TCR_Public/100528.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, May 28, 2010, Vol. 14, No. 146

                            Headlines

96 MT. TIBURON: Case Summary & 7 Largest Unsecured Creditors
A-NGAE1 LLC: Files Schedules of Assets & Liabilities
A-NGAE1 LLC: Section 341(a) Meeting Scheduled for July 1
A.B.C. LEARNING: Files for Chapter 15 Protection
A.B.C. LEARNING: Chapter 15 Case Summary

ABITIBIBOWATER INC: Proposes to Sell Marshal Sawmill for $4.1MM
ABITIBIBOWATER INC: Proposes Togut Segal as Conflicts Counsel
ABITIBIBOWATER INC: Sells Non-Core Assets to Canada Inc.
ADELPHIA COMMS: Jones Day Victorious on $4.3 Billion Appeal
ADVANCED MEDIA: Case Summary & 20 Largest Unsecured Creditors

ALON USA: S&P Affirms Corporate Credit Ratings at 'B+'
AMADEUS TRUST: Hearing on Case Dismissal Set for June 2
AMCORE FINANCIAL: Fitch Withdraws 'D' Issuer Default Rating
ANDERSEN HARDWARE: Case Summary & 5 Largest Unsecured Creditors
ANPATH GROUP: Organizational Meeting to Form Panel on June 4

AUTHENTIC MEXICAN: Case Summary & 20 Largest Unsecured Creditors
BAINBRIDGE SHOPPING: Can Access Cash Collateral Until June 30
BAINBRIDGE SHOPPING: Unit Files Schedules of Assets and Debts
BARBARA COOKE: Voluntary Chapter 11 Case Summary
BCAC LLC: Bankruptcy Administrator Unable to Form Creditors Panel

BERNARD MADOFF: $15.5-Billion in Settlements Reportedly Reached
BLACK HORSE: Voluntary Chapter 11 Case Summary
BLOCKBUSTER INC: Restructuring Talks Hit Snag
BLOCKBUSTER INC: Board Backs Director Nominee Gary Fernandes
BRIARWOOD CAPITAL: Bankr. Ct. Sends RICO Suit to State Court

BRIGHT HORIZONS: Moody's Affirms 'B2' Corporate Family Rating
BRUNSWICK CORP: S&P Gives Positive Outlook; Affirms 'B-' Rating
CALVARY BAPTIST: U.S. Trustee Unable to Form Creditors Committee
CALVARY BAPTIST: Files Schedules of Assets and Liabilities
CAMTECH PRECISION: Section 341(a) Meeting Scheduled for June 25

CAPITOL CITY: Earns $120,000 for Q1; Bank Has FDIC Consent Order
CARLOS PEREZ: Case Summary & 15 Largest Unsecured Creditors
CHEM RX: U.S. Trustee Appoints Seven Members to Creditors Panel
CHEM RX: Files Amended List of 30 Largest Unsecured Creditors
CHEM RX: Taps Greenberg Traurig as Bankruptcy Counsel

CHEMTURA CORP: Judge Allows Morgan Lewis Fee for Probe
CITIGROUP INC: Admits Misclassifying Some Borrowings
CLASSICSTAR LLC: Trustee Wants $848,000 From Baker Hostetler
CNO FINANCIAL: Moody's Upgrades Rating on Bank Debt to 'B2'
COOPER-STANDARD: Emerges From Chapter 11 Restructuring

COYOTES HOCKEY: To Form Liquidation Trust for Unsecureds
CROWN HOLDINGS: S&P Assigns 'BB+' Rating on $1 Bil. Senior Loan
DENNY HECKER: Auction Draws Hundreds of Bidders
DIAGNOSTIC IMAGING: Moody's Reviews 'B2' Corporate Family Rating
DIETRICH'S SPECIALTY: Section 341(a) Meeting Scheduled for June 11

DIETRICH'S SPECIALTY: Wants June 7 Schedules Filing Deadline
DORMIN, LLC: Case Summary & 5 Largest Unsecured Creditors
DOUGLAS ANDERSEN: Case Summary & 20 Largest Unsecured Creditors
DUNMORE, PA: Exploring Distressed Program or Bankruptcy Options
ELECTRICAL COMPONENTS: S&P Raises Corporate Credit Rating to 'B'

ERICKSON RETIREMENT: Johnson County Seeks Payment of $1.7MM Taxes
EXECUTIVE GARDEN: Voluntary Chapter 11 Case Summary
FENDER MUSICAL: S&P Downgrades Corporate Credit Rating to 'B'
FIDELITY NATIONAL: Fitch Eyes Ratings Cut of Up to 2 Notches
FIS: Moody's Reviews 'Ba1' Corporate Family Rating

G. R. MANN: Case Summary & 20 Largest Unsecured Creditors
GENERAL GROWTH: Australian Mall Giant Westfield Won't Bid
GSI GROUP: Files Fourth Modified Chapter 11 Plan
HAROLD HULLE: Voluntary Chapter 11 Case Summary
HARRY CANTRELL: Case Summary & 20 Largest Unsecured Creditors

HAWAII MEDICAL: Bankruptcy Judge Confirms Reorganization Plan
HOLLYWOOD BEACH: Voluntary Chapter 11 Case Summary
HORIZON BANCORPORATION: Posts $1.9 Million Net Loss in Q1 2010
HSN INC: Moody's Upgrades Corporate Family Rating to 'Ba1'
IASIS HEALTHCARE: S&P Gives Positive Outlook; Affirms 'B' Rating

ILIAMNA LAKESHORE: Voluntary Chapter 11 Case Summary
INDUSTRIAL ENTERPRISES: Ex-CEOs Plead Not Guilty of Fraud
INTERPUBLIC GROUP: S&P Raises Corporate Credit Rating to 'BB'
INTROGEN THERAPEUTICS: Judge Gargotta Confirms Chapter 11 Plan
INX INC: Gets Credit Deal Waiver & Deficiency Notice From NASDAQ

JACKSON & PERKINS: Files Schedules of Assets & Liabilities
JAPAN AIRLINES: Receives Overwhelming Early Retirement Responses
JAPAN AIRLINES: Seeks August Extension of Plan Deadline
JAPAN AIRLINES: Shareholders Still Get Perks Despite Bankruptcy
JED PROPERTY: Case Summary & 3 Largest Unsecured Creditors

JEFFREY FAULKNER: Case Summary & 20 Largest Unsecured Creditors
JOHNSON PUBLISHING: Case Summary & 20 Largest Unsecured Creditors
JUDITH CARR: Case Summary & 20 Largest Unsecured Creditors
KB IN & OUT: Case Summary & 20 Largest Unsecured Creditors
KIC-1, L.L.C.: Case Summary & 10 Largest Unsecured Creditors

KT TERRAZA: Creditors Have Until June 1 to File Proofs of Claim
LANKERSHIM & VANOWEN: Case Summary & Largest Unsecured Creditor
LAURELWOOD GROUP: Case Summary & 20 Largest Unsecured Creditors
LEHMAN BROTHERS: Estate Sues JP Morgan to Recover $8.6-Bil.
LIBERTY HOME: Case Summary & 7 Largest Unsecured Creditors

LYONDELL CHEMICAL: Crude Units Hit by Fire; Repairs Underway
LYONDELL CHEMICAL: Equistar Sues Mitsubishi to Claim $409,000
MAPLE PARK: Case Summary & 20 Largest Unsecured Creditors
MARKETXT HOLDINGS: Former CEO Fights $25 Mil. Bankruptcy Judgment
MARY TAPLETT: Files List of 20 Largest Unsecured Creditors

MARY TAPLETT: Section 341(a) Meeting Scheduled for June 29
MARY TAPLETT: Wants to Hire Davitt Law as Bankruptcy Counsel
MOVIE GALLERY: Great American's GOB Sales to Last 10 Weeks
MOVIE GALLERY: Seeks July 31 Extension for Plan Exclusivity
MOVIE GALLERY: Wants Until Aug. 31 to Decide on Leases

NEFF CORP: Seeks Approval for Key Employee Incentive Plan
NORTH POINTE: Files Schedules of Assets & Liabilities
NORTH POINTE: Section 341(a) Meeting Scheduled for June 29
NORTH AMERICAN PETROLEUM: Drilling Dispute Prompted Filing
NORTH AMERICAN PETROLEUM: Enterra Energy Has $18.4MM Claim

NORTH AMERICAN PETROLEUM: Case Summary & Creditors List
NORTHEAST MAINE: Voluntary Chapter 11 Case Summary
ODYSSEY EMPLOYEE: Voluntary Chapter 11 Case Summary
OMNICARE INC: S&P Assigns 'BB' Preliminary Subordinated Rating
PATRICIA SESSOMS: Case Summary & 3 Largest Unsecured Creditors

PHILADELPHIA NEWSPAPERS: Allows Union Funds Voting Claims
PTM TECHNOLOGIES: Case Summary & 2 Largest Unsecured Creditors
PURADYN FILTER: Posts $269,067 Net Loss in Q1 Ended March 31
RAPHAEL VINCENTE: Voluntary Chapter 11 Case Summary
REMEDIAL (CYPRUS): Wins OK to Sell Assets to Creditors for $120M

RICHARD FUSCONE: Files Schedules of Assets and Liabilities
ROYAL SCYTHIAN: Case Summary & 5 Largest Unsecured Creditors
SAINT VINCENTS: Has Interim OK for Grant as Crisis Managers
SAINT VINCENTS: Prepetition Fee Disputes Erupt
SAINT VINCENTS: Proposes Togut as Conflicts Counsel

SAINT VINCENTS: Receives Final Nod to Honor Medicaid Agreements
SAINT VINCENTS: Sun Life Objects to Terms of Shattuck Retention
SAINT VINCENTS: Wins Interim Nod for Kramer Levin as Counsel
SAINT VINCENTS: Wins Nod to Pay Employee Obligations
SAINT VINCENTS: Wins Nod to Honor Resident Obligations

SAINT VINCENTS: Wins OK to Pay $15 Million Severance to Employees
SAND HILL: Case Summary & 8 Largest Unsecured Creditors
SANMINA-SCI CORP: S&P Raises Corporate Credit Rating to 'B'
SINCLAIR BROADCAST: S&P Puts 'B' Rating on CreditWatch Positive
SOUTHWESTERN ENERGY: Moody's Reviews 'Ba2' Corporate Family Rating

STATION CASINOS: Fertitta Family Places Bet on Debt Plan
STEVE MCKENZIE: Court Weighs Whether to Restore Interests
STRATUS MEDIA: Posts $3.9 Million Net Loss in Q1 2010
SUGIARTI WIRYADIMEJO: Voluntary Chapter 11 Case Summary
SUMNER REGIONAL: Wants to Sell Assets; Submits Bidding Procedures

SUN HEALTHCARE: Company Split Won't Affect Moody's 'B1' Rating
SUNSET 7: Case Summary & Largest Unsecured Creditor
SUNSET III: Case Summary & xx Largest Unsecured Creditors
SYMBION INC: S&P Downgrades Corporate Credit Rating to 'B-'
T.D. BISTRO: Files for Chapter 11 Protection

TCADM PROPERTIES: Case Summary & 6 Largest Unsecured Creditors
TEXAS HILL: U.S. Trustee Form 5-Member Creditors Committee
TEXAS HILL: Files Schedules of Assets and Liabilities
TEXAS RANGERS: Nearly Max Out Team Credit Card
TEXAS RANGERS: Passed on Higher Sale Deal, Lenders Say

THINKFILM LLC: Trustee Wants to Access Bergsteins' Record
TITAN INTERNATIONAL: Posts Results of Tender Offer
TOYS 'R' US: Fitch Upgrades Issuer Default Rating to 'B'
TRIDIMENSION ENERGY: Files for Chapter 11 Reorganization
UAL CORP: Congress Demands More Merger Info From UAL/Continental

UAL CORP: Files With SEC Prospectuses on Proposed Merger
UNITED STATES: Judge Teel Dismisses Involuntary Petition
USEC INC: Toshiba & Babcock Deal Won't Move S&P's 'CCC+' Rating
VALCOM INC: Posts $1.1 Million Net Loss in Q2 Ended March 31
VISTEON CORP: Amends Plan to Note of Alternative Proposals

VISTEON CORP: Court Adjourns Plan Outline Hearing to June 14
VISTEON CORP: JCI Offer Shows Greater Value, Say Shareholders
WARREN 8: Case Summary & 20 Largest Unsecured Creditors
WESTGATE PROPERTIES: Case Summary & 14 Largest Unsecured Creditors
YREKA RV: Case Summary & 9 Largest Unsecured Creditors

* BOOK REVIEW: Voluntary Assignments for the Benefit of Creditors,
               Volumes I and II


                            *********


96 MT. TIBURON: Case Summary & 7 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: 96 Mt. Tiburon LLC
        29 Liberty Dock
        Sausalito, CA 94965

Bankruptcy Case No.: 10-11980

Chapter 11 Petition Date: May 25, 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

Estimated Assets: $0 to $50,000

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

A list of the Company's 7 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/canb10-11980.pdf

The petition was signed by Alton Anderson Lomas, managing member.



A-NGAE1 LLC: Files Schedules of Assets & Liabilities
----------------------------------------------------
A-NGAE1, 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                      $14,620,320
B. Personal Property                       $1,500
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                      $9,900,000
E. Creditors Holding
   Unsecured Priority
   Claims                                                      $0
F. Creditors Holding
   Unsecured Non-priority
   Claims                                                      $0
                                      -----------     -----------
      TOTAL                           $14,621,820      $9,900,000

Las Vegas, Nevada-based A-NGAE1, LLC, and its affiliates, filed
for Chapter 11 bankruptcy protection on May 12, 2010 (Bankr. D.
Nev. Case No. 10-18719).  Georganne W. Bradley, Esq., at Kaempfer
Crowell Et Al., assists the Company in its restructuring effort.
The Company listed $10,000,001 to $50,000,000 in assets and
$1,000,001 to $10,000,000 in liabilities.


A-NGAE1 LLC: Section 341(a) Meeting Scheduled for July 1
--------------------------------------------------------
The U.S. Trustee for Region 17 will convene a meeting of A-NGAE1,
LLC's creditors on July 1, 2010, at 1:00 p.m.  The meeting will be
held at 300 Las Vegas Boulevard, South, Room 1500, Las Vegas, NV
89101.

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

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

Las Vegas, Nevada-based A-NGAE1, LLC, and its affiliates filed for
Chapter 11 bankruptcy protection on May 12, 2010 (Bankr. D. Nev.
Case No. 10-18719).  Georganne W. Bradley, Esq., at Kaempfer
Crowell Et Al., assists the Company in its restructuring effort.
The Company listed $10,000,001 to $50,000,000 in assets and
$1,000,001 to $10,000,000 in liabilities.

These affiliates filed separate Chapter 11 petitions:


A.B.C. LEARNING: Files for Chapter 15 Protection
------------------------------------------------
ABC Developmental Learning Centres Pty. Ltd. has sought bankruptcy
protection from creditors in the U.S. after initiating similar
proceedings in Australia.

The Company filed its Chapter 15 petition in Wilmington Delaware,
(Bankr. D. Del. Case No. 10-11711).  Joel A. Waite, Esq., at
Young, Conaway, Stargatt & Taylor, represents the Debtor in the
Chapter 15 case.  ABC listed debts and assets of $100 million to
$500 million.

An affiliate, A.B.C. USA Holdings Pty Ltd., filed a separate
Chapter 15 petition, also listing assets and debts of at least
$100 million.

                         About ABC Learning

Based in Australia, ABC Learning Centers Limited (ASX: ABS) --
http://www.childcare.com.au/-- provides childcare services and
education in more than 1,200 centers in Australia, New Zealand,
the United States and the United Kingdom.  On January 26, 2007, it
acquired La Petite Holdings Inc.  On February 2, 2007, it acquired
Forward Steps Holdings Ltd. On March 23, 2007, it acquired
Children's Gardens LLP.  In September 2007, the Company purchased
the Nursery division (Leapfrog Nurseries) from Nord Anglia
Education PLC.  In June 2008, the Company completed the sale of a
60% stake in its United States business to Morgan Stanley Private
Equity.

                           *     *     *

As reported in the Troubled Company Reporter-Asia Pacific on
November 6, 2008, ABC Learning Centers Limited appointed
Peter Walker and Greg Moloney of Ferrier Hodgson as voluntary
administrators of the company and a number of its subsidiaries.

Subsequent to the appointment of administrators, the company's
banking syndicate appointed Chris Honey, Murray Smith and John
Cronin of McGrathNicol as receivers.


A.B.C. LEARNING: Chapter 15 Case Summary
----------------------------------------
Chapter 15 Petitioner: Peter Walker

Chapter 15 Debtor: A.B.C. Learning Centres Limited (Administrators
                   appointed)(Receivers and Managers appointed)
                   43 Metroplex Avenue
                   Murarrie, Queensland 4172
                   Australia

Chapter 15 Case No.: 10-11711

Type of Business: The Debtor is an Australian company that
                  provides child care services. They operate in
                  Australia, New Zealand, United Kingdom and
                  United States.

Chapter 15 Petition Date: May 26, 2010

Court: U.S. Bankruptcy Court
       District of Delaware (Delaware)

Judge: Kevin Gross

Debtor's Counsel: Joel A. Waite, Esq.
                  Young, Conaway, Stargatt & Taylor
                  The Brandywine Building
                  1000 West Street, 17th Floor
                  P.O. Box 391
                  Wilmington, DE 19899-0391
                  Tel: (302) 571-6600
                  Fax: (302) 571-0453
                  E-mail: bankfilings@ycst.com

Estimated Assets: More than $100,000,000

Estimated Debts: More than $100,000,000

The Debtor did not file its list of largest unsecured creditors
when it filed its petition.

Debtor-affiliates filing separate Chapter 15 petition:

        Entity                           Case No.    Petition Date
        ------                           --------    -------------
A.B.C USA holdings Pty Limited           10-11712    05/26/10
(Administrators appointed)(Receivers
and Managers appointed)
  Assets: More than $100,000,000
  Debts: More than $100,000,000


ABITIBIBOWATER INC: Proposes to Sell Marshal Sawmill for $4.1MM
---------------------------------------------------------------
AbitibiBowater Inc. and its units ask the Bankruptcy Court to
allow Bowater Incorporated to sell its currently dormant sawmill
operation in Marshall County, Alabama, to Progress Rail Services
Corporation for $4,100,000, free and clear of all liens, claims
and interests.

The $4,100,00 purchase price consist of a $205,000 earnest money
deposit and the $3,895,000 balance is payable at closing.

The Assets for sale consist of 107.5 acres of industrial
property, including buildings, infrastructure, sawmill equipment,
spare parts and mobile equipment.  It includes approximately 32.5
acres of land held in fee simple, plus 75 acres of land and a
sawmill operation held under two industrial development board
leases.

The Sawmill was originally built in 1976, underwent major
upgrades in 1981, 1989, 1996 and 2001, and has rail siding for
lumber shipment.  It has been idled in 2008 and permanently
closed in November 2009.

The Debtors have made the decision to sell the Sawmill
(1) because its purpose is no longer served as the Debtors have
been the process of divesting their timberlands before the
Petition Date, and (2) because it has not been producing revenue
since 2005.

The Assets have been marketed to about 25 to 30 parties over the
past 18 months, according to Sean T. Greecher, Esq., at Young
Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware.
Accordingly, Bowater executed a contract with Progress Rail for
the sale of the Assets.

Bowater is the fee simple owner of certain of the real property
being sold and the Industrial Development Board of the City of
Albertville, Alabama, is the fee simple owner of the remainder of
the real property subject to the leasehold estate in favor of
Bowater.  Under the Sale Contract, Bowater agrees to secure
conveyance of AIDB's fee-simple interest in the real property and
subsequently convey all real and personal property to Progress
Rail, free and clear of all claims from AIDB.

The closing of the Sale is contemplated to occur within 45 days
after the Bankruptcy Court approves the Sale Contract.

Kent Cumberton, director of the U.S. Wood Products division of
AbitibiBowater Inc., related in a declaration to the Court that
all negotiations with Progress Rail were conducted at arm's
length and in good faith.  He further asserted that the request
should be granted as it is a matter of sound business judgment on
the Debtors' part.

The Debtors expect to save about $40,000 to $50,000 per month in
carrying costs for security, electricity and maintenance, if the
sale is approved.

                    Wachovia Bank Comments

The Debtors' counsel noted that the Debtors received informal
comments from Wachovia Bank, N.A., subsequent to the filing of
the Marshal County Sawmill Sale Motion.  Accordingly, the parties
agreed on a revised proposed form of the sale order to resolve
Wachovia's concerns.

A blacklined copy of the Proposed Order is available for free at:

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

                     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: Proposes Togut Segal as Conflicts Counsel
-------------------------------------------------------------
AbitibiBowater Inc. and its units ask U.S. Bankruptcy Judge Kevin
Carey to authorize Bowater Canada Finance Corporation to employ
Togut, Segal & Segal LLP as conflicts counsel, nunc pro tunc to
April 30, 2010.

The Debtors seek the employment of Togut Segal in light of an
apparent intercompany conflict between BCFC and its parent,
Bowater Incorporated, that they identified.

BCFC is a wholly owned subsidiary of Bowater organized as an
'unlimited liability company' under Nova Scotia law.  A ULC
creates a "hybrid" pass through structure where the ULC's
shareholders may be liable pursuant to Nova Scotia law for the
ULC's liabilities upon its winding up, even though the ULC takes
the form of a corporation.

BCFC issued notes in the principal amount of $600 million
pursuant to that certain indenture for the 7.95% notes due 2011
dated as of October 31, 2001 among BCFC as issuer, Bowater as
guarantor, and the Bank of New York as trustee.  The BCFC Notes
remain outstanding.

In this light, the Debtors believe that engaging a conflict
counsel at this time to represent BCFC in connection with any
claims BCFC may have against Bowater from the BCFC Notes is in
the best interests of the Debtors' estates.

As conflicts counsel, Togut Segal is expected to:

  (1) for only the matters the Togut Firm is handling, advise
      BCFC regarding its powers and duties as a debtor-in-
      possession in those matters;

  (2) attend meetings and negotiate with representatives of
      creditors and other parties-in-interest;

  (3) prepare on BCFC' s behalf proofs of claim, motions,
      applications, adversary proceedings, answers, orders,
      reports and papers necessary to the matters the Togut Firm
      is handling;

  (4) appear before the Court and any appellate courts and
      protect the interests of BCFC's estate before the Courts;
      and

  (5) perform other necessary legal services as may be requested
      and provide other necessary legal advice to BCFC in
      connection with these Chapter 11 Cases.

The Togut Firm will perform these duties to BCFC on matters which
may arise where Paul Weiss Rifkind Wharton & Garrison LP or the
Debtors' other retained professionals cannot perform such
services.

The Debtors are mindful of the need to avoid duplication of
services and thus, assure the Court that appropriate procedures
will be implemented to ensure that there is minimal duplication
of effort as a result of Togut Segal's role as conflicts counsel.

The primary members of the Togut Firm who will be handling the
matter and their current standard hourly rates are:

           Partners                 $800 to $935
           Associates & Counsel     $275 to $720
           Paralegals & Law Clerks  $155 to $285

The Debtors propose to pay the Togut Firm according to the firm's
customary fees and reimburse the firm for its necessary expenses.

Albert Togut, Esq., a senior member of the Togut Firm, assures
the Court that his firm is a disinterested person as that term is
defined in Section 101(14) of the Bankruptcy Code, as modified by
Section 1107(b) of the Bankruptcy Code.

                     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: Sells Non-Core Assets to Canada Inc.
--------------------------------------------------------
U.S. Bankruptcy Judge Kevin Carey authorized and approved the
execution of Abitibi- Consolidated Inc. and Abitibi Consolidated
Company of Canada, as vendors, of an indenture with 4513451 Canada
Inc., as purchaser, and the completion of all the transactions
contemplated in the Indenture.

The Abitibi Group currently own "non-core" properties situated in
the Province of Newfoundland and Labrador, which are (i) subject
to potential environmental liability exposure, (ii) not required
for future operations, and (iii) in any event, of little utility
as a result of their "Environmental Exposure" status.
Specifically, the Non-Core Properties consist of:

  (a) the site of a former shipping terminal and related
      facilities situated in Botwood, closed in February 2009;
      and

  (b) the site of a newsprint mill situated in Stephenville,
      idled in October 2005 and closed in December 2005.

All rights, title and interest in and to the Properties, as
Purchased Assets, will vest absolutely and exclusively in and
with the Purchaser, free and clear of and from any claims,
liabilities and obligations.

The Order does not make inapplicable any obligation under any
enactment of the Province of Newfoundland and Labrador that the
Vendors or the Purchaser may have by virtue of becoming the owner
or operator of the Purchased Assets.

             Monitor Recommends Approval of Sale

In its 39th Monitor Report, Ernst & Young, Inc., as monitor in
the CCAA Proceedings, said that it is of the view that the Sale
is "consistent with the [CCAA Applicants'] overall restructuring
initiatives, including disposing of non-strategic assets and
reducing carrying costs."

If ownership of the Non-Core Properties is not transferred to
another entity prior to emergence from the CCAA Proceedings, the
CCAA Applicants will be burdened with potential environmental
liabilities associated with the Non-Core Properties after
emergence, E&Y Senior Vice President Alex Morrison contends.

A full-text copy of E&Y's 39th Monitor Report is available for
free at http://bankrupt.com/misc/CCAA_39thMonitorReport.pdf

                     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).


ADELPHIA COMMS: Jones Day Victorious on $4.3 Billion Appeal
-----------------------------------------------------------
The Second Circuit Court of Appeals unanimously affirmed the
dismissal of $4.3 billion in claims that the Adelphia Recovery
Trust asserted against 430 lending institutions represented by
Jones Day in the case Adelphia Recovery Trust v. Bank of America
N.A., et al.

The dismissed claims include bankruptcy claims under federal law
for fraudulent transfer, preference, equitable subordination and
equitable disallowance.

In its summary order, the Court of Appeals ruled that the Adelphia
Recovery Trust's arguments for reinstatement of the bankruptcy
claims were "without merit."

"We are pleased that the Second Circuit quickly disposed of these
claims, affirming the careful and well-reasoned District Court
decision dismissing all claims against our clients," said Richard
Wynne, a partner in the Los Angeles office of Jones Day, and
leader of the Jones Day team that represented the 430 lending
institutions on appeal.

Mr. Wynne has represented the non-agent lender group since 2003,
shortly after the Adelphia creditors' committee filed suit against
those lending institutions that had participated in or purchased
secured debt in any of six Adelphia prepetition credit agreements.
In the Adelphia bankruptcy case, all lenders were paid in full
with interest, subject to the claims in this lawsuit.

The creditors' committee, which was succeeded by the Adelphia
Recovery Trust, asserted the bankruptcy claims at issue on appeal
against each of the more than 400 lending institutions and funds.
Jones Day represented the majority of these so-called "non-agent
lenders" on appeal.  The creditors' committee also brought a
broader scope of claims, which included both the bankruptcy claims
on appeal as well as tort claims, against those lending
institutions that had acted as agents under the credit facilities.
Yesterday's Second Circuit ruling affirmed the dismissal of all
bankruptcy claims against all lending institutions.

The Second Circuit heard argument on the appeal on May 18, 2010.
Mr.

Wynne argued on behalf of the non-agent lenders, and Phillip Anker
of Wilmer Cutler Pickering Hale and Dorr argued on behalf of
certain other lenders party to the appeal.  David Friedman of
Kasowitz, Benson, Torres & Friedman LLP argued on behalf of the
Adelphia Recovery Trust.

The non-agent lender group was represented on appeal by Richard
Wynne, Bennett Spiegel, Todd Geremia, Erin Brady, Laura Thomas,
Victoria Dorfman and Stacie Torres. Additional support was
provided by paralegal Susan Perry.

                   About Adelphia Communications

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

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

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


ADVANCED MEDIA: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Advanced Media Design, Inc.
        667 Rancho Conejo Boulevard
        Newbury Park, CA 91320

Bankruptcy Case No.: 10-16245

Chapter 11 Petition Date: May 25, 2010

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

Judge: Geraldine Mund

Debtor's Counsel: Peter T. Steinberg, Esq.
                  Steinberg, Nutter and Brent
                  23801 Calabasas Rd Ste 2031
                  Calabasas, CA 91302
                  Tel: (818) 876-8535
                  Fax: (818) 876-8536
                  E-mail: mr.aloha@sbcglobal.net

Scheduled Assets: $2,728,618

Scheduled Debts: $5,272,521

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb10-16245.pdf

The petition was signed by Stephen Villoria, president and CEO.



ALON USA: S&P Affirms Corporate Credit Ratings at 'B+'
------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit ratings on both Dallas-based Alon USA Energy Inc and Alon
Refining Krotz Springs Inc. and removed them from CreditWatch,
where it was placed with negative implications on March 9, 2010.
The outlook is negative.

S&P lowered the issue-level rating on Alon Krotz Springs'
$216.5 million senior secured notes to 'B+' (the same as the
corporate credit rating) from 'BB'.  S&P revised the recovery
rating to '3', indicating S&P's expectation of meaningful (50%-
70%) recovery, from '1'.  The issue-level rating on Alon USA's
term loan B remains at 'BB-' (one notch above the corporate credit
rating).  The recovery rating on this debt remains at '2'
indicating S&P's expectation of a substantial (70%-90%) recovery.

"The affirmation of S&P's corporate credit ratings on Alon USA and
Alon Krotz Springs reflects the additional financial flexibility
following various steps Alon USA has taken to support the
company's liquidity," said Standard & Poor's credit analyst Aniki
Saha-Yannopoulos.  The affirmation also takes into account
currently improved refining margins and price differentials, and
the expectation that Alon USA should benefit and generate cash
flow once both the refineries are fully operational by the end of
May.

The negative outlook reflects the downward pressure refining
margins and crude oil differentials are placing on Alon USA and
Alon Krotz Springs' financial performance, and uncertainty about
when industry trends will improve.  At the current ratings and
outlook, if refining margins worsen over the summer season, S&P
will consider a downgrade for both Alon USA and Alon Krotz
Springs.

In addition, S&P could revisit the ratings of Alon Krotz Springs
if S&P perceives that the parents' support toward Krotz Springs
has weakened, either due to vulnerable operating conditions at the
parents or an unexpected event at Krotz Springs.  If the companies
show strong performance in the second and third quarter,
benefiting from stronger refining margins and fully utilized
refineries and higher asphalt margins, S&P may consider revising
the outlook to stable.


AMADEUS TRUST: Hearing on Case Dismissal Set for June 2
-------------------------------------------------------
The Hon. Alan M. Ahart of the U.S. Bankruptcy Court for the
Central District of California will consider at a hearing on
June 2, 2010, at 10:30 a.m., the request to dismiss or convert of
the Chapter 11 case of Amadeus Trust LLC, to one under Chapter 7
of the Bankruptcy Code.  The hearing will be held at Courtroom
1375, 255 E Temple St., Los Angeles, California.

Peter C. Anderson, U.S. Trustee for Region 16, sought for the
dismissal of the Debtor's case because:

   -- the petition was filed by a Company without an attorney
      which violates the Local Bankruptcy Code; and

   -- the Debtor failed to comply with the requirements of the
      U.S. Trustee by failing to, among other things, file its
      schedules of assets and liabilities and statement of
      financial affairs.

Pacific Palisades, California-based Amadeus Trust LLC filed for
Chapter 11 bankruptcy protection on April 15, 2010 (Bankr. C.D.
Calif. Case No. 10-24450).  The Company estimated its assets and
debts at $10,000,001 to $50,000,000.


AMCORE FINANCIAL: Fitch Withdraws 'D' Issuer Default Rating
-----------------------------------------------------------
Fitch Ratings has withdrawn all outstanding ratings of Amcore
Financial Inc. and its subsidiary, AMCORE Bank, N.A.

Fitch downgraded AMFI's Issuer Default Ratings to 'D' from 'C' on
April 26, 2010 subsequent to the Federal Deposit Insurance
Corporation's action of placing AMFI's banking subsidiary, AMCORE
Bank, N.A., into receivership.  Fitch will no longer provide
ratings or analytical coverage of AMFI or AMCORE Bank N.A.

Fitch has withdrawn these ratings:

AMFI

  -- Long-term IDR 'D';
  -- Short-term IDR 'D';
  -- Individual 'F';
  -- Support '5';
  -- Support Floor 'NF'.

AMCORE Bank, N.A.

  -- Long-term IDR 'D';
  -- Short-term IDR 'D';
  -- Individual 'F';
  -- Long-term deposits 'CC/RR3';
  -- Short-term deposits 'C';
  -- Support '5';
  -- Support Floor 'NF'.


ANDERSEN HARDWARE: Case Summary & 5 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Andersen Hardware, Inc.
        aka Front Range Exchange, LLC
        4104 East Jefferson Avenue
        Wellington, CO 80549

Bankruptcy Case No.: 10-22880

Chapter 11 Petition Date: May 25, 2010

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: Elizabeth E. Brown

Debtor's Counsel: Aaron A. Garber, Esq.
                  303 E. 17th Ave.
                  Ste. 500
                  Denver, CO 80203
                  Tel: (303) 832-2400
                  E-mail: aag@kutnerlaw.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 5 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cob10-22880.pdf

The petition was signed by Douglas D. Andersen, vice president.


ANPATH GROUP: Organizational Meeting to Form Panel on June 4
------------------------------------------------------------
Roberta A. DeAngelis, Acting United States Trustee for Region 3,
will hold an organizational meeting on June 4, 2010, at 1:00 p.m.
in the bankruptcy case of Anpath Group, Inc.  The meeting will be
held at J. Caleb Boggs Federal Building, 844 King Street, Room
2112, 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.

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

The Company filed for Chapter 11 bankruptcy protection on May 20,
2010 (Bankr. D. Del. Case No. 10-11652).  Mark E. Felger, Esq., at
Cozen O'Connor, assists the Company in its restructuring effort.
The Company listed $1,548,646 in assets and $3,536,825 in
liabilities.


AUTHENTIC MEXICAN: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Authentic Mexican, Inc.
          fdba Authentico, Inc.
        711 Executive Boulevard, Suite C
        Valley Cottage, NY 10989
        Tel: (845) 268-7362

Bankruptcy Case No.: 10-23035

Chapter 11 Petition Date: May 26, 2010

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

Judge: Robert D. Drain

Debtor's Counsel: Robert C. Yan, Esq.
                  Farrell Fritz, P.C.
                  1320 RexCorp Plaza
                  Uniondale, NY 11556-1320
                  Tel: (516) 227-0700
                  Fax: (516) 227-0777
                  E-mail: ryan@farrellfritz.com

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

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

A copy of the Company's list of 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/nysb10-23035.pdf

The petition was signed by Frank Casciari, president.


BAINBRIDGE SHOPPING: Can Access Cash Collateral Until June 30
-------------------------------------------------------------
The Hon. Erik P. Kimball of the U.S. Bankruptcy Court for the
Southern District of Florida authorized, on an interim basis,
Bainbridge Shopping Center II, LLC, to access cash securing loans
from the lender and the special servicer until June 30, 2010.

A final hearing on the Debtor's continued cash collateral use will
be held on July 1, 2010, at 1:30 p.m. at the Bankruptcy Court,
1515 N. Flagler Drive, Room 801, Courtroom B, West Palm Beach,
Florida.

The Debtor is indebted to Bank of America, trustee of the
Registered Certificateholders of Bear Stearns Commercial Mortgage
Securities Trust Series 2007-PWR and C-III Asset Management LLC
fka Centerline Servicing Inc.   The principal indebtedness due and
owing under the note as of the petition date is $45,647,257 plus
prepetition interest in the amount of $1,575,996 and fees and
other costs, including late charges and attorney's fee.

The Debtor would use the cash collateral to fund the operation of
the Marketplace at Four Corners shopping center located in Aurora,
Ohio.

The Court authorized the Debtor to manage the property through
MJM Property Management and Development, LLC.

The Court also ruled that MJM is authorized:

   -- to use not more than $270,346 of cash collateral to fund the
      tenant improvements; and

   -- to use $154,272 of cash collateral for operational purposes.

The Court also said that all tenant rent payments will still be
made into the lockbox.

As adequate protection for any diminution in value of the lender's
collateral, the Debtors will grant the lender (i) the authority to
apply excess cash collateral; (ii) a lien to secure an amount of
the lender's prepetition claims in all postpetition property of
the Debtor; and (iii) a superpriority administrative claim.

                    About Bainbridge Shopping

Jupiter, Florida-based Bainbridge Shopping Center II, LLC, owns
and operates the Marketplace at Four Corners shopping center in a
southeastern suburb of Cleveland, Ohio.  The Company filed for
Chapter 11 bankruptcy protection on April 11, 2010 (Bankr. S.D.
Fla. Case No. 10-19383).  Arthur J. Spector, Esq., who has an
office in Ft. Lauderdale, Florida, 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, John R. McGill, filed a separate Chapter
11 petition on May 15, 2009 (Case No. 09-19425).


BAINBRIDGE SHOPPING: Unit Files Schedules of Assets and Debts
-------------------------------------------------------------
John R. McGill, a debtor-affiliate of Bainbridge Shopping Center
II, LLC, filed with the U.S. Bankruptcy Court for the Southern
District of Florida its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $5,779,103
  B. Personal Property           $12,837,260
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $11,612,929
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                      $128,308,683
                                 -----------      -----------
        TOTAL                    $18,616,363     $139,921,612

In a separate filing, Bainbridge Shopping amended its schedules of
assets and liabilities, disclosing total assets of $96,245 and
total liabilities of $46,685,624.

Jupiter, Florida-based Bainbridge Shopping Center II, LLC, owns
and operates the Marketplace at Four Corners shopping center in a
southeastern suburb of Cleveland, Ohio.  The Company filed for
Chapter 11 bankruptcy protection on April 11, 2010 (Bankr. S.D.
Fla. Case No. 10-19383).  Arthur J. Spector, Esq., who has an
office in Ft. Lauderdale, Florida, 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, John R. McGill, filed a separate Chapter
11 petition on May 15, 2009 (Case No. 09-19425).


BARBARA COOKE: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Barbara J. Cooke
        P.O. Box 2133
        Lake City, FL 32056

Bankruptcy Case No.: 10-04499

Chapter 11 Petition Date: May 25, 2010

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

Debtor's Counsel: Andrew J. Decker, III, Esq.
                  P.O. Drawer 1288
                  Live Oak, FL 32064-1288
                  Tel: (386) 364-4440
                  Fax: (386) 364-4508
                  E-mail: decklaw@windstream.net

Scheduled Assets: $368,170

Scheduled Debts: $2,056,266

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

The petition was signed by Barbara J. Cooke.


