TCR_Public/100607.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

               Monday, June 7, 2010, Vol. 14, No. 156

                            Headlines

2665 GENEVA: Taps Schinner Law to Handle Reorganization Case
2665 GENEVA: Files List of 20 Largest Unsecured Creditors
ADESA INC: Bank Debt Trades at 5% Off in Secondary Market
ADVOCATE FINANCIAL: Hires Law Firms for 2 Collection Cases
ADVOCATE FINANCIAL: Taps Baldwin Haspel as Bankruptcy Counsel

AFC ENTERPRISES: Reports $5.8 Mil. Net Income for April 18 Qtr
AFC ENTERPRISES: Shareholders Elect 7 to Board of Directors
AFFINION GROUP: Bank Debt Trades at 4% Off in Secondary Market
AL GULF: Moody's Assigns 'Ba2' Rating $305 Mil. Senior Loan
ALICO CROSSING: Files for Chapter 11 in Fort Myers, Florida

AMERCABLE INCORPORATED: Moody's Affirms 'B3' Corp. Family Rating
AMERICAN INT'L: Geithner Sees Other Options for Repayment
AMERICAN INT'L: Moody's Affirms Issuer Rating; Outlook Negative
AMERICAN INT'L: S&P Ratings Unmoved by AIA Sale Pact Termination
AMWINS GROUP: S&P Affirms 'B-' Counterparty Credit Rating

AMR CORP: American Unit Reports May 2010 Traffic Results
AMR CORP: Reports Results of May 19 Annual Stockholders Meeting
ANPATH GROUP: Obtains Interim Approval for $200,000 DIP Loan
ARAMARK CORP: Bank Debt Trades at 5% Off in Secondary Market
ARCOLA HOMESTEAD: Closed; FDIC Pays Out Insured Deposits

ARTFEST INTERNATIONAL: Reports $749,046 Net Loss in Q1 2010
ASSOCIATED ESTATES: S&P Raises Corporate Credit Rating to 'BB-'
AUTOZONE INC: ESL Partners et al. Disclose 36.9% Stake
AUTOZONE INC: Reports $29.1 Million Net Income for May 8 Qtr
AVAYA INC: Bank Debt Trades at 14% Off in Secondary Market

BAYONNE MEDICAL: Overlapping Directors Didn't Make Bank Insider
BRENT NICHOLSON: Court Fixes August 31 as Claims Bar Date
BRENT NICHOLSON: Taps Bullivant Houser as Bankruptcy Counsel
BERNARD MADOFF: ASM Capital Offers to Buy Claims at 80% Discount
BUILDERS FIRSTSOURCE: Reports Results of May 24 Annual Meeting

BWAY CORPORATION: Moody's Assigns 'B3' Rating on Senior Notes
CAPMARK FINANCIAL: Auction of Georgetown Park Loan Set for June 24
CELL THERAPEUTICS: Adjourns Special Meeting Until June 29
CERAGENIX PHARMACEUTICALS: Files Ch. 11 on License Termination
CHARTER COMMS: Bank Debt Trades at 8% Off in Secondary Market

CHEM RX: Has Final Approval to Use Lenders' Cash Collateral
CHEMTURA CORP: Files Sec. 502(e) Objections to Contribution Claims
CHEMTURA CORP: Deloitte to Provide Tax Accounting for 2010
CHEMTURA CORP: Objects to Tricor Refining's $57.5MM Claim
CIRCUIT CITY: Creditors Committee Files Liquidation Plan

CIRCUIT CITY: Receives Nod for More Ernst & Young Work
CIRCUIT CITY: Seeks Mediation with Unsecured Creditors on Plan
CITADEL BROADCASTING: Implements Reorganization Plan
CLAIRE'S STORES: Bank Debt Trades at 16% Off in Secondary Market
COLLECTIVE BRANDS: S&P Gives Positive Outlook, Affirms 'B+' Rating

COMMUNITY HEALTH: Bank Debt Trades at 6% Off in Secondary Market
COMVERSE TECHNOLOGY: S&P Affirms Corporate Credit Rating at 'B+'
CONTINENTAL AIRLINES: CEO Says Better Liquidity Prompted Merger
CORBIN PARK: Wants Until August 16 to File Chapter 11 Plan
CRESTRIDGE ESTATES: July 30 Established as Claims Bar Date

CRESTRIDGE ESTATES: U.S. Trustee Forms 3-Member Creditors Panel
CRESTRIDGE ESTATES: Dismissal, Conversion Plea Withdrawn
CW ACQUISITION: Moody's Rates $400 Mil. Senior Loan at 'Ba3'
DEAN FOODS: Bank Debt Trades at 5% Off in Secondary Market
DELTA AIR: Moody's Affirms Corporate Family Rating at 'B2'

DELTA AIR: Annual Stockholders Meeting to be Held June 30
DELTA AIR: Gets DOT Nod for Detroit to Tokyo's Haneda Flights
DELTA AIR: TechOps Gets 3-Year Contract from China Eastern
DIETRICH'S SPECIALTY: Gets Interim OK to Obtain DIP Financing
DON WHITE: Files List of 18 Largest Unsecured Creditors

DON WHITE: Taps Amy Tirre as Associate Local Counsel
DON WHITE: Taps William Lobel as Bankruptcy Counsel
DONALD KELLAND: Creditors Want Chapter 11 Trustee Appointed
EAST WEST RESORT: Wins Confirmation of Chapter 11 Plan
EVERGREEN BANCORP: Files For Chapter 7 Petition

FAIRPOINT COMMS: Gets 2nd Extension of Removal Period
FAIRPOINT COMMS: Plan Awaits Ruling From State Regulators
FAIRPOINT COMMS: Reports 2009 Annual Financial Results
FIRST NATIONAL BANK: Closed; The Jefferson Bank Assumes Deposits
FORD MOTOR: Moody's Maintains 'B1' Despite Mercury Production Halt

FOUNTAIN SQUARE II: Can Use Cash to Order Replacement Parts
FREDDIE MAC: Files April 2010 Monthly Volume Summary
FREDDIE MAC: Fights Taylor Bean Creditors Over Lawsuit
FREESCALE SEMICON: Bank Debt Trades at 12% Off in Secondary Market
FREMONT GENERAL: Signature Plan Expected to Be Effective June 10

FULTON HOMES: Plan Proposes Full Payment by 2015
FX LUXURY: Hearing on Exclusivity Periods Slated for June 11
FX LUXURY: Court Denies Auction of Substantially All Assets
GAP INC: S&P Affirms Corporate Credit Rating at 'BB+'
GARLOCK SEALING: Files for Chapter 11 to Address Asbestos Claims

GARLOCK SEALING: Case Summary & 20 Largest Unsecured Creditors
GEMS TV: Names Focus Management as Financial Advisor
GROSSMAN'S INC: Third Circuit Abandons Frenville After 26 Years
GSI GROUP: Seeks Exclusivity Period Extension
GUNNALLEN FINANCIAL: Files Schedules of Assets and Liabilities

GUNNALLEN FINANCIAL: Has Until August 24 to File Chapter 11 Plan
GUNNALLEN FINANCIAL: U.S. Trustee Form 7-Member Creditors Panel
HAWKER BEECHCRAFT: Bank Debt Trades at 18% Off in Secondary Market
HAWKEYE RENEWABLES: Prepack Plan Confirmed After Settlement
HCA INC: Bank Debt Trades at 6% Off in Secondary Market

HOLLYWOOD BEACH: Section 341(a) Meeting Scheduled for June 23
HOMELAND SECURITY: YA Global Discloses Equity Stake
INTELSAT JACKSON: Bank Debt Trades at 8% Off in Secondary Market
ISLE OF CAPRI: Bank Debt Trades at 6% Off in Secondary Market
ISP CHEMCO: Bank Debt Trades at 6% Off in Secondary Market

JACKSON & PERKINS: Has Interim OK to Use Rose Growers' Cash
JETBLUE AIRWAYS: Reports Results of 2010 Stockholders' Meeting
KIEBLER RECREATION: Section 341(a) Meeting Scheduled for July 9
LANDAMERICA FIN'L: Deadline to Object to Claims Extended to Oct. 4
LANDAMERICA FIN'L: LES Trustee Has Post-Conf. Interim Report

LANDAMERICA FIN'L: Wants Documents From Citigroup, SunTrust
LAUREATE EDUCATION: Bank Debt Trades at 9% Off in Secondary Market
LEAP WIRELESS: Merger Talks with MetroPCS Remains at Impasse
LEHIGH COAL: One Member of Investor Group Allowed to Credit Bid
LEHMAN BROTHERS: Former CEO Seeks to Toss Securities Fraud Case

LEHMAN BROTHERS: Seeks To Sell 447 Artworks in September Auction
LEHMAN BROTHERS: Sells Management Contract for 3 Real Estate Funds
LEHMAN BROTHERS: Won't Close Fenway Deal Until SunCal Gets Hearing
LEVEL 3: Launches Exchange Offer for 10% Senior Notes Due 2018
LINCOLN NATIONAL: Fitch Puts 'BB+' Rating on Positive Watch

MAJESTIC STAR: Court Okays $1.5 Mil. in Incentives to Executives
METROPCS COMMUNICATIONS: Merger Talks with Leap at Impasse
MICHAELS STORES: Bank Debt Trades at 9% Off in Secondary Market
MOMENTIVE PERFORMANCE: To Pay Interest on Toggle Notes in Cash
NCO GROUP: Bank Debt Trades at 3% Off in Secondary Market

NETWORK COMMS.: Misses Interest Payment; Moody's IDR Now at 'D'
NEW LEAF: Issues $300,000 Note to Director O. Lee Tawes
NIELSEN COMPANY: Bank Debt Trades at 7% Off in Secondary Market
NIELSEN CO: S&P Puts 'B' Corp. Rating on CreditWatch Positive
NPS PHARMACEUTICALS: Columbia Wanger Holds 11.36% of Shares

NPS PHARMACEUTICALS: FMR LLC, Fidelity Hold 14.504% of Shares
NPS PHARMACEUTICALS: Reports Results of May 19 Annual Meeting
NV BROADCASTING: Employees Get Conditional Class Certification
O&G LEASING: Taps McCraney Montagnet as Bankruptcy Counsel
O&G LEASING: Taps YoungWilliams as Corporate Counsel

OK ETON SQUARE: Taps Eric A. Liepins as Bankruptcy Counsel
PACIFIC METRO: Files for Bankruptcy After Missing $1-Mil. Payment
PAPPAS TELECASTING: Judge Grants Bid to Dismiss Bankruptcy
PARK-OHIO INDUSTRIES: S&P Affirms 'B' Corporate Credit Rating
PENTON BUSINESS: Post-Emergence Company Has 'Caa1' from Moody's

PETTERS GROUP: No Restitution for Victims of $4B Ponzi Scheme
PINNACLE FOODS: Bank Debt Trades at 6% Off in Secondary Market
POWER EFFICIENCY: Reports Results of 2010 Stockholders' Meeting
PRECISION DRILLING: Incorporation Won't Move Moody's 'Ba2' Rating
PRECISION DRILLING: S&P Assigns 'BB' Corporate Credit Rating

PRIME GROUP: Terminates Registration of 9% Series B Preferreds
RJ YORK: U.S. Trustee Wants Case Dismissed Due to Lift of Stay
RM HOTELS: Taps Macey Wilensky as Bankruptcy Counsel
SAIGON NATIONAL: Continues to Miss Dividend Payments to Treasury
ROTHSTEIN ROSENFELDT: Luxury Cars, Yachts Bring $5.8MM at Auction

SAINT VINCENTS: Insists on Terms of Kramer Levin Retention
SAINT VINCENTS: Refutes U.S. Trustee Objection to Shattuck
SAINT VINCENTS: Wants U.S. Trustee Objection to Cain Overruled
SAND HILL: Seeks to Employ Oppel Goldberg as Bankruptcy Counsel
SERVICE MASTER: Bank Debt Trades at 8% Off in Secondary Market

SOUTH BAY: General Claims Bar Date Set for July 20
SOUTH BAY: Proposes to Compensate Insiders
SOUTH BAY: Wants Plan Exclusivity Until November 17
SOUTHEAST BANKING: Plan Effective Deadline Extended until July 31
SPORTSSTUFF INC: Appeals Panel Blocks Deal with Three Insurers

SWIFT TRANSPORTATION: Bank Debt Trades at 7% Off
TAYLOR BEAN: Freddie Mac Doesn't Want Panel in Lloyds' Suit
TEXAS RANGERS: Section 341(a) Meeting Scheduled for July 7
TEXAS RANGERS: Alex Rodriguez Named to Creditors' Committee
TIERONE BANK: Closed; Great Western Bank Assumes All Deposits

TRIBUNE CO: 150++ Claims Change Hands in May
TRIBUNE CO: Asks for Oct. 29 Extension for Removal Period
TRIBUNE CO: Given by Court More Time to Resolve DS Objections
TRUMP ENTERTAINMENT: Icahn Drops Bid to Delay Chapter 11
UAL CORP: Continental CEO Says Better Liquidity Prompted Merger

U.S. CONCRETE: Contested Plan Headed for Vote
U.S. CONCRETE: Equity Holders Want Official Committee
US FOODSERVICE: Bank Debt Trades at 13% Off in Secondary Market
USEC INC: Toshiba and Babcock & Wilcox to Invest $200 Million
UTSTARCOM INC: Completes Sale of Facility in Hangzhou, China

VALASSIS COMMS: Bank Debt Trades at 3% Off in Secondary Market
VELOCITA WORLDWIDE: Former Workers Off Hook for Secrets Settlement
VISUAL MANAGEMENT: Posts $844,931 Net Loss in Q1 2010
VITOIL-SCOTTISH: Hearing on Trustee Appointment Set for June 22
WASHINGTON MUTUAL: Judge Delays Ruling on Disclosure Statement

WEST CORP: 2013 Bank Debt Trades at 7% Off in Secondary Market
WEST CORP: 2016 Bank Debt Trades at 5% Off in Secondary Market
WESTMORELAND COAL: Reports Results of May 20 Annual Meeting
WESTMORELAND COAL: Todd Myers Steps Down as VP of Coal Sales
WORLDSPACE INC: CEO Samara's Yazmi Buys Satellites for $5.5-Mil.

YRC WORLDWIDE: 2010 Stockholders' Meeting Set for June 29
YRC WORLDWIDE: Forms Joint Committees with IBT
YUCCA GROUP: Court Approves Access to Lender's Cash Collateral
YUKON-NEVADA GOLD: Posts $51.4 Million Net Loss for Q1 2010
ZALE CORP: Has Until June 15 to Pay Citi under Credit Card Deal

ZALE CORP: Reports $12.1 Million Net Loss for April 30 Quarter
ZALE CORP: Bars Directors & Executives from Trading Shares
ZALE CORP: To Seek Stockholders' OK to Issue More Shares

* Bank Failures This Year Now 81 as 3 Banks Shut Friday
* S&P Report: Default Rate to Have Dropped to 6.7% in May
* S&P's Global Corporate Default Tally Rises to 36 in 2010

* May Bankruptcy Filings Increase 10.4% From Year Earlier
* Public Company Ch 11 Cases Concluding in Half the Time in 2009

* Warren Buffett Warns State & Local Govts May Seek Bailouts

* BOND PRICING -- For Week From May 31 to June 4, 2010


                            *********



2665 GENEVA: Taps Schinner Law to Handle Reorganization Case
------------------------------------------------------------
The Hon. Thomas E. Carlson of the U.S. Bankruptcy Court for the
Northern District of California authorized 2665 GENEVA, LLC, to
employ The Schinner Law Group as counsel.

TSLG will represent the Debtor in the Chapter 11 proceedings.

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

The firm can be reached at:

     The Schinner Law Group
     96 Jessie St.
     San Francisco, CA 94105
     Tel: (415) 369-9050
     E-mail: jambeck@schinner.com

San Francisco, California-based 2665 GENEVA, LLC, filed for
Chapter 11 bankruptcy protection on March 18, 2010 (Bankr. N.D.
Calif. Case No. 10-30951).  The Company estimated its assets and
debts at $10,000,001 to $50,000,000 as of the Chapter 11 filing.


2665 GENEVA: Files List of 20 Largest Unsecured Creditors
---------------------------------------------------------
2665 GENEVA, LLC, filed with the U.S. Bankruptcy Court for the
Northern District of California a list of its largest unsecured
creditors, disclosing:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
East West Bank                 Mortgage Lender   $29,365,000
fka United Comm Bank
26 O'Farrel St., 7th Floor
San Francisco, CA 94108

Geneva Avenue Investors, LP    Mortgage Lender    $5,874,000
c/o Schermco, Inc.
225 Bush St., Suite 1600
San Francisco, CA 94104

Brian F. Spiers and            Mortgage Lender    $1,922,000
Debi M. Spiers
123 Knockash Hill
San Francisco, CA 94127

Al Baldini                     Mortgage Lender    co-lender of
20 Acorn Drive                                    Mr. Spiers
Hillsborough, CA 94010

Pacific Realty Exchange, Inc.  Mortgage Lender    co-lender of
395 W. Portal Avenue                              Mr. Spiers
San Francisco, CA 94127

O'Sullivan Construction &
Building, Inc.                 General Contractor $1,147,000
P.O. Box 590176
San Francisco, CA 94159

San Mateo County Tax Collector Property Taxes       $133,617

Fergus O'Sullivan              Loan                  $10,000

PG&E                           Trade Debt             $3,250

San Francisco Fire Protection  Trade Debt               $870

AT&T                           Trade Debt                --

San Francisco, California-based 2665 GENEVA, LLC, filed for
Chapter 11 bankruptcy protection on March 18, 2010 (Bankr. N.D.
Calif. Case No. 10-30951).  The Company estimated its assets and
debts at $10,000,001 to $50,000,000 as of the Chapter 11 filing.


ADESA INC: Bank Debt Trades at 5% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which ADESA, Inc., is a
borrower traded in the secondary market at 95.04 cents-on-the-
dollar during the week ended Friday, June 4, 2010, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This shows an increase of 0.84 percentage points
from the previous week, The Journal relates.  The Company pays 225
basis points above LIBOR to borrow under the facility.  The bank
loan matures on Oct. 21, 2013, and carries Moody's Ba3 rating and
Standard & Poor's B+ rating.  The debt is one of the biggest
gainers and losers among 186 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

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


ADVOCATE FINANCIAL: Hires Law Firms for 2 Collection Cases
----------------------------------------------------------
Hon. Elizabeth W. Magner of the U.S. Bankruptcy Court for the
Eastern District of Louisiana granted Advocate Financial LLC
authority to employ Liskow & Lewis, A P.L.C., and Kingsmill Riess,
L.L.C., as special counsel, pursuant to Section 327(e) of the
Bankruptcy Code.

As part of its ongoing business, the Debtor would lend monies to
attorneys to finance their cases.  On occasion, the borrowers
would default on their loans, and it would be necessary for the
Debtor to pursue litigation against its borrowers.  Liskow & Lewis
and Kingsmill Riess represent the Debtor in two collection
matters:

     -- Liskow & Lewis:

        Byard Edwards, Jr. Law Offices, L.L.C. v. Advocate
          Financial, L.L.C.
        19th Judicial District Court for the Parish of East Baton
          Rouge, Louisiana
        No. C554430, Section 26

     -- Kingsmill Riess:

        Advocate Financial, L.L.C. vs. Lester J. Waldmann,
          Elizabeth M. Waldmann and Lester J. Waldmann, a
          Professional Law Corporation
        24th Judicial District Court for the Parish of Jefferson,
          Louisiana
        No. 643-975, Division "C"

The Debtor maintains that Liskow & Lewis and Kingsmill Riess do
not hold or represent any interest adverse to the Debtor with
respect to those matters for which they are to be employed.  The
Debtor maintains that Liskow & Lewis and Kingsmill Riess had no
connection with the Debtor, its creditors or any party-in-interest
in the Debtor's bankruptcy case, or their attorneys or other
professionals, or any employee of the United States Trustee's
Office, other than that the two law firms provided services to the
Debtor prior to the Petition Date.

     -- Liskow & Lewis:

        Philip K. Jones, Jr. -- $405
        Dena L. Olivier -- $330
        Carey Menasco -- $225
        Linda Lusk (paralegal) -- $120

     -- Kingsmill Riess:

        Marguerite K. Kingsmill -- $375
        Senior Associates -- $295
        Associates -- $225
        Paralegals -- $90

Liskow & Lewis and Kingsmill Riess will also seek reimbursement
for all expenses.

New Orleans, Louisiana-based Advocate Financial, L.L.C., filed for
Chapter 11 bankruptcy protection on May 25, 2010 (Bankr. M.D. La.
Case No. 10-10767).  The Company estimated its assets and debts at
$10,000,001 to $50,000,000.


ADVOCATE FINANCIAL: Taps Baldwin Haspel as Bankruptcy Counsel
-------------------------------------------------------------
Hon. Elizabeth W. Magner of the U.S. Bankruptcy Court for the
Eastern District of Louisiana granted Advocate Financial LLC
authority to employ Dennis M. Laborde, Stephen P. Schott and The
Baldwin Haspel Burke & Mayer as its bankruptcy counsel.  BHBM will
render general legal services to the Debtor as needed throughout
the course of the Chapter 11 case, including bankruptcy,
corporate, finance, collection matters and tax advice.

BHBM's hourly billing rates for bankruptcy work range from $180 to
$325 for attorneys and $90 for paralegals.  These professionals
are presently expected to have primary responsibility for
providing services to the Debtor:

                                 Hourly Rate
                                 -----------
          Dennis M. Laborde         $325
          Stephen P. Schott         $300
          Associates             $180 to $250
          Paralegals                 $90

On March 1, 2010, prior to the filing of the bankruptcy case, BHBM
received a $50,000 retainer from the Debtor to serve as security
for services to be rendered prepetition and the filing fees for
the bankruptcy case.  The retainer was placed in a trust account.
The amount of attorneys' fees and costs that were incurred for its
prepetition services rendered and expenses incurred on behalf of
the Debtor was approximately $21,000.

Mr. Draper, Esq., attests that BHBM is a "disinterested person" as
that term is defined in Section 101(14) of the Bankruptcy Code, as
modified by Section 1107(b) of the Bankruptcy Code, and that the
firm does not hold or represent an interest adverse to the Debtor
or its estate, in accordance with Section 327 of the Bankruptcy
Code.

BHBM may be reached at:

     Dennis M. Laborde, Esq.
     Stephen P. Schott, Esq.
     BALDWIN HASPEL BURKE & MAYER, LLC
     1100 Poydras Street
     2200 Energy Centre
     New Orleans, LA 70163-2200
     Tel: (504) 569-2900
     Fax: (504) 569-2099

New Orleans, Louisiana-based Advocate Financial, L.L.C., filed for
Chapter 11 bankruptcy protection on May 25, 2010 (Bankr. M.D. La.
Case No. 10-10767).  The Company estimated its assets and debts at
$10,000,001 to $50,000,000.


AFC ENTERPRISES: Reports $5.8 Mil. Net Income for April 18 Qtr
--------------------------------------------------------------
AFC Enterprises, Inc., reported results for first quarter 2010
which ended April 18, 2010.  The Company also reaffirmed guidance
for fiscal 2010 and provided a business update on its Strategic
Plan.

First Quarter 2010 Highlights Compared to First Quarter 2009:

     -- Reported net income was $5.8 million, or $0.23 per diluted
        share, compared to $5.0 million, or $0.20 per diluted
        share, last year.  Adjusted earnings per diluted share
        were $0.23 compared to $0.21 last year.

     -- Total system-wide sales increased 2.1% compared to a 1.1%
        increase last year.

     -- Global same-store sales decreased 0.3% compared to a 0.2%
        increase last year. Domestic same-store sales decreased
        0.4% compared to a 0.3% decrease last year.  International
        same-store sales increased 1.2% compared to a 4.8%
        increase in 2009.

     -- The Popeyes system opened 17 restaurants and permanently
        closed 12 restaurants, resulting in 5 net openings.

     -- EBITDA was $13.4 million, at 30.6% of total revenue,
        compared to first quarter 2009 EBITDA of $11.5 million, at
        24.0% of total revenue.

     -- Outstanding debt was reduced by $6.8 million to
        $75.8 million.

     -- The Company's free cash flow was $6.8 million compared to
        $7.1 million last year.

At April 18, 2010, the Company had $114.6 million in total assets
against $34.1 million in total current liabilities and $92.0
million in total long-term liabilities, resulting in $11.5 million
in stockholders' deficit.

AFC Enterprises Chief Executive Officer Cheryl Bachelder stated,
"Popeyes delivered solid earnings performance for the first
quarter. Our same-store sales were slightly negative; however,
this was in part a function of a planned change in first quarter
media timing versus a year ago. Our national promotion events were
in-line with our expectations, as we have continued to outpace the
chicken QSR category for the eighth consecutive quarter."

"In today's intensely competitive and increasingly global
marketplace, building our brand with culinary innovation is one of
our key strategic initiatives. As such, we are excited to announce
two new menu offerings which are being introduced next week --
Popeyes Wicked Chicken and Cane Sweeeet Iced Tea. Wicked Chicken
is a fun and portable new way to eat lunch at Popeyes and it is
our first global limited-time promotion. Cane Sweeeet Iced Tea is
our own proprietary tea recipe that is fresh brewed and sweetened
with cane sugar instead of corn syrup. Both of these new menu
items are sourced from our distinctive Louisiana heritage."

                       Fiscal 2010 Guidance

The Company continues to project global same-store sales to be in
the range of negative 1.0 to positive 2.0% for 2010, given the
continuing challenges of the global economic environment and the
intensely competitive restaurant sector.

Popeyes expects its global new openings to remain consistent with
previous guidance in the range of 110-130 restaurants.  The
Company will continue to close underperforming restaurants and
enforce higher operating standards throughout the system.  As a
result, the Company projects system-wide unit closings to be
approximately 100 restaurants, yielding 10-30 net openings in
2010, consistent with the Company's previous guidance.  Popeyes
restaurant closures typically have sales significantly lower than
the system average.

The Company continues to expect its fiscal 2010 general and
administrative expense rate to be consistent with last year's rate
of 3.1% to 3.2% of system-wide sales, among the lowest in the
restaurant industry.  The Company will continue to tightly manage
general and administrative expenses and invest in its
international business and core initiatives of the Company's
Strategic Plan.  This includes new product innovation to drive
traffic, operational tools and training to improve the guest
experience, and productivity initiatives to strengthen restaurant
profitability.

Consistent with previous guidance, the Company expects 2010
diluted earnings per share to be in the range of $0.73 to $0.77.

                        Long-Term Guidance

Consistent with previous guidance, over the course of the next
five years, the Company believes the execution of its Strategic
Plan will deliver on an average annualized basis the following
results: same-store sales growth of 1% to 3%; net new unit growth
of 4% to 6%; and earnings per diluted share growth of 13% to 15%.

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?6418

A full-text copy of the Company's Form 10-Q report is available at
no charge at http://ResearchArchives.com/t/s?6417

                       About AFC Enterprises

Atlanta, Georgia-based AFC Enterprises, Inc. (NASDAQ: AFCE) --
http://www.afce.com/-- is the franchisor and operator of
Popeyes(R) restaurants, the world's second-largest quick-service
chicken concept based on number of units.  As of April 18, 2010,
Popeyes had 1,944 operating restaurants in the United States,
Puerto Rico, Guam and 27 foreign countries.

                           *     *     *

As reported by the Troubled Company Reporter on December 18, 2009,
Moody's Investors Service affirmed all ratings of AFC Enterprises,
including its B1 Corporate Family Rating and Ba3 rating of its
senior secured credit facilities, with a stable outlook.  Its
Speculative Grade Liquidity rating was affirmed at SGL-3
concurrently.


AFC ENTERPRISES: Shareholders Elect 7 to Board of Directors
-----------------------------------------------------------
AFC Enterprise, Inc., on May 20, 2010, held its 2010 Annual
Shareholders Meeting.  The shareholders elected these nominees to
the board of directors to serve a one-year term:

     -- John M. Cranor, III;
     -- John F. Hoffner;
     -- Victor Arias, Jr.;
     -- R. William Ide, III;
     -- Cheryl A. Bachelder;
     -- Kevin J. Pennington; and
     -- Carolyn Hogan Byrd

The shareholders also voted to ratify the appointment of
PricewaterhouseCoopers LLP as the Company's independent registered
public accounting firm for the fiscal year ending December 26,
2010.

The shareholders also voted to approve the material terms of the
performance goals under the Company's Annual Executive Bonus
Program.

                       About AFC Enterprises

Atlanta, Georgia-based AFC Enterprises, Inc. (NASDAQ: AFCE) --
http://www.afce.com/-- is the franchisor and operator of
Popeyes(R) restaurants, the world's second-largest quick-service
chicken concept based on number of units.  As of April 18, 2010,
Popeyes had 1,944 operating restaurants in the United States,
Puerto Rico, Guam and 27 foreign countries.

At April 18, 2010, the Company had $114.6 million in total assets
against $34.1 million in total current liabilities and $92.0
million in total long-term liabilities, resulting in $11.5 million
in stockholders' deficit.

                           *     *     *

As reported by the Troubled Company Reporter on December 18, 2009,
Moody's Investors Service affirmed all ratings of AFC Enterprises,
including its B1 Corporate Family Rating and Ba3 rating of its
senior secured credit facilities, with a stable outlook.  Its
Speculative Grade Liquidity rating was affirmed at SGL-3
concurrently.


AFFINION GROUP: Bank Debt Trades at 4% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Affinion Group,
Inc., is a borrower traded in the secondary market at 96.10 cents-
on-the-dollar during the week ended Friday, June 4, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This shows a drop of 0.98 percentage
points from the previous week, The Journal relates.  The Company
pays 250 basis points above LIBOR to borrow under the facility,
which matures on March 1, 2012.  The debt is not rated by Moody's
and Standard & Poor's.  The debt is one of the biggest gainers and
losers among 186 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.

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

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


AL GULF: Moody's Assigns 'Ba2' Rating $305 Mil. Senior Loan
-----------------------------------------------------------
Moody's Investors Service has assigned a Ba2 rating to the
$305 million senior secured term loan facility due 2016 (or
possibly 2017), to be issued by AL Gulf Coast Terminals, LLC.  AL
GCT is a holding company set up by ArcLight Capital Partners, LLC
to hold its 100% ownership interest in Houston Fuel Oil Terminal
Company, which it acquired in two stages in 2007 and 2009.  The
rating outlook is stable.

Loan proceeds will primarily be used to: i) pay a distribution
to equity in the amount of $138.9 million; ii) repay an existing
HoldCo credit facility in the amount of $150.0 million; and
iii) cash fund a debt service reserve account, which is sized to
meet 6-months of required debt service.

ArcLight owns AL GCT, and in turn HFOTCO, through ArcLight Capital
Partners Fund IV, LP.  Subsequent to the acquisition of HFOTCO,
ArcLight is pursuing a recapitalization plan through the HoldCo,
its wholly owned subsidiary, AL GCT.

Fund IV is a $2.1 billion private equity fund formed by ArcLight,
a private equity investment firm founded in 2001 and focused
exclusively on the power and energy sectors.  ArcLight has
approximately $6.8 billion under management, with over 6,000 net
MWs in operation or construction across its four funds.  ArcLight
owns a diverse portfolio of companies in the power generation,
transmission and distribution, midstream and upstream sectors.

The operating company, HFOTCO, is the largest provider of residual
fuel and crude oil storage in the Gulf Coast with 11.6 million
barrels of tankage, which will increase to 13.3 million barrels by
September, 2010.  In addition, HFOTCO is one of the largest such
facilities in the world.  HFOTCO's sheer scale also enables the
company to provide additional ancillary services and optionality
for its customers, including product heating, blending and
transportation services for regional refiners, major integrated
oil companies and trading operations.  The facility's existing
infrastructure also offers customers multiple inbound/outbound
logistics options including: deepwater ship, ocean barge, inland
barge, truck, rail and pipeline access.

The Ba2 rating reflects the highly contracted nature of the cash
flows, the low operating risk associated with this storage asset,
the credit quality of the contract counterparties and the contract
diversification.  However, the rating also reflects the high
consolidated leverage on the combined enterprise and the
structural subordination of the HoldCo term loan facility to the
debt at the OpCo level.  Repayment of the HoldCo loan is dependent
upon residual, distributed cash flows coming up from the OpCo
after servicing debt at the OpCo level.  The current capital
structure also incorporates a significant amount of consolidated
leverage, at approximately 8 times Debt to EBITDA in 2010.  Having
said that, the rating also considers several qualitative project
elements with emphasis on key credit strengths relating to
HFOTCO's strong market position, low operating risk and strong
customer base support.

The Ba2 senior secured rating for AL GCT considers these
strengths:

-- All rental revenues are 100% contracted on a take-or-pay basis
    with fixed rate capacity charges, providing a stable and
    predictable stream of cash flows

-- No commodity risk; HFOTCO does not take title to the inventory
    being stored in its facilities

-- HFOTCO's strategic location combined with supporting
    infrastructure provide high barriers to entry

-- Contracted counterparts are largely investment grade with long
    tenured relationships (15-yr avg.)

-- Contract diversity, where no one customer represents more than
    8% of capacity

-- The terminal is tied to the international market for residual
    oil, bunker fuel, asphalt and other "black" oil markets, where
    growth in the developing world -- especially India and China -
    - which needs these products to support economic growth and
    electricity production, helps to offset declines in the
    developed OECD world.  The size of the market imbalance is
    more important to HFOTCO than the size of the total domestic
    market for resid that continues to decline.

-- Low business and operating risk profile

-- HFTOCO enjoys a 3.5 million barrel capacity backlog from
    prospective and existing customers, providing additional
    headroom should a customer leave unexpectedly

-- Management team is strong and well experienced; Arclight is a
    strong sponsor, playing a proactive role in many of their
    projects

-- Existing residual fuel tanks can easily be converted to
    support other fuel types should it be necessary

The rating also reflects these areas of credit concern:

-- Structural subordination; the borrower will be structurally
    subordinated to debt at HFOTCO; no deleveraging is expected at
    HFOTCO under the base case

-- Refinancing risks associated with debt at HFOTCO can
    potentially diminish OpCo's ability to supply sufficient cash
    flow to the borrower

-- There is also refinancing risk at Al GCT under certain
    downside scenarios

-- About 56% of existing storage lease agreements are pending
    renewal at a higher rate within the term loan tenor period;
    Re-contracted rates are expected to be significantly higher
    than their prior rates (average increase of 40-50%)

-- Contracts are not long term (typically 3 to 5 years), but
    customers have historically renewed; all customers who have
    come up for renewal at the end of 2009 and the first quarter
    of 2010 have done so even at the higher recontracted rate

-- Significant reliance on residual fuel, combined with potential
    consolidations in the U.S. oil refining business exposes
    HFOTCO to unexpected demand risks born by customers

-- Minor construction risk with regards to Phase 1 & 2 expansion
    projects, which is expected to be completed by September 2010;
    and ship dock #4 expansion plan expected to be completed by
    2011; HFOTCO bears all construction risk by self performing
    the construction project

-- Increased global environmental regulation may reduce the use
    of residual oil, which can potentially further weaken demand
    prospects for residual fuel

The credit facilities will be secured by a perfected first
priority security interest in all the assets of AL GCT and the
Sponsor's interest in the Borrower.

Moody's also considered structural features in the term loan
agreement, including a cash sweep of 50% or up to 100% subject to
a Target Debt Balance test for years 1-3; 75% for year 4; and 100%
for years 6-7.  The transaction provides for only a 1% required
annual amortization, with additional amortization to be based upon
the cash flow sweep mechanism.  There is also a 6-month debt
service reserve covering forward interest and scheduled debt
service, which will be funded in cash or via a letter of credit to
be provided by the Sponsor and a set of financial and other
covenants that restrict the business and financial activities of
the Borrower.  There will also be a prohibition on additional debt
at the Borrower, AL GCT as well as limitations on the incurrence
of additional debt at HFOTCO.  Additional debt at HFOTCO will be
limited to up to $50 million, which can only be used for new tank
storage or for other capex purposes and is subject to rating
affirmation of the rating at the HoldCo.  This will help to limit
the amount of structural subordination at the operating company
level.

The stable outlook reflects the expectation that the diversified
portfolio of contracts will generate relatively stable and
predictable cash flows, as the cash flows are derived from medium
term contracts with predominantly investment grade counterparties.

Positive trends that could lead Moody's to consider an upgrade
would include more rapid paydown of debt than currently projected
and better than projected base case financial performance.
Negative trends that could lead Moody's to consider a downgrade
would include credit deterioration by contractual off-takers,
substantial financial and/or operating performance difficulties
that result in a meaningful loss of cash flow available for debt
service.

The rating is predicated upon final documentation in accordance
with Moody's current understanding of the transaction and final
debt sizing consistent with initially projected credit metrics.

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

AL Gulf Coast Terminals, LLC is a special purpose entity formed by
ArcLight Capital Partners, LLC to hold its 100% ownership interest
in Houston Fuel Oil Terminal Company.  HFOTCO is the largest
provider of residual fuel and crude oil storage in the Gulf Coast
with 11.6 million barrels of tankage, which will increase to
13.3 million barrels by September, 2010.


ALICO CROSSING: Files for Chapter 11 in Fort Myers, Florida
-----------------------------------------------------------
Alico Crossing LLC filed for Chapter 11 on June 2 in Fort Myers,
Florida (Bankr. M.D. Fla. Case No. 10-13371).

Alico Crossing is the owner of the Alico Commons shopping
center in Bonita Springs, Florida.  The Debtor listed assets of
$1 million to $10 million and debts of $10 million to $50 million.

According to Bill Rochelle at Bloomberg News, the Debtor filed a
Chapter 11 petition in the face of the July 1 maturity of a $15.6
million mortgage owing to JPMorgan Chase Bank NA.  The Company
said it intends to use Chapter 11 to restructure the mortgage.
Lease rates have declined from $22 to $25 a square foot to the
range of $12 to $16 a foot, the owner said.

"All small shop leasing prospects virtually disappeared," the
Company said in a court filing, according to Bloomberg.  Three
anchor tenants signed leases.  One negotiated the price of the
lease down to $12 a square foot from $16, according to the filing.
Another anchor tenant defaulted on its obligations, the owner
contends.

Hugo S. de Beaubien, Esq., and Steven M Berman, Esq., at Shumaker,
Loop & Kendrick, LLP, represent the Debtor in its Chapter 11
effort.


AMERCABLE INCORPORATED: Moody's Affirms 'B3' Corp. Family Rating
----------------------------------------------------------------
Moody's Investors Service revised AmerCable Incorporated's ratings
outlook to negative from stable.  Concurrently, Moody's affirmed
the company's B3 corporate family rating, B3 probability-of-
default rating, and the B2 ratings on its first lien senior
secured credit facilities.

The ratings affirmation reflects Moody's expectation that
AmerCable will grow its revenues and earnings in the second half
of 2010 such that credit metrics will improve from current levels.
That said, the rating also incorporates the likelihood for credit
metrics to further deteriorate over the short-term given the
company's comparatively strong operating performance in the second
quarter of 2009.  In addition, ongoing challenges in the oil & gas
segment could threaten a potential earnings recovery.

The negative outlook reflects Moody's concern over AmerCable's
ability to comply with the financial covenants governing the
credit facility.  In Moody's opinion, increased default risk under
financial covenants may necessitate the need for an equity cure.
The negative outlook also captures the potential for a ratings
downgrade in the event that the company is unable to improve its
operating performance over the remainder of the year.

These ratings were affirmed:

* Corporate family rating at B3;

* Probability-of-default rating at B3.

* $15 million senior secured revolving credit facility due 2012 at
  B2 (LGD3, 38%);

* $88 million senior secured term loan due 2014 at B2 (LGD3, 38%).

The last rating action for AmerCable was on June 18, 2009, when
Moody's lowered its corporate family rating to B3 from B2 and the
ratings on the first lien senior secured credit facilities to B2
from B1.

Headquartered in El Dorado, Arkansas, AmerCable develops,
manufactures and sells highly engineered, jacketed electrical
cable products, cable assemblies and customer-driven solutions for
power, control and instrumentation applications used in severe
operating environments.


AMERICAN INT'L: Geithner Sees Other Options for Repayment
---------------------------------------------------------
The Associated Press reports U.S. Treasury Secretary Timothy
Geithner on Wednesday said American International Group has other
options for paying back its $182 billion government bailout.

AIG on Tuesday declined to accept Prudential's revised offer of
$30.38 billion for American International Assurance.  Prudential
shareholders have balked at the $35.5 billion original price.

According to the AP, Mr. Geithner praised AIG's decision to walk
away from the Prudential offer.  "AIG is now free to pursue a
bunch of other options to help maximize the return, reduce any
risk of loss to the taxpayer," Mr. Geithner told reporters at the
Treasury Department, the AP relates.

The AP notes Mr. Geithner did not address how much taxpayers may
ultimately recoup in the $182 billion bailout.  The AP recalls the
Congressional Budget Office in March estimated that the bailout
will cost taxpayers $36 billion.

The AP also notes that AIG refused to comment on the collapsed
deal other than to release a letter that Robert Benmosche, AIG
president and CEO, sent to company employees.  According to the
AP, the letter said "AIG is in the best shape it's been in two
years," and that AIG will have "several options to consider
regarding AIA -- more than we did in March."

The AP says many private analysts believe that AIG will return to
a previous effort to sell the unit in an initial public offering.

According to the AP, as of March 31, AIG's outstanding government
aid balance totaled $134.21 billion.  Of that package, AIG must
repay the government $101.61 billion in loans.  The remaining
$32.61 billion is tied to the value of assets the government took
over as part of the bailout.  As those risky investments are
repaid, that money goes directly back to the government.

                          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.


AMERICAN INT'L: Moody's Affirms Issuer Rating; Outlook Negative
---------------------------------------------------------------
Moody's Investors Service has affirmed the ratings of American
International Group, Inc. (long-term issuer rating of A3, short-
term issuer rating of Prime-1) following the termination of its
agreement to sell AIA Group Limited to Prudential plc.  The rating
outlook remains negative to reflect the significant execution risk
in AIG's restructuring plan, particularly given the weak global
economy and unsettled capital markets.

AIG and Prudential have terminated an agreement announced on
March 1, 2010, whereby Prudential would have acquired AIA for
total consideration of $35.5 billion, including $25.0 billion of
cash.  The transaction was expected to close by the end of 2010.
The termination is credit-negative for AIG, as the company is
unlikely to generate cash of that magnitude in the near term from
any other disposition of AIA.  AIG now expects to receive a
termination fee of GBP152.6 million from Prudential on July 1,
2010.

The rating affirmation is based on Moody's expectation that the US
government will continue to support AIG throughout its
restructuring, as the company seeks to revitalize its core
insurance businesses and exit noncore businesses.  The rating
agency believes that a full restructuring would allow the US
Treasury to maximize the recovery value of its Series E and Series
F preferred stock interests.

Among the alternative plans being considered for AIA, Moody's
believes, is an initial public stock offering, given that the
company was preparing for such an offering before the Prudential
deal was announced.  "Any such plan will take longer to generate
cash than was contemplated in the Prudential deal," said Bruce
Ballentine, Moody's lead analyst for AIG, "and the total
transaction value could be lower, given the difficult market
conditions."

Any diminution in the value of AIA or other subsidiaries would
reduce the protection available to AIG's unsecured creditors while
increasing the risk of loss for the Series E and Series F
preferred interests.  Nevertheless, the rating agency believes
that the preferred interests have substantial value, which
represents a cushion for unsecured creditors.

Moody's cited these factors that could lead to a stable rating
outlook for AIG: (i) improvement in the intrinsic credit profiles
of Chartis and SunAmerica Financial Group, (ii) disposition of
noncore businesses, and (iii) a transition toward a stand-alone
capital structure that is consistent with current ratings (e.g.,
adjusted financial leverage in the range of 20%-30% with pretax
interest coverage in mid-to-high single digits).

The rating agency cited these factors that could lead to a rating
downgrade: (i) another downturn in the market position or
profitability of Chartis or SFG, (ii) further delays in divesting
or unwinding noncore businesses, (iii) a transition toward a
stand-alone capital structure that is indicative of lower ratings
(e.g., adjusted financial leverage exceeding 30% with pretax
interest coverage in mid-single digits or lower), or (iv) a
reduction or withdrawal of government support before the
restructuring is complete.

AIG, based in New York City, is a leading international insurance
organization with operations in more than 130 countries and
jurisdictions.  AIG shareholders' equity was $75.0 billion as of
March 31, 2010.

The last rating action affecting AIG took place on February 26,
2010, when Moody's affirmed the ratings and reiterated the
negative outlook following the company's announcement of results
for the fourth quarter and full year of 2009.

Moody's has affirmed these ratings with a negative outlook:

* American International Group, Inc. -- long-term issuer rating at
  A3, senior unsecured debt at A3, subordinated debt at Ba2,
  short-term issuer rating at Prime-1.


AMERICAN INT'L: S&P Ratings Unmoved by AIA Sale Pact Termination
----------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on
American International Group Inc. (A-/Negative/A-1) and AIG's
insurance subsidiaries (most of which are rated A+/Negative/--)
are not affected by the company's announcement that it has
terminated its agreement to sell AIA Group Ltd. to Prudential PLC.
(On March 1, 2010, Prudential PLC had reached an agreement with
AIG to acquire AIA for US$35.5 billion.)

S&P considers this development to be a setback in AIG's overall
restructuring plan to reduce outstanding indebtedness to the
Federal Reserve Bank of New York and exit from the TARP preferred
stock owned by the U.S. Treasury Department.  Nonetheless, the
sale termination is not affecting the ratings and outlook on AIG,
as AIG still maintains a level of flexibility in selling AIA, and
its overall credit risk characteristics so far remain unchanged.
S&P believes the sale of AIA will now take longer than AIG
previously anticipated and poses increased execution risk because
of the volatile conditions in the capital and equity markets.

The ratings on AIG reflect S&P's opinion of the extraordinary
support the company has received from the U.S. government in light
of AIG's perceived status as a highly systemically important U.S.
financial institution.  The ratings are also based on S&P's view
of the company's 'A+' rated multi-line insurance subsidiaries.
S&P expect that the extraordinary government support will continue
during AIG's period of stress.  As a result, the long-term
counterparty credit rating on AIG includes a five-notch uplift
from S&P's assessment of the company's stand-alone 'BB' credit
profile.  AIG's stand-alone credit profile is 'BB' based on S&P's
view of the high level of leverage that funds its capital
structure and dependence on operating-company asset sales to repay
its debt.

During the first quarter of 2010, AIG's operating subsidiaries
that are continuing ongoing operations stabilized further, in
S&P's opinion, producing $2.2 billion in pretax operating income
despite catastrophe losses at Chartis.  Operating results continue
to benefit from the improvement in the capital markets and
contracting credit spreads, resulting in stabilizing impairments
and realized capital losses for the period.  Although future
investment losses are possible given current market conditions,
S&P believes the U.S. government's actions have reduced material
exposures, such as the guarantees on the multi-sector CDO
portfolio and securities lending asset/liability mismatch.  AIG
Financial Products Corp. continues to reduce the notional amount
of its derivative portfolio, which was $755 billion as of
March 31, 2010, 20% lower than at year-end 2009.

The negative outlook on the parent company reflects the ongoing
operational risk associated with the divestiture of AIG's noncore
assets and legislative risk related to the government's continued
willingness and ability to provide extraordinary support to AIG if
needed.  If AIG's operating performance does not improve to a
level approaching its historical performance, factoring what S&P
considers its strong but diminished competitive position, S&P
could lower the rating one notch.  However, if operating
performance returns to historical levels and capitalization
remains consistent or improves, S&P could revise the outlook to
stable.


AMWINS GROUP: S&P Affirms 'B-' Counterparty Credit Rating
---------------------------------------------------------
The original version of this article, published on April 12, 2010,
contained incorrect figures related to AmWINS' debt burden
following the merger with Colemont.  A corrected version is:

Standard & Poor's Ratings Services said it affirmed its 'B-'
counterparty credit rating on AmWINS Group Inc. The outlook
remains stable.  At the same time, S&P affirmed its 'B-' first-
lien senior secured and 'CCC' second-lien senior secured debt
ratings on AmWINS.

The affirmation follows AmWINS' April 9, 2010, announcement that
it will merge with Colemont Insurance Brokers.  AmWINS is the
second-largest wholesale broker in the U.S., according to Business
Insurance's 2009 ranking.  Colemont is the fifth-largest wholesale
broker in the U.S., with a sizable international brokerage
presence.

"The transaction is large from a revenue and earnings perspective.
Colemont's 2009 revenues totaled $115 million, compared with
AmWINS' $227 million," said Standard & Poor's credit analyst Julie
Herman.  "However, AmWINS' debt burden will increase by a very
modest $37 million, which is just under 10% of total debt and
consists of a $15 million increase in AmWINS' first-lien loan and
use of $22 million in revolver capacity, because it is funding a
material proportion of the transaction with equity."

"Further, if the merger is executed successfully, AmWINS' leverage
profile should improve modestly in 2010, with Colemont's earnings
offsetting the increased debt burden," said Ms. Herman.  Colemont
generated roughly $13.5 million in EBITDA in 2009.

The drawdown of the revolving credit facility will introduce a
total leverage restrictive covenant.  However, the company will
have a sizable amount of unrestricted cash upon the closing of the
transaction as well as a reasonable cushion relative to this
covenant.


AMR CORP: American Unit Reports May 2010 Traffic Results
--------------------------------------------------------
AMR Corp.'s American Airlines reported a May 2010 load factor of
82.8%, an increase of 3.6 points versus the same period last year.
Traffic increased 4.1% and capacity decreased 0.4% year over year.
Domestic traffic increased 1.4% year over year on 0.7% less
capacity.  International traffic increased by 8.8% relative to
last year on a capacity decrease of 0.1%.  American boarded 7.4
million passengers in May.

                       About AMR Corporation

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

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

At March 31, 2010, the Company had total assets of $25.525 billion
against total current liabilities of $8.241 billion, long-term
debt, less current maturities of $9.861 billion, obligations under
capital leases, less current obligations of $559 million, pension
and postretirement benefits of $7.531 billion, and other
liabilities, deferred gains and deferred credits of
$3.225 billion, resulting in stockholder's deficit of
$3.892 billion.

                           *     *     *

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


AMR CORP: Reports Results of May 19 Annual Stockholders Meeting
---------------------------------------------------------------
The Annual Meeting of Stockholders of AMR Corporation was held on
May 19, 2010.  Stockholders elected all of the Company's 13
nominees for Director for one-year terms:

     * Gerard J. Arpey;
     * John W. Bachmann;
     * David L. Boren;
     * Armando M. Codina;
     * Rajat K. Gupta;
     * Alberto Ibargen;
     * Ann M. Korologos;
     * Michael A. Miles;
     * Philip J. Purcell;
     * Ray M. Robinson;
     * Judith Rodin;
     * Matthew K. Rose; and
     * Roger T. Staubach

Stockholders also ratified the Audit Committee's decision to
retain Ernst & Young LLP as independent auditors for the Company
for the 2010 fiscal year.  They also rejected a proposal to allow
cumulative voting in election of outside directors.  The proposal
was submitted by Mrs. Evelyn Y. Davis.

                       About AMR Corporation

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

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

At March 31, 2010, the Company had total assets of $25.525 billion
against total current liabilities of $8.241 billion, long-term
debt, less current maturities of $9.861 billion, obligations under
capital leases, less current obligations of $559 million, pension
and postretirement benefits of $7.531 billion, and other
liabilities, deferred gains and deferred credits of
$3.225 billion, resulting in stockholder's deficit of
$3.892 billion.

                           *     *     *

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


ANPATH GROUP: Obtains Interim Approval for $200,000 DIP Loan
------------------------------------------------------------
On May 25, 2010, Anpath Group, Inc., received interim approval
from the U.S. Bankruptcy Court for the District of Delaware for
debtor-in-possession financing up to a total amount of $200,000.
A further hearing is scheduled for June 30, 2010, to approve up to
$414,000 of Debtor-in-Possession financing.  DIP Lenders will
receive a senior priority lien up to 100% of the funds advanced on
all of the assets of the Company.  The DIP Loans accrue interest
at a rate of 7% per annum, and are due and payable upon
confirmation of the Company's Plan of Reorganization.

The lenders are Anpath Lending, LLC and Laidlaw & Company (UK)
Ltd. as administrative agent for the Laidlaw Lenders.  Each of the
DIP Lenders has previously invested in or loaned money to the
Company.

A copy of the Credit and Security Agreement and a form of the Note
is available for free at http://researcharchives.com/t/s?640c

                        About Anpath Group

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

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


ARAMARK CORP: Bank Debt Trades at 5% Off in Secondary Market
------------------------------------------------------------
Participations in a syndicated loan under which ARAMARK Corp. is a
borrower traded in the secondary market at 94.61 cents-on-the-
dollar during the week ended Friday, June 4, 2010, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 1.24 percentage points
from the previous week, The Journal relates.  The Company pays 188
basis points above LIBOR to borrow under the facility, which
matures on Jan. 26, 2014.  The bank debt is not rated by Moody's
and Standard & Poor's.  The debt is one of the biggest gainers and
losers among 186 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.

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


ARCOLA HOMESTEAD: Closed; FDIC Pays Out Insured Deposits
--------------------------------------------------------
The Federal Deposit Insurance Corporation approved the payout of
the insured deposits of Arcola Homestead Savings Bank of Arcola,
Ill.  The bank was closed on June 4, 2010, by the Illinois
Department of Financial Professional Regulation -- Division of
Banking, which appointed the FDIC as receiver.

The FDIC was unable to find another financial institution to take
over the banking operations of Arcola Homestead Savings Bank.  As
a result, checks to the retail depositors for their insured funds
will be mailed on Monday, June 7.  Brokered deposits will be wired
once brokers provide the FDIC with the necessary documents to
determine if any of their clients exceed the insurance limits.
Customers who placed money with brokers should contact them
directly for more information about the status of their funds.

On Monday, June 7, the FDIC will mail checks to customers for
their insured funds in savings accounts, IRAs and certificates of
deposit (CDs).  As a convenience to local depositors, the FDIC has
made arrangements for the insured funds in checking, NOW and Money
Market accounts to be transferred to the Arcola branch of First
Mid-Illinois Bank & Trust, National Association, located at 249 W.
Springfield Road.  Customers will have access to their checking,
NOW and Money Market account funds at this branch between Monday,
June 7, and Saturday, June 12.  It is important to note, however,
that customers of Arcola Homestead Savings Bank will no longer be
able to write checks and must come in person to either claim their
money or set up a new account.  After June 12, the FDIC will mail
any remaining funds to the owner of these accounts.

As of March 31, 2010, Arcola Homestead Savings Bank had around
$17.0 million in total assets and $18.1 million in total deposits.
At the time of closing, there did not appear to be any uninsured
funds.

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-238-8209.  Beginning on Monday, June 7,
customers of Arcola Homestead Savings Bank with deposits exceeding
$250,000 at the bank may visit the FDIC's Web page "Is My Account
Fully Insured?" at:

https://www2.fdic.gov/drrip/afi/index.asp.

