TCR_Public/100603.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Thursday, June 3, 2010, Vol. 14, No. 152

                            Headlines

143 LEWISVILLE: Case Summary & 3 Largest Unsecured Creditors
ADVANCED MICRO: CEO and Sr. VP Get Salary Increases
AIROCARE INC: Case Summary & 20 Largest Unsecured Creditors
ALION SCIENCE: Has $1.7 Billion of Contract Proposals
ALLIS-CHALMERS: DLS Argentina Inks Employment Deal with Etcheverry

ALMATIS BV: Wins U.S. Court's Nod to Limit Claims Trading
ALMATIS BV: Receives Court's Approval to Pay Contractors
ALMATIS BV: Wins U.S. Court's Nod to Pay Foreign Creditor Claims
AMBRILIA BIOPHARMA: Closes Initial Phase of a Transaction
CALPINE CORPORATION: Moody's Puts 'B1' Rating on $400 Mil. Notes

AMERICAN INT'L: Says Taxpayers Will Get Money Back
AMERICAN INT'L: Senior Execs to Get LTPU-Based Stock Salaries
AMERICAN INT'L: To Divest AIA as 'Quickly as Possible'
ANGIOTECH PHARMACEUTICALS: To Hold Shareholders Meeting on July 29
ANTOINE WALKER: Eyes NBA Comeback to Repay Debts

AUTOBACS STRAUSS: Again Revising Reorganization Plan
BANK OF FLORIDA: Posts $48.2 Million Net Loss in Q1 2010
BEAZER HOMES: Completes $300 Million Senior Notes Offering
BIOLIFE SOLUTIONS: Reports $513,000 Revenue for 1st Qtr of 2010
CAPMARK FIN'L: Proposes Angelo-Led Loan Auction; EastBanc Objects

CAPMARK FIN'L: Proposes Deloitte as Tax Advisor
C-N-D INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors
CATHOLIC CHURCH: Alaska Diocese Amends Suit vs. CMRSA
CATHOLIC CHURCH: Fairbanks Professionals File Final Applications
CATHOLIC CHURCH: Portland Wants Sapp Files Unsealed

CELL THERAPEUTICS: Inks Exchange Agreement with Noteholders
CHRYSLER LLC: Says May 2010 U.S. Sales Increased 33%
CITIGROUP INC: Sold 20% of Citi Stake for $6.2 Billion
CLAIRE'S STORES: Hikes CFO Brodin & President Conroy's Salaries
CLAIRE'S STORES: Reports $12,300,000 Net Loss for May 1 Qtr

COMMERCIAL VEHICLE: All Directors Enter 90-Day Lock-Up Deal
COMMUNITY BANCORP: Files For Chapter 7 Protection
CONTINENTAL ALLOYS: Moody's Upgrades Corp. Family Rating to 'Caa1'
COOPER-STANDARD AUTOMOTIVE: S&P Raises Corp. Credit Rating to 'B+'
CORELOGIC, INC: Moody's Assigns 'Ba2' Rating on $500 Mil. Loan

DANKA BUSINESS: Shareholders Okay Members' Voluntary Liquidation
DELPHI CORP: Objects to Pensioners' Plea to Undo Plan Termination
DELPHI CORP: Parties Fight Sealed Avoidance Suits
DENNIS GIBBS: Section 341(a) Meeting Scheduled for June 21
DGI RESOLUTION: Lance Thibault Steps Down as CFO

DISH NETWORK: Unit Reports Granting of En Banc Hearing
DON GROVER: Section 341(a) Meeting Scheduled for July 8
DRAGON PHARMACEUTICAL: Earns $1.6 Million in Q1 2010
DREIER LLP: Chapter 7 Trustee Balks at Ex-Wife's Claim
DUBAI HOLDING: DIC Unit Seeks 3-Month Reprieve from Lenders

E*TRADE FINANCIAL: Owners Agree to 1-for-1- Reverse Stock Split
ECHO THERAPEUTICS: Posts $1.9 Million Net Loss in Q1 2010
EF JOHNSON TECHNOLOGIES: Earns $190,000 in Q1 2010
ESCADA AG: Taxing Authorities Oppose Plan Confirmation
ESCADA AG: Subco Wants to Enforce Sale Order on Traynor & M&M

ESCADA AG: Subco Opposes Sensitive Info on 717 GFC Trial
EXELTECH AEROSPACE: Files Assignments in Bankruptcy
EXTENDED STAY: Expected to Emerge from Bankruptcy in September
EXTENDED STAY: Proposes to Pay $9-Mil. Break-Up Fee to Starwood
EXTENDED STAY: Examiner Proposes Process to Terminate Appointment

FIRST AMERICAN: Fitch Withdraws 'BB+' Ratings on Two Senior Notes
FIRST FEDERAL BANCSHARES: Earns $905,000 in Q1 2010
FLYING J: Amended Plan Pays Creditors & Owners in Full
FONTAINEBLEAU LV: Court Throws Out Plaintiffs' MDL Claims
FORD MOTOR: Has Green Light to Shutter Mercury Brand

FORD MOTOR: U.S. May 2010 Sales Up 23% From Last Year
FOUR SEASONS HOTELS: A Dozen Units Are In Financial Distress
FOUR SEASONS: Section 341(a) Meeting Scheduled for June 17
FREESCALE SEMICON: Names Daniel Heneghan to Board of Directors
FRESH DEL: S&P Changes Outlook to Stable; Affirms 'BB' Rating

FUSION TELECOMMUNICATIONS: Posts $1.5 Million Net Loss in Q1 2010
GEMS TV: Court Considers Sale of Substantially All Assets Today
GENCORP INC: Files 2009 Annual Report for Savings Plan
GENERAL GROWTH: Equity Panel Taps Cantor Fitzgerald as Advisor
GENERAL GROWTH: Shares 2009 Financial Results to Stockholders

GENERAL GROWTH: Wins Nod for More Appraisal Work for Cushman
GENERAL MOTORS: Dumps Reva as Indian Electric Car Partner
GENERAL MOTORS: Judge Orders Tort Claimants to Halt Suits
GENERAL MOTORS: New GM Names Docherty VP for Int'l Operations
GENERAL MOTORS: U.S. Treasury Selects Lazard as GM IPO Advisor

GENERAL MOTORS: Chevrolet-Buick-GMC-Cadillac Sales Up 32% in May
GSI GROUP: Confirmed Plan Sweetened Recovery for Stockholders
GUNNALLEN FINANCIAL: Files for Chapter 11 Bankruptcy in Florida
JACKSON & PERKINS: Court Okays Appointment of Ch. 11 Trustee
JOHN MANEELY: Moody's Gives Stable Outlook, Retains 'B2' Rating

JONES SODA: Posts $2.1 Million Net Loss in Q1 2010
JPMCC 2002: Court Extends Deadline for Schedules by 30 Days
JPMCC 2002: Taps Akin Gump as Bankruptcy Counsel
KINETIC CONCEPTS: Moody's Affirms 'Ba2' Corporate Family Rating
LEHMAN BROTHERS: LBI Engagement of Thomas Lee Terminated

LEHMAN BROTHERS: LBI Trustee Employs City-Yuwa as Special Counsel
LEHMAN BROTHERS: Lease Decision, Removal Periods Extended
LEHMAN BROTHERS: Reduces 85 Derivatives Claims by $58 Million
LEHMAN BROTHERS: Shareholders Want Official Equity Committee
LEHMAN BROTHERS: SunCal Appeals Ruling Blocking Lawsuit

LEVI STRAUSS: Names Mattel's CEO Robert Eckert as Director
LOUIS SECORD: Case Summary & 8 Largest Unsecured Creditors
MALIBU ASSOCIATES: Amends Plan Outline for Reorganization Plan
MARY GONSALVES: Case Summary & 9 Largest Unsecured Creditors
MARY TAPLETT: U.S. Trustee Objects to Hiring of Bankr. Counsel

MEDIACOM COMMUNICATIONS: Fitch Puts 'B+' Rating on Negative Watch
MEDIACOM COMMUNICATIONS: Privatization Could Affect Moody's Rating
MEDIACOM COMMUNICATIONS: S&P Gives Neg. Outlook; Keeps 'B+' Rating
METRO-GOLDWIN-MAYER: The Hobbit Director Quits Amid Delay
MICHAELS STORES: Reports $13 Million Net Income for May 1 Qtr

MOMENTIVE PERFORMANCE: Promotes William Torrence to CFO
MOUNT VERNON: Put by Receiver in Chapter 11
MOVIE GALLERY: Plan Exclusivity Extended to July 31
NATIONAL ENERGY: Settles Derivative Suit over Asset Sale for $9MM
NEFF CORP: Gets Court OK to Hire Kurtzman Carson as Claims Agent

NEFF CORP: U.S. Trustee Appoints Five Members to Creditors Panel
NEOMEDIA TECHNOLOGIES: Earns $57.3 Million in Q1 2010
NEW YORK CHOCOLATE: Plant Set for Auction on June 30
NEXSTAR BROADCASTING: Posts $1.6 Mil. Net Loss for March 31 Qtr
NEXTMEDIA GROUP: Can Sell Radio Station and Related Properties

NEXTMEDIA GROUP: Emerges from Chapter 11 Bankruptcy Protection
NORTH LAND INVESTMENTS: Sec. 341(a) Meeting Scheduled for June 17
NOVADEL PHARMA: Posts $1.3 Million Net Loss in Q1 2010
O&G LEASING: Schedules Filing Deadline Extended Until June 21
O&G LEASING: Section 341(a) Meeting Scheduled for June 28

OKCAL HOSPITALITY: Case Summary & 20 Largest Unsecured Creditors
OLDE PRAIRIE: Section 341(a) Meeting Scheduled for June 24
OMNICOMM SYSTEMS: Posts $1.5 Million Net Loss in Q1 2010
OMNICOMM SYSTEMS: Appoints Stephen Johnson as President and COO
ORLEANS HOMEBUILDERS: Faces Suit by NVR Over Jilted $170M Sale

OSCIENT PHARMACEUTICALS: Files First Amended Chapter 11 Plan
PAETEC HOLDING: CEO Chesonis Enters Trading Plan to Sell Stock
PAUL WALLACE: Section 341(a) Meeting Scheduled for June 30
PEARVILLE LP: Court Okays Spencer Crain as Bankruptcy Counsel
PRIME GROUP: Ends Employment of VP Jeremy Zednick

QUEPASA CORPORATION: Posts $2.7 Million Net Loss in Q1 2010
R&G FINANCIAL: Court Extends Filing of Schedules by 30 Days
REGAL CINEMAS: Inks Amended Credit Agreement with Credit Suisse
RICHARD SECORD: Case Summary & 12 Largest Unsecured Creditors
RIGGING & WELDING: Wants to Hire J Craig as Lead Counsel

R&G FINANCIAL: Taps Patton Boggs as Bankruptcy Counsel
ROTHSTEIN ROSENFELDT: Ex-Bodyguard Pleads Guilty to Trashing Docs
RPM INTERNATIONAL: Moody's Affirms 'Ba1' Subordinate Shelf Rating
RUSTICK LLC: Court Extends Filing of Schedules until June 13
RUSTICK LLC: Taps Dilworth Paxson as Bankruptcy Counsel

RUSTICK LLC: Wants to Hire Quinn Law as Local & Conflicts Counsel
SANTA CLARA: Promises to Fully Pay All East West Bank Debts
SECURELALERT INC: Posts $3.5 Million Net Loss in Q2 Ended March 31
SES SOLAR: Posts $457,670 Net Loss in Q1 2010
SPECIALTY PRODUCTS: Files for Bankruptcy to Resolve Asbestos Suits

SPHERIS INC: U.S. Trustee Wants Disclosure of Sale Price
STATION CASINOS: Has OK to Hire Campbell as Litigation Counsel
SUMMIT HOTEL: Inks Amended Loan Agreement with First Nat'l Bank
TENNECO INC: Fitch Rates Amended and Extended Loans at 'BB+/RR1'
TIMOTHY JOHN HEILMAN: Gets OK to Hire Gerry as Bankr. Counsel

TITAN ENERGY: Posts $553,922 Net Loss in Q1 2010
TLC VISION: Posts $2.3 Million Net Loss in Q1 2010
TOUSA INC: Citicorp Seeks to Intervene Transeastern's Appeal
TOYS R: S&P Puts 'B' Corp. Credit Rating on CreditWatch Positive
TRAILER BRIDGE: Moody's Gives Stable Outlook; Affirms 'B3' Rating

TRIBUNE CO: Disclosure Statement Lacking Judge's Approval
TRIDIMENSION ENERGY: Filing of Schedules Extended Until June 22
TRUMP ENTERTAINMENT: Icahn, Beal File Adversary Suit
UTGR INC: Chapter 11 Plan Held Up for Legislature
W HOTEL: DekaBank Wants to Prevent Owner From Filing Ch. 11 Case

WASHINGTON MUTUAL: Creditors Press to Convert Ch. 11 to Ch. 7 Case
WASHINGTON MUTUAL: Faces New Round of Disclosure Objections
WASHINGTON MUTUAL: Hearing on Conversion Motion on Thursday
WAVERLY GARDENS: Amends Outline for Reorganization Plan
WESTAR ENERGY: Fitch Affirms Preferred Stock Rating at 'BB+'

WESTSIDE DEVELOPMENT: Can Hire Kenneth Wrobel as Bankr. Counsel
WIZZARD SOFTWARE: Posts $1.4 Million Net Loss in Q1 2010
YUVAL RAN: 5th Cir. Rejects Israeli Receiver's Chapter 15 Filing

* PwC Loses Ruling in Pennsylvania Hospital System Bankruptcy Case

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


                            *********


143 LEWISVILLE: Case Summary & 3 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: 143 Lewisville Partners, LLC
        c/o Shaul C. Baruch
        5953 Dallas Pkwy., Suite 200 B
        Plano, TX 75093

Bankruptcy Case No.: 10-41789

Chapter 11 Petition Date: May 29, 2010

Court: United States Bankruptcy Court
       Eastern District of Texas (Sherman)

Judge: Brenda T. Rhoades

Debtor's Counsel: Kenneth A. Hill, Esq.
                  Quilling, Selander, Cummiskey & Lownds
                  2001 Bryan Street
                  Suite 1800
                  Dallas, TX 75201-3005
                  Tel: (214) 871-2100
                  Fax: (214) 871-2111
                  E-mail: kenhill@qsclpc.com

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

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

The petition was signed by Shaul C. Baruch, manager.

Debtor's List of 3 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Jacobs, Carter &          Debt                   $13,000
Burgess, Inc.

According To Value, Ltd.  Debt                   $2,500

The Brown Law Firm, LLP   Debt                   $2,000


ADVANCED MICRO: CEO and Sr. VP Get Salary Increases
---------------------------------------------------
The Compensation Committee of the Board of Directors of Advanced
Micro Devices Inc. approved an increase to the base salary of
Derrick Meyer, the Company's president and chief executive
officer, from $900,000 to $950,000 and Emilio Ghilardi, the
Company's senior vice president and chief sales officer, from
$580,000 to $597,000, effective as of July 1, 2010.

Further, the Compensation Committee approved a decrease of the
Annual Incentive Plan target for Robert Rivet, the Company's
executive vice president and chief operations and administrative
officer, from 175% to 150% of his base salary for the second half
of fiscal year 2010

                   About Advanced Micro Devices

Headquartered in Sunnyvale, California, Advanced Micro Devices
Inc. (NYSE: AMD) -- http://www.amd.com/-- provides innovative
processing solutions in the computing, graphics and consumer
electronics markets.

                          *     *     *

Advanced Micro carries a 'B-' corporate credit rating from
Standard & Poor's and a 'Ba3' corporate family rating from
Moody's.

Standard & Poor's Ratings Services said it placed its 'B-'
corporate credit and senior unsecured ratings on Sunnyvale,
Calif.-based graphics and microprocessor designer Advanced Micro
Devices Inc. on CreditWatch with positive implications.


AIROCARE INC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: AirOcare, Inc.
        44330 Mercure Circle
        Suite 150
        Dulles, VA 20166

Bankruptcy Case No.: 10-14519

Chapter 11 Petition Date: May 29, 2010

Court: United States Bankruptcy Court
       Eastern District of Virginia (Alexandria)

Judge: Robert G. Mayer

Debtor's Counsel: Lawrence Allen Katz, Esq.
                  Venable LLP
                  8010 Towers Crescent Drive
                  Suite 300
                  Vienna, VA 22182
                  Tel: (703) 760-1921
                  Fax: (703) 821-8949
                  E-mail: lakatz@venable.com

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

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

The petition was signed by Eric Wells, president/chief executive
officer.

Debtor's List of 20 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Joyce D.C. Young                                 $1,530,000
870 Childs Point Road
Annapolis, MD 21401

EBY Family LLC                                   $1,530,000
870 Childs Point Road
Annapolis, MD 21401

Erik B. Young                                    $1,530,000
870 Childs Point Road
Annapolis, MD 21401

Carlos Lima               License                $750,000
Av. Ricardo Lyon 967
Providencia, Santiago,
Chile

Key Electronics           Trade debt             $352,779
2533 Centennial Blvd.
Jeffersonville, IN 47130

Amco Insurace Co.         Loss damage etc.       $167,000

Mid-South Electronics,    Trade debt             $166,072
Inc.

Internal Revenue Service                         $150,000

BB&T                                             $148,354

EMF Properties Group,LLC  Rent                   $35,868

Firebreak Partners, LLC   Services               $31,250

Jack Prouty               Salary                 $27,675

Air Quality Sciences      Trade debt             $21,400

Terry Woodbridge          Employee Salary        $21,000
                          & Expenses

Stuart Rutchik            Employee Salary        $20,126
                          & Expenses

Washington Dept. of                              $12,289
Revenue

United Healthcare         Insurance              $11,453
Insurance

William Synder            Employee Salary        $10,079
                          & Expenses

New Jersey Div. of Tax                           $9,457
Revenue

Allied Electronics        Trade debt             $6,979


ALION SCIENCE: Has $1.7 Billion of Contract Proposals
-----------------------------------------------------
Alion Science and Technology Corporation disclosed that it has
more than $1.7 billion of contract proposals that have been
submitted and are awaiting decision, and another $800 million of
contract proposals in process.  The Company ended the second
quarter of fiscal year 2010 with an overall win rate of 54%.

                        About Alion Science

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

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

                           *     *     *

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


ALLIS-CHALMERS: DLS Argentina Inks Employment Deal with Etcheverry
------------------------------------------------------------------
DLS Argentina Limited, a British Virgin Islands corporation and an
indirect subsidiary of Allis-Chalmers Energy Inc., and Carlos
Etcheverry entered into an Employment Agreement dated effective
April 21, 2010, wherein Mr. Etcheverry will serve as an executive
officer of Allis-Chalmers Energy.

On May 17, 2010, DLS Argentina and Carlos Etcheverry entered into
the Employment Agreement, effective April 21, 2010, pursuant to
which Mr. Etcheverry will serve as Senior Vice President of the
Drilling and Completion division of Allis-Chalmers Energy for an
indefinite term.  Pursuant to the Agreement, Mr. Etcheverry is
entitled to an annual base salary of $400,000, subject to an
annual increase in the discretion of the board of directors of the
Company.  In addition, Mr. Etcheverry will be eligible to
participate in the Company's annual cash incentive program whereby
he may earn up to 200% of his base salary based upon the
achievement of certain established performance objectives related
to the Company attaining established earnings before interest,
taxes, depreciation and amortization (EBITDA) and the attainment
of individual goals set by the Company's Compensation Committee.

If Mr. Etcheverry's employment is terminated without cause and
provided he does not consider himself indirectly terminated, he
will receive (i) severance payments equal to his base compensation
for one year, (ii) compensation for accrued, unused vacation as of
the date of termination and (iii) any further compensation that
may be provided by the terms of any benefit plans in which he
participates and the terms of any outstanding equity grants.
Mr. Etcheverry is also subject to a two-year customary non-compete
agreement.  If Mr. Etcheverry's employment is terminated without
cause and he is not in violation of his non-compete agreement,
Mr. Etcheverry will be paid severance payments for a period of one
additional year following the initial one year severance payment
period described above in amount equal to his base compensation
for one year.

                  About Allis-Chalmers Energy

Houston, Texas-based Allis-Chalmers Energy Inc. (NYSE: ALY) --
http://www.alchenergy.com/-- is a multi-faceted oilfield services
company.  Allis-Chalmers provides services and equipment to oil
and natural gas exploration and production companies, domestically
primarily in Texas, Louisiana, New Mexico, Oklahoma, Arkansas,
offshore in the Gulf of Mexico, and internationally, primarily in
Argentina, Brazil and Mexico.  Allis-Chalmers provides directional
drilling services, casing and tubing services, underbalanced
drilling, production and workover services with coiled tubing
units, rental of drill pipe and blow-out prevention equipment, and
international drilling and workover services.

                         *     *     *

Allis-Chalmers carries 'B-' issuer credit ratings, with stable
outlook, from Standard & Poor's.  It has 'B3' corporate family and
probability of default ratings, with stable outlook, from Moody's.
Its senior unsecured debt has 'Caa1' senior unsecured debt rating
from Moody's.


ALMATIS BV: Wins U.S. Court's Nod to Limit Claims Trading
---------------------------------------------------------
Almatis B.V. and its units sought and obtained a final order
limiting certain transfers of claims against them and approving
related notice procedures.

The Debtors believe it may be possible for a holder of a claim
against them to circumvent the protections of the automatic stay
by transferring its claims to an entity that lacks minimum
contacts within the United States or a "foreign transferee" and
is not likely to be subject to the jurisdiction of the Bankruptcy
Court or the provisions of the Bankruptcy Code.

The Debtors are concerned that a Foreign Transferee might
consider itself to be beyond the jurisdiction of the Bankruptcy
Court, disregard the automatic stay, and institute proceedings to
enforce a claim in a foreign jurisdiction that has not agreed to
give effect to the bankruptcy laws of the United States.

Accordingly, at the Debtors' behest, Judge Glenn ruled that any
sale or other transfer of claims against the Debtors will be
subject to these Notice and Hearing Procedures:

  * Disposition of Claims.  Prior to effecting any disposition
    of claims against the Debtors, any person or entity
    attempting that disposition will file with the Court, and
    serve on the Debtors' counsel, a Notice of Intent to Sell,
    Trade, or Otherwise Transfer a Claim, specifically and in
    detail describing the intended disposition of claims against
    the Debtors, regardless of whether that disposition would
    also be subject to the filing, notice, and hearing
    requirements of Rule 3001 of the Federal Rules of
    Bankruptcy Procedure.

  * Acquisition of Claims.  Prior to effecting any acquisition
    of claims against the Debtors, any person or entity
    attempting that will file with the Court, and serve on the
    Debtors' counsel, a Notice of Intent to Purchase, Acquire,
    or Otherwise Accumulate a Claim, specifically and in detail
    describing the intended acquisition of claims against the
    Debtors, regardless of whether that acquisition would also
    be subject to the filing, notice, and hearing requirements
    of Bankruptcy Rule 3001.

  * Objection Procedures.  No later than the date that is 10
    calendar days after the Debtors' actual receipt of a Claims
    Disposition Notice or a Claims Acquisition Notice, the
    Debtors may file with the Court, and serve on a Proposed
    Claims Disposition Transferor or Proposed Claims Disposition
    Transferee an objection to any proposed transfer of claims
    described in a Claims Acquisition Notice or Claims
    Disposition Notice on the grounds that the transfer would
    inhibit the operation of the automatic stay.

    If the Debtors timely file an Objection by the Objection
    Deadline, the Proposed Claims Disposition Transaction or
    Proposed Claims Disposition Acquisition will not be
    effective unless approved by a Court order, after notice and
    a hearing, and that order is not subject to appeal, stay,
    modification, or reconsideration.

    If the Debtors do not timely file an Objection by the
    Objection Deadline, the Proposed Claims Disposition
    Transaction or Proposed Claims Disposition Acquisition may
    proceed only as specifically set forth under the Claims
    Notice.

Any acquisition or disposition or other transfer of claims
against the Debtors in violation of the Court-approved Claim
Transfer Procedures will be null and void ab initio as an act in
violation of the automatic stay and will confer no rights on the
transferee.
                 Debtors & GSO Ink Stipulation

The Debtors and GSO Capital Partners LP entered into Court-
approved stipulation in connection with the notice of hearing
procedures:

  (1) The Debtors agree to irrevocably waive the right to seek
      enforcement of the procedures with respect to the
      acquisition, on or before May 6, 2010, of claims by GSO
      Capital and the funds it manages;

  (2) The acquisition by the GSO Entities of the claims on or
      before May 6, 2010 without compliance with the procedures
      will not be deemed void ab initio and its non-compliance
      will be deemed not to effect the validity, enforceability
      or allowance of the claims;

  (3) None of the GSO entities will be deemed to have violated
      the automatic stay or the Court's interim order approving
      the procedures by virtue of their acquisition of the
      claims on or before May 6, 2010; and

  (4) The procedures contained in the Interim Order will not
      apply to the acquisition of any additional claims by the
      GSO Entities or to their counterparty with respect to the
      acquisition, sale, transfer or assignment of a claim
      against the Debtors from one GSO entity to another GSO
      entity.

A full-text copy of the Almatis-GSO Stipulation is available
without charge at http://bankrupt.com/misc/Almatis_StipGSO.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: Receives Court's Approval to Pay Contractors
--------------------------------------------------------
Almatis B.V. and its affiliated debtors obtained a final order
from the Court authorizing them to pay the pre-bankruptcy claims
of their contractors, distributors and warehousemen in the sum of
$2 million.

Any contractor, distributor or warehouseman that receives payment
of claims is required to continue to extend customary trade
credit and provide other business terms; is not allowed to file
and record in any jurisdiction, or assert against the Debtors,
their estates and properties, a lien or security interest
relating in any manner to the claims already paid; and is
required to return goods or other assets in which the Debtors
have an interest.

Almatis B.V. and its debtor affiliates sought and obtained
final U.S. Court approval to pay the pre-bankruptcy claims of
their contractors, distributors and warehousemen.

The Debtors owe their Service Providers about $2 million in fees
and charges for services rendered as of April 30, 2010.  The
services provided include maintenance and repair, and
transportation, distribution and storage of the Debtors' raw
materials and finished products.

Michael Rosenthal, Esq., at Gibson Dunn & Crutcher LLP, in New
York, said that through the proposed payment, the service
providers won't have any reason to assert liens against the
Debtors' goods or refuse to release those goods that are in their
custody.

The estimated value of the goods that are in the possession of
the service providers reportedly exceeds $2 million.

The payment of claims comes with a number of conditions: (1) the
service provider has possession of and control over goods in
which the Debtors have interest; (2) the service provider agrees
to release the goods at its sole cost and expense; and (3) the
payment must be made with reservation of rights regarding the
extent, validity, perfection or possible avoidance of any liens
and interests of the service provider.

In connection with the payment of claims, the Court authorized
the Debtors' banks and other financial institutions to honor
checks and transfers related to the service providers'
prepetition claims.

                       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 Nod to Pay Foreign Creditor Claims
----------------------------------------------------------------
Almatis B.V. and its affiliated debtors sought and obtained
Final approval from the U.S. Bankruptcy Court to earmark as much
as $23 million to pay the pre-bankruptcy claims of their foreign
creditors.

The claims are on account of goods and services provided by the
Foreign Creditors for the production and transportation of
specialty alumina products for the Debtors' customers located
throughout the world.  The creditors include suppliers, brokers,
and duty collectors, among others.

The Debtors proposed to pay their Foreign Creditors to prevent
the latter from withholding goods, asserting liens or terminating
service agreements or other actions detrimental to the Debtors'
operations, according to Michael Rosenthal, Esq., at Gibson Dunn
& Crutcher LLP, in New York.

Mr. Rosenthal said that several of the Foreign Creditors are not
likely to be subject to the jurisdiction of the U.S. Bankruptcy
Court, which oversees the Debtors' Chapter 11 cases.  "Foreign
creditors may consider themselves to be beyond the jurisdiction
of this Court, disregard the automatic stay and engage in conduct
that disrupts the Debtors' domestic and international
operations."

Judge Glenn also authorized the Debtors' banks and other
financial institutions to honor checks and transfers in relation
to the Foreign Creditor Claims payment.

In addition to the payment of the Foreign Creditors' claims, the
Debtors also obtained Court approval to continue a volume
purchase rebate program and pay all pre-bankruptcy claims
outstanding under that program.

Under the Rebate Program, the Debtors provide bulk rebates to
about 10 customers, which may qualify as foreign creditors, in
the form of a credit that may be applied against additional
orders.  The cost of maintaining the Program will not exceed
EUR200,000 for 2010 based on the Debtors' estimate.

In connection with the Program, the Court also authorized the
Debtors to reconcile accounts with suppliers and customers in the
ordinary course of their businesses regardless of the prepetition
or postpetition nature of any debit or credit involved in the
reconciliation.

                       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)


AMBRILIA BIOPHARMA: Closes Initial Phase of a Transaction
---------------------------------------------------------
Ambrilia Biopharma Inc. disclosed that, as a result of the closing
of the initial phase of the transaction disclosed on May 26, 2010,
Ambrilia and its subsidiary Cellpep Pharma Inc. have obtained
today non-dilutive financing of approximately $2M.  Ambrilia still
has the possibility of obtaining an additional amount of
approximately $2M, subject to the exercise of an option by a third
party, such option expiring on September 30, 2010.  The above
amounts are before expenses.  There is no assurance that the
option held by a third party will be exercised.

Ambrilia has been operating under the protection of the Companies'
Creditors Arrangement Act Canada ("CCAA") since July 31, 2009.

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

                     About Ambrilia Biopharma

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

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


CALPINE CORPORATION: Moody's Puts 'B1' Rating on $400 Mil. Notes
----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Calpine
Corporation's (B1 Corporate Family Rating) $400 million 8% senior
secured notes due 2019.  The rating outlook for Calpine is stable.

Proceeds from the offering were used to repay a portion of the
debt outstanding under the company's senior secured term loan
reducing the amount of the secured term loan that matures in March
2014 by $394 million to approximately $4.231 billion.  Calpine has
stated publicly that it plans to refinance the secured term loan
prior to its 2014 maturity, targeting a debt maturity profile that
results in approximately $2 billion or less in corporate
maturities in any given year.  Calpine began implementing this
refinancing strategy in November 2009 with a $1.2 billion 7.25%
senior secured note offering due 2017 and the completion of this
$400 million financing is a continuation of that strategy.

The B1 Corporate Family Rating incorporates the continued
improvement in financial metrics since the company's February 2008
emergence from bankruptcy, and the likelihood of a strengthened
financial performance in the future based upon the incremental
earnings and cash flow contributions from the planned Conectiv
Energy asset purchase, and from expected contributions from new
projects and new contracts entered into with a number of end-use
customers.  The rating considers the company's hedging program, a
favorable environmental profile, the scheduled amortization of
various subsidiary level financings, and the sustained operating
performance of the generation fleet.  For the 12 months ending
March 31, 2010, Moody's calculate the ratio of Calpine's cash flow
(CFO-pre W/C) to debt at 8.4%, its cash flow coverage of interest
at 2.0x and its free cash flow to debt at 7.6%.  For more
information on Calpine, please refer to the Credit Opinion dated
May 6, 2010 which can be found on www.moodys.com under the
issuer's name.

The B1 rating assigned to the senior secured notes reflects the
pari-passu first lien collateral position of note holders relative
to the company's existing secured revolver and term loan (rated
B1) lenders.  Moody's observes that while the first lien secured
note holders share in the collateral on a pari-passu basis, note
holders have limits placed on their voting rights in certain
circumstances until such time as the RC and term loan has been
reduced to less than $500 million.  While these limitations serve
to weaken note holders' position relative to the RC and term loan
lenders, it is not considered material enough to warrant a
different rating on the notes.

The stable rating outlook reflects Moody's expectation for
continued execution of the company's strategy through strong plant
performance and a carefully implemented hedging strategy which is
expected to result in free cash flow generation helping to
facilitate consolidated debt reduction.

In light of the company's recent rating upgrade on May 5, limited
prospects exist for the rating to be upgraded in the near-term.
Calpine's CFR could be upgraded if the company's ratio of free
cash flow to debt reaches the high single digits, its cash flow to
debt exceeds 12%, and cash coverage of interest expense is above
2.3x on a sustainable basis,

The rating could be downgraded if the company is not able to
continue executing on its current business plan through strong
plant performance and a carefully implemented hedging strategy
that results in free cash flow generation which facilitates
consolidated debt reduction.  Specifically, Calpine's CFR could be
downgraded if the company's cash flow to debt drops below 7%, and
its cash coverage of interest expense falls below 1.8x.

Moody's last rating action on Calpine occurred on May 5, 2010 when
Calpine's ratings were upgraded, including the Corporate Family
Rating to B1 from B2.

The rating for Calpine's senior secured notes were determined
using Moody's Loss Given Default methodology.  Based upon
Calpine's B1 CFR and PDR, the LGD methodology suggests a B1 rating
for Calpine senior secured notes.

Assignments:

Issuer: Calpine Corporation

  -- Senior Secured Regular Bond/Debenture, Assigned a range of 50
     - LGD4 to B1

Headquartered in Houston, Texas, Calpine is a major U.S.
independent power company with assets of $17.5 billion at
March 31, 2010.  With the expected completion of the Conectiv
acquisition, Calpine will have aggregate generating capacity of
28,297 MW.


AMERICAN INT'L: Says Taxpayers Will Get Money Back
--------------------------------------------------
American International Group Inc. Chief Executive Officer Robert
Benmosche said that the insurer, recipient of a $182.3 billion
bailout, will return rescue funds with interest.  "I'm confident
you'll get your money, plus a profit," Mr. Benmosche told the
Congressional Oversight Panel in Washington.  "We are a strong,
vibrant company." The insurer will repay a Federal Reserve credit
line after the sales of two non-U.S. life insurance divisions are
completed this year for about $51 billion and then turn to
Treasury Department obligations, Mr. Benmosche said.

AIG posted net income of $1.45 billion in the first quarter and
raised money for its plane-leasing unit in the private market for
the first time since its rescue in 2008.

                          About AIG Inc.

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

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

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


AMERICAN INT'L: Senior Execs to Get LTPU-Based Stock Salaries
-------------------------------------------------------------
American International Group, Inc., disclosed in its Proxy
Statement for its 2010 Annual Meeting of Shareholders that the
Determination Memorandum issued by the Office of the Special
Master for TARP Executive Compensation on March 23, 2010, permits
AIG to pay 2010 stock salary to its top 25 most highly compensated
employees in the form of units based on a basket of AIG common
stock and debt securities designed to serve as a proxy for AIG's
long-term value.  On May 28, 2010, final terms for these units,
which are now referred to as Long-Term Performance Units, or
LTPUs, were approved and AIG determined to pay 2010 stock salaries
in LTPUs for a group of senior employees including named executive
officers David L. Herzog, Kristian P. Moor, Rodney O. Martin, Jr.
and Nicholas C. Walsh.  The LTPU-based stock salaries will be
settled in cash on the dates required by the Determination
Memorandum, will be effective from January 1, 2010, and will
replace any stock salary previously earned by these employees in
2010.  In accordance with the Determination Memorandum, Robert H.
Benmosche will continue to receive stock salary on the terms
specified in his letter agreement.

In addition, and in accordance with the Determination Memorandum,
the rates of 2010 stock salaries for Messrs. Martin and Walsh will
be reduced to $3,630,000 and $4,525,000, respectively, to reflect
the additional cash salary earned by these employees in 2010 prior
to the implementation of the approved cash salary rates specified
in the Determination Memorandum.

                          About AIG Inc.

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

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

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


AMERICAN INT'L: To Divest AIA as 'Quickly as Possible'
------------------------------------------------------
Bloomberg News reports that American International Group Inc.
Chief Executive Officer Robert Benmosche said he plans to divest
the company's main Asia unit as soon as the insurer has an
acceptable alternative to Prudential Plc.  "We will have several
options to consider regarding AIA -- more than we did in March,"
Benmosche, 66, said June 1 in a letter to employees of New York-
based AIG.

Prudential had asked AIG to sell AIA Group Ltd. for less than the
$35.5 billion the companies agreed to in March.

AIG, however, said in a statement that, after careful
consideration, it will adhere to the original terms of its
previously announced agreement for Prudential to acquire AIG's
wholly owned pan-Asian life insurance subsidiary AIA Group
Limited.  AIG said it will not consider revisions to those terms.

The Wall Street Journal has reported that that Prudential, on the
other hand, said it is considering its position after AIG rejected
a proposal to slash the value of the deal to $30.375 billion.

Bloomberg reported May 31 that AIG remains in negotiations to
salvage the sale of AIA Group.  Prudential asked that the
$35.5 billion price for AIA be cut to about $29 billion to
$30 billion, and AIG is seeking at least $32 billion, said a
person with knowledge of the talks who declined to be identified
because they are private.

                          About the AIA

The AIA Group is a pan-Asian life insurance organization that
traces its roots in the Asia Pacific region back more than 90
years.  It provides consumers and businesses with products and
services for life insurance, retirement planning, accident and
health insurance as well as wealth management solutions. Through
an extensive network of 320,000 agents and 23,500 employees across
15 geographical markets, AIA serves more than 23 million customers
in the region.

                          About AIG Inc.

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

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

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


ANGIOTECH PHARMACEUTICALS: To Hold Shareholders Meeting on July 29
------------------------------------------------------------------
Angiotech Pharmaceuticals Inc. will hold its 2010 annual and
special general meeting of shareholders on July 29, 2010 at 10:00
a.m. Pacific time, at the Westin Grand Vancouver, 403 Robson
Street, Vancouver, BC V6B 6L9.

The record date for shareholders entitled to receive notice of and
vote at the meeting will be June 7, 2010, and the company expects
to mail the meeting materials to shareholders on or about June 21,
2010.

                  About Angiotech Pharmaceuticals

Vancouver, Canada-based Angiotech Pharmaceuticals, Inc. (NASDAQ:
ANPI, TSX: ANP) -- http://www.angiotech.com/-- is a global
specialty pharmaceutical and medical device company.  Angiotech
discovers, develops and markets innovative treatment solutions for
diseases or complications associated with medical device implants,
surgical interventions and acute injury.

                           *     *     *

Angiotech Pharmaceuticals carries 'CCC' corporate credit ratings
from Standard & Poor's.


ANTOINE WALKER: Eyes NBA Comeback to Repay Debts
------------------------------------------------
Eric Morath at Dow Jones' Daily Bankruptcy Review, citing the
Louisville Courier-Journal, reports that former National
Basketball Association star Antoine Walker is said to be plotting
a return to the National Basketball Association and was spotted
working out at the University of Louisville, where his former
coach Rick Pitino now coaches.

The report notes a return to the NBA could help Mr. Walker repay
creditors, including a long list of mortgage lenders and a pair of
casinos.  The report further notes the minimum NBA salary for a
veteran player like Mr. Walker is more than $1.3 million.  The
report adds that Mr. Walker said on his bankruptcy filing that he
currently has no source of income but has more than $70,000 in
monthly expenses.  Mr. Walker made more than $110 million during
his 12-year NBA career.

As reported by the Troubled Company Reporter, former NBA star
Antoine Walker filed for Chapter 7 bankruptcy in Miami, Florida,
on May 18, 2010, 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.


AUTOBACS STRAUSS: Again Revising Reorganization Plan
----------------------------------------------------
Autobacs Strauss Inc. won't proceed with taking their plan, which
already has its disclosure statement approved, for confirmation at
a hearing scheduled for June 21.  The Company and the Official
Committee of Unsecured Creditors decided that further changes in
the plan are necessary. They therefore aren't soliciting votes
from creditors.

The previous iteration of the plan promised a recovery of up to
65% recovery to unsecured creditors with claims aggregating
$18.7 million.  If the group didn't recover at least 45%,
creditors would have ended up owning all the new stock.  If the
45% threshold were met, Chief Executive Officer Glenn Langsberg
was to have an option to buy all the stock for $300,000.

To avoid competing plans, Strauss filed a motion for a two-month
extension until June 24 of the exclusive right to propose a plan.
The exclusivity hearing will be held June 16.

                      About Autobacs Strauss

Headquartered in South River, New Jersey, Autobacs Strauss Inc. --
http://www.straussauto.com/-- sells after-market automotive parts
and accessories, and operate automotive service centers located in
New York, New Jersey, Philadelphia, Bethlehem and Pennsylvania.
The Company operates 86 retail store locations and has about 1,450
employees.  The Company filed for Chapter 11 protection on
February 4, 2009 (Bankr. D. Del. Case No. 09-10358).  Edward J.
Kosmowski, Esq., at Young Conaway Stargatt & Taylor, LLP,
represents the Debtor in its restructuring efforts.  As of
January 3, 2009, the Debtor had total assets of $75,000,000 and
total debts of $72,000,000.

The Chapter 11 case is Strauss's third.  The preceding Chapter 11
case ended with confirmation of a Chapter 11 plan in April 2007.
The Company was then named R&S Parts & Service Inc.


BANK OF FLORIDA: Posts $48.2 Million Net Loss in Q1 2010
--------------------------------------------------------
Bank of Florida Corporation filed its quarterly report on Form
10-Q, reporting a net loss of $48.2 million on $8.0 million of net
interest income (before provision for loan losses) for the three
months ended March 31, 2010, compared with a net loss of
$4.4 million on $9.6 million of net interest income (before
provision for loan losses) for the same period ended March 31,
2009.

The Company's balance sheet as of March 31, 2010, showed
$1.476 billion in assets and $1.482 billion of liabilities, for a
stockholders' deficit of $5.8 million.

As reported in the Troubled Company Reporter on March 15, 2010,
Porter Keadle Moore, LLP, in Fort Myers, Florida, expressed
substantial doubt about the Company's ability to continue as a
going concern after auditing the Company's financial statements
for the year ended December 31, 2009.  The independent auditors
noted that of the Company's recurring operating losses and the
continued deterioration of the Company's loan portfolio.

As of March 31, 2010, each of the Company's three subsidiary banks
was "critically undercapitalized" under Federal Deposit Insurance
Corporation rules.  In addition, the FDIC has issued to each bank
a Prompt Corrective Action Directive which required each bank to
return to "adequately capitalized" condition by April 17, 2010;
none of the banks met this deadline.

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

               http://researcharchives.com/t/s?63d2

                        Subsequent Events

On May 28, 2010, the Company's principal operating subsidiaries
Bank of Florida - Southwest, Bank of Florida - Southeast and Bank
of Florida - Tampa Bay, were closed by the Florida Office of
Financial Regulation, which appointed the Federal Deposit
Insurance Corporation as receiver of the Bank.  Subsequent to the
closure, EverBank, Jacksonville, Florida, assumed the operations
and all of the deposits of the Banks, and purchased essentially
all of the Banks' assets in a loss-share transaction facilitated
by the FDIC.  Beginning on June 1, 2010, the 13 offices of the
Banks reopened as branches of EverBank.  The Company continues to
own and operate Bank of Florida Trust Company.

                About Bank of Florida Corporation

Naples, Fla.-based Bank of Florida Corporation. (Nasdaq: BOFL)
-- http://www.bankofflorida.com/-- is a multi-bank holding
company.  The Company is the parent company for Bank of Florida -
Southwest in Collier and Lee Counties; Bank of Florida - Southeast
in Broward, Miami-Dade and Palm Beach Counties; Bank of Florida -
Tampa Bay in Hillsborough and Pinellas Counties; and Bank of
Florida Trust Company.


BEAZER HOMES: Completes $300 Million Senior Notes Offering
----------------------------------------------------------
Beazer Homes USA Inc. completed an underwritten offering of
$300 million aggregate principal amount of its 9.125% senior notes
due June 15, 2018, pursuant to an Underwriting Agreement dated
May 4, 2010, with Credit Suisse Securities (USA) LLC and Citigroup
Global Markets Inc.

The Company issued the Notes under an Indenture, dated as of
April 17, 2002, as supplemented by the Thirteenth Supplemental
Indenture, dated as of May 20, 2010, among the Company, the
Guarantors and U.S. Bank National Association, as trustee.  The
Notes and the guarantees will be the Company's and the Guarantors'
unsecured senior obligations and will rank equally with all of the
Company's and the Guarantors' other unsecured senior indebtedness.
The Supplemental Indenture contains covenants which, subject to
certain exceptions, limit the ability of the Company and its
restricted subsidiaries to, among other things, incur additional
indebtedness, make certain types of restricted payments, and
create liens on assets of the Company or the Guarantors. Upon a
change of control, the Company is required to make an offer to
repurchase the Notes at 101% of their principal amount, plus
accrued and unpaid interest. The Supplemental Indenture also
contains customary events of default.

The Notes will accrue interest at a rate of 9.125% per year, which
will be payable on June 15 and December 15 of each year,
commencing on June 15, 2010.  The Notes will mature on June 15,
2018.

The Company may redeem some or all of the Notes at any time prior
to June 15, 2014 at a price equal to 100% of the principal amount
of the Notes redeemed, plus accrued and unpaid interest to the
redemption date and a "make-whole" premium as described in the
Supplemental Indenture.  Thereafter, the Company may redeem some
or all of the Notes at the redemption prices specified in the
Supplemental Indenture.  In addition, prior to June 15, 2013, the
Company may redeem up to 35% of the Notes from the proceeds of
certain equity offerings at the specified redemption price.

                       About Beazer Homes

Beazer Homes USA, Inc. (NYSE: BZH) -- http://www.beazer.com/--
headquartered in Atlanta, is one of the country's 10 largest
single-family homebuilders with continuing operations in Arizona,
California, Delaware, Florida, Georgia, Indiana, Maryland, Nevada,
New Jersey, New Mexico, North Carolina, Pennsylvania, South
Carolina, Tennessee, Texas, and Virginia.  Beazer Homes is listed
on the New York Stock Exchange under the ticker symbol "BZH."