BCAC LLC: Bankruptcy Administrator Unable to Form Creditors Panel
-----------------------------------------------------------------
The Office of the U.S. Bankruptcy Administrator for the Middle
District of North Carolina notified the Bankruptcy Court that it
was unable to appoint an official committee of unsecured creditors
in the Chapter 11 case of BCAC, LLC.

The Bankruptcy Administrator explained that there were
insufficient indications of willingness from the unsecured
creditors to serve in the committee.

Brookfield, Wisconsin-based BCAC, LLC, owns a 204-unit multi-
family apartment complex at 23 Hiltin Place, Greensboro, Guilford
County, North Carolina, which property is known as Park Place
Apartments.

The Company filed for Chapter 11 bankruptcy protection on
April 15, 2010 (Bankr. M.D. N.C. Case No. 10-10709).  Christine L.
Myatt, Esq., who has an office in Greensboro, North Carolina,
assists the Company in its restructuring effort.  The Company
estimated its assets and debts at $10,000,001 to $50,000,000.


BERNARD MADOFF: $15.5-Billion in Settlements Reportedly Reached
---------------------------------------------------------------
The Wall Street Journal reports that a lawyer representing non-
U.S. investors said on Tuesday that private settlements worth
about $15.5 billion were reached with commercial banks and other
institutions that channeled their funds to Bernard Madoff.  Madrid
lawyer Javier Cremades said at a news conference on Tuesday that
an "alliance" of about 60 law firms representing victims of the
Madoff fraud in Europe, Latin America and Israel had reached
settlements over the past year with about 20 banks located in
France, Spain, Portugal and Germany (including Spain's Banco
Santander SA), WSJ reported.

But the announcement, according to The Journal, was met with
skepticism by some banks and other attorneys working on Madoff-
related litigation.  "We are a bit surprised by the announcement
and also by the figures," WSJ quoted Edouard Fremault, a senior
analyst at European shareholder-rights group Deminor
International, which is advising about 1,200 investors who lost
money in Mr. Madoff's scam, most of which are in Europe.

Of the $15.5 billion figure cited by Mr. Cremades, "we are a bit
skeptical," Mr. Fremault told WSJ.  "We haven't heard here in
Europe of a massive settlement involving thousands and thousands
of investors," Mr. Fremault added.  Deminor advises investors
across Europe, including in Italy, Belgium, Netherlands and
France.

                      About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L.
Madoff orchestrated the largest Ponzi scheme in history, with
losses topping US$50 billion.

On December 15, 2008, the Honorable Louis A. Stanton of the
U.S. District Court for the Southern District of New York granted
the application of the Securities Investor Protection Corporation
for a decree adjudicating that the customers of BLMIS are in need
of the protection afforded by the Securities Investor Protection
Act of 1970.  The District Court's Protective Order (i) appointed
Irving H. Picard, Esq., as trustee for the liquidation of BLMIS,
(ii) appointed Baker & Hostetler LLP as his counsel, and (iii)
removed the SIPA Liquidation proceeding to the Bankruptcy Court
(Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.).

On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893).  The case is before Hon. Burton Lifland.  The
petitioning creditors -- Blumenthal & Associates Florida General
Partnership, Martin Rappaport Charitable Remainder Unitrust,
Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert
$64 million in claims against Mr. Madoff based on the balances
contained in the last statements they got from BLMIS.

On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751).

The Chapter 15 case was later transferred to Manhattan.  In June
2009, Judge Lifland approved the consolidation of the Madoff SIPA
proceedings and the bankruptcy case.

Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to
150 years of life imprisonment for defrauding investors in
United States v. Madoff, No. 09-CR-213 (S.D.N.Y.)


BLACK HORSE: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: The Black Horse Inc.
        2254 Atlantic Highway, Route 1
        Lincolnville, ME 04849

Bankruptcy Case No.: 10-10842

Chapter 11 Petition Date: May 25, 2010

Court: U.S. Bankruptcy Court
       District of Maine (Bangor)

Debtor's Counsel: D. Sam Anderson, Esq.
                  Bernstein Shur Sawyer & Nelson
                  100 Middle Street, West Tower
                  Portland, ME 04101
                  Tel: (207) 774-1200
                  Fax: (207) 774-1127
                  E-mail: sanderson@bernsteinshur.com

Estimated Assets: $0 to $50,000

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

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

The petition was signed by Richard Baltou, president.


BLOCKBUSTER INC: Restructuring Talks Hit Snag
---------------------------------------------
The Wall Street Journal reports that Blockbuster Inc.'s effort to
reduce its debt load of more than $900 million has hit a snag over
how much investors would pump into the struggling chain.

Mike Spector at The Journal relates people familiar with the
discussions said that one group of bondholders has offered to wipe
out the $300 million in debt owed them in exchange for the "lion's
share" of new equity in a retooled company.  These bondholders,
who are at the back of the line for repayment, would also get
$125 million of new debt with lenient repayment terms for
Blockbuster.  But those discussions have bogged down of late, as
the two sides debate how much new money Blockbuster needs to fund
its business.  The bondholders have proposed investing around $30
million, but Blockbuster wants $100 million, the people said
according to WSJ.

According to The Journal, a person familiar with the talks said
Blockbuster is also talking to a separate group of bondholders
owed roughly $630 million about canceling amortization payments
for an extended stretch.  Those payments run more than $20 million
a quarter.  Those bondholders, who rank highest in the company's
debt-payment pecking order, want a good chunk of equity in
Blockbuster in exchange for giving up those payments, the report
added.

                      About Blockbuster Inc.

Blockbuster Inc. is a global provider of rental and retail movie
and game entertainment. The company provides customers with
convenient access to media entertainment anywhere, any way they
want it - whether in-store, by-mail, through vending kiosks or
digitally to their homes and mobile devices. With a highly
recognized brand and a library of more than 125,000 movie and game
titles, Blockbuster leverages its multichannel presence to serve
nearly 47 million global customers annually. The company may be
accessed worldwide at http://www.blockbuster.com/

Blockbuster Inc. filed its quarterly report on Form 10-Q, showing
a net loss of $65.4 million on $939.4 million of revenue for the
thirteen weeks ended April 4, 2010, compared with net income of
$27.7 million on $1.086 billion of revenue for the thirteen weeks
ended April 5, 2009.

The Company's balance sheet as of April 4, 2010, showed
$1.319 billion in assets and $1.693 billion of liabilities, for a
stockholders' deficit of $374.2 million.

PricewaterhouseCoopers LLP, in Dallas, expressed substantial doubt
about the Company's ability to continue as a going concern
following Blockbuster's 2009 results.

Blockbuster warned in March 2010 it could be forced to seek
bankruptcy protection as part of a debt overhaul. It has closed
470 stores through April.


BLOCKBUSTER INC: Board Backs Director Nominee Gary Fernandes
------------------------------------------------------------
The Board of Directors of Blockbuster Inc. offered its support for
Gary J. Fernandes, former vice chairman of Electronic Data Systems
Corporation and the latest candidate on the company's slate of
director nominees to be baselessly targeted by Greg Meyer, who is
pursuing an ill-conceived proxy contest to get himself elected to
the Blockbuster Board.

"Gary has an impressive record of business accomplishments and
more valuable experience than Meyer," said Ed Bleier, Chairman of
the Board's Nominating/Corporate Governance Committee at
Blockbuster.  "Gary has an extensive background in technology and
services, including his current service as a director of CA
Technologies -- the leading independent IT software and service
company and a key player in cloud computing -- and BancTec, Inc.,
a global leader in processing technology.  He has a long history
as both a senior executive and director of public companies -- an
area where Mr. Meyer has no experience.  It is clear that
technology will play a large role in Blockbuster's future as we
have expanded from stores into digital downloads, mail services,
and automated retail kiosks, and Gary has been and will continue
to be a great help to the Board and management in pursuing
opportunities in these areas."

Since his retirement as Vice Chairman from Electronic Data Systems
Corporation in 1998, Mr. Fernandes founded Convergent Partners, a
venture capital fund focusing on buyouts of technology-enabled
companies. He has served as Chairman of FLF Investments, a
privately-held entity involved with the acquisition and management
of commercial real estate properties and other assets, since 1999.
In addition, from 2000 to 2001, Mr. Fernandes served as Chairman
and CEO of GroceryWorks.com, an internet grocery fulfillment
company.  He is also a member of the board of governors of the
Boys & Girls Clubs of America and Trustee for the O'Hara Trust and
the Hall-Voyer Foundation.

"In his latest proxy filing, Meyer offers nothing constructive or
helpful," said Mr. Bleier.  "He repeats his overly simplistic
observations which only demonstrate a lack of understanding about
the complex challenges Blockbuster faces.  He has not offered any
meaningful, concrete suggestions about what he would do
differently if on the Blockbuster Board.  Quite the opposite, his
latest attack -- on Gary this time -- further convinces us that he
would only serve as a disruptive force on the Board.  His
references to unproven allegations in prior lawsuits are reckless
and irrelevant, and all claims against Gary and Jim Keyes in those
lawsuits were ultimately dismissed.

"Throughout his tenure as a director at Blockbuster, Gary has
consistently enjoyed overwhelming support from our stockholders,
and this Board is stronger with him on it.  He is an experienced
leader with an outstanding resume of accomplishments.  We do not
see any merit in Meyer's efforts to undermine Gary and strongly
urge our fellow stockholders to vote their "WHITE" proxy cards in
favor of all the nominees on the company's slate of directors,"
said Mr. Bleier.

                       About Blockbuster Inc.

Blockbuster Inc. is a leading global provider of rental and retail
movie and game entertainment. The company provides customers with
convenient access to media entertainment anywhere, any way they
want it - whether in-store, by-mail, through vending kiosks or
digitally to their homes and mobile devices. With a highly
recognized brand and a library of more than 125,000 movie and game
titles, Blockbuster leverages its multichannel presence to serve
nearly 47 million global customers annually. The company may be
accessed worldwide at http://www.blockbuster.com/

Blockbuster Inc. filed its quarterly report on Form 10-Q, showing
a net loss of $65.4 million on $939.4 million of revenue for the
thirteen weeks ended April 4, 2010, compared with net income of
$27.7 million on $1.086 billion of revenue for the thirteen weeks
ended April 5, 2009.

The Company's balance sheet as of April 4, 2010, showed
$1.319 billion in assets and $1.693 billion of liabilities, for a
stockholders' deficit of $374.2 million.

PricewaterhouseCoopers LLP, in Dallas, expressed substantial doubt
about the Company's ability to continue as a going concern
following Blockbuster's 2009 results.


BRIARWOOD CAPITAL: Bankr. Ct. Sends RICO Suit to State Court
------------------------------------------------------------
WestLaw reports that a removed state court action, seeking to
recover for alleged violations of Florida's civil Racketeer
Influenced and Corrupt Organizations statute, was one that a
bankruptcy court would exercise its discretion to permissively
abstain from hearing or to equitably remand to state court.  The
cause of action involved purely state law claims that had been
pending in state court for 17 months prior to removal, and
restarting the case in federal court before a new judge would
undoubtedly increase the time and expense of litigation.
Furthermore, the filing of a notice of removal after a trial date
had been set in the state court action had an air of forum
shopping.  Lennar Corp. v. Briarwood Capital LLC, --- B.R. ----,
2010 WL 1781829 (Bankr. S.D. Fla.) (Mark, J.).

On Sept. 19, 2008, Lennar Corporation and Lennar Homes of
California, Inc., sued Briarwood and its principal, Nicolas Marsch
III, in the Circuit Court of the 11th Judicial Circuit in and for
Miami-Dade County, Florida, Case No. 08-55741-CA-40.  The case was
assigned to Judge Gill S. Freeman of the State Court's Complex
Business Litigation Section.  The Complaint was later amended on
Jan. 12, 2009, to include Barry Minkow and his company, the Fraud
Discovery Institute, Inc., as Defendants.  The genesis of the
case, and other litigation between the parties, is a business
relationship between Lennar and Mr. Marsch that began in 1997 and
resulted in the development of a residential community in Southern
California.  By both accounts, the venture was successful.
However, since then, Lennar and Mr. Marsch have been embroiled in
litigation over the rights and duties of each respective party,
and the propriety of each party's actions taken post development.
The gravamen of the Florida Action is that the Defendants
allegedly engaged in a highly orchestrated scheme to extort
millions of dollars from Lennar through defamation, blackmail,
interference with business relationships, and unfair practices.

Rancho Santa Fe, California-based Briarwood Capital, LLC, filed
for Chapter 11 bankruptcy protection on February 23, 2010 (Bankr.
S.D. Calif. Case No. 10-02677).  Jeffry A. Davis, Esq., at Mintz
Levin Cohn Ferris Glovsky & Popeo, assists the Company in its
restructuring efforts.  In its schedules, the Debtor disclosed
$292,798,759 in total assets against $18,563,641 in total
liabilities.


BRIGHT HORIZONS: Moody's Affirms 'B2' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service affirmed Bright Horizons Family
Solutions LLC's B2 corporate family rating.  Concurrently, Moody's
raised the rating on the senior secured credit facilities to Ba2
from Ba3.  The ratings outlook remains stable.

The affirmation of Bright Horizons' B2 corporate family rating
reflects its prominent market position in the employer-sponsored
child-care space, relatively stable operating performance during
the downturn, and recent improvements in enrollment trends.
However, the rating also considers the company's high financial
leverage, expectations for modest free cash flow generation over
the medium term given the company's expansion strategy, and
concerns that elevated unemployment will continue to pressure
enrollment levels.

The ratings of the senior secured credit facilities were increased
primarily due to the continued accretion of the senior unsecured
PIK notes due 2018 (unrated).  This increases the relative amount
of unsecured claims relative to secured, thus lowering the
expected loss of the secured credit facilities and raising their
ratings accordingly, consistent with Moody's Loss Given Default
Methodology.

These ratings were upgraded:

* $75 million senior secured revolving credit facility due 2014,
  to Ba2 (LGD2, 20%) from Ba3 (LGD2, 23%);

* $358 million senior secured tranche B term loan due 2015, to Ba2
  (LGD2, 20%) from Ba3 (LGD2, 23%).

These ratings were affirmed:

* Corporate Family Rating at B2;

* Probability-of-Default Rating at B2.

The last rating action was on April 23, 2008, when Moody's
assigned Ba3 ratings to the then proposed senior secured credit
facilities of Bright Horizons.  Moody's also assigned a B2
corporate family rating.

Bright Horizons Family Solutions LLC, based in Watertown
Massachusetts, is a leading provider of center-based child care
and related services, summer camps, vacation care, college
preparation and admissions counseling ("College Coach"), and other
family support services.  The company reported revenues of
approximately $859 million for the twelve months ended March 31,
2010.


BRUNSWICK CORP: S&P Gives Positive Outlook; Affirms 'B-' Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Brunswick Corp. to positive from stable.  Ratings on the company,
including the 'B-' corporate credit rating, were affirmed.

"The outlook revision is based on S&P's expectation that Brunswick
will be able to grow its sales in 2010 and 2011 as it replenishes
depleted dealer inventory," noted Standard & Poor's credit analyst
Andy Liu.

S&P estimates that industry retail sales declines will moderate
toward mid- to low-teen percentage rates for full-year 2010, from
near 20% in the first quarter.  In the first quarter, Brunswick's
sales increased 15% versus 2009, as the company increased its
shipment of marine engines and boats.  Marine engine segment sales
increased 30% and boat segment sales increased 19% for the quarter
year over year.

Brunswick significantly curtailed production in 2008 and 2009 to
reduce dealer inventory.  With dealer inventory under control, the
company is beginning to increase production to a level near that
of retail demand to avoid further depletion of dealer inventory.
Revenue growth in the first quarter reflects higher production.
In addition, intermediate-term maturities are low.  Brunswick's
available liquidity of $677 million ($552 million in cash and cash
equivalents, and $125 million in availability under its two asset-
based credit facilities) should be sufficient to meet at least
near-term maturities and normal operating needs.

The 'B-' corporate credit rating reflects the sharp decline in
Brunswick's profitability because of difficult recreational marine
conditions over the past three years and decreased prospects for a
substantial industry turnaround over the intermediate term.
Demand for recreational marine products has been poor due to low
consumer confidence, falling disposable income, elevated
unemployment, and shrinking credit availability.  Despite initial
signs of an economic recovery, these factors still pose challenges
for the company.


CALVARY BAPTIST: U.S. Trustee Unable to Form Creditors Committee
----------------------------------------------------------------
Donald F. Walton, the U.S. Trustee for Region 21, notified the
U.S. Bankruptcy Court for the Southern District of Georgia that he
was unable to appoint an official committee of unsecured creditors
in the Chapter 11 cases of Calvary Baptist Temple, et al.

The U.S. Trustee explained that there were insufficient
indications of willingness from the unsecured creditors to serve
in the committee.

Savannah, Georgia-based Calvary Baptist Temple filed for Chapter
11 bankruptcy protection on April 6, 2010 (Bankr. S.D. Ga. Case
No. 10-40754).  C. James McCallar, Jr., Esq., at McCallar Law
Firm, assists the Company in its restructuring effort.  The
Company estimated its assets and debts at $10,000,001 to
$50,000,000.


CALVARY BAPTIST: Files Schedules of Assets and Liabilities
----------------------------------------------------------
Calvary Baptist Temple filed with the U.S. Bankruptcy Court for
the Southern District of Georgia its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $40,000,000
  B. Personal Property            $5,831,534
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $19,678,237
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $47,088
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                         $169,498
                                 -----------      -----------
        TOTAL                    $45,831,534      $19,894,823

Savannah, Georgia-based Calvary Baptist Temple filed for Chapter
11 bankruptcy protection on April 6, 2010 (Bankr. S.D. Ga. Case
No. 10-40754).  C. James McCallar, Jr., Esq., at McCallar Law
Firm, assists the Company in its restructuring effort.  The
Company estimated its assets and debts at $10,000,001 to
$50,000,000.


CAMTECH PRECISION: Section 341(a) Meeting Scheduled for June 25
---------------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of Camtech
Precision Manufacturing, Inc.'s creditors on June 25, 2010, at
9:30 a.m.  The meeting will be held at Flagler Waterview Building,
1515 N Flagler Dr Room 870, West Palm Beach, FL 33401.

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

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

Jupiter, Florida-based Camtech Precision Manufacturing, Inc.,
filed for Chapter 11 bankruptcy protection on May 10, 2010 (Bankr.
S.D. Fla. Case No. 10-22760).  Craig I Kelley, Esq., who has an
office in West Palm Beach, Florida, assists the Company in its
restructuring effort.  According to the schedules, the Company
says that assets total $10,977,673 while debts total $14,625,066.

The Company's affiliate, R&J National Enterprises, Inc., filed a
separate Chapter 11 petition.


CAPITOL CITY: Earns $120,000 for Q1; Bank Has FDIC Consent Order
----------------------------------------------------------------
Capitol City Bancshares, Inc., filed its quarterly report on Form
10-Q, reporting net income of $120,743 on $2,187,182 of net
interest income (after provision for loan losses) for the three
months ended March 31, 2010, compared with net income of $26,444
on $1,277,563 of net interest income (after provision for loan
losses) for the same period of 2009.

The Company's balance sheet as of March 31, 2010, showed
$313,755,487 in assets, $303,403,724 of liabilities, and
$10,351,763 of stockholders' equity.

In January 2010, the Bank received a consent order from the
Federal Deposit Insurance Corporation and the Georgia Department
of Banking and Finance.  The order requires Capitol City Bank &
Trust Company to achieve and maintain these minimum capital
levels:

  (i) Tier I capital at least equal to 8% of total average assets;

(ii) Total risk-based capital at least equal to 10% of total
      risk-weighted assets.

The Bank has not achieved the required capital levels mandated by
the order.  The Company has engaged external advisors and has
pursued various capital enhancing transactions and strategies
throughout the first quarter of 2010.  The continuing level of
problem loans as of the quarter ended March 31, 2010, and capital
levels continuing to be in the "under capitalized" category of the
regulatory framework for prompt corrective action as of March 31,
2010, continue to create substantial doubt about the Company's
ability to continue as a going concern.  Non-compliance with the
capital requirements of the order and other provisions of the
order may cause the Bank to be subject to further enforcement
actions by the FDIC or the Department.

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

               http://researcharchives.com/t/s?635d

                   About Capitol City Bancshares

Atlanta, Ga.-based Capitol City Bancshares, Inc. was incorporated
on April 14, 1998, for the purpose of serving as a bank holding
company for Capitol City Bank and Trust Company, a state banking
institution chartered under the laws of the State of Georgia on
June 30, 1994.  The Bank operates a full-service banking business
and engages in a broad range of commercial banking activities,
including accepting customary types of demand and timed deposits,
making individual, consumer, commercial, and installment loans,
money transfers, safe deposit services, and making investments in
U.S. government and municipal securities.

As reported in the Troubled Company Reporter on April 16, 2010,
Nichols, Cauley & Associates, LLC, in Atlanta, Ga., expressed
substantial doubt about Capitol City Bancshares, Inc.'s ability to
continue as a going concern after auditing the Company's financial
statements for the year ended December 31, 2009.  The independent
auditors noted that the Company has suffered significant losses
from operations, which has resulted in declining levels of
capital.


CARLOS PEREZ: Case Summary & 15 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Carlos Ivan Toro Perez
          dba La Hacienda Country Club
        PMB 442
        HC 01 BOX 29030
        Caguas, PR 00725

Bankruptcy Case No.: 10-04526

Chapter 11 Petition Date: May 26, 2010

Court: U.S. Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtor's Counsel: Jacqueline Hernandez Santiago, Esq.
                  Jacqueline Hernandez Santiago
                  P.O. Box 366431
                  San Juan, PR 00936-6431
                  Tel: (787) 751-1836
                  E-mail: quiebras1@gmail.com

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

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

According to the schedules, the Debtor says that assets total
$4,746,545 while debts total $5,300,348.

A copy of the Debtor's list of 15 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/prb10-04526.pdf

The petition was signed by the Debtor.

Debtor-affiliates filing separate Chapter 11 petition:

        Entity                           Case No.    Petition Date
        ------                           --------    -------------
Coexistence Creative Organization, Inc   09-06733            08/09


CHEM RX: U.S. Trustee Appoints Seven Members to Creditors Panel
---------------------------------------------------------------
Roberta A. Deangelis, the Acting U.S. Trustee for Region 3,
appointed seven members to the Official Committee of Unsecured
Creditors in Chem Rx Corporation, et al.'s Chapter 11 cases.

The Committee members include:

1. SAC Domestic Capital Funding, Ltd.
   Attn: Brian Spenner
   72 Cummings Point Road
   Stamford, CT 06902
   Phone: (203) 890-3474
   Fax: (203) 823-4020

2. Western National Life Insurance Co.
   Attn: Kaye Handley
   c/o AIG Asset Management (U.S.)
   70 Pine Street, 12th Floor
   New York, NY 10270
   Phone: (212) 770-9075
   Fax: (212) 770-6353

3. Anda, Inc.
   Attn: Dennis Cape
   2915 Weston Road
   Weston, FL 33331
   Phone: (954) 217-4316
   Fax: (800) 758-5254

4. HealthEx Corp.
   c/o Michael F. Montemarano III
   35 Powerhouse Road
   Roslyn Heights, NY 11577
   Phone: (516) 945-3614
   Fax: (516) 717-3569

5. Healthsource Dist. LLC
   Attn: Mike Sosnowik
   1133 Greenwood Road, Suite F
   Baltimore, MD 21208
   Phone: (516) 837-9876
   Fax: (516) 371-2099

6. Integra NV, Inc.
   Attn: Kevin Welch
   1805 N. Carson Street # 382
   Carson City, NV 89701-1216
   Phone: (360) 588-0574
   Fax: (360) 588-0649

7. UFCW Local 348 Health & Welfare Fund
   Attn: Diana Puglisi
   9235 4th Avenue
   Brooklyn, NY 11209

Long Beach, New York-based Chem RX Corporation, aka Paramount
Acquisition Corp. -- http://www.chemrx.net-- is a major
institutional pharmacy serving the New York City metropolitan
area, as well as parts of New Jersey, upstate New York,
Pennsylvania and Florida.  Chem Rx's client base includes skilled
nursing facilities and a wide range of other long-term care
facilities.  Chem Rx annually provides over six million
prescriptions to over 69,000 residents of more than 400
institutional facilities.

The Company, along with its subsidiaries, filed for Chapter 11
bankruptcy protection on May 11, 2010 (Bankr. D. Del. Case No. 10-
11567).  Dennis A. Meloro, Esq., and Scott D. Cousins, Esq., at
Greenberg Traurig, assist the Company in its restructuring effort.

Cypress Holdings, LLC, is the Company's financial advisor.  RSR
Consulting, LLC, is the Company's chief restructuring officer.
Brunswick Group LLP is the Company's public relations consultant.
Grant Thornton LLP is the Company's independent auditor.  Lazard
Middle Market LLC is the Company's investment banker.  Eichen &
Dimeglio PC is the Company's tax advisor.  Kurtzman Carson
Consultants is the Company's claims and notice agent.

The Company listed $169,690,868 in assets and $178,281,128 in
debts as of February 28, 2010.


CHEM RX: Files Amended List of 30 Largest Unsecured Creditors
-------------------------------------------------------------
Chem RX Corporation, et al., have filed with U.S. Bankruptcy Court
for the District of Delaware their amended consolidated list of
largest unsecured creditors, disclosing:

  Entity                     Nature of Claim        Claim Amount
  ------                     ---------------        ------------
Amerisource Bergen
Pine Brook - 642755
960 Fort Duquesne Boulevard
3rd Floor, Pittsburgh
PA 15222
Phone: (800) 242-6728
Fax: (877) 329-7778           Trade Debt              $7,937,438

Anda Generics, Inc.
P.O. Box 930219
Atlanta, GA 31193
Phone: (800) 331-2632
Fax: (866) 860-3527           Trade Debt              $5,757,737

25 Highland Partners
and Stephen A. Weiss
c/o Kresibderg & Maitland, LLP
116 John Street, Suite 1120
New York, NY 10038
Phone: (212) 629-4970
Fax: (212) 268-0544           Litigation Dispute        $616,500

Healthex Courier
35 Powerhouse Road
Roslyn Heights, NY 11577
Phone: (516) 349-9889
Fax: (516) 349-9299           Trade Debt                $590,910

Healthsource
Distributors, LLC
1133 Greenwood Rd, Unit F
Baltimore, MD 21208
Phone: (410) 653-1113
Fax: (410) 415-7005           Trade Debt                $388,486

Troutman & Sanders, LLP
P.O. Box 933652
Atlanta, GA 31193-3652
Phone: (404) 885-2508
Fax: (212) 704-6288           Professional Services     $373,094

Atromick                      Trade Debt                $242,866

MTS                           Trade Debt                $215,747

FTI Restructuring             Professional Services     $202,660

Grant Thornton LLP            Professional Services     $148,669

QK Healthcare Inc.            Trade Debt                $132,954

Cumberland
Distribution, Inc &
Catalyst Finance, L.P.        Trade Debt                $131,964

Keysource Medical, Inc.                                 $117,697

White & Case, LLC             Professional Services     $106,052

Provider Pay
Netdeposit, LLC               Trade Debt                 $98,120

Donald X. Clavin, Jr.
Receiver of Taxes             Real Estate Taxes          $92,218

Parmed                        Trade Debt                 $89,442

Cedardale Distributors        Trade Debt                 $73,234

Abbott Laboratories           Trade Debt                 $70,708

Health Business
Systems                       Trade Debt                 $61,879

I-Print Technologies, Inc.    Trade Debt                 $56,622

Advanced Medical Systems      Trade Debt                 $49,481

Covington & Burling, LLP      Professional Services      $49,250

Xpress                        Trade Debt                 $47,390

Marcum & Kliegman LLP         Professional Services      $45,000

Baxter Healthcare Corp.       Trade Debt                 $40,934

Critical Entry Data Systems   Trade Debt                 $39,478

J&J Distributors              Trade Debt                 $36,691

Softwriters, Inc.             Trade Debt                 $35,941

Partners Pharmacy Services    Litigation Dispute             N/A

Long Beach, New York-based Chem RX Corporation, aka Paramount
Acquisition Corp. -- http://www.chemrx.net-- is a major
institutional pharmacy serving the New York City metropolitan
area, as well as parts of New Jersey, upstate New York,
Pennsylvania and Florida.  Chem Rx's client base includes skilled
nursing facilities and a wide range of other long-term care
facilities.  Chem Rx annually provides over six million
prescriptions to over 69,000 residents of more than 400
institutional facilities.

The Company, along with its units, filed for Chapter 11 bankruptcy
protection on May 11, 2010 (Bankr. D. Del. Case No. 10-11567).
Dennis A. Meloro, Esq., and Scott D. Cousins, Esq., at Greenberg
Traurig, assist the Company in its restructuring effort.

Cypress Holdings, LLC, is the Company's financial advisor.  RSR
Consulting, LLC, is the Company's chief restructuring officer.
Brunswick Group LLP is the Company's public relations consultant.
Grant Thornton LLP is the Company's independent auditor.  Lazard
Middle Market LLC is the Company's investment banker.  Eichen &
Dimeglio PC is the Company's tax advisor.  Kurtzman Carson
Consultants is the Company's claims and notice agent.

The Company listed $169,690,868 in assets and $178,281,128 in
debts as of February 28, 2010.


CHEM RX: Taps Greenberg Traurig as Bankruptcy Counsel
-----------------------------------------------------
Chem RX Corporation, et al., have asked for authorization from the
U.S. Bankruptcy Court for the District of Delaware to employ
Greenberg Traurig, LLP, as bankruptcy counsel, nunc pro tunc to
the Petition Date.

Greenberg Traurig will, among other things:

     a. negotiate, draft, and pursue applications, motions,
        answers, orders, reports, and other legal papers necessary
        to the administration of the Debtors' estates;

     b. prepare applications, motions, answers, orders, reports,
        and other legal papers necessary to the administration of
        the Debtors' estates;

     c. appear in court and protect the interests of the Debtors
        before the Court; and

     d. assist with any disposition of the Debtors' assets, by
        sale or otherwise.

The hourly rates of Greenberg Traurig personnel are:

     Nancy A. Mitchell              $890
     Maria J. DiConza               $730
     Scott D. Cousins               $710
     Dennis A. Meloro               $480
     Gino G. Tonetti                $475
     Sohyoung Choo                  $380
     Elizabeth Thomas               $220
     Shareholders                 $340-$1090
     Of Counsel                   $360-$935
     Associates                   $160-$610
     Legal Assistants/Paralegals   $60-$310

To the best of the Debtors' knowledge, Greenberg Traurig is
"disinterested" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Long Beach, New York-based Chem RX Corporation, aka Paramount
Acquisition Corp. -- http://www.chemrx.net-- is a major
institutional pharmacy serving the New York City metropolitan
area, as well as parts of New Jersey, upstate New York,
Pennsylvania and Florida.  Chem Rx's client base includes skilled
nursing facilities and a wide range of other long-term care
facilities.  Chem Rx annually provides over six million
prescriptions to over 69,000 residents of more than 400
institutional facilities.

The Company, along with affiliates, filed for Chapter 11
bankruptcy protection on May 11, 2010 (Bankr. D. Del. Case No. 10-
11567).

Cypress Holdings, LLC, is the Company's financial advisor.  RSR
Consulting, LLC, is the Company's chief restructuring officer.
Brunswick Group LLP is the Company's public relations consultant.
Grant Thornton LLP is the Company's independent auditor.  Lazard
Middle Market LLC is the Company's investment banker.  Eichen &
Dimeglio PC is the Company's tax advisor.  Kurtzman Carson
Consultants is the Company's claims and notice agent.

The Company listed $169,690,868 in assets and $178,281,128 in
debts as of February 28, 2010.


CHEMTURA CORP: Judge Allows Morgan Lewis Fee for Probe
------------------------------------------------------
Bankruptcy Law360 reports that a judge overseeing Chemtura Corp.'s
bankruptcy has allowed Morgan Lewis & Bockius LLP to be paid for
investigating possible money laundering or other illegal activity
associated with a customer incentive program at Chemtura, despite
concerns that the fee request was too vague.  Judge Robert E.
Gerber issued a ruling Wednesday in the U.S. Bankruptcy Court for
the Southern District of New York approving the request of about
$860,000 in fees and expenses, according to Law360.

                        About Chemtura Corp.

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

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

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

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


CITIGROUP INC: Admits Misclassifying Some Borrowings
----------------------------------------------------
Michael Rapoport at The Wall Street Journal reports that Citigroup
Inc., as well as Bank of America Corp., incorrectly hid from
investors billions of dollars of their debt.

The Journal relates in recent filings with regulators, the two big
banks disclosed that over the past three years, they at times
erroneously classified some short-term repurchase agreements, or
"repos," as sales when they should have been classified as
borrowings.  The Journal notes that the amounts Bank of America
and Citigroup cite are relatively small.  The banks didn't restate
any financial statements.

Bank of America, The Journal relates, said the misclassified
transactions in certain quarters over the past three years --
ranging from $573 million to as much as $10.7 billion --
"represented substantially less than 1% of our total assets" and
had no material impact on its balance sheet, earnings or borrowing
ratios.

Citigroup, according to The Journal, said the misclassified
transactions -- of $5.7 billion as of the end of 2009, and as much
as $9.2 billion over the past three years -- involved "a very
limited number of our business units" that "used this type of
transaction in very small amounts." It also said its errors were
immaterial to its financial statements. "At no point in time was
the impact of these sales transactions large enough to have a
noticeable impact on our published leverage ratios."

By comparison, both banks have more than $2 trillion in assets.

The Journal recounts that a bankruptcy-court examiner said Lehman
Brothers Holdings Inc., before filing fore bankruptcy, had been
doing the same thing to make its balance sheet look better, using
a strategy dubbed "Repo 105" that helped the Wall Street firm move
$50 billion in assets off its balance sheet.

                       About Citigroup

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

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

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

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


CLASSICSTAR LLC: Trustee Wants $848,000 From Baker Hostetler
------------------------------------------------------------
Bankruptcy Law360 reports that the Chapter 7 trustee overseeing
the bankruptcy of ClassicStar LLC wants Baker & Hostetler LLP to
return $848,000 in legal fees, saying the firm did not benefit the
debtor when it represented company executives in an illegal tax
shelter matter.  In a brief filed Tuesday, Trustee James D. Lyon
asked the U.S. District Court for the Eastern District of Kentucky
to overturn a March 9 order from a bankruptcy court, Law360 says.

                       About ClassicStar LLC

Headquartered in Lexington, Kentucky, ClassicStar LLC operated as
a thoroughbred horse breeder.  The Company also leased horses and
rents out the reproductive systems of select thoroughbred mares.

The Company filed for Chapter 11 protection Sept. 14, 2007 (Bankr.
E.D. Ky. Case No.07-51786).  Attorneys at Henry Watz
Gardner Sellars & Gardner, PLLC, represented the Debtor while
attorneys at Stites & Harbison, PLLC, represented the Creditors
Committee.  In April 2008, Judge William S. Howard converted the
case to a Chapter 7 liquidation, at the behest of the U.S.
Trustee.

In its petition, the Debtor said assets totalled T $227 million,
comprised of account receivable from National Equine Lending
Corp., and debts of $72.7 million.


CNO FINANCIAL: Moody's Upgrades Rating on Bank Debt to 'B2'
-----------------------------------------------------------
Moody's Investors Service has upgraded the ratings of CNO
Financial Group's (formerly Conseco, Inc.) (CNO Financial Group)
bank debt to B2 from Caa1 and moved the outlook on CNO to stable
from positive.  In the same rating action, Moody's upgraded the
insurance financial strength ratings of CNO's insurance
subsidiaries to Ba1 from Ba2, also with a stable outlook.

Moody's said the rating upgrades reflect CNO's improved financial
flexibility, the enhancement of its capital position, and
expectations of continuing improved profitability.  Senior Vice
President Scott Robinson commented: "Our decision to upgrade the
ratings was largely predicated on anticipation of continued
earnings momentum along with the recognition of the company's
solid capital base, which enables it to withstand a stress
scenario.  Improved statutory earnings are expected to result in
organic capital growth and enhanced financial flexibility."

The spread between CNO's secured credit facility rating, the most
senior debt of the company, and the IFS rating of CNO's primary
insurance subsidiaries was narrowed to four notches from five.
Moody's added that although the notching was narrowed, it remains
wider than it would for investment grade rated debt.  The notching
reflects the difference in expected loss between the policyholders
at the insurance companies and the holders of bank debt.  Because
of their less favorable ranking in the capital structure, the
senior convertible debentures are rated two notches below the bank
debt.

Moody's noted that while CNO has made substantial headway in
improving risk management and its capital structure, the company's
credit profile is still constrained by modest financial
flexibility-given the approximately $550 million of bank debt
maturing in 2013-and historically low profitability with
recurring, albeit reduced and less frequent, "one-time" charges.
CNO reported relatively flat GAAP net operating earnings of about
$38 million (before $3.1 million of net realized investment
losses) for the first the first quarter of 2010 compared to the
same period one year ago, with statutory operating earnings for
the first quarter of $42 million (net after the negative impact on
earnings of fees paid to the holding company and investment
losses) and RBC increasing by 10 points to 319% as of 3/31/2010.

The rating agency said that these could put upward pressure on the
rating: refinancing or paying down an additional portion of the
bank debt; annual run-rate consolidated statutory EBIT of at least
$150 million (net after the negative impact on earnings of fees
paid to the holding company and investment losses); and an NAIC
RBC ratio on a consolidated basis above 300%.  Conversely, these
could result in an downgrade: financial flexibility constrained by
tight bank covenants; adjusted GAAP EBIT coverage of below two and
a half times; an RBC ratio of any statutory operating entity below
200%, or an RBC ratio of a statutory entity actively marketing
insurance products below 275%.

Moody's has upgraded these ratings with a stable outlook:

* CNO Financial Group. -- senior secured bank debt to B2 from
  Caa1; senior unsecured convertible debentures to Caa1 from Caa3;

* Bankers Life and Casualty Company -- insurance financial
  strength rating to Ba1 from Ba2;

* Conseco Insurance Company -- insurance financial strength rating
  to Ba1 from Ba2;

* Colonial Penn Life Insurance Company -- insurance financial
  strength rating to Ba1 from Ba2;

* Conseco Health Insurance Company -- insurance financial strength
  rating to Ba1 from Ba2;

* Conseco Life Insurance Company -- insurance financial strength
  rating to Ba1 from Ba2;

* Washington National Insurance Company -- insurance financial
  strength rating to Ba1 from Ba2

CNO is a specialized financial services holding company that
operates primarily in the life and health insurance sectors
through its subsidiaries.  As of March 31, 2010, CNO reported
total shareholders' equity of $3.7 billion.

The last rating action on CNO took place on October 14, 2009, when
Moody's affirmed the ratings of CNO Financial Group and its life
insurance subsidiaries and changed the outlook to positive from
negative.

Moody's insurance financial strength ratings are opinions of the
ability of insurance companies to pay punctually senior
policyholder claims and obligations.