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $3.2 million.  Arcola Homestead Savings Bank is the 80th
FDIC-insured institution to fail in the nation this year, and the
twelfth in Illinois.  The last FDIC-insured institution closed in
the state was Midwest Bank and Trust Company, Elmwood Park, on
May 14, 2010.


ARTFEST INTERNATIONAL: Reports $749,046 Net Loss in Q1 2010
-----------------------------------------------------------
Artfest International, Inc., filed on May 20, 2010, its quarterly
report on Form 10-Q for the three months ended March 31, 2010.

The Company reported a net loss of $749,046 on $852,432 of revenue
for the three months ended March 31, 2010, compared with net
income of $280,775 on $469,000 of revenue for the three months
ended March 31, 2009.  The Company reported an operating loss of
$728,005 for the three months ended March 31, 2010, compared to an
operating loss of $29,725 for the same period last year.

The Company's balance sheet as of March 31, 2010, showed
$5,839,968 in assets, $2,323,495 of liabilities, and $3,516,474 of
stockholders' equity.

Eugene M. Egeberg, C.P.A., in his review of the Company's
financial statements for the three months ended March 31, 2010,
said the the Company's financial position and operating results
raise substantial doubt about its ability to continue as a going
concern.  "The Company has had limited operations and has not
commenced planned principal operations."

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

               http://researcharchives.com/t/s?6415

Headquartered in Dallas, Texas, Artfest International, Inc. (OTC
BB: ARTS.OB) through its wholly owned subsidiaries, Art Channel
Galleries, Inc., Artfest Direct and Charity Sports Distributors,
Inc. markets and sells paintings (both original and reproduced on
canvas using the Gicl‚e and lithograph processes), autographed
limited-edition celebrity photographs, and a wide variety of
authentic autographed memorabilia, sports memorabilia and
collectibles.


ASSOCIATED ESTATES: S&P Raises Corporate Credit Rating to 'BB-'
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Associated Estates Realty Corp. to 'BB-' from 'B+'.  At
the same time, S&P raised its issue-level rating on the company's
$48.3 million of preferred stock, which the company has publicly
disclosed it will retire on or near June 7, 2010, to 'B-' from
'CCC+'.  The outlook is positive.

"S&P's upgrades on Associated reflect the company's improved
credit profile, supported by two equity offerings in aggregate of
$169.3 million and $50.0 million debt reduction in 2010, as well
as a planned $48.3 million retirement of preferred securities and
$25.8 million retirement of trust preferred securities in the
second quarter," said credit analyst Eugene Nusinzon.  "In
addition, portfolio composition has improved, following
Associated's recent acquisition in Woodbridge, Va., and a nearly
complete 60-unit community expansion in Richmond, Va."

Mr. Nusinzon noted that these strengths are tempered by elevated
leverage, which is above that of similarly rated peers, as well as
Standard & Poor's expectations for near-term strain on the
company's operating metrics.  "The company's comparatively small
size can make it vulnerable to greater volatility amid the slowly
improving economic environment."

                              Outlook

The outlook is positive.  S&P believes that the multifamily
sector's fundamentals are beginning to turn and that portfolio
cash flow should bottom in mid-to-late 2010.  S&P also anticipates
that Associated is committed to operating at more moderate
leverage levels and that its improving portfolio composition,
balance sheet, and key credit metrics will position the company to
absorb a potential modest decline in FFO at the recently raised
rating level.  S&P would consider a one-notch upgrade if
Associated achieves measured and profitable portfolio growth that
improves diversity characteristics and reduces cash flow
volatility, further improves its leverage profile, and notably
strengthens its DSC to 2.0x, which in S&P's view, would provide a
greater cushion for the company to withstand the next economic
downturn.  Conversely, S&P would lower its rating if operating
conditions reverse course, and DSC falls below 1.6x or if FFO no
longer covers the common dividend.


AUTOZONE INC: ESL Partners et al. Disclose 36.9% Stake
------------------------------------------------------
ESL Partners, L.P.; ESL Institutional Partners, L.P.; ESL
Investors, L.L.C.; Acres Partners, L.P.; RBS Investment
Management, L.L.C.; Tynan, LLC; RBS Partners, L.P.; ESL
Investments, Inc.; Edward S. Lampert and William C. Crowley
disclosed that as part of an internal restructuring by ESL et al.
that occurred on June 2, 2010, ESL Partners distributed 2,275,821
shares of AutoZone Inc. common stock to RBS, its general partner,
following which RBS immediately distributed 2,257,761 of these
Shares to Mr. Lampert and 18,060 of these Shares to Mr. Crowley.
In addition, as part of the internal restructuring, on June 2,
2010, ESL Investments distributed 506,921 Shares to Mr. Lampert
and 10,345 Shares to Mr. Crowley.

Separately, on June 2, 2010, Acres distributed 1,182,851 Shares to
its limited partners.

The internal restructuring transactions, including the
distribution of Shares by ESL Partners and the distribution of
Shares by ESL Investments, will result in direct ownership by Mr.
Lampert and Mr. Crowley of a portion of their indirect ownership
interests in the Shares.  Specifically, ESL Partners is making a
partial distribution to RBS based on RBS's pro rata share of the
assets of ESL Partners.  Of that distribution, a portion of the
Shares indirectly owned by Mr. Lampert will initially be retained
by ESL Partners and, upon expiration or termination of the waiting
period under the Hart-Scott Rodino Antitrust Improvements Act of
1976, as amended, will be distributed to RBS, which in turn will
make a distribution to Mr. Lampert.  Filing for HSR Approval is
expected to be made shortly.

As a result of the internal restructuring, both after the
distribution of Shares, and after the additional distribution of
Shares to Mr. Lampert upon receiving HSR Approval, the combined
direct and indirect ownership of Mr. Lampert and Mr. Crowley in
AutoZone, and the pecuniary interest of each of Mr. Lampert and
Mr. Crowley in AutoZone, will not change.

In connection with the internal restructuring, on June 2, 2010,
each of Mr. Lampert and Mr. Crowley entered into a letter
agreement with ESL Partners that restricts the purchases and sales
by Mr. Lampert and Mr. Crowley of the Shares.  Pursuant to the
Lock-Up Agreements, Mr. Lampert and Mr. Crowley generally are
required to sell Shares and purchase additional Shares on a pro
rata basis with the sales and purchases of Shares made by ESL
Partners, and generally must make such sales and purchases on
substantially the same terms and conditions as ESL Partners
(subject to certain legal, tax, accounting or regulatory
considerations).  Mr. Lampert and Mr. Crowley are also restricted
from certain sales of Shares or purchases of additional Shares
except in accordance with the Lock-Up Agreements.

As of June 2, 2010, after giving effect to the internal
restructuring and the other transactions, ESL et al. may be deemed
to beneficially own an aggregate of 18,000,000 Shares (which
represents approximately 36.9% of the 48,759,768 Shares
outstanding as of March 15, 2010, as disclosed in AutoZone's
Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on March 18, 2010).

                         About AutoZone

As of February 13, 2010, in Memphis, Tenn.-based AutoZone, Inc.
(NYSE:AZO) sells auto and light truck parts, chemicals and
accessories through 4,289 AutoZone stores in 48 U.S. states plus
the District of Columbia and Puerto Rico and 202 stores in Mexico.
AutoZone is a retailer and distributor of automotive replacement
parts and accessories in the United States.  AutoZone does not
derive revenue from automotive repair or installation.

As of February 14, 2010, the Company had $5,424,992,000 in total
assets, including $2,648,713,000 in total current assets; against
total current liabilities of $2,749,324,000; debt of
$2,774,700,000; and other liabilities of $322,639,000; resulting
in stockholders' deficit of $421,671,000.


AUTOZONE INC: Reports $29.1 Million Net Income for May 8 Qtr
------------------------------------------------------------
AutoZone, Inc., reported net sales of $1.8 billion for its third
quarter (12 weeks) ended May 8, 2010, an increase of 9.9% from the
third quarter of fiscal 2009 (12 weeks).  Domestic same store
sales, or sales for stores open at least one year, increased 7.1%
for the quarter.

Net income for the quarter increased $29.1 million, or 16.7%, over
the same period last year to $202.7 million, while diluted
earnings per share increased 31.5% to $4.12 per share from $3.13
per share in the year-ago quarter.

Under its share repurchase program, AutoZone repurchased
1.5 million shares of its common stock for $266 million during the
third quarter, at an average price of $172 per share. At quarter
end, the Company had $251 million remaining under its current
share repurchase authorization.

"We are pleased to report our 15th consecutive quarter of double
digit EPS growth.  I would like to thank our AutoZoners for their
commitment to meeting or exceeding our customers' expectations.
Their commitment to exceptional customer service defines our
organization and enables our success.  Our plan remains
consistent, as we focus on improving parts coverage supported by
our enhanced hub store model, hiring, retaining and training the
best automotive parts professionals, and growing our Commercial
business.  Additionally, we reported a 26.5% trailing four-quarter
return on invested capital ratio this past quarter, as we remained
committed to our disciplined approach of growing operating
earnings while utilizing our capital effectively," said Bill
Rhodes, Chairman, President and Chief Executive Officer.

During the quarter ended May 8, 2010, AutoZone opened 21 new
stores, closed one store and replaced one store in the U.S. and
opened 10 new stores in Mexico.  As of May 8, 2010, the Company
had 4,309 stores in 48 states, the District of Columbia and Puerto
Rico in the U.S. and 212 stores in Mexico.

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?6430

                         About AutoZone

As of February 13, 2010, in Memphis, Tenn.-based AutoZone, Inc.
(NYSE:AZO) sells auto and light truck parts, chemicals and
accessories through 4,289 AutoZone stores in 48 U.S. states plus
the District of Columbia and Puerto Rico and 202 stores in Mexico.
AutoZone is a retailer and distributor of automotive replacement
parts and accessories in the United States.  AutoZone does not
derive revenue from automotive repair or installation.

As of February 14, 2010, the Company had $5,424,992,000 in total
assets, including $2,648,713,000 in total current assets; against
total current liabilities of $2,749,324,000; debt of
$2,774,700,000; and other liabilities of $322,639,000; resulting
in stockholders' deficit of $421,671,000.


AVAYA INC: Bank Debt Trades at 14% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which Avaya, Inc., is a
borrower traded in the secondary market at 85.89 cents-on-the-
dollar during the week ended Friday, June 4, 2010, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 0.85 percentage
points from the previous week, The Journal relates.  The Company
pays 275 basis points above LIBOR to borrow under the facility,
which matures on Oct. 26, 2014.   The bank debt is not rated by
Moody's and Standard & Poor's.  The debt is one of the biggest
gainers and losers among 186 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

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

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


BAYONNE MEDICAL: Overlapping Directors Didn't Make Bank Insider
---------------------------------------------------------------
WestLaw reports that a challenged transfer, whereby a nonprofit
hospital that had been experiencing cash flow problems repaid
$1 million of the $3 million in financing that it had obtained
from a bank with which it shared four of the same directors one
month in advance of its due date, upon its receipt of a $10
million bridge loan that was meant to alleviate any cash flow
problems pending an anticipated $80 million bond offering, was
conducted at "arm's length" and did not, even with the overlap
that existed between the hospital's and bank's directors, make the
bank a nonstatutory "insider," for preference-avoidance purposes.
There was no default at the time of the challenged payment, and
the hospital, though under financial pressure, was apparently
solvent.  There was no indication that the common directors
pressured the hospital into making payment.  In re Bayonne Medical
Center, --- B.R. ----, 2010 WL 2093431 (Bankr. D. N.J.) (Stern,
J.).

Allen D. Wilen, in his role as the Liquidating Trustee of Bayonne
Medical Center, sued (Bankr. D. N.J. Adv. Pro. No. 08-2256)
Pamrapo Savings Bank, S.L.A.  The Bank moved for summary judgment
and prevailed, with Judge Stern holding that the Bank was bank was
not a nonstatutory "insider," and, even if bank was an "insider,"
it was entitled to assert its "ordinary course of business"
defense to the Trustee's preference claims.

                 About Bayonne Hospital Center

Established in 1888, Bayonne Hospital Center --
http://www.BayonneMedicalCenter.org/-- operated a 278-bed, fully
accredited, award-winning acute-care hospital located in Hudson
County, N.J.  Bayonne Medical Center sought Chapter 11 protection
(Bankr. D. N.J. Case No. 07-15195) April 16, 2007.  Lawrence C.
Gottlieb, Esq., Adam C. Rogoff, Esq., and Eric J. Haber, Esq., at
Cooley Godward Kronish LLP, represent the Debtor in its
restructuring efforts.  Stephen V. Falanga, Esq., at Connell Foley
LLP, is the Debtor's local counsel.  Kurtzman Carson Consultants
LLC is the Debtor's claims and noticing agent.  Andrew H. Sherman,
Esq., and Boris I. Mankovetskiy, Esq., at Sills Cummis Epstein &
Gross PC, represent the Official Committee of Unsecured Creditors.
When the Debtor filed for protection from its creditors, it
estimated assets and debts of less than $100 million.  The
Bankruptcy Court approved the sale of the hospital for $41.5
million, consisting of $100,000 in cash, assumption of $7 million
owed to one secured creditor, and assumption of other pre- and
post-bankruptcy obligations.  The Debtor filed its first amended
joint plan of liquidation on Feb. 23, 2009, and the Bankruptcy
Court confirmed the plan on Apr. 9, 2009.


BRENT NICHOLSON: Court Fixes August 31 as Claims Bar Date
---------------------------------------------------------
The Hon. Karen A. Overstreet of the U.S. Bankruptcy Court for the
Western District of Washington directed Brent Nicholson and Mary
Nicholson to file a Chapter 11 Plan and Disclosure Statement by
October 19, 2010, or alternatively, a letter explaining why a Plan
and Disclosure Statement are not ready and otherwise describing
the status of the case.

The Court also set August 31, 2010, as the last day for any
individual or entity to file proofs of claim against the Debtors.

Seattle, Washington-based Brent Nicholson and Mary Nicholson filed
for Chapter 11 bankruptcy protection on April 22, 2010 (Bankr.
W.D. Wash. Case No. 10-14522).  Richard G. Birinyi, Esq., at
Bullivant Houser Bailey PC, assists the Company in its
restructuring effort.  The Company listed $10,821,599 in assets
and $78,442,255 in liabilities.


BRENT NICHOLSON: Taps Bullivant Houser as Bankruptcy Counsel
------------------------------------------------------------
Brent Nicholson and Mary Nicholson ask the U.S. Bankruptcy Court
for the Western District of Washington for permission to employ
Bullivant Houser Bailey PC as counsel.

The firm will render general representation of the Debtors in the
bankruptcy proceedings and will perform necessary related legal
services.

Richard G. Birinyi, Esq., tells the Court that the firm received
total payments of $10,248 for its prepetition fees and costs until
April 21, 2010.  In addition, the firm has an advance fee deposit
in its trust account of $19,752.

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

Mr. Birinyi can be reached at:

     Bullivant Houser Bailey PC
     1601 5th Ave, Suite 2300
     Seattle, WA 98101-1618
     Tel: (206) 292-8930
     E-mail: rick.birinyi@bullivant.com

             About Brent Nicholson and Mary Nicholson

Seattle, Washington-based Brent Nicholson and Mary Nicholson filed
for Chapter 11 bankruptcy protection on April 22, 2010 (Bankr.
W.D. Wash. Case No. 10-14522).  The Company listed $10,821,599 in
assets and $78,442,255 in liabilities.


BERNARD MADOFF: ASM Capital Offers to Buy Claims at 80% Discount
----------------------------------------------------------------
The Wall Street Journal's Gregory Zuckerman reports ASM Capital,
based in Woodbury, New York, is offering victims of Bernard
Madoff's Ponzi scheme either to make an immediate payment of 20%
of claims in exchange for the full claim; or make an upfront
payment of 16% of the claims, with the investor keeping 33% of
future recoveries.  For those with claims less than $1 million,
the payout could be slightly less, ASM says.

The Journal says the offers are going to investors with claims
allowed by Madoff trustee Irving Picard.

According to the Journal, ASM says it is working on deals with
about a dozen or so Madoff investors, including individuals,
charities and foundations.

"The response has been more positive than we would have expected,"
says Adam Moskowitz, ASM's president, according to the Journal.
"Usually in Ponzi schemes, people are not that trustful after."

The Journal notes Mr. Picard has said victims could see anywhere
from around 50 cents on the dollar to less than 15 cents recovery.

The Journal says that if all works to Mr. Picard's plan, investors
might see as much as 50 cents on the dollar.  Mr. Picard
acknowledges that is far from certain, but it is giving some
investors hope.  According to the Journal, so far, Mr. Picard has
collected $1.5 billion. But he is expected to recover at least
$2 billion from the estate of Jeffry Picower, an investor in Mr.
Madoff's scheme who died last fall.

The Journal also relates that in a Web site about his efforts, Mr.
Picard has used $6 billion as an example of eventual recoveries.
The Journal relates a lawyer for Mr. Picard has said the trustee
might be able to recover as much as $10 billion for investors.

                      About Bernard L. Madoff

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

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

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

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

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

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


BUILDERS FIRSTSOURCE: Reports Results of May 24 Annual Meeting
--------------------------------------------------------------
Builders FirstSource Inc.'s annual meeting of stockholders was
held on May 24, 2010.  The owners of 88,323,406 shares of the
company's common stock, representing 91.3% of the voting power
of all of the shares of common stock issued and outstanding on
March 31, 2010, the record date for the meeting, were represented
at the annual meeting.  Each share of common stock was entitled to
one vote at the annual meeting.

The Company's stockholders elected each of these individuals as a
director of the company for a term of three years: Mr. Ramsey A.
Frank (63,915,561 votes in favor and 6,582,768 votes withheld),
Mr. Kevin J. Kruse (63,920,886 votes in favor and 6,577,443 votes
withheld), and Mr. Floyd F. Sherman (67,627,030 votes in favor and
2,871,299 votes withheld).  There were 17,825,077 broker non-votes
with regard to the election of directors.  Mr. Paul S. Levy, Mr.
David A. Barr, Mr. Cleveland A. Christophe, and Mr. Craig A.
Steinke continue as directors and, if nominated, will next stand
for re-election at the 2011 annual meeting of stockholders.  Mr.
Michael Graff, Mr. Robert C. Griffin, and Mr. Brett N. Milgrim
continue as directors and, if nominated, will next stand for re-
election at the 2012 annual meeting of stockholders.

The stockholders also ratified the appointment of
PricewaterhouseCoopers LLP as the Company's independent registered
public accounting firm for the year ending December 31, 2010.

                  About Builders FirstSource

Headquartered in Dallas, Texas, Builders FirstSource Inc. --
http://www.bldr.com/-- is a supplier and manufacturer of
structural and related building products for residential new
construction.  The company operates in 9 states, principally in
the southern and eastern United States, and has 55 distribution
centers and 51 manufacturing facilities, many of which are located
on the same premises as its distribution facilities.

The Company's balance sheet at March 31, 2010, showed
$491.0 million in total assets and $282.4 million in total
liabilities, for a $218.6 million stockholders' equity.

                           *     *     *

According to the Troubled Company Reporter on Jan. 28, 2010,
Standard & Poor's Ratings Services raised its corporate credit
rating on Dallas-based Builders FirstSource Inc., a manufacturer
and supplier of building products for new residential
construction, to 'CCC+' from 'SD'.  The outlook is positive.


BWAY CORPORATION: Moody's Assigns 'B3' Rating on Senior Notes
-------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to the new senior
unsecured notes due 2018 and affirmed the B1 corporate family
rating and negative outlook of BWAY Corporation.  The rating is in
response to the company's announcement on June 3, 2010, that it
intends to offer $200 million aggregate principal amount of senior
unsecured notes due 2018.  Additional ratings are detailed below.

The proceeds will be used to help finance the previously announced
proposed acquisition of BWAY Holding Company by investment funds
affiliated with Madison Dearborn Partners, LLC, through a merger
of Picasso Merger Sub, Inc., with and into the Company.  The
obligations of Merger Sub under the Notes will be assumed by the
Company by operation of law upon consummation of the merger.  The
net proceeds from the offering of the Notes will be used to
finance in part the consideration to be paid in the Merger, to
refinance the Company's existing indebtedness in connection with
the Merger and to pay fees and expenses related to the Merger and
the associated financings.

Moody's took these rating actions for Picasso Merger Sub, Inc.:

-- Assigned $200 million senior unsecured notes due 2018, B3 (LGD
    5, 86%)

-- Affirmed $75 million revolving credit facility due 2015, Ba3
    (LGD 3, 35%)

-- Affirmed $490 million senior secured term loan B due 2018, Ba3
    (LGD 3, 35%)

-- Affirmed corporate family rating, B1

-- Affirmed probability of default rating, B1

The ratings outlook is negative.

Moody's took these rating actions for BWAY Corporation:

-- Affirmed $50 million senior secured first lien revolver due
    2012, Ba2 (LGD 2, 25%) expected to be withdrawn after
    completion of the transaction

-- Affirmed $5 million Canadian senior secured first lien
    revolver due 2012, Ba2 (LGD 2, 25%) expected to be withdrawn
    after completion of the transaction

-- Affirmed $190 million senior secured first lien term loan B
    due 2013, Ba2 (LGD 2, 25%) expected to be withdrawn after
    completion of the transaction

-- Affirmed $50 million senior secured first lien term loan C due
    2012, Ba2 (LGD 2, 25%) expected to be withdrawn after
    completion of the transaction

-- Affirmed $228.5 million 10% senior subordinated notes due
    2014, B3 (LGD 5, 77%) expected to be withdrawn after
    completion of the transaction

-- Affirmed speculative grade liquidity rating, SGL-2

-- Affirmed corporate family rating, B1

-- Affirmed probability of default rating, B1

The ratings outlook is negative.

The ratings are subject to receipt and review of the final
documentation.

The negative outlook reflects the material increase in debt for
the leveraged buyout, risks inherent in the company's acquisition
strategy and significant exposure to the building products market.
Although the company is anticipated to benefit from the
integration of recent acquisitions, ongoing cost cutting, and its
pledge to dedicate near term free cash flow to debt reduction,
there is the potential for negative variance in operating
performance and acquisition risk.

BWAY's B1 corporate family rating reflects credit risks resulting
from the high concentration of sales, cyclical nature of the
primary end market and acquisition strategy.  The company derives
approximately 40% of its revenues from housing related products
(including paint and other building products) and 17% stem from
Sherwin Williams.

The ratings are supported by the company's dominant share in its
markets, the limited number of alternate suppliers with scale and
breadth of product line, and barriers to entry in the industry.
BWAY also benefits from strong liquidity and long standing
customer relationships.  The ratings are also supported by
anticipated benefits from the integration of recent acquisitions,
ongoing cost cutting, and the company's pledge to dedicate near
term free cash flow to debt reduction.

Moody's last rating action on BWAY occurred on May 12, 2010, when
Moody's revised the ratings outlook to negative from positive,
affirmed the B1 corporate family rating and assigned ratings to
the new senior secured credit facilities.

Headquartered in Atlanta, Georgia, BWAY Corporation is a North
American manufacturer of metal paint and specialty containers and
industrial general line rigid plastic containers for industrial
and consumer products.  Revenues for the twelve months ended
March 31, 2010, were approximately $953 million.


CAPMARK FINANCIAL: Auction of Georgetown Park Loan Set for June 24
------------------------------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court signed
an order in the Capmark Financial Group case scheduling a June 24
auction in connection with the sale of the Georgetown Park
Partners Loan.  Under the court-approved bid procedures, Angelo
Gordon Real Estate will lead the auction with its $53 million
stalking-horse bid.  Deadline for competing bids is on June 22,
2010.

                       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)


CELL THERAPEUTICS: Adjourns Special Meeting Until June 29
---------------------------------------------------------
Cell Therapeutics, Inc., has adjourned the Special Meeting of
Shareholders -- initially slated for June 4, 2010 -- to 10:00 am
Pacific Daylight Time, on June 29, 2010.  The Company's proxy
materials previously filed with the Securities and Exchange
Commission on February 23, 2010, and the proposals being submitted
to a vote of the shareholders at the Special Meeting remain
unchanged.

The Special Shareholders' Meeting was initially slated for 10:00
a.m. Pacific Daylight Time (PDT), on April 9, 2010, at 501 Elliott
Avenue West, Suite 400, in Seattle, Washington.  The purposes of
the meeting are:

     (1) to approve an amendment to the Company's amended and
         restated articles of incorporation to increase the total
         number of authorized shares from 810,000,000 to
         1,210,000,000 and to increase the total number of
         authorized shares of common stock from 800,000,000 to
         1,200,000,000; and

     (2) to approve an amendment to the Company's 2007 Equity
         Incentive Plan, as amended, to increase the number of
         shares available for issuance under the 2007 Equity Plan
         by 40,000,000 shares.

Shareholders of record at the close of business on February 19,
2010, the record date fixed by the Board of Directors of the
Company, are entitled to vote at the Special Meeting and all
adjournments and postponements thereof. A complete list of
shareholders entitled to notice of, and to vote at, the Special
Meeting will be open to examination by the shareholders beginning
ten (10) days prior to the Special Meeting for any purpose germane
to the Special Meeting du

The Company encourages those shareholders that held shares as of
February 19, 2010, the record date of the Special Meeting, to vote
their shares on the proposals.

                     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.


CERAGENIX PHARMACEUTICALS: Files Ch. 11 on License Termination
--------------------------------------------------------------
Ceragenix Pharmaceuticals Inc. and its wholly-owned subsidiary
Ceragenix Corporation filed for Chapter 11 (Bankr. D. Col. Case
No. 10-23821) on June 2.

Bill Rochelle at Bloomberg News reports that the Company sought
bankruptcy protection in its Denver hometown to prevent Brigham
Young University from terminating the exclusive license agreement
for the Ceragenin technology the Company is using to develop
therapies that mimic the body's immune system.  The Company said
in a regulatory filing that the the university would have
terminated the license without a $434,000 payment on June 2.

A court filing lists BYU, which has its main campus in Provo,
Utah, as being owed $761,000.  The Company's balance sheet for
Dec. 31 had assets on the books for $1.5 million against debt
totaling $21.1 million.

The Company intends to use Chapter 11 to restructure convertible
debt, according to a statement.

The Ceragenin technology, in pre-clinical development, is intended
for use against bacteria, some viruses, fungi and cancers.
Osmotics Corp. owns 60% of Ceragenix stock, according to data
compiled by Bloomberg.

Steven T. Mulligan, Esq., at Bieging Shapiro & Burrus, represents
the Debtors in their Chapter 11 effort.


CHARTER COMMS: Bank Debt Trades at 8% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Charter
Communications, Inc., is a borrower traded in the secondary market
at 92.08 cents-on-the-dollar during the week ended Friday, June 4,
2010, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents an increase
of 0.88 percentage points from the previous week, The Journal
relates.  The Company pays 262.5 basis points above LIBOR to
borrow under the facility, which matures on March 6, 2014.
Moody's has withdrawn its rating on the bank debt while it carries
Standard & Poor's BB+ rating.  The debt is one of the biggest
gainers and losers among 186 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

Based in St. Louis, Missouri, Charter Communications, Inc. (Pink
OTC: CHTRQ) -- http://www.charter.com/-- is a broadband
communications company and the fourth-largest cable operator in
the United States.  Charter provides a full range of advanced
broadband services, including advanced Charter Digital Cable(R)
video entertainment programming, Charter High-Speed(R) Internet
access, and Charter Telephone(R).  Charter Business(TM) similarly
provides scalable, tailored, and cost-effective broadband
communications solutions to business organizations, such as
business-to-business Internet access, data networking, video and
music entertainment services, and business telephone.  Charter's
advertising sales and production services are sold under the
Charter Media(R) brand.

Charter Communications and more than a hundred affiliates filed
voluntary Chapter 11 petitions on March 27, 2009 (Bankr. S.D.N.Y.
Case No. 09-11435).  As of March 31, 2009, the Debtors had total
assets of $13,650,000,000, and total liabilities of
$24,501,000,000.  Pacific Microwave filed for bankruptcy April 20,
2009, disclosing assets of not more than $50,000 and debts of more
than $1 billion.

The Hon. James M. Peck presides over the cases.  Richard M. Cieri,
Esq., Paul M. Basta, Esq., and Stephen E. Hessler, Esq., at
Kirkland & Ellis LLP, in New York, serve as counsel to the
Debtors, excluding Charter Investment Inc.  Albert Togut, Esq., at
Togut, Segal & Segal LLP in New York, serves as Charter
Investment, Inc.'s bankruptcy counsel.  Curtis, Mallet-Prevost,
Colt & Mosel LLP, in New York, is the Debtors' conflicts counsel.
Ernst & Young LLP is the Debtors' tax advisors.  KPMG LLP is the
Debtors' independent auditor.  The Debtors' valuation consultants
are Duff & Phelps LLC; the Debtors' financial advisors are Lazard
Freres & Co. LLC; and the Debtors' restructuring consultants are
AlixPartners LLC.  The Debtors' regulatory counsel is Davis Wright
Tremaine LLP, and Friend Hudak & Harris LLP.  The Debtors' claims
agent is Kurtzman Carson Consultants LLC.

Judge James M. Peck of the U.S. Bankruptcy Court for the Southern
District of New York approved the Debtors' pre-arranged joint plan
of reorganization in a bench ruling on Oct. 15, 2009.

On Nov. 30, 2009, Charter Communications, Inc., announced that it
has successfully completed its financial restructuring, which
significantly improves the Company's capital structure by reducing
debt by approximately 40 percent, or approximately $8 billion.

Charter Communications, Inc., has emerged from Chapter 11 under
its pre-arranged Joint Plan of Reorganization, which was confirmed
by the United States Bankruptcy Court for the Southern District of
New York on Nov. 17, 2009.


CHEM RX: Has Final Approval to Use Lenders' Cash Collateral
-----------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Chem Rx Corp.
received final authority from the bankruptcy judge to use cash
representing collateral for secured lenders.  The agreement for
use of cash requires the employment of a chief restructuring
officer acceptable to the lenders.
On May 13, 2010, Chem RX Corporation was granted interim authority
to use its lenders' cash collateral.

Chem Rx is a borrower under a First Lien Credit and Guaranty
Agreement, dated as of October 26, 2007, with the lenders and CIBC
World Markets Corp., as administrative agent.  Chem Rx is also
borrower under a Second Lien Credit and Guaranty Agreement, dated
as of October 26, 2007, with the lenders and S.A.C. Domestic
Capital Funding, Ltd., in its capacities as administrative agent.

As of the petition date, the Debtors owed $103 million to the
Prepetition First Lien Lenders.  The Debtors owed $37 million to
the Prepetition Second Lien Lenders.

The First Lien Debt is secured by prepetition first priority liens
on, and security interests in, the Debtors' cash and cash
equivalents as well as substantially all of the Debtors' assets.
The liens securing the Second Lien Debt are junior and subordinate
in all respects to all liens securing the First Lien Debt.
Pursuant to the Intercreditor Agreement among the First and Second
Lien Lenders, the Second Lien Lenders waive any right to contest
the priority, validity, perfection or enforceability of any lien
held by or on behalf of any of the First Lien Lender.

Without the use of the Cash Collateral, the Debtors will not be
able to operate while pursuing the sale of substantially all of
their assets and confirmation of a liquidating chapter 11 plan.

Pursuant to the Interim Cash Collateral Order, the Debtors will
provide the Prepetition First Lien Administrative Agent (i) with
the Debtors' draft audited 2008 and 2009 financial statements by
no later than July 15, 2010, and (ii) copies of all financial
statements, projections, reports and other materials as may be
reasonably requested by the Prepetition First Lien Administrative
Agent.

CIBC, in its capacity as Prepetition First Lien Administrative
Agent, is represented by:

     Madlyn Gleich Primoff, Esq.
     Mark F. Liscio, Esq.
     KAYE SCHOLER LLP
     425 Park Avenue, New York, New York 10022
     E-mail: mprimoff@kayescholer.com and
             mliscio@kayescholer.com

The Prepetition Second Lien Administrative Agent is represented
by:

     S. Ward Atterbury, Esq.
     WHITE & CASE LLP
     1155 Avenue of the Americas, New York, New York 10036
     E-mail: watterbury@whitecase.com

                        Company Statement

"We are pleased that the Court has granted final approval for
continued use of our existing cash to operate our business as
usual," said Jerry Silva, Chem Rx CEO.

"We continue to make progress in our restructuring as we work with
our lenders and advisers to determine the best long-term solution
for the company's financial challenges. As always, we remain
focused on serving our many clients who rely on the drugs and
supplies that we deliver each day for their patients."

                           About Chem Rx

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

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

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

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


CHEMTURA CORP: Files Sec. 502(e) Objections to Contribution Claims
------------------------------------------------------------------
In numerous separate filings, Chemtura Corp. and its units object
to proofs of claim asserted by numerous private parties that seek
contingent unsecured claims for contribution or reimbursement of
future environmental remediation costs and expenses.

Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in New York,
contends that the Contribution Claims are duplicative of the
proofs of claim filed by the U.S. Environmental Protection Agency
and other federal and state agencies and should be disallowed.

He argues that the Contribution Claims should be disallowed under
Section 502(e)(1)(B) of the Bankruptcy Code because they meet the
three criteria for disallowance under that statute:

  -- the claims are for reimbursement or contribution;

  -- the private party creditors are co-liable with one or more
     of the Debtors to a federal or state environmental agency;
     and

  -- the claims are contingent.

Section 502(e)(1)(B) provides that the Court will disallow any
claim for reimbursement or contribution of an entity that is
liable with the debtor or has secured the claim of a creditor, to
the extent that the claim for reimbursement or contribution is
contingent as of the time of its allowance or disallowance.

Mr. Cieri asserts that disallowance of the Contribution Claims is
essential for two reasons:  (i) the limited assets of the
Debtors' bankruptcy estates should not be exhausted by "double-
dipping" payments to both environmental agencies and to private
claimants; and (ii) expeditious resolution of the issue should
facilitate timely approval of a Chapter 11 plan of
reorganization.

Mr. Cieri says that resolution of the Debtors' Section
502(e)(1)(B) Objections will fully or partially dispose of 55
claims asserting hundreds of millions of dollars of alleged
liability, which would be extremely valuable in structuring a
Chapter 11 plan of reorganization and obtaining the plan's
approval.

A list of the Contribution Claims is available for free at:

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

A table, organized by site, which matches the Contribution Claims
with the corresponding claim by the EPA or state environmental
agency, is available for free at:

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

                      About Chemtura Corp.

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

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

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

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


CHEMTURA CORP: Deloitte to Provide Tax Accounting for 2010
----------------------------------------------------------
Chemtura Corp. and its units sought and obtained the Court's
authority to expand Deloitte Tax LLP's scope of employment to
include tax accounting services for 2010.

Deloitte Tax will apply for compensation for professional
services rendered and reimbursement of expenses incurred in
connection with the Debtors' Chapter 11 cases in compliance with
Sections 330 and 331 of the Bankruptcy Code.

In the event the Court finds Deloitte Tax has a contractual right
to indemnity, all Deloitte Tax's requests for payment of
indemnity will be made by means of an application and will be
subject to review by the Court to ensure that payment conforms to
the terms of its agreement with the Debtors and is reasonable
based on the circumstances of the litigation or settlement in
respect of which indemnity is sought.

Deloitte Tax will not be indemnified in the case of its own bad-
faith, self-dealing, breach of fiduciary duty, gross negligence
or willful misconduct.

                      About Chemtura Corp.

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

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

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

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


CHEMTURA CORP: Objects to Tricor Refining's $57.5MM Claim
---------------------------------------------------------
Chemtura Corp. and its units ask the Court to reduce Claim No.
9484 filed by Tricor Refining LLC for $57,479,899.

The Claim has three separate components:

  -- a claim for $50,654 for damages in the second phase of a
     pending litigation between the Debtors and Tricor in the
     Superior Court of California concerning an alleged breach
     of contract relating to environmental matters at a refinery
     sold by the Debtors in 1997 and now owned by Tricor;

  -- $6,525,800 based on alleged damages to another parcel of
     property also sold by the Debtors in 1997 and now owned by
     Tricor, and which was also involved in the first phase of
     the California State Court Litigation; and

  -- a claim for $300,000, based on alleged damages relating
     to certain equipment located on the Property involved in
     Phase I of the California State Court Litigation.

Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in New York,
says that the 1st portion of the Disputed Claim has been
liquidated for $1,576,700, plus interest and costs, after the
parties agreed to a modification of the automatic stay to allow
the California Superior Court to complete the prepetition
litigation to judgment.  Thus, the 1st portion of the Disputed
Claim should be reduced to the amount awarded Tricor by the
California Superior Court, he notes.

The 2nd portion of the Disputed Claim should also be disallowed
because Tricor failed to provide evidence to support the claim.

Moreover, Tricor is unable to prove the essential elements of the
3rd portion of the Disputed Claim and thus, that portion should
also be disallowed, Mr. Cieri says.

                      About Chemtura Corp.

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

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

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

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


CIRCUIT CITY: Creditors Committee Files Liquidation Plan
--------------------------------------------------------
The Official Committee of Unsecured Creditors in Circuit City
Stores, Inc., and its debtor-affiliates' Chapter 11 cases
delivered to the U.S. Bankruptcy Court Eastern District of
Virginia its proposed plan of liquidation for the Debtors on
June 1, 2010.

Among other things, the Committee Plan provides:

    * For the distribution of certain proceeds from the sales of
      substantially all the Debtors' Assets and the creation of
      a Liquidating Trust that will administer and liquidate all
      remaining property of the Debtors, including Causes of
      Action, not sold, transferred or otherwise waived or
      released before the effective date of the Committee Plan.

    * For Distributions to certain Holders of Administrative
      Claims and Priority Claims and to other Claimholders, and
      the funding of the Liquidating Trust.

    * For the termination of all Interests in the Debtors,
      except Debtor Ventoux International, Inc.; the substantive
      consolidation of the Debtors; the dissolution and wind-up
      of the affairs of the Debtors; and the transfer of any
      remaining Estate Assets to the Liquidating Trust.

The Committee Plan does not address Claims against or Interests
in either Debtor InterTAN, Inc. or Ventoux.  Therefore, the
Committee Plan does not provide for the substantive consolidation
of the assets and liabilities of InterTAN and Ventoux with those
of the Debtors.

The issues with respect to Claims against and Interests in
InterTAN and Ventoux will be dealt with separately from the Plan,
provided, however, that the Ventoux Interests will be transferred
to the Liquidating Trust and comprise a portion of the
Liquidating Trust Assets.

The Committee Plan also contains provisions with respect to
funding of certain reserves.

A redline reflecting the changes made to the First Amended Joint
Plan of Liquidation of the Debtors and the Creditors' Committee,
filed on September 29, 2009, contained in the Committee Plan is
available at no charge at:

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

The Creditors' Committee also filed a Circuit City Stores, Inc.
Liquidating Trust Agreement in connection with the Committee
Plan.  A redline of the Committee Liquidating Trust Agreement to
the last version of the Liquidating Trust Agreement forwarded to
the Creditors' Committee by the Debtors is available at no charge
at http://bankrupt.com/misc/CC_RedlineCommLiqTrustAgrmnt.pdf

The Creditors' Committee also filed certain Proposed ByLaws of
the Oversight Committee in connection with the Committee Plan.  A
redline of the Committee Proposed Oversight Committee ByLaws to
the last version of the ByLaws forwarded by the Debtors to the
committee is available at no charge at:

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

                        About Circuit City

Headquartered in Richmond, Virginia, Circuit City Stores Inc.
(NYSE: CC) -- http://www.circuitcity.com/-- was a specialty
retailer of consumer electronics, home office products,
entertainment software and related services in the U.S. and
Canada.

Circuit City Stores together with 17 affiliates filed a voluntary
petition for reorganization relief under Chapter 11 of the
Bankruptcy Code on November 10 (Bankr. E.D. Va. Lead Case No. 08-
35653). InterTAN Canada, Ltd., which runs Circuit City's Canadian
operations, also sought protection under the Companies' Creditors
Arrangement Act in Canada.

Gregg M. Galardi, Esq., and Ian S. Fredericks, Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, are the Debtors' general
restructuring counsel.  Dion W. Hayes, Esq., and Douglas M. Foley,
Esq., at McGuireWoods LLP, are the Debtors' local counsel.  The
Debtors also tapped Kirkland & Ellis LLP as special financing
counsel; Wilmer, Cutler, Pickering, Hale and Dorr, LLP, as special
securities counsel; and FTI Consulting, Inc., and Rotschild Inc.
as financial advisors.  The Debtors' Canadian general
restructuring counsel is Osler, Hoskin & Harcourt LLP.  Kurtzman
Carson Consultants LLC is the Debtors' claims and voting agent.
The Debtors disclosed total assets of $3,400,080,000 and debts of
$2,323,328,000 as of August 31, 2008.

Circuit City has opted to liquidate its 721 stores.  It has
obtained the Bankruptcy Court's approval to pursue going-out-of-
business sales, and sell its store leases.

In May 2009, Systemax Inc., a multi-channel retailer of computers,
electronics, and industrial products, acquired certain assets,
including the name Circuit City, from the Debtors through a Court-
approved auction.

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


CIRCUIT CITY: Receives Nod for More Ernst & Young Work
------------------------------------------------------
Circuit City Stores Inc. and its units sought approval of a third
supplemental application seeking, pursuant to Sections 327(a) and
328(a) of the Bankruptcy Code and Rules 2014(a) and 2016 of the
Federal Rules of Bankruptcy Procedure, to expand the scope of the
employment and retention of Ernst & Young LLP in providing
additional tax advisory services, effective as of September 10,
2009, upon the terms and conditions contained in the engagement
letter dated November 10, 2008 -- Tax Services Agreement -- which
was filed with the Original Application and approved by the
December 5, 2008 Original Retention Order, and the additional
statement of work for employment tax review under the Tax Services
Agreement.

Pursuant to the Employment Tax SOW, E&Y will conduct a historical
employment tax look-back review, which will consist of evaluating
relevant employment tax information to qualify any employment tax
refunds on behalf of the Debtors in Arizona, California,
Colorado, Florida, Georgia, Illinois, Massachusetts, North
Carolina, New Jersey, New York, Nevada, Oregon, Pennsylvania,
Texas, Utah, and Virginia.

To the extent substantive refund claim opportunities exist which
the Debtors would like to pursue, E&Y will perform further
analysis to quantify any employment tax refunds and initiate
discussions with the applicable jurisdictions to initiate the
recovery process.  The firm will also submit refund calculations
to each jurisdiction for review and provide supporting
documentation and correspondence as necessary to facilitate the
receipt of refunds or benefits.

According to Katie Bradshaw, vice president and controller of the
Debtors, fees for the Additional Tax Services under the
Employment Tax SOW will be in an amount equal to 30% of the total
benefit received by the Debtors -- not including recoveries
associated with clerical errors in all states or wage base
duplications in Illinois.

For findings-based fee purposes, any refunds or credits
identified below $1,000 will be communicated to the Debtors so
that the Debtors may recover these amounts and will fall outside
of the definition of benefit received, Ms. Bradshaw adds.

Because the Employment Tax SOW contemplates a contingent fee
arrangement, the Debtors seek approval of the fee arrangement
pursuant to Section 328(a) of the Bankruptcy Code only.

E&Y is a disinterested person within the meaning of Section
101(14) of the Bankruptcy Code, Ms. Bradshaw maintains.

                        About Circuit City

Headquartered in Richmond, Virginia, Circuit City Stores Inc.
(NYSE: CC) -- http://www.circuitcity.com/-- was a specialty
retailer of consumer electronics, home office products,
entertainment software and related services in the U.S. and
Canada.

Circuit City Stores together with 17 affiliates filed a voluntary
petition for reorganization relief under Chapter 11 of the
Bankruptcy Code on November 10 (Bankr. E.D. Va. Lead Case No. 08-
35653). InterTAN Canada, Ltd., which runs Circuit City's Canadian
operations, also sought protection under the Companies' Creditors
Arrangement Act in Canada.

Gregg M. Galardi, Esq., and Ian S. Fredericks, Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, are the Debtors' general
restructuring counsel.  Dion W. Hayes, Esq., and Douglas M. Foley,
Esq., at McGuireWoods LLP, are the Debtors' local counsel.  The
Debtors also tapped Kirkland & Ellis LLP as special financing
counsel; Wilmer, Cutler, Pickering, Hale and Dorr, LLP, as special
securities counsel; and FTI Consulting, Inc., and Rotschild Inc.
as financial advisors.  The Debtors' Canadian general
restructuring counsel is Osler, Hoskin & Harcourt LLP.  Kurtzman
Carson Consultants LLC is the Debtors' claims and voting agent.
The Debtors disclosed total assets of $3,400,080,000 and debts of
$2,323,328,000 as of August 31, 2008.

Circuit City has opted to liquidate its 721 stores.  It has
obtained the Bankruptcy Court's approval to pursue going-out-of-
business sales, and sell its store leases.

In May 2009, Systemax Inc., a multi-channel retailer of computers,
electronics, and industrial products, acquired certain assets,
including the name Circuit City, from the Debtors through a Court-
approved auction.

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


CIRCUIT CITY: Seeks Mediation with Unsecured Creditors on Plan
--------------------------------------------------------------
Circuit City Stores Inc. and its units seek an order directing
mediation with respect to the First Amended Joint Plan of
Liquidation proposed by the Debtors and the Official Committee of
Unsecured Creditors.

The Joint Plan provides for the liquidation of the Debtors under
Chapter 11 of the Bankruptcy Code and for the distribution of the
proceeds from the liquidation to the Debtors' creditors.  The
associated Disclosure Statement was approved on September 24,
2009.

After the Disclosure Statement was approved, the Debtors and the
Creditors' Committee continued to negotiate issues related to the
Joint Plan, including the form of the liquidating trust agreement
that was to be filed in connection with a plan supplement.  As a
result of those negotiations, on November 5, 2009, the Debtors
and the Creditors' Committee filed a supplement to the Joint
Plan.  The Plan Supplement included, among other documents, a
draft of the liquidating trust agreement, Douglas M. Foley, Esq.,
at McGuireWoods LLP, in Richmond, Virginia, relates.

At the time the Trust Agreement was filed, the Debtors and the
Creditors' Committee had not agreed to its final terms because,
among other things, the Creditors' Committee had not provided the
Debtors with a draft of the proposed liquidating trust oversight
committee bylaws, Mr. Foley tells the Court.

Indeed, the Creditors' Committee did not provide the Debtors with
a draft of the Bylaws until March 30, 2010, and only after
repeated requests.  Since then, the Debtors and the Creditors'
Committee have continued to attempt to reach a global resolution
concerning the Joint Plan, the Trust Agreement, and the Bylaws,
Mr. Foley adds.

To date, the Joint Plan has not been confirmed.  A status
conference with respect to confirmation is scheduled for June 8,
2010.

On June 1, 2010, the Creditors' Committee filed its proposed plan
of liquidation, proposed liquidating trust agreement, and
proposed bylaws of the oversight committee.

The Debtors seek an order directing the Creditors' Committee to
participate in mediation with the Debtors to attempt to
consensually resolve issues related to the Joint Plan, the Trust
Agreement, and the Bylaws.  The Debtors are willing to
participate in a mediation process with either the Court, if the
Court is so inclined, or a different judge or other disinterested
third party.

Mr. Foley asserts that mediation is in the best interests of the
Debtors' creditors and their estates because, among other things,
it (i) might avoid the costs and litigation associated with
soliciting the Committee Plan, (ii) might avoid the costs and
litigation associated with any competing plan that may be filed
by the Debtors, and (iii) will require both parties to have a
neutral third party hear their positions and attempt to get the
parties to resolve their differences.  He notes that mediation
might also avoid undoing the results of almost a year of
negotiations between the parties.

In separate filings, the Debtors ask the Court to shorten the
notice period and to limit notice of the Motion, and to expedite
hearing on the Motion.

                  Committee Supports Mediation

Upon receipt of a copy of the Motion, the Creditors' Committee
informed the Debtors that it consented to appointment of a
mediator to attempt to resolve outstanding disputes between them,
Paula S. Beran, Esq., at Tavenner & Beran, PLC, in Richmond,
Virginia -- pberan@tb-lawfirm.com -- relates.

According to Ms. Beran, the Creditors' Committee decided to file
its own plan only after months of never-ending negotiations with
the Debtors, during which the Debtors continuously raised new
issues, some unrelated to the plan process itself, that made an
ultimate agreement with them a "moving target."

Ms. Beran explains that while the Creditors' Committee was
amenable to providing the Debtors with proposed bylaws, which
would govern the oversight committee's post-effective date
operation, it expected -- wrongly -- that those bylaws would be
mundane and non-controversial.  As the plan confirmation process
was placed on hold by the Canadian tax issues from November 2009
through the first quarter of 2010, the Creditors' Committee felt
no urgency to circulate the bylaws just as the Debtors and the
Committee saw no urgency to address the pending plan confirmation
objections or make technical amendments to the plan or the
liquidating trust agreement.

As a path towards confirmation, which addressed the Canadian tax
issues began to take shape in the Spring of 2010, the parties
refocused on the plan confirmation process.  As discussions
progressed, it became evident to the Creditors' Committee that
the Debtors were erecting further roadblocks to confirmation and
introducing new issues, some of which were extraneous to the plan
process itself.  Each time the Creditors' Committee thought that
it reached agreement on all material plan confirmation issues,
the Debtors would introduce new issues which required resolution
before the Debtors would agree to proceed, Ms. Beran says.

The Creditors' Committee has been provided no justifiable reason
for the Debtors' continued attempts to control the liquidation
process, which impinges on the oversight committee's role in
supervising the liquidating trustee's conduct.  The Creditors'
Committee's position is clear -- as the equity holders are out of
the money, the post-effective date administration of the Debtors'
estate should be left to the discretion of the liquidating
trustee under the supervision of an oversight committee comprised
mostly of creditor representatives operating by simply majority
vote, Ms. Beran tells the Court.

The Debtors' conduct has resulted in the estates incurring
substantial unnecessary professional fees and now threatens to
cause protracted litigation over competing plans, she complains.

"The Debtors' intransigence with respect to certain fundamental
issues regarding post effective date liquidating trust governance
issues makes the [Creditors'] Committee question whether
mediation will be productive," she says.

The Creditors' Committee is, however, willing to participate in
the process, provided it can occur expeditiously and will
encompass all outstanding issues between the parties regarding
the plan process and not be limited to the Joint Plan, Ms. Beran
tells the Court.

She adds that the Creditors' Committee does not believe it will
be useful to engage in a point and counterpoint discussion of the
parties' positions at the June 8, 2010 hearing.  Mediation will
afford both sides ample opportunity to present their views.

                        About Circuit City

Headquartered in Richmond, Virginia, Circuit City Stores Inc.
(NYSE: CC) -- http://www.circuitcity.com/-- was a specialty
retailer of consumer electronics, home office products,
entertainment software and related services in the U.S. and
Canada.

Circuit City Stores together with 17 affiliates filed a voluntary
petition for reorganization relief under Chapter 11 of the
Bankruptcy Code on November 10 (Bankr. E.D. Va. Lead Case No. 08-
35653). InterTAN Canada, Ltd., which runs Circuit City's Canadian
operations, also sought protection under the Companies' Creditors
Arrangement Act in Canada.

Gregg M. Galardi, Esq., and Ian S. Fredericks, Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, are the Debtors' general
restructuring counsel.  Dion W. Hayes, Esq., and Douglas M. Foley,
Esq., at McGuireWoods LLP, are the Debtors' local counsel.  The
Debtors also tapped Kirkland & Ellis LLP as special financing
counsel; Wilmer, Cutler, Pickering, Hale and Dorr, LLP, as special
securities counsel; and FTI Consulting, Inc., and Rotschild Inc.
as financial advisors.  The Debtors' Canadian general
restructuring counsel is Osler, Hoskin & Harcourt LLP.  Kurtzman
Carson Consultants LLC is the Debtors' claims and voting agent.
The Debtors disclosed total assets of $3,400,080,000 and debts of
$2,323,328,000 as of August 31, 2008.

Circuit City has opted to liquidate its 721 stores.  It has
obtained the Bankruptcy Court's approval to pursue going-out-of-
business sales, and sell its store leases.

In May 2009, Systemax Inc., a multi-channel retailer of computers,
electronics, and industrial products, acquired certain assets,
including the name Circuit City, from the Debtors through a Court-
approved auction.

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


CITADEL BROADCASTING: Implements Reorganization Plan
----------------------------------------------------
Bill Rochelle at Bloomberg News reports that Citadel Broadcasting
Corp. implemented its Chapter 11 reorganization plan effective
June 3.

U.S. Bankruptcy Judge Burton R. Lifland signed a confirmation
order May 19 formally approving the reorganization plan for
Citadel Broadcasting.  According to Bloomberg News, Judge
Lifland decided that the company is worth $2.04 billion, not
enough to cover debt.  As a result, Judge Lifland ruled that
existing "equity is out of the money."  Judge Lifland concluded
that the valuation testimony offered by stockholders wasn't
persuasive.

Judge Lifland overruled objections by the shareholders.  "The
debtor has met the burden of confirmation," Judge Lifland said at
the close of a nine-hour hearing in New York that centered around
the subject of the valuation of the company's worth.

Shareholders led by Aurelius Capital Partners LP opposed the Plan,
saying that bankers valued the company too low, thus denying
owners of stock any recovery on their investment.  Lazard Ltd.,
Citadel's banker, used the Company's earnings projections to
arrive at a valuation showing the company is worth less than its
debt.

The Plan calls for senior lenders led by J.P. Morgan Chase & Co.,
owed about $2.1 billion, to receive 90% of Citadel's equity plus
a new $762 million loan for a total recovery of about 76% on
their claims.

Citadel's unsecured creditors, owed $343 million, will receive
10% of the company's new stock plus $36 million in cash.

                   About Citadel Broadcasting

Citadel Broadcasting Corporation (OTC BB: CTDB) --
http://www.citadelbroadcasting.com/-- is the third largest radio
group in the United States, with a national footprint reaching
more than 50 markets. Citadel is comprised of 166 FM stations and
58 AM stations in the nation's leading markets, in addition to
Citadel Media, which is one of the three largest radio networks in
the United States.

Citadel Broadcasting filed for Chapter 11 with 50 affiliates on
Dec. 20, 2009, in Manhattan (Bankr. S.D.N.Y. Case No. 09-17422).
The Company listed assets of $1.4 billion and debt of $2.5 billion
in its Chapter 11 filing.  Kirkland & Ellis LLP is serving as
legal counsel and Lazard Freres & Co. LLC.  As financial advisor
for the restructuring.  Kurtzman Carson Consultants is serving as
claims and notice agent.

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


CLAIRE'S STORES: Bank Debt Trades at 16% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Claire's Stores,
Inc., is a borrower traded in the secondary market at 83.69 cents-
on-the-dollar during the week ended Friday, June 4, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 1.88
percentage points from the previous week, The Journal relates.
The Company pays 275 basis points above LIBOR to borrow under the
facility.  The bank loan matures on May 29, 2014, and carries
Moody's Caa2 rating and Standard & Poor's B- rating.  The debt is
one of the biggest gainers and losers among 186 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

Claire's Stores, Inc., posted a net loss of $10,402,000 for the
fiscal year ended Jan. 30, 2010, from a net loss of $643,592,000
for the fiscal year ended Jan. 31, 2009.  Net sales were
$1,342,389,000 for the fiscal year from $1,412,960,000 the prior
year.