The Company's balance sheet at March 31, 2010, showed
$2.02 billion in total assets and $1.67 billion in total
liabilities for a $353.15 million total stockholders' equity.

On May 4, 2010, Standard & Poor's Ratings Services raised its
corporate credit rating on Beazer Homes USA Inc. to 'B-' from
'CCC+'.  At the same time, S&P raised its rating on the company's
second-lien notes to 'B' from 'B-', and S&P raised its rating on
the company's senior unsecured and subordinated convertible notes
to 'CCC' from 'CCC-'.  S&P also assigned its 'CCC' rating to the
company's proposed $300 million senior unsecured notes due 2018.
S&P revised its outlook to stable from positive.

Moody's Investors Service raised the ratings of Beazer Homes USA,
Inc., including its corporate family rating and probability of
default rating to Caa1 from Caa2.  At the same time, Moody's
assigned a Caa2 rating to the company's new $300 million of senior
unsecured notes due 2018, proceeds of which will be used for debt
repurchases, including a call of notes due in 2012, and affirmed
the ratings on the company's senior secured notes at B1 and
existing senior unsecured notes at Caa2.  The speculative grade
liquidity rating is also affirmed at SGL-3.  The outlook is
revised to stable from negative.


BIOLIFE SOLUTIONS: Reports $513,000 Revenue for 1st Qtr of 2010
---------------------------------------------------------------
BioLife Solutions Inc.'s chairman and chief executive officer Mike
Rice reported record revenue of $513,000 for the first quarter of
2010, an increase of 36% over the first quarter of last year.

Mr. Rice said this revenue increase demonstrates the Company's
ability to acquire new customers in its target markets and to
drive continued growth from its existing customer base.  The value
of the Company's proprietary GMP grade biopreservation media
products is being recognized by a growing number of potential
high-value customers that are seeking clinical grade reagents of
the highest quality and preservation efficacy, he added.

Bothell, Washington-based BioLife Solutions, Inc. develops and
markets patented hypothermic storage and cryopreservation
solutions for cells, tissues, and organs, and provides contracted
research and development and consulting services related to
optimization of biopreservation processes and protocols.

                           *     *     *

According to the Troubled Company Reporter on April 8, 2010,
Peterson Sullivan LLP, in Seattle, Washington, in its March 30,
2010 report, said BioLife Solutions, Inc. has been unable to
generate sufficient income from operations to meet its operating
needs.  Additionally, the Company used $2.4 million in cash for
operating activities during the year ended December 31, 2009, and
has an accumulated deficit of $50 million at December 31, 2009.
These conditions raise substantial doubt about the Company's
ability to continue as a going concern.


CAPMARK FIN'L: Proposes Angelo-Led Loan Auction; EastBanc Objects
-----------------------------------------------------------------
Capmark Corporation and its debtor affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to issue:

  (i) a bidding procedures order (a) scheduling an auction at
      which Debtor Capmark Finance Inc. will solicit
      competing bids for the sale of its ownership interest in a
      loan in the original principal amount of $70,400,000 made
      to Georgetown Park Partners, LLC, together with
      accompanying loan file; (b)approving certain bidding
      procedures; (c) approving a break-up fee and expense
      reimbursement for the stalking horse bidder as protection
      against a competing bid; scheduling a hearing to consider
      approval of the Sale of the Georgetown Loan to the
      stalking horse bidder or to another successful bidder at
      the auction; (e) establishing a deadline by which any
      objection to the Sale must be filed; and approving the
      proposed form and manner of notice of the Auction and Sale
      Hearing; and

(ii) upon the completion of the Sale Hearing, an order
      approving the Sale of the Georgetown Loan to a stalking
      horse bidder or to another successful bidder, free and
      clear of any and all liens, claims, encumbrances, and
      interest.

The Georgetown Loan relates to debt financing provided by the
Debtor to Georgetown Park Partners, LLC, the borrower, in
connection with the ownership of the Georgetown shopping mall and
office complex, located in Washington, D.C.

Debtor Capmark Finance has entered into a Loan Purchase and Sale
Agreement, dated as of May 10, 2010, with Angelo Gordon Real
Estate Inc. whereby Angelo Gordon has agreed to purchase the
Georgetown Loan from the Debtor, and to act as "stalking horse"
in the Debtor's pursuit of higher of better offers.

The Salient terms of the Purchase Agreement are:

Purchase Price: $53,000,000

Additional      In addition to the Purchase Price, the
Consideration : Purchase Agreement provides the Debtor with
                protection from claims by the Borrower Parties.
                Pursuant to the Settlement to be entered into at
                closing, certain of the Borrower Parties are
                releasing the Debtor and its affiliates from
                claims, and the proofs of claim filed by certain
                of the Borrower Parties against the Debtor and
                Capmark Investments LP will be withdrawn with
                prejudice.  As further protection, under the
                Purchase Agreement, Angelo Gordon has agreed to
                indemnify the Debtor and its affiliates from
                claims by the Borrower Parties of up to
                $3.3 million.

Break-Up Fee
and Expense
Reimbursement: The Debtor will pay to Angelo Gordon a break-up
                fee for $1,340,000 following the termination of
                the Purchase Agreement.

Closing Date:  The closing will occur at 10:00 a.m. on the date
                that is the first business day following the
                passing of three business days after the entry of
                the Sale Order; provided that (i) no appeal has
                been made during that three business day period
                challenging the finding by the Bankruptcy Court
                that the Purchaser is a "good faith" purchaser
                under Section 363(m) of the Bankruptcy Code, and
                (ii) as of the Closing Date, the Sale Order (x)
                has not been revoked or modified in any manner
                materially adverse to the Purchaser without the
                Purchaser's consent, and (y) is not subject to a
                stay.

                       Proposed Settlement

Georgetown Park and WDC Georgetown Park Manager LLC, the managing
member of Georgetown Park Partners, each filed proofs of claim
against CFI and CILP.  The claims assert damages of $19.2 million
for breach of contract, breach of the covenant of good faith and
fair dealing, promissory estoppels and detrimental reliance,
breach of fiduciary duty, breach of duty of loyalty, clogging the
equity of redemption, equitable subordination, recoupment and
set-off.  The claims are also asserted as defenses to the
enforcement of the Georgetown Loan.  The claims consists of
$3 million of a forfeited deposit under a loan purchase contract
and $16.2 million as compensation for the difference between the
purchase price under the loan purchase contract and balance due
on the Georgetown Loan.

The Purchase Agreement contemplates a Settlement through the
release agreements that would be executed and delivered at the
closing of the Sale.  Pursuant to the Release Agreement, WDC
Holdings, LLC, WDC Georgetown Manager, WDC Georgetown Park, LLC,
and Herbert Miller are releasing CFI and its affiliates,
including CILP from all claims.

In addition, at closing of the Sale to Angelo Gordon as
Purchaser, the Borrower and WDC Georgetown Manager will withdraw
with prejudice their proofs of claim against the Debtors.  It is
contemplated that the Settlement will only be consummated in
connection with the closing of the Sale to Angelo Gordon, and
will not be consummated in connection with the closing of the
Sale to a Successful Bidder who is not Angelo Gordon.

The Purchase Agreement provides that the Purchaser will provide a
$3.3 million indemnification to CFI and its affiliates in respect
of claims asserted by the Borrower Parties.

               Bidding Procedures and the Auction

To maximize the value of the Georgetown Loan, the Debtors seek to
implement a competitive bidding process for the Sale of the
Georgetown Loan to solicit higher or better offers in an orderly
and efficient manner.  The proposed Auction and Bidding
Procedures are:

Any person or entity interested in participating in the Auction
must submit a qualifying bid on or before June 14, 2010, at
12:00 p.m. in writing to:

  (i) counsel to the Debtors
      Dewey & LeBoeuf LLP
      1301 Avenue of Americas, New York
      New York 10019
      Attn: Michael P. Kessler, Esq., and
            Judy G.Z. Liu, Esq.

(ii) corporate counsel to the Seller
      Kaye Scholer LLP
      425 Park Avenue, New York
      New York 10022
      Attn: Louis J. Hait, Esq., and
            Benjamin Mintz, Esq.

(iii) Capmark Finance Inc.
      485 Madison Avenue, New York
      New York 10022
      Attn: Jonathan Kohan; and

(iv) counsel to the Official Committee of Unsecured Creditors
      Kramer Levin Naftalis & Frankel LLP
      1177 Avenue of the Americas, New York
      New York 10036
      Attn: Thomas Moers Mayer, Esq. and
            Joshua Brody, Esq.

To participate in the bidding process and be deemed a "Qualifying
Bidder," each potential bidder must submit a Qualifying Bid by
the Bid Deadline.  The Purchase Agreement is deemed a Qualifying
Bid and Purchaser is deemed a Qualifying Bidder.  Otherwise, to
constitute a Qualifying Bid, a bid must:

  (a) Be in writing and state that the bidder is prepared to
      enter into a legally binding purchase and sale agreement
      or similar agreement for the acquisition of the Georgetown
      Loan on aggregate terms and condition no less favorable to
      the Seller than the terms and conditions contained in the
      Purchase Agreement, and with a cash purchase price of no
      less than the Purchaser's Purchase Price plus the Break-Up
      Fee, the Expense Reimbursement, and $500,000; provided
      that a Qualifying Bid need not include a release in favor
      of Seller from Borrower Entities;

  (b) Have a purchase price consisting only of cash;

  (c) Provide details of any assumptions about the transaction
      that are key to the purchase price;

  (d) Include a mark-up of the Purchase Agreement reflecting the
      variations from the Purchase Agreement, and a clean and
      executed Modified Purchase Agreement;

  (e) Otherwise include terms and conditions substantially the
      same in all respects to the Purchase Agreement;

  (f) Provide that the bidder's offer is irrevocable until the
      closing of the purchase of the Georgetown Loan if the
      bidder is the Successful Bidder or the Back-Up Bidder
      including, without limitation, without regard to whether
      the Borrower under the Georgetown Loan becomes the subject
      of a bankruptcy proceeding;

  (g) State that bidder is financially capable of consummating
      the transactions contemplated by the Modified Purchase
      Agreement, and that there are no financing, due diligence,
      or other material contingencies for the bidder to
      consummate the Modified Purchase Agreement;

  (h) Provide that bidder will close on the sale of the
      Georgetown Loan within the same time period provided for
      in the Purchase Agreement;

  (i) Include financial and other information that will allow
      the Seller to make a reasonable determination as to the
      bidder's financial and other capabilities to consummate
      the transactions contemplated by the Modified Purchase
      Agreement;

  (j) Include a statement that there are no conditions precedent
      to the bidder's ability to enter into a definitive
      agreement and that all necessary internal shareholder
      approvals have been obtained prior to the bid;

  (k) Not request or entitle the bidder to any transaction or
      break-up fee, termination fee, expense reimbursement, or
      similar type of payment;

  (l) Fully disclose the identity of each entity that will be
      bidding for the Georgetown Loan or otherwise participating
      in connection with that bid, and the complete terms of any
      participation;

  (m) Include any other information or factors that may be
      relevant to the Seller and its advisors in consideration
      of the bid; and

  (n) Include a cash deposit by wire transfer equal to
      $10,000,000 with that deposit being non-refundable on
      terms consistent with those set forth in the Purchase
      Agreement.

If no timely, confirming Qualifying Bids, other than the Purchase
Agreement, are submitted by the Bid Deadline, the Debtor will not
hold an auction and, instead will request at the Sale Hearing
that the Court approve the Purchase Agreement with the Proposed
Purchaser.

In the event the Seller timely receives one or more Qualifying
Bids other than the Purchase Agreement, the Seller will conduct
the Auction with respect to the Georgetown Loan.  The Auction
will be held at the offices of Kaye Scholer LLP 425 Park Avenue,
New York, New York 10022, on June 16, 2010, at 10:00 a.m.

The Debtors request that any objection to the Sale or Settlement
be filed on or before June 18, 2010.

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

                        EastBanc Objects

EastBanc, Inc. asserts that the stalking horse-bid contains a
hefty break-up fee that appears unnecessary to preserve value to
the estate and would instead divert money away from the estate to
the purchaser.  EastBanc adds that the contract contains several
elaborate provisions that are purportedly designed to settle
claims that Herbert Miller and his related entities have asserted
against Capmark Finance, Inc. in proofs of claim, as well as
other potential claims that Mr. Miller and other related entities
may have against Capmark Finance.

EastBanc relates that it has controlled the right to purchase the
shops at Georgetown Park through a contract with Mr. Miller.  But
in 2006, EastBanc notes, Mr. Miller breached the contract, and in
2007, he purchased the Mall for himself through an affiliated
entity -- Georgetown Park Partners, LLC.  According to EastBanc,
Capmark Finance is deeply involved in GPP's acquisition of the
Mall.

EastBanc asserts that the procedures proposed in the Motion and
the stalking-horse bid will discourage potential bidders from
participating in the auction, thereby undermining the whole
purpose of the auction.

"If the Debtors' goal is actually to maximize value to the
estate, then the Debtors must even the playing field and allow a
competitive process to govern the sale of the Mall Loan," counsel
for EastBanc, Christopher P. Simon, Esq., at Cross & Simon, LLC,
in Wilmington, Delaware -- csimon@crosslaw.com -- says.

EastBanc says its objection to the Motion arises out of its
longstanding effort to purchase the Mall that acts as security
for the Mall Loan.

In a declaration filed with the Court in support of EastBanc's
objection, Anthony Lanier, president of EastBanc, asserts that
the bid procedures proposed by the Debtors make it difficult, if
not impossible, for EastBanc to compete fairly in an auction for
the loan.  Mr. Lanier avers that if the auction were conducted on
a level playing field, with all bids, including the stalking-
horse bid, made on a cash-only basis, EastBanc would be an active
participant in the bidding.

                Debtors Seek Leave to File Reply
                    to Eastbanc's Objection

The Debtors seek the Court's authority to file a late reply to
Eastbanc's objection to the Motion.

The Debtors maintain that the Proposed Bidding Procedures is
designed to maximize the value of the Georgetown Loan in an
orderly and fair manner.  The Debtors note that the Break-Up Fee
and Expense Reimbursement detailed in the Sale Motion and
Purchase Agreement are integral to the process and are actual and
necessary costs of preserving their estate.

The Debtors aver that the Bidding and Auction Procedures are also
fair and reasonable.  They expressly provide that any bidder,
including EastBanc, is not required to provide in its bid any
release, the Debtors add.

                   J. Kohan Files Affidavits

Jonathan B. Kohan, vice president/Senior Asset Manager of Debtor
Capmark Finance Inc., filed with the Court an affidavit in
support of the Debtors' request for approval of the Sale Motion.
Mr. Kohan said that:

   (i) the Debtor's entry into the Loan Purchase and Sale
       Agreement, dated as of May 10, 2010, with Angelo Gordon
       Real Estate Inc., whereby Angelo Gordon has agreed to
       purchase the Georgetown Loan from the Debtor, on certain
       terms and conditions, and to act as a "stalking horse" in
       the Debtor's pursuit of higher or better offers, was a
       sound business judgment; and

  (ii) the Break-up Fee and Expense Reimbursement are actual and
       necessary costs of preserving the Debtor's estate.

In a separate supplemental affidavit, Jonathan B. Kohan, vice
president of Debtor Capmark Finance Inc., tells the Court that
the Purchase Agreement with Angelo Gordon as the stalking horse
bidder is the best overall offer CFI has obtained thus far for
the Georgetown Loan.

"Notwithstanding that EastBanc will have another opportunity to
bid on the Georgetown Loan pursuant to the proposed Bidding
Procedures Order, I believe EastBanc now seeks to 'blow up' the
proposed sale to Angelo Gordon by seeking this Court's denial of
Angelo Gordon's Break-Up Fee and posting vague accusations of
conflicts of interest and bad faith, all of which are incorrect,"
Mr. Kohan asserts.

According to Mr. Kohan, approval of the Break-Up Fee and Expense
Reimbursement will not chill bidding.

                      About Capmark Financial

Based in Horsham, Pennsylvania, Capmark Financial Group Inc. --
http://www.capmark.com/-- is a diversified company that provides
a broad range of financial services to investors in commercial
real estate-related assets.  Capmark has three core businesses:
lending and mortgage banking, investments and funds management,
and servicing.  Capmark operates in North America, Europe and
Asia.  Capmark has 1,000 employees located in 37 offices
worldwide.

On October 25, 2009, Capmark Financial Group Inc. and certain of
its subsidiaries filed voluntary petitions for relief under
Chapter 11 (Bankr. D. Del. Case No. 09-13684)

Capmark's financial advisors are Lazard Freres & Co. LLC and
Loughlin Meghji + Company. Capmark's bankruptcy counsel is Dewey &
LeBoeuf LLP.  Richards, Layton & Finger, P.A., serves as local
counsel.  Beekman Advisors, Inc., is serving as strategic advisor.
KPMG LLP is tax and accounting advisor.  Epiq Bankruptcy
Solutions, LLC, is the claims and notice agent.

Capmark has total assets of US$20 billion against total debts of
US$21 billion as of June 30, 2009.

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


CAPMARK FIN'L: Proposes Deloitte as Tax Advisor
-----------------------------------------------
Capmark Financial Inc. and its units seek the Court's authority to
employ Deloitte Tax LLP as their tax advisor, nunc pro tunc to
April 17, 2010.  The Debtors have selected Deloitte Tax because of
the firm's diverse experience and extensive knowledge in the
fields of taxation for large sophisticated companies both in
Chapter 11 as well as outside of Chapter 11.

As the Debtors' tax advisors, Deloitte Tax will, among others,
provide:

  (a) analysis of federal and state net operating loss
      preservation, including periodic updates to prior Section
      382 analyses;

  (b) tax compliance services as set forth in the Work Order
      dated May 10, 2010;

  (c) federal, state, and employee benefit tax compliance
      services;

  (d) federal, state, and international tax advisory services,
      including advice related to accounting methods, periods,
      elections or credits;

  (e) federal and state tax controversy services, including
      assistance in responding to audits performed by federal
      and state administrations;

  (f) intercompany transfer pricing analyses, including periodic
      updates to prior transfer pricing studies; and

  (g) assistance with the preparation of specified tax forms for
      certain of the Debtors' employee benefit plans.

The Debtors will pay Deloitte Tax based on the firm's current
hourly rates:

  Classification              Hourly Rate
  --------------              -----------
  Partner/Principal/Director     $550
  Senior Manager                 $450
  Manager                        $350
  Senior                         $250
  Staff                          $190

Under the February Engagement Letter, Deloitte Tax intends to
charge $3,500 for the preparation of the specified tax forms plus
expenses and technology costs.

The Debtors will also reimburse Deloitte Tax for its expenses,
including travel, report production, delivery services, and other
expenses incurred in providing professional services.

Jeffrey Ausnehmer, partner of Deloitte Tax LLP, assures the Court
that his firm is a "disinterested person" as that term is defined
in Section 101(14) of the Bankruptcy Code.

                           *     *     *

The Debtors certified to the Court that no objections were filed
as to the Application.

                      About Capmark Financial

Based in Horsham, Pennsylvania, Capmark Financial Group Inc. --
http://www.capmark.com/-- is a diversified company that provides
a broad range of financial services to investors in commercial
real estate-related assets.  Capmark has three core businesses:
lending and mortgage banking, investments and funds management,
and servicing.  Capmark operates in North America, Europe and
Asia.  Capmark has 1,000 employees located in 37 offices
worldwide.

On October 25, 2009, Capmark Financial Group Inc. and certain of
its subsidiaries filed voluntary petitions for relief under
Chapter 11 (Bankr. D. Del. Case No. 09-13684)

Capmark's financial advisors are Lazard Freres & Co. LLC and
Loughlin Meghji + Company. Capmark's bankruptcy counsel is Dewey &
LeBoeuf LLP.  Richards, Layton & Finger, P.A., serves as local
counsel.  Beekman Advisors, Inc., is serving as strategic advisor.
KPMG LLP is tax and accounting advisor.  Epiq Bankruptcy
Solutions, LLC, is the claims and notice agent.

Capmark has total assets of US$20 billion against total debts of
US$21 billion as of June 30, 2009.

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


C-N-D INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: C-N-D Industries Inc.
        4520 Southway Avenue SW
        Canton, OH 44706

Bankruptcy Case No.: 10-62363

Chapter 11 Petition Date: May 29, 2010

Court: U.S. Bankruptcy Court
       Northern District of Ohio (Canton)

Judge: Russ Kendig

Debtor's Counsel: Anthony J. DeGirolamo, Esq.
                  116 Cleveland Avenue, N.W., Suite 307
                  Canton, OH 44702
                  Tel: (330) 588-9700
                  Fax: (330) 588-9713
                  E-mail: ajdlaw@sbcglobal.net

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

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

A copy of the Company's list of 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/ohnb10-62363.pdf

The petition was signed by Clyde Shetler, president.


CATHOLIC CHURCH: Alaska Diocese Amends Suit vs. CMRSA
-----------------------------------------------------
The Catholic Bishop of Northern Alaska amended its complaint
against Defendants Catholic Mutual Relief Society of America, and
Traveler's Casualty and Surety Company, formerly known as Aetna
Casualty and Surety Company.

Susan G. Boswell, Esq., at Quarles & Brady LLP, in Tucson,
Arizona, contends that a comprehensive declaratory judgment action
involving CBNA and all of CBNA's primary and excess insurers is
necessary to ensure that there will not be potentially
inconsistent scope of coverage adjudications, which might occur
were there to be separate adjudications of the same scope of
coverage issues between CBNA and one or more, but less than all,
of CBNA's primary and excess liability insurers.

Ms. Boswell asserts that there is a current justifiable case and
controversy between the Diocese and all of the Defendants with
regard to the scope of coverage available to CBNA under the
Defendants' various insurance policies and insurance certificates
with regard to the claims of abuse claimants, as to the scope of
the Defendants' defense and indemnity coverage obligations.

Accordingly, the Diocese asks the Court to issue a declaratory
judgment setting forth an adjudication with regard to all of the
provisions of the Defendants' primary and excess/umbrella
liability insurance policies, as to which CBNA is an insured, that
are required to be addressed to establish the scope of coverage
currently available to CBNA and potentially available to CBNA
under the Defendants' various liability policies with regard to
abuse claims made against CBNA.

                Parties Seek Summary Judgments

A. Diocese of Fairbanks

The Catholic Bishop of Northern Alaska, pursuant to Rule 7056 of
the Federal Rules of Bankruptcy Procedure and Rule 56(a) of the
Federal Rules of Civil Procedure, asks the U.S. Bankruptcy Court
for the District of Alaska for partial summary judgment against
Defendants Catholic Mutual Relief Society of America and The
Catholic Relief Insurance Company of America with regard to the
umbrella coverage provided to CBNA under Catholic Mutual coverage
(i) Certificate No. SMP 6594 for the calendar period April 15,
1979, to April 15, 1982, and (ii) Certificate No. SMP 7093 for the
calendar period April 15, 1982, to April 15, 1983.

In another filing, the Diocese asks the Court to issue a
declaratory judgment finding that the excess liability umbrella
insurance Policy No. 05 XS 587476, issued by Aetna Casualty and
Surety Company, now known as Travelers Casualty and Surety
Company, has a separate $5,000,000 per occurrence limit and
$5,000,000 general aggregate limit for the "Annual" coverage
period of April 15, 1989, to July 1, 1989, and another separate
$5,000,000 per occurrence limit and $5,000,000 general aggregate
limit for the "Annual" coverage period of July 1, 1989, to
July 1, 1990.

Specifically, the Diocese seeks a judicial declaration that the
umbrella coverage certificates issued by Catholic Mutual to the
Diocese provide potential liability coverage for the claims made
by numerous remaining pre- and post-bankruptcy claimants, who
allege they suffered "Post-Abuse Impacts" as "mental injury,"
"mental anguish," "shock," and "humiliation" during one of more of
the Catholic Mutual umbrella liability coverage periods.

The Diocese also seeks a declaratory judgment ruling that, for
each of these annual umbrella coverage periods, there is a
$2,000,000 "per occurrence" limit and there is no "general bodily
injury aggregate" limit applicable to the Diocese's umbrella
liability coverage claims under the Catholic Mutual umbrella
coverage certificates SMP 6594 and SMP 7093.

David A. Paige, Esq., one of the Diocese's counsel, filed
declarations in support of the requests.  The Diocese also filed
support briefs and memoranda.

The Diocese submits that the present motion for partial summary
judgment presents issues regarding the interpretation of standard
policy insurance coverage provision, which are issues of law that
are proper for adjudication by the Court under the Declaratory
Judgment Act.

Susan G. Boswell, Esq., at Quarles & Brady LLP, in Tucson,
Arizona, contends that Catholic Mutual's "denial of coverage"
position letters cite case law authority from other jurisdictions
in an effort to overcome the plain and ordinary meaning of the
umbrella coverage provision in the certificates issued to CBNA.
She argues that the Court should not allow that approach because
there is no "ambiguity" in the coverage provisions that might
otherwise lead the Court to consult case law authority from other
jurisdictions.

"Furthermore, the case law authority cited by Catholic Mutual is
readily distinguishable and, once again, cannot be used by the
defendant to retroactively re-write its coverage," Ms. Boswell
points out, among other things.

B. Travelers Casualty

Defendant Travelers Casualty and Surety Company seeks partial
summary judgment with respect to the Diocese's complaint for
declaratory judgment and a declaration that Travelers has no duty
to defend or indemnify the Diocese pursuant to Coverage A of
Policy No. XS 546692 and Coverage A of Policy No. XS 587476 with
respect to the claims asserted by the 284 individuals, who have
filed sexual abuse proofs of claim against the Diocese based on
alleged abuse that occurred only prior to April 15, 1988, and only
after July 1, 1990.

Frederick P. Marczyk, Esq., filed an affidavit in support of the
request.

In its supporting brief and memorandum, Travelers contends that it
is (i) entitled to partial summary judgment and the declaration it
seeks because no material facts are in dispute, and (ii) entitled
as a matter of law to a declaration that it has no duties or
obligations to CBNA whatsoever in connection with the Claims
pursuant to Coverage A of the Policies.

C. Catholic Mutual

In their cross-motion for a partial summary judgment with respect
to the complaint for declaratory judgment filed by the Diocese,
Defendants The Catholic Mutual Relief Society of America and The
Catholic Relief Insurance Company of America asks the Court for:

  (1) a declaration that the Relief Society has no obligation
      under the umbrella certificates it issued for coverage
      periods April 15, 1979, through April 15, 1983, to
      defend or indemnify CBNA with respect to the abuse claims
      against CBNA that occurred only prior to April 15, 1979;

  (2) a declaration that the coverage afforded to CBNA under
      those Umbrella Certificates, which the Relief Society
      issued during the periods from April 15, 1979, through
      April 15, 1983, is subject to an annual aggregate limit of
      liability in the amount of $2,000,000;

  (3) an order dismissing CBNA's claims under all coverage
      certificates, which the Relief Society issued for coverage
      periods commencing on or after July 1, 1990, for failure
      to comply with the provided mandatory arbitration
      procedures; and

  (4) an order dismissing all claims asserted by CBNA against
      Catholic Mutual because the company has never issued an
      insurance policy or coverage certificate upon which those
      claims could be based.

In its memorandum supporting the cross-motion and in opposition to
the Diocese's request for summary judgment, Catholic Mutual argues
that it is entitled to the sought relief because there is no
dispute as to any material fact and because it is entitled to
partial summary judgment as a matter of law.

John C. Wendlandt, Esq., at Sedor, Wendlandt, Evans & Filippi,
LLC, in Anchorage, Alaska -- wendlandt@alaskalaw.pro -- contends
that the 1979-1983 umbrella excess certificates only cover CBNA's
liability for acts of sexual misconduct occurring during the
coverage period.  He adds that, among other things, allegations of
"Post-Abuse Impacts" do not trigger the occurrence-based coverage
provided by the umbrella excess certificates.

Ray L. Miller, Catholic Mutual's Vice President for Claims, filed
an affidavit supporting the cross-motion.

                 About the Diocese of Fairbanks

The Roman Catholic Diocese of Fairbanks in Alaska, aka Catholic
Bishop of Northern Alaska, aka Catholic Diocese of Fairbanks, aka
The Diocese of Fairbanks, aka CBNA -- http://www.cbna.info/--
filed for Chapter 11 bankruptcy on March 1, 2008 (Bankr. D. Alaska
Case No. 08-00110).  Susan G. Boswell, Esq., at Quarles & Brady
LLP represents the Debtor in its restructuring efforts.  Michael
R. Mills, Esq., of Dorsey & Whitney LLP serves as the Debtor's
local counsel and Cook, Schuhmann & Groseclose Inc. as its special
counsel.  Judge Donald MacDonald, IV, of the United States
Bankruptcy Court for the District of Alaska presides over
Fairbanks' Chapter 11 case.  The Debtor's schedules show total
assets of $13,316,864 and total liabilities of $1,838,719.

The church's plans to file its bankruptcy plan and disclosure
statement on July 15, 2008.  Its exclusive plan filing period
expires on January 15, 2009.  (Catholic Church Bankruptcy News;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


CATHOLIC CHURCH: Fairbanks Professionals File Final Applications
----------------------------------------------------------------
Several professionals employed and retained in connection with the
bankruptcy case of the Catholic Bishop of Northern Alaska
submitted to the U.S. Bankruptcy Court for the District of Alaska
separate final fee applications.  Certain professionals also seek
payments for services incurred relating to the filing of the
applications.

Professional                 Period              Fees  Expenses
------------                 ------              ----  --------
Quarles & Brady LLP   03/01/08 - 03/19/10  $1,842,756  $125,222

Michael Murphy, and   01/15/09 - 03/19/10     184,927     6,347
AlixPartners, LLC

Dorsey & Whitney LLP  11/01/08 - 03/19/10      80,556     5,086

Keegan, Linscott &    03/01/08 - 03/19/10     244,663     1,797
Kenon, P.C.

Pachulski Stang       03/31/08 - 03/31/10   1,000,536    70,362
Ziehl & Jones LLP

Coers Mitchell Law,   01/04/10 - 03/19/10       3,025       356
L.L.C.

Cook Schuhmann &      03/01/08 ? 03/19/10     100,818       822
Groseclose, Inc.

David H. Bundy, P.C.  03/31/08 - 03/30/10      67,665     1,558

Manly & Stewart               --              260,560     1,749

J.H. Cohn LLP         05/07/09 - 03/19/10      50,942    10,888

Quarles & Brady is the Diocese's general reorganization and
restructuring counsel, while Cook Schuhmann, Dorsey, and Coers
Mitchell are special counsel for the Diocese.

Mr. Murphy is the Diocese's future claims representative, and
Keegan Linscott is the accountant and financial consultant.

Pachulski Stang is the Official Committee of Unsecured Creditors'
counsel and Mr. Bundy is the co-counsel.  Manly & Stewart is the
Creditors Committee's special insurance coverage counsel.

                     U.S. Trustee Objects
                   to Cook Schuhmann's Fees

Robert D. Miller, Jr., Acting United States Trustee for Region 18,
reminds the Court that as part of the settlement between the
Diocese and the Creditors Committee, the professionals agreed that
all administrative expenses after the November 19, 2009 agreement
date, will be capped at $150,000.

Mr. Miller contends that Cook Schuhmann has not broken down its
fees and costs to show the amounts being sought before and after
the Settlement Date.  He informs the Court that he previously
objected to an invoice submitted by the firm because the invoice
included secretarial and clerical services in the firm's paralegal
billings, and Cook Schuhmann voluntarily agreed to a $341
reduction for that invoice, for the amount he had identified as
being non-compensable overhead.

Cook Schuhmann's final application continues to include non-
compensable overhead, Mr. Miller argues.  He points out that of
the total amount of fees being sought, Cook Schuhmann has included
$41,426 for Deanna Waters, who billed 379 hours at $110 per hour,
and of which 43.1 hours, or $4,741, appears to be secretarial or
clerical in nature.

Hence, Mr. Miller asks the Court to reduce the amount of Cook
Schuhmann's fees by $4,741.

                 About the Diocese of Fairbanks

The Roman Catholic Diocese of Fairbanks in Alaska, aka Catholic
Bishop of Northern Alaska, aka Catholic Diocese of Fairbanks, aka
The Diocese of Fairbanks, aka CBNA -- http://www.cbna.info/--
filed for Chapter 11 bankruptcy on March 1, 2008 (Bankr. D. Alaska
Case No. 08-00110).  Susan G. Boswell, Esq., at Quarles & Brady
LLP represents the Debtor in its restructuring efforts.  Michael
R. Mills, Esq., of Dorsey & Whitney LLP serves as the Debtor's
local counsel and Cook, Schuhmann & Groseclose Inc. as its special
counsel.  Judge Donald MacDonald, IV, of the United States
Bankruptcy Court for the District of Alaska presides over
Fairbanks' Chapter 11 case.  The Debtor's schedules show total
assets of $13,316,864 and total liabilities of $1,838,719.

The church's plans to file its bankruptcy plan and disclosure
statement on July 15, 2008.  Its exclusive plan filing period
expires on January 15, 2009.  (Catholic Church Bankruptcy News;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


CATHOLIC CHURCH: Portland Wants Sapp Files Unsealed
---------------------------------------------------
The Archdiocese of Portland in Oregon asks the United States
Bankruptcy Court for the Eastern District of Washington to unseal
all documents associated with any claim filed by Shamont Sapp
alleging sexual abuse by a priest, lay person, or member of The
Catholic Bishop of Spokane, also known as The Catholic Diocese of
Spokane.

The Archdiocese of Portland has a pending bankruptcy case in the
United States Bankruptcy Court for the District of Oregon.

Mr. Sapp is a pro se prisoner, who has asserted abuse against
Portland, Spokane, and at least four other Roman Catholic entities
around the country, Thomas V. Dulcich, Esq., at Schwabe,
Williamson & Wyatt, P.C., in Portland, Oregon --
tdulcich@schwabe.com -- tells the Spokane Bankruptcy Court.  He
relates that Portland's investigation to date has revealed that
Mr. Sapp's numerous allegations bear a striking resemblance to one
another, suggesting that the allegations are of questionable
validity.

Mr. Dulcich filed a declaration in support of the request.
Attached to the declaration are copies of correspondence and other
documents from Mr. Sapp to different dioceses, where he asserted
claims of clergy abuse.

Portland anticipates using the unsealed documents in Mr. Sapp's
multi-million dollar claim he has asserted in litigation pending
before the Honorable Magistrate Judge Paul Papak in the United
States District Court for the District of Oregon, Mr. Dulcich
says.  Although the pleading in the Sapp Lawsuit was filed by
Kelly Clark, Esq., Mr. Clark has since withdrawn from his
representation of Mr. Sapp.

Mr. Dulcich contends that Mr. Sapp has abdicated any privacy
interest in his claims against the six dioceses, in two
significant ways:

  (1) Mr. Sapp is litigating against Portland under his own name
      rather than a pseudonym, and there is no protective order
      in place in his litigation against Portland that prevents
      it from making public his interrogatory responses, which
      identify his claim against Spokane; and

  (2) Mr. Sapp is actively seeking publicity for his claims.  In
      recent letters to various individuals and news
      organizations, Mr. Sapp has broadcasted his alleged
      experiences in graphic detail.

In his e-mail, Mr. Sapp clearly states, "I want my story public,"
relates Mr. Dulcich.  In short, Mr. Dulcich argues, whatever
interest Mr. Sapp previously may have had in cloaking his identity
or stories, he no longer has.  "Any privacy concerns that might in
some circumstances justify confidentiality clearly no longer apply
to Mr. Sapp's claims," Mr. Dulcich points out.

The Archdiocese of Portland, therefore, asks the Spokane
Bankruptcy Court -- consistent with Portland's common law right of
access to judicial records -- to unseal all documents associated
with Mr. Sapp's claim against Spokane, to ensure that any jury
that considers his claim against Portland does so with a full
record of his prior claims.

In a separate filing, Portland notifies the Spokane Bankruptcy
Court that Mr. Sapp does not oppose the request.

                      Spokane FCR Objects

Larry E. Prince, the Diocese of Spokane's Future Claims
Representative, relates that he does not know whether Mr. Sapp has
made a claim against Spokane and, if he has, whether any documents
remain or, if they remain, what the documents contain.

"The FCR's concern with the Motion is the potential chilling
effect any order requiring the disclosure of confidential
information may have on Future Tort Claimants," Mr. Prince tells
the Spokane Bankruptcy Court.

Portland's request to unseal, even with Mr. Sapp's consent, is
impermissibly broad and, in any event, cannot be granted given the
express terms of the Confirmed Plan, Mr. Prince contends.  The FCR
acknowledges that it may be possible for a Tort Claimant to
knowingly waive his confidentiality rights and consent to
documents he submitted being made public.  Under the Plan's
confidentiality provisions he cannot, however, waive or consent to
the release of documents provided or prepared by other parties,
Mr. Prince points out.

The wide-sweeping requirement in Portland's request that "all
documents associated with any claim filed" by Mr. Sapp against the
Diocese is overly broad and unduly burdensome, Mr. Prince
contends.  He adds that the request should also be denied because
it does not identify who has the duty to determine what documents
are "associated" with the claims and who will pay the perhaps
significant expenses to comply with the request.

                   About Archdiocese of Portland

The Archdiocese of Portland in Oregon filed for Chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.
Thomas W. Stilley, Esq., and William N. Stiles, Esq., at Sussman
Shank LLP, represent the Portland Archdiocese in its restructuring
efforts.  Albert N. Kennedy, Esq., at Tonkon Torp, LLP, represents
the Official Tort Claimants Committee in Portland, and scores of
abuse victims are represented by other lawyers.  David A. Foraker
serves as the Future Claimants Representative appointed in the
Archdiocese of Portland's Chapter 11 case.  In its Schedules of
Assets and Liabilities filed with the Court on July 30, 2004, the
Portland Archdiocese reports $19,251,558 in assets and
$373,015,566 in liabilities.

The Court approved the Debtor's disclosure statement explaining
its Second Amended Joint Plan of Reorganization on February 27,
2007.  (Catholic Church Bankruptcy News; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                   About The Diocese of Spokane

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts.

The Diocese of Spokane, the Tort Claimants Committee, the Future
Claims Representative, and the Executive Committee of the
Association of Parishes delivered an Amended Plan of
Reorganization, and a Disclosure Statement describing that Plan to
the Court on Feb. 1, 2007.  The Honorable Patricia C. Williams
approved the disclosure statement on March 8, 2007.  On April 24,
2007, the Court confirmed Spokane's second amended joint plan.
That plan is effective May 31, 2007.  (Catholic Church Bankruptcy
News; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


CELL THERAPEUTICS: Inks Exchange Agreement with Noteholders
-----------------------------------------------------------
Cell Therapeutics Inc has entered into exchange agreements with
certain holders of some of the Company's outstanding 4%
Convertible Senior Subordinated Notes due 2010.

Pursuant to the terms of the Exchange Agreements, the Company may
exchange up to approximately 60 million shares of its common stock
for up to approximately $30 million aggregate outstanding
principal amount of Notes in one or a series of exchanges, which
may be effected over several days.  Each of the Company and the
other parties to the Exchange Agreements has the right to decide
whether to participate in a particular exchange and there is no
assurance any exchanges will occur.

The term of the Exchange Agreements is ten days, subject to
extension unless earlier terminated by any party to the Exchange
Agreements.  The final number of shares of common stock and the
final principal amount of Exchange Notes to be exchanged will be
determined based on a number of factors, including, among others,
the trading price and volume of the common stock during the term
of the Exchange Agreements, the volume weighted average price of
the common stock on the securities exchanges where the common
stock is listed for trading and the setting of minimum share
prices with respect to the maximum number of shares that may be
exchanged on a particular trading day.

These factors may cause fluctuations in the trading price of the
Company's common stock during the term of the Exchange Agreements.
The Company will pay accrued and unpaid interest to, but
excluding, the settlement date on the Exchange Notes in cash.

                     About Cell Therapeutics

Headquartered in Seattle, Cell Therapeutics, Inc. (NASDAQ and MTA:
CTIC) -- http://www.CellTherapeutics.com/-- is a
biopharmaceutical company that develops an integrated portfolio of
oncology products aimed at making cancer more treatable.
Subsequent to the closure of its Bresso, Italy operations in
September 2009, CTI's operations are conducted solely in the
United States.

The Company reported $69.59 million in total assets and
$87.73 million in total liabilities, resulting in $18.76 million
in stockholders' deficit at Dec. 31, 2009.

                       Going Concern Doubt

San Francisco-based Stonefield Josephson, Inc., has included an
explanatory paragraph in their report on Cell Therapeutics, Inc.'s
December 31, 2009, 2008 and 2007 consolidated financial statements
regarding their substantial doubt as to the Company's ability to
continue as a going concern.  The independent auditors reported
that the Company has sustained loss from operations over the audit
periods, incurred an accumulated deficit, and has substantial
monetary liabilities in excess of monetary assets as of
December 31, 2009.

                      Bankruptcy Warning

In its Form 10-Q report for the period ended September 30, 2009,
filed with the Securities and Exchange Commission, the Company
warned it does not expect it will have sufficient cash to fund
planned operations through the second quarter of 2010, which
raises substantial doubt about its ability to continue as a going
concern.  The Company said if it fails to obtain capital when
required, the Company said it may be required to delay, scale
back, or eliminate some or all of its research and development
programs and may be forced to cease operations, liquidate its
assets and possibly seek bankruptcy protection.


CHRYSLER LLC: Says May 2010 U.S. Sales Increased 33%
----------------------------------------------------
Chrysler Group LLC on Wednesday reported a U.S. sales increase of
33%, the second consecutive year-over-year percentage sales
improvement, and the first time that monthly sales have topped the
100,000 threshold since March 2009.

"May was another positive sign as sales momentum continues to
build for Chrysler Group, exceeding the 100,000 unit threshold for
the first time in more than a year," said Fred Diaz, President and
Chief Executive Officer -- Ram Truck Brand and Lead Executive for
U.S. Sales.  "The company continues to show improvement each
month, with May being our strongest month this year, exceeding
overall industry growth for the second month in a row."

Chrysler Group LLC reported total U.S. sales for May of 104,819
units, an increase of 33% versus May 2009 (79,010 units).  Sales
increased 10% compared with April 2010 (95,703 units).  Chrysler
Group finished the month with a 49-day supply of inventory
(196,210 units), a 25% decline versus May 2009 (260,407 units).
Overall, U.S. industry sales figures for May are projected at an
estimated 11.9 SAAR, the best month to date for the industry in
2010.

"The production launch of the all-new 2011 Jeep Grand Cherokee in
May signaled the product rebirth of the Chrysler Group, it is a
signature vehicle for the company. It represents the best of
Chrysler Group, the direction we're moving toward producing high-
quality, technologically-advanced vehicles. It is the first of 16
all-new or significantly refreshed vehicles the company is
introducing this year," added Diaz. "We are anticipating that
there will be strong customer demand for the all-new 2011 Jeep
Grand Cherokee adding to the company's momentum as we enter the
summer months."

"Chrysler Group continues competitive incentives in June,
announcing 0% financing for up to 60 months, and 1.9% financing
for 72 months on most 2010 model year Chrysler, Dodge, Jeep and
Ram truck vehicles when financed through GMAC Financial Services,"
added Mr. Diaz.

                           *     *     *

The Wall Street Journal's Neal E. Boudette reports that U.S. auto
sales rose for the seventh month in a row in May on the strength
of big gains by most car makers, including hard-hit Chrysler Group
LLC, and renewed popularity for some large trucks and sport-
utility vehicles.  The Journal, citing Autodata Corp., reports
sales of cars and light trucks jumped 19% in May, to 1.1 million
vehicles.  The Journal says the annualized sales pace for the
month was 11.68 million vehicles -- up from the year-ago figure of
9.86 million and April's 11.2 million rate.

The Journal further reports that General Motors Co., Ford Motor
Co., Honda Motor Co. and Nissan Motor Co. all reported sales
increases ranging from 17% to 24%.  The Journal says Chrysler,
which has been struggling to boost sales since its bankruptcy
reorganization last year, outpaced them all, reporting a rise of
33%.  Chrysler sold 104,819 vehicles in May, the first time in 14
months it surpassed the 100,000 mark.  The Journal notes that
sales of Toyota Motor Corp. -- which has been hobbled by its
recalls -- grew just 6.7% to 162,813 vehicles after it pared back
some sales incentives.

                       About Chrysler Group

Based in Auburn Hills, Michigan, Chrysler Group LLC, formed in
2009 from a global strategic alliance with Fiat Group, produces
Chrysler, Jeep, Dodge, Ram Truck, Mopar(R) and Global Electric
Motorcars brand vehicles and products.  Chrysler Group LLC's
product lineup features some of the world's most recognizable
vehicles, including the Chrysler 300, Jeep Wrangler and Ram Truck.
Fiat will contribute world-class technology, platforms and
powertrains for small- and medium-sized cars, allowing Chrysler
Group to offer an expanded product line including environmentally
friendly vehicles.

                        About Chrysler LLC

Chrysler LLC and 24 affiliates on April 30 sought Chapter 11
protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead Case
No. 09-50002).  Chrysler hired Jones Day, as lead counsel; Togut
Segal & Segal LLP, as conflicts counsel; Capstone Advisory Group
LLC, and Greenhill & Co. LLC, for financial advisory services; and
Epiq Bankruptcy Solutions LLC, as its claims agent.  Chrysler has
changed its corporate name to Old CarCo following its sale to a
Fiat-owned company.  As of December 31, 2008, Chrysler had
$39,336,000,000 in assets and $55,233,000,000 in debts.  Chrysler
had $1.9 billion in cash at that time.