COOPER-STANDARD: Emerges From Chapter 11 Restructuring
------------------------------------------------------
Cooper-Standard Holdings Inc., along with its subsidiaries that
also filed for chapter 11 protection, has emerged from bankruptcy
and that its Second Amended Joint Chapter 11 Plan of
Reorganization became effective today.

"Emergence from chapter 11 represents the final milestone in the
reorganization process and marks a new beginning for the Company,"
said James S. McElya, chairman and chief executive officer of the
Company.  "The Company has emerged with an exceptionally strong
balance sheet that will enable us to maintain our leadership
position and grow in the industry.  Our exit from bankruptcy in
less than 10 months is a testament to the diligent efforts of our
employees and reflects the tremendous support and cooperation of
our customers, suppliers and investors.  We look forward to the
opportunity to once again focus our full attention on our business
and our commitment to our customers."

As previously announced, the Company raised exit financing
proceeds from a $450 million offering of unsecured 8% Senior
Notes due 2018.  The new senior notes were originally issued on
May 11, 2010 by CSA Escrow Corporation, an indirect, wholly-owned
non-debtor subsidiary of the Company.  In connection with the
Company's emergence from bankruptcy protection, CSA Escrow
Corporation has been merged into Cooper-Standard Automotive Inc.,
and the proceeds from the notes offering have been released from
escrow.

In addition to the new senior notes offering, the Company also
raised proceeds from a previously announced $355 million equity
rights offering.  The offering was backstopped by certain holders
of the Company's prepetition senior notes and senior subordinated
notes pursuant to a commitment agreement with the backstop
parties.  The $355 million of equity issued consists of $100
million of 7% convertible preferred stock, (convertible into 19.7%
of the Company's new common stock, assuming the conversion of the
new preferred stock) that was purchased directly by the backstop
parties, and an additional $255 million of common stock that was
purchased by the backstop parties and other holders of the
Company's prepetition senior subordinated notes pursuant to a
rights offering.  The backstop parties also received warrants to
purchase 7% of the new common stock of the Company (assuming the
conversion of the new preferred stock) in connection with their
commitment agreement.

The Company has also entered into a $125 million asset-based
working capital facility with Bank of America, N.A., as agent,
Deutsche Bank Trust Company Americas, as syndication agent, and
Bank of America Securities LLC, Deutsche Bank Securities Inc., UBS
Securities LLC and Barclays Capital as joint lead arrangers and
bookrunners.

The Company's balance sheet has been significantly deleveraged as
a result of the bankruptcy cases.  The Company's $175 million
debtor-in-possession financing facility and approximately $658.4
million of claims under its prepetition credit facility have been
paid in full in cash.  In addition, the Company's prepetition
senior notes have been paid in full in cash, except that the
backstop parties received a distribution of new common stock under
the Plan in lieu of cash payment for certain prepetition senior
note claims.  Holders of the Company's prepetition senior
subordinated notes were issued 8% of the new common stock of the
Company and new warrants to purchase, in the aggregate, 3% of the
new common stock (in each case, assuming the conversion of the new
preferred stock).  Eligible holders of the prepetition senior
subordinated notes also had the opportunity to participate in the
rights offering.  The Company's funded debt balance is now
approximately $480 million, a reduction of over $650 million from
prepetition levels.

Also effective with the Company's emergence from chapter 11, the
Company's Board of Directors was reconstituted pursuant to the
Plan.  The Board of Directors is now composed of returning members
James McElya, Stephen A. Van Oss and Kenneth L. Way, and new
members Glenn R. August, Orlando A. Bustos, Larry Jutte and David
J. Mastrocola.  The Company's existing management team continues
to lead the Company.

"Our management team is a tremendous asset to the Company, and we
are excited to continue to manage the Company with the challenges
of chapter 11 behind us," said Mr. McElya.  "The new Board of
Directors is comprised of both returning and new members,
reflecting a diverse group with impressive backgrounds positioned
to effectively guide the Company."

The Company's Canadian subsidiary, Cooper-Standard Automotive
Canada Limited, has also emerged from bankruptcy protection in
Canada.  Cooper-Standard Automotive Canada Limited sought relief
under the Companies' Creditors Arrangement Act in the Ontario
Superior Court of Justice in Toronto, Ontario, Canada on August 4,
2009, and its plan of compromise or arrangement was sanctioned on
April 16, 2010.

                       About Cooper-Standard

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

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

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

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

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


COYOTES HOCKEY: To Form Liquidation Trust for Unsecureds
--------------------------------------------------------
Dewey Ranch Hockey LLC, et al., filed with the U.S. Bankruptcy
Court for the District of Arizona amended Disclosure Statement
explaining the proposed Chapter 11 Plan as of May 25, 2010.

As reported in Troubled Company Reporter on December 9, 2009,
Law360 reported that the Debtors filed a Chapter 11 plan of
liquidation and rebuffed the call to convert the proceedings to a
Chapter 7 case, claiming that doing so would merely prolong the
wind-down and eat away at the liquidation trust proposed for
the unsecured creditors.

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

According to the Disclosure Statement, the Plan provides that as
of effective date, the Liquidation Trust will be formed and vested
with all assets of the estate other than the cash reserved for
payments to holders of Administrative Claims, Priority Tax Claims,
and Priority Claims.   All holders of allowed general unsecured
claims in Class 2 will be the beneficiaries of the Liquidation
Trust, which will be administered for those creditors' sole
benefit.

                        Treatment of Claims

Under the Plan, holders of Class 1 Priority Claims will receive
cash in an amount equal to its Allowed Priority Claim.

Each holder of an Allowed Class 2 Claim will receive, in full and
Unsecured Claims final satisfaction of its Allowed Class 2 Claim,
a pro rata beneficial interest in the Liquidation Trust.

Holders of Class 3 NHL Subordinated Claims will receive, on
account of and in full and final satisfaction of each of its
Allowed Class 3 Claims, a pro rata beneficial interest in the
Liquidation Trust.

The holders of Equity Interests will not receive or retain any
rights, property, or distributions on account of their Equity
Interests under the Plan.

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

The Debtors are represented by:

     Thomas J. Salerno, Esq.
     E-mail: tsalerno@ssd.com
     Jordan A. Kroop, ESq.
     E-mail:jkroop@ssd.com
     Squire, Sanders & Dempsey L.L.P.
     Two Renaissance Squire, Suite 2700
     40 North Central Avenue
     Phoenix, AZ 85004-4498
     Tel: (602) 528-4000

                    About Dewey Ranch Hockey

Dewey Ranch Hockey LLC, Arena Management Group, LLC, Coyotes
Holdings, LLC, and Coyotes Hockey, LLC -- owners and affiliates of
the Phoenix Coyotes National Hockey League team -- filed for
Chapter 11 protection (Bankr. D. Ariz. Case No. 09-09488) on
May 5, 2009.  The Debtors are represented by Thomas J. Salerno,
Esq., at Squire, Sanders & Dempsey, LLP, in Phoenix, and estimate
their assets and liabilities are between $100 million and
$500 million.

As reported by the TCR on November 5, Judge Redfield T. Baum has
approved the sale of the Phoenix Coyotes to the National Hockey
League, which had bought the team to quash a plan by bidder Jim
Balsillie's to move the team to Ontario, Canada.  Coyotes was sent
to Chapter 11 to effectuate a sale by owner Jerry Moyes to Mr.
Balsillie.


CROWN HOLDINGS: S&P Assigns 'BB+' Rating on $1 Bil. Senior Loan
---------------------------------------------------------------
Standard & Poor's Ratings Services said that, based on preliminary
terms and conditions, it assigned its 'BB+' senior secured debt
rating and a recovery rating of '2' to a proposed $1 billion
multicurrency senior secured revolving credit facility maturing in
2015.  The revolving credit facility is available to certain
subsidiaries of Crown Holdings Inc.  These ratings indicate S&P's
expectation of substantial (70% to 90%) recovery in the event of a
payment default.  Standard & Poor's has updated its recovery
analysis on Crown.

If consummated as currently structured, the proposed facility
would replace Crown's existing $758 million (originally
$800 million) revolving credit facility maturing in May 2011.
Crown expects to borrow an incremental $200 million under the
facility to permanently reduce the balance of its U.S. dollar and
euro term loans by $100 million each.  This would leave
approximately $500 million of term loans maturing in 2012, which
will be pari passu with the revolving credit facility.  As of
March 31, 2010, total adjusted debt was about $4.2 billion.  S&P
adjust debt to include about $1 billion of tax-effected unfunded
postretirement and asbestos liabilities and capitalized operating
leases.

All S&P's other ratings on Crown including the 'BB/Positive/--'
corporate credit rating remain unchanged.  However, Crown recently
amended its credit facility to permit Crown European Holdings S.A.
to issue up to EUR500 million of unsecured debt.  Any debt
issuance or meaningful-size repayment would prompt us to reassess
recovery prospects for all debt instruments in the capital
structure.  If Crown raises debt at Crown European Holdings, it
could be structurally superior to debt at Crown's U.S.
subsidiaries.  As a result, the ratings on senior unsecured debt
issued by Crown Americas LLC and co-issuers, which is currently
rated 'BB-' with a recovery rating of '5', could become vulnerable
to a one-notch downgrade.

The ratings on Philadelphia-based Crown reflect its satisfactory
business risk profile as a leading global can manufacturer with
annual sales of about $8 billion and a significant financial risk
profile.  The positive outlook indicates the potential for an
upgrade during the next several quarters if continued strong
operating performance and debt reduction cause the funds from
operations to adjusted total debt ratio to strengthen to 20%
compared with about 15% currently.

                           Ratings List

                        Crown Holdings Inc.

Corporate credit rating                           BB/Positive/--

                            New Rating

                        Crown Americas LLC
                   Crown European Holdings S.A.
                 Crown Metal Packaging Canada L.P.

  $1 billion multicurrency sr sec revolving credit facility   BB+
  Recovery rating                                            2


DENNY HECKER: Auction Draws Hundreds of Bidders
-----------------------------------------------
Dow Jones Daily Bankruptcy Review's Bankruptcy Beat reports that
485 bidders joined the auction for former auto mogul Denny
Hecker's assets.

The auction was conducted by Minnesota auctioneer Fred W. Radde &
Sons.  All assets were sold, including a 2006 Cadillac Escalade
two-seat golf cart that sold for $11,200, and several Harley-
Davidson motorcycles, several all-terrain vehicles, a Vespa
scooter and two Mitsubishi vehicles.

The biggest spender was TCF National Bank, which dropped a little
over $7 million for three of Hecker's vacation homes in Crosslake,
Minn.  The bank, the sole bidder in a sheriff's sale of the
properties, had held a $7.2 mortgage on the property.

                       About Denny Hecker

Denny Hecker filed for Chapter 7 bankruptcy on June 4, 2009,
before the U.S. Bankruptcy Court for the District of Minnesota.
Mr. Hecker listed $18 million in assets and $767 million in debts
owed to automakers, lenders, business partners and former
employees.

According to the Star Tribune in Minneapolis-St. Paul, the
bankruptcy filing had been widely anticipated.  Star Tribune noted
Mr. Hecker has been forced to sell or close 25 of his 26
dealerships in recent months, and Chrysler Financial won a
$477 million court judgment against him in April.  The bankruptcy
filing temporarily halted efforts by Chrysler and other creditors
from collecting money they say they are owed.

The Troubled Company Reporter on November 20 said Bankruptcy Judge
Robert Kressel held Mr. Hecker in contempt of court for failing to
turn over his financial records in a timely manner.

William R. Skolnick, Esq., at Skolnick & Shiff, P.A., in
Minneapolis, represents Mr. Hecker.


DIAGNOSTIC IMAGING: Moody's Reviews 'B2' Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service placed the ratings of Diagnostic Imaging
Group, LLC, under review for possible downgrade.  The review was
triggered by the absence of a committed revolving credit facility
and Moody's expectation that the company will likely have a modest
unrestricted cash balance throughout 2010.

The review will focus on the company's operating and strategic
direction as well as the quality of earnings, ongoing industry
pressures (notably regarding Commercial payors) and liquidity.
Additionally, the review will focus on the company's financial
reporting, specifically accounting for allowances and bad debt
expenses -- which appear to be high relative to rated peers - and
related party transactions.

Given the nature of Moody's concerns, Moody's endeavor to conclude
the review in the next several weeks.

These ratings were placed under review for possible downgrade:

* Corporate family rating, B2;

* Probability of default rating, B3;

* $110 million ($97 million outstanding) Sr. Sec. Term Loan B
  due May 4, 2012, B1 (LGD2, 23%);

* LGD rates are subject to change upon the conclusion of the
  review.

The last rating action was on May 29, 2009, when Moody's affirmed
DIG's ratings, including the B2 corporate family rating, and
negative outlook.

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

Headquartered in Hicksville, New York, Diagnostic Imaging Group is
principally engaged in establishing and operating fixed-site
diagnostic imaging and radiology facilities providing all types of
outpatient radiological services, including x-rays, CT scans,
mammography and MRIs.  The company operates 39 multi-modality
centers in the New York metropolitan area and Florida.  Combined
revenue for the twelve months ended March 31, 2010 was
approximated $189 million.  Evercore Capital Partners owns a
majority stake in DIG.


DIETRICH'S SPECIALTY: Section 341(a) Meeting Scheduled for June 11
------------------------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of Dietrich's
Specialty Processing LLC's creditors on June 11, 2010, at 11:00
a.m.  The meeting will be held at 833 Chestnut Street, Suite 501,
Philadelphia, PA.

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

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

Reading, Pennsylvania-based Dietrich's Specialty Processing LLC
filed for Chapter 11 bankruptcy protection on May 10, 2010 (Bankr.
E.D. Pa. Case No. 10-21399).  Dexter K. Case, Esq., at Case,
DiGiamberardino & Lutz, P.C., assists the Company in its
restructuring effort.  The Company estimated its assets and
liabilities at $10,000,001 to $50,000,000.


DIETRICH'S SPECIALTY: Wants June 7 Schedules Filing Deadline
------------------------------------------------------------
Dietrich's Specialty Processing LLC has asked the U.S. Bankruptcy
Court for the Eastern District of Pennsylvania to extend by an
additional 14 days until June 7, 2010, the deadline for the filing
of schedules of assets and liabilities and statements of financial
affairs.

The Debtor is requesting additional time to properly assemble and
evaluate the information due to the emergency nature of the filing
of the Debtor's bankruptcy petition.

Reading, Pennsylvania-based Dietrich's Specialty Processing LLC
filed for Chapter 11 bankruptcy protection on May 10, 2010 (Bankr.
E.D. Pa. Case No. 10-21399).  Dexter K. Case, Esq., at Case,
DiGiamberardino & Lutz, P.C., assists the Company in its
restructuring effort.  The Company estimated its assets and
liabilities at $10,000,001 to $50,000,000.


DORMIN, LLC: Case Summary & 5 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Dormin, LLC
        3351 Stone Road
        Cape Charles, VA 23310

Bankruptcy Case No.: 10-72516

Chapter 11 Petition Date: May 26, 2010

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

Judge: Stephen C. St. John

Debtor's Counsel: Ann Brogan, Esq.
                  Crowley, Liberatore, & Ryan, P. C.
                  1435 Crossways Boulevard, Suite 300
                  Chesapeake, VA 23320
                  Tel: (757) 333-4500
                  Fax: (757) 333-4501
                  E-mail: abrogan@clrfirm.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of 5 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/vaeb10-72516.pdf

The petition was signed by Judith E. Morgan, president.


DOUGLAS ANDERSEN: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Joint Debtors: Douglas D. Andersen
                dba Front Range Exchange, LLC
                dba Andersen Hardware, Inc.
                dba Royal Scythian, LLC
               Vicky L. Andersen
                dba Front Range Exchange
                dba Andersen Hardware, Inc.
                dba Royal Scythian, LLC
               7888 Iris Hill Lane
               Wellington, CO 80549

Bankruptcy Case No.: 10-22883

Chapter 11 Petition Date: May 25, 2010

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: Elizabeth E. Brown

Debtor's Counsel: Aaron A Garber, Esq.
                  303 E. 17th Ave.
                  Ste. 500
                  Denver, CO 80203
                  Tel: (303) 832-2400
                  E-mail: aag@kutnerlaw.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/cob10-22883.pdf

The petition was signed by Douglas D. Andersen and Vicky L.
Andersen.


DUNMORE, PA: Exploring Distressed Program or Bankruptcy Options
---------------------------------------------------------------
Facing a budget crisis in 2011, borough officials of Dunmore,
Pennsylvania, are looking into a state "distressed" program or
bankruptcy options, council President Timothy Burke said Monday,
according to a report by The Times-Tribune.

The Times-Tribune reports that Mr. Burke said borough solicitor
Thomas Cummings is exploring both avenues at council's request.
Mr. Cummings was absent from Monday's council meeting, but spoke
to The Times-Tribune by phone afterward.

"I am in the process of reviewing distressed status, as well as
bankruptcy," Mr. Cummings told The Times-Tribune.  "And council
has instructed me to contact the Department of Community and
Economic Development to ask that a representative address council
to inform (members) and the public of the benefits and detriments
of distressed status designation."

State Act 47, the Municipalities Financial Recovery Act, empowers
the state agency to declare municipalities "distressed."  Once
that occurs, it can allow debt restructuring, debt adjustment and
consolidation or merger of contiguous municipalities to relieve
financial distress, according to the DCED Web site.

According to The Times-Tribune, more than 85 percent of borough
voters last week shot down a referendum that would have enabled
council to enact a special tax of nearly 25 mills -- capable of
raising about $2 million -- to separately fund Fire Department
operations in 2011.


ELECTRICAL COMPONENTS: S&P Raises Corporate Credit Rating to 'B'
----------------------------------------------------------------
Standard & Poor's Ratings Services raised the corporate credit
rating on St. Louis-based Electrical Components International Inc.
to 'B' from 'D' following the company's emergence from Chapter 11
bankruptcy protection.  S&P also assigned a 'BB-' rating (two
notches above the corporate credit rating) and a '1' recovery
rating, indicating very high (90% to 100%) expectation of recovery
in a payment default scenario to the $32.5 million Tranche A term
loan, and a 'B+' rating (one notch above the corporate credit
rating) and a '2' recovery rating, indicating substantial (70% to
90%) expectation of recovery in a payment default scenario, to the
$145 million Tranche B term loan.

The ratings on ECI reflect the company's weak business risk
profile and highly leveraged financial risk profile following its
emergence from bankruptcy.

The outlook is stable.  S&P could lower the ratings if operating
performance deteriorates.  "If, for example, the housing market
does not stabilize and demand for ECI's products declines,
resulting in lower earnings and leverage likely to exceed 6x, S&P
would consider lowering the ratings," said Standard & Poor's
credit analyst Sarah Wyeth.  "If ECI's end markets appear to be
improving, with support from stability in the larger economy, and
the company establishes a track record of improved operating
margin, sustainable free cash flow, and a less-aggressive
financial policy, leading to leverage remaining close to 4x, S&P
could consider raising the ratings," she continued.


ERICKSON RETIREMENT: Johnson County Seeks Payment of $1.7MM Taxes
-----------------------------------------------------------------
The Board of County Commissioners of Johnson County, Kansas,
asserts that the Debtors are obligated to the County for 2010
real property taxes incurred postpetition for $1,729,323 pursuant
to Sections 503(b)(1)(B) and 507(a)(2) of the Bankruptcy Code and
the Debtors' Fourth Amended Joint Plan of Reorganization.

Since the specific amount of debt has not been determined under
Kansas law, the estimated amount of the 2010 taxes is based on
the amount for the previous year pursuant to Section 502(c) of
the Bankruptcy Code, Johnson County explains.

By this motion, Johnson County asks the Court to allow its Claim
and any additional charges that have accrued since the Petition
Date.

                     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)


EXECUTIVE GARDEN: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Executive Garden LLC
        6 Teverya Way Unit 104
        Monroe, NY 10950

Bankruptcy Case No.: 10-36538

Chapter 11 Petition Date: May 25, 2010

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

Judge: Cecelia G. Morris

Debtor's Counsel: David Maho, Esq.
                  265 Mountaindale Road
                  Woodridge, NY 12789
                  Tel: (845) 434-1516
                  Fax: (845) 434-2524
                  E-mail: mahoenterprises@msn.com

Estimated Assets: $0 to $50,000

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

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

The petition was signed by Nathan Wachtshal, member.


FENDER MUSICAL: S&P Downgrades Corporate Credit Rating to 'B'
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on Scottsdale, Ariz.-based Fender Musical
Instruments Corp. to 'B' from 'B+'.  The outlook is stable.

In addition, S&P lowered the issue-level rating on Fender's senior
secured debt to 'B' from 'B+'.  The recovery rating is '3', which
indicates S&P's expectation of meaningful (50% to 70%) recovery
for lenders in the event of payment default.

"The rating action reflects S&P's belief that the company will be
unable to materially strengthen its credit protection measures
over the next year given the weak U.S. and European economies,"
said Standard & Poor's credit analyst Jacqueline Hui.  "Although
the company's credit metrics have recently strengthened due to
debt repayment in May, the recovery fell short of S&P's
expectations." Fender's ratios are reflective of the 'B' rating
category mediums.

The rating on Fender reflects the company's high debt leverage,
narrow business focus, and the discretionary nature of its
products.  Fender manufactures and markets guitars and other audio
equipment through a portfolio of brands, including Fender, Squier,
Guild, and Jackson.  Fender's product sales remain concentrated in
guitars; though, S&P believes the company diversified its product
portfolio and geographic reach with the 2007 KMC Music Inc.
acquisition.  S&P estimates that the company generates about 45%
of its sales outside of the U.S. A large portion of its
international sales are in Europe.  The company also has some
sales concentration with its largest customer, Guitar Center Inc.
(parent Guitar Center Holdings Inc. is rated B-/Stable/--).
Although Fender maintains strong brand recognition, S&P believes
sales remain vulnerable to economic cycles because of the somewhat
discretionary nature of its products.

The outlook on Fender is stable reflecting S&P's belief the
company will be able to sustain adequate liquidity given its
covenant-lite credit facility.  S&P could consider revising the
outlook to positive if the company's operating performance
continues to improve, leverage decreases to 6x by year-end, and if
S&P believes the company can reduce leverage to 5.5x within a 12
month period.  S&P would consider raising the rating if Fender's
operating performance continues on a positive trend and the
company reduces leverage to less than 5.5x.  S&P estimates this
could occur if EBITDA increases 17% from current levels.
Conversely, S&P would consider lowering the rating if the company
incurs operating difficulties due to prolonged economic weakness
in the U.S. or Europe and leverage rises above 7x.  EBITDA would
need to decline 12% for this to occur.


FIDELITY NATIONAL: Fitch Eyes Ratings Cut of Up to 2 Notches
------------------------------------------------------------
Following Fidelity National Information Services, Inc.'s
announcement on May 25 detailing its planned debt financed share
repurchase program, Fitch Ratings believes that any resulting
downgrade of FIS's ratings would likely be limited to one or two
notches.  FIS intends to tender for $2.5 billion of its common
shares, financed by an equal amount of debt anticipated to be in
the form of term loans and long-term bonds.

Fitch estimates that leverage following the issuance of
$2.5 billion of debt would increase to approximately 3.7 times.
Fitch believes that based on the relative stability of FIS's
business and free cash flow, leverage under 4x would be consistent
with a rating in the 'BB' category.  Additional considerations
affecting the potential rating would include future expectations
for the use of free cash flow, additional share repurchase and
acquisition plans, long-term leverage targets and expected
interest coverage.

Fitch currently rates FIS:

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

Fitch also rates Metavante Technologies Inc.:

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

All ratings for FIS and Metavante are currently on Rating Watch
Negative.  FIS expects its share repurchase plan and related
financing to be completed within the next eight to 10 weeks at
which time Fitch would expect to resolve the Rating Watch status.

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

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


FIS: Moody's Reviews 'Ba1' Corporate Family Rating
---------------------------------------------------
Moody's Investors Service placed the Ba1 ratings (corporate family
rating, probability of default rating, and senior secured credit
facility ratings) of FIS (formerly Fidelity National Information
Services, Inc.) on review for possible downgrade following
yesterday's announcement that the company will repurchase up to
$2.5 billion of its common stock.

FIS' Board of Directors has authorized a leveraged
recapitalization plan in which FIS will repurchase up to
$2.5 billion of its common stock at a price range of between
$29.00 - $31.00 per share through a modified "Dutch auction"
tender offer.  To finance the stock buyback, the company plans to
incur approximately $2.5 billion of incremental debt while seeking
to amend and refinance its existing credit facilities.  FIS
expects to complete the recapitalization in the next eight to ten
weeks, subject to its ability to incur additional debt on
satisfactory terms and obtain any amendment or waiver required by
its existing credit facilities.

According to Stephen Sohn, Vice President & Senior Credit Officer,
"the company's pro forma leverage will be over 4x upon completion
of the leveraged recap, not including the full benefit of
anticipated cost savings from its recent acquisition of
Metavante."  The review will focus on the company's final capital
structure upon completion of the refinancing and share repurchase,
the extent to which leverage is likely to decline post closing,
management's future financial policies, and the company's
projected performance in light of the current economic
environment.

The rating agency said it expects to conclude its review
approximately concurrently with the completion of the refinancing
and tender offer.

FIS (formerly Fidelity National Information Services, Inc.) --

Ratings/assessments placed under review:

* Corporate Family Rating - Ba1

* Probability of Default Rating -- Ba1

* $2.1 billion First Lien Senior Secured Term Loan A - Ba1, LGD 3,
  (47%)

* $900 million First Lien Senior Revolving Credit Facility - Ba1,
  LGD 3, (47%)

* $500 million Senior Secured Term Loan C - Ba1, LGD 3, (47%)

* $145 million receivables-backed revolver at Ba1, LGD 3, (47%)

Metavante Corporation -

* $800 million Senior Secured Term Loan B due 2014 - Ba1, LGD 3,
  (47%)

The latest rating action for FIS was taken on October 1, 2009 at
which time the Ba1 corporate family rating was affirmed following
the closing of the company's acquisition of Metavante Corporation.

FIS, headquartered in Jacksonville, Florida, provides card
issuing, core bank processing, and online bill payment services to
financial institutions.


G. R. MANN: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: G. R. Mann & Co., Inc.
        P.O. Box 16109
        Chesapeake, VA 23328

Bankruptcy Case No.: 10-72488

Chapter 11 Petition Date: May 25, 2010

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

Judge: Stephen C. St. John

Debtor's Counsel: Joseph T. Liberatore, Esq.
                  Crowley, Liberatore, & Ryan, P.C.
                  1435 Crossways Boulevard, Suite 300
                  Chesapeake, VA 23320
                  Tel: (757) 333-4500
                  Fax: (757) 333-4501
                  E-mail: jliberatore@clrfirm.com

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

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

A copy of the Company's list of 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/vaeb10-72488.pdf

The petition was signed by George R. Mann, president.

Debtor-affiliates filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
George R. Mann                        10-72319            05/14/10


GENERAL GROWTH: Australian Mall Giant Westfield Won't Bid
---------------------------------------------------------
Neil Sands and Ross Kelly at The Wall Street Journal report that
Australian shopping mall giant Westfield Group on Thursday ruled
out a bid for General Growth Properties Inc., instead preferring
to cherry pick individual assets its U.S. rival may put on the
market.

Westfield Chairman Frank Lowy declared "the book is closed" on a
General Growth bid, three months after the Sydney-based company is
believed to have entered discussions on a possible offer.
However, Mr. Lowy said that if GGP offered some of its 204
properties for sale, then Westfield might be interested.

Westfield -- the world's biggest owner of shopping centers by
value -- decided against entering a bidding war for General
Growth, which is under U.S. bankruptcy protection.

As previously reported, Simon Property Group, Inc., submitted an
offer to buy General Growth Properties Inc. in a fully financed
transaction valued at $6.5 billion, or $20.00 per GGP share.

General Growth, however, has obtained approval from the Bankruptcy
Court to conduct a sale process, where a consortium led by
Brookfield Asset Management is the preferred bidder.  The $6.55
billion equity investment and $2 billion capital backstop offer
from affiliates of Brookfield Asset Management, Pershing Square
Capital Management and Fairholme Funds has been selected as the
stalking horse bid at an auction.  GGP has set a June 2 deadline
for bidders to submit final proposals.  The Debtor will select the
best bid by July 2.

                    About General Growth

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

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

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


GSI GROUP: Files Fourth Modified Chapter 11 Plan
------------------------------------------------
BankruptcyData.com reports that GSI Group filed with the U.S.
Bankruptcy Court a Fourth Modified Chapter 11 Plan of
Reorganization.  Trustees of GSI Group UK Pension Scheme
subsequently filed with the U.S. Bankruptcy Court an objection to
the Plan on the grounds that it does not provide allowance for the
giving of security to the Pension Plan.  The Trustees ask the
Court to delay confirming the Plan until it does provide such
security.

                       About GSI Group

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

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


HAROLD HULLE: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Harold Hulle
        15 Dale Lane
        Smithtown, NY 11787

Bankruptcy Case No.: 10-74034

Chapter 11 Petition Date: May 26, 2010

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

Judge: Robert E. Grossman

Debtor's Counsel: Kent Gross, Esq.
                  Atlantic Legal Group PA
                  50 Main Street Suite 1080
                  White Plains, NY 10606
                  Tel: (914) 682-6830

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

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

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

The petition was signed by the Debtor.


HARRY CANTRELL: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Joint Debtors: Harry A. Cantrell
               Mary Cantrell
               9401 South Old Kings Road
               Jacksonville, FL 32257

Bankruptcy Case No.: 10-04502

Chapter 11 Petition Date: May 25, 2010

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

Debtor's Counsel: Taylor J. King, Esq.
                  Law Offices of Mickler & Mickler
                  5452 Arlington Expressway
                  Jacksonville, FL 32211
                  Tel: (904) 725-0822
                  Fax: (904) 725-0855
                  E-mail: tjking@planlaw.com

Estimated Assets: $0 to $50,000

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

A copy of the Joint Debtors' list of 20 largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/flmb10-04502.pdf

The petition was signed by the Joint Debtors.


HAWAII MEDICAL: Bankruptcy Judge Confirms Reorganization Plan
-------------------------------------------------------------
Pacific Business News of Honolulu reports that a federal
bankruptcy judge confirmed the plan of reorganization filed by the
physician shareholders and unsecured creditors of Hawaii Medical
Center.

The confirmation paves way for the Company to pay down millions in
debts effective July 1, 2010, and convert to nonprofit status,
according to Pacific Business News.  Reuters relates that terms of
the confirmed plan include:

   * Hawaii Medical Center promises to pay all of the
     approximately $40 million it owes to one of its biggest
     lenders and the hospitals' former owners, St. Francis
     Healthcare System of Hawaii, over a period of seven years at
     8.04 percent interest.

   * Ewa and Liliha hospitals -- known as Hawaii Medical Center
     West and Hawaii Medical Center East, respectively -- will be
     converted to nonprofits.

   * A nine-member public board of directors will be created.

   * The hospitals' collective bargaining agreements currently in
     effect with local labor unions will stay in place.

                    About Hawaii Medical Center

Hawaii Medical Center is the first for-profit, physician-owned
hospital in the state.  In January 2007, Hawaii Physician Group
LLC together with Cardiovascular Hospitals of America (CHA), a
leading U.S. hospital management company, established the new
Hawaii Medical Center with two hospital campuses on Oahu - HMC
West in Ewa Beach and HMC East in Liliha.  HPG membership is
nearly 130 physicians strong and the group retains 49% ownership
of HMC, with the other 51% retained by CHA.

Wichita, Kansas-based CHA Hawaii LLC, and its affiliates --
including Hawaii Medical Center LLC -- filed for Chapter 11
protection on Aug. 29, 2008 (Bankr. D. Del. Case No. 08-12027).
Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP
represents the Debtors in their restructuring efforts.  The
Debtors listed assets of between $1 million and $10 million and
liabilities of between $50 million and $100 million when they
filed for bankruptcy.


HOLLYWOOD BEACH: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Hollywood Beach Gate Resort, Inc.
        500 Bayview Dr #1928
        North Miami Beach, FL 33160

Bankruptcy Case No.: 10-24331

Chapter 11 Petition Date: May 25, 2010

Court: United States Bankruptcy Court
       Southern District of Florida (Miami)

Judge: A. Jay Cristol

Debtor's Counsel: Joel M. Aresty, Esq.
                  13499 Biscayne Blvd #T-3
                  No. Miami, FL 33181
                  Tel: (305) 899-9876
                  Fax: (305) 723-7893
                  E-mail: aresty@mac.com

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

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

The petition was signed by Gyorgy Katz, president.

The Debtor did not file its list of largest unsecured creditors
when it filed its petition.


HORIZON BANCORPORATION: Posts $1.9 Million Net Loss in Q1 2010
--------------------------------------------------------------
Horizon Bancorporation, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $1,870,912 on $1,503,397 of net
interest income (before provision for loan losses) for the three
months ended March 31, 2010, compared with net income of $143,255
on $1,521,882 of net interest income (before provision for loan
losses) for the same period of 2009.

The Company's balance sheet as of March 31, 2010, showed
$195,122,325 in assets, $191,225,721 of liabilities, and
$3,896,604 of stockholders' equity.

"The Company faces a number of challenges that may be difficult to
meet in a timely manner.  These challenges include, but are not
limited to, the achievement of full compliance with the
requirements of the PCA Directive, the Written Agreement, as well
as the payment or further extension of the Company's $1.1 million
loan from 1st Manatee Bank secured by 100% of the Bank's common
stock.  To meet these challenges, a minimum of approximately
$10.0 million of additional capital raised by means of an equity
offering will be necessary.

"The Company's ability to raise additional capital will depend on
conditions in the capital markets at this time, which are outside
the Company's control, and on the Company's financial performance.
Accordingly, the Company cannot be certain of its ability to raise
additional capital if needed or on terms acceptable to the
Company.  Inability to raise additional capital when needed or
comply with the terms of the PCA Directive, the Written Agreement
and the loan from 1st Manatee Bank raise substantial doubt about
the Company's ability to continue as a going concern."

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

               http://researcharchives.com/t/s?635e

Horizon Bancorporation, Inc. (OTC BB: HZNB)
-- http://www.horizonbankfl.com/-- is the bank holding company of
Horizon Bank, a commercial bank chartered under the laws of
Florida.  The Company maintains its corporate offices and main
banking center at 900 53rd Avenue East, in Bradenton, Florida.

                          *     *     *

As reported in the Troubled Company Reporter on April 21, 2010,
Francis & Co., CPA's, in Atlanta, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that he Company has suffered heavy
losses in calendar year 2009, reducing its capital accounts
significantly.  "Due to the 2009 losses, the significant decline
in capital ratios, regulatory concerns over the adequacy of the
allowance for loan and lease losses, as well as other concerns, a
formal supervisory agreement was imposed by Federal and State
regulators.  Failure to fully comply with the requirements of the
above agreement may lead to additional regulatory actions such as
prompt corrective action directive (imposed in 2010) or even
placing the Company into receivership/conservatorship."


HSN INC: Moody's Upgrades Corporate Family Rating to 'Ba1'
----------------------------------------------------------
Moody's Investors Service upgraded HSN Inc's Corporate Family
Rating to Ba1 from Ba2.  Actions on other rated debt are detailed
below.  The company's Speculative Grade Liquidity Rating of SGL-2
was affirmed.  The rating outlook is stable.

The rating upgrade reflects HSN's recent positive revenue growth
and operating margin expansion.  The company has benefited from
its efforts to reduce inventories, which have reduced its markdown
expenses, as well as its merchandising strategies which have
adapted to meet evolving customer needs.  At the same time the
company has maintained a moderate financial policy as it has
prepaid debt while maintaining healthy cash balances.  The upgrade
reflects Moody's expectations that the recent improvement in
performance is sustainable and that HSN will maintain a balanced
financial policy.

These ratings were upgraded (and LGD assessments amended)

* Corporate Family Rating to Ba1 from Ba2

* Probability of Default Rating to Ba1 from Ba2

* $150 million senior secured revolving credit facility to Baa2
  (LGD 2, 19%) from Baa3 (LGD 2,23%)

* $95 million senior secured term loan at to Baa2 (LGD 2, 19%)
  from Baa3 (LGD 2, 23%)

* $240 million senior unsecured notes to Ba2 (LGD 5, 70%) from Ba3
  (LGD 5, 73%)

This rating was affirmed:

* Speculative Grade Liquidity rating at SGL-2

Moody's last rating action on HSN, Inc., was on December 21, 2009,
when the company's Corporate Family Rating was affirmed at Ba2 and
the rating outlook was revised to stable from negative.

Headquartered in St Petersburg, Florida, HSN is a direct-to-
consumer retailer.  Its primary operating segments include HSN, a
television retailer that reaches approximately 95 million homes
and Cornerstore, a catalog and web based retailer of a number of
home and apparel lifestyle brands.  Revenues are approximately
$2.8 billion.


IASIS HEALTHCARE: S&P Gives Positive Outlook; Affirms 'B' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it has revised its
rating outlook on Franklin, Tenn.-based hospital operator IASIS
Healthcare Corp. to positive from stable and affirmed the ratings,
including the 'B' corporate credit rating.

IASIS Healthcare Corp.'s weak business risk profile is underscored
by margin pressures faced by its relatively small base of 15
medium-size, acute-care hospitals, notwithstanding its relatively
well-established positions in several competitive markets,
including Salt Lake City, Utah; Phoenix, Ariz.; Tampa/St.
Petersburg, Fla.; Texas; Las Vegas; and West Monroe, La.  The
company also operates a Medicaid and Medicare managed care plan in
Arizona through its Health Choice managed health plan.

"Despite margins that have averaged about 14% in the past three
years, S&P believes it will remain difficult for IASIS to maintain
profitability levels because of persistent reimbursement pressure,
increasing costs related to physician recruitment, and competition
with physicians in certain areas," said Standard & Poor's credit
analyst David Peknay.  S&P expects reimbursement risk from
government payors to remain an ongoing threat.  Health reform
legislation may eventually help reduce bad debt, but the impact
may be offset by other payment reductions.  In addition,
potentially smaller price increases from managed care companies
could have a significant impact on profitability, particularly
because this source generates about one-third of gross patient
revenues.  Finally, as Health Choice contributes a growing portion
of IASIS' revenues, the company's margins will additionally be
pressured because of the plan's margins, which are lower than the
acute hospital services segment's.

Lease-adjusted debt to EBITDA at the holding company level, with
holding-company level preferred stock treated as debt, was 5.3x as
of March 31, 2010.  This is a reduction in leverage from 5.6x as
of Dec. 31, 2009 because of the cash repayment of $120 million of
preferred stock.


