TCR_Public/100526.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Wednesday, May 26, 2010, Vol. 14, No. 144

                            Headlines

ACCESS PHARMACEUTICALS: Has $1.6MM Operating Loss for 1st Quarter
AFFINION GROUP: Loyalty Business Deal Won't Affect Moody's Rating
AIMS WORLDWIDE: Posts $878,577 Net Loss in Q1 2010
AMERICAN HOSPITALITY: Section 341(a) Meeting Set for June 10
AMERICAN INSULOCK: Chapter 11 Petition Filed

AMERICAN NATURAL: Posts $645,398 Net Loss for March 31 Quarter
AMH HOLDINGS: S&P Raises Corporate Credit Rating to 'B-'
ANPATH GROUP: Files for Chapter 11 With Prepack Plan
B-VVI LLC: Section 341(a) Meeting Scheduled for June 17
BEAR STEARNS: Cioffi Asks Court to Release Collateral

BILLY SCHWYHART: Judge Barry Dismisses Chapter 11 Case
BLACK RAVEN: Swings to $99,000 Net Loss in Q1 2010
BROWN PUBLISHING: Newspapers Up for Auction on June 28
BRUNSWICK CORPORATION: Moody's Gives Stable Outlook; Keeps Ratings
CALYPTE BIOMEDICAL: Delays Filing of Quarterly Report on Form 10-Q

CAPMARK FINANCIAL: Fitch Withdraws 'D' Issuer Default Rating
CARROLE COLLINS: Case Summary & 18 Largest Unsecured Creditors
CENTAUR LLC: Plan Contemplates Restructuring of Credit Deals
CHARLES FORD: Case Summary & 20 Largest Unsecured Creditors
CHEMTURA CORP: In Talks With Unsecureds & Equity Holders on Plan

CHINA IVY: Posts $352,811 Net Loss in Q1 2010
CHINA TRACTOR: Posts $2.8 Million Net Loss in Q1 2010
CHINA VOICE: Posts $496,541 Net Loss in Q3 Ended March 31
CHINA YOUTH MEDIA: Posts $1.06-Mil. Net Loss in Q1 2010
CHRYSLER LLC: 50 Former Dealers Drop Arbitration Cases

CHRYSLER LLC: Marchionne Says New Chrysler May Go Public in 2011
CHRYSLER LLC: New Chrysler Repositions Agency Responsibilities
CHRYSLER LLC: New Chrysler to Cooperate With NHTSA Investigation
CHRYSLER LLC: New Chrysler Wary of GM Plan to Reclaim Ally Fin'l
CIENA CAPITAL: Credit Suisse Objects to FCA Settlements

CINCINNATI BELL: Moody's Corrects Rating on Senior Bonds to 'B2'
CINCINNATI BELL: S&P Assigns 'BB' Rating on $970 Mil. Notes
CIRCUIT CITY: Claim Transfers for April 2010
CIRCUIT CITY: Sues Avenues in Leather to Seek $628,000
CIRCUIT CITY: Sues Schimenti to Avoid $814,000

CMG HOLDINGS: Swings to $68,441 Net Income in Q1 2010
CNO FINANCIAL: Fitch Affirms All Ratings, Gives Stable Outlook
COLONIAL BANCGROUP: FDIC Wants Case Converted to Chapter 7
COOPER-STANDARD: Expects to Exit Chapter 11 Tomorrow
CORD BLOOD: Posts $2.5 Million Net Loss for March 31 Quarter

CRC HEALTH: Moody's Downgrades Corporate Family Rating to 'B3'
DAVID STORTS: Case Summary & 22 Largest Unsecured Creditors
DOVEVIEW LLC: Section 341(a) Meeting Scheduled for June 11
DUQUESNE LIGHT: Moody's Affirms 'Ba1' Senior Unsecured Ratings
EAU TECHNOLOGIES: Posts $223,271 Net Loss for March 31 Quarter

EFP, INC.: Case Summary & 6 Largest Unsecured Creditors
EMISPHERE TECHNOLOGIES: Posts $18.4MM Net Loss for March 31 Qtr
FALLON LUMINOUS: Court Reconsiders Recent Order on Infringement
FIRST DATA: May 13 Amendment Won't Affect Fitch's 'B' Rating
FONAR CORP: Posts $8,000 Net Loss in Q3 Ended March 31

FRASER PAPERS: Signs Agreement to Sell New Hampshire Paper Mill
GATEWAY ETHANOL: Court Extends DIP Loan Expiry Until May 31
GENERAL DATACOMM: Posts $1.2 Million Net Loss for March 31 Quarter
GENERAL GROWTH: Wins Confirmation of Last Property-Owning Unit
GENESIS FLUID: Posts $1.2 Million Net Loss in Q1 2010

GEORGE PAGLIARO: Section 341(a) Meeting Scheduled for June 16
GREEKTOWN HOLDINGS: Casino April Revenues Total $31.9 Million
GREEKTOWN HOLDINGS: Receives Court Nod to Hire PGH & HAG
GSI GROUP: Schedules May 27 Plan Confirmation Hearing
GUNDLE/SLT ENVIRONMENTAL: Moody's Junks Corporate Family Rating

HARRISBURG, PA: Agency to Miss $1.4-Mil. June 1 Debt Payment
HYRDROL-PRO TECHNOLOGIES: Case Summary & Creditors List
INFOLOGIX INC: Posts $2.8 Million Net Loss for March 31 Quarter
IXI MOBILE: Delays Filing of Quarterly Report on Form 10-Q
LA JOLLA PHARMACEUTICAL: Posts $1,767,000 Net Loss in Q1 2010

LANDRY'S RESTAURANTS: S&P Retains Negative Watch on 'B' Rating
LARRY SPANN: Case Summary & 20 Largest Unsecured Creditors
L.A.J. INC.: Case Summary & 11 Largest Unsecured Creditors
LYONDELL CHEMICAL: Professionals Takes Home $50M for Work
MACH GEN: S&P Affirms 'BB-' Rating on $100 Mil. Facility

MALDEN BROOK: Voluntary Chapter 11 Case Summary
MARY BEESON: Case Summary & 4 Largest Unsecured Creditors
MEDAFOR INC: CryoLife Sends Letter to Firm's Shareholders
MESA AIR: Judge Delays Breakup of Delta Service Contract
MICHAEL FOODS: Moody's Reviews 'B1' Corporate Family Rating

MICHAEL FOODS: S&P Puts 'B+' Rating on CreditWatch Negative
MONDRIAN TTL: Section 341(a) Meeting Scheduled for June 8
MPM TECHNOLOGIES: Posts $386,000 Net Loss for March 31 Quarter
MSGI SECURITY: Posts $4.3 Million Net Loss for March 31 Quarter
NEFF CORP: Seeks to Retain Deloitte Tax as Tax Advisor

NEW DEVELOPMENT: Moody's Assigns 'Ba3' Rating on $1.4 Bi. Notes
NEW DEVELOPMENT: S&P Assigns 'BB-' Rating on $1.4 Bil. Loan
NEW LEAF: Posts $2.7 Million Net Loss for March 31 Quarter
NORD RESOURCES: Posts $1 Million Net Income for March 31 Quarter
NORTEL NETWORKS: Employment Pact With Head Strategist Approved

NORTEL NETWORKS: Proposes to Expand Hitachi IP Agreement
NORTEL NETWORKS: Seeks Canada Nod for Ericsson Share Purchase
NORTEL NETWORKS: Seeks Canada Nod for Ogilvy to Release Escrow
NUTRA PHARMA: Posts $300,782 Net Loss for Q1 2010
OCEAN PARK: Section 341(a) Meeting Scheduled for June 8

OK ETON: Case Summary & 10 Largest Unsecured Creditors
OTTER TAIL: Posts $2.3 Million Net Loss in Q1 2010
PACIFIC FUEL: Files for Chapter 7 Liquidation
PARADISE ESTATES: Case Summary & 4 Largest Unsecured Creditors
PEABODY ENERGY: Fitch Affirms Issuer Default Rating at 'BB+'

PERRY YOUNG: Case Summary & 8 Largest Unsecured Creditors
PHEASANT RUN: Unsecureds to Recover Claims in 4.5 Years
PRINCETON OFFICE: Plan Confirmation Order Stayed
R. ESMERIAN: Facing Involuntary Chapter 7 Petition
RADIAN GROUP: S&P Raises Counterparty Credit Rating to 'CCC+'

RADIENT PHARMACEUTICALS: Posts $2.5 Mil. Net Loss for March 31 Qtr
RENO-SPARKS INDIAN: Fitch Affirms 'BB' Issuer Default Rating
RIVER ROCK: Taps Marcus & Millichap to Handle Bankruptcy Sale
ROBERT CORRIGAN: Case Summary & 20 Largest Unsecured Creditors
SAGITTARIUS RESTAURANT: Moody's Lifts Corp. Family Rating to Caa1

SAGITTARIUS RESTAURANTS: S&P Downgrades Rating to 'SD'
SPANSION INC: Stay Denied on Stock Distribution
SPECTRUM BRANDS: S&P Raises Corporate Credit Rating to 'B'
STERLING FIN'L: Discloses Deal With Warburg Pincus on Investment
STRAFFORD COUNTY: Moody's Affirms 'Ba2' Rating on Parity Debt

SUNSTATE EQUIPMENT: Loan Amendment Won't Affect Moody's Rating
TELIPHONE CORP: Posts $397,397 Net Loss in Q2 Ended March 31
TELKONET INC: Posts $710,979 Net Loss for March 31 Quarter
TELTRONICS INC: Posts $367,000 Net Loss for March 31 Quarter
TEXAS RANGERS: Files for Bankruptcy to Sell Baseball Team

TEXAS RANGERS: Case Summary & 30 Largest Unsecured Creditors
TOUSA INC: Expands Ernst & Young Work
TOUSA INC: Files 36 Additional Track IV Adversary Proceedings
TOUSA INC: Lenders Stipulate on Allocation for Professional Fees
TRANSUNION CORP: S&P Assigns Corporate Credit Rating at 'B+'

TRIBUNE CO: Broadcasting Unit Names Kersting as President
TRIBUNE CO: Examiner Hires LECG as Financial Advisor
TRIBUNE CO: Names S. Compton as President for Programming
TRISZA RAY: Case Summary & 20 Largest Unsecured Creditors
US AIRWAYS: Pursues Codeshare With Brazil's TAM Airlines

US AIRWAYS: Says Govt. Intervention Adding Industry Woes
US AIRWAYS: To Appeal DOT Rejection of Slot Transaction
VHGI HOLDINGS: Posts $508,060 Net Loss in Q1 2010
VISINET INC: State to Pay Foster Care Providers & Subcontractors
VISTEON CORP: Shareholders to Submit Competing Plan Proposal

VISTEON CORP: Cash Collateral Use Authorized Until June 18
VISTEON CORP: Goldman Sachs Discloses 3.90% Equity Stake
VISTEON CORP: Reaches Stipulation on UK Pension Claim Withdrawal
WENTWORTH ENERGY: Posts $372,078 Net Loss for March 31 Quarter
WEST FELICIANA: Can Sell Mill Assets to Amzak Capital for $9MM

WHITEHALL JEWELERS: Can Access Term Lenders' Cash Until June 30
XERIUM TECHNOLOGIES: Completes Balance Sheet Restructuring
ZENITH NATIONAL: Fairfax Deal Cues Fitch to Retain Negative Watch

* Upcoming Meetings, Conferences and Seminars


                            *********



ACCESS PHARMACEUTICALS: Has $1.6MM Operating Loss for 1st Quarter
-----------------------------------------------------------------
Access Pharmaceuticals Inc. filed its quarterly report on Form 10-
Q, showing an operating loss of $1,643,000 on $102,000 of net
revenues for the three months ended March 31, 2010, compared with
an operating loss of $1,959,000 on $41,000 of net revenues for the
same period a year earlier.

The Company recorded a net income of $1,089,000 during the first
quarter of 2010 because of a $2,877,000 "gain on charge in fair
value of derivative."

The Company's balance sheet revealed $5,195,000 in total assets
and $25,524,000 in total liabilities, for a stockholder's deficit
of $20,329,000.  Accumulated deficit has reached $241,160,000.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?6329

                   About Access Pharmaceuticals

Access Pharmaceuticals, Inc., is an emerging biopharmaceutical
company focused on developing a range of pharmaceutical products
primarily based upon the Company's nanopolymer chemistry
technologies and other drug delivery technologies.  The Company
currently has one approved product, one product candidate at Phase
3 of clinical development, three product candidates in Phase 2 of
clinical development and other product candidates in pre-clinical
development.

At December 31, 2009, the Company's balance sheet showed
$1,583,000 in total assets and $28,572,000 in total liabilities
for $26,989,000 in stockholders' deficit.

Whitely Penn LP of Dallas, Texas, expressed substantial doubt
against Access Pharmaceuticals' ability as a going concern.  The
firm reported that the Company has had recurring losses from
operations, negative cash flows from operating activities and has
an accumulated deficit.


AFFINION GROUP: Loyalty Business Deal Won't Affect Moody's Rating
-----------------------------------------------------------------
Moody's Investors Service stated that it does not expect to take
any immediate rating action following Affinion Group Holdings,
Inc.'s announcement that it signed an agreement to purchase a
North American loyalty business and that it filed for an initial
public offering of its common stock.

The last rating action on Affinion was on March 25, 2010, when
Moody's assigned a Ba2 rating to a proposed $1 billion secured
credit facility, lowered the rating on the senior unsecured notes
to B3 from B2, and affirmed the B2 Corporate Family Rating and
SGL-1 speculative grade liquidity rating.

Affinion is a leading provider of marketing services and loyalty
programs to many leading firms globally.  The company provides
credit monitoring and identity-theft resolution, accidental death
and dismemberment insurance, discount travel services, loyalty
programs, various checking account and credit card enhancement
services.  Apollo Management V, L.P., owns 97% of Affinion's
common stock.



AIMS WORLDWIDE: Posts $878,577 Net Loss in Q1 2010
--------------------------------------------------
AIMS Worldwide, Inc., filed its quarterly report on Form 10-Q,
showing a net loss of $878,577 on $1,400,512 of revenue for the
three months ended March 31, 2010, compared with a net loss of
$565,131 on $941,489 of revenue for the same period of 2009.

The Company's balance sheet at March 31, 2010, showed $3,761,959
in total assets, $8,684,675 of liabilities, and ($250,970) of
minority interest, for a stockholders' deficit of $4,671,746.

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

                   http://researcharchives.com/t/s?631e

Based in Fairfax, Virginia, AIMS Worldwide Inc. (OTC BB: AMWW)
-- http://www.aimsworldwide.com/-- is a vertically
integrated marketing communications consultancy providing
organizations with its AIMSolutions branded focused marketing
solutions.

As reported in the Troubled Company Reporter on April 21, 2010,
Turner, Jones & Associates, PLLC, in Vienna, Va., expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has incurred significant operating losses since its inception and
has a net working capital deficiency at December 31, 2009.


AMERICAN HOSPITALITY: Section 341(a) Meeting Set for June 10
------------------------------------------------------------
The U.S. Trustee for Region 2 will convene a meeting of American
Hospitality Group, LLC's creditors on June 10, 2010, at 2:00 p.m.
The meeting will be held at Office of the U.S. Trustee, Olympic
Towers, 300 Pearl Street, 4th Floor, Buffalo, NY 14202.

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

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

Grand Island, New York-based American Hospitality Group, LLC, dba
Grand Island Holiday Inn, filed for Chapter 11 bankruptcy
protection on May 6, 2010 (Bankr. W.D.N.Y. Case No. 10-11887).
Arthur G. Baumeister Jr., Esq., at Amigone, Sanchez, et al.,
assists the Company in its restructuring effort.  The Company
estimated its assets and debts at $10,000,001 to $50,000,000 as of
the Petition Date.


AMERICAN INSULOCK: Chapter 11 Petition Filed
---------------------------------------------
BankruptcyData.com reports that American Insulock filed for
Chapter 11 protection (Bankr. D. Ariz. Case No. 10-15646).  The
Company is represented by J. Kent MacKinlay of Warnock, MacKinlay
& Carman.  The U.S. Trustee has scheduled a June 22 meeting of
creditors under Section 341 of the Bankruptcy Code.

American Insulock designs, develops and markets a sustainable,
eco-friendly and energy efficient block for commercial and
residential construction.


AMERICAN NATURAL: Posts $645,398 Net Loss for March 31 Quarter
--------------------------------------------------------------
American Natural Energy Corporation filed its quarterly report on
Form 10-Q, showing a net loss of $645,398 on $904,592 of total
revenues for the three months ended March 31, 2010, compared with
a net loss of $469,918 on $81,326 of total revenues during the
same period a year earlier.

The Company's balance sheet at March 31, 2010, revealed
$18.2 million in total assets and $9.5 million in total
liabilities, for a $8.7 million total stockholders' equity.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?632a

American Natural Energy Corporation (TSX Venture: ANR.U) is a
Tulsa, Oklahoma-based independent exploration and production
company with operations in St. Charles Parish, Louisiana.

                           *     *     *

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 substantial cash
used for operating activities during 2009, has a working capital
deficiency and an accumulated deficit at December 31, 2009.


AMH HOLDINGS: S&P Raises Corporate Credit Rating to 'B-'
--------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
ratings on Cuyahoga Falls, Ohio-based AMH Holdings LLC and its
operating subsidiary, Associated Materials LLC, to 'B-' from
'CCC+'.  At the same time, S&P raised the issue-level rating on
AMI's senior secured second-lien notes due 2016 to 'B' (one notch
above the corporate credit rating) from 'CCC'.  The recovery
rating was revised to '2', reflecting the expectation for
substantial (70% to 90%) recovery for lenders in the event of
payment default, from '5'.  Also, S&P raised the issue-level
rating on AMH's senior discount notes due 2014 to 'CCC' from
'CCC-'.  The recovery rating remains '6', reflecting the
expectation for negligible (0% to 10%) recovery for lenders in the
event of a payment default.  The rating outlook is stable.  All
ratings were removed from CreditWatch, where they were placed with
positive implications on April 16, 2010.

AMH is a holding company with no direct operations and depends on
cash flow from AMI to meet its debt obligations.  Standard &
Poor's Ratings Services views AMH and AMI as a consolidated
enterprise.  AMI is a leading, vertically integrated manufacturer
and North American distributor of exterior residential building
products.

"The ratings upgrade follows better than previously anticipated
improvement in AMI's operating conditions as a result of a gradual
recovery in its residential end markets," said Standard & Poor's
credit analyst Tobias Crabtree.  As a result, S&P expects that the
company's credit measures are likely to improve modestly over the
next several quarters to levels that S&P would consider more in
line with the 'B-' corporate credit rating.  Specifically,
leverage and interest coverage is likely to be maintained below 6x
and above 1.5x, respectively, over the next several quarters.

S&P expects end-market demand for AMI's siding and window products
to modestly improve, albeit from depressed levels, in 2010 because
of S&P's expectations for a modest boost in repair and remodeling
spending from 2009's depressed level.  While S&P remain cautious
regarding a recovery in residential end markets, S&P thinks the
company will likely maintain credit measures at a level S&P would
consider to be in line with the 'B-' rating.  Specifically,
leverage and interest coverage is likely to be maintained below 6x
and above 1.5x, respectively, over the next several quarters.

S&P could take a positive rating action if operating conditions
improve more than expected due to a more robust recovery in
residential construction resulting in sustained positive free cash
flow generation and improved credit metrics.  Specifically, if
revenues were to increase 20% from 2009's level and EBITDA margins
exceed 12%, then leverage and interest coverage would likely
approach 5x and 2x, respectively, a level S&P consider more in
line with a higher rating.

S&P could take a negative rating action if operating conditions do
not materially improve, which could cause the company to rely on
its asset-based revolving credit facility to fund operating losses
and possibly lead to reduced liquidity.  Specifically, this could
occur if EBITDA were to decline to a level insufficient to service
cash interest expense of approximately $70 million and capital
expenditures of between $10 million and $15 million.


ANPATH GROUP: Files for Chapter 11 With Prepack Plan
----------------------------------------------------
Anpath Group Inc. filed for Chapter 11 with a plan arranged with
creditors prepetition.  According to Bloomberg News, under the
Plan, secured and unsecured creditors would take ownership of the
company.  Secured lenders owed $2.4 million are to have 61% of the
new stock.  Holders of unsecured subordinated notes owed
$1.7 million are slated for 34% of the equity.  Existing
shareholders are to retain 5% of the equity.  Unsecured creditors
would recover 50% of their claims.

                        About Anpath Group

Based in Mooresville, N.C., Anpath Group, Inc. (OTC BB: ANPG)
-- http://www.anpathgroup.com/-- through its wholly-owned
subsidiary EnviroSystems, Inc., provides infection control
products on an international basis through both direct sales and
channels of distribution.  ESI products are currently sold to
transportation, military and industrial/institutional markets.
ESI products are manufactured utilizing chemical-emulsion
technology, designed to make the products effective against a
broad spectrum of harmful organisms while safe to people,
equipment and habitat.

Anpath Group filed for Chapter 11 on May 20, 2010 (Bankr. D. Del.
Case No. 10-11652).  Mark E. Felger, Esq., at Cozen O'Connor,
represents the Debtor in its Chapter 11 effort.  The petition said
that assets totaled $1,548,646 and debts totaled $3,536,825 as of
the filing date.


B-VVI LLC: Section 341(a) Meeting Scheduled for June 17
-------------------------------------------------------
The U.S. Trustee for Region 17 will convene a meeting of B-VV1,
LLC's creditors on June 17, 2010, at 2:00 p.m.  The meeting will
be held at 300 Las Vegas Boulevard, South, Room 1500, Las Vegas,
NV 89101.

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

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

Las Vegas, Nevada-based B-VV1, LLC, along with its affiliates,
filed for Chapter 11 bankruptcy protection on May 5, 2010 (Bankr.
D. Nev. Case No. 10-18284).  Georganne W. Bradley, Esq., at
Kaempfer Crowell et al., assists the Company in its restructuring
effort.  According to the schedules, the Company says that assets
total $33,001,500 while debts total $12,968,000.


BEAR STEARNS: Cioffi Asks Court to Release Collateral
-----------------------------------------------------
Ralph Cioffi asks the United States District Court for the
Eastern District of New York to order the release of collateral
pledged as security for his appearance bond.

Since Mr. Cioffi was acquitted, he asserts that there is no
further need for an appearance bond and asks that these
properties be released:

  * premises located at 200 Oxford Drive, Tenafly, NJ;

  * premises located at 1075 Nelson's Walk, Naples, FL;

  * premises located at 75 Black Cherry Lane, Ludlow, Vermont;
    and

  * an IRA account in his name.

As previously reported, jurors acquitted Mr. Cioffi and Matthew
Tannin from all counts in the securities fraud case filed by the
U.S. federal government.  The jurors found that there was no
evidence beyond a reasonable doubt that Messrs. Cioffi and Tannin
had criminal intent and conspired to mislead their investors.

                        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.


BILLY SCHWYHART: Judge Barry Dismisses Chapter 11 Case
------------------------------------------------------
Worth Sparkman at Arkansas Business reports that the Hon. Ben
Barry of the U.S. Bankruptcy Court in Arkansas dismissed the
Chapter 11 case of Bill Schwyhart, saying the Court found no
reasonable likelihood of reorganization and there is no evidence
that the Arkansas-based property developer will receive any
funding to enable it to confirm a Chapter 11 plan.  The ruling,
according to the report, will allow Pinnacle Point Properties to
proceed with a foreclosure action filed in Benton County Circuit
in 2009.


BLACK RAVEN: Swings to $99,000 Net Loss in Q1 2010
--------------------------------------------------
Black Raven Energy, Inc., filed its quarterly report on Form 10-Q,
showing a net loss of $99,000 on $143,000 of revenue for the three
months ended March 31, 2010, compared with net income of
$23.7 million on $138,000 of revenue for the same period of 2009.

The Company's balance sheet as of March 31, 2010, showed
$12,646,000 in assets and $18,938,000 of liabilities, for a
stockholders' deficit of $6,292,000.

The Company continues to experience net losses from its
operations, reporting a net loss before reorganization items of
$1,164,000 for the three months ended March 31, 2010.   "Cash and
cash equivalents on hand and internally generated cash flows will
not be sufficient to execute the Company's business plan.  Future
bank financings, asset sales, or other equity or debt financings
will be required to fund the Company's debt service, working
capital requirements, planned drilling, potential acquisitions and
other capital expenditures."

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

               http://researcharchives.com/t/s?6323

                        About Black Raven

Denver, Colo.-based Black Raven Energy, Inc., formerly known as
PRB Energy, Inc., operates as an independent energy company
engaged in the acquisition, exploitation, development and
production of natural gas and oil in the Rocky Mountain Region of
the United States.

On March 5, 2008, PRB Energy, Inc. and its subsidiaries filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code in the U.S. Bankruptcy Court for the District of Colorado.
On January 16, 2009, the Bankruptcy Court entered an order
confirming PRB Energy reorganization plan.  The Plan became
effective February 2, 2009.

                           *     *     *

As reported in the Troubled Company Reporter on April 14, 2010,
Deloitte & Touche LLP, in Denver, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that of the Company's recurring losses
from operations and stockholders' deficit.


BROWN PUBLISHING: Newspapers Up for Auction on June 28
------------------------------------------------------
The Brown Publishing Company and its units have sought approval
from the Bankruptcy Court to conduct an auction where Brown Media
Corporation, a company formed by insiders, will be the stalking
horse bidder.

According to Bloomberg News, under procedures emerging from a
hearing last week, Brown Publishing will hold an auction on
June 28 to learn whether the bid from insiders is the best offer
for the business.  Other bids are due June 25.  The hearing for
approval of the sale will take place June 29.

Dolan Media Co., publisher of the Long Island Business News, filed
papers saying it's another potential bidder, Bloomberg relates.

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

The buying group includes Roy Brown, the president and CEO.

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

The parties have agreed to have a closing date of not later than
July 31, 2010.

                      About Brown Publishing

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

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


BRUNSWICK CORPORATION: Moody's Gives Stable Outlook; Keeps Ratings
------------------------------------------------------------------
Moody's Investors Service revised Brunswick Corporation's rating
outlook to stable from negative due to Moody's expectation that
its credit risk profile will not deteriorate further and may in
fact improve over the near to mid-term.  At the same time, Moody's
upgraded the speculative grade liquidity rating to SGL 1 and
affirmed all other ratings including the B2 CFR and PDR, Ba3
secured notes and Caa1 unsecured notes.

"We believe Brunswick's strong liquidity profile, improved cost
structure, enhanced health of its dealership network and increased
wholesale shipments should enable it to maintain its current
credit profile, even if retail demand in 2010 declines more than
the 10% the company is currently planning for and despite the
burgeoning sovereign debt crisis," said Kevin Cassidy, Senior
Credit Officer at Moody's Investors Service.  "If retail demand
were to approximate the company's planning assumption rather than
the 20% decline experienced in the first quarter and worldwide
financial markets stabilize, Brunswick's credit profile could
improve in the near term," Cassidy added.

The stable outlook reflects Moody's expectation that retail demand
in 2010 will not materially decline beyond its current pace in the
near to mid-term despite Moody's expectation of modest
discretionary consumer spending and that revenue and operating
income will steadily improve.  The corresponding enhancement in
credit metrics is also incorporated in the stable outlook as is
Moody's assumption that Brunswick will make additional cost
cutting moves if necessary.  The stability of Brunswick's senior
executives is also assumed.

The upgrade in the speculative grade liquidity rating to SGL 1
from SGL 2 indicates that Moody's believes Brunswick will maintain
its strong liquidity profile for at least the next twelve months.
Brunswick's liquidity is supported by cash balances of around
$550 million, Moody's expectation of positive free cash flow in
2010 even if retail demand falls around 20%, access to over
$125 million in credit facilities combined between the
$400 million ABL and $100 million Mercury ABL and no near term
debt maturities.

Brunswick's B2 corporate family ratings reflects the severe and
sudden volatility in consumer spending over the last two years and
most notably for discretionary marine related products, which has
resulted in very weak credit metrics and a significant decrease in
revenue and operating income.  However, the rating also reflects
Moody's expectation that operating results will meaningfully
improve in the near to mid-term as Brunswick continues to increase
its production to meet the reduced demand levels.  A key component
of the B2 corporate family rating is Brunswick's strong liquidity
profile.  Other factors supporting the rating are the generally
good operating performance of its dealership network and reduced
inventory levels.  Having a joint venture agreement with General
Electric Capital Corporation for floorplan financing is important
to the rating, but longer term risks remain.

This rating was upgraded:

* Speculative grade liquidity rating to SGL 1 from SGL 2

These ratings were affirmed/assessments revised:

* Corporate family rating at B2;

* Probability of default rating at B2;

* $475 million senior unsecured notes due 2013-2027 at Caa1 (LGD
  5, 89% from LGD 5, 87%);

* $340 million senior secured notes due 2016 at Ba3 (LGD 2, 23%
  from LGD 2, 29%);

The last rating action was on August 10, 2009, where Moody's rated
the secured notes, confirmed all other ratings and kept the
ratings outlook negative.

Brunswick is headquartered in Lake Forest, Illinois.  The company
manufactures marine engines, pleasure boats, bowling capital
equipment and fitness equipment, and operates retail bowling
centers.  Sales for the twelve months ended March 2010
approximated $2.9 billion.


CALYPTE BIOMEDICAL: Delays Filing of Quarterly Report on Form 10-Q
------------------------------------------------------------------
Calypte Biomedical Corporation 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 that due to its limited financial resources and
thin staffing, it is particularly vulnerable to delays in the
preparation of its financial statements and periodic reports.
Due to staffing issues, among other things, the Company tends to
experience delays in obtaining information from its Chinese
subsidiaries necessary to complete its financial disclosures
included in its periodic reports.

Portland, Ore.-based Calypte Biomedical Corporation develops,
manufactures, and distributes in vitro diagnostic tests, primarily
for the diagnosis of Human Immunodeficiency Virus infection.

The Company's balance sheet as of December 31, 2009, showed
$5.4 million in assets and $20.6 million of debts, for a
stockholders' deficit of $15.1 million.

Odenberg, Ullakko, Muranishi & Co. 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 has defaulted on $6.3 million of 8% Convertible
Promissory Notes and related Interest Notes and $5.2 million of 7%
Promissory Notes, has suffered recurring operating losses and
negative cash flows from operations, and management believes that
the Company's cash resources will not be sufficient to sustain its
operations through 2010 without additional financing.


CAPMARK FINANCIAL: Fitch Withdraws 'D' Issuer Default Rating
------------------------------------------------------------
Fitch Ratings has withdrawn its ratings of Capmark Financial Group
Inc. and its subsidiaries.  In addition, Fitch has withdrawn its
ratings on Capmark Bank.

Fitch will no longer provide ratings or analytical coverage on
Capmark or its subsidiaries.

These ratings have been withdrawn by Fitch:

Capmark Financial Group Inc.

  -- Long-term IDR 'D';
  -- Short-term IDR 'D';
  -- Senior unsecured debt 'C/RR5'
  -- Term secured bank facility 'CC/RR3';
  -- Revolving credit facility 'C/RR5';
  -- Term Bank facility 'C/RR5'.

Capmark Bank

  -- Long-term IDR 'CC';
  -- Shorter Term IDR 'C';
  -- Individual 'E';
  -- Long-term Deposits 'CCC';
  -- Short-term Deposits 'C';
  -- Support '5'.

Capmark Commercial Funding Asia K.K. (Japan)

  -- Long-term IDR 'C';
  -- Short-term IDR 'C'.


CARROLE COLLINS: Case Summary & 18 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Carrole C. Collins
        321 S. Clark Lane
        Elizabeth, IL 61028

Bankruptcy Case No.: 10-72658

Chapter 11 Petition Date: May 24, 2010

Court: U.S. Bankruptcy Court
       Northern District of Illinois (Rockford)

Judge: Manuel Barbosa

Debtor's Counsel: Abraham Brustein, Esq.
                  Dimonte & Lizak, LLC
                  216 W. Higgins Road
                  Park Ridge, IL 60068
                  Tel: (847) 698-9600 Ext: 221
                  Fax: (847) 698-9623
                  E-mail: abrustein@dimonteandlizak.com

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

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

A copy of the Debtor's list of 18 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/ilnb10-72658.pdf

The petition was signed by the Debtor.


CENTAUR LLC: Plan Contemplates Restructuring of Credit Deals
------------------------------------------------------------
Centaur, LLC, filed with the U.S. Bankruptcy Court for the
District of Delaware an amended Disclosure Statement explaining
the proposed Plan of Reorganization.

According to the Disclosure Statement, the Plan contemplates the
formation of a NewCo as a Delaware or Indiana limited liability
company.  The Plan will restructure the obligations under the
prepetition first lien and second lien credit agreement.

Under the Plan, the obligations to holders of other secured claims
will be reinstated.  The Plan provides that holders of unsecured
claims (other than convenience claims) against Valley View Downs,
LP will be cancelled.  Holders of unsecured claims equal to or
less than $10,000, or who elect to reduce the allowed amount of
their claims, in their entirety, to $10,000, will be paid 100% of
their claims in cash; and the Plan provides that all other
prepetition unsecured claims will be cancelled and will not
receive a recovery under the Plan.