Claire's Stores posted net income of $19,465,000 for the fiscal
fourth quarter 2009 from a net loss of $569,537,000 for the fiscal
fourth quarter 2008.  Net sales were $410,691,000 for the quarter
from $393,013,000 the prior quarterly period.

At Jan. 30, 2010, the Company had total assets of $2,834,105,000
against total current liabilities of $181,512,000, long-term debt
of $2,313,378,000, revolving credit facility of $194,000,000,
deferred tax liability of $122,145,000, deferred rent expense of
$22,082,000 and unfavorable lease obligations and other long-term
liabilities of $35,630,000; resulting in stockholders' deficit of
$34,642,000.

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.


COLLECTIVE BRANDS: S&P Gives Positive Outlook, Affirms 'B+' Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services said it revised the outlook on
Topeka, Kan.-based Collective Brands Inc. to positive from stable.
At the same time, S&P affirmed all ratings on the company,
including S&P's 'B+' corporate credit rating.  The outlook
revision reflects the stable performance over the past year,
expectation for modest improvements in the near term, and an
enhanced credit protection profile due to operational gains and
debt repayment.

"The speculative-grade ratings on Collective Brands reflect the
company's participation in the highly competitive and extremely
fragmented footwear industry, S&P's view that persistent high
unemployment may hurt operations, and fair credit protection
metrics," said Standard & Poor's credit analyst David Kuntz.

"Although performance improved for the first quarter in 2010, top-
line trends were below expectations," continued Mr. Kuntz.
Consolidated same-store sales fell 1.2% with declines of 3.3% at
the Payless Domestic segment and 3.1% at Performance + Lifestyle
Group Retail.  Lower traffic during the quarter hurt sales.
However, EBITDA grew about 9.5% for the 12 months ended May 1,
2010, compared with the prior period in 2009 due to margin gains.
Higher freight and distribution expenses partially offset a
reduction in promotional cadence, lower sourcing costs, and
enhanced supply chain efficiencies.

"As of May 1, 2010, the company's operating margins remained among
the highest for rated footwear retailers," added Mr. Kuntz.  Over
the near term, S&P expect modest growth as sales are in the low-
single digits from new stores and slightly positive same-store
sales.

"In S&P's view, however, top-line growth is likely to be muted by
the persistent high unemployment rate," said Mr. Kuntz.  Still,
S&P believes that the company will be able to maintain margin
gains for the balance of the year, and that it is likely able to
offset modest increases in sourcing costs with higher price
points.


COMMUNITY HEALTH: Bank Debt Trades at 6% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Community Health
Systems, Inc., is a borrower traded in the secondary market at
93.64 cents-on-the-dollar during the week ended Friday, June 4,
2010, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents an increase
of 0.65 percentage points from the previous week, The Journal
relates.  The Company pays 225 basis points above LIBOR to borrow
under the facility.  The bank loan matures on May 1, 2014, and
carries Moody's Ba3 rating and Standard & Poor's BB rating.  The
debt is one of the biggest gainers and losers among 186 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

Based in Franklin, Tennessee, Community Health Systems, Inc. --
http://www.chs.net/-- is the largest publicly traded operator of
hospitals in the United States in terms of number of facilities
and net operating revenues.  The company provides healthcare
services through these hospitals that it owns and operates in non-
urban and selected urban markets throughout the United States.
The company also owns and operates home health agencies, including
four home health agencies located in markets where it does not
operate a hospital.  Through its wholly owned subsidiary, Quorum
Health Resources, LLC, the company provides management and
consulting services to non-affiliated general acute care hospitals
located throughout the United States.


COMVERSE TECHNOLOGY: S&P Affirms Corporate Credit Rating at 'B+'
----------------------------------------------------------------
Standard & Poor's Rating Services said it affirmed its ratings on
New York City-based Comverse Technology Inc., including the 'B+'
corporate credit rating.  S&P removed the ratings from
CreditWatch, where they had been placed with developing
implications on Jan. 29, 2010.  The outlook is negative.

The affirmation follows recent financial statement filings by
Verint Inc. (B+/Stable/--), a public company, majority owned by
Comverse.  By filing, Verint met financial reporting requirements
contained in its senior secured credit facility, eliminating S&P's
concerns about a potential near-term default.  While Comverse does
not guarantee Verint's debt, Standard & Poor's was concerned that
a default by Verint would weaken Comverse's consolidated business
and financial profiles.

"The negative outlook reflects S&P's concerns about Comverse's
ongoing failure to comply with SEC financial reporting
requirements," said Standard & Poor's credit analyst Susan
Madison.  Because of its extended non-filing period (since October
2005), Comverse is currently subject to administrative proceeding
by the SEC that could result in the revocation of its SEC
registration statement.  Additionally, compliance with SEC
financial reporting requirements by Feb. 8, 2010, was a key
condition of Comverse's June 2009 settlement agreement with the
SEC regarding the improper backdating of stock option and other
accounting practices.


CONTINENTAL AIRLINES: CEO Says Better Liquidity Prompted Merger
---------------------------------------------------------------
In the June 4, 2010 edition of "Jeff's Journal" in the Continental
Airlines intranet Web site, Jeffery A. Smisek, Continental
Airlines' Chairman, President and Chief Executive Officer --
answering questions from Continental co-workers in New Orleans
about the proposed merger with UAL Corp.'s United Air Lines --
explained why the airlines had a different outcome on the merger
decision this time compared to two years ago, how pensions are
handled in a merger, and why the merger creates a better platform
for the careers of Continental co-workers.

Mr. Smisek explained, "when we looked at merging with United two
years ago, we were in a different world.  The strategic fit of the
two carriers -- it's the same.  It made sense then; it makes sense
now. But two years ago we were in a very different position in the
world: The economy was declining; fuel prices were skyrocketing;
the capital markets were closed.  Neither carrier had a great deal
of liquidity, and the financial and operational performance were
different then as well.  If you fast forward to today, again, the
strategy makes sense.  But we've got the economy recovering, the
capital markets are open, our liquidity is better, their -- that
is, United's -- liquidity is better.  Both of our financial
performance is improving and their operational performance has
improved quite a bit.  So two years ago the risks outweighed the
rewards.  Now the rewards far outweigh the risks."

Mr. Smisek also told a Continental co-worker, "the [current]
retirement plan . . . will stay in place and the lump sum that you
have will stay in place with respect to that retirement plan."  He
did cautioned that, "Going forward, some workgroups may want to
negotiate a different form of retirement plan.  That is, freeze
their current retirement plan and keep the benefits of their old
retirement plan and then, going forward, accrue new benefits under
a different retirement plan like a 401k.  But the retirement plan
that you've got, and the benefits that you've earned through the
date of the merger, or through the date that if you decide to
negotiate a different type of plan, those benefits will continue
and stay on and you get to keep them."

Mr. Smisek also said "since 9/11 we've been working hard -- you've
been working hard; I've been working hard; everybody's been
working hard -- to eke out a hand-to-mouth existence.  Whether
it's been H1N1, or SARS, or recession, or high fuel prices, or
volcanoes -- we're just sort of living hand-to-mouth here.  And
the merger gives us an opportunity to create a great airline that
will endure, that will provide job security, that will provide
retirement security, that will provide profitability, will help us
invest in our people and our products so we can stay competitive
and have a bright future going forward. It's a really exciting
opportunity. It's a once-in-a-lifetime opportunity and now is the
right time to do it."

According to Continental's "Daily News Update" -- which is
circulated via e-mail to employees and other selected individuals
on June 4, 2010 -- Houston Mayor Annise Parker has formed a panel
of civic, business and educational leaders to advise the city of
Houston on the impact of the CO-UA merger.  Ms. Parker said the
city is ready to support CO, but that she wants to have all of the
needed information because the Houston area has much at stake in
the merger.  After meeting with Jeff on Friday, the mayor told
radio station KUHF that she and Jeff believe the number of jobs in
Houston will grow over time because of Houston's critical position
in the combined airline's system.

In a statement this week, Mr. Smisek said, "Continental looks
forward to working with the mayor's advisory panel, as Houstonians
will benefit from our merger with United Airlines.  After the
merger, Continental will continue to be among the top private
employers in Houston, and will continue to be a good corporate
citizen, as we have always been.  Our hub at Bush Intercontinental
Airport will be the largest hub in the world's most comprehensive
airline network and serve as the premier gateway to Latin America.
In fact, we expect net job gain in Houston over time through
growth at Bush Intercontinental as we expand our Houston service
as a result of the merger."

                   About Continental Airlines

Houston, Texas-based Continental Airlines (NYSE: CAL) --
http://www.continental.com/-- is the world's fifth largest
airline.  Continental, together with Continental Express and
Continental Connection, has more than 2,700 daily departures
throughout the Americas, Europe and Asia, serving 132 domestic and
137 international destinations.  Continental is a member of Star
Alliance, which overall offers more than 21,050 daily flights to
1,167 airports in 181 countries through its 27 member airlines.
With more than 40,000 employees, Continental has hubs serving New
York, Houston, Cleveland and Guam, and together with its regional
partners, carries approximately 63 million passengers per year.

At December 31, 2009, Continental had total assets of
$12.781 billion against total current liabilities of
$4.389 billion; long-term debt and capital leases of
$5.291 billion; deferred income taxes of $203 million; accrued
pension liability of $1.248 billion; accrued retiree medical
benefits of $216 million; and other liabilities of $844 million.
At December 31, 2009, the Company had accumulated deficit of
$442 million, accumulated other comprehensive loss of
$1.185 billion and stockholders' equity of $590 million.  The
December 31 balance sheet showed strained liquidity: Continental
had total current assets of $4.373 billion against total current
liabilities of $4.389 billion.

                          *     *     *

As reported by the Troubled Company Reporter on May 5, 2010, Fitch
Ratings has affirmed the Issuer Default Rating for Continental
Airlines, Inc., at 'B-' and the senior unsecured rating at
'CC/RR6' following the announcement of the planned merger between
CAL and UAL Corp.  The Rating Outlook for CAL is Stable.

The TCR on May 5, 2010, also said Standard & Poor's Ratings
Services placed its 'B' corporate credit rating on Continental
Airlines, and S&P's ratings on its secured and unsecured debt, on
CreditWatch with negative implications.  S&P also placed its
ratings on Continental's enhanced equipment trust certificates on
CreditWatch with developing implications.  Although S&P's recovery
ratings on selected Continental unsecured debt are unaffected by
the rating action, S&P will review them as well.

                    About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for Chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors.  Judge Eugene R. Wedoff
confirmed a reorganization plan for United on Jan. 20, 2006.  The
Company emerged from bankruptcy on Feb. 1, 2006.

Reorganized UAL Corp. carries a 'Caa1' probability of default
rating from Moody's, 'B-' long term foreign issuer credit rating
from Standard & Poor's, and 'CCC' long term issuer default rating
from Fitch.


CORBIN PARK: Wants Until August 16 to File Chapter 11 Plan
----------------------------------------------------------
Corbin Park, L.P., asks the U.S. Bankruptcy Court for the District
of Kansas to extend its exclusive periods to file a Chapter 11
Plan and solicit acceptance for the proposed Plan until August 16,
2010, and October 15, 2010, respectively.

The Debtors filed their request for an extension before the
exclusive plan filing period was set to expire May 26.

The Debtor contends that an extension of exclusivity is justified
by: (i) the large size and complexity of the underlying real
estate project; (ii) the priority dispute between Bank of America
and the mechanics' lien claimants; and (iii) the bank's request to
extend to July 8 its answer deadline on Brown's Summary Judgment
Motion.

Omaha, Nebraska-based Corbin Park, L.P., filed for Chapter 11
bankruptcy protection on January 5, 2010 (Bankr. D. Kan. Case No.
10-20014).  Carl R. Clark, Esq., and Jeffrey A. Deines, Esq., at
Lentz Clark Deines PA, assist the Company in its restructuring
effort.  The Company listed $50,000,001 to $100,000,000 in assets
and $10,000,001 to $50,000,000 in liabilities.


CRESTRIDGE ESTATES: July 30 Established as Claims Bar Date
----------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
directed Crestridge Estates, LLC, to file a plan and disclosure
statement by June 22, 2010.

The Court also set July 30, 2010, as the last day for any
individual or entity to file proofs of claim against the Debtor.
The deadline for the Debtor to file objections to claims will be
October 31, 2010.

The Debtor is represented by:

     David B. Golubchik, Esq.
     E-mail: dbg@lnbrb.com
     Lindsey L. Smith, Esq.
     E-mail: lls@lnbrb.com
     Levene, Neale, Bender, Rankin & Brill L.L.P.
     10250 Constellation Boulevard, Suite 1700
     Los Angeles, California 90067
     Tel: (310) 229-1234
     Fax: (310) 229-1244

Costa Mesa, California-based Crestridge Estates, LLC, filed for
Chapter 11 bankruptcy protection on March 24, 2010 (Bankr. C.D.
Calif. Case No. 10-13689).  The Company estimated its assets and
debts at $10,000,001 to $50,000,000.

The Company's affiliate, 468 Ashton LLC, filed a separate Chapter
11 petition on August 29, 2008 (Case No. 08-15323).


CRESTRIDGE ESTATES: U.S. Trustee Forms 3-Member Creditors Panel
---------------------------------------------------------------
Frank Cadigan, Assistant U.S. Trustee for Region 16, appointed
thee members to the official committee of unsecured creditors in
the Chapter 11 case of Crestridge Estates, LLC.

The Creditors Committee members are:

1. MJS Design Group
   Attn: Matthew Jackson
   507 30th St.
   Newport Beach, CA 92663
   Tel: (949) 675-9964
   Fax: (949) 675-9974

2. VisionScape Imagery, Inc.
   Attn: Eduardo (Eddie) Font
   15375 Barranca Parkway, A-104
   Irvine, CA 92618
   Tel: (949) 727-3591
   Fax: (949) 727-3592

3. KHR Associates
   Attn: James Kawamura
   4100 Newport Place Dr., No. 200
   Newport Beach, CA 92660
   Tel: (949) 756-6440
   Fax: (949) 756-6444

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

Costa Mesa, California-based Crestridge Estates, LLC, filed for
Chapter 11 bankruptcy protection on March 24, 2010 (Bankr. C.D.
Calif. Case No. 10-13689).  Levene, Neale, Bender, Rankin & Brill
L.L.P. assists the Debtor in its restructuring effort.  The
Company estimated its assets and debts at $10,000,001 to
$50,000,000.

The Company's affiliate, 468 Ashton LLC, filed a separate Chapter
11 petition on August 29, 2008 (Case No. 08-15323).


CRESTRIDGE ESTATES: Dismissal, Conversion Plea Withdrawn
--------------------------------------------------------
The U.S. Trustee for Region 16 has withdrawn the motion to dismiss
or convert the Chapter 11 case of Crestridge Estates, LLC.

As reported in the Troubled Company Reporter on May 19, 2010, the
U.S. Trustee sought for the dismissal or conversion of the
Debtor's case to one under Chapter 7 explaining that the Debtor:
(i) has not complied with any of the requirements set forth in the
U.S. Trustee's notice of requirements; and ii) failed to appear at
its scheduled initial debtor interview.

Costa Mesa, California-based Crestridge Estates, LLC, filed for
Chapter 11 bankruptcy protection on March 24, 2010 (Bankr. C.D.
Calif. Case No. 10-13689).  Levene, Neale, Bender, Rankin & Brill
L.L.P. assists the Debtor in its restructuring effort.  The
Company estimated its assets and debts at $10,000,001 to
$50,000,000.

The Company's affiliate, 468 Ashton LLC, filed a separate Chapter
11 petition on August 29, 2008 (Case No. 08-15323).


CW ACQUISITION: Moody's Rates $400 Mil. Senior Loan at 'Ba3'
------------------------------------------------------------
Moody's Investors Service rated CW Acquisition Limited
Partnership's $400 million 6-year senior secured term loan Ba3,
and the company's $300 million 8-year second lien notes were rated
B3.  As part of the rating action, CWLP was assigned a B2
corporate family rating, a B2 probability of default rating and an
SGL-2 speculative grade rating (indicating good liquidity).  The
ratings outlook is stable.

CWLP is acquiring the newspaper publishing operations of Canwest
Global Communications Corporation.  The transaction includes The
National Post plus the newspaper operations of Canwest's indirect,
wholly-owned subsidiary, Canwest Limited Partnership.  All
acquired properties, other than National Post, have been operating
under creditor protection.

The ratings assessment anticipates leverage and coverage to
improve in fiscal 2012 as a modest cyclical rebound causes revenue
and margins to expand.  In the interim, measures are expected to
reflect stress brought on by the recent recession and financial
crisis.  Going forward, restructuring expenses and pension deficit
funding will initially limit free cash flow generation and delay
the impact of improving general economic conditions.  Moody's
views CWLP's ratings in the context of an elongated business
transformation.  The acquisition of Canwest Global Communication
Corp.'s former newspaper publishing operations is more than a mere
recapitalization of a business that was over-levered.  In addition
to normalizing the debt load, and with it, leverage and coverage
measures, management plans to reposition the business as an
aggregator and manager of news and current events content.
Simultaneously, Moody's expect CWLP to continue to restructure
operations and expect outsourcing efforts will be key to re-
positioning the company as an advertising-based digital age news
and current events content company.  Moody's anticipate reduced
capital expenditures and enhanced operational flexibility at the
cost of reduced start-to-end of the process control, and reduced
margins.  There are considerable execution risks.  These are
partially off-set by CWLP's considerable franchise value and
audience access.  However, the new management team's plan is
unproven and cash flow generation is somewhat concentrated in a
small number of key properties.  While Moody's assess near term
liquidity as being good, in the event of unforeseen difficulties,
the company's small revolving credit facility provides little
flexibility.

Assignments:

Issuer: CW Acquisition Limited Partnership

  -- Corporate Family Rating, Assigned B2

  -- Probability of Default Rating, Assigned B2

  -- Speculative Grade Liquidity Rating, Assigned SGL-2

  -- Senior Secured Bank Credit Facility, Assigned Ba3 (LGD2, 23%)

  -- Senior Secured Regular Bond/Debenture, Assigned B3 (LGD4,
     64%)

This is Moody's initial rating action for CWLP.

CW Acquisition Limited Partnership is a privately held, Toronto,
Ontario-based newspaper publisher.  The company operates a
national daily, ten metropolitan dailies, two non-metropolitan
dailies, and 23 non-daily community newspapers.  In aggregate the
properties rank as Canada's largest English language franchise of
paid daily newspapers as measured by paid circulation, readership
and revenue.


DEAN FOODS: Bank Debt Trades at 5% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which Dean Foods Company
is a borrower traded in the secondary market at 95.29 cents-on-
the-dollar during the week ended Friday, June 4, 2010, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 0.74 percentage points
from the previous week, The Journal relates.  The Company pays 175
basis points above LIBOR to borrow under the facility.  The bank
loan matures on March 22, 2014, and carries Moody's Ba3 rating and
Standard & Poor's BB rating.  The debt is one of the biggest
gainers and losers among 186 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

As reported by the Troubled Company Reporter on May 20, 2010,
Moody's lowered the speculative grade liquidity rating for Dean
Foods to SGL-3 from SGL-2.  The company's corporate family rating
remains Ba3 with a stable outlook.  The SGL rating downgrade
reflects the very weak first quarter which saw a 61% drop in cash
from continuing operations (from $185 million in 2009 to $71
million in 2010) and an increase in leverage to 4.43 times (as
defined by credit agreements) as compared with 4.16 times at the
end of the year.  Moody's believes that there may be little or no
cushion under the bank leverage covenant under the existing
facilities by year end 2010 when it steps down from 5.0 times to
4.5 times.

On May 19, The TCR reported that Standard & Poor's revised its
outlook on Dean Foods Company and its wholly owned subsidiary Dean
Holding Co. to negative from stable.  "At the same time, we
affirmed the ratings on the company, including the 'BB-' corporate
credit rating.  Dean Foods had about $4.2 billion of funded debt
outstanding as of March 31, 2010."

"The outlook revision to negative reflects our concerns about the
company's near-term operating performance and the possibility for
the company's leverage covenant to become very tight by fiscal
year end 2010," said Standard & Poor's credit analyst Christopher
Johnson.

Dean Foods Company is the largest processor and distributor of
milk and various other dairy products in the United States, with
dairy operations accounting for around 79% of its net sales in
FY2008.  The company also markets and sells a variety of branded
dairy and dairy-related products including, Silk soymilk and
cultured soy products, Horizon Organic dairy products,
International Delight coffee creamers and LAND O'LAKES creamers
and fluid dairy products.  Headquartered in Dallas, Texas, Dean
Foods had sales in the last twelve months ending March 31, 2009,
of approximately $12.1 billion.


DELTA AIR: Moody's Affirms Corporate Family Rating at 'B2'
----------------------------------------------------------
Moody's Investors Service affirmed the B2 corporate family and
probability of default ratings of Delta Air Lines, Inc.  Moody's
affirmed its existing ratings on each of Delta's first lien and
second lien senior secured credit facilities or secured notes and
on the respective rated tranches of certain of its Enhanced
Equipment Trust Certificates.  Moody's also affirmed the SGL-2
speculative grade liquidity rating and changed the outlook to
stable from negative.

The stabilization of the rating outlook reflects Moody's belief
that the recent improvements in industry demand should allow Delta
to build on the positive inflection of its credit metrics that
began in the first quarter of 2010.  The completion of a
substantial majority of the integrations of systems and work
groups since the merger with Northwest Airlines Corporation
removes a considerable amount of execution risk, allowing
management to focus on pursuing the revenue synergies it had
targeted from the merger.  Moody's anticipates that credit metrics
will strengthen into 2011, which supports the stabilization of the
outlook.

The B2 corporate family rating reflects Delta's leading position
in the global passenger airline sector and the improving credit
metrics profile.  Even with recent improvement, Delta's credit
metrics remain somewhat weaker than the cross-industry medians for
the B2 rating category.  However, liquidity remains good with a
substantial cash balance, significant availability under revolving
credit facilities and expectations of expansion of free cash flow
above the about $600 million achieved in the last 12 months
through March 31, 2010.  The B2 rating also considers the benefits
the global route network should provide in an improving market
environment, the manageable level of capital spending with
relatively few aircraft on order and that pressure on labor costs
will remain manageable notwithstanding the recent rulemaking by
the National Mediation Board, that eased the threshold for labor
groups to approve unionization.

The affirmation of the SGL-2 Speculative Grade Liquidity rating
reflects Moody's expectation of positive free cash flow generation
and the maintenance of combined liquidity (unrestricted cash plus
availability under revolving credit facilities above
$5.0 billion).

Demonstrated improvement in credit metrics relative to the levels
at March 31, 2010, could lead to a positive outlook.  Moody's
would look for Debt to EBITDA sustained below 5.5 times, Funds
from Operations + Interest to Interest that approaches 3.0 times
and an EBITDA margin sustained above 15%.  Annual free cash flow
that is sustained above $1.5 billion could also lead to an outlook
change to positive.

The outlook could be changed to negative if the recent positive
inflection of profit margins and credit metrics was to reverse,
either because of weaker than anticipated demand or a significant
sustained increase in the cost of fuel that the company is not
able to cover through higher ticket prices, or a combination of
the two.  Debt to EBITDA that remains above 7.5 times, Funds from
Operations + Interest to Interest that remains below 2.2 times or
an EBITDA margin of less than 13% could cause Moody's to return
the outlook to negative.  The inability to realize the intended
revenue synergies now that the majority of the operating systems
have been consolidated could also adversely affect the credit
profile as could the inability to maintain unrestricted cash above
$3.5 billion.

The last rating action was on December 10, 2009, when Moody's
assigned ratings to the revenue bonds issued by Clayton County
Development Authority, Georgia.

Downgrades:

Issuer: Delta Air Lines, Inc.

  -- Senior Secured Bank Credit Facility, Downgraded to LGD2, 18%
     from LGD1, 03%

  -- Senior Secured Regular Bond/Debenture, Downgraded to LGD2,
     18% from LGD1, 03%

Upgrades:

Issuer: Clayton County Development Authority, GA

  -- Senior Unsecured Revenue Bonds, Upgraded to LGD5, 77% from
     LGD5, 79%

Issuer: Delta Air Lines, Inc.

  -- Senior Secured Bank Credit Facility, Upgraded to LGD3, 46%
     from LGD4, 50%

  -- Senior Secured Regular Bond/Debenture, Upgraded to LGD3, 46%
     from LGD4, 50%

Outlook Actions:

Issuer: Delta Air Lines, Inc.

  -- Outlook, Changed To Stable From Negative

Issuer: Delta Air Lines, Inc. (Old)

  -- Outlook, Changed To Stable From Negative

Issuer: Northwest Airlines, Inc.

  -- Outlook, Changed To Stable From Negative

Delta Air Lines, Inc., headquartered in Atlanta, Georgia, is the
world's largest airline, providing scheduled air transportation
for passengers and cargo throughout the U.S. and around the world.


DELTA AIR: Annual Stockholders Meeting to be Held June 30
---------------------------------------------------------
In a regulatory filing with the U.S. Securities and Exchange
Commission, Delta Air Lines, Inc., notified parties-in-interest of
the 2010 Annual Meeting of Stockholders.  The meeting will be
held at 8:00 a.m. Eastern Daylight Time on Wednesday, June 30,
2010, at the Auditorium at AXA Equitable Center, 787 Seventh
Avenue, New York, New York 10019.

At the meeting, stockholders will vote on these matters:

  * the election of directors for the next year;

  * the ratification of the appointment of Ernst & Young LLP as
    Delta's independent auditors for the year ending
    December 31, 2010;

  * one stockholder proposal; and

  * any other business that may properly come before the
    meeting.

Holders of record of Delta common stock at the close of business
on May 3, 2010, will be entitled to vote at the meeting.  A list
of stockholders entitled to vote at the meeting will be available
for examination during normal business hours for 10 days before
the meeting at Delta's Investor Relations Department, 1030 Delta
Boulevard, Atlanta, Georgia 30354. The stockholder list will also
be available at the meeting.

Because space at the meeting is limited, admission will be on a
first-come, first-served basis.  Stockholders without appropriate
documentation may not be admitted to the meeting.

As permitted by Securities and Exchange Commission rules, Delta
is providing proxy materials online.  As a result, the Company is
sending stockholders a Notice regarding the Availability of Proxy
Materials instead of paper copies of the proxy materials.

Delta encourages stockholders to sign up to receive
electronically future proxy materials, including the Notice
Regarding the Availability of Proxy Materials.  Using electronic
communication significantly reduces our printing and postage
costs, and helps protect the environment. To sign up,
stockholders may visit http://ResearchArchives.com/t/s?63ca

Delta's SEC filings with respect to the 2010 Annual Meeting are
accessible at:

               * http://ResearchArchives.com/t/s?63c9
               * http://ResearchArchives.com/t/s?63cb

                       About Delta Air Lines

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

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

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

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

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

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

                        *     *     *

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


DELTA AIR: Gets DOT Nod for Detroit to Tokyo's Haneda Flights
-------------------------------------------------------------
Delta Air Lines issued a statement from CEO Richard Anderson
praising the U.S. Department of Transportation (DOT) for its
proposal to allow nonstop service between Tokyo International
Airport, also known as Haneda Airport, and Detroit and Los
Angeles.

"We thank Secretary Ray LaHood and his team at the DOT for this
decision, which will increase competition and enhance customer
benefits on flights between the United States and Haneda Airport.
Secretary LaHood has provided great leadership for the U.S.
aviation industry.

"I especially want to thank the more than 12,000 Delta employees,
customers, elected officials, business leaders and community
advocates, in both the United States and Japan, who sent letters
in support of our application.  This new service will create jobs
and boost local economies on both sides of the Pacific.

"We're looking forward to serving this airport from Detroit and
Los Angeles."

Delta will begin its service within the timeframe specified in the
order, pending DOT's final approval.

The decision gives Sky Team, Delta's global airline alliance, its
first opportunity to serve Haneda, which is conveniently located
near central Tokyo.  Delta's service will add a third major
airline alliance to Haneda, increasing
competition and benefits for the consumer.

In Detroit, new service to Haneda will boost Delta's Eastern U.S.
gateway to Asia.  Delta's hub at Detroit, featuring a state-
of-the-art 120-gate terminal designed for international
connections, will provide one-stop service to Haneda for 106 U.S.
cities.

With its new flights between Haneda and Los Angeles, Delta will
service the largest mainland U.S.-Tokyo market, as well as
providing one-stop service for customers in 18 U.S. cities.

Delta's new service at Haneda would complement the airline's
existing service at Tokyo's Narita airport.  Delta currently
offers flights between Narita and 11 U.S. cities.

                       About Delta Air Lines

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

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

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

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

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

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

                        *     *     *

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


DELTA AIR: TechOps Gets 3-Year Contract from China Eastern
----------------------------------------------------------
Delta Air Lines' (NYSE: DAL) maintenance division, Delta TechOps,
announced that the company has signed a three-year contract with
China Eastern Airlines (CEA) to provide maintenance and repair
services to various aircraft engine types.  The contract, which
includes an option for extension at the end of three years, will
immediately apply to three CFM56-7 series engines utilized by the
airline.

"Delta TechOps is ideally positioned to support China Eastern's
engine maintenance needs with our expanded presence in Asian
markets," said Tony Charaf, President for Delta TechOps.  "The
trust China Eastern has in our team's maintenance support
capabilities is an indication of Delta TechOps' growing reputation
for service, high quality and cost management in the region."

         About China Eastern Airlines Co., Ltd (CEA)

Based in Shanghai, China Eastern Airlines Co., Ltd (CEA) is
one of the biggest airlines in China.  CEA was established in
June 1988 and has been growing rapidly for 18 years.  Today, it
operates more than 80 international and regional routes and over
330 domestic routes, which connect 110 cities in China and
abroad.  A worldwide network based in Shanghai covering China and
connecting Japan and Korea, Southeast Asia, Europe, America and
Australia has formed, which provides a smooth air express for
passengers at home and abroad.  With the registered capital of
RMB 2.558 billion and total assets of RMB 62.1 billion, CEA has
35,000 employees and 200 large- to medium-sized modern jets
ranging from A340-600.  More about CEA is available at
http://www.flychinaeastern.com

                    About Delta TechOps

Delta TechOps is the largest airline maintenance, repair and
overhaul provider in North America, generating more than
$500 million in revenue in 2009.  In addition to providing
maintenance and engineering support for Delta's fleet of more than
750 aircraft, Delta TechOps serves more than 150 other aviation
and airline customers around the world, specializing in high-skill
work like engines, components, hangar and line maintenance.  Delta
TechOps employs more than 8,500 maintenance professionals and is
one of the world's most experienced providers with more than seven
decades of aviation expertise.  More about Delta TechOps is
available at http://www.deltatechops.com

                       About Delta Air Lines

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

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

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

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

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

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

                        *     *     *

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


DIETRICH'S SPECIALTY: Gets Interim OK to Obtain DIP Financing
-------------------------------------------------------------
Dietrich's Specialty Processing, LLC, sought and obtained interim
authorization from the U.S. Bankruptcy Court for the Eastern
District of Pennsylvania to use cash collateral and obtain
postpetition financing from VIST Bank.

The Company will have interim access to cash until June 11,
pending final approval of the financing and cash collateral use.
The Court has set a final hearing for June 10, 2010.

The DIP lender has committed to provide a non-revolving line of
credit.  The Debtor's obligation to repay advances under Line will
be evidenced by the Debtor's promissory note in the face amount of
$500,000.

A copy of the DIP financing agreement is available for free at:

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

Dexter Case, Esq., at Case, DiGamberardino & Lutz, P.C., the
attorney for the Debtor, explains that the Debtor needs the money
to fund its Chapter 11 case, pay suppliers and other parties.

Prior to the commencement of the Debtor's bankruptcy case, VIST
made loans and advances, and provided other credit accommodations
to and for the benefit of the Debtor.  The principal amount of all
loans, advances and other indebtedness owed by the Debtor to VIST
pursuant to the existing financing agreements as of the Petition
Date consists of loans in the aggregate principal amount of not
less than $4,396,060.85, together with interest accrued and
accruing thereon and fees, costs, expenses and other charges
accrued and accruing with respect thereto.

The DIP facility will mature on June 30, 2010.  The DIP facility
will incur interest at the Prime Rate (the greater of (i) 5% and
(ii) the rate per annum equal to the rate of interest announced by
Bank as its Prime Rate).  In the event of default, the Debtors
will pay the sum of the Prime Rate in effect from time to time,
plus the 300 basis points for each 30 day period or the default
rate margin.

VIST is authorized to apply $78,000 initially advanced under the
DIP Agreement to repay in full all accrued pre-petition interest
on the pre-petition debt and future advances under the DIP
Agreement and cash collateral to post-petition interest on the
pre-petition debt and the DIP financing.

The DIP lien is subject to a carve-out, which is the (i) the sum
of (a) up to $78,000 in accrued, unpaid fees and expenses for the
Borrower's counsel, plus (b) up to $52,000 in accrued, unpaid fees
and expenses for Penn Hudson, Debtors management consultant, plus
(c) up to $26,000 in accrued, unpaid fees and expenses for
Debtor's outside accountant; plus (d) up to $40,000 in accrued,
unpaid fees and expenses for Committee professionals, plus (e) up
to $15,000 for fees payable pursuant to the U.S. Trustee fee,
collectively subject to an aggregate cap of up to $198,000.

The Debtor agrees that it will deliver to VIST: (a) on Monday of
each week commencing May 17, 2010, a report reflecting detail
actual receipts and disbursements during the previous calendar
week and a comparison of the actual receipts and disbursements for
the week as well as on a cumulative basis through the end of the
prior week; (b) notice of the occurrence of any Default or Event
of Default immediately upon knowledge thereof; (c) all financial
statements required under the Existing Financing Documents; and
(d) from time to time, such further information regarding the
business affairs and financial condition of the Debtor as VIST may
reasonably request.

Mr. Case says that the Debtor will also use the cash collateral to
provide additional liquidity.

As partial adequate protection for the use of cash collateral and
to secure the prompt payment and performance of any and all
obligations, liabilities and indebtedness of the Debtor to VIST,
VIST is granted valid and perfected first priority security
interests and liens.  As additional adequate protection for the
use of cash collateral and security for all of the DIP Loan
Obligations of the Debtor to VIST, VIST is granted an allowed
super-priority administrative claim.

The Debtor will use cash collateral and the proceeds of the DIP
Loan provided to the Debtor pursuant to the budget, a copy of
which is available for free at:

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

                        About Dietrich

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


DON WHITE: Files List of 18 Largest Unsecured Creditors
-------------------------------------------------------
Don Grover White has filed with U.S. Bankruptcy Court for the
District of Nevada its list of largest unsecured creditors,
disclosing:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
Aspen Financial Services
Attn: Jeff Guinn
7900 W Sahara #200         Potential liability as
Las Vegas, NV 89117        co-guarantor of loan    $22,619,401

Housing Capital
Company; HOF Financial I
LLC
Attn: Bill Wells
3200 W Britol Street,      Potential liability as
Suite 500                  co-guarantor of a loan
Costa Mesa, CA 92626       and litigation          $11,748,477

FDIC as Receiver for
Franklin Bank
c/o Douglas F Behm Esq.
Dougla F Behm, PLLC
14362 N. Frank Lloyd Wright
Boulevard, Suite 1000      Potential liability as
Scottsdale, AZ 85260       co-guarantor of loans    $9,442,365

FDIC as Receiver for
AmTrust Bank
1801 East Ninth Street
Suite 200                  Potential liability as
Cleveland, OH 44114        co-guarantor of loans    $8,939,190

MW Housing Partners I, LLC
c/o Weyerhaeuser Realty
Investors
Attn: Jason Purvis
8105 Irvine Center Dr
Suite 420                   Potential liability as
Irvine, CA 92618            co-guarantor of loans   $6,082,938

Bank of the West
Attn: Officer Director or
Managing Agent
180 Montgomery Street       Potential liability as
San Francisco, CA 94104     co-guarantor of loan    $5,177,624

Tier One Bank
Attn: Jeff Smith
1235 N. Street              Potential liability as
Lincoln, NE 68508           co-guarantor of loan    $4,451,146

Investors Mortgage
Corporation
Attn: Richard Anderson
8879 W. Flamingo Road
Suite 203                   Potential liability as
Las Vegas, NV 89147         co-guarantor of loans   $3,367,648

Wells Fargo Bank
Attn: Jed Dealy
4643 S Ulster St #1400      Potential liability as
Denver, CO 80237            co-guarantor of loan    $2,900,707

Fortis Commercial
Advisors
Attn: Frank Jalili VP Invest
Services
10100 W Charleston Boulevard
Suite 160                   Potential liability as
Las Vegas, NV 89135         co-guarantor of loans   $2,100,000

Gulf Coast Bank & Trust
Company
Attn: Donna Herrmann
200 St Charles Avenue
4th Floor                   Potential liability as
New Orleans, LA 70130       co-guarantor of loans   $1,368,876

Washington Federal
Savings
Attn: Patrick Wilson
425 Pike St 2nd FL          Potential liability as
Seattle, WA 98101           co-guarantor of loan    $1,000,000

MW Housing Partners I,
LLC
c/o Weyerhaeuser Realty
Investors
Attn: Jason Purvis
1301 Fifth Avenue Suite 3100
Seattle, WA 98101            Unsecured notes          $250,000

WRI Communities Fund I LLC   Potential liability as
                             Co-guarantor             $220,000

Woodworth Company            Litigation                $85,188

Capitol Indemnity Corp.      Litigation and potential
And/or Platte River Ins Co   liability as co-
                             indemnitor for surety
                             bonds                     $30,000

Concord Service Corp         Trade debt                 $1,200

American Commercial          Potential liability for
Credit Services              debts of business          $1,038

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.


DON WHITE: Taps Amy Tirre as Associate Local Counsel
----------------------------------------------------
Don Grover White has asked for authorization from the U.S.
Bankruptcy Court for the District of Nevada to employ Amy N. Tirre
as associate local counsel.

Ms. Tirre will represent the Debtor as associate Nevada counsel.

The Debtor and Ms. Tirre didn't disclose how Ms. Tirre will be
compensated.

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

Las Vegas, Nevada-based Don Grover White filed for Chapter 11
bankruptcy protection on May 21, 2010 (Bankr. D. Nev. Case No. 10-
19402).  The Company listed $1,000,001 to 10,000,000 in assets and
$50,000,001 to $100,000,000 in liabilities.


DON WHITE: Taps William Lobel as Bankruptcy Counsel
---------------------------------------------------
Don Grover White has sought permission from the U.S. Bankruptcy
Court for the District of Nevada to employ William N. Lobel as
bankruptcy counsel.

Mr. Lobel will provide legal representative in connection with the
Debtor's bankruptcy case.

The Debtor and Mr. Lobel didn't disclose how Mr. Lobel will be
compensated.

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

Las Vegas, Nevada-based Don Grover White filed for Chapter 11
bankruptcy protection on May 21, 2010 (Bankr. D. Nev. Case No. 10-
19402).  The Company listed $1,000,001 to 10,000,000 in assets and
$50,000,001 to $100,000,000 in liabilities.


DONALD KELLAND: Creditors Want Chapter 11 Trustee Appointed
-----------------------------------------------------------
Mark Kelland and Desert Road Builders, Inc., creditors and
parties-in-interest, ask the U.S. Bankruptcy Court for the
District of Arizona to appoint a Chapter 11 trustee in the
Chapter 11 case of Donald Kelland and Noel Kelland.

The creditors say that the Debtors:

   -- mismanaged the estate and Debtors' interests in estate
      assets;

   -- failed to submit a plan of reorganization; and

   -- have no reasonably viable means of generating revenue
      sufficient to affect a workout.

The Debtors are represented by:

     Christopher J. Berry, Esq.
     E-mail: cberry@berryandbranch.com
     Katherine R. Branch, Esq.
     E-mail: kbranch@berryandbranch.com
     Berry & Branch, PLLC
     2302 N. Third Street
     Phoenix, Arizona 85004
     Tel: (602) 462-1141
     Fax: (602) 462-1151

Phoenix, Arizona-based Donald Kelland and Noel Kelland filed for
Chapter 11 bankruptcy protection on Nov. 15, 2009 (Bankr. D. Ariz.
Case No. 09-29392).  The Company listed $10,000,001 to $50,000,000
in assets and $10,000,001 to $50,000,000 in liabilities.


EAST WEST RESORT: Wins Confirmation of Chapter 11 Plan
------------------------------------------------------
Bill Rochelle at Bloomberg News reports that East West Resort
Development V LP on June 2 won confirmation of its Chapter 11
plan.  The plan approved by the bankruptcy judge allows affiliates
of existing owners to invest as much as $32.5 million for the
continued construction and operation of four residential
communities at the Northstar-at-Tahoe Resort.  Secured creditors
are to be paid in full by having their debts reinstated or
restructured or their collateral given back.  An affiliate of
Crescent Real Estate Equities Co. is to invest 95% of the new
$32.5 million investment and will have 76% of the limited
partnership interests in the reorganized company.

                      About East West Resort

Avon, Colorado-based East West Resort Development V, L.P.,
L.L.L.P., is a limited partnership between Crescent Resort
Development, Inc., and long-standing developer East West Partners,
Inc., that was formed to develop residential and commercial real
estate projects on and around the Northstar at Tahoe Resort in
Lake Tahoe, California.

East West Resort filed for Chapter 11 bankruptcy protection on
February 16, 2010 (Bankr. D. Del. Case No. 10-10452), estimating
its assets and debts at $100,000,001 to $500,000,000.  The
Company's affiliates -- Tahoe Club Company, LLC Tahoe Club
Company, LLC; Tahoe Mountain Resorts, LLC; NMP Holdings, LLC;
Grays Station, LLC; Old Greenwood, LLC; Old Greenwood Realty,
Inc.; Northstar Village Townhomes, LLC; Northstar Big Horn, LLC;
Northstar Trailside Townhomes, LLC; Northstar Iron Horse, LLC; and
Northstar Mountain Properties, LLC -- filed separate Chapter 11
petitions.

Paul, Hastings, Janofsky & Walker LLP serves as bankruptcy
counsel.  The Debtors' financial advisor is Houlihan Lokey Howard
& Zukin Capital, Inc.  The Debtors' claims agent is Epiq
Bankruptcy Solutions.


EVERGREEN BANCORP: Files For Chapter 7 Petition
-----------------------------------------------
BankruptcyData.com reports that Evergreen Bancorp filed for
Chapter 7 protection (Bankr. D. Wash. Case No. 10-16190).  The
bank is represented by Hugh R. McCullough of Davis Wright
Tremaine.

On January 22, 2010, the FDIC was appointed as receiver of
Evergreen Bank.  To protect the depositors, the FDIC entered into
a purchase and assumption agreement with Umpqua Bank, Roseburg,
Oregon, to assume all of the deposits of Evergreen Bank.

In its most recent annual report filed with the SEC, the Company
lists $462 million in total assets, but the Chapter 7 petition
cites just $2 million in assets.

                     About EvergreenBancorp Inc.

Headquartered in Seattle, Washington, EvergreenBancorp, Inc.
(OTC BB: EVGG) -- http://www.EvergreenBancorp.com/-- is a bank
holding company.  The Company's wholly owned subsidiary,
EvergreenBank -- http://www.EvergreenBank.com/-- serves the Puget
Sound region with branches in Seattle, Bellevue, Lynnwood, Federal
Way and Kent.  The Bank focuses on general commercial banking
business, offering commercial banking services to small and
medium-size businesses, professionals and retail customers.


FAIRPOINT COMMS: Gets 2nd Extension of Removal Period
-----------------------------------------------------
FairPoint Communications Inc. and its units sought and obtained an
order from the U.S. Bankruptcy Court for the Southern District of
New York for an extension, through and including July 26, 2010, of
the time within which the Debtors may file notices of removal of
pending state court actions pursuant to Rule 9027(a)(2)(A) of the
Federal Rules of Bankruptcy Procedure.

James T. Grogan, Esq., at Paul Hastings Janofsky & Walker LLP, in
New York, relates that since the entry of the First Action
Removal Extension Order, the Debtors and their professionals have
expended substantial time and effort in making significant
progress in their Chapter 11 cases.  Among others, the
preparation and filing of the Debtors' Plan and Disclosure
Statement resulted in the Debtors' lack of time to fully examine
the pending Actions to determine the feasibility or benefit of
removing each Action, he explains.

Moreover, the Debtors aver that in connection with determining
whether to remove any Action, they need to conduct a
comprehensive analysis of their pending Actions and evaluate
whether removal would affect their rights, liabilities and
ultimate distribution to the estate's creditors.

                   About FairPoint Communications

FairPoint Communications, Inc. (NYSE: FRP) --
http://www.fairpoint.com/-- is an industry-leading provider of
communications services to communities across the country.
FairPoint owns and operates local exchange companies in 18 states
offering advanced communications with a personal touch, including
local and long distance voice, data, Internet, television and
broadband services.  FairPoint is traded on the New York Stock
Exchange under the symbols FRP and FRP.BC.

FairPoint and its affiliates filed for Chapter 11 on Oct. 26, 2009
(Bankr. D. Del. Case No. 09-16335).  Rothschild Inc. is acting as
financial advisor for the Company; AlixPartners, LLP as the
restructuring advisor; and Paul, Hastings, Janofsky & Walker LLP
is the Company's counsel.  BMC Group is claims and notice agent.

As of June 30, 2009, FairPoint reported $3.24 billion in total
assets, $321.41 million in total current liabilities,
$2.91 billion in total long-term liabilities, and $1.23 million in
total stockholders' equity.

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


FAIRPOINT COMMS: Plan Awaits Ruling From State Regulators
---------------------------------------------------------
The confirmation hearings in the cases of FairPoint
Communications Inc. and its debtor affiliates are continued to
July 2010 pending approvals of the public utility commissions in
Maine, New Hampshire, and Vermont and the resolution of any
dispute with respect to the litigation trust contemplated by the
proposed Chapter 11 Plan.

The confirmation hearing commenced on May 11, 2010.

In an effort to iron out some disputes, FairPoint entered into
certain regulatory settlements with the Maine, New Hampshire and
Vermont PUCs in February 2010.  The Regulatory Settlements
include terms related to broadband commitments, capital
investment and service quality requirements.  The Settlements are
incorporated in the Company's Chapter 11 Plan.

Failure to meet service quality requirements in Maine, New
Hampshire, and Vermont may result in penalties being assessed by
the respective state regulatory body.  Term sheets executed with
the state regulatory authorities of New Hampshire and Vermont
defer fiscal 2008 and 2009 penalties until December 31, 2010, and
include a clause whereby those penalties may be forgiven in part
or in whole if the Company meets certain metrics for the 12-month
period ending December 31, 2010.

FairPoint noted in its recently filed annual report for the 2009
fiscal year that as of December 31, 2009, it has accrued fiscal
2008 and 2009 liabilities of $6.0 million for New Hampshire and
approximately $11.4 million for Vermont.

                  New Hampshire PUC Proceedings

The merits hearing in the New Hampshire PUC with respect to
FairPoint matters commenced on May 24, 2010.

According to Debra A. Howland, executive director of NHPUC, her
office will accept written submissions by June 4, 2010, in lieu
of oral closing statements.  To the extent any party wishes to
address the motion for interim suspension of the March 31, 2010
broadband deployment deadline, it may do so orally at the close
of the hearing or as part of its post-hearing written
submissions.

        FairPoint Could Pay $600K+ in Legal Fees to Maine

The U.S. Bankruptcy Court for the Southern District of New York
is not against the idea of FairPoint Communications covering the
legal fees and costs of the Maine Public Utility Commission and
the Public Advocate's Office.  According to the Mainebiz News,
FairPoint can pay up to $600,000 in outside legal fees that the
public agencies had incurred while standing in for FairPoint's
consumers in the Company's Chapter 11 proceedings.

Bankruptcy Judge Lifland previously authorized FairPoint to
reimburse the actual, reasonable, out-of-pocket expenses and
costs incurred by the New Hampshire Public Utility Commission's
Staff Advocates and the Vermont Department of Public Service
postpetition, solely in furtherance of the process of negotiating
the terms of Regulatory Settlement Agreements among the parties.
The authorized reimbursements include reasonable fees and
expenses of the Regulatory Agencies' professionals.

                   About FairPoint Communications

FairPoint Communications, Inc. (NYSE: FRP) --
http://www.fairpoint.com/-- is an industry-leading provider of
communications services to communities across the country.
FairPoint owns and operates local exchange companies in 18 states
offering advanced communications with a personal touch, including
local and long distance voice, data, Internet, television and
broadband services.  FairPoint is traded on the New York Stock
Exchange under the symbols FRP and FRP.BC.

FairPoint and its affiliates filed for Chapter 11 on Oct. 26, 2009
(Bankr. D. Del. Case No. 09-16335).  Rothschild Inc. is acting as
financial advisor for the Company; AlixPartners, LLP as the
restructuring advisor; and Paul, Hastings, Janofsky & Walker LLP
is the Company's counsel.  BMC Group is claims and notice agent.

As of June 30, 2009, FairPoint reported $3.24 billion in total
assets, $321.41 million in total current liabilities,
$2.91 billion in total long-term liabilities, and $1.23 million in
total stockholders' equity.

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


FAIRPOINT COMMS: Reports 2009 Annual Financial Results
------------------------------------------------------
FairPoint Communications, Inc., delivered to the U.S. Securities
and Exchange Commission on May 27, 2010, its annual report for
the period ended December 2009.

FairPoint Chief Executive Officer David L. Hauser relates that
the Company's revenues decreased $147,900,000 to $1,126,800,000
in 2009 compared to 2008.

According to Mr. Hauser, FairPoint's revenues have been impacted
by the weakness of the economy during 2008 and 2009, which has
caused a decrease in discretionary consumer spending and resulted
in an increase in access line losses and a decrease in usage.
Revenues have also been adversely impacted by the effects of
competition and the use of alternative technologies, he notes.
The "cutover" issues of the Company, which refer to the
transition process of certain acquisitions of the Company from
Verizon Communications, and the detrimental effects of its
bankruptcy proceedings also affected its revenues, Mr. Hauser
cites.  FairPoint filed for bankruptcy protection in October
2009.

The acquisition of "Legacy FairPoint" contributed $245,500,000
and $196,700,000 to total revenues in the years ended Dec. 31,
2009 and 2008, respectively, according to Mr. Hauser.  Excluding
the impact of the Merger, combined total revenue would have
decreased $196.7 million.

"Legacy FairPoint" refers to FairPoint Communications, Inc.,
exclusive of its acquired Northern New England operations.  The
Merger refers to a March 2008 transaction for the merger of
FairPoint affiliates with Northern New England Spinco Inc., a
Verizon subsidiary.

The Company's cost of services and sales decreased $61,900,000 to
$514,900,000 in 2009 compared to 2008.  Legacy FairPoint
contributed $88,700,000 and $80,500,000 to cost of services and
sales in the years ended December 31, 2009 and 2008,
respectively.  Excluding the impact of the Merger and a Merger-
related Transition Services Agreement, cost of services and sales
would have declined $19,500,000.

Selling, general and administrative expenses of FairPoint
increased $41,300,000 to $425,600,000 in 2009 compared to 2008.
Legacy FairPoint contributed $79,200,000 and $38,100,000 to
selling, general and administrative expenses in the years ended
December 31, 2009 and 2008, respectively.  Excluding the impact
of the Merger and the Transition Services Agreement, selling,
general and administrative expenses would have increased
$106,400,000.

Depreciation and amortization increased $20,300,000 to
$275,300,000 in 2009 compared to 2008.  Legacy FairPoint
contributed $36,700,000 and $27,800,000 to depreciation and
amortization expense in the years ended December 31, 2009 and
2008, respectively.  Excluding the impact of the Merger,
depreciation and amortization expense would have increased
$11,400,000, due primarily to increased gross plant asset
balances, including capitalized software placed into service upon
termination of the Transition Services Agreement.

Included in operating expenses are non-cash stock based
compensation expenses associated with the award of restricted
stock and restricted units.  Stock based compensation expenses
totaled $2,100,000 and $4,400,000 for the years ended Dec. 31,
2009 and 2008, respectively.

Net loss for the year ended December 31, 2009, was $241,400,000
compared to net loss of $68,500,000 for the year ended
December 31, 2008.

As of April 30, 2010, there were 89,989,144 shares of FairPoint's
common stock outstanding.

