TCR_Public/100527.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, May 27, 2010, Vol. 14, No. 145

                            Headlines

ABITIBIBOWATER INC: Wants Fairfax-Led Auction for Plan Funding
ABITIBIBOWATER INC: Amends Securitization Program
ABITIBIBOWATER INC: Sale of Brunswick Assets for C$6MM Approved
ABITIBIBOWATER INC: Reports $500,000,000 Net Loss for 1st Quarter
ADVANTA CORP: Wants to Have Until Sept. 6 to Propose Plan

ADVOCATE FINANCIAL: Voluntary Chapter 11 Case Summary
AEROBICS INC: Organizational Meeting to Form Panel on June 3
AEROTHRUST CORP: Court to Consider Further Cash Access Today
AGS LLC: S&P Downgrades Corporate Credit Rating to 'B-'
AMBAC FINANCIAL: Posts $690 Million Net Loss for March 31 Quarter

AMBRILIA BIOPHARMA: Obtains Sept. 30 Extension of CCAA Stay Order
AMERICAN HOSPITALITY: Asks for Court's Nod to Use Cash Collateral
AMERICAN HOSPITALITY: Files Schedules of Assets & Liabilities
AMERICAN INTERNATIONAL: Inks Share Purchase Pact With Prudential
AMSCAN HOLDINGS: Posts $369,000 Net Loss for March 31 Quarter

B-VV1 LLC: Files Schedules of Assets & Liabilities
BARCALOUNGER CORP: Organizational Meeting to Form Panel on May 28
BERRY PLASTICS: Posts $3.8 Million Net Loss for April 3 Quarter
BLACK GAMING: Court Sets Plan Confirmation Hearing for June 28
BOWNE & CO: Gets Shareholder Approval of Proposed Merger

BRICOLAGE CAPITAL: Trustee Wins Access in Proskauer Probe
CENTAUR LLC: S&P Withdraws 'D' Corporate Credit Rating
CHRYSLER LLC: New Chrysler May Beat Earnings Forecast, Says Exec
CHRYSLER LLC: New Chrysler Recalls 55,000 2010 Models
CHRYSLER LLC: New Chrysler Sales for April Up 25%

CHRYSLER LLC: New Chrysler Teams Up With Santander on Auto Loans
CITY OF CENTRAL FALLS: Moody's Cuts Ratings on Debt to 'B3'
COBALIS CORP: Submits Form of Order Signaling Bankruptcy Emergence
COLTS RUN: Cash Collateral Hearing Continued Until June 24
COLTS RUN: Files Schedules of Assets and Liabilities

COUNTRY OAKS: Case Summary & 20 Largest Unsecured Creditors
DANA HOLDING: S&P Raises Corporate Credit Rating to 'B+'
DOVEVIEW LLC: Asks for June 8 Deadline for Filing of Schedules
EASTMAN KODAK: Shareholders Elect 14 Nominees for Directors
EDUCATION MANAGEMENT: S&P Raises Corporate Credit Rating to 'BB-'

EMPIRE RESORTS: Posts $2.2 Million Net Loss for March 31 Quarter
ENRON CORP: ECRC Files 22nd Post-Confirmation Report
ERICKSON RETIREMENT: New Owners Eye Expansion With Same Biz Model
ERICKSON RETIREMENT: Wants to Modify Injunction on 2 Campus LLCs
ERICKSON RETIREMENT: Wins Nod of Settlement With Sovereign Bank

FORTUNE INDUSTRIES: Posts $28,000 Net Loss for March 31 Quarter
FRANKLIN PACIFIC: Case Summary & 17 Largest Unsecured Creditors
FRENCH BROAD: Cash Collateral Hearing Continued Until June 21
FRENCH BROAD: Three-Member Creditors Committee Formed
FUNDAMENTAL PROVISIONS: Wants Plan Solicitation Period Extended

GENTIVA HEALTH: Moody's Reviews 'Ba3' Corporate Family Rating
GENTIVA HEALTH: S&P Changes Outlook to Stable; Keeps 'B+' Rating
GOLD'S GYM: Files for Bankruptcy Protection Under Chapter 11
GREAT POINT: S&P Assigns 'BB+' Rating on $220 Mil. Senior Notes
GEORGE RODOLFO PAGLIARO: Files Schedules of Assets & Liabilities

GEORGE RODOLFO PAGLIARO: Taps Vincent Renda as General Counsel
GREENSHIFT CORP: Posts $2.9 Million Net Loss for March 31 Quarter
GREGORIO ALVAREZ: Case Summary & 20 Largest Unsecured Creditors
HACIENDA GARDENS: Case Summary & 19 Largest Unsecured Creditors
HOTELS UNION: Taps Potter Anderson to Handle Reorganization Case

HOTELS UNION: Union Square Dismissal Plea Hearing Tomorrow
HOTELS UNION: Section 341(a) Meeting Scheduled for June 18
IMAX CORP: Amends Employment Contract With CFO Sparacio
INDUSTRIAL ENTERPRISES: 2 Former Execs. Charged With $60MM Fraud
JAIMELEE LAWLER: Case Summary & 13 Largest Unsecured Creditors

KEITH BLACKMON: Case Summary & 12 Largest Unsecured Creditors
LEHMAN BROTHERS: Judge Allows $5.2-Bil. Archstone Restructuring
LYONDELL CHEMICAL: Has Deal Resolving ConocoPhillips' Claims
LYONDELL CHEMICAL: Parent Reports $10,000,000 Income for Q1
LYONDELL CHEMICAL: Stipulation Allowing Broadpoint Transaction Fee

MEDIACOM COMMUNICATIONS: Fitch Lifts Issuer Default Rating to 'B+'
MPG OFFICE: Posts $25 Million Net Income for March 31 Quarter
MONDRIAN TTL: Gets Court's Interim Nod to Use Cash Collateral
MONDRIAN TTL: Taps Lewis and Roca as Bankruptcy Counsel
MONDRIAN TTL: Wants Filing of Schedules Extended Until June 1

MXENERGY HOLDINGS: Posts $5.2 Million Net Income for March 31 Qtr
NEW YORK CHOCOLATE: Wins Nod for $1.44-Mil. of DIP Financing
NEW YORK STATE ELECTRIC: Moody's Puts Ba1 Preferred Stock Rating
NEXCEN BRANDS: To Sell Assets to Global Franchise for $112 Million
NEXCEN BRANDS: Posts $711,000 Net Loss for March 31 Quarter

NII HOLDINGS: Moody's Reviews 'B1' Corporate Family Rating
NORTH AMERICAN PETROLEUM: Petroflow Units File for Chapter 11
NOVASTAR FIN'L: Balance Sheet Upside-Down by $97.4MM at March 31
OCEAN PARK: Court Extends Filing of Schedules Until June 18
OCEAN PARK: Gets Interim OK to Use Nationwide's Cash Collateral

PALCO LLC: Case Summary & 20 Largest Unsecured Creditors
PETER MURRAY: Case Summary & 20 Largest Unsecured Creditors
PREMIER GENERAL: Creditors Want Case Converted to Chapter 7
PREMIER GENERAL: Taps William B. Kingman as Bankruptcy Counsel
PREMIER GENERAL: Files Schedules of Assets and Liabilities

QUESTAR MARKET: S&P to Cut Ratings to BB+ Upon Spin-Off Completion
RADIENT PHARMACEUTICALS: Posts $2.6 Million Net Loss in Q1 2010
REEL 'EM IN: Files for Chapter 11 Bankruptcy Protection
REGAL ENTERTAINMENT: Stays $250 Million Sr. Notes Public Offering
RIVIERA HOLDING: Posts $4.5 Million Net Loss for March 31 Quarter

RODIN & COMPANY: Case Summary & 20 Largest Unsecured Creditors
ROYCE BRISTER: Case Summary & 6 Largest Unsecured Creditors
SAINT VINCENTS: Court Sets June 15 Bid Deadline for Staff House
SAINT VINCENTS: Gets Final Nod for $78 Mil. of DIP Financing
SAINT VINCENTS: Gets Nod for VNS-Led Sale Process for Hospice

SAINT VINCENTS: Has Final Approval for Hospital Closure Plan
SAINT VINCENTS: Proposes Contracts Rejection Protocol
SAINT VINCENTS: Receives Final Approval to Access Cash Collateral
SAINT VINCENTS: Schedules Deadline Extended Until June 14
SAINT VINCENTS: Wins Approval to Pay Patient Refunds & Expenses

SAKS INCORPORATED: S&P Raises Corporate Credit Rating to 'B+'
SAND HILL: Case Summary & 20 Largest Unsecured Creditors
SPRINT NEXTEL: Shareholders Elect 10 to Board of Directors
STANISLAW HOPPE: Case Summary & 20 Largest Unsecured Creditors
STANLEY SIMMONS: Case Summary & Largest Unsecured Creditor

STUART COHEN: Case Summary & 14 Largest Unsecured Creditors
STYRON: S&P Assigns 'B+' Corp. Credit Rating; Outlook is Stable
TAYLOR-WHARTON: Obtains Confirmation of Reorganization Plan
TBR USA: Court Resolves Disputed Chapter 7 Trustee Election
TENNECO INC: Moody's Raises Corporate Family Rating to 'B2'

TENNECO INC: S&P Assigns 'BB-' Rating on Proposed $150 Mil. Loan
TOUCHTON INDUSTRIES: Abal Auction Liquidates Equipment Assets
TRANSUNION CORP: Moody's Assigns Corporate Family Rating at 'B1'
TRIBUNE CO: Broadcasting Names Cruse as Duoply Manager
TRIBUNE CO: D. Thomas Named EVP & GM for Tribune365

TRIBUNE CO: Don Meek Named EVP & Chief Revenue Officer
TRONOX INC: Fremont Lumber Wants to File Late Claims
TRONOX INC: LaGrange Plea to File Late Claims Rejected
TRONOX INC: Wins Approval of Kress Creek Settlement
TRUMP ENTERTAINMENT: Posts $32 Million Net Loss in Q1 2010

UNITED REFINING: S&P Affirms Corporate Credit Rating at 'B'
US AIRWAYS: CEO Doug Parker's Compensation Fell 31% in 2009
US AIRWAYS: Fitch Affirms Issuer Default Rating at 'CCC'
VERMILLION INC: Posts $11.5 Million Net Loss for March 31 Quarter
VINTON OIL: Case Summary & 2 Largest Unsecured Creditors

VISTEON CORP: Citadel Entities Disclose 0.8% Equity Stake
VISTEON CORP: UBS AG Has 0.12% Equity Stake
WASHINGTON MUTUAL: Shareholders Want to Examine JPMorgan Files
WASHINGTON MUTUAL: Settles Homeowners Class Action Suit
WEST VIEW: Files Reorganization Plan; Unsecureds to Recover 50%

WESTERN REFINING: S&P Affirms Corporate Credit Rating at 'B'
YRC WORLDWIDE: Board Appoints Seven Officers as Directors

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


                            *********


ABITIBIBOWATER INC: Wants Fairfax-Led Auction for Plan Funding
--------------------------------------------------------------
AbitibiBowater Inc. and its units intend to finance creditor
distributions and business operations after emergence from
bankruptcy through, among others, raising up to $500 million
through the issuance of notes pursuant to a rights offering under
their recently Chapter 11 Plan.

To ensure that the Rights Offering raises the required funds, the
Debtors entered into a commitment agreement with investors
Fairfax Financial Holdings Limited, Avenue Capital Management and
certain prepetition noteholders to backstop the Rights Offering.
Essentially, the Backstop Investors will purchase any
unsubscribed-for Notes on the effective date of the Plan.  In
exchange, the Debtors agreed to (i) pay the Backstop Investors a
commitment fee; (ii) reimburse certain expenses incurred by the
Backstop Investors and their professionals; and (iii) indemnify
the Backstop Investors.

To make certain that the terms of the Backstop Commitment and the
Notes to be issued under the Plan pursuant to the Rights Offering
are the most favorable terms available, the Debtors specifically
negotiated for the ability to conduct a public auction process by
which they will market test the Issuance Terms.

Accordingly, by this motion, the Debtors ask Judge Carey to:

  (a) approve proposed uniform bid procedures with respect to
      the auction process for the Issuance Terms, including the
      payment of a termination payment, if due, pursuant to the
      Commitment Agreement;

  (b) approve a release by the Debtors and Official Committee of
      Unsecured Creditors of certain claims in connection with
      certain Convertible Notes; and

  (c) upon the conclusion of the auction process, authorize the
      Debtors to enter into the Commitment Agreement with the
      Backstop Investors or, in the event that another party
      submits a more favorable bid, that winning investor, and
      make all related payments.

In exchange for the ability to conduct the auction process and in
consideration for the Backstop Investors' willingness to serve as
the "stalking horse" bidder, the Debtors have agreed to make a
payment to the Backstop Investors if the Commitment Agreement
terminates because the Debtors obtain superior Issuance Terms to
those set forth in the Commitment Agreement.

                Other Terms of Backstop Commitment

The other key terms of the Backstop Commitment as set forth in
the Commitment Agreement are:

Size of Rights Offering  $500 million in unsecured convertible
and Exercise Price:      notes, at a purchase price of $1 per
                          note

Duration:                The Outside Date will occur on the
                          later of (i) October 15, 2010, or (ii)
                          the date that is the earlier to occur
                          of (x) December 31, 2010, and (y) the
                          latest date on which any of the
                          Debtors' commitments for exit financing
                          facilities are set to expire.

Aggregate Commitment     Backstop Payment equal to the greater
Payments:                of $15 million and 6% of the total size
                          of the Rights Offering

A full-text copy of the Backstop Commitment Agreement by Fairfax,
et al., is available for free at:

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

                         Notes Term Sheet

The Commitment Agreement also sets forth the principal terms of
the Notes to be issued under the Plan in a term sheet.  The
parties contemplate that the Debtors will issue Notes on these
terms:

Issuer:                AbitibiBowater Inc.

Issue Amount:          New notes to be issued in an amount not
                        to exceed the lesser of:

                         (i) US$500 million; and
                        (ii) the sum of (x) US$325 million, and
                             (y) US$1,400 million less the sum
                             of Available Cash as of the
                             effective date.

                        The Amount is subject to further
                        reduction by the amount of Liquidity of
                        the Company at the Effective Date in
                        excess of $600 million.

Coupon:                10% payable semi-annually in arrears on
                        the date that is six months after the
                        Closing Date

Upfront Payment:       The Company will pay to each Eligible
                        Holder that subscribes to Rights to
                        purchase New Notes an amount equal to 4%
                        of the aggregate principal amount of
                        such New Notes on the Effective Date

Maturity Date:         7 years

Guarantees:            The New Notes will be guaranteed by the
                        wholly owned U.S. subsidiaries of the
                        Company

The final terms of the Notes will be determined though the
auction process.

A full-text copy of the New Notes Term Sheet is available for
free at http://bankrupt.com/misc/ABH_NewNotesTermSheet.pdf

                         Bid Procedures

The Debtors propose these uniform procedures to govern the
auction regarding the Issuance Terms:

* Due Diligence.  A Potential Investor who executes an
   acceptable confidentiality agreement may conduct due
   diligence from the date an order is entered approving the Bid
   Procedures and the Termination Payment until the Bid
   Deadline.

* Bid Deadline.  June 18, 2010, 5:00 p.m. Eastern Time

* Qualified Bid Requirements.

   A Qualified Bid must:

     -- be in writing;

     -- be accompanied by a clean and a duly executed Commitment
        Agreement, along with all exhibits;

     -- include a mark-up of the Commitment Agreement that
        reflects all amendments and modifications with respect
        to both the terms of the Backstop Commitment and the
        Notes Term Sheet;

     -- specifically identify modifications or alterations to
        the terms of the Plan, if any, contemplated or
        necessitated by the terms or structure of the bid;

     -- not be conditioned on any contingency; and

     -- must remain irrevocable until 72 hours after the
        Auction.

   In addition, each Potential Investor must:

     -- provide sufficient and adequate information to
        demonstrate that such Potential Investor has the
        financial wherewithal and ability to provide the
        Backstop Commitment;

     -- provide sufficient and adequate information to
        demonstrate that such Potential Investor is duly
        authorized by any applicable boards or other type of
        internal governance to submit, execute and provide the
        Backstop Commitment; and

     -- not be entitled to any break-up fee, transaction fee,
        Termination Payment, expense reimbursement or any
        similar type of payment or reimbursement.

* Auction.  June 21, 2010 at 10:00 a.m. Eastern Time

* Auction Procedures.

    Only Qualified Bidders and their duly-authorized
    representatives, the Company, and its respective advisors,
    and the advisors to the Creditors Committee and the Monitor
    are permitted to attend the Auction.  Bidding at the Auction
    will begin at the Starting Bid, to be determined before the
    Auction date.  The Backstop Investors will receive a credit
    equal to the amount of the Termination Payment when bidding
    at the Auction.  The Auction may include individual
    negotiations.

* Hearing.

    A hearing to consider approval of the Successful Bid will
    take place in the Bankruptcy Court on June 22, 2010, at
    11:00 a.m. Eastern Time.

                        Bid Protections

To compensate the Backstop Investors for the risks and costs
associated with serving as a stalking horse, the Debtors have
agreed to provide the Backstop Investors with certain bid
protections, including a Termination Payment and Transaction
Expenses.

If the Commitment Agreement terminates before it is approved by
the Bankruptcy Court as when the Debtors select a different
investor or group of investors at the auction, the Debtors will
pay the Backstop Investors a Termination Payment equal to the
lesser of (i) $15 million, or (ii) 5% of the capital raised by
any alternate transaction, but in any event no less than
$7.5 million.

The Backstop Investors may also become entitled to a Termination
Payment after the Court authorizes the Debtors to enter into the
Commitment Agreement with the Backstop Investors.  In this case,
the Termination Payment is intended to compensate the Backstop
Investors for the funds they have reserved and committed under
the Commitment Agreement, and the commensurate benefit to the
Debtors' estates of their commitment to reserve those funds:

  -- If the Termination Payment becomes payable on or before
     October 15, 2010, the amount of the Termination Payment
     will be $15 million.

  -- If the Termination Payment becomes payable after
     October 15, 2010, the amount of the Termination Payment
     increases to the greater of (i) $15 million, and (ii) 6% of
     the size of the Rights Offering as of October 15, 2010.

Upon Bankruptcy Court approval of the Commitment Agreement, the
Debtors also agree to indemnify the Backstop Investors against
any and all losses, claims, damages, liabilities and expenses to
which any of the Backstop Investors may become subject in
connection with or arising out of the proposed transaction.

                        Notice of Auction

To ensure a rigorous auction process in which all potentially
interested investors have the opportunity to participate, the
Debtors propose to provide notice of the order approving
the Bid Procedures by mail to the counsel to the Creditors
Committee; the Office of the United States Trustee; counsel to
the agents for the Debtors' prepetition secured bank facilities;
counsel to the agent for the DIP Lenders; counsel to the agent
for the Debtors' securitization facility; the Monitor appointed
in the Canadian Proceeding; those parties entitled to notice
pursuant to Bankruptcy Rule 2002, in accordance with Local Rule
2002-1 (b); and all parties that have contacted the Debtors or
their advisors in connection with participating in the Rights
Offering or providing any other form of exit financing.

                        Fairfax Release

Finally, in connection with Fairfax's commitment to participate
as a Backstop Investor and provide substantial new capital to the
Company through the Commitment Agreement, the Debtors and the
Creditors Committee have resolved an outstanding dispute with
Fairfax.

Specifically, the Creditors Committee previously alleged that the
Debtors' estates may have potential avoidance action claims with
respect to certain Convertible Notes issued prepetition to
Fairfax.

To induce Fairfax to participate in the Commitment Agreement as a
Backstop Investor, the Creditors Committee and the Debtors have
now agreed, upon the occurrence of certain Release Conditions, to
release and discharge any and all liabilities the Debtors or the
Creditors Committee may have against Fairfax related to Bowater's
guaranty of the Convertible Notes.

                         Hearing Request

The Debtors ask Judge Carey to consider the Bid Procedures and
potential Termination Payment at the omnibus hearing scheduled
for June 11, 2010.  They also seek that the objection deadline be
set for June 7, 2010.

                     About AbitibiBowater

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

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

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

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

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



ABITIBIBOWATER INC: Amends Securitization Program
-------------------------------------------------
AbitibiBowater Inc. and its units aver that their Securitization
Program, which is essentially a guaranteed receivables purchase
facility, is important to ensure that they have adequate liquidity
to conduct their business in the ordinary course.  To this end,
the Debtors amended and restated their prepetition Securitization
Program soon after filing for bankruptcy.  Among others, the 2009
Amendments (i) extended the maturity date of the Securitization
Program to June 2010; and (ii) provided the Debtors with the
option to further extend the maturity date through two additional
three-month extensions.  Exercising each Extension would cost the
estates a 1% extension fee and result in a higher rate of
interest payable for the duration of the Extension.

The Debtors now tell Judge Carey that they have negotiated a
further amendment of the Securitization Program to take advantage
of improving market conditions.  The Debtors ask Judge Carey to
approve the amendment.

As a result of good faith, arm's-length negotiations, the
Debtors; Citibank, N.A., as agent; Citigroup Global Markets Inc.
and Barclays Capital Inc., as arrangers; the banks party to the
Program; and their advisors agree to these key terms for the 2010
Amendments:

  Maturity Date:    Extended for an additional 364 days
                    from the date of the order approving
                    the 2010 Amendments becomes effective.

                    Fifteen Month Extension and Eighteen
                    Month Extension provisions deleted.

  Commitment:       Purchase Limit reduced from $270 million
                    to $180 million in the aggregate.

  Interest
  Expense:          Interest cost reduced from LIBOR + 750
                    basis points (with a 3% LIBOR floor) to
                    LIBOR + 400 basis points (with a 2% LIBOR
                    floor).

  Unused
  Commitment
  Fee:              Unused commitment fee reduced from to
                    1.5% to 75 basis points.

  Financial
  Covenants:        Adding covenant levels for the fiscal
                    quarters ending after September 30,
                    2010, i.e., for the new duration of
                    the Securitization Program.

The modifications set forth are documented by amendments to three
of the agreements through which the Securitization Program is
memorialized: the Receivables Purchase Agreement; the Guaranty
and Undertaking Agreement; and the Purchase and Contribution
Agreement.

In exchange for the modifications, ACI Funding, a non-debtor
affiliate of AbitibiBowater Inc., has agreed to pay certain fees
to the Agent, the Arrangers and the Banks in the aggregate amount
of $3.8 million.

Out of an abundance of caution, the Debtors ask Judge Carey to
authorize ACSC to cause ACI Funding to pay the fees.

Other than with respect to certain economic terms and the
maturity date, the 2010 Amendments do not modify the
Securitization Program as previously approved by the Bankruptcy
Court.

A full-text copy of the 2010 Amendments is available for free at:

     http://bankrupt.com/misc/ABH_2010Amndmnt_SecFaclity.pdf

The Debtors estimate that the 2010 Amendments will result in cash
savings of approximately $4 million before October 2010, even
taking into account the payment of the Amendment Fees.

                     About AbitibiBowater

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

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

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

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

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


ABITIBIBOWATER INC: Sale of Brunswick Assets for C$6MM Approved
---------------------------------------------------------------
AbitibiBowater Inc. and its units sought authority from the U.S.
Bankruptcy Court to sell certain dam and pipeline assets located
in New Brunswick, Canada, through a purchase and sale agreement
between Bowater Maritimes Inc., as vendor, to Regional Development
Corporation, acting on behalf of the province of New Brunswick for
C$6 million.

The dam and pipeline infrastructure, once used for the Dalhousie
mill operations, supply water to the Town of Dalhousie, New
Brunswick.

The Dam, a 100-foot cement structure, is located on the Charlo
River close to the Dalhousie Mill.  The Pipeline, a 10-mile long
structure and three-feet in diameter, brings the water from the
Dam to the Dalhousie Mill.  It also supplies water to the Town of
Dalhousie for its municipal needs.  Originally made from
wood, the Pipeline was replaced with a high density polyethylene
pipe in 1982.  The Dam was rebuilt in 1995 and 1996 to comply
with Canadian Dam Safety Guidelines, as noted in a declaration
filed by Luc LaChapelle, vice-president of Business Support for
AbitibiBowater, Inc.

AbitibiBowater permanently closed the Dalhousie Mill in 2008.
Since the mill closure, no industrial demand exists for the Dam
and Pipeline.

Notwithstanding the Dam's limited utility as a source of power,
the Government is refurbishing a nearby nuclear power facility
and intends to rely on the Dam for supplemental water to supply a
thermal power station, also located in the area, while the
nuclear plant is off-line during the renovation process.  In
addition, the Dam and Pipeline remain critical as the Town of
Dalhousie's water supply, Sean T. Greecher, Esq., at Young
Conaway Stargatt & Taylor LLP, in Wilmington, Delaware, noted.

After the closing and selling the Dalhousie Mill, the Debtors had
no further need for the Dam and Pipeline for their operations.
The Debtors point out that if they stop operating the Dam, they
would have to remove the Dam and remediate the Charlo River,
which is a salmon river, under federal and provincial
regulations.  The cost of removing the Dam would be material.

The Government is therefore the only realistic buyer for these
assets, Mr. Greecher maintained, given its interest in securing
the water supply it needs for the region.  Accordingly, the
Debtors determined to enter into the PSA with the RDC.

The Assets to be sold consist of all those pieces and parcels of
land together with their appurtenances and any improvements
situated with respect to the dam and pipeline assets in New
Brunswick.

                         Parties Object

Representing the RDC, Andrew R. Remming, Esq., at Morris,
Nichols, Arsht & Tunnell LLP, in Wilmington, Delaware, noted that
an agreement in principal exists between RDC and the Debtors
regarding certain of the Debtors' property that is not being sold
or otherwise transferred to AIM under the PSA.  That property is
referred to as the Non-PSA Assets.

Under the Agreement, the RDC intends to purchase, and the Debtors
intend to sell, the Non-PSA Assets, Mr. Remming said.

The RDC believes the PSA may incorrectly define the term
'Excluded Assets.'  The PSA's definition of Excluded Assets may
be susceptible to an interpretation that would result in the Non-
PSA Assets being erroneously excluded from the Excluded Assets,"
Mr. Remming pointed out.

The RDC thus reserves any and all rights it maintains with
respect to the Non-PSA Assets, including, without limitation, its
ability to challenge the Debtors' ability to sell or otherwise
transfer the Non-PSA Assets to AIM or any other individual or
entity.

The Debtors also noted that they received informal comments from
Wachovia Bank N.A, regarding the Brunswick Asset Sale Motion.  To
resolve the Wachovia's concerns, the Parties modified the
Proposed Order to provide that "the net cash consideration
received by the Debtors in connection with the disposition of the
Property constitutes proceeds of the Canadian Prepetition
Collateral, and will be subject to the Canadian Replacement Liens
and Canadian DIP Liens, as each term is defined in the Final DIP
Order."  The Debtors will direct that the Proceeds be maintained
in trust with Ernst & Young Inc., in its capacity as Monitor.

                         *     *     *

Judge Carey approves the sale of the Brunswick Assets to the RDC.

All objections and responses concerning the Sale Motion are
resolved.  Any objection or response that was not otherwise
withdrawn, waived or settled are overruled and denied, Judge
Carey rules.

                     About AbitibiBowater

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

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

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

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

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


ABITIBIBOWATER INC: Reports $500,000,000 Net Loss for 1st Quarter
-----------------------------------------------------------------
AbitibiBowater, Inc., reported to the U.S. Securities and
Exchange Commission on May 20, 2010, financial results for the
quarter period ended March 2010.

Prior to the filing, the Company noted that it was unable to
report its quarter results timely "due to a potential discrepancy
with certain reported sales information in one of its reporting
segments and related notes."

AbitibiBowater Senior Vice President, Finance and Chief
Accounting Officer Joseph B. Johnson related that the newsprint
industry experienced a slight decrease in North American demand
in the first quarter of 2010.  However, the newsprint market was
much improved compared to the first quarter of 2009 when North
American demand declined 32.2%.  The coated mechanical papers
industry in North America also improved in the first quarter of
2010.  The specialty papers industry experienced a slight
increase in the first quarter of 2010 in North American demand,
particularly for super-calendered high gloss papers.  Global
shipments of market pulp increased during the first quarter of
2010, despite a significant decline in China, which was partially
offset by increases in North America and Western Europe.

The Company's wood products segment benefited from a significant
increase in pricing in the first quarter of 2010, according to
Mr. Johnson.

The Company's sales decreased $13 million, or 1.2%, from
$1.113 billion in the first quarter of 2009 to $1.00 billion in
the first quarter of 2010.  The decrease was primarily due to
significantly lower transaction prices in paper grades, as
pricing in these grades experienced a precipitous decline in
2009.  The sales impact of lower transaction prices was partially
offset by higher shipments for all of AbitibiBowater's product
lines, particularly newsprint, market pulp and wood products as
markets began improving in recent quarters, as well as
significantly higher transaction prices for market pulp and wood
products.

Operating loss increased $86 million from $24 million in the
first quarter of 2009 to $110 million in the first quarter of
2010.  Manufacturing costs increased $93 million in the first
quarter of 2010 compared to the first quarter of 2009, primarily
due to a significantly unfavorable currency exchange, the
alternative fuel mixture tax credits of $33 million in the first
quarter of 2009, higher volumes and higher costs for maintenance.
The higher costs were partially offset by lower costs for wood
and fiber at $13 million, energy at $22 million, fuel at
$7 million, chemicals at $13 million, labor and benefits at
$18 million, depreciation at $34 million and other favorable cost
variances.

Distribution costs at AbitibiBowater increased $22 million in the
first quarter of 2010 compared to the first quarter of 2009, due
to significantly higher shipment volumes and higher distribution
costs per ton.  Selling and administrative costs decreased
$60 million in the first quarter of 2010 compared to the first
quarter of 2009, primarily due to continued cost reduction
initiatives and the reversal of a $17 million bonus accrual in
the first quarter of 2010, as well as costs related to our
unsuccessful refinancing efforts during the first quarter of
2009.

In the first quarter of 2010, AbitibiBowater recorded $30 million
in closure costs, impairment and other related charges, which are
not associated with our work towards a comprehensive restructuring
plan.  The Company realized $9 million in net gains on disposition
of assets in the first quarter of 2010 compared to $52 million in
the same period of 2009.

According to Mr. Johnson, further non-profitable capacity
curtailments for 2010 may become necessary if newsprint demand
declines or if global conditions worsen for any of our product
lines.  For the Company's wood products business segment, it is
expected that the 2010 operating rate to continue at extremely
low levels and we will continue to take curtailment and other
actions to minimize the financial impact as a result of the
economic conditions.

Mr. Johnson pointed out that markets began to improve in the
fourth quarter of 2009, which continued into the first quarter of
2010 in most of paper and pulp grades, as well as in the lumber
market with better than expected lumber pricing.  Accordingly,
AbitibiBowater announced price increases in these paper and pulp
grades:

  * North American newsprint price increases of $35 per metric
    ton in each of September and October 2009 and $25 per metric
    ton in each of March, April, May and June 2010;

  * Coated mechanical price increases of $30 per short ton
    effective immediately on all new orders and shipments and
    for all shipments on or after May 1, 2010, and an additional
    $60 per short ton effective June 1, 2010;

  * Specialty grade price increases of $30 per short ton
    effective immediately on all new orders and shipments and
    for all shipments on or after May 1, 2010, and an additional
    $60 per short ton effective June 1, 2010; and

  * Pulp price increases of $30 to $50 per metric ton effective
    March 1, 2010, an additional $50 per metric ton effective
    April 1, 2010 and an additional $20 to $50 per metric ton,
    depending on the grade, effective May 1, 2010.

As of March 31, 2010, AbitibiBowater employed approximately
11,900 people, of whom approximately 8,800 were represented by
bargaining units.  The Company's unionized employees are
represented predominantly by the Communications, Energy and
Paperworkers Union in Canada and predominantly by the United
Steelworkers International in the U.S.

                       Legal Proceedings

On February 2, 2010, Bridgewater Paper Company Limited, a
subsidiary of AbitibiBowater Inc filed for administration in the
United Kingdom pursuant to the United Kingdom Insolvency Act
1986, as amended.  BPCL's board of directors appointed Ernst &
Young LLP as joint administrators for the BPCL Administration,
whose responsibilities are to manage the affairs, business and
assets of BPCL.

On March 31, 2010, Honorable Mr. Justice Clement Gascon, J.S.C.,
of the Superior Court Commercial Division for the District of
Montreal in Quebec, Montreal, Canada, dismissed a motion for
declaratory judgment brought by the province of Newfoundland and
Labrador, awarding costs in AbitibiBowater's favor, and thus
confirmed the Company's position that the five orders the
province issued under Section 99 of its Environmental Protection
Act on November 12, 2009, are subject to the stay of proceedings
pursuant to the Creditor Protection Proceedings.  The province of
Newfoundland and Labrador's orders could have required the
Company to proceed immediately with the environmental remediation
of various sites that it formerly owned or operated, some of
which the province expropriated in December 2008 with the
Abitibi-Consolidated Rights and Assets Act, S.N.L. 2008, c.A-
1.01.

AbitibiBowater is involved in various legal proceedings relating
to contracts, commercial disputes, taxes, environmental issues,
employment and workers' compensation claims and other matters.
The Company periodically reviews the status of these proceedings
with both inside and outside counsel.

"Although the final outcome of any of these matters is subject to
many variables and cannot be predicted with any degree of
certainty, we establish reserves for a matter including legal
costs expected to be incurred when we believe an adverse outcome
is probable and the amount can be reasonably estimated," Mr.
Johnson noted.

"We believe that the ultimate disposition of these matters will
not have a material adverse effect on our financial condition,
but it could have a material adverse effect on our results of
operations in any given quarter or year," Mr. Johnson added.

All litigation against the Debtors that arose or may arise out of
prepetition conduct or acts is subject to the automatic stay
provisions of Chapter 11 and the CCAA.  Any recovery by the
plaintiffs in the legal matters will be treated consistent with
all other general unsecured claims in the Creditor Protection
Proceedings.

As of April 30, 2010, there were 54,703,307 shares of
AbitibiBowater Inc. common stock outstanding.

A full-text copy of AbitibiBowater's 2010 First Quarter Results
is available on Form 10Q at http://ResearchArchives.com/t/s?6304

                       ABITIBOWATER, INC.
              Unaudited Consolidated Balance Sheet
                      As of March 31, 2010

                             ASSETS

Current Assets:
Cash and cash equivalents                          $750,000,000
Accounts receivable, net                            767,000,000
Inventories, net                                    595,000,000
Assets held for sale                                 40,000,000
Other current assets                                124,000,000
                                                ----------------
Total Current Assets                               2,276,000,000

Fixed assets, net                                  3,670,000,000
Goodwill                                              53,000,000
Amortization intangible assets, net                  476,000,000
Other assets                                         535,000,000
                                                ----------------
Total Assets                                      $7,010,000,000
                                                ================

                    LIABILITIES AND DEFICIT

Liabilities not subject to compromise:
Current Liabilities:
Accounts payable and accrued liabilities           $508,000,000
Debtor-in-possession financing                      206,000,000
Secured borrowings                                  120,000,000
Short-term bank debt                                683,000,000
Current portion of long-term debt                   300,000,000
Liabilities associated with assets
held for sale                                        35,000,000
                                                ----------------
Total Current Liabilities                          1,852,000,000

Long-term debt, net of current portion               283,000,000
Pension & other postretirement projected
benefit obligations                                  68,000,000
Other long-term benefits                              78,000,000
Deferred income taxes                                114,000,000
                                                ----------------
Total Liabilities Not Subject to Compromise        2,395,000,000

Liabilities Subject to Compromise                  7,093,000,000
                                                ----------------
Total Liabilities                                  9,488,000,000

Commitments and Contingencies
Deficit:
AbitibiBowater, Inc. shareholders' deficit:
Common stock, $1 par value, 54.7 shares
outstanding as of March 31, 2010                     55,000,000
Exchangeable shares at no par value, 3.0 shares
outstanding as of March 31, 2010                    173,000,000
Additional paid-in capital                        2,524,000,000
Deficit                                          (4,891,000,000)
Accumulated other comprehensive loss               (456,000,000)
                                                ----------------
Total AbitibiBowater Inc.
shareholders' deficit                            (2,595,000,000)

Non-controlling interests                           117,000,000
                                                ----------------
Total Deficit                                     (2,478,000,000)
                                                ----------------
Total Liabilities and Deficit                     $7,010,000,000
                                                ================

                      ABITIBIBOWATER, INC.
        Unaudited Consolidated Statements of Operations
               Three Months Ended March 31, 2010

Sales                                             $1,100,000,000

Cost and expenses:
Cost of sales                                       915,000,000
Depreciation, amortization
and cost of timber                                  132,000,000
Distribution costs                                  137,000,000
Selling and admin. expenses                          30,000,000
Closure costs, impairment & other charges             5,000,000
Net gain on disposition of assets                    (9,000,000)
                                                ----------------
Operating loss                                      (110,000,000)
Interest expense                                    (189,000,000)
Other expense, net                                    (3,000,000)
                                                ----------------
Loss before reorganization items
& income taxes                                     (302,000,000)
Reorganization items, net                           (205,000,000)
                                                ----------------
Loss before income taxes                            (507,000,000)
Income tax benefit                                     1,000,000
                                                ----------------
Net loss including non-controlling interests        (506,000,000)
Net loss (income) attributable
to non-controlling interests                          6,000,000
                                                ----------------
Net loss attributable to AbitibiBowater Inc.       ($500,000,000)
                                                ================

                      ABITIBIBOWATER, INC.
         Unaudited Consolidated Statements of Cash Flow
               Three Months Ended March 31, 2010

Cash Flows from Operating Activities:
Net loss including non-controlling interests       ($506,000,000)
Adjustments to reconcile net (loss) to net cash
(used in) provided by operating activities:
Share-based compensation                              2,000,000
Depreciation, amortization and cost of timber       132,000,000
Closure costs, impairment and other charges           5,000,000
Deferred income taxes                                 2,000,000
Net pension expense (contributions)                   1,000,000
Net gain on disposition of assets                    (9,000,000)
Amortization of debt discount (premium), net          5,000,000
Loss (gain) on translation of
foreign currency debt                                18,000,000
Non-cash reorganization items, net                  186,000,000
Changes in working capital:
Accounts receivable                                   5,000,000
Inventories                                         (38,000,000)
Other current assets                                 16,000,000
Accounts payable & accrued liabilities              213,000,000
Other, net                                            (5,000,000)
                                                ----------------
Net cash (used in) provided by
operating activities                                 27,000,000

Cash Flows from Investing Activities:
Cash invested in fixed assets                       (11,000,000)
Dispositions of assets                               24,000,000
Increase in restricted cash                         (25,000,000)
Decrease in deposit requirements for L/C, net                 -
                                                ----------------
Net cash provided by (used in)
investing activities                                (12,000,000)

Cash Flows from Financing Activities:
Decrease in secured borrowings, net                 (21,000,000)
Cash dividends, including non-controlling
interest                                                      -
Short-term financing, net                                     -
Payments of long-term debt                                    -
Payments of financing & bank credit
facility fees                                                 -
                                                ----------------
Net cash provided by (used in)
financing activities                                (21,000,000)
                                                ----------------
Net decrease in cash & cash equivalents               (6,000,000)

Cash & cash equivalents:
Beginning of period                                 756,000,000
                                                ----------------
End of period                                      $750,000,000
                                                ================

                     About AbitibiBowater

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

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

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

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

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


ADVANTA CORP: Wants to Have Until Sept. 6 to Propose Plan
---------------------------------------------------------
Advanta Corp. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the District of Delaware to extend their exclusive
periods to file and solicit acceptances for a Chapter 11 plan
until September 6, 2010, and November 3, 2010, respectively.

Absent the extension, the Debtors' plan and solicitation periods
will expire on June 7 and August 5.

The Debtors need additional time to work with the Committee to
formulate a consensual Chapter 11 Plan.

Advanta Corp. -- http://www.advanta.com/-- has had a 59-year
history of being a leading innovator in the financial services
industry and of providing great value to its stakeholders,
including its senior retail note holders and shareholders, prior
to the recent reversals.  It has also been a major civic and
charitable force in the communities in which it is based,
particularly in the Greater Philadelphia area.

In June 2009, the Federal Deposit Insurance Corporation placed
significant restrictions on the activities and operations of
Advanta Bank Corp., a wholly owned subsidiary of the Company, as
the Bank's capital ratios were below required regulatory levels.

On November 8, 2009, Advanta Corp. filed for Chapter 11 (Bankr. D.
Del. Case No. 09-13931).  Attorneys at Weil, Gotshal & Manges LLP,
and Richards, Layton & Finger, P.A., serve as bankruptcy counsel.
Alvarez & Marsal serves as financial advisor.  The Garden City
Group, Inc., serves as claims agent.  The filing did not include
Advanta Bank Corp.  The petition says that Advanta Corp.'s assets
totaled $363,000,000 while debts totaled $331,000,000 as of
Sept. 30, 2009.


ADVOCATE FINANCIAL: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Advocate Financial, L.L.C.
        1319 St Charles Avenue
        New Orleans, LA 70130

Bankruptcy Case No.: 10-10767

Chapter 11 Petition Date: May 25, 2010

Court: U.S. Bankruptcy Court
       Middle District of Louisiana (Baton Rouge)

Debtor's Counsel: Dennis M. LaBorde, Esq.
                  1100 Poydras Street, Suite 2200
                  New Orleans, LA 70163
                  Tel: (504) 569-2900
                  Fax: (504) 269-2099
                  E-mail: laborde@bhbmlaw.com

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

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

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

The petition was signed by Martine Rossillon, manager.


AEROBICS INC: Organizational Meeting to Form Panel on June 3
------------------------------------------------------------
Roberta A. DeAngelis, Acting United States Trustee for Region 3,
will hold an organizational meeting on June 3, 2010, at 10:00 a.m.
in the bankruptcy case of Aerobics, Inc.  The meeting will be held
at United States Trustee's Office, One Newark Center, 21st Floor,
Room 2106, Newark, NJ 07102.

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

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

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

West Caldwell, New Jersey-based Aerobics, Inc., filed for Chapter
11 bankruptcy protection on May 13, 2010 (Bankr. D. N.J. Case No.
10-24769).  Stephen Ravin, Esq., at Forman Holt Eliades & Ravin,
assists the Company in its restructuring effort.  The Company
listed $1,000,001 to $10,000,000 in assets and $10,000,001 to
$50,000,000 in liabilities.


AEROTHRUST CORP: Court to Consider Further Cash Access Today
------------------------------------------------------------
The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware will consider at a hearing, today, May 27,
2010, at 11:30 a.m., AeroThrust Corporation and AeroThrust Engine
Leasing Holding Company, LLC's request for further access to the
cash collateral of senior secured parties.  Objections, were due
on May 25.  The hearing will be held at 824 Market Street, 56th
Floor, Wilmington, Delaware.

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

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant the senior secured parties
senior priority adequate protection liens, adequate protection
payments and current payment accrued and unpaid prepetition and
postpetition interest at the applicable contract rate and
reimbursable fees and expenses.

In addition to the adequate protection payments, the senior
secured parties will receive a cash payment $250,000.

Miami, Florida-based AeroThrust Corporation provides engine
repair, maintenance and overhaul of the CFM56 and JT8D engines.
The Company filed for Chapter 11 bankruptcy protection on
December 27, 2009 (Bankr. D. Del. Case No. 09-14541).  Its
affiliate, AeroThrust Engine Leasing Holding Company, LLC, also
filed a Chapter 11 bankruptcy petition.  Thomas F. Driscoll, III,
Esq., at Bifferato LLC, assists the Debtors in their restructuring
efforts.  AeroThrust Corporation listed $50,000,001 to
$100,000,000 in assets and $10,000,001 to $50,000,000 in
liabilities.


AGS LLC: S&P Downgrades Corporate Credit Rating to 'B-'
-------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and issue-level ratings on Simpsonville, S.C.-based AGS LLC.  S&P
lowered the corporate credit rating to 'B-' from 'B'.  The ratings
were removed from CreditWatch, where they were placed with
negative implications on Dec. 23, 2009.  The rating outlook is
negative.

