TCR_Public/100531.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, May 31, 2010, Vol. 14, No. 149

                            Headlines

ABITIBIBOWATER INC: Eastern Canada Workers Ratify New CBA
ABITIBIBOWATER INC: Shuts Down Gatineau Mill, Lays Off Workers
ABITIBIBOWATER INC: Files Form 10-K Amendments
ABITIBIBOWATER: Court Approves $6MM Sale of Dam & Pipeline Assets
ADESA INC: Bank Debt Trades at 5% Off in Secondary Market

AFFINION GROUP: Bank Debt Trades at 4% Off in Secondary Market
AGE REFINING: JPMorgan & Creditors Committee Want Ch.11 Trustee
ALION SCIENCE: Reports $61 Mil. EBITDA for FY Ended March 31
ALMADEN ASSOCIATES: Mechanics Bank Cash Use Expires Today
ALLEGHENY HEALTH: Court Revives Suit Tying PwC to Fraud

AMC ENTERTAINMENT: Bank Debt Trades at 5% Off in Secondary Market
AMERICAN HOMEPATIENT: Shareholders Meeting Set for June 30
AMERICAN INT'L: Likely to Repay $83.2 Billion Loan to Fed Reserve
AMERICREDIT CORP: Fitch Upgrades Issuer Default Rating to 'B+'
ANTIOCH, CALIFORNIA: Considering Bankruptcy

ARAMARK CORP: Bank Debt Trades at 3% Off in Secondary Market
ARAMARK CORP: Bank Debt Trades at 5% Off in Secondary Market
ASSOCIATED ESTATES: Moody's Raises Senior Debt Rating to 'Ba3'
ASSOCIATED MATERIALS: Narrows Net Loss to $3.2-Mil. in Q1 2010
AXIS ONSHORE: Files for Chapter 11 Protection in Dallas

AVAYA INC: Bank Debt Trades at 14% Off in Secondary Market
BANK OF FLORIDA - SOUTHEAST: Closed; EverBank Assumes All Deposits
BANK OF FLORIDA - SOUTHWEST: Closed; EverBank Assumes Deposits
BANK OF FLORIDA - TAMPA BAY: Closed; EverBank Assumes Deposits
BELA KERESZTES-FISCHER: Case Summary & 21 Largest Unsec Creditors

BIOVEST INT'L: Reaches Deal With DoD to Supply AutovaxID
BROADCAST INTERNATIONAL: Posts $2.9 Million Net Loss in Q1 2010
BURLINGTON COAT: Bank Debt Trades at 8% Off in Secondary Market
CABI DOWNTOWN: Transfers Title of Everglades Project to BofA
CALVARY BAPTIST: Amends List of 20 Largest Unsecured Creditors

CALVARY BAPTIST: Taps McCallar Law as Bankruptcy Counsel
CELANESE US: Bank Debt Trades at 4.89% Off in Secondary Market
CHINA LOGISTICS: Posts $28,278 Net Loss in Q1 2010
CLAYTON WILLIAMS: S&P Cuts Rating on $225 Mil Senior Notes to B-
COLLEGE OF SAINT: Moody's Corrects Issuer Rating From 'Ba2'

COMPLETE PRODUCTION: Moody's Keeps Ba3 Corporate; Outlook Stable
CONSPIRACY ENT: Posts $170,000 Net Loss for March 31 Quarter
CONSTELLATION BRANDS: S&P Gives Stable Outlook, Keeps 'BB' Rating
CRYSTAL SPRINGS: Files List of 20 Largest Unsecured Creditors
CRYSTAL SPRINGS: Section 341(a) Meeting Scheduled for June 15

CRYSTAL SPRINGS PHASE I: Files List of 20 Top Unsecured Creditors
CRYSTAL SPRINGS PHASE I: Sec. 341(a) Meeting Set for June 15
DANA HOLDING: MTI's Muscari & Honeywell's Wallman Named Directors
DAUFUSKIE ISLAND: Mortgage Debt Not Recharacterized as Equity
DEFI GLOBAL: Posts $986,034 Net Loss in Q1 2010

DEL MONTE: Fitch Upgrades Issuer Default Rating to 'BB+'
DELTA MUTUAL: Posts $211,261 Net Loss in Q1 2010
DEX MEDIA WEST: Bank Debt Trades at 9% Off in Secondary Market
DUNHILL ENTITIES: Bankruptcy Administrator Forms Creditors Panel
DUNHILL ENTITIES: Bankruptcy Administrator Wants Case Dismissed

DUNHILL ENTITIES: Can Sell All Assets to Arc Terminals for $40.5MM
DUNHILL ENTITIES: Wants Access to Cash Collateral Until June 18
EAU TECHNOLOGIES: Incurs $2.2 Million Net Loss for 2009
FANNIE MAE: Lawmaker Wants High-Cost Ceiling to Stay
FONTAINEBLEAU LV: Ch. 7 Trustee Proposes Bond Premium Allocation

FONTAINEBLEAU LV: Ch. 7 Trustee Proposes to Retain Stichter Riedel
FONTAINEBLEAU LV: Ch. 7 Trustee Wants to Hire Former Employees
FOUNTAIN SQUARE: Files List of 20 Largest Unsecured Creditors
FOUNTAIN SQUARE: Section 341(a) Meeting Scheduled for June 16
FREESCALE SEMICON: Bank Debt Trades at 12% Off in Secondary Market

GENERAL GROWTH: Wins Order Over Brookfield Asset Deal
GRANITE COMMUNITY BANK: Tri Counties Bank Assumes All Deposits
GRAPHIC PACKAGING: Bank Debt Trades at 6% Off in Secondary Market
GREATER GERMANTOWN: Files List of 20 Largest Unsecured Creditors
GSI GROUP: Wins Court Confirmation of Reorganization Plan

GULF FLEET: Section 341(a) Meeting Scheduled for July 13
HAWKEYE RENEWABLE: Plan Exclusivity Extended Until June 19
HUNTSMAN ICI: Bank Debt Trades at 7% Off in Secondary Market
IMPLANT SCIENCES: Posts $2 Million Net Loss for March 31 Quarter
INDEPENDENT BANK: Extends Trust Preferred Stock Swap to June 22

INSIGHT MIDWEST: Moody's Affirms 'B1' Corporate Family Rating
INTERMETRO COMMS: Earns $1.1 Million in Q1 2010
INTERNATIONAL AEROSPACE: Posts $538,500 Net Loss in Q1 2010
INTERTAPE POLYMER: Plans to Make Normal Course Issuer Offer
INX INC: Gets Credit Agreement Waiver and Deficiency Notice

ISP CHEMCO: Bank Debt Trades at 6% Off in Secondary Market
JAMES RIVER: Moody's Upgrades Corporate Family Rating to 'Caa2'
JAMESTOWN LLC: Section 341(a) Meeting Scheduled for June 18
JAPAN AIRLINES: Bares FY2010 Route, Flight and Fleet Plans
JAPAN AIRLINES: Proposes to Revise Cargo Fuel Surcharge for June

JAPAN AIRLINES: To Kee Int'l Fuel Surcharge for July-Sept.
JERRY R. BUDD: Voluntary Chapter 11 Case Summary
JNL FUNDING: Section 341(a) Meeting Scheduled for June 18
JOE KUDOGLANYAN: Case Summary & 4 Largest Unsecured Creditors
JOHN HENRY: Moody's Affirms 'B2' Rating on $212 Mil. Notes

JPMCC 2002-CIBC4: Section 341(a) Meeting Scheduled for June 21
KIEBLER RECREATION: Voluntary Chapter 11 Case Summary
KIRAN INDUSTRIES: Case Summary & Largest Unsecured Creditor
LEHMAN BROTHERS: $794 Million Already Paid to Firms as of April 30
LEHMAN BROTHERS: Gets Nod to Restructure Archstone Facility

LEHMAN BROTHERS: Proposes to Transfer $262.5MM to Rosslyn
LEHMAN BROTHERS: Seeks Nod to Deliver Notes Acceleration Notices
LEHMAN BROTHERS: Seeks Approval of State Street Suit Settlement
LEHMAN BROTHERS: Seeks to Buy 2009 D&O Policy Tail Extension
LEVEL 3 COMMS: Bank Debt Trades at 10% Off in Secondary Market

LEXICON UNITED: Posts $31,482 Net Loss in Q1 2010
LIFECARE HOLDINGS: March 31 Balance Sheet Upside-Down by $11.6MM
LITHIUM TECHNOLOGY: Delays Filing Form 10-Q for First Quarter
LLENROC HOSPITALITY: Case Summary & 20 Largest Unsecured Creditors
LYDIA CLADEK: Amends List of 20 Largest Unsecured Creditors

MAGNA ENTERTAINMENT: Ken Dunn to Serve as Advisor to MID CEO
MARKETING WORLDWIDE: Earns $2.2 Million in Q2 Ended March 31
MBS MANAGEMENT: Trial Necessary to Resolve MXEnegy Dispute
MDI INC: Case Converted to Voluntary Chapter 11
MICHAELS STORES: Bank Debt Trades at 10% Off in Secondary Market

MILWAUKEE IRON: Posts $551,052 Net Loss in Q2 Ended March 31
MOVIE GALLERY: Blue Cross Wants Decision on Contract
MYD SAMOA: Case Summary & 7 Largest Unsecured Creditors
NEFF CORP: U.S. Trustee Wants Lender Fees Publicly Disclosed
NEFF CORP: Section 341(a) Meeting Scheduled for June 22

NEIMAN MARCUS: Fitch Affirms Issuer Default Rating at 'B'
NEWLOOK INDUSTRIES: Provides Bi-Weekly Default Status Report
NEWPAGE CORPORATION: Reports Historical Metric for 2009
NIELSEN COMPANY: Bank Debt Trades at 7% Off in Secondary Market
NORTEL NETWORKS: Could Raise $1.1 Billion From Selling Patents

NOVELIS INC: Bank Debt Trades at 6% Off in Secondary Market
OCEAN HAMMOCK: Voluntary Chapter 11 Case Summary
ODYSSEY PETROLEUM: Not Yet Able to Finalize Annual Statements
OM FINANCIAL: S&P Downgrades Counterparty Credit Rating to 'BB-'
ORLEANS HOMEBUILDERS: Delays Filing of Q1 Report on Form 10-Q

OSI RESTAURANT: Bank Debt Trades at 13% Off in Secondary Market
PEARVILLE LP: Section 341(a) Meeting Scheduled for June 15
PENNSYLVANIA ACADEMY: Files for Bankruptcy to Restructure Debt
PINNACLE FOODS: Bank Debt Trades at 6% Off in Secondary Market
POINT BLANK: Seeks to Retain Cole, Warren & Long

PRIVATE MEDIA: Recurring Losses Prompt Going Concern Doubt
PROTOSTAR LTD: Plan on Hold Pending Suit on Lien Validity
QUEST MINERALS: Posts $1.1 Million Net Loss in Q1 2010
QUESTEX MEDIA: Court Extends Plan Filing Exclusivity to July 6
RAHAXI INC: Posts $1.5 Million Net Loss in Q3 Ended March 31

REALOGY CORP: Bank Debt Trades at 16% Off in Secondary Market
REDDY ICE: Back in Compliance With NYSE Listing Standards
RIGGING & WELDING: Section 341(a) Meeting Scheduled for June 8
ROYAL INVEST: Posts $1.1 Million Net Loss in Q1 2010
R&G FINANCIAL: Section 341(a) Meeting Scheduled for June 23

SAGITTARIUS RESTAURANTS: S&P Raises Corporate Credit Rating to 'B'
SAINT VINCENTS: Lawyers Face Scrutiny ver $1.1MM Retainer
SAINT VINCENTS: Receives Final Nod for Putney as Labor Counsel
SAINT VINCENTS: Wins Nod for Garfunkel as Special Counsel
SAINT VINCENTS: Has Ok for Grubb as Real Estate Broker

SAINT VINCENTS: Wins Nod for KPMG as Auditors
SAINT VINCENTS: U.S. Trustee Opposes Cain Retention
SAINT VINCENTS: Proposes Shattuck as Brokers; U.S. Trustee Objects
SAINT VINCENTS: Wants Loeb as HC Advisor; U.S. Trustee Objects
SAINT VINCENTS: Proposes Agreement with Aptium and BIMC

SANJAY MAHARAJ: Case Summary & 8 Largest Unsecured Creditors
SEMGROUP LP: Chevron Fights for Setoff of SemGroup Debt
SIX FLAGS: H Partners Management Owns 24.3% of Common Stock
SOUTHWEST GAS: Moody's Upgrades Preferred Shelf Rating to 'Ba1'
SPANSION INC: Reaches $130M Patent Claim Estimate with Tessera

STERLING ESTATES: Section 341(a) Meeting Scheduled for June 17
STORY BUILDING: Section 341(a) Meeting Scheduled for June 23
SUN WEST BANK: Closed; City National Bank Assumes All Deposits
TANEY COUNTY: S&P Changes Outlook to Stable; Affirms 'BB' Rating

TERRACE POINTE: Has Until July 12 to Propose Reorganization Plan
TERRACE POINTE: Units File Schedules of Assets and Liabilities
TEXAS RANGERS: MLB to Extend $21.5 Million DIP Financing
TEXAS RANGERS: U.S. Trustee Says Not All Creditors Unimpaired
THOMAS DIVENERE: Voluntary Chapter 11 Case Summary

TIMOTHY HEILMAN: Section 341(a) Meeting Scheduled for June 23
TRANS CONTINENTAL: Court Grants Viacom Bid to Dismiss Suit
TRANSAX INTERNATIONAL: Posts $392,013 Net Loss for Q1 2010
TRIBUNE CO: Amended Plan Includes Management Incentive Plan
TRIBUNE CO: Newspaper Guild Balks at Mgt. Incentives in Plan

TRIBUNE CO: Proposes to Continue 2010 Management Incentive Plan
TRIBUNE CO: Bank Debt Trades at 40% Off in Secondary Market
TRUMP ENTERTAINMENT: Has DIP Financing Pending Plan Consummation
TRUMP ENTERTAINMENT: Taps Rothschild for NJCC Licensing Issues
UAL CORP: Seeks DOT Permission to Serve Haneda Airport

UAL CORP: CEO Glenn Tilton Joins DOT's Advisory Committee
UAL CORP: Reports April 2010 Traffic Results
UNITED AIR LINES: Bank Debt Trades at 12% Off in Secondary Market
VALASSIS COMMS: Bank Debt Trades at 3% Off in Secondary Market
VERINT SYSTEMS: S&P Raises Corporate Credit Rating to 'B+'

VILLA CONTENTO: Voluntary Chapter 11 Case Summary
VILLAGEEDOCS INC: Posts $450,813 Net Loss in Q1 2010
VISTA ROBLE: Case Summary & 7 Largest Unsecured Creditors
VISTEON CORP: PwC Bills $4 Million in Fees
WASHINGTON MUTUAL: Shareholders' Panel Wants to Probe JPMorgan

WASHINGTON MUTUAL: Blocks Shareholders Appeal From 3rd Circ.
WEST CORP: Bank Debt Trades at 4% Off in Secondary Market
WEST CORP: Bank Debt Trades at 7% Off in Secondary Market
WESTSIDE DEVELOPMENT: Section 341(a) Meeting Scheduled for June 21
WISE METALS: Posts $8.6 Million Net Loss for March 31 Quarter

XERIUM TECHNOLOGIES: S&P Raises Corporate Credit Rating to 'B'

* Goldman Sachs Seeking to Invest in Firm Buying Failed Banks

* BOND PRICING -- For The Week From May 24 to May 28, 2010


                            *********


ABITIBIBOWATER INC: Eastern Canada Workers Ratify New CBA
---------------------------------------------------------
Workers at AbitibiBowater pulp and paper mills in Eastern Canada
have voted 63.5% to approve a new collective agreement that
includes cost reductions for the company, but protects pensions
for retirees and workers.

"Our members have voted to protect retirees and pensions, and to
bring this company out of bankruptcy protection," said
Communications, Energy and Paperworkers Union of Canada National
President Dave Coles.  "However, I must emphasize that everything
we have negotiated and ratified is now conditional on government
approval in Quebec and Ontario."

The five-year agreement until 2014 maintains all current pensions
and accrued pension service, but also includes a new jointly
managed pension plan with 10% employer contributions for future
service.  The agreement also includes a 10% wage reduction with
wage increases resuming in 2012 and 2013.

"This agreement is not the product of free collective bargaining,"
added Mr. Coles.  "It is a painful adjustment with a company under
bankruptcy protection - part of an industry that has been all but
abandoned by the federal government during the financial crisis.

"Workers are making major sacrifices for this company to survive,
but we now expect the new owners and governments to invest in our
future and to rebuild this company."

The agreement covers about 3,000 CEP members in 18 local unions at
the following locations: Amos, Baie-Comeau, Gatineau, Kenogami and
Laurentide mills in Quebec, as well as two indefinitely closed
mills, Dolbeau and Beaupr,; Thorold, Fort Frances, Iroquois Falls
and Thunder Bay mills in Ontario; and the Liverpool mill in Nova
Scotia.

On May 14, 2010, CEP members from all pulp and paper mills in
Eastern Canada will meet in Montreal to determine the union's
strategy for pattern bargaining with the rest of the industry.

                     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: Shuts Down Gatineau Mill, Lays Off Workers
--------------------------------------------------------------
AbitiboBowater implemented an indefinite closure of its pulp and
paper mill in Gatineau, Canada, The Canadian Press reports.

"It's a combination of factors that makes us take such a
difficult decision, but market is probably the bigger factor
because it's a news mill and newsprint has been going down
forever now," Company spokesman Pierre Choquette told The
Canadian Press in an interview.

Mr. Choquette denied the suggestion that severance was a factor
in the company's decision, the report notes.

According to Mr. Choquette, AbitibiBowater is working to
reallocate wood chips to its remaining six Quebec mills.

The Gatineau mill had more than 2,000 workers at the height of
its operations.

The Communications, Energy and Paperworkers Union has noted that
about 500 workers are affected by the recent closure of the
Gatineau mill.

Dave Coles, President of the CEP Union, issued a statement on the
matter:

    "Workers in Gatineau have been abandoned by their federal
    government and betrayed by their employer.  It makes my
    blood boil to hear Prime Minister Harper and others say the
    recession has ended, while forestry families continue to get
    devastating news like this."

    "For months and months, we have been calling on the
    government to take the simple step of providing loan
    guarantees at commercial rates for companies forced into
    bankruptcy protection, such as AbitibiBowater.  It would
    cost the government nothing to do this -- yet it has
    steadfastly refused to help the forest industry weather the
    recession as it did for the automobile industry."

Mr. Coles also had strong words for the company saying "it has
hit a new low" by taking such a drastic step to escape its
severance pay obligations:

    "AbitibiBowater is cheating its workers out of their
    severance pay by closing the mill while it is under CCAA
    bankruptcy protection," he says.

    "The frustrating thing is it doesn't have to be this way, he
    says, because forestry has a future.  Just look at the mill
    in Thurso which is a model for renewal.

    "When all partners get together, there are solutions.
    Forestry has been one of the cornerstones of Canada's
    economy and it could continue to be so with a little
    foresight by industry leaders and governments.

    "The forestry crisis will escalate unless the government
    intervenes," concludes Mr. Coles.  "And until it does, it
    will not hear the end of us."

                     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: Files Form 10-K Amendments
----------------------------------------------
In an Amendment No. 1 to its Annual Report on Form 10-K for the
year ended December 31, 2009, AbitibiBowater Inc. noted that its
corporate governance principles outline the Board of Directors'
responsibilities and the interplay among the Board and its
committees in furthering the Company's overall objectives.  The
corporate governance principles note the Board's role in advising
management on significant issues facing the Company and in
reviewing and approving significant actions.  In addition, the
corporate governance principles highlight the principal roles of
certain committees of the board.

The Company also related that it has adopted a code of ethics,
which it refers to as the "code of business conduct" that applies
to all of the Company's employees, including our principal
executive officer, principal financial officer and principal
accounting officer.  The code of business conduct is posted at
http://www.abitibibowater.com/

AbitibiBowater disclosed amendments to its code of business
conduct and any waivers of its provisions with respect to the
chief executive officer, chief financial officer and chief
accounting officer.  The Company specifically outlined details
relating to, among other things, Board leadership structure,
communication with independent directors, and the various
committees and their purposes and responsibilities.

The Company also disclosed data with respect to director
compensation for 2009, summary compensation table for 2009 and
outstanding equity awards at Fiscal Year-End 2009.

A full-text copy of AbitibiBowater's Annual Report Amendments on
Form 10-K/A is available at the SEC at:

            http://ResearchArchives.com/t/s?6327

                     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: Court Approves $6MM Sale of Dam & Pipeline Assets
-----------------------------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court approved
AbitibiBowater's motion requesting authority for Bowater Maritimes
to sell its dam and pipeline assets in New Brunswick, Canada, to
the Regional Development Corp. for (Cdn) $6 million.  The property
includes the 10-milelong pipeline and 100-foot cement dam
structure located on the Charlo River.

Additionally, in a separate filing, the Court approved
AbitibiBowater's sale of its dormant sawmill operation in Marshall
County, Alabama to Progress Rail Services Corp. for a total of
$4.1 million.  The sale includes 107.5 acres of industrial
property, including buildings, infrastructure, sawmill equipment,
spare parts and mobile equipment.

                        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).


ADESA INC: Bank Debt Trades at 5% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which ADESA, Inc., is a
borrower traded in the secondary market at 94.67 cents-on-the-
dollar during the week ended Friday, May 28, 2010, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This shows a drop of 1.74 percentage points from
the previous week, The Journal relates.  The Company pays 225
basis points above LIBOR to borrow under the facility.  The bank
loan matures on Oct. 21, 2013, and carries Moody's Ba3 rating and
Standard & Poor's B+ rating.  The debt is one of the biggest
gainers and losers among 179 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

Headquartered in Carmel, Indiana, ADESA, Inc. (NYSE: KAR) --
http://www.adesainc.com/-- offers used- and salvage-vehicle
redistribution services to automakers, lessors, and dealers in the
US, Canada, and Mexico.  ADESA operates about 60 whole car auction
sites; it also offers such ancillary services as logistics,
inspections, evaluation, titling, and settlement administration.
The company collects fees from buyers and sellers on each auction
and from its extra services.  In 2007, ADESA was acquired by a
group of private equity funds, KAR Holdings, Inc.


AFFINION GROUP: Bank Debt Trades at 4% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Affinion Group,
Inc., is a borrower traded in the secondary market at 96.10 cents-
on-the-dollar during the week ended Friday, May 28, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This shows a drop of 1.96 percentage
points from the previous week, The Journal relates.  The Company
pays 250 basis points above LIBOR to borrow under the facility,
which matures on March 1, 2012.  The debt is not rated by Moody's
and Standard & Poor's.  The debt is one of the biggest gainers and
losers among 179 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.

As reported by the Troubled Company Reporter on March 30, 2010,
Standard & Poor's assigned its issue-level and recovery ratings to
Affinion Group, Inc.'s $1 billion senior secured credit
facilities, consisting of $875 million in term loan facilities due
2016 and a $125 million revolving credit facility due 2015.  S&P
assigned the loans an issue-level rating of 'BB-' (one notch
higher than the 'B+' corporate credit rating on the company) with
a recovery rating of '2', indicating S&P's expectation of
substantial (70% to 90%) recovery for lenders in the event of a
payment default.  At the same time, S&P affirmed its existing
ratings on Affinion, including the 'B+' corporate credit rating.
The rating outlook is stable.

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


AGE REFINING: JPMorgan & Creditors Committee Want Ch.11 Trustee
---------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that the Official
Committee of Unsecured Creditors for Age Refining Inc., and
JPMorgan Chase Bank, N.A., the primary secured lender, are both
asking for the Bankruptcy Court to order the appointment of a
Chapter 11 trustee who would supplant company management.  The
Committee and the lender say they have "lost faith in the ability
of the debtor's management."  They argue that Glen Gonzalez, the
company's controlling shareholder and chief executive, "does
little, if anything, to add value."  They say there are grounds
for having a trustee given the amount of the bank debt and
defaults on loans JPMorgan supplied to finance the Chapter 11
effort.

A fire at the refinery on May 5 shut down operations and cut off
revenue.  The fire precluded an auction where the refinery was to
have been sold.

Age Refining is required by its financing agreement either to sell
the business or confirm a plan where the lenders take ownership.

Age Refining filed a Chapter 11 plan in April.  The Plan
contemplates the consummation of a transaction to infuse or create
new capital into the Debtor or sell substantially all of the
Debtor's assets and operations to an interested party.  The source
of funding necessary for the treatment of claims and interests
will be Chase Capital Corporation, a secured creditor, or the
successful bidder under an alternate transaction, as applicable.
Under the current iteration of the Plan, unsecured creditors would
get 5% of the new stock.  A full-text copy of the Disclosure
Statement is available for free at:

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

                        About Age Refining

Age Refining, Inc., based in San Antonio, Texas, manufactures,
refines and markets jet fuels, diesel products, solvents and other
highly specialized fuels.  The Company's clients cover a variety
of sectors, including commercial, local municipalities and the
federal government.  Founded in 1991 by Al Gonzalez, AGE is a
family owned and operated business in the heart of the San Antonio
community.  Starting on a shoe-string budget and a bushel of
determination, AGE is proud to have posted over 22% growth per
year since 1991.

The Company filed for Chapter 11 bankruptcy protection on
February 8, 2010 (Bankr. W.D. Texas Case No. 10-50501).  The
Company listed $10,000,001 to $50,000,000 in assets and
$100,000,001 to $500,000,000 in liabilities.


ALION SCIENCE: Reports $61 Mil. EBITDA for FY Ended March 31
------------------------------------------------------------
Alion Science and Technology Corporation disclosed that its
consolidated EBITDA for the twelve month period ended March 31,
2010 was roughly $61.6 million.  Year-to-date adjustments to
Consolidated EBITDA were primarily the result of one-time costs
associated with Alion's issuance of $310 in Units each consisting
of $1,000 face value of 12% senior secured notes and a warrant to
purchase 1.9439 shares of the Company's common stock.

A full-text copy of the Company's regulatory filing is available
for free at http://ResearchArchives.com/t/s?6361

                        About Alion Science

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

As of December 30, 2009, the Company had total assets of
$639,046,000 against total current liabilities of $169,588,000,
senior term loan payable, excluding current portion of
$226,969,000, senior unsecured notes of $245,462,000, subordinated
note payable of $45,715,000, redeemable common stock of
$187,112,000, and accumulated deficit of $282,500,000.

                           *     *     *

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


ALMADEN ASSOCIATES: Mechanics Bank Cash Use Expires Today
---------------------------------------------------------
The Hon. Edward D. Jellen of the U.S. Bankruptcy Court for the
Northern District of California, in a final order, authorized
Almaden Associates, LLC, Mechanics Bank's cash collateral until
May 31, 2010.

As reported in the Troubled Company Reporter on April 9, 2010, the
Debtor sought permission to use the rental income of its operating
investment real property, which various secured creditors claim an
interest, until September 30, 2010, or the confirmation of a
Chapter 11 Plan, whichever occur first.

The Debtor would use the cash collateral to fund the operating
expenses of its properties.

The Court also directed the Debtor to continue depositing all Cash
Collateral, in kind, into separate
debtor-in-possession accounts which the Debtor established with
Fremont Bank, for the Bollinger Property and the Dublin Property
on a property-by-property basis

and will not co-mingle in the accounts, Cash Collateral generated
from the Bollinger Property with
cash collateral generated from the Dublin Property.


As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant secured creditors replacement
liens on the Debtor's postpetition property with the same nature
and to the same extent and priority as their respective existing
liens.

                  About Almaden Associates, LLC

Dublin, California-based Almaden Associates, LLC, filed for
Chapter 11 bankruptcy protection on Feb. 22, 2010 (Bankr. N.D.
Calif. Case No. 10-41903).  The Company estimated its assets and
debts at $10,000,001 to $50,000,000.


ALLEGHENY HEALTH: Court Revives Suit Tying PwC to Fraud
-------------------------------------------------------
Bankruptcy Law360 reports that under guidance from the
Pennsylvania Supreme Court, a federal appeals court has revived a
lawsuit implicating PricewaterhouseCoopers LLP in the fraud and
eventual $1.3 billion collapse of Allegheny Health Education and
Research Foundation.

The U.S. Court of Appeals for the Third Circuit ruled Friday that
the case was improperly dismissed under the doctrine of in pari
delicto and sent the dispute back, according to Law360.

William J. Scharffenberger is the Chapter 11 trustee of the
bankruptcy estates of Allegheny Health, Education and Research
Foundation, Allegheny University of the Health Sciences, Allegheny
University Medical Practices, Allegheny Hospitals, Centennial, and
Allegheny University Hospitals-East.  The Chapter 11 case was
filed before the U.S. Bankruptcy Court for the Western District of
Pennsylvania.


AMC ENTERTAINMENT: Bank Debt Trades at 5% Off in Secondary Market
-----------------------------------------------------------------
Participations in a syndicated loan under which AMC Entertainment,
Inc., is a borrower traded in the secondary market at 94.96 cents-
on-the-dollar during the week ended Friday, May 28, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This shows a drop of 1.60 percentage
points from the previous week, The Journal relates.  The Company
pays 175 basis points above LIBOR to borrow under the facility.
The bank loan matures on Jan. 23, 2013, and carries Moody's Ba2
rating and Standard & Poor's BB- rating.  The debt is one of the
biggest gainers and losers among 179 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

Headquartered in Kansas City, Missouri, AMC Entertainment, Inc. --
http://www.amctheatres.com/-- is organized as an intermediate
holding company.  Its principal directly owned subsidiaries are
American Multi-Cinema, Inc., and AMC Entertainment International,
Inc.  The Company conducts its theatrical exhibition business
through AMC and its subsidiaries and AMCEI.


AMERICAN HOMEPATIENT: Shareholders Meeting Set for June 30
----------------------------------------------------------
American HomePatient, Inc., will hold its annual meeting of
stockholders on June 30, 2010.  The meeting will be held at the
offices of Harwell Howard Hyne Gabbert & Manner, P.C., 315
Deaderick Street, Suite 1800, Nashville, Tennessee 37238,
beginning at 9:00 a.m. (Central Time).  Formal notice of this
meeting and an accompanying proxy statement are being mailed on or
about May 25, 2010, to stockholders of record as of May 14, 2010.

American HomePatient, Inc. (OTC BB: AHOM) is one of the nation's
largest home health care providers with operations in 33 states.
Its product and service offerings include respiratory services,
infusion therapy, parenteral and enteral nutrition, and medical
equipment for patients in their home.

                          *     *     *

As reported in the Troubled Company Reporter on March 8, 2010,
KPMG LLP, in Nashville, Tennessee, 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 at
December 31, 2009, the Company had a net capital deficiency and
had a net working capital deficiency resulting from $226.4 million
of debt that matured on August 1, 2009.


AMERICAN INT'L: Likely to Repay $83.2 Billion Loan to Fed Reserve
-----------------------------------------------------------------
American International Group is likely to repay the $83.2 billion
it owes the Federal Reserve, but whether an additional $49.1
billion in taxpayer investments in the company will ever be
recovered remains uncertain, according to officials for the
Congressional Oversight Panel for the Troubled Asset Relief
Program, American Bankruptcy Institute reported.

                          About AIG Inc.


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

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

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



AMERICREDIT CORP: Fitch Upgrades Issuer Default Rating to 'B+'
--------------------------------------------------------------
Fitch Ratings has upgraded the long-term Issuer Default Rating of
AmeriCredit Corp. to 'B+' from 'B-' and the senior debt rating to
'BB-/RR3' from 'B/RR3'.  The Rating Outlook is Stable.
Approximately $532.6 million of debt, at par, is affected by this
action.

The upgrade reflects ACF's improved credit trends, profitability
prospects, capitalization, and access to market liquidity.
Tighter underwriting standards since March 2008 have combined with
strong used car recovery values and a stabilizing economic
environment to yield an improvement in year-over-year net loss
rates, despite continued portfolio contraction.  Poorer performing
2006 and 2007 vintages are nearing peak loss rates and stronger
2008 and 2009 vintages are contributing to better overall
portfolio performance.  Net charge-offs in the March 31, 2010
quarter were 7.6% compared to 7.8% a year ago.  Fitch expects this
trend will continue over the balance of calendar 2010.

Earnings through the first nine months of fiscal 2010 amounted to
$135 million compared to a net loss of $42.7 million in the
comparable 2009 period.  While net finance charge income has
declined due to 28.1% contraction in the average receivable
portfolio, net margins have grown 110 basis points year-over-year
with higher average annual percentage rates and a lower cost of
funds, given interest rate levels.  Fitch expects ACF to remain
solidly profitable.

ACF's leverage ratio, as measured by debt-to-equity, has declined
from 7.5 times at fiscal year-end 2008 to 3.3x at March 31, 2010.
Receivable contraction, debt repurchases, a debt exchange,
positive earnings, and higher enhancement levels on secured
borrowings have all contributed to this reduction.  Fitch believes
leverage will continue to decline until the portfolio troughs
later in 2010, before gradually rising to the low-to-mid 5.0x
range over time.  ACF's leverage is not expected to return to
historical levels over the medium-term.

The company's access to liquidity has improved significantly in
recent quarters with the upsizing and extension of its primary
warehouse facility in February 2010 and with the completion of
three ABS transactions, aggregating $1.4 billion, since January
2010.  ACF's most recent senior subordinate transaction, completed
in May, was its first transaction after the expiration of the TALF
program.  The company sold $600 million of debt, with a weighted
average cost of funds of 3.8%, down through the 'BB' notes.  ACF
was also able to complete a $200 million bond insured transaction
in March, which was not TALF-eligible, its first wrapped deal
since May 2008.  While credit spreads remain higher than
historical levels, spreads have tightened significantly in recent
quarters.  Fitch views the company's access to ABS market
liquidity favorably.

The Stable Outlook reflects Fitch's expectation for favorable
credit comparisons on a year-over-year basis, consistent earnings
generation, adequate liquidity relative to planned origination
targets, the retention of sufficient capitalization for the rating
category, and economically attractive access to the ABS markets.
Negative rating action could result from material reductions in
earnings, deteriorating credit trends and/or a decline in
available market liquidity.  Conversely, an ability to post
consistent core operating earnings with greater access to
liquidity could provide positive rating momentum.

The notching of the senior debt rating above the IDR reflects
superior recovery prospects for unsecured debt holders.

Fitch has taken these rating actions:

AmeriCredit Corp.

  -- Long-term Issuer Default Rating upgraded to 'B+' from 'B-';
  -- Senior debt upgraded to 'BB-/RR3' from 'B/RR3'.


ANTIOCH, CALIFORNIA: Considering Bankruptcy
-------------------------------------------
Two years after Vallejo, Calif., filed for bankruptcy protection,
officials in nearby Antioch are also considering bankruptcy,
according to American Bankruptcy Institute.


ARAMARK CORP: Bank Debt Trades at 3% Off in Secondary Market
------------------------------------------------------------
Participations in a syndicated loan under which ARAMARK Corp. is a
borrower traded in the secondary market at 97.09 cents-on-the-
dollar during the week ended Friday, May 28, 2010, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This shows a drop of 1.66 percentage points from
the previous week, The Journal relates.  The Company pays 325
basis points above LIBOR to borrow under the facility, which
matures on July 1, 2016.  The debt carries Standard & Poor's BB
rating while it is not rated by Moody's.  The debt is one of the
biggest gainers and losers among 179 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

ARAMARK Corp. -- http://www.aramark.com/-- is the world's #3
contract foodservice provider (behind Compass Group and Sodexo)
and the #2 uniform supplier (behind Cintas) in the US.  It offers
corporate dining services and operates concessions at many sports
arenas and other entertainment venues, while its ARAMARK
Refreshment Services unit is a leading provider of vending and
beverage services.  The Company also provides facilities
management services.  Through ARAMARK Uniform and Career Apparel,
the company supplies uniforms for healthcare, public safety, and
technology workers.  Founded in 1959, ARAMARK is owned by an
investment group led by chairman and CEO Joseph Neubauer.

In March 2010, Standard & Poor's Ratings Services affirmed its
ratings on ARAMARK Corp., including its 'B+' corporate credit
rating.  The outlook is stable.


ARAMARK CORP: Bank Debt Trades at 5% Off in Secondary Market
------------------------------------------------------------
Participations in a syndicated loan under which ARAMARK Corp. is a
borrower traded in the secondary market at 95.31 cents-on-the-
dollar during the week ended Friday, May 28, 2010, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This shows a drop of 1.85 percentage points from
the previous week, The Journal relates.  The Company pays 188
basis points above LIBOR to borrow under the facility, which
matures on Jan. 26, 2014.  The bank debt is not rated by Moody's
and Standard & Poor's.  The debt is one of the biggest gainers and
losers among 179 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.

ARAMARK Corp. -- http://www.aramark.com/-- is the world's #3
contract foodservice provider (behind Compass Group and Sodexo)
and the #2 uniform supplier (behind Cintas) in the US.  It offers
corporate dining services and operates concessions at many sports
arenas and other entertainment venues, while its ARAMARK
Refreshment Services unit is a leading provider of vending and
beverage services.  The Company also provides facilities
management services.  Through ARAMARK Uniform and Career Apparel,
the company supplies uniforms for healthcare, public safety, and
technology workers.  Founded in 1959, ARAMARK is owned by an
investment group led by chairman and CEO Joseph Neubauer.

In March 2010, Standard & Poor's Ratings Services affirmed its
ratings on ARAMARK Corp., including its 'B+' corporate credit
rating.  The outlook is stable.


ASSOCIATED ESTATES: Moody's Raises Senior Debt Rating to 'Ba3'
--------------------------------------------------------------
Moody's Investors Service has raised Associated Estates Realty
Corporation's senior unsecured debt shelf rating to (P) Ba3 and
revised the rating outlook to positive, from stable.

The rating actions reflect the REIT's resilient operating
performance, and progress in executing its portfolio repositioning
efforts.  The rating also reflects Associated Estates' credit
metric improvements with reduced overall book leverage and
improved fixed charge coverage as a result of recent common equity
issuances.  The positive outlook reflects Moody's expectation that
Associated Estates will sustain its good relative operating
performance and make further progress with respect to its
portfolio repositioning and leverage reduction efforts.

Associated Estates maintains adequate liquidity and a well-
laddered debt maturity schedule.  Near-term debt maturities are
manageable, with $21 million and $75 million coming due in 2010
and 2011, respectively.  2011 maturities include the $150 million
unsecured line of credit, which had $20 million outstanding as of
March 31, 2010.  The REIT also has a $100 million fully available
secured credit facility from Freddie Mac, which Moody's expect it
to use to refinance or partially fund new investment activities.
Moody's notes that most of Associated Estates' portfolio is
encumbered with mortgages, although the size of the unencumbered
pool has increased in recent years.

The REIT's book leverage and fixed charge coverage have improved
due to recent raises in equity capital.  In January 2010,
Associated Estates raised $55 million of common equity, using
proceeds to repay secured debt.  As a result, book leverage was
54% at 1Q10, down from 62% at YE08.  The REIT issued an additional
$114 million of common equity in May 2010, with proceeds being
used to redeem $74 million of preferred and trust preferred
securities and fund acquisitions.  Thus, leverage is expected to
fall to the mid-40% range pro forma, a credit positive.  Fixed
charge coverage was 1.4x for 1Q10, but will improve significantly
pro forma for the May equity offering.

These credit strengths are counterbalanced by Associated Estates'
small size, still high geographic concentrations in Midwest
markets, and reliance on secured financing for its funding needs.
In addition, leverage is still high as measured on a Net
Debt/EBITDA basis and EBITDA margins remain weak relative to its
multifamily peers.

Moody's indicated that a rating upgrade would depend on sound
operating performance, coupled with a reduction in Net Debt/EBITDA
closer to 7x and maintenance of fixed charge coverage above 2x.
An ability to increase the size of the unencumbered asset pool and
reduce geographic concentration further would also provide upward
momentum.

A return to a stable outlook would reflect an inability to reduce
Net Debt/EBITDA and improve fixed charge coverage.  Furthermore, a
material deterioration in operating performance would also cause
Moody's to revise the rating outlook to stable.

Moody's last rating action with respect to Associated Estates was
on February 19, 2009, when Moody's revised Associated Estates'
rating outlook to stable, from positive.

These ratings were upgraded with a positive outlook:

* Associated Estates Realty Corporation -- senior unsecured debt
  shelf to (P)Ba3 from (P)B1; preferred stock shelf to (P)B2 from
  (P)B3.

Associated Estates Realty Corporation is a real estate investment
trust headquartered in Richmond Heights, Ohio.  The REIT owns or
manages 50 multifamily properties located in eight states.


ASSOCIATED MATERIALS: Narrows Net Loss to $3.2-Mil. in Q1 2010
--------------------------------------------------------------
Associated Materials LLC filed its quarterly report on Form 10-Q,
reporting a net loss of $3.2 million on $204.2 million of net
sales for quarter ended April 3, 2010, compared with a net loss of
$14.4 million on $172.3 million of net sales for quarter ended
April 4, 2009.

The Company's balance sheet at April 3, 2010, showed $789.5
million in total assets and $510.4 million in total liabilities
for a members' equity of $279.1 million.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?635f

                   About Associated Materials

Based in Cuyahoga Falls, Ohio, Associated Materials LLC fka
Associated Materials Inc. -- http://www.associatedmaterials.com/
-- is a manufacturer of exterior residential building products,
which are distributed through company-owned distribution centers
and independent distributors across North America.  AMI produces a
broad range of vinyl windows, vinyl siding, aluminum trim coil,
aluminum and steel siding and accessories, as well as vinyl
fencing and railing.  AMI is a privately held, wholly owned
subsidiary of Associated Materials Holdings Inc., which is a
wholly-owned subsidiary of AMH, which is a wholly owned subsidiary
of AMH II, which is controlled by affiliates of Investcorp S.A.
and Harvest Partners Inc.

                          *     *     *

The Troubled Company Reporter reported on April 21, 2010, that
Standard & Poor's Ratings Services placed its 'CCC+' corporate
credit and issue-level ratings on Associated Materials LLC and its
parent company, AMH Holdings LLC, on CreditWatch with positive
implications.


AXIS ONSHORE: Files for Chapter 11 Protection in Dallas
-------------------------------------------------------
Vershal Hogan at The Natchez Democrat reports that Axis Onshore
filed for bankruptcy under Chapter 11 in the U.S. Bankruptcy Court
in Dallas, Texas.  According to the report, the local debts from
the list of Axis' top 40 creditors include:

   * $438,610 to White's T&J Oilfield Supply, Inc. of Jonesville.
   * $314,648 to E-operating of Vidalia
   * $283,509 to Telluride Exploration, LLC of Vidalia.
   * $166,414 to Vital Oil Well Services of Vidalia.
   * $165,608 to Miss-Lou Oil Well Supply, LLC of Vidalia.
   * $117,605 to Golden West Holdings of Vidalia.
   * $36,900 to Buena Vista Corporation of Natchez.
   * $32,272 to W.T. Drilling Company Inc. of Natchez.
   * $31,750 to Vital Oil Well Services of Vidalia.
   * $30,894 to Vital Oil Well Services of Vidalia.
   * $25,757 to Chess Well Service of Jonesville.
   * $21,300 to Rudy Kruger Warehouse of Natchez.
   * $18,837 to Alton Daniels Consulting of Natchez.
   * $15,596 to Gwin, Lewis and Punches of Natchez.