A full-text copy of FairPoint Communications' 2009 Annual Report
on Form 10-K is available for free at the SEC:

             http://ResearchArchives.com/t/s?6393

       FairPoint Communications, Inc., and Subsidiaries
                  Consolidated Balance sheets
                    As of December 31, 2009

Assets:
Current Assets
Cash                                             $109,355,000
Restricted Cash                                     2,558,000
Accounts receivable, net                          154,095,000
Materials and Supplies                             18,884,000
Other                                              24,042,000
Deferred income tax, net                           75,713,000
                                                --------------
Total current assets                               384,647,000

Property, plant and equipment, net               1,950,435,000
Intangible assets, net                             211,819,000
Prepaid pension, asset                               8,808,000
Debt issue costs, net                                  680,000
Restricted cash                                      1,478,000
Other assets                                        19,135,000
Goodwill                                           595,120,000
                                                --------------
Total Assets                                    $3,172,122,000
                                                ==============

Liabilities and Stockholders' Equity:
Current portion of long term debt                           -
Current portion of capital lease obligations                -
Accounts payable                                  $61,681,000
Dividends payable                                           -
Accrued interest payable in cash                       36,000
Interest rate swaps                                         -
Other non-operating accrued liability                       -
Other accrued liabilities                          44,004,000
                                                --------------
Total current liabilities                          105,721,000

Long term liabilities:
Capital lease obligations                                   -
Accrued pension obligation                         51,438,000
Employee benefit obligations                      261,420,000
Deferred income taxes                             115,742,000
Unamortized investment tax credits                  4,788,000
Other long-term liabilities                        15,100,000
Long term debt, net of current portion                      -
Interest rate swap agreements                               -
                                                --------------
Total long-term liabilities                        448,488,000
Total Liabilities not Subject
to Compromise                                      554,209,000

Total liabilities subject to compromise          2,836,340,000
                                               ---------------
Total liabilities                                3,390,549,000
                                               ---------------
Stockholders' equity (deficit):
Common stock                                          900,000
Additional paid-in capital                        725,312,000
Retained earnings (deficit)                      (819,715,000)
Accumulated other comprehensive loss             (124,924,000)
                                               ---------------
Total stockholders' equity (deficit)              (218,427,000)
                                               ---------------
Total liabilities and stockholders' equity      $3,172,122,000
                                               ===============

       FairPoint Communications, Inc., and Subsidiaries
             Consolidated Statement of Operations
              For the Year Ended December 31, 2009

Revenues                                        $1,126,761,000

Operating Expenses:
Cost of services and sales, excluding
depreciation and amortization                     514,935,000
Selling general and administrative expense,
including depreciation and amortization           425,642,000
Depreciation and amortization                     275,334,000
                                               ---------------
Total operating expenses                         1,215,911,000
                                               ---------------
Income (loss) from Operations                      (89,150,000)
                                               ---------------
Other income (expense):
Interest expense                                 (204,919,000)
Gain (loss) on derivative instruments              12,320,000
Gain on early retirement of debt                   12,357,000
Other                                               2,000,000
                                               ---------------
Total other expense                               (178,242,000)
                                               ---------------
Income (loss) before reorganization items
and income taxes                                  (267,392,000)
Reorganization items                               (53,018,000)
Income (loss) before income taxes                 (320,410,000)
Income tax (expense) benefit                        79,014,000
                                               ---------------
Net Income (Loss)                                ($241,396,000)
                                               ===============

         FairPoint Communications, Inc., and Subsidiaries
              Consolidated Statements of Cash Flows
              For the Year Ended December 31, 2009

Cash flows from operating activities:
Net (loss) income                               ($241,396,000)
                                               ---------------
Adjustments to reconcile net income to net cash
provided by operating activities excluding
impact of acquisitions:
Deferred income taxes                             (78,722,000)
Provision for uncollectible revenue                56,073,000
Depreciation and amortization                     275,334,000
Non-cash interest expense                          31,137,000
Post-retirement accruals                           34,151,000
(Gain) loss on derivative instruments             (12,320,000)
Gain on early retirement of debt,
excluding cash fees                               (12,477,000)
Non-cash reorganization costs                      43,964,000
Other non-cash items                               28,742,000
Changes in assets and liabilities
arising from operations:
  Accounts receivable                              (32,470,000)
  Prepaid and other assets                          19,063,000
  Accounts payable and accrued liabilities         (12,435,000)
  Accrued interest payable                          61,312,000
  Other assets and liabilities, net                 (9,633,000)
                                               ---------------
Total adjustments                                 391,719,000
                                               ---------------
Net cash provided by operating activities         150,323,000

Cash flows from investing activities:
Acquired cash balance, net                                  -
Net capital additions                            (178,752,000)
Net proceeds from sales of investments
  and other assets                                   1,361,000
                                               ---------------
Net cash used in investing activities            (177,391,000)

Cash flows from financing activities:
Loan origination costs                             (3,046,000)
Proceeds from issuance of long term debt           50,000,000
Repayments of long-term debt                      (20,848,000)
Contributions from Verizon                                  -
Restricted cash                                    65,114,000
Repayment of capital lease obligations             (2,126,000)
Dividends paid to stockholders                    (22,996,000)
                                               ---------------
Net cash provided by financing activities          66,098,000
                                               ---------------
Net increase (decrease) in cash                   (39,030,000)
                                               ---------------
Cash, beginning of period                           70,325,000
                                               ---------------
Cash, end of period                               $109,355,000
                                               ===============

                   About FairPoint Communications

FairPoint Communications, Inc. (NYSE: FRP) --
http://www.fairpoint.com/-- is an industry-leading provider of
communications services to communities across the country.
FairPoint owns and operates local exchange companies in 18 states
offering advanced communications with a personal touch, including
local and long distance voice, data, Internet, television and
broadband services.  FairPoint is traded on the New York Stock
Exchange under the symbols FRP and FRP.BC.

FairPoint and its affiliates filed for Chapter 11 on Oct. 26, 2009
(Bankr. D. Del. Case No. 09-16335).  Rothschild Inc. is acting as
financial advisor for the Company; AlixPartners, LLP as the
restructuring advisor; and Paul, Hastings, Janofsky & Walker LLP
is the Company's counsel.  BMC Group is claims and notice agent.

As of June 30, 2009, FairPoint reported $3.24 billion in total
assets, $321.41 million in total current liabilities,
$2.91 billion in total long-term liabilities, and $1.23 million in
total stockholders' equity.

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


FIRST NATIONAL BANK: Closed; The Jefferson Bank Assumes Deposits
----------------------------------------------------------------
First National Bank of Rosedale, Miss., was closed on June 4,
2010, by the Office of the Comptroller of the Currency, which
appointed the Federal Deposit Insurance Corporation as receiver.
To protect the depositors, the FDIC entered into a purchase and
assumption agreement with The Jefferson Bank of Fayette, Miss., to
assume all of the deposits of First National Bank.

The sole branch of First National Bank will reopen during normal
business hours as a branch of The Jefferson Bank.  Depositors of
First National Bank will automatically become depositors of The
Jefferson Bank.  Deposits will continue to be insured by the FDIC,
so there is no need for customers to change their banking
relationship to retain their deposit insurance coverage.
Customers of First National Bank should continue to use their
existing branch until they receive notice from The Jefferson Bank
that it has completed systems changes to allow other The Jefferson
Bank branches to process their accounts as well.

As of March 31, 2010, First National Bank had around $60.4 million
in total assets and $63.5 million in total deposits.  The
Jefferson Bank did not pay the FDIC a premium for the deposits of
First National Bank.  In addition to assuming all of the deposits
of the failed bank, The Jefferson Bank agreed to purchase
essentially all of the assets.

The FDIC and The Jefferson Bank entered into a loss-share
transaction on $43.5 million of First National Bank's assets.  The
Jefferson Bank will share in the losses on the asset pools covered
under the loss-share agreement.  The loss-share transaction is
projected to maximize returns on theassets covered by keeping them
in the private sector.  The transaction also is expected to
minimize disruptions for loan customers.  For more information on
loss share, please visit:

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

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-331-6306.  Interested parties also can
visit the FDIC's Web site at:

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

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $12.6 million.  The Jefferson Bank's acquisition of all
the deposits was the "least costly" resolution for the FDIC's DIF
compared to all alternatives.  First National Bank is the 79th
FDIC-insured institution to fail in the nation this year, and the
first in Mississippi.  The last FDIC-insured institution closed in
the state was Bank of Falkner, Falkner, on Sept. 29, 2000.


FORD MOTOR: Moody's Maintains 'B1' Despite Mercury Production Halt
------------------------------------------------------------------
Moody's Investors Service released an Issuer Comment stating that
the ratings and outlook of Ford Motor Company are being maintained
following the company's announcement that it will end production
of Mercury vehicles during the fourth quarter of this year.
Ford's ratings include: B1 Corporate Family Rating and Probability
of Default Rating; Ba1 secured rating; B2 unsecured rating; and
SGL-2 Speculative Grade Liquidity Rating.  The rating outlook is
stable.

The last rating action on Ford was an upgrade of the company's
Corporate Family Rating to B1 on May 18, 2010.

Ford Motor Company, headquartered in Dearborn Michigan, is a
leading global manufacturer of automobiles.


FOUNTAIN SQUARE II: Can Use Cash to Order Replacement Parts
-----------------------------------------------------------
Judge Hon. Catherine Peek McEwen of the United States Bankruptcy
Court for the Middle District of Florida, in Tampa, has given
Fountain Square II, Ltd., limited authority to use its lender's
cash collateral purpose of ordering a replacement part for a
broken part from Tudi Mechanical Systems, Inc., critical to the
operation of the air conditioning system.  The amount needed to
order the part is approximately $39,000, representing one-half of
the quoted amount for repair of the air conditioning system.  The
lack of air conditioning would adversely impact the tenants of the
Office Building.  Counsel for the secured creditor, Branch Bank &
Trust, consented to the use of cash collateral for the purpose of
ordering the necessary part for the air conditioning system.

Prior to the Petition Date, the Debtor, as borrower, executed and
delivered to Capmark Finance, Inc., a promissory note for
$16,060,000; a promissory note for $4,040,000; a Mortgage,
Assignment of Rents and Leases, Security Agreement and Fixture
Filing; and Assignment of Leases and Rents; and UCC-1 Financing
Statement.  Thereafter, the initial loan documents were assigned
by Capmark Finance to Colonial Bank, N.A.

On September 28, 2007, the Debtor and Colonial Bank entered into
the Notice of Future Advance and Mortgage Modification Ageement.
A future advance for $4,900,000 was granted by Colonial Bank to
the debtor.  The Notice of Future Advance was consolidated with
the outstanding principal balances of the Promissory Notes
pursuant to a Consolidation and Renewal Promissory Note for
$25,000,000.

The Initial Loan Documents together with the Notice of Future
Advance were assigned by the Federal Deposit Insurance
Corporation, as receiver for Colonial Bank, in favor of BB&T.

In its motion, the Debtor sought permission to use cash
collateral:

     -- for care, maintenance and preservation of the Debtor's
        assets;

     -- to pay necessary payroll and other business expenses;

     -- to purchase goods and services, including inventory; and

     -- for continued business operations.

The Debtor said in the motion it proposes to allow floating liens
on the postpetition collateral in the same amount and level as
BB&T held prepetition and maintain the same level of Collateral as
prepetition.  Because of uncertainties regarding the timing of
expenses and purchases, and the impact of Chapter 11 on these
items, the Debtor said it is impossible to predict with accuracy
the precise amount of cash collateral necessary for the Debtor to
operate its business.  The Debtor said the proposed utilization of
cash collateral will not, in any event, impair BB&T's position.

Tampa, Florida-based Fountain Square II, Ltd., filed for Chapter
11 bankruptcy protection on May 13, 2010 (Bankr. M.D. Fla. Case
No. 10-11419).  The Company estimated its assets and debts at
$10,000,001 to $50,000,000.


FREDDIE MAC: Files April 2010 Monthly Volume Summary
----------------------------------------------------
Freddie Mac (formally known as the Federal Home Loan Mortgage
Corporation) on May 25, 2010, issued its April 2010 Monthly Volume
Summary.  A full-text copy of the Monthly Volume Summary is
available at no charge at http://ResearchArchives.com/t/s?642f

Freddie Mac reported that the total mortgage portfolio increased
at an annualized rate of 3.0% in April.  Refinance-loan purchase
and guarantee volume was $18.4 billion in April, down from $23.1
billion in March.  The aggregate unpaid principal balance of
Freddie Mac's mortgage-related investments portfolio increased by
approximately $3.9 billion due to purchase of delinquent mortgage
loans from PC pools.  Total guaranteed PCs and Structured
Securities issued decreased at an annualized rate of 6.6% in
April.  Freddie Mac's single-family delinquency rate fell to 4.06%
in April, down 7 basis points from March.  Multifamily delinquency
rate was 0.25% in April.  Freddie Mac said the measure of its
exposure to changes in portfolio market value (PMVS-L) averaged
$391 million in April. Duration gap averaged 0 months.

On February 10, 2010, Freddie Mac announced it will purchase
substantially all of the single-family mortgage loans that are 120
days or more delinquent from its PCs.

As of March 31, 2010, Freddie Mac had $2.36 trillion in total
assets against $2.37 trillion in total liabilities.  The Company
had a net worth deficit of $10.5 billion at March 31, 2010,
compared to positive net worth of $4.4 billion at December 31,
2009.

                        About Freddie Mac

Based in McLean, Virginia, Freddie Mac (NYSE: FRE)
-- http://www.FreddieMac.com/-- was established by Congress in
1970 to provide liquidity, stability and affordability to the
nation's residential mortgage markets.  The Company's
participation in the secondary mortgage market includes providing
its credit guarantee for residential mortgages originated by
mortgage lenders and investing in mortgage loans and mortgage-
related securities.  The Company earns management and guarantee
fees for providing its guarantee and performing management
activities (such as ongoing trustee services, administration of
pass-through amounts, paying agent services, tax reporting and
other required services) with respect to issued PCs and Structured
Securities.

Freddie Mac is under conservatorship and is dependent upon the
continued support of Treasury and FHFA to continue operating its
business.  The Company received $6.1 billion and $30.8 billion in
June 2009 and March 2009, respectively, pursuant to draw requests
that FHFA submitted to Treasury on the Company's behalf to address
the deficits in the Company's net worth as of March 31, 2009, and
December 31, 2008, respectively.  As a result of funding of the
draw requests, the aggregate liquidation preference on the senior
preferred stock owned by Treasury increased from $14.8 billion as
of December 31, 2008, to $51.7 billion on December 31, 2009.


FREDDIE MAC: Fights Taylor Bean Creditors Over Lawsuit
------------------------------------------------------
American Bankruptcy Institute reports that Freddie Mac is fighting
a bid by Taylor Bean & Whitaker Mortgage Corp.'s unsecured
creditors to defend the company in a multi-million-dollar lawsuit
that targets Freddie and the mortgage lender.

Based in McLean, Virginia, Freddie Mac (NYSE: FRE)
-- http://www.FreddieMac.com/-- was established by Congress in
1970 to provide liquidity, stability and affordability to the
nation's residential mortgage markets.  The Company's
participation in the secondary mortgage market includes providing
its credit guarantee for residential mortgages originated by
mortgage lenders and investing in mortgage loans and mortgage-
related securities.  The Company earns management and guarantee
fees for providing its guarantee and performing management
activities (such as ongoing trustee services, administration of
pass-through amounts, paying agent services, tax reporting and
other required services) with respect to issued PCs and Structured
Securities.

Freddie Mac is under conservatorship and is dependent upon the
continued support of Treasury and FHFA to continue operating its
business.  The Company received $6.1 billion and $30.8 billion in
June 2009 and March 2009, respectively, pursuant to draw requests
that FHFA submitted to Treasury on the Company's behalf to address
the deficits in the Company's net worth as of March 31, 2009, and
December 31, 2008, respectively.  As a result of funding of the
draw requests, the aggregate liquidation preference on the senior
preferred stock owned by Treasury increased from $14.8 billion as
of December 31, 2008, to $51.7 billion on December 31, 2009.


FREESCALE SEMICON: Bank Debt Trades at 12% Off in Secondary Market
------------------------------------------------------------------
Participations in a syndicated loan under which Freescale
Semiconductor, Inc., is a borrower traded in the secondary market
at 87.82 cents-on-the-dollar during the week ended Friday, June 4,
2010, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents an increase
of 0.76 percentage points from the previous week, The Journal
relates.  The Company pays 425 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Feb. 16, 2016, and
carries Moody's B2 rating and Standard & Poor's B- rating.  The
debt is one of the biggest gainers and losers among 186 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

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


FREMONT GENERAL: Signature Plan Expected to Be Effective June 10
----------------------------------------------------------------
On May 25, 2010, Signature Group Holdings, LLC and James McIntyre
as co-plan proponent, won confirmation of their Chapter 11 Fourth
Amended Plan of Reorganization for Fremont General Corporation,
dated May 11, 2010.  The Plan is presently anticipated to be
effective on or about June 10, 2010.  Under the plan, secured
claims and general unsecured creditors will receive payment in
full.

Holders of existing equity interests will retain their equity
interests in the Reorganized Debtors, subject to dilution for the
issuance of securities to the TOPrS Group and Signature Investors,
and the common stock which may be issued to the holders of Allowed
Section 510(b) Claims under Class 5.

A full-text copy of the Fourth Amended Chapter 11 Plan of
Reorganization, as confirmed, is available at no charge at:

               http://researcharchives.com/t/s?6407

Based in Santa Monica, California, Fremont General Corp. (OTC:
FMNTQ) -- http://www.fremontgeneral.com/-- was a financial
services holding company with $8.8 billion in total assets at
September 30, 2007.  Fremont General ceased being a financial
services holding company on July 25, 2008, when its wholly owned
bank subsidiary, Fremont Reorganizing Corporation (f/k/a Fremont
Investment & Loan) completed the sale of its assets, including all
of its 22 branches, and 100% of its $5.2 billion of deposits to
CapitalSource Bank.

Fremont General filed for Chapter 11 protection on June 18, 2008,
(Bankr. C.D. Calif. Case No. 08-13421).  Robert W. Jones, Esq.,
and J. Maxwell Tucker, Esq., at Patton Boggs LLP, Theodore
Stolman, Esq., Scott H. Yun, Esq., and Whitman L. Holt, Esq., at
Stutman Treister & Glatt, represent the Debtor as counsel.
Kurtzman Carson Consultants LLC is the Debtor's noticing
agent and claims processor.  Lee R. Bogdanoff, Esq., Jonathan S.
Shenson, Esq., and Brian M. Metcalf, at Klee, Tuchin, Bogdanoff &
Stern LLP, represent the Official Committee of Unsecured
Creditors as counsel.  Fremont's formal schedules showed
$330,036,435 in total assets and $326,560,878 in total debts.


FULTON HOMES: Plan Proposes Full Payment by 2015
------------------------------------------------
Bill Rochelle at Bloomberg News reports that Fulton Homes Corp.
scheduled a July 6 hearing for approval of a disclosure statement
explaining the third amended Chapter 11 plan.  The Plan proposes
to pay all creditors in full by the end of 2015, with interest.

According to the report, Bank of America NA, as agent for
unsecured lenders owed almost $164 million, opposes the Plan.
Over the bank's opposition, the bankruptcy judge this week
extended Fulton's exclusive right to propose a plan until the end
of August.

Bloomberg recounts that Fulton proposed a plan last year that was
accepted by all creditor classes except the banks.  The judge
ruled this year in favor of Bank of America by deciding that the
plan couldn't be confirmed.

Fulton, according to Bloomberg, responded by filing the newest
plan in May that proposes distributing $35 million in cash to
creditors when the plan is confirmed.  Creditors would receive $15
million a year, with the remainder paid by Dec. 31, 2015.
Interest would be paid throughout.

Fulton has no substantial secured debt.

Fulton Homes Corporation -- http://www.fultonhomes.com-- is a
Tempe, Arizona-based homebuilder.  The Company filed for Chapter
11 protection on January 27, 2009 (Bankr. D. Ariz. Case No. 09-
01298).  Mark W. Roth, Esq., at Shughart Thomson & Kilroy PC,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed assets
and debt between $100 million and $500 million each.


FX LUXURY: Hearing on Exclusivity Periods Slated for June 11
------------------------------------------------------------
The Hon. Bruce A. Markell of the U.S. Bankruptcy Court for the
District of Nevada will consider at a hearing on June 11, 2010, at
9:30 p.m, the motions to (i) appoint a Chapter 11 trustee; and
(ii) terminate FX Luxury Las Vegas I, LLC's exclusive periods.

As reported in the Troubled Company Reporter on May 11, 2010,
NexBank SSB and second-lien lenders sought for the termination of
the Debtor's exclusive right to gain support of its reorganization
plan so that they can put forth a rival plan, according to
Bankruptcy Law360.

The Debtor is represented by:

     Brett A. Axelrod, Esq.
     E-mail: baxelrod@foxrothschild.com
     Micaela Rustia, Esq.
     E-mail: mrustia@foxrothschild.com
     Fox Rothschild LLP
     3800 Howard Hughes Parkway, Suite 500
     Las Vegas, Nevada 89169
     Tel: (702) 262-6899
     Fax: (702) 597-5503

                         About FX Luxury

New York-based FX Luxury Las Vegas I, LLC, fka Metroflag BP, LLC,
owns approximately 17.72 contiguous acres of real property located
at the southeast corner of Las Vegas Boulevard and Harmon Avenue
in Las Vegas, Nevada, which secures its mortgage loans in the
aggregate principal amount of $454 million as of April 21, 2010.
FX Luxury is the remaining Las Vegas subsidiary of FX Real Estate
and Entertainment Inc.

The Company filed for Chapter 11 bankruptcy protection on
April 21, 2010 (Bankr. D. Nev. Case No. 10-17015).  Greenberg
Traurig, LLP, is the Company's special counsel.  Sierra Consulting
Group, LLC, is the Company's financial advisor.

The Company listed $139,636,791 in assets and $492,568,036 in
debts.


FX LUXURY: Court Denies Auction of Substantially All Assets
-----------------------------------------------------------
The Hon. Bruce A. Markell of the U.S. Bankruptcy Court for the
District of Nevada denied FX Luxury Las Vegas I, LLC's motion for
a process of selling substantially all of the assets of the
bankruptcy estate.

Parties-in-interest NexBank, SSB , The Huff Alternative Fund,
L.P., and The Huff Alternative Parallel Fund, L.P., among others,
objected to the sale.

As reported in the Troubled Company Reporter on May 10, 2010, the
Debtor determined, in its reasonable business judgment, that a
sale of its assets at this time, even without a traditional
"stalking horse" bidder is warranted and necessary.

New York-based FX Luxury Las Vegas I, LLC, fka Metroflag BP, LLC,
owns approximately 17.72 contiguous acres of real property located
at the southeast corner of Las Vegas Boulevard and Harmon Avenue
in Las Vegas, Nevada, which secures its mortgage loans in the
aggregate principal amount of $454 million as of April 21, 2010.
FX Luxury is the remaining Las Vegas subsidiary of FX Real Estate
and Entertainment Inc.

The Company filed for Chapter 11 bankruptcy protection on
April 21, 2010 (Bankr. D. Nev. Case No. 10-17015).  Deanna L.
Forbush, Esq., at Fox Rothschild, LLP, assists the Company in its
restructuring effort as the Company's bankruptcy counsel.
Greenberg Traurig, LLP, is the Company's special counsel.  Sierra
Consulting Group, LLC, is the Company's financial advisor.

The Company listed $139,636,791 in assets and $492,568,036 in
debts.


GAP INC: S&P Affirms Corporate Credit Rating at 'BB+'
-----------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BB+'
corporate credit rating and revised its outlook on San Francisco-
based The Gap Inc. to positive from stable.

"The ratings on Gap Inc. reflect management's challenge in
improving the business fundamentals of its three brands in an
intensely competitive industry over the past several years, while
maintaining satisfactory credit-protection measures," said
Standard & Poor's credit analyst Jackie E. Oberoi.  The company's
good market position in casual apparel, geographic diversity, and
strong cash flow partially offset these factors.

After several years of weak sales trends, Gap Inc.'s top line
improved over the past three quarters.  Same-store sales were flat
in the third quarter ended Oct. 31, 2009, up 2% in the fourth
quarter ended Jan. 30, 2010, and up 4% in the first quarter ended
May 1, 2010; all North American divisions had positive same-stores
sales in the first quarter.

"While S&P expect that the current economic environment will be a
challenge to Gap Inc.'s maintenance of current positive sales
trends," said Ms. Oberoi, "S&P believes that revised merchandise
and marketing initiatives should help the company to sustain
recent performance." Furthermore, consumers focused on value could
help buoy Old Navy's performance over the near term.


GARLOCK SEALING: Files for Chapter 11 to Address Asbestos Claims
----------------------------------------------------------------
Garlock Sealing Technologies LLC, a global leader in fluid-sealing
products and a wholly owned subsidiary of EnPro Industries, Inc.
(NYSE: NPO), announced that it has taken a step toward a permanent
resolution of asbestos-related personal injury claims against the
company.  On June 5, Garlock filed a voluntary petition in the
U.S. Bankruptcy Court for the Western District of North Carolina
in Charlotte to establish a trust to resolve all current and
future asbestos claims against Garlock under Section 524(g) of the
U.S. Bankruptcy Code.

The filing includes the Garrison Litigation Management Group,
Ltd., which manages Garlock's asbestos claims and relationships
with its insurers, and The Anchor Packing Company, which ceased
operations in the mid-1990s.

"With this action, we moved toward resolving asbestos claims
against our company in a permanent, transparent and efficient
manner," said Dale Herold, president of Garlock Sealing
Technologies.  "We have begun a process that we believe will
result in a comprehensive resolution of all current and future
claims against Garlock while preserving the value and protecting
the future of our company and without interruption of our normal
business operations."

Garlock previously manufactured products which contained asbestos.
Despite the fact that the asbestos fibers were non-friable and
encapsulated within the product, Garlock has defended claims
regarding exposure to asbestos in gasket sealing products for 35
years.  Garlock has processed more than 900,000 asbestos claims to
conclusion (including judgments, settlements and dismissals) and,
together with its insurers, has paid over $1.4 billion in
settlements and judgments and over $400 million in fees and
expenses.

Garlock anticipates that its Chapter 11 filing will not disrupt
service to customers, that suppliers will be paid in full, that
employees will retain their salaries and benefits and that retiree
pensions and other benefits will continue to be paid in the
ordinary course.  Garlock has obtained $10 million in debtor-in-
possession (DIP) financing from Bank of America, which, subject to
court approval, would provide additional liquidity, if necessary,
during the process.

Mr. Herold stated, "Garlock's cash flows should be sufficient for
us to operate our business without interruption and to maintain
our commitments to our employees, customers, and suppliers.  The
DIP financing would provide additional resources, should we need
them.  As we begin this process, we have complete confidence in
the dedication of our employees, who are the core of our
operation.  We also greatly value our relationships with our
customers and suppliers and appreciate their continuing support."

"Most importantly, we remain committed to excellence in all that
we do.  We will continue to be a safe and productive company, a
good neighbor, a good place to work and a strong competitor,"
added Herold.  Garlock will operate in the ordinary course under
court protection from asbestos claimants while in the claims
resolution process available under Chapter 11.  All pending
litigation against Garlock will be stayed as the company seeks to
develop and implement a court-approved plan to permanently resolve
all asbestos-related claims.  Garlock plans to negotiate with
representatives of asbestos claimants to establish a trust to pay
all valid claims.  Absent a negotiated resolution, Garlock intends
to ask the court to determine the amount necessary to fund the
trust.

"This step is not an indication of current financial distress at
Garlock," Mr. Herold said.  "Our company is strong.  We believe we
can fund a settlement trust in full with our own resources while
maintaining our position as the leader in fluid sealing technology
and preserving our opportunities for growth."

Steve Macadam, president and chief executive officer of EnPro
Industries, said, "We are completely committed to Garlock.  It is
a core investment, and we will continue to seek opportunities for
growth in the markets it serves."

The filing covers only Garlock operations in Palmyra, New York and
Houston, Texas.  Garlock Rubber Technologies, Garlock Helicoflex,
Pikotek, Technetics, Garlock Europe and Garlock operations in
Canada, Mexico or Australia are not affected by the filing, nor is
EnPro Industries or any other EnPro operating subsidiary.

                 About Garlock Sealing Technologies

Headquartered in Palmyra, NY, Garlock Sealing Technologies LLC is
an EnPro Industries, Inc. company (NYSE: NPO). For more than a
century, Garlock has been helping customers efficiently seal the
toughest process fluids in the most demanding applications.


GARLOCK SEALING: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Garlock Sealing Technologies LLC
        1666 Division Street
        Palmyra, NY 14522

Bankruptcy Case No.: 10-31607

Debtor-affiliate filing separate Chapter 11 petitions:

  Entity                                     Case No.
  ------                                     --------
The Anchor Packing Company                   10-31606
Garrison Litigation Management Group, Ltd.   10-_____

Type of Business: Garlock Sealing Technologies LLC is an EnPro
                  Industries, Inc. company (NYSE: NPO).  For more
                  than a century, Garlock has been helping
                  customers efficiently seal the toughest process
                  fluids in the most demanding applications.

Chapter 11 Petition Date: June 5, 2010

Bankruptcy Court:  U.S. Bankruptcy Court
                   Western District of North Carolina (Charlotte)

Bankruptcy Judge:  J. Craig Whitley

Debtor's Counsel:  Albert F. Durham, Esq.
                   Rayburn Cooper & Durham, P.A.
                   1200 Carillon
                   227 W. Trade Street
                   Charlotte, NC 28202
                   Tel: (704) 334-0891
                   E-mail: adurham@rcdlaw.net

                   Ashley K. Neal, Esq.
                   Rayburn Cooper & Durham, P.A.
                   227 West Trade Street, Suite 1200
                   Charlotte, NC 28202
                   Tel: (704) 334-0891
                   Fax: (704) 377-1897
                   E-mail: aneal@rcdlaw.net

                   John R. Miller, Jr., Esq.
                   Rayburn Cooper & Durham, P.A.
                   1200 The Carillon
                   227 West Trade Street
                   Charlotte, NC 28202
                   Tel: (704) 334-0891
                   E-mail: jmiller@rcdlaw.net

                   Shelley Koon Abel, Esq.
                   Rayburn Cooper & Durham
                   227 W. Trade St., Suite 1200
                   Charlotte, NC 28202
                   Tel: (704) 334-0891
                   Fax: (704) 334-0395
                   E-mail: sabel@rcdlaw.net

Debtor's
Asbestos Counsel:  Garland S. Cassada, Esq.
                   Robinson Bradshaw & Hinson
                   101 N. Tryon St.
                   Suite 1900
                   Charlotte, NC 28246
                   Tel: (704) 377-2536
                   E-mail: gcassada@rbh.com

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

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

The petition was signed by Donald G. Pomeroy, II, V.P. and Chief
Financial Officer.

Debtor's List of 20 Largest Unsecured Creditors:

Entity/Person                   Nature of Claim    Claim Amount
-------------                   ---------------    ------------

Daikin America Inc               Trade Debt          $92,829
20 Olympic Drive
Orangeburg, NY 10962

Gold Key Processing Ltd          Trade Debt          $76,008
14910 Madison Road
Middlefield, OH 44062

I G P Engineers Pvt Limited      Trade Debt          $75,119
New No. 79 Valmiki Street
Chennai, Tamil Nadu
India

Dupont Company                   Trade Debt          $60,771

Solvay Solexis Inc               Trade Debt          $56,085

Industrial Information           Trade Debt          $27,652
Resources Inc

Horizon Solutions                Trade Debt          $26,330

Dexter Foundry Inc               Trade Debt          $26,160

New Vista Corporation            Trade Debt          $25,755

Arbor Metals LP                  Trade Debt          $25,309

Rineco (GST)                     Trade Debt          $24,253

Joseph T Ryerson & Son Inc       Trade Debt          $24,029

Jackson Welding Supply Co Inc    Trade Debt          $24,001

Eastbank Textiles                Trade Debt          $23,120

Alternative Rubber & Plastics    Trade Debt          $22,149
Inc

Saint-Gobain Performance         Trade Debt          $20,667
Plastics

Viatech Publishing Solutions     Trade Debt          $20,484
Inc

Central Industrial Packaging     Trade Debt          $19,835
Supply Inc

Otis Elevator Co                 Trade Debt          $18,352

H M Cross & Sons Inc             Trade Debt          $17,128


GEMS TV: Names Focus Management as Financial Advisor
----------------------------------------------------
Focus Management Group has been appointed as financial advisor to
Gems TV (USA) Limited under an order entered by the U.S.
Bankruptcy Court for the District of Delaware.  The Company
voluntarily filed for Chapter 11 bankruptcy protection on April 5,
2010.

Focus Management Group is providing Gems TV USA with advisory
services and consultation related to winding down the Company's
operations as well as administering and executing the sale of
remaining assets under Section 363 of the United States Bankruptcy
Code.

Robert Riiska, Managing Director and head of Focus Management
Group's West Coast practice, is leading the Focus team overseeing
the project.  He has more than 20 years of turnaround and crisis-
management experience, and has performed numerous consulting
assignments serving in interim senior financial management
capacities and in diverse court appointed roles.  Mr. Riiska's
consulting assignments have included the preparation of budgets
used to obtain DIP financing, due diligence reviews, cash
management for companies operating in Chapter 11, business plan
assessments and viability analyses.

Mr. Riiska is based out of Focus Management Group's Los Angeles
office and can be reached at (310) 255-8871 or via e-mail at
r.riiska@focusmg.com

                   About Focus Management Group

Headquartered in Tampa, FL, with offices in Atlanta, Chicago,
Cleveland, Columbus, Dallas, Los Angeles and Philadelphia, Focus
Management Group -- http://www.focusmg.com/home.aspx-- provides
distressed companies and their stakeholders, including secured
lenders and equity sponsors, nationwide professional services in
turnaround management, insolvency proceedings, business
restructuring and operational improvement with a senior-level team
of 130 professionals.

                          About Gems TV

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.


GROSSMAN'S INC: Third Circuit Abandons Frenville After 26 Years
---------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that the long-derided
Frenville opinion from the U.S. Court of Appeals in Philadelphia
was overruled on June 2 when all 12 active judges on the 3rd
Circuit rejected their own precedent and lined up with all of the
other seven courts of appeal to decide when a claim arises in
bankruptcy.

According to the report, Frenville, decided by three 3rd Circuit
judges in 1984, ruled that a claim wasn't discharged in bankruptcy
if it hadn't arisen under state law before bankruptcy.  Virtually
every other court to consider the issue took a differing view,
saying that the Philadelphia appeals court's ruling was contrary
to the broad definition given to the word "claim" in the federal
Bankruptcy Code.

Mr. Rochelle relates that, the 3rd Circuit, reversing itself in a
case involving the Chapter 11 reorganization of Grossman's Inc.,
now holds that an asbestos claim arises when the individual is
exposed, even though the injury isn't manifest until years later.
In the case before the court, the plaintiff was exposed to
asbestos before the Chapter 11 filing and the disease didn't arise
until years later.

The case is Jeld-Wen Inc. v. Van Brunt (In re Grossman's
Inc.), 09-1563, 3rd U.S. Court of Appeals (Philadelphia).

                      About Grossman's Inc.

Grossman's Inc. operated 15 stores under the name Contractors'
Warehouse in California, Indiana, Kentucky and Ohio, and 29 stores
under the name Mr. 2nd's Bargain Outlet in Massachusetts, New York
and Rhode Island.

On December 22, 1997 Grossman's Inc. emerged from Chapter 11 after
its Joint Chapter 11 Plan of Reorganization with JELD-WEN, inc.
has gone effective.  JELD-WEN, Inc., the co-sponsor of the Plan,
provided $8.65 million funding available for distribution to
unsecured creditors of Grossman's.


GSI GROUP: Seeks Exclusivity Period Extension
---------------------------------------------
BankruptcyData.com reports that GSI Group is asking the Court to
extend the exclusive period during which the Company can file a
Chapter 11 Plan and solicit acceptances thereof through and
including August 16, 2010 and October 15, 2010, respectively.

GSI Group is filing the extension motion out of an abundance of
caution.  Although the Company's Fourth Modified Chapter 11 Plan
has already been confirmed by the Court, the effective date will
not occur for approximately 60 days.  The Debtors seek the
extension in order to safeguard against what could be a derailing
of the case if a competing plan were permitted to be filed.

                           About GSI Group

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 Schedules of Assets and Liabilities
--------------------------------------------------------------
GunnAllen Financial, Inc., filed with the U.S. Bankruptcy Court
for the Middle District of Florida its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property            $4,891,149
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                  $476,428
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $2,860,473
                                 -----------      -----------
        TOTAL                     $4,891,149       $3,336,901

Tampa, Florida-based GunnAllen Financial, Inc., filed for Chapter
11 bankruptcy protection on April 26, 2010 (Bankr. M.D. Fla. Case
No. 10-09635).  The Company estimated its assets and debts at
$10,000,001 to $50,000


GUNNALLEN FINANCIAL: Has Until August 24 to File Chapter 11 Plan
----------------------------------------------------------------
The Hon. Michael G. Williamson of the U.S. Bankruptcy Court for
the Middle District of Florida directed GunnAllen Financial, Inc.,
to file a Chapter 11 Plan and explanatory Disclosure Statement by
August 24, 2010, deadline.

Tampa, Florida-based GunnAllen Financial, Inc., filed for Chapter
11 bankruptcy protection on April 26, 2010 (Bankr. M.D. Fla. Case
No. 10-09635).  Becky Ferrell-Anton, Esq., and Harley E. Riedel,
Esq., at Stichter Reidel Blain & Prosser PA, assists the Company
in its restructuring effort.  The Company estimated its assets and
debts at $10,000,001 to $50,000,000.


GUNNALLEN FINANCIAL: U.S. Trustee Form 7-Member Creditors Panel
---------------------------------------------------------------
Donald F. Walton, United States Trustee for Region 21, appointed
seven members to the official committee of unsecured creditors in
the Chapter 11 case of GunnAllen Financial, Inc.

The Creditors Committee members are:

1. Rosadia Escueta
   c/o Law Offices of Jeffrey Feldman
   425 California Street, Suite 2025
   San Francisco, CA 94104-2213
   Tel: (415) 391-5555
   E-mail: jafinsf@aol.com

2. Michael N. Kattawar, CEO
   KATT Worldwide Logistics, Inc.
   4105 South Mendenhall
   Memphis, TN 38115
   Tel: (901) 305-1808
   E-mail: mkattawar@kattworld.com

3. Ralph Horst
   888 Intracoastal Drive, Apt. 16E
   Fort Lauderdale, FL 33304-3604
   Tel:  (954) 568-2928

4. Don W. Russell
   4400 Hedgethorn Circle
   Burton, MI 48509-2266
   Tel: (810) 742-2266
   E-mail: doninburton@webtv.net

5. Robert K. Ornelas
   Cecilia I. Ornelas, chairperson
   22550 Green Mount Place
   Yorba Linda, CA 92887-2740
   Tel:  (714) 692-8643
   E-mail: cornelas@fullerton.edu

6. Robert W. Piper
   686 White House Drive
   Highland, MI 48356-1679
   Tel: (248) 344-4646
   E-mail: piperrw@hotmail.com

7. John G. Birmingham
   845 East Liberty Street
   Hernando, Florida 34442
   Tel: (352) 527-3016
   E-mail: jgbphb@tampabay.rr.com

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

                  About GunnAllen Financial, Inc.

Tampa, Florida-based GunnAllen Financial, Inc., filed for Chapter
11 bankruptcy protection on April 26, 2010 (Bankr. M.D. Fla. Case
No. 10-09635).  Becky Ferrell-Anton, Esq., and Harley E. Riedel,
Esq., at Stichter Reidel Blain & Prosser PA, assists the Company
in its restructuring effort.  The Company estimated its assets and
debts at $10,000,001 to $50,000,000.


HAWKER BEECHCRAFT: Bank Debt Trades at 18% Off in Secondary Market
------------------------------------------------------------------
Participations in a syndicated loan under which Hawker Beechcraft
is a borrower traded in the secondary market at 82.06 cents-on-
the-dollar during the week ended Friday, June 4, 2010, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 0.86 percentage
points from the previous week, The Journal relates.  The Company
pays 200 basis points above LIBOR to borrow under the facility.
The bank loan matures on March 26, 2014, and carries Moody's Caa1
rating and Standard & Poor's CCC+ rating.  The debt is one of the
biggest gainers and losers among 186 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

Hawker Beechcraft Acquisition Company, LLC, headquartered in
Wichita, Kansas, is a leading manufacturer of business jets,
turboprops and piston aircraft for corporations, governments and
individuals worldwide.

Hawker Beechcraft Acquisition Company LLC reported a net loss of
$63.4 million on $568.2 million of total sales for the three
months ended March 28, 2010, compared with net income of
$53.1 million on $537.6 million of sales for the three months
ended March 29, 2009.  The Company's balance sheet at March 28,
2010, showed $3.41 billion in total assets and $3.36 billion in
total liabilities for a stockholders' equity $56.5 million.


HAWKEYE RENEWABLES: Prepack Plan Confirmed After Settlement
-----------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Hawkeye Renewables
LLC won approval of its prepackaged Chapter 11 plan after a
settlement was reached between first- and second-lien creditors.
The bankruptcy judge signed a confirmation order on June 2 after
ruling that the settlement didn't require a new vote of creditors.

Bloomberg recounts that under the original iteration of the
Prepack Plan, first-lien lenders owed $593 million were to have
all of the equity and a new $25 million secured term loan. The
second-lien creditors, who opposed the plan at three days of
confirmation hearings in March and April, were offered a profit
participation equaling 7.5% of distributions over $435 million.

Bloomberg relates that with second-lien creditors attempting to
block confirmation, the first-lien holders decided to settle by
giving the junior constituency 1% of the equity and 10% above
distributions of $435 million.  The first-lien's distribution
declined to 99% from 100% of the new equity.

Unsecured creditors whose claims total less than $1 million and
equity holders won't receive anything.

                    About Hawkeye Renewables

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


HCA INC: Bank Debt Trades at 6% Off in Secondary Market
-------------------------------------------------------
Participations in a syndicated loan under which HCA, Inc., is a
borrower traded in the secondary market at 94.46 cents-on-the-
dollar during the week ended Friday, June 4, 2010, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 0.56 percentage
points from the previous week, The Journal relates.  The Company
pays 225 basis points above LIBOR to borrow under the facility.
The bank loan matures on Nov. 6, 2013, and carries Moody's Ba3
rating and Standard & Poor's BB rating.  The debt is one of the
biggest gainers and losers among 186 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

According to the Troubled Company Reporter on May 11, 2010,
Standard & Poor's placed its 'B+' corporate credit rating on
hospital giant HCA Inc. and S&P's ratings on its secured and
unsecured debt on CreditWatch with positive implications.  "The
speculative-grade rating on HCA continues to reflect S&P's view
that the largest U.S. owner and operator of acute health care
facilities is particularly sensitive to reduced capacity
utilization and pricing," said Standard & Poor's credit analyst
David Peknay, "by virtue of the significant debt leverage assumed
in its November 2006 leveraged buyout."

Moody's Investors Service placed the ratings of HCA, Inc.,
including the B2 Corporate Family and Probability of Default
Ratings, under review for possible upgrade.  This rating action
follows the announcement that the company has filed a Form S-1 in
contemplation of an initial public offering.

Headquartered in Nashville, Tennessee, HCA is the nation's largest
acute care hospital company with 162 hospitals and 106
freestanding surgery centers (including eight hospitals and eight
freestanding surgery centers that are accounted for using the
equity method) as of March 31, 2010.  For the twelve months ended
March 31, 2010, the company recognized revenue in excess of
$30 billion.


HOLLYWOOD BEACH: Section 341(a) Meeting Scheduled for June 23
-------------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of Hollywood
Beach Gate Resort, Inc.'s creditors on June 23, 2010, at 2:00 p.m.
The meeting will be held at Claude Pepper Federal Building, 51 SW
First Ave Room 1021, Miami, FL 33130.

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.

North Miami Beach, Florida-based Hollywood Beach Gate Resort,
Inc., filed for Chapter 11 bankruptcy protection on May 25, 2010
(Bankr. S.D. Fla. Case No. 10-24331).  Joel M. Aresty, Esq., who
has an office in Miami, Florida, 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.


HOMELAND SECURITY: YA Global Discloses Equity Stake
---------------------------------------------------
YA Global Investments, L.P., reported on May 26, 2010, it does not
own any shares of Homeland Security Capital Corporation Common
Stock.  As the Investment Manager of YA Global, Yorkville
Advisors, LLC, may be deemed to beneficially own the same amount
of shares of Common Stock beneficially owned by YA Global.  As the
president of Yorkville, the investment manager to YA Global, and
as the portfolio manager to YA Global, Mark Angelo may be deemed
to beneficially own the same amount of share of Common Stock
beneficially owned by YA Global.

Mr. Angelo directly owns 6,250 shares of Common Stock.  YA Global
may be deemed to beneficially own the 6,250 shares of Common Stock
beneficially owned by Angelo, as he is the president of Yorkville
and the investment manager to YA Global and the portfolio manager
to YA Global.  Yorkville Advisors may be deemed to beneficially
own the 6,250 shares of Common Stock beneficially owned by Mr.
Angelo, as he is the president of Yorkville.

                        About Homeland Security

Homeland Security Capital Corporation is an international provider
of specialized technology-based radiological, nuclear,
environmental disaster relief and electronic security solutions to
government and commercial customers.

                           *     *     *

The Company's balance sheet at March 31, 2010, showed
$37.4 million in total assets and $38.5 million in total
liabilities, for a $1.3 million total stockholders' deficit.


INTELSAT JACKSON: Bank Debt Trades at 8% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Intelsat Jackson
Holdings Ltd. is a borrower traded in the secondary market at
91.90 cents-on-the-dollar during the week ended Friday, June 4,
2010, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents an increase
of 1.15 percentage points from the previous week, The Journal
relates.  The Company pays 300 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Feb. 5, 2014, and
carries Moody's B3 rating and Standard & Poor's B+ rating.  The
debt is one of the biggest gainers and losers among 186 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

Intelsat Jackson Holdings is an indirect subsidiary of Intelsat
Ltd.  Headquartered in Penbroke, Bermuda, Intelsat is the largest
fixed satellite service operator in the world and is privately
held by financial investors.

As reported by the Troubled Company Reporter on Oct. 16, 2009,
Standard & Poor's assigned its 'B+' issue-level and '2' recovery
ratings to Intelsat Jackson Holdings Ltd.'s proposed $500 million
senior notes due 2019.  The '2'-recovery rating indicates
expectations for substantial (70%-90%) recovery in the event of a
payment default.  Intelsat Subsidiary Holding Co. Ltd also
guarantees the proposed notes.  Issue proceeds will be used to
purchase and retire about $400 million of the 11.5%/12.5% senior
paid-in-kind election notes due 2017 that reside at Intelsat
Bermuda Ltd. ($2.4 billion outstanding as of June 30, 2009) and
for general corporate purposes.  Ratings are based on preliminary
documentation and are subject to review of final documents.

In addition, S&P lowered the issue-level ratings on Intelsat Sub
Holdco's unsecured debt to 'B+' from 'BB-'.  This rating action
also applies to the debt at Intelsat Jackson Holdings that is
guaranteed by Sub Holdco.  The downgrade of about $3.7 billion in
debt is due to the increased debt that is guaranteed by Intelsat
Sub Holdco.  S&P revised the recovery rating on these notes to '2'
from '1'.  Also, S&P affirmed the 'B' corporate credit rating on
parent Intelsat Ltd.  The outlook is stable.

The TCR reported on Oct. 16, 2009, that Moody's assigned a B3
rating to Intelsat Jackson Holdings, Ltd.'s new $500 million 10-
year note issue.  The new notes are guaranteed by Intelsat
Jackson's indirect, wholly owned subsidiary, Intelsat Subsidiary
Holding Company, Ltd. and, as they rank equally with existing B3-
rated senior notes issued by Intelsat SubHoldCo (and with senior
notes at Intelsat SubHoldCo's sister company, Intelsat
Corporation), they are rated at the same B3 level.


ISLE OF CAPRI: Bank Debt Trades at 6% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Isle of Capri
Casinos, Inc., is a borrower traded in the secondary market at
94.04 cents-on-the-dollar during the week ended Friday, June 4,
2010, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This shows a drop of 1.60
percentage points from the previous week, The Journal relates.
The Company pays 175 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Dec. 19, 2013, and carries
Moody's B1 rating and Standard & Poor's B+ rating.  The debt is
one of the biggest gainers and losers among 186 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

Isle of Capri Casinos, Inc., located in Saint Louis, Missourri,
owns and operates 18 casino properties throughout the U.S.  The
company also has international gaming interests in the Grand
Bahamas and England.  Net revenue for the 12-month period ended
Oct. 26, 2008, was about $1.1 billion.


ISP CHEMCO: Bank Debt Trades at 6% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which ISP Chemco, LLC,
is a borrower traded in the secondary market at 94.04 cents-on-
the-dollar during the week ended Friday, June 4, 2010, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 0.76 percentage points
from the previous week, The Journal relates.  The Company pays 175
basis points above LIBOR to borrow under the facility.  The bank
loan matures on May 23, 2014, and carries Moody's Ba3 rating and
Standard & Poor's BB- rating.  The debt is one of the biggest
gainers and losers among 186 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

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


JACKSON & PERKINS: Has Interim OK to Use Rose Growers' Cash
-----------------------------------------------------------
Jackson & Perkins Wholesale, Inc., and J & P Acquisitions, Inc.,
won interim permission from Judge John E. Waite of the U.S.
Bankruptcy Court for the District of South Carolina to use cash
collateral on which Wells Fargo Bank, National Association, San
Joaquin Horticulture, and Rosetree Nurseries assert or may assert
a security interest and lien.  The Debtors have proposed to use
the inventory and accounts receivable for payment of operating
expenses which are absolutely necessary for the continuation of
their businesses.

SJH and Rosetree, California-based growers of rose bushes, tried
to block approval of the Debtors' request.  SJH and Rosetree
contracted with JPW to grow rose bushes.

As of the petition date, Wells Fargo claims to be owed $20.6
million from Debtor JPW, the Debtor JPA, and from the debtors in
the Park Seed Cases -- In re Geo. W. Park Seed Co., Inc., Case No.
10-02431-jw; In re Park Wholesale, Inc., Case No. 10-02432-jw; In
re Jackson & Perkins Company, Inc., Case No. 10-02434-jw.  The
Park Seed Cases are jointly administered with the cases of JPW and
JPA.

Wells Fargo's claim arises from three loans: (1) a $12.5 million
loan allegedly secured by assets of all three debtors in the Park
Seed Cases, and also allegedly by assets of Debtor JPA and Debtor
JPW; (2) a $2.5 million loan allegedly secured by the same
entities and assets as the $12.5 million loan; and (3) a $5.6
million loan allegedly secured only by Debtor JPW.

According to the Debtors, SJH claims to be owed $3,055,940
allegedly secured by assets of Debtor JPW and from JPC.  Rosetree
claims to be owed $509,583 allegedly secured by assets of Debtor
JPW.

SJH argued that the Debtors' request does not afford SJH adequate
protection.  Rosetree said it is owed $942,730 -- not $509,583.
Rosetree also argued it is not adequately protected by surplus
funds.

SJH is represented in the case by:

     Julio E. Mendoza, Jr., Esq.
     NEXSEN PRUET, LLC
     1230 Main Street, Suite 700 (29201)
     Post Office Drawer 2426
     Columbia, South Carolina 29202
     Tel: (803) 540-2026
     Fax: (803) 727-1478
     E-mail: rmendorza@nexsenpruet.com

        -- and --

     Riley C. Walter, Esq.
     WALTER WILHELM LAW GROUP, P.C.
     8305 N. Fresno Street, Suite 410
     Fresno, California 93720
     Tel: (559) 435-9800
     Fax: (559) 435-9868
     E-mail: rileywalter@w2lg.com

Rosetree in the Debtors' cases is represented by:

     Richard R. Gleissner, Esq.
     Janet B. Haigler, Esq.
     FINKEL LAW FIRM LLC
     1201 Main Street, Suite 1800
     Post Office Box 1799
     Columbia, South Carolina 29202
     Tel: (803) 765-2935

        -- and --

     T. Scott Belden, Esq.
     KLEIN, DENATALE, GOLDNER, COOPER, ROSENLIEB & KIMBALL, LLP
     4550 California Ave., 2nd Floor
     Bakersfield, California 93309
     Tel: (661) 395-1000

In its interim order, the Court held that the Objecting Creditors
are adequately protected by the equity in the Debtors' assets
which secure the creditor's claim.  The Court also held that Wells
Fargo is adequately protected by additional collateral in the
estates of the Park Seed Cases.

A final hearing on the Debtors' request is slated for June 11,
2010, at 9:30 a.m. in Columbia, South Carolina.

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.


JETBLUE AIRWAYS: Reports Results of 2010 Stockholders' Meeting
--------------------------------------------------------------
JetBlue Airways Corporation reported that on May 20, 2010, at its
2010 Annual Meeting of Stockholders, the Company's stockholders:

     1. elected seven directors to serve until the Company's
        Annual Meeting of Stockholders in 2011 and until his or
        her successor has been duly elected and qualified:

        * Dave Barger;
        * Peter Boneparth;
        * David Checketts;
        * Virginia Gambale;
        * Stephan Gemkow;
        * Joel Peterson; and
        * M. Ann Rhoades

     2. ratified the appointment of Ernst & Young LLP as the
        Company's independent registered public accounting firm
        for the fiscal year ending December 31, 2010; and

     3. approved a proposal to amend its Amended and Restated
        Certificate of Incorporation to increase the number of
        shares of common stock authorized for issuance from
        500,000,000 to 900,000,000 shares.

                       About JetBlue Airways

JetBlue Airways Corp., based in Forest Hills, New York, operates a
low-cost, point-to-point airline from a hub in New York.  JetBlue
serves 60 cities with 600 daily non-stop flights.

The Company reported $6.55 billion in total assets, $1.16 billion
in total current liabilities, $2.92 billion long-term debt and
capital lease obligations, $529 million construction obligation,
$397 million deferred taxes and others resulting to a
$1.53 billion stockholders' equity, as of Dec. 31, 2009.

                            *    *    *

According to the Troubled Company Reporter on Jan. 28, 2010,
Moody's Investors Service raised its ratings of JetBlue Airways,
Corp.; corporate family and probability of default ratings each to
Caa1 from Caa2.  Moody's also raised by one notch, its debt
ratings on the 3.75% Senior Unsecured Convertible Notes due 2035
to Caa3 from Ca, the respective Class G tranches of the Enhanced
Equipment Trust Certificates Series 2004-2 to B1 from B2, and the
Spare Parts EETC to Ba1 from Ba2, the Class B tranche of the Spare
Parts EETC to B2 from B3 and the senior unsecured industrial
revenue bonds to Caa3 from Ca.  Moody's also affirmed the SGL-3
Speculative Grade Liquidity rating and changed the outlook to
positive from stable.

The TCR reported on March 9, 2010, that Fitch Ratings affirmed the
Issuer Default Rating for JetBlue Airways at 'B-' and the senior
unsecured rating, which applies to approximately $470 million of
convertible notes, at 'CC' with a Recovery Rating of 'RR6'.  The
airline's Rating Outlook has been revised to Stable from Negative.


KIEBLER RECREATION: Section 341(a) Meeting Scheduled for July 9
---------------------------------------------------------------
The U.S. Trustee for Region 9 will convene a meeting of Kiebler
Recreation, LLC' creditors on July 9, 2010, at 2:00 p.m.  The
meeting will be held at 341 Meeting, H.M.M. US Courthouse, 201
Superior Avenue, 6th Floor, Cleveland, OH 44114.

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.

Findley Lake, New York-based Kiebler Recreation, LLC, dba Peek'n
Peak Resort, filed for Chapter 11 bankruptcy protection on May 26,
2010 (Bankr. N.D. Ohio Case No. 10-15099).  Robert C. Folland,
Esq., at Thompson Hine LLP, assists the Company in its
restructuring effort.  The Company estimated its assets and debts
at $10,000,001 to $50,000,000.

The Company's affiliate, Kiebler Slippery Rock, LLC, filed for
Chapter 11 bankruptcy protection on September 25, 2009 (Case No.
09-19087).


LANDAMERICA FIN'L: Deadline to Object to Claims Extended to Oct. 4
------------------------------------------------------------------
Judge Huennekens of the U.S. Bankruptcy Court for the Eastern
District of Virginia has extended the deadline for filing
objections to claims as set forth in the Joint Chapter 11 Plan of
LandAmerica Financial Group, Inc., and its affiliated debtors.

The LFG Trustee is given until October 4, 2010, to file further
omnibus claims objection.

The previous Claims Objection Deadline expired on April 6, 2010.

Nothing in the Court's Order will be deemed or construed as a
waiver of the right of the LFG Trustee, or will impair the
ability of the LFG Trustee, to make additional requests to extend
the Claims Objection Deadline.

The liquidating trustee for Debtor LandAmerica 1031 Exchange
Services, Inc., is also given until October 4, 2010, to assert
objections to claims it deems disputed.

Pursuant to Section 10.1 of the Joint Chapter 11 Plan of
LandAmerica Financial Group, Inc., and its debtor affiliates and
the occurrence of the effective date of the plan as to
LandAmerica OneStop, Inc., on March 1, 2010, Bruce H. Matson,
trustee of the LFG Liquidation Trust is substituted as the party-
in-interest to any and all objections to claims and other causes
of action initiated by OneStop and pending as of the OneStop
Effective Date.

