TCR_Public/100601.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Tuesday, June 1, 2010, Vol. 14, No. 150

                            Headlines

155 EAST TROPICANA: Posts $3.9 Million Net Loss for March 31 Qtr
ADVANTA CORP: Inks 5-Month Lease Agreement with TCA Plymouth
AGY HOLDING: Posts $5 Million Net Loss for March 31 Quarter
AIRCRAFT SEAL: Involuntary Chapter 11 Case Summary
AIRTRAN HOLDINGS: Biggins & 2 Others Named Class 3 Directors

ALLEN CAPITAL: Court Extends Plan Filing Exclusivity to July 31
ALMATIS BV: Dubai International to Complete Plan Proposal
ALMATIS BV: U.S. Court Enters Order Imposing Injunction
ALMATIS BV: Wins Final Approval to Cash Collateral Access
ALMATIS BV: Wins U.S. Court's Final Approval to Pay Employees

AMERICA'S SUPPLIERS: Swings to $22,251 Net Income in Q1 2010
AMERICAN TONERSERV: Posts $2.8 Million Net Loss in Q1 2010
AMH HOLDINGS: Posts $18.6 Million Net Loss for April 3 Quarter
AMR CORP: Cornerstone Strategy Results to $500MM in Annual Savings
ANTOINE WALKER: Foreclosure Prompts Bankruptcy Filing

ATLANTIC FACILITIES: Plan Confirmation Hearing Set for July 6
BANKUNITED FIN'L: Committee Sues FDIC over Ownership of D&O Claims
BASHAS' INC: Financing Woes Delaying Chapter 11 Emergence
BERNARD MADOFF: Trustee Sues to Stop 12 Creditor Suits
BIO-KEY INTERNATIONAL: Earns $1.0 Million in Q1 2010

BLUE HERON: Wants Until July 31 to File Reorganization Plan
BOCA BRIDGE: Involuntary Chapter 11 Case Summary
BONDEX INTERNATIONAL: Files for Ch. 11 to Resolve Asbestos Claims
CAMTECH PRECISION: Gets Interim OK to Hire Kelley as Gen. Counsel
CANWEST GLOBAL: Canada Court OKs C$1.1 B Bid for Newspaper Assets

CANWEST GLOBAL: Court Sanctions CCAA Plan of Senior Lenders
CANWEST GLOBAL: Creditors' Meeting Scheduled for June 10
CARBON GREEN: Posts $2.0 Million Net Loss in Q3 Ended March 31
CARIAN MANAGEMENT: Taps C. Conde as Bankruptcy Counsel
CAROLINA PARK: Court Extends Schedules Deadline Until June 15

CARLONA PARK: Wants to Hire Levy Law as Bankruptcy Counsel
CATALYST PAPER: Files Indenture of Class B 11% Sr. Notes 2016
CATHOLIC CHURCH: Court Names Gross & Rutter as Wilm. Mediator
CATHOLIC CHURCH: Wilmington Lay Employees Committee Formed
CATHOLIC CHURCH: Proposes July 30 Extension of Removal Period

CATHOLIC CHURCH: Delaware Court Allows $6.9MM Withdrawals
CHA HAWAII: Management Plan Confirmed over St. Francis's
CHEM RX: Taps KCC as Claims & Noticing Agent
CHEM RX: Wants Robert Rosenfeld as Chief Restructuring Officer
CIRTRAN CORPORATION: Posts $922,297 Net Loss for March 31 Qtr

CITIGROUP INC: To Issue and Sell $1.5 Billion Debt Securities
CITIZENS REPUBLIC: DBRS Downgrades Ratings to 'B'
CONGOLEUM CORP: Files Feasibility Analysis Prepared by SGS Capital
CONSTELLATION BRANDS: Fitch Issuer Default Rating to 'BB'
COUNTRY CLUB: Emerges from Chapter 11 Protection

COYOTES HOCKEY: Glendale Puts $25 Million into Escrow Account
CRDENTIA CORP: Wins Confirmation of Sale-Based Plan
CROWN CORK: Moody's Upgrades Corporate Family Rating to 'Ba2'
CRYSTAL SPRINGS: Taps Polsinelli Shughart as Bankruptcy Counsel
CRYSTAL SPRINGS PHASE I: Court OKs Polsinelli as Bankr. Counsel

CYNERGY DATA: Seeks July 30 Extension of Plan Exclusivity
DUNHILL ENTITIES: To Sell Ala. Petroleum Terminals for $40.5MM
ELECTRICAL COMPONENTS: Moody's Assigns 'B2' Corp. Family Rating
ELECTROGLAS INC: Wins Confirmation of Liquidation Ch. 11 Plan
FLYING J: Plan Exclusivity Will Expire June 22

F&M BANK-IOWA: Fitch Withdraws Low-B Ratings
FORD MOTOR: Shareholders Elect 13 Directors
FORUM HEALTH: Nurses Assoc. Approves Ardent Medical's Final Offer
FONTAINEBLEAU LV: Ch. 7 Trustee Taps Kapila as Fin'l Advisor
FONTAINEBLEAU LV: Submits List of Unpaid Debts & New Creditors

GENERAL GROWTH: Hasn't Waived Debt Conversion, Judge Says
GENERAL MOTORS: Bates White Tapped for Asbestos Debts Valuation
GENERAL MOTORS: Discusses Plan of Liquidation with Committee
GENERAL MOTORS: Hires Hamilton as Asbestos Claims Consultant
GENERAL MOTORS: Wins Nod to Hire Deloitte as Tax Advisor

GENERAL MOTORS: To Invest C$245 Million at Ontario Plant
GENERAL MOTORS: U.S. Treasury to Pick Lead Bank for IPO
GOLDEN EAGLE: Chisholm Biefwolf Raises Going Concern Doubt
GOLDEN EAGLE: Posts $630,822 Net Loss in Q1 2010
HAWKEYE RENEWABLES: Files Amended Plan of Reorganization

HAWKEYE RENEWABLES: Reaches Settlement with Lenders
HEALTHSOUTH CORP: Presents at Baird's Growth Stock Conference
HEREFORD INSURANCE: A.M. Best Affirms FSR of 'C++'
IMAGE METRICS: Posts $2.8 Million Net Loss in Q2 Ended March 31
INTERNATIONAL COAL: Names Bezik and Catacosinos as Directors

KEMET CORP: Posts $69.4 Million Net Loss in Fiscal 2010
LEHMAN BROTHERS: Gets Approval of Fenway Settlement
LEHMAN BROTHERS: June 2 Claims Bar Date for Merit LLC, et al
LEHMAN BROTHERS: Receives OK to Transfer Loans of VFT 2007-1
LEHMAN BROTHERS: Wins Nod of $99MM Settlement with Millennium

LEXINGTON PRECISION: Wins Approval of Plan Outline
LOCKWOOD AUTO: Trustee's Fraudulent Transfer Suit Going to Trial
MARKETXT HOLDINGS: S.D.N.Y. Affirms Retroactive Relief from Stay
MEDIMEDIA USA: Moody's Downgrades Corporate Family Rating to 'B3'
MESA AIR: Will Continue to Fly for Delta Until Aug. 31

MIDWAY GAMES: Creditors Panel Has Settlement with Redstone
MILACRON INC: Filing of Q1 2010 Will Be Delayed
MISSISSIPPI RIVER: Sells Assets to Wayzata Unit for $8.2 Mil.
MOUNT VERNON: Files for Chapter 11 Bankruptcy in New York
MUNICIPAL MORTGAGE: Expects "Going Concern" in 2009 Annual Report

NEFF CORP: Seeks to Pay Performance Bonuses to Key Executives
NEWFIELD EXPLORATION: Fitch Affirms 'BB+' Issuer Default Rating
NUGEN HOLDINGS: Posts $492,440 Net Loss in Q2 Ended March 31
OSAGE EXPLORATION: Posts $1 Million Net Loss for March 31 Quarter
OSI RESTAURANT: Swings to $978,000 Net Loss in Q1 2010

OWENS CORNING: New Facility Won't Affect Moody's 'Ba1' Rating
PATIENT SAFETY: Posts $393,546 Net Income for March 31 Quarter
PENN TREATY: Insurance Commissioner Sues to Recover $2 Million
POSITIVE OF LEWER: A.M. Best Affirms FSR of 'B'
PRIME STAR: Gruber & Company Raises Going Concern Doubt

PRIVATE MEDIA: Posts EUR1.2 Million Net Loss in Q1 2010
RAFAELLA APPAREL: Posts $975,000 Net Income for March 31 Quarter
RANGERS EQUITY: Involuntary Chapter 11 Case Summary
RC SOONER: Files Schedules of Assets and Liabilities
RC SOONER: Gets Final OK to Incur DIP Loan from AllStar Capital

RCC NORTH: Amends List of Largest Unsecured Creditors
RCC NORTH: Wants Access to Rents and Other Income of Properties
REMEDIAL CYPRUS: May Sell Support Vessels to Bondholders
ROCK & REPUBLIC: Richard Koral to Remain as Exclusive Distributor
RPM INT'L: 2 Units File for Ch. 11 to Resolve Asbestos Claims

SAINT VINCENTS: Committee Proposes Houlihan as Fin'l Advisor
SAINT VINCENTS: Creditors Committee Proposes Akin Gump as Counsel
SAINT VINCENTS: Files Omnibus Objection to Lift Stay Motions
SAINT VINCENTS: MedMal Trust Monitor's Statement on Insurance
SAINT VINCENTS: Ombudsman Has Report on Possible Compromise

SEMINOLE CASUALTY: A.M. Best Downgrades FSR to 'C+'
SEVEN BANCORP: Posts $528,000 Net Loss for March 31 Quarter
SPEEDUS CORP: Posts $1.0 Million Net Loss in Q1 2010
SPHERIS INC: Seeks First Exclusivity Extension
STATION CASINOS: Disclosure Statement Hearing on June 10

STATION CASINOS: Further Revises 2nd Compromise Pact with PropCo
STATION CASINOS: Law Debenture Objects to Plan Outline
STATION CASINOS: Plan Exclusivity Extended
STRIKEFORCE TECH: Posts $557,493 Net Loss for March 31 Quarter
SUMMIT HOTEL: Posts $4.7 Million Net Loss for March 31 Quarter

TAYLOR-WHARTON: Wins Confirmation of Reorganization Plan
TEARLAB CORPORATION: Board Approves Amended 2002 Stock Option Plan
TEXAS RANGERS: Lenders Try to Send Equity Owners to Ch. 11
TEXAS RANGERS: Gets $21.5 Million Financing from League
TIB FINANCIAL: Posts $5.1 Million Net Loss in Q1 2010

TOYS 'R' US: Fitch Puts 'B' IDR on Positive Watch
TOYS 'R' US: Moody's Reviews 'B2' Corporate for Upgrade
TRIBUNE CO: Proposes Valuation Work for Ernst & Young
TRIDIMENSION ENERGY: Gets $2.15 Million Interim Loan Approved
TRONOX INC: Anadarko, Kerr-McGee Try Again to Dismiss Suit

US ANTIMONY: Posts $84,117 Net Loss in Q1 2010
US ANTIMONY: Posts 484,117 Net Loss for March 31 Quarter
US FIDELIS: Court Allows Committee to Investigate and Sue
UTGR INC: Gets Legislation Need for Plan Confirmation
WASHINGTON MUTUAL: Seeks to Move Plan Hearing to Aug. 2

WASHINGTON MUTUAL: U.S. Trustee Raises Objections to Plan Outline
WASHINGTON MUTUAL: Senior Noteholders Join Calls for Conversion
WASHINGTON MUTUAL: Equity Committee Wants to Probe Management

* Bank Failures This Year Now 78 as 5 Banks Shut Friday
* S&P's 2010 Global Defaults Tally Now at 34

* Large Companies With Insolvent Balance Sheets


                            *********


155 EAST TROPICANA: Posts $3.9 Million Net Loss for March 31 Qtr
----------------------------------------------------------------
155 East Tropicana LLC filed its quarterly report on Form 10-Q,
reporting a $3.9 million net loss on $11.2 million of net
operating revenues for the three months ended March 31, 2010,
compared with a $4.0 million net loss on $13.3 million of net
operating revenues during the same period a year ago.

The Company's balance sheet at March 31, 2010, showed
$122.7 million in total assets and $171.8 million in total
liabilities, for a stockholder's deficit of $49.0 million.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?638c

                      About 155 East Tropicana

Las Vegas, Nev.-based 155 East Tropicana, LLC, was formed in
June 2004 to acquire the Hotel San Remo Casino and Resort, a
casino hotel located in Las Vegas, Nevada, from Eastern & Western
Hotel Corporation.  The Hotel San Remo was renovated and re-
branded and is now known as Hooters Casino Hotel.

                           *     *     *

According to the Troubled Company Reporter on April 22, 2010,
Moody's Investors Service has withdrawn the ratings of 155 East
Tropicana LLC for business reasons. These ratings were withdrawn:
Corporate family rating at Ca; Probability of default rating at
Ca/LD; $130 million 8.75% senior secured notes due 2012 rating at
C (LGD5; 72%); SGL-4 Speculative Grade Liquidity rating, and
Negative rating outlook.  The last rating action was on May 7,
2009, when Moody's lowered 155 East Tropicana's probability of
default rating to Ca/LD from Ca.



ADVANTA CORP: Inks 5-Month Lease Agreement with TCA Plymouth
------------------------------------------------------------
In a regulatory filing Friday, Advanta Corp. disclosed that on
May 25, 2010, it entered into a Lease Agreement with TCA Plymouth,
LP.

Advanta Corp. says that by entering into the Lease Agreement, the
Company and its subsidiaries will substantially reduce the ongoing
expenses associated with their operations during the pendency of
their Chapter 11 cases.  The lease is for roughly 12,000 square
feet of office space located in the Plymouth Corporate Center, at
625 W. Ridge Pike, City of Conshohocken, Township of Plymouth,
County of Montgomery, Pennsylvania.  The lease term commences
June 1, 2010, for a period of five (5) months, subject to
adjustment or earlier termination as provided in the Lease
Agreement.  The monthly rent is roughly $25,000.

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

               http://researcharchives.com/t/s?6384

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

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

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


AGY HOLDING: Posts $5 Million Net Loss for March 31 Quarter
-----------------------------------------------------------
AGY Holding Corp. filed its quarterly report on Form 10-Q, showing
a net loss of $5.0 million on $45.5 million of net sales for the
three months ended March 31, 2010, compared with a net loss of
$2.6 million on $39.6 million of net sales during the same period
a year earlier.

The Company's balance sheet at March 31, 2010, showed
$327.6 million in total assets and $295.8 million in total
liabilities, for a stockholders' equity of $20.6 million.

A full-text copy of the company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?638d

                         About AGY Holding

Aiken, South Carolina-based AGY Holding Corp. manufactures
advanced glass fibers that are used as reinforcing materials in
numerous diverse, high-value applications, including aircraft
laminates, ballistic armor, pressure vessels, roofing membranes,
insect screening, architectural fabrics, and specialty
electronics.  AGY is focused on serving end-markets that require
glass fibers for applications with demanding performance criteria,
such as the aerospace, defense, construction, electronics,
automotive, and industrial end-markets.

                           *     *     *

As reported by the Troubled Company Reporter on December 28, 2009,
Standard & Poor's Ratings Services lowered its ratings on AGY
Holding Corp., including its corporate credit rating, to 'CCC+'
from 'B'.  "The downgrade follows S&P's ongoing concern on
operating performance, including S&P's expectation for very weak
credit metrics for 2009, weak liquidity relative to interest
payments and operating requirements in 2010, and integration
concerns related to the large $72 million acquisition -- with a
$20 million cash component -- of AGY Hong Kong Ltd.," said
Standard & Poor's credit analyst Paul Kurias.


AIRCRAFT SEAL: Involuntary Chapter 11 Case Summary
--------------------------------------------------
Alleged Debtor: Aircraft Seal and Gasket Corporation
                1478 Davril Circle
                Corona, CA 92880
                Tax ID / EIN: 88-0381619

Bankruptcy Case No.: 10-25937

Involuntary Chapter 11 Petition Date: May 25, 2010

Court: United States Bankruptcy Court
       Central District Of California (Riverside)

Judge: Meredith A. Jury

Petitioners' Counsel: Gerald M Werksman
                      30 Wharfside Drive
                      Newport Beach, CA 92657
                      Tel: (949) 675-5179

Creditors who signed the Chapter 11 petitions:

  Petitioners                 Nature of Claim      Claim Amount
  -----------                 ---------------      ------------
Money Line Capital Inc        Lender                   $850,000
17702 Mitchell North
Irvine, CA 92614

M Line Holdings               Insurance Reimbursement  $35,000
2672 Dow Ave
Tustin, CA 92780

Banker & Co                   Professional Services    $4,300
36 Rimani
Mission Viejo, CA 92692

A full text copy of the Chapter 11 petition is available for free
at http://bankrupt.com/misc/cacb10-25937.pdf


AIRTRAN HOLDINGS: Biggins & 2 Others Named Class 3 Directors
------------------------------------------------------------
AirTran Holdings Inc. disclosed nominees for election to the
Company's board of directors for three-year terms.  The nominees
are:

                                                        Broker
Nominee               For         Withheld    Against  Non-Votes
-------               ---         --------    -------  ---------
J. Veronica Biggins    86,342,640  2,927,208   0        29,055,823
Robert L. Fornaro      84,497,699  4,772,149   0        29,055,823
Alexis P. Michas       86,174,960  3,094,888   0        29,055,823

J. Veronica Biggins, Robert L. Fornaro, and Alexis P. Michas were
elected as Class III Directors for terms expiring at the 2013
annual meeting of stockholders.  The terms of the following
incumbent Class II Directors continue until the annual meeting in
2011: Peter D'Aloia, Jere A. Drummond and John F. Fiedler.  The
terms of the following incumbent Class I Directors continue until
the annual meeting in 2012: Don L. Chapman, Geoffrey T. Crowley
and Lewis H Jordan.

A full-text copy of the Company' regulatory filing is available
for free at http://ResearchArchives.com/t/s?637c

                      About AirTran Holdings

Headquartered in Orlando Florida, AirTran Holdings Inc. (NYSE:
AAI) -- http://www.airtran.com/-- through its wholly owned
subsidiary, AirTran Airways, Inc., operates scheduled airline
service throughout the United States and to selected international
locations.  As of February 1, 2010, the Company operated 86 Boeing
B717-200 aircraft and 52 Boeing B737-700 aircraft offering
approximately 700 scheduled flights per day to 63 locations in the
United States, including San Juan, Puerto Rico, and to Orangestad,
Aruba, Cancun, Mexico, and Nassau, The Bahamas.

                          *     *     *

As reported by the Troubled Company Reporter on December 28, 2009,
Moody's Investors Service raised its ratings of AirTran Holdings'
corporate family and probability of default ratings each to Caa1
from Caa2.  The 'Caa1' corporate family rating considers the still
high leverage and AirTran's exposure to cyclical risks in the
airline industry.

The airline's carries a corporate credit rating of CCC+/Stable/--
from Standard & Poor's.


ALLEN CAPITAL: Court Extends Plan Filing Exclusivity to July 31
---------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Allen Capital
Partners LLC and subsidiary DLH Master Land Holding LLC received
an extension until July 31 of the exclusive right to propose a
reorganization plan.  The Debtors said that 15 potential investors
signed confidentiality agreements enabling receipt of detailed
financial information possibly leading to a reorganization or
sale.

Allen Capital Partners LLC and subsidiary DLH Master Land Holding
LLC, are the developers of Dallas Logistics Hub, a 6,000-acre
multimodal logistics park 12 miles (19 kilometers) from downtown
Dallas.

Allen Capital Partners, LLC, dba The Allen Group, filed for
Chapter 11 bankruptcy protection on January 25, 2010 (Bankr. N.D.
Tex. Case No. 10-30562).  Mark MacDonald, Esq., at MacDonald +
MacDonald, P.C., assists the Company in its restructuring effort.
Lain, Faulkner & Co. is the Debtor's financial advisor.  The
Company listed $100,000,001 to $500,000,000 in assets and
$100,000,001 to $500,000,000 in liabilities in its petition.

The Debtor's affiliate -- DLH Master Land Holding, LLC, dba The
Allen Group -- filed a separate Chapter 11 bankruptcy petition.

Another affiliate, Visalia, California-based Richard S. Allen,
Inc., filed for Chapter 11 bankruptcy protection on May 3, 2010
(Bankr. N.D. Texas Case No. 10-33211).  Patrick J. Neligan, Jr.,
Esq., at Neligan Foley LLP, assists the Company in its
restructuring effort.  The Company estimated its assets and debts
at $50,000,001 to $100,000,000.


ALMATIS BV: Dubai International to Complete Plan Proposal
---------------------------------------------------------
Dubai International Capital LLC, the owner of Almatis, is likely
to complete its rival restructuring proposal for the steel
business by the end of May 2010, according to a report by
International Financing Review.

DIC has not fully completed its plans and is working hard on its
refinancing to get to fully committed levels, but this should be
done soon, the report noted.

DIC, which bought the Almatis business in 2007, earlier offered a
proposal providing payment in full to the senior lenders and
recovery in the form of new notes and equity to the more
subordinated mezzanine and second-lien lenders.  Almatis,
however, walked away from the proposal and filed for bankruptcy
protection in a bid to implement a prepackaged restructuring plan
that would see it taken over by Oaktree Capital Management Ltd.

Oaktree Capital is the largest of Almatis' senior lenders, owning
about 46% of the company's senior debt.

Under the prepackaged plan, Oaktree Capital would own about 80%
of Almatis after the restructuring.  The plan would more than
halve Almatis' debts to about $422 million, with senior lenders,
which are owed about $680 million, being offered options under
the plan.

DIC, together with junior creditors, has opposed the plan as it
will wipe out its equity stake as well as the debt claims of
subordinated mezzanine and second-lien lenders.

Holders of 77.4% in amount of the company's first-lien debt and
58.1% of holders, however, voted to accept the Almatis
prepackaged restructuring plan.  Accepting senior lenders include
members of the coordination committee and funds managed by
Oaktree Capital.

                       About Almatis Group

Alamtis B.V., and its affiliates filed for Chapter 11 on April 30,
2010 (Bankr. S.D.N.Y. Lead Case No. 10-12308).  Almatis B.V.
estimated assets of US$500 million to US$1 billion and debts of
more than US$1 billion as of the bankruptcy filing.

Almatis, operationally headquartered in Frankfurt, Germany, is a
global leader in the development, manufacture and supply of
premium specialty alumina products.  With nearly 900 employees
worldwide, the company's products are used in a wide variety of
industries, including steel production, cement production, non-
ferrous metal production, plastics, paper, ceramics, carpet
manufacturing and electronic industries.  Almatis operates nine
production facilities worldwide and serves customers around the
world.  Until 2004, the business was known as the chemical
business of Alcoa.  Almatis is now owned by Dubai International
Capital LLC, the international investment arm of Dubai Holding.

Michael A. Rosenthal, Esq., at Gibson, Dunn & Crutcher LLP, serves
as counsel to the Debtors in the Chapter 11 cases.  Linklaters LLP
is the special English and German counsel and De Brauw Blackstone
Westbroek N.V. is Dutch counsel.  Epiq Bankruptcy Solutions, LLC,
serves as claims and notice agent.

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


ALMATIS BV: U.S. Court Enters Order Imposing Injunction
-------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
issued a final order prohibiting creditors of Almatis B.V. and
its debtor affiliates from taking any action that would violate
the automatic stay under Section 362 of the Bankruptcy Code, and
from terminating their contracts.

The Court overruled the objection of Entergy Arkansas Inc., which
previously called for a revision of the Interim Stay Enforcement
Order and the Debtors' proposed final order.

Entergy disapproved with the provision found in paragraph four of
the orders, which it described as "overreaching."  It suggested
that the clause "all parties" should be replaced with "all
foreign parties" on grounds that the Debtors are concerned only
with the potential risk of foreign creditors violating the
provisions of the Bankruptcy Code.

The provision requires "all parties" to a contract or lease with
the Debtors to continue to perform their obligations until the
contract or lease is assumed or rejected by the Debtors, or
expires by its own terms.

In a statement, the Debtors countered that the provisions of the
Bankruptcy Code apply to all creditors of a debtor not just
foreign creditors.  They also argued that neither the Interim nor
the Final Stay Enforcement Order purport to limit any rights or
protections a creditor may have under other provisions of the
Bankruptcy Code.

                       About Almatis Group

Alamtis B.V., and its affiliates filed for Chapter 11 on April 30,
2010 (Bankr. S.D.N.Y. Lead Case No. 10-12308).  Almatis B.V.
estimated assets of US$500 million to US$1 billion and debts of
more than US$1 billion as of the bankruptcy filing.

Almatis, operationally headquartered in Frankfurt, Germany, is a
global leader in the development, manufacture and supply of
premium specialty alumina products.  With nearly 900 employees
worldwide, the company's products are used in a wide variety of
industries, including steel production, cement production, non-
ferrous metal production, plastics, paper, ceramics, carpet
manufacturing and electronic industries.  Almatis operates nine
production facilities worldwide and serves customers around the
world.  Until 2004, the business was known as the chemical
business of Alcoa.  Almatis is now owned by Dubai International
Capital LLC, the international investment arm of Dubai Holding.

Michael A. Rosenthal, Esq., at Gibson, Dunn & Crutcher LLP, serves
as counsel to the Debtors in the Chapter 11 cases.  Linklaters LLP
is the special English and German counsel and De Brauw Blackstone
Westbroek N.V. is Dutch counsel.  Epiq Bankruptcy Solutions, LLC,
serves as claims and notice agent.

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


ALMATIS BV: Wins Final Approval to Cash Collateral Access
---------------------------------------------------------
Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern
District of New York issued a final order authorizing Almatis
B.V. and its debtor affiliates to use the cash collateral of
their prepetition lenders.

In a 22-page order, Judge Glenn authorized the Debtors to use the
cash collateral in accordance with a budget, starting April 30,
2010, until the occurrence of so-called "termination events."

Termination events include the filing of a motion to use the cash
collateral without the consent of UBS Limited and Oaktree
Capital Management L.P.; termination of a plan support agreement
dated March 9, 2010; and failure to meet the terms of the Court's
final cash collateral order, among other things.

In return for the Debtors' use of cash collateral, UBS, on behalf
of the prepetition secured lenders, is granted replacement liens
and security interests on all properties of the Debtors and their
estates to the extent of any diminution in the value of the
lenders' interest in the prepetition collateral.

As adequate protection for their interest in the prepetition
collateral, the Prepetition Secured Lenders are also granted
superpriority administrative claims against the Debtors' estates.

The prepetition collateral consists of the assets of Almatis
B.V., Almatis US Holding Inc. and Almatis Holdings GmbH, and
equity of DIC Almatis Bidco B.V.'s intermediate holding companies
and certain operating subsidiaries, which secure the Debtors'
obligations under their First Lien Facilities and 2008 swap
agreements with UBS' affiliates and Commerzbank
Aktiengesellschaft.

Pursuant to the Final Cash Collateral Order, UBS and the
prepetition secured lenders can further seek or ask a different
adequate protection, provided that it will have the same relative
priority among the prepetition secured lenders.  The Debtors or
any other party is allowed to contest such a request.

The Debtors are authorized to pay the fees and expenses of UBS'
counsel as well as the fees and expenses of Rothschild, financial
adviser of the coordinating committee composed of certain first
lien lenders.  The Debtors are also authorized to retain Talbot
Hughes McKillip LLP to assist them in developing the cash
collateral budget and provide other financial advisory services.

A full-text copy of the Final Cash Collateral Order is available
for free at http://bankrupt.com/misc/Almatis_FinCashcollorder.pdf

                       About Almatis Group

Alamtis B.V., and its affiliates filed for Chapter 11 on April 30,
2010 (Bankr. S.D.N.Y. Lead Case No. 10-12308).  Almatis B.V.
estimated assets of US$500 million to US$1 billion and debts of
more than US$1 billion as of the bankruptcy filing.

Almatis, operationally headquartered in Frankfurt, Germany, is a
global leader in the development, manufacture and supply of
premium specialty alumina products.  With nearly 900 employees
worldwide, the company's products are used in a wide variety of
industries, including steel production, cement production, non-
ferrous metal production, plastics, paper, ceramics, carpet
manufacturing and electronic industries.  Almatis operates nine
production facilities worldwide and serves customers around the
world.  Until 2004, the business was known as the chemical
business of Alcoa.  Almatis is now owned by Dubai International
Capital LLC, the international investment arm of Dubai Holding.

Michael A. Rosenthal, Esq., at Gibson, Dunn & Crutcher LLP, serves
as counsel to the Debtors in the Chapter 11 cases.  Linklaters LLP
is the special English and German counsel and De Brauw Blackstone
Westbroek N.V. is Dutch counsel.  Epiq Bankruptcy Solutions, LLC,
serves as claims and notice agent.

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


ALMATIS BV: Wins U.S. Court's Final Approval to Pay Employees
-------------------------------------------------------------
Almatis B.V. and its debtor affiliates sought and obtained
Final approval from the U.S. Bankruptcy Court for the Southern
District of New York to pay the prepetition claims of their
employees.

The employee claims include unpaid compensation, reimbursable
expenses, payroll deductions and withholdings, and contributions
to employee benefit plans.  The Debtors did not specify the total
amount that should be paid off on account of the Employee Claims.

As of the Petition Date, the Debtors employ about 850 workers at
locations principally within North America, Europe, and Asia.

The Court's interim order also authorizes the Debtors to continue
their benefit plans and programs for their employees, including
health programs, flexible spending plan, life insurance and
disability benefits programs, savings and retirement plans, among
others.

The interim order, however, does not authorize Germany-based
Almatis GmbH and Netherlands-based Almatis B.V. to make any
payment of claims under their severance program or any payment
that would be subject to the so-called "European employee
severance cap."

The two Debtors are presently in mediation with some of their
former workers whose employment expired before their bankruptcy
filing.  They could be required to pay those employees up to
$1.05 million in severance payments arising before the Petition
Date.

                           *     *     *

With respect to the payment of severance to any former German or
Dutch employee, the U.S. Bankruptcy Court authorized Almatis GmbH
and Almatis B.V. to pay those employees up to the full amount of
the European Employee Severance Cap.  He, however, ruled that the
Debtors will pay only severance amounts they are actually required
to pay pursuant to final decisions in the applicable dispute
resolution proceedings.

Judge Glenn also required the Debtors to give notice to the
Office of the U.S. Trustee of any such payments.

                       About Almatis Group

Alamtis B.V., and its affiliates filed for Chapter 11 on April 30,
2010 (Bankr. S.D.N.Y. Lead Case No. 10-12308).  Almatis B.V.
estimated assets of US$500 million to US$1 billion and debts of
more than US$1 billion as of the bankruptcy filing.

Almatis, operationally headquartered in Frankfurt, Germany, is a
global leader in the development, manufacture and supply of
premium specialty alumina products.  With nearly 900 employees
worldwide, the company's products are used in a wide variety of
industries, including steel production, cement production, non-
ferrous metal production, plastics, paper, ceramics, carpet
manufacturing and electronic industries.  Almatis operates nine
production facilities worldwide and serves customers around the
world.  Until 2004, the business was known as the chemical
business of Alcoa.  Almatis is now owned by Dubai International
Capital LLC, the international investment arm of Dubai Holding.

Michael A. Rosenthal, Esq., at Gibson, Dunn & Crutcher LLP, serves
as counsel to the Debtors in the Chapter 11 cases.  Linklaters LLP
is the special English and German counsel and De Brauw Blackstone
Westbroek N.V. is Dutch counsel.  Epiq Bankruptcy Solutions, LLC,
serves as claims and notice agent.

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


AMERICA'S SUPPLIERS: Swings to $22,251 Net Income in Q1 2010
------------------------------------------------------------
America's Suppliers, Inc., filed its quarterly report on Form 10-
Q, reporting net income attributable of $22,251 on $3,241,552 of
revenue for the three months ended March 31, 2010, compared with a
net loss of $102,052 on $2,619,699 of revenue for the same period
of 2009.

The Company's balance sheet as of March 31, 2010, showed
$1,243,385 in assets and $1,574,646 of liabilities, for a
shareholders' deficit of $331,261.

As reported in the Troubled Company Reporter on March 26, 2010,
MaloneBailey, LLP, in Houston, expressed substantial doubt about
the Company's ability to continue as a going concern.  The
independent auditors noted that Company has suffered an
accumulated deficit of $6,949,006 as of December 31, 2009.

The Company has an accumulated deficit of $6,926,755 as of
March 31, 2010.

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

              http://researcharchives.com/t/s?6394

Scottsdale, Ariz.-based America's Suppliers, Inc. through its
wholly-owned subsidiary DDI Inc., develops software programs that
allow the Company to provide general merchandise from third party
manufacturers and suppliers for resale to businesses through the
Company's Web site at http://www.DollarDays.com


AMERICAN TONERSERV: Posts $2.8 Million Net Loss in Q1 2010
----------------------------------------------------------
American TonerServ Corp. filed its quarterly report on Form 10-Q,
reporting a net loss of $2,764,387 on $8,547,341 of revenue for
the three months ended March 31, 2010, compared with a net loss of
$277,614 on $6,376,115 of revenue for the same period of 2009.

The Company's balance sheet as of March 31, 2010, showed
$19,238,464 in assets, $15,844,605 of liabilities, and $3,393,859
of stockholders' equity.

The Company had a loss of $2,764,387 and had negative cash flows
from operations of $312,143 for the three month period ended
March 31, 2010, and had an accumulated deficit of $28,201,635 and
a working capital deficit of $6,180,107 at March 31, 2010.  Cash
flows from operations are insufficient to sustain the current
level of operations.  Thus, the Company has insufficient funds to
meet its financial obligations as they become due.

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

               http://researcharchives.com/t/s?6396

Santa Ana, Calif.-based American TonerServ Corp.
-- http://www.americantonerserv.com/--  markets compatible and
original- equipment -manufactured toner cartridges for use in
printers, copiers and fax machines.

                          *     *     *

As reported in the Troubled Company Reporter on April 16, 2010,
Perry-Smith LLP, in Sacramento, Calif., expressed substantial
doubt about the Company's ability to continue as a going concern
after auditing the Company's financial statements for the year
ended December 31, 2009.  The independent auditors noted that the
Company has suffered recurring losses from operations resulting in
an accumulated deficit of $25,437,248, and its current liabilities
exceed its current assets at December 31, 2009, by $4,291,912.


AMH HOLDINGS: Posts $18.6 Million Net Loss for April 3 Quarter
--------------------------------------------------------------
AMH Holdings LLC filed its quarterly report on Form 10-Q,
reporting a net loss of $18.6 million on $204.2 million of net
sales during the quarter ended April 3, 2010, compared with a net
loss of $34.9 million on $172.3 million of net sales during the
quarter ended April 4, 2009.

The Company's balance sheet at March 31, 2010, showed
$788.2 million in total assets, $36.3 million in deferred incomes
taxes, $61.2 million in other liabilities, $656.6 million in long-
term debt, and $177.5 million total current liabilities, for a
members' deficit of $143.5 million.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?638e

AMH Holdings, LLC, headquartered in Cuyahoga Falls, Ohio, is a
North American distributor of exterior residential building
products.  The company's core products are vinyl windows, vinyl
siding, aluminum trim coil, and aluminum and steel siding and
accessories.  Revenues for the last twelve months through July 4,
2009 totaled $1.1 billion.

                           *     *     *

According to Troubled Company Reporter on May 26, 2010, Standard &
Poor's Ratings Services raised its corporate credit ratings on
Cuyahoga Falls, Ohio-based AMH Holdings LLC and its operating
subsidiary, Associated Materials LLC, to 'B-' from 'CCC+'.  At the
same time, S&P raised the issue-level rating on AMI's senior
secured second-lien notes due 2016 to 'B' (one notch above the
corporate credit rating) from 'CCC'.


AMR CORP: Cornerstone Strategy Results to $500MM in Annual Savings
------------------------------------------------------------------
AMR Corp provided an estimate of revenue improvement and cost
savings associated with certain AMR Corporation initiatives, as
well as an estimate of the Company's current labor cost
disadvantage versus its network competitors.

Under the Company's current plans, the Company estimates that the
implementation of its Cornerstone strategy, which focuses its
network on five key markets, the implementation of the Company's
proposed Joint Business Agreements with British Airways/Iberia and
Japan Airlines, and various other alliance and network activities
will result in incremental revenues and cost savings of over
$500 million per year.  The Company expects that it will be
realizing the majority of these incremental revenues and cost
savings in 2011, and the remainder by year end 2012.  This
estimate is based on a number of assumptions that are inherently
uncertain, and the Company's ability to realize these benefits
depends on various factors, some of which are beyond the Company's
control, such as obtaining regulatory approvals of its proposed
Joint Business Agreements and other factors referred to below.

Based on analysis of airline industry labor contracts, the Company
also estimates that at the beginning of 2010, American Airlines's
labor cost disadvantage was approximately $600 million per year.
The Company expects this gap to narrow as open industry labor
contracts are settled.  This expectation is based on a number of
assumptions, the validity of which cannot be assured.  The airline
industry labor contract negotiation process is inherently
uncertain and the results of labor contract negotiations are
difficult to predict.

                       About AMR Corporation

Headquartered in Forth Worth, Texas, AMR Corporation (NYSE:
AMR) operates with its principal subsidiary, American Airlines
Inc. -- http://www.aa.com/-- a worldwide scheduled passenger
airline.  At the end of 2006, American provided scheduled jet
service to about 150 destinations throughout North America, the
Caribbean, Latin America, including Brazil, Europe and Asia.
American is also a scheduled airfreight carrier, providing
freight and mail services to shippers throughout its system.

Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two
regional airlines, American Eagle Airlines Inc. and Executive
Airlines Inc., and does business as "American Eagle."  American
Beacon Advisors Inc., a wholly owned subsidiary of AMR, is
responsible for the investment and oversight of assets of AMR's
U.S. employee benefit plans, as well as AMR's short-term
investments.

                           *     *     *

AMR carries a 'CCC' issuer default rating from Fitch Ratings.  It
has 'Caa1' corporate family and probability of default ratings
from Moody's.  It has 'B-' corporate credit rating, on watch
negative, from Standard & Poor's.


ANTOINE WALKER: Foreclosure Prompts Bankruptcy Filing
-----------------------------------------------------
On May 18, 2010, former NBA star Antoine Walker, filed for Chapter
7 bankruptcy in Miami, Florida, listing four pieces of real estate
including a $2 million plus Miami home that is underwater with a
mortgage of over $3 million and some other properties in Chicago.

Mr. Walker sought bankruptcy protection after facing a
$2.3 million foreclosure lawsuit on his mother's mansion in Tinley
Park's Tony Odyssey Club, according to a report by Beck
Schlikerman at SouthtownStar.  The foreclosure lawsuit for the
Tinley Park home was filed by Northern Trust five days before the
bankruptcy in Cook County.  It alleges that Mr. Walker has not
paid the mortgage on the home in at least three months.

Mr. Walker, who played professional basketball for the Miami Heat
and the Boston Celtics, listed assets of $4.2 million and
$12.7 million in liabilities.  Mr. Walker owes about $70,000 in
back property taxes on the home.


ATLANTIC FACILITIES: Plan Confirmation Hearing Set for July 6
-------------------------------------------------------------
The Hon. Stephani W. Humrickhouse of the U.S. Bankruptcy Court for
the Eastern District of North Carolina will consider at a hearing
on July 6, 2010, at 2:00 p.m., the confirmation of Atlantic
Facilities, L.L.C.'s proposed Plan of Reorganization.  The hearing
will be held at Room 208, 300 Fayetteville Street, Raleigh, North
Carolina.  Objections, if any, to confirmation of the Plan, are
due on June 28, 2010.  June 28 is also fixed as the last day for
filing written acceptances or rejections of the Plan.

The Court conditionally approved the Disclosure Statement.

According to the Disclosure Statement, the Plan contemplates a
continuation of the Debtor's business.  The Plan proposes to make
payments from funds on hand and funds derived from the Debtor's
income, including income from rental property.

The Plan did not provide for the estimated percentage recovery by
holders of secured and unsecured claims.

Secured Claims - if the value of the collateral or setoffs
securing the creditor's claim is less than the amount of the
creditor's allowed claim, the deficiency will be classified as a
general unsecured claim.

Priority Unsecured Claims - will receive cash on the effective
date of the Plan equal to the allowed amount of the claim.

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

                 About Atlantic Facilities, L.L.C.

Wilmington, North Carolina-based Atlantic Facilities, L.L.C. --
dba Audubon Properties LLC; East Metro Properties, LLC; South
Metro Properties LLC; Myrtle Properties, L.L.C.; and North Metro
Properties LLC -- filed for Chapter 11 bankruptcy protection on
February 22, 2010 (Bankr. E.D. N.C. Case No. 10-01347).  Trawick
H. Stubbs, Jr., Esq., at Stubbs & Perdue, P.A., assists the
Company in its restructuring effort.  The Company has assets of
$14,481,403, and total debts of $15,767,067.


BANKUNITED FIN'L: Committee Sues FDIC over Ownership of D&O Claims
------------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that the Official
Committee of Unsecured Creditors in BankUnited Financial Corp.'s
Chapter 11 case sued the Federal Deposit Insurance Corp. to
straighten out who owns claims against former officers and
directors.  The Committee wants to sue former Chief Executive
Officer Alfred R. Camner and former Chief Financial Officer
Humberto L. Lopez for breaching their fiduciary duties to the
holding company.  Creditors claim the officers came up short in
discharging their responsibilities by not ensuring there were
effective internal controls and "effective internal risk
management."  They also accuse the former officers of failing to
make "accurate and complete disclosures to the holding company's
board."

According to the Bloomberg report, if the former managers are
culpable, a suit may have value given the existing directors' and
officers' liability insurance.  The insurance company may contend
it isn't liable for claims brought on behalf of the company
itself.

The bankruptcy judge authorized the Creditors Committee, rather
than the bank holding company itself, to probe and bring lawsuits
against insiders.

                    About BankUnited Financial

BankUnited Financial Corp. (OTC Ticker Symbol: BKUNQ) --
http://www.bankunited.com/-- was the holding company for
BankUnited FSB, the largest banking institution headquartered in
Coral Gables, Florida.  On May 21, 2009, BankUnited FSB was closed
by regulators and the Federal Deposit Insurance Corporation
facilitated a sale of the bank to a management team headed by John
Kanas, a veteran of the banking industry and former head of North
Fork Bank, and a group of investors led by W.L. Ross & Co.
BankUnited, FSB, had assets of $12.8 billion and deposits of
$8.6 billion as of May 2, 2009.

