TCR_Public/100609.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Wednesday, June 9, 2010, Vol. 14, No. 158

                            Headlines

131 ARLINGTON: Voluntary Chapter 11 Case Summary
1952 STRADELLA: Voluntary Chapter 11 Case Summary
15375 MEMORIAL: Judge Gross Orders GlobalSantaFe to Pay Sanctions
AGY HOLDING: Davis Quits as President & Chief Operating Officer
AIRTRAN HOLDINGS: Put Option for 7% Convert. Notes Expires July 1

ALDA PHARMACEUTICALS: Amends Private Placement Price to C$0.15
ALDA PHARMACEUTICALS: Posts C$1.7 MM Net Loss in Q3 Ended March 31
ALLEGIANT TRAVEL: Moody's Withdraws 'Ba3' Corporate Family Rating
ALTEGRITY INC: S&P Puts 'B-' Rating on CreditWatch Developing
AMERICAN CAPITAL: Moody's Reviews 'B2' Senior Unsec. Rating

ANCHORAGE SPORTSPLEX: Files for Chapter 11 Bankruptcy in Alaska
ANCHORAGE SPORTSPLEX: Case Summary & 9 Largest Unsecured Creditors
ATLANTA LIFE: A.M. Best Downgrades Issuer Credit Rating to "b-"
ATP OIL: Moody's Gives Negative Outlook Due to Drilling Moratorium
BLOCKBUSTER INC: Still in Talks to Reduce $900MM Debt Load

BLOCKBUSTER INC: Bondholder Battle Reported
BLOCKBUSTER INC: Centaurus Holds 4.6% of Class B Shares
BOYD GAMING: Moody's Downgrades Corporate Family Rating to 'B2'
BRIDGEWATER POINTE: Prudential Puts Condo Units Up for Sale
CENTRAL FALLS, R.I.: Hearing for Permanent Receiver Today

CHARLES RIVER: Moody's Downgrades Corporate Family Rating to 'Ba2'
CHRYSLER LLC: Carpenters Commence Adversary Proceeding
CHRYSLER LLC: New Chrysler Prevailing Most Arbitration Cases
CHRYSLER LLC: New Chrysler to Recall 25,000 Cars Due to Gas Pedal
CHRYSLER LLC: New Chrysler Won't Accept Additional Applicants

CINRAM INTERNATIONAL: Moody's Affirms 'Caa1' Corp. Family Rating
CLAMOR/JUST PASSING: Case Summary & 20 Largest Unsec. Creditors
COLONIAL BANCGROUP: Seeks Exclusivity Extension
CONGOLEUM CORPORATION: Court Confirms Plan of Reorganization
COOPER-STANDARD: Post Bankr. Company Retains Moody's 'B1' Rating

COVENTRY HEALTH: Moody's Affirms 'Ba1' Senior Unsec. Debt Rating
CRYSTAL SPRINGS: Gets Interim Okay to Use Cash Collateral
DIAGNOSTIC IMAGING: S&P Gives Negative Outlook; Affirms 'B' Rating
DOUGLAS VAUGHAN: Case Converted to Chapter 7 Liquidation
DUANE READE: Moody's Withdraws 'Caa1' Corporate Family Rating

EMMIS COMMUNICATIONS: Smulyan, et al., Disclose Equity Stake
EMMIS COMMUNICATIONS: LKCM Funds Cut Equity Stake to 5.3%
EMPIRE RESORTS: Joseph Bernstein Holds 6.8% of Shares
EMPIRE RESORTS: Names Emanuel Pearlman to Board of Directors
FIRSTBANK PUERTO RICO: S&P Lowers Counterparty Rating to 'CCC+'

FRIAR TUCK: N.Y. Court Converts Case to Chapter 7 Liquidation
GATEHOUSE MEDIA: Names Richard L. Friedman as Director
GAYLORD ENTERTAINMENT: Moody's Affirms 'B3' Corp. Family Rating
GENERAL GROWTH: Mulls Turning Over Some Properties to Lenders
GENOIL INC: Posts C$1.8 Million Net Loss in First Quarter

GRAY TELEVISION: Capital World Investors Holds 15.4% of Shares
GRAY TELEVISION: GAMCO, et al., Hold 4.65% of Stock
GREGORY MONARDO: Case Summary & 11 Largest Unsecured Creditors
GTC BIOTHERAPEUTICS: Reports Results of May 26 Annual Meeting
GULF FREEWAY: Files Schedules of Assets & Liabilities

HARRAH'S ENTERTAINMENT: Moody's Affirms 'Caa3' Corp. Family Rating
HARVARD GRAND: Section 341(a) Meeting Scheduled for July 15
HARVARD GRAND: Asks for Court Okay to Use Cash Collateral
HOLDINGS GAMING: S&P Raises Corporate Credit Rating to 'CCC'
HOVNANIAN ENTERPRISES: Posts $28.6-Mil. Net Loss for Fiscal Q2

IMPERIAL CAPITAL: FDIC Blocks Hiring of FTI Consulting
J&D PROPERTIES: Case Summary & Largest Unsecured Creditor
JAMES BROWN: Case Summary & 6 Largest Unsecured Creditors
JNL FUNDING: Has Lender's Support on Use of Cash Collateral
KENCORP INC: Files for Chapter 11 Bankruptcy Protection

KRISPY KREME: Posts $4.4 Million Net Income for May 2 Quarter
LANDAMERICA FIN'L: Court OKs Final Fee Applications
LINCOLN HOLDINGS: S&P Affirms Corporate Credit Rating at 'B'
LOGAN'S ROADHOUSE: S&P Puts 'B-' Rating on CreditWatch Positive
LPATH INC: Registers 9,030,487 Class A Shares for Resale

LPATH INC: Registers 25,729,669 Class A Shares for Resale
LPATH INC: Registers 31,545,539 Class A Shares for Resale
MACY'S RETAIL: Moody's Assigns 'Ba1' Senior Unsec. Shelf Rating
MAJESTIC LIQUOR: Files for Bankruptcy to Restructure Debt
MARKWEST ENERGY: Fitch Assigns 'BB' Issuer Default Rating

MARHABA PARTNERS: Will Allot $100,000 for Payment to Unsecureds
MGM MIRAGE: Management to Present at Goldman Sachs Conference
MICHAELS STORES: Moody's Upgrades Corporate Family Rating to 'B3'
MIDAS WATCH: Case Summary & 15 Largest Unsecured Creditors
MILLENIUM TIME: Case Summary & 14 Largest Unsecured Creditors

MILESTONE SCIENTIFIC: Names Four Individuals to Serve as Directors
MONEY TREE: Amends Dec. 25 Qtr. Financials; Posts $3.7MM Loss
MONEYGRAM INT'L: Reports Results of 2010 Stockholders Meeting
MOOTE POINTE: Case Summary & 10 Largest Unsecured Creditors
NATIONWIDE INSURANCE: AM Best Affirms bb- Issuer Credit Rating

NAVISTAR INT'L: Owl Creek Entities Disclose Equity Stake
NETWORK COMMUNICATIONS: S&P Downgrades Corp. Credit Rating to 'D'
NIELSEN COMPANY: Fitch Puts 'B' Issuer Rating on Positive Watch
NORD RESOURCES: Taps FTI to Assess Refinancing Alternatives
PACIFIC ETHANOL: Shareholders Elect 8 Directors

PAETEC HOLDING: Delays Exchange Offer for 8-7/8% Notes
PALM INC: Shareholders' Meeting on Merger Set for June 25
PATIENT SAFETY: Inks Indemnification Agreement with Directors
PEARVILLE LP: Asks for Court's Nod to Use Cash Collateral
PENN TRAFFIC: Creditors Seek to Employ WDC as Winddown Officer

POINT BLANK: U.S. Trustee Objects to Key Employee Incentive Plan
RED ROCKET: Has Interim Nod for DIP Loan from C&A Pyro
REDWINE RESOURCES: Case Summary & 20 Largest Unsecured Creditors
RIVER ROAD: Court to Consider Auction of InterContinental Today
SAINT VINCENTS: PC Ombudsman Wins Nod for Neubert as Counsel

SAINT VINCENTS: Wins Nod of Stipulation with Aptium and BIMC
SAMSONITE CORP: Unit Asks Court to Close Chapter 11 Case
SEDONA DEV'T: Files List of 20 Largest Unsecured Creditors
SEDONA DEV'T: Section 341(a) Meeting Scheduled for July 19
SEDONA DEV'T: Taps Polsinelli Shughart as Bankruptcy Counsel

SEMINOLE HARD ROCK: Moody's Reviews 'B1' Corporate Family Rating
SLAM MARKETING: Case Summary & Largest Unsecured Creditor
SMURFIT-STONE: 200 Hollister Wants to File Late Proof of Claim
SMURFIT-STONE: Receives Nod to Sell Coshocton Mill Energy Credits
SMURFIT-STONE: Wants Plan Exclusivity until September 26

SOUTHEAST TELEPHONE: Has Access to CTB's Cash until June 25
SOUTHEAST TELEPHONE: Has Plan Exclusivity until June 30
STERLING ESTATES: Gets Interim Nod to Use Cash Collateral
STYRON CORP: Moody's Assigns Corporate Family Rating at 'B2'
STYRON CORP: S&P Downgrades Rating on Proposed Senior Debt to 'B+'

SYNOVUS FINANCIAL: Columbus Deal Cues Fitch to Withdraw Ratings
TALECRIS BIOTHERAPEUTICS: Grifols Deal Cues Moody's Outlook Shift
TENET HEALTHCARE: Terminates Discussions with Healthscope
TFA II: Case Summary & 11 Largest Unsecured Creditors
TRIBUNE CO: Files Amended Plan of Reorganization

TRIDIMENSION ENERGY: Taps Vinsons & Elkins as Bankruptcy Counsel
TRIDIMENSION ENERGY: Hires Ottinger Hebert as Special Counsel
TRIDIMENSION ENERGY: Seeks to Hire BMC Group as Claims Agent
USA COMMERCIAL: $200,000 Payment to Bingham Found Fraudulent
VICKI STEPHENS: Case Summary & 4 Largest Unsecured Creditors

W HOTEL: Two Units File for Chapter 11 Bankruptcy Protection
WILLIAM BAYLES: Taking Bids for New Cannan, Conn., Property
WASHINGTON MUTUAL: Disc. Statement Hearing Adjourned Until June 17
WASHINGTON MUTUAL: Files Third Amended Plan & Disc. Statement
WASHINGTON MUTUAL: Opposes Equity Panel's Rule 2004 Exam

WESTERN DAIRY: Taps Downey Brand to Handle Reorganization Case
WYNDHAM WORLDWIDE: Sol Melia Deal Won't Move Moody's 'Ba1' Rating
WOODCREST CLUB: Sells Property to Vicenza for $19 Million
ZALE CORP: Files Fiscal Third Quarter Report on Form 10-Q

* Ex-Ladenburg Bankers Launch Cassel Salpeter & Co. LLC

* Upcoming Meetings, Conferences and Seminars


                            *********



131 ARLINGTON: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: 131 Arlington Street Trust,
          A Massachusetts Business Trust
        200 Newbury Street
        4th Floor
        Boston, MA 02116

Bankruptcy Case No.: 10-16177

Chapter 11 Petition Date: June 4, 2010

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

Judge: Henry J. Boroff

Debtor's Counsel: Harold B. Murphy, Esq.
                  Hanify & King, P.C.
                  One Beacon Street
                  21st Floor
                  Boston, MA 02108
                  Tel: (617) 423-0400
                  Fax: (617) 556-8985
                  E-mail: bankruptcy@hanify.com

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

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

The petition was signed by Carol S. Parks.

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

Debtor-affiliates that filed separate Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
100 Stuart Street, LLC                 10-14534    04/28/10

30-32 Oliver Street Corporate                      06/04/10

Auto Sales & Service, Inc.             10-14528    04/28/10

Frank Sawyer Corporation               10-14528    04/28/10

General Land Corporation                           06/04/10

General Trading Company                10-14532    04/28/10

SW Boston Hotel Venture, LLC, et al.   10-14535    04/28/10


1952 STRADELLA: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: 1952 Stradella Road LLC
        7226 Sepulveda Blvd
        Van Nuys, CA 91405

Bankruptcy Case No.: 10-16728

Chapter 11 Petition Date: June 4, 2010

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

Judge: Maureen Tighe

Debtor's Counsel: Roger A.S. Manlin, Esq.
                  4647 Kingswell Ave. No. 158
                  Los Angeles, CA 90027
                  Tel: (323) 953-6789
                  Fax: (323) 953-6156

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

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

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

The petition was signed by Danny Simon, sole member.


15375 MEMORIAL: Judge Gross Orders GlobalSantaFe to Pay Sanctions
-----------------------------------------------------------------
WestLaw reports that the misuse of the bankruptcy process by the
Chapter 11 debtors' indirect parent company and related entities,
in filing and controlling the debtors' bankruptcy cases, resulted
in significant, foreseeable, and intended harm to a claimant.
Thus, the imposition of sanctions, in the amount of the claimant's
attorney fees and expenses for the proceedings before the
bankruptcy court was warranted, pursuant to the court's inherent
authority to sanction abuses in bankruptcy cases and the statute
allowing for sanctions for multiplying proceedings vexatiously and
unreasonably.  The indirect parent and related entities
manipulated and side-tracked the bankruptcy process for their own
benefit, as non-debtors, and to keep on the defensive the
claimant, which sought the imposition of alter ego liability
against them in prepetition environmental contamination litigation
involving a debtor.  In re 15375 Memorial Corp., --- B.R. ----,
2010 WL 1976814 (Bankr. D. Del.) (Gross, J.).

As reported in the Troubled Company Reporter on Dec. 28, 2009, the
United States Court of Appeals for the Third Circuit saw no valid
purpose for 15375 Memorial's chapter 11 proceeding and called it
an improper litigation tactic.  Bepco LP v. Global Santa Fe Corp.,
No. 09-1391 (3d Cir.).

Judge Gross did not impose sanctions against the Debtor's lawyers
and calls the Debtor's indirect parent company -- GlobalSantaFe
Corporation -- and its affiliates the "villains" in these cases.
Judge Gross explains that GlobalSantaFe and its affiliates caused
the bankruptcy cases to be filed to protect their interests,
funded the cases, and employed vexatious, aggressive litigation
tactics against BEPCO, L.P., f/k/a Bass Enterprises Production
Company.