                    About LandAmerica Financial

LandAmerica Financial Group, Inc., provides real estate
transaction services with offices nationwide and a vast network of
active agents.  LandAmerica and its affiliates operate through
approximately 700 offices and a network of more than 10,000 active
agents throughout the world, including Mexico, Canada, the
Caribbean, Latin America, Europe, and Asia.

LandAmerica Financial Group and its affiliate LandAmerica 1031
Exchange Services, Inc. filed for Chapter 11 protection Nov. 26,
2008 (Bankr. E.D. Va. Lead Case No. 08-35994).  Attorneys at
Willkie Farr & Gallagher LLP and McGuireWoods LLP serve as co-
counsel.  Zolfo Cooper is the restructuring advisor.  Epiq
Bankruptcy Solutions serves as claims and notice agent.

Attorneys at Akin Gump Strauss Hauer & Feld LLP and Tavenner &
Beran, PLC, serve as counsel to the Creditors Committee of 1031
Exchange.  Bingham McCutchen LLP and LeClair Ryan serve as counsel
to the Creditors Committee of LFG.

In its bankruptcy petition, LFG listed total assets of
$3,325,100,000, and total debts of $2,839,800,000 as of Sept. 30,
2008.

On March 6, 2009, affiliate LandAmerica Assessment Corporation,
aka National Assessment Corporation, filed its own petition for
Chapter 11 relief.  Affiliate LandAmerica Title Company filed for
for Chapter 11 relief on March 27, 2009.   LandAmerica Credit
Services, Inc., filed for Chapter 11 in July 2009.


LANDAMERICA FIN'L: LES Trustee Has Post-Conf. Interim Report
------------------------------------------------------------
Gerard A. McHale, Jr., the liquidation trustee of the LandAmerica
1031 Exchange Services, Inc. Liquidation Trust, delivered to the
U.S. Bankruptcy Court for the Eastern District of Virginia an
interim report on May 24, 2010, pursuant to Rule 2015 of the
Local Rules for the Eastern District of Virginia.

The Joint Chapter 11 Plan of LandAmerica Financial Group, Inc.
and its affiliates, which include LES, was confirmed on Nov. 23,
2010.  The LES Trustee reports on these activities since the
Confirmation Date:

A. Distributions

  An initial distribution of $96.9 million to LES creditors was
  made in December 2009.  The LES Trustee is working with the
  Liquidation Trust Oversight Committee to determine whether,
  and how, the LES Trust will make another distribution to LES
  creditors this year.

B. Status of the ARS Litigation

  Steps continue to be taken regarding possible claims arising
  from LES' purchase of Auction Rate Securities.

  Jenner & Block, special counsel to the LES Trust, was recently
  before the Bankruptcy Court to enforce subpoenas against
  Citigroup Inc. and Financial Industry Regulatory Authority,
  Inc., and before other federal courts to enforce subpoenas
  against SunTrust and the Securities and Exchange Commission.
  The parties are completing productions of more than
  1.5 million documents, as required by the court orders, and
  Jenner & Block is in the process of reviewing those documents as
  quickly and efficiently as possible.  The LES Trustee says it
  has and will explore opportunities for reaching a resolution
  with each of the possible subjects of litigation that could
  resolve those disputes efficiently without litigation.

  The LES Trustee is also exploring whether actions by state
  regulators would appropriately provide recoveries that can
  benefit the LES Trust.

C. Status of Insurance Claims

  The LES Trust is reviewing the coverage available under the
  D&O and E&O Insurance Policies, discussing with the LFG
  Trustee the claim that it will pursue relating to the
  company's directors and officers, and discussing with the LFG
  Trustee the pursuit of their respective claims relating to the
  E&O Policies and the relationship and impact of their
  respective claims.

  Due to the interrelated nature of claims that could be
  brought, the LES Trustee and the LFG Trustee are discussing
  how to best cooperate to develop the most effective strategies
  to obtain a successful outcome.  The LES Trustee anticipates
  this will result in a joint strategy to pursue those claims.

D. Status of the LES Claims Objections

  The LES Trust resolved most of its claim prior to confirmation
  of the Plan.  As to those remaining disputed claims, the LES
  Trust, in coordination with Zolfo Cooper, is in the process of
  reviewing the unresolved claims, which include claims
  transferred to LES as a result of claim objections made by the
  LFG Trust.

E. Case Cannot be Closed

  Pursuant to Section 7.8 of the Plan, the case may be closed
  "when all Disputed Claims or Interests filed against a Debtor
  have become Allowed Claims or Interests or have been
  Disallowed by Final Order or otherwise pursuant to the Plan,
  the applicable Trustee will seek authority from the Bankruptcy
  Court to close such Debtor's Chapter 11 case in accordance
  with the Bankruptcy Code and Bankruptcy Rules."

  As of May 24, 2010, the LES Trust has not resolved all of its
  claims and has not made all appropriate distributions as
  litigation is still outstanding.

  The LES Trustee is therefore unable to move the Court to close
  the LandAmerica 1031 Exchange Services, Inc. bankruptcy case
  at this time.

                    About LandAmerica Financial

LandAmerica Financial Group, Inc., provides real estate
transaction services with offices nationwide and a vast network of
active agents.  LandAmerica and its affiliates operate through
approximately 700 offices and a network of more than 10,000 active
agents throughout the world, including Mexico, Canada, the
Caribbean, Latin America, Europe, and Asia.

LandAmerica Financial Group and its affiliate LandAmerica 1031
Exchange Services, Inc. filed for Chapter 11 protection Nov. 26,
2008 (Bankr. E.D. Va. Lead Case No. 08-35994).  Attorneys at
Willkie Farr & Gallagher LLP and McGuireWoods LLP serve as co-
counsel.  Zolfo Cooper is the restructuring advisor.  Epiq
Bankruptcy Solutions serves as claims and notice agent.

Attorneys at Akin Gump Strauss Hauer & Feld LLP and Tavenner &
Beran, PLC, serve as counsel to the Creditors Committee of 1031
Exchange.  Bingham McCutchen LLP and LeClair Ryan serve as counsel
to the Creditors Committee of LFG.

In its bankruptcy petition, LFG listed total assets of
$3,325,100,000, and total debts of $2,839,800,000 as of Sept. 30,
2008.

On March 6, 2009, affiliate LandAmerica Assessment Corporation,
aka National Assessment Corporation, filed its own petition for
Chapter 11 relief.  Affiliate LandAmerica Title Company filed for
for Chapter 11 relief on March 27, 2009.   LandAmerica Credit
Services, Inc., filed for Chapter 11 in July 2009.


LANDAMERICA FIN'L: Wants Documents From Citigroup, SunTrust
-----------------------------------------------------------
LandAmerica Financial Group, Inc., and LandAmerica 1031 Exchange
Services, Inc., ask the Court to enter a Consent Protective Order
to govern the handling of documents and any other information,
produced, given, or exchanged between the Debtors and Citigroup
Global Markets, Inc., and its affiliates; Citigroup, Inc., and
Smith Barney; SunTrust Banks, Inc., SunTrust Robinson Humphrey,
Inc., and SunTrust Investment Services; and the Royal Bank of
Canada and its subsidiary RBC Capital Markets Corporation.

The Debtors inform the Court that counsel for Citigroup,
SunTrust, and RBC and all other parties have agreed to the
Consent Protective Order, except for one provision.

According to Lynn L. Tavenner, Esq., at Jenner & Block LLP, in
Washington, D.C., the one issue of contention under the
Protective Order is subpart 4(h), which deals with the parties'
ability to speak with regulators about the documents received
pursuant to subpoenas issued.

The Debtors have proposed that discussions may be permitted, and
Citigroup and RBC agreed that this was acceptable.  SunTrust,
however, objected that the Debtors should only speak to
regulators about documents the particular regulators already
have.

An agreement in principle was reached with SunTrust's counsel,
permitting discussion with regulators who had already "requested
or obtained any documents from the parties to this agreement,"
subject to further discussion with his client.  That form of
agreement was included in the attached protective order signed by
Citigroup.  However, in signing the agreement, Citigroup's
counsel indicated that it wanted subpart 4(h) to be modified to
match whatever SunTrust ultimately accepted or that was ordered
into effect by the Court.  SunTrust insisted on a more
constricted version of 4(h) in which the Debtors can only speak
about a document with any regulator who already has that very
document.

RBC recently signed an agreement with the Debtors' original
proposed language, but like Citigroup, wants the benefit of any
provision that the Court allows for SunTrust, according to Ms.
Tavenner.

Ms. Tavenner says that in order to permit document production to
begin, the Debtors agreed to SunTrust's narrower provision with
the caveat, written into the agreement, that the issue would be
decided by the Court with no presumption that the scope of the
provision written into the agreement was appropriate.

While Citigroup and RBC did not object to Debtors' original
proposal, both entities want the benefit of any provision that
the Court ultimately allows for SunTrust.  In this light, the
Debtors ask the Court to enter the Consent Protective Order with
a broader scope of subpart 4(h), permitting the Debtors to
discuss subpoenaed documents with regulators.

                    Citigroup, FINRA, SunTrust
                 Oppose Debtors' Motion to Compel

Citigroup, the SunTrust Entities and Financial Industry
Regulatory Authority, Inc., have expressed their opposition to the
Debtors' February 2010 Motion to Compel compliance with subpoenas
related to the marketing and sale of auction rate securities to
LandAmerica.

The subject Subpoenas were dated December 18, 2009, pursuant to
authority granted by the Court on December 4, 2009.

Citigroup insists that it has already produced the core set of
documents of over a million pages provided to the Securities and
Exchange Commission, FINRA and other state regulators in
connection with the 2008 investigation concerning ARS; and is
producing documents related specifically to LandAmerica.
Citigroup says the document production is ongoing.

"Simply put, LandAmerica already possesses information that meets
its self-described need to assess potential ARS-related claims
against Citigroup," William A. Broscious, Esq., at Kepley
Broscious & Biggs, PLC, in Richmond, Virginia --
wbroscious@kbbplc.com -- says, on behalf of Citigroup.

The Debtors seem to base their request purely on process, rather
than substance, Mr. Broscious points out.

FINRA, for its part, opposes the Motion to Compel to the extent
the request seeks to force it to disclose substantially all of
the contents of its SunTrust investigative file.

FINRA is a securities regulator conducting a securities
investigation specifically authorized by the Securities Exchange
Act of 1934 into certain matters involving the SunTrust Entities.
That investigation is ongoing.

Counsel to FINRA, Loc Pfeiffer, Esq., at Kutak Rock LLP, in
Richmond, Virginia, asserts that the contents of FINRA's
investigative files are protected from discovery by the
investigatory file or law enforcement privilege.  "Forcing FINRA
to disclose the contents of the SunTrust Investigative File would
inflict significant harm on FINRA's ability to continue its
investigation, bring disciplinary charges and otherwise carry out
its statutory role in federal securities regulation," FINRA
Executive Vice President James S. Shorris told the Court in a
submitted affidavit.

The SunTrust Entities assert that the Debtors' request should be
denied because it already has complied with its obligations and
has produced, or agreed to produce, all potentially relevant
materials.  SunTrust clarifies that it objects to the production
of only two categories of documents -- (1) documents that are
both irrelevant and have no change of leading to relevant
information about the Debtors' possible claims, including e-
mails; and (2) transcripts of testimony given by certain SunTrust
employees to FINRA.

Citigroup and SunTrust also note that the Debtors seek some
documents that are not within their possession, custody or
control.  Among those requested docs are transcripts from related
investigations of the SEC and FINRA.

The Objectors thus ask the Court to deny approval of the Debtors'
Motion to Compel.

                        Debtors React to
               Citigroup & SunTrust's Objections

The Debtors insist that the very documents they seek for
production has already been approved by the Court under their
November 2009 Rule 2004 Motion related to potential ARS claims.

There simply is no justification for Citigroup's and SunTrust's
refusal to produce documents already provided to regulators, Ms.
Tavenner says.  "They can be produced without any burden."

As to transcript production, Ms. Tavenner elaborates that caselaw
provides that corporation must require their employees to request
transcripts.

For all these reasons, the Debtors maintain that the Court should
grant their Motions to Compel against Citigroup and SunTrust.

               Debtors React to FINRA's Objections

The Debtors note that FINRA continues to object to producing any
materials they requested, but makes no effort to differentiate
among the materials in terms of the interests served by the law
enforcement privilege.

"FINRA must prove a harm to its law enforcement investigation
from disclosure of the actual documents sought, not some
hypothetical harm in some other investigation where the request
may not be drawn specifically to avoid any harm to FINRA's
investigation," Ms. Tavenner asserts, on behalf of the Debtors.

The Debtors clarify that they carefully tailored their requests
to see only materials that SunTrust exchanged with FINRA and
transcripts of witness interviews.  The Debtors have not asked
for internal FINRA notes, opinions or other work product, Ms.
Tavenner notes.

                          *     *     *

                Court Rules on Motion to Compel

Judge Huennekens determines that the Subpoenas seek documents
that are relevant to the administration of the Debtors' estates
and are not vague, overly broad or unduly burdensome.

The Court thus grants the Debtors' Motion to Compel except as to
FINRA.

The Court orders Citigroup and SunTrust to produce all subpoenaed
documents in their possession and control.  SunTrust is permitted
to redact from any hard copy documents the names of customers
other than the Debtors.  The Debtors, however, have the right to
request the identity of particular customers from SunTrust.

Judge Huennekens, however, denies that Debtors' request as to
FINRA at this time.

Although FINRA need not produce documents at this time in
response to the Subpoenas, FINRA is ordered to respond to
requests from Debtors seeking confirmation of whether SunTrust
has provided the Debtors with all documents produced by SunTrust
to FINRA, all document requests made by FINRA to SunTrust, and
all correspondence between SunTrust and FINRA.  The Debtors may
provide the cover letters from SunTrust's productions to Debtors,
an index, or other descriptions of the SunTrust production.
FINRA may use these materials to confirm whether SunTrust has
provided all of the documents and in the same form to which they
were provided to FINRA and if not, what the specific differences
are between the productions to FINRA and to Debtors.

The Debtors are not be prejudiced by this confirmation procedure
from seeking authority at a later date from the Court to obtain
production of these documents by FINRA.

In a separate ruling, the Court also entered a protective order
for the designation of discovery material among the parties in
early April 2010, noting that the language in Paragraph 4(h) of
the order has not been agreed to by all parties.  The disputed
provision relates to the exchange of information related to
potential claims.

                    About LandAmerica Financial

LandAmerica Financial Group, Inc., provides real estate
transaction services with offices nationwide and a vast network of
active agents.  LandAmerica and its affiliates operate through
approximately 700 offices and a network of more than 10,000 active
agents throughout the world, including Mexico, Canada, the
Caribbean, Latin America, Europe, and Asia.

LandAmerica Financial Group and its affiliate LandAmerica 1031
Exchange Services, Inc., filed for Chapter 11 protection Nov. 26,
2008 (Bankr. E.D. Va. Lead Case No. 08-35994).  Attorneys at
Willkie Farr & Gallagher LLP and McGuireWoods LLP serve as co-
counsel.  Zolfo Cooper is the restructuring advisor.  Epiq
Bankruptcy Solutions serves as claims and notice agent.

Attorneys at Akin Gump Strauss Hauer & Feld LLP and Tavenner &
Beran, PLC, serve as counsel to the Creditors Committee of 1031
Exchange.  Bingham McCutchen LLP and LeClair Ryan serve as counsel
to the Creditors Committee of LFG.

In its bankruptcy petition, LFG listed total assets of
$3,325,100,000, and total debts of $2,839,800,000 as of Sept. 30,
2008.

On March 6, 2009, affiliate LandAmerica Assessment Corporation,
aka National Assessment Corporation, filed its own petition for
Chapter 11 relief.  Affiliate LandAmerica Title Company filed for
for Chapter 11 relief on March 27, 2009.   LandAmerica Credit
Services, Inc., filed for Chapter 11 in July 2009.


LAUREATE EDUCATION: Bank Debt Trades at 9% Off in Secondary Market
------------------------------------------------------------------
Participations in a syndicated loan under which Laureate
Education, Inc., is a borrower traded in the secondary market at
91.25 cents-on-the-dollar during the week ended Friday, June 4,
2010, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This shows a drop of 0.54
percentage points from the previous week, The Journal relates.
The Company pays 325 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Aug. 17, 2014, and carries
Moody's B1 rating and Standard & Poor's B rating.  The debt is one
of the biggest gainers and losers among 186 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

Laureate Education, Inc., is based in Baltimore, Maryland, and
operates a leading international network of accredited campus-
based and online universities with 26 institutions in 15
countries, offering academic programs to about 311,000 students
through 74 campuses and online delivery.  Laureate offers a broad
range of career-oriented undergraduate and graduate programs
through campus-based universities located in Latin America,
Europe, and Asia.  Through online universities, Laureate offers
the growing population of non-traditional, working-adult students
the convenience and flexibility of distance learning to pursue
undergraduate, master's and doctorate degree programs in major
career fields including engineering, education, business, and
healthcare.


LEAP WIRELESS: Merger Talks with MetroPCS Remains at Impasse
------------------------------------------------------------
Merger talks between Leap Wireless International Inc. and MetroPCS
Communications Inc. have remained at an impasse as both sides have
failed to agree on the relative value of each company, which would
determine the exchange ratio at which Leap shareholders would turn
in their shares for MetroPCS shares, people familiar with the
discussions said, according to The Wall Street Journal's Anupreeta
Das.  The sources said:

     -- Leap wants an exchange ratio that reflects what it
        believes are significant merger-related synergies;

     -- Leap's largest shareholder, Mark Rachesky, wants a price
        that reflects the investment the company has made in
        broadband and third-generation wireless technologies.

The sources said MetroPCS doesn't assign the same value to
synergies and, in the absence of another potential suitor, feels
less compelled to move quickly to seal a deal.

Mr. Rachesky runs MHR Fund Management and controls about 20% of
Leap stock.  He is Leap's chairman.

According to the Journal, people familiar with the matter said
Leap hired advisers late last year to explore strategic options
for the company, including a sale.  The sources said bankers from
Goldman Sachs Group Inc. and Morgan Stanley reached out to
competitors, including Sprint, T-Mobile, AT&T and Verizon, to
gauge their interest in a potential tie-up, but Leap failed to
secure any real interest from potential suitors other than
MetroPCS.  The Journal relates Credit Suisse Group AG and J.P.
Morgan Chase & Co. are advising MetroPCS.

One source told the Journal Leap continues to be in discussions
with some of these other parties as well and that among the
scenarios under consideration is a merger with MetroPCS followed
by a sale to a bigger competitor down the road.

The Journal notes MetroPCS and Leap are the fifth- and seventh-
largest U.S. wireless operators -- behind against the four-largest
wireless carriers -- Verizon Wireless, AT&T Inc., Sprint Nextel
Corp. and Deutsche Telekom AG's T-Mobile USA.  The Journal says
both companies share the same wireless networking technology and
operate in complementary markets, together serving at least 12
million customers.

                          About MetroPCS

MetroPCS Communications, Inc., is a wireless communications
provider that offers wireless broadband mobile services under the
MetroPCS brand in selected metropolitan areas in the United States
over its own licensed networks or networks of entities, in which
the Company holds a substantial non-controlling ownership
interest.  The Company provides an array of wireless
communications services to its subscribers on a no long-term
contract, paid-in-advance, flat rate, unlimited usage basis.  As
of Dec. 31, 2008, it had approximately 5.4 million subscribers in
eight states.

                           *     *     *

MetroPCS Communications continues to carry Standard & Poor's "B"
Long-Term Foreign Issuer Credit and Long-Term Local Issuer Credit
rating.

                       About Leap Wireless

Headquartered in San Diego, California, Leap Wireless
International, Inc. (NASDAQ: LEAP) -- http://www.leapwireless.com/
-- and its joint ventures provide wireless services in 34 states
and the District of Columbia and hold licenses in 35 of the top 50
U.S. markets.  Through its affordable, flat-rate service plans,
Cricket offers customers a choice of unlimited voice, text, high-
speed data and mobile Web services.

Leap spun out from Qualcomm Inc. in 1998 and expanded primarily
into rural markets.  It has customers in 34 states and annual
sales around $2.3 billion, making it the seventh-largest wireless
carrier in the U.S., according to The Wall Street Journal.

At March 31, 2010, the Company had total assets of $5,259,706,000
from total liabilities of $3,578,532,000 and redeemable non-
controlling interests of $51,768,000, resulting in stockholders'
equity of $1,629,406,000.

The Troubled Company Reporter on February 2, 2010, citing The Wall
Street Journal's Jeffrey McCracken and Niraj Sheth, said Leap
Wireless has hired Goldman Sachs Group and formed a special board
committee to look into selling the company or merging with rivals.

                         *     *     *

According to the Troubled Company Reporter on April 29, 2009,
Standard & Poor's Ratings Services revised its outlook on Leap
Wireless International Inc. to positive from stable.  At the same
time, S&P affirmed its ratings on the San Diego-based wireless
carrier, including the "B-" long-term corporate credit rating and
"B+" secured bank loan rating on subsidiary Cricket Communications
Inc.


LEHIGH COAL: One Member of Investor Group Allowed to Credit Bid
---------------------------------------------------------------
WestLaw reports that an investment group member that had agreed to
act as a stalking horse bidder at a sale outside the ordinary
course of the assets of a Chapter 11 debtor would be allowed to
credit bid the amount of the indebtedness, despite language in the
investment agreement that allegedly required members of the
investment group to share benefits pro rata.  The agreement was
replete with provisions that investors would hold certain
recoveries in trust for the group, suggesting that individual
action was likely anticipated.  In re Lehigh Coal and Nav. Co., --
- B.R. ----, 2010 WL 2025211 (Bankr. M.D. Pa.).

As reported in the Troubled Company Reporter on June 4, 2009, the
Bankruptcy Court authorized the Debtor on May 28, 2010, to sell
its assets to secured creditor BET Associates IV, LLC, in exchange
for $14.8 million in debt, and there were no competing bids at an
earlier auction.  The Honorable John J. Thomas overruled
objections to the sale and credit bidding arrangement raised by
the United Mine Workers; Ciardi Advisory Services, as agent for a
lending group; Primerock Capital, LLC, one of the investors in
that lending group; the Official Committee of Unsecured Creditors;
and Caterpillar Financial Services Corporation.

At a hearing on June 22, 2010, the Judge Thomas will consider
whether the chapter 11 reorganization should be converted to a
chapter 7 liquidation or if a chapter 11 trustee should be
appointed.

Lehigh Coal & Navigation Co. -- http://www.lcncoal.com/-- has
been mining anthracite coal since the late 1700s, with 8,000 acres
of coal-producing properties.  Creditors filed an involuntary
Chapter 11 petition against the Company on July 15, 2008 (Bankr.
M.D. Penn. Case No. 08-51957).  The involuntary filing was the
third filed against the Company in less than four years.  Jeffrey
Kurtzman, Esq., at Klehr, Harrison, Harvey, Branzburg and Ellers,
LLP, represents the petitioners.  The Debtor consented to being in
Chapter 11 in August 2008.  Lawrence G. McMichael, Esq., and
Jennifer L. Maleski, Esq., at Dilworth Paxson LLP, in
Philadelphia, represent the Debtor.


LEHMAN BROTHERS: Former CEO Seeks to Toss Securities Fraud Case
---------------------------------------------------------------
Bankruptcy Law360 reports that Lehman Brothers Holdings Inc.'s
former CEO Richard Fuld has urged a federal court to throw out a
securities fraud class action claiming he and other company
officials failed to disclose certain repurchase and resale deals,
known as Repo 105 transactions, to allegedly hide the real amount
of assets and debt on Lehman's balance sheet.  Mr. Fuld and other
former Lehman executives moved to dismiss the case in the U.S.
District Court for the Southern District of New York on Friday,
according to Law360.

                       About Lehman Brothers

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

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

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

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

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

               International Operations Collapse

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

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

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


LEHMAN BROTHERS: Seeks To Sell 447 Artworks in September Auction
----------------------------------------------------------------
Bankruptcy Law360 reports that lawyers for Lehman Brothers
Holdings Inc. have asked a bankruptcy judge to approve a plan for
the Debtor to sell 447 works of art -- including pieces by such
famed artists as Andy Warhol, Cindy Sherman, Jasper Johns and
Robert Rauschenberg -- at Sotheby's Inc. in a September auction.

                       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: Sells Management Contract for 3 Real Estate Funds
------------------------------------------------------------------
Bankruptcy Law360 reports that Lehman Brothers Holdings Inc. has
sold the management contract for three private real estate funds
to a group of five former executives who ran the business prior to
its collapse.

Law360 says the former management team agreed to pay an
undisclosed amount to obtain three private funds -- Lehman
Brothers Real Estate Partners I, II and III.

                       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: Won't Close Fenway Deal Until SunCal Gets Hearing
------------------------------------------------------------------
Lehman Brothers Holdings Inc. has agreed not to close a deal to
buy back $1.5 billion in loans from affiliate Fenway Capital LLC,
pending a hearing on SunCal Cos.'s appeal of that move, according
to American Bankruptcy Institute.

                       About Lehman Brothers

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

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

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

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

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

               International Operations Collapse

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

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

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


LEVEL 3: Launches Exchange Offer for 10% Senior Notes Due 2018
--------------------------------------------------------------
Level 3 Financing, Inc., Level 3 Communications, Inc., and Level 3
Communications, LLC, filed with the Securities and Exchange
Commission a Pre-Effective Amendment No. 1 to Form S-4
Registration Statement under the Securities Act of 1933 in
connection with the Company's offer to exchange new 10% Senior
Notes due 2018 of Level 3 Financing, Inc., for the Company's
currently outstanding 10% Senior Notes due 2018.  Level 3 is
registering with the Commission $640 million of 10% Senior Notes
due 2018.

A full-text copy of the Company's prospectus is available at no
charge at http://ResearchArchives.com/t/s?642e

Level 3 held its 2010 annual meeting of stockholders on May 20,
2010.  Stockholders elected 14 directors to the Company's Board of
Directors to hold office until the annual meeting of stockholders
in 2011 or until his successor is elected and qualified:

     * Walter Scott, Jr.;
     * James Q. Crowe;
     * R. Douglas Bradbury;
     * Douglas C. Eby;
     * James O. Ellis, Jr.;
     * Richard R. Jaros;
     * Robert E. Julian;
     * Michael J. Mahoney;
     * Rahul N. Merchant;
     * Charles C. Miller, III;
     * Arun Netravali;
     * John T. Reed;
     * Michael B. Yanney; and
     * Dr. Albert C. Yates

Stockholders approved the grant of discretionary authority to the
Company's Board to effect a reverse stock split at one of four
ratios.  Stockholders approved an amendment to the Company's
restated certificate of incorporation to increase the number of
authorized shares of the Company's common stock, par value $0.01
per share, from 2.5 billion to 2.9 billion.  Stockholders approved
an amendment and restatement of the Level 3 Communications, Inc.
1995 Stock Plan (amended and restated as of April 1, 1998) to,
among other things, extend the term of that plan to May 20, 2020,
and to increase the number of shares of the Company's common
stock, par value $0.01 per share reserved for issuance under the
plan by 50 million.

On May 20, 2010, the Compensation Committee of the Board and the
full Board approved the form of Master Deferred Issuance Stock
Agreement for Non-Employee Directors.

                           About Level 3

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

The Company's balance sheet at March 31, 2010, showed $8.6 billion
in total assets and $8.4 billion in total liabilities, for a
$221.0 million total stockholders' equity.

                           *     *     *

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


LINCOLN NATIONAL: Fitch Puts 'BB+' Rating on Positive Watch
-----------------------------------------------------------
Fitch Ratings has placed on Rating Watch Positive Lincoln National
Corporation's long-term ratings including these:

  -- Issuer Default Rating 'BBB+';
  -- Senior debt 'BBB';
  -- Junior subordinated debt 'BB+'.

Fitch also affirmed the Insurer Financial Strength (IFS) rating at
'A+' and revised the Rating Outlook to Stable from Negative for
LNC's insurance operating subsidiaries, including Lincoln National
Life Insurance Company.

The rating actions follow Fitch's periodic review of LNC.  The
placement on Rating Watch Positive of LNC's long-term holding
company ratings reflects Fitch's view that LNC has taken important
steps to enhance financial flexibility and reduce liquidity
concerns at the holding company.  The most recent of these
positive measures include the company's announcement yesterday
that it received commitments for a $2 billion bank credit
facility, which includes a $1.5 billion credit facility allowing
for the issuance of letters of credit expiring in 2015 and a 364-
day $500 million credit facility.  LNC intends to primarily use
the $2 billion credit facility to provide LOCs in support of
certain life insurance reserve financing provided by affiliated
offshore reinsurance companies.  Concerns about LNC's liquidity
and financial flexibility were a major factor behind Fitch's
expanded holding company notching in April 2009 and arguably LNC's
$950 million participation in the U.S. Treasury's Capital Purchase
Program.

Fitch would resolve the Rating Watch Positive and consider a
return to normal notching between the holding company IDR rating
and the insurance company IFS rating once LNC repays outstanding
CPP funding.  Management indicated during its first quarter 2010
conference call that LNC may accelerate its CPP repayment
timeframe, originally planned for second half of 2010 through
first half of 2011 or as market conditions dictate.

Overall, Fitch would view the replacement of CPP funds with more
permanent capital market financing as marginally positive in that
it demonstrates an overall improved financial position and
increased access to capital markets.  Although having the CPP
capital on hand provided LNC an additional cushion for near-term
uncertainties, ultimately, repayment should favorably reduce the
potential negative impact to LNC's business position, franchise
value and management team that are concerns for companies that
operate long-term under federal government support and related
restrictions.

As a result of various capital raising efforts, CPP and asset
sales during the past 12-18 months, Fitch believes LNC has
substantially increased its financial flexibility and liquidity
position with $1.1 billion of cash at the holding company as of
March 31, 2010.  Fitch estimates that this level of cash combined
with an expected ordinary dividend from the insurance company of
$600 million in 2010, will result in cash coverage of almost 4.2
times expected 2010 interest and dividend payments.  Fitch
believes that LNC could fund its 2011-2012 debt maturities of
$550 million with holding company cash and still maintain over
1.8x annual interest and dividend payments for 2011 (with no
additional insurance company dividends and without consideration
of CPP repayment).

Fitch's ratings also reflect its view that LNC has an above
average Total Financings and Commitments ratio as of March 31,
2010, at 1.1x when excluding goodwill.  TFC is a non-risk-based
leverage measure that expands on Fitch's traditional debt-to-
equity calculations.  The ratio is driven largely by the company's
outstanding debt as well as financings for life reserves, the
latter of which includes $1.7 billion in LOCs.  Fitch would view
positively substantive progress in LNC's ability to implement
long-term solutions for reserve financing that more closely align
asset/liability duration and reduce refinancing risks.

Fitch's ratings on LNC are supported by the company's longstanding
strong competitive position in the life insurance and annuity
market, strong and diverse distribution network, capable
management team and historically solid operating performance.
Fitch's ratings also acknowledge that LNC has reduced future
reserve financing needs by re-pricing its universal life business
to meet profitability hurdles while holding reserves on balance
sheet.  These positives are tempered somewhat by the challenges
LNC faces with respect to strong competition in the life insurance
and asset accumulation sectors, particularly in the affluent
market segment that LNC has targeted, and the degree to which the
company's earnings continue to be leveraged to the equity markets.

The Stable Outlook on the IFS ratings reflects Fitch's view that
LNC's exposure to future investment losses is manageable in the
context of the company's insurance company capital position and
statutory earnings under Fitch's core stress scenario, which
incorporates the agency's best estimates of investment losses over
the next 12-18 months.

While LNC continues to face challenges, primarily related to asset
risk, refinancing risk and operating performance, Fitch believes
they are manageable within the context of the ratings.  However,
LNC's ratings could be under pressure if the company were unable
to meet certain rating expectations including, but not limited to:
a traditional financial leverage ratio at or below 25% (1Q'10
leverage was 20%); the preservation of holding company cash in the
range of 12-18 months of annual interest, common stock dividends
and debt maturities; the inability to execute on long-term
solutions for life insurance reserve financing; a minimum RBC of
400% at the insurance company during normal economic cycles;
investment losses within Fitch's base case loss expectations; and
the maintenance of solid operating performance and competitive
positions.

Lincoln National Corp., headquartered in Radnor, PA, markets a
broad range of insurance and asset accumulation products and
financial advisory services primarily to the affluent market
segment.  The company's consolidated assets were $181.6 billion,
and common equity was $12.4 billion at March 31, 2010.

Fitch places these ratings of LNC on Rating Watch Positive:

Lincoln National Corporation

  -- Long-term IDR 'BBB+';

  -- 6.2% senior notes due Dec. 15, 2011 'BBB';

  -- 5.65% senior notes due Aug. 27, 2012 'BBB';

  -- 4.75% senior notes due Jan. 27, 2014 'BBB';

  -- 4.75% senior notes due Feb. 15, 2014 'BBB';

  -- 7% senior notes due March 15, 2018 'BBB';

  -- 8.75% senior notes due July 1, 2019 'BBB';

  -- 6.25% senior notes due Feb. 15, 2020 'BBB';

  -- 6.15% senior notes due April 7, 2036 'BBB';

  -- 6.3% senior notes due Oct. 9, 2037 'BBB';

  -- 6.75% junior subordinated debentures due April 20, 2066
     'BB+';

  -- 7% junior subordinated debentures due May 17, 2066 'BB+';

  -- 6.05% junior subordinated debentures due April 20, 2067
     'BB+';

  -- Cumulative Perpetual Preferred Stock 'BB+'.

Lincoln National Capital VI

  -- Trust preferred securities 'BB+'.

Fitch affirms these ratings:

Lincoln National Corporation

  -- Short-term IDR at 'F2';
  -- CP at 'F2'.

Fitch affirms these ratings of LNC's insurance subsidiaries and
revises the Rating Outlook to Stable from Negative:

Lincoln National Life Insurance Company
Lincoln Life & Annuity Company of New York
First Penn-Pacific Life Insurance Company

  -- IFS at 'A+'.


MAJESTIC STAR: Court Okays $1.5 Mil. in Incentives to Executives
----------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that the bankruptcy
judge said Majestic Star Casino LLC can pay $1.5 million in
bankruptcy bonuses to a handful of executives charged with guiding
the riverboat casino operator through bankruptcy.

The Majestic Star Casino, LLC -- aka Majestic Star Casino, aka
Majestic Star -- is based in Las Vegas, Nevada.  It is a wholly
owned subsidiary of Majestic Holdco, LLC, which is a wholly owned
subsidiary of Barden Development, Inc.  The Company was formed on
December 8, 1993, as an Indiana limited liability company to
provide gaming and related entertainment to the public.  The
Company commenced gaming operations in the City of Gary at
Buffington Harbor, located in Lake County, Indiana on June 7,
1996.  The Company is a multi-jurisdictional gaming company with
operations in three states -- Indiana, Mississippi and Colorado.

The Company filed for Chapter 11 bankruptcy protection on
November 23, 2009 (Bankr. D. Del. Case No. 09-14136).

The Company's affiliates -- The Majestic Star Casino II, Inc., The
Majestic Star Casino Capital Corp., Majestic Star Casino Capital
Corp. II, Barden Mississippi Gaming, LLC, Barden Colorado Gaming,
LLC, Majestic Holdco, LLC, and Majestic Star Holdco, Inc. -- also
filed separate Chapter 11 petitions.

Kirkland & Ellis LLP is the Debtors' bankruptcy counsel.  James E.
O'Neill, Esq., Laura Davis Jones, Esq., and Timothy P. Cairns,
Esq., at Pachulski Stang Ziehl & Jones LLP are the Debtors'
Delaware counsel.  Xroads Solutions Group, LLC, is the Debtors'
financial advisor, while EPIQ Bankruptcy Solutions LLC are the
Debtors' claims and notice agent.

The Majestic Star Casino, LLC's balance sheet at June 30, 2009,
showed total assets of $406.42 million and total liabilities of
$749.55 million.  When it filed for bankruptcy, the Company listed
up to $500 million in assets and up to $1 billion in debts.


METROPCS COMMUNICATIONS: Merger Talks with Leap at Impasse
----------------------------------------------------------
Merger talks between Leap Wireless International Inc. and MetroPCS
Communications Inc. have remained at an impasse as both sides have
failed to agree on the relative value of each company, which would
determine the exchange ratio at which Leap shareholders would turn
in their shares for MetroPCS shares, people familiar with the
discussions said, according to The Wall Street Journal's Anupreeta
Das.  The sources said:

     -- Leap wants an exchange ratio that reflects what it
        believes are significant merger-related synergies;

     -- Leap's largest shareholder, Mark Rachesky, wants a price
        that reflects the investment the company has made in
        broadband and third-generation wireless technologies.

The sources said MetroPCS doesn't assign the same value to
synergies and, in the absence of another potential suitor, feels
less compelled to move quickly to seal a deal.

Mr. Rachesky runs MHR Fund Management and controls about 20% of
Leap stock.  He is Leap's chairman.

According to the Journal, people familiar with the matter said
Leap hired advisers late last year to explore strategic options
for the company, including a sale.  The sources said bankers from
Goldman Sachs Group Inc. and Morgan Stanley reached out to
competitors, including Sprint, T-Mobile, AT&T and Verizon, to
gauge their interest in a potential tie-up, but Leap failed to
secure any real interest from potential suitors other than
MetroPCS.  The Journal relates Credit Suisse Group AG and J.P.
Morgan Chase & Co. are advising MetroPCS.

One source told the Journal Leap continues to be in discussions
with some of these other parties as well and that among the
scenarios under consideration is a merger with MetroPCS followed
by a sale to a bigger competitor down the road.

The Journal notes MetroPCS and Leap are the fifth- and seventh-
largest U.S. wireless operators -- behind against the four-largest
wireless carriers -- Verizon Wireless, AT&T Inc., Sprint Nextel
Corp. and Deutsche Telekom AG's T-Mobile USA.  The Journal says
both companies share the same wireless networking technology and
operate in complementary markets, together serving at least 12
million customers.

                          About MetroPCS

MetroPCS Communications, Inc., is a wireless communications
provider that offers wireless broadband mobile services under the
MetroPCS brand in selected metropolitan areas in the United States
over its own licensed networks or networks of entities, in which
the Company holds a substantial non-controlling ownership
interest.  The Company provides an array of wireless
communications services to its subscribers on a no long-term
contract, paid-in-advance, flat rate, unlimited usage basis.  As
of Dec. 31, 2008, it had approximately 5.4 million subscribers in
eight states.

                           *     *     *

MetroPCS Communications continues to carry Standard & Poor's "B"
Long-Term Foreign Issuer Credit and Long-Term Local Issuer Credit
rating.

                       About Leap Wireless

Headquartered in San Diego, California, Leap Wireless
International, Inc. (NASDAQ: LEAP) -- http://www.leapwireless.com/
-- and its joint ventures provide wireless services in 34 states
and the District of Columbia and hold licenses in 35 of the top 50
U.S. markets.  Through its affordable, flat-rate service plans,
Cricket offers customers a choice of unlimited voice, text, high-
speed data and mobile Web services.

Leap spun out from Qualcomm Inc. in 1998 and expanded primarily
into rural markets.  It has customers in 34 states and annual
sales around $2.3 billion, making it the seventh-largest wireless
carrier in the U.S., according to The Wall Street Journal.

At March 31, 2010, the Company had total assets of $5,259,706,000
from total liabilities of $3,578,532,000 and redeemable non-
controlling interests of $51,768,000, resulting in stockholders'
equity of $1,629,406,000.

The Troubled Company Reporter on February 2, 2010, citing The Wall
Street Journal's Jeffrey McCracken and Niraj Sheth, said Leap
Wireless has hired Goldman Sachs Group and formed a special board
committee to look into selling the company or merging with rivals.

                         *     *     *

According to the Troubled Company Reporter on April 29, 2009,
Standard & Poor's Ratings Services revised its outlook on Leap
Wireless International Inc. to positive from stable.  At the same
time, S&P affirmed its ratings on the San Diego-based wireless
carrier, including the "B-" long-term corporate credit rating and
"B+" secured bank loan rating on subsidiary Cricket Communications
Inc.


MICHAELS STORES: Bank Debt Trades at 9% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Michaels Stores,
Inc., is a borrower traded in the secondary market at 91.34 cents-
on-the-dollar during the week ended Friday, June 4, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 1.73
percentage points from the previous week, The Journal relates.
The Company pays 225 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Oct. 31, 2013, and carries
Moody's B3 rating and Standard & Poor's B rating.  The debt is one
of the biggest gainers and losers among 186 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

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

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.

At May 1, 2010, the Company had total assets of $1.56 billion
against total liabilities of $4.32 billion, resulting in
stockholders' deficit of $2.76 billion.


MOMENTIVE PERFORMANCE: To Pay Interest on Toggle Notes in Cash
--------------------------------------------------------------
Momentive Performance Materials Inc. on May 26, 2010, made the
permitted election under the Indenture dated December 4, 2006,
governing its 10-1/8%/ 10-7/8% Senior Toggle Notes due 2014 to pay
interest under the Notes that is due on December 1, 2010 -- for
the interest period beginning on June 1, 2010 and ending on
November 30, 2010 -- in cash.  After December 1, 2010, under the
terms of the Notes, Momentive is required to pay all interest
under the Notes in cash.

                     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.

At March 28, 2010, Momentive had $3.222 billion in total assets on
$3.788 billion in total liabilities, and $3.813 million in non-
controlling interests, resulting in stockholders' deficit of
$565.795 million.

                           *     *     *

As reported by 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.

The TCR 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.


NCO GROUP: Bank Debt Trades at 3% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which NCO Group, Inc.,
is a borrower traded in the secondary market at 97.30 cents-on-
the-dollar during the week ended Friday, June 4, 2010, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 0.62 percentage points
from the previous week, The Journal relates.  The Company pays 300
basis points above LIBOR to borrow under the facility.  The bank
loan matures on Oct. 25, 2013, and carries Moody's B1 rating and
Standard & Poor's B rating.  The debt is one of the biggest
gainers and losers among 186 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

As reported by the Troubled Company Reporter on April 16, 2010,
Moody's downgraded the Corporate Family Rating of NCO Group, Inc.,
to B3 from B2 and affirmed the SGL-3 speculative grade liquidity
rating.  Moody's concurrently downgraded each of NCO's debt
instrument ratings by one notch.  The rating outlook was changed
to stable from negative.

The downgrade of the CFR reflects an anticipated decline in
profitability in NCO's ARM and CRM business lines during 2010.
Moody's expects liquidation rates of delinquent accounts
receivables to remain depressed as many consumers struggle with
high unemployment and constrained access to credit.  Profitability
in the CRM segment may be negatively affected by declining
transaction volumes from certain large customers in the
telecommunications sector.

Based in Horsham, Pennsylvania, NCO Group, Inc., is a global
provider of business process outsourcing services, primarily
focused on accounts receivable management and customer
relationship management.  The company also purchases and manages
past due consumer accounts receivable from consumer creditors such
as banks, finance companies, retail merchants, utilities,
healthcare companies, and other consumer-oriented companies.  NCO,
a portfolio company of One Equity Partners, reported revenues of
about $1.4 billion for the twelve month period ended September 30,
2008.


NETWORK COMMS.: Misses Interest Payment; Moody's IDR Now at 'D'
---------------------------------------------------------------
Moody's Investors Service lowered the Probability of Default
Rating of Network Communications, Inc., to D from B3 and the
Corporate Family Rating to Ca from B3 after the company announced
it had missed the June 1 interest payment on its senior unsecured
notes.  The notes were downgraded to Ca from Caa1.  Concurrently,
the rating on the first lien credit facility was downgraded to
Caa1 from Ba3 and the ratings outlook was changed to negative from
stable.

NCI announced that it elected not to make the $9.4 million
interest payment due June 1, 2010, on its 10.75% senior unsecured
notes maturing 2013.  As a result, the senior secured lenders
accelerated all amounts outstanding on the revolver and term loan,
which in turn triggered an event of default under the 2013 notes.
The company is currently in negotiations with stakeholders to
restructure its balance sheet and expects to fund its business
with cash on hand and cash from operations.

The ratings and negative outlook reflect events of default across
most debt in the capital structure and continued uncertainty
regarding NCI's viability as a going concern.  Should the company
file for bankruptcy protection, Moody's would likely withdraw all
ratings approximately 3 days thereafter.

These ratings were downgraded and Loss Given Default assessments
revised, as noted:

* $15 million first lien revolver, to Caa1 (LGD1, 9%) from Ba3
  (LGD2, 10%)

* $69 million first lien term loan, to Caa1 (LGD1, 9%) from Ba3
  (LGD2, 10%)

* $175 million 10.75% senior unsecured notes due 2013, to Ca
  (LGD4, 57%) from Caa1 (LGD4, 59%)

* Corporate Family Rating, to Ca from B3

* Probability of Default Rating, to D from B3

* Speculative Grade Liquidity Rating, to SGL-4 from SGL-3

The parent company's senior subordinated payment-in-kind mezzanine
notes are not rated by Moody's.

The previous rating action occurred on February 5, 2009, when
Moody's downgraded NCI's Corporate Family Rating to B3 from B1.
NCI's ratings were assigned by evaluating factors Moody's believes
are relevant to the credit profile of the issuer, such as i) the
business risk and competitive position of the company versus
others within its industry, ii) the capital structure and
financial risk of the company, iii) the projected performance
of the company over the near to intermediate term, and
iv) management's track record and tolerance for risk.  These
attributes were compared against other issuers both within and
outside NCI's core industry and NCI's ratings are believed to be
comparable to those of other issuers of similar credit risk.

Network Communications, Inc., headquartered in Lawrenceville,
Georgia, is a leading publisher of printed and online real estate
information in North America.  For the twelve months ended
December 6, 2009, the company generated revenues of approximately
$150 million.


NEW LEAF: Issues $300,000 Note to Director O. Lee Tawes
-------------------------------------------------------
Eric Skae, president and chief executive officer of New Leaf
Brands, Inc., said that on May 20, 2010, the Company issued a note
to its director, O. Lee Tawes III, for $300,000, bearing simple
interest at 15% per annum for $300,000.  The principal is due and
payable on July 19, 2010.  Accrued interest on the note is payable
in cash or in the Company's common stock at a conversion rate of
$0.35 per share, subject to adjustment, at the Company's
discretion.

The Company also amended an existing note previously issued to Mr.
Tawes on November 30, 2009, with a principal balance of $150,000
and outstanding interest of $9,680 as of May 20, 2010, such that
it may be converted into common stock at a conversion rate of
$0.35, subject to adjustment. As a result of this amendment, as of
May 20, 2010, Mr. Tawes was eligible to convert this note into
456,229 shares of the Company's common stock.

The Company also amended an existing note previously issued to Mr.
Tawes on April 9, 2010, with a principal balance of $50,000 and
outstanding interest of $278 as of May 20, 2010, such that it may
be converted into common stock at a conversion rate of $0.35,
subject to adjustment.  As a result of this amendment, as of May
20, 2010, Mr. Tawes was eligible to convert this note into 143,851
shares of the Company's common stock.

                       About New Leaf Brands

Scottsdale, Ariz.-based New Leaf Brands, Inc. develops, markets
and distributes healthy and functional ready-to-drink teas under
the New Leaf(R) brand.

The Company's balance sheet at March 31, 2010, revealed
$6.6 million in total assets and $6.1 million in total
liabilities, for a $521,333 million total stockholders' equity.

                           *     *     *

According to the Troubled Company Reporter on April 8, 2010,
Mayer Hoffman McCann P.C., in Phoenix, Ariz., expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has suffered recurring losses from operations, has a working
capital deficiency, was not in compliance with certain financial
covenants related to debt agreements, and has a significant amount
of debt maturing in 2010.


NIELSEN COMPANY: Bank Debt Trades at 7% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which The Nielsen
Company B.V. is a borrower traded in the secondary market at 93.25
cents-on-the-dollar during the week ended Friday, June 4, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 0.85
percentage points from the previous week, The Journal relates.
The Company pays 225 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Aug. 9, 2013, and carries
Moody's Ba3 rating and Standard & Poor's B+ rating.  The debt is
one of the biggest gainers and losers among 186 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

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

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


NIELSEN CO: S&P Puts 'B' Corp. Rating on CreditWatch Positive
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' corporate credit
rating for New York City-based The Nielsen Co. B.V., along with
all related issue-level ratings on the company's debt, on
CreditWatch with positive implications.  S&P rate the company on a
consolidated basis with operating subsidiary Nielsen Finance LLC.

"The positive CreditWatch listing is based on Nielsen's intention
to launch an IPO of $1.75 billion and use a yet to be determined
portion of the proceeds to pay down debt," said Standard & Poor's
credit analyst Tulip Lim.

Nielsen has reduced leverage primarily through EBITDA growth.  For
the 12 months ended March 31, 2010, adjusted leverage was high, at
7.2x, but modestly lower than the 7.5x as of Dec. 31, 2009.  The
company also repaid $25 million of debt in the first quarter.

For the first quarter ended March 31, 2010, revenue increased
8.5%, or 3.6% on a constant currency basis.  Nielsen's "What
Consumers Watch" segment revenue was flat on a constant currency
basis and the "What Consumers Buy" segment grew 6.5% on a constant
currency basis.  Revenues in the "What Consumers Buy" segment
reflected growth in the more discretionary side of the business,
which provides the company's consumer products customers advanced
analytics and consulting services.  Revenue growth also benefited
from growth in developing markets.  EBITDA increased 12.8%.  S&P
believes that EBITDA growth will slow from the company's
historical double-digit rates.  Therefore, a material reduction in
leverage would likely require significant debt repayment from IPO
proceeds.

In resolving the CreditWatch listing, S&P will meet with the
management team and review its business outlook and plan for debt
repayment.  S&P could raise the rating, potentially by two
notches, depending on the ultimate size of the IPO, the amount of
debt the company repays, and S&P's assessment of the company's
financial policy and future operating performance.


NPS PHARMACEUTICALS: Columbia Wanger Holds 11.36% of Shares
-----------------------------------------------------------
Columbia Wanger Asset Management, L.P., disclosed that as of
April 30, 2010, it may be deemed to beneficially own 5,508,009
shares or roughly 11.36% of the common stock of NPS
Pharmaceuticals Inc.  The shares include those held by Columbia
Acorn Trust, a Massachusetts business trust that is advised by
CWAM.  CAT holds 9.00% of the Company's shares.

                     About NPS Pharmaceuticals

Based in Bedminster, New Jersey, NPS Pharmaceuticals Inc. (Nasdaq:
NPSP) -- http://www.npsp.com/-- is developing new treatment
options for patients with rare gastrointestinal and endocrine
disorders.

At March 31, 2010, the Company had $140.359 million in total
assets against $367.931 million in total liabilities, resulting in
stockholders' deficit of $227.572 million.


NPS PHARMACEUTICALS: FMR LLC, Fidelity Hold 14.504% of Shares
-------------------------------------------------------------
FMR LLC and Edward C. Johnson 3d disclosed that they may be deemed
to beneficially own 7,027,119 shares or roughly 14.504% of the
common stock of NPS Pharmaceuticals Incorporated.

Fidelity Management & Research Company, a wholly owned subsidiary
of FMR LLC, is the beneficial owner of 7,027,119 shares or 14.504%
of the Common Stock outstanding of NPS Pharmaceuticals as a result
of acting as investment adviser to various investment companies
registered under Section 8 of the Investment Company Act of 1940.

The ownership of one investment company, Fidelity Growth Company
Fund, amounted to 3,750,273 shares or 7.741% of the Common Stock
outstanding.

                     About NPS Pharmaceuticals

Based in Bedminster, New Jersey, NPS Pharmaceuticals Inc. (Nasdaq:
NPSP) -- http://www.npsp.com/-- is developing new treatment
options for patients with rare gastrointestinal and endocrine
disorders.

At March 31, 2010, the Company had $140.359 million in total
assets against $367.931 million in total liabilities, resulting in
stockholders' deficit of $227.572 million.


NPS PHARMACEUTICALS: Reports Results of May 19 Annual Meeting
-------------------------------------------------------------
Edward Stratemeier, Senior Vice President, General Counsel and
Secretary of NPS Pharmaceuticals, Inc., reported that on May 19,
2010, NPS Pharmaceuticals held its Annual Meeting of Stockholders.
At the annual meeting, the stockholders approved the Company's
2010 Employee Stock Purchase Plan.  The ESPP provides eligible
employees of NPS and its participating subsidiaries with the
opportunity to purchase shares of NPS common stock, at a purchase
price equal to 85% of the lower of (1) the fair market value of
the common stock on the first day of the offering period and (2)
the fair market value of the common stock on the purchase date at
the end of the offering period.

The offering periods of the ESPP are set at six months, with the
initial period beginning on April 1, 2010.  Employees may
generally contribute to the ESPP up to 15% of their eligible
compensation through payroll deductions.  In any single year,
however, no employee may purchase more than $25,000 of common
stock (based on the fair market value of the shares determined as
of the first business day of each offering period).  500,000
shares of the Company's common stock have been reserved for
issuance pursuant to the ESPP.  The ESPP became effective on
February 12, 2010, upon adoption by the Compensation Committee of
the Company's Board of Directors, subject to stockholder approval.
The ESPP expires on February 12, 2020, unless earlier terminated
by the Company's Board of Directors.

The Stockholders also elected these nominees as Directors:

     * Michael W. Bonney, B.A.;
     * Colin Broom, M.D.;
     * James G. Groninger, M.B.A.;
     * Donald E. Kuhla, Ph.D.;
     * Francois Nader, M.D., M.B.A.;
     * Rachel R. Selisker, CPA; and
     * Peter G. Tombros, M.S., M.B.A.

The Stockholders also ratified the appointment of KPMG LLP as the
Company's independent registered public accounting firm for the
fiscal year ending December 31, 2010.

On May 5, 2010, NPS reported a net loss of $3.1 million or $0.06
per diluted share for the first quarter 2010, compared to a net
loss of $10.7 million or $0.22 per diluted share for the first
quarter 2009.  The company's cash, cash equivalents and marketable
investment securities totaled $100.9 million at March 31, 2010
versus $74.9 million at December 31, 2009.  In March 2010, the
company received $38.4 million from the sale of certain of its
REGPARA royalty rights.  In addition, the company received net
proceeds of approximately $53.3 million from a public offering of
common stock completed in April 2010.

At March 31, 2010, the Company had $140.359 million in total
assets against $367.931 million in total liabilities, resulting in
stockholders' deficit of $227.572 million.

                     About NPS Pharmaceuticals

Based in Bedminster, New Jersey, NPS Pharmaceuticals Inc. (Nasdaq:
NPSP) -- http://www.npsp.com/-- is developing new treatment
options for patients with rare gastrointestinal and endocrine
disorders.


NV BROADCASTING: Employees Get Conditional Class Certification
--------------------------------------------------------------
Bankruptcy Law360 reports that a federal judge has granted class
certification to employees of New Vision Telecommunications Inc.
who claim the company failed to pay overtime under the Fair Labor
Standards Act.

Law360 says Judge Robert Echols of the U.S. District Court for the
Middle District of Tennessee on Tuesday granted a motion for
conditional class certification filed by the five named
plaintiffs.