The Company and its affiliates filed for Chapter 11 on May 22,
2009 (Bankr. S.D. Fla. Lead Case No. 09-19940).  Stephen P.
Drobny, Esq., and Peter Levitt, Esq., at Shutts & Bowen LLP; Mark
D. Bloom, Esq., and Scott M. Grossman, Esq., at Greenberg Traurig,
LLP; and Michael C. Sontag, at Camner, Lipsitz, P.A., represent
the Debtors as counsel.  Corali Lopez-Castro, Esq., David Samole,
Esq., at Kozyak Tropin & Throckmorton, P.A.; and Todd C. Meyers,
Esq., at Kilpatrick Stockton LLP, serve as counsel to the official
committee of unsecured creditors.

In its bankruptcy petition, BankUnited Financial Corp. said it has
assets of $37,729,520 against debts of $559,740,185.

Wilmington Trust Co., U.S. Bank, N.A., and the Bank of New York
were listed among the company's largest unsecured creditors in
their roles as trustees for security issues.  BankUnited estimated
the Bank of New York claim tied to convertible securities at
$184 million.  U.S. Bank and Wilmington Trust are owed
$120,000,000 and $118,171,000 on account of senior notes.


BASHAS' INC: Financing Woes Delaying Chapter 11 Emergence
---------------------------------------------------------
John Yantis at The Arizona Republic reports that Bashas' Inc. said
it plans to emerge from Chapter 11 bankruptcy but it may not have
all the financing it needs to immediately pay off banks,
noteholders and unsecured creditors.  The Company noted that it
had a desirable financing deal in place but credit-market woes
mean it will take more time.

                         About Bashas' Inc.

Bashas' Inc. is a 77-year-old grocery chain that owns 158 retail
stores located throughout Arizona.  It is doing business as
National Grocery, Bashas Food, Bashas' United Drug, Food City,
Eddie's Country Store, A,.J. Fine Foods, Western Produce, Bashas'
Distribution Center, Sportsman's, and Bashas' Dine.

The Company and its affiliates filed for Chapter 11 bankruptcy
protection on July 12, 2009 (Bankr. D. Ariz. Case No. 09-16050).
Frederick J. Petersen, Esq., at Mesch, Clark & Rothschild, P.C.,
assists the Debtors in their restructuring efforts.  Michael W.
Carmel, Ltd., is the Debtors' co-counsel.  Deloitte Financial
Advisory LLP serves as financial advisors.  Epiq Bankruptcy
Solutions, LLC, serves as claims and notice agent.  In its
bankruptcy petition, Bashas' listed $100 million to $500 million
each in assets and debts.


BERNARD MADOFF: Trustee Sues to Stop 12 Creditor Suits
------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Irving H. Picard, the
trustee for Bernard L. Madoff Investment Securities Inc., sued in
bankruptcy court to stop 12 customers or investors in feeder funds
from continuing their own lawsuits against Madoff family members.
Contending that the claims belong to him alone, the trustee argues
that no one but he has power to sue Madoff family members for
misdeeds arising out of the Ponzi scheme that Bernard Madoff
conducted through the firm.  The trustee also filed a motion for a
preliminary injunction.

According to Bloomberg, the bankruptcy judge, on May 3, enjoined
two customers from continuing lawsuits against the estate of
Jeffrey M. Picower.  The judge ruled at the time that the suits
are property of the bankrupt estate because they "seek to redress
a harm common to all" Madoff customers.

                      About Bernard L. Madoff

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

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

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

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

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

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


BIO-KEY INTERNATIONAL: Earns $1.0 Million in Q1 2010
----------------------------------------------------
BIO-key International, Inc., filed its quarterly report on
Form 10-Q, reporting net income of $1,000,558 on $976,175 of
revenue for the three months ended March 31, 2010, compared with
net income of $222,049 on $538,194 of revenue for the same period
of 2009.

The Company's balance sheet as of March 31, 2010, showed
$6,356,556 in assets, $1,605,073 of liabilities, $2,789,328 of
Series D redeemable convertible preferred stock, and $1,962,155 of
stockholders' equity.

As reported in the Troubled Company Reporter on March 30, 2010,
CCR LLP, in Westborough, Mass., 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 substantial net losses in recent years and accumulated
deficit at December 31, 2009.

The Company has incurred significant losses to date, and at
March 31, 2010, had an accumulated deficit of $49,086,735.

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

               http://researcharchives.com/t/s?6399

Wall, N.J.-based BIO-key International, Inc. (OTC BB: BKYI)
-- http://www.bio-key.com/-- develops and markets advanced
fingerprint identification biometric technology and software
solutions.


BLUE HERON: Wants Until July 31 to File Reorganization Plan
-----------------------------------------------------------
Blue Heron Paper Company asks the U.S. Bankruptcy Court for
the District of Oregon to extend its exclusive periods to file and
solicit acceptances for the proposed Plan of Reorganization from
April 30, 2010, to July 31, 2010, and from June 29, 2010, to
October 29, 2010, respectively.

The Debtor is represented by:

     Brandy A. Sargent, Esq.
     E-mail: basargent@stoel.com
     David B. Levant, admitted pro hac vice
     E-mail: dblevant@stoel.com
     Stoel Rives LLP
     900 SW Fifth Avenue, Suite 2600
     Portland, OR 97204
     Tel: (503) 224-3380
     Fax: (503) 220-2480

Oregon City, Oregon-based Blue Heron Paper Company filed for
Chapter 11 bankruptcy protection on December 31, 2009 (Bankr. D.
Ore. Case No. 09-40921).  The Company listed $10,000,001 to
$50,000,000 in assets and $10,000,001 to $50,000,000 in
liabilities.


BOCA BRIDGE: Involuntary Chapter 11 Case Summary
------------------------------------------------
Alleged Debtor: Boca Bridge LLC
                POB 273760
                Boca Raton, FL 33427

Bankruptcy Case No.: 10-25081

Involuntary Chapter 11 Petition Date: May 28, 2010

Court: United States Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Erik P. Kimball

Petitioners' Counsel: Harry J Ross, Esq
                      6100 Glades Rd #211
                      Boca Raton, FL 33434
                      Tel: (561) 482-2400
                      E-mail: hross@hjrlaw.com

Creditors who signed the Chapter 11 petitions:

  Petitioners                 Nature of Claim      Claim Amount
  -----------                 ---------------      ------------
Money Line Capital Inc        Lender               $850,000

RLC Architects PA             Unsecured            $9,148
137 W Royal Palm Rd
Boca Raton, FL 33432

Arrow Security Corp           Unsecured            $15,118
102 NW Spanish River Blvd
Boca Raton, FL 33431

Lundy Shacter PA              Unsecured            $5,963
400 N Pine Island Rd #300
Plantation, FL 33324

A full text copy of the Chapter 11 petition is available for free
at http://bankrupt.com/misc/flsb10-25081.pdf


BONDEX INTERNATIONAL: Files for Ch. 11 to Resolve Asbestos Claims
-----------------------------------------------------------------
RPM International Inc. that action is being taken to permanently
resolve current and future asbestos claims associated with Bondex
International, Inc.  In order to initiate this process, two non-
operating subsidiaries, Bondex and Specialty Products Holding
Corp., have filed Chapter 11 reorganization proceedings in
Delaware.  RPM and all of its operating subsidiaries are not part
of the Chapter 11 filing and will not be affected by it.

SPHC is the holding company for Bondex. It also serves as the
holding company for various operating companies that are not part
of the reorganization filing.  The SPHC operating companies
include Chemical Specialties Manufacturing Corp.; Day-Glo Color
Corp.; Dryvit Systems, Inc.; Guardian Protective Products, Inc.;
Kop-Coat, Inc.; RPM Wood Finishes Group, Inc.; and TCI, Inc.  All
of these SPHC non-filing operating companies will continue to
operate as usual and without interruption.

With fiscal 2009 revenues of $329 million and $19 million of pre-
tax income, SPHC and its subsidiaries represented less than 10% of
RPM's consolidated revenues and less than 11% of its consolidated
pre-tax income for fiscal 2009.

The filings will stay all litigation related to the asbestos
personal injury lawsuits against Bondex and SPHC.  As a result,
RPM anticipates that its annual consolidated cash flow will
improve by approximately $50 million.

The Chapter 11 proceedings will enable SPHC and Bondex to
establish a section 524(g) trust accompanied by a court order that
will direct all future Bondex-related claims to the trust, which
will then compensate only meritorious claims at appropriate
values.  Because the Bondex asbestos liability is confined to two
subsidiaries, asbestos recoveries will be limited to some portion
of the value of the affected entities.

SPHC has secured a commitment for $40 million in new "debtor-in-
possession" financing from a lender group led by Wells Fargo
Capital Finance LLC. This financing will provide SPHC with the
financial resources to fund the costs of the Chapter 11
proceeding.

As a result of the filing, the financial results of SPHC and its
subsidiaries will not be consolidated with those of RPM and its
other subsidiaries.  During the period of reorganization,
beginning on May 31, 2010, SPHC and its subsidiaries will be
presented in RPM's financial statements as an investment using the
cost method.  Since the asbestos liabilities reside with Bondex,
its asbestos liability reserves will no longer be reflected on
RPM's consolidated financial statements as of May 31, 2010.

"This action has been taken to once and for all resolve the
asbestos-related Bondex legacy liability," stated Frank C.
Sullivan, RPM's chairman and chief executive officer.  "These
filings bring an immediate halt to all tort system costs
associated with the Bondex asbestos liabilities, and enable the
filing entities to utilize section 524(g) and other provisions of
the U.S. Bankruptcy Code to achieve a permanent and comprehensive
resolution of asbestos-related liability.  Initiation of this
action will allow RPM to grow from a June 1, 2010 pro forma
revenue base of approximately $3.1 billion no longer impacted by
Bondex asbestos liability claims or related cash costs," Mr.
Sullivan added.

                 Webcast and Conference Call Information

Management will host a conference call to further discuss this
announcement beginning at 9:00 a.m. EDT on Tuesday, June 1, 2010.
The call can be accessed by dialing 866-730-5762 or 857-350-1586
for international callers.  It will also be webcast live, complete
with slides, via the RPM website at www.rpminc.com.

Participants should access the conference approximately 10 minutes
before the start time in order to complete the registration
process.  The conference, which will last approximately one hour,
will be open to the public, but only financial analysts will be
permitted to ask questions and must do so via phone.  The media
and all other participants will be in a listen-only mode.

For those unable to listen to the live call, a replay will be
available from approximately noon EDT on June 1, 2010 until 11:59
p.m. EDT on June 8, 2010.  The replay can be accessed by dialing
888-286-8010 or 617-801-6888 for international callers. The access
code is 11767279.  The call will also be available for replay and
as a written transcript at www.rpminc.com.

                           About RPM

RPM International Inc., a holding company, owns subsidiaries that
are world leaders in specialty coatings, sealants, building
materials and related services serving both industrial and
consumer markets.  RPM's industrial products include roofing
systems, sealants, corrosion control coatings, flooring coatings
and specialty chemicals.  Industrial brands include Stonhard,
Tremco, illbruck, Carboline, Flowcrete, Universal Sealants and
Euco.  RPM's consumer products are used by professionals and do-
it-yourselfers for home maintenance and improvement, boat repair
and maintenance, and by hobbyists.


CAMTECH PRECISION: Gets Interim OK to Hire Kelley as Gen. Counsel
-----------------------------------------------------------------
Camtech Precision Manufacturing, Inc., et al., sought and obtained
interim authorization from the Hon. Paul G. Hyman of the U.S.
Bankruptcy Court for the Southern District of Florida to employ
Kelley & Fulton, P.A., as general counsel.

Kelley & Fulton will, among other things:

     (a) advise the Debtor with respect to its responsibilities in
         complying with the U.S. Trustee's Operating Guidelines
         and reporting requirements and with the rules of the
         court;

     (b) prepare motions, pleadings, orders, applications,
         adversary proceedings, and other legal documents
         necessary in the administration of the case;

     (c) protect the interest of the Debtor in all matters pending
         before the court;

     (d) represent the Debtor in negotiation with its creditors in
         the preparation of a plan.

Craig I. Kelley, at Kelley & Fulton, said that prior to the
Petition Date Kelley & Fulton was paid the sum of $100,000 as a
nonrefundable retainer by Camtech Precision, on behalf of itself
and its parent company of R & J National Enterprises, Inc., and
its affiliate Avstar Fuel Systems, Inc., to be applied toward the
above-referenced pre-petition services in the sum of $17,826.50,
with the balance of $82,173.50 to be used as a retainer in
connection with the jointly administered Chapter 11 filings by the
three related entities.  The Debtor proposed that balance of the
retainer paid to Kelley & Fulton in the amount of $82,173.50 not
be expended for pre-petition services and expenses, and be treated
as a retainer paid in contemplation of post-petition services to
be rendered by Kelley & Fulton and post-petition disbursements to
be incurred as bankruptcy counsel, and that such amounts be
applied to services performed in accordance with the Court's order
authorizing the employment of Kelley & Fulton, subject to fee
applications filed and approved by the Court.

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

The Court has set a final hearing for June 15, 2010, at 10:00 a.m.
on the Debtors' request for authorization to hire Kelley & Fulton
as general counsel.

Jupiter, Florida-based Camtech Precision Manufacturing, Inc.,
filed for Chapter 11 bankruptcy protection on May 10, 2010 (Bankr.
S.D. Fla. Case No. 10-22760).  According to the schedules, the
Company says that assets total $10,977,673 while debts total
$14,625,066.

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


CANWEST GLOBAL: Canada Court OKs C$1.1 B Bid for Newspaper Assets
-----------------------------------------------------------------
Canwest Limited Partnership/Canwest Societe en Commandite and
certain of its subsidiaries sought and obtained an order from the
Ontario Superior Court of Justice approving the $1.1 billion bid
from the ad hoc committee of holders of 9.25% senior subordinated
notes to acquire their assets.

The ad hoc committee's offer beat out a $925 million minimum bid
from lenders including Bank of Nova Scotia, and an offer from
Torstar Corp., owner of the Toronto Star.  Meanwhile, another bid
from an unidentified group was rejected, according to a report by
Bloomberg News.

The group led by National Post President and Chief Executive Paul
Godfreyad offered to buy the LP Entities' financial and operating
assets including all of its daily newspapers, digital and online
media operations as well as the shares of National Post Inc.

Among the newspapers to be sold include the National Post, the
Montreal Gazette, Calgary Herald, the Vancouver Sun and Ottawa
Citizen, according to a report by The Associated Press.

The ad hoc committee's bid, which includes a $950 million in cash
funding, provides for a full payment of about $925 million owed
by the LP Entities to the senior lenders and an additional
$150 million that will be available to provide recovery for the
unsecured creditors.

The terms of the sale are set forth in an asset purchase
agreement dated May 10, 2010, which the LP Entities hammered out
with 7535538 Canada Inc. and CW Acquisition Limited Partnership.

A copy of the asset purchase agreement is available without
charge at http://bankrupt.com/misc/Canwest_APALPEntities.pdf

The May 10 agreement contemplates that Canada Inc. will effect a
transaction through which CW Acquisition will acquire the assets.
At the closing of the sale, CW Acquisition will offer jobs to
employees of the LP Entities and will assume all their pension
and benefit obligations.

AP reported that the sale will provide jobs for all full-time
employees, with cuts of up to 10% of the part-time work force.

Canwest spokesman John Douglas would not divulge which companies
were included in the bid.

"Canwest is not in a position to provide any guidance as to the
makeup of the ad hoc committee," Associated Press quoted Mr.
Douglas as saying.  "Canada has foreign ownership rules for
publicly traded companies that the (new acquisition) company will
adhere to."

Lyndon Barnes, Esq., at Osler Hoskin & Harcourp LLP, in Toronto,
Ontario, said Canwest will continue moving forward with its plan
to close the sale.  "The company is going to work very hard to
close the acquisition agreement," he said.

Canwest's next step will involve obtaining creditor support for
the sale agreement, which it will then take to the Canadian Court
for final approval next month.  The sale is expected to be
finalized by mid-July, AP reported.

FTI Consulting Canada Inc., the firm appointed to monitor the
assets of the LP Entities, earlier recommended to the special
committee of Canwest's board of directors that the ad hoc
committee's bid be accepted.  The special committee accepted the
firm's recommendation.

                         SISP Procedures

In connection with the approval of the $1.1 billion bid, the
Canadian Court also approved a proposed amendment to the sale and
investor solicitation process to clarify that the LP Entities can
simultaneously pursue their sale transaction with the ad hoc
committee and the so-called support transaction.

The support transaction, which was negotiated earlier by the LP
Entities and the administrative agent, provides that an entity to
be initially capitalized will acquire substantially all of the
assets of the LP Entities, assume their liabilities and offer
jobs to their employees.

The LP Entities proposed the amendment to protect against the
possibility that the sale transaction with the ad hoc committee
may not close.

                       Company Statement

Canwest Global Communications Corp. announced that the Ontario
Superior Court of Justice (Commercial List) has granted an order
approving and authorizing a bid made by members of an ad hoc
committee of holders of 9.25% senior subordinated notes issued by
Canwest Limited Partnership/Canwest Societe en Commandite to
acquire substantially all of the assets of the Limited Partnership
and certain of its subsidiaries (collectively, the "LP Entities").

Accordingly, definitive agreements have been settled and signed to
implement the transactions contemplated in the bid by members of
the AHC.  As previously disclosed, the AHC bid contemplates the
acquisition of substantially all of the LP Entities' financial and
operating assets, including all of its daily newspapers, digital
and online media operations as well as the shares of National Post
Inc., for an effective purchase price of approximately
$1.1 billion including $950 million in cash funding.  The AHC Bid
maintains all existing newspaper operations and will provide
continuing employment to all full time employees and substantially
all part time employees of the LP Entities.

The proceeds from the AHC Bid will allow for a full repayment of
the approximately $925 million debt owed by the LP Entities to its
senior secured lenders.

The AHC Bid provided on April 30, 2010 was deemed to be a superior
cash offer as defined in the sale and investor solicitation
process, which was conducted by RBC Capital Markets under the
supervision of FTI Consulting Canada Inc. as the Court-appointed
monitor) to a credit acquisition bid put forward by the senior
secured lenders on January 8, 2010.  The senior secured lenders
are fully supportive of the AHC Bid and have agreed to extend the
SISP to July 30, 2010 in order to allow sufficient time for the
AHC Bid transaction to be completed.  As a precautionary measure,
the senior secured lenders have also consented to running a dual-
track process to advance the credit acquisition transaction in the
unlikely event that the AHC Bid is not completed.

As the AHC Bid is in excess of the amount of the LP Entities'
senior lenders' claim, the Court approved certain amendments to
the LP Entities' claims procedure order, which authorizes the LP
Entities to conduct an expanded claims process.  The Amended
Claims Procedure order replaces the claims procedure order
previously approved by the Court on April 12, 2010.

A complete description of the Amended Claims Procedure can be
found at http://cfcanada.fticonsulting.com/clp

As previously disclosed, the AHC Bid will provide unsecured
creditors with cash, or shares on a pro rata basis for up to 45%
of the equity in the new company established to acquire
substantially all of the LP Entities' assets.  Specifically,
unsecured trade creditors with proven claims of less than $1,000
will receive a cash payment for the full value of their claim and
unsecured trade creditors with proven claims of $1,000 or more
will receive a pro rata distribution of shares in Newco.

                     About Canwest Global

Canwest Global Communications Corp. (TSX: CGS and CGS.A) --
http://www.canwest.com/-- an international media company, is
Canada's largest media company.  In addition to owning the Global
Television Network, Canwest is Canada's largest publisher of
English language daily newspapers and owns, operates and holds
substantial interests in conventional television, out-of-home
advertising, specialty cable channels, web sites and radio
stations and networks in Canada, New Zealand, Australia, Turkey,
Indonesia, Singapore, the United Kingdom and the United States.

On October 6, 2009, Canwest Global, Canwest Media Inc., Canwest
Television Limited Partnership (including Global Television,
MovieTime, DejaView and Fox Sports World), The National Post
Company and certain subsidiaries voluntarily entered into, and
successfully obtained an Order from the Ontario Superior Court of
Justice (Commercial Division) commencing proceedings under the
Companies' Creditors Arrangement Act.  The CMI Entities'
commencement of these proceedings was undertaken in furtherance of
a proposed recapitalization transaction that is supported by over
70% of holders of the 8% senior subordinated notes issued by CMI.

On the same day, FTI Consulting Canada Inc., the Court-appointed
Monitor in the CCAA proceedings, sought protection in the United
States Bankruptcy Court under Chapter 15 of the United States
Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 09-15994) for
certain of the entities involved in Canwest's television business
that filed for protection under the CCAA, including Canwest,
Canwest Media Inc. and Canwest Global Broadcasting
Inc./Radiodiffusion Canwest Global Inc.

Judge Stuart M. Bernstein presides over the Chapter 15 cases.
Evan D. Flaschen, Esq., at Bracewell & Giuliani LLP, in Hartford,
Connecticut, serves as Chapter 15 Petitioner's counsel.  The
Chapter 15 Debtors disclosed estimated assets of $500 million to
$1 billion and estimated debts of $50 million to $100 million.

In a regulatory filing with the U.S. Securities and Exchange
Commission, Canwest Media disclosed C$4,847,020,000 in total
assets and C$5,826,522,000 in total liabilities at May 31, 2009.

Bankruptcy Creditors' Service, Inc., publishes Canwest Bankruptcy
News.  The newsletter tracks the CCAA proceedings and Chapter 15
proceedings undertaken by Canwest Global Communications Corp. and
its affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


CANWEST GLOBAL: Court Sanctions CCAA Plan of Senior Lenders
-----------------------------------------------------------
Canwest Limited Partnership/Canwest Societe en Commandite and
certain of its subsidiaries sought and obtained an order from the
Ontario Superior Court of Justice conditionally sanctioning and
approving the plan of compromise or arrangement of their senior
lenders.

The LP Entities made the request to prevent the termination of
the Support Agreement they inked with the senior lenders in
connection with the support transaction.

The sanction and approval of the senior lender's plan will be
conditional and will not take effect unless FTI Consulting Canada
Inc. delivers a certificate advising that the deal entered into
by the LP Entities with 7535538 Canada Inc. and CW Acquisition
Limited Partnership will not close.

The LP Entities earlier reached an asset purchase agreement with
Canada Inc. and CW Acquisition, which contains the material terms
of the $1.1 billion bid from the ad hoc committee of holders of
9.25% senior subordinated notes to acquire the assets of the LP
Entities and the shares of National Post Inc.

The certificate cannot be delivered until July 29, 2010, or upon
notice to the administrative agent, the LP Entities and the ad
hoc committee.

In case the deal closes prior to the delivery of the certificate,
the Canadian Court's sanction order will be of no force or
effect.  The LP Entities, however, will proceed with the
implementation of the support transaction if the certificate is
delivered and filed.

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

                     About Canwest Global

Canwest Global Communications Corp. (TSX: CGS and CGS.A) --
http://www.canwest.com/-- an international media company, is
Canada's largest media company.  In addition to owning the Global
Television Network, Canwest is Canada's largest publisher of
English language daily newspapers and owns, operates and holds
substantial interests in conventional television, out-of-home
advertising, specialty cable channels, web sites and radio
stations and networks in Canada, New Zealand, Australia, Turkey,
Indonesia, Singapore, the United Kingdom and the United States.

On October 6, 2009, Canwest Global, Canwest Media Inc., Canwest
Television Limited Partnership (including Global Television,
MovieTime, DejaView and Fox Sports World), The National Post
Company and certain subsidiaries voluntarily entered into, and
successfully obtained an Order from the Ontario Superior Court of
Justice (Commercial Division) commencing proceedings under the
Companies' Creditors Arrangement Act.  The CMI Entities'
commencement of these proceedings was undertaken in furtherance of
a proposed recapitalization transaction that is supported by over
70% of holders of the 8% senior subordinated notes issued by CMI.

On the same day, FTI Consulting Canada Inc., the Court-appointed
Monitor in the CCAA proceedings, sought protection in the United
States Bankruptcy Court under Chapter 15 of the United States
Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 09-15994) for
certain of the entities involved in Canwest's television business
that filed for protection under the CCAA, including Canwest,
Canwest Media Inc. and Canwest Global Broadcasting
Inc./Radiodiffusion Canwest Global Inc.

Judge Stuart M. Bernstein presides over the Chapter 15 cases.
Evan D. Flaschen, Esq., at Bracewell & Giuliani LLP, in Hartford,
Connecticut, serves as Chapter 15 Petitioner's counsel.  The
Chapter 15 Debtors disclosed estimated assets of $500 million to
$1 billion and estimated debts of $50 million to $100 million.

In a regulatory filing with the U.S. Securities and Exchange
Commission, Canwest Media disclosed C$4,847,020,000 in total
assets and C$5,826,522,000 in total liabilities at May 31, 2009.

Bankruptcy Creditors' Service, Inc., publishes Canwest Bankruptcy
News.  The newsletter tracks the CCAA proceedings and Chapter 15
proceedings undertaken by Canwest Global Communications Corp. and
its affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


CANWEST GLOBAL: Creditors' Meeting Scheduled for June 10
--------------------------------------------------------
Canwest Limited Partnership/Canwest Societe en Commandite and
certain of its subsidiaries sought and obtained an order from the
Ontario Superior Court of Justice to hold a meeting of unsecured
creditors on June 10, 2010.

The purpose of the meeting is to consider and vote on a plan of
compromise or arrangement consistent with the terms of the bid
made by members of an ad hoc committee of holders of 9.25% senior
subordinated notes to acquire the assets of the LP Entities.

Only creditors affected by the ad hoc committee's plan will be
entitled to attend or vote at the meeting.

The proposed terms relating to the meeting provide that there
will be one class of creditors consisting of the affected
creditors, and that any affected creditor that elects to receive
a cash payment equal to the lesser of the amount of its proven
claim and $1,000 will be deemed to vote in favor of the ad hoc
committee's plan.

FTI Consulting Canada Inc. will tally the votes and the ad hoc
committee's plan will be deemed to be accepted by the required
majority if it is approved by the affected creditors present in
person or represented at the meeting holding claims totaling 66
2/3% in value and a majority in number.

Any vote will be binding on all affected creditors whether or not
the affected creditor is present at the meeting.

                     About Canwest Global

Canwest Global Communications Corp. (TSX: CGS and CGS.A) --
http://www.canwest.com/-- an international media company, is
Canada's largest media company.  In addition to owning the Global
Television Network, Canwest is Canada's largest publisher of
English language daily newspapers and owns, operates and holds
substantial interests in conventional television, out-of-home
advertising, specialty cable channels, web sites and radio
stations and networks in Canada, New Zealand, Australia, Turkey,
Indonesia, Singapore, the United Kingdom and the United States.

On October 6, 2009, Canwest Global, Canwest Media Inc., Canwest
Television Limited Partnership (including Global Television,
MovieTime, DejaView and Fox Sports World), The National Post
Company and certain subsidiaries voluntarily entered into, and
successfully obtained an Order from the Ontario Superior Court of
Justice (Commercial Division) commencing proceedings under the
Companies' Creditors Arrangement Act.  The CMI Entities'
commencement of these proceedings was undertaken in furtherance of
a proposed recapitalization transaction that is supported by over
70% of holders of the 8% senior subordinated notes issued by CMI.

On the same day, FTI Consulting Canada Inc., the Court-appointed
Monitor in the CCAA proceedings, sought protection in the United
States Bankruptcy Court under Chapter 15 of the United States
Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 09-15994) for
certain of the entities involved in Canwest's television business
that filed for protection under the CCAA, including Canwest,
Canwest Media Inc. and Canwest Global Broadcasting
Inc./Radiodiffusion Canwest Global Inc.

Judge Stuart M. Bernstein presides over the Chapter 15 cases.
Evan D. Flaschen, Esq., at Bracewell & Giuliani LLP, in Hartford,
Connecticut, serves as Chapter 15 Petitioner's counsel.  The
Chapter 15 Debtors disclosed estimated assets of $500 million to
$1 billion and estimated debts of $50 million to $100 million.

In a regulatory filing with the U.S. Securities and Exchange
Commission, Canwest Media disclosed C$4,847,020,000 in total
assets and C$5,826,522,000 in total liabilities at May 31, 2009.

Bankruptcy Creditors' Service, Inc., publishes Canwest Bankruptcy
News.  The newsletter tracks the CCAA proceedings and Chapter 15
proceedings undertaken by Canwest Global Communications Corp. and
its affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


CARBON GREEN: Posts $2.0 Million Net Loss in Q3 Ended March 31
--------------------------------------------------------------
Carbon Green Inc.filed its quarterly report on Form 10-Q,
reporting a net loss of $2,023,625 on $34,475 of revenue for the
three months ended March 31, 2010, compared with a net loss of
$992,338 on zero revenue for the three months ended March 31,
2009.

The Company's balance sheet as of March 31, 2010, showed
$22,785,081 in assets, $1,739,394 of liabilities, and $21,045,687
of shareholders' equity.

Due to the Company's net capital deficiency of $23,692,188 as at
June 30, 2009, in their report on the annual financial statements
for the year ended June 30, 2009, the Company's independent
auditors included an explanatory paragraph regarding concerns
about the Company's ability to continue as a going concern.  As at
March 31, 2010, the Company had net capital of $21,045,687.

"There is doubt about our ability to continue as a going concern
or to expand our business as the continuation of our business
expansion plans is dependent upon future financial investment.  In
the absence of such, we may have to scale down company operations
to focus solely on the operations of our Cyprus plant, which we
believe is approaching self-sustainability."

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

               http://researcharchives.com/t/s?6388

Based in Bratislava, Slovak Republic, Carbon Green Inc. was
incorporated under the laws of the State of Nevada on January 16,
2006.  The Company is focused on the continued development of its
process for recycling used tires into high-grade steel, oil (which
is intended to be converted to electric generation in many
jurisdictions), off-gases and a carbon black substitute known as
Carbon Green(TM).

Carbon Green(TM) is developed through a process that recycles 100%
of a used tire and converts it into valuable end products.  Four
Patent Cooperation Treaty applications have been filed for the
Company's tire recycling process and technology, and corresponding
national applications have been filed in Taiwan and Argentina.
The Company has successfully completed the construction and
commissioning of its first commercial factory in Cyprus, a
European Union country, capable of processing over 8,000 tonnes of
end-of-life tires per year.


CARIAN MANAGEMENT: Taps C. Conde as Bankruptcy Counsel
------------------------------------------------------
Carian Management, Inc., has sought authorization from the U.S.
Bankruptcy Court for the District of Puerto Rico to employ the Law
Firm of Carmen D. Conde Torres, Esq., as bankruptcy counsel.

The Law Offices of C. Conde will, among other things:

     a. advise the Debtor in connection with a determination
        whether a reorganization is feasible and, if not, help the
        Debtor in the orderly liquidation of its assets;

     b. assist the Debtor with respect to negotiations with
        creditors for the purpose of arranging the orderly
        liquidation of assets and/or for proposing a viable plan
        of reorganization;

     c. prepare complaints, answers, orders, reports, memoranda of
        law and/or any other legal papers or documents; and

     d. appear before the Court, or any court in which the debtor
        assert a claim interest or defense directly or indirectly
        related to its bankruptcy case.

The Law Offices of C. Conde will be paid based on the hourly rates
of its personnel:

        Carmen D. Conde Torres, Esq., Senior Attorney       $275
        Associates                                          $250
        Junior Attorney                                     $200
        Paralegal                                           $100

Carmen D. Torres, Esq., at the Law Offices of C. Conde, assures
the Court that the firm is "disinterested" as that term is defined
in Section 101(14) of the Bankruptcy Code.

Dorado, Puerto Rico-based Carian Management, Inc., filed for
Chapter 11 bankruptcy protection on May 13, 2010 (Bankr. D. P.R.
Case No. 10-04052).  The Company estimated its assets and debts at
$10,000,001 to $50,000,000.

The Company's affiliate, AAA Imports, Inc., filed a separate
Chapter 11 petition on May 12, 2010.


CAROLINA PARK: Court Extends Schedules Deadline Until June 15
-------------------------------------------------------------
The Hon. David R. Duncan of the U.S. Bankruptcy Court for the
District of South Carolina extended, at the behest of Carolina
Park Associates, LLC, a Delaware LLC, the deadline for the filing
of schedules of assets and liabilities and statement of financial
affairs until June 15, 2010.

Fairfax, Virginia-based Carolina Park Associates, LLC, a Delaware
LLC, filed for Chapter 11 bankruptcy protection on May 17, 2010
(Bankr. D. S.C. Case No. 10-03524).  The Company listed
$100,000,001 to $500,000,000 in assets and $10,000,001 to
$50,000,000 in liabilities.


CARLONA PARK: Wants to Hire Levy Law as Bankruptcy Counsel
----------------------------------------------------------
Carolina Park Associates, LLC, has asked for authorization from
the U.S. Bankruptcy Court for the District of South Carolina to
employ Levy Law Firm, LLC, as bankruptcy counsel.

Levy Law will:

     (a) provide to the Debtor legal advice with respect to the
         Debtor's powers and duties as debtor in the management
         and disposition of its property;

     (b) prepare applications, motions, pleadings, objections,
         memoranda, briefs, orders, reports and other legal papers
         as may be necessary or appropriate in this case;

     (c) provide to the Debtor legal advice and assistance in the
         development of a plan of reorganization, a disclosure
         statement, and other pleadings and documents relating to
         the disposition of assets and the payment and treatment
         of claims against the bankruptcy estate; and

     (d) provide to the Debtor legal advice on various other
         matters that may arise in this case.

Levy Law will be paid based on the hourly rates of its personnel:

         R. Geoffrey Levy, Attorney          $400
         Susan M. Levy, Attorney             $250
         Robin C. Osborne, Paralegal         $150
         Brien P. Levy, Paralegal            $100

R. Geoffrey Levy, a member at Levy Law, assures the Court that the
firm is "disinterested" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Fairfax, Virginia-based Carolina Park Associates, LLC, a Delaware
LLC, filed for Chapter 11 bankruptcy protection on May 17, 2010
(Bankr. D. S.C. Case No. 10-03524).  The Company listed
$100,000,001 to $500,000,000 in assets and $10,000,001 to
$50,000,000 in liabilities.


CATALYST PAPER: Files Indenture of Class B 11% Sr. Notes 2016
-------------------------------------------------------------
Catalyst Paper Corporation delivered with the Securities and
Exchange Commission an indenture dated May 19, 2010, governing the
company's Class B 11% senior secured notes due 2016, with
Wilmington Trust FSB as trustee, and Computershare Trust Company
of Canada as collateral trustee.

A full-text copy of the Company's indenture is available for free
at http://ResearchArchives.com/t/s?637d

                       About Catalyst Paper

Based in Richmond, British Columbia, in Canada, Catalyst Paper
Corporation (TSX:CTL) manufactures diverse specialty mechanical
printing papers, newsprint and pulp.  Its customers include
retailers, publishers and commercial printers in North America,
Latin America, the Pacific Rim and Europe.  With six facilities
located in British Columbia and Arizona, Catalyst has a combined
annual production capacity of 2.5 million tonnes.

                          *     *     *

In mid-March 2010, Standard & Poor's Ratings Services lowered its
long-term corporate credit rating on Catalyst Paper to 'SD'
(selective default) from 'CC'.  Given the weak outlook for the
company's specialty paper and newsprint segments, S&P expects
Catalyst to continue to face challenging market conditions in
2010.

Moody's Investors Service also downgraded Catalyst's Corporate
Family Rating to Caa1 from B3 while revising the Probability of
Default Rating to Caa1/LD from Caa3, with the "/LD" suffix
signaling a "limited default".  Catalyst's CFR downgrade
anticipates a marked deterioration in the company's financial
performance over the coming year, with significant EBITDA erosion
compared to 2009 levels and negative free cash flow generation.


CATHOLIC CHURCH: Court Names Gross & Rutter as Wilm. Mediator
-------------------------------------------------------------
Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware appointed Judge Kevin Gross as mediator in
the bankruptcy case of the Catholic Diocese of Wilmington, Inc.

To recall, several of the Diocese's insurers and lay employees
filed separate objections to the Official Committee of Unsecured
Creditors' request to appoint a case mediator, as well as to the
Creditors Committee and Diocese's stipulation appointing Thomas
Rutter of ADR Options, Inc., as mediator.

The Court ruled that Judge Gross will establish the time and place
of mediation, the timing of submission of materials, the persons
required to attend the mediation conference and all other issues
relating to the mediation.

In a letter to the Diocese and parties-in-interest dated May 3,
2010, Judge Sontchi said that he asked Judge Gross to attempt an
agreement among all interested parties as to a mediator and a
procedure for mediation of the substantive issues in the
bankruptcy case.

"In other words, I have asked Judge Gross to mediate whether the
parties will actually mediate," Judge Sontchi noted.  He added
that Judge Gross will report to the Court as to whether an
agreement has been reached, and Judge Sontchi will decide by then
on how to proceed.

"At this time, I am not ordering any party to participate in
mediation.  Nonetheless, I strongly encourage all the recipients
of this letter to do so.  I believe that a global mediation, i.e.,
a negotiation among all the parties on all the outstanding issues,
is the most likely path to a speedy and just resolution of this
bankruptcy case," Judge Sontchi said in his letter.

               Judge Gross Recommends Mediators

In a May 13 letter addressed to Judge Sontchi, Judge Gross related
that he had met with the case's key constituencies, which include
the Diocese, the Creditors Committee, certain abuse survivors, the
Pooled Asset Fund, Religious Orders, lay employees and insurers.
Judge Gross reported that with the exception of one constituency,
there is consensus that it is vital that mediation proceed as
promptly as possible, and that he and Judge Rutter will serve as
co-mediators.

Accordingly, Judge Gross recommended that:

  (a) he and Judge Rutter will be co-mediators in the case;

  (b) all of the Key Constituencies be required to participate
      in the mediation;

  (c) the mediation be held by the end of June 2010, beginning
      on a Friday afternoon and continuing through at least
      Sunday evening; and

  (d) issues involving the Key Constituencies be held in
      abeyance pending the mediation.  These issues include the
      Pooled Investment Trial, the objection to appointment of
      the lay employees committee and the extension of the stay
      of litigation involving the parishes.

             Parties React to Judge Gross' Letter

Key Constituencies filed separate letters in response to Judge
Gross' May 13 Letter:

  -- Official Committee of Unsecured Creditors;

  -- certain non-debtor participants in the Pooled Investment
     Account;

  -- Unofficial Committee of 91 State Court Abuse Survivors;

The Creditors Committee says it supports Judge Gross'
recommendations and looks forward to commencing the mediation.
The Unofficial Committee says it does not object to the extension
of the parish stay from its expiration on June 14, 2010, until
"the end of June 2010" as proposed.

The Non-Debtor Participants disagree with Judge Gross' suggestion
that the Pooled Investment Trial be postponed again.  They argue
that the mediation might prove productive in the bankruptcy case,
but they do not believe that it will be in the pooled investment
account litigation.  They add that the delay in the PIA litigation
was their second basis for dissenting.

The Non-Debtor Participants point out, among other things, that
with the approach of the end of the academic year, schools with
investment in the PIA need to know whether they will have access
to those funds in the coming year.  " These are just few examples
of the many practical barriers that the community service
organizations that comprise the Pooled Investors face in any delay
in access to their investments," they assert.

                         *     *     *

In an amended order, Judge Sontchi appointed Judge Kevin Gross and
former Judge Thomas Rutter of ADR Options as co-mediators.
Pursuant to Del. Bankr. LR 9019-3, all issues relating to the
Diocese's bankruptcy case are assigned to mediation.

The fees and expenses of Judge Rutter will be subject to
application and review, pursuant to Rule 706(b) of the Federal
Rules of Evidence and will be paid from the bankruptcy estate as
an administrative expense under Section 503(b)(2) of the
Bankruptcy Code.

Judge Gross will receive no fee nor reimbursement of expenses for
his services as a mediator, provided that he may accept ordinary
professional hospitality like the provision of working meals paid
for by the Diocese or other parties-in-interest.

The mediators will establish the time and place of mediation, the
timing of submission of materials, the persons required to attend
the mediation conference and all other issues relating to the
mediation, Judge Sontchi ruled.  He ordered all parties-in-
interest and their counsel to comply with all directions issued by
the mediators, and that failure to do so may result in the
imposition of appropriate sanctions.

The Court stayed:

  -- until further order all issues and requests relating to the
     Creditors Committee's motion to disband the Official
     Committee of Lay Employees;

  -- in their entirety through July 30, 2010, the request to
     extend the automatic stay to the parishes; and

  -- bankruptcy case until further Court order.  No further
     discovery will proceed in connection with the bankruptcy
     case regardless of whether it has been previously
     authorized and required by the Court.

Notwithstanding the stay of certain issues, the Order will have no
effect whatsoever upon the adversary proceeding commenced by the
Creditors Committee against the Diocese.  The proceeding's "Phase
1" trial scheduled to commence on June 2, 2010, and all related
matters will proceed absent further Court order.

          Unofficial Committee Seeks to Clarify Order

In a letter addressed to Judge Sontchi, Thomas S. Neuberger, Esq.,
at The Neuberger Firm, P.A., in Wilmington, Delaware --
TSN@NeubergerLaw.com -- asks the Court to clarify the order
assigning mediators to allow Judge Vaughn in the DeLuca Litigation
to set trial dates after September 30, 2010.

Mr. Neuberger represents the Unofficial Committee members both in
the Diocese's bankruptcy case and in the abuse cases commenced by
abuse survivors in state courts.

On September 18, 2009, Judge Vaughn scheduled some of the cases
against Father Francis DeLuca for trial beginning October 25,
2010.  However, the DeLuca cases were stayed due to the Diocese's
bankruptcy.

Mr. Neuberger contends that the abuse survivors are continuing to
suffer from irreparable harm because of the delay in the
litigation of their cases.

"These Abuse Survivors cannot begin the painful road to recovery
until they are able to somehow receive closure," Mr. Neuberger
tells the Court.  "Yet this closure and validation of facing their
fears and confronting those who aided and abetted the vile crimes
committed upon their young bodies is being denied them," he
continues.

Accordingly, the Abuse Survivors ask Judge Sontchi to amend his
recent order to include this last paragraph:

  "The stay entered against the state court regarding the DeLuca
   litigation is partially lifted to allow the state court to
   confer with counsel and to set trial dates after
   September 30, 2010 for the DeLuca Survivors."

                  About the Diocese of Wilmington

The Diocese of Wilmington covers Delaware and the Eastern Shore of
Maryland and serves about 230,000 Catholics.  The Delaware diocese
is the seventh Roman Catholic diocese to file for Chapter 11
protection to deal with lawsuits for sexual abuse.  Previous
filings were by the dioceses in Spokane, Washington; Portland,
Oregon; Tucson, Arizona; Davenport, Iowa, Fairbanks, Alaska; and
San Diego, California.