BEPCO sought payment of $2 million in legal fees.  Judge Gross
ordered GlobalSantaFe to pay all legal fees related to proceedings
before the Bankruptcy Court, but BEPCO must ask the District Court
and Court of Appeals to order payment of legal fees related to
proceedings before those tribunals.

15375 Memorial Corporation together with affiliate Santa Fe
Minerals, Inc., sought chapter 11 protection (Bankr. D. Del. Case
No. 06-10859) on Aug. 16, 2006.  15375 Memorial estimated less
than $500,000 in assets and more than $100 million in debts at the
time of the filing.


AGY HOLDING: Davis Quits as President & Chief Operating Officer
---------------------------------------------------------------
Jeffrey Davis has tendered his resignation as president and chief
operating officer of AGY Holding Corp., effective as of May 28,
2010.

                         About AGY Holding

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

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

                           *     *     *

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


AIRTRAN HOLDINGS: Put Option for 7% Convert. Notes Expires July 1
-----------------------------------------------------------------
AirTran Holdings Inc. notified holders of its 7% Convertible Notes
due 2023 that they have the right, pursuant to the terms of the
Notes, to require AirTran to repurchase their Notes for cash.  The
Put Option expires at 5:00 p.m., New York City time, on July 1,
2010.

As required by rules of the United States Securities and Exchange
Commission, AirTran will file a Tender Offer Statement on Schedule
TO later today.  In addition, documents specifying the terms,
conditions and procedures for exercising the Put Option will be
available through The Depository Trust Company and the paying
agent, which is Wilmington Trust Company.  None of AirTran, its
board of directors or its employees has made or is making any
representation or recommendation to any holder as to whether to
exercise or refrain from exercising the Put Option.

The Put Option entitles each holder of the Notes to require
AirTran to repurchase all or part of such holder's Notes at a
price, in cash, equal to $1,000 per $1,000 principal amount of the
Notes, plus any accrued and unpaid interest up to, but excluding,
July 1, 2010, upon the terms and subject to the conditions set
forth in the Notes and the indenture governing the Notes.  The
Repurchase Date is an interest payment date under the terms of the
Notes; accordingly, interest accrued up to, but excluding, the
Repurchase Date will be paid to record holders as of the regular
record date immediately preceding such interest payment date, and
AirTran, therefore, expects that there will be no accrued and
unpaid interest due as part of the repurchase price.  As of May
26, 2010, there was $95.8 million in aggregate principal amount of
the Notes outstanding.  If all outstanding Notes are surrendered
for repurchase pursuant to the Put Option, the aggregate cash
purchase price will be $95.8 million.  AirTran intends to use cash
on hand to finance the Put Option.

The Notes are, subject to certain conditions, convertible into
89.9281 shares of AirTran common stock per $1,000 principal amount
of the Notes.  On May 26, 2010, the closing sales price of AirTran
common stock on the New York Stock Exchange was $5.50 per share.

Noteholders' opportunity to terminate the Put Option at 5:00 p.m.,
New York City time, on July 1, 2010.  In order to exercise the Put
Option, a holder must follow the transmittal procedures set forth
in AirTran's company repurchase notice to holders, which is
available through The Depository Trust Company and Wilmington
Trust Company.  Holders may withdraw any previously tendered Notes
pursuant to the terms of the Put Option at any time prior to 5:00
p.m., New York City time, on July 1, 2010 or as otherwise provided
by applicable law.

                      About AirTran Holdings

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

                          *     *     *

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

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


ALDA PHARMACEUTICALS: Amends Private Placement Price to C$0.15
--------------------------------------------------------------
ALDA Pharmaceuticals Corp., has disclosed that, in response to
prevailing market conditions, the private placement financing
announced on April 15, 2010, and revised on April 28, 2010, will
be amended to C$0.15 per unit.  The offering will now be for up to
3,500,000 units of the Company at a price of C$0.15 per unit for
proceeds to the Company of up to C$525,000.  Each unit consists of
one common share of ALDA and one non-transferable share purchase
warrant entitling the holder to acquire one additional common
share of ALDA at a price of C$0.30 per common share for a period
of two (2) years from the date of the issuance of the purchase
warrant.

As announced in the April 15th and April 28th news releases, net
proceeds from the offering will be used for general corporate
purposes.

Insiders of ALDA will be subscribing for 25% of the offering.

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

               http://researcharchives.com/t/s?6458

Based in New Westminster, B.C., Canada, ALDA Pharmaceuticals Corp.
-- http://www.aldacorp.com/-- is focused on the development of
infection-control therapeutics derived from its patented T36(R)
technology.  The Company trades on the TSX Venture Exchang e under
the symbol APH and on the OTCQB under the symbol APCSF.

As at March 31, 2010, the Company's balance sheet showed
C$1,462,818 in assets, C$110,832 of liabilities, and C$1,351,986
of stockholders' equity.

                    Going Concern Uncertainty

During the nine month period ended March 31, 2010, the Company
experienced operating losses and negative operating cash flows,
operations of the Company having been funded by the issuance of
share capital.  Continued operations are dependent on the
Company's ability to complete public equity financing or generate
profitable operations in the future.


ALDA PHARMACEUTICALS: Posts C$1.7 MM Net Loss in Q3 Ended March 31
------------------------------------------------------------------
ALDA Pharmaceuticals Corp. filed on June 2, 2010, interim
consolidated financial statements for the three months ended
March 31, 2010.

The Company reported a net loss of C$1,716,319 on C$394,753 of
revenue for the three months ended March 31, 2010, compared to a
net loss of C$219,012 on C$87,752 of revenue for the same period
ended March 31, 2009.

The Company reported a net loss of C$2,704,337 on C$1,464,841 of
revenue for the nine months ended March 31, 2010, compared with a
net loss of C$765,677 on C$198,223 of revenue for the same period
ended March 31, 2009.

The higher losses observed during the current fiscal year were
largely due the payments made to the Vancouver Organizing
Committee for the 2010 Olympic and Paralympic Winter Games and
from non-cash stock based compensation expenses of $193,462 for
the nine months ended March 31, 2010.  Non-cash stock based
compensation expenses for the nine months ended March 31, 2009,
were $137,792.

The Company's balance sheet as of March 31, 2010, showed
C$1,462,818 in assets, C$110,832 of liabilities, and $1,351,986 of
stockholders' equity.

"These consolidated financial statements have been prepared on a
going concern basis which assumes that the Company will be able to
realize its assets and discharge its liabilities in the normal
course of business for the foreseeable future.  During the nine
month period ended March 31, 2010, the Company experienced
operating losses and negative operating cash flows, operations of
the Company having been funded by the issuance of share capital.
Continued operations are dependent on the Company's ability to
complete public equity financing or generate profitable operations
in the future."

A full-text copy of the interim financial statements is available
for free at http://researcharchives.com/t/s?6459

                    About ALDA Pharmaceuticals

Based in New Westminster, B.C., Canada, ALDA Pharmaceuticals Corp.
-- http://www.aldacorp.com/-- is focused on the development of
infection-control therapeutics derived from its patented T36(R)
technology.  The Company trades on the TSX Venture Exchang e under
the symbol APH and on the OTCQB under the symbol APCSF.

As at March 31, 2010, the Company's balance sheet showed
C$1,462,818 in assets, C$110,832 of liabilities, and C$1,351,986
of stockholders' equity.


ALLEGIANT TRAVEL: Moody's Withdraws 'Ba3' Corporate Family Rating
-----------------------------------------------------------------
Moody's Investors Service has withdrawn its debt ratings that it
had assigned to Allegiant Travel Company: Corporate Family and
Probability of Default and senior unsecured ratings of Ba3 and a
Speculative Grade Liquidity rating of SGL-2.  The withdrawal
follows the company's decision to not proceed with its offering of
$250 million of senior unsecured notes.

The last rating action was on May 19, 2010, when Moody's assigned
first time ratings to Allegiant and to the planned offering of
unsecured notes.

Outlook Actions:

Issuer: Allegiant Travel Company

  -- Outlook, Changed To Rating Withdrawn From Stable

Withdrawals:

Issuer: Allegiant Travel Company

  -- Probability of Default Rating, Withdrawn, previously rated
     Ba3

  -- Speculative Grade Liquidity Rating, Withdrawn, previously
     rated SGL-2

  -- Corporate Family Rating, Withdrawn, previously rated Ba3

  -- Senior Unsecured Regular Bond/Debenture, Withdrawn,
     previously rated Ba3, LGD4, 55%

Allegiant Travel Company, headquartered in Las Vegas, Nevada,
operates a low-cost passenger airline marketed to leisure
travelers in small cities, selling air travel both on a stand-
alone basis and bundled with hotel rooms, rental cars and other
travel related services.


ALTEGRITY INC: S&P Puts 'B-' Rating on CreditWatch Developing
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it placed all of its
ratings on U.S.-based Altegrity Inc., including the 'B-' corporate
credit rating, on CreditWatch with developing implications, which
indicates that S&P could raise or lower the ratings.  As of
March 31, 2010, Altegrity had about $1.34 billion of debt
outstanding.

"The CreditWatch placement follows Altegrity's proposed
$1.13 billion acquisition of Kroll Inc. from Marsh & McLennan
Cos., uncertainty relating to the combined entity's pro forma
capital structure and credit measures, and Altegrity's ability to
comply with its leverage covenant, which steps down on Sept. 30,
2010," said Standard & Poor's credit analyst Jerry Phelan.  S&P
expects the transaction to close by late September.

The acquisition of Kroll could enable Altegrity to comply with its
credit facility covenant, which becomes more stringent as of
Sept. 30, 2010.  Without Kroll, S&P believes Altegrity's
consolidated EBITDA during the second half of fiscal year end
Sept. 30, 2010, will need to increase by about 25% compared with
the first half of the year in order to comply with the 5x secured
leverage covenant, which steps down from 5.75x currently.  While
S&P believes EBITDA improvement is probable for Altegrity's
current operations, it is not clear whether without Kroll it would
be able to generate a profit increase sufficient to maintain
covenant compliance.  As of March 31, 2010, the company had about
an 8.3% cushion under its covenant.

S&P could raise the ratings if the acquisition facilitates
Altegrity's ability to comply with its leverage covenant and if
S&P believes Altegrity's pro forma liquidity, credit measures, and
competitive position will improve as a result of the transaction.
Liquidity and credit measure improvement could occur if the
acquisition financing includes a sufficient amount of new equity
capital, which in particular could facilitate leverage covenant
compliance.  Conversely, S&P could lower the ratings if S&P
believes the company will not be able to comply with its financial
covenants or if S&P believes credit measures and liquidity will
deteriorate as a result of the transaction.


AMERICAN CAPITAL: Moody's Reviews 'B2' Senior Unsec. Rating
-----------------------------------------------------------
Moody's Investors Service placed American Capital, Ltd.'s B2
senior unsecured rating under review for downgrade due to the
increased potential the company will undertake a pre-packaged
Chapter 11 bankruptcy restructuring.

Moody's said the review for downgrade follows the company's
announcement of the current status and extension of its exchange
offer for substantially all of its unsecured debt.  In regards to
the status of the exchange, not enough bonds were tendered to
consummate the exchange.  Only 7% of the company's public
unsecured noteholders ($550 million public unsecured notes
outstanding) tendered for exchange.  Additionally, although most
classes of the company's private secured notes ($406 private
secured notes outstanding) tendered at a rate from 90% to 100%,
one class had zero participation.  The consummation of the
exchange offer requires 85% of the public unsecured holders and
100% of private unsecured holders to tender.  As a result, ACAS
has extended the expiration of the exchange offer to June 8, 2010.

ACAS is undertaking this restructuring as, due to various covenant
violations, its debt holders have the right to accelerate maturity
of $2.4 billion of unsecured debt.  This is much greater than the
company's liquid assets, an acceleration would likely result in an
ACAS default.  ACAS has stated that if it is unable to restructure
its debt through this exchange, it intends to undertake a pre-
packaged Chapter 11 bankruptcy restructuring.

The review will focus on ACAS's ability to successfully complete
its debt exchange.  In the event of bankruptcy, ACAS would likely
be downgraded one to two notches given Moody's belief that the
recovery for bondholders would be high due to the company's
substantial equity base.  Should ACAS successfully conclude its
restructuring the company's ratings would likely be confirmed at
its current rating.

The last rating action was on ACAS was March 2, 2009, when the
ratings were downgraded to B2 from Baa3 with a negative outlook.

American Capital Strategies is based in Bethesda, Maryland and
reported total assets of $6.8 billion at March 31, 2010.

On Review for Possible Downgrade:

Issuer: American Capital, Ltd.

  -- Corporate Family Rating, Placed on Review for Possible
     Downgrade, currently B2

  -- Multiple Seniority Shelf, Placed on Review for Possible
     Downgrade, currently (P)Caa1, (P)B2

  -- Senior Unsecured Regular Bond/Debenture, Placed on Review for
     Possible Downgrade, currently B2

Outlook Actions:

Issuer: American Capital, Ltd.

  -- Outlook, Changed To Rating Under Review From Negative


ANCHORAGE SPORTSPLEX: Files for Chapter 11 Bankruptcy in Alaska
---------------------------------------------------------------
Anchorage Sportsplex Inc. filed for bankruptcy under Chapter 11 on
June 5, 2010 (Bankr. D. Alaska Case No. 10-00475).

According to KTUU.com, the Company said the total expenses are
exceeding revenue, and monthly debt payments still have to be made
during the summer.  Anchorage Sportsplex, a non-profit
organization that operates the Alaska Dome indoor sports, filed
for Chapter 11 to restructure its long-term debt.


ANCHORAGE SPORTSPLEX: Case Summary & 9 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Anchorage Sportsplex, Inc.
        6501 Changepoint Drive
        Anchorage, AK 99518

Bankruptcy Case No.: 10-00475

Chapter 11 Petition Date: June 5, 2010

Court: United States Bankruptcy Court
       Alaska (Anchorage)

Debtor's Counsel: David H. Bundy, Esq.
                  310 K Street, Suite 200
                  Anchorage, AK 99501
                  Tel: (907) 248-8431
                  Fax: (907) 248-8434
                  E-mail: dhb@alaska.net

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

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

A list of the Company's 9 largest unsecured creditors filed
together with the petition is available for free at:

            http://bankrupt.com/misc/akb10-00475.pdf

The petition was signed by Carl Eckstrom, president.