                        Treatment of Claims

     Class                           Estimated Recovery
     -----                           ------------------

1 - Priority Non-Tax Claims                100%
2 - First Lien Claims                      79.6%
3 - Second Lien Claim                      1.4%, if Plan is
                                                 accepted
4 - Other Secured Claims                   100%
5 - Valley View Downs Unsecured Claims     1.4%
6 - General Unsecured Claims               None
7 - Convenience Claims                     100%
8 - Intercompany Claims will be cancelled and all holders of
    Intercompany Claims will receive no distribution on account of
    their claims.
9 - Borrower Equity Interests              None
10 - Subsidiary Equity Interests           100%

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

                          About Centaur LLC

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

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


CHARLES FORD: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Joint Debtors: Charles R. Ford
                 fdba C&S Transport
                 dba NGS Inc.
                     Wildwood Inn
               Shirley A. Ford
               501 Breezewood Road
               Breezewood, PA 15533-8936

Bankruptcy Case No.: 10-70600

Chapter 11 Petition Date: May 24, 2010

Court: U.S. Bankruptcy Court
       Western District of Pennsylvania (Johnstown)

Debtor's Counsel: James R. Walsh, Esq.
                  Spence Custer Saylor Wolfe & Rose
                  400 U.S. Bank Building
                  P.O. Box 280
                  Johnstown, PA 15907
                  Tel: (814) 536-0735
                  Fax: (814) 539-1423
                  E-mail: jwalsh@spencecuster.com

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

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

According to the schedules, the Joint Debtors say that assets
total $817,977 while debts total $2,456,627.

A copy of the Joint Debtors' list of 20 largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/pawb10-70600.pdf

The petition was signed by the Joint Debtors.


CHEMTURA CORP: In Talks With Unsecureds & Equity Holders on Plan
----------------------------------------------------------------
Chemtura Corporation is in active and ongoing discussions with its
Official Unsecured Creditors Committee and Official Equity
Committee in an effort to reach a consensual Chapter 11 plan of
reorganization.  Additionally, today Chemtura said it is
finalizing an agreement with an existing ad hoc committee of
bondholders on confidentiality terms that will allow Chemtura's
largest bondholders to engage in direct negotiations with the
Company regarding the terms of a Chapter 11 plan.  Chemtura is
hopeful that it will successfully bring together the interests of
all its stakeholders in a consensual plan of reorganization, which
will permit an exit from Chapter 11 in the near term, thereby
maximizing value for all of them.

As currently contemplated, the plan of reorganization will provide
for emergence of Chemtura from Chapter 11 and continuation of all
worldwide operations of Chemtura and its subsidiaries.  The plan
as currently contemplated will specify treatment for funded debt
obligations, trade claims and litigation claims, including
providing treatment for diacetyl litigation claims in an agreed or
judicially estimated amount.  Chemtura also expects that the plan
will provide for payment of creditors in the form of cash or
common stock in a reorganized, publicly traded company.  While
there can be no guarantee regarding the value or type of recovery
available to any class of creditors or interest holders under the
plan, it is anticipated that creditors will be paid at or near the
full value of their claims and there may well be recovery
available for holders of Chemtura's common stock.  Chemtura
continues to discuss the specifics of the plan with its
stakeholders, including the valuation of reorganized Chemtura, the
specific form of consideration that will be available to various
types of constituencies and the funding of such consideration.

Chemtura's Chief Executive Officer, Craig Rogerson, commented,
"Our intent is to emerge from Chapter 11 as quickly and
efficiently as possible.  We believe that filing a plan of
reorganization with the support of all of our major constituencies
is the best way to accomplish this goal.  Chemtura intends to file
a plan of reorganization by June 17, and accordingly intends to
file a motion to extend its exclusive rights to file a Chapter 11
plan, and solicit votes thereon, in order to facilitate the
Chapter 11 process."

For Chemtura to emerge from its Chapter 11 proceedings, a plan of
reorganization will have to be confirmed by the bankruptcy court
after solicitation of votes thereon. The plan of reorganization is
expected to include closing conditions that will need to be
satisfied before emergence.

                       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)


CHINA IVY: Posts $352,811 Net Loss in Q1 2010
---------------------------------------------
China Ivy School, Inc., filed its quarterly report on Form 10-Q,
showing a net loss of $352,811 on $1,601,365 of revenue for the
three months ended March 31, 2010, compared with net income of
$43,820 on $1,487,382 of revenue for the same period of 2009.

The Company's balance sheet as of March 31, 2010, showed
$15,522,072 in assets, $13,830,992 of liabilities, and
$1,691,080 of stockholders' equity.

Michael T. Studer CPA P.C., in Freeport, N.Y., 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.

As of March 31, 2010, and December 31, 2009, the Company had cash
of $2,264,332 and $46,187, respectively, and working capital
deficit of $9,249,145 and $11,038,871, respectively.  The Company
had an accumulated deficit of $5,468,433 as of March 31, 2010.

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

                  http://researcharchives.com/t/s?6322

Based in Jiangsu Province, P.R. China, China Ivy School, Inc. was
incorporated in the State of Nevada.  The Company operates an
educational facility under the name "Blue Tassel School" which
provides a comprehensive curriculum required by the government of
the People's Republic of China, supplemented by a broad range of
elective courses which may be chosen from by the school's
students.  To the present date, the Company has only operated
within the People's Republic of China.


CHINA TRACTOR: Posts $2.8 Million Net Loss in Q1 2010
-----------------------------------------------------
China Tractor Holdings, Inc., filed its quarterly report on Form
10-Q, showing a net loss of $2,773,545 for the three months ended
March 31, 2010, compared with net income of $63,550 for the same
period of 2009.

The Company's balance sheet as of March 31, 2010, showed
$14,947,580 in assets, $4,698,812 of liabilities, and $10,248,768
of stockholders' equity.

On March 15, 2010, the Company signed a stock transfer agreement
to transfer all shares owned by the Company in Chang Tuo to
SOASACC, and the agreement was approved by Changchun government on
April 19, 2010.  Chang Tuo was reported as discontinued operation
as the Company lost its control before the end of 2009.  After the
completion of the transaction, the Company will have no
substantial business operations until it enters a new industry
through merger or acquires other operational entities.  As a
direct result, the Company has experienced significant operating
losses for the three months ended March 31, 2010.  The
discontinued operation and the ensuing operating losses raise
substantial doubt as to the Company's ability to continue as a
going concern.

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

                  http://researcharchives.com/t/s?6334

ChangChun City, P.R. China-based China Tractor Holding, Inc.
currently does not have any operations.  On December 1, 2009, the
Company entered into a letter of intent to transfer all shares
owned by the Company in Chang Tuo Agricultural Machinery Equipment
Group Co., Ltd. to State-owned Assets Supervision and
Administration Commission of Changchun ("SOASACC").

Goldman Parks Kurland Mohidin LLP, in Encino Calif., expressed
substantial doubt about the Company's ability to continue as a
going concern after auditing the Company's financial statements
for the year ended December 31, 2009.  The independent auditors
noted that the Company has incurred a loss of $3,702,673,
including loss from continuing operations of $488,640.


CHINA VOICE: Posts $496,541 Net Loss in Q3 Ended March 31
---------------------------------------------------------
China Voice Holding Corp. filed its quarterly report on Form 10-Q,
showing a net loss before preferred dividend of $496,541 on
$1,188,880 of revenue for the three months ended March 31, 2010,
compared with net income before preferred dividend of $2,478,490
on $302,666 of revenue for the same period of 2009.

The Company's balance sheet as of March 31, 2010, showed
$17,391,484 in assets, $7,147,809 of liabilities, and $10,243,675
of stockholders' equity.

As reported in the Troubled Company Reporter on November 6, 2009,
Jimmy C.H. Cheung & Co, in Hong Kong, expressed substantial doubt
about China Voice Holding Corp. and subsidiaries' ability to
continue as a going concern after auditing the Company's
consolidated financial statements for the fiscal years
ended June 30, 2009, and 2008.  The auditors noted that of the
Company's net losses and accumulated deficits during the past two
fiscal years.

During the nine months ended March 31, 2010 and 2009, the Company
had significant operating losses which raise substantial doubt
about the Company's ability to continue as a going concern.
During the nine months ended March 31, 2010, and 2009, the Company
has used cash flow in operations of $923,294 and $2,260,216.
Accumulated deficit amounted to $32,779,556 and $29,576,504 as of
March 31, 2010, and June 30, 2009, respectively.

A full-text copy of the quarterly report is available at no charge
at http://researcharchives.com/t/s?6324

                        About China Voice

Based in Boca Raton, Fla., China Voice Holding Corp. --
http://www.chvc.com/-- is a U.S. publicly-traded holding company
with a portfolio of next-generation communications products and
services doing business in the People's Republic of China, where
the Company has obtained full legal status as a licensed Chinese
telecommunications company.  Through its subsidiaries, the Company
provides Voice over Internet Protocol telephone services, office
automation, wireless broadband, unified messaging, video
conferencing, mobility services and other advanced voice and data
services.  CHVC's focus is on providing its innovative and
patented voice and data solutions to government agencies and large
enterprises in China.


CHINA YOUTH MEDIA: Posts $1.06-Mil. Net Loss in Q1 2010
-------------------------------------------------------
China Youth Media, Inc., filed its quarterly report on Form 10-Q,
showing a net loss of $1,062,264 on $37,430 of revenue for the
three months ended March 31, 2010, compared with a net loss of
$715,347 on no revenue for the same period of 2009.

The Company's balance sheet as of March 31, 2010, showed
$4,740,149 in assets, $3,856,643 of liabilities, and $883,506 of
stockholders' equity.

Tarvaran Askelson & Company, LLP, in Laguna Niguel, Calif.,
expressed substantial doubt about the Company's ability to
continue as a going concern after auditing the Company's financial
statements for the year ended December 31, 2009.  The independent
auditors noted that the Company has incurred significant losses.

"At March 31, 2010, the Company had an accumulated deficit of
$21.2 million and a working capital deficit of $1.1 million.
During the three months ended March 31, 2010, the Company incurred
a loss of approximately $1.06 million.  During the three months
ended March 31, 2010, the Company primarily relied upon financing
activities to fund its operations.  These conditions raise
substantial doubt about the Company's ability to continue as a
going concern."

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

               http://researcharchives.com/t/s?6338

Headquartered in Marina Del Rey, Calif., China Youth Media, Inc.
(OTC BB: CHYU) -- http://www.chinayouthmedia.com/-- delivers
advertising and content in the People's Republic of China.


CHRYSLER LLC: 50 Former Dealers Drop Arbitration Cases
------------------------------------------------------
Fifty former dealers of Chrysler Group LLC whose franchises were
terminated dropped efforts to appeal their action in arbitration,
Dow Jones reported.

About 250 of the 418 dealers who had planned to take their cases
to an arbitrator now remain.

Larry Weathers III, one of the affected dealers told Dow Jones
that he decided to give up on pursuing arbitration after he
concluded it would be a fruitless effort.

"There is no legitimate effort by Chrysler to fix the damage done
by the stroke of a pen to dealers who have supported them for
years," Dow Jones quoted Mr. Weathers as saying.

Mr. Weathers said the auto maker requires dealers to sign
confidentiality agreements before it shares information in the
arbitration cases, which he disagrees with.  He said the
information can then never be used again.

A Chrysler spokeswoman, however, said the auto maker required
confidentiality agreements because there is confidential material
being discussed in the hearings and that it has responsibility to
protect its interests, Dow Jones reported.

Earlier, Chrysler Group had won three out of the five arbitration
cases in which decisions had been rendered.  An arbitrator sided
with Chrysler Group in the Florida dealership cases of Bob Taylor
Jeep and Venice Dodge, and a Texas dealership case of Manuel
Dodge.  A Cincinnati dealer lost his hearing while another Deland-
based dealership owner won his case.

Chrysler Group terminated 789 dealers in June 2009 as part of its
restructuring, a move that drew flak not only from the affected
dealers but from lawmakers as well.

Congress eventually passed a law late last year giving the
affected dealers of Chrysler Group and another bankrupt auto
maker, General Motors Corp., a chance to challenge or reconsider
decisions to revoke their franchises.  The law established an
arbitration process to determine whether dealerships ought to be
reinstated.

                       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: Marchionne Says New Chrysler May Go Public in 2011
----------------------------------------------------------------
Sergio Marchionne, chief executive of Chrysler Group, said the
auto maker may launch an initial public offering next year,
according to a report by Reuters.

Mr. Marchionne said he believes there will be enough investor
demand for both Chrysler Group and General Motors Co. to sell
shares to the public in the next 12 to 18 months and that he would
not mind if GM went first, Reuters reported.

"I think there is enough appetite, and I am always respectful of
the bigger guy," Mr. Marchionne said, referring to GM which is led
by Chief Executive Ed Whitacre.

"I spoke to Ed a while back.  He wants to go public, let him go.
We'll come in second," Reuters quoted him as saying.

Chrysler Group and GM are looking to eliminate or reduce majority
ownership positions of large entities.  In Chrysler Group's case,
its largest owner is the United Auto Workers health care trust,
according to a report by The Globe and Mail.

Both auto makers were bailed out by the U.S. and Canadian
governments last year after filing for bankruptcy protection.

                       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 Repositions Agency Responsibilities
--------------------------------------------------------------
To continue to effectively communicate the direction of the
Chrysler, Dodge, Jeep(R) and Ram Truck brands, the company said in
a statement that it has repositioned some agency responsibilities.

These changes enable each of the agencies to be more responsive to
the individual brand needs and allow Chrysler Group to continue
its renewed focus, the statement said.

As multicultural segments become more important for Chrysler
Group's success in the U.S. market, GlobalHue will lead all
multicultural strategies for Chrysler, specifically for Dodge, Ram
Truck and Jeep brands.  Due to this increased responsibility for
GlobalHue, Wieden+Kennedy will develop the creative for the
marketing and advertising for the launch of the all-new 2011 Jeep
Grand Cherokee.  GlobalHue will remain the Lead Agency for the
Jeep Brand.

Each of the company's four agencies will continue to work as the
lead agency for each of their brands.

                       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 to Cooperate With NHTSA Investigation
----------------------------------------------------------------
NHTSA has notified Chrysler Group LLC that it is investigating a
potential condition with 2007 model year Dodge Caliber accelerator
pedals.  Some customers have reported sticking accelerator pedals.
Chrysler Group is not aware of any accidents, injuries, or
property damage related to these reports.  The company's initial
examination of customer complaints finds they are limited to a
small group of vehicles built during a five week window in March
and April of 2006.  It appears to be a supplier manufacturing
concern, which is mechanical in nature and not a design or
electronic issue.  Additionally, the Dodge Caliber is equipped
with a brake override system.  If a disagreement occurs between
the throttle and the brake, the engine controller will reduce
power, allowing the operator to stop the car.  Chrysler Group has
been using brake override technology in its vehicles since 2003.

The company will cooperate fully with NHTSA.

Customers who own a 2007 model year Dodge Caliber built during the
time of March thru April of 2006 may visit their local Dodge
dealer for a free accelerator pedal inspection.  Customers who
cannot identify the build date of their vehicle, or are otherwise
concerned about this issue may receive assistance from their local
dealer, or contact Chrysler Customer Care at 1-800-992-1997.

The Dodge Caliber has achieved the government's highest safety
rating, five star front impact and five star side impact and also
is rated good in front impact by the Insurance Institute for
Highway Safety (IIHS).  Good is the highest rating from IIHS.

                       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 Wary of GM Plan to Reclaim Ally Fin'l
----------------------------------------------------------------
Chrysler Group LLC has raised concerns about reports that General
Motors is interested in acquiring back the auto financing business
from Ally Financial, The Detroit Free Press.

Chrysler Group Chief Executive Sergio Marchionne said the auto
maker is wary of being put at a competitive disadvantage with GM
when it comes to offering lease and loan deals to consumers,
according to the report.

Ally Financial, formerly called GMAC Financial Services, is the
preferred lender for Chrysler Group after the U.S. government
wound down Chrysler Financial, the auto maker's lending arm.  The
U.S. Treasury owns 56% of Ally Financial after the government
injected $17 billion as part of a restructuring that also saw the
finance company become a commercial bank.

Mr. Marchionne also said that Chrysler Group would need time to
find a permanent and stable replacement for providing car loans if
it loses access to bank financing it shares with GM, according to
a report by Reuters.

The chief executive said the auto maker would need a stable option
for auto financing if GM buys out or becomes formally affiliated
with Ally Financial's financing business.

"Once they tell me that GMAC is going back into [GM], we need to
have the time, the space to find an alternative solution to the
long-term future of Chrysler," Reuters quoted Mr. Marchionne as
saying.

                       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)


CIENA CAPITAL: Credit Suisse Objects to FCA Settlements
-------------------------------------------------------
Bankruptcy Law360 reports that Credit Suisse Securities (USA) LLC
is objecting to Ciena Capital LLC's move to settle False Claims
Act litigation and disputes with the U.S. Small Business
Administration, arguing that the proposed deals could lead to
woefully inequitable consequences.

Law360 says the proposed settlements provide for broad and
unfettered third-party releases to the detriment of all creditors,
Credit Suisse said in an objection Friday in U.S. Bankruptcy Court
for the Southern.

                        About Ciena Capital

Headquartered in New York City, Ciena Capital LLC --
http://www.cienacapital.com/-- offers commercial real estate
finance services including loans and long term investment property
financing.  The Company and 11 affiliates files for Chapter 11
protection on Sept. 30, 2008 (Bankr. S.D. N.Y. Lead Case No. 08-
13783).  Peter S. Partee, Esq., and Andrew Kamensky, Esq., at
Hunton & Williams LLP, represent the Debtors as counsel.  Mark T.
Power, Esq., and Jeffrey Zawadzki, Esq., at Hahn & Hessen LLP,
represent the Official Committee of Unsecured Creditors as
counsel.  When the Debtors filed for protection from their
creditors, they listed both assets and debts between $100 million
and $500 million.

                           *     *     *

As reported in the Troubled Company Reporter on April 5, 2010,
Bankruptcy Law360 reports that Ciena Capital LLC has filed a
Chapter 11 reorganization plan that would hand ownership of the
company over to its lenders and resolve numerous claims among it,
its secured lenders and unsecured creditors, and the federal
government.


CINCINNATI BELL: Moody's Corrects Rating on Senior Bonds to 'B2'
----------------------------------------------------------------
Moody's Investors Service has corrected a press release on
Cincinnati Bell Inc.'s rating.  Moody's substituted "B2" for "B1"
in the fifth paragraph Downgrades, fifth line "Senior Unsecured
Regular Bond/Debenture, Downgraded to B2, LGD4, 61% from Ba3,
LGD4, 53%".  The revised release is:

Moody's Investors Service has downgraded the corporate family
rating and probability of default rating of Cincinnati Bell Inc.,
each to B1 from Ba3, reflecting the higher leverage and
significantly reduced free cash flow generation as expected due to
its pending acquisition of CyrusOne for $525 million in cash.
While Moody's believes that CBB's increasing investments in its
technology segment are strategically sound, concerns remain about
the high purchase price multiples that data center assets are
garnering and future pricing pressure that is likely to ensue as
more hosting capacity comes on the market.

Moody's also assigned a Ba3 rating to new senior secured credit
facilities that will be used to complete the acquisition and
refinance existing debt.  Moody's notes that CBB intends to raise
additional senior unsecured debt in the near future, with the
proceeds of any such financing likely to commensurately reduce
senior secured debt outstandings.  If the company is successful in
raising unsecured debt at CBB, then ratings for the senior secured
credit facilities could rise.  As part of the rating action,
Moody's downgraded the company's senior unsecured notes to B2 from
Ba3, and its senior subordinated notes and preferred stock, each
to B3 from B2, reflecting these securities' junior positions in
the capital structure.  In addition, Moody's downgraded the
ratings of the senior unsecured notes at CBB's Cincinnati Bell
Telephone subsidiary, to Ba2 from Ba1.

Upon closing of the transactions, ratings for the existing senior
secured credit facilities will be withdrawn.  The rating actions
conclude the review for possible downgrade initiated by Moody's on
May 13, 2010, following the CyrusOne acquisition announcement.

Moody's has taken these rating actions:

Downgrades:

Issuer: Cincinnati Bell Inc.

  -- Probability of Default Rating, Downgraded to B1 from Ba3

  -- Corporate Family Rating, Downgraded to B1 from Ba3

  -- Senior Secured Regular Bond/Debenture, Downgraded to Ba3
     LGD3, 34% from Ba2 LGD3, 36%

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to B2,
     LGD4, 61% from Ba3, LGD4, 53%

  -- Senior Subordinated Regular Bond/Debenture, Downgraded to B3,
     LGD6, 91% from B2, LGD5, 89%

  -- Preferred Stock, Downgraded to B3 LGD6, 97% from B2 LGD6, 98%

Issuer: Cincinnati Bell Telephone Company

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to Ba2,
     LGD2, 23% from Ba1, LGD2, 16%

Assignments:

Issuer: Cincinnati Bell Inc.

  -- Senior Secured Bank Credit Facility, Assigned Ba3 LGD3, 34%

Outlook Actions:

Issuer: Cincinnati Bell Inc.

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Cincinnati Bell Telephone Company

  -- Outlook, Changed To Stable From Rating Under Review

Confirmations:

Issuer: Cincinnati Bell Inc.

  -- Existing Senior Secured Bank Credit Facility, Confirmed at
     Ba2, LGD3, 36% to be withdrawn

Withdrawals:

Issuer: Cincinnati Bell Inc.

  -- Senior Subordinated Regular Bond/Debenture, Withdrawn,
     previously rated B2, LGD5, 89%

The B1 CFR reflects CBB's relatively high leverage for a
telecommunications company and poor expected free cash flow
generation as the company intends to expand the staged build-out
of its data center business.  The company has been devoting a
greater share of its capital budget over the past three years to
grow the data center business, and the acquisition of CyrusOne
marks its first significant expansion outside the core Ohio,
Kentucky and Indiana service territories since the company
retrenched its operations around its historic base over the last
decade.  Moody's is also concerned that if the company expands its
data center footprint internationally, this will increase
operating and execution risks.  At the same time, Moody's
anticipates that downward pressure on the company's revenue will
persist due to continuing access line losses in CBB's incumbent
wireline territories and intense competition in wireless segment.
As such, even though Moody's does not expect the company to resume
its share repurchases, nearly all free cash flow generation will
be consumed by increased capital expenditures in its wireless and
technology solutions segments, in addition to pension
contributions over the next two to three years.  The ratings
benefit from CBB's solid market position as an incumbent
residential telecommunications provider and the revenue
diversification it derives from its wireless network and business
customer base.

The stable outlook is based on Moody's expectations CBB will be
able to maintain stable EBITDA levels by offsetting access line
losses by increasing efficiencies in its incumbent wireline
operations and by growing data and broadband revenues in its
wireless segment.

CBB's SGL-3 short term liquidity rating reflects Moody's view that
the company will have adequate liquidity, as the company's forward
capital spending and pension plan contributions will materially
reduce free cash flow generation.  Moody's expects the company to
generate modest free cash flow for 2010, but also expects the
company to consume net cash in 2011 data center expansion
continues.  The company's liquidity is bolstered by the amended
$210 million revolving credit facility, which will also give the
company greater operating flexibility with increased covenant
headroom over the next two years.

Moody's most recent rating action for CBB was on May 13, 2010,
when Moody's placed the ratings of CBB and its subsidiaries on
review for possible downgrade.

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


CINCINNATI BELL: S&P Assigns 'BB' Rating on $970 Mil. Notes
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its issue-level and
recovery ratings to Cincinnati, Ohio-based Cincinnati Bell Inc.'s
proposed $970 million proposed senior secured credit facilities,
consisting of a $760 million term loan B due 2017 and a
$210 million revolving credit facility due 2014.  S&P rated the
facilities 'BB' (two notches higher than S&P's 'B+' corporate
credit rating on the company) with a recovery rating of '1',
indicating S&P's expectations of very high (90% to 100%) recovery
for lenders in the event of a payment default.

In addition, S&P revised its recovery rating on CBI's senior
unsecured debt to '6', indicating its expectation of negligible
(0% to 10%) recovery for debtholders in the event of a payment
default, from '3'.  S&P lowered its issue-level rating on this
debt to 'B-' -- two notches below the 'B+' corporate credit rating
-- in accordance with its notching criteria for a '6' recovery
rating.  This rating action is primarily due to the increase in
the amount of senior secured indebtedness in CBI's capital
structure.

At the same time, S&P affirmed its other outstanding ratings on
CBI, including the 'B+' corporate credit rating.  The rating
outlook is negative.

The company plans to use proceeds from the new bank facility to
refinance existing bank debt and to fund its acquisition of
CyrusOne.  S&P will withdraw the ratings on the existing bank
facility when the transaction closes.

"The 'B+' rating reflects CBI's aggressive financial profile, with
expectations for limited discretionary cash flow after funding its
capital spending for its data center business," said Standard &
Poor's credit analyst Naveen Sarma.

"The significant competitive pressures facing its core wireline
business, which contributes the majority of consolidated revenues
and EBITDA, constitutes another credit risk.  Also, CBI's wireless
operations remain subject to material competition from both
national wireless providers and regional competitors, and the
company is concentrated in a single market.  Tempering factors
include CBI's healthy EBITDA margins at its core wireline
business, despite ongoing access-line erosion, and growing
contributions from its technology solutions business."


CIRCUIT CITY: Claim Transfers for April 2010
--------------------------------------------
The Bankruptcy Clerk recorded these claims changing hands in
April 2010:

                                          Claim      Amount
Transferor           Transferee           Number   Transferred
----------           ----------           ------   -----------
AR Investments, L P  The Seaport Group      7481      $291,630
                      LLC

Hain Capital Group,  Scoggin Worldwide       732     1,490,630
LLC                  Fund, Ltd.

Hain Capital Group,   Scoggin Worldwide      1446     4,713,340
LLC                  Fund, Ltd.

Hain Capital Group,  Scoggin Worldwide     13005     1,112,205
LLC                  Fund, Ltd.

Imagitas Inc.        ASM Capital III,      14289     1,149,973
                      L.P.

Sonnet Investments,  The Seaport Group      7480        35,129
LLC                  LLC

On May 14, 2010, Scoggin filed a notice of withdrawal of transfer
with respect to Claim No. 1446.

                    April Claims Trading Records

SecondMarket Inc., which began keeping claims trading records in
January 2008, said that April this year proved to be an active
month in the claims trading market.  The face value of claim
transfers totaled a robust $3.65B, surpassing SecondMarket's
previously recorded high of $3.3B in December 2009.  There were
1,086 claim transfers logged in 62 unique Chapter 11 cases,
marking the third consecutive month with over 1,000 transfers.
Twelve debtors had claims trade for the first time this month,
including commercial aviation holding company, Mesa Air Group,
Inc.  The 62 unique cases in which claims were transferred
represent the highest number of cases traded in the last six
months.

Based on the amount of claims transferred, Lehman Brothers
Holdings Inc. led with $3.19 billion.  Based on the number of
transactions, Smurfit-Stone Container Corp. led the pack during
the month.

On April 14, Lehman Brothers Holdings filed its disclosure
statement.  The document suggests that certain of Lehman's
unsecured creditors could recover approximately 15% of their
claims.  Lehman had 268 of its claims transferred in April
amounting to a total face value of $3.19B, the highest monthly
total to date. Trump Entertainment Resorts, Inc., had four claims
transfer for $273MM following the confirmation of its
reorganization plan.

Smurfit-Stone Container had 300 of its claims transferred, which
marks a decline from March, but still makes it the most
transferred case this month.  The average claim amount transferred
rose for the second consecutive month, reaching $114,131- up from
$77,900 in March.  Lyondell Chemical Co. entered the top ten in
number of claims transferred for the month with 25 transfers.
Lyondell's reorganization plan was confirmed on April 23 and the
effective date occurred on April 30.

A copy of SecondMarket's Claims Trading Monthly newsletter for
April is available at http://bankrupt.com/misc/1783.pdf

SecondMarket calls itself the largest secondary market for
illiquid assets.

                        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: Sues Avenues in Leather to Seek $628,000
------------------------------------------------------
Circuit City Stores Inc. and its units, in their complaint against
Avenues in Leather, Inc., seek damages of at least $107,844, and
for avoidance of preferential transfers of not less than $520,233.

The Debtors and Avenues were parties to a certain letter
agreement for the purchase of certain goods produced by Avenues
for sale in the Debtors' stores.

Pursuant to the parties' written contract, Avenues provided the
Debtors a "defective allowance" in lieu of returns of defective
products via a quarterly billback in the amount of 0.5% of net
purchases.  According to Douglas M. Foley, Esq., at McGuireWoods
LLP, in Richmond, Virginia, Avenues was required to remit to the
Debtors, and the Debtors were entitled to payment for:

  (a) Quarterly payments as a "defective allowance" in the
      amount of 0.5% of net purchases.

  (b) Debits for price protection.

  (c) Debits for the return of inventory overstock items.

Avenues was required to remit payment to the Debtors for any
debit balance within 30 days of the Debtors' notice of a debit
balance.

The Debtors sent Avenues a letter, on August 20, 2008,
terminating the Written Contract.  Notwithstanding the
Termination Letter, the parties continued their commercial
relationship in substantially the same terms of the Written
Contract -- the Contract -- resulting in and contributing to
certain unpaid obligations.

The Debtors performed services prepetition and postpetition
pursuant to the Written Contract and the Contract, and demanded
payment for Unpaid Obligations aggregating $107,844, comprising
of Prepetition Receivables of $105,193, and Postpetition
Receivables of $2,651.

The Debtors sent a demand letter to Avenues for the Unpaid
Obligations on June 25, 2009.

Moreover, within 90 days before the Petition Date, the Debtors
made multiple transfers of interest of their property to or for
the benefit of Avenues in an amount not less than $520,233,
according to Mr. Foley.

The Debtors allege these counts against Avenues in the Complaint:

  (1) Breach of contract;

  (2) Turnover of property pursuant to Section 542 of the
      Bankruptcy Code;

  (3) Unjust enrichment/quasi contract; and

  (4) Recovery of preferential transfers pursuant to Sections
      547(b) and 550 of the Bankruptcy Code.

The Debtors ask the Court to:

  (1) Enter judgment against Avenues for breach of contract and
      award the Debtors damages in an amount not less than
      $107,844, plus costs, fees, expenses, including attorneys'
      fees, and interest at the higher of the legal rate or the
      rate set forth in the Contract or in any agreements
      governing the Unpaid Obligations; or

  (2) In the alternative, order Avenues to turn over and deliver
      to the Debtors the Unpaid Obligations in an amount not
      less than $107,844, plus costs, fees, expenses, including
      attorneys' fees, and interest at the higher of the legal
      rate or the rate set forth in the Contract or in any
      agreements governing the Unpaid Obligations; or

  (3) In the alternative, enter judgment against Avenues for
      unjust enrichment and award the Debtors restitution on
      account of Avenues' unjust enrichment in an amount not
      less than $107,844, plus costs, fees, expenses, including
      attorneys' fees, and interest at the higher of the legal
      rate or the rate set forth in the Contract or in any
      agreements governing the Unpaid Obligations; and

  (4) Enter an order pursuant to Section 550 of the Bankruptcy
      Code for avoidance of a preferential transfer pursuant to
      Section 547(b) of the Bankruptcy Code in an amount not
      less than $520,233, plus costs, fees, expenses, including
      attorneys' fees, and interest at the legal rate.

In a separate filing, the Debtors seek leave to file the Written
Contract under seal as it contains certain confidential
information.

                        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: Sues Schimenti to Avoid $814,000
----------------------------------------------
Circuit City Stores Inc. and its units, in their complaint against
Schimenti Construction Company, LLC, seek to avoid $814,180 in
preferential transfers, and the disallowance of certain of
Schimenti's claims.

On May 5, 2008, the Debtors and Schimenti entered into a certain
Agreement between Owner and Contractor - Stipulated Sum, pursuant
to which Schimenti was to provide labor, material, equipment and
services necessary for the proper management, construction, and
completion of the Debtors' store located at 1022 US Route 22, in
North Plainfield, New Jersey.

On August 22, 2008, the parties entered into an agreement
evidenced by a certain purchase order pursuant to which Schimenti
was to provide labor, material, equipment and services necessary
for the renovation of the Debtors' store located at 521 Fifth
Avenue, in New York.

According to Douglas M. Foley, Esq., at McGuireWoods LLP, in
Richmond, Virginia, within 90 days before the Petition Date, the
Debtors made multiple transfers of interest of the Debtors'
property to or for the benefit of Schimenti in an amount not less
than $814,180.

He adds that during the course of this Adversary Proceeding, the
Debtors may learn of additional transfers made to Schimenti
during the Preference Period.  The Debtors intend to avoid and
recover all these transfers.

Schimenti has filed Claim No. 966, asserting a priority claim
pursuant to Section 503(b)(9) of the Bankruptcy Code in the
amount of $47,682, against the Debtors for goods sold and
services provided 20 days before the Petition Date.  On April 30,
2010, the Court reclassified Claim No. 966 to a general unsecured
non-priority claim.

Schimenti also filed Claim No. 8448, asserting an unsecured claim
in the amount of $812,861, against the Debtors for goods sold and
services provided.

The Debtors assert these counts against Schimenti:

  (1) Recovery of preferential transfers pursuant to Sections
      547(b) and 550 of the Bankruptcy Code; and

  (2) Disallowance of claims pursuant to Section 502(d) of the
      Bankruptcy Code.