In connection with the bankruptcy filing, Chrysler reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat.  Under the
terms approved by the Bankruptcy Court, the company formerly known
as Chrysler LLC on June 10, 2009, formally sold substantially all
of its assets, without certain debts and liabilities, to a new
company that will operate as Chrysler Group LLC.  Fiat has a 20
percent equity interest in Chrysler Group.

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


CITIGROUP INC: Sold 20% of Citi Stake for $6.2 Billion
------------------------------------------------------
The U.S. Department of the Treasury announced on May 26 the
completion of its sale of 1.5 billion shares of Citigroup common
stock pursuant to a trading plan with Morgan Stanley as sales
agent as announced on April 26.  In this initial plan, Treasury
sold 19.5% of its Citigroup common stock holdings and received
gross proceeds of approximately $6.2 billion from the sale.

The Treasury received 7.7 billion shares of Citigroup common stock
last summer as part of the exchange offers conducted by Citigroup
to strengthen its capital base.  The Treasury exchanged the
$25 billion in preferred stock it received in connection with
Citigroup's participation in the Capital Purchase Program for
common shares at a price of $3.25 per common share.

The Treasury currently owns approximately 6.2 billion shares of
Citigroup common stock and expects to continue selling its shares
in the market in an orderly fashion.  Treasury has entered into a
second pre-arranged written trading plan under which Morgan
Stanley will have discretionary authority to sell an additional
1.5 billion shares under certain parameters.  Because Treasury
will not sell shares during the blackout period set by Citigroup
in advance of its second quarter earnings release, which period is
expected to begin on July 1, the plan will terminate on June 30
even if all shares have not been sold by that time.

The results of the first trading plan will be posted on Treasury's
TARP transaction report within at:

               http://www.financialstability.gov/

The offering will be made only by means of a prospectus.  Morgan
Stanley & Co. Incorporated is acting as a sales agent to Treasury.
Copies of the prospectus supplement and accompanying prospectus
relating to the offering may be obtained from Morgan Stanley & Co.
Incorporated, Attn: Prospectus Department, 180 Varick Street, New
York, NY 10014, by emailing prospectus@morganstanley.com or by
calling toll-free in the United States 1-866-718-1649.

                       About Citigroup Inc.

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.


CLAIRE'S STORES: Hikes CFO Brodin & President Conroy's Salaries
---------------------------------------------------------------
Claire's Stores Inc., filed with the Securities and Exchange
Commission Amendment No. 1 to the company's Annual Report on Form
10-K for the fiscal year ended January 30, 2010, to disclose that
on May 25, 2010, Per Brodin was promoted to Executive Vice
President and Chief Financial Officer of the Company.  Mr. Brodin
has served as Senior Vice President and Chief Financial Officer of
the Company since February 2008.  In connection with such
promotion, the Company's board of directors, upon recommendation
of the compensation committee, approved an increase in Mr.
Brodin's annual base salary from $440,000 to $490,000, effective
May 1, 2010, on the basis of his promotion, his added
responsibility over our global Information Technology function and
his Fiscal 2010 merit increase.

The Company also disclosed that on May 25, 2010, the Company's
Board of Directors, upon recommendation of the Company's
compensation committee, approved a Second Amendment to the
Employment Agreement of James G. Conroy, the Company's President.
Mr. Conroy's employment agreement was amended to provide for an
increase of his annual base salary to $665,000, effective May 1,
2010, on the basis of his previous promotion to President in April
2009 and his Fiscal 2010 merit increase.

The original annual report was filed on April 13, 2010.

A full-text copy of Amendment No. 1 is available at no charge
at http://ResearchArchives.com/t/s?63d0

                       About Claire's Stores

Claire's Stores, Inc. -- http://www.clairestores.com/-- operates
as a specialty retailer of fashion accessories and jewelry for
preteens and teenagers, as well as for young adults in North
America and internationally.  It offers jewelry products that
comprise costume jewelry, earrings, and ear piercing services; and
accessories, including fashion accessories, hair ornaments,
handbags, and novelty items.

Based in Pembroke Pines, Florida, Claire's Stores operates under
two brands: Claire's(R), which operates worldwide and Icing(R),
which operates only in North America.  As of Jan. 31, 2009,
Claire's Stores, Inc., operated 2,969 stores in North America and
Europe.  Claire's Stores, Inc., also operates through its
subsidiary, Claire's Nippon, Co., Ltd., 213 stores in Japan as a
50:50 joint venture with AEON, Co., Ltd.  The Company also
franchises 198 stores in the Middle East, Turkey, Russia, South
Africa, Poland and Guatemala.

At May 1, 2010, the Company had total assets of $2,828,167,000
against total current liabilities of $189,612,000; long-term debt
of $2,297,603,000; revolving credit facility of $194,000,000;
obligations under capital leases of $17,290,000; deferred tax
liability of $121,156,000; deferred rent expense of $22,680,000;
unfavorable lease obligations and other long-term liabilities of
$34,070,000; resulting in stockholder's deficit of $48,244,000.


CLAIRE'S STORES: Reports $12,300,000 Net Loss for May 1 Qtr
-----------------------------------------------------------
Claire's Stores, Inc., reported a net loss of $12,300,000 for the
three months ended May 1, 2010, from a net loss of $29,023,000 for
the three months ended May 2, 2009.  Net sales were $322,077,000
for the three months ended May 1, 2010, from $293,098,000 for the
three months ended May 2, 2009.

At May 1, 2010, the Company had total assets of $2,828,167,000
against total current liabilities of $189,612,000; long-term debt
of $2,297,603,000; revolving credit facility of $194,000,000;
obligations under capital leases of $17,290,000; deferred tax
liability of $121,156,000; deferred rent expense of $22,680,000;
unfavorable lease obligations and other long-term liabilities of
$34,070,000; resulting in stockholder's deficit of $48,244,000.

In a press statement, Chief Executive Officer Gene Kahn commented,
"Our first quarter results demonstrate continued improvement
despite a volatile global economy. We acknowledge the contribution
of our worldwide team for their steadfast commitment to our
business objectives which helped produce this relatively strong
performance."

At May 1, 2010, cash and cash equivalents were $220.0 million and
$194.0 million continued to be drawn on the Company's Revolving
Credit Facility.  The Company drew the full available amount under
the facility during the fiscal 2008 fourth quarter to preserve the
availability of the commitment because a member of the facility
syndicate, Lehman Brothers, filed for bankruptcy.  The agent bank
has not yet found a replacement for Lehman Brothers in the
facility syndicate, or arranged for the assumption of Lehman
Brothers' commitment by a creditworthy entity.  The Company will
continue to assess whether to pay down all or a portion of this
outstanding balance based on various factors, including the
creditworthiness of other syndicate members and general economic
conditions.

During the fiscal 2010 first quarter, the Company paid
$16.8 million to retire $6.0 million of Senior Toggle Notes and
$15.6 million of Senior Subordinated Notes.

A full-text copy of the Company's Form 10-Q report is available at
no charge at http://ResearchArchives.com/t/s?63cd

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?63d1

                       About Claire's Stores

Claire's Stores, Inc. -- http://www.clairestores.com/-- operates
as a specialty retailer of fashion accessories and jewelry for
preteens and teenagers, as well as for young adults in North
America and internationally.  It offers jewelry products that
comprise costume jewelry, earrings, and ear piercing services; and
accessories, including fashion accessories, hair ornaments,
handbags, and novelty items.

Based in Pembroke Pines, Florida, Claire's Stores operates under
two brands: Claire's(R), which operates worldwide and Icing(R),
which operates only in North America.  As of Jan. 31, 2009,
Claire's Stores, Inc., operated 2,969 stores in North America and
Europe.  Claire's Stores, Inc., also operates through its
subsidiary, Claire's Nippon, Co., Ltd., 213 stores in Japan as a
50:50 joint venture with AEON, Co., Ltd.  The Company also
franchises 198 stores in the Middle East, Turkey, Russia, South
Africa, Poland and Guatemala.


COMMERCIAL VEHICLE: All Directors Enter 90-Day Lock-Up Deal
-----------------------------------------------------------
Commercial Vehicle Group, Inc., said that all of the directors and
executive officers of the company entered into a 90-day lock-up
agreement with Robert W. Baird & Co. Incorporated in connection
with a registered public offering of common stock in which Baird
served as the sole underwriter.  The Company has been informed
that Baird has agreed to release all directors and executive
officers from the lock-up agreements dated May 26, 2010.

                  About Commercial Vehicle Group

New Albany, Ohio-based Commercial Vehicle Group, Inc., (Nasdaq:
CVGI) supplies fully integrated system solutions for the global
commercial vehicle market, including the heavy-duty truck market,
the construction and agricultural markets, and the specialty and
military transportation markets.  The products include static and
suspension seat systems, electronic wire harness assemblies,
controls and switches, cab structures and components, interior
trim systems (including instrument panels, door panels,
headliners, cabinetry and floor systems), mirrors and wiper
systems specifically designed for applications in commercial
vehicles.  The Company has facilities located in the United States
in Arizona, Indiana, Illinois, Iowa, North Carolina, Ohio, Oregon,
Tennessee, Virginia and Washington and outside of the United
States in Australia, Belgium, China, Czech Republic, Mexico,
Ukraine and the United Kingdom.

Commercial Vehicle Group Inc.'s balance sheet at December 31,
2009, showed $250.5 million in total assets and $288.2 million in
total liabilities, resulting in a $37.7 million stockholders'
deficit.

                          *     *     *

Commercial Vehicle carries a 'Caa2' Corporate Family Rating and
'Caa2/LD' Probability of Default Rating from Moody's.  It has a
'CCC+' corporate credit rating from Standard & Poor's.


COMMUNITY BANCORP: Files For Chapter 7 Protection
-------------------------------------------------
BankruptcyData.com reports that Community Bancorp filed for
Chapter 7 protection (Bankr. D. Nev. Case No. 10-20038).  This
bank holding company is represented by Richard F. Holley of
Santoro, Driggs, Walch, Kearney, Holley & Thompson.  The U.S.
Trustee scheduled a July 7, 2010 meeting of creditors under 11.
U.S.C. Sec. 341.

On August 14, 2009, Community Bank of Nevada, Las Vegas, Nevada,
was closed by the State Commissioner, by order of the Nevada
Financial Institutions Division, which then appointed the Federal
Deposit Insurance Corporation as receiver.

On its most recent annual report filed with the SEC, Community
Bancorp listed $1.7 billion in total assets, but the Chapter 7
petition indicates just $44 million.

                      About Community Bancorp

Community Bancorp -- http://www.community-bancorp.com/
--headquartered in Las Vegas, Nevada, was the holding company for
Community Bank of Nevada and Community Bank of Arizona.  In 2002,
Community Bancorp was formed as the holding company of Community
Bank of Nevada, a Las Vegas based bank organized in July 1995 by
local community leaders and experienced bankers with the mission
of providing superior community banking services.


CONTINENTAL ALLOYS: Moody's Upgrades Corp. Family Rating to 'Caa1'
------------------------------------------------------------------
Moody's Investors Service upgraded Continental Alloys & Services,
Inc.'s Corporate Family Rating to Caa1 from Caa2, its Probability
of Default Rating to Caa1 from Caa2 and its senior secured bank
credit facilities to Caa1 (LGD 4, 53%) from Caa2 (LGD4, 51%).  The
rating outlook is positive.

The upgrade reflects an improved liquidity profile and recovery in
sequential operating results.  A recovery in oilfield services
demand, $14.5 million equity contribution, working capital
management and cost reduction efforts have improved the company's
credit ratios.  In addition, the company, through an amended bank
credit facility, is expected to have sufficient financial covenant
cushion in 2010.

The positive outlook reflects the expectation that debt will be
reduced further in 2010 through free cash flow generation.  If
Continental is successful in continuing to manage working capital
and liquidity, as well as repay debt and reduce financial leverage
(debt/EBITDA below 4.0x on a sustainable basis), an upgrade to B3
is possible.

Continental's EBITDA (as adjusted for Moody's adjustments) over
the last twelve months ending March 31, 2010 was less than
$20 million, a cyclical low, driven by curtailed North American
exploration and production capital budgets.  However, the
company's sequential earnings trends have been increasing, as
upstream spending levels have begun to recover.  In addition, as
Continental has worked off higher cost inventory, lowered its cost
structure and as a result of continued focus on value-added
services, margins have been improving and have remained higher
than several of its metals distribution peers.  Nevertheless,
Moody's expects the company's profitability levels will remain
volatile due to its reliance on demand for completion products and
tools.  Moody's remain concerned that weak natural gas prices
could result in spending levels being constrained in the second
half of 2010.

Moody's estimates Continental's debt/EBITDA for the last twelve
months ending March 31, 2010, to be over 8.0x.  With a
$14.5 million equity contribution from its private equity sponsor
and management in the second half of 2009 and free cash flow
generation, the company has reduced debt from $154 million at
year-end 2008 to $121 million at the end of May (as adjusted for
operating leases).  Debt is expected to be further reduced in 2010
from free cash flow generation, with debt/EBITDA expected to be
under 4.0x by year-end.

The last rating action was on June 3, 2009, when Moody's
downgraded Continental's ratings over earnings and liquidity
concerns.

Continental Alloys & Services, Inc., is a materials supplier to
the energy service industry and is headquartered in Spring, Texas.


COOPER-STANDARD AUTOMOTIVE: S&P Raises Corp. Credit Rating to 'B+'
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Novi, Mich.-based auto supplier Cooper-Standard
Automotive Inc. to 'B+' from 'D'.  The rating action follows the
announcement that Cooper-Standard Holdings Inc., the parent of
Cooper-Standard Automotive, along with its subsidiaries that also
filed for Chapter 11 protection, emerged from bankruptcy on
May 27, 2010, and that its second amended joint Chapter 11 plan of
reorganization had become effective.  The company reported that
its Canadian subsidiary, Cooper-Standard Automotive Canada
Limited, had also emerged from bankruptcy protection in Canada on
May 27.

At the same time, S&P assigned a 'B+' issue-level rating and '3'
recovery rating on Cooper-Standard Automotive's $450 million 8.5%
unsecured notes due May 1, 2018.  The company issued the notes in
late April and the proceeds were released from escrow on May 27,
2010.

The outlook is stable.  The outlook reflects S&P's view that
Cooper-Standard's intermediate-term financial prospects will
support the 'B+' rating, in part because of the company's reported
reduction of permanent debt in the capital structure.  S&P also
bases this outlook on its assumption that Cooper-Standard's
restructuring activities during the downturn and ongoing operating
efficiency initiatives have created some sustainable margin
improvement that should result in earnings and free cash
generation as vehicle production rises somewhat, year over year,
with expected inventory rebuilding in North America.  In Europe,
S&P assumes the company can benefit from an improved product mix,
despite S&P's expectation that auto sales there will be flat or
down slightly, year over year, in 2010.

"S&P could raise the ratings if S&P believed Cooper-Standard could
achieve and sustain meaningful free cash generation, but S&P
currently do not expect this in 2010 or 2011," said Standard &
Poor's credit analyst Nancy Messer.  "Alternatively, S&P could
lower the ratings if S&P believed auto industry markets would not
improve as S&P assumes or if the economic recovery falters,
thereby preventing the company from achieving the financial
measures in 2010 that S&P expects for the 'B+' rating," she
continued.  S&P expects lease- and pension-adjusted total debt to
EBITDA of about 3.5x as of Dec. 31, 2010, and funds from
operations to total debt of 13.5% or better.  S&P could also
consider lowering the ratings if S&P believed the company would
have more than $25 million in negative free cash generation in
2010 or 2011 because of lower revenues, atypically high commodity
costs, unexpected higher capital spending, or impaired margins.
S&P could also lower the ratings if Cooper-Standard makes a
transforming acquisition with available cash or makes a debt-
financed acquisition, or if the new board of directors adopts a
radically different business strategy or financial policies.


CORELOGIC, INC: Moody's Assigns 'Ba2' Rating on $500 Mil. Loan
--------------------------------------------------------------
Moody's Investors Service has assigned definitive corporate family
and probability of default ratings of Ba2 to CoreLogic, Inc.
(formerly The First American Corporation's Information Solutions
Company).  Concurrently, Moody's assigned Ba2 ratings to
CoreLogic's $500 million revolving credit facility and $350 Senior
Secured Term Loan.  The rating outlook is stable.

Due to the completion of the spin-off of its financial services
businesses (mainly its title insurance and specialty insurance
reporting segments) into a separate public company, Moody's has
removed the former (P) provisional ratings previously assigned to
the senior secured revolver and term loan.

CoreLogic's Ba2 CFR reflects the company's leading market position
within the mortgage settlement services market, long-standing
relationships with several of the largest financial institutions,
solid financial performance through economic cycles, and an
increasingly diversified business model consisting of proprietary
data analytics (e.g., loan performance and fraud detection) and
risk mitigation services (e.g., credit services, employer
services, and litigation support).  The rating is constrained,
however, by the company's high revenue concentration
(approximately 70% real estate related), high customer
concentration (with its top 10 clients accounting for about half
of total revenue), and low geographic diversity (with
substantially all of its revenue generated in the U.S.).

A short-term speculative grade liquidity rating of SGL-1 has also
been assigned, reflecting CoreLogic's very good internal and
external liquidity following the spin-off, including a cash
balance in excess of $350 million and cash flow from operations
that should be more than sufficient to fund necessary capital
expenditures, working capital requirements and mandatory debt
amortization over the next twelve months.  The company has
external liquidity in the form of its $500 million revolving
credit facility ($85 million is currently drawn) that expires in
July 2012.  However, in connection with the potential purchase of
the remaining Experian interest in the First American Real Estate
Solutions LLC joint venture in December 2010, the company may
incur additional debt related to the $318 million purchase price.
To the extent that the revolver is substantially used to fund the
acquisition, the company could face intermediate-term refinancing
needs given the relatively short duration of the revolver.

The stable rating outlook reflects the company's solid operating
performance amidst the economic downturn and weak housing market,
supported by the strength of the company's customer base, its
proprietary data assets, significant operating leverage, and the
growing diversity of revenue streams outside of mortgage
originations.  In addition, the stable outlook considers Moody's
expectation that management will maintain conservative financial
policies with a leverage target not exceeding 3x on a sustained
basis.

These first-time ratings/assessments were assigned:

* Corporate Family Rating -- Ba2

* Probability of Default Rating -- Ba2

* $500 Million Senior Secured Revolving Credit Facility due 2012 -
  - Ba2 (LGD-3, 42%)

* $350 Million Senior Secured Term Loan due 2016 -- Ba2 (LGD-3,
  42%)

* Speculative Grade Liquidity Rating of SGL-1

The last rating action was on March 8, 2010, when Moody's assigned
a (P)Ba2 rating to the company's proposed $500 million revolving
credit facility.

CoreLogic, Inc., headquartered in Santa Ana, California, is a
leading provider of property and mortgage data and analytics
products and solutions.  The company provides outsource solutions
in mortgage risk analytics; property, credit and employment
information.  Revenues for the twelve months ended March 31, 2010,
were approximately $2 billion.


DANKA BUSINESS: Shareholders Okay Members' Voluntary Liquidation
-----------------------------------------------------------------
Danka Business Systems PLC reported that its shareholders in favor
of the members' voluntary liquidation, which was considered by the
Company's directors to be the most appropriate way of distributing
surplus assets to shareholders after:

   a) Danka's disposal of its European businesses to Ricoh Europe
      BV in January 2007, and

   b) the disposal by Danka Holding Company, an indirect
      subsidiary of Danka, of its US trading subsidiary, Danka
      Office Imaging Company, to Konica Minolta Business Solutions
      U.S.A. Inc. in June 2008.

According to the Company, shareholders are entitled to receive
any surplus assets remaining after the payment of creditors and
expenses of the liquidation up to an amount of $392 million.  As
the Directors' estimated there would only be surplus assets of
approximately $66 million, the CPS would have been entitled to
receive the whole of the surplus, leaving no amount available to
the Ordinary Shareholders.  However, as reported in the Circular
recommending the liquidation, the CPS directed the liquidators to
pay to the Ordinary Shareholders $0.03 per ordinary share or $0.12
per ADS in priority to the CPS at such time as they are in a
position to make a distribution to shareholders.  For reasons that
are explained in greater detail below, the liquidators are not yet
in a position to make the Payment.

A full-text copy of the Company's regulatory filing is available
for free at http://ResearchArchives.com/t/s?63d9

Danka Business Systems PLC (LON: DNK) -- http://www.danka.com/--
offered document solutions including office imaging equipment:
digital and color copiers, digital and color multifunction
peripherals printers, facsimile machines, and software in the
United States.  It also provided a range of contract services,
including professional and consulting services, maintenance,
supplies, leasing arrangements, technical support and training,
collectively referred to as Danka Document Services.


DELPHI CORP: Objects to Pensioners' Plea to Undo Plan Termination
-----------------------------------------------------------------
DPH Holdings Corp. and its affiliates object to Dennis Black,
Charles Cunningham, Kenneth Hollis and the Delphi Salaried
Retirees Association's request to file a second amended complaint
to the extent the Salaried Retirees seek relief that would undo
termination of, and reinstate, the Delphi Retirement Program for
Salaried Employees.

The Salaried Retirees' request is in relation to an action they
commenced against the Pension Benefit Guaranty Corporation before
the U.S. District Court for the Eastern District of Michigan.

Counsel to the Reorganized Debtors, John Wm. Butler, Jr., Esq.,
at Skadden, Arps, Slate, Meagher & Flom LLP, in Chicago,
Illinois, argues that the relief sought implies a potential
collateral attack on the Modified First Amended Joint Plan of
Reorganization and its related confirmation order dated July 30,
2009.  "If the Salaried Retirees are seeking to put the Pension
Plan to the Reorganized Debtors, then the relief sought would
undo a critical element of the Modified Plan -- resolving the
Debtors' pension issues -- and would render the Reorganized
Debtors immediately insolvent and thus unable to pay allowed
administrative claims in full as set forth in the Modified Plan,"
he asserts.  "The Reorganized Debtors would, thus, be forced to
liquidate," he emphasizes.

Mr. Butler reminds the U.S. Bankruptcy Court for the Southern
District of New York that at the time the Debtors proposed the
Modified Plan, their reorganization was not feasible unless all
of Delphi's pension obligations were either terminated or
assigned.  To that end, the Debtors and the PBGC entered into a
comprehensive agreement providing for the termination of the
Pension Plan and compromising the PBGC's substantial claims
against the Debtors.  Similarly, the transactions consummated
under Delphi's Master Disposition Agreement were expressly
conditioned on the effectiveness of the PBGC Settlement
Agreement, primarily because the buyers did not want the risk
associated with the PBGC's asserted liens against certain non-
Debtor foreign affiliates.

Against this backdrop, the Reorganized Debtors ask Judge Drain to
deny the Salaried Retirees' Motion to the extent that the Second
Amended Complaint seeks relief that would directly or indirectly
create liabilities or obligations for them in relation to the
Pension Plan.

The Bankruptcy Court will convene a hearing to consider the
Salaried Retirees' request on June 30, 2010.

                DSRA Uncovers Evidence Supporting
                  Unjust Termination of Pension

The Delphi Salaried Retirees Association or DSRA found new
evidence proving that the termination of the Pension Plan by the
PBGC in 2009 was unjustified, as verified by two independent
actuaries, Kokomo Perspective reports.

The article discloses that at the time the Delphi Pension Plan
was terminated by the PBGC, the Adjusted Funding Target
Attainment Percentage was 85.6%.  A study produced by Milliman
Inc., an actuarial firm, indicated that the funded status of the
100 largest defined benefit pension plans was 81.7% during 2009,
meaning the Delphi Pension Plan was more fully funded than other
plans that were unterminated or even considered for termination,
Kokomo Perspective elaborates.

The DSRA also obtained the deposition of Matthew Feldman, a
member of the U.S. Department of the Treasury's Auto Task Force,
stating that the level of involvement by the Task Force and the
Treasury Department in the speed with which the Delphi Pension
Plan was terminated, the report reveals.  The deposition
highlights that the U.S. government was looking out for its own
interests, as a majority owner of General Motors Company or New
GM rather than fulfilling its lawful duties, according to the
report.

The new evidence and information were incorporated in the DSRA's
pleadings responsive to the PBGC's summary judgment motion filed
with the District Court.

                Lawmakers Blast Sec. Geithner for
                Refusing to Answer Pension Queries

Timothy F. Geithner, secretary of the U.S. Treasury Department,
declined to answer questions asked by U.S. Representatives Mike
Turner and Dan Burton concerning the Treasury Department's role
in a decision that led to a loss of pension value of former
Delphi employees, according to a public statement by Mr. Turner
dated May 20, 2010.

Mr. Turner stated that the administrative record of the PBGC show
that the organization had discussions with the Treasury
Department when a decision was made to reduce pension payouts for
non-union employees of Delphi Corp.

Messrs. Turner and Burton previously asked the Treasury
Department, specifically Mr. Geithner in January 2010, to answer
a series of questions related to the pension reduction decision.
Mr. Geithner recently responded that he would not answer most of
the questions because the matter is subject of a lawsuit filed by
the Salaried Retirees against the PBGC.

"This refusal to answer questions is an outrage against the
salaried retirees of Delphi, in Ohio and other states," Mr.
Turner commented.

A transcript of extracts from Mr. Geithner's responses dated
January 27, 2010, related to the PBGC/Delphi Salaried Pensions is
available for free at:

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

In a related development, U.S. Senator Sherrod Brown related in a
May 11, 2010 public statement that he would object to the
nomination of Joshua Gotbaum as director of the PBGC.  That
action, related Mr. Brown, is designed to prevent the
consideration of the nomination by unanimous consent, in order to
urge U.S. President Barack Obama's administration to bring
General Motors Company to the table to meet the pension
obligations of Delphi salaried retirees.

"We owe it to Delphi retirees to take all steps possible to
secure their pensions," Mr. Brown said in the public statement.
"That's why I'm urging the Obama Administration to encourage GM
to meet its obligations to Delphi retirees," Mr. Brown added.

In a separate report, U.S. Rep. Timothy J. Ryan, D-Niles, said
that he would use time he had with President Obama to argue the
case for the Salaried Retirees who lost their health care with
the reorganization of Delphi Packard Electric, Raymond L. Smith
of the Tribune Chronicle reports.  Mr. Ryan's statement was in
relation of President Obama's visit in Mahoning Valley, Ohio,
last May 19, 2010.  Mr. Ryan disclosed that he mentioned the
plight of the Delphi salaried retirees on the last two times he
met with President Obama and also talked to Mr. Geithner.

Bruce Gump, chairman of Warren Legislative Group of the DSRA,
commented that he hopes someone in the Obama administration will
help them resolve their pension issues, The Tribune Chronicle
adds.

www.wfmj.com noted in a separate report that a Congressional
hearing will be held in Ohio sometime in the summer with respect
to the Delphi Salaried Retirees' pensions.  U.S. Rep. Ryan and
U.S. Rep. Charlie Wilson said they will hold the hearing to
discuss the differences in the pensions of Delphi salaried and
hourly rate employees, according to www.wfmj.com

In a related development, Delphi retirees made a protest before
Delphi's former plant in Oak Creek, Wisconsin, to bring attention
to lost jobs, www.fox6now.com reports.  The City of Oak Creek is
looking forward to the demolition of the former Delphi plant in
light of a building of a new I-94 Interchange at Drexel, which is
expected to make the site prime business real estate property.

                        About Delphi Corp.

Based in Troy, Michigan, Delphi Corporation (PINKSHEETS: DPHIQ)
-- http://www.delphi.com/-- was a global supplier of mobile
electronics and transportation systems, including powertrain,
safety, steering, thermal, and controls & security systems,
electrical/electronic architecture, and in-car entertainment
technologies.  Delphi had approximately 146,600 employees and
operates 150 wholly owned manufacturing sites in 34 countries with
sales of $18.1 billion in 2008.

The Company filed for Chapter 11 protection on October 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represent the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court confirmed Delphi's plan on January 25, 2008.  The Plan
was not consummated after a group led by Appaloosa Management,
L.P., backed out from their proposal to provide US$2,550,000,000
in equity financing to Delphi.  At the end of July 2009, Delphi
obtained confirmation of a revised plan, build upon a sale of the
assets to a entity formed by some of the lenders who provided
$4 billion of debtor-in-possession financing, and General Motors
Company.

On October 6, 2009, Delphi Corp.'s Chapter 11 plan of
reorganization became effective.  A Master Disposition Agreement
executed among Delphi Corporation, Motors Liquidation Company,
General Motors Company, GM Components Holdings LLC, and DIP Holdco
3, LLC, divides Delphi's business among three separate parties --
DPH Holdings LLC, GM Components, and DIP Holdco 3.

Delphi emerged from Chapter 11 as DPH Holdings.  DPH Holdings will
remain responsible for the post-Effective Date administration and
eventual closing of the Chapter 11 cases as well as the
disposition of certain retained assets and payment of certain
retained liabilities as provided under the Modified Plan.

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


DELPHI CORP: Parties Fight Sealed Avoidance Suits
-------------------------------------------------
Twenty-six creditors are opposing Delphi Corp.'s previous filing
of complaints under seal without their knowledge and the entry of
certain orders extending deadlines under Rule 4(m) of the Federal
Rules of Civil Procedure, past the expiration of the statute of
limitations.

The orders are referred to as "Avoidance Claims Order" and relate
to:

  (i) that order entered on August 16, 2007, establishing
      procedures for certain adversary proceedings, including
      those commenced by the Debtors under Sections 541, 544,
      545, 547, 548 or 553 of the Bankruptcy Code; and

(ii) that order extending the deadline under Civil Rule 4(m),
      by which the Debtors would be required to serve process on
      March 28, 2008, April 30, 2008, and October 22, 2009.

Microchip Technology Incorporated, Wagner-Smith Company and
Affinia Group Holdings, Inc., filed similar Motions to Vacate.
Wagner-Smith filed its request in February 2010; Microchip in
March 2010; and Affinia in May 2010.

Delphi Corp. previously filed under seal avoidance actions
against certain parties seeking to recover amounts in alleged
preferential transfers made to those parties.  In September 2007,
Delphi opened a file which allegedly contained sealed complaints
against the parties.

The Creditors complain that they first learnt of being sued by
the Debtors for alleged preferential transfers 2 1/2 years after
the expiration of the statute of limitations.  The Creditors
further assert that the Reorganized Debtors finally served them
with the unsealed complaints 4 1/2 years after the alleged
preferential transfers were purportedly made.

The 26 Opposing Creditors and the corresponding preferential
transfers allegedly made by the Debtors to them are:

                                              Preferential
Defendant                                   Transfer Amount
---------                                   ---------------
Ambrake Corporation                             $39,000,000
GBC Metals LLC                                   24,534,559
Setech, Inc.                                     21,332,109
Valeo Climate Control Corp., et al.              19,500,000
ATS Automation Tooling Systems Inc.              17,312,532
The Timken Company, Timken Corp., et al.         12,083,005
Doshi Prettl International                        8,710,942
Spartech Polycom                                  8,637,901
Sumitomo Wiring Systems (USA), Inc., et al        7,500,000
DSSI LLC and DSSI                                 7,070,216
Norilsk Nickel USA, Inc.                          6,367,078
M&Q Plastic Products L.P.                         6,600,000
Florida Production Engineering, Incorporated      5,696,884
Mubea, Inc.                                       5,000,000
MSX International, Inc.                           4,400,000
NGK Automotive Ceramics USA, Inc.                 4,000,000
Bosch Chassis Systems Columbia L.L.C.             3,600,000
Wells Fargo Bank, N.A.                            2,741,531
Access One                                        1,456,934
GKN Sinter Metals LLC                             1,200,000
Fin Machine Co. Ltd.                              1,132,271
Robert Bosch GmbH and Robert Bosch LLC            1,087,460
Ex-Cell-O Machine Tools, Inc.                       611,528
D&S Machine Products, Inc.                          450,000
Pro Tech Machine                                          -
Stephenson & Sons Roofing                                 -
Carlisle Companies Incorporated                           -
MJ Celco, Inc. also known as MJ Celco                     -

In separate motions filed with the Court, the Creditors ask Judge
Drain to, among others:

  (1) vacate, with respect to them, the interlocutory Extension
      Orders pursuant to the Court's discretionary authority
      for these reasons:

        -- Delphi's intentional failure to provide the Avoidance
           Defendants with notice of the motions seeking entry
           of the Extension Orders violates due process and
           renders the Extension Orders void and unenforceable;

        -- cause did not exist to extend the time for service of
           the Complaints; and

        -- the Complaints were improperly filed under seal
           pursuant to Section 107 of the Bankruptcy Code;

  (2) dismiss with prejudice the Complaints against them,
      pursuant to Rule 12(b)(6) of the Federal Rules of Civil
      Procedure, made applicable by Rule 7012(b) of the Federal
      Rules of Bankruptcy Procedure for these reasons:

        -- It is barred by the two-year statute of limitations;
           and

        -- It does not comply with the pleading requirements In
           re Ashcroft v. Igbal, 129 S.Ct. 1937 (2009); and

  (3) dismiss the Complaints because they are barred by laches,
      judicial estoppel or res judicata.

In the alternative, the Creditors ask the Court to direct the
Reorganized Debtors to provide a more definite statement of the
pleadings pursuant to Civil Rule 12(e) and Bankruptcy Rule
7012(e).

In support of their Motions to Vacate, various Creditors filed
with the Court memoranda of law.  With respect to Setech, Richard
M. Eddinger filed a declaration in support of Setech's Motion.
Mr. Eddinger stated that Setech had no knowledge that the Debtors
would sue or in fact did sue, Setech until it received the
complaint in April 2010.  Mr. Eddinger is vice president and
chief financial officer of Setech.

"The combination of permitting the Debtors to file the Complaints
under seal -- thus concealing from the Creditors that they had
been sued -- while repeatedly extending the Debtors' time to
serve process for nearly two and a half years after the
expiration of the statute of limitations, all without notice or
an opportunity for the Creditors to object, has resulted in
proceedings completely devoid of procedural due process," says
Dawn R. Copley, Esq., at Dickinson Wright PLLC, in Ann Arbor,
Michigan -- dcopley@dickinsonwright.com -- counsel to Ambrake,
one of the Creditors.

Delphi's Complaints are also barred by the 2-year statute of
limitations, Ms. Copley asserts.  Allowing Delphi to prosecute
its claims now, more than 2 years after the statute of
limitations expired and more than 4 years after the alleged
preference payments were made, would result in unfair prejudice
to the Creditors and would eviscerate the purpose of the statute
of limitations, she emphasizes.

Even in the absence of Delphi's due process violations, the
Extension Orders should be vacated, Ms. Copley contends.  For
one, cause simply did not exist for the repeated extension
requests made by Delphi under Civil Rule 4(m), made applicable by
Rule 7004 of the Federal Rules of Bankruptcy Procedure, she
insists.

Ms. Copley notes that Civil Rule 12(e) and Bankruptcy Rule
7012(b) allow a party to move for a more definite statement of a
pleading to which a responsive pleading is allowed but which is
so vague or ambiguous that the party cannot reasonably prepare a
response.  In the current situation, the only factual allegation
asserted regarding the alleged preferential transfers is the list
of transfer dates, transfer amounts and transfer types, she
points out.  Given the lack of further information as to which of
the Debtors initiated those transfers, the Creditors cannot
reasonably prepare a response to the allegations contained in the
Complaints, she stresses.

Tyco Adhesives LP; LDI Incorporated; Invotech Engineering Inc.;
Universal Tool & Engineering Company, Inc.; Sumitomo Corporation
and Sumitomo Corp. of America join in the Creditors' Motions to
Vacate the Avoidance Claims Orders.

In addition, these entities filed joinders to Microchip's,
Wagner-Smith's and Affinia's Motions to Vacate Avoidance Claims
Orders:

* Wells Fargo Bank, N.A.
* Monroe, Inc.
* Tyco Adhesives LP
* Regions Bank Birmingham
* Barnes & Associates
* Universal Tool & Engineering Company, Inc.
* Critech Research Inc.; F.A.
* Tech Corporation Williams
* Blair Strip Steel Co.
* Ahaus Tool & Engineering Inc.
* Tata America International Corporation dba TCS America
* E.I. du Pont de Nemours and Company
* Invotec Engineering Inc.
* Prudential Relocation, Prudential Relocation Inc. and
  Prudential Relocation Int'l.
* Shuert Industries, Inc.
* Sumitomo Corporation
* Brake Parts, Inc.

                        About Delphi Corp.

Based in Troy, Michigan, Delphi Corporation (PINKSHEETS: DPHIQ)
-- http://www.delphi.com/-- was a global supplier of mobile
electronics and transportation systems, including powertrain,
safety, steering, thermal, and controls & security systems,
electrical/electronic architecture, and in-car entertainment
technologies.  Delphi had approximately 146,600 employees and
operates 150 wholly owned manufacturing sites in 34 countries with
sales of $18.1 billion in 2008.

The Company filed for Chapter 11 protection on October 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represent the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court confirmed Delphi's plan on January 25, 2008.  The Plan
was not consummated after a group led by Appaloosa Management,
L.P., backed out from their proposal to provide US$2,550,000,000
in equity financing to Delphi.  At the end of July 2009, Delphi
obtained confirmation of a revised plan, build upon a sale of the
assets to a entity formed by some of the lenders who provided
$4 billion of debtor-in-possession financing, and General Motors
Company.

On October 6, 2009, Delphi Corp.'s Chapter 11 plan of
reorganization became effective.  A Master Disposition Agreement
executed among Delphi Corporation, Motors Liquidation Company,
General Motors Company, GM Components Holdings LLC, and DIP Holdco
3, LLC, divides Delphi's business among three separate parties --
DPH Holdings LLC, GM Components, and DIP Holdco 3.

Delphi emerged from Chapter 11 as DPH Holdings.  DPH Holdings will
remain responsible for the post-Effective Date administration and
eventual closing of the Chapter 11 cases as well as the
disposition of certain retained assets and payment of certain
retained liabilities as provided under the Modified Plan.

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


DENNIS GIBBS: Section 341(a) Meeting Scheduled for June 21
----------------------------------------------------------
The U.S. Trustee for Region 17 will convene a meeting of Dennis A.
Gibbs and Laurie M. Gibbs' creditors on June 21, 2010, at
9:00 a.m.  The meeting will be held at the Oakland U.S. Trustee
Office, 1301 Clay Street #690N, Oakland, CA 94612.

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

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

Castro Valley, California-based Dennis A. Gibbs and Laurie M.
Gibbs filed for Chapter 11 bankruptcy protection on May 18, 2010
(Bankr. N.D. Calif. Case No. 10-45706).  Vincent Renda, Esq., at
Renda Law Offices, P.C., assists the Company in its restructuring
effort.  The Company estimated its assets and debts at $10,000,001
to $50,000,000.


DGI RESOLUTION: Lance Thibault Steps Down as CFO
------------------------------------------------
DGI Resolution Inc. reports that Lance Thibault resigned as the
company's chief financial officer effective May 14, 2010.

                      About deCODE Genetics

deCODE Genetics Inc. is a global leader in analyzing and
understanding the human genome.  deCODE has identified key
variations in the sequence of the genome conferring increased risk
of major public health challenges from cardiovascular disease to
cancer, and employs its gene discovery engine to develop DNA-based
tests to assess individual risk of common diseases; to license its
tests and intellectual property to partners; and to provide
comprehensive, leading- edge contract services to companies and
research institutions around the globe.  The Company was founded
in 1996 and is headquartered in Reykjavik, Iceland.

The Company filed for Chapter 11 on November 16, 2009 (Bankr. D.
Del. Case No. 09-14063).  The petition listed assets of
$69.9 million against debt of $314 million.  Liabilities include
$230 million on 3.5% senior convertible notes.


DISH NETWORK: Unit Reports Granting of En Banc Hearing
------------------------------------------------------
DISH Network LLC, a subsidiary of DISH Network Corporation,
and EchoStar Technologies LLC issued a statement regarding
recent developments in TiVo vs. EchoStar Communications
Corporation: "DISH Network and EchoStar are pleased that the
full Federal Circuit Court of Appeals has granted their petition
for rehearing en banc.  We believe the issues that will be
considered by the full court on rehearing will have a profound
impact on innovation in the United States for years to come."

Dish Network Corporation is the third largest pay television
provider in the United States with 14.1 million subscribers as of
12/31/2009.  Annual revenues approximate $11.6 billion.

                           *     *     *

According to the Troubled Company Reporter on March 9, 2010,
Moody's Investors Service said that Dish Network Corporation's Ba3
Corporate Family rating and stable outlook are not affected by the
announcement that a U.S. appeals court upheld a lower court's
ruling that despite changes made by Dish to its DVR software, the
company was still infringing on TiVo Inc.'s patents.  Dish and
TiVo have been in litigation since 2004 over TiVo's patent
infringement claim.  As a result of the ruling, the company owes
approximately $300 million in damages through July 2009 and
potentially additional charges should the company be required to
pay for patent infringements since July 2009.  Dish announced that
it will be seeking a further review of the court's latest decision
by the full Federal Circuit.


DON GROVER: Section 341(a) Meeting Scheduled for July 8
-------------------------------------------------------
The U.S. Trustee for Region 17 will convene a meeting of Don
Grover White's creditors on July 8, 2010, at 1:00 p.m.  The
meeting will be held at 300 Las Vegas Blvd., South, Room 1500, Las
Vegas, NV 89101.

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

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

Las Vegas, Nevada-based Don Grover White filed for Chapter 11
bankruptcy protection on May 21, 2010 (Bankr. D. Nev. Case No. 10-
19402).  Amy N. Tirre, Esq., at the Law Offices of Amy N. Tirre,
assists the Company in its restructuring effort.  The Company
listed $1,000,001 to 10,000,000 in assets and $50,000,001 to
$100,000,000 in liabilities.


DRAGON PHARMACEUTICAL: Earns $1.6 Million in Q1 2010
----------------------------------------------------
Dragon Pharmaceutical Inc. filed its quarterly report on Form
10-Q, reporting net income of $1.6 million on $49.1 million of
revenue for the three months ended March 31, 2010, compared with
net income of $1.4 million on $37.0 million of revenue for the
same period ended March 31, 2009.

The Company's balance sheet as of March 31, 2010, showed
$200.1 million in assets, $132.9 million of liabilities, and
$67.2 million of stockholders' equity.

As reported in the Troubled Company Reporter on April 5, 2010,
Chang Lee LLP, in Vancouver, Canada, said the Company's recurring
working capital deficiency raises substantial doubt about its
ability to continue as a going concern.

The Company has a working capital deficiency of $56.7 million as
at March 31, 2010.

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

               http://researcharchives.com/t/s?63c6

Incorporated in Florida and headquartered in Vancouver, Canada,
Dragon Pharmaceutical Inc. -- http://www.dragonpharma.com/--
manufactures and distributes a broad line of antibiotic products
including Clavulanic Acid and 7-ACA, a key intermediate to produce
cephalosporin antibiotics and formulated drugs.  Dragon
Pharmaceutical is the third largest 7-ACA producer in China.


DREIER LLP: Chapter 7 Trustee Balks at Ex-Wife's Claim
------------------------------------------------------
Jacqueline Palank at Dow Jones' Daily Bankruptcy Review reports
that Salvatore LaMonica, the Chapter 7 trustee appointed to
oversee the liquidation of Marc Dreier's assets, has argued that
bankruptcy laws peg his fee request above "any claim Elisa Dreier
could be entitled to."  The Chapter 7 trustee is fighting a bid by
Mr. Dreier's ex-wife to have her $7.1 million domestic support
claim elevated above the Chapter 7 trustee's already-reduced fees.
The Dreiers' divorce was finalized in 2008.

According to Dow Jones, the Chapter 7 trustee said he's been more
than generous in his treatment of Ms. Dreier.  Dow Jones relates
the Chapter 7 trustee argued that the divorce agreement doesn't
cover future domestic support obligations, just those incurred
before the involuntary bankruptcy proceeding Marc Dreier's
creditors pushed him into last year.  According to Dow Jones, the
Chapter 7 Trustee pointed out he's already written her a check for
about $106,000 -- noting that the amount is "conspicuously absent"
from Ms. Dreier's request.

As reported by the Troubled Company Reporter on May 20, 2010, Ms.
Dreier urged the Bankruptcy Court to deny a fee request from the
Chapter 7 trustee, arguing that her ex-husband's few assets should
first be directed to her $7.1 million domestic support claim.

Dow Jones last month reported Mr. LaMonica has asked the Manhattan
Bankruptcy Court to approve an interim payment of more than
$273,000 in fees and about $3,700 in expenses for the 500 hours he
devoted to Mr. Dreier's bankruptcy case between March 1, 2009, and
April 20, 2010.  Dow Jones said a federal bankruptcy monitor
supports the request, and that the requested payment represents
less than half of what Mr. LaMonica is actually owed.

                        About Dreier LLP

Marc Dreier founded New York-based law firm Dreier LLP --
http://www.dreierllp.com/-- in 1996.

On December 8, 2008, the U.S. Securities and Exchange Commission
filed a suit, alleging that Mr. Dreier made fraudulent offers and
sales of securities in several cities, selling fake promissory
notes to hedge and other private investment funds.  The SEC
asserted that Mr. Dreier also distributed phony financial
statements and audit opinions, and recruited accomplices in
connection with that scheme.  Mr. Dreier has been charged by the
U.S. government for conspiracy, securities fraud and wire fraud
before the U.S. District Court for the Southern District of New
York (Manhattan) (Case No. 09-cr-00085-JSR).