ATLANTA LIFE: A.M. Best Downgrades Issuer Credit Rating to "b-"
---------------------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating to C+
(Marginal) from B- (Fair) and issuer credit rating to "b-" from
"bb-" of Atlanta Life Insurance Company (Atlanta Life) (Atlanta,
GA).  The ratings have been removed from under review with
negative implications and assigned a negative outlook.  Atlanta
Life is the life insurance member of Atlanta Life Financial Group,
Inc.

The rating actions are a result of A.M. Best's discussions with
Atlanta Life's management and its review of the company's
financial plans, which were developed in response to a consent
order issued recently by the Georgia Commissioner of Insurance,
designed primarily to remediate the company's risk-based capital
position.  The consent order was issued by the Commissioner after
earlier having placed Atlanta Life under Administrative
Supervision.  While under Administrative Supervision, Atlanta Life
is permitted to conduct normal business operations; however, it
must continue to adhere to the requirements of the consent order.

In 2009, Atlanta Life's absolute capital and surplus levels
dropped significantly -- more than 30% from the previous year --
accelerating further the declining trends in its capital and
surplus levels that have taken place over the past several years.
This decline in capital and surplus was triggered by an increase
in non-admitted assets (a Georgia Commissioner of Insurance
directive) related to pledged securities and operating balances
associated with an affiliate -- Jackson Securities, LLC (Jackson
Securities) -- and overall net operating losses primarily derived
from Atlanta Life's core assumed group life business.  A.M. Best
notes that loans to Jackson Securities continue to pay contractual
interest, and all outstanding loan balances remain on schedule to
be paid off in 2014.

The decline in absolute capital and surplus also has placed
significant pressure on Atlanta Life's already modest risk-
adjusted capitalization as measured by both Best's Capital
Adequacy Ratio (BCAR) and state regulators.  Additionally, the
reduced level of capital and surplus has further diminished the
company's financial flexibility, which also remains encumbered by
loans made to another affiliate -- Herndon Capital Management,
LLC.  Additionally, A.M. Best notes that contractual interest
continues to be paid on these loans, which are scheduled to be
paid off in 2012.

The assigned negative outlook reflects A.M. Best's belief that
given Atlanta Life's modest historical operating performance
results, it will be challenged to reverse declining capital and
surplus trends and improve risk-adjusted capitalization without a
meaningful infusion of capital.  In A.M. Best's opinion, should
the company's regulatory risk-based capital ratio decline further,
there would be a material risk that the Georgia Commissioner of
Insurance could place the company under Regulatory Supervision.
However, A.M. Best notes that Atlanta Life has sent a letter to
the Georgia Commissioner requesting a hearing be held to rescind
the Consent Order of Administrative Supervision.

Partially mitigating these factors are Atlanta Life's disciplined
premium growth strategy of its core assumed group life business,
as well as a conservative fixed income investment portfolio that
has, thus far, avoided significant realized and unrealized
investment losses.


ATP OIL: Moody's Gives Negative Outlook Due to Drilling Moratorium
------------------------------------------------------------------
Moody's Investors Service lowered ATP Oil & Gas Corporation's
rating outlook to negative from positive and affirmed its Caa2
Corporate Family Rating, Caa2 Probability of Default Rating, and
Caa2 (LGD 4; 53%) rating on $1.5 billion of unregistered 144A
senior second lien notes due 2015.  Moody's also reduced ATP's
Speculative Grade Liquidity rating to SGL-4 from SGL-3.  ATP is a
small exploration and production company operating in the shallow
and deep waters of the Gulf of Mexico (approximately two-thirds of
reserves) and in the North Sea.  At year-end 2009, ATP held 135.1
mmboe in proven reserves, of which a very small 13% was proven
developed and a smaller proportion than that was proven developed
and producing reserves.

The move to a negative outlook reflects that the ratings and prior
outlook were tied specifically to successfully drilling,
completing and tying in three deepwater Gulf of Mexico Telemark
Field wells to first production this year, at roughly the
projected production rates, and that by year-end 2010 ATP's 2011
drilling program would adequately capable of supporting the post-
Telemark higher production base.  Telemark is located in
approximately 4,450 feet of water and most of ATP's other core
prospects are located in GOM deep waters.

Accordingly, the negative outlook reflects the impact of the
Department of the Interior's deepwater GOM drilling moratorium
declared May 30 after the BP PLC Macondo well blow out.  This will
delay two of ATP's four Telemark wells at least for the cited six
months or, in Moody's opinion, longer.  ATP reports that the
moratorium does permit it to complete its already drilled second
Telemark well (MC 941 #3), although ATP is still waiting for third
party completion services and equipment that are delayed due to
the sector's effort to shut the Macondo well down.  As detailed in
Moody's April 14, 2010 analysis, in Moody's view ATP's operating
and financial profiles left little latitude in the ratings and
outlook to absorb material delays in sequencing its deepwater GOM
wells to first production.

Furthermore, given the unknown ultimate length of the moratorium,
let alone the unknown regulatory conditions, cost and pace at
which the sector will be able to recommence drilling after the
moratorium is lifted, greatly diminish the visibility on timing
and economics of ATP's Telemark, Canyon Express MC 305 #2, and
Gomez Hub MC 711 #9 and MC711 #10 wells as well as its ATP's 2011
deepwater program.  Telemark alone represents over 35% of ATP's
reserves and forecasted Telemark production is more than double
ATP's diminished fourth quarter 2009 production.

The ratings remain restrained by ATP's small production and cash
flow base, its very short PD and PDP reserve lives, low drilling
risk diversification, extremely high leverage, heavy capital
spending in excess of cash flow, large net profits interest and
overriding royalty obligations on current producing and future
producing properties once they come on production, and other long-
term obligations.  While the timing, cost, and production response
of the drilling program were too speculative to support a higher
rating, the second quarter through fourth quarter 2010
visibilities of the three pending Telemark wells and other 2010
and 2011 prospects warranted a positive outlook.

The ratings could be stabilized once ATP is able to mount
sustained production increases needed to substantially reduce its
extreme leverage on units of production and cash flow.  The
company has promising prospects backed by prior well control data
and seismic interpretation.  But its massive debt burdens relative
to current rates of production are a heavy burden to carry given
its short PD reserve life and inability to significantly replace
production decline during the drilling moratorium.

The ratings are supported by significant cash liquidity after the
April bond offering, although outlays substantially exceed current
cash flow.  The ratings also benefit from ATP's decade long
history of acquiring non-producing Gulf of Mexico and North Sea
properties from other producers and subsequently funding,
drilling, developing, completing, and bringing them to production.
In first and second quarter 2010, ATP also began to significantly
reverse several quarters of production decline.  In the first
quarter and second quarters of 2010, ATP's well completion at
Mississippi Canyon Block 711 (part of its Gomez complex), the
resumption and the addition of production at its Canyon Express
Hub, and the completion of its first Telemark well in late March
boosted daily production by more than 75% above depleted fourth
quarter 2009 production.  ATP's substantial oil and liquids
production component also positively exposes it to oil prices that
remain much stronger than natural gas prices.

In light of ATP's short PDP reserve life, reduced visibility on
production rates and cash flow over the next four quarters, and
its heavy capital outlays, the liquidity rating is downgraded to
SGL-4 from SGL-3.  While ATP still carries significant cash
balances, it is committed to paying fixed rig day rates, the
drilling moratorium could consume substantial cash, and seriously
erode bank covenant coverage.  To raise additional liquidity, the
company may be still attempting to partly or fully monetize its
ATP Titan floating production platform, the core production
infrastructure asset for its Telemark Hub operation.

ATP had completed its pivotal Telemark Hub production
infrastructure and the first Telemark well (AV 63 #4) was brought
on production just before the note offering.  The company believes
it will be able to complete its already drilled MC 941 #3 and MC
754 #1 wells by year end 2010.  However, given the nature of
reservoir pressure, the risk of undetected permeability barriers,
and risk of premature water encroachment and production decline,
identifying even the completed Telemark well's reservoir drive
mechanism, and estimating its decline curve, are tenuous after
only two months of production.

ATP carries high operating and capital risk concentrations due to
its strategy of holding 100% working interests in offshore
projects and in buying or constructing its own floating production
platforms.  Its business model involves purchasing, at
comparatively low cost, and then drilling and developing other
producers' non-strategic PUD and non-proven properties in the GOM
and North Sea.  It therefore carries large up-front capital
spending outlays, long project lead times, delay and cost overrun
risks (particularly of its floating production platform
construction program), fast production decline curves, and the
challenges of sequencing new projects to come on line faster than
older projects are declining.

ATP carries especially high leverage on daily production rates and
year-end 2009 PD reserves, even pro-forma for its original
production forecast.  Its 2010 capital spending budget exceeds
pre-Telemark cash flow and capital spending will continue at high
levels for several years.

The Caa2 ratings and positive outlook were assigned on April 14,
2010.

ATP Oil & Gas Corporation is an independent oil and gas company
headquartered in Houston, Texas.


BLOCKBUSTER INC: Still in Talks to Reduce $900MM Debt Load
----------------------------------------------------------
Gary Fernandes, a member of the company's board of directors of
Blockbuster Inc., in an interview with Dow Jones Newswire, said
that the Company's progress toward recapitalization has come in
"fits and starts."

According to Dow Jones, Mr. Fernandes, defending himself against
dissident shareholder Gregory S. Meyer's efforts to unseat him,
said he's on a special board committee that meets weekly with
management and advisors to review efforts to reduce Blockbuster's
debt load of more than $900 million.

"Every time we think we find something that's going to be a
perfect fit, there's a reason it has to be changed," Mr. Fernandes
said in the interview.  With two sets of bondholders, potential
new investors conducting due diligence and "a whole series of
strategic moves" under consideration, Blockbuster is "doing an
extra thorough job" reviewing its options, he said.

According to Dow Jones, people familiar with discussions have said
that one group of bondholders has offered to wipe out the
$300 million in debt owed them in exchange for the "lion's share"
of new equity in a retooled company.  These bondholders, who are
at the back of the line for repayment, would also get $125 million
of new debt with lenient repayment terms for Blockbuster.  But The
Wall Street Journal reported last week that those discussions had
bogged down as the two sides debated how much new money
Blockbuster needs to fund its business.  Sources said the
bondholders proposed investing around $30 million, but Blockbuster
wanted $100 million.

Mr. Fernandes declined to provide specifics on options or talks.

"We're pretty far downstream in exploring the alternatives," he
said, adding he expects Blockbuster in the "next relatively short
period of time" to be "realizing some of those opportunities."

By "short period of time," Mr. Fernandes said he meant "the next
30, 60, or 90 days."

Blockbuster Chairman and Chief Executive Jim Keyes has said he
hopes to provide shareholders an update on recapitalization
efforts by the June 24 shareholder meeting.

Blockbuster's board is supporting Mr. Fernandes, who was targeted
after director James Crystal, whom Mr. Meyer first sought to
replace, decided against running for re-election.

Blockbuster has $41.5 million in interest and amortization
payments due to senior bondholders on July 1, and Mr. Fernandes
said the company is talking with debt holders about possible
"accommodations" on the timing or payment amounts and any related
cost, if any.

Mr. Fernandes said it's also "premature" to speculate that
shareholders will get nothing in any recapitalization.
Blockbuster's class A shares have fallen more than 60% over the
last year and recently traded at 34 cents.

                       About Blockbuster Inc.

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

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

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

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


BLOCKBUSTER INC: Bondholder Battle Reported
-------------------------------------------
The Deal.com's Richard Morgan says the proxy battle between the
board of Blockbuster Inc. and self-nominated director Gregory
Meyer should end this sideshow until the Company's real opposing
sides -- the holders of $300 million aggregate principal amount of
9% senior subordinated notes; and the holders of $630 million
aggregate principal outstanding 11.75% senior secured notes --
come to terms.

According to Mr. Morgan, the subordinated noteholders have offered
to invest more money in Blockbuster and to equitize their debt --
provided secured noteholders defer some of their principal
amortization.  Secured noteholders have disagreed.  Mr. Morgan
also relates the secured noteholders are entertaining a debtor-in-
possession financing.  "That means they're not afraid of
bankruptcy, as long as it features a defensive DIP rather than a
third-party DIP," Mr. Morgan says.

The Troubled Company Reporter, citing The Wall Street Journal's
Mike Spector, reported on May 28, 2010, that Blockbuster's effort
to reduce its debt load of more than $900 million has hit a snag
over how much investors would pump into the struggling chain.  Mr.
Spector said people familiar with the discussions said that one
group of bondholders has offered to wipe out the $300 million in
debt owed them in exchange for the "lion's share" of new equity in
a retooled company.  These bondholders, who are at the back of the
line for repayment, would also get $125 million of new debt with
lenient repayment terms for Blockbuster.  But those discussions
have bogged down of late, as the two sides debate how much new
money Blockbuster needs to fund its business.  The bondholders
have proposed investing around $30 million, but Blockbuster wants
$100 million, the people said, according to WSJ.

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

The Deal.com notes that, in the last quarter, while posting a net
loss of $67.1 million, Blockbuster's cash position fell to
$109.9 million (from $188.7 million when the quarter began).  The
company's total debt stands at $920 million.  The $79.4 million
current portion of that Company's debt is now greater than its
$75 million market capitalization.

"The stock is at 33 cents, and some shareholder is screaming at
directors to join the board," muses a long-time follower of the
Company, Mr. Morgan writes for The Deal.com.  This implies both
sides plan on being around after Blockbuster works through its
debt issues -- a notion an increasing number consider unlikely and
the company follower calls "delusional."  "They should just stop
it," he adds, "or they'll wind up spending more on the proxy fight
than the value of the common equity."

                       "Extra Thorough Job"

Gary J. Fernandes, a member of Blockbuster's Board of Directors,
told the Dow Jones Newswires in an interview on June 2, 2010, with
two sets of bondholders, potential new investors conducting due
diligence and "a whole series of strategic moves" under
consideration, Blockbuster is "doing an extra thorough job"
reviewing its options.