Axis Onshore operates an oil company.


AVAYA INC: Bank Debt Trades at 14% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which Avaya, Inc., is a
borrower traded in the secondary market at 85.96 cents-on-the-
dollar during the week ended Friday, May 28, 2010, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This shows a drop of 1.72 percentage points from
the previous week, The Journal relates.  The Company pays 275
basis points above LIBOR to borrow under the facility, which
matures on Oct. 26, 2014.  The bank debt is not rated by Moody's
and Standard & Poor's.  The debt is one of the biggest gainers and
losers among 179 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.

Avaya, Inc., based in Basking Ridge, New Jersey, is a supplier of
communications systems and software for enterprise customers.

The Troubled Company Reporter stated on Dec. 23, 2009, that
Moody's downgraded Avaya's corporate family rating to B3 from B2.
The downgrade was driven by challenges presented by the
acquisition of Nortel's enterprise assets as well as the large
amount of additional debt incurred to finance the acquisition
(around $1 billion).


BANK OF FLORIDA - SOUTHEAST: Closed; EverBank Assumes All Deposits
------------------------------------------------------------------
Bank of Florida - Southeast of Fort Lauderdale, Fla., was closed
on Friday, May 28, 2010, by the Florida Office of Financial
Regulation, which appointed the FDIC as receiver.  To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with EverBank of Jacksonville, Fla., to assume all of
the deposits of Bank of Florida - Southeast.

Due to the Memorial Day holiday, the six branches of Bank of
Florida - Southeast will reopen as branches of EverBank under
their normal business hours on Tuesday, June 1.  Depositors will
automatically become depositors of EverBank.  Deposits will
continue to be insured by the FDIC, so there is no need for
customers to change their banking relationship to retain their
deposit insurance coverage.  Customers of Bank of Florida -
Southeast should continue to use their former branches until they
receive notice from EverBank that it has completed systems changes
to allow other EverBank branches to process their accounts as
well. Over the weekend, depositors can access their money by
writing checks or using ATM or debit cards. Checks drawn on the
bank will continue to be processed.  Loan customers should
continue to make their payments as usual.

As of March 31, 2010, Bank of Florida - Southeast had total assets
of $595.3 million and total deposits of $531.7 million.  Besides
assuming all the deposits, EverBank will purchase essentially all
of the assets of Bank of Florida - Southeast.

The FDIC and EverBank entered into a loss-share transaction on
$437.3 million of Bank of Florida - Southeast 's assets.  EverBank
will share in the losses on the asset pools covered under the
loss-share agreement.  The loss-share transaction is projected to
maximize returns on the assets covered by keeping them in the
private sector.  The transaction also is expected to minimize
disruptions for loan customers.  For more information on loss
share, please visit:

http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers who have questions about the transactions can call the
FDIC toll free at 1-800-894-2927.  Interested parties also can
visit the FDIC's Web site at

http://www.fdic.gov/bank/individual/failed/bankoffloridase.html

The FDIC estimates that the cost to the Deposit Insurance Fund for
Bank of Florida - Southeast will be $71.4 million.  EverBank's
acquisition of all the deposits was the "least costly" option for
the DIF compared to all alternatives.  The closing bring the total
number of failed banks in the nation so far this year to 74 and
the total in Florida to 11.  The last bank closed in the state was
Bank of Bonifay, Bonifay, on May 7, 2010.


BANK OF FLORIDA - SOUTHWEST: Closed; EverBank Assumes Deposits
--------------------------------------------------------------
Bank of Florida - Southwest of Naples, Fla., was closed on Friday,
May 28, 2010, by the Florida Office of Financial Regulation, which
appointed the FDIC as receiver.  To protect the depositors, the
FDIC entered into a purchase and assumption agreement with
EverBank of Jacksonville, Fla., to assume all of the deposits of
Bank of Florida - Southwest.

Due to the Memorial Day holiday, the five branches of Bank of
Florida - Southwest will reopen as branches of EverBank under
their normal business hours on Tuesday, June 1.  Depositors will
automatically become depositors of EverBank.  Deposits will
continue to be insured by the FDIC, so there is no need for
customers to change their banking relationship to retain their
deposit insurance coverage.  Customers of Bank of Florida -
Southwest should continue to use their former branches until they
receive notice from EverBank that it has completed systems changes
to allow other EverBank branches to process their accounts as
well.  Over the weekend, depositors can access their money by
writing checks or using ATM or debit cards.  Checks drawn on the
bank will continue to be processed. Loan customers should continue
to make their payments as usual.

As of March 31, 2010, Bank of Florida - Southwest had total assets
of $640.9 million and total deposits of $559.9 million.  Besides
assuming all the deposits, EverBank will purchase essentially all
of the assets of Bank of Florida - Southwest.

The FDIC and EverBank entered into a loss-share transaction on
$568.1 million of Bank of Florida - Southwest's assets.  EverBank
will share in the losses on the asset pools covered under the
loss-share agreement.  The loss-share transaction is projected to
maximize returns on the assets covered by keeping them in the
private sector.  The transaction also is expected to minimize
disruptions for loan customers.  For more information on loss
share, please visit:

http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers who have questions about the transactions can call the
FDIC toll free at 1-800-894-2810.  Interested parties also can
visit the FDIC's Web site at

http://www.fdic.gov/bank/individual/failed/bankoffloridasw.html

The FDIC estimates that the cost to the Deposit Insurance Fund for
Bank of Florida - Southwest will be $91.3 million.  EverBank's
acquisition of all the deposits was the "least costly" option for
the DIF compared to all alternatives.  The closing bring the total
number of failed banks in the nation so far this year to 75 and
the total in Florida to 12.  The last bank closed in the state was
Bank of Florida - Southeast, Fort Lauderdale, earlier on May 28,
2010.


BANK OF FLORIDA - TAMPA BAY: Closed; EverBank Assumes Deposits
--------------------------------------------------------------
Bank of Florida - Tampa Bay of Tampa, Fla., was closed on Friday,
May 28, 2010, by the Florida Office of Financial Regulation, which
appointed the FDIC as receiver.  To protect the depositors, the
FDIC entered into a purchase and assumption agreement with
EverBank of Jacksonville, Fla., to assume all of the deposits of
Bank of Florida - Tampa Bay.

Due to the Memorial Day holiday, the two branches of Bank of
Florida - Tampa Bay will reopen as branches of EverBank under
their normal business hours on Tuesday, June 1.  Depositors will
automatically become depositors of EverBank.  Deposits will
continue to be insured by the FDIC, so there is no need for
customers to change their banking relationship to retain their
deposit insurance coverage.  Customers of Bank of Florida - Tampa
Bay should continue to use their former branches until they
receive notice from EverBank that it has completed systems changes
to allow other EverBank branches to process their accounts as
well.  Over the weekend, depositors can access their money by
writing checks or using ATM or debit cards.  Checks drawn on the
bank will continue to be processed. Loan customers should continue
to make their payments as usual.

As of March 31, 2010, Bank of Florida - Tampa Bay had total assets
of $245.2 million and total deposits of $224.0 million.  Besides
assuming all the deposits, EverBank will purchase essentially all
of the assets of Bank of Florida - Tampa Bay.

The FDIC and EverBank entered into a loss-share transaction on
$210.8 million of Bank of Florida - Tampa Bay's assets.  EverBank
will share in the losses on the asset pools covered under the
loss-share agreement.  The loss-share transaction is projected to
maximize returns on the assets covered by keeping them in the
private sector.  The transaction also is expected to minimize
disruptions for loan customers.  For more information on loss
share, please visit:

http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers who have questions about the transactions can call the
FDIC toll free at 1-800-894-3199.  Interested parties also can
visit the FDIC's Web site at

http://www.fdic.gov/bank/individual/failed/bankoffloridatb.html

The FDIC estimates that the cost to the Deposit Insurance Fund for
Bank of Florida - Tampa Bay will be $40.3 million.  EverBank's
acquisition of all the deposits was the "least costly" option for
the DIF compared to all alternatives.  The closing bring the total
number of failed banks in the nation so far this year to 76 and
the total in Florida to 13.  The last bank closed in the state was
Bank of Florida - Southwest, Naples, earlier on May 28, 2010.


BELA KERESZTES-FISCHER: Case Summary & 21 Largest Unsec Creditors
-----------------------------------------------------------------
Joint Debtors: Bela Keresztes-Fischer, Jr.
               Livia Isabella Keresztes-Fischer
               284 Sundown Road
               Thousand Oaks, CA 91361

Bankruptcy Case No.: 10-16332

Chapter 11 Petition Date: May 26, 2010

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

Judge: Geraldine Mund

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

Scheduled Assets: $1,072,581

Scheduled Debts: $3,012,967

A list of the Company's 21 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb10-16332.pdf

The petition was signed by Bela Keresztes-Fischer, Jr. and Livia
Isabella Keresztes-Fischer.


BIOVEST INT'L: Reaches Deal With DoD to Supply AutovaxID
--------------------------------------------------------
Biovest International Inc. disclosed that it is under contract
with the U.S. Department of Defense to supply AutovaxID
bioreactors for the development and application of this platform
technology for cell-culture-based vaccine production.  This
initial contract, valued at approximately $1.5 million, is part of
a DoD initiative tasked with developing new bio-manufacturing
solutions for the cost effective and rapid production of
preventative and therapeutic vaccines for the treatment of
infectious diseases and cancers.

According to Biovest's Chief Scientific Officer, Dr. Mark
Hirschel, "We are working very closely with the Department of
Defense and its leading research facility in San Diego to adapt
our automated bioreactor systems into a novel, rapid viral vaccine
production methodology.  Together, we are jointly conducting virus
propagation studies designed to confirm the strong potential for
AutovaxID as an efficient platform for the cell-culture based
production of viral vaccines, including those targeting multiple
strains of influenza."

Biovest's President, Mr. Samuel S. Duffey, stated, "We are proud
to be working with the DoD to expand the capabilities of the
AutovaxID which we initially developed as a commercially viable,
GMP-compliant bioreactor for the manufacture of personalized
cancer vaccines. Based on the preliminary work performed under the
DoD contract, we are encouraged that the AutovaxID may emerge to
play a vital role in producing many other kinds of vaccines."

"With the filing of the Biovest Plan of Reorganization last week,
I believe that other discussions with partnering candidates may
now accelerate to result in potentially significant new
opportunities for the AutovaxID", added Mr. Duffey.

This DoD Project is the first to evaluate the AutovaxID's
capabilities in producing anti-viral therapeutics targeting highly
infectious agents; however, the system's multiple advantages and
benefits have been validated in the production of Biovest's
autologous anti-lymphoma vaccine providing a robust and dependable
commercial process for the manufacture of a personalized cancer
vaccine.

                  About Biovest International

Based in Tampa, Florida, Biovest International Inc. (Other OTC:
BVTI) -- http://www.biovest.com/-- is a pioneer in the
development of advanced individualized immunotherapies for life-
threatening cancers of the blood system.  Biovest is a majority-
owned subsidiary of Accentia Biopharmaceuticals Inc., with its
remaining shares publicly traded.

Biovest filed for Chapter 11 bankruptcy protection on November 10,
2008 (Bankr. M.D. Fla. Case No. 08-17796).


BROADCAST INTERNATIONAL: Posts $2.9 Million Net Loss in Q1 2010
---------------------------------------------------------------
Broadcast International, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $2,900,731 on $1,787,067 of revenue
for the three months ended March 31, 2010, compared with a net
loss of $648,048 on $376,089 of revenue for the same period of
2009.

The Company's balance sheet as of March 31, 2010, showed
$7,685,529 in assets and $22,918,975 of liabilities, for a
stockholders' deficit of $15,223,446.

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

               http://researcharchives.com/t/s?6356

Based in Salt Lake City, Broadcast International, Inc. installs,
manages and supports private communication networks for large
organizations that have widely-dispersed locations or operations.
The Company owns CodecSys, a video compression technology to
convert video content into a digital data stream for transmission
over satellite, cable, Internet, or wireless networks, as well as
offers audio and video production services.  The Company's
enterprise clients use its networks to deliver training programs,
product announcements, entertainment, and other communications to
their employees and customers.

HJ & Associates LLC, in Salt Lake City, expressed substantial
doubt about the Company's ability to continue as a going concern
after auditing the Company's financial statements for the year
ended December 31, 2009.  The independent auditors noted that the
Company has incurred recurring losses from operations and has a
deficit in stockholders' equity and working capital.


BURLINGTON COAT: Bank Debt Trades at 8% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Burlington Coat
Factory Warehouse Corp. is a borrower traded in the secondary
market at 91.75 cents-on-the-dollar during the week ended Friday,
May 28, 2010, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This shows a drop of 1.79
percentage points from the previous week, The Journal relates.
The Company pays 225 basis points above LIBOR to borrow under the
facility.  The bank loan matures on May 28, 2013, and carries
Moody's B3 rating and Standard & Poor's B- rating.  The debt is
one of the biggest gainers and losers among 179 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

The Troubled Company Reporter said on Jan. 29, 2010, Moody's
affirmed Burlington Coat Factory Warehouse Corp.'s ratings
including its B3 Corporate Family Rating and its SGL-3 Speculative
Grade Liquidity rating.  The rating outlook is stable.  The
affirmation of Burlington Coat's rating and outlook is in response
to the company's announcement that it completed an amendment to
its asset based revolving credit facility that extends the
expiration date of $600 million of the total facility to February
2014 from May 2011.

Burlington Coat Factory Warehouse Corp. operates stores in 44
states and Puerto Rico, which sell apparel, shoes and accessories
for men, women and children.  A majority of the stores offer a
home furnishing and linens department and a juvenile furniture
department.  As of Sept. 4, 2009, the Company operates 433 stores
under the names "Burlington Coat Factory Warehouse" (415 stores),
"MJM Designer Shoes" (15 stores), "Cohoes Fashions" (two stores),
and "Super Baby Depot" (one store) in 44 states and Puerto Rico.


CABI DOWNTOWN: Transfers Title of Everglades Project to BofA
------------------------------------------------------------
Cabi Downtown, LLC has reached an agreement in principle to settle
its dispute with Bank of America and syndicate lenders involved in
its Chapter 11 bankruptcy case.  As part of the agreement, Cabi
will remain the on-site manager for the Everglades on the Bay
project located in downtown Miami, but will transfer title to the
project to the banks.

On August 18, 2009, Cabi Downtown, LLC filed for bankruptcy relief
pursuant to Chapter 11 of the Bankruptcy Code.  Since that time,
negotiations have been underway with lenders and various creditors
in order to reach the best possible plan of reorganization or
settlement for all parties involved.  The settlement is being
incorporated into a plan that is subject to Bankruptcy Court
approval.

"Since our August 2009 filing, we have been working diligently to
ensure the best outcome possible for our creditors and residents,"
said Elias Cababie, Manager, Cabi Downtown, LLC.  "In reviewing
our various options, we chose the route we believe provides the
most favorable end result for our residents and suppliers.  We
have a long history in Florida's real estate market and appreciate
the support we continue to receive from our residents and the
community."

Cabi Developers, LLC, the sister company of Cabi Downtown, LLC,
has been building and maintaining successful relationships within
the Florida real estate landscape for more than a decade.
Following the settlement, all related Cabi entities will continue
to operate seamlessly in South Florida.

                      About Cabi Downtown

Cabi Downtown, LLC has been represented in its Chapter 11 case by
Mindy Mora of Bilzin Sumberg Baena Price & Axelrod LLP and by Marc
Kasowitz and Andrew Glenn of Kasowitz Benson Torres & Friedman
LLP.


CALVARY BAPTIST: Amends List of 20 Largest Unsecured Creditors
--------------------------------------------------------------
Calvary Baptist Temple filed with the U.S. Bankruptcy Court for
the Southern District of Georgia amended list of its largest
unsecured creditors.

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

         http://bankrupt.com/misc/gasb10-40754amended.pdf

Headquartered in Savannah, Georgia, Calvary Baptist Temple filed
for Chapter 11 bankruptcy protection on April 6, 2010 (Bankr. S.D.
Ga. Case No. 10-40754).  The Company estimated its assets and
debts at $10,000,001 to $50,000,000.


CALVARY BAPTIST: Taps McCallar Law as Bankruptcy Counsel
--------------------------------------------------------
Calvary Baptist Temple asks the U.S. Bankruptcy Court for the
Southern District of Georgia for permission to employ McCallar Law
Firm as counsel.

The firm will render general representation of the Debtor and
perform all legal services for the Debtor which may be necessary
in connection with the case.

The hourly rates of the firm's personnel are:

     C. James McCallar, Jr., Esq.           $350
     Tiffany E. Caron                       $250

Mr. McCallar assures the Court that the firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Mr. McCallar can be reached at:

     McCallar Law Firm
     P.O. Box 9026
     Savannah, GA 31412
     Tel: (912) 234-1215
     Fax: (912) 236-7549
     E-mail: mccallarlawfirm@aol.com

Headquartered in Savannah, Georgia, Calvary Baptist Temple filed
for Chapter 11 bankruptcy protection on April 6, 2010 (Bankr. S.D.
Ga. Case No. 10-40754).  The Company estimated its assets and
debts at $10,000,001 to $50,000,000.


CELANESE US: Bank Debt Trades at 4.89% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Celanese US
Holdings LLC is a borrower traded in the secondary market at 95.11
cents-on-the-dollar during the week ended Friday, May 28, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This shows a drop of 1.71 percentage
points from the previous week, The Journal relates.  The Company
pays 175 basis points above LIBOR to borrow under the facility.
The bank loan matures on April 2, 2014, and carries Moody's Ba2
rating and Standard & Poor's BB+ rating.  The debt is one of the
biggest gainers and losers among 179 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

On Dec. 29, 2009, the Troubled Company Reporter stated that
Moody's affirmed the long-term debt ratings (Corporate Family
Rating of Ba2) of Crystal US Holdings 3 LLC and Celanese US
Holdings LLC, subsidiaries of Celanese Corporation.  The outlook
for both entities was changed to stable from positive due to the
expected slow recovery in credit metrics and the additional time
required to attain the metrics that would support a higher rating.

Celanese Corporation -- http://www.celanese.com/-- is an
integrated producer of chemicals and advanced materials.  It is a
producer of acetyl products, which are intermediate chemicals for
many industries, as well as a global producer of high performance
engineered polymers that are used in a variety of end-use
applications.  Celanese operates principally through four business
segments: Advanced Engineered Materials, Consumer Specialties,
Industrial Specialties and Acetyl Intermediates.  Advanced
Engineered Materials segment develops, produces and supplies a
portfolio of high performance technical polymers.  Consumer
Specialties segment consists of its Acetate Products and Nutrinova
businesses.  Its Industrial Specialties segment includes its
emulsions and AT Plastics businesses.  Acetyl Intermediates
segment produces and supplies acetyl products.  Celanese US
Holdings LLC, formerly BCP Crystal US Holdings Corp., is a
subsidiary of Celanese Corp.


CHINA LOGISTICS: Posts $28,278 Net Loss in Q1 2010
--------------------------------------------------
China Logistics, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $28,278 on $5,424,157 of revenue for the
three months ended March 31, 2010, compared with net income of
$2,977,168 on $3,198,572 of revenue for the same period of 2009.

The Company's balance sheet as of March 31, 2010, showed
$6,098,160 in assets and $8,450,373 of liabilities, for a
shareholders' deficit of $2,352,213.

"Our ability to continue as a going concern is dependent upon our
ability to maintain profitable operations in the future and to
obtain the necessary financing to meet our obligations and repay
our liabilities arising from normal business operations when they
become due and pay disgorgement to the SEC if it prevails in its
case against us.  The SEC is seeking disgorgement from us of
$1,078,490 and this amount has not been accrued as of March 31,
2010 or December 31, 2009.

"These matters, among others, raise substantial doubt about our
ability to continue as a going concern.  These financial
statements do not include any adjustments to the amounts and
classification of assets and liabilities that may be necessary
should we be unable to continue as a going concern."

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

               http://researcharchives.com/t/s?636e

Based in Guangzou, P.R. China, China Logistics, Inc., specializes
in logistical services for car manufacturers, car components, food
assortments, chemicals, paper, and machinery in China.  The
services cover various aspects of transportation management,
including logistical planning, import and export management,
electronic customs declaration systems, supply chain planning,
transporting products from ports to warehouses or vice versa,
organization of transportation, and storage and distribution of
products.

                          *     *     *

As reported in the Troubled Company Reporter on April 21, 2010,
Lake & Associates CPA's LLC 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 of the Company's
recurring losses and accumulated deficit.


CLAYTON WILLIAMS: S&P Cuts Rating on $225 Mil Senior Notes to B-
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its issue-level rating
and revised its recovery rating on Midland, Texas-based
independent oil and gas company Clayton Williams Energy Inc.'s
$225 million 7.75% senior notes.  The corporate credit rating on
Clayton Williams remains unchanged at 'B', and the outlook is
stable.

S&P lowered the issue-level rating to 'B-' (one notch below the
corporate credit rating) from 'B+'.  At the same time, S&P revised
the recovery rating on this debt to '5', indicating Standard &
Poor's expectation of modest (10%-30%) recovery in the event of a
payment default, from '2'.

"S&P's recovery analysis reflects new information including an
updated PV-10 report based on S&P's long-term pricing assumptions
of $65 per barrel of West Texas Intermediate crude oil and $5.50
per million BTU of Henry Hub natural gas and Clayton Williams'
recent announcement that its bank group had increased the
borrowing base under the company's secured revolving credit
facility from $250 million to $300 million," said Standard &
Poor's credit analyst Patrick Lee.

                           Ratings List

                    Clayton Williams Energy Inc.

      Corporate Credit Rating                     B/Stable/--

              Rating Lowered; Recovery Rating Revised

                   Clayton Williams Energy Inc.

                                             To               From
                                             --               ----
$225 Mil. 7.75% Senior Notes Due 2013       B-               B+
   Recovery Rating                           5                2


COLLEGE OF SAINT: Moody's Corrects Issuer Rating From 'Ba2'
-----------------------------------------------------------
Moody's has corrected the Issuer rating of College of Saint Rose
(NY) to Baa2 from Ba2.  On May 7, 2010, Moody's inadvertently
recalibrated the rating to Ba2 during its recalibration of
municipal ratings from the municipal scale to the global scale.
The rating should have been recalibrated to Baa2.

The last rating action with respect to the College of Saint Rose
was on March 31, 2010, when a municipal finance scale rating of
Baa2 and stable outlook was affirmed.


COMPLETE PRODUCTION: Moody's Keeps Ba3 Corporate; Outlook Stable
----------------------------------------------------------------
Moody's Investors Service assigned a Speculative Grade Liquidity
rating of SGL-2 to Complete Production Services, Inc.  Moody's
also affirmed Complete's Ba3 Corporate Family Rating and the B1
rating on its $650 million senior unsecured notes due 2016.  The
outlook is stable.

"Complete generated substantial cash flow from working capital
through the 2009 downturn that was used for debt reduction and
building a sizable cash balance," commented Pete Speer, Moody's
Vice President.  "The company's cash on hand and committed credit
facilities provide it with good liquidity to fund working capital
needs as its earnings improve this year."

The SGL-2 rating reflects Moody's expectation that Complete will
maintain good liquidity over the next twelve months.  The company
had $105 million of cash and $114 million of availability on its
borrowing base credit facilities at March 31, 2010.  Based on a
Moody's expectation of flat to slightly up earnings over the
remainder of 2010 and a $44 million tax refund received in April
2010, Complete should generate sufficient operating cash flow to
cover its working capital and planned capital expenditures.  If
earnings were to strengthen more than expected, the company has
ample cash and revolver capacity to fund the growth in working
capital.  The fixed charge coverage financial covenant only
becomes operative if the availability on the credit facilities and
qualified cash (as defined in the agreement) falls below
$50 million, giving the company ample headroom.  Substantially all
of the company's assets are encumbered by the credit facilities,
limiting Complete's alternative liquidity.

Complete's stable outlook is based on Moody's expectation that
Complete's earnings improvement in the first quarter of this year
will be sustained for the remainder of 2010, returning its
leverage metrics back to levels consistent with its Ba3 CFR.
However, Moody's are concerned that weak natural gas prices could
result in a decline in onshore drilling activity in the second
half of this year that could make current earnings levels
difficult to maintain.  If Complete's earnings were to decline
from current run rates or the company were to make acquisitions
resulting in Debt/EBITDA exceeding 4x then the outlook could be
changed to negative or the ratings downgraded.

A severe downturn in demand for Complete's services resulted in
2009 EBITDA declining by about 67% from 2008 levels to
approximately $175mm.  A large reduction in working capital and
capital spending more than offset the reduced earnings and
resulted in substantial free cash flow generation during 2009.
This enabled Complete to pay down all $194 million of outstanding
revolver borrowings during 2009 and increase its cash balances.
The company also proactively amended its $400 million of revolving
credit facilities to borrowing base facilities with a total
committed capacity of $240 million.  While this lowered the
committed credit capacity, the amendment greatly reduced the risk
of future debt covenant violations and increased the company's
effective borrowing capacity.

Despite the debt reduction during 2009, Complete's Debt/EBITDA
more than doubled since the end of 2008 to about 4.7x for the
twelve-months ended March 31, 2010.  Due to a significant increase
in drilling activity that began in late 2009, Complete's first
quarter 2010 EBITDA was approximately $62 million, a sequential
increase of nearly 60% over the fourth quarter of 2009.  At this
earnings run rate, the company's Debt/EBITDA is around 3.2x, which
is more consistent with a Ba3 rating.

The last rating action was on January 13, 2009, when Complete's
CFR was upgraded to Ba3 from B1 and its senior unsecured notes
were upgraded to B1 from B2.

Complete Production Services, Inc., headquartered in Houston,
Texas, is a provider of oilfield services and products to
exploration and production companies operating in North America.


CONSPIRACY ENT: Posts $170,000 Net Loss for March 31 Quarter
------------------------------------------------------------
Conspiracy Entertainment Holdings Inc. filed its quarterly report
on Form 10-Q, reporting a net loss of $170,671 on $1.6 million of
net sales for the three months ended March 31, 2010, compared with
a net loss of $2.0 million on $3.5 million of net sales for the
same period a year ago.

The Company's balance sheet at March 31, 2010, showed $4.1 million
in total assets and $9.1 million in total liabilities, for a total
stockholders' deficit of $4.9 million.

The Company's was unable to file its Form 10-Q on time with the
Securities and Exchange Commission.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?6362

              About Conspiracy Entertainment Holdings

Based in Santa Monica, California, Conspiracy Entertainment
Holdings, Inc., develops, publishes and markets interactive
entertainment software.  The Company currently publishes titles
for many popular interactive entertainment hardware platforms,
such as Sony's PlayStation, Nintendo 64 and Nintendo's Game Boy
Color and Game Boy Advance as well as the next generation hardware
platforms such as Sony's PlayStation 2, Sony's PSP, Nintendo
GameCube, Nintendo's DS, Microsoft's Xbox, and also for the PC.


CONSTELLATION BRANDS: S&P Gives Stable Outlook, Keeps 'BB' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on Victor, N.Y.-based Constellation Brands Inc. to stable
from positive.  At the same time, S&P affirmed the 'BB' corporate
credit rating and issue-level ratings.

"The outlook revision to stable reflects S&P's expectations that
the company's credit measures will remain near current levels in
the near-to-intermediate term and will not improve to levels
previously expected to support a higher rating over the outlook
period despite reducing debt by about $600 million in fiscal
2010," said Standard & Poor's credit analyst Jean C. Stout.
During the fiscal 2010 fourth quarter, Constellation Brands net
sales and EBITDA were below S&P's prior expectations due primarily
to decreasing inventory levels at U.S. distributors and lower cash
earnings for its Crown joint venture as a result of reduced
volume, negative mix, and a contractual cost increase.  Moreover,
as a result of the company's announced $300 million accelerated
share repurchase transaction, debt reduction will likely be
minimal in fiscal 2011.

S&P's ratings on Constellation Brands reflect the company's
leveraged financial profile; still significant debt burden; and
participation in the highly competitive beverage alcohol markets.
Constellation Brands benefits from its historically strong cash
generation from a diverse portfolio of consumer brands and past
debt reduction efforts.

Constellation Brands is a leading international producer and
marketer of beverage alcohol.  It is the largest wine company in
the world and the largest multi-category supplier of beverage
alcohol (wine, spirits, and imported beer, through its Crown
Imports LLC joint venture) in the U.S. The company also is a
leading producer and exporter of wine from Australia, New Zealand,
and Canada and a major producer and independent drinks wholesaler
in the U.K. (through its investment in Matthew Clark).

The rating outlook on Constellation Brands is stable.  Despite
S&P's belief that trade-down in the alcoholic beverage segment may
continue because of lingering weak global economic conditions, S&P
believes Constellation Brands' credit measures will remain near
current levels in the near-to-intermediate term.  S&P could raise
the ratings if the company further improves its credit ratios,
including total debt to EBITDA approaching 4x and funds from
operations to total debt of about 15%.  S&P estimates that
leverage would approach 4x if fiscal 2011 reported sales increased
at least 1% compared with the prior fiscal year and adjusted
EBITDA margins remained near current levels.  However, S&P could
lower the ratings if financial performance weakens and/or debt
levels increase, resulting in weaker credit measures, including
debt to EBITDA about 5x.


CRYSTAL SPRINGS: Files List of 20 Largest Unsecured Creditors
-------------------------------------------------------------
Crystal Springs Investors LLC has filed with the U.S. Bankruptcy
Court for the District of Arizona a list of its 20 largest
unsecured creditors, disclosing:

   Entity                                            Claim Amount
   ------                                            ------------
Lou Weinstein
283 Akaula Way
Wailea, HI 96753                                        $599,429

Firestorm 24/7 Construction Services
9383 E. Bahia Drive
Suite 100
Scottsdale, AZ 85260                                     $13,800

City of Avondale
11465 W. Civic Center Drive
Suite 220
Avondale, AZ 85323-6808                                   $9,423

Trillium Residential, LLC                                 $8,639

Jon Christianson                                          $6,217

Javier Vande Steeg                                        $6,000

Details Landscape Maintenance                             $3,988

Heritage Interiors                                        $3,828

City of Avondale
Sales Tax Department                                      $3,700

Salt River Project                                        $3,010

Sun Deveil Fire Equipment                                 $1,942

Elliott & Elliott                                         $1,708

Trillium Investments, LLC                                 $1,651

HD Supply Facilities Maintenance                          $1,254

Trillium Residential Communities LLC                      $1,026

Amerigas                                                    $984

Castle Furniture Rental
Leasemasters of Arizona                                     $945

Supreme Pools & Saunas                                      $763

Pride Carpet & Upholstery Cleaning Inc.                     $727

CI Services, Inc.
CIS Roofing, Inc.                                           $708

Phoenix, Arizona-based Crystal Springs Investors LLC filed for
Chapter 11 bankruptcy protection on May 12, 2010 (Bankr. D. Ariz.
Case No. 10-14519). Mark W. Roth, Esq., at Polsinelli Shughart
P.C., assists the Company in its restructuring effort.  The
Company estimated its assets and debts at $10,000,001 to
$50,000,000.


CRYSTAL SPRINGS: Section 341(a) Meeting Scheduled for June 15
-------------------------------------------------------------
The U.S. Trustee for Region 14 will convene a meeting of Crystal
Springs Investors LLC's creditors on June 15, 2010, at 11:30 a.m..
The meeting will be held at the US Trustee Meeting Room, 230 N.
First Avenue, Suite 102, Phoenix, AZ.

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

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

Phoenix, Arizona-based Crystal Springs Investors LLC filed for
Chapter 11 bankruptcy protection on May 12, 2010 (Bankr. D. Ariz.
Case No. 10-14519). Mark W. Roth, Esq., at Polsinelli Shughart
P.C., assists the Company in its restructuring effort.  The
Company estimated its assets and debts at $10,000,001 to
$50,000,000.


CRYSTAL SPRINGS PHASE I: Files List of 20 Top Unsecured Creditors
-----------------------------------------------------------------
Crystal Springs Phase I LLC has filed with the U.S. Bankruptcy
Court for the District of Arizona a list of its 20 largest
unsecured creditors, disclosing:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Lou Weinstein
283 Akaula Way
Wailea, HI 96753                                     $1,309,981

City of Avondale
11465 W. Civic Center Drive
Suite 220
Avondale, AZ 85323-6809                                  $9,423

Trillium Residential LLC
230 W. Fifth Street
Tempe, AZ 85281                  Management Fees         $8,404

John Christianson                                        $6,217

Javier Vande Interiors                                   $4,000

Details Landscape Maintenance                            $3,988

Heritage Interiors                                       $3,828

City of Avondale
Sales Tax Department                                     $3,789

Salt River Project                                       $3,010

Elliot & Elliot                                          $1,708

Trillium Investments LLC                                 $1,634

HD Supply Facilities Maintenance                         $1,254

Trillium Residential
Communities LLC                                          $1,026

Amerigas                                                   $984

Castle Furniture Rental
Leasemasters of Arizona                                    $945

Pride Carpet & Upholstery
Cleaning Inc.                                              $727

CI Services, Inc.
CIS Roofing, Inc.                                          $708

Phoenix Apartment Guide
Consumer Source, Inc.                                      $691

Apartment and Home Solutions
Delander & More, LLC                                       $500

Supreme Pools & Saunas                                     $763

Phoenix, Arizona-based Crystal Springs Phase I filed for Chapter
11 bankruptcy protection on May 12, 2010 (Bankr. D. Ariz. Case No.
10-14516).  Mark W. Roth, Esq., at Polsinelli Shughart P.C.,
assists the Company in its restructuring effort.  The Company
estimated its assets and debts at $10,000,001 to $50,000,000.


CRYSTAL SPRINGS PHASE I: Sec. 341(a) Meeting Set for June 15
------------------------------------------------------------
The U.S. Trustee for Region 14 will convene a meeting of Crystal
Springs Phase I's creditors on June 15, 2010, at 11:00 a.m..  The
meeting will be held at the US Trustee Meeting Room, 230 N. First
Avenue, Suite 102, Phoenix, AZ.

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

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

Phoenix, Arizona-based Crystal Springs Phase I filed for Chapter
11 bankruptcy protection on May 12, 2010 (Bankr. D. Ariz. Case No.
10-14516).  Mark W. Roth, Esq., at Polsinelli Shughart P.C.,
assists the Company in its restructuring effort.  The Company
estimated its assets and debts at $10,000,001 to $50,000,000.


DANA HOLDING: MTI's Muscari & Honeywell's Wallman Named Directors
-----------------------------------------------------------------
Dana Holding Corporation appointed Joseph C. Muscari, chairman and
chief executive officer of Minerals Technologies Inc.; and Richard
F. Wallman, former senior vice president and chief financial
officer of Honeywell International Inc., as directors.

"We are delighted to welcome Joe and Richard to the Dana Board,"
said Dana Executive Chairman John Devine. "Both executives bring
to our Board strong backgrounds and deep leadership experience."
Mr. Muscari, 63, has served as CEO of Minerals Technologies, a
global producer of specialty mineral products, since 2007. Prior
to that, he held a series of roles with increasing responsibility
at Alcoa.  Beginning as an engineer, Mr. Muscari held a wide range
of significant operational leadership roles at Alcoa and was
appointed as executive vice president and chief financial officer
in 2006.  He earned a Bachelor of Science degree in Industrial
Engineering from the New Jersey Institute of Technology and an MBA
from the University of Pittsburgh.  Mr. Muscari will serve on the
Compensation Committee of the Dana Board.

Mr. Wallman, 59, served as senior vice president and chief
financial officer of Honeywell International, Inc., from 1999 to
2003.  He served in the same capacity from 1995 to 1999 at
AlliedSignal, which merged with Honeywell in 1999.  During the
prior two decades, Mr. Wallman held financial leadership roles
with IBM Corporation, Chrysler Corporation, and Ford Motor
Company. He earned a Bachelor of Science degree in Electrical
Engineering from Vanderbilt University and an MBA from the
University of Chicago. Wallman will serve as chairman of the Audit
Committee of the Dana Board.

                        About Dana Holding

Based in Toledo, Ohio, Dana Holding Corporation  --
http://www.dana.com/-- designs and manufactures products for
every major vehicle producer in the world, and supplies
drivetrain, chassis, structural, and engine technologies to those
companies.  Dana employs 46,000 people in 28 countries.  Dana is
focused on being an essential partner to automotive, commercial,
and off-highway vehicle customers, which collectively produce more
than 60 million vehicles annually.  Dana has facilities in China
in the Asia-Pacific, Argentina in the Latin-American regions and
Italy in Europe.

Dana Corp., together with affiliates, affiliates filed for Chapter
11 protection on March 3, 2006 (Bankr. S.D.N.Y. Case No. 06-
10354).  Attorneys at Jones Day represented the Debtors.  It
emerged from bankruptcy Jan. 31, 2008, and the reorganized entity
was named Dana Holding Corporation.

                           *     *     *

As reported by the Troubled Company Reporter on May 5, 2010, Dana
Holding Corporation reported its first-quarter 2010 RESULTS,
showing a net loss of $30 million on $1.50 billion of sales for
the three months ended March 31, 2010, compared with a net loss of
$160 million on $1.216 billion of sales for the same period a year
ago.

The Company's balance sheet at March 31, 2010, showed
$4.990 billion in total assets and $3.267 billion in total
liabilities for a $1.723 billion total stockholders' equity.

According to the Troubled Company Reporter on May 27, 2010,
Standard & Poor's Ratings Services raised its corporate credit
rating on Dana Holding Corp. to 'B+' from 'B'.  At the same time,
S&P raised its ratings on Dana's senior secured debt.  The outlook
is stable.


DAUFUSKIE ISLAND: Mortgage Debt Not Recharacterized as Equity
-------------------------------------------------------------
WestLaw reports that a debt allegedly owing from a Chapter 11
debtor to a limited liability company that was created as an
investment vehicle to raise capital to be lent to the debtor for
purpose of acquiring certain real property would not be
recharacterized as an equity contribution.  The debt was evidenced
by a promissory note with a fixed maturity date and a fixed rate
of interest.  Moreover, repayment of the note was not solely
dependent on the success of the debtor's business, and the LLC
received security in the form of a second mortgage.  In re
Daufuskie Island Properties, LLC, --- B.R. ----, 2010 WL 1931932
(Bankr. D. S.C.) (Waites, J.).

Carolina Shores, LLC, sued (Bankr. D. S.C. Adv. Pro. No. 09-80134)
a competing mortgage holder, William R. Dixon, Jr., Robert C.
Onorato, in his capacity as the Chapter 11 Trustee for the Estate
of Daufuskie Island Properties, LLC, to determine the priority of
these debts and the impact of a subordination agreement, and to
argue that Mr. Dixon's mortgage debt should be recharacterized as
an equity contribution.

Based in Hilton Head Island, South Carolina, Daufuskie Island
Properties LLC -- http://www.daufuskieislandresort.com/--
operated the Daufuskie Island Resort & Breathe Spa.  The company
is owned by Gayle and Bill Dixon, a San Francisco Bay area
couple.  Daufuskie Island Properties sought Chapter 11
protection (Bankr. D. S.C. Case No. 09-00389) on Jan. 20, 2009.
As reported in the Troubled Company Reporter on Jan. 19, 2010, the
resort property was sold for $49.5 million to Montauk Resorts LLC,
and the sale proceeds will be distributed to creditors pursuant to
a liquidating Chapter 11 plan by the Chapter 11 Trustee.


DEFI GLOBAL: Posts $986,034 Net Loss in Q1 2010
-----------------------------------------------
DeFi Global, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $986,034 on $1,287 of revenue for the
three months ended March 31, 2010, compared with a net loss of
$983,842 on $23,622 of revenue for the same period of 2009.

The Company's balance sheet as of March 31, 2010, showed
$2,786,121 in assets and $6,488,054 of liabilities, for a
shareholders' deficit of $3,701,933.

As of March 31, 2010, the Company had an accumulated deficit of
$10,224,298, significant negative working capital, and is in
default on various notes payable.  "These factors 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?636b

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

                          *     *     *

As reported in the Troubled Company Reporter on May 25, 2010,
Chisholm, Bierwolf, Nilson & Morrill, in Bountiful, Utah,
expressed substantial doubt about the Company's ability to
continue as a going concern after auditing the Company's financial
statements for the year ended December 31, 2009.  The independent
auditors noted that the Company has suffered recurring losses from
operations, has a working capital deficit and is dependent of
financing to continue operations.


DEL MONTE: Fitch Upgrades Issuer Default Rating to 'BB+'
--------------------------------------------------------
Fitch Ratings has upgraded these ratings of Del Monte Foods
Company and Del Monte Corporation.  The Rating Outlook is
Positive.

Del Monte Foods Company

  -- Long-term Issuer Default Rating to 'BB+' from 'BB'.

Del Monte Corporation

  -- Long-term IDR to 'BB+' from 'BB';
  -- Senior secured bank facility to 'BBB-' from 'BB+';
  -- Senior subordinated notes to 'BB' from 'BB-'.

At Jan. 31, 2010, Del Monte had approximately $1.3 billion of
total debt.  All of Del Monte's debt was issued by Del Monte
Corporation, a wholly-owned operating subsidiary, and is
guaranteed by Del Monte Foods Company, the parent corporation.

The upgrade is due to significant improvement in Del Monte's
credit statistics and operating fundamentals over the past two
years.  Pricing and volume growth concurrent with less cost
inflation has resulted in better than expected margin improvement
and cash flow generation during the current fiscal year.  Year-to-
date through the third quarter ended Jan. 31, 2010, average prices
increased 5.1% while volumes are up 3.3% versus the prior year.
The company has also revised expectations regarding year-over-year
gross cost increases for fiscal 2010 down to 0% from its original
forecast of 3%.  Del Monte's recent focus on debt reduction versus
share repurchases and large dividend increases has further
strengthened the company's credit profile.

The Positive Rating Outlook is primarily due to Fitch's
expectation that Del Monte can maintain leverage within its
recently established 1.5 times (x)-2.5x targeted range, which is
well below levels required for the 'BB+' rating category, over the
next 12-18 months.  Should Del Monte maintain operating margins
within its 12.5%-13% target, free cash flow remain strong and the
company refrain from large debt-financed acquisitions and share
repurchases, an additional upgrade could occur and certain ratings
would be collapsed toward the 'BBB-' level.

For the latest 12-month period ended Jan. 31, 2010, Del Monte's
total debt-to-operating earnings before interest, taxes,
depreciation and amortization was 2.1x, down significantly from
3.4x at the fiscal year ending May 3, 2009.  Operating EBITDA-to-
gross interest expense increased to 5.2x from 4.2x and funds from
operations fixed-charge coverage was 3.3x, up from 2.4x.  Year-to-
date through the third quarter ended Jan. 31, 2010, Del Monte's
operating margin was 14.4%, a stark improvement over the 8.8%
margin realized in the prior year period and a record high for the
company.