Dreier LLP sought chapter 11 protection (Bankr. S.D.N.Y. Case No.
08-15051) on Dec. 16, 2008.  Stephen J. Shimshak, Esq., at Paul,
Weiss, Rifkind, Wharton & Garrison LLP, has been retained as
counsel.  The Debtor listed assets between $100 million and
$500 million, and debts between $10 million and $50 million in
its filing.

Wachovia Bank National Association, Sheila M. Gowan as trustee for
Dreier LLP's Chapter 11 Estate, and Steven J. Reisman as post-
confirmation representative of the bankruptcy estate of
360networks (USA) Inc. signed a petition that put Mr. Dreier into
bankruptcy under Chapter 7 on January 26, 2009 (Bankr. S.D.N.Y.
Case No. 09-10371).


DUBAI HOLDING: DIC Unit Seeks 3-Month Reprieve from Lenders
-----------------------------------------------------------
According to Dow Jones Newswires' Mirna Sleiman and Ainsley
Thomson, Dubai International Capital, an investment arm of
conglomerate Dubai Holding, has asked lenders for a three-month
extension on some of its debts.

According to Dow Jones, DIC said in a statement Thursday that the
debt extension to September 30 would allow it to implement a
"consensual longer-term plan" that would allow it to "maximize the
value of its business for the benefit of all its stakeholders."

DIC has $2.6 billion of debt maturing by 2011, with $1.25 billion
falling due next month, a banker familiar with the matter said
Thursday, Dow Jones relates.

Dow Jones notes Dubai Holding, which has overall debt of about
$12 billion, is controlled by the emirate's ruler Sheikh Mohammed
bin Rashid Al Maktoum.

According to the report, DIC said it made the debt-extension
presentation to its lenders alongside a coordinating committee of
banks.  The coordinating committee is co-chaired by HSBC Holdings
PLC and Emirates NBD PJSC, the banker said, according to Dow
Jones.  Dow Jones relates that another person familiar with the
matter said Deloitte is advising DIC's lenders.

The report recalls that earlier in May, several Dubai Holding's
subsidiaries -- including Dubai Holding Commercial Operations,
which oversees Dubai Holding's property, business-park and
hospitality investments; Dubai Group, which is one of Dubai
Holding's investment arms; and DIC -- appointed financial advisers
ahead of a potential debt restructuring.

On Tuesday, Dubai Holding's real estate arm -- Dubai Holding
Commercial Operations Group, which owns Dubai Properties Group,
TECOM Investments and Jumeirah Group -- announced its audited
financial results for the full year ended December 31, 2009.  The
Wall Street Journal's Stefania Bianchi said DHCOG saw a net loss
of 22.8 billion U.A.E. dirhams ($6.2 billion) in 2009 compared
with a profit of 10 billion dirhams a year earlier -- raising
concerns over the city-state's continuing debt burden.

A full-text copy of the earnings release is available at no charge
at http://ResearchArchives.com/t/s?63c4

The Journal said Dubai's struggling property market dragged on
earnings, and impairment charges at the company, also known as
DHCOG, in 2009 almost tripled to 22.5 billion dirhams from
7.6 billion dirhams in 2008.  Total revenue in the period under
review was 9.5 billion dirhams, down 28% from 13.2 billion dirhams
in 2008.

"As a result of the measures we took in 2009, DHCOG is well placed
to meet its financial obligations in 2010.  There is no need to
restructure outstanding debt as discussions are taking place with
banks to roll over our existing facilities at commercial terms,"
Chief Executive Ahmad Bin Byat said.


E*TRADE FINANCIAL: Owners Agree to 1-for-1- Reverse Stock Split
---------------------------------------------------------------
Stockholders authorized the E*TRADE Financial Corporation's Board
of Directors to effect a 1-for-10 reverse stock split of the
outstanding shares of the Company's common stock.  The Company
expects the reverse stock split to become effective in early June.

Stockholders also voted in favor of the election of the five
directors standing for election; a proposal to increase the shares
authorized under the Company's 2005 Equity Incentive Plan and to
make certain other changes to the plan; and the selection of
Deloitte & Touche LLP as the Company's independent public
accounting firm.

Ronald D. Fisher, President, SoftBank Holdings, Inc.; Steven J.
Freiberg, Chief Executive Officer, E*TRADE Financial Corporation;
Kenneth C. Griffin, Founder and Chief Executive Officer of Citadel
Investment Group, L.L.C.; and Donna L. Weaver, Chairman of
MxSecure, Inc.; were each re-elected to Class II of the Company's
Board of Directors for a term that will end at the Company's
Annual Meeting of Stockholders in 2013.

Joseph M. Velli, Chairman and Chief Executive Officer of BNY
ConvergEx Group, LLC, was re-elected to Class I of the Company's
Board of Directors for a term that will end at the Company's
Annual Meeting of Stockholders in 2011.

                           About E*TRADE

The E*TRADE FINANCIAL (NASDAQ: ETFC) family of companies provides
financial services including trading, investing and related
banking products and services to retail investors.  Securities
products and services are offered by E*TRADE Securities LLC
(Member FINRA/SIPC).  Bank products and services are offered by
E*TRADE Bank, a Federal savings bank, Member FDIC, or its
subsidiaries.

                           *     *     *

At the end of April 2010, DBRS said it has retained E*TRADE's
Issuer & Senior Debt at B (high) and E*TRADE Bank's Deposits &
Senior Debt (the Bank) at BB.

In March 2010, Standard & Poor's Ratings Services raised its long-
term counterparty credit rating on E*TRADE to 'CCC+' from 'CCC'.
At the same time, S&P raised its long-term counterparty credit
rating on its subsidiary, E*TRADE Bank, to 'B' from 'B-'.  The
outlook on both is stable.


ECHO THERAPEUTICS: Posts $1.9 Million Net Loss in Q1 2010
---------------------------------------------------------
Echo Therapeutics, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $1.9 million on $13,972 of revenue for the
three months ended March 31, 2010, compared with a net loss of
$1.3 million on no revenue for the same period ended March 31,
2009.

The Company's balance sheet as of March 31, 2010, showed
$11.9 million in assets, $3.4 million of liabilities, and
$8.5 million of stockholders' equity.

As reported in the Troubled Company Reporter on April 6, 2010,
Wolf & Company, P.C., expressed substantial doubt about the
Company's ability to continue as a going concern after auditing
the Company's financial statements for the year ended December 31,
2009.  The independent auditors noted that the Company has
suffered recurring losses from operations, has a significant
accumulated deficit, has a significant working capital deficit and
has been unable to raise sufficient capital to fund its
operations.

As of March 31, 2010, the Company had cash of roughly
$1.9 million, a working capital deficit of roughly $1.1 million,
and an accumulated deficit of roughly $69.3 million.

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

               http://researcharchives.com/t/s?63be

Franklin, Mass.-based Echo Therapeutics, Inc. is a medical device
and specialty pharmaceutical company.  The Company is developing a
non-invasive, wireless, transdermal continuous glucose monitoring
("tCGM") system for use in clinical settings and for people with
diabetes together with a wide range of transdermal reformulations
of specialty pharmaceutical products previously approved by the
United States Food and Drug Administration.


EF JOHNSON TECHNOLOGIES: Earns $190,000 in Q1 2010
--------------------------------------------------
EF Johnson Technologies, Inc.filed its quarterly report on Form
10-Q, reporting net income of $190,000 for the three months ended
March 31, 2010, compared with a net loss of $1.6 million for the
same period ended March 31, 2009.  The improved operating
performance relates to higher revenues, improved margins and lower
operating expenses.

Revenues increased $7.3 million, or 33%, to $29.3 million for the
three months ended March 31, 2010, from $22.1 million for the same
period in 2009.  The increase was attributable to increased State
and Local Land Mobile Radio ("LMR") revenues relating to certain
delayed shipments from the fourth quarter of 2009 and increases
associated with government services revenues, partially offset by
lower federal LMR revenues.

Michael E. Jalbert, chairman and chief executive officer of EF
Johnson Technologies, Inc., said, "We were pleased with our first
quarter results which included shipping orders which were delayed
in the fourth quarter plus an acceleration of orders previously
forecasted for the second quarter; we are therefore anticipating
lower second quarter revenues."

The Company's balance sheet as of March 31, 2010, showed
$95.1 million in assets, $48.1 million of liabilities, and
$47.0 million of stockholders' equity.

On May 15, 2010, the Company, entered into an Agreement and Plan
of Merger with FP-EF Holding Corporation, a Delaware corporation,
and FP-EF Corporation, a Delaware corporation and a wholly-owned
subsidiary of FP-EF Holding.  Under the terms of the merger
agreement, FP-EF Corporation will merge with and into the Company,
with the Company continuing as the surviving corporation and as a
wholly-owned subsidiary of FP-EF Holding.  FP-EF Holding is an
affiliate of Francisco Partners II, L.P., a global technology-
focused private equity fund.

Stockholders will receive $1.05 per share in cash for their shares
of stock of the Company at which time the Company will be
privately held.  The merger is subject to normal regulatory
approvals, approval by EF Johnson Technologies' stockholders, and
other customary closing conditions, and is expected to close
during the third quarter of the year.

As reported in the Troubled Company Reporter on April 6, 2010,
Grant Thornton LLP, in Dallas, expressed substantial doubt about
the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has incurred
substantial net losses in each of the last three years and has a
$15.0 million term loan due on June 30, 2010.

On May 15, 2010, EF Johnson Technologies, Inc., entered into a
Seventh Amendment effective as of May 15, 2010, to its Revolving
Line of Credit Loan Agreement, Term Loan Agreement and Security
Agreement with Bank of America, N.A. to extend the maturity of the
Loan Agreement until August 31, 2010, to allow the Company to
consummate the merger with FP-EF Holding.  The Lender also waived
compliance with certain financial covenants contained in the Loan
Agreement for the Company's fiscal quarter ending June 30, 2010,
on a one-time basis.  In consideration of the Lender's agreement,
the Company agreed to pay down the outstanding principal balance
of the term loan portion of the Loan Agreement from $15.0 million
to $5.0 million on June 17, 2010.

The parties further amended the Loan Agreement to increase the
revolving line of credit from $3.75 million to $6.0 million
effective June 17, 2010.

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

               http://researcharchives.com/t/s?63bc

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

               http://researcharchives.com/t/s?63bd

Irving, Tex.-based EF Johnson Technologies, Inc. (NASDAQ: EFJI)
-- http://www.EFJohnsonTechnologies.com/-- focuses on innovating,
developing and marketing the highest quality secure communications
solutions to organizations whose mission is to protect and save
lives.  The Company's customers include first responders in public
safety and public service, the federal government, and industrial
organizations.


ESCADA AG: Taxing Authorities Oppose Plan Confirmation
------------------------------------------------------
Dallas County and San Marcos Consolidated Independent School
District contends that the Joint Chapter 11 Plan of Liquidation
delivered by ESCADA (USA), Inc., now known as EUSA Liquidation
Inc., to the U.S. Bankruptcy Court for the Southern District of
New York on April 29, 2010, "does not provide for payment of
statutory interest on Texas Taxing Authorities' fully secured
prepetition claims."

The Texas Taxing Authorities' Claims are classified under Class 2
Allowed Miscellaneous Secured Claims in the Plan.  However, this
treatment "fails to provide fair and equitable treatment to these
secured claims as required by Sections 1129(b)(1) and (2)(A) [of
the Bankruptcy Code,]" Diane S. Sanders, Esq., at Linebarger
Goggan Blair & Sampson, LLP, in Austin, Texas, complains.

"If the Debtor intends to pay the Texas Taxing Authorities'
claims without the required statutory interest from the date of
filing of this case until the claims are paid in full, then the
Plan violates the provisions of Section 1129(a)(7)," Ms. Sanders
maintains.  Furthermore, she points out, the Plan fails to
provide that the Claims are entitled to express retention of all
property tax liens until they have been paid in full.  The laws
of the State of Texas and the Property Tax Code give the tax
liens securing property taxes superior claims over any other
claim or lien against this property, according to Ms. Sanders.

The Texas Taxing Authorities also insist that they require
clarification that if their Claims are not timely paid prior to
delinquency on February 1, 2011, they will accrue penalties and
interest as provided under Section 503 of the Bankruptcy Code
until they have been paid in full.

In a separate objection, the County of Hays, Texas, contends that
their secured claims are entitled to express retention of all
property tax liens, including those for the postpetition 2010 tax
year, until all taxes, penalties and interest protected by those
liens have been paid.  Clarification is necessary to assure that
the taxes for the 2010 tax year are deemed to be ordinary course
expenses, to be timely paid, without the necessity of claims
being filed or requests for payment, Hays County insists.  The
County's tax claims are entitled to statutory interest at the
rate provided under Texas law pursuant to Section 511 of the
Bankruptcy Code from the Petition Date until paid in full,
Michael Reed, Esq., at McCreary, Veselka, Bragg & Allen, P.C., in
Round Rock, Texas, asserts.

                      The Chapter 11 Plan

Escada USA won approval of the disclosure statement explaining its
liquidating Chapter 11 plan.  It will present the Plan for
confirmation at a hearing on June 8.  Escada USA, now known as
EUSA Liquidating Inc. following the sale of its business in
January, is promising unsecured creditors owed a total of
$370 million 3% to 8% recovery on their claims.  Tax claims of
$2.9 million will be paid in full.

                        About Escada AG

The ESCADA Group -- http://www.escada.com/-- is an international
fashion group for women's apparel and accessories, which is active
on the international luxury goods market.  It has pursued a course
of steady expansion since its founding in 1976 by Margaretha and
Wolfgang Ley and today has 182 own shops and 225 franchise
shops/corners in more than 60 countries.

As of August 10, 2009, the Escada Group operated 176 owned stores
and so-called shop in shops, of which 26 owned stores are located
in the United States and operated by Escada (USA) Inc. and 2
stores are planned to be opened in the United States before year
end.  Escada Group products are also sold in 163 stores worldwide
which are operated by franchisees.  Escada Group had total assets
of EUR322.2 million against total liabilities of EUR338.9 million
as of April 30, 2009.

Wholly owned subsidiary Escada (USA) Inc. filed for Chapter 11 on
August 14, 2009 (Bankr. S.D.N.Y. Case No. 09-15008).  Judge Stuart
M. Bernstein handles the case.  O'Melveny & Myers LLP has been
tapped as bankruptcy counsel.  Kurtzman Carson Consultants serves
as claims and notice agent.  Escada US listed US$50 million to
US$100 million in assets and US$100 million to US$500 million in
debts in its petition.

Bankruptcy Creditors' Service, Inc., publishes Escada USA
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Escada USA, and the insolvency proceedings of ESCADA AG and its
units.  (http://bankrupt.com/newsstand/or 215/945-7000)


ESCADA AG: Subco Wants to Enforce Sale Order on Traynor & M&M
-------------------------------------------------------------
ESCADA US Subco, LLC, relates that it was served on March 29,
2010, with a summons and verified complaint dated February 23,
2010, with respect to a state court proceeding captioned Traynor
v. Fashion Outlets of Niagra LLC, et al., litigated in the New
York Supreme Court in New York County.

The Traynor Complaint concerns an alleged "slip-and-fall"
incident in June 2009 at a Niagara, New York facility, which was
then operated by Debtor ESCADA (USA) Inc., now known as EUSA
Liquidation Inc.

ESCADA Subco is the purchaser of substantially all of the assets
of EUSA Liquidation pursuant to an Asset Purchase and Sale
Agreement among the parties dated December 21, 2009.  Under the
Asset Sale Agreement, ESCADA USA was contemplated to (i) receive
US$6 million; (ii) have certain of its liabilities assumed by the
Purchaser; and (iii) receive reimbursement for new inventory it
purchased from and after the execution of the Agreement.  The
Sale was approved by Bankruptcy Judge Arthur J. Gonzales for the
Southern District of New York on January 7, 2010.  The closing of
the Sale occurred on January 15.

Sean A. O'Neal, Esq., at Cleary Gotlieb Steen & Hamilton LLP, in
New York, relates that the lease governing the Niagara Premises
was assigned to ESCADA Subco, as purchaser, on the Closing
pursuant to the Sale Order.

Mr. O'Neal further relates that on May 4, 2010, ESCADA Subco was
served with the verified answer and cross-claim of M&M Electric
Construction Co., Inc.  According to the Complaint's allegations,
M&M Electric was directing or performing construction work at the
Niagara Premises in June 2009 at the time of the alleged
accident.  The Cross-Claim asserts that to the extent the
Plaintiff sustained damages, it was due to the "primary
recklessness" or "negligence" of ESCADA Subco, as the purchaser.
The Cross-Claim demands judgment over and against ESCADA Subco in
the amount of any judgment obtained against M&M Electric,
together with costs.

According to Mr. O'Neal, ESCADA Subco has made every effort to
consensually resolve Mr. Traynor and M&M Electric's Claims by
explaining the applicable provisions of the Sale Order.  However,
the Claimants have refused to discontinue or withdraw their
claims against ESCADA Subco.

By this motion, ESCADA Subco asks Judge Stuart M. Bernstein of
the U.S. Bankruptcy Court for the Southern District of New York
to enjoin and prohibit the Claimants from pursuing any of the
claims asserted in the Complaint and the Cross-Claim against it.

The Sale Order, Mr. O'Neal elaborates, expressly provides that
the Transferred Assets were transferred "to the Purchaser, free
and clear of any Interests or Excluded Liabilities of any kind
whatsoever."  Hence, he contends, the Claimants' continued
pursuit of the causes of action asserted in the Complaint and the
Cross-Claim is in direct contravention of this Court's Sale
Order.  Moreover, the Claimants have not articulated any basis
under which they may pursue their claims against the Purchaser in
light of the clear and unambiguous provisions of the Sale Order,
he explains.

ESCADA Subco adds that it reserves its rights to seek contempt
sanctions against the Claimants for costs and expenses based on
their refusal to abide by the clear and unambiguous terms of the
Sale Order.

In a separate declaration filed with the Court, Luke A. Barefoot,
Esq., an associate at Cleary Gottlieb, submitted these exhibits
relating to ESCADA Subco's Motion:

  * A letter dated April 7, 2010, in which the landlord for the
    Niagara Premises, through its insurer, made a demand on the
    Purchaser for indemnity and defense against the Traynor
    Action

  * A letter dated May 4, 2010, in which the Purchaser's counsel
    explained to the Landlord that the Demand was barred by
    their terms

The Court will convene a hearing on the Motion on June 15, 2010.
Objections, if any, are due no later than June 10.

                    Valley Forge Seeks Relief
                  From Stay to Pursue Coverage

In a letter addressed to the Bankruptcy Court, Valley Forge
Insurance Company, an insurer of Fashion Outlets of Niagara LLC,
doing business as Fashion Outlets of Niagara Falls, sought
permission from Judge Bernstein to assert a claim against ESCADA
(USA), Inc. with respect to the Traynor Action, to the extent of
any insurance coverage available.

Valley Forge's insurance coverage pursuit is "for defense and
indemnity of the Traynor [Action], inclusive of any cross-claims
that Fashion Outlet may want to assert against Escada USA, who
leased the relevant store premises from Fashion Outlet, and
agreed in the applicable lease to defend and indemnity Valley
Forge's insured, Fashion Outlet, and to procure insurance for
Fashion Outlet," Marian S. Hertz, Esq., at Colliau Elenius Murphy
Carluccio Keener & Morrow, in New York, wrote.

If insurance coverage is not available to the Debtors, Valley
Forge seeks leave to assert a claim in the Debtor's Chapter 11
cases for any costs it may incur in the defense and indemnity of
Fashion Outlets in the Traynor Action, which costs it insists
should have been assumed by the Debtor per its lease.

                         *     *     *

Judge Bernstein entered a memorandum order dated May 12, 2010,
saying that the Bankruptcy Court "does not grant" the request for
relief from the automatic stay under Section 362(d)(1) of the
Bankruptcy Code.

"Any party seeking Stay relief must make a motion in accordance
with the Bankruptcy Code and Rules," Judge Bernstein wrote.


                        About Escada AG

The ESCADA Group -- http://www.escada.com/-- is an international
fashion group for women's apparel and accessories, which is active
on the international luxury goods market.  It has pursued a course
of steady expansion since its founding in 1976 by Margaretha and
Wolfgang Ley and today has 182 own shops and 225 franchise
shops/corners in more than 60 countries.

As of August 10, 2009, the Escada Group operated 176 owned stores
and so-called shop in shops, of which 26 owned stores are located
in the United States and operated by Escada (USA) Inc. and 2
stores are planned to be opened in the United States before year
end.  Escada Group products are also sold in 163 stores worldwide
which are operated by franchisees.  Escada Group had total assets
of EUR322.2 million against total liabilities of EUR338.9 million
as of April 30, 2009.

Wholly owned subsidiary Escada (USA) Inc. filed for Chapter 11 on
August 14, 2009 (Bankr. S.D.N.Y. Case No. 09-15008).  Judge Stuart
M. Bernstein handles the case.  O'Melveny & Myers LLP has been
tapped as bankruptcy counsel.  Kurtzman Carson Consultants serves
as claims and notice agent.  Escada US listed US$50 million to
US$100 million in assets and US$100 million to US$500 million in
debts in its petition.

Bankruptcy Creditors' Service, Inc., publishes Escada USA
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Escada USA, and the insolvency proceedings of ESCADA AG and its
units.  (http://bankrupt.com/newsstand/or 215/945-7000)


ESCADA AG: Subco Opposes Sensitive Info on 717 GFC Trial
--------------------------------------------------------
ESCADA US Subco, LLC, asks Judge Bernstein to preclude 717 GFC
LLC from attempting to elicit certain commercially sensitive
testimony, which the Bankruptcy Court has already determined is
"irrelevant" to ESCADA Subco's request to enjoin Landlord 717 GFC
LLC from taking any action to terminate the lease related to
Subco's flagship retail store located at 717 Fifth Avenue, in New
York.

To recall, ESCADA Subco, as the purchaser of substantially all of
the assets of Debtor ESCADA (USA) Inc., now known as EUSA
Liquidation Inc., noted that among the assets to be transferred
to it under the Asset Sale Agreement was the Fifth Avenue Lease
between a predecessor-in-interest to the Landlord and the Debtor
dated as of September 29, 2000, as amended.

Sean A. O'Neal, Esq., at Cleary Gotlieb Steen & Hamilton LLP, in
New York, relates that in connection with the assumption and
assignment of the Fifth Avenue Lease to the Purchaser, the
Purchaser offered to provide Landlord a replacement guarantee
issued by guarantor ESCADA Luxembourg, S.a.r.l. or ESCADA Lux.

At the hearing to approve the Sale of EUSA Liquidation's assets
to ESCADA Subco, the Court determined that, among other things,
the Replacement Guarantee from ESCADA Lux provided the Landlord
with adequate assurance of future performance within the meaning
of Sections 365(b)(1)(C) and 365(f)(2)(B) of the Bankruptcy Code,
Mr. O'Neal recounts.

However, Mr. O'Neal continues, by notices of default dated
January 27 and February 12, 2010, the Landlord "belatedly
challenged" the adequacy of the Replacement Guarantee, alleging
that notwithstanding the Court's findings in the Sale Order and
the absence of any requirement in the Fifth Avenue Lease, the
Purchaser was required to provide a guarantee from an entity with
equal net worth to the Debtor's guarantor at the time of entry
into the Lease.  Accordingly, the Purchaser sought to enforce the
Court's Sale Order to preclude the Landlord from terminating the
Fifth Avenue Lease based on claims as to the inadequacy of the
Replacement Guarantee.

At the hearing held last March 19, 2010, the Court agreed that
the Landlord was bound by the Court's prior adequate assurance
determination.

As discussions between the parties immediately following the
March 19 Hearing did not resolve the issues raised by the Motion,
the Court scheduled a status conference for May 4, 2010, which
was subsequently adjourned until June 22, 2010 to further permit
the parties the opportunity to explore settlement, Mr. O'Neal
reveals.

As the Court has already made clear, only the conversion of a
portion of the Shareholder Loan to ESCADA Lux is relevant to a
determination on ESCADA Subco's Motion, Mr. O'Neal asserts.
There is simply no relationship between this issue and other
aspects of the current balance sheet of ESCADA Lux other than the
Shareholder Loan, he maintains.  Accordingly, the Landlord should
be precluded from eliciting or introducing evidence relating to
ESCADA Lux's financial condition, Mr. O'Neal insists.

Permitting the Purchaser to inquire into the current financial
condition of ESCADA Lux, or to otherwise explore ESCADA Lux's
balance sheet beyond the Shareholder Loan would both reveal
confidential information and inappropriately give Landlord
discovery into its purported state law claims, Mr. O'Neal points
out.

As ESCADA Lux is not a public company, testimony on its current
balance sheet or finances could reveal confidential and
commercially sensitive information about ESCADA Lux that is not
otherwise available, Mr. O'Neal continues.  More troublingly, he
adds, it would permit the Landlord to essentially obtain
discovery into its unfounded claim that even if adequate
assurance were given at the time of entry of the Sale Order, the
Landlord may nonetheless pursue claims if ESCADA Lux's financial
condition changes in the future.

The Court will convene a hearing on the Motion on June 15, 2010.
Objections, if any, are due no later than June 10.

                        About Escada AG

The ESCADA Group -- http://www.escada.com/-- is an international
fashion group for women's apparel and accessories, which is active
on the international luxury goods market.  It has pursued a course
of steady expansion since its founding in 1976 by Margaretha and
Wolfgang Ley and today has 182 own shops and 225 franchise
shops/corners in more than 60 countries.

As of August 10, 2009, the Escada Group operated 176 owned stores
and so-called shop in shops, of which 26 owned stores are located
in the United States and operated by Escada (USA) Inc. and 2
stores are planned to be opened in the United States before year
end.  Escada Group products are also sold in 163 stores worldwide
which are operated by franchisees.  Escada Group had total assets
of EUR322.2 million against total liabilities of EUR338.9 million
as of April 30, 2009.

Wholly owned subsidiary Escada (USA) Inc. filed for Chapter 11 on
August 14, 2009 (Bankr. S.D.N.Y. Case No. 09-15008).  Judge Stuart
M. Bernstein handles the case.  O'Melveny & Myers LLP has been
tapped as bankruptcy counsel.  Kurtzman Carson Consultants serves
as claims and notice agent.  Escada US listed US$50 million to
US$100 million in assets and US$100 million to US$500 million in
debts in its petition.

Bankruptcy Creditors' Service, Inc., publishes Escada USA
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Escada USA, and the insolvency proceedings of ESCADA AG and its
units.  (http://bankrupt.com/newsstand/or 215/945-7000)


EXELTECH AEROSPACE: Files Assignments in Bankruptcy
---------------------------------------------------
ExelTech Aerospace Inc. (TSX Venture: XLT) said May 28 that it and
its subsidiaries, ExelTech Canada Inc. and ExelTech YUL Inc., have
not sought a further extension of the period in which to file a
proposal under the Bankruptcy and Insolvency Act (Canada), which
expires May 28.  As a consequence, ExelTech Aerospace Inc.,
ExelTech Canada Inc. and ExelTech YUL Inc. will each be deemed to
have filed assignments in bankruptcy.  In light of the foregoing,
the directors of ExelTech Aerospace have resigned.

RSM Richter Inc. is the trustee in bankruptcy.


EXTENDED STAY: Expected to Emerge from Bankruptcy in September
--------------------------------------------------------------
A group of investors led by Centerbridge Partners LP won the
bidding for the assets of Extended Stay, The New York Times
reported, citing people briefed on the matter.

The group, which also includes Paulson & Co., and Blackstone Real
Estate Associates VI L.P., offered to acquire the Extended Stay
asset for about $3.925 billion.  The Centerbridge group beat out
another bidder led by Starwood Capital Group and TPG by less than
$40 million at an auction held on May 27, the report noted.

The auction, which drew about 150 bankers, lawyers and investing
executives, was conducted at the Midtown Manhattan offices of
Extended Stay's bankruptcy counsel, Weil Gotshal & Manges LLP.

News reports cite that the auction lasted nearly 19 hours.
Bloomberg News noted that the auction started 10 a.m. on May 27
and lasted through 5 a.m. the next day.

Through approximately 11 rounds of bidding, Centerbridge and
Starwood groups raised their offers and added sweeteners,
including making all-cash offers, according to The New York
Times.

The Centerbridge group's offer will give it 100% of the equity in
Extended Stay when it emerges from bankruptcy protection.  It is
expected to pay off the hotel chain's $4.1 billion mortgage loan.
Meanwhile, holders of Extended Stay's $3.3 billion in mezzanine
debt will not receive any value from the bid, according to a
report by Bloomberg News.

The $4.1 billion pre-bankruptcy loan was used to acquire Extended
Stay from Blackstone Group LP way back in 2007.  The loan was
availed from Bear Stearns Commercial Mortgage Inc. and two U.S.
banks by an investment consortium led by Lightstone Group LLC
Chairman David Lichtenstein.

The Centerbridge bid is subject to approval by the U.S.
Bankruptcy Court for the Southern District of New York, which
oversees Extended Stay's bankruptcy case.

Extended Stay is expected to emerge from bankruptcy protection by
the end of September, according to the New York Times report.

GlobeSt.com quoted advisory firm REH Capital Partners LLC chief
executive Frank Nardozza as saying that the selected Centerbridge
offer will pave the way for Extended Stay to have "a clearer
direction and get back to normal with regard to strategic
planning for stabilization, growth and marketing."

                        About Extended Stay

Extended Stay is the largest owner and operator of mid-price
extended stay hotels in the United States, holding one of the most
geographically diverse portfolios in the lodging sector with
properties located across 44 states (including 11 hotels located
in New York) and two provinces in Canada.  As a result of
acquisitions and mergers, Extended Stay's portfolio has expanded
to encompass over 680 properties, consisting of hotels directly
owned or leased by Extended Stay or one of its affiliates.
Extended Stay currently operates five hotel brands: (i) Crossland
Economy Studios, (ii) Extended Stay America, (iii) Extended Stay
Deluxe, (iv) Homestead Studio Suites, and (v) StudioPLUS Deluxe
Studios.

Extended Stay Inc. and its affiliates filed for Chapter 11 on
June 15, 2009 (Bankr. S.D.N.Y. Case No. 09-13764).  Judge James M.
Peck handles the case.  Marcia L. Goldstein, Esq., at Weil Gotshal
& Manges LLP, in New York, represents the Debtors.  Lazard Freres
& Co. LLC is the Debtors' financial advisors.  Kurtzman Carson
Consultants LLC is the claims agent. Extended Stay had assets of
$7.1 billion and debts of $7.6 billion as of the end of 2008.

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


EXTENDED STAY: Proposes to Pay $9-Mil. Break-Up Fee to Starwood
---------------------------------------------------------------
Extended Stay Inc. seeks permission from the U.S. Bankruptcy
Court for the Southern District of New York to pay $9,150,394, to
a group of investors led by Starwood Capital.

ESI made the move in light of the termination of its agreement
with the Starwood investors for the sponsorship and funding of a
plan of reorganization for ESA Properties LLC and its 73 other
debtor affiliates.  The Starwood Agreement was terminated after
ESI accepted a new offer from another group of investors composed
of Centerbridge Partners LP, Paulson & Co., and Blackstone Real
Estate Associates VI L.P.

Under the Starwood Agreement, ESI is required to seek Court
approval to earmark as much as $10 million to pay the costs
incurred by the Starwood investors in the event ESI accepts an
offer from another group that does not exceed the minimum bid
increment provided in the Agreement.

The Starwood investors incurred costs, which include fees and
expenses of their professionals, in connection with the due
diligence and negotiation of the Starwood Agreement.  The
Starwood professionals include Greenberg Traurig LLP, which
sought payment of more than $3.90 million, and Deloitte & Touche,
which sought payment of over $1.029 million.

The Court will consider approval of the proposed Starwood payment
at a June 17, 2010 hearing.  Deadline for filing objections is
June 11, 2010.

                        About Extended Stay

Extended Stay is the largest owner and operator of mid-price
extended stay hotels in the United States, holding one of the most
geographically diverse portfolios in the lodging sector with
properties located across 44 states (including 11 hotels located
in New York) and two provinces in Canada.  As a result of
acquisitions and mergers, Extended Stay's portfolio has expanded
to encompass over 680 properties, consisting of hotels directly
owned or leased by Extended Stay or one of its affiliates.
Extended Stay currently operates five hotel brands: (i) Crossland
Economy Studios, (ii) Extended Stay America, (iii) Extended Stay
Deluxe, (iv) Homestead Studio Suites, and (v) StudioPLUS Deluxe
Studios.

Extended Stay Inc. and its affiliates filed for Chapter 11 on
June 15, 2009 (Bankr. S.D.N.Y. Case No. 09-13764).  Judge James M.
Peck handles the case.  Marcia L. Goldstein, Esq., at Weil Gotshal
& Manges LLP, in New York, represents the Debtors.  Lazard Freres
& Co. LLC is the Debtors' financial advisors.  Kurtzman Carson
Consultants LLC is the claims agent. Extended Stay had assets of
$7.1 billion and debts of $7.6 billion as of the end of 2008.

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


EXTENDED STAY: Examiner Proposes Process to Terminate Appointment
-----------------------------------------------------------------
Ralph Mabey, the Court-appointed bankruptcy examiner, seeks
permission from Judge Peck to implement a process related to the
termination of his appointment as examiner and the conclusion of
his investigation into the Chapter 11 cases of Extended Stay Inc.
and its affiliated debtors.

Mr. Mabey specifically seeks the Bankruptcy Court's assistance in
connection with these issues:

  (1) The disposition of documents that he has obtained in his
      role as examiner;

  (2) Prohibition of discovery from the examiner and his
      professionals to avoid needless motion practice with
      respect to the discoverability of information obtained
      during the course of the investigation; and

  (3) Exculpation of the examiner and his professionals in a
      manner that is consistent with the proposed exculpation of
      the Debtors' and the Official Committee of Unsecured
      Creditors' professionals in section 10.9 of the Fourth
      Amended Plan of Reorganization or any equivalent provision
      in any amended or superseding plan that may be confirmed
      in the Debtors' cases.

Mr. Mabey says that during the course of his investigation, he
obtained more than 20,000 documents, some of which were provided
under claims of confidentiality governed by agreements that
curtail his ability to transfer the documents to a third party.
In addition, Mr. Mabey has transcripts of three depositions, each
of which was designated as confidential.  All these documents are
stored in a secure electronic document repository or so-called
"catalyst" as stated in the work plan, Mr. Mabey reveals.

Maintaining the document repository costs about $2,600 per month
in license fees plus hourly consulting fees catalyst charges for
custom requests related to the repository and any professional
fees that would be incurred to direct the catalyst's activities,
according to Mr. Mabey.

Although only a portion of the documents was referenced or relied
upon in the examiner report, certain parties might legitimately
pursue the same discovery that has already been obtained through
the investigation, according to Mr. Mabey's attorney, Margreta
Morgulas, Esq., at Stutman Treister & Glatt Professional
Corporation.

Ms. Morgulas stressed that a part of the U.S. Trustee's reason
for asking the appointment of an examiner was that the Court
might order the examiner to share materials obtained during the
investigation thus saving the estates money by eliminating
duplicative discovery.

"The examiner seeks to minimize the potential that discovery
efforts will be duplicated, reduce the ongoing cost of
maintaining a document repository, and terminate his
responsibility for the documents as he ends his role in these
cases," Ms. Morgulas says in court papers.  She adds that these
goals can be accomplished by transferring responsibility for the
catalyst repository to a party with an active role in the
Debtors' cases.

Mr. Mabey proposes these three alternative procedures by which
the catalyst document repository might be used efficiently at the
least expense to the Debtors' estates:

  (1) Alternative A Proposal

      "Alternative A" proposal contemplates that Mr. Mabey would
      provide the Creditors Committee with a list that names all
      the documents stored in the catalyst repository, and
      relates the name of the document to its unique identifying
      number assigned by catalyst.

      Based on the Master Document List, the Creditors Committee
      would present any demand for access to specific documents
      directly to the party that initially produced those
      documents to the examiner.  The Creditors Committee and
      that party would resolve any claims of privilege or
      confidentiality without the examiner's involvement.

      Within 45 days of service, the Creditors Committee would
      provide the examiner with a list of the documents
      identified by Catalyst ID Number in either a writing
      signed by both the Creditors Committee and the party, or a
      court order.  The Maintained Document List A will be
      deemed to comprise the population of documents to be
      maintained in the catalyst.

      After 45 days from service of the Master Document List on
      the Creditors Committee, all documents that remain subject
      to claims of privilege or confidentiality would be deleted
      from the catalyst and full access to and responsibility
      for the catalyst repository would be transferred to the
      Creditors Committee.

  (2) Alternative B Proposal

      "Alternative B" proposal contemplates that the Alternative
      A procedure would essentially be employed but with respect
      to a considerably smaller subset of documents referenced
      in the examiner's report.  Under Alternative B, the
      examiner would provide the Creditors Committee with a list
      that only names the documents relied upon in the report,
      stored in the catalyst repository and subject to claims of
      privilege or confidentiality.

      The Report Document List would relate the name of each
      document to its unique identifying number assigned by
      the catalyst.  Based on the list, the Creditors Committee
      may present any demand for access to specific documents
      directly to the party producing the documents.  The
      Creditors Committee and that party would resolve any
      claims of privilege or confidentiality without the
      examiner's involvement.

      Within 45 days of service, the Creditors Committee would
      provide the examiner with a list of the documents
      identified by Catalyst ID Number in either a writing
      signed by both the Creditors Committee and the party
      producing the documents, or a court order.  The Report
      Document List A would be deemed to comprise the population
      of documents to be maintained in the catalyst.

      After 45 days from service of the Report Document List on
      the Creditors Committee, all documents that remain subject
      to claims of privilege or confidentiality and not provided
      for in the Report Document List A will be deleted from the
      catalyst and full access to and responsibility for the
      catalyst repository, with all remaining documents, will be
      transferred to the Creditors Committee.

  (3) Alternative C Proposal

      "Alternative C" proposal contemplates that the examiner
      would terminate the catalyst, thus deleting all of the
      documents stored in the catalyst repository.  If the Court
      issues an order adopting this proposal, the examiner would
      request that the order authorize him to delete or destroy
      all documents obtained in connection with his duties.

The Court will consider approval of one of the proposed
procedures at a hearing set for June 17, 2010.  Deadline for
filing objections is June 11, 2010.

                        About Extended Stay

Extended Stay is the largest owner and operator of mid-price
extended stay hotels in the United States, holding one of the most
geographically diverse portfolios in the lodging sector with
properties located across 44 states (including 11 hotels located
in New York) and two provinces in Canada.  As a result of
acquisitions and mergers, Extended Stay's portfolio has expanded
to encompass over 680 properties, consisting of hotels directly
owned or leased by Extended Stay or one of its affiliates.
Extended Stay currently operates five hotel brands: (i) Crossland
Economy Studios, (ii) Extended Stay America, (iii) Extended Stay
Deluxe, (iv) Homestead Studio Suites, and (v) StudioPLUS Deluxe
Studios.

Extended Stay Inc. and its affiliates filed for Chapter 11 on
June 15, 2009 (Bankr. S.D.N.Y. Case No. 09-13764).  Judge James M.
Peck handles the case.  Marcia L. Goldstein, Esq., at Weil Gotshal
& Manges LLP, in New York, represents the Debtors.  Lazard Freres
& Co. LLC is the Debtors' financial advisors.  Kurtzman Carson
Consultants LLC is the claims agent. Extended Stay had assets of
$7.1 billion and debts of $7.6 billion as of the end of 2008.

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


FIRST AMERICAN: Fitch Withdraws 'BB+' Ratings on Two Senior Notes
-----------------------------------------------------------------
Fitch Ratings has affirmed the 'A-' Insurer Financial Strength
ratings of the First American Insurance Companies.  Additionally,
following the spin-off from the group by First American Financial
Corporation, Fitch has assigned a 'BBB' Issuer Default Rating to
FAF and a 'BBB-' rating to its $400 million revolving credit line.
The Rating Outlook for all ratings is Negative.

Fitch's affirmation of First American's ratings is a reflection of
the company's improved capitalization, profitability, and high
quality investment portfolio.  On a consolidated basis, First
American's year end 2009 Risk Adjusted Capital ratio improved
substantially to approximately 160% from 112% prior year.
Additionally, the company's operating and net leverage have
improved year-over-year as statutory policyholder surplus
increased 33% to $802 million at year end 2009.  While the organic
growth in surplus is a credit positive, the biggest source of the
growth came from net investment income instead of operating
earnings as the mortgage origination market remains challenged
which increases the likelihood of weaker near-term title insurance
revenue and profit margins.  Fitch does note that approximately
75% of the $177 million net investment income was due from
subsidiary dividends.

Fitch's decision to assign a 'BBB' IDR to FAF is based on the
company's Dec.  31, 2009 pro forma tangible financial leverage of
26% and earnings based interest coverage of 10.5 times.  Fitch
does not anticipate a material deviation of these metrics over the
next 12 to 18 months.

The Negative Outlooks are indicative of negative trends in the
title insurance industry and concerns for how FAF will perform
without the benefit of CoreLogic during the current economic
cycle.  Fitch notes that without the support of CoreLogic over the
past several years FAF's ratings likely would have been lowered.
In particular, Fitch will closely monitor FAF's run rate operating
margins, capital position, and reserve strength over the next 12
to 18 months to determine if the company's credit profile is
consistent with the current ratings level.  If Fitch concludes
that the company is operating in a manner inconsistent with its
current rating category Fitch would likely lower the ratings.

Fitch has assigned these ratings with a Negative Outlook:

The First American Financial Corporation

  -- IDR 'BBB';
  -- Three-year $400 million Revolving Bank Line of Credit 'BBB-'.

Fitch has affirmed the 'A-' IFS rating with a Negative Outlook for
these entities:

First American Title Insurance Company
First American Title Insurance Co. of New York
First Title Insurance, PLC.
Ohio Bar Title Insurance Co.
Pacific Northwest Title Ins Co

Fitch has withdrawn these ratings due to a lack of information on
a go forward basis:

The First American Corporation

  -- IDR 'BBB-';
  -- $200 million senior unsecured notes due 2014 'BB+';
  -- $100 million senior unsecured debentures due 2028 'BB+'.

First American Capital Trust

  -- $100 million trust preferred security due 2012 'BB'.


FIRST FEDERAL BANCSHARES: Earns $905,000 in Q1 2010
---------------------------------------------------
First Federal Bancshares of Arkansas, Inc., filed its quarterly
report on Form 10-Q, reporting net income of $905,000 for the
three months ended March 31, 2010, compared with a net loss of
$1.5 million for the same period ended March 31, 2009.

"The increase in net income for the three months ended March 31,
2010, was primarily due to an improvement in the Bank's net
interest margin and a decrease in the provision for loan losses,
partially offset by an increase in noninterest expenses."

Larry J. Brandt, CEO for the Company said, "We are pleased to
report net income of $905,000 for our first quarter of 2010.  We
continue to aggressively deal with our nonperforming assets with
$4.6 million of real estate owned properties sold during the first
quarter and another $4.5 million under contract to be sold in the
second quarter.  In addition, we continue to focus on reducing our
operating expenses to help sustain our profitability for the year.
Raising our capital levels by year end continues to be a strategic
priority for the Bank and we are currently looking at measures to
achieve that goal."

Net interest income increased from $4.7 million for the three
months ended March 31, 2009, to $5.6 million for the three months
ended March 31, 2010.  Net interest margin for the three months
ended March 31, 2010, was 3.42% compared to 2.65% for the same
period in 2009.  The increase in net interest income for the three
month comparison period was primarily due to a decrease in rates
paid on deposits and borrowings and an increase in the average
yield earned on loans receivable, offset by a decrease in the
average balance of loans receivable.

The provision for loan losses decreased $3.5 million to $53,000
for the three month period ended March 31, 2010, compared to
$3.5 million for the three month period ended March 31, 2009.  The
decrease in the provision for loan losses was primarily due to a
decrease in net loans receivable.

Noninterest expenses increased $753,000 or 12.9% to $6.6 million
for the three months ended March 31, 2010, compared to
$5.8 million for the same period in 2009.

The Company's balance sheet as of March 31, 2010, showed
$696.9 million in assets, $652.9 million of liabilities, and
$44.0 million of stockholders' equity.  This compares with assets
of $731.1 million, liabilities of $687.8 million and stockholders'
equity of $43.3 million at December 31, 2009.

At March 31, 2010, compared to December 31, 2009, investment
securities decreased by $16.3 million or 12.0% due to issuers'
calls of securities.  Real Estate Owned, net ("REO") decreased by
$1.5 million or 4.4% to $33.6 million or 4.8% of total assets.
Net loans receivable decreased $21.4 million or 4.5%, primarily
due to repayments, transfers to REO and a decrease in loan
originations.

Nonperforming assets amounted to $80.2 million or 11.5% of total
assets at March 31, 2010, compared to $78.0 million or 10.7% of
total assets at December 31, 2009.  At March 31, 2010,
nonperforming assets consisted primarily of $46.6 million of
nonaccrual loans, net of specific valuation allowances, and
$33.6 million in real estate owned.

As reported in the Troubled Company Reporter on April 21, 2010,
Deloitte & Touche LLP, in Little Rock, Ark., 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 of the
Company's significant operating losses in 2009, significant levels
of criticized assets, and decline in capital levels.

On April 12, 2010, the Company and the Bank each consented to the
terms of Cease and Desist Orders issued by the Office of Thrift
Supervision.  The Orders impose certain operations restrictions on
the Company and, to a greater extent, the Bank, including lending
and dividend restrictions.  The Orders also require the Company
and the Bank to take certain actions, including the submission to
the OTS of capital plans and business plans to, among other
things, preserve and enhance the capital of the Company and the
Bank and strengthen and improve the consolidated Company's
operations, earnings and profitability.  The Bank Order
specifically requires the Bank to achieve and maintain, by
December 31, 2010, a tier 1 (core) capital ratio of at least 8%
and a total risk-based capital ratio of at least 12.0% and
maintain these higher ratios for as long as the Bank Order is in
effect.  At March 31, 2010, the Bank's core and total risk-based
capital ratios were 6.17% and 10.64%.