ILIAMNA LAKESHORE: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Iliamna Lakeshore Condominiums, LLC
        6239 B Street, #102
        Anchorage, AK 99518

Bankruptcy Case No.: 10-00440

Chapter 11 Petition Date: May 25, 2010

Court: United States Bankruptcy Court
       Alaska (Anchorage)

Debtor's Counsel: Cabot C. Christianson, Esq.
                  Christianson & Spraker
                  911 W 8th Ave., Suite #201
                  Anchorage, AK 99501
                  Tel: (907) 258-6016
                  Fax: (907) 258-2026
                  E-mail: ecf@cslawyers.net

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

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

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

The petition was signed by William Campbell, manager.


INDUSTRIAL ENTERPRISES: Ex-CEOs Plead Not Guilty of Fraud
---------------------------------------------------------
Two former top executives of Industrial Enterprises of America
Inc. have pleaded not guilty of charges of an alleged scheme to
loot the company of $60 million.

Chad Bray at The Wall Street Journal reports that John Mazzuto,
who retired as chief executive of Industrial Enterprises in 2007,
and James W. Margulies, who resigned as CEO in March 2008, were
charged in a New York State indictment with 57 counts, including
grand larceny, engaging in a scheme to defraud, conspiracy and
falsifying business records.

According to the report, the indictment said Messrs. Mazzuto and
Margulies issued millions of shares worth "tens of millions of
dollars" to friends, family members, their alma maters and shell
companies and other entities they controlled.  As a result, the
company and its legitimate investors were looted of $60 million,
said Assistant District Attorney Garrett Lynch of the Manhattan
District Attorney's office.

Mr. Mazzuto, of Florida, and Mr. Margulies, of Ohio, pleaded not
guilty at a hearing Tuesday in New York state court in Manhattan.

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.


INTERPUBLIC GROUP: S&P Raises Corporate Credit Rating to 'BB'
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on New York City-based Interpublic Group of Cos. Inc. to
'BB' from 'B+'.  The rating was removed from CreditWatch, where it
was placed with positive implications April 29, 2010.  The rating
outlook is stable.

At the same time, S&P assigned the company's amended and extended
$650 million revolving credit facility due 2013 S&P's issue-level
rating of 'BB' (at the same level as S&P's 'BB' corporate credit
rating on the company).  S&P also assigned this debt a recovery
rating of '3', indicating its expectation of meaningful (50% to
70%) recovery for lenders in the event of a payment default.  S&P
has withdrawn its ratings on the previous $335 million revolving
credit facility due 2011.

S&P also raised its issue-level ratings on IPG's debt in
accordance with its upgrade of the corporate credit rating.  These
ratings were also removed from CreditWatch.  The recovery ratings
on these debt issues remain unchanged.

"The ratings upgrade reflects improving operating results, as well
as steps that IPG has taken over the past 12 to 18 months to
reduce debt and strengthen liquidity," said Standard & Poor's
credit analyst Michael Altberg.

In April, the company amended its credit facility to extend its
maturity to 2013 from 2011, upsize the facility to $650 million
from $335 million, and provide a greater degree of covenant
headroom.  In addition, the company announced a cash tender offer
to purchase up to 370,000 shares (aggregate purchase price of up
to $400 million) of its $525 million convertible preferred stock,
which S&P regarded as debt-like.  The tender offer follows roughly
$200 million of debt repayment in 2009.

The 'BB' rating reflects IPG's continued near-term revenue
uncertainty due to the weak economy, especially in parts of
Europe, the task of rebuilding the EBITDA margin amid client and
competitive pressures on agency compensation, ongoing weakness in
certain key industries (such as technology), and IPG's lower
EBITDA margin and cash generation than comparable peers'.  IPG's
broad business mix of traditional advertising and marketing
services, progress with business wins, and very strong cash
balances are positive considerations in the rating that, in S&P's
view, only partially offset the negative factors.


INTROGEN THERAPEUTICS: Judge Gargotta Confirms Chapter 11 Plan
--------------------------------------------------------------
WestLaw reports that the mere fact that a lender which comprised
the secured class might receive payment in full on the plan's
effective date did not mean that it was unimpaired, and that its
acceptance of plan failed to satisfy a statutory prerequisite for
cramdown, i.e., that the plan be accepted by at least one impaired
class.  Pursuant to the plan, the lender would receive full
payment only on its allowed secured claim, without the
postpetition interest to which it was contractually entitled.  The
plan's modification of the lender's contractual rights, in denying
postpetition interest, was in the nature of an "impairment."  In
re Introgen Therapeutics, Inc., --- B.R. ----, 2010 WL 1741105
(Bankr. W.D. Tex.) (Gargotta, J.).

As reported in the Troubled Company Reporter on July 3, 2009,
Introgen Therapeutics Inc. filed a Chapter 11 plan to distribute
the proceeds of the sale of its asserts to creditors.  The Debtors
modified their plan on Oct. 7, 2009.  The Debtor's unsecured
creditors -- owed $4.4 million -- voted to reject the plan,
arguing that no impaired creditor class had accepted the plan and
the plan violated the absolute priority rule.

The Honorable Craig A. Gargotta overruled the Unsecured Creditors'
objections, confirmed the Debtors' chapter 11 plan, and denied a
motion by the U.S. Trustee to convert the case to a chapter 7
liquidation proceeding.

Introgen Therapeutics, Inc., was a biopharmaceutical company
focused on the discovery, development, and commercialization of
targeted molecular therapies for the treatment of cancer and other
diseases.  A regulatory setback with FDA approval of the company's
Advexin drug caused a liquidity crisis, and Introgen Therapeutics,
Inc., and Introgen Technical Services, Inc., sought Chapter 11
protection (Bankr. W.D. Texas, Case Nos. 08-12442 and 08-12443) on
Dec. 3, 2008.  Patricia Baron Tomasco, Esq., at Brown McCarroll,
L.L.P., is the Debtors' bankruptcy lawyer, and the Debtors
disclosed assets of $9,107,868 and debts of $12,932,950 at the
time of the filing.


INX INC: Gets Credit Deal Waiver & Deficiency Notice From NASDAQ
----------------------------------------------------------------
INX Inc. received a waiver of default through June 30, 2010 under
Section 7(b) of the Amended and Restated Credit Agreement dated
April 30, 2007 between INX and Castle Pines Capital LLC, whereby
the Company is required to provide CPC with its Annual Report on
Form 10-K no later than 90 days after the last day of each fiscal
year and to provide its Form 10-Q for each fiscal quarter.  Due to
the circumstances previously disclosed, the Company was unable to
provide its Annual Report on Form 10-K by March 31, 2010 and its
Form 10-Q for the first fiscal quarter of 2010.  The Company also
announced today that it received a subsequent letter from The
Nasdaq Stock Market indicating that the Company remains in
noncompliance with Nasdaq Listing Rules for continued listing
because the Company has not yet filed its Form 10-Q for the period
ending March 31, 2010.  The Company has until June 21, 2010, to
submit a plan to regain compliance and if Nasdaq accepts the
Company's plan, an additional grace period of up to 180 calendar
days from the original due date, or until October 12, 2010, will
be provided to regain compliance.  This notification has no
immediate effect on the Company's listing or on the trading of the
Company's common stock.  The Company is working diligently on this
matter and intends to file its Annual Report on Form 10-K and
Quarterly Report on Form 10-Q as soon as practicable.

                        About Inx Inc.

INX Inc. is a leading U.S. provider of IP network communications
and data center solutions for enterprise organizations.  INX
offers a suite of advanced technology solutions focused around the
entire life-cycle of enterprise IP network communications and data
center infrastructure.  Service offerings are centered on the
design, implementation and support of network infrastructure,
including routing and switching, wireless, security, unified
communications, and data center solutions such as storage and
server virtualization.  Customers include enterprise organizations
such as corporations, as well as federal, state and local
governmental agencies.  Because of its focus, expertise and
experience implementing and supporting advanced technology
solutions for enterprises, INX is well positioned to deliver
superior solutions and services to its customers.


JACKSON & PERKINS: Files Schedules of Assets & Liabilities
----------------------------------------------------------
Jackson & Perkins Wholesale, Inc., has filed with the U.S.
Bankruptcy Court for the District of South Carolina its schedules
of assets and liabilities, disclosing:

  Name of Schedule                       Assets       Liabilities
  ----------------                       ------       -----------
A. Real Property                      $ 3,930,000
B. Personal Property                  $12,082,577
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                     $28,102,510
E. Creditors Holding
   Unsecured Priority
   Claims                                                      $0
F. Creditors Holding
   Unsecured Non-priority
   Claims                                              $3,079,461
                                      -----------     -----------
      TOTAL                           $16,012,577     $31,181,972

Hodges, South Carolina-based Jackson & Perkins Wholesale, Inc.,
filed for Chapter 11 bankruptcy protection on May 10, 2010 (Bankr.
D. S.C. Case No. 10-03365).  R. Geoffrey Levy, Esq., who has an
office in Columbia, South Carolina, assists the Company in its
restructuring effort.  The Company listed $16,012,577 in assets
and $31,181,971 in liabilities.


JAPAN AIRLINES: Receives Overwhelming Early Retirement Responses
----------------------------------------------------------------
Japan Airlines Corp. has received an overwhelming response from
employees who want to avail of the company's early retirement
offer, japantoday.com said.  According to a JAL group source, the
applications have far exceeded the company's target of 2,700 who
will be paid off as a settlement for early retirement.

The onslaught of applications has prompted Asia's biggest airline
to ask some of its employees to withdraw their retirement
intentions or delay their applications until after the end of May
deadline as the massive retirement of employees could cripple
company operations, japantoday.com related.

"With no bonuses granted last year, we saw many younger workers
were applying for the airline's early retirement program at some
divisions," one of the sources said, implying that the
uncertainty of the airline's restructuring process was the main
factor that pushed many of its employees to apply for early
retirement, japantoday.com said.

                      About Japan Airlines

Japan Airlines Corporation -- http://www.jal.co.jp/-- is a
Japan-based company mainly engaged in the provision of air
transport services.  The Company is active in five business
segments through its 203 subsidiaries and 83 associated companies.
JAL International Co. Ltd. is a wholly owned operating subsidiary
of Japan Airlines Corporation.

Japan Airlines Corporation, Japan Airlines International Co., Ltd.
and JAL Capital Co., Ltd., on January 19, 2010, filed the
petitions to commenced corporate reorganization proceedings with
the Tokyo District Court.  The Court appointed the Enterprise
Turnaround Initiative Corporation of Japan and Eiji Katayama,
Esq., as reorganization trustees.

Japan Airlines Corp. filed for reorganization January 19 in the
Tokyo District Court and filed a Chapter 15 petition in New York
(Bankr. S.D.N.Y. Case No. 10-10198).  The Company said debt is
$28 billion.

Bankruptcy Creditors' Service, Inc., publishes Japan Airlines
Bankruptcy News.  The newsletter tracks the Chapter 15 proceedings
and the bankruptcy proceedings in Tokyo undertaken by Japan
Airlines Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


JAPAN AIRLINES: Seeks August Extension of Plan Deadline
-------------------------------------------------------
Japan Airlines and the Enterprise Turnaround Initiative
Corporation of Japan are seeking to extend the airline's plan
submission deadline for about two months from their original
June 30, 2010 target, the Daily Yomiuri online said today.

According to sources, JAL and ETIC told the Tokyo District Court
that they may not be able to planned submission until end of
August 2010 because the airline's creditor banks would not agree
with the Plan unless they are convinced that JAL has cut enough
flights, routes and personnel in order to reduce costs.

"We will carefully study (the details of the plan) and create a
structure that will make the company profitable, and by
reflecting this in the plan, we hope it will lead to the revival
of the JAL group," JAL President Masaru Onishi said at a news
conference, Kyodo News reported.

Appearing at the same news conference, Hideo Seto, ETIC trustee,
said the two-month delay is aimed at enabling JAL to thoroughly
review its route network and will please potential lenders, Kyodo
related.

As earlier reported, JAL's original Plan contemplated on putting
off 31 routes and cutting 15,661 jobs over three years, yet its
creditor banks had been unwilling to lend JAL the financial
backing it needs, saying they need to see more cost cutting
solutions that will ensure the company's survival, Yomiuri online
related.

In order to appease its prospected lenders, JAL is now looking at
the removal of 31 domestic and 16 international routes by
October, the report said.  The company is also considering
severing the employment of 16,452 workers by the end of this
year.  The airline, according to the report, said it hopes that
this approach can gain the confidence of its creditor banks so
that it can get the financial backing it badly needs in order to
rebound from its present financial turmoil.

JAL, Yomiuri Shimbun related, also contemplates on the removal of
eight international routes at Narita Airport -- those bound to or
from Sao Paulo, Amsterdam, Milan and Rome -- two routes at Chubu
Airport and five at Kansai Airport.  Despite protests from
affected destinations, JAL also said it will no longer serve
Nagoya Airport, which currently hosts nine JAL routes, Hiro-
shima-Nishi, Sa-pporo Okadama and Oku-shiri airports.

Hokkaido Air System will take over some JAL routes that pass
through New Chitose, Sapporo Okadama and Hakodate airports, the
report said.

The cuts, the Yomiuri online related, will give a 40% reduction on
international routes and a 30% cut on domestic capacity as
compared to JAL's fiscal 2008 seating records.

                      About Japan Airlines

Japan Airlines Corporation -- http://www.jal.co.jp/-- is a
Japan-based company mainly engaged in the provision of air
transport services.  The Company is active in five business
segments through its 203 subsidiaries and 83 associated companies.
JAL International Co. Ltd. is a wholly owned operating subsidiary
of Japan Airlines Corporation.

Japan Airlines Corporation, Japan Airlines International Co., Ltd.
and JAL Capital Co., Ltd., on January 19, 2010, filed the
petitions to commenced corporate reorganization proceedings with
the Tokyo District Court.  The Court appointed the Enterprise
Turnaround Initiative Corporation of Japan and Eiji Katayama,
Esq., as reorganization trustees.

Japan Airlines Corp. filed for reorganization January 19 in the
Tokyo District Court and filed a Chapter 15 petition in New York
(Bankr. S.D.N.Y. Case No. 10-10198).  The Company said debt is
$28 billion.

Bankruptcy Creditors' Service, Inc., publishes Japan Airlines
Bankruptcy News.  The newsletter tracks the Chapter 15 proceedings
and the bankruptcy proceedings in Tokyo undertaken by Japan
Airlines Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


JAPAN AIRLINES: Shareholders Still Get Perks Despite Bankruptcy
---------------------------------------------------------------
Despite financial troubles, Japan Airlines shows concern to its
shareholders by intending to issue them complimentary coupons
that allow holders to buy tickets at half the regular price, the
Yomiuri Shimbun reported.

Part of Japan's restructuring strategy is to reduce its stock
value to zero upon the approval of its Plan of Reorganization.

Being a delisted corporation issuing complimentary coupons to its
shareholders, JAL expects to draw criticisms as the shareholders,
who are JAL's owners, are the ones who are supposed to carry the
company's financial burden.  But sources say this is JAL's way of
holding on to its shareholders who are also important customers,
as they might shift to other airlines, the Yomiuri Shimbun said.

The coupons will be issued to individuals who were shareholders
as of the end of March, 2010.  JAL plans to put certain limits on
the use of the coupons, like restricting reservations during busy
seasons, the Yomiuri Shimbun related.

                      About Japan Airlines

Japan Airlines Corporation -- http://www.jal.co.jp/-- is a
Japan-based company mainly engaged in the provision of air
transport services.  The Company is active in five business
segments through its 203 subsidiaries and 83 associated companies.
JAL International Co. Ltd. is a wholly owned operating subsidiary
of Japan Airlines Corporation.

Japan Airlines Corporation, Japan Airlines International Co., Ltd.
and JAL Capital Co., Ltd., on January 19, 2010, filed the
petitions to commenced corporate reorganization proceedings with
the Tokyo District Court.  The Court appointed the Enterprise
Turnaround Initiative Corporation of Japan and Eiji Katayama,
Esq., as reorganization trustees.

Japan Airlines Corp. filed for reorganization January 19 in the
Tokyo District Court and filed a Chapter 15 petition in New York
(Bankr. S.D.N.Y. Case No. 10-10198).  The Company said debt is
$28 billion.

Bankruptcy Creditors' Service, Inc., publishes Japan Airlines
Bankruptcy News.  The newsletter tracks the Chapter 15 proceedings
and the bankruptcy proceedings in Tokyo undertaken by Japan
Airlines Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


JED PROPERTY: Case Summary & 3 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Jed Property, LLC
        2821 Colanthe Avenue
        Las Vegas, NV 89102

Bankruptcy Case No.: 10-19793

Chapter 11 Petition Date: May 26, 2010

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

Judge: Bruce A. Markell

Debtor's Counsel: Jeanette E. McPherson, Esq.
                  2850 S. Jones Boulevard, #1
                  Las vegas, NV 89146
                  Tel: (702) 228-7590
                  E-mail: jmcpherson@s-mlaw.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of 3 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/nvb10-19793.pdf

The petition was signed by Joe Lamarca, Willin LLC in its capacity
as manager of Debtor by Joseph Lamarca.


JEFFREY FAULKNER: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Jeffrey A. Faulkner
        7733 Pleasant Valley Road
        Camden, OH 45311

Bankruptcy Case No.: 10-33397

Chapter 11 Petition Date: May 25, 2010

Court: U.S. Bankruptcy Court
       Southern District of Ohio (Dayton)

Judge: Guy R Humphrey

Debtor's Counsel: Thomas R. Noland, Esq.
                  Statman, Harris & Eyrich, LLC
                  Fifth Third Center
                  1 South Main Street, Suite 900
                  Dayton, OH 45402
                  Tel: (937) 222-1090
                  Fax: (937)222-1046
                  E-mail: notices@statmanharris.com

Estimated Assets: $0 to $50,000

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

A copy of the Debtor's list of 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/ohsb10-33397.pdf

The petition was signed by the Debtor.


JOHNSON PUBLISHING: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Johnson Publishing Company of Boulder, Colorado
        5981 Marion Dr.
        Denver, CO 80216

Bankruptcy Case No.: 10-22828

Chapter 11 Petition Date: May 25, 2010

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: A. Bruce Campbell

Debtor's Counsel: Thomas F. Quinn, Esq.
                  1600 Broadway
                  Ste. 1675
                  Denver, CO 80202
                  Tel: (303) 832-4355
                  Fax: (720) 554-8033
                  E-mail: tquinn@tfqlaw.com

Scheduled Assets: $1,179,799

Scheduled Debts: $4,336,601

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cob10-22828.pdf

The petition was signed by Kevin E. Wright.


JUDITH CARR: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Judith Carr
        2 Chesapeake Drive
        Manalapan, NJ 07726-3173

Bankruptcy Case No.: 10-26148

Chapter 11 Petition Date: May 26, 2010

Court: U.S. Bankruptcy Court
       District of New Jersey (Trenton)

Judge: Kathryn C. Ferguson

Debtor's Counsel: Timothy P. Neumann, Esq.
                  Broege, Neumann, Fischer & Shaver
                  25 Abe Voorhees Drive
                  Manasquan, NJ 08736
                  Tel: (732) 223-8484
                  E-mail: tneumann@bnfsbankruptcy.com

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

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

A copy of the Debtor's list of 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/njb10-26148.pdf

The petition was signed by the Debtor.


KB IN & OUT: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: KB In & Out, Inc.
        dba Century Car Wash
        4700 W. Century Blvd.
        Inglewood, CA 90304

Bankruptcy Case No.: 10-31004

Chapter 11 Petition Date: May 25, 2010

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

Judge: Vincent P. Zurzolo

Debtor's Counsel: M. Jonathan Hayes, Esq.
                  Law Office of M. Jonathan Hayes
                  9700 Reseda Bl Ste201
                  Northridge, CA 91324
                  Tel: (818) 882-5600
                  Fax: (818) 882-5610
                  E-mail: jhayes@polarisnet.net

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb10-31004.pdf

The petition was signed by Kenneth Gharib, president.


KIC-1, L.L.C.: Case Summary & 10 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: KIC-1, L.L.C.
        1461 1st Avenue
        New York, NY 10075

Bankruptcy Case No.: 10-12753

Chapter 11 Petition Date: May 25, 2010

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

Debtor's Counsel: Mark A. Frankel, Esq.
                  Backenroth Frankel & Krinsky, LLP
                  489 Fifth Avenue
                  New York, NY 10017
                  Tel: (212) 593-1100
                  Fax: (212) 644-0544
                  E-mail: mfrankel@bfklaw.com

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

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

A copy of the Company's list of 10 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/nysb10-12753.pdf

The petition was signed by Sofia Koustis, managing member.


KT TERRAZA: Creditors Have Until June 1 to File Proofs of Claim
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has established June 1, 2010, as the last day for any individual
or entity to file proofs of claim against KT Terraza I, LLC,
et al.

Los Angeles, California-based KT Terraza I, LLC, filed for Chapter
11 bankruptcy protection on March 16, 2010 (Bankr. C.D. Calif.
Case No. 10-19693).  Bernard D. Bollinger, Jr., Esq., at Buchalter
Nemer, assists the Company in its restructuring effort.  The
Company listed $50,000,001 to $100,000,000 in assets and
$100,000,001 to $500,000,000 in liabilities.

These affiliates of the Company filed separate Chapter 11
petitions:

     -- GTS Property Portfolio B-3, LLC (Case No. 09-14774) on
        March 3, 2009; and

     -- B3 FLJC, LLC (Case No. 10-19697) on March 16, 2010.

B3 FLJC, LLC, listed $50 million to $100 million in assets and
$100 million to $500 million in liabilities.


LANKERSHIM & VANOWEN: Case Summary & Largest Unsecured Creditor
---------------------------------------------------------------
Debtor: Lankershim & Vanowen Properties, LLC
        17622 Raymer St.
        Northridge, CA 91325

Bankruptcy Case No.: 10-16257

Chapter 11 Petition Date: May 25, 2010

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

Judge: Maureen Tighe

Debtor's Counsel: Robert S. Altagen, Esq.
                  Law Offices of Robert S. Altagen
                  1111 Corporate Ctr Dr #201
                  Monterey Park, CA 91754
                  Tel: (323) 268-9588
                  Fax: (323) 268-8742
                  E-mail: rsaink@earthlink.net

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
------                   ---------------        ------------
Kinay Development         Purchases              $1,919
Construction
18137 Partenia Blvd.
Northridge, CA 91326

The petition was signed by Ardas A. Yanik, managing member.


LAURELWOOD GROUP: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Laurelwood Group, LLC
        14900 Ventura Boulevard, Suite 220
        Sherman Oaks, CA 91403

Bankruptcy Case No.: 10-16289

Chapter 11 Petition Date: May 25, 2010

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

Judge: Maureen Tighe

Debtor's Counsel: Jeremy Faith, Esq.
                  Goodman Faith LLP
                  21650 Oxnard St Ste 500
                  Woodland Hills, CA 91367
                  Tel: (818) 827-9193
                  Fax: (818) 932-3686
                  E-mail: jfaith@goodmanfaith.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb10-16289.pdf

The petition was signed by Arthur R. Aslanian, managing member.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
The Andalucia Project, LLC             09-21502    09/01/09


LEHMAN BROTHERS: Estate Sues JP Morgan to Recover $8.6-Bil.
-----------------------------------------------------------
Lehman Brothers Holdings Inc. sued JPMorgan Chase Bank N.A. to
claw back as much as $8.6 billion that it seized as collateral
prior to the investment bank's bankruptcy filing in 2008.

In a 66-page complaint filed in the U.S. Bankruptcy Court for the
Southern District of New York, LBHI accused JPMorgan of using its
position as primary clearing bank to the company's broker-dealer
unit to extract billions of dollars including $5 billion in cash
on the final business day.

The complaint alleged that JPMorgan threatened to discontinue its
clearing services unless LBHI posted excessive collateral.

"With this financial gun to LBHI's head, JPMorgan was able to
extract extraordinarily one-sided agreements from LBHI literally
overnight," says LBHI's attorney, John Quinn, Esq., at Quinn
Emanuel Urquhart & Sullivan LLP, in Los Angeles, California.

The agreements were allegedly used by JPMorgan to extract
billions of dollars in collateral not for clearing exposures but
to secure billions of dollars of "grossly exaggerated exposures"
that JPMorgan now asserts were incurred as a result of LBHI's
bankruptcy, according to Mr. Quinn.

"JPMorgan was able to flex the power of its clearing bank
position to take swift and severe steps to catapult itself ahead
of all of LBHI's other creditors," Mr. Quinn says in the
complaint.

According to the complaint, JPMorgan Chairman Jamie Dimon learned
from his meetings in September 9, 2008, with Federal Reserve
Chairman Ben Bernanke and former U.S. Treasury Secretary Henry
Paulson that the U.S. government would not rescue LBHI if it
filed for bankruptcy.  From those meetings, JPMorgan's management
decided to accelerate its efforts to secure LBHI's collateral.

The Official Committee of Unsecured Creditors has joined in the
lawsuit.  If LBHI wins the case, any money recovered could
increase the payout to creditors.

JPMorgan spokesman Joe Evangelisti called the lawsuit
"meritless," and said the bank will defend against it, according
to a May 26 report by Reuters.

The lawsuit came two months after Anton Valukas, the examiner
appointed to investigate into what caused LBHI's bankruptcy,
published the results of his investigation.  The examiner found
colorable claims against JPMorgan in connection with its demands
for collateral in the final days of LBHI.  The demands for
collateral had direct impact on LBHI's liquidity pool, according
to the examiner.

Mr. Evangelisti said, however, that the examiner's report makes
clear that it was not the conduct by JPMorgan but the "ill-
advised" decision of LBHI itself to take on perilous leverage and
to double-down on subprime mortgages and overpriced commercial
real estate that led to LBHI's collapse, according to a May 27
report by Financial Times.

LBHI earlier sued Barclays Capital Inc., the U.K.-based bank that
bought its North American broker-dealer business, to recover as
much as $11 billion.  It alleged that Barclays possibly received
billions of dollars in excess assets from the sale outside the
bankruptcy court's view.

LBHI also filed a motion seeking a reversal of the Bankruptcy
Court's prior ruling approving the sale.  A trial was held in
late April 2010 to dig into the issue and is due to continue next
month in the Bankruptcy Court.

                       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)


LIBERTY HOME: Case Summary & 7 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Liberty Home Care Nurses Employment Agency, Inc.
        103-43 Lefferts Boulevard
        Richmond Hill, NY 11419

Bankruptcy Case No.: 10-44799

Chapter 11 Petition Date: May 25, 2010

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

Judge:  Elizabeth S. Stong

Debtor's Counsel: Marilyn Cowhey Macron, Esq.
                  Macron & Cowhey
                  257 Beach 116th Street
                  Rockaway Park, NY 11694
                  Tel: (718) 474-0111
                  E-mail: marilyn@macroncowhey.com

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

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

A copy of the Company's list of 7 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/nyeb10-44799.pdf

The petition was signed by Christine Persaud, president.


LYONDELL CHEMICAL: Crude Units Hit by Fire; Repairs Underway
------------------------------------------------------------
As widely reported, LyondellBasell Industries' crude installation
unit at its 268,000 barrel per day Houston, Texas refinery was hit
by a fire on May 17, 2010.

LyondellBasell said it has started a crude unit at its refinery in
Houston, and may know the extent of damage to a second crude unit
from the fire by May 21, 2010, Barbara Powell of Bloomberg News
reports.

Spokesperson for Lyondell, David Harpole told Bloomberg News, "The
crude unit restart began today and we plan to have feed into the
unit tomorrow."

In a related report by Reuters, Mr. Harpole said the refinery was
still producing gasoline from intermediate feedstocks and other
streams that are processed in other units.  "We are still
producing percentage of our normal gasoline output," Mr. Harpole
was quoted by Reuters as saying.

In a public statement dated May 20, 2010, LyondellBasell said it
expects a crude distillation unit at its Houston refinery to be
out of service for about four weeks to repair damage sustained in
the fire.  No other operating units were damaged in the fire,
which was extinguished in less than an hour, and there were no
injuries, Lyondell added.

The Houston refinery has two crude distillation units designed to
process very heavy crude oil.  One distillation unit will operate
while the unit involved in the fire is being repaired.  Each unit
is capable of processing about 50% of the refinery's stated crude
consumption capacity of 268,000 barrels per day on a calendar day
basis.  The refinery's configuration enables LyondellBasell to
maintain production of finished fuel products through the
operation of downstream processing units while crude distillation
units are out of service.

                      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: Equistar Sues Mitsubishi to Claim $409,000
-------------------------------------------------------------
Reorganized Debtor Equistar Chemicals, LP, filed a complaint
against Mitsubishi International Corporation for its refusal to
pay an alleged debt of $409,249 to Equistar.

Equistar and Mitsubishi were parties to a mono-ethylene glycol
agreement, whereby Equistar sold to Mitsubishi a specific quantity
of MEG on an annual basis.  On December 31, 2008, Equistar sold
MEG to Mitsubishi worth $409,249.  Mitsubishi's payment was due on
March 16, 2009.  Mitsubishi has not paid Equistar the $409,249,
Peter Friedman, Esq., at Cadwalader, Wickersham & Taft LLP, in New
York, relates.

Since Mitsubishi defaulted on payment, Mitsubishi is required to
pay Equistar's "costs of collection, including, but not limited
to, reasonable attorney's fees" under the MEG Agreement, Mr.
Friedman points out.  The Court also authorized rejection of the
MEG Agreement effective as of February 25, 2009.  Despite that
rejection of the MEG Agreement, Mitsubishi is still obligated to
pay the matured debt owed to Equistar that was incurred before the
rejection of the MEG Agreement, he says.

Mr. Friedman asserts that the debt owed by Mitsubishi under the
MEG Agreement constitutes property of Equistar's estate under
Section 541 of the Bankruptcy Code.  He insists that Equistar
performed its obligations in accordance with the MEG Agreement.
On the contrary, Mitsubishi breached and is in default of the MEG
Agreement by failing and refusing to remit to Equistar all amounts
due under the MEG Agreement.  He also contends that Mitsubishi
violated Section 362(a)(3) of the Bankruptcy Code because its
refusal to pay Equistar the amount owed under the MEG Agreement
constitutes a prohibited act to obtain possession of property of
the estate or of property from the estate or to exercise control
over property of the estate.  Mitsubishi's violation of the
automatic stay was and is willful and deliberate because it had
actual knowledge of the Debtors' bankruptcy cases and has been
advised by Equistar that its actions are in violation of the
automatic stay, he emphasizes.

Equistar, thus, asks the Court to enter a judgment:

  (a) declaring that Mitsubishi owes a matured debt pursuant to
      Section 542(b) of the Bankruptcy Code, to Equistar in the
      principal amount of $409,249, plus interest at the
      maximum lawful rate or 18% per annum;

  (b) awarding damages in an amount not less than $409,249,
      plus interest at the maximum lawful rate or 18% per annum
      resulting from Mitsubishi's breach of the MEG Agreement;

  (c) directing Mitsubishi to pay $409,249, plus interest at the
      maximum lawful rate or 18% per annum to Equistar;

  (d) declaring that failure by Mitsubishi to pay its matured
      debt to Equistar constitutes a willful violation of
      Section 362(a)(3);

  (e) declaring that the failure by Mitsubishi to pay its
      matured debt to Equistar lacks reasonable basis and
      constitutes contempt of court; and

  (f) awarding Equistar its costs and expenses, including
      reasonable attorney's fees, incurred in connection with
      its efforts to (i) recover property of the estate, (ii)
      enforce its rights and collect debts arising under the MEG
      Agreement, and (iii) compel compliance by Mitsubishi with
      its obligations under the Bankruptcy Code, the Stay Order
      and the Rejection Order.

                      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)


MAPLE PARK: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Maple Park Properties, Inc.
          dba Yogi Bears Jellystone Park
        290 Glen Charlie Road
        East Wareham, MA 02538

Bankruptcy Case No.: 10-15698

Chapter 11 Petition Date: May 26, 2010

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

Judge: William C. Hillman

Debtor's Counsel: Norman Novinsky, Esq.
                  Novinsky & Associates
                  1350 Belmont Street, Suite 105
                  Brockton, MA 02301
                  Tel: (508) 559-1616
                  Fax: (508) 588-9306
                  E-mail: nnovinsky@msn.com

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

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

According to the schedules, the Company says that assets total
$186,380 while debts total $7,006,151.

A copy of the Company's list of 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/mab10-15698.pdf

The petition was signed by Brock Tucy, president.

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Brock Tucy                            09-22152            12/16/09


MARKETXT HOLDINGS: Former CEO Fights $25 Mil. Bankruptcy Judgment
-----------------------------------------------------------------
The former CEO of MarketXT Holdings Corp., Omar Sharif Amanat, has
claimed that the plan committee in the company's Chapter 11 case
failed to substantiate the millions of dollars in losses it
allegedly suffered when Amanat's fraud helped bring down the
company, according to Bankruptcy Law360.

In his bid to overturn a bankruptcy court's $24.5 million judgment
against him, Omar said the plan committee provided divergent
estimates of damages, Law360 reports.

MarketXT Holdings Corporation, fka Tradescape Corporation, was a
day-trading firm conducting electronic equity trades on all
the major U.S. stock exchanges.  The Company sought Chapter 11
protection on March 26, 2004 (Bankr. S.D.N.Y. Case No. 04-12078).
The Chapter 11 Trustee is represented by attorneys at Kaye Scholer
LLP.


MARY TAPLETT: Files List of 20 Largest Unsecured Creditors
----------------------------------------------------------
Mary L. Taplett has filed with U.S. Bankruptcy Court for the
Eastern District of Washington its list of largest unsecured
creditors, disclosing:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
Parkwood Associates
P.O. Box 2188
Wenatchee, WA
98807                                                 $333,374

CHS - Sun Basin
Operations                                            $391,936
P.O. Box 608                                    Collateral FMV
Quincy, WA 98848            Trade Debt                $228,000

1988 Taplett Family
Trust                                                 $140,660
P.O. Box 2522                                   Collateral FMV
Wenatchee, WA 98807                                         $0

1988 Taplett Family Trust                             $140,388

Sterling Savings Bank
Commercial Loan             Bank Loan                 $133,194

WaMu                        Bank Loan                 $107,395

Evans Lease, Inc.           Trade Debt                $103,000

Duck Lake Water             Trade Debt                $102,000

Taplett Grandchildren's
Trust                                                  $62,313

Columbia Feeders                                       $61,400

Bank of America             Credit Card Debt           $46,835

Mofatt Thomas               Trade Debt                 $40,000

Wells Fargo                 Bank Loan                  $37,490

American Express            Credit Card Debt           $31,187

PNC Equipment Finance                                  $39,576
                                                Collateral FMV
                                                       $10,000

Dean Taplett                                           $23,587
                                                Collateral FMV
                                                            $0

Tousley Brain
Stephens PLLC               Trade Debt                  $23,251

Main Street Acquisitions    Trade Debt                  $19,226

Johnson Gaukroger           Trade Debt                  $19,125

Shelley Lewis                                           $18,468

East Wenatchee, Washington-based Mary L. Taplett filed for Chapter
11 bankruptcy protection on May 10, 2010 (Bankr. E.D. Wash. Case
No. 10-02835).  Christina M. Davitt, Esq., at Davitt Law Group
PLLC, assists the Company in its restructuring effort.  The
Company listed $10,000,001 to $50,000,000 in assets and $1,000,001
to $10,000,000 in liabilities.

These affiliates filed separate Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Taplett Family Ltd. Partnership        09-00516    02/05/09
Taplett Orchard, Inc.                  09-06979    12/17/09


MARY TAPLETT: Section 341(a) Meeting Scheduled for June 29
----------------------------------------------------------
The U.S. Trustee for Region 18 will convene a meeting of Mary L.
Taplett's creditors on June 29, 2010, at 3:30 p.m.  The meeting
will be held at Wenatchee Federal Building, 301 Yakima Street,
Room M08, Wenatchee, WA.

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

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

East Wenatchee, Washington-based Mary L. Taplett filed for Chapter
11 bankruptcy protection on May 10, 2010 (Bankr. E.D. Wash. Case
No. 10-02835).  The Company listed $10,000,001 to $50,000,000 in
assets and $1,000,001 to $10,000,000 in liabilities.  Two
affiliates -- Taplett Family Ltd. Partnership and Taplett Orchard,
Inc. -- filed for Chapter 11 in 2009.


MARY TAPLETT: Wants to Hire Davitt Law as Bankruptcy Counsel
------------------------------------------------------------
Mary L. Taplett has sought permission from the U.S. Bankruptcy
Court for the Eastern District of Washington to employ Davitt Law
Group, PLLC, as bankruptcy counsel.

Davitt Law will provide legal counsel to the Debtor.

The Debtor paid Davitt Law a retainer of $10,000 plus filing fees.
Davitt Law will be paid $150 per hour for its services.

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

East Wenatchee, Washington-based Mary L. Taplett filed for Chapter
11 bankruptcy protection on May 10, 2010 (Bankr. E.D. Wash. Case
No. 10-02835).  The Company listed $10,000,001 to $50,000,000 in
assets and $1,000,001 to $10,000,000 in liabilities.  Two
affiliates -- Taplett Family Ltd. Partnership and Taplett Orchard,
Inc. -- filed for Chapter 11 in 2009.


MOVIE GALLERY: Great American's GOB Sales to Last 10 Weeks
----------------------------------------------------------
As of May 13, 2010, Movie Gallery Inc. and its units continued to
operate 1,296 stores in the U.S. and 181 stores located in Canada.
Of the 1,296 currently-open U.S. Stores, approximately 270 are in
the late phases of liquidation sales, and will be closed shortly.

Against this backdrop, the Debtors sought and obtained approval
from the U.S. Bankruptcy Court for the Eastern District of
Virginia to (i) sell their remaining assets free of all liens,
claims, encumbrances and interest, and (ii) conduct going-out-of-
business sales in their currently-open U.S. stores -- totaling
approximately 1,028 -- until August 31, 2010, pursuant to an
exclusive agency agreement with Great American WF, LLC.

Michael A. Condyles, Esq., at Kutak Rock LLP, in Richmond,
Virginia, -- Michael.Condyles@KutakRock.com -- relates that in
early April, the Debtors, the Prepetition Secured Parties, the
Official Committee of Unsecured Creditors and representatives of
the Debtors' major suppliers of movies held a series of all-hands
meetings to discuss the potential reorganization of the Debtors'
business around a much smaller footprint of ongoing stores.

Based on those meetings and the parties' review and analysis of
the business plan proposed by the Debtors, all parties concluded
that it was in the best interest of the Debtors, their estates,
the Debtors' stakeholders, and the other parties-in-interest to
terminate the Debtors' remaining business operations, liquidate
the Debtors' remaining assets, and wind-down the Debtors' affairs
in an orderly process under Chapter 11 of the Bankruptcy Code.