The Debtors, hence, ask the Court to:

  (1) Enter an order pursuant to Section 550 of the Bankruptcy
      Code for avoidance of a preferential transfer pursuant to
      Section 547(b) in an amount not less than $814,180, plus
      costs, expenses, attorneys' fees, and interest at the
      legal rate pursuant to Section 550(a); and

  (2) Enter an order pursuant to Section 502(d) of the
      Bankruptcy Code, disallowing any claim of Schimenti
      against the Debtors' bankruptcy estates, including the
      Claims, unless and until Schimenti pays to the Debtors the
      amount of any and all judgments granted to the Debtors
      against Schimenti in the Adversary Proceeding.

                        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).


CMG HOLDINGS: Swings to $68,441 Net Income in Q1 2010
-----------------------------------------------------
CMG Holdings, Inc., filed its quarterly report on Form 10-Q,
showing net income of $68,441 on $1,286,599 of revenue for the
three months ended March 31, 2010, compared with a net loss of
$154,681 on $212,394 of revenue for the same period of 2009.

The Company's balance sheet as of March 31, 2010, showed
$1,659,067 in assets and $2,427,887 of liabilities, for a
stockholders' deficit of $768,820.

The Company has an accumulated deficit of $6,342,242 and a working
capital deficit $1,692,372 as of March 31, 2010.

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

               http://researcharchives.com/t/s?6325

MaloneBailey, LLP, in Houston, 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 and has a
working capital deficit as of December 31, 2009.

Miami, Fla.-based CMG Holdings, Inc., is a marketing, sports,
entertainment and management services company.  The Company
operates in the sectors of talent management, event management,
and commercial rights.


CNO FINANCIAL: Fitch Affirms All Ratings, Gives Stable Outlook
--------------------------------------------------------------
Fitch Ratings has affirmed all the ratings assigned to CNO
Financial Group, Inc. (formerly Conseco Inc.) and its subsidiaries
and revised the Rating Outlook to Stable from Negative.

The affirmation and Rating Outlook revision reflect the recent
completion of capital transactions originally announced in October
2009, changes in the company's bank debt covenants and growing
consistency in the company's operating results.

CNO Financial improved its capital structure with a combination of
equity issuance, debt repayment, debt restructuring and bank
facility revisions (both March and December 2009).  Completing
these transactions allowed CNO Financial to avoid a qualified
audit opinion for its 2009 financial statements and a resulting
violation of its secured credit agreement.

Key components of the improvement in capital structure include:

  -- Private placement of equity, warrants and debt with Paulson &
     Co. Inc. and its investment funds;

  -- Public equity issuance of approximately $235 million;

  -- Secured credit facility paydown of $198 million;

  -- Debenture maturity extension from 2010 to 2013 of
     $293 million;

  -- Removal of scheduled debt amortization for the bank credit
     facility for 2010.

Collectively, these actions reduced the company's equity adjusted
leverage to 22% at March 31, 2010 from approximately 27% at the
time of the restructuring announcement.  CNO Financial's total
financing commitments ratio was 0.45 at March 31, 2010, which is
consistent with industry norms.  Estimated GAAP pre-tax interest
coverage ratio is expected to be approximately 3 times in 2010,
which is the same level as 2009.

Fitch believes the emerging stability of CNO Financial's earnings
profile and its ability to manage losses in its investment
portfolio will play an important role in CNO Financial's ability
to avoid covenant violations as covenant requirements become more
restrictive over time.  The company has now produced five
consecutive quarters of positive operating earnings.  This
consistency is an improvement over previous results.  As of March
31, 2010, the tightest covenant levels were under the statutory
capital and interest coverage covenants.  The covenant minimums
for these measures were $1.2 billion and 1.5x versus actual
results of $1.5 billion and 1.7x, respectively.  A reasonable
level of margin exists under the capital covenant and the company
has some flexibility in managing intercompany capital flows which
affect covenant calculations.  CNO Financial and its non-insurance
subsidiaries held unrestricted cash of $131 million at March 31,
2010.

Based on Fitch's detailed analysis of CNO Financial's investment
portfolio using its stress-testing methodology, Fitch's projection
for gross investment losses before any offsetting gains is in the
range of $350 million-$400 million through 2011.

CNO Financial's continued generation of stable earnings free of
significant special charges and its ability to improve the cushion
versus its covenant requirements would be needed for Fitch to
consider a positive rating action.  Factors that could have a
negative affect on ratings include a significant decline in
operating earnings, increased investment losses beyond
expectations and declines in statutory capital adequacy.

Fitch has affirmed these ratings and revised the Rating Outlook to
Stable from Negative:

CNO Financial Group, Inc.

  -- Issuer Default Rating at 'B+';
  -- Senior secured bank credit facility at 'B+/RR4';
  -- Senior unsecured debt at 'B-/RR6'.

Bankers Life and Casualty Company

  -- Insurer Financial Strength at 'BBB-'.

Conseco Life Insurance Company
Bankers Conseco Life Insurance Company
Conseco Insurance Company
Conseco Health Insurance Company
Colonial Penn Life Insurance Company
Washington National Insurance Company

  -- IFS at 'BB+'.


COLONIAL BANCGROUP: FDIC Wants Case Converted to Chapter 7
----------------------------------------------------------
Bankruptcy Law360 reports that the Federal Deposit Insurance Corp.
is turning up the heat on Colonial Bancgroup Inc., claiming the
bankrupt bank holding company must fork over millions in deposits
and convert to a Chapter 7 liquidation proceeding to cover the
$1.3 billion owed to the agency.

Headquartered in Montgomery, Alabama, The Colonial BancGroup, Inc.
(NYSE: CNB) was holding company to Colonial Bank, N.A, its
banking subsidiary.  Colonial bank -- http://www.colonialbank.com/
-- operated 354 branches in Florida, Alabama, Georgia, Nevada and
Texas with over $26 billion in assets.  On August 14, 2009,
Colonial Bank was seized by regulators and the Federal Deposit
Insurance Corporation was named receiver.  The FDIC sold most of
the assets to Branch Banking and Trust, Winston-Salem, North
Carolina.  BB&T acquired $22 billion in assets and assumed
$20 billion in deposits of the Bank.

The Colonial BancGroup filed for Chapter 11 bankruptcy protection
on August 25, 2009 (Bankr. M.D. Ala. Case No. 09-32303).  W. Clark
Watson, Esq., at Balch & Bingham LLP and Rufus T. Dorsey IV,
Esq., at Parker Hudson Rainer & Dobbs LLP, assist the Company in
its restructuring effort.  The Company listed $45,000,000 in
assets and $380,000,000 in debts in its bankruptcy filing.


COOPER-STANDARD: Expects to Exit Chapter 11 Tomorrow
----------------------------------------------------
Cooper-Standard Automotive Inc. said in a regulatory filing Monday
that it expects to emerge from Chapter 11 reorganization on
May 27.

The bankruptcy judge in Delaware signed a confirmation order on
May 12 approving the Plan.

Under the Plan, the Debtors will pay the Holders of Prepetition
Credit Facility Claims and Subsidiary Debtor General Unsecured
Claims in full, in Cash, on the Effective Date.  The Plan also
provides that Holders of Senior Note Claims will be paid in full,
in Cash, on the Effective Date, with the exception of the
Supporting Senior Note Claims, who have agreed to receive their
pro rata share of 4,563,095 shares of New Common Stock in exchange
for their Senior Note Claims.  In addition, Holders of Senior
Subordinated Note Claims, who are impaired and made up the only
voting class under the Plan, will receive (i) a direct
distribution of 1,742,222 shares of New Common Stock, (ii) New
Capital Warrants to purchase an additional 725,926 shares of New
Common Stock, and (iii) Rights to purchase 8,623,491 of additional
shares of New Common Stock pursuant to the Rights Offering.
Holders of Holdings General Unsecured Claims and Old Holdings
Equity Interests will not receive a distribution under the Plan
and all existing common stock in Holdings will be cancelled.  The
Debtors will continue to hold all equity interests in their
subsidiaries that they held prior to the filing of Chapter 11.

On the Effective Date, the Debtors will fund the recoveries to
their stakeholders under the Plan with a combination of cash-on-
hand and their exit financing.  In connection with the Plan, the
Debtors have raised $355 million of equity through an equity
rights offering and direct equity purchases by certain of the
Debtors' existing unsecured noteholders, who have agreed to
backstop the Rights Offering pursuant to the terms of that certain
Commitment Agreement, dated as of March 19, 2010, by and between
the Debtors and the Backstop Parties.  The Debtors have also
raised proceed from the issuance of $450 million aggregate
principal amount of 8 1/2% Senior Notes due 2018 as part of their
exit financing through the issuance of new notes.  The New Notes
are unsecured, bear interest at 8 1/ 2% per annum and will mature
on May 1, 2018.  The proceeds of the New Notes have been funded
into escrow and will be made available to the reorganized Debtors
on the Effective Date upon the satisfaction of certain conditions.
In addition, the Debtors have received commitments for a new
working capital facility in the aggregate principal amount of
$125 million, which will also be available to the Debtors on the
Effective Date.  The New Working Capital Facility contains an
uncommitted $25 million "accordion" facility that will be
available at the borrowers' request if then-existing or additional
lenders consent thereto.

Overall, the Debtors will emerge from Chapter 11 with
approximately $480 million of funded debt -- representing a
reduction of over $650 million from prepetition levels.

A copy of the reorganization plan is available for free at:

              http://researcharchives.com/t/s?6343

                       About Cooper-Standard

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

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

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

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

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


CORD BLOOD: Posts $2.5 Million Net Loss for March 31 Quarter
------------------------------------------------------------
Cord Blood America Inc. filed its quarterly report on Form 10-Q,
showing a $2,578,827 net loss on $839,343 of total revenues for
the three months ended March 31, 2010, compared with a $1,723,277
net loss on $941,938 of total revenues during the same period a
year earlier.

The Company's balance sheet at March 31, 2010, revealed
$5,754,702 in total assets and $6,709,374 in total liabilities,
all current, for a $954,672 total stockholders' deficit.

The Company was not able to file its Form 10-Q on time.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?632b

                    About Cord Blood America

Based in Las Vegas, Nevada, Cord Blood America, Inc., is primarily
a holding company whose subsidiaries include Cord Partners, Inc.,
CorCell Co. Inc., CorCell Ltd.; CBA Professional Services, Inc.
D/B/A BodyCells, Inc.; CBA Properties, Inc.; and Career Channel
Inc, D/B/A Rainmakers International.  Cord specializes in
providing private cord blood stem cell preservation services to
families.  BodyCells is a developmental stage company and intends
to be in the business of collecting, processing and preserving
peripheral blood and adipose tissue stem cells allowing
individuals to privately preserve their stem cells for potential
future use in stem cell therapy.  Properties was formed to hold
the corporate trademarks and other intellectual property of CBAI.
Rain specializes in creating direct response television and radio
advertising campaigns, including media placement and commercial
production.

As of December 31, 2009, the Company's total assets were
$5.1 million against total liabilities of $5.2 million, resulting
in stockholders' deficit of $39,396.

In its March 30, 2010 report, Rose, Snyder & Jacobs, in Encino,
California, said the Company's recurring operating losses,
continued cash burn, and insufficient working capital and
accumulated deficit at December 31, 2009, raise substantial doubt
about the Company's ability to continue as a going concern.


CRC HEALTH: Moody's Downgrades Corporate Family Rating to 'B3'
--------------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family and
Probability of Default Ratings of CRC Health Corporation to B3
from B2.  Moody's also downgraded the ratings on CRC's senior
secured credit facility to B1 (LGD2, 27%) from Ba3 (LGD2, 28%) and
affirmed the Caa1 (LGD5, 77%) rating on the company's senior
subordinated notes.  The rating outlook was changed to stable from
negative.  The Speculative Grade Liquidity Rating was affirmed at
SGL-3.

CRC's B3 Corporate Family Rating reflects the expectation that the
company will continue to operate with very high leverage and
modest interest expense coverage as operating pressures in the
healthy living division have impeded improvements in credit
metrics.  While Moody's acknowledges the progress the company has
made in reducing costs through its restructuring efforts, the
operating difficulty has significantly reduced CRC's revenue base
and delayed anticipated improvements in the credit profile of the
company.  Additionally, the SGL-3 rating reflects Moody's
expectation of adequate liquidity going forward characterized by
Moody's expectation that access to the undrawn revolver could be
limited by covenants and the company's ability to comply with the
financial covenants could grow less certain as compliance levels
tighten in future periods.

The stable outlook reflects Moody's expectation that the company
will continue to benefit in the near term from the reduction of
its cost base but could face continued pressure in growing the top
line until broader economic conditions improve.  The outlook also
incorporates Moody's expectation that CRC could have difficulty
improving credit metrics materially in the near term as EBITDA has
remained relatively flat and free cash flow has benefited from a
reduction in capital spending that is not likely to continue
throughout the forecast period.

This is a summary of Moody's rating actions.

Ratings downgraded:

* Corporate Family Rating, to B3 from B2

* Probability of Default Rating, to B3 from B2

* $100 million senior secured revolving credit facility, to B1
  (LGD2, 27%) from Ba3 (LGD2, 28%)

* $420 million senior secured term loan, to B1 (LGD2, 27%) from
  Ba3 (LGD2, 28%)

Ratings affirmed/LGD assessments revised:

* $200 million senior subordinated notes, to Caa1 (LGD5, 77%) from
  Caa1 (LGD5, 78%)

* Speculative Grade Liquidity Rating, SGL-3

The rating outlook was changed to stable from negative.

The last rating action was on January 29, 2009 when the rating
outlook was changed to negative from stable and the Speculative
Grade Liquidity rating was downgraded to SGL-3 from SGL-2.

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

CRC is a wholly owned subsidiary of CRC Health Group, Inc.
Headquartered in Cupertino, California, CRC's recovery division
provides treatment services to patients suffering from chronic
addiction diseases and related behavioral disorders.  The company
also, through its healthy living division, provides therapeutic
educational programs for adolescents and treatment services for
eating disorders and obesity.  CRC recognized revenue of
approximately $431 million for the twelve months ended
December 31, 2010.


DAVID STORTS: Case Summary & 22 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: David Gene Storts
          aka David G. Storts, MBR
              Spirit Wind Getaways LLC
              Sunset Falls Resort, LLC
              DGS Builders, LLC
              SMI Resources, Inc.,
                dba Deer Run Store & Campground
              Fall Creek Apartments
              Wildwood Court Condo Association
              Sunset Park Resort, LLC
              Shortys, LLC
              Deer Run, LLC
              Bristol Falls Resort Corp.
              Music Rain, Inc.
              Wildwood Court, LLC
        Anita Sue Storts
          aka Anita Breedlove
              Spirit Wind Getaways LLC
              Sunset Falls Resort, LLC
              DGS Builders, LLC
              SMI Resources, Inc.,
                dba Deer Run Store & Campground
              Fall Creek Apartments
              Wildwood Court Condo Association
              Sunset Park Resort, LLC
              Shortys, LLC
              Deer Run, LLC
              Bristol Falls Resort Corp.
              Music Rain, Inc.
              Wildwood Court, LLC
        209 Faith Drive
        Forsyth, MO 65653

Bankruptcy Case No.: 10-61243

Chapter 11 Petition Date: May 24, 2010

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

Judge: Arthur B. Federman

Debtor's Counsel: David E. Schroeder, Esq.
                  David Schroeder Law Offices, PC
                  1524 East Primrose Street, Suite A
                  Springfield, MO 65804-7915
                  Tel: (417) 890-1000
                  Fax: (417) 886-8563
                  E-mail: bk1@dschroederlaw.com

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

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

A copy of the Joint Debtors' list of 22 largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/mowb10-61243.pdf

The petition was signed by the Joint Debtors.


DOVEVIEW LLC: Section 341(a) Meeting Scheduled for June 11
----------------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of Doveview,
LLC's creditors on June 11, 2010, at 10:00 a.m.  The meeting will
be held at the U.S. District Court, 844 King St., Room 2112,
Wilmington, Delaware.

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

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

Wilmington, Delaware-based Doveview, LLC, filed for Chapter 11
bankruptcy protection on May 5, 2010 (Bankr. D. Del. Case No. 10-
11519).  Steven M. Yoder, Esq., at Potter Anderson & Corroon LLP,
assists the Company in its restructuring effort.  The Company
estimated its assets and debts at $10,000,001 to $50,000,000.


DUQUESNE LIGHT: Moody's Affirms 'Ba1' Senior Unsecured Ratings
--------------------------------------------------------------
Moody's Investors Service has affirmed the ratings and stable
outlooks of Duquesne Light Holdings, Inc., and its regulated
electric utility subsidiary, Duquesne Light Company.  Ratings
affirmed include:

-- Duquesne Light Holdings senior unsecured, Ba1; stable outlook
-- Duquesne Light Company senior secured, A3; stable outlook
-- Duquesne Light Company issuer rating at Baa2; stable outlook
-- Duquesne Light Company preferred stock at Ba1; stable outlook

The affirmation reflects the benefits of recent decisions by the
company to stabilize its capital structure as well as Moody's
expectation that future actions to be taken over the next 12-18
months could slowly begin to improve DLH's credit profile.

DLH has exhibited a leveraged credit profile for a number of
years.  The debt at the parent level is a legacy of the company's
2007 buyout, led by an investor consortium including Macquarie
Infrastructure Partners and Diversified Utility & Energy Trust.
Since that time there has been no notable improvement in
consolidated credit metrics.  However, in 2009 the consortium took
several positive steps including cutting the upstream dividend
from DLH and contributing additional equity of $200 million.
These actions helped to offset the negative impact of higher
capacity costs in PJM that have negatively affected operating
results.  As a result, DLH's 2009 CFO (pre-w/c) to debt was
approximately 1O%, and RCF to debt was 9%; both at the high end of
the Ba1 rating category.  DLC continues to be strongly positioned
at the Baa2 rating level with CFO (pre-w/c) to debt of 25% in
2009.

Additional clarity on the company's POLR obligations was
communicated on May 20, 2010, when the Pennsylvania Public Utility
Commission approved DLC's plan to provide fixed-price default
service to residential customers for the period Jan-2011 through
May-2013.  Unlike other pure transmission and distribution
utilities in Pennsylvania, DLC continues to retain an element of
risk with the new POLR V plan as power supply is not a direct
pass-through and the company must carefully hedge its obligations
though the POLR period.  Additionally, to the extent power prices
decline the company will be subject to "switching risk" given
customer choice availability in PA.  More positively, there is now
greater certainty on capacity costs through mid-2014 and this cost
is now considered in the established average rate of $78.60/MWh
under POLR V.

While Moody's note the positive improvements to the capital
structure and the prospect for strengthening given the current
dividend policy, Moody's are affirming the ratings at the current
levels given the continued leveraged capital structure.
Specifically, the notching differential between DLH and DLC
continues to reflect the significant level of parent holding
company debt, and the structural and contractual subordination to
debt at the company's core regulated electric utility operating
subsidiary, DLC, and DLH's primary dependence on cash flows from
DLC which represented 70 % of consolidated cash from operations in
2009 to service that debt.  At March 31, 2010 debt at the holding
company represented approximately 75% of consolidated debt.

The last rating action for Duquesne was on August 3, 2009, when
DLC's senior secured ratings were upgraded one notch to A3 in line
with Moody's sector-wide review of first mortgage bonds in the
utility sector.

Headquartered in Pittsburgh, Pennsylvania, Duquesne Light Holdings
is an electric utility holding company owned by an investor
consortium led by Macquarie Infrastructure Funds and Diversified
Utility Energy Trust.  Revenue for the year ended December 31,
2009, was $1.1 billion.  Its primary operating subsidiary,
Duquesne Light Company, is primarily engaged in providing
transmission, distribution and supply of electricity to
approximately 588 thousand customers in Southwestern Pennsylvania.


EAU TECHNOLOGIES: Posts $223,271 Net Loss for March 31 Quarter
--------------------------------------------------------------
EAU Technologies Inc. filed its quarterly report Form 10-Q,
showing a $223,271 net loss on $162,401 of total revenues for the
three months ended March 31, 2010, compared with a $154,650 net
loss on $941,938 of total revenues during the same period a year
earlier.

The Company's balance sheet at March 31, 2010, revealed
$3.1 million in total assets and $10.7 million in liabilities, all
current, for a $7.5 million total stockholders' deficit.

The Company did not file its Form 10-Q on-time.

A full-text copy of the company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?632c

Kennesaw, Ga.-based Eau Technologies, Inc., is in the business of
developing, manufacturing and marketing equipment that uses water
electrolysis to create non-toxic cleaning and disinfecting fluids
as well as dairy drinking water.

According to the Troubled Company Reporter on April 7, 2010, the
Company's balance sheet as of December 31, 2009, showed $3,407,770
in assets and $14,229,820 of debts, for a stockholders' deficit of
$10,822,050.

HJ & Associates, LLP, in Salt Lake City, expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company has a working
capital deficit and a stockholders' deficit.


EFP, INC.: Case Summary & 6 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: EFP, Inc.
        c/o James F.B. Daniels
        McDowell Rice Smith & Buchanan, PC
        605 W. 47th Street, Suite 350
        Kansas City, MO 64112
        Tel: (816) 753-5400

Bankruptcy Case No.: 10-42632

Chapter 11 Petition Date: May 24, 2010

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

Judge: Jerry W. Venters

Debtor's Counsel: James F. B. Daniels, Esq.
                  McDowell Rice Smith & Buchanan
                  605 W. 47th Street, Suite 350
                  Kansas City, MO 64112
                  Tel: (816) 960-7307
                  Fax: (816) 753-9996
                  E-mail: jdaniels@mcdowellrice.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
$6,360,000 while debts total $875,971.

A copy of the Company's list of 6 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/mowb10-42632.pdf

The petition was signed by G. Wayne Reeder, CEO.


EMISPHERE TECHNOLOGIES: Posts $18.4MM Net Loss for March 31 Qtr
---------------------------------------------------------------
Emisphere Technologies Inc. filed its quarterly report on Form 10-
Q, showing a $18,465,000 net loss on $12,000 of total revenues for
the three months ended March 31, 2010, compared with a net loss of
$5,417,000 net loss on $0 net sales during the same period a year
earlier.

The Company's balance sheet at March 31, 2010, revealed
$5,100,000 in total assets and $71,000,000 in total current
liabilities, for a total stockholders' deficit of $65,900,000.

The Company has implemented aggressive cost controls to conserve
its cash and better position the Company to realize the commercial
promise of its Eligen Technology.  With its lower cash burn rate,
the Company anticipates that its existing capital resources,
without implementing cost reductions, raising additional capital,
or obtaining substantial cash inflows, will enable us to continue
operations through approximately June 2010 or earlier if
unforeseen events arise that negatively affect the company's
liquidity.

The company's management said it believes there are reasonable
financing alternatives potentially available to the Company that
will enable it to meet its near term operating cash requirements.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?632d

Cedar Knolls, N.J.-based Emisphere Technologies, Inc. (OTC BB:
EMIS) -- http://www.emisphere.com/-- is a biopharmaceutical
company that focuses on a unique and improved delivery of
therapeutic molecules or nutritional supplements using its
Eligen(R) Technology.


FALLON LUMINOUS: Court Reconsiders Recent Order on Infringement
---------------------------------------------------------------
The Federal Court of Appeals is reconsidering its decision
regarding Fallon Luminous Products Corporation's patent
infringement of iLight Technologies Inc.'s patents.  On April 20,
the Court of Appeals cited a single claim construction ruling by
the trial court as the reason for setting aside a $5 million
patent infringement judgment against Fallon and sending the case
back to the District Court for further proceedings.  Because that
single claim construction ruling did not involve all patent claims
found by the jury to be infringed by Fallon, iLight submitted a
Petition for Rehearing to reinstate the judgment.  The Court of
Appeals requested a response from Fallon, which Fallon filed last
week, and will rule on iLight's Petition for Rehearing.

Court of Appeals April 20th Ruling Confirms the Validity of
iLight's Patents

In its appeal effort, Fallon made numerous arguments including:
iLight patents were invalid, Fallon did not infringe, and the case
should be remanded for retrial for various technical reasons.  The
Court of Appeals rejected Fallon's invalidity arguments and cited
a single claim construction issue as the reason for sending the
case back to the trial court for further consideration of the
issue of Fallon's infringement of iLight's patents.

Sean Callahan, President and CEO of iLight said, "We are very
pleased the Court of Appeals confirmed the judgment of the jury
that the claims of all three iLight patents, that were found by
the jury to have been willfully infringed by Fallon, are valid."
Callahan adds, "Based on the single claim construction issue
raised by the Court of Appeals, should a retrial be needed, we are
confident that a jury will again conclude that Fallon infringed
our patents.  While we certainly understand why other companies
wish to use our technology, we are committed to protecting all of
iLight's intellectual property."

              Permanent Injunction Against Fallon
                     Continues in Full Force

The District Court previously issued a permanent injunction that
prohibits Fallon, and all acting in concert with Fallon, from
manufacturing, importing, using, or selling Fallon's infringing
LED products.  Unless and until a "mandate" is issued from the
Court of Appeals to the trial court stating differently and
providing directions to the trial court for further proceedings
against Fallon for infringement of the iLight patents, the
permanent injunction against Fallon remains in full force.

       Fallon's Press Release Is Quite Different From
                 Fallon's Bankruptcy Filings

Fallon issued a press release on April 21 portraying the ruling as
a victory and Fallon's CEO is quoted as saying, "We believe this
ruling validates ... that our products do not violate iLight's
patents."  However, in a filing with the bankruptcy court
overseeing Fallon's bankruptcy proceedings, Fallon, more candidly,
stated, "The case was remanded to the District Court for further
proceedings consistent with specific technical instructions."

Callahan comments, "iLight is not surprised by Fallon's misleading
press release."  The jury in the patent infringement case
determined that Fallon's infringement of the iLight patents was
"willful"; the judge declared the case "exceptional" and awarded
iLight attorney's fees based on Fallon's conduct; and a different
federal judge who presides over Fallon's bankruptcy proceedings
decided to appoint a Chapter 11 Trustee, who is independent of
Fallon, to oversee Fallon's business in bankruptcy.

                          About Fallon

Fallon is owned by the investment firm Lincolnshire Management and
managing directors of Lincolnshire Management fill multiple
management positions of Fallon, including CEO, President, and COO.


FIRST DATA: May 13 Amendment Won't Affect Fitch's 'B' Rating
------------------------------------------------------------
Fitch Ratings expects that proposed limits on debit card
interchange fees, as contained in a Senate Amendment passed
May 13, should be neutral to First Data Corp.'s expected financial
performance going forward.  The proposed regulation, if passed
into law, would limit Visa and Mastercard's ability to determine
interchange fees for all card issuers with assets over $10 billion
(which the senate estimates at 1% of total card issuers).
Instead, interchange fees will be determined by each bank with
maximum limits set by the Federal Reserve.  The amendment is
intended only for debit cards and does not include credit cards.

Fitch does not believe that the proposed regulation directly
impacts FDC's Retail and Alliance Services business.
Specifically, FDC prices its service to merchants either as a flat
fee inclusive of interchange or as a set fee with interchange as a
pass through (i.e. interchange plus 20 basis points).  In the
scenario where FDC prices its service inclusive of interchange,
the company would only be negatively impacted if interchange were
to increase.  In all other scenarios, interchange is effectively a
pass through expense.

It is possible that FDC's Star Network (debit card processing)
could be negatively affected by the proposed regulation.  However,
Fitch believes that Star is a relatively minor contributor to
FDC's overall cash flow and that the proposed regulation primarily
impacts signature debit card transactions which are processed
outside of the Star Network.

Furthermore, any negative implications for FDC's Financial
Services segment (which includes Star) would likely be offset by
potential positive impacts of the proposed regulation.
Specifically, the limit on interchange fees could cause more
retailers to begin accepting debit/credit cards for purchases
which could boost the secular shift to card based transactions.
Additionally, a decrease in debit card interchange could
incentivize issuing banks to focus marketing efforts on credit
cards in lieu of debit cards, by scaling back debit card reward
programs for instance.  This would positively impact FDC's Retail
and Alliance Services business as it typically earns a higher fee
on credit card transactions versus PIN debit.

As a final note, FDC's first quarter results were in-line with
Fitch's expectations inherent in its May 3, 2010 rating
affirmation and press release.  As stated in the release and
considered in the rating, Fitch does not expect FDC to be
positioned for an initial public offering for several years.  The
company's current debt maturation schedule would likely
necessitate an equity offering sometime in the 2013 timeframe but
not before, based on Fitch's assumption that free cash flow will
increase sufficiently to manage higher cash interest expense
beginning in 2012 when the first cash payment is due on the
company's senior unsecured 10.55% PIK notes.

Fitch currently rates FDC:

  -- Long-term Issuer Default Rating 'B';

  -- $2 billion senior secured revolving credit facility (RCF) due
     2013 'BB-/RR2';

  -- $13 billion senior secured term loan B due 2014 'BB-/RR2';

  -- $3.75 billion 9.875% senior unsecured notes due 2015
     'CCC/RR6';

  -- $3 billion 10.55% senior unsecured notes with four-year
     mandatory paid-in-kind (PIK) interest due 2015 'CCC/RR6';

  -- $2.5 billion 11.25% senior subordinated notes due 2016
     'CC/RR6'.

The Rating Outlook is Stable.

Total liquidity as of March 31, 2010, was solid and consisted of
$731 million in cash and $1.4 billion available under a $2 billion
senior secured RCF that expires September 2013.  The reduced
availability under the RCF reflects approximately $230 million
which was provided by an affiliate of Lehman Brothers and is no
longer available to be borrowed upon as well as letters of credit
and borrowings currently outstanding.  Fitch expects approximately
$230 million of the existing cash balances to be used for the 5%
Rockmount put option on the company's Bank of America joint
venture in June 2010.

Total debt as of March 31, 2010, was approximately $23 billion and
consisted primarily of these: i) $12.5 billion outstanding under a
secured term loan B maturing September 2014; ii) $293 million
drawn on the company's $2 billion RCF which expires September
2013; iii) $3.75 billion in 9.875% senior unsecured notes maturing
September 2015; iv) $3.5 billion in 10.55% notes maturing
September 2015 with mandatory PIK interest through September 2011
and cash interest thereafter; and v) $2.5 billion of 11.25% senior
subordinated notes maturing September 2016.  In addition, the
parent company of FDC, First Data Holdings, Inc., has outstanding
approximately $1 billion original value senior unsecured PIK notes
due 2016.


FONAR CORP: Posts $8,000 Net Loss in Q3 Ended March 31
------------------------------------------------------
Fonar Corporation filed its quarterly report on Form 10-Q, showing
a net loss of $8,000 on $7.5 million of revenue for the three
months ended March 31, 2010, compared with net income of $730,000
on $11.3 million of revenue for the same period of 2009.

The Company's balance sheet as of March 31, 2010, showed
$23.2 million in assets and $29.0 million of liabilities, for a
stockholders' deficit of $5.8 million.

As reported in the Troubled Company Reporter on October 9, 2009,
Marcum LLP, in New York, N.Y., expressed substantial doubt about
FONAR Corporation's ability to continue as a going concern after
auditing the Company's consolidated financial statements for the
year ended June 30, 2009.  The auditing firm noted that that the
Company has suffered recurring losses from operations, continues
to generate negative cash flows from operating activities, has
negative working capital at June 30, 2009, and is dependent on
asset sales to fund its shortfall from operations.

The Company still suffers recurring losses from operations,
continues to generate negative cash flows from operating
activities and had negative working capital at March 31, 2010.

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

               http://researcharchives.com/t/s?6337

Fonar Corporation (NASDAQ: FONR) engages in the design,
manufacture, sale, and service of magnetic resonance imaging (MRI)
scanners for the detection and diagnosis of human diseases.  The
Company, through its wholly owned subsidiary, Health Management
Corporation of America, also provides management services,
administrative services, office space, equipment, repair,
maintenance service and clerical and other non-medical personnel
to diagnostic imaging centers.  The Company was founded in 1978
and is headquartered in Melville, New York.


FRASER PAPERS: Signs Agreement to Sell New Hampshire Paper Mill
---------------------------------------------------------------
Fraser Papers Inc. disclosed that its subsidiary Fraser N.H. LLC,
has reached an agreement to sell substantially all of its assets
to an investment fund managed by MerchantBanc, LLC, of Manchester,
NH. Financial terms of the transaction were not disclosed.

The paper mill in Gorham, New Hampshire currently operates three
paper machines and produced 80,000 tons of uncoated freesheet
papers and 37,000 tons of towel products in 2009.  The transaction
is expected to close in late July and is subject to approval of
the Ontario Superior Court of Justice (Commercial List) and the
United States Bankruptcy Court for the District of Delaware.

Fraser Papers remains under creditor protection pursuant to the
provisions of the Companies' Creditors Arrangement Act, with its
stay of proceedings having been extended by the court to July 9,
2010.

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

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


GATEWAY ETHANOL: Court Extends DIP Loan Expiry Until May 31
-----------------------------------------------------------
The Hon. Dale L. Somers of the U.S. Bankruptcy Court for the
District of Kansas approved a tenth amendment to the stipulated
final order, authorizing Gateway Ethanol, LLC, to:

   -- obtain $9,890,500 of secured postpetition financing; and

   -- grant security interests, super-priority claims and adequate
      protection to the prepetition senior lender and the DIP
      lender.