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

               http://researcharchives.com/t/s?63b8

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

               http://researcharchives.com/t/s?63b9

Harrison, Ark.-based First Federal Bancshares of Arkansas, Inc.
-- http://www.ffbh.com/-- is a unitary savings and loan holding
company for First Federal Bank.  First Federal Bank is a community
bank serving consumers and businesses with a full range of
checking, savings, investment and loan products and services.  The
Bank, founded in 1934, conducts business from 20 full-service
branch locations, one stand-alone loan production office, and 31
ATMs located in Northcentral and Northwest Arkansas.


FLYING J: Amended Plan Pays Creditors & Owners in Full
------------------------------------------------------
Flying J Inc. has filed an updated version of its reorganization
plan that contemplates paying off all creditors in cash and
reinstating the debtors' equity, saying in court papers that it is
on the brink of emerging from Chapter 11, Bankruptcy Law360
reports.  Law360 says the debtors filed a joint reorganization
plan and disclosure statement in the U.S. Bankruptcy Court for the
District of Delaware on Friday.

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.


FONTAINEBLEAU LV: Court Throws Out Plaintiffs' MDL Claims
---------------------------------------------------------
Bankruptcy Law360 reports that a federal judge has thrown out the
lion's share of claims by plaintiffs in two cases that are part of
the multidistrict litigation alleging a group of lenders,
including Bank of America NA, unfairly cut off financing to
Fontainebleau Las Vegas Holdings LLC's casino resort project.

In a ruling Friday, Law360 says, Judge Alan S. Gold of the U.S.
District Court for the Southern District of Florida threw out
three of the plaintiffs' claims.

                   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)


FORD MOTOR: Has Green Light to Shutter Mercury Brand
----------------------------------------------------
The Wall Street Journal's Matthew Dolan reports that according to
a person familiar with the matter said Ford Motor Company will
shut its Mercury brand after its board of directors voted to phase
out the 71-year old nameplate.  The source, Mr. Dolan relates,
said Ford has scheduled a news conference for later Wednesday
where it will outline its Mercury plan.

The Journal relates Ford Chief Executive Alan Mulally and his top
lieutenants recently won the backing of key members of the Ford
family to kill Mercury after years of dwindling sales.  Its sales
fell another 10.7% for May compared with the same month last year,
Ford reported Wednesday.

The Journal also relates that the hundreds of dealers that sell
only Lincolns and Mercurys may find it difficult to continue
without the volume from Mercury.  A person familiar with the
matter at Ford said the company hopes to merge many of those
dealers with existing Ford dealerships or shut them.  Mercury had
1,780 U.S. dealers at the end of 2009, the Journal says.

                         About Ford Motor

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures or distributes automobiles
across six continents.  With about 176,000 employees and about 80
plants worldwide, the company's automotive brands include Ford,
Lincoln, Mercury and, until its sale, Volvo.  The company provides
financial services through Ford Motor Credit Company.

The Company's balance sheet at March 31, 2010, showed $191.9
billion in total assets and $197.4 billion total liabilities, for
a stockholders' deficit of $5.4 billion.

                           *     *     *

According to the Troubled Company Reporter on May 21, 2010,
Moody's Investors Service upgraded the ratings of Ford Motor
Company and Ford Motor Credit Company.  Ratings raised include
Ford's Corporate Family Rating and Probability of Default Rating
to B1 from B2, secured credit facility to Ba1 from Ba2, senior
unsecured debt to B2 from B3, and trust preferred to B3 from Caa1.
The Speculative Grade Liquidity rating remains at SGL-2.  Also
raised are Ford Credit's CFR and senior debt rating to Ba3 from
B1. The rating outlook for Ford and Ford Credit is stable.

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.

On Nov. 3, 2009, S&P raised the corporate credit ratings on Ford
Motor Co. and Ford Motor Credit Co. LLC to 'B-' from 'CCC+'.  Ford
Motor Co. carries a long-term issuer default rating of 'CCC', with
a positive outlook, from Fitch Ratings.


FORD MOTOR: U.S. May 2010 Sales Up 23% From Last Year
-----------------------------------------------------
Ford Motor Company said Wednesday it continued to post strong
sales and market share gains in May, with Ford, Lincoln and
Mercury dealers delivering 192,253 new vehicles in May -- a 23%
increase versus a year ago.  It marks the sixth month in a row
Ford sales have increased more than 20%.  Year-to-date sales
totaled 783,845, up 31%.

In May, Ford retail sales were up 19% versus a year ago, and Ford
gained retail market share for the 19th time in the last 20
months.  Fleet sales were up 32%, primarily reflecting higher
sales of Ford's hard-working trucks to commercial customers.

Ford is benefiting from a fresh lineup of new, fuel-efficient,
high-quality vehicles that deliver industry-leading levels of
safety as well as smart design and value.

"Our laser focus on fuel efficiency and quality is paying off for
our customers and for Ford," said Ken Czubay, Ford vice president,
U.S. Marketing Sales and Service.  "Our customers are rewarded
because Ford resale values continue to increase at a rate higher
than the overall industry -- and they are rewarding us with
increased purchase consideration."

In April, year-over-year resale values of Ford, Lincoln and
Mercury vehicles outpaced the industry. Resale values improved 24%
for Ford versus 19% for the industry, based on auction data
compiled by the North American Dealers Association.  The margin of
improvement was particularly strong on cars, where Ford improved
seven points more than the industry average.

Ford also achieved the largest gain of any automaker in Automotive
Lease Guide's latest Perceived Quality Score, bringing customer
perceptions more in line with Ford's improved vehicle quality.

"Our results reflect Ford's balanced portfolio of products," said
Mr. Czubay.  "Our goal is to offer customers class-leading fuel
efficiency, quality, safety, smart design and value in every
product and category."

In the third quarter of 2010, Ford plans to produce 570,000
vehicles, up 80,000 vehicles (16%) versus the third quarter 2009.
The increase reflects higher consumer demand across Ford's entire
family of cars, utilities and trucks.  Ford's second quarter
production plan is 640,000 vehicles, up 15,000 vehicles from the
prior forecast.

The sales data are based largely on data reported by dealers
representing their sales to retail and fleet customers.

                           *     *     *

The Wall Street Journal's Neal E. Boudette reports that U.S. auto
sales rose for the seventh month in a row in May on the strength
of big gains by most car makers, including hard-hit Chrysler Group
LLC, and renewed popularity for some large trucks and sport-
utility vehicles.  The Journal, citing Autodata Corp., reports
sales of cars and light trucks jumped 19% in May, to 1.1 million
vehicles.  The Journal says the annualized sales pace for the
month was 11.68 million vehicles -- up from the year-ago figure of
9.86 million and April's 11.2 million rate.

The Journal further reports that General Motors Co., Ford Motor
Co., Honda Motor Co. and Nissan Motor Co. all reported sales
increases ranging from 17% to 24%.  The Journal says Chrysler,
which has been struggling to boost sales since its bankruptcy
reorganization last year, outpaced them all, reporting a rise of
33%.  Chrysler sold 104,819 vehicles in May, the first time in 14
months it surpassed the 100,000 mark.  The Journal notes that
sales of Toyota Motor Corp. -- which has been hobbled by its
recalls -- grew just 6.7% to 162,813 vehicles after it pared back
some sales incentives.

                         About Ford Motor

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures or distributes automobiles
across six continents.  With about 176,000 employees and about 80
plants worldwide, the company's automotive brands include Ford,
Lincoln, Mercury and, until its sale, Volvo.  The company provides
financial services through Ford Motor Credit Company.

The Company's balance sheet at March 31, 2010, showed $191.9
billion in total assets and $197.4 billion total liabilities, for
a stockholders' deficit of $5.4 billion.

                           *     *     *

According to the Troubled Company Reporter on May 21, 2010,
Moody's Investors Service upgraded the ratings of Ford Motor
Company and Ford Motor Credit Company.  Ratings raised include
Ford's Corporate Family Rating and Probability of Default Rating
to B1 from B2, secured credit facility to Ba1 from Ba2, senior
unsecured debt to B2 from B3, and trust preferred to B3 from Caa1.
The Speculative Grade Liquidity rating remains at SGL-2.  Also
raised are Ford Credit's CFR and senior debt rating to Ba3 from
B1. The rating outlook for Ford and Ford Credit is stable.

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.

On Nov. 3, 2009, S&P raised the corporate credit ratings on Ford
Motor Co. and Ford Motor Credit Co. LLC to 'B-' from 'CCC+'.  Ford
Motor Co. carries a long-term issuer default rating of 'CCC', with
a positive outlook, from Fitch Ratings.


FOUR SEASONS HOTELS: A Dozen Units Are In Financial Distress
------------------------------------------------------------
According to a report by The Wall Street Journal's Kris Hudson, of
the 82 hotels that fly Four Seasons flags, at least a dozen are in
financial distress.  The report notes that 2009 occupancy levels
at the luxury chain's U.S. hotels averaged 57%, and revenue per
available room fell 26%.  Even with room rates that average $400 a
night, many Four Seasons hotels can't generate enough cash to pay
both interest and operating costs.

The report also notes the Four Seasons hotels in Maui and Seattle
are delinquent on their mortgages, and lenders have taken over one
in Dallas.  In Barbados, the report continues, a Four Seasons
stalled in construction was rescued by a loan guarantee from the
Barbadian government.

The report also says the owner of Four Seasons hotels in San
Francisco and Miami sold a two-thirds stake in the hotels in March
2010 to lighten the debt burdens, saving the San Francisco hotel
from foreclosure.

The report adds that Four Seasons in New York, the chain's
flagship hotel, almost ran afoul of its lenders this year when it
couldn't qualify to extend its mortgage because it wasn't
generating enough cash flow.  According to the report, the hotel's
owner avoided default this spring by paying off some of the
principal and putting up another property as collateral.

Four Seasons Hotels & Resorts in 1986 began selling off its
hotels, and now it no longer owns any of them and is purely a
management company.  The Wall Street Journal relates Four Seasons
was taken private in 2006 in a $3.7 billion deal that gave Saudi
Prince Alwaleed bin Talal a 45% stake and Microsoft Corp. founder
Bill Gates's Cascade Investment LLC 45%.  Isadore Sharp, Four
Seasons' founder and chief executive, now 78 years old, kept 10%
and stayed as CEO.

According to the Journal, Four Seasons Hotels & Resorts has agreed
to skimp on some of its signature features, bowing to pressures by
some financially strapped owners of properties that bear its name.
The Journal says Chris Jeffries was one of the owners who
approached Mr. Sharp about cutting costs.  Mr. Jeffries'
Millennium Partners LLC owns the Four Seasons hotels in Miami and
San Francisco, which was delinquent on its $90 million mortgage.
He suggested dozens of cuts that, he said, wouldn't hurt service.


FOUR SEASONS: Section 341(a) Meeting Scheduled for June 17
----------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of Four
Seasons 66B Investments, Corp's creditors on June 17, 2010, at
3:00 p.m.  The meeting will be held at 51 SW First Ave Room 1021,
Miami.

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

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

Coral Gables, Florida-based Four Seasons 66B Investments, Corp,
filed for Chapter 11 bankruptcy protection on May 19, 2010 (Bankr.
S.D. Fla. Case No. 10-23713).  Cesar J. Dominguez, Esq., who has
an office in Miami, Florida, assists the Company in its
restructuring effort.  The Company estimated its assets and debts
at $100,000,001 to $500,000,000.


FREESCALE SEMICON: Names Daniel Heneghan to Board of Directors
--------------------------------------------------------------
Freescale Semiconductor Inc. appointed Daniel J. Heneghan to fill
a vacant seat on the Board of Directors of Freescale Holdings GP
Ltd.  Mr. Heneghan was also appointed to the Audit and Legal
Committee of the Board.  Mr. Heneghan will be reimbursed for
expenses related to his service on the Board.  Mr. Heneghan has no
relationships or transactions with the Company.

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


FRESH DEL: S&P Changes Outlook to Stable; Affirms 'BB' Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on Cayman Islands-based Fresh Del Monte Produce Inc. to
stable from positive.  At the same time, Standard & Poor's
affirmed its 'BB' corporate credit rating.  As of April 2, 2010,
Fresh Del Monte had about $309 million of debt outstanding.

"The outlook revision reflects S&P's assessment that Fresh Del
Monte will be unable to meet S&P's prior credit metric benchmarks
for a higher rating due to difficult market conditions for bananas
sold in Europe from oversupply and weak economic conditions,
increased total debt adjustments due to operating leases, and
renewed share buyback activity," said Standard & Poor's credit
analyst Alison Sullivan.  As a result, S&P believes Fresh Del
Monte will maintain credit measures near current levels, including
2.5x lease- and pension-adjusted total debt to EBITDA and 37.5%
funds from operations to total debt.

The ratings on Fresh Del Monte Produce reflect its participation
in the highly variable, commodity-oriented fresh fruit and
vegetable industry.  Uncontrollable factors such as global supply,
world trade policies, political risk, currency swings, weather,
and disease affect the industry.  Fresh Del Monte benefits from
its leading positions in the production, marketing, and
distribution of fresh produce.

Fresh Del Monte is the No. 1 marketer of fresh pineapples
worldwide, and the No. 3 marketer of bananas worldwide.  However,
product concentration remains a rating concern, because of the
high sales and earnings concentration from bananas and pineapples,
respectively, and intense competition in those markets.  Fresh
produce operating results are also subject to seasonality, with
gross profit skewed toward the first half of the calendar year,
before local summer fruit enters the market in the northern
hemisphere.  The company sells fresh produce worldwide, but is
limited by a royalty-free perpetual license to use the Del Monte
trademark for processed and/or canned food, juices, snacks and
desserts, in Europe, Africa, and the Middle East.

S&P assumes Fresh Del Monte will maintain credit measures that are
stronger than its rating category to compensate for inherent
volatility in the produce industry.  S&P could consider an upgrade
if the company can sustain a rolling four-quarter average leverage
of about 2x or less, and average FFO to total debt of about 40%.
A potential upgrade would also require a prudent financial policy
with respect to acquisitions and share repurchases.  Although
unlikely in the near term, S&P could consider a downgrade if
average leverage exceeds 3x, which could occur with low single
digit sales growth, a 200 basis point EBITDA margin decline and
flat debt levels, relative to fiscal 2009.


FUSION TELECOMMUNICATIONS: Posts $1.5 Million Net Loss in Q1 2010
-----------------------------------------------------------------
Fusion Telecommunications International, Inc., filed its quarterly
report on Form 10-Q, reporting a net loss of $1.5 million on
$9.6 million on revenue for the three months ended March 31, 2010,
compared with a net loss of $3.0 million on $9.0 million of
revenue for the same period ended March 31, 2009.

Consolidated gross margin increased to 9.6% for the first quarter
of 2010, compared to 5.9% for the first quarter of 2009.  This
margin increase resulted from stronger margins in the Carrier
Services segment, where the gross margin increased from 5.2% to
8.3%, as well as the increased business volume in the Corporate
Services segment, which achieved a gross margin of 40%.

Selling, general and administrative costs decreased $273,968, or
11%, for the first quarter of 2010 compared to the first quarter
of 2009.

As a result of the increased revenues, improvement in gross
margin, and reduced SG&A expenses, the Company's adjusted EBITDA
loss (earnings before interest, taxes, depreciation, amortization,
and specific non-recurring and non-cash adjustments) of
$1.2 million for the first quarter of 2010 was a 38% improvement
from its first quarter 2009 adjusted EBITDA loss of $1.9 million.

Commenting on the results, Matthew Rosen, Chief Executive Officer
of Fusion, said, "I am pleased that the first quarter of 2010
showed continued progress in achieving the milestones we have set
for achieving profitability.  Our gross margin, SG&A expenses, and
adjusted EBITDA performance all showed marked improvement.  We are
delighted with these results, and we believe that strong sales
growth, combined with continuing expense management, will position
us well for continued improvements in our financial results."

Expanding on Mr. Rosen's comments, Don Hutchins, President, Chief
Operating Officer and Acting Chief Financial Officer, said, "We
are particularly pleased with the nearly 150% revenue growth in
our Corporate Services segment and the 68% gross margin
improvement in our Carrier Services segment, when compared to the
same period in 2009.  In addition, our corporate revenue growth
included twice as many add-on orders from existing customers as
the prior quarter, demonstrating the loyalty of our customers and
the attractiveness of our services."

The Company's balance sheet as of March 31, 2010, showed
$5.5 million in assets and $13.3 million of liabilities, for a
stockholders' deficit of $7.8 million.

As reported in the Troubled Company Reporter on March 29, 2010,
Rothstein, Kass & Company, P.C., in Roseland, N.J., expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has had negative working capital balances, incurred negative cash
flows from operations and net losses since inception, and has
limited capital to fund future operations.

At March 31, 2010, the Company had a working capital deficit of
roughly $9.8 million and an accumulated deficit of roughly
$140.7 million.  The Company has continued to sustain losses from
operations.  In addition, the Company has not generated positive
cash flow from operations since inception.

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

               http://researcharchives.com/t/s?63c2

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

               http://researcharchives.com/t/s?63c3

Headdquartered in New York, Fusion Telecommunications
International, Inc. Fusion (OTC BB:FSNN.OB - News) is a provider
of IP-based digital voice and data communications services to
carriers and corporations worldwide.


GEMS TV: Court Considers Sale of Substantially All Assets Today
---------------------------------------------------------------
The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware will consider at a hearing today, June 3,
2010, at 4:30 p.m. (E.T.), the sale of substantially all of Gems
TV (USA) Limited's non-inventory assets, free and clear of all
claims and other liens and interests.

The Debtor will sell the acquired assets in an auction, led by
Zale Holding Company, Inc.  The auction was scheduled for June 2,
2010, at Young Conaway Stargatt & Taylor, LLP, 1000 West Street,
17th Floor, Wilmington, Delaware.

In the event of
any competing bids for the assets, resulting in Zale Holding
Company not being the successful buyer, it will receive a breakup
fee of to be paid at the time of the closing of the sale with the
third party buyer.

Reno, Nevada-based Gems TV (USA) Limited, aka Gems TV, is a
television retailer of gemstone jewelry products.  Its parent is
Gems TV Holdings Ltd., which owns and operates jewelry home
shopping TV channels in the U.S., U.K. and Japan.

The Company filed for Chapter 11 bankruptcy protection on April 5,
2010 (Bankr. D. Del. Case No. 10-11158).  Robert S. Brady, Esq.,
and Robert F. Poppiti, Jr., Esq., at Young, Conaway, Stargatt &
Taylor, assist the Company in its restructuring effort.  Focus
Management Group is the Company's financial advisor.  Epiq
Bankruptcy Solutions serves as claims and notice agent.  The
Company listed $10,000,000 to $50,000,000 in assets and
$100,000,000 to $500,000,000 in liabilities.


GENCORP INC: Files 2009 Annual Report for Savings Plan
------------------------------------------------------
GenCorp Inc. filed with the Securities and Exchange Commission an
annual report on Form 11-K for the GenCorp Retirement Savings
Plan.  At December 31, 2009, the Plan had $320,964,817 in total
assets and $321,677,596 in net assets available for benefits.

A full-text copy of the Form 11-K report is available at no charge
at http://ResearchArchives.com/t/s?63d3

                        About GenCorp Inc.

Rancho Cordova, Calif.-based GenCorp Inc. (NYSE: GY)
-- http://www.GenCorp.com/-- is a manufacturer of aerospace and
defense products and systems with a real estate segment that
includes activities related to the re-zoning, entitlement, sale,
and leasing of the Company's excess real estate assets.

The Company's balance sheet as of February 28, 2010, showed
$1.019 billion in assets, $1.287 billion of debts, and
$5.5 million of redeemable common stock, for a stockholders'
deficit of $273.5 million.

                           *     *     *

On March 26, 2010, Moody's Investors Service upgraded both GenCorp
Inc.'s Corporate Family Rating to B2 from B3 and Probability of
Default ratings to B2 from Caa1.  In addition, the senior secured
credit facilities were upgraded to Ba2 from Ba3, as well as the
convertible subordinated notes to Caa1 from Caa2.  The 9-1/2%
senior subordinated notes were confirmed at B1.

On January, 22, 2010, Standard & Poor's Ratings Services raised
its ratings of GenCorp Inc. to B- from CCC+ and removed all
ratings from CreditWatch.


GENERAL GROWTH: Equity Panel Taps Cantor Fitzgerald as Advisor
--------------------------------------------------------------
The Official Committee of Equity Security Holders for General
Growth Properties Inc. seeks the Court's permission to retain
Cantor Fitzgerald & Co., as its financial advisor, nunc pro tunc
to March 24, 2010.

As the Equity Committee's financial advisor, Cantor Fitzgerald
will:

  (a) to the extent Cantor Fitzgerald deems necessary,
      appropriate and feasible, or as the Equity Committee may
      request, review and analyze General Growth Properties,
      Inc.'s assets and its operating and financial strategies;

  (b) undertake, in consultation with the Equity Committee and
      its counsel, a financial analysis of GGP and any entities
      that may be created by GGP as part of a Plan;

  (c) evaluate GGP's debt capacity and assist in the
      determination of an appropriate capital structure for GGP;

  (d) evaluate indications of interest and proposals regarding
      any transaction relating to any restructuring,
      reorganization, rescheduling or recapitalization of GGP
      from current or potential lenders, equity investors,
      acquirors or strategic partners;

  (e) review, evaluate and advise on and, as deemed desirable by
      the Equity Committee, assist in negotiating a
      Restructuring Transaction, and, if directed, develop and
      evaluate alternative proposals for a Restructuring
      Transaction;

  (f) advise and assist the Equity Committee in identifying and
      evaluating additional potential capital sources, in
      connection with a Restructuring Transaction, not
      previously identified by any other party in the Debtors'
      bankruptcy cases;

  (g) be available at the Equity Committee's request to meet
      with the Equity Committee and its professionals, GGP
      management or board of directors, creditor groups, equity
      holders any official committees appointed in a bankruptcy
      case, or other parties to discuss the Restructuring
      Transaction;

  (h) if requested by the Equity Committee, participate in
      hearings before the Court and provide relevant testimony;
      and

  (i) at the Equity Committee's request, render an opinion to
      the Equity Committee as to the fairness, from a financial
      point of view, to GGP's stockholders, of the consideration
      to be received in the Restructuring Transaction.

Subject to the Court's approval, Cantor Fitzgerald will be paid
in accordance with this structure:

  (a) Cantor Fitzgerald will be entitled to receive from GGP a
      monthly cash fee of $150,000 during the term of the
      engagement; provided that each Monthly Fee payment will be
      credited against a "Restructuring Fee."

  (b) if a Restructuring Transaction is consummated and provided
      that the engagement has not been previously terminated for
      cause, Cantor Fitzgerald will be entitled to receive from
      GGP a cash fee for $2,050,000, less Monthly Fees
      previously paid.  The Restructuring Fee will be paid in
      cash promptly upon any closing of a Restructuring
      Transaction, as long as the Restructuring Transaction
      closes within a year after the date of any termination of
      Cantor Fitzgerald.

Cantor Fitzgerald will seek reimbursement of fees incurred.

Steven L. Kantor, executive managing director and global head of
investment banking at Cantor Fitzgerald, discloses that Saul
Ewing, counsel to the Equity Committee, represents the firm in
several litigation matters unrelated in the Debtors' Chapter 11
cases.  He says Cantor Fitzgerald does not hold any interest
adverse to the Debtors' estates.  He maintains that Cantor
Fitzgerald is a "disinterested person" as defined within Section
101(14) of the Bankruptcy Code.


GENERAL GROWTH: Shares 2009 Financial Results to Stockholders
-------------------------------------------------------------
General Growth Properties, Inc. (NYSE: GGP) made available its
2009 Annual Report to Stockholders, which contains GGP's 2009
consolidated financial statements and the CEO Letter to
Shareholders, on the Investment section of its corporate Web site
at http://www.ggp.com/ GGP's Annual Report on Form 10-K,
previously filed with the Securities and Exchange Commission, is
also available on the GGP Web site.  Hard copies are available
free of charge to GGP stockholders by submitting a request on the
GGP Web site page "Financial Information by Mail," or by calling
866-818-9933.

GGP Chief Executive Officer Adam Metz also sent a letter to GGP's
shareholders dated May 24, 2010.

Full-text copies of the 2009 Annual Report and Mr. Metz's May 24
Letter are available for free at:

  http://bankrupt.com/misc/ggp_AnnualReport2009.pdf
  http://bankrupt.com/misc/ggp_may24lettertoshareholders.pdf

                  About General Growth Properties

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 GROWTH: Wins Nod for More Appraisal Work for Cushman
------------------------------------------------------------
General Growth Properties Inc. and its units obtained approval
from the Bankruptcy Court to employ Cushman & Wakefield, Inc., for
appraisal, consulting, litigation and related services concerning
their master planned community located in Summerlin, Nevada, which
comprises about 7,400 acres of undeveloped land zoned for mixed
residential and commercial use.

Along with the original application and engagement letter, the
Court previously approved an itemized list of appraisal services
and associated appraisal fees known as the Property List
Addendum.  Per the Property List Addendum, the appraisal fees for
the Summerlin MPC were originally scheduled for a flat fee of
$65,000, with any consulting and litigation services to be paid
separately on an hourly basis if necessary.

In 2009, the Debtors determined that contingent, unliquidated
claims filed by the heirs of the estate of Howard Hughes and their
successors and assigns could make the appraised value of the
Summerlin MPC a significant factor in the allocation of value
under any chapter 11 plan, Adam P. Strochak, Esq,, at Weil,
Gotshal & Manges LLP, in New York -- adam.strochak@weil.com --
tells the Court.  In light of a possible dispute with the Hughes
Heirs over the value of the Summerlin MPC, the Debtors believe
that appraisal of the Summerlin MPC under the fixed fee
arrangement set forth in the Engagement Letter likely would not be
cost-effective for their estates because extensive litigation
support services, charged on an hourly basis, would be necessary
in addition to the fixed-fee appraisal.

Thus, the Debtors agreed with C&W to utilize the services of
C&W's Dispute Analysis & Litigation Support department for the
entire Summerlin MPC valuation, to be charged at an hourly rate,
and to delete the Summerlin MPC from the list of fixed-fee
appraisals.

The Debtors also seek that C&W's Amendment be made effective nunc
pro tunc to January 1, 2010, to clarify that all C&W work on the
Summerlin MPC appraisal, which is already well under way, will be
charged on an hourly basis.

Although the Debtors' believe that the Engagement Letter
previously approved by the Court authorized the Debtors to
utilize the C&W Litigation Team to conduct appraisal work and
related support services in excess of the original estimate for
the Summerlin MPC, the Debtors have filed the Supplemental
Application out of an abundance of caution and in the interests
of full disclosure.

The Debtors will pay C&W's professionals according to their
customary hourly rates:

    Name                                     Rate per Hour
    ----                                     -------------
    Marvin Wolverton, Richard Marchitelli        $500
    Raymond Murray                               $425
    Cynthia Ganiere                              $385
    Kaye Cuba                                    $325

The Debtors will also reimburse C&W for expenses incurred.

Although the Amendment states that C&W will bill travel time at
its regular hourly rates, C&W has agreed to a request from the
U.S. Trustee for Region 2 to bill nonworking travel time at half
C&W's regular hourly rates.  The Amendment does not cap expenses
for hourly work on the Summerlin MPC, but C&W's billing for
expenses will conform to the U.S. Trustee's guidelines.  With
respect to the Summerlin MPC, C&W will file interim and
final fee applications for allowance of its compensation and
expenses, with respect to its services.

Richard Latella, executive managing director of C&W, discloses
that Glenn Rufrano who recently had been named president and chief
executive officer of the firm served on the board of General
Growth Properties, Inc.  Mr. Rufrano resigned from GGP's board on
March 19, 2010, and has no ongoing employment, management or
consulting relationship with GGP, Mr. Latella relates.

Mr. Latella says Mr. Rufrano has not been involved in any of the
work C&W has performed for GGP's property-level subsidiaries in
connection with these Chapter 11 cases.  Once he joins C&W, Mr.
Rufrano will recuse himself from participation in any aspect of
the work C&W performs for GGP and its subsidiaries pursuant to
the firm's retention in these Chapter 11 cases and will be
screened from information relating to the engagement, Mr. Latella
notes.  By imposing certain obligations and screen on individual
appraisers to refrain from sharing information with Mr. Rufrano,
these restrictions ensure that C&W will screen Mr. Rufrano
effectively from all information relating to the engagement, Mr.
Latella assures the Court.


GENERAL MOTORS: Dumps Reva as Indian Electric Car Partner
---------------------------------------------------------
GM India has ended its partnership with Reva Electric Car Company
after Mahindra & Mahindra announced it was taking a controlling
stake in Reva.  M&M is one of India's largest auto makers.

GM and Reva previously had an agreement to use Reva's technology
to power the e-Spark, a small electric car that GM intends to
develop in India.  The two companies had initially planned to
launch the e-Spark by the end of 2010, the Wall Street Journal's
livemint.com, reported.

The breakup had prompted GM to stand alone and to utilize its own
alternative fuel and propulsion technologies, livemint.com
related.  "We plan to look within the General Motors portfolio for
alternate technology vehicles," said Karl Slym, GM India's
president and managing director.

"There will be no eSpark," livemint.com quoted Mr. Slym as saying.
He further said that the company is not yet firm whether it would
deploy alternate technology on the Spark or the Beat models.

According to livemint.com, GM's breakup with Reva will have no
impact on GM India's short-term growth plans.  An analyst at IHS
Global Insight told livemint.com that GM's scrapping of its
partnership with Reva will not affect GM India, saying that
electric car sales in large quantities are still 10 or more years
away, and GM can soon find alternatives to it.

                       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: Judge Orders Tort Claimants to Halt Suits
---------------------------------------------------------
Bankruptcy Law360 reports that a bankruptcy judge has ordered
plaintiffs to halt progress in six product liability suits against
the reorganized General Motors LLC, saying the automaker's sale
agreement generally bars the claims despite potential ambiguities.

Judge Robert E. Gerber issued a ruling from the bench Tuesday in
the U.S. Bankruptcy Court for the Southern District of New York,
according to Law360.

                       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: New GM Names Docherty VP for Int'l Operations
-------------------------------------------------------------
General Motors announced that Susan E. Docherty has been appointed
GM vice president, International Operations Sales, Marketing and
Aftersales, effective June 1.  Docherty, 47, will report to Tim
Lee, president, GM International Operations.

"Growth in China and other emerging markets is important to the
company's future," said GM Chairman and CEO, Ed Whitacre.  "We are
counting on Susan to make a significant contribution and I am glad
to have her running this critical part of our business."

GM sells almost 50 percent of all new vehicles within GMIO, which
is comprised of more than 90 markets including Asia Pacific, Latin
America, Africa, the Middle East, Russia and the Commonwealth of
Independent States.  Most of the GMIO countries are considered
emerging markets and are an engine of GMIO growth over the next
decade.

Docherty's role in the region will be to coordinate sales,
marketing and aftersales in GM's Asia Pacific, Latin America,
Africa, the Middle East, Russia and CIS operations.  She will have
responsibility for market performance, improving the opinion and
consideration of Chevrolet, Buick, GMC, Holden and Cadillac brands
to drive consumer demand for GM vehicles.

"We are fortunate to have Susan joining us at this important time
in GMIO's history, as we focus on growth throughout the region"
said Lee.  "She brings a wealth of sales and marketing experience
with a fresh perspective to the way we approach our business."

Docherty replaces Don Johnson, vice president, International
Operational Sales, Marketing and Aftersales, 53, whose new
position at GM will be announced soon.

Most recently, Docherty was GM vice president of U.S. marketing.
Previously she served as GM vice president, U.S. Sales, Service
and Marketing, responsible for improving year-over-year sales
performance, reducing incentive spend, improving residuals as well
as marketing and advertising for the company's vehicle brands.
She was also responsible for GM's relationship with dealers and
numerous Dealer Councils.  Docherty has extensive sales, service
and marketing experience, having held positions with
responsibility for Canada, the U.S., and abroad.  Most notable is
her brand work, including the launch of the 2010 Buick LaCrosse
and GMC Terrain.

"Susan has given her all to GM for many years," said GM president
North America, Mark Reuss.  "She has set the foundations for our
future in North America and takes significant domestic and
international experience and expertise to her new position.  We
wish her every success."

                       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 Selects Lazard as GM IPO Advisor
--------------------------------------------------------------
The U.S. Department of the Treasury has tapped Lazard Freres & Co.
as its adviser in preparation for an initial public stock offering
by General Motors Co.

Pursuant to an agreement, Lazard Freres, a New York-based
investment bank, will analyze and review alternatives for the
government's ownership stake.  It will give advice on the use of
"underwriters, brokers or other capital market advisers for the
best means and structure to dispose of such assets," The
Associated Press specified.

The AP noted that Lazard Freres will be paid $500,000 a month over
the next year for the advice it provides the government.  If no
stock sale has occurred during the first 12 months of the
contract, the firm will receive a reduced fee of $250,000 a month
until the sale is completed.

In a related development, the U.S. Treasury and General GM may
also pick a lead underwriter for the IPO, Bloomberg reported.  The
move will allow GM to file its IPO registration with the U.S.
Securities and Exchange Commission in July and sell shares to the
public by October or November 2010.

GM and U.S. Treasury officials met in May 2010 with senior
officials from Goldman Sachs Group Inc., Bank of America Corp.,
Citigroup Inc., JPMorgan Chase & Co. and Morgan Stanley -- who
were asked about how much stock they would recommend selling, how
much they thought GM might be worth, and what roadblocks might
come up, the report noted.

As acquirer of 61% of GM's shares through the $50 billion bailout
in 2009, the U.S. Treasury "is likely to have more say in the
selection than the carmaker itself," Bloomberg said, citing two
anonymous sources familiar with the matter.

                       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: Chevrolet-Buick-GMC-Cadillac Sales Up 32% in May
----------------------------------------------------------------
General Motors Company said Wednesday that for the fifth straight
month, Chevrolet, Buick, GMC and Cadillac together posted a double
digit sales gain, with combined sales increasing 32% over last
May.  Year-to-date sales for GM's four brands have risen 31% to
874,749 units -- an increase of 206,994 units compared to last
year, which is almost twice the volume lost from brands the
company has discontinued.

According to Steve Carlisle, vice president, U.S. Sales
Operations, GM's brands have outperformed the market this year on
the strength of the company's newest products. Year-to-date,
combined sales of the Chevrolet Equinox, Chevrolet Camaro, Buick
LaCrosse and Regal, GMC Terrain and Cadillac SRX and CTS Wagon are
up 323%.

"Each of our brands has new products that are being received well
by customers. In fact, these new vehicles now account for about
one in every four retail sales in the U.S.," said Mr. Carlisle.
"With each brand launching new vehicles in the next few months, we
are optimistic about the remainder of the year."

Since 2005, crossover sales as a percentage of industry sales have
almost doubled. During the same time, sales of GM's crossovers as
a percentage of the company's sales have more than tripled.  May
sales of GM's crossovers -- Chevrolet Equinox, HHR and Traverse;
Buick Enclave, GMC Terrain and Acadia; and Cadillac SRX -- were up
83% compared to May 2009, and are up 81% year-to-date.  Through
May, GM leads all automakers in total crossover sales.

Chevrolet dealers reported sales of 167,235 -- 31% higher than May
2009.  Retail sales for the brand were 19% higher for the month.
Retail sales for Chevrolet's popular full-size pickups, Silverado
and Avalanche, increased 14%, while retail sales for the Suburban
rose 73%.  The Chevrolet Silverado, Equinox, Traverse, Avalanche,
Malibu and Camaro all posted year-over-year retail sales increases
of 10% or more.

Buick sales rose 37% for the month to 12,582 -- the eighth
consecutive month of double digit year-over-year sales increases
led by the LaCrosse and Enclave.  Retail sales for Buick rose 46%
during May.  Buick LaCrosse retail sales increased 191% for the
month.  Year-to-date sales of the LaCrosse have increased 162%.

GMC sales of 30,160 were 26% higher than last year, while retail
sales for the brand were up 37%.  Retail sales of the GMC Terrain
continued to gain momentum, with sales increasing 350% for the
year-to-date.

Cadillac sales increased 54% to 12,328, while retail sales
improved 43% for the month.  CTS retail sales improved 7% for the
month, and year-to-date sales of the SRX are 439% higher than a
year ago.

Month-end dealer inventory in the U.S. stood at about 408,000
units, which is about 22,000 lower compared to April 2010, and
about 267,000 lower than May 2009.

The Wall Street Journal's Neal E. Boudette reports that U.S. auto
sales rose for the seventh month in a row in May on the strength
of big gains by most car makers, including hard-hit Chrysler Group
LLC, and renewed popularity for some large trucks and sport-
utility vehicles.  The Journal, citing Autodata Corp., reports
sales of cars and light trucks jumped 19% in May, to 1.1 million
vehicles.  The Journal says the annualized sales pace for the
month was 11.68 million vehicles -- up from the year-ago figure of
9.86 million and April's 11.2 million rate.

The Journal further reports that General Motors Co., Ford Motor
Co., Honda Motor Co. and Nissan Motor Co. all reported sales
increases ranging from 17% to 24%.  The Journal says Chrysler,
which has been struggling to boost sales since its bankruptcy
reorganization last year, outpaced them all, reporting a rise of
33%.  Chrysler sold 104,819 vehicles in May, the first time in 14
months it surpassed the 100,000 mark.  The Journal notes that
sales of Toyota Motor Corp. -- which has been hobbled by its
recalls -- grew just 6.7% to 162,813 vehicles after it pared back
some sales incentives.

Last month, GM reported first quarter 2010 results, marked by
revenue of $31.5 billion and operating income of $1.2 billion.
Net income attributable to common stockholders was $900 million,
resulting in earnings per share on a diluted basis of $1.66.

GM North America had EBIT in the first quarter 2010 of $1.2
billion, up from a loss of $3.4 billion in the fourth quarter
2009.  GM Europe had a loss before interest and taxes of $500
million; an improvement of $0.3 billion from the fourth quarter.
GM International Operations posted EBIT of $1.2 billion, up $500
million from the fourth quarter.

Cash flow from operating activities was $1.7 billion and after
adjusting for capital expenditures of $0.7 billion, free cash flow
was $1.0 billion.  GM ended the first quarter with $35.7 billion
in cash and marketable securities, including funds in escrow.

At March 31, 2010, GM had $136.021 billion in total assets, total
liabilities of $105.970 billion and preferred stock of $6.998
billion, and non-controlling interests of $814 million, resulting
in total equity of $23.053 billion.

                       About General Motors

With its global headquarters in Detroit, Michigan, General Motors
Company -- http://www.gm.com/-- is one of the world's largest
automakers.  GM employs 207,000 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 the following brands:
Buick, Cadillac, Chevrolet, FAW, GMC, Daewoo, Holden, Opel,
Vauxhall and Wuling. GM's largest national market is the United
States, followed by China, Brazil, Germany, the United Kingdom,
Canada, and Italy.  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.

                   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)


GSI GROUP: Confirmed Plan Sweetened Recovery for Stockholders
-------------------------------------------------------------
GSI Group Inc. on May 27 received confirmation of its Joint
Chapter 11 Plan of Reorganization.  Prior to confirmation, GSI
modified the plan to allow shareholders to retain up to 87.3% of
the stock if they participate to the maximum in an $85 million
equity rights offering.  If stockholders buy to the fullest
extent, noteholders will have 12.7% of the reorganized equity and
$90 million in new secured notes.  The original iteration of the
plan where rejected by holders of 80% of the stock.

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

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


GUNNALLEN FINANCIAL: Files for Chapter 11 Bankruptcy in Florida
---------------------------------------------------------------
Tampa Bay Bankruptcy Center of Pennsylvania reports that GunnAllen
Financial Inc. filed for bankruptcy under Chapter 11 in the U.S.
Bankruptcy Court for the Middle District of Florida, listing both
assets and debts of between $10 million and $50 million.

In its Web site, the Company said it could not continue operations
as a broker/dealer due to its current capital level and is now
restricted to taking liquidating transactions only.  The Company
said it is working toward an orderly shut-down of the company and
expects to cease operations.

The Company owes $22.8 million to 5002 West Waters LLC of Miami
and $75,000 worth of debts to Lewis Brisbois Bisgaard & Smith LLP
of Tampa.

GunnAllen Financial Inc. -- http://gunnallen.com-- is an
investment and brokerage firm.


JACKSON & PERKINS: Court Okays Appointment of Ch. 11 Trustee
------------------------------------------------------------
Jackson & Perkins Wholesale, Inc., and J & P Acquisitions, Inc.,
sought and obtained authorization from the U.S. Bankruptcy Court
for the District of South Carolina to appoint a Chapter 11 trustee
in the Debtors' bankruptcy cases.

Because L. Stan Neely is already acting Chapter 11 trustee for the
Park Seed Cases, the Debtors recommend that he be appointed as
Chapter 11 trustee for the bankruptcy cases, in order to
consolidate the management of the companies and maximize judicial
and company resources.

The Official Committee of Unsecured Creditors supports the
appointment of a trustee.

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


JOHN MANEELY: Moody's Gives Stable Outlook, Retains 'B2' Rating
---------------------------------------------------------------
Moody's Investors Service changed the rating outlook for John
Maneely Company and 6582125 Canada Inc. to stable from negative.
The company's corporate family remains at B2.  The revised rating
outlook recognizes the effective job JMC has done managing through
the severe downturn of the last 18 months and its debt reduction
over the last nine months.

The B2 corporate family rating positively reflects JMC's highly
variable cost structure, large scale and leading market position
for many of its pipe products and electrical conduit, and adequate
liquidity.  However, the rating is constrained by Moody's
expectation for challenging market conditions for JMC's largest
market -- the non-residential construction market -- with that
market still declining and a recovery possibly several years away.
The company remains highly levered and has a relatively high
reliance on commodity types of products that tend to have
aggravated cycles, which impacts margins.

Moody's previous rating action for JMC was on September 29, 2009,
when the company's ratings were confirmed (B2 CFR) and a negative
rating outlook was assigned, concluding a review for possible
downgrade that began in June 2009.

Headquartered in Beachwood, Ohio, John Maneely Company
manufactures steel pipe, hollow structural steel, electrical
conduit products and tubular products at ten manufacturing
facilities in the U.S. and Canada.  The company is number one or
two in its key product areas: HSS, standard pipe and electrical
conduit.  JMC also enjoys leading market positions in the
galvanized mechanical tube and fittings markets.  Its products are
sold principally to plumbing and electrical distributors.  JMC's
parent, DBO Holdings, Inc., is approximately 55% owned by the
Carlyle Partners IV, LP.


JONES SODA: Posts $2.1 Million Net Loss in Q1 2010
--------------------------------------------------
Jones Soda Co. filed its quarterly report on Form 10-Q, reporting
a net loss of $2.1 million on $3.9 million of revenue for the
three months ended March 31, 2010, compared with a net loss of
$2.6 million on $7.1 million of revenue for the same period ended
March 31, 2009.

Michael O'Brien, Chief Financial Officer, said, "Over the last 12
months we have streamlined our business by lowering overhead costs
and focusing our resources on our core glass bottle business.
With this focus, we have achieved improved year-over-year bottom-
line results on lower case volumes and lower revenues."

"We believe in the strength of the Jones Soda brand, but our
failure to actively promote and create retail marketing programs
has slowed our same-store sales in several markets.  We are
realigning our resources to direct targeted funding for new
marketing programs and to address gaps in our core product
portfolio, as well as to secure and grow larger distributor and
national retail accounts.  We continue to explore strategic
partnerships and financing options that would be beneficial to our
Company and shareholders, and give us the necessary funding to
create sustained growth with our brands.  The beverage business is
not complex, Jones overcomplicated its model and inadvertently
limited its resources to compete effectively.  Our plan going
forward is to support our core brands at retail and compete in
proven, high-growth segments with brand ideas that connect with
consumers," commented William Meissner, President & Chief
Executive Officer.

As of March 31, 2010, the Company had cash and cash equivalents of
approximately $2.4 million and working capital of $6.7 million.
Cash used in operations during the quarter ended March 31, 2010,
totaled $2.5 million.  As of March 31, 2010, inventories were
$3.8 million compared to $3.7 million as of December 31, 2009.

The Company's balance sheet as of March 31, 2010, showed
$11.2 million in assets, $3.0 million of liabilities, and
$8.2 million of stockholders' equity.

As reported in the Troubled Company Reporter on April 7, 2010,
Deloitte & Touche LLP, in Seattle, expressed substantial doubt
about the Company's ability to continue as a going concern after
auditing the Company's financial statements for the year ended
December 31, 2009.  The independent auditors noted that of the
Company's recurring losses from operations, negative cash flows
from operating activities, accumulated deficit, significant
uncertainties in the Company's ability to meet their 2010
operating plan, and the need to obtain additional equity or debt
financing, during 2010 or early 2011.

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

               http://researcharchives.com/t/s?63d6

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

               http://researcharchives.com/t/s?63d7

Headquartered in Seattle, Washington, Jones Soda Co.
(NASDAQ: JSDA) -- http://www.jonessoda.com/-- markets and
distributes premium beverages under the Jones Soda, Jones Pure
Cane Soda(TM), Jones 24C(TM), Jones GABA(R), Whoopass Energy
Drink(R) brands and sells through its distribution network in
markets primarily across North America.