Pursuant to the agreement of the Prepetition Secured Parties,
that process would also provide some recovery for holders of
general unsecured claims against the Debtors, even though the
claims of the Prepetition Secured Parties will not be paid in
full.

On May 7, 2010, the Debtors, the Prepetition Secured Parties, the
Committee, the Studios and Warner Home Video executed and filed a
stipulation and related term sheet outlining their agreement.
The Term Sheet details the agreement among the Debtors' key
constituents regarding among other things:

(1) the Debtors' alleged default under the Cash Collateral
     Order asserted by the Prepetition Secured Parties;

(2) the agreement of Prepetition Secured Parties to permit
     $5,000,000 of cash to be made available for holders of
     general unsecured claims against the Debtors and to permit
     their collateral to be used to fund certain payments to the
     major movie studios in connection with the ongoing
     liquidation of the Debtors' Movie Inventory;

(3) the agreement of the Studios and Warner Home Video not to
     challenge the continued liquidation of the Debtors'
     remaining Movie Inventory subject to the provisions of the
     Term Sheet; and

(4) the timing for filing of a plan of liquidation consistent
     with the agreement set forth in the Term Sheet.

In the midst of the discussions leading to the execution of the
Term Sheet, the Debtors received an unsolicited bid from Great
American to act as the Debtors' exclusive agent to conduct "Going
Out of Business" Sales and to sell the Debtors' remaining assets.

Great American, one of the largest liquidators of retail
inventory in the United States, previously liquidated
$180 million of the Debtors' inventory in stores closed
prepetition.

The Debtors have had discussions and negotiations with several
other liquidators concerning the sale of the Debtors' Movie
Inventory and other assets, and have considered other transaction
structures for the liquidation of their assets.

The Debtors believe that the agreements of Great American to
(i) effectively backstop up to $4.5 million of the Debtors'
revenue share liability and (ii) pay costs associated with
occupying and operating the Debtors' Remaining Stores are
significantly valuable to the estate.

Moreover, the Debtors believed that Great American's offer of
$62,300,000 for the sale of the assets was the highest and best
offer that they have received for their assets.  Accordingly, the
Debtors executed the Agency Agreement with Great American on
May 13, 2010, subject to higher and better offers.

            Great American Declared Successful Bidder

In an auction held May 19, 2010, Great American was identified as
the successful bidder, who will act as the Debtors' exclusive
agent for the limited purpose of (a) selling all of the
Merchandise located in the Debtors' retail store locations listed
on Exhibit 1A to the Agency Agreement, (b) disposing of the
Debtors' furniture, fixtures and equipment located at (i) the
Stores; and (ii) their corporate offices and other facilities
identified on Exhibit 1C; (c) disposing of the Debtors'
leasehold interests in non-residential real property for the
Closing Locations and the Corporate Offices; and (d) disposing of
the Debtors' fee owned properties identified in Exhibit 17(a) to
the Agency Agreement.

Businessweek.com said Great American raised the highest bid at
$74.2 million during the auction.

Other bidders that participated in the auction include the joint
enterprise of Gordon Brothers Retail Partners and Hilco Merchant
Resources, Hudson Capital Group LLC and Tiger Capital Group LLC,
but all of them dropped out as they could not contain the bid
topped by Great America, Businessweek related.

In an official statement dated May 20, 2010, Great American
confirmed that it was indeed the successful bidder on the Movie
Gallery Inc. deal for $74.2 million for all of the store
inventory, fixtures, lease designation rights and 53 owned
properties.

"Movie Gallery is one of the largest transactions we have seen in
the retail disposition space during the past six months.  This
assignment is a demonstration of Great American Group's strong
market position and represents a significant accomplishment for
our team," said Andrew Gumaer, chief executive officer of Great
American.

Great American disclosed that it had worked together with Movie
Gallery in prior years strategically closing stores in an effort
to revive the business, but lack of time and finances have
brought on the shuttering of the remaining stores.

The going-out-of-business-sale does not include Movie Gallery
Canadian operations.

Scott Carpenter, executive vice president of Great American said,
"We are very excited about being selected to handle this project
for the Movie Gallery estate.  It is always difficult when a
chain of over 1,000 stores comes to an end.  In the next 8-10
weeks we will wind down these stores while selling millions of
games and DVD's that the chain rented or stocked for sale.  While
this is a difficult time for the employees of Movie Gallery, this
event will provide incredible buying opportunities for the
consumer, as well as operators looking to purchase these
locations."

The going-out-of-business started on May 21, and is expected to
last eight to 10 weeks.

                 Objections are Overruled

Prior to the Court's entry of its order, 10 parties objected to
the Debtors' Asset Sale Motion and their intent to employ Great
American as their exclusive Sales Agent:

-- Centro Properties Group, GGP Limited Partnership, Aronov
    Realty Management and The Morris Companies

-- Developers Diversified Realty Corporation, Weingarten
    Realty Investors, Hawkins Companies, LLC and Regency
    Centers, LP

-- Glimcher Properties Limited Partnership

-- Gordon Brothers Retail Partners and Hilco Merchant
    Resources, LLC

-- Inland US Management LLC and Inland American Retail
    Management, LLC

-- South Moorhead Associates, L.L.P.

-- The Official Committee of Unsecured Creditors

-- Tri-County Associates LLC and Buefield(Ridgeview)WMS LLC

-- Walker Kennedy LLC

-- Tuscaloosa County, Alabama

Centro Properties Group, GGP Limited Partnership, Aronov Realty
Management, The Morris Companies, Developers Diversified Realty
Corporation, Weingarten Realty Investors, Hawkins Companies, LLC,
Regency Centers, LP, and Inland US Management LLC, Inland American
Retail Management, LLC, are landlords and parties with the Debtors
to certain unexpired leases of premises in which the Debtors
operate their business pursuant to written leases.   The
Landlords object to the motion to the extent the Store
Closing Guidelines breach the provision of their Leases.

Glimcher Properties Limited Partnership -- which owns New Towne
Mall, New Philadelphia, Ohio in which the Debtors lease retail
space pursuant to a written lease -- objected to the motion to
the extent that the Debtors seek to nullify the modifications to
the Store Closing Procedures Order, as set forth in Side Letter
Agreements, with respect to the conduct of any Store Closing Sale
at the Leased Premises.  The Side Letter Agreements were the
result of extensive negotiations between GPLP, the Debtors and
Gordon Brothers to resolve GPLP's Store Closing Sales Objection
and specifically, GPLP's objections to the Store Closing
Procedures.

South Moorhead Associates, L.L.P., and Centro Properties Group
joined in Glimcher's objection.

Gordon Brothers Retail Partners and Hilco Merchant Resources,
LLC, asked the Court to deny the portion of the motion which
sought to grant a substantial Break-Up Fee and Expense
Reimbursement to Great American, contending among others, that,
the allowability of break-up fees under Section 503(b) of the
Bankruptcy Code depends upon the requesting party's ability to
show that the fees were actually necessary to preserve the value
of the estate.  Gordon Brothers and Hilco also disclosed their
intent to bid as the Debtors' asset sales agent.  With its
objection, Gordon Brothers and Hilco asked the Court to place
their bid as the stalking-horse bid when the Auction commences.
A full-text copy of their proposed Agency Agreement is available
for free at http://bankrupt.com/misc/MG_Hilco_prop_agencypact.pdf

The Official Committee of Unsecured Creditors asked the Court to
deny the Asset Sale Motion or adjourn its hearing until a time an
order is entered approving the Amended Final Cash Collateral
Order, which is one of the conditions sought for in the Plan Term
Sheet.  Furthermore, the parties have not reached an agreement on
the terms of the Liquidation Budget, the Committee says.

Tri-County Associates LLC and Bluefield (Ridgeview) WMS, LLC
asked the Court to deny the Asset Sale Motion, contending that
if there is a successful bidder other than Great American at the
Sale Hearing, the Tri-County and Bluefield will not receive any
notice of any revised terms of the proposed GOB Sales or purchase
of lease designation rights until the Sale Hearing.

Walker Kennedy LLC wanted the GA Agreement modified to protect
its rights to file a motion and obtain an order compelling the
Debtors to assume or reject its Lease within a specified period
of time.  According to Walker Kennedy, it seeks to amend the GA
Agreement because it wants to recover value from its Property
before the value of the Property declines.

The Tuscaloosa County Tax Collector objected to the Asset Sale
Motion and on grounds that its 2010 lien for unpaid advalorem
taxes is secured in the assets of the sale.  Tuscaloosa County
also asks the Court that the validity of its claim be recognized.

However, Judge Douglas O. Tice overruled in all respects all
objections to the Motion that have not been withdrawn, waived,
settled, or specifically addressed, and all reservations of
rights included in the objections were denied.

Judge Tice approved in its entirety the Debtors' Agency Agreement
with Great American.  He ruled that all amounts payable to the
Successful Bidder be paid to it without the need for any
application or further court order.

Judge Tice further ruled that:

* All assets sold pursuant to the Agency Agreement will be sold
   free and clear of liens, security interest or claims of any
   kind or nature.

* Titles to each Subject Asset will remain with the applicable
   Debtor's estate and each Subject Asset will remain property
   of the applicable Debtor's estate until the earlier of (i)
   the sale of the Subject Asset by the Successful Bidder to a
   third party and (ii) the occurrence of the Sale Termination
   Date.

* Throughout the applicable Sale Term, the Successful Bidder
   will have the right to use the Stores and all related
   services, furniture, fixtures, equipment and other assets of
   the Debtors for the purpose of conducting the GOB Sales, in
   each case solely in accordance with the applicable provisions
   of the Agency Agreement.

* Until the applicable Sale Termination Date, the Successful
   Bidder will be granted a limited license and right to use the
   Debtors' trade names, logos and customer lists relating to
   and used in connection with the operation of the Stores,
   solely for the purpose of advertising the GOB Sales in
   accordance with the applicable terms of the Agency Agreement.

* The Successful Bidder will be permitted to include in the GOB
   Sales as consigned goods the Additional Agent Merchandise in
   accordance with the terms and provisions of the Agency
   Agreement.  At all times, title to the Additional Agent
   Merchandise will remain with the Successful Bidder and the
   Additional Agent Merchandise and the proceeds thereof, will
   not constitute property of the estate of any one or more of
   the Debtors.

* The Leasehold Disposition Rights are approved, subject to the
   affected landlords' right under Section 365 of the Bankruptcy
   Code, provided that the affected landlord receives notice of
   the proposed assignment of the lease.  The Fee Owned Property
   Disposition Rights are also approved.

* Upon the issuance of the Letter of Credit provided for in the
   Agency Agreement, the Debtors will grant to the Successful
   Bidder, a valid and perfected first priority security
   interest and superpriority administrative claim in and lien
   upon the Subject Assets and the Comprehensive Sale Proceeds
   to secure all obligations of Debtors under the Agency
   Agreement; provided, however, that until the payment of:

     (i) the Transaction Consideration;

    (ii) the Merchant's First Tranche Recovery Amount, if any;

   (iii) the Merchant's Second Tranche Recovery Amount, if any;

    (iv) any amounts necessary to reimburse Merchant for
         Comprehensive Sale Expenses; and

* Upon entry of the Order and payment of the Initial
   Transaction Payment and the issuance of the Letter of Credit,
   the security interest granted to the Successful Bidder will
   be deemed properly perfected without the need for further
   filings or documentation.

In connection with the liquidation of the assets, Great American
will also have the right to direct the Debtors to request Court
approval of the assumption and assignment of leases of non-
residential real property in accordance with Section 365 of the
Bankruptcy Code.

The assumption and assignment will be at Great American's sole
cost and expense and all of the non-debtor counter-parties to the
leases will be provided with notice and an opportunity to object
to any requested assumption and assignment.

A full-text copy of the Asset Sales Order is available for free
at http://bankrupt.com/misc/MG_AssetSalesOrder.pdf

A full-text copy of the approved Agency Agreement is available for
free at http://bankrupt.com/misc/MG_GAAgreement_execver.pdf

                        About Movie Gallery

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

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

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

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


MOVIE GALLERY: Seeks July 31 Extension for Plan Exclusivity
-----------------------------------------------------------
Movie Gallery, Inc. and its debtor affiliates ask Judge
Douglas O. Tice Jr. of the U.S. Bankruptcy Court for the
Eastern District of Virginia to extend their exclusive periods to
file a Chapter 11 plan through July 31, 2010, and to solicit
acceptances of that Plan through September 30, 2010.

The Debtors' time to file a Chapter 11 Plan expires on June 2 and
their deadline to solicit acceptances falls on August 1.

Pursuant to Section 1121(b) of the Bankruptcy Code an initial
period of 120 days is given after the Petition Date of a Chapter
11 case during which a debtor has the exclusive right to file a
Chapter 11 plan.  Section 1121(c) of the Bankruptcy Code provides
that, if a debtor files a plan within the 120-day exclusive
period, a debtor has an initial period of 180 days after the
Petition Date to solicit acceptances of that Plan, during which
time competing plans may not be filed.

In support of the Debtors' motion, Jeremy S. Williams, Esq. at
Kutak Rock LLP in Richmond, Virginia tells the Court that
pursuant to Section 1121(d) of the Bankruptcy Code, courts are
permitted to extend "for cause," based upon relevant facts and
circumstances, a debtors' exclusive right to file and solicit
votes for a chapter 11 plan.

According to Mr. Williams, the sheer size and complexity of the
Debtors' Chapter 11 cases alone provides sufficient cause to
extend the Exclusive Periods.

As of the Petition Date, the Debtors' Chapter 11 cases
encompassed almost 2,500 retail locations throughout the United
States, more than 19,000 employees and approximately $750,000,000
in prepetition liabilities -- the combination of which has given
rise to a number of complex legal issues, says Mr. Williams.

The recent decision of the Debtors to proceed with a liquidation
has resulted in the need to shift their focus to the development
of an orderly and efficient liquidation process and corresponding
Plan of Liquidation, Mr. Williams explains.

The Debtors anticipate filing their Plan of Liquidation within
the time agreed to in the Term Sheet for the Joint Plan of
Liquidation of Movie Gallery Inc. and its affiliated Debtors.  An
extension of the Exclusive Filing Period beyond the time set
forth in the Term Sheet is intended only to allow for any
extension that may be agreed to by the applicable constituencies
in the event additional time is necessary to complete the
negotiation of a consensual Plan of Liquidation, Mr. Williams
tells the Court.

If the Exclusive Periods are allowed to expire in the midst of
the Debtors' formulation of a consensual plan and the subsequent
confirmation process, there is a risk that what has been a
consensual and swiftly moving-process could be derailed, to the
detriment of the Debtors' estates, Mr. Williams contends.

Accordingly, the Debtors believe that ample cause exists to
extend the Exclusive Periods at this stage of the Proceedings.

The Court will convene a hearing to consider the request on
May 27, 2010, at 2:00 p.m. Prevailing Eastern Time.  Objections
are due May 24.

                        About Movie Gallery

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

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

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

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


MOVIE GALLERY: Wants Until Aug. 31 to Decide on Leases
------------------------------------------------------
Movie Gallery Inc. and its units ask the Court to extend to
August 31, 2010 the time within which they must assume or reject
unexpired leases of non-residential property pursuant to Section
365(B) of the Bankruptcy Code.  The deadline for the Debtors to
make decisions regarding lease decisions expires on June 2.

Under Section 365 of the Bankruptcy Code, bankruptcy courts may
grant an additional 90-day extension of the initial 120-day
period given to a debtor to assume or reject their leases for
cause shown.

The Debtors seek the extension in order to complete the
liquidation of its assets.  It is essential that the sales be
conducted at existing store locations to maximize the value of
those assets.  To accomplish this, it is necessary that the
Leases remain in effect during this time, Jeremy S. Williams,
Esq., at Kutak Rock LLP, in Richmond, Virginia, tells the Court.

Mr. Williams relates that the extension the Debtors seek will
permit the Debtors to both conduct the Going out of Business
Sales in an orderly fashion and to more accurately consider the
marketability of the Leases for purposes of considering whether
an assumption and assignment is warranted.  Furthermore, these
procedures are a requirement of the Agency Agreement between the
Debtors and Great American WF, LLC, and part of the consideration
being requested by Great American, he contends.

The Court will convene a hearing to consider the request on
May 27, 2010, at 2:00 p.m. Prevailing Eastern Time.  Objections
are due May 24.

                         Parties Object

Inland Commercial Management, Inc. asks the Court to deny the
motion, contending that cause does not exist to extend the
Assumption/Rejection Deadline with respect to an unexpired lease
of a non-residential real property with the Debtors for the
premises located in Oak Lawn town Center in Oak Lawn, Illinois.

According to Inland, the Debtors have recently decided to
terminate their remaining business operations and liquidate their
remaining assets.  Thus, they will no longer have any continuing
business operations.  In this regard, the case does not present
any of the circumstances typically seen in other cases where
debtors are afforded additional time so that they can more fully
evaluate the impact of their leasehold interests on their
reorganization.

Similarly, Walker Kennedy LLC tells the Court that the Debtors
should not be permitted to extend their lease disposition period
for another 90 days because they are not timely performing their
obligations under the lease with respect to Walker's property in
7418 Admiral Place, Tulsa Oklahoma.  Walker points out that it
will be severely prejudiced by the extension of the Debtors'
deadline to assume or reject the lease until August 31, 2010.

                        About Movie Gallery

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

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

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

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


NEFF CORP: Seeks Approval for Key Employee Incentive Plan
---------------------------------------------------------
BankruptcyData.com reports that Neff filed with the U.S.
Bankruptcy Court a motion for an order approving the
implementation of the Debtors' key employee incentive plan.

Financial performance awards under the plan are payable in three
installments:

   (a) 25 percent upon satisfying quarterly EBITDA goals for
       the June 1, 2010 through August 31, 2010 performance
       period;

   (b) 25 percent upon satisfying quarterly EBITDA goals for
       the September 1, 2010 through November 30, 2010
       performance period; and

   (c) 50 percent upon the effective date of the Debtors'
       chapter 11 plan, based on satisfaction of cumulative
       EBITDA goals in the June 1, 2010 through August 31,
       2010 and September 1, 2010 through November 30, 2010
       performance periods, in the aggregate.

The Debtors believe that the payout timing of the Financial
Performance Award is appropriate to correctly incentivize the Key
Employees to drive the Debtors' successful restructuring and to
ensure the ongoing viability of the Debtors' businesses.
The maximum award to be honored for the ten key employees covered
under the plan is $1,268,000.

The Company also filed a separate motion to implement a valued
employee program for certain non-insider employees.  Pursuant to
the valued employee program, 93 critical employees will be
entitled to receive additional compensation in an aggregate amount
up to $750,000.  The Debtors' chief executive officer and the
chief financial officer will allocate these payments to the
critical employees in their business judgment. No individual
critical employee will receive a payment totaling more than
$25,000 in the aggregate under the valued employee program. The
Court scheduled a June 8, 2010 hearing to consider the motions.

                          About Neff Corp.

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

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

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


NORTH POINTE: Files Schedules of Assets & Liabilities
-----------------------------------------------------
North Pointe Partners One, LLC, has filed with the U.S. Bankruptcy
Court for the Southern District of Indiana its schedules of assets
and liabilities, disclosing:

  Name of Schedule                       Assets       Liabilities
  ----------------                       ------       -----------
A. Real Property                      $14,979,903
B. Personal Property                     $367,866
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                     $11,661,236
E. Creditors Holding
   Unsecured Priority
   Claims                                                      $0
F. Creditors Holding
   Unsecured Non-priority
   Claims                                                 $66,908
                                      -----------     -----------
      TOTAL                           $15,347,769     $11,728,144

Indianapolis, Indiana-based North Pointe Partners One, LLC, filed
for Chapter 11 bankruptcy protection on May 10, 2010 (Bankr. S.D.
Ind. Case No. 10-06921).  Jeffrey J. Graham, Esq., at Taft
Stettinius & Hollister LLP, assists the Company in its
restructuring effort.  The Company estimated its assets and debts
at $10,000,001 to $50,000,000.

Various affiliates, including Lauth Investment Properties, LLC,
and Brier Creek Medical Associates, LLC, filed for Chapter 11 in
2009.


NORTH POINTE: Section 341(a) Meeting Scheduled for June 29
----------------------------------------------------------
The U.S. Trustee for Region 10 will convene a meeting of North
Pointe Partners One, LLC's creditors on June 29, 2010, at 10:00
a.m.  The meeting will be held at Room 416B U.S. Courthouse, 46 E.
Ohio Street, Indianapolis, IN 46204.

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

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

Indianapolis, Indiana-based North Pointe Partners One, LLC, filed
for Chapter 11 bankruptcy protection on May 10, 2010 (Bankr. S.D.
Ind. Case No. 10-06921).  Jeffrey J. Graham, Esq., at Taft
Stettinius & Hollister LLP, assists the Company in its
restructuring effort.  The Company estimated its assets and debts
at $10,000,001 to $50,000,000.

Various affiliates, including Lauth Investment Properties, LLC,
and Brier Creek Medical Associates, LLC, filed for Chapter 11 in
2009.


NORTH AMERICAN PETROLEUM: Drilling Dispute Prompted Filing
----------------------------------------------------------
North American Petroleum Corp. USA filed for Chapter 11 on May 25
(Bankr. D. Del. Case No. 10-11707), listing assets and debts of
between $100 million and $500 million.

According to Reuters, the Company said a drilling dispute with its
major client Enterra Energy Corp. choked its liquidity and its
ability to service its debt.  Enterra Energy, with which North
American Petroleum entered into a drilling agreement in 2006,
scrapped the company's drilling contract in December 2009, citing
certain project delays.  Eneterra's claim was disputed by the
Debtor, according to the filings.

Affiliate Prize Petroleum, LLC, also filed for Chapter 11.

                       About North American

North American Petroleum Corp. USA is a natural gas driller.
North American Petroleum and Prize Petroleum are subsidiaries of
Petroflow Energy Corporation.

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.


NORTH AMERICAN PETROLEUM: Enterra Energy Has $18.4MM Claim
----------------------------------------------------------
Enterra Energy Trust has received notification that North American
Petroleum USA and Prize Petroleum LLC, (collectively "NAPCUS")
both of which are wholly owned by Petroflow Energy Ltd., have
filed voluntary petition for reorganization under Chapter 11 of
the Bankruptcy Code in the United States Bankruptcy Court for the
District of Delaware.  NAPCUS had been participating with Enterra
through a Farmout Agreement in the Hunton liquids-rich gas play in
Oklahoma.  As previously announced Enterra delivered notice of
termination of the Farmout Agreement, for non-performance on the
part of NAPCUS, on December 15, 2009.  Enterra currently operates
62 wells in which NAPCUS has a working interest.  NAPCUS had not
made timely payments for their share of operating costs and
capital recovery fees for salt water disposal, and as a
consequence Enterra has asserted its liens on these producing
wells to protect its rights to recover amounts owing.

Presently, excluding operating costs relating to the production
month of May, Enterra estimates that NAPCUS owes the Trust
approximately US$8.2 million for its share of operating costs and
capital recovery fees for salt water disposal.  Enterra has filed
statutory liens under Oklahoma law based upon this amount and as a
result of the liens, the purchasers of NAPCUS' share of production
from these wells are holding its revenues in trust until the liens
and related claims can be settled.  These amounts held in trust
represent a significant portion of the amount owing to Enterra.
Consistent with the contractual rights, Enterra has also filed a
lien of approximately US$10.2 million representing the additional
amounts owing on NAPCUS' share of salt water disposal facility
capital recovery fees pursuant to the subject agreements.

At this point it is too early to predict the outcome of Enterra's
claims and related matters against NAPCUS. However, Enterra's
management believe that they have taken the appropriate actions to
protect Enterra's interests and recover the amounts owing to
Enterra.  Based on management's current assessment of the
situation, no provision for uncollectible amounts has been taken.

                   About Enterra Energy Trust

Enterra is an exploration and production oil and gas trust based
in Calgary, Alberta, Canada with its United States operations
office located in Oklahoma City, Oklahoma. Enterra's trust units
and debentures are listed on the Toronto Stock Exchange under the
symbols (ENT.UN, ENT.DB, ENT.DB.A) and Enterra's trust units are
listed on the New York Stock Exchange under the symbol (ENT). The
Trust's portfolio of oil and gas properties is geographically
diversified with producing properties located in Alberta, British
Columbia, Saskatchewan and Oklahoma. Production is comprised of
approximately 52 percent crude oil and natural gas liquids and 48
percent natural gas. Enterra has compiled a multi-year drilling
inventory for its properties including its new oil play
opportunities in the Cardium in west central Alberta and the
Circus prospect in southern Oklahoma.

                       About North American

North American Petroleum Corp. USA is a natural gas driller.
North American Petroleum and Prize Petroleum are subsidiaries of
Petroflow Energy Corporation.

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.


NORTH AMERICAN PETROLEUM: Case Summary & Creditors List
-------------------------------------------------------
Debtor: North American Petroleum Corporation USA
        1401 17th Street
        Suite 310
        Denver, CO 80202

Bankruptcy Case No.: 10-11707

Chapter 11 Petition Date: May 25, 2010

Court: United States Bankruptcy Court
       District of Delaware (Delaware)

Debtor's
Delaware Counsel: Domenic E. Pacitti, Esq.
                  Klehr Harrison Harvey Branzburg LLP
                  919 Market Street
                  Suite 1000
                  Wilmington, DE 19801
                  Tel: (302) 552-5511
                  Fax: (302) 426-9193
                  E-mail: dpacitti@klehr.com

Debtor's
Bankruptcy
Counsel:          Kirkland & Ellis LLP

Debtor's
Restructuring
Advisor:          Kinetic Advisors LLC

Debtor's Claims
& Notice Agent:   Epiq Systems Inc.

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

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

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Prize Petroleum LLC                    10-11708   5/25/10
  Assets: $0 to $50,000
  Debts: $100,000,001 to $500,000,000

The petitions were signed by Richard Menchaca, chief executive
officer.

Consolidated List of 30 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
DBS, Ltd., Donnie B.      Trade Debt             $194,133
& Nancy C. Seay

Executive Center LLC      Trade Debt             $187,146

Altex Energy Corporation  Trade Debt             $167,661

Edward K. Kopplow, Jr.    Trade Debt             $164,057

Milbrae Energy LLC        Trade Debt             $163,170

Bridwell Oil Company      Trade Debt             $150,000

Walter M. Embrey, Jr.     Trade Debt             $115,271

Richard Menchaca          Trade Debt             $76,559

Blue Stone Oil Corp.      Trade Debt             $76,109

Sundown Energy LP         Trade Debt             $58,822

Alamo Plaza               Trade Debt             $44,216

Chesapeake Operating      Trade Debt             $36,763

Welch Family              Trade Debt             $30,049
Investors, LP

Global Crossings          Trade Debt             $29,000

Claremont Corporation     Trade Debt             $26,042

Maquire Oil               Trade Debt             $24,743

Robert H. Yoe, Jr.        Trade Debt             $22,462

Yoe Enterprises           Trade Debt             $20,482

Oklahoma Tax Comission    Trade Debt             $20,100

Stirling Place            Trade Debt             $16,916

Robert L. Crook, Jr.      Trade Debt             $13,849

Hass Petroleum            Trade Debt             $13,239

Alvin Thaggard III        Trade Debt             $11,128

Blue Cross and Blue       Trade Debt             $10,500
Shield Association

ESS Inc. (Electric        Trade Debt             $9,518
Submersible Service)

Trilogy Oil & Gas         Trade Debt             $4,483

East Central Electric     Trade Debt             $4,210

CMIT Solutions            Trade Debt             $3,285

Geiger, Laborde &         Trade Debt             $2,783
Laperouse, LLC

Pure Compliance           Trade Debt             $2,335


NORTHEAST MAINE: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Northeast Maine, Inc.
        2254 Atlantic Highway, Route 1
        Lincolnville, ME 04849

Bankruptcy Case No.: 10-10841

Chapter 11 Petition Date: May 25, 2010

Court: U.S. Bankruptcy Court
       District of Maine (Bangor)

Debtor's Counsel: D. Sam Anderson, Esq.
                  Bernstein Shur Sawyer & Nelson
                  100 Middle Street, West Tower
                  Portland, ME 04101
                  Tel: (207) 774-1200
                  Fax: (207) 774-1127
                  E-mail: sanderson@bernsteinshur.com

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

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

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

The petition was signed by Richard Baltou, president.


ODYSSEY EMPLOYEE: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Odyssey Employee Business Services, Inc.
          aka Odyssey Business Services, Inc.
        P.O. Box 2058
        Dayton, NV 89403
        Tel: (775) 246-3062

Bankruptcy Case No.: 10-52039

Chapter 11 Petition Date: May 26, 2010

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

Debtor's Counsel: Kaaran E. Thomas, Esq.
                  Mcdonald Carano Wilson LLP
                  100 W Liberty Street, 10th Floor
                  Reno, NV 89505
                  Tel: (775) 788-2000
                  E-mail: kthomas@mcdonaldcarano.com

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

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

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

The petition was signed by Sandra L. Harrall, president and
director.


OMNICARE INC: S&P Assigns 'BB' Preliminary Subordinated Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'BB'
preliminary subordinated rating and 'B' preliminary preferred
stock rating to Omnicare Inc.'s well-known seasoned issuer (WKSI)
shelf registration.  Omnicare used this shelf in May 2010 to issue
$400 million of 7.75% senior subordinated notes due 2020.  S&P
believes the shelf will remain outstanding; however, S&P is not
aware of any intention by the company to issue additional
securities off of the shelf at this time.

S&P's ratings on Covington, Ky.-based Omnicare Inc. continue to
reflect its narrow business focus, exposing it to industry-
specific risks, such as the potential for future reimbursement
pressure.  In addition, Omnicare has experienced a number of
operating shortfalls over the past few years.  These risks partly
are offset by the company's opportunity to capitalize on its
leading position as a provider of pharmacy services to nursing
homes and other long-term care providers, its strong liquidity,
and its ability to generate free cash flow despite numerous
operating hurdles over the past few years.

                           Ratings List

                           Omnicare Inc.

        Corporate credit rating               BB/Stable/--

                         Ratings Assigned

         Subordinated debt                     Prelim. BB
         Preferred stock                       Prelim. B


PATRICIA SESSOMS: Case Summary & 3 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Patricia T. Sessoms
        114 Riverside Drive
        Suffolk, VA 23435

Bankruptcy Case No.: 10-72486

Chapter 11 Petition Date: May 25, 2010

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

Judge: Frank J. Santoro

Debtor's Counsel: John D. McIntyre, Esq.
                  Wilson & McIntyre, PLLC
                  500 East Main Street, Suite 920
                  Norfolk, VA 23510
                  Tel: (757) 961-3900
                  E-mail: jmcintyre@wmlawgroup.com

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

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

According to the schedules, the Debtor says that assets total
$1,695,060 while debts total $712,423.

A copy of the Debtor's list of 3 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/vaeb10-72486.pdf

The petition was signed by the Debtor.


PHILADELPHIA NEWSPAPERS: Allows Union Funds Voting Claims
---------------------------------------------------------
Philadelphia Newspapers LLC has reached agreements temporarily
allowing claims of more than $65 million held by two unions
representing its warehouse, newspaper, and magazine employees and
their related pension funds, giving the funds a right to vote on
the debtor's plan, Bankruptcy Law360 reports.

According to Law360, Judge Stephen Raslavich signed off on the
pair of stipulations in the U.S. Bankruptcy Court for the Eastern
District of Pennsylvania on Tuesday.

Philadelphia Newspapers -- http://www.philly.com/-- owns and
operates numerous print and online publications in the
Philadelphia market, including the Philadelphia Inquirer, the
Philadelphia Daily News, several community newspapers, the
region's number one local Web site, philly.com, and a number of
related online products. The Company's flagship publications are
the Inquirer, the third oldest newspaper in the country and the
winner of numerous Pulitzer Prizes and other journalistic
recognitions, and the Daily News.

Philadelphia Newspapers and its debtor-affiliates filed for
Chapter 11 bankruptcy protection on February 22, 2008 (Bankr. E.D.
Pa. Case No. 09-11204).  Mark K. Thomas, Esq., and Paul V.
Possinger, Esq., at Proskauer Rose LLP in Chicago, Illinois; and
Lawrence G. McMichael, Esq., Christie Callahan Comerford, Esq.,
and Anne M. Aaronson, Esq., at Dilworth Paxson LLP, in
Philadelphia, Pennsylvania, serve as bankruptcy counsel.  The
Debtors' financial advisor is Jefferies & Company Inc.  The Garden
City Group, Inc., serves as claims and notice agent.

Ben Logan, Esq., at O'Melveny & Myers LLP in Los Angeles,
California; and Gary Schildhorn, Esq., at Eckert Seamans Cherin &
Mellott, LLC in Philadelphia, represent the Official Committee of
Unsecured Creditors.  Fred S. Hodara, Esq., Abid Qureshi, Esq.,
and Alexis Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP in
New York, represent the Steering Group of Prepetition Secured
Lenders.

Philadelphia Newspapers listed assets and debts of $100 million to
$500 million in its bankruptcy petition.


PTM TECHNOLOGIES: Case Summary & 2 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: PTM Technologies, Inc.
        321 Farmington Road
        Mocksville, NC 27028

Bankruptcy Case No.: 10-50980

Chapter 11 Petition Date: May 26, 2010

Court: U.S. Bankruptcy Court
       Middle District of North Carolina (Winston-Salem)

Judge: William L. Stocks

Debtor's Counsel: Charles M. Ivey III, Esq.
                  Ivey, McClellan, Gatton, & Talcott, LLP
                  100 S. Elm Street, Suite 500
                  Greensboro, NC 27401
                  Tel: (336) 274-4658
                  Fax: (336) 274-4540
                  E-mail: jlh@imgt-law.com

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

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

According to the schedules, the Company says that assets total
$3,953,216 while debts total $7,199,424.

A copy of the Company's list of 2 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/ncmb10-50980.pdf

The petition was signed by W. Michael Mebane, vice president and
chief operating officer.

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Renegade Holdings, Inc.               09-50140            01/28/09
Alternative Brands, Inc.              09-50140            01/28/09
Renegade Tobacco Co                   09-50140            01/28/09


PURADYN FILTER: Posts $269,067 Net Loss in Q1 Ended March 31
------------------------------------------------------------
Puradyn Filter Technologies Incorporated filed its quarterly
report on Form 10-Q, reporting a net loss of $269,067 on $674,261
of revenue for the three months ended March 31, 2010, compared
with a net loss of $682,420 on $298,781 of revenue for the same
period of 2009.

The Company's balance sheet as of March 31, 2010, showed
$1,681,681 in assets and $7,514,535 of liabilities, for a
stockholders' deficit of $5,832,854.

As reported in the Troubled Company Reporter on April 24, 2010,
Webb and Company, P.A., in Boynton Beach, Fla., expressed
substantial doubt about the Company's ability to continue as a
going concern after auditing the Company's financial statements
for the year ended December 31, 2009.  The independent auditors
noted that the Company has suffered recurring losses from
operations, its total liabilities exceed its total assets, and it
has relied on cash inflows from an institutional investor and
current stockholder.

The Company used net cash in operations of approximately $352,000
and $567,000 during the three-months ended March 31, 2010, and
2009, respectively.  As a result, the Company has had to rely
principally on private equity funding, including the conversion of
debt into stock, as well as stockholder loans to fund its
activities to date.

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

               http://researcharchives.com/t/s?635b

Boynton Beach, Fla.-based Puradyn Filter Technologies Incorporated
(OTC BB: PFTI) -- http://www.puradyn.com.-- designs,
manufactures, markets and distributes worldwide the puraDYN(R)
bypass oil filtration system for use with substantially all
internal combustion engines and hydraulic equipment that use
lubricating oil.


RAPHAEL VINCENTE: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Joint Debtors: Raphael A. Vincente
               June Black-Vincente
               10312 Crosby Place
               Pt St Lucie, FL 34986

Bankruptcy Case No.: 10-24463

Chapter 11 Petition Date: May 25, 2010

Court: U.S. Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Erik P. Kimball

Debtor's Counsel: David Marshall Brown, Esq.
                  330 N Andrews Avenue # 450
                  Ft Lauderdale, FL 33301
                  Tel: (954) 765-3166
                  Fax: (954) 765-3382
                  E-mail: david@brownvanhorn.com

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

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

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

The petition was signed by the Joint Debtors.


REMEDIAL (CYPRUS): Wins OK to Sell Assets to Creditors for $120M
----------------------------------------------------------------
Bankruptcy Law360 reports that Remedial (Cyprus) Public Co. Ltd.
has won a judge's approval to sell virtually all its assets to
current bondholders for $120 million following the company's
failed attempt to solicit other competing bids.

Judge Robert E. Gerber signed off on the deal after a relatively
swift hearing Wednesday in the U.S. Bankruptcy Court for the
Southern District of New York, according to Law360.

                       About Remedial (Cyprus)

Based in Limassol, Cyprus, Remedial (Cyprus) Public Company owns
and operates self-propelled jack up rigs called Elevating Support
Vessels. The vessels facilitate offshore well intervention
activities and work-over services.

Remedial (Cyprus) Public Company Ltd. -- dba Brufani
Shipmanagement Limited and Remedial Cyprus Limited -- filed for
Chapter 11 bankruptcy protection on February 17, 2010 (Bankr.
S.D.N.Y. Case No. 10-10782).  Kenneth A. Rosen, Esq., at
Lowenstein Sandler, P.C., assists the Company in its restructuring
effort.  The Company estimated its assets and debts at
US$100,000,001 to US$500,000,000.


RICHARD FUSCONE: Files Schedules of Assets and Liabilities
----------------------------------------------------------
Richard Fuscone filed with the U.S. Bankruptcy Court for the
Southern District of New York its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $14,995,000
  B. Personal Property               $80,500
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $13,832,979
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $706,642
                                 -----------      -----------
        TOTAL                    $15,075,500      $14,539,621

Armonk, New York-based Richard Fuscone filed for Chapter 11
bankruptcy protection on April 6, 2010 (Bankr. S.D.N.Y. Case No.
10-22675).  Lawrence F. Morrison, Esq., at Meister Seelig & Fein,
LLP, assists the Company in its restructuring effort.  The Company
estimated its assets and debts at $10,000,001 to $50,000,000.


ROYAL SCYTHIAN: Case Summary & 5 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Royal Scythian, LLC
        P.O. Box 1107
        Wellington, CO 80549-1107

Bankruptcy Case No.: 10-22886

Chapter 11 Petition Date: May 25, 2010

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: Michael E. Romero

Debtor's Counsel: David Wadsworth, Esq.
                  1660 Lincoln St.
                  Ste. 2200
                  Denver, CO 80264
                  Tel: (303) 296-1999
                  Fax: (303) 296-7600
                  E-mail: dvw@sendwass.com

Scheduled Assets: $1,843,420

Scheduled Debts: $2,823,645

A list of the Company's 5 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cob10-22886.pdf

The petition was signed by Doug Andersen, member/manager.