The bankruptcy filing automatically stayed eight consecutive abuse
trials scheduled in Delaware scheduled to begin October 19.  There
are 131 cases filed against the Diocese, with 30 scheduled for
trial.

The Diocese filed for Chapter 11 on Oct. 18, 2009 (Bankr. D. Del.
Case No. 09-13560).  Attorneys at Young Conaway Stargatt & Taylor,
LLP, serve as counsel to the Diocese.  The Ramaekers Group, LLC is
the financial advisor.  The petition says assets range $50,000,001
to $100,000,000 while debts are between $100,000,001 to
$500,000,000. (Catholic Church Bankruptcy News; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


CATHOLIC CHURCH: Wilmington Lay Employees Committee Formed
----------------------------------------------------------
Roberta A. DeAngelis, Acting United States Trustee for Region 3,
pursuant to Section 1102(a)(1) of the Bankruptcy Code, appointed
these persons to the Official Committee of Lay Employees in
connection with the bankruptcy case of the Catholic Diocese of
Wilmington, Inc.:

  (1) Andrew J. Daugherty;
  (2) Theresa Mattina;
  (3) Karen M. Warner;
  (4) Mary Kirkwood; and
  (5) Katrina A. Eichler

                  About the Diocese of Wilmington

The Diocese of Wilmington covers Delaware and the Eastern Shore of
Maryland and serves about 230,000 Catholics.  The Delaware diocese
is the seventh Roman Catholic diocese to file for Chapter 11
protection to deal with lawsuits for sexual abuse.  Previous
filings were by the dioceses in Spokane, Washington; Portland,
Oregon; Tucson, Arizona; Davenport, Iowa, Fairbanks, Alaska; and
San Diego, California.

The bankruptcy filing automatically stayed eight consecutive abuse
trials scheduled in Delaware scheduled to begin October 19.  There
are 131 cases filed against the Diocese, with 30 scheduled for
trial.

The Diocese filed for Chapter 11 on Oct. 18, 2009 (Bankr. D. Del.
Case No. 09-13560).  Attorneys at Young Conaway Stargatt & Taylor,
LLP, serve as counsel to the Diocese.  The Ramaekers Group, LLC is
the financial advisor.  The petition says assets range $50,000,001
to $100,000,000 while debts are between $100,000,001 to
$500,000,000. (Catholic Church Bankruptcy News; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


CATHOLIC CHURCH: Proposes July 30 Extension of Removal Period
-------------------------------------------------------------
The Catholic Diocese of Wilmington, Inc., asks the U.S. Bankruptcy
Court for the District of Delaware to extend to July 30, 2010, the
period within which it may remove various civil actions pending as
of the Petition Date.

The Diocese also asks the Court that the proposed July 30 deadline
to file notices of removal apply to all matters specified in Rules
9027(a)(2)(A), (B) and (C) of the Federal Rules of Bankruptcy
Procedure.  The Diocese further asks that the order approving the
request be without prejudice to (i) any position the Diocese may
take regarding whether Section 362 of the Bankruptcy Code applies
to stay any given civil action pending against the Diocese, and
(ii) the right to seek further extensions of the Removal Period.

The Court previously extended the Removal Period to May 1, 2010,
without prejudice to the Diocese's right to seek further
extensions.

James L. Patton, Jr., Esq., at Young Conaway Stargatt & Taylor,
LLP, in Wilmington, Delaware -- jpatton@ycst.com -- relates that
as the Court is aware, the pooled investment account maintained by
the Diocese at the Bank of New York Mellon is currently the
subject of an adversary proceeding, which will be tried in two
phases, the first phase of which will commence on June 2, 2010.
He notes that the Court has aptly described the outcome of the PIA
Litigation as a "gateway issue for the development of the case,"
given its bearing on the scope of the property of the Diocese's
bankruptcy estate.

Largely as a result of the PIA Litigation, Mr. Patton asserts, in
the months since the first extension motion, the Diocese has not
had a sufficient opportunity to address whether any Actions to
which it is a party should be removed.  The Diocese submits that
granting it additional opportunity to consider removal of the
Actions will assure that the Diocese's decisions are fully
informed and consistent with the best interests of its estate.

Mr. Patton further relates that the Diocese and its Official
Committee of Unsecured Creditors have been exploring a mediated
solution to the Chapter 11 case.  He avers that the Diocese is
hopeful that the mediation will result in a consensual Chapter 11
plan of reorganization that provides for the liquidation of
personal injury tort claims through an appropriate alternative
dispute resolution process.

"If the Current Deadline is not extended, the Debtor may have no
choice but to remove the Actions immediately to preserve this
alternative to a negotiated solution," Mr. Patton contends.  He
insists that immediate removal could result in motion practice
under Section 1452(b) of the Judicial and Judiciary Procedures
Code, which would be costly to the estate, and would distract the
Diocese and other parties-in-interest from their efforts in
negotiating a consensual and swift resolution to the case.  He
adds that if a consensual plan is ultimately negotiated, which
provides an ADR mechanism for liquidation of personal injury tort
claims, the removal and motion practice would have been
unnecessary.

Judge Sontchi will convene a hearing on June 1, 2010, at 2:00
p.m., to consider the Diocese's request.  Pursuant to
Del.Bankr.L.R. 9006-2, the Diocese's Removal Period is
automatically extended until the conclusion of that hearing.

                  About the Diocese of Wilmington

The Diocese of Wilmington covers Delaware and the Eastern Shore of
Maryland and serves about 230,000 Catholics.  The Delaware diocese
is the seventh Roman Catholic diocese to file for Chapter 11
protection to deal with lawsuits for sexual abuse.  Previous
filings were by the dioceses in Spokane, Washington; Portland,
Oregon; Tucson, Arizona; Davenport, Iowa, Fairbanks, Alaska; and
San Diego, California.

The bankruptcy filing automatically stayed eight consecutive abuse
trials scheduled in Delaware scheduled to begin October 19.  There
are 131 cases filed against the Diocese, with 30 scheduled for
trial.

The Diocese filed for Chapter 11 on Oct. 18, 2009 (Bankr. D. Del.
Case No. 09-13560).  Attorneys at Young Conaway Stargatt & Taylor,
LLP, serve as counsel to the Diocese.  The Ramaekers Group, LLC is
the financial advisor.  The petition says assets range $50,000,001
to $100,000,000 while debts are between $100,000,001 to
$500,000,000. (Catholic Church Bankruptcy News; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


CATHOLIC CHURCH: Delaware Court Allows $6.9MM Withdrawals
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the Catholic Diocese of Wilmington, Inc., on an eighth interim
basis, to make certain withdrawals from the pooled investment
account for the benefit of the Diocese and certain pooled
investors.

Subject to the terms of the Custody Agreement, Judge Sontchi
authorized the Diocese to make withdrawals from the pooled
investment account and to process withdrawal requests of non-
debtor pooled investors without further Court order, up to these
applicable amounts:

    Pooled Investor           Aggregate Cap
    ---------------           -------------
    Diocese                     $5,400,000
    Foundation                     414,500
    Charities                      231,768
    Cemeteries                     279,500
    Holy Family                    135,897
    Corpus Christi                 100,000
    Siena Hall                      85,665
    Children's Home                 79,140
    Seton Villa                     62,600
    Holy Cross                      50,000
    Our Lady of Lourdes             40,000
    Our Mother of Sorrows           23,620
    St. Ann (Wilmington)            10,000
                                 ---------
                 Total          $6,912,690

Notwithstanding any other provision of the Interim Order, the
Custodian will have no liability for, or otherwise be in violation
of the Interim Order, for acting in accordance with the Custody
Agreement or processing any withdrawal or investment requests made
by the Diocese.

Judge Sontchi also authorized the Diocese to continue to invest
and deposit funds into the pooled investment account in accordance
with its prepetition practices, without the need for a bond or
other collateral as required by Section 345(b).  The entities with
which the Diocese's pooled investment funds are deposited and
invested will be excused from full compliance with the
requirements of Section 345(b) until 45 days following the
docketing of a final order directing compliance with Section
345(b) as to specific accounts following the next hearing on the
requested relief.

Nothing contained in the Interim Orders will prevent the Diocese
from establishing any additional sub-funds within the Pooled
Investment Account as it may deem necessary and appropriate, and
the Account's Custodian is authorized to process the Diocese's
request to account for transactions with respect to the sub-fund.

In the event Pooled Investment Funds or their proceeds transferred
by the Diocese to a non-debtor Pooled Investor pursuant to the
Interim Orders are determined to have been property of the
bankruptcy estate at the time of transfer, the transfer will be
presumed to have been an unauthorized postpetition transfer within
the meaning of Section 549(a)(2)(B) of the Bankruptcy Code,
provided that the presumption may be rebutted by a showing that
the transfer was made in the ordinary course of business within
the meaning of Section 363(c)(1) of the Bankruptcy Code.

Notwithstanding Rule 6004(h) of the Federal Rules of Bankruptcy
Procedure, Judge Sontchi held that the terms and provisions of
Interim Orders will be effective as of April 29, 2010.

                         *     *     *

The Diocese files with the Court a table of its sub-funds within
the Pooled Investment Account, with asset values as of
September 30, 2010.  The Diocese explains that the table was
inadvertently cut off in the request due to a typographical error.

A copy of the full and complete table is available for free at:

  http://bankrupt.com/misc/Wilmington_Table_PIA_05272010.pdf

                  About the Diocese of Wilmington

The Diocese of Wilmington covers Delaware and the Eastern Shore of
Maryland and serves about 230,000 Catholics.  The Delaware diocese
is the seventh Roman Catholic diocese to file for Chapter 11
protection to deal with lawsuits for sexual abuse.  Previous
filings were by the dioceses in Spokane, Washington; Portland,
Oregon; Tucson, Arizona; Davenport, Iowa, Fairbanks, Alaska; and
San Diego, California.

The bankruptcy filing automatically stayed eight consecutive abuse
trials scheduled in Delaware scheduled to begin October 19.  There
are 131 cases filed against the Diocese, with 30 scheduled for
trial.

The Diocese filed for Chapter 11 on Oct. 18, 2009 (Bankr. D. Del.
Case No. 09-13560).  Attorneys at Young Conaway Stargatt & Taylor,
LLP, serve as counsel to the Diocese.  The Ramaekers Group, LLC is
the financial advisor.  The petition says assets range $50,000,001
to $100,000,000 while debts are between $100,000,001 to
$500,000,000. (Catholic Church Bankruptcy News; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


CHA HAWAII: Management Plan Confirmed over St. Francis's
--------------------------------------------------------
Bill Rochelle at Bloomberg News reports that the bankruptcy judge
ruled in court on May 26 that he will confirm the Chapter 11 plan
for Hawaii Medical Center LLC that was proposed jointly with the
Official Committee of Unsecured Creditors.  The competing plan by
St. Francis Healthcare System of Hawaii isn't dead entirely,
according to court records.  If the joint plan isn't implemented
by July 1, the judge will consider approving the St. Francis plan
at a July 20 hearing.

Wichita, Kan.-based CHA Hawaii LLC, Hawaii Medical Center East
LLC, Hawaii Medical Center West LLC and Hawaii Medical Center LLC
sought chapter 11 protection (Bankr. D. Del. Case No. 08-12027,
transferred to Bankr. D. Hawaii Case No. 08-01369) on Aug. 29,
2008.  The Debtors are represented by Christopher J. Muzzi, Esq.,
at Moseley Biehl Tsugawa Lau & Muzzi in Honolulu; Curtis A. Hehn,
Esq., Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at
Pachulski Stang Ziehl & Jones, LLP, in Wilmington, Del.; and
Michael J. Kaczka, Esq., Paul W. Linehan, Esq., and Shawn M.
Riley, Esq., at McDonald Hopkins LLC in Cleveland, Ohio.   The
estimated their assets at $1 million and $10 million and their
debts at $50 million and $100 million at the time of the Chapter
11 filings.


CHEM RX: Taps KCC as Claims & Noticing Agent
--------------------------------------------
Chem RX Corporation and its debtor-affiliates have asked for
authorization from the U.S. Bankruptcy Court for the District of
Delaware to employ Kurtzman Carson Consultants LLC as claims and
noticing agent.

KCC will, among other things:

     a. prepare and serve notices in the Debtors' Chapter 11
        cases;

     b. within seven days after the mailing of a particular
        notice, file with the Court a copy of the notice service
        with a certificate of service attached indicating the name
        and complete address of each party served;

     c. receive, examine, and maintain copies of proofs of claim
        and proofs of interest filed in the Debtors' Chapter 11
        cases; and

     d. maintain official claims registers in the Debtors' Chapter
        11 cases by docketing proofs of claim and proofs of
        interest in a claims database.

KCC will be compensated based on its services agreement with the
Debtors.  A copy of the agreement is available for free at:

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

Albert Kass, the Vice President of Corporate Restructuring
Services of KCC, assures the Court that the firm is
"disinterested" as that term is defined in Section 101(14) of the
Bankruptcy Code.

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

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

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

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


CHEM RX: Wants Robert Rosenfeld as Chief Restructuring Officer
--------------------------------------------------------------
Chem RX Corporation, et al., have asked for permission from the
U.S. Bankruptcy Court for the District of Delaware to employ
Robert Rosenfeld at RSR Consulting, LLC, as chief restructuring
officer, nunc pro tunc to the Petition Date.

Mr. Rosenfeld and RSR will, among other things:

     a. review and assist in implementing existing short-term and
        long-term process improvement and control initiatives
        within the organization and identify and implement any
        additional term process improvement and control
        initiatives;

     b. communicate and/or negotiate with outside constituents
        including lenders, customers and suppliers;

     c. assist in any refinancing or restructuring of secured or
        unsecured debt; and

     d. assist in any sale or purchase of significant assets or
        business segments.

RSR will be paid based on the hourly rates of its personnel:

        Robert Rosenfeld, Managing Director            $375
        Directors & Consultants                      $200-$295

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

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

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

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

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


CIRTRAN CORPORATION: Posts $922,297 Net Loss for March 31 Qtr
-------------------------------------------------------------
CirTran Corporation filed its quarterly report on Form 10-Q,
showing a net loss of $922,297 on $2.1 million of net sales for
the three months ended March 31, 2010, compared with a net loss of
$2.25 million on $1.9 million of net sales during the same period
a year ago.

The Company's balance sheet at March 31, 2010, showed
$13.04 million in total assets and $19.9 million in total
liabilities, for a stockholder's deficit of $6.88 million.

The Company was unable to timely file its Form 10-Q.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?639b

West Valley City, Utah-based CirTran Corporation (OTC BB: CIRC)
http://www.CirTran.com/-- and its subsidiaries provide turnkey
manufacturing services using surface mount technology, ball-grid
array assembly, pin-through-hole, and custom injection molded
cabling in the United States and the People's Republic of China.


CITIGROUP INC: To Issue and Sell $1.5 Billion Debt Securities
-------------------------------------------------------------
Citigroup Inc. said it proposes to issue and sell $1.5 billion
aggregate principal amount of its debt securities.

The Securities will have these terms:

Title:                     4.750% Senior Notes Due 2015

Maturity:                  May 19, 2015

Interest Rate:             4.750% per annum

Interest Payment Dates:    Semi-annually on the 19th day of each
                           May and November, commencing November
                           19, 2010

Initial Price to Public:   99.447% of the principal amount
                           thereof, plus accrued interest, if any,
                           from May 19, 2010

Redemption Provisions:     The Securities are not redeemable by
                           the Company prior to Maturity, except
                           upon the occurrence of certain events
                           involving United States taxation, as
                           set forth in the Prospectus dated
                           February 19, 2010

Record Date:               The May 15th and November 15th
                           preceding each Interest Payment Date

A group of financial institution including Citigroup Global
Markets Inc. offers to purchase, severally and not jointly, the
principal amount of the securities at 99.122% of the principal
amount thereof, plus accrued interest, if any, from the date of
issuance.

The closing date will be on May 19, 2010, at 9:30 a.m. (Eastern
Time).  The closing shall take place at the offices of Cleary
Gottlieb Steen & Hamilton LLP located at One Liberty Plaza, New
York, New York 10006.

A full-text copy of the terms of agreement is available for free
at http://ResearchArchives.com/t/s?6381

                       About Citigroup

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

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

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

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


CITIZENS REPUBLIC: DBRS Downgrades Ratings to 'B'
-------------------------------------------------
DBRS has downgraded the ratings of Citizens Republic Bancorp, Inc.
(Citizens or the Company), and its related entities, including its
Issuer & Senior debt rating to B (low) from B (high).  Citizens'
banking subsidiaries' Short-Term Instruments ratings are unchanged
at R-4.  All ratings remain Under Review with Negative
Implications.  Subsequent to the rating actions, DBRS withdrew the
ratings of Citizens' Iowa-based banking subsidiary, F&M Bank, due
to its recent sale.  The Under Review with Negative Implications
for F&M Bank has not been resolved as a result of its sale.  The
rating actions followed the Company's release of 1Q10 operating
results, which reflected a loss attributable to common
shareholders of $90 million.

The rating actions and Under Review with Negative Implications
reflects Citizens' continuing struggle with severe asset quality
issues and capital invasion, and DBRS's expectation of sustained
elevated credit costs over the near to intermediate term.
Furthermore, the Company anticipates that it will be subject to
formal regulatory actions over the near term, which could further
strain Citizens' financial flexibility.  Ratings also consider the
Company's large CRE concentration, currently adequate funding
profile and well-established community banking and deposit
franchise.

DBRS's review will focus on Citizens' asset quality, capital
erosion and franchise value.  Additionally, the review will
consider the implications of the anticipated formal regulatory
actions and potential impact on the Company's financial
flexibility.

It is DBRS's perception that a significant amount of loss content
remains embedded within Citizens' loan portfolio, especially given
its sizeable commercial real estate exposure and Michigan
dominated footprint, where unemployment far exceeds the national
average.  At March 31, 2010, the Company's nonperforming assets
(NPAs) represented a high 7.34% of total loans, slightly down from
7.48% at December 31, 2009.  Meanwhile, net charge-offs (NCOs)
represented an elevated 6.16% of average loans for 1Q10, up from
4.00% for 4Q09.  The bulk of the increase in NCOs was attributed
to the Company writing down a sizeable component of residential
mortgages, prior to placing them in the available for sale
category.  DBRS notes that Citizens' allowance for loan loss
reserves was relatively modest at 58% of NPAs.  DBRS anticipates
that Citizens' NCOs may be volatile over the near to intermediate
term, especially as the company works through its troubled loan
portfolio.

Citizens' core earnings (income before provisions and taxes)
provide a modest level of loss absorption capacity for the
Company, which are currently being overwhelmed by credit costs.
DBRS expects this trend to continue over the intermediate term and
to continue to pressure capital.  Positively, the Company was able
to bolster its capital position in late April 2010, as it received
$50 million in proceeds from the sale of a bank subsidiary, F&M
Bank.  On a pro forma basis (including the proceeds for F&M Bank),
the Company's tangible common equity to tangible assets, and Tier
1 and Total risk based capital ratios were 5.79%, 12.42% and
13.79%, respectively, versus 5.54%, 12.12% and 13.49%,
respectively, at March 31 2010.  DBRS comments that Citizens'
capital position includes $300 million of TARP funds.
DBRS notes that Citizens' funding is currently sound. At March 31,
2010, core deposits represented roughly 97% of net loans.  The
Company's good quality securities portfolio, which represents 19%
of total assets, access to the FHLB and the Federal Reserve round
out its liquidity profile. Citizens' parent maintains a solid
liquidity position, as its $160 million of cash (including
proceeds for F&M Bank) currently provides sound parent company
coverage. DBRS notes that the holding company's nearest debt
maturity is during February 2013, when roughly $17 million of
subordinated notes mature.  At YE09, the Company announced the
deferral of interest payments on its two trust preferred
securities and also suspended dividend payments on its TARP
preferred shares.  DBRS notes that it does not view the exercising
of the contractual right to defer or skip payments as equivalent
to default.


CONGOLEUM CORP: Files Feasibility Analysis Prepared by SGS Capital
------------------------------------------------------------------
On May 27, 2010, Congoleum Corporation filed with the United
States District Court, District of New Jersey, an expert report
titled "Feasibility Analysis for Congoleum Corporation", dated
May 25, 2010, prepared by SSG Capital Advisors, LLC.

Although it believes that these expectations are based on
reasonable assumptions, within the bounds of its knowledge of its
business and operations, Congoleum Corporation says there can be
no assurance that actual results will not differ materially from
its expectations.  Readers are thus cautioned not to place undue
reliance on any forward-looking statements.  "Any or all of these
statements may turn out to be incorrect."

A full-text copy of the feasibility analysis is available for free
at http://researcharchives.com/t/s?6385

SSG was retained to provide this feasibility analysis for use in
litigation and litigation support in connection with the
confirmation of the Company's Plan of Reorganization.  SGS assumes
no liability for certain information contained in the report which
were obtained from the Company's management.

                   About Congoleum Corporation

Based in Mercerville, New Jersey, Congoleum Corporation
(PINKSHEETS: CGMCQ) -- http://www.congoleum.com/-- manufactures
resilient sheet and tile and plank flooring products available in
a wide variety of product features, designs and colors.

The Company filed for Chapter 11 protection on December 31, 2003
(Bankr. D. N.J. Case No. 03-51524) as a means to resolve claims
asserted against it related to the use of asbestos in its products
decades ago.  Richard L. Epling, Esq., Robin L. Spear, Esq., and
Kerry A. Brennan, Esq., at Pillsbury Winthrop Shaw Pittman LLP,
and Paul S. Hollander, Esq., and James L. DeLuca, Esq., at Okin,
Hollander & DeLuca, LLP, represent the Debtors.

The Asbestos Claimants' Committee is represented by Peter Van N.
Lockwood, Esq., and Ronald Reinsel, Esq., at Caplin & Drysdale,
Chtd.  The Bondholders' Committee is represented by Michael S.
Stamer, Esq., and James R. Savin, Esq., at Akin Gump Strauss Hauer
& Feld LLP.  Nancy Isaacson, Esq., at Goldstein Isaacson, PC,
represents the Official Committee of Unsecured Creditors.

R. Scott Williams, Esq., at Haskell Slaughter Young & Rediker,
LLC, the Court-appointed Futures Claimants Representative, is
represented by Roger Frankel, Esq., Richard Wyron, Esq., and
Jonathan P. Guy, Esq., at Orrick Herrington & Sutcliffe LLP, and
Stephen B. Ravin, Esq., at Forman Holt Eliades & Ravin LLC.

American Biltrite, Inc. (AMEX: ABL), which owns 55% of Congoleum,
is represented by Matthew Ward, Esq., Mark S. Chehi, Esq.,
Christopher S. Chow, Esq., and Matthew P. Ward, Esq., at Skadden
Arps Slate Meagher & Flom.

Various entities have filed bankruptcy plans for the Debtors.  In
February 2008, the legal representative for future asbestos-
related claimants; the asbestos claimants' committee; the official
Committee of holders of the Company's 8-5/8% Senior Notes due
August 1, 2008; and Congoleum jointly filed a joint plan of
reorganization.  Various objections to the Joint Plan were filed.
In June 2008, the Bankruptcy Court issued a ruling that the Joint
Plan was not legally confirmable.

In August 2008, the Bondholders' Committee, the ACC, the FCR,
representatives of holders of prepetition settlements and
Congoleum entered into a term sheet describing the proposed
material terms of a new plan of reorganization and a settlement of
avoidance litigation with respect to prepetition claim settlement.
Certain insurers and a large bondholder filed objections to the
Litigation Settlement or reserved their rights to object to
confirmation of the Amended Joint Plan.  The Bankruptcy Court
approved the Litigation Settlement in October 2008.  The Amended
Joint Plan was filed in November 2008.

In January 2009, certain insurers filed a motion for summary
judgment seeking denial of confirmation of the Amended Joint Plan.
On February 26, 2009, the Bankruptcy Court rendered an opinion
denying confirmation of the Amended Joint Plan.  Moreover, the
Bankruptcy Court dismissed Congoleum's bankruptcy case.

On February 27, 2009, Congoleum and the Bondholders' Committee
appealed the Order of Dismissal and the ruling denying plan
confirmation to the U.S. District Court for the District of New
Jersey.  The District Court overturned the dismissal order, and
assumed jurisdiction of the bankruptcy proceedings.


CONSTELLATION BRANDS: Fitch Issuer Default Rating to 'BB'
---------------------------------------------------------
Fitch Ratings has upgraded these ratings of Constellation Brands,
Inc.:

  -- Issuer Default Rating to 'BB' from 'BB-';
  -- Bank credit facility to 'BB' from 'BB-';
  -- Senior unsecured notes to 'BB' from 'BB-'.

STZ's total debt was approximately $3.8 billion as of Feb. 28,
2010, including approximately $1.8 billion of borrowings under its
credit facility and $1.9 billion of senior unsecured debt.  Fitch
no longer maintains a senior subordinated debt rating as the
company repaid its $250 million senior subordinated debt earlier
this year.  The Rating Outlook is Stable.

The upgrade is a result of STZ's significant debt reduction over
the past several quarters and the expectation for continued debt
reduction, albeit at a slower rate.  STZ has reduced its debt
dramatically since May 31, 2008, when the company's debt peaked at
almost $5.3 billion.  The debt reduction was due to solid free
cash flow generation and proceeds from asset dispositions.  As a
result of the company's significant deleveraging, debt protection
measures have improved with total debt/adjusted EBITDA plus equity
income down to 4.4 times at the end of fiscal 2010 from 4.8x last
year and adjusted EBITDA plus equity income/interest expense up to
3.2x from 2.9x.  Moderate improvement in these measures is
expected over the next couple of years with sustained debt
reduction and moderate earnings growth.

STZ continues to prioritize debt reduction.  However, debt
reduction in fiscal 2011 is unlikely to be as substantial as in
the past two years without major divestitures.  STZ recently
received a $300 million share purchase authorization from its
Board of Directors and subsequently entered into an agreement to
execute the full amount on an accelerated basis.  The company
expects fiscal 2011 free cash flow of $350 million to $400 million
and received $60 million in the first quarter of fiscal 2011 from
a note receivable related to its sale of its value spirits brands.
FCF and the note proceeds should allow for continued debt
reduction, after taking into account the company's share
repurchase program.

STZ's ratings and Outlook reflect the company's leading global
market positions and well-known portfolio of wine, spirits and
beer brands.  The ratings balance the general stability of the
company's operations, good operating margins and consistent free
cash flow generation with its high leverage, which has been
declining.  Any further rating actions will be driven by operating
margins and the level of debt reduction balanced against
acquisitions and stock repurchases over time.

For fiscal 2011, a sluggish premium wine market and difficult
imported beer market in the U.S. due to economic weakness, limited
wine growth internationally, and continuing operational
difficulties in Great Britain and Australia are challenges.  This
will result in flat revenue in fiscal 2011.  Operating income will
also be pressured by these factors as well as anticipated weaker
equity income from Crown Imports.  However, cost savings will
occur as a result of previous restructurings and the global
initiative and offset shifts to lower margin business in the U.K.
and Australia.  Additionally, interest expense is expected to
meaningfully decline after the company has reduced debt and repaid
its higher coupon subordinated notes.

STZ's liquidity remains adequate.  As of Feb. 28, 2010, the
company had a liquidity position of $561.4 million including
$517.9 million of availability under its revolving credit
facilities and $43.5 million of cash and equivalents.  The company
has a manageable maturity schedule for the next two fiscal years
with long-term debt maturities of $187.2 million and $157.8
million in 2011 and 2012, respectively, before facing
substantially higher maturities in fiscal 2013, 2014, and 2015 of
$467.7 million, $466.5 million, and $647.7 million, respectively.

The company has consistently generated FCF (defined by Fitch as
cash flow from operations less capital expenditures and
dividends), averaging nearly $300 million of FCF annually over the
past five years.  After recording $295 million of FCF in fiscal
2010, which was depressed due to a $65 million tax payment due to
a divestiture, the company, as previously stated, expects to
generate between $350 million and $400 million of FCF in fiscal
2011.  Fitch views this range as reasonable given the company's
expected operating performance.


COUNTRY CLUB: Emerges from Chapter 11 Protection
------------------------------------------------
Lansing State Journal reports that Country Club of Lansing has
been released from Chapter 11 bankruptcy because of its
reorganization after filing for protection from its creditors.

Based in Lansing, Michigan, Country Club of Lansing filed for
Chapter 11 protection on May 20, 2009 (Bankr. W.D. Mich. Case No.
09-06092).  Harold E. Nelson, Esq., at Nantz, Litowich, Smith &
Girard, represents the debtor.  The company listed both assets and
debts of between $1 million and $10 million.


COYOTES HOCKEY: Glendale Puts $25 Million into Escrow Account
-------------------------------------------------------------
Mike Sannucks at Business Journal of Phoenix reports that the city
of Glendale, Arizona, placed $25 million into an escrow account
after the National Hockey League threatened to move the Phoenix
Coyotes to another market.  Mr. Sannucks relates that NHL has
given Glendale until the end of the year to find an owner who will
keep the team in Arizona.  Glendale officials are hopeful they can
get a deal done, though negotiations with Ice Edge Holdings and
Jerry Reinsdorf are not progressing.  The NHL likely will move the
team to Winnipeg, Manitoba, if a deal here doesn't get done.

                    About Dewey Ranch Hockey

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

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


CRDENTIA CORP: Wins Confirmation of Sale-Based Plan
---------------------------------------------------
Bill Rochelle at Bloomberg News reports that Crdentia Corp. won
confirmation of a plan which provides for the sale of the business
in exchange for debt due to ComVest Capital LLC, the secured
lender owed $19 million.

Headquartered in Winter Park, Florida, Crdentia Corp., fka LIfen,
Inc., provides healthcare staffing services.  Crdentia built a
healthcare staffing company by acquiring 12 companies between 2003
and 2008.  Crdentia provides healthcare staffing services to more
1,000 hospital, government, clinic, nursing home, and home care
clients in five states.

The Company filed for Chapter 11 bankruptcy protection on
March 17, 2010 (Bankr. D. Delaware Case No. 10-10926).  Jamie
Lynne Edmonson, Esq., at Bayard PA, assists the Company in its
restructuring effort.  The Company listed $1,000,001 to
$10,000,000 in assets and $10,000,001 to $50,000,000 in
liabilities.

The Debtor's affiliate -- ATS Universal, LLC, fka ATS Health
Services, dba South Queens Kentuck Fried Chicken -- filed a
separate Chapter 11 petition on March 17, 2010, (Case No. 10-
10927).  The affiliate listed up to $50,000 in assets and
$10 million to $50 million in liabilities.


CROWN CORK: Moody's Upgrades Corporate Family Rating to 'Ba2'
-------------------------------------------------------------
Moody's Investors Service upgraded the corporate family rating of
Crown Cork and Seal Company, Inc. to Ba2 from Ba3.  The upgrade
reflects improvements in credit metrics stemming from the
company's success in improving operating performance and reducing
debt.  Moody's also assigned a Baa2 rating to Crown's new
$1 billion credit facility due May 2015.  Additional instrument
ratings are detailed below.  The rating outlook remains stable.

On May 26, 2010, Crown announced that it is contemplating the
arrangement of new five-year senior secured revolving credit
facilities in an aggregate principal amount of up to $1.0 billion,
which will be available to Crown Americas LLC, Crown European
Holdings S.A., Crown Metal Packaging Canada L.P., and certain
subsidiary borrowers (the "proposed new revolving facilities").
The company presently intends that the proposed new revolving
facilities would replace the existing senior secured revolving
credit facilities that mature on May 15, 2011.  To the extent that
lenders under the company's existing senior secured revolving
credit facilities do not participate as lenders under the proposed
new revolving facilities, such existing senior secured revolving
credit facilities will remain outstanding but aggregate borrowings
are expected to be limited to $1.0 billion.  The company currently
intends to use borrowings under the proposed new revolving
facilities to repay approximately $200 million, or approximately
$100 million of each, of the company's existing U.S. dollar senior
secured term loan facility and existing Euro senior secured term
loan facility.

Moody's took these rating actions for Crown Americas, LLC:

  -- Assigned $450 million US Revolving Credit Facility due 2015,
     Baa2 (LGD 2 - 11%)

  -- Upgraded $365 million US Term Loan B due 2012 to Baa2 (LGD 2
     - 11%) from Baa3 (LGD 2 - 12%)

  -- Upgraded $500 million senior unsecured notes due 2013 to Ba3
     (LGD 4 - 61%) from B1 (LGD 4 - 60%)

  -- Upgraded $600 million senior unsecured notes due 2015 to Ba3
     (LGD 4 - 61%) from B1 (LGD 4 - 60%)

  -- Upgraded $400 million senior unsecured notes due 2017 to Ba3
     (LGD 4 - 61%) from B1 (LGD 4 - 60%)

Moody's took these rating actions for Crown, Cork and Seal
Company, Inc.:

  -- Upgraded the corporate family rating to Ba2 from Ba3

  -- Upgraded the probability of default rating to Ba2 from Ba3

  -- Affirmed the speculative grade liquidity rating, SGL-2

  -- Affirmed the stable rating outlook

  -- Upgraded $150 million senior unsecured notes due 2096 to B1
     (LGD 6 - 93%) from B2 (LGD 6 - 93%)

  -- Upgraded $350 million senior unsecured notes due 2026 to B1
     (LGD 6 - 93%) from B2 (LGD 6 - 93%)

Moody's took these rating actions for Crown European Holdings
S.A.:

  -- Assigned $500 million European revolving credit facility due
     2015, Baa2 (LGD 2 - 11%)

  -- Upgraded EUR278 million ($388 million) Euro Term Loan B due
     2012 to Baa2 (LGD 2 - 11%) from Baa3 (LGD 2- 12%)

  -- Upgraded EUR460 million ($558 million) 6.25% First Lien Notes
     due 2011 to Baa2 (LGD 2 - 11%) from Baa3 (LGD 2 - 12%)

Moody's took these rating actions for Crown Metal Packaging Canada
L.P.:

  -- Assigned $50 million Canadian revolving credit facility due
     2015, Baa2 (LGD 2 - 11%)

The ratings are subject to receipt and review of the final
documentation.  The ratings for the existing senior secured
revolving credit facilities due 2011 will be withdrawn after the
transaction closes.

Crown's Ba2 corporate family rating reflects the company's
position in an oligopolistic industry, relatively stable end
markets and improved profitability.  The rating is also supported
by the high percentage of business under contract with strong raw
material cost pass-through provisions, higher margin growth
projects in emerging markets, and good liquidity.  Crown's broad
geographic exposure, including a high percentage of sales from
faster growing developing markets, is both a benefit and a source
of some potential volatility.

The rating is constrained by the company's concentration of sales,
exposure to international markets and risks inherent in its
strategy to grow in emerging markets.  The rating is also
constrained by its asbestos liability.

Moody's last rating action on Crown occurred on May 6, 2009, when
Moody's rated Crown Americas' new notes B1 and affirmed the Ba3
corporate family rating and stable outlook.

Headquartered in Philadelphia, Pennsylvania, Crown Cork and Seal
Company Inc. is a global manufacturers of steel and aluminum
containers for food, beverage, and consumer products.  Revenue for
the twelve months ended March 31, 2010, was approximately
$8 billion.


CRYSTAL SPRINGS: Taps Polsinelli Shughart as Bankruptcy Counsel
---------------------------------------------------------------
Crystal Springs Investors LLC sought and obtained authorization
from the Hon. Randolph J. Haines of the U.S. Bankruptcy Court for
the District of Arizona to employ Polsinelli Shughart PC as
bankruptcy counsel.

PS will, among other things:

     a. prepare pleadings and applications and conduct
        examinations incidental to the administration of the
        bankruptcy case and estate;

     b. advise the Debtor of its rights, duties, and obligations
        under Chapter 11 of the U.S. Bankruptcy Court;

     c. take any and other necessary action incident to the proper
        preservation and administration of the Debtor's Chapter 11
        estate; and

     d. advise the Debtor in the formulation and presentation of a
        plan pursuant to Chapter 11 of the Bankruptcy Code, and
        the accompanying disclosure statement.

Mary Martin, an attorney at PS, says that the firm will be paid
based on the hourly rates of its personnel:

        Partners                   $275-$600
        Associates                 $220-$250
        Paralegals                 $135-$145

Ms. Martin assures the Court that PS is "disinterested" as that
term is defined in Section 101(14) of the Bankruptcy Code.

Phoenix, Arizona-based Crystal Springs Investors LLC filed for
Chapter 11 bankruptcy protection on May 12, 2010 (Bankr. D. Ariz.
Case No. 10-14519).  The Company estimated its assets and debts at
$10,000,001 to $50,000,000.


CRYSTAL SPRINGS PHASE I: Court OKs Polsinelli as Bankr. Counsel
---------------------------------------------------------------
Crystal Springs Phase I LLC sought and obtained authorization from
the Hon. Randolph J. Haines of the U.S. Bankruptcy Court for the
District of Arizona to employ Polsinelli Shughart PC as bankruptcy
counsel.

PS will, among other things:

     a. prepare pleadings and applications and conduct
        examinations incidental to the administration of the
        bankruptcy case and estate;

    b. advise the Debtor of its rights, duties, and obligations
        under Chapter 11 of the U.S. Bankruptcy Code;

     c. take any and other necessary action incident to the proper
        preservation and administration of the Debtor's Chapter 11
        estate; and

     d. advise the Debtor in the formulation and presentation of a
        plan pursuant to Chapter 11 of the Bankruptcy Code.

Mary Martin, an attorney at PS, says that the firm will be paid
based on the hourly rates of its personnel:

        Partners                         $275-$600
        Associates                       $220-$250
        Paralegals                       $135-$145

Ms. Martin  assures the Court that PS is "disinterested" as that
term is defined in Section 101(14) of the Bankruptcy Code.

Phoenix, Arizona-based Crystal Springs Phase I filed for Chapter
11 bankruptcy protection on May 12, 2010 (Bankr. D. Ariz. Case No.
10-14516).  The Company estimated its assets and debts at
$10,000,001 to $50,000,000.


CYNERGY DATA: Seeks July 30 Extension of Plan Exclusivity
---------------------------------------------------------
Bill Rochelle at Bloomberg News reports that former credit-card
processor Cynergy Data LLC is asking the U.S. Bankruptcy Court to
extend until July 30 its exclusive period to propose a Chapter 11
plan.  A hearing on the request for a third extension is scheduled
for June 23.  Cynergy says it's on the cusp of wrapping up a
dispute with secured lenders that has dogged the case from the
outset.  Previously, Cynergy said it was hoping to file a
liquidating plan so a hearing could have been held April 1 to
approve an explanatory disclosure statement.

Launched in 1995, Cynergy Data is a merchant credit card
processing service provider that gives business owners excellent
customer support and unparalleled merchant services.  The company
emphasizes honest, service-oriented business practices and
customer-friendly products and services.  During the past 14
years, Cynergy Data has rapidly expanded from a two-person
operation to one that employs over 130 service-oriented team
members.  Headquartered in New York City, Cynergy Data manages a
portfolio of nearly 80,000 merchants processing in excess of $10
billion annually.

The Company and two affiliates -- Cynergy Data Holdings, LLC,
and Cynergy Prosperity Plus, LLC -- filed for Chapter 11 on
September 1, 2009 (Bankr. D. Del. Case No. 09-13038).

The Company's legal advisor is Nixon Peabody LLP; its financial
and restructuring advisor is CM&D Management Services LLC; its
industry expert is Unicorn Partners, LLC; and its investment
bankers are Stifel, Nicolaus & Company and Peter J. Solomon
Company.  Aside from Nixon Peabody, Pepper Hamilton LLP has been
hired as bankruptcy and restructuring counsel.  Charles D. Moore
of Conway MacKenzie, Inc., serves as chief restructuring officer.
Kurtzman Carson & Consultants LLC serves as claims and notice
agent.

Cynergy Data said that it had assets of $109,546,132 against debts
of $186,183,032 as of June 30, 2009.

Cynergy Data filed for Chapter 11 to complete the sale of all of
its assets to an affiliate of The ComVest Group.  The $81 million
sale of the assets was completed October.  The Debtor was renamed
to Liquidation Co. LLC following the sale.


DUNHILL ENTITIES: To Sell Ala. Petroleum Terminals for $40.5MM
--------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Dunhill Entities LP
was authorized by a bankruptcy judge to sell its two petroleum
storage facilities in Alabama for $40.5 million to Arc Terminals
LP.  The purchase price is all paid in exchange for secured debt,
except $500,000 cash.

One of the two terminals is in Chickasaw, Alabama, which has a
capacity of 650,000 barrels.  The second, in Mobile, has an
850,000-barrel capacity.

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.


ELECTRICAL COMPONENTS: Moody's Assigns 'B2' Corp. Family Rating
---------------------------------------------------------------
Moody's Investors Service has assigned a B2 corporate family
rating to Electrical Components International, Inc., following the
successful recapitalization of its balance sheet and emergence
from Chapter 11 bankruptcy proceedings.  At the same time, Moody's
assigned Ba2 ratings to the first out, $33 million senior secured
term loan A facilities and a B2 to the second out, $145 million
senior secured term loan B facility.  The rating outlook is
stable.

Through the prepackaged bankruptcy process, ECI substantially
reduced its balance sheet debt levels while raising nearly
$60 million in new capital from external sources to provide
additional liquidity to fund its emergence as well as near term
working capital needs.  The B2 rating reflects ECI's high
financial leverage, which was roughly 5.0x on an adjusted basis at
emergence, an adequate liquidity profile, which benefits from over
$55 million of cash, and high customer concentrations within the
North American "white goods" appliance market.  While ECI's
reliance on the top three appliance manufacturers in the U.S. is
substantial and currently weighs on the ratings, Moody's believes
these relationships position the company to benefit from the
stronger demand for appliances expected in 2010 as the U.S.
economy gradually improves and consumer spending increases.

The stable outlook reflects Moody's expectation that ECI will
restore margins to levels consistent with its historical
performance over the intermediate term, while reducing leverage to
compare favorably with rating peers.  Margins should improve as
order volumes rebound and cost cutting initiatives implemented in
recent periods are leveraged across the remaining manufacturing
plants.  Further, ECI's focus on new project wins and broadening
the customer base is expected to slowly improve the company's
diversification, however, it is not expected to shift Moody's
views on the company's credit risk associated with its customer
concentrations over the near term.

These ratings/assessments were assigned:

* Corporate family rating at B2;

* Probability of default rating at B2;

* Ba2 (LGD1, 9%) rating to the $12.5 million initial term loan A
  sub-tranche due 2015

* Ba2 (LGD1, 9%) rating to the $20 million additional term loan A
  sub-tranche due 2012

* B2 (LGD4, 52%) rating to the $145 million Tranche B term loan
  facilities due 2015

The last rating action on ECI was on April 2, 2010, when the
ratings were withdrawn following the company's Chapter 11
bankruptcy filing.