The Debtor related that it was unable to obtain unsecured credit
as an administrative expense, and is seeking to amend the terms of
the postpetition loan documents in order to seek additional
postpetition financing.

The DIP lender consented to the amendment of the terms and
conditions of the postpetition financing.

The DIP facility will expire on May 31, 2010.

Pratt, Kansas-based Gateway Ethanol, LLC, operates an ethanol
plant that has a capacity of 55 million gallons a year, according
to Orion Ethanol's Web site.  The Company filed for bankruptcy
protection on October 5, 2008 (Bankr. D. Ks., Case No. 08-22579).
Laurence M. Frazen, Esq., Megan J. Redmond, Esq., and Tammee E.
McVey, Esq., at Bryan Cave, LLP, represent the Debtor in its
restructuring effort.  In its schedules, the Debtor listed total
assets of $94,545,022, and total debts of $93,353,654.


GENERAL DATACOMM: Posts $1.2 Million Net Loss for March 31 Quarter
------------------------------------------------------------------
General DataComm Industries Inc. filed its quarterly report on
Form 10-Q, showing a net loss of $1.2 million on $1.5 million of
total revenues for the three months ended March 31, 2010, compared
with a net loss of $2.1 million on $2.0 million of net sales
during the same period a year earlier.

The Company's balance sheet at March 31, 2010, revealed $5.5
million total assets and $47.6 million total current liabilities,
for a $42.0 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?632e

                      About General DataComm

Based in Naugatuck, Connecticut, General DataComm Industries Inc.
(OTC: GNRD) -- http://www.gdc.com/-- is a provider of networking
and telecommunications products, services and solutions.  The
Company designs, develops, assembles, markets, sells, installs and
maintains products that enable telecommunications common carriers,
corporations, and governments to build, improve and more cost
effectively manage their global telecommunications networks.

The Company's products and services are marketed worldwide through
a combination of direct sales and distribution channels.

                          *     *     *

According to the Troubled Company Reporter on Feb. 22, 2010, the
company reported $5.92 million in total assets and $46.77 million
in total liabilities resulting to a $40.85 million stockholders'
deficit at Dec. 31, 2009.


GENERAL GROWTH: Wins Confirmation of Last Property-Owning Unit
--------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that General Growth
Properties Inc. wrapped up formal reorganizations for the last of
its 144 properties when the bankruptcy judge agreed to confirm a
Chapter 11 plan restructuring the mortgage loan on a property in
Louisiana.  General Growth has now confirmed plans covering
property-owning subsidiaries with $15 billion spread among 108
loans.

According to Bloomberg, General Growth is moving ahead to confirm
a reorganization plan for the holding company that will pay all
creditors in full, just like the plans for the subsidiaries. The
bankruptcy judge sanctioned an auction where the opening offer
will come from Brookfield Asset Management Inc., Fairholme Capital
Management LLC and Pershing Square Capital Management LP.
The auction will determine who makes the best offer to finance the
holding company's reorganization and end up owning part of the
stock.  Other investors can submit competing proposals by June 2.
General Growth will pick the best proposal by July 2. The hearing
for approval of a disclosure statement will take place July 30,
with the confirmation hearing for approval of the plan to take
place Sept. 30.

                        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)


GENESIS FLUID: Posts $1.2 Million Net Loss in Q1 2010
-----------------------------------------------------
Genesis Fluid Solutions Holdings, Inc., filed its quarterly report
on Form 10-Q, showing a net loss of $1,220,760 for the three
months ended March 31, 2010, compared with a net loss of $350,559
for the same period of 2009.

The Company's balance sheet as of March 31, 2010, showed
$5,181,430 in assets, $2,395,323 of liabilities, and $2,786,107 of
stockholders' equity.

Salberg & Company, P.A., in Boca Raton, Fla., 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 reported a net loss and used cash in
operations of $2,247,767 and $1,737,841, respectively, in 2009.
In addition, as of December 31, 2009, the Company had an
accumulated deficit of $6,217,899, has minimal revenue generating
activities and is transitioning to a new business model.

For the three months ended March 31, 2010, the Company had a net
loss of $1,220,760 and used cash in operations of $661,699.  At
March 31, 2010, the Company had an accumulated deficit of
$7,438,659.

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

                  http://researcharchives.com/t/s?6335

Colorado Springs, Colo.-based Genesis Fluid Solutions Holdings,
Inc. is engaged in the design and development of waterway
restoration, mining, and paper mill (water) remediation
technologies.


GEORGE PAGLIARO: Section 341(a) Meeting Scheduled for June 16
-------------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of George
Rodolfo Pagliaro and Pamela Jean Pagliaro's creditors on June 16,
2010, at 11:00 a.m.  The meeting will be held at Room 1-159, 411 W
Fourth Street, Santa Ana, CA 92701.

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

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

San Clemente, California-based George Rodolfo Pagliaro and Pamela
Jean Pagliaro, dba Pagliaro Construction Inc., filed for Chapter
11 bankruptcy protection on May 5, 2010 (Bankr. C.D. Calif. Case
No. 10-15975).  Vincent Renda, Esq., at Renda Law Offices PC,
assists the Debtors in their restructuring efforts.  The Debtors
estimated their assets and debts at $10,000,001 to $50,000,000.


GREEKTOWN HOLDINGS: Casino April Revenues Total $31.9 Million
-------------------------------------------------------------
The Michigan Gaming Control Board stated in its Web site that
Greektown Casino's aggregated revenues for April 2010 is
$31,981,992.  Of this revenue, Greektown Casino's state wagering
tax is $0.

The Gaming Board also released the April 2010 revenues of two
other Detroit casinos, MGM Grand Detroit and MotorCity Casino.
The Board notes that MGM Grand Detroit earned $49,605,147 and
MotorCity Casino had $37,322,007 in revenues.

                     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: Receives Court Nod to Hire PGH & HAG
--------------------------------------------------------
Greektown Holdings Inc. and its units sought and obtained
authority to employ PGH Consulting LLC and Hospitality Advisors
Group as hotel valuation consultants and expert witnesses.

The Debtors assert that they require the assistance of the
Appraisers to determine the market value of their hotel and
attached parking deck in connection with property tax contests
for tax years 2008, 2009, and 2010.

Hospitality Advisors will be responsible for the research and
drafting of the opinion of value for the tax years at issue.
Hospitality Advisors and the Debtors' special tax counsel,
Honigman Miller Schwartz and Cohn LLP, will consult with PGH
regarding certain appraisal issues critical to the valuation of
the Hotel Property.

The Debtors assert that the Appraisers are well-qualified to act
on their behalf, given the firm's extensive knowledge and
experience in real property appraisal generally, and hotel
properties in particular.

In conjunction with the Tax Assessment Contests, the Debtors
relate that they need the Appraisers to perform these services:

  a. Valuation of the Hotel Property as of December 31, 2007,
     December 31, 2008, and December 31, 2009

  b. Advice with respect to valuation matters; and

  c. Potential testimony as experts or fact witnesses in the
     Tax Assessment Contests

The Debtors will pay Hospitality Advisors $26,000 plus a $250
hourly rate for preparations, attendance, and participation in
depositions and pre-trial and trial activity.

The Debtors will pay PGH $450 per hour to consult with a special
tax counsel and Hospitality Advisors.  If necessary, PGH will be
asked to prepare for, attend, and provide pretrial and trial
services, including expert testimony.

The Appraisers will apply to the Court for expense reimbursement
or allowances of compensation for all services it provides to the
Debtors in accordance with applicable provisions of the
Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, the
Local Rules of Bankruptcy Procedure, and orders of the Court, and
guidelines established by the United States Trustee.

David C. Lennoff, president of PGH; and Laurence G. Allen,
president of Hospitality Advisors, assure the Court that their
firms have no interests that are adverse to the Debtors or their
estates.  Accordingly, each of PGH and Hospitality Advisors is a
"disinterested person" as defined in Section 101(14) of the
Bankruptcy Code.

                     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)


GSI GROUP: Schedules May 27 Plan Confirmation Hearing
-----------------------------------------------------
Bill Rochelle at Bloomberg News reports that GSI Group Inc.
scheduled a confirmation hearing on May 27 for approval of a
modified reorganization plan following settlement with existing
shareholders.  The new plan allows shareholders to retain as much
as 87.3% of the stock if they participate to the maximum in a
$85 million equity rights offering.  If stockholders buy to the
fullest extent, noteholders will have 12.7% of the reorganized
equity and $90 million in new secured notes.

The Official Committee of Equity Security Holders supports the
Plan.  "The current plan represents a substantial improvement to
the original plan, which would have left shareholders with only
18% of the equity of GSI," said Stephen W. Bershad, Chairman of
the Equity Committee.  "Under the current plan, which represents
the culmination of the Equity Committee's negotiations with GSI
and certain holders of GSI's senior notes, if GSI shareholders
exercise in full their right to buy additional shares of GSI, they
may continue to own over 87% of the equity of GSI following
emergence from bankruptcy.  The modified plan will also
significantly reduce GSI's funded debt, positioning GSI to grow
its businesses and capitalize upon future opportunities."

                       About GSI Group

Bedford, Mass.-based GSI Group Inc. -- http://www.gsig.com/--
designs, develops, manufactures and sells photonics-based
solutions (consisting of lasers, laser systems and electro-optical
components), precision motion devices, associated precision motion
control technology and systems.  The Company's customers
incorporate the Company's technology into their products or
manufacturing processes, for a wide range of applications in the
industrial, scientific, electronics, semiconductor, medical and
aerospace.

The Company and two of its affiliates filed for Chapter 11
protection on Nov. 20, 2009 (Bankr. D. Del. Lead Case No. 09-
14110).  William R. Baldiga, Esq., at Brown Rudnick LLP,
represents the Debtors as lead counsel.  Mark Minuti, Esq., at
Saul Ewing LLP, as its local counsel.  The Debtors selected Garden
City Group Inc. as their claims and notice agent.  In their
petition, the Debtors posted $555,000,000 in total assets and
$370,000,000 in total liabilities as of Nov. 6, 2009.


GUNDLE/SLT ENVIRONMENTAL: Moody's Junks Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service downgraded the debt ratings of
Gundle/SLT Environmental, Inc.  The company's Corporate Family
Rating and Probability of Default ratings were downgraded to Caa1
from B3.  The speculative grade liquidity rating remains at SGL-3
and the ratings outlook is stable.

The ratings downgrade was prompted by Moody's belief that the
company's credit metrics are unlikely to demonstrate meaningful
improvement in the near-term even though Gundle continues to
strive to improve its profitability.  The company's credit metrics
are below levels Moody's had previously stated could result in a
ratings downgrade.  As importantly, Moody's does not expect
material, near-term improvement in leverage or interest coverage
particularly as waste volumes remain depressed -- the waste sector
is Gundle's largest end market.  Moreover, raw material cost
volatility may be a greater source of headwind than the company's
contracts and pricing schemes can efficiently absorb.

The weak global economy hurts demand for the company's liners.
The slowdown in construction activity results in less construction
waste being created and in general there has been lower landfill
volume and therefore lower demand for Gundle's liners.  Tighter
municipal budgets have also hurt demand as certain capital
improvement projects continue to be deferred.  Although mining
demand is stronger year over year, the global economy's weakness
hurts demand from the mining industry which relies on Gundle's
products for containment pools.  The company's aquaculture
business has also been affected.  As a result of these and other
factors, Moody's expects the company's credit quality to remain
weak into 2010/11 even though Moody's expect U.S. GDP growth in
the low single digits.  The stable outlook reflects the belief
that the company's credit metrics should show signs of
stabilization as a growing global economy stimulates demand.

The SGL-3 speculative grade liquidity rating reflects the belief
that the company has adequate liquidity.  Although Moody's does
not expect Gundle to generate meaningful cash flow in 2010, the
ABL revolver is largely undrawn and could support higher net
working capital investment should volumes improve or resin prices
increase.  Moody's does not expect availability under the
company's ABL revolver to fall below $5 million; the sole
financial covenant, fixed charge coverage, would therefore not be
applicable.

The last rating action was on December 21, 2009, when the
company's Corporate Family Rating was changed to B3.

Downgrades:

Issuer: Gundle/SLT Environmental Inc.

  -- Probability of Default Rating, Downgraded to Caa1 from B3

  -- Corporate Family Rating, Downgraded to Caa1 from B3

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to Caa2,
     LGD4, 64% from Caa1, LGD4, 62%

Gundle/SLT Environmental, Inc., based in Houston, TX, is a leading
manufacturer of geosynthetic lining products used in environmental
protection and for the confinement of solids, liquids and gases in
the waste management, liquid containment and mining industries.
Gundle markets its products and installation services through
internal and third-party distribution channels.  LTM revenues
through March 31, 2010, totaled $295 million.


HARRISBURG, PA: Agency to Miss $1.4-Mil. June 1 Debt Payment
------------------------------------------------------------
American Bankruptcy Institute that Harrisburg Authority, the
agency that owns Harrisburg, Pa.'s debt-laden and problem-plagued
incinerator, once again will miss payments on its bonds, leaving
the city and Dauphin County to step in as guarantors.

Harrisburg is coping with $288 million in debt related to a failed
revamp of an incinerator.  The $68 million in payments on the debt
this year exceed the city's annual budget.


HYRDROL-PRO TECHNOLOGIES: Case Summary & Creditors List
-------------------------------------------------------
Debtor: Hyrdrol-Pro Technologies, Inc.
        40420 Freefall Avenue
        Zephyrhills, FL 33542

Bankruptcy Case No.: 10-12334

Chapter 11 Petition Date: May 24, 2010

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

Debtor's Counsel: Ronald R. Bidwell, Esq.
                  Law Office of Ronald R Bidwell PA
                  1205 W Fletcher Avenue Suite B
                  Tampa, FL 33612
                  Tel: (813) 908-7700
                  Fax: (813) 962-6156
                  E-mail: rbidwell1@tampabay.rr.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/flmb10-12334.pdf

The petition was signed by Mary L. Morris, CEO.


INFOLOGIX INC: Posts $2.8 Million Net Loss for March 31 Quarter
---------------------------------------------------------------
InfoLogix Inc. filed its quarterly report on Form 10-Q, showing
a $2.8 million net loss on $13.8 million of net revenues for the
three months ended March 31, 2010, compared with a $4.5 million
net loss on $18.8 million of net revenues during the same period a
year ago.

The Company's balance sheet at March 31, 2010, showed
$34.0 million in total assets and $39.0 million in total
liabilities, for a total stockholders' deficit of $4.9 million.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?633b

Hatboro, Pa.-based InfoLogix, Inc.  (NASDAQ: IFLG)
-- http://www.infologix.com/-- is a provider of enterprise
mobility solutions for the healthcare and commercial industries.

The Company's balance sheet as of December 31, 2009, showed
$33.9 million in assets and $38.5 million of debts, for a
stockholders' deficit of $2.5 million.

McGladrey & Pullen, LLP, in Blue Bell, Pa., 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, has negative working capital and
an accumulated deficit as of December 31, 2009.


IXI MOBILE: Delays Filing of Quarterly Report on Form 10-Q
----------------------------------------------------------
IXI Mobile 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, as a result of the initiation of several
strategic measures intended to refocus its activities and to
reduce operating costs, it has not finalized its financial
statements for the quarter ended September 30, 2008, for the year
ended December 31, 2008, for the quarters ended March 31, 2009,
June 30, 2009 or September 30, 2009, for the year ended December
31, 2009, and for the quarter ended March 31, 2010.  The Company's
auditors have not finalized their review or audit of these
financial statements and the Company is not currently in a
position to estimate the results for the interim periods or the
year end periods for which these reports have not been filed.

The Company said it believes that it will need to raise additional
capital in the near future in order to continue as a going
concern, and there can be no assurance that it will be successful
in doing so or that, even if the Company is able to raise
additional capital, such capital will be sufficient to allow the
Company to continue as a going concern.

                         About IXI Mobile

Headquartered in Belmont, California, IXI Mobile Inc. (OTC BB:
IXMO.0B) -- http://www.ixi.com/-- provides devices and hosted
services to mobile operators, mobile virtual network operators,
and Internet service providers in a number of international
markets.  Research and development activities are conducted
primarily in its facilities in Israel and Romania.

                           *     *     *

As reported by the Troubled Company Reporter on August 28, 2008,
IXI Mobile's consolidated balance sheet at June 30, 2008, showed
$29,504,000 in total assets and $40,856,000 in total liabilities,
resulting in a $11,352,000 stockholders' deficit.  The company
reported a net loss of $11,387,000 on total revenues of $2,221,000
for the second quarter ended June 30, 2008, compared with a net
loss of $21,508,000 on total revenues of $3,171,000 in the same
period ended June 30, 2007.


LA JOLLA PHARMACEUTICAL: Posts $1,767,000 Net Loss in Q1 2010
-------------------------------------------------------------
La Jolla Pharmaceutical Company filed its quarterly report on Form
10-Q, showing a net loss of $1,767,000 on no revenue for the three
months ended March 31, 2010, compared with a net loss of
$4,252,000 on $8,125 of revenue for the same period of 2009.

The Company's balance sheet as of March 31, 2010, showed
$3,708,000 in assets, $1,033,000 of liabilities, and $2,675,000 of
stockholders' equity.

Ernst & Young LLP, in San Diego, Calif., expressed substantial
doubt about the Company's ability to continue as a going concern
after auditing the Company's financial statements for the year
ended December 31, 2009.  The independent auditors noted that the
the Company has incurred recurring operating losses, an
accumulated deficit of $424,321,000 as of December 31, 2009, and
has no current source of revenues or financing.

As of March 31, 2010, the Company had no revenue sources, an
accumulated deficit of $426,088,000, and available cash and cash
equivalents of $3,627,000.

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

                  http://researcharchives.com/t/s?633a

San Diego, Calif.-based La Jolla Pharmaceutical Company is a
biopharmaceutical company that has historically focused on the
development and testing of Riquent as a treatment for Lupus
nephritis.


LANDRY'S RESTAURANTS: S&P Retains Negative Watch on 'B' Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'B' corporate
credit rating and all related issue-level ratings on Houston-based
Landry's Restaurants Inc. remain on CreditWatch with negative
implications.

This action comes after the company announced that CEO Tilman
Fertitta would increase his offer to take the company private to
$24 per share from $21, which is 62% higher than the original
$14.75 per share price.  The company's Board of Directors has
approved the amended agreement and recommended that shareholders
vote in favor of the new offer.  Also the company has reached a
partial settlement to resolve a derivative claims against
Fertitta, affiliates of Fertitta, and the company's directors.
The consummation of the merger is conditioned upon the dismissal
with prejudice of such claims.

S&P initially placed the ratings on CreditWatch with negative
implications on Sept. 9, 2009, after the company announced that it
would explore strategic alternatives, including a possible sale of
the company in a "go private" transaction.  On Nov. 3, 2009,
Fertitta announced his initial offer to take the company private
for $14.75 per share and on April 27, 2009, he raised the offer to
$21 per share.  The current offer values the entire company around
$1.4 billion, and S&P estimates the total transaction value around
7.6x companywide last-12-month EBITDA.

"The speculative-grade rating on Landry's reflects the highly
competitive nature of the restaurant industry, its vulnerability
to weak consumer spending, and a highly leveraged capital
structure that results in weak cash flow protection measures,"
said Standard & Poor's credit analyst Charles Pinson-Rose.

If the offer is approved, total cash considerations to
shareholders should amount to approximately $175 million.
Currently, S&P believes that Fertitta and the company would need a
modest amount of additional capital to fund a going private
transaction at the $24 share price.  However, the company's
available liquidity sources may be able to fund the transaction,
especially considering the company's highest cash flow comes
during the upcoming summer months.  The company's credit agreement
and bond indentures have limitations on its ability to raise
additional debt, but additional cash equity could come from
Ferttita.

"If Fertitta's revised proposal gains the necessary approvals and
the current capital structure is unchanged, S&P may affirm its 'B'
corporate credit rating and remove the ratings from CreditWatch
with negative implications," added Mr.  Pinson-Rose.  If the
company altered its capital structure or issued additional debt,
S&P would assess the potential financial risk and take the
appropriate action, which could entail a downgrade.  If there is
no going private transaction and the capital structure is
unchanged, S&P could still affirm its ratings as long as S&P were
comfortable with management's financial policies and business
strategies.


LARRY SPANN: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Larry D. Spann
        6358 West 500 North
        Madison, IN 47250

Bankruptcy Case No.: 10-91619

Chapter 11 Petition Date: May 24, 2010

Court: U.S. Bankruptcy Court
       Southern District of Indiana (New Albany)

Judge: Basil H. Lorch III

Debtor's Counsel: Jeffrey M. Hester, Esq.
                  Tucker Hester, LLC
                  429 N Pennsylvania Street, Suite 100
                  Indianapolis, IN 46204-1816
                  Tel: (317) 833-3030
                  Fax: (317) 833-3031
                  E-mail: jeff@tucker-hester.com

Estimated Assets: $0 to $50,000

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

According to the schedules, the Debtor says that assets total
$9,050 while debts total $19,638,432.

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/insb10-91619.pdf

The petition was signed by the Debtor.


L.A.J. INC.: Case Summary & 11 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: L.A.J. Inc., of Delaware
        P.O. Box 5378
        Bossier City, LA 71171

Bankruptcy Case No.: 10-11464

Chapter 11 Petition Date: May 24, 2010

Court: U.S. Bankruptcy Court
       Western District of Louisiana (Shreveport)

Debtor's Counsel: Robert W. Raley, Esq.
                  290 Benton Road Spur
                  Bossier City, LA 71111
                  Tel: (318) 747-2230
                  Fax: (318) 747-0106
                  E-mail: rraley52@bellsouth.net

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/lawb10-11464.pdf

The petition was signed by Pat Lindsey.


LYONDELL CHEMICAL: Professionals Takes Home $50M for Work
---------------------------------------------------------
Bankruptcy Law360 reports that the professionals who worked on the
bankruptcy of Lyondell Chemical Co., which emerged from Chapter 11
a few weeks ago, will take home more than $50 million in fees and
expenses for the last four months of 2009, including about $21
million for debtors' counsel Cadwalader Wickersham & Taft LLP.

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  It is the global leader in
polyolefins technology, production and marketing; a pioneer in
propylene oxide and derivatives; and a significant producer of
fuels and refined products, including biofuels.  Through research
and development, LyondellBasell develops innovative materials and
technologies that deliver exceptional customer value and products
that improve quality of life for people around the world.
Headquartered in The Netherlands, LyondellBasell --
http://www.lyondellbasell.com/-- is privately owned by Access
Industries.

Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries, the world's third largest
independent chemical company.  LyondellBasell became saddled with
debt as part of the US$12.7 billion merger.  On January 6, 2009,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code to facilitate a restructuring of the company's
debts.  The case is In re Lyondell Chemical Company, et al.,
Bankr. S.D.N.Y. Lead Case No. 09-10023).  Seventy-nine Lyondell
entities, including Equistar Chemicals, LP, Lyondell Chemical
Company, Millennium Chemicals Inc., and Wyatt Industries, Inc.
filed for Chapter 11.  In May 2009, one of the cases was dismissed
-- Case No. 09-10068 -- because it is duplicative of Case No. 09-
10040 relating to Debtor Glidden Latin America Holdings.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.  Lyondell Chemical estimated that consolidated
assets total US$27.12 billion and debts total US$19.34 billion as
of the bankruptcy filing date.

Lyondell has obtained approximately US$8 billion in DIP financing
to fund continuing operations.  The DIP financing includes two
credit agreements: a US$6.5 billion term loan, which comprises a
US$3.25 billion in new loans and a US$3.25 billion roll-up of
existing loans; and a US$1.57 billion asset-backed lending
facility.

LyondellBasell Industries AF S.C.A. and another affiliate were
voluntarily added to Lyondell Chemical's reorganization filing
under Chapter 11 on April 24, 2009, in order to seek protection
against claims by certain financial and U.S. trade creditors.  On
May 8, 2009, LyondellBasell Industries added 13 non-operating
entities to Lyondell Chemical Company's reorganization filing
under Chapter 11 of the U.S. Bankruptcy Code.  All of the entities
are U.S. companies and were added to the original Chapter 11
filing for administrative purposes.

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


MACH GEN: S&P Affirms 'BB-' Rating on $100 Mil. Facility
--------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BB-'
rating on U.S. electricity generator MACH Gen LLC's $100 million
first-lien revolving working capital facility due February 2012
($45 million outstanding at unaudited Dec. 31, 2009, up from
$20 million at Dec. 31, 2008 and $35 million at Dec. 31, 2007),
and $60 million first-lien synthetic letter of credit facility due
February 2013 ($54 million of letters of credit issued at Dec. 31,
2009, up from $42.4 million at Dec. 31, 2008) and revised the
outlook to stable from positive.  The '1' recovery rating on the
first-lien senior secured debt obligations reflects S&P's
expectation of very high (90%-100%) recovery of principal in the
event of a default.

The rating reflects a significant decrease in first-lien leverage
following repayment of the first-lien term loan in late 2008,
tempered by steadily increasing second-lien payment-in-kind debt
(not rated).

"The change in outlook is a result of the project cash
collateralizing its first-lien synthetic letter of credit facility
at a slower rate than S&P anticipated after the project repaid the
first-lien term loan," said Standard & Poor's credit analyst
Matthew Hobby.

During 2009, the project cash collateralized $1.2 million of the
$60 million first-lien synthetic letter of credit facility.
Coverage of first-lien interest obligations nonetheless remained
solid in 2009 at 2.49x, calculated according to debt covenants.
First-lien debt service requirements will likely decrease
significantly in 2010 because the project's first-lien swaps
remained outstanding until December 2009, consisting mostly of
2009 first-lien debt service.

The project's $580 million senior secured first-lien term loan B
due February 2014 was fully amortized on Dec. 11, 2008 after the
project sold the Covert combined-cycle gas turbine facility in
South Haven, Mich. to Tenaska Capital.  However, because first-
lien facilities remain outstanding, the project's $838.9 million
second-lien term loan C due February 2015 continues to pay-
in?kind, with no mandatory interest or amortization, accreting to
$1.133 billion at Dec. 31, 2009, up from $1.042 billion at
Dec. 31, 2008 and $936.5 million at Dec. 31, 2007.

The stable outlook reflects the low first-lien leverage and
resulting solid first-lien covenant interest coverage of 2.49x in
2009.  S&P expects first-lien coverage to remain solid under the
2010 budget.  The primary risk to the rating is the project's
exposure to merchant power markets caused by its lack of long-term
power hedges.  Future variations in merchant revenue that caused
low interest coverage could result in a lower rating.  Although
the PIK debt has no remedies while the first-lien debt remains
outstanding, the full effects of the steadily increasing second-
lien PIK debt remain uncertain.


MALDEN BROOK: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Malden Brook Farms LLC
        29 Prospect Street
        West Boylston, MA 01583
        Tel: (508) 835-6258

Bankruptcy Case No.: 10-42617

Chapter 11 Petition Date: May 24, 2010

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

Judge: Melvin S. Hoffman

Debtor's Counsel: Roy W. Pastor, Esq.
                  Lorden, Pastor & Lilly, P.C.
                  270 Ayer Road
                  P.O. Box 335
                  Harvard, MA 01451
                  Tel: (978) 772-0011
                  Fax: (978) 772-9902
                  E-mail: attorney@lorden-pastor.com

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

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

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

The petition was signed by Robert J. Tesujian, managing partner.


MARY BEESON: Case Summary & 4 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Mary Anne Goldsmith Beeson
        2150 River Road
        Piedmont, SC 29673

Bankruptcy Case No.: 10-03678

Chapter 11 Petition Date: May 23, 2010

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

Judge: Helen E. Burris

Debtor's Counsel: Nancy E. Johnson, Esq.
                  Law Office of Nancy E. Johnson, LLC
                  2201 Greene Street
                  Columbia, SC 29205
                  Tel: (803) 343-3424
                  Fax: (803) 656-0510
                  E-mail: nej@njohnson-bankruptcy.com

Estimated Assets: $0 to $50,000

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

A copy of the Debtor's list of 4 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/scb10-03678.pdf

The petition was signed by the Debtor.


MEDAFOR INC: CryoLife Sends Letter to Firm's Shareholders
---------------------------------------------------------
CryoLife, Inc. has sent a letter to Medafor shareholders.

Dear Fellow Medafor Shareholder:

You should have recently received a proxy statement from Medafor
asking you to re-elect the five incumbent members of their board
of directors.

As Medafor's largest shareholder, we are deeply concerned by both
Medafor's rush to hold their annual shareholders' meeting and by
the troubling information disclosed in their proxy statement and
recently issued financial statements and letters to shareholders.
We are writing to urge you to WITHHOLD your support for directors
Michael Pasquale, Paul Gray, Robert Halverson, Gary Shope and
Gerald Van Eeckhout given their poor oversight of Medafor.

Do NOT return your proxy to management.

If you have already given management your proxy, revoke it by
writing Medafor.

If you can, attend the meeting in person.

          Medafor's Directors Enriching Themselves
                At The Expense Of Shareholders

Medafor's management and board have continually diluted
shareholders, issuing new shares to finance the company without
receiving adequate value in return.  Their proxy statement and
financial statements provide further evidence of this fact.

Specifically, the proxy discloses several instances during 2009
where stock, warrants and options were issued to employees,
contractors, distributors and others at prices inconsistent with
Medafor's statements about the value of Medafor shares.

In 2009, Medafor's board granted shares to themselves that they
valued at only $1.50 per share.  In the fourth quarter of 2009,
Medafor issued options to management with an exercise price of
$2.00 per share.  This means that at the end of 2009, the Medafor
board concluded that $2.00 per share was "fair market value," as
is required under the stock incentive plan that Medafor
shareholders approved.  Despite this, just two months later,
Medafor urged its shareholders not to sell their shares to
CryoLife because, in Gary Shope's words, $2.00 per share was not
"even close to a fair price" and was "grossly inadequate."
Apparently, $2.00 per share is unconscionably low when Medafor
shareholders want to sell their shares, but it's fair enough when
Medafor's insiders are compensating themselves.  One thing is
certain, either the Medafor board and management have been
enriching themselves at the shareholders' expense by undervaluing
their equity and option awards, or their statements regarding the
adequacy of CryoLife's $2.00 per share offer were not made in good
faith.

Also raising a concern is the fact that, in its proxy statement,
Medafor implied that the shares issued to Magle in conjunction
with the technology transfer transaction were issued at an average
price of $5.28 per Medafor share.  This valuation raises questions
as to why Medafor routinely granted stock, options and warrants
that were priced considerably below $5.28 per share in the months
leading up to the consummation of the Magle transaction.  Have
Medafor's board and management unjustly, and potentially
illegally, enriched themselves and key partners at the expense of
other shareholders by granting stock and options at prices
considerably below market value or have they not been candid in
their statements to Medafor shareholders regarding the Magle
transaction and its impact on Medafor and its shareholders?

The proxy also indicates that Medafor has entered into severance
and change in control agreements with its CEO and CFO, providing
the current management with golden parachutes that could deter
potential buyers.  These agreements are in addition to the
excessive compensation earned by key executives.  For instance, in
addition to stock awards and stock option grants, Medafor's CEO
and CFO earned a combined $700,000 in cash in 2009 while
delivering questionable financial performance and significant
shareholder dilution.  The amount of cash taken out of the
business by the CEO and CFO for their compensation represents over
70 percent of Medafor's available cash at the end of 2009.  These
are compensation levels that public company executives would be
pleased to receive.  They are not appropriate for a private
company at Medafor's stage of development with limited cash.

             Medafor's Limited Financial Disclosures
                          Raise New Concerns

We do not believe that Medafor has sufficient capital to invest
adequately in its business in order to protect its technology from
competition or to maximize its commercial potential.  Medafor has
disclosed in its financial statements that it must repay $3.2
million in convertible notes in 2011 and that it is currently in
default of the covenants of its $1.0 million credit facility that
expires in November 2010, but it has not provided shareholders
with any clarity as to how it plans to fund the $3.2 million in
convertible note payments.

Furthermore, the Medafor board continues to withhold information
that is required in order to accurately assess the company's
current financial condition and performance.  In fact, Medafor has
failed to provide any financial statements for the first quarter
of 2010. In addition, Medafor's directors entered into a highly
unusual and material contract with Magle, involving substantial
dilution to shareholders and a significant cash outlay, while
concealing the information that would be necessary to allow an
accurate assessment of Medafor's current financial condition
following the transaction.  Despite our repeated requests, Medafor
has refused to allow us to see the contract with Magle, or their
accounting records related to this transaction, including what
value Medafor ascribed to the technology.  They have also failed
to provide key balance sheet data, shareholders' equity
information, or detail on the company's cash position, as they
have in the past, which would allow shareholders to gauge the
impact of the transaction.  Additionally, Medafor has trumpeted
some improvement in earnings for the first quarter of 2010,
without noting the impact on earnings per share of the Magle
transaction.  This lack of disclosure suggests that Medafor's
board has significantly impaired the value of Medafor shares and
is hiding it from shareholders.

                Curtailing Shareholder Rights

Medafor's directors have unexpectedly scheduled their annual
shareholders' meeting just seven months since the last meeting and
have given shareholders barely three weeks' notice of this
surprising meeting.  This timing appears designed to prevent
shareholders from being able to meaningfully evaluate the
performance of Medafor and its board, nominate an alternative
slate of directors, put forth shareholder proposals or otherwise
participate fully in the meeting.  In addition to attempting to
prevent shareholder action at the meeting, the timing leads us to
believe that Medafor's directors are anxious to ensure their re-
election before shareholders have any possibility of discovering
the impact that the Magle transaction has had on the company's
condition and the value of their shares.