In addition, S&P lowered the issue-level ratings on the company's
senior secured credit facilities to 'B-' (at the same level as the
'B-' corporate credit rating on the company).  The recovery rating
on these loans remains at '3', indicating S&P's expectation of
meaningful (50% to 70%) recovery for lenders in the event of
payment default.

"The downgrade reflects AGS's inability to grow cash flows, or
repay debt, in a manner sufficient to remain in compliance with
financial covenants under its credit facilities," noted Standard &
Poor's credit analyst Melissa Long.

The company's sponsors funded an equity cure payment in the first
quarter of 2010, which allowed AGS to remain in compliance with
its total leverage covenant as it tightened 0.25x to 3.50x.  The
reliance on equity cure provisions -- rather than on operating
performance -- to maintain compliance with covenants is not
consistent with the previous rating.  Furthermore, S&P remains
concerned with AGS's ability to meet financial covenants later
this year given S&P's performance expectations.

The downgrade also takes into account the increased volatility in
the company's operating performance given greater-than-historical
reliance on equipment sales and S&P's expectation that lower
equipment sales in 2010 will hurt operating performance.
Following double-digit revenue and EBITDA growth in 2009,
primarily due to equipment sales revenue, AGS experienced double-
digit revenue and EBITDA declines in the first quarter, primarily
due to weaker equipment sales.

The 'B-' rating reflects the existence of formidable competitors
like International Game Technology and Bally Technologies with
much broader product offerings, AGS's dependence on Oklahoma for a
substantial portion of its revenues, its concentrated customer
base, and its inability to remain in compliance with covenants
absent equity cures.  Somewhat tempering these factors are the
company's good position in the Oklahoma gaming market and
relatively good EBITDA margin.  AGS is backed by Alpine Investors,
a private-equity sponsor.


AMBAC FINANCIAL: Posts $690 Million Net Loss for March 31 Quarter
-----------------------------------------------------------------
Ambac Financial Group Inc. filed its quarterly report on Form 10-
Q, reporting a net loss of $690.0 million on $499.1 million of
total revenues for the three months ended March 31, 2010, compared
with a net loss of $392.2 million on $1.1 billion of total
revenues during the same period a year ago.

The Company's balance sheet at March 31, 2010, revealed
$35.8 billion in total assets and $37.2 billion total liabilities,
for a total stockholders' deficit of $1.4 billion.

Ambac said it has insufficient capital to finance its debt service
and operating expense requirements beyond the second quarter of
2011 and may need to seek bankruptcy protection.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?6351

                        About Ambac Financial

Headquartered in New York, Ambac Financial Group, Inc., through
its subsidiaries, provided financial guarantees and financial
services to clients in both the public and private sectors around
the world.

The Company's balance sheet as of December 31, 2009, showed
$18.886 billion in assets and $20.520 billion in debts, resulting
in a stockholders' deficit of $1.634 billion.

KPMG LLP, in New York, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the significant deterioration of the
guaranteed portfolio coupled with the inability to write new
financial guarantees has adversely impacted the business, results
of operations and financial condition of the Company's operating
subsidiary.  KPMG also noted that of the Company's limited
liquidity.


AMBRILIA BIOPHARMA: Obtains Sept. 30 Extension of CCAA Stay Order
-----------------------------------------------------------------
Ambrilia Biopharma Inc. obtained a fifth order from the Superior
Court of Quebec extending in its effect the initial order issued
by the Court on July 31, 2009, covering Ambrilia and Cellpep
Pharma Inc., its subsidiary, until September 30, 2010, the whole
pursuant to the Companies' Creditors Arrangement Act.  The purpose
of this extension is to provide Ambrilia with an opportunity to
develop and file a plan of arrangement for consideration by its
creditors and to complete its restructuring process.

Ambrilia also announced that the Court approved an amendment to
the proposed transaction announced on April 7, 2010, and approved
by the Court on April 14, 2010, whereby Ambrilia and Cellpep would
receive additional non-dilutive financing through the disposition
of a limited partnership interest, which could have resulted in
them realizing a gain, before expenses, of approximately $4M.
Under the terms of the amendment, Ambrilia and Cellpep could
realize a gain of approximately $2 million from the initial phase
of the transaction, with the possibility of realization of an
additional gain of approximately $2 million on the closing of the
transaction, subject to the exercise of an option by a third
party.  The above amounts are before expenses to be incurred in
connection with the transaction.  There is no assurance that such
transaction will be completed.

Ambrilia also is providing today its bi-weekly Default Status
Report under National Policy 12-203 - Cease Trade Orders for
Continuous Disclosure Defaults.

On May 12, 2010, Ambrilia announced that the filing of its interim
financial statements, management's discussion and analysis and
related CEO and CFO certifications for the first quarter ended on
March 31, 2010, will be delayed beyond the filing deadline of
May 15, 2010.

On April 1, 2010, Ambrilia had announced that the filing of its
2009 audited financial statements, annual management's discussion
and analysis, related CEO and CFO certifications and its annual
information form, was being delayed beyond the filing deadline
thereof.

On November 16, 2009, Ambrilia had previously announced that the
filing of its interim financial statements, management's
discussion and analysis and related CEO and CFO certifications for
the third quarter ended on September 30, 2009, was being delayed
beyond the filing deadline thereof.

On August 11, 2009, Ambrilia had previously announced that the
filing of its interim financial statements, management's
discussion and analysis and related CEO and CFO certifications for
the second quarter ended on June 30, 2009, was being delayed
beyond the filing deadline thereof.

Other than the information set out above, Ambrilia reports that,
since its most recent default announcement on May 12, 2010, there
have not been any material changes to the information contained
therein, or any failure by Ambrilia to fulfill its intentions with
respect to satisfying the provisions of the alternative
information guidelines, and there have been no additional defaults
subsequent to such announcement.  Further, there has been no
additional material information concerning Ambrilia and its
affairs since its last bi-weekly Default Status Report dated
May 12, 2010, that has not been disclosed.  Ambrilia intends to
file, if required, its next Default Status Report by June 9, 2010.

Ambrilia has been operating under the protection of the CCAA since
July 31, 2009.

Any recovery for creditors and other stakeholders, including
shareholders, is uncertain and is highly dependent upon a number
of factors, including the outcome of Ambrilia proceedings under
the CCAA.

                  About Ambrilia Biopharma

Ambrilia Biopharma Inc. is a biotechnology company focused on the
discovery and development of novel treatments for viral diseases
and cancer.  The Company's strategy aims to capitalize on its
broad portfolio and original expertise in virology.  Ambrilia's
product portfolio is comprised of oncology and antiviral assets,
including two new formulations of existing peptides for cancer
treatment, a targeted delivery technology for cancer, an HIV
protease inhibitor program as well as HIV integrase and entry
inhibitors, Hepatitis C virus inhibitors and anti-Influenza A
compounds.  Ambrilia's head office is located in Montreal.

The Company is currently subject to court protection under the
CCAA.


AMERICAN HOSPITALITY: Asks for Court's Nod to Use Cash Collateral
-----------------------------------------------------------------
American Hospitality Group, LLC, seeks authority from the U.S.
Bankruptcy Court for the Western District of New York to use the
cash collateral securing their obligation to their prepetition
lenders.

These creditors assert a perfected security interest in cash
collateral:

     -- HSBC Bank USA, N.A.;

     -- Royal Bank of Canada;

     -- First Niagara Bank; and

     -- Faton, Inc. d/b/a Business Financial Services.

Arthur G. Baumeister, Jr., Esq., at Amigone, Sanchez, Mattrey &
Marshall, LLP, the attorney for the Debtor, explains that the
Debtor needs the money to fund its Chapter 11 case, pay suppliers
and other parties.  The Debtors will use the collateral pursuant
to a budget, a copy of which is available for free at:

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

In exchange for using the cash collateral, the Debtors propose to
grant the prepetition lenders:

     -- replacement liens to the same extent and in the same
        priority as existed prior to the Petition Date; and

     -- these periodic cash payments commencing June 2010:

        * HSBC Bank USA, N.A. -- $2,388
          (Principal and interest monthly payment based on the
          principal balance of $238,682 amortized over a 10 year
          period at the contract interest rate of 3.75%);

        * Royal Bank of Canada -- $41,700
          (Principal and interest monthly payment based on the
          principal balance of $6,250,000 amortized over the
          contract period of 30 years at the contract interest
          rate of 6.67%, plus an additional amount of $1,500
          towards additional charges);

        * First Niagara Bank -- $1,009
          (Principal and interest monthly payment based on the
          principal balance of $114,068 amortized over a 15 year
          period at the contract interest rate of 6.75%); and

        * Business Financial Services -- $1,456
          (Arrived at by taking an arbitrary annual interest of 6%
          on the principal amount of the claim of $291,221 divided
          by 12 months)

HSBC Bank has objected to the Debtor's proposed monthly payments
of $2,388 and proposed payment term of 10 years for payment of
HSBC's debt.  The Debtor is obligated to pay HSBC a greater amount
per month and the maturity date for repayment of its debt is
December 2010.  HSBC also asks the Court to deny the motion of
Royal Bank of Canada to allow Michael K. Sawicki (the Receiver) to
retain possession of property of the bankruptcy estate.  Mr.
Sawicki was appointed receiver of the Debtor's principal asset,
the Holiday Inn-franchised hotel located on Grand Island, New York
on or about March 19, 2010, pursuant to an Order of the New York
State Supreme Court, Erie County, made in connection
with an action to foreclose a mortgage on that property.

The Receiver says that if the Debtor is to receive the right to
use cash collateral, and is to be placed in possession of the cash
currently possessed by the receiver, it is submitted that as a
condition of the granting of the right to use cash collateral the
sum of $50,000 should be segregated and placed in escrow as
security for the payment of the fees which may be due and awarded
to the Receiver and GINY by the Supreme Court for their services.
The Receiver then requests that the Court not approve the Debtor's
use of cash collateral unless the sum of $50,000 is first
segregated and placed in escrow as security for the payment of the
fees which may be due and awarded to the Receiver and GINY by the
Supreme Court, together with such other and further relief as the
Court deems just and proper.

HSBC Bank is represented by Rupp, Baase, Pfalzgraf, Cunningham &
Coppola LLC, while the Receiver is represented by Zdarsky, Sawicki
& Agostinelli LLP.

                     About American Hospitality

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 HOSPITALITY: Files Schedules of Assets & Liabilities
-------------------------------------------------------------
American Hospitality Group, LLC, has filed with the U.S.
Bankruptcy Court for the Western District of New York its
schedules of assets and liabilities, disclosing:

  Name of Schedule                      Assets         Liabilities
  ----------------                      ------         -----------
A. Real Property                            $0
B. Personal Property                   $52,000
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                      $8,063,964
E. Creditors Holding
   Unsecured Priority
   Claims                                                $189,761
F. Creditors Holding
   Unsecured Non-priority
   Claims                                              $1,209,995
                                   -----------         ----------
      TOTAL                            $52,000         $9,463,720

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 INTERNATIONAL: Inks Share Purchase Pact With Prudential
----------------------------------------------------------------
American International Group Inc. and AIA Aurora LLC entered
into:

   i) an agreement with Prudential plc and Prudential Group plc,
      amending the share purchase agreement dated a March 1, 2010,
      among AIG, AIA Aurora, Prudential and New Prudential, and

  ii) a standby subordinated note commitment letter with
      Prudential.

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

   i) $1.875 billion, and

  ii) the amount required to make the aggregate amount of
      Subordinated Notes subscribed for by investors under the
      Offering and by AIA Aurora under the Commitment Letter equal
      to $5.4 billion.

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

The effectiveness of the Commitment Letter is conditional on
the consent of the Joint Lead Managers being obtained.  The
obligations of AIG and AIA Aurora under the Commitment Letter are
subject to the satisfaction or waiver of certain conditions
precedent, including:

   i) the occurrence of the closing of the Acquisition,

  ii) customary conditions precedent for the issue of notes under
      Prudential's EUR5 billion medium term note program, and

iii) certain other conditions specified in the Commitment Letter.


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

The Commitment Letter will terminate automatically upon the
termination of the Share Purchase Agreement.  In addition, AIG may
terminate the Commitment Letter under specified circumstances,
including if:

   i) Prudential does not publish (x) a prospectus in connection
      with the rights issue it is undertaking and (y) the circular
      to be issued to its shareholders, in each case in connection
      with the Acquisition, and

  ii) New Prudential does not publish a prospectus in connection
      with the admission of its ordinary shares to listing and
      trading on the London Stock Exchange, in each case by May
      30, 2010.

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

A full-text copy of the Commitment Letter is available for free
at http://ResearchArchives.com/t/s?6352

                            About AIG

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

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

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


AMSCAN HOLDINGS: Posts $369,000 Net Loss for March 31 Quarter
-------------------------------------------------------------
Amscan Holdings Inc. filed its quarterly report on Form 10-Q,
showing a net loss of $369,000 on $308,223 of total revenues for
the three months ended March 31, 2010, compared with a net income
of $2,400,000 on $312,740 of total revenues during the same period
a year earlier.

The Company's balance sheet at March 31, 2010, showed $1,500,000
in total assets and $984,865 total liabilities, for a $499,898
total stockholders' equity.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?6349

Based in Road Elmsford, New York, Amscan Holdings, Inc., designs,
manufactures, contracts for manufacture and distributes party
goods, including paper and plastic tableware, metallic balloons,
accessories, novelties, gifts and stationery.  The Company also
operates retail party goods and social expressions supply stores
in the United States under the names Party City, Party America,
The Paper Factory, Halloween USA and Factory Card & Party Outlet,
and franchises both individual stores and franchise areas
throughout the United States and Puerto Rico principally under the
names Party City and Party America.  The Company is a wholly owned
subsidiary of AAH Holdings Corporation.

                           *     *     *

Amscan Holdings carries Standard & Poor's Ratings Services' 'B'
corporate credit rating, and Moody's Investors Service's 'B2'
Corporate Family and Probability of Default Ratings.


B-VV1 LLC: Files Schedules of Assets & Liabilities
--------------------------------------------------
B-VV1, LLC, has filed with the U.S. Bankruptcy Court for the
District of Nevada its schedules of assets and liabilities,
disclosing:

  Name of Schedule                    Assets          Liabilities
  ----------------                    ------          -----------
A. Real Property                 $33,000,000
B. Personal Property                  $1,500
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                     $12,968,000
E. Creditors Holding
   Unsecured Priority
   Claims                                                      $0
F. Creditors Holding
   Unsecured Non-priority
   Claims                                                      $0
                                 -----------          -----------
      TOTAL                      $33,001,500          $12,968,000

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.


BARCALOUNGER CORP: Organizational Meeting to Form Panel on May 28
-----------------------------------------------------------------
Roberta A. DeAngelis, Acting United States Trustee for Region 3,
will hold an organizational meeting on May 28, 2010, at 10:00 a.m.
in the bankruptcy case of Barcalounger Corporation, et al.  The
meeting will be held at J. Caleb Boggs Federal Building, 844 King
Street, Room 5209, Wilmington, DE 19801.

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

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

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

Martinsville, Virginia-based Barcalounger Corporation filed for
Chapter 11 bankruptcy protection on May 19, 2010 (Bankr. D. Del.
Case No. 10-11637).  Christopher A. Ward, Esq., at Polsinelli
Shughart PC, assists the Company in its restructuring effort.  The
Company listed $1,000,001 to $10,000,000 in assets and $10,000,001
to $50,000,000 in liabilities.


BERRY PLASTICS: Posts $3.8 Million Net Loss for April 3 Quarter
---------------------------------------------------------------
Berry Plastics Corp. filed its quarterly report on Form 10-Q,
showing a net loss of $3.8 million on $1.056 billion of net sales
for the quarterly period ended April 3, 2010, compared with a net
loss of $7.4 million on $757.8 million of net sales for the
quarterly period ended March 28, 2009.

The Company's balance sheet at March 31, 2010, showed
$5.491 billion in total assets and $5.191 billion in total
liabilities, for a stockholders' equity of $300.0 million.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?6353

                      About Berry Plastics

Berry Plastics Corporation manufactures and markets plastic
packaging products, plastic film products, specialty adhesives and
coated products.  At January 2, 2010 the Company had more than 80
production and manufacturing facilities, primarily located in the
United States.  Berry is a wholly-owned subsidiary of Berry
Plastics Group, Inc.  Berry Group is primarily owned by affiliates
of Apollo Management, L.P. and Graham Partners.  Berry, through
its wholly owned subsidiaries operates five reporting segments:
Rigid Open Top, Rigid Closed Top, Flexible Films, Tapes/Coatings
and Specialty Films.  The Company's customers are located
principally throughout the United States, without significant
concentration in any one region or with any one customer.

On December 3, 2009, Berry Plastics obtained control of 100% of
the capital stock of Pliant upon Pliant's emergence from
reorganization pursuant to a proceeding under Chapter 11 for a
purchase price of $602.7 million.  Pliant is a leading
manufacturer of value-added films and flexible packaging for food,
personal care, medical, agricultural and industrial applications.
The acquired business is primarily operated in Berry's Specialty
Films reporting segment.

                           *     *     *

According to the Troubled Company Reporter on April 26, 2010,
Standard & Poor's Ratings Services said that it assigned its 'CCC'
senior secured debt rating to Berry Plastics Corp.'s proposed
offering of $300 million of second-priority senior secured notes
due 2018.  The recovery rating is '6', indicating S&P's
expectation for negligible (0%-10%) recovery for the holders of
these notes in the event of a payment default.


BLACK GAMING: Court Sets Plan Confirmation Hearing for June 28
--------------------------------------------------------------
The Hon. Bruce A. Markell of the U.S. Bankruptcy Court for the
District of Nevada will consider at a hearing on June 28, 2010, at
9:30 a.m. (Pacific Daylight Time), the confirmation of Black
Gaming, LLC, et al.'s proposed Plan of Reorganization.
Objections, if any, to confirmation of the Plan must be received
by the Court and notice parties no later than June 14.  All
replies to any objections are due on June 21.

The deadline for returning completed ballots is 5:00 p.m. PDT on
June 14.  The ballot summary must be filed by June 25.

As reported in the Troubled Company Reporter on May 4, 2010,
BankruptcyData.com reported that Black Gaming filed with the
Court a Final Joint Plan of Reorganization and related Disclosure
Statement.  According to the Disclosure Statement, "The Debtors
have determined that the enterprise value of their Assets as a
going concern as of the Petition Date was $81.4 - $96.0 million."

Under the Plan, senior credit facility lenders' claims, other
secured claims, and general unsecured claims will be paid in full
in cash.  Intercompany equity interests will be retained and the
legal, equitable, and contractual rights to which the holders of
the intercompany equity interests are entitled will remain
unaltered.  All unimpaired claims in Classes 1 and 4 will also be
paid contemporaneous with payment of the allowed claims interest
from the petition date at the stated contractual rate for the
claim, or, if no stated contractual rate, the Federal Judgment
Rate.

A full-text copy of the Final Plan is available for free
at http://bankrupt.com/misc/BlackGaming_DS.pdf

                        About Black Gaming

Headquartered in Las Vegas, Nev., Black Gaming, LLC, is a holding
company and is an owner and operator of three gaming entertainment
properties located in Mesquite, Nevada.

The Company filed for Chapter 11 bankruptcy protection on March 1,
2010 (Bankr. D. Nev. Case No. 10-13301).  Gregory E. Garman, Esq.,
and Talitha B. Gray, Esq., at Gordon & Silver, Ltd., assist the
Company in its restructuring effort.  Kurtzman Carson Consultants
is the Company's claims and notice agent.  In its petition, the
Company listed $10,000,001 to $50,000,000 in assets and
$100,000,001 to $500,000,000 in liabilities.

The Company's affiliates -- B&BB, Inc.; R. Black, Inc.; Casablanca
Resorts, LLC; Casablanca Resorts, LLC; Oasis Interval Ownership,
LLC; Oasis Interval Management, LLC; Oasis Recreational
Properties, Inc.; RBG, LLC; and Virgin River Casino Corporation --
filed separate Chapter 11 petitions.


BOWNE & CO: Gets Shareholder Approval of Proposed Merger
--------------------------------------------------------
Bowne & Co., Inc., disclosed that a majority of Bowne's
shareholders voted to approve the merger agreement providing for
the merger of Bowne with Snoopy Acquisition, Inc., an affiliate of
R.R. Donnelley & Sons Company.  The number of votes cast for
approval of the merger agreement represented approximately 73.9%
of the aggregate voting power of the Company's common stock
outstanding and entitled to vote.

The parties continue to expect that the merger will be completed
during the second half of 2010.  The closing of the merger is
subject to the satisfaction or waiver of specified closing
conditions, including, without limitation, the obtaining of FTC
approval under the HSR Act.

                          About Bowne

Bowne provides shareholder and marketing communications services
around the world. Dealmakers rely on Bowne to handle critical
capital markets communications with speed and accuracy. Compliance
professionals turn to Bowne to prepare and file regulatory and
shareholder communications online and in print.  Investment
managers and third party fund administrators count on Bowne's
integrated solutions to streamline their document processes and
produce high quality communications for their shareholders.
Marketers look to Bowne to create and distribute customized, one-
to-one communications on demand.  With 2,700 employees in 50
offices around the globe, Bowne has met the ever-changing demands
of its clients for more than 230 years.

                         *     *     *

As reported in the Troubled Company Reporter on February 26, 2010,
Standard & Poor's Ratings Services placed its ratings on New York
City-based Bowne & Co. Inc., including the 'B' corporate credit
rating, on CreditWatch with positive implications.


BRICOLAGE CAPITAL: Trustee Wins Access in Proskauer Probe
---------------------------------------------------------
Bankruptcy Law360 reports that a bankruptcy judge has agreed to
require Proskauer Rose LLP to produce additional documents
requested by the now-liquidating asset management firm Bricolage
Capital LLC regarding advice over certain investment vehicles that
ran afoul of the Internal Revenue Service.

Judge James Peck issued an order from the bench Tuesday in the
U.S. Bankruptcy Court for the Southern District of New York
granting "reasonable discovery," according to Law360.

Headquartered in New York, New York, Bricolage Capital LLC filed
for chapter 11 protection on Oct. 14, 2005 (Bankr. S.D.N.Y.
Case No. 05-46914).  Robert E. Grossman, Esq., Lawrence J. Kotler,
Esq., and Matthew E. Hoffman, Esq., at Duane Morris LLP represent
the Debtor in its restructuring efforts.  No Official Committee
of Unsecured Creditors has been appointed in the Debtor's case.
When the Debtor filed for protection from its creditors, it
estimated assets of $1 million to $10 million and debts of
$10 million to $50 million.


CENTAUR LLC: S&P Withdraws 'D' Corporate Credit Rating
------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on Centaur
LLC.

S&P had previously lowered its corporate credit and issue-level
ratings for the company to 'D' on Oct. 28, 2009, following missed
interest payments on its first- and second-lien term loans.


CHRYSLER LLC: New Chrysler May Beat Earnings Forecast, Says Exec
----------------------------------------------------------------
Chrysler Group LLC Chief Executive Sergio Marchionne said the auto
maker may exceed its earnings forecast and generate cash this year
if results through September are as strong as in the first
quarter, according to a May 10 report by Bloomberg.

"The run rate we've got now, especially the cash-flow number, in
all likelihood is highly conservative," Mr. Marchionne told
analysts on a conference call.

Chrysler Group has said it expects break-even to a $200 million
profit on an operating basis this year, and to use up $1 billion
in cash.  The auto maker posted a $143 million operating profit in
the first quarter.

The auto maker also has forecast full-year revenue of $40 billion
to $45 billion and earnings of $2.5 billion to $2.7 billion before
interest, taxes, depreciation and amortization.

Chrysler Group issued the 2010 earnings forecast in November last
year and reiterated it in April 21 of this year with results for
the first three months.

"Their numbers are going in the right direction," Bloomberg News
quoted Michelle Krebs, an analyst at California-based Edmunds.com
as saying.  She said that Chrysler Group is laying the groundwork
for an initial public offering.

                       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 Recalls 55,000 2010 Models
-----------------------------------------------------
Chrysler Group LLC is recalling about 55,000 of its 2010 models
sold worldwide because of an ignition key problem, according to a
May 14 report by The Wall Street Journal.

There is potential for the removal of the ignition key before the
vehicle is shifted into the park position, which may allow the
vehicle to roll away, the report said.

Chrysler Group is recalling 41,658 vehicles in the United States,
9,967 in Canada, 1,807 in Mexico, and 1,494 in the international
markets.  The recall covers vehicles manufactured between January
8 and February 22, 2010, which include the Ram 1500 pickup truck,
Ram HD, Ram Chassis Cab, Dodge Challenger, Dodge Charger, Chrysler
300, Jeep Grand Cherokee and Jeep Commander, WSJ reported.

The auto maker said it notified the National Highway Traffic
Safety Administration of the voluntary recall earlier this month.

No accidents or injuries have been reported.

Earlier this month, NHSTA said it was investigating a potential
"sticky accelerator pedal" problem in Chrysler's 2007 Dodge
Calibers.  The agency said it received five complaints by
consumers saying the pedals stuck while they were driving their
vehicles, according to another report by Bloomberg News.

In an e-mailed statement, Chrysler group spokesman Nick Cappa said
the auto maker'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," the
statement said.

About 10,000 vehicles out of the 2007 model year were made with
the batch of pedals containing the mechanical defect.  The
vehicles have brake-override technology, which is intended to stop
a car if both the accelerator and brake are applied, Bloomberg
News reported.

                       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 Sales for April Up 25%
-------------------------------------------------
Chrysler Group LLC recorded U.S. sales increase of 25%, the best
year-over-year percentage sales improvement for the company in
almost five years, according to the company's May 3 statement.

In addition, the company continued its trend of month-over-month
sales increases in 2010, up 3% versus March 2010.

"April was a very positive month for Chrysler Group, with concrete
results that highlight the company is on-track and gaining
momentum," Fred Diaz, President and Chief Executive Officer, Ram
Truck Brand and Lead Executive for the Sales Organization, said in
the statement.

"Today we reported sales increased 25% compared with April 2009,
building on the news from April 21 that the company posted an
operating profit of $143 million for the first quarter 2010."

Chrysler Group LLC reported total U.S. sales for April of 95,703
units, an increase of 25% versus April 2009 (76,682 units).  Sales
increased 3% compared with March 2010 (92,623 units).  Chrysler
Group finished the month with a 53-day supply of inventory
(196,614 units), a 42% decline versus April 2009 (336,913 units).
Overall, U.S. industry sales figures for April are projected at an
estimated 11.5 SAAR.

"We are proud of our Chrysler, Jeep, Dodge and Ram truck dealers,
who supported the new company from day one," added Mr. Diaz.
"They are as excited about our future as we are, and their
enthusiasm is spreading to consumers, resulting in increasing
showroom traffic and sales."

                  April U.S. Sales Highlights

    * Dodge Brand sales (38,795 units) were up 61% compared with
      April 2009 (24,070 units)

    * Dodge Challenger sales (3,713 units) increased 42% versus
      last year (2,619 units) and set a new monthly sales record
      for the Dodge Challenger

    * Dodge Grand Caravan sales (10,435 units) improved 56%
      compared with the same time period last year (6,687 units)

    * Dodge Avenger sales increased by triple digit percentages
      versus April 2009

    * Dodge Charger sales increase 90% compared with the same
      time period last year

    * Dodge Caliber sales (3,671 units) were up 44% compared
      with last year

    * Dodge Nitro increased sales (1,536 units) 14% versus the
      same time period last year

    * Chrysler Brand sales (22,386 units) increased 61% versus
      April 2009 (13,874 units)

    * Chrysler Sebring (sedan and convertible) both posted
      triple digit percentage increases compared with April 2009

    * Chrysler 300 sales (4,127 units) were up 40% versus last
      year (2,946 units)

    * Chrysler Town & Country minivan sales (13,367 units)
      improved 80% compared with April 2009 (7,443 units)

    * Jeep Compass sales (1,443 units) were up triple digits
      versus April 2009 (712 units)

    * Jeep Patriot sales (2,404 units) improved 21% compared
      with last year (1,983 units)

    * Jeep Liberty (3,490 units) sales increase six% versus
      April 2009

    * Dodge Dakota improved sales 36% versus April 2009

    * Dodge Ram Heavy Duty pickup truck sales improved 13%
      compared with April 2009

"With competitively priced vehicles that customers want to
purchase, the company was able to reduce incentive spending
compared with last year, while posting improved sales," said Mr.
Diaz.  "But we aren't resting on this month's results.  We are
hungry to continue building on the sales improvements -- we are
just getting started."

                 Chrysler Canada's Sales Up 35%

Chrysler Canada recorded its highest sales results since June
2008, with April sales up 35% over the same month in 2009 on
20,630 units (April 2009: 15,311).  Calendar year to date, the
company's sales have risen 21% over the same period last year
(Jan-April 2010: 66,085; 2009: 54,522).

Reflecting continued strong consumer traffic at the company's
dealerships, retail sales grew 34%.

"No question 2009 was a difficult year for Detroit -- heck, even
the Red Wings struggled -- but this year is different," said Reid
Bigland President and CEO Chrysler Canada.  "On top of a Chrysler
Group LLC $143 million (U.S.) operating profit in the first
quarter, April was our 5th consecutive month of retail sales
growth in excess of 20%, and it feels good."

                        Sales Highlights

Sixteen Chrysler Canada vehicles posted sales increases versus
April last year, with car sales up 29%, and truck sales increasing
36%.  Two Chrysler Canada vehicles were among the top five selling
vehicles in the country in April, the Dodge Grand Caravan (No. 2
position) and the Ram Pickup (No. 5 position).

The award-winning Ram Pickup set an all-time sales record, with
5,201 units sold, up 88%.  Sales of the Ram 1500 rose 102%, while
the Ram Heavy Duty, Motor Trend Magazine's 2010 Truck of the Year,
posted an increase of 55%.

An all-time sales record was also recorded for the Dodge Grand
Caravan on sales of 5,917 units, up 39% compared with April 2009.
Chrysler Town & Country posted an April sales record with 550
units sold, an increase of 85%.  The Windsor, Ontario Assembly
Plant where the vehicles are built continues to operate on three
shifts to meet strong demand for the world's most popular minivan.

The Dodge Journey easily held onto its crown as Canada's No. 1
selling crossover, with sales of 2,001 units, an increase of 82%
and an April sales record.

The legendary Dodge Challenger set an all-time sales record,
posting sales of 614 and growing 22% compared with the same month
last year.  Sales of the Dodge Charger were up 116%, Chrysler
Sebring up 75%, Chrysler 300/300C up 17%, and Dodge Avenger up
53%.

Sales of Jeep Brand vehicles increased 10% in April, led by Jeep
Patriot (up 43%), Jeep Wrangler (up 26%). Jeep Compass (up 13%),
and Jeep Liberty (up 9%).

                     May Incentive Program

Due to exceptional consumer reaction from the company's "Why
Canada Drives" Sales Event in April, Chrysler Canada has extended
this innovative program for an additional month.  From May 1
through May 31, dealerships across Canada will continue to
showcase award-winning and segment-leading vehicles such as the
all-new 2010 Motor Trend Truck of the Year -- Ram Heavy Duty; the
No. 1 selling minivan-Dodge Grand Caravan; the No. 1 selling
crossover -- Dodge Journey; and the most fuel-efficient and
affordable 4x4 in Canada -- Jeep Patriot.

"May typically marks the highest vehicle sales month of the year,"
said Dave Buckingham, Vice President of Sales, Chrysler Canada.
"We intend to capitalize with our most aggressive pricing of the
year on our market leaders Jeep Wrangler, Dodge Grand Caravan and
Ram Truck."

In addition, Canadians who visit one of the company's 440
Chrysler, Jeep, Dodge, Ram dealerships during May will continue to
receive an exclusive $500 in "Why Canada Drives" Bonus Cash on top
of all other retail incentives including up to $7,500 in Consumer
Cash Discounts plus purchase finance rates starting at 0% on
nearly every 2010 Chrysler, Jeep, Dodge or Ram vehicles.

To celebrate Chrysler Canada's legendary Jeep heritage, Canadians
will also receive $1,000 in Jeep Bonus Cash, providing even
further value on Canada's best lineup of SUVs including the 2010
Jeep Patriot, Compass, Wrangler, Wrangler Unlimited, Liberty,
Commander and Grand Cherokee.

This month, customers can experience "Why Canada Drives" and "Jeep
Bonus Cash" events at participating Chrysler Jeep Dodge Ram
dealerships and check out the country's most exciting vehicles.
Chrysler Canada continues to offer the most compelling purchase
finance options in the industry, which are combinable with all
retail discounts: the industry-first variable prime rate of 2.25%
up to 84 months or 0% up to 36 months on nearly every 2010
Chrysler, Jeep, Dodge, or Ram vehicle.

                       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 Teams Up With Santander on Auto Loans
----------------------------------------------------------------
Chrysler Group LLC is partnering with Santander Consumer USA Inc.
to provide lower-cost financing to customers who do not qualify
for prime loans, according to a report by The Associated Press.

The partnership will allow subprime customers to avail of loans
from Santander with interest rates that are about 30% lower than
rates from other financial institutions.

Chrysler Group spokesman Ralph Kisiel said that 20% of the auto
maker's customers who apply for a loan have subprime credit
scores.  He said Chrysler Group estimates the partnership will
result in another 2,000 sales per month, AP reported.

Mr. Kisiel further said that subprime customers will also be able
to avail of loans from the auto maker's primary lender, Ally
Financial Inc., formerly called GMAC, according to the AP report.

                       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)


CITY OF CENTRAL FALLS: Moody's Cuts Ratings on Debt to 'B3'
-----------------------------------------------------------
Moody's Investors Service has downgraded to B3 from Ba1 the City
of Central Falls (Rhode Island) general obligation bond rating,
affecting approximately $17.1 million in outstanding rated debt.
The bonds are secured by a general obligation unlimited tax
pledge.  The rating remains on review for possible downgrade.

The downgrade is based on Moody's further assessment of the
heightened probability of default in the wake of the city's filing
for receivership.  A temporary receiver was appointed on May 19
and has been granted broad fiscal powers to reorganize city
government and prioritize payments, including debt service, with
court approval.  The city is at risk of a payment default on a
$4 million general obligation tax anticipation note, payable June
30th, due to insufficient cash flow.  The city is currently
projecting a $3 million shortfall (17% of revenues) for the 2010
fiscal year and it is not clear whether the city is willing or
able to take steps that would ensure sufficient funds are
available to repay the maturing note

The rating remains on review reflecting the possibility for
further downgrade depending upon the outcome of the scheduled June
9th hearing for the appointment of a permanent receiver and the
resulting impact on bondholder security, including the potential
for economic losses.  Further assessment of the city's financial
position and liquidity levels will also be factored into Moody's
understanding of the potential for bondholder losses.

The city's weak financial position has been further strained by a
combination of state aid reductions, inaccurate budget
assumptions, and growing fixed costs, including contractual salary
increases and pension obligations.  The city is currently
projecting a $5 million budget gap for fiscal 2011, a sizable 28%
of operations.  Future rating action will also incorporate the
city's ability to demonstrate meaningful progress toward
structurally balanced operations as well as improvement in reserve
and liquidity levels.

The last rating action with respect to the City of Central Falls
(RI), was on May 21, 2010, when a rating of Ba1/ watchlist for
downgrade was assigned.


COBALIS CORP: Submits Form of Order Signaling Bankruptcy Emergence
------------------------------------------------------------------
Cobalis Corp disclosed that the Company's attorneys have submitted
a Form of Order consistent with the United States Bankruptcy
Court's ruling of April 7, 2010, confirming the debtor's plan of
reorganization.

Upon entry of the Order by the Court, Cobalis Corp will have
officially emerged from bankruptcy, and will immediately commence
the launch of its long-awaited national marketing plans to bring
its flagship anti-allergy product PreHistin (R) to market.


                       About Cobalis Corp

Cobalis Corp. (OTC:CLSC) is an over the counter pharmaceutical and
nutraceutical company.  Its flagship product, PreHistin(R) is
designed to prevent the primary causes of airborne allergies.
PreHistin(R), "The World's FIRST Pre-Histamine"(R) is the only
Phase III clinically tested sublingual product fully patented for
long term and daily use without a prescription to help relieve
allergy sufferers from both indoor and outdoor allergens.

PreHistin(R) has shown in previous clinical studies to modulate
the body's level of immunoglobulin E (IgE), thus reducing the
overproduction of histamines, the primary cause of airborne
allergy symptoms.  Studies have shown that the active ingredient
in PreHistin(R), an FDA safety approved 3.3 mg Cyanocobalamin
(Vitamin B12) mega-dose sub-lingual lozenge has essentially no
risks or adverse side effects to the general population including
sedation and drowsiness found in many allergy medications
currently available.

Cobalis Corp. put itself in October 2007 (Bankr. C.D. Calif. Case
No. 07-12347) in response to an involuntary liquidating Chapter 7
petition filed in August by Y.A. Global Investments LP, the holder
of $3 million in secured convertible debentures.

In August 2009, Cobalis Corporation filed a "five year"
reorganization plan.


COLTS RUN: Cash Collateral Hearing Continued Until June 24
----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
has continued until June 24, 2010, at 11:00 a.m., the hearing on
Colts Run, L.L.C.'s request for access to PNC Bank, National
Association's cash collateral.  The hearing will be held at
Courtroom 644, 219 South Dearborn, Chicago, Illinois.

As reported in the Troubled Company Reporter on May 6, 2010,
PNC Bank asserts a senior position mortgage lien and claim against
the Debtor's residential apartment project in Lexington, Kentucky,
known as Colts Run Apartments, which purportedly secures a senior
mortgage indebtedness of roughly $19,000,000.  Residential
apartment units at the Property lease for rentals ranging from
$799 to $1,399.  The current occupancy rate at the property is
88.9% and is generally increasing.  The Bank also asserts a junior
mortgage lien and claim.

The Debtor will use the cash collateral to fund its Chapter 11
case, pay suppliers and other parties.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will allow the bank to inspect, upon
reasonable notice, within reasonable hours, the Debtor's books and
records.  The Debtor will maintain and pay premiums for insurance
to cover its assets from fire, theft and water damage.  The Debtor
will, upon reasonable request, make available to the Bank evidence
of that which purportedly constitutes its collateral or proceeds.
The Debtor will also maintain the property in good repair and
properly manage the property.

                       About Colts Run, LLC

Lake Forest, Illinois-based Colts Run, LLC, owns and operates a
residential apartment project located in Lexington, Kentucky,
known as Colts Run Apartments.  The Company filed for Chapter 11
bankruptcy protection on April 23, 2010 (Bankr. N.D. Ill. Case No.
10-18071).  David K. Welch, Esq., at Crane Heyman Simon Welch &
Clar, assists the Company in its restructuring effort.  The
Company estimated its assets and debts at $10,000,001 to
$50,000,000.


COLTS RUN: Files Schedules of Assets and Liabilities
----------------------------------------------------
Colts Run, L.L.C., filed with the U.S. Bankruptcy Court for the
Northern District of Illinois its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $25,000,000
  B. Personal Property               $85,211
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $23,009,922
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                           $53,411
                                 -----------      -----------
        TOTAL                    $25,085,211      $23,063,333

Lake Forest, Illinois-based Colts Run, LLC, owns and operates a
residential apartment project located in Lexington, Kentucky,
known as Colts Run Apartments.  The Company filed for Chapter 11
bankruptcy protection on April 23, 2010 (Bankr. N.D. Ill. Case No.
10-18071).  David K. Welch, Esq., at Crane Heyman Simon Welch &
Clar, assists the Company in its restructuring effort.  The
Company estimated its assets and debts at $10,000,001 to
$50,000,000.


COUNTRY OAKS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Country Oaks Veterinary Clinic, PLLC
        fka Jose R. Davila, D.V.M., P.A.
        fka ET, L.L.C.
        fka Jose R. Davila, D.V.M., L.L.C.
        fka Jose R. Davila, D.V.M., P.L.L.C.
        13938 South US Highway 441
        Summerfield, FL 34491

Bankruptcy Case No.: 10-04445

Chapter 11 Petition Date: May 24, 2010

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

Debtor's Counsel: Richard A. Perry, Esq.
                  820 S E Fort King Street
                  Ocala, FL 34471
                  Tel: (352) 732-2299
                  E-mail: richardperry@richard-a-perry.com

Scheduled Assets: $2,589,690

Scheduled Debts: $5,189,983

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/flmb10-04445.pdf

The petition was signed by Frances Ramirez, president/managing
member.


DANA HOLDING: S&P Raises Corporate Credit Rating to 'B+'
--------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Dana Holding Corp. to 'B+' from 'B'.  At the same time,
S&P raised its ratings on Dana's senior secured debt.  The outlook
is stable.

"The upgrade reflects S&P's assumption that Dana's recent earnings
and cash flow improvements are sustainable in 2010 and beyond
despite S&P's expectation for continuing weak light and commercial
vehicle auto production," said Standard & Poor's credit analyst
Nancy Messer.

Dana's earnings and cash flow for the 12 months ended March 31,
2010, were better than S&P expected.  In addition, Dana reduced
debt by about $287 million in the 12 months ended March 31, using
a Dutch auction that S&P considered to be a distressed exchange;
by raising funds through a common equity offering; and through
market purchases.  Dana has also reduced debt in 2010 using
proceeds from asset sales.  As a result, the company's covenant
cushion has improved despite covenants that tighten in 2010.  S&P
expects the company to generate positive free cash flow in 2010
and 2011.

The ratings on Toledo, Ohio-based Dana reflect the company's weak
business risk profile.  S&P now view the company's financial risk
profile as aggressive, an improvement over the prior assessment of
highly leveraged, because of improved liquidity, cash flow
adequacy, and debt leverage.

Dana is a significant participant in the global auto supply
market, manufacturing under-the-vehicle products such as axles,
driveshafts, and other structural, sealing, and thermal products.
Dana's customers are original equipment manufacturers of vehicles
in the light-vehicle, heavy-duty commercial, and heavy off-road
markets.


DOVEVIEW LLC: Asks for June 8 Deadline for Filing of Schedules
--------------------------------------------------------------
Doveview, LLC, has asked the U.S. Bankruptcy Court for the
District of Delaware to extend the deadline for the filing of
schedules of assets and liabilities, schedules of current income
and expenditures, schedules of executor contracts and unexpired
leases, and statement of financial affairs until June 8, 2010.

The Debtor says that it needs extra time to collect the
information necessary to prepare schedules and statements.  Due to
the need for additional funding to formulate a plan of
reorganization, the Debtor's members have had to devote the
majority of their time to negotiating with potential lenders to
obtain the financing needed to complete Phase I of the project.
The Debtor's members have also been involved in extensive
discussions with counsel to the Debtor regarding the structure
that the plan would take.

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.


EASTMAN KODAK: Shareholders Elect 14 Nominees for Directors
-----------------------------------------------------------
Eastman Kodak Company held its 2010 annual meeting of shareholders
May 12, 2010, at The Learning Center at Miami Valley Research
Park, 1900 Founders Drive, Dayton, Ohio.  As of March 15, 2010,
the record date for the Annual Meeting, there were 268,673,667
shares of common stock issued and outstanding.  A quorum of
215,711,002 shares of common stock was present at the meeting.

Shareholders elected each of the Company's fourteen nominees for
director to serve a term of one year to expire at the next
shareholders' meeting next year or until their successors are duly
elected and qualified:

* Richard S. Braddock
* Herald Y. Chen
* Adam H. Clammer
* Timothy M. Donahue
* Michael J. Hawley
* William H. Hernandez
* Douglas R. Lebda
* Debra L. Lee
* Delano E. Lewis
* William G. Parrett
* Antonio M. Perez
* Joel Seligman
* Dennis F. Strigl
* Laura D'Andrea Tyson

                        About Eastman Kodak

Headquartered in Rochester, New York, Eastman Kodak Company
(NYSE:EK) -- http://www.kodak.com/-- provides imaging technology
products and services to the photographic and graphic
communications markets.

As of December 31, 2009, the Company had total assets of
$7.691 billion against total liabilities of $7.724 billion,
resulting in shareholders' deficit of $35 million.

On February 19, 2010, Moody's revised its rating outlook on the
Company from negative to stable, and affirmed its B3 corporate
rating and Caa1 senior unsecured rating.