JPMCC 2002: Court Extends Deadline for Schedules by 30 Days
-----------------------------------------------------------
The Hon. Craig A. Gargotta at the U.S. Bankruptcy Court for the
Western District of Texas extended, at the behest of JPMCC 2002-
CIBC4 Highland Retail, LLC, the deadline for the filing of
schedules of assets and liabilities and statement of financial
affairs 30 days after the Petition Date.

The Debtor said that while it is working diligently and
expeditiously to prepare the schedules, its resources are limited.
In view of the amount of work entailed in completing the schedules
and the competing demands upon the Debtor's employees and
professionals to assist in efforts to stabilize business
operations during the initial post-petition period, the Debtor
will not be able to properly and accurately complete the schedules
within the required 14-day time period.  Considering the usual
press of business that accompanies the start of any Chapter 11
case, the Debtor anticipates that it won't be able to complete the
schedules within the previous 14-day deadline.

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


JPMCC 2002: Taps Akin Gump as Bankruptcy Counsel
------------------------------------------------
JPMCC 2002-CIBC4 Highland Retail, LLC, has asked for authorization
from the U.S. Bankruptcy Court for the Western District of Texas
to employ Akin Gump Strauss Hauer & Feld LLP as bankruptcy
counsel.

Akin Gump will, among other things:

     a. take necessary action to protect and preserve the Debtor's
        estate, including the prosecution of actions on the
        Debtor's behalf, the defense of any actions commenced
        against the Debtor, the negotiation of disputes in which
        the Debtor is involved, and the preparation of objections
        to claims filed against the Debtor's estate;

     b. prepare motions, applications, answers, orders, reports,
        and other papers in connection with the administration of
        the Debtor's estate and appear on the Debtor's behalf at
        all hearings regarding the Debtor's case;

     c. negotiate, prepare and file a plan of reorganization and
        related disclosure statement(s) and all related documents,
        and otherwise promote the financial rehabilitation of the
        Debtor; and

     d. perform all other necessary legal services in connection
        with the prosecution of the Debtor's Chapter 11 case.

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


        Partners                            $485-$1,150
        Special Counsel and Counsel          $395-$835
        Associates                           $325-$605
        Paraprofessionals                    $125-$290

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

Miami Beach, Florida-based JPMCC 2002-CIBC4 Highland Retail, LLC,
filed for Chapter 11 bankruptcy protection on May 12, 2010 (Bankr.
W.D. Texas Case No. 10-11331).  The Company listed $10,000,001 to
$50,000,000 in assets and $500,001 to $1,000,000 in debts.


KINETIC CONCEPTS: Moody's Affirms 'Ba2' Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service affirmed the long-term ratings of
Kinetic Concepts, Inc, including the Ba2 Corporate Family Rating
and Ba2 Probability of Default Rating.  Concurrently Moody's
upgraded the rating on the senior secured credit facility to Baa3
from Ba1 in accordance with the application of Moody's Loss Given
Default Methodology, given the considerable reduction in the size
of the term loan due to debt repayment since 2008.  The outlook
remains stable.

Despite challenges in the company's core Vacuum Assisted Closure,
or V.A.C., wound healing franchise, including an increasingly
competitive environment in the U.S. and abroad, KCI remains
strongly positioned in the Ba2 rating category.  The company has
delevered substantially since the 2008 LifeCell acquisition and
its free cash flow generation remains strong for the Ba2 rating
category.  However, the rating will likely remain constrained in
the near-term by KCI's high product concentration, as 70% of
revenues are generated by V.A.C. related products, and the
pressures on that business that will constrain revenue growth.
Moody's believe KCI will continue to pursue acquisitions in order
to further diversity its business and reinvigorate growth.  KCI
has a substantial amount of flexibility to pursue acquisitions at
the current rating level.  Over time, if the company maintains a
conservative leverage profile while diversifying its revenue
through new product introductions, international expansion and
acquisitions, there could be upward rating pressure.

Ratings affirmed:

* Corporate Family Rating, Ba2
* Probability of Default Rating, Ba2

Ratings upgraded:

* $300 million Senior Secured Revolving Credit Facility due 2013,
  to Baa3, LGD2, 21% from Ba1 LGD2, 29%

* $650 million Senior Secured Term Loan A due 2013, to Baa3, LGD2,
  21% from Ba1 LGD2, 29%

The ratings outlook is stable.

The last rating action was April 18, 2008, when Moody's affirmed
the Ba2 CFR in conjunction with the LifeCell acquisition.

Kinetic Concepts, Inc., headquartered in San Antonio, Texas, is a
global medical technology company with leadership positions in
advanced wound care, regenerative medicine and therapeutic support
systems (i.e., medical beds).  The company's advanced wound care
systems incorporate proprietary V.A.C. technology.  KCI reported
revenues of approximately $2.0 billion for the twelve months ended
March 31, 2010.


LEHMAN BROTHERS: LBI Engagement of Thomas Lee Terminated
--------------------------------------------------------
Before the Petition Date, Lehman Brothers Inc. entered into an
engagement letter with Thomas H. Lee Equity Fund VI, L.P., and THL
Equity Advisors VI, LLC.  The Fund and Advisor wish to terminate
LBI's interests in the Agreement and take certain related actions.

James W. Giddens, the trustee for LBI, has determined that it
would be in the best interests of LBI and its estate that the
Agreement be terminated by LBI subject to the payment to the LBI
Trustee of $557,937 by the Fund.

The LBI Trustee, the Fund and Advisor thus entered into a
stipulation whereby the Fund agrees to pay in immediately
available funds (i) $278,968 and $278,968 on April 28, 2010, to:

  Union Bank, N.A.
  ABA No. 122000496
  A/C No. 37130196431 TRUSDG
  James W. Giddens, Trustee, LBI Funds Account
  Account No. 671186101

Upon receipt by the LBI Trustee of the Final Payment, the
Agreement will be terminated without need for further action by
any of the Parties, any further Bankruptcy Court approval and any
further obligation or liability and pursuant to that termination.
The LBI Trustee and the Fund and Advisor will be deemed to each
have fully, finally and forever waived, settled, compromised,
discharged and released each other from any and all Claims
arising under the Agreement.

Fund and Advisor also confirm that other than the Termination
Fee, there are no fees, commissions, or other compensation owed
to LBI pursuant to the Agreement.

                       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: LBI Trustee Employs City-Yuwa as Special Counsel
-----------------------------------------------------------------
James Giddens, trustee for Lehman Brothers Inc., received court
approval to employ City-Yuwa Partners as his special counsel
effective August 10, 2009.

Mr. Giddens seeks the services of Tokyo-based City-Yuwa in
connection with the settlement of debit and credit obligations
between LBI and Lehman Brothers Japan Inc., the recovery of debts
owed by LBJ, among other things.

City-Yuwa will be paid for its services on an hourly basis and
will be reimbursed for its expenses.  The hourly rates and the
firm's professionals who are tasked to provide the services are:

  Professionals            Hourly Rates
  -------------            ------------
  Masaaki Sawano              JPY50,000
  Kiyoshi Asada               JPY33,000
  Rei Funabashi               JPY15,000

The rates may be subject to adjustment on January 1, 2011,
according to Mr. Giddens, who also requests that fees and
expenses incurred by the firm be paid as administrative expenses
of LBI's estate.

In a declaration, Mr. Sawano, Esq., at City-Yuwa, assures the
Court that his firm does not have connection with or interest in
LBI and that it does not have interest adverse to LBI's creditors
and stockholders.

                       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: Lease Decision, Removal Periods Extended
---------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
issued an order extending to September 9, 2010, the deadline for
Lehman Brothers Inc.'s trustee to either assume or reject the
company's executory contracts and unexpired leases.

The Bankruptcy Court also gave Lehman Brothers Inc.'s trustee
until December 8, 2010, to file notices of removal of civil cases
involving LBI.

                       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: Reduces 85 Derivatives Claims by $58 Million
-------------------------------------------------------------
Lehman Brothers Holdings Inc. is asking the Bankruptcy Court to
ratify settlements were some $455 million in derivatives claims
will be reduced to $397 million.  A hearing on the negotiated
reductions in 85 derivatives claims is scheduled for hearing on
August 4.

                       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: Shareholders Want Official Equity Committee
------------------------------------------------------------
In separate letters, Koestler Tile Company, Carolyn J. Bessler,
George E. Di Russo and Eric C. Giles ask the Court to direct the
appointment of an official equity committee to represent and
protect the rights of the equity owners of Lehman Brothers Inc.

Rak Koestler, president of Koestler Tile, asserts that
shareholders have suffered egregious losses.  He says it is
necessary to take any legal steps possible, as provided for by
law to protect the right the shareholders' rights.

Rogelio Beltran, Donald L. Boyd and Kelly L. McGehee also seek
the Court's consideration regarding the shareholders' plight in
the Debtors' Chapter 11 cases.

                       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: SunCal Appeals Ruling Blocking Lawsuit
-------------------------------------------------------
SunCal Cos. said it will appeal Bankruptcy Judge James Peck's
ruling that bars it from suing Lehman Brothers Holdings Inc. in a
dispute over more than two dozen stalled California real-estate
projects, American Bankruptcy Institute reports.

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)


LEVI STRAUSS: Names Mattel's CEO Robert Eckert as Director
----------------------------------------------------------
Levi Strauss & Co. elected Robert Eckert, chairman and chief
executive officer of Mattel Inc., to its board of directors
effective May 10, 2010.

"[Mr. Eckert] is a highly experienced senior executive who
understands the dynamics of building global consumer brands and
creating cultures that are driven to win in the marketplace," said
LS&Co. Chairman Richard Kauffman.  "He is known for his high
standard of integrity, his collaborative leadership style and his
decisiveness in driving businesses to successful results.  Mr.
Eckert will bring great experience and valuable perspectives to
the Levi Strauss & Co. board of directors."

Mr. Eckert joined Mattel, Inc., as chairman and CEO in 2000.
Since then, he has led the company through a major turnaround.
Under his leadership, the company has substantially improved
earnings and the stock price has doubled.  Before joining Mattel,
Eckert held numerous senior leadership positions at Kraft Foods,
where he reinvented and grew several of the company's iconic food
brands.  He earned his B.S. in Business Administration at the
University of Arizona and an MBA from the J.L. Kellogg Graduate
School of Management at Northwestern University.

"I am honored to join the Levi Strauss & Co. board of directors,"
said Eckert. "The Levi's brand is one of the world's great, iconic
consumer brands and a clear industry leader.  The company is
pursuing a global strategic growth plan and is poised for an
exciting period of renewal.  I look forward to contributing my
experience and perspectives on building brands globally as this
multi-year plan unfolds."

                     About Levi Strauss & Co.

Headquartered in San Francisco, California, Levi Strauss & Co. --
http://www.levistrauss.com/-- is one of the world's leading
branded apparel companies.  The Company designs and markets jeans,
casual and dress pants, tops, jackets and related accessories, for
men, women and children under the Levi's(R), Dockers(R) and
Signature by Levi Strauss & Co.(TM).  The Company markets its
products in three geographic regions: Americas, Europe, and Asia
Pacific.

As of February 28, 2010, the Company's balance sheet showed total
assets of $2.9 billion and total liabilities of $3.1 billion,
resulting in a stockholders' deficit of $265,455,000.

                           *     *     *

The Troubled Company Reporter reported on April 26, 2010, that
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on San Francisco, Calif.-based Levi Strauss & Co.
The outlook is stable.

The TCR also reported that Moody's Investors Service assigned a B2
rating to Levi Strauss & Co proposed senior unsecured notes.  All
other ratings including its B1 Corporate Family Rating were
affirmed.  The rating outlook remains stable.

The TCR reported on April 7, 2010, that Fitch Ratings affirmed
Levi Strauss & Co.'s ratings: Issuer Default Rating at 'BB-';
$750 million Bank Credit Facility at 'BB+'; Senior unsecured notes
at 'BB-'; Senior unsecured term loan 'BB-'.


LOUIS SECORD: Case Summary & 8 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Louis A. Secord
        8487 NE Woodland Cove Dr.
        Kirkland, WA 98034

Bankruptcy Case No.: 10-16245

Chapter 11 Petition Date: May 29, 2010

Court: United States Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Thomas T. Glover

Debtor's Counsel: Gayle E. Bush, Esq.
                  Bush Strout & Kornfeld
                  601 Union St Ste 5000
                  Seattle, WA 98101
                  Tel: (206) 292-2110
                  E-mail: gbush@bskd.com

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

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

A list of the Company's 8 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/wawb10-16245.pdf

The petition was signed by Louis A. Secord.


MALIBU ASSOCIATES: Amends Plan Outline for Reorganization Plan
--------------------------------------------------------------
Malibu Associates, LLC, filed with the U.S. Bankruptcy Court for
the Central District of California amended Disclosure Statement
explaining the proposed Plan of Reorganization.

According to the Plan, the Debtor intends to pay allowed claims in
full without interests.  On the effective date, all interests will
be deemed cancelled, terminated, extinguished.  Equity interest
holders will receive no distribution under the Plan.

Administrative expenses, priority tax claims, the Class 1 secured
claim of the L.A. County Tax Collector, the Class 2 claim (secured
claim of the bank) but excluding the balloon payment under
Option A, and Class 3 claims (general unsecured claims, excluding
indemnification claims) will be paid from (i)  cash on hand in the
Debtor's equity account at bank of America as of the effective
date; (ii) new cash to be contributed by the new members in an
amount sufficient to pay  (x) the allowed amount of the claims;
and (y) the amounts budgeted to complete the entitlement process
for the property, in exchange for a 100% ownership interest in the
Reorganized Debtor.

As reported in the Troubled Company Reporter on April 30, 2010,
the new members will be:

     T&J Investment Partners, LLC
     HIX Rubenstein Companies
     MPK Development, LLC
     The Leone-Pekins Trust
     Crankstart Foundation
     Third Millenium Trust
     RSF, JR., LLC
     Dr. David Agus

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

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

                   About Malibu Associates, LLC

Malibu, California-based Malibu Associates, LLC, dba Malibu
Country Club and Malibu Country Club filed for Chapter 11 on
November 3, 2009 (Bankr. C.D. Calif. Case No. No. 09-24625).
Ashleigh A. Danker, Esq., at Kaye Scholer LLP represents the
Debtor in its restructuring effort.  According to the schedules,
the Company has assets of $42,853,592, and total debts of
$35,758,538 as of the petition date.


MARY GONSALVES: Case Summary & 9 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Mary Regina Gonsalves
        829 N. Orange Grove Avenue
        Los Angeles, CA 90046

Bankruptcy Case No.: 10-32036

Chapter 11 Petition Date: May 29, 2010

Court: U.S. Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Vincent P. Zurzolo

Debtor's Counsel: Denise M. Fitzpatrick, Esq.
                  Law Offices of Denise M Fitzpatrick
                  468 N Camden Drive, 3rd Floor
                  Beverly Hills, CA 90210
                  Tel: (310) 860-5693
                  Fax: (310) 997-3506
                  E-mail: df@benchmarklegal.net

Estimated Assets: $0 to $50,000

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

A copy of the Debtor's list of 9 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb10-32036.pdf

The petition was signed by the Debtor.


MARY TAPLETT: U.S. Trustee Objects to Hiring of Bankr. Counsel
--------------------------------------------------------------
The U.S. Trustee has filed with the U.S. Bankruptcy Court for the
Eastern District of Washington an objection to Mary L. Taplett's
hiring of Christina M. Davitt of Davitt Law Group, PLLC, as
bankruptcy counsel.

According to the Trustee, the Debtor's request for court
authorization to hire Ms. Davitt doesn't provide any of the
subsections' detailed required disclosures.  "These details should
be provided by supplement or amendment," the Trustee states.

The Trustee says that the disclosures do not affirmatively show
disinterestedness.

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


MEDIACOM COMMUNICATIONS: Fitch Puts 'B+' Rating on Negative Watch
-----------------------------------------------------------------
Fitch Ratings has placed the 'B+' Issuer Default Rating for
Mediacom Communications Corporation and its wholly owned
subsidiaries Mediacom LLC and Mediacom Broadband LLC on Rating
Watch Negative.  Additionally, specific issue ratings assigned to
the company's senior secured and senior unsecured debt, as listed
at the end of this release, have also been placed on Rating Watch
Negative.  Approximately $3.4 billion of debt outstanding as of
March 31, 2010, is affected by Fitch's actions.

Fitch's ratings action follows MCCC's announcement that its board
of directors has received a proposal from the company's chairman
and CEO Rocco B. Commisso to acquire all of MCCC's outstanding
class A and class B common stock not already beneficially owned by
Commisso for $6.00 per share in cash.  If accepted the proposed
transaction would be valued at approximately $247 million.

From Fitch's view the proposed transaction will weaken MCCC's
credit profile and stress the company's ability to generate free
cash flow relative to Fitch's expectations.  Assuming the
transaction as currently contemplated is completely debt financed,
leverage for the last 12 month period ending March 31, 2010 would
increase to 6.7 times, which is outside of Fitch's expectations
given the current rating category.  A key consideration during
Fitch's review of the proposed transaction will include the extent
to which MCCC utilizes expected free cash flow generation to
reduce leverage to levels more reflective of the current rating
category.  Prior to the company's announcement, Fitch expected
that MCCC's leverage would approximate 6.0x by year-end 2010 (from
6.2x as of March 31, 2010 adjusted for the new credit facilities)
and improve to 5.7x by the end of 2011 while continuing to
generate positive free cash flow during this timeframe.

The transaction would be financed through borrowings under MCCC's
existing subsidiary credit facilities.  After giving effect to the
new credit facilities put in place by subsidiaries of MCCC in May,
MCCC has an aggregate of $734.5 million of revolving credit
commitments with no outstanding balance.  The company's available
borrowing capacity, net of $19.5 million of letters of credit
totals approximately $715 million.  The available borrowing
capacity together with approximately $132 million of cash (pro
forma as of March 31, 2010 after considering the new credit
facilities) provides MCCC with sufficient liquidity to fund the
transaction as currently contemplated and address the company's
ongoing liquidity requirements.

Fitch has placed these ratings on Rating Watch Negative:

Mediacom Communications Corporation

  -- IDR 'B+'.

Mediacom Broadband LLC

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

Mediacom LLC

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

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

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

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

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


MEDIACOM COMMUNICATIONS: Privatization Could Affect Moody's Rating
------------------------------------------------------------------
Moody's Investors Service said Mediacom Communications
Corporation's ratings could come under pressure if the proposed
transaction to go private as announced comes to fruition.

The last rating action for Mediacom was on April 15, 2010, when
Moody's assigned Ba3 ratings for new bank credit facilities of
subsidiaries Mediacom LLC and Mediacom Broadband, LLC.

Mediacom Communications Corporation, through its operating
subsidiaries, is a domestic cable multiple system operator serving
approximately 1.2 million basic video subscribers in a wide
variety of small- to mid-sized markets.  Mediacom generated
$1.47 billion in revenue over the twelve month period ended
3/31/10.  The company maintains its headquarters in Middletown,
New York.


MEDIACOM COMMUNICATIONS: S&P Gives Neg. Outlook; Keeps 'B+' Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its ratings
outlook on Middletown, N.Y.-based Mediacom Communications Corp. to
negative from stable.  S&P also revised the outlook on Mediacom's
subsidiaries, Mediacom Broadband Group and Mediacom Broadband LLC,
to negative from stable.

At the same time, S&P affirmed its ratings on the company,
including the 'B+' corporate credit rating.

The outlook revision is based on the $6 take private offer by
Mediacom Chairman, CEO, and founder Rocco Commisso and the
resulting increase in leverage to, S&P estimates, 6.8x from 6.3x
as of March 31, 2010.  This leverage leaves little room for Mr.
Commisso to increase his offer within the current rating level.
The $6 offer price represents a 12.5% premium to Friday's closing
stock price of $5.33.

"The ratings on Mediacom reflect an aggressive financial profile,
a mature core basic video services business with modest revenue
growth prospects, and below-industry-average high-speed data and
telephony penetration," said Standard & Poor's credit analyst
Naveen Sarma.  Other factors include competitive pressures on both
the video customer base from direct-to-home satellite TV providers
and HSD customers from telephone companies.  Partly tempering
these factors are the company's position as the still-dominant
provider of pay-TV services in its markets, expectations for
limited video competition from the local telephone operators, and
solid liquidity due to availability of substantial bank financing.
Mediacom, which services about 1.2 million basic video
subscribers, had $3.4 billion of debt as of March 31, 2010.


METRO-GOLDWIN-MAYER: The Hobbit Director Quits Amid Delay
---------------------------------------------------------
dailymail.co.uk reports that director Guillermo Del Toro has quit
the Hobbit films amid speculation about the future of film studio
Metro-Goldwin-Mayer, which is yet to approve for production to
commence.  The Hobbit is a two-part prequel to the Lord Of The
Rings trilogy.

Brooks Barnes at The New York Times' Media Decoder reported last
month that MGM's lenders agreed to let the studio skip interest
and principal payments until July 14, 2010.  MGM tried to sell
itself in March but received low bids.  According to The Wall
Street Journal, early in March MGM was readying a backup plan
should bids for its assets come in too low.  Sources told the
Journal MGM creditors are increasingly willing to assume control
over the studio.  The sources said that under that scenario, MGM
would likely pursue a "standalone" plan in which lenders would
convert their debt to equity.

MGM has hired investment bank Moelis & Company and the law firm
Skadden, Arps, Slate, Meagher & Flom.  In August 2009, it hired
the restructuring expert Stephen F. Cooper to help lead the
company.

                    About Metro-Goldwyn-Mayer

Metro-Goldwyn-Mayer, Inc., is an independent, privately held
motion picture, television, home video, and theatrical production
and Distribution Company.  The Company owns the world's largest
library of modern films, comprising approximately 4,000 titles,
and over 10,400 episodes of television programming.  An investor
consortium, comprised of Providence Equity Partners, TPG Capital,
Sony Corporation of America, Comcast Corporation, DLJ Merchant
Banking Partners and Quadrangle Group, owns MGM.


MICHAELS STORES: Reports $13 Million Net Income for May 1 Qtr
-------------------------------------------------------------
Michaels Stores, Inc., reported net income of $13 million for the
first quarter of fiscal 2010, a $9 million improvement from net
income of $4 million in the first quarter of fiscal 2009.  Total
sales for the quarter ended May 1, 2010, were $901 million, a 5.7%
increase from fiscal 2009 first quarter sales of $852 million.
Same-store sales for the comparable 13-week period increased 4.9%
of which 160 basis points were related to the positive impact of
foreign exchange rates.  First quarter operating income increased
$41 million to $105 million from $64 million in fiscal 2009.

John Menzer, Chief Executive Officer, said, "We were pleased with
the strengthening sales trends and the improvement of our
operations during the first quarter. A number of key categories
performed well during the first quarter, including Custom Framing,
Bakeware and Jewelry. Michaels continues to make significant
improvements in the customer shopping experience, particularly
with expanded classroom programs and in-store events. These
programs create excitement and drive increased store traffic.
Strong product offerings, increased classroom participation and a
strengthening retail environment all contributed to the increase
in our comparable store sales performance."

At May 1, 2010, the Company had total assets of $1.563 billion
against total liabilities of $4.319 billion, resulting in
stockholders' deficit of $2.756 billion.

Quarter end debt levels totaled $3.695 billion, down approximately
$262 million from the prior year. During the quarter, the Company
made a $118 million excess cash flow payment on its Senior Secured
Term Loan.  At the end of the first quarter fiscal 2010, the
Company had $79 million in cash and approximately $651 million of
availability under its revolving credit facility.  As of May 26,
2010, availability under the credit facility was approximately
$629 million.

A full-text copy of the Company's Form 10-Q report is available at
no charge at http://ResearchArchives.com/t/s?63d4

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?63d5

Irving, Texas-based Michaels Stores, Inc. is North America's
largest specialty retailer of arts, crafts, framing, floral, wall
d‚cor and seasonal merchandise for the hobbyist and do-it-yourself
home decorator.  As of May 26, 2010, the Company owns and operates
1,029 Michaels stores in 49 states and Canada, and 146 Aaron
Brothers stores.


MOMENTIVE PERFORMANCE: Promotes William Torrence to CFO
-------------------------------------------------------
Douglas A. Johns, general counsel and secretary of Momentive
Performance Materials Inc., said William Torrence has been
promoted to chief financial officer of the Company's Quartz
business.  Mr. Torrence resigned as the Company's principal
accounting officer.

The Company appointed Billie Jo Cuthbert to replace Mr. Torrence's
place effective May 10, 2010.  Mrs. Cuthbert served as Controller
of the Company's Silicones Americas business since the acquisition
of GE Advanced Materials by the Company and its affiliates on
December 4, 2006.  Prior to the acquisition, Mrs. Cuthbert served
as Controller of GE Advanced Materials' Silicones Americas
business from May, 2006, and as Controller, Corporate Healthcare &
Medical Programs, at General Electric Company from 1997 to 2006.

                     About Momentive Performance

Momentive Performance Materials, Inc., is a producer of silicones
and silicone derivatives, and is engaged in the development and
manufacture of products derived from quartz and specialty
ceramics.  As of Dec. 31, 2008, the Company had 25 production
sites located worldwide, which allows it to produce the majority
of its products locally in the Americas, Europe and Asia.
Momentive's customers include companies in industries, such as
Procter & Gamble, 3M, Goodyear, Unilever, Saint Gobain, Motorola,
L'Oreal, BASF, The Home Depot and Lowe's.

As of June 28, 2009, Momentive had $3.41 billion in total assets
on $3.96 billion in total liabilities, resulting in $551.8 billion
in stockholders' deficit.

The Troubled Company Reporter said September 28, 2009, that
Standard & Poor's Ratings Services placed all its ratings on
Momentive Performance Materials and its subsidiaries on
CreditWatch with positive implications, including the 'CCC-'
corporate credit rating on Momentive Performance Materials.  S&P
believes it is likely that the waiver, together with improving
operating performance, significantly reduces the likelihood of a
near-term covenant breach.  Quarterly EBITDA has been climbing
steadily since reaching a low of about $15 million (as calculated
for bank covenant purposes) in the first quarter of 2009.  It was
$64 million in the second quarter, and management expects it to be
between $84 million and $94 million in the third quarter.

According to the Troubled Company Reporter on May 21, 2010,
Moody's Investors Service changed the rating outlook for Momentive
Performance Materials Inc. to stable from negative reflecting the
substantial improvement in performance in the first quarter of
2010 and the expectation that profits will remain elevated.
Moody's also affirmed the company's other ratings (Corporate
Family Rating at Caa1) and updated the LGD point estimate for the
senior unsecured notes.


MOUNT VERNON: Put by Receiver in Chapter 11
-------------------------------------------
Mount Vernon Monetary Management Corp. was put into Chapter 11 on
May 27 by its federal court-appointed receiver (Bankr. S.D.N.Y.
Case No. 10-23053).

Mount Vernon is a provider of automated teller machines.

According to Bloomberg News, the receiver Allen D. Applbaum said
in a court filing said the Company had book assets of $179 million
and liabilities of $186 million on April.  The Chapter 11
petition, however, estimated that assets and debts as of the
bankruptcy filing only range $1,000,001 to $10,000,000.

Bloomberg relates that Mount Vernon President Robert Egan and
Chief Operating Officer Bernard McGarry were arrested and indicted
in early 2008 on charges of bank fraud and conspiracy to commit
bank fraud.  Mr. Applbaum was appointed receiver on April 12,
2008, four days after the arrest.

The receiver intends on using Chapter 11 to sell the businesses
and assets.

Liabilities include $60 million owing to customers that should
have been covered by cash deposits but weren't.  At the time of
the arrests, the Federal Bureau of Investigation seized
$19 million in currency.  The authorities told the receiver that
they intend to continue holding the cash and distribute the money
through a criminal forfeiture proceeding in the U.S. district
court.

Allen G. Kadish, Esq., at Greenberg Traurig, LLP, represents the
Debtor in its Chapter 11 effort.


MOVIE GALLERY: Plan Exclusivity Extended to July 31
---------------------------------------------------
Movie Gallery Inc. won a July 31 extension of the exclusive period
to propose a Chapter 11 plan and a September 30 extension of the
exclusive period to solicit acceptances of the plan.  Thus while
Movie Gallery is in the process of closing its last 1,028 movie-
rental stores, the Company it won't be facing competing Chapter 11
plans.  Great American Group Inc. won the auction on the right to
close the last stores with a guarantee of $74.2 million.

                        About Movie Gallery

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

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

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

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


NATIONAL ENERGY: Settles Derivative Suit over Asset Sale for $9MM
-----------------------------------------------------------------
Bankruptcy Law360 reports that National Energy Group Inc. has
agreed to fork out $9.15 million to settle a shareholder
derivative action over the company's November 2006 sale of its
noncontrolling 50 percent membership interest in NEG Holding LLC,
paving the way for NEGI to proceed with its planned liquidation.

NEGI announced Friday that it had struck a deal to resolve the
suit pending against it in the Delaware Chancery Court, Law360
says.

                      About National Energy

Bethesda, MD-based PG&E National Energy Group Inc. nka National
Energy & Gas Transmission Inc. -- http://www.pge.com/--
develops, builds, owns and operates electric generating and
natural gas pipeline facilities and provides energy trading,
marketing and risk-management services.  The Company and six of
its affiliates filed for Chapter 11 protection on July 8, 2003
(Bankr. D. Md. Case No. 03-30459).  When the Company filed for
protection from its creditors, it listed $7,613,000,000 in assets
and $9,062,000,000 in debts.  NEGT received bankruptcy court
approval of its reorganization plan in May 2004, and emerged from
bankruptcy on Oct. 29, 2004.

NEGT's affiliates -- NEGT Energy Trading Holdings Corp., NEGT
Energy Trading - Gas Corporation, NEGT ET Investments Corp., NEGT
Energy Trading - Power, L.P., Energy Services Ventures, Inc., and
Quantum Ventures -- filed their First Amended Plan and Disclosure
Statement on March 3, 2005, which was confirmed on Apr. 19, 2005.
Steven Wilamowsky, Esq., and Jessica S. Etra, Esq., at Willkie
Farr & Gallagher LLP represent the ET Debtors.

On Nov. 6, 2006, Judge Mannes entered a final decree closing
Quantum Ventures' Chapter 11 case with its estate having been
fully administered.


NEFF CORP: Gets Court OK to Hire Kurtzman Carson as Claims Agent
----------------------------------------------------------------
Neff Corp., et al., sought and obtained permission from the Hon.
Shelley C. Chapman of the U.S. Bankruptcy Court for the Southern
District of New York to employ Kurtzman Carson Consultants LLC as
notice and claims agent.

KCC will, among other things:

     (a) notify potential creditors of the filing of the
         Bankruptcy petitions and of the setting of the first
         meeting of creditors, pursuant to section 341(a) of the
         U.S. Bankruptcy Code, under the proper provisions of the
         Bankruptcy Code and the Bankruptcy Rules as determined by
         Debtors' counsel;

     (b) prepare and serve required notices in the Chapter 11
         Cases;

     (c) maintain an official copy of the Debtors' schedules of
         assets and liabilities and statement of financial
         affairs, listing the Debtors' known creditors and the
         amounts owed thereto; and

     (d) provide access to the public for examination of copies of
         the proofs of claim or proofs of interest filed in the
         Chapter 11 cases without charge during regular business
         hours (if necessary).

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/NEFF_CORP_kccservicespact.pdf

Albert H. 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.

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

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

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


NEFF CORP: U.S. Trustee Appoints Five Members to Creditors Panel
----------------------------------------------------------------
Diana G. Adams, the U.S. Trustee for Region 2, appoints five
members to the Official Committee of Unsecured Creditors in Neff
Corp., LLC., et al.'s Chapter 11 cases.

The Committee members include:

1. Footprints Asset Management
   c/o Steve Lococo
   11422 Miracle Hills Drive, Suite 208
   Omaha, NE 68154
   Phone: (402) 445-9333
   Fax: (402) 445-0526

2. Shirley L. Wong
   77 West Washington Street
   Suite 505
   Chicago, Illinois 60602
   Phone: (312) 977-1020

3. Richard D. Almandi
   5750 NE Island Cove Way #3405
   Stuart, FL 34996-4302
   Phone: (414) 322-5429

4. Allen Daniel Barnett
   4631 Lake Norrell Rd.
   Alexander, AR 72002
   Phone: (501) 227-3225

5. Law Debenture Trust Company of New York
   Attn: Michael A. Smith, Vice President
   400 Madison Avenue, Suite 4D
   New York, NY 10017
   Phone: (212) 750-6474

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.


NEOMEDIA TECHNOLOGIES: Earns $57.3 Million in Q1 2010
-----------------------------------------------------
NeoMedia Technologies, Inc., filed its quarterly report on Form
10-Q, reporting net income of $57.3 million on $355,000 of revenue
for the three months ended March 31, 2010, compared with a net
loss of $106.6 million on $490,000 of revenue for the same period
ended March 31, 2009.

The Company's balance sheet as of March 31, 2010, showed
$8.9 million in assets, $67.7 million of liabilities, and
$11.1 million of convertible preferred stock, for a stockholders'
deficit of $69.9 million.

As reported in the Troubled Company Reporter on April 1, 2010,
Kingery & Crous, P.A., in Tampa, Fla., expressed substantial
doubt about the Company's ability to continue as a going concern
after auditing the Company's financial statements for the year
ended December 31, 2009.  The independent auditors noted that the
Company has suffered recurring losses from operations and has
ongoing requirements for additional capital investment.

Net cash used by operations for the three months ended March 31,
2010, was $1.8 million.  At March 31, 2010, the Company has an
accumulated deficit of $222.2 million and a working capital
deficit of $67.0 million.

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

               http://researcharchives.com/t/s?63bb

Atlanta, Ga.-based NeoMedia Technologies, Inc., provides mobile
barcode scanning solutions.  The Company's technology allows
mobile devices with cameras to read 1D and 2D barcodes and provide
"one click" access to mobile content.


NEW YORK CHOCOLATE: Plant Set for Auction on June 30
----------------------------------------------------
Bill Rochelle at Bloomberg News reports that New York Chocolate &
Confections Co. which owns what had been the first chocolate
factory in the U.S. owned by Nestle USA Inc., is set to auction
its assets on June 30.

According to the report, the minimum bid for all the assets at
auction is $465,000, the debt owing on a secured loan owing to
Fulton County.  The county is entitled to bid its secured claim
rather than cash at the auction.  Bids are initially due June 28.
The hearing for approval of the sale will take place June 30 in
U.S. Bankruptcy Court in Syracuse, New York.

The Company, which owns a 39-acre plant in Fulton, New York,
hasn't produced chocolate in four years.  It is owned by a quasi-
governmental agency of the West African nation of the Ivory Coast.
The country is the world's leading producer of cocoa beans.

                      About New York Chocolate

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

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


NEXSTAR BROADCASTING: Posts $1.6 Mil. Net Loss for March 31 Qtr
---------------------------------------------------------------
Nexstar Broadcasting Group Inc. filed its quarterly report Form
10-Q, showing $1.6 million net loss on $68.6 million net revenue
for the three months ended March 31, 2010, compared with
$1.3 million net loss on $55.4 million net revenue for the same
period a year earlier.

The company's balance sheet showed $603.0 million total assets and
$782.6 million total liabilities, for a $179.6 million total
stockholders' deficit.

A full-text copy of the company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?6229

                  About Nexstar Broadcasting Group

Irving, Texas-based Nexstar Broadcasting Group Inc. currently
owns, operates, programs or provides sales and other services to
62 television stations in 34 markets in the states of Illinois,
Indiana, Maryland, Missouri, Montana, Texas, Pennsylvania,
Louisiana, Arkansas, Alabama, New York, Rhode Island, Utah and
Florida. N exstar's television station group includes affiliates
of NBC, CBS, ABC, FOX, MyNetworkTV and The CW and reaches
approximately 13 million viewers or approximately 11.5% of all
U.S. television households.

At March 31, 2010, the Company had total assets of $603,022,000
against total liabilities of $782,673,000, resulting in
stockholders' deficit of $179,651,000.

                           *     *     *

According to the Troubled Company Reporter on April 8, 2010,
Standard & Poor's Ratings Services affirmed its ratings on Nexstar
Broadcasting Group Inc., including the 'B-' corporate credit
rating.  The rating outlook is positive.


NEXTMEDIA GROUP: Can Sell Radio Station and Related Properties
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
NextMedia Group, Inc., et al., to sell their radio station and
related real and personal property free and clear of liens, claims
and encumbrances.

Greenwood Village, Colorado-based NextMedia Group, Inc., provides
out-of-home media services through radio broadcasting and outdoor
advertising.  The Debtors operate an aggregate of 36 AM and FM
radio stations in a total of seven rated and unrated small, mid-
size and suburban markets, including the Greenville-New Bern-
Jacksonville, North Carolina area; the Saginaw-Bay City-Midland,
Michigan area; Canton, Ohio; Myrtle Beach, South Carolina; San
Jose, California; suburban Chicago; and suburban Dallas.

NextMedia Group filed for Chapter 11 bankruptcy protection on
December 21, 2009 (Bankr. D. Delaware Case No. 09-14463).  The
Debtor's affiliates, NextMedia Investors LLC, et al., also filed
Chapter 11 bankruptcy petitions.  Paul N. Heath, Esq.; Michael J.
Merchant, Esq.; and Chun I. Jang, Esq., at Richards Layton &
Finger, assist the Debtors in their restructuring efforts.
NextMedia Group listed $50,000,001 to $100,000,000 in assets and
$100,000,001 to $500,000,000 in liabilities.


NEXTMEDIA GROUP: Emerges from Chapter 11 Bankruptcy Protection
--------------------------------------------------------------
NextMedia Group said it has emerged from Chapter 11 reorganization
with $135 million in new debt financing and a new $55 million
equity investment from new investors.  The Company said it is the
process of satisfying all financial obligations to vendors and
landlords in full, according to mediabuyerplanner.com

The Court-confirmed plan contemplates a restructuring and
reorganization of the Debtors.  The principal terms of the Plan
are:

   i) holders of the first lien debt and holders of the general
      unsecured claims will be paid in full;

  ii) holders of the second lien debt will receive 95% of the
      common equity in Reorganized NM Group, subject to dilution;

iii) second lien investors will receive 66.67% of the common
      equity in Reorganized NM Group in exchange for a $55 million
      equity investment, subject to dilution;

  iv) holders of equity interest in NM investors will receive 5%
      of the common equity in Reorganized NM Group, subject to
      dilution;

   v) NM investors will be dissolved and cease to exist as a legal
      entity.

The restructuring will be financed through the equity investment,
new debt financing of $127.5 million, cash on hand and any other
additional financing that may be necessary.

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

Greenwood Village, Colorado-based NextMedia Group, Inc., provides
out-of-home media services through radio broadcasting and outdoor
advertising.  The Debtors operate an aggregate of 36 AM and FM
radio stations in a total of seven rated and unrated small, mid-
size and suburban markets, including the Greenville-New Bern-
Jacksonville, North Carolina area; the Saginaw-Bay City-Midland,
Michigan area; Canton, Ohio; Myrtle Beach, South Carolina; San
Jose, California; suburban Chicago; and suburban Dallas.

NextMedia Group filed for Chapter 11 bankruptcy protection on
December 21, 2009 (Bankr. D. Delaware Case No. 09-14463).  The
Debtor's affiliates, NextMedia Investors LLC, et al., also filed
Chapter 11 bankruptcy petitions.  Paul N. Heath, Esq.; Michael J.
Merchant, Esq.; and Chun I. Jang, Esq., at Richards Layton &
Finger, assist the Debtors in their restructuring efforts.
NextMedia Group listed $50,000,001 to $100,000,000 in assets and
$100,000,001 to $500,000,000 in liabilities.


NORTH LAND INVESTMENTS: Sec. 341(a) Meeting Scheduled for June 17
-----------------------------------------------------------------
The U.S. Trustee for Region 13 will convene a meeting of Four
Seasons 66B Investments, Corp's creditors on June 17, 2010, at
10:00 a.m.  The meeting will be held at the US Courthouse, Room
2110A, 400 E. 9th Street, Kansas City, MO.

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

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

Blue Springs, Missouri-based Northland Investments Co., Inc.,
filed for Chapter 11 bankruptcy protection on May 19, 2010 (Bankr.
W.D. Mo. Case No. 10-42517).  Lisa A. Epps, Esq., at Spencer Fane
Britt & Browne LLP, assists the Company in its restructuring
effort.  The Company listed $10,000,001 to $50,000,000 in assets
and $1,000,001 to $10,000,000 in liabilities.


NOVADEL PHARMA: Posts $1.3 Million Net Loss in Q1 2010
------------------------------------------------------
NovaDel Pharma Inc. filed its quarterly report on Form 10-Q,
reporting a net loss of $1,292,000 on $129,000 of revenue for the
three months ended March 31, 2010, compared with a net loss of
$2,139,000 on $66,000 of revenue for the same period ended
March 31, 2009.

For the quarter ended March 31, 2010, the loss from operations was
$1,292,000 as compared to $2,018,000 for the quarter ended
March 31, 2009.  The decrease of $726,000 is attributable to
reductions in overall spending as the Company has reduced project
related activities, further reduced headcount and relocated its
office facilities.

The Company's balance sheet as of March 31, 2010, showed
$5,032,000 in assets and $9,831,000 of liabilities, for a
stockholders' deficit of $4,799,000.

On March 31, 2010, the Company announced that it entered into a
securities purchase agreement to raise roughly $1.5 million in
gross proceeds through the sale of roughly 9 million shares of its
common stock to selected institutional investors at a price of
$0.165 per share.  The investors received five year warrants to
purchase roughly 4.5 million shares of common stock at an exercise
price of $0.25 per share.  In addition, the investors received six
month warrants to purchase a roughly 3.0 million additional shares
of common stock at an exercise price of $0.25 per share.  The
shares and warrants were offered as a registered direct offering
under the Company's effective shelf registration statement
previously filed with the Securities and Exchange Commission.  The
Company recorded net proceeds of $551,000 and a note receivable of
$800,000 which cash proceeds were subsequently received on
April 15, 2010.

Steven B. Ratoff, Chairman and CEO said, "During the first quarter
2010, we continued to strengthen our balance sheet with a modest
capital raise.  In addition, we initiated our development of
Duromist(TM), our oral spray formulation of sildenafil citrate for
the treatment of erectile dysfunction.  We anticipate we will have
initial clinical results in the fourth quarter of this year.  We
also look forward to the commercialization by our licensees of
Nitromist(TM) and Zolpimist(TM) later this year."

As reported in the Troubled Company Reporter on April 6, 2010,
J.H. Cohn LLP, in Roseland, N.J., expressed substantial doubt
about the Company's ability to continue as a going concern after
auditing the Company's financial statements for the year ended
December 31, 2009.  The independent auditors noted that of the
Company's recurring losses from operations and negative cash flows
from operating activities.

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

               http://researcharchives.com/t/s?630d

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

               http://researcharchives.com/t/s?63c0

Bridgewater, N.J.-based NovaDel Pharma Inc. (OTC BB: NVDL)
-- http://www.novadel.com/-- is a specialty pharmaceutical
company developing oral spray formulations for a broad range of
marketed pharmaceuticals.


O&G LEASING: Schedules Filing Deadline Extended Until June 21
-------------------------------------------------------------
The Hon. Edward Ellington at the U.S. Bankruptcy Court for the
Southern District of Mississippi extended, at the behest of O&G
Leasing, LLC, et al., the deadline for the filing of schedules of
assets and liabilities and statement of financial affairs for an
additional 15 days, or until June 21, 2010.

The filing deadline was initially June 4, 2010, but the Debtors
said that despite diligent efforts to complete and file these
items in a timely fashion, the Debtors do not anticipate being
able to do so within that deadline.  Analysis and organizing of
the Debtors' financial affairs will require more time than 15 days
to accurately report and disclose.

Jackson, Mississippi-based O&G Leasing, LLC, filed for Chapter 11
bankruptcy protection on May 21, 2010 (Bankr. S.D. Miss. Case No.
10-01851).  Douglas C. Noble, Esq., at McCraney Montagnet & Quin,
PLLC, assists the Company in its restructuring effort.  The
Company listed $10,000,001 to $50,000,000 in assets and
$50,000,001 to $100,000,000 in liabilities.


O&G LEASING: Section 341(a) Meeting Scheduled for June 28
---------------------------------------------------------
The U.S. Trustee for Region 5 will convene a meeting of O&G
Leasing, LLC's creditors on June 28, 2010, at 1:30 p.m.  The
meeting will be held at 100 West Capitol Street, Suite 707, Dr. A.
H. McCoy Federal Building, Jackson, MS 39269.

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

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

Jackson, Mississippi-based O&G Leasing, LLC, filed for Chapter 11
bankruptcy protection on May 21, 2010 (Bankr. S.D. Miss. Case No.
10-01851).  Douglas C. Noble, Esq., at McCraney Montagnet & Quin,
PLLC, assists the Company in its restructuring effort.  The
Company listed $10,000,001 to $50,000,000 in assets and
$50,000,001 to $100,000,000 in liabilities.


OKCAL HOSPITALITY: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: OKCAL Hospitality, LLC
          aka Quality Inn
        20887 Kelvin Place
        Woodland Hills, CA 91367

Bankruptcy Case No.: 10-16524

Chapter 11 Petition Date: May 31, 2010

Court: U.S. Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge:  Maureen Tighe

Debtor's Counsel: Jerome Bennett Friedman, Esq.
                  1901 Avenue of the Stars, Suite 1700
                  Los Angeles, CA 90067-4409
                  Tel: (310) 552-8210
                  Fax: (310) 733-5442
                  E-mail: jfriedman@jbflawfirm.com

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

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

According to the schedules, the Company says that assets total
$5,145,000 while debts total $5,735,484.