"Every time we think we find something that's going to be a
perfect fit, there's a reason it has to be changed," Mr. Fernandes
said in an interview.

Dissident shareholder Gregory S. Meyer is seeking to unseat Mr.
Fernandes -- together with James W. Crystal -- from the Board.
Blockbuster's Board announced on May 21, 2010 that Mr. Crystal
would not stand for re-election.  A full-text copy of Mr. Meyer's
"Presentation to Blockbuster Shareholders" is available at no
charge at http://ResearchArchives.com/t/s?645e

According to Dow Jones, Mr. Fernandes said he's on a special board
committee that meets weekly with management and advisors to review
efforts to reduce Blockbuster's debt load.

"We're pretty far downstream in exploring the alternatives," Mr.
Fernandes told Dow Jones, adding he expects Blockbuster in the
"next relatively short period of time" to be "realizing some of
those opportunities."  By "short period of time," Mr. Fernandes
said he meant "the next 30, 60, or 90 days."

Dow Jones notes Blockbuster Chairman and Chief Executive Jim Keyes
has said he hopes to provide shareholders an update on
recapitalization efforts by the June 24 shareholder meeting.

Blockbuster has $41.5 million in interest and amortization
payments due to senior bondholders on July 1.

In a statement on May 27, Blockbuster's Board offered its "strong
and unwavering" support for Mr. Fernandes, a former vice chairman
of Electronic Data Systems Corporation.  The Board called Mr.
Fernandes "the latest candidate on the company's slate of director
nominees to be baselessly targeted by Greg Meyer, who is pursuing
an ill-conceived proxy contest to get himself elected to the
Blockbuster Board."

Mr. Meyer is the beneficial owner of 620,000 shares of Class A
common stock and 25,000 shares of Class B common stock of
Blockbuster, representing approximately 0.44% of the outstanding
shares of Class A common stock of the Company.

Last month, the Board nominated Kathleen Dore for election to the
Blockbuster Board of Directors at the Company's 2010 Annual
Stockholders' Meeting.  Ms. Dore was nominated to fill the seat to
be vacated by Mr. Crystal.

                       About Blockbuster Inc.

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

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

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

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


BLOCKBUSTER INC: Centaurus Holds 4.6% of Class B Shares
-------------------------------------------------------
United Kingdom-based Centaurus Capital LP and Centaurus Capital
Limited disclosed that as of May 25, 2010, they held 3,310,149
shares or roughly 4.6% of the Class B common stock, par value
$0.01 per share, of Blockbuster Inc.

Centaurus Capital LP is a United Kingdom limited partnership,
which serves as investment manager to Centaurus International Risk
Arbitrage Master Fund Limited and certain managed accounts, with
respect to the shares of Common Stock directly owned by CIRAF and
the managed accounts.  Centaurus Capital Limited, a corporation
organized under the laws of the United Kingdom, which serves as
the general partner to Centaurus, with respect to the shares of
Common Stock directly owned by CIRAF and the managed accounts.

                       About Blockbuster Inc.

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

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

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

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


BOYD GAMING: Moody's Downgrades Corporate Family Rating to 'B2'
---------------------------------------------------------------
Moody's Investors Service lowered the ratings of Boyd Gaming
Corporation and assigned a stable rating outlook.  Boyd's
Corporate Family Rating and Probability of Default Rating were
lowered to B2 from B1.  The company's senior subordinated notes
were lowered to Caa1 from B3.  Boyd's SGL-3 Speculative Grade
Liquidity rating was maintained.  This rating action concludes the
review process that was initiated on March 3, 2010.

The downgrade of Boyd's Corporate Family Rating to B2 from B1
reflects the company's significant and continued exposure to the
Las Vegas locals gaming market.  While the pace of revenue and
EBITDA deterioration of Boyd's casino properties located in that
market has slowed, Moody's believes these casinos will remain
challenged in terms of revenue growth and profitability.  Thus, it
will be difficult for Boyd to reduce leverage -- debt/EBITDA is
currently over 7 times -- over the near to medium term to levels
acceptable for the prior rating.

"The Las Vegas Locals market, which currently accounts for about
44% of Boyd's wholly-owned property-level EBITDA, was one of the
hardest hit by the recession, and in Moody's view, likely to be
one of the last to recover," stated Keith Foley, Senior Vice
President at Moody's.

The stable outlook considers Boyd's adequate liquidity profile and
acknowledges that despite high leverage and revenue challenges,
Boyd can likely generate positive free cash flow after all debt
service and capital expenditures through 2010.  It also recognizes
that Boyd may be challenged to meet the total leverage covenant
requirement in its bank facility during the next several quarters.
Ratings could be pressured if it appears Boyd will violate its
bank loan covenants and have difficulty obtaining covenant relief,
earnings declines do not decelerate, or the company does not take
steps to reduce leverage well in advance of its May 2012 revolver
expiration.  Currently, outstanding revolver debt accounts for
almost 75% of Boyd's total outstanding debt.

The ratings and outlook do not consider the possible event risk
associated with Boyd's interest in purchasing assets from Station
Casinos or MGM MIRAGE's planned divestiture of its 50% interest in
Marina District Development Holding Company, LLC, a joint venture
with Boyd that owns the Borgata Hotel Casino in Atlantic City, NJ.
While these events -- individually or in combination -- could have
an impact on Boyd's ratings, their speculative and event driven
nature make it difficult to incorporate into the ratings.

Ratings lowered:

  -- Corporate Family Rating to B2 from B1

  -- Probability of Default Rating to B2 from B1

  -- 6.75% senior subordinated notes due 2014 to Caa1 (LGD 6, 92%)
     from B3 (LGD 6, 92%)

  -- 7.75% senior subordinated notes due 2012 to Caa1 (LGD 6, 92%)
     from B3 (LGD 6, 92%)

  -- 7.125% senior subordinated notes due 2016 to Caa1 (LGD 6,
     92%) from B3 (LGD 6, 92%)

The previous rating action for Boyd occurred on March 3, 2010,
when Moody's placed the company's ratings on review for possible
downgrade.

Boyd Gaming Corporation wholly owns and operates gaming and
entertainment facilities located in Nevada, Mississippi, Illinois,
Louisiana, and Indiana.  The company is also 50% partner in a
joint venture that owns and operates the Borgata Hotel Casino in
Atlantic City, New Jersey.  The company generates about
$1.6 billion of annual net revenue.


BRIDGEWATER POINTE: Prudential Puts Condo Units Up for Sale
-----------------------------------------------------------
Laurie Edwards at Smith Mountain Lake reports that Prudential
Waterfront Properties will accept contracts on Bridgewater
Pointed, a 48-unit condominium.  Prudential will be taking $5,000
deposits for the three- and four-bedroom units originally priced
from between $199,500 and $535,000.

Based in Moneta, Virginia, Bridgewater Pointe Partners LLC --
http://bridgewaterpointe.com/-- is a real estate developer.
The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on April 16, 2008, (Bankr. W.D. Va. Case No.: 08-70682
to 08-70684).  No trustee or examiner has been appointed in these
Chapter 11 cases.  Bridgewater Pointe's financial condition at
bankruptcy filing showed estimated assets of $10 million to
$50 million and estimated debts of $1 million to $10 million.


CENTRAL FALLS, R.I.: Hearing for Permanent Receiver Today
---------------------------------------------------------
Romy Varghese at Dow Jones Newswires reports Central Falls, a
small but deeply troubled Rhode Island city, has requested and
received a court-appointed temporary receiver.  A hearing on the
selection of a permanent receiver is scheduled in Rhode Island
Superior Court in Providence on Wednesday.

Dow Jones says the case is being watched by participants in the
$2.8 trillion municipal bond market to see if any lessons can be
applied to other distressed municipalities.  Dow Jones says the
case is a first for any municipality in the state and rare for
municipal issuers.

Dow Jones also relates the temporary receiver, attorney Jonathan
Savage, already has suspended non-critical expenses and sent early
tax bills, and is reviewing the city's finances with a former
state auditor general.

According to Dow Jones, a permanent receiver would be able to
rework union contracts, bond payments and other obligations, with
court approval.  It's not yet clear if the receiver's decisions
could withstand legal challenges from unions or bondholders, Dow
Jones says.

According to Dow Jones, the temporary receiver said the city will
make a $4 million payment on tax anticipation notes due June 30.

Dow Jones recalls Moody's had warned that the city could miss this
payment when it downgraded the rating five notches to B3, firmly
in junk territory.  Standard & Poor's has a C rating on the city,
which has about $17 million in general obligation debt.

Dow Jones further reports Central Falls, which has a budget of
about $18 million, projects a $3 million deficit this year and a
$5 million gap in fiscal 2011.  Dow Jones relates Joseph Larisa,
special counsel for the city, said the city only has $4 million in
a pension fund that has $35 million in liabilities.  "The problems
Central Falls is facing are far beyond any fix the state budget
commission could do," Mr. Larisa said.

Dow Jones notes Central Falls officials considered receivership a
better alternative than a less-sweeping process in which the state
government appoints a panel to review a distressed city's
finances.  Dow Jones notes Rhode Island is one of 22 states with
no laws permitting municipalities to file for bankruptcy.

According to Dow Jones, Jim Spiotto, a restructuring specialist
and partner at the law firm Chapman and Cutler in Chicago, said
the last municipality to undergo receivership was probably
Chelsea, Mass., in 1991.  "You don't have any experience of a
large municipality or a large issuer of municipal bonds using
receivership at all."


CHARLES RIVER: Moody's Downgrades Corporate Family Rating to 'Ba2'
------------------------------------------------------------------
Moody's Investors Service downgraded the long-term ratings of
Charles River Laboratories International, Inc., including the
Corporate Family Rating and the Probability of Default Rating to
Ba2 from Ba1.  This concludes the ratings review initiated
April 27, 2010, following the announcement that Charles River
would acquire WuXi PharmaTech (Cayman) Inc. for $1.6 billion in
cash and stock.  Concurrently, Moody's assigned a Ba1 rating to
the proposed $1.2 billion senior secured credit facility that will
be used, in part, to finance the acquisition.  The rating outlook
is stable.

The downgrade to Ba2 reflects the significant increase in
financial leverage that Charles River is assuming to acquire WuXi,
as well as risks associated with integrating and operating a
China-based company.  The downgrade also reflects the
significantly lower levels of revenue and EBITDA for Charles
River's preclinical services business, as a result of pricing
pressure and project cancellations/delays from pharmaceutical and
biotechnology clients over the past 18 months.  Moody's believe
this business will remain pressured over the near-term.

The Ba2 rating is supported by Charles River's leading position in
the research models and preclinical services market.  The
acquisition of WuXi will further strengthen its position and
expand its breadth of product offerings to span the entire
spectrum of early-stage services.  The company's market position
is also enhanced by the very high barriers to entry, particularly
in the research models business.  The rating also reflects Moody's
view that the investment in China is a sound strategic move as
Asia becomes increasingly important in the global pharmaceutical
and life science markets.  Further, the rating is supported by the
company's history of relatively conservative financial policies
and Moody's expectation for rapid debt repayment and deleveraging.

Ratings downgraded:

* Corporate Family Rating, to Ba2 from Ba1
* Probability of Default Rating, to Ba2 from Ba1

Ratings assigned:

* Senior Secured $250 million Revolving Credit Facility due 2015,
  Ba1 (LGD3, 35%)

* Senior Secured $950 million Term Loan A due 2015, Ba1 (LGD3,
  35%)

Ratings confirmed and to be withdrawn at the close of the
transaction:

* Senior Secured $200 million Revolving Credit Facility due 2011,
  Baa2 (LGD2, 17%)

* Senior Secured $156 million (face value) Term Loan facility due
  2011, Baa2 (LGD2, 17%)

The Speculative Grade Liquidity Rating remains unchanged at SGL-2.

The outlook is stable.

The last rating action was April 27, 2010 when Moody's placed the
ratings under review for possible downgrade.

Charles River, headquartered in Wilmington, MA, is a contract
research organization that provides research tools and services
for drug discovery and development.  The company's revenues are
roughly split between the Research Models and Services business,
which involves the commercial production and sale of research
models; and the Preclinical Services business, which involves the
development and safety testing of drug candidates.  The company
reported revenues of $1.2 billion for the twelve months ended
March 27, 2010.


CHRYSLER LLC: Carpenters Commence Adversary Proceeding
------------------------------------------------------
Chad Carpenter, Jennifer Carpenter and Debbie Sponseller filed
with the United States Bankruptcy Court for the Southern District
of New York an order issued by Judge David L. Russell of the
United States District Court for the Western District of Oklahoma
granting the request of Chrysler Group LLC to transfer the case to
the United States District Court for the Southern District of New
York for referral to the New York Bankruptcy Court, pursuant to
Section 1412 of the Judicial and Judiciary Procedures Code.

The case was originally filed in state court on February 9, 2010,
asserting claims for breach of warranty, breach of contract,
misrepresentation and consumer fraud against the Chrysler
Defendants and Fowler Dodge, Inc., seeking actual and punitive
damages in connection with a 2007 Dodge 3500 Pickup Truck that the
Plaintiffs purchased in 2007.

On March 11, 2010, Chrysler LLC filed a Notice of Suggestion of
Bankruptcy in the state court action, and the automatic stay under
Section 362 of the Bankruptcy Code prohibited prosecution of the
action against the Debtors or their predecessors, including
Chrysler LLC and Chrysler Corporation.  On the same day, the
Plaintiffs filed an Amended Petition substituting Defendant David
Stanley Dodge, LLC, for Defendant Fowler Dodge, Inc.

Chrysler Group removed the case to the Oklahoma District Court on
March 22, 2010, asserting that the state court action is a civil
proceeding arising under, in or related to a case under the
Bankruptcy Code, over which district courts have original
jurisdiction under Section 1334 of the Judicial and Judiciary
Procedures Code, and that the state court action is founded on a
claim or right arising under the laws of the United States as set
forth in Section 1331 of the Judicial and Judiciary Procedures
Code.

Following removal, the Plaintiffs dismissed with prejudice their
claims for misrepresentation, consumer fraud and punitive damages
against Defendant Chrysler Group only.

In his order, Judge Russell noted that transfer of the case is in
the interest of justice.  "The relevant factors to be considered
in determining whether transfer is in the interest of justice
include the presumption in favor of trying cases related to a
bankruptcy case in the court is which the bankruptcy is pending;
the economic administration of the bankruptcy estate; and judicial
efficiency," he added.