Del Monte has generated annual FCF (defined as cash flow from
operations less capital expenditures and dividends) of around
$168 million since fiscal 2002.  However, for the LTM ended
Jan. 31, 2010, the company generated $390 million of FCF.  The
improvement has been due to increased operating earnings and lower
inventory levels resulting from higher sales volumes.  While FCF
is exceeding expectations in fiscal 2010, Fitch anticipates that
Del Monte will generate FCF consistent with its long-term average
in fiscal 2011 as working capital is not projected to be a large
source of cash flow.  At Jan. 31, 2010, total liquidity of
$416 million included approximately $18 million of cash and
$398 million of availability (excluding letters of credit) on its
$500 million secured revolver due Jan. 30, 2015.

The recent refinancing of $450 million of senior subordinated debt
and $1.1 billion of secured bank debt has increased Del Monte's
financial flexibility.  Del Monte does not have any significant
maturities until Jan. 30, 2015, when $600 million face value of
term debt matures, and Feb. 15, 2015, when $250 million of 6.75%
senior subordinated notes come due.  The company's term loan
amortizes quarterly at a rate of $7.5 million or $30 million per
year until maturity when the remaining principal becomes due.

Del Monte's secured bank facility subjects the company to a
maximum total debt-to-EBITDA ratio of 3.75x through Jan. 29, 2012,
gradually stepping down to 3.25x by April 27, 2014.  This
financial covenant is slightly more restrictive than that of its
previous credit facility which had a maximum leverage ratio of
4.25x through Jan. 30, 2011 and 3.75x beginning May 1, 2011.  Del
Monte must also maintain a minimum fixed-charge coverage ratio of
1.15x through Jan. 29, 2012, or 1.25x beginning April 29, 2012.
Collateral, which includes substantially all assets, is released
if the company achieves an investment grade corporate-family
rating by multiple rating agencies.

Del Monte's subordinated debt indentures do not have financial
covenants but the notes do have cross-default provisions and, upon
the occurrence of both a change of control and a ratings decline
in respect to the notes, subordinated noteholders can require Del
Monte to redeem the notes at 101% of principal plus accrued and
unpaid interest.

Del Monte's ratings and Outlook reflect the company's balanced
financial strategy and its good cash flow generation.  The ratings
consider Del Monte's diverse portfolio of leading number-one and
number-two brands in the $7 billion processed produce and
$19 billion pet food categories.  Consumer Products represented
53% of sales and 38% of operating income in the year-to-date
period ended Jan. 31, 2010 while the company's higher margin and
faster growing Pet Products segment constituted 47% and 62%,
respectively.  The company's participation in healthy food
categories and demographic trends toward increased pet ownership
are viewed positively.  These positives are weighed against Del
Monte's smaller size, especially versus larger competitors in the
pet category, its lack of international exposure and its
historical propensity toward debt-financed acquisitions.


DELTA MUTUAL: Posts $211,261 Net Loss in Q1 2010
------------------------------------------------
Delta Mutual, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $211,261 for the three months ended
March 31, 2010, compared with a net loss of $306,624 for the same
period of 2009.

The Company's balance sheet as of March 31, 2010, showed
$2,201,782 in assets, $1,213,864 of liabilities, and $987,918 of
stockholders' equity.

The Company has an accumulated deficit of $3,792,098 and working
capital deficiency of $559,303 as of March 31, 2010.
Additionally, the Company may require additional funding to
execute its strategic business plan for 2010.  "These factors
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?636c

Scottsdale, Ariz.-based Delta Mutual, Inc. (OTCBB: DLTZ)
-- http://www.deltamutual.com/-- is continuing its investment in
the energy field and is currently in the process of opening oil
wells in the Guemes area of Salta in Argentina and has partnered
with major oil and gas companies to increase its presence and
asset producing properties.

                          *     *     *

As reported in the Troubled Company Reporter on April 23, 2010,
Jewett, Schwartz, Wolfe & Associates, in Hollywood, Florida,
expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
the Company has an accumulated deficit of $3,580,837 and working
capital deficiency of $967,042 as of December 31, 2009, and is not
generating sufficient cash flows to meet its regular working
capital requirements.


DEX MEDIA WEST: Bank Debt Trades at 9% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Dex Media West LLC
is a borrower traded in the secondary market at 91.00 cents-on-
the-dollar during the week ended Friday, May 28, 2010, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This shows a drop of 2.02 percentage points from
the previous week, The Journal relates.  The Company pays 450
basis points above LIBOR to borrow under the facility, which
matures on Oct. 24, 2014.  The debt is not rated by Moody's and
Standard & Poor's.  The debt is one of the biggest gainers and
losers among 179 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.

Dex Media West LLC is a subsidiary of Dex Media West, Inc., and an
indirect wholly owned subsidiary of Dex Media, Inc.  Dex Media is
a direct wholly owned subsidiary of R.H. Donnelley Corporation.
Dex Media West is the exclusive publisher of the official yellow
pages and white pages directories for Qwest Corporation, the local
exchange carrier of Qwest Communications International Inc., in
Arizona, Idaho, Montana, Oregon, Utah, Washington, and Wyoming.

R.H. Donnelley Corp. and 19 of its affiliates, including Dex Media
East LLC, Dex Media West LLC and Dex Media Inc., filed for Chapter
11 protection on May 28, 2009 (Bank. D. Del. Case No. 09-11833
through 09-11852), after missing a $55 million interest payment on
its senior unsecured notes due April 15.  James F. Conlan, Esq.,
Larry J. Nyhan, Esq., Jeffrey C. Steen, Esq., Jeffrey E. Bjork,
Esq., and Peter K. Booth, Esq., at Sidley Austin LLP, in Chicago,
Illinois represent the Debtors in their restructuring efforts.
Edmon L. Morton, Esq., and Robert S. Brady, Esq., at Young,
Conaway, Stargatt & Taylor LLP, in Wilmington, Delaware, serve as
the Debtors' local counsel.  The Debtors' financial advisor is
Deloitte Financial Advisory Services LLP while its investment
banker is Lazard Freres & Co. LLC.  The Garden City Group, Inc.,
is claims and noticing agent.

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


DUNHILL ENTITIES: Bankruptcy Administrator Forms Creditors Panel
----------------------------------------------------------------
The U.S. Bankruptcy Administrator for the Southern District of
Alabama appointed three members to the official committee of
unsecured creditors in the Chapter 11 cases of Dunhill Entities,
LP, et al.

The Creditors Committee members are:

1. Driven Engineering, Inc.
   8005 Morris Hill Road
   Semmes, AL 36575
   Tel: (251) 649-4011

2. H & H Electric Co., Inc.
   Attn: William H. Hill
   P.O. Box 461
   Saraland, AL 36571
   Tel: (251) 675-2186
   Fax: (251) 675-5497

3. Nature's Way
   Attn: Wendell L. Spencer
   4000 Yucca Drive
   Theodore, AL 36582
   Tel: (251) 680-1500
   Fax: (251) 443-5867

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 Dunhill Entities

Dunhill Entities, LP, owns two petroleum storage facilities in
Alabama.

Dunhill Entities, along with affiliates, filed for Chapter 11
bankruptcy protection on March 26 in Mobile, Alabama (Bankr. S.D.
Ala. Case No. 10-01342).  The petition says assets are less than
$50 million while debt exceeds $50 million.


DUNHILL ENTITIES: Bankruptcy Administrator Wants Case Dismissed
---------------------------------------------------------------
Travis M. Bedsole, Jr., the U.S. Bankruptcy Administrator for the
Southern District of Alabama, asks the U.S. Bankruptcy Court to
dismiss the Chapter 11 cases of Dunhill Entities, LP, et al.

The Bankruptcy Administrator explains that the Debtors failed to
file these reports:

   1. BA-2 quarterly fee statement for March 2010;
   2. Quarterly fees due for March 2010; and
   3. List of Salaries, Compensation and Fringe Benefits.

Dunhill Entities, LP, owns two petroleum storage facilities in
Alabama.

Dunhill Entities, along with affiliates, filed for Chapter 11
bankruptcy protection on March 26 in Mobile, Alabama (Bankr. S.D.
Ala. Case No. 10-01342).  The petition says assets are less than
$50 million while debt exceeds $50 million.


DUNHILL ENTITIES: Can Sell All Assets to Arc Terminals for $40.5MM
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Alabama
authorized Dunhill Entities, LP and its affiliates to sell
substantially all of their assets to Arc Terminals LP, free and
clear of liens, claims, encumbrances, and other interests.

Arc Terminals will purchase the assets for $40,500,000, comprised
of a credit bid amount of $40,000,000 and a cash amount of
$500,000 plus assumption of the assumed liabilities.

The Court ruled that the purported lien of Smith Tank & Steel,
Inc. will remain on the Debtors' property until the time that the
effective date payment is made to Smith Tank pursuant to that
certain Service Agreement between Smith Tank and Arc Terminals,
LP, and upon the payment, any lien of Smith Tank arising on or
before the closing date will be extinguished and Smith Tank's
future lien rights will be governed by the Alabama law.

The Court also directed that, at closing, the Debtors will place
$4,875 in the escrow account of their bankruptcy counsel for
payment of the Bankruptcy Administrator's Chapter 11 Quarterly
Fee.

                      About Dunhill Entities

Dunhill Entities, LP, owns two petroleum storage facilities in
Alabama.

Dunhill Entities, along with affiliates, filed for Chapter 11
bankruptcy protection on March 26 in Mobile, Alabama (Bankr. S.D.
Ala. Case No. 10-01342).  The petition says assets are less than
$50 million while debt exceeds $50 million.


DUNHILL ENTITIES: Wants Access to Cash Collateral Until June 18
---------------------------------------------------------------
Dunhill Entities, LP, et al., ask the U.S. Bankruptcy Court for
the Southern District of Alabama to extend the use of Arc
Terminals, L.P.'s cash collateral until June 18, 2010.

Arc Terminal is successor to Regions Bank, the lender, by virtue
of certain sale and assignment agreement dated February 26, 2010.

The Debtors would use the cash collateral to fund the operations
of their businesses.

As adequate protection for any diminution in value of the lender's
collateral, the Debtors will grant the lender (i) first priority
postpetition liens on and security interests in all of the
property of the estates, (ii) adequate protection payments.

Dunhill Entities, LP, owns two petroleum storage facilities in
Alabama.

Dunhill Entities, along with affiliates, filed for Chapter 11
bankruptcy protection on March 26 in Mobile, Alabama (Bankr. S.D.
Ala. Case No. 10-01342).  The petition says assets are less than
$50 million while debt exceeds $50 million.


EAU TECHNOLOGIES: Incurs $2.2 Million Net Loss for 2009
-------------------------------------------------------
Eau Technologies, Inc., filed on May 26, 2010, restated financial
statements for the fiscal year ended December 31, 2009.  The 2009
and 2008 financial statements have been restated to correct an
error in accounting for the derivative liability associated with
certain convertible debt.  The Company determined that certain
inputs into the binomial valuation model used to calculate the
derivative liability were not correct.  While the restatement is
significant, all of the issues were non-cash items.

The Company reported a net loss of $2,157,078 on $724,510 of
revenue for 2009, compared with a net loss of $8,549,042 on
$437,109 of revenue for 2008.

The Company's balance sheet at December 31, 2009, showed
$3,407,770 in assets and $10,900,328 of liabilities, for a
stockholders' deficit of $7,492,558.

HJ & Associates, LLC, in Salt Lake City, expressed substantial
doubt about the Company's ability to continue as a going concern
after auditing the Company's 2009 financial statements.  The
independent auditors noted that the Company has a working capital
deficit as well as a deficit in stockholders equity.

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

               http://researcharchives.com/t/s?6376

Kennesaw, Ga.-based EAU Technologies, Inc., previously known as
Electric Aquagenics Unlimited, Inc., is in the business of
developing, manufacturing and marketing equipment that uses water
electrolysis to create non-toxic cleaning and disinfecting fluids
as well as dairy drinking water.  These fluids have various
commercial applications and may be used in commercial food
processing and agricultural products that clean, disinfect,
remediate, hydrate and moisturize.


FANNIE MAE: Lawmaker Wants High-Cost Ceiling to Stay
----------------------------------------------------
Rep. Brad Sherman (D-Calif.) has warned that housing prices could
plummet further in high-cost areas unless Congress passes his
legislation to ensure Fannie Mae and Freddie Mac can continue to
purchase mortgages of almost $730,000 in value, according to
American Bankruptcy Institute.

Federal National Mortgage Association, aka Fannie Mae, is a
government-sponsored enterprise that was chartered by U.S.
Congress in 1938 to support liquidity, stability and affordability
in the secondary mortgage market, where existing mortgage-related
assets are purchased and sold.  Fannie Mae provides market
liquidity by securitizing mortgage loans originated by lenders in
the primary mortgage market into Fannie Mae mortgage-backed
securities, and purchasing mortgage loans and mortgage-related
securities in the secondary market for its mortgage portfolio.
Fannie Mae acquires funds to purchase mortgage-related assets for
its mortgage portfolio by issuing a variety of debt securities in
the domestic and international capital markets.  Fannie Mae also
makes other investments that increase the supply of affordable
housing.  Its charter does not permit us to originate loans and
lend money directly to consumers in the primary mortgage market.

Fannie Mae has been under conservatorship, with the Federal
Housing Finance Agency acting as conservator, since September 6,
2008.  As conservator, FHFA succeeded to all rights, titles,
powers and privileges of the company, and of any shareholder,
officer or director of the company with respect to the company and
its assets.  The conservator has since delegated specified
authorities to Fannie Mae's Board of Directors and has delegated
to management the authority to conduct day-to-day operations.

The U.S. Department of the Treasury owns Fannie Mae's senior
preferred stock and a warrant to purchase 79.9% of its common
stock, and Treasury has made a commitment under a senior preferred
stock purchase agreement to provide Fannie with funds under
specified conditions to maintain a positive net worth.


FONTAINEBLEAU LV: Ch. 7 Trustee Proposes Bond Premium Allocation
----------------------------------------------------------------
Soneet R. Kapila, Fontainebleau Las Vegas Holdings LLC's Chapter 7
Trustee, asks the U.S. District Court for the Southern of Florida
to approve the pro rata allocation of the Chapter 7 Trustee's bond
premium based on cash and marketable securities in the estate bank
accounts.

As a Chapter 7 panel trustee, Mr. Kapila relates that he has a
blanket bond in force that generally covers all of his Chapter 7
trusteeships.  In large cases like the Debtors', however, the
general policy of the Office of the United States Trustee is to
require a Chapter 7 trustee to obtain an additional case-specific
bond.

Prior to conversion of their cases to Chapter 7, the Debtors
maintained accounts that comprise proceeds from (i) the sale of
their Hotel/Casino, which are the subject of competing lien
claims, (ii) unencumbered funds in various operating accounts,
(iii) security deposits, and (iv) customer deposits.  The cash and
marketable securities in the Estate Accounts total $104,168,994.
Upon conversion, the Estate Accounts were transferred to the
control of the Chapter 7 Trustee.

Section 322(a) of the Bankruptcy Code requires that the Chapter 7
Trustee file with the Court a bond in favor of the United States
of America conditioned on the faithful performance of his official
duties.  Section 322(b)(2) provides that the U.S. Trustee
determines the amount of the bond.

Because of the combined aggregate sum of funds in the Estate
Accounts, the Office of the United States Trustee has informed the
Chapter 7 Trustee that he must post a case-specific bond for
$107,000,000.  The premium for the case-specific bond is $166,119.
Mr. Kapila says that he is advised that the size of the bond, and
the attendant premium, is attributable largely to the Estate
Account in which the sales proceeds are held.

Under the circumstances, Mr. Kapila contends that it is
appropriate to allocate the Bond Premium on a pro rata basis among
the Estate Accounts as:

                                                       Pro Rata
                                           Pro Rata    Share of
Nature of Account               Amount    Percentage    Premium
-----------------               ------    ----------    -------
Proceeds, cash or         $100,553,896       0.09653   $160,354
securities derived from
sale of the Casino Hotel
to Icahn, which funds
are subject to liens

Unencumbered funds in        3,315,629       0.03183      5,287
operating accounts

Security deposits               25,000       0.00024         39

Customer deposits              274,469       0.00263        437
                           -----------    ----------    -------
    Totals                $104,168,994          1.00   $166,119

The Chapter 7 Trustee further proposes that, if he is required to
increase the size of the Bond, the additional bond premium be
allocated pro rata among the then-existing balances in the Estate
Accounts.

Mr. Kapila informs Judge Cristol that the Office of the United
States Trustee has no objection to the granting of the request,
and to the proposed allocation of the Bond Premium.

                 About Fontainebleau Las Vegas

Fontainebleau Las Vegas -- http://www.fontainebleau.com/-- is
constructing a luxury resort, Fontainebleu Las Vegas, on the
northern end of the Las Vegas Strip.

Fontainebleau Las Vegas Holdings, LLC and its units filed for
Chapter 11 protection on June 9, 2009 (Bankr. S.D. Fla. Lead Case
No. 09-21481).   Scott L Baena, Esq., at Bilzin Sumberg Baena
Price & Axelrod LLP, represented the Debtors in their
restructuring effort.   The Debtors' claims agent is Kurtzman
Carson Consulting LLC.  Attorneys at Genovese Joblove & Battista,
P.A., and Fox Rothschild, LLP, represent the Official Committee of
Unsecured Creditors.  Fontainebleau Las Vegas LLC listed more than
$1 billion in debt and a similar amount in assets, while each of
Fontainebleau Las Vegas Capital Corp. and Fontainebleau Las Vegas
Holdings, LLC, listed less than $50,000 in assets and more than
$1 billion in debts.

In February 2010, Icahn Enterprises L.P. acquired from
Fontainebleau Las Vegas and certain affiliated entities, the
Fontainebleau property and improvements thereon located in Las
Vegas, Nevada, for an aggregate purchase price of approximately
$150 million.

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


FONTAINEBLEAU LV: Ch. 7 Trustee Proposes to Retain Stichter Riedel
------------------------------------------------------------------
Fontainebleau Las Vegas Holdings' Chapter 7 Trustee, Soneet
Kapila, seeks the Court's authority to retain Stichter Riedel
Blain & Prosser, P.A., and Harley E. Riedel, Esq., Russell M.
Blain, Esq., Becky Ferrell-Anton Esq., and Susan Heath Sharp Esq.,
of that firm to represent him in the Debtors' bankruptcy cases.

Mr. Kapila tells the Court that he needs the attorneys' services
to be able for him to perform ordinary and necessary legal
services required in the administration of the bankruptcy estate.
He adds that the attorneys have agreed to represent him on a
general retainer, and to be compensated in accordance with Section
330 of the Bankruptcy Code.

Russell M. Blain, Esq., of Stichter Riedel, assures the Court that
his firm does not hold or represent any interest adverse to the
estate.

The Court approved the application.

                 About Fontainebleau Las Vegas

Fontainebleau Las Vegas -- http://www.fontainebleau.com/-- is
constructing a luxury resort, Fontainebleu Las Vegas, on the
northern end of the Las Vegas Strip.

Fontainebleau Las Vegas Holdings, LLC and its units filed for
Chapter 11 protection on June 9, 2009 (Bankr. S.D. Fla. Lead Case
No. 09-21481).   Scott L Baena, Esq., at Bilzin Sumberg Baena
Price & Axelrod LLP, represented the Debtors in their
restructuring effort.   The Debtors' claims agent is Kurtzman
Carson Consulting LLC.  Attorneys at Genovese Joblove & Battista,
P.A., and Fox Rothschild, LLP, represent the Official Committee of
Unsecured Creditors.  Fontainebleau Las Vegas LLC listed more than
$1 billion in debt and a similar amount in assets, while each of
Fontainebleau Las Vegas Capital Corp. and Fontainebleau Las Vegas
Holdings, LLC, listed less than $50,000 in assets and more than
$1 billion in debts.

In February 2010, Icahn Enterprises L.P. acquired from
Fontainebleau Las Vegas and certain affiliated entities, the
Fontainebleau property and improvements thereon located in Las
Vegas, Nevada, for an aggregate purchase price of approximately
$150 million.

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


FONTAINEBLEAU LV: Ch. 7 Trustee Wants to Hire Former Employees
--------------------------------------------------------------
Fontainebleau Las Vegas Holdings' Chapter 7 Trustee, Soneet R.
Kapila, seeks the Court's permission to retain certain
individuals, who previously were employed by the Debtors, nunc pro
tunc to the April 20, 2010.  Mr. Kapila also seeks authorization
to retain the Employees on a part-time, as-needed basis, and to
compensate them from the Debtors' $3 million unencumbered cash,
which is now subject to the Trustee's administration.

The Employees and their hourly rates are:

                                                Hourly
  Employee          Position                     Rate
  --------          --------                    ------
  Mark Lefever      Chief Financial Officer       $190
  Whitney           General Counsel               $150
  Tanis Snyder      Director of Finance            $75
  Francis Kneisc    Human Resources Director       $75
  Lynn Katz         Controller                     $50

In addition to paying the Employees for actual hours worked, Mr.
Kapila also seeks authorization to reimburse the Employees for
reasonable and necessary out-of-pocket expenses.

Mr. Kapila contends that the Employees are needed to assist him in
the transition of the remaining estate assets from the Debtors to
the Trustee, to identify and help procure additional estate
assets, review proofs of claim, to assist in evaluating avoidable
transfers, to provide information regarding other potential causes
of action, and to assist in other ways as requested.  He assures
the Court that the Employees have agreed to the independent-
contractor arrangement.

Utilization of the Employees on an independent-contractor basis
will make them available to him as needed and will provide him
with flexibility in utilizing their services, Mr. Kapila tells the
Court.  He asserts that the proposed hourly rates are reasonable
for the work to be performed, are consistent with the Employees'
pre-conversion salaries, and are comparable with compensation paid
to individuals in similar positions and with similar
responsibilities.

                    Other Trustee Expenses

The Trustee said it expects to incur additional expenditures in
the administration of the complex remains of the bankruptcy
estate.  Mr. Kapila contends that among the issues he is facing
are maintenance and storage of books and records, retention of
minimal office space and related occupancy costs, retention of
computer equipment and software, maintenance of insurance and bond
coverage, retention and preservation of documents and information
contained in the Debtors' online data room, and other matters.

The Trustee anticipates that his expenditures for these non-
personnel matters will not exceed $10,000 per month on a
cumulative basis.

Mr. Kapila asserts that he has immediate need for the services of
the Employees and to proceed with the administration of the
estate.  He assures Judge Cristol he has consulted with the Office
of the United States Trustee and has been authorized by that
office to represent that the U.S. Trustee has no objection to the
granting of this request.

Accordingly, Mr. Kapila seeks authority to (i) retain the
Employees as proposed, (ii) incur and pay, in amounts up to
$10,000 per month on a cumulative basis, additional expenditures
necessary to preserve and protect the estate, and (iii) provide
for the authorization to continue in effect for a period of four
months without prejudice to further extensions.  He also asks that
the Court consider and act upon the request on an ex parte basis
without the need for a hearing.

                         *     *     *

The Court authorized the Trustee to retain and employ, on an as-
needed, independent-contractor basis, the Employees.  The Trustee
is also authorized to pay the Employees at their hourly rates and
to reimburse them of their reasonable out-of-pocket expenses
incurred in connection with their retention.

The Trustee is further authorized to incur and pay additional
expenditures, as necessary to preserve and protect the estate, for
non-personnel matters in amounts not exceeding $10,000 per month
on a cumulative basis, nunc pro tunc to the April 20, 2010.

The authorizations granted by the Order will continue in effect
for a period of four months, without prejudice to further
extensions.

                 About Fontainebleau Las Vegas

Fontainebleau Las Vegas -- http://www.fontainebleau.com/-- is
constructing a luxury resort, Fontainebleu Las Vegas, on the
northern end of the Las Vegas Strip.

Fontainebleau Las Vegas Holdings, LLC and its units filed for
Chapter 11 protection on June 9, 2009 (Bankr. S.D. Fla. Lead Case
No. 09-21481).   Scott L Baena, Esq., at Bilzin Sumberg Baena
Price & Axelrod LLP, represented the Debtors in their
restructuring effort.   The Debtors' claims agent is Kurtzman
Carson Consulting LLC.  Attorneys at Genovese Joblove & Battista,
P.A., and Fox Rothschild, LLP, represent the Official Committee of
Unsecured Creditors.  Fontainebleau Las Vegas LLC listed more than
$1 billion in debt and a similar amount in assets, while each of
Fontainebleau Las Vegas Capital Corp. and Fontainebleau Las Vegas
Holdings, LLC, listed less than $50,000 in assets and more than
$1 billion in debts.

In February 2010, Icahn Enterprises L.P. acquired from
Fontainebleau Las Vegas and certain affiliated entities, the
Fontainebleau property and improvements thereon located in Las
Vegas, Nevada, for an aggregate purchase price of approximately
$150 million.

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


FOUNTAIN SQUARE: Files List of 20 Largest Unsecured Creditors
-------------------------------------------------------------
Fountain Square II, Ltd., has filed with the U.S. Bankruptcy Court
for the Middle District of Florida a list of its 20 largest
unsecured creditors, disclosing:

   Entity                                            Claim Amount
   ------                                            ------------
Dawn Brite of Florida
35 State Street
Hackensack, NJ 07601                                     $9,092

Bay Area Window Cleaning
5553 W. Waters Avenue, #315
Tampa, Florida 33634                                       $340

Flowers Gone Wild
2507 W. Hiawatha Street
Tampa, Florida 33614                                       $193

Sam's Club                                                  $70

The Bayshore Company                               Undetermined

Commercial Fire                                    Undetermined

Control System Solutions                           Undetermined

Critical Systems Solutions                         Undetermined

Definitive Network Solutions                       Undetermined

Foliage Design Systems                             Undetermined

Fortune Business Solutions                         Undetermined

Hillsborough County Tax Collector                  Undetermined

Internal Revenue Service
Centralized Insolvency
Operations                                         Undetermined

International Fire Protection                      Undetermined

JP Morgan Chase                                    Undetermined

Kingery & Crouse                                   Undetermined

McNamara & Carver                                  Undetermined

R2J Chemical Services  Undetermined

Rentokill Pest Control                             Undetermined

Schindler Elevator Corp.                           Undetermined

Tampa, Florida-based Fountain Square II, Ltd., filed for Chapter
11 bankruptcy protection on May 13, 2010 (Bankr. M.D. Fla. Case
No. 10-11419).  Don M Stichter, Esq., at Stichter, Riedel, Blain &
Prosser, assists the Company in its restructuring effort.  The
Company estimated its assets and debts at $10,000,001 to
$50,000,000.


FOUNTAIN SQUARE: Section 341(a) Meeting Scheduled for June 16
-------------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of Fountain
Square II, Ltd.'s creditors on June 16, 2010, at 1:30 p.m..  The
meeting will be held at Room 100-B, 501 East Polk Street,
(Timberlake Annex), Tampa, FL 33602.

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.

Tampa, Florida-based Fountain Square II, Ltd., filed for Chapter
11 bankruptcy protection on May 13, 2010 (Bankr. M.D. Fla. Case
No. 10-11419).  Don M Stichter, Esq., at Stichter, Riedel, Blain &
Prosser, assists the Company in its restructuring effort.  The
Company estimated its assets and debts at $10,000,001 to
$50,000,000.


FREESCALE SEMICON: Bank Debt Trades at 12% Off in Secondary Market
------------------------------------------------------------------
Participations in a syndicated loan under which Freescale
Semiconductor, Inc., is a borrower traded in the secondary market
at 87.79 cents-on-the-dollar during the week ended Friday, May 28,
2010, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This shows a drop of 1.65
percentage points from the previous week, The Journal relates.
The Company pays 425 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Feb. 16, 2016, and carries
Moody's B2 rating and Standard & Poor's B- rating.  The debt is
one of the biggest gainers and losers among 179 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

Freescale Semiconductor, Inc. -- http://www.freescale.com/-- once
Motorola's Semiconductor Products Sector, is one of the oldest and
most diverse makers of microchips in the world.  It produces many
different kinds of chips for use in automobiles, computers,
industrial equipment, wireless communications and networking
equipment, and other applications. The company's global client
roster includes such blue-chip companies as Alcatel-Lucent, Bosch,
Cisco Systems, Fujitsu, Hewlett-Packard, QUALCOMM, and Siemens, as
well as former parent Motorola. Freescale nets about half of its
sales from the Asia/Pacific region. The Blackstone Group, The
Carlyle Group, Permira Advisers, and TPG Capital own the company.


GENERAL GROWTH: Wins Order Over Brookfield Asset Deal
-----------------------------------------------------
Bankruptcy Law360 reports that General Growth Properties Inc. has
won a crucial clarification of an order permitting the company to
strike a preliminary deal with a team led by Brookfield Asset
Management Inc., blocking an alleged attempt by debtor-in-
possession lenders to claim that the arrangement allows them to
cut off funding.

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)


GRANITE COMMUNITY BANK: Tri Counties Bank Assumes All Deposits
--------------------------------------------------------------
Granite Community Bank, N.A., of Granite Bay, Calif., was closed
today by the Office of the Comptroller of the Currency, which
appointed the Federal Deposit Insurance Corporation as receiver.
To protect the depositors, the FDIC entered into a purchase and
assumption agreement with Tri Counties Bank of Chico, Calif., to
assume all of the deposits of Granite Community Bank, N.A.

Due to the Memorial Day holiday, the three branches of Granite
Community Bank, N.A. will reopen on Tuesday as branches of Tri
Counties Bank.  Depositors of Granite Community Bank, N.A. will
automatically become depositors of Tri Counties Bank.  Deposits
will continue to be insured by the FDIC, so there is no need for
customers to change their banking relationship to retain their
deposit insurance coverage. Customers of Granite Community Bank,
N.A. should continue to use their existing branch until they
receive notice from Tri Counties Bank that it has completed
systems changes to allow other Tri Counties Bank branches to
process their accounts as well.

As of March 31, 2010, Granite Community Bank, N.A. had around
$102.9 million in total assets and $94.2 million in total
deposits.  Tri Counties Bank did not pay the FDIC a premium for
the deposits of Granite Community Bank, N.A.  In addition to
assuming all of the deposits of the failed bank, Tri Counties Bank
agreed to purchase essentially all of the assets.

The FDIC and Tri Counties Bank entered into a loss-share
transaction on $89.3 million of Granite Community Bank, N.A.'s
assets.  Tri Counties Bank will share in the losses on the asset
pools covered under the loss-share agreement.  The loss-share
transaction is projected to maximize returns on the assets covered
by keeping them in the private sector.  The transaction also is
expected to minimize disruptions for loan customers.  For more
information on loss share, please visit:

http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers who have questions about today's transaction can call
the FDIC toll-free at 1-800-523-8173.   Interested parties also
can visit the FDIC's Web site at

http://www.fdic.gov/bank/individual/failed/graniteca.html

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $17.3 million.  Tri Counties Bank's acquisition of all the
deposits was the "least costly" resolution for the FDIC's DIF
compared to all alternatives.  Granite Community Bank, N.A. is the
77th FDIC-insured institution to fail in the nation this year, and
the sixth in California.  The last FDIC-insured institution closed
in the state was 1st Pacific Bank of California, San Diego, on May
7, 2010.


GRAPHIC PACKAGING: Bank Debt Trades at 6% Off in Secondary Market
-----------------------------------------------------------------
Participations in a syndicated loan under which Graphic Packaging
International is a borrower traded in the secondary market at
94.25 cents-on-the-dollar during the week ended Friday, May 28,
2010, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This shows a drop of 1.91
percentage points from the previous week, The Journal relates.
The Company pays 200 basis points above LIBOR to borrow under the
facility.  The bank loan matures on May 16, 2014, and carries
Moody's Ba3 rating and Standard & Poor's BB rating.  The debt is
one of the biggest gainers and losers among 179 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

Headquartered in Marietta, Georgia, Graphic Packaging Corporation
(NYSE:GPK) -- http://www.graphicpackaging.com/-- is a provides
paperboard packaging solutions for a variety of products to
multinational and other consumer products companies.  The company
provides its customers paperboard, cartons and packaging machines,
either as an integrated solution or separately.  Its packaging
products are made from a variety of grades of paperboard.  GPC
manufactures its packaging products from coated unbleached kraft
paperboard and coated recycled paperboard that it produces at its
mills, and a portion from paperboard purchased from external
sources.  The company operates in four geographic areas: the
United States, Central and South America (Brazil), Europe and
Asia-Pacific.   GPC conducts its business in two segments,
paperboard packaging and containerboard/other.

On March 14, 2008, Graphic Packaging Holding Company completed its
combination of Graphic Packaging Corporation and Altivity
Packaging LLC.  The combination of Graphic Packaging and Altivity
created a company with pro-forma 2007 revenues of over US$4.4
billion and pro-forma 2007 adjusted EBITDA of approximately US$553
million.

Headquartered in Carol Stream, Illinois, Altivity Packaging --
http://www.altivity.com-- produces various products such as
folding cartons, bag and plastic packaging, and decorative
laminations.  Altivity Packaging also provides gift boxes for
department stores and other retail venues, as well contract
packaging services and inks and coatings.  The company, which
operates about 60 manufacturing plants across the U.S., serves the
food, medical, and electronic industries, among others.  In 2006
Altivity Packaging was established after TPG Capital's purchase of
Smurfit-Stone Container's consumer packaging unit.


GREATER GERMANTOWN: Files List of 20 Largest Unsecured Creditors
----------------------------------------------------------------
Greater Germantown Housing Development Corporation filed with the
U.S. Bankruptcy Court for the Eastern District of Pennsylvania a
list of its 20 largest unsecured creditors, disclosing:

   Entity                                      Claim Amount
   ------                                      ------------

Hosteller Insurance Co.                          $325,587
c/o Melissa Lebon
Weir & Partners
1339 Chestnut St., Suite 500
Philadelphia, PA 19107

Internal Revenue Service                         $239,587
Philadelphia, PA 19255

A&E HVAC Service Co.                             $128,340
967 E. Chelten Ave.
Philadelphia, PA 19138

City of Philadelphia                             $109,774

Legend Leasing Company                            $86,030

Philadelphia Gas Works                            $63,700

Studley, Inc.                                     $52,920

Scotland Security Service                         $42,670

Walter Toliver                                    $34,055

Legend Management Company                         $23,431

PA Unemployment Compensation                      $22,498

Schindler Elevator Corp.                          $19,219

United Elevator Co.                               $18,000

PECO                                              $17,361

Verizon                                           $16,000

J. Randolph parry Architects                      $15,000

Oliver Company                                    $14,855

Commonwealth of Pennsylvania                      $14,169

Kenneth L. Baritz & Assoc.                        $12,588

Whitestone Association, Inc.                      $11,000

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


GSI GROUP: Wins Court Confirmation of Reorganization Plan
---------------------------------------------------------
GSI Group Inc. disclosed that the United States Bankruptcy Court
for the District of Delaware entered an order on May 27, 2010
approving and confirming the Final Fourth Modified Joint Chapter
11 Plan of Reorganization for the Company, as filed with the Court
on May 24, 2010 and as supplemented on May 27, 2010, paving the
way for the Company to emerge from Chapter 11 protection in the
summer of 2010.

"The entire company has worked hard on our reorganization over the
past few months to maximize recovery for our creditors and our
shareholders while maintaining a focus on our customers and
suppliers," said Michael E. Katzenstein, the Company's Chief
Restructuring Officer.  "We are proud to have made it through this
process with a stronger balance sheet and enhanced liquidity that
will position GSI for future growth."

The consummation of the plan of reorganization is subject to
certain customary conditions and administrative actions that the
debtors must satisfy prior to the effective date of the plan of
reorganization, including, among others, the consummation of a
rights offering, which the Company expects to commence by Friday,
June 4, 2010.  There can be no assurance that the debtors will
satisfy these conditions, complete such required actions and
emerge from Chapter 11 protection within the debtors' anticipated
timeframe or at all.

                       Other Information

On May 27, 2010, the Court approved the appointment of Michael E.
Katzenstein as the Company's Chief Restructuring Officer.  As the
Chief Restructuring officer, Mr. Katzenstein serves as the
Company's most senior executive officer.

On May 27, 2010, the Court also approved the Separation and
Release Agreement which the Company entered with Dr. Sergio
Edelstein on May 24, 2010 in connection with Dr. Edelstein's
voluntary resignation from his positions with the Company.

On November 20, 2009, the Company and two of its subsidiaries, GSI
Group Corporation and MES International, Inc., filed voluntary
petitions for Chapter 11 reorganization under the U.S. Bankruptcy
Code in U.S. Bankruptcy Court in Wilmington, Delaware.  No other
subsidiaries and no subsidiaries outside of North America were
included in the filing.  The debtors' plan of reorganization
provides for all vendors and suppliers to be paid in full for all
valid pre-petition claims.  GSI has continued to pay vendors and
suppliers under normal terms in the ordinary course of business
for all goods and services provided to the Company after the
filing date of November 20, 2009.

                       About GSI Group Inc.

GSI Group Inc. supplies precision technology to the global
medical, electronics, and industrial markets and semiconductor
systems. GSI Group Inc.'s common shares are quoted on Pink Sheets
OTC Markets Inc. (GSIGQ).


GULF FLEET: Section 341(a) Meeting Scheduled for July 13
--------------------------------------------------------
The U.S. Trustee for Region 5 will convene a meeting of Gulf Fleet
Holdings, Inc.'s creditors on July 13, 2010, at 11:00 a.m.  The
meeting will be held at 214 Jefferson Street, Room 341, 3rd Floor,
Lafayette, LA 70501.

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.

Lafayette, Lousiana-based Gulf Fleet Holdings, Inc. -- along with
affiliates Star Marine, LLC; Gulf Wind, LLC; Gulf Service, LLC;
Gulf Worker, LLC; Hercules Marine, LLC; Gulf Fleet, LLC; Gulf
Fleet Marine, Inc.; Gulf Fleet Management, LLC; Gulf Fleet
Offshore, LLC; and Gulf Ocean Marine Services, LLC -- filed for
Chapter 11 bankruptcy protection on May 14, 2010 (Bankr. W.D. La.
Case No. 10-50713).  Benjamin W. Kadden, Esq., Christopher T.
Caplinger, Esq., and Stewart F. Peck, Esq., who have an office in
New Orleans, Louisiana, assist the Company in its restructuring
effort.  The Company listed $100,000,001 to $500,000,000 in assets
and $50,000,001 to $100,000,000 in liabilities.


HAWKEYE RENEWABLE: Plan Exclusivity Extended Until June 19
----------------------------------------------------------
The Hon. Kevin J. Carey of the U.S. bankruptcy Court for the
District of Delaware extended Hawkeye Renewables LLC's exclusive
periods to file and solicit acceptances for the proposed
Chapter 11 plan until June 19, 2010, and August 18, 2010,
respectively.

As reported in the Troubled Company Reporter on April 22, 2010,
Hawkeye Renewables filed a prepackaged plan.  The Plan grants
ownership of the reorganized company and new secured term loan to
the prepetition first-lien lenders.  The second lien holders would
receive stock if they vote in favor of the Plan.  Unsecured
creditors and equity holders won't receive anything.

According to Bill Rochelle at Bloomberg News, the second lien
lenders opposed the Plan at three days of confirmation hearings
that concluded March 12.  The bankruptcy judge told the contending
parties to submit post-trial papers by April 30.

A copy of the Plan is available for free at:

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

A copy of the disclosure statement is available for free at:

     http://bankrupt.com/misc/HAWKEYE_disclosurestatement.pdf
     http://bankrupt.com/misc/HAWKEYE_disclosurestatement2.pdf

                     About Hawkeye Renewables

Ames, Iowa-based Hawkeye Renewables, LLC -- dba Iowa Falls Ethanol
Plant, LLC -- filed for Chapter 11 bankruptcy protection on
December 21, 2009 (Bankr. D. Delaware Case No. 09-14461).  L.
Katherine Good, Esq., and Mark D. Collins, Esq., at Richards,
Layton & Finger, P.A., assist the Company in its restructuring
effort.  Blackstone Advisory Partners, LP, is the Company's
financial advisor.  Epiq Bankruptcy Solutions, LLC, is the
Company's claims agent.  The Company listed $100,000,001 to
$500,000,000 in assets and $500,000,001 to $1,000,000,000 in
liabilities.


HUNTSMAN ICI: Bank Debt Trades at 7% Off in Secondary Market
------------------------------------------------------------
Participations in a syndicated loan under which Huntsman ICI is a
borrower traded in the secondary market at 93.46 cents-on-the-
dollar during the week ended Friday, May 28, 2010, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This shows a drop of 2.08 percentage points from
the previous week, The Journal relates.  The Company pays 175
basis points above LIBOR to borrow under the facility.  The bank
loan matures on April 23, 2014, and carries Moody's Ba2 rating and
Standard & Poor's B+ rating.  The debt is one of the biggest
gainers and losers among 179 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

Huntsman Corp. -- http://www.huntsman.com/-- is a global
manufacturer and marketer of differentiated chemicals.  Its
operating companies manufacture products for a variety of global
industries, including chemicals, plastics, automotive, aviation,
textiles, footwear, paints and coatings, construction, technology,
agriculture, health care, detergent, personal care, furniture,
appliances and packaging.  Originally known for pioneering
innovations in packaging and, later, for rapid and integrated
growth in petrochemicals, Huntsman has more than 12,000 employees
and operates from multiple locations worldwide.  The Company had
2008 revenues exceeding $10 billion.


IMPLANT SCIENCES: Posts $2 Million Net Loss for March 31 Quarter
----------------------------------------------------------------
Implant Sciences Corporation filed its quarterly report on Form
10-Q, reporting a net loss of $2.04 million on $728,000 of revenue
for the three months ended March 31, 2010, compared with a net
loss of $8.55 million on $553,000 of revenue for the same period a
year ago.

The Company's balance sheet at March 31, 2010, showed
$6.22 million in total assets and $15.34 million in total
liabilities and $5 million in series E convertible preferred
stock, for a stockholder's deficit of $14.12 million.

The Company was unable to file is Form 10-Q on time with the
Securities and Exchange Commission.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?6363

                      About Implant Sciences

Implant Sciences Corporation (OBB: IMSC.OB) --
http://www.implantsciences.com/-- develops, manufactures and
sells sensors and systems for the security, safety and defense
(SS&D) industries.

As of December 31, 2009, the Company had $5,475,000 in total
assets against $12,995,000 in total liabilities, $5,000,000 in
Series E Convertible Preferred Stock, and $378,000 in Series F
Convertible Preferred Stock, resulting in stockholders' deficit of
$12,898,000.

As reported by the Troubled Company Reporter on January 15, 2010,
Implant Sciences renegotiated its credit agreements with its
senior secured investor, DMRJ Group LLC.  DMRJ increased Implant
Sciences' line of credit from $3,000,000 to $5,000,000; extended
the maturity of all of Implant Sciences' indebtedness from
December 10, 2009, to June 10, 2010; waived all existing defaults
through the new maturity date; reduced the interest rate payable
on Implant Sciences' obligations to 15% per annum; and removed all
profit sharing arrangements from the agreements.  Implant
Sciences' total indebtedness to DMRJ, including all principal and
accrued interest, now stands at $7,570,000.