ECI, headquartered in St. Louis, Missouri, is a leading designer,
manufacturer and marketer of wire harnesses and provider value
added assembly services to North American, European and Asian
"white goods" appliance manufacturers.  The company generated $460
million of sales in 2009.


ELECTROGLAS INC: Wins Confirmation of Liquidation Ch. 11 Plan
-------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Electroglas Inc.
secured confirmation of a liquidating Chapter 11 plan.

The Debtors' assets were sold in two sale transactions that netted
$8.36 million.  Electroglas Inc. and Electroglas International
Inc. sold all of their "motion control for advanced technology
assets" to Seneca Merger Sub, Inc., a subsidiary of FormFactor,
Inc.  Electroglas sold all of its other assets to EG Systems, LLC.

Distributions to holders of general unsecured claims will be
comprised mostly, if not exclusively, of $500,000 that was paid
by FormFactor, Inc., to WCSR at the closing of the sale of the
MCAT business.

The Plan will be funded by (i) available cash on the effective
date and (ii) funds available after the effective date from, among
other things, the liquidation of the Debtors' remaining assets,
the prosecution and resolution of causes of action, and any
release of cash from the disputed general unsecured claims reserve
and the plan administrator reserve after the effective date.

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

                      About Electroglas Inc.

Headquartered in San Jose, California, Electroglas, Inc., supplies
semiconductor manufacturing test equipment and software to the
global semiconductor industry, and have been in the semiconductor
equipment business for more than 40 years.  The Debtors' other
major source of revenue comes from their business of designing,
manufacturing, selling and supporting motion control systems for
advanced technologies.

The Company, along with affiliate Electroglas International, Inc.,
filed for Chapter 11 on July 9, 2009 (Bankr. D. Del. Lead Case No.
09-12416).  David B. Stratton, Esq., and James C. Carignan, Esq.,
at Pepper Hamilton LLP represent the Debtors in their
restructuring effort.   The Debtors listed total assets of
$19,625,000 and total debts of $31,542,000.


FLYING J: Plan Exclusivity Will Expire June 22
----------------------------------------------
Bill Rochelle at Bloomberg News reports that Flying J Inc.
received the last extension of its exclusive right to propose a
plan that bankruptcy law allows.  After June 22, any creditor or
interested party may file plan because Flying J, by that time,
will have been in Chapter 11 for 18 months.  Flying J filed a
reorganization plan in February to pay creditors in full, with the
excess going to existing shareholders.

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

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

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

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


F&M BANK-IOWA: Fitch Withdraws Low-B Ratings
--------------------------------------------
Fitch Ratings has withdrawn the ratings for F&M Bank-Iowa, the
former bank subsidiary of Citizens Republic Bancorp, Inc., and
removed them from Rating Watch Positive where they were placed on
Feb. 3, 2010.

This rating action is solely related to F&M having been acquired
by Great Western Bank of Sioux Falls, SD, a wholly-owned U.S.
subsidiary of National Australia Bank Ltd (rated 'AA/F1+' by
Fitch).  This rating action does not affect the ratings of CRBC
(rated 'B-'/B with a Negative Outlook).

Citizens Republic Bancorp, Inc. is an $11.6 billion bank holding
company headquartered in Flint, MI that operates 229 offices in
the Midwest.  It serves markets in Michigan, Ohio, Wisconsin, and
Indiana.

Fitch's rating actions are a result of a focused review of Fitch's
'Master Global Financial Institutions Criteria' dated Dec. 29,
2009, due to the completion of F&M's sale to a subsidiary of a
highly rated issuer.

These ratings have been removed from Rating Watch Positive and
subsequently withdrawn by Fitch:

F&M Bank - Iowa

  -- Long-term Issuer Default Rating 'B-'
  -- Short-term IDR 'B'
  -- Long-term deposits 'B/RR3'
  -- Short-term deposits 'B'
  -- Individual 'D/E'
  -- Support '5'
  -- Support Floor 'NF'


FORD MOTOR: Shareholders Elect 13 Directors
-------------------------------------------
Ford Motor Company disclosed that at the annual meeting of
shareholders on May 13, 2010, shareholders submitted votes in
connection with the proposal to elect 13 directors:

Nominee             For            Against      Broker Non-Votes
-------             ---            -------      ----------------
Stephen G. Butler    4,048,797,068  34,761,209   896,481,428
Kimberly A. Casiano  3,990,704,447  92,853,829   896,481,428
Anthony Earley Jr.   3,541,459,396  542,098,881  896,481,428
Edsel B. Ford II     3,969,245,868  114,312,409  896,481,428
William Ford Jr.     4,021,119,076  62,439,201   896,481,428
Richard A. Gephardt  3,998,533,630  85,024,647   896,481,428
Irvine Hockaday Jr.  4,025,195,316  58,362,961   896,481,428
Richard A. Manoogian 3,588,521,447  495,036,830  896,481,428
Ellen R. Marram      3,706,597,286  376,960,991  896,481,428
Alan Mulally         4,033,723,589  49,834,688   896,481,428
Homer A. Neal        4,030,071,792  53,486,485   896,481,428
Gerald L. Shaheen    4,048,554,072  35,004,205   896,481,428
John L. Thornton     3,704,424,488  379,133,788  896,481,428

The regulatory filing showing all of the proposals voted upon by
shareholders is available for free at
http://ResearchArchives.com/t/s?637a

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures or distributes automobiles
across six continents.  With about 200,000 employees and about 90
plants worldwide, the company's automotive brands include Ford,
Lincoln, Mercury and Volvo.  The Company provides financial
services through Ford Motor Credit Company.

At December 31, 2009, the Company had US$194.850 billion in total
assets against US$201.365 billion in total liabilities.  Total
deficit attributable to Ford Motor at December 31, 2009, was
US$7.820 billion.

On March 4, 2009, Ford deferred future interest payments on its
6.50% Junior Subordinated Convertible Debentures due January 15,
2032, beginning with the April 15, 2009 quarterly interest
payment.

In March 2010, Moody's Investors Service raised Ford's Corporate
Family Rating (CFR) and Probability of Default Rating (PDR) to B2
from B3, secured credit facility to Ba2 from Ba3, senior unsecured
debt to B3 from Caa1, trust preferred to Caa1 from Caa2, and
Speculative Grade Liquidity rating to SGL-2 from SGL-3. Also
raised is Ford Credit's senior debt rating to B1 from B2.

The Troubled Company Reporter stated on April 30, 2010, Standard &
Poor's revised its outlook on Ford Motor Co. and related entities
to positive from stable and affirmed its ratings on these
entities, including the 'B-' corporate credit rating on Ford and
Ford Motor Credit Co. LLC and the 'B' rating on FCE Bank PLC.  The
outlook revision follows Ford's announcement of profitable first-
quarter results, including an 8.9% pretax margin in its North
American automotive operations.

On May 3, 2010, the TCR reported that Fitch Ratings upgraded the
Issuer Default Ratings for Ford Motor Co. and its captive finance
subsidiary Ford Motor Credit Co. to 'B' from 'B-'.  The Rating
Outlook for both Ford and Ford Credit remains Positive.


FORUM HEALTH: Nurses Assoc. Approves Ardent Medical's Final Offer
-----------------------------------------------------------------
Business Journal Daily reports that the Ohio Nurses
Association/Youngstown General Duty Nurses Association accepted a
final offer from Ardent Medical Services Inc. that expresses
interest in acquiring Forum Health Inc.

Forum Health and its affiliates filed for Chapter 11 protection on
March 16, 2009 (Bankr. N.D. Ohio Lead Case No. 09-40795).  Paul W.
Linehan, Esq., and Shawn M Riley, Esq., at McDonald Hopkins LLC,
serve as lead counsel to the Debtors.  The Debtors have also
tapped Michael A. Gallo, Esq. at Nadler Nadler & Burdman Co., LPA
as co- counsel; Kurtzman Carson Consultants LLC as claims,
noticing and balloting agent; and Huron Consulting Services LLC as
financial advisors.  Alston & Bird LLP represents the official
committee of unsecured creditors formed in the Chapter 11 cases.
At the time of its filing, Forum Health estimated that it had
assets and debts both ranging from $100 million to $500 million.


FONTAINEBLEAU LV: Ch. 7 Trustee Taps Kapila as Fin'l Advisor
------------------------------------------------------------
Soneet R. Kapila, the Debtors' Chapter 7 Trustee, sought and
obtained the Court's permission to appoint himself and Kapila &
Company, as financial advisor and accountant, nunc pro tunc to
April 20, 2010.

Prior to conversion of their cases to Chapter 7, the Debtors were
engaged in the ongoing construction and development of the
Fontainebleau Las Vegas as a signature "Tier A" casino hotel
resort with gaming, lodging, convention and entertainment
amenities, Susan Heath Sharp, Esq., at Stichter, Riedel, Blain &
Prosser, P.A., in Tampa, Florida -- ssharp@srbp.com -- relates.
The Project is situated on the sites of the former El Rancho and
Algiers hotels at the north end of Las Vegas Boulevard in Las
Vegas, Nevada.

As advisor, Kapila & Company will (i) prepare reports and income
tax returns, (ii) analyze proofs of claim, (iii) evaluate
avoidable transfers, and (iv) compile and analyze other financial
information as may be requested by the Trustee or the Trustee's
counsel.

Ms. Sharp says that Kapila & Company has agreed to be compensated
in accordance with Section 330 of the Bankruptcy Code.

Mr. Kapila assures the Court that Kapila & Company and its
professionals are disinterested as required by Section 327(a) of
the Bankruptcy Code.

                 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: Submits List of Unpaid Debts & New Creditors
--------------------------------------------------------------
Fontainebleau Las Vegas Holdings and its affiliates submitted
separate notices of certain documents required to be filed
pursuant to Rule 1019 of the Federal Rules of Bankruptcy
Procedure, Local Rules and the order converting their cases under
Chapter 11 to cases under Chapter 7 of the Bankruptcy Code.

Specifically, the Debtors filed with the Court a list of unpaid
debts of Fontainebleau Las Vegas LLC and Fontainebleau Las Vegas
Retail incurred since the Petition Date, a copy of which is
available for free at:

     http://bankrupt.com/misc/FB_R1019_UnpaidDebts_050310.pdf

The Debtors also filed a list of new creditors to be added in
their original list.  A copy of that list is available for free at
http://bankrupt.com/misc/FB_Rule1019_Creditors_05032010.pdf

                 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)


GENERAL GROWTH: Hasn't Waived Debt Conversion, Judge Says
---------------------------------------------------------
Bill Rochelle at Bloomberg News reports that General Growth
Properties Inc. prevailed over a group of secured lenders when the
bankruptcy judge ruled that GGP hadn't waived the right to convert
financing into equity as part of a reorganization plan.  Lenders
that provided $400 million in financing for the reorganization
asserted that General Growth should have given notice of the
election to convert debt to equity when the bankruptcy court on
May 7 selected a group including Brookfield Asset Management Inc.
to be the lead bidder in providing equity purchase and financing
commitments underpinning a reorganization plan.

According to Bloomberg, the bankruptcy judge ruled that the action
earlier this month hadn't triggered the notice requirement and
that General Growth hasn't waived the right to convert debt.

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

                    About General Growth

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

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

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


GENERAL MOTORS: Bates White Tapped for Asbestos Debts Valuation
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Motors
Liquidation Co. sought and obtained the Court's authority to
retain Bates White, LLC, as its consultant on the valuation of
asbestos liabilities, nunc pro tunc to March 16, 2010.

As consultant, Bates White will:

  (a) estimate the number and value of present and future
      asbestos personal injury claims;

  (b) assist the Committee in negotiations with various parties
      and the review and analysis of any proposed disclosure
      statement, plan or similar documents relating to the
      liquidation of the Debtors' estates;

  (c) review and analyze the Debtors' asbestos claims database
      and of the Debtors' resolution of various asbestos claims;

  (d) review and analyze the structure of any asbestos trust
      pursuant to a plan of liquidation;

  (e) assist the Committee in preparing expert testimony or
      reports and in the evaluation of reports and testimony by
      other experts and consultants; and

  (f) perform other advisory services as may be requested by the
      Committee.

Bates White will be paid according to its current hourly rates:

    Partner (Charles E. Bates)               $850
    Principal                             $425-$525
    Manager (Rachel Grinberg)                $395
    Senior Consultant                     $325-$350
    Consultant II                         $275-$295
    Consultant I                             $255
    Project Coordinator                      $225
    Project Assistant                        $200
    Research Assistant                       $160

Bates White will be reimbursed for necessary out-of-pocket
expenses.

Charles E. Bates, PhD, a member of Bates White, LLC, assured the
Court that his firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Committee, the Debtors and
their estates.

                       About General Motors

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

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

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

                   About Motors Liquidation

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

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

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


GENERAL MOTORS: Discusses Plan of Liquidation with Committee
------------------------------------------------------------
Judge Robert E. Gerber of the U.S. Bankruptcy Court for the
Southern District of New York extended the exclusive period within
which Motors Liquidation Company (f/k/a General Motors
Corporation) and its affiliated debtors may:

  (1) file a Chapter 11 plan of reorganization until
      September 27, 2010;

  (2) solicit acceptances of that plan until November 29, 2010.

The Debtors noted that, along with the Official Committee of
Unsecured Creditors, they have worked, and continue to work,
constructively and have had several meeting to discuss plan
structure and gating issues.  The Extended Exclusive Periods will
allow them to pursue ongoing analyses of the assets and
liabilities of the Debtors -- which must be completed before a
confirmable Chapter 11 plan can be proposed and fully negotiated
with the Debtors' constituents.

            Parties-in-Interest Express Support

As the representative for general unsecured creditors -- one of
the primary beneficiaries of the Chapter 11 Plan -- the Creditors'
Committee anticipates continuing to work closely with the Debtors
in the next few months on efficiently winding down the Debtors'
estates and emerging from chapter 11, Thomas Moers Mayer, Esq., at
Kramer Levin Naftalis & Frankel LLP, in New York, says.

As of May 28, the Debtors have discussed the proposed terms of a
plan of liquidation with the Creditors' Committee and have
involved the Committee in discussions on the progress of
environmental negotiations.  The Debtors have also worked closely
with the Committee in developing and implementing alternative
dispute resolution procedures to minimize claims against the
estate.

In connection with the sale of substantially all of the Debtors'
assets pursuant to Section 363 of the Bankruptcy Code, the Debtors
received 10% of the stock and 15% of the warrants in New GM.  The
Committee expects that these stock and warrants will be available
for distribution to the Debtors' general unsecured creditors.  In
addition, the Committee has a substantial interest in the
formulation and confirmation of an appropriate Chapter 11 Plan
which will ensure timely distribution to holders of allowed
unsecured claims, says Mr. Mayer.

According to Mr. Mayer, the Creditors' Committee supports the
Exclusive Periods extension, as requested by the Debtors.  The
Committee proposes however, that at the appropriate time, the
Debtors publicly outline the proposed timeline for emergence from
Chapter 11. "This information is vital for the tens of thousands
of unsecured creditors who have been eagerly awaiting a
distribution since the closing of the 363 Transaction in July
2009," Mr. Mayer notes.

The Committee reserves all of its rights to seek a termination of
the Exclusive Periods or challenge any subsequent requests for an
extension of the Exclusive Periods, in the event the Debtors and
the Committee are unable to continue to work together to
effectuate the consummation of a Chapter 11 plan in a timely
manner, Mr. Mayer adds.

In a separate supplemental statement, the Official Committee of
Unsecured Creditors Holding Asbestos-Related Claims clarifies that
its claims consultant had received access to the Debtors' database
of prepetition claims on May 15, 2010.  The ACC notes that it
supports the Exclusivity Extension, reserving the rights of all
parties with respect to any subsequent motion to extend or
terminate that Exclusivity.

In a separate statement, Dean M. Trafelet, as the legal
representative for holders of future asbestos personal injury
claims against the Debtors, says the investigation of the Debtors'
current and future asbestos-related liabilities is in its infancy.
Because the Debtors intend to shed all liability for the asbestos
claims asserted against them, it is critical that the Asbestos
Committee be allowed to conduct a thorough investigation into the
Debtors' asbestos-related liabilities to ensure that the trust
will provide substantially similar treatment to both present and
future asbestos-related claims.  The proper review and analysis of
the asbestos-related claims against the Debtors is critical to the
success of any plan that will establish a trust mechanism for
processing and paying asbestos-related personal injury claims.
Accordingly, Mr. Trafelet supports the extension of the Exclusive
Periods.

                       About General Motors

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

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

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

                   About Motors Liquidation

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

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

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


GENERAL MOTORS: Hires Hamilton as Asbestos Claims Consultant
------------------------------------------------------------
Motors Liquidation Co., formerly General Motors Corp., sought and
obtained authority from the Court to employ Hamilton, Rabinovitz &
Associates, Inc., as consultant with respect to asbestos claims.

As of the Petition Date, lawsuits asserting approximately 29,000
asbestos-related personal injury claims were pending against
Motors Liquidation Company and the company's consolidated books
and records reflected a reserve in the amount of approximately
$660 million with respect to its liability for asbestos claims,
both present and future.

The Debtors intend to provide for treatment of present asbestos
claims and "future" asbestos claims in their Chapter 11 plan.  The
Debtors currently contemplate that, although, as stated, the plan
will not provide for an injunction under Section 524(g) of the
Bankruptcy Code, the plan will provide for a trust to be
established for present and future asbestos-related personal
injury claims, which trust will (i) receive its appropriate
ratable share of the consideration to be distributed in respect of
allowed prepetition unsecured claims, and (ii) have the sole
responsibility to address and make distributions to holders of
present and future asbestos-related claims, in full settlement,
satisfaction, and discharge thereof, with no further liability or
responsibility remaining with the Debtors or their successors.

In connection with this process, the Debtors believe they require
the services of an asbestos claims valuation expert to quantify
their potential liability for these claims and to assist them in
interfacing and negotiating with the other constituencies in these
cases with respect to the chapter 11 plan and the appropriate
amount of the consideration to be distributed under the plan to
the trust for the benefit of present and future asbestos
claimants.

Pursuant to an engagement letter, HR&A will:

  (a) estimate the number and value in total and by disease of
      present and future asbestos-related personal injury
      claims;

  (b) assist the Debtors in analyzing estimates prepared by
      other constituencies of present and future asbestos-
      related personal injury claims;

  (c) assist the Debtors in formulating and negotiating a
      Chapter 11 plan as it relates to the treatment of present
      and future asbestos-related personal injury claims;

  (d) prepare and analyze expert reports and provide testimony,
      as necessary, in any hearings relating to the Chapter 11
      cases; and

  (e) provide other services as requested by the Debtors.

HR&A will be paid according to its customary hourly rates:

  Partners (Hamilton, Rabinovitz)           $650
  Managing Directors                        $600
  Principals                                $400
  Directors                                 $350
  Managers                                  $325
  Senior Analysts                           $250
  Analysts                                  $200
  Research Associates                       $100

HR&A will also be reimbursed for any necessary out-of-pocket
expenses.

Francine F. Rabinovitz, president of Hamilton, Rabinovitz &
Associates, Inc., assures the Court that her firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code and does not represent any interest adverse
to the Debtors and their estates.

                       About General Motors

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

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

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

                   About Motors Liquidation

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

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

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


GENERAL MOTORS: Wins Nod to Hire Deloitte as Tax Advisor
--------------------------------------------------------
Motors Liquidation Co., formerly General Motors Corp., and its
units received authority from Judge Robert E. Gerber of the U.S.
Bankruptcy Court for the Southern District of New York to employ
Deloitte Tax LLP to provide tax advisory services in their cases,
nunc pro tunc to January 1, 2010.

Deloitte Tax was one of the accounting firms for General Motors
prior to the Petition Date.  Thus, the firm possesses certain
records and institutional knowledge relevant to tax matters
involving the Debtors, Harvey R. Miller, Esq., at Weil, Gotshal &
Manges LLP, in New York -- harvey.miller@weil.com -- tells the
Court.  Accordingly, the retention of Deloitte Tax as tax advisor
"is the most practical, efficient and economic way in which to
proceed," Mr. Miller asserts.

Pursuant to an engagement letter dated January 21, 2010, Deloitte
Tax will provide tax advisory services on federal, foreign, state
and local tax matters on an as-requested basis.  Those services
will relate principally to the preparation and submission of
private letter rulings to the Internal Revenue Service relating to
a Chapter 11 plan, relates Mr. Miller.

The Debtors will pay the professionals at Deloitte Tax based on
these hourly rates and the nature of services they will provide:

  Professional              Local        National
  ------------              -----        --------
  Partner                   $723           $837
  Senior Manager            $595           $642
  Manager                   $531           $557
  Senior Associate          $425           $425
  Staff                     $340           $340

Deloitte Tax will also be reimbursed for necessary out-of-pocket
expenses.

Mr. Miller assures the Court that Deloitte Tax will not provide
services that are duplicative of those to be provided by other
professionals in the Debtors' Chapter 11 cases.

Pursuant to the Engagement Letter, the Debtors will indemnify and
hold harmless Deloitte Tax, its subcontractors and their personnel
from all claims, liabilities or expenses relating to the
Engagement, except to the extent finally judicially determined to
have resulted primarily from the bad faith or intentional
misconduct of Deloitte Tax or its subcontractors.  The Engagement
Letter also provides for a limitation on damages of Deloitte Tax,
except to the extent finally judicially determined to have
resulted primarily from the bad faith or intentional misconduct of
Deloitte Tax or its subcontractors.

Because the Debtors' retention of Deloitte Tax is being sought
pursuant to Section 363 of the Bankruptcy Code, the firm is not
subject to the "disinterested" standard of Section 327 -- to which
the Office of the U.S. Trustee "has no objection," Mr. Miller
says.

                       About General Motors

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

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

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

                   About Motors Liquidation

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

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

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


GENERAL MOTORS: To Invest C$245 Million at Ontario Plant
--------------------------------------------------------
The Globe and Mail reported that General Motors of Canada Ltd.
said it will begin producing a new, fuel-efficient transmission at
a plant in St. Catharines, Ont., in 2012.

According to the report, General Motors' Canada unit has announced
a string of investments since its parent company emerged from
Chapter 11 bankruptcy protection last year.  The latest
announcement is a C$245-million plan to build six-speed
transmissions to supply assembly plants in Oshawa, Ont., and
Ingersoll, Ont., both of which have already boosted or plan to
increase vehicle production amid a market recovery and heavy
demand for the company's Chevrolet Equinox and GMC Terrain
crossover utility vehicles.

                       About General Motors

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

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

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

                   About Motors Liquidation

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

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

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


GENERAL MOTORS: U.S. Treasury to Pick Lead Bank for IPO
-------------------------------------------------------
The U.S. Treasury and General Motors Co. may choose a lead
underwriter for the automaker's initial public offering as soon as
next week, two people familiar with the matter said, according to
a report by Serena Saitto and David Welch at Bloomberg News.

According to Bloomberg, its sources said GM must decide soon on an
underwriter in order to sell shares publicly by the fourth
quarter.

Chief Executive Officer Ed Whitacre, appointed chairman when GM
emerged from bankruptcy in July, has said the automaker may sell
shares to the public as early as this year.

Meanwhile, Mr. Whitacre, according to Bloomberg, wants to secure
an automotive lending unit before a public offering in the fourth
quarter, people familiar with the plan have said, Bloomberg
reports.  GM hasn't had such a subsidiary since former CEO Rick
Wagoner sold 51% of GMAC to private-equity firm Cerberus Capital
Management LP in 2006, Bloomberg notes.

                       About General Motors

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

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

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

                   About Motors Liquidation

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

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

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


GOLDEN EAGLE: Chisholm Biefwolf Raises Going Concern Doubt
----------------------------------------------------------
Chisholm, Bierwolf, Nilson & Morrill LLC of Bountiful, Utah,
expressed substantial doubt about Golden Eagle International
Inc.'s ability as a going concern.  The firm reported that the
company has significant working capital deficit, has incurred
significant losses since inception, and is dependent of financing
to continue operations.

The Company reported a net loss of $3.4 million on $3.9 million of
revenues for the year ended Dec. 31, 2009, compared with a net
loss of $1.7 million on $596,443 of revenues during the same
period a year earlier.

The Company's balance sheet for Dec. 31, 2009, showed $5.6 million
in total assets and $2.9 million in total liabilities, for a
stockholders' equity of $2.6 million.

A full-text copy of the Company's Form 10-K is available for free
at http://ResearchArchives.com/t/s?639c

                        About Golden Eagle

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


GOLDEN EAGLE: Posts $630,822 Net Loss in Q1 2010
------------------------------------------------
Golden Eagle International, Inc., filed its quarterly report on
Form 10-Q, reporting a net loss of $630,822 on zero revenue for
the three months ended March 31, 2010, compared with a net loss of
$453,928 on $814,683 of revenue for the same period of 2009.

The Company's balance sheet as of March 31, 2010, showed
$5,262,673 in assets, $3,235,103 of liabilities, and $2,027,570 of
stockholders' equity.

Chisholm, Bierwolf, Nilson & Morrill, in Bountiful, Utah,
expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
the Company has a significant working capital deficit, has
incurred significant losses since inception, and is dependent of
financing to continue operations.

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

               http://researcharchives.com/t/s?638a

Based in Salt Lake City, Golden Eagle International, Inc. Golden
Eagle International, Inc. (OTC BB: MYNG) was previously focused on
minerals exploration and mining and milling operations in Bolivia
through its Bolivian-based wholly-owned subsidiary, Golden Eagle
International, Inc. (Bolivia).  However, in late 2008 the Company
suspended these operations, and in March 2010 transferred control
of its Bolivian assets and operations to an unaffiliated third
party.  The Company expects to transfer ownership of those assets
and operations during the second quarter of 2010, although there
can be no assurance that it will be able to complete the
transactions with the purchaser.


HAWKEYE RENEWABLES: Files Amended Plan of Reorganization
--------------------------------------------------------
Hawkeye Renewables, LLC, filed with the U.S. Bankruptcy Court for
the District of Delaware a proposed Plan of Reorganization dated
as of May 25, 2010.

According to the amended Plan, the Reorganized Renewables will be
authorized, but not required, to enter into the exit facility for
any purpose permitted thereunder, including the funding of
obligations under the Plan and satisfaction of ongoing working
capital needs.

Secured claims, under Class 2, will be (i) reinstated or (ii)
holders will receive cash in the full amount of the allowed claim,
including any postpetition interest accrued.  General Unsecured
claims (Classes 5A and 5B), and equity interests will receive no
property under the Plan and will be cancelled as of the effective
date.

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

The Debtor is represented by:

     Weil, Gotshal & Manges LLP
     Michael F. Walsh, Esq.
     767 Fifth Avenue
     New York, NY 10153
     Tel: (212) 310-8000

     Richards, Layton & Finger, P.A.
     Mark D. Collins
     One Rodney Square
     920 North King Street
     Wilmington, DE 19801
     Tel: (302) 651-7700

                    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.


HAWKEYE RENEWABLES: Reaches Settlement with Lenders
---------------------------------------------------
Hawkeye Renewables LLC negotiated a settlement between first- and
second-lien creditors aimed at enabling confirmation of a Chapter
11 plan that would modify the reorganization proposed as part of
the prepackaged reorganization that began Dec. 21.

Originally, the first-lien lenders, owed $593 million, were to get
all the equity and a new $25 million secured term loan.  The
second-lien creditors, who opposed the plan at three days of
confirmation hearings in March and April, were offered a profit
participation equivalent to 7.5% of distributions over
$435 million.  The settlement increases the take of the second-
lien holders by giving them 1 percent of the equity and 10% above
distributions of $435 million.  The first-lien's distribution
drops from 100 percent to 99% of the new equity.

Hawkeye asked the bankruptcy judge in a motion to rule that the
changes aren't material so a new vote by creditors isn't
necessary.  The Company proposes a June 1 hearing on the request.

The Company has won an extension until June 19 of its exclusive
right to propose a reorganization plan.

                     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.


HEALTHSOUTH CORP: Presents at Baird's Growth Stock Conference
-------------------------------------------------------------
HealthSouth Corporation participated in Baird's 2010 Growth
Stock Conference on May 18 to 20, 2010.  The Company said it
addressed its strategy, objectives, and financial performance and
discuss industry trends and dynamics.  The Company has included
data published through the Uniform Data System for Medical
Rehabilitation for the first quarter of 2010.

The Company disclosed that Adjusted Consolidated EBITDA rose to
$106.4 million during three months ended March 31, 2010, from
$98.4 million during the same period in 2009.  Adkisted free cash
flow hiked to $49 million during the first quarter of 2010, from
$36.3 million during the year before.

A full-text copy of the Company's presentation is available for
free at http://ResearchArchives.com/t/s?6380

                        About HealthSouth

Birmingham, Alabama, HealthSouth Corporation (NYSE: HLS) --
http://www.healthsouth.com/-- is the nation's largest provider of
inpatient rehabilitative healthcare services.  Operating in 26
states across the country and in Puerto Rico, HealthSouth serves
patients through its network of inpatient rehabilitation
hospitals, long-term acute care hospitals, outpatient
rehabilitation satellites, and home health agencies.

As of December 31, 2009, the Company had total assets of
$1.681 billion against total liabilities of $2.191 billion and
convertible perpetual preferred stock of $387.4 million.


HEREFORD INSURANCE: A.M. Best Affirms FSR of 'C++'
--------------------------------------------------
A.M. Best Co. has affirmed the financial strength rating (FSR) of
C++ (Marginal) and issuer credit rating (ICR) of "b" of Hereford
Insurance Company (Hereford) (Long Island City, NY).  The outlook
for both ratings is stable.  Concurrently, A.M. Best has withdrawn
the ratings at the company's request and assigned an NR-4 (Company
Request) to the FSR and an "nr" to the ICR.
The ratings reflect Hereford's vulnerable risk-adjusted
capitalization, significant dependence on reinsurance, geographic
and product concentration, highly competitive conditions in its
markets and the potential need at the parent holding company,
Hereford Holding Company, Inc., to provide capital support for a
recently acquired private passenger automobile insurer.
Offsetting these rating factors is Hereford's solid historical
underwriting and operating performance, which is representative of
its niche market positions in commercial automobile liability and
workers' compensation insurance, focusing on the medallion taxi
and for-hire-livery markets throughout New York City.


IMAGE METRICS: Posts $2.8 Million Net Loss in Q2 Ended March 31
---------------------------------------------------------------
Image Metrics, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $2,757,000 on $1,575,000 of revenue for
the three months ended March 31, 2010, compared with a net loss of
$2,521,000 on $167,000 of revenue for the three months ended
March 31, 2009.

The Company's balance sheet as of March 31, 2010, showed
$3,090,000 in assets and $9,596,000 of liabilities, for a
stockholders' deficit of $6,506,000.

The Company has incurred significant operating losses and has
accumulated a $30,370,000 deficit as of March 31, 2010.  The
Company's ability to continue as a going concern is dependent upon
it being able to successfully raise further capital through equity
or debt financing and continued improvement of our results of
operations.

"These conditions indicate a material uncertainty that casts
significant 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?6387

Santa Monica, Calif.-based Image Metrics Inc., formerly
International Cellular Accessories, is a global provider of
technology-based facial animation services to the interactive
entertainment and film industries.


INTERNATIONAL COAL: Names Bezik and Catacosinos as Directors
------------------------------------------------------------
International Coal Group Inc. elected two class II directors --
Cynthia B. Bezik and William J. Catacosinos -- for a term of three
years during its 2010 annual meeting of stockholders.

A full-text copy of the Company's regulatory filing is available
for free at http://ResearchArchives.com/t/s?637e

                  About International Coal Group

Scott Depot, West Virginia-based International Coal Group, Inc.
(NYSE: ICO) produces coal in Northern and Central Appalachia and
the Illinois Basin.  The Company has 13 active mining complexes,
of which 12 are located in Northern and Central Appalachia, and
one in Central Illinois.  ICG's mining operations and reserves are
strategically located to serve utility, metallurgical and
industrial customers throughout the eastern United States.

                           *     *     *

As reported by the Troubled Company Reporter on March 11, 2010,
Standard & Poor's Ratings Services raised its corporate credit
rating on International Coal Group LLC to 'B+' from 'B-'.

The TCR on March 10, 2010, Moody's Investors Service affirmed the
ratings of International Coal Group, including the corporate
family rating of Caa1.  Moody's assigned a Caa1 (LGD 4; 57%)
rating to the company's new $200 million second lien senior
secured notes due 2018.  The rating outlook remains stable.


KEMET CORP: Posts $69.4 Million Net Loss in Fiscal 2010
-------------------------------------------------------
KEMET Corporation filed on May 25, 2010, its annual report for the
fiscal year ended March 31, 2010.

The Company reported a net loss of $69.4 million on $736.3 million
of revenue for fiscal 2010, compared with a net loss of
$285.2 million on $804.4 million of revenue for fiscal 2009.

The Company's balance sheet as of March 31, 2010, showed
$741.0 million in assets, $456.7 million of liabilities, and
$284.3 million of stockholders' equity.

KPMG LLP, in Greenville, in Greenville, S.C., expressed
substantial doubt about the Company's ability to continue as a
going concern after auditing the Company's financial statements
for the fiscal year ended March 31, 2009.  The independent
auditors noted that the Company has experienced a decline in net
sales, profitability and liquidity during the year ended March 31,
2009

As of March 31, 2010, Ernst & Young LLP, the Company's independent
auditors for fiscal 2010, issued an unqualified opinion that did
not include an explanatory paragraph with respect to going concern
uncertainty.

"In the first quarter of fiscal year 2010, the Company consummated
a tender offer to extinguish $93.9 million in aggregate principal
amount of the 2.25% Convertible Senior Notes and executed the
Revised Amended and Restated Platinum Credit Facility with K
Financing as amended on September 30, 2009, and amendments to the
UniCredit Corporate Banking S.p.A. facilities which improved the
Company's liquidity.  On May 5, 2010, the Company completed a
private placement of $230.0 million of 10.5% Senior Notes due
2018.  In addition, during fiscal year 2010, the Company's
liquidity improved as a result of management initiated cost
reductions and working capital initiatives, and increases in net
sales."

A full-text copy of the annual report report is available for free
at http://researcharchives.com/t/s?638b

Based in Simpsonville, South Carolina, KEMET Corporation (Other
OTC: KEME) -- http://www.kemet.com/-- is a global manufacturer of
a wide variety of capacitors.  The Company's product offerings
include tantalum, multilayer ceramic, solid and electrolytic
aluminum, film and paper capacitors.

                          *     *     *

This concludes the Troubled Company Reporter's coverage of KEMET
Corporation until facts and circumstances, if any, emerge that
demonstrate financial or operational strain or difficulty at a
level sufficient to warrant renewed coverage.


LEHMAN BROTHERS: Gets Approval of Fenway Settlement
---------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved a deal that will allow Lehman Paper Commercial Inc. to
repurchase assets from Fenway Capital LLC.

The assets to be repurchased include LCPI's interests in real
property loans and other assets that were transferred to Fenway
Capital under an August 22, 2008 master repurchase agreement.

The court-approved deal also provides for the termination of the
MRA and the cancellation of a commercial paper program with
Fenway Funding LLC.  LCPI will be the sole owner of the
repurchased assets subject to the rights of its non-debtor and
debtor affiliates upon the closing of the deal.  Meanwhile, LBHI
will be fully subrogated to the claims of the Fenway entities
against LCPI to the full extent of any payment by LBHI with
respect to those claims.

The Official Committee of Unsecured Creditors expressed support
for the approval of the deal.  In court papers, the panel pointed
out the significant benefits that Lehman Brothers Holdings Inc.
and its affiliated debtors will get from the transaction and the
unwinding of the commercial paper program.

The Creditors' Committee previously disapproved the deal but it
eventually changed its stance after the scope of the releases and
indemnities to be granted to the Fenway entities was narrowed to
retain the claims of LBHI and its affiliated debtors arising from
the commercial paper program and the implementation of the deal.

The transaction, however, drew flak from the affiliates of SCC
Acquisitions Inc.  In a statement filed with the Court, the SCC
entities raised concern that LCPI is using the acquisition of
assets as a means to reassert the automatic stay to thwart the
litigation that has been pending in their own Chapter 11 cases.

The SCC entities brought the lawsuit against Fenway Capital and
LCPI in connection with the loans they availed with an aggregate
face amount of more than $1 billion.  The loans were among the
assets transferred under the MRA.

The SCC entities also questioned how LBHI can be subrogated to
the rights of the Fenway entities pursuant to the MRA when the
MRA will be terminated under the deal.

In response to the SCC entities' objection, LBHI clarified that
it is simply entering a compromise under which the company, as
holder of the notes issued under the commercial paper program and
as guarantor of LCPI's obligations under the MRA, will surrender
the notes for cancellation as payment of the repurchase price and
in satisfaction of its obligations as guarantor.  As a result,
LBHI says, it will be subrogated to the claims and other rights
of the Fenway entities pursuant to the MRA and other related
documents.

                       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: June 2 Claims Bar Date for Merit LLC, et al
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
set June 11, 2010, as the deadline for each person or entity to
file their proofs of claim against Merit LLC, LB Somerset LLC,
and LB Preferred Somerset LLC.

As for governmental units, the Court authorized them to file
their proofs of claim until June 21, 2010.

Meanwhile, creditors holding claims that stemmed from the
rejection of an executory contract or unexpired lease are
required to file their proofs of claim by the later of June 11,
2010, or within 45 days after the rejection takes effect.

In case their schedules are amended or supplemented after May 6,
2010, the Lehman units will be required to notify the affected
creditors.  The creditors, meanwhile, will be required to file
their proofs of claim prior to the later of June 11, 2010, and
within 30 days from the notification.

                       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: Receives OK to Transfer Loans of VFT 2007-1
------------------------------------------------------------
Lehman Commercial Paper Inc. received court approval to transfer
mortgage loans from a securitization trust to its non-debtor
affiliates.

The mortgage loans secure the repayment of the notes issued by
Variable Funding Trust 2007-1, a securitization trust that serves
as financing facility.  The notes were either sold or assigned to
the securitization trust by LCPI.

The Court issued an order on February 23, 2010, authorizing LCPI
to prepay the notes issued by the securitization trust before
their dates of maturity.  The order, however, did not specify
whether the mortgage loans are to remain in the securitization
trust or are to be transferred to LCPI or any other Lehman units.

Jacqueline Marcus, Esq., at Weil Gotshal & Manges LLP, in New
York, says the proposed transfer would allow for a more efficient
and effective management of the mortgage loans.

"The transfer...is the best framework for continuing to maximize
the value of the mortgage loans without facing excess costs and
delay due to LCPI's insolvency and the fact that LCPI did not
originate many of the mortgage loans," Ms. Marcus says in court
papers.  She adds that LCPI will still be able to indirectly
manage the mortgage loans.

In exchange for transferring each mortgage loan to a non-debtor
affiliate, LCPI will receive a note in the amount of the
outstanding balance of the loan with payment terms substantially
identical to those of such loan.  The non-debtor affiliate will
provide LCPI with a pledge of the transferred mortgage loan
granting LCPI direct control rights upon non-payment of the note.

                       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: Wins Nod of $99MM Settlement with Millennium
-------------------------------------------------------------
Lehman Brothers Special Financing Inc. received approval from the
U.S. Bankruptcy Court for the Southern District of New York of a
settlement deal that would allow the company to recover as much
as $99 million.

LBSF hammered out the deal with Millennium Management LLC and
Millennium USA LP to recover the money in exchange for the
dismissal of a lawsuit it filed against them early this year.

LBSF brought the lawsuit after the Millennium entities turned
down its request to withdraw the money, which it contributed as a
limited partner of Millennium USA.  The contribution represents
its partnership interest in Millennium USA.

As a limited partner, LBSF is entitled to withdraw any capital it
contributes to Millennium USA pursuant to the terms of their
partnership agreement.  The Millennium entities, however, refused
to release the money on grounds that Millennium Partners LP has a
claim against LBSF under a swap transaction.

MPLP is a partnership in which Millennium USA is one of the four
limited partners.

Under the settlement deal, Millennium USA is required to pay $99
million to LBSF in exchange for the dismissal of the lawsuit.
Meanwhile, LBSF and Lehman Brothers Holdings Inc. agreed to allow
in favor of MPLP unsecured claims in the sum of $8 million
against their  estates.  The deal also provides for a mutual
release of claims stemming from the swap transaction, the
partnership agreement and the lawsuit.

A full-text copy of the proposed settlement is formalized in a
six-page agreement, is available for free at:

      http://bankrupt.com/misc/LBHI_SettlementMillennium.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)


LEXINGTON PRECISION: Wins Approval of Plan Outline
--------------------------------------------------
Bill Rochelle at Bloomberg News reports that Lexington Precision
Corp. has received approval of the disclosure statement explaining
its proposed Chapter 11 plan.  With the approval, Lexington is
aiming for confirmation of the Plan at a hearing on July 14.

The reorganization will be funded partly by the sale of
$22 million of stock, at $10 a share, to Commercial Finance
Services 407 LLC.  Other terms of the Plan are:

   * Debt would be reduced by more than $50 million.

   * Holders of senior subordinated notes will recover 51%.
     Subordinated-note holders, owed $34.2 million in principal,
     would elect to take 51% in cash or swap for stock,
     exchanging about $20 of debt for each new share.

   * General unsecured creditors are to be paid 80%, with 8% in
     cash on implementation of the plan.  The remainder is to be
     paid 8.6% in cash at each of the ensuing nine quarters.

   * Asbestos claims are to be paid in full with insurance
     proceeds.  If insurance is insufficient, the remainder will
     be paid over time like general unsecured creditors.

   * Secured debt under the company's plan is to be paid in full
     through revised credit agreements.

The official creditors' committee and secured lenders are now
proposing a competing plan. In January, secured lenders withdrew a
separate reorganization plan they were proposing.

                    About Lexington Precision

Headquartered in New York, Lexington Precision Corp. --
http://www.lexingtonprecision.com/-- manufactures tight-tolerance
rubber and metal components for use in medical, automotive, and
industrial applications.  As of February 29, 2008, the Company
employed about 651 regular and 22 temporary personnel.

The Company and its affiliate, Lexington Rubber Group Inc., filed
for Chapter 11 protection on April 1, 2008 (Bankr. S.D.N.Y. Lead
Case No.08-11153).  Christopher J. Marcus, Esq., and Victoria
Vron, Esq., at Weil, Gotshal & Manges, represent the Debtors in
their restructuring efforts.  The Debtors selected Epiq Systems -
Bankruptcy Solutions LLC as claims agent.  The U.S. Trustee for
Region 2 appointed six creditors to serve on an official committee
of unsecured creditors.  Paul N. Silverstein, Esq., and Jonathan
Levine, Esq., at Andrews Kurth LLP, represent the Committee as
counsel.