SAINT VINCENTS: Has Interim OK for Grant as Crisis Managers
-----------------------------------------------------------
St. Vincents Catholic Medical Centers and its units received
interim approval to employ Grant Thornton LLP to provide crisis
management services and employ Mark E. Toney as chief
restructuring officer and Steven R. Korf as chief
financial officer, nunc pro tunc to the Petition Date.

A hearing to consider final approval of the Application will be
held on May 27, 2010.

The Debtors relate that they need specialized advice from
professionals with experience in dealing with distressed
healthcare facilities to assist their wind down efforts.  The
Debtors have selected Grant Thornton because of its wealth   of
experience in providing advisory services to healthcare
organizations.

                 Retention of Mr. Toney as CRO

Mr. Toney, National Managing Principal of Grant Thornton's
Corporate Advisory and Restructuring Services Practice, is well
suited to serve as CRO for the Debtors, says Alfred E. Smith, IV,
chairman of Saint Vincents Catholic Medical Centers of New York.
Mr. Toney specializes in providing operations, corporate planning,
and restructuring services to clients in a number of different
industries, with particular expertise in the healthcare industry.

Prior to joining Grant Thornton, Mr. Toney was a Managing Director
at AlixPartners, LLC, as well as a partner at
PricewaterhouseCoopers LLP, serving as National Healthcare
Practice Leader for its Business Recovery Services group.  He was
also a principal in a consulting firm and vice president in a
boutique investment banking firm.  He has served as Plan Manager
and Crisis Manager for hospitals, PPM's, HMO's, PPO's, as well as
other healthcare-related entities.  His responsibilities have
included operational reorganizations, financial restructuring,
transaction management for mergers, acquisitions and divestitures,
turnarounds, loan workouts, and Chapter 11 bankruptcy proceedings.
Most of Mr. Toney's engagements have involved large and middle
market companies in healthcare, retail, food processing, and
manufacturing, Mr. Smith says.

                  Retention of Mr. Korf as CFO

Mr. Korf, a Partner of Grant Thornton's Corporate Advisory and
Restructuring Services Practice, is well suited to serve as CFO
for the Debtors, Mr. Smith asserts.  Prior to joining Grant
Thornton, Mr. Korf was a Managing Director at a national
consulting firm and spent 20 years in private industry in various
senior management positions.  He has represented debtors and
creditors of both public and private companies in identifying
solutions to various complex operational and financial issues,
frequently in crisis situations.

Services provided by Mr. Korf have included evaluating business
plans, negotiating capital structures, developing reorganization
plans and valuing business enterprises.  He has also negotiated
numerous acquisitions and divestitures and has consistently proven
his ability to enhance profitability in both growth and
restructuring environments.  Mr. Korf has also advised public and
private companies in identifying solutions to various complex
operational and financial issues, frequently in crisis situations.

                      Prepetition Services

Since late January 2010, Mr. Toney, Mr. Korf, and the other Grant
Thornton professionals have been providing the Debtors with crisis
management services.  In his capacity as CRO, Mr. Toney has
supervised a team of professionals who have been critical in the
Debtors efforts to address their deteriorating financial condition
and to assess all potential options in connection with the
Hospital's long-term viability including identifying a new sponsor
to keep the Hospital open and marketing the Debtors' non-Hospital
businesses for sale as going concerns.

The Debtors relate that during the months prior to the Petition
Date, Grant Thornton assisted them in securing additional
financing from New York State and the Medical Centers' secured
lenders, implementing certain cost reductions, and assisting them
in marketing their on-going non-Hospital businesses for sale as
going concerns.

                    Services to be Provided

As CRO, Mr. Toney will hold overall responsibility for the
operation and eventual sale or wind-down of the Debtors.  He will
also be responsible for leading the Debtors in their evaluation
and implementation of strategic and tactical options throughout
the wind-down process.

As CFO, Mr. Korf will manage the Debtors' overall financial,
reporting and treasury functions.  In addition, Messrs. Toney and
Korf, along with Grant Thornton crisis management services
professionals will:

  (a) coordinate and provide administrative support for the
      Debtors' Chapter 11 cases and develop the Debtors' plan
      of reorganization or liquidation or other appropriate case
      resolution, if necessary;

  (b) lead negotiations with the Debtors' stakeholders and
      their representatives;

  (c) negotiate and regularly communicate with the Debtors'
      lenders;

  (d) manage the Debtors' financial and treasury functions;

  (e) provide leadership to the financial function including,
      without limitation, assist the Debtors in (i)
      strengthening the core competencies in the finance
      organization, particularly cash management, planning,
      general accounting, financial reporting, and information
      management, and (ii) formulation and negotiation with
      respect to the Chapter 11 cases;

  (f) assist with the preparation of the Schedules of Assets
      and Liabilities, the Statements of Financial Affairs, and
      other regular reports required by the Court or which are
      customarily issued by the Debtors' Chief Financial
      Officer;

  (g) lead negotiations with potential acquirers of the Debtors'
      assets;

  (h) manage the "working group" professionals who are assisting
      the Debtors in the Chapter 11 process or who are working
      for the Debtors' various stakeholders to improve
      coordination of their effort and individual work product
      to be consistent with the Debtors' overall goals;

  (i) identify and implement both short-term and long-term
      liquidity-generating initiatives and wind-down plans;

  (j) develop and implement cash management strategies, tactics
      and processes; work with the Debtors' treasury department
      and other professionals and coordinating the activities of
      the representatives of other constituencies in the cash
      management process;

  (k) leading the Debtors' management in implementing the
      Debtors' revised business and wind-down plan and other
      related forecasts as may be required by bank lenders in
      connection with ongoing negotiations or as may be required
      by the Debtors for other business or corporate purposes;

  (l) manage the claims and claims reconciliation processes as
      well as provide assistance in those areas as testimony
      before the Bankruptcy Court on matters that are within
      Grant Thornton's areas of expertise;

  (m) assist the Debtors with electronic data collection; and

  (n) assist with other related matters as may be requested by
      the Board or the Restructuring Committee, which fall
      within Grant Thornton's experience.

                          Compensation

(a) Retainer.  A retainer of $750,000 to be applied against
    future monthly and hourly fees and expenses.  The Retainer
    will be applied to any remaining  prepetition fees and
    expenses.

(b) Monthly and Hourly Fees.  Grant Thornton charges a monthly
    fixed fee of $125,000 for the services of Mr. Toney as CRO
    and a monthly fixed fee of $125,000 for the services of Mr.
    Korf as CFO.  Grant Thornton charges these hourly rates for
    the hours worked for the services of its other Temporary
    Staff.  These hourly rates will be billed in increments of
    half hours and Grant Thornton will agree to file a
    supplemental affidavit disclosing any increase in rate with
    the Court and will serve the same upon the Committee and the
    U.S. Trustee's Office.

    Professional                     Hourly Rate
    ------------                     -----------
    Partners/Principals              $635 - $695
    Directors                        $525 - $610
    Managers                         $410 - $465
    Associates/Senior Associates     $250 - $360
    Paraprofessionals                $175
    Administrative Assistants        $50

A list of the Temporary Staff Grant Thornton intends to use in
connection with the services being provided to the Debtors is
available for free at:

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

(c) Expenses.  The Debtors will pay directly, or reimburse Grant
   Thornton upon receipt of periodic billings, for all
   reasonable out-of-pocket expenses incurred in connection
   with this assignment, like travel, meals and lodging.  Grant
   Thornton will be entitled to reimbursement of expenses
   incurred in connection with the purchase of insurance to
   cover the Temporary Staff to the extent permitted by the
   Retention Agreement.

Notwithstanding the appointment of a CRO, the Board will retain
ultimate authority and responsibility regarding the powers,
duties, and responsibilities vested in the Debtors by applicable
law and regulations.

The Debtors will exculpate Grant Thornton, Mr. Toney, and Mr. Korf
for certain losses suffered in connection with performance of
services under the Retention Agreement, except for those arising
from their breach of fiduciary duty, gross negligence, willful
misconduct or fraud.

Grant Thornton will provide services to the Debtors as an
independent contractor, and does not have any express or implied
authority to assume or create any obligation or responsibility on
behalf of or in the name of the Debtors.

The Debtors relate that prior to the Petition Date, they have paid
Grant Thornton $4,472,834 in fees and expenses.

Mark E. Toney, national managing principal of the Corporate
Advisory and Restructuring Services practice of Grant Thornton
LLP, assures the Court that neither he, nor Grant Thornton, nor
any of its principals, employees, agents or affiliates, holds nor
represents any interest materially adverse to the Debtors or their
estates in matters for which it is proposed to be retained.

                      U.S. Trustee Objects

Diana G. Adams, U.S. Trustee for Region 2, objects to the payment
of the prepetition retainer to Grant Thornton LLP.  According to
Ms. Adams, Grant Thornton was paid prepetition retainer for
$750,000, which it seeks to hold as security for payment of their
fees until the conclusion of the case rather than draw down on the
retainers upon the first interim fee hearing, which is the
customary practice in this District.

Ms. Adams relates that all of the other proposed professionals in
Debtors' case, including Grant Thornton, will have to share the
$3 million professional fee carve out provided by the secured
lenders under the DIP Financing Agreement.  Grant Thornton seeks
to hold its retainer in addition to the fees they would share with
the other retained professionals under the DIP Carveout.

Ms. Adams notes that Grant Thornton will also receive 80% of its
fees on a monthly basis pursuant to the Monthly Compensation Order
which was entered by the Court.

Ms. Adams asserts that Grant Thornton has demonstrated any basis
for being treated differently, and more favorably, than any other
retained professionals.

         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: Prepetition Fee Disputes Erupt
----------------------------------------------
Bankruptcy Law360 reports that with money tight during the
liquidation of Saint Vincent Catholic Medical Centers, the U.S.
trustee, various professional firms and a lender are doing battle
over prepetition retainers and how much the firms will be paid.

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 Togut as Conflicts Counsel
---------------------------------------------------
Saint Vincents Catholic Medical Centers of New York and its debtor
affiliates seek the Court's authority to employ Togut, Segal &
Seal LLP as their conflicts counsel.  The Debtors believe that the
firm is uniquely qualified to represent them having represented as
conflicts counsel during their first chapter 11 case filed in July
2005.

The Debtors maintain that the employment of Togut Segal under a
general retainer is appropriate and necessary to enable them to
faithfully execute their duties as debtors and debtors-in-
possession.

Subject to the Court's approval, Togut Segal will:

  (a) advise the Debtors, where Kramer Levin Naftalis & Frankel
      LLP is or may be conflicted, regarding their powers and
      duties as debtors-in-possession in the continued
      management of their business and properties;

  (b) attend meetings and negotiate with representatives of
      creditors and other parties-in-interest;

  (c) take necessary action to protect and preserve the Debtors'
      estates, including prosecuting actions on the Debtors'
      behalf, defending any action commenced against and
      representing the Debtors' interests in negotiations
      concerning litigation, including, but not limited to,
      objections to claims filed against the estate;

  (d) prepare on the Debtors' behalf motions, applications,
      adversary proceedings, answers, orders, reports and papers
      necessary to the administration of these estates;

  (e) appear before the Court and any appellate courts and
      protect the interests of the Debtors' estates before these
      Courts; and

  (f) perform other necessary legal services and provide other
      necessary legal advice to the Debtors in connection with
      the Debtors' Chapter 11 cases.

The Debtors will pay Togut Segal in accordance with its current
and customary hourly rates:

  Partners                    $800-$935
  Associates and counsel      $275-$720
  Paralegals and law clerks   $155-$285

The Debtors also propose reimburse Togut Segal for its expenses
including, among other things, telecopier charges, mail and
express mail charges, special or hand delivery charges, document
processing, photocopying and travel expenses.

Albert Togut, Esq., at Togut, Segal & Segal LLP, in New York,
assures the Court that his firm is a "disinterested person" as
that term is defined in Section 101(14) of the Bankruptcy Code.

         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 Nod to Honor Medicaid Agreements
---------------------------------------------------------------
Saint Vincents Catholic Medical Centers of New York and its debtor
affiliates sought and obtained final approval to honor and
continue to perform under certain settlement agreements with the
Office of the Medicaid Inspector General.

Representing the Debtors, Adam C. Rogoff, Esq., at Kramer Levin
Naftalis & Frankel LLP, in New York, related that the Medicaid is
an important revenue source for the Debtors, particularly given
the historic level of care provided to the indigent community of
the Lower West Side of Manhattan.  According to Mr. Rogoff,
failure to perform under the agreements could result in holdbacks
in Medicaid payments, which would impact the Debtors' liquidity
and ability to facilitate an orderly wind down of their services
during their Chapter 11 cases.

"By continuing with the installment payments under these
settlement agreements, the Debtors seek to ensure that their
Medicaid funding will continue without interruption," Mr. Rogoff
maintains.

Mr. Rogoff says that despite implementing a Plan of Closure for
the Debtors' Manhattan acute-care Hospital, the Debtors will still
be collecting Medicaid payments for the services they provided,
which will assist in the preservation of the Debtors' on-going
non-Manhattan Hospital services.

Mr. Rogoff tells the Court that the Debtors seek to continue with
the modest aggregate monthly payments of approximately $23,000 or
an aggregate of $115,000 to the Medicaid program to avoid costly
litigation that would result in a depletion of resources for the
Debtors.

The Debtors assert that the relief requested is necessary to
facilitate the orderly wind down of the Manhattan acute care
hospital consistent with the Plan of Closure submitted to the New
York State Department of Health, while also preserving value for
the Debtors' other on-going non-hospital services.

         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: Sun Life Objects to Terms of Shattuck Retention
---------------------------------------------------------------
Sun Life Assurance Company of Canada objects to the application of
Saint Vincents Catholic Medical Centers of New York and its debtor
affiliates to employ Shattuck Hammond Parters as brokers.

In the Shattuck Application, the Debtors seek to retain Shattuck
Hammond Partners to broker the sale of St. Vincents' Westchester
and one other property.

Shattuck's compensation in connection with the sale of St.
Vincents' Westchester includes a 1% transaction fee with a
$350,000 minimum.  Sun Life asserts that depending on the
aggregate sale price, the Shattuck Application alone could result
in a commission that exceeds the approximate 4.5% market rate for
sales of commercial real estate and is disproportional to the
value received by the Debtors' estates.

According to Sun Life, the Debtors compound the likelihood of
excessive fees through the proposed retention of Cain Brothers &
Company, LLC to coordinate the overall marketing of the Debtors'
properties -- including St. Vincents' Westchester.  The Debtors
claim that the duplicative marketing services will not result in
excessive billing because Cain will reduce their commissions to
account for that "teamwork."

Sun Life contends that in true Wall Street fashion, the reality is
much different.  Sun Like adds that the Cain Application
represents that its transaction fee for St. Vincents' Westchester
will be reduced from 2% to 1% in the event of an integrated or
packaged sale of the Debtors' properties.  Sun Life maintains that
Shattuck, as part of the integrated sale, will still hit the
Debtors for its full 1% transaction fee for the sale of St.
Vincents' Westchester.

Accordingly, rather than deprive these bankruptcy estates of much-
needed sale proceeds, Sun Life asks the Court to either: (a) deny
the Application, or (b) modify the compensation structure within
the Application so that a Transaction Fee is only paid to the
professional responsible for successfully marketing and selling
St. Vincents' Westchester, thereby ensuring a reasonable, market-
rate commission.

         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 Interim Nod for Kramer Levin as Counsel
------------------------------------------------------------
Pursuant to Sections 327(a) and 1107 of the Bankruptcy Code, St.
Vincents Catholic Medical Centers and its units received interim
approval to employ Kramer Levin Naftalis & Frankel LLP as their
counsel nunc pro tunc to April 14, 2010.

A hearing to consider final approval of the Application will be
held on May 27, 2010.

The Debtors relate that they have selected Kramer Levin primarily
because of the firm's extensive experience in the fields of
bankruptcy and creditors' rights and its past representation of
health care institutions and other major constituencies in many of
the largest and most complex Chapter 11 reorganization cases of
recent years.

The Debtors further relate that approximately four months prior to
the Petition Date, they engaged Kramer Levin to provide general
bankruptcy and restructuring advice, and over the past four
months, the firm has been active in analyzing numerous complex
issues relevant to their restructuring, financing, and asset sale
transactions, including the preparation for the filings for the
Chapter 11 Cases.  As a consequence, the Debtors point out, Kramer
Levin has become familiar with their mission, services, affairs,
and capital structure, as well as many of the issues that will
pose the most challenging aspects in their Chapter 11 cases.

As counsel, Kramer Levin will assist, advice and represent the
Debtors with respect to:

  (a) the administration of their cases and the exercise of
      oversight with respect to their affairs, including all
      issues arising from or impacting their Chapter 11 cases;

  (b) the preparation on behalf of their necessary applications,
      motions, memoranda, orders, reports and other legal
      pleadings;

  (c) appearances in Court and at various meetings to represent
      the interests of the Debtors;

  (d) negotiating with their secured lenders, as well as the
      Official Committee of Unsecured Creditors, other
      creditors, and third parties, for the benefit of the
      Debtors' estates;

  (e) communication with creditors and others as the Debtors may
      consider desirable or necessary; and

  (f) the performance of all other legal services for the
      Debtors in connection with these Chapter 11 cases, as
      required under the Bankruptcy Code and the Bankruptcy
      Rules, and the performance of other services as are in the
      interests of Debtors, including without limitation, any
      general corporate legal services.

The Debtors propose to pay Kramer Levin based on the firm's
current hourly rates.  At present, the rates of Kramer Levin
professionals are:

  Title                     Rate/Hour
  -----                     ---------
  Partners                  $645-$975
  Counsel                   $685-$1,025
  Special counsel           $630-$720
  Associates                $390-$710
  Legal Assistants          $240-$290

The Debtors will also reimburse Kramer Levin for out-of-pocket
expenses.

In recognition of the important mission of the Debtors, Kramer
Levin has agreed to discount its fees by 10% in connection with
its representation of the Debtors.

According to the Debtors, Kramer Levin has received $3,545,562 for
the period from December 7, 2009 to the Petition Date for all
services and expenses.

Kenneth H. Eckstein, Esq., at Kramer Levin Naftalis & Frankel LLP,
in New York, assures the Court that his firm does not hold or
represent an interest adverse to the Debtors and is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                      U.S. Trustee Objects

Diana G. Adams, U.S. Trustee for Region 2, objects to the payment
of the prepetition retainer to Kramer Levin Naftalis & Frankel
LLP.  According to Ms. Adams, Kramer Levin was paid prepetition
retainer for $750,000, which it seeks to hold as security for
payment of its fees until the conclusion of the case rather than
draw down on the retainers upon the first interim fee
hearing, which is the customary practice in this District.

Ms. Adams relates that all of the other proposed professionals in
Debtors' case, including Kramer Levin, will have to share the
$3 million professional fee carve out provided by the secured
lenders under the DIP Financing Agreement.

Ms. Adams adds that Kramer Levin will also receive 80% of its fees
on a monthly basis pursuant to the Monthly Compensation Order
which was entered by the Court.

Ms. Adams asserts that Kramer Levin has not demonstrated any basis
for being treated differently, and more favorably, than any other
retained professionals.

         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 Nod to Pay Employee Obligations
----------------------------------------------------
Saint Vincents Catholic Medical Centers of New York and its debtor
affiliates received approval, on a final basis, to pay, in
accordance with the Debtor-in-possession financing budget, all
unpaid prepetition wages, withholdings, Self-Funded Benefits; and
prepetition expenses.

In its supplemental order, the Court authorized the Debtors to
honor and make payments to the Home Health Aides without regard to
whether those amounts arose before or after the Petition Date.
The Court also authorized the Debtors to require that any
prepetition payments to Home Health Aides be conditioned upon an
agreement by the applicable Home Health Aides to continue to
perform services postpetition on the same terms and condition, and
consistent with the same service levels, as provided in the normal
course of prepetition business operations between the Debtors and
that Home Health Aide.

Prepetition Saint Vincents Catholic Medical Centers of New York
and its debtor affiliates employed approximately 5,900 employees,
composed of approximately 4,200 union and 1,700 non-union
employees.  Prior to the Petition Date, the Debtors gave Worker
Adjustment and Retraining Notification Act notices terminating the
employment of thousands of employees.  For a short period of time
postpetition, however, the services of many of these Employees
will be required to implement the Hospital's Plan of Closure.
Other Employees did not receive WARN Notices because they are part
of the Debtors on-going non-Hospital operations.

In the ordinary course of the Debtors' businesses, Employees are
paid biweekly, in two separate groups in alternating weeks with
each payroll being made 14 days in arrears.  The aggregate amount
of wages paid to the Employees is approximately $15.2 million
every two weeks.  As of the Petition Date, the only unpaid wage
and salary obligations owed by the Debtors to the Employees would
be in the approximate aggregate amount of $12.7 million.

In addition to payroll obligations, the Debtors, as of the
Petition Date, estimate that the aggregate amount of all Paid Time
Off Leaves is approximately $20 million10 for Union and Non-Union
Employees.

         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 Nod to Honor Resident Obligations
------------------------------------------------------
Saint Vincents Catholic Medical Centers of New York and its debtor
affiliates received final approval to honor certain prepetition
policies and practices to maintain the confidence of the residents
of their facilities receiving inpatient nursing and rehabilitative
services.

According to the Debtors, maintaining the Resident Trust Fund
Policies and honoring refunds during their Chapter 11 Cases will
inspire the goodwill of the Long-Term Care Residents and their
families and will maintain the going concern value of the Long-
Term Care Facilities by facilitating the retention of existing
Long-Term Care Residents and encouraging new residents to apply
for admission.

Adam C. Rogoff, Esq., at Kramer Levin Naftalis & Frankel LLP, in
New York, says failing to follow the Resident Trust Fund Policies
will damage the going-concern value of these Long-Term Care
Facilities and expose the Debtors to regulatory fines and other
sanctions by governmental agencies.

"Strong resident relations are necessary to maintain the value of
the facilities and their reputations within the communities while
the Debtors market these facilities for sale as going concerns,"
Mr. Rogoff asserts.

In the ordinary course of operating the Long-Term Care Facilities,
the Debtors are subject to certain federal and New York state
statutes and regulations applicable to Long-Term Care Residents'
payments, refunds and deposits.  The Debtors' compliance with
these laws is facilitated by certain internal practices and
policies under which the Long-Term Care Facilities promptly refund
amounts owed to Long-Term Care Residents and hold certain funds of
Long-Term Care Residents in segregated accounts. Specifically,
these internal practices and policies apply to (a) Medicaid
eligibility refunds; (b) prepayment and overpayment refunds; (c)
the use of security deposits; and (d) maintaining trust fund
accounts for Long-Term Care Residents.

(A) Medicaid Eligibility Refund

   Long-Term Care Residents are occasionally admitted to the
   Long-Term Care Facilities pending a determination by the New
   York State Department of Health, through local social
   services districts, that the Long-Term Care Resident is
   eligible for Medicaid coverage of nursing home care.  The
   regulatory process for determining Medicaid eligibility
   typically takes between 30 to 90 days.  During the pendency
   of an eligibility determination, the Long-Term Care
   Facilities usually bill the Long-Term Care Resident at
   private-payor rates for services rendered.  Payment of those
   bills is made from the Long-Term Care Resident's private
   funds or some other source of private funding.  When the
   Long-Term Care Facilities receive notice of a Long-Term Care
   Resident's eligibility determination for Medicaid,
   all private funds paid by the Long-Term Care Resident since
   the filing date of his or her Medicaid application, less the
   Long-Term Care Resident's NAMI amount, must be refunded
   pursuant to regulatory requirements
.
(B) Prepayment and Overpayment Refunds

   Pursuant to ordinary and customary industry practices, the
   Long-Term Care Facilities require private-payor Long-Term
   Care Residents to pay their monthly bills, and Medicaid Long-
   Term Care Residents to pay their NAMI amounts in full, in
   advance at the beginning of each month.  When a Long-Term
   Care Resident is discharged from a Long-Term Care Facility
   before month's end, the Long-Term Care Facility is required
   by law to issue the Long-Term Care Resident or his or her
   responsible party a pro-rated refund of the unearned
   portion of the advance monthly payment

   Similarly, Long-Term Care Residents occasionally overpay for
   items and care provided at the Long-Term Care Facility.  The
   Long-Term Care Facility refunds those overpayments in
   accordance with its ordinary business practice and applicable
   law.

C. Security Deposits

   In the ordinary course of its business, and in accordance
   with applicable law, the Long-Term Care Facility may receive
   security deposits from its private-pay Long-Term Care
   Residents.  When received, the Long-Term Care Facility either
   applies the Security Deposit to the Long-Term Care Resident's
   outstanding obligations or returns the Security Deposit to
   the Long-Term Care Resident or his or her responsible party,
   as appropriate.

(D) Resident Trust Fund Accounts

   The Long-Term Care Facilities hold funds in trust for their
   Long Term Care Residents.  Those funds represent living
   allowances received by residents from the State of
   New York, as well as other resident funds deposited with the
   Long-Term Care Facility for safekeeping.  These funds are
   disbursed at the request of, or on behalf of, residents for
   their personal use.

   Upon written authorization of a Long-Term Care Resident, the
   Long-Term Care Facility is required by law to hold,
   safeguard, manage and account for the Long-Term Care
   Resident's personal funds deposited with the Long-Term Care
   Facility.

   As of April 9, 2010, approximately $660,000 in the aggregate
   was held on behalf of Long-Term Care Residents in the
   Resident Trust Fund Accounts.

Accordingly, the Debtors sought and obtained the Court's authority
to:

   (i) honor certain prepetition obligations to residents of its
       hospital-based long-term care facilities;

  (ii) continue to honor refunds owed to residents of its long-
       term care facilities; and

(iii) maintain certain resident trust fund accounts and
       policies.

All banks and financial institutions at which the Resident Trust
Fund Accounts are maintained are authorized and directed to
continue to service and administer the Resident Trust Fund
Accounts as accounts of the Debtors without interruption.

A list of the Resident Trust Funds Accounts is available for free
at http://bankrupt.com/misc/Vincents_ResidentFunds.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: Wins OK to Pay $15 Million Severance to Employees
-----------------------------------------------------------------
Saint Vincents Catholic Medical Centers of New York and its debtor
affiliates sought and obtained authority to make approximately
$15 million of severance payments to about 3,200 eligible
employees.

Prior to the Petition Date, the Debtors employed approximately
5,900 employees, composed of approximately 4,200 union and 1,700
non-union employees.  Union employees consist of members of 1199
SEIU United Healthcare Workers East, New York State Nurses
Association, Committee of Interns and Residents, Special &
Superior Officers Benevolent Association, and Teamsters Local 803.

As part of the Closure Plan, shortly before the Petition Date,
thousands of employees were advised that their jobs had been
terminated and issued notices under applicable law.  However, in
order to effectuate the closure of the Manhattan Hospital and
related wind down efforts, Employees were needed to perform
certain services postpetition.

Under the Union Severance Policy, union employees are entitled to
severance consisting of one week of pay for each completed year of
service for up to a maximum of four weeks of pay.  In addition,
prior to the Petition Date, the Debtors modified their prior
severance policy for non-union employees to make it consistent
with the union policy.

Accordingly, pursuant to the Non-union Severance Policy, employees
who are involuntarily terminated by the Debtors due to job
elimination, reduction in staff, or for other reasons defined by
the Debtors, are similarly entitled to one week of pay for each
completed year of service with a maximum severance pay of four
weeks.  The Non-union Severance Policy further provides that
severance pay will cease when the terminated employee obtains
other employment at the same or higher salary.

If that new employment provides a salary below that of the
severance, then severance pay will be equal to the difference
between the new salary and the severance pay amount.  Conversely,
under the Union Severance Policy, payments are not subject to
mitigation for new employment.

                        NYSNA Objection

The New York State Nurses Association opposed the payment of
severance being made at the Debtors' discretion.  NYSNA asserts
that the payment of the severance is an administrative expense and
payment is required under the Collective Bargaining Agreement.
Thus, NYSNA requests that the motions to permit the payments be
granted, but with the appropriate modifications in the language of
the Orders to make sure that the Debtors complies with their
obligations pursuant to Section 1113 of the Bankruptcy Code.

The limited objection of NYSNA has been resolved.

The Court's order provides that any payment or transfer made or
service rendered by the Debtors is not, and will not be deemed, an
admission as to the validity of the underlying obligation, a
waiver of any rights the Debtors may have to dispute that
obligation, or an approval or assumption of any agreement,
contract, or lease, including, but not limited to the applicable
collective bargaining agreements, under Section 365 of the
Bankruptcy Code.

The rights of any Union are reserved to move to compel payment of
any other severance payment and the rights of all parties are
reserved to contest whether any other payment is required.

         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).


SAND HILL: Case Summary & 8 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Sand Hill Panola SWD #2 LLC
        P.O. Box 837
        Center, TX 75935

Bankruptcy Case No.: 10-90210

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

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

A copy of the Company's list of 8 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/txeb10-90210.pdf

The petition was signed by Delicia Eaves, president.


SANMINA-SCI CORP: S&P Raises Corporate Credit Rating to 'B'
-----------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on San Jose, Calif.-based Sanmina-SCI Corp. to 'B'
from 'B-'.  S&P also revised the outlook to positive from stable,
recognizing the possibility of further improvement in leverage
metrics over the intermediate term.

"The action reflects improved operating profitability and
leverage, as a result of business recovery, cost-reduction
actions, and debt repayment," said Standard & Poor's credit
analyst Bruce Hyman.

S&P's ratings on Sanmina reflect improving operating profitability
levels, leading to a substantial reduction in debt leverage, as
well as the company's good business position in low-volume,
complex electronics manufacturing services, offset by aggressive
competition.  Sanmina is a leading provider of EMS for the
communications, enterprise computing, storage, medical devices,
and other industries.  The company had about $1.4 billion in
lease-adjusted debt outstanding as of April 3, 2010.


SINCLAIR BROADCAST: S&P Puts 'B' Rating on CreditWatch Positive
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' corporate credit
rating for Hunt Valley, Md.-based TV broadcaster Sinclair
Broadcast Group Inc., as well as all related issue-level ratings
on the company's debt, on CreditWatch with positive implications.

"The CreditWatch listing is based on the recent turnaround in the
company's operating performance, specifically its core ad
revenue," explained Standard & Poor's credit analyst Deborah
Kinzer.

In the first quarter of 2010, Sinclair's EBITDA increased 47% year
over year on 10% revenue growth from increased ad spending by the
automotive sector, political ad spending, and higher
retransmission fees.  Auto ad revenue grew by 36% in the quarter,
albeit against weak comparisons.  Excluding political ad revenue,
local ad revenue was up 14% (including retransmission revenue) and
national ad revenue increased 5%.  At the same time, operating
expenses decreased by 6% because of lower program amortization,
the closure of the unprofitable Acrodyne Communications unit, and
the sale of the unprofitable G1440 information technology
staffing, consulting, and software development unit in the fourth
quarter of 2009.

For the 12 months ended March 31, 2010, Sinclair's EBITDA margin
was 32.8%, up from 29.5% for the same period of 2009, which is
relatively good compared with peers'.  Nevertheless, S&P remains
concerned about the performance of Sinclair's real estate and
other noncore investments.

Sinclair's lease-adjusted EBITDA coverage of interest was 2.4x for
the 12 months ended March 31, 2010.  Pro forma for the increase in
interest expense from the new bank debt pricing and the 9.25%
coupon on the second-lien notes issued in October 2009, which
replaced lower-coupon convertible debt, interest coverage declines
to 2.1x.  Sinclair's lease-adjusted debt to EBITDA was 6.2x as of
March 31, 2010, unchanged from a year ago because of minimal
changes in both debt balances and EBITDA.  S&P expects the company
to lower its leverage further in 2010, because of improvement in
core operating performance and election ad revenue, although
leverage will likely rise somewhat in 2011 as the benefit of
political ad revenue runs off.

In resolving S&P's CreditWatch listing, S&P will assess the
outlook for the company's operating performance through the coming
election cycle and into 2011, when political ad revenue is likely
to be negligible.  S&P will also review the company's plans
regarding noncore investments and shareholder returns.  S&P could
raise the rating if S&P believes the company will be able to
achieve and maintain its trailing-eight-quarter average lease-
adjusted debt to EBITDA around 6.0x over the next two years.  Any
upgrade at this time is likely to be limited to one notch.


SOUTHWESTERN ENERGY: Moody's Reviews 'Ba2' Corporate Family Rating
------------------------------------------------------------------
Moody's Investors Service placed the ratings for Southwestern
Energy Company under review for possible upgrade.  The ratings
under review are the Ba2 Corporate Family Rating, Ba2 Probability
of Default Rating and Ba2 (LGD 4,53%) senior unsecured notes
rating.

The review is prompted by SWN's continued strong operational
performance supported by a conservative financial profile that
compares favorably the rated high yield exploration and production
peer group.  Despite weak natural gas prices, SWN continues to
grow its production and reserves while maintaining a very
competitive cost structure.  Despite an aggressive capital
spending program the last few years, SWN's financial leverage
continues rank to as one of the lowest in the peer group.

The review will include an assessment of the company's spending
plans for 2010 and 2011 to determine the level of spending
relative to cash flow and whether any additional debt will be
incurred to fund this program.  The review will also consider the
company's hedging strategy, as well as to assess whether the
Marcellus Shale is expected to be a meaningful contributor to
production over the next two years and provide needed
diversification from its core Fayetteville production and
reserves.

The last rating action for Southwestern Energy Company was on
January 7, 2008 when Moody's assigned a Ba2 rating to the
company's senior unsecured notes offering.

Southwestern Energy Company which is headquartered in Houston,
Texas, is engaged in the exploration and production of natural
gas.  The company's operations are principally focused in Arkansas
and has properties in Oklahoma, Pennsylvania, and Texas.


STATION CASINOS: Fertitta Family Places Bet on Debt Plan
--------------------------------------------------------
Alexandra Berzon at The Wall Street Journal reports that the
Bankruptcy Court began hearings Thursday on a proposed sale and
plan process where The Fertitta family would keep control of
Station Casinos Inc. and have most of the debt wiped out.

In Station Casinos' proposed reorganization plan, a group
including current owners Frank and Lorenzo Fertitta will make the
first bid of $772 million to keep control of substantially all of
the businesses.  Unless outbid at the auction, the Fertittas would
retain 46% ownership, in return for an injection of at least
$86 million.

The Journal relates that lenders representing around half of the
$5.9 billion in total debt are backing the family's proposal,
saying they believe it offers the best chance to maximize returns.
However, a minority of the lenders-including unsecured bondholders
that stand to lose all of their investment-oppose the plan,
arguing that it is fraught with conflicts of interest.

The Journal notes that if the Fertittas succeed, it will show the
remarkable staying power of a family that first entered the casino
business four decades ago.  The Fertittas made a fortune when it
took Las Vegas casino owner and operator Station Casinos Inc.
private in 2007.  But the deal also left Station with so much debt
that it had to seek bankruptcy-court protection last year.

                     About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

The Company owns and operates Red Rock Casino Resort Spa, Palace
Station Hotel & Casino, Boulder Station Hotel & Casino, Santa Fe
Station Hotel & Casino, Wildfire Rancho and Wild Wild West
Gambling Hall & Hotel in Las Vegas, Nevada, Texas Station Gambling
Hall & Hotel and Fiesta Rancho Casino Hotel in North Las Vegas,
Nevada, and Sunset Station Hotel & Casino, Fiesta Henderson Casino
Hotel, Wildfire Boulder, Gold Rush Casino and Lake Mead Casino in
Henderson, Nevada.  Station also owns a 50% interest in Green
Valley Ranch Station Casino, Aliante Station Casino and Hotel,
Barley's Casino & Brewing Company, The Greens and Wildfire Lanes
in Henderson, Nevada and a 6.7% interest in the joint venture that
owns the Palms Casino Resort in Las Vegas, Nevada.  In addition,
the Company manages Thunder Valley Casino near Sacramento,
California on behalf of the United Auburn Indian Community.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477).
Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as
legal counsel in the Chapter 11 case; Brownstein Hyatt Farber
Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP as
local counsel.  The Debtor is also hiring Lazard Freres & Co. LLC
as investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the claims and noticing agent.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

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


STEVE MCKENZIE: Court Weighs Whether to Restore Interests
---------------------------------------------------------
David Davis, managing editor at Cleveland Daily Banner, reports
that a federal bankruptcy judge will decide whether to restore
share of ownership of Steve McKenzie.  A Cleveland attorney asked
the court to void the sale of Mr. McKenzie's 50% interest in
Tennessee Interstate Properties because mistakes were made.
Mr. McKenzie's equity interest was sold in November 2009 for
$2,500 to settle a claim submitted by Citizens National Bank of
Athens of $817,106.

Mr. McKenzie in January 2009 filed for a Chapter 11 bankruptcy in
the U.S. Bankruptcy Court for the Eastern District of Tennessee,
listing over $151 million in liabilities and $100 million to $150
million in assets.  Kyle Weems is assisting Mr. McKenzie in his
restructuring effort.


STRATUS MEDIA: Posts $3.9 Million Net Loss in Q1 2010
-----------------------------------------------------
Stratus Media Group, Inc., filed its quarterly report on Form 10-
Q, reporting a net loss of $3,926,257 for the three months ended
March 31, 2010, compared with a net loss of $408,401 for the same
period of 2009.

The Company's balance sheet as of March 31, 2010, showed
$5,495,463 in assets, $4,104,907 of liabilities, and $1,390,556 of
stockholders' equity.

As reported in the Troubled Company Reporter on April 21, 2010,
Goldman Parks Kurland Mohidin LLP, in Encino, Calif., expressed
substantial doubt about the Company's ability to continue as a
going concern after auditing the Company's financial statements
for the year ended December 31, 2009.  The independent auditors
noted that the Company has suffered recurring losses and has
negative cash flow from operations.

As of March 31, 2010, the Company had negative working capital of
$2,964,435 and cumulative losses of $22,000,038.  Unless
additional financing is obtained, the Company may not be able to
continue as a going concern.

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

               http://researcharchives.com/t/s?635c

Based in Los Angeles, Stratus Media Group, Inc. (OTC BB: SMDI)
-- http://www.stratusmediagroup.com/-- specializes in sports and
entertainment events that it owns, and intends to operate, manage,
market and sell in national markets.  In addition, Stratus
acquired the business of Stratus Rewards, LLC in August 2005.
Stratus Rewards is a credit card rewards marketing program that
uses the Visa card platform that offers a unique luxury rewards
redemption program, including private jet travel, premium travel
opportunities, exclusive events and luxury merchandise.