INDEPENDENT BANK: Extends Trust Preferred Stock Swap to June 22
---------------------------------------------------------------
Independent Bank Corporation (Nasdaq: IBCP), the holding company
of Independent Bank, a Michigan-based community bank, has made an
offer to exchange up to 180,200,000 newly issued shares of its
common stock for properly tendered and accepted trust preferred
securities issued by IBC Capital Finance II (Nasdaq: IBCPO), IBC
Capital Finance III, IBC Capital Finance IV, and Midwest Guaranty
Trust I.  The Exchange Offer is made pursuant to a prospectus and
related letter of transmittal, which are part of a registration
statement filed with the Securities and Exchange Commission.

The Expiration Date and the Early Tender Premium Deadline for each
trust preferred security accepted in accordance with the terms of
the Exchange Offer, previously scheduled for 11:59 p.m., Eastern
time, on Tuesday, June 1, 2010, have each been extended to 11:59
p.m., Eastern time, on Tuesday, June 22, 2010, unless further
extended or earlier terminated.   Except for the extension of the
Expiration Date and the Early Tender Premium Deadline, the terms
and conditions of the Exchange Offer are unchanged.

"We believe a high level of participation in the Exchange Offer by
holders of trust preferred securities issued by IBC Capital
Finance II (Nasdaq:  IBCPO) is critical to our ability to
successfully implement our capital restoration plan.  We continue
to exercise our right to defer quarterly payments on all of our
trust preferred securities and do not anticipate resuming such
payments at any time in the near future, regardless of the level
of participation in the Exchange Offer or the timing of completion
of the Exchange Offer.  Our capital restoration plan and the
importance to us of the Exchange Offer are described in the
prospectus sent to holders of the trust preferred securities," the
Company says.

As of 4:00 p.m., Eastern time, on May 27, 2010, 298,489 shares
(which represents an aggregate liquidation amount of $7.5 million)
of the trust preferred securities issued by IBC Capital Finance II
(Nasdaq: IBCPO) had been tendered in connection with the Exchange
Offer. D.F. King & Co., Inc. is acting as exchange agent and
information agent for this transaction.  For further details
please contact D.F. King & Co., Inc. at (800) 431-9643 or, for
bankers and brokers, at (212) 269-5550 (Collect).

As reported in the Troubled Company Reporter on Nov. 9, 2009,
Independent Bank Corporation elected to defer interest payments to
the holders of the trust preferred shares, and is not making those
payments.  In December, The Nasdaq Stock Market warned the company
that it was in danger of falling out of compliance with exchange
rules.

Independent Bank Corporation (Nasdaq: IBCP) is a Michigan-based
bank holding company with total assets of approximately
$3 billion.  Founded as Third National Bank of Ionia in 1864,
Independent Bank Corporation now operates over 100 offices across
Michigan's Lower Peninsula through one state-chartered bank
subsidiary.  This subsidiary (Independent Bank) provides a full
range of financial services, including commercial banking,
mortgage lending, investments and title services. Independent Bank
Corporation is committed to providing exceptional personal service
and value to its customers, stockholders and the communities it
serves.

In Jan. 2009, Fitch assigned its low-B ratings to Independent Bank
Corporation when the bank holding company accepted funds under the
U.S. Treasury Department's Capital Purchase Program.  Moody's
Investor Service cut the bank's financial strength rating to D
with a negative outlook in Feb. 2009, and then withdrew the rating
(meaning Moody's no longer monitors the bank) a month later.


INSIGHT MIDWEST: Moody's Affirms 'B1' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service affirmed its ratings for Insight Midwest
Holdings, LLC ("Insight Midwest" or the company), including the B1
Corporate Family Rating, B2 Probability of Default Rating and B1
Senior Secured Bank Debt Ratings, as outlined below.  The rating
outlook, however, was changed to Stable from Positive given
Moody's revised expectation that financial leverage may increase
modestly and remain more elevated than previously expected
following the recently completed exchange and tender for shares
coupled with heightened risk of potential future shareholder-
friendly transactions.

Affirmations:

Issuer: Insight Midwest Holdings, LLC

  -- Corporate Family Rating, B1

  -- Probability of Default Rating, B2

  -- $260 million Sr Sec Bank Revolving Credit Facility due 2012,
     B1 (LGD3 - 30%)

  -- $385 million ($215 million remaining) Sr Sec Bank Term Loan A
     due 2013, B1 (LGD3 - 30%)

  -- $1.8 billion ($1.2 billion remaining) Sr Sec Term Loan B due
     2014, B1 (LGD3 - 30%)

The rating outlook has been revised to Stable from Positive.

The B1 CFR continues to broadly reflect the business and financial
risks associated with the company's high financial leverage,
comparatively low operating cash flow margins, and expectations of
an increasingly competitive operating environment, all of which
are exacerbated by the company's relatively small scale.  The
rating also continues to be somewhat constrained by uncertainties
related to the company's financial sponsor ownership structure and
corresponding fiscal policies, which are deemed to be driven by a
more shareholder- vs. creditor-friendly bias.  These risks are
somewhat mitigated, however, by the relative stability of the pay
TV distribution business, generally solid (ex-margins) operating
performance and the correspondingly strong deemed underlying
enterprise value associated with the company's well-clustered
cable systems.  The company's deemed good liquidity profile also
lends support to its ratings.

Given Moody's expectation that leverage will remain elevated over
the intermediate term, the likelihood of an upgrade of the CFR to
Ba3 has reduced.  Nevertheless, Moody's believes that Insight's
fundamental strengths as cited above should allow the company to
remain solidly positioned in the B1 rating category.  Debt-to-
EBITDA leverage of 5.2x at 3/31/2010 (5.5x pro-forma for the share
repurchase), incorporating Moody's standard adjustments, is
moderately high for the rating category and a company of Insight's
size, but Moody's expect leverage could drop to a more modest sub-
5x level in 2011 as EBITDA grows with continued RGU growth.

The revised stable rating outlook incorporates Moody's expectation
that Insight will continue to generate good levels of free cash
flow and will maintain debt-to-EBITDA leverage of no higher than
5.5x, as mid-to-high single-digit growth rates of revenue are
realized and EBITDA continues to grow, supporting the ability to
organically further delever over time.  The stable rating outlook
inherently assumes that the company will maintain a good liquidity
profile and refrain from any large debt-financed shareholder
distributions.

The last rating action was on April 29, 2008 when Moody's assigned
a B1 CFR to Insight Midwest and revised the rating outlook to
positive from stable.

Insight Midwest Holdings, LLC, a wholly-owned indirect operating
subsidiary of Insight Communications Company, Inc., is a domestic
cable TV multiple system operator serving nearly 722,700 basic
video subscribers, mainly in Kentucky and in parts of Indiana and
Ohio.  The company generated revenues of approximately
$980 million in 2009.


INTERMETRO COMMS: Earns $1.1 Million in Q1 2010
-----------------------------------------------
InterMetro Communications, Inc., filed its quarterly report on
Form 10-Q, reporting net income of $1,116,000 on $5,919,000 of
revenue for the three months ended March 31, 2010, compared with a
net loss of $1,607,000 on $6,126,000 of revenue for the same
period of 2009.

The Company's balance sheet as of March 31, 2010, showed
$5,153,000 in assets and $24,461,000 of liabilities, for a
stockholders' deficit of $19,308,000.

The Company has a history of losses.  In addition, the Company had
total shareholders' deficit of $19,308,000 and a working capital
deficit of $20,326,000 as of March 31, 2010.  The Company
anticipates it will not have sufficient cash flows to fund its
operations in the near term and through fiscal 2010 without the
completion of additional financing.

The report from the Company's independent registered public
accounting firm states that there is 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?6372

Simi Valley, Calif.-based InterMetro Communications, Inc. is a
Nevada corporation which, through its wholly owned subsidiary,
InterMetro Communications, Inc. (Delaware), is engaged in the
business of providing voice over Internet Protocol communications
services.  The Company owns and operates state-of-the-art VoIP
switching equipment and network facilities that are utilized to
provide traditional phone companies, wireless phone companies,
calling card companies and marketers of calling cards with
wholesale voice and data services, and voice-enabled application
services.


INTERNATIONAL AEROSPACE: Posts $538,500 Net Loss in Q1 2010
-----------------------------------------------------------
International Aerospace Enterprises, Inc., filed its quarterly
report on Form 10-Q, reporting a net loss of $538,500 for the
three months ended March 31, 2010, compared with a net loss of
$1,371,024 for the same period of 2009.  International Aerospace
Enterprises did not generate any sales for the three months ended
March 31, 2010 and 2009.

The Company's balance sheet as of March 31, 2010, showed
$1,149,617 in assets and $4,557,796 of liabilities, for a
shareholders' deficit of $3,408,179.

Turner, Jones & Associates, PLLC, in Vienna, Virginia, expressed
substantial doubt about International Aerospace Enterprises,
Inc.'s ability to continue as a going concern.  The independent
auditors noted that for the year December 31, 2009, and 2008, the
Company has incurred operating losses of $2,680,423 and
$1,535,322, respectively.  In addition, the Company has a
deficiency in stockholder's equity of $3,059,839 and $3,462,694 at
December 31, 2009 and 2008, respectively.

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

               http://researcharchives.com/t/s?6370

Carson City, Nev.-based International Aerospace Enterprises, Inc.
specializes in the sale and marketing of military aircraft spare
parts on a worldwide basis.  IAE is an aviation support specialist
company with headquarters in Carson City,  Nevada and a military
aircraft spare parts warehouse outside of the Los Angeles
California.  International Aerospace Enterprises, Inc., serves the
needs of both the commercial and military side of the aerospace
industry in the United States and internationally.


INTERTAPE POLYMER: Plans to Make Normal Course Issuer Offer
-----------------------------------------------------------
Intertape Polymer Group Inc. announced May 20 that it intends to
make a normal course issuer bid.  Under the normal course issuer
bid, Intertape will be entitled to repurchase for cancellation up
to 2,947,552 common shares over a twelve-month period,
representing 5% of Intertape's issued and outstanding common
shares.  The purchases by Intertape will be effected through the
facilities of the Toronto Stock Exchange and will be made at the
market price of the common shares at the time of the purchase.  As
at May 17, 2010, there were 58,951,050 Intertape common shares
issued and outstanding.

During the most recently-completed six months, the average daily
trading volume for Intertape's common shares on the TSX was 59,113
shares. Consequently, under the rules and policies of the TSX,
Intertape will have the right to repurchase, during any one
trading day, a maximum of 14,778 common shares, representing 25%
of the average daily trading volume.  In addition, Intertape may
make, once per calendar week, a block purchase of common shares
not directly or indirectly owned by insiders of Intertape, in
accordance with the rules and policies of the TSX.

The Board of Directors of Intertape considers that the repurchase
of shares at certain market prices constitutes an appropriate use
of financial resources and will be beneficial to Intertape and its
shareholders.

Any purchases made pursuant to the normal course issuer bid will
be made in accordance with the rules and policies of the Toronto
Stock Exchange.  Intertape will make no purchases of common shares
other than open market purchases during the period of the normal
course issuer bid.  To the knowledge of Intertape, no director or
officer of Intertape intends to sell Intertape shares while the
normal course issuer bid is in effect.

During the last twelve months, Intertape did not purchase any
shares pursuant to a normal course issuer bid.

The normal course issuer bid is subject to the approval of the
Toronto Stock Exchange.

                 About Intertape Polymer Group

Intertape Polymer Group Inc. (TSX:ITP) (NYSE:ITP) develops and
manufactures specialized polyolefin plastic and paper based
packaging products and complementary packaging systems for
industrial and retail use.  Headquartered in Montreal, Quebec and
Sarasota/Bradenton, Florida, the Company employs approximately
2,100 employees with operations in 17 locations, including 13
manufacturing facilities in North America and one in Europe.

                           *     *     *

As reported by the Troubled Company Reporter on April 6, 2009,
Standard & Poor's Ratings Services lowered its ratings, including
its corporate credit rating, to 'CCC+' from 'B' on Intertape
Polymer Group Inc. and related entities.  At the same time, S&P
removed the ratings from CreditWatch with negative implications,
where S&P placed them on March 23, 2009.  The outlook is negative.


INX INC: Gets Credit Agreement Waiver and Deficiency Notice
-----------------------------------------------------------
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 ("CPC"),
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.


ISP CHEMCO: Bank Debt Trades at 6% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which ISP Chemco, LLC,
is a borrower traded in the secondary market at 94.30 cents-on-
the-dollar during the week ended Friday, May 28, 2010, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This shows a drop of 1.95 percentage points from
the previous week, The Journal relates.  The Company pays 175
basis points above LIBOR to borrow under the facility.  The bank
loan matures on May 23, 2014, and carries Moody's Ba3 rating and
Standard & Poor's BB- rating.  The debt is one of the biggest
gainers and losers among 179 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

ISP Chemco, LLC, headquartered in Wayne, New Jersey, manufactures
specialty chemicals and industrial chemicals and is part of a
group of companies which is a beneficially owned by Samuel Heyman.
Revenues for the twelve months ending April 5, 2009, were $1.3
billion.


JAMES RIVER: Moody's Upgrades Corporate Family Rating to 'Caa2'
---------------------------------------------------------------
Moody's Investors Service upgraded James River Coal Company's
ratings, including the Corporate Family Rating which was raised to
Caa2 from Caa3.  This action concludes the review initiated on
December 7, 2009.  The rating outlook is stable.  The speculative
grade liquidity rating remains SGL-2.

The upgrade of the CFR and the affirmation of the SGL-2 rating
reflect JRCC's improved liquidity profile and Moody's expectation
for the company to maintain good performance over the near-term.
JRCC reported $153 million of unrestricted cash and approximately
$32 million of restricted cash at March 31 - most of which results
from the $172.5 million issuance of convertible notes in November
2009.  In addition to the large cash balance, the ratings benefit
from Moody's expectation that JRCC should generate sufficient
positive funds from operations over the next twelve months to
cover its working capital and capital expenditure needs.  Given
cash costs in the mid-$60 per ton range for its Central
Appalachian mining operations, Moody's believes JRCC's CAPP
production may not be economical in the current market environment
where spot prices are in the low to mid $60 per ton range.
However, JRCC has contracted over 5.9 million CAPP tons for
delivery in 2010 at an average price of $94.80 per ton and
2.4 million tons at a price of $121.21 per ton for delivery in
2011.  This should help drive positive free cash flow despite
Moody's expectation that some uncontracted production may be sold
at prices well below existing contracts in order to preserve the
company's overall economics.

The Caa2 CFR incorporates Moody's concerns about the potential for
significant operating and financial risk over the intermediate
term.  In Moody's opinion, the company's asset base of small,
thin-seam coal mines presents an ongoing challenge to meet
production targets due to difficult geologic conditions.  This
results in the company's high cash cost per ton cost structure and
its dependence on high priced contracts.  As contracts roll off
beginning in 2011, Moody's remains concerned about whether pricing
will be sufficient to support operations without additional
capital.  JRCC funded operating losses throughout 2007 and 2008
with new capital from the debt and equity markets without which
the company would likely have been challenged to maintain its
operations.

The stable rating outlook assumes that JRCC will maintain a good
liquidity position over the next twelve to eighteen months.
Absent an improvement to the cost structure, the outlook is
predicated on JRCC maintaining at least $75 million of
unrestricted cash.

As a consequence of a change in the capital structure including
the introduction of senior convertible notes, JRCC's senior
unsecured notes are being raised to Caa1 from Ca.  This is a
function of the Loss Given Default Methodology and the structural
subordination of the new convertible notes relative to the senior
unsecured notes due to the lack of guarantees from the operating
companies.

Ratings affected by the actions include:

* Corporate Family Rating raised to Caa2 from Caa3

* Probability of Default Rating raised to Caa2 from Caa3

* $150 million 9.375% Sr Unsecured Notes due 2012 raised to Caa1
  (LGD 3; 42%) from Ca (LGD 4; 68%)

* Outlook Stable

* Speculative Grade Liquidity rating remains SGL-2

The last rating action was on December 7, 2009, when the ratings
of James River Coal Company were placed under review for upgrade.

Headquartered in Richmond, Virginia, James River Coal Company is
engaged in the mining and marketing of steam and industrial coal.
The company operates six mining complexes in Central Appalachia
and the Illinois Basin.  Revenue was approximately $670 million
for the twelve month period ending March 31, 2010.


JAMESTOWN LLC: Section 341(a) Meeting Scheduled for June 18
-----------------------------------------------------------
The U.S. Trustee for Region 10 will convene a meeting of
Jamestown, LLC's creditors on June 18, 2010, at 1:30 p.m..  The
meeting will be held at Jury Assembly Room, 222 N. John Q Hammons
Pkwy, Springfield, MO.

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.

Springfield, Missouri-based Jamestown, LLC, filed for Chapter 11
bankruptcy protection on May 17, 2010 (Bankr. W.D. Mo. Case No.
10-61187).  M. Brent Hendrix, Esq., who has an office in
Springfield, Missouri, assists the Company in its restructuring
effort.  According to the schedules, the Company says that assets
total $15,700,000 while debts total $8,471,000.


JAPAN AIRLINES: Bares FY2010 Route, Flight and Fleet Plans
----------------------------------------------------------
Japan Airlines announces that revisions will be made to a part of
the route, flight frequency and fleet plan for the first half of
fiscal year 2010, and decided on plans for the second half of the
year ending March 31, 2011.

JAL has restructured its overall network with the clear objective
of returning to profitability as swiftly as possible by creating a
solid business model that can withstand the fluctuations in
economic conditions and by generating profits without overly
relying on future traffic demand.  This plan includes the
retirement of the Boeing 747-400 and Airbus 300-600 aircraft by
the end of this fiscal year, bold withdrawal from several overseas
regions, and the drastic contraction in the size of operations. It
is formulated to achieve within one year, substantial reductions
in the airline's fixed costs, a target which was initially planned
to be accomplished over a period of 3 years.

The airline has decided to discontinue services on 15
international routes with 86 weekly roundtrip flights, as well as
on 30 domestic routes with a maximum of 58 daily roundtrip
flights.  Totaling the changes made since fiscal year 2009, JAL
will end operations on 28 international routes with the closure of
11 overseas bases while domestically, 50 routes will be terminated
along with eight offices.  The international and domestic
passenger capacity will as a result be reduced by 40% and 30%
respectively compared to levels in fiscal year 2008.

The extent to which the route and flight frequency plan has been
streamlined is vital to achieving a swift revival of the JAL
Group.  JAL seeks the understanding of its customers who will be
inconvenienced by the changes announced.

A. INTERNATIONAL PASSENGER

While the overall scale of the airline's international passenger
operations will shrink by 40%, JAL will greatly expand the use of
Haneda airport for international flights to maintain a global
network with a focus on pivotal routes that can yield higher
business demand.

Strengthening Narita Airport's Hub Function

JAL will leverage on Narita airport as a global hub that serves
excellently as a link between North America and Asia, and through
detailed planning of flight schedules, provide transit passengers
with much smoother transfers and convenience.  Furthermore, with
the use of JAL's feeder services, it is convenient for passengers
to connect between international flights at Narita and key
domestic locations in Japan.

                 Strengthening of International
                       Flights at Haneda

Capitalizing on Haneda airport's strategic location, Japan
Airlines plans to almost triple the number of international
flights operating out from the airport that is conveniently
situated in metropolitan Tokyo, from the current 5 daily flights
to 14.  In addition to the current short-haul flights within Asia
operating during the convenient afternoon time belt, JAL intends
to utilize late night and early morning slots at the airport to
launch new routes to San Francisco, Honolulu, Paris and Bangkok.
JAL aims to construct a well-balanced network by teaming high-
traffic services from Haneda to the Americas, Europe and Asia,
with its comprehensive connections to regions throughout Japan.

           Options at Kansai, Osaka and Chubu, Nagoya

While JAL maintains its forte in operating short-haul Asia flights
and flights to Honolulu from Kansai and Chubu airports, the
airline plans to advance with the use of smaller aircraft to
improve profitability.  The aircraft configuration of Boeing 737-
800 on the thriving Kansai=Gimpo route however, will be changed
from a 144-seater to one with a capacity for 176 in order to
capture the healthy demand on that route.

B. DOMESTIC PASSENGER

Aimed at improving profitability of the business in the face of
low traffic demand, domestic passenger operations will be reduced
by 30% in capacity, achieved through flight discontinuations and
frequency reductions on underperforming routes and by means of
using smaller, more efficient jets.

A schedule of JAL's international and domestic flight plans is
available for free at:

       http://press.jal.co.jp/en/release/201004/001531.html

                      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: Proposes to Revise Cargo Fuel Surcharge for June
----------------------------------------------------------------
Japan Airlines has applied to the Japanese Ministry of Land,
Infrastructure, Transport and Tourism to revise from June 1, 2010,
its international cargo fuel surcharge for flights departing from
Japan only.

Since April 1, 2009, JAL started adjusting its cargo fuel
surcharge levels on a monthly basis by using the one-month average
fuel price of Singapore kerosene of the month before last. As the
average fuel price of Singapore kerosene for the month of April in
2010 was US$94.84 per barrel, the benchmark fuel price used for
calculation of the fuel surcharge level in June will be within the
range of US$90.00 to US$94.99 per barrel.

The international cargo fuel surcharge will therefore increase on
long-haul international routes from 80 yen per kg to 87 yen, on
medium-haul international routes from 69 yen per kg to 75 yen, and
on short-haul routes from 58 yen per kg to 63 yen accordingly.

A schedule for JAL's June 2010 Cargo Fuel Surcharge is available
for free at:

    http://press.jal.co.jp/en/release/201005/001546.html

                      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: To Kee Int'l Fuel Surcharge for July-Sept.
----------------------------------------------------------
The JAL Group will maintain the current level of fuel surcharge
for all international passenger tickets issued between July and
September, 2010.

The price of Singapore kerosene-type jet fuel during the 3 month
period from February 2010 to April 2010 averaged US$88.51 per
barrel.  With reference to the fuel surcharge benchmark list for
the fiscal year of 2010, this remains corresponding to Zone C
where fuel surcharges range from 500 yen on a Japan-Korea ticket
to 13,500 yen on a Japan-Brazil ticket per person per sector
flown, on tickets purchased in Japan.  This level of surcharge
will be applied to all international passenger tickets issued
between July 1, and September 30, 2010.

The company continues to conduct such countermeasures as
introducing more fuel-efficient, small and medium-sized aircraft
to its fleet, to minimize the full impact of high fuel prices.

Despite these measures, the company remains reluctantly obliged to
ask its international passengers to bear part of the burden caused
by the increase in the price of fuel.

A schedule of fuel surcharges from July 1 to September 30, 2010 is
available for free at:

       http://press.jal.co.jp/en/release/201005/001550.html

                      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)


JERRY R. BUDD: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Jerry R. Budd, Inc.
        4531 Alderman Road
        Bowling Green, FL 33834

Bankruptcy Case No.: 10-12524

Chapter 11 Petition Date: May 26, 2010

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

Judge: K. Rodney May

Debtor's Counsel: Matthew J. Kovschak, Esq.
                  P.O. Box 989
                  Bartow, FL 33831-0989
                  Tel: (863) 285-6808
                  E-mail: mjkovschak@aol.com

Estimated Assets: $0 to $50,000

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

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

The petition was signed by Jerry R. Budd, president.


JNL FUNDING: Section 341(a) Meeting Scheduled for June 18
---------------------------------------------------------
The U.S. Trustee for Region 2 will convene a meeting of JNL
Funding Corp.'s creditors on June 18, 2010, at 11:00 a.m..  The
meeting will be held at Room 563, 560 Federal Plaza, CI, NY.

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.

Farmingdale, New York-based JNL Funding Corp. filed for Chapter 11
bankruptcy protection on May 14, 2010 (Bankr. E.D.N.Y. Case No.
10-73724).  Anthony F. Giuliano, Esq., at Pryor & Mandelup,
assists the Company in its restructuring effort.  The Company
estimated its assets and debts at $50,000,001 to $100,000,000.


JOE KUDOGLANYAN: Case Summary & 4 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Joe Kudoglanyan
        3165 Buckinham Rd
        Glendale, CA 91206
        Tel: (213) 223-2085

Bankruptcy Case No.: 10-31202

Chapter 11 Petition Date: May 26, 2010

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

Judge: Barry Russell

Debtor's Counsel: Aurora Talavera, Esq.
                  The Aurora Law Group
                  633 W 5th St Ste 26066
                  Los Angeles, CA 90071
                  Tel: (213) 223-2085
                  Fax: (213) 596-3737

Scheduled Assets: $867,600

Scheduled Debts: $1,297,000

A list of the Company's 4 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb10-31202.pdf

The petition was signed by Joe Kudoglanyan.


JOHN HENRY: Moody's Affirms 'B2' Rating on $212 Mil. Notes
----------------------------------------------------------
Moody's Investors Service affirmed the B2 rating on the first lien
credit facility of John Henry Holdings, Inc., a wholly-owned
subsidiary of Multi Packaging Solutions, Inc., after JHH reduced
the credit facility's size to $212.5 million from the proposed
size of $245 million.  At the same time, Moody's affirmed JHH's B2
Corporate Family Rating, while raising the Probability of Default
Rating to B2 from B3 in accordance with Moody's Loss Given Default
methodology.  The ratings outlook remains stable.

On May 13, 2010, JHH closed on its previously announced
recapitalization.  As part of the revisions to the original
proposal, the first lien credit facility was reduced to
$212.5 million from $245 million and a smaller portion of the
mezzanine notes (unrated by Moody's) was redeemed.  The dividend
to holders of JHH's preferred stock was lowered to $65 million
from $80 million, with an option to pay the remaining $15 million
dividend subsequent to June 30, 2010 provided certain cash and
revolver conditions are met.

The revised capital structure lowers reported debt by roughly
$15 million.  However, available liquidity will be reduced going
forward as a result of less favorable terms such as higher pricing
and a significant level of required annual debt amortization (5%).
If stipulations are met and the remaining $15 million dividend is
paid, the company's cash balance will be very modest immediately
thereafter.

Nonetheless, JHH's credit metrics and liquidity profile are
expected to support the B2 CFR over the intermediate term.  Recent
operating results have mostly met expectations in the face of a
difficult macroeconomic environment, highlighting the recession-
resistant nature of a number of JHH's products (e.g.
pharmaceutical consumer products).  Internally generated cash flow
is expected to adequately cover the company's near-term cash
requirements with only modest to no revolver reliance anticipated.
The ratings continue to be constrained by JHH's relatively small
revenue size, acquisitive nature and equity-friendly financial
policies.

Moody's affirmed these ratings of John Henry Holdings, Inc., and
revised the LGD point estimate as noted:

* $30 million first lien revolver due 2015, B2 / LGD3 (to 48% from
  35%)

* $182.5 (from $215) million first lien term loan due 2016, B2 /
  LGD3 (to 48% from 35%);

* Corporate Family Rating, B2

Moody's raised this rating:

* Probability of Default Rating, to B2 from B3

Moody's withdrew these ratings subsequent to the completion of the
recapitalization:

* $30 million first lien senior secured revolver due 2011, B1
  (LGD3, 36%);

* $99 million first lien senior secured term loan due 2012, B1
  (LGD3, 36%);

* $22 million second lien senior secured term loan due 2012, B3
  (LGD5, 73%).

The last rating action on JHH occurred on March 26, 2010, when
Moody's affirmed JHH's B2 CFR and rated the proposed credit
facility B2.

John Henry Holdings, Inc., is a leading print and packaging
company for the healthcare, horticultural, media, and value-added
consumer markets.  Headquartered in New York City, the company is
privately held and reported revenues of $500 million in the twelve
months ended March 31, 2010.


JPMCC 2002-CIBC4: Section 341(a) Meeting Scheduled for June 21
--------------------------------------------------------------
The U.S. Trustee for Region 7 will convene a meeting of JPMCC
2002-CIBC4 Highland Retail, LLC's creditors on June 21, 2010, at
2:00 p.m..  The meeting will be held at Austin Room 118, Homer
Thornberry Building, 903 San Jacinto, Austin, TX 78701.

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.

Miami Beach, Florida-based JPMCC 2002-CIBC4 Highland Retail, LLC,
filed for Chapter 11 bankruptcy protection on May 12, 2010 (Bankr.
W.D. Texas Case No. 10-11331).  Charles R. Gibbs, Esq., at Akin,
Gump, Strauss, Hauer, & Feld, assists the Company in its
restructuring effort.  The Company listed $10,000,001 to
$50,000,000 in assets and $500,001 to $1,000,000 in debts.


KIEBLER RECREATION: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Kiebler Recreation, LLC
        dba Peek'n Peak Resort
        1405 Old Road
        Findley Lake, NY 14736

Bankruptcy Case No.: 10-15099

Chapter 11 Petition Date: May 26, 2010

Court: United States Bankruptcy Court
       Northern District of Ohio (Cleveland)

Debtor's Counsel: Robert C. Folland, Esq.
                  Thompson Hine LLP
                  127 Public Sq
                  3900 Key Center
                  Cleveland, OH 44114-1216
                  Tel: (216) 566-5500
                  Fax: (216) 566-5800
                  E-mail: rob.folland@thompsonhine.com

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

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

The petition was signed by Paul E. Kiebler IV, company's
president.

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

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Kiebler Slippery Rock, LLC             09-19087    09/25/09


KIRAN INDUSTRIES: Case Summary & Largest Unsecured Creditor
-----------------------------------------------------------
Debtor: Kiran Industries Corporation
        1835 North Keystone Street
        Burbank, CA 91504

Bankruptcy Case No.: 10-31304

Chapter 11 Petition Date: May 26, 2010

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

Judge: Ernest M. Robles

Debtor's Counsel: Marc Weitz, Esq.
                  Law Office of Marc Weitz
                  633 W 5th St, Ste 2800
                  Los Angeles, CA 90071
                  Tel: (213) 223-2350
                  Fax: (213) 784-5407
                  E-mail: marcweitz@weitzlegal.com

Scheduled Assets: $1,550,000

Scheduled Debts: $634,493

In its list of 20 largest unsecured creditors, the Company placed
only one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Los Angeles County                               $30,000
Tax Assessor
500 W. Temple St. Room 225
Los Angeles, CA 90012

The petition was signed by Ram Singh, managing director.


LEHMAN BROTHERS: $794 Million Already Paid to Firms as of April 30
------------------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors
disclosed these cash receipts and disbursements for the month
ended April 30, 2010:

Beginning Cash & Investments (04/01/10) $13,976,000,000
Total Sources of Cash                     1,110,000,000
Total Uses of Cash                         (431,000,000)
FX Fluctuation                               (6,000,000)
                                        ---------------
Ending Cash & Investments (04/30/10)    $14,649,000,000

LBHI reported $2.346 billion in cash as of April 1, 2010 and $2.4
billion in cash as of April 30, 2010.

The monthly operating report also showed that from September 15,
2008 to April 30, 2010, a total of $794,084,000 had been paid to
professionals, including ordinary course professionals employed
by the Debtors, the Official Committee of Unsecured Creditors,
the Chapter 11 examiner and the Fee Examiner.  Of the amount,
Alvarez & Marsal LLC, the Debtors' turnaround manager, raked in
$277,399,000, while Weil Gotshal & Manges LLP, the Debtors' lead
bankruptcy counsel, earned $182,271,000.

A full-text copy of the April 2010 Operating Report is available
for free at http://bankrupt.com/misc/LehmanMORApril2010.pdf

                       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)



LEHMAN BROTHERS: Gets Nod to Restructure Archstone Facility
-----------------------------------------------------------
Prior to their bankruptcy, Lehman Brothers Holdings Inc. and its
affiliated debtors made equity investments and loans in
connection with the leveraged buyout of Archstone-Smith Trust, a
publicly-traded real estate investment trust.

Through their affiliates, the Debtors acquired about 47% of the
controlling common equity interests in Archstone.  Affiliates of
Barclays Capital Real Estate Inc. and Bank of America N.A. hold
about 47% of those interests.  In total, affiliates of the
Debtors, BofA and Barclays invested about $4.8 billion into the
common equity of Archstone, with $2.4 billion attributable to the
Debtors' indirect interests.

In connection with the acquisition, Lehman Paper Commercial Inc.,
BofA and Barclays provided secured financing to Archstone.  As of
March 31, 2010, LCPI holds a beneficial interest of about $2.5
billion of the financing while the other two hold, in the
aggregate, about $2.8 billion of the secured debt.

LCPI, Barclays and BofA originally contemplated that Archstone
would generate sufficient funds to repay the financing through
property sales and operations.  However, Archstone has found it
difficult to generate the revenues or property sales necessary to
meet its liabilities due to a decline in the state of the real
estate market, resulting in Archstone's need for additional
liquidity.

In order to preserve the value of their debt and equity
investments, LCPI Barclays and BofA modified the terms of the
financing in accordance with a January 28, 2009 court order.  As
part of the initial loan modification, they committed an
additional $485 million, plus available letters of credit, as new
priority financing to offset Archstone's cash shortfalls.

Among other things, the initial loan modification was intended to
provide Archstone with additional time to generate revenues
through asset sales and to preserve the stake of LCPI, BofA and
Barclays.

In light of current economic conditions and the state of the real
estate market, the Debtors plan to implement a more comprehensive
restructuring of the acquisition financing and the $485 million
financing to improve Archstone's cash flow and liquidity on a
long term basis, according to the Debtors' attorney, Shai
Waisman, Esq., at Weil Gotshal & Manges LLP, in New York.

The restructuring principally consists of the conversion of about
$5.2 billion of the acquisition financing into classes of new
equity interests entitled to a preferred return; the conversion
of the $485 million financing to a new revolving facility; and
extensions of the maturity dates of the $485 million financing
and the portion of acquisition financing not subject to the so-
called "equity conversion."

                       Equity Conversion

About $2.4 billion of the $2.5 billion of the acquisition
financing currently beneficially held by LCPI or its affiliates
will be converted to preferred equity.  This equity conversion
involves multiple tranches of debt, each to be converted to a
separate class of new equity interests entitled to a preferred
return.

The Debtors propose that these loans of which the acquisition
financing is comprised should be converted into separate classes
of new equity interests:

  (1) about $970 million of the mezzanine loans;

  (2) about $250 million of a corporate loan comprised of a
      revolving credit facility;

  (3) about $948 million of the corporate loan known as Term
      Loan A; and

  (4) about $3 billion of the corporate loan known as Term
      Loan B.

The new equity interests will have preferred returns
substantially similar to the existing interest rates of the
converted loans but no set redemption date.  The Debtors will
beneficially own the same percentage of new equity interests as
the percentages of their current interests in the converted
loans.

The priority of the new equity interests is intended to reflect
the priority of the converted loans and, as a result, rank senior
to existing preferred equity interests in Archstone, according to
Mr. Waisman.

                 Post-Restructuring Financing

After the equity conversion, the entire outstanding amount of
about $198 million that was loaned off under an October 5, 2007
credit agreement, and existing collateral structure will remain
in place.  The maturity date for the loan will be extended from
June 1, 2010 to July 1, 2011, which may or may not be subject to
additional yearly maturity extensions until April 1, 2015,
subject to agreement by LCPI, BofA and Barclays.

The October 5 credit agreement is one of the agreements executed
in connection with the acquisition financing.

About $237 million of the corporate loans will remain outstanding
as a new fully-funded term loan.  This new term loan will not
amortize prior to maturity, and payments of accrued interest due
will not be capitalized until maturity.  Moreover, the $485
million financing, plus certain outstanding letters of credit,
will be converted into a new multiple-tranche revolving credit
facility in the maximum principal amount of about $596 million.

The new term loan and the new revolving credit facility will have
maturity dates of up to five years from the closing date of the
restructuring, subject to agreement by LCPI, BofA and Barclays.

"The Debtors believe that the restructuring is the best solution
to stabilize Archstone's balance sheet, minimize the need for
additional owner capital infusions and preserve the Debtors and
their affiliates' substantial investment in Archstone's
business," Mr. Waisman said in court papers.

In light of this, the Debtors sought and obtained an order from
the U.S. Bankruptcy Court for the Southern District of New York
authorizing them to enter into definitive documents in accordance
with the proposed terms and consummate all transactions being
contemplated including the restructuring.

In response to the requests of Aurora Bank FSB and Woodlands
Commercial Bank, the Court ruled that the rights to, interests in
or liens against the acquisition financing currently held by the
banks will attach to and be deemed of continuing force and effect
with respect to the new equity interests to which the banks'
rights, interests or liens are converted.

Aurora Bank, an indirect wholly owned non-debtor subsidiary of
LBHI, demanded that the Debtors pledge to the bank the preferred
stock for which Archstone's collateral is exchanged and take all
actions necessary for the bank to perfect its security interest
in the preferred stock.  Woodlands, a non-debtor affiliate of
LBHI, demanded adequate protection of its interests by granting
it a first priority perfected security interest in the shares of
preferred stock.

Mr. Waisman said the restructuring agreement requires the support
of Barclays and BofA before it can go into effect.  He said that
BofA backs the deal while Barclays has not yet agreed to it,
according to a report by Bloomberg News.

                       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)


LEHMAN BROTHERS: Proposes to Transfer $262.5MM to Rosslyn
---------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors seek
court approval to transfer about $262.5 million to Rosslyn LB
Syndication Partner LLC.

LBHI made the move to repay mortgage loans encumbering property
in which the company and Lehman Commercial Paper Inc. hold stake.
The mortgage loans are set to mature in July 2010.

Rosslyn Syndication Partners JV LP, a joint venture in which
Rosslyn LB holds 78.5% stake, intends to issue a capital call to
its partners to obtain the necessary funds to repay the maturing
mortgage loans.

Rosslyn LB, however, does not have the funds necessary to pay its
portion of the capital call.  Other partners in the joint venture
may not also have the funds for their portions, according to
Alfredo Perez, Esq., at Weil Gotshal & Manges LLP, in Houston,
Texas.

LCPI is currently holding funds in excess of the amount required
for the capital call in which the special purpose securitization
vehicles, Restructured Asset Securities with Enhanced Returns
Series 2007-A Trust and 2007-7-MM Trust, have certain rights.

"So that such funds may be applied to the capital call, LBHI, as
the direct or indirect sole holder of the notes issued by, and
all of the equity interests in (SPSVs), requests authority to
direct LCPI to transfer the funds necessary for the capital call
to Rosslyn LB," Mr. Perez says in court papers.

The Court will consider approval of the proposed transfer at the
June 16, 2010 hearing.  Deadline for filing objections is June 9,
2010.

                       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)


LEHMAN BROTHERS: Seeks Nod to Deliver Notes Acceleration Notices
----------------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors seek a
court order authorizing holders of notes issued by Lehman
Brothers Treasury Co. B.V. to deliver notices of acceleration
concerning those notes.

The Debtors made the move in light of the March 22, 2010 decision
handed down by the U.S. Bankruptcy Court for the Southern
District of New York.  The ruling authorized Merrill Lynch
International to deliver a notice of acceleration to LBHI
concerning the notes that LBT issued under LBHI's Euro Medium-
Term Note Program used to issue unsecured notes governed by
English laws and distributed in non-U.S. markets.

Merrill Lynch sought approval to serve the notice to accelerate
its claims against LBT, a Netherlands-based Lehman unit which was
declared bankrupt by a Dutch court in October 2008.

Richard Krasnow, Esq., at Weil Gotshal & Manges LLP, in New York,
says that given the permission granted by the Court to Merrill,
it would only be fair that other noteholders be allowed to
deliver the notices to accelerate their claims.

The Court will consider approval of the Debtors' request at the
June 16, 2010 hearing.  Deadline for filing objections is June 9,
2010.

                       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)


LEHMAN BROTHERS: Seeks Approval of State Street Suit Settlement
---------------------------------------------------------------
Lehman Paper Commercial Inc. seeks court approval of an agreement
to settle a lawsuit brought against the company by State Street
Bank and Trust Company.

State Street Bank filed the lawsuit before the U.S. Bankruptcy
Court for the Southern District of New York to seek declaration
concerning its rights under a May 1, 2007 master repurchase
agreement to ownership of a $31.2 million loan related to a
property in Madison Avenue in New York City.

The MRA was inked between LCPI and State Street bank to authorize
LCPI to sell certain assets to the bank with a simultaneous
agreement to repurchase those assets.  Lehman Brothers Holdings
Inc. guaranteed LCPI's obligations under the MRA.

Under the settlement agreement, State Street Bank agreed for a
dismissal of the lawsuit in exchange for payment from LCPI, which
represents 50% of all payments of interest, charges, proceeds of
any so-called "equity kickers" or participations in proceeds of
the sale of the collateral securing the loan or the sale of the
property.

In connection with the settlement, LBHI and State Street Bank
will execute a participation agreement, which provides for the
terms and conditions of their respective ownership interests in
the loan.  The agreement requires LBHI to assign to State Street
an undivided 50% participation interest in the loan effective as
of September 17, 2008.

Pursuant to the participation agreement, LBHI's and State Street
Bank's interests in the loan will be pari passu and of equal
priority with each other in proportion to their respective
percentage interests in the loan.

Full-text copies of the settlement agreement and the
participation agreement are available without charge at:

  http://bankrupt.com/misc/LBHI_SettlementSSB.pdf
  http://bankrupt.com/misc/LBHI_ParticipationDealSSB.pdf

Alfredo Perez, Esq., at Weil Gotshal & Manges LLP, in New York,
describes the settlement agreement a "product of extensive good-
faith, arms-length negotiation."

"Not only is LBHI able to retain the legal interest and a 50%
beneficial interest in the [loan] but the settlement agreement
enables LCPI and LBHI to avoid the costs and risks associated
with a protracted litigation," Mr. Perez says in court papers.

The Court will consider approval of LCPI's request at the
June 16, 2010 hearing.  Deadline for filing objections is June 9,
2010.

                       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)


LEHMAN BROTHERS: Seeks to Buy 2009 D&O Policy Tail Extension
------------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors seek
court approval to purchase a one-year tail extension on their
2008-2009 directors and officers insurance policy for $11.9
million.

If approved by the Court, the period during which claims may be
asserted against the 2008-2009 D&O Policy would be extended from
May 16, 2010 to May 16, 2011.

The Debtors purchased the 2008-2009 D&O Policy to cover claims
for "wrongful acts" against their directors, officers and
employees.  The policy, together with a previously purchased
extension, provides coverage in the sum of $250 million for new
claims asserted during the policy period May 16, 2008 to May 16,
2010.

Richard Krasnow, Esq., at Weil Gotshal & Manges LLP, in New York,
says that there has been much analysis and discussion regarding
potential claims that may be covered by the 2008-2009 D&O Policy
since the filing of the examiner's report.

"Unless the policy period is extended, if and when such claims
are asserted, the 2008-2009 D&O Policy proceeds will not be
available to satisfy any judgments or settlements that may become
payable to the Debtors' estates," Mr. Krasnow says in court
papers.

Less than $200,000 of proceeds has been paid out of that policy
although some claims have been asserted against the 2008-2009 D&O
Policy, according to Mr. Krasnow.