On February 11, 2010, S&P revised its B- rating outlook on the
Company to stable from negative.  All ratings on the Company,
including the B- Corporate Rating, were affirmed.


EDUCATION MANAGEMENT: S&P Raises Corporate Credit Rating to 'BB-'
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Pittsburgh, Pa.-based for-profit post-secondary school
operator Education Management LLC to 'BB-' from 'B+'.  The rating
outlook is positive.  The company has been able to reduce leverage
recently due to good operating performance.

At the same time, S&P raised its issue-level ratings on the
company's debt by one notch in accordance with its upgrade of the
corporate credit rating.  S&P's recovery ratings on these debt
issues remain unchanged.

"S&P's 'BB-' rating reflects Education Management's dependence on
federal student loan programs, increasing capital spending for
start-up campuses, and the highly fragmented and competitive
nature of the for-profit post-secondary education market," said
Standard & Poor's credit analyst Deborah Kinzer.  "The company's
good business position and geographic diversity in the for-profit
post-secondary education market, historically strong operating
performance, and declining (though still high) debt leverage
somewhat offset these negative rating factors."

Education Management operates 98 campuses in 30 states and one
Canadian province, offering programs in career-oriented
disciplines.  Enrollment totaled more than 139,000 as of April
2010.  About 60% of students are enrolled in bachelor's, master's,
and doctorate programs, while the rest are in associate's degree
and certificate programs.  Education Management's cost structure
is somewhat flexible because most instructors are not tenured, and
most facilities are leased.  Enrollment has grown rapidly over the
past several years, reflecting positive demographic trends and
student and employer demand for career-oriented degrees.  Annual
double-digit gains in same-school enrollment and average annual
tuition increases of about 6% have resulted in EBITDA growth.
Enrollment in online education programs has also grown briskly,
and about 26% of total enrolled students are now taking fully
online programs.  The online education market is still developing
and is subject to intense competition and technological change.


EMPIRE RESORTS: Posts $2.2 Million Net Loss for March 31 Quarter
----------------------------------------------------------------
Empire Resorts Inc. filed its quarterly report on Form 10-Q,
showing a net loss of $2.2 million on $16.2 million of gross
revenues for the three months ended March 31, 2010, compared with
a net loss of $2.0 million on $15.4 million of gross revenues
during the same period a year earlier.

The Company's balance sheet at March 31, 2010, showed
$86.8 million in total assets and $72.3 million in total current
liabilities, for a $14.4 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?634e

                       About Empire Resorts

Based in Monticello, New York, Empire Resorts, Inc. (NASDAQ: NYNY)
-- http://www.empireresorts.com/-- currently owns and operates
Monticello Casino & Raceway, a video gaming machine and harness
racing track and casino located in Monticello, New York, 90 miles
northwest of New York City.

The Company's balance sheet as of December 31, 2009, showed $89.4
million in assets, $73.9 million of debts, and $15.5 million of
stockholders' equity.

Auditor Friedman LLP, in New York, said Empire Resorts' ability to
continue as a going concern depends on the Company's ability to
fulfill its obligations with respect to its $65 million of 5-1/2%
senior convertible notes.  Friedman also noted of the Company's
continuing net losses and negative cash flows from operating
activities.


ENRON CORP: ECRC Files 22nd Post-Confirmation Report
----------------------------------------------------
Enron Creditors Recovery Corp., formerly Enron Corp., and its
reorganized debtor affiliates delivered to the U.S. Bankruptcy
Court for the Southern District of New York their Twenty-second
Post-Confirmation Status Report.

A. Distributions

John S. Delnero, Esq., at K&L Gates LLP, in Chicago, Illinois,
relates that as of April 15, 2010, approximately $21,686,000,000
in Cash, PGE Common Stock and PGE Common Stock equivalents have
been distributed to holders of Allowed Claims, including
$267,000,000 of interest, capital gains and dividends.  He adds
that all Disputed Claims have been resolved and all reserves
previously held in the Disputed Claims Reserve, including
interest, dividends and gains have been released.

The General Unsecured Creditors of Enron have received 52.4%
return on allowed claim amounts compared to original estimates in
the Disclosure Statement of 17.4% and the Creditors of Enron North
America Corp have received 52.0% compared to original estimates in
the Disclosure Statement of 20.1%.  The combined rate of return
for ENA Creditors who also hold an Enron Guaranty claim is 94.1%,
excluding gains, interest and dividends.

There are a limited number of pending litigation and collection
matters, which could potentially add up to approximately
$150 million in value, that continue to affect the timing of the
closure of the Enron bankruptcy case and payment of remaining
funds to creditors.  Based upon the likely timing of the expected
resolution of these remaining matters, the costs of making
distributions and the funds on hand at this time, the Plan
Administrator will distribute the remaining available funds and
the collections related to the remaining matters at the time of
closure of the Enron bankruptcy case in lieu of further interim
distributions.  In addition, the Reorganized Debtors are currently
litigating on appeal to the United States District
Court the appeal of the denial by the Bankruptcy Court of a motion
filed by National City Bank which would require the payment of
certain additional monies in the approximate
amount of $8.6 million to creditors holding the Allowed ETS
Debenture Claim under an agreement which NCB purports to provide
most favored nations status in these particular circumstances
which the Reorganized Debtors have opposed.  The timing of the
resolution of the NCB matter is uncertain.

B. Claims Resolution Process

More than 25,000 proofs of claim were filed against the Debtors.
The Reorganized Debtors and, prior to the Effective Date, the
Debtors, have worked diligently to review, reconcile, and resolve
these claims.  In the third quarter of 2008, all Disputed Claims
were resolved.  Of the more than 25,000 proofs of claim filed,
approximately 5,653 have been ordered allowed and approximately
2,333 have been allowed as filed.  The remaining filed claims have
been expunged, withdrawn, subordinated, or otherwise resolved.

C. Settlements and Recoveries

The Reorganized Debtors collected approximately $2,207,000 since
the Twenty-First Post-Confirmation Status Report.  These amounts
were primarily attributable to settlements and the return of other
deposits belonging to the Reorganized Debtors.

D. Other Activities

The Reorganized Debtors continue to oversee additional various
Enron activities including:

a. Document Administration and Disposal.  The Reorganized Debtors
  have completed their document destruction efforts in
  accordance with numerous orders entered by the Bankruptcy
  Court and an order entered by the District Court for the
  Southern District of Texas.  As of January 1, 2010, all of the
  remaining 43,000 boxes eligible for destruction and all
  electronic storage devices have been destroyed.  Approximately
  2,600 boxes have been sent to long-term storage in accordance
  with regulatory requirements, and the Reorganized Debtors have
  created electronic tape media to store the Litigation Document
  Library.

b. Dissolution of Corporate Entities.  There are four remaining
  entities -- of which one is a Debtor, one is a non-Debtor, and
  two are Post-Final Distribution Trusts.  The Debtor and non-
  Debtor are taking great care to ensure all liabilities are
  satisfied prior to dissolution and that such dissolutions are
  in accordance with the governing laws.  Additionally, the
  foreign entities have additional complexities and time
  components that the Debtor and non-Debtor are working through
  to ensure orderly dissolutions.  In conjunction with the
  dissolution of the remaining corporate entities, Enron
  Dissolution Corp., a Delaware corporation, was formed solely
  for the purposes of winding up Enron and Enron Net Works, LLC.
  Enron and Enron Net Works, LLC were merged with and into Enron
  Dissolution Corp. effective on December 18, 2009.  Enron
  Dissolution Corp. was thereafter dissolved effective on
  December 19, 2009.

c. Tax Return Compliance.  For 2009, approximately 20 returns for
  15 entities will need to be filed. In addition, there is one
  foreign entity with potential filing obligations that is
  expected to be finalized in the 2nd quarter of 2010.

d. Resolution of Outstanding Litigation.  Twenty-two cases
  remain pending.

e. The Reorganized Debtors continue to be sponsors of pre-
  petition benefit plans which are entitled to receive
  distributions from the settlement of certain class actions
  securities cases, Tittle, et al. v. Enron Corporation, et al.
  and Newby, et al. v. Enron Corporation, et al., related to the
  Enron estate.  The Reorganized Debtors are working to
  transition the responsibility for the administration of the
  benefit plans and the associated distribution process to
  independent third parties to allow for the closure at the
  appropriate time of the Enron Case.  The timing of the
  distribution of class action settlement monies to the benefit
  plans is uncertain and the Reorganized Debtors lack control
  over those distribution to those plans.  Moreover, the
  Reorganized Debtors continue to perform the necessary
  accounting, control and reporting work required to effect
  closure of the Case promptly.

Two remaining headcount and engaged professional firms (a) support
litigation, (b) handle accounting, tax, cash management and
reporting for the four remaining entities, (c) calculate and
control creditor distributions, (d) perform claims management, (e)
complete disposition of remaining litigation (f) oversee wind-up
of employee matters and benefit plans, and (g) oversee IT and
corporate services providers and non-litigation matters.

                         About Enron Corp.

Based in Houston, Texas, Enron Corporation filed for Chapter 11
protection on December 2, 2001 (Bankr. S.D.N.Y. Case No. 01-16033)
following controversy over accounting procedures that caused
Enron's stock price and credit rating to drop sharply.

Enron hired lawyers at Togut Segal & Segal LLP; Weil, Gotshal &
Manges LLP, Venable; Cadwalader, Wickersham & Taft, LLP for its
bankruptcy case.  The Official Committee of Unsecured Creditors in
the case tapped lawyers at Milbank, Tweed, Hadley & McCloy LLP.

The Debtors won confirmation of their Plan in July 2004, and the
Plan was declared effective on November 17, 2004.  After approval
of the Plan, the new board of directors decided to change the name
of Enron Corp. to Enron Creditors Recovery Corp. to reflect the
current corporate purpose.  ECRC's sole mission is to reorganize
and liquidate certain of the operations and assets of the "pre-
bankruptcy" Enron for the benefit of creditors.

ECRC has been involved in the MegaClaims Litigation, an action
against 11 major banks and financial institutions that ECRC
believes contributed to Enron's collapse; the Commercial Paper
Litigation, an action involving the recovery of payments made to
commercial paper dealers; and the Equity Transactions Litigation,
which ECRC filed against Lehman Brothers Holdings, Inc., UBS AG,
Credit Suisse and Bear Stearns to recover payments made to the
four banks on transactions involving Enron's stock while the
company was insolvent.

(Enron Bankruptcy News; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


ERICKSON RETIREMENT: New Owners Eye Expansion With Same Biz Model
-----------------------------------------------------------------
Erickson Retirement Communities, LLC's new owners say they are
poised for expansion with the same business model that seized up
along with the housing and credit markets last year, Lorraine
Mirabella of The Baltimore Sun reports.

Jim Davis, owner of Redwood Capital Investments LLC which bought
Erickson Retirement Communities' assets, said that ERC is more
financially sound than ever after wiping out most of its debt
through bankruptcy, Ms. Mirabella discloses.  That move, Mr.
Davis continued, will enable ERC to move forward in the next year
with new housing at about a dozen of its existing communities
that are not fully developed.

Mr. Davis serves as chief executive officer of ERC upon the
company's emergence from Chapter 11 on April 30, 2010.  ERC
completed the $365 million sale of its assets to Redwood on
May 3, 2010.

Mr. Davis also noted that ERC must reverse negative perceptions
stemming from the financial collapse, especially among seniors
who pay $400,000 or more to live in the retirement campuses,
according to the report.  In the meantime, the reorganized
company must continue to contend with an economy and real estate
market that haven't fully recovered, The Baltimore Sun cites.

The report relates that Mr. Davis intends to adhere to the vision
that propelled ERC for nearly three decades before the housing
crisis halted rapid expansion of its neighborhood-style
communities and forced it into bankruptcy in October 2009.

"It has been through some difficult times but has come through
remarkably well," Mr. Davis was quoted by The Baltimore Sun as
saying.  "I'm very optimistic about the long-term growth
potential of the industry and this company.  This company is more
strongly positioned than any other in the industry."

Long-term demographic trends bode well for ERC, according to the
Baltimore Sun.  For one, ERC's officials disclose that the
population of seniors age 65 and older is projected to grow 60%,
to 63.9 million people, in the next 15 years, when that segment
of older Americans will make up nearly 18% of the population, the
newspaper cites.

Mr. Davis further noted that the challenges for any new
development will be to persuade investors that the team can
complete a development, to line up financing and pick the
strongest markets, the newspaper adds.  "Part of the risk of the
Erickson model is the size, and clearly they got caught when
recession caused a slowdown in the housing market," Robert
Kramer, president of the National Investment Center for the
Seniors Housing & Care Industry, told The Baltimore Sun.

The report notes that the new ERC will likely take a more
conservative approach to new development.  In fact, ERC has
embarked on a 90-day review of all sites to assess development
potential, where to build, how much and when, Ms. Mirabella
discloses.

"We'll make sure we don't get too far ahead of ourselves," Mr.
Davis was quoted by The Baltimore Sun as saying.  "It's really
quite that simple.  We'll make sure demand is there as we're
building new communities.  And we believe the demand is there."

                     About Erickson Retirement

The Baltimore, Maryland-based Erickson Retirement Communities LLC
owns 20 continuing care retirement communities in 11 states.
Among Erickson's 20 communities, eight are completed, 11 are open
although in construction, and one is in development.  They have
23,000 residents in total.

Erickson, along with affiliates, filed for Chapter 11 on Oct. 19,
2009 (Bankr. N.D. Tex. Case No. 09-37010).  DLA Piper LLP (US)
serves as counsel to the Debtors.  BMC Group Inc. serves as claims
and notice agent.  Houlihan, Lokey, Howard & Zoukin, Inc., is also
serving as investment and financial consultant.  Alvarez & Marsal
is serving as restructuring adviser.

As of September 30, 2009, on a book value basis, ERC had
approximately $2.7 billion in assets, including $2.2 billion of
property and equipment, and $3.0 billion in liabilities.
Liabilities include $195.8 million on the revolving credit,
$347.5 million on construction credit, $64 million in accounts
payable, $47.8 million in subordinate debt, and $475 million in
purchase option deposits.

Judge Stacey G.C. Jernigan of the U.S. Bankruptcy Court for the
Northern District of Texas confirmed Erickson's Plan of
Reorganization on April 16, 2010.  The confirmed Chapter 11 Plan
is premised on the $365 million sale of substantially all of the
Erickson Retirement assets to Redwood Capital Investments LLC and
its affiliates.  The Plan became effective effective on April 30,
2010.

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


ERICKSON RETIREMENT: Wants to Modify Injunction on 2 Campus LLCs
----------------------------------------------------------------
Before the Petition Date, Erickson Construction LLC acted as
original contractor to Lincolnshire Campus, LLC, to provide
general contracting services in connection with the construction
and improvement for and upon the premises owed by Lincolnshire
Campus known as Sedgebrook Renaissance Gardens 1.0 and certain
time and material work located at 800 Audobon Way and other
addresses in Lincolnshire, Illinois.

Similarly, Erickson Construction served as original contractor to
Naperville Campus, LLC, to provide general contracting services
in connection with the construction and improvement for and upon
the premises owned by Naperville Campus known as Monarch Landing
and certain time and material work, located at 1919 Ferry Road
and other addresses in Naperville, Illinois.

Lincolnshire Campus and Naperville Campus are non-debtor
affiliates of the Reorganized Debtors.

A number of subcontractors allege that they supplied labor and
materials to the Sedgebrook Premises and the Monarch Premises.
Those subcontractors filed mechanics' liens against the
Sedgebrook Premises and the Monarch Premises and the related
improvements under Section 60/1 of Title 770 of the Illinois
Compiled Statutes.  Certain subcontractors that have filed liens
against the Sedgebrook Premises and Monarch Premises have not
filed complaints to foreclosure on those liens under the Lien
Statute.

To permit the timely and efficient resolution of liens filed
under the Lien Statute, Section 60/34 of Title 770 of the
Illinois Compiled Statutes permits the owner of real property
against which liens have been recorded to send a notice or demand
to any party that has recorded a lien, but has not filed a
complaint to foreclose that lien, requiring the party to file a
complaint to foreclose upon the lien within 30 days.  Under the
Lien Statute, a general contractor like Erickson Construction is
a necessary party to any action to foreclose upon a lien filed
under the Lien Statute.

The Fourth Amended Joint Plan of Reorganization provides for an
injunction against parties from initiating legal proceedings
against the Reorganized Debtors.

Against this backdrop, the Reorganized Debtors, Lincolnshire
Campus and Naperville Campus entered into a stipulation with
these salient terms:

  (1) The Plan Injunction against parties initiating legal
      proceedings against Erickson Construction is modified
      solely to the extent necessary to permit Lincolnshire
      Campus and Naperville, at their option, to issue
      notices/demands pursuant to Section 60/34 to any parties
      that have filed or may file liens under the Lien Statute
      against the Sedgebrook Premises and the Monarch Premises
      and, to the extent Lincolnshire Campus and Naperville
      Campus exercise their right to issue a notice/demand to
      any party pursuant to Section 60/34 to permit that party
      to:

      (a) include Erickson Construction as a party-defendant in
          any complaint to foreclose on a lien recorded under
          the Lien Statute;

      (b) initiate and obtain discovery from Erickson
          Construction; and

      (c) do everything reasonably necessary to attempt to
          establish its lien claim against the Sedgebrook
          Premises or Monarch premises and to attempt to obtain
          a judgment foreclosing its lien and sale of the
          Property, including obtaining the necessary factual
          findings and legal determinations on its claim against
          Erickson Construction

  (2) Any party that is served with a notice/demand by
      Lincolnshire Campus or Naperville Campus pursuant to
      Section 60/34 will not seek any recovery from Erickson
      Construction and will not seek entry of any in personam
      judgment against Erickson Construction.

The Reorganized Debtors thus ask the U.S. Bankruptcy Court for
the Northern District of Texas to approve the Injunction
Stipulation.

While the Injunction Stipulation provides for a limited
modification of the Injunction, the Injunction Stipulation will
not operate as a waiver or modification of the Injunction so as
to permit prosecution against the Reorganized Debtors of any
claim or claims by any entity, Vincent P. Slusher, Esq., at DLA
Piper LLP, in Dallas, Texas, clarifies.

                     About Erickson Retirement

The Baltimore, Maryland-based Erickson Retirement Communities LLC
owns 20 continuing care retirement communities in 11 states.
Among Erickson's 20 communities, eight are completed, 11 are open
although in construction, and one is in development.  They have
23,000 residents in total.

Erickson, along with affiliates, filed for Chapter 11 on Oct. 19,
2009 (Bankr. N.D. Tex. Case No. 09-37010).  DLA Piper LLP (US)
serves as counsel to the Debtors.  BMC Group Inc. serves as claims
and notice agent.  Houlihan, Lokey, Howard & Zoukin, Inc., is also
serving as investment and financial consultant.  Alvarez & Marsal
is serving as restructuring adviser.

As of September 30, 2009, on a book value basis, ERC had
approximately $2.7 billion in assets, including $2.2 billion of
property and equipment, and $3.0 billion in liabilities.
Liabilities include $195.8 million on the revolving credit,
$347.5 million on construction credit, $64 million in accounts
payable, $47.8 million in subordinate debt, and $475 million in
purchase option deposits.

Judge Stacey G.C. Jernigan of the U.S. Bankruptcy Court for the
Northern District of Texas confirmed Erickson's Plan of
Reorganization on April 16, 2010.  The confirmed Chapter 11 Plan
is premised on the $365 million sale of substantially all of the
Erickson Retirement assets to Redwood Capital Investments LLC and
its affiliates.  The Plan became effective effective on April 30,
2010.

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


ERICKSON RETIREMENT: Wins Nod of Settlement With Sovereign Bank
---------------------------------------------------------------
Erickson Retirement Communities LLC sought and obtained permission
from the U.S. Bankruptcy Court for the Northern District of Texas
to enter into a settlement and release agreement with Point View
II, LLC, PPF MF 3900 Gracefield Road, LLC, and Sovereign Bank.

As previously reported, ERC initiated an adversary proceeding
against Sovereign Bank and PPF, seeking a declaratory judgment
that all of the conditions precedent to the termination of a
guaranty agreement have been met.  CCVI acquired Point View
Campus, LLC and borrowed $25,000,000 from PPF.  Prior to CCVI's
acquisition of Point View, the New Jersey Economic Development
Authority issued municipal bonds for $80,695,000 to CCVI.  CCVI
obtained a letter of credit from Sovereign Bank to secure payment
on the bonds.  Point View II and ERC provided a guaranty to
Sovereign Bank pursuant to a Guaranty Agreement.

Since Point View II is a wholly owned subsidiary of ERC and the
Plan contemplates that holders of certain allowed claims will be
paid in part out of the funds on deposit in an escrow account
held by Sovereign Bank as escrow agent, and because the remainder
of the Cedar Crest Receivable is being assigned to Redwood-ERC
Senior Living Holdings, LLC, the prosecution of an NJ Action will
have a direct, adverse impact on the Debtors' reorganization
efforts, Vincent P. Slusher, Esq., at DLA Piper LLP, in Dallas,
Texas, points out.  The escrow account holds initial entrance
deposits of residents in Cedar Crest Retirement Community.

ERC also sought a preliminary injunction and temporary
restraining order against PPF and Sovereign, Bank enjoining (i)
PPF from prosecuting an action before the Superior Court of New
Jersey, Law Division, Morris County; and (ii) Sovereign Bank from
releasing the funds in the Escrow Account.  The Debtors also
objected to Claim No. 1148 filed by Sovereign Bank.

To resolve their dispute, the Debtors, Point View II, PPF and
Sovereign Bank entered into the Settlement Agreement, the terms
of which are subject to the confirmation of the Fourth Amended
Joint Plan of Reorganization and the occurrence of the effective
date of the Plan.

The salient terms of the Settlement Agreement are:

  (1) All funds held in the Escrow Account will be released to
      PPF.

  (2) Sovereign Bank acknowledges the termination of the
      Guaranty Agreement, the Escrow Agreement and the Escrow
      Fund Disbursement Agreement.

  (3) Point View II acknowledges that in light of its failure
      to timely pay at least six monthly payments on the PPF
      Loan due under an amended promissory note and a
      modification agreement, the entire indebtedness owed by it
      to PPF is due and payable.

  (4) Sovereign Bank acknowledges that the Guaranty Agreement it
      entered with Point View II and ERC has terminated pursuant
      to its own terms.

  (5) Sovereign Bank will withdraw Claim No. 1148.

  (6) The NJ Action will be dismissed upon release of the funds
      in the Escrow Account to PPF.

  (7) ERC will dismiss the Adversary Proceeding and the TRO
      Motion.

  (8) After the release of the Escrow Account funds, all funds,
      including the Initial Entrance Deposits that have been
      deposited into a revolving account pursuant to a trust
      indenture among New Jersey Economic Development Authority,
      CCVI, and Manufacturers Traders Trust Company, as trustee,
      and that otherwise would have been deposited in the Escrow
      Account or paid to Point View II pursuant to the Trust
      Indenture, will be distributed solely to PPF until the
      time that all sums due under the PPF Loan.

  (9) The Settling Parties will exchange mutual releases from
      any and all claims arising out the Guaranty Agreement, the
      Escrow Agreement and the Escrow Fund Distribution
      Agreement, other than the obligations set forth in the
      Settlement Agreement.

(10) Pending approval of the Settlement Agreement and
     confirmation of the Plan, the time for the parties to file
     responses to the complaints in the NJ Action, Adversary
     Proceeding, the TRO Motion and the Claim Objection will be
     extended to June 1, 2010.

Mr. Slusher asserts that the Settlement Agreement resolves the
Claim Objection, Adversary Proceeding, TRO Motion and the NJ
Action without the need for costly litigation.  Moreover, the
extension of the response deadline with respect to the subject
matter will allow the Plan confirmation process to move forward,
he maintains.

                     About Erickson Retirement

The Baltimore, Maryland-based Erickson Retirement Communities LLC
owns 20 continuing care retirement communities in 11 states.
Among Erickson's 20 communities, eight are completed, 11 are open
although in construction, and one is in development.  They have
23,000 residents in total.

Erickson, along with affiliates, filed for Chapter 11 on Oct. 19,
2009 (Bankr. N.D. Tex. Case No. 09-37010).  DLA Piper LLP (US)
serves as counsel to the Debtors.  BMC Group Inc. serves as claims
and notice agent.  Houlihan, Lokey, Howard & Zoukin, Inc., is also
serving as investment and financial consultant.  Alvarez & Marsal
is serving as restructuring adviser.

As of September 30, 2009, on a book value basis, ERC had
approximately $2.7 billion in assets, including $2.2 billion of
property and equipment, and $3.0 billion in liabilities.
Liabilities include $195.8 million on the revolving credit,
$347.5 million on construction credit, $64 million in accounts
payable, $47.8 million in subordinate debt, and $475 million in
purchase option deposits.

Judge Stacey G.C. Jernigan of the U.S. Bankruptcy Court for the
Northern District of Texas confirmed Erickson's Plan of
Reorganization on April 16, 2010.  The confirmed Chapter 11 Plan
is premised on the $365 million sale of substantially all of the
Erickson Retirement assets to Redwood Capital Investments LLC and
its affiliates.  The Plan became effective effective on April 30,
2010.

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


FORTUNE INDUSTRIES: Posts $28,000 Net Loss for March 31 Quarter
---------------------------------------------------------------
Fortune Industries Inc. filed its quarterly report on Form 10-Q,
showing a net loss of $28,000 on $15.3 million of total revenues
for the three months ended March 31, 2010, compared with a net
income of $380,000 on $15.4 million of total revenues during the
same period a year ago.

The Company's balance sheet at March 31, 2010, showed
$29.8 million in total assets and $10.3 million in total
liabilities, for a total stockholders' equity of $19.4 million.

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

                     About Fortune Industries

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

The Company reported $32,225,000 in total assets and $12,615,000
in total liabilities resulting to a $19,610,000 stockholders'
equity for Dec. 31, 2009.

                        Going Concern Doubt

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


FRANKLIN PACIFIC: Case Summary & 17 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Franklin Pacific Finance, LLP
        425 Santa Monica Blvd.
        Suite 625
        Santa Monica, CA 90402

Bankruptcy Case No.: 10-30727

Chapter 11 Petition Date: May 24, 2010

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

Judge: Vincent P. Zurzolo

Debtor's Counsel: Stephen R. Wade, Esq.
                  The Law Offices of Stephen R. Wade
                  400 N Mountain Ave Ste 214B
                  Upland, CA 91786
                  Tel: (909) 985-6500
                  Fax: (909) 985-2865
                  E-mail: dp@srwadelaw.com

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

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

The petition was signed by Stephanos J. Collias, president.

Debtor's List of 17 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Rasa Floors               Trade debt             $26,799

Cowboys Painting          Trade debt             $4,687

HD Supply Facilities      Trade debt             $4,285
Maintenance Group

Premium Cuts Lawn         Trade debt             $3,957
Svc & Maint.

C&J Painting &            Trade debt             $3,949
Carpet Cleaning

Frank's Painting          Trade debt             $3,537

South Central Texas       Trade debt             $2,405
Apt Blue Book

Wilmar                    Trade debt             $1,504

Green Grass               Trade debt             $1,198

Cleaning Network          Trade debt             $952

J4 Development            Trade debt             $757

Greensheet                Trade debt             $560

Classified Ventures       Trade debt             $528

A & M Cleaning            Trade debt             $405

CSN Support Services      Trade debt             $278

Worldwide Pest Control    Trade debt             $161

Sunset Carpet Care        Trade debt             $97


FRENCH BROAD: Cash Collateral Hearing Continued Until June 21
-------------------------------------------------------------
The Hon. George R. Hodges of the U.S. Bankruptcy Court for the
Western District of North Carolina has continued until June 21,
2010, at 10:30 a.m., the hearing on French Broad Place, LLC's
request to obtain credit from secured creditors.  The hearing will
be held in the Bankruptcy Courtroom of the federal courthouse
located at 100 Otis Street in Asheville, North Carolina.

The Debtor's secured creditors consist of Asheville Savings Bank,
S.S.B. and Metromont Corporation.

As reported in the Troubled Company Reporter on April 13, 2010,
Judge Hodges authorized, on an interim basis, the Debtor to use
Asheville Savings' cash collateral.

Asheville Savings is the Debtor's primary secured creditor.
The bank is a holder of a claim for $8,475,801 secured by a first
lien deed of trust on the Debtor's real estate, valued at
$20,100,000.  The bank also holds a security interest in the rent
collected by the Debtor from the tenants in its leased premises,
by way of an assignment of rents contained in the security
documents.  Approximately $11,600,000 in equity exists.  The
Debtor said that Asheville Savings is adequately protected.

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

Brevard, North Carolina-based French Broad Place LLC filed for
Chapter 11 bankruptcy protection on March 25, 2010 (Bankr. W.D.
N.C. Case No. 10-10335).  Edward C. Hay, Jr., Esq., at Pitts, Hay
& Hugenschmidt, P.A., assists the Company in its restructuring
effort.  According to the schedules, the Company has assets of
$20,171,100, and total debts of $14,395,245.


FRENCH BROAD: Three-Member Creditors Committee Formed
-----------------------------------------------------
The Bankruptcy Administrator for the Western District of North
Carolina, appointed five members to the official committee of
unsecured creditors in the Chapter 11 case of French Broad Place
LLC.

The Creditors Committee members are:

1. Michael C. Eubanks, Attorney-at-Law
   52-A West Main Street
   P.O. Box 588
   Brevard, NC 28712

2. Harris Architects
   Attn: Douglas K. Harris
   33 W. Probart Street
   Brevard, NC 28712

3. Garry E. Paddick
   22 Fortune Lane
   Brevard, NC 28712

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

Brevard, North Carolina-based French Broad Place LLC, filed for
Chapter 11 bankruptcy protection on March 25, 2010 (Bankr. W.D.
N.C. Case No. 10-10335).  Edward C. Hay, Jr., Esq., at Pitts, Hay
& Hugenschmidt, P.A., assists the Company in its restructuring
effort.  According to the schedules, the Company has assets of
$20,171,100, and total debts of $14,395,245.


FUNDAMENTAL PROVISIONS: Wants Plan Solicitation Period Extended
---------------------------------------------------------------
Fundamental Provisions, LLC, et al., ask the U.S. Bankruptcy Court
for the Middle District of Louisiana to extend their exclusive
period to solicit acceptances for their proposed Reorganization
Plan until September 3, 2010.  The Debtors' exclusive right to
obtain acceptances of a plan will expire on June 6, 2010.

As reported by the Troubled Company Reporter on May 11, 2010,
Judge Douglas D. Dodd will consider approval of Fundamental
Provisions' Plan of Reorganization at a confirmation hearing
scheduled for July 9, 2010, at 11:00 a.m.  The deadline for
returning completed ballots is July 7, 2010 at 12:00 noon local
time.

The Plan provides for the Debtors to retain ownership of and
continue to operate 29 restaurants located in Louisiana, Alabama
and Florida, and attempt to sell the store land and equipment in
Destin, Florida.

Under the Plan, the Debtor will apply sale proceeds to the secured
debt first.  Unless their collateral is sold, secured claims will
be capitalized and paid in full, with interest, in periodic
installments.  The unsecured creditors will be paid 100% of their
prepetition claims in 8 quarterly installments.  Holders of the
convenience claims will be paid 100% of the prepetition claims.
The existing holders of interests will retain their interest, nut
will not receive any dividends until all creditors are paid in
full under the Plan.

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

               About Fundamental Provisions, LLC

The Debtors explain that they are still in negotiations with all
major constituencies on amicable resolution towards
reorganization.

Gonzales, Louisiana-based Fundamental Provisions, LLC -- fdba
Pollo, Inc., et al. -- filed for Chapter 11 bankruptcy protection
on December 8, 2009 (Bankr. M.D. La. Case No. 09-11897).
Fundamental Provision's affiliates -- Pollo, Inc., and Thaxco,
Inc. -- also filed Chapter 11 bankruptcy petitions.  Barry W.
Miller, Esq., at Heller, Draper, Hayden, Patrick & Horn, assists
the Debtors in their restructuring efforts.  Fundamental
Provisions listed $10,000,001 to $50,000,000 in assets and
$10,000,001 to $50,000,000 in liabilities.


GENTIVA HEALTH: Moody's Reviews 'Ba3' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service placed the long-term ratings of Gentiva
Health Services, Inc., including the Ba3 Corporate Family Rating
and the B1 Probability of Default Rating, under review for
possible downgrade following the announcement of the debt-financed
acquisition of Odyssey Healthcare Inc. for approximately
$1 billion.  The rating outlook was stable.

The rating review will focus on the pro forma capital structure of
the combined entity as well as the expected pace of deleveraging.
Moody's will weigh the benefits of the acquisition: including
increased scale and a more balanced mix between home healthcare
and hospice, with the risks, including a significant increase in
leverage and the reimbursement and regulatory risk of both the
home healthcare and hospice businesses.  Combined, the pro forma
company will have revenues of roughly $1.8 billion, making it the
largest home health and hospice company in the U.S with
approximately 60% of the combined company's revenue generated from
home healthcare (versus more than 90% for Gentiva alone) and 40%
from hospice.

Ratings placed under review for downgrade:

* Corporate Family Rating, Ba3

* Probability of Default Rating, B1

Ratings unchanged:

* $80 million Senior Secured Revolver (face value), due 2012, Ba3,
  LGD3, 31%

* $232 million Senior Secured Term Loan B, due 2013, Ba3, LGD3,
  31%

* Speculative Grade Liquidity Rating of SGL-1.

The outlook was stable.

The last rating action was on November 23, 2009, when Moody's
upgraded the Speculative Grade Liquidity Rating to SGL-1 from SGL-
2.

Gentiva'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
Gentiva's core industry and Gentiva's ratings are believed to be
comparable to those other issuers of similar credit risk.

Gentiva is a leading provider of home health and hospice services
in the US.  The company offers direct home nursing and therapies,
including specialty programs, as well as hospice care.  Gentiva
reported revenues of approximately $1.17 billion for the twelve
months ended April 4, 2010.


GENTIVA HEALTH: S&P Changes Outlook to Stable; Keeps 'B+' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its rating
outlook on Atlanta-based home health services provider Gentiva
Health Services Inc. to stable from positive as a result of the
company's recent announcement to enter into a debt-financed
acquisition to acquire the Dallas-based hospice business Odyssey
HealthCare Inc.

At the same time, S&P affirmed both its 'B+' corporate credit
rating on Gentiva and its 'BB-' issue-level rating on the
company's term loan and revolver.  The recovery rating on these
debt issues remains at '2', indicating S&P's expectation for
substantial (70%-90%) recovery in the event of payment default.

"The ratings on Gentiva continue to reflect its weak business risk
profile as a result of the company's narrow focus in the home care
services business, its significant reliance on Medicare, and its
acquisitive growth strategy," said Standard & Poor's credit
analyst Tahira Y. Wright.  Despite the company's position as a
leading provider in a highly fragmented industry, its ability to
grow organically, and its strong liquidity, the rating also
incorporates health reform-related rate cuts over the next few
years and Gentiva's demonstrated interest in aggressively
broadening its operating base.



GOLD'S GYM: Files for Bankruptcy Protection Under Chapter 11
------------------------------------------------------------
Tim Christie at The Register-Guard reports that Gold's Gyms filed
for bankruptcy protection under Chapter 11 of the U.S. Bankruptcy
Code, listing $421,000 in assets and $2.01 million in liabilities.

According to the report, the filing came after the state Bureau of
Labor & Industries ordered Company owner Troy Finfrock to post a
payroll surety bond of $187,000 because of his pattern of failing
to pay employees.

Mr. Christie notes that the Company owes $159,068 to the Internal
Revenue Service and major creditors including Amresco Commercial,
$247,000; 706 Madrona, $151,956; D&R Property Investor, $97,000;
Blayne's Auto Superstore, $80,000 and United Leasing, $79,000.

Gold's Gyms operates a gym facility.


GREAT POINT: S&P Assigns 'BB+' Rating on $220 Mil. Senior Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its final
'BB+' rating to Great Point Power LLC's $220 million senior
secured term loan.  The project is using proceeds to partly
finance the acquisition of a portfolio of electric generation
assets that several private equity funds managed by Energy
Investors Funds owns.  The final rating follows S&P's review of
transaction documents.  S&P also assigned a recovery rating of '1'
to the portfolio, indicating expectation of 90%-100% recovery in
the event of a default.  The outlook is stable.

GPP is a special-purpose, bankruptcy-remote entity formed to own
and operate a portfolio of four generation assets and one
transmission asset.  The portfolio is a closed-end portfolio of
equity interests in four power plants totaling 695 megawatts of
net generation and an interest in a 660 MW (net 440 MW) undersea
transmission line between Sayreville, N.J. and Long Island, N.Y.
The assets are in New York, New Jersey, Texas, California, and
Hawaii.  While the portfolio is diverse in terms of customer base,
fuel type, and technology, there is limited diversity in revenue
sources.

Great Point Power Holdings LLC completely owns GPP, and GPPH is in
turn 100% owned by ArcLight Energy Partners Fund IV L.P, a
$2.1 billion fund that is one of four private equity funds managed
by ArcLight Capital Partners LLC.

The outlook on the portfolio is stable.  Higher-than-estimated
forced outages or higher operating or maintenance costs could
adversely affect the outlook and ratings.  Improved recovery
prospects or material improvements in the risk profiles of several
projects could result in an upgrade.

                           Ratings List

                            New Rating

                      Great Point Power LLC

   $220 mil sr secd term loan   BB+/Stable    BB+(prelim)/Stable
   Recovery Rating              1


GEORGE RODOLFO PAGLIARO: Files Schedules of Assets & Liabilities
----------------------------------------------------------------
George Rodolfo Pagliaro and Pamela Jean Pagliaro have filed with
the U.S. Bankruptcy Court for the Central District of California
its schedules of assets and liabilities, disclosing:

  Name of Schedule                    Assets          Liabilities
  ----------------                    ------          -----------
A. Real Property                 $16,000,290
B. Personal Property                 $34,354
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                    $11,411,287
E. Creditors Holding
   Unsecured Priority
   Claims                                               $118,191
F. Creditors Holding
   Unsecured Non-priority
   Claims                                               $378,353
                                 -----------         -----------
      TOTAL                      $16,034,644         $11,907,832

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.


GEORGE RODOLFO PAGLIARO: Taps Vincent Renda as General Counsel
--------------------------------------------------------------
George Rodolfo Pagliaro, et al., have asked for authorization from
the U.S. Bankruptcy Court for the Central District of California
to employ Vincent Renda as general counsel.

Mr. Renda will, among other things:

     a. represent the Debtors before the Court and at all hearings
        on matters pertaining to its affairs, as debtors-in-
        possession, including prosecuting and defending litigated
        matters as they may arise during the Chapter 11 bankruptcy
        case;

     b. advise and assist the Debtors in the preparation and
        negotiation of a plan of reorganization with its
        creditors;

     c. prepare applications, answers, orders, reports, documents
        and other legal papers; and

     d. perform other legal services for the Debtor which may be
        desirable and necessary.

Mr. Renda will be paid $245 per hour for his services, while his
paralegals will be paid $125 per hour.

Mr. Renda assures the Court that he is "disinterested" as that
term is defined in Section 101(14) of the Bankruptcy Code.

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).  The Debtors estimated their assets and debts at
$10,000,001 to $50,000,000.


GREENSHIFT CORP: Posts $2.9 Million Net Loss for March 31 Quarter
-----------------------------------------------------------------
Greenshift Corporation filed its quarterly report on Form 10-Q,
showing a net loss of $2.9 million on $1.2 million of revenues for
the three months ended March 31, 2010, compared with a net loss of
$12.0 million on $624,334 of revenues during the same period a
year ago.

The Company's balance sheet at March 31, 2010, showed
$19.2 million in total assets and $42.6 million in total
liabilities, for a stockholders' deficit of $65.6 million.

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?6350

Headquartered in New York, GreenShift Corporation develops and
commercializes clean technologies designed to integrate into and
leverage established production and distribution infrastructure to
address the financial and environmental needs of its clients by
decreasing raw material needs, facilitating co-product reuse, and
reducing waste and emissions.

Rosenberg Rich Baker Berman & Company expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has suffered losses
from operations and has a working capital deficiency as of
December 31, 2009.


GREGORIO ALVAREZ: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Joint Debtors: Gregorio Alvarez
               Martha Leticia Alvarez
               P.O. Box 656
               Vineburg, CA 95487

Bankruptcy Case No.: 10-11949

Chapter 11 Petition Date: May 24, 2010

Court: United States Bankruptcy Court
       Northern District of California (Santa Rosa)

Judge: Alan Jaroslovsky

Debtor's Counsel: Michael C. Fallon, Esq.
                  Law Offices of Michael C. Fallon
                  100 E St. #219
                  Santa Rosa, CA 95404
                  Tel: (707) 546-6770
                  E-mail: mcfallon@fallonlaw.net

Scheduled Assets: $1,480,337

Scheduled Debts: $2,714,250

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/canb10-11949.pdf

The petition was signed by Gregorio Alvarez and Martha Leticia
Alvarez.


HACIENDA GARDENS: Case Summary & 19 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Hacienda Gardens, LLC
        21710 Stevens Creek Blvd., #200
        Cupertino, CA 95014

Bankruptcy Case No.: 10-55423

Chapter 11 Petition Date: May 24, 2010

Court: United States Bankruptcy Court
       Northern District of California (San Jose)

Judge: Charles Novack

Debtor's Counsel: Robert G. Harris, Esq.
                   E-mail: rob@bindermalter.com
                  Roya Shakoori
                   E-mail: roya@bindermalter.com
                  Law Offices of Binder and Malter
                  2775 Park Ave.
                  Santa Clara, CA 95050
                  Tel: (408) 295-1700

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

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

The petition was signed by Ken Tersini, managing member.

Debtor's List of 19 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Biagini Properties, Inc.                         $125,875

SCQ Construction                                 $61,257

AT&T                                             $52,020

Giacalone Electrical                             $22,882
Services, Inc.

Miller Morton Caillat & Nevis                    $11,803

Reed Associates                                  $4,810

Diamond Glass Co.                                $4,042

MCG Architecture                                 $3,398

United Soil Engineering, Inc.                    $2,800

Signawest Systems, Inc.                          $2,077

San Jose Awning                                  $1,894

HP Inspections, Inc.                             $1,127

Morris Steel Company, Inc.                       $425

United Site Services, Inc.                       $409

M Construction                                   $375

Mobile Modular Mgmt. Corp.                       $314

PG&E                                             $63

SFO Color Graphics                               $19

Alhambra and Sierra Springs                      $11


HOTELS UNION: Taps Potter Anderson to Handle Reorganization Case
----------------------------------------------------------------
Hotels Union Square Mezz 1 LLC, and Hotels Union Square Mezz 2 LLC
ask the U.S. Bankruptcy Court for the District of Delaware
for permission to employ Potter Anderson & Corroon LLP as counsel.

Potter Anderson will, among other things:

   -- take all necessary action to protect and preserve the
      estates of the Debtors, including the prosecution of actions
      on the Debtors' behalf, the defense of any actions commenced
      against the Debtors, the negotiation of disputes in which
      the Debtors are involved, and the preparation of objections
      to claims filed against the Debtors' estates;

   -- provide legal advice with respect to the Debtors' powers and
      duties as debtors-in-possession as the Debtors move forward
      with the bankruptcy case; and

   -- negotiate, prepare and pursue a plan and disclosure
      statement and the approval of the same.

Court documents did not disclose the compensation for Potter
Anderson's services.

Steven M. Yoder, Esq., assures the Court that Potter Anderson is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Mr. Yoder can be reached at:

     Potter Anderson & Corroon LLP
     Hercules Plaza
     1313 North Market Street
     Wilmington, DE 19801
     Tel: (302) 984-6107
     Fax: (302) 778-6107
     E-mail: syoder@potteranderson.com

                        About Hotels Union

Philadelphia, Pennsylvania-based Hotels Union owns the W New York
Union Square hotel, located on Park Avenue South.  Hotels Union is
controlled by an affiliate of Lubert-Adler Real Estate Funds known
as LEM.