SUGIARTI WIRYADIMEJO: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Sugiarti Wiryadimejo
        dba Alwaha, Inc.
        aka Sugiarti Wiryadinejo
        9562 Chapman Avenue
        Garden Grove, CA 92844

Bankruptcy Case No.: 10-17032

Chapter 11 Petition Date: May 25, 2010

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

Judge: Theodor Albert

Debtor's Counsel: Kimberly De La Fuente, Esq.
                  Law Office of Kimberly De La Fuente
                  500 N State College Blvd Ste 1100
                  Orange, CA 92868
                  Tel: (714) 919-4432
                  Fax: (714) 475-6978
                  E-mail: delafuente.law@gmail.com

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

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

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

The petition was signed by Sugiarti Wiryadimejo.


SUMNER REGIONAL: Wants to Sell Assets; Submits Bidding Procedures
-----------------------------------------------------------------
Sumner Regional Health Systems, Inc., et al., have asked the U.S.
Bankruptcy Court for the Middle District of Tennessee to approve
its bidding procedures for the sale of substantially all of its
assets, free and clear of liens, claims, encumbrances, and other
interests.

The Debtors entered into an asset purchase agreement (APA) with
LifePoint Acquisition Corp. (the Stalking Horse Bidder).  Under
the agreement, the Stalking Horse Bidder will purchase the assets
for $154,108,687.86.  The Stalking Horse has deposited an amount
equal to 10% of the cash portion of the Purchase Price with U.S.
Bank, as escrow agent, to be applied to the Purchase Price in the
event that the Closing occurs.

In the event that the Debtors receive bids exceeding that of the
Stalking Horse Bidder, the Debtors will pay the Stalking Horse
Bidder (i) a break-up fee in an amount equal to $2,500,000 and
(ii) reimbursement of actual out-of-pocket expenses incurred in
negotiating the Stalking Horse APA and performing due diligence,
in an amount not to exceed $1,000,000.  The Debtors propose to
hold an auction in the week of May 31, 2010, to appear before the
Court for the sale hearing in the week of May 31, 2010, and to
close the sale on June 30, 2010.  Accordingly, the Debtors have
requested that the sale hearing occur on or prior to June 11,
2010.

The Debtors will require bidders to submit good faith deposits in
the amount of 10% of the minimum cash amount with respect to a
bid, in the form of a bank or certified check (or other form
acceptable to the Debtors in its sole discretion) payable to a
party as the Debtors may determine.  The Good Faith Deposit will
be held in escrow or another segregated account, not subject to
any security interest or lien, and utilized in accordance with the
bidding procedures.

The auction will begin with the initial bid (which, as a qualified
bid, will provide for at least the minimum cash amount) and
proceed in minimum additional increments of $350,000.

The Debtors haven't set a bid deadline.

A copy of the bidding procedures is available for free at:

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

Richard F. Clippard, the U.S. Trustee for Region 8, objected to
the Debtors' request for Court approval of their proposed bidding
procedures.  The U.S. Trustee is in the process of appointing the
Official Committee of Unsecured Creditors.  The U.S. Trustee
objected to the approval of the Debtors' proposed bidding
procedures to allow the Committee an opportunity to review the
request and to give the Office of the U.S. Trustee an opportunity
to discuss the Debtors' request with the Committee.
Sumner County, Tennessee, also objected to the approval of the
Debtors' bidding procedures, saying that, among other things, the
approval and payment of any break-up fee and expense reimbursement
for the benefit of the Stalking Horse Bidder is and must be
subject and subordinate to the rights, claims and interests of the
County under the termination agreement or deed.  "No proceeds of
sale may be disbursed to any entity, including Wells Fargo Bank as
indenture trustee, without the written consent of the County's
Board of County Commissioners," the County stated.

                      About Sumner Regional

Gallatin, Tennessee-based Sumner Regional Health Systems, Inc. --
dba Sumner Regional Medical Center, SRHS Professional Services,
Sumner Station, Sumner In-Patient Rehabilitation Unit,
Westmoreland Pharmacy, Imaging for Women at Sumner Station,
Diagnostic Center at Sumner Station, Outpatient Rehab Services at
Sumner Station, The Fitness Center at Sumner Station, Sumner
Crossroads, and Executive House Apartments -- filed for Chapter 11
bankruptcy protection on April 30, 2010 (Bankr. M.D. Tenn. Case
No. 10-04766).  Robert A. Guy, Esq., at Frost Brown Todd LLC,
assists the Company in its restructuring effort.  The Company
estimated its assets and debts at $100,000,001 to $500,000,000.


SUN HEALTHCARE: Company Split Won't Affect Moody's 'B1' Rating
--------------------------------------------------------------
Moody's Investors Service commented that Sun Healthcare Group,
Inc.'s May 24, 2010 announcement that it intends to separate the
company into two publicly traded companies has no immediate rating
implication on the B1 Corporate Family and Probability of Default
Ratings.  Moody's understands that the operations of Sun
Healthcare will be spun-off as part of the contemplated
transaction while a new entity, structured as a REIT, will own
substantially all of the real property currently owned by Sun
Healthcare.  Moody's understands that the existing debt of Sun
Healthcare will be repaid with proceeds of a planned common stock
offering and a refinancing.  The transactions are expected to be
completed in the fourth quarter of 2010.  The spin-off of the
operating company and related actions are subject to regulatory,
stockholder, final board and other approvals.

Moody's last rating action was on March 12, 2007, when Moody's
assigned a B1 Corporate Family Rating to Sun Healthcare.  Moody's
also assigned a Ba2 rating to Sun Healthcare's proposed senior
secured credit facilities and a B3 rating to the company's
proposed senior subordinated notes.

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

Headquartered in Irvine, California, Sun Healthcare is a leading
provider of healthcare services to seniors.  Sun Healthcare's
inpatient services division, SunBridge, operates 141 facilities in
19 states.  Sun Healthcare also provides rehabilitation services
through its SunDance division and healthcare staffing services
through its CareerStaff Unlimited subsidiary.  For the twelve
months ended March 31, 2010 Sun Healthcare recognized revenues of
approximately $1.9 billion.


SUNSET 7: Case Summary & Largest Unsecured Creditor
---------------------------------------------------
Debtor: Sunset 7, LLC
        2625 S. Rainbow Boulevard, Suite D-106
        Las Vegas, NV 89146

Bankruptcy Case No.: 10-19736

Chapter 11 Petition Date: May 26, 2010

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

Judge: Mike K. Nakagawa

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

Estimated Assets: $0 to $50,000

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

According to the schedules, the Company says that assets total $0
while debts total $556,600.

The petition was signed by William A. Gayler, managing member.

The list of unsecured creditors filed together with its petition
contains only one entry:

        Entity                      Nature of Claim   Claim Amount
        ------                      ---------------   ------------
Alexander Dawson Foundation         Government Lot 11     $556,600
A Nevada Trust lender               in Section 2,
4045 South Spencer Street           Township 22
Suite 312                           South, Range 60
Las Vegas, NV 89119                 East


SUNSET III: Case Summary & xx Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Sunset III, LLC
        Sunset III Investments
        Gayler William
        2625 S Rainbow, Suite D106
        Las Vegas, NV 89102

Bankruptcy Case No.: 10-19737

Chapter 11 Petition Date: May 26, 2010

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

Judge: Bruce A. Markell

Debtor's Counsel: Spencer M. Judd, Esq.
                  Macdonald & Judd
                  6625 w. Sahara, Suite 1
                  Las Vegas, NV 89146
                  Tel: (702) 870-1771
                  Fax: (702) 869-0683
                  E-mail: spencer@jsmjlaw.com

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

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

According to the schedules, the Company says that assets total
$1,500,000 while debts total $1,354,500.

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

The petition was signed by William Gayler, managing member.


SYMBION INC: S&P Downgrades Corporate Credit Rating to 'B-'
-----------------------------------------------------------
Standard & Poor's Ratings Services said it lowered all of its
ratings on Nashville-based Symbion Inc. by one notch.  S&P lowered
the corporate credit rating to 'B-' from 'B'.  The rating outlook
is negative.

"The rating action reflects the outpatient surgical facilities
operator's difficult position as it contends with the effect of a
weak economy on case volume, small reimbursement increases, and
rising debt, which is contributing to slim bank covenant
cushions," said Standard & Poor's credit analyst David
P. Peknay.  S&P believes these factors will contribute to the
company's struggles to meet its growing cash needs over the next
two years from increasing debt amortization requirements and
mandatory conversion of its pay-in-kind obligations to cash pay in
2012.

"S&P believes the company's earnings from its existing portfolio
of facilities, which have been flat for the past two years, must
begin to increase," added Mr. Peknay, "to improve the company's
chances of meeting these debt amortization and interest
requirements, and then to contend with maturing senior debt in
2013."


T.D. BISTRO: Files for Chapter 11 Protection
--------------------------------------------
T.D. Bistro Inc., which owns the TD Lounge restaurant in
Baltimore's Fells Point area, has filed for Chapter 11 protection.

T.D. Bistro is run and owned by, Timothy Dean, one of the chefs
competing on the upcoming season of the reality show "Top Chef".

According to The Wall Street Journal, Mr. Dean told the Baltimore
Business Journal that he decided to place T.D. Bistro into
bankruptcy after struggling to rise above numerous challenges as
the recession and the record snowfall that blanketed the mid-
Atlantic not once but twice this past February.

"The snowstorm really buried us," Mr. Dean said, adding that the
restaurant also faced tough competition from a wave of chain
restaurants hitting Charm City.


TCADM PROPERTIES: Case Summary & 6 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: TCADM Properties, LLC
        22 Forest Trail
        Mahtomedi, MN 55115

Bankruptcy Case No.: 10-14063

Chapter 11 Petition Date:

Court: U.S. Bankruptcy Court
       Western District of Wisconsin (Eau Claire)

Judge: Thomas S. Utschig

Debtor's Counsel: Daniel R. Freund, Esq.
                  920 S. Farwell Street, Suite 1800
                  P.O. Box 222
                  Eau Claire, WI 54702-0222
                  Tel: (715) 832-5151
                  Fax: (715) 832-5491
                  E-mail: freundlaw@fastmail.fm

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

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

According to the schedules, the Company says that assets total
$600,000 while debts total $2,720,322.

A copy of the Company's list of 6 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/wiwb10-14063.pdf

The petition was signed by Terence A. Montpetit, owner.


TEXAS HILL: U.S. Trustee Form 5-Member Creditors Committee
----------------------------------------------------------
Ilene J. Lashinsky, the U.S. Trustee for Region 14, appointed five
members to the official committee of unsecured creditors in the
Chapter 11 cases of Texas Hill Enterprises, GP, et al.

The Creditors Committee members are:

1. Amigo Farms, Inc.
   Attn: Bruce Williams
   4245 E. 32nd Street
   Yuma, AZ 85365
   Tel: (928) 726-3738
   Fax: (928) 726-3744

2. The Dune Company of Yuma LLC
   Attn: David Maehling
   P. O. Box 5149
   Yuma, AZ 85366
   Tel: (928) 344-0040
   Fax: (928) 373-1804

3. Grower Mohawk Gin Inc.
   Attn: Gary Weaver
   39485 E. County 4th Street
   Roll, AZ 85347
   Tel: (928) 785-4913
   Fax: (928) 785-9234

4. Seeds West, Inc.
   Attn: Tom Bodderij
   3458 E. 33rd Place
   Yuma, AZ 85365
   Tel: (928) 783-2050
   Fax: (928) 725-4601

5. Snakebite Leasing Inc. dba Sellers Petroleum
   Attn: Dave Sellers
   821 Pacific Ave.
   Yuma, AZ 85365
   Tel: (928) 329-0777
   Fax: (928) 329-0780

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.

                         About Texas Hill

Roll, Arizona-based Texas Hill Enterprises, GP, dba Texas Hill
Farms, filed for Chapter 11 bankruptcy on April 15, 2010 (Bankr.
D. Ariz. Case No. 10-11121).  Daniel P. Collins, Esq., and Allysse
M. Medina, Esq., at Collins, May, Potenza, Baran & Gillespie,
assists the Company in its restructuring effort.  The Company
listed $10,000,001 to $50,000,000 in assets and $1,000,001 to
$10,000,000 in debts.


TEXAS HILL: Files Schedules of Assets and Liabilities
-----------------------------------------------------
Texas Hill Enterprises, GP, filed with the U.S. Bankruptcy Court
for the District of Arizona its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $10,435,000
  B. Personal Property            $4,947,990
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $8,794,033
  E. Creditors Holding
     Unsecured Priority
     Claims                                            $4,134
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $5,243,023
                                 -----------      -----------
        TOTAL                    $15,382,990      $14,041,190

In a separate filing, Texas Hill Diamante Cooling, L.L.C., filed
its schedules of assets and liabilities disclosing total assets of
$6,471,341 and total liabilities of $9,183,546.

Roll, Arizona-based Texas Hill Enterprises, GP, dba Texas Hill
Farms, filed for Chapter 11 bankruptcy on April 15, 2010 (Bankr.
D. Ariz. Case No. 10-11121).  Daniel P. Collins, Esq., and Allysse
M. Medina, Esq., at Collins, May, Potenza, Baran & Gillespie,
assists the Company in its restructuring effort.  The Company
listed $10,000,001 to $50,000,000 in assets and $1,000,001 to
$10,000,000 in debts.


TEXAS RANGERS: Nearly Max Out Team Credit Card
----------------------------------------------
Eric Morath at Dow Jones Daily Bankruptcy Review's Bankruptcy Beat
reports that Texas Rangers Baseball Partners, which owns the Texas
Rangers baseball team, has sought emergency permission from the
Bankruptcy Court to pay down its more than $400,000 balance so the
Rangers' credit card wouldn't be denied during the team's current
eight-game swing against the Kansas City Royals, Minnesota Twins
and Chicago White Sox.

According to Bankruptcy Beat, after learning the total already
owed, Judge D. Michael Lynn commented at a hearing in the U.S.
Bankruptcy Court in Fort Worth, Texas, that baseball players must
have a taste for "nice hotels and fancy restaurants."

The U.S. trustee, the report relates, took exception to the
request to pay the bill because the credit card is not in the
team's name, but is in the name of its owner Hicks Sports Group,
the entity controlled by Texas sports mogul Tom Hicks.

According to Bankruptcy Beat, the U.S. Trustee's attorney said
paying the bill was not a simple banking transaction that is
typically swiftly approved by the court but is actually a loan
that needs more careful scrutiny.  The team's bankruptcy lawyer,
however, said there was no time to waste. "They are on the road
now.  We can't take the risk that the credit card won't work,"
said Ronit Berkovich, a partner at Weil, Gotshal & Manges LLP.

Judge Lynn ultimately approved the request.

                        About Texas Rangers

Texas Rangers Baseball Partners owns and operates the Texas
Rangers Major League Baseball Club, a professional baseball club
in the Dallas/Fort Worth Metroplex.

TRBP is a Texas general partnership, in which subsidiaries of HSG
Sports Group LLC own a 100% stake.  Controlled by Thomas O. Hicks,
HSG also indirectly wholly-owns Dallas Stars, L.P., which owns and
operates the Dallas Stars National Hockey League franchise.  The
Texas Rangers have had five owners since the club moved to
Arlington in 1972.  Mr. Hicks became the fifth owner in the
history of the Texas Rangers on June 16, 1998.

Texas Rangers Baseball Partners filed a Chapter 11 petition on May
24 (Bankr. N.D. Tex. Case No. 10-43400).  The partnership has
filed simultaneously with the bankruptcy petition a Chapter 11
plan that contemplates the sale of the club to an entity formed by
a group that includes the current President of the Texas Rangers,
Nolan Ryan, and Chuck Greenberg, a sports lawyer and minor league
club owner.

In its petition, Texas Rangers Baseball Partners said it had both
assets and debt of less than $500 million.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtor.  Forshey & Prostok LLP serves as conflicts counsel.
Parella Weinberg Partners LP serves as financial advisor.


TEXAS RANGERS: Passed on Higher Sale Deal, Lenders Say
------------------------------------------------------
According to Daily Bankruptcy Review, lenders to the owners of the
Texas Rangers accused the baseball team of passing on a more
lucrative deal to pursue a sale to a group that includes team
president and Hall of Fame pitcher Nolan Ryan.

As previously reported, Texas Rangers Baseball Partners filed
simultaneously with the bankruptcy petition a Chapter 11 plan that
contemplates the sale of the club to Rangers Baseball Express LLC,
an entity formed by a group that includes the current President of
the Texas Rangers, Nolan Ryan, and Chuck Greenberg, a sports
lawyer and minor league club owner.

TRBP held a bidding process for the club starting August last
year.  Ryan-Greenberg group emerged as the best bidder over 5
other parties.  TRBP, however, said that it had to file for
Chapter 11 because the lenders refused to consent to the sale.
Under the Prepackaged Plan, the lenders -- as well as other
creditors -- are unimpaired, hence, the Debtor seek confirmation
of the Plan without having to solicit votes.

Meanwhile, while owner Tom Hicks is giving up his controlling
stake in the Texas Rangers, the terms of the sale provides that
Mr. Hicks will maintain season tickets to Rangers home games and
parking passes at Rangers Ballpark in Arlington, Texas, The Wall
Street Journal reported.  Under the deal, Mr. Hicks will also take
the title of "chairman emeritus" for three years and enjoy other
rights "customary to former owners in the sale of professional
sports teams.

Separately, New York Yankees third baseman Alex Rodriguez is on
Texas Ranger's list of 20 largest unsecured creditors.  According
to The Journal, Mr. Rodriguez has $24.9 million in deferred pay at
risk in the Texas Rangers' bankruptcy case stemming from the
record-breaking contract he signed with the Arlington, Texas, ball
club after the 2000 season.

                        About Texas Rangers

Texas Rangers Baseball Partners owns and operates the Texas
Rangers Major League Baseball Club, a professional baseball club
in the Dallas/Fort Worth Metroplex.

TRBP is a Texas general partnership, in which subsidiaries of HSG
Sports Group LLC own a 100% stake.  Controlled by Thomas O. Hicks,
HSG also indirectly wholly-owns Dallas Stars, L.P., which owns and
operates the Dallas Stars National Hockey League franchise.  The
Texas Rangers have had five owners since the club moved to
Arlington in 1972.  Mr. Hicks became the fifth owner in the
history of the Texas Rangers on June 16, 1998.

Texas Rangers Baseball Partners filed a Chapter 11 petition on May
24 (Bankr. N.D. Tex. Case No. 10-43400).  The partnership has
filed simultaneously with the bankruptcy petition a Chapter 11
plan that contemplates the sale of the club to an entity formed by
a group that includes the current President of the Texas Rangers,
Nolan Ryan, and Chuck Greenberg, a sports lawyer and minor league
club owner.

In its petition, Texas Rangers Baseball Partners said it had both
assets and debt of less than $500 million.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtor.  Forshey & Prostok LLP serves as conflicts counsel.
Parella Weinberg Partners LP serves as financial advisor.


THINKFILM LLC: Trustee Wants to Access Bergsteins' Record
---------------------------------------------------------
Alex Ben Block at The Hollywood Reporter reports that Ronald
Durkin, the interim Chapter 11 trustee for the estate of ThinkFilm
LLC and four affiliates, asked the U.S. Bankruptcy Court in Los
Angeles to compel owner David Bergstein to sit for an interview
and provide access to his personal computer.

Mr. Bergstein, according to the trustee, has failed to provide
complete information, as required by F.R.B.P. Rule 2004.  Among
the revelations in the filings is that Mr. Bergstein has not
personally filed income taxes for the past three years and
purports to be unable to produce tax filings for any of the
companies named in the bankruptcy suit.

Several creditors filed for involuntary Chapter 11 against
ThinkFilm LLC and four of its affiliates in the U.S. Bankruptcy
Court for the Central District of California Case No. 10-19912.


TITAN INTERNATIONAL: Posts Results of Tender Offer
--------------------------------------------------
Titan International, Inc. disclosed that early tender results for
its previously announced tender offer to purchase any and all of
its issued and outstanding 8% Senior Unsecured Notes due 2012 (the
"Senior Notes") and the amendment of certain terms and conditions
of such tender offer.

As of 5 p.m. New York City time on May 26, 2010, the previously
announced early tender time, according to information provided by
the tender agent, $46,352,000 principal amount of the Senior
Notes, representing 23.9% of the principal amount outstanding, had
been validly tendered.

The tender offer expires at midnight New York City time on June
10, 2010, unless extended.  Holders of Senior Notes that were
validly tendered prior to the Early Tender Time and that are
accepted for payment will receive $1,050 per $1,000 principal
amount of the Senior Notes, plus any accrued and unpaid interest
up to, but not including, the applicable settlement date. Holders
of Senior Notes that are validly tendered after the Early Tender
Time but before the Expiration Time will receive $1,000 per $1,000
principal amount of the Senior Notes, plus any accrued and unpaid
interest up to, but not including, the final settlement date.

Titan has waived the Financing Condition to the tender offer, as
set forth in the offer to purchase.  The tender offer had been
conditioned on the completion of a private placement of Titan's
senior unsecured notes.  Titan intends to finance the purchase of
the Senior Notes pursuant to the tender offer and to pay all fees
and expenses associated therewith from cash on hand.

In addition, Titan has amended the tender offer to waive the
Minimum Tender Condition, as set forth in the offer to purchase
and to grant holders the right to withdraw tendered Senior Notes
prior to 5 p.m. New York City time on June 3, 2010, but not
thereafter, unless such time is extended by Titan in its sole
discretion.

Except as set forth below and as required by applicable law,
Senior Notes tendered prior to the Withdrawal Deadline may only be
withdrawn, in writing, prior to the Withdrawal Deadline and Senior
Notes tendered after the Withdrawal Deadline and prior to the
Expiration Time may not be withdrawn.  In the event of a
termination of the tender offer, all Senior Notes tendered
pursuant to the tender offer will be promptly returned to the
tendering holders.

For a withdrawal of a tender of Senior Notes to be effective, a
written or facsimile transmission notice of withdrawal, or a
properly transmitted "Request Message" through ATOP, must be
received by the tender agent before the Withdrawal Deadline at its
address set forth on the back cover of the offer to purchase.  Any
such written or facsimile notice of withdrawal must (i) specify
the name of the person that tendered the Senior Notes to be
withdrawn and, if different, the name of the record holder of such
Senior Notes (or, in the case of Senior Notes tendered by book-
entry transfer, the name of the participant for whose account such
Senior Notes were tendered and such participant's account number
at DTC to be credited with the withdrawn Senior Notes), (ii)
contain the description(s), CUSIP number(s) and the aggregate
principal amount of the Senior Notes to be withdrawn and (iii) be
signed by the holder of such Senior Notes in the same manner as
the original signature on the letter of transmittal by which such
Senior Notes were tendered (including any required signature
guarantees), if any (or, in the case of Senior Notes tendered by a
DTC participant through ATOP, be signed by such participant in the
same manner as the participant's name is listed on the applicable
Agent's Message), or be accompanied by documents of transfer
sufficient to have the trustee register the transfer of the Senior
Notes into the name of the person withdrawing such Senior Notes
and (iv) if the letter of transmittal was executed by a person
other than the holder, be accompanied by a properly completed
irrevocable proxy that authorizes such person to effect such
revocation on behalf of such holder.  The signature(s) on the
notice of withdrawal of any tendered Senior Notes must be
guaranteed by a Medallion Signature Guarantor unless the relevant
Senior Notes have been tendered for the account of an Eligible
Institution.  If the Senior Notes to be withdrawn have been
delivered or otherwise identified to the tender agent, a signed
notice of withdrawal is effective immediately upon written or
facsimile notice of withdrawal even if physical release is not yet
effected by the tender agent. Any Senior Notes validly withdrawn
will be deemed to be not validly tendered for purposes of the
tender offer.

Withdrawals of Senior Notes can be accomplished only in accordance
with the foregoing procedures.  Holders may not rescind their
valid withdrawals of tendered Senior Notes.  However, Senior Notes
validly withdrawn may thereafter be retendered at any time at or
prior to the Expiration Time by following the procedures described
under "Terms of the Offer -- Procedure for Tendering Notes" in the
offer to purchase.  Holders of any Senior Notes validly withdrawn
and subsequently re-tendered after the Early Tender Time and that
are accepted for purchase will be entitled to receive only the
Tender Offer Consideration.

All questions as to the validity (including time of receipt) of
notices of withdrawal will be determined by Titan in its sole
discretion, which determination shall be final and binding. None
of Titan, the tender agent, the sole dealer manager, the
information agent, the trustee or any other person will be under
any duty to give notification of any defects or irregularities in
any notice of withdrawal, or incur any liability for failure to
give any such notification.

The tender offer is subject to the satisfaction or waiver of
certain conditions, as more fully described in the offer to
purchase. Subject to these conditions, Titan reserves the right to
accept for purchase all Senior Notes validly tendered on or prior
to the Early Tender Time and not validly withdrawn and to pay the
total consideration on an early settlement date following the
Withdrawal Deadline.  If Titan does not exercise the option to
settle on the early settlement date, holders of Senior Notes
validly tendered, not validly withdrawn and accepted for payment
will receive the Total Consideration or the Tender Offer
Consideration, as applicable, on the final settlement date
promptly following the Expiration Time.  Titan may amend, extend
or terminate the tender offer in its sole discretion.  The
complete terms and conditions of the tender offer are set forth in
the offer to purchase and related letter of transmittal, and
holders are urged to read such tender offer documents carefully.

The sole dealer manager for the tender offer is Goldman, Sachs &
Co. Questions about the tender offer may be directed to the sole
dealer manager at (800) 828-3182 (toll free).  Copies of the offer
to purchase and related letter of transmittal may be obtained from
Global Bondholder Services Corporation, the information agent for
the tender offer, at (866) 470-4300 (toll free).

The tender offer is being made solely by means of the offer to
purchase and related letter of transmittal.  Under no
circumstances shall this press release constitute an offer to
purchase or the solicitation of an offer to sell the Senior Notes
or any other securities of the company. No recommendation is made
as to whether holders of the Senior Notes should tender their
Senior Notes.

                         About Titan

Titan, headquartered in Quincy, IL is a leading manufacturer of
wheels, tires and assemblies for off-highway vehicles serving the
agricultural, earthmoving/construction and consumer end markets.
Last twelve months ended September 30, 2009 revenues were
$840 million.

                          *     *    *

As reported in the Dec 18, 2009, Moody's Investors Service has
changed the rating outlook of Titan International, Inc., to
negative from stable and upgraded the $194 million 8% senior
unsecured notes due 2012 to B2 from Caa1.  All other ratings,
including the corporate family and probability of default rating
of B2 and the speculative grade liquidity rating of SGL-2, have
been affirmed.


TOYS 'R' US: Fitch Upgrades Issuer Default Rating to 'B'
--------------------------------------------------------
Fitch Ratings has upgraded its long-term Issuer Default Rating on
Toys 'R' Us, Inc. and its various subsidiary entities to 'B' from
'B-' as well as the associated notes:

Toys 'R' Us, Inc.

  -- IDR to 'B' from 'B-';
  -- Senior unsecured notes to 'CC/RR6' from 'C/RR6'.

Toys 'R' Us - Delaware, Inc.

  -- IDR to 'B' from 'B-';
  -- Secured revolver to 'BB/RR1' from 'B/RR3';
  -- Secured term loan to 'B-/RR5' from 'CC/RR6';
  -- Unsecured term loan to 'CCC/RR6' from 'CC/RR6';
  -- Senior unsecured notes to 'CCC/RR6' from 'CC/RR6'.

Toys 'R' Us Property Co. I, LLC (previously known as TRU 2005 RE
Holding Co. I, LLC)

  -- IDR to 'B' from 'B-';
  -- Senior unsecured notes to 'BB/RR1' from 'B+/RR2'.

Toys 'R' Us Property Co. II, LLC (previously known as Giraffe
Holdings, LLC)

  -- IDR to 'B' from 'B-';
  -- Senior unsecured notes to 'BB-/RR2' from 'B+/RR2'.

Toys 'R' Us Europe, LLC (previously known as Toys 'R' Us (UK)
Ltd.)

  -- IDR to 'B' from 'B-';
  -- Secured revolver to 'BB/RR1' from 'B/RR3'.

The Rating Outlook is Stable.  Toys had $5.2 billion in debt
outstanding on Jan. 30, 2010.

The upgrades reflect Toys' successful operating strategy which
resulted in improved operating results and credit metrics in
fiscal 2009 despite the challenging operating environment and is
expected to result in further strengthening of credit metrics in
fiscal 2010 with positive free cash flow generation and improved
liquidity.  The ratings also reflect the intense competition in
the toy retailing sector and the highly seasonal nature of Toys'
business.

Over the past three years, Toys has implemented a strategy to
create a one-stop shopping experience for juvenile products by
offering Babies 'R' Us and Toys 'R' Us products in one location
either through two side-by-side stores or by allocating existing
store square footage to expand its offering.  As of fiscal 2009
(ending Jan. 30, 2010) 16% of the company's stores (including
franchised locations) have this juvenile offering.  This combined
with the company's broadened toy offerings with increased
exclusive and private label merchandise, opening of 91 pop-up, or
temporary, stores during holiday 2009, and improved customer
service have been credited with generating incremental traffic and
sales in stores.  In fiscal 2009, Toys' revenues declined 1.1%
compared to the world toy market decline of 4% in 2009 as
estimated by The NPD Group.  The increased penetration of higher
margin private label products combined with strong inventory
controls and cost reduction efforts related to store labor,
advertising and travel led to a 120 basis point expansion in EBIT
margin to 5%.  As a result of this and debt reduction of $349
million, leverage (defined as adjusted debt/EBITDAR) declined to
6.0 times in fiscal 2009 from 6.8x in fiscal 2008.

Fitch expects Toys' adjusted debt/EBITDAR will continue to improve
with leverage expected to decrease to 5.5x in fiscal 2010 based on
the assumption of 2.5%-3% comparable store sales and a 50 basis
point operating EBIT margin expansion.  This is expected to be
achieved through the company's continued rollout of side-by-side
store conversions in fiscal 2010, expansion of its internet
business by integrating online and store capabilities and
launching e-commerce sites in international markets, and the
continued implementation of holiday pop-up stores.  Also, Toys'
profit margins should continue to benefit from an increase in
exclusive and private label products, ongoing supply chain
efficiencies such as direct sourcing and cost control efforts such
as the alignment of store staffing hours with traffic into the
stores.  In the event the company pays down debt in fiscal 2010,
Toys' leverage could further improve from Fitch's anticipated
levels.

Toys' liquidity is supported by $1.1 billion of cash and cash
equivalents as of Jan. 30, 2010 and $1.2 billion of availability
under its various revolvers.  At Jan. 30, 2010, Toys had
availability of $749 million under its domestic $2.1 billion
senior secured revolving credit facility, $71 million under its
GBP124 million senior secured revolving credit facility,
$222 million under its tranche 1 Toys-Japan credit line, and
$146 million under its tranche 2 Toys-Japan credit line.  In
addition, Toys generated positive free cash flow of $822 million
as a result of solid working capital management at the end of
fiscal 2009.  However, Fitch anticipates free cash flow generation
will be in the range of $200 million-$300 million in the next two
years, similar to historical levels, as the company reinvests in
the business through increases in capital expenditures and
inventory purchases.  The company has $535 million and
$1.3 billion of debt maturing in fiscal 2011 and fiscal 2012,
respectively, which Fitch expects will be primarily refinanced.

Of concern is the strong competition in the toy retailing
business.  Toys competes with a number of retailers, including
other toy retailers, discounters, and catalog and internet
businesses.  During the holiday season, retailers dedicate more
shelf space to the toy category and offer competitive prices to
drive traffic into the stores.  In addition, Toys' business is
highly seasonal with more than 39% of its net sales and almost all
of its earnings generated in the fourth quarter over the last
three fiscal years.

The ratings on the specific notes reflect Fitch's recovery
analysis based on the enterprise value of the company and have
been adjusted to reflect the upgrades of the IDRs.  The enterprise
value of $3.5 billion is based on a distressed EBITDA of $703
million and a market multiple of 5x in a distressed scenario.
Applying this value (after subtracting the values associated with
the notes at the property companies as described below) across the
capital structure results in outstanding recovery prospects (91%-
100%) for the asset-based revolvers, which have been upgraded to
'BB/RR1' from 'B/RR3'.  The revolvers are secured by inventory,
receivables and certain Canadian real estate in North America and
all assets in Europe.  The secured term loan is secured by
intellectual property and second liens on accounts receivable and
inventory of TOY-Delaware and the guarantors, and has below-
average recovery prospects (11%-30%) and is upgraded to 'B-/RR5'
from 'CC/RR6'.  The senior unsecured notes at TOY-Delaware have
poor recovery prospects (less than 10%) and are upgraded to
'CCC/RR6' from 'CC/RR6'.  The senior unsecured notes at the
holding company level are structurally subordinated, and are
upgraded to'CC/RR6' from 'C/RR6', also reflecting poor recovery
prospects (less than 10%) in a distressed case.

The ratings on the notes at the property companies reflect a net
operating income (NOI) approach to assigning a value to the
underlying assets whereby a capitalization rate is applied to the
NOI of the properties to determine a going-concern valuation.
This approach is consistent with how Fitch views recovery for
other types of property companies such as REITs.  Based on this
analysis, the senior notes at Toys 'R' Us Property Company I have
outstanding recovery prospects (91%-100%) and have been upgraded
to 'BB/RR1' from 'B+/RR2'.  These notes benefit from being the
landlord of 359 locations leased by Toys Delaware.  The senior
notes at Toys 'R' Us Property Company II have superior recovery
prospects (71%-90%) and are upgraded to 'BB-/RR2' from 'B+/RR2'.
They benefit from being the landlord of 129 locations leased by
Toys Delaware.


TRIDIMENSION ENERGY: Files for Chapter 11 Reorganization
--------------------------------------------------------
TriDimension Energy, L.P. and seven of its affiliated companies
(Axis E&P, LP, Axis Onshore, LP, Axis Marketing, LP, Ram Drilling,
LP, TDE Property Holdings, LP, TDE Operating GP LLC, and TDE
Subsidiary GP LLC) filed voluntary petitions for relief under
Chapter 11 of the United States Bankruptcy Code in the United
States Bankruptcy Court for the Northern District of Texas, Dallas
Division, on May 21, 2010.  Although the Company is continuing its
discussions with various parties regarding strategic alternatives,
which may include a potential sale of all or substantially all of
its assets or a sale of the Company, the Company determined that,
based on the Company's current financial condition, it was in the
best interests of the Company and all of its stakeholders for the
Company to seek relief under Chapter 11 of the United States
Bankruptcy Code.

The Company also announced that it has reached an agreement for,
and obtained Bankruptcy Court approval of, Debtor-In Possession
financing on an interim basis ("DIP Financing").  The Company will
use the DIP Financing, along with cash from its continued
operations, to continue its operations and meet its working
capital needs, including the payment of employees' wages and
salaries and the continuation of medical and other employee
benefit programs, in the ordinary course of business.  The Company
also obtained approval of its first day motions filed with the
Bankruptcy Court that will allow the Company to continue to
conduct its business with minimal interruption.  The Company
expects that it will continue to manage its properties and operate
its business as a "debtor-in-possession" under the jurisdiction of
the Bankruptcy Court and in accordance with the applicable
provisions of the United States Bankruptcy Code.

The Company will continue to explore strategic alternatives with
the assistance of Stephens Inc., its investment bankers, and FTI
Consulting, Inc., its financial advisors.  The Company's
management and Board of Managers believe that the Chapter 11
proceedings will allow the Company to conduct a process that will
facilitate the Company's efforts to maximize value for all its
stakeholders.

The Company has retained Vinson & Elkins LLP as their lead
bankruptcy counsel, Ottinger Hebert, L.L.C. as their special
counsel, FTI Consulting, Inc. as their financial advisors, and
Stephens Inc. as their investment bankers, and has applied for
approval of such engagements under the applicable procedural rules
of the Bankruptcy Court.  Such professionals will continue to
assist the Company during its restructure process in accordance
with their respective engagement agreements pending such approval.

For more information concerning the bankruptcy cases of
TriDimension Energy, L.P. and its seven affiliates, please visit
the Company's claims and noticing agent's web site at
www.bmcgroup.com/restructuring/restructuring.aspx and select
"TriDimension Energy LP" from the Bankruptcy Case Info Finder.

                     About Tridimension Energy

TriDimension Energy, L.P. and its operating subsidiaries, TDE
Property Holdings, LP, Axis E&P, LP, Axis Onshore, LP, Axis
Marketing, LP, and Ram Drilling, LP, are engaged in the
acquisition, development, exploration, production, and sale of oil
and natural gas in Louisiana and Mississippi.  The Company leases
approximately 165,218 gross acres of oil and gas property, and
have proven reserves of approximately 5.1 million barrels of oil
based on fourth quarter 2009 data.


UAL CORP: Congress Demands More Merger Info From UAL/Continental
----------------------------------------------------------------
U.S. House of Representatives Judiciary Committee Chairman John
Conyers Jr. and Representative Henry Johnson, chairman of the
competition policy subcommittee criticized United and Continental
on May 26, 2010, for providing what the two lawmakers described as
incomplete responses to the committee's questions on the merger,
Josh Mitchell of Dow Jones Newswires reports.

The lawmakers asserted that United and Continental failed to
specify how many jobs would be lost in the Houston, Michigan area
as a result of the deal and whether they planned to close any
hubs, Mr. Mitchell discloses.

A separate report from Reuters relates that United and Continental
told the Congressional Judiciary Committee that they expect few
layoffs from the integration of 87,000 employees and carrier
operations because there are few overlapping routes and no common
hubs.

"This does not provide sufficient assurance that the companies are
committed to protecting the salaries and benefits of their
hardworking, union work forces," the lawmakers said in a joint
statement, reports Dow Jones.

In addition, the lawmakers said United and Continental refused to
provide assurances that the companies would protect benefits of
union members once the work forces are combined, including whether
the highest salary structure of the two companies would be
adopted, Mr. Mitchell notes.

The lawmakers related that United and Continental told the
Congressional Judiciary Committee that that promise would not
allow proper flexibility to make business decisions, Reuters
states.

In response to the lawmakers' concerns, United said in a statement
it was "respectful of the process" but that it would be
"inappropriate for two separate companies to provide the answers
they are seeking," Reuters relates.

For its part, Continental said it intends to further address the
Judiciary Committee's concerns at the June 16, 2010 scheduled
hearing on the merger, Reuters notes.

However, House Transportation Committee James Oberstar urged the
Justice Department to reject the merger saying it would reduce
competition, John Hughes of Bloomberg News relates.

Mr. Oberstar wrote to the Justice Department, outlining his
concerns regarding the proposed merger and called on the Justice
Department "to be more serious" and "to use its authority or its
antitrust powers," Mr. Hughes relates.

Mr. Oberstar explained to reporters in a conference call that the
merger would lead to higher fares, less service and more market
power by global mega-carriers, Mr. Hughes discloses.