"The Debtors seek authorization to purchase the tail extension to
preserve the opportunity to recover the proceeds of the 2008-2009
D&O Policy for any claims that may be covered by the policy," he
says.  He adds that the tail extension must be purchased by June
25, 2010, to prevent a lapse of the 2008-2009 D&O Policy.

The Court will consider approval of the Debtors' request at the
June 16, 2010 hearing.  Deadline for filing objections is June 9,
2010.

                       About Lehman Brothers

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

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

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

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

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

               International Operations Collapse

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

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

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


LEVEL 3 COMMS: Bank Debt Trades at 10% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Level 3
Communications, Inc., is a borrower traded in the secondary market
at 89.80 cents-on-the-dollar during the week ended Friday, May 28,
2010, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This shows a drop of 1.83
percentage points from the previous week, The Journal relates.
The Company pays 225 basis points above LIBOR to borrow under the
facility.  The bank loan matures on March 1, 2014, and carries
Moody's B1 rating and Standard & Poor's B+ rating.  The debt is
one of the biggest gainers and losers among 179 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

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

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


LEXICON UNITED: Posts $31,482 Net Loss in Q1 2010
-------------------------------------------------
Lexicon United Incorporated filed its quarterly report on Form 10-
Q, reporting a net loss of $31,482 on $1,168,175 of revenue for
the three months ended March 31, 2010, compared with a net loss of
$241,285 on $810,145 of revenue for the same period of 2009.

The Company's balance sheet as of March 31, 2010, showed
$3,125,838 in assets and $3,164,075 of liabilities, for a
shareholders' deficit of $38,237.

The Company has an accumulated deficit of $3,067,519 and negative
working capital of $1,915,186 at March 31, 2010.

As reported in the Troubled Company Reporter on May 25, 2010,
Meyler & Company, LLC, in Middletown, N.J., expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company continues to have
negative cash flows from operations, recurring losses from
operations, and has a stockholders' deficit.

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

               http://researcharchives.com/t/s?6371

Austin, Tex.-based Lexicon United Incorporaed and its subsidiary,
ATN Capital e Participacoes Ltd., a Brazilian limited company, are
engaged in the business of purchasing, managing and collecting
defaulted consumer receivables for its own account and managing,
collecting and servicing portfolios of defaulted and charged-off
account receivables for large financial institutions in Brazil.
These receivables are acquired from consumer credit originators,
primarily credit card issuers in Brazil.


LIFECARE HOLDINGS: March 31 Balance Sheet Upside-Down by $11.6MM
----------------------------------------------------------------
LifeCare Holdings Inc. filed its quarterly report on Form 10-Q,
showing net income of $5.5 million on $94.9 million of net patient
service revenue for the three months ended March 31, 2010,
compared with a net income of $1.8 million on $95.0 million of net
patient service revenue for the same period a year earlier.

The Company's balance sheet at March 31, 2010, showed
$482.6 million in total assets and $494.3 million in total
liabilities, for a $11.6 million total stockholders' deficit.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?6365

LifeCare Holdings, Inc. -- http://www.lifecare-hospitals.com/--
based in Plano, Texas, operates 19 long-term acute care hospitals
located in nine states. Long-term acute care hospitals specialize
in the treatment of medically complex patients who typically
require extended hospitalization.


LITHIUM TECHNOLOGY: Delays Filing Form 10-Q for First Quarter
-------------------------------------------------------------
Lithium Technology Corporation said it could not timely file its
quarterly report on Form 10-Q for the period ended March 31, 2010.
The Company said it requires more time to complete its financial
statements and corresponding narratives for management's
discussion and analysis.

                     About Lithium Technology

Plymouth Meeting, Pa.-based Lithium Technology Corporation is a
global manufacturer and provider of rechargeable energy storage
solutions for diverse applications.

The Company's balance sheet as of December 31, 2009, showed
$11,468,000 in assets and $29,308,000 of debts, for a
stockholders' deficit of $17,840,000.

The Company reported a net loss of $10,510,00 on $7,371,000 of
revenue for 2009, compared with a net loss of $6,414,000 on
$4,167,000 of revenue for 2008.

Amper, Politziner & Mattia LLP, in Edison, N.J., expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company as
recurring losses from operations since inception and has a working
capital deficiency.


LLENROC HOSPITALITY: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Llenroc Hospitality, LLC
        26942 Winged Elm Dr.
        Wesley Chapel, FL 33544

Bankruptcy Case No.: 10-12607

Chapter 11 Petition Date: May 26, 2010

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

Debtor's Counsel: Bernard J. Morse, Esq.
                  Morse & Gomez PA
                  11268 Winthrop Main Street, Suite 102
                  Riverview, FL 33578
                  Tel: (813) 341-8400
                  Fax: (813) 463-1807
                  E-mail: chipmorse@morsegomez.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/flmb10-12607.pdf

The petition was signed by William Donaldson, managing member.


LYDIA CLADEK: Amends List of 20 Largest Unsecured Creditors
-----------------------------------------------------------
Lydia Cladek, Inc., filed with the U.S. Bankruptcy Court for the
Middle District of Florida amended list of its largest unsecured
creditors.

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

         http://bankrupt.com/misc/flmb10-02805_amended.pdf

St. Augustine, Florida-based Lydia Cladek, Inc., filed for Chapter
11 bankruptcy protection on April 5, 2010 (Bankr. M.D. Fla. Case
No. 10-02805).  Lawrence Lilly, Esq., who has an office in St.
Augustine, Florida, assists the Company in its restructuring
effort.  The Company estimated its assets and debts at $10,000,001
to $50,000,000.


MAGNA ENTERTAINMENT: Ken Dunn to Serve as Advisor to MID CEO
------------------------------------------------------------
Jim Freer at Bloodhorse.com reports that MI Development, parent
company of Magna Entertainment, said Ken Dunn will no longer be
president and general manager of the Hallandale Beach, Florida,
track.  Mr. Dunn will serve as advisor to Dennis Mills, chief
executive officer of MID.

                      About Magna Entertainment

Based in Aurora, Ontario, Magna Entertainment Corp. is North
America's largest owner and operator of horse racetracks based on
revenue.  The Company develops, owns and operates horse racetracks
and related pari-mutuel wagering operations, including off-track
betting facilities.  MEC also develops, owns and operates casinos
in conjunction with its racetracks where permitted by law.

MEC owns and operates AmTote International, Inc., a provider of
totalisator services to the pari-mutuel industry, XpressBet(R), a
national Internet and telephone account wagering system, as well
as MagnaBet(TM) internationally.  Pursuant to joint ventures, MEC
has a 50% interest in HorseRacing TV(R), a 24-hour horse racing
television network, and TrackNet Media Group LLC, a content
management company formed for distribution of the full breadth of
MEC's horse racing content.

Following its failure to meet obligations to lenders led by PNC
Bank, National Association, and Wells Fargo Bank, National
Association, and controlling shareholder MI Developments Inc.'s
decision not to provide further financial backing, Magna
Entertainment Corp. and 24 affiliates filed for Chapter 11 on
March 5, 2009 (Bankr. D. Del. Lead Case No. 09-10720).

Marcia L. Goldstein, Esq., and Brian S. Rosen, Esq., at Weil,
Gotshal & Manges LLP, have been engaged as bankruptcy counsel.
Mark D. Collins, Esq., L. Katherine Good, Esq., and Maris J.
Finnegan, Esq., at Richards, Layton & Finger, P.A., are the
Debtors' local counsel.  Miller Buckfire & Co. LLC is the Debtors'
investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the claims and noticing agent for the Debtors.

Magna Entertainment Corp. had total assets of $1.054 billion and
total liabilities of $947.3 million based on unaudited
consolidated financial statements as of December 31, 2008.

MI Developments Inc.'s Plan of Reorganization in respect of Magna
Entertainment Corp. and certain of its subsidiaries, jointly
proposed by MEC, MID and the Official Committee of Unsecured
Creditors of MEC became effective on April 30, 2010.  MID agreed
to pay unsecured creditors US$89 million in cash plus US$1.5
million as a reimbursement.


MARKETING WORLDWIDE: Earns $2.2 Million in Q2 Ended March 31
------------------------------------------------------------
Marketing Worldwide Corporation filed its quarterly report on Form
10-Q, reporting net income of $2,244,806 on $980,261 of revenue
for the three months ended March 31, 2010, compared with a net
loss of $862,968 on $573,939 of revenue for the three months ended
March 31, 2009.  The increase in net income was primarily
attributed to the gain on the change of fair value of the
derivative liability during the three months ended March 31, 2010.

For the six months ended March 31, 2010, the Company reported a
net loss of $2,044,307 on $2,172,427 of revenue, compared with a
net loss of $1,678,787 on $1,706,681 of revenue for the the three
months ended March 31, 2009.

The Company's balance sheet as of March 31, 2010, showed
$4,042,639 in assets, $6,851,170 of liabilities, and $3,499,950 of
Series A convertible preferred stock, for a stockholders' deficit
of $6,308,481.

As reported in the Troubled Company Reporter on January 18, 2010,
RBSM LLP, in New York, expressed substantial doubt about the
Company's ability to continue as a going concern after audting the
Company's consolidated financial statements for the year ended
Septmeber 30, 2009.  The independent auditors noted that the
Company has generated negative cash outflows from operating
activities, experienced recurring net operating losses, is in
default of loan certain covenants, and is dependent on securing
additional equity and debt financing to support its business
efforts.

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

               http://researcharchives.com/t/s?6377

Based in Howell, Michigan, Marketing Worldwide Corporation (OTC
BB: MWWC) is a full service design, engineering and manufacturing
firm of original equipment manufacturer components in the
automotive accessory market.


MBS MANAGEMENT: Trial Necessary to Resolve MXEnegy Dispute
----------------------------------------------------------
WestLaw reports that material issues of fact existed as to the
nature, scope, and terms customarily contained in a forward
agreement for electricity not otherwise regulated by a contract
board of trade, and thus whether a Chapter 11 debtor's electric
service agreement, which contained a price but not a quantity
term, qualified as a "forward contract" as defined by the
Bankruptcy Code.  These issues precluded summary judgment for the
company that was the other party to the contract on a litigation
trust's preferential and fraudulent transfer claims on the grounds
that the challenged payments were, under the Code's avoidance safe
harbor provision, unrecoverable settlement payments made to a
forward contract merchant under a forward contract.  In re MBS
Management Services, Inc., --- B.R. ----, 2010 WL 1851077 (Bankr.
E.D. La.).

Following confirmation of its chapter 11 plan, MBS Management
Services, Inc., transferred all rights to avoid preferential or
fraudulent conveyances to a litigation trust for prosecution.
Claude Lightfoot, the Trustee for the MBS Unsecured Creditors'
Trust created under the confirmed plan, sued (Bankr. E.D. La. Adv.
Pro. No. 09-1158) MXEnegy Electric, Inc., to avoid and recover
transfers made to MXEnegy pursuant to an electric service
agreement as preferential or fraudulent transfers.  MXEnegy moved
for summary judgment.  The Honorable Elizabeth W. Magner held that
(1) electricity is a "commodity" as defined under the Bankruptcy
Code; (2) MXEnegy was a "forward contract merchant" within meaning
of avoidance safe harbor; and (3) factual issues precluded summary
judgment for MXEnegy on the grounds that challenged payments were,
pursuant to the avoidance safe harbor, unrecoverable settlement
payments made to a forward contract merchant under a forward
contract.

Metairie, Louisiana-based MBS Management Services Inc. and its
debtor-affiliates broker and managem multifamily properties.
MBS Management provides the real estate debtors with leasing,
maintenance coordination, on-site and regional management.
In most instances, MBS Management has engaged Gray Star
or Lincoln Property Company to handle the property management
for the Real Estate Debtors.

The Debtors filed for chapter 11 bankruptcy on Nov. 5, 2007
(Bankr. E.D. La. Lead Case No. 07-12151).  Tristan E. Manthey,
Esq., Jan Marie Hayden, Esq., and Douglas S. Draper, Esq. at
Heller, Draper, Hayden, Patrick & Horn and Patrick S. Garrity,
Esq., and William E. Steffes, Esq., at Steffes Vingiello &
McKenzie LLC, represent the Debtors in their restructuring
efforts.  No trustee, examiner, or creditors' committee has
been appointed in the Debtors' case.  The Debtors have disclosed
to the Court $12,299,366 in total assets and $9,461,174 in total
debts.

MBS-South Point Apartments, an affiliate of the Debtor that owns a
128-unit apartment in Desoto, Texas, filed for Chapter 11
protection on Nov. 19, 2007 (E.D. La. Case No. 07-12283).  MBS-The
Trails Ltd. and MBS-Fox Chase Ltd., affiliates of the Debtor,
filed separate chapter 11 petition on Dec. 4, 2007 (Bankr. N.D.
Tex. Case Nos. 07-45430 and 07-45431, respectively).  These
affiliates estimated assets and debts between $1 million and
$10 million when they filed for bankruptcy.


MDI INC: Case Converted to Voluntary Chapter 11
-----------------------------------------------
BankruptcyData.com reports that MDI Inc. filed for voluntary
Chapter 11 protection (Bankr. W.D. Tex. Case No. 10-51469).  The
Company is represented by Brian A. Kilmer, Esq., at Okin Adams &
Kilmer.

The case was originally filed as an involuntary Chapter 7
proceeding, but MDI petitioned the Court to convert to voluntary
Chapter 11 status on May 13, 2010.  The Court granted the motion
on May 25, 2010.

Headquartered in San Antonio, Texas, MDI Inc. (NASDAQ:MDII) --
http://www.mdisecure.com/-- is engaged in manufacturing and
marketing enterprise-grade physical and electronic security
technologies that include open architecture security command and
control software, intelligent access control hardware and video
surveillance management solutions.


MICHAELS STORES: Bank Debt Trades at 10% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Michaels Stores,
Inc., is a borrower traded in the secondary market at 90.21cents-
on-the-dollar during the week ended Friday, May 28, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This shows a drop of 2.45 percentage
points from the previous week, The Journal relates.  The Company
pays 225 basis points above LIBOR to borrow under the facility.
The bank loan matures on Oct. 31, 2013, and carries Moody's B3
rating and Standard & Poor's B rating.  The debt is one of the
biggest gainers and losers among 179 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

Headquartered in Irving, Texas, Michaels Stores, Inc., is the
largest arts and crafts specialty retailer in North America.  As
of March 9, 2009, the Company operated 1,105 "Michaels" retail
stores in the United States and Canada and 161 Aaron Brothers
Stores.


MILWAUKEE IRON: Posts $551,052 Net Loss in Q2 Ended March 31
------------------------------------------------------------
Milwaukee Iron Arena Football, Inc., filed its quarterly report on
Form 10-Q, reporting $551,052 on $40,518 of revenue for the three
months ended March 31, 2010, compared with a net loss of $248,891
on $168,349 revenue for the same period of 2009.

The Company's balance sheet as of March 31, 2010, showed
$1,055,149 in assets and $1,224,624 of liabilities, for a
stockholders' deficit of $169,475.

"Due to our limited amount of committed capital, recurring losses,
negative cash flows from operations and our inability to pay
outstanding liabilities based on existing recurring cash flows,
there is substantial doubt about our ability to continue as a
going concern."

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

               http://researcharchives.com/t/s?6368

Reddick, Fla.-based Milwaukee Iron Arena Football, Inc. (formerly
Genesis Capital Corporation of Nevada) is a member team of the
Arena Football One, a professional arena football league.  The
Iron play their home games at the Bradley Center, a sports and
entertainment venue in downtown Milwaukee.  Arena football is
played in an indoor arena on a padded 50 yard long football field
using eight players on the field for each team.


MOVIE GALLERY: Blue Cross Wants Decision on Contract
----------------------------------------------------
Blue Cross and Blue Shield of Alabama ask the Court to (i)
require the Debtors to assume or reject their Administrative
Services Agreement, (ii) deeming as an allowed administrative
expense, all amounts owed by the Debtors to Blue Cross pursuant
to the ASA for services released and expenses incurred by Blue
Cross postpetition, and (iii) requiring the Debtors to deposit
$1,500,000 as adequate assurance to Blue Cross for all amounts
coming due under the ASA.

The Debtors have provided health care benefits to their eligible
employees and their dependents pursuant to their Group Medical
Plan and Group Dental Plan.

Blue Cross and the Debtors are parties to an Administrative
Service Agreement dated as of January 1, 2007, pursuant to which
Blue Cross, as claims administrator, provides certain
administrative services to the Plan and on behalf of the Debtors.

According to the ASA, the Debtors bear sole and exclusive
financial responsibility for all eligible claims filed by
employees of the Debtors that are covered by the Plan.

Under the ASA, the Debtors are obligated to pay Blue Cross
approximately $1,500,000 per month in claims and approximately
$85,000,000 per month in administrative fees.  The weekly deposit
payable by the Debtors to Blue Cross is approximately $375,000.

The ASA is an executory contract because the failure of either
Blue Cross or the Debtors to continue performance would
constitute a material breach of the ASA.  Under the ASA in the
instant case, Blue Cross is obligated to advance on behalf of the
Debtors significant amounts for the healthcare-related services
provided to the employees of the Debtors and their eligible
dependents.

As of the Petition Date, the Plan provided coverage to 2,293
full-time employees and 2,211 of their dependents.  Blue Cross
advance on behalf of the Debtors approximately $375,000 per week
in claims under the ASA, all of which the Debtors are obligated
to repay to Blue Cross.

Due to significant financial expose of Blue Cross under the ASA
and the Debtors' ability to terminate upon 30 days written
notice, the Court should require the Debtors to promptly assume
or reject the ASA.

                        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).


MYD SAMOA: Case Summary & 7 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: MYD Samoa, Inc
        2212 South Andrews Avenue
        Fort Lauderdale, FL 33316

Bankruptcy Case No.: 10-24546

Chapter 11 Petition Date: May 26, 2010

Court: United States Bankruptcy Court
       Southern District of Florida (Fort Lauderdale)

Judge: Raymond B. Ray

Debtor's Counsel: John A. Moffa, Esq.
                  7771 W Oakland Park Blvd #141
                  Sunrise, FL 33351
                  Tel: (954) 634-4733
                  Fax: (954) 634-4741
                  E-mail: trusteeattorney@gmail.com

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/flsb10-24546.pdf

The petition was signed by Dan Del Monico, president.


NEFF CORP: U.S. Trustee Wants Lender Fees Publicly Disclosed
------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that the U.S. Trustee said
in a May 24 court filing that Neff Corp. shouldn't have final
approval for a $175 million financing without public disclosure of
fees being paid the lenders.

According to the report, the fees for the lenders were laid out in
a side letter, which were reviewed by the U.S. Trustee
confidentially.  After review, the U.S. Trustee concluded that the
fee letter contained no provisions justifying secrecy.  To prevent
the lenders and Neff from having the equivalent of a sealing order
without ever applying for one, the U.S. Trustee wants the
bankruptcy judge at a June 8 hearing not to approve the financing
without disclosure of the fee letter.

Neff Corp. scheduled a July 12 hearing for approval of the
disclosure statement explaining its reorganization plan that was
filed together with the bankruptcy petition.  The plan would
reduce debt by more than $400 million while giving most of the new
equity to first-lien lenders owed $90 million on a term loan.

                         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.


NEFF CORP: Section 341(a) Meeting Scheduled for June 22
-------------------------------------------------------
The U.S. Trustee for Region 2 will convene a meeting of Neff
Corp.'s creditors on June 22, 2010, at 3:00 p.m.  The meeting will
be held at the Office of the United States Trustee, 80 Broad
Street, Fourth Floor, New York, NY 10004-1408.

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.

                         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.


NEIMAN MARCUS: Fitch Affirms Issuer Default Rating at 'B'
---------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Rating on Neiman
Marcus, Inc., and its subsidiary, The Neiman Marcus Group, Inc.,
at 'B' and revised the Rating Outlook to Stable from Negative.
The company had $3 billion of debt outstanding as of Jan. 30,
2010.

Based on Fitch's recovery analysis, the issue ratings under Neiman
Marcus Group, Inc. are:

  -- Secured revolving credit facility affirmed at 'BB/RR1';
  -- Secured term loan facility upgraded to 'B+/RR3' from 'B/RR4';
  -- Secured debentures upgraded to 'B+/RR3' from 'B/RR4';
  -- Senior unsecured notes upgraded to 'CCC/RR6' from 'CC/RR6'';
  -- Senior subordinated notes affirmed at 'CC/RR6'.

The Outlook revision to Stable reflects the improvement in EBITDA
and credit metrics relative to fiscal 2009 and the company's
ability to maintain strong liquidity and free cash flow during a
highly pressured sales environment.  Through the first half of
fiscal 2010, EBITDA has improved to approximately $250 million
versus $160 million in the year ago period.  Comparable store
sales turned positive in December 2009, and for the first three
quarters of fiscal 2010, comparable store sales are down 1.9%
versus a negative 20.8% for the comparable period in fiscal 2009.
Fitch expects adjusted debt/EBITDAR to improve to 6.5-7.0 timesin
fiscal year (FY) ending July 2010 from 10.2x in FY2009.  This
assumes that Neiman returns to low-teens EBITDA margin given the
significant improvement in gross margin on inventory realignment,
and on top line that is expected to be flat to slightly up from
last year.  For fiscal 2011 and 2012, Fitch expects the company to
report low single digit comparable store sales growth and as a
result, credit metrics are expected to improve to 5.5-6.0x,
assuming modest debt pay down as mandated under its secured term
loan facility.  Fitch remains cautious on its outlook for the
luxury sector and risks to ratings include the reversal in current
sales trends or an inability to generate a sustained improvement
in comparable store sales and profitability.  Recent comparable
store sales trends for the luxury department store retailers have
generally outperformed the broader department store sector given
very depressed sales levels in the year ago period but it is still
premature to determine a sustained level of sales growth for
2011/2012.

Neiman's liquidity remains strong and Fitch expects Neiman to end
fiscal 2010 with cash in excess of $500 million based on a free
cash flow expectation of $200 million, driven in large part by the
improvement in EBITDA.  In addition, the company has no borrowings
under its $600 million asset based facility.  Assuming that Neiman
gets to an annualized EBITDA run rate of $500 million within the
next 12-24 months on low-single digit comparable store sales
growth (with top line and margins similar to 2005 levels), Fitch
anticipates the company will have the ability to pay down in
excess of $500 million in debt with cash on hand.  This would
enable the company to refinance a portion of its $1.6 billion
senior secured term loan facility due to mature in April 2013 and
enable credit metrics approach pre-recession levels, with adjusted
debt/EBITDAR approaching 4.7x and operating EBITDAR/gross interest
expense + rents approaching 2.2-2.3x.

Neiman Marcus is the country's premier luxury department store
chain with LTM revenue of $3.6 billion.  The retail business
accounts for 82% of revenues, while the rest is generated from its
direct or catalog and internet businesses.  Seventy percent of its
revenue is generated from its 41 full-line Neiman Marcus stores
and 28 clearance centers (Neiman Last Call) and the two Bergdorf
Goodman stores in New York account for 12% of total revenue.
Typically, the retail business has accounted for 80%-81% of
operating income (between F2005-2008).  However, given the
significant deleverage on fixed real estate assets and more
dramatic sales decline, retail stores accounted for only 62% of
operating profit in fiscal 2009.  Fitch expects retail
profitability to recover over time, as the company benefits from
strong inventory and cost control and fixed costs get leveraged on
positive comparable store sales growth.  As a result, retail EBIT
margins are expected to return to low double digit levels (10%-12%
range) versus 3.8% in fiscal 2009.

Neiman Marcus retail stores remain productive relative to its two
closest peers even at $453 a square foot for the period ended
January 2010 versus peak productivity of $650 a square foot in
2007.  A consistent focus on its luxury customer through sales
associate relationships and narrowly distributed brands has driven
strong loyalty and historically resulted in superior comparable
store sales growth.  Over time, Fitch expects Neiman Marcus to be
able to maintain or grow its share of the luxury retail sector.
The ratings of the various classes of debt listed above reflect
their respective recovery prospects.  Fitch's recovery analysis
assumes an enterprise value of $1.5 billion in a distressed
scenario.  This is based on a distressed EBITDA of $300 million
and market valuation of 5.0x EV/EBITDA.

Applying this value across the capital structure results in
outstanding recovery prospects (91%-100%) for the $600 million
revolving credit facility, which is due to mature on Jan. 15,
2013, and is rated three notches above the IDR at 'BB/RR1'.  On
Jan. 30, 2010, NMG had no borrowings outstanding under this
facility, with $31.1 million of outstanding letters of credit and
$430.1 million of unused borrowing availability.  The company has
not drawn on the facility since it was put in place in 2005 and
Fitch anticipates that NMG can continue to fund working capital
needs with cash on hand.

The credit facility is secured by a first lien on inventory and
cash of NMG and the subsidiary guarantors and a second lien on
real estate, capital stock and all other tangible and intangible
assets, including a significant portion of NMG's owned and leased
real property (which currently consists of approximately half of
NMG's full-line retail stores) and equipment.  Through April 30,
2011, NMG is required to maintain excess availability of at least
the greater of (a) 10% of the lesser of (i) the aggregate
revolving commitments and (ii) the borrowing base and
(b) $50 million.  After April 30, 2011, if at any time, excess
availability is less than the greater of (a) 15% of the lesser of
(i) the aggregate revolving commitments and (ii) the borrowing
base and (b) $60 million, NMG will be required to maintain a pro
forma ratio of consolidated EBITDA to consolidated Fixed Charges
(as such terms are defined in the credit agreement) of at least
1.1 to 1.0.  The covenants limiting dividends and other restricted
payments; investments, loans, advances and acquisitions; and
prepayments or redemptions of other indebtedness, each permit the
restricted actions in an unlimited amount, as long as pro forma
excess (and projected 12-month) availability under the credit
facility is equal to at least 25% of the lesser of (a) the
revolving commitments under the facility and (b) the borrowing
base, and that NMG have a pro forma ratio of consolidated EBITDA
to consolidated Fixed Charges of at least 1.2 to 1.0.  In terms of
debt issuance, NMG may incur debt that is pari passu with the term
loan if the consolidated secured debt ratio is no greater than
3.75 times.  NMG may incur other unsecured indebtedness up to
$250 million, and subordinated indebtedness to finance permitted
acquisitions of up to $250 million.

The $1.625 billion term loan and the $121 million of secured
debentures are secured by a first lien on the company's fixed and
intangible assets and a second lien on inventory and cash, and
have good recovery prospects (51%-70%) and are rated one notch
above the IDR at 'B+/RR3'.  NMG is required to prepay outstanding
term loans with 50% of its annual excess cash flow if leverage is
greater than 5.0x (reduced to 25% if NMG's total leverage ratio is
less than or equal to 5.0x but > 4.5x and 0% if NMG's total
leverage ratio is <4.5x).  NMG voluntarily repaid $100 million
principal amount of the loans under its senior secured term loan
facility in FY2006 and $250 million in FY2007.  However, for
FY2009, NMG was required to prepay $26.6 million of outstanding
term loans in F1Q10.  Fitch expects the company could be required
to pay down $50-$75 million in secured term loans in F1'Q11 given
Fitch's current expectations for excess cash flow.

The $752 million of senior unsecured notes and the senior
subordinated notes both have poor recovery prospects (less than
10%).  As a result, the senior unsecured notes are rated two
notches below the IDR at 'CCC/RR6', while the subordinated notes
are rated three notches lower at 'CC/RR6' to reflect their
subordination.


NEWLOOK INDUSTRIES: Provides Bi-Weekly Default Status Report
------------------------------------------------------------
Newlook Industries Corp. provides its initial bi-weekly Default
Status Report in accordance with National Policy 12-203.  In a
press release dated April 28, 2010, the Company announced that it
would not be able to file its audited financial statements and
management discussion and analysis for the year ended December 31,
2009 on or before the prescribed deadline of April 30, 2010.

As requested by Newlook in an application submitted under NP 12-
203, the Ontario Securities Commission issued a temporary
management cease trade order rather than a general cease trade
order in respect of the late filings, as announced on May 6, 2010.
On May 18, 2010, the OSC replaced the temporary MCTO by issuance
of a permanent MCTO to the Company's Chief Executive Officer and
Chief Financial Officer, thereby prohibiting them from trading in
the securities of the Company until two business days following
the submission of the late filings.

Pursuant to NP 12-203, Newlook confirms that except as described
herein and in its initial default announcement: (i) there are no
additional material changes to the information contained in the
original default announcement; (ii) there has been no failure by
the Company in fulfilling its stated intention with respect to
satisfying the provisions of the alternative information
guidelines; (iii) there is no actual or anticipated specified
default subsequent to the default which is the subject of the
default announcement; and (iv) there is no other material
information concerning the affairs of the Company that has not
been generally disclosed.

As contemplated by NP 12-203, Newlook shall continue to issue bi-
weekly default status reports in order to keep the market
continuously informed of any developments during the period of
default.

                   About Newlook Industries

Newlook Industries Corp., headquartered in King City, Ontario is a
publicly traded company listed on the TSX Venture Exchange.


NEWPAGE CORPORATION: Reports Historical Metric for 2009
-------------------------------------------------------
Newpage Corporation filed a Form 8-K to disclose historical metric
for each of the five fiscal years in the period ended December 31,
2009, and each of the quarterly periods in the two years ended
December 31, 2009.  A full-text copy of the Company's regulatory
filing is available for free at
http://ResearchArchives.com/t/s?6364

                     About NewPage Corporation

Headquartered in Miamisburg, Ohio, NewPage Corporation --
http://www.NewPageCorp.com/is the largest coated paper
manufacturer in North America, based on production capacity, with
$3.1 billion in net sales for the year ended December 31, 2009.
The company's product portfolio is the broadest in North America
and includes coated freesheet, coated groundwood, supercalendered,
newsprint and specialty papers.  These papers are used for
corporate collateral, commercial printing, magazines, catalogs,
books, coupons, inserts, newspapers, packaging applications and
direct mail advertising.

NewPage owns paper mills in Kentucky, Maine, Maryland, Michigan,
Minnesota, Wisconsin and Nova Scotia, Canada. These mills have a
total annual production capacity of approximately 4.4 million tons
of paper, including approximately 3.2 million tons of coated
paper, approximately 1.0 million tons of uncoated paper and
approximately 200,000 tons of specialty paper.

NewPage Corp. reported $4.0 billion in total assets,
$468.0 million, $3.0 billion in long term debt, and $493.0 in
long-term obligations resulting to a $14.0 million stockholders'
equity as of Dec. 31, 2009.

                           *     *     *

As reported by the Troubled Company Reporter on October 7, 2009,
Standard & Poor's Ratings Services raised its corporate credit
rating on NewPage Corp. to 'CCC+' from 'SD' (selective default).
The outlook is negative.

S&P raised the issue-level rating on the company's second-lien
floating- and fixed-rate notes due 2012 to 'CCC-' (two notches
below the corporate credit rating) from 'D'.  The recovery rating
on these notes remains at '6', indicating S&P's expectation of
negligible (0% to 10%) recovery in the event of a payment default.

S&P also raised the issue-level rating on the company's
subordinated notes to 'CCC-' from 'CC'.   The recovery rating is
unchanged at '6', indicating S&P's expectation of negligible (0%
to 10%) recovery in the event of a payment default.


NIELSEN COMPANY: Bank Debt Trades at 7% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which The Nielsen
Company is a borrower traded in the secondary market at 93.23
cents-on-the-dollar during the week ended Friday, May 28, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This shows a drop of 2.42 percentage
points from the previous week, The Journal relates.  The Company
pays 225 basis points above LIBOR to borrow under the facility.
The bank loan matures on Aug. 9, 2013, and carries Moody's Ba3
rating and Standard & Poor's B+ rating.  The debt is one of the
biggest gainers and losers among 179 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

Active in approximately 100 countries, with headquarters in
Haarlem, The Netherlands and New York, USA, The Nielsen Company
B.V. is a global information and media company.

Nielsen Company carries a 'B2' long term corporate family rating
from Moody's, 'B' issuer credit rating from standard & Poor's, and
'B' issuer default rating from Fitch.


NORTEL NETWORKS: Could Raise $1.1 Billion From Selling Patents
--------------------------------------------------------------
Two patent experts told Bloomberg News that Nortel Networks Corp.,
may $750 million to $1.1 billion for selling technology patents
that would benefit potential bidders including Research In Motion
Ltd.

Nortel has about 4,500 patents granted and more than 1,000
applications for designs pending, according to U.S. Patent and
Trademark Office data, said Peter Conley of MDB Capital Group LLC,
who estimated their value.  "Patent estates of this size don't
come along that often," said Mr. Conley, who is managing director
of Santa Monica- based MDB, an investment bank specialized in
intellectual property, according to Bloomberg News.  "This is the
equivalent of acquiring the IP of a large technology company. If
you could buy that for a billion dollars, it would be a bargain."

A sale would add to the more than $2.8 billion Nortel has raised
from selling assets in bankruptcy and be a boon to creditors,
Bloomberg quoted Ehud Gelblum, a New York-based Morgan Stanley
analyst, as saying.

                      About Nortel Networks

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

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

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

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

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

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

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

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


NOVELIS INC: Bank Debt Trades at 6% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which Novelis, Inc., is
a borrower traded in the secondary market at 93.96 cents-on-the-
dollar during the week ended Friday, May 28, 2010, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This shows a drop of 2.07 percentage points from
the previous week, The Journal relates.  The Company pays 200
basis points above LIBOR to borrow under the facility.  The bank
loan matures on July 6, 2014, and carries Moody's Ba3 rating and
Standard & Poor's BB- rating.  The debt is one of the biggest
gainers and losers among 179 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

As reported by the Troubled Company Reporter on Nov. 19, 2009,
Moody's changed the outlook for Novelis, Inc., and Novelis
Corporation to stable from negative.  The speculative grade
liquidity rating of Novelis, Inc., was also upgraded to SGL-2 from
SGL-3.  At the same time, Moody's affirmed Novelis Inc's B2
corporate family rating, its B2 probability of default rating, the
Ba3 rating on its senior secured term loan, and the Caa1 senior
unsecured notes rating.  The Ba3 rating on Novelis Corporation's
senior secured term loan was also affirmed.

Moody's last rating action on Novelis was Aug. 5, 2009, when the
company's senior unsecured ratings were downgraded to Caa1 from
B3.

Headquartered in Atlanta, Georgia, Novelis is the world's largest
producer of aluminum rolled products.  For the twelve months ended
Sept. 30, 2009, the company had total shipments of approximately
2,725 kilotons and generated $8.2 billion in revenues.


OCEAN HAMMOCK: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Ocean Hammock Investments, LLC
        2316 University Blvd., Suite 100
        Columbus, GA 35401

Bankruptcy Case No.: 10-12567

Chapter 11 Petition Date: May 26, 2010

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

Judge: Catherine Peek McEwen

Debtor's Counsel: Matthew B. Sullivan, Esq.
                  630 Chestnut St
                  Clearwater, FL 33756
                  Tel: (727) 723-3771 Ext. 322

Scheduled Assets: $6,174,844

Scheduled Debts: $3,770,133

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

The petition was signed by John Melton, manager.


ODYSSEY PETROLEUM: Not Yet Able to Finalize Annual Statements
-------------------------------------------------------------
Odyssey Petroleum Corp. disclosed further to its Default Notice
disseminated on April 28, 2010 that it has not yet been able to
finalize its annual audited financial statements for the year
ended December 31, 2009.  In addition, the Company has not yet
received the requested Management Cease Trade Order from Canadian
securities regulators, as disclosed in the April 28, 2010 News
Release.  Accordingly, the Notice of Default as set out in that
News Release remains unchanged.

The Company's wholly owned subsidiary, Odyssey Petroleum Corp.,
has now secured court approval for post petition financing in an
amount not to exceed U.S.$300,000 prior to a final hearing, where
the Company proposes that the financing be increased to
U.S.$1,000,000.  The "Debtor In Possession" financing is a
revolving Line of Credit, and is being provided by Iroquois
Capital Opportunity Fund, LP, a Delaware limited partnership.

The Company expects its Annual Financial Statements to be
completed by June 7, 2010 and filed on or about June 9, 2010.
Upon completion and filing of the Annual Financial Statements, the
Company will file its first quarter interim financials for the
period ended March 31, 2010, which are due to be filed by May 31,
2010.

The Company intends to satisfy the provisions of 12-203 by
continuing to file a bi-weekly Default Status Report containing
the information prescribed by 12-203, as long as the Company
remains in default of the financial statement filing requirement.


OM FINANCIAL: S&P Downgrades Counterparty Credit Rating to 'BB-'
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
counterparty credit, financial strength, and financial enhancement
ratings on OM Financial Life Insurance Co. to 'BB-' from 'BB+'.

Standard & Poor's also said that the outlook on OMFL is negative.

"The downgrade reflects S&P's view of the nonstrategic nature of
OMFL to its parent, Old Mutual PLC, which its parent demonstrated
when it announced its intention to sell the unit," explained
Standard & Poor's credit analyst Jeremy Rosenbaum.  "In addition,
S&P is concerned about the impact that OMFL's narrowing business
profile could have on its long-term business prospects." OMFL also
has significant exposure to stressed asset classes in its
investment portfolio and outsized risk tolerances.

The ratings on OMFL reflect its marginal competitive position,
which it derives from its product-manufacturing capabilities and
distribution relationships in its niche markets.  The ratings are
also based on the ongoing support OMFL receives from its parent.
Offsetting these strengths are the company's weak capital
position, concentrated business mix, strained financial
flexibility, and above-average risk tolerances in its investment
portfolio.  OMFL's concentrated business profile focuses primarily
on the highly competitive annuity market and -- to a lesser extent
-- on the universal life insurance markets.  Historically, OMFL
provided its parent with diversification to its U.S. asset
management businesses, which are largely exposed to the effects of
equity market volatility.  However, following its year-end
earnings announcement, the company announced that it has engaged
JP Morgan to explore the possible sale of its U.S. life insurance
business.

OMFL's competitive position has declined over the past two years
following the decision to exit several product lines and focus on
more profitable and less capital-intensive products.  S&P expects
that the competitive position will continue to face pressure in
the current environment because of the narrowing business profile
and management's concerted effort to maintain depressed sales
volumes for the foreseeable future.

The negative outlook reflects S&P's concern that OMFL's
capitalization could drop (because of increased credit losses)
below the targeted level of a 300% risk-based capital ratio, which
S&P expects OMFL to maintain for the current ratings.  S&P is also
concerned that the more streamlined product portfolio will weaken
the competitive position.

"If management indicates that the target level of capitalization
will deviate from this level going forward, S&P likely would
downgrade OMFL again," Mr. Rosenbaum said.  "The number of notches
S&P would lower the rating would depend on the size of the
deficiency relative to the previous target.  Alternatively, S&P
could raise the rating if a more highly rated insurer were to buy
OMFL or OMFL is able to produce positive net income -- growing its
surplus absent parent support -- and improve its business
profile."

S&P expects that OMFL's equity indexed annuity sales will be flat
in 2010 following two years of significant declines.  S&P also
expects that OMFL will produce $75 million in statutory earnings
(before capital gains and losses) in 2010 and will struggle to
maintain a top 10 position in its primary niche businesses,
including equity-indexed annuities and equity-indexed life
insurance.


ORLEANS HOMEBUILDERS: Delays Filing of Q1 Report on Form 10-Q
-------------------------------------------------------------
Orleans Homebuilders Inc. said it could not file its quarterly
report Form 10-Q for the period ended March 31, 2010, on time with
the Securities and Exchange Commission.  The company noted that it
has not filed its Form 10-K for the fiscal year ended June 30,
2009, and Form 10-Q for the fiscal quarters ended Sept. 30, 2009,
and Dec. 31, 2009.

According to the company, certain deficiencies in its disclosure
controls and procedures related to the late filings of its June
30, 2009 Form 10-K, September 30, 2009 Form 10-Q, December 31,
2009 Form 10-Q and March 31, 2010 Form 10-Q.  The company's
management is continuing to evaluate the significance of these
deficiencies and the Company may determine, upon completion of
this evaluation, that it has a material weakness in its disclosure
controls and procedures.

The company said it expects its (i) residential revenue will
decrease approximately 58% to approximately $27 million from the
third quarter of fiscal year 2009 to the third quarter of fiscal
year 2010, and (ii) net new orders will decrease approximately 65%
to approximately $22 million from the third quarter of fiscal year
2009 to the third quarter of fiscal year 2010.  Backlog at March
31, 2010 was approximately $144 million, versus backlog of
approximately $157 million at March 31, 2009, which is a decrease
of approximately 8% in dollars and an increase of approximately
1% in units.  The company added it is not able to provide a
reasonable estimate of net income for the quarter ended March 31,
2010 at this time

                  About Orleans Homebuilders

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

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


OSI RESTAURANT: Bank Debt Trades at 13% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which OSI Restaurant
Partners, Inc., is a borrower traded in the secondary market at
86.59 cents-on-the-dollar during the week ended Friday, May 28,
2010, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This shows a drop of 2.25
percentage points from the previous week, The Journal relates.
The Company pays 225 basis points above LIBOR to borrow under the
facility.  The bank loan matures on May 9, 2014, and carries
Moody's B3 rating and Standard & Poor's B+ rating.  The debt is
one of the biggest gainers and losers among 179 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

OSI Restaurant Partners, Inc., is the #3 operator of casual-dining
spots (behind Darden Restaurants and Brinker International), with
more than 1,400 locations in the U.S. and 20 other countries.  Its
flagship Outback Steakhouse chain boasts more than 950 locations
that serve steak, chicken, and seafood in Australian-themed
surroundings.  OSI also operates the Carrabba's Italian Grill
chain, with about 240 locations.  Other concepts include Bonefish
Grill, Fleming's Prime Steakhouse, and Cheeseburger In Paradise.
Most of the restaurants are company owned.  A group led by
chairman Chris Sullivan took the company private in 2007.


PEARVILLE LP: Section 341(a) Meeting Scheduled for June 15
----------------------------------------------------------
The U.S. Trustee for Region 7 will convene a meeting of Pearville,
L.P.'s creditors on June 15, 2010, at 1:30 p.m..  The meeting will
be held at Suite 3401, 515 Rusk Ave, Houston, TX 77002.

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.

Houston, Texas-based Pearville, L.P., filed for Chapter 11
bankruptcy protection on May 14, 2010 (Bankr. S.D. Texas Case No.
10-34074).  Thomas H. Grace, Esq., at Spencer Crain Cubbage Healy
& McNamara, 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.


PENNSYLVANIA ACADEMY: Files for Bankruptcy to Restructure Debt
--------------------------------------------------------------
Tim Stuhdreher at Central Pennsylvania Business Journal reports
that Pennsylvania Academy of Music filed for bankruptcy under
Chapter 11, seeking to restructure about $100,000 in debt and
address some other financial issues.

According to the report, the Debtor ran persistent operating
deficits since the 2008 opening of its $32 million building in
downtown Lancaster.  The building was transferred to Union
National Community Bank as part of a 2009 debt-forgiveness deal
and is being sold to Millersville University.

Pennsylvania Academy of Music operates a music performance school.