Hotels Union Square Mezz 1 LLC, dba Istithmar Hotels Union Square
Mezz 1 LLC, filed for Chapter 11 bankruptcy protection on
March 23, 2010 (Bankr. D. Del. Case No. 10-10971).  The company
estimated its assets and debts at $50,000,001 to $100,000,000.

Hotels Union Square Mezz 2 LLC, dba Istithmar Hotels Union Square
Mezz 2 LLC, filed for Chapter 11 bankruptcy protection on
March 25, 2010 (Bankr. D. Del. Case No. 10-11001).  The company
estimated its assets and debts at $10,000,001 to $50,000,000.

Steven M. Yoder, Esq., at Potter Anderson & Corroon LLP, assists
the Debtors in their restructuring efforts.


HOTELS UNION: Union Square Dismissal Plea Hearing Tomorrow
----------------------------------------------------------
Union Square Real Holdings Corporation asks the U.S. Bankruptcy
Court for the District of Delaware to dismiss the Chapter 11 cases
of Hotels Union Square Mezz 1 LLC, and Hotels Union Square Mezz 2
LLC.  Union Square says that the Debtors' cases were filed in "bad
faith."

Union Square proposes that Hon. Kevin J. Carey consider the matter
at a hearing on May 28, 2010, at 10:00 a.m. (E.T.)  The hearing
will be held at 824 Market Street, 5th Floor, Courtroom No. 5,
Wilington, Delaware.

As reported on Troubled Company Reporter on April 13, 2010,
DekaBank Deutsche Girozentrale also earlier sought for the
dismissal of the Debtors' case.

About Hotels Union

Philadelphia, Pennsylvania-based Hotels Union owns the W New York
Union Square hotel, located on Park Avenue South.  Hotels Union is
controlled by an affiliate of Lubert-Adler Real Estate Funds known
as LEM.

Hotels Union Square Mezz 1 LLC, dba Istithmar Hotels Union Square
Mezz 1 LLC, filed for Chapter 11 bankruptcy protection on
March 23, 2010 (Bankr. D. Del. Case No. 10-10971).  The company
estimated its assets and debts at $50,000,001 to $100,000,000.

Hotels Union Square Mezz 2 LLC, dba Istithmar Hotels Union Square
Mezz 2 LLC, filed for Chapter 11 bankruptcy protection on
March 25, 2010 (Bankr. D. Del. Case No. 10-11001).  The company
estimated its assets and debts at $10,000,001 to $50,000,000.

Steven M. Yoder, Esq., at Potter Anderson & Corroon LLP, assists
the Debtors in their restructuring efforts.


HOTELS UNION: Section 341(a) Meeting Scheduled for June 18
----------------------------------------------------------
Roberta A. DeAngelis, acting U.S. Trustee for Region 3, will
convene a meeting of creditors in Hotels Union Square Mezz 1 LLC.,
et al.'s Chapter 11 cases on June 18, 2009, at 1:00 p.m.  The
meeting will be held at J. Caleb Boggs Federal Building, 2nd
Floor, Room 2112, Wilmington, Delaware.

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

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

Philadelphia, Pennsylvania-based Hotels Union owns the W New York
Union Square hotel, located on Park Avenue South.  Hotels Union is
controlled by an affiliate of Lubert-Adler Real Estate Funds known
as LEM.

Hotels Union Square Mezz 1 LLC, dba Istithmar Hotels Union Square
Mezz 1 LLC, filed for Chapter 11 bankruptcy protection on
March 23, 2010 (Bankr. D. Del. Case No. 10-10971).  The company
estimated its assets and debts at $50,000,001 to $100,000,000.

Hotels Union Square Mezz 2 LLC, dba Istithmar Hotels Union Square
Mezz 2 LLC, filed for Chapter 11 bankruptcy protection on
March 25, 2010 (Bankr. D. Del. Case No. 10-11001).  The company
estimated its assets and debts at $10,000,001 to $50,000,000.

Steven M. Yoder, Esq., at Potter Anderson & Corroon LLP, assists
the Debtors in their restructuring efforts.


IMAX CORP: Amends Employment Contract With CFO Sparacio
-------------------------------------------------------
IMAX Corporation amended the employment agreement of Joseph
Sparacio, the company's Executive Vice President & Chief Financial
Officer, which extended his employment term for two years through
May 14, 2012.

The amendment provided for an annual salary of $385,000, effective
May 14, 2010, and an annual salary of $400,000, effective May 14,
2011.  The restrictive covenants of Mr. Sparacio's existing
employment agreements, including non-competition provisions, as
well as other provisions not modified by the amendment, remain in
force.  Mr. Sparacio's previous employment agreement expired as of
May 14, 2010.

                         About IMAX Corp.

IMAX Corp. -- http://www.imax.com/-- together with its wholly
owned subsidiaries, is an entertainment technology company
specializing in motion picture technologies and large-format film
presentations.  Its principal business is the design and
manufacture of large-format digital and film-based theater
systems, sale or lease of such systems, and the conversion of
two-dimensional (2D) and three-dimensional (3D) Hollywood feature
films for exhibition on such systems worldwide.

At September 30, 2009, the Company had $308,965,000 in total
assets against $268,730,000 in total liabilities.  As of June 30,
2009, the Company had $270,400,000 in total assets and
$288,500,000 in total liabilities, resulting in $18,100,000 in
stockholders' deficit.

                           *     *     *

As reported by the Troubled Company Reporter on November 23, 2009,
Standard & Poor's Ratings Services raised its ratings on IMAX
Corp.  S&P raised its corporate credit rating on the company to
'B-' from 'CCC+'.  The rating outlook is stable.


INDUSTRIAL ENTERPRISES: 2 Former Execs. Charged With $60MM Fraud
----------------------------------------------------------------
Basil Katz at Reuters reports that John Mazzuto and James
Marguiles, two former chief executives of Industrial Enterprises
of America Inc., have been arrested and charged with siphoning $60
million from the company.  Messrs. Mazzuto and Marguiles are
accused of issuing company stock to friends and affiliates
entities, and pumping up the stock price, Reuters says.  The
scheme allegedly ran from 2004 to 2008.

Pittsburgh, Pennsylvania-based Industrial Enterprises of America,
Inc. filed for Chapter 11 protection on May 1, 2009, (Bankr. D.
Del. Case No. 09-11508).  Five of its affiliates also filed
voluntary Chapter 11 petitions between April 30 and May 6, 2009.
Pace Reich, Esq., represents the Debtors in their restructuring
efforts.  In its petition, Industrial Enterprises listed total
assets of $50,476,697 and total debts of $17,853,997.


JAIMELEE LAWLER: Case Summary & 13 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: JaimeLee Lawler
        3047 N. Kashmir
        Mesa, AZ 85215

Bankruptcy Case No.: 10-16104

Chapter 11 Petition Date: May 24, 2010

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

Judge: George B. Nielsen Jr.

Debtor's Counsel: Brian N. Spector, Esq.
                  Jennings Strouss & Salmon, PLC
                  The Collier Center, 11th Flr.
                  201 E. Washington St.
                  Phoenix, AZ 85004-2385
                  Tel: (602) 262-5977
                  Fax: (602) 495-2654
                  E-mail: bspector@jsslaw.com

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

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

A list of the Company's 13 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/azb10-16104.pdf

The petition was signed by JaimeLee Lawler.


KEITH BLACKMON: Case Summary & 12 Largest Unsecured Creditors
-------------------------------------------------------------
Joint Debtors: Keith Allen Blackmon
               Lana Lorraine Blackmon
               102 Nottoway Blvd
               Dothan, AL 36303

Bankruptcy Case No.: 10-10954

Chapter 11 Petition Date: May 24, 2010

Court: United States Bankruptcy Court
       Middle District of Alabama (Dothan)

Judge: Dwight H. Williams Jr.

Debtor's Counsel: Cameron-RRL A. Metcalf, Esq.
                  Espy, Metcalf & Espy, P.C.
                  P.O. Drawer 6504
                  Dothan, AL 36302
                  Tel: (334) 793-6288
                  E-mail: cam@espymetcalf.com

Scheduled Assets: $1,514,737

Scheduled Liabilities: $1,518,320

A list of the Company's 12 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/almb10-10954.pdf

The petition was signed by Keith Allen Blackmon and Lana Lorraine
Blackmon.


LEHMAN BROTHERS: Judge Allows $5.2-Bil. Archstone Restructuring
---------------------------------------------------------------
A judge has allowed Lehman Brothers Holdings Inc. to enter into a
$5.2 billion restructuring deal for struggling apartment
investment firm Archstone-Smith Trust, in which Lehman acquired a
stake through a 2007 leveraged buyout, according to Bankruptcy
Law360.  Law360 says Judge James Peck granted Lehman's request
regarding the proposal on Tuesday in the U.S. Bankruptcy Court for
the Southern District of New York, cautioning the parties against
making any changes.

                       About Lehman Brothers

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

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

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

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

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

               International Operations Collapse

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

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

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


LYONDELL CHEMICAL: Has Deal Resolving ConocoPhillips' Claims
------------------------------------------------------------
Reorganized Debtor Basell USA Inc. and ConocoPhillips Company
entered into an agreement whereby Basell agreed to purchase all of
the polypropylene production from ConocoPhillips' plant in Linden,
New Jersey from January 1, 2008 to December 13, 2010.
LyondellBasell Industries AF S.C.A. executed a guaranty in favor
of ConocoPhillips of Basell's purchase obligations under the Sales
Agreement.  In January 2009, Basell paid ConocoPhillips
$36,138,540 for polypropylene purchases in October 2008 -- the
January Payment.  As of the Petition Date, Basell owed
ConocoPhillips for purchases of polypropylene under the Sales
Agreement during November and December 2008 and from January 1,
2009, through the Petition Date.

ConocoPhillips filed Claim No. 4396 against Houston Refining LP
for $1,168.  ConocoPhillips also asserted Claim No. 4397 for
$6,414 against Equistar Chemicals, LP.  ConocoPhillips filed Claim
No. 4398 against Lyondell Chemical Company for $190,653.
ConocoPhillips filed Claim No. 4398 against Lyondell for
$190,653.  ConocoPhillips filed Claim No. 4399 against LBI for
$40,030,730 for Basell's prepetition obligations under the Sales
Agreement and a claim for $906,322 for attorney's fees incurred
to enforce the Guaranty.   ConocoPhillips filed Claim No. 4400
against Basell for $39,124,407 on Basell's prepetition
obligations under the Sales Agreement.

In July 2009, ConocoPhillips and Basell entered into a
postpetition amendment of the Sales Agreement -- the "July
Agreement" -- requiring Basell to seek authorization to reject
the Sales Agreement, and amending certain provisions of the Sales
Agreement with respect to 2009.  The Court authorized Basell's
rejection of the Sales Agreement effective as of December 31,
2009.

ConocoPhillips filed Claim No. 279487, amending and superseding
Claim No. 4398.  The Court disallowed and expunged Claim No. 4398
as having been amended and superseded by Claim No. 279487.
ConocoPhillips filed Claim No. 279710, amending and superseding
Claim No. 4400, and asserting claims against Basell for
$75,425,283 on account of Basell's prepetition obligations under
the Sales Agreement.  ConocoPhillips filed Claim No. 279711
against LBI for $76,331,606.  The Court disallowed and expunged
Claim Nos. 4399 and 4400 as having been amended and superseded by
Claims 279710 and 279711.  ConocoPhillips filed its Motion to
Exercise Recoupment Rights.  The Reorganized Debtors have
asserted or could assert various defenses or objections to the
Prepetition Claims and the Recoupment Motion.

Against this backdrop, the Reorganized Debtors and ConocoPhillips
entered into a Court-approved stipulation to resolve all issues
between them, including those relating to the Prepetition Claims,
the Debtors' Claims, the January Payment, the Sales Agreement,
the July Agreement, and the Recoupment Motion.

Specifically:

  (1) ConocoPhillips waives, releases and discharges: (i) each
      of the Prepetition Claims; and (ii) any and all claims
      against the Reorganized Debtors arising from any and all
      transactions between ConocoPhillips and the Debtors,
      including the Sales Agreement, the Guaranty, the July
      Agreement, and the Recoupment Motion, and including any
      claims for attorney's fees.

  (2) The Reorganized Debtors waive, release and discharge: (i)
      each of the Debtors' Claims; and (ii) any and all claims
      against ConocoPhillips arising from any and all
      transactions between ConocoPhillips and the Debtors,
      including the Prepetition Claims, the Sales Agreement, the
      Guaranty, the January Payment, the Attachment, the July
      Agreement, and the Recoupment Motion, and including any
      claims for attorney's fees.

  (3) All of ConocoPhillips' and Basell's rights under the Sales
      Agreement will survive until: (i) the expiration of the
      term in the Sales Agreement for the post-termination
      survival of that right; or (ii) June 30, 2010.

  (4) Nothing in the Parties' Stipulation will affect, impair,
      or be determinative of any of the Parties' rights or
      defenses with respect to Claim Nos. 4452, 4453, 4454,
      5270, 6301, 7068 and 7986.

  (5) The Parties agreed to the withdrawal of these documents:
      ConocoPhillips' objection to LBI's Motion to Apply Orders;
      Recoupment Motion; and each of the Prepetition Claims.

                      About Lyondell Chemical

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)


LYONDELL CHEMICAL: Parent Reports $10,000,000 Income for Q1
-----------------------------------------------------------
LyondellBasell Industries AF S.C.A made available in its Web site
on May 21, 2010, a copy of its financial results for the quarter
ended March 31, 2010.

LyondellBasell had operating income of $367 million in the first
quarter 2010 compared to operating income of $141 million in the
first quarter 2009.  The increase reflected higher sales volumes
and product margins due to stronger global market conditions in
the first quarter 2010 compared to the first quarter 2009.

LyondellBasell had income related to reorganization items of
$207 million in the first quarter 2010 compared to expense related
to $948 million of reorganization items in the first quarter 2009.
Reorganization items in 2010 included a $185 million adjustment
primarily related to rejected contracts, a $136 million reduction
of environmental remediation liabilities and a net $1 million
contract settlement, partially offset by $81 million of
professional fees, damages related to the rejection of executory
contracts of $25 million and plant closure cost of $9 million.
Reorganization items in 2009 included charges to write off the
carrying value of assets of $612 million related to the shutdown
of the olefins plant at Chocolate Bayou, Texas and $50 million
related to the long-term idling of the ethylene glycol facility in
Beaumont, Texas; severance charges of $139 million; professional
fees of $62 million; and a $30 million charge for the write off
deferred debt issuance costs related to the senior
notes due 2015.

In addition, LyondellBasell has an income of $10 million from
continuing operations in the first quarter 2010 compared to a loss
of $1,012 million from continuing operations in the first quarter
of 2009.  Lyondell had also a loss from discontinued operations of
$4 million in the first quarter 2009 related to the TDI business
sold in September 2008.

A full-text copy of LyondellBasell's First Quarter 2010 Results
is available for free at:

            http://ResearchArchives.com/t/s?62ce

                 LyondellBasell Industries AF S.C.A
                    Consolidated Balance Sheets
                       As of March 31, 2010

Assets
Current assets:
Cash and cash equivalents                        $537,000,000
Short-term investments                              2,000,000
Accounts receivable:
  Trade, net                                     3,413,000,000
  Related parties                                  229,000,000
Inventories                                     3,590,000,000
Prepaid expenses and other current assets         946,000,000
                                              ----------------
Total current assets                            8,717,000,000

Property, plant and equipment, net             14,687,000,000
Investments and long-term receivables:
Investment in PO joint ventures                   880,000,000
Equity investments                              1,125,000,000
Other investments and long-term receivables        90,000,000
Intangible assets, net                          1,748,000,000
Other assets                                      338,000,000
                                              ----------------
Total assets                                  $27,585,000,000
                                              ================

Liabilities and Equity
Liabilities not subject to compromise:
Current liabilities:
  Current maturities of long-term debt            $487,000,000
  Short-term debt                                6,675,000,000
  Accounts payable:
   Trade                                         1,694,000,000
   Related parties                                 519,000,000
  Accrued liabilities                            1,220,000,000
  Deferred income taxes                            163,000,000
                                              ----------------
Total current liabilities                      10,758,000,000

Long-term debt                                    304,000,000
Other liabilities                               1,317,000,000
Deferred income taxes                           2,012,000,000
Commitments and contingencies                               -
Liabilities subject to compromise              22,058,000,000
Stockholders' equity:
Common stock                                       60,000,000
Additional paid-in capital                        563,000,000
Retained deficit                               (9,303,000,000)
Accumulated other comprehensive loss             (295,000,000)
                                              ----------------
  LBI's share of stockholders deficit           (8,975,000,000)
Non-controlling interests                         111,000,000
                                              ----------------
  Total deficit                                 (8,864,000,000)
                                              ----------------
Total liabilities and equity                   $27,585,000,000
                                              ================

                 LyondellBasell Industries AF S.C.A.
             Unaudited Consolidated Statements of Income
                For Three Months Ended March 31, 2010

Sales and other operating revenues:
Trade                                          $9,606,000,000
Related parties                                   149,000,000
                                              ----------------
                                                 9,755,000,000
Operating costs and expenses:
Cost of sales                                   9,130,000,000
Selling, general and administrative expenses      217,000,000
Research and development expenses                  41,000,000
                                              ----------------
                                                 9,388,000,000
                                              ----------------
Operating income                                   367,000,000

Interest expense                                  (411,000,000)
Interest income                                      2,000,000
Other income (expense), net                       (198,000,000)
                                              ----------------
Loss from continuing operations before equity
investments, reorganization items and income
taxes                                            (240,000,000)

Income (loss) from equity investments               55,000,000
Reorganization items                               207,000,000
                                              ----------------
Income (loss) from continuing operations
before income taxes                                22,000,000

Provision for (benefit from) income taxes           12,000,000
                                              ----------------
Income (loss) from continuing operations            10,000,000

Loss from discontinued operations, net of tax                -
                                              ----------------
  NET INCOME (LOSS)                                $10,000,000
                                              ================

                 LyondellBasell Industries AF S.C.A.
                Consolidated Statements of Cash Flow
                 For Three Months Ended March 31, 2010

Cash flows from operating activities:
Net income (loss)                                 $10,000,000
(Income) loss from discontinued operations,
net of tax                                                  -
Adjustments to reconcile net income (loss) to
net cash provided by (used in) operating
activities - continuing operations:
  Depreciation and amortization                    424,000,000
  Amortization of debt-related costs               106,000,000
  Inventory valuation adjustment                             -
  Equity investments -
   Equity (income) loss                            (55,000,000)
   Distributions of earnings                        13,000,000
  Deferred income taxes                            (15,000,000)
  Reorganization items                            (207,000,000)
  Reorganization-related payments                  (87,000,000)
  Unrealized foreign currency exchange gains       202,000,000
Changes in assets and liabilities that provided
(used) cash:
Accounts receivable                              (480,000,000)
Inventories                                      (384,000,000)
Accounts payable                                  122,000,000
Repayment of accounts receivable securitization
facility                                                    -
Accrued interest                                    7,000,000
Prepaid expenses and other current assets         158,000,000
Other, net                                       (187,000,000)
                                              ----------------
Net cash used in operating activities -
continuing operations                            (373,000,000)
Net cash used in operating activities -
discontinued operations                                     -
                                              ----------------
  Net cash used in operating activities           (373,000,000)
                                              ----------------

Cash flows from investing activities:
Expenditures for property, plant and
equipment                                        (139,000,000)
Proceeds from insurance claims                              -
Advances and contributions to affiliates                    -
Proceeds from disposal of assets                            -
Short-term investments                             12,000,000
Other                                                       -
                                              ----------------
Net cash used in investing activities            (127,000,000)
                                              ----------------
Cash flows from financing activities:
Proceeds from issuance of DIP term loan
facility                                                    -
Proceeds from note payable                                  -
Repayment of note payable                                   -
Repayment of DIP term loan facility                (3,000,000)
Net borrowings under DIP revolving credit
facility                                          525,000,000
Net repayments under prepetition revolving credit
facilities                                                  -
Net repayments on revolving credit facilities      (3,000,000)
Proceeds from short-term debt                       8,000,000
Repayments of short-term debt                      (9,000,000)
Repayments of long-term debt                       (9,000,000)
Payments of debt issuance costs                   (13,000,000)
Other, net                                         (6,000,000)
                                              ----------------
Net cash provided by financing activities         490,000,000
                                              ----------------
Effect of exchange rate changes on cash            (11,000,000)
                                              ----------------
Decrease in cash and cash equivalents              (21,000,000)
Cash and cash equivalents at beginning of period   558,000,000
                                              ----------------
Cash and cash equivalents at end of period        $537,000,000
                                              ================

LyondellBasell also made available a copy of slides presented
during a May 7, 2010 conference call discussing results for the
quarter ended March 31, 2010.

LyondellBasell Chief Executive Officer Jim Gallogly said
Reorganized LyondellBasell has a new balanced capital structure
with $4.4 billion in net debt with 29% net debt and 71% in equity;
has about $3.6 billion of liquidity; and expanded its fixed cost
reductions totaling $1 billion since 2008.  Legal and
environmental liabilities largely expunged during Chapter 11, he
added.

Mr. Gallogly said Reorganized LyondellBasell has a $640 million in
EBITDAR for the first quarter.  Reorganized LyondellBasell also
recorded strong North American ethylene and intermediates &
derivatives results.  Reorganized LyondellBasell also has
improving refining margins and results for the month of March
represent nearly half of quarterly EBITDAR, he continued.

Mr. Gallogly said the strength in North American olefins is supply
driven for the first quarter.  Demand in durable-goods-driven
products like propylene oxide and polypropylene compounds also
increased in the first quarter.  There was also widening refining
spreads in the U.S. at end of the first quarter.  Reorganized
LyondellBasell also had strong internal production for the first
quarter, he added.

For its near-term outlook, Reorganized LyondellBasell expects
moderation of North American olefin results.  Reorganized
LyondellBasell anticipates heavy crude discount to continue.  More
importantly, Reorganized Lyondell expects lower interest expense
and other accounting impacts after Chapter 11 emergence, Mr.
Gallogly disclosed.

Reorganized LyondellBasell also prepared a presentation for
investors for the month of May 2010, elaborating on its products
and business segments.

Full-text copies of the 1st Quarter Earnings slides and the
investor presentation are available for free at:

  http://ResearchArchives.com/t/s?61c4
  http://ResearchArchives.com/t/s?61c5

                      About Lyondell Chemical

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)


LYONDELL CHEMICAL: Stipulation Allowing Broadpoint Transaction Fee
------------------------------------------------------------------
The Bank of New York Mellon and Bank of New York Mellon Trust
Company retained Broadpoint Gleacher Securities Group, Inc., as
its financial advisor in connection with the Debtors' Chapter 11
cases.  Pursuant to the Final DIP Order, BoNY will receive, as a
component of its adequate protection package, payment of the
reasonable fees and expenses of its counsel and financial advisor,
provided that the Debtors will be permitted to pay the transaction
fee, success fee or bonus to a financial advisor only after entry
of an order of the Court approving the fee.

BoNY is indenture trustee for notes aggregating (a) $100 million
issued by Lyondell Chemical Company, as predecessor-in-interest of
ARCO Chemical Company, and (b) $225 million issued by Equistar
Chemicals, LP.

The engagement letter with Broadpoint provides, among others, that
the firm is entitled to a transaction fee equal to the lesser of
(i) $1,250,000 and (ii) 30 basis points of the face amount of the
Notes upon the consummation by the Debtors of a Chapter 11 plan of
reorganization.  The Debtors previously completed all actions
necessary to consummate their Third Amended Joint Plan of
Reorganization effective April 30, 2010.

As a result, BoNY believes that Broadpoint is entitled to payment
of the Transaction Fee for $1,250,000 pursuant to the Engagement
Letter.  The Reorganized Debtors have also acknowledged that the
Transaction Fee is reasonable under the circumstances.  The
Official Committee of Unsecured Creditors also does not object to
the payment of the Transaction Fee.

Accordingly, BoNY and the Reorganized Debtors entered into a
Court-approved stipulation, agreeing that the Transaction Fee is
reasonable under the circumstances.  Lyondell Chemical Company is
thus authorized and directed to pay the Transaction Fee to
Broadpoint.

                      About Lyondell Chemical

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)


MEDIACOM COMMUNICATIONS: Fitch Lifts Issuer Default Rating to 'B+'
------------------------------------------------------------------
Fitch Ratings has upgraded the Issuer Default Rating for Mediacom
Communications Corporation and its wholly owned subsidiaries
Mediacom LLC (LLC) and Mediacom Broadband LLC to 'B+' from 'B'.
Additionally, Fitch has assigned a 'BB+/RR1' rating to the
$250 million senior secured incremental term loan (Term Loan E)
entered into by the operating subsidiaries (listed at the end of
this release) of LLC.  Fitch has also assigned a 'BB+/RR1' rating
to the $600 million incremental term loan (Term Loan F) entered
into by the operating subsidiaries of Broadband.  The ratings
assigned to specific debt issues have also been upgraded and are
listed at the end of this release.  The Rating Outlook is Stable.
Approximately $3.4 billion of debt outstanding as of March 31,
2010, is affected by Fitch's actions.

The upgrade reflects the continued strengthening of Mediacom's
credit profile and Fitch's view that after generating nearly
$100 million of free cash flow during the latest 12-month period
ended March 31, 2010, the company is soundly positioned to
generate sustainable free cash flow during the ratings horizon.
An operating profile characterized by modest revenue growth,
stable EBITDA margins and declining capital intensity combined
with minimal scheduled debt reduction is expected to lead to
increased levels of free cash flow generation, lower leverage to
below 6 times and improve overall financial flexibility.

Overall, Fitch's ratings for Mediacom incorporate the company's
relatively stable operating profile considering the competitive
operating environment in addition to weak housing and high
unemployment trends.  While Mediacom's service penetration levels
and ARPU profile continue to trail industry leaders as well as
comparable rural orientated cable operators, Fitch acknowledges
potential growth and operating profile enhancements that can be
captured by increasing service penetration levels.  The ratings
are also supported by Mediacom's strong liquidity position and
favorable scheduled maturity profile.  After giving effect to the
new term loans, Mediacom has an aggregate of $734.5 million of
revolving credit commitments with no outstanding balance.  The
company will have available borrowing capacity, net of
$19.5 million of letters of credit totaling $715 million.  Ample
borrowing capacity from Mediacom's subsidiary credit facilities
coupled with Fitch's expectation that Mediacom will continue to
generate positive free cash flow provide Mediacom sufficient
financial flexibility to satisfy the company's liquidity
requirements, which include $17 million of scheduled amortization
during the balance of 2010, $26 million of amortization during
2011 through 2014.

Rating concerns center on the company's high leverage relative to
its peer group and other larger cable MSOs, the company's ability
to maintain its competitive position relative to the threat posed
by the direct broadcast satellite operators and the limited fiber-
to-the-node build by Qwest Communications International, Inc.,
maintaining an appropriate balance between subscriber unit growth,
promotional discounting and generating free cash flow and growing
retail revenues beyond the company's core 'Triple Play' service
offering.  Fitch points out that event risks, related to how
Mediacom intends to use borrowing capacity existing on the
company's revolvers and free cash flow generation, are elevated
within Mediacom's overall credit profile.

From Fitch's perspective, the new financing is a modest positive
for Mediacom's overall liquidity position and will not have a
material effect on the company's overall capital structure or
credit profile.  Mediacom's leverage, pro forma for the new
financing, increases nominally to 6.24 times from 6.16x as of
March 31, 2010.  The larger impact will be to Mediacom's maturity
schedule and availability under its subsidiary revolving credit
facilities.  As of March 31, 2010, Mediacom had aggregate revolver
commitments totaling $830.3 million with $494.5 million available
to borrow.  All commitments as of March 31, 2010 were scheduled to
expire by December 2012.  After giving effect to the new
financings, the company has an aggregate of $734.5 million of
revolving credit commitments with no outstanding balance.  The
company will have available borrowing capacity, net of
$19.5 million of letters of credit totaling $715 million.  Again
after giving effect to the new financing, Mediacom has staggered
its revolving credit facility commitments with $79 million
expiring on September 2011, $430.3 million on December 2012, and
$225.2 million expiring Deccember 2014.

The proceeds from Term Loan E and Term Loan F were used to
refinance existing term loans and to term-out existing revolver
borrowings.  Concurrent with the new financing, the operating
subsidiaries of LLC entered into an amendment to their existing
credit facility reducing the size of the revolver commitment to
$304.2 million from $400 million while extending the commitment
termination date with respect to $225.2 million of revolver
commitment to Dec. 31, 2014 from Sept. 30, 2011.  The remaining
$79 million of revolver commitment is due to expire on Sept. 30,
2011.

Total debt outstanding as of March 31, 2010, declined $10 million
relative to year end 2009 to approximately $3.35 billion.
Mediacom's improved operating profile, as evidenced by strong
EBITDA growth and margin expansion since 2007, while holding debt
levels relatively constant and generating positive free cash flow,
has strengthened the company's credit profile and credit
protection metrics.  On an LTM basis, Mediacom's leverage was
6.16x as of March 31, 2010 (6.24x adjusted for the new financing),
marking the steady improvement since year-end 2007 when leverage
was 6.95x.  Going forward Fitch expects that modest improvements
to Mediacom's operating profile will likely lead to a continued
gradual strengthening of the company's credit profile.  Fitch
anticipates that Mediacom's leverage will approximate 6.0x by
year-end 2010 and improve to 5.7x by the end of 2011 while
continuing to generate positive free cash flow during this
timeframe.

The Stable Outlook incorporates Fitch's expectation that
Mediacom's credit profile will continue to improve, albeit at as
slow pace, during the current ratings horizon driven by relatively
steady operating metrics, declining capital intensity and modestly
growing free cash flow.

Negative rating actions would likely be driven by but not limited
to leveraging shareholder-friendly or merger and acquisition
activities, or a persistent weakening of the company's operating
profile and competitive position.

Fitch has upgraded these ratings with a Stable Outlook:

Mediacom Communications Corporation

  -- IDR to 'B+' from 'B'.

Mediacom Broadband LLC

  -- IDR to 'B+' from 'B';
  -- Senior unsecured to 'B/RR5' from 'B-/RR5'.

Mediacom LLC

  -- IDR to 'B+' from 'B';
  -- Senior unsecured to 'B/RR5' from 'B-/RR5'.

Mediacom Illinois LLC
Mediacom Arizona LLC
Mediacom Indiana LLC
Mediacom California LLC
Mediacom Minnesota LLC
Mediacom Delaware LLC
Mediacom Wisconsin LLC
Mediacom Southeast LLC
Mediacom Iowa LLC
Zylstra Communications Corporation

  -- IDR to 'B+' from 'B';
  -- Senior secured to 'BB+/RR1' from 'BB/RR1'.

MCC Georgia, LLC
MCC Illinois, LLC
MCC Iowa, LLC
MCC Missouri, LLC

  -- IDR to 'B+' from 'B';
  -- Senior secured to 'BB+/RR1' from 'BB/RR1'.

Fitch has assigned these new ratings with a Stable Outlook:

Mediacom Illinois LLC
Mediacom Arizona LLC
Mediacom Indiana LLC
Mediacom California LLC
Mediacom Minnesota LLC
Mediacom Delaware LLC
Mediacom Wisconsin LLC
Mediacom Southeast LLC
Mediacom Iowa LLC
Zylstra Communications Corporation

  -- Senior secured term loan E 'BB+/RR1'.

MCC Georgia, LLC
MCC Illinois, LLC
MCC Iowa, LLC
MCC Missouri, LLC

  -- Senior secured term loan F 'BB+/RR1'.


MPG OFFICE: Posts $25 Million Net Income for March 31 Quarter
-------------------------------------------------------------
MPG Office Trust Inc. fka Maguire Properties Inc. filed its
quarterly report on Form 10-Q, reporting net earnings of
$25.9 million on $111.5 million of total revenue for the three
months ended March 31, 2010, compared with a net loss of
$56.6 million on $113.6 million of total revenues during the same
period a year ago.

The Company's balance sheet at March 31, 2010, showed $3.5 billion
in total assets and $4.3 billion in total liabilities, for a total
stockholders' deficit of $830.5 million.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?6354

                   About Maguire Properties, Inc.

Maguire Properties, Inc. (NYSE: MPG) --
http://www.maguireproperties.com/-- is the largest owner and
operator of Class A office properties in the Los Angeles central
business district and is primarily focused on owning and operating
high-quality office properties in the Southern California market.
Maguire Properties, Inc. is a full-service real estate company
with substantial in-house expertise and resources in property
management, marketing, leasing, acquisitions, development and
financing.


MONDRIAN TTL: Gets Court's Interim Nod to Use Cash Collateral
-------------------------------------------------------------
Mondrian TTL, L.L.C., and Grigio TTL, L.L.C., sought and obtained
interim authorization from the Hon. Randolph J. Haines of the U.S.
Bankruptcy Court for the District of Arizona to use the cash
collateral securing their obligation to their prepetition lenders.

Mondrian's principal secured debt is in the amount of $62,675,000,
collateralized by a first priority security interest in the
Apartment Building.  The original lender was KeyBank and TPG
(Grigio) Note Acquisition, LLC ("Picerne").  The Senior Note
matured in March 2009.  KeyBank didn't issue a default notice.
Mondrian and KeyBank entered into a forbearance agreement that
expired in March 2010, although payments continue to be made as
provided by the forbearance agreement.  Mondrian has tried to
refinance the Senior Note, but in light of the constraints of the
current capital markets, has not succeeded in that effort.  Under
the forbearance agreement with KeyBank, as later amended, tenant
rent payments have been made directly to a controlled account at
KeyBank, and related income and tenant payments by manual checks
were deposited into the same account.  By the 15th of each month,
Mondrian submitted a list of its proposed expenditures with
supporting documents to KeyBank.  The rental and related income
was used to pay, in: (1) monthly reserves for estimated tax/CFD,
GPLET and insurance payments, (2) operation and maintenance
expenses, (3) reimbursement to KeyBank for any costs and expenses
incurred in connection with the forbearance agreement,
(4) interest on the $675,000 KeyBank advance and the $62 million
construction loan, and (5) the balance directed to an escrow
account at KeyBank for City of Tempe deferred water and sewer
assessments estimated at $1.9 million.  Any excess would be used
to pay the principal amount of the Senior Note.

The Debtors asked the Court to compel KeyBank to release estate
funds from Debtor's prepetition deposit accounts for deposit into
Debtor's insured debtor-in-possession account, including the
segregated tenant security deposit funds.

In exchange for using the cash collateral, Mondrian is willing to
continue paying interest at the non-default rate, as it has for
some time, to Picerne as the successor to KeyBank.  Mondrian is
also willing to grant a replacement lien to Picerne in the same
assets, to the same extent and in the same priority as the lender
had before the bankruptcy filing. Mondrian proposes to continue
its prepetition treatment of the City of Tempe's secured claim as
well, with a second priority replacement lien in the same assets,
to the same extent and in the same priority as the City had before
the bankruptcy filing.  While the cash flow has not been
sufficient to pay interest on the City's claim, use of tenant
income to operate and maintain the property provides adequate
protection to the City until a transaction under a plan can be
effected to pay the City along with other Mondrian creditors.

Susan M. Freeman, Esq., at Lewis And Roca LLP, the attorney for
the Debtors, explains that the Debtors need the money to fund
their Chapter 11 case, pay suppliers and other parties.  The
Debtors will use the collateral pursuant to a budget, a copy of
which is available for free at:

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

TPG (Grigio) Note Acquisition, LLC, successor-in-interest to
KeyBank and the Debtor's senior secured lender, filed an objection
to the Debtor's request to use cash collateral, saying that, among
others, TPG isn't adequately protected.

The Court has set a final hearing for May 27, 2010, at 1:30 p.m.
on the Debtor's request to use cash collateral.

                        About Mondrian TTL

Phoenix, Arizona-based Mondrian TTL, L.L.C., dba Mondrian Tempe
Town Lake, owns the leasehold interest in an apartment complex
known as Grigio Tempe Town Lakes, in Tempe, Arizona, and is
affiliated with multiple entities owned by Bruce Gray or entities
he controls.  The Company 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.


MONDRIAN TTL: Taps Lewis and Roca as Bankruptcy Counsel
-------------------------------------------------------
Mondrian TTL, L.L.C., and Grigio TTL, L.L.C., have asked
authorization from the U.S. Bankruptcy Court for the District of
Arizona to employ Lewis and Roca LLP as bankruptcy counsel.

Lewis and Roca will, among other things:

     a. represent the Debtors in connection with all appearances;

     b. prepare applications, motions, answers, orders and other
        documents;

     c. prepare a plan and disclosure statement and handle matters
        and court hearings related thereto; and

     d. represent the Debtors in connection with the hearing on
        confirmation and related matters.

The Debtors and Lewis and Roca didn't disclose how Lewis and Roca
will be compensated for its services.

To the best of the Debtors' knowledge, Lewis and Roca is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

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).  The Company estimated
its assets and debts at $50,000,001 to $100,000,000.


MONDRIAN TTL: Wants Filing of Schedules Extended Until June 1
-------------------------------------------------------------
Mondrian TTL, L.L.C., and Grigio TTL, L.L.C., have asked the U.S.
Bankruptcy Court for the District of Arizona to extend the
deadline for the filing of schedules of assets and liabilities and
statement of financial affairs for an additional 10 days until
June 1, 2010.

The current deadline for the schedules and statement is May 24,
2010.  The schedules and statement are being prepared, but the
Debtors need additional time to compile the information needed to
complete the schedules and statement.  To prepare the schedules
and statement in these cases, Debtors must gather information from
books, records and documents, which is a particularly complex
undertaking.

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.


MXENERGY HOLDINGS: Posts $5.2 Million Net Income for March 31 Qtr
-----------------------------------------------------------------
MXenergy Holdings Inc. filed its quarterly report on Form 10-Q,
disclosing net income of $5.2 million on $233.6 million of sales
of natural gas and electricity for the three months ended
March 31, 2010, compared with net income of $9.3 million on $305.1
million sales during the same period a year ago.

The Company's balance sheet at March 31, 2010, showed
$221.4 million in total assets and $134.1 million in total
liabilities, for a $87.3 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?634a

                           About MXenergy

MXenergy Holdings Inc. was founded in 1999 as a retail energy
marketer.  The two principal operating subsidiaries of Holdings
are MXenergy Inc. and MXenergy Electric Inc. which are engaged in
the marketing and supply of natural gas and electricity,
respectively.  Holdings and its subsidiaries operate in 39 market
areas located in 14 states in the United States and in two
Canadian provinces.

At Dec. 31, 2009, the Company's assets were at $222.96 million,
and debts were at $142.01 million, resulting to a $80.95 million
stockholders' equity for Dec. 31, 2009.

Mxenergy carries Caa3 long term corporate family and Ca/LD
probability of default ratings from  Moody's Investors Service.


NEW YORK CHOCOLATE: Wins Nod for $1.44-Mil. of DIP Financing
------------------------------------------------------------
The New York Chocolate & Confections Company disclosed the
following events in its pending Chapter 11 case.

On May 12, 2010, the United States Bankruptcy Court for the
Northern District of New York (Syracuse Division) entered a
final order approving the Company's request to obtain up to
$1.44 million of post-petition financing, which was
made available by the Company's sole shareholder.  The Company
believes that the post-petition financing will provide it with
the liquidity necessary to support its operations while in
Chapter 11 and effectuate a sale of its assets in a manner that
will help achieve the goal of maximizing the value of the
Company's assets.

On May 26, 2010, the Bankruptcy Court entered an order
establishing certain procedures relating to the sale of
substantially all of the Company's assets.  Pursuant to the
Bidding Procedures Order, parties wishing to make a bid for all or
any portion of the Company's assets must submit a "Qualified
Bid"on or before June 28, 2010, at 5:00 p.m. (EST).  An auction
and hearing to approve any sale of the Company's assets to the
highest and/or best bidder(s) will be held on June 30, 2010, at
10:00 a.m. (EST), at the United States Bankruptcy Court, Northern
District of New York, Syracuse Office, James M. Hanley Federal
Building and Courthouse, 100 South Clinton Street, Syracuse, New
York 13261.

On May 26, 2010, the Bankruptcy Court entered a second order
approving certain procedures for the sale of non-core, de minimis
assets with a gross value equal to or less than $50,000 per
transaction to a single buyer or group of related buyers (the "De
Minimis Asset Sale Order").

Anyone wishing to receive more information regarding a possible
acquisition of the Company's assets or to receive a copy of the
Bidding Procedures Order or the De Minimis Asset Sale Order should
contact the Company's Chief Restructuring Officer at the number
below.

                      About New York Chocolate

The New York Chocolate and Confections Co. operates in the former
Nestle chocolate plant in Fulton.

New York Chocolate filed for Chapter 11 on April 14, 2010 (Bankr.
N.D. N.Y. Case No. 10-30963).  Geoffrey Raicht, Esq., at
McDermott Will & Emery, LLP, represents the Debtor in its Chapter
11 effort.  The petition said that assets total $1,000,001 to
$10,000,000 while debts range from $500,001 to $1,000,000.


NEW YORK STATE ELECTRIC: Moody's Puts Ba1 Preferred Stock Rating
----------------------------------------------------------------
Moody's Investors Service affirmed Iberdrola USA's Baa3 Bank
Credit Facility rating and stable outlook and affirmed the ratings
and stable rating outlooks of each of IUSA's rated utility
subsidiaries, which include New York State Electric & Gas
Corporation (NYSEG; senior unsecured at Baa2); Rochester Gas &
Electric Corporation (RG&E; issuer rating at Baa2); Central Maine
Power Company (CMP; senior unsecured at Baa1); Connecticut Natural
Gas Company (CNG; senior unsecured at Baa1); Southern Connecticut
Gas Company (SCG; Issuer Rating at Baa2); and Berkshire Gas
Company (BGC; Issuer Rating at Baa2).  The affirmation of these
ratings follows the announcement that UIL Holdings Corporation
(UIL; Issuer Rating Baa3; stable outlook) entered into a
definitive agreement with IUSA, a subsidiary of Iberdrola S.A.
(senior unsecured A3; stable outlook) to acquire SCG, CNG, and BGC
for a purchase price of $1.296 billion, including the assumption
of approximately $411 million of net debt.  Subject to requisite
approvals from the Connecticut Department of Public Utility
Control (DPUC), the Massachusetts Department of Public Utilities,
and Hart-Scott-Rodino Act approval, SCG, CNG, and BGC would become
utility subsidiaries of UIL.

"The affirmation of ratings considers Moody's view that the lost
revenue, earnings, and cash flow from former LDC operations would
be balanced by the reduction of approximately $411 million of LDC
net debt and the receipt of approximately $900 million of gross
cash proceeds from sale of these LDCs", said Moody's Vice
President, Kevin Rose.  "The affirmation of ratings also assumes
that after-tax proceeds from the sale of the LDCs will likely be
redeployed in credit supportive ways, including possible repayment
of debt within the IUSA family and/or funding for capital
expenditures at the remaining IUSA subsidiaries", Rose added.
Capital expenditure needs are especially present at CMP, where
significant transmission-related projects are being pursued.  From
a credit perspective, reducing debt within the IUSA family or
using cash proceeds for utility capital expenditures should lessen
the pressure for subsidiary dividends to IUSA and lower external
financing requirements.  Moody's also believe that the transaction
may eliminate the uncertainty associated with certain Connecticut
court proceedings as well as any concerns over recent challenges
with the DPUC.

While Connecticut and Massachusetts regulatory approval is
required for the deal to close, the purchase agreement is not
subject to shareholder approval.  Moody's understand that
management at UIL and IIUSA are hopeful for a fairly benign
regulatory approval process that would allow for the transaction
to close by the first quarter of 2011; however, Moody's note that
it is not uncommon for regulatory approvals of this nature to be
associated with various conditions that could lengthen or
complicate the process.  It is also possible that approvals in
Connecticut could be influenced by pending state court challenges
by IUSA related to recent rate case decisions for SCG and CNG.

Moody's will monitor the regulatory approval process to be sure
there are no material changes to existing terms and conditions of
the purchase agreement.  Such changes, although not considered
likely at this stage, could cause us to revisit this action.
Moody's will also further explore IUSA's plans post divestiture,
with the goal of understanding the specific use of proceeds and
the timing for such application.  If asset sales proceeds are
deployed in a manner that is not credit supportive, Moody's cannot
rule out the possibility that rating adjustments may become
necessary.