On June 30, 2008, the Debtors filed with the Bankruptcy Court a
plan of reorganization.  It was amended twice, the latest
amendment dated December 8, 2008.  The Debtors currently plan to
complete the liquidation of their connector-seal business before
seeking approval of the Amended Plan.


LOCKWOOD AUTO: Trustee's Fraudulent Transfer Suit Going to Trial
----------------------------------------------------------------
WestLaw reports that material issues of fact existed as to whether
a bank took in good faith its security interest in a certificate
of deposit obtained by a corporate debtor using funds which the
bank had loaned to the debtor's principal shareholder, including
whether the shareholder told the bank that the debtor's vehicle
financier had approved the transaction.  These issues precluded
summary judgment for the bank on the Chapter 7 trustee's actual
fraudulent transfer claims under the Bankruptcy Code and the
Pennsylvania Uniform Fraudulent Transfer Act based on the good
faith defense to transferee liability.  In re Lockwood Auto Group,
Inc., --- B.R. ---, 2010 WL 1931986 (Bankr. W.D. Pa.) (Agresti,
J.).

Lockwood Auto Group, Inc., an auto dealer located in Girard, Pa.,
sought chapter 11 protection (Bankr. W.D. Pa. Case No. 05-13558)
on Oct. 3, 2005.  At the time of the filing, the Debtor estimated
its assets and debts at less than $10 million.  The Debtor's
chapter 11 case was converted to a chapter 7 liquidation
proceeding, and Richard W. Roeder serves as the Chapter 7 Trustee.

The Chapter 7 Trustee sued (Bankr. W.D. Pa. Adv. Pro. No. 06-1100)
to reverse a series of similar triangular transactions that
occurred between 2002 and 2005 among the Debtor, its principal
shareholder, and First National Bank of Pennsylvania.  The
transactions arose in the context of the Debtor's operation of a
dealership selling DaimlerChrysler Motors Corporation vehicles
which were financed through DaimlerChrysler Financial Services
North America, LLC.  In late 2002 and early 2003, Daimler became
concerned about the financial stability of the Debotr and entered
into a "Recapitalization Agreement" with the Debtor and its
shareholder that required additional capital to be invested into
the Company.  Mr. Roeder alleges that the transactions at issue
were done to make it appear that the Debtor had the necessary
additional capital to remain viable when it actually did not.

The Honorable Warren W. Bentz issued an opinion in 2007 (Doc. 32)
ruling in favor of the Chapter 7 Trustee on cross-motions for
summary judgment and requiring the Bank to turn over the proceeds
of the CD to the Trustee.  The Bank appealed to the District
Court.  One of the issues on appeal was whether the basis for the
2007 Opinion was Section 548(a)(1)(A) (actual intent to hinder
defraud or delay), or Section 548(a)(1)(B) (constructive fraud).
The District Court reversed in an Opinion (Doc. 56) dated March
20, 2008.  The District Court found that the 2007 Opinion was
premised on constructive fraud.  It then went on to hold that
Judge Bentz had erred in determining that the had not given
reasonably equivalent value in exchange for the pledge of the CDs,
finding instead, that the Debtor had received an "indirect
benefit" in exchange for its pledge of the CDs to the Bank.  Since
proving a "constructive fraudulent transfer" under Section
548(a)(1)(B) requires that there be no equivalent value, the
District Court found that the facts in this case do not support
such a claim.  However, that was not the end of the matter.

The District Court also noted that during the course of the
litigation the Trustee had articulated several other possible
theories to support recovery of the CD proceeds from the Bank,
including actual fraud under Section 548(a)(1)(A) and equitable
subordination. The District Court therefore remanded this matter
to this Court for consideration of those alternative theories.
After the remand, the Trustee was given leave to file an amended
complaint.

On Sept. 16, 2008, the Trustee filed his Amended Complaint (Doc.
69).  The Amended Complaint sets forth three counts: Count I
(fraudulent transfer (actual fraud) under the Pennsylvania Uniform
Fraudulent Transfer Act Law, 12 Pa.C.S.A. Sec. 5101, et. seq.),
Count II (fraudulent transfer (actual fraud) under Section
548(a)(1)(A)), and Count III (equitable subordination under 11
U.S.C.Sec. 510).  The Defendants answered the Amended Complaint,
and thereafter, the Parties engaged in discovery.

On June 22, 2009, the Bank filed its motion for summary judgment.
The Honorable Thomas P. Agresti says factual issues preclude
resolving this dispute on summary judgment and tells the parties
to prepare for trial.


MARKETXT HOLDINGS: S.D.N.Y. Affirms Retroactive Relief from Stay
----------------------------------------------------------------
WestLaw reports that the determination that a former Chapter 11
trustee, as the debtor's responsible officer, established cause
warranting the annulment of the automatic stay to validate an
arbitration award entered against the debtor postpetition was not
an abuse of discretion.  The bankruptcy court identified and
correctly applied the proper doctrinal framework, focused on the
Stockwell factors relevant to its analysis, and determined, based
on these factors, that the equities favored granting retroactive
stay relief.  It did not matter that the court knew the outcome of
the arbitration before it ruled on the motion for stay relief.  In
re Marketxt Holdings, Corp., --- B.R. ----, 2010 WL 1654152
(S.D.N.Y.) (Castel, J.).

The District Court's decision affirms a ruling by the Honorable
Allan L. Gropper reported at 2009 WL 2957809.

MarketXT Holdings Corporation, fka Tradescape Corporation, was a
day-trading firm conducting electronic equity trades on all
the major U.S. stock exchanges.  The Company sought Chapter 11
protection on March 26, 2004 (Bankr. S.D.N.Y. Case No. 04-12078).
Alan Nisselson served as the Chapter 11 Trustee and now serves
as the Distribution Agent and Responsible Officer of the Debtor.
Mr. Nisselson is represented by attorneys at Kaye Scholer LLP.


MEDIMEDIA USA: Moody's Downgrades Corporate Family Rating to 'B3'
-----------------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family Rating
for MediMedia USA, Inc., to B3 from B2 and changed the rating
outlook to stable from negative.

The downgrade reflects the lack of organic growth, which has
contributed to a thin cushion of compliance with bank financial
covenants and high leverage (approximately 5.8 times for the
trailing twelve months through March 31, 2010).  In addition,
given MediMedia's reliance on pharmaceutical sector marketing
spend for a significant portion of its revenue, the projected
increase in patent expiries and downward trends in pipeline
quality raise concerns about MediMedia's longer term growth
prospects.  Moody's anticipates EBITDA in 2010 comparable to 2009
levels, and notwithstanding the possibility of more significant
growth in 2011, the leverage covenant tightens in the first
quarter of 2011.  The combination of high leverage and limited
cushion of compliance under financial covenants creates
refinancing risk given the October 2012 maturity of the revolver,
the current attractive pricing on the bank debt and the absence of
meaningful growth.

Furthermore, the current capital structure affords the company
with limited ability to manage any deviation from expectations or
make significant incremental investments, given limited remaining
availability on the $50 million revolver ($34 million drawn as of
March 31, 2010), the potential that covenants may preclude access
to the full $50 million revolving credit commitment over the near-
term and expectations for only modestly positive free cash flow.

The stable outlook assumes MediMedia's liquidity improves.

A summary of the actions:

MediMedia USA, Inc.

  -- Corporate Family Rating, Downgraded to B3 from B2

  -- Probability of Default Rating, Downgraded to B3 from B2

  -- Senior Secured Bank Credit Facility, Downgraded to B1 from
     Ba3

  -- Senior Subordinated Notes, Downgraded to Caa2 from Caa1

  -- Outlook, Revised to Stable from Negative

MediMedia's aggressive expansion strategy (including both
acquisitions and organic investments) contributed to high leverage
(almost 6 times debt-to-EBITDA) and negative free cash flow, and
the B3 corporate family incorporates this financial risk and
expectations that the company will continue to seek growth despite
its limited liquidity.  Furthermore, the company relies on
pharmaceutical spending for approximately 40% of its revenue,
exposing it to these companies' shifting spending patterns.  Lack
of scale also constrains the rating, particularly given the
potential for intensifying competition from larger, better-
capitalized companies.  MediMedia's established client
relationships with high renewal rates, its strong credibility with
pharmaceutical marketers, and a degree of revenue stability from
long-term contracts support the ratings.

The most recent rating action on MediMedia occurred on
September 15, 2009, when Moody's affirmed the B2 CFR and revised
the rating outlook to negative from stable.

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

Headquartered in Yardley, Pennsylvania, MediMedia USA, Inc.
(MediMedia) provides health information and services that inform
consumers, physicians, and other healthcare decision makers.  Its
annual revenue is approximately $300 million.  The company is
primarily owned by Vestar Capital Partners.


MESA AIR: Will Continue to Fly for Delta Until Aug. 31
------------------------------------------------------
Bloomberg News reports that Mesa Air Group Inc. and Delta Air
Lines have reached a temporary agreement where Mesa will continue
flying specified aircraft for Delta until the end of August.  The
agreement was approved by the bankruptcy court in New York.  The
temporary arrangement allows for an orderly wind down of the
relationship between the two airlines and assures Mesa of being
paid for the flights it operates.

To recall, Mesa Air lost a lawsuit early in May when a federal
judge ruled that Delta Air had the right to cancel a contract
where Mesa was flying 22 aircraft as Delta Connection.  The judge
determined that Mesa's substandard performance permitted Delta to
cancel.

                       About Delta Air Lines

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

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

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

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

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

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

                        *     *     *

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

                     About Mesa Air Group

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

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

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

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


MIDWAY GAMES: Creditors Panel Has Settlement with Redstone
----------------------------------------------------------
Bill Rochelle at Bloomberg News reports that the Official
Committee of Unsecured Creditors for Midway Games Inc. agreed to
take $1 million to settle remaining claims against owner Sumner
Redstone and companies he controls.  The settlement is set for
approval in bankruptcy court on June 23.  The settlement generates
more cash for distribution to creditors.

The Creditors Committee was largely unsuccessful in the lawsuit
against Mr. Redstone and his companies.  They contended that
Mr. Redstone carried out a "disastrous and ill-advised"
$90 million transaction in February 2008 that saddled Midway with
$70 million in new debt it "had no ability to satisfy."  The
bankruptcy judge in late January dismissed most of the claims.  He
permitted the committee to continue prosecuting claims aiming to
recharacterize parts of the transaction as secured lending rather
than so-called true sales.

                         Plan Confirmed

Judge Kevin Gross, in Wilmington, Delaware, confirmed the Joint
Chapter 11 Plan of Liquidation for Midway Games Inc. at a
hearing held on May 21.

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

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

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

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

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

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

                       About Midway Games

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

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

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

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

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


MILACRON INC: Filing of Q1 2010 Will Be Delayed
-----------------------------------------------
In a regulatory filing Thursday, MI 2009 Inc., formerly known as
Milacron Inc., disclosed that its quarterly report on Form 10-Q
for the period ended March 31, 2010, could not be filed within the
prescribed period.  The Company also has not filed its annual
report for the year ended December 31, 2008, its periodic
reports for the three months ended March 31, June 30, and
September 30, 2009, and its annual report for the year ended
December 31, 2009.

At September 30, 2008, the Company's balance sheet showed
$586.1 million in assets and $648.5 million of debts, for a
stockholders' deficit of $62.4 million.

On August 21, 2009, the Company completed a sale of substantially
all of its assets to Milacron LLC, a company formed by affiliates
of Avenue Capital Group, certain funds and accounts managed by DDJ
Capital Management LLC and certain other entities that held
roughly 93% of the Company's 11.5% Senior Secured Notes, and is no
longer conducting business operations.

                      About Milacron Inc.

Headquartered in Batavia, Ohio, Milacron Inc. (Pink Sheets: MZIAQ)
supplies plastics-processing technologies and industrial fluids,
with major manufacturing facilities in North America, Europe and
Asia.  First incorporated in 1884, Milacron also manufactures
synthetic water-based industrial fluids used in metalworking
applications.

The Company and six of its affiliates filed for protection on
March 10, 2009 (Bankr. S.D. Ohio Lead Case No. 09-11235).  On the
same day, the Company filed an ancillary proceeding for
reorganization of its Canadian subsidiary under the Companies'
Creditors Arrangement Act in the Ontario Superior Court of Justice
in Canada.  The petitions include the Company and its U.S. and
Canadian subsidiaries and its non-operating Dutch holding company
subsidiary only, and do not include any of the Company's operating
subsidiaries outside the U.S. and Canada.

Kim Martin Lewis, Esq., Tim J. Robinson, Esq., and Patrick D.
Burns, Esq., at Dinsmore & Shohl LLP, represent the Debtors in
their restructuring efforts.  Conway, Del Genio, Gries Co., LLC,
is the Debtors' financial advisor.  Rothschild Inc. is the
Debtors' investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the noticing, balloting and disbursing agent
for the Debtors.  Paul, Hastings, Janofsky & Walker LLP,
represents DIP Lender General Electric Capital Corp.  Taft
Stettinius & Hollister LLP is counsel for the Official Committee
of Unsecured Creditors.

Milacron Inc. asked the Bankruptcy Court to change its name to MI
2009 Inc. following the Court-sanctioned sale of its assets to an
investor group.


MISSISSIPPI RIVER: Sells Assets to Wayzata Unit for $8.2 Mil.
-------------------------------------------------------------
According to Cain Madden at The Natchez Democrat, Mississippi
River Corporation has been sold to Mississippi River Pulp LLC for
$8.2 million.  Mississippi Pulp agreed to assume the Company's
debt including $684,206 in back property taxes owed to Adams
County and $309,660 owed to the county for loans to expand
warehouse space.

Mississippi Pulp LLC's lone listed officer is Wayzata Investments
Partners LLC of Wayzata, Minnesota, The Natchez Democrat reported.

Columbus, Ohio-based Mississippi River Corporation -- dba MRC,
NAPCO, and North American Paper Company -- filed for Chapter 11
bankruptcy protection on February 16, 2010 (Bankr. S.D. Ohio Case
No. 10-51480).  Richard K. Stovall, Esq., who has an office in
Columbus, Ohio, assists the Company in its restructuring effort.
The Company listed $1,000,001 to $10,000,000 in assets and
$10,000,001 to $50,000,000 in liabilities.


MOUNT VERNON: Files for Chapter 11 Bankruptcy in New York
---------------------------------------------------------
Mount Vernon Monetary Management Corp. together with 32 of its
affiliates filed for bankruptcy under Chapter 11 in the U.S.
Bankruptcy Court for the Southern District of New York, listing
both assets and debts between $1 million and $10 million.

The Company said it owes $16,632 to Elan (West Transfer Account),
$11,279 to Elan (BOA Transfer Account), and $11,056 to Webster,
among others.

Allen G. Kadish, Esq., at Greenberg Traurig LLP of New York,
represents the Company.

According to jdsupra.com, Robert Egan, president and sole
shareholder of the company, was charged in a criminal complaint
filed in the Southern District of New York with bank fraud and
conspiracy to commit bank fraud.

Mount Vernon Monetary Management Corp. owns, operates and services
ATMS in the New York City metropolitan area.


MUNICIPAL MORTGAGE: Expects "Going Concern" in 2009 Annual Report
-----------------------------------------------------------------
Municipal Mortgage & Equity, LLC, filed on May 28, 2010, a Form 8-
K providing business information on the current state of its
business.

The Company says that the conditions resulting in the 2006 going
concern opinion of its independent auditors, KPMG LLP, continue to
exist and that the Company expects that KPMG will again express
substantial doubt about the Company's ability to continue as a
going concern once the Company releases its audited 2009 financial
statements.  The Company has not yet released its audited
financial statements for 2007 to 2009.

In its report on the Company's 2006 financial statements, KPMG LLP
noted that the Company has incurred losses from operations and is
in default on provisions of most of its credit agreements.

A full-text copy of the 2006 annual report is available for free
at http://researcharchives.com/t/s?6382

In 2009, the Company sold the majority of the assets associated
with three of its major businesses: substantially all of the
renewable energy business in April; its agency lending business in
May; and substantially all of its low income housing tax credit
equity business ("LIHTC") in October.  The Company retained
certain assets from each of these business unit sales.

"We have sold many of these retained assets and other assets
unrelated to these three business units often for less than the
amounts we had borrowed against or invested in them, in order to
reduce our debt and improve our liquidity.  We will continue to
evaluate the possible sale of our assets as conditions warrant in
order to further reduce our outstanding debt.  Our asset sale
losses and the cost of preparing and auditing our 2006 and
restated 2004 and 2005 financial statements, when added to our
operating expenses for 2007, 2008 and 2009, resulted in
significant losses.  In light of the instability in the credit and
capital markets and weaknesses in commercial real estate markets
since 2006, we have reduced the carrying value of some of our
assets and have incurred losses on the sale of some of our assets.
As a result of our asset and business sales and the use of
proceeds to pay operating expenses and reduce debt, we have
significantly fewer assets now than at the end of 2006.  In
addition, as a result of our reduction in revenue and the
increases in our losses since the end of 2006, we believe our
consolidated common shareholders' equity at December 31, 2009,
will be a net deficit.  We have not fully completed our review of
our accounting for 2007 to 2009 and, therefore, the exact amount
of such deficit will not be available until we complete the
preparation and review of our financial statements for 2007 to
2009 and our independent registered public accounting firm
completes its audit of these financial statements.

A full-text copy of the Form 8-K is available for free at:

               http://researcharchives.com/t/s?6383

Baltimore, Md.-based Municipal Mortgage & Equity, LLC
-- http://www.munimae.com/-- is a diverse real estate finance
company specializing in tax exempt bonds for the multi-family
housing segment.  MuniMae common shares are currently traded over-
the-counter (OTC) on what is known as the Pink Sheets under the
ticker symbol: MMAB.

The Company's balance sheet as of December 31, 2006, showed
$8.484 billion in assets, $5.007 billion of liabilities,
$2.640 billion of non-controlling interests in consolidated funds
and ventures, $168.7 milion of perpetual preferred shareholders'
equity in a subsidiary company, and $667.9 million of
shareholders' equity.


NEFF CORP: Seeks to Pay Performance Bonuses to Key Executives
-------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Neff Corp. is
proposing a bonus program for 10 executives at the executive vice
president level and higher that may cost as much as $1.27 million.
The chief executive officer and chief financial officer would earn
bonuses of $225,000 and $130,500, respectively, if Neff's
reorganization becomes effective by Nov. 30.  For each month's
delay, the bonus would drop by one-sixth.  The two would be
eligible for additional performance awards in the same amount.
The CEO's base salary is $450,000, while the CFO earns $290,000.

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

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

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

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

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

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

                          About Neff Corp.

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

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

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


NEWFIELD EXPLORATION: Fitch Affirms 'BB+' Issuer Default Rating
---------------------------------------------------------------
Fitch Ratings has affirmed Newfield Exploration Company's Issuer
Default Rating at 'BB+' and upgraded the company's senior
subordinated note rating to 'BB' from 'BB-'.

Fitch has taken these rating actions on Newfield:

  -- Issuer Default Rating affirmed at 'BB+';
  -- Senior unsecured affirmed at 'BB+';
  -- Senior unsecured bank facility affirmed at 'BB+';
  -- Senior subordinated notes upgraded to 'BB' from 'BB-'.

The Rating Outlook is Stable.

The upgrade of the company's senior subordinated note rating to
'BB' from 'BB-' reflects the significant repayment of nearly all
senior unsecured debt combined with expectations that the company
will continue to issue debt at the senior subordinated debt level
in the future.

Newfield's ratings continue to reflect the company's plans to live
within internally generated cash flows (excluding acquisitions),
as well as the company's conservative management team and
financial profile, reasonable debt levels relative to its peers
(as measured on a debt/barrel of oil equivalent and debt/barrel of
proven developed reserves), and the company's improved asset
profile following the 2007 diversification away from the Gulf of
Mexico.  Newfield continues to benefit in the current commodity
price environment from its significant commodity hedges as well as
the company's significant and growing exposure to oil production.
Offsetting factors include the potential for additional debt to
finance growth opportunities (primarily M&A) and the weak
fundamentals associated with the natural gas market.

Credit metrics continued to improve as of March 31, 2010, as
Newfield generated latest 12 months EBITDAX of $1.04 billion which
resulted in interest coverage of 7.9 times and leverage, as
measured by debt-to-EBITDAX of 2.1x.  At year-end 2009, debt/boe
of proven reserves was $3.38/boe ($.56/mcfe) and debt/boe of
proven developed reserves was $6.41/boe ($1.07/mcfe).  After
adjusting for asset retirement obligations (AROs), E&P debt/boe of
proven reserves was $3.53/boe ($0.59/mcfe) and E&P debt/boe of
proven developed reserves was $6.69/boe ($1.12/mcfe).

Free cash flow (cash flow from operations less capital
expenditures) was positive $306 million during the LTM period
primarily related to the generation of positive FCF during the
second half of 2009 and during the first quarter of 2010.  On a
quarter-by-quarter basis, Newfield continued to show improvements
throughout 2009 and into 2010 as the company remained committed to
living within operating cash flows.  During the first quarter of
2010, Newfield generated positive FCF of approximately $72 million
compared to negative FCF of $56 million during the first quarter
of 2009.  Fitch expects Newfield to continue to live within
internally generated cash flows in 2010 as the company continues
to show restraint with regard to its capital expenditure program.

Liquidity remains strong and improved as a result of the company's
subordinated note offering during the first quarter which resulted
in the repayment of most of the borrowings under the company's
credit facility as well as the repayment of nearly all of the
company's March 2011 senior unsecured note maturity ($143 million
of the $175 million note was repurchased).  Significant commodity
price hedges (approximately 69% of 2010 natural gas production and
42% of 2010 oil production) and growing production levels continue
to support operating cash flow levels while reduced capital
expenditures should result in neutral to positive free cash flow
levels.  Newfield's liquidity stems from cash balances
($112 million on March 31, 2010), remaining availability of
$1.23 billion on its $1.25 billion senior unsecured credit
facility (maturing in June 2012) and from operating cash flows
($1.64 billion for the LTM period ending March 31, 2010).  The
company's next debt maturity following the repayment of its
remaining $32 of 7.625% senior notes maturing on March 1, 2011 are
the $325 million of 6.625% senior subordinated notes due in
September 2014.

Key covenants are primarily associated with the senior unsecured
credit facility and include maximum debt to book capitalization
(60% covenant threshold), maximum total debt to EBITDA (3.5x
covenant level) and minimum net present value (NPV) of oil and gas
properties to total debt (1.75x covenant level).  It is important
to note that the debt to EBITDA covenant provides for adjustments
to back out the impacts of unrealized gains/losses on commodity
hedges, ceiling test writedowns and goodwill impairments.  In
addition, the company's NPV covenant makes adjustments to debt
balances by only including 50% of the principal amount of the
senior subordinated notes.  Tests for the NPV covenant are
performed annually in May and Newfield saw no reductions in
borrowing capacity as a result of this covenant in 2010.
Remaining covenants associated with the company's outstanding
senior unsecured and senior subordinated debt include limits on
incurring debt secured by liens, sale/leaseback transactions,
limits on the ability to engage in merger transactions, limits on
the ability to incur additional debt, limits on making restricted
payments, paying dividends or redeeming capital stock as well as
other restrictions.

Newfield is a mid-sized oil and gas exploration and production
company headquartered in Houston, Texas.  Newfield has operations
in several major regions of the United States (Mid-Continent,
Rocky Mountains, South Texas, and deep water Gulf of Mexico), as
well as international offshore operations in Malaysia and China.
At year-end 2009, Newfield's reserves had grown to 603 mmboe (3.62
Tcfe), of which 53% was proven developed and approximately 72%
natural gas.


NUGEN HOLDINGS: Posts $492,440 Net Loss in Q2 Ended March 31
------------------------------------------------------------
Nugen Holdings, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $492,440 on $61,127 of revenue for the
three months ended March 31, 2010, compared with a net loss of
$161,456 on $115,525 of revenue for the three monhts ended
March 31, 2009.

The Company's balance sheet as of March 31, 2010, showed
$1,397,640 in assets, $1,132,023 of liabilities, and $265,617 of
stockholders' equity

"The Company has working capital of $853,395, an accumulated
deficit of $3,527,658 and negative cash flows from operations of
$327,335 during the six months ended March 31, 2010.  This raises
substantial doubt about its 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?6389

Ashburn, Va.-based Nugen Holdings, Inc. is engaged, through its
wholly-owned subsidiary NuGen Mobility, Inc., a Delaware
corporation, in the research, development and sale of permanent
magnet electric motors and the electronic controls for such
motors.


OSAGE EXPLORATION: Posts $1 Million Net Loss for March 31 Quarter
-----------------------------------------------------------------
Osage Exploration and Development Inc. filed its quarterly report
on Form 10-Q, showing a net loss of $1.0 million on $424,763 of
total operating revenues for the three months ended March 31,
2010, compared with a net loss of $1.7 million on $744,070 of
total operating revenues for the same period a year earlier.

The Company's balance at March 31, 2010, showed $3.0 million in
total assets and $1.1 million in total liabilities, for a
stockholder's equity of $1.8 million.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?6390

              About Osage Exploration and Development

Based in San Diego, California with production offices in Oklahoma
City, Oklahoma, and executive offices in Bogota, Colombia, Osage
Exploration and Development, Inc. (OTC BB: OEDV) --
http://www.osageexploration.com/-- is an independent exploration
and production company with interests in oil and gas wells and
prospects in the US and Colombia.


OSI RESTAURANT: Swings to $978,000 Net Loss in Q1 2010
------------------------------------------------------
OSI Restaurant LLC filed its quarterly report on Form 10-Q,
reporting a net loss of $978,000 on $947.4 million of total
revenues for the three months ended March 31, 2010, compared with
a net income of $82.3 million on $964.3 million of total revenues
during the same period a year ago.

The Company's balance sheet at March 31, 2010, showed $2.4 billion
in total assets and $2.5 billion in total liabilities, for a
stockholders' deficit of $118.8 million.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?638f

Tampa, Fla.-based OSI Restaurant Partners, LLC, is one of the
largest casual dining restaurant companies in the world, with five
restaurant concepts, more than 1,475 system-wide restaurants and
2009 revenues exceeding $3.6 billion.  The Company operates in 49
states and in 23 countries internationally, predominantly through
Company-owned restaurants, but its also operates under a variety
of partnerships and franchises.  The Company's concepts concepts
are Outback Steakhouse, Carrabba's Italian Grill, Bonefish Grill,
Fleming's Prime Steakhouse and Wine Bar and Roy's.  The Company's
long-range plan is to exit its Roy's concept, but it has not
established a timeframe to do so.

                           *     *     *

According to the Troubled Company Reporter on April 27, 2010,
Moody's Investors Service affirmed the corporate family and
probability of default ratings of OSI Restaurant Partners, Inc.,
at Caa1.  In addition, Moody's upgraded the company's Speculative
Grade Liquidity rating to SGL-2 from SGL-3.  The outlook was
changed to stable from negative.


OWENS CORNING: New Facility Won't Affect Moody's 'Ba1' Rating
-------------------------------------------------------------
Moody's commented that Owens Corning's entering into a new
revolving credit facility has no immediate impact on the company's
Ba1 corporate family rating.

The last rating action was on March 2, 2010, at which time Moody's
affirmed Owens Corning's Ba1 corporate family rating and changed
the rating outlook to stable from negative.


PATIENT SAFETY: Posts $393,546 Net Income for March 31 Quarter
--------------------------------------------------------------
Patient Safety Technologies Inc. filed its quarterly report on
Form 10-Q, showing net income of $393,546 on $2.3 million of
revenues for the three months ended March 31, 2010, compared with
a net loss of $3.5 million on $935,558 of revenues for the same
period a year ago.

The Company's balance sheet at March 31, 2010, showed
$10.1 million in total assets and $15.3 million in total
liabilities, for a $5.1 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?639d

                 About Patient Safety Technologies

Patient Safety Technologies, Inc. (OTC: PSTX) --
http://www.surgicountmedical.com/-- through its wholly owned
operating subsidiary SurgiCount Medical, Inc., provides the
Safety-Sponge(TM) System, a system designed to improve the
standard of patient care and reduce health care costs by
preventing the occurrence of surgical sponges and other retained
foreign objects from being left inside patients after surgery.
RFOs are among one of the most common surgical errors.

                           *     *     *

In its March 31, 2010 report, Squar, Milner, Peterson, Miranda &
Williamson, LLP, in San Diego, California, noted that the
Company's significant recurring net losses through December 31,
2009, and significant working capital deficit as of December 31,
2009, raise substantial doubt about the Company's ability to
continue as a going concern.


PENN TREATY: Insurance Commissioner Sues to Recover $2 Million
--------------------------------------------------------------
The Insurance Commissioner of the Commonwealth of Pennsylvania
filed in the Commonwealth Court of Pennsylvania a Complaint
against Penn Treaty American Corporation.  The Insurance
Commissioner alleges that PTNA is owed certain moneys from the
Registrant related to a federal tax refund and certain accrued
paid time off liabilities.

In the complaint, Insurance Commissioner wants to recover over
$2 million in money owed and belonging to PTNA that defendant Penn
Treaty American Corporation is withholding and has failed to pay
over to PTNA and the Rehabilitator.

After a change in the tax laws relating to net loss carrybacks,
the Registrant filed a Form 1139 seeking a refund on its
consolidated 2003-2007 taxes.  In the Complaint, the Insurance
Commissioner alleges that a portion of the refund received by the
Registrant is owed to PTNA.

Additionally, during certain time periods in which PTNA's surplus
levels were in danger of falling below the threshold required to
write business in Florida, the Insurance Commissioner alleges that
the Registrant assumed certain liabilities related to paid time
off accruals of PTNA's employees.  PTNA has now paid out all of
the accrued paid time off liability to employees, and is seeking
reimbursement from the Registrant.

A full-text copy of the agency complaints is available for free
at http://ResearchArchives.com/t/s?637b

Penn Treaty American Corp., the parent of the insurer, included
the petitions for liquidation of PTNA and unit American Network
Insurance Company in a regulatory filing October 7.

A copy of the petition for liquidation for PTNA is available at:

             http://researcharchives.com/t/s?4686

A copy of the petition for liquidation for ANIC is available at:

             http://researcharchives.com/t/s?4687

As reported by the TCR on Oct. 5, 2009, the Pennsylvania Insurance
Department on October 2 filed petitions that seek orders of
liquidation for PTNA and ANIC.  The petitions are subject to the
approval of Commonwealth Court.

"We have been on-site analyzing the organizations' assets,
liabilities, reserves and surpluses since we began our
rehabilitation action in January," Insurance Commissioner Joel
Ario said.  "Our comprehensive, independent evaluation has
determined that the companies do not have the ability to pay
future claims without significant rate increases that would have
to be requested and approved in all 50 states. In the current
circumstances, those rate increases simply would not be fair to
policyholders.

"We have instead petitioned for an orderly liquidation of all
company assets in which policyholders' claim payments are our
number one priority.  Additionally, active long-term care policies
will not be canceled, except by the policyholder, so they will be
transitioned to the states' guaranty funds once an order takes
effect.  Guaranty funds have the right to assess other insurance
companies to cover policyholder claims up to coverage limits that
vary by state."

Penn Treaty Network America, headquartered in Allentown, and its
subsidiary, American Network, provide long-term care insurance to
more than 120,000 policyholders. Together, the companies offered
long-term care insurance in all 50 states and the District of
Columbia.


POSITIVE OF LEWER: A.M. Best Affirms FSR of 'B'
-----------------------------------------------
A.M. Best Co. has revised the outlook to positive from stable and
affirmed the financial strength rating of B (Fair) and issuer
credit rating of "bb+" of Lewer Life Insurance Company (Lewer
Life) (Kansas City, MO).

The positive outlook reflects Lewer Life's more favorable
operating results reported over the last three years, its
diversification initiatives undertaken over the last year and its
sound risk-adjusted capital position.  However, A.M. Best believes
the company may be challenged to adjust to the new health care
reform regulations in the near future.

Lewer Life is primarily a reinsurer of student insurance
underwritten by other carriers and marketed and administered
chiefly by its affiliate, The Lewer Agency, Inc.  Lewer Life
maintains an established niche in this market via established
relationships with community colleges and private universities
across the country.  Lewer Life also reinsures life and dental
insurance and offers ordinary life insurance on a direct basis in
10 states.


PRIME STAR: Gruber & Company Raises Going Concern Doubt
-------------------------------------------------------
Prime Star Group, Inc., filed on May 14, 2010, its annual report
on Form 10-K for the year ended December 31, 2009.

Gruber & Company, LLC, in Lake Saint Louis, Mo., expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has a deficit in working capital, a deficit of retained earnings,
and negative stockholders equity.

The Company reported a net loss of $125,000 for 2009, compared
with a net loss of $617,826 for 2008.  The Company had no revenues
in both years.

The Company's balance sheet as of December 31, 2009, showed
$1,630,009 in assets and $8,785,125 of liabilities, for a
stockholders' deficit of $7,155,116.

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

               http://researcharchives.com/t/s?639a

In a separate filing, the company reported that it could not file
is Form 10-Q for the quarter ended March 31, 2010, on time.

Las Vegas, Nev.-based Prime Star Group, Inc. is a holding company
that focuses on four areas of business: SmartPax(TM) Packaging,
Premium Food & Beverage Products, Distribution, and Risk
Management.  The Company's operating subsidiaries produce, market,
and distribute wines, tea, adult mixed beverages, flavored water,
and gourmet seafood products.  The Company also produces co-brand
and co-pack existing high-end beverages and private label liquors
for large hospitality and entertainment brands.  Prime Star is
focused on the food and beverage, entertainment, hospitality,
healthcare and disaster relief industries.


PRIVATE MEDIA: Posts EUR1.2 Million Net Loss in Q1 2010
--------------------------------------------------------
Private Media Group filed its quarterly report on Form 10-Q,
reporting a net loss of EUR1.2 million on EUR6.4 million of
revenue for the three months ended March 31, 2010, compared with a
net loss of EUR835,000 on EUR5.8 million of revenue for the same
period of 2008.

The Company's balance sheet at March 31, 2010, showed
EUR 47.1 million in assets, EUR 19.6 million in liabilities, and
$27.5 million in shareholders' equity.

As reported in the Troubled Company Reporter on May 31, 2010,
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 quarterly report is available for free at:

                  http://researcharchives.com/t/s?6379

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.


RAFAELLA APPAREL: Posts $975,000 Net Income for March 31 Quarter
----------------------------------------------------------------
Rafaella Apparel Group Inc. filed its quarterly report on Form 10-
Q, showing net income of $975,000 on $33.3 million of net sales
for the three months ended March 31, 2010, compared with a net
loss of $276,000 on $34.5 million of net sale for the same period
a year ago.

The Company's balance sheet at March 31, 2010, showed
$82.3 million in total assets and $87.5 million in total
liabilities, for a total stockholders' deficit of $64.3 million.

The Company was unable to timely file its Form 10-Q.

                   About Rafaella Apparel Group

Rafaella Apparel Group, Inc., based in New York, NY, is a
designer, sourcer, and marketer of a full line of women's career
and casual sportswear separates under the Rafaella brand.  Net
sales for the twelve months ended December 31, 2009, were
$113 million.

                           *     *     *

According to the Troubled Company Reporter on April 6, 2010,
Standard & Poor's Ratings Services said that it affirmed its 'CC'
corporate credit rating on New York-based Rafaella Apparel Group,
Inc.  The outlook is negative.


RANGERS EQUITY: Involuntary Chapter 11 Case Summary
---------------------------------------------------
Alleged Debtor: Rangers Equity Holdings GP, LLC
                100 Ballpark Way, Suite 400
                Arlington, TX 76011

Bankruptcy Case No.: 10-43625

Debtor-affiliate subject to involuntary Chapter 11 petition:

    Entity                        Case No.
    ------                        --------
Rangers Equity Holdings, L.P.     10-43624

Involuntary Chapter 11 Petition Date: May 28, 2010

Court: United States Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: D. Michael Lynn

Petitioners' Counsel: Andrew Leblanc, Esq.
                      Milbank, Tweed, Hadley & McCloy LLP
                      One Chase Manhattan Plaza
                      New York, NY 10005
                      Tel: (202) 835-7500
                      E-mail: aleblanc@milbank.com

Creditors who signed the Chapter 11 petitions:

  Petitioners                 Nature of Claim      Claim Amount
  -----------                 ---------------      ------------
Kingsland I, Ltd.             Secured Guaranty     $3,000,000
c/o Kingsland Capital Management
1325 Avenue of the Americas
27th Floor
New York, NY 10019

Kingsland II, Ltd.            Secured Guaranty     $4,000,000
c/o Kingsland Capital Management
1325 Avenue of the Americas
27th Floor
New York, NY 10019

Kingsland III, Ltd.           Secured Guaranty     $5,200,000
c/o Kingsland Capital Management
1325 Avenue of the Americas
27th Floor
New York, NY 10019

Monarch Master Funding Ltd.   Secured Guaranty     $119,819,887
535 Madison Avenue
New York, NY 10021

Avery Point CLO, Limited      Secured Guaranty     $1,256,014
c/o Sankaty Advisors, LLC
111 Huntington Avenue
Boston, MA 02199

Chatham Light II CLO, Ltd.    Secured Guaranty     $3,893,314
$3,893,314
c/o Sankaty Advisors, LLC
111 Huntington Avenue
Boston, MA 02199

Race Point IV CLO, Ltd.       Secured Guaranty     $2,006,340
c/o Sankaty Advisors, LLC
111 Huntington Avenue
Boston, MA 02199

Nash Point CLO                Secured Guaranty     $9,111,402
c/o Sankaty Advisors, LLC
111 Huntington Avenue
Boston, MA 02199

Stonehill Offshore
  Partners Limited            Secured Guaranty     $3,300,000
c/o Stonehill Capital
  Management LLC
885 Third Avenue
30th Floor
New York, NY 10022

A full text copy of the Chapter 11 petition against Rangers Equity
Holdings GP is available for free at
http://bankrupt.com/misc/txnb10-43625.pdf


RC SOONER: Files Schedules of Assets and Liabilities
----------------------------------------------------
RC Sooner Holdings, LLC, and certain of its debtor-affiliates
filed with the U.S. Bankruptcy Court for the District of Delaware
their schedules of assets and liabilities, disclosing:

RC Sooner Holdings, LLC
   total assets: Unknown
   total liabilities: $514,219

Southern Hills Villa Apartments, LLC
   total assets: Unknown
   total liabilities: $3,313,788

Savannah South Apartments, LLC
   total assets: Unknown
   total liabilities: $2,171,460

Wilmington, Delaware-based RC Sooner Holdings, LLC, filed for
Chapter 11 bankruptcy protection on February 22, 2010 (Bankr. D.
Delaware Case No. 10-10528).  Christopher S. Chow, Esq., at
Ballard Spahr Andrews & Ingersoll, LLP, assists the Company in its
restructuring effort.  The Company estimated its assets and debts
at $10,000,001 to $50,000,000.


RC SOONER: Gets Final OK to Incur DIP Loan from AllStar Capital
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware, in a final
order, authorized RC Sooner Holdings, LLC, et al., to obtain post
petition loans, advances, and other credit accommodations from
AllStar Capital, Inc.

The Debtors would use the loan to fund the continued operations of
the Debtor's business.

The Debtors were unable to obtain unsecured financing other than
the terms offered by the lender.

As adequate protection for any diminution in value of the lender's
collateral, the Debtors will grant the lender replacement liens
upon all present  and future property of the Debtor's estates, and
superpriority administrative expense claim status.

The Debtors are also authorized to use the cash collateral of
Federal National Mortgage Association, aka Fannie Mae.

As reported in the Troubled Company Reporter on March 10, 2010, in
exchange for using the cash collateral, the Debtors will grant
Fannie Mae additional and replacement security interests and
liens.

                    About RC Sooner Holdings

Wilmington, Delaware-based RC Sooner Holdings, LLC, filed for
Chapter 11 bankruptcy protection on February 22, 2010 (Bankr. D.
Delaware Case No. 10-10528).  Christopher S. Chow, Esq., at
Ballard Spahr Andrews & Ingersoll, LLP, assists the Company in its
restructuring effort.  The Company estimated its assets and debts
at $10,000,001 to $50,000,000.


RCC NORTH: Amends List of Largest Unsecured Creditors
-----------------------------------------------------
RCC North LLC has filed with the U.S. Bankruptcy Court for the
District of Arizona amended list of its largest unsecured
creditors.

A full-text copy of the amended list is available for free at
http://bankrupt.com/misc/azb10-11078_amended.pdf

Scottsdale, Arizona-based RCC North LLC filed for Chapter 11
bankruptcy protection on April 15, 2010 (Bankr. D. Ariz. Case No.
10-11078).  Philip R. Rudd, Esq., at Polsinelli Shughart PC,
assists the Company in its restructuring effort.  The Company
estimated its assets and debts at $50,000,001 to $100,000,000.


RCC NORTH: Wants Access to Rents and Other Income of Properties
---------------------------------------------------------------
RCC North, LLC, asks the U.S. Bankruptcy Court for the District of
Arizona to use rents and other income generated by its property to
pay for its ordinary and necessary operating and reorganization.

The Debtor owns Phase I and Phase II of the Raintree Corporate
Center located north of the northeast corner of Loop 101 and
Raintree Drive, at 15333 North Pima Road and 15111 North Pima
Road, respectively, in Scottsdale, Arizona.  The property is
managed by Cavan Property Management.

U.S. Bank, N.A., as trustee for the Registered Holders of Merill
Lynch Mortgage Trust 2006-C1, Commercial Mortgage Pass-Through
Certificates, Series 2006-C1, asserted a claim against the Debtor,
allegedly secured by the property, in the amount of $57.5 million.

The Debtor proposes to use the income to pay the expenses, with a
10% variance of the total budget.

The Debtor relates that the use of a portion of the rental income
to pay the reasonable and necessary operating expenses of the
property satisfies the adequate protection requirement.

The Debtor are represented by:

     John J. Hebert, Esq.
     E-Mail: jhebert@polsinelli.com
     Mark W. Roth, Esq.
     E-Mail: mroth@polsinelli.com
     Philip R. Rudd, Esq.
     E-Mail: prudd@polsinelli.com
     Polsinelli Shughart PC
     3636 North Central Avenue, Suite 1200
     Phoenix, AZ 85012
     Tel: (602) 650-2000
     Fax: (602) 264-7033

About RCC North LLC

Scottsdale, Arizona-based RCC North LLC, filed for Chapter 11
bankruptcy protection on April 15, 2010 (Bankr. D. Ariz. Case No.
10-11078).  Philip R. Rudd, Esq., at Polsinelli Shughart PC,
assists the Company in its restructuring effort.  The Company
estimated its assets and debts at $50,000,001 to $100,000,000.