A copy of the Company's list of 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/cacb10-16524.pdf

The petition was signed by Delshad Rahman, manager.


OLDE PRAIRIE: Section 341(a) Meeting Scheduled for June 24
----------------------------------------------------------
The U.S. Trustee for Region 11 will convene a meeting of Olde
Prairie Block Owner, LLC's creditors on June 24, 2010, at 1:30
p.m.  The meeting will be held at 219 South Dearborn, Office of
the U.S. Trustee, 8th Floor, Room 804, Chicago, Illinois 60604.

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

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

Chicago, Illinois-based Olde Prairie Block Owner, LLC, filed for
Chapter 11 bankruptcy protection on May 18, 2010 (Bankr. N.D. Ill.
Case No. 10-22668).  John E. Gierum, Esq., at Gierum & Mantas,
assists the Company in its restructuring effort.  The Company
listed $100,000,001 to $500,000,000 in assets and $10,000,001 to
$50,000,000 in liabilities.


OMNICOMM SYSTEMS: Posts $1.5 Million Net Loss in Q1 2010
--------------------------------------------------------
OmniComm Systems, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $1,520,114 on $2,697,363 of revenue for
the three months ended March 31, 2010, compared with net income of
$97,093 on $2,416,657 of revenue for the same period ended
March 31, 2009.

The Company's balance sheet as of March 31, 2010, showed
$4,795,280 in assets and $22,484,371 of liabilities, for a
stockholders' deficit of $17,689,091.

As reported in the Troubled Company Reporter on April 6, 2010,
Greenberg & Company LLC, in Springfield, N.J., expressed
substantial doubt about the Company's ability to continue as a
going concern after auditing the Company's financial statements
for the year ended December 31, 2009.  The independent auditors
noted that the Company has incurred losses and has a net capital
deficiency.

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

               http://researcharchives.com/t/s?63bf

Ft. Lauderdale, Fla.-based OmniComm Systems, Inc. (OTC: OMCM.OB) -
- http://www.OmniComm.com/-- provides customer-driven Internet
solutions to pharmaceutical, biotechnology, research and medical
device organizations that conduct life changing clinical trial
research.


OMNICOMM SYSTEMS: Appoints Stephen Johnson as President and COO
---------------------------------------------------------------
OmniComm Systems, Inc., announced Tuesday that Stephen Johnson has
been promoted to president and chief operating officer.  Mr.
Johnson, who was most recently OmniComm's chief operating officer
and executive vice president of business development, will
continue to oversee operations and business development, but will
take on additional executive responsibilities as well and will
continue to report to chief executive officer, Cornelis F. Wit.

OmniComm also announced that Kenneth Light has been promoted to
executive vice president of operations and that Beverly Hudson has
joined the Company as senior vice president of business
development.  Mr. Light was recently senior vice president of
professional services at OmniComm and Ms. Hudson was recently vice
president and general manager of Research Services Group of
Medpoint Communications, Inc.

                      About OmniComm Systems

Ft. Lauderdale, Fla.-based OmniComm Systems, Inc. (OTC: OMCM.OB) -
- http://www.OmniComm.com/-- provides customer-driven Internet
solutions to pharmaceutical, biotechnology, research and medical
device organizations that conduct life changing clinical trial
research.

The Company's balance sheet as of March 31, 2010, showed
$4,795,280 in assets and $22,484,371 of liabilities, for a
stockholders' deficit of $17,689,091.

                          *     *     *

As reported in the Troubled Company Reporter on April 6, 2010,
Greenberg & Company LLC, in Springfield, N.J., expressed
substantial doubt about the Company's ability to continue as a
going concern after auditing the Company's financial statements
for the year ended December 31, 2009.  The independent auditors
noted that the Company has incurred losses and has a net capital
deficiency.


ORLEANS HOMEBUILDERS: Faces Suit by NVR Over Jilted $170M Sale
--------------------------------------------------------------
NVR Inc. has sued Orleans Homebuilders Inc. to obtain as much as
$4.4 million in termination fees, saying the company reneged on a
$170 million sale in favor of pursuing a Chapter 11 reorganization
with senior lenders, according to Bankruptcy Law360.

Law360 says the adversary complaint, filed Friday in the U.S.
Bankruptcy Court for the District of Delaware, claims Orleans has
not effectively terminated the $170 million stalking horse
agreement.

                     About Orleans Homebuilders

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

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


OSCIENT PHARMACEUTICALS: Files First Amended Chapter 11 Plan
------------------------------------------------------------

BankruptcyData.com reports that Oscient Pharmaceuticals filed with
the U.S. Bankruptcy Court a First Amended Chapter 11 Plan of
Reorganization and related Disclosure Statement.

According to the Disclosure Statement, "The Debtors estimate that
the aggregate amount of unsecured, non-priority Claims against the
Oscient Estate is approximately $141 million (all of which is
unsecured) and that the aggregate amount of Claims against the
Guardian Estate is approximately $140.0 million (of which
$82.9 million is secured debtor owed to Paul Royalty and
$57.3 million is unsecured)."

                   About Oscient Pharmaceuticals

Based in Waltham, Massachusetts, Oscient Pharmaceuticals
Corporation -- http://www.antararx.com/and
http://www.factive.com/-- and its wholly owned subsidiary,
Guardian II Acquisition Corporation, sell two products, ANTARA
(fenofibrate) capsules, which is a cardiovascular product
indicated for the adjunct treatment of hypercholesterolemia (high
blood cholesterol) and hypertriglyceridemia (high triglycerides)
in combination with diet, and FACTIVE (gemifloxacin mesylate)
tablets, which is a fluoroquinolone antibiotic indicated for the
treatment of acute bacterial exacerbations of chronic bronchitis
and community-acquired pneumonia of mild to moderate severity.

As of December 31, 2008, the Debtors' audited consolidated
financial statements reflected total assets of $174.0 million and
total liabilities of $255.2 million.

Oscient Pharmaceuticals Corporation together with an affiliate
filed for Chapter 11 on July 13, 2009 (Bankr. D. Mass. Case No.
09-16576).  Judge Henry J. Boroff presides over the case.  Charles
A. Dale III, Esq., at K&L Gates LLP, represents the Debtors.  The
Debtors also hired Ropes & Gray LLP as special litigation counsel,
and Broadpoint Capital Inc. as financial advisor.


PAETEC HOLDING: CEO Chesonis Enters Trading Plan to Sell Stock
--------------------------------------------------------------
PAETEC Holding Corp. said Arunas A. Chesonis, the chairman,
president and chief executive officer, entered into a prearranged
trading plan with a broker-dealer to sell and otherwise transfer
by gift shares of PAETEC's common stock.

The trading plan entered into by Mr. Chesonis provides for his
sale of up to 2,000,000 shares of PAETEC common stock, and his
transfer by gift of up to 575,000 shares of PAETEC common stock,
during specified periods occurring between May 2010 and December
2011.  The trading plan will not reduce the ownership of PAETEC
shares by Mr. Chesonis below PAETEC's applicable stock ownership
guidelines for executive officers.  Any sales made pursuant to the
trading plan will be based on share amounts and other conditions
specified in the plan.

All stock transfers under the trading plan will be disclosed
publicly in accordance with applicable securities laws, rules and
regulations through appropriate filings with the U.S. Securities
and Exchange Commission.

                     About PAETEC Holding

PAETEC Holding Corp., through its subsidiaries, provides
integrated communications services, including local and long
distance voice, data, and broadband Internet access services,
primarily to business and institutional customers.  On February 8,
2008, PAETEC Holding completed its combination by merger with
McLeodUSA Incorporated, which became a wholly owned subsidiary of
PAETEC Holding upon completion of the merger.

Effective on June 1, 2009, the Company entered into a Second
Amendment and Waiver to its Credit Agreement with its lenders
which amends the Credit Agreement, dated as of February 28, 2007,
and amended as of June 27, 2007.  The Amendment grants the Company
the right, at its option and subject to specified conditions,
voluntarily to prepay term loans outstanding under its term loan
facilities at any time and from time to time during a period
beginning on the effective date of the Amendment and ending 18
months after such effective date.  The total cash payments to be
made by the Company in connection with such voluntary prepayments
may not exceed $100,000,000, excluding amounts applied to the
payment of accrued and unpaid interest and fees.

The Amendment also modifies some of the restrictive covenants in
the Credit Agreement primarily to permit the Company to issue
senior secured notes and to allow the Company and its subsidiaries
to incur indebtedness and related obligations under such notes if
specified conditions are satisfied.

                         *     *     *

As reported by the Troubled Company Reporter on June 18, 2009,
Standard & Poor's Ratings Services assigned PAETEC Holding's
proposed senior secured notes due 2017 an issue-level rating of
'B' (the same as the corporate credit rating) with a recovery
rating of '3', indicating expectations for meaningful (50%-70%)
recovery in the event of payment default.  At the same time, S&P
affirmed all other ratings on PAETEC, including the 'B' corporate
credit rating.  The outlook is stable.

Moody's Investors Service assigned a B1 rating to the senior
secured note issuance.  Moody's affirmed all other ratings,
including the SGL-1 liquidity rating.  The rating outlook remains
stable.


PAUL WALLACE: Section 341(a) Meeting Scheduled for June 30
----------------------------------------------------------
The U.S. Trustee for Region 2 will convene a meeting of Paul
Wallace's creditors on June 30, 2010, at 1:00 p.m.  The meeting
will be held at United States Bankruptcy Court, SDNY, 300
Quarropas Street, Room 243A, White Plains, NY 10601-5008.

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

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

Bedford Hills, New York-based Paul F. Wallace filed for Chapter 11
bankruptcy protection on May 20, 2010 (Bankr. S.D.N.Y. Case No.
10-22998).  Gerard DiConza, Esq., at DiConza Law, P.C., assists
the Company in its restructuring effort.  The Company estimated
its assets and debts at $10,000,001 to $50,000,000.


PEARVILLE LP: Court Okays Spencer Crain as Bankruptcy Counsel
-------------------------------------------------------------
Pearville, L.P., sought and obtained authorization from the Hon.
Karen K. Brown of the U.S. Bankruptcy Court for the Southern
District of Texas to employ Thomas H. Grace and the law firm of
Spencer Crain Cubbage Healy & McNamara pllc as bankruptcy counsel.

Spencer Crain will, among other things:

     a. prepare and pursue confirmation of a plan of
        reorganization and approval of a disclosure statement;

     b. prepare applications, motions, answers, proposed orders,
        other pleadings, notices, schedules and other documents,
        and review all financial and other reports to be filed;

     c. appear in Court to protect the interests of the Debtor
        before this Court; and

     d. represent the Debtor in connection with use of cash
        collateral and/or obtaining postpetition financing.

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

        Thomas H. Grace                 $450
        Meagan Martin                   $300
        Paralegals                      $130

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

Houston, Texas-based Pearville, L.P., filed for Chapter 11
bankruptcy protection on May 14, 2010 (Bankr. S.D. Texas Case No.
10-34074).  The Company listed $10,000,001 to $50,000,000 in
assets and $1,000,001 to $10,000,000 in liabilities.


PRIME GROUP: Ends Employment of VP Jeremy Zednick
-------------------------------------------------
Prime Group Realty Trust has ended the employment of Jeremy
Zednick, company's vice president -- corporate accounting and
principal accounting officer.  Paul G. Del Vecchio, the company's
Executive Vice President -- Capital Markets, will also serve as
chief accounting officer of the company.

                  About Prime Group Realty Trust

Based in Chicago, Illinois, Prime Group Realty Trust (NYSE:
PGEPRB) -- http://www.pgrt.com/-- is a fully-integrated, self-
administered, and self-managed real estate investment trust which
owns, manages, leases, develops, and redevelops office and
industrial real estate, primarily in metropolitan Chicago. The
Company currently owns 7 office properties containing an aggregate
of roughly 3.2 million net rentable square feet and a joint
venture interest in one office property comprised of roughly
101,000 net rentable square feet.  The Company leases and manages
roughly 3.2 million square feet comprising all of its wholly owned
properties.  In addition, the Company is the asset and development
manager for an roughly 1.1 million square foot office building
located at 1407 Broadway Avenue in New York.

                            *     *     *

As reported by the Troubled Company Reporter on December 15, 2009,
Prime Group Realty Trust said the Company's Board of Trustees has
determined not to declare a quarterly distribution on its Series B
Preferred Shares for the fourth quarter of 2009, and that the
Board is unable to determine when the Company might recommence
distributions on the Series B Preferred Shares.

According to the Troubled Company Reporter on March 3, 2010, Two
of Prime Group Realty Trust's subsidiaries, each of which own
separate portions of the Continental Towers Complex in Rolling
Meadows, Illinois, are in default under their first mortgage loans
encumbering the Complex. Continental Towers, L.L.C., a subsidiary
of the Company, is the owner of Tower I, Tower III and the
Commercium at the Continental Towers Complex.  The CT Property is
encumbered by a first mortgage loan from CWCapital LLC in the
principal amount of $73.6 million.


QUEPASA CORPORATION: Posts $2.7 Million Net Loss in Q1 2010
-----------------------------------------------------------
Quepasa Corporation filed its quarterly report on Form 10-Q,
reporting a net loss of $2,667,290 on $321,970 of revenue for the
three months ended March 31, 2010, compared with a net loss of
$2,553,800 on $69,159 of revenue for the same period ended
March 31, 2009.

The Company's balance sheet as of March 31, 2010, showed
$1,801,021 in assets and $6,531,480 of liabilities, for a
stockholders' deficit of $4,730,459.

As reported in the Troubled Company Reporter on March 9, 2010,
Salberg & Company, P.A., in Boca Raton, Florida, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that of the
Company's net loss and net cash used in operating activities in
2009 of $10.6 million and $3.9 million, respectively, and
stockholders' deficit and accumulated deficit of $3.9 million and
$159.3 million, respectively, at December 31, 2009.

"The Company's financial position and condition has deteriorated
from December 31, 2009, to March 31, 2010. and the Company does
not have sufficient cash to meets it needs for the next twelve
months.  There is no assurance that continued financing proceeds
will be obtained in sufficient amounts necessary to meet the
Company's needs.  In view of these matters, continuation as a
going concern is dependent upon the Company's ability to meet its
financing requirements, raise additional capital, and the future
success of its operations."

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

               http://researcharchives.com/t/s?63c7

West Palm Beach, Fla.-based Quepasa Corporation (OTC BB: QPSA)
through its Web site http://www.Quepasa.com/operates as an online
social community for young Hispanics.


R&G FINANCIAL: Court Extends Filing of Schedules by 30 Days
-----------------------------------------------------------
The Hon. Enrique S. Lamoutte Inclan of the U.S. Bankruptcy Court
for the District of Puerto Rico extended, at the behest of R&G
Financial Corp., the deadline for the filing of schedules of
assets and liabilities and statement of financial affairs by an
additional 30 days.

The Debtor is a former bank holding company whose principal asset
was its 100% interest in R-G Premier Bank of Puerto Rico (the
Bank).  On April 30, 2010 the Bank, along with two other Puerto
Rican banks, was closed by the Office of the Commissioner of
Financial Institutions of the Commonwealth of Puerto Rico (the
OCFI).  The OCFI's closure of the Bank and appointment of the FDIC
as receiver has temporarily barred the Debtor from accessing the
information and records that it will need to accurately prepare
its schedules and statement.  The information includes crucial
electronic records containing comprehensive lists of assets,
liabilities, and payments made prior to bankruptcy.  The
information also includes records of the named holders of the
Debtor's more than 51 million shares of outstanding common stock
and 8.5 million shares of outstanding preferred stock.  The Debtor
was suddenly divested of access to crucial recordkeeping systems,
it has not had a sufficient opportunity to record and evaluate all
of the business transactions that occurred shortly before and
after the closure of the Bank on April 30, 2010.

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


REGAL CINEMAS: Inks Amended Credit Agreement with Credit Suisse
---------------------------------------------------------------
Regal Cinemas Corporation entered into a sixth amended and
restated credit agreement, with Credit Suisse AG, Cayman Islands
Branch, as Administrative Agent and the lenders party thereto
which amends, restates and refinances the fifth amended and
restated credit agreement among Regal Cinemas, Credit Suisse,
Cayman Islands Branch, and the lenders party thereto.

The Amended Senior Credit Facility consists of a term loan
facility in an aggregate principal amount of $1,250.0 million with
a final maturity date in November 2016 and a revolving credit
facility in an aggregate principal amount of $85.0 million with a
final maturity date in May 2015.  The Term Facility amortizes in
equal quarterly installments in an aggregate annual amount equal
to 1.0% of the original principal amount of the Term Facility,
with the balance payable on the Term Facility maturity date.

Proceeds of the Term Facility were applied to refinance the term
loan under the Prior Senior Credit Facility, which had an
aggregate principal balance of approximately $1,262.1 million.  No
amounts have been drawn on the Revolving Facility.  The Amended
Senior Credit Facility also permits Regal Cinemas to borrow
additional term loans thereunder, subject to lenders providing
additional commitments of up to $200.0 million and satisfaction of
other conditions, as well as other term and revolving loans for
acquisitions and certain capital expenditures subject to lenders
providing additional commitments and satisfaction of other
conditions.

The obligations of Regal Cinemas are secured by, among other
things, a lien on substantially all of its tangible and intangible
personal property and certain owned real property.  The
obligations under the Amended Senior Credit Facility are also
guarantied by certain subsidiaries of Regal Cinemas and secured by
a lien on all or substantially all of such subsidiaries' personal
property and certain real property pursuant to that certain second
amended and restated guaranty and collateral agreement, dated as
of May 19, 2010, among Regal Cinemas Corporation, certain
subsidiaries of Regal Cinemas Corporation party thereto and Credit
Suisse AG, Cayman Islands Branch, as Administrative Agent.  The
obligations are further guaranteed by Regal Entertainment
Holdings, Inc., on a limited recourse basis, with such guaranty
being secured by a lien on the capital stock of Regal Cinemas, and
by REG on an unsecured basis.

Borrowings under the Amended Senior Credit Facility bear interest,
at Regal Cinemas' option, at either a base rate or an adjusted
LIBOR rate plus, in each case, an applicable margin that is
determined according to the consolidated leverage ratio of Regal
Cinemas and its subsidiaries.  Such applicable margin will be
either 2.5% or 2.75% in the case of base rate loans and either
3.5% or 3.75% in the case of LIBOR rate loans.  Interest is
payable (a) in the case of base rate loans, quarterly in arrears,
and (b) in the case of LIBOR rate loans, at the end of each
interest period, but in no event less often than every 3 months.

Regal Cinemas may prepay borrowings under the Amended Senior
Credit Facility, in whole or in part, in minimum amounts and
subject to other conditions set forth in the Amended Senior Credit
Facility.  Regal Cinemas is required to make mandatory prepayments
with:

   * 50% of excess cash flow in any fiscal year, with elimination
     based upon achievement and maintenance of a leverage ratio of
     3.75:1.00 or less;

   * 100% of the net cash proceeds of all asset sales or other
     dispositions of property by Regal Cinemas and its
     subsidiaries, subject to certain exceptions (including
     reinvestment rights);

   * 100% of the net cash proceeds of issuances of funded debt of
     Regal Cinemas and its subsidiaries, subject to exceptions;
     and

   * 50% of the net cash proceeds of issuances of equity
     securities by Regal Cinemas, including the net cash proceeds
     of capital contributions to Regal Cinemas, with elimination
     based upon achievement and maintenance of a leverage ratio of
     3.75:1.00 or less.

The Amended Senior Credit Facility includes several financial
covenants including:

   * maximum ratio of (i) the sum of funded debt (net of
     unencumbered cash) plus the product of eight (8) times lease
     expense to (ii) consolidated EBITDAR (as defined in the
     Amended Senior Credit Facility) of 6.00 to 1.0 throughout the
     term of the Amended Senior Credit Facility;

   * maximum ratio of funded debt (net of unencumbered cash) to
     consolidated EBITDA of 4.00 to 1.0 throughout the term of the
     Amended Senior Credit Facility;


   * minimum ratio of (i) consolidated EBITDAR to (ii) the sum of
     interest expense plus lease expense of 1.50 to 1.0 throughout
     the term of the Amended Senior Credit Facility; and

   * maximum capital expenditures not to exceed 35% of
     consolidated EBITDA for the prior fiscal year plus a one-year
     carryforward for unused amounts from the prior fiscal year.

The Amended Senior Credit Facility requires that Regal Cinemas and
its subsidiaries comply with covenants relating to customary
matters, including with respect to incurring indebtedness and
liens, making investments and acquisitions, effecting mergers and
asset sales, prepaying indebtedness, and paying dividends.  Among
other things, such limitations will restrict the ability of Regal
Cinemas to fund the operations of REG or any subsidiary of REG
that is not a subsidiary of Regal Cinemas, which guaranties the
Amended Senior Credit Facility.

The Amended Senior Credit Facility includes events of default
relating to customary matters, including, among other things,
nonpayment of principal, interest or other amounts; violation of
covenants; incorrectness of representations and warranties in any
material respect; cross default and cross acceleration with
respect to indebtedness in an aggregate principal amount of
$25.0 million or more; bankruptcy; judgments involving liability
of $25.0 million or more that are not paid; ERISA events; actual
or asserted invalidity of guarantees or security documents; and
change of control.

A full-text copy of the company's agreement is available for free
at http://ResearchArchives.com/t/s?63d8

                       About Regal Cinemas

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

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

Regal Cinemas also has an investment in National CineMedia, LLC,
which primarily concentrates its efforts on in-theatre advertising
and creating complementary business lines that leverage the
operating personnel, asset and customer bases of its theatrical
exhibition partners, which includes Regal Cinemas, AMC
Entertainment, Inc. and Cinemark, Inc.  National CineMedia
operates the largest digital in-theatre network in North America
and utilizes its in-theatre digital content network to distribute
pre-feature advertising, cinema and lobby advertising and
entertainment programming content.

                           *     *     *

According to the Troubled Company Reporter on May 11, 2010,
Fitch Ratings has assigned a 'B+/RR4' rating to Regal Cinemas
Corporation proposed $250 million note offering.  The new notes
will be issued out of the existing senior unsecured indenture
dated July 15, 2009.  Proceeds of the notes, together with
proceeds from the new senior secured credit facility (which is
expected to close concurrently with the note offering), are
expected to be used to repay the current senior secured credit
facility, repurchase the $52 million balance on Regal Cinemas
subordinated notes, pays fees related to the financing
transactions and for general corporate purposes, which may include
the repayment or repurchase of other indebtedness.  Regal Cinemas
is an indirectly wholly owned subsidiary of Regal Entertainment
Group (Regal).

Moody's Investors Service rated Regal Cinemas Corporation's
extended and amended $1.335 billion of bank credit facilities Ba3.
RCC's $250 million add-on senior unsecured note issue was rated
B2.  Ratings are unchanged from those applicable to existing rated
instruments.  RCC is a wholly-owned subsidiary of Regal
Entertainment Group, a publicly traded holding company.  Since,
when viewed over the horizon that includes the March 2011
retirement of Regal's convertible notes, the transaction is
neutral to the corporate family's aggregate debt balance and
credit profile, Regal's corporate family and probability of
default ratings remain unchanged at the B1 rating level.  As well,
the company already has an SGL-1 speculative grade liquidity
rating (indicating very good liquidity); while the transaction
bolsters liquidity, the SGL rating also remains unchanged.  The
rating outlook also remains unchanged at stable.

Standard & Poor's Ratings Services assigned the proposed
$1.335 billion senior secured credit facilities of Regal Cinemas
Corp., the operating subsidiary of Knoxville, Tenn.-based Regal
Entertainment Group, its issue-level rating of 'BB-' (one notch
higher than the 'B+' corporate credit rating on the company).  S&P
also assigned the facilities a recovery rating of '2', indicating
its expectation of substantial (70% to 90%) recovery for lenders
in the event of payment default.  The credit facilities consist of
a $1.25 billion term loan due 2016 and an $85 million revolving
credit facility due 2015.


RICHARD SECORD: Case Summary & 12 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Richard A. Secord
        3811 East Ames Lake Dr. NE
        Redmond, WA 98053

Bankruptcy Case No.: 10-16244

Chapter 11 Petition Date: May 29, 2010

Court: United States Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Karen A. Overstreet

Debtor's Counsel: Gayle E. Bush, Esq.
                  Bush Strout & Kornfeld
                  601 Union St Ste 5000
                  Seattle, WA 98101
                  Tel: (206) 292-2110
                  E-mail: gbush@bskd.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 12 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/wawb10-16244.pdf

The petition was signed by Richard A. Secord.


RIGGING & WELDING: Wants to Hire J Craig as Lead Counsel
--------------------------------------------------------
Rigging & Welding Specialists, Inc., has sought permission from
the U.S. Bankruptcy Court for the Southern District of Texas to
employ J. Craig Cowgill & Associates, P.C., as lead counsel.

J. Craig will:

     a. give Debtor legal advice with respect to the bankruptcy
        proceeding;

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

     c. perform all other legal services for the Debtor as debtor-
        in-possession which may be necessary in the bankruptcy
        proceeding.

J. Craig will be paid based on the hourly rates of its personnel:

        J. Craig Cowgill, Attorney in Charge             $450
        Associate Attorney                               $350
        Paralegal/Law Clerk                           $95-$125

J. Craig Cowgill, an attorney at J. Craig, assures the Court that
the firm is "disinterested" as that term is defined in Section
101(14) of the Bankruptcy Code.

Baytown, Texas-based Rigging & Welding Specialists, Inc., filed
for Chapter 11 bankruptcy protection on May 12, 2010 (Bankr. S.D.
Case No. 10-34012).  The Company listed $15,853,284 in assets and
$17,547,127 in debts.


R&G FINANCIAL: Taps Patton Boggs as Bankruptcy Counsel
------------------------------------------------------
R&G Financial Corporation has asked for permission from the U.S.
Bankruptcy Court for the District of Puerto Rico to employ Patton
Boggs LLP as bankruptcy counsel.

Patton Boggs will, among other things:

     a. prepare applications, motions, complaints, answers,
        orders, reports, and other legal papers;

     b. appear in Court to protect the interests of the Debtor
        before the Court;

     c. attend meetings as requested by the Debtor; and

     d. prepare a plan of reorganization and all related
        documents.

Brent R. McIlwain, a partner at Patton Boggs, says that will be
paid based on the hourly rates of its personnel:

        Robert W. Jones, Partner               $700
        Brent R. McIlwain, Partner             $550
        Brian Smith, Associate                 $315
        Junior Associate                       $315
        Senior Partner                         $700

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

San Juan, Puerto Rico-based R&G Financial Corporation filed for
Chapter 11 bankruptcy protection on May 14, 2010 (Bankr. D. P.R.
Case No. 10-04124).  The Company listed $40,213,356 in assets and
$420,687,694 in debts.


ROTHSTEIN ROSENFELDT: Ex-Bodyguard Pleads Guilty to Trashing Docs
-----------------------------------------------------------------
Jacqueline Palank at Dow Jones' Daily Bankruptcy Review, citing
the Miami Herald, says Enrique Ros, Scott Rothstein's former
bodyguard, on Wednesday pleaded guilty to conspiring to shred
financial documents at Mr. Rothstein's request.  The report says
Mr. Ros, along with two others -- including a man with alleged
ties to the Mafia -- agreed to share in $79,000 of alleged Ponzi
scheme proceeds in exchange for trashing the records of
Rothstein's fraud.  Despite receiving payment, the defendants
never actually did so.  Federal prosecutors discovered their
involvement after Mr. Rothstein recorded phone calls and meetings
with the defendants last fall.  According to the report, a federal
judge in August will sentence Mr. Ros on one charge of obstruction
of justice.  He had previously faced additional charges, such as
money-laundering conspiracy, but prosecutors dropped those in a
plea agreement.  Mr. Ros faces about a year behind bars.

Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler
PA, has been suspected of running a $1.2 billion Ponzi scheme.
U.S. authorities claimed in a civil forfeiture lawsuit filed
November 9, 2009, that Mr. Rothstein, the firm's former chief
executive officer, sold investments in non-existent legal
settlements.  Mr. Rothstein pleaded guilty to five counts of
conspiracy and wire fraud on January 27, 2010.

Creditors of Rothstein Rosenfeldt Adler signed a petition sending
the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No.
09-34791).  The petitioners include Bonnie Barnett, who says she
lost $500,000 in legal settlement investments; Aran Development,
Inc., which said it lost $345,000 in investments; and trade
creditor Universal Legal, identified as a recruitment firm, which
said it is owed $7,800.  The creditors alleged being owed money
invested in lawsuit settlements.

Herbert M. Stettin, the state-court appointed receiver for
Rothstein Rosenfeldt, was officially carried over as the
Chapter 11 trustee in the involuntary bankruptcy case.


RPM INTERNATIONAL: Moody's Affirms 'Ba1' Subordinate Shelf Rating
-----------------------------------------------------------------
Moody's Investors Service affirms RPM International Inc.'s Baa3
ratings after RPM announced plans to resolve the asbestos
litigation involving subsidiaries Specialty Products Holding Corp.
and Bondex International Inc. via the establishment of a 524(g)
bankruptcy trust.  Moody's affirmation of RPM's ratings, despite
the vagaries of litigation and the uncertainty surrounding court
rulings, assumes that the filing will result in the cessation of
all current asbestos liability claims and that RPM's ultimate net
exposure will be no worse than the current long lived efforts at
resolving claims in state courts.  Moody's estimates that final
resolution will not take place for 3-4 years.  The initial credit
implications prior to a final settlement are modestly positive in
terms of cash flow and the deconsolidation of the asbestos balance
sheet reserve, which resides on Bondex's balance sheet.  Moody's
expects the filing will have no near term impact on current credit
facilities and public debt.

Approval of the plan will require agreement by at least 75% of,
yet to be determined, claimants and by the US courts.  The plans
for a Trust are set up via a chapter 11 filing for SPHC/Bondex and
the ultimate establishment of a Trust possibly funded with a
combination of cash, equity, and notes.  The assets of SPHC/Bondex
include the stock of discrete operating companies.  RPM has
disclosed that the combined revenues and pre-tax income of these
entities, for the 2009 fiscal year, were about $330 million and
$20 million respectively, representing less than 10% of revenues
and 11% of consolidated pre-tax income.  The final plan, when
approved, aims at achieving a permanent injunction limiting
asbestos litigation to SPHC/Bondex thus capping RPM's total
asbestos exposure and ending the administration and legal efforts
related to this matter.  Generally, Moody's considers a resolution
of asbestos-related claims which places an effective cap on
asbestos cost as positive as long as the additional cost in terms
of cash flow and assets lost can be absorbed with Baa3 credit
metrics and indirect effects on RPM's remaining business are
considered immaterial.

Moody's has identified RPM's asbestos exposure in its research on
the company and factored potential cost and resolution scenarios
into its rating analysis.  In an Issuer Comment in July 2008,
Moody's said: "RPM recently increased its asbestos reserve
position by $288 million to $560 million (at February 28, 2010,
the reserve was $430 million on an undiscounted basis)
representing an extension of the reserve life from a current 10
year life to a 20 year life ending in 2028.  Given the expected
declining nature of the reserve, combined with RPM's steady
business profile, Moody's believes that the current Baa3 rating
and stable outlook incorporate the magnitude and scope of the
asbestos issue as it is estimated at this time.  The reserves are
expected to be drawn down as expenditures are made for indemnity
and defense costs in coming years, and adjusted when necessary.
Moody's expects the annual draw down of this reserve will be
higher in its earlier years and the annual impact will begin to
materially decline over time."

In fiscal 2010 Moody's estimates, RPM has paid $75 million
($49 million after tax) for asbestos settlements and legal
defense.  These payments will be stayed while the plan is
negotiated and approved.  If the plan is finalized RPM would
effectively be able to replace these cash payments and the
distractions and uncertainties of the legal proceedings with the
contribution to a yet to be defined trust fund to be finalized
presumably several years from now.  Moody's believes that this
amount could be materially less than RPM's current estimated
reserves given the possibility of different estimates used to
measure the asbestos claims liability in bankruptcy.  Additionally
Moody's believes management is committed to achieving and
maintaining an efficient balance sheet, consistent with a Baa3
rating.

The company's credit profile continues to benefit from a diverse
portfolio of products that supply various consumer and industrial
end-markets.  Furthermore, RPM has many well-known brand names
including Rust-Oleum, Bondo, Zinsser, and DAP.  Most of RPM's
products are specialty coatings and sealants with applications in
corrosion control, waterproofing, sealing, flooring and roofing.
The ratings affirmation reflects Moody's continued belief that RPM
will meet the retained cash flow to total adjusted debt ratio of
at least 20%, on a sustained basis.

Ratings affirmed:

RPM International Inc.

* Senior unsecured notes -- Baa3
* Senior unsecured shelf -- (P)Baa3
* Subordinate shelf -- (P)Ba1

RPM United Kingdom G.P

* Guaranteed senior unsecured notes -- Baa3

The Baa3 rating reflects Moody's expectation that RPM will not
pursue large debt financed acquisitions and instead continue its
historic focus on bolt-on acquisitions and joint ventures to
augment organic growth.  Additionally, RPM's rating is tempered by
an elevated dividend and the expectation that management will
continue to raise the dividend as earnings increase.

RPM's renewal of its accounts receivable facility for three years
and the amendment to its $400 million revolver due December 2011
relaxing the covenants are, on the margin, credit positives.  The
altered covenant definitions plus the addition of a new fixed
charge ratio covenant serve to both relax and in some ways provide
the potential for future discipline on capex and dividend cash
flows which form a portion of the denominator of the covenant.
This ratio, which is required to be 1.00 to 1.00, may exhibit some
possible tightness, if the economy were to weaken, during fiscal
2010 and 2011.  Any tightness, however, could be remedied with
discipline in capex and dividend policies along with the benefit
of cost cutting initiatives which should bolster EBITDA.

RPM's stable outlook reflects the expected cessation of asbestos
payments combined with the uncertainty over the negotiated size of
the Trust's assets, as a function of the size of the liability,
and timing of their placement in the Trust.  Further reflected in
the stable outlook is the generation of stable cash flows along
with management's record of maintaining a relatively conservative
financial profile.  If the ratio of retained cash flow to total
adjusted debt were to drop to below 20%, on a sustained basis, or
if a large debt financed acquisition or share repurchase program
were to cause this ratio to decline to below 20%, a review or
lower ratings may be triggered.  If management becomes more
aggressive with its dividend policy, significantly increases its
share repurchases, or takes other actions that are likely to
materially weaken credit metrics, Moody's could reassess the
appropriateness of the company's Baa3 ratings.

Moody's most recent announcement concerning the ratings for RPM
was on October 6, 2009, when Moody's assigned a Baa3 rating on
RPM's senior unsecured notes.

RPM International Inc., headquartered in Medina, Ohio, is a
holding company, whose subsidiaries are manufacturers of specialty
coating and other products for both industrial/professional and
retail do-it-yourself markets.  Sales on an LTM basis ending
February 28, 2010 were $3.3 billion.


RUSTICK LLC: Court Extends Filing of Schedules until June 13
------------------------------------------------------------
The Hon. Thomas P. Agresti of the U.S. Bankruptcy Court for the
Western District of Pennsylvania extended, at the behest of
Rustick, LLC, the deadline for the filing of schedules of assets
and liabilities and statement of financial affairs for an
additional 30 days, or until June 13, 2010.

Given that the Debtor has more than 50 creditors, and the fact
that certain prepetition invoices have not yet been received or
entered into Debtor's financial accounting systems, the Debtor has
begun, but has not yet finished, compiling the information that
will be required in order to complete the schedules and the
statement.  The Debtor has limited management staff available to
compile the information needed for the schedules and the
statement.  Due to the numerous critical operational matters that
the Debtor's accounting and legal personnel must address in the
early days of this case, the Debtor anticipates that it won't be
able to complete its schedules and statement in the time required
under Federal Rule of Bankruptcy Procedure 1007(c).

Kane, Pennsylvania-based Rustick, LLC, filed for Chapter 11
bankruptcy protection on May 13, 2010 (Bankr. W.D. Pa. Case No.
10-10902).  Lawrence C. Bolla, Esq., at Quinn Buseck Leemhuis
Toohey & Kroto Inc, assists the Company in its restructuring
effort.  The Company listed $1,000,001 to $10,000,000 in assets
and $50,000,001 to $100,000,000 in liabilities.


RUSTICK LLC: Taps Dilworth Paxson as Bankruptcy Counsel
-------------------------------------------------------
Rustick, LLC, has asked for authorization from the U.S. Bankruptcy
Court for the Western District of Pennsylvania to employ Dilworth
Paxson LLP as bankruptcy counsel.

Dilworth Paxon will, among other things:

     a. prepare applications, pleadings, briefs, memoranda and
        other documents and reports as may be required;

     b. represent the Debtor at all hearings and adversary
        proceedings;

     c. represent the Debtor in its dealings with the estate's
        creditors and other parties-in-interest; and

     d. prepare a Plan and Disclosure Statement, as well as
        appropriate motions relating to the Debtor's liquidating
        plan and proposed auction sale.

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

        Partners                         $350-$725
        Associates                       $225-$350
        Paralegals                       $130-$150

James J. Rodgers, a partner at Dilworth Paxson, assures the Court
that the firm is "disinterested" as that term is defined in
Section 101(14) of the Bankruptcy Code.

Kane, Pennsylvania-based Rustick, LLC, filed for Chapter 11
bankruptcy protection on May 13, 2010 (Bankr. W.D. Pa. Case No.
10-10902).  The Company listed $1,000,001 to $10,000,000 in assets
and $50,000,001 to $100,000,000 in liabilities.


RUSTICK LLC: Wants to Hire Quinn Law as Local & Conflicts Counsel
-----------------------------------------------------------------
Rustick, LLC, has sought permission from the U.S. Bankruptcy Court
for the Western District of Pennsylvania to employ Quinn Law Firm
as local and conflicts counsel.

The Debtor says, "Because the Debtor's proposed lead counsel,
Dilworth Paxson LLP, is located in Philadelphia and has certain
conflicts arising from its prior representation of Merrill
Lynch Portfolio Management, Inc., and Bank of America in
connection with matters relating to the Debtor, the Debtor deems
it necessary that it be represented by local and conflicts counsel
in these proceedings."

Quinn Law will:

     a. give the Debtor legal advice with respect to matters
        involving Merrill Lynch and Bank of America;

     b. give the Debtor legal advice with respect to the local
        rules and practices of this Court; and

     c. perform other legal services for the Debtor which may be
        necessary, and which are not duplicative of the services
        provided to the Debtor by Dilworth.

Lawrence C. Bolla, Esq., a member at Quinn Law, says that the firm
will be paid based on the hourly rates of its personnel:

        Lawyers                         $160-$325
        Paraprofessionals                 $65-$80

Kane, Pennsylvania-based Rustick, LLC, filed for Chapter 11
bankruptcy protection on May 13, 2010 (Bankr. W.D. Pa. Case No.
10-10902).  The Company listed $1,000,001 to $10,000,000 in assets
and $50,000,001 to $100,000,000 in liabilities.


SANTA CLARA: Promises to Fully Pay All East West Bank Debts
-----------------------------------------------------------
Santa Clara Square, LLC, filed with the U.S. Bankruptcy Court for
the Northern District of California amended Disclosure Statement
explaining the proposed Plan of Reorganization.

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

According to the Disclosure Statement, the Plan provides that all
allowed arrearages owing to East West Bank will be paid in full on
the effective date, in cash from the Essex Loan or shareholder
fund.

In addition, the Plan provides for the payment of monthly interest
payments to East West Bank for the duration of the term of the
Plan.  These payments will be made from net profits, the interest
reserve account, the shareholder funds, the Essex Loan, or funds
provided by members of Debtor.

As reported in the Troubled Company Reporter on April 27, 2010,
the Plan provides for a five year Plan term.

Under the Plan, the Debtor will develop the property during the
Term of the Plan.  The development will be a mixed used
residential and commercial project conducted in coordination with
Essex.

The Plan also provides that the claim of East West Bank may be
satisfied from the sale of the property at any time, subject to
any rights of Essex under the Loan Agreement.

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

                     About Santa Clara Square

Los Altos, California-based Santa Clara Square, LLC, filed for
Chapter 11 bankruptcy protection on December 21, 2009 (Bankr. N.D.
Calif. Case No. 09-61196).  Lawrence A. Jacobson, Esq., at the Law
Offices of Cohen and Jacobson, assists the Company in its
restructuring efforts.  The Company listed $10,000,001 to
$50,000,000 in assets and $10,000,001 to $50,000,000 in
liabilities.


SECURELALERT INC: Posts $3.5 Million Net Loss in Q2 Ended March 31
------------------------------------------------------------------
SecureAlert, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $3,505,433 on $3,006,288 of revenue for
the three months ended March 31, 2010, compared with a net loss of
$4,070,991 on $3,047,714 of revenue for the same period ended
March 31, 2009.

The Company's balance sheet as of March 31, 2010, showed
$13,210,763 in assets, $9,367,296 of liabilities, and $3,843,467
of stockholders' equity.

The Company incurred a net loss of $9,030,636 for the six months
ended March 31, 2010, and a loss from operations of $5,711,214.
In addition, the Company had an accumulated deficit of
$214,034,050 as of March 31, 2010.  The Company believes these
factors raise 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?63c1

Headquartered in Sandy, Utah, SecureAlert, Inc. (formerly
RemoteMDx, Inc.) (OTC BB: RMDX) -- http://www.securealert.com/--
and subsidiaries market and deploy offender management programs,
combining patented GPS tracking technologies, fulltime 24/7/365
intervention-based monitoring capabilities and case management
services.

                          *     *     *

As reported in the Troubled Company Reporter on January 18, 2010,
Hansen, Barnett & Maxwell, P.C., in Salt Lake City, expressed
substantial doubt about RemoteMDx, Inc., and subsidiaries' ability
to continue as a going concern after auditing the Company's
consolidated financial statements as of and for the years ended
September 30, 2009, and 2008.  The independent public accounting
firm reported that the Company has incurred losses and has an
accumulated deficit.


SES SOLAR: Posts $457,670 Net Loss in Q1 2010
---------------------------------------------
SES Solar Inc. filed its quarterly report on Form 10-Q, reporting
a net loss of $457,670 on zero revenue for the three months ended
March 31, 2010, compared with a net loss of $626,377 on $1,022,416
of revenue for the same period ended March 31, 2009.

The Company's balance sheet as of March 31, 2010, showed
$20,217,420 in assets, $18,643,976 of liabilities, and $1,573,444
of stockholders' equity.

The Company has experienced losses from operations and anticipates
incurring losses in the near future.  The Company incurred a net
loss of $457,670, generated a positive cash flow from operations
of $2,550,194, and had a working capital deficiency of $16,339,591
as of March 31, 2010.  "These matters raise 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?63c8

Based in Geneva, Switzerland, SES Solar Inc. is a Delaware
corporation engaged in the business of designing, engineering,
producing and installing solar panels or modules and solar tiles
for generating electricity.  The Company conducts its operations
through two wholly owned subsidiaries, SES Prod. S.A. and SES
Societe d'Energie Solaire S.A.  The Company's shares are quoted
on the OTC Bulletin Board under the symbol "SESI.OB".

                          *     *     *

As reported in the Troubled Company Reporter on April 21, 2010,
BDO Ltd., in Zurich, Switzerland, 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.


SPECIALTY PRODUCTS: Files for Bankruptcy to Resolve Asbestos Suits
------------------------------------------------------------------
Reuters reports that Specialty Products Corp. and Bondex
International Inc., subsidiaries of RPM International Inc., filed
for Chapter 11 bankruptcy (Bankr. D. Del. Case No. 10-11780) to
resolve thousands of asbestos-related lawsuits.  The Company
listed both assets and debts of between $100 million and $500
million.

According to Reuters, the RPM entities entered into bankruptcy
without a negotiated plan or outline of a settlement for
claimants.

Specialty Products noted that it had a commitment for $40 million
from Wells Fargo Capital Finance to fund its bankruptcy.

Specialty Products Corp. and Bondex International Inc.,
subsidiaries of RPM International Inc. -- http://www.rpminc.com/
-- which makes industrial coatings and sealants for waterproofing
and general maintenance, and corrosion control.


SPHERIS INC: U.S. Trustee Wants Disclosure of Sale Price
--------------------------------------------------------
The U.S. Trustee is opposing Spheris Inc.'s decision to make a
secret of the price it's willing to accept for selling a
$17.5 million subordinated note received from purchasers who
bought the business in April for $98.83 million.  The U.S. Trustee
said that creditors and parties-in-interest cannot evaluate the
propriety of the proposed sale if they do not have knowledge of
the purchase price.  A hearing is scheduled on June 8 to consider
the U.S. Trustee's objection.

According to the report, Spheris, now formally named SP Wind Down
Inc., is proposing to sell the subordinated note to Riva Ridge
Master Fund Ltd.  The five-year note starts off paying interest at
8%, rising to 12.5%.  The purchasers of the assets have the right
to prepay the note within six months for 77.5% of outstanding
principal.  The official creditors' committee supports the sale to
Riva Ridge.

                        About Spheris Inc.

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: Has OK to Hire Campbell as Litigation Counsel
--------------------------------------------------------------
Station Casinos, Inc., received the Court's authority to employ
Campbell & Williams as special litigation counsel for SCI and its
wholly owned subsidiary Chapter 11 debtor GV Ranch Station, Inc.,
in connection with litigation commenced by Timothy Wright and GCR
Gaming, LLC, nunc pro tunc to January 28, 2010.

