ZZ US        1,011.9      173.1      (92.3)
SINCLAIR BROAD-A   SBGI US      1,576.6       48.1     (187.8)
SOUTHGOBI ENERGY   1878 HK        560.7      388.8       (2.8)
SOUTHGOBI ENERGY   SGQ CN         560.7      388.8       (2.8)
SUN COMMUNITIES    SUI US       1,173.3        -       (118.3)
TALBOTS INC        TLB US         825.8     (261.9)    (185.6)
TAUBMAN CENTERS    TCO US       2,572.3        -       (494.8)
TEAM HEALTH HOLD   TMH US         797.4       52.1      (58.6)
TENNECO INC        TEN US       3,034.0      203.0      (14.0)
THERAVANCE         THRX US        249.9      196.6     (113.0)
UAL CORP           UAUA US     19,952.0   (1,019.0)  (2,887.0)
UNISYS CORP        UIS US       2,711.8      320.6   (1,221.7)
UNITED RENTALS     URI US       3,584.0       30.0      (48.0)
US AIRWAYS GROUP   LCC US       7,808.0     (445.0)    (447.0)
VECTOR GROUP LTD   VGR US         743.1      231.5      (13.4)
VENOCO INC         VQ US          799.5       10.6     (127.6)
VIRGIN MOBILE-A    VM US          307.4     (138.3)    (244.2)
WABASH NATIONAL    WNC US         249.0     (154.6)     (62.4)
WARNER MUSIC GRO   WMG US       3,752.0     (557.0)    (116.0)
WEIGHT WATCHERS    WTW US       1,093.0     (408.5)    (700.1)
WORLD COLOR PRES   WC CN        2,641.5      479.2   (1,735.9)
WORLD COLOR PRES   WCPSF US     2,641.5      479.2   (1,735.9)
WORLD COLOR PRES   WC/U CN      2,641.5      479.2   (1,735.9)
WR GRACE & CO      GRA US       3,957.9    1,177.5     (234.4)



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

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 ***