PINNACLE FOODS: Bank Debt Trades at 6% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Pinnacle Foods is
a borrower traded in the secondary market at 93.89 cents-on-the-
dollar during the week ended Friday, May 28, 2010, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This shows a drop of 1.98 percentage points from
the previous week, The Journal relates.  The Company pays 275
basis points above LIBOR to borrow under the facility.  The bank
loan matures on April 2, 2014, and carries Moody's B2 rating and
Standard & Poor's B rating.  The debt is one of the biggest
gainers and losers among 179 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

On Nov. 24, 2009, the Troubled Company Reporter said that Standard
& Poor's placed its rating on Pinnacle Foods Group LLC, including
its 'B-' corporate credit rating, on CreditWatch with positive
implications.  "We placed the ratings on CreditWatch positive when
Pinnacle Foods announced an agreement to acquire Birds Eye Foods,
Inc., in a transaction valued at $1.3 billion," said Standard &
Poor's credit analyst Christopher Johnson.  "We believe that the
acquisition will likely be leverage neutral."  S&P estimates that
pro forma debt to EBITDA, excluding any EBITDA synergies, would be
about 7.8x compared with a ratio of about 7.7x for the 12 months
ended Sept. 30, 2009, and that potential synergies from the
combination could result in reduced leverage following the close
of the transaction.

Based in Mt. Lakes, N.J., Pinnacle Foods Group LLC manufactures,
markets and distributes branded food products.  It was formerly
referred as Pinnacle Foods Group, Inc., prior to April 2, 2007.


POINT BLANK: Seeks to Retain Cole, Warren & Long
------------------------------------------------
BankruptcyData.com reports that Point Blank Solutions filed with
the U.S. Bankruptcy Court a motion seeking to retain Cole, Warren
& Long (Contact: Ronald J. Cole) in order to locate (i) three to
six senior executives, and (ii) three to six midlevel executives
for a contingency fee of (i) 25% of the annual salary of each
senior executive that the Debtors employ as a result of Cole,
Warren & Long's services and (ii) 15% of the annual salary of each
midlevel executive that the Debtors employ as a result of
Cole,Warren & Long's services.

The Company also seeks to retain Mergis (Contact: Ivonne Simon) to
locate three to six lower level supervisors and/or managers for a
contingency fee of 15% of the annual salary of each lower level
supervisor and/or manager that the Debtors employ as a result of
Mergis' services.

Point Blank Solutions, Inc. --
http://www.pointblanksolutionsinc.com/-- designs and produces
body armor systems for the U.S. Military, Government and law
enforcement agencies, as well as select international markets.
The Company is recognized as the largest producer of soft body
armor in the U.S.  The Company maintains facilities in Pompano
Beach, FL and Jacksboro, TN.

Point Blank Solutions filed for Chapter 11 on April 14, 2010
(Bankr. D. Del. Case No. 10-11255).


PRIVATE MEDIA: Recurring Losses Prompt Going Concern Doubt
----------------------------------------------------------
Private Media Group filed its annual report on Form 10-K,
reporting a net loss of EUR 20.5 million on EUR 23.1 million of
revenue for the year ended December 31, 2009, compared with a net
loss of EUR 5.2 million on EUR 19.7 million of revenue for the
year ended December 31, 2008.

The Company's balance sheet as of December 31, 2009, showed
EUR 48.5 million in assets, EUR 19.2 million of liabilities, and
EUR 29.3 million of stockholders' equity.

BDO Auditores S.L., in Barcelona, Spain, 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 over the
past years and has not yet reestablished profitable operations.

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

               http://researcharchives.com/t/s?6378

Private Media Group, Inc. is incorporated in the State of Nevada.
The Company provides adult media content for a wide range of media
platforms.  In accordance with Nevada law the Company maintains a
registered office at 3230 Flamingo Road, Suite 156, Las Vegas,
Nevada.  The Company's European headquarters are located at the
offices of one of its principal operating subsidiaries, Milcap
Media Group, S.L.U, whose address is Calle de la Marina 16-18,
Floor 18, Suite D, 08005 Barcelona, Spain.  The Company's U.S.
headquarters are located at 537 Stevenson Street, San Francisco,
California 94103.


PROTOSTAR LTD: Plan on Hold Pending Suit on Lien Validity
---------------------------------------------------------
Bill Rochelle at Bloomberg News reports that ProtoStar Ltd. sold
its two satellites and is now seeking an Aug. 25 extension of its
exclusive period to propose a Chapter 11 plan.  A hearing on the
Company's request for a third extension is scheduled for July 7.

According to Bloomberg, the Company, while it already has a
reorganization plan, held up taking a vote of creditors while it
attempts to "broker a consensual resolution of these Chapter 11
cases by resolving disputes amongst its lenders and unsecured
creditors."   The official committee of unsecured creditors sued
lenders in November to challenge liens against the ProtoStar I
satellite.

The ProtoStar I satellite was sold for $210 million to an
affiliate of Intelstat Holdings Ltd. Most of the sale proceeds are
being held pending the outcome of the lawsuit.  The ProtoStar II
satellite was sold for $185 million cash to an affiliate of SES
SA.

                       About ProtoStar Ltd.

Hamilton, HM EX, Bermuda-based ProtoStar Ltd. is a satellite
operator formed in 2005 to acquire, modify, launch and operate
high-power geostationary communication satellites for direct-to-
home satellite television and broadband internet access across the
Asia-Pacific region.

The Company and its affiliates filed for Chapter 11 on July 29,
2009 (Bankr. D. Del. Lead Case No. 09-12659).  The Debtor selected
Pachulski Stang Ziehl & Jones LLP as Delaware counsel; Law Firm of
Appleby as their Bermuda counsel; UBS Securities LLC as financial
advisor & investment banker and Kurtzman Carson Consultants LLC as
claims and noticing agent.  The Debtors have tapped UBS Securities
LLC as investment banker and financial advisor.

Also on July 29, 2009, ProtoStar and its affiliates, including
ProtoStar Development Ltd., commenced a coordinated proceeding in
the Supreme Court of Bermuda.  John C. McKenna of Finance & Risk
Services Ltd. as liquidator of the Bermuda Group.

In their Chapter 11 petition, the Debtors listed between
US$100 million and US$500 million each in assets and debts.  As of
December 31, 2008, ProtoStar's consolidated financial statements,
which include non-debtor affiliates, showed total assets of
US$463,000,000 against debts of US$528,000,000.


QUEST MINERALS: Posts $1.1 Million Net Loss in Q1 2010
------------------------------------------------------
Quest Minerals & Mining Corp. filed its quarterly report on Form
10-Q, reporting a net loss of $1,138,195 on $683,505 of revenue
for the three months ended March 31, 2010, compared with a net
loss of $787,927 on $330,313 of revenue for the same period of
2009.

The Company's balance sheet as of March 31, 2010, showed
$5,755,554 in assets and $8,025,740 of liabilities, for a
shareholders' deficit of $2,270,186.

"The Company incurred net losses from operations of $558,026 and
$681,395 for the periods ended March 31, 2010, and 2009, and had a
working capital deficit of $3,779,672 and $3,929,293 at March 31,
2010 and December 31, 2009, respectively.  These factors indicate
that the Company's continuation as a going concern is dependent
upon its ability to obtain adequate financing."

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

               http://researcharchives.com/t/s?636f

Paterson, N.J.-based Quest Minerals & Mining Corp. acquires and
operates energy and mineral related properties in the southeastern
part of the United States.  Quest focuses its efforts on
properties that produce quality compliance blend coal.

Quest is a holding company for Quest Minerals & Mining, Ltd., a
Nevada corporation, which in turn is a holding company for Quest
Energy, Ltd., a Kentucky corporation, and of Gwenco, Inc., a
Kentucky corporation.

Gwenco, Inc. leases over 700 acres of coal mines, with
approximately 12,999,000 tons of coal in place in six seams.  In
2004, Gwenco had reopened Gwenco's two former drift mines at Pond
Creek and Lower Cedar Grove, and had begun production at the Pond
Creek seam.  This seam of high quality compliance coal is located
at Slater's Branch, South Williamson, Kentucky.

On March 2, 2007, Gwenco, Inc. filed a voluntary petition for
reorganization under Chapter 11 of the U.S. Bankruptcy Code with
the United States Bankruptcy Court for the Eastern District of
Kentucky.  On September 30, 2009, the Bankruptcy Court confirmed
Gwenco's Plan of Reorganization.  The Plan became effective on
October 12, 2009.

                          *     *     *

RBSM, LLP, in New York, expressed substantial doubt about the
Company's ability to continue as a going concern after auditing
the Company's financial statements for the year ended December 31,
2009.  The independent auditors noted that the Company has
suffered recurring losses from operations and the company's
primary operating subsidiary has filed for reorganization under
Chapter 11 of U.S. Bankruptcy Code.

"Even though the Bankruptcy Court has confirmed the Plan, it is
still possible that the Bankruptcy Court could convert Gwenco's
case to Chapter 7 and liquidate all of Gwenco's assets if the
Court determines that Gwenco is unable to perform under the Plan.
In the case of a Chapter 7 conversion, the Company would be
materially impacted and could lose all of its working assets and
have only unpaid liabilities.  In addition, the Company might be
forced to file for protection under Chapter 11 as it is the
primary guarantor on a number of Gwenco's contracts."


QUESTEX MEDIA: Court Extends Plan Filing Exclusivity to July 6
--------------------------------------------------------------
Questex Media Group Inc. obtained a July 6 extension of its
exclusive period to propose a Chapter 11 plan.  The company said
it is considering "all options" for the Chapter 11 case begun in
October, including conversion to liquidation in Chapter 7,
dismissal or confirmation of a Chapter 11 plan.

Questex sold assets in December to first-lien lenders in exchange
for $120 million in secured debt and the assumption of $15 million
provided to finance the reorganization.

                        About Questex Media

Questex Media Group in December completed the sale of the business
to first-lien lenders who bought the operation in exchange for
$120 million in secured debt and the assumption of $15 million
provided to finance the reorganization.

Questex Media Group, Inc. -- http://www.questex.com/-- provides
media and telecommunication services.  The Debtors' media
properties include 23 trade publications and 150 digital
publications.  The Company was formed in 2005 by Audax Group Inc,
a private equity firm based in Boston, which bought business units
from Advanstar Holdings Inc for $185 million.

Questex Media and its affiliates filed for Chapter 11 on Oct. 5
(Bankr. D. Del. Lead Case No. 09-13423).  James Stempel, Esq., and
Erik Chalut, Esq., at Kirkland & Ellis LLP, and Michael Nestor,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  The Debtors' investment
bankers are Miller Buckfire & Co., LLC.  The First Lien Steering
Committee is being advised by legal counsel, Weil, Gotshal &
Manges LLP; and investment bankers Imperial Capital, LLC.  The
Company says it has assets of $299 million against debts of
$321 million as of the filing of its petition.


RAHAXI INC: Posts $1.5 Million Net Loss in Q3 Ended March 31
------------------------------------------------------------
Rahaxi, Inc., filed its quarterly report on Form 10-Q, reporting a
net loss of $1,517,263 on $1,297,087 of revenue for the three
months ended March 31, 2010, compared with a net loss of
$3,700,334 on $1,184,805 of revenue for the same period of 2009.

All of the Company's revenues for the three months ended March 31,
2010, have been generated by its operations outside of the United
States, and its future growth rate is, in part, dependent on
continued growth in international markets.  The Company expects
this to continue through the fiscal year ending June 30, 2010.

The Company's balance sheet as of March 31, 2010, showed
$2,596,123 in assets, $7,522,578 of liabilities, for a
stockholders' deficit of $4,926,455.

RBSM LLP, in New York, expressed substantial doubt about the
Company's financial statements for the fiscal year ended June 30,
2009.  The independent auditors noted that the Company is
experiencing difficulty in generating sufficient cash flow to meet
it obligations and sustain its operations.

The Company had an accumulated deficit of $119,672,534 as of
March 31, 2010.

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

               http://researcharchives.com/t/s?636a

Rahaxi, Inc. (OTC BB: RHXI) is a provider of electronic payment
processing services, including credit and debit card transaction
processing, point-of-sale related software applications and other
value-added services.  The Company's principal offices are in
Wicklow, Ireland.  The Company also has offices in Helsinki,
Finland and Santo Domingo, the Dominican Republic.  While the
Company's offices in Finland and Ireland will primarily focus on
the European market, the Company's office in the Dominican
Republic will continue to pursue opportunities in the Caribbean
and Latin America, including its recently developed electronic PIN
distribution application for point of sale solutions in
association with some of the most important telecommunications
companies in the Dominican Republic and Haiti.


REALOGY CORP: Bank Debt Trades at 16% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Realogy
Corporation is a borrower traded in the secondary market at 84.00
cents-on-the-dollar during the week ended Friday, May 28, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This shows a drop of 2.47 percentage
points from the previous week, The Journal relates.  The Company
pays 300 basis points above LIBOR to borrow under the facility.
The bank loan matures on Sept. 30, 2013, and carries Moody's Caa1
rating and Standard & Poor's CCC- rating.  The debt is one of the
biggest gainers and losers among 179 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

Realogy Corp. -- http://www.realogy.com/-- a global provider of
real estate and relocation services with a diversified business
model that includes real estate franchising, brokerage, relocation
and title services.  Realogy's world-renowned brands and business
units include Better Homes and Gardens Real Estate, CENTURY 21,
Coldwell Banker, Coldwell Banker Commercial, The Corcoran Group,
ERA, Sotheby's International Realty, NRT LLC, Cartus and Title
Resource Group.  Collectively, Realogy's franchise systems have
approximately 15,000 offices and 270,000 sales associates doing
business in 92 countries around the world.

Headquartered in Parsippany, N.J., Realogy is owned by affiliates
of Apollo Management, L.P., a leading private equity and capital
markets investor.  Realogy fully supports the principles of the
Fair Housing Act.


REDDY ICE: Back in Compliance With NYSE Listing Standards
---------------------------------------------------------
Reddy Ice Holdings Inc. received notification from the New York
Stock Exchange that the Company is now considered a "company back
in compliance" under the NYSE's continued listing standards.

The company's reinstatement to listing compliance is due to the
Company's consistent and positive performance measured against a
business plan submitted to the NYSE, as well as its compliance
with the Exchange's minimum market capitalization standard.  The
Company will be subject to a 12-month follow-up period to ensure
that it remains in compliance with the NYSE's continued listing
standards, as well as being subject to its normal monitoring
procedures.

                           About Reddy Ice

Reddy Ice Holdings, Inc. -- http://www.reddyice.com/--
manufactures and distributes packaged ice in the United States.
The company serves variety of customers in 31 states and the
District of Columbia under the Reddy Ice brand name. Its
principal product is ice packaged in seven to 50 pound bags,
which it sells to a diversified customer base, including
supermarkets, mass merchants and convenience stores.  As of
March 6, 2009, the company owned or operated 58 ice manufacturing
facilities, 67 distribution centers and approximately 3,100 Ice
Factories.

                          *     *     *

According to the Troubled Company Reporter on Feb. 23, 2010,
Moody's Investors Service assigned a B1 rating to Reddy Ice
Corporation's (a wholly owned subsidiary of Reddy Ice Holdings,
Inc.) proposed $300 million first lien senior secured notes due
2015.  The company plans to use proceeds from the first lien notes
to refinance its existing $240 million senior secured term loan
due 2012 and for general corporate purposes.

As reported by the TCR on March 30, 2010, Standard & Poor's
Ratings Services raised its corporate credit rating on Reddy Ice
Holdings Inc. to 'B-' from 'SD', and its wholly owned operating
company, Reddy Ice Corp., to 'B-' from 'CC'.  Following the
transaction, S&P withdrew the corporate credit rating on Opco.
S&P also raised its ratings on Holdings' remaining senior discount
notes (not exchanged) to 'CCC' from 'D'.  The recovery rating on
this debt remains unchanged at '6'.


RIGGING & WELDING: Section 341(a) Meeting Scheduled for June 8
--------------------------------------------------------------
The U.S. Trustee for Region 7 will convene a meeting of Rigging &
Welding Specialists, Inc.'s creditors on June 8, 2010, at 2:00
p.m..  The meeting will be held at Suite 3401, 515 Rusk Ave,
Houston, TX 77002.

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.

Baytown, Texas-based Rigging & Welding Specialists, Inc., filed
for Chapter 11 bankruptcy protection on May 12, 2010 (Bankr. S.D.
Case No. 10-34012).  J. Craig Cowgill, Esq., who has an office in
Houston, Texas, assists the Company in its restructuring effort.
The Company listed $15,853,284 in assets and $17,547,127 in debts.


ROYAL INVEST: Posts $1.1 Million Net Loss in Q1 2010
----------------------------------------------------
Royal Invest International Corp. filed its quarterly report on
Form 10-Q, reporting a net loss of $1.1 million on $2.6 million of
revenue for the three months ended March 31, 2010, compared with a
net loss of $1.4 million on $3.0 million of revenue for the same
period of 2009.

The Company's balance sheet as of March 31, 2010, showed
$91.7 million in assets and $144.7 million of liabilities, for a
stockholders' deficit of $53.0 million.

The Company has an accumulated deficit of $66.2 million at
March 31, 2010, is in default of one of its mortgages payable and
related debt covenants at March 31, 2010, and there are existing
uncertain conditions which the Company faces relative to its
obtaining financing and capital in the equity markets.  "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?6366

Westport, Conn.-based Royal Invest International Corp. (OTC BB:
RIIC) -- http://www.royalinvestinternational.com/-- owns,
operates and manages real estate in Europe.  At March 31, 2010,
and December 31, 2009, the Company owned 18 properties.  The
properties aggregate roughly 88,077 square meters (roughly 948,053
square feet), which are comprised of office buildings and business
centers.  The properties are located in Germany and the
Netherlands.

                          *     *     *

As reported in the Troubled Company Reporter on April 21, 2010,
Meyler & Company, LLC, in Middletown, N.J., expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company had a net loss of
$44.0 million for the year ended December 31, 2009, an accumulated
deficit of $65.1 million at December 31, 2009, is in default of
one of the mortgages payable and related debt covenants at
December 31, 2009, and there are existing uncertain conditions
which the Company faces relative to its obtaining financing and
capital in the equity markets.


R&G FINANCIAL: Section 341(a) Meeting Scheduled for June 23
-----------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of R&G
Financial Corporation's creditors on June 23, 2010, at 2:00 p.m..
The meeting will be held at Ochoa Building, 500 Tanca Street,
First Floor, San Juan, PR 00901.

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

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

San Juan, Puerto Rico-based R&G Financial Corporation filed for
Chapter 11 bankruptcy protection on May 14, 2010 (Bankr. D. P.R.
Case No. 10-04124).  Jorge I. Peirats, Esq., at Pietrantoni,
Mendez & Alvarez, assists the Company in its restructuring effort.
The Company listed $40,213,356 in assets and $420,687,694 in
debts.


SAGITTARIUS RESTAURANTS: S&P Raises Corporate Credit Rating to 'B'
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
corporate credit rating on Lake Forest, Calif.-based Sagittarius
Restaurants LLC to 'B' from 'SD' (selective default).

"S&P's issue-level rating on the company's senior secured credit
facility, consisting of a $160 million term loan and $39 million
revolving credit facility remains 'B'; the '3' recovery rating
indicates S&P's expectation of meaningful (50%-70%) recovery of
principal in the event of default," said Standard & Poor's credit
analyst Charles Pinson-Rose.  This action comes as the company
completed the below restructuring activities:

* Subordinated bond holders reduced their claim substantially;

* It divested the Captain D's business, leaving Del Taco as the
  company's only restaurant concept;

* The company received additional equity investment; and

* Those proceeds plus funds from a new senior secured credit
  facility refinanced the company's old senior secured credit
  facility.

In total, these actions reduced balance-sheet debt by about
$250 million.

The ratings on Lake Forest, Calif.-based Sagittarius Restaurants
LLC reflect its participation in the highly competitive quick
service restaurant industry, its geographic concentration on the
West Coast, and still highly leveraged capital structure.


SAINT VINCENTS: Lawyers Face Scrutiny ver $1.1MM Retainer
---------------------------------------------------------
Lawyers for Saint Vincent's Catholic Medical Centers of New York
faced sharp criticism Thursday as they sought to convince a judge
to allow them to earmark $1.1 million in retainers for themselves
and certain consultants in the event that the estate fails to
cover all professional fees, according to Bankruptcy Law360.

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 for Putney as Labor Counsel
--------------------------------------------------------------
St. Vincents Catholic Medical Centers and its units sought and
obtained the Court's permission to employ Putney, Twombly, Hall &
Hirson LLP as their special labor and employee benefits counsel
nunc pro tunc to the Petition Date.

The Debtors tell the Court that Putney Twombly has previously
represented them on a number of different labor and pension law-
related matters.  The Debtors maintain that Putney Twombly has
become familiar with the complex labor, employee benefit, and
pension issues that have arisen and are likely to continue to
arise over the course of their Chapter 11 cases.

As special labor and employee benefits counsel, Putney Twombly
will:

  (a) provide legal advice and representation on issues that may
      arise during the Debtors' Chapter 11 cases relating to
      federal labor law, including, without limitation,
      representation of the Debtors on issues relating to labor
      relations, collective bargaining agreements, and
      arbitrations stemming from discharges and contract
      interpretation;

  (b) provide legal advice and representation to the Debtors on
      their continuing pension-related and other employee
      benefit obligations; and

  (c) provide other labor, employee benefit, and pension law-
      related advice and representation as may be requested by
      the Debtors.

In the course of the firm's engagement, Putney Twombly will also
prepare on the Debtors' behalf any necessary motions, complaints,
answers, declarations, orders, counterclaims, affidavits, reports
and other legal papers relating to matters within the scope of the
Engagement, and may appear before the Court, to the extent
required, to protect the Debtors'
interests in those matters.

The Debtors propose to pay Putney Twombly's professionals based on
their current hourly rates:

  Professional                Rate/Hour
  ------------                ---------
  Daniel F. Murphy, Jr.         $470
  Judith M. Bandler             $460
  Joseph B. Cartafalsa          $455
  Randi B. Feldheim             $255
  Matthew M. Riordan            $310
  Shaina J. Schallop            $250

The Debtors also propose to reimburse Putney Twombly for all
expenses it incurred including telephone, telecopier toll charges,
photocopying charges, travel expenses, and non-ordinary course
overhead expenses.

The Debtors relate that prior to the Petition Date, they have paid
Putney Twombly $244,018 in fees and $1,278 in expenses for
prepetition services rendered.

Daniel F. Murphy, Jr., Esq., at Putney, Twombly, Hall & Hirson
LLP, in New York, -- dmurphy@putneylaw.com -- assures the Court
that his firm is a disinterested person and does not represent or
hold an interest adverse to the Debtors or their estates.

         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 for Garfunkel as Special Counsel
---------------------------------------------------------
Pursuant to Section 327(e) of the Bankruptcy Code, St. Vincents
Catholic Medical Centers and its units received the Court's
permission to employ Garfunkel Wild, P.C., as their special
healthcare, regulatory, corporate, real estate, litigation and
finance counsel to the Debtors nunc pro tunc to the Petition Date.

The Debtors tell the Court that Garfunkel Wild served as their
general counsel for almost eight years, including the time spent
as special counsel during the last bankruptcy, performing a
breadth of legal services relating to their businesses and
financial affairs, with the exception of providing legal services
related to labor law and malpractice issues.  The Debtors maintain
that as a result of those engagements, Garfunkel Wild is
thoroughly versed in the details of the many complex financial
arrangements that they have entered into and understands the
current status of their standing with each of the agencies
exercising jurisdiction over their affairs.

Robert A. Wild, Esq., Judy Eisen, Esq., and Burton S. Weston,
Esq., members of Garfunkel Wild, who have had primary
responsibility for the Debtors' prepetition representation, will
continue to oversee Garfunkel Wild's involvement as special
healthcare, regulatory, corporate, real estate, litigation and
finance counsel.  They will be assisted by Andrew Blustein, Esq.,
Christina Van Vort, Esq., Andrew Schulson, Esq., Sean Leyden,
Esq., B. Scott Higgins, Esq., Afsheen Shah, Esq., and Andrew
Zwerling, Esq., attorneys in Garfunkel Wild's healthcare, finance,
real estate, reorganization and litigation practices.  Each of
these attorneys has previously been involved in Garfunkel Wild's
representation of the Debtors' businesses and financial affairs.

The Debtors relate that during the 90 days before the Petition
Date, they made payments to Garfunkel Wild aggregating $1,571,923
for services rendered and costs incurred.

The Debtors note that Garfunkel Wild received a $175,000 retainer,
and any open time related to the Chapter 11 filing as of the
Petition Date will be applied against that retainer amount.

As their special healthcare, regulatory, corporate, real estate,
litigation and finance counsel, the Debtors seek Garfunkel Wild
to, inter alia:

  (a) assist them in negotiating and documenting arrangements
      and agreements with their lenders, suppliers and other
      parties relating to general corporate, healthcare, real
      estate, finance and other non-bankruptcy related matters;

  (b) provide regulatory advice and consult with the Debtors on
      healthcare and other non-bankruptcy related matters;

  (c) assist in the preparation and prosecution of non-
      bankruptcy administrative and litigation matters relative
      to the Debtors' businesses;

  (d) provide continuing legal advice in connection with health
      care, regulatory, corporate, finance and other non-
      bankruptcy related issues;

  (e) assist in providing non-bankruptcy, real estate, corporate
      and commercial assistance as may relate to the sale, lease
      or other disposition of assets of the estates; and

  (f) perform other non-bankruptcy related legal services and
      assistance desirable and necessary to the efficient and
      economic administration of the Debtors' estates.

It is anticipated that Garfunkel Wild's compensation, fees and
expenses will be based on its normal hourly rates in effect for
the period in which services are rendered, discounted by 10%.

Garfunkel Wild's non-discounted hourly rates at present for
professionals who will work on this matter range from:

  Professional                 Rate/Hour
  ------------                 ---------
  Partner                      $340-$495
  Associates                   $220-$300
  Paralegals                   $150-$175

The attorneys who will primarily work on this matter and their
respective billing rates are:

  Attorney                     Rate/Hour
  --------                     ---------
  Robert A. Wild                 $495
  Judith Eisen                   $495
  Burton S. Weston               $495
  Andrew Blustein                $470
  Christina VanVort              $405
  Sean P. Leyden                 $380
  Scott B. Higgins               $340
  Afsheen A. Shah                $300
  Andrew L. Zwerling             $410

The Debtors propose to reimburse Garfunkel Wild for the expenses
it incurred including telephone and telecopier charges,
photocopying charges, travel expenses, and non-ordinary expenses.

Burton S. Weston, Esq., a shareholder of Garfunkel Wild, P.C. --
bweston@garfunkelwild.com -- assures the Court that his firm does
not represent or hold any interest that is adverse to the estate
with respect to the matters with which it will be employed, as
defined by Section 327(e).

         About Saint Vincents Catholic Medical Centers

St. Vincents Catholic Medical Centers returned to bankruptcy court
by filing another Chapter 11 petition April 14, 2010, in New York
(Bankr. S.D.N.Y. Case No. 10-11963).  The new petition listed
assets of $348 million against debt totaling $1.09 billion.

Adam C. Rogoff, Esq., and Kenneth H. Eckstein, Esq., at Kramer
Levin Naftalis & Frankel LLP, represent the Debtor in its Chapter
11 effort.

Although the hospitals emerged from the prior reorganization in
July 2007 with a Chapter 11 plan said to have a "a realistic
chance" of paying all creditors in full, the bankruptcy left the
medical center with more than $1 billion in debt.  The new filing
occurred after a $64 million operating loss in 2009 and the last
potential buyer terminated discussions for taking over the
flagship hospital.

Saint Vincents Catholic Medical Centers -- http://www.svcmc.org/-
- is anchored by St. Vincent's Hospital Manhattan, an academic
medical center located in Greenwich Village and the only emergency
room on the Westside of Manhattan from Midtown to Tribeca, St.
Vincent's Westchester, a behavioral health hospital in Westchester
County, and continuing care services that include two skilled
nursing facilities in Brooklyn, another on Staten Island, a
hospice, and a home health agency serving the Metropolitan New
York area.

Saint Vincent Catholic Medical Centers of New York and six of its
affiliates first filed for Chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).


SAINT VINCENTS: Has Ok for Grubb as Real Estate Broker
------------------------------------------------------
St. Vincents Catholic Medical Centers and its units sought and
obtained the Court's authority to employ Grubb & Ellis New York,
Inc., as their real estate broker nunc pro tunc to the Petition
Date.

The Debtors seek to retain Grubb & Ellis, a real estate broker
with substantial experience in the New York market, to assist with
the proposed sale of their residential building located at 555 6th
Avenue, New York, New York known as the "Staff House."

On April 23, 2010, the Debtors filed their Sale Motion for the
Staff House.  A hearing to approve the proposed bidding procedures
and bid protections is currently scheduled to be heard by the
Court on May 13, 2010.

The Debtors assert that given the size and value of the Staff
House, they have determined in their business judgment that they
require the assistance of an experienced real estate broker to
assist with its marketing and disposition.  To that end, the
Debtors note, they solicited proposals from a number of real
estate brokerage firms.

Grubb & Ellis will:

  (a) assess the physical characteristics and limitations of
      the property to identify any restrictions which may affect
      the Asset's alternative uses;

  (b) develop and implement a marketing plan for the Asset;

  (c) advice on an expected range of value for the Asset based
      upon alternative transaction structures;

  (d) identify and target logical users, investors, or
      developers for the Asset;

  (e) negotiate with potential buyers, in conjunction with the
      Debtors' management and professionals, to obtain the best
      possible sale price and contract terms;

  (f) coordinate the development of appropriate transaction and
      due diligence documentation; and

  (g) coordinate the ultimate sale closing and the execution of
      the sale documents.

Pursuant to the Engagement Letter, Grubb & Ellis will be paid this
commission:

Purchase Price                                   Commission
--------------                                   ----------
Up to $48 million                                  $240,000
Greater than $48 million and up to $50 million     $300,000
Greater than $50 million and up to $52 million     $400,000
Greater than $52 million and up to $54 million     $450,000
Greater than $54 million and up to $56 million     $500,000
Greater than $56 million                           $550,000

The Commission will be earned and payable only upon and at the
transfer of title, and will be payable solely from the proceeds of
the sale.  No Commission or other compensation will be deemed
earned or payable to Grubb & Ellis unless and until a sale
contract satisfactory to the Debtors is executed, the sale closes,
and the purchaser pays the full purchase price for the Staff
House.

David Arena, chairman, Tri-State Region of Grubb & Ellis New York,
Inc., assures the Court that his firm is a "disinterested person"
within the meaning of Section 101(14) of the Bankruptcy Code and
is otherwise qualified to represent the Debtors as their real
estate broker under section 327(a) 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: Wins Nod for KPMG as Auditors
---------------------------------------------
St. Vincents Catholic Medical Centers and its units sought and
obtained final approval to employ KPMG LLP as their auditors nunc
pro tunc to April 14, 2010.

The billing rates for services rendered by KPMG's professionals
will be the lower of:

  (i) a blended hourly rate of $245 for all professionals; and

(ii) its customary and standard hourly rates in effect at the
      time the services are rendered.

As auditors, KPMG will:

  (a) conduct audit of consolidated financial statements of the
      Debtors as of and for the years ended December 31, 2009
      and 2008;

  (b) conduct audit of financial statements of Sisters of
      Charity Health Care System Nursing Home Inc. d/b/a St.
      Elizabeth Ann's Health Care and Rehabilitation Center as
      of and for the years ended December 31, 2009 and 2008;

  (c) conduct audit in accordance with OMB Circular A-133 for
      the Debtors as of and for the years ended December 31,
      2009 and 2008;

  (d) conduct audit in accordance with OMB Circular A-133 for
      Bishop Francis J. Mugavero Center for Geriatric Care, Inc.
      as of and for the years ended December 31, 2009 and 2008;

  (e) prepare attestation and agreed upon procedures reports on
      the Debtors' Institutional Cost Report (ICR) as of and
      for the year ended December 31, 2009;

  (f) prepare attestation report on the Debtors' Residential
      Healthcare Facility Cost Report (RHCF-4) as of and for the
      year ended December 31, 2009;

  (g) prepare attestation report on St. Vincents Catholic
      Medical Centers of New York and Subsidiaries' Residential
      Healthcare Facility Cost Report (RHCF-4) as of and for the
      year ended December 31, 2007;

  (h) prepare attestation report on the Debtors' Long Term Home
      Health Care Program Cost Report as of and for the year
      ended December 31, 2009;

  (i) prepare agreed upon procedures report required by the New
      York State Department of Health related to inpatient and
      outpatient billing and bad debt write-offs for the Debtors
      as of and for the year ended December 31, 2009 and 2008;

  (j) prepare attestation report on Bishop Frances J. Mugavero
      Center for Geriatric Care, Inc.'s Residential Healthcare
      Facility Cost Report (RHCF-4) as of and for the year ended
      December 31, 2009; and

  (k) prepare attestation report on Sisters of Charity Health
      Care System Nursing Home Inc. d/b/a St. Elizabeth Ann's
      Health Care and Rehabilitation Center's Residential
      Healthcare Facility Costs Report (RHCF-4) as of and for
      the year ended December 31, 2009.

In addition, the Debtors propose that KPMG provide other
consulting, advice, research, planning, and analysis regarding
audit services as may be necessary, desirable or requested from
time to time.

The Debtors relate that they have selected KPMG as their auditors
because of the firm's diverse experience and extensive knowledge
in the fields of accounting, taxation and bankruptcy.

KPMG's current customary and standard rates for its professionals
are:

   Partners and managing directors        $700-$800
   Senior managers and directors          $600-$800
   Managers                               $500-$630
   Senior Associates                      $275-$500
   Associates                             $200-$350
   Paraprofessionals                      $100-$200

The Debtors have agreed to pay KPMG for professional services
rendered at a blended rate of $245 per hour in accordance with the
Engagement Letter.

The Debtors also propose to reimburse KPMG for necessary expenses
incurred, which will include travel, photocopying, delivery
service, postage, vendor charges and other out-of-pocket expenses.

James Martell, a partner of KPMG LLP, 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).

         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: U.S. Trustee Opposes Cain Retention
---------------------------------------------------
Diana G. Adams, the U.S. Trustee for Region 2, asserts that St.
Vincents Catholic Medical Centers and its units' proposed
application to retain Cain Brothers & Company LLC under Section
328 of the Bankruptcy Code should not be granted unless and until
the Debtors meet their burden of demonstrating why the fee
arrangements sought are in the best interests of the estates and
are reasonable under the facts and circumstances.

Ms. Adams avers that in the event that the Debtors make the
requisite showing of reasonableness of the fee structures, she
would not object to the proposed retention application if both she
and the Court are given the right to review Cain Brothers' fee
applications pursuant to Section 330 of the Bankruptcy Code.

                     Debtor's Application

The Debtors seek the Court's authority to employ Cain Brothers &
Company, LLC, as their investment banker nunc pro tunc to the
Petition Date.

In connection with an engagement letter, Cain Brothers will:

  (a) develop a strategy for a sale process of any or all of
      certain of the Debtors' assets;

  (b) develop a list of prospective purchasers of any or all
      of the Assets;

  (c) contact and solicit interest from prospective parties
      to a transaction in connection with the Assets;

  (d) provide relevant information about the Assets to any
      interested party; and

  (e) review and analyze all indications of interest and
      proposals that are received by the Debtors and assist the
      Debtors in negotiations with prospective parties to a
      Transaction.

Pursuant to the Engagement Letter, Cain Brothers will be paid:

  (a) A monthly fee of $50,000 during the term of the
      Engagement Letter, but in no event for no fewer than six
      month after the initial month.

  (b) If a Transaction is consummated for one or more of the
      Non-Hospital Businesses, Cain Brothers will receive in
      cash, upon that consummation of the transaction, 2.0%
      percent of the aggregate transaction value of the
      Transaction; provided, however, that the minimum
      Transaction Fee per Transaction will be $350,000 per each
      Non-Hospital Business sold; provided further, though, that
      the minimum Transaction Fee for the Debtors' interest in
      the Cancer Center and QIL will not exceed 5.0% of the ATV.

  (c) With respect to a Transaction Fee for a Transaction for
      the Co-Brokered Assets, the Transaction Fee will be as
      1.0% of the ATV of the Transaction, except with respect to
      a Transaction for St. Vincent's Westchester that is
      consummated with Catholic Health Services of Long Island,
      in which case the Transaction Fee will be reduced to
      0.75%; provided, however, that the minimum Transaction Fee
      per Non-Hospital Business will be $350,000.

Pursuant to the Engagement Letter, the Debtors have agreed to
reimburse Cain Brothers for all reasonable out-of-pocket expenses,
including any expenses arising from being requested or required to
testify in any legal or regulatory proceeding.

The Engagement Letter contains an indemnity provision that is
customary in scope.  The Indemnification Provision makes clear
that no indemnification is available for claims related to willful
misconduct or gross negligence on the part of Cain Brothers.

The Debtors relate that prior to the Petition Date, Cain Brothers
received $560,000 in fees and $1,118 in expenses.

Thomas M. Barry, a managing director of Cain Brothers & Company,
LLC, assures the Court that this 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: Proposes Shattuck as Brokers; U.S. Trustee Objects
------------------------------------------------------------------
St. Vincents Catholic Medical Centers and its units seek the
Court's authority to retain Shattuck Hammonds Partners as their
brokers nunc pro tunc to April 14, 2010.

In support of the disposition of the Debtors' Home Health
Operations, Shattuck will:

  (a) Study and evaluate Home Health Operations and its
      business prospects;

  (b) Assist the Debtors in developing historical and projected
      financials for Home Health Operations;

  (c) Identify and analyze the financial and strategic
      alternatives available to the Debtors and Home Health
      Operations;

  (d) As appropriate, conduct interviews and discussions with
      key members of the Debtors' management and medical staff
      as well as key members of Home Health Operations
      management to discuss strategy and the strategic and
      financial goals of the various parties, and to refine
      Shattuck's understanding of Home Health Operations;

  (e) Develop a strategy and tactics to be used in evaluating
      these alternatives in the market;

  (f) Develop a valuation analysis of Home Health Operations
      using appropriate methodologies for valuing enterprises
      comparable to Home Health Operations, advise the Debtors
      as to the likely range of values of Home Health Operations
      under current market conditions, and discuss with the
      Debtors how and to what extent the market values could be
      realized in a Home Health Operations Sale;

  (g) Identify potential purchasers, develop a strategy for
      approaching those purchasers and make contact with them;

  (h) Assist the Debtors in preparing an offering memorandum
      describing Home Health Operations and the opportunities
      that they may provide to prospective investors or
      acquirers;

  (i) Circulate confidentiality agreements to prospective
      acquirers and deliver a copy of Home Health Offering
      Memorandum;

  (j) Assist the Company in structuring a sale, including any
      transaction or series or combination of transactions,
      other than in the ordinary course of business, whereby,
      directly or indirectly, the Debtors and one or more third
      parties consummate a combination or restructuring of all
      or a substantial portion of Home Health Operations and the
      third parties including, without limitation, through a
      sale or exchange of assets, a spin-off, a consolidation or
      other business combination, the formation of a joint
      venture, partnership or similar entity, or any similar
      transaction, and advice the Debtors on strategic issues
      related to a Home Health Sale;

  (k) Provide analysis and advice in connection with the
      consideration of offers received for Home Health
      Operations;

  (l) As requested, assist the Debtors in the management of the
      due diligence process, including organizing and
      maintaining a due diligence document room, attending and
      supervising due diligence sessions, and supervising the
      document production process;

  (m) As directed by the Debtors, assist the Debtors in the
      negotiation of definitive agreements with prospective
      purchasers;

  (n) If requested by the Debtors, provide opinions addressed to
      the Board of Directors of the Debtors regarding the
      fairness to the Debtors, from a financial point of view,
      of the consideration payable to the Debtors in the Home
      Health Sale; and

  (o) Prepare a general financial forecast which includes a
      credit and debt capacity analysis and takes into account
      various financial restructurings and divestitures.

In support of the disposition of St. Vincent's Westchester,
Shattuck will:

  (a) Study and evaluate St. Vincent's Westchester and its
      business prospects;

  (b) Identify and analyze the financial and strategic
      alternatives available to the Debtors and St. Vincent's
      Westchester -- including all relevant factors like New
      York State regulatory requirements or practices;

  (c) As appropriate, conduct interviews and discussions with
      key members of the Debtors' management as well as key
      members of St. Vincent's Westchester's management and
      medical staff to discuss the strategic and financial
      prospects of St. Vincent's Westchester under various
      scenarios;

  (d) Develop a strategy and tactics to be used in evaluating
      these alternatives in the market;

  (e) Develop a valuation analysis of St. Vincent's Westchester
      using appropriate methodologies for valuing enterprises
      comparable to St. Vincent's Westchester, advise the
      Debtors as to the likely range of values of St. Vincent's
      Westchester under current market conditions, and discuss
      with the Debtors the strategy and process of achieving the
      maximum value for St. Vincent's Westchester in a St.
      Vincent's Westchester Sale;

  (f) Identify potential purchasers, develop a strategy for
      approaching those purchasers and make contact with them;

  (g) Assist the Debtors in preparing an offering memorandum
      describing St. Vincent's Westchester and the opportunities
      that they may provide to prospective investors or
      acquirers;

  (h) Circulate confidentiality agreements to prospective
      acquirers and deliver a copy of the St. Vincent's
      Westchester Offering Memorandum;

  (i) Assist the Debtors in executing a transaction or series or
      combination of transactions, other than in the ordinary
      course of business, whereby, directly or indirectly, the
      Debtors and one or more third parties consummate a
      combination or restructuring of all or a substantial
      portion of St. Vincent's Westchester and the third
      parties including, without limitation, through a sale or
      exchange of assets, a spin-off, a consolidation or other
      business combination, the formation of a joint venture,
      partnership or similar entity, or any similar transaction,
      including an auction if required, which seeks to obtain
      the highest or best bid from potential acquirers and
      advise the Debtors on strategic issues related to a St.
      Vincent's Westchester Sale;

  (j) Provide analysis and advice in connection with the
      consideration and evaluation of offers received for St.
      Vincent's Westchester;

  (k) As requested, assist the Debtors in the management of the
      due diligence process, including organizing and
      maintaining a due diligence document room or electronic
      equivalent, attending and supervising due diligence
      sessions, and supervising the document production process;

  (l) As directed by the Debtors, assist the Debtors in the
      negotiation of definitive agreements with prospective
      purchasers; and

  (m) If requested by the Debtors, provide opinions addressed to
      the Board of Trustees of the Company regarding the
      fairness to the Debtors, from a financial point of view,
      of the consideration payable to the Debtors in the St.
      Vincent's Westchester Sale.

Pursuant to Engagement Letters, Shattuck will be compensated as:

  (a) Home Health Transaction:

         -- a fixed monthly payment of $10,000 for the first six
            months following execution of the relevant
            Engagement Letter, and $5,000 thereafter.

         -- Upon the execution of a letter of intent or a
            decision by the Debtors to enter into exclusive
            negotiations with a prospective purchaser, Shattuck
            will receive a payment of $50,000.