Medafor has also been actively attempting to curtail the
shareholder rights granted in its bylaws by attempting to keep
shareholders from being able to call their own meetings.  They are
working in court to take away the right guaranteed certain Medafor
shareholders to call a special meeting at any time for any
purpose.

Additionally, Medafor is attempting to deny shareholders access to
records of board proceedings in order to conceal information from
shareholders about the board's activities and the current
financial condition of the company.  Medafor has also stated that
it has granted Magle the right to terminate its exclusive supply
agreement with Medafor in the event that Medafor is acquired
without board approval, regardless of whether a majority of
shareholders think the transaction is fair.

         Medafor's Directors Are Destroying Shareholder
            Value And Limiting Shareholder Rights

Medafor's board of directors has overseen the destruction of
Medafor's business, its technology, and the value of its shares.
Please join CryoLife in sending a message to Medafor's board that
they must provide shareholders with up-to-date, complete
information about the current condition of the company, especially
the recent Magle transaction, and that they must respect our
fundamental rights as shareholders to participate in director
elections.

Do NOT return your proxy to management -- this communicates you
are WITHHOLDING your vote.

If you have already voted, you can rescind your proxy by writing
to Medafor at 2700 Freeway Blvd., #800, Minneapolis, MN 55430-1757
and stating "I hereby revoke the proxy that I previously provided
to you in connection with the annual shareholders' meeting to be
held on June 10, 2010." Your revocation should be dated and
signed, using your exact name as it appears on your Medafor
shares.  EVEN IF YOU HAVE RETURNED YOUR PROXY TO WITHHOLD YOUR
VOTES FOR THE MEDAFOR BOARD, IT IS IMPORTANT THAT YOU RESCIND IT,
IN ORDER TO AVOID GIVING MEDAFOR MANAGEMENT DISCRETIONARY
AUTHORITY TO VOTE WITH RESPECT TO ANY OTHER PROPOSALS THEY MAY
BRING AT THE MEETING WITHOUT HAVING GIVEN YOU PROPER NOTICE.

If you can, we also encourage you to attend the meeting and voice
your discontent in person.

By NOT returning your proxy to management, thereby withholding
your vote for Medafor board of director nominees, you will be
sending a clear message to the Medafor management and board that
its actions are unacceptable!

If you have any questions, please do not hesitate to contact Nina
Devlin at 212-704-8145.

Sincerely,

Steven G. Anderson

Founder, CEO and President

                       About CryoLife, Inc.

Founded in 1984, CryoLife, Inc. is a leader in the processing and
distribution of implantable living human tissues for use in
cardiac and vascular surgeries throughout the U.S. and Canada.


MESA AIR: Judge Delays Breakup of Delta Service Contract
--------------------------------------------------------
Bankruptcy Law360 reports that a judge has allowed Mesa Air Group
Inc. to continue acting as a regional carrier for Delta Air Lines
Inc. on a temporary basis while it considers appealing a ruling in
a contract dispute that allowed Delta to dump Mesa for failing to
maintain a service benchmark.

Judge Martin Glenn issued a ruling in a brief hearing on Monday in
the U.S. Bankruptcy Court for the Southern District of New York
giving his blessing to the deal, according to Law360.

                       About Delta Air Lines

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

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

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

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

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

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

                        *     *     *

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

                     About Mesa Air Group

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

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

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

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


MICHAEL FOODS: Moody's Reviews 'B1' Corporate Family Rating
-----------------------------------------------------------
Moody's placed the B1 CFR and other ratings of Michael Foods,
Inc., on review for possible downgrade following the announcement
Friday that its parent, M-Foods Holdings, Inc., has entered into
an agreement to be bought in a leveraged transaction by affiliates
of Goldman Sachs Capital Partners.

The transaction is valued at approximately $1.7 billion and will
materially increase the total leverage of the company.  The
transaction is subject to certain conditions, including provisions
of Hart-Scott-Rodino, the repayment of indebtedness outstanding
under the company's Amended and Restated Credit Agreement (dated
May 1, 2009) and the successful tender of at least 50.1% of the
9.75% notes at Holdings and the 8% senior subordinated notes at
Michael Foods, both due 2013.  While certain of the current
obligations will be repaid if the transaction goes through as
planned, and these instrument ratings may ultimately be withdrawn,
the review will focus on the likely weakening of credit protection
measures going forward, which could put pressure on the corporate
family and corporate default ratings as well as ratings on any
debt not tendered.  Moody's said that the given recent solid
performance of the company, any downgrade of the CFR would not
likely exceed one notch.

These ratings were placed on review for possible downgrade:

Michael Foods, Inc.

* $75 million 3.5 year 1st lien revolving credit agreement at Ba3
  (LGD3, 34%)

* $450 million senior secured Term Loans (A and B tranches) at Ba3
  (LGD3, 34%)

* $150 million 8% subordinated notes due November 2013 at B3
  (LGD5; 78%)

M-Foods Holdings, Inc. (holding company)

* Corporate family rating at B1
* Probability of default rating at B1
* 9.75% senior discount notes due 2013 at B3 (LGD6; 92%)

The most recent rating action for this issuer was in April 2009
when Moody's assigned ratings to the company's new bank facilities
and changed the outlook to positive.

Headquartered in Minnetonka, Minnesota, Michael Foods, Inc., is a
producer and distributor of egg products, cheese and other
refrigerated grocery products and potato products.  Annual sales
exceed $1.5 billion.  The company is currently 89.8% owned by
private equity firm Thomas H. Lee Partners L.P. and affiliates.


MICHAEL FOODS: S&P Puts 'B+' Rating on CreditWatch Negative
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its
ratings, including the 'B+' corporate credit rating, on
Minnetonka, Minn.-based Michael Foods Inc. on CreditWatch with
negative implications, which means that the ratings could be
lowered or affirmed upon completion of S&P's review.  This action
follows the company's May 21, 2010, announcement that its parent,
M-Foods Holdings Inc., has signed a definitive agreement to be
acquired by GS Capital Partners.  Under the terms of the proposed
sale, Thomas H. Lee Partners (the current financial sponsor) will
retain a 20% ownership stake in the business.  The transaction
values the company at approximately $1.7 billion, and is expected
to close within the next two months.

"Although the company's credit protection measures have improved
over the past five years due to improved operating performance and
reduced debt, S&P believes this leveraged buyout transaction could
weaken Michael Foods' credit profile because of the likelihood for
it to be funded with additional debt," said Standard & Poor's
credit analyst Mark Salierno.  Specific financing details have not
yet been disclosed.

S&P will resolve the CreditWatch when more information regarding
how the transaction will be financed becomes available and S&P can
assess the company's business strategy, financial policy, and the
impact that the proposed acquisition will have on the company's
capital structure.


MONDRIAN TTL: Section 341(a) Meeting Scheduled for June 8
---------------------------------------------------------
The U.S. Trustee for Region 14 will convene a meeting of Mondrian
TTL, L.L.C.'s creditors on June 8, 2010, at 12:30 p.m.  The
meeting will be held at the U.S. Trustee Meeting Room, 230 N.
First Avenue, Suite 102, Phoenix, AZ.

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

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

Phoenix, Arizona-based Mondrian TTL, L.L.C., dba Mondrian Tempe
Town Lake, filed for Chapter 11 bankruptcy protection on May 9,
2010 (Bankr. D. Ariz. Case No. 10-14140).  Susan M. Freeman, Esq.,
at Lewis and Roca, assists the Company in its restructuring
effort.  The Company estimated its assets and debts at $50,000,001
to $100,000,000.


MPM TECHNOLOGIES: Posts $386,000 Net Loss for March 31 Quarter
--------------------------------------------------------------
MPM Technologies Inc. filed its quarterly report on Form 10-Q,
showing a net loss of $386,398 on $129,576 of total revenues for
the three months ended March 31, 2010, compared with a net loss of
$362,522 on $184,073 of total revenues during the same period a
year ago.

The Company's balance sheet at March 31, 2010, showed $1.2 million
in total assets and $14.9 million in total current liabilities,
for a $13.6 million total stockholders' deficit.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?633c

As reported by the TCR on May 10, 2010, MPM Technologies Inc. said
that on May 3, its wholly owned subsidiary MPM Mining Inc. had
entered into a joint venture agreement with Forbes Financial Group
to develop the Company's mining properties.

The agreement stipulates that MPM Mining will supply all mining
data, claims, assay results, geophysical data and equipment to
the venture.  Forbes Financial Group will provide no less than
$5,000,000 of initial financing to the joint venture to commence
operations.

                      About MPM Technologies

Headquartered in Parsippany, N.J., MPM Technologies Inc.
(OTC BB: MPML) -- http://www.mpmtech.com/-- operates through its
three wholly owned subsidiaries: AirPol Inc., NuPower Inc. and MPM
Mining Inc.  During the year ended Dec. 31, 2007, AirPol was the
only revenue generating entity.  AirPol operates in the air
pollution control industry.  It sells air pollution control
systems to companies in the United States and worldwide.

The company through its wholly owned subsidiary NuPower is engaged
in the development and commercialization of a waste-to-energy
process known as Skygas.  These efforts are through NuPower's
participation in NuPower Partnership, in which MPM has a 58.21%
partnership interest.  NuPower Partnership owns 85% of the Skygas
Venture.  In addition to its partnership interest through NuPower
Inc., MPM also owns 15% of the Venture.


MSGI SECURITY: Posts $4.3 Million Net Loss for March 31 Quarter
---------------------------------------------------------------
MSGI Security Solutions Inc. filed its quarterly report Form 10-Q,
showing $4.3 million net loss on $0 total revenue for the three
months ended March 31, 2010, compared with $1.5 million net loss
on $141,000 of total revenue for the same period a year ago.

The Company's balance sheet at March 31, 2010, showed $2.1 million
in total assets and $20.3 million in liabilities, for a
stockholders' deficit of $18.2 million.

The Company did not file its Form 10-Q on time.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?633d

                        About MSGI Security

MSGI Security Solutions, Inc. (Other OTC: MSGI) --
http://www.msgisecurity.com/-- is a provider of proprietary
solutions to commercial and governmental organizations.  The
Company is developing a global combination of innovative emerging
businesses that leverage information and technology.  The Company
is headquartered in New York City where it serves the needs of
counter-terrorism, public safety, and law enforcement and is
developing new technologies in nanotechnology and alternative
energy as a result of its recently formed relationship with The
National Aeronautics and Space Administration.

In its quarterly report on Form 10-Q for the December 31, 2009
period, the Company said it has limited capital resources, has
incurred significant historical losses and negative cash flows
from operations and has no current period revenues.  As of
December 31, 2009, the Company had $1,188 in cash and no accounts
receivable.  The Company believes that funds on hand combined with
funds that will be available from its various operations will not
be adequate to finance its operations requirements and enable the
Company to meet any of its financial obligations, including its
payments under convertible notes and promissory notes for the next
12 months.

There is substantial doubt about the Company's ability to continue
as a going concern.  If the Company is unable to raise additional
funds, it may be forced to further reduce, or cease operations,
liquidate assets, renegotiate terms with lenders and others of
which there can be no assurance of success, or file for bankruptcy
protection.


NEFF CORP: Seeks to Retain Deloitte Tax as Tax Advisor
------------------------------------------------------
BankruptcyData.com reports that Neff Corp. filed with the U.S.
Bankruptcy Court motions seeking to retain Deloitte Tax (Contact:
Jeffrey P. Van Gelder) as tax advisor at these hourly rates:

  * partner, principal or director at $581 to 985,
  * senior manager at 500 to 775,
  * manager at 430 to 675,
  * senior at 336 to 540 and
  * staff at 242 to 395,

Neff Corp. also seeks to hire Deloitte & Touche (Contact: Jonathan
C. Berger) as independent auditor at these hourly rates:

  * partner, principal or director at $470 to 640,
  * senior manager at $390 to $495,
  * manager at $350 to $425,
  * senior at $260 to $330 and
  * staff at $190 to $260.

The Debtor also seeks to hire Hilco Real Estate (Contact: Joseph
A. Malfitano) as real estate advisor for these fees (Hilco may be
compensated for only one of these fee types, with the exception
that a non-economic flat fee may be earned in conjunction with any
of the other fees): restructured lease savings fee, renewal lease
savings fee, terminated lease savings fee, assignment/subleased
savings fee and non-economic flat fee.

                           About Neff Corp.

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 DEVELOPMENT: Moody's Assigns 'Ba3' Rating on $1.4 Bi. Notes
---------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to New Development
Holdings, LLC's $1.4 billion of senior secured first lien bank
facilities, being offered as a $1.3 billion senior secured term
loan and a $100 million senior secured revolver.  Proceeds from
the term loan will be used by parent Calpine Corporation (B1
Corporate Family Rating, stable) to help fund the approximate
$1.65 billion acquisition of 4,490 megawatts generation assets
owned by Connectiv Energy Holding Company (to be renamed Calpine
Mid-Atlantic Energy).  The rating outlook for NDH is stable.

The Ba3 senior secured NDH rating reflects the significant
interrelationship between Calpine and wholly-owned NDH, Calpine
Mid-Atlantic Energy and its subsidiaries as Moody's calculate that
around 80% of NDH's future operating revenues will be provided by
capacity payments from Calpine Energy Services to subsidiaries of
CMAE under 18 tolling arrangements to be effective at acquisition
close and mature no later than December 31, 2019.  These payments
along with capacity payments from a separate tolling arrangement
between Constellation Energy Commodities Group, Inc. and Calpine
Mid-Merit LLC (Delta project), effective from June 1, 2011,
through May 31, 2017, provide a very high degree of steady,
predictable cash flow over the life of the debt.  Calpine
guarantees CES' payments under its tolls and Constellation Energy
Group, Inc. (Baa3 senior unsecured, stable) guarantees CECG
payments under the Delta project toll.  Such cash flows when
combined with a cash sweep mechanism in the term loan are expected
to result in substantial principal repayments over the seven year
tenor of the term loan.

The rating also factors in the existence of monthly capacity
payments paid by PJM Interconnection LLC (Aa3 senior unsecured,
stable) to Calpine Mid-Atlantic Marketing, a CMAE subsidiary, from
the Reliability Pricing Model capacity auctions which provide a
high quality and predictable source of cash flow for CMAE and its
subsidiaries.  Over the next three years, Moody's calculate that
RPM capacity payments and payments received under the Delta toll
will represent at least 66% of the total capacity payments
expected to be paid by CES to CMAE and its subsidiaries.  Moody's
also calculates that based on the results of the May 14, 2010, RPM
capacity auction, CMAE and its subsidiaries will receive
approximately $150 million of incremental capacity payments during
the June 2013 -- May 2014 period relative to the same 2012/2013
period.  While RPM auction results can be volatile on a year-to-
year basis, Moody's believes that the CMAE generation assets will
continue to be recipients of relatively healthy capacity payments
given the transmission constrained regions that these assets
operate and the prospect that several thousand MWs of old, small,
less efficient coal-fired generation in PJM may permanently shut
down over the intermediate term.

From a flow of funds perspective, Moody's understand that PJM will
pay monthly RPM capacity payments to CMAM and that CES will act as
the authorized representative for the receipt of the CMAM funds.
CMAM will subsequently pass on the RPM capacity payments to CES
during the tenor of the CES tolls.  Importantly, in the event that
CES were to default under any of its tolling obligations with
subsidiaries of CMAE, CMAM has the right to stop passing the RPM
capacity payment to CES related to the toll or tolls that may be
in default.  Based on the outcome of the RPM capacity auctions
through May 2014 and the existence of the Delta toll with CECG, in
the unlikely event that CES were to default on all of its tolling
obligations with CMAE subsidiaries, Moody's calculates that NDH
would still be able to generate modest amounts of positive free
cash flow over this period.

The rating further acknowledges that the financing structure
features a 50% excess cash flow sweep which should facilitate a
fairly rapid principal reduction over the tenor of the term loan.
Moody's calculate that at maturity in 2017, the issuer's debt will
be reduced by nearly 50% from the original $1.3 billion with the
expected refinancing amount representing debt/ kW of less than
$200 / kW when considering all of CMAE's generation assets, and
debt / kW of less than $250 / kW when considering only the newest
generation assets (approximately 3,023 MW).  Moody's believe that
this level of remaining refinancing risk appears manageable,
particularly when one considers the locational value of the
assets.

Through various subsidiaries, Calpine is responsible for the
maintenance, operation, and the delivery of fuel to the CMAE
plants through bilateral agreements, all of which are guaranteed
by Calpine.  Additionally, one of Calpine's subsidiaries, Calpine
Construction Management Company, Inc., will provide construction
management services for the Delta project, which is expected to be
completed by June 2011.  Approximately $65 million of proceeds
from the secured term loan will be used to fund the remaining
construction costs of this project.

Moody's observes that the projected standalone credit metrics
appropriately position the NDH subsidiary within the "Ba" rating
category, based upon Moody's financial metric ranges outlined in
the Rating Methodology: Unregulated Utilities and Power Companies,
published in August 2009.  Specifically, cash flow (CFO pre-W/C)
to debt, retained cash flow to debt, and free cash flow to debt is
expected to average 15%, 9%, and 6%, respectively from 2011
through 2013, while cash flow coverage of interest expense is
expected to average more than 3.0x over the same next three year
period.  Notwithstanding these standalone metrics and the
existence of non-Calpine related sources of cash flow, Moody's
believes that the rating on NDH's senior secured debt will remain
closely aligned with Calpine's B1 Corporate Family Rating given
the degree of interdependence that exists with the parent.
Moreover, any rating change at Calpine would likely result in a
similar rating action for NDH.

Calpine's B1 CFR incorporates the continued improvement in
financial metrics since the company's February 2008 emergence from
bankruptcy, and the likelihood of a strengthened financial
performance in the future based upon the incremental earnings and
cash flow contributions from the CMAE assets along with the
expected incremental contribution from new projects and new
contracts with a number of end-use customers.  The rating
considers the company's hedging program, a favorable environmental
profile, the diversification and newness of the Calpine generation
fleet, and an expectation for continued strong operating
performance.  For more information on Calpine, please refer to the
May 5th press release and the most recent Credit Opinion, both of
which can be found on moodys.com.

Regarding the acquisition, Calpine will not acquire Connectiv's
trading book, collateral requirements or load-serving auction
obligations, and Calpine will not assume any off-site
environmental liabilities or pre-close pension and retirement
welfare liabilities.  Including closing costs and other related
expenditures, total consideration to complete the acquisition is
expected to be $1.84 billion which will be funded by the
NDH $1.3 billion secured term loan and $540 million of corporate
cash.  Calpine has entered an agreement to sell its Rocky Mountain
and Blue Spruce generation plants to Public Service Company of
Colorado for $739 million, which should close at year-end 2010.
Net proceeds for Calpine from this transaction are expected to
approximate $400 million after the repayment of subsidiary level
debt which will release about $90 million in restricted cash.

The term loan will mature in seven years from closing while the
revolver will mature in three years.  Both the term loan and
revolver will be secured on a first lien basis by most of the
assets owned by CMAE, which includes eighteen generating plants
aggregating 3,860 MW located in Delaware, Pennsylvania, New
Jersey, Maryland and Virginia, as well as the contracts entered
into by CMAE and its subsidiaries, including CMAM.  Moody's
observes that the Delta project, a 565 MW natural gas-fired
project under construction, and the related CECG tolling
obligation are not included in the collateral package due to
restrictions under the toll.  Upon the May 31, 2017 expiry of this
toll, the Delta project will be included in the collateral
package.  All obligations of NDH under the facilities and any
obligations under any interest rate protection arrangements will
be unconditionally guaranteed by each existing and subsequently
acquired domestic wholly owned subsidiaries of NDH (Subsidiary
Guarantors).  The facilities, the guarantees and any interest rate
protection agreements will be secured by substantially all the
assets of NDH and each Subsidiary Guarantor, with certain
exceptions, with the above referenced Delta project being the only
meaningful exception.  The term loan and revolver will have a
maximum leverage ratio and a minimum interest coverage ratio.
Given the expected predictability in the issuer's cash flow,
Moody's believe NDH should be able to maintain ample head room
under these covenants.

In light of NDH's dependence on Calpine and its affiliates for
revenues, O & M support and construction services, NDH's stable
rating outlook mirrors that of Calpine's.  The stable rating
outlook for Calpine reflects Moody's expectation for execution of
the company's strategy through strong plant performance and a
carefully implemented hedging strategy which is expected to result
in free cash flow generation helping to facilitate continued
consolidated debt reduction.

While limited prospects exist for the Calpine or NDH rating to be
upgraded in the near-term, Calpine's CFR could be upgraded if
Calpine's ratio of free cash flow to debt reaches the high single
digits, if Calpine's cash flow to debt exceeds 12%, and if the
company's coverage of interest expense is above 2.3x on a
sustainable basis.

Calpine's rating could be downgraded if the company does not to
execute on its business plan resulting in the company's cash flow
to debt declining below 7%, and its cash coverage of interest
expense falling below 1.8x for an extended period.

Moody's last rating action on Calpine occurred on May 5, 2010,
when the ratings were upgraded, including the company's CFR to B1
from B2.  This is the first time that Moody's is assigning a
rating to NDH.

The ratings for NDH's bank loan were determined using Moody's Loss
Given Default methodology.  Based upon Calpine's B1 CFR and PDR,
the LGD methodology suggests a B1 for NDH's senior secured
revolver and term loan.  The Ba3 rating incorporates the
substantial collateral coverage of NDH debt over the life of the
loan given the existence of the excess cash flow sweep, the fact
that a majority of the contracted cash flows are ultimately
sourced by payments from non-Calpine, investment-grade rated
entities, and the fact that cash flows from the RPM auction can
stay at CMAE and its subsidiaries in the event that CES defaults
on its tolling obligations.

Assignments:

Issuer: New Development Holdings, LLC

  -- Senior Secured Bank Credit Facility, Assigned Ba3, LGD3 42%
  -- Senior Secured Bank Credit Facility, Assigned Ba3, LGD3 42%

Headquartered in Houston, Texas, Calpine is a major U.S.
independent power company with assets of $16.65 billion at
December 31, 2009.  Upon closing the CMAE acquisition, Calpine
will have aggregate generating capacity of 28,297 MW.

NDH wholly owns CMAE, which will have a mid-merit focused business
with 4,490 MW of generation assets in eastern PJM, 3,860 MW in
operation across 18 power plants in four states and one 565 MW
CCGT plant under construction in Pennsylvania.  Moody's understand
that the transaction has received Hart-Scott-Rodino approval and
Moody's understand that the acquisition is targeted to close on or
around June 30, 2010.


NEW DEVELOPMENT: S&P Assigns 'BB-' Rating on $1.4 Bil. Loan
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'BB-'
preliminary rating to the proposed $1.4 billion first-lien senior
secured facilities at New Development Holdings LLC and assigned a
recovery rating of '1' to the facilities, indicating S&P's
expectation for very high (90%-100%) recovery in the event of a
payment default.  The facilities consist of a $1.3 billion term
loan and a $100 million revolving credit/letter of credit
facility.

"The rating reflects the fully contracted nature of cash flows for
the life of the debt and strong coverage ratios, but is limited by
counterparty exposure to Calpine Corp.," said Standard & Poor's
credit analyst Swami Venkataraman.

The proceeds of the term loan, along with $540 million in
corporate cash, will finance the acquisition of sponsor Calpine
Corp. of Conectiv Energy, to be renamed Calpine Mid-Atlantic
Energy LLC, from Pepco Holdings for $1.65 billion plus adjustments
for working capital and fuel inventory and to finance the
remaining construction costs (about $65 million) of the 545-
megawatt Delta combined-cycle gas plant.  The transaction is
expected to close on July 1, 2010.  CMAE is a mid-merit focused
business with 4,490 MW of generation strategically concentrated in
Eastern PJM.  NDH is a special-purpose, intermediate holding
company that is 100% owned by Calpine and that owns 100% of CMAE.

The stable outlook reflects the fully contracted nature of the
project's revenues as well as Calpine's strong reputation as an
operator of gas-fired power plants.  Movement of the project
rating is essentially tied to movement on the Calpine rating given
the pervasive operational, financial, and ownership linkages.


NEW LEAF: Posts $2.7 Million Net Loss for March 31 Quarter
-----------------------------------------------------------
New Leaf Brands, Inc., filed its quarterly report Form 10-Q,
showing a $2.7 million net loss on $954,549 of total revenues for
the three months ended March 31, 2010, compared with a
$1.9 million net loss on $701,789 of total revenues during the
same period a year earlier.

The Company's balance sheet at March 31, 2010, revealed
$6.6 million in total assets and $6.1 million in total
liabilities, for a $521,333 million total stockholders' equity.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?632a

Scottsdale, Ariz.-based New Leaf Brands, Inc. develops, markets
and distributes healthy and functional ready-to-drink teas under
the New Leaf(R) brand.

                           *     *     *

According to the Troubled Company Reporter on April 8, 2010,
Mayer Hoffman McCann P.C., in Phoenix, Ariz., 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, has a working
capital deficiency, was not in compliance with certain financial
covenants related to debt agreements, and has a significant amount
of debt maturing in 2010.

The Company's balance sheet as of December 31, 2009, showed
$6.8 million in assets, $5.1 million of debts, and $1.7 million of
stockholders' equity.


NORD RESOURCES: Posts $1 Million Net Income for March 31 Quarter
----------------------------------------------------------------
Nord Resources Corporation filed its quarterly report on Form 10-
Q, showing a $1.0 million net income on $6.0 million of net sales
for the three months ended March 31, 2010, compared with a
$655,324 net income on $1.4 million of net sales for the same
period a year ago.

The Company's balance sheet at March 31, 2010, showed
$67.0 million in total assets and $56.7 million in total
liabilities, for a $10.2 million total stockholders' equity.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?633e

                       About Nord Resources

Based in Tuczon, Arizona, Nord Resources Corporation
(TSX:NRD/OTCBB:NRDS.OB) -- http://www.nordresources.com/-- is a
copper mining company whose primary asset is the Johnson Camp
Mine, located approximately 65 miles east of Tucson, Arizona.
Nord commenced mining new ore on February 1, 2009.

                           *     *     *

According to the Troubled Company Reporter on May 10, 2010, Nord
Resources Corporation is facing a Thursday deadline to make
payments under a copper hedge agreement and a credit facility with
Nedbank Capital Limited.

In March 2009, Nord agreed with Nedbank to amend and restate its
credit agreement to provide for, among other things, the deferral
of certain principal and interest payments until December 31,
2012, and March 31, 2013.  While Nord made the scheduled principal
and interest payments that were due on September 30 and December
31, 2009, in the approximate amounts of $2.3 million each, the
Company was unable to make the scheduled principal and interest
payment due on March 31, 2010, in the approximate amount of
$2.2 million.

Nord and Nedbank entered into an unconditional forbearance and
extension agreement dated March 30, 2010, that allowed for a
forbearance period of 21 days to negotiate an amendment to the
credit agreement as it pertains to the March 31, 2010 payment and
other terms therein.  That agreement was then extended to May 13,
2010.


NORTEL NETWORKS: Employment Pact With Head Strategist Approved
--------------------------------------------------------------
Nortel Networks Inc. and its affiliated debtors obtained approval
from the U.S. Bankruptcy Court of an employment agreement they
entered into with George Riedel as chief strategy officer and
president for business units of Nortel.

Mr. Riedel has served as CSO of Nortel since February 2006, and
was anticipated to leave the company on March 31, 2010.  However,
he was offered continued employment in light of the remaining
work to be done in Nortel, including the completion of the sale
of the Carrier VoIP and Application Solutions business.

Under the Employment Agreement, Mr. Riedel's new position will be
that of Chief Strategy Officer and President for Business Units.
In this capacity, he will report directly to the Boards of
Directors of Canada-based Nortel Networks Corp. and Nortel
Networks Ltd., Ernst & Young Inc. and NNI's principal officer.

Teams overseeing Nortel's CVAS business, Multi-Service Switch
business and the LG-Nortel Co. Ltd. joint venture as well as the
intellectual property team will report to Mr. Riedel.

Pursuant to the Employment Agreement, Mr. Riedel will be paid a
base salary of $600,000.  As a participant in the Nortel Networks
Ltd. Annual Incentive Plan, Mr. Riedel's annual AIP target award
will be 100% of his base salary.  Mr. Riedel will also be
eligible to receive a special incentive payment of up to
$3.47 million.

Mr. Riedel's employment will terminate on January 1, 2011.  It
may be extended though upon agreement with NNI's principal
officer and Ernst & Young.

As part of the Riedel Employment Agreement, the Debtors also
propose to entitle Mr. Riedel to an award under the Key Executive
Incentive Plan upon achievement of the "third milestone," which
refers to a confirmation by the Bankruptcy Court of NNI's plan of
reorganization or a confirmation by the Ontario Superior Court of
Justice of NNC's plan of restructuring or arrangement.

                      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: Proposes to Expand Hitachi IP Agreement
--------------------------------------------------------
Nortel Networks Inc. and its affiliates seek approval from the
U.S. Bankruptcy Court for the District of Delaware and the
Ontario Superior Court of Justice to amend their agreements with
Hitachi Ltd. in a bid to expand the intellectual property rights
licensed to Hitachi.

The contracts include an intellectual property license agreement
dated December 8, 2009, and a transition services agreement dated
December 7, 2009.  The agreements were inked in connection with
the sale of Nortel's Next Generation Packet Core business to
Hitachi.

Hitachi, a Japanese multinational corporation, was selected as
the winning bidder at an auction held in October 2009 for the
sale of the Nortel Packet Core business.  It offered to acquire
the business for $10 million.

Nortel proposed the amendment to allow Hitachi to sublicense some
of its intellectual property to an unaffiliated third party.  In
return, Nortel will receive an additional licensing fee of
$500,000 to be deposited in an escrow account.

The proceeds in the escrow account will be held subject to
allocation among the various Nortel units that may have a claim
to the proceeds.

Ernst & Young Inc., the firm appointed to monitor the assets of
NNI's Canadian affiliates, expressed support for the approval of
the proposed amendment.  In its 46th monitor report, E&Y said the
proposed amendment is appropriate and that the additional
licensing fee is reasonable.

A full-text copy of the Amended Hitachi Agreements is available
for free at:

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

The Bankruptcy Court will consider approval of the proposed
amendment at a May 24, 2010 hearing.

                      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 Canada Nod for Ericsson Share Purchase
-------------------------------------------------------------
Nortel Networks Ltd. and its Canadian affiliates sought and
obtained an order from the Ontario Superior Court of Justice
approving a share purchase agreement with Telefonaktiebolaget LM
Ericsson.

The Share Purchase Agreement dated April 21, 2010, authorizes NNL
to sell its shares in LG-Nortel Co. Ltd. to Sweden-based
Ericsson.  Ericsson agreed to pay NNL an amount in cash equal to
a preliminary purchase price of $242 million, net of certain
taxes, which will be subject to certain post-closing adjustments.

NNL owns 118,001 shares of common stock and two shares of
contingent voting preferred stock in LG-Nortel, a joint venture
between NNL and LG Electronics Inc. in South Korea.

In connection with the sale, NNL also obtained permission from
the Canadian Court to execute a termination agreement with LG
Electronics and Nortel Networks Korea Ltd.

The Termination Agreement provides for a waiver by LG Electronics
of certain rights it has under an August 17, 2005 joint venture
agreement, which authorized the formation of LG-Nortel, to permit
the transfer of the Nortel shares to Ericsson.  It also
authorizes either the termination or amendment of the JV
Agreement.

Ernst & Young Inc., the firm appointed to monitor the assets of
NNL and its Canadian affiliates, expressed support for the
approval of the Share Purchase Agreement and the Termination
Agreement.  In its 44th monitor report, E&Y said it believes the
deal represents the best transaction available for the sale of
NNL's shares.

Full-text copies of the Share Purchase Agreement and the
Termination Agreement are available for free at:

  http://bankrupt.com/misc/Nortel_SPAgreementLG.pdf
  http://bankrupt.com/misc/Nortel_TerminationAgreementLG.pdf

The Share Purchase Agreement marks the sale of one of only a few
remaining assets of Nortel.  Still remaining are various Nortel
patents and Nortel's Passport division, which provides non-
optical equipment and was a portion of the Metro Ethernet
Networks unit that was not sold to Ciena Corp. in a $521-million
deal last year, according to a report by The Toronto Star.

Nortel spokeswoman Jamie Moody said it is not yet clear what will
happen to the remaining Nortel assets, which also include
potential tax-loss recoveries that could be used by a profitable
company, Toronto Star related.

In an e-mail message, Ms. Moody said Nortel will assess other
restructuring alternatives for its remaining businesses in the
event it is unable to maximize value through sales, 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: Seeks Canada Nod for Ogilvy to Release Escrow
--------------------------------------------------------------
Nortel Networks Ltd. asks the Ontario Superior Court of Justice
to direct Ogilvy Renault LLP to turn over about $1.9 million.

Ogilvy serves as the escrow agent for the funds, which NNL put up
in connection with a sublease it entered into with eBay CS
Vancouver Inc.  The parties' contract authorized eBay to lease
from NNL a property located in Burnaby, British Columbia.

Pursuant to an escrow agreement, eBay could use the escrow funds
to pay the difference between the amounts NNL paid to the
landlord and the amounts eBay paid to NNL under the sublease.
The agreement provides for a release of the escrow funds to NNL
upon confirmation to the escrow agent of eBay's termination of
the sublease.