Meanwhile, Moody's notes that the stable rating outlooks for IUSA
and its regulated utilities assumes a reasonable degree of
regulatory support will be provided in pending and future
proceedings, while management follows a fairly conservative and
flexible financing strategy and dividend policy.  The outlooks
also take into account that the New York utilities have ring-
fencing mechanisms in place, including those that limit dividends
they can pay under certain circumstances.

The last rating action taken on CMP and RG&E occurred on August 3,
2009, when CMP's senior secured debt rating was upgraded to A2
from A3 and RG&E's senior secured debt rating was upgraded to A3
from Baa1 and stable rating outlooks were maintained for both
companies as part of Moody's decision to widen the notching of
ratings for senior secured and senior unsecured debt of most
regulated utilities.

The last rating action taken on SCG occurred on August 5, 2009,
when a Baa2 Issuer Rating was assigned and the stable rating
outlook was maintained.

The last rating actions taken on IUSA, NYSEG, CNG, and BGC
occurred on April 9, 2009, when Moody's downgraded IUSA's
unsecured bank revolver rating to Baa3 from Baa2; Moody's
downgraded NYSEG's senior unsecured rating to Baa2 from Baa1;
Moody's downgraded CNG's senior unsecured rating to Baa1 from A3;
and Moody's downgraded BGC's Issuer Rating to Baa2 from Baa1.  In
each of the aforementioned instances Moody's established a stable
rating outlook.

Ratings affirmed include these:

Iberdrola USA

* Sr. Unsecured Bank Facility Rating at Baa3

New York State Electric & Gas Corp.

* Sr. Unsecured Debt and Issuer Ratings at Baa2
* Preferred Stock at Ba1

Rochester Gas & Electric Corp.

* Sr. Secured Debt at A3
* Issuer Rating at Baa2

Central Maine Power Company

* Sr. Secured Debt at A2
* Sr. Unsecured Debt & Issuer Ratings at Baa1
* Preferred Stock at Baa3

Connecticut Natural Gas Corp.

* Sr. Unsecured Debt at Baa1

Southern Connecticut Gas Company

* Sr. Secured Debt at A3
* Issuer Rating at Baa2

Berkshire Gas Company

* Issuer Rating at Baa2

Iberdrola USA (formerly known as Energy East Corporation), a
wholly owned subsidiary of Iberdrola S.A., is an intermediate
holding company and currently serves as the intermediate level
parent for six regulated utility energy distribution subsidiaries
in the New York/New England region of the United States.  It also
has modest investments in energy-related, non-regulated
businesses.  Its headquarters are in Portland, Maine.


NEXCEN BRANDS: To Sell Assets to Global Franchise for $112 Million
------------------------------------------------------------------
NexCen Brands Inc. entered into an acquisition agreement with
Global Franchise Group LLC.  Purchaser is an affiliate of Levine
Leichtman Capital Partners IV L.P., a fund managed by Levine
Leichtman Capital Partners.

Under the agreement, purchaser will acquire the subsidiaries of
the Company that own the Company's franchise business assets and
also the Company's franchise management operations, including the
Company's management operations in Norcross, Georgia, and its
cookie and pretzel dough factory and research facility in Atlanta,
Georgia.  Specifically, the Company will:

    i) sell to Purchaser all of the Company's equity interests in
       TAF Australia, LLC;

   ii) cause NexCen Holding Corporation to sell to Purchaser all
       of its equity interests in Athlete's Foot Brands, LLC, The
       Athlete's Foot Marketing Support Fund, LLC, GAC Franchise
       Brands, LLC, GAC Manufacturing, LLC, GAC Supply, LLC,
       MaggieMoo's Franchise Brands, LLC, Marble Slab Franchise
       Brands, LLC, PM Franchise Brands, LLC, PT Franchise Brands,
       LLC, and ShBx IP Holdings LLC;

  iii) cause NB Supply Management Corp. to sell to Purchaser
       certain specified assets, and to assign to Purchaser
       certain specified liabilities; and

  iv) cause NexCen Franchise Management, Inc. to sell to Purchaser
      certain specified assets, and to assign to Purchaser certain
      specified liabilities.

The purchase price is $112,500,000, subject to closing adjustments
for cash, indebtedness, other than borrowings under the BTMUCC
Credit Facility, working capital and other specified items.

                        About NexCen Brands

Based in New York, NexCen Brands, Inc. (PINK SHEETS: NEXC.PK) is a
strategic brand management company with a focus on franchising.
It owns a portfolio of franchise brands that includes two retail
franchise concepts: TAF(TM) and Shoebox New York(R) as well as
five quick service restaurant franchise concepts: Great American
Cookies(R), MaggieMoo's(R), Marble Slab Creamery(R),
Pretzelmaker(R) and Pretzel Time(R).  The brands are managed by
NexCen Franchise Management, Inc., a subsidiary of NexCen Brands.




NEXCEN BRANDS: Posts $711,000 Net Loss for March 31 Quarter
-----------------------------------------------------------
Nexcen Brands Inc. filed its quarterly report on Form 10-Q,
showing a net loss of $711,000 on $10.0 million of total revenues
for the three months ended March 31, 2010, compared with a net
loss of $865,000 on $11.9 million of total revenues during the
same period a year earlier.

The Company's balance sheet at March 31, 2010, showed
$100.0 million in total assets and $149.6 million in total
liabilities, for a total stockholders' deficit of $49.6 million.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?634c

                        About NexCen Brands

Based in New York, NexCen Brands, Inc. (PINK SHEETS: NEXC.PK) is a
strategic brand management company with a focus on franchising.
It owns a portfolio of franchise brands that includes two retail
franchise concepts: TAF(TM) and Shoebox New York(R) as well as
five quick service restaurant franchise concepts: Great American
Cookies(R), MaggieMoo's(R), Marble Slab Creamery(R),
Pretzelmaker(R) and Pretzel Time(R).  The brands are managed by
NexCen Franchise Management, Inc., a subsidiary of NexCen Brands.


NII HOLDINGS: Moody's Reviews 'B1' Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service placed its ratings for NII Holdings,
Inc., under review for possible upgrade, including the Company's
B1 corporate family and probability of default ratings and the B1
rating for its senior unsecured debt.  The review is prompted by
the potential for improving credit metrics and a strengthening of
the Company's capital structure driven by its strong operating
performance and a pending cash infusion by Grupo Televisa (rated
Baa1, stable), should NII be successful in winning certain amounts
of spectrum in partnership with Grupo Televisa in the Mexican
auctions.  In addition, Moody's believes that NII's competitive
position would solidify if it acquires meaningful spectrum
licenses in the upcoming auctions in Mexico and Brazil, which are
its largest markets.

The review will focus on NII's spectrum acquisition strategy and
success in Mexico and Brazil, its subsequent market expansion
strategy and 3G network build-out plans, and the consummation of
Grupo Televisa's equity investment.  Equally important will be
Moody's assessment of the sustainability of the Company's
operating trends amid growing competition and still challenging
economic conditions in all of its markets.  The rating agency will
then assess the impact of these factors on NII's future credit
metrics.  Moody's notes that Grupo Televisa has agreed to invest
$1.44 billion in cash for an initial 30% equity stake in NII's
Mexican subsidiary to jointly fund the 3G spectrum purchases and
network build.  The investment is contingent upon the consortium
(Nextel Mexico and Grupo Televisa) winning rights to use specified
amounts of spectrum in the auction.

While Moody's recognizes that NII's credit metrics and liquidity
are consistent with higher rated Telecom peers and the Company has
delivered strong operating results, including robust subscriber
growth and low subscriber churn, its ratings have been constrained
by the uncertainties surrounding the spectrum auctions, the
Company's build-out strategies, and the potential for significant
increases in debt to fund additional expansion.  Moody's expects
NII's ratings to be raised by one notch if the Company's spectrum
acquisitions enhance its competitive position in Mexico and if, as
expected, it continues to grow revenues at a healthy rate while
preserving financial flexibility.  Specifically, Moody's will
evaluate the likelihood that NII could maintain leverage of less
than 3.0x (Moody's adjusted Debt-to-EBITDA) and strong liquidity
sufficient to fund the anticipated free cash flow deficit due to
its large planned and expected capital expenditure program.

Moody's has taken these rating actions:

On Review for Possible Upgrade:

Issuer: NII Holdings Inc.

  -- Probability of Default Rating, Placed on Review for Possible
     Upgrade, currently B1

  -- Corporate Family Rating, Placed on Review for Possible
     Upgrade, currently B1

Issuer: NII Capital Corp

  -- Senior Unsecured Regular Bond/Debenture, Placed on Review for
     Possible Upgrade, currently B1, (LGD3, 46%)

Outlook Actions:

Issuer: NII Capital Corp

  -- Outlook, Changed To Rating Under Review From Stable

Issuer: NII Holdings Inc.

  -- Outlook, Changed To Rating Under Review From Stable

The last rating action was on December 9, 2009 at which time
Moody's upgraded NII's Corporate Family Rating to B1 from B2.

With headquarters in Reston, Virginia, NII is an international
wireless operator with subscribers in Mexico, Brazil, Argentina,
Peru, and Chile.  NII had over 7.7 million largely post-pay,
business subscribers in those five countries and generated
$4.7 billion in revenue for the LTM period ended 1Q 2010.


NORTH AMERICAN PETROLEUM: Petroflow Units File for Chapter 11
-------------------------------------------------------------
Petroflow's subsidiaries, North American Petroleum Corporation USA
and Prize Petroleum, LLC, filed voluntary petitions for relief
under chapter 11 of the United States Bankruptcy Code, in the
United States Bankruptcy Court for the District of Delaware.  The
reorganization cases are being jointly administered under the
caption "In re North American Petroleum Corporation USA, Case No.
10-11707 (CSS)".

The Debtors continue to operate their business in the ordinary
course as "debtors-in-possession" under the jurisdiction of the
Court and in accordance with the applicable provisions of the
Bankruptcy Code and orders of the Court.  In connection with the
Chapter 11 Petitions, the Debtors filed certain "first day"
motions, including motions seeking Court approval to honor and pay
outstanding employee obligations and use of cash collateral to
support the Debtors' operations during the Chapter 11 Cases.
Access to cash collateral will enable the Debtors to continue to
honor their post-bankruptcy obligations when they come due in the
ordinary course of business.  A hearing on the first day motions
is scheduled for Friday, May 28, 2010, at 11:00 AM (EDT) before
the Honorable Kevin Carey in Wilmington, Delaware.

                    About Petroflow Energy

Petroflow Energy Corporation is an independent exploration &
production company listed on both the TSX (PEF) and the AMEX
(PED).  Petroflow predominately engages in unconventional drilling
in the Hunton Resource Play in Oklahoma, as well as conventional
activity in Texas and Alberta, ON.


NOVASTAR FIN'L: Balance Sheet Upside-Down by $97.4MM at March 31
----------------------------------------------------------------
NovaStar Financial Inc. filed its quarterly report on Form 10-Q,
reporting net income of $981.86 million on $22.6 million of
revenue for the three months ended March 31, 2010, compared with a
net loss of $91.6 million on $42.3 million of revenue during the
same period a year earlier.

Novastar posted a net income on account of a $993,131,000 gain on
derecognition of securitization trusts.

The Company's balance sheet at March 31, 2010, showed
$33.1 million in total assets and $130.52 million in total
liabilities, for a $97.4 million total stockholders' deficit.

Subsequent to December 31, 2009, certain events occurred that
required the Company to reconsider the accounting for three
consolidated loan trusts - NHEL 2006-1, NHEL 2006-MTA1 and NHEL
2007-1.  During the first quarter of 2010, the Company attempted
to sell the mezzanine-level bonds the Company owns from the NHEL
2006-1 and NHEL 2006-MTA1 securitization trusts.  No bids were
received for the bonds, which prompted a reconsideration of the
Company's conclusion with respect to the trusts' consolidation.
As all requirements for derecognition have been met under
applicable accounting guidelines, the Company derecognized the
assets and liabilities of the NHEL 2006-1 and NHEL 2006-MTA1
trusts during the three month period ended March 31, 2010.  During
January of 2010, the final derivative of the NHEL 2007-1 loan
securitization trust expired.  The expiration of this derivative
is a reconsideration event.  As all requirements for derecognition
have been met under applicable accounting guidelines, the Company
derecognized the assets and liabilities of the 2007-1
securitization trust during the three month period ended March 31,
2010.  As a result, the Company derecognized the assets and
liabilities of the trusts.  The securitized loans in these trusts
have suffered substantial losses and through the date of the
derecognition the Company recorded significant allowances for
these losses. These losses have created large accumulated deficits
for the trust balance sheets. Upon derecognition, all assets,
liabilities and accumulated deficits were removed from our
consolidated financial statements. A gain of $993.1 million was
recognized upon derecognition, representing the net accumulated
deficits in these trusts.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?6355

                     About NovaStar Financial

NovaStar Financial, Inc., used to originate, purchase, securitize,
sell, invest in and service residential nonconforming mortgage
loans and mortgage backed securities.  During 2007 and early 2008,
NovaStar discontinued its mortgage lending operations and sold its
mortgage servicing rights which subsequently resulted in the
closure of its servicing operations.

At December 31, 2009, the Company had total assets of
$1.459 billion against total liabilities of $2.536 billion,
resulting in shareholders' deficit of $1.076 billion.  At
December 31, 2008, shareholders' deficit was $876.773 million.


OCEAN PARK: Court Extends Filing of Schedules Until June 18
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
extended, at the behest of Ocean Park Hotels-TOY, LLC, and Ocean
Park Hotels-TOP, LLC, the filing of schedules of assets and
liabilities and statements of financial affairs until June 18,
2010.

The Debtors said that they won't be able to file the schedules and
the statements within the initial May 20, 2010 deadline.  The
Debtors requested that the deadline be extended by an additional
29 days, as it will take several weeks for the Debtors to analyze
and compile the information needed to complete their schedules.

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.


OCEAN PARK: Gets Interim OK to Use Nationwide's Cash Collateral
---------------------------------------------------------------
Ocean Park Hotels-TOY, LLC, and Ocean Park Hotels-TOP, LLC, sought
and obtained interim authorization from the Hon. Geraldine Mund of
the U.S. Bankruptcy Court for the Central District of California
to use the cash collateral of Nationwide Life Insurance Company
until through June 4, 2010.

TOY owns the 120-room focused-service Courtyard by Marriott hotel
located at 1710 Newbury Road, Thousand Oaks, California.  TOP owns
the 93-room extended-stay Marriott TownePlace Suites hotel located
at 1712 Newbury Road, Thousand Oaks, California.  Construction of
the Hotels began in or about November 2004 funded by a
construction loan from Nationwide Life.  Under a construction loan
agreement dated as of November 18, 2004 Nationwide Life agreed to
lend TOY and TOP initially $23,750,000 (increased to $25,319,000
in 2006) for construction of the hotels, to be secured by
construction deeds of trust, UCC filings, and assignments of lease
and rents.  The loan is guaranteed by Ocean Park, James Flagg and
the Claire E. Flagg Trust.  The loan is serviced for Nationwide
Life by RBC Investment Services LLC, whose sole member is
RockBridge Capital, LLC.

Jeffrey N. Pomerantz, Esq., at Pachulski Stang Ziehl & Jones LLP,
the attorney for the Debtors, explained that the Debtors need the
money to fund their Chapter 11 case, pay suppliers and other
parties.  The Debtors asked for authorization to use cash
currently on hand in the estates ($95,919 for TOY and $163,118 for
TOP) and funds generated from the operation of the Debtors'
businesses pursuant to a budget, a copy of which is available for
free at http://bankrupt.com/misc/OCEAN_PARK_HOTELS_budget.pdf

In exchange for using the cash collateral, the Debtors will grant
Nationwide Life a replacement lien on its existing collateral and
the proceeds thereof.  The Debtors assured the Court that
Nationwide Life is protected by an equity cushion.

The Court has set a final hearing for June 2, 2010, at 2:30 p.m.
on the Debtors' request to use cash collateral.

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.


PALCO LLC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Palco, LLC
        2310 Spruce Street
        Montgomery, AL 36107

Bankruptcy Case No.: 10-31371

Chapter 11 Petition Date: May 24, 2010

Court: United States Bankruptcy Court
       Middle District of Alabama (Montgomery)

Judge: William R. Sawyer

Debtor's Counsel: Michael A. Fritz, Sr., Esq.
                  Fritz & Hughes, LLC
                  7020 Fain Park Drive, Suite 1
                  Montgomery, AL 36117
                  Tel: (334) 215-4422
                  Fax: (334) 215-4424
                  E-mail: bankruptcy@fritzandhughes.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/almb10-31371.pdf

The petition was signed by William A. Palmer, member.


PETER MURRAY: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Joint Debtors: Peter Quentin Murray
               dba Peter Murray Landscaping
               Pamela Murray
               509 Arata Lane
               Windsor, CA 95492

Bankruptcy Case No.: 10-11950

Chapter 11 Petition Date: May 24, 2010

Court: United States Bankruptcy Court
       Northern District of California (Santa Rosa)

Judge: Alan Jaroslovsky

Debtor's Counsel: Michael C. Fallon, Esq.
                  Law Offices of Michael C. Fallon
                  100 E St. #219
                  Santa Rosa, CA 95404
                  Tel: (707) 546-6770
                  E-mail: mcfallon@fallonlaw.net

Scheduled Assets: $811,692

Scheduled Debts: $1,163,044

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/canb10-11950.pdf

The petition was signed by Peter Quentin Murray and Pamela Murray.


PREMIER GENERAL: Creditors Want Case Converted to Chapter 7
-----------------------------------------------------------
Creditors Dillon Water Resources, LP, and Dean Cavenport, ask the
U.S. Bankruptcy Court for the Western District of Texas to convert
the Chapter 11 case of Premier General Holdings, Ltd., to one
under Chapter 7 of the Bankruptcy Code, or in the alternative
appoint a trustee in the Debtor's case.

The creditors alleged that the Debtor:

   -- converted property;

   -- breached fiduciary duties;

   -- engaged in a conspiracy to harm the creditors; and

   -- found by clear and convincing evidence that it acted with
      malice.

San Antonio, Texas-based Premier General Holdings, Ltd., filed for
Chapter 11 bankruptcy protection on March 17, 2010 (Bankr. W.D.
Texas Case No. 10-51005).  William B. Kingman, Esq., who has an
office in San Antonio, Texas, assists the Company in its
restructuring effort.  The Company estimated its assets and debts
at $50,000,001 to $100,000,000.


PREMIER GENERAL: Taps William B. Kingman as Bankruptcy Counsel
--------------------------------------------------------------
The Hon. Leif M. Clark of the U.S. Bankruptcy Court for the
Western District of Texas authorized Premier General Holdings,
Ltd., to employ the Law Offices of William B. Kingman, P.C., as
counsel.

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

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

San Antonio, Texas-based Premier General Holdings, Ltd., filed for
Chapter 11 bankruptcy protection on March 17, 2010 (Bankr. W.D.
Texas Case No. 10-51005).  William B. Kingman, Esq., who has an
office in San Antonio, Texas, assists the Company in its
restructuring effort.  The Company estimated its assets and debts
at $50,000,001 to $100,000,000.


PREMIER GENERAL: Files Schedules of Assets and Liabilities
----------------------------------------------------------
Premier General Holdings, Ltd., filed with the U.S. Bankruptcy
Court for the Western District of Texas its schedules of assets
and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $70,701,168
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                        $0
  E. Creditors Holding
     Unsecured Priority
     Claims                                            $3,594
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $63,972,383
                                 -----------      -----------
        TOTAL                    $70,701,168      $63,975,977

San Antonio, Texas-based Premier General Holdings, Ltd., filed for
Chapter 11 bankruptcy protection on March 17, 2010 (Bankr. W.D.
Texas Case No. 10-51005).  William B. Kingman, Esq., who has an
office in San Antonio, Texas, assists the Company in its
restructuring effort.  The Company estimated its assets and debts
at $50,000,001 to $100,000,000.


QUESTAR MARKET: S&P to Cut Ratings to BB+ Upon Spin-Off Completion
------------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on
Questar Market Resources Inc., including the 'BBB+' corporate
credit and senior unsecured debt ratings, remain on CreditWatch
with negative implications.  The ratings were placed on
CreditWatch on April 22, 2010, after its parent, Questar Corp.,
announced it was considering a tax-free spin-off of Questar Market
Resources.

"The CreditWatch update follows the announcement that the parent
company's board of directors has authorized the spin-off," said
Standard & Poor's credit analyst Patrick Jeffrey.  "Upon
completion of the spin-off, S&P would lower the corporate credit
and senior unsecured debt ratings on Questar Market Resources to
'BB+' from 'BBB+' and assign a stable outlook."  S&P would also
assign a '3' recovery rating, indicating the expectation of
meaningful (50% to 70%) recovery in the event of a default, to the
company's senior unsecured notes.

Questar Market Resources expects to have approximately
$1.2 billion of funded debt at the time of the spin-off.  On
May 18, 2010, the new entity was reincorporated in Delaware and
was renamed QEP Resources Inc. S&P is still in the process of
reviewing Questar Corp. (--/Watch Pos/A-2) Questar Pipeline Co.
(BBB+/Watch Pos/--) and Questar Gas Co. (BBB+/Watch Pos/--).

To date, S&P has viewed Questar Market Resources' business risk
profile on a consolidated basis with Questar Corp.'s other
regulated businesses that S&P believes have a stronger business
risk profile.  S&P views the new company's unregulated E&P and
midstream operations as having more inherent volatility, risk, and
capital requirements than the consolidated business.  In addition,
the new company will no longer have the support of Wexpro Co.,
Questar Pipeline Co., and Questar Gas Co.

Upon completion of the spin-off, S&P would lower the corporate
credit and senior unsecured debt ratings to 'BB+' from 'BBB+' and
remove the ratings from CreditWatch with negative implications.
S&P would assign a stable outlook.  S&P would also assign a '3'
recovery rating, indicating the expectation of meaningful (50% to
70%) in the event of a default, to the company's senior unsecured
notes.


RADIENT PHARMACEUTICALS: Posts $2.6 Million Net Loss in Q1 2010
---------------------------------------------------------------
Radient Pharmaceuticals Corporation filed its quarterly report on
Form 10-Q, reporting a net loss of $2.6 million on $36,842 of
revenue for the three months ended March 31, 2010, compared with a
net loss of $1.7 million on $2.7 million of revenue for the same
period of 2009.

The Company's balance sheet as of March 31, 2010, showed
$26.4 million in assets, $7.1 million of liabilities, and
$19.3 million of stockholders' equity.

The Company incurred losses from continuing operations of
$2.6 million and $1.9 million for the three months ended March 31,
2010, and 2009, respectively, and had an accumulated deficit of
$55.0 million at March 31, 2010.

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

               http://researcharchives.com/t/s?6328

Headquartered in Tustin, Calif., Radient Pharmaceuticals
Corporation -- http://www.Radient-Pharma.com/-- is an integrated
pharmaceutical company devoted to the research, development,
manufacturing, and marketing of diagnostic, and premium skin care
products.

                          *     *     *

As reported in the Troubled Company Reporter on April 19, 2010,
KMJ Corbin & Company LLP, in Costa Mesa, Calif., expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has incurred a significant operating loss and negative cash flows
from operations in 2009 and has a working capital deficit of
roughly $4.2 million at December 31, 2009.


REEL 'EM IN: Files for Chapter 11 Bankruptcy Protection
-------------------------------------------------------
Rob Roberts, staff writer of Business Journal of Kansas City,
reports that Reel 'Em In LLC filed for Chapter 11 bankruptcy
protection, listing assets of less than $50,000, and liabilities
of between $10 million and $50 million.  The Company has yet to
file a list of creditors with the court.

Reel 'Em In LLC, a partnership that owns and operates several
Captain D's Seafood restaurants in the Kansas City area.


REGAL ENTERTAINMENT: Stays $250 Million Sr. Notes Public Offering
-----------------------------------------------------------------
Regal Entertainment Group postponed its public offering by its
indirect wholly-owned subsidiary, Regal Cinemas Corporation, of
$250 million in aggregate principal amount of its 8.625% senior
notes due 2019 under an effective shelf registration statement
filed with the Securities and Exchange Commission.

                     About Regal Entertainment

Regal Entertainment Group operates the largest and most
geographically diverse theatre circuit in the United States,
consisting of 6,778 screens in 549 theatres in 39 states and the
District of Columbia as of July 2, 2009, with over 245 million
annual attendees for the 53-week fiscal year ended January 1,
2009.  REG's geographically diverse circuit includes theatres in
all of the top 32 and 44 of the top 50 United States designated
market areas.

REG operates multi-screen theatres and, as of July 2, 2009, had an
average of 12.3 screens per location, which is well above the
North American motion picture exhibition industry 2008 average of
6.7 screens per location.  REG develops, acquires and operates
multi-screen theatres primarily in mid-sized metropolitan markets
and suburban growth areas of larger metropolitan markets
throughout the United States.

REG also have an investment in National CineMedia, LLC, which
primarily concentrates its efforts on in-theatre advertising and
creating complementary business lines that leverage the operating
personnel, asset and customer bases of its theatrical exhibition
partners, which includes REG, AMC Entertainment, Inc. and
Cinemark, Inc.

As of October 1, 2009, the Company had total assets $2.512 billion
against total liabilities of $2.771 billion.  As of October 1,
2009, the Company had stockholders' deficit attributable to REG of
$257.9 million.

                          *     *     *

As reported by the Troubled Company Reporter on July 13, 2009,
Moody's Investors Service rated Regal Cinemas' new $300 million
10-year senior unsecured notes B1.

On July 14, 2009, the TCR said Standard & Poor's Ratings Services
revised its recovery rating on Regal Cinemas's debt to '2',
indicating S&P's expectation of substantial (70% to 90%) recovery
for secured lenders in the event of a payment default, from '3'.
In addition, S&P raised the issue-level rating on this debt to
'BB-' (one notch higher than the 'B+' corporate credit rating on
the company) from 'B+', in accordance with S&P's notching criteria
for a '2' recovery rating.

On July 15, 2009, the TCR said Fitch Ratings assigned a 'B+/RR4'
rating to Regal Cinemas' $400 million 8.625% senior unsecured
notes.  The notes are expected to rank senior to Regal Cinemas'
existing 9.375% senior subordinated notes and junior to the
secured bank facility. In addition, the $400 million in notes are
structurally senior to RGC's 6.25% convertible notes.


RIVIERA HOLDING: Posts $4.5 Million Net Loss for March 31 Quarter
-----------------------------------------------------------------
Riviera Holding Corporation filed its quarterly report Form 10-Q,
reporting a net loss of $4.5 million on $34.5 million of total
revenues for the three months ended March 31, 2010, compared with
a net loss of $1.0 million on $39.7 million of total revenues
during the same period a year ago.

The Company's balance sheet at March 31, 2010, showed
$199.1 million in total assets and $286.7 million in total
liabilities, for a $87.5 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?62bf

                        Going Concern Doubt

The Company reported a net loss of $24.9 million on $134.0 million
of revenue for the year ended December 31, 2009, compared with a
net loss of $11.9 million on $169.8 million of revenue for 2008.

The Company's balance sheet as of December 31, 2009, showed
$198.9 million in assets and $282.0 million of debts, for a
stockholders' deficit of $83.1 million.

Ernst Young LLP, in Las Vegas, expressed substantial doubt about
the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has incurred recurring
operating losses and has a working capital deficiency.  In
addition, the Company is in default under its Credit Facility and
Swap Agreement.

                      About Riviera Holdings

Las Vegas, Nevada-based Riviera Holdings Corporation, through its
Wholly owned subsidiary, Riviera Operating Corporation, owns and
operates the Riviera Hotel & Casino located on the Las Vegas
Boulevard in Las Vegas, Nevada.  Through its wholly owned
subsidiary, Riviera Black Hawk, Inc., the Company owns and
operates the Riviera Black Hawk Casino, a casino in Black Hawk,
Colorado.


RODIN & COMPANY: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Rodin & Company, Inc.
        2255 Barry Avenue
        Los Angeles, CA 90064

Bankruptcy Case No.: 10-30771

Chapter 11 Petition Date: May 24, 2010

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

Judge: Samuel L. Bufford

Debtor's Counsel: David B. Golubchik, Esq.
                  Levene Neale Bender Rankin & Brill LLP
                  10250 Constellation Blvd Ste 1700
                  Los Angeles, CA 90067
                  Tel: (310) 229-1234
                  E-mail: dbg@lnbrb.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb10-30771.pdf

The petition was signed by Susan Rodin, president.


ROYCE BRISTER: Case Summary & 6 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Royce Ray Brister
        25712 Le Parc #28
        Lake Forest, CA 92630

Bankruptcy Case No.: 10-16909

Chapter 11 Petition Date: May 23, 2010

Court: United States Bankruptcy Court
       Central District Of California (Santa Ana)

Judge: Theodor Albert

Debtor's Counsel: Michael R. Totaro, Esq.
                  Totaro & Shanahan
                  P.O. Box 789
                  Pacific Palisades, CA 90272
                  Tel: (310) 573-0276
                  Fax: (310) 496-1260
                  E-mail: mtotaro@aol.com

Scheduled Assets: $1,580,755

Scheduled Debts: $2,751,141

A list of the Company's 6 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb10-16909.pdf

The petition was signed by Royce Ray Brister.


SAINT VINCENTS: Court Sets June 15 Bid Deadline for Staff House
---------------------------------------------------------------
Saint Vincents Catholic Medical Centers of New York and its debtor
affiliates have asked authority from Judge Cecelia Morris of the
U.S. Bankruptcy Court for the Southern District of New York to
sell a residential building they own, located at 555 6th Avenue,
in New York, and commonly known as the "Staff House," for
$48 million to TIP Acquisitions LLC, absent higher and better bids
at an auction.

The Debtors delivered to the Court, on May 14, 2010, an amended
Bidding Procedures Motion, a full-text copy of which is available
for free at http://bankrupt.com/misc/VIncents_AmTIPAgmt

On May 18, 2010, the Court entered an order:

  (a) approving the bidding procedures and bidder protections
      with respect to the sale of the real estate and personal
      property located at 555 6th Avenue in New York, and
      assignments of leases;

  (b) scheduling an auction for the Assets and a hearing
      approving the Sale of the Assets; and

  (c) approving certain procedures related to the assumption and
      assignment of executory contracts and unexpired leases.

Pursuant to the Bidding Procedures, the Bankruptcy Court has
established these dates:

  Qualified Bid Deadline                         June 15, 2010
  Objection Deadline                             June 18, 2010
  Final Bid Deadline                             June 25, 2010
  Announcement of Successful Bid and Backup Bid  June 28, 2010
  Limited Objection Deadline for Objections to
  to Successful Bidder and Backup Bidder Only    June 29, 2010

  Sale Hearing                                   July 1, 2010

In a separate filing, the Debtors notify the Court of their intent
to assume and assign executory contracts, a list of which is
available for free at:

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

                       The Staff House

The Debtors used the Staff House as apartments for medical
residents while they were employed at the hospital.  As part of
the Closure Plan for the hospital, the Debtors no longer require
the Staff House.  Its sale, the Debtors note, also allows for a
material pay-down of secured debt against them, as there are
various mortgages on the property.

Adam C. Rogoff, Esq., at Kramer Levin Naftalis & Frankel LLP, in
New York, relates prior to the Petition Date, the Debtors, working
with their secured creditors, began evaluating options for the
sale of the Staff House and determined to enter into a stalking
horse agreement, dated April 21, 2010, with TIP Acquisitions, an
affiliate of Taconic Investment Partners LLC.

According to Mr. Rogoff, the Staff House is primarily encumbered
by mortgages held by these secured creditors in this order of
priority:

  (A) First Lien -- Sunlife Assurance Company of Canada.  In
      connection with their emergence from the Debtors' prior
      Chapter 11 cases, the Debtors issued a promissory note to
      Sun Life in the principal amount of $42.5 million.  The
      Staff House Note is secured by, inter alia, a first
      priority mortgage and security interest on, and an
      assignment of the leases and rents, of the Staff House.
      The Staff House Note bears interest at a rate equal to
      6.35% per annum and matures on September 1, 2014.  As of
      the Petition Date, the principal amount of approximately
      $40 million was outstanding on the Staff House Note.

  (B) Second Lien -- MedMal Trusts.  Pursuant to the plan of
      reorganization confirmed in the Prior Chapter 11 cases,
      the Debtors agreed to fund approximately three separate
      medical malpractice trusts to cover their estimated
      liability for medical malpractice claims against their
      physicians and employees.  To secure the contractual
      obligations of the Debtors to the MedMal Trusts under the
      Prior Chapter 11 Plan, the Debtors granted the MedMal
      Trusts a second priority mortgage on the Staff House.  The
      Debtors estimate that the MedMal Trusts are owed
      approximately $113 million as of the Petition Date.

  (C) Third Lien -- General Electric Capital Corporation.  In
      order to finance their exit from the Prior Chapter 11
      cases, the Debtors entered into a credit facility with
      GE Capital, as agent, letter of credit issuer and
      lender, and Commerce Bank, N.A., as lender, consisting of:

       (i) a $270 million term loan that matures on August 30,
           2014; and

      (ii) a $50 million revolving credit facility that also
           matures on August 30, 2014.

      The GE Credit Facility is secured by a third priority lien
      on the Staff House.

The proposed Sale Order provides that the liens existing on the
Assets will attach to the net proceeds of the Sale after taking
into account the costs of the Sale.  Sale costs will include costs
directly relating to the transaction, including brokerage
commissions and the Debtors' legal fees.

The leases relating to the medical residents and staff members are
due to terminate on their own terms no later than June 30, 2010.
In addition to the Staff Leases, the Debtors are lessors under
certain rent-stabilized leases to non-staff tenants.

                    Purchase Agreement Terms

The material terms of the Purchase Agreement include:

Sale of the Assets: Subject to the terms and conditions set forth
                   in the Purchase Agreement, the Debtors will
                   sell to the Purchaser, and the Purchaser
                   will purchase from the Debtors, the real
                   estate related to the Staff House and related
                   assets as described in the Purchase
                   Agreement.

   Purchase Price: The purchase price to be paid by the
                   Purchaser to the Debtors for the Assets is
                   $48,000,000.  The Purchase Price will be
                   paid:

                  * Cash Deposit: An earnest money cash deposit
                    of $3,000,000 payable upon execution of the
                    Purchase Agreement.  The Purchaser has the
                    option to substitute a letter of credit for
                    the Cash Deposit on five business days'
                    notice to the Debtors.  The Cash Deposit
                    will be increased to $4,800,000 when other
                    potential bidders are required to post a
                    security deposit in accordance with the
                    Bidding Procedures.

                  * Payment at Closing: At the consummation of
                    the transaction contemplated by the Purchase
                    Agreement, the Purchaser will pay the
                    balance of the Purchase Price and any
                    amounts required to cure those executory
                    contracts and unexpired leases being assumed
                    by the Debtors and assigned to the
                    Purchaser.

   Free and Clear: The Purchase Agreement provides, subject to
                   the Permitted Exceptions, that the Purchaser
                   will take the assets free and clear of
                   liens, encumbrances, pledges, mortgages,
                   deeds of trust, security interests, claims,
                   leases, charges, options, rights of first
                   refusal, easements, servitudes, proxies,
                   voting trusts or agreements, transfer
                   restrictions under any agreement.

        Permitted  In addition to certain permitted exceptions
       Exceptions: customary for a real estate purchase
                   agreement, like exceptions for certain liens,
                   easements, or other rights relating to taxes,
                   utilities, or violation of governmental
                   ordinances, the Purchaser will take the
                   Assets subject to the Assumed Contracts and
                   Leases.

Assumed Contracts
       and Leases: In addition to a management agreement related
                   to the operation of the Staff House's parking
                   garage and the Staff Leases, the Assumed
                   Contracts and Leases include five rent-
                   stabilized apartments located in the Staff to
                   which the Debtors are the lessor.  Pursuant
                   to the Purchase Agreement, the Purchaser will
                   purchase the Assets subject to these leases.

        Leaseback: In the event the Sale closes prior to the
                   tenants vacating the premises currently
                   leased in Staff House, the Debtors will enter
                   into a lease covering those units that remain
                   occupied on the Closing Date pursuant to the
                   terms and conditions of a master lease.  In
                   the event Purchaser elects not to cause the
                   Debtors to enter into the Master Lease,
                   the Purchaser will accept title to the Assets
                   subject to the leases.

  Representations
   and Warranties: The Debtors provide customary representations
                   and warranties related to the Assets,
                   including representations related to consents
                   and approvals.

In consideration of the Purchaser having expended considerable
time and expense in negotiating the Purchase Agreement, the
Purchase Agreement provides that upon consummation of a
transaction resulting from a Competing Bid, the Debtors will pay
the Purchaser a fee equal to approximately 1.8% of the Purchase
Price, or $870,000.  The Break-Up Fee will only be payable upon
consummation of a sale resulting from a Competing Bid and solely
from the proceeds of a transaction resulting from a Competing Bid.

The parties intend, and the Sale Order will reflect, that the
Purchaser will not be deemed to be a successor to the Debtors and
will not be liable for any claims against the Debtors.  Given the
nature of the Debtors' business, a critical inducement for the
Purchaser to enter into the Sale Transaction is the ability to
take the Assets free and clear from any potential of successor
liability.

A full-text copy of the Purchase and Sale Agreement is available
for free at http://bankrupt.com/misc/Vincents_TIPSaleAgmt.pdf

         About Saint Vincents Catholic Medical Centers

St. Vincents Catholic Medical Centers returned to bankruptcy court
by filing another Chapter 11 petition April 14, 2010, in New York
(Bankr. S.D.N.Y. Case No. 10-11963).  The new petition listed
assets of $348 million against debt totaling $1.09 billion.

Adam C. Rogoff, Esq., and Kenneth H. Eckstein, Esq., at Kramer
Levin Naftalis & Frankel LLP, represent the Debtor in its Chapter
11 effort.

Although the hospitals emerged from the prior reorganization in
July 2007 with a Chapter 11 plan said to have a "a realistic
chance" of paying all creditors in full, the bankruptcy left the
medical center with more than $1 billion in debt.  The new filing
occurred after a $64 million operating loss in 2009 and the last
potential buyer terminated discussions for taking over the
flagship hospital.

Saint Vincents Catholic Medical Centers -- http://www.svcmc.org/-
- is anchored by St. Vincent's Hospital Manhattan, an academic
medical center located in Greenwich Village and the only emergency
room on the Westside of Manhattan from Midtown to Tribeca, St.
Vincent's Westchester, a behavioral health hospital in Westchester
County, and continuing care services that include two skilled
nursing facilities in Brooklyn, another on Staten Island, a
hospice, and a home health agency serving the Metropolitan New
York area.

Saint Vincent Catholic Medical Centers of New York and six of its
affiliates first filed for Chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).


SAINT VINCENTS: Gets Final Nod for $78 Mil. of DIP Financing
------------------------------------------------------------
Judge Cecelia Morris of the U.S. Bankruptcy Court for the Southern
District of New York authorized Saint Vincents Catholic Medical
Centers of New York and its debtor affiliates to borrow
$78,000,000 on a final basis.

General Electric Capital Corporation is granted:

  (a) a superpriority administrative expense claim pursuant to
      Section 364(c)(1) of the Bankruptcy Code with priority
      over all other administrative expenses;

  (b) a first priority, priming security interest in and line
      pursuant to Section 364 on all encumbered property of the
      Debtors and the estates which liens will be senor to any
      existing liens or claims;

  (c) a first priority security interest and lien on all
      unencumbered property of the Debtors which will be subject
      only to the Carve-Out; and

  (d) a junior security interest and lien on all property of the
      Debtors or their estates that is subject to a Permitted
      Prior Senior Lien which Liens are also subject to the
      Carve-Out.

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

The Debtors will have the option to request an increase in the
aggregate commitments to an amount not to exceed $85,000,000,
which increase will be in the sole discretion of the DIP Agent and
DIP Lenders.

The proceeds of the DIP Facility may be used to pay the full
amount of the prepetition secured revolving loan obligations owing
to Prepetition Agent and Prepetition Lenders, and fund general
financial requirements of the Debtors under the Chapter 11 cases
subject to the limitations set forth in the DIP Credit Agreement.
Proceeds of the DIP Facility will be used in accordance with a 13-
week cash flow budget available for free at:

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

                         Material Terms

   Interest    * Non-Default Interest Rate: Base Rate plus 3%
   Rates:        per annum, payable in arrears on the first day
                 of each month.

               * Default Interest Rate: Base Rate plus 5% per
                 annum, payable on demand of the DIP Agent.

   Fees:       * Loan Fee -- a loan fee in the amount of 1% of
                 the Aggregate Commitment amount, payable at
                 closing.

               * Agent Fee -- an agency fee to the DIP Agent, as
                 set forth in a confidential side letter.

               * Unused Line Fee -- an unused commitment fee
                 equal to the average daily balance of the
                 Aggregate Commitment during the preceding
                 calendar month, less the sum of the average
                 daily balance of the DIP Loans outstanding
                 during the preceding calendar month, multiplied
                 by one-half of 0.50% per annum.

   Treatment of  The Debtors must reimburse the DIP Agent and
   the Lenders'  the DIP Lenders for all fees, costs and
   Expenses:     expenses incurred in connection with the
                 negotiation, preparation and filing and
                 recordation of the DIP Loan Documents.  Those
                 fees and expenses are secured by the DIP
                 Collateral and may be paid by the DIP Agent by
                 making a loan advance under the DIP Facility to
                 pay those Fees and Expenses.

   Carve-Out:    The claims of the professionals retained by the
                 Debtors and the Official Committee of Unsecured
                 Creditors that have been approved by the Court
                 for unpaid fees and expenses which were
                 incurred (A) on and after the Petition Date and
                 before the Carve-Out Trigger Date in amounts
                 not in excess of the amounts set forth in the
                 DIP Budget and (B) on and after the Carve-Out
                 Trigger Date in the aggregate amount not
                 exceeding $2 million, for all retained
                 professionals and Committee Member expenses.

                 In the event the Chapter 11 Cases are converted
                 to Chapter 7, there will be a separate carve-
                 out of $100,000 in the aggregate that may be
                 used for the reasonable fees and expenses of a
                 Chapter 7 trustee and the separate Trustee
                 Carve-Out will have the same priorities as the
                 Carve-Out.

   DIP Liens &   The DIP Agent is granted these liens to secure
   priority:     the obligations owing pursuant to the DIP
                 Facility:

               * Section 364(d)(1) Lien -- a priming security
                 interest in and lien pursuant to Section
                 364(d)(1) of the Bankruptcy Code on all
                 encumbered property of the Borrowers, subject
                 only to (a) the Carve-Out, and (b)
                 prepetition liens on property of the
                 Borrowers that are valid, perfected, not
                 avoidable, and senior in priority to the
                 Prepetition Liens of the Prepetition Agent
                 on that property, and (c) the Prepetition
                 Liens of the Prepetition Agent.

               * Section 364(c)(2) Liens -- a first priority
                 security interest and lien pursuant to Section
                 364(c)(2) on all unencumbered property of the
                 Borrowers, which will be subject only to the
                 Carve Out.

               * Section 364(c)(3) Liens -- a junior security
                 interest and lien pursuant to Section 364(c)(3)
                 on all property of the Borrowers and that is
                 subject to a Permitted Prior Senior Lien.

   Liens on      DIP Liens will extend to the proceeds of all
   Proceeds of   claims and causes of actions under Chapter 5
   Avoidance     of the Bankruptcy Code, including, without
   Actions:      limitation, those under Sections 502(d), 544,
                 545, 547, 548, 549, 550, 552(b) and 553, and
                 state laws of similar import.

   The Revolver  Upon entry of the Interim Order, the Debtors
   Roll-Up       are authorized and directed to use the DIP
   Payment:      Facility and Cash Collateral to repay in full
                 the $43.19 million in prepetition secured
                 obligations in respect of the prepetition
                 revolving loan facility, using $22 million
                 proceeds of the Interim Amount and
                 $21.19 million of the Cash Collateral to pay
                 those obligations.