         -- Upon the delivery of a Home Health Fairness Opinion,
            Shattuck will receive a payment of $75,000.

         -- Upon the consummation of a Home Health Sale,
            Shattuck will receive a transaction fee equal to
            1.0% of the Aggregate Consideration, less any
            amounts paid to Shattuck in Home Health Monthly Fees
            or Home Health Success Fees; provided, however, that
            the minimum Home Health Transaction Fee paid to
            Shattuck will be $350,000.  The Home Health
            Transaction Fee is contingent on the closing of a
            Home Health Sale and will be paid by the Debtors on
            the closing date.

  (b) St. Vincent's Westchester Transaction:

         -- a fixed monthly payment of $10,000 for the first six
            months following execution of the relevant
            Engagement Letter, and $5,000 thereafter.

         -- Upon the execution of a letter of intent or a
            decision by the Medical Center to enter into
            exclusive negotiations with a prospective purchaser,
            Shattuck will receive a payment of $50,000.

         -- Upon the delivery of a St. Vincent's Westchester
            Fairness Opinion, Shattuck will receive a payment of
            $100,000.

         -- Upon the consummation of a St. Vincent's Westchester
            Sale, Shattuck will receive a transaction fee equal
            to 1.0% of the Aggregate Consideration, less any
            amounts paid to Shattuck in St. Vincent's
            Westchester Monthly Fees or St. Vincent's
            Westchester Success Fees; provided, however, that
            the maximum amount credited against the St.
            Vincent's Westchester Transaction Fee will be
            $50,000.  In the event a St. Vincent's Westchester
            Sale consummated with Catholic Health Services of
            Long Island, the St. Vincent's Westchester
            Transaction Fee will equal 0.75% of the Aggregate
            Consideration; provided further, however, the
            minimum St. Vincent's Westchester Transaction Fee
            paid to Shattuck will be $350,000.  The St.
            Vincent's Westchester Transaction Fee is contingent
            on the closing of a St. Vincent's Westchester Sale
            and will be paid by the Debtors on the closing date.

In the event there is a packaged transaction involving St.
Vincent's Westchester or Home Health Operations, the buyer in that
transaction will be required to allocate its purchase price among
each of the businesses being purchased, and both Cain Brothers and
Shattuck will each receive 1% of the aggregate total value
attributed to St. Vincent's Westchester or Home Health
Operations; provided, however, that with respect to St. Vincent's
Westchester, that percentage will be reduced to 0.75% in the event
that the packaged transaction is consummated with
Catholic Health Services of Long Island; provided further, however
that the minimum transaction fee per non-Hospital business shall
be $350,000.

The Debtors have also agreed to reimburse Shattuck for its
reasonable ordinary travel and transportation costs and other
reasonable out-of-pocket expenses.

In connection with the Home Health Transaction, the Expense
Reimbursement is limited to the lesser of $3,000 per month or
$35,000 in total.  In connection with the St. Vincent's
Westchester Transaction, the Expense Reimbursement is limited to
the lesser of $5,000 per month or $50,000 in total.

The Debtors relate that prior to the Petition Date, Shattuck was
paid $183,316 in fees and expenses for prepetition services
rendered and expenses incurred in advising the Debtors.

The Debtors tell the Court that the Engagement Letters contain an
identical indemnity provision that is customary in scope. The
Indemnification Provision makes clear that no indemnification is
available for claims related to willful malfeasance or negligence
on the part of Shattuck.

Joseph G. Beck, a managing director of Shattuck Hammond Partners,
assures the Court that his firm is a "disinterested person" as
that term is defined in Section 101(14) of the Bankruptcy Code.

                      U.S. Trustee Objects

Diana G. Adams, the U.S. Trustee for Region 2, asserts that the
Debtors' proposed application to retain Shattuck Hammond partners
under Section 328 of the Bankruptcy Code should not be granted
unless and until the Debtors meet their burden of demonstrating
why the fee arrangements sought are in the best interests of the
estates and are reasonable under the facts and circumstances.

Ms. DeAngelis avers that in the event that the Debtors make the
requisite showing of reasonableness of the fee structures, she
would not object to the proposed retention application if both she
and the Court are given the right to review Shattuck Hammond's fee
applications pursuant to Section 330 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: Wants Loeb as HC Advisor; U.S. Trustee Objects
--------------------------------------------------------------
St. Vincents Catholic Medical Centers and its units seek the
Court's authority to employ Loeb & Troper LLP as their healthcare
transaction advisor nunc pro tunc to April 14, 2010.

As healthcare transaction advisor, Loeb & Troper's will:

  (a) Identify and analyze both the financial value and tangible
      benefits to the potential buyers of the Nursing and
      Rehabilitation Businesses;

  (b) Analyze the Medicaid transfer price associated with the
      Sales;

  (c) Identify potential buyers and evaluating fair market
      pricing and comparing similar sales for a baseline
      comparison;

  (d) Develop both a preliminary Request for Expression of
      Interest and a formal Request for Proposal bid
      request in conjunction with other professionals,
      soliciting bids, and coordinating both processes;

  (e) Review and evaluate the received bids and bidders with the
      Debtors' management, and assessing the qualifications of
      final bidders, particularly with respect to ability to
      meet the New York State Department of Health's character
      and competency requirements;

  (f) Negotiate with potential buyers, in conjunction with the
      Debtors' management and professionals, to obtain the best
      possible sale price and contract terms; and

  (g) Identify and assist in preparing financial information
      necessary to complete the transaction, assist with the
      transfer of ownership to the new operator, monitor and
      assist as needed throughout the Certificate of Need
      process to ensure that the buyer is proceeding
      appropriately and in a timely manner, attend all meetings
      as needed, and otherwise assist in the sale closure
      process.

The Debtors have selected Loeb & Troper because the firm is
experienced in (i) marketing assets and identifying potential
purchasers, (ii) developing bid requirements, evaluating bids, and
negotiating with bidders, and (iii) overseeing the regulatory
approval process for a transaction that is often required in the
transfer of healthcare assets.

Pursuant to the Engagement Letter, Loeb & Troper will be paid:

  (a) An aggregate amount of $82,500, consisting of (i) $75,000
      payable to Loeb & Troper upon execution of the Engagement
      Letter, and (ii) an initial payment of $7,500;

  (b) A fixed monthly fee of $10,500 for the first six months of
      the Engagement, and $8,000 for each subsequent month until
      the closing of the Sales;

(c) Upon consummation of a Sale or Sales of any of the Nursing
     and Rehabilitation Businesses, Loeb & Troper will receive
     1% of the relevant sale price to be paid on the closing
     date of the relevant Sale; and

(d) The Initial Advance and the Monthly Fee will be credited
     against the Transaction Fee; provided however, that the
     minimum compensation paid to Loeb & Troper will be
     $300,000; provided however, that the Transaction Fee will
     be contingent upon consummation of the Sale or Sales of the
     Nursing and Rehabilitation Businesses.

The Debtors have also agreed to reimburse Loeb & Troper for its
out-of-pocket expenses.

The Debtors relate that prior to the Petition Date, Loeb & Troper
was paid (a) $103,500 in fees (which amount consists of the
Initial Advance and Monthly Fees for the months of January and
February 2010 and will be credited against the Transaction Fee, in
accordance with the Engagement Letter) and (b) $3,083 in expenses
from the Debtor, for prepetition services rendered and expenses
incurred through February 28, 2010 in advising the Debtors in
connection with the Engagement.

David Adest, managing director of Loeb & Troper LLP, assures the
Court that his firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.

                      U.S. Trustee Objects

Diana G. Adams, the U.S. Trustee for Region 2, asserts that the
Debtors' proposed application to retain Loeb & Troper LLP under
Section 328 of the Bankruptcy Code should not be granted unless
and until the Debtors meet their burden of demonstrating why the
fee arrangements sought are in the best interests of the estates
and are reasonable under the facts and circumstances.

Ms. DeAngelis avers that in the event that the Debtors make the
requisite showing of reasonableness of the fee structures, she
would not object to the proposed retention application if both she
and the Court are given the right to review Loeb & Troper's
fee applications pursuant to Section 330 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: Proposes Agreement with Aptium and BIMC
-------------------------------------------------------
St. Vincents Catholic Medical Centers and its units ask the Court
to approve their stipulation with Aptium W. New York, Inc. and
Beth Israel Medical Center, which stipulation authorizes them to
perform all acts and consummate all transactions including:

  (a) transferring to BIMC their interests in the cancer care
      center located at 111 Eight Avenue, New York free and
      clear of all liens, claims and encumbrances;

  (b) consensually terminating their agreements with Aptium and
      settling related claims;

  (c) entering into new agreements with Aptium and BIMC; and

  (d) authorizing the payment of the investment bankers'
      transaction fee.

Adam C. Rogoff, Esq., at Kramer Levin Naftalis & Frankel LLP, in
New York, relates that one of the urgent matters commanding the
Debtors' attention is the orderly transfer of the Hospital's
various outpatient clinics and programs.

Mr. Rogoff maintains that the Motion is precipitated by the
pressing need to facilitate the transfer of the Debtors' interests
in the Cancer Center to BIMC so that vital, life-saving treatments
continue to be provided to the Debtors' existing cancer patients
and to the Community at large.  In furtherance of this goal, the
Debtors seek Court approval of a Stipulation and Order that (i)
consensually terminates the Debtors' agreements with the current
Cancer Center operator, Aptium, so that Aptium can enter into new
agreements with BIMC to operate the cancer care facility; (ii)
resolves certain pre-petition and post-petition claims owed by the
Debtors to Aptium; and (iii) authorizes the entry of new
agreements with BIMC and Aptium to facilitate the foregoing
transactions.

Mr. Rogoff asserts that the termination agreement with Aptium
avoids the potential rejection of the existing agreements,
avoiding a potentially sizable claim for rejection damages.  He
tells the Court that in consideration for facilitating the
transfer of the Debtors' interests in the Cancer Center's
operations, BIMC will pay the Debtors $5 million.

The Department of Health has indicated that it will issue
emergency approval of BIMC's "Certificate of Need" application for
authority to provide cancer care services.

                        The Cancer Center

The Cancer Center is a comprehensive outpatient cancer facility
affiliated with the Hospital that provides cancer care, diagnosis,
treatment and recovery, as well as counseling, nutrition,
therapeutic and educational services. The Cancer Center's
professionals include physicians and nurses trained in medical
oncology, hematology, radiation oncology, surgical oncology,
diagnostic radiology, psychiatry, and pathology.  As of the
Petition Date, approximately twenty-six physicians were employed
at the Cancer Center.

As a diagnostic and treatment center, the owner and operator of
the Cancer Center is required to be licensed pursuant to
regulations promulgated by the DOH.  Prior to the Petition Date,
the Debtors entered into a number of agreements with a well known
cancer center operator, Aptium, to create a cancer treatment
center whereby SVCMC supplied the necessary regulatory credentials
and clinical staff, while Aptium provided, to the extent permitted
by law, the development, consulting, administrative and other
services to SVCMC with respect to the
operation of the Cancer Center. Aptium provides the aforementioned
services pursuant to these agreements:

  (1) Second Amended and Restated Consulting and Administrative
      Services Agreement effective as of April 11, 1996;

  (2) Sublease Agreement dated as of January 27, 1997, pursuant
      to which SVCMC agreed to sublease from Aptium the space at
      which the Cancer Center is located;

  (3) Development Agreement dated as of April 11, 1996 between
      SVCMC and Aptium;

  (4) Approvals Agreement dated as of April 11, 1996 between
      SVCMC and Aptium;

  (5) Network/Salicknet Agreement dated as of April 11, 1996
      between SVCMC and Aptium;

  (6) Amended and Restated Implementation Agreement dated as of
      August 30, 2007;

  (7) Aptium/GE Intercreditor Agreement dated as of August 30,
      2007;

  (8) Blocked Account Agreement dated as of September 18, 2007;
      and

  (9) Forbearance Agreement, dated as of February 16, 2010.

Pursuant to the Aptium Agreement, the Debtors agree, among others:

  (a) to consensually terminate the Prepetition Documents;

  (b) that the Security Documents, and any other of the
      Prepetition Documents under which Aptium's first priority
      duly perfected security interest in and to the Cancer
      Center Receivables and Program Revenue arises, will each
      remain in full force and effect solely with respect to,
      and to the extent necessary to preserve Aptium's security
      interest in those Cancer Center Receivables and Program
      Revenue, and those agreements will be terminated only at
      that time all Cancer Center Receivables and Program
      Revenue have been fully collected; and

  (c) any obligations due from the Debtors to Aptium for
      services rendered prior to Transition Date will be
      recovered solely from the Program Revenue.

The Debtors also seek to use the proceeds of the transfer to pay
the fees of their investment banker, Cain Brothers & Company.

A full-text copy of the Stipulation is available for free
at http://bankrupt.com/misc/Vincents_AptiumBIMCstip.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).


SANJAY MAHARAJ: Case Summary & 8 Largest Unsecured Creditors
------------------------------------------------------------
Joint Debtors: Sanjay Maharaj
               Reshma Nathraj Maharaj
               606 H Street
               San Bernardino, CA 92410

Bankruptcy Case No.: 10-26199

Chapter 11 Petition Date: May 26, 2010

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

Judge: Deborah J. Saltzman

Debtor's Counsel: Kathy McCormick, Esq.
                  319 Harvard Ave
                  Claremont, CA 91711
                  Tel: (909) 626-7894
                  Fax: (909) 626-7815
                  E-mail: kmccormick@martinmccormick.com

Scheduled Assets: $4,611,235

Scheduled Debts: $5,136,747

A list of the Company's 8 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb10-26199.pdf

The petition was signed by Sanjay Maharaj and Reshma Nathraj
Maharaj.


SEMGROUP LP: Chevron Fights for Setoff of SemGroup Debt
-------------------------------------------------------
Beaten but unbowed in its effort to limit losses from SemGroup
LP's reorganization, Chevron USA Inc. has challenged the
bankruptcy and district courts' refusal to let Chevron offset a
$1.5 million debt with roughly $13.5 million that SemGroup
subsidiaries owe Chevron, Bankruptcy Law360 reports.

SemGroup, L.P. -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products.  Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
November 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.

SemGroup, LP, won confirmation from the Bankruptcy Court of its
Fourth Amended Plan of Reorganization on October 28, 2008.  The
Plan, which distributes more than $2.5 billion in value to its
stakeholders, was declared effective November 30.


SIX FLAGS: H Partners Management Owns 24.3% of Common Stock
-----------------------------------------------------------
Rehan Jaffer, et al., disclosed that as of May 20, 2010, they may
be deemed to beneficially own shares of Six Flags, Inc.'s common
stock:

                                       Shares
   Reporting                           Beneficially
   Person                              Owned         Percentage
   -------                             ------------  ----------
Rehan Jaffer                            6,654,999      24.3%

H Partners Management, LLC              6,654,999      24.3%

H Partners Capital, LLC                 2,887,766      10.5%

H Partners Phoenix Capital, LLC         1,982,998       7.2%

H Partners, LP                          2,887,766      10.5%

H Offshore Fund, Ltd.                   1,335,575       4.9%

H Partners Phoenix SPV Fund, LP         1,982,998       7.2%


Rehan Jaffer is the managing member of H Management, H Capital and
Phoenix Capital.

A full-text copy of Jaffer Rehan's amended Schedule 13D is
available for free at http://researcharchives.com/t/s?6357

                         About Six Flags

Six Flags Entertainment Corporation (formerly Six Flags, Inc.) is
a publicly-traded corporation headquartered in New York City and
is the world's largest regional theme park company with 19 parks
across the United States, Mexico and Canada.

Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019).  Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel.  Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel.  Cadwalader Wickersham & Taft LLP,
serves as special counsel.  Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.  As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.

Six Flags emerged from Chapter 11 on May 1, 2010.  Under the plan
confirmed by the bankruptcy court on April 30, Six Flags reduced
its indebtedness and mandatorily redeemable preferred stock from
approximately $2.7 billion at December 31, 2009, to approximately
$1.0 billion at emergence.


SOUTHWEST GAS: Moody's Upgrades Preferred Shelf Rating to 'Ba1'
---------------------------------------------------------------
Moody's Investors Service upgraded the senior unsecured rating of
Southwest Gas Corporation to Baa2 from Baa3.  The rating outlook
is stable.

"The upgrade follows improvements in Southwest's cash flow credit
metrics which Moody's believe will be sustained for the
foreseeable future," said Kevin Rose, Vice President & Senior
Analyst.  "Even in the face of an economic downturn in Southwest's
primary service territories, financial results for 2009 were
generally robust", Rose added.  The improvement comes primarily as
a result of recent rate relief in all of Southwest's regulatory
jurisdictions, and the company's continued effort to minimize
costs.

As of March 31, 2010, the ratio of Southwest's last twelve month
cash flow from operations excluding changes in working capital to
debt, calculated in accordance with Moody's standard analytical
adjustments, had improved to over 20% from approximately 16% for
the year ended December 2006.  Over the medium term, Moody's
anticipates this metric will remain at a similar level.

The rating upgrade also recognizes signs of improvements in
Southwest's regulatory environment where Moody's remain cautiously
optimistic about, primarily in Nevada (34% of operating margins)
and potentially Arizona (55% of operating margins).  In Nevada,
the Public Utilities Commission of Nevada approved the company's
request for the implementation of decoupling mechanism in its
April 2009 general rate case, pursuant to the decoupling
legislation approved in 2008.  Furthermore, the Arizona
Corporation Commission has conducted a series of workshops in 2009
and 2010 to evaluate the possibility of implementing a decoupling
mechanism in Arizona, and is currently reviewing related proposals
submitted by utilities in its jurisdiction, including Southwest.
The final ACC decision is expected sometime later this year.

The stable outlook for Southwest reflects Moody's view that the
company can maintain credit metrics comparable to the current
level, while continuing to pursue changes to improve rate design
in Arizona, and conservatively funding capital expenditures in a
manner that is consistent with the rating.

Moody's last rating action on Southwest occurred on May 30, 2006,
when its senior unsecured rating was downgraded to Baa3 from Baa2,
and a stable rating outlook was established.

Southwest Gas ratings upgraded include:

* Sr. Unsecured to Baa2 from Baa3
* Underlying Sr. Unsecured to Baa2 from Baa3
* Sr. Unsecured Shelf to (P)Baa2 from (P)Baa3
* Preferred Shelf to (P)Ba1 from (P)Ba2
* Preference Shelf to (P)Ba1 from (P)Ba2

Based in Las Vegas, Nevada, Southwest is engaged in the business
of purchasing, distributing, and transporting natural gas in
portions of Arizona, Nevada, and California, and of a full-service
underground piping that provides utility companies with trenching
and installation, replacement, and maintenance services for energy
distribution systems.


SPANSION INC: Reaches $130M Patent Claim Estimate with Tessera
--------------------------------------------------------------
Bankruptcy Law360 reports that Spansion Inc. has taken a step
forward in its spat with rival Tessera Inc. over the amount of
prepetition claims it owes for alleged infringement of Tessera
memory patents, agreeing to estimate the amount of the claims at
$130 million.

Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware signed off Wednesday on the parties' stipulation,
according to Law360.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc. and its affiliates filed voluntary petitions for
Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead Case No. 09-
10690).  On February 9, 2009, Spansion's Japanese subsidiary,
Spansion Japan Ltd., voluntarily entered into a proceeding under
the Corporate Reorganization Law (Kaisha Kosei Ho) of Japan to
obtain protection from its creditors as part of the company's
restructuring efforts. None of Spansion's subsidiaries in
countries other than the United States and Japan are included in
the U.S. or Japan filings.  Michael S. Lurey, Esq., Gregory O.
Lunt, Esq., and Kimberly A. Posin, Esq., at Latham & Watkins LLP,
have been tapped as bankruptcy counsel.  Michael R. Lastowski,
Esq., at Duane Morris LLP, is the Delaware counsel.  Epiq
Bankruptcy Solutions LLC, is the claims agent.  As of Sept. 30,
2008, Spansion had total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.

Judge Kevin J. Carey confirmed Spansion's Plan of Reorganization
on April 16, 2010.  A group of holders of Convertible notes and
equity in Spansion presented an alternative plan, which would pay
senior noteholders in full and has funding commitment of in excess
of $425 million, but the plan was rejected.


STERLING ESTATES: Section 341(a) Meeting Scheduled for June 17
--------------------------------------------------------------
The U.S. Trustee for Region 11 will convene a meeting of Sterling
Estates (Delaware), LLC's creditors on June 17, 2010, at 1:30 p.m.
The meeting will be held at 219 South Dearborn, Office of the U.S.
Trustee, 8th Floor, Room 802, Chicago, Illinois 60604.

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.

Chicago, Illinois-based Sterling Estates (Delaware), LLC, a
Delaware Limited Liability Company, dba Sterling Estates
Manufactured Home Community, filed for Chapter 11 bankruptcy
protection on May 17, 2010 (Bankr. N.D. Ill. Case No. 10-22319).
Eugene Crane, Esq., at Crane Heyman Simon Welch & Clar, assists
the Company in its restructuring effort.  The Company listed
$50,000,001 to $100,000,000 in assets and $10,000,001 to
$50,000,000 in liabilities.


STORY BUILDING: Section 341(a) Meeting Scheduled for June 23
------------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of Story
Building LLC's creditors on June 23, 2010, at 11:00 a.m.  The
meeting will be held at Room 1-159, 411 W Fourth Street, Santa
Ana, CA 92701.

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

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

Irvine, California-based Story Building LLC filed for Chapter 11
bankruptcy protection on May 17, 2010 (Bankr. C.D. Calif. Case No.
10-16614).  Sandford Frey, Esq., who has an office in Los Angeles,
California, assists the Company in its restructuring effort.  The
Company estimated its assets and debts at $10,000,001 to
$50,000,000.


SUN WEST BANK: Closed; City National Bank Assumes All Deposits
--------------------------------------------------------------
Sun West Bank of Las Vegas, Nev., was closed on Friday, May 28,
2010, by the Nevada Financial Institutions Division, which
appointed the Federal Deposit Insurance Corporation as receiver.
To protect the depositors, the FDIC entered into a purchase and
assumption agreement with City National Bank of Los Angeles,
Calif., to assume all of the deposits of Sun West Bank.

Due to the Memorial Day holiday, the seven branches of Sun West
Bank will reopen on Tuesday, June 1, as branches of City National
Bank.  Depositors of Sun West Bank will automatically become
depositors of City National Bank.  Deposits will continue to be
insured by the FDIC, so there is no need for customers to change
their banking relationship to retain their deposit insurance
coverage.  Customers of Sun West Bank should continue to use their
existing branch until they receive notice from City National Bank
that it has completed systems changes to allow other City National
Bank branches to process their accounts as well.

As of March 31, 2010, Sun West Bank had around $360.7 million in
total assets and $353.9 million in total deposits.  City National
Bank will pay the FDIC a premium of 0.67 percent to assume all of
the deposits of Sun West Bank.  In addition to assuming all of the
deposits of the failed bank, City National Bank agreed to purchase
essentially all of the assets.

The FDIC and City National Bank entered into a loss-share
transaction on $280.0 million of Sun West Bank's assets. City
National Bank will share in the losses on the asset pools covered
under the loss-share agreement.  The loss-share transaction is
projected to maximize returns on the assets covered by keeping
them in the private sector.  The transaction also is expected to
minimize disruptions for loan customers.  For more information on
loss share, please visit:

http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers who have questions about today's transaction can call
the FDIC toll-free at 1-800-523-8089.  Interested parties also can
visit the FDIC's Web site at

http://www.fdic.gov/bank/individual/failed/swbnevada.html

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $96.7 million. City National Bank's acquisition of all the
deposits was the "least costly" resolution for the FDIC's DIF
compared to all alternatives. Sun West Bank is the 78th FDIC-
insured institution to fail in the nation this year, and the
second in Nevada. The last FDIC-insured institution closed in the
state was Carson River Community Bank, Carson City, on Feb. 26,
2010.


TANEY COUNTY: S&P Changes Outlook to Stable; Affirms 'BB' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook to stable
from negative on the rating on the Taney County Industrial
Development Authority, Mo.'s $40.63 million series 1998A and 2005B
revenue bonds, issued for Skaggs Community Health Center.
Standard & Poor's also affirmed the 'BB' rating on the bonds.

"The outlook revision is based on improving operations and the
presence of a full-time management team," said Standard & Poor's
credit analyst Brian Williamson.

The 'BB' rating reflects the health system's:

* Improved but still challenged operations that produced a
  negative 1.7% operating margin for the 11-month period ended
  March 31, 2010, versus a negative 4.1% for the fiscal year ended
  April 30, 2009; and

* Challenged balance sheet marked by 46 days' cash on hand, cash
  to debt of 46%, and leverage of 51.9% as of March 31, 2010.

Skaggs Community Health Center is a 165-bed acute-care hospital
located in Branson, Mo.

The stable outlook reflects S&P's opinion that the new management
team has helped to turn the operations of Skaggs positive.  S&P
expects that Skaggs will continue the positive trend in fiscal
2011.  If Skaggs is able to continue improving its operations and
improve its balance sheet in the next couple of years, a positive
rating change could occur.  However, if operations begin to slip
or if the balance sheet weakens, a rating or outlook change could
occur.


TERRACE POINTE: Has Until July 12 to Propose Reorganization Plan
----------------------------------------------------------------
The Hon. K.Rodney May of the U.S. Bankruptcy Court for the Middle
District of Florida directed Terrace Pointe Apartments I, LLC, to
file a proposed plan of reorganization and disclosure statement by
July 12, 2010.

Tampa, Florida-based Terrace Pointe Apartments I, LLC, aka Terrace
Pointe Apartments, filed for Chapter 11 bankruptcy protection on
April 5, 2010 (Bankr. M.D. Fla. Case No. 10-07946).  Amy Denton
Harris, Esq., at Stichter, Riedel, Blain & Prosser, P.A., assists
the Company in its restructuring effort.  The Company estimated
its assets and debts at $10,000,001 to $50 million.

Terrace Pointe Apartments II, LLC, and Terrace Pointe Apartments
III, LLC -- each disclosing assets and debts of up to $50 million
-- and other affiliates also filed for Chapter 11.


TERRACE POINTE: Units File Schedules of Assets and Liabilities
--------------------------------------------------------------
Two of Terrace Pointe Apartments I, LLC's debtor-affiliates filed
with the U.S. Bankruptcy Court for the Middle District of Florida
their schedules of assets and liabilities, disclosing:

Terrace Pointe Apartments II, LLC

   total assets: $1,626,414
   total liabilities: $11,366,287

Terrace Pointe Apartments III, LLC

   total assets: $1,898,736
   total liabilities: $11,373,601

Tampa, Florida-based Terrace Pointe Apartments I, LLC, aka Terrace
Pointe Apartments, filed for Chapter 11 bankruptcy protection on
April 5, 2010 (Bankr. M.D. Fla. Case No. 10-07946).  Amy Denton
Harris, Esq., at Stichter, Riedel, Blain & Prosser, P.A., assists
the Company in its restructuring effort.  The Company estimated
its assets and debts at $10,000,001 to $50 million.

Terrace Pointe Apartments II, LLC, and Terrace Pointe Apartments
III, LLC -- each disclosing assets and debts of up to $50 million
-- and other affiliates also filed for Chapter 11.


TEXAS RANGERS: MLB to Extend $21.5 Million DIP Financing
--------------------------------------------------------
Bankruptcy Law360 reports that Major League Baseball has won an
auction to provide the Texas Rangers with $21.5 million in
bankruptcy financing, but pressure from lenders competing for the
loan has recast the terms of the financing and permitted the team
to entertain alternatives to a $575 million purchase bid.

Law360 says Judge D. Michael Lynn of the U.S. Bankruptcy Court for
the Northern District of Texas signed off on the financing
agreement Wednesday.

                        About Texas Rangers

Texas Rangers Baseball Partners owns and operates the Texas
Rangers Major League Baseball Club, a professional baseball club
in the Dallas/Fort Worth Metroplex.

TRBP is a Texas general partnership, in which subsidiaries of HSG
Sports Group LLC own a 100% stake.  Controlled by Thomas O. Hicks,
HSG also indirectly wholly-owns Dallas Stars, L.P., which owns and
operates the Dallas Stars National Hockey League franchise.  The
Texas Rangers have had five owners since the club moved to
Arlington in 1972.  Mr. Hicks became the fifth owner in the
history of the Texas Rangers on June 16, 1998.

In its petition, Texas Rangers Baseball Partners said it had both
assets and debt of less than $500 million.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtor.  Forshey & Prostok LLP serves as conflicts counsel.
Parella Weinberg Partners LP serves as financial advisor.


TEXAS RANGERS: U.S. Trustee Says Not All Creditors Unimpaired
-------------------------------------------------------------
Texas Rangers Baseball Partners, the partnership that owns the
Texas Rangers professional baseball club, is already facing
opposition to its prepackaged reorganization.

The partnership has filed, simultaneously with the bankruptcy
petition on May 24, 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.

Under the Prepackaged Plan, all creditors of TRBP will be paid in
full from the proceeds of the sale or will have its obligations
assumed by the purchaser, and the general partners of TRBP will
retain their equity interests in TRBP.  TRBP is asking U.S.
Bankruptcy Judge Michael Lynn to approve the plan at a July 2
confirmation hearing.  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.

However, according to Bloomberg News, before the first day hearing
on May 24, the U.S. Trustee told the bankruptcy judge in a court
filing the case should be treated as a traditional reorganization,
where creditors vote on a plan after reviewing an explanatory
disclosure statement. The U.S. Trustee, the Justice Department's
watchdog in bankruptcy cases, argued in his court filing that not
all unsecured creditors would be paid in full under the team's
plan because there is no provision to pay post-bankruptcy
interest.  Consequently, the U.S. Trustee believes creditors are
entitled to vote because they are adversely affected.  The U.S.
Trustee also foresees the possibility that unsecured creditors
might not be paid in full given how money could be tied up when
the plan is approved.

Judge Lynn said he will decide later if creditors can vote on the
plan.  He also tentatively set July 9 as the date for a
confirmation hearing to approve the plan.

The Debtor, according to Bloomberg News, is also facing opposition
on its request to obtain $11.5 million in financing from an
affiliate of Major League Baseball.  Bloomberg relates that
secured lenders owed $525 million said they would provide the same
financing, although on better terms.

Bloomberg also reports that although the team requested that there
be no official committee for unsecured creditors, the U.S. Trustee
said he intends to form a committee on June 3.

                        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.


THOMAS DIVENERE: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Thomas Matthew DiVenere
        aka Tom Matthew DiVenere
        70 Riverbend Road
        Snowmass, CO 81654

Bankruptcy Case No.: 10-04524

Chapter 11 Petition Date: May 26, 2010

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

Judge: Paul M. Glenn

Debtor's Counsel: Brett A. Mearkle, Esq.
                  Parker & Dufresne, P.A.
                  8777 San Jose Blvd Suite 301
                  Jacksonville, FL 32217
                  Tel: (904) 733-7766
                  Fax: (904) 733-2919
                  E-mail: bmearkle@jaxlawcenter.com

Estimated Assets: $0 to $50,000

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 Thomas Matthew DiVenere.


TIMOTHY HEILMAN: Section 341(a) Meeting Scheduled for June 23
-------------------------------------------------------------
The U.S. Trustee for Region 10 will convene a meeting of Timothy
John Heilman's creditors on June 23, 2010, at 1:00 p.m.  The
meeting will be held at 115 4th Avenue SE, Room 206-7, Federal
Building, Aberdeen, SD 57401.

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.

Warner, South Dakota-based Timothy John Heilman, aka Tim Heilman
and Darlys Lynn Heilman, filed for Chapter 11 bankruptcy
protection on May 14, 2010 (Bankr. D. S.D. Case No. 10-10107).
Laura L. Kulm Ask, Esq., at Gerry & Kulm Ask, Prof LLC, assists
the Company in its restructuring effort.  The Company estimated
its assets and debts at $10,000,001 to $50,000,000.


TRANS CONTINENTAL: Court Grants Viacom Bid to Dismiss Suit
----------------------------------------------------------
A federal judge has chucked claims from Trans Continental
Television Productions Inc.'s contract suit that sought to hold
Viacom Inc. liable for allegedly turning over Trans Continental's
production rights for the TV show "Making the Band" to hip-hop
artist Sean "Diddy" Combs, according to Bankruptcy Law360.

Law360 says Judge John Antoon II of the U.S. District Court for
the Middle District of Florida granted Viacom's dismissal bid
Thursday.


TRANSAX INTERNATIONAL: Posts $392,013 Net Loss for Q1 2010
----------------------------------------------------------
Transax International Limited filed its quarterly report on Form
10-Q, reporting a net loss of $392,013 on $1,022,832 of revenue
for the three months ended March 31, 2010, compared with a net
loss of $279,227 on $952,318 of revenue for the same period of
2009.

The Company's balance sheet as of March 31, 2010, showed
$1,225,498 in assets and $8,933,180 of liabilities, for a
stockholders' deficit of $7,707,682.

"The Company has incurred cumulative net losses of $17,604,441,
and has a stockholders' deficit of $7,707,682 and a working
capital deficit of $6,322,257 at March 31, 2010.  Since inception,
the Company has funded operations through short-term borrowings
and the proceeds from equity sales in order to meet its strategic
objectives.  The Company's future operations are dependent upon
external funding and its ability to increase revenues and reduce
expenses.  Management believes that sufficient funding will be
available from additional related party borrowings to meet its
business objectives, including anticipated cash needs for working
capital, for a reasonable period of time.  However, there can be
no assurance that the Company will be able to obtain sufficient
funds to continue the development of its software products and
distribution networks."

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

               http://researcharchives.com/t/s?6369

Transax International Limited -- http://www.transax.com/--
primarily through its 55% owned subsidiary, Medlink Conectividade
em Saude Ltda is an international provider of information network
solutions specifically designed for healthcare providers and
health insurance companies.  The Company's MedLink Solution
enables the real time automation of routine patient eligibility,
verification, authorizations, claims processing and payment
functions.  The Company has offices located in Plantation, Florida
and Rio de Janeiro, Brazil.  The Company currently trades on the
OTC Pink Sheet market under the symbol "TNSX" and the Frankfurt
and Berlin Stock Exchanges under the symbol "TX6".

                          *     *     *

As reported in the Troubled Company Reporter on April 21, 2010,
MSPC Certified Public Accountants and Advisors, P.C., in New York,
expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
the Company has accumulated losses from operations of roughly
$17.2 million, a working capital deficiency of roughly
$6.2 million and a stockholders' deficiency of roughly
$7.4 million at December 31, 2009.


TRIBUNE CO: Amended Plan Includes Management Incentive Plan
-----------------------------------------------------------
Tribune Company and its debtor affiliates delivered to the U.S.
Bankruptcy Court for the District of Delaware a revised proposed
disclosure statement for their proposed amended joint plan of
reorganization on May 24, 2010.

A central component of the Plan is the Global Settlement of all
causes of action related to the 2007 leveraged buy-out held by the
Tribune entities, the Debtors' Estates and any Person that is
deemed to grant the releases in Section 11.2.2 of the Plan.  Any
distributions to be made pursuant to the Plan will be on account
of and in consideration of the Global Settlement, which upon the
Plan's Effective Date, will be fully binding and effective.

The Amended Plan provides an overview of the treatment of
different classes of Claims and Interests under the Plan, and
reflects the allocation, pursuant to the Global Settlement, of:

  -- approximately 7.0% of total Distributable Value to the
     Holders of Senior Noteholder Claims and Other Parent
     Claims; and

  -- approximately 1.4% of total Distributable Value to the
     Holders of General Unsecured Claims against Filed
     Subsidiary Debtors, resulting in the payment in full of
     these General Unsecured Claims, assuming the Allowed amount
     of those Claims does not exceed $150 million.

The Debtors value the aggregate additional consideration to be
provided to Holders of Senior Noteholder Claims, Other Parent
Claims, and General Unsecured Claims against Filed Subsidiary
Debtors pursuant to the Global Settlement at more than $510
million.

The Debtors, in the Amended Plan, also made additional disclosures
regarding, among others, the Guarantor Non-Debtors and
Compensation and Benefit Programs.

                      Guarantor Non-Debtors

The Debtors disclose that Tribune (FN) Cable Ventures, Inc., is a
holding company owned by Tribune Broadcasting Company with a 31.3%
interest in the Television Food Network general partnership.

Tribune Interactive, Inc. is owned by Tribune (88.5%) and Chicago
Tribune Company (11.5%) and manages the Web site operations for
Tribune's publishing and broadcasting subsidiaries and assists in
the management of Tribune's various online classified businesses.

Tribune ND, Inc., is a holding company owned by Tribune with an
approximate 3% interest in Newsday Holdings, LLC, which is the
parent company of the entity that owns and operates Newsday.

Tribune National marketing Company is a holding company owned by
Tribune with a 30.8% interest in Career Builder and a 13.9%
interest in Classified Ventures.

               Compensation and Benefit Programs

(A) TMIP

The Transition Management Incentive Plan is a self-funding
performance-based incentive compensation program that provides for
payouts based on the Debtors' level of achievement of consolidated
operating cash flow for 2009.  The TMIP participants consist of 20
management employees who hold key positions with top-level
responsibility and who also are principally responsible for the
Debtors' restructuring efforts.  The TMIP provides for
a discretionary incentive pool from which the Debtors may make
individual awards to up to 50 additional employees who, in the
Debtors' judgment, made valuable contributions to their
restructuring efforts during 2009.  Based on the Debtors' level of
consolidated OCF in 2009, payments under the TMIP will be made at
the maximum levels specified for that program.  The Debtors relate
that aggregate TMIP payments will total approximately $11.6
million.  Payouts will be made upon the Effective Date of the
Plan.

(B) KOB

The Key Operators Bonus is a self-funding performance-based
incentive compensation plan that generally provides for payouts
based on the level of incremental OCF achieved by individual
business units above their "stretch" level OCF goals for 2009.  In
total, 21 key operating leaders who oversee the Debtors' primary
operating business units participate in the KOB.  The Debtors tell
the Court that the aggregate payouts under the KOB will be
approximately $4.6 million.

The Debtors maintain that due to certain participant reductions in
the TMIP and KOB, the fact that two participants did not achieve
their KOB targets, and the fact that certain other KOB
participants did not earn maximum-level KOB payouts per the terms
of the KOB, the aggregate amount payable under the TMIP and KOB --
approximately $16.2 million -- is approximately $5 million less
than the aggregate maximum payout proposed in the 2009 MIP Motion
(approximately $21.2 million).

A full-text copy of the Amended Disclosure Statement is available
for free at http://bankrupt.com/misc/Tribune_May24AmendedDS.pdf

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

    http://bankrupt.com/misc/Tribune_DSblacklineMay24.pdf

      Committee, et al., File Disc. Statement Submissions

The Debtors relate in a certification of counsel that, in
accordance with the Court's directive at the May 20 Disclosure
Statement hearing, several parties submitted their three-page
submissions to be included in the Disclosure Statement:

  * the Official Committee of Unsecured Creditors,

  * the "Settlement Supporters," which include certain Senior
    Lenders, Senior Notes holder Centerbridge Partners, L.P. and
    Successor Senior Notes Indenture Trustee Law Debenture Trust
    Company of New York,

  * Wilmington Trust Company, as successor Indenture Trustee for
    the PHONES,

  * the "Credit Agreement Lenders" who are certain holders of
    Credit Agreement Claims, and

  * Wells Fargo Bank, N.A., as Successor Administrative Agent
    under the Bridge Loan Agreement

Full-text copies of the Submissions are available for free at:

     http://bankrupt.com/misc/Tribune_4DSsubmissions.pdf

The Debtors tell the Court that because they, as well as certain
of the submitting parties, believe that the Wells Fargo Submission
is in certain respects either inaccurate, misleading or that it
impermissibly attempts to re-argue the adequacy of the information
in the Disclosure Statement itself, Wells Fargo Submission has not
been accepted in its original form.  As Wells Fargo has not
elected to revise its Submission, the Debtors have appended the
original Wells Fargo Submission.  The Debtors also made a
blacklined version showing those revisions that they believe are
necessary to render the Submission accurate and in conformity with
the Court's ruling that the Disclosure Statement contains adequate
information.  A full-text copy of Wells Fargo's Submission is
available for free at:

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

                  Revised Solicitation Procedures

The Debtors delivered to the Court, on May 24, 2010, a revised
proposed order approving the Solicitation Motion.

The revised proposed order provides that the Debtors need not
provide ballots to holders of Claims and Interests in Class 1I,
Class 1J, Class 1L, 1M, Classes 50D through 111D, and Classes 2L
through 111L.  The Debtors also propose to include in the
Solicitation Package a compendium of position statements from
various parties-in-interest.

If a holder of a Claim in any of the Unimpaired Classes makes a
specific request to the Voting Agent, that party will receive a
CD-ROM containing the Disclosure Statement, together with the Plan
and other exhibits.

In response to the technical comment on Voting Procedures filed by
Bank of America, the Debtors state that in the event they,
JPMorgan Chase Bank, N.A., and Bank of America determine that a
Master Ballot for certain of Bank of America's Senior Loan Claims
is appropriate, Bank of America will be provided a Master Ballot
substantially in the form of the Master Ballot for Senior
Noteholder Claims, and Bank of America will be entitled to
summarize on that Master Ballot otherwise valid votes of
beneficial holders of Senior Loan Claims.

In the event the parties do not agree on the appropriateness of
using that Master Ballot or absence of need for that Master
Ballot, any of the parties may bring the matter before the Court
and each of the parties agrees not to oppose an expedited hearing
on the issue.

For the avoidance of doubt, unless a Holder of a Claim or Interest
otherwise agrees to grant the releases provided in the Plan, each
Holder whose Claim or Interest is in a Class of Claims or
Interests that is deemed to reject the Plan will not be deemed to
provide those releases.

The Debtors will use their reasonable best efforts to complete
mailing of the solicitation materials within seven business days
after the entry of the Court's order approving the Solicitation
Motion.

A blacklined and clean copy of the revised exhibits to the
Solicitation Motion are available for free at:

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

                       About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on Dec. 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.

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


TRIBUNE CO: Newspaper Guild Balks at Mgt. Incentives in Plan
------------------------------------------------------------
The Washington-Baltimore Newspaper Guild, Local 32035 of The
Newspaper Guild-CWA, AFL-CIO, complains that the Debtors'
description of the transition management incentive plan and the
key operators bonus programs submitted as part of their plan of
reorganization fails to provide stakeholders with the information
necessary to reach an "informed judgment with regard to these
aspects of the Plan.  The Guild asserts that the inclusion of
these plans makes the Debtors' Plan of Reorganization
unconfirmable.

At the very least, the Guild maintains, any description provided
to stakeholders of the TMIP and KOB should inform stakeholders
about opposition to the plans.  The Guild adds that it should also
include the full record of litigation over these plans, including
publicly-filed pleadings, transcripts and exhibits, of the
September 25, 2009 hearing.

                       About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on Dec. 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.

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

                       About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on Dec. 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.