As reported in the Troubled Company Reporter on Feb. 15, 2010,
WSMV.com said employees of New Vision Telecommunications
said they are not getting paid.  The company said it lost its
lender and could not pay its estimated 40 workers.  New Vision
Telecommunications previously filed for bankruptcy.


                       About NV Broadcasting

NV Broadcasting, LLC, is a wholly owned subsidiary of NV
Television, LLC, which in turn is wholly owned by NV Media, LLC,
whose parent is New Vision Television, LLC, who is not a debtor in
these cases.

PBC Television Holdings is a privately-held limited liability
company that owns 100% of PBC Broadcasting, LLC.  Todd Parkin owns
100% of the issued and outstanding limited liability company units
of PBC Television Holdings.

The NV Debtors own and operate 11 television stations that are
affiliated with major networks, together with several satellite
stations and additional low power television stations that
retransmit the signals of the affiliated television stations, and
through joint sales or share services agreements, provide sales,
operational, and other services to two major network affiliated
stations owned by the PBC Debtors.  The NV and PBC stations are
located in nine diverse markets across the southern, midwestern
and nortwestern United States.

The NV Debtors and the PBC Debtors filed separate petitions for
Chapter 11 relief on July 13, 2009 (Bankr. D. Del. Lead Case No.
09-12473).  In its petition, NV Broadcasting, LLC, listed between
$10 million and $50 million in assets, and between $100 million
and $500 million in liabilities.

Locke Lord Bissell & Liddell LLP is the counsel for the NV
Debtors.  Polsinelli Shughart PC is the Delaware counsel.  The PBC
Debtors selected Womble Carlyle Sandridge & Rice, PLLC, as their
counsel.  Moelis & Company is the proposed financial advisor and
investment banker to the Debtors.  BMC Group Inc. is the Debtors'
claims, noticing and balloting agent.

The NV Entities exited Chapter 11 in September 2009.


O&G LEASING: Taps McCraney Montagnet as Bankruptcy Counsel
----------------------------------------------------------
Hon. Edward Ellington of the U.S. Bankruptcy Court for the
Southern District of Mississippi granted Debtors O&G Leasing, LLC
and Performance Drilling Company, LLC, authority to employ
McCraney, Montagnet & Quin, PLLC, as bankruptcy counsel.

The professional services that MMQ will render to the Debtors
include, but will not be limited to:

     -- To assist, to advise and to represent the Debtors with
        respect to the administration of this case and the
        exercise of oversight with respect to the Debtors'
        affairs, including all issues arising from or impacting
        the Debtors or these Chapter 11 cases;

     -- To provide legal advice with respect to its powers and
        duties as the Debtors;

     -- To assist the Debtors in maximizing the value of the
        Debtors' assets for the benefit of all creditors;

     -- To conduct an investigation, as the Debtors deem
        appropriate, concerning, among other things, the assets,
        liabilities, financial condition and operating issues of
        the Debtors;

     -- To investigate, commence and prosecute any and all
        necessary and appropriate actions or proceedings on behalf
        of the Debtors that may be relevant to or arise in or
        relate to this case;

     -- To prepare on behalf of the Debtors necessary
        applications, motions, answers, orders, reports and other
        pleadings and legal papers;

     -- To communicate with the Debtors' constituents and others
        as the Debtors may consider desirable in furtherance of
        their responsibilities; and

     -- To appear in Court and to protect the interests of Debtors
        before the Court.

The MMQ attorney expected to provide the primary representation to
the Debtors is Douglas C. Noble, Esq., who has been retained at
the hourly rate of $275 per hour.

Douglas C. Noble, Esq., of counsel at MMQ, attests that his firm
does not represent or hold any interest adverse to the Debtors or
in connection with the cases and does not have connections with
the Debtors, creditors, any other party in interest, their
attorneys and accountants, the United States Trustee, or any
person employed in the office of the United States Trustee which
would prevent employment of MMQ by the Debtors.

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: Taps YoungWilliams as Corporate Counsel
----------------------------------------------------
Hon. Edward Ellington of the U.S. Bankruptcy Court for the
Southern District of Mississippi granted Debtors O&G Leasing, LLC
and Performance Drilling Company, LLC, authority to employ
YoungWilliams, P.A., as general and corporate counsel.

YoungWilliams is expected to render general and corporate
representation on matters related to these reorganization
proceedings, including, but not limited to, asset sale
transactions, corporate financing, reorganizational plans and
negotiations, capital restructuring matters, negotiation and
advice on contracts and leases, matters related to the Debtors'
ongoing business operations and to appear in, prosecute, or defend
suits and proceedings, and to take all necessary and proper steps
and actions in other matters and things involved in or connected
with the affairs of the estates of the Debtors, to represent the
applicants in court hearings and to assist in the preparation of
other contracts, reports, pleadings, accounts, applications,
orders and other papers and documents as may be necessary or
proper in these proceedings.

Robert L. Holladay, Jr., Esq., a shareholder at the firm, attests
that his firm does not represent or hold any interest adverse to
the Debtors or in connection with the cases and does not have
connections with the Debtors, creditors, any other party in
interest, its attorneys and accountants, the United States
Trustee, or any person employed in the office of the United States
Trustee which would prevent employment of YoungWilliams by the
Debtor.

The YoungWilliams attorneys expected to provide the primary
representation to the Debtors are E. Stephen Williams, who has
been retained by the Debtors at the hourly rate of $240 per hour,
and Robert L. Holladay, Jr., who has been retained by the Debtor
at the hourly rate of $175 per hour.

YoungWilliams has served as attorneys for the Debtors and certain
of the Debtors' affiliated companies relating to the business
segment (petroleum drilling) since 2006.  The firm currently
represents Performance Drilling Company, LLC in the prosecution
of its claims against Odyssey Petroleum Corp. (US), Case No.
10-01482-NPO, before the Bankruptcy Court.

The compensation paid to YoungWilliams by the Debtors within one
year before the petition date for services and reimbursement of
expenses -- including prepayment of filing fees -- aggregated
roughly $183,992.  The firm also has received from the Debtors a
$6,891 retainer, which is being held in the firm's trust account.

McCraney Montagnet may be reached at:

     Douglas C. Noble, Esq.
     McCraney, Montagnet & Quin, PLLC
     602 Steed Road, Suite 200
     Ridgeland, Mississippi 39157
     Tel: (601) 707-5725
     Fax: (601) 510-2939
     E-mail: dnoble@mmqlaw.com
     http://www.mmqlaw.com/

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.


OK ETON SQUARE: Taps Eric A. Liepins as Bankruptcy Counsel
----------------------------------------------------------
OK Eton Square, LP, asks the U.S. Bankruptcy Court for the
Northern District of Texas, in Dallas, for authority to employ
Eric A. Liepins and the law firm of Eric A. Liepins, P.C., as
bankruptcy counsel.

The Debtor believes a variety of legal matters exist as to the
assets and liabilities of the estate which require legal
assistance.  Eric A. Liepins and the Firm have been chosen by
Debtor in that they are experienced in bankruptcy matters and have
represented individuals and companies in numerous proceedings
before the Court and other bankruptcy courts.  Further, the Debtor
believes it is necessary to retain the Firm immediately for the
purpose of orderly liquidating the assets, reorganizing the claims
of the Estate and determining the validity of claims asserted in
the Estate.

The compensation to be paid to the Firm will be based upon these
hourly rates:

     Eric A. Liepins            $250 per hour
     Paralegals and
        Legal Assistants         $30 - $50 per hour

Eric A. Liepins, Esq., attests that the Firm does not presently or
hold or represent any interest adverse to the interest of the
Debtor or the Estate and is disinterested within the meaning of 11
U.S.C. Section 101(14) to the best of his knowledge, information,
and belief.  The Firm has been paid a $5,000 retainer, plus the
filing fee.

The Debtor has agreed to reimburse the Firm for all reasonable
out-of-pocket expenses incurred on the Debtor's behalf.

Eric A. Liepins may be reached at:

     Eric A. Liepins, Esq.
     ERIC A. LIEPINS, P.C.
     12770 Coit Road, Suite 1100
     Dallas, Texas 75251
     Tel: (972) 991-5591
     Fax: (972) 991-5788

OK Eton Square, LP, based in Dallas, Texas, filed for Chapter 11
bankruptcy on May 24, 2010 (Bankr. N.D. Tex. Case No. 10-33583).
Judge Barbara J. Houser presides over the case.  The petition
estimated both assets and debts at $10,000,001 to $50,000,000.


PACIFIC METRO: Files for Bankruptcy After Missing $1-Mil. Payment
-----------------------------------------------------------------
Jacqueline Palank at Dow Jones' Daily Bankruptcy Review reports
that Pacific Metro LLC of Morgan Hill, California, the production
company tied to artist Thomas Kinkade, filed for Chapter 11
protection Wednesday in San Jose, disclosing in court papers that
it's "in serious financial condition and is unable to continue
without debt relief."  The filing came a day after Pacific Metro,
formerly known as Thomas Kinkade Co. and Media Arts Group Inc.,
was supposed to make a $1 million payment to two former art
gallery owners in connection with a lawsuit, Ms. Palank relates,
citing the Los Angeles Times.

The report notes the bankruptcy filing will prevent Pacific
Metro's creditors, including Karen Hazlewood and Jeff Spinello,
from demanding payment.  The report relates Ms. Hazlewood and Mr.
Spinello won a $3 million legal judgment against the company in a
lawsuit they brought against Mr. Kinkade alleging that he used his
Christian faith to fraudulently persuade them to open one of the
artist's "signature" galleries.  As a result, the report
continues, Ms. Hazlewood and Mr. Spinello said they suffered such
ills as being stuck with merchandise they couldn't sell.  In a
long-running legal battle that went all the way to the Supreme
Court, Ms. Hazlewood and Mr. Spinello won a $2.8 million legal
judgment against Pacific Metro, some of which the company already
paid off and another portion of which came due this week.


PAPPAS TELECASTING: Judge Grants Bid to Dismiss Bankruptcy
----------------------------------------------------------
Bankruptcy Law360 reports that a bankruptcy judge has granted a
bid by Pappas Telecasting Cos., its unsecured creditors and the
Chapter 11 trustee in the case to dismiss the bankruptcy and
distribute the proceeds from Pappas' asset sale through a
settlement.

The ruling Friday by Judge Peter J. Walsh of the U.S. Bankruptcy
Court for the District of Delaware came despite an objection by
the U.S. trustee, according to Law360.

Bankruptcy Law360 reports that the U.S. trustee objected to the
bid to dismiss the bankruptcy and distribute the proceeds from
Pappas' asset sale through a settlement.

                     About Pappas Telecasting

Fresno, California-based Pappas Telecasting Inc., aka KMPH, aka
KMPH-TV, and aka KMPH Fox 26, -- http://www.pappastv.com/-- and
its affiliates are broadcasting companies.  Founded in 1971, their
stations reach over 15% of all U.S. households and over 32% of
Hispanic households.

Pappas and 21 affiliates filed chapter 11 petition on May 10, 2008
(Bankr. D. Del. Case No. 08-10915 through 08-10936).  Laura Davis
Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP represents the
Debtors in their restructuring efforts.  Administar Services Group
LLC is the Debtors' notice and claims agent.  The Debtors listed
$100 million to $500 million in assets and debts when they filed
for bankruptcy.

Harry J. Pappas, the CEO and chairman of Pappas Telecasting and
its debtor-affiliates, was the subject of a petition for Chapter 7
liquidation filed by creditors before the U.S. Bankruptcy Court
for the District of Delaware.  Mr. Pappas' wife Stella was also
subject of the involuntary petition.  The petitioning creditors
are Fortress Credit Opportunites I LP, Fortress Credit
Opportunites II LP, Ableco Finance LLC and Silver Oak Capital.
John H. Knight, Esq., at Richards Layton & Finger, represents the
Fortress Creditors.  Adam G. Landis, Esq., at Landis Rath & Cobb
LLP, in Wilmington, represents Ableco and Silver Oak.


PARK-OHIO INDUSTRIES: S&P Affirms 'B' Corporate Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed the ratings on
Cleveland-based Park-Ohio Industries Inc., including the 'B' long-
term corporate credit rating.  S&P also revised the outlook to
stable from negative.

"The outlook revision reflects the company's improved operating
performance, which S&P believes reduces pressure on the company's
debt service coverage ratio covenant," said Standard & Poor's
credit analyst Sarah Wyeth.  "The company's recently extended
revolver, which matures in June 2013, also supports liquidity,"
she continued.

Park-Ohio, a wholly owned subsidiary of unrated Park-Ohio Holdings
Corp., operates three business segments that serve a variety of
end markets, including transportation, semiconductors, industrial
equipment, agricultural equipment, construction equipment, and
aerospace.

S&P could raise the ratings if the company's operating performance
continues to improve.  For instance, if increasing volumes and
stable operating margins allow Park-Ohio to reduce debt to EBITDA
to less than 5x, S&P could raise the ratings.  Conversely, S&P
could lower the ratings if the company's end markets do not
continue to stabilize or improve, and headroom over its debt
service coverage ratio covenant appears likely to decline to less
than $15 million.  This could result from either declining
earnings or increasing capital expenditures.


PENTON BUSINESS: Post-Emergence Company Has 'Caa1' from Moody's
---------------------------------------------------------------
Moody's Investors Service assigned Penton Business Media Holdings,
Inc. a Caa1 Corporate Family Rating and Caa1 Probability-of-
Default Rating.  Additionally, a Caa1 rating was assigned to
Penton's $668 million senior secured credit facility due 2014
($42.7 million revolver and $625.3 million term loan) following
the company's emergence from Chapter 11 bankruptcy on March 10,
2010.  The restructuring resulted in the elimination of
$266 million of debt (all of the second lien facility) and also
provided an 18 month extension in maturity of the first lien term
loan and revolver to August 2014 as well as the injection of
additional equity from certain of Penton's existing shareholders
including MidOcean Partners and Wasserstein & Co. The rating
outlook is stable.

Assignments:

Issuer -- Penton Business Media Holdings, Inc.

* Corporate Family Rating -- Caa1
* Probability-of-Default Rating -- Caa1

Issuer - Penton Media, Inc. / Penton Business Media, Inc.

* Senior Secured Credit Facility due 2014 -- Caa1 LGD 3, 48%

The rating outlook is stable.

Despite the elimination of $266 million in debt and the equity
injection, Penton's debt-to-EBITDA leverage ratio remains above
10x (including Moody's standard adjustments for leases and
pensions) and is expected to remain at this level through December
2010.  Like its B-2-B peers, Penton faces continued secular
pressure from electronic substitution of B-2-B magazine
advertising.  In addition, cyclical challenges will weigh on
operating performance as its customers cut back on their
advertising spending, travel budgets, trade show attendance, and
spending on exhibit space.  High leverage and elevated interest
expense result in minimal free cash flow creating an unsustainable
long-term capital structure in the absence of EBITDA growth to
reduce debt levels.  While Penton is expected to begin generating
a modest level of positive free cash flow in 2011 as unfavorable
swap liabilities roll off, revolver and term loan balances minus
cash are expected to remain above $624 million at December 2011.
The rating is supported by the company's niche focus and Moody's
expectation that Penton will maintain an adequate liquidity
profile.

Moody's last rating action for Penton Business Media Holdings,
Inc., was on February 12, 2010, when the company's CFR was lowered
to Ca and PDR to D following the February 10, 2010 announcement
that it had filed voluntary petitions to restructure under Chapter
11 of the U.S. Bankruptcy Code.

Penton's ratings were assigned by evaluating factors that Moody's
considers relevant to the credit profile of the issuer, such as
the company's (i) business risk and competitive position compared
with others in the industry; (ii) capital structure and financial
risk; (iii) projected performance over the near to immediate term;
and (iv) management's track record and tolerance for risk.
Moody's compared these attributes against other issuers both
within and outside Penton's core industry and believes Penton's
ratings are comparable to those of other issuers with similar
credit risk.

Penton Business Media Holdings, Inc., is a business-to-business
media company with properties including publications (magazines,
directories, and data products), trade shows, conferences, and a
range of online media products.  Headquartered in New York City,
the company is owned primarily by funds of MidOcean Partners and
Wasserstein & Co. and it reported revenues of approximately
$295 million for the twelve months ended March 31, 2010.


PETTERS GROUP: No Restitution for Victims of $4B Ponzi Scheme
-------------------------------------------------------------
Bankruptcy Law360 reports that a federal judge has declined to
order restitution for victims of convicted fraudster Thomas J.
Petters, saying the government has failed to provide sufficient
information to verify the accuracy of the claimed losses stemming
from his $3.7 billion Ponzi scheme.

                About Petters Group Worldwide LLC

Based in Minnetonka, Minnesota, Petters Group Worldwide LLC is
named for founder and chairman Tom Petters.  The group is a
collection of some 20 companies, most of which make and market
consumer products.  It also works with existing brands through
licensing agreements to further extend those brands into new
product lines and markets.  Holdings include Fingerhut (consumer
products via its catalog and Web site), SoniqCast (maker of
portable, WiFi MP3 devices), leading instant film and camera
company Polaroid (purchased for $426 million in 2005), Sun Country
Airlines (acquired in 2006), and Enable Holdings (online
marketplace and auction for consumers and manufacturers' overstock
inventory).  Petters formed the company in 1988.

Petters Company, Inc., is the financing and capital-raising unit
of Petters Group Worldwide, LLC.  Petters Company, Inc., Petters
Group Worldwide, LLC, and eight other affiliates filed separate
petitions for Chapter 11 protection (Bankr. D. Minn. Case No.
08-45257) on October 11, 2008.  James A. Lodoen, Esq., at
Lindquist & Vennum P.L.L.P., serves as the Debtors' counsel.
In its petition, Petters Company, Inc., listed debts of between
$500 million and $1 billion, while its parent, Petters Group
Worldwide, LLC, listed debts of not more than $50,000.

As reported in the Troubled Company Reporter on October 7, 2008,
Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed separate petitions for Chapter 11 bankruptcy
protection (Bankr. D. Minn. Case Nos. 08-45136, 08-35197 and
08-35198) on October 6, 2008 .  Petters Aviation, LLC is a
wholly owned unit of Thomas Petters Inc. and owner of
MN Airline Holdings, Inc., Sun Country's parent company.


PINNACLE FOODS: Bank Debt Trades at 6% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Pinnacle Foods is
a borrower traded in the secondary market at 93.71 cents-on-the-
dollar during the week ended Friday, June 4, 2010, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 0.57 percentage points
from the previous week, The Journal relates.  The Company pays 275
basis points above LIBOR to borrow under the facility.  The bank
loan matures on April 2, 2014, and carries Moody's B2 rating and
Standard & Poor's B rating.  The debt is one of the biggest
gainers and losers among 186 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

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

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


POWER EFFICIENCY: Reports Results of 2010 Stockholders' Meeting
---------------------------------------------------------------
Power Efficiency Corporation held its Annual Meeting of
Stockholders on May 21, 2010.  The stockholders re-elected all
seven directors nominated by the Company's Board of Directors:

     * Steven Z. Strasser;
     * George Boyadjieff;
     * Dr. Douglass Dunn;
     * Richard Morgan;
     * Gary Rado;
     * John (BJ) Lackland; and
     * Kenneth Dickey

In addition, stockholders ratified the appointment of BDO Seidman,
LLP, as the Company's independent registered public accounting
firm for the year ending December 31, 2010, and approved the
proposed amendment of the Company's certificate of incorporation
to increase the total number of authorized shares of common stock
from 140,000,000 shares to 350,000,000 shares.

On May 19, 2010, the Company filed with the Securities and
Exchange Commission a prospectus relating to 58,071,092 shares of
the Company's common stock that may be sold from time to time by
certain stockholders.  The Company will not receive any of the
proceeds from the sale of the common stock sold.  The Selling
Stockholders may sell those shares from time to time in the public
securities market.  The Selling Stockholders may determine the
prices at which they will sell the common stock, which prices may
be at market prices prevailing at the time of such sale or some
other price.

The Company's common stock is traded on the National Association
of Securities Dealers Over The Counter Bulletin Board under the
symbol "PEFF."

A full-text copy of the Company's prospectus is available at no
charge at http://ResearchArchives.com/t/s?6426

                      About Power Efficiency

Las Vegas, Nev.-based Power Efficiency Corporation (OTC BB: PEFF)
-- http://www.powerefficiency.com/-- is a clean technology
company focused on efficiency technologies for electric motors.

On February 18, 2010, Power Efficiency signed a global supply
agreement with one of the largest manufacturers and service
providers of elevators and escalators.  The OEM tested and
evaluated the Company's product for over a year.  The OEM intends
to include the Company's products as one of the standard motor
control options for new escalators and to offer it as an energy
efficiency retrofit upgrade for existing escalators.  The OEM
produces thousands of new escalators per year out of factories in
Europe and Asia and has service contracts for tens of thousands of
escalators throughout the world.

The Company's balance sheet at March 31, 2010, showed $2.5 million
in total assets and $1.7 million in total liabilities, for a
$758,466 million total stockholders' deficit.

Sobel & Co., LLC, in Livingston, N.J., expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has suffered recurring
losses from operations, and the Company has experienced a
deficiency of cash from operations.


PRECISION DRILLING: Incorporation Won't Move Moody's 'Ba2' Rating
-----------------------------------------------------------------
Moody's Investors Service said that the now completed conversion
of Precision Drilling Trust to a corporation will not have any
impact on Precision Drilling Corporation's ratings (Ba2 Corporate
Family Rating and stable outlook).

The last rating action on Precision was on December 14, 2009, when
the company's ratings outlook was changed to stable from negative.

Based in Calgary, Alberta, Precision Drilling Corporation is
engaged in onshore drilling and providing well completion and
production services to upstream oil and gas companies in North
America.


PRECISION DRILLING: S&P Assigns 'BB' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB' long-
term corporate credit rating to Calgary, Alta.-based Precision
Drilling Corp.  The outlook is stable.  At the same time, Standard
& Poor's withdrew its 'BB' long-term corporate credit rating on
Precision Drilling Trust following the trust's conversion to a
corporate structure.  The 'BBB-' issue-level rating on Precision's
senior secured debt and 'BB' rating on Precision's senior
unsecured debt, as well as the '1' and '3' recovery ratings on the
respective debt, are unchanged.

"S&P does not expect Precision's conversion back to a corporate
structure to weaken its current credit profile, as the conversion
should not affect the company's operating strategy," said Standard
& Poor's credit analyst Michelle Dathorne.  "S&P also believes key
components of the company's financial risk profile, specifically
its risk tolerance and financial policies, will continue to
emphasize a moderate capital structure.  Precision has reduced
debt significantly in 2009 and year-to-date 2010, despite the weak
business environment for oilfield service companies," Ms.
Dathorne added.

The ratings on Precision reflect Standard & Poor's opinion of the
company's participation in the cyclical and highly volatile
oilfield services sector, the diminished cash flow generation
profile associated with the current weak outlook for natural gas
exploration and production, and the company's levered capital
structure.  S&P believes that offsetting these factors, which
hamper Precision's overall credit profile, are its good cost
management, the size and expanded geographic diversification of
its drilling and service rig fleet, and the large number of rigs
with deep drilling capabilities in the U.S. and Western Canada's
Sedimentary Basin  markets.

Precision operates in North America's principal oil and gas
basins, especially the WCSB.  The company also has land rigs
positioned in several high-growth markets in the U.S. With 351
drilling and 200 service rigs, and 20 snubbing units, it now has
one of North America's largest land drilling rig fleets.

The stable outlook reflects Standard & Poor's expectations that
Precision will meet its capital spending and financial obligations
during S&P's 12-month forecast period without compromising its
financial risk profile.  The ratings and outlook incorporate a pro
forma capital structure based on the company's actual capital
structure at the time of S&P's 2009 review, with adjustments for
expected 2010 operating performance.  Despite the oilfield
services downturn, which S&P expect will continue to affect
operating performance in 2010, S&P believes Precision should
maintain a fairly stable to moderately improved financial risk
profile.  If the company can improve its leverage and cash flow
protection measures further, maintaining funds from operations-to-
debt to at least 40% and debt-to-EBITDA of 2x or less, a positive
rating action could occur.  As S&P believes there is limited
potential for further industry deterioration, a negative rating
action during S&P's forecast period appears unlikely.


PRIME GROUP: Terminates Registration of 9% Series B Preferreds
--------------------------------------------------------------
Prime Group Realty Trust filed with the Securities and Exchange
Commission on May 27, 2010, a Form 15 to terminate the
registration of its 9% Series B Cumulative Redeemable Preferred
Shares, par value $0.01 per share.

The Series B Preferred Shares ceased trading on the New York Stock
Exchange on May 27, 2010, with the last day of trading being May
26, 2010.

The Company suspended reporting obligations under Section 13(a) of
the Exchange Act.

The Company said its actions are consistent with its previous
disclosures and its obligations under the Agreement and Plan of
Merger relating to the July 2005 acquisition and delisting of its
common shares, pursuant to which the Company agreed to voluntarily
file reports under the Exchange Act for five years after the
closing of the Acquisition.  Upon filing Forms 25 and 15 with the
SEC, the Company became a voluntary filer of its reports under the
Exchange Act through June 30, 2010 in accordance with its
obligations under the Merger Agreement.  After the voluntarily
delisting of the Series B Preferred Shares from the NYSE, trading
of the Series B Preferred Shares would be reported on the Pink
Sheets with Pink OTC Markets Inc.  The Company's new ticker symbol
would be PMGEP.  The Company's Board of Trustees has approved the
delisting from the NYSE and deregistration of the Series B
Preferred Shares under the Exchange Act to save significant costs
associated with compliance with these regulatory provisions.

                  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.


RJ YORK: U.S. Trustee Wants Case Dismissed Due to Lift of Stay
--------------------------------------------------------------
Nancy J. Gargula, the U.S. Trustee for Region 13, asks the U.S.
Bankruptcy Court for the Eastern District of Missouri to dismiss
the Chapter 11 case of RJ York SSG, LLC.

The U.S. Trustee explains that there is no reasonable likelihood
of reorganization because on April 30, 2010, an order was entered
terminating the automatic stay on the property effective July 1,
2010.  The Debtor owns a certain real estate located at
24-45 North Central Avenue and 111 North Central Avenue in
Clayton, Missouri.

The U.S. Trustee proposes a hearing on the dismissal of the case
before the Hon. Kathy A. Surratt-States on July 6, 2010, at
10:00 a.m.

St. Louis, Missouri-based RJ York SSG, LLC, is a property
developer.  The Company filed for Chapter 11 bankruptcy protection
on February 2, 2010 (Bankr. E.D. Mo. Case No. 10-40876).  David L.
Going, Esq., and Susan K. Ehlers, Esq., at Armstrong, Teasdale et
al., assist the Company in its restructuring effort.  The Company
listed $10,000,001 to $50,000,000 in assets and $10,000,001 to
$50,000,000 in liabilities.


RM HOTELS: Taps Macey Wilensky as Bankruptcy Counsel
----------------------------------------------------
RM Hotels, Inc., has sought permission from the U.S. Bankruptcy
Court for the Northern District of Georgia to employ Macey,
Wilensky, Kessler & Hennings, LLC, as bankruptcy counsel.

Macey Wilensky will, among other things:

     a. prepare schedules, applications, motions, answers, orders,
        reports, and other legal matters;

     b. assist in the examination of claims of creditors;

     c. assist with formulation and preparation of the disclosure
        statement and plan of reorganization and with the
        confirmation and consummation thereof; and

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

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

        Frank B. Wilensky, Attorney                     $405
        Todd E. Hennings, Attorney                      $350
        William A. Rountree, Attorney                   $280
        Vania A. Smith, Attorney                        $180
        Sandra H. McConnell, Paralegal                  $115
        Kathy L. Sexton, Paralegal                      $115

Frank B. Wilensky, a partner at Macey Wilensky, assures the Court
that is disinterested as that term is defined in Section 101(14)
of the Bankruptcy Code.

Atlanta, Georgia-based RM Hotels, Inc., filed for Chapter 11
bankruptcy protection on May 18, 2010 (Bankr. N.D. Ga. Case No.
10-74708).  The Company estimated its assets and debts at
$10,000,001 to $50,000,000.


SAIGON NATIONAL: Continues to Miss Dividend Payments to Treasury
----------------------------------------------------------------
Meena Thiruvengadam at The Wall Street Journal reports that Saigon
National Bank, a Westminster, California-based community bank
missed a sixth quarterly dividend payment due to the U.S. in May.
Saigon National Bank focused on making loans to the area's
Vietnamese business community.  The Journal says the bank hasn't
paid any dividends since obtaining $1.55 million in taxpayer funds
in December 2008.

"We can't pay a dividend without OCC approval, and they haven't
approved payment of the dividend," Saigon's Chief Financial
Officer Roy Painter said, referring to the Office of the
Comptroller of the Currency, which regulates the bank, according
to the Journal.

The Journal notes the missed payments triggers the Treasury's
right to appoint two directors to a bank's board.  The Treasury
still is considering its options, David Miller, chief investment
officer for the Treasury's Office of Financial Stability, told
lawmakers last month, according to the Journal.


ROTHSTEIN ROSENFELDT: Luxury Cars, Yachts Bring $5.8MM at Auction
-----------------------------------------------------------------
Rachel Feintzeig at Dow Jones' Daily Bankruptcy Review reports
that Thursday's auction for Scott Rothstein's luxury vehicles and
yachts brought in $5.8 million, including the $2.51 million price
tag for an 87-foot yacht named "Princess Kimberly" in honor of
Rothstein's wife.  One rare car, a 2008 Bugatti Veyron, sold for
$858,000, while a 2010 Lamborghini was purchased for $382,000.
The latter car was still a steal, according to figures from Car
and Buyer, which estimated it cost $457,500 new, according to the
South Florida Business Journal, Ms. Feintzeig.

Mr. Rothstein has pleaded guilty to felony charges as wire fraud
and racketeering.  He is slated to be sentenced June 9.

                       About Scott Rothstein

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.


SAINT VINCENTS: Insists on Terms of Kramer Levin Retention
----------------------------------------------------------
St. Vincents Catholic Medical Centers and its units aver that the
compensation structure outlined in their retention application --
including, specifically, the retainer to be provided to Kramer
Levin Naftalis & Frankel LLP -- is well within the range of
reasonableness and should be approved.

The Debtors are hiring Kramer Levin Naftalis & Frankel LLP as
their counsel nunc pro tunc to April 14, 2010.

The Debtors propose to pay Kramer Levin based on the firm's
current hourly rates.  At present, the rates of Kramer Levin
professionals are:

  Title                     Rate/Hour
  -----                     ---------
  Partners                  $645-$975
  Counsel                   $685-$1,025
  Special counsel           $630-$720
  Associates                $390-$710
  Legal Assistants          $240-$290

The Debtors will also reimburse Kramer Levin for out-of-pocket
expenses.

In recognition of the important mission of the Debtors, Kramer
Levin has agreed to discount its fees by 10% in connection with
its representation of the Debtors.

The Debtors assert that contrary to the insinuations of the U.S.
Trustee, the terms of the retainer was clearly delineated in the
Retention Application and no effort was made to disguise the
Retainers from the Court, the U.S. Trustee, or the Debtors'
creditors.

The Debtors ask the Court to overrule the U.S. Trustee's objection
because:

  (i) retainers are an appropriate and well-recognized form of
      compensation for professionals in chapter 11 cases, and
      retainers of this nature have been approved in other cases
      in this jurisdiction and others;

(ii) Kramer Levin will be prejudiced if the structure of the
      Retainers is altered after the Carve-Out and Budget
      negotiated in connection with the Debtors' post-petition
      financing have already been finalized;

(iii) the purpose of the retainer will be undermined, if not
      entirely vitiated, if Kramer Levin is required to apply
      the retainer at the outset of the Debtors' bankruptcy
      cases;

(iv) neither the DIP Lenders, the Official Committee of
      Unsecured Creditors, nor any other creditors have objected
      to the retainers; and

  (v) to the extent applicable, the relevant factors that courts
      consider in approving "evergreen" retainers are satisfied.

         About Saint Vincents Catholic Medical Centers

St. Vincents Catholic Medical Centers returned to bankruptcy court
by filing another Chapter 11 petition April 14, 2010, in New York
(Bankr. S.D.N.Y. Case No. 10-11963).  The new petition listed
assets of $348 million against debt totaling $1.09 billion.

Adam C. Rogoff, Esq., and Kenneth H. Eckstein, Esq., at Kramer
Levin Naftalis & Frankel LLP, represent the Debtor in its Chapter
11 effort.

Although the hospitals emerged from the prior reorganization in
July 2007 with a Chapter 11 plan said to have a "a realistic
chance" of paying all creditors in full, the bankruptcy left the
medical center with more than $1 billion in debt.  The new filing
occurred after a $64 million operating loss in 2009 and the last
potential buyer terminated discussions for taking over the
flagship hospital.

Saint Vincents Catholic Medical Centers -- http://www.svcmc.org/-
- is anchored by St. Vincent's Hospital Manhattan, an academic
medical center located in Greenwich Village and the only emergency
room on the Westside of Manhattan from Midtown to Tribeca, St.
Vincent's Westchester, a behavioral health hospital in Westchester
County, and continuing care services that include two skilled
nursing facilities in Brooklyn, another on Staten Island, a
hospice, and a home health agency serving the Metropolitan New
York area.

Saint Vincent Catholic Medical Centers of New York and six of its
affiliates first filed for Chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).


SAINT VINCENTS: Refutes U.S. Trustee Objection to Shattuck
----------------------------------------------------------
St. Vincents Catholic Medical Centers and its units ask the Court
to overrule the objection of the U.S. Trustee and Sun Life
Assurance Company of Canada

The Debtors assert that the fees proposed to be paid to  Shattuck
Hammond Partners is in keeping with fees paid to similar
professionals in other cases in the District of Delaware.
Moreover, the Debtors maintain, Shattuck Hammond has made material
concessions to address the concerns raised by limiting the fees on
the Co-Brokered Assets.

The Debtors relate that they have worked with the U.S. Trustee and
the Official Committee of Unsecured Creditors to consensually
resolve many of the issues that the parties brought to the
Debtors' attention outside the context of a formal objection.

The Debtors assert that, based on certain modifications to the
Retention Application, the fees to be paid to Cain Brothers is
reasonable and should be approved pursuant to Section 328(a) of
the Bankruptcy Code.

The Debtors seek the Court's authority to retain Shattuck Hammonds
Partners as their brokers nunc pro tunc to April 14, 2010.
Pursuant to Engagement Letters, Shattuck will be compensated on
these terms:

  (a) Home Health Transaction:

         -- a fixed monthly payment of $10,000 for the first six
            months following execution of the relevant
            Engagement Letter, and $5,000 thereafter.

         -- Upon the execution of a letter of intent or a
            decision by the Debtors to enter into exclusive
            negotiations with a prospective purchaser, Shattuck
            will receive a payment of $50,000.

         -- Upon the delivery of a Home Health Fairness Opinion,
            Shattuck will receive a payment of $75,000.

         -- Upon the consummation of a Home Health Sale,
            Shattuck will receive a transaction fee equal to
            1.0% of the Aggregate Consideration, less any
            amounts paid to Shattuck in Home Health Monthly Fees
            or Home Health Success Fees; provided, however, that
            the minimum Home Health Transaction Fee paid to
            Shattuck will be $350,000.  The Home Health
            Transaction Fee is contingent on the closing of a
            Home Health Sale and will be paid by the Debtors on
            the closing date.

  (b) St. Vincent's Westchester Transaction:

         -- a fixed monthly payment of $10,000 for the first six
            months following execution of the relevant
            Engagement Letter, and $5,000 thereafter.

         -- Upon the execution of a letter of intent or a
            decision by the Medical Center to enter into
            exclusive negotiations with a prospective purchaser,
            Shattuck will receive a payment of $50,000.

         -- Upon the delivery of a St. Vincent's Westchester
            Fairness Opinion, Shattuck will receive a payment of
            $100,000.

         -- Upon the consummation of a St. Vincent's Westchester
            Sale, Shattuck will receive a transaction fee equal
            to 1.0% of the Aggregate Consideration, less any
            amounts paid to Shattuck in St. Vincent's
            Westchester Monthly Fees or St. Vincent's
            Westchester Success Fees; provided, however, that
            the maximum amount credited against the St.
            Vincent's Westchester Transaction Fee will be
            $50,000.  In the event a St. Vincent's Westchester
            Sale consummated with Catholic Health Services of
            Long Island, the St. Vincent's Westchester
            Transaction Fee will equal 0.75% of the Aggregate
            Consideration; provided further, however, the
            minimum St. Vincent's Westchester Transaction Fee
            paid to Shattuck will be $350,000.  The St.
            Vincent's Westchester Transaction Fee is contingent
            on the closing of a St. Vincent's Westchester Sale
            and will be paid by the Debtors on the closing date.

In the event there is a packaged transaction involving St.
Vincent's Westchester or Home Health Operations, the buyer in that
transaction will be required to allocate its purchase price among
each of the businesses being purchased, and both Cain Brothers and
Shattuck will each receive 1% of the aggregate total value
attributed to St. Vincent's Westchester or Home Health
Operations; provided, however, that with respect to St. Vincent's
Westchester, that percentage will be reduced to 0.75% in the event
that the packaged transaction is consummated with
Catholic Health Services of Long Island; provided further, however
that the minimum transaction fee per non-Hospital business shall
be $350,000.

The Debtors have also agreed to reimburse Shattuck for its
reasonable ordinary travel and transportation costs and other
reasonable out-of-pocket expenses.

In connection with the Home Health Transaction, the Expense
Reimbursement is limited to the lesser of $3,000 per month or
$35,000 in total.  In connection with the St. Vincent's
Westchester Transaction, the Expense Reimbursement is limited to
the lesser of $5,000 per month or $50,000 in total.

                  M. Toney Supports Application

Mark E. Toney, national managing principal of the Corporate
Advisory and Restructuring Services practice of Grant Thornton LLP
and chief restructuring officer of the Debtors, maintains that the
retention Shattuck Hammond is appropriate because:

  (i) its participation in the sales of non-Hospital businesses
      is critical to ensuring the numerous overlapping sales
      processes are accomplished expeditiously; and

(ii) the co-broker structure promotes cooperation, efficiency
      and enables Cain Brother to focus on its particular area
      of expertise and responsibility.

                J. Beck Supplements Declaration

Joseph G. Beck, managing director of Shattuck Hammond Partners,
relates that the Office of the U.S. Trustee for Region 2 has asked
his firm whether it has any connections with Judge Cecelia G.
Morris of the U.S. bankruptcy Court for the Southern District of
New York.

Mr. Barry maintains that based upon his review, it appears that
Cain Brothers does not hold or represent any interests that is
adverse to the Debtors' estates, is a "disinterested person" as
that term is defined in Section 101(14) of the Bankruptcy Code.

         About Saint Vincents Catholic Medical Centers

St. Vincents Catholic Medical Centers returned to bankruptcy court
by filing another Chapter 11 petition April 14, 2010, in New York
(Bankr. S.D.N.Y. Case No. 10-11963).  The new petition listed
assets of $348 million against debt totaling $1.09 billion.

Adam C. Rogoff, Esq., and Kenneth H. Eckstein, Esq., at Kramer
Levin Naftalis & Frankel LLP, represent the Debtor in its Chapter
11 effort.

Although the hospitals emerged from the prior reorganization in
July 2007 with a Chapter 11 plan said to have a "a realistic
chance" of paying all creditors in full, the bankruptcy left the
medical center with more than $1 billion in debt.  The new filing
occurred after a $64 million operating loss in 2009 and the last
potential buyer terminated discussions for taking over the
flagship hospital.

Saint Vincents Catholic Medical Centers -- http://www.svcmc.org/-
- is anchored by St. Vincent's Hospital Manhattan, an academic
medical center located in Greenwich Village and the only emergency
room on the Westside of Manhattan from Midtown to Tribeca, St.
Vincent's Westchester, a behavioral health hospital in Westchester
County, and continuing care services that include two skilled
nursing facilities in Brooklyn, another on Staten Island, a
hospice, and a home health agency serving the Metropolitan New
York area.

Saint Vincent Catholic Medical Centers of New York and six of its
affiliates first filed for Chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).


SAINT VINCENTS: Wants U.S. Trustee Objection to Cain Overruled
--------------------------------------------------------------
St. Vincents Catholic Medical Centers and its units seek the
Court's authority to employ Cain Brothers & Company, LLC, as their
investment banker nunc pro tunc to the Petition Date.

Pursuant to the Engagement Letter, the Debtors propose to pay Cain
Brothers:

  (a) A monthly fee of $50,000 during the term of the
      Engagement Letter, but in no event for no fewer than six
      month after the initial month.

  (b) If a Transaction is consummated for one or more of the
      Non-Hospital Businesses, Cain Brothers will receive in
      cash, upon that consummation of the transaction, 2.0%
      percent of the aggregate transaction value of the
      Transaction; provided, however, that the minimum
      Transaction Fee per Transaction will be $350,000 per each
      Non-Hospital Business sold; provided further, though, that
      the minimum Transaction Fee for the Debtors' interest in
      the Cancer Center and QIL will not exceed 5.0% of the ATV.

  (c) With respect to a Transaction Fee for a Transaction for
      the Co-Brokered Assets, the Transaction Fee will be as
      1.0% of the ATV of the Transaction, except with respect to
      a Transaction for St. Vincent's Westchester that is
      consummated with Catholic Health Services of Long Island,
      in which case the Transaction Fee will be reduced to
      0.75%; provided, however, that the minimum Transaction Fee
      per Non-Hospital Business will be $350,000.

Pursuant to the Engagement Letter, the Debtors have agreed to
reimburse Cain Brothers for all reasonable out-of-pocket expenses,
including any expenses arising from being requested or required to
testify in any legal or regulatory proceeding.

The Engagement Letter contains an indemnity provision that is
customary in scope.  The Indemnification Provision makes clear
that no indemnification is available for claims related to willful
misconduct or gross negligence on the part of Cain Brothers.

The Debtors ask the Court to overrule the objection of the U.S.
Trustee to the Application.  The Debtors assert that the fees
proposed to be paid to Cain Brothers & Company, LLC, are in
keeping with fees paid to similar professionals in other cases in
the District of Delaware.  Moreover, the Debtors maintain, Cain
Brothers has made material concessions to address the concerns
raised by limiting the fees on the Co-Brokered Assets.

The Debtors relate that they have worked with the U.S. Trustee and
the Official Committee of Unsecured Creditors to consensually
resolve many of the issues that the parties brought to the
Debtors' attention outside the context of a formal objection.  The
Debtors note that, based on certain modifications to the Retention
Application, the fees to be paid to Cain Brothers is reasonable
and should be approved pursuant to Section 328(a) of the
Bankruptcy Code.

                  M. Toney Supports Application

Mark E. Toney, national managing principal of the Corporate
Advisory and Restructuring Services practice of Grant Thornton LLP
and chief restructuring officer of the Debtors, maintains that the
retention Cain Brother as the Debtors' investment bankers is
appropriate because:

  (i) its participation in the sales of non-Hospital businesses
      is critical to ensuring the numerous overlapping sales
      processes are accomplished expeditiously; and

(ii) the co-broker structure promotes cooperation, efficiency
      and enables Cain Brother to focus on its particular area
      of expertise and responsibility.

                 T. Barry Supplements Affidavit

Thomas M. Barry, managing director of Cain Brothers & Company,
LLC, discloses that the Office of the U.S. Trustee for Region 2
has asked his firm whether it has any connections with Judge
Cecelia G. Morris of the U.S. bankruptcy Court for the Southern
District of New York.

Mr. Barry maintains that based upon his review, it appears that
Cain Brothers does not hold or represent any interests that is
adverse to the Debtors' estates, is a "disinterested person" as
that term is defined in Section 101(14) of the Bankruptcy Code.

         About Saint Vincents Catholic Medical Centers

St. Vincents Catholic Medical Centers returned to bankruptcy court
by filing another Chapter 11 petition April 14, 2010, in New York
(Bankr. S.D.N.Y. Case No. 10-11963).  The new petition listed
assets of $348 million against debt totaling $1.09 billion.

Adam C. Rogoff, Esq., and Kenneth H. Eckstein, Esq., at Kramer
Levin Naftalis & Frankel LLP, represent the Debtor in its Chapter
11 effort.

Although the hospitals emerged from the prior reorganization in
July 2007 with a Chapter 11 plan said to have a "a realistic
chance" of paying all creditors in full, the bankruptcy left the
medical center with more than $1 billion in debt.  The new filing
occurred after a $64 million operating loss in 2009 and the last
potential buyer terminated discussions for taking over the
flagship hospital.

Saint Vincents Catholic Medical Centers -- http://www.svcmc.org/-
- is anchored by St. Vincent's Hospital Manhattan, an academic
medical center located in Greenwich Village and the only emergency
room on the Westside of Manhattan from Midtown to Tribeca, St.
Vincent's Westchester, a behavioral health hospital in Westchester
County, and continuing care services that include two skilled
nursing facilities in Brooklyn, another on Staten Island, a
hospice, and a home health agency serving the Metropolitan New
York area.

Saint Vincent Catholic Medical Centers of New York and six of its
affiliates first filed for Chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).


SAND HILL: Seeks to Employ Oppel Goldberg as Bankruptcy Counsel
---------------------------------------------------------------
Sand Hill Foundation, LLC, Sand Hill Panola SWD #2 LLC, and Sand
Hill Panola SWD #5 LLC, seek permission from the U.S. Bankruptcy
Court for the Eastern District of Texas, Lufkin Division, to
employ Jeffrey W. Oppel, Esq., at Oppel, Goldberg & Williams,
P.L.L.C. as attorney-in-charge.

The professional services to be provided by Jeffrey W. Oppel and
OG&W, include, inter alia:

     (a) to provide the Debtors legal advice with respect to their
         powers and duties as debtors-in-possession in the
         continued operations of their business, and management of
         their property;

     (b) to prepare all pleadings on behalf of the Debtors, as
         debtors-in-possession, which may be necessary;

     (c) to negotiate and submit a potential plan of
         reorganization satisfactory to the Debtors, their estate,
         and the creditors at large; and

     (d) to perform all other legal services for the Debtors as a
         debtors-in-possession which may become necessary to these
         proceedings.

The firm's hourly fee schedule:

     Jeffrey Wells Oppel, Attorney            $300
     Charles N. "Boots" Goldberg, Attorney    $400
     Justin L. Williams, Attorney             $350
     Paralegal/Legal Assistant                 $95 - $125

According to Mr. Oppel, a $800 retainer exists out of $10,000 that
was paid on May 19, 2010, and $3,117 paid on May 25, 2010,
consisting of $1,039 for the filing fee for each case.  He said
the retainer is to be applied to services rendered or expenses
incurred in connection with representing the Debtros in the
bankruptcy proceeding.

Mr. Oppel attests that his firm has no connection of any kind with
the creditors, the United States Trustee or any person employed in
the office of the United States Trustee, any parties-in-interest,
or their attorneys in the Debtors' case.  Mr. Oppel said OG&W, its
partners and associates are "disinterested persons" within the
meaning of Section 101(14) of the Bankruptcy Code.

Center, Texas-based Sand Hill Foundation, LLC, filed for Chapter
11 bankruptcy protection on 10-90209 (Bankr. E.D. Tex. Case No.
10-90209).  Jeffrey Wells Oppel, Esq., at Oppel, Goldberg & Saenz
P.L.L.C., assists the Company in its restructuring effort.  The
Company estimated its assets and debts at $10,000,001 to
$50,000,000.


SERVICE MASTER: Bank Debt Trades at 8% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which The ServiceMaster
Co. is a borrower traded in the secondary market at 91.72 cents-
on-the-dollar during the week ended Friday, June 4, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 0.72
percentage points from the previous week, The Journal relates.
The Company pays 300 basis points above LIBOR to borrow under the
facility.  The bank loan matures on July 24, 2014, and carries
Moody's B1 rating and Standard & Poor's B+ rating.  The debt is
one of the biggest gainers and losers among 186 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

The ServiceMaster Co. -- http://www.servicemaster.com/-- serves
residential and commercial customers through a network of over
5,500 company-owned locations and franchised licenses.  The
Company's brands include TruGreen, TruGreen LandCare, Terminix,
American Home Shield, ServiceMaster Clean, Merry Maids, Furniture
Medic, and AmeriSpec.  The core services of the Company include
lawn care and landscape maintenance, termite and pest control,
home warranties, disaster response and reconstruction, cleaning
and disaster restoration, house cleaning, furniture repair, and
home inspection.


SOUTH BAY: General Claims Bar Date Set for July 20
--------------------------------------------------
South Bay Expressway, L.P., and California Transportation
Ventures, Inc., sought and obtained a bar date order:

  (a) approving the manner for filing proofs of claim and the
      claim form;

  (b) approving the form and manner of the bar date notice and
      publication notice;

  (c) requiring that claimants asserting claims under section
      503(b)(9) of the Bankruptcy Code must do so pursuant to
      and in accordance with the proposed procedures, and in no
      other manner;

  (d) authorizing the Debtors, in their discretion, to extend
      the Bar Date for certain claimants by stipulation where
      the Debtors determine that the extension is in the best
      interests of their bankruptcy estates; and

  (f) establishing these bar dates:

      -- General Bar Date: July 20, 2010;

      -- Governmental Bar Date: September 20, 2010;

      -- Amended Schedule Bar Date: to the extent applicable,
         the later of:

         * the Bar Date; and

         * 30 days from the date on which the Debtors provided
           notice of the amendment to the Schedules or another
           time period as may be fixed by the Court; and

      -- Rejection Bar Date: the later of:

         * the Bar Date; and

         * the date set forth in the Rejection Order, provided
           that if no date is provided in the Rejection Order,
           then the Rejection Bar Date will be no later than 30
           days from the date of entry of the Rejection Order.

The Debtors anticipate that there may be hundreds of potential
claimants in their cases and are anxious to begin focusing on the
claims reconciliation process, relates Alexander Pilmer, Esq., at
Kirkland & Ellis LLP, in Los Angeles, California.

Because the Debtors intend to implement a streamlined financial
restructuring and exit Chapter 11 as soon as possible, Mr. Pilmer
asserts that it is important that the Debtors immediately begin
the claims analysis and reconciliation process.

The Debtors believe that clearly established procedures for the
filing of claims against them will limit confusion on the part of
creditors and result in an efficient claims process.  Creditors
will be permitted to rely on the Schedules as part of the Debtors'
proposed process.  To that end, Mr. Pilmer says, the Debtors
intend to send personalized proofs of claim to known creditors
that provide information about how a particular creditor's claim
is listed in the Schedules.  If a creditor agrees with the
treatment of its claim in the Schedules, the creditor is not
required to file a proof of claim.

While negotiations regarding the Debtors' exit from Chapter 11 are
ongoing, Mr. Pilmer contends that the Debtors and their
stakeholders require complete and accurate information regarding
the nature, amount, and status of asserted claims.  Since the
precise nature and scope of asserted claims will only be clearly
established after a claims bar date has been set and passes, the
Debtors believe their request is critical to their ultimate exit
from Chapter 11.

The Debtors propose that certain requirements apply with respect
to filing and preparing each proof of claim, including claim
amounts denominated in United States dollars and the value of
goods purportedly received by the Debtors for claims under Section
503(b)(9).

The Debtors further propose, among other things, that these
categories of claimants will not be required to file a proof of
claim by the Bar Date:

  -- any person or entity that already has filed a signed proof
     of claim against the applicable Debtors with the Clerk of
     Court in a form substantially similar to Official Form
     No. 10;

  -- any person or entity whose claim is listed on the
     Schedules, but only if:

     * the claim is not scheduled as "contingent,"
       "unliquidated," or "disputed";

     * the claimant does not disagree with the amount, nature
       and priority of the claim as set forth in the Schedules;
       and

     * the claimant does not dispute that the claim is an
       obligation of the specific Debtor as set forth in the
       Schedules;

  -- customers with claims solely on account of deposits on
     pre-paid tolls;

  -- a holder of a claim that has previously been allowed by a
     Court order;

  -- a holder of a claim that has been paid in full by the
     Debtors or any other party;

  -- a holder of a claim for which a specific deadline
     previously has been fixed by the Court;

  -- any Debtor having a claim against another Debtor;

  -- a current employee of the Debtors, if an order of the Court
     authorized the Debtors to honor that claim in the ordinary
     course of business as a wage, commission or benefit,
     provided that a current employee must submit a proof of
     claim by the Bar Date for all other claims arising before
     the Petition Date, including claims for wrongful
     termination, discrimination, harassment, hostile work
     environment, retaliation and claims covered by the Debtors'
     workers' compensation insurance; and

  -- any claims allowable under Sections 503(b) and 507(a)(1) of
     the Bankruptcy Code as administrative expenses of the
     Debtors' bankruptcy estates, with the exception of
     Section 503(b)(9) Claims, which must be filed on or before
     the Bar Date.

Any holder of an equity interest in the Debtors need not file a
proof of the interest, provided that if any interest holder
asserts a claim against the Debtors, including a claim relating to
an equity interest or the purchase or sale of equity interest, a
proof of claim must be filed on or before the Bar Date.

The Debtors will give notice of the Bar Date by publication to
creditors to whom notice by mail is impracticable, including
creditors who are unknown or not reasonably ascertainable by the
Debtors and creditors whose identities are known but whose
addresses are unknown.  Specifically, the Debtors will publish the
Bar Date Notice on one occasion in the regional newspapers (i) The
San Diego Daily Transcript, of San Diego, California, and (ii) The
Post-Press of El Centro, of California, on or before June 22,
2010.

                    About South Bay Expressway

South Bay Expressway, L.P., dba San Diego Expressway, L.P., filed
for Chapter 11 on March 22, 2010 (Bankr. S.D. Calif. Case No.
10-04516).  Its affiliate, California Transportation Ventures
Inc., also filed for bankruptcy.

The Debtors developed and operate a four lane, nine mile express
toll road in Southern California commonly referred to as the South
Bay Expressway or State Road 125.  Both estimated assets and debts
of $500 million to $1 billion in their bankruptcy petitions.

Robert Pilmer, Esq., at Kirkland & Ellis LLP, represents the
Debtors in their restructuring effort.  PricewaterhouseCoopers LLP
is auditor and tax advisor.  Imperial Capital LLC is financial
advisor. Epiq Bankruptcy Solutions LLC serves as claims and notice
agent.

The Debtors say that as of the bankruptcy filing, they have
roughly $640 million in book value of total assets and roughly
$570 million in book value of total liabilities.

Bankruptcy Creditors' Service, Inc., publishes South Bay
Expressway Bankruptcy News.  The newsletter tracks the Chapter 11
proceeding undertaken by South Bay Expressway LP and California
Transportation Ventures Inc.  (http://bankrupt.com/newsstand/or
215/945-7000).


SOUTH BAY: Proposes to Compensate Insiders
------------------------------------------
Through a notice of intended action, South Bay Expressway, L.P.,
and California Transportation Ventures, Inc., seek the Court's
authority to compensate five insiders on a final basis, nunc pro
tunc to March 22, 2010, and to waive requirements of Rule 4002-
2(b)(2) of the Local Rules of the United States Bankruptcy Court
for the Southern District of California.

The Notice of Intended Action will expire on June 21, 2010.