GVR has filed a motion seeking an order for the joint
administration of its Chapter 11 case with the Chapter 11 cases of
Station Casinos and its affiliates and the adoption of various
motions in the Station Casinos Case.  On January 7, 2010, a former
employee of SCI, Timothy Wright, commenced an arbitration
proceeding against SCI in which he alleged breach by SCI of his
employment agreement.  GCR Gaming, LLC, filed a Motion to Dismiss
the GVR case or, in the alternative, seeking relief from the
automatic stay.  In conjunction with the GCR Motion, GCR Gaming,
LLC served written discovery requests and noticed numerous
depositions between March 16, 2010, and April 19, 2010, the
hearing date on the GCR Motion.

Paul S. Aronzon, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in
Los Angeles, California, relates that given the voluminous amount
of discovery that will be occurring in a condensed period of time,
it is necessary and desirable for the GV Ranch to employ special
litigation counsel located in Las Vegas to assist Milbank, Tweed,
Hadley & McCloy LLP with these matters.

Mr. Aronzon avers that Campbell & Williams has been selected as
Special Litigation Counsel for SCI and GVR based upon its
substantial litigation experience in the District of Nevada.

Campbell & Williams will act as local, special litigation counsel
for SCI and GVR in matters involving Timothy Wright and GCR
Gaming, LLC, including the taking and defending of depositions,
providing assistance to Milbank in the drafting of court filings,
and related matters.

Campbell & Williams has entered into a retainer agreement with
SCI, which contains further terms of the proposed employment.

Campbell & Williams will bill SCI and GVR based upon hourly rates,
which currently range from $650 per hour for partners to $75 per
hour for paralegals.  In addition, Campbell & Williams will seek
reimbursement for expenses incurred in representation of SCI and
GVR.

J. Colby Williams, Esq., a partner at Campbell & Williams, tells
the Court that his Firm has not shared or agreed to share
compensation with any entity except among the partners and members
of the Firm.

Mr. Williams also assures the Court that neither the Firm, nor any
partner in the Firm, has an interest materially adverse to the
interest of the estate or any class of creditors and equity
security holders in the matters on which it is to be retained, by
reason of any direct or indirect relationship to, connection with,
or interest in, the Debtor or an investment banker for any
security of the Debtor, or for any other reason.

Moreover, Mr. Williams avers, neither the Firm nor any of its
partner represent any interest adverse to that of the Debtor or of
the estate in the matters on which it is to be retained.

                     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)


SUMMIT HOTEL: Inks Amended Loan Agreement with First Nat'l Bank
---------------------------------------------------------------
Summit Hotel Properties LLC entered into a First Amendment of
First Amended and Restated Loan Agreement related to its credit
pool line of credit with First National Bank of Omaha.

The Credit Pool is for the purpose of providing interim financing
for existing, newly acquired and constructed hotels.  Each loan
from the Credit Pool is classified as either a Pool One loan or a
Pool Two loan.  Loans from Pool One pay interest only for a
maximum of two years.  Loans from Pool Two are for a term of five
years, and principal and interest payments are based upon a
twenty-year amortization schedule.

The interest rate for Pool One loans is 90-day LIBOR plus 4.0%,
with a floor of 5.50%; the interest rate for Pool Two loans is 90-
day LIBOR plus 4.0%, with a floor of 5.25%.  The Credit Pool
carries a covenant that the Company may not exceed an aggregate of
$450 million outstanding debt without the prior approval of the
lender.

The company said it is further required to maintain a minimum
aggregate debt service coverage ratio of 1.50 to 1.00.  The First
Amendment of First Amended and Restated Loan Agreement eliminates
the lender's obligation to enter into any additional Pool One or
Pool Two loans.

A full-text copy of the Company's loan agreement is available for
free at http://ResearchArchives.com/t/s?63cf

                        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.


TENNECO INC: Fitch Rates Amended and Extended Loans at 'BB+/RR1'
----------------------------------------------------------------
Fitch Ratings expects to rate Tenneco Inc.'s amended and extended
$550 million revolver and $150 million term loan 'BB+/RR1'.  TEN's
ratings are:

  -- Issuer Default Rating 'B+';

  -- New senior secured revolving credit facility 'BB+/RR1';

  -- New senior secured term loan 'BB+/RR1'';

  -- Existing senior secured term loan 'BB+/RR1';

  -- Senior secured tranche B-1 letter of credit/revolving loan
     facility 'BB+/RR1';

  -- Senior secured second lien notes'BB/RR2';

  -- Senior unsecured notes 'B-/RR6';

  -- Subordinated notes 'B-/RR6'.

The Rating Outlook remains Positive.  Approximately $1.3 billion
of debt outstanding is covered by these ratings.  Fitch will
withdraw the rating on the existing senior secured term loan once
it is repaid.

The ratings are supported by improvements in the credit profile
including the proposed extension of maturities for the revolver
and term loan, Fitch's expectations for additional deleveraging in
2010 and an improved global automotive environment.  The rating is
also driven by the strong liquidity position and the outlook for
significant revenue growth.  This is due to expectations for
higher light vehicle production globally and new opportunities for
sales to commercial vehicles, which TEN has forecasted will be a
significant addition to original equipment revenues going forward.
Furthermore, during the challenges in 2009 the company took
restructuring actions that should increase operating efficiencies
and allow for margin expansion.

The Positive Outlook is driven by Fitch's view that the company's
credit profile will continue to improve, the profile could be
strong for the new rating over the next 12 months and further
positive ratings actions may be warranted if TEN's favorable
operating trend persists and if the industry recovery continues.

Concerns remain centered on revenue concentration in Europe given
Fitch's outlook for lower vehicle production, the company's
underfunded pension plan, exposure to commodities, and the
possibility that working capital requirements may negatively
impact free cash flow as a result of significant revenue growth.

TEN is amending and extending its secured revolver $550 million
revolver which was set to expire in March 2012; the proposed
revolver would now expire in May 2014.  Early termination can
occur 91 days inside of the maturity date of the second lien notes
(expires July 2013) and also 91 days inside the term loan B-1
(expires March 2014).  With the refinancing of each piece of debt
the early termination date is eliminated.  The revolver also has a
$50 million accordion feature.  Additionally, TEN is replacing its
secured term loan A due 2012 ($128 million outstanding) with a new
$150 million secured term loan due 2014.

Given the better automotive environment and improved credit
profile at TEN, the covenant for the consolidated net leverage
ratio on the new bank facility will be tightened by 0.5 times at
the end of the second quarter (2Q10), 0.25x at the end of the
third and fourth quarter of 2010.  It will revert back to existing
levels after that.  The new consolidated net leverage ratio cannot
exceed 4.5x at the end of 2Q10, 4.25x at the end of 3Q10 and 4.25x
at the end of 4Q10.

While the company's sales are globally diversified, 44% of its
sales in 2009 were from Europe, South America and India, which is
a concern.  Fitch forecasts that European light vehicle sales will
decline in 2010 due to the lack of government incentives to boost
vehicle demand; as a result, production volumes are forecasted to
slightly decline.

This credit concern is mitigated by TEN's somewhat diverse sales
mix.  Sales to the original equipment manufacturers accounted for
approximately 78% of sales and aftermarket sales contributed 22%
to the top line in 2009.  Furthermore, Fitch believes that
material new wins, particularly in the non-automotive area, should
provide solid top-line growth over the next several years in the
event of continued weakness in automotive production.

The Recovery Ratings on the senior secured facilities (revolving
credit facility, new term loan B, and tranche B1) are 'RR1' which
implies a recovery in the range of 91%-100%.  Recovery ratings for
the second lien notes remain 'RR2'; this implies a recovery
between 71% and 90%.  The senior unsecured and subordinated notes
recovery ratings remain 'RR6' which reflects a recovery in the
range of 0%-10%.  The recovery ratings reflect Fitch's recovery
expectations under a scenario in which distressed enterprise value
is allocated to the various debt classes.

In 2009, free cash flow was $121 million and Fitch expects it to
be positive again in 2010 given the company's cash preservation
initiatives.  Fitch views the risk to the company's cash flow
generation is working capital requirements to meet increases in
revenues.  With improved profits, leverage at the end of the
recent quarter declined to 3.0x which is a significant decline
from 3.6x at the end of 2009 (adjusted for the U.S. accounts
receivable program for similar comparisons).  Fitch projects that
leverage could fall to below 3.0x during 2010.

Liquidity at the end of 1Q10 was $822 million which consisted of
$193 million of cash on the balance sheet and $629 million on the
revolving credit facility.  In addition, the company has two U.S.
accounts receivable programs which can be used up to $150 million.
At the end of the recent quarter, $127 million of the accounts
receivable program was utilized.  TEN also has European accounts
receivable programs which benefits the company's liquidity
position; some of these European programs can be cancelled with 30
days notice.  At the end of 1Q10, TEN had $96 million on its
European receivables programs.

With the maturity date of the revolver and term loan moved from
2012 until 2014, TEN does not have any significant debt maturities
until 2013 when $245 million of the second lien notes are due.  At
the end of 2009, the company's pension funding status for the U.S.
plan was 58%, or $142 million unfunded.  The company expects to
make 2010 contributions of $54 million to the plan.

Over the longer term, TEN's position in the emissions segment
positions the company well to expand its customer base and
volumes.  Also over a longer time horizon, product demand should
increase given plans for tighter emission standards and expected
growth in revenues and profits that should come from TEN's
migration to more technological, value-added products which should
also support margins.


TIMOTHY JOHN HEILMAN: Gets OK to Hire Gerry as Bankr. Counsel
-------------------------------------------------------------
Timothy John Heilman and Darlys Lynn Heilman sought and obtained
authorization from the U.S. Bankruptcy Court for the District of
South Dakota to employ Gerry & Kulm Ask, Prof. LLC., as bankruptcy
counsel.

Gerry & Kulm will:

     a. file schedules and other documents as the Court may
        require;

     b. initiate or defend adversary proceedings and contested
        motions;

     c. negotiate with priority, secured and unsecured creditors;
        and

     d. provide related legal services.

Gerry & Kulm will be paid based on the hourly rates of its
personnel:

        Laura L. Kulm Ask, Attorney                    $150
        Clair R. Gerry, Attorney                       $220
        Gay Dempsey, Paralegal                         $120

Laura L. Kulm Ask, an attorney at Gerry & Kulm, assures the Court
that the firm is "disinterested" as that term is defined in
Section 101(14) of the Bankruptcy Code.

Warner, South Dakota-based Timothy John Heilman, aka Tim Heilman
and Darlys Lynn Heilman, filed for Chapter 11 bankruptcy
protection on May 14, 2010 (Bankr. D. S.D. Case No. 10-10107).
The Company estimated its assets and debts at $10,000,001 to
$50,000,000.


TITAN ENERGY: Posts $553,922 Net Loss in Q1 2010
------------------------------------------------
Titan Energy Worldwide, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $553,922 on $3,017,037 of revenue
for the three months ended March 31, 2010, compared with a net
loss of $336,916 on $1,687,306 of revenue for the same period
ended March 31, 2009.

The Company's balance sheet as of March 31, 2010, showed
$5,795,478 in assets, $4,042,840 of liabilities, and $1,752,638 of
stockholders' equity.

As reported in the Troubled Company Reporter on April 7, 2010,
UHY LLP, in Southfield, Mich., expressed substantial doubt about
the Company's ability to continue as a going concern after
auditing the Company's financial statements for the year ended
December 31, 2009.  The independent auditors noted that of the
Company's recurring losses and accumulated deficit.

At March 31, 2010, the Company had an accumulated deficit of
$26,809,528.

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

               http://researcharchives.com/t/s?63cc

Brighton, Mich.-based Titan Energy Worldwide, Inc., is a provider
of onsite power generation, energy management and energy
efficiency products and services.


TLC VISION: Posts $2.3 Million Net Loss in Q1 2010
--------------------------------------------------
TLC Vision Corporation filed its quarterly report on Form 10-Q,
reporting a net loss of $2.3 million on $61.4 million of revenue
for the three months ended March 31, 2010, compared with net
income of $1.6 million on $69.4 million of revenue for the same
period ended March 31, 2009.

The Company's balance sheet as of March 31, 2010, showed
$115.0 million in assets and $176.7 million of liabilities, for a
stockholders' deficit of $61.7 million.

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

               http://researcharchives.com/t/s?63ba

Based in Chesterfield, Mo., TLC Vision Corporation
-- http://www.tlcvision.com/-- is North America's premier eye
care services company, providing eye doctors with the tools and
technologies needed to deliver high-quality patient care.  Through
its centers' management, technology access service models,
extensive optometric relationships, direct to consumer advertising
and managed care contracting strength, TLC Vision maintains
leading positions in Refractive, Cataract and Eye Care markets.

TLC Vision Corporation and two of its wholly owned subsidiaries,
TLC Vision (USA) Corporation, and TLC Management Services, Inc.
filed petitions for Chapter 11 on Dec. 21, 2009 (Bankr. D. Del.
Case No. 09-14473).  The petition says assets and debts are
$100 million to $500 million.

The Company's lead U.S. restructuring counsel is the law firm of
Proskauer Rose LLP and Canadian restructuring counsel is the law
firm of Torys LLP.  The Company's financial advisor is Conway Del
Genio Gries & Co., LLC.  Epiq Bankruptcy Solutions is claims and
notice agent.

As reported in the Troubled Company Reporter on May 21, 2010,
TLC Vision (USA) Corporation officially emerged from Chapter 11 as
a newly reorganized private company.


TOUSA INC: Citicorp Seeks to Intervene Transeastern's Appeal
------------------------------------------------------------
Citicorp North America Inc. has asked to intervene in a dispute
between a group of Tousa Inc. lenders and Tousa's unsecured
creditors, saying the outcome will determine whether the banking
giant can recover $200 million on behalf of a separate group of
lenders, Bankruptcy Law360 reports.

Law360 says Citicorp filed a motion Friday in the U.S. District
Court for the Southern District of Florida to intervene in an
appeal by a group of lenders known as the Transeastern.

                          About Tousa Inc.

Headquartered in Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on January 29, 2008 (Bankr. S.D. Fla. Case No. 08-
10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta,
Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at
Berger Singerman, to represent them in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It listed assets between
$1 million and $10 million, and debts between $1 million and
$10 million.


TOYS R: S&P Puts 'B' Corp. Credit Rating on CreditWatch Positive
----------------------------------------------------------------
Standard & Poor's Ratings Services said it placed its 'B'
corporate credit rating on Wayne, N.J.-based Toys "R" Us Inc. on
CreditWatch with positive implications.  This rating action
follows Toys' filing of a preliminary registration statement for a
proposed IPO for its common stock for up to $800 million.  The
company plans to use the bulk of the proceeds to repay debt.

The CreditWatch placement follows Toys' S-1 filing, under which it
plans to sell up to $800 million in common stock.  Toys plans to
use the bulk of the proceeds to repay debt.

"If completed, S&P expects debt reduction along with improvement
in cash flow to result in meaningfully better credit protection
measures," said Standard & Poor's credit analyst Ana Lai.  S&P
estimates that pro forma debt leverage will improve to about 5.4x,
from 6.2x at Jan. 30, 2010.  Furthermore, S&P expects that EBITDA
coverage of interest would increase to about 2.4x on a pro forma
basis, from 1.9x.

"S&P plans to resolve this CreditWatch listing when the IPO is
completed, with a likely outcome of a one-notch increase in the
rating to 'B+' from 'B'," added Ms. Lai.  In S&P's May 18, 2010
summary analysis on Toys, S&P said that S&P could raise the rating
if debt leverage declines to less than 6x.  Additional support for
an upgrade comes from S&P's expectation that Toys' operating
results will remain good because of management's success with its
merchandising strategy and cost-control initiatives, as well as
the positive effect of the store conversion program.  S&P will
also review and analyze the company's business prospects and
financial policies in the future.


TRAILER BRIDGE: Moody's Gives Stable Outlook; Affirms 'B3' Rating
-----------------------------------------------------------------
Moody's Investors Service has changed the rating outlook of
Trailer Bridge, Inc., to stable from negative and affirmed all
existing ratings, including the B3 corporate family rating.

Outlook stabilization reflects expectation that credit metrics
should remain within the B3 band and follows substantial progress
toward Trailer Bridge's final dismissal from a class action
lawsuit related to anti-competitive activity in the Puerto Rico
marine trade lane.  In Moody's view, though the court order that
dismissed Trailer Bridge from the civil case with prejudice was
non-final, likelihood of related liability now seems low.  Despite
the weak Puerto Rico economy and a stiff pricing environment,
volume growth with gradual market share gains, and ongoing fixed
cost control supports the stable outlook.  The outlook
acknowledges that year-over-year margin gains may prove
challenging in 2010, but volumes should sufficiently offset and
drive a second, consecutive year of profitability.  "Basically,
Trailer Bridge's demonstrated ability to operate profitably in
spite of a difficult operating environment suggested that -- with
class action lawsuit dismissal at hand -- the outlook should be
stabilized," said Moody's Assistant Vice President, Bruce
Herskovics.

The affirmed B3 corporate family rating reflects Trailer Bridge's
high leverage, small size, and low earnings level.  The rating
acknowledges that Puerto Rico's economy will probably continue
shrinking in 2010, limiting performance upside.  Other key
expectations include liquidity profile adequacy, debt to EBITDA at
or below 6.0 times with EBIT to interest above 1.0 time.

The SGL-3 speculative grade liquidity rating reflects an adequate
liquidity profile.  Adequacy stems from the $11 million cash
balance as of March 31, 2010, and $8 million of availability under
the asset-backed revolving credit facility.  Quarterly funding of
operating and debt service needs should be accomplished
internally, diminishing likelihood of revolver reliance.  However,
without a refinancing, the $83 million of secured notes due
November 2011 will soon become a current liability, and eventually
could pressure the SGL-3 rating down.

The ratings are:

* Corporate family and probability of default, B3

* $83 million 9.25% senior secured notes due November 2011, B3 to
  LGD 3, 49% from LGD 4, 51%

* Speculative grade liquidity, SGL-3

Moody's last rating action on Trailer Bridge occurred February 20,
2009, when the B3 corporate family rating was affirmed.

Trailer Bridge, Inc., headquartered in Jacksonville, Florida is an
integrated trucking and marine freight carrier that provides
truckload freight transportation primarily between the continental
U.S., Puerto Rico and Dominican Republic.  Last twelve months
ended March 31, 2010 revenues were approximately $118 million.


TRIBUNE CO: Disclosure Statement Lacking Judge's Approval
---------------------------------------------------------
Bill Rochelle at Bloomberg News reports that the bankruptcy judge
concluded the May 28 hearing without an order approving the
disclosure statement explaining the plan for Tribune Co.  Tribune
is still working with junior creditors to craft a discussion of
their treatment.  Tribune said it hopes to have the disclosure
statement ready for the judge's approval by the end of this week.

The plan is designed to implement a settlement negotiated with
some creditors.  Holders of $3.6 billion in pre-bankruptcy secured
debt immediately came out opposing the plan and the settlement.

                       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: Filing of Schedules Extended Until June 22
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
extended, at the behest of Tridimension Energy, L.P., et al., the
deadline for the filing of schedules of assets and liabilities and
statement of financial affairs for an additional 31 days, or until
June 22, 2010.

Due to the size and complexity of the Debtors' operations and
these Cases, the Debtors anticipate that they will be unable to
have the schedules and statement ready for filing within the
initial fourteen-day deadline.  The Debtors anticipate that it
will take no more than forty-five days to complete, review, and
file the schedules and statement with the Court.

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.


TRUMP ENTERTAINMENT: Icahn, Beal File Adversary Suit
----------------------------------------------------
Bankruptcy Law360 reports that billionaire investor Carl Icahn has
filed a lawsuit over Trump Entertainment Resorts Inc.'s recent
handling of $28.4 million in investment alternative tax payments
to a New Jersey development authority.

Icahn Partners LP and Beal Bank, which hold Trump Entertainment's
outstanding first-lien bank debt, brought the complaint Friday in
the U.S. Bankruptcy Court for the District of New Jersey,
according to Law360.

                     About Trump Entertainment

Based in Atlantic City, New Jersey, Trump Entertainment Resorts
Inc. (NASDAQ: TRMP) -- http://www.trumpcasinos.com/-- owns and
operates three casino hotel properties in Atlantic City, New
Jersey, which include Trump Taj Mahal Casino Resort, Trump Plaza
Hotel and Casino, and Trump Marina Hotel Casino.  The Company
conducts gaming activities and provides customers with casino
resort and entertainment.

Donald Trump is a shareholder of the Company and, as its non-
executive Chairman, is not involved in the daily operations of the
Company.  The Company is separate and distinct from Mr. Trump's
privately held real estate and other holdings.

Trump Entertainment Resorts, TCI 2 Holdings, LLC, and other
affiliates filed for Chapter 11 on February 17, 2009 (Bankr. D.
N.J., Lead Case No. 09-13654).  The Company has tapped Charles A.
Stanziale, Jr., Esq., at McCarter & English, LLP, as lead counsel,
and Weil Gotshal & Manges as co-counsel.  Ernst & Young LLP is the
Company's auditor and accountant and Lazard Freres & Co. LLC is
the financial advisor.  Garden City Group is the claims agent.
The Company disclosed assets of $2,055,555,000 and debts of
$1,737,726,000 as of December 31, 2008.

Trump Hotels & Casino Resorts, Inc., filed for Chapter 11
protection on Nov. 21, 2004 (Bankr. D. N.J. Case No. 04-46898
through 04-46925).  Trump Hotels' obtained the Court's
confirmation of its Chapter 11 plan on April 5, 2005, and in May
2005, it exited from bankruptcy under the name Trump Entertainment
Resorts Inc.


UTGR INC: Chapter 11 Plan Held Up for Legislature
-------------------------------------------------
UTGR Inc. had scheduled a confirmation hearing for approval of a
reorganization plan incorporating a settlement with unsecured
creditors.  The bankruptcy judge was forced to put off the hearing
until after the Rhode Island legislature passes legislation
permitting the operational changes called for in the plan.

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.


W HOTEL: DekaBank Wants to Prevent Owner From Filing Ch. 11 Case
----------------------------------------------------------------
Seeking a foreclosure auction for a $64.5 million loan on the W
Hotel in Manhattan's Union Square, DekaBank Deutsche Girozentrale
has filed suit to prevent the private equity fund that now owns
the luxury hotel from placing it under Chapter 11 bankruptcy
protection, according to Bankruptcy Law360.

Law360 says the adversary complaint, filed Saturday in the U.S.
Bankruptcy Court for the District of Delaware, claims the debtor,
LEM Capital LLC unit Hotels Union Square Mezz 1 LLC.

As reported in the Troubled Company Reporter on December 9, 2009,
Dow Jones Newswires' Lingling Wei said Dubai World's Istithmar
World Capital lost W Hotel Union Square in Manhattan to a
foreclosure auction.

Istithmar, Dubai World's private-equity arm, acquired the property
for about $282 million in 2006.  In December 2009, the property
was sold for $2 million.

Dow Jones said the W Hotel in October defaulted on $117 million in
junior debt.  The $115 million first mortgage, sliced into
commercial mortgage-backed securities, was transferred in
September to a special servicer in charge of handling loans in
danger of imminent default.


WASHINGTON MUTUAL: Creditors Press to Convert Ch. 11 to Ch. 7 Case
------------------------------------------------------------------
American Bankruptcy Institute reports that pressure is mounting on
Washington Mutual Inc. as creditors unhappy about the continued
turmoil in the chapter 11 case are now calling for the company's
bankruptcy to be converted into a chapter 7 proceeding.

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: Faces New Round of Disclosure Objections
-----------------------------------------------------------
Bankruptcy Law360 reports that a slew of objections has poured in
against Washington Mutual Inc.'s latest disclosure statement, many
taking issue with a global settlement the bank reached with new
owner JPMorgan Chase & Co. and the Federal Deposit Insurance Corp.

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: Hearing on Conversion Motion on Thursday
-----------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Washington Mutual,
the official equity holders' committee and some creditors are
trying to outsmart one another with legal strategies to push
through or kill the global settlement that underpins WaMu's
reorganization plan.

According to the report, the bankruptcy judge presiding over
Washington Mutual Inc.'s Chapter 11 case will convene a hearing on
June 3 to consider a request by holders of $2.3 billion in debt
securities to convert the Chapter 11 case to a liquidation in
Chapter 7 where a trustee would be appointed automatically.
Alternatively, the noteholders want the judge to appoint a Chapter
11 trustee.


In April, shareholders won a ruling that allowed them to initiate
a lawsuit in Washington State court compelling the bank holding
company to hold an annual meeting.  If the meeting were held,
shareholders might succeed in ousting the board and installing
their own candidates who then would have power to pull WaMu out
of a global settlement the shareholders oppose.

If the noteholders were to win a favorable ruling at the June 3
hearing, a trustee would supplant the board, thus preventing
shareholders from having a new WaMu board back out of the global
settlement, Bloomberg relates.

According to bloomberg, WaMu has been employing its own legal
tactics that could be designed to slow the movement toward a
shareholders' meeting.  First, WaMu had the suit in Washington
state court removed to federal court.  From there, WaMu has a
motion pending to send the case eventually to the bankruptcy judge
in Delaware. The motion to transfer the case to Delaware is
scheduled for argument June 11 in Washington, the equity committee
says in court papers.

Meanwhile, holders of notes issued by the bank subsidiary filed
papers urging the bankruptcy judge to appoint a trustee in either
Chapter 7 or Chapter 11.  The bank bondholders are also opposing
the global settlement.

According to Mr. Rochelle, having a Chapter 11 trustee might not
interfere with creditors who favor the global settlement because
WaMu's exclusive right to file a Chapter 11 plan has elapsed.

                    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).


WAVERLY GARDENS: Amends Outline for Reorganization Plan
-------------------------------------------------------
Waverly Gardens of Memphis, LLC and Kirby Oaks Integra, LLC, filed
with the U.S. Bankruptcy Court for the Western District of
Tennessee amended Disclosure Statement explaining the proposed
Plan of Reorganization.

According to the amended Disclosure Statement, the Plan provides
for the Debtors to convey all of the assets to Newco.  The assets
of the Debtors will be assigned to Newco or its subsidiaries free
and clear of all liens, claims, and encumbrances or interests,
except to the extent that the liens and claims are conveyed,
granted or retained under this Plan pursuant to the terms of the
APA.

In order to satisfy the payment of administrative claims payable
on the effective date, other than administrative claims, and to
provide post-confirmation working capital and approved capital
expenditures, First Tennessee will make a $500,000 loan to Newco.

                        Treatment of Claims

Class 1 -- Secured Claim of First Tennessee to be paid as: (i) the
Debtors will convey all assets to Newco or its designated
subsidiaries; (ii) Newco will obtain $4,000,000 financing from
First Tennessee; (iii) Newco will commence making monthly
principal payments in the amount of $5,000 to First Tennessee on
the 10th month after the effective date; (iv) Commencing on the
13th after the Effective Date, Newco will make monthly principal
payments in the amount of $10,000 until the maturity date.  First
Tennessee will have no ownership or equity interest in the Newco.

Class 2 -- Claim of Marger Partners will be extinguished as of the
effective date.  Marger will receive, $14,800 (4%) upon the sale
or refinance of the facilities.

Class 3 - Allowed Claims for prepetition real property and
personalty taxes held by the City of Memphis and Shelby County
Trustee will be paid by Newco in equal monthly installments over a
period not to exceed 60 months from the petition date.

Class 4 - Allowed Unsecured Priority Claims will be paid by Newco
in equal monthly installments over a period not to exceed
60 months from the petition date at the applicable statutory rate
of interest; provided, however, that in the event of a sale of the
facilities or other assets of the Debtors the balance of each of
the Allowed Claims of Class 4 Creditors will be paid out of the
net proceeds of a sale after satisfaction of any secured claims or
prior class claims.

Class 5 - Holders of General Unsecured Claims will receive payment
equal to 2% of the Allowed Claim.

The Interests of the Debtors will be cancelled as of the effective
date.

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

                 About Waverly Gardens of Memphis

Memphis, Tennessee-based Waverly Gardens of Memphis, LLC and Kirby
Oaks Integra, LLC -- http://www.waverlygardens.com/-- operate two
senior living facilities consisting of a total of 248 units.
Waverly Gardens consists of 196 rental units and is located at
6539 Knight Arnold Road, Memphis, Tennessee 38115.  Kirby Oaks
consists of 52 rental units and is located at 6551 Knight Arnold
Road, Memphis, Tennessee 38115.  The Debtors filed separate
petitions for Chapter 11 relief on Oct. 2, 2008 (Bankr. W.D.
Tenn. Lead Case No. 08-30218).  Michael P. Coury, Esq., and Robert
Campbell Hillyer, Esq., at Butler, Snow, O'Mara, Stevens &
Cannada, represent the Debtors as counsel.

When Waverly Gardens filed for protection from its creditors, it
listed assets of between $10 million to $50 million, and debts of
$1 million to $10 million.  When Kirby Oaks filed for protection
from its creditors, it listed between $1 million and $10 million
each in assets and debts.


WESTAR ENERGY: Fitch Affirms Preferred Stock Rating at 'BB+'
------------------------------------------------------------
Fitch Ratings has affirmed the ratings for Westar Energy, Inc.
and its utility subsidiary Kansas Gas and Electric Company:

Westar

  -- Long-term Issuer Default Rating at 'BBB-';
  -- Senior secured debt at 'BBB+';
  -- Senior unsecured debt at 'BBB';
  -- Preferred stock at 'BB+';
  -- Short-term IDR and commercial paper at 'F3'.

KGE

  -- Long-term IDR to 'BBB-';
  -- Senior secured debt at 'BBB+';
  -- Short-term IDR and CP at 'F3'.

In addition, Fitch has revised the Rating Outlook on both entities
to Positive from Stable.

More than $2 billion of long-term debt is affected by these rating
actions.

The ratings and Positive Rating Outlook on Westar and KGE
primarily reflect recent regulatory decisions and cost-recovery
mechanisms that will allow the utility to earn a reasonable return
on invested capital and limit the negative effects of commodity
price volatility.  Fitch expects continued improvement in Westar's
consolidated credit metrics, with EBITDA interest coverage
improving to above 4.0 times and funds from operations -to-
adjusted debt approaching 18% over the next two years.  Other key
analytical factors include management's fiscal prudence and focus
on core utility operations, which have reduced the overall risk
profile of the consolidated entity.  These strengths are tempered
by a moderately large capital spending program and a recovering
local economy.

Westar's 2008 general rate case settlement with the Kansas
Corporation Commission and the abbreviated 2009 rate case
settlement authorized recovery of costs primarily associated with
construction of the Emporia Energy Center and wind generation
facilities.  These settlements added $130 million in annual
revenue effective February 2009 and $17.1 million in annual
revenue effective February 2010, strengthening Westar's financial
metrics.  Fitch expects the company to continue to receive timely
recovery of future power procurement costs and environmental and
transmission investments, supporting Fitch's estimates of
improving utility cash flow and leverage metrics.

In recent years the KCC has implemented several cost-recovery
mechanisms that facilitate recovery of fuel and purchase power
costs and environmental and transmission investments outside of
GRC proceedings.  These rate riders have reduced regulatory lag
and provided stability to the financial profile.  The retail
energy cost adjustment adjusts fuel and purchased power prices on
a quarterly basis and settles the associated accruals and
deferrals annually, largely mitigating the negative effects of
fuel and power price volatility.  The environmental cost recovery
rider adjusts retail rates annually to reflect capital costs for
emission controls, which are expected to account for 40% of
consolidated capital expenditures during the 2010-2012 time
period.  Other cost-recovery mechanisms authorized by the KCC
include a transmission cost-recovery rider for retail rates and a
pension and other post-employment benefits expense tracker.  In
addition, the Federal Energy Regulatory Commission allows for
recovery of transmission capital expenditures and cost of service
through a formula rate that is updated annually.

Management remains focused on Westar's core utility operations and
strengthening its balance sheet.  Generation, transmission, and
environmental projects have been funded with a balanced mix of
debt and equity, and the company's capital expenditure budget has
been structured prudently and spread out over many years so as to
not stress financial performance.  The company also created a new
$500 million at-the-market dribble program in the first quarter
that will provide additional equity over the next three years.

Westar's consolidated capital expenditure budget was scaled back
last year and is expected to total nearly $2.4 billion during the
2010-2012 time period.  Approximately $946 million of that amount
is targeted for environmental upgrades to reduce harmful emissions
from the company's coal-fired power plants.  The recent settlement
agreement with the Environmental Protection Agency will require
Westar to reduce nitrogen oxide emissions at the Jeffrey Energy
Center by installing a selective catalytic reduction system at one
of Jeffrey's three units by 2014.  Westar estimates the SCR will
cost $200 million, with the majority spread over the 2012-2014
time period.  The company would be able to do less costly
modifications on the other two units if it is anticipated that one
SCR would meet the necessary emissions targets.

Capital spending on transmission includes about $100 million on
the second phase of the Wichita-Salina line from Hutchinson to
Salina, which is expected to be completed later this year, and
about $90 million on the Rose Hill-Oklahoma line, with
construction occurring following the completion of the Wichita-
Salina line.  The FERC allows a return on equity of 11.3% for the
company's transmission projects, with an incentive ROE of 12.3%
for the Wichita-Salina line.  Westar's wholly owned transmission
projects and its Prairie Wind Transmission, LLC (not rated by
Fitch) 50/50 joint venture with Electric Transmission America (not
rated) should continue to provide a platform for growth over the
next several years, while further diversifying cash flows from
Westar's electric distribution operations.

Liquidity is adequate, supported by a $730 million revolving
credit facility that expires on March 17, 2012.  Westar has the
ability to expand the facility to $1 billion, which should give
the company additional financial flexibility in carrying out its
major construction projects.

The credit ratings for Westar and KGE are the same, reflecting
centralized operations and treasury functions and a consolidated
capital structure used for ratemaking.  Westar and KGE conduct
business under the Westar Energy brand name and have functionally
integrated utility operations.  KGE relies on Westar for its
short-term cash needs, and Westar's revolving credit facility is
secured by KGE's first mortgage bonds.  Furthermore, no regulatory
or corporate structures are currently in place to restrict the
migration of cash between parent and subsidiary.

Westar is the largest electric utility company in Kansas,
providing electric generation, transmission, and distribution
services to approximately 685,000 customers in the state.  Westar
directly provides these services to more than 370,000 customers in
central and northeastern Kansas.  KGE, Westar's wholly owned
utility subsidiary, provides these services to nearly 315,000
customers in south-central and southeastern Kansas.  The company
has about 6,800 megawatts in aggregate of electric generation
capacity, fueled primarily by coal and natural gas, as well as by
KGE's 47% interest in the Wolf Creek nuclear power plant located
near Burlington, Kansas.  Westar operates and coordinates more
than 6,200 miles of electric transmission lines.


WESTSIDE DEVELOPMENT: Can Hire Kenneth Wrobel as Bankr. Counsel
---------------------------------------------------------------
Westside Development Group LLC sought and obtained permission from
the U.S. Bankruptcy Court for the Eastern District of Michigan to
employ Kenneth J. Wrobel Jr., Attorney at Law, as bankruptcy
counsel.

Mr. Wrobel will, among other things:

     a. submit applications and proposed orders to the Court;

     b. identify and prosecute claims and causes of action
        assertable on behalf of the estate;

     c. advise the Debtor and prepare documents in connection with
        the reorganization of the estate, including analysis and
        connection of outstanding receivables; and

     d. assist in obtaining credit, negotiation of the sale of
        assets, arranging adequate protection, and negotiating a
        plan of reorganization.

Mr. Wrobel will be paid $325 per hour for his services.

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

Royal Oak, Michigan-based Westside Development Group, LLC, aka
Sorano Commercial Village, filed for Chapter 11 bankruptcy
protection on May 13, 2010 (Bankr. E.D. Mich. Case No. 10-55931).
Kenneth J. Wrobel Jr., Esq., who has an office in Birmingham,
Michigan, assists the Company in its restructuring effort.  The
Company estimated its assets and debts at $10,000,001 to
$50,000,000.


WIZZARD SOFTWARE: Posts $1.4 Million Net Loss in Q1 2010
--------------------------------------------------------
Wizzrd Software Corporation filed its quarterly report on Form
10-Q, reporting a net loss of $1.4 million on $1.3 million of
revenue for the three months ended March 31, 2010, compared with a
net loss of $1.3 million on $1.2 million of revenue for the same
period ended March 31, 2009.

The Company's balance sheet as of March 31, 2010, showed
$21.5 million in assets, $2.8 million of liabilities, and
$18.7 million of stockholders' equity.

"The Company has current liabilities in excess of current assets,
incurred significant losses and has not yet been successful in
establishing profitable operations.  These factors raise
substantial doubt about the ability of the Company to continue as
a going concern."

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

               http://researcharchives.com/t/s?63c5

Pittsburgh, Pa.-based Wizzard Software Corporation provides
software products and services for the speech recognition and
text-to-speech technology.  It operates in three segments:
Software, Healthcare, and Media Services.  The Software segment
engages in the development, sale, and service of custom and
packaged computer software products.  The Media Services segment
provides podcast hosting, content management tools, and
advertising services.  The Healthcare segment provides home
healthcare and healthcare staffing services in Wyoming and
Montana.

                          *     *     *

As reported in the Troubled Company Reporter on April 6, 2010,
Gregory & Associates, LLC, in Salt Lake City, expressed
substantial doubt about the Company's ability to continue as a
going concern after auditing the Company's financial statements
for the year ended December 31, 2009.  The independent auditors
noted that the Company has not yet established profitable
operations and has incurred significant losses since its
inception.


YUVAL RAN: 5th Cir. Rejects Israeli Receiver's Chapter 15 Filing
----------------------------------------------------------------
WestLaw reports that an Israeli bankruptcy receiver that filed a
petition for recognition of a bankruptcy proceeding that was
pending against an individual debtor in Israel as either a foreign
main or foreign nonmain proceeding, failed to rebut the
presumption that the United States was the debtor's "center of
main interest" (COMI) when the petition was filed, as required to
establish the foreign proceeding's status as a foreign main
proceeding under Chapter 15.  The receiver presented evidence that
the debtor's creditors were located in Israel, that the debtor's
principal assets were being administered in the bankruptcy pending
in Israel, and that the debtor's bankruptcy proceedings initiated
in Israel and would be governed by Israeli law.  However, the
evidence presented by the receiver was outweighed by evidence that
the debtor along with his family left Israel nearly a decade prior
to the filing of the petition, that the debtor had no intent to
return to Israel, and that the debtor had established employment
and a residence in Houston, Texas.  The case presented a matter of
first impression before the Court of Appeals for the Fifth
Circuit.  In re Ran, --- F.3d ----, 2010 WL 2106638 (5th Cir.).

The Fifth Circuit's decision affirms Lavie v. Ran, --- B.R. ----,
2009 WL 890387 (S.D. Tex.), reported about in the Troubled Company
Reporter on June 22, 2009.  A summary of the chapter 15 filing
appeared in the Dec. 15, 2006, edition of the Troubled Company
Reporter.


* PwC Loses Ruling in Pennsylvania Hospital System Bankruptcy Case
------------------------------------------------------------------
American Bankruptcy Institute reports that PricewaterhouseCoopers
LLP suffered a defeat on Friday when the U.S. Court of Appeals for
the Third Circuit ordered an inquiry into whether the auditor
dealt in good faith with a large Pennsylvania hospital system that
went bankrupt.


* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------
Recent Chapter 11 cases filed with assets and liabilities below
$1,000,000:

1. cases In Re Norrie Corporation and In Re Garrison Road, LLC are
miscs of may13&14 and are highlighted in pink. I also passed these
cases yesterday to kuya carlo.
2. case In Re DRJ Properties, LLC has no link to its petition and
is
highlighted in yellow.




In Re Norrie Corporation
   Bankr. C.D. Calif. Case No. 10-29146
      Chapter 11 Petition Filed May 13, 2010

In Re Garrison Road, LLC
   Bankr. D. Md. Case No. 10-20890
      Chapter 11 Petition Filed May 14, 2010

In Re ESDSD, Inc.
   Bankr. C.D. Calif. Case No. 10-31023
      Chapter 11 Petition Filed May 25, 2010
         See http://bankrupt.com/misc/cacb10-31023.pdf

In Re Valley Developers, LLC
   Bankr. D. Colo. Case No. 10-22858
      Chapter 11 Petition Filed May 25, 2010
         See http://bankrupt.com/misc/cob10-22858.pdf

In Re Cast, LLC
   Bankr. D. Md. Case No. 10-21711
      Chapter 11 Petition Filed May 25, 2010
         Filed As Pro Se

In Re Shrewsbury Street Development Companies, Inc.
   Bankr. D. Mass. Case No. 10-42655
      Chapter 11 Petition Filed May 25, 2010
         Filed As Pro Se

In Re Arendal Dental Clinic, PA
   Bankr. D. Minn. Case No. 10-33846
      Chapter 11 Petition Filed May 25, 2010
         See http://bankrupt.com/misc/mnb10-33846.pdf

In Re Paul Michael Ryan Aitchison
        aka Paul Michael Ryan Aitchison
   Bankr. D. Nev. Case No. 10-19590
      Chapter 11 Petition Filed May 25, 2010
         See http://bankrupt.com/misc/nvb10-19590.pdf

In Re Diana L. Saada
   Bankr. D. N.J. Case No. 10-25941
      Chapter 11 Petition Filed May 25, 2010
         See http://bankrupt.com/misc/njb10-25941.pdf

In Re Joseph Karamikian
   Bankr. S.D. N.Y. Case No. 10-12749
      Chapter 11 Petition Filed May 25, 2010
         Filed As Pro Se

In Re Phoenix Equities, Inc.
   Bankr. S.D. N.Y. Case No. 10-12747
      Chapter 11 Petition Filed May 25, 2010
         Filed As Pro Se

In Re Maddi's Gallery, LLC
        aka succesor in interest to Maddis Southern Bistro LLC
   Bankr. W.D. N.C. Case No. 10-31462
      Chapter 11 Petition Filed May 25, 2010
         See http://bankrupt.com/misc/ncwb10-31462.pdf

In Re Westgate Development Co., LLC
   Bankr. N.D. Ohio Case No. 10-33607
      Chapter 11 Petition Filed May 25, 2010
         See http://bankrupt.com/misc/ohnb10-33607.pdf

In Re Royal Flush, Inc.
   Bankr. W.D. Pa. Case No. 10-23772
      Chapter 11 Petition Filed May 25, 2010
         See http://bankrupt.com/misc/pawb10-23772.pdf

In Re Gibson and Epps, L.L.C.
        dba Gibson & Epps, L.L.C.
   Bankr. E.D. Tenn. Case No. 10-32594
      Chapter 11 Petition Filed May 25, 2010
         Filed As Pro Se

In Re Harvey W. McDonald
        aka Mac McDonald
      Tracy P. McDonald
   Bankr. M.D. Tenn. Case No. 10-05523
      Chapter 11 Petition Filed May 25, 2010
         See http://bankrupt.com/misc/tnmb10-05523.pdf

In Re Mark Howard
   Bankr. D. Utah Case No. 10-27054
      Chapter 11 Petition Filed May 25, 2010
         Filed As Pro Se

In Re Athens Foot Center, LLC
        dba Athens Podiatry Center
   Bankr. N.D. Ala. Case No. 10-82158
      Chapter 11 Petition Filed May 26, 2010
         See http://bankrupt.com/misc/alnb10-82158p.pdf
         See http://bankrupt.com/misc/alnb10-82158c.pdf

In Re Jung Hee Kim
        dba Grace Acupuncture Clinia
   Bankr. C.D. Calif. Case No. 10-31353
      Chapter 11 Petition Filed May 26, 2010
         See http://bankrupt.com/misc/cacb10-31353.pdf

In Re Mission Baking, Inc.
        dba Heirloom Bakery & Cafe
   Bankr. C.D. Calif. Case No. 10-31320
      Chapter 11 Petition Filed May 26, 2010
         See http://bankrupt.com/misc/cacb10-31320.pdf

In Re DRJ Properties, LLC
   Bankr. D. Colo. Case No. 10-23052
      Chapter 11 Petition Filed May 26, 2010

In Re McCall's Holdings, LLC
   Bankr. M.D. Fla. Case No. 10-12528
      Chapter 11 Petition Filed May 26, 2010
         Filed As Pro Se

In Re IC-Intl. Concepts Corporation
   Bankr. N.D. Ga. Case No. 10-22412
      Chapter 11 Petition Filed May 26, 2010
         Filed As Pro Se

In Re Traylor Multimedia, Inc.
        dba 360KID
   Bankr. D. Mass. Case No. 10-15725
      Chapter 11 Petition Filed May 26, 2010
         See http://bankrupt.com/misc/mab10-15725.pdf

In Re Christine Persaud
   Bankr. E.D. N.Y. Case No. 10-44815
      Chapter 11 Petition Filed May 26, 2010
         See http://bankrupt.com/misc/nyeb10-44815.pdf

In Re Brigman's Valley Funeral Service, Inc.
   Bankr. W.D. N.C. Case No. 10-10608
      Chapter 11 Petition Filed May 26, 2010
         See http://bankrupt.com/misc/ncwb10-10608.pdf

In Re Larry Joe Eaves
      Delicia Janel Eaves
   Bankr. E.D. Texas Case No. 10-90214
      Chapter 11 Petition Filed May 26, 2010
         See http://bankrupt.com/misc/txeb10-90214.pdf

In Re Jerry Reed White
      Laurie Jane White
        fka Laurie Jane Bannert
    Bankr. W.D. Texas Case No. 10-11461
      Chapter 11 Petition Filed May 26, 2010
         See http://bankrupt.com/misc/txwb10-11461.pdf

In Re Bridgette Properties, Inc.
    Bankr. E.D. Va. Case No. 10-72517
      Chapter 11 Petition Filed May 26, 2010
         See http://bankrupt.com/misc/vaeb10-72517.pdf



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard
C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez,
Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2010.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


                  *** End of Transmission ***