REMEDIAL CYPRUS: May Sell Support Vessels to Bondholders
--------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Remedial (Cyprus)
Public Co. Ltd. received authority to sell its two elevated
support vessels for the offshore oil and gas industry.  There were
no bids submitted topping the offer from secured bondholders, owed
$230 million, to purchase the vessels in exchange for $120 million
in debt plus whatever is outstanding on the $5 million post-
bankruptcy loan. The bondholders are also paying costs to cure
contract defaults.  After deducting money in an escrow fund for
their benefit, bondholders are owed a net of $177 million,
according to a court filing.

                       About Remedial (Cyprus)

Based in Limassol, Cyprus, Remedial (Cyprus) Public Company owns
and operates self-propelled jack up rigs called Elevating Support
Vessels. The vessels facilitate offshore well intervention
activities and work-over services.

Remedial (Cyprus) Public Company Ltd. -- dba Brufani
Shipmanagement Limited and Remedial Cyprus Limited -- filed for
Chapter 11 bankruptcy protection on February 17, 2010 (Bankr.
S.D.N.Y. Case No. 10-10782).  Kenneth A. Rosen, Esq., at
Lowenstein Sandler, P.C., assists the Company in its restructuring
effort.  The Company estimated its assets and debts at
US$100,000,001 to US$500,000,000.


ROCK & REPUBLIC: Richard Koral to Remain as Exclusive Distributor
-----------------------------------------------------------------
California Apparel News says a federal judge ruled that Richard
Koral will remain the exclusive distributor for Rock & Republic's
off-priced goods with an amended agreement until Dec. 31, 2010.

Under the agreement, Mr. Koral can not only distribute off-price
and irregular goods to stores such as Nordstrom Rack, Saks Off
Fifth and Loehmann's but to Web sites such as www.gilt.com,
www.ruelala.com, www.hautelook.com and www.bluefly.com
f, for any reason, the Company decides to terminate the agreement,
Mr. Koral will receive $200,000 a month until the end of the year.

                      About Rock & Republic

New York-based Rock & Republic Enterprises, Inc., is a wholesale
and retail apparel company specializing in an avant-garde and
distinctive line of clothing.  Originally started in 2002 by its
Chief Executive Officer, Michael Ball, primarily as an American
jeans company, the Debtors have expanded their lines to include
high fashion clothing for men, women and children as well as
shoes, cosmetics and accessories.  The Company's merchandise can
be found at most high end retail stores such as Nordstrom, Neiman
Marcus, Bergdorf Goodman, Bloomingdales, Lord & Taylor, Harvey
Nichols and Saks Fifth Avenue, as well as in small upscale
boutiques.

The Company filed for Chapter 11 bankruptcy protection on April 1,
2010 (Bankr. S.D.N.Y. Case No. 10-11728).  Alex Spizz, Esq., and
Arthur Goldstein, Esq., at Todtman, Nachamie, Spizz & Johns, P.C.,
assist the Company in its restructuring effort.  Manderson,
Schaefer & McKinlay, LLP, is the Company's special corporate
counsel.  The Company listed $50,000,000 to $100,000,000 in assets
and $10,000,000 to $50,000,000 in liabilities.

The Company's affiliate, Triple R, Inc., filed a separate Chapter
11 petition on April 1, 2010 (Case No. 10-11729).


RPM INT'L: 2 Units File for Ch. 11 to Resolve Asbestos Claims
-------------------------------------------------------------
RPM International Inc. that action is being taken to permanently
resolve current and future asbestos claims associated with Bondex
International, Inc.  In order to initiate this process, two non-
operating subsidiaries, Bondex and Specialty Products Holding
Corp., have filed Chapter 11 reorganization proceedings in
Delaware.  RPM and all of its operating subsidiaries are not part
of the Chapter 11 filing and will not be affected by it.

SPHC is the holding company for Bondex. It also serves as the
holding company for various operating companies that are not part
of the reorganization filing.  The SPHC operating companies
include Chemical Specialties Manufacturing Corp.; Day-Glo Color
Corp.; Dryvit Systems, Inc.; Guardian Protective Products, Inc.;
Kop-Coat, Inc.; RPM Wood Finishes Group, Inc.; and TCI, Inc.  All
of these SPHC non-filing operating companies will continue to
operate as usual and without interruption.

With fiscal 2009 revenues of $329 million and $19 million of pre-
tax income, SPHC and its subsidiaries represented less than 10% of
RPM's consolidated revenues and less than 11% of its consolidated
pre-tax income for fiscal 2009.

The filings will stay all litigation related to the asbestos
personal injury lawsuits against Bondex and SPHC.  As a result,
RPM anticipates that its annual consolidated cash flow will
improve by approximately $50 million.

The Chapter 11 proceedings will enable SPHC and Bondex to
establish a section 524(g) trust accompanied by a court order that
will direct all future Bondex-related claims to the trust, which
will then compensate only meritorious claims at appropriate
values.  Because the Bondex asbestos liability is confined to two
subsidiaries, asbestos recoveries will be limited to some portion
of the value of the affected entities.

SPHC has secured a commitment for $40 million in new "debtor-in-
possession" financing from a lender group led by Wells Fargo
Capital Finance LLC. This financing will provide SPHC with the
financial resources to fund the costs of the Chapter 11
proceeding.

As a result of the filing, the financial results of SPHC and its
subsidiaries will not be consolidated with those of RPM and its
other subsidiaries.  During the period of reorganization,
beginning on May 31, 2010, SPHC and its subsidiaries will be
presented in RPM's financial statements as an investment using the
cost method.  Since the asbestos liabilities reside with Bondex,
its asbestos liability reserves will no longer be reflected on
RPM's consolidated financial statements as of May 31, 2010.

"This action has been taken to once and for all resolve the
asbestos-related Bondex legacy liability," stated Frank C.
Sullivan, RPM's chairman and chief executive officer.  "These
filings bring an immediate halt to all tort system costs
associated with the Bondex asbestos liabilities, and enable the
filing entities to utilize section 524(g) and other provisions of
the U.S. Bankruptcy Code to achieve a permanent and comprehensive
resolution of asbestos-related liability.  Initiation of this
action will allow RPM to grow from a June 1, 2010 pro forma
revenue base of approximately $3.1 billion no longer impacted by
Bondex asbestos liability claims or related cash costs," Mr.
Sullivan added.

                 Webcast and Conference Call Information

Management will host a conference call to further discuss this
announcement beginning at 9:00 a.m. EDT on Tuesday, June 1, 2010.
The call can be accessed by dialing 866-730-5762 or 857-350-1586
for international callers.  It will also be webcast live, complete
with slides, via the RPM website at www.rpminc.com.

Participants should access the conference approximately 10 minutes
before the start time in order to complete the registration
process.  The conference, which will last approximately one hour,
will be open to the public, but only financial analysts will be
permitted to ask questions and must do so via phone.  The media
and all other participants will be in a listen-only mode.

For those unable to listen to the live call, a replay will be
available from approximately noon EDT on June 1, 2010 until 11:59
p.m. EDT on June 8, 2010.  The replay can be accessed by dialing
888-286-8010 or 617-801-6888 for international callers. The access
code is 11767279.  The call will also be available for replay and
as a written transcript at www.rpminc.com.

                           About RPM

RPM International Inc., a holding company, owns subsidiaries that
are world leaders in specialty coatings, sealants, building
materials and related services serving both industrial and
consumer markets.  RPM's industrial products include roofing
systems, sealants, corrosion control coatings, flooring coatings
and specialty chemicals.  Industrial brands include Stonhard,
Tremco, illbruck, Carboline, Flowcrete, Universal Sealants and
Euco.  RPM's consumer products are used by professionals and do-
it-yourselfers for home maintenance and improvement, boat repair
and maintenance, and by hobbyists.


SAINT VINCENTS: Committee Proposes Houlihan as Fin'l Advisor
------------------------------------------------------------
The Official Committee of Unsecured Creditors in St. Vincents
Catholic Medical Centers' cases seeks the Court's authority to
retain Houlihan Lokey Howard & Zukin Capital, Inc., as its
financial advisor and investment banker, nunc pro tunc to
April 23, 2010.

The Committee has selected Houlihan based on its extensive
experience and expertise in corporate restructurings, its
knowledge of the capital and real estate markets, valuation,
corporate finance and merger and acquisition capabilities, as well
as its specific experience with and knowledge of the Debtors and
the Debtors' capital structure as a result of Houlihan's work
during the Debtors' previous Chapter 11 proceeding.

As financial advisor and investment banker, Houlihan will:

  (a) assess the financial issues, processes undertaken and
      continuing, and options concerning (i) the sale of the
      Debtors' assets and businesses, either in whole or in
      part, (ii) the plan of closure for certain of the Debtors'
      businesses, and (iii) the Debtors' plan of reorganization
      or liquidation;

  (b) evaluate the assets and liabilities of the Debtors;

  (c) analyze business plans and forecasts of the Debtors'
      businesses;

  (d) analyze and review the financial and operating statements
      of the Debtors;

  (e) assist in the review of financial and business issues as
      the Committee may require in connection with the
      bankruptcy cases;

  (f) provide specific valuation or financial analyses as the
      Committee may require;

  (g) analyze strategic alternatives relating to the Debtors'
      businesses and assets;

  (h) assist in the review of claims and with the
      reconciliation, estimation, settlement, and litigation
      with respect thereto;

  (i) assist the Committee in identifying potential alternative
      sources of liquidity in connection with any debtor-in-
      possession financing, any Chapter 11 plan;

  (j) advise and represent the Committee in negotiations with
      the Debtors, other creditors and third parties;

  (k) provide testimony in court on behalf of the Committee with
      respect to any of the foregoing, if necessary; and

  (l) provide other financial advisory and investment banking
      services as will be reasonably agreed upon by the
      Committee and Houlihan.

Subject to the Court's approval, Houlihan will be entitled to be
paid in accordance with this structure for its services pursuant
to the Engagement Letter:

Monthly Fees: Houlihan will be paid a non-refundable monthly cash
              fee of $150,000 for each of the first three months
              of the term of the engagement and thereafter
              through the remainder of the term of the
              engagement, a nonrefundable monthly cash fee of
              $125,000.  The first payment will be made within
              three business days of the entry of an order
              approving this Application by the Bankruptcy Court
              and will be in respect of the period as from the
              Engagement Effective Date through the monthly
              period in which payment is made.  Thereafter, the
              Monthly Fee will be earned and payable on every
              monthly anniversary of the Engagement Effective
              Date during the term of this Application in
              consideration of Houlihan accepting this
              engagement and performing services as described
              herein.  With the exception of any Monthly Fees for
              the first six months of this Agreement, 50% of any
              Monthly Fees paid by the Debtors will be credited
              against the Deferred Fee to which Houlihan becomes
              entitled, provided, however, in no event, will that
              Deferred Fee be reduced below zero; and

Deferred Fee: The Debtors will pay Houlihan Lokey a fee in cash,
              equal to the greater of (a) $750,000 and (b) 5% of
              the Total Consideration, if any, received by
              unsecured creditors on account of non-
              administrative, non-priority, unsecured claims.
              The Deferred Fee will be earned and payable on the
              earlier to occur of (x) the date of receipt of
              initial distributions by the unsecured creditors,
              and (y) the effective date of a plan of
              reorganization or a plan of liquidation in the
              Debtors' cases.

The Debtors will also reimburse Houlihan for its expenses.

As a material part of the consideration for the agreement of
Houlihan to furnish services to the Committee pursuant to the
terms of the Engagement Letter, Houlihan has requested that
certain indemnification provisions set forth in the Engagement
Letter be approved.  The Committee asserts that the proposed
indemnification provisions are standard in Houlihan's industry and
those provisions are fair and reasonable considering Houlihan's
qualifications and the expected scope of the services Houlihan
will provide during this engagement.

Andrew Turnbull, managing director of Houlihan Lokey Howard &
Zukin Capital, Inc., assures the Court that his firm is a
"disinterested person," as that term is defined in Section 101(14)
of the Bankruptcy Code.

         About Saint Vincents Catholic Medical Centers

St. Vincents Catholic Medical Centers returned to bankruptcy court
by filing another Chapter 11 petition April 14, 2010, in New York
(Bankr. S.D.N.Y. Case No. 10-11963).  The new petition listed
assets of $348 million against debt totaling $1.09 billion.

Adam C. Rogoff, Esq., and Kenneth H. Eckstein, Esq., at Kramer
Levin Naftalis & Frankel LLP, represent the Debtor in its Chapter
11 effort.

Although the hospitals emerged from the prior reorganization in
July 2007 with a Chapter 11 plan said to have a "a realistic
chance" of paying all creditors in full, the bankruptcy left the
medical center with more than $1 billion in debt.  The new filing
occurred after a $64 million operating loss in 2009 and the last
potential buyer terminated discussions for taking over the
flagship hospital.

Saint Vincents Catholic Medical Centers -- http://www.svcmc.org/-
- is anchored by St. Vincent's Hospital Manhattan, an academic
medical center located in Greenwich Village and the only emergency
room on the Westside of Manhattan from Midtown to Tribeca, St.
Vincent's Westchester, a behavioral health hospital in Westchester
County, and continuing care services that include two skilled
nursing facilities in Brooklyn, another on Staten Island, a
hospice, and a home health agency serving the Metropolitan New
York area.

Saint Vincent Catholic Medical Centers of New York and six of its
affiliates first filed for Chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).


SAINT VINCENTS: Creditors Committee Proposes Akin Gump as Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in St. Vincents
Catholic Medical Centers' cases seeks the Court's authority to
retain Akin Gump Strauss Hauer & Feld LLP as its counsel nunc pro
tunc to April 21, 2010.

As counsel, Akin Gump will:

  (a) advise the Committee with respect to its rights, duties
      and powers in the Debtors' Chapter 11 cases;

  (b) assist and advise the Committee in its consultations with
      the Debtors relative to the administration of their
      Chapter 11 cases;

  (c) assist the Committee in analyzing the claims of the
      Debtors' creditors and the Debtors' capital structure and
      in negotiating with holders of claims and equity
      interests;

  (d) assist the Committee in its investigation of the acts,
      conduct, assets, liabilities and financial condition of
      the Debtors and of the operation of the Debtors'
      businesses;

  (e) assist the Committee in its analysis of, and negotiations
      with, the Debtors or any third party concerning matters
      related to, among other things, the assumption or
      rejection of certain leases of non-residential real
      property and executory contracts, asset dispositions,
      financing of other transactions and the terms of one or
      more plans of reorganization for the Debtors and
      accompanying disclosure statements and related plan
      documents;

  (f) assist and advise the Committee as to its communications
      to the general creditor body regarding significant matters
      in the Chapter 11 cases;

  (g) represent the Committee at all hearings and other
      proceedings before the Court;

  (h) review and analyze applications, orders, statements of
      operations and schedules filed with the Court and advise
      the Committee as to their propriety, and to the extent
      deemed appropriate by the Committee support, join or
      object thereto;

  (i) advise and assist the Committee with respect to any
      legislative, regulatory or governmental activities;

  (j) assist the Committee in preparing pleadings and
      applications as may be necessary in furtherance of the
      Committee's interests and objectives;

  (k) assist the Committee in its review and analysis of all of
      the Debtors' various agreements;

  (l) prepare, on behalf of the Committee, any pleadings,
      including without limitation, motions, memoranda,
      complaints, adversary complaints, objections or comments
      in connection with any matter related to the Debtors or
      their Chapter 11 cases;

  (m) investigate and analyze any claims against the Debtors'
      non-debtor affiliates; and

  (n) perform other legal services as may be required or are
      otherwise deemed to be in the interests of the Committee
      in accordance with the Committee's powers and duties as
      set forth in the Bankruptcy Code, Bankruptcy Rules or
      other applicable law.

The Committee has selected Akin Gump because of the firm's
extensive knowledge and expertise in the areas of law relevant to
the Debtors' Chapter 11 cases.

The Debtors will pay Akin Gump in accordance with the firm's
current hourly rates:

  Billing Category                Range
  ----------------            -----------
  Partners                    $525-$1,150
  Senior Counsel and Counsel  $475-$835
  Associates                  $325-$600
  Paraprofessionals           $125-$290

The current hourly rates of the Akin Gump attorneys currently
expected to have primary responsibility for providing services to
the Committee are:

    Professional                Designation        Rate/Hour
    ------------                -----------        ---------
    David H. Botter, Esq.       Partner              $875
    Sarah Link Schultz, Esq.    Partner              $640
    Kenneth A. Davis, Esq.      Senior Counsel       $675
    Ashleigh L. Blaylock, Esq.  Associate            $430
    Russell L. Wininger, Esq.   Associate            $350
    Kristen Howard, Esq.        Associate            $325

The Debtors will also pay Akin Gump for its out-of-pocket
expenses.

David H. Botter, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York, assures the Court that his firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

In a supplemental declaration, Mr. Botter relates that the total
fees it received from Medtronics, Inc., and certain related
parties represented approximately 1.13% of Akin Gump's 2007
revenue; $0.20% of Akin Gump's 2008 revenue; and 0.24% of Akin
Gump's 2009 revenue.  Mr. Botter says that to the extent any
causes of action are commenced by or against Medtronics or its
related parties and a waiver letter is not obtained permitting
Akin Gump to participate in that action, the Committee will retain
conflicts counsel to represent the interests of the Debtors'
unsecured creditors.

Mr. Botter further discloses that Akin Gump serves as counsel to
informal and official committees of creditors in many
restructuring or chapter 11 cases.  Of the current Committee
members, the Pension Benefit Guaranty Corporation has in the past
served or currently serves as a member of official creditors'
committees that are represented by Akin Gump.

           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: Files Omnibus Objection to Lift Stay Motions
------------------------------------------------------------
St. Vincents Catholic Medical Centers and its units argue that
while blanket relief from the automatic stay is inappropriate,
more targeted relief may allow certain claims to proceed, provided
appropriate conditions are met.  The Debtors add that the medical
malpractice claims fall into several broad categories, some of
which would be extremely burdensome for the estate to litigate and
others of which likely would not impose those burdens.

Accordingly, the Debtors propose that certain claims be allowed to
proceed, subject to certain material conditions.  Other claims,
where the estates would directly bear the cost of litigation
should remain stayed, the Debtors assert.

In addition, the Debtors propose to work with the Official
Committee of Unsecured Creditors and other estate constituencies
to develop a protocol to simplify the administration of lift
stay matters in these cases and attempt to identify cost effective
means of liquidating stayed medical malpractice claims through
more cost effective means than full trial.

The Debtors ask the Court to adopt this approach to stay relief in
respect of each category of claims:

  * Uninsured First Case and Second Case Med Mal Claims.  The
    automatic stay should not be modified.

  * Insured First Case Med Mal Claims.  The automatic stay
    should be modified to permit these claims to proceed,
    subject to this condition: insurance continues to be
    available to cover all of the Debtors' costs of defense in
    full.

  * Insured Second Case Med Mal Claims.  The automatic stay
    should be modified to permit these claims to proceed,
    subject to these conditions: (i) insurance continues to be
    available to cover all of the Debtors' costs of defense in
    full; (ii) the movant waives any claim against the estates
    and agrees to proceed solely against insurance; and (iii)
    with respect to claims in respect of policy years after the
    filing of the First Bankruptcy Case, the stay will be
    modified only to permit the claim to be liquidated, but not
    to permit the entry of judgment.

  * Fully Liquidated Med Mal Claims: The automatic stay should
    be modified to permit these claims to proceed on these
    conditions: (i) insurance continues to be available to cover
    all of the Debtors' costs of defense in full; and (ii) the
    movant waives any claim against the estates and agrees to
    proceed solely against insurance.

The Debtors relate that in order to reduce the burden and expense
on their estates, they, working together with the Committee, will
devise and present to the Court a proposed protocol for addressing
future requests for relief from the automatic stay.  Generally,
the Debtors note, the protocol will be geared toward reducing the
number of motions for stay relief to be filed with the Court and
encouraging consensual resolution of those requests where
possible.

A summary of the Stay Relief Motions is available for free
at http://bankrupt.com/misc/Vincents_StayMotionsSummary.pdf

         About Saint Vincents Catholic Medical Centers

St. Vincents Catholic Medical Centers returned to bankruptcy court
by filing another Chapter 11 petition April 14, 2010, in New York
(Bankr. S.D.N.Y. Case No. 10-11963).  The new petition listed
assets of $348 million against debt totaling $1.09 billion.

Adam C. Rogoff, Esq., and Kenneth H. Eckstein, Esq., at Kramer
Levin Naftalis & Frankel LLP, represent the Debtor in its Chapter
11 effort.

Although the hospitals emerged from the prior reorganization in
July 2007 with a Chapter 11 plan said to have a "a realistic
chance" of paying all creditors in full, the bankruptcy left the
medical center with more than $1 billion in debt.  The new filing
occurred after a $64 million operating loss in 2009 and the last
potential buyer terminated discussions for taking over the
flagship hospital.

Saint Vincents Catholic Medical Centers -- http://www.svcmc.org/-
- is anchored by St. Vincent's Hospital Manhattan, an academic
medical center located in Greenwich Village and the only emergency
room on the Westside of Manhattan from Midtown to Tribeca, St.
Vincent's Westchester, a behavioral health hospital in Westchester
County, and continuing care services that include two skilled
nursing facilities in Brooklyn, another on Staten Island, a
hospice, and a home health agency serving the Metropolitan New
York area.

Saint Vincent Catholic Medical Centers of New York and six of its
affiliates first filed for Chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).


SAINT VINCENTS: MedMal Trust Monitor's Statement on Insurance
-------------------------------------------------------------
Michael E. Katzenstein, in his capacity as monitor of the MedMal
Trusts, filed with the Court a statement concerning the MedMal
Trusts and the Third-Party Insurance made available to holders of
Allowed MedMal Claims under the Chapter 11 Plan filed by St.
Vincents Catholic Medical Centers in their previous Chapter 11
filing.

Mr. Katzenstein relates that although the Chapter 11 Plan and the
MedMal Trust Agreements provide for the modification of certain
mechanics of the MedMal Trusts in the event of a subsequent
bankruptcy filing, neither modifies the state court jury trial
liquidation procedures governing the liquidation and allowance of
MedMal Claims or the first come, first served procedures governing
the payment of Allowed MedMal Claims, nor do they limit the
Debtors' discharge from all MedMal Claims or the permanent
injunction imposed on holders of MedMal Claims from recovering
against assets of the Debtors.

According to Mr. Katzenstein, if the Debtors maintain a legitimate
interest in the disposition of Third-Party Insurance, then they
must disclose that interest without delay to avoid any further
prejudice to the holders of MedMal Claims.  Otherwise, Mr.
Katzenstein asserts, there is ample cause exists for the Court to
modify the automatic stay to:

   (i) permit the allowance and payment of all presently
       liquidated MedMal Claims, in accordance with the first
       come, first served procedures set forth in the Chapter 11
       Plan and the MedMal Trust Agreements, until the exhaustion
       of available Third-Party Insurance proceeds or applicable
       MedMal Trust Assets;

  (ii) permit the liquidation, allowance and payment of MedMal-MW
       Claims and MedMal-SI Claims, in accordance with the first
       come, first served procedures until the exhaustion of
       available Third-Party Insurance proceeds or applicable
       MedMal Trust Assets; and

(iii) enforce the automatic stay against the liquidation of
       MedMal-BQ Claims pending further consideration by the
       parties and the Court.

                      Third-Party Insurance

Before the Petition Date, the Debtors had purchased insurance
programs for two distinct sets of medical malpractice claim risk:
hospital professional liability and commercial general liability.
Both the HPL and CGL Policies limit coverage to claims asserted
against the Manhattan/Westchester and Staten Island regions -
claims asserted against the Brooklyn/Queens region are not covered
by Third-Party Insurance.   Mr. Katzenstein avers that the Debtors
should now in a position to disclose the extent of any medical
malpractice liability claims entitled to recover from the CGL
policies.

           Chapter 11 Plan and Creation of MedMal Trusts

At the time the Chapter 11 Plan was filed, Caronia Corporation,
the consultant employed by the Debtors' estate to estimate their
medical malpractice liability, estimated the total potential
MedMal Claim liability of the Debtors as between approximately
$77 million and $116 million.  Prior to confirmation, over two
hundred parties filed motions seeking relief from or modification
of the automatic stay to proceed with the prosecution of MedMal
Claims in state court.  With limited exceptions, the Debtors
objected to each of these motions in favor of a more systematic
approach to these claims.  The Debtors, in consultation with the
Official Committee of Tort Claimants, ultimately agreed on a
systematic approach whereby holders of MedMal Claims who filed
both requests for stay relief and timely filed proofs of claim
could liquidate their claims in state court, but not collect on
those claims once liquidated from any source absent further order
of the Court.

The MedMal Trust Monitor relates that all presently liquidated
MedMal Claims should be allowed and paid to the extent of
available funds, and the Debtors should be directed to comply with
their Chapter 11 Plan obligation to take those ministerial
administrative actions as are necessary to effectuate that
allowance -- whether it be signing a previously negotiated
settlement agreement or seeking state court or surrogate court
approval of an executed settlement.

The MedMal Trust Monitor maintains that unliquidated MedMal Claims
for which there is available Third-Party Insurance to pay defense
costs should be liquidated and, to the extent available Third-
Party Insurance proceeds and MedMal Trust Assets exist to pay
those settlements or judgments, should be allowed and paid.

         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: Ombudsman Has Report on Possible Compromise
-----------------------------------------------------------
Daniel T. McMurray, the Patient Care Ombudsman in the Saint
Vincents' cases, reports to the Court that, despite the Debtors'
intensive efforts, numerous physicians failed to complete
patients' medical records in accordance with proper practice.  Mr.
McMurray notes that in many instances, records and reports of
treatment, including surgical reports, are unsigned.  In other
instances, he notes, certain records and reports have not been
provided.

"Complete patient records are essential to the ability of a
patient to obtain appropriate care in the future," Mr. McMurray
maintains.  "Such records inform future providers of medical care
about the patient's medical history, including the condition for
which he was treated, the nature of the treatment which was
provided and the success of that treatment," he adds.

Mr. McMurray says signatures on hitherto unsigned records and
reports are integral part of a complete medical record.  Actual
physician signature insures that the records and reports, many of
which had been dictated, have been read by the physician and
checked for accuracy.  Without signatures, the danger of
transcription errors is qualitatively greater than it would be if
the physician had read and signed the report after transcription,
Mr. McMurray relates.

According to Mr. McMurray, he has been in frequent communication
with the Debtors about the situation, and the Debtors have
undertaken measures to address the situation.  Mr. McMurray says
that the Debtors will be sending, or have sent, a memorandum to
physicians whose patients' records are incomplete.  He adds that
the memorandum sets a deadline of June 4, 2010 for compliance.

           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).


SEMINOLE CASUALTY: A.M. Best Downgrades FSR to 'C+'
---------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating to C+
(Marginal) from B- (Fair) and issuer credit rating to "b-" from
"bb-" of Seminole Casualty Insurance Company (Seminole) (Tamarac,
FL).  The outlook for both ratings is negative.

The downgrading of Seminole's ratings reflects the decline in its
level of risk-adjusted capitalization primarily attributable to a
2009 underwriting loss, partly tempered by unrealized investment
gains, which caused a reduction in surplus.  Capitalization was
further impacted by the company's ongoing, unfavorable loss
reserve development and premium growth.

The negative outlook recognizes the potential for further declines
in Seminole's capitalization based on its recent history of
unfavorable operating performance and the uncertainty regarding
the stability of its current capital structure.

Seminole principally writes minimum limit, private passenger non-
standard automobile liability and physical damage coverages in
Florida.


SEVEN BANCORP: Posts $528,000 Net Loss for March 31 Quarter
-----------------------------------------------------------
Seven Bancorp file its quarterly report Form 10-Q, showing a
$528,000 net loss on $12.5 million of total interest income for
the three month ended March 31, 2010, compared with a net loss of
$1.3 million on $13.6 million of total interest income for the
same period a year ago.

The Company's balance sheet at March 31, 2010, showed $970.7
million in total assets and $865.4 million in total liabilities,
for a $105.3 million total stockholders' equity.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?6391

As reported by the Troubled Company Reporter on December 28, 2009,
the Board of Directors of Severn Bancorp suspended the common
stock dividend for the fourth quarter of 2009.  This represents a
reduction of $0.03 per share from the common stock dividend
declared for the third quarter of 2009.

As reported by the TCR on November 25, 2009, Annapolis, Maryland-
based Severn Bancorp along with its Bank unit, has entered into
supervisory agreements with the Office of Thrift Supervision, the
Bank's primary federal regulator.  The agreements set forth steps
being taken in response to regulatory concerns with its operating
results and effects of the current economic environment facing the
financial services industry.

                     About Severn Savings Bank

Founded in 1946, Severn Savings Bank, FSB --
http://www.severnbank.com/-- is a full-service community bank
offering a wide array of personal and commercial banking products
as well as residential and commercial mortgage lending.  It has
assets of nearly $1 billion and four branches located in
Annapolis, Edgewater and Glen Burnie.  The bank specializes in
exceptional customer service and holds itself and its employees to
a high standard of community contribution.   Severn Bancorp, Inc.,
(Nasdaq: SVBI) is the parent company of Severn Savings Bank.


SPEEDUS CORP: Posts $1.0 Million Net Loss in Q1 2010
----------------------------------------------------
Speedus Corp. filed its quarterly report on Form 10-Q, reporting a
net loss of $1,018,157 on $137,967 of revenue for the three months
ended March 31, 2010, compared with a net loss of $1,338,474 on
$49,800 of revenue for the same period of 2009.

The Company's balance sheet as of March 31, 2010, showed
$1,346,394 in assets and $2,058,680 of liabilities, for a
stockholders' deficit of $712,286.

As reported in the Troubled Company Reporter on April 6, 2010,
Amper, Politziner, & Mattia, LLP, 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 incurred significant recurring losses and net cash outflows
from operations since inception.

"We have recorded operating losses and negative operating cash
flows since our inception and have limited revenues.  At March 31,
2010, we had an accumulated deficit of approximately 87.0 million.
We do not expect to have earnings from operations or positive
operating cash flow until such time as our strategic investments
achieve successful implementation of their business plans and/or
form alliances for the use of our capabilities in the future.

"We may not have funds sufficient to finance our operations and
enable us to meet our financial obligations for the next twelve
months.  There can be no assurances that we will be able to
consummate any capital raising transactions, particularly in view
of current economic conditions.  On January 27, 2010, the Company
engaged Morgan Joseph & Company, Inc., a full service investment
bank, to evaluate strategic alternatives available to maximize
shareholder value with respect to its Zargis subsidiary.  The
inability to generate future cash flow or raise funds to finance
our strategic investments could have a material adverse effect on
our ability to achieve our business objectives.

"These conditions raise 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?6395

Freehold, N.J.-based Speedus Corp. (Nasdaq: SPDE) --
http://www.speedus.com/-- operates primarily through its two
majority-owned subsidiaries Zargis Medical Corp. and Density
Dynamics Corp.  Zargis is a medical device company focused on
improving health outcomes and cost effectiveness through the
development of computer-aided medical devices and telemedicine
based delivery systems.  DDC is a newly formed company that was
created to acquire the technology, assets and some of the
operations of a developer and marketer of ultra-high speed storage
systems for server networks and other applications.  DDC is
continuing development of its line of environmentally friendly
DRAM based solid-state storage and I/O acceleration technology.


SPHERIS INC: Seeks First Exclusivity Extension
----------------------------------------------
Bill Rochelle at Bloomberg News reports that SP Wind Down Inc.,
formerly Spheris Inc., is asking for a September 1 extension of
its exclusive right to propose a liquidating Chapter 11 plan.  The
Court will convene a hearing on June 16 to consider approval of a
first extension.

Headquartered in Franklin, Tennessee, Spheris Inc. --
http://www.spheris.com/-- is a global provider of clinical
documentation technology and services.

Spheris Inc., along with five affiliates, filed for Chapter 11 on
Feb. 3, 2010 (Bankr. D. Del. Case No. 10-10352).  Attorneys at
Young Conaway Stargatt & Taylor, LLP, and Willkie Farr & Gallagher
LLP represent the Debtors in their Chapter 11 effort.  Jefferies &
Company serve as financial advisors to the Debtors.  Attorneys at
Schulte Roth & Zabel LLP and Landis Rath & Cobb LLP serve as
counsel to the prepetition and DIP lenders.  Garden City Group
Inc. is claims and notice agent.  The petition says that assets
range from $50,000,001 to $100,000,000 while debts range from
$100,000,001 to $500,000,000.

The estate of Spheris Inc. is now formally named SP Wind Down Inc.
after it sold the business in April.  CBay Inc.'s MedQuist Inc.
purchased the domestic business of Spheris for $98.8 million.


STATION CASINOS: Disclosure Statement Hearing on June 10
--------------------------------------------------------
Station Casinos, Inc., and its debtor-affiliates ask Judge Gregg
W. Zive of the U.S. Bankruptcy Court for the District of
Nevada to approve the Disclosure Statement accompanying their
Chapter 11 Plan of Reorganization as containing "adequate
information" within the meaning of the Section 1125 of the
Bankruptcy Code.

The Disclosure Statement, delivered by the Debtors on March 24,
2010, provides information that is "reasonably practicable" to
permit an "informed judgment" by creditors and interest holders
entitled to vote on the Plan, Paul S. Aronzon, Esq., at Milbank,
Tweed, Hadley & McCoy LLP, in Los Angeles, California, asserts.

The Court will hold a hearing on June 10, 2010, to consider
approval of the Disclosure Statement.  Deadline for filing
objections is May 27.

                    Solicitation Procedures

The Debtors seek permission from Judge Zive to implement uniform
solicitation and balloting procedures in relation to the
Disclosure Statement and Chapter 11 Plan they filed.  In this
regard, the Debtors have retained Kurtzman Carson Consultants LLC
as their claims, solicitation, and balloting agent.

To ensure that the Debtors have sufficient time to provide proper
notice of and distribute the Solicitation Packages, the Debtors
ask the Court to establish June 3, 2010, as the voting record date
with respect to the Securities.

The Debtors propose that in order to be counted as a vote to
accept or reject the Plan, each Ballot must be properly executed,
completed and delivered to the Voting and Claims Agent so that it
is actually received by the Voting and Claims Agent no later than
4:00 p.m., prevailing Pacific Time, on the date that is 21 days
after the Solicitation Date.

The Debtors ask the Court to set the hearing to consider
confirmation of the Plan on July 15 and 16, 2010.  The Debtors
further ask that the Confirmation Hearing may be continued from
time to time by the Court or the Debtors.

Objections to the Plan confirmation must (i) be in writing, (ii)
state the name and address of the objecting party and the amount
and nature of the claim or interest of such party, (iii) state
with particularity the basis and nature of any objection, and (iv)
be filed, together with proof of service, with the Court, and (v)
be served so that they are actually received by the Debtors and
other Notice Parties no later than 4:00 p.m. (prevailing Pacific
Time) 14 days prior to the Confirmation Hearing.

The proposed dates and deadlines for the Plan confirmation process
consist of:

Event                                             Date/Deadline
-----                                             -------------
Deadline for Disclosure Statement Objections         May 27

Deadline for Responses to DS Objections              June 3

Securities Voting Record Date                        June 3

Disclosure Statement Hearing                        June 10

Non-Securities Voting Record Date                   June 10

Entry of Order Approving Disclosure Statement      [June 11]
Solicitation                                     Date Fifth day
                                                  after entry of
                                                    Disclosure
                                                 Statement Order
                                                 [est. June 16]

Deadline for Intermediaries                      Within three
to send Solicitation Packages                   business days
                                                   of receipt

Deadline to Publish Notice                         [June 16]
of Confirmation Hearing
Solicitation Date

Voting Deadline                                     [July 1]

Deadline for Plan Confirmation                 14 days prior to
                                                  Confirmation
                                                     Hearing
                                                     [July 1]

Deadline to File Plan Supplements                    [TBD]
and Exhibits

Deadline to File Single Reply                    2 days before
to Plan confirmation objections                   Confirmation
                                                     Hearing
                                                    [July 13]

Confirmation Hearing                             July 15 and 16

                     About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

The Company owns and operates Red Rock Casino Resort Spa, Palace
Station Hotel & Casino, Boulder Station Hotel & Casino, Santa Fe
Station Hotel & Casino, Wildfire Rancho and Wild Wild West
Gambling Hall & Hotel in Las Vegas, Nevada, Texas Station Gambling
Hall & Hotel and Fiesta Rancho Casino Hotel in North Las Vegas,
Nevada, and Sunset Station Hotel & Casino, Fiesta Henderson Casino
Hotel, Wildfire Boulder, Gold Rush Casino and Lake Mead Casino in
Henderson, Nevada.  Station also owns a 50% interest in Green
Valley Ranch Station Casino, Aliante Station Casino and Hotel,
Barley's Casino & Brewing Company, The Greens and Wildfire Lanes
in Henderson, Nevada and a 6.7% interest in the joint venture that
owns the Palms Casino Resort in Las Vegas, Nevada.  In addition,
the Company manages Thunder Valley Casino near Sacramento,
California on behalf of the United Auburn Indian Community.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477).
Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as
legal counsel in the Chapter 11 case; Brownstein Hyatt Farber
Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP as
local counsel.  The Debtor is also hiring Lazard Freres & Co. LLC
as investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the claims and noticing agent.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

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


STATION CASINOS: Further Revises 2nd Compromise Pact with PropCo
----------------------------------------------------------------
Station Casinos, Inc., and FCP PropCo LLC ask the Court to approve
a revised version of the Second Amended and Restated Master Lease
Compromise Agreement between SCI and Propco.

The changes contained in the Revised Second Compromise Agreement
are the result of discussions and negotiations among (i) the
Debtors, (ii) the Agent and Steering Committee of lenders under
SCI's prepetition senior secured credit facility, (iii) the
mortgage lenders to FCP PropCo, LLC, and (v) Fertitta Gaming LLC.

Based upon those discussions, the Revised Second Compromise
Agreement reflects agreements reached among those parties on a
variety of issues and the resolution of matters that, if left
unresolved, would have resulted in litigation over the request to
approve the Agreement, notes Thomas R. Kreller, Esq., at Milbank,
Tweed, Hadley & McCoy LLP, in Los Angeles, California.

The Revised Second Compromise Agreement reflects these terms:

  (1) The members of the Opco Steering Committee, which hold in
      the aggregate approximately 60% of SCI's prepetition
      secured debt, support the Revised Compromise Agreement.

  (2) The Mortgage Lenders support the Revised Compromise
      Agreement.

  (3) The Revised Compromise Agreement represents the resolution
      of complex issues about transition issues and asset
      transfers necessary to permit Propco to reorganize and SCI
      to conduct an orderly sale process, in each case as
      contemplated by the Debtors' Joint Plan.

In particular, Mr. Kreller relates, the Revised Second Compromise
Agreement details specifically the assets that the parties have
agreed will be transferred as part of any orderly separation of
SCI and Propco that may be necessary if the SCI sale process
results in a sale of the Opco Assets to a third party.

The Revised Second Compromise Agreement also specifies the agreed-
upon purchase price of $35 million for those assets to be paid to
SCI in the event of a separation, as well as the terms and
conditions under which the asset transfers will occur and the
terms and conditions under which that purchase price will be paid.

The Revised Compromise Agreement also recognizes that the Opco
Assets and the Propco Assets may remain under common ownership and
management if FG and the Mortgage Lenders are the winning bidder
for the Opco Assets and provides for that alternative as well.

The revisions contained in the Revised Second Compromise Agreement
are designed to permit Propco's restructuring and SCI's sale
process to move forward side-by-side in a smooth, orderly and
consensual manner, Mr. Kreller tells Judge Zive.

A blacklined copy of the Revised Second Amended and Restated
Master Lease Compromise Agreement is available at no charge at:

   http://bankrupt.com/misc/SCI_Revised2ndAmendedLeasePact.pdf

           Objections to Second Compromise Agreement

Prior to the delivery of the revisions to the Second Compromise
Agreement, various parties-in-interest noted that the Agreement
should not be approved.

The Official Committee of Unsecured Creditors argued, in several
Court filings, that the Agreement "is a one-sided transaction
that, if approved, will severely devalue SCI to the exclusive
benefit of Propco."

"The [Second Compromise Agreement] places a number of new
obligations on SCI without providing SCI with any additional
benefits," Bonnie Steingart, Esq., at Fried, Frank, Harris,
Shriver & Jacobson, LLP, in New York, says, on behalf of the
Creditors' Committee.  He noted that if SCI rejected the Master
Lease under the Second Compromise Agreement immediately, Propco
will be receiving a general unsecured claim for statutory
rejection damages under the Master Lease in the amount of
$497,592,437.  According to the terms of the Second Compromise
Amendment, this amount would not be reduced by the value of the
collateral under the Master Lease that SCI will turn over to
Propco.  This treatment is at odds with the dictates of the
Bankruptcy Code, said Mr. Steingart.

The Creditors' Committee also filed a subsequent objection to the
Revised Second Compromise Agreement, noting that the Revisions
result to a number of "transition events" and "transfer events"
that are completely unrelated to the payment of rent and the other
obligations in the original Master Lease.  Thus, if the Court
approves the Revised Agreement, regardless of whether this Court
approves the Disclosure Statement or the creditors vote for the
Plan, the PropCo Lenders, and the Fertittas will be able to obtain
the transition services and assets that they covet, Mr. Steingart
said in a declaration submitted to Judge Zive.

Boyd Gaming Corporation, for its part, pointed out that the Second
Compromise Agreement contains "numerous fundamental flaws."  It is
not merely an "amendment" to the existing Court-approved
settlement between SCI and Propco, but rather, it is a wholesale
retrade on the previous settlement purportedly resolving the Opco-
Propco issues by requiring material Opco transition services and
divesting Opco of valuable property.

Among other things, the Second Compromise Agreement harms the Opco
7 estate, while creating windfalls from Opco's Excluded Assets for
the Propco estate and the 8 Debtors' insiders, Robert R. Kinas,
Esq., at Snell & Wilmer, L.L.P., in Las Vegas, Nevada, noted on
behalf of Boyd.

In support of Boyd's Objection, declarations were filed with the
Court by (i) David Farlin, chief information officer at Boyd; (ii)
Brian A. Larson, executive vice president, general counsel and
secretary at Boyd, and (iii) J. Soren Reynertson, Esq., a managing
general partner at GLC Advisors & Co., LLC, in New York.  The
Debtors withdrew Mr. Reynertson's Declaration.