In support of their request, the Debtors file an accompanying
memorandum of points and authorities and a declaration by Anthony
G. Evans.

The Debtors previously sought and obtained authority, on an
interim basis, to pay compensation and provide certain benefits to
four SBX insiders: Greg Hulsizer, Anthony G. Evans, Theresa Weekes
and Shane Savgur.

Alexander Pilmer, Esq., at Kirkland & Ellis LLP, in Los Angeles,
California, asserts that in their request, the Debtors do not seek
authority to pay any amounts on account of bonus, retention, or
severance payments.

To the extent the Debtors seek to pay any of those amounts, the
Debtors say they will file a separate motion to seek that relief.
Accordingly, the Debtors do not believe that Section 503(c) of the
Bankruptcy Code is implicated in any way in respect of the relief
sought in their request.

Subsequent to the entry of the Interim Insider Compensation Order,
the Debtors filed their Schedules and Statements and the Schedules
and Statements Amendments.  In the process of preparing the
Amendments, the Debtors realized that Lester David Hawley, an
independent consultant, who serves as the Executive Vice President
of Construction for the Debtors, had not previously been
identified as an insider of the Debtors.  Out of an abundance of
caution, because Mr. Hawley is an officer of the Debtors, they
included all payments to him in the Amendments.

While the Debtors do not believe that he is a "person in control
of" the Debtors, the Debtors note that Mr. Hawley may nonetheless
be an "insider" under Section 101(31) of the Bankruptcy Code and,
thus, they included him in the relief requested, they explained.

Mr. Pilmer contends that the five Insiders are vital to the
reorganization efforts of the Debtors, and that compensation of
the Insiders in the ordinary course of business is necessary for
the efficient administration of the Chapter 11 cases.  He notes
that indeed, no party objected to the relief provided in the
Interim Compensation Order.  He assures the Court that the
requested compensation is entirely consistent with the
compensation that is generally available for persons holding the
same or similar experience and qualifications as the Insiders.

Accordingly, the Debtors seek approval of their request on a final
basis.

In another motion, the Debtors seek entry of an ex parte order,
(i) extending authority granted under the Interim Insider
Compensation Order to compensate the Debtors' senior management on
an interim basis pending the expiration of the notice period for
the Notice of Intended Action, and (b) waiving the requirements of
Local Bankruptcy Rule 4002-2(b)(2).

The sought payments are for:

Name/Firm                  Designation                 Amount
---------                  -----------                 ------
Macquarie Infrastructure   Affiliate                 $579,903
US PTY Limited

Greg Hulsizer              Chief Executive Officer    313,179

Anthony Evans              Chief Financial Officer    264,682

Macquarie Capital Group    Affiliate                  261,394
Limited

Macquarie Atlas Roads      Affiliate                  167,419
International Limited

Shane Savgur               Chief Tech. Officer        112,193

Theresa Weekes             Chief Accounting Officer    89,083

Macquarie Capital Funds    Affiliate                   46,266
(Europe) Limited

                    About South Bay Expressway

South Bay Expressway, L.P., dba San Diego Expressway, L.P., filed
for Chapter 11 on March 22, 2010 (Bankr. S.D. Calif. Case No.
10-04516).  Its affiliate, California Transportation Ventures
Inc., also filed for bankruptcy.

The Debtors developed and operate a four lane, nine mile express
toll road in Southern California commonly referred to as the South
Bay Expressway or State Road 125.  Both estimated assets and debts
of $500 million to $1 billion in their bankruptcy petitions.

Robert Pilmer, Esq., at Kirkland & Ellis LLP, represents the
Debtors in their restructuring effort.  PricewaterhouseCoopers LLP
is auditor and tax advisor.  Imperial Capital LLC is financial
advisor. Epiq Bankruptcy Solutions LLC serves as claims and notice
agent.

The Debtors say that as of the bankruptcy filing, they have
roughly $640 million in book value of total assets and roughly
$570 million in book value of total liabilities.

Bankruptcy Creditors' Service, Inc., publishes South Bay
Expressway Bankruptcy News.  The newsletter tracks the Chapter 11
proceeding undertaken by South Bay Expressway LP and California
Transportation Ventures Inc.  (http://bankrupt.com/newsstand/or
215/945-7000).


SOUTH BAY: Wants Plan Exclusivity Until November 17
---------------------------------------------------
South Bay Expressway, L.P., and California Transportation
Ventures, Inc., ask the United States Bankruptcy Court for the
Southern District of California to extend to:

  (a) November 17, 2010, their exclusive right to file a
      Chapter 11 plan of reorganization; and

  (b) January 16, 2011, their exclusive right to solicit votes
      for that plan, without prejudice to the Debtors' right to
      request further extensions of the Exclusive Periods as the
      circumstances may require.

Pursuant to Section 1121(b) of the Bankruptcy Code, a debtor has
the exclusive right to file a plan of reorganization for a period
of 120 days after the Petition Date.  If a debtor files a plan
within that 120-day exclusivity period, Section 1121(c)(3)
provides 60 additional days during which the debtor has exclusive
right to solicit votes with respect to that Plan.

The period during which only the Debtors may file a Plan will
expire on July 19, 2010, and the period during which only the
Debtors' Plan may be considered for acceptance or rejection will
expire on September 18, 2010.

During the first 66 days of their bankruptcy, the Debtors have
focused their efforts on driving the reorganization process toward
the goal of negotiating a consensual plan of reorganization that
maximizes the value of the Debtors' estates, relates R. Alexander
Pilmer, Esq., at Kirkland & Ellis LLP, in Los Angeles, California.

While the Debtors are optimistic and confident that significant
progress will be made in the upcoming weeks -- indeed, the Court
will hear the Debtors' motion for summary judgment in the lien
priority adversary proceeding on July 1, 2010, and a settlement
conference is currently scheduled for June 11 -- the Debtors are
filing the extension request at this time in light of the notice
period required for those motions by the Local Bankruptcy Rules
and the expiration of the Exclusive Periods, Mr. Pilmer asserts.
He notes that the Debtors will supplement the request to update
the Court as to the status of matters pending in the cases.

Since the Petition Date, the Debtors have worked to transition
their operations into Chapter 11 by obtaining various first day
relief, including authority to honor the prepetition accounts of
the Debtors' more than 30,000 customers, authority to pay wages
and benefits in the ordinary course, and continued access to cash
collateral, Mr. Pilmer relates.  He adds that the Debtors also
have begun to explore various alternatives to restructure the
approximately $530 million in secured debt on their balance sheet.
To that end, the Debtors already have engaged their secured
lenders in preliminary discussions regarding a framework for a
consensual restructuring.

Despite the Debtors' efforts to move the reorganization process
along as quickly as possible, the earliest that the Debtors will
have for resolution of the lien priority dispute is July 1, and it
is possible that the resolution may not come until the conclusion
of the trial scheduled to begin on October 25, 2010, Mr. Pilmer
asserts.  Thus, he points out, an extension of the Exclusive
Periods makes practical sense under the circumstances.

Absent an extension, Mr. Pilmer contends, the Exclusive Periods
will expire before the lien priority dispute -- the gating issue
in the bankruptcy cases -- has been resolved and before the
Debtors have had a meaningful opportunity to develop a consensual
plan.  He insists that those circumstances would present a risk of
undue interference and disruption to the plan formulation and
negotiation process.

In his declaration supporting the request, the Debtors' chief
financial officer, Anthony G. Evans, tells the Court that the
Debtors are not seeking an extension of the Exclusive Periods to
pressure creditors.  To the contrary, he asserts, the requested
extension is intended to provide the Debtors with sufficient time
to obtain resolution of the lien priority dispute and to develop a
consensual plan, without the disruption and distraction of
competing plans.

The Court will convene a hearing on July 1, 2010, at 10:00 a.m. to
consider the Debtors' request.

                    About South Bay Expressway

South Bay Expressway, L.P., dba San Diego Expressway, L.P., filed
for Chapter 11 on March 22, 2010 (Bankr. S.D. Calif. Case No.
10-04516).  Its affiliate, California Transportation Ventures
Inc., also filed for bankruptcy.

The Debtors developed and operate a four lane, nine mile express
toll road in Southern California commonly referred to as the South
Bay Expressway or State Road 125.  Both estimated assets and debts
of $500 million to $1 billion in their bankruptcy petitions.

Robert Pilmer, Esq., at Kirkland & Ellis LLP, represents the
Debtors in their restructuring effort.  PricewaterhouseCoopers LLP
is auditor and tax advisor.  Imperial Capital LLC is financial
advisor. Epiq Bankruptcy Solutions LLC serves as claims and notice
agent.

The Debtors say that as of the bankruptcy filing, they have
roughly $640 million in book value of total assets and roughly
$570 million in book value of total liabilities.

Bankruptcy Creditors' Service, Inc., publishes South Bay
Expressway Bankruptcy News.  The newsletter tracks the Chapter 11
proceeding undertaken by South Bay Expressway LP and California
Transportation Ventures Inc.  (http://bankrupt.com/newsstand/or
215/945-7000).


SOUTHEAST BANKING: Plan Effective Deadline Extended until July 31
-----------------------------------------------------------------
The Hon. Paul G. Hyman of the the U.S. Bankruptcy Court for the
Southern District of Florida extended until July 31, 2010, the
deadline for the occurrence of the effective date of the Third
Amended Chapter 11 Plan of Reorganization of Southeast Banking
Corporation.

The Court also stated that if Jeffrey H. Beck, Chapter 11 trustee
for the estate, has not filed a motion seeking a further extension
of the effective date deadline before August 17, 2010, Status
Conference set in the case, the trustee will, at the Status
Conference, provide the Court with an update of his discussions
with the Indenture Trustees and the Ad Hoc Committee regarding
plans for disposition of the remaining estate assets and
winding up of the case.

Southeast Banking Corp. was the holding company of Southeast Bank,
N.A., and its sister institution, Southeast Bank of West Florida,
and the direct or indirect parent of a number of subsidiary
corporations and affiliates, active and inactive, which at various
times conducted substantial business throughout the State of
Florida and beyond.  The businesses of SEBC and its affiliates
consisted of banking, real estate investment and development,
insurance, mortgage banking, venture capital, and asset
investment.

At the time of their failure the Banks had total assets of
$10.5 billion and total deposits of $7.6 billion.  Most of the
assets were with SEBNA, which had 218 of the combined 224 branches
and all but $100 million of the assets.  Together, the two banks
had approximately 6,200 employees, operating exclusively in
Florida.

On September 20, 1991, Southeast Bank filed a voluntary petition
under Chapter 7 of the Bankruptcy Code (Bankr. S.D. Fla. Case
No. 91-14561).  Southeast Bank, N.A., was seized by federal
regulators while Southeast Bank of West Florida was seized by
state regulators on September 19, 1991.  On September 20, 1991,
SEBC's board of directors voted to authorize the filing of a
voluntary Chapter 7 petition, and then promptly resigned along
with all of SEBC's officers.

Jeffrey H. Beck was the fourth Trustee appointed in the Debtor's
liquidation proceeding.

This bankruptcy case was converted to Chapter 11 on September 17,
2007, almost sixteen years after its initial filing.


SPORTSSTUFF INC: Appeals Panel Blocks Deal with Three Insurers
--------------------------------------------------------------
An appeals panel has blocked settlements three insurers struck
with SportsStuff Inc. and overturned an injunction protecting the
insurers from suits related to a recalled SportsStuff water tube,
ruling that the deals were not in the best interest of the estate
and that the injunction was improperly granted, according to
Bankruptcy Law360.

Based in Omaha, Nebraska, SportsStuff Inc. -
http://www.sportsstuff.com/-- offers sports accessories.  The
company filed for Chapter 11 protection on Dec. 31, 2007 (Bank. D.
Neb. Case No. 07-82643).  Robert V. Ginn, Esq., at Blackwell
Sanders Peper Martin LLP represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
their creditors, it listed assets and debts between $1 million and
$100 million.


SWIFT TRANSPORTATION: Bank Debt Trades at 7% Off
------------------------------------------------
Participations in a syndicated loan under which Swift
Transportation Co., Inc., is a borrower traded in the secondary
market at 92.65 cents-on-the-dollar during the week ended Friday,
June 4, 2010, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents a drop of
2.24 percentage points from the previous week, The Journal
relates.  The Company pays 325 basis points above LIBOR to borrow
under the facility.  The bank loan matures on March 15, 2014, and
carries Moody's B3 rating and Standard & Poor's B- rating.  The
debt is one of the biggest gainers and losers among 186 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

Swift Transportation Co., Inc. -- http://www.swifttrans.com/--
hauls freight such as building materials, paper products, and
retail merchandise throughout the U.S. and in Mexico.  The Company
operates a fleet of about 18,000 tractors and 48,000 trailers from
a network of about 40 terminals.  Its services include dedicated
contract carriage, in which drivers and equipment are assigned to
a customer long-term.  Besides standard dry ans, Swift's fleet
includes refrigerated, flatbed, and other specialized trailers, as
well as about 5,800 intermodal containers.


TAYLOR BEAN: Freddie Mac Doesn't Want Panel in Lloyds' Suit
-----------------------------------------------------------
Jacqueline Palank at Dow Jones' Daily Bankruptcy Review reports
that Freddie Mac is urging the U.S. Bankruptcy Court in
Jacksonville, Fla., to deny a request by the official committee of
unsecured creditors in Taylor Bean & Whitaker Mortgage Corp.'s
case that would allow the panel to defend Taylor Bean in a lawsuit
brought by specialty insurance market Lloyd's of London.

Lloyd's and its insurance underwriters accuse Taylor Bean of
misrepresenting certain bonds in which the mortgage lender and
have Freddie Mac, and that such misrepresentations may render the
bonds void.

According to Ms. Palank, the committee has said its interests and
those of Taylor Bean's bankruptcy estate "would best be served" if
it were able to defend this lawsuit.  The committee added that
Taylor Bean consented to its request.

Ms. Palank reports Freddie Mac argues that Taylor Bean -- and not
the committee -- is best equipped to defend itself in the suit.

"The Lloyd's action is a significant matter, is material to the
debtor's reorganization and the prospect for recovery by its
creditors, and should be handled in the manner that is most likely
to achieve a favorable outcome," Freddie Mac said Wednesday in
court papers, according to Ms. Palank.  "Neither the committee,
nor its counsel, is in the best position to defend the Lloyd's
action."

According to Ms. Palank, Freddie Mac said the committee's request
to step into Taylor Bean's shoes is not only "vague and
unsupported" but may serve to jeopardize the Debtor's bankruptcy
estate.  The committee and Taylor Bean each have different goals
and concerns that may not align, Freddie Mac warned, Ms. Palank
notes.

Taylor Bean is required to foot the committee's legal bills,
Freddie Mac added, Ms. Palank says.

                         About Taylor Bean

Taylor, Bean & Whitaker Mortgage Corp. is a 27-year-old company
that grew from a small Ocala-based mortgage broker to become one
of the largest mortgage bankers in the United States.  In 2009,
Taylor Bean was the country's third largest direct-endorsement
lender of FHA-insured loans of the largest wholesale mortgage
lenders and issuer of mortgage backed securities.  It also managed
a combined mortgage servicing portfolio of approximately
$80 billion.  The company employed more that 2,000 people in
offices located throughout the United States.

Taylor Bean filed for Chapter 11 on August 24 (Bankr. M.D. Fla.
Case No. 09-07047). Taylor Bean filed under Chapter 11 three weeks
after federal investigators searched its offices.  The day
following the search, the Federal Housing Administration, Ginnie
Mae and Freddie Mac prohibited the company from issuing new
mortgages and terminated servicing rights.

Taylor Bean has more than $1 billion of both assets and
liabilities, and between 1,000 and 5,000 creditors, according to
the bankruptcy petition.


TEXAS RANGERS: Section 341(a) Meeting Scheduled for July 7
----------------------------------------------------------
The U.S. Trustee for Region 6 will convene a meeting of Texas
Rangers Baseball Partners' creditors on July 7, 2010, at
10:00 a.m.  The meeting will be held at the Office of the U.S.
Trustee, 1100 Commerce Street, Room 752, Dallas, TX 75242.

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.

Arlington, Texas-based Texas Rangers Baseball Partners owns and
operates the Texas Rangers Major League Baseball Club, a
professional baseball club in the Dallas/Fort Worth Metroplex.

TRBP is a Texas general partnership, in which subsidiaries of HSG
Sports Group LLC own a 100% stake.  Controlled by Thomas O. Hicks,
HSG also indirectly wholly-owns Dallas Stars, L.P., which owns and
operates the Dallas Stars National Hockey League franchise.  The
Texas Rangers have had five owners since the club moved to
Arlington in 1972.  Mr. Hicks became the fifth owner in the
history of the Texas Rangers on June 16, 1998.

Texas Rangers filed for Chapter 11 bankruptcy protection on
May 24, 2010 (Bankr. N.D. Tex. Case No. 10-43400).  Martin A.
Sosland, Esq., at Weil, Gotshal & Manges LLP, assists the Company
in its restructuring effort.  The Company estimated its assets and
debts at $100,000,001 to $500,000,000.


TEXAS RANGERS: Alex Rodriguez Named to Creditors' Committee
-----------------------------------------------------------
Eric Morath at Dow Jones' Daily Bankruptcy Review reports New York
Yankees star third baseman Alex Rodriguez has been named to a
committee appointed to represent the Texas Rangers' unsecured
creditors.  Mr. Rodriguez, who played for the Rangers from 2001 to
2003, is owed $24.9 million in deferred compensation from the
team.  Mr. Rodriguez is represented by Dallas attorney Joseph J.
Wielebinski, Esq.

Mr. Morath reports that Essey Alley, president Vratsinas
Construction Co., and Harold G. Thompson, vice president of
architecture firm RTKL Associates Inc., were also named to the
committee.

The Journal also Texas Rangers' unsecured creditors' group
includes trade vendors such as Rawlings Sporting Goods Co., Clear
Channel Outdoor and Melrose Pyrotechnics Inc., that provided goods
or services to the team.  The Journal further relates other
baseball players owed back pay include former Rangers pitchers
Kevin Millwood, owed $12.9 million, and Vicente Padilla, owed $1.7
million, and current Texas third baseman Michael Young, owed $3.9
million.

                       About Texas Rangers

Texas Rangers Baseball Partners owns and operates the Texas
Rangers Major League Baseball Club, a professional baseball club
in the Dallas/Fort Worth Metroplex.

TRBP is a Texas general partnership, in which subsidiaries of HSG
Sports Group LLC own a 100% stake.  Controlled by Thomas O. Hicks,
HSG also indirectly wholly-owns Dallas Stars, L.P., which owns and
operates the Dallas Stars National Hockey League franchise.  The
Texas Rangers have had five owners since the club moved to
Arlington in 1972.  Mr. Hicks became the fifth owner in the
history of the Texas Rangers on June 16, 1998.

In its petition, Texas Rangers Baseball Partners said it had both
assets and debt of less than $500 million.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtor.  Forshey & Prostok LLP serves as conflicts counsel.
Parella Weinberg Partners LP serves as financial advisor.

Lenders to the Texas Rangers sought to force the baseball team's
equity owners -- Rangers Equity Holdings, L.P. and Rangers Equity
Holdings GP, LLC -- into bankruptcy court protection (Bankr. N.D.
Tex. Case No. 10-43624 and 10-43625).   The lenders, a group that
includes investment funds Monarch Alternative Capital and
Kingsland Capital Management, filed an involuntary bankruptcy
petition on May 28 against the two companies.  The two companies
were not included in the May 24 Chapter 11 filing of TRBP.


TIERONE BANK: Closed; Great Western Bank Assumes All Deposits
-------------------------------------------------------------
TierOne Bank of Lincoln, Neb., was closed on June 4, 2010, by the
Office of Thrift Supervision, which appointed the Federal Deposit
Insurance Corporation as receiver.  To protect the depositors, the
FDIC entered into a purchase and assumption agreement with Great
Western Bank of Sioux Falls, S.D., to assume all of the deposits
of TierOne Bank.

The 69 branches of TierOne Bank will reopen during normal business
hours as branches of Great Western Bank.  Depositors of TierOne
Bank will automatically become depositors of Great Western Bank.
Deposits will continue to be insured by the FDIC, so there is no
need for customers to change their banking relationship to retain
their deposit insurance coverage.  Customers of TierOne Bank
should continue to use their existing branch until they receive
notice from Great Western Bank that it has completed systems
changes to allow other Great Western Bank branches to process
their accounts as well.

As of March 31, 2010, TierOne Bank had around $2.8 billion in
total assets and $2.2 billion in total deposits.  Great Western
Bank will pay the FDIC a premium of 1.5 percent to assume all of
the deposits of TierOne Bank.  In addition to assuming all of the
deposits of the failed bank, Great Western Bank agreed to purchase
essentially all of the assets.

The FDIC and Great Western Bank entered into a loss-share
transaction on $1.9 billion of TierOne Bank's assets.  Great
Western Bank will share in the losses on the asset pools covered
under the loss-share agreement.  The loss-share transaction is
projected to maximize returns on the assets covered by keeping
them in the private sector.  The transaction also is expected to
minimize disruptions for loan customers.  For more information on
loss share, please visit:

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

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-830-4732.  Interested parties also can
visit the FDIC's Web site at

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

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $297.8 million.  Great Western Bank's acquisition of all
the deposits was the "least costly" resolution for the FDIC's DIF
compared to all alternatives.  TierOne Bank is the 81st FDIC-
insured institution to fail in the nation this year, and the first
in Nebraska.  The last FDIC-insured institution closed in the
state was Sherman County Bank, Loup City, on Feb. 13, 2009.


TRIBUNE CO: 150++ Claims Change Hands in May
--------------------------------------------
For May 2010, 152 claims were transferred to these trade
creditors:

                                                      Claims
Transferee                                         Transferred
----------                                         -----------
Corre Opportunities Fund L.P.                          62
Sierra Liquidity Fund, LLC                              4
Longacre Opportunity Fund, L.P.                         6
Liquidity Solutions, Inc.                              10
ASM Capital, L.P.                                       5
Jefferies Leveraged Credit Products, LLC                2
US Debt Recovery III, LP                                1
US Debt Recovery V, LP                                  2
Claims Recovery Group LLC                              12
Blue Heron Micro Opportunities Fund, LLP               27
Creditor Liquidity, LP                                 10
Fair Liquidity Partners, LLC                            6
Fair Harbor Capital, LLC                                5

In April 2010, 61 claims changed hands.  Since January 2010, 230
claims changed hands in the Debtors' bankruptcy cases.

                       About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on Dec. 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.

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


TRIBUNE CO: Asks for Oct. 29 Extension for Removal Period
---------------------------------------------------------
Tribune Co. and its units ask Judge Kevin J. Carey of the U.S.
Bankruptcy Court for the District of Delaware to extend the time
within which they may file notices of removal with respect to
claims and causes of action pending as of the Petition Date
through October 29, 2010.

The Debtors relate that since the Petition Date they have devoted
substantially all their resources to stabilizing and operating
their businesses, addressing critical case management issues,
evaluating and resolving the prepetition claims against them, and
formulating their plan of reorganization.  The Debtors assert
that given the size of their business enterprise and the
unusually large number of Debtors involved, transitioning their
businesses into smooth operations and meeting the ongoing
requirements of the Chapter 11 process have been a formidable
tasks.

The Debtors maintain that they have made progress in virtually
all facets of their Chapter 11 cases.  The Debtors have prepared
and filed their Amended Joint Plan of Reorganization, and
anticipate commencing the solicitation process on the Plan in
short order.  The Debtors have also made substantial progress in
evaluating their prepetition claims, with 31 omnibus objections
having been filed with the Court.

As a result of these tasks and their attendant demands on the
Debtors' personnel and professionals, the Debtors require
additional time to review their outstanding litigation matters
and evaluate whether those matters should properly be removed
pursuant to Rule 9027 of the Federal Rules of Bankruptcy
Procedure, says Kate J. Stickles, Esq., at Cole, Schotz, Meisel,
Forman & Leonard, P.A., in Wilmington, Delaware.

Mr. Stickles adds that in the absence of that relief, the Debtors
would lose a potentially key element of their overall ability to
manage litigation during their Chapter 11 cases even before that
litigation would reasonably have been evaluated, to the detriment
of the Debtors, their estates, and their creditors.

                       About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on Dec. 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.

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


TRIBUNE CO: Given by Court More Time to Resolve DS Objections
-------------------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware gave Tribune Company and its debtor
affiliates additional time to resolve outstanding objections to
the Disclosure Statement explaining the Joint Chapter 11 Plan of
Reorganization.  Judge Carey will "try to approve" the Disclosure
Statement "later in the week," according to a report by the
Chicago Tribune.

Judge Carey overruled the objections to the Disclosure Statement
except for those raised by the Washington-Baltimore Newspaper
Guild and Wells Fargo Bank, N.A., as successor administrative
agent under a $1.6 billion Senior Unsecured Interim Loan
Agreement, dated as of December 20, 2007.

The Guild complained that the Debtors' description of the
transition management incentive plan and the key operators bonus
programs submitted as part of the Plan fails to provide
stakeholders with the information necessary to reach an "informed
judgment with regard to these aspects of the Plan.  The Guild
asserted that the inclusion of the incentive plans makes the
Debtors' Plan unconfirmable.  The Guild also asserted that the
Debtors should include the full record of litigation over the
incentive plans, including publicly-filed pleadings, transcripts
and exhibits, of the September 25, 2009 hearing.

Wells Fargo told the Court that notwithstanding discussions with
the Debtors' counsel that have been ongoing since May 24, 2010,
it was unable to reach agreement regarding a threshold issue --
the description of the treatment of the Bridge Lenders' Claims.

Wells Fargo asserted that:

  (a) the treatment set forth in the Current Plan is beyond
      ambiguous, it is essentially meaningless;

  (b) the discussion of the treatment in the Current Disclosure
      Statement is inconsistent with the treatment set forth in
      the Current Plan, and by the Debtors' admission, is not
      binding on anyone; and

  (c) the Current Plan and Disclosure Statement are misleading
      regarding the preservation of the Bridge Lenders' rights
      against non-Debtor third parties.

Wells Fargo averred that unless and until these issues are
properly resolved, the Current Disclosure Statement should not be
approved.

In a supplemental objection, Wells Fargo asserted that the Plan's
new proposed cram down treatment still lacks the necessary level
of specificity because it continues to provide for the
possibility that some alternative, undisclosed and unexplained
treatment of the Bridge Loan Lenders Claims is possible if the
Bankruptcy Court determines in connection with the confirmation
of the Plan that a different treatment is appropriate under the
requirements of Section 1129(b) of the Bankruptcy Code.  Wells
Fargo averred that the Plan must specify exactly what treatment
Bridge Lenders that vote to reject the Current Plan should expect
in the event their class does not accept the Current Plan.

Wells Fargo maintained that:

  (a) the Current Plan still fails to provide specified cram
      down treatment of the Bridge Lenders' Claims;

  (b) the added potential cram down treatment is itself
      seriously flawed;

  (c) the Current Disclosure Statement description of the cram
      down treatment is insufficient;

  (d) the Current Plan and Current Disclosure Statement should
      include a fully mutual reservation of rights, or none at
      all;

  (e) the extent of the Non-Debtor Releases should be clarified;
      and

  (f) the Disclosure Statement should include disclosure about
      the 2010 MIP Motion.

The Debtors, according to a Court filing, are in discussions to
resolve the remaining outstanding issue and anticipate filing
further revised documents.

In response to Wells Fargo's objection, the Debtors contend that
the Disclosure Statement describes cram down treatment they
believe is legally sufficient and the likely recoveries and
material factors relevant to those recoveries by the Bridge
Lenders pursuant to that treatment.  The Debtors add that the
Disclosure Statement also makes clear that if the Court finds
some other cram down treatment is appropriate, the Plan may still
be confirmed and become effective without the need for re-
solicitation so long as the conditions to the Effective Date of
the Plan are met or waived.

The Debtors maintain that the Disclosure Statement is clear that,
in the event of cram down, the Bridge Loan Claims will likely be
subject to actions for avoidance, setoff, subordination and other
defenses, and that the Bridge Loan Claims will not be allowed
until those actions or defenses are resolved.

According to the Debtors, the Disclosure Statement makes clear
that the Senior Lenders' Claims are to be fully allowed pursuant
to the Plan and also that the holders of PHONES Notes Claims are
not receiving any value pursuant to the Plan in respect of the
PHONES Notes Claims.

The Debtors believe that the Disclosure Statement's existing
disclosure regarding the 2010 Management Incentive Plan is
adequate.  Judge Carey, however, agreed with Wells Fargo that the
language in the Disclosure Statement is confusing.

After approval of the Disclosure Statement, the Debtors can send
the Plan documents to creditors for solicitation of votes.  The
Court is expected to convene a hearing on August 16 to consider
confirmation of the Plan.

                       About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on Dec. 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.

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


TRUMP ENTERTAINMENT: Icahn Drops Bid to Delay Chapter 11
--------------------------------------------------------
Dow Jones' Daily Bankruptcy Review says Carl Icahn is still
appealing his loss in a bankruptcy duel for control of Trump
Entertainment Resorts Inc. but on Wednesday dropped a bid to hold
the company up in Chapter 11, pending the outcome.

As reported by the Troubled Company Reporter on May 20, 2010,
Mr. asked the Bankruptcy court to stay the implementation of the
Chapter 11 plan of Trump Entertainment Resorts pending his appeal
on the confirmation order.  According to Bloomberg News, Mr. Icahn
wants a hearing by May 21 on the request.

Bloomberg News said that Mr. Icahn argued that U.S. Bankruptcy
Judge Judith H. Wizmur erred when she concluded that the
reorganized casinos can make payments on $350 million in secured
debt that will remain after bankruptcy.  Mr. Icahn believes the
Company won't have enough cash "to survive beyond a few months."
Mr. Icahn also believes the bankruptcy judge made a mistake in
picking the interest rate to be paid on secured debt after the
plan is implemented.

As reported by the TCR on April 13, 2010, Judge Wizmur a Chapter
11 plan for Trump that was backed by management and bondholders.
The judge rejected a competing plan filed by Mr. Icahn's Icahn
Partners.

Under the confirmed Plan, Avenue Capital Group served as the lead
bondholder throughout the reorganization process, and will become
the largest shareholder in the Company upon emergence.  The Plan
confirmed by the Court was also supported by Donald J. Trump and
his daughter, Ivanka Trump.  The Plan provides that $225 million
of new equity will be injected into the Company.  Additionally,
the Company will be able to retain the Trump brand for Atlantic
City operations.

Mr. Icahn already has an existing controlling stake in the
Tropicana Atlantic City Hotel & Casino, one of the Debtors'
largest competitors.

                    About Trump Entertainment

Based in Atlantic City, New Jersey, Trump Entertainment Resorts
Inc. (NASDAQ: TRMP) -- http://www.trumpcasinos.com/-- owns and
operates three casino hotel properties in Atlantic City, New
Jersey, which include Trump Taj Mahal Casino Resort, Trump Plaza
Hotel and Casino, and Trump Marina Hotel Casino.  The Company
conducts gaming activities and provides customers with casino
resort and entertainment.

Donald Trump is a shareholder of the Company and, as its non-
executive Chairman, is not involved in the daily operations of the
Company.  The Company is separate and distinct from Mr. Trump's
privately held real estate and other holdings.

Trump Entertainment Resorts, TCI 2 Holdings, LLC, and other
affiliates filed for Chapter 11 on February 17, 2009 (Bankr. D.
N.J., Lead Case No. 09-13654).  The Company has tapped Charles A.
Stanziale, Jr., Esq., at McCarter & English, LLP, as lead counsel,
and Weil Gotshal & Manges as co-counsel.  Ernst & Young LLP is the
Company's auditor and accountant and Lazard Freres & Co. LLC is
the financial advisor.  Garden City Group is the claims agent.
The Company disclosed assets of $2,055,555,000 and debts of
$1,737,726,000 as of December 31, 2008.

Trump Hotels & Casino Resorts, Inc., filed for Chapter 11
protection on Nov. 21, 2004 (Bankr. D. N.J. Case No. 04-46898
through 04-46925).  Trump Hotels' obtained the Court's
confirmation of its Chapter 11 plan on April 5, 2005, and in May
2005, it exited from bankruptcy under the name Trump Entertainment
Resorts Inc.


UAL CORP: Continental CEO Says Better Liquidity Prompted Merger
---------------------------------------------------------------
In the June 4, 2010 edition of "Jeff's Journal" in the Continental
Airlines intranet Web site, Jeffery A. Smisek, Continental
Airlines' Chairman, President and Chief Executive Officer --
answering questions from Continental co-workers in New Orleans
about the proposed merger with UAL Corp.'s United Air Lines --
explained why the airlines had a different outcome on the merger
decision this time compared to two years ago, how pensions are
handled in a merger, and why the merger creates a better platform
for the careers of Continental co-workers.

Mr. Smisek explained, "when we looked at merging with United two
years ago, we were in a different world. The strategic fit of the
two carriers -- it's the same. It made sense then; it makes sense
now. But two years ago we were in a very different position in the
world: The economy was declining; fuel prices were skyrocketing;
the capital markets were closed. Neither carrier had a great deal
of liquidity, and the financial and operational performance were
different then as well.  If you fast forward to today, again, the
strategy makes sense.  But we've got the economy recovering, the
capital markets are open, our liquidity is better, their -- that
is, United's -- liquidity is better.  Both of our financial
performance is improving and their operational performance has
improved quite a bit.  So two years ago the risks outweighed the
rewards. Now the rewards far outweigh the risks."

Mr. Smisek also told a Continental co-worker, "the [current]
retirement plan . . . will stay in place and the lump sum that you
have will stay in place with respect to that retirement plan."  He
did cautioned that, "Going forward, some workgroups may want to
negotiate a different form of retirement plan.  That is, freeze
their current retirement plan and keep the benefits of their old
retirement plan and then, going forward, accrue new benefits under
a different retirement plan like a 401k.  But the retirement plan
that you've got, and the benefits that you've earned through the
date of the merger, or through the date that if you decide to
negotiate a different type of plan, those benefits will continue
and stay on and you get to keep them."

Mr. Smisek also said "since 9/11 we've been working hard -- you've
been working hard; I've been working hard; everybody's been
working hard -- to eke out a hand-to-mouth existence.  Whether
it's been H1N1, or SARS, or recession, or high fuel prices, or
volcanoes -- we're just sort of living hand-to-mouth here.  And
the merger gives us an opportunity to create a great airline that
will endure, that will provide job security, that will provide
retirement security, that will provide profitability, will help us
invest in our people and our products so we can stay competitive
and have a bright future going forward.  It's a really exciting
opportunity. It's a once-in-a-lifetime opportunity and now is the
right time to do it."

According to Continental's "Daily News Update" -- which is
circulated via e-mail to employees and other selected individuals
on June 4, 2010 -- Houston Mayor Annise Parker has formed a panel
of civic, business and educational leaders to advise the city of
Houston on the impact of the CO-UA merger.  Ms. Parker said the
city is ready to support CO, but that she wants to have all of the
needed information because the Houston area has much at stake in
the merger.  After meeting with Jeff on Friday, the mayor told
radio station KUHF that she and Jeff believe the number of jobs in
Houston will grow over time because of Houston's critical position
in the combined airline's system.

In a statement this week, Mr. Smisek said, "Continental looks
forward to working with the mayor's advisory panel, as Houstonians
will benefit from our merger with United Airlines.  After the
merger, Continental will continue to be among the top private
employers in Houston, and will continue to be a good corporate
citizen, as we have always been.  Our hub at Bush Intercontinental
Airport will be the largest hub in the world's most comprehensive
airline network and serve as the premier gateway to Latin America.
In fact, we expect net job gain in Houston over time through
growth at Bush Intercontinental as we expand our Houston service
as a result of the merger."

                   About Continental Airlines

Houston, Texas-based Continental Airlines (NYSE: CAL) --
http://www.continental.com/-- is the world's fifth largest
airline.  Continental, together with Continental Express and
Continental Connection, has more than 2,700 daily departures
throughout the Americas, Europe and Asia, serving 132 domestic and
137 international destinations.  Continental is a member of Star
Alliance, which overall offers more than 21,050 daily flights to
1,167 airports in 181 countries through its 27 member airlines.
With more than 40,000 employees, Continental has hubs serving New
York, Houston, Cleveland and Guam, and together with its regional
partners, carries approximately 63 million passengers per year.

At December 31, 2009, Continental had total assets of
$12.781 billion against total current liabilities of
$4.389 billion; long-term debt and capital leases of
$5.291 billion; deferred income taxes of $203 million; accrued
pension liability of $1.248 billion; accrued retiree medical
benefits of $216 million; and other liabilities of $844 million.
At December 31, 2009, the Company had accumulated deficit of
$442 million, accumulated other comprehensive loss of
$1.185 billion and stockholders' equity of $590 million.  The
December 31 balance sheet showed strained liquidity: Continental
had total current assets of $4.373 billion against total current
liabilities of $4.389 billion.

                          *     *     *

As reported by the Troubled Company Reporter on May 5, 2010, Fitch
Ratings has affirmed the Issuer Default Rating for Continental
Airlines, Inc., at 'B-' and the senior unsecured rating at
'CC/RR6' following the announcement of the planned merger between
CAL and UAL Corp.  The Rating Outlook for CAL is Stable.

The TCR on May 5, 2010, also said Standard & Poor's Ratings
Services placed its 'B' corporate credit rating on Continental
Airlines, and S&P's ratings on its secured and unsecured debt, on
CreditWatch with negative implications.  S&P also placed its
ratings on Continental's enhanced equipment trust certificates on
CreditWatch with developing implications.  Although S&P's recovery
ratings on selected Continental unsecured debt are unaffected by
the rating action, S&P will review them as well.

                    About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for Chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors.  Judge Eugene R. Wedoff
confirmed a reorganization plan for United on Jan. 20, 2006.  The
Company emerged from bankruptcy on Feb. 1, 2006.

Reorganized UAL Corp. carries a 'Caa1' probability of default
rating from Moody's, 'B-' long term foreign issuer credit rating
from Standard & Poor's, and 'CCC' long term issuer default rating
from Fitch.


U.S. CONCRETE: Contested Plan Headed for Vote
---------------------------------------------
Bill Rochelle at Bloomberg News reports that U.S. Concrete Inc.
has received approval of the disclosure statement explaining its
proposed Chapter 11 plan.  The bankruptcy judge, anticipating that
the Plan will face staunch opposition from shareholders, scheduled
a three-day confirmation hearing to begin July 23 and continue on
July 28 and 29.

According to Bloomberg, the order formally approving the
disclosure statement will be signed when changes are made.
Creditors can begin voting when the disclosure statement is
formally approved.

The Plan reduces debt by $285 million through conversion of 8.325%
subordinated notes into the new equity.  Shareholders oppose the
plan because they contend the offer of warrants for 15% of the
stock is inadequate.

The bankruptcy judge scheduled an expedited hearing for June 18 to
consider a motion for the appointment of an official committee to
represent shareholders. Having an official committee would mean
the company, not individual shareholders, would pay the cost of
fighting plan confirmation.

                         About U.S. Concrete

Houston, Tex.-based U.S. Concrete, Inc., aka RMX Industries, Inc.,
is a major producer of ready-mixed concrete, precast concrete
products and concrete-related products in select markets in the
United States.

The Company filed for Chapter 11 bankruptcy protection on
April 29, 2010 (Bankr. D. Del. Case No. 10-11407).  Patrick J.
Nash Jr., Esq., and Ross M. Kwasteniet, Esq., at Kirkland & Ellis
LLP, assist the Company in its restructuring effort as bankruptcy
counsel.  James E. O'Neill, Esq., Laura Davis Jones, Esq., and
Mark M. Billion, Esq., at Pachulski Stang Ziehl & Jones LLP, is
the Company's co-counsel.  Epiq Bankruptcy Solutions is the
Company's claims agent.

According to the schedules, the Company says that assets total
$389,160,000 while debts total $399,351,000.

The Debtor's affiliates, Alberta Investments, Inc., et al., filed
separate Chapter 11 petitions on April 29, 2010.


U.S. CONCRETE: Equity Holders Want Official Committee
-----------------------------------------------------
A group of 20 individual holders of the common equity of U.S.
Concrete, Inc., filed a motion asking Judge Peter Walsh of the
Delaware bankruptcy court to appoint an official committee of
equity security holders in the chapter 11 cases of the company and
its affiliates, netDockets Blog reports.  The report relates that
the group of equity holders, which reportedly hold over 6.2% of
the outstanding common shares of U.S. Concrete, includes the
original founders of U.S. Concrete and "significant members of
prior management" of the company according to the motion.

According to netDockets, the motion is the latest in a line of
similar motions filed over the past year in the Delaware
bankruptcy court, which have been largely unsuccessful.

U.S. Concrete, the report discloses, filed revised versions of its
proposed disclosure statement and plan of reorganization with the
bankruptcy court, but the distributions to creditors and
shareholders do not appear to have been materially changed.  The
report relates that the structure of the distributions is based
upon a valuation of the reorganized U.S. Concrete from Lazard
Freres & Co., LLC, the company's financial advisors, which posits
a total enterprise value for the reorganized companies within a
range of $180 to $208 million with a mid-point estimate of
$194 million.  The equity holders challenge this valuation and the
methodolgies utilized by Lazard, the report adds.  Net Dockets
Blog says that to that end, they have retained Gordian Group, LLC
and assert that the reorganized companies' valuation could exceed
$450 million, which would provide significant value for existing
equityholders.

The report notes that among the chief complaints regarding
Lazard's valuation methodology, the equity holders challenge
Lazard's use of Comparable Company Analysis and Precedent
Transaction Analysis (which were weighted 40% and 20%,
respectively, in Lazard's valuation).  The report adds that they
assert that both analyses "may be unreliable" and only Discounted
Cash Flow analysis (which comprised the remaining 40% of Lazard's
valuation weighting) should have been used; and that the discount
rate (14.5-15.5%) used by Lazard in its DCF analysis is too high
and that a 10% discount rate is more appropriate and "logical for
a mundane business such as the concrete industry."

                        Prepackaged Plan

U.S. Concrete voluntarily filed for Chapter 11 protection to
effectuate a restructuring premised on the terms of a
Restructuring and Lock-Up Agreement that the company entered into
with an informal committee of its noteholders.  The terms of the
restructuring agreement provided for the payment in full of
secured and general unsecured claims, the exchange of noteholders'
claims for all of the new equity in the reorganized company, and a
new stock option plan for U.S. Concrete's management.  Existing
equity would be cancelled under the proposed restructuring plan
and existing equity holders would receive only warrants to acquire
up to 15% of the new equity in two tranches, the report says.

                         About U.S. Concrete

Houston, Tex.-based U.S. Concrete, Inc., aka RMX Industries, Inc.,
is a major producer of ready-mixed concrete, precast concrete
products and concrete-related products in select markets in the
United States.

The Company filed for Chapter 11 bankruptcy protection on
April 29, 2010 (Bankr. D. Del. Case No. 10-11407).  Patrick J.
Nash Jr., Esq., and Ross M. Kwasteniet, Esq., at Kirkland & Ellis
LLP, assist the Company in its restructuring effort as bankruptcy
counsel.  James E. O'Neill, Esq., Laura Davis Jones, Esq., and
Mark M. Billion, Esq., at Pachulski Stang Ziehl & Jones LLP, is
the Company's co-counsel.  Epiq Bankruptcy Solutions is the
Company's claims agent.

According to the schedules, the Company says that assets total
$389,160,000 while debts total $399,351,000.

The Debtor's affiliates, Alberta Investments, Inc., et al., filed
separate Chapter 11 petitions on April 29, 2010.


US FOODSERVICE: Bank Debt Trades at 13% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which U.S. Foodservice,
Inc., is a borrower traded in the secondary market at 86.81 cents-
on-the-dollar during the week ended Friday, June 4, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 0.60
percentage points from the previous week, The Journal relates.
The Company pays 275 basis points above LIBOR to borrow under the
facility.  The bank loan matures on July 3, 2014, and carries
Moody's B2 rating while it is not rated by Standard & Poor's.  The
debt is one of the biggest gainers and losers among 186 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

U.S. Foodservice, Inc. -- http://www.usfoodservice.com/-- is a
foodservice supplier serving some 250,000 customers from more than
70 distribution facilities.  The Company supplies restaurants,
hotels, school, and other foodservice operators with a wide
variety of food products, including canned and dry foods, meats,
frozen foods, and seafood.  It also distributes kitchen equipment
and cleaning supplies among other non-food supplies.  U.S.
Foodservice distributes both national brand products and its own
private labels.  Tracing its roots to 1853, the company is owned
by private equity firms KKR & Co. and Clayton, Dubilier & Rice.


USEC INC: Toshiba and Babcock & Wilcox to Invest $200 Million
-------------------------------------------------------------
USEC Inc. on May 25, 2010, entered into a Securities Purchase
Agreement with Toshiba Corporation and Babcock & Wilcox Investment
Company, pursuant to which the Company agreed to sell and the
Investors agreed to purchase for an aggregate amount of $200.0
million, subject to various terms and conditions, (1) shares of
Series B-1 12.75% Convertible Preferred Stock, par value $1.00 per
share, (2) shares of Series B-2 11.5% Convertible Preferred Stock,
par value $1.00 per share, and (3) warrants to purchase up to 12.5
million shares of a newly created Class B Common Stock, par value
$0.10 per share at an exercise price of $7.50 per share.

The creation of the Class B Common will require USEC stockholder
approval, so the Warrants will, in lieu thereof until such USEC
stockholder approval and related regulatory approvals have been
obtained, be exercisable for up to 12,500 shares of a newly
created Series C Convertible Participating Preferred Stock, par
value $1.00 per share, at an exercise price of $7,500.00 per
share.  The Transactions will occur in three phases upon the
satisfaction at each phase of certain closing conditions:

     Phase 1: $75 million upon satisfaction of conditions to
              closing, including regulatory reviews

     Phase 2: $50 million upon DOE conditional loan guarantee
              commitment and satisfaction of other conditions to
              closing, including regulatory reviews

     Phase 3: $75 million upon the closing of DOE loan guarantee
              and satisfaction of other conditions to closing,
              including USEC shareholder approval and regulatory
              reviews

Toshiba and B&W will invest equally in each of the phases up to
$100 million each in the aggregate.

The terms of the Preferred Stock will be set forth in certificates
of designation, which will be effective upon filing with the
Delaware Secretary of State in connection with the first closing
and, in the case of the Series B-2 Preferred, the third closing.
The terms of the Class B Common will be set forth in a certificate
of amendment to the Company's Certificate of Incorporation, which
will be submitted to the Company's stockholders for approval,
which approval is a condition to the third closing.

On May 25, 2010, the Company amended its Amended and Restated
Bylaws.  The amendment amends Article II, Section 9 (Nomination of
Directors) and Article III, Section I (Number and Election of
Directors) to make certain changes to permit the election of
directors by the Investors as contemplated by the Transactions.
The amendment also adds a new Section 12 of Article IV relating to
the appointment of officers who are not corporate officers.

A full-text copy of the Company's Form 8-K containing additional
details and conditions is available at no charge at:

               http://ResearchArchives.com/t/s?642a

A full-text copy of the Amended and Restated Bylaws of USEC Inc.,
dated May 25, 2010, is available at no charge at:

               http://ResearchArchives.com/t/s?642b

A full-text copy of the First Amendment dated May 25, 2010, to
Rights Agreement dated April 24, 2001, between USEC Inc. and
Mellon Investor Services LLC, as Rights Agent, is available at no
charge at http://ResearchArchives.com/t/s?642c

A full-text copy of the Securities Purchase Agreement, dated as of
May 25, 2010, by and among USEC Inc., Toshiba Corporation, and
Babcock & Wilcox Investment Company, is available at no charge at:

              http://ResearchArchives.com/t/s?642d

                          About USEC Inc.

Headquartered in Bethesda, Maryland, USEC Inc. (NYSE: USU) --
http://www.usec.com/-- a global energy company, is a supplier of
enriched uranium fuel for commercial nuclear power plants.

The Company's balance sheet at March 31, 2010, showed $3.4 billion
in total assets, $1.0 billion in total current liabilities,
$575.0 million in long term debt, and $556.1 million other long-
term liabilities, for a stockholder's equity of $1.2 billion.

                           *     *     *

According to the Troubled Company Reporter on Dec. 30, 2009, USEC
Inc. has a revolving credit that matures in August and a corporate
rating from Standard & Poor's that recently declined one click to
CCC+, matching the action taken on Dec. 18 by Moody's Investors
Service.

The Troubled Company Reporter on May 28, 2010, reported that
Standard & Poor's Ratings Services said that its rating and
outlook on USEC Inc. (CCC+/Developing/--) are not affected by the
announcement that Toshiba Corp. and Babcock & Wilcox Investment
Co., an affiliate of The Babcock & Wilcox Co., have signed a
definitive investment agreement for $200 million with USEC.


UTSTARCOM INC: Completes Sale of Facility in Hangzhou, China
------------------------------------------------------------
UTStarcom, Inc., said May 26, 2010, that the title has been
transferred to the buyer in relation to its sale of its facility
in Hangzhou, China to the Zhongnan Group of Companies.

Pursuant to the transaction, the Company sold its 2.6 million
square foot manufacturing operations, research and development and
administrative offices facility as well as certain other assets
related to the property for a total purchase price of
RMB950 million -- approximately US$140 million -- or RMB900
million -- approximately US$132 million -- net of taxes.  As of
May 26, the Company has received approximately RMB855 million of
the purchase price and taxes on the transaction have been paid.
The remaining purchase price is to be paid following the
inspection and handover of the property.

UTStarcom is leasing back a portion of the building to maintain
its current operations and presence in Hangzhou.  The leaseback
was to commence May 27, 2010.

"We are very pleased to deliver on our commitment to monetize our
underutilized facility in Hangzhou, China," said Peter Blackmore,
chief executive officer and president of UTStarcom.  "With this
significant infusion of cash, UTStarcom has strengthened its debt
free balance sheet and is in a stronger competitive position."

Jones Lang LaSalle acted as a real estate advisor to the Company.

                          About UTStarcom

UTStarcom, Inc. (Nasdaq: UTSI) -- http://www.utstar.com/-- is a
global leader in IP-based, end-to-end networking solutions and
international service and support.  The Company sells its
solutions to operators in both emerging and established
telecommunications markets around the world.  UTStarcom enables
its customers to rapidly deploy revenue-generating access services
using their existing infrastructure, while providing a migration
path to cost-efficient, end-to-end IP networks.  The Company was
founded in 1991 and is headquartered in Alameda, California.

The Company's balance sheet at March 31, 2010, showed
$882.9 million in total assets and $642.2 million in total
liabilities for a $240.7 million stockholders' equity.

                        Going Concern Doubt

The Company has recorded operating losses in 19 of the 20
consecutive quarters in the period ended December 31, 2009.  At
December 31, 2009, the Company had an accumulated deficit of
$1.067 billion.  While operating results are expected to improve
in 2010 compared with prior years, management expects the Company
to continue to incur losses in 2010.


VALASSIS COMMS: Bank Debt Trades at 3% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Valassis
Communications, Inc., is a borrower traded in the secondary market
at 96.75 cents-on-the-dollar during the week ended Friday, June 4,
2010, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents a drop of
1.05 percentage points from the previous week, The Journal
relates.  The Company pays 175 basis points above LIBOR to borrow
under the facility.  The bank loan matures on March 2, 2014, and
carries Moody's Ba1 rating and Standard & Poor's BB+ rating.  The
debt is one of the biggest gainers and losers among 186 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

As reported by the Troubled Company Reporter on May 6, 2010,
Standard & Poor's raised its corporate credit and issue-level
ratings on Valassis Communications, Inc.  S&P raised the corporate
credit rating to 'BB-' from 'B+'.  The ratings were removed from
CreditWatch, where they were placed with positive implications
Feb. 1, 2010.  The rating outlook is stable.

At the same time, S&P revised its recovery rating on the company's
senior secured credit facility, comprising a $50 million revolving
line of credit due 2012, a $354 million term loan B due 2014, and
a $117 million delayed draw term loan due 2014.  S&P revised the
recovery rating to '1', indicating its expectation of very high
(90% to 100%) recovery for lenders in the event of a payment
default, from '2'.  The issue-level rating was raised to 'BB+'
(two notches higher than the 'BB-' corporate credit rating) from
'BB-', in accordance with S&P's notching criteria for a '1'
recovery rating.

S&P also revised its recovery rating on the company's 8.25% senior
notes due 2015 to '4', indicating its expectation of average (30%
to 50%) recovery for noteholders in the event of a payment
default, from '6'.  The issue-level rating was raised to 'BB-'
(the same level as the 'BB-' corporate credit rating) from 'B-',
in accordance with S&P's notching criteria for a '4' recovery
rating.

The change in recovery ratings reflects the amendment to Valassis'
credit agreement, which reduces the company's revolving credit
commitment and allows for the use of legal settlement proceeds to
repurchase a portion of outstanding senior unsecured debt.

Valassis Communications, Inc., offers a wide range of promotional
and advertising products including shared (direct) mail (about 57%
of FY 2009 revenue), free-standing inserts (16%), neighborhood
targeting (20%), sampling, coupon clearing and consulting and
analytic services.  Annual revenue approximates $2.2 billion.


VELOCITA WORLDWIDE: Former Workers Off Hook for Secrets Settlement
------------------------------------------------------------------
Bankruptcy Law360 reports that a federal appeals court has ruled
there is no implied contractual obligation for employees of
Velocita Worldwide Logistics Inc. to fund a $1.85 million trade
secrets settlement, despite the fact that the workers agreed to be
"jointly and individually" liable.

Wednesday's ruling, in the U.S. Court of Appeals for the Fifth
Circuit, marked a second appellate defeat for bankruptcy trustee
Daniel Sherman, who lodged an adversary complaint in
December 2006, according to Law360.


VISUAL MANAGEMENT: Posts $844,931 Net Loss in Q1 2010
-----------------------------------------------------
Visual Management Systems, Inc., filed its quarterly report on
Form 10-Q, reporting a net loss of $844,931 on $440,867 of revenue
for the three months ended March 31, 2010, compared with a net
loss of $680,896 on $851,360 of revenue for the same period ended
March 31, 2009.

The Company's balance sheet as of March 31, 2010, showed
$1,609,861 in assets and $11,967,290 of liabilities, for a
stockholders' deficit of $10,357,429.

Sobel & Co., LLC, in Livingston, 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 suffered recurring losses from operations, has
experienced a deficiency of cash from operations and lacks
sufficient liquidity to continue its operations.

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

               http://researcharchives.com/t/s?6419

Visual Management Systems, Inc. designs and sells computer-based
video protective technology solutions, including digital video
recorders and other surveillance products.  The Company is New
Jersey-based and began operations in June 2003.


VITOIL-SCOTTISH: Hearing on Trustee Appointment Set for June 22
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
will consider at a hearing on June 22, 2010, at 10:00 a.m., the
motions to appoint a Chapter 11 trustee; and to dismiss or convert
Vitoil-Scottish, LLC's Chapter 11 case.  The hearing will be held
at Courtroom 303, 21041 Burbank Blvd, Woodland Hills, California.
Objections, if any, are due 14 days before the designated hearing.