"This transaction fundamentally alters the nature of competition
in the domestic and international marketplace and should be
stopped," Mr. Oberstar was quoted by Bloomberg as saying.  "I
would not support any miniscule alternatives, or even apparently
larger ones to make the plan palatable.  This is wrong," Mr.
Oberstar elaborated at the conference call, Mr. Hughes relates.

Mr. Oberstar previously objected at the time Delta Air Lines, Inc.
and Northwest Airlines, Inc. were in the midst of negotiations for
a possible merger, Mr. Hughes notes.

Mr. Oberstar further commented that airlines were "whining" last
year when they opposed his legislation, which is pending, to place
limits on carriers' antitrust immunity for international
alliances, Mr. Hughes relates.

             Senate to Probe into Proposed Merger

The U.S. Senate Subcommittee on Antitrust, Competition Policy and
Consumer Rights will examine the proposed merger deal between
United Air Lines, Inc., and Continental Airlines, Inc., today,
Reuters reports.

The Senate committee on Commerce, Science and Transportation will
also examine the financial state of the airline industry and the
implications of consolidation, says the report.

The report notes that antitrust experts believe the U.S.
Department of Justice will clear the deal since there is little
overlap of common routes and no shared hubs.  Antitrust enforcers
could require some divestiture to enhance competition, experts
add, Reuters says.

In response, Glenn Tilton, chairman, president and chief executive
officer of UAL, said he is optimistic United's merger with
Continental will win U.S. approval this year, John Hughes of
Bloomberg News reports.

According to Mr. Tilton, he has discussed the proposed merger with
the staff at the Justice Department, and has listened to their
questions about the merger, Mr. Hughes discloses.

"My view remains very optimistic," Mr. Tilton said before
reporters in Washington.  "We can address the concerns that they
have expressed well within the timetable and complete the
transaction as planned in the fourth quarter," Mr. Tilton was
quoted by Bloomberg as saying.

Mr. Tilton and Jeff Smisek, Continental's chief executive officer
are set to appear before the Senate hearing on the proposed merger
scheduled today, Mr. Hughes notes.

Mr. Tilton also believes that the U.S. antitrust review by the
Justice Department will find little overlap between the two
companies, Mr. Hughes relates.  "There is no market that I believe
won't lead itself to a very expedient and reasonable solution,"
elaborated Mr. Tilton, Mr. Hughes states.

Mr. Hughes said Mr. Tilton looks forward to having a full and
robust discussion on all of those threshold considerations.

               United and Continental's Merger
                  Aims at Corporate Travel

United and Continental are betting their enormous combined network
will appeal to more companies as demand for business travel
rebound from the recession in 2009, a Reuters report relates.

According to the report, corporate travel is key to prosperity for
major airlines and is the primary reason why United and
Continental would want to create the world's largest airline.
"This is one of the unheralded, unexposed parts of the business,
where the airlines are very eager to become the preferred travel
provider for key corporations," airline consultant Doug Abbey told
Reuters.

The report notes that air service accounts for 18% or about
$50 billion of U.S. business travel spending globally, citing 2008
figures prepared by the National Business Travel Association.
International Business Machines Corp., Boeing Co., General
Electric Co., Exxon Mobil Corp. and Lockheed Martin Corp. were the
top five companies for travel on U.S. airlines in 2008, according
to Business Travel News' most recent survey data.

Messrs. Tilton and Smisek said the merger would make the combined
carrier more appealing to corporate travelers, Reuters relates.
Citing a Business Travel News survey in November 2009, Reuters
states that United and Continental received strong ratings from
corporate clients for the strengths of their individual networks,
partnerships and frequencies.

Kevin Mitchell, president of Business Travel Coalition told
Reuters that once United and Continental fully integrate and begin
to realize more than $1 billion in annual revenue and cost
improvements, they could pass savings along to companies that hold
travel contracts with them.  "In this case, an all-out-merger will
allow them to integrate all their sales and all their marketing.
That is more attractive," commented Mr. Mitchell, Reuters reports.

                  About Continental Airlines

Continental Airlines Inc. (NYSE: CAL) --
http://www.continental.com/-- is the world's fifth largest
airline.  Continental, together with Continental Express and
Continental Connection, has more than 2,400 daily departures
throughout the Americas, Europe and Asia, serving 130 domestic and
132 international destinations.  Continental is a member of Star
Alliance, which provides access to more than 900 additional points
in 169 countries via 24 other member airlines.  With more than
41,000 employees, Continental has hubs serving New York, Houston,
Cleveland and Guam, and together with its regional partners,
carries roughly 63 million passengers per year.

At December 31, 2009, Continental had total assets of
$12.781 billion against total current liabilities of
$4.389 billion; long-term debt and capital leases of
$5.291 billion; deferred income taxes of $203 million; accrued
pension liability of $1.248 billion; accrued retiree medical
benefits of $216 million; and other liabilities of $844 million.
At December 31, 2009, the Company had accumulated deficit of
$442 million, accumulated other comprehensive loss of
$1.185 billion and stockholders' equity of $590 million.  The
December 31 balance sheet showed strained liquidity: Continental
had total current assets of $4.373 billion against total current
liabilities of $4.389 billion.

                          *     *     *

As reported by the Troubled Company Reporter on September 4, 2009,
Standard & Poor's Ratings Services lowered its issue-level ratings
on all senior unsecured debt of Continental to 'CCC+' from 'B-'
and revised the recovery ratings on certain unsecured debt issues,
excluding industrial revenue bonds, to '6' from '5'.  At the same
time, S&P affirmed its 'B' corporate credit rating and secured
debt ratings on Continental.

The ratings on Continental's unsecured debt are based principally
on declining aircraft values caused by the global aviation
downturn.  This could result in reduced asset protection for
unsecured creditors if Continental were to file for bankruptcy.

Continental continues to carry Moody's Investors Service's B2
corporate family and Fitch Ratings' 'B-' Issuer Default Rating and
'CC/RR6' from 'CCC/RR6' senior unsecured rating.

                     About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for Chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors.  Judge Eugene R. Wedoff
confirmed a reorganization plan for United on Jan. 20, 2006.  The
Company emerged from bankruptcy on Feb. 1, 2006.

Reorganized UAL Corp. carries a 'Caa1' probability of default
rating from Moody's, 'B-' long term foreign issuer credit rating
from Standard & Poor's, and 'CCC' long term issuer default rating
from Fitch.


UAL CORP: Files With SEC Prospectuses on Proposed Merger
--------------------------------------------------------
UAL Corp. submitted to the U.S. Securities and Exchange Commission
prospectuses and business combinations on Form 425 from May 7 to
24, 2010, to provide more information on the proposed merger
between United Air Lines, Inc., and Continental Airlines, Inc.

                      Integration Planning

The SEC filings note that Glenn Tilton and Jeff Smisek will lead
the Integration Steering Committee that includes:

  (1) Kathryn Mikells, executive vice president and chief
      financial officer, and Pete McDonald, executive vice
      president and chief administrative officer from United;
      and

  (2) Zane Rowe, executive vice president and chief financial
      officer and Jim Compton, executive vice president and
      chief marketing officer from Continental.

Pete McDonald for United and Lori Gobillot, Esq., staff vice
president and assistant general counsel for Continental, will
report to the Integration Steering Committee and lead the
Integration Management Office or "IMO."  The IMO will oversee the
day-to-day integration planning and recommendations and will
focus on identifying key strategic opportunities, including fleet
planning, capital structure, product/service strategy and
processes to create a stronger airline, better positioned to
succeed in the competitive global aviation industry.

The IMO will focus on five significant bodies of work:
commercial, operations, corporate functions, IT and systems
integration, and single operating certificate planning.  Each of
these functional areas will have dedicated co-leaders appointed
by each company.  The Carriers will keep employees informed as
they determine the leaders of these teams, define the process and
make progress along what will be a structured, phased approach to
integration planning.

                    Employee Groups

With respect to their employees and unions representing them,
United and Continental's goal is to combine each work group
without delay after closing, and the timing of this process will
probably be different for different work groups.  Combining
employees into a single workforce can be a complex process,
however, that could take a year to complete, the Carriers said.
The basic steps in this process include:

  * Seniority integration is led by the unions, and requires
    that the seniority lists of each work group be combined on a
    "fair and equitable' basis; the airlines usually do not
    participate in this process.

  * Determination of the post-merger representation status for
    each group by the National Mediation Board, which may
    require an election where the carriers have different unions
    or where one carrier's group is unrepresented.

  * Negotiation of a joint collective bargaining agreement for
    each work group covering the combined employees of the two
    airlines.

                     Other Information

UAL also filed a sample of a letter dated May 7, 2010, sent to its
employees regarding the proposed merger.

In addition, UAL distributed on May 17, 2010, sample letters to
certain individuals and organizations to show their support to the
merger.  The letters are to be sent to the regulators, including
the U.S. Department of Transportation that will review the
transaction.

United and Continental also updated frequently asked questions on
Let's Fly Together Web site at www.unitedcontinentalmerger.com

The prospectuses can be accessed for free at:

* Integration Planning
  http://ResearchArchives.com/t/s?6330

* Employee Groups
  http://ResearchArchives.com/t/s?632f

* Updated FAQs
  http://ResearchArchives.com/t/s?6331

* May 7 Letter to United's employees
  http://ResearchArchives.com/t/s?6332

* May 17 Sample Letters of Support
  http://ResearchArchives.com/t/s?6333

                  About Continental Airlines

Continental Airlines Inc. (NYSE: CAL) --
http://www.continental.com/-- is the world's fifth largest
airline.  Continental, together with Continental Express and
Continental Connection, has more than 2,400 daily departures
throughout the Americas, Europe and Asia, serving 130 domestic and
132 international destinations.  Continental is a member of Star
Alliance, which provides access to more than 900 additional points
in 169 countries via 24 other member airlines.  With more than
41,000 employees, Continental has hubs serving New York, Houston,
Cleveland and Guam, and together with its regional partners,
carries roughly 63 million passengers per year.

At December 31, 2009, Continental had total assets of
$12.781 billion against total current liabilities of
$4.389 billion; long-term debt and capital leases of
$5.291 billion; deferred income taxes of $203 million; accrued
pension liability of $1.248 billion; accrued retiree medical
benefits of $216 million; and other liabilities of $844 million.
At December 31, 2009, the Company had accumulated deficit of
$442 million, accumulated other comprehensive loss of
$1.185 billion and stockholders' equity of $590 million.  The
December 31 balance sheet showed strained liquidity: Continental
had total current assets of $4.373 billion against total current
liabilities of $4.389 billion.

                          *     *     *

As reported by the Troubled Company Reporter on September 4, 2009,
Standard & Poor's Ratings Services lowered its issue-level ratings
on all senior unsecured debt of Continental to 'CCC+' from 'B-'
and revised the recovery ratings on certain unsecured debt issues,
excluding industrial revenue bonds, to '6' from '5'.  At the same
time, S&P affirmed its 'B' corporate credit rating and secured
debt ratings on Continental.

The ratings on Continental's unsecured debt are based principally
on declining aircraft values caused by the global aviation
downturn.  This could result in reduced asset protection for
unsecured creditors if Continental were to file for bankruptcy.

Continental continues to carry Moody's Investors Service's B2
corporate family and Fitch Ratings' 'B-' Issuer Default Rating and
'CC/RR6' from 'CCC/RR6' senior unsecured rating.

                     About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for Chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors.  Judge Eugene R. Wedoff
confirmed a reorganization plan for United on Jan. 20, 2006.  The
Company emerged from bankruptcy on Feb. 1, 2006.

Reorganized UAL Corp. carries a 'Caa1' probability of default
rating from Moody's, 'B-' long term foreign issuer credit rating
from Standard & Poor's, and 'CCC' long term issuer default rating
from Fitch.


UNITED STATES: Judge Teel Dismisses Involuntary Petition
--------------------------------------------------------
Clayton T. Utterback, Ryan T. Kirk and James P. Utterback,
alleging they're owed money by the United States Department of the
Treasury, took the bold step of filing an involuntary chapter 11
petition (Bankr. D.C. Case No. 10-00463) against the government
earlier this month.

This week, sua sponte, the Honorable S. Martin Teel dismissed the
three alleged creditors' involuntary petition, explaining that:

    Under Sec. 303 of the Bankruptcy Code, an involuntary
    case may be commenced "against a person, except a
    farmer, family farmer, or a corporation that is not a
    moneyed, business, or commercial corporation, that
    may be a debtor under the chapter under which such
    case is commenced."  Section 101(41) goes on to define
    the term "person" as "an individual, partnership, and
    corporation, but does not include a governmental
    unit," except in situations not applicable here.
    Because the Department of Treasury is not included in
    the definition of "person" and because an involuntary
    case may only be commenced against a person, as that
    term is defined in the Bankruptcy Code, dismissal of
    the case is appropriate.

Judge Teel probably could have, but didn't, impose any sanctions.


USEC INC: Toshiba & Babcock Deal Won't Move S&P's 'CCC+' Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said that its rating and
outlook on Bethesda, Md.-based USEC Inc. (CCC+/Developing/--) are
not affected by the announcement that Toshiba Corp. and Babcock &
Wilcox Investment Co., an affiliate of The Babcock & Wilcox Co.  ,
have signed a definitive investment agreement for $200 million
with USEC.

Under the terms of the agreement, Toshiba and B&W will each invest
$100 million in USEC, spread out over three phases, each subject
to certain closing conditions.  The first phase is expected to
close upon completion of specific closing conditions and obtaining
necessary regulatory approvals.  This is expected to occur in the
third quarter of 2010.  For their investment, the companies would
receive convertible preferred stock as well as warrants to
purchase shares of common stock, which would be exercisable in the
future.

In S&P's opinion, the investment is contingent on specific
conditions, which may or may not transpire.  If the required
conditions are met, the company expects to realize proceeds from
the first phase, totaling $75 million, no earlier than the third
quarter of 2010.

The developing rating outlook reflects the uncertainty surrounding
the approval of the Department of Energy loan guarantee
application.  USEC anticipates that it will update its DOE loan
guarantee application this summer as $2 billion in federal budget
loan authority remains available under the 2008 solicitation for
Front End Nuclear Fuel facilities.


VALCOM INC: Posts $1.1 Million Net Loss in Q2 Ended March 31
------------------------------------------------------------
ValCom, Inc., filed its quarterly report on Form 10-Q, reporting a
net loss of $1,074,510 on $170,971 of revenue for the three months
ended March 31, 2010, compared with net income of $206,417 on
$318,935 of revenue for the same period of 2009.  The  decrease
in revenue was principally due to a decrease in auction and studio
rental income.

Loss from operations was $983,511 for the three months ended
March 31, 2010, compared to loss from operations of $315,164 for
the correspoding period of 2009.

Other income decreased from $552,475 for the three months ended
March 31, 2009, to $887 for the three months ended March 31, 2010.
For the three months ended March  31, 2009, the Company settled a
lawsuit and received a $550,000 settlement.

The Company's balance sheet as of March 31, 2010, showed
$1,319,682 in assets and $2,880,381 of liabilities, for a
stockholders' deficit of $1,560,699.

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

               http://researcharchives.com/t/s?635a

The Company incurred a net loss of $1,359,615 and negative cash
flows from operations of $1,049,231 for the six months ended
March 31, 2010, and had a working capital deficiency of
$1,785,561 and an accumulated deficit of $22,048,655 at March 31,
2010.  "These conditions raise substantial doubt about the
Company's ability to continue as a going concern."

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

               http://researcharchives.com/t/s?5849

Indian Rocks Beach, Fla.-based Valcom, Inc. (OTC BB: VLCO) --
http://www.valcom.tv/-- is a diversified, fully integrated,
independent entertainment company that has been in operation since
1983.  ValCom, Inc., through its operating divisions and
subsidiaries, creates and operates full service facilities that
accommodate film, television and commercial productions with its
four divisions comprised of studio and rental, television and
film, broadcasting, and live theater.

On July 14, 2007, the Company voluntarily filed for protection
under Chapter 11 of the U.S. Bankruptcy Code.  The Company emerged
from bankruptcy the following year.

                          *     *     *

As reported in the Troubled Company Reporter on March 2, 2010,
MaloneBailey, LLP, in Houston, expressed substantial doubt about
ValCom, Inc. ability to continue as a going concern after auditing
the Company's consolidated financial statements as of and for
the years ended September 30, 2009, and 2008.  The independent
auditors reported that the Company has suffered losses from
operations and has a working capital deficit.


VISTEON CORP: Amends Plan to Note of Alternative Proposals
----------------------------------------------------------
Visteon Corporation and its debtor affiliates delivered to the
U.S. Bankruptcy Court for the District of Delaware a Third
Amended Joint Plan of Reorganization and Disclosure Statement on
May 24, 2010.

The Third Amended Plan essentially still contemplates a "toggle"
plan for the Debtors.  It is comprised of two mutually exclusive
sub-plans: the Rights Offering Sub Plan and the Claims Conversion
Sub Plan.

Pursuant to the Plan Support Agreement, the Toggle Plan has the
support of more than two-thirds in the amount of the 12.25%
Senior Note Claims and two-thirds in aggregate amount of the
7.00% Senior Notes Claims and 8.25% Senior Notes Claims, William
G. Quigley, III, chief financial officer and executive vice
president of Visteon, relates.

The Debtors have affirmed the support of the Official Committee
of Unsecured Creditors of the Toggle Plan.  The Debtors disclose,
under the Third Amended Plan, that they have executed a separate
Plan Support Agreement with the Creditors Committee.  It is
clarified though that the Creditors Committee Plan Support
Agreement terminates automatically if the Note Holder Plan
Support Agreement is terminated under certain conditions.

The Third Amended Disclosure Statement has these additional
disclosures:

  1. Alternative plan proposals from the term loan lenders and
     Johnson Controls Inc.

  2. Stock grants under the under the Management Equity
     Incentive Program

  3. Additional duties for the Oversight Committee

  4. Estimated recovery for Class H General Unsecured Claims

  5. Estimated amounts for certain classes of Claims

  6. Method used under the Discounted Cash Flow Analysis

The Third Amended Disclosure Statement also reflects the
developments that occurred in the Debtors' cases since the filing
of the last plan version.  Among those events are:

  1. The Court's approval of the Debtors' reconsideration motion
     on the Pension Committee Order;

  2. The Court's denial of the request for a bankruptcy examiner
     appointment;

  3. The Court's denial of the request for the appointment of an
     official committee of equity holders;

  4. The Court's denial of the request for a termination of the
     exclusivity periods; and

  5. The extension of the term of the Debtors' DIP Financing
     Facility with Wilmington Trust and other lender parties
     through August 18, 2010.

                   Alternative Plan Proposals

The Third Amended Disclosure Statement elaborates on the
alternative plan proposals the Debtors received from the Term
Loan Lenders and Johnson Controls Inc.:

  * Proposals from the Term Loan Lenders

     The Debtors relate that they received two proposals from
     the steering committee of the Term Loan Lenders.  The first
     proposal, through a letter dated April 16, 2010, proposes
     that the Debtors confirm the Claims Conversion Sub Plan,
     modified to offer Eligible Holders of Allowed Senior Notes
     Claims the option to purchase their respective pro rata
     shares of the equity that would otherwise be distributed to
     the Term Loan Lenders.  The fees payable to the Investors
     and certain financial advisors under the Equity Commitment
     Agreement pursuant to the Toggle Plan would not be payable
     under this proposal and the Term Loan Lenders thus believe
     the proposal would result in significant fee reductions
     payable by the Debtors' estates.

     The Debtors, however, rejected the proposal and believe the
     fees associated with the Rights Offering Sub Plan are
     appropriate given, among other things, the infusion of
     $1.250 billion in new capital from the Rights Offering,
     whereas the Claims Conversion Sub Plan would not generate
     that capital.

     A full-text copy of the April 16 Letter is available for
     free at:

         http://bankrupt.com/misc/Visteon_April16Letter.pdf

     The second proposal, made by a letter dated May 7, 2010,
     proposed an alternative plan based on the Rights Offering
     Sub Plan, whereby the Term Loan Lenders would serve as
     direct investors and backstop parties for the Rights
     Offering, without the requirement of any fees, Debtor
     covenants, conditions for financing, or credit approvals.
     Under this proposal, Allowed Senior Notes Claims would
     receive 15% of the Distributable Equity, with the Rights
     Offering otherwise fully available to Eligible Holders of
     Allowed Senior Notes Claims as provided in the Rights
     Offering Sub Plan.

     A full-text copy of the May 7, 2010 letter is available for
     free at:

          http://bankrupt.com/misc/Visteon_May7Letter.pdf

  * Proposal from Johnson Controls

     On May 7, 2010, the Debtors received an unsolicited
     preliminary proposal from Johnson Controls, Inc. to
     purchase certain assets associated with the Debtors'
     interiors and electronics business.  On May 17, 2010, the
     Debtors sent a letter to JCI seeking additional information
     regarding the proposal.

     JCI sent the Debtors a response on May, 20, 2010, that
     answered some of the Debtors' questions but still lacked
     certain essential information.  The response did, however,
     make clear that JCI would not assume liabilities for
     employee pension benefits, OPEB, any long-term debt, or any
     liabilities or Claims that related to conduct or products
     of the business prior to the closing date of the sale.

     According to the Debtors, it is unclear at this point
     whether the JCI proposal holds out any real prospect of
     enhancing the value of their estates.  The Debtors maintain
     that JCI is a direct competitor that stands to benefit by
     introducing delay and complexity at a critical point in
     their reorganization process.  The Debtors relate that they
     have had extensive and difficult experiences with JCI in
     prior transactions and accordingly are mindful that
     exploring a transaction of this size and scope late in
     these Chapter 11 cases and at a critical juncture could
     distract the company from its preliminary objective of
     completing the ongoing reorganization process in a manner
     that enhances value for all of the Debtors' stakeholders.

     The Debtors anticipate continued discussions with JCI and
     to the extent they deem the proposal superior to the Plan,
     the Debtors may choose to pursue the proposal instead of
     moving toward confirmation of the Plan pursuant to the
     fiduciary-out provisions of both the Plan Support Agreement
     and the Committee Plan Support Agreement.

     Nevertheless, the Debtors maintain that they will move
     toward confirmation of the Plan during the course of
     further discussions with JCI and are confident that their
     customers and global joint venture partners will continue
     to support their reorganization process and goal of a near-
     term emergence through the Plan.

                    Plan Support Agreements

The Third Amended Disclosure Statement reflects the position of
the Term Loan Lenders to the proposed Plan Support Agreements.
The Term Loan Lenders believe that the plan support agreements
(x) contain no definitive date by which the new capital must be
delivered; (y) excuse the Investors from any liability for breach
of their commitments, and (z) would likely suspend confirmation
in the event the Investors or Note Holders litigate regarding the
toggle.  The Debtors believe the Term Loan Lenders completely
misinterpret the Equity Commitment Agreement and the Plan Support
Agreement and disagree with the Term Loan Lenders' assertions.

               Management Equity Incentive Program

Based on the Valuation Analysis, the initial restricted stock
grants equal to 3% and 2.5% of New Visteon Common Stock under the
Rights Offering Sub Plan and Claims Conversion Sub Plan would be
worth between $42.15 million and $48 million after the three-year
vesting period.  Under both the Rights Offering Sub Plan and
Claims Conversion Sub Plan, approximately 22% of the initial
restricted stock grant will be distributed to the Debtors' Chief
Executive Officer, which would equate to an approximate value of
$9.273 million to $10.560 million after the three year vesting
period.  The remaining New Visteon Common Stock that the New
Board may allocate to the Management Equity Incentive Program in
its discretion would be worth between $98.35 million and
$144 million after the three-year vesting period.

Aurelius Capital Master, Ltd., ACP Master, Ltd., and Aurelius
Convergence Master, Ltd., holders of Visteon Corporation's common
stock, believe that the Distributable Equity Value of the
Reorganized Visteon is substantially higher than the Debtors'
estimate of $1.405 billion to $1.920 billion and accordingly,
believe that the 10% of New Common Stock that could be issued
under the Management Equity Incentive Program is worth
substantially more than $140.5 million to $192 million, the value
based on the Debtors' Valuation Analysis.

The Debtors believe their Valuation Analysis is accurate, and
reflects the value of the Management Equity Incentive Program.
The Debtors thus dispute Aurelius' valuation conclusions.

                 Role of the Oversight Committee

Pursuant to the Third Amended Plan, a post-Effective Date
committee consisting of no more than three members of the
Official Committee of Unsecured Creditors will be selected to
compose the Oversight Committee.

The Oversight Committee will have the right to monitor the manner
and timing of the processing of the allowance and disallowance of
Class H Claims and the manner and timing of distributions under
the Plan to holders of Allowed Class H Claims, and to receive
from the Reorganized Debtors upon reasonable request information,
and be heard by the Bankruptcy Court.  The Oversight Committee
will also have the right to object and be heard by the Bankruptcy
Court with respect to any reconciliation or resolution of any
Disputed Claim that is a Class H Claim that has a face amount as
filed of greater than or equal to $2.0 million, provided that
Claim is not a Trade Claim, subject to the Reorganized Debtors'
business judgment to reconcile or resolve any Claim.

The Oversight Committee will automatically dissolve following the
reconciliation or resolution and final distribution under the
Plan on account of all Class H Claims.

              Treatment of Claim Class F, G, H

Holders of Class H General Unsecured Claims are projected to
receive a 50% recovery on their Claims based on the Debtors'
estimate.  The Debtors clarify that to the extent the amount of
Allowed Class H General Claims exceeds $282 million, a 69%
increase over the Debtors' high-end Claims projection, holders of
Allowed Class H General Unsecured Claims would receive less than
a 50% recovery on their Claims.

The Debtors also clarify that for holders of Class F and G
Noteholder Claims, they will receive their pro rata allocation of
5% of the Distributable Equity Value and pro rata allocation of
Subscription Rights.

                     Claim Amount Estimate

Under the Claims Conversion Sub Pan, Administrative and
Professional Claims are estimated to aggregate $105 million; DIP
Facility Claims $75 million; and Priority Tax Claims
$5.3 million.

The estimated amount of Administrative and Professionals Claims
under the Rights Offering Sub-Plan is $225 million, from a
previous estimate of $105 million.

                 Discounted Cash Flow Analysis

The Debtors disclose that the Discounted Cash Flow Analysis
utilized the perpetuity growth method and thus, terminal value is
estimated using a long-run growth rate for the period beyond the
Projection Period (beyond 2013).  The Valuation Analysis uses a
perpetuity growth rate for free cash flow of 0.0% - 2.0%.  The
discount rate range was calculated based on assumed cost of debt
and the Capital Asset Pricing Model using the companies
identified for the Comparable Companies Analysis in benchmarks.
Projected cash pension payments were discounted on a similar
basis at the overall DCF discount rate range of 14% - 16%.

Clean and blacklined copies of the Third Amended Plan are
available for free at:

    http://bankrupt.com/misc/Visteon_3rdAmendedPlan.pdf
    http://bankrupt.com/misc/Visteon_3rdAmendedPlanBlack.pdf

Clean and blacklined copies of the Third Amended Disclosure
Statement are available for free at:

    http://bankrupt.com/misc/Visteon_3rdAmendedDS.pdf
    http://bankrupt.com/misc/Visteon_3rdAmendedDSblack.pdf

                         About Visteon Corp.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The Company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of US$4,561,000,000 and
debts of US$5,311,000,000 as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VISTEON CORP: Court Adjourns Plan Outline Hearing to June 14
------------------------------------------------------------
Bankruptcy Judge Christopher S. Sontchi for the District of
Delaware has further continued the hearing to consider the
adequacy of the Disclosure Statement explaining the Chapter 11
Plan of Visteon Corporation and its debtor affiliates to June 14,
2010, at 10:00 a.m.

The Court ordered the adjournment at a May 24, 2010 hearing after
lawyers for secured lenders and shareholders said they can match
the provisions of the existing Visteon Plan without costing the
company millions of dollars in fees and expenses, Randall Chase
of the Associated Press reported.

The existing Visteon Plan contemplates that senior noteholders
get a 95% stake of the company if they can raise $1.25 billion to
pay off secured lenders.  The other bondholders would get the
remaining 5%.

The adequacy hearing for the Plan Disclosure Statement has been
adjourned several times since January 2010, with the most recent
adjournment set for May 24, 2010.

However, shareholders and secured lenders argued for more time
and urged the Bankruptcy Court not to approve plan financing
agreements or funding proposals that would lock Visteon into fees
that some argued could approach $100 million, Reuters said in a
separate report.

The hearing adjournment also comes in light of a $1.25 billion
offer Johnson Controls Inc. said it made for Visteon's automotive
interiors and electronics business in early May.  JCI made public
its offer just three days before Court was due for another
adequacy hearing on the Disclosure Statement.  In a subsequent
statement, JCI said it is willing to increase its offer for the
Visteon assets after it has completed due diligence.

With the adjournment of the Disclosure Statement Hearing, Judge
Sontchi advised Visteon to resume negotiations with parties-in-
interest to improve on the funding proposal of its bankruptcy
plan, Tom Halls of Bloomberg News said in a separate report.

"What is the hurry?" Bloomberg News quoted Judge Sontchi,
referring to Visteon's expedited move to obtain approval of its
Disclosure Statement.

"Why today?  Why not three, four weeks from now and allow the
negotiations to continue to percolate?" AP quoted Judge Sontchi
as asking Visteon attorney Marc Kieselstein, Esq., of Kirkland &
Ellis, LLP, at the May 24 hearing.

Mr. Kieselstein responded by saying that the term lenders and
shareholders don't have a formal plan proposal, and that Visteon
is experiencing stresses on its business with Nissan and Ford
having expressed concern on the pace of Visteon's bankruptcy
proceedings, according to AP.

Visteon is also skeptical whether JCI can make good on its offer
to buy two of Visteon's business units.

                    Shareholders' Proposal

Sabin Willet, Esq., of Bingham McCutchen, LLP, as counsel for the
administrative agent of Visteon's secured lenders, brought to the
Court's attention the plan proposal of a certain shareholder
group by a letter dated May 23, 2010.

The Secured Lenders said they have reviewed the shareholder
proposal and believe that it is "potentially constructive."

The shareholder group reportedly owns 13% of Visteon's existing
common stock.

Bill Rochelle of Bloomberg News reports that if the shareholders
succeed, their plan would leave reorganized Visteon with
$210 million in debt, rather than $400 million.  The shareholder
group also proposes to backstop a $395 million offering while
charging no fees, the report notes.

For their offer, the shareholders would buy at least $175 million
in new Visteon common stock and assure that there is a
$210 million secured loan available on Visteon's exit from Chapter
11, Bloomberg relates.

The shareholder proposal would give 10% of the Visteon stock to
noteholders, rather than just 5% as contemplated under the
existing Visteon Plan, Bloomberg notes.  It would also allow
noteholders to participate in a $950 million equity rights
offering.

                      JCI's $1.25 Bil. Offer

Johnson Controls, Inc., said May 21 it sent a letter to Visteon
expressing interest in acquiring Visteon's interiors and
electronics businesses.  Johnson Controls is offering
$1.25 billion in cash for the businesses, subject to due
diligence, the execution of a definitive agreement and the
approval of the Johnson Controls Board of Directors.

Johnson Controls initially contacted Visteon regarding its
interest in the interiors and electronics businesses in January
2010 and made subsequent contacts on May 7 and May 20.  No other
terms or details of the proposed transaction have been disclosed,
pending customary due diligence and negotiations.  Wachtell,
Lipton, Rosen & Katz and JPMorgan Securities have been retained
by Johnson Controls to assist in the transaction.

Visteon responded in a statement that despite its request for
additional clarification, Johnson Controls' proposal continues to
lack important information and remains highly conditional.  "It is
unclear at this point whether this proposal holds out any real
prospect of enhancing value to Visteon's constituents."

Visteon added that this proposal has surfaced very late and at a
critical point in our Chapter 11 process.  Johnson Controls is a
direct competitor that stands to benefit by introducing delay and
complexity into the Visteon reorganization process.  Visteon has
had extensive and difficult experiences with Johnson Controls in
prior transactions.

                         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: JCI Offer Shows Greater Value, Say Shareholders
-------------------------------------------------------------
In a supplemental objection to the disclosure statement explaining
the Chapter 11 plan of Visteon Corp., Aurelius Capital Master,
Ltd., ACP Master, Ltd., and Aurelius Convergence Master, Ltd.
asserts that the offer from Johnson Controls, Inc., confirms the
suggestion that Visteon's operations have substantially greater
value that the Debtors have acknowledged to date.

As widely reported, JCI made public its interest in acquiring
Visteon's interiors and electronics businesses for $1.25 billion.

"[The JCI offer] further supports the position, set forth in the
objection previously filed by Aurelius Capital Master, ACP
Master, and Aurelius Convergence Master on May 18, 2010, that the
Second Amended Plan cannot be confirmed because Visteon's
enterprise value substantially exceeds the amount of its debt,
leaving significant value for shareholders," Blake M. Cleary,
Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington,
Delaware -- mbcleary@cyst.com -- as counsel to the Aurelius
Entities maintains.

The Second Disclosure Statement should be supplemented with
additional disclosure on the JCI issue, the Aurelius Entities
insist.

In particular, Mr. Cleary notes, the Disclosure Statement must
contain these additional disclosures:

  * the status of negotiations between Visteon and Johnson
    Controls for the sale of Visteon's interiors and electronics
    businesses;

  * what value is attributed to the interiors and electronics
    businesses in Rothschild Inc.'s estimate of total enterprise
    value in the Disclosure Statement; and

  * how the sale of the interiors and electronics businesses for
    $1.25 billion would effect Rothschild's estimated TEV for
    the Debtors of between $1.98 billion and $2.345 billion.

                         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)


WARREN 8: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Warren 8, LLC
        551 Park Avenue, Suite 1
        Scotch Plains, NJ 07076

Bankruptcy Case No.: 10-25976

Chapter 11 Petition Date: May 25, 2010

Court: U.S. Bankruptcy Court
       District of New Jersey (Newark)

Judge: Morris Stern

Debtor's Counsel: Kim R. Lynch, Esq.
                  Forman Holt Eliades & Ravin LLC
                  80 Route 4 East, Suite 290
                  Paramus, NJ 07652
                  Tel: (201) 845-1000
                  Fax: (201) 845-9112
                  E-mail: klynch@formanlaw.com

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

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

According to the schedules, the Company says that assets total
$4,122,100 while debts total $8,503,651.

A copy of the Company's list of 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/njb10-25976.pdf

The petition was signed by Frank L. Mazzeo, managing member.


WESTGATE PROPERTIES: Case Summary & 14 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Westgate Properties, Ltd.
        P.O. Box 2255
        Sandusky, OH 44871-2255

Bankruptcy Case No.: 10-33604

Chapter 11 Petition Date: May 25, 2010

Court: U.S. Bankruptcy Court
       Northern District of Ohio (Toledo)

Judge: Richard L Speer

Debtor's Counsel: Jonathan P. Blakely, Esq.
                  Weston Hurd, LLP
                  The Tower at Erieview
                  1301 East 9th Street, Suite 1900
                  Cleveland, OH 44114-1862
                  Tel: (216) 687-3311
                  Fax: (216) 621-8369
                  E-mail: jblakely@westonhurd.com

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

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

A copy of the Company's list of 14 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/ohnb10-33604.pdf

The petition was signed by Joseph F. Yost III, managing member.


YREKA RV: Case Summary & 9 Largest Unsecured Creditors
------------------------------------------------------
Debtor: Yreka RV Park LLC
        767 Montague Rd
        Yreka, CA 96097

Bankruptcy Case No.: 10-33721

Chapter 11 Petition Date: May 25, 2010

Court: United States Bankruptcy Court
       Eastern District of California (Sacramento)

Judge: Michael S. McManus

Debtor's Counsel: Jamie P. Dreher, Esq.
                  621 Capitol Mall 18th Fl
                  Sacramento, CA 95814
                  Tel: (916) 444-1000
                  Fax: (916) 444-2100
                  E-mail: jdreher@downeybrand.com

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

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

A list of the Company's 9 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/caeb10-33721.pdf

The petition was signed by Roger Akkerman, managing member.


* BOOK REVIEW: Voluntary Assignments for the Benefit of Creditors,
              Volumes I and II
------------------------------------------------------------------
Author: James Avery-Webb
Publisher: Beard Books
Softcover: 788 pages for both volumes
Price: $34.95 each volume; $49.95 set
Review by Henry Berry

Voluntary Assignments for the Benefit of Creditors is a 1999
update of the classic nineteenth-century work on the important
financial and business instrument known as "voluntary
assignments."  The author of the original edition was Alexander M.
Burrill, a noted legal scholar who also wrote a law dictionary and
several other texts.  Voluntary Assignments for the Benefit of
Creditors is now in its sixth edition, with Avery-Webb authoring
the update.

As defined by the authors, voluntary assignments for the benefit
of creditors are "transfers, without compulsion of law, by
debtors, of some or all of their property to an assignee or
assignees, in trust to apply the same, or the proceeds thereof, to
the payment of some or all of their debts, and to return the
surplus, if any, to the owner."  Voluntary assignments offer
businesspersons from small business owners to corporate executives
great flexibility in raising capital.  Considering the many ways
that businesses can enter into voluntary assignments, the
different ways of valuing properties "assigned," and the changing
value of these properties over time, the law governing voluntary
assignment is complex.

The authors tackle the subject of voluntary assignments in all its
breadth and depth.

During the 1800s, when Burrill's work first came out, there were
innumerable cases dealing with voluntary assignments.  The case
law of the 1800s remains authoritative, informative, and
instructive today.

To render it comprehensible, the authors break down the subject
matter into its many facets, thereby allowing lawyers and others
to quickly reference areas of interest.  These cases are listed
alphabetically, and comprise more than fifty pages in a front
section titled "Table of Cases."  Cases are also referred to in
the text proper and in copious footnotes.

The format of the text, including the footnotes, is the standard
followed by many legal texts and handbooks, notably the multi-
volume American Jurisprudence.  The sections are numbered
consecutively in forty-five chapters.  There are 458 sections in
all.  The sections are relatively short, even though the subject
of voluntary assignments is complex and there is bountiful case
law.

Readers can peruse general topics such as execution of the
assignment, construction of assignments, sale of the assigned
property, and the rights, duties, and powers of the assignee.
More specific, detailed topics can be accessed using the index.
There are two appendices.  The first contains synopses of the
statutes of every state and territory on voluntary assignments.
The second appendix contains nearly thirty standard forms that can
be used for various aspects of assignments.

Although voluminous and rigorous in its commentary and legal
citations, the two-volume Voluntary Assignments for the Benefit of
Creditors is neither dense nor ungainly.

Like a good lawyer breaking down a case so it can be comprehended
by a jury of average persons, so does Burrill and Avery-Webb deal
with the topic of voluntary assignments.

Born in 1868 in Tennessee, James Avery-Webb (d. 1953) had a career
as a prominent attorney in New York City.



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard
C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez,
Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2010.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


                  *** End of Transmission ***