                       About Chrysler Group

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

                        About Chrysler LLC

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

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

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


CHRYSLER LLC: New Chrysler Prevailing Most Arbitration Cases
------------------------------------------------------------
Chrysler Group LLC says the actions to reduce its dealer network
were a necessary part of Chrysler Group's viability and central to
the interim financing and partnership with Fiat.  The only
alternative would have been complete liquidation, which would have
resulted in all 3,200 dealers closing, hundreds of thousands of
lost jobs, and the Company defaulting on taxpayer loans.

According to the Chrysler statement, "While we are pleased that
the decisions of many arbitrators reflect a keen appreciation of
these circumstances, Chrysler Group is disappointed that some
decisions undermine the Federal Bankruptcy Court Order that
affirmed the rationalization process used to reject the dealership
agreements.  Despite this, we are confident we have the dealer
network in place that allows dealers to be successful, which will
result in greater investment in their communities, employees and
customers and, ultimately will enable the Chrysler Group to repay
the U.S. taxpayers in a timely manner."

                       About Chrysler Group

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

                        About Chrysler LLC

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

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

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


CHRYSLER LLC: New Chrysler to Recall 25,000 Cars Due to Gas Pedal
-----------------------------------------------------------------
Chrysler Group LLC will recall more than 25,000 Dodge Calibers and
Jeep Compass vehicles in the U.S. to fix sticking gas pedals,
according to a June 5 report by Detroit Free Press.

Chrysler Group said the problem resulted from a manufacturing
defect at CTS that caused the bearing housing to be made too
large.  CTS corrected the problem in March 2006, the report said.

The auto maker said it does not consider the problem a safety
defect because the 25,263 2007 Dodge Calibers and 71 Jeep Compass
models were equipped with brake-override software.

Chrysler Group estimated that only 30% of the vehicles covered by
the recall would actually have the problem, Detroit Free Press
reported.

In addition to the U.S. vehicles, the recall also covers 5,572
cars in Canada, 2,260 in Mexico and 1,536 elsewhere, according to
the report.

                       About Chrysler Group

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

                        About Chrysler LLC

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

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

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


CHRYSLER LLC: New Chrysler Won't Accept Additional Applicants
-------------------------------------------------------------
Chrysler Group LLC spokesperson Shawn Morgan said the auto maker
has enough applicants for the 1,080 jobs it will add in July at
the Jefferson North assembly plant, according to a May 24 report
by Detroit Free Press.

"We have enough people who have already applied," Detroit Free
Press quoted Ms. Morgan as saying.

Chrysler Group earlier announced that it would be hiring almost
1,100 new workers at the plant that was retooled for production of
its new Grand Cherokee, Reuters reported.

A Jeep model, the Grand Cherokee is expected to win back market
share against rival models like the Honda Pilot and the Ford
Escape.  It is the only all-new vehicle Chrysler Group will have
in showrooms between now and the fourth quarter.

Chrysler Group and the United Auto Workers union said the new
workers would be hired starting at the $14-per-hour wage rate that
the automaker negotiated to reduce labor costs, which is half the
pay that veteran UAW workers get, according to Reuters.

"This gets us back into the ball game.  It's going to help us
compete with our rivals," Reuters quoted UAW Vice-President
General Holiefield as saying.

Chrysler Group's sales in the first four months of this year were
up nearly 2%.  Its U.S. market share has fallen from almost 11% to
9.4%, according to the report.

                       About Chrysler Group

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

                        About Chrysler LLC

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

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

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


CINRAM INTERNATIONAL: Moody's Affirms 'Caa1' Corp. Family Rating
----------------------------------------------------------------
Moody's Investors Service downgraded Cinram International Inc.'s
speculative grade liquidity rating to SGL-4 (indicating poor
liquidity arrangements) from SGL-3 (indicative of adequate
liquidity arrangements) as a consequence of the company's
revolving credit facility being due within the next four quarters.
While the company has likely initiated refinance discussions and
Moody's expect management to fully address this matter, the May 5,
2011 maturity date of the company's credit facility mandates the
SGL rating downgrade -- this is despite a sizeable cash balance
($134 million at March 31, 2010).  Other than modest adjustments
to loss given default assessments resulting from ongoing debt
reduction, Cinram's other ratings (see ratings listing below)
remain unchanged and have been affirmed.  Upon the company
normalizing its third party liquidity arrangements, Moody's will
reconsider the company's liquidity rating.

Downgrades:

Issuer: Cinram International Inc.

  -- Speculative Grade Liquidity Rating, Downgraded to SGL-4 from
     SGL-3

Other rating/outlook actions:

Issuer: Cinram International Inc.

  -- Corporate Family Rating, Unchanged/Affirmed at Caa1

  -- Probability of Default Rating, Unchanged/Affirmed at Caa2

  -- Senior Secured Bank Credit Facility, Unchanged/Affirmed at B3
     with the LGD assessment revised to LGD2, 27% from LGD2, 28%

  -- Outlook, Unchanged at Negative

The primary ratings influence is the company's need to reinvent
itself as the financial viability of its core activity, CD and DVD
replication, gradually wanes.  Given the uncertain duration and
magnitude of the technology tail, the company may be able to
survive in its current form for quite some time; however, ongoing
recessionary pressures that have suppressed consumer non-durable
spending have, in turn exacerbated the long term secular issues.
These have been further exacerbated by way of the pending
cancellation of a key long term contract.  This development
further complicates the already challenging process of refinancing
the company's bank credit facility when it comes due in May 2011.
This matter continues to be a key ratings matter and also
contributes to the prevailing negative outlook.

Moody's most recent rating action concerning Cinram was taken on
February 3, 2010, at which time Moody's downgraded Cinram's CFR
and PDR to Caa1 and Caa2, respectively.

With headquarters in Toronto, Ontario, Canada, Cinram
International Inc. is one of the world's largest independent
manufacturers, replicators and distributors of DVDs and audio CDs.


CLAMOR/JUST PASSING: Case Summary & 20 Largest Unsec. Creditors
---------------------------------------------------------------
Debtor: Clamor/Just Passing Time, Inc.
        fdba Just Passing Time, Inc.
        2180 S.W. 71 Terrace
        Davie, FL 33317

Bankruptcy Case No.: 10-25817

Chapter 11 Petition Date: June 4, 2010

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

Judge: Raymond B. Ray

Debtor's Counsel: Mark A. Levy, Esq.
                  200 E Las Olas Blvd #1900
                  Ft. Lauderdale, FL 33301
                  Tel: (954) 522-2200
                  E-mail: mark.levy@brinkleymorgan.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:

            http://bankrupt.com/misc/flsb10-25817.pdf

The petition was signed by Alan Akouka, company's president/CEO.


COLONIAL BANCGROUP: Seeks Exclusivity Extension
-----------------------------------------------
Bankruptcy Law360 reports that the Colonial Bancgroup Inc. has
asked a bankruptcy judge to extend its exclusive periods for
filing and soliciting acceptance of its Chapter 11 plan so the
court can first decide a dispute between the debtor and the
Federal Deposit Insurance Corp. over $38 million in deposits.

Headquartered in Montgomery, Alabama, The Colonial BancGroup, Inc.
(NYSE: CNB) was holding company to Colonial Bank, N.A, its
banking subsidiary.  Colonial bank -- http://www.colonialbank.com/
-- operated 354 branches in Florida, Alabama, Georgia, Nevada and
Texas with over $26 billion in assets.  On August 14, 2009,
Colonial Bank was seized by regulators and the Federal Deposit
Insurance Corporation was named receiver.  The FDIC sold most of
the assets to Branch Banking and Trust, Winston-Salem, North
Carolina.  BB&T acquired $22 billion in assets and assumed
$20 billion in deposits of the Bank.

The Colonial BancGroup filed for Chapter 11 bankruptcy protection
on August 25, 2009 (Bankr. M.D. Ala. Case No. 09-32303).  W. Clark
Watson, Esq., at Balch & Bingham LLP and Rufus T. Dorsey IV,
Esq., at Parker Hudson Rainer & Dobbs LLP, assist the Company in
its restructuring effort.  The Company listed $45,000,000 in
assets and $380,000,000 in debts in its bankruptcy filing.


CONGOLEUM CORPORATION: Court Confirms Plan of Reorganization
------------------------------------------------------------
Congoleum Corporation reported that the District Court of New
Jersey has entered an order confirming Congoleum's Fourth Amended
Plan of Reorganization.  With the District Court's confirmation
order, Congoleum will now proceed with the steps necessary to
implement the plan.

Roger S. Marcus, Chairman of the Board, commented, "I am
absolutely elated to see Congoleum's plan confirmed at last.  It
has been a long, difficult journey out of the complicated asbestos
and insurance litigation we faced nearly nine years ago.  I could
not be happier about putting this chapter of our history behind
us."

"Through their dedication and hard work, the employees of
Congoleum have seen this company through not only this bankruptcy
but also the worst economic downturn in a generation.  This
confirmation order rewards their efforts in putting our asbestos
problems behind us, reducing our other debt, and giving the
company a fresh start toward prosperity in the future."

Mr. Marcus concluded, "Consummation of our reorganization requires
various transactions such as closing on our new financing
arrangements.  While we have been working on these steps, we could
not complete them until the confirmation order was entered.  We
expect to complete these remaining steps and emerge from
bankruptcy shortly."

                  About Congoleum Corporation

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

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

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

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

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

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

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

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

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


COOPER-STANDARD: Post Bankr. Company Retains Moody's 'B1' Rating
----------------------------------------------------------------
Moody's Investors Service has affirmed the ratings of the
reorganized Cooper-Standard Automotive Inc. -- Corporate Family
Rating, B1; Probability of Default Rating, B1.  In a related
action, Moody's affirmed the B2 rating on Cooper-Standard's senior
unsecured notes.  Moody's also assigned a Speculative Grade
Liquidity rating of SGL-3.  The rating outlook is stable.  The
financing for the company's emergence from Chapter 11 bankruptcy
protection has been funded in line with the structure originally
rated by Moody's in a press release dated April 26, 2010.

On May 27, 2010, Cooper-Standard's parent company announced that
it emerged from bankruptcy and that its Second Amended Joint
Chapter 11 Plan of Reorganization became effective.  The unsecured
8½% senior notes originally were issued on May 11, 2010 by
CSA Escrow Corporation, an indirect, wholly-owned non-debtor
subsidiary in the amount of $450 million.  In connection with the
emergence from bankruptcy protection, CSA Escrow Corporation has
been merged into Cooper-Standard, and the proceeds from the notes
offering have been released from escrow.  Proceeds from the
unsecured notes, along with proceeds raised from a $355 million
equity rights offering consisting of $100 million of 7%
convertible preferred stock, and $255 million of common stock were
used to repay Cooper-Standard's debtor-in-possession facility,
senior secured pre-petition claims, a portion of the pre-petition
senior notes due in cash, and other bankruptcy related claims and
expenses.  The company also entered into a $125 million asset-
based revolving credit facility.

The B1 Corporate Family Rating reflects the company's
significantly de-leveraged capital structure and the prospects for
renewed profitability from the company's automotive parts
operations.  The company's new debt structure provides a greater
degree of operating flexibility which can be more readily serviced
from operating earnings and cash flow.  The company's operating
performance will benefit from an improved cost structure and
improved market conditions in North America (47% of revenues).
However, revenue growth will be challenged by European auto sales
(approximately 40% of revenues) where the market recovery is
expected to lag other regions in 2010.  The CFR also incorporates
Moody's belief that Cooper-Standard will continue to be viewed as
a key supplier to major auto OEM's.  See Moody's press release
dated April 26, 2010.

The Speculative Grade Liquidity rating of SGL-3 indicates the
expectation of an adequate liquidity profile over the next twelve
months.  Cooper-Standard's operating performance in the first
quarter of 2010 supports cash balance and free cash flow
expectations as outlined in Moody's press release dated April 26,
2010.  As such, Moody's continue to expect the company's modestly
sized $125 million asset based revolving credit facility to be
largely unfunded over the near term.  The primary financial
covenant under the asset based revolver is a springing fixed
charge covenant of 1.1 to 1 when availability falls below the
greater of $18.75MM or 15% of the facility commitment.  The
unsecured note does not have financial maintenance covenants,
providing ample operating flexibility.  Alternate liquidity will
be limited by debt incurrence covenants under the notes.  The
Indenture will contain a customary negative pledge covenant which
would prohibit liens, other than Permitted Liens (which include
the asset based revolving credit faculty and other exceptions),
unless the Notes are equally and ratably secured.

These ratings were affirmed:

Cooper-Standard Automotive Inc.:

* Corporate Family Rating, B1;

* Probability of Default, B1;

* B2 (LGD4, 58%), for the $450 million senior unsecured notes due
  2018

This rating was assigned:

* Speculative Grade Liquidity Rating, SGL-3

The $125MM asset based revolving credit facility is not rated by
Moody's.

The last rating action was on April 26, 2010, when the (P)B1
Corporate Family Rating was assigned.

Cooper-Standard Automotive Inc., headquartered in Novi, Michigan,
is a leading global supplier of systems and components for the
automotive industry.  Products include body sealing systems, fluid
handling systems and anti-vibration systems.  Cooper-Standard
Automotive employs approximately 16,000 people globally and
operates in 18 countries around the world.  The company had net
sales of $1.9 billion in 2009.


COVENTRY HEALTH: Moody's Affirms 'Ba1' Senior Unsec. Debt Rating
----------------------------------------------------------------
Moody's Investors Service affirmed Coventry Health Care, Inc.'s
senior unsecured debt rating at Ba1 and the insurance financial
strength ratings of its key operating subsidiaries at Baa1.  The
outlook on Coventry was changed to stable from negative.

In affirming the ratings and changing the outlook to stable,
Moody's cited several key factors relating to the company's
financial profile.  First, Coventry has refocused on its core
businesses, exited unprofitable businesses (e.g., Medicare
Advantage private fee-for-service business at the end of 2009),
and improved/stabilized results.  Second, Coventry continues to
demonstrate a strong liquidity position and has a significant
stream of unregulated cash flows to service its debt.  And lastly,
despite the potential for excess capital to be upstreamed to the
parent, Coventry's NAIC risk-based capital ratio is expected to
remain strong at approximately 200% of company action level in
2010.