             Creditors' Committee Seeks to File
                Flachs Declaration Under Seal

Robert Flachs, managing director of Moelis & Company LLC, in Los
Angeles, California, as the Creditors' Committee's financial
advisor, submitted a declaration in support of the Objection,
under which he provided opinion as to the benefits of the Second
Compromise Agreement to the value of the SCI estate.

Moelis reviewed certain reports by Duff & Phelps, LLC, which
allocated certain values to certain PropCo properties, certain
player relationships and certain employment replacement costs.
The information contained within the D&P reports, including the
Allocated Values, may be confidential in nature.

Accordingly, the Creditors' Committee seeks the Court's permission
to file an Unredacted Flachs Statement, which the Committee
anticipates to file under seal.  Concurrently, the Committee will
provide a copy of the Unredacted Flachs Statement to the Office of
the U.S. Trustee.

             Committee Seeks to Strike Declarations

The Creditors' Committee, in several filings with the Court, asks
Judge Zive to strike the declarations prepared by these
individuals because declarations are in violation of Rule 9006(d)
of the Federal Rules of Bankruptcy Procedure:

  * Richard J. Haskins
  * Daniel Aronzon
  * Scott Kreeger
  * Robert Caruso of Alvarez & Marsal North America
  * Michael Genereux of Blackstone Advisory Services, L.P.
  * Jason S. Friedman of Simpson Thacher & Bartlett LLP

Bonnie Steingart, Esq., at Fried, Frank, Harris, Shriver &
Jacobson, LLP, in New York, filed declarations in support of the
Committee's request contending that the discovery served with
respect to the Second Compromise Agreement does not adequately
cover the information and documents needed to effectively evaluate
the Revised Second Compromise Agreement and other documents, as
well as the testimony and evidence in the declarations.  Brett
Axelrod, Esq., at Fox Rothschild, LLP, in Las Vegas, Nevada,
attached in a declaration the transcripts of the depositions he
has conducted.

With respect to the Caruso Declaration, the Committee and the
Independent Lenders assert that regardless of whether the Court
treats the Report and the related Caruso Declaration as a lay
opinion or an expert opinion, it is inadmissible under
Rule 702 of the Federal Rule of Evidence, Daubert v. Merrell Dow
Pharmaceuticals, Inc., 509 U.S. 579 (1993), and cases following
Daubert.

Deutsche Bank Trust Company Americas, as administrative agent for
the prepetition senior secured lenders, objects to the Committee's
request to strike declarations by Robert Caruso,
Michael Genereux and Jason S. Friedman.  The Administrative Agent
says it will arrange for Messrs. Caruso and Genereux available for
deposition.

Thomas C. Rice, Esq., a member of Simpson Thacher & Bartlett LLP,
in a declaration, relates that the Administrative Agent did not
receive any request for discovery from the Creditors' Committee
but stood ready to provide discovery with respect to the Genereux
and Caruso Declarations.

The Debtors, in response to the Committee's Motion to Strike,
assert that the declarations contain entirely appropriate and
permissible rebuttal evidence in response to allegations contained
in objections to the Plan Facilitation Motions.  The Debtors also
assert that the Committee's failure to evaluate the Plan
Facilitation Motions is their own failing, not a function of any
undue time pressure.  Linda Dakin-Grimm, Esq., at Milbank, Tweed,
Hadley & McCloy LLP, in Los Angeles, California, filed a
declaration attaching the transcripts of the depositions she took
of several individuals, including Robert J. Flachs, a member of
Moelis & Company, the Committee's financial advisor.  Mr. Flachs'
verified statement was filed under seal pursuant to a Court order.

            Debtors, PropCo and OpCo, et al., Respond

The Objections to the Second Compromise Agreement "substantially
mischaracterize" both the purposes and terms of the Agreement,
which, in fact, provides substantial benefits for Opco, Propco and
the purchaser of the Opco assets, including the monetary
settlement $35 million from Propco to Opco plus certain additional
operational and monetary benefits favoring Opco, the Debtors said.

The Second Compromise Agreement is the product of more than
several months of negotiation with both the Opco Consenting
Lenders, the Propco Lenders, and even, indirectly, Boyd. Boyd made
its input through the Opco Lenders because the Opco Lenders were
talking to Boyd in the context of the informal auction that the
Opco Lenders conducted over who the Opco Lenders would support as
the stalking horse bidder, Paul S. Aronzon, Esq., at Milbank,
Tweed, Hadley & McCoy LLP, in Los Angeles, California, explained.

Moreover, the Second Compromise Agreement provides for
continuation of the Master Lease rent reduction at a lower monthly
rent and proposes a final settlement and disposition of certain
assets that were previously shared or commonly owned, and over
which there are substantial outstanding disputes as to ownership,
lien rights, the validity, extent and priority of those liens, and
the ability and or desirability of assuming certain contracts, Mr.
Aronzon told the Court, citing declarations from SCI Senior Vice
President of Corporate Operations Scott Kreeger and Executive Vice
President, General Counsel, and Secretary Richard J. Haskins.

"Probably the most fatal flaw in the Objections is the apparent
assumption that all of these assets are owned by SCI and could
readily be sold or otherwise disposed of by SCI without regard for
Propco's interests.  That assumption is simply wrong.  Absent
settlement as proposed, litigation over these assets would make
the near term sale of the Opco assets and confirmation of the
Joint Plan an impossibility," Mr. Aronzon contended in a
supplemental response.

The Debtors also sought to file under seal redacted portions of
their supplemental response "to protect commercially sensitive,
confidential information."  The redacted portions "contain
references to testimony or documents that have been designated as
'for attorney's eyes only' by agreement of the parties to this
matter," Mr. Kreller relates

In a separate statement, PropCo and OpCo said that the Revised
Compromise Agreement has drawn the support of major economic
stakeholders from both estates.  The Objections unfairly
mischaracterize certain terms of the Revised Agreement to make it
appear that the Agreement is not consistent with the terms of the
First Compromise Agreement, Oscar Garza, Esq., at Gibson, Dunn &
Crutcher LLP, in Los Angeles, California, argued on behalf of
PropCo and OpCo.

Notwithstanding the Objectors' "gross mischaracterizations," the
Second Compromise Agreement (i) maintains the course already
approved by this Court in the First Compromise Agreement -- a
course that was designed by PropCo and OpCo to govern, if
necessary, a controlled separation of the two estates, and (ii)
advances the case timetable toward confirmation of the Debtors'
Chapter 11 Plan, Mr. Garza told Judge Zive.

According to Mr. Garza, the Objectors contention that the Revised
Agreement will allow PropCo to compete unfairly with SCI is
without merit.  SCI and PropCo are not direct competitors because
SCI's management has strategically placed each casino so that each
SCI-managed casino has its own local geographic market.

Supporting the Debtors' contention, the German American Capital
Corporation as collateral agent for itself and JPMorgan Chase
Bank, N.A., or the CMBS Lenders to Debtor FCP PropCo, LLC said
that the Amended Compromise "provides a fair allocation of shared
assets that are currently used to operate both OpCo's and PropCo's
casinos" . . . [and] "strikes a critical balance to ensure that
OpCo and PropCo will each remain fully operational post-emergence,
even if they do not remain commonly owned."

                       *     *     *

At the Debtors' behest, Judge Zive extended the deadline by which
SCI must assume or reject the Master Lease, from May 12, 2010 to
and including June 12, 2010.

The Court also authorized the Debtors to file under seal their
Supplemental Responses.  The Documents will remain confidential
and shall be served only upon, and accessible only to (i) the
Court; (ii) the Debtors and their counsel; (iii) the Committee and
their counsel; (iv) the Dissident Lenders and their counsel; (v)
OpCo Lenders and their counsel; (vi) the PropCo Lenders and their
Counsel; and (vii) the United States Trustee and its counsel.

In a separate order, Judge Zive authorized the Creditors'
Committee to file the Unredacted Flachs Statement which will be
sealed in accordance with Section 107(b) of the Bankruptcy Code.

Judge Zive also approved the Debtors' request for protective order
limiting the attendees at all depositions for the Debtors, the
Committee, FCP PropCo, the Independent Lenders and the agent of
the Steering Committee.  The Court excludes from attendance at all
depositions all representatives from Boyd Gaming Corp. and
Fertitta Gaming LLC.

                     About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

The Company owns and operates Red Rock Casino Resort Spa, Palace
Station Hotel & Casino, Boulder Station Hotel & Casino, Santa Fe
Station Hotel & Casino, Wildfire Rancho and Wild Wild West
Gambling Hall & Hotel in Las Vegas, Nevada, Texas Station Gambling
Hall & Hotel and Fiesta Rancho Casino Hotel in North Las Vegas,
Nevada, and Sunset Station Hotel & Casino, Fiesta Henderson Casino
Hotel, Wildfire Boulder, Gold Rush Casino and Lake Mead Casino in
Henderson, Nevada.  Station also owns a 50% interest in Green
Valley Ranch Station Casino, Aliante Station Casino and Hotel,
Barley's Casino & Brewing Company, The Greens and Wildfire Lanes
in Henderson, Nevada and a 6.7% interest in the joint venture that
owns the Palms Casino Resort in Las Vegas, Nevada.  In addition,
the Company manages Thunder Valley Casino near Sacramento,
California on behalf of the United Auburn Indian Community.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477).
Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as
legal counsel in the Chapter 11 case; Brownstein Hyatt Farber
Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP as
local counsel.  The Debtor is also hiring Lazard Freres & Co. LLC
as investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the claims and noticing agent.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

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


STATION CASINOS: Law Debenture Objects to Plan Outline
------------------------------------------------------
Law Debenture Trust Company of New York maintains that contrary to
the requirement of Section 1125(a)(1) of the Bankruptcy Code, the
Disclosure Statement delivered by the Debtors "includes numerous
blanks" in sections with substantive provisions that are necessary
for creditors to make informed decisions about whether to accept
or reject the Plan.

Law Debenture is trustee under (i) the Indenture dated as of
March 17, 2004, with Station Casinos, Inc., and providing for the
issuance of 6% Senior Notes due 2012, and (ii) the Indenture dated
as of August 1, 2006, with SCI providing for the issuance of 73/4%
Senior Notes due 2016, as amended.

On behalf of Law Debenture, Amy N. Tirre, Esq., at Sullivan &
Worcester LLP, in Boston, Massachusetts, points out that the
provisions in the Plan and the Disclosure Statement are
"inconsistent" with respect to, among other things, recoveries and
voting rights for Class S.5.

Ms. Tirre notes that the lack of complete and reliable
information, coupled with the inconsistencies between the Plan and
Disclosure Statement, prevents creditors from making informed
decisions about the Plan.  Specifically, Law Debenture contends
that these clarifications must be made with respect to the
Disclosure Statement and the Plan:

  (1) The definition of "Distribution Record Date" should
      include a specific time of day.

  (2) The Definitions of "Senior Notes Trustee" and
      "Subordinated Notes Trustee" should be added where
      appropriate.

  (3) The Plan provisions regarding the Trustee Fees should be
      amended to provide that on the Effective Date, the
      Reorganized Debtors will pay in full, in cash, all
      outstanding reasonable and documented fees and expenses
      of the Senior Notes Trustee and the Subordinated Notes
      Trustee and their advisors and agents, including counsel.

  (4) In order to effectuate distributions to the beneficial
      owners of the Senior Notes and to preserve the Indenture
      Trustee's charging lien to the extent necessary, the
      Indentures must survive for that limited purpose.

  (5) Distributions should be deemed complete when made to the
      Trustee.  This is appropriate given that the terms of the
      applicable Indenture govern the allocation of any
      distributions and avoids complication in determining
      whether a distribution has been "claimed" for purposes of
      the Plan, where it might be made through multiple layers
      of registered, nominee and beneficial holder accounts.

  (6) The provisions of the Plan and Disclosure Statement
      concerning surrender of certificated instruments or notes
      should not apply to the Trustee.

Law Debenture further points out that the Solicitation Procedures
governing the Plan voting must:

  * define the Securities Voting Record Date with reference to a
    specific time of day;

  * include Class S.5 Claims in any of the characterizations of
    Voting Classes; and

  * provide mechanics for counting multiple ballots submitted on
    account of one claim.

                     About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

The Company owns and operates Red Rock Casino Resort Spa, Palace
Station Hotel & Casino, Boulder Station Hotel & Casino, Santa Fe
Station Hotel & Casino, Wildfire Rancho and Wild Wild West
Gambling Hall & Hotel in Las Vegas, Nevada, Texas Station Gambling
Hall & Hotel and Fiesta Rancho Casino Hotel in North Las Vegas,
Nevada, and Sunset Station Hotel & Casino, Fiesta Henderson Casino
Hotel, Wildfire Boulder, Gold Rush Casino and Lake Mead Casino in
Henderson, Nevada.  Station also owns a 50% interest in Green
Valley Ranch Station Casino, Aliante Station Casino and Hotel,
Barley's Casino & Brewing Company, The Greens and Wildfire Lanes
in Henderson, Nevada and a 6.7% interest in the joint venture that
owns the Palms Casino Resort in Las Vegas, Nevada.  In addition,
the Company manages Thunder Valley Casino near Sacramento,
California on behalf of the United Auburn Indian Community.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477).
Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as
legal counsel in the Chapter 11 case; Brownstein Hyatt Farber
Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP as
local counsel.  The Debtor is also hiring Lazard Freres & Co. LLC
as investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the claims and noticing agent.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

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


STATION CASINOS: Plan Exclusivity Extended
------------------------------------------
The Bankruptcy Court has extended the period during which no party
other than Station Casinos Inc. and its units may file a plan
pursuant to Section 1121(c)(3) of the Bankruptcy Code from May 24,
2010, to the confirmation hearing date.

The Plan Confirmation hearing slated for June 15 and 16, 2010.

The Debtors also contended that objections filed by, among others,
the Official Committee of Unsecured Creditors and Independent
Lenders "contain equally inaccurate or misguided arguments about
what these Chapter 11 cases are or should be."

The arguments merely seek to derail the Debtors' reorganization
efforts for their own parochial reasons -- none of which are
related to the actual standard for an extension of exclusivity
under Section 1121(d) of the Bankruptcy Code, explained Thomas R.
Kreller, Esq., at Milbank, Tweed, Hadley & McCoy LLP, in Los
Angeles, California.

                     About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

The Company owns and operates Red Rock Casino Resort Spa, Palace
Station Hotel & Casino, Boulder Station Hotel & Casino, Santa Fe
Station Hotel & Casino, Wildfire Rancho and Wild Wild West
Gambling Hall & Hotel in Las Vegas, Nevada, Texas Station Gambling
Hall & Hotel and Fiesta Rancho Casino Hotel in North Las Vegas,
Nevada, and Sunset Station Hotel & Casino, Fiesta Henderson Casino
Hotel, Wildfire Boulder, Gold Rush Casino and Lake Mead Casino in
Henderson, Nevada.  Station also owns a 50% interest in Green
Valley Ranch Station Casino, Aliante Station Casino and Hotel,
Barley's Casino & Brewing Company, The Greens and Wildfire Lanes
in Henderson, Nevada and a 6.7% interest in the joint venture that
owns the Palms Casino Resort in Las Vegas, Nevada.  In addition,
the Company manages Thunder Valley Casino near Sacramento,
California on behalf of the United Auburn Indian Community.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477).
Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as
legal counsel in the Chapter 11 case; Brownstein Hyatt Farber
Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP as
local counsel.  The Debtor is also hiring Lazard Freres & Co. LLC
as investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the claims and noticing agent.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

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


STRIKEFORCE TECH: Posts $557,493 Net Loss for March 31 Quarter
--------------------------------------------------------------
Strikeforce Technologies Inc. filed its quarterly report on Form
10-Q, showing a net loss of $557,493 net loss on $54,850 of
revenues for the three months ended March 31, 2010, compared with
a net loss of $274,679 on $83,266 of revenues for the same period
a year ago.

The Company's balance sheet at March 31, 2010, showed $1.1 million
in total assets and $9.7 million in total liabilities, for a
stockholder's deficit of $8.6 million.

The Company did not timely submit its Form 10-Q.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?639e

Edison, N.J.-based StrikeForce Technologies, Inc. a software
development and services company that offers a suite of integrated
computer network security products using proprietary technology.


SUMMIT HOTEL: Posts $4.7 Million Net Loss for March 31 Quarter
--------------------------------------------------------------
Summit Hotel Properties LLC filed is quarterly report on Form 10-
Q, showing a net loss of $4.7 million on $31.3 million of total
revenues for the three months ended March 31, 2010, compared with
a net loss of $1.5 million on $29.3 million of total revenues for
the same period a year ago.

The Company's balance sheet at March 31, 2010, showed
$513.9 million in total assets, $166.8 million in total current
liabilities, and $269.9 million in long-term debt, for a
stockholder's equity of $77.2 million.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?6392

                        About Summit Hotel

Summit Hotel Properties, LLC is a developer, owner and manager of
hotels categorized as mid-scale without food and beverage and
upscale hotels located throughout the United States.  As of
December 31, 2009, the Company owned 65 hotels in 19 states. The
Company's revenues and earnings are derived from hotel operations
of its owned hotels.  An affiliate, The Summit Group, Inc.,
provides a number of services for its hotels, including hotel
operations management, location of acquisition targets and
construction sites, development of construction sites, and
construction supervision.  As of December 31, 2009, Summit Hotel
Properties had two wholly owned limited liability companies that
own hotel properties.  Summit Hospitality I, LLC owns 25 of the
Company's hotels.  In addition, Summit Hospitality V, LLC, is a
wholly owned subsidiary, which owns 13 of the Company's hotels.

                           *     *     *

According to the Troubled Company Reporter on April 29, 2010,
Summit Hotel Properties, LLC's forbearance agreement with Fortress
Credit Corp. has expired on May 3.


TAYLOR-WHARTON: Wins Confirmation of Reorganization Plan
--------------------------------------------------------
Bill Rochelle at Bloomberg News reports that a bankruptcy judge in
Delaware signed an order confirming the reorganization plan of
Taylor-Wharton International LLC.

According to the report, approval of the plan was held up until
settlement of disputes with labor unions.  The plan was negotiated
prepetition with holders of all of the $73.9 million in senior
secured debt and the $73.3 million senior subordinated mezzanine
notes.  Senior secured creditors receive a new $20 million
revolving credit loan and a $30 million term loan.  The holders of
the $74.8 million in subordinated notes take home 7% of the new
equity, subject to dilution by 16.5% of the stock that may be
given to managers.  Investors are buying $12 million in pay-in-
kind notes in return for 93% of the stock.  The subordinated
noteholders have the right to purchase half of the new PIK notes.
For accepting the plan, general unsecured creditors split $100,000
cash.

                       About Taylor-Wharton

Taylor-Wharton International, LLC, is the world's leading
technology, service and manufacturing network for gas applications
involving pressure vessels and precision valves.  Taylor-Wharton
International operates three complementary businesses from 16
manufacturing, sales, warehouse and service facilities in six
countries on four continents, and markets its products in over 80
countries worldwide.

The Company filed for Chapter 11 bankruptcy protection on
November 18, 2009 (Bankr. D. Del. Case No. 09-14089).  The Company
listed $10,000,001 to $50,000,000 in assets and $100,000,001 to
$500,000,000 in liabilities.

These affiliates of the Company also filed separate Chapter 11
petitions: Alpha One, Inc.; American Welding & Tank, LLC; Beta
Two, Inc.; Delta Four, Inc.; Epsilon Five, Inc.; Gamma Three,
Inc.; Sherwood Valve, LLC; Taylor-Wharton Intermediate Holdings
LLC; Taylor-Wharton International LLC; TW Cryogenics LLC; TW
Cylinders LLC; TW Express LLC; and TWI-Holding LLC.


TEARLAB CORPORATION: Board Approves Amended 2002 Stock Option Plan
------------------------------------------------------------------
The Board of Directors of TearLab Corporation aka Occulogix Inc.
approved the amendment and restatement of the Company's 2002 Stock
Option Plan.

The 2002 Plan was amended and restated to provide for full vesting
acceleration of outstanding stock options granted thereunder in
the event of a change in control in which the acquiring company
does not assume or substitute for such options.  Additionally, the
2002 Plan and the 2003 Plan were both amended to provide for full
vesting acceleration of outstanding stock options granted
thereunder to a participant in the event the participant's service
is terminated by reason of an involuntary termination within 18
months following the effective date of any change in control in
which the option is assumed or otherwise continued in effect.

A full-text copy of the Option Plan is available for free at
http://ResearchArchives.com/t/s?637f

San Diego, Calif.-based OccuLogix, Inc. is an in-vitro diagnostic
company.  The Company is commercializing a proprietary tear
testing platform, the TearLab(TM) Osmolarity System that enables
eye care practitioners to test for highly sensitive and specific
biomarkers using nanoliters of tear film at the point-of-care.

                          *     *     *

This concludes the Troubled Company Reporter's coverage of
OccuLogix, Inc. until facts and circumstances, if any, emerge that
demonstrate financial or operational strain or difficulty at a
level sufficient to warrant renewed coverage.


TEXAS RANGERS: Lenders Try to Send Equity Owners to Ch. 11
----------------------------------------------------------
Lenders to the Texas Rangers sought to force the baseball team's
equity owners -- Rangers Equity Holdings, L.P. and Rangers Equity
Holdings GP, LLC -- into bankruptcy court protection (Bankr. N.D.
Tex. Case No. 10-43624 and 10-43625).

The Rangers Equity entities are controlled by Dallas millionaire
Tom Hicks.  The lenders, a group that includes investment funds
Monarch Alternative Capital and Kingsland Capital Management,
filed an involuntary bankruptcy petition on May 28 against the two
companies.  The two companies were not included in the May 24
Chapter 11 filing of Texas Rangers Baseball Partners.4

According to Bloomberg News, the lenders oppose a proposed
$575 million sale of the team, which plays in Arlington, Texas, to
a group including Hall of Fame pitcher Nolan Ryan, the team's
president, and Chuck Greenberg.  Lenders, who are owed $525
million by Mr. Hicks, have said they believe the team can get a
better deal.

The sale was proposed as part of the May 24 bankruptcy filing by
Texas Rangers Baseball Partners, which is owned by two entities
controlled by Mr. Hicks' HSG Sports Group LLC.

                        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: Gets $21.5 Million Financing from League
-------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Texas Rangers
Baseball Partners ended up with $21.5 million in financing from
Major League Baseball, as a result of an unscheduled auction that
took place in bankruptcy court on the team's third day in Chapter
11.  Originally, the league had agreed to provide $11.5 million in
financing.  Secured lenders, owed $525 million, ultimately offered
$41.5 million, enough to pay off $20 million already owing to the
league plus $20 million in new money.

According to the report, at the end of the hearing which began
May 25, U.S. Bankruptcy Judge Michael Lynn gave interim approval
for $6 million in financing from the league, enough to cover a
$3.8 million payroll this week.  Judge Lynn will hold another
hearing June 15 for approval of the entire package of $21.5
million.

                        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.


TIB FINANCIAL: Posts $5.1 Million Net Loss in Q1 2010
-----------------------------------------------------
TIB Financial Corp. filed its quarterly report on Form 10-Q,
reporting a net loss of $5.1 million on $6.6 million of net
interest income (after provision for loan losses) for the three
months ended March 31, 2010, compared with a net loss of
$3.5 million on $5.4 million of net interest income (after
provision for loan losses) for the same period of 2009.

The Company's balance sheet as of March 31, 2010, showed
$1.691 billion in assets, $1.640 billion of liabilities, and
$50.8 million of stockholders' equity.

As reported in the Troubled Company Reporter on April 6, 2010,
Crowe Horwath LLP, in Fort Lauderdale, Fla., expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company incurred net
losses in 2009, 2008 and 2007, primarily from loan and investment
impairments.  In addition, the Company's bank subsidiary is
operating under an informal agreement with bank regulatory
agencies that requires, among other provisions, higher regulatory
capital requirements.  The Bank did not meet the higher capital
requirement as of December 31, 2009, and therefore is not in
compliance with the regulatory agreement.  Failure to comply with
the regulatory agreement may result in additional regulatory
enforcement actions.

At March 31, 2010, these elevated capital ratios were not met.

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

               http://researcharchives.com/t/s?6397

Headquartered in Naples, Florida, TIB Financial Corp. (NASDAQ:
TIBB) is a bank holding company which through its wholly owned
subsidiaries, TIB Bank -- http://www.tibbank.com/-- and Naples
Capital Advisors, Inc. -- http://www.naplescapitaladvisors.com/--
offers a wide range of commercial, retail and private
banking and trust, investment management and other financial
services to businesses, individuals and families.


TOYS 'R' US: Fitch Puts 'B' IDR on Positive Watch
-------------------------------------------------
Fitch Ratings has placed the ratings of Toys 'R' Us, Inc., and its
various subsidiary entities on Rating Watch Positive following the
announcement of the company's plan to pursue an initial public
offering.

These ratings are placed on Rating Watch Positive:

Toys 'R' Us, Inc.

  -- Issuer Default Rating 'B';
  -- Senior unsecured notes 'CC/RR6'.

Toys 'R' Us - Delaware, Inc.

  -- IDR 'B';
  -- Secured revolver 'BB/RR1';
  -- Secured term loan 'B-/RR5';
  -- Unsecured term loan 'CCC/RR6';
  -- Senior unsecured notes 'CCC/RR6'.

Toys 'R' Us Property Co. I, LLC (previously known as TRU 2005 RE
Holding Co. I, LLC)

  -- IDR 'B';
  -- Senior unsecured notes 'BB/RR1'.

Toys 'R' Us Property Co. II, LLC (previously known as Giraffe
Holdings, LLC)

  -- IDR 'B';
  -- Senior unsecured notes 'BB-/RR2'.

Toys 'R' Us Europe, LLC (previously known as Toys 'R' Us (UK)
Ltd.)

  -- IDR 'B';
  -- Secured revolver 'BB/RR1'.

Toys had $5.2 billion in debt outstanding on Jan. 30, 2010.

The size of the IPO is estimated to be around $800 million.  In
connection with the IPO, the company and its equity sponsors (Bain
Capital Partners LLC, Kohlberg Kravis Roberts & Co., L.P. and
Vornado Realty Trust) intend to terminate the advisory agreement
in which affiliates of the sponsors provided management and
advisory services to Toys.  The agreement was put in place at the
closing of the 2005 acquisition.  Upon the completion of the IPO,
Toys will pay a termination fee to the sponsors.  The remaining
balance of the net proceeds of the offering will be used primarily
for debt repayment, which Fitch expects will result in leverage
(adjusted debt/EBITDAR) decreasing to below 5.5x (times).

Fitch anticipates the company will repay a portion of the
outstanding higher coupon debt securities in its capital
structure, which include the $950 million of 10.75% senior
unsecured notes at TRU Property Company I and $725 million of 8.5%
senior secured notes at TRU Property Company II.  With the
completion of the IPO, Fitch expects the IDRs could be upgraded to
'B+' as a substantial portion of the proceeds are expected to be
used for debt reduction.  In addition, certain of the recovery
ratings will be adjusted to reflect a higher recovery rate for the
remaining debt securities in the capital structure.

The current ratings reflect Toys' successful operating strategy
which resulted in improved operating results and credit metrics in
fiscal 2009 despite the challenging operating environment.  The
ratings also reflect Fitch's expectation for further strengthening
of credit metrics in fiscal 2010 with positive free cash flow
generation and improved liquidity.  This is balanced by the
intense competition in the toy retailing sector and the highly
seasonal nature of Toys' business.

Over the past three years, Toys has implemented a strategy to
create a one-stop shopping experience for juvenile products by
offering Babies 'R' Us and Toys 'R' Us products in one location
either through two side-by-side stores or by allocating existing
store square footage to expand its offering.  As of fiscal 2009
(ending Jan. 30, 2010) 16% of the company's stores (including
franchised locations) have this juvenile offering.  This combined
with the company's broadened toy offerings with increased
exclusive and private label merchandise, opening of 91 pop-up, or
temporary, stores during holiday 2009, and improved customer
service have been credited with generating incremental traffic and
sales in stores.  In fiscal 2009, Toys' revenues declined 1.1%
compared to the world toy market decline of 4% in 2009 as
estimated by The NPD Group.  The increased penetration of higher
margin private label products combined with strong inventory
controls and cost reduction efforts related to store labor,
advertising and travel led to a 120 basis point expansion in EBIT
margin to 5.0%.  As a result of this and debt reduction of
$349 million, leverage (defined as adjusted debt/EBITDAR) declined
to 6.0x in fiscal 2009 from 6.8x in fiscal 2008.

Fitch expects Toys' adjusted debt/EBITDAR will continue to improve
in fiscal 2010 based on the assumption of 2.5%-3.0% comparable
store sales and a 50 basis point operating EBIT margin expansion.
This is expected to be achieved through the company's continued
rollout of side-by-side store conversions in fiscal 2010,
expansion of its internet business by integrating online and store
capabilities and launching e-commerce sites in international
markets, and the continued implementation of holiday pop-up
stores.  Also, Toys' profit margins should continue to benefit
from an increase in exclusive and private label products, ongoing
supply chain efficiencies such as direct sourcing and cost control
efforts such as the alignment of store staffing hours with traffic
into the stores.  The combination of improving operating results
and debt reduction from the net proceeds of the IPO is expected to
decrease leverage to below 5.5x.

Toys' liquidity is supported by $1.1 billion of cash and cash
equivalents as of Jan. 30, 2010 and $1.2 billion of availability
under its various revolvers.  At Jan. 30, 2010, Toys had
availability of $749 million under its domestic $2.1 billion
senior secured revolving credit facility, $71 million under its
GBP124 million senior secured revolving credit facility,
$222 million under its tranche 1 Toys-Japan credit line, and
$146 million under its tranche 2 Toys-Japan credit line.  In
addition, Toys generated positive free cash flow of $822 million
as a result of solid working capital management at the end of
fiscal 2009.  However, Fitch anticipates free cash flow generation
will be in the range of $200 million-$300 million in the next two
years, similar to historical levels, as the company reinvests in
the business through increases in capital expenditures and
inventory purchases.  The company has $535 million and
$1.3 billion of debt maturing in fiscal 2011 and fiscal 2012,
respectively, which Fitch expects will be primarily refinanced.

Of concern is the strong competition in the toy retailing
business.  Toys competes with a number of retailers, including
other toy retailers, discounters, and catalog and internet
businesses.  During the holiday season, retailers dedicate more
shelf space to the toy category and offer competitive prices to
drive traffic into the stores.  In addition, Toys' business is
highly seasonal with more than 39% of its net sales and almost all
of its earnings generated in the fourth quarter over the last
three fiscal years.

The ratings on the specific notes reflect Fitch's recovery
analysis based on the enterprise value of the company.  The
enterprise value of $3.5 billion is based on a distressed EBITDA
of $703 million and a market multiple of 5x in a distressed
scenario.  Applying this value (after subtracting the values
associated with the notes at the property companies as described
below) across the capital structure results in outstanding
recovery prospects (91%-100%) for the asset-based revolvers, which
are rated 'BB/RR1'.  The revolvers are secured by inventory,
receivables and certain Canadian real estate in North America and
all assets in Europe.  The secured term loan is secured by
intellectual property and second liens on accounts receivable and
inventory of TOY-Delaware and the guarantors, and has below-
average recovery prospects (11%-30%) and is rated 'B-/RR5'.  The
senior unsecured notes at TOY-Delaware have poor recovery
prospects (less than 10%) and are rated 'CCC/RR6'.  The senior
unsecured notes at the holding company level are structurally
subordinated, and are rated 'CC/RR6', also reflecting poor
recovery prospects (less than 10%) in a distressed case.

The ratings on the notes at the property companies reflect a net
operating income (NOI) approach to assigning a value to the
underlying assets whereby a capitalization rate is applied to the
NOI of the properties to determine a going-concern valuation.
This approach is consistent with how Fitch views recovery for
other types of property companies such as REITs.  Based on this
analysis, the senior notes at Toys 'R' Us Property Company I have
outstanding recovery prospects (91%-100%) and are rated 'BB/RR1'.
These notes benefit from being the landlord of 359 locations
leased by Toys Delaware.  The senior notes at Toys 'R' Us Property
Company II have superior recovery prospects (71%-90%) and are
rated 'BB-/RR2'.  They benefit from being the landlord of 129
locations leased by Toys Delaware.


TOYS 'R' US: Moody's Reviews 'B2' Corporate for Upgrade
-------------------------------------------------------
Moody's Investors Service placed the ratings of Toys "R" Us, Inc.,
including the B2 Corporate Family Rating, on review for possible
upgrade.  The company's SGL-3 Speculative Grade Liquidity Rating
was affirmed.

This rating action follows Toys' announcement that it was pursuing
a possible public stock offering for up to $800 million, with the
bulk of the proceeds to be used to retire debt.  "This
transaction, if completed as contemplated by the company, will
materially reduce leverage and proportionately improve interest
coverage" stated Moody's Senior Analyst Charlie O'Shea.  "This
could be sufficient to warrant an upgrade of at least one notch,
as well as tangibly improve liquidity.  Moody's review will
therefore focus on the amount and application of the proceeds from
this offering, as well as the company's operating performance
during the period," O'Shea added.

Ratings placed on review for possible upgrade include:

Toys "R" Us, Inc.

  -- Corporate Family Rating at B2
  -- Probability of Default rating at B2
  -- Senior unsecured notes at Caa1

Toys "R" Us Delaware, Inc.

  -- Senior secured term loan due 2012 at B1
  -- 8.75% debentures due 2012 at B3

Toys "R" Us Property Company I, LLC

  -- Senior unsecured notes at B3

Toys "R" Us Property Company II, LLC

  -- Senior secured notes at Ba2

Rating affirmed:

Toys "R" Us, Inc.

  -- Speculative grade liquidity rating at SGL-3

The last rating action for Toys "R" Us was the November 9, 2009
affirmation of the B2 Corporate Family and Probability of Default
Ratings, the affirmation of the SGL-3 speculative grade liquidity
rating, the assignment of a Ba2 rating to the $725 million senior
secured notes of Toys "R" Us Property Company II, LLC, and the
change in outlook to positive from stable.

Toys "R" Us, headquartered in Wayne, New Jersey, is the largest
specialty retailer of toys, with annual revenues of around
$13 billion.  It operates stores both in the U.S. and
internationally, as well as the Babies "R" Us format.


TRIBUNE CO: Proposes Valuation Work for Ernst & Young
-----------------------------------------------------
In a second supplemental application, Tribune Co. and its units
seek the Court's authority to modify the scope of employment of
Ernst & Young LLP to include certain valuation services in
connection with the application of fresh start accounting nunc pro
tunc to April 19, 2010.

Brian Litman, vice president/corporate controller of Tribune
Company, relates that assistance with the valuation of their
assets for the purposes of fresh start accounting was not among
the services that Ernst & Young or the Debtors contemplated under
the existing engagement letters and statement of work that were
the basis of the Application and the Supplemental Application, nor
has it been necessary for the Debtors to retain an outside
professional to assist with those services.

Specific tasks to be performed by Ernst & Young in connection with
the Debtors' valuation of fresh start accounting include, among
others:

  (a) consideration of applicable economic, industry, and
      competitive environments, including relevant historical
      and future estimated trends;

  (b) application of Income, Market and Cost Approaches to v
      value;

  (c) preparation of a narrative report summarizing the
      methodologies employed in the valuation analysis, the
      assumptions upon which the analysis was based, and Ernst &
      Young's recommendations;

  (d) allocation of the business enterprise value of Tribune
      Company to its reporting units;

  (e) consideration of applicable economic, industry, and
      competitive environments in which the Debtors' reporting
      units operate;

  (f) analysis and valuation of the Debtors' tangible personal
      property, including (i) leasehold improvements; (ii)
      machinery and equipment; (iii) spare parts inventory; (iv)
      warehouse equipment; (v) vehicles; and (vi) other assets;

  (g) analysis and valuation of the Debtors' intangible assets,
      including mastheads, subscriber relationships, advertiser
      relationships, commercial printing and distribution
      agreements, network affiliation agreements, MSO
      agreements, FCC licenses, database technology, and
      assembled workforce; and

  (h) reconciliation and componentization of significant
      tangible personal property to assign fair values to the
      Debtors' individual assets and to reconcile to the
      historical tax basis for the individual assets.

Ernst & Young estimates that its fees in connection with the Fresh
Start Accounting will range from approximately $600,000 to
$700,000 in total.

The Debtors relate that as a result of their request that Ernst &
Young commence the Fresh Start Accounting Valuation Services prior
to the finalization of the SOW and the filing of the Second
Supplemental Application, Ernst & Young has incurred approximately
$35,000 in fees since April 19, 2010.

                       About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on Dec. 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.

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


TRIDIMENSION ENERGY: Gets $2.15 Million Interim Loan Approved
-------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that TriDimension Energy
LP was given interim authority by Bankruptcy Judge Stacey G.
Jernigan to borrow $2.15 million.  The final hearing for approval
of a $6.75 million financing will be held on June 22.

TriDimension owes $37.5 million to the secured lenders, which also
are providing financing for the reorganization.  The lenders are
owed another $5.6 million on terminated hedges. Amegy Bank NA is
agent for the lenders.

                     About Tridimension Energy

TriDimension Energy, L.P. and its operating subsidiaries, TDE
Property Holdings, LP, Axis E&P, LP, Axis Onshore, LP, Axis
Marketing, LP, and Ram Drilling, LP, are engaged in the
acquisition, development, exploration, production, and sale of oil
and natural gas in Louisiana and Mississippi.  The Company leases
approximately 165,218 gross acres of oil and gas property, and
have proven reserves of approximately 5.1 million barrels of oil
based on fourth quarter 2009 data.

TriDimension Energy, L.P. and seven of its affiliated companies
filed for Chapter 11 on May 21, 2010 (Bankr. N.D. Tex. Case No.
10-33565).

The Company has retained Vinson & Elkins LLP as their lead
bankruptcy counsel, Ottinger Hebert, L.L.C. as their special
counsel, FTI Consulting, Inc. as their financial advisors, and
Stephens Inc. as their investment bankers.


TRONOX INC: Anadarko, Kerr-McGee Try Again to Dismiss Suit
----------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Kerr-McGee Corp. and
parent company Anadarko Petroleum Corp. filed a motion again to
dismiss parts of a lawsuit brought in May 2009 by Tronox Inc.
Tronox alleges in the suit that Kerr-McGee, its former parent,
accumulated "massive" environmental and retiree liabilities during
70 years in business.

Bloomberg relates that according to the lawsuit, Kerr-McGee, to
avoid the debt, transferred "clean" businesses into a new company,
leaving behind what would later be known as Tronox.  The leftovers
were then spun off, so that Kerr-McGee's valuable oil and natural-
gas properties wouldn't be liable for environmental claims.  After
the spinoff, Anadarko acquired Kerr-McGee for $18.4 billion in
August 2006.

According to Bloomberg, in late March, the bankruptcy judge denied
most of a motion by Kerr-McGee and Anadarko for dismissal of the
complaint, saying Tronox could proceed with claims for actual
fraud and for what is known as a constructive fraud.  Although the
judge gave Tronox a chance to amend the complaint, he dismissed
claims for civil conspiracy and aiding and abetting a fraudulent
transfer.  Claims for breach of fiduciary duty were also dismissed
with leave to replead.  Claims for unjust enrichment and punitive
damages were dismissed entirely.

Now that Tronox has revised the complaint, the defendants filed
another motion to dismiss the amended claims, pointing out that
the plaintiff made no new factual allegations.  In the May 26
dismissal motion, Anadarko and Kerr-McGee say that the same
claims have been merely "repackaged."  They also argue that the
suit wasn't filed within the required three years of the
underlying events because the spinoff took place more than three
years before the Chapter 11 case was filed.  The new dismissal
motion will be heard in bankruptcy court in late July at the
earliest.

                         About Tronox Inc.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr.
S.D.N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders have been appointed in the
cases.  The Creditors Committee has retained Paul, Weiss, Rifkind,
Wharton & Garrison LLP as counsel.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of class
B common stock.

Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


US ANTIMONY: Posts $84,117 Net Loss in Q1 2010
----------------------------------------------
United States Antimony Corporation filed its quarterly report on
Form 10-Q, reporting a net loss of $84,117 on $1,414,826 of
revenue for the three months ended March 31, 2010, compared with a
net loss of $239,044 on $795,453 of revenue for the same period of
2009.

The Company's balance sheet as of March 31, 2010, showed
$4,052,849 in assets, $1,024,246 of liabilities, and $3,028,603 of
stockholders' equity.

As reported in the Troubled Company Reporter on April 7, 2010,
DeCoria, Maichel & Teague, P.S., in Spokane, Wash., 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 negative working capital and
accumulated deficit.

At March 31, 2010, the Company had negative working capital of
$315,833 and an accumulated deficit of $21,013,285.

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

               http://researcharchives.com/t/s?6398

Thompson Falls, Mont.-based United States Antimony Corporation
produces and sells antimony and zeolite products.


US ANTIMONY: Posts 484,117 Net Loss for March 31 Quarter
--------------------------------------------------------
United States Antimony Corporation filed its quarterly report on
Form 10-Q, showing $84,117 net loss on $1.0 million revenues for
the three month ended March 31, 2010, compared with $239,044 net
loss on $474,736 revenues for the same period a year ago.

The Company's balance sheet at March 31, 2010, showed $4.0 million
in total assets and $1.0 million in total liabilities, for a total
stockholders' equity of $3.0 million.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?6398

Thompson Falls, Mont.-based United States Antimony Corporation
produces and sells antimony and zeolite products.

DeCoria, Maichel & Teague, P.S., in Spokane, Wash., expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that of the
Company's negative working capital and accumulated deficit.


US FIDELIS: Court Allows Committee to Investigate and Sue
---------------------------------------------------------
Bill Rochelle at Bloomberg News reports that a bankruptcy judge
authorized the Official Committee of Unsecured Creditors in US
Fidelis Inc.'s Chapter 11 case to undertake investigations and
file lawsuits based on claims belonging to the Debtor.

Bloomberg notes that US Fidelis is now under the control of a
chief restructuring officer.  The Company already sued the
brothers who own the Company to recover $101 million that the
complaint described as "wrongfully and improperly appropriated."
The Company says there are claims against other insiders, as well
as third parties, under theories of fraudulent transfer or
preference.  Some of the claims may be covered by the Company's
directors' and officers' liability-insurance policy.

                      About US Fidelis, Inc.

Wentzville, Missouri-based US Fidelis, Inc., is a marketer of
vehicle service contracts developed by independent and unrelated
companies.  The Company filed for Chapter 11 bankruptcy protection
on March 1, 2010 (Bankr. E.D. Mo. Case No. 10-41902).  Robert E.
Eggmann, Esq., at Lathrop & Gage, assists the Company in its
restructuring effort.  According to the schedules, the Company has
assets of $74,386,836, and total debts of $25,770,655.