NNL says the escrow funds no longer support any obligation
between the parties after eBay repudiated its lease with the
landlord and after eBay vacated the property.  The landlord is
not entitled to the escrow funds pursuant to the escrow
agreement, NNL maintains.

                      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)


NUTRA PHARMA: Posts $300,782 Net Loss for Q1 2010
-------------------------------------------------
Nutra Pharma Corp. filed its quarterly report on Form 10-Q,
showing a net loss of $300,782 on $864,424 of revenue for the
three months ended March 31, 2010, compared with a net loss of
$320,913 on $18,230 of revenue for the same period of 2009.

The Company's balance sheet as of March 31, 2010, showed
$1,222,045 in assets and $2,561,027 of liabilities, for a
stockholders' deficit of $1,338,982.

Kingery & Crouse P.A., in Tampa, Fla., 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 incurred significant losses from operations and has
working capital and stockholder deficits.

For the period ended March 31, 2010, the Company has an
accumulated deficit of $26,873,625 and working capital and
stockholders' deficits of $1,477,301 and $1,338,982, respectively.

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

                   http://researcharchives.com/t/s?6321

Coral Springs, Fla.-based Nutra Pharma Corp. is a
biopharmaceutical company that engages in the acquisition,
licensing and commercialization of pharmaceutical products and
technologies as well as homeopathic and ethical drugs for the
management of pain, neurological disorders, cancer, autoimmune and
infectious diseases.


OCEAN PARK: Section 341(a) Meeting Scheduled for June 8
-------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of Ocean
Park Hotels - TOY LLC and Ocean Park Hotels - TOP, LLC's creditors
on June 8, 2010, at 11:00 a.m.  The meeting will be held at Room
105, 21051 Warner Center Lane, Woodland Hills, CA 91367.

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

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

San Luis Obispo, California-based Ocean Park Hotels - TOY LLC --
tra Courtyard by Marriot-Thousand Oaks/Ventura; dba Marriott
Courtyard, Courtyard-Thousand Oaks, and Marritott Courtyard-
Thousand Oaks -- filed for Chapter 11 bankruptcy protection on
May 6, 2010 (Bankr. C.D. Calif. Case No. 10-15358).  Jeffrey N.
Pomerantz, Esq., who has an office in Los Angeles, California,
assists the Company in its restructuring effort.  The Company
estimated its assets and debts at $10,000,001 to $50,000,000.

The Debtor's affiliate, Ocean Park Hotels -TOP, LLC (Case No. 10-
15359) filed a separate Chapter 11 petition on May 6, 2010.


OK ETON: Case Summary & 10 Largest Unsecured Creditors
------------------------------------------------------
Debtor: OK Eton Square, LP
        1750 Valley View, Suite 110
        Dallas, TX 75234

Bankruptcy Case No.: 10-33583

Chapter 11 Petition Date: May 24, 2010

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

Judge: Barbara J. Houser

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

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

The petition was signed by Ronald Akin, President of General
Partner.

Debtor's List of 10 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Peevy Construction                 --                      $64,000
20 South 129th East Avenue
Tulsa, OK 74108

Regis Property Mgmt                --                      $27,330
1800 Valley View Lane
Dallas, TX 75234

Public Svc Co of Oklahoma          --                       $7,274
P.O. Box 24421
Canton, OH 44701-4421

Advance Security                   --                       $1,081

Terry R Tucker Enterprises         --                       $1,025

Universal Roofing                  --                         $768

Baker's Plumbing                   --                         $225

Charles Pest Control               --                         $160

Ace Air Inc                        --                          $70

Guardian Security Systems          --                          $12


OTTER TAIL: Posts $2.3 Million Net Loss in Q1 2010
--------------------------------------------------
Otter Tail Ag Enterprises, LLC, filed its quarterly report on Form
10-Q, showing a net loss of $2.3 million on $24.3 million of
revenue for the three months ended March 31, 2010, compared with a
net loss of $4.7 million on $22.7 million of revenue for the same
period of 2009.

The Company's balance sheet as of March 31, 2010, showed
$106.9 million in assets, $89.6 million in liabilities, and
$17.3 million of members' equity.

On February 25, 2010, the Company filed a Chapter 11 plan of
reorganization and disclosure statement.  Under the plan, all
equity interests will be cancelled.  Unsecured creditors and
rejected claims will be paid at least 12.5% of their claims and
unsecured convenience claims will be paid in full.

On April 8, 2010, the Company submitted a motion to extend its
exclusive right to file a plan.  This motion was denied at a
hearing held on April 22, 2010.  The Company's exclusivity period
lapsed at the end of April.

At a hearing held on May 12, 2010, the Bankruptcy Court failed to
reach a decision regarding the Company's Chapter 11 Plan.  The
next hearing is currently set for May 26, 2010.

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

                  http://researcharchives.com/t/s?6336

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, 2009 (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 FUEL: Files for Chapter 7 Liquidation
---------------------------------------------
BankruptcyData.com reports that Pacific Fuel Cell filed for
Chapter 7 liquidation (Bankr. C.D. Calif. Case No. 10-16815).  The
Company is represented by R. Gibson Pagter, Jr. of Pager and
Miller.  The U.S. Trustee has scheduled a Juen 30 June 30, 2010,
meeting of creditors under Sec. 341 of the Bankruptcy Code.
Pacific Fuel manufactures bipolar plates, end plates and flow
plates for fuel cells.


PARADISE ESTATES: Case Summary & 4 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Paradise Estates, LLC
        17695 Washington Street, #16
        Dumfries, VA 22026

Bankruptcy Case No.: 10-14271

Chapter 11 Petition Date: May 24, 2010

Court: U.S. Bankruptcy Court
       Eastern District of Virginia (Alexandria)

Judge: Robert G. Mayer

Debtor's Counsel: Kevin M. O'Donnell, Esq.
                  Henry & O'Donnell, P.C.
                  300 N. Washington Street, Suite 204
                  Alexandria, VA 22314
                  Tel: (703)548-2100
                  Fax: (703)548-2105
                  E-mail: kmo@henrylaw.com

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

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

According to the schedules, the Company says that assets total
$4,024,983 while debts total $2,582,826.

A copy of the Company's list of 4 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/vaeb10-14271.pdf

The petition was signed by David L. Campbell, manager/owner.


PEABODY ENERGY: Fitch Affirms Issuer Default Rating at 'BB+'
------------------------------------------------------------
Fitch Ratings has affirmed these ratings for Peabody Energy
Corporation:

  -- Issuer Default Rating at 'BB+';
  -- Senior unsecured notes at 'BB+';
  -- Senior unsecured revolving credit and term loan at 'BB+';
  -- Convertible junior subordinated debentures due 2066 at 'BB-'.

The Outlook is Stable.

Peabody Energy Corporation's credit ratings reflect large, well
diversified operations, good control of low-cost production,
strong liquidity and moderate leverage.

Liquidity at quarter's end was strong, with cash on hand of
$1 billion and availability under the company's revolver of
$1.5 billion.  Total debt with equity credit/EBITDA for the latest
12 months ended March 31, 2010, was 2.1 times.  Peabody has
substantial legacy liabilities and adjusted leverage was 3.1x for
the year ended Dec. 31, 2009.

Capital expenditures in 2010 are expected to be up to
$650 million, excluding federal coal reserve lease payments,
which are estimated at $25 million for 2010.  Interest expense
is expected to be between $205 million and $210 million for the
year.  Peabody is targeting 2010 EBITDA of at least $1.6 billion
which Fitch believes should be attainable given the company's
contract position and markets for its Australian coals.

Fitch expects operating cash flows will cover capital expenditures
and dividends of about $75 million per year amply over the next
12-18 months.  Scheduled maturities of debt are $14.1 million in
2010, $505.2 million in 2011, $22.1 million in 2012,
$689.5 million in 2013, and $21.5 million in 2014.  Fitch expects
Peabody to replace its revolver and term loan maturing in 2011 by
the end of 2010.  Peabody should remain well within its financial
covenants of a maximum consolidated leverage ratio of 3.25x and a
minimum interest coverage ratio of 2.50x.

The Stable Outlook reflects Fitch's expectation that:

  -- Peabody will continue to invest in Australia to the extent of
     its free cash flow;

  -- Any significant leveraged acquisitions will be financed in a
     balanced manner with some cash on hand and/or equity;

  -- Total debt with equity credit/EBITDA will remain below 2.5x
     over the next 18 months.

Fitch would consider a negative rating action if there were a
substantial recapitalization or a significant debt financed
acquisition.

Peabody is the largest U.S. coal producer, fueling 10% of domestic
electricity generation and the fifth largest coal producer in
Australia.  In 2009, Peabody sold 244 million tons of coal and had
year-end reserves of 9 billion tons.


PERRY YOUNG: Case Summary & 8 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Perry B. Young
        4278 Muirwood Circle
        Reno, NV 89509

Bankruptcy Case No.: 10-51987

Chapter 11 Petition Date: May 24, 2010

Court: U.S. Bankruptcy Court
       District of Nevada (Reno)

Judge: Gregg W. Zive

Debtor's Counsel: Kevin A. Darby, Esq.
                  Darby Law Practice, Ltd.
                  4777 Caughlin Parkway
                  Reno, NV 89519
                  Tel: (775) 322-1237
                  Fax: (775) 996-7290
                  E-mail: kevin@darbylawpractice.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 8 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/nvb10-51987.pdf

The petition was signed by the Debtor.


PHEASANT RUN: Unsecureds to Recover Claims in 4.5 Years
-------------------------------------------------------
Pheasant Run Apartments, L.P., filed with the U.S. Bankruptcy
Court for the Southern District of Indiana a reorganization plan
and explanatory disclosure statement.

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

According to the Disclosure Statement, the Plan provides for the
Reorganized Debtor to use the cash and liquidated assets to fund
the payments due.  The remaining funds will be retained by the
Reorganized Debtor to be used in the ordinary course of business
to maintain the operation of the rental property and to fund the
installment payments due after the effective date of the Plan.

Under the Plan, the secured claim of Republic Bank to be paid in
accordance with the modification agreement between the bank and
the Debtor.

Convenience class of general unsecured claims will receive a
distribution of 100% of the allowed amount of their claims, up to
$15,0000, of which 50% will be paid on or before 45 days after the
effective date.

General unsecured claims which are more than $15,000 will receive
a distribution of 100% of the allowed amount of their claims in
biannual installments of 12.5% each made by the Reorganized Debtor
over the course of 4.5 years.

Equity holders are not entitled to any distribution until all of
the classes are paid in full.

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

The Debtor is represented by:

     Stahl Cowen Crowley Addis, LLC
     Scott N. Schreiber, Esq.
     Shelly A. DeRousse, Esq.
     55 West Moore, Suite 1200
     Chicago, IL 60603
     Tel: (312) 377-7766

               About Pheasant Run Apartments, L.P.

Indianapolis, Indiana-based Pheasant Run Apartments, L.P.,
operates a 20-acre, 184-unit apartment complex.  The Company filed
for Chapter 11 bankruptcy protection on March 11, 2010 (Bankr.
S.D. Ind. Case No. 10-03060).  According to the schedules, the
Company has assets of $10,711,300, and total debts of $10,463,300.


PRINCETON OFFICE: Plan Confirmation Order Stayed
------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey stayed
the confirmation order for Princeton Office Park, LP's Plan of
Reorganization, pending appeal.

Plymouth Park Tax Services LLC, a secured creditor, sought for the
stay of the Court's order.

On May 10, the Court confirmed the Debtor's amended Plan as of
September 8, 2009.

According to the amended Plan, the monies necessary for funding
this Plan will be derived from a loan from United States Land
Resources, L.P., a New Jersey Limited Partnership, the general
partner of Princeton GP.

Under the Plan, Class One Claim will be paid its allowed claim in
four equal quarterly installments with interest.

Class Four Claims, if any, will be paid in full without interest
by the Debtor in cash on the effective date.

The Class Five General Unsecured Claims will be paid (i) interest
at the Interest rate from and after the effective Date; (ii)
quarterly principal and interest payments starting on the first
day of the third month succeeding the Effective Date with a
balloon on the last (20th) payment, and (iii) amortization over 25
years.

The Class Six equity interest holders will be retained by the
equity interest holders.

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

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

The Debtor is represented by:

     Norris, McLaughlin & Marcus, PA
     721 Route 202-206
     P.O. Box 5933
     Bridgewater, NJ 08807-5933
     Tel: (908) 722-0700

                    About Princeton Office Park

Headquartered in Morristown, New Jersey, Princeton Office Park,
LP, is a real estate development company.  The assets of the
Company consist of approximately 170,000 square feet of building
on 37 acres located at 4100 Quakerbridge Road, Township of
Lawrence, Mercer County, New Jersey.  The property has been re-
zoned for multi-family residental use at 10 units per acre or 370
units.

Princeton Office Park GP, L.P. holds a 50% equity interest in the
Debtor.  Princeton GP's general partner is United States Land
Resources, L.P., a New Jersey limited partnership, whose general
partner is United States Realty Resources, Inc., a New Jersey
corporation.  Lawrence S. Berger is the president of USRR.  The
Debtor's limited partners is Success Truehand GmbH, which holds a
31.67% equity interest in the Debtor.

The Company filed for Chapter 11 protection on September 9, 2008
(Bankr. D. N.J. Case No. 08-27149).  Melissa A. Pena, Esq., at
Norris, McLauglin & Marcus, in New York, and Morris S. Bauer,
Esq., at Norris McLaughlin & Marcus PA, in Bridgewater, New
Jersey, represent the Debtor as counsel.  In its schedules, the
Debtor listed total assets of $25,000,000 and total debts of
$2,517,370.


R. ESMERIAN: Facing Involuntary Chapter 7 Petition
--------------------------------------------------
Ralph Esmerian, who owned liquidated antique jewelry retailer Fred
Leighton LLC, and his company R. Esmerian Inc. were hit with
involuntary Chapter 7 petitions (Bankr. S.D.N.Y. Case Nos.
10-12721 and 10-12719) by creditors alleging they are owed
$40 million.

According to The Wall Street Journal, Stewardship Credit Arbitage
Fund LLC, Stewardship Credit Arbitage Fund Ltd. and Northlight
Fund LP claim to be owed $40 million in total and related that the
debt stems from a $25 million loan made in December 2006 to R.
Esmerian Inc. from Acorn Capital Group LLC.  The funding was
eventually increased to $40 million and assigned as promissory
notes to the three creditors, who now say they're owed interest
and other fees, in addition to the principal.

Bloomberg News recounts that secured lender Merrill Lynch Mortgage
Capital Inc. precipitated the Fred Leighton Chapter 11 filing in
April 2008 by filing suit in state court to hold a foreclosure
auction.  Ultimately, Fred Leighton was liquidated under a Chapter
11 plan proposed by Merrill.  The Leighton plan was confirmed in
November 2009.

The Journal relates that Mr. Esmerian was the one who ushered Fred
Leighton into Chapter 11 in 2008, seeking to dodge an attempt by
Christie's to put a $75 million collection of jewels on the
auction block, at the request of lender Merrill Lynch.  The
jeweler eventually sold some of its assets to a group led by
Madison Avenue jeweler Kwiat -- but Esmerian couldn't prevent the
Christie's sale entirely.  A 2009 Christie's auction of select
Fred Leighton jewels brought in $15.3 million to the estate.


RADIAN GROUP: S&P Raises Counterparty Credit Rating to 'CCC+'
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its local
currency counterparty credit and senior unsecured debt ratings on
holding company Radian Group Inc. to 'CCC+' from 'CCC'.  The
outlook is negative.

Standard & Poor's believes that Radian will use the proceeds of
its recent issuance of $550 million in common stock to fund
working capital requirements and for general corporate purposes,
including capital support for the mortgage insurance operating
subsidiaries.

"S&P understands that management intends, as much as possible, to
hold the funds at the holding company to maximize its flexibility
in using them," said Standard & Poor's credit analyst Dick P.
Smith.

Liquidity at the holding company has improved in the past two
quarters as resources relative to needs have improved.  The
holding company has reported that it believes it has sufficient
liquidity to meet its obligations into 2012.

To the extent that Radian doesn't use proceeds to support
operating company capital, the sale of common equity enhances
holding company liquidity, providing an added cushion against
adverse developments and/or extending the time frame for which
liquidity resources can meet obligations.

However, even if a significant portion of the proceeds get
downstreamed to the operating mortgage insurance companies, the
holding company has sufficient resources to meet near-term
obligations.

Because of ongoing economic uncertainty and the ultimate losses
that may be realized, the local currency financial strength
ratings for the mortgage insurance operating companies -- Radian
Guaranty Inc., Radian Insurance Inc., Radian Mortgage Insurance
Inc., and Amerin Guaranty Corp. -- remain unchanged at 'B+'.

The outlooks on Radian Group and Radian Guaranty are negative,
largely reflecting ongoing economic uncertainty and the potential
for litigation risk relating to rescission activity.


RADIENT PHARMACEUTICALS: Posts $2.5 Mil. Net Loss for March 31 Qtr
------------------------------------------------------------------
Radient Pharmaceuticals Corporation filed its quarterly report on
Form 10-Q, showing a $2.5 million net loss on $36,842of  net
revenues for the three months ended March 31, 2010, compared with
$1.6 million net loss on $2.7 million net revenues for the same
period a year earlier.

The Company's balance sheet at March 31, 2010, revealed
$26.3 million in total assets and $7.0 total liabilities, for a
total stockholders' equity of $19.2 million.

The Company failed to file Form 10-Q on-time.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?6328

                   About Radient Pharmaceuticals

Headquartered in Tustin, California, Radient Pharmaceuticals
Corporation is an integrated pharmaceutical company devoted to the
research, development, manufacturing, and marketing of diagnostic,
and premium skin care products.

In its April 15, 2010 report, KMJ | Corbin & Company LLP in Costa
Mesa, California, noted that the Company has incurred a
significant operating loss in 2009 and negative cash flows from
operations in 2009 and has an a working capital deficit of
approximately $4.2 million at December 31, 2009.  These items
raise substantial doubt about the Company's ability to continue as
a going concern.


RENO-SPARKS INDIAN: Fitch Affirms 'BB' Issuer Default Rating
------------------------------------------------------------
Fitch Ratings takes this rating action on Reno-Sparks Indian
Colony, NV as part of its continuous surveillance efforts:

  -- Long-term Issuer Default Rating affirmed at 'BB'.

The Rating Outlook is Stable.

Rating Rationale:

  -- The rating reflects the overall operations of the RSIC for
     which financial resources are solely dependent upon
     economically sensitive and concentrated sales and excise
     taxes in a region hit particularly hard by the economic
     downturn.

  -- RSIC has a modest level of financial flexibility exacerbated
     by economic downturn, with few signs of recovery and delay in
     key economic development projects.

  -- Overall tribal services are largely supported by enterprise
     fund operations which have shown some improvement due to
     competitive pricing and a tribal tax advantage which has
     allowed RSIC tobacco sales to buck national and regional
     trends.

  -- Financial management is solid reflected in expenditure cuts
     resulting in continued, albeit slower than originally
     planned, reduction of the cumulative general fund deficit.

  -- Diversification away from tobacco sales and excise tax
     dependency should create more financial stability over the
     long term although a high level of concentration is likely to
     remain.

  -- RSIC maintains additional financial resources outside of the
     general and enterprise funds which can provide short-term
     financial cushion if needed.

Key Rating Drivers:

  -- Continued improvement in financial performance is dependent
     upon RSIC's ability to manage spending against fluctuations
     in enterprise fund revenues, which provide the majority of
     RSIC resources.

  -- Demonstrated diversification of sales tax revenues and
     ability to manage an increase in fixed costs associated with
     further leverage could reduce the overall risk profile for
     the credit.

Summary:

The tribe's authority to levy and collect sales and excise taxes
on businesses operating on tribal trust land is generated from an
agreement with the state signed in 1991.  Tribal trust land
consists of about 2,000 non-contiguous acres in and around
downtown Reno, Nevada.  The agreement stipulates that the tribe
must charge a rate at least equivalent to the state's sales and
excise taxes on tobacco products (sold at its smoke shops) but
because it does not pay taxes on tobacco product purchased for
sale, maintains an important pricing advantage over its non-tribal
competitors.  The tribe has flexibility on sales taxes levied on
other business operations, like general retail and auto sales.
There are no other tribally owned smoke shops in the RSIC service
area.  Audited sales tax revenues from the five tribal-owned smoke
shops represented 63% of general fund revenues in 2008 and support
overall tribal operations.  Other retail businesses on tribal land
that generate sales tax are led by Mercedes Benz and Acura
dealers.  At the time of Fitch's initial rating in 2006 the RSIC
expected the near term development of a Wal-Mart but the project
was delayed.  After an investment by the RSIC to remediate
contamination on the site, the project is set to open in the fall
of 2010.

The regional economy remains severely pressured due to the
recession causing below-budget sales tax revenues.  As a result,
the RSIC's financial performance is showing a slower recovery than
originally projected although improvement is evident.  Audited
general fund results for 2008 reflect a reduction in the fund
deficit and RSIC reports that near-final results for 2009 will
produce another operating surplus in the general fund, bringing
the fund balance deficit to -$1.8 million or -15% of the
approximately $12 million budget; improved from -25% of spending
in 2007.  Based on first quarter 2010 results, RSIC is projecting
another surplus for the year.  A return to positive balance in the
general fund is not likely at least for the next few years.
Importantly, the RSIC retains fiscal cushion outside the general
fund in the enterprise, grant and capital funds.  Combining
available funds with the general fund deficit estimate for 2009
yields an adequate unrestricted balance of $4 million.

Longer-term financial stability is largely dependent upon the
RSIC's ability to further diversify its revenue stream.  While
Fitch expects the tribe to remain largely dependent on sales tax
revenues, diversification of the sources of such sales taxes could
enhance the credit profile.  Successful opening and operation of
the new Wal-Mart store on tribal land should help reduce the
tobacco revenue concentration.  The RSIC is currently booking
rental payments from the site and projects that the first full
year of Wal-Mart operations in 2011 will generate sales taxes
totaling 26% of the projected $12 million sales tax receipts.  In
the same year, the RSIC is expecting smoke shop taxes totaling 52%
and 21% from other retail establishments.  If actual results
differ greatly from projections, the tribe's fiscal recovery could
be in jeopardy, as flexibility to reduce spending is somewhat
limited.

The RSIC has outstanding debt of $14.9 million, series 2006 fixed
rated bonds rated 'AA-' by Fitch based on a direct-pay letter of
credit provided by U.S. Bank, National Association.  The RSIC's
debt profile includes $7.4 million in outstanding bank loans in
addition to the series 2006 bonds.  Over the last year, the tribe
issued $61,345 to fund environmental remediation at the Wal-Mart
site and plans an additional $8 million in sales tax bonds in
2012.  Pursuant to an agreement with the state, the sales tax
bonds will fund construction of a state restitution center in
exchange for the tribe obtaining six acres of state land adjacent
to the Wal-Mart site which will be used for future economic
development.  The tribe's exposure to the capital costs of the
restitution center is capped at $8 million.  Revenue sharing
prescribed in the agreement with the state will begin six months
after Wal-Mart opens.

The LOC supporting the series 2006 bonds expires in July 2010 and
the tribe has received another auto-renewal, similar to 2009,
given that the bank has not indicated otherwise and must have done
so 120 days prior to the expiration date.  If the LOC is
terminated without substitution, a mandatory tender is triggered.
At that point the bonds become bank bonds and the terms of the
indenture specify that the RSIC must pay the bonds in full within
36 hours or pay a rate to the bank of 5% above prime until the
bonds are paid in full.  Ongoing payments required under a bank
bond scenario would add significant additional stress to the
RSIC's financial profile, as debt service on the bonds, now 18.5%
of general fund spending, would rise notably.

The RSIC is a federally recognized tribe with a reservation
consisting of noncontiguous trust land totaling over 2,000 acres
in and around downtown Reno, Nevada, within Washoe County (the
county).  The tribe has approximately 1,025 enrolled members and
employs approximately 281 people, 45% of which are tribal members.
The tribe is governed by an eight-member tribal council and a
tribal chairman, all elected to four year staggered terms.


RIVER ROCK: Taps Marcus & Millichap to Handle Bankruptcy Sale
-------------------------------------------------------------
Marcus & Millichap Real Estate Investment Services has been hired
to coordinate the bankruptcy sale of River Rock Lodge.  River Rock
Lodge is a 58-unit assisted living facility located in the upscale
resort town of Jackson, Wyoming.

Jacob Gehl, a Vice President of Investments in the Chicago
Downtown office of Marcus & Millichap, has been hired to
coordinate the transaction.  The seller is an entity affiliated
with Sunwest Management, Inc.  Since January of 2009, Sunwest
Management has been operating under an SEC receivership in
bankruptcy after the former CEO was accused of conducting a
massive fraud.  River Rock Lodge is financed with a HUD loan, and
HUD has agreed to cooperate with the sales process.

River Rock Lodge currently has 36 occupied units, and is located
at 3000 West Big Trail Drive in Jackson, Wyoming 83001.  Marcus &
Millichap's Broker of Record for Wyoming Mr. Richard Bird will
also be involved in the transaction.  The sales process will be
conducted as a 363 sale which is common in bankruptcy and involves
the selection of a stalking horse bidder.  All first round offers
are due on June 28th.


ROBERT CORRIGAN: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Joint Debtors: Robert B. Corrigan
               Bonita J. Corrigan
               591 North Sierra View Way
               Eagle, Id 83616

Bankruptcy Case No.: 10-01589

Chapter 11 Petition Date: May 23, 2010

Court: U.S. Bankruptcy Court
       District of Idaho (Boise)

Judge: Terry L. Myers

Debtor's Counsel: Kelly I. Beeman, Esq.
                  708 1/2 W Franklin
                  Boise, ID 83702
                  Tel: (208) 345-3045
                  E-mail: jerri@beemangroup.org

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

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

According to the schedules, the Joint Debtors say that assets
total $607,568 while debts total $1,085,134.

A copy of the Joint Debtors' list of 20 largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/idb10-01589.pdf

The petition was signed by the Joint Debtors.


SAGITTARIUS RESTAURANT: Moody's Lifts Corp. Family Rating to Caa1
-----------------------------------------------------------------
Moody's Investors Service upgraded Sagittarius Restaurant LLC's
Corporate Family Rating and Probability of Default Rating to Caa1
from Caa2, while assigning B1(LGD2, 24%) to the new $199 million
senior secured credit facilities.  The rating outlook is stable.
This concludes the review for possible upgrade that was initiated
on April 29, 2010.  The ratings on the old bank facilities were
withdrawn concurrently.

The rating action is prompted by completion of Sagittarius'
recapitalization and refinancing.  The final terms closely match
those anticipated in Moody's most recent press release dated May
4, however the revolving credit facility commitment amount has
been modestly upsized to $39 million from $35 million and the
interest rate has also been increased.  These changes remain
consistent with the Caa1 CFR.

The Caa1 CFR reflects Sagittarius' high leverage deployed in its
capital structure despite the significant debt reduction as a
result of the recent debt recapitalization.  The Caa1 also
incorporates the still challenging operating environment
particularly in California, as well as the potential impact from
commodity inflation considering the prices of some major food
input items, such as meat and cheese, are on the rise.  Also, Del
Taco's management needs to demonstrate it can effectively execute
its development plan and business strategy on a standalone basis.
Positively, the rating is consistent with Moody's view that Del
Taco's operating performance, on a standalone basis, is expected
to be stable in the coming year and the divestiture of the Captain
D's should improve Sagittarius' business profile, considering Del
Taco's much stronger operating margin and greater growth
potential.

The stable outlook presumes that the company will likely generate
modestly positive free cash flow and maintain an adequate
liquidity profile over the next 12 months.

The rating action is:

Ratings upgraded:

* Corporate Family Rating -- upgraded to Caa1 from Caa2
* Probability of Default Rating -- upgraded to Caa1 from Caa2

Rating revised:

* $199 million 5-year senior secured credit facilities -- to B1
  (LGD2, 24%) from

* (P) B1 (LGD2, 24%)

Ratings withdrawn:

* $60 million senior secured revolving credit facility due 2012 at
  B2 (LGD2, 21%)

* $265 million ($258.5 million outstanding at the end of 2009)
  senior secured term loan credit facility due 2013 at B2 (LGD2,
  21%)

Moody's last rating action occurred on May 4, 2010 when a
provisional rating of (P)B1 was assigned to the proposed new
credit facilities.

Sagittarius Restaurants LLC, headquartered in Lake Forest,
California, operates and franchises Mexican QSRs under the Del
Taco brand name.  The company had 518 units in 16 states and
generated system-wide sales of approximately $568 million at the
end of December 2009.  Sagittarius is owned by a consortium of
private equity firms.


SAGITTARIUS RESTAURANTS: S&P Downgrades Rating to 'SD'
------------------------------------------------------
U.S. restaurant operator Sagittarius and its subordinated
noteholder have completed an arrangement whereby the holder's
claim is substantially below original face value.

S&P is lowering its rating to 'SD' (selective default) from 'CC'.

S&P expects to raise the 'SD' rating to 'B' in the next couple of
days to reflect the company business and balance sheet and
business restructuring highlighted by the sale of Captain D's and
an equity infusion.


SPANSION INC: Stay Denied on Stock Distribution
-----------------------------------------------
Bill Rochelle at Bloomberg News reports that following a hearing
on May 19, the U.S. District Court dissolved the temporary stay of
the distribution of stock to holders of senior notes and
exchangeable debentures under Spansion Inc.'s plan.  Although
Spansion implemented the Chapter 11 plan on May 10, a district
judge granted holders of exchangeable notes the temporary stay.

According to Bloomberg, unless the exchangeable noteholders can
obtain a stay from the circuit court of appeals, the distribution
of the stock may moot their appeal from the bankruptcy court's
April 16 confirmation order approving the plan.

Spansion, its official committee of unsecured creditors, senior
noteholders and holders of trade claims have opposed the
convertible noteholders' request for a stay.  Spansion has said
that any stay of the Plan would require the convertible
noteholders to post a bond "sufficient to cover the resulting
damage inflected upon them and each of their creditor
constituencies."  The holders of trade claims say a stay would
delay the Debtors' emergence from Chapter 11; accelerate the
already deteriorating value of the Debtors caused by employee
attrition, Chapter 11 expenses and declining customer
relationships; and jeopardize the numerous funding commitments
from various lenders that are necessary for the Debtors to
effectuate the 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.


SPECTRUM BRANDS: S&P Raises Corporate Credit Rating to 'B'
----------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
corporate credit rating on Madison, Wis.-based Spectrum Brands to
'B' from 'B-'.

At the same time, S&P assigned a 'B' issue-level rating to
Spectrum's proposed $ 1 billion senior secured term loan and
proposed $500 million notes, and a 'CCC+' rating to its
subordinated notes due 2019.

S&P removed all the ratings from CreditWatch, where they were
placed on Feb. 11, 2010, following the announcement of the merger.

The ratings are contingent upon the successful consummation of the
proposed merger according to the capital structure currently
proposed.  Upon consummation of the proposed merger, S&P will
withdraw S&P's ratings on Spectrum's existing term loan and notes,
as well as Russell Hobbs' existing 'B' corporate credit rating.
If the merger is not successfully completed as currently
anticipated, S&P would re-evaluate the ratings on Spectrum.

"With the proposed transaction, Spectrum Brands will have a larger
sales and EBITDA base, about $3.2 billion and $400 million,
respectively, and S&P believes the transaction will enhance the
company's financial profile, including extending debt maturities,"
said Standard & Poor's credit analyst Susan Ding.  "S&P believes
the addition of Russell Hobbs' portfolio of well-recognized
brands, including George Foreman, Black & Decker, and Farberware,
will also expand Spectrum's already diversified product offerings,
and improve the company's business profile."  Spectrum's existing
business lines include global batteries, personal care, home and
garden, and global pet supplies.

"The ratings on Spectrum Brands reflect the company's volatile
operating performance in the past couple of years, high debt
leverage, integration risk, the commodity nature of the small
appliance business, and challenges in the battery and home and
garden business segments," added Ms. Ding.  Increased commodity
costs and an intensely competitive and promotional retail
environment are the key difficulties facing these mature segments.
While operating results have improved somewhat in recent quarters
for both Spectrum and Russell Hobbs, as a result of lower
commodity costs and better operating efficiencies, S&P believes
commodity costs could increase and affect results in the next 12-
18 months.  Nonetheless, S&P believes Spectrum Brands will benefit
from the Russell Hobbs transaction with further expansion of its
diversified product portfolio and geographic footprint, with over
40% of combined sales from outside of North America.

The stable outlook reflects S&P's belief that the company's
operating performance will continue to improve and that pro forma
credit measures will be within its expectations, namely leverage
in the 4x area and EBITDA interest coverage in the 2.5x area.

Spectrum's emergence from Chapter 11 bankruptcy protection in 2009
extinguished about $840 million of the company's prior debt.
Spectrum's reported total debt outstanding as of April 4, 2010,
was $1.6 billion.  Upon completion of the proposed merger,
Harbinger Capital Partners will own about 65% of the combined
company (it currently owns about 40% of Spectrum and 100% of
Russell Hobbs) and it will convert its $157 million loan to
Russell Hobbs into equity.  Pro forma for the merger, S&P
estimates the combined entity will have about $1.8 billion in debt
and adjusted pro forma leverage in the 4.2x area.