Moody's Senior Vice President, Steve Zaharuk commented, "Overall,
Coventry has addressed the issues that led to lower earnings in
2008 and early 2009, and has strengthened its core businesses.
Moody's anticipate that earnings margins will stabilize at the 2-
3% level for the near- to intermediate-term, which supports the
company's ratings." However, the rating agency stated that the
uncertainties and business challenges driven by the current
economic and political climate will continue to place pressure on
Coventry's business profile and ratings.  In particular,
Coventry's commercial membership is expected to remain pressured
as a result of the high unemployment rate and increasing
healthcare premiums, and in addition, the new minimum medical loss
ratio requirements could limit earnings on this segment.
Furthermore, reimbursement changes for MA products as a result of
healthcare reform could suppress membership growth for Coventry's
MA products.  On the positive side, Mr. Zaharuk added, "Coventry's
growing Medicaid segment, with expansion into Nebraska and
Pennsylvania in 2010, will provide diversity and growth
opportunities."

The rating agency indicated that if Coventry committed to
maintaining its consolidated NAIC risk-based capital ratio at or
above 200% of company action level, maintained financial leverage
in the low 30% range, produced consistent after-tax margins of at
least 3%, and improved EBIT interest coverage to 9 times, then the
ratings could be upgraded.  Conversely, this could result in a
rating downgrade: financial leverage increasing above 40%, the RBC
ratio falling below 150% CAL, commercial membership decreasing by
10% or more over a twelve month period, or annual net margins
falling below 1%.

These ratings were affirmed with a stable outlook:

* Coventry Health Care, Inc.: senior unsecured debt rating at Ba1;
  senior unsecured credit facility at Ba1; corporate family rating
  at Ba1;

* HealthAssurance Pennsylvania, Inc: insurance financial strength
  rating at Baa1;

* HealthAmerica Pennsylvania, Inc.: insurance financial strength
  rating at Baa1;

* Group Health Plan, Inc.: insurance financial strength rating at
  Baa1.

Coventry Health Care, Inc., headquartered in Bethesda, Maryland,
reported medical membership of 3.2 million and Part D Medicare
membership of approximately 1.6 million as of March 31, 2010.  The
company reported net income of $97 million on revenues (including
investment income) of approximately $2.9 billion for the three
months ending March 31, 2010.

Moody's most recent rating action on Coventry was on June 10,
2009, when Moody's affirmed Coventry's ratings and changed the
outlook to negative from stable.

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



CRYSTAL SPRINGS: Gets Interim Okay to Use Cash Collateral
---------------------------------------------------------
Crystal Springs Phase I, LLC, and Crystal Springs Investors, LLC,
sought and obtained interim authorization from the Hon. Randolph
J. Haines of the U.S. Bankruptcy Court for the District of Arizona
to use through June 21, 2010, the cash collateral securing their
obligation to their prepetition lenders.

Lenox Mortgage XII LLC has asserted a claim against Crystal
Springs Phase I, allegedly secured by the Property, in the
approximate amount of $14,094,531.  Despite Crystal Springs Phase
I's best efforts to negotiate a resolution of Lenox's asserted
claims, Crystal Springs Phase I was unable to reach an agreement
with Lenox and filed its voluntary petition for relief on the
Petition Date in order to reorganize its debts and liabilities for
the benefit of all parties-in-interest.  On information and
belief, Lenox asserts a lien in the rental and other income
generated by the Property, and that the income constitutes its
cash collateral.  Crystal Springs Phase I has not had sufficient
time to determine the validity, priority, enforceability, and/or
extent of Lenox's asserted lien.

The Debtors want to use rents and other income generated by the
Debtor's property to pay the Debtor's ordinary and necessary
operating and reorganization expenses.  Crystal Springs Phase I
owns and operates a 200-unit apartment complex commonly known as
the Crystal Springs Apartments, located at 11885 West McDowell
Road, Avondale, Arizona 85323 (the Property).  Mary B. Martin,
Esq., at Polsinelli Shughart PC, the attorney for the Debtors,
explained that the Debtors need the money to fund the Chapter 11
case, pay suppliers and other parties.  Crystal Springs Phase I
will use the collateral pursuant to a budget, a copy of which is
available for free at:

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

In exchange for using the cash collateral, the Debtors will grant
Lenox a replacement lien in the cash collateral that is held in
the Debtors' debtor-in-possession operating accounts, to the same
extent, and with the same validity and priority, as existed prior
to the filing of the Debtors' bankruptcy cases.  Within 21 days of
the entry of this Order, Debtors will provide Lenox with an
accounting of the Debtors' revenues received and expenses incurred
during the period beginning July 1, 2009 and ending May 12, 2010.

Lenox objected to the Debtors' request to use cash collateral,
saying that the Court should not approve the use of Lenox's cash
collateral for 90 days on an accelerated basis with just three
business days' notice to object.  "Instead, the Court should grant
interim use of cash collateral for 30 days, during which time
Debtor should provide disclosures that demonstrate that Lenox is
adequately protected and how its cash collateral has been used,"
Lenox stated.

The Court has set a final hearing for June 21, 2010, at 9:30 a.m.
on the Debtors' request to use cash collateral.

Lenox is represented by Snell & Wilmer L.L.P.

                       About Crystal Springs

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


DIAGNOSTIC IMAGING: S&P Gives Negative Outlook; Affirms 'B' Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Hicksville, N.Y.-based Diagnostic Imaging Group LLC to negative
from stable.  At the same time S&P affirmed its ratings on the
company, including its 'B' corporate credit rating.

The low speculative-grade rating on Diagnostic Imaging reflects
the company's recurring challenges in managing operations and
liquidity, its relatively small presence in the fragmented and
competitive medical imaging field, geographic concentration, and
reimbursement risk.

"Despite generating positive free operating cash flow for the past
six quarters, Diagnostic Imaging could have insufficient liquidity
for adverse events," said Standard & Poor's credit analyst Cheryl
E. Richer.


DOUGLAS VAUGHAN: Case Converted to Chapter 7 Liquidation
--------------------------------------------------------
WestLaw reports that the conversion of an individual debtor's
Chapter 11 case, rather than dismissal, was warranted in light of
the cause for such relief, including the debtor's operation of
textbook Ponzi scheme.  All of the creditors that commented in
writing were in favor of conversion, as was the United States
Trustee.  In addition, the debtor was an employee of the various
companies he established, which were mostly out of business, and
appeared to have no ongoing business.  There were no funds to
support a reorganization plan, such that the debtor's only choice
was to liquidate, which was more easily accomplished in Chapter 7.
In re Vaughan, --- B.R. ----, 2010 WL 2010855 (Bankr. D. N.M.)
(Starzynski, J.).

The Chapter 7 conversion was also supported by The Note Holders
Committee appointed in In re The Vaughan Company Realtors, Bankr.
Case No. 10-10759 (D. N.M.).

In the course of opposing motions for conversion, dismissal or
appointment of a trustee, the Debtor gave the Court a preview of a
chapter 11 plan proposing that (1) NAI Vaughan Management, LLC
(100% owned by the Debtor) would be renamed "Premier Asset
Management" and somehow supply an undefined amount of operating
capital on unknown terms for an unknown period of time; (2) "free
and clear rentals" would be borrowed against to supply an
undefined amount of operating capital on unknown terms for an
unknown period of time; and (3) the Debtor would organize a new
company and keep 50% of the stock and issue 50% of the stock to
investors.  When the Honorable  James S. Starzynski asked the
Debtor during his presentation of the plan, about creditor
recoveries, Mr. Vaughan said the plan would probably not pay
creditors in full during his lifetime.  Judge Starzynski found
that the Debtor's plan is not feasible, violates the absolute
priority rule contained in 11 U.S.C. Sec. 1129(b)(2)(B)(ii), and
is unconfirmable.

Douglas F. Vaughan sought chapter 11 protection (Bankr. D. N.M.
Case No. 10-10763) on Feb. 22, 2010.  A copy of the Debtor's
Chapter 11 petition is available at
http://bankrupt.com/misc/nmb10-10763.pdf


DUANE READE: Moody's Withdraws 'Caa1' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service withdrew all ratings for Duane Reade
Inc.  The ratings withdrawal was prompted by the full repayment of
Duane Reade's rated debt following the company's acquisition by
Walgreen Co. for approximately $1.075 billion.

Ratings withdrawn are:

  -- Corporate Family Rating at Caa1

  -- Probability of Default Rating at Caa1

  -- $300 million 11.75% guaranteed senior secured notes due 2015
     at Caa1 (LGD 4, 57%)

Moody's last rating action for Duane Reade occurred on
February 17, 2010, when Moody's placed all of the company's
ratings on review for possible upgrade.

Duane Reade, Inc., operates 257 drug stores principally in
Manhattan and the outer boroughs.  Annual revenues are
approximately $1.8 billion.


EMMIS COMMUNICATIONS: Smulyan, et al., Disclose Equity Stake
------------------------------------------------------------
Jeffrey H. Smulyan and his related entities, JS Acquisition, Inc.,
and JS Acquisition, LLC, disclosed that as of June 7, 2010, they
may be deemed to beneficially own 6,118,516 shares of Class A
Common Stock and 6,101,476 shares of Class B Common Stock of Emmis
Communications Corporation.  The Class B shares are convertible
into shares of Class A Common Stock at any time on a share-for-
share basis.  The shares of Common Stock that the Smulyan entities
may be deemed to beneficially own consist of:

     (i) 8,441.4075 shares of Class A Common Stock held in the
         401(k) Plan;

    (ii) 9,755 shares of Class A Common Stock held by Mr. Smulyan
         individually;

   (iii) 11,120 shares of Class A Common Stock held by Mr. Smulyan
         for his children over which Mr. Smulyan exercises or
         shares voting control;

    (iv) 3,000 shares of Class A Common Stock held by Mr. Smulyan
         as trustee for his niece over which Mr. Smulyan exercises
         or shares voting control;

     (v) options to purchase 97,565 shares of Class A Common Stock
         that are exercisable currently or within 60 days of
         June 7, 2010;

    (vi) 30,625 shares of Class A Common Stock held by The Smulyan
         Family Foundation, as to which Mr. Smulyan shares voting
         control;

   (vii) 4,930,680 shares of Class B Common Stock held by Mr.
         Smulyan individually;

  (viii) options to purchase 1,170,796 shares of Class B Common
         Stock that are exercisable currently or within 60 days of
         June 7, 2010;

    (ix) 4,243,578.28 shares of Class A Common Stock beneficially
         owned by Alden Global Distressed Opportunities Master
         Fund, L.P., which consists of: (i) 1,406,500 shares of
         Class A Common Stock that Alden holds and (ii)
         2,837,078.28 shares of Class A Common Stock into which
         the 1,162,737 shares of Preferred Stock are convertible;
         and

     (x) 1,714,431 shares of Class A Common Stock held by
         shareholders that are parties to the Rollover Agreement,
         dated May 24, 2010, with JS Acquisition.

As reported by the Troubled Company Reporter, Emmis Communications
on May 25, 2010, entered into an Agreement and Plan of Merger with
JS Acquisition, LLC, and JS Acquisition, Inc.  JS Parent is a
newly formed Indiana limited liability company and wholly owned by
Mr. Smulyan, Chairman, Chief Executive Officer and President of
Emmis.  JS Acquisition is an Indiana corporation owned by Mr.
Smulyan and JS Parent.

On June 2, 2010, the Purchaser Group commenced a cash tender offer
to purchase all of the shares of Class A Common Stock, par value
$0.01 per share, of Emmis, other than the Shares beneficially
owned by the Purchaser Group, Alden, and certain friends, family
and other associates of Mr. Smulyan, including certain officers
and employees of Emmis that have agreed to contribute certain of
their Shares for common equity interests in JS Parent -- the
Rolling Shareholders -- at a price per share of $2.40, without
interest and less any applicable withholding taxes.  Unless
subsequently extended, the Offer is currently scheduled to expire
at 5:00 p.m. New York City time, on June 29, 2010 unless the Offer
is extended pursuant to the terms of the Offer to Purchase.

In addition, on May 27, 2010, Emmis commenced an offer to exchange
any and all of its outstanding 6.25% Series A Cumulative
Convertible Preferred Stock, par value $0.01 per share, for
$84,275,100 principal amount of newly issued 12% PIK Senior
Subordinated Notes due 2017, at a rate of $30.00 principal amount
of New Notes for each $50.00 of liquidation preference (excluding
accrued and unpaid dividends) of Existing Preferred Stock.

A full-text copy of the Schedule 13D/A filed by Smulyan et al. is
available at no charge at http://ResearchArchives.com/t/s?6466

                    About Emmis Communications

Headquartered in Indianapolis, Indiana, Emmis Communications
Corporation owns and operates radio stations and magazine
publications in the U.S. and in Europe.

At February 28, 2010, the Company had $498,168,000 in total
assets; $487,246,000 in total liabilities and $140,459,000 in
Series A Cumulative Convertible Preferred Stock; and shareholders'
deficit of $178,959,000.  At February 28, 2010, the Company had
non-controlling interests of $49,422,000 and total deficit of
$129,537,000.

As of April 15, 2010, the Company had not paid the Preferred Stock
dividend for six consecutive quarterly periods.

                           *     *     *

In April 2009, Moody's cut its corporate family rating on the
Company to 'Caa2'.

In May 2009, S&P raised its corporate credit rating on the Company
to 'CCC+'.  In June, S&P withdrew the 'CCC+' Corp. Credit Rating
at the Company's request.


EMMIS COMMUNICATIONS: LKCM Funds Cut Equity Stake to 5.3%
---------------------------------------------------------
LKCM Private Discipline Master Fund SPC, LKCM Private Discipline
Management, L.P., LKCM Alternative Management, LLC, Luther King
Capital Management Corporation, J. Luther King, Jr. and J. Bryan
King disclosed that as of June 4, 2010, they may be deemed to
beneficially own 1,736,482 shares of the Class A Common Stock, par
value $0.01 per share, of Emmis Communications Corporation, which
represents approximately 5.3% of the outstanding Common Stock. Of
the 1,736,482 shares of Common Stock, (i) 1,492,521 shares are
held directly by Master Fund and (ii) 243,961 shares of Common
Stock may be acquired by Master Fund within 60 days of June 4,
2010 upon conversion of shares of Preferred Stock.