   Superpriority The DIP Agent will have a superpriority
   Admin. Claim  administrative expense claim status pursuant
   Status:       to Section 364(c)(1) with priority over all
                 all other administrative expenses pursuant to,
                 among others, Sections 105(a), 326, 328, 330,
                 331, 503(b), 506(c), 507, 546(c), 552(b), 726
                 and 1114 of the Bankruptcy Code.

General Electric and the Debtors entered into a Transaction Side
Letter, which sets forth deadlines in connection with the Debtors'
disposition of assets.  As an additional condition to the DIP
Loan, the Debtors are obliged to comply with the terms of the
Transaction Side Letter until the full and indefeasible payment
and satisfaction of  the DIP Obligations.

The Debtors and General Electric agree that it would be
detrimental to Debtors' ability to market and sell the Non-
Hospital Assets if the terms of the Transaction Side Letter were
known to the general public or to potential purchasers.
Accordingly, the Debtors, General Electric and Lenders agree to
keep the terms and conditions of  the Transaction Side Letter
confidential and not to disclose those terms to any  third party;
provided, however, that the Transaction Side Letter:

(a) may, upon execution of an appropriate confidentiality
     agreement, be shared with the United States Trustee and the
     Official Committee of Unsecured Creditors; and

(b) will, if required by the Bankruptcy Court, be filed under
     seal or otherwise disclosed to the Bankruptcy Court in a
     manner that maintains the confidentiality of the
     Transaction Side Letter.

The Debtors assert that the DIP Facility is the only source of
financing available to them at this time.  Despite their efforts,
the Debtors relate that they have been unable to obtain financing
(i) in the form of unsecured credit allowable under Section
503(b)(1) of the Bankruptcy Code, (ii) solely as an administrative
expense under section 364(a)(b), or (iii) solely in exchange for
the grant of a superpriority administrative expense claim pursuant
to Section 364(c)(1).  Indeed, the Debtors point out, the proposed
financing under the DIP Facility was the only viable postpetition
financing option available to them.

The DIP Budget, which has projections through December 31, 2010,
contemplates that the proceeds of the DIP Loans -- including the
$28 million of new postpetition advances during the Interim
Period -- and the Cash Collateral would provide the Debtors with
sufficient funds to consummate an orderly shut-down of the
Hospital Services, to operate, market and sell the
Non-Hospital Assets, to wind down the remainder of the Debtors'
estates, and to pay the administrative expenses that the Debtors
reasonably anticipate to incur during the course of their Chapter
11 Cases.

         About Saint Vincents Catholic Medical Centers

St. Vincents Catholic Medical Centers returned to bankruptcy court
by filing another Chapter 11 petition April 14, 2010, in New York
(Bankr. S.D.N.Y. Case No. 10-11963).  The new petition listed
assets of $348 million against debt totaling $1.09 billion.

Adam C. Rogoff, Esq., and Kenneth H. Eckstein, Esq., at Kramer
Levin Naftalis & Frankel LLP, represent the Debtor in its Chapter
11 effort.

Although the hospitals emerged from the prior reorganization in
July 2007 with a Chapter 11 plan said to have a "a realistic
chance" of paying all creditors in full, the bankruptcy left the
medical center with more than $1 billion in debt.  The new filing
occurred after a $64 million operating loss in 2009 and the last
potential buyer terminated discussions for taking over the
flagship hospital.

Saint Vincents Catholic Medical Centers -- http://www.svcmc.org/-
- is anchored by St. Vincent's Hospital Manhattan, an academic
medical center located in Greenwich Village and the only emergency
room on the Westside of Manhattan from Midtown to Tribeca, St.
Vincent's Westchester, a behavioral health hospital in Westchester
County, and continuing care services that include two skilled
nursing facilities in Brooklyn, another on Staten Island, a
hospice, and a home health agency serving the Metropolitan New
York area.

Saint Vincent Catholic Medical Centers of New York and six of its
affiliates first filed for Chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).


SAINT VINCENTS: Gets Nod for VNS-Led Sale Process for Hospice
-------------------------------------------------------------
Saint Vincents Catholic Medical Centers of New York and its debtor
affiliates sought and obtained authority from Judge Cecelia Morris
of the U.S. Bankruptcy Court for the Southern District of New York
to sell certain assets related to their hospice services owned and
operated by Debtor Pax Christi Hospice, Inc., to Visiting Nurse
Service of New York Hospice Care free and clear of liens, claims,
encumbrances and other interests.

The Debtors told the Court that as a result of their financial
condition and the commencement of the closure of their Manhattan
Hospital, they are not able to continue providing appropriate
long-term hospice care for inpatient and outpatient Hospice
patients.

All objections to the Motion that have not been withdrawn, waived
or settled, and all reservation of rights are overruled on the
merits and denied.

The Court also approved the Bidding Procedures, the form and
sufficiency of the auction and hearing notice, the Assignment
Procedures, the form and sufficiency of the Initial Assignment
Notice, the form and sufficiency of the auction results notice,
full-text copies of which are available for free at:

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

The Court will conduct a sale hearing and consider any unresolved
objections to the sale or cure objections on July 1, 2010.

                        NYSNA Objection

The New York State Nurses Association filed an objection to the
proposed sale process, noting that there is curiously no
discussion or analysis of Section 1113 of the Bankruptcy Code
regarding the sole method by which Collective Bargaining
Agreements can be rejected.  As the Debtor is requesting to sell
its assets free and clear of all interests, including the valid
CBA between Pax Christi and NYSNA, it is inconceivable that the
debtor is attempting to vitiate NYSNA's rights under Section 1113
using Section 363.  The Debtor's failure to communicate with the
union is particularly appalling as they have not only failed to
reach out to NYSNA, they have taken affirmative steps to prevent
NYSNA from participating in discussions regarding the sale of the
assets to VNS.

In response to NYSNA's objection, the Debtors related that they
seek to transfer the Hospice Assets to VNS as expeditiously as
possible in order to ensure continuation of care for the Hospice's
patients at the same level of quality care offered by the Debtors
and to preserve the value of a fragile asset to the Debtors'
estates.  The Debtors assert that NYSNA's Objection incorrectly
states that under the terms of its collective bargaining
agreement, the Debtors must undertake a negotiation with NYSNA --
pursuant to Section 1113 of the Bankruptcy Code -- before they can
seek to transfer their interest in the Hospice. This is
inaccurate, both as a matter of the terms of the CBA and
applicable bankruptcy law, the Debtors contend.

         About Saint Vincents Catholic Medical Centers

St. Vincents Catholic Medical Centers returned to bankruptcy court
by filing another Chapter 11 petition April 14, 2010, in New York
(Bankr. S.D.N.Y. Case No. 10-11963).  The new petition listed
assets of $348 million against debt totaling $1.09 billion.

Adam C. Rogoff, Esq., and Kenneth H. Eckstein, Esq., at Kramer
Levin Naftalis & Frankel LLP, represent the Debtor in its Chapter
11 effort.

Although the hospitals emerged from the prior reorganization in
July 2007 with a Chapter 11 plan said to have a "a realistic
chance" of paying all creditors in full, the bankruptcy left the
medical center with more than $1 billion in debt.  The new filing
occurred after a $64 million operating loss in 2009 and the last
potential buyer terminated discussions for taking over the
flagship hospital.

Saint Vincents Catholic Medical Centers -- http://www.svcmc.org/-
- is anchored by St. Vincent's Hospital Manhattan, an academic
medical center located in Greenwich Village and the only emergency
room on the Westside of Manhattan from Midtown to Tribeca, St.
Vincent's Westchester, a behavioral health hospital in Westchester
County, and continuing care services that include two skilled
nursing facilities in Brooklyn, another on Staten Island, a
hospice, and a home health agency serving the Metropolitan New
York area.

Saint Vincent Catholic Medical Centers of New York and six of its
affiliates first filed for Chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).


SAINT VINCENTS: Has Final Approval for Hospital Closure Plan
------------------------------------------------------------
Saint Vincents Catholic Medical Centers of New York and its debtor
affiliates won final approval from the Bankruptcy Court to
implement all actions necessary to complete the implementation of
their plan to close their Manhattan Hospital and the Pax Christi
Hospice (inpatient only) and the transfer or closure of the
outpatient programs and clinics associated with and operated by
the Hospital.

The Court finds that the process of winding down the Hospital has
been done in a procedurally proper manner.  The Debtors have been
open at all hearings and in all their papers about their dire
financial condition.  The efforts to save St. Vincent's Hospital
have been widely reported in the media and documented in court
papers.

The Court says it is saddened by the closing of this historic
Hospital that has provided so many services to so many people for
more than 150 years.  However, the Court is bound to perform its
basic function as providing an efficient forum "to convert the
bankrupt's estate into cash and distribute it among creditors."

For the reasons stated at the May 6, 2010 Hearing, the Court
enjoined the State Court Plaintiffs from proceeding in the State
Court Action and overruled their Objection to Final Closure Order.

The Board of Directors of Saint Vincents Catholic Medical Centers,
on April 6, 2010, voted to approve the closure of the Debtors'
Manhattan Hospital and the Pax Christi Hospice (inpatient only)
and the transfer or closure of the outpatient programs and clinics
associated with and operated by the Hospital.

In accordance with New York State law, the Debtors submitted their
proposed plan of closure to the New York State Department of
Health for approval on April 9, 2010.  While the DOH has not yet
approved the plan, the Debtors have begun the closure process and
are working closely with the DOH to implement the Closure Plan.
Among other things, the Hospital has limited new inpatient
admissions, put its emergency department on permanent diversion,
begun to transfer and discharge patients, initiated staff
reductions, and instituted heightened security measures to
safeguard patients, employees, medical records, medical supplies,
and equipment.  Subject to certain limited exceptions, the Closure
Plan calls for all patients to have been transferred or discharged
by, and all inpatient operations at the Hospital to cease by,
April 30, 2010.  The plan provides for the continuation of
ambulatory care services through May 31, 2010, to provide time to
search for alternate sponsors to whom these programs may be
transferred.

In this regard, the Debtors seek authority from Judge Cecelia
Morris of the U.S. Bankruptcy Court for the Southern District of
New York -- in coordination with the DOH, other regulatory
agencies, and applicable law -- to complete the implementation of
the Closure Plan.  Among other things, the Debtors seek authority
to continue to transfer and discharge patients, transfer and store
medical records, dispose of pharmaceuticals and inventory, dispose
of medical waste and hazardous materials, and cease operations at
the Hospital and associated clinics and practices.

Although subject to modification based on patient safety concerns
and input from the DOH, the Debtors anticipate the general
timeline for shut-down of operations will be as follows:

  April 6: Board approval

  April 9: Submission of plan to DOH

  April 9: Emergency Department on diversion (except for
           behavioral health services); SVCMC to continue
           ambulance tours with drops at alternate hospitals
           through April 30

April 12: Delivery of Worker Adjustment and Retraining
           Notification Act notices

April 14: Inpatient admissions cease; elective surgeries
           discontinued

April 15: Emergency Department transitioned to "treat and
           release or transfer" (except for behavioral health
           services)

April 30: All inpatients discharged or transferred; all
           inpatient operations cease; ambulance tours cease

   May 31: Ambulatory care services cease (absent transfer to
           new sponsors)

The Debtors' counsel, Adam C. Rogoff, Esq., at Kramer Levin
Naftalis & Frankel LLP, in New York, asserts that the business
reasons for the Closure are compelling.  Succinctly stated, the
Debtors have no alternative but to close the Hospital, he points
out.  The Debtors' financial condition has rapidly deteriorated
over the course of the past several months and the Debtors, with
the support of their lenders, the State, and others, have taken a
number of steps to address their liquidity crisis and search for a
strategic partner for continued operation of the Hospital outside
of bankruptcy.  Despite these efforts, however, the Debtors have
been unable to find a buyer for the Hospital and lack sufficient
cash to continue operation of the Hospital on a standalone basis,
Mr. Rogoff further points out.

In light of their extensive efforts to sustain the Hospital as a
going-concern, the Debtors aver that their inability to complete a
sale or strategic transaction constitute a "good business reason"
for the Closure.  In fact, without access to financing or a
potential transaction, the Debtors have no choice but to close,
Mr. Rogoff asserts.

         About Saint Vincents Catholic Medical Centers

St. Vincents Catholic Medical Centers returned to bankruptcy court
by filing another Chapter 11 petition April 14, 2010, in New York
(Bankr. S.D.N.Y. Case No. 10-11963).  The new petition listed
assets of $348 million against debt totaling $1.09 billion.

Adam C. Rogoff, Esq., and Kenneth H. Eckstein, Esq., at Kramer
Levin Naftalis & Frankel LLP, represent the Debtor in its Chapter
11 effort.

Although the hospitals emerged from the prior reorganization in
July 2007 with a Chapter 11 plan said to have a "a realistic
chance" of paying all creditors in full, the bankruptcy left the
medical center with more than $1 billion in debt.  The new filing
occurred after a $64 million operating loss in 2009 and the last
potential buyer terminated discussions for taking over the
flagship hospital.

Saint Vincents Catholic Medical Centers -- http://www.svcmc.org/-
- is anchored by St. Vincent's Hospital Manhattan, an academic
medical center located in Greenwich Village and the only emergency
room on the Westside of Manhattan from Midtown to Tribeca, St.
Vincent's Westchester, a behavioral health hospital in Westchester
County, and continuing care services that include two skilled
nursing facilities in Brooklyn, another on Staten Island, a
hospice, and a home health agency serving the Metropolitan New
York area.

Saint Vincent Catholic Medical Centers of New York and six of its
affiliates first filed for Chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).


SAINT VINCENTS: Proposes Contracts Rejection Protocol
-----------------------------------------------------
Saint Vincents Catholic Medical Centers of New York and its debtor
affiliates seek the Court's authority to establish procedures for
the rejection of executory contracts and unexpired leases and the
abandonment of certain assets.

The Debtors relate that in connection with the orderly
administration of their estates, there will be various contracts
and leases that require rejection from time to time.  As is
routine in cases of this nature, the Debtors seek to implement
procedures to allow for the efficient rejection of those
unnecessary agreements.

The Debtors maintain that the establishment of rejection
procedures eliminates the need for excessive and individual court
hearings on contract and lease rejections, thereby both
significantly reducing administrative costs to the estate and
preserving the Court's time.

The Debtors add that the proposed procedures preserve the rights
of non-debtor parties to the executory contracts and unexpired
leases by affording them proper notice of the proposed rejection
and an opportunity to object.

                    Rejection Procedures

In an effort to conserve valuable estate resources during the
wind-down process, the Debtors tell the Court that they will
review numerous executory contracts and unexpired leases to
determine whether they provide a benefit to the estate or,
conversely, constitute a drain on their limited resources.  As the
Debtors move through this process, they will identify executory
contracts and unexpired leases that should be rejected under
Section 365 of the Bankruptcy Code.

Because prompt rejection will minimize administrative expenses,
the Debtors have designed procedures that are tailored to balance
their need for efficient and expeditious rejection procedures with
the rights of other constituents to object to any proposed
rejection.

The Debtors therefore seek to reject executory contracts and
unexpired leases from time to time in accordance with these
procedures:

  (a) The Debtors will file with the Court and serve a notice,
      via e-mail, facsimile, regular mail, or hand delivery,
      along with a copy of the order approving this Motion, upon
     (i) the counterparty to the executory contract or unexpired
      lease; (ii) counsel to the Official Committee of Unsecured
      Creditors; (iii) counsel to the Debtors' postpetition
      lenders; (iv) the U.S. Trustee; and (v) any additional
      parties entitled to notice pursuant to the terms of the
      rejected executory contract or unexpired lease.  The
      Rejection Notice will (w) advise the Notice Parties of the
      Debtors' intent to reject the executory contract or
      unexpired lease identified in the Rejection Notice; (x)
      identify the executory contract or unexpired lease subject
      to that rejection, including the name and address of the
      landlord, subtenant, or non-debtor party to the executory
      contract or unexpired lease; (y) in the case of a non-
      residential real property lease, contain a disclosure r
      regarding personal property, if any, remaining at the
      subject property; and (z) notify the Notice Parties of the
      deadlines and procedures for filing objections to the
      Rejection Notice.

  (b) The Notice Parties will have seven calendar days, unless
      extended by the Debtors, from the date of the Rejection
      Notice to serve on the Debtors' counsel and the other
      Notice Parties an objection, if any, to the Rejection
      Notice.

  (c) In the event no objection to a Rejection Notice is filed,
      or if that objection is overruled or withdrawn, or if the
      objection relates only to rejection damages, (i) the
      Debtors will be authorized to reject the executory
      contract or unexpired lease, effective as of the date of
      filing of the Rejection Notice without further notice,
      hearing, or order of the Court; and (ii) the order
      approving the Rejection Procedures, as it pertains to that
      Rejection Notice, will automatically become final as of
      the Rejection Notice Date.

  (d) If an objection is filed and served on the Notice Parties
      within the applicable Rejection Notice Period, and the
      Debtors and the objecting party are unable to reach a
      consensual resolution of the objection, the Debtors will
      schedule a hearing to consider the Rejection Notice
      pursuant to this Motion on the next scheduled omnibus
      hearing date.  Unless otherwise ordered by the Court,
      if that objection is overruled or withdrawn, the rejection
      of that executory contract or unexpired lease will be
      deemed to have occurred on the Rejection Notice Date.

  (e) With respect to unexpired non-residential real property
      leases that the Debtors intend to reject, the Debtors
      will return the keys to the subject property to the
      landlord or that other party as may be appropriate along
      with a written confirmation of the same, thereby
      unequivocally surrendering possession of the premises to
      the landlord or that other party on or before the date on
      which the Rejection Notice is filed and served.  Upon the
      effective date of any rejection, limited relief from the
      automatic stay pursuant to Section 362 will be granted to
      the non-debtor party to the lease to allow that party to
      obtain possession of the property that is the subject
      matter of the lease.  A copy of the Lease Surrender Notice
      will be served on the Notice Parties.

  (f) With respect to any personal property of the Debtors
      located at any leased premises that is the subject of a
      Lease Surrender Notice or Rejection Notice, the Debtors
      will remove that Personal Property prior to the expiration
      of the Rejection Notice Period.  If the Debtors determine
      that the value of the Personal Property at a particular
      location is de minimis or the costs of removing the
      Personal Property exceed the value of that property, the
      Debtors will include a general description of the personal
      property that will remain at the subject property in the
      Rejection Notice that is served on the Notice Parties.
      Absent an objection filed, that personal property will be
      deemed abandoned pursuant to Section 554 of the Bankruptcy
      Code, as is, where is, effective as of the date of the
      rejection of the underlying expired lease.

  (g) With respect to executory contracts that are not non-
      residential real property leases, the Debtors will turn
      over control of the personal property, if any, to the non-
      debtor party thereby unequivocally surrendering possession
      of the subject assets to the non-debtor party to the
      executory contract at the location set forth in the
      Rejection Notice on or before the date on which the
      Rejection Notice is filed and served.  Upon the effective
      date of that a rejection, limited relief from the
      automatic stay pursuant to Section 362 will be granted to
      the non-debtor party to the Agreement to allow that party
      to take possession of the subject matter of the executory
      contract.  Simultaneously with taking possession of the
      personal property, the non-debtor party to the rejected
      executory contract will provide to Debtors' counsel a
      written acknowledgment of surrender of the property,
      including an itemized description of the property
      surrendered.  Any party that fails to provide an
      Acknowledgment will forever be barred from asserting a
      claim against the Debtors arising out of the rejection of
      the Agreement.

  (h) If the Debtors have deposited amounts with a non-debtor
      party to an executory contract or unexpired lease as a
      security deposit or other arrangement, that non-debtor
      party will be prohibited from offsetting or otherwise
      using that deposit without the prior authority of the
      Court.

  (i) Any non-debtor party to a rejected executory contract or
      unexpired lease will file and serve a proof of claim for
      damages arising from the rejection by the later of (i) 30
      days after the Rejection Notice Date and (ii) the general
      claims bar date that will be established by this Court for
      the filing of prepetition general unsecured claims.  Any
      claims not timely filed will be forever barred.

  (j) The Debtors and other parties-in-interest reserve their
      rights to challenge any unexpired lease or executory
      contract on any grounds they deem appropriate, and to
      assert against counterparties to unexpired leases or
      executory contracts any claims, counter-claims or defenses
      to a claim by the non-debtor party against the Debtors,
      including, without limitation, preference actions.

                     The Executory Contracts

In an effort to improve their post-petition operations and reduce
their expenses, the Debtors have been reviewing their executory
contracts and unexpired leases.

Accordingly, the Debtors seek the Court's authority to reject four
executory contracts, a list of which is available for free
at http://bankrupt.com/misc/Vincents_ContractsReject.pdf

The Debtors have determined that these Executory Contracts are
either too expensive for their current needs or provide services
that are no longer necessary or appropriate for their estates.

                         Cerner Objects

Cerner Corporation asserts that given the short time provided for
counterparties to review and respond to the notices of rejection,
Cerner requests that any notice given to it be sent to Stinson
Morrison Hecker LLP, 1150 18th Street, NW, Suite 800, Washington,
DC 20008.

Cerner and the Debtors are parties to a master license agreement
titled "Cerner System Agreement" pursuant to which the Debtors are
able to license certain Cerner software solutions necessary to the
operation of the Debtors' hospital and ancillary services.
Cerner notes that the Agreement contains several addresses.

         About Saint Vincents Catholic Medical Centers

St. Vincents Catholic Medical Centers returned to bankruptcy court
by filing another Chapter 11 petition April 14, 2010, in New York
(Bankr. S.D.N.Y. Case No. 10-11963).  The new petition listed
assets of $348 million against debt totaling $1.09 billion.

Adam C. Rogoff, Esq., and Kenneth H. Eckstein, Esq., at Kramer
Levin Naftalis & Frankel LLP, represent the Debtor in its Chapter
11 effort.

Although the hospitals emerged from the prior reorganization in
July 2007 with a Chapter 11 plan said to have a "a realistic
chance" of paying all creditors in full, the bankruptcy left the
medical center with more than $1 billion in debt.  The new filing
occurred after a $64 million operating loss in 2009 and the last
potential buyer terminated discussions for taking over the
flagship hospital.

Saint Vincents Catholic Medical Centers -- http://www.svcmc.org/-
- is anchored by St. Vincent's Hospital Manhattan, an academic
medical center located in Greenwich Village and the only emergency
room on the Westside of Manhattan from Midtown to Tribeca, St.
Vincent's Westchester, a behavioral health hospital in Westchester
County, and continuing care services that include two skilled
nursing facilities in Brooklyn, another on Staten Island, a
hospice, and a home health agency serving the Metropolitan New
York area.

Saint Vincent Catholic Medical Centers of New York and six of its
affiliates first filed for Chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).


SAINT VINCENTS: Receives Final Approval to Access Cash Collateral
-----------------------------------------------------------------
On a final basis, Judge Cecelia Morris of the U.S. Bankruptcy
Court for the Southern District of New York authorized Saint
Vincents Catholic Medical Centers of New York and its debtor
affiliates to use cash collateral and proceeds of the DIP Facility
to, among others:

  (a) repay in full in cash in the approximate amount of
      $43,190,000 the Debtors' prepetition senior secured
      obligations in respect of prepetition revolving loans to
      GE Capital, as agent for financial institutions and for
      itself as a Prepetition Lender;

  (b) fund the orderly wind down and closure of the Hospital
      Businesses and fund the operating expenses and orderly
      disposition of the Non-Hospital Assets during their
      Chapter 11 cases;

  (c) fund postpetition allowed fees and expenses incurred by
      Retained Professionals for the Debtors and any statutory
      committee including any committee appointed pursuant to
      Section 1102 of the Bankruptcy Code and to fund other fees
      and expenses, including with respect to the Ombudsmen and
      with respect to the Retained Professionals of the
      Ombudsmen;

  (d) pay interest and fees on the DIP Facility;

  (e) pay fees and expenses of the DIP Agent and the DIP Lenders
      related to the DIP Facility, including, without
      limitation, attorneys' fees and fees of professional
      advisors on the terms set forth in the DIP Loan Documents;

  (f) pay adequate protection payments; and

  (g) fund the other items covered by the terms of the DIP
      Budget, the Final Order, and the DIP Documents.

Cash Collateral will be used in accordance with the 13-week cash
flow budget, available for free at:

         http://bankrupt.com/misc/svcmccashflow

The Cash Collateral includes all cash as defined by Section 363(a)
of the Bankruptcy Code.  Cash Collateral will also include all of
the cash proceeds of the Prepetition Collateral in which the
Prepetition Agent or the Prepetition Lenders have an interest,
whether that interest existed as of the Petition Date or arises
thereafter pursuant to the Interim Order.

The Debtors assert that the use of Cash Collateral will help to
stave off an immediate liquidation, provide them with access to
much needed liquidity, enable them to complete the transfer of the
Hospital's patients to other providers, and implement the Closure
Plan.  In addition, the Debtors maintain, the use of Cash
Collateral will permit them to continue the sale, marketing and
orderly disposition of their assets and keep their non-Hospital
services operational pending their sale.

The Debtors have a complex prepetition debt structure consisting
of various layers of secured debt, Kenneth H. Eckstein, Esq.,
Kramer Levin Naftalis & Frankel LLP, in New York --
keckstein@kramerlevin.com -- says.  He relates that, as of the
Petition Date, the Debtors have at least $408 million of
outstanding secured indebtedness owing to the various prepetition
secured parties, which includes:

  * approximately $313 million in principal owing to the
    Prepetition Agent and Prepetition Lenders in respect of the
    senior secured revolving facility and term loan;

  * approximately $30 million in principal owing to the
    Dormitory Authority of the State of New York in respect of a
    certain settlement, certain new loan advances and proceeds
    of public bonds;

  * approximately $5 million owing to the Pension Benefit
    Guaranty Corporation in respect of a quarterly contribution
    payment that the Debtors failed to make in February 2010;

  * approximately $60 million in principal owing to Sun Life
    Assurance Company of Canada (U.S.) in respect of two
    promissory notes; and

  * approximately $113 million owing to three medical
    malpractice trusts, a significant portion of which is
    unsecured.

As Adequate Protection, valid, binding, enforceable and perfected
security interests and replacement liens will be granted to each
of the Prepetition Agent to secure the Prepetition Obligations of,
without duplication, the aggregate diminution, if any, subsequent
to the Petition Date, in the value of the Prepetition Collateral,
which will be subordinated to the Carve-Out, Permitted Prior
Senior Liens, DIP Obligations, DIP Liens and DIP Superpriority
Claims.

To the extent the Prepetition Agent will hold claims allowable
under Sections 503(b) and 507(a)(2) of the Bankruptcy Code,
notwithstanding the provision of Adequate Protection hereunder,
the Prepetition Agent is granted, for the ratable benefit of the
Prepetition Lenders, an administrative expense claim pursuant to
Section 507(b) with priority over all other administrative
expenses, but in all cases subject and subordinate to the Carve-
Out, Permitted Prior Senior Liens, DIP Obligations, DIP Liens and
DIP Superpriority Claims.

The Borrowers will, in accordance with the DIP Budget, (a) with
respect to the Prepetition Agent and Prepetition Lenders: (i)
promptly pay all reasonable fees and expenses under the
Prepetition Loan Documents incurred by the Prepetition Agent,
whether incurred prior to or following the Petition Date, and (ii)
pay all other payments payable when and as due under the
Prepetition Loan Documents, including all payments of principal,
interest, fees and charges, and (b) make regularly scheduled
principal and interest payments due to the Dormitory Authority of
the State of New York pursuant a note issued by Debtor Bishop
Francis J. Mugavero Center for Geriatric Care, Inc., subject to
any party's right to request recharacterization of the payments as
payments of principal.

         About Saint Vincents Catholic Medical Centers

St. Vincents Catholic Medical Centers returned to bankruptcy court
by filing another Chapter 11 petition April 14, 2010, in New York
(Bankr. S.D.N.Y. Case No. 10-11963).  The new petition listed
assets of $348 million against debt totaling $1.09 billion.

Adam C. Rogoff, Esq., and Kenneth H. Eckstein, Esq., at Kramer
Levin Naftalis & Frankel LLP, represent the Debtor in its Chapter
11 effort.

Although the hospitals emerged from the prior reorganization in
July 2007 with a Chapter 11 plan said to have a "a realistic
chance" of paying all creditors in full, the bankruptcy left the
medical center with more than $1 billion in debt.  The new filing
occurred after a $64 million operating loss in 2009 and the last
potential buyer terminated discussions for taking over the
flagship hospital.

Saint Vincents Catholic Medical Centers -- http://www.svcmc.org/-
- is anchored by St. Vincent's Hospital Manhattan, an academic
medical center located in Greenwich Village and the only emergency
room on the Westside of Manhattan from Midtown to Tribeca, St.
Vincent's Westchester, a behavioral health hospital in Westchester
County, and continuing care services that include two skilled
nursing facilities in Brooklyn, another on Staten Island, a
hospice, and a home health agency serving the Metropolitan New
York area.

Saint Vincent Catholic Medical Centers of New York and six of its
affiliates first filed for Chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).


SAINT VINCENTS: Schedules Deadline Extended Until June 14
---------------------------------------------------------
Saint Vincents Catholic Medical Centers and its units sought and
obtained Judge Morris's order extending their time to file
schedules of assets and liabilities and statement of financial
affairs through June 14, 2010.

The Debtors told Judge Morris at the May 19 hearing that they do
not anticipate finishing compiling the information required to
complete the Schedules by the current deadline of June 1.  They
assert that completing the Schedules will require the collection,
review, and assembly of information from multiple business
locations.

The Debtors averred that the substantial size, scope, and
complexity of their Chapter 11 cases and the volume of material
that must be compiled and reviewed by their staff to complete the
Schedules provides ample "cause" for justifying the requested
extension.

         About Saint Vincents Catholic Medical Centers

St. Vincents Catholic Medical Centers returned to bankruptcy court
by filing another Chapter 11 petition April 14, 2010, in New York
(Bankr. S.D.N.Y. Case No. 10-11963).  The new petition listed
assets of $348 million against debt totaling $1.09 billion.

Adam C. Rogoff, Esq., and Kenneth H. Eckstein, Esq., at Kramer
Levin Naftalis & Frankel LLP, represent the Debtor in its Chapter
11 effort.

Although the hospitals emerged from the prior reorganization in
July 2007 with a Chapter 11 plan said to have a "a realistic
chance" of paying all creditors in full, the bankruptcy left the
medical center with more than $1 billion in debt.  The new filing
occurred after a $64 million operating loss in 2009 and the last
potential buyer terminated discussions for taking over the
flagship hospital.

Saint Vincents Catholic Medical Centers -- http://www.svcmc.org/-
- is anchored by St. Vincent's Hospital Manhattan, an academic
medical center located in Greenwich Village and the only emergency
room on the Westside of Manhattan from Midtown to Tribeca, St.
Vincent's Westchester, a behavioral health hospital in Westchester
County, and continuing care services that include two skilled
nursing facilities in Brooklyn, another on Staten Island, a
hospice, and a home health agency serving the Metropolitan New
York area.

Saint Vincent Catholic Medical Centers of New York and six of its
affiliates first filed for Chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).


SAINT VINCENTS: Wins Approval to Pay Patient Refunds & Expenses
---------------------------------------------------------------
Saint Vincents Catholic Medical Centers of New York and its debtor
affiliates won authorization from the Bankruptcy Court, on a final
basis, (i) to remit patient refunds, (ii) make payments for out-
of-pocket reimbursements or to physicians providing services to
Uniformed Services Family Health Plan members; and (iii) to
turnover program expenses and physician payments in the ordinary
course of their businesses with the understanding that the
Physicians continue to perform in accordance with the current
business practices.

Adam C. Rogoff, Esq., at Kramer Levin Naftalis & Frankel LLP, in
New York, relates that one of the Debtors' most valuable services,
which is currently being marketed for sale as a going concern, is
their right to participate in a unique managed care program with
the United States Department of Defense known as the "Uniformed
Services Family Health Plan."  Under this program, the Debtors
provide health insurance to 11,400 members.  These members, as
patients, are entitled to reimbursement of out-of-pocket amounts
paid to medical providers for services that are covered by the
Debtors' insurance "indemnity" obligations.

In other cases, member-patients pay little or no co-payment and
the medical provider is paid directly by the Debtors.  These
medical providers, in turn, could pursue payment from the member-
patients if the Debtors fail to reimburse the providers for
covered services under the insurance program.  Accordingly, the
Debtors seek to make payments on behalf of the member-patients to
these medical providers as required by the program.

The Debtors estimate that they owe the Patient Refunds, Program
Expenses and Physician Payments in these aggregate amounts:

      Patient Refunds     $937,000
      Program Expenses    $137,000

      Physician Payments   $37,000

         About Saint Vincents Catholic Medical Centers

St. Vincents Catholic Medical Centers returned to bankruptcy court
by filing another Chapter 11 petition April 14, 2010, in New York
(Bankr. S.D.N.Y. Case No. 10-11963).  The new petition listed
assets of $348 million against debt totaling $1.09 billion.

Adam C. Rogoff, Esq., and Kenneth H. Eckstein, Esq., at Kramer
Levin Naftalis & Frankel LLP, represent the Debtor in its Chapter
11 effort.

Although the hospitals emerged from the prior reorganization in
July 2007 with a Chapter 11 plan said to have a "a realistic
chance" of paying all creditors in full, the bankruptcy left the
medical center with more than $1 billion in debt.  The new filing
occurred after a $64 million operating loss in 2009 and the last
potential buyer terminated discussions for taking over the
flagship hospital.

Saint Vincents Catholic Medical Centers -- http://www.svcmc.org/-
- is anchored by St. Vincent's Hospital Manhattan, an academic
medical center located in Greenwich Village and the only emergency
room on the Westside of Manhattan from Midtown to Tribeca, St.
Vincent's Westchester, a behavioral health hospital in Westchester
County, and continuing care services that include two skilled
nursing facilities in Brooklyn, another on Staten Island, a
hospice, and a home health agency serving the Metropolitan New
York area.

Saint Vincent Catholic Medical Centers of New York and six of its
affiliates first filed for Chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).


SAKS INCORPORATED: S&P Raises Corporate Credit Rating to 'B+'
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on New York City-based Saks to 'B+' from 'B-'.  The rating
outlook is stable.

S&P also raised its issue-level rating on the company's unsecured
debt to 'B+' (at the same level as the 'B+' corporate credit
rating) from 'B-'.  The recovery rating on this debt remains at
'4', indicating out expectation of average (30% to 50%) recovery
for lenders in the event of a payment default.

"The ratings upgrade reflects the operational gains made by the
company over the past few quarters, substantial improvement in
credit protection metrics, and S&P's expectation for these trends
to continue over at least the near term," explained Standard &
Poor's credit analyst David Kuntz.

The 'B+' rating on luxury retailer Saks reflect the company's
narrow market, historical underperformance compared with important
competitors (such as Neiman Marcus, Nordstrom, and
Bloomingdale's), and fair credit protection metrics.

After a challenging year for the company, performance has improved
significantly due to a faster-than-expected increase in luxury
retailing and weak comparisons from the first half of 2009.  Same-
store sales were positive in all three months of fiscal 2010, with
a first-quarter comparable increase of 6.1%.  Top-line
improvements were driven by increases in both traffic and
spending, as well as substantial gains from the direct business.
Margins also increased substantially over the past year, as the
company has been able to manage its inventory levels to expected
sales, reduce promotional activity, and lower operating expense by
about $150 million over the past 18 months.  Operating margins
increased to 8.5% at May 1, 2010, compared with 1.5% for the prior
period in 2009.  Inventories are about 10% lower year over year on
a comparable-square-foot basis.  S&P expects performance to
maintain its positive momentum over the near term.  S&P believes
same-store sales are likely to be in the mid-single digits, driven
by positive comparable sales and new store growth.  S&P
anticipates margins to be in the 10% range, with the company
maintaining tight inventory levels and reducing its promotional
cadence.

The company's credit protection profile improved significantly
over the past year.  Debt to EBITDA declined to 4.6x at May 1,
2010, from 51.4x in the prior year, and interest coverage
increased to 2.4x from 0.3x.  Although debt declined modestly due
to some repayment, the primary driver was 885% growth in EBITDA
year over year.  S&P believes that credit metrics are likely to
continue to improve over the near term, with the company
maintaining its positive operational momentum and repaying near-
term maturities with cash on hand.  In S&P's view, leverage could
decline to about 3.6x, with interest coverage in the upper-2.0x
area under favorable business conditions.  However, if margins
remain in line with current levels, S&P would expect leverage and
interest coverage to be about 4.0x and 2.5x, respectively, for the
current fiscal year.


SAND HILL: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Sand Hill Foundation, LLC
        P.O. Box 1661
        Center, TX 75935

Bankruptcy Case No.: 10-90209

Chapter 11 Petition Date: May 25, 2010

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

Debtor's Counsel: Jeffrey Wells Oppel, Esq.
                  Oppel, Goldberg & Saenz P.L.L.C.
                  1010 Lamar, Suite 1420
                  Houston, TX 77002
                  Tel: (713) 659-9200
                  Fax: (713) 659-9300
                  E-mail: fedfilings-jwo@ogs-law.com

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

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

According to the schedules, the Company says that assets total
$10,908,465 while debts total $16,369,846.

The petition was signed by Delicia Eaves, president.

Debtor-affiliates filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                      Nature of Claim   Claim Amount
        ------                      ---------------   ------------
Bass Drillling, Inc.                Pending Action      $3,950,924
c/o David Lacy Pybus
Preis & Roy
601 Poydras, Suite 1700
New Orleans, LA 70130

Rycar Investments, LLC              Mortgage Loan       $2,522,647
620 State Highway 87 North
Center, TX 75935

Sabine State Bank & Trust Co., Inc. Mortgage Plan       $2,268,135
P.O. Box 670
Many, LA 71449

J. Gregg Pritchard, Plan Trustee    Pending Action       $782,974
c/o Patrick Kelley
Ireland, Carrol & Kelley, PC
6101 S. Broadway, Suite 500
Tyler, TX 75703

Little Nut Oil Co.                  Trade Debt           $338,710
344 Klondike St.
Carthage, TX 75633

Internal Revenue Service            941 Taxes            $174,651

Evergreen Tank Solutions            Trade Debt           $109,653

Cudd Pressure Control, Inc.         Pending Action        $81,575

Fluid Disposal Specialties, Inc.    Trade Debt            $81,104

Waukesha-Pearce Industries, Inc.    Trade Debt            $79,301

G&K Services Co.                    Pending Action        $70,000

Panola County Tax Office            Personal Property     $63,353
                                    Taxes

Panola County Tax Office            Personal Property     $60,868
                                    Taxes

White Shaver, PC                    Attorney Fees         $57,182

Scott Construction Equipment Co.    Trade Debt/           $53,177
                                    Pending Action

CCLA, L.L.C.                        M&M Lien              $50,500

Galyean Equipment Co., Inc.         Trade Debt            $49,849

Shreveport Mack Sales, Inc.         Trade Debt            $49,729

Hertz Equipment Rental Corp.        Trade Debt            $45,653

Omni Industrial Solutions LLC       Trade Debt            $41,660


SPRINT NEXTEL: Shareholders Elect 10 to Board of Directors
----------------------------------------------------------
Sprint Nextel Corporation disclosed that these nominees were
elected to serve on the Company's board of directors:

* Robert R. Bennett
* Gordon M. Bethune
* Larry C. Glasscock
* James H. Hance, Jr.
* Daniel R. Hesse
* V. Janet Hill
* Frank Ianna
* Sven-Christer Nilsson
* William R. Nuti
* Rodney O'Neal

The company said the number of common shares present at the Annual
Meeting of Shareholders was 2,562,658,241 or 86.10% of the common
shares outstanding on March 12, 2010, the record date for the
meeting.

                      About Sprint Nextel

Overland Park, Kansas-based Sprint Nextel Corporation --
http://www.sprint.com/-- offers a comprehensive range of wireless
and wireline communications services bringing the freedom of
mobility to consumers, businesses and government users. Sprint
Nextel is widely recognized for developing, engineering and
deploying innovative technologies, including two wireless networks
serving more than 48 million customers at the end of the third
quarter of 2009 and the first and only 4G service from a national
carrier in the United States; industry-leading mobile data
services; instant national and international push-to-talk
capabilities; and a global Tier 1 Internet backbone.

As of December 31, 2009, the Company had $55.424 billion in total
assets against $37.329 billion in total liabilities.  The December
31 balance sheet showed strained liquidity: as of December 31,
2009, the Company had $8.593 billion in total current assets
against $6.785 billion in total current liabilities.

Sprint has posted a net loss for three consecutive years --
reporting a net loss of $2.436 billion in 2009 from a net loss of
$29.444 billion in 2007 and $2.796 billion in 2008.

                           *     *     *

Sprint Nextel carries Moody's Investors Service's Ba1 corporate
family rating and Standard & Poor's Ratings Services' BB issuer
credit rating.

Moody's Investors Service has assigned a Baa2 rating to Sprint
Nextel Corporation's proposed $2.25 billion senior unsecured
revolving credit facility.  The new facility will mature in the
later half of 2013 and will replace the existing $4.5 billion
credit facility that was due to expire in December 2010.

Fitch Ratings has assigned a 'BB' rating with a Negative Rating
Outlook to the new proposed unsecured $2.25 billion revolving
credit facility at Sprint Nextel Corporation.  The credit facility
will mature in 2013.  Concurrently, Fitch will withdraw the
ratings on Sprint Nextel's $4.5 billion unsecured revolving credit
facility at the time of closing.


STANISLAW HOPPE: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Joint Debtors: Stanislaw Hoppe
               Bogumilla Hoppe
               8106 Lake Serene Drive
               Orlando, FL 32836-5019

Bankruptcy Case No.: 10-08988

Chapter 11 Petition Date: May 24, 2010

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

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

Scheduled Assets: $672,742

Scheduled Debts: $2,518,101

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/flmb10-08988.pdf

The petition was signed by Stanislaw Hoppe and Bogumilla Hoppe.


STANLEY SIMMONS: Case Summary & Largest Unsecured Creditor
----------------------------------------------------------
Debtor: Stanley Simmons
        aka Stanley T. Simmons
        1626 Wellington Road
        Los Angeles, CA 90019

Bankruptcy Case No.: 10-30739

Chapter 11 Petition Date: May 24, 2010

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

Judge: Sheri Bluebond

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

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

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

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

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Rancho Federal Credit Union                      $28,409
12620 Erickson Street
Downey, CA 90242-4013

The petition was signed by Stanley Simmons.


STUART COHEN: Case Summary & 14 Largest Unsecured Creditors
-----------------------------------------------------------
Joint Debtors: Stuart B. Cohen
               aka Stuart B David Cohen
               aka Stuart B D Cohen
               Sylvia Chau-Cohen
               aka Sylvia C Cohen
               6 Veneto
               Newport Coast, CA 92657

Bankruptcy Case No.: 10-16921

Chapter 11 Petition Date: May 24, 2010

Court: United States Bankruptcy Court
       Central District Of California (Santa Ana)

Judge: Erithe A. Smith

Debtor's Counsel: Marc C. Forsythe, Esq.
                  18101 Von Karman Avenue Ste 510
                  Irvine, CA 92612
                  Tel: (949) 798-2460
                  Fax: (949) 955-9437
                  E-mail: kmurphy@goeforlaw.com

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

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

A list of the Company's 14 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb10-16921.pdf

The petition was signed by Stuart B. Cohen and Sylvia Chau-Cohen.


STYRON: S&P Assigns 'B+' Corp. Credit Rating; Outlook is Stable
---------------------------------------------------------------
U.S.-based Dow Chemical Co. (BBB-/Stable/A-3) has signed an
agreement to sell certain assets to an affiliate of Bain Capital
Partners for approximately $1.6 billion.

Bain Capital expects to partly fund the proposed purchase with
first-lien and second-lien debt and with other sources including
an equity contribution.

S&P is assigning a 'B+/Stable/--' corporate credit rating to a
newly formed entity established to hold the assets, called Styron.
S&P is also assigning debt ratings.

The stable outlook reflects S&P's view that Styron's operating
results and liquidity will remain sufficient to support credit
quality, and that initial leverage is aggressive but reasonable at
the current ratings.  Nevertheless, S&P expects some volatility in
performance due to supply and demand imbalances or adverse raw
material trends.