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


TRIBUNE CO: Proposes to Continue 2010 Management Incentive Plan
---------------------------------------------------------------
Tribune Co. and its units seek the Court's authority to continue
their self- funding annual cash Management Incentive Plan for 2010
for approximately 640 management employees, including top
executives, with an aggregate payout opportunity of approximately:

  (a) $30.8 million -- representing a 50%-of-target payout to
      Top Management and a 100%-of-target payout to the
      remaining MIP participants -- if the Debtors achieve
      "planned" performance equal to 100% of their planned 2010
      consolidated operating cash flow goal included in the
      2010 operating plan that was approved by the Debtors'
      Board of Directors in February 2010;

  (b) $38.1 million -- representing a 100%-of-target payout to
      Top Management and a 118%-of-target payout to the
      remaining MIP participants -- if the Debtors achieve
      "stretch" performance for 2010 equal to approximately 119%
      of their "planned" consolidated OCF goal; and

  (c) $42.9 million -- representing a 130%-of-target payout to
      Top Management and the remaining MIP participants -- if
      the Debtors achieve "maximum" performance of nearly 150%
      of "planned" consolidated OCF for 2010 in the case of Top
      Management, and 132% of "planned" consolidated OCF in the
      case of the remaining MIP participants.

The Debtors tell the Court that they seek to continue in the
ordinary course the historical MIP that has been a key component
of their incentive-based compensation structure since at least
1997.  The Debtors relate that like the 2008 and 2009 MIP programs
that were approved by the Court, the 2010 MIP has been reviewed
and approved by the Compensation Committee of the Debtors' Board
of Directors, and was developed with an analyzed by Mercer (U.S.),
Inc., an independent compensation consulting firm.

"The need for appropriate incentives in 2010 remains strong," says
Kate J. Stickles, Esq., at Cole, Schotz, Meisel, Forman & Leonard,
P.A., in Wilmington, Delaware.  "Implementation of the 2010 MIP as
a continuing ordinary course program is eminently reasonable given
the Debtors' demonstrated ability to stabilize the profitability
of the Company during unprecedented challenging times," she adds.

A full-text copy of the Incentive Plan is available for free
at http://bankrupt.com/misc/Tribune_2010IncentivePlan.pdf

John Dempsey, a partner with Mercer (U.S.), Inc., maintains that
the incentive opportunities provided under the 2010 MIP are well
within reasonable market ranges, and indeed result in total cash
compensation that is competitive and total direct compensation
that is still materially below the market median.

A redacted copy of the Mercer Report is available for free
at http://bankrupt.com/misc/Tribune_2010MIPMercerReport.pdf

The Debtors seek the Court's authority to file under seal the
unredacted copy of Mercer's report dated May 26, 2010.  The
Debtors assert that the Unredacted Mercer Report contains, among
other data, information relating to the compensation of several
management-level employees that is not publicly available,
including without limitation compensation information presented on
an individualized basis.  The Debtors add that it also contains
financial performance goals and related information for specific
business units on an individualized basis, which stem from the
Debtors' operating plan.

                       About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on Dec. 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.

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


TRIBUNE CO: Bank Debt Trades at 40% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which Tribune Co. is a
borrower traded in the secondary market at 60.45 cents-on-the-
dollar during the week ended Friday, May 28, 2010, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This shows a drop of 2.61 percentage points from
the previous week, The Journal relates.  The Company pays 300
basis points above LIBOR to borrow under the facility, which
matures on May 17, 2014.  Moody's has withdrawn its rating while
Standard & Poor's does not rate the bank debt.  The debt is one of
the biggest gainers and losers among 179 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on Dec. 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.

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


TRUMP ENTERTAINMENT: Has DIP Financing Pending Plan Consummation
----------------------------------------------------------------
The Hon. Judith H. Wizmur of the U.S. Bankruptcy Court for the
District of New Jersey, in a final order, authorized TCI 2
Holdings, LLC, et al., to:

   -- incur postpetition financing from prepetition secured
      parties;

   -- use $1,000,000 of cash collateral; and

   -- grant replacement liens on all of the Debtors' property and
      provide superpriority administrative expense claim as
      adequate protection.

The Debtors would use the loan to fund operations and maintain
their assets pending consummation of the AHC/Debtor Plan.

The Debtors were unable to obtain financing from sources other
than the DIP Note Purchasers on terms more favorable to the
Debtors' estates than those provided for in the DIP Facilities.

The prepetition secured parties consented to the Debtors' use of
cash collateral and the DIP facilities.

Wilmington Trust FSB, as administrative agent and collateral
agent, acting on behalf of the Initial DIP Note Purchasers,
committed to provide $24,000,000 under the Initial DIP Agreement
and $21,000,000 under the Supplemental DIP Agreement.


The Debtors' authority to access the DIP loan and the cash
collateral will expire on the earliest to occur of (i) the stated
maturity date; (ii) the effective date of the AHC/Debtor Plan;
(iii) the date of the confirmation of any plan of reorganization,
other than the AHC/Debtor Plan; or (iv) the acceleration of the
obligations hereunder as a result of the occurrence of an event of
default.

                About Trump Entertainment Resorts
Based in Atlantic City, New Jersey, Trump Entertainment Resorts
Inc. (NASDAQ: TRMP) -- http://www.trumpcasinos.com/-- owns and
operates three casino hotel properties in Atlantic City, New
Jersey, which include Trump Taj Mahal Casino Resort, Trump Plaza
Hotel and Casino, and Trump Marina Hotel Casino.  The Company
conducts gaming activities and provides customers with casino
resort and entertainment.
Donald Trump is a shareholder of the Company and, as its non-
executive Chairman, is not involved in the daily operations of the
Company.  The Company is separate and distinct from Mr. Trump's
privately held real estate and other holdings.
Trump Entertainment Resorts, TCI 2 Holdings, LLC, and other
affiliates filed for Chapter 11 on February 17, 2009 (Bankr. D.
N.J., Lead Case No. 09-13654).  The Company has tapped Charles A.
Stanziale, Jr., Esq., at McCarter & English, LLP, as lead counsel,
and Weil Gotshal & Manges as co-counsel.  Ernst & Young LLP is the
Company's auditor and accountant and Lazard Freres & Co. LLC is
the financial advisor.  Garden City Group is the claims agent.
The Company disclosed assets of $2,055,555,000 and debts of
$1,737,726,000 as of December 31, 2008.
Trump Hotels & Casino Resorts, Inc., filed for Chapter 11
protection on Nov. 21, 2004 (Bankr. D. N.J. Case No. 04-46898
through 04-46925).  Trump Hotels' obtained the Court's
confirmation of its Chapter 11 plan on April 5, 2005, and in May
2005, it exited from bankruptcy under the name Trump Entertainment
Resorts Inc.


TRUMP ENTERTAINMENT: Taps Rothschild for NJCC Licensing Issues
--------------------------------------------------------------
BankruptcyData.com reports that Trump Entertainment Resorts filed
with the U.S. Bankruptcy Court a motion seeking to retain Fox
Rothschild (Contact: Nicholas Casiello, Jr.) as special counsel to
represent the Company in necessary pending licensing approval
issues before the New Jersey Casino Control Commission and to
satisfy requirements under the confirmed Plan.

According to the motion, the immediate representation by Fox
Rothschild with respect to casino licensing requirements is vital
to the Debtors' reorganization efforts. Fox Rothschild's hourly
billing rates for the Casino Control Commission retention are:
$390 to 675 for partner, 250 to 400 for associate and 115 to 250
for paralegal.  Trump Entertainment Resorts previously retained
Fox Rothschild as special counsel for labor and employment
matters.

                     About Trump Entertainment

Based in Atlantic City, New Jersey, Trump Entertainment Resorts
Inc. (NASDAQ: TRMP) -- http://www.trumpcasinos.com/-- owns and
operates three casino hotel properties in Atlantic City, New
Jersey, which include Trump Taj Mahal Casino Resort, Trump Plaza
Hotel and Casino, and Trump Marina Hotel Casino.  The Company
conducts gaming activities and provides customers with casino
resort and entertainment.

Donald Trump is a shareholder of the Company and, as its non-
executive Chairman, is not involved in the daily operations of the
Company.  The Company is separate and distinct from Mr. Trump's
privately held real estate and other holdings.

Trump Entertainment Resorts, TCI 2 Holdings, LLC, and other
affiliates filed for Chapter 11 on February 17, 2009 (Bankr. D.
N.J., Lead Case No. 09-13654).  The Company has tapped Charles A.
Stanziale, Jr., Esq., at McCarter & English, LLP, as lead counsel,
and Weil Gotshal & Manges as co-counsel.  Ernst & Young LLP is the
Company's auditor and accountant and Lazard Freres & Co. LLC is
the financial advisor.  Garden City Group is the claims agent.
The Company disclosed assets of $2,055,555,000 and debts of
$1,737,726,000 as of December 31, 2008.

Trump Hotels & Casino Resorts, Inc., filed for Chapter 11
protection on Nov. 21, 2004 (Bankr. D. N.J. Case No. 04-46898
through 04-46925).  Trump Hotels' obtained the Court's
confirmation of its Chapter 11 plan on April 5, 2005, and in May
2005, it exited from bankruptcy under the name Trump Entertainment
Resorts Inc.


UAL CORP: Seeks DOT Permission to Serve Haneda Airport
------------------------------------------------------
The Association Press reports that the U.S. Department of
Transportation tentatively gave four coveted new slot pairs -- the
rights to take off and land -- to Delta Air Lines Inc., American
Airlines and Hawaiian Airlines.

According to AP, the slots awards will make it possible for the
first time since 1978 for U.S. airlines to serve Haneda airport,
which is closer to downtown Tokyo than Narita, Tokyo's other
airport, and more attractive to business travelers.

Against this backdrop, United Air Lines, Inc. is protesting its
exclusion from new routes to Tokyo's Haneda airport, AP reports.

United asserted in its filing with the DOT, that Delta already
dominates U.S.-Tokyo service so it should not have gotten two more
routes, AP discloses.  Similarly, United pointed out that its
planned route from San Francisco would benefit more U.S.
passengers than Hawaiian's flights from Honolulu, AP says.
United, thus, insisted in the filing that it should be given
either Hawaiian's slot or one of Delta's, AP notes.

                     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: CEO Glenn Tilton Joins DOT's Advisory Committee
---------------------------------------------------------
Glenn Tilton, UAL Corp. chairman, president and CEO has accepted
an invitation to join The Future of Aviation Advisory Committee
being convened by U.S. Department of Transportation Secretary Ray
LaHood.

"I look forward to working with the Secretary and joining my
colleagues on the Future of Aviation Advisory Committee to bring
about meaningful policy initiatives that will strengthen our
industry and our national economy.  Our industry facilitates
global commerce and strengthening it will enable us to provide a
platform for sustained economic vitality," said Mr. Tilton.

"We are grateful for the leadership Secretary LaHood is
demonstrating in addressing the long-standing challenges facing
the airline industry," added Mr. Tilton.

As we communicated to the Secretary in November at the Future of
U.S. Aviation Forum, United believes that three overarching
imperatives should be addressed in order to secure the future of
the industry and best prepare it for the global market realities
of an intensely competitive industry.

The three imperatives are:

    * Assist the U.S. Airline Industry to Return to Sustained
      Profitability

Our aviation sector and customers shoulder a federal tax burden
that is typically higher than that paid by the alcohol and tobacco
industries for so-called sin goods.  Federal taxes represent as
much as 20 percent of a domestic round-trip airline ticket.  This
hampers our ability to reinvest in areas that directly benefit our
employees, customers, and communities.

    * Ensure the Global Competitiveness of the U.S. Industry

The airline industry contributes $3 trillion a year to the global
economy.  It is a catalyst for commerce and tourism, creating
jobs, connecting small communities and large cities to the world.
Restoring U.S. competitiveness requires regulatory and structural
reform that will enable airlines to operate like other global
businesses.  International investment, consolidation, and cross-
border ventures are among the business tools and options that
should be made available to the industry.

    * Invest in Air Traffic Control Infrastructure

While a satellite-based, modernized air traffic control system is
a priority for Department of Transportation and the Federal
Aviation Administration, much more needs to be done.  The
government must act now to fund this priority.  There is broad
agreement on this priority and its benefits.  It will create jobs,
improve customer service, improve safety and reduce emissions.

                     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: Reports April 2010 Traffic Results
--------------------------------------------
United Air Lines, Inc. reported its preliminary consolidated
traffic results for April 2010.  Total consolidated revenue
passenger miles (RPMs) increased in April by 0.6% on a decrease of
1.2% in available seat miles (ASMs) compared with the same period
in 2009.  This resulted in a reported April consolidated passenger
load factor of 81.4%, an increase of 1.5 points compared to 2009.

For April 2010, consolidated passenger revenue per available seat
mile (PRASM) is estimated to have increased 23.0% to 24.0% year
over year.  Consolidated PRASM is estimated to have increased 5.5%
to 6.5% for April 2010 compared to April 2008, 2.6 percentage
points of which were due to growth in ancillary revenues.

The company estimates that volcanic ash related cancellations in
April reduced April revenue by approximately $35 million and
resulted in a 2.8 point decline in capacity for the month.

United reported a U.S. Department of Transportation on-time
arrival rate of 88.5% in April.

Average April 2010 mainline fuel price, including gains or losses
on settled fuel hedges and excluding non-cash, mark-to-market fuel
hedge gains and losses, is estimated to be $2.21 per gallon.
Including non-cash, mark-to-market fuel hedge gains and losses,
the estimated fuel price is $2.07 per gallon for the month.

                               2010        2009   Percent
                               Apr.        Apr.    Change
                              -----       -----   -------
Revenue passenger miles ('000)
North America              4,725,694   4,858,381     (2.7%)
Pacific                    1,828,850   1,688,770      8.3%
Atlantic                   1,280,897   1,475,361    (13.2%)
Latin America                261,513     283,463     (7.7%)
Total International        3,371,260   3,447,594     (2.2%)
Total Mainline             8,096,954   8,305,975     (2.5%)
Regional Affiliates        1,353,168   1,083,408     24.9%
Total Consolidated         9,450,122   9,389,383      0.6%

Available seat miles ('000)
North America              5,568,261   5,718,306     (2.6%)
Pacific                    2,327,125   2,331,262     (0.2%)
Atlantic                   1,653,617   1,920,472    (13.9%)
Latin America                325,979     378,380    (13.8%)
Total International        4,306,721   4,630,114     (7.0%)
Total Mainline             9,874,982  10,348,420     (4.6%)
Regional Affiliates        1,736,888   1,402,467     23.8%
Total Consolidated        11,611,870  11,750,887     (1.2%)

Load factor
North America                  84.9%       85.0%  (0.1 pts)
Pacific                        78.6%       72.4%   6.2 pts
Atlantic                       77.5%       76.8%   0.7 pts
Latin America                  80.2%       74.9%   5.3 pts
Total International            78.3%       74.5%   3.8 pts
Total Mainline                 82.0%       80.3%   1.7 pts
Regional Affiliates            77.9%       77.3%   0.6 pts
Total Consolidated             81.4%       79.9%   1.5 pts

Revenue passenger boarded ('000)
Mainline                       4,402       4,706     (6.5%)
Regional Affiliates            2,345       2,045     14.7%
Total Consolidated             6,747       6,751     (0.1%)

Cargo ton miles ('000)
Freight                      146,413     108,294     35.2%
Mail                          14,814      16,654    (11.0%)
Total Mainline               161,227     124,948     29.0%

              GAAP To Non-GAAP Reconciliations

Pursuant to SEC Regulation G, the Company has included the
following reconciliation of reported non-GAAP financial measures
to comparable financial measures reported on a GAAP basis.  Since
the Company did not apply cash flow hedge accounting prior to
April 1, 2010, the Company believes that the net fuel hedge
adjustments provide management and investors with a better
perspective of its performance and comparison to its peers because
the adjustments reflect the economic fuel cost during the periods
presented and many of our peers apply cash flow hedge accounting.
The non-cash mark to market adjustment includes the reversal of
prior period non-cash mark to market related to April hedge
settlements and April mark to market gain related to hedges that
will settle in May and June 2010, which were not designated as
cash flow hedges.

                                               April 2010
                                               ----------
Mainline fuel price per gallon excluding
non-cash, net mark-to-market gains and losses        $2.21

Add: Non-cash, net mark to market (gains)
and losses per gallon                                (0.14)
                                               ----------
Mainline fuel price per gallon                       $1.67
                                               ==========


                     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 AIR LINES: Bank Debt Trades at 12% Off in Secondary Market
-----------------------------------------------------------------
Participations in a syndicated loan under which United Air Lines,
Inc., is a borrower traded in the secondary market at 88.00 cents-
on-the-dollar during the week ended Friday, May 28, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This shows a drop of 2.09 percentage
points from the previous week, The Journal relates.  The Company
pays 200 basis points above LIBOR to borrow under the facility.
The bank loan matures on Feb. 13, 2013, and carries Moody's B3
rating and Standard & Poor's B+ rating.  The debt is one of the
biggest gainers and losers among 179 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United Air
Lines, 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 before the Committee was
dissolved when the Debtors emerged from bankruptcy.

Judge Eugene R. Wedoff confirmed the Debtors' Second Amended Plan
on Jan. 20, 2006.  The company emerged from bankruptcy protection
on Feb. 1, 2006.  (United Airlines Bankruptcy News; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)


VALASSIS COMMS: Bank Debt Trades at 3% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Valassis
Communications, Inc., is a borrower traded in the secondary market
at 96.75 cents-on-the-dollar during the week ended Friday, May 28,
2010, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This shows a drop of 1.65
percentage points from the previous week, The Journal relates.
The Company pays 175 basis points above LIBOR to borrow under the
facility.  The bank loan matures on March 2, 2014, and carries
Moody's Ba1 rating and Standard & Poor's BB+ rating.  The debt is
one of the biggest gainers and losers among 179 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

As reported by the Troubled Company Reporter on May 6, 2010,
Standard & Poor's raised its corporate credit and issue-level
ratings on Valassis Communications, Inc.  S&P raised the corporate
credit rating to 'BB-' from 'B+'.  The ratings were removed from
CreditWatch, where they were placed with positive implications
Feb. 1, 2010.  The rating outlook is stable.

At the same time, S&P revised its recovery rating on the company's
senior secured credit facility, comprising a $50 million revolving
line of credit due 2012, a $354 million term loan B due 2014, and
a $117 million delayed draw term loan due 2014.  S&P revised the
recovery rating to '1', indicating its expectation of very high
(90% to 100%) recovery for lenders in the event of a payment
default, from '2'.  The issue-level rating was raised to 'BB+'
(two notches higher than the 'BB-' corporate credit rating) from
'BB-', in accordance with S&P's notching criteria for a '1'
recovery rating.

S&P also revised its recovery rating on the company's 8.25% senior
notes due 2015 to '4', indicating its expectation of average (30%
to 50%) recovery for noteholders in the event of a payment
default, from '6'.  The issue-level rating was raised to 'BB-'
(the same level as the 'BB-' corporate credit rating) from 'B-',
in accordance with S&P's notching criteria for a '4' recovery
rating.

The change in recovery ratings reflects the amendment to Valassis'
credit agreement, which reduces the company's revolving credit
commitment and allows for the use of legal settlement proceeds to
repurchase a portion of outstanding senior unsecured debt.

Valassis Communications, Inc., offers a wide range of promotional
and advertising products including shared (direct) mail (about 57%
of FY 2009 revenue), free-standing inserts (16%), neighborhood
targeting (20%), sampling, coupon clearing and consulting and
analytic services.  Annual revenue approximates $2.2 billion.


VERINT SYSTEMS: S&P Raises Corporate Credit Rating to 'B+'
----------------------------------------------------------
Standard & Poor's Rating Services said it raised its ratings on
Melville, N.Y.-based Verint Systems Inc., including its corporate
credit rating, which S&P raised to 'B+' from 'B'.  S&P removed the
ratings from CreditWatch, where they had been placed with
developing implications on Jan. 29, 2010.  The outlook is stable.

"The upgrade follows recent financial statement filings by Verint,
which satisfy financial reporting requirements contained in its
senior secured credit facilities, and eliminate concerns about a
potential near-term technical default," said Standard & Poor's
credit analyst Susan Madison.  The release of audited annual
financial statements through the period ended Jan. 31, 2010, also
improves visibility into the business and financial operations of
the company.


VILLA CONTENTO: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Villa Contento Housing, Inc.
        15509 N. Scottsdale Road
        Scottsdale, AZ 85254

Bankruptcy Case No.: 10-16437

Chapter 11 Petition Date: May 26, 2010

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

Judge: Randolph J. Haines

Debtor's Counsel: Bert L. Roos, Esq.
                  5045 N. 12th St, Suite B
                  Phoenix, AZ 85014
                  Tel: (602) 242-7869
                  Fax: (602) 242-5975
                  E-mail: blrpc85015@msn.com

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

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

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

The petition was signed by Robert Banovac, member.


VILLAGEEDOCS INC: Posts $450,813 Net Loss in Q1 2010
----------------------------------------------------
VillageEDOCS, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $450,813 on $2,159,113 of revenue for the
three months ended March 31, 2010, compared with a net loss of
$420,743 on $2,801,449 of revenue for the same period of 2009.

The Company's balance sheet as of March 31, 2010, showed
$8,541,436 in assets, $2,612,142 of liabilities, and $5,929,294 of
stockholders' equity.

KMJ Corbin & Company LLP, in Costa Mesa, Calif., expressed
substantial doubt about the Company's ability to continue as a
going concern after auditing the Company's financial statements
for the year ended December 31, 2009.  The independent auditors
noted that the Company has incurred recurring losses from
operations.

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

               http://researcharchives.com/t/s?636d

Santa Ana, Calif.-based VillageEDOCS, Inc. is a global outsource
provider of business process solutions that simplify, facilitate
and enhance critical business processes.


VISTA ROBLE: Case Summary & 7 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Vista Roble, LLC
        139 Branch Street
        Arroyo Grande, CA 93420

Bankruptcy Case No.: 10-12605

Chapter 11 Petition Date: May 26,2010

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

Judge: Robin Riblet

Debtor's Counsel: Jerry Namba, Esq.
                  625 E Chapel St
                  Santa Maria, CA 93454
                  Tel: (805) 347-9848
                  Fax: (805) 347-9858
                  E-mail: nambaepiq@earthlink.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/cacb10-12605.pdf

The petition was signed by Gregory J. Nester, managing member.


VISTEON CORP: PwC Bills $4 Million in Fees
------------------------------------------
Pursuant to Sections 330 and 331 of the Bankruptcy Code, several
of Visteon Corp.'s professionals filed interim fee applications:

Professional              Period          Fees       Expenses
------------             ---------     ----------   ----------
PricewaterhouseCoopers   06/17/09-
LLP                      08/31/09      $2,032,582     $9,582

PricewaterhouseCoopers   09/01/09-
LLP                      11/30/09       1,916,837     13,468

PricewaterhouseCoopers   12/01/09-
LLP                      02/28/10         300,000      2,479

Accretive Solutions-     03/29/10-
Detroit, Inc.            05/02/10          54,052         90

Accretive Solutions-     11/30/09-
Detroit, Inc.            05/02/10         340,795         90

Hammonds LLP             02/15/10-
                         04/30/10         276,738     15,714

Pachulski Stang Ziel     12/01/09-
& Jones LLP              02/28/10         135,211     15,530

PwC serves as the Debtors' independent auditors.  Accretive
Solutions acts as the Debtors' tax consultants.  Hammonds is the
Debtors' UK counsel.  Pachulski serves as co-counsel to the
Debtors.

In separate filings, the Debtors certified to the Court that no
objections were filed as to these professionals' fee
applications:

   Professional                              Period
   ------------                          -----------------
   Rothschild Inc.                       11/01/09-02/28/10
   Kirkland & Ellis LLP                  03/01/10-03/31/10

Chanin Capital Partners, LLC also seeks payment of fees for
$150,000 and reimbursement of expenses for $2,181 for the period
from March 1 to March 31, 2010.  Chanin Capital serves as the
restructuring and financial advisor to the Official Committee of
Unsecured Creditors.

The Committee certified to the Court that no objections were
filed as to FTI Consulting, Inc.'s fee application for the period
from March 1 to March 31, 2010.

                         About Visteon Corp.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The Company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of US$4,561,000,000 and
debts of US$5,311,000,000 as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


WASHINGTON MUTUAL: Shareholders' Panel Wants to Probe JPMorgan
--------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that the official
committee of equity holders for Washington Mutual Inc. is seeking
authority from the Bankruptcy Court to conduct an investigation of
JPMorgan Chase & Co. and the events that led to the takeover of
WaMu's bank subsidiary by the Federal Deposit Insurance Corp.

According to the report, the Equity Committee contends that the
WaMu holding company undertook an investigation that was
"dramatically incomplete" and "was terminated prematurely" when
the global settlement with JPMorgan and the FDIC was announced in
March.

The Equity Committee, Bloomberg relates, said there may be
"potential business tort claims" against JPMorgan for taking steps
to harm WaMu's bank business so it could take over the bank with
assistance from the FDIC.

WaMu, the FDIC and JPMorgan have all signed a definitive
settlement that can be implemented with the confirmation of
WaMu's Chapter 11 plan.  The settlement enables WaMu to proceed
with a Chapter 11 plan designed to distribute more than $7 billion
to creditors.  Senior bondholders have already conveyed opposition
to the global settlement.

                    About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over September 25 by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

Peter Calamari, Esq., and David Elsberg, Esq., at Quinn Emanuel
Urquhart Oliver & Hedges, LLP, served as legal counsel to WMI with
responsibility for the litigation.  Brian Rosen, Esq., at Weil,
Gotshal & Manges LLP served as legal counsel to WMI with
responsibility for the chapter 11 case.

Bankruptcy Creditors' Service Inc. publishes Washington Mutual
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Washington Mutual Inc. (http://bankrupt.com/newsstand/or
215/945-7000).


WASHINGTON MUTUAL: Blocks Shareholders Appeal From 3rd Circ.
------------------------------------------------------------
Bankruptcy Law360 reports that Washington Mutual Inc. is trying to
stop the official committee of equity security holders from
bypassing the district court when it appeals a bankruptcy judge's
rejection of its request to appoint an independent examiner.

Law360 says shareholders - which under WaMu's current
reorganization plan will not receive any distribution - want to
appeal the case directly from the U.S. Bankruptcy Court for the
District of Delaware.

                      About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over September 25 by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

Peter Calamari, Esq., and David Elsberg, Esq., at Quinn Emanuel
Urquhart Oliver & Hedges, LLP, served as legal counsel to WMI with
responsibility for the litigation.  Brian Rosen, Esq., at Weil,
Gotshal & Manges LLP served as legal counsel to WMI with
responsibility for the chapter 11 case.

Bankruptcy Creditors' Service Inc. publishes Washington Mutual
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Washington Mutual Inc. (http://bankrupt.com/newsstand/or
215/945-7000).


WEST CORP: Bank Debt Trades at 4% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which West Corporation
is a borrower traded in the secondary market at 95.63 cents-on-
the-dollar during the week ended Friday, May 28, 2010, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This shows a drop of 2.57 percentage points from
the previous week, The Journal relates.  The Company pays 387
basis points above LIBOR to borrow under the facility, which
matures on July 1, 2016.  The bank debt carries Moody's B1 rating
while it is not rated by Standard & Poor's.  The debt is one of
the biggest gainers and losers among 179 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

Founded in 1986 and headquartered in Omaha, Nebraska, West
Corporation -- http://www.west.com/-- provides outsourced
communication solutions to many of the world's largest companies,
organizations and government agencies.  West Corporation has a
team of 41,000 employees based in North America, Europe and Asia.


WEST CORP: Bank Debt Trades at 7% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which West Corporation
is a borrower traded in the secondary market at 93.46 cents-on-
the-dollar during the week ended Friday, May 28, 2010, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This shows a drop of 2.49 percentage points from
the previous week, The Journal relates.  The Company pays 237.5
basis points above LIBOR to borrow under the facility.  The bank
loan matures on May 11, 2013, and carries Moody's B1 rating and
Standard & Poor's BB- rating.  The debt is one of the biggest
gainers and losers among 179 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

Founded in 1986 and headquartered in Omaha, Nebraska, West
Corporation -- http://www.west.com/-- provides outsourced
communication solutions to many of the world's largest companies,
organizations and government agencies.  West Corporation has a
team of 41,000 employees based in North America, Europe and Asia.


WESTSIDE DEVELOPMENT: Section 341(a) Meeting Scheduled for June 21
------------------------------------------------------------------
The U.S. Trustee for Region 9 will convene a meeting of Westside
Development Group, LLC's creditors on June 21, 2010, at 11:00 a.m.
The meeting will be held at 211 West Fort Street Building, Room
315 E (not at the Levin Courthouse), Detroit, MI 48226.

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.

Royal Oak, Michigan-based Westside Development Group, LLC, aka
Sorano Commercial Village, filed for Chapter 11 bankruptcy
protection on May 13, 2010 (Bankr. E.D. Mich. Case No. 10-55931).
Kenneth J. Wrobel Jr., Esq., who has an office in Birmingham,
Michigan, assists the Company in its restructuring effort.  The
Company estimated its assets and debts at $10,000,001 to
$50,000,000.


WISE METALS: Posts $8.6 Million Net Loss for March 31 Quarter
-------------------------------------------------------------
Wise Metals Group LLC filed its quarterly report on Form 10-Q,
showing a net loss of $8.6 million on $305.0 million of net sales
for the three months ended March 31, 2010, compared with a net
loss of $38.6 million net loss on $157.8 million of net sales for
the same period a year ago.

The Company's balance sheet at March 31, 2010, showed $564.0
million in total assets, $660.8 million in total current
liabilities, and $200.0 million in total non-current liabilities,
for a members' deficit of $381.4 million.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?6360

Based in Baltimore, Md., Wise Metals Group LLC includes Wise
Alloys, the world's third-leading producer of aluminum can stock
for the beverage and food industries; Wise Recycling, one of the
largest, direct-from-the-public collectors of aluminum beverage
containers in the United States; Listerhill Total Maintenance
Center, specializing in providing maintenance, repairs and
fabrication to manufacturing and industrial plants worldwide;
Alabama Electric Motor Service specializing in electric motor and
pump service, repair and replacement; and Alabama Spares And Parts
providing on-site spare part inventory management and procurement
services.


XERIUM TECHNOLOGIES: S&P Raises Corporate Credit Rating to 'B'
--------------------------------------------------------------
Standard & Poor's Ratings Services raised the corporate credit
rating on Raleigh, N.C.-based Xerium Technologies Inc. to 'B' from
'D'.  S&P also assigned a 'BB-' issue-level rating with a recovery
rating of '1', indicating very high (90% to 100%) recovery of
principal in a payment default scenario, to Xerium's first-lien
secured debt.  S&P also assigned a 'B+' issue-level rating and '2'
recovery rating, indicating substantial (70% to 90%) recovery of
principal in a default scenario, to the company's second-lien
secured debt.  The outlook is stable.

"The rating actions reflect the company's announcement that it
emerged from bankruptcy on May 25, 2010," said Standard & Poor's
credit analyst Sarah Wyeth.  "Under the reorganization, Xerium
reduced its total debt to $470 million from about $630 million,"
she continued.

The ratings reflect S&P's view of Xerium's weak business risk
profile and highly leveraged financial risk profile.  The business
risk profile takes into account the company's presence in the
cyclical and competitive market for papermaking products, limited
end-user industry diversification, and S&P's expectation that
structurally weak, medium-term demand in mature markets would
likely continue to pressure prices for the company's products.

S&P could lower the ratings if Xerium's operating performance does
not improve consistent with S&P's expectations and the company
does not use free cash flow to reduce debt.  For example, if
EBITDA remains flat, at about $100 million and the company does
not reduce debt, resulting in limited EBITDA headroom over its
leverage covenant, S&P could consider lowering the ratings.
Factors that could contribute to such a scenario would be
continued global economic weakness, increased pricing pressures,
and adverse foreign exchange movements.  S&P could consider
raising the ratings if the company improves leverage to about
4.5x, which it could achieve through revenue growth, stable
operating margins, and by applying free cash flow to debt
reduction.  S&P would also expect the company to adopt a less-
aggressive financial policy to support higher ratings.


* Goldman Sachs Seeking to Invest in Firm Buying Failed Banks
-------------------------------------------------------------
Bloomberg News, citing public records, reports that a Goldman
Sachs Group Inc. private equity fund is seeking to join Oaktree
Capital Management LP and the Illinois teachers' pension fund as
an investor in a company planning to buy failed U.S. banks.
Goldman Sachs applied to acquire as much as 25% of SKBHC Holdings
LLC, a Corona del Mar, California-based firm trying to win
approval to become a bank holding company, according to an
announcement on the Federal Register Web site.  Oaktree is also
seeking 25% of the company and the Illinois fund voted to invest
$100 million.

According to Bloomberg, SKBHC, in its application to the Federal
Reserve, said it is trying to purchase Starbuck, Minnesota-based
Starbuck Bancshares Inc. and acquire assets and liabilities from
failed U.S. depositories.  Scott Kisting, the former co-head of
global banking at Merrill Lynch & Co., is SKBHC's chairman and
chief executive officer, according to the application.

A total of 73 banks have been shut by regulators this year.  With
41 banks closed in the first quarter, the Federal Deposit
Insurance Corp.'s deposit insurance fund was at negative
$20.7 billion at the end of the first quarter.


* BOND PRICING -- For The Week From May 24 to May 28, 2010
----------------------------------------------------------
Company Name          Coupon        Maturity   Bid Price
------------          ------        --------   ---------
ABITIBI-CONS FIN        7.88%        8/1/2009       18.00
BOWATER INC             9.50%      10/15/2012       37.50
BOWATER INC             6.50%       6/15/2013       34.50
AMBAC INC               9.38%        8/1/2011       48.00
ACARS-GM                8.10%       6/15/2024       20.00
INTL LEASE FIN          4.80%       6/15/2010       98.50
METALDYNE CORP         11.00%       6/15/2012        1.60
AT HOME CORP            0.52%      12/28/2018        0.50
MERRILL LYNCH           3.21%        3/9/2011       99.75
BANK NEW ENGLAND        8.75%        4/1/1999       11.88
BANK NEW ENGLAND        9.88%       9/15/1999       11.88
BLOCKBUSTER INC         9.00%        9/1/2012       15.50
BANKUNITED FINL         6.37%       5/17/2012        7.25
BANKUNITED FINL         3.13%        3/1/2034        7.88
BRODER BROS CO         11.25%      10/15/2010       88.00
CAPMARK FINL GRP        5.88%       5/10/2012       30.00
COLONIAL BANK           6.38%       12/1/2015        0.20
CITADEL BROADCAS        4.00%       2/15/2011       55.00
CELL THERAPEUTIC        4.00%        7/1/2010       94.25
DECODE GENETICS         3.50%       4/15/2011        0.03
EDDIE BAUER HLDG        5.25%        4/1/2014        5.00
EVERGREEN SOLAR         4.00%       7/15/2013       37.00
FORD MOTOR CRED         5.45%       6/21/2010       98.38
FRIEDE GOLDMAN          4.50%       9/15/2004        0.88
FGP-CALL06/10           8.75%       6/15/2012      100.21
FEDDERS NORTH AM        9.88%        3/1/2014        0.88
FLEETWOOD ENTERP       14.00%      12/15/2011       15.38
FINLAY FINE JWLY        8.38%        6/1/2012        0.75
FAIRPOINT COMMUN       13.13%        4/1/2018       16.13
FAIRPOINT COMMUN       13.13%        4/2/2018       13.00
GENERAL MOTORS          9.45%       11/1/2011       28.50
GENERAL MOTORS          7.13%       7/15/2013       29.21
GENERAL MOTORS          7.70%       4/15/2016       29.50
GASCO ENERGY INC        5.50%       10/5/2011       62.50
155 E TROPICANA         8.75%        4/1/2012        5.25
ELEC DATA SYSTEM        3.88%       7/15/2023       92.50
HERTZ CORP              6.35%       6/15/2010      100.00
HAWAIIAN TELCOM         9.75%        5/1/2013        3.50
HAWAIIAN TELCOM        12.50%        5/1/2015        1.40
INTEGRA LIFESCIE        2.75%        6/1/2010       99.53
INDALEX HOLD           11.50%        2/1/2014        2.80
INN OF THE MOUNT       12.00%      11/15/2010       41.00
LAMR-CALL06/10          7.25%        1/1/2013      100.00
LEHMAN BROS HLDG        7.88%       11/1/2009       19.00
LEHMAN BROS HLDG        4.38%      11/30/2010       18.00
LEHMAN BROS HLDG        5.00%       1/14/2011       20.10
LEHMAN BROS HLDG        6.00%        4/1/2011       21.00
LEHMAN BROS HLDG        5.75%       4/25/2011       19.00
LEHMAN BROS HLDG        5.75%       7/18/2011       19.00
LEHMAN BROS HLDG        4.50%        8/3/2011       20.96
LEHMAN BROS HLDG        6.63%       1/18/2012       21.38
LEHMAN BROS HLDG        5.25%        2/6/2012       21.25
LEHMAN BROS HLDG        1.50%       3/23/2012       20.00
LEHMAN BROS HLDG        1.25%       6/13/2012       19.05
LEHMAN BROS HLDG        6.00%       7/19/2012       21.25
LEHMAN BROS HLDG        5.00%       1/22/2013       19.00
LEHMAN BROS HLDG        5.63%       1/24/2013       19.00
LEHMAN BROS HLDG        5.10%       1/28/2013       19.80
LEHMAN BROS HLDG        5.00%       2/11/2013       19.00
LEHMAN BROS HLDG        4.80%       2/27/2013       17.60
LEHMAN BROS HLDG        4.70%        3/6/2013       20.85
LEHMAN BROS HLDG        5.00%       3/27/2013       20.50
LEHMAN BROS HLDG        5.75%       5/17/2013       20.02
LEHMAN BROS HLDG        0.45%      12/27/2013       20.00
LEHMAN BROS HLDG        5.25%       1/30/2014       20.91
LEHMAN BROS HLDG        4.80%       3/13/2014       20.00
LEHMAN BROS HLDG        6.20%       9/26/2014       20.75
LEHMAN BROS HLDG        5.15%        2/4/2015       19.38
LEHMAN BROS HLDG        5.25%       2/11/2015       19.70
LEHMAN BROS HLDG        8.80%        3/1/2015       20.00
LEHMAN BROS HLDG        8.50%        8/1/2015       17.83
LEHMAN BROS HLDG        5.00%        8/5/2015       17.40
LEHMAN BROS HLDG        6.00%      12/18/2015       20.20
LEHMAN BROS HLDG        5.50%        4/4/2016       20.00
LEHMAN BROS HLDG        8.92%       2/16/2017       17.00
LEHMAN BROS HLDG        5.88%      11/15/2017       19.00
LEHMAN BROS HLDG        5.70%       1/28/2018       18.50
LEHMAN BROS HLDG        5.50%        2/4/2018       18.10
LEHMAN BROS HLDG        6.00%       2/12/2018       19.50
LEHMAN BROS HLDG        5.50%       2/19/2018       18.60
LEHMAN BROS HLDG        8.05%       1/15/2019       18.50
LEHMAN BROS HLDG        7.00%       4/16/2019       18.50
LEHMAN BROS HLDG        8.75%      12/21/2021       20.50
LEHMAN BROS HLDG        8.00%        3/5/2022       17.50
LEHMAN BROS HLDG       11.00%       6/22/2022       19.00
LEHMAN BROS HLDG       11.00%       7/18/2022       17.50
LEHMAN BROS HLDG       11.00%       8/29/2022       19.00
LEHMAN BROS HLDG        9.50%      12/28/2022       19.50
LEHMAN BROS HLDG        9.50%       1/30/2023       19.00
LEHMAN BROS HLDG        8.75%        2/6/2023       17.05
LEHMAN BROS HLDG        8.40%       2/22/2023       17.95
LEHMAN BROS HLDG        9.50%       2/27/2023       19.00
LEHMAN BROS HLDG        6.50%        3/6/2023       15.50
LEHMAN BROS HLDG       10.00%       3/13/2023       22.50
LEHMAN BROS HLDG       10.38%       5/24/2024       18.26
LEHMAN BROS HLDG        6.63%       7/27/2027       16.13
LEHMAN BROS HLDG       11.00%       3/17/2028       19.38
LEHMAN BROS HLDG        6.50%       7/13/2037       15.00
LLL-CALL06/10           6.13%       1/15/2014      101.00
LANDRY'S RESTAUR        9.50%      12/15/2014       84.80
MAJESTIC STAR           9.75%       1/15/2011       12.50
MFCCN-CALL06/10         5.05%       6/15/2030       96.30
MGM MIRAGE              8.38%        2/1/2011      100.25
NORTH ATL TRADNG        9.25%        3/1/2012       42.25
NEFF CORP              10.00%        6/1/2015        9.63
NEWPAGE CORP           10.00%        5/1/2012       57.75
NEWPAGE CORP           12.00%        5/1/2013       31.82
LEINER HEALTH          11.00%        6/1/2012        8.75
PALM HARBOR             3.25%       5/15/2024       73.50
POPE & TALBOT           8.38%        6/1/2013        0.50
PVH-CALL06/10           8.13%        5/1/2013      101.31
QUANTUM CORP            4.38%        8/1/2010       92.55
RAFAELLA APPAREL       11.25%       6/15/2011       65.00
RASER TECH INC          8.00%        4/1/2013       38.00
SPHERIS INC            11.00%      12/15/2012       27.50
STATION CASINOS         6.00%        4/1/2012        6.70
STATION CASINOS         6.50%        2/1/2014        1.00
STATION CASINOS         6.88%        3/1/2016        0.80
STATION CASINOS         7.75%       8/15/2016        6.75
TEKNI-PLEX INC         12.75%       6/15/2010       85.00
THORNBURG MTG           8.00%       5/15/2013        1.75
TRANS-LUX CORP          8.25%        3/1/2012        7.67
TOUSA INC               9.00%        7/1/2010       57.50
TOUSA INC               9.00%        7/1/2010       68.00
TOUSA INC              10.38%        7/1/2012        6.00
TOUSA INC               7.50%       1/15/2015        5.00
TIMES MIRROR CO         7.25%        3/1/2013       28.00
TRICO MARINE            3.00%       1/15/2027       19.38
TRUMP ENTERTNMNT        8.50%        6/1/2015        0.50
VIRGIN RIVER CAS        9.00%       1/15/2012       45.50
VERENIUM CORP           5.50%        4/1/2027       37.00
VERASUN ENERGY          9.38%        6/1/2017        6.63
WCI COMMUNITIES         9.13%        5/1/2012        2.00
WCI COMMUNITIES         7.88%       10/1/2013        1.00
WASH MUT BANK NV        5.50%       1/15/2013        0.38
WASH MUT BANK NV        5.95%       5/20/2013        0.38
WASH MUT BANK FA        5.65%       8/15/2014        0.35
WASH MUT BANK FA        5.13%       1/15/2015        0.38
WASH MUT BANK NV        6.75%       5/20/2036        0.38
YELLOW CORP             5.00%        8/8/2023       61.00



                           *********

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 ***