LKCM Private Discipline Master Fund SPC, LKCM Private Discipline
Management, L.P., LKCM Alternative Management, LLC, Luther King
Capital Management Corporation, J. Luther King, Jr. and J. Bryan
King disclosed that as of June 1, 2010, they may be deemed to hold
2,763,429 shares or roughly 8.3% of the Class A Common Stock, par
value $0.01 per share, of Emmis Communications.

                    About Emmis Communications

Headquartered in Indianapolis, Indiana, Emmis Communications
Corporation owns and operates radio stations and magazine
publications in the U.S. and in Europe.

At February 28, 2010, the Company had $498,168,000 in total
assets; $487,246,000 in total liabilities and $140,459,000 in
Series A Cumulative Convertible Preferred Stock; and shareholders'
deficit of $178,959,000.  At February 28, 2010, the Company had
non-controlling interests of $49,422,000 and total deficit of
$129,537,000.

As of April 15, 2010, the Company had not paid the Preferred Stock
dividend for six consecutive quarterly periods.

                           *     *     *

In April 2009, Moody's cut its corporate family rating on the
Company to 'Caa2'.

In May 2009, S&P raised its corporate credit rating on the Company
to 'CCC+'.  In June, S&P withdrew the 'CCC+' Corp. Credit Rating
at the Company's request.


EMPIRE RESORTS: Joseph Bernstein Holds 6.8% of Shares
-----------------------------------------------------
Joseph E. Bernstein in Delray Beach, Florida, disclosed that as of
May 11, 2010, it may be deemed to beneficially own 4,957,351
shares or roughly 6.8% of the common stock of Empire Resorts, Inc.

Mr. Bernstein, Empire Resorts, Kien Haut Realty III, Limited, Kok
Thay Lim, Colin Au Fook Yew and G. Michael Brown entered into a
Settlement Agreement and Release, dated as of May 11, 2010, to
resolve certain legal disputes among them.  Pursuant to the
Settlement Agreement, Mr. Bernstein was granted (i) a Common Stock
Purchase Warrant, dated May 11, 2010, to purchase up to 250,000
shares of Common Stock, (ii) a Common Stock Purchase Warrant,
dated May 11, 2010, to purchase up to 1,000,000 shares of Common
Stock and (iii) a Common Stock Purchase Warrant, dated May 11,
2010, to purchase up to 2,000,000 shares of Common Stock.

More than 60 days prior to May 11, 2010, Mr. Bernstein had
acquired stock options from the Issuer to purchase up to 750,000
shares of Common Stock and 957,351 shares of Common Stock -- of
which 955,851 shares are held directly by Mr. Bernstein and 1,500
shares are held by Bernstarz LLC, a limited liability company in
which Mr. Bernstein is the sole member.

Mr. Bernstein used his personal funds to acquire the shares of
Common Stock.

                       About Empire Resorts

Based in Monticello, New York, Empire Resorts, Inc. (NASDAQ: NYNY)
-- http://www.empireresorts.com/-- currently owns and operates
Monticello Casino & Raceway, a video gaming machine and harness
racing track and casino located in Monticello, New York, 90 miles
northwest of New York City.

The Company's balance sheet at March 31, 2010, showed
$86.8 million in total assets and $72.3 million in total current
liabilities, for a $14.4 million total stockholders' equity.

Auditor Friedman LLP, in New York, said Empire Resorts' ability to
continue as a going concern depends on the Company's ability to
fulfill its obligations with respect to its $65 million of 5-1/2%
senior convertible notes.  Friedman also noted of the Company's
continuing net losses and negative cash flows from operating
activities.

As reported by the Troubled Company Reporter, Empire Resorts on
April 8, 2010, received the Decision, Order and Judgment from the
Supreme Court of the State of New York in Sullivan County granting
defendants', The Bank of New York Mellon Corporation and The
Depository Trust Company, motion for summary judgment in the
action captioned Empire Resorts, Inc. v. The Bank of New York
Mellon Corporation and The Depository Trust Company.  The Decision
provides that the Court has determined that the Defendants
properly exercised the option requiring the Company to repurchase
$65 million of 5-1/2% senior convertible notes issued by the
Company in July 2004, that the Company is in default under the
Notes with respect to its failure to repurchase the Notes on July
31, 2009, and that the Company must now repurchase the Notes.  The
TCR said the Company is working with its financial advisor,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, and its legal
counsel to consider its available financial and legal alternatives
in response to the Decision.


EMPIRE RESORTS: Names Emanuel Pearlman to Board of Directors
------------------------------------------------------------
Empire Resorts, Inc., on June 1, 2010, announced the appointment
of Emanuel R. Pearlman to the Company's Board of Directors.

Mr. Pearlman will serve as a Class III director, with a term
expiring at the Company's 2012 annual meeting of stockholders. He
was appointed to the Company's Board of Directors pursuant to the
recommendation of Kien Huat Realty III Limited, the Company's
largest stockholder under the terms of an August 19, 2009
Investment Agreement.

Mr. Pearlman is the founder and Chief Executive Officer of
Liberation Investment Group, a New York-based investment
management and financial consulting firm. His experience in the
gaming industry includes serving as a consultant for Jackpot
Enterprises, Inc. and Bally Entertainment Corporation, where he
advised the companies on their business and financial activities.
Mr. Pearlman also served as a director of Multimedia Games, Inc.,
a gaming technology developer and distributor, from 2006 to 2010.

"Manny Pearlman is extremely knowledgeable about casino capital
formation and finance," said Empire Resorts Chairman of the Board
G. Michael Brown. "He brings invaluable expertise and experience
that will assist Empire Resorts as it seeks to complete its
restructuring and move to the next level as an operating
business."

"I am extremely honored to be chosen to serve on Empire Resorts'
Board of Directors, and I look forward to working with the Board
and their management team to solve the challenges the Company
faces," stated Mr. Pearlman.

Prior to founding Liberation, Mr. Pearlman served as the Executive
General Partner of Gemini Partners, L.P. and Gemini Partners II,
L.P., private investment partnerships that specialized in
strategic block investing and financial consulting, from 1988 to
2002.  From 2000 to 2001, Mr. Pearlman also served as the Chief
Operating Officer of Vornado Operating Corporation, a publicly-
traded company affiliated with Vornado Realty Trust.

He holds a Bachelor of Arts degree in Economics from Duke
University and a Master of Business Administration degree from the
Harvard Graduate School of Business.

                       About Empire Resorts

Based in Monticello, New York, Empire Resorts, Inc. (NASDAQ: NYNY)
-- http://www.empireresorts.com/-- currently owns and operates
Monticello Casino & Raceway, a video gaming machine and harness
racing track and casino located in Monticello, New York, 90 miles
northwest of New York City.

The Company's balance sheet at March 31, 2010, showed
$86.8 million in total assets and $72.3 million in total current
liabilities, for a $14.4 million total stockholders' equity.

Auditor Friedman LLP, in New York, said Empire Resorts' ability to
continue as a going concern depends on the Company's ability to
fulfill its obligations with respect to its $65 million of 5-1/2%
senior convertible notes.  Friedman also noted of the Company's
continuing net losses and negative cash flows from operating
activities.

As reported by the Troubled Company Reporter, Empire Resorts on
April 8, 2010, received the Decision, Order and Judgment from the
Supreme Court of the State of New York in Sullivan County granting
defendants', The Bank of New York Mellon Corporation and The
Depository Trust Company, motion for summary judgment in the
action captioned Empire Resorts, Inc. v. The Bank of New York
Mellon Corporation and The Depository Trust Company.  The Decision
provides that the Court has determined that the Defendants
properly exercised the option requiring the Company to repurchase
$65 million of 5-1/2% senior convertible notes issued by the
Company in July 2004, that the Company is in default under the
Notes with respect to its failure to repurchase the Notes on July
31, 2009, and that the Company must now repurchase the Notes.  The
TCR said the Company is working with its financial advisor,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, and its legal
counsel to consider its available financial and legal alternatives
in response to the Decision.


FIRSTBANK PUERTO RICO: S&P Lowers Counterparty Rating to 'CCC+'
---------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its long-term
counterparty rating on FirstBank Puerto Rico to 'CCC+' from 'B'.
At the same time, S&P removed the rating from CreditWatch with
negative implications, where it had been placed April 27, 2010.
The outlook is negative.

"The downgrade primarily reflects S&P's view that there is
significant execution risk involved with the company's plans to
bolster capital," said Standard & Poor's credit analyst Lidia
Parfeniuk.  This especially relates to the bank raising additional
common equity following a written consent order by the Federal
Deposit Insurance Corp. to address pressured capital and high
levels of criticized loans.  Also, S&P notes that the bank's
initiative to convert Troubled Asset Relief Program preferred
shares has yet to close with the U.S. Treasury, though
negotiations are progressing.

In S&P's opinion, further regulatory actions could be taken that
could be adverse for creditors should the bank fail to meet the
demands posed by the recently announced formal written consent
order by the FDIC.  These demands are to maintain certain capital
levels on a quarterly basis (leverage ratio: 8%, Tier I capital:
10%, and total capital: 12%.  At first quarter, Tier I was 11.98%
and total capital was 13.26%) and reduce the levels of
nonperforming and classified assets that have affected FirstBank's
operating performance.  Also, the bank's ability to raise
additional common equity, in S&P's opinion, is likewise reduced
and will largely hinge on the successful conversion of TARP
preferred shares, which FirstBank has yet to do.

The outlook is negative largely because of the poor economic
conditions in Puerto Rico, which S&P believes are unlikely to aid
credit quality and the limited flexibility in raising capital.
Standard & Poor's expects heightened regulatory involvement, the
details of which remain uncertain.  S&P also notes that the bank's
exclusion from the recent consolidation of FDIC-assisted Puerto
Rican banks may diminish its market position and growth potential.


FRIAR TUCK: N.Y. Court Converts Case to Chapter 7 Liquidation
-------------------------------------------------------------
The Daily Mail reports that the U.S. Bankruptcy Court for the
Northern District of New York converted Friar Tuck's Chapter 11
case to Chapter 7 liquidation proceeding.  Attorney Marc Ehrlich
was named interim trustee for the company's estate.

Catskill, New York-based Friar Tuck Inn of the Catskills, Inc. and
affiliate Friar Tuck Resorts, Inc. filed for Chapter 11 bankruptcy
protection on May 31, 2009 (Bankr. N.D.N.Y. Case No. 09-11996 and
09-11997).  Its affiliate, Friar Tuck Resorts, Inc., also filed
for bankruptcy.  Sean C. Serpe, Esq., at Pelton Serpe LLP assists
Friar Tuck in its restructuring efforts.  Friar Tuck Inn listed
$17 million in assets and $4 million in debts.


GATEHOUSE MEDIA: Names Richard L. Friedman as Director
------------------------------------------------------
GateHouse Media Inc. said its stockholders elected Richard L.
Friedman as director, and ratified the selection of Ernst & Young
LLP as the Company's independent registered public accounting firm
for the year ending December 31, 2010.

                       About GateHouse Media

Based in Fairport, New York, GateHouse Media, Inc. (Pink Sheets
OTC: GHSE) is one of the largest publishers of locally based print
and online media in the United States as measured by its 87 daily
publications.  GateHouse Media currently serves local audiences of
more than 10 million per week across 21 states through hundreds of
community publications and local Web sites.

The Company's balance sheet at Dec. 31, 2009, showed
$591.2 million in assets and $1.3 billion in liabilities,
resulting to a $753.0 million stockholders' deficit.

As reported by the Troubled Company Reporter on Sept. 21, 2009,
Moody's downgraded GateHouse Media Operating, Inc.'s Corporate
Family rating to "Ca" from "Caa1" and its Probability of Default
rating to "Ca" from "Caa2", reflecting Moody's view of very high
default risk and weakened recovery prospects for debtholders in an
event of default scenario which is exacerbated by lingering
adverse current market conditions.


GAYLORD ENTERTAINMENT: Moody's Affirms 'B3' Corp. Family Rating
---------------------------------------------------------------
Moody's Investors Service affirmed Gaylord Entertainment Co.'s B3
Corporate Family Rating and Probability of Default Rating and Caa2
(LGD 5, 84%) senior unsecured ratings.  In addition, the company's
Speculative Grade Liquidity rating was downgraded to SGL-3 from
SGL-2.  Moody's also changed the company's rating outlook to
negative from stable.

"The downgrade of the speculative grade liquidity rating reflects
Moody's view that the significant cost to repair and re-open the
Gaylord Opryland Resort, as well as the loss of earnings from this
property until it successfully opens and ramps back-up, will
materially impact liquidity over the near term" stated Bill Fahy,
Moody's Senior Analyst.  "Although Gaylord has about $190 million
in cash and expects insurance proceeds of $50 million and a tax
refund of about $30 million, this may be insufficient to cover the
$270 - $290 million cost to repair, operate, and re-open the
Gaylord Opryland Resort.  Gaylord will also rely on earnings from
its other three properties as well as its $300 million revolving
credit facility to provide liquidity.  However, the loss of
earnings due to the closure of the Opryland Resort will negatively
impact debt protection metrics, and as a result could limit
Gaylord's full access to its revolver" stated Mr. Fahy.

The change in outlook to negative from stable reflects Moody's
view that Gaylord's debt protection metrics will remain very weak
until the Gaylord Opryland Resort is successfully re-opened and
ramps back-up to a more normalized level of earnings and cash
flows.

The ratings affirmed and LGD point estimates updated are;

  -- Corporate family rating of B3

  -- Probability of default rating of B3

  -- $225 million 6.75% senior global notes due November 15, 2014
     rated Caa2 (LGD 5, 84% from LGD 5, 86%)

Rating downgraded:

  -- Speculative Grade Liquidity Rating lowered to SGL-3 from SGL-
     2

The outlook is negative.

Moody's last rating action for Gaylord occurred on May 8, 2009,
when Moody's downgraded the company's Corporate Family Rating and
Probability of Default Rating to B3 from B2, and the senior
unsecured ratings to Caa2 from Caa1.  The company's Speculative
Grade Liquidity rating of SGL-2 was affirmed with a stable
outlook.