Standard & Poor's Ratings Services said that it assigned its 'B+'
corporate credit rating to Styron.  The outlook is stable.

At the same time, S&P assigned its 'BB-' issue rating and '2'
recovery rating to the company's proposed first-lien debt
consisting of a $240 million revolving credit facility and a
$675 million first-lien term loan.  The '2' recovery rating
indicates S&P's expectation for substantial recovery (70%-90%) in
the event of a payment default.  S&P also assigned a 'B-' issue
rating and '6' recovery rating to the company's proposed
$125 million second-lien debt.  The '6' recovery rating indicates
S&P's expectation for negligible recovery in the event of a
payment default.  Ratings are based on preliminary terms and
conditions.

An affiliate of Bain Capital Partners expects to use proceeds from
the proposed debt issue to partly fund the acquisition of certain
assets from The Dow Chemical Co. Other components of the
approximately $1.6 billion purchase price include a $643 million
equity contribution by Bain Capital.  Total adjusted debt as of
Dec. 31, 2009, pro forma for the acquisition and related
financing, was approximately $1 billion.  S&P adjusts debt to
include the present value of operating leases, tax adjusted
environmental liabilities, proportionate share of debt at joint
ventures, unfunded postretirement obligations, and employee
benefits.

"The ratings reflect Styron's aggressive financial profile and
weak business profile, as a leading but commodity-oriented
producer of petrochemical products," said Standard & Poor's credit
analyst Paul Kurias.

S&P views Styron's financial profile as appropriate to support
credit quality, but S&P incorporate the potential for an increase
in leverage from moderate levels at the closing of the acquisition
and financing transaction.  While S&P expects that Styron will
benefit from an ongoing economic recovery, earnings and cash flow
are expected to weaken during periods of demand compression in the
company's cyclical end markets, or during periods of input cost
volatility and related working capital swings.  S&P also factors
in the potential for additional debt should Styron's private
equity ownership decide to implement growth initiatives or to
distribute dividends utilizing additional debt.


TAYLOR-WHARTON: Obtains Confirmation of Reorganization Plan
-----------------------------------------------------------
Taylor-Wharton International LLC obtained confirmation of its Plan
of Reorganization from the U.S. Bankruptcy Court.  The Company
expects to emerge from Chapter 11 restructuring by June 30, 2010.

"The Plan confirmed today will reduce TWI's debt obligations by
more than 50%, significantly improve our financial foundation, and
create financial flexibility, all while maximizing value for our
creditors," said Bill Corbin, chairman and chief executive officer
of TWI.  "The Court ruling puts us on track to emerge from Chapter
11 restructuring in the next few weeks as a stronger company,
better positioned to compete in the markets we serve."

The Hon. Brendan Shannon of the U.S. Bankruptcy Court for the
District of Delaware today signed an order confirming the Plan
following a hearing yesterday.  More than 92% of creditors who
cast ballots voted in favor of confirmation.  The Company will
begin making distributions to creditors once the Plan becomes
effective.

Separately, the Company is currently pursuing the sale of its
Huntsville, Alabama cylinder operations.  As previously announced,
TWI has selected Norris Cylinder Corp. ("Norris") as a stalking
horse bidder for the assets under Section 363 of the U.S.
Bankruptcy Code.  Norris has agreed to purchase the assets for $11
million, subject to certain adjustments detailed in the asset
purchase agreement dated April 30, 2010.  The Company will hold a
court-authorized auction to select the highest and best offer at
the offices of Reed Smith LLP in Wilmington, Del. on June 3, as is
required under the Bankruptcy Code.

As previously reported, TWI implemented a voluntary restructuring
on November 18, 2009, to execute an agreement in principle with
the holders of its mezzanine senior subordinated secured notes and
holders of its first lien notes to significantly improve the
Company's capital structure and create financial flexibility.
Upon emergence from Chapter 11, the Company will receive improved
terms from its lenders and access to new financing, including a
$25 million credit facility.  The agreement also calls for the
investment of new equity capital by the mezzanine holders and the
Company's financial sponsors, in support of the overall
refinancing strategy.  Trade creditors will be fully compensated.

                      About Taylor-Wharton

Taylor-Wharton International, LLC, is the world's leading
technology, service and manufacturing network for gas applications
involving pressure vessels and precision valves.  Taylor-Wharton
International operates three complementary businesses from 16
manufacturing, sales, warehouse and service facilities in six
countries on four continents, and markets its products in over 80
countries worldwide.

The Company filed for Chapter 11 bankruptcy protection on
November 18, 2009 (Bankr. D. Del. Case No. 09-14089).  The Company
listed $10,000,001 to $50,000,000 in assets and $100,000,001 to
$500,000,000 in liabilities.

These affiliates of the Company also filed separate Chapter 11
petitions: Alpha One, Inc.; American Welding & Tank, LLC; Beta
Two, Inc.; Delta Four, Inc.; Epsilon Five, Inc.; Gamma Three,
Inc.; Sherwood Valve, LLC; Taylor-Wharton Intermediate Holdings
LLC; Taylor-Wharton International LLC; TW Cryogenics LLC; TW
Cylinders LLC; TW Express LLC; and TWI-Holding LLC.


TBR USA: Court Resolves Disputed Chapter 7 Trustee Election
-----------------------------------------------------------
Disagreeing with the approach taken by other bankruptcy courts,
WestLaw reports, a bankruptcy judge in Indiana held that the
universe of creditors holding "allowable" unsecured claims which
are undisputed, fixed and liquidated, for purpose of deciding
whether a creditor is eligible to vote at the election of a
Chapter 7 trustee, consists of creditors who have filed
satisfactory proofs of claim by the time of the election, claims
which have not been objected to prior to that time and which are
not "insufficient" on their face, as supplemented, for a trustee
election arising in a case that originated under Chapter 11, by
creditors that the debtor scheduled as holding unsecured claims
that were not disputed, contingent or unliquidated.  Furthermore,
a creditor that has filed only a secured proof of claim may not,
by bifurcation of its claim, be included within the universe of
creditors holding "allowable" unsecured claims.    In re TBR USA,
Inc., --- B.R. ----, 2010 WL 1931869 (Bankr. N.D. Ind.)
(Klingeberger, J.).

TBR USA, INc., sought protection under chapter 11 (Bankr. N.D.
Ind. Case No. 06-60429) on March 15, 2006, and the case was
converted to a Chapter 7 liquidation proceeding on Nov. 3, 2006.
At the meeting of creditors pursuant to 11 U.S.C. Sec. 341, four
of the Debtor's creditors requested the election a chapter 7
trustee.  The U.S. Trustee was presented with multiple disputes
about voting eligibility, claim amounts and ballot tabulation, and
the election process ended with multiple disputes.  The Honorable
J. Philip Klingeberger held an evidentiary hearing on April 26,
2007.  A two-year appeal to the District Court followed.  Unless
overturned by a higher court, Stacia L. Yoon, Esq., at Genetos,
Retson, Yoon & Molina, LLP, in Merrillville, Ind., will continue
to serve as the Chapter 7 Trustee.


TENNECO INC: Moody's Raises Corporate Family Rating to 'B2'
-----------------------------------------------------------
Moody's Investors Service raised the ratings of Tenneco Inc. --
Corporate Family and Probability of Default Ratings to B2 from B3,
and assigned a Ba2 rating the company's new $150 million senior
secured term loan B and amended revolving credit facility.  In a
related action Moody's raised the ratings on the company's
existing senior secured bank debt to Ba2 from Ba3, the second-lien
senior secured note to Ba3 from B1, the senior unsecured notes to
B2 from B3, and the senior subordinated notes to Caa1 from Caa2.
The rating outlook was revised to stable from positive at the
higher rating level.

The upgrade of Tenneco's Corporate Family Rating to B2 reflects
Moody's view that the trajectory of the company's performance and
resulting credit metrics over the intermediate term will be
favorably supported by recent trends in North American automotive
production levels and Moody's expectation that automobile
registrations in Europe in 2010 will not lag the global recovery
as dramatically as previously anticipated.  Moody's expects this
revised view of projected European registrations to benefit
automotive production which was previously expected to decline 3%
for 2010.  Approximately 44% of Tenneco's revenues are in the
company's European, South American, and Indian markets.  While the
North American operations of the Detroit-3 account for about 21%
of the company's revenues, this risk is being partially mitigated
by Ford's improving profitability and market share, and improving
profitability and stabilizing market share for GM's retained
product lines.  These improved conditions will allow the company
to leverage its improved cost structure through the remainder of
2010.  Tenneco's aftermarket business (22% of revenues) also
should benefit from increasing consumer spending as economic
conditions stabilize.  Higher commercial vehicle program launches
to new customers beginning in late 2010 and into 2011 related to
meeting emissions regulations also are expected to support the
ratings.  Tenneco's EBIT/Interest (including Moody's Standard
adjustments) approximated 1.3x and Debt/EBITDA approximated 4.0x
for the LTM period ending March 31, 2010.

The stable outlook reflects Moody's expectation that Tenneco's
credit metrics will support the assigned rating over the
intermediate-term and incorporate the seasonal nature of the
company's operations.  Moody's anticipates that Tenneco will
benefit from higher levels of commercial vehicle program launches
over the intermediate-term.  However, improvements in the
company's end markets may be weighed by the potential negative
economic impact of government debt restructurings of certain
Eurocurrency countries on financing availability.

Tenneco has launched a transaction to amend and extend all or a
significant portion of its commitments under its $550 million
revolving credit facility and refinance its existing $128 million
term loan A facility.  The amended revolver will mature in May
2014 compared to March 2012 for the existing revolver.  The new
$150 million term loan B facility will mature in May 2016.  The
amended revolving credit facility will have an early termination
date of 91 days prior to the maturity of company's letter of
credit/revolving loan facility, and the second lien notes.  The
new term loan facility will have an early termination date of 91
days prior to the maturity of company's second lien notes and
senior subordinated notes.

Tenneco is expected to have an adequate liquidity profile over the
near-term.  As of March 31, 2010, the company maintained cash and
cash equivalents of $193 million.  The current transaction will
eliminate the previous term loan A amortization requirement and
Moody's expects this change to result in a more modest cash burn
over the next twelve months.  The company's extended revolving
credit facility is expected to retain the vast majority of the
previous $550 million commitment, while the $130 million
commitment and 2014 maturity of senior secured tranche B
revolver/letter of credit facility will remain unchanged.  These
facilities were unfunded as of March 31, 2010 with about
$51 million of outstanding letters of credit.  Moody's, expects
Tenneco's performance over the next twelve months to provide ample
cushion under the revised financial covenants of the amended bank
credit facilities, supporting access to the commitments under the
revolving credit and tranche B facilities.  Alternative sources of
liquidity are limited as essentially all the company's assets are
pledged to secure the bank credit facilities.

These ratings were raised:

* Corporate Family rating, to B2 from B3;

* Probability of Default rating, to B2 from B3;

* Existing $550 million first lien senior secured revolving credit
  facility, to Ba2 (LGD2, 11%) from Ba3 (LGD2, 10%), (ratings to
  be withdrawn if fully refinanced);

* $130 million first lien senior secured letter of credit /
  revolving loan facility, to Ba2 (LGD2, 11%) from Ba3
  (LGD2,10%), (ratings to be withdrawn if fully refinanced);

* 10.25% guaranteed senior secured second-lien notes due 2013, to
  Ba3 (LGD2, 29%) from B1 (LGD2, 28%);

* 8.125% guaranteed senior unsecured notes due 2015, to B2 (LGD4,
  51%) from B3 (LGD4, 50%);

* 8.625% guaranteed senior subordinated notes due November 2014,
  to Caa1 (LGD5, 84%) from Caa2 (LGD5, 84%)

This rating was assigned:

* Ba2 (LGD2, 11%) to the amended $550 million first lien senior
  secured revolving credit facility, maturing in 2014;

* Ba2 (LGD2, 11%) to the new $150 million first lien senior
  secured term loan B, maturing in 2016

The last rating action for Tenneco was on March 29, 2010, when the
company's B3 Corporate Family Rating was affirmed and the rating
outlook changed to positive.

Tenneco, headquartered in Lake Forest, Illinois, is a leading
manufacturer of automotive emissions control (approximately 63% of
sales) and ride control (approximately 37% of sales) products and
systems for both the worldwide original equipment market and
aftermarket.  Leading brands include Monroe(R), Rancho(R),
Clevite(R), and Fric Rot ride control products and Walker(R),
Fonos, and Gillet emission control products.  Net sales in 2009
were approximately $4.6 billion.


TENNECO INC: S&P Assigns 'BB-' Rating on Proposed $150 Mil. Loan
----------------------------------------------------------------
Standard & Poor's Ratings Services said it has assigned its 'BB-'
issue-level rating to Tenneco Inc.'s proposed $150 million term
loan B expiring 2016 and to its amended and extended revolving
credit facility of up to $550 million expiring 2014.  At the same
time, S&P assigned its recovery rating of '1' to the proposed
facilities, indicating its expectation that lenders will receive
very high (90% to 100%) recovery in the event of a default.

Proceeds from the new term loan B will be used to refinance the
existing $128 million term loan A, as of March 31, 2010, and for
general corporate purposes.

The proposed facilities will extend the maturity structure.
Although the borrowing spread on the revolving credit facility
remains the same, the spread on the term loan B does increase.
The commitment fee on the new revolving facility is also higher.
The company's next large debt maturity will be $245 million in
second-lien notes that mature July 2013.  The proposed facilities
will have the same collateral package as the existing loans, and
less restrictive covenants.

The proposed facilities are secured by a perfected first-priority
security interest (to the extent required by the existing credit
agreement) on substantially all of the assets of the loan parties
(subject to exclusions consistent with the existing credit
agreement and a 65% limitation on the capital stock of each of the
borrower's direct and indirect first-tier subsidiaries [with no
pledge of the capital stock of other foreign subsidiaries]).
Certain domestic subsidiaries guarantee the bank debt.

The 'B' corporate credit rating on Lake Forest, Ill.-based Tenneco
reflects the company's high leverage and substantial exposure to
the highly cyclical light-vehicle and commercial-vehicle markets.

                          Ratings List

                          Tenneco Inc.

       Corporate credit rating                B/Positive/--

                           New Rating

                          Tenneco Inc.

                         Senior Secured

            US$510 mil. revolver bank ln          BB-
             Recovery Rating                      1
            US$150 mil. term loan B bank ln       BB-
             Recovery Rating                      1


TOUCHTON INDUSTRIES: Abal Auction Liquidates Equipment Assets
-------------------------------------------------------------
Abal Auction Real Estate disclosed the online auction liquidation
of equipment assets of Touchton Industries in Jacksonville, Fla.,
according to Dr. Joseph Abal, auctioneer.

In a common theme, Touchton Industries of Jacksonville, Florida
has closed its doors due to financial problems.  The 100 year old
company started by the Touchton Family in the late 1800's provided
manufacturing of over 650 different locomotive passenger, transit
and freight components.  It also serviced and remanufactured a
wide variety of parts for the train industry and touted Union
Pacific, Miami-Dade Transit, CSX Corporation, General Electric and
Alaska Railway as its clients.

In the metro railcar division, it serviced and manufactured parts
for the Los Angeles, Washington, D.C., and New York Transit
Systems.

The company was sold by Frank Touchton in 2003 and a series of
financial problems besieged the company.

The bank-ordered sale of all equipment assets is being handled by
Abal Auction Real Estate of Tallahassee, Florida.  Abal Auction
Real Estate (AARE) is a full-service auction appraisal company,
billed as a "brick and click" company.  AARE has been involved in
a variety of bankruptcy bank-related asset sales.  Their auction
sales experience has included food service, coffee shops,
automotive-related businesses to heavy equipment facilities like
Touchton Industries.

USPAP certified appraisers, Abal, and partner, Betty Evans, were
originally retained to recertify a SBA appraisal of the facility.
Months later the bank closed on the secured debt and enlisted the
AARE team to auction all personal hard assets in the machine shop.

The auction will include Fadal, Mazak machining centers, lathes,
Bridgeport, Jorgensen and more.  Box lots include end mills,
cutters and micrometers.  Entire office centers including desks,
computers, printers and telephones will also be auctioned.

The auction is an online timed event being auctioned at
www.abalauction.com.  The bidding is available online now on the
website with a June 1 preview and inspection at the Touchton
facility in Jacksonville.  The sale concludes June 7, 2010, at
1:00 p.m.  All questions can be directed to Abal Auction Real
Estate at (850) 510-2501 or (850) 926-9160.


TRANSUNION CORP: Moody's Assigns Corporate Family Rating at 'B1'
----------------------------------------------------------------
Moody's Investors Service has assigned first-time corporate family
and probability of default ratings of B1 to TransUnion Corp. (the
parent company of Trans Union LLC, the primary debt issuing
subsidiary).  Concurrently, Moody's assigned Ba3 ratings to the
company's proposed $250 Million Senior Secured Revolving Credit
Facility due 2015 and $940 Million Senior Secured Term Loan due
2017 and a B3 rating to the proposed $645 Million Senior Unsecured
Notes due 2018.

On April 29, 2010, TransUnion announced that Madison Dearborn
Partners, LLC will acquire a 51 percent equity stake in
TransUnion.  The Pritzker family business interests and management
of TransUnion will retain 49 percent ownership of the company.

The B1 CFR reflects TransUnion's high initial pro-forma leverage
of 5.5x following the close of the leveraged buyout transaction
and the concentrated business profile which is highly dependent on
U.S. consumer activity.  Ongoing declines in mortgage and other
loan originations stemming from the credit crisis also weigh on
the rating.

The B1 rating is supported by the company's strong market position
as one of the three leading global consumer credit bureaus, its
broadly diversified customer base marked by long-standing
relationships, and relatively solid financial performance through
economic cycles.  The company's business model has proven to be
relatively resilient due to its steady processing fee based
revenues, solid operating margins, and effective cost controls.
The company's scaleable proprietary database and technological
capabilities provide a competitive advantage over smaller players
or potential entrants.

The stable rating outlook reflects Moody's expectation that under
Moody's base case scenario of 2-3% GDP growth in the U.S. for
2010, TransUnion will continue to generate free cash flow
consistent with historical levels due to its recurring processing
fees of its credit reporting franchise.

These first-time ratings/assessments were assigned:

* Corporate Family Rating -- B1

* Probability of Default Rating -- B1

* $940 Million Senior Secured Term Loan due 2017 -- Ba3 (LGD-3,
  30%)

* $250 Million Senior Secured Revolving Credit Facility due 2015 -
  - Ba3 (LGD-3, 30%)

* $645 Million Senior Unsecured Notes due 2018 -- B3 (LGD-5, 84%)

Headquartered in Chicago, Illinois, TransUnion Corp., with
revenues of $923 million for the twelve months ended March 31,
2010, is a leading provider of credit reporting data and
information management services to companies and individual
consumers.


TRIBUNE CO: Broadcasting Names Cruse as Duoply Manager
------------------------------------------------------
Tribune Broadcasting named New Orleans native John Cruse as Vice
President/General Manager of its New Orleans television duopoly,
WGNO-TV/WNOL-TV, effective immediately.  Mr. Cruse, who previously
served as director of sales for the two stations, has spent his
entire career in radio and television advertising in the New
Orleans market and knows the community extremely well.

"John's talent and energy, his experience in this market and his
strong ties to the community make him the ideal choice to lead our
New Orleans TV stations," said Jerry Kersting, Tribune
Broadcasting President.  "He knows instinctively what will work
locally and what won't, and how we can best serve the interests of
our viewers and advertisers because he was born down the bayou in
Houma, Louisiana, and moved to New Orleans in the eighth grade."

Mr. Cruse was appointed WGNO/WNOL's director of sales in 2005,
responsible for overseeing all sales efforts at both TV stations.
Prior to that, he was local sales manager for WGNO, managing a
nine-person sales staff and overseeing all local and regional
sales.  Mr. Cruse has held sales and advertising jobs of
increasing responsibility in New Orleans since beginning his
career KHOM-FM as an account executive in 1993.

He has also seen WGNO/WNOL through some of New Orleans' most
difficult times, having served as interim general manager for the
TV stations in the late summer of 2008 when Hurricane Gustav hit
southern Louisiana.

"Over the last several years, this market and the people who live
and work here have been through some tremendous change," said
Cruse.  "I'm a local guy with local ties who loves living in New
Orleans and wants nothing but success for these two stations -- we
intend to keep developing our news and local programming and to be
aggressive in our promotional campaigns as we create unique brands
for WGNO and WNOL."

                       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: D. Thomas Named EVP & GM for Tribune365
---------------------------------------------------
Tribune Company announced that, effective immediately, Doug Thomas
has been promoted to executive vice president/general manager for
Tribune365, the company's national sales solutions group.

As executive vice president/general manager for Tribune365,
Tribune's national sales solutions group, Mr. Thomas will be
responsible for all of Tribune365's activities and will focus on
key sales development opportunities and growing revenue.
Tribune365 offers advertisers a one-stop resource for multi-
market, integrated and creative cross-platform sales and marketing
solutions to connect their brand with their customers.

"Doug has been a partner in the success of Tribune365 since its
inception, and has played a key role in developing and
implementing our strategy," said Don Meek, executive vice
president/chief revenue officer for the company's interactive and
publishing divisions.  "We will continue to work together closely
to ensure that our national sales organization continues bringing
innovative and relevant solutions to the marketplace."

"I look forward to building on the positive momentum and results
this group is driving, particularly over the last three to four
months, and to building on Tribune's reputation as an innovator
and leader in the industry," said Mr. Thomas.

Previously, Mr. Thomas held the position of senior vice president
and general manager for the western and retail divisions of
Tribune365.  He joined Tribune Company in 2000 and has held
leadership titles including vice president/advertising for the
company's publishing division, senior vice president/strategy and
development for Tribune Media Net, and vice president/advertising
for the Chicago Tribune.  Prior to Tribune, he held advertising
and marketing positions at Time, Inc., the National Football
League, Saatchi & Saatchi, Foote Cone & Belding and the United
States Football League.

                       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: Don Meek Named EVP & Chief Revenue Officer
------------------------------------------------------
Tribune Company announced that Don Meek has been named executive
vice president/chief revenue officer for its interactive and
publishing divisions effective immediately.

Mr. Meek will be responsible for developing and implementing sales
strategies for the company's interactive and publishing divisions,
including cross-media sales.  He will lead Tribune's sales
management efforts, identify and implement key initiatives
companywide and focus on improving the company's revenue
management and marketing capabilities.

"Don's experience at Tribune and his knowledge of the sales and
marketing industry make him the right choice to lead our sales
force and grow sales across media platforms," said Gerry Spector,
chief operating office at Tribune.  "He's the guy who sees the
revenue before it sees us."

"I'm fired up to take on this broader role within the publishing
and interactive organization at Tribune," said Mr. Meek.  "We have
outstanding sales teams in our local markets and I'm looking
forward to working in partnership with our sales leaders to
accelerate our success."

Previously, Mr. Meek held the president/national media sales for
Tribune's interactive and publishing divisions, as well as
president/integrated media for The Los Angeles Times.  Mr. Meek
brings a wealth of knowledge from prior sales and media posts at
Sony Pictures Entertainment, iFilm Corp, Engine and Fox Sports
Net.

                       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)


TRONOX INC: Fremont Lumber Wants to File Late Claims
----------------------------------------------------
Fremont Lumber Company asks the U.S. Bankruptcy Court for the
Southern District of New York for authority to file two late
proofs of claim.  The bar date for filing proofs of claim expired
on August 12, 2009.

Erin L. Eliasen, Esq., at Stoel Rives LLP, in Portland, Oregon,
tells the Court that the Debtors did not publish notice of the
Bar Date in Oregon and Fremont Lumber did not receive any written
notice of the Debtors' Chapter 11 proceedings.

Ms. Eliasen contends that the Debtors will not suffer any
prejudice if Fremont is allowed to file the Two Proofs of Claim
because no disclosure statement or Chapter 11 plan has been filed
yet.  She notes that the Debtors' Chapter 11 cases are
approximately one year old.

Fremont and Debtor Tronox Worldwide LLC f/k/a Kerr McGee Chemical
Worldwide LLC are parties to a "Consent Decree" filed January 20,
2006, in the U.S. District Court for the District of Oregon.

Under the Consent Decree, Tronox Worldwide, Fremont and Western
Nuclear Incorporated agreed, among other things, to finance and
perform a remedial action at the White King/Lucky Lass Superfund
site in the Fremont National Forest near Lakeview, Oregon.

In connection with the Consent Decree, Fremont and Tronox
Worldwide entered into an "Agreement of Compromise and Settlement
and Release of Claims" regarding the White King/Lucky Lass
Superfund site.  Kerr McGee Chemical LLC n/k/a Tronox LLC,
guaranteed Tronox Worldwide's obligations under the Settlement
Agreement.

Under the Settlement Agreement, in exchange for a cash-out
payment made by Fremont to Tronox Worldwide, Tronox Worldwide
agreed to conduct the remediation at the Site and to indemnify
and hold harmless Fremont for any and all liabilities related to
the site.

Ms. Eliasen says that pursuant to the Consent Decree and the
Settlement Agreement, Tronox and Tronox Worldwide conducted the
remedial activities required by the Consent Decree through at
least the Petition Date.  However, on April 22, 2010, she
received an e-mail from the U.S. Environmental Protection Agency
stating that Tronox and Tronox Worldwide had ceased paying EPA
oversight costs.

Should EPA require Fremont to complete the remedial activities or
pay oversight costs, Fremont is entitled under the Settlement
Agreement to be indemnified and held harmless by Tronox and
Tronox Worldwide for all costs, damages and expenses, Ms. Eliasen
argues.

                         About Tronox Inc.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr.
S.D.N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders have been appointed in the
cases.  The Creditors Committee has retained Paul, Weiss, Rifkind,
Wharton & Garrison LLP as counsel.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of class
B common stock.

Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRONOX INC: LaGrange Plea to File Late Claims Rejected
------------------------------------------------------
The U.S. Bankruptcy Court has denied the request made by LaGrange
Capital Partners LP and LaGrange Capital Partners Offshore Fund,
Ltd., to file a proof of claim out of time.

The Court points out that recognition of class status in
securities litigation does not guaranty recognition of class
status in a bankruptcy case, nor is the pendency of class
securities litigation a prerequisite to the filing of a class
proof of claim in a bankruptcy court, although it may be
relevant.

Even after they were appointed, the Lead Plaintiffs were dilatory
in filing, the Court further points out.  The Court explains that
the reason offered for the delay is unpersuasive because the Lead
Plaintiffs merely contend that they were preoccupied with the
securities litigation.

The Court, however, notes that the Lead Plaintiffs had time to
enter two appearances in these chapter 11 cases on discovery and
insurance issues in the Debtors' Chapter 11 cases.

                           *     *     *

LaGrange Capital Partners LP and LaGrange Capital Partners
Offshore Fund, Ltd., raise an appeal to the U.S. District Court
for the Southern District of New York from the Bankruptcy Court's
ruling denying their request to file late proofs of claim and
request for class certification.

                         About Tronox Inc.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr.
S.D.N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders have been appointed in the
cases.  The Creditors Committee has retained Paul, Weiss, Rifkind,
Wharton & Garrison LLP as counsel.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of class
B common stock.

Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRONOX INC: Wins Approval of Kress Creek Settlement
---------------------------------------------------
Tronox Incorporated and its debtor affiliates sought and obtained
approval from Judge Allan L. Gropper of the United States
Bankruptcy Court for the Southern District of New York of a
settlement they entered into with the United States Government
regarding:

  -- the scope of remediation work at certain sites in and
     around West Chicago, Illinois; and

  -- a dispute over the Debtors' right to reimbursement from the
     U.S. Department of Energy for past remediation expenditures
     at the West Chicago sites.

Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in New York,
relates that the Debtors are performing a wide range of
environmental remediation work at various sites across the U.S.
pursuant to federal and state consent decrees and administrative
orders that require remediation, monitoring or other cleanup
activity.

Remediation efforts include work performed in West Chicago,
Illinois, at (a) a facility known as the "Rare Earths Facility"
pursuant to requirements imposed by a license issued by the
Illinois Emergency Management Agency; and (b) four vicinity sites
not owned by the Debtors but assumed cleanup operations at the
time of the Debtors' spinoff from Kerr-McGee Corporation in 2006.

Mr. Cieri notes that the Department of Energy provides
reimbursement of remediation costs incurred at specific sites
that were used at least in part to supply thorium and uranium to
the United States.  He explains that the reimbursements are
designed to encourage continued remediation at the sites.

The Debtors' expenditures at the West Chicago Sites qualify for
reimbursement, and the Debtors are eligible to receive
reimbursement from the DOE for 55.2% of certain remediation costs
expended at the West Chicago Sites, Mr. Cieri asserts.

Mr. Cieri discloses that the Debtors have received approximately
$315 million in reimbursements on account of more than
$625 million in remediation expenditures from the DOE.

Due to funding deficiencies in recent years, the DOE has built an
outstanding balance for reimbursement owed to the Debtors for
their remediation expenditures at the West Chicago Sites.
Accordingly, the Debtors are owed approximately $25 million in
past due reimbursement, Mr. Cieri notes.

However, the U.S. Government informed the Debtors that the DOE
had placed the Reimbursement on administrative hold pending
discussions between the Parties regarding the United States'
alleged right under Section 553 of the Bankruptcy Code to setoff
the Reimbursement against its prepetition claims against the
Debtors, Mr. Cieri says.

For these reasons and in light of the likelihood of complex and
protracted litigation that would be necessary to resolve the
setoff dispute, the Parties engaged in extensive discussions
regarding a settlement of the Reimbursement dispute and the
funding of additional remediation work at the West Chicago Sites.

Specifically, the Settlement Agreement provides that the DOE will
release the $25 million in reimbursement funds to a third-party
escrow account to fund remediation work at the West Chicago sites
until the effective date of Tronox's plan of reorganization.

After the effective date of the Debtors' Chapter 11 Plan of
Reorganization, any reimbursement funds remaining in the escrow
account will be turned over to a trust, to be formed pursuant to
the Plan, which will perform, manage and implement remediation
activities at the West Chicago sites going forward.

In addition, the Debtors will transfer to the trust all right,
title and interest in any future DOE reimbursements to which the
Debtors may be entitled for remediation work performed at the
West Chicago sites during and after 2009, including pursuant to
the Kress Settlement Agreement.

An executed copy of the Kress Settlement Agreement is available
for free at http://bankrupt.com/misc/TrnxKressSttlmt.pdf

                         About Tronox Inc.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr.
S.D.N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders have been appointed in the
cases.  The Creditors Committee has retained Paul, Weiss, Rifkind,
Wharton & Garrison LLP as counsel.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of class
B common stock.

Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRUMP ENTERTAINMENT: Posts $32 Million Net Loss in Q1 2010
----------------------------------------------------------
Trump Entertainment Resorts, Inc., filed its quarterly report on
Form 10-Q, showing a net loss of $32.0 million on $168.4 million
of net revenues for the three months ended March 31, 2010,
compared with a net loss of $65.6 million on $192.3 million of net
revenues for the same period of 2009.

Loss from operations was $21.3 million during the three months
ended March 31, 2010, compared to $26.8 million during the three
months ended March 31, 2009 due to the decrease in net revenues
partially offset by a $29.3 million decrease in total costs and
expenses.  The decrease in total costs and expenses was primarily
due to a $13.1 million decrease in gaming expenses and an
$11 million decrease in reorganization expense and related costs.

Interest expense was $10.9 million during the three months ended
March 31, 2010, compared to $39.3 million during the three months
ended March 31, 2009.

The Company's balance sheet as of March 31, 2010, showed
$1.372 billion in assets and $2.096 billion of liabilities, for a
stockholders' deficit of $723.8 million.

On December 24, 2009, the Debtors and the Ad Hoc Committee filed
with the Bankruptcy Court the AHC/Debtors Plan and AHC/Debtors
Disclosure Statement.

On May 7, 2010, the Bankruptcy Court entered an order confirming
the AHC/Debtors Plan.  The Company anticipates that the effective
date of the AHC/Debtors Plan will occur during the third quarter
of 2010.

If the AHC/Debtors Plan becomes effective, the Debtors will
receive $100 million in available funds upon emergence to fund
their operations and capital expenditures, as well as to repay any
borrowings under the DIP Note Purchase Agreement.

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

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

Based in Atlantic City, New Jersey, Trump Entertainment Resorts
Inc. (NASDAQ: TRMP) -- http://www.trumpcasinos.com/-- owns and
operates three casino hotel properties in Atlantic City, New
Jersey, which include Trump Taj Mahal Casino Resort, Trump Plaza
Hotel and Casino, and Trump Marina Hotel Casino.  The Company
conducts gaming activities and provides customers with casino
resort and entertainment.

Donald Trump is a shareholder of the Company and, as its non-
executive Chairman, is not involved in the daily operations of the
Company.  The Company is separate and distinct from Mr. Trump's
privately held real estate and other holdings.

Trump Entertainment Resorts, TCI 2 Holdings, LLC, and other
affiliates filed for Chapter 11 on February 17, 2009 (Bankr. D.
N.J., Lead Case No. 09-13654).  The Company has tapped Charles A.
Stanziale, Jr., Esq., at McCarter & English, LLP, as lead counsel,
and Weil Gotshal & Manges as co-counsel.  Ernst & Young LLP is the
Company's auditor and accountant and Lazard Freres & Co. LLC is
the financial advisor.  Garden City Group is the claims agent.
The Company disclosed assets of $2,055,555,000 and debts of
$1,737,726,000 as of December 31, 2008.

Trump Hotels & Casino Resorts, Inc., filed for Chapter 11
protection on Nov. 21, 2004 (Bankr. D. N.J. Case No. 04-46898
through 04-46925).  Trump Hotels' obtained the Court's
confirmation of its Chapter 11 plan on April 5, 2005, and in May
2005, it exited from bankruptcy under the name Trump Entertainment
Resorts Inc.


UNITED REFINING: S&P Affirms Corporate Credit Rating at 'B'
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Warren,
Pa.-based United Refining Co., including the 'B' corporate credit
rating.  At the same time, S&P removed all ratings from
CreditWatch, where they had been placed with negative implications
on March 9, 2010.  The outlook is negative.

"The rating actions follow S&P's assessment that a good spring and
summer asphalt paving season, coupled with improving margins in
the Northeast market, could generate positive cash flow over the
next few quarters.  This partially offsets United's weak liquidity
position, which stood at about $73 million at Feb. 28, 2010," said
Standard & Poor's credit analyst Marc Bromberg.

S&P expects EBITDA, and liquidity, to sequentially improve in both
the third and fourth quarter of the company's 2010 fiscal year
(ending in August).  The forecast reflects S&P's view that
industry conditions should improve as a result of improved oil
margins (at around $15-$18 per barrel in the second quarter of
2010), while the third and fourth quarter should show sequential
improvement over the first half of the year due to the seasonal
pickup associated with the paving season (asphalt represented
about 30% of sales in the second half of 2009).  S&P anticipates
that this year's paving season could be stronger than typical
years, primarily related to an unusually harsh winter in the
Northeast.

Nevertheless, S&P remains cautious about the refining industry and
view United as vulnerable in the event that conditions deteriorate
meaningfully.  S&P believes United's financial measures will
remain weak given its high debt burden, which stood at
$574 million at Feb. 28, 2010 (including $87 million of pension
obligations and $56 million of operating leases).  Leverage was
13.3x for the last-12-months (LTM) period ending Feb. 28, 2010.
Given the weak EBITDA performance in the first half of the year
(Standard & Poor's adjusted EBITDA of negative $41.1 million
through both first and second quarters), S&P expects debt leverage
to remain at significantly higher levels for the rating and
United's historical 4x-5x range.  However, S&P expects credit
metrics to improve with stronger industry conditions, though S&P
notes that a sustained pickup is highly unlikely.

The negative outlook reflects S&P's concern that United Refining's
liquidity could deteriorate meaningfully if industry conditions do
not improve in the second half of the year.  S&P would expect to
lower the rating if total liquidity drops below $45 million.  S&P
would also lower ratings if EBITDA interest coverage falls below
1.5x on a seasonally adjusted basis.  A revision of the outlook to
stable is unlikely in the near term, given S&P's expectations of
continued poor refining margins, weak financial measures, and a
vulnerable liquidity position.  S&P would expect to see leverage
below 4x to consider a positive action on either the outlook or
the rating.


US AIRWAYS: CEO Doug Parker's Compensation Fell 31% in 2009
-----------------------------------------------------------
US Airways Group Inc.'s Chairman and Chief Executive Officer Doug
Parker's total compensation fell 31 percent or about $2.6 million
in 2009, based on an analysis by The Associated Press.

According to the report, Mr. Parker's $550,000 base salary didn't
change.  He didn't get incentive pay tied to financial goals.
However, he received $429,000 in incentive pay because the
airline met operational goals including on-time performance,
improvements in baggage handling, customer complaints, and cost
management, according to a letter Mr. Parker sent to workers to
explain the paycheck.

"More than 80 percent of my target compensation is
determined by how well the company performs, so when US Airways
doesn't do well, my compensation declines -- as it should," Mr.
Parker wrote.

According to AP, US Airways Group Inc. lost $205 million last
year, which was actually a huge improvement from its
$2.22 billion loss in 2008.  Revenue fell 14% to $10.46 billion as
the airline, like others, cut flying to cope with the recession,
AP said in its report.

                       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: Fitch Affirms Issuer Default Rating at 'CCC'
--------------------------------------------------------
Fitch Ratings has affirmed the ratings of US Airways Group, Inc.:

  -- Issuer Default Rating at 'CCC';
  -- Secured Bank Credit Facility at 'B+/RR1';
  -- Convertible Notes at 'C/RR6'.

The ratings apply to $1.15 billion of outstanding secured term
loan debt and $246 million of outstanding convertible notes.

The 'CCC' IDR reflects ongoing concerns over the airline's high
leverage, relatively weak liquidity position, and its still
limited ability to deliver strongly positive free cash flow
despite the notable turnaround in the airline revenue environment
witnessed over the past few months.  Following two years of severe
cash flow pressure and an extended period of impaired capital
market access, LCC is likely to return to profitability in the
second quarter, and its full year 2010 operating margin may exceed
5%.  This would represent the best margin performance since 2007,
and puts the carrier in a position to build a modest amount of
unrestricted liquidity by year-end.

While the airline operating environment has improved markedly
since air travel demand patterns bottomed out last summer, LCC's
margin of safety relative to potential economic and fuel price
shocks remains relatively thin.  With approximately $1.6 billion
of unrestricted cash and investments on the balance sheet at March
31, 2010, LCC's relative liquidity position is the weakest of the
large U.S. airlines.  Moreover, given the absence of significant
unencumbered assets, LCC lacks the flexibility to raise large
amounts of capital easily should credit market conditions take an
unfavorable turn.  Consistently positive FCF generation is
therefore essential if the airline's very high lease-adjusted
leverage (forecasted in excess of 7.0 times [x] for 2010) is to
moderate, and if the IDR is to eventually move out of the 'CCC'
category.  Any sustained reduction in leverage through the next
cycle is likely to result primarily from better operating earnings
and cash flow, not from debt reduction.

Fitch expects the airline to be FCF positive in 2010, with all
planned new aircraft deliveries for the year completed in the
first quarter.  Based on expected gross capital spending in excess
of $400 million ($230 million in cash capex), LCC is in a position
to deliver FCF of more than $150 million.  Still, with
$511 million of scheduled debt maturities for the full year, LCC
may need to access the debt or equity markets later in the year to
push unrestricted liquidity near $2 billion by year end.

Fitch sees unrestricted liquidity in excess of $2 billion,
potentially realizable by the first quarter of 2011, as a level
that would provide LCC with a more sustainable liquidity position
in an industry that is uniquely vulnerable to external shocks.
Progress on the liquidity front of this type, together with steady
improvements in revenue per available seat mile and a benign fuel
price environment with average full year jet fuel prices under
$2.30 per gallon, could support an upgrade to 'B-' later this year
or in 2011.

LCC, like all of the other major U.S. airlines, has seen revenue
trends reverse sharply since last fall as premium travel demand
has rebounded and booked yields have steadily improved.  For the
first quarter, total RASM (including ancillary and cargo revenue)
increased by 11%.  This was at the high end of the legacy carrier
group in terms of relative RASM performance.  Business demand
recovery continues to be the big driver, with corporate revenues
growing by 34% year over year in the first quarter.  However,
corporate revenue was still 6% lower than 1Q'08.  International
RASM performance will likely out-pace domestic through the summer,
but a potential European slowdown tied to the sovereign debt
crisis could limit trans-Atlantic RASM gains somewhat.

After the spike and subsequent collapse in crude oil and jet fuel
prices in 2008 forced LCC and its competitors to book large hedge-
related losses, the carrier ended all fuel hedging activity in an
effort to conserve cash.  LCC has not hedged fuel purchases since
3Q'08.  The carrier remains exposed to cash flow risk in a crude
spike scenario, with prices above $100 per barrel (around $2.80
per gallon of jet fuel) likely erasing most of the benefits of a
stronger revenue environment in 2010.  Given a continuing focus on
liquidity conservation this year and with lingering doubts about
the sustainability of any oil rally, management appears content to
accept unhedged fuel price risk while saving on derivative-related
costs.


VERMILLION INC: Posts $11.5 Million Net Loss for March 31 Quarter
-----------------------------------------------------------------
Vermillion Inc. filed its quarterly report on Form 10-Q,
disclosing a net loss of $11.5 million on $73,000 of revenue for
the three months ended March 31, 2010, compared with a net loss of
$2.8 million on $0 revenue during the same period a year earlier.

The Company's balance sheet at March 31, 2010, showed
$38.7 million in total assets and $33.2 million in total
liabilities, for a $5.5 million total stockholders' equity.

The Company said it has incurred significant net losses and
negative cash flows from operations since inception.  At March 31,
2010, the Company had an accumulated deficit of $291.0 million.
On November 13, 2006, the Company completed the sale of assets and
liabilities of the Company's protein research products and
collaborative services business to Bio-Rad Laboratories, Inc.

A full-text copy of the company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?6346

                       About Vermillion

Vermillion, Inc. -- http://www.vermillion.com/-- is dedicated to
the discovery, development and commercialization of novel high-
value diagnostic tests that help physicians diagnose, treat and
improve outcomes for patients.  Vermillion, along with its
prestigious scientific collaborators, has diagnostic programs in
oncology, hematology, cardiology and women's health.  Vermillion
is based in Fremont, California.

The Company filed for Chapter 11 on March 30, 2009 (Bankr. D. Del.
Case No. 09-11091).  Vermillion's legal advisor in connection with
its successful reorganization efforts is Paul, Hastings, Janofsky
& Walker LLP.  At September 30, 2008, the Debtor had $7,150,000 in
total assets and $32,015,000 in total liabilities.

In January 2010, Vermillion successfully emerged from protection
with all creditors receiving 100 percent of allowed claims and
with the common stock being fully restated.


VINTON OIL: Case Summary & 2 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Vinton Oil, Inc.
        1130 Fallen Leaf Rd.
        Arcadia, CA 91006

Bankruptcy Case No.: 10-30790

Chapter 11 Petition Date: May 24, 2010

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

Judge: Ernest M. Robles

Debtor's Counsel: Philip A. Kramer, Esq.
                  23901 Calabasas Rd Ste1078
                  Calabasas, CA 91302
                  Tel: (818) 224-3900

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

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

A list of the Company's 2 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb10-30790.pdf

The petition was signed by Robert Yaghoubian, president.


VISTEON CORP: Citadel Entities Disclose 0.8% Equity Stake
---------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission on May 17, 2010, Citadel Securities LLC and its
affiliates disclosed ownership of 1,018,400 shares of Visteon
Corporation common stock, representing 0.8% equity stake in
Visteon.

As of April 26, 2010, Visteon had 130,320,880 shares of common
stock outstanding.

The other Citadel Entities that disclosed beneficial ownership
are:

                                      Beneficially    Equity
Entity                                Owned Shares    Stake
------                                ------------    ------
Citadel Holdings I LP                   1,018,400       0.8%
Citadel Investment Group II, LLC        1,018,400       0.8%
Kenneth Griffin                         1,018,400       0.8%

Citadel Securities is a registered broker-dealer.  Citadel
Holdings is the non-member manager of Citadel Securities.
Citadel Investment is the general partner of Citadel Holdings.
Mr. Griffin is the president and chief executive officer of
Citadel Investment and owns a controlling interest in it.