UTGR INC: Gets Legislation Need for Plan Confirmation
-----------------------------------------------------
Bill Rochelle at Bloomberg News reports that UTGR Inc. can
schedule a confirmation hearing for approval of the reorganization
plan now that necessary legislation has been adopted.  Rhode
Island Governor Donald Carcieri signed a bill last week allowing
UTGR to halt dog racing and operate 24 hours a day, seven days a
week, company spokesman Patti Doyle told Bloomberg News in an e-
mail.

As reported by the TCR in January 2010, UTGR reached a compromise
with unsecured creditors, allowing the bankruptcy judge to approve
a disclosure statement explaining the reorganization plan.
Instead of 5%, unsecured creditors will receive a 65% recovery.
For a recovery estimated at 89%, first-lien creditors owed $415
million will receive all the new stock plus a $300 million secured
note.  Second-lien creditors, owed $145 million, are to receive
half of sale proceeds between $475 million and $575 million if the
facility is sold within three years. They are to have 75% of sale
proceeds above $575 million.

The Plan provided that a condition precedent to it being effective
is the passage of certain legislation by the Rhode Island General
Assembly to enhance the Debtors' financial viability, including an
extension in operating hours at Twin River to 24 hours a day, 7
days a week, and the elimination of the legislative requirement
that the Debtors must conduct live dog racing to maintain their
VLT license.

UTGR Inc. is the operator of the Twin River racetrack-casino in
Lincoln, Rhode Island.  UTGR filed for Chapter 11 on June 23
(Bankr. D. Rhode Island Case No. 09-12418).  The Debtors selected
Jager Smith P.C. as counsel, and Winograd, Shine & Zacks P.C. as
their co-counsel.  It also hired Zolfo Cooper LLC as bankruptcy
consultants and special financial advisors.  Donlin Recano serves
as claims and notice agent.  In its bankruptcy petition, the
Company estimated assets of less than $500 million and debt
exceeding $500 million.


WASHINGTON MUTUAL: Seeks to Move Plan Hearing to Aug. 2
-------------------------------------------------------
Washington Mutual, Inc. and WMI Investment Corp. seek permission
from Judge Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware to establish uniform procedures and
deadlines concerning objections to the confirmation of the Second
Amended Joint Chapter 11 Plan and accompanying disclosure
statement and related discovery.

Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, relates that with Plan confirmation clearly
in sight, various parties have served largely overlapping
informal and formal discovery requests among the settling parties
composed of the Debtors; the Official Committee of Unsecured
Creditors; JPMorgan Chase Bank, N.A.; the Federal Deposit
Insurance Corp., in both its corporate capacity and as receiver
for Washington Mutual Bank; and certain creditor groups in
connection with the Plan and the Global Settlement Agreement
embodied in the Plan.  Other parties, he notes, consisting of the
Official Committee of Equity Security Holders and a purported
consortium of Trust Preferred security holders have made requests
that are "extremely broad" and "demand irrelevant information far
beyond what is needed to evaluate the Plan and the Agreement."

"Responding on a piecemeal basis to these multiple, overlapping,
and broad requests would result in substantial and unwarranted
cost, burden, and delay," says Mr. Collins.  Accordingly, it is
important to implement a discovery mechanism designed to promote
disclosure, expedience, and access to the Court, if necessary, he
maintains.

To facilitate an orderly and efficient discovery and confirmation
process, the Debtors seek to establish and implement exclusive
global discovery procedures pursuant to Sections 105(a) of the
Bankruptcy Code and Rule 7026 of the Federal Rules of Bankruptcy
Procedure concerning:

  (i) access to pertinent materials relating to the Global
      Settlement, including non-privileged communications
      between the parties negotiating the settlement;

(ii) access to non-privileged materials actually relied on by
      the Debtors and their counsel in connection with their
      analysis of claims and the Global Settlement;

(iii) depositions or interviews with individuals who engaged in
      negotiations regarding the Global Settlement concerning
      those negotiations, as appropriate;

(iv) confidentiality protections and limitations on access to
      any of the foregoing materials, as is appropriate; and

  (v) protection against the inadvertent waiver of privileges,
      attorney work product, and other immunities from
      disclosure as is necessary to foster access to the
      pertinent materials without undue delay.

Against this backdrop, the Debtors ask Judge Walrath to
reschedule the hearing to consider confirmation of the Plan to
August 2 to 4, 2010, commencing at 9:30 a.m.

"By extending the previously requested date [for the Confirmation
Hearing], the Requesting Parties as well as any others which
would qualify under the proposed procedures, would have more than
sufficient time to address their discovery needs," Mr. Collins
avers.

                  Global Discovery Procedures

The Debtors intend to publish, on or before June 21, 2010, a
Witness List setting forth (i) the names of the witnesses the
Debtors anticipate presenting at the Confirmation Hearing; and
(ii) the general area for which the testimony of any that witness
will be offered.  In the event the Debtors determine to
supplement the Witness List subsequent to the July 19, 2010
proposed deadline for filing confirmation objections, they will
publish a supplement to the Witness List.

The Debtors would not be required to present any witness nor
precluded from offering witnesses at the Confirmation Hearing
that do not appear on the Witness List.

For purposes of the Confirmation Hearing, the Debtors may present
the testimony of any designated person by direct examination, a
proffer of that Person's testimony; use deposition testimony in
accordance with Rule 7032 of the Federal Rules of Bankruptcy
Procedure; or submit an affidavit of that Person.  In the event
the Debtors intend to introduce that testimony by the submission
of one or more affidavits, those Affidavits will be filed with
the Bankruptcy Court and served in accordance with the provisions
of the Local Rules of Bankruptcy Practice and Procedure of the
U.S. Bankruptcy Court for the District of Delaware no later than
two days prior to the Confirmation Hearing.  The Affiant should
be present at the Confirmation Hearing and be available for
cross-examination.

              Discovery of WaMu & Settling Parties

Any eligible party or party-in-interest who files an initial
objection to the confirmation of the Plan on or prior to June 21,
2010, will be entitled to seek appropriate discovery of the
Settling Parties in connection with the Plan confirmation and the
Global Settlement Agreement.  The Global Discovery Procedures,
however, will not preclude an Eligible Objectant from filing a
supplemental objection to confirmation to raise additional
objections and provide legal and factual support on or prior to
the Objection Deadline.  An Eligible Objectant may also
supplement an Initial Objection by (i) providing additional legal
authorities and argument in support of the Initial Objection, and
(ii) including factual bases developed through the course of
Discovery.

Any party-in-interest who does not file an Initial Objection will
not be permitted to seek discovery of the Settling Parties by any
method in connection with confirmation of the Plan and the Global
Settlement.

Nothing in the Procedures, however, should inhibit the rights of
any party-in-interest to object to confirmation of the Plan
during the period from June 21, 2010 up to and including the
Objection Deadline and to attend, but not participate in,
depositions taken pursuant to Deposition Notices and prosecute
that Objection during the Confirmation Hearing.

                         Document Depository

The Debtors intend to establish and staff, on or before June 23,
2010, an electronic document depository.  It will include these
depository documents:

  (a) The Settling Parties' relevant non-privileged documents
      concerning resolution of disputes with the Debtors,
      including documents concerning issues associated with the
      Global Settlement;

  (b) The Debtors' relevant non-privileged documents actually
      relied on by the Debtors and their counsel in analyzing
      the various claims and causes of action being compromised
      and settled and assets referenced in the Plan, including
      Washington Mutual Bank documents;

  (c) The Debtors' relevant non-privileged documents concerning
      the Debtors' investigation of JPMorgan Chase pursuant to
      Rule 2004 of the Federal Rules of Bankruptcy Procedure;
      and

  (d) The Debtors' relevant non-privileged documents supporting
      the analysis of The Blackstone Group, as set forth in the
      Disclosure Statement.

The Depository will contain an electronic index of all documents
it contains.  The Debtors will use their reasonable best efforts
to place Depository Documents in the Depository in accordance
with certain categories.  Any Eligible Objectant who executes an
acknowledgement will be provided access to the Depository within
one day of execution and delivery.  The Debtors and the other
Settling Parties will prepare a privilege log of all documents,
which will be posted in the Depository on or prior to June 23,
2010.

                      Additional Discovery

Any of the Eligible Objectants may serve, on or before June 28,
2010, upon or notice the Debtors or the other Settling Parties
only these types of discovery requests in connection with the
Confirmation Hearing and the Global Settlement:

  -- Requests for Production pursuant to Rule 34 of the Federal
     Rules of Civil Procedure, as incorporated by Rules 7034 and
     9014 of the Federal Rules of Bankruptcy Procedure

  -- Notices for Depositions upon Oral Examination of the
     persons on the Debtors' Witness List

  -- Requests for Admissions solely with respect to the
     authentication of documents intended to be offered as
     exhibits at the Confirmation Hearing

In the event an Eligible Objectant determines a need to depose
someone other than a person listed on the Debtors' Witness List,
on or before June 28, 2010, the Eligible Objectant will provide
the Debtors and the other Settling Parties a list of those
Additional Persons and state the relationship of that Person to
the Initial Objection it interposed.  The Court will conduct a
status conference on July 8, 2010, at 10:00 a.m., to determine
whether those persons should be deposed.

Any Production Request must be served on or before June 28, 2010.
The Debtors and other Settling Parties will respond to a
Production Request on or before July 6.  Subsequently, an
Eligible Objectant that receives documents in response to a
Production Request may, on or prior to July 19, 2010, supplement
the Initial Objection.

                    Designation of Witnesses
             and Discovery of Eligible Objectants

The Procedures will not be construed to limit the rights of the
Debtors, the Creditors' Committee, or any other party-in-interest
from taking discovery of any Eligible Objectant through the use
of (i) a Production Request; (2) a Deposition Notice, or (3) an
Admission Request.

The Objecting Parties will file, on or before June 21, 2010, a
list of witnesses they anticipate to present at the Confirmation
Hearing, including the date during the period from June 28, 2010
up to and including July 16, 2010.

                       Discovery Disputes

In the event a dispute arises concerning any request for
discovery in connection with confirmation of the Plan, the party
alleging non-compliance with the request will inform the non-
responsive party of that dispute.  The Debtors will inform the
Court of the existence of any Dispute as soon as possible to
resolve or rule upon any of those issues.

              Pre-Confirmation Hearing Conference

The Debtors ask Judge Walrath to conduct a pre-Confirmation
Hearing conference on or about July 28, 2010, to discuss motions
in limine; the presentation of testimony in support and in
opposition to confirmation of the Plan; the number of witnesses
to be presented; the estimated time for presentation of
witnesses' testimony and the pre-admission of exhibits to be
offered at the Confirmation Hearing.

A full-text copy of the Proposed Global Confirmation Procedures
is available at no charge at:

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

The Debtors further ask the Court to approve the provisions
governing Confidential Information or Highly Confidential
Information contained in the Proposed Global Confirmation
Procedures.

A hearing to consider the Debtors' Motion is slated for June 3,
2010.  Objections, if any, must be filed by June 2.

                    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: U.S. Trustee Raises Objections to Plan Outline
-----------------------------------------------------------------
Roberta A. De Angelis, acting United States Trustee for Region 3,
cites "two key problems" with the Debtors' request for the
approval of the Disclosure Statement accompanying their Chapter
11 Plan of Reorganization.

Soliciting a "consensual" release and prosecuting a non-
consensual, third party release are mutually exclusive events,
Joseph J. McMahon, Jr., Esq., Trial Attorney at the U.S.
Department of Justice at the Office of the U.S. Trustee,
contends.  "If the consent of parties-in-interest to the release
provisions is irrelevant to the Debtors because the third-party
release is critical to the Plan's implementation, the Debtors
should be left to their 'zero-sum' strategy and should not be
permitted to solicit releases from creditors based on the false
premise that their choice matters."

The "trap door" concept -- if you don't give a release, you lose
your distribution -- is unduly coercive and effectively vitiates
any proposed consent that may be obtained, Mr. McMahon argues.
Furthermore, he notes, the provision probably renders the plan
unconfirmable as creditors within voting classes will undoubtedly
be unfairly discriminated against depending on whether they gave
a release.

The U.S. Trustee complains that the Debtors seem to be seeking
authority to solicit a "consensual" third-party release that is
not consensual.

The holders of senior notes issued by Washington Mutual Bank also
argue that the Plan is unconfirmable on its face, because it has
several features that are contrary to the terms of the Bankruptcy
Code and controlling case law.  The Bank Bondholders specifically
point out that the Plan:

  (i) provides for inferior treatment of the claims of the Bank
      Bondholders and other holders of Senior Notes issued by
      WaMu Bank;

(ii) provides for certain favored creditors, certain holders of
      senior and subordinated notes issued by WaMu to have their
      legal fees paid in full without any Court review;

(iii) has provisions that contemplates "the forced imposition of
      non-consensual releases on creditors, including the Bank
      Bondholders, of their claims against numerous non-debtors;
      and

(iv) includes several "death traps" under which creditors,
      including the Bank Bondholders, will receive distributions
      only if they vote for the Plan and agree to release their
      claims against third-party non-debtors.

Certain holders of senior and subordinated notes issued by WaMu
Bank are "not happy" with either the Plan or the Global
Settlement Agreement contained in the Plan.  The WMB Noteholders
Group says it "does not understand Class 17 of the Plan."  The
WMB Noteholders cite that even if the Court ultimately decides to
confirm the Plan in its present form, a number of inconsistencies
and ambiguities in the Disclosure Statement concerning Claim
Class 17 need to be resolved or at least explained, so that the
Bank Noteholder Group members who are included in Class 17 will
have adequate information enabling them to make an informed
decision as to whether to accept or reject the Plan.  The Plan
and Disclosure Statement should also be clarified to provide that
the contractual subordination provisions are intended to govern
over conflicting Plan provisions, the WMB Noteholders add.

A consortium of holders of interests subject to treatment under
Class 19 of the Plan, on the other hand, asks the Court to compel
the Debtors to modify the Second Amended Disclosure Statement and
Plan to provide disclosures regarding, among other things, the
amount of discovery conducted in connection with the adversary
proceedings in the Chapter 11 cases, current status of asset
trusts associated with Trust Preferred Securities, and the value
of assets proposed to be transferred to JPMorgan.

In a supplemental objection filed with the Court, Broadbill
Investment Corp. said that the Second Amended Plan and Disclosure
Statement, which purports to prohibit parties that filed timely
objections to the Initial Proposed Disclosure Statement from
objecting to the Second Proposed Disclosure Statement unless they
filed a supplemental objection, is "over the top."

Wells Fargo Bank, National Association, maintains that the
Disclosure Statement fails to adequately describe the Rights
Offering or provide any explanation as to why the Rights Offering
is not made available to all PIERS Noteholders.  Wells Fargo
asserts that to the extent the Debtors determine to proceed with
the Rights Offering as currently structured, the Disclosure
Statement should be revised to better explain (i) the Rights
Offering eligibility requirements; (ii) the rationale for not
permitting all PIERS Noteholders to participate in the Rights
Offering; (iii) the value of the Rights Offering, if any, that
would be ascribed to the recoveries of those parties that
participate; and (iv) how that imputed value will affect the
recoveries of all PIERS Noteholders, including those who are not
permitted to, or choose not to participate in the Rights
Offering.

Wells Fargo is successor Indenture Trustee under the Indenture
dated as of April 30, 2001, between WaMu and The Bank of New
York, as initial Trustee, and Successor Guarantee Trustee under
that certain Guarantee Agreement, dated as of April 30, 2001,
between WaMu as guarantor and BNY as initial guarantee trustee.

National Western Life Insurance Company and American National
Insurance Company and its affiliates, American National Property
and Casualty Company, Farm Family Life Insurance Company, and
Family Casualty Insurance Company hold bonds issued by WMB.  The
Bondholders are collectively referred to as the "Texas Group."
In a case pending in the U.S. District Court for the District of
Columbia styled American National Insurance Company v. FDIC, the
Texas Group alleges that JPMorgan intentionally interfered with
their contract rights under the WMB Bonds.  In this regard, the
Texas Group contends that the Debtors have no ownership right in
the Texas Group Litigation, and that the JPMorgan entities and
the FDIC are judicially estopped from enforcing any provision of
the Global Settlement Agreement that purports to divest the
Columbia District Court of jurisdiction over the Texas Group's
action.  Thus, the Texas Group insists that provisions in the
Second Amended Disclosure Statement relating to release,
dismissal and bar of its actions "are a nullity, and constitute
illusory consideration."

The California Department of Toxic Substances Control complains
that:

  -- the Disclosure Statement and Plan are "not clear" about how
     much of the liability on its proof of claim JPMorgan Chase
     is assuming;

  -- the Disclosure Statement fails to fully explain the Plan's
     definition of "Claim," which is inconsistent from that in
     the Section 101(5) of the Bankruptcy Code and is
     "ambiguous;" and

  -- the Disclosure Statement does not include the BKK
     Litigation in the list of material litigation.  DTSC
     estimates that the total response costs for the BKK
     landfill will exceed $600,000,000.

The BKK Joint Defense Group joins in the DTSC's Objections.  The
BKK Group filed Claim No. 2405 in the Debtors' cases for response
costs incurred concerning a closed hazardous waste landfill that
was created, owned and operated by the corporate predecessors of
WaMu and its prepetition affiliates.

Nantahala Capital Partners, LP, and Blackwell Partners, L.P., as
claimants that own Litigation Tracking Warrants with respect to
the Debtors' cases, lament that the Plan is "improperly designed
to strip the value of the LTWs from its holders."  Nantahala and
Blackwell complain that the Debtors, under the Second Amended
Disclosure Statement, attempted to provide for a reserve if for
Non-Subordinated Bank Bondholder claims, which was not made with
respect to the holders of LTWs.  Moreover, the Disclosure
Statement does not provide the basis or the reason for the
retroactive sale of the Plan Contribution Assets pursuant to the
Global Settlement Agreement, Nantahala and Blackwell note.

Paulson & Co. Inc., a creditor of WaMu, asserts that the Second
Amended Plan only addresses some, but not all, of the potential
effects of the subordination provisions of junior notes of WaMu.

Philipp Schabel, an equity security holder of WaMu, contends that
the Disclosure Statement lack information critical to an
understanding of Plan, including (i) potential claims against
JPMorgan, the Debtors' directors and officers, and the FDIC; and
(ii) disclosures regarding the current "ownership" of the Trust
Preferred Securities and current status of the Asset trusts
underlying the Trust Preferred Securities.

More than 100 shareholders also objected to the Disclosure
Statement.  They note that Debtors have been selling WaMu assets
with blatant disregard for the true value of those assets.

A hearing to consider approval of the Disclosure Statement has
been slated for June 3, 2010.

                    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: Senior Noteholders Join Calls for Conversion
---------------------------------------------------------------
Holders of senior notes issued by Washington Mutual Bank join in
the Washington Mutual Inc. Noteholders Group's motion for the
conversion of the Debtors' Chapter 11 cases into a Chapter 7
proceeding.

Among the WMB Bank Bondholders are Anchorage Capital Master
Offshore, Ltd. and certain of its affiliates; Citigroup Global
Markets, Inc.; DE Shaw Laminar Portfolios, L.L.C.; and Longacre
Master Fund Ltd. and certain of its affiliates.

The Bank Bondholders point out that the so-called "Global
Settlement," contemplated in the WaMu Plan has not been fully
executed by all interested parties like the subordinated WaMu
holders, which include the Appaloosa Parties, the Centerbridge
Parties and the Aurelius Parties.  Moreover, even if parties to
the Global Settlement sign on the pact, it is by no means
"global" because the Bank Bondholders -- who have billions of
dollars in claims against the WaMu estates -- have certainly not
agreed to either the proposed settlement or the Plan, Timothy P.
Cairns, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, argues.

Mr. Cairns also contends that there is "no reorganization
benefit" to be lost by converting the case or appointing a
trustee to administer the Debtors' estates because 18 months into
the case, the Debtors' professionals have been unable to
negotiate a deal that all parties with real economic interests
can accept.

                       Creditor Responses

Chris Stovic, a Washington Mutual creditor, says he supports the
Chapter 7 Conversion Motion.  He complains that the Exclusivity
Periods in the Debtors' cases have been extended several times,
but the Bankruptcy Court has failed to protect "individual legal
rights," including his rights.

Marilyn Howard, another WaMu creditor, objects to any discharge
of debt by WaMu under a Chapter 7 proceeding.  She expects full
payment of her claim against the Debtors.

                    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: Equity Committee Wants to Probe Management
-------------------------------------------------------------
Pursuant to Rule 2004 of the Federal Rules of Bankruptcy
Procedure, the Official Committee of Equity Security Holders for
Washington Mutual Inc. asks Judge Walrath to direct the Debtors to
(i) produce documents responsive to its documents requests; and
(ii) respond to certain interrogatories on or before June 15,
2010.

The Equity Committee specifically seeks:

  (1) Any analysis of the claims in the cases involving the
      Debtors and JP Morgan Chase or of the claims at issue in
      the Rule 2004 examination of JPMorgan that the Debtors
      conducted pursuant to a June 24, 2009 Court order;

  (2) Any analysis of claims against any current or former
      directors or officers of Washing Mutual Inc. or Washington
      Mutual Bank;

  (3) Any analysis of any business tort claim against JPMorgan;

  (4) Any analysis of potential claims against any third-
      parties, including Goldman Sachs, Bank Santander, and any
      accounting firm;

  (5) Summaries of transcripts or interviews with any witnesses
      conducted in connection with the bankruptcy;

  (6) Any analysis of any federal or state criminal or civil
      investigation, including the United States Senate
      investigation into WaMu;

  (7) Any cast of characters, hot document set, memos analyzing
      documents, or other work-product created by the Debtors'
      counsel related to documents, dates, or people involved in
      the litigation or the Debtors' investigation;

  (8) Any expert work product created in conjunction with any of
      the claims or potential claims against JPMorgan, the
      Federal Deposit Insurance Corporation, former officers and
      directors, Goldman Sachs, Bank Santander, or any
      accounting firm;

  (9) Any analysis by the Debtors' advisors of any issues
      relevant to any of the claims against JPMorgan, the FDIC,
      former officers and directors, Goldman Sachs, Bank
      Santander, or any accounting firm; and

(10) Any analysis of any party's responses to discovery
      requests.

A full-text copy of the Equity Committee's 1st Document Requests
on WaMu is available for free at:

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

Gregory A. Taylor, Esq., at Ashby & Geddes, P.A., in Wilmington,
Delaware, reports that despite the Bankruptcy Court's May 5th
instruction to the Debtors and the Official Committee of
Unsecured Creditors to provide the Equity Committee with open
access to information, the Debtors have failed to timely respond
to information that underlie the Plan and the proposed Global
Settlement under the Plan and in particular, the Debtors'
rationale for abandoning the potential multi-billion dollar
claims against JPMorgan Chase arising out of the prepetition
seizure and sale of Washington Mutual Bank to JPMorgan.

Given that the Debtors are seeking confirmation of the Plan in a
little over a month, the Equity Committee can no longer await the
Debtors' voluntary compliance of its discovery requests, Mr.
Taylor says.

The Equity Committee insists that it requires, and is entitled
to, sufficient time to obtain, review, and analyze the documents
produced and to formulate an informed objection to approval of
the Plan and the proposed Global Settlement.

In a separate filing, the Equity Committee asks Judge Walrath to
schedule an expedited hearing on its request for June 3, 2010,
and to allow objections to the same request no later than June 2.

                    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).


* Bank Failures This Year Now 78 as 5 Banks Shut Friday
-------------------------------------------------------
Regulators on Friday shut down five banks -- Sun West Bank, Las
Vegas, NV; Bank of Florida - Southwest, Naples, FL; Bank of
Florida - Tampa, Tampa, FL; Bank of Florida - Southeast, Fort
Lauderdale, FL; Granite Community Bank, NA  Granite Bay; and
Pinehurst Bank, Saint Paul, MN, -- on May 28, raising the total
banks shuttered to 78 this year.

The Federal Deposit Insurance Corp. was appointed as receiver for
the five closed banks.

EverBank, Jacksonville, Florida, acquired the banking operations,
including all the deposits, of three Florida-based institutions.
To protect depositors, the FDIC entered into a purchase and
assumption agreement with EverBank.

In accordance with Federal law, allowed claims against failed
financial institutions will be paid, after administrative
expenses, in this order of priority:

     1. Depositors
     2. General Unsecured Creditors
     3. Subordinated Debt
     4. Stockholders

                    2010 Failed Banks List

The FDIC was appointed as receiver for the closed banks.  To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with various banks that agreed to assume the
deposits of most of the closed banks.  The FDIC also entered into
loss-share transactions on assets bought by the banks.

For this year, the failed banks are:

                               Loss-Share
                               Transaction Party     FDIC Cost
                  Assets of    Bank That Assumed   to Insurance
                  Closed Bank  Deposits & Bought      Fund
Closed Bank       (millions)   Certain Assets       (millions)
-----------       ----------   --------------      -----------
Sun West Bank           $360.7    City National Bank       $96.7
Granite Community       $102.9    Tri Counties Bank        $17.3
Bank of Fla- Southeast  $595.3    EverBank                 $71.4
Bank of Fla- Southwest  $559.9    EverBank                 $91.3
Bank of Fla- Tampa Bay  $245.2    EverBank                 $40.3
Pinehurst Bank           $61.2    Coulee Bank               $6.0
Southwest Community      $96.6    Simmons First Nat'l      $29.0
New Liberty Bank        $109.1    Bank of Ann Arbor        $25.0
Satilla Community Bank  $135.7    Ameris Bank              $31.3
Midwest Bank & Trust  $3,170.0    Firstmerit Bank         $216.4
1st Pacific Bank        $335.8    City National Bank       $87.7
Access Bank              $32.0    PrinsBank, Prinsburg      $5.5
Towne Bank of Ariz      $120.2    Commerce Bank            $41.8
The Bank of Bonifay     $242.9    First Federal Bank       $78.7
Frontier Bank         $3,500.0    Union Bank, NA        $1,370.0
BC National Banks        $67.2    Community First          $11.4
Champion Bank           $187.3    BankLiberty              $52.7
CF Bancorp            $1,650.0    First Michigan Bank     $615.3
Westernbank PR       $11,940.0    Banco Popular de PR   $3,310.0
R-G Premier Bank      $5,920.0    Scotiabank de PR      $1,230.0
Eurobank, SJ, PR      $2,560.0    Oriental Bank & Trust   $743.9
Lincoln Park Savings    $199.9    Northbrook Bank          $48.4
Peotone Bank            $130.2    First Midwest            $31.7
Wheatland Bank          $437.2    Wheaton Bank            $133.0
New Century Bank        $485.6    MB Financial            $125.3
Citizens Bank&Trust      $77.3    Republic Bank            $20.9
Broadway Bank         $1,200.0    MB Financial            $394.3
Amcore Bank           $3,800.0    Harris                  $220.3
Lakeside Community       $53.0    People's United          $11.2
Innovative Bank         $268.9    Center Bank              $37.8
City Bank             $1,130.0    Whidbey Island          $323.4
Butler Bank             $233.2    People's United          $22.9
AmericanFirst Bank       $90.5    TD Bank, N.A.            $10.5
First Federal           $393.3    TD Bank, N.A.             $6.0
Riverside National    $3,420.0    TD Bank, N.A.           $491.8
Tamalpais Bank          $628.9    Union Bank, N.A.         $81.1
Beach First National    $585.1    Bank of NC              $130.3
McIntosh Commercial     $362.9    CharterBank, West Point $123.3
Desert Hills Bank       $496.6    New York Community Bank $106.7
Unity National Bank     $292.2    Bank of the Ozarks       $67.2
Key West Bank            $88.0    Centennial Bank          $23.1
State Bank of Aurora     $28.2    Northern State Bank       $4.2
First Lowndes Bank      $137.2    First Citizens Bank      $38.3
Bank of Hiawassee       $377.8    Citizens South Bank     $137.7
Appalachian Community $1,010.0    Community & Southern    $419.3
Advanta Bank Corp.    $1,600.0    - None -                $635.6
Century Security         $96.5    Bank of Upson            $29.9
American National        $70.3    National Bank and Trust  $17.1
The Park Avenue Bank    $520.1    Valley National Bank     $50.7
Statewide Bank          $243.2    Home Bank, Lafayette     $38.1
Old Southern Bank       $315.6    Centennial Bank          $94.6
LibertyPointe Bank      $209.7    Valley National          $24.8
Sun American Bank       $535.7    First-Citizens Bank     $103.8
Waterfield Bank         $155.6    {FDIC Created}           $51.0
Centennial Bank         $215.2    Zions Bank               $96.3
Bank of Illinois        $211.7    Heartland Bank           $53.7
Rainier Pacific Bank    $446.2    Umpqua Bank, Roseburg    $95.2
Carson River Community   $51.1    Heritage Bank of Nevada   $7.9
George Washington       $412.8    FirstMerit Bank         $141.4
La Jolla Bank         $3,600.0    OneWest Bank, FSB       $882.3
The La Coste Nat'l       $53.9    Community National        $3.7
Marco Community Bank    $119.6    Omaha Bank               $38.1
1st American State       $18.2    Community Development     $3.1
First National Bank     $832.6    Community & Southern    $260.4
Florida Community       $875.5    Premier American Bank   $352.6
American Marine Bank    $373.2    Columbia State Bank      $58.9
Marshall Bank, N.A.      $59.9    United Valley Bank        $4.1
First Regional Bank   $2,180.0    First-Citizens Bank     $825.5
Comm. Bank & Trust    $1,210.0    SCBT, N.A.              $354.5
Charter Bank          $1,200.0    Charter, Albuquerque    $201.9
Evergreen Bank          $488.5    Umpqua Bank, Roseburg    $64.2
Columbia River Bank   $1,100.0    Columbia State Bank     $172.5
Bank of Leeton           $20.1    Sunflower Bank            $8.1
Premier American Bank   $350.9    Bond Street subsidiary   $85.0
Town Community           $69.6    Bank First American      $17.8
St. Stephen State        $24.7    First State Bank          $7.2
Barnes Banking          $827.8    {DINB Created}          $271.3
Horizon Bank          $1,400.0    Washington Federal      $539.1

In 2009, there were 140 failed banks, compared with just 25 for
2008.

A complete list of banks that failed since 2000 is available at:

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

               775 Banks Now in FDIC's Problem List

The number of institutions on the Federal Deposit Insurance
Corp.'s "Problem List" rose to 775, up from 702 at the end of
2009. In addition, the total assets of "problem" institutions
increased during the quarter from $403 billion to $431 billion.
These levels are the highest since June 30, 1993, when the number
and assets of "problem" institutions totaled 793 and $467 billion,
respectively, but the increase in the number of problem banks was
the smallest in four quarters.

"Problem" institutions are those institutions with financial,
operational, or managerial weaknesses that threaten their
continued financial viability.  They are rated by the FDIC or
Office of the Thrift Supervision as either a "4" or "5", based on
a scale of 1 to 5 in ascending order of supervisory concern.
The Problem List is not divulged to the public.  No advance notice
is given to the public when a financial institution is closed.

The FDIC says that 41 institutions failed during the first
quarter.  Chairman Bair noted that the vast majority of "problem"
institutions do not fail.

According to the FDIC, its Deposit Insurance Fund (DIF) balance
improved for the first time in two years.  The DIF balance -- the
net worth of the fund -- increased slightly to negative $20.7
billion, from negative $20.9 billion (unaudited) on December 31,
2009.  The fund balance reflects a $40.7 billion contingent loss
reserve that has been set aside to cover estimated losses.  Just
as banks reserve for loan losses, the FDIC has to set aside
reserves for anticipated closings.  Combining the fund balance
with this contingent loss reserve shows total DIF reserves of
$20 billion.  Total insured deposits increased by 1.3%
($70.0 billion) during the first quarter.

The FDIC's liquid resources - cash and marketable securities -
remained strong.  Liquid resources stood at $63 billion at the end
of the first quarter, a decline from $66 billion at year-end 2009.
To provide the funds needed to resolve failed institutions in 2010
and beyond without immediately reducing the industry's earnings
and capital, the FDIC Board approved a measure on November 12,
2009, that required most insured institutions to prepay
approximately three years' worth of deposit insurance premiums -
about $46 billion - at the end of 2009.

Chairman Bair concluded by stating, "There will be more failures,
to be sure. The banking system still has many problems to work
through, and we cannot ignore the possibility of more financial
market volatility. But the positive signs I've outlined today
suggest that the trends continue to move in the right direction."

               Problem Institutions      Failed Institutions
               --------------------      -------------------
Year           Number  Assets (Mil)      Number  Assets (Mil)
----           ------  ------------      ------  ------------
2009              702      $402,800         140       $169,700
2008              252      $159,405          25       $371,945
2007               76       $22,189           3         $2,615
2006               50        $8,265           0             $0
2005               52        $6,607           0             $0
2004               80       $28,250           4           $170

A copy of the FDIC's Quarterly Banking Profile for the quarter
ended March 31, 2010, is available for free at:

                http://bankrupt.com/misc/FDIC_QBP_Q1_10.pdf


* S&P's 2010 Global Defaults Tally Now at 34
--------------------------------------------
One global corporate issuer defaulted this week, raising the year-
to-date 2010 tally to 34, said an article published May 28 by
Standard & Poor's, titled "Global Corporate Default Update (May 21
- 27, 2010) (Premium)."

By region, the current year-to-date default tallies are 23 in the
U.S., two in Europe, three in the emerging markets, and six in the
other developed region (Australia, Canada, Japan, and New
Zealand).  So far this year, distressed exchanges account for 11
defaults, Chapter 11 filings account for 10, missed interest or
principal payments are responsible for seven, regulatory
directives and receiverships are responsible for one each, and the
remaining four defaulted issuers are confidential.

Of the global corporate defaulters in 2010, 38% of issues with
available recovery ratings had recovery ratings of '6' (indicating
our expectation for negligible recovery of 0%-10%), 12% of the
issues had recovery ratings of '5' (modest recovery prospects of
10%-30%), 12% had recovery ratings of '4' (average recovery
prospects of 30%-50%), and 19% had recovery ratings of '3'
(meaningful recovery prospects of 50%-70%).  And for the remaining
two rating categories, 15% of the issues had recovery ratings of
'2' (substantial recovery prospects of 70%-90%) and 4% of issues
had recovery ratings of '1' (very high recovery prospects of 90%-
100%).


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                                       Total
                                            Total     Share-
                                Total     Working   Holders'
                               Assets     Capital     Equity
Company          Ticker        ($MM)      ($MM)      ($MM)
-------          ------       ------     -------   --------
ACCO BRANDS CORP   ABD US       1,062.7      240.1     (118.0)
AFC ENTERPRISES    AFCE US        116.6       (2.7)     (18.2)
ALEXZA PHARMACEU   ALXA US         67.1       24.2      (18.8)
ALLIANCE DATA      ADS US       7,919.8    3,352.2      (53.6)
AMER AXLE & MFG    AXL US       1,967.6       (0.3)    (545.4)
AMR CORP           AMR US      25,525.0   (1,407.0)  (3,892.0)
ARIAD PHARM        ARIA US         50.4       (8.2)    (110.8)
ARRAY BIOPHARMA    ARRY US        131.5       21.5     (109.5)
ARVINMERITOR INC   ARM US       2,769.0      345.0     (877.0)
AUTOZONE INC       AZO US       5,425.0     (100.6)    (421.7)
BLUEKNIGHT ENERG   BKEP US        303.6      (15.3)    (147.2)
BOARDWALK REAL E   BEI-U CN     2,378.3        -        (45.0)
BOARDWALK REAL E   BOWFF US     2,378.3        -        (45.0)
CABLEVISION SYS    CVC US       7,364.2       54.8   (6,201.5)
CARDTRONICS INC    CATM US        449.3      (36.6)      (2.3)
CC MEDIA-A         CCMO US     17,400.0    1,279.2   (7,054.8)
CENTENNIAL COMM    CYCL US      1,480.9      (52.1)    (925.9)
CENVEO INC         CVO US       1,563.5      212.7     (180.6)
CHENIERE ENERGY    CQP US       1,883.2       37.6     (491.7)
CHENIERE ENERGY    LNG US       2,736.6      212.8     (468.7)
CHOICE HOTELS      CHH US         360.6       (6.3)    (115.0)
CINCINNATI BELL    CBB US       2,589.6       (3.3)    (634.6)
COMMERCIAL VEHIC   CVGI US        276.8      105.5      (10.7)
CONSUMERS' WATER   CWI-U CN       895.2       (5.3)    (254.9)
CUMULUS MEDIA-A    CMLS US        323.1      (32.4)    (372.3)
DENNY'S CORP       DENN US        313.7      (24.7)    (119.0)
DISH NETWORK-A     DISH US      8,689.0      305.1   (1,850.3)
DOMINO'S PIZZA     DPZ US         427.6       92.8   (1,290.0)
DUN & BRADSTREET   DNB US       1,699.5     (454.1)    (778.3)
EASTMAN KODAK      EK US        7,178.0    1,588.0      (53.0)
EPICEPT CORP       EPCT SS          6.3        0.2      (12.7)
EXELIXIS INC       EXEL US        284.2      (32.7)    (199.3)
FORD MOTOR CO      F US       195,485.0   (7,269.0)  (5,437.0)
FORD MOTOR CO      F BB       195,485.0   (7,269.0)  (5,437.0)
GENCORP INC        GY US        1,018.7      114.6     (268.0)
GLG PARTNERS-UTS   GLG/U US       403.5      155.5     (285.9)
GRAHAM PACKAGING   GRM US       2,126.4      187.6     (629.0)
GREAT ATLA & PAC   GAP US       2,827.2      201.3     (396.4)
HALOZYME THERAPE   HALO US         65.2       48.9       (3.2)
HEALTHSOUTH CORP   HLS US       1,716.1       90.6     (474.5)
HOVNANIAN ENT-A    HOV US       2,100.2    1,222.4     (110.7)
IDENIX PHARM       IDIX US         61.0       16.8      (20.7)
INCYTE CORP        INCY US        502.7      332.9     (114.4)
INTERMUNE INC      ITMN US        190.9      102.8      (21.3)
IPCS INC           IPCS US        559.2       72.1      (33.0)
JAZZ PHARMACEUTI   JAZZ US        106.7      (31.2)     (69.0)
JUST ENERGY INCO   JE-U CN      1,387.1     (387.0)    (356.5)
KNOLOGY INC        KNOL US        641.7       30.9      (28.3)
LIBBEY INC         LBY US         776.9      128.0      (18.3)
LIN TV CORP-CL A   TVL US         780.6       22.9     (164.2)
LINEAR TECH CORP   LLTC US      1,615.8      742.7      (50.7)
LORILLARD INC      LO US        2,902.0      718.0      (37.0)
MAGMA DESIGN AUT   LAVA US        123.3       (3.4)      (7.2)
MAGUIRE PROPERTI   MPG US       3,517.3        -       (830.6)
MANNKIND CORP      MNKD US        243.3        8.5     (100.9)
MEAD JOHNSON       MJN US       1,996.7      319.9     (583.7)
METALS USA HOLDI   MUSA US        655.4      294.1      (43.0)
MOODY'S CORP       MCO US       2,003.3     (138.9)    (534.0)
NATIONAL CINEMED   NCMI US        620.4      106.9     (462.7)
NAVISTAR INTL      NAV US       9,126.0    1,277.0   (1,622.0)
NEUROGESX INC      NGSX US         43.6       28.7       (8.3)
NEWCASTLE INVT C   NCT US       3,471.2        -     (1,117.8)
NEXSTAR BROADC-A   NXST US        619.8       36.9     (176.3)
NPS PHARM INC      NPSP US        140.4       95.2     (227.6)
PALM INC           PALM US      1,007.2      141.7       (6.2)
PDL BIOPHARMA IN   PDLI US        358.3      (83.5)    (501.1)
PETROALGAE INC     PALG US          7.1       (9.8)     (43.8)
PRIMEDIA INC       PRM US         236.5       (2.2)    (103.3)
PROTECTION ONE     PONE US        562.9       (7.6)     (61.8)
QWEST COMMUNICAT   Q US        19,362.0     (585.0)  (1,120.0)
REGAL ENTERTAI-A   RGC US       2,588.9     (168.9)    (260.7)
REVLON INC-A       REV US         765.8       63.9   (1,027.2)
RSC HOLDINGS INC   RRR US       2,669.6      (66.1)      (9.8)
RURAL/METRO CORP   RURL US        286.2       38.7     (100.9)
SALLY BEAUTY HOL   SBH US       1,531.5      366.1     (553.1)
SANDRIDGE ENERGY   SD US        2,971.7      (33.9)    (171.3)
SEALY CORP         ZZ US        1,011.9      173.1      (92.3)
SINCLAIR BROAD-A   SBGI US      1,576.6       48.1     (187.8)
SOUTHGOBI ENERGY   1878 HK        560.7      388.8       (2.8)
SOUTHGOBI ENERGY   SGQ CN         560.7      388.8       (2.8)
SUN COMMUNITIES    SUI US       1,173.3        -       (118.3)
TALBOTS INC        TLB US         825.8     (261.9)    (185.6)
TAUBMAN CENTERS    TCO US       2,572.3        -       (494.8)
TEAM HEALTH HOLD   TMH US         797.4       52.1      (58.6)
TENNECO INC        TEN US       3,034.0      203.0      (14.0)
THERAVANCE         THRX US        249.9      196.6     (113.0)
UAL CORP           UAUA US     19,952.0   (1,019.0)  (2,887.0)
UNISYS CORP        UIS US       2,711.8      320.6   (1,221.7)
UNITED RENTALS     URI US       3,584.0       30.0      (48.0)
US AIRWAYS GROUP   LCC US       7,808.0     (445.0)    (447.0)
VECTOR GROUP LTD   VGR US         743.1      231.5      (13.4)
VENOCO INC         VQ US          799.5       10.6     (127.6)
VIRGIN MOBILE-A    VM US          307.4     (138.3)    (244.2)
WABASH NATIONAL    WNC US         249.0     (154.6)     (62.4)
WARNER MUSIC GRO   WMG US       3,752.0     (557.0)    (116.0)
WEIGHT WATCHERS    WTW US       1,093.0     (408.5)    (700.1)
WORLD COLOR PRES   WC CN        2,641.5      479.2   (1,735.9)
WORLD COLOR PRES   WCPSF US     2,641.5      479.2   (1,735.9)
WORLD COLOR PRES   WC/U CN      2,641.5      479.2   (1,735.9)
WR GRACE & CO      GRA US       3,957.9    1,177.5     (234.4)



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard
C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez,
Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2010.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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