It is S&P's opinion that Spectrum had a prior history of highly
aggressive debt-financed acquisitions, including Tetra and United
Industries (2005), Remington Products Co. (2003), and Varta AG
(2002) for a total cost of more than $2 billion.  In recent years,
management of both Spectrum and Russell Hobbs have restructured
the business segments and improved operating efficiency.  S&P
expects the combined entity will further benefit from cost savings
synergies.  The company estimates synergies from the combination
to be in the range of $25 million to $30 million dollars.

S&P expects liquidity should be adequate.  S&P believes the
company's proposed $300 million asset-based facility (unrated)
should be more than sufficient for seasonal working capital needs.
Drawings under the facility are based on an eligible borrowing
base consisting of eligible accounts receivable and inventories.
As of April 4, 2010, Spectrum had cash of about $55 million.  S&P
estimates the company would maintain cash balances in the
$50 million range for working capital needs.

S&P expects that the term loan facility's financial covenants (to
be finalized) will have at least 20% cushion going forward.   The
proposed term loan amortizes 1% per year (about $10 million), and
S&P estimates the company's cash flows should be more than
adequate to support this annual amortization and capital
expenditures of about $40 million.  The proposed term loan and
senior note facilities mature in 2017, thereby enhancing the
company's liquidity profile, as Spectrum's existing facilities
mature in 2012.

The outlook is stable.  Following the proposed merger of Spectrum
and Russell Hobbs, S&P believes the company will gain scale, a
larger EBITDA base, and improve its global footprint and product
portfolio.  S&P expects the new combined entity to continue to
improve operating results in each of its business segments, and
reduce leverage with internal cash flow generation.  If leverage
increases to well over 7x, if covenant cushion tightens
significantly, and/or if operating trends deteriorate, S&P would
lower the rating.  This could occur in a scenario of low-single-
digit sales decline and 150 basis-point margin deterioration,
assuming debt levels do not increase following this transaction.
On the other hand, if the company is able to sustain operating
improvements, maintain covenant cushions close to 20%, and sustain
leverage near 4x, S&P may consider raising the ratings.


STERLING FIN'L: Discloses Deal With Warburg Pincus on Investment
----------------------------------------------------------------
Sterling Financial Corporation disclosed an agreement for an
investment from Warburg Pincus Private Equity X, L.P. that
supports Sterling's recapitalization and recovery plan.

Under the terms of the agreement and subject to the approval of
the transactions by the U.S. Treasury and the other conditions
described below, Warburg Pincus would invest $139 million in
Sterling.  If the recapitalization transactions contemplated by
the agreement are completed, Warburg Pincus would own common
stock, Series B participating voting preferred stock (the "Series
B stock") and warrants representing approximately 20.5 percent of
Sterling, calculated in accordance with Federal Reserve guidelines
on an as-converted basis and after giving effect to the exercise
of these warrants.

As part of the Warburg Pincus investment, Thomas H. Lee Partners,
L.P. ("THL") has agreed to adjust the size of its previously
announced proposed investment to an amount equal to the Warburg
Pincus investment. The Warburg Pincus investment will be made on
substantially the same terms as THL's investment.  Upon the
closing of the recapitalization transactions, the two firms would
invest a total of $278 million on a combined basis, and would hold
an ownership interest of approximately 40 percent of Sterling
calculated on the basis described above.

As part of the Warburg Pincus investment and subject to the
closing of the recapitalization transactions and required
regulatory approvals, Warburg Pincus Managing Director David A.
Coulter would join the Sterling board of directors.  Coulter is
co-head of Warburg Pincus Financial Services investment activities
and brings to Sterling's board over 30 years of banking industry
experience. Coulter is the former Chairman and CEO of BankAmerica
and former Vice Chairman of JP Morgan Chase.  Coulter's
appointment would be in addition to the previously announced
pending appointments of Les Biller, the former Vice Chairman and
Chief Operating Officer of Wells Fargo, as chairman of the board
and THL Managing Director Scott Jaeckel as a member of the board.

Sterling President and Chief Executive Officer Greg Seibly said,
"We are pleased to announce Warburg Pincus as an investor in
Sterling.  Warburg Pincus is a highly successful bank sector
investor that has long-standing and deep knowledge of our company.
We believe that the combination of Warburg and THL represent key
components in our efforts to recapitalize the company."

David Coulter said, "We are looking forward to partnering with
Greg Seibly and Les Biller in providing governance input and
support for Sterling as the company continues to build on its
strong regional banking franchise in the Pacific Northwest."

Each of the Warburg Pincus and THL investments and the U.S.
Treasury exchange previously announced would be conditioned upon
each other and on other closing conditions, including, among
others, Sterling raising a total of at least $720 million of
capital (inclusive of the Warburg Pincus and THL investments and
the previously announced additional capital raise), receipt of
regulatory approvals and third party consents, Sterling's
maintenance of asset levels and capital ratios, the absence of
material changes in the characteristics of Sterling's loan
portfolio, no occurrence of an "ownership change" that would
affect the preservation of certain of Sterling's deferred tax
assets, no occurrence of a material adverse effect and no adverse
change in banking or bank holding company law, rule or regulation.
Closing of the recapitalization transactions are not conditioned
upon receipt of any shareholder approvals.

                     About Sterling Financial

Spokane, Wash.-based Sterling Financial Corporation (NASDAQ: STSA)
-- http://www.sterlingfinancialcorporation-spokane.com/-- is the
bank holding company for Sterling Savings Bank, a commercial bank,
and Golf Savings Bank, a savings bank focused on single-family
mortgage originations.  Both banks are state chartered and
federally insured.  Sterling offers banking products and services,
mortgage lending, construction financing and investment products
to individuals, small businesses, commercial organizations and
corporations.  As of March 31, 2010, Sterling Financial
Corporation operated 178 depository branches throughout
Washington, Oregon, Idaho, Montana and California.

The Company's balance sheet as of March 31, 2010, showed
$10.555 billion in assets, $10.309 billion in total liabilities,
and $245.5 million in stockholders' equity.

                          *     *     *

As reported in the Troubled Company Reporter on March 22, 2010,
BDO Seidman, LLP, in Spokane, Wash., expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has suffered
significant net losses during 2009 and 2008, a decline in
regulatory capital to support operations, and regulatory issues.


STRAFFORD COUNTY: Moody's Affirms 'Ba2' Rating on Parity Debt
-------------------------------------------------------------
Moody's Investors Service has removed Strafford County's (New
Hampshire) general obligation bond rating from watchlist for
possible downgrade, affirmed the county's Ba2 rating, and assigned
a negative outlook, affecting approximately $21 million in
outstanding parity debt.  The bonds are secured by a general
obligation unlimited tax pledge.  Affirmation of the Ba2 rating
and assignment of the negative outlook reflects the county's weak
financial position, lack of liquidity, and heavy reliance on cash
flow borrowing.  The negative outlook incorporates Moody's belief
that ongoing expenditure demands and the phase out of federal
stimulus funds will challenge the city's recovery plans.

               Accumulated Deficit Reduced Slightly
                With Positive Fiscal 2009 Results;
       County Remains Heavily Reliant On Cash Flow Borrowing

Fiscal 2009 results exhibited incremental improvement in the
county's financial position.  Importantly, the county's fiscal
2009 audited statements include an accounting adjustment that
reduced the nursing home deficit with a transfer from an amount
reserved in General Fund balance for the illiquid receivable due
to the General Fund from the nursing home.  The accounting change
had no impact on the amount of unreserved General Fund balance.
Net of this adjustment General Fund operation ended positively by
$1.67 million, reducing the accumulated unreserved General Fund
deficit to a negative $9.2 million (-25.5% of revenues) from a
negative $10.5 million (-30% of revenues).  The $9.2 million
accumulated deficit represents the amount still due to the General
Fund from the nursing home.  Nursing home operations also ended
positively in fiscal 2009, supported by federal stimulus-related
expenditure relief.  As is typical the fiscal 2010 budget (12/31
fiscal year) was adopted late, on March 20th.  The budget is
balanced with additional property taxes and includes a
$5.4 million subsidy for the nursing home, an amount in line with
fiscal 2009 levels, and approximately $1.8 million of federal
Medicaid relief.  Current year-end projections indicate an
additional operating surplus of $2.6 million due to unbudgeted
federal stimulus funds, excess jail revenues, and expenditure
savings.  Further, through the appropriation of annual deficit
reduction amounts, the county hopes to eliminate the accumulated
deficit by 2014.

Due to a constrained cash position, and the timing of property tax
receipts (one payment on December 17th), the county continues to
rely heavily on the use of tax anticipation notes and revenue
anticipation notes to fund operations.  The county regularly
issues TANs equal to the entire amount of the property tax levy,
through two TAN issuances in February and April.  Importantly, the
county's levy is made whole by its member municipalities with no
history of missed payments.  The county also regularly issues RANs
which are generally paid off with federal and state Medicaid
reimbursements in early February, crossing fiscal years.

In support of fiscal 2009 operations, the county issued a
$10 million note in December 2008 to fund operations for the month
of January, which was paid down with a $19 million note in
February 2009 (due 12/31).  The county also issued a $7.2 million
note in April 2009 (due 12/31), following the adoption of the
county's budget in March.  Further, the county issued a
$7.5 million RAN in August and a $3.5 million RAN in December
2009, both payable February 2, 2010.  At one time the county had
$37.3 million of tax and revenue anticipation notes outstanding in
fiscal 2009, equal to 143% of its levy.  The county's largest debt
service payments are due in January and July, making continued
access to the capital markets critical to fund core county
operations and pay debt service, particularly in light of the
timing of the county's coupon payments at a cash low point in the
beginning on January and their reliance on one financial
institution for liquidity.  The county's debt portfolio consists
entirely of fixed rate borrowing and the county has not entered
into any derivative agreements.

                             Outlook

The negative outlook reflects Moody's belief that the county will
be challenged to restore and maintain long-term structural balance
given ongoing expenditure demands.

What could move the rating UP (remove the negative outlook):

  -- Sustained record of structurally balanced operations and
     improved liquidity levels

  -- Improvement of General Fund reserves and the reduction of the
     county illiquid receivable due from the nursing home.

                 What could move the rating DOWN:

  -- Structurally imbalanced operations
  -- Increased level of cash-flow borrowing
  -- Failure to execute deficit reduction plan

                          Key Statistics

* 2007 Population: 121,581

* 2008 Full valuation: $11.2 billion

* Full value per capita: $92,355

* 1999 PCI (as % of NH and US): $20,479 (16% and 95%)

* 1999 MFI (as % of NH and US): $53,075 (92% and 106%)

* Debt burden: 0.2%

* Payout of principal (10 years): 73%

* 2009 Unreserved General Fund balance: -$9.2 million (-25% of
  revenues)

* G.O. debt outstanding: $23.2 million

The last rating action with respect to the Strafford County, NH
was on October 16, 2009, when a municipal finance scale rating of
Ba2/on watchlist for downgrade was assigned.  That rating was
subsequently recalibrated to Ba2/ on watchlist for downgrade on
May, 1, 2010.


SUNSTATE EQUIPMENT: Loan Amendment Won't Affect Moody's Rating
--------------------------------------------------------------
Moody's Investors Service said the ratings of Sunstate Equipment
Co., LLC, including the Caa1 corporate family and probability of
default ratings, are unaffected by the one-year extension and
amendment to the asset-based revolving credit facility.

Moody's last rating action on Sunstate occurred February 4, 2010,
when the probability of default rating was upgraded to Caa1 from
Caa2.

Sunstate Equipment Co. LLC, headquartered in Phoenix, AZ, is a
regional equipment supplier with 55 branches predominately in the
Southwestern U.S. As of 2009 original rental fleet equipment cost
was $348 million and annual revenues were $146 million.


TELIPHONE CORP: Posts $397,397 Net Loss in Q2 Ended March 31
------------------------------------------------------------
Teliphone Corp. filed its quarterly report on Form 10-Q, showing a
net loss applicable to common shares of $397,397 on $1,112,108 of
revenue for the three months ended March 31, 2010, compared with
net income applicable to common shares of $27,502 on $323,961 of
revenue for the same period of 2009.

The Company's aggregate operating expenses were $1,309,086 for the
period ended March 31, 2010, compared to $202,563 for the period
ended March 31, 2009.

The Company's balance sheet as of March 31, 2010, showed
$1,365,725 in assets and $1,415,789 of liabilities, for a
stockholders' deficit of $50,064.

As reported in the Troubled Company Reporter on January 4, 2010,
KBL, LLP, in New York, expressed substantial doubt about Teliphone
Corp.'s ability to continue as a going concern after auditing the
Company's consolidated financial statements as of and for the
years ended September 30, 2009, and 2008.

The Company has a working capital deficiency of $551,706 as of
March 31, 2010, and has an accumulated deficit of $1,904,299
through March 31, 2010.

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

           http://researcharchives.com/t/s?6320

Based in Miami Beach, Fla., Teliphone Corp. (OTC BB: TLPH)
-- http://www.teliphone.ca/-- provides broadband telephone
services utilizing its voice over Internet protocol (VoIP)
technology platform in Canada.  The Company was founded in 2004
and is based in Montreal, Canada.


TELKONET INC: Posts $710,979 Net Loss for March 31 Quarter
----------------------------------------------------------
Telkonet Inc. filed its quarterly report Form 10-Q, showing a
$710,979 net loss on $2.5 million of total revenue for the three
months ended March 31, 2010, compared with a $1.1 million net loss
on $2.8 million of total revenue for the same period a year ago.

The Company's balance sheet at March 31, 2010, showing
$16.1 million in total assets, $6.2 million in total current
liabilities, and $3.2 million in total long-term liabilities, for
a $5.8 million total stockholders' equity.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?633f

                          About Telkonet

Milwaukee, Wisconsin-based Telkonet, Inc. is a clean technology
company that develops and manufactures proprietary energy
efficiency and smart grid networking technology.

The Company's balance sheet as of December 31, 2009, showed
$16,295,131 in assets, $9,075,117 of debts, $732,843 of redeemable
preferred stock, and $6,487,171 of total equity.

RBSM LLP, in New York, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that of the Company's significant operating losses
in the current year and in the past.


TELTRONICS INC: Posts $367,000 Net Loss for March 31 Quarter
------------------------------------------------------------
Teltronics Inc. filed its quarterly report on Form 10-Q, showing a
$367,000 net loss on $6.2 million of total net sales for the three
months ended March 31, 2010, compared with a $529,000 net loss on
$9.6 million of total net sales for the same period a year ago.

The Company's balance sheet at March 31, 2010 showed $10.1 million
in total assets, $10.6 million in total current liabilities, and
$4.7 million in total long-term liabilities, for a total
stockholders' deficit of $5.3 million.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?6340

Palmetto, Fla.-based Teltronics, Inc. (OTC BB: TELT)
-- http://ww.teltronics.com/-- designs, installs, develops,
manufactures and markets electronic hardware and application
software products, and engages in electronic manufacturing
services primarily in the telecommunication industry.


TEXAS RANGERS: Files for Bankruptcy to Sell Baseball Team
---------------------------------------------------------
Texas Rangers Baseball Partners, the partnership that owns the
Texas Rangers professional baseball club, filed a Chapter 11
petition on May 24 (Bankr. N.D. Tex. Case No. 10-43400).

The partnership has filed simultaneously with the bankruptcy
petition a Chapter 11 plan that contemplates the sale of the club
to Rangers Baseball Express LLC, an entity formed by a group that
includes the current President of the Texas Rangers, Nolan Ryan,
and Chuck Greenberg, a sports lawyer and minor league club owner.

The transaction values the team at $575 million, according to
Bloomberg News.

Under the Prepackaged Plan, all creditors of TRBP will be paid in
full from the proceeds of the sale or will have its obligations
assumed by the purchaser, and the general partners of TRBP will
retain their equity interests in TRBP.  TRBP is asking U.S.
Bankruptcy Judge Michael Lynn to approve the plan at a July 2
confirmation hearing.

TRBP held a bidding process for the club starting August last
year.  Ryan-Greenberg group emerged as the best bidder over 5
other parties.  TRBP, however, said that it had to file for
Chapter 11 because the lenders refused to consent to the sale.
Under the Prepackaged Plan, the lenders -- as well as other
creditors -- are unimpaired, hence, the Debtor seek confirmation
of the Plan without having to solicit votes.

Under the Asset Purchase Agreement, substantially all of Texas
Rangers' assets, including the Texas Rangers franchise and
substantially all contractual rights related the operation of the
Texas Rangers will be sold to Ryan-Greenberg.  The terms of the
sale include:

   * The club or the Ryan-Greenberg group can cancel the sale if
     it isn't completed by Aug. 12.

   * The buying group will pay $304 million cash less adjustments.
     In addition, the buyer will issue a $10 million note on which
     the buyer won't be obligated to  make any payments unless the
     team's revenue is among the top five in MLB.

   * The buyer will assume debt and buy property adjacent to the
     ballpark from a company indirectly owned by the team's
     current principal owner, Thomas O. Hicks.  The buyer will
     give Hicks $5 million cash, a $53.16 million 4% note and 1%
     of the equity in the team.

   * The sale anticipates a complete and orderly transition of the
     operations of the club - all tickets to games and other
     events will be fully honored, and all employees will keep
     their jobs.

Kellie Fischer, CFO of TRBP, explains that since 2005, TRBP has
experienced, and continues to experience, cash flow deficiencies.
Mr. Hicks has provided financial support to the club through
capital contributions and loans to HSG in excess of $100,000,000.
"Due to the unprecedented downturn in the U.S. economic and
housing industry and global economic recession, other commitments
and contractual restraints, Mr. Hicks was no longer willing to
provide the same material financial support he had in the past."

According to Bloomberg News, HSG Sports Group LLC, a sports and
entertainment holding company controlled by Hicks, owes secured
lenders $525 million on first- and second-lien loans.  The team
has guaranteed and is liable for only $75 million of the $525
million debt to the lenders.  The team's Chapter 11 plan provides
that the lenders will be paid a maximum of $75 million cash.

Baseball Finance LLC, an affiliate of the league, will provide an
$11.5 million loan to finance the Chapter 11 case.

According to TRBP, the Texas Rangers franchise cannot be
consummated without first obtaining the requisite approval from
the Commissioner of MLB and 75% of the MLB clubs.  The Debtor says
it is not aware of any opposition by MLB or the requisite
percentage of MLB clubs required to consent to the sale.
Bloomberg relates that a letter from Alan H. "Bud" Selig, the
commissioner of Major League Baseball, says the league has no
objection to the proposed reorganization plan.

The Debtor is contemplating this timetable for the Prepackaged
Plan:

  Commencement Date                     May 24, 2010
  Hearing on Motion                     May 25, 2010
  Mailing of Commencement/Plan Notice   May 25, 2010
  Objection Deadline                    June 25, 2010
  Reply Date (if any)                   June 30, 2010
  Confirmation Hearing Date             July 2, 2010

                  Non-Consenting Creditors

According to The Wall Street Journal, with the bankruptcy filing,
Mr. Hicks now faces an angry group of creditors.  The lenders,
owed $540 million, are vowing to oppose the bankruptcy, arguing
that the deal proposed to the court doesn't provide them with the
money they are entitled to under the terms of their loan
agreements.

WSJ relates that the dispute between Mr. Hicks and the creditors
has never been about the total price tag but rather over the
division of the proceeds from the sale.  Under the current deal,
about $500 million would go toward the purchase of the baseball
team and control of the Ballpark at Arlington.  However, creditors
say they would receive only about $230 million from the sale, and
they are seeking as much as $320 million.  WSJ reports that
lawyers and bankers representing both sides continued to try to
negotiate a settlement.  According to a member of the creditor's
group, the two sides were about $10 million to $20 million apart
at the end of last week but couldn't bridge the gap.

Monarch Alternative Capital L.P., a New York hedge fund, is the
largest HSG creditor, holding about $100 million in the HSG debt
and is a leader of those creditors opposed to the deal.

To maintain control of the sale process, TRBP filed for Chapter
11.  "We are proud to play an active role in resolving the
deadlock in this complex sale process," Mr. Hicks said in a
statement.  "Rangers fans deserve management's full focus on
baseball operations."

According to WSJ, the deal received the blessing of MLB
Commissioner Bud Selig, even though people involved with the
process say two other groups bid more for the franchise.  "Nolan
Ryan has a proven track record with MLB club owners and I am
prepared to submit this to the owners promptly for their
approval," Mr. Selig said in a statement May 24.  Major League
Baseball has lent the Rangers $18 million to cover its expenses
since last summer and has offered another $11 million in financing
during the bankruptcy proceeding.

                        About Texas Rangers

Texas Rangers Baseball Partners owns and operates the Texas
Rangers Major League Baseball Club, a professional baseball club
in the Dallas/Fort Worth Metroplex.

TRBP is a Texas general partnership, in which subsidiaries of HSG
Sports Group LLC own a 100% stake.  Controlled by Thomas O. Hicks,
HSG also indirectly wholly-owns Dallas Stars, L.P., which owns and
operates the Dallas Stars National Hockey League franchise.  The
Texas Rangers have had five owners since the club moved to
Arlington in 1972.  Mr. Hicks became the fifth owner in the
history of the Texas Rangers on June 16, 1998.

In its petition, Texas Rangers Baseball Partners said it had both
assets and debt of less than $500 million.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtor.  Forshey & Prostok LLP serves as conflicts counsel.
Parella Weinberg Partners LP serves as financial advisor.


TEXAS RANGERS: Case Summary & 30 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Texas Rangers Baseball Partners
        1000 Ballpark Way, Suite 400
        Arlington, TX 76011

Bankruptcy Case No.: 10-43400

Chapter 11 Petition Date: May 24, 2010

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

Judge: D. Michael Lynn

Debtor's Counsel: Martin A. Sosland, Esq.
                  Weil, Gotshal & Manges LLP
                  200 Crescent Court, Suite 300
                  Dallas, TX 75201-6950
                  Tel: (214) 746-7700
                  Fax: (214) 746-7777
                  E-mail: martin.sosland@weil.com

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

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

The petition was signed by Kellie Fischer, chief financial
officer.

Debtor's List of 30 Largest Unsecured Creditors:

        Entity                      Nature of Claim   Claim Amount
        ------                      ---------------   ------------
Alex Rodriguez                      Deferred           $24,892,007
                                    Compensation

Kevin Millwood                      Deferred           $12,941,419
                                    Compensation

Michael Young                       Deferred            $3,878,859
                                    Compensation

Vicente Padilla                     Deferred            $1,695,661
                                    Compensation

Mickey Tettleton                    Deferred            $1,417,088
                                    Compensation

Mark McLemore                       Deferred              $970,052
                                    Compensation

Tickets.Com                         Trade Debt             $61,988

Rawlings Sporting Goods Con., Inc.   Trade Debt            $41,168

Supreme Systems Inc.                 Trade Debt            $35,106

Fastsigns                            Trade Debt            $28,986

New Era Cap Co.                      Trade Debt            $28,806

Centennial Moisture Control          Trade Debt            $27,600

KUVN-TV Univision Group              Trade Debt            $25,517

TM Television                        Trade Debt            $25,429

Weldon, Williams, & Lick, Inc.       Trade Debt            $25,183

TVTI                                 Trade Debt            $23,850

Clear Channel Outdoor                Trade Debt            $23,000

Melrose Pyrotechnics Inc.            Trade Debt            $20,000

Stats, Inc.                          Trade Debt            $19,500

Redan Bilingual Media                Trade Debt            $19,000

Bimm Ridder Sportswear               Trade Debt            $17,916

CBS Outdoor                          Trade Debt            $17,768

Paramount Services, Inc.             Trade Debt            $15,848

Gear for Sports, Inc.                Trade Debt            $15,297

Team Beans, L.L.C.                   Trade Debt            $11,567

Republic Services                    Trade Debt            $11,121

Stage Effects Engineering, Inc.      Trade Debt            $10,750

KONE Inc.                            Trade Debt            $10,534

American Medical Response            Trade Debt            $10,213
Ambulance Services, Inc.

Buses by Bill, Inc.                  Trade Debt             $9,964


TOUSA INC: Expands Ernst & Young Work
-------------------------------------
TOUSA Inc. and its units sought and obtained the Court's authority
to expand the scope of the employment of Ernst & Young LLP to
provide additional auditing services, nunc pro tunc to May 1,
2010.

Pursuant to an engagement letter between the Debtors and Ernst &
Young, the firm will audit and report on the financial statements
and supplemental schedules of the Debtors' defined contribution
plan for the year ended December 31, 2009, as well as for the six
months ended June 30, 2010, which will be included in the defined
contribution plan's Form 5500 filing with the Employee Benefits
Security Administration of the Department of Labor.

For the Additional Services, the Debtors will pay Ernst & Young's
professionals according to these customary hourly rates:

      Title                       Rate per Hour
      -----                       -------------
      Partner and Principal        $470 to $600
      Executive Director           $370 to $50
      Senior Manager               $365 to $490
      Senior                       $210 to $285
      Staff                        $145 to $195

A full-text copy of the E&Y Engagement Letter is available for
free at http://bankrupt.com/misc/TOUSA_Apr30EngagemntLtr.pdf

Ernst & Young will seek reimbursement for reasonable and
necessary expenses it incurs.

Peter N. Wellman, a partner at Ernst & Young, assures the Court
that his firm does not hold or represent any interest materially
adverse to the Debtors in the matters for which the firm has been
employed.  He maintains that Ernst & Young continues to be
eligible for retention by the Debtors under the Bankruptcy Code.

                        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.


TOUSA INC: Files 36 Additional Track IV Adversary Proceedings
-------------------------------------------------------------
TOUSA Inc. and its units initiated adversary complaints against 36
creditors to avoid and recover preferential transfers of property
on April 28, 2010.

Pursuant to the Adversary Proceedings Protocol Order, the
Adversary Complaints initiated by the Debtors on April 28, 2010,
are classified under Adversary Proceeding Track IV with amounts
to be recovered by the Debtors totaling more than $250,000.

On or within 90 days before the Petition Date, that is between
October 31, 2007, and January 29, 2008, or the "Preference
Period," the Debtors continued to operate their business affairs,
including the transfer of property, either by checks, cashier
checks, wire transfers or to certain entities, including the
Creditors, Kristopher Aungst, Esq., at Berger Singerman, P.A., in
Miami, Florida, relates.  The Debtors allege that they
transferred their property to the Creditors during the Preference
Period.

Mr. Aungst insists that the each of the Creditors is a "creditor"
of the Debtors within the meaning of the term under Section
101(10)(A) of the Bankruptcy Code at the time of the Transfers.
The Creditors had a right to payment on account of the
obligations owed to the Creditors by the Debtors at the time
of the Transfers, he says.

Mr. Aungst further asserts that the Transfers were to or for the
benefit of a creditor under Section 547(b)(1) of the Bankruptcy
Code because the Transfers either reduced or fully satisfied a
debt then owed by the Debtors to the Creditors.  The Transfers
thus constituted a transfer of an interest of the property of the
Debtors, he insists.

Moreover, Mr. Aungst points out that the Debtors were insolvent
at all times during the 90 days before the Petition Date or the
Preference Period.  As a result of the Transfers, he stresses
that the Creditors received more than they would have received
if:

  (i) the Debtors' Chapter 11 cases were under Chapter 7 of the
      Bankruptcy Code;

(ii) the Transfers had not been made; and

(iii) the Creditors received payment of their claims under the
      provisions of the Bankruptcy Code.

In this light, the Transfers are avoidable pursuant to Section
547(b), Mr. Aungst asserts.  The Creditors, he continues, were
the initial transferees of the Transfers or the immediate or
mediate transferees of the initial transferees or the persons for
whose benefit the Transfers were made.

The Debtors inform the Court that they have sent a letter to each
Creditor demanding the return of the preferential payments made.

Accordingly, by virtue of the Adversary Complaints, the Debtors
ask Judge Olson to:

(a) enter a judgment against the Creditors;

(b) avoid the Transfers pursuant to Section 547, and to the
     extent they are avoided, grant recovery of those transfers
     pursuant to Section 550 of the Bankruptcy Code;

(c) award prejudgment interest at the maximum legal rate
     running from the date of each Transfer to the date of
     judgment in the Adversary Cases; and

(d) order that, in accordance with Section 502(d) and (j) of
     the Bankruptcy Code, any claims held by the Creditors or
     their assignees be disallowed.

A list of the defendants is available for free at:

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

                    Adversary Cases Closed

TOUSA, Inc., served the Court with separate notices, voluntarily
dismissing two avoidance complaints it filed against Deloreto
Interiors, Inc., Desert Systems Landscape, Inc., D&R Framing,
Inc., with each party to bear their own attorneys' fees and
costs.

Accordingly, in separate rulings, Judge Olson closed the
adversary proceedings on April 29, 2010, and May 7, 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.


TOUSA INC: Lenders Stipulate on Allocation for Professional Fees
----------------------------------------------------------------
The first lien term lenders of Tousa Inc., pursuant to their
December 9, 2009 Amended Accounting, allocated to the second lien
lenders $571,973 in what the First Lien Lenders believe represents
a portion of the prepetition fees and expenses of the applicable
administrative agents under the First Lien Term Loan Credit
Agreement, the Second Lien Term Loan Credit Agreement and the
Second Amended and Restated Revolving Credit Agreement incurred
on behalf of Wells Fargo under the Second Lien Term Loan Credit.

The Second Lien Lenders do not believe that the Allocated
Prepetition Fees are their responsibility.  The Second Lien
Lenders previously reserved the right to assert that the First
Lien Lenders are responsible for a portion of the fees and
expenses of a real estate consultant, Integra Realty Resources
Inc.  The Second Lien Lenders also previously asserted that
$831,992 of those fees and expenses should be allocated to the
First Lien Lenders.  The First Lien Lenders, for their part, do
not believe that they are responsible for any Integra Fees
incurred before April 13, 2009.

Without making any admission or concession of any kind and solely
to avoid the expenses, burdens and uncertainties of litigation,
the First Lien Lenders and Second Lien Lenders entered into a
stipulation to resolve their disputes concerning the Allocated
Prepetition Fees and the Allocated Integra Fees.

The Parties agree that $571,973 of the Allocated Prepetition Fees
will be treated as constituting fees and expenses of Citicorp as
administrative agent for the First Lien lenders for purposes of
the Payment Motion.  The First Lien Lenders will also be
responsible for that sum in connection with any required
disgorgement of fees and expenses.

Solely as between the Parties, (i) the First Lien Lenders have
previously agreed to be responsible for certain of the
Prepetition Fees, and (ii) the Second Lien Lenders have
previously agreed to be responsible for the Integra Fees other
than the Allocated Integra Fees.

As a separate matter, the Clerk of the Court returned to Van
Kampen Dynamic Credit Opportunities Fund, Van Kampen Senior
Income Trust, Van Kampen Senior Loan Fund and Morgan Stanley
Senior Funding, Inc. their original supersedeas bond aggregating
$962,466 posted on December 16, 2009.  The return of the Original
Bond is in light of a stipulation between the Committee and the
Van Kampen Entities.  In addition, the Van Kampen Entities posted
a replacement bond deemed filed as of December 22, 2009 pursuant
to another stipulation with the Committee.

In addition, Trilogy Portfolio Company, LLC, as purchaser of the
interests of Sandelman Partners Multi-Strategy Master Fund, Ltd.
and Sandelman Partners Opportunity Master Fund, LP, as a First
Lien Term Lender, posted a supersedeas bond with the Court for
$10,175,193 on May 17, 2010 to stay execution of the Amended
Final Judgment of the action initiated by the Committee against
Citicorp and other secured lenders.

                        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.


TRANSUNION CORP: S&P Assigns Corporate Credit Rating at 'B+'
------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B+'
corporate credit rating to Chicago-based TransUnion Corp.  The
outlook is stable.

At the same time, S&P assigned a 'BB-' rating to the company's
proposed $250 million senior secured revolving credit facility and
$940 million term loan B.  The borrower on the loans is Trans
Union LLC (a wholly owned subsidiary of TransUnion Corp.).  The
recovery rating is '2', indicating S&P's expectation for
substantial (70%-90%) recovery in the event of a payment default.

S&P also assigned a 'B-' rating to the company's proposed
$645 million senior unsecured notes, with a recovery rating of
'6', indicating S&P's expectation for negligible (0%-10%) recovery
in the event of a payment default.  The co-issuers under the notes
are Trans Union LLC and TransUnion Financing Corp. (also a wholly
owned subsidiary of TransUnion Corp).  The company will use the
proceeds to finance the acquisition of shares from Pritzker family
business interests, and for the refinancing of existing debt.

"The rating reflects TransUnion's leveraged financial profile
following the proposed partial LBO," said Standard & Poor's credit
analyst Martha Toll-Reed.  A good market position as one of three
global providers of credit information, significant barriers to
entry, and strong profitability partially offset these factors.
TransUnion provides data and information management tools that
help businesses better manage risk and improve decision-making and
provides credit data directly to consumers.  TransUnion operates
in more than 25 countries, and had fiscal 2009 revenues of
$929 million.


TRIBUNE CO: Broadcasting Unit Names Kersting as President
---------------------------------------------------------
Tribune Company announced early this month that Jerry Kersting has
been named President of its broadcasting division.  Effective
immediately, Mr. Kersting assumes responsibility for the strategic
vision and day-to-day operations of the company's 23 television
stations, its national cable channel, WGN America, and WGN Radio.
Mr. Kersting has served as Tribune Broadcasting's Chief Operating
Officer in December 2009.