                         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: UBS AG Has 0.12% Equity Stake
-------------------------------------------
UBS AG reported in a Form 13-D filing with the Securities and
Exchange Commission that it is deemed to beneficially own 157,460
shares of Visteon Corporation common stock as of May 17, 2010.

UBS' shares constitutes 0.12% of Visteon's 130,320,880
outstanding shares as of April 26, 2010.

UBS is a major international banking and financial firm.  It is a
Swiss banking corporation, is publicly owned and its shares are
listed on the Zurich and New York exchanges.

                         About Visteon Corp.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The Company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of US$4,561,000,000 and
debts of US$5,311,000,000 as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


WASHINGTON MUTUAL: Shareholders Want to Examine JPMorgan Files
--------------------------------------------------------------
Bankruptcy Law360 reports that shareholders of Washington Mutual
Inc. on Tuesday asked a federal court for permission to
investigate the bank's new owner JPMorgan Chase & Co. concerning
its role in the largest thrift failure in U.S. history.

In a motion before the U.S. Bankruptcy Court for the District of
Delaware, WaMu's official committee of equity security holders
requested the right to examine JPMorgan documents, according to
Law360.

                      About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over September 25 by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

Peter Calamari, Esq., and David Elsberg, Esq., at Quinn Emanuel
Urquhart Oliver & Hedges, LLP, served as legal counsel to WMI with
responsibility for the litigation.  Brian Rosen, Esq., at Weil,
Gotshal & Manges LLP served as legal counsel to WMI with
responsibility for the chapter 11 case.

Bankruptcy Creditors' Service Inc. publishes Washington Mutual
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Washington Mutual Inc. (http://bankrupt.com/newsstand/or
215/945-7000).


WASHINGTON MUTUAL: Settles Homeowners Class Action Suit
-------------------------------------------------------
Bankruptcy Law360 reports that a group of residential property
owners has settled a class action accusing Washington Mutual Inc.
and its in-house trustee of failing to properly record
reconveyances of their home loans.

Law360 says the plaintiffs lodged their request Monday in the U.S.
District Court for the Central District of California, seeking an
order dismissing the case with prejudice as well as final
permission.

                      About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over September 25 by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

Peter Calamari, Esq., and David Elsberg, Esq., at Quinn Emanuel
Urquhart Oliver & Hedges, LLP, served as legal counsel to WMI with
responsibility for the litigation.  Brian Rosen, Esq., at Weil,
Gotshal & Manges LLP served as legal counsel to WMI with
responsibility for the chapter 11 case.

Bankruptcy Creditors' Service Inc. publishes Washington Mutual
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Washington Mutual Inc. (http://bankrupt.com/newsstand/or
215/945-7000).


WEST VIEW: Files Reorganization Plan; Unsecureds to Recover 50%
---------------------------------------------------------------
West View Apartments, Inc., has filed a Plan of Reorganization and
disclosure statement with the U.S. Bankruptcy Court for the
Southern District of Florida.

The Debtor intends to continue to make the mortgage payments
payable under the First and Second Mortgages for the required
amounts and under the same terms and conditions of the mortgage
loans.

Under the Plan, the collateral of the secured creditors will be
retained, surrendered, or transferred pursuant to the terms and
conditions of distribution.

Payments provided for in the Plan will be primarily financed
through the operations of the apartment complex and collection of
rents.

The Debtor's management believes that the Plan will provide "full
value" to all classes of creditors and is in the best interests of
the creditors and the estate.

The Debtor says that there is a risk that the Debtor won't be able
to make the payments proposed under the Plan due to fluctuating
market and financial conditions and the funding mechanism.  The
Plan depends on the continued occupancy of the apartments, the
continued collection of rents and the Debtor's ability to pay the
operating expenses and other obligations of the business.

Upon the effective date, the Debtor will continue to operate its
business and the apartment complex.  The existing equity structure
and the Debtor's shareholders will remain unchanged.


Copies of the Plan and disclosure statement are available for free
at:

           http://bankrupt.com/misc/WEST_VIEW_plan.pdf
           http://bankrupt.com/misc/WEST_VIEW_ds.pdf

                         Treatment of Claims

Under the Plan, the administrative claims will be paid in cash, in
full satisfaction of their claims.

With respect to classified claims:

   Classification                             Treatment
   --------------                             ---------
a. Class I Priority Tax Claims   Unimpaired; will be paid in cash

b. Class II Priority Claims      Unimpaired; will be paid in cash

c. Class III The Claims of       Impaired; (i) SCMS Trust will
   Sovereign Commercial          have allowed secured first
   Mortgage Securities           mortgage or lien on the Debtor's
   Trust 2007-C1, Commercial     real and personal property;
   Mortgage Pass-Through         (ii) the amount of SCMS Trust's
   Certificates, Series          allowed secured claim will be the
   2007-C1 (Wells Fargo Bank     principal amount due under the
   National Association Trustee) First Note in April 2010, as
   (the SCMS Trust)              reduced by any principal and
                                 interest payments made to SCMS
                                 Trust post-petition;
                                 (iii) disputes to the amount of
                                 SCMS Trust claim will be
                                 determined by the Court on the
                                 Debtor's objection to SCMS
                                 Trust's claim or by agreement of
                                 the parties.  The Debtor will
                                 require the SCMS Trust to
                                 establish that it is the owner of
                                 the First Note and the First
                                 Mortgage loan documents;
                                 (iv) SCMS Trust will retain its
                                 lien; (v) the modified maturity
                                 date will be May 1, 2015; (vi)
                                 other terms and conditions of the
                                 existing consolidated First Note
                                 and First Mortgage are ratified
                                 and will remain in full force and
                                 effect, with the monthly payments
                                 and interest rate during the
                                 modified term at $47,489.53, and
                                 the interest rate at 5.25%;
                                 (vii) monthly mortgage payments
                                 will be made during the Chapter
                                 11 case and will continue to be
                                 made post-confirmation on the due
                                 date(s) required by the loan
                                 documents; and (viii) SCMS Trust
                                 will be paid an exit fee of
                                 $40,000

d. Class IV The Claim of         Impaired; (i) will be identical
   Sovereign Bank                to the security provided to
                                 Sovereign Bank in the April 2005
                                 Second Mortgage and will be for
                                 amounts due under the April 2005
                                 revolving second note, in the
                                 principal amount of $4 million;
                                 (ii) terms of the revolving
                                 second note will remain in full
                                 force and effect, with the only
                                 modification being the extension
                                 of the maturity date of the loan
                                 to May 1, 2015; (iii) Sovereign
                                 Bank will be paid an exit fee of
                                 $20,000

e. Class V Unsecured Claims      Impaired; will receive 50% of
                                 the allowed amount of the claims

f. Class VI Claims of            Won't be paid until the claims of
   Shareholders and Insiders     the Class 1-5 creditors have been
                                 paid in full, or are being paid
                                 pursuant to the terms of the Plan

                          About West View

Hialeah, Florida-based West View Apartments, Inc., filed for
Chapter 11 bankruptcy protection on April 30, 2010 (Bankr. S.D.
Fla. Case No. 10-21892).  Juan C. Zorrilla, Esq., who has an
office in Miami, Florida, assists the Company in its restructuring
effort.


WESTERN REFINING: S&P Affirms Corporate Credit Rating at 'B'
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its rating on Western
Refining, Inc., including the 'B' corporate credit rating, and
removed it from CreditWatch where it had been placed with negative
implications on March 9, 2010.  The outlook is negative.

"The rating actions are based on S&P's expectation that Western
will maintain sufficient liquidity [which ranged from $250 million
to $300 million in April and early May] to meet its significant
fixed spending requirements, which S&P expects to total
$250 million for full-year 2010," said Standard & Poor's credit
analyst Marc Bromberg.  Additionally, S&P believes that Western
would sell assets to raise liquidity in the event that conditions
do not materially improve by the end of the year.

The rating action is also supported by signs that conditions have
substantially improved in Western's core Southwest refineries (El
Paso and Gallup), partially offsetting continued weakness in the
Yorktown facility, which serves the competitive Northeast market.
Although the industry conditions are quite challenging, industry
indicators, such as the light-heavy differential and gasoline and
diesel margins, have rebounded moderately.  In April and through
the first half of May, Western has pointed to improved gasoline
demand in key southwest markets (i.e.., Phoenix) and higher diesel
demand among railroad operators and trucking companies.  Given the
company's 12% reduction in operating expenses from the first
quarter of 2009 through the first quarter of 2010, S&P think that
a relatively modest pickup in revenues could materially benefit
EBITDA and operating cash flow.  Nevertheless, S&P remain cautious
on the sector due to S&P's view that elevated inventory levels,
weak end-market demand, and an uncertain economy could dampen
operating margins in the latter part of 2010.

The negative outlook reflects S&P's concern that Western's high
debt level combined with weak market fundamentals could test its
ability to maintain adequate liquidity.  S&P considers a minimum
liquidity level to be around $200 million during the currently
weak refining environment.  Furthermore, S&P expects that the
company will continue to explore asset sales and that it would use
proceeds to materially reduce debt.  S&P's current rating also
hinges on S&P's expectation that Western will either sell, convert
to a terminal, or shut down its Yorktown refinery if it continues
to perform poorly.  Despite some signs of industry stabilization,
S&P expects that Western will continue to face a very difficult
operating environment.  As a result, S&P does not expect ratings
to stabilize in the near term given the uncertain outlook for
refining margins combined with Western's continued high debt
burden and substantial fixed spending requirement.  S&P would
expect to see gross leverage below 4x and a significantly improved
liquidity position relative to fixed spending requirements to
consider a revision to stable.


YRC WORLDWIDE: Board Appoints Seven Officers as Directors
---------------------------------------------------------
YRC Worlwide Inc.'s board of directors appointed Marnie S. Gordon,
Beverly K. Goulet, Mark E. Holliday, John A. Lamar, Eugene I.
Davis, Dennis E. Foster and William L. Trubeck, as the Company's
directors.

   * Mark E. Holliday, William L. Trubeck and Eugene I. Davis will
     serve on the Audit/Ethics Committee with Mr. Holliday serving
     as Chairman.  The Board has further determined that each of
     Messrs. Holliday, Trubeck and Davis is an "audit committee
     financial expert," as that term is defined under Securities
     and Exchange Commission regulations, and that each of them
     meets the financial sophistication requirement of the NASDAQ
     Stock Market rules.

   * Beverly K. Goulet and Dennis E. Foster and Vogt will serve on
     the Compensation Committee with Ms. Goulet serving as
     Chairwoman.

   * John A. Lamar and Mr. Foster and Marnie S. Gordon will serve
     on the Governance Committee with Mr. Lamar serving as
     Chairman.

   * Messrs. Davis and Holliday, Ms. Gordon and Ms. Goulet will
     serve on the Finance Committee with Mr. Davis serving as the
     Chairman.

The Board also appointed Mr. Lamar to serve as Lead Independent
Director of the Board to, among other things, enhance the
effectiveness of the Board and act as a liaison between the
Chairman of the Board and the independent directors.

Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ:
YRCW) -- http://www.yrcw.com/-- is a holding company that through
wholly owned operating subsidiaries offers its customers a wide
range of transportation services.  These services include global,
national and regional transportation as well as logistics.

The Company's balance sheet as of March 31, 2010, showed
$2.919 billion in assets and $3.024 billion of liabilities, for a
stockholders' deficit of $104.9 million.


* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------
Recent Chapter 11 cases filed with assets and liabilities below
$1,000,000:

In Re Franklin S. Danziger
   Bankr. Ariz. Case No. 10-14311
      Chapter 11 Petition Filed May 11, 2010
         Filed As Pro Se

In Re Gary L. Sandlin
        aka Gary Lynn Sandlin
   Bankr. M.D. Fla. Case No. 10-04023
      Chapter 11 Petition Filed May 11, 2010
         See http://bankrupt.com/misc/flmb10-04023.pdf

In Re Moving On Up, Inc.
   Bankr. S.D. Fla. Case No. 10-22801
      Chapter 11 Petition Filed May 11, 2010
         See http://bankrupt.com/misc/flsb10-22801.pdf

In Re Freddie B. Roberts
      Vonda Roberts
   Bankr. W.D. La. Case No. 10-50683
      Chapter 11 Petition Filed May 11, 2010
         See http://bankrupt.com/misc/lawb10-50683.pdf

In Re Skynyrds Grill and Sports Bar, LLC
   Bankr. S.C. Case No. 10-03399
      Chapter 11 Petition Filed May 11, 2010
         See http://bankrupt.com/misc/scb10-03399.pdf

In Re Monitor Dynamics, Inc.
   Bankr. W.D. Texas Case No. 10-51821
      Chapter 11 Petition Filed May 11, 2010
         See http://bankrupt.com/misc/txwb10-51821.pdf

In Re Newcastle Flooring, Inc.
   Bankr. W.D. Wash. Case No. 10-15369
      Chapter 11 Petition Filed May 11, 2010
         See http://bankrupt.com/misc/wawb10-15369.pdf

In Re Pizza a la Mode, Inc.
        dba Happy Joes Ice Cream & Pizza Parlor
   Bankr. W.D. Wis. Case No. 10-13726
      Chapter 11 Petition Filed May 11, 2010
         See http://bankrupt.com/misc/wiwb10-13726.pdf

In Re Kahraman LLC
        dba Bonarda Restaurant & Bar
   Bankr. N.D. Calif. Case No. 10-31748
      Chapter 11 Petition Filed May 12, 2010
         See http://bankrupt.com/misc/canb10-31748.pdf

In Re KIK Fashions, Inc.
   Bankr. N.J. Case No. 10-24584
      Chapter 11 Petition Filed May 12, 2010
         See http://bankrupt.com/misc/njb10-24584.pdf

In Re Professional Healthcare Staffing Service
   Bankr. N.D. Calif. Case No. 10-45445
      Chapter 11 Petition Filed May 12, 2010
         Filed As Pro Se

In Re Rajpal Singh Bhullar
        dba DB Corp.
   Bankr. N.D. Calif. Case No. 10-54935
      Chapter 11 Petition Filed May 12, 2010
         Filed As Pro Se

In Re Ellyson Place, LLC
   Bankr. N.D. Fla. Case No. 10-30997
      Chapter 11 Petition Filed May 12, 2010
         See http://bankrupt.com/misc/flnb10-30997.pdf

In Re Highlands of Montour Run, LLC
   Bankr. N.D. Ill. Case No. 10-21678
      Chapter 11 Petition Filed May 12, 2010
         See http://bankrupt.com/misc/ilnb10-21678.pdf

In Re Gerald N. Brenner
   Bankr. Mass. Case No. 10-15176
      Chapter 11 Petition Filed May 12, 2010
         Filed As Pro Se

In Re Sandwich Service Center Incorporated
   Bankr. Mass. Case No. 10-15186
      Chapter 11 Petition Filed May 12, 2010
         See http://bankrupt.com/misc/mab10-15186.pdf

In Re Loretto Enterprises, Inc.
         dba Auto-Medics Service Center
   Bankr. Minn. Case No. 10-43556
      Chapter 11 Petition Filed May 12, 2010
         See http://bankrupt.com/misc/mnb10-43556.pdf

   In Re Advanced Check Cashing & Payday Loans
      Bankr. Nev. Case No. 10-51815
         Chapter 11 Petition Filed May 12, 2010
            See http://bankrupt.com/misc/nvb10-51815.pdf

In Re Geometric Services Association
   Bankr. Nev. Case No. 10-51814
      Chapter 11 Petition Filed May 12, 2010
         See http://bankrupt.com/misc/nvb10-51814.pdf

In Re John Stout
   Bankr. Nev. Case No. 10-18753
     Chapter 11 Petition Filed May 12, 2010
         See http://bankrupt.com/misc/nvb10-18753.pdf

In Re Joseph Suppa
   Bankr. W.D. Pa. Case No. 10-23477
      Chapter 11 Petition Filed May 12, 2010
         See http://bankrupt.com/misc/pawb10-23477.pdf

In Re Mid-Eastern Associates, LLC
   Bankr. E.D. Va. Case No. 10-72275
      Chapter 11 Petition Filed May 12, 2010
         See http://bankrupt.com/misc/vaeb10-72275.pdf

In Re Cobra Concrete Pumping, Inc.
   Bankr. W.D. Va. Case No. 10-71161
      Chapter 11 Petition Filed May 12, 2010
         See http://bankrupt.com/misc/vawb10-71161.pdf

In Re DT Marshall Company
   Bankr. W.D. Wash. Case No. 10-15394
      Chapter 11 Petition Filed May 12, 2010
         See http://bankrupt.com/misc/wawb10-15394.pdf

In Re Experts On Sight, LLC
   Bankr. D. Ariz. Case No. 10-14813
      Chapter 11 Petition Filed May 13, 2010
         See http://bankrupt.com/misc/azb10-14813.pdf

In Re J C C Campeones One, LLC
   Bankr. D. Ariz. Case No. 10-14749
      Chapter 11 Petition Filed May 13, 2010
         Filed As Pro Se

In Re Guibert Peralte
   Bankr. D. Conn. Case No. 10-21608
      Chapter 11 Petition Filed May 13, 2010
         Filed As Pro Se

In Re P & W Transportation, Inc.
   Bankr. D. Del. Case No. 10-11590
      Chapter 11 Petition Filed May 13, 2010
         See http://bankrupt.com/misc/deb10-11590.pdf

In Re Empire Wineries, LLC
   Bankr. M.D. Fla. Case No. 10-11444
      Chapter 11 Petition Filed May 13, 2010
         See http://bankrupt.com/misc/flmb10-11444.pdf

In Re White Eagle Wine Spirits, LLC
   Bankr. M.D. Fla. Case No. 10-11453
      Chapter 11 Petition Filed May 13, 2010
         See http://bankrupt.com/misc/flmb10-11453.pdf

In Re F.M. Malone, Jr. Enterprises, Inc.
   Bankr. W.D. Ky. Case No. 10-32571
      Chapter 11 Petition Filed May 13, 2010
         See http://bankrupt.com/misc/kywb10-32571.pdf

In Re Elba Rojas
   Bankr. D. Mass. Case No. 10-15214
      Chapter 11 Petition Filed May 13, 2010
         Filed As Pro Se

In Re Bull & Bear Inc.
   Bankr. D. Mont. Case No. 10-61144
      Chapter 11 Petition Filed May 13, 2010
         See http://bankrupt.com/misc/mtb10-61144.pdf

In Re Central De Abastos Mexicanos, Inc.
   Bankr. D. N.J. Case No. 10-24630
      Chapter 11 Petition Filed May 13, 2010
         See http://bankrupt.com/misc/njb10-24630.pdf

In Re J & E, LLC
   Bankr. D. N.J. Case No. 10-24665
      Chapter 11 Petition Filed May 13, 2010
         Filed As Pro Se

In Re What's Your Beef, II, LLC
   Bankr. D. N.J. Case No. 10-24697
      Chapter 11 Petition Filed May 13, 2010
         See http://bankrupt.com/misc/njb10-24697.pdf

In Re Greenhill NY LLC
        dba Koo Restaurant
   Bankr. S.D. N.Y. Case No. 10-22943
      Chapter 11 Petition Filed May 13, 2010
         See http://bankrupt.com/misc/nysb10-22943.pdf

In Re Blaksley Ventures 108, LLC
   Bankr. N.D. Okla. Case No. 10-11591
      Chapter 11 Petition Filed May 13, 2010
         See http://bankrupt.com/misc/oknb10-11591p.pdf
         See http://bankrupt.com/misc/oknb10-11591c.pdf

In Re Steven R. Simmons
   Bankr. E.D. Pa. Case No. 10-13921
      Chapter 11 Petition Filed May 13, 2010
         Filed As Pro Se

In Re Robert A. Kraft
      Robyn S. Kraft
   Bankr. S.D. Calif. Case No. 10-08145
      Chapter 11 Petition Filed May 13, 2010
         See http://bankrupt.com/misc/casb10-08145.pdf

In Re CRBFH, Corp.
        dba Firehouse Restaurant & Lounge
   Bankr. W.D. Wis. Case No. 10-13810
      Chapter 11 Petition Filed May 13, 2010
         See http://bankrupt.com/misc/wiwb10-13810p.pdf
         See http://bankrupt.com/misc/wiwb10-13810c.pdf

In Re Cobert Bending Inc.
   Bankr. S.D. Ala. Case No. 10-02199
      Chapter 11 Petition Filed May 14, 2010
         See http://bankrupt.com/misc/alsb10-02199.pdf

In Re Trawler Jehovah Jireh, Inc.
   Bankr. S.D. Ala. Case No. 10-02187
      Chapter 11 Petition Filed May 14, 2010
         See http://bankrupt.com/misc/alsb10-02187.pdf

In Re Kip J. Etter
      Kimberly Reyes
   Bankr. D. Ariz. Case No. 10-15015
      Chapter 11 Petition Filed May 14, 2010
         See http://bankrupt.com/misc/azb10-15015.pdf

In Re Michael C Wingersky
   Bankr. D. Ariz. Case No. 10-14956
      Chapter 11 Petition Filed May 14, 2010
         See http://bankrupt.com/misc/azb10-14956.pdf

In Re Nora Garcia
        aka Nora H. Macias
        aka Nora Macias Martinez
        aka Nora H. Martinez
      Esteban Garcia Valdez
   Bankr. D. Ariz. Case No. 10-14926
      Chapter 11 Petition Filed May 14, 2010
         See http://bankrupt.com/misc/azb10-14926.pdf

In Re Tony Craig Lewis
      Pamela Kay Lewis
   Bankr. D. Ariz. Case No. 10-14965
      Chapter 11 Petition Filed May 14, 2010
         See http://bankrupt.com/misc/azb10-14965.pdf

In Re Joseph Hernandez
        aka Joe Hernandez
   Bankr. C.D. Calif. Case No. 10-29383
      Chapter 11 Petition Filed May 14, 2010
         Filed As Pro Se

In Re Moon Thai & Japanese, Inc.
   Bankr. S.D. Fla. Case No. 10-23328
      Chapter 11 Petition Filed May 14, 2010
         See http://bankrupt.com/misc/flsb10-23328.pdf

In Re Siam River Thai & Japanese, Inc.
   Bankr. S.D. Fla. Case No. 10-23331
      Chapter 11 Petition Filed May 14, 2010
         See http://bankrupt.com/misc/flsb10-23331.pdf

In Re Stir Moon Southland, Inc.
   Bankr. S.D. Fla. Case No. 10-23333
      Chapter 11 Petition Filed May 14, 2010
         See http://bankrupt.com/misc/flsb10-23333.pdf

In Re Podiatric Medical Associates, LLC
   Bankr. M.D. Ga. Case No. 10-51512
      Chapter 11 Petition Filed May 14, 2010
         See http://bankrupt.com/misc/gamb10-51512.pdf

In Re T.D. Bistro, Inc.
   Bankr. D. Md. Case No. 10-20935
      Chapter 11 Petition Filed May 14, 2010
         See http://bankrupt.com/misc/mdb10-20935.pdf

In Re RK Transport, LLC
   Bankr. E.D. Mich. Case No. 10-56028
      Chapter 11 Petition Filed May 14, 2010
         See http://bankrupt.com/misc/mieb10-56028p.pdf
         See http://bankrupt.com/misc/mieb10-56028c.pdf

In Re O'Brien Glen, L.L.C.
   Bankr. W.D. Mo. Case No. 10-42420
      Chapter 11 Petition Filed May 14, 2010
         See http://bankrupt.com/misc/mowb10-42420.pdf

In Re Philip Tederous
   Bankr. D. Nev. Case No. 10-18861
      Chapter 11 Petition Filed May 14, 2010
         See http://bankrupt.com/misc/nvb10-18861.pdf

In Re Andrea Lee Nachman
        aka Andrea N Korkut
   Bankr. D. S.C. Case No. 10-03477
      Chapter 11 Petition Filed May 14, 2010
         See http://bankrupt.com/misc/scb10-03477.pdf

In Re Storm Lake LLC
   Bankr. W.D. Wash. Case No. 10-15510
      Chapter 11 Petition Filed May 14, 2010
         Filed As Pro Se

In Re Neff Holdings LLC
   Bankr. S.D. N.Y. Case No. 10-12607
      Chapter 11 Petition Filed May 16, 2010
         See http://bankrupt.com/misc/nysb10-12607.pdf

In Re AZ Hot Shots Screenprinting & Signs, LLC
   Bankr. D. Ariz. Case No. 10-15160
      Chapter 11 Petition Filed May 17, 2010
         See http://bankrupt.com/misc/azb10-15160.pdf

In Re The Village Baker LLC
   Bankr. D. Ariz. Case No. 10-15063
      Chapter 11 Petition Filed May 17, 2010
         See http://bankrupt.com/misc/azb10-15063.pdf

In Re Dinamica Telecom, Inc.
   Bankr. C.D. Calif. Case No. 10-16626
      Chapter 11 Petition Filed May 17, 2010
         See http://bankrupt.com/misc/cacb10-16626.pdf

In Re Robert Blechman
   Bankr. C.D. Calif. Case No. 10-29636
      Chapter 11 Petition Filed May 17, 2010
         See http://bankrupt.com/misc/cacb10-29636.pdf

In Re Jaime Gutierrez
        fdba Jaime Gutierrez, DDS, LLC
   Bankr. D. Conn. Case No. 10-51123
      Chapter 11 Petition Filed May 17, 2010
         See http://bankrupt.com/misc/ctb10-51123.pdf

In Re Genesys Pediatrics, LLC
   Bankr. N.D. Ga. Case No. 10-74645
      Chapter 11 Petition Filed May 17, 2010
         See http://bankrupt.com/misc/ganb10-74645.pdf

In Re Visions Design Center, LLC
        fka P and D Business, Inc.
        fka M. Carresi, Inc.
        fka R.C. Kitchen and Bath, LLC
   Bankr. D. Mass. Case No. 10-15364
      Chapter 11 Petition Filed May 17, 2010
         See http://bankrupt.com/misc/mab10-15364.pdf

In Re S. White Transportation, Inc.
   Bankr. S.D. Miss. Case No. 10-51137
      Chapter 11 Petition Filed May 17, 2010
         See http://bankrupt.com/misc/mssb10-51137.pdf

In Re GregTom LLC
   Bankr. D. N.J. Case No. 10-25102
      Chapter 11 Petition Filed May 17, 2010
         See http://bankrupt.com/misc/njb10-25102.pdf

In Re Elijah Missionary Baptist Church
   Bankr. N.D. N.Y. Case No. 10-11875
      Chapter 11 Petition Filed May 17, 2010
         See http://bankrupt.com/misc/nynb10-11875.pdf

In Re 13 East 124th Street, LLC
   Bankr. S.D. N.Y. Case No. 10-12628
      Chapter 11 Petition Filed May 17, 2010
         Filed As Pro Se

In Re Yacoub Husin Yacoub
   Bankr. D. Puerto Rico Case No. 10-04213
      Chapter 11 Petition Filed May 17, 2010
         See http://bankrupt.com/misc/prb10-04213.pdf

In Re Barry Wayne Thompson
        fdba Thompson Designs
        dba Individually and as a partner in Dudney Thompson
Designs
   Bankr. M.D. Tenn. Case No. 10-05206
      Chapter 11 Petition Filed May 16, 2010
         See http://bankrupt.com/misc/tnmb10-05206.pdf

In Re Pruitt's Auto Service, Inc.
        dba Pruitt's Auto Service
        dba Pruitt's Auto Service And Collision Center
   Bankr. M.D. Tenn. Case No. 10-05250
      Chapter 11 Petition Filed May 17, 2010
         See http://bankrupt.com/misc/tnmb10-05250.pdf

In Re William Walter Turner, Jr.
   Bankr. M.D. Tenn. Case No. 10-05245
      Chapter 11 Petition Filed May 17, 2010
         See http://bankrupt.com/misc/tnmb10-05245.pdf

In Re Tranquility Learning & Educational Academy LLC
   Bankr. E.D. Wis. Case No. 10-28277
      Chapter 11 Petition Filed May 17, 2010
         Filed As Pro Se

In Re 850 River LLC
   Bankr. D. Ariz. Case No. 10-15223
      Chapter 11 Petition Filed May 18, 2010
         Filed As Pro Se

In Re Cornerstone Properties & Management LLC
   Bankr. C.D. Calif. Case No. 10-16656
      Chapter 11 Petition Filed May 18, 2010
         Filed As Pro Se

In Re Edgewater Motel, LLC
   Bankr. M.D. Fla. Case No. 10-11801
      Chapter 11 Petition Filed May 18, 2010
         See http://bankrupt.com/misc/flmb10-11801.pdf

In Re J.L. Trent's Seafood & Grill, Inc.
   Bankr. M.D. Fla. Case No. 10-04276
      Chapter 11 Petition Filed May 18, 2010
         See http://bankrupt.com/misc/flmb10-04276.pdf

In Re M/Y Islands Duo Inc.
   Bankr. M.D. Fla. Case No. 10-04278
      Chapter 11 Petition Filed May 18, 2010
         See http://bankrupt.com/misc/flmb10-04278.pdf

In Re Industrial Fastening Supplies, Inc.
   Bankr. M.D. Ga. Case No. 10-51555
      Chapter 11 Petition Filed May 18, 2010
         See http://bankrupt.com/misc/gamb10-51555.pdf

In Re Juan C. Mendez
   Bankr. D. Mass. Case No. 10-42488
      Chapter 11 Petition Filed May 18, 2010
         See http://bankrupt.com/misc/mab10-42488.pdf

In Re 10210 Prosperity Park Drive, LLC
   Bankr. W.D. N.C. Case No. 10-31398
      Chapter 11 Petition Filed May 18, 2010
         See http://bankrupt.com/misc/ncwb10-31398.pdf

In Re Nagy Service Company, Inc.
        dba Nagy Service Co.
        dba Nagy Service Co Inc.
        dba Nagy Service Company
   Bankr. N.D. Ohio Case No. 10-14758
      Chapter 11 Petition Filed May 18, 2010
         See http://bankrupt.com/misc/ohnb10-14758.pdf

In Re Hennessey & Co., Inc.
   Bankr. W.D. Pa. Case No. 10-23620
      Chapter 11 Petition Filed May 18, 2010
         See http://bankrupt.com/misc/pawb10-23620.pdf

In Re Kevin W. Hennessey
      Amy L. Hennessey
   Bankr. W.D. Pa. Case No. 10-23625
      Chapter 11 Petition Filed May 18, 2010
         See http://bankrupt.com/misc/pawb10-23625.pdf

In Re Emporium Center LP
   Bankr. E.D. Texas Case No. 10-41599
      Chapter 11 Petition Filed May 18, 2010
         See http://bankrupt.com/misc/txeb10-41599.pdf

In Re Edge Fitness Clubs LLC
   Bankr. C.D. Calif. Case No. 10-12480
      Chapter 11 Petition Filed May 19, 2010
         Filed As Pro Se

In Re Liguari Products, Inc.
   Bankr. C.D. Calif. Case No. 10-25296
      Chapter 11 Petition Filed May 19, 2010
         See http://bankrupt.com/misc/cacb10-25296.pdf

In Re ROTRANS
   Bankr. C.D. Calif. Case No. 10-25299
      Chapter 11 Petition Filed May 19, 2010
         See http://bankrupt.com/misc/cacb10-25299.pdf

In Re VLB Associates
   Bankr. C.D. Calif. Case No. 10-25298
      Chapter 11 Petition Filed May 19, 2010
         See http://bankrupt.com/misc/cacb10-25298.pdf

In Re PHA Lighting Design, Inc.
   Bankr. N.D. Ga. Case No. 10-74787
      Chapter 11 Petition Filed May 19, 2010
         See http://bankrupt.com/misc/ganb10-74787.pdf

In Re Wizzard of Watts Inc.
   Bankr. D. Kan. Case No. 10-40842
      Chapter 11 Petition Filed May 19, 2010
         See http://bankrupt.com/misc/ksb10-40842.pdf

In Re Camel,Inc.
   Bankr. W.D. La. Case No. 10-50761
      Chapter 11 Petition Filed May 19, 2010
         See http://bankrupt.com/misc/lawb10-50761.pdf

In Re Herman Family Limited Partnership
   Bankr. D. N.J. Case No. 10-25398
      Chapter 11 Petition Filed May 19, 2010
         See http://bankrupt.com/misc/njb10-25398.pdf

In Re Hirak Guha MD, PA
   Bankr. D. N.J. Case No. 10-25378
      Chapter 11 Petition Filed May 19, 2010
         See http://bankrupt.com/misc/njb10-25378.pdf

In Re New Times Management, LLC
   Bankr. D. N.J. Case No. 10-25358
      Chapter 11 Petition Filed May 19, 2010
         See http://bankrupt.com/misc/njb10-25358.pdf

In Re Rattalee Jiasuvan
   Bankr. D. N.J. Case No. 10-25422
      Chapter 11 Petition Filed May 19, 2010
         See http://bankrupt.com/misc/njb10-25422.pdf

In Re 242 KLC, Inc.
        fdba Kings Launderette, Inc.
   Bankr. E.D. N.Y. Case No. 10-44577
      Chapter 11 Petition Filed May 19, 2010
         See http://bankrupt.com/misc/nyeb10-44577.pdf

In Re Upstate N.Y. Pool Distribution & Warehousing, Inc.
        aka Upstate N.Y. Pool Distribution & Warehouse, Inc.
   Bankr. N.D. N.Y. Case No. 10-31364
      Chapter 11 Petition Filed May 19, 2010
         See http://bankrupt.com/misc/nynb10-31364.pdf

In Re Tara Century, Inc.
   Bankr. N.D. Ohio Case No. 10-14784
      Chapter 11 Petition Filed May 19, 2010
         See http://bankrupt.com/misc/ohnb10-14784.pdf

In Re Government Horizons, Inc.
   Bankr. E.D. Va. Case No. 10-14128
      Chapter 11 Petition Filed May 19, 2010
         See http://bankrupt.com/misc/vaeb10-14128.pdf

In Re Vintage Properties, LLC
   Bankr. D. D.C. Case No. 10-00485
      Chapter 11 Petition Filed May 19, 2010
         See http://bankrupt.com/misc/dcb10-00485.pdf

In Re American Insulock, Inc.
   Bankr. D. Ariz. Case No. 10-15646
      Chapter 11 Petition Filed May 20, 2010
         See http://bankrupt.com/misc/azb10-15646.pdf

In Re Douglas M. McLean
      Sandra E. McLean
   Bankr. D. Ariz. Case No. 10-15774
      Chapter 11 Petition Filed May 20, 2010
         See http://bankrupt.com/misc/azb10-15774p.pdf
         See http://bankrupt.com/misc/azb10-15774c.pdf

In Re Hormoz Investments, LLC
   Bankr. D. Ariz. Case No. 10-15664
      Chapter 11 Petition Filed May 20, 2010
         See http://bankrupt.com/misc/azb10-15664.pdf

In Re SBK Group, LLC
   Bankr. D. Ariz. Case No. 10-15667
      Chapter 11 Petition Filed May 20, 2010
         See http://bankrupt.com/misc/azb10-15667.pdf

In Re Silver Spur Tours LLC
   Bankr. D. Ariz. Case No. 10-15811
      Chapter 11 Petition Filed May 20, 2010
         See http://bankrupt.com/misc/azb10-15811.pdf

In Re Tri Pacific Capital Corporation
   Bankr. C.D. Calif. Case No. 10-16015
      Chapter 11 Petition Filed May 19, 2010
         See http://bankrupt.com/misc/cacb10-16015.pdf

In Re ExperExchange, Inc.
   Bankr. N.D. Calif. Case No. 10-45810
      Chapter 11 Petition Filed May 20, 2010
         See http://bankrupt.com/misc/canb10-45810.pdf

In Re Louis Gherlone Excavating,Inc.
   Bankr. D. Conn. Case No. 10-31517
      Chapter 11 Petition Filed May 20, 2010
         See http://bankrupt.com/misc/ctb10-31517.pdf

In Re John B. Coffman
        aka John Bethel Coffman
      Courtney Elaine Coffman
   Bankr. M.D. Fla. Case No. 10-04353
      Chapter 11 Petition Filed May 20, 2010
         See http://bankrupt.com/misc/flmb10-04353.pdf

In Re Joseph Raymond Martowski
   Bankr. M.D. Fla. Case No. 10-12015
      Chapter 11 Petition Filed May 20, 2010
         Filed As Pro Se

In Re SI Restaurant (I-Drive), LLC
   Bankr. M.D. Fla. Case No. 10-08663
      Chapter 11 Petition Filed May 20, 2010
         See http://bankrupt.com/misc/flmb10-08663.pdf

In Re Alliance Warehousing & Distribution of Houston, Inc.
   Bankr. N.D. Ill. Case No. 10-23008
      Chapter 11 Petition Filed May 20, 2010
         See http://bankrupt.com/misc/ilnb10-23008.pdf

In Re Robert M. Cuddy
        dba Bob's Disposal
   Bankr. D. Mass. Case No. 10-15548
      Chapter 11 Petition Filed May 20, 2010
         See http://bankrupt.com/misc/mab10-15548.pdf

In Re CCWP, LLC
        dba The Country Club of Whispering Pines
        dba Whispering Pines
   Bankr. E.D. N.C. Case No. 10-04102
      Chapter 11 Petition Filed May 20, 2010
         See http://bankrupt.com/misc/nceb10-04102.pdf

In Re FFG I, LLC
        dba Firefox Resort & Golf Club
   Bankr. E.D. N.C. Case No. 10-04106
      Chapter 11 Petition Filed May 20, 2010
         See http://bankrupt.com/misc/nceb10-04106.pdf

In Re Rhonda L. Vete
        aka Rhonda Lee Vete
   Bankr. W.D. Pa. Case No. 10-23693
      Chapter 11 Petition Filed May 20, 2010
         See http://bankrupt.com/misc/pawb10-23693p.pdf
         See http://bankrupt.com/misc/pawb10-23693c.pdf

In Re Vinny and Joe's Pizzeria, Inc.
         aka Vinny & Joe's
   Bankr. E.D. Tenn. Case No. 10-12949
      Chapter 11 Petition Filed May 20, 2010
         See http://bankrupt.com/misc/tneb10-12949p.pdf
         See http://bankrupt.com/misc/tneb10-12949c.pdf

In Re Tennessee Valley Fireplace, Inc.
   Bankr. M.D. Tenn. Case No. 10-05357
      Chapter 11 Petition Filed May 20, 2010
         See http://bankrupt.com/misc/tnmb10-05357.pdf

In Re Windtree Homeowners Association
        aka Windtree HOA
   Bankr. N.D. Tenn. Case No. 10-33519
      Chapter 11 Petition Filed May 20, 2010
         See http://bankrupt.com/misc/txnb10-33519.pdf

In Re Mercy and Grace Investments
        aka M and G Investments
   Bankr. S.D. Texas Case No. 10-34149
      Chapter 11 Petition Filed May 20, 2010
         Filed As Pro Se

In Re Laura Ann Gens
   Bankr. N.D. Calif. Case No. 10-55305
      Chapter 11 Petition Filed May 21, 2010
         Filed As Pro Se

In Re Donald Steven Corenman
   Bankr. D. Colo. Case No. 10-22584
      Chapter 11 Petition Filed May 21, 2010
         See http://bankrupt.com/misc/cob10-22584.pdf

In Re Commercial Roofing Concepts, Inc.
   Bankr. M.D. Fla. Case No. 10-12086
      Chapter 11 Petition Filed May 21, 2010
         See http://bankrupt.com/misc/flmb10-12086.pdf

In Re Gentle Dental Care, LLC
   Bankr. N.D. Ga. Case No. 10-75137
      Chapter 11 Petition Filed May 22, 2010
         See http://bankrupt.com/misc/ganb10-75137.pdf

In Re MP Investments, L.L.C.
        dba Vito's on the Plaza
   Bankr. S.D. Iowa Case No. 10-02659
      Chapter 11 Petition Filed May 21, 2010
         See http://bankrupt.com/misc/iasb10-02659.pdf

In Re South Central Printing, Inc.
   Bankr. W.D. Ky. Case No. 10-10815
      Chapter 11 Petition Filed May 21, 2010
         See http://bankrupt.com/misc/kywb10-10815.pdf

In Re Doreen Rush
        aka Doreen Spark
   Bankr. E.D. N.Y. Case No. 10-73969
      Chapter 11 Petition Filed May 21, 2010
         Filed As Pro Se

In Re Frederick A. Ward
   Bankr. W.D. Pa. Case No. 10-23718
      Chapter 11 Petition Filed May 21, 2010
         See http://bankrupt.com/misc/pawb10-23718.pdf

In Re All Specialized Care And Health Services Inc.
   Bankr. D. Puerto Rico Case No. 10-04345
      Chapter 11 Petition Filed May 21, 2010
         See http://bankrupt.com/misc/prb10-04345.pdf

In Re Christopher Wallace Taylor
      Allison Rosenberg Taylor
   Bankr. W.D. Texas Case No. 10-11421
      Chapter 11 Petition Filed May 21, 2010
         See http://bankrupt.com/misc/txwb10-11421.pdf

In Re Dynamic Imaging Centers LLC
   Bankr. W.D. Wash. Case No. 10-44126
      Chapter 11 Petition Filed May 21, 2010
         See http://bankrupt.com/misc/wawb10-44126.pdf

In Re A to Z Electric, Inc.
   Bankr. C.D. Calif. Case No. 10-25738
      Chapter 11 Petition Filed May 23, 2010
         See http://bankrupt.com/misc/cacb10-25738.pdf

In Re NBGI Homes, LLC
   Bankr. C.D. Calif. Case No. 10-30683
      Chapter 11 Petition Filed May 23, 2010
         See http://bankrupt.com/misc/cacb10-30683.pdf

In Re Richard Donald Wagendorf
        dba Meadowlark Resort Condominium
      Marian Lorraine Wagendorf
   Bankr. W.D. Wis. Case No. 10-14028
      Chapter 11 Petition Filed May 23, 2010
         See http://bankrupt.com/misc/wiwb10-14028.pdf

In Re Adler Hospitality Corporation
   Bankr. D. Ariz. Case No. 10-16011
      Chapter 11 Petition Filed May 24, 2010
         See http://bankrupt.com/misc/azb10-16011.pdf

In Re Froggie's Full Sun, LLC
   Bankr. E.D. Ark. Case No. 10-13763
      Chapter 11 Petition Filed May 24, 2010
         See http://bankrupt.com/misc/areb10-13763.pdf

In Re Pacific Crest Santa Clarita LLC
   Bankr. C.D. Calif. Case No. 10-16186
      Chapter 11 Petition Filed May 24, 2010
         Filed As Pro Se

In Re Liberty Farms, LLC
   Bankr. N.D. Ill. Case No. 10-23584
      Chapter 11 Petition Filed May 24, 2010
         See http://bankrupt.com/misc/ilnb10-23584.pdf

In Re Jefferson Collision Center, Inc.
   Bankr. E.D. La. Case No. 10-11819
      Chapter 11 Petition Filed May 24, 2010
         Filed As Pro Se

In Re Igor Reznik
      Galina Pavlova
   Bankr. E.D. Mich. Case No. 10-56995
      Chapter 11 Petition Filed May 24, 2010
         See http://bankrupt.com/misc/mieb10-56995p.pdf
         See http://bankrupt.com/misc/mieb10-56995c.pdf

In Re Sunlight Group, Inc
   Bankr. D. N.J Case No. 10-25822
      Chapter 11 Petition Filed May 24, 2010
         See http://bankrupt.com/misc/njb10-25822.pdf

In Re Sweet N Sour 7th Ave Corp.
   Bankr. S.D. N.Y Case No. 10-12723
      Chapter 11 Petition Filed May 24, 2010
         See http://bankrupt.com/misc/nysb10-12723.pdf

In Re A Couple Of Chefs, LLC
        aka Eats Market Cafe
   Bankr. W.D. Wash. Case No. 10-15930
      Chapter 11 Petition Filed May 24, 2010
         See http://bankrupt.com/misc/wawb10-15930.pdf



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard
C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez,
Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2010.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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