The U.S. Trustee for Region 16 sought for the dismissal or
conversion of the Debtor's Chapter 11 case to one under Chapter 7
of the Bankruptcy Code.

The U.S. Trustee explained that, among other things:

   a) there is substantial or continuing loss to or diminution of
      the estate and the absence of a reasonable likelihood of
      rehabilitation;

   b) the Debtor mismanaged the estate;

   c) the Debtor failed to maintain appropriate insurance that
      poses a risk to the estate or to the public.

In a separate filing, creditor US Bank National Association asked
the Court to appoint a Chapter 11 trustee in the case of the
Debtor because the Debtor mismanage the two-phase, 168-unit
condominium project known as Venetian Terraces.  The creditor said
that the appointed trustee must take control of the project which
is now a complete standstill, and any remaining value is in
imminent risk of being lost.

                    About Vitoil-Scottish, LLC

Studio City, California-based Vitoil-Scottish, LLC, filed for
Chapter 11 bankruptcy protection on April 22, 2010 (Bankr. C.D.
Calif. Case No. 10-14734).  Ron Bender, Esq., who has an office in
Los Angeles, California, assists the Company in its restructuring
effort.  The Company estimated its assets and debts at $10,000,001
to $50,000,000.


WASHINGTON MUTUAL: Judge Delays Ruling on Disclosure Statement
--------------------------------------------------------------
U.S. Bankruptcy Judge Mary Walrath has delayed ruling on the
adequacy of the information in the disclosure statement explaining
the Chapter 11 plan of Washington Mutual Inc.  According to Bill
Rochelle at Bloomberg News, the delay resulted from shareholders'
opposition to the global settlement grafted onto WaMu's proposed
Chapter 11 plan.  The equity committee sought documents from WaMu
reflecting the Company's opinion of the strength of the claims
being given up in the settlement. WaMu refused to turn over
documents, claiming they are protected by the attorney-client
privilege or were attorneys' work products that can't be given to
an outsider.

According to the Bloomberg report, Judge Walrath observed at the
June 3 hearing that standing behind the privileges would delay her
ability to send the explanatory disclosure statement to creditors.
She said that WaMu ultimately must explain the Company's
evaluations of the claims in establishing why she should sanction
the settlement.  The judge told the parties to work out a schedule
for providing documents and report to her at a June 17 hearing.

Judge Walrath, Bloomberg relates, also said that WaMu's reluctance
to turn over documents was leading her to rethink her denial of a
motion by shareholders for the appointment of an examiner to
investigate the merits of the settlement.  She invited the
shareholders to file another motion for an examiner.

                      Discovery Procedures

Bankruptcy Law360 reports that Washington Mutual agreed at a
hearing Thursday to discuss discovery procedures with equity
holders and others objecting to its disclosure statement, slowing
down the bank's emergence from bankruptcy.  Brian Rosen, a partner
at Weil Gotshal & Manges LLP representing WaMu, said in a brief
telephone interview that the bank withdrew its motion for
discovery procedures, according to Law360.

                       Third Amended Plan

BankruptcyData.com reports that Washington Mutual filed a Third
Amended Plan of Reorganization and related Disclosure Statement
with the U.S. Bankruptcy Court.  The Debtors submitted the
Disclosure Statement pursuant to Section 1125 of the Bankruptcy
Code in connection with the solicitation of acceptances and
rejections with respect to the Third Amended Joint Plan of
Affiliated Debtors pursuant to Chapter 11 of Bankruptcy Code.

BData says the Plan and the Global Settlement Agreement
contemplate that funds in excess of approximately $7 billion will
be available for distribution to the Debtors' creditors on account
of their claims.

                      About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over September 25 by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

Peter Calamari, Esq., and David Elsberg, Esq., at Quinn Emanuel
Urquhart Oliver & Hedges, LLP, served as legal counsel to WMI with
responsibility for the litigation.  Brian Rosen, Esq., at Weil,
Gotshal & Manges LLP served as legal counsel to WMI with
responsibility for the Chapter 11 case.

Bankruptcy Creditors' Service Inc. publishes Washington Mutual
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Washington Mutual Inc. (http://bankrupt.com/newsstand/or
215/945-7000).


WEST CORP: 2013 Bank Debt Trades at 7% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which West Corporation
is a borrower traded in the secondary market at 93.29 cents-on-
the-dollar during the week ended Friday, June 4, 2010, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 0.67 percentage points
from the previous week, The Journal relates.  The Company pays
237.5 basis points above LIBOR to borrow under the facility.  The
bank loan matures on May 11, 2013, and carries Moody's B1 rating
and Standard & Poor's BB- rating.  The debt is one of the biggest
gainers and losers among 186 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

Founded in 1986 and headquartered in Omaha, Nebraska, West
Corporation -- http://www.west.com/-- provides outsourced
communication solutions to many of the world's largest companies,
organizations and government agencies.  West Corporation has a
team of 41,000 employees based in North America, Europe and Asia.


WEST CORP: 2016 Bank Debt Trades at 5% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which West Corporation
is a borrower traded in the secondary market at 94.75 cents-on-
the-dollar during the week ended Friday, June 4, 2010, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 1.79 percentage points
from the previous week, The Journal relates.  The Company pays 387
basis points above LIBOR to borrow under the facility, which
matures on July 1, 2016.  The bank debt carries Moody's B1 rating
while it is not rated by Standard & Poor's.  The debt is one of
the biggest gainers and losers among 186 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

Founded in 1986 and headquartered in Omaha, Nebraska, West
Corporation -- http://www.west.com/-- provides outsourced
communication solutions to many of the world's largest companies,
organizations and government agencies.  West Corporation has a
team of 41,000 employees based in North America, Europe and Asia.


WESTMORELAND COAL: Reports Results of May 20 Annual Meeting
-----------------------------------------------------------
Westmoreland Coal Company reported that at the Annual Meeting of
its Stockholders held on May 20, 2010, the stockholders voted on
these three proposals:

     -- Proposal for the election by the holders of Common Stock
        of four directors to the Board of Directors to serve for a
        one-year term.  These directors were elected:

        * Keith E. Alessi;
        * Thomas J. Coffey;
        * Michael R. D'Appolonia; and
        * Richard M. Klingaman

     -- Proposal for the election by the holders of Series A
        Convertible Exchangeable Preferred Stock, each share of
        which is represented by four Depositary Shares, of two
        additional directors to the Board of Directors to serve
        for a one-year term:

        * William M. Stern; and
        * Frank T. Vicino, Jr.

     -- Proposal for the ratification of the appointment by the
        Audit Committee of Ernst & Young LLP as principal
        independent auditor for fiscal year.

As of the close of business on the record date for the meeting,
which was March 26, 2010, there were 10,619,309 shares of common
stock and 640,515 depositary shares outstanding and entitled to
vote at the meeting. Each share of common stock and each
depositary share was entitled to one vote per share.

                      About Westmoreland Coal

Based in Colorado Springs, Colorado, Westmoreland Coal Company
(NYSE Amex:WLB) -- http://www.westmoreland.com/-- is the oldest
independent coal company in the United States.  The Company's coal
operations include coal mining in the Powder River Basin in
Montana and lignite mining operations in Montana, North Dakota and
Texas.  Its power operations include ownership of the two-unit
Roanoke Valley coal-fired power plant in North Carolina.

At March 31, 2010, the Company had total assets of $778.518
million against total liabilities of $921.296 million and non-
controlling interest of $2.707 million, resulting in total deficit
of $142.778 million.  The Company's balance sheet at March 31,
2010, showed strained liquidity: The Company had total current
assets of $119.022 million against total current liabilities of
$181.615 million.

Westmoreland Coal said there is substantial doubt about its
ability to continue as a going concern, citing its recurring
losses from operations, violation of a debt covenant by a
subsidiary, its working capital deficit, and its net capital
deficiency.

Westmoreland Resources, Inc., did not comply with its amended net
worth requirement contained in its Business Loan Agreement at
April 30, 2010, and does not expect to meet this requirement for
at least the next 12 months.  Westmoreland Coal has classified
WRI's $11.4 million term debt as a current liability.


WESTMORELAND COAL: Todd Myers Steps Down as VP of Coal Sales
------------------------------------------------------------
Todd Myers on May 27, 2010, notified Westmoreland Coal Company
that he is resigning as Vice President of Coal Sales effective as
of July 5, 2010.

                      About Westmoreland Coal

Based in Colorado Springs, Colorado, Westmoreland Coal Company
(NYSE Amex:WLB) -- http://www.westmoreland.com/-- is the oldest
independent coal company in the United States.  The Company's coal
operations include coal mining in the Powder River Basin in
Montana and lignite mining operations in Montana, North Dakota and
Texas.  Its power operations include ownership of the two-unit
Roanoke Valley coal-fired power plant in North Carolina.

At March 31, 2010, the Company had total assets of $778.518
million against total liabilities of $921.296 million and non-
controlling interest of $2.707 million, resulting in total deficit
of $142.778 million.  The Company's balance sheet at March 31,
2010, showed strained liquidity: The Company had total current
assets of $119.022 million against total current liabilities of
$181.615 million.

Westmoreland Coal said there is substantial doubt about its
ability to continue as a going concern, citing its recurring
losses from operations, violation of a debt covenant by a
subsidiary, its working capital deficit, and its net capital
deficiency.

Westmoreland Resources, Inc., did not comply with its amended net
worth requirement contained in its Business Loan Agreement at
April 30, 2010, and does not expect to meet this requirement for
at least the next 12 months.  Westmoreland Coal has classified
WRI's $11.4 million term debt as a current liability.


WORLDSPACE INC: CEO Samara's Yazmi Buys Satellites for $5.5-Mil.
----------------------------------------------------------------
WorldSpace Inc. won approval from the Bankruptcy Court to sell its
two satellites to Chief Executive Officer Noah Samara.
Mr. Samara's Yazmi USA LLC will be buying the assets for $5.5
million, plus payment of specified expenses.

Bill Rochelle at Bloomberg News notes that Mr. Samara would be
buying the business for a fraction of the price he originally was
under contract to pay.  WorldSpace negotiated two sales of the
assets.  Both fell through.  The first sale, for $28 million, was
to have been to Yenura Pte, a company Mr. Samara controlled.
WorldSpace terminated the contract, contending Yenura was in
breach for failure to pay the agreed price.

Absent the sale, WorldSpace was authorized in March to bring the
satellites out of orbit.  Destroying the satellites appeared
necessary after Liberty Satellite Radio LLC terminated talks that
had led to an agreement in principle after six months of talks.

                       About WorldSpace Inc.

WorldSpace, Inc. (WRSPQ.PK) -- http://www.1worldspace.com/--
provides satellite-based radio and data broadcasting services to
paying subscribers in 10 countries throughout Europe, India, the
Middle East, and Africa.  1worldspace(TM) satellites cover two-
thirds of the earth and enable the Company to offer a wide range
of services for enterprises and governments globally, including
distance learning, alert delivery, data delivery, and disaster
readiness and response systems.  1worldspace(TM) is a pioneer of
satellite-based digital radio services.

The Debtors and their affiliates operate two geostationary
satellites, AfriStar and Asia Star, which are in orbit over Africa
and Asia.  The Debtor and two of its affiliates filed for Chapter
11 bankruptcy protection on October 17, 2008 (Bankr. D. Del., Case
No. 08-12412 - 08-12414).  James E. O'Neill, Esq., Laura Davis
Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl
& Jones, LLP, represent the Debtors as counsel.  Kurtzman Carson
Consultants serves as claims and notice agent.  Neil Raymond
Lapinski, Esq., and Rafael Xavier Zahralddin-Aravena, Esq., at
Elliot Greenleaf, represent the Official Committee of Unsecured
Creditors.  When the Debtors filed for bankruptcy, they listed
total assets of $307,382,000 and total debts of $2,122,904,000.


YRC WORLDWIDE: 2010 Stockholders' Meeting Set for June 29
---------------------------------------------------------
The 2010 Annual Meeting of Stockholders of YRC Worldwide Inc. will
be held at the Company's General Office, 10990 Roe Avenue,
Overland Park, Kansas, June 29, 2010 at 10:00 a.m., Central time,
to consider these matters:

     -- The election of directors;
     -- The approval of the YRC Worldwide Inc. Second Union
        Employee Option Plan;
     -- The approval of an amendment to the YRC Worldwide Inc.
        2004 Long-Term Incentive and Equity Award Plan and
        re-approval of such plan pursuant to Section 162(m) of the
        Internal Revenue Code, as amended;
     -- The ratification of the appointment of KPMG LLP as the
        Company's independent registered public accounting firm
        for 2010; and
     -- The transaction of any other business as may properly come
        before the Annual Meeting or any reconvened meeting after
        an adjournment.

The nominees to the board of directors are:

     -- Eugene I. Davis;
     -- Dennis E. Foster;
     -- Marnie S. Gordon;
     -- Beverly K. Goulet;
     -- Mark E. Holliday;
     -- John A. Lamar;
     -- William L. Trubeck;
     -- Carl W. Vogt; and
     -- William D. Zollars

The Board of Directors has fixed the close of business on May 7,
2010, as the record date for the determination of stockholders
entitled to notice of, and to vote at, the Annual Meeting or any
reconvened meeting after any adjournments of the Annual Meeting.

A full-text copy of the Company's proxy statement is available at
no charge at http://ResearchArchives.com/t/s?6429

                        About YRC Worldwide

Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ:
YRCW) -- http://www.yrcw.com/-- is a holding company that through
wholly owned operating subsidiaries offers its customers a wide
range of transportation services.  These services include global,
national and regional transportation as well as logistics.

The Company's balance sheet as of March 31, 2010, showed
$2.919 billion in assets and $3.024 billion of liabilities, for a
stockholders' deficit of $104.9 million.

                          *     *     *

As reported in the Troubled Company Reporter on March 18, 2010,
KPMG LLP, in Kansas City, Missouri, expressed substantial doubt
about YRC Worldwide's ability to continue as a going concern in
its report on the Company's consolidated financial statements as
of and for the year ended December 31, 2009.  The independent
auditors noted that the Company has experienced significant
declines in operations, cash flows, and liquidity.


YRC WORLDWIDE: Forms Joint Committees with IBT
----------------------------------------------
YRC Worldwide Inc. said May 24, 2010, that the joint committees
representing International Brotherhood of Teamsters leadership and
YRC Worldwide management are being formed to address the company's
competitiveness and reentry into union pension plans.  In
addition, Teresa Ghilarducci has been nominated by the IBT to join
the YRC Worldwide board of directors.  Ms. Ghilarducci's
nomination is in conjunction with the most recent Memorandum of
Understanding between the union and the company.

"The self-help recovery that the company and union accomplished
together has stabilized the business and put us back on the path
to success," said William D. Zollars, chairman, president and CEO
of YRC Worldwide.  "As customers continue to increase their
business with YRC Worldwide, and the company returns to
profitability, these efforts will provide further momentum as we
focus on additional improvements to solidify the company's
industry leading position."

Ms. Ghilarducci is a professor of economics and the Bernard L. and
Irene Schwartz Professor of Economic Policy Analysis in the
Department of Economics at the New School for Social Research, New
York.  "We look forward to Teresa's election and participation on
the board," said Mr. Zollars.

Upon Ms. Ghilarducci's election, Carl W. Vogt will resign from the
board.

On May 25, 2010, Mr. Zollars was slated to deliver a Company
presentation at the Wolfe Trahan & Co. Global Transportation
Conference.  The presentation is available at no charge at
http://ResearchArchives.com/t/s?6428

                        About YRC Worldwide

Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ:
YRCW) -- http://www.yrcw.com/-- is a holding company that through
wholly owned operating subsidiaries offers its customers a wide
range of transportation services.  These services include global,
national and regional transportation as well as logistics.

The Company's balance sheet as of March 31, 2010, showed
$2.919 billion in assets and $3.024 billion of liabilities, for a
stockholders' deficit of $104.9 million.

                          *     *     *

As reported in the Troubled Company Reporter on March 18, 2010,
KPMG LLP, in Kansas City, Missouri, expressed substantial doubt
about YRC Worldwide's ability to continue as a going concern in
its report on the Company's consolidated financial statements as
of and for the year ended December 31, 2009.  The independent
auditors noted that the Company has experienced significant
declines in operations, cash flows, and liquidity.


YUCCA GROUP: Court Approves Access to Lender's Cash Collateral
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
approved the second stipulation authorizing The Yucca Group, LLC,
to access the lender's cash collateral.

As adequate protection for any diminution in value of the lender's
collateral, the Debtors will grant the lender postpetition liens.

Headquartered in Woodland Hills, California, The Yucca Group, LLC
aka Metro Modern Developers filed for Chapter 11 on February 24,
2010 (Bankr. C.D. Calif. Case No. 10-12079.)  Friedman Law Group
assist the Debtor in its restructuring effort.  In its petition,
the Debtor listed assets and liabilities both ranging from
$10,000,001 to $50,000,000.


YUKON-NEVADA GOLD: Posts $51.4 Million Net Loss for Q1 2010
-----------------------------------------------------------
Yukon-Nevada Gold Corp. filed its quarterly report on Form 10-Q,
reporting a net loss of $51.4 million on $10.2 million of revenue
for the three months ended March 31, 2010, compared with a net
loss of $5.2 million on zero revenue for the same period ended
March 31, 2009.

The increased loss primarily arise from the $43.6 million
financing charge related to the inducement warrants issued in
early 2010.

The Company's balance sheet as of March 31, 2010, showed
$195.7 million in assets, $97.9 million of liabilities, and
$97.8 million of stockholders' equity.

As reported in the Troubled Company Reporter on April 6, 2010,
KPMG LLP, in Vancouver, Canada, expressed substantial doubt about
the Company's ability to continue as a going concern.  The
independent auditors noted that of the Company's continuing losses
and negative working capital as at December 31, 2009.

The Company had a cash balance of $2.1 million as of March 31,
2010, and a negative working capital balance of $29.9 million. The
cash on hand at March 31, 2010, is not sufficient to maintain the
ongoing operations of the Company without continuing funds from
operations.

A full-text copy of the interim consolidated financial statements
for the three months ended March 31, 2010, is available at no
charge at http://researcharchives.com/t/s?641a

A full-text copy of management's discussion and analysis for the
three months ended March 31, 2010, is available at no charge at:

               http://researcharchives.com/t/s?641b

Based in Vancouver, Canada, Yukon-Nevada Gold Corp. (TSE: YNG;
FXE: NG6) -- http://www.yukon-nevadagold.com/-- is a North
American gold producer in the business of discovering, developing
and operating gold deposits.  The Company holds a diverse
portfolio of gold, silver, zinc and copper properties in the Yukon
Territory and British Columbia in Canada and in Arizona and Nevada
in the United States.  The Company's focus has been on the
acquisition and development of late stage development and
operating properties with gold as the primary target.


ZALE CORP: Has Until June 15 to Pay Citi under Credit Card Deal
---------------------------------------------------------------
Zale Corporation previously announced that Citibank (South
Dakota), N.A., had provided notice that Citibank would terminate
the Merchant Services Agreement, dated as of July 10, 2000,
between Citibank and two of the Company's wholly owned
subsidiaries, unless the Company paid Citibank $6 million on or
before April 1, 2010, for a shortfall to the minimum volume of
credit sales as set forth in the Agreement.  Through prior
agreements dated March 29, 2010 and April 29, 2010, Citibank and
the Company agreed to extend the April 1, 2010 payment deadline to
May 31, 2010.  On May 28, 2010, Citibank and the Company entered
into an agreement to extend the May 31, 2010 deadline to June 15,
2010.  The Company and Citibank have entered into negotiations for
a replacement for the Agreement, and in connection with the most
recent extension the Company agreed to negotiate exclusively with
Citibank through June 15, 2010.

                         About Zale Corp.

Dallas, Texas-based Zale Corporation (NYSE: ZLC) --
http://www.zalecorp.com/-- is a specialty retailer of diamonds
and other jewelry products in North America, operating roughly
1,900 retail locations throughout the United States, Canada and
Puerto Rico, as well as online.  Zale Corporation's brands include
Zales Jewelers, Zales Outlet, Gordon's Jewelers, Peoples
Jewellers, Mappins Jewellers and Piercing Pagoda.  Zale also
operates online at www.zales.com, www.zalesoutlet.com and
www.gordonsjewelers.com

As reported by the Troubled Company Reporter on February 10, 2010,
The Deal.com's Sara Behunek reported that analysts said bankruptcy
looms for Zale if it fails to restructure its debt and put in
place a solid merchandising strategy.


ZALE CORP: Reports $12.1 Million Net Loss for April 30 Quarter
--------------------------------------------------------------
Zale Corporation on May 26, 2010, reported that for the third
fiscal quarter ended April 30, 2010, it had a net loss of
$12.1 million, or $0.38 per share, compared to a net loss of
$19.5 million, or $0.61 per share, in the comparable period in
the prior year.  Aggregate revenues for the quarter ended
April 30, 2010, were $360 million, a decrease of 5.1% compared
to $379 million during the comparable period in the prior year.

The Company has closed a net amount of 149 retail locations since
April 30, 2009, of which six were closed in the quarter ended
April 30, 2010.

As of April 30, 2010, the Company had total assets of $1.147
billion against total current liabilities of $337.297 million,
long-term debt of $299.300 million, and other liabilities of
$184.879 million, resulting in stockholders' investment of
$326.415 million.

As of April 30, 2010, the Company had outstanding debt of
$299 million compared to $333 million and $368 million as of
April 30, 2009 and January 31, 2010, respectively.  As disclosed
on May 10, 2010, the Company entered into a $150 million senior
secured term loan and an amended and extended revolving credit
facility.  Net proceeds related to these financing activities of
approximately $125 million were used to pay down the revolving
credit facility. Accordingly, total indebtedness and total
available borrowing capacity were approximately $310 million and
$250 million, respectively, as of May 10, 2010.

"We have completed the initial stages of our turnaround plan,"
commented Theo Killion, President and Interim Chief Executive
Officer, in a press statement on May 26.  "With the additional
liquidity that we announced earlier this month, all of our focus
will be on fixing the business in order to return it to
profitability."

"The financial results for the third fiscal quarter of 2010
reflect our continuing discipline with respect to promotional
activity, inventory levels and expense management," commented Matt
Appel, Chief Financial Officer.  "The recent enhancements to our
capital structure provide the necessary foundation for the
execution of our business plan."

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?641c

As reported by the Troubled Company Reporter on May 12, 2010, Zale
closed on a new $150 million, five-year senior secured term loan
provided by Golden Gate Capital, a private equity firm with
extensive experience in the retail sector.  In addition to
interest and fees on the GGC Loan, GGC will receive warrants to
purchase common stock aggregating a 25% equity interest in the
Company on a fully diluted basis once necessary shareholder
approvals are obtained.  Two representatives of Golden Gate
Capital were also elected to serve on the Company's Board of
Directors.

The Company has also closed on a new bank credit facility that
amends and extends its existing asset-backed credit facility.  The
New Bank Facility consists of two tranches -- an extended tranche
and a non-extended tranche:

     (A) The extended tranche has total commitments of
         $530 million, including an $88 million seasonal
         adjustment, and expires April 30, 2014.

     (B) The non-extended tranche has total commitments of
         $120 million, including a $20 million seasonal
         adjustment, and expires August 11, 2011.

The New Bank Facility has aggregate commitments of $650 million,
including a $108 million seasonal adjustment.  Previously, the
Company's credit facility totaled $600 million, including a
$100 million seasonal adjustment.  After application of the net
proceeds of the GGC Loan to repay outstanding indebtedness under
its existing bank facility, the Company expects to have
approximately $160 million in outstanding indebtedness, and
available liquidity of approximately $250 million.

The New Bank Facility is led by Bank of America, N.A.,
administrative agent, and General Electric Capital Corporation and
Wells Fargo Retail Finance, LLC, as co-borrowing base agents, each
of which has committed $125 million under the New Bank Facility.

The Company also reached agreement with TD Financing Services, a
wholly-owned subsidiary of Toronto-Dominion Bank, to offer a
proprietary credit card program to its Canadian customers
effective July 1, 2010.  The program replaces the Company's
existing agreement with Citi Cards Canada Inc. that expires on
June 30, 2010.  The new Canadian Card Program is for a term of
five years.  The program supports the operations of Peoples
Jewellers and Mappins Jewellers.  The Company had entered
exclusive negotiations with Citibank (South Dakota), N.A., with
the objective of replacing the current U.S. proprietary credit
card program.

                         About Zale Corp.

Dallas, Texas-based Zale Corporation (NYSE: ZLC) --
http://www.zalecorp.com/-- is a specialty retailer of diamonds
and other jewelry products in North America, operating roughly
1,900 retail locations throughout the United States, Canada and
Puerto Rico, as well as online.  Zale Corporation's brands include
Zales Jewelers, Zales Outlet, Gordon's Jewelers, Peoples
Jewellers, Mappins Jewellers and Piercing Pagoda.  Zale also
operates online at www.zales.com, www.zalesoutlet.com and
www.gordonsjewelers.com

As reported by the Troubled Company Reporter on February 10, 2010,
The Deal.com's Sara Behunek reported that analysts said bankruptcy
looms for Zale if it fails to restructure its debt and put in
place a solid merchandising strategy.


ZALE CORP: Bars Directors & Executives from Trading Shares
----------------------------------------------------------
Pursuant to the settlement agreement in an ERISA-based lawsuit
arising out of the decline in 2006 of Zale Corporation's stock
price, the Company agreed to eliminate the Zale Common Stock Fund
from the investment options available under the Company's Savings
and Investment Plan.  To facilitate this elimination, participants
will be unable to trade in the Fund commencing June 22, 2010, at
3:00 p.m. Central Time.  Pursuant to the settlement, notification
of the elimination of the Fund was provided to all participants
and beneficiaries holding Company stock under the 401(k) Plan.

On June 3, 2010, the Company sent a notice to its directors and
executive officers informing them that, as a result of the Fund
elimination, the Sarbanes-Oxley Act of 2002 prohibits them from
directly or indirectly purchasing, selling or otherwise acquiring
or transferring shares of the Company's common stock (including
stock options) acquired in connection with their service as a
director or employment as an executive officer.  The blackout
period commences on June 22, 2010, and ends during the week of
June 27, 2010, once the sale of Company stock held in the 401(k)
Plan has been completed.

Inquiries concerning the trading suspension or blackout period
should be directed to Rhett Butler, Manager of Investor Relations
at (972) 580-4482 or rbutler@zalecorp.com or 901 W. Walnut Hill
Lane, Irving, Texas 75038.

                         About Zale Corp.

Dallas, Texas-based Zale Corporation (NYSE: ZLC) --
http://www.zalecorp.com/-- is a specialty retailer of diamonds
and other jewelry products in North America, operating roughly
1,900 retail locations throughout the United States, Canada and
Puerto Rico, as well as online.  Zale Corporation's brands include
Zales Jewelers, Zales Outlet, Gordon's Jewelers, Peoples
Jewellers, Mappins Jewellers and Piercing Pagoda.  Zale also
operates online at www.zales.com, www.zalesoutlet.com and
www.gordonsjewelers.com

As reported by the Troubled Company Reporter on February 10, 2010,
The Deal.com's Sara Behunek reported that analysts said bankruptcy
looms for Zale if it fails to restructure its debt and put in
place a solid merchandising strategy.


ZALE CORP: To Seek Stockholders' OK to Issue More Shares
--------------------------------------------------------
Zale Corporation filed with the Securities and Exchange Commission
a preliminary proxy statement in connection with the proposed
Special Meeting of Zale Stockholders.  No date has been set yet
for the meeting.  The proposed meeting is to be held at 901 West
Walnut Hill Lane, in Irving, Texas.  The purposes of the Special
Meeting are:

     1. The approval of, for purposes of the New York Stock
        Exchange listing standards, the issuance of shares of
        Common Stock upon (i) the exercise of certain of the
        Warrants issued pursuant to the Warrant and Registration
        Rights Agreement, dated as of May 10, 2010, between Zale
        Corporation and Z Investment Holdings, LLC, and (ii) the
        conversion of the Company's Series A Preferred Stock which
        may be issued upon the exercise of the Warrants in certain
        circumstances pursuant to the Warrant Agreement; and

     2. The approval of the adjournment of the Special Meeting, if
        necessary or appropriate, to solicit additional proxies if
        there is an insufficient number of votes at the meeting to
        approve the proposal.

The Board of Directors recommends stockholders vote FOR each of
the proposals.

The Board of Directors has fixed the close of business on [_____],
2010, as the record date for determining stockholders entitled to
notice of, and to vote at, the Special Meeting,or any adjournment
thereof

A full-text copy of the proxy statement is available at no charge
at http://ResearchArchives.com/t/s?6423

                         About Zale Corp.

Dallas, Texas-based Zale Corporation (NYSE: ZLC) --
http://www.zalecorp.com/-- is a specialty retailer of diamonds
and other jewelry products in North America, operating roughly
1,900 retail locations throughout the United States, Canada and
Puerto Rico, as well as online.  Zale Corporation's brands include
Zales Jewelers, Zales Outlet, Gordon's Jewelers, Peoples
Jewellers, Mappins Jewellers and Piercing Pagoda.  Zale also
operates online at www.zales.com, www.zalesoutlet.com and
www.gordonsjewelers.com

As reported by the Troubled Company Reporter on February 10, 2010,
The Deal.com's Sara Behunek reported that analysts said bankruptcy
looms for Zale if it fails to restructure its debt and put in
place a solid merchandising strategy.


* Bank Failures This Year Now 81 as 3 Banks Shut Friday
-------------------------------------------------------
Regulators on Friday shut down three banks -- TierOne Bank,
Lincoln, NE, Arcola Homestead Savings Bank, Arcola, IL, and First
National Bank, Rosedale, MS, -- on June 4, raising the total banks
shuttered to 81 this year.

The Federal Deposit Insurance Corp. was appointed as receiver for
the closed banks.

The Jefferson Bank of Fayette, Miss., signed a deal to assume all
of the deposits of First National Bank.  Great Western Bank of
Sioux Falls, S.D., is assuming all of the deposits of TierOne
Bank.  The FDIC was unable to find another financial institution
to take over the banking operations of Arcola Homestead Savings
Bank.

In accordance with federal law, allowed claims against failed
financial institutions will be paid, after administrative
expenses, in this order of priority:

     1. Depositors
     2. General Unsecured Creditors
     3. Subordinated Debt
     4. Stockholders

                    2010 Failed Banks List

The FDIC was appointed as receiver for the closed banks.  To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with various banks that agreed to assume the
deposits of most of the closed banks.  The FDIC also entered into
loss-share transactions on assets bought by the banks.

For this year, the failed banks are:

                               Loss-Share
                               Transaction Party     FDIC Cost
                  Assets of    Bank That Assumed   to Insurance
                  Closed Bank  Deposits & Bought      Fund
Closed Bank       (millions)   Certain Assets       (millions)
-----------       ----------   --------------      -----------
TierOne Bank          $2,800.0    Great Western Bank      $297.8
Arcola Homestead         $17.0    -- None --                $3.2
First National Bank      $60.4    Jefferson Bank           $12.6
Sun West Bank           $360.7    City National Bank       $96.7
Granite Community       $102.9    Tri Counties Bank        $17.3
Bank of Fla- Southeast  $595.3    EverBank                 $71.4
Bank of Fla- Southwest  $559.9    EverBank                 $91.3
Bank of Fla- Tampa Bay  $245.2    EverBank                 $40.3
Pinehurst Bank           $61.2    Coulee Bank               $6.0
Southwest Community      $96.6    Simmons First Nat'l      $29.0
New Liberty Bank        $109.1    Bank of Ann Arbor        $25.0
Satilla Community Bank  $135.7    Ameris Bank              $31.3
Midwest Bank & Trust  $3,170.0    Firstmerit Bank         $216.4
1st Pacific Bank        $335.8    City National Bank       $87.7
Access Bank              $32.0    PrinsBank, Prinsburg      $5.5
Towne Bank of Ariz      $120.2    Commerce Bank            $41.8
The Bank of Bonifay     $242.9    First Federal Bank       $78.7
Frontier Bank         $3,500.0    Union Bank, NA        $1,370.0
BC National Banks        $67.2    Community First          $11.4
Champion Bank           $187.3    BankLiberty              $52.7
CF Bancorp            $1,650.0    First Michigan Bank     $615.3
Westernbank PR       $11,940.0    Banco Popular de PR   $3,310.0
R-G Premier Bank      $5,920.0    Scotiabank de PR      $1,230.0
Eurobank, SJ, PR      $2,560.0    Oriental Bank & Trust   $743.9
Lincoln Park Savings    $199.9    Northbrook Bank          $48.4
Peotone Bank            $130.2    First Midwest            $31.7
Wheatland Bank          $437.2    Wheaton Bank            $133.0
New Century Bank        $485.6    MB Financial            $125.3
Citizens Bank&Trust      $77.3    Republic Bank            $20.9
Broadway Bank         $1,200.0    MB Financial            $394.3
Amcore Bank           $3,800.0    Harris                  $220.3
Lakeside Community       $53.0    People's United          $11.2
Innovative Bank         $268.9    Center Bank              $37.8
City Bank             $1,130.0    Whidbey Island          $323.4
Butler Bank             $233.2    People's United          $22.9
AmericanFirst Bank       $90.5    TD Bank, N.A.            $10.5
First Federal           $393.3    TD Bank, N.A.             $6.0
Riverside National    $3,420.0    TD Bank, N.A.           $491.8
Tamalpais Bank          $628.9    Union Bank, N.A.         $81.1
Beach First National    $585.1    Bank of NC              $130.3
McIntosh Commercial     $362.9    CharterBank, West Point $123.3
Desert Hills Bank       $496.6    New York Community Bank $106.7
Unity National Bank     $292.2    Bank of the Ozarks       $67.2
Key West Bank            $88.0    Centennial Bank          $23.1
State Bank of Aurora     $28.2    Northern State Bank       $4.2
First Lowndes Bank      $137.2    First Citizens Bank      $38.3
Bank of Hiawassee       $377.8    Citizens South Bank     $137.7
Appalachian Community $1,010.0    Community & Southern    $419.3
Advanta Bank Corp.    $1,600.0    - None -                $635.6
Century Security         $96.5    Bank of Upson            $29.9
American National        $70.3    National Bank and Trust  $17.1
The Park Avenue Bank    $520.1    Valley National Bank     $50.7
Statewide Bank          $243.2    Home Bank, Lafayette     $38.1
Old Southern Bank       $315.6    Centennial Bank          $94.6
LibertyPointe Bank      $209.7    Valley National          $24.8
Sun American Bank       $535.7    First-Citizens Bank     $103.8
Waterfield Bank         $155.6    {FDIC Created}           $51.0
Centennial Bank         $215.2    Zions Bank               $96.3
Bank of Illinois        $211.7    Heartland Bank           $53.7
Rainier Pacific Bank    $446.2    Umpqua Bank, Roseburg    $95.2
Carson River Community   $51.1    Heritage Bank of Nevada   $7.9
George Washington       $412.8    FirstMerit Bank         $141.4
La Jolla Bank         $3,600.0    OneWest Bank, FSB       $882.3
The La Coste Nat'l       $53.9    Community National        $3.7
Marco Community Bank    $119.6    Omaha Bank               $38.1
1st American State       $18.2    Community Development     $3.1
First National Bank     $832.6    Community & Southern    $260.4
Florida Community       $875.5    Premier American Bank   $352.6
American Marine Bank    $373.2    Columbia State Bank      $58.9
Marshall Bank, N.A.      $59.9    United Valley Bank        $4.1
First Regional Bank   $2,180.0    First-Citizens Bank     $825.5
Comm. Bank & Trust    $1,210.0    SCBT, N.A.              $354.5
Charter Bank          $1,200.0    Charter, Albuquerque    $201.9
Evergreen Bank          $488.5    Umpqua Bank, Roseburg    $64.2
Columbia River Bank   $1,100.0    Columbia State Bank     $172.5
Bank of Leeton           $20.1    Sunflower Bank            $8.1
Premier American Bank   $350.9    Bond Street subsidiary   $85.0
Town Community           $69.6    Bank First American      $17.8
St. Stephen State        $24.7    First State Bank          $7.2
Barnes Banking          $827.8    {DINB Created}          $271.3
Horizon Bank          $1,400.0    Washington Federal      $539.1

In 2009, there were 140 failed banks, compared with just 25 for
2008.

A complete list of banks that failed since 2000 is available at:

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

               775 Banks Now in FDIC's Problem List

The number of institutions on the Federal Deposit Insurance
Corp.'s "Problem List" rose to 775, up from 702 at the end of
2009. In addition, the total assets of "problem" institutions
increased during the quarter from $403 billion to $431 billion.
These levels are the highest since June 30, 1993, when the number
and assets of "problem" institutions totaled 793 and $467 billion,
respectively, but the increase in the number of problem banks was
the smallest in four quarters.

"Problem" institutions are those institutions with financial,
operational, or managerial weaknesses that threaten their
continued financial viability.  They are rated by the FDIC or
Office of the Thrift Supervision as either a "4" or "5", based on
a scale of 1 to 5 in ascending order of supervisory concern.
The Problem List is not divulged to the public.  No advance notice
is given to the public when a financial institution is closed.

The FDIC says that 41 institutions failed during the first
quarter.  Chairman Bair noted that the vast majority of "problem"
institutions do not fail.

According to the FDIC, its Deposit Insurance Fund (DIF) balance
improved for the first time in two years.  The DIF balance -- the
net worth of the fund -- increased slightly to negative $20.7
billion, from negative $20.9 billion (unaudited) on December 31,
2009.  The fund balance reflects a $40.7 billion contingent loss
reserve that has been set aside to cover estimated losses.  Just
as banks reserve for loan losses, the FDIC has to set aside
reserves for anticipated closings.  Combining the fund balance
with this contingent loss reserve shows total DIF reserves of
$20 billion.  Total insured deposits increased by 1.3%
($70.0 billion) during the first quarter.

The FDIC's liquid resources - cash and marketable securities -
remained strong.  Liquid resources stood at $63 billion at the end
of the first quarter, a decline from $66 billion at year-end 2009.
To provide the funds needed to resolve failed institutions in 2010
and beyond without immediately reducing the industry's earnings
and capital, the FDIC Board approved a measure on November 12,
2009, that required most insured institutions to prepay
approximately three years' worth of deposit insurance premiums -
about $46 billion - at the end of 2009.

Chairman Bair concluded by stating, "There will be more failures,
to be sure. The banking system still has many problems to work
through, and we cannot ignore the possibility of more financial
market volatility. But the positive signs I've outlined today
suggest that the trends continue to move in the right direction."
               Problem Institutions      Failed Institutions
               --------------------      -------------------
Year           Number  Assets (Mil)      Number  Assets (Mil)
----           ------  ------------      ------  ------------
2009              702      $402,800         140       $169,700
2008              252      $159,405          25       $371,945
2007               76       $22,189           3         $2,615
2006               50        $8,265           0             $0
2005               52        $6,607           0             $0
2004               80       $28,250           4           $170

A copy of the FDIC's Quarterly Banking Profile for the quarter
ended March 31, 2010, is available for free at:

      http://bankrupt.com/misc/FDIC_QBP_Q1_10.pdf


* S&P Report: Default Rate to Have Dropped to 6.7% in May
---------------------------------------------------------
Despite global risk aversion making a comeback after the sovereign
debt struggles in Europe, the U.S. speculative-grade default rate
fell to an estimated 6.7% at the end of May, said an article
published June 4 by Standard & Poor's, titled "U.S. Credit
Metrics Monthly: Default Rate Fell To An Estimated 6.7% In May
(Premium)."

"The preliminary estimate for the U.S. 12-month-trailing
speculative-grade default rate in May of 6.7% is down from a high
of 11.3% in November 2009 and 8.4% in April 2010," said Diane
Vazza, head of Standard & Poor's Global Fixed Income Research.
"The default rate is still above its long-term average of 4.5%,
and it remains a lagging indicator to the overall economy."

In May, Sagittarius Restaurants LLC was the only company that
defaulted in the U.S.  This compares with a total of 24 defaults
at the same time in 2009.


* S&P's Global Corporate Default Tally Rises to 36 in 2010
----------------------------------------------------------
Two global corporate issuers defaulted last week, raising the
year-to-date 2010 tally of global corporate defaults to 36, said
an article published by Standard & Poor's, titled "Global
Corporate Default Update (May 28 - June 3, 2010) (Premium)."

"By region, the current year-to-date default tallies are 25 in the
U.S., two in Europe, three in the emerging markets, and six in the
other developed region," said Diane Vazza, head of Standard &
Poor's Global Fixed Income Research. (The other developed region
is Australia, Canada, Japan, and New Zealand.)

So far this year, distressed exchanges account for 12 defaults,
Chapter 11 filings account for 10, missed interest or principal
payments are responsible for eight, regulatory directives and
receiverships are responsible for one each, and the remaining four
defaulted issuers are confidential.  Of the global corporate
defaulters in 2010, 40% of issues with available recovery ratings
had recovery ratings of '6' (indicating our expectation for
negligible recovery of 0%-10%), 10% of the issues had recovery
ratings of '5' (modest recovery prospects of 10%-30%), 10% had
recovery ratings of '4' (average recovery prospects of 30%-50%),
and 23% had recovery ratings of '3' (meaningful recovery prospects
of 50%-70%).  And for the remaining two rating categories, 13% of
the issues had recovery ratings of '2' (substantial recovery
prospects of 70%-90%) and 3% of issues had recovery ratings of '1'
(very high recovery prospects of 90%-100%).

S&P said, "Our baseline projection for the U.S. corporate
speculative-grade default rate in the 12 months ending in March
2011 is 3.5%, with alternative scenarios of 4.9% at the
pessimistic end and 3.0% at the optimistic.  Our baseline forecast
for year-end 2010 was 5.0%, with alternatives of 6.9%
(pessimistic) and 4.3% (optimistic), compared with a long-term
(1981-2009) average of 4.5%."

"Nevertheless, we believe residual default risk beyond the one-
year forecast horizon could increase because of the significant
overhang of surviving leveraged corporate issuers. The substantial
decline in risk premiums for lower-rated borrowers and the return
of what we view as questionable practices and structures in some
recent deals--such as raising bond funds to pay out shareholder
dividends or sponsors--further raise flags that the optimism might
be overdone.  In the slim chance that the economy experiences a
double-dip recession, many of the surviving leveraged issuers
originated during 2003-2007 could face renewed default risk unless
they significantly reduce their debt burdens."


* May Bankruptcy Filings Increase 10.4% From Year Earlier
---------------------------------------------------------
Bill Rochelle at Bloomberg News reports that the 133,500
bankruptcy filings in May were 10.4% more than a year ago,
although unchanged from April.  May filings by individuals and
business were at the second-highest monthly level since Congress
tightened bankruptcy laws in late 2005, according to data compiled
from court records by Automated Access to Court Electronic
Records.

Bloomberg relates that according to AACER, for the almost 7,400
business that sought to liquidate or reorganize in May, filings
fell 3.4% from the same month in 2009.  The 1,108 Chapter 11
filings last month represented a decline of 17% from April,
according to the report from AACER, a service of Oklahoma City-
based Jupiter ESources LLC. If the pace of filings during the
first five months continues for the remainder of 2010, total
bankruptcies this year will fall just short of 1.6 million,
compared with 1.44 million in 2009.  Last year's filings
represented a 32% increase from 2008.

According to Mr. Rochelle, bankruptcy filings remain below the
record 2.1 million in 2005, when 630,000 Americans sought
protection from creditors in the two weeks before revisions to
federal bankruptcy laws that October made it harder for
individuals to erase debts.


* Public Company Ch 11 Cases Concluding in Half the Time in 2009
----------------------------------------------------------------
The average duration of non-prepackaged, non-prenegotiated chapter
11 cases for large public companies decreased from 944 days in
2008 to 483 days in 2009 (note that the yearly data reflects cases
that concluded in that calendar year), netDockets Blog reports,
citing a data from Professor Lynn LoPucki's Bankruptcy Research
Database used in an article in the most recent issue of CFO
Magazine.

According to the report, CFO Magazine's article claims that the
average duration in 2009 was shorter than any year in the last
decade, while a review of Professor LoPucki's research actually
reflects that the average duration in 2002 was slightly shorter at
469 days.  Nonetheless, the report notes, 2009's average duration
reflects a marked decrease from recent years.

From 2003 to 2005, the report says, the average duration of cases
increased modestly from 614 days to 665 days.  However, the
average duration spiked in 2006 to 1,067 days and moderated only
slightly in 2007, decreasing to 841 days, the report relates.

The report discloses that Professor LoPucki's Bankruptcy Research
Database site also provides a chart of the average duration of all
large public company bankruptcies concluded between 2000 and 2009,
that data displays the same general trends, specifically:

    * shorter cases between 2000 and 2002
    * a significant increase in 2003
    * moderate growth in 2004 and 2005
    * a second significant increase in 2006
    * a decrease in 2007, but not to pre-2006 levels
    * an increase in 2008
    * a dramatic decrease in 2009 to approximately 2000 and 2002
      levels

Of note, the report says, this data set does reflect 2009's
average duration of 337 days was the lowest of any year during the
2000-2009 period.  The second shortest average duration was 379
days in 2000, the report adds.


* Warren Buffett Warns State & Local Govts May Seek Bailouts
------------------------------------------------------------
The New York Times reports that billionaire investor Warren E.
Buffett warned Wednesday afternoon that many state and local
governments would soon face a "terrible problem" in refinancing
their debt loads, and that some could eventually need to be bailed
out by the federal government.  The NY Times relates Mr. Buffett's
comments on municipal debt came at a hearing where he offered a
tepid defense of the actions of the credit rating agencies during
the run-up to the subprime mortgage crisis, noting that not even
he had been able to predict the housing bust.  According to the
report, Mr. Buffett told the Financial Crisis Inquiry Commission
that there were other big risks that would test the effectiveness
of the rating agencies, especially how to rate the
creditworthiness of state and local governments.


* BOND PRICING -- For Week From May 31 to June 4, 2010
------------------------------------------------------

  Company           Coupon      Maturity Bid Price
  -------           ------      -------- ---------
155 E TROPICANA       8.750%     4/1/2012     5.250
ABITIBI-CONS FIN      7.875%     8/1/2009    18.000
ACARS-GM              8.100%    6/15/2024    20.000
AHERN RENTALS         9.250%    8/15/2013    48.750
AKS-CALL06/10         7.750%    6/15/2012   100.000
AMBAC INC             9.375%     8/1/2011    32.000
AMER GENL FIN         4.875%    6/15/2010    99.379
AT HOME CORP          0.525%   12/28/2018     0.504
BANK NEW ENGLAND      8.750%     4/1/1999    11.875
BANK NEW ENGLAND      9.875%    9/15/1999    11.875
BANKUNITED FINL       3.125%     3/1/2034     7.875
BANKUNITED FINL       6.370%    5/17/2012     7.250
BLOCKBUSTER INC       9.000%     9/1/2012     9.740
BOWATER INC           6.500%    6/15/2013    35.000
BOWATER INC           9.500%   10/15/2012    37.500
BRODER BROS CO       11.250%   10/15/2010    88.000
CAPMARK FINL GRP      5.875%    5/10/2012    30.550
CELL THERAPEUTIC      4.000%     7/1/2010    94.250
CHK-CALL06/10         7.500%    9/15/2013   102.500
CHK-CALL06/10         7.500%    6/15/2014   102.438
CITADEL BROADCAS      4.000%    2/15/2011    52.125
COLONIAL BANK         6.375%    12/1/2015     0.200
EDDIE BAUER HLDG      5.250%     4/1/2014     5.000
ELEC DATA SYSTEM      3.875%    7/15/2023    89.000
FAIRPOINT COMMUN     13.125%     4/1/2018    16.125
FAIRPOINT COMMUN     13.125%     4/2/2018    12.813
FEDDERS NORTH AM      9.875%     3/1/2014     0.877
FGP-CALL06/10         8.750%    6/15/2012   100.214
FINLAY FINE JWLY      8.375%     6/1/2012     0.750
FLEETWOOD ENTERP     14.000%   12/15/2011    15.375
FORD MOTOR CRED       5.850%    6/21/2010    98.451
FRIEDE GOLDMAN        4.500%    9/15/2004     0.875
GASCO ENERGY INC      5.500%    10/5/2011    62.500
GENERAL MOTORS        7.125%    7/15/2013    30.000
GENERAL MOTORS        9.450%    11/1/2011    28.500
HAWAIIAN TELCOM       9.750%     5/1/2013     3.500
HAWAIIAN TELCOM      12.500%     5/1/2015     1.400
INDALEX HOLD         11.500%     2/1/2014     2.800
INN OF THE MOUNT     12.000%   11/15/2010    41.000
INTL LEASE FIN        4.800%    6/15/2010    98.500
INTL LEASE FIN        5.600%    6/15/2010    99.420
LANDRY'S RESTAUR      9.500%   12/15/2014    84.800
LEHMAN BROS HLDG      0.450%   12/27/2013    20.000
LEHMAN BROS HLDG      1.250%    6/13/2012    19.050
LEHMAN BROS HLDG      1.500%    3/23/2012    20.000
LEHMAN BROS HLDG      4.375%   11/30/2010    18.000
LEHMAN BROS HLDG      4.500%     8/3/2011    20.960
LEHMAN BROS HLDG      4.700%     3/6/2013    20.850
LEHMAN BROS HLDG      4.800%    2/27/2013    17.600
LEHMAN BROS HLDG      4.800%    3/13/2014    20.100
LEHMAN BROS HLDG      5.000%    1/14/2011    19.260
LEHMAN BROS HLDG      5.000%    1/22/2013    19.000
LEHMAN BROS HLDG      5.000%    2/11/2013    19.000
LEHMAN BROS HLDG      5.000%    3/27/2013    20.500
LEHMAN BROS HLDG      5.000%     8/5/2015    17.400
LEHMAN BROS HLDG      5.100%    1/28/2013    18.000
LEHMAN BROS HLDG      5.150%     2/4/2015    19.375
LEHMAN BROS HLDG      5.250%     2/6/2012    21.000
LEHMAN BROS HLDG      5.250%    2/11/2015    19.700
LEHMAN BROS HLDG      5.500%     4/4/2016    19.750
LEHMAN BROS HLDG      5.500%     2/4/2018    19.500
LEHMAN BROS HLDG      5.500%    2/19/2018    18.600
LEHMAN BROS HLDG      5.625%    1/24/2013    22.000
LEHMAN BROS HLDG      5.700%    1/28/2018    18.250
LEHMAN BROS HLDG      5.750%    4/25/2011    19.500
LEHMAN BROS HLDG      5.750%    7/18/2011    21.500
LEHMAN BROS HLDG      5.750%    5/17/2013    20.000
LEHMAN BROS HLDG      5.875%   11/15/2017    19.125
LEHMAN BROS HLDG      6.000%     4/1/2011    21.000
LEHMAN BROS HLDG      6.000%    7/19/2012    20.000
LEHMAN BROS HLDG      6.000%   12/18/2015    19.500
LEHMAN BROS HLDG      6.000%    2/12/2018    19.500
LEHMAN BROS HLDG      6.200%    9/26/2014    21.063
LEHMAN BROS HLDG      6.500%     3/6/2023    15.500
LEHMAN BROS HLDG      6.500%    7/13/2037    15.000
LEHMAN BROS HLDG      6.625%    1/18/2012    20.000
LEHMAN BROS HLDG      6.750%     7/1/2022    19.125
LEHMAN BROS HLDG      7.000%    4/16/2019    19.000
LEHMAN BROS HLDG      7.000%   12/28/2037    17.840
LEHMAN BROS HLDG      7.730%   10/15/2023    19.800
LEHMAN BROS HLDG      8.000%     3/5/2022    17.500
LEHMAN BROS HLDG      8.050%    1/15/2019    18.500
LEHMAN BROS HLDG      8.400%    2/22/2023    17.950
LEHMAN BROS HLDG      8.500%     8/1/2015    19.500
LEHMAN BROS HLDG      8.750%   12/21/2021    19.500
LEHMAN BROS HLDG      8.750%     2/6/2023    17.050
LEHMAN BROS HLDG      8.800%     3/1/2015    20.000
LEHMAN BROS HLDG      8.920%    2/16/2017    17.000
LEHMAN BROS HLDG      9.500%   12/28/2022    19.500
LEHMAN BROS HLDG      9.500%    1/30/2023    19.000
LEHMAN BROS HLDG      9.500%    2/27/2023    19.000
LEHMAN BROS HLDG     10.000%    3/13/2023    22.500
LEHMAN BROS HLDG     10.375%    5/24/2024    18.261
LEHMAN BROS HLDG     11.000%    6/22/2022    18.550
LEHMAN BROS HLDG     11.000%    7/18/2022    17.500
LEHMAN BROS HLDG     11.000%    8/29/2022    19.000
LEHMAN BROS HLDG     11.000%    3/17/2028    18.500
LEINER HEALTH        11.000%     6/1/2012     8.750
MAJESTIC STAR         9.750%    1/15/2011    12.500
MERRILL LYNCH         3.300%     3/9/2011    99.183
METALDYNE CORP       11.000%    6/15/2012     1.600
NEFF CORP            10.000%     6/1/2015     9.625
NEWPAGE CORP         10.000%     5/1/2012    58.063
NEWPAGE CORP         12.000%     5/1/2013    30.000
NORTH ATL TRADNG      9.250%     3/1/2012    52.000
PALM HARBOR           3.250%    5/15/2024    73.500
POPE & TALBOT         8.375%     6/1/2013     0.500
QUANTUM CORP          4.375%     8/1/2010    92.554
RASER TECH INC        8.000%     4/1/2013    38.000
SPHERIS INC          11.000%   12/15/2012    22.000
STATION CASINOS       6.000%     4/1/2012     5.000
STATION CASINOS       6.500%     2/1/2014     1.000
STATION CASINOS       6.875%     3/1/2016     0.500
STATION CASINOS       7.750%    8/15/2016     6.000
THORNBURG MTG         8.000%    5/15/2013     3.500
TIMES MIRROR CO       7.250%     3/1/2013    29.750
TOUSA INC             7.500%    1/15/2015     4.000
TOUSA INC             9.000%     7/1/2010    66.500
TOUSA INC            10.375%     7/1/2012     4.000
TRANS-LUX CORP        8.250%     3/1/2012     7.673
TRICO MARINE          3.000%    1/15/2027    17.250
TRUMP ENTERTNMNT      8.500%     6/1/2015     0.375
VERASUN ENERGY        9.375%     6/1/2017     6.625
VERENIUM CORP         5.500%     4/1/2027    33.000
VIRGIN RIVER CAS      9.000%    1/15/2012    45.500
WASH MUT BANK FA      5.125%    1/15/2015     0.500
WASH MUT BANK FA      5.650%    8/15/2014     0.750
WASH MUT BANK NV      5.950%    5/20/2013     0.300
WASH MUT BANK NV      6.750%    5/20/2036     0.375
WCI COMMUNITIES       7.875%    10/1/2013     1.000
WCI COMMUNITIES       9.125%     5/1/2012     3.400
WERNER HOLDINGS      10.000%   11/15/2007     1.020
YELLOW CORP           5.000%     8/8/2023    61.000



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard
C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez,
Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2010.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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