"Jerry's done a great job since becoming COO of our broadcast
group," said Tribune's Chief Executive Officer Randy Michaels.
"He's smart, innovative and driven-our stations have been
expanding news, adding new programming and building audience.  WGN
America is stronger than ever.  Jerry's leadership will keep us on
the right path and drive even better results."

Prior to being named COO of Tribune Broadcasting, Mr. Kersting
served as Executive Vice President for Tribune, joining the
company in 2008.  In that role, Kersting was responsible for
identifying strategic opportunities and efficiencies for the
company's various media businesses.  Before joining Tribune, Mr.
Kersting served as EVP/Chief Financial Officer of Clear Channel
Radio from 1999 to 2008.  Mr. Kersting had 34 years of credited
service with Clear Channel, where he held various management and
executive positions at the company and its related entities,
specifically Jacor, Citicasters, Great American Broadcasting and
Taft Broadcasting, which through name change or acquisition make
up that tenure.

"We've established some strong momentum across our broadcasting
division, but there is a lot more to do," said Kersting.  "We
intend to shake up traditional local television news by doing
things differently and giving viewers innovative broadcasts and a
clear choice in our markets.  Every night, people turn on their
local news and see the same thing wherever they flip the channel-
we intend to change that."

                       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 LECG as Financial Advisor
----------------------------------------------------
Kenneth N. Klee, Esq., the Chapter 11 examiner, sought and
obtained the Court's authority to employ LECG, LLC, as his
financial advisor nunc pro tunc to April 30, 2010.

Mr. Klee has selected LECG because of the firm's extensive
advisory experience, expertise and resources.

As financial advisor, LECG will:

  (a) assist the Examiner in identifying, investigating and
      analyzing the financial circumstances of the Debtors prior
      to and following the LBO;

  (b) assist the Examiner in identifying, investigating and
      analyzing the financial circumstances surrounding and the
      various transactions implementing the LBO;

  (c) assist the Examiner in data collection, documentation
      management and discovery support; and

  (c) perform all other services necessary to fulfill the role
      of financial advisor to the Examiner that the Examiner may
      determine are necessary and appropriate to the discharge
      of his duties.

The Debtors will pay LECG based on the firm's current hourly
rates:

  Director               $590-$745
  Consultant/Principal   $330-$590
  Associate              $245-$330
  Accounting Analyst     $225-$245
  Practice Management    $125-$200

The Debtors will also reimburse LECG for its expenses including,
among others, air couriers, photocopying, travel, postage and
telephone.

Fernanda L. Schmid, associate general counsel of LECG, LLC,
assures the Court that her firm is a "disinterested person" as
that term is defined in Section 101(14) of the Bankruptcy Code.

In a separate filing, Wayne Elggren, director of LECG, LLC,
submitted with the Court a declaration in support of the
Application.  Counsel to the Examiner delivered to the Court an
amended Exhibit C to the declaration of Ms. Schmid in support of
the Application.  A full-text copy of the Amended Conflicts Search
List is available for free at:

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

No party objected to the Application, the Debtors certified.

                       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: Names S. Compton as President for Programming
---------------------------------------------------------
Tribune Broadcasting announced early this month that Sean Compton
has been appointed President/Programming for the division
effective immediately.  Compton, who has served as Tribune
Broadcasting's Senior Vice President/Programming and Entertainment
since 2008, will oversee programming decisions for the company's
23 television stations, its national cable station, WGN America,
and WGN Radio in Chicago.

"Sean is one of the most innovative thinkers and strategic
programmers in the industry," said Jerry Kersting, President of
Tribune Broadcasting.  "He's been turning around the attitude at
our station group and at WGN America by securing some outstanding
syndicated programming-and better programming means better
ratings.  He's making a huge difference in our success."

For the past two years, Mr. Compton has overseen programming and
entertainment for the company's station group and WGN America,
where ratings are up 19 percent year-over-year and 27 percent
during prime time.  He's brought some of the country's most
popular off-network comedies to Tribune Broadcasting, including
"Entourage," "Curb Your Enthusiasm," and "How I Met Your Mother"-
all set to debut this fall.  "30 Rock" will begin airing on WGN
America and select Tribune stations in fall 2011.

"We've made huge progress at our station group and at WGN
America," said Mr. Compton.  "Our fall 2010 and 2011 line-ups will
have great new shows that will continue to grow our ratings and
improve the image of our stations."

Prior to joining Tribune, Mr. Compton spent 10 years at Clear
Channel and six years at Jacor Communications, where his initial
title was "Not A Vice President."

                       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)


TRISZA RAY: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Trisza Leann Ray
        4206 E. 118th Street
        Tulsa, OK 74137
        Tel: (918) 428-6907

Bankruptcy Case No.: 10-11721

Chapter 11 Petition Date: May 24, 2010

Court: U.S. Bankruptcy Court
       Northern District of Oklahoma (Tulsa)

Judge: Dana L. Rasure

Debtor's Counsel: James W. Stamper, Esq.
                  406 S. Boulder, #640
                  Tulsa, OK 74103-3825
                  Tel: (918) 587-3700
                  E-mail: jwstamper@aol.com

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

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

According to the schedules, the Debtor says that assets total
$871,350 while debts total $1,177,779.

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/oknb10-11721.pdf

The petition was signed by the Debtor.


US AIRWAYS: Pursues Codeshare With Brazil's TAM Airlines
--------------------------------------------------------
Customers of US Airways (NYSE: LCC) and Brazil's TAM Airlines will
soon enjoy greater access across the Americas thanks to a new
codeshare agreement between the carriers announced.  The agreement
is subject to both U.S. Department of Transportation (DOT) and
Brazilian government approval.

The two carriers have agreed to a bilateral codeshare
relationship, which means that each airline may market flights
operated by the other carrier as if the flying were its own.  US
Airways began daily, nonstop service to Rio de Janeiro from its
Charlotte, N.C., hub in December 2009, while TAM serves the U.S.
from Miami, Orlando, Fla., and New York City's John F. Kennedy
International Airport.

US Airways Senior Vice President Marketing and Planning Andrew
Nocella said, "US Airways continues to bring our customers more
destinations in more countries through expanded codeshare
offerings.  Customers can book these flights directly from US
Airways and enjoy a convenient booking and travel experience just
as they would on a US Airways-operated flight."

For US Airways customers, this agreement will eventually provide a
convenient, single-source booking, ticketing and baggage
connection option for many new destinations inside Brazil,
including Sao Paulo, Salvador, Recife and Brasilia through TAM's
Rio de Janeiro hub.

TAM Airlines customers will have access to US Airways flights from
Miami, Orlando and New York's John F. Kennedy International
Airport, to destinations such as Philadelphia, Phoenix and
Washington, D.C.

And, thanks to TAM's official entrance into Star Alliance on
May 13, US Airways Dividend Miles members will also enjoy frequent
flyer program benefits, including earning mileage credit and
redeeming award travel on flights operated by TAM.

US Airways customers will also gain access to TAM Airlines airport
lounges.  Customers may purchase tickets starting in early July at
usairways.com or by calling 1-800-428-4322.

                       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: Says Govt. Intervention Adding Industry Woes
--------------------------------------------------------
Doug Parker, US Airways Group Inc.'s chief executive officer,
criticized the Obama administration and congressional Democrats
for instituting aviation policies that would hamper the
industry's recovery, The Wall Street Journal reported.

During a speech at an aviation luncheon, Mr. Parker said the
biggest threat to the industry's viability is government
intervention.  He pointed, in particular, to legislation passed
by the House that he believes could lead to billions of dollars
in additional annual fees for airlines; would curb global airline
alliances; and shift costs of air traffic-control system upgrades
to the industry.  He said the industry remains "fragile."

Mr. Parker also criticized and reiterated its right to appeal a
ruling by U.S. regulators requiring Delta Airlines Inc. and US
Airways to divest some takeoff landing slots in New York and
Washington as pre-condition for a larger slot swap in the two
cities, WSJ said.

"It's a disturbing state of affairs," Mr. Parker said in the
report, adding that the ruling on the slot swap in particular
"doesn't bode well" for the industry's future dealings with the
Obama administration.

Mr. Parker says the merger between Continental Airlines Inc. and
United Airlines Inc. would improve efficiency in the industry,
and is supportive of the merger.

                       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 Appeal DOT Rejection of Slot Transaction
-------------------------------------------------------
Delta Air Lines (NYSE: DAL) and US Airways (NYSE: LCC) issued the
following statement in response to the U.S. Department of
Transportation (DOT) and Federal Aviation Administration's (FAA)
announcement that they will reject the airlines' modified
proposal with JetBlue Airways, AirTran Airways, WestJet and
Spirit Airlines for a slot transaction at New York's LaGuardia
Airport and Washington's Reagan National Airport.

"We are disappointed the DOT and FAA rejected a proposal that
would provide clear consumer benefits in both the Washington, D.C.
and New York markets.  There are no winners in this decision --
consumers lost, communities lost and our employees lost.  Even our
competitors lost.  The Delta-US Airways proposal also would
provide expanded access to JetBlue at Washington National Airport
and to AirTran, WestJet and Spirit Airlines at New York LaGuardia
Airport.  Upon review of the just-issued order, we believe the DOT
and FAA's decision is inexplicable and has clearly exceeded their
statutory authority.  We intend to appeal this ruling to the U.S.
Court of Appeals."

As previously outlined by Delta and US Airways, the airlines'
proposed transaction would add flights to a number of cities from
both the New York and Washington, D.C. markets.

In New York, Delta will add or preserve service to dozens of
small- and medium-sized communities while adding service in a
number of markets not currently served by US Airways.  The airline
would also begin a multimillion dollar construction program at
LaGuardia to connect the existing Delta and US Airways terminals.
Delta has estimated that the transaction will generate as many as
7,000 new jobs in the New York City area driven by the
construction of new facilities and the addition of service.

In Washington, D.C., US Airways will add 15 new, daily
destinations to its schedule, including eight routes that
currently have no daily nonstop service to Reagan National on any
airline.  US Airways plans to fly to all of the destinations that
Delta decides to discontinue as a result of this transaction.
The airline also will significantly expand its use of larger
dual-class jets by nearly 50 percent at Reagan National.

Delta and US Airways on Aug. 12, 2009 announced their plans to
transfer slots at LaGuardia and Reagan National airports.  On
Feb. 9, 2010, the FAA granted conditional approval of the
transaction with a requirement that slots be divested at both
airports.  On March 22, 2010, Delta and US Airways submitted to
the FAA a modified agreement including the transfer of up to five
pairs each of takeoff and landing slots at LaGuardia to AirTran,
Spirit and WestJet, and the transfer of five pairs of Reagan
National slots to JetBlue Airways.  Under the proposed multi-
airline agreement, Delta would operate an additional 110 slot
pairs at LaGuardia; AirTran, Spirit and WestJet would obtain five
slot pairs each at LaGuardia from Delta and US Airways would
acquire 37 slot pairs at Reagan National, while also gaining
access to slots at Sao Paulo and Tokyo.

                       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.


VHGI HOLDINGS: Posts $508,060 Net Loss in Q1 2010
-------------------------------------------------
VHGI Holdings, Inc., filed its quarterly report on Form 10-Q,
showing a net loss of $508,060 on $145,569 of revenue for the
three months ended March 31, 2010, compared with a net loss of
$192,765 on $194,339 of revenue for the same period of 2009.

The Company's balance sheet as of March 31, 2010, showed
$2,673,006 in assets, $1,700,332 of liabilities, and $972,674 of
stockholders' equity.

Pritchett, Siler & Hardy, P.C., in Salt Lake City, expressed
substantial doubt about VHGI Holdings, Inc.'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 substantial losses and has a
working capital deficit.

"The Company has had limited operations and has not been able to
develop an ongoing, reliable source of revenue to fund its
existence.  The Company's day-to-day expenses have been covered by
proceeds obtained, and services paid by, the issuance of stock and
notes payable.  The adverse effect on the Company's results of
operations due to its lack of capital resources can be expected to
continue until such time as the Company is able to generate
additional capital from other sources.  These conditions raise
substantial doubt about the Company's ability to continue as a
going concern."

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

                  http://researcharchives.com/t/s?6339

Lexington, Ky.-based VHGI Holdings, Inc. (OTC BB: VHGI) is a
diverse company with assets and interests focusing on
opportunities within the Healthcare Technology Industry and
Precious Metals Markets.


VISINET INC: State to Pay Foster Care Providers & Subcontractors
----------------------------------------------------------------
The Associated Press reports that the state of Nebraska agreed to
pay foster care providers and subcontractors left after Visinet
shutdown due to financial woes.  The deal would cover back-pay
from former Visinet workers but it will not reinstate the foster
care provider's deal with the state.

Based in Omaha, Nebraska, Visinet Inc. filed for Chapter 11
protection on April 8, 2010 (Bankr. D. Ne. Case No.10-81044).
Angela L. Burmeister, Esq., at Berkshire & Burmeister, represents
the Debtor.  The Debtor listed both assets and debts of between
$1 million and $10 million.


VISTEON CORP: Shareholders to Submit Competing Plan Proposal
------------------------------------------------------------
While U.S. Bankruptcy Judge Christopher S. Sontchi hasn't
sanctioned an auction, shareholders have informed the Bankruptcy
Court that they are submitting an investment proposal superior to
the one presently being offered by bondholders.

Bill Rochelle at Bloomberg News reports that Bankruptcy Judge
Christopher Sontchi, accordingly, adjourned the hearing until
June 14 for approval of an investment proposal from creditors that
would buy new equity for $1.25 billion.  The existing plan would
allow bondholders to own 95% of the new stock by providing
$1.25 billion cash.  The other 5% would go to noteholders.

The report relates that a group of shareholders owning 13% of the
existing stock said in a May 21 court filing that it is proposing
an improvement on the bondholders' plan.  The shareholders plan
would leave reorganized Visteon with $210 million in debt, rather
than $400 million.  The shareholders also would backstop a $395
million offering while charging no fees.  While using the
bondholders' basic plan structure, the shareholders would give 10%
of the stock rather than 5% to noteholders.  Stockholders would
buy at least $175 million in new common stock and assure there is
a $210 million secured loan available on an exit from Chapter 11.

According to Bloomberg, secured lenders wrote Judge Sontchi a
letter saying the proposal from shareholders was "potentially
constructive," and accordingly sought a delay of the hearing.

                         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: Cash Collateral Use Authorized Until June 18
----------------------------------------------------------
Bankruptcy Judge Christopher Sontchi entered his Fourteenth
Supplemental Interim Order, authorizing Visteon Corp. and its
units to use cash collateral through June 18, 2010.

The Debtors' use of the Cash Collateral will be subject to
compliance of a prepared budget, a copy of which is available for
free at http://bankrupt.com/misc/Visteon_CashJune18Budget.pdf

A final hearing will be held on June 17, 2010.  Objections may
be filed no later than June 11.

A full-text copy of the 14th Supplemental Cash Collateral Order
is available for free at:

        http://bankrupt.com/misc/Visteon_14thCashOrd.pdf

                         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: Goldman Sachs Discloses 3.90% Equity Stake
--------------------------------------------------------
In a 13D filing with the U.S. Securities and Exchange Commission
on May 18, 2010, The Goldman Sachs Group, Inc., and Goldman, Sachs
& Co. disclosed beneficial ownership of 5,079,455 shares of
Visteon Corporation common stock representing 3.90% of the shares
outstanding of Visteon stock.

As of April 26, 2010, Visteon had 130,320,880 shares of common
stock outstanding.

Goldman Sachs, a New York limited partnership, is an investment
banking firm and a member of the NYSE Group, Inc. and other
national exchanges.  Goldman Sachs is a wholly owned subsidiary
of GS Group.  GS Group is a Delaware corporation and a holding
company that is a leading investment banking organization.

                         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: Reaches Stipulation on UK Pension Claim Withdrawal
----------------------------------------------------------------
Visteon Corp., Visteon UK Pension Trustees Limited, in its
capacity as trustee of the Visteon UK Pension Plan, the Board of
the Pension Protection Fund, and the Official Committee of
Unsecured Creditors sought and obtained permission from the U.S.
Bankruptcy Court to enter into a stipulation, which provides that:

  (a) the claims asserted by the UK Pension Trustee and the PPF
      against the Debtors will be withdrawn with prejudice; and

  (b) the Pension Trustee's discovery request, the Debtors'
      discovery request, the Debtors' objection, and the
      Creditors Committee's objection will be deemed withdrawn
      with prejudice.

As previously reported, the UK Pension Trustee and the PPF filed
Claim Nos. 2032, 2652, 2658, 2664, 2670, 2672, 2674, 2675, 2678,
2772, 2778, 2818, 2819, 2822, 2823, 2825, 2829, 2830, 2837, 2839,
2841, 2843, 2845, 2849, 2850, 2851, 2852, 2853, 2856, and 2859 on
October 15, 2009.

The Claims asserted against each of the Debtors contingent and
unliquidated claims arising under the Pensions Act 2004 and the
Pensions Act 2005, all applicable UK Regulations, and other
claims against the Debtors relating to the Debtors' potential
liability to the Claimants under UK law related to the
underfunding of the Visteon UK Pension Plan.

The Debtors objected to the allowance of the Claims in early
April 2010.  The Creditors Committee also filed an objection to
the Claims in early May 2010.

Each of the UK Pension Trustee and the Debtors sought certain
document requests from each other in late April 2010.

The parties are entering into the Stipulation to avoid the
expense of further litigation among them.  The parties
acknowledge that execution of the Stipulation will not constitute
or be deemed an admission of any kind on the part of the
Claimants, the Debtors or the Creditors Committee.

                         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)


WENTWORTH ENERGY: Posts $372,078 Net Loss for March 31 Quarter
--------------------------------------------------------------
Wentworth Energy Inc. filed its quarterly report Form 10-Q,
showing a $372,078 net loss on $172,872 of total revenue for the
three months ended March 31, 2010, compared with a $3.7 million
net loss on $190,408 of total revenue during the same period a
year ago.

The Company's balance sheet at March 31, 2010, showed
$20.1 million in total assets and $68.6 million in total
liabilities, for a $48.5 million total stockholders' deficit.

The Company was unable to file its Form 10-Q on time.

A full-text copy of the company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?6341

Wentworth Energy, Inc., is an exploration and production company
engaged in oil and gas exploration, drilling and development.  The
Company has oil and gas interests in Anderson County, Freestone
County, and Jones County, Texas.


WEST FELICIANA: Can Sell Mill Assets to Amzak Capital for $9MM
--------------------------------------------------------------
The Hon. Douglas D. Dodd of the U.S. Bankruptcy Court for the
Middle District of Louisiana authorized West Feliciana
Acquisition, L.L.C., to sell substantially all the assets
associated with the operation of a paper mill located in St.
Francisville, Louisiana.

Pursuant to the agreement, Amzak Capital Management, LLC, will
purchase the assets for $9,900,000, free and clear of all liens,
claims and interests.

The Debtor is also authorized to sell the assets to Pacific West
Commercial Corporation or its designee, the back-up bidder, if
Amzak Capital fails to consummate the purchase of the assets.

Saint Francisville, Louisiana-based West Feliciana Acquisition,
LLC, filed for Chapter 11 bankruptcy protection on January 17,
2010 (Bankr. M.D. La. Case No. 10-10053).  Louis M. Phillips,
Esq., at Gordon, Arata, McCollam, Duplantis & Eagan, L.L.P.,
assists the Company in its restructuring effort.  The Company
listed $50,000,001 to $100,000,000 in assets and $10,000,001 to
$50,000,000 in liabilities.


WHITEHALL JEWELERS: Can Access Term Lenders' Cash Until June 30
---------------------------------------------------------------
The Hon. Kevin Gross of the U.S. Bankruptcy Court for the District
of Delaware extended until June 30, 2010, Whitehall Jewelers
Holdings, Inc.'s authority to:

   -- incur postpetition secured super-priority indebtedness;

   -- use the cash collateral in which the prepetition secured
      parties and term lenders have an interest.

A hearing on the Debtors' continued use of the cash collateral
beyond June 30 will be held on June 21, 2010, at 1:00 p.m.

The Debtors would use the cash collateral to fund their business
postpetition.

The Debtors are also authorized to make a distribution to PWJ on
account of its secured claims against the Debtors up to the amount
of $500,000 from cash on hand upon the mutual agreement of PWJ and
the Debtors.

                 About Whitehall Jewelers Holdings

Headquartered in Chicago, Illinois, Whitehall Jewelers Holdings,
Inc. -- http://www.whitehalljewellers.com/-- through its
subsidiary, Whitehall Jewelers, Inc., operates as a specialty
retailer of fine jewelry in the United States.  It offers a
selection of merchandise, including diamonds, gold, precious and
semi-precious jewelry, and watches.  As of June 23, 2008, it
operated 373 stores in regional and super-regional shopping malls
under the names Whitehall and Lundstrom.

The Company and Whitehall Jewelers, Inc., filed for Chapter 11
relief on June 23, 2008 (Bankr. D. Del. Lead Case No. 08-11261).
Scott Rutsky, Esq., Peter Antoszyk, Esq., Adam T. Berkowitz, Esq.,
and Jesse I. Redlener, Esq., at Proskauer Rose LLP, represent the
Debtors as bankruptcy counsel.  James E. O'Neill, Esq., and Laura
Davis Jones, Esq., at Pachulski, Stang Ziehl & Jones, LLP,
represent the Debtors as Delaware counsel.  Epiq Bankruptcy
Solutions LLC is the claims, noticing and balloting agent.

In its schedules, Whitehall Jewelers, Inc., listed total assets of
$246,571,775 and total debts of $173,694,918.


XERIUM TECHNOLOGIES: Completes Balance Sheet Restructuring
----------------------------------------------------------
Xerium Technologies, Inc.'s pre-packaged chapter 11 plan of
reorganization has become effective as of May 25,2010.  The
Company, which had filed a voluntary petition for relief under
chapter 11 of the Bankruptcy Code on March 30, 2010, previously
announced that the U.S. Bankruptcy Court for the District of
Delaware confirmed its plan of reorganization on May 12, 2010.  As
anticipated, the entire court process was completed in less than
two months.

"We are delighted that we have emerged from our pre-packaged
restructuring in such a quick and efficient manner," commented
Stephen R. Light, President, Chief Executive Officer and Chairman.
"Today's events mark a very important milestone for Xerium, as we
now put this process behind us and move forward with continuing to
deliver exceptional customer service and high quality products to
our customers, while we remain focused on our new product
initiatives and opportunities to grow our business."

"We thank our customers and suppliers for their loyalty and
commitment to us during this period. We also thank our lenders,
equity shareholders, employees and everyone involved in helping us
get to where we are today.  We have come through this process with
a stronger balance sheet, and we are eager to continue forward as
a far more competitive enterprise."

In connection with the Company's plan of reorganization, declared
effective as of May 25, 2010:

-- The Company has exchanged approximately $620 million of
   existing debt for approximately $10 million in cash,
   $410 million in new term loans maturing in 2015, and
   approximately 82.6% of the common stock of Xerium.

-- Shares of the Company's common stock held prior to May 25's
   effective date have been cancelled and replaced with shares of
   new common stock that will commence trading on the New York
   Stock Exchange under the existing ticker symbol "XRM."  A total
   of 20 million shares of new common stock have been authorized.
   Shareholders of record prior to the effective date will receive
   new common shares representing approximately 17.4% of the
   issued and outstanding shares, which is equivalent to a 20-to-1
   reverse split of the Company's cancelled common stock.
   Shareholders of record will also receive four-year warrants to
   purchase up to an additional 10% of the fully diluted and
   outstanding shares of new common stock on the effective date.

-- The Company has obtained a financing facility providing
   revolving loans of up to $20 million and a term loan of
   $60 million, to be used to fund its emergence from chapter 11
   and provide ongoing working capital requirements.

-- The Company's newly reconstituted Board of Directors takes
   effect and consists of seven directors, including President,
   CEO and Chairman Stephen Light, one director who was nominated
   by the Company's former Board of Directors, and five directors
   who were nominated by certain of the Company's lenders.

-- The Company remains in ongoing discussions with the New York
   Stock Exchange's NYSE Regulation, Inc. regarding its financial
   status and the listing status of its common stock.  On May 18,
   2010, prior to completing the financial restructuring, the
   Company was notified by NYSER that it had regained compliance
   with NYSE's 30-trading-day $1 minimum share price standard for
   continued listing of its common stock, and the Company expects
   to remain in compliance with this standard as a result of the
   financial restructuring.  The Company has until June 29, 2010
   to regain compliance with either the NYSE's revised $50 million
   market capitalization or $50 million stockholders' equity
   requirement.  Based on current information and circumstances,
   the Company anticipates that with its financial restructuring
   complete, the Company will be able to maintain the required
   thresholds and regain compliance within the applicable
   timeframe.

                  About Xerium Technologies

Based in Raleigh, North Carolina, Xerium Technologies, Inc. (NYSE:
XRM), manufactures and supplies two types of consumable products
used primarily in the production of paper: clothing and roll
covers.  The Company, which operates around the world under a
variety of brand names, utilizes a broad portfolio of patented and
proprietary technologies to provide customers with tailored
solutions and products integral to production, all designed to
optimize performance and reduce operational costs.  With 32
manufacturing facilities in 13 countries around the world, Xerium
has approximately 3,300 employees.

Xerium Technologies and certain subsidiaries filed for Chapter 11
on March 30, 2010 (Bankr. D. Del. Lead Case No. 10-11031).  Judge
Kevin J. Carey presides over the cases.  John J. Rapisardi, Esq.;
George A. Davis, Esq.; and Sharon J. Richardson, Esq., at
Cadwalader, Wickersham & Taft LLP; and Mark D. Collins, Esq., at
Richards, Layton & Finger, P.A., serve as bankruptcy counsel.
Brian Fox, Michelle Campbell, and Michael Hartley at AlixPartners,
LLC, serve as the Debtors' restructuring advisors.  Stephen Ledoux
and Daniel Gilligan at Rothschild Inc. serve as the Debtors'
investment bankers.  Garden City Group Inc. is the Debtors' claims
agent.  Xerium Technologies disclosed total assets of $693,511,000
and total debts of $813,168,000 in its petition.

Judge Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware confirmed the Prepackaged Chapter 11 Plan of
Reorganization filed by Xerium Technologies, Inc., and its debtor
affiliates on May 12, 2010, after determining that the Plan
satisfies the requirements of Section 1129(a) of the Bankruptcy
Code.


ZENITH NATIONAL: Fairfax Deal Cues Fitch to Retain Negative Watch
-----------------------------------------------------------------
Fitch's ratings of Zenith National Insurance Corp. remain on Watch
Negative following the closing of its acquisition by Fairfax
Financial Holdings Limited.  The ratings on Fairfax are unaffected
by this transaction.

The Rating Watch will be resolved pending a more comprehensive
review of Fairfax and its subsidiaries, including Zenith, in the
context of Fitch's group rating methodology.

Fitch maintains a Negative Rating Watch on these ratings of Zenith
and subsidiaries:

Zenith National Insurance Corp.

  -- Issuer Default Rating 'BBB+'.

Zenith National Insurance Capital Trust I

  -- $58.5 million 8.55% trust preferred securities due Aug. 1,
     2028 at 'BB+'.

Zenith's insurance subsidiaries:
Zenith Insurance Company
ZNAT Insurance Company

  -- Insurer Financial Strength rating 'A'.

Fitch currently rates Fairfax and subsidiaries with a Stable
Rating Outlook:

Fairfax Financial Holdings Limited

  -- IDR 'BBB-';
  -- Senior debt 'BB+';
  -- $181 million 7.75% due April 15, 2012 'BB+';
  -- $91 million 8.25% due Oct.  1, 2015 'BB+';
  -- $283 million 7.75% due June 15, 2017 'BB+';
  -- $144 million 7.375% due April 15, 2018 'BB+';
  -- CDN$400 million 7.5% due Aug.  19, 2019 'BB+';
  -- $92 million 8.3% due April 15, 2026 'BB+';
  -- $91 million 7.75% due July 15, 2037 'BB+'.
  -- CDN$250 million series C preferred shares at 'BB-';
  -- CDN$200 million series E preferred shares at 'BB-'.

Fairfax, Inc.

  -- IDR 'BBB-'.

Odyssey Re Holdings Corp.

  -- IDR 'BBB';
  -- $50 million series A unsecured due March 15, 2021 'BBB-';
  -- $50 million series B unsecured due March 15, 2016 'BBB-';
  -- $40 million series C unsecured due Dec. 15, 2021 'BBB-';
  -- $225 million 7.65% due Nov.  1, 2013 'BBB-';
  -- $125 million 6.875% due May 1, 2015 'BBB-';
  -- $50 million series A preferred shares 'BB';
  -- $47 million series B preferred shares 'BB'.

Odyssey America Reinsurance Corp.

  -- Insurer Financial Strength 'A-'.

Crum & Forster Holdings Corp.

  -- IDR 'BB+';
  -- $330 million 7.75% due May 1, 2017 'BB'.

Crum & Forster Insurance Group:
Crum and Forster Insurance Company
Crum & Forster Indemnity Company
The North River Insurance Company
United States Fire Insurance Company

  -- IFS 'BBB'.

Northbridge Financial Insurance Group:
Commonwealth Insurance Company
Commonwealth Insurance Company of America
Federated Insurance Company of Canada
Lombard General Insurance Company of Canada
Lombard Insurance Company
Markel Insurance Company of Canada
Zenith Insurance Company (Canada)

  -- IFS 'BBB+'.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

May 21, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Nuts and Bolts - NYC
        Alexander Hamilton Custom House, SDNY, New York, N.Y.
           Contact: 1-703-739-0800; http://www.abiworld.org/

May 24, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     New York City Bankruptcy Conference
        New York Marriott Marquis, New York, NY
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 17-20, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa, Traverse City, Mich.
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 7-10, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Ocean Edge Resort, Brewster, Massachusetts
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Conference
        The Ritz-Carlton Amelia Island, Amelia, Fla.
           Contact: http://www.abiworld.org/

Aug. 3, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Atlanta Consumer Bankruptcy Skills Training
        Georgia State Bar Building, Atlanta, Ga.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 5-7, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 11-14, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Hawai.i Bankruptcy Workshop
        The Fairmont Orchid, Big Island, Hawaii
           Contact: 1-703-739-0800; http://www.abiworld.org/

Sept. 14, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     ABI/NYIC Golf and Tennis Fundraiser
        Maplewood Golf Club, Maplewood, N.J.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Sept. 20, 2010 (tentative)
  AMERICAN BANKRUPTCY INSTITUTE
     Complex Financial Restructuring Program
        Fordham Law School, New York, N.Y.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Sept. 23-25, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Southwest Bankruptcy Conference
        Four Seasons Las Vegas, Las Vegas, Nev.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 1, 2010 (tentative)
  AMERICAN BANKRUPTCY INSTITUTE
     ABI/UMKC Midwestern Bankruptcy Institute
        Kansas City Marriott Downtown, Kansas City, Kan.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 6-8, 2010
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        JW Marriott Grande Lakes, Orlando, Florida
           Contact: http://www.turnaround.org/

Oct. 11, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Chicago Consumer Bankruptcy Conference
        Standard Club, Chicago, Ill.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 15, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     NCBJ/ABI Educational Program
        Hilton New Orleans Riverside, New Orleans, La.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 29, 2010 (tentative)
  AMERICAN BANKRUPTCY INSTITUTE
     International Insolvency Symposium
        The Savoy, London, England
           Contact: 1-703-739-0800; http://www.abiworld.org/

Nov. __, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Delaware Views from the Bench and Bankruptcy Bar
        Hotel du Pont, Wilmington, Del.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Nov. 11, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Detroit Consumer Bankruptcy Conference
        Hyatt Regency Dearborn, Dearborn, Mich.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Dec. 9-11, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Winter Leadership Conference
        Camelback Inn, a JW Marriott Resort & Spa,
        Scottsdale, Ariz.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Dec. 2-4, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     22nd Annual Winter Leadership Conference
        Camelback Inn, Scottsdale, Arizona
           Contact: 1-703-739-0800; http://www.abiworld.org/

Jan. 20-21, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Rocky Mountain Bankruptcy Conference
        Westin Tabor Center, Denver, Colo.
           Contact: 1-703-739-0800; http://www.abiworld.org/

January 26-28, 2011
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Distressed Investing Conference
        Aria Las Vegas
           Contact: http://www.turnaround.org/

Mar. 31-Apr. 3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 9-12, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa, Traverse City, Mich.
              Contact: http://www.abiworld.org/

July 21-24, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Hyatt Regency Newport, Newport, R.I.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 4-6, 2011  (tentative)
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hotel Hershey, Hershey, Pa.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 14, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     NCBJ/ABI Educational Program
        Tampa Convention Center, Tampa, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 25-27, 2011
  TURNAROUND MANAGEMENT ASSOCIATION
     Hilton San Diego Bayfront, San Diego, CA
        Contact: http://www.turnaround.org/

Dec. 1-3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     23rd Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, Calif.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 19-22, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Workshop
        The Ritz-Carlton Amelia Island, Amelia Island, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 2-4, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Nov. 29 - Dec. 2, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Winter Leadership Conference
        JW Marriott Starr Pass Resort & Spa, Tucson, Ariz.
           Contact: 1-703-739-0800; http://www.abiworld.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.

Last Updated: May 15, 2010



                           *********

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 ***