Gaylord Entertainment Company, headquartered in Nashville,
Tennessee, is a hospitality and entertainment company.  Gaylord
owns and operates several convention centers and resorts located
in Tennessee, Florida, Texas, and Washington, D.C.  The company
specializes in hosting large conferences and conventions.
Revenues are approximately $900 million.


GENERAL GROWTH: Mulls Turning Over Some Properties to Lenders
-------------------------------------------------------------
American Bankruptcy Institute reports that General Growth
Properties Inc. is contemplating turning over some of its
underperforming properties to its lenders.

                       About General Growth

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

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

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


GENOIL INC: Posts C$1.8 Million Net Loss in First Quarter
---------------------------------------------------------
Genoil Inc. reported a net loss of C$1,848,289 for the three
months ended March 31, 2010, from a net loss of C$1,451,574 for
the same period in 2009.

At March 31, 2010, the Company had C$4,087,628 in total assets
against total liabilities of C$2,381,550, resulting in
stockholders' equity of C$1,706,078.

As at March 31, 2010, the Company had incurred accumulated losses
of C$69,890,511 (2009 -- C$68,042,222) since inception.  The
ability of the Company to continue as a going concern is in
substantial doubt and is dependent on achieving profitable
operations, commercializing its upgrader technology, and obtaining
the necessary financing to develop this technology further. The
Company said it will continue to review the prospects of raising
additional debt and equity financing to support its operations
until such time that its operations become self-sustaining, to
fund its research and development activities and to ensure the
realization of its assets and discharge of its liabilities. While
the Company is expending its best efforts to achieve its plans,
there is no assurance that any such activity will generate
sufficient funds for future operations.

The Company said it is not expected to be profitable during the
ensuing 12 months and therefore must rely on securing additional
funds from either issuance of debt or equity financing for cash
consideration.

A full-text copy of the Company's interim consolidated
financial statements is available at no charge at:

              http://ResearchArchives.com/t/s?6456

A full-text copy of Management's discussion and analysis is
available at no charge at http://ResearchArchives.com/t/s?6457

                        About Genoil Inc.

Genoil Inc. is a technology development company based in Alberta,
Canada.  The Company specializes in heavy oil upgrading, oily
water separation, process system optimization, development,
engineering, design and equipment supply, installation, start up
and commissioning of services to specific oil production,
refining, marine and related markets.

Genoil has designed and developed the Genoil Hydroconversion
Upgrader, an improved hydrogenation process that upgrades and
increases the yields from high sulphur, acidic, heavy crude oils
and heavy refinery feed stocks, bitumen and refinery residues into
light, clean transportation fuels; and the Crystal separator, a
unique process for multi-stage separation of immiscible phases
with different densities.

Genoil's sales and marketing operations are run through a
worldwide network of commissioned technical sales agents.

The Company is listed on the TSX Venture Exchange under the symbol
GNO as well as the Nasdaq OTC Bulletin Board using the symbol
GNOLF.OB.


GRAY TELEVISION: Capital World Investors Holds 15.4% of Shares
--------------------------------------------------------------
Capital World Investors is deemed to be the beneficial owner of
6,611,112 shares or 15.4% of the 42,880,493 shares of Common Stock
of Gray Television Inc. believed to be outstanding as a result of
CRMC acting as investment adviser to various investment companies
registered under Section 8 of the Investment Company Act of 1940.
Class A Common Stock and Common Stock vote together as a single
class of shares.  Class A Common Stock has 10 votes per share.

                       About Gray Television

Gray Television, Inc. (NYSE: GTN) -- http://www.gray.tv/-- is a
television broadcast company headquartered in Atlanta, Georgia.
Gray currently operates 36 television stations serving 30 markets.
Each of the stations are affiliated with either CBS (17 stations),
NBC (10 stations), ABC (8 stations) or FOX (1 station).  In
addition, Gray currently operates 39 digital second channels
including 1 ABC, 4 FOX, 7 CW, 18 MyNetworkTV, 2 Universal Sports
Network affiliates and 7 local news/weather channels in certain of
its existing markets.

As of March 31, 2010, Gray had total assets of $1.235 billion
against total liabilities of $1.053 billion and preferred stock of
$93.687 million, resulting in stockholders' equity of $88.140
million.

                           *     *     *

As reported by the Troubled Company Reporter on May 5, 2010,
Standard & Poor's Ratings Services raised its corporate credit
rating on Gray to 'B-' from 'CCC'.  S&P removed the rating from
CreditWatch, where it was placed with positive implications on
April 20, 2010.  The rating outlook is stable.

The TCR on April 22, 2010, reported that Moody's Investors Service
assigned a Caa2 rating to the proposed $365 million issuance of
guaranteed senior secured second lien notes due 2015 by Gray
Television.  At the same time, Moody's upgraded its Probability of
Default Rating and Speculative Grade Liquidity Rating for the
company, to Caa1 from Caa2 and to SGL-2 from SGL-4, respectively.
Gray's Caa1 Corporate Family Rating remains unchanged.


GRAY TELEVISION: GAMCO, et al., Hold 4.65% of Stock
---------------------------------------------------
GGCP, Inc.; GGCP Holdings LLC; GAMCO Investors, Inc.; Gabelli
Funds, LLC; GAMCO Asset Management Inc.; Teton Advisors, Inc.;
Gabelli Securities, Inc.; Gabelli & Company, Inc.; MJG Associates,
Inc.; Gabelli Foundation, Inc.; MJG-IV Limited Partnership and
Mario Gabelli disclosed that as of May 10, 2010, they may be deemd
to beneficially own 2,386,708 shares, representing 4.65% of the
51,381,084 shares outstanding, of Gray Television Inc.

On May 10, 2010, Gray Television reported a net loss available to
common stockholders of $9,294,000 for the three months ended March
31, 2010, from a net loss available to common stockholders of
$12,971,000 for the three months ended March 31, 2009.  Revenues
(less agency commissions) were $70,482,000 for the March 2010
quarter from revenues of $61,354,000 for the March 2009 quarter.

As of March 31, 2010, the Company had total assets of $1.235
billion against total liabilities of $1.053 billion and preferred
stock of $93.687 million, resulting in stockholders' equity of
$88.140 million.

During 2010, the Company has also taken a number of actions
designed to further strengthen our balance sheet.  On March 31,
2010, the Company amended its senior credit facility.  This
amendment modified the Company's leverage ratio covenant and
certain other terms of the Company's senior credit facility and
allowed for additional financial and covenant flexibility.  To
obtain this amendment, the Company incurred loan issuance costs of
$4.4 million, including legal and professional fees.  The Company
was in compliance with all financial covenants as of March 31,
2010.

On April 29, 2010, the Company issued $365.0 million of second
lien notes due 2015 in a transaction exempt from the registration
requirements of the Securities Act of 1933.  The Company used the
net proceeds from the issuance of the Notes to, among other
things, repay $300.0 million in principal outstanding under the
Company's senior credit facility.

Also on April 29, 2010, the Company repurchased $60.7 million in
face amount of the Company's Series D perpetual preferred stock,
and $14.9 million in accrued dividends thereon, in exchange for
$50.0 million in cash, using net proceeds from the offering of
Notes, and the issuance of 8.5 million shares of the Company's
common stock.  As a result of that exchange, the Company reduced
the liquidation amount of outstanding Series D perpetual preferred
stock to $39.3 million, and reduced the accrued dividends thereon
to $9.6 million, as of April 29, 2010.

                       About Gray Television

Gray Television, Inc. (NYSE: GTN) -- http://www.gray.tv/-- is a
television broadcast company headquartered in Atlanta, Georgia.
Gray currently operates 36 television stations serving 30 markets.
Each of the stations are affiliated with either CBS (17 stations),
NBC (10 stations), ABC (8 stations) or FOX (1 station).  In
addition, Gray currently operates 39 digital second channels
including 1 ABC, 4 FOX, 7 CW, 18 MyNetworkTV, 2 Universal Sports
Network affiliates and 7 local news/weather channels in certain of
its existing markets.

                           *     *     *

As reported by the Troubled Company Reporter on May 5, 2010,
Standard & Poor's Ratings Services raised its corporate credit
rating on Gray to 'B-' from 'CCC'.  S&P removed the rating from
CreditWatch, where it was placed with positive implications on
April 20, 2010.  The rating outlook is stable.

The TCR on April 22, 2010, reported that Moody's Investors Service
assigned a Caa2 rating to the proposed $365 million issuance of
guaranteed senior secured second lien notes due 2015 by Gray
Television.  At the same time, Moody's upgraded its Probability of
Default Rating and Speculative Grade Liquidity Rating for the
company, to Caa1 from Caa2 and to SGL-2 from SGL-4, respectively.
Gray's Caa1 Corporate Family Rating remains unchanged.


GREGORY MONARDO: Case Summary & 11 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Gregory G. Monardo
        50 Millay Place
        Mill Valley, CA 94941

Bankruptcy Case No.: 10-12168

Chapter 11 Petition Date: June 4, 2010

Court: United States Bankruptcy Court
       Northern District of California (Santa Rosa)

Judge: Alan Jaroslovsky

Debtor's Counsel: Joel K. Belway, Esq.
                  Law Offices of Joel K. Belway
                  235 Montgomery St. #668
                  San Francisco, CA 94104
                  Tel: (415) 788-1702
                  E-mail: belwaypc@pacbell.net

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

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

A list of the Company's 11 largest unsecured creditors filed
together with the petition is available for free at:

            http://bankrupt.com/misc/canb10-12168.pdf

The petition was signed by Gregory G. Monardo.


GTC BIOTHERAPEUTICS: Reports Results of May 26 Annual Meeting
-------------------------------------------------------------
GTC BioTherapeutics, Inc., reported that at its annual meeting of
shareholders held on May 26, 2010, the shareholders approved an
amendment to the Company's Amended and Restated 2002 Equity
Incentive Plan.  The amendment to increased the aggregate number
of shares of the Company's common stock immediately available for
issuance under the 2002 Plan by 2,500,000 shares to an aggregate
of 3,550,000 shares, subject to adjustment for stock-splits and
similar changes.  The amendment to the 2002 Plan also eliminated
the provision for automatic annual increases in the number of
shares available for issuance under the 2002 Plan.  The amendment
to the 2002 Plan was previously adopted by the Company's Board of
Directors, subject to shareholder approval, and became effective
upon the receipt of shareholder approval on May 26, 2010.

The shareholders also approved the 2002 Plan, as amended to date,
for purposes of Section 162(m) of the Internal Revenue Code.

The Company also disclosed that at the 2010 Annual Meeting, each
of the proposals was approved by the requisite vote necessary for
approval:

     (1) the election of each of James A. Geraghty, Michael J.
         Landine, and Jean-Fran‡ois Prost as directors to serve in
         the class of directors whose terms expire at the 2013
         Annual Meeting of Shareholders;

     (2) the approval of an amendment to the Amended and Restated
         2002 Equity Incentive Plan to increase the number of
         shares available for awards under the 2002 Plan from
         1,050,000 to 3,550,000 and to eliminate the provision for
         automatic annual increases in the number of shares
         available for issuance under the 2002 Plan;

     (3) the approval of the 2002 Plan, as amended to date by the
         Board of Directors, for purposes of Section 162(m) of the
         Internal Revenue Code; and

     (4) the ratification of the Audit Committee's appointment of
         PricewaterhouseCoopers LLP as independent registered
         public accounting firm for the 2010 fiscal year.

On May 25, 2010 the Company received a letter of resignation from
Pamela W. McNamara informing that she is resigning as a member of
the Board of Directors, effective as of July 31, 2010, and that
she is prepared to make the transition sooner if the Board of
Directors selects a new director to fill her position before then.

The Nasdaq Stock Market, Inc., last month determined to remove
from listing the common stock of GTC Biotherapeutics, effective at
the opening of the trading session on May 28, 2010.  Based on
review of information provided by the Company, Nasdaq Staff
determined that the Company no longer qualified for listing on the
Exchange pursuant to Listing Rule 5550(b)(1).  The Company sought
a review of this determination by the Hearing Panel.  Based on its
review of information provided by the Company, the Panel, on
November 18, 2009, granted the Company continued listing,
contingent upon the Company regaining compliance by March 16,
2010.  The Company did not regain compliance and the Panel
notified the Company that trading in the Company's securities
would be suspended on March 19, 2010.  The Company did not request
a review of the Panels decision by the Nasdaq Listing and Hearing
Review Council. The Listing Council did not call the matter for
review.  The Panels Determination to delist the Company became
final on May 3, 2010.

                     About GTC Biotherapeutics

Based in Framingham, Massachusetts, GTC Biotherapeutics, Inc.
(OTCBB: GTCB) -- http://www.gtc-bio.com/-- develops, supplies and
commercializes therapeutic proteins produced through transgenic
animal technology.  ATryn(R), GTC's recombinant human
antithrombin, has been approved for use in the United States and
Europe.  ATryn(R) is the first and only therapeutic product
produced in transgenic animals to be approved anywhere in the
world.  GTC is also developing a portfolio of recombinant human
plasma proteins with known therapeutic properties.  GTC's
intellectual property includes a patent in the United States
through 2021 for the production of any therapeutic protein in the
milk of any transgenic mammal.

On November 5, 2009, the Company implemented a restructuring plan
to enable it to meet the requirements of key programs and maximize
the impact of its cash resources.  The restructuring plan, which
is expected to provide savings of $5 million to $6 million on an
annualized basis, included a reduction in workforce from 154 to
109 employees.

At April 4, 2010, the Company had $26.950 million in total assets
against total liabilities of $54.098 million, resulting in
stockholders' deficit of $27.148 million.

In its Form 10-Q report, the Company noted that it has operated at
a net loss since inception in 1993, and it used $5.9 million of
net cash in its operating cash flows during the first three months
of 2010.  The Company also has negative working capital of $13.1
million as of April 4, 2010.

"We are entirely dependent upon funding from equity financings,
partnering programs and proceeds from short and long-term debt to
finance our operations until we achieve commercial success in
selling and licensing our products and positive cash flow from
operations.  Based on our cash balance as of April 4, 2010, as
well as potential cash receipts from existing programs, we believe
our capital resources will be sufficient to fund operations to the
end of the second quarter of 2010.  Our recurring losses from
operations and our limited available funds raise substantial doubt
about our ability to continue as a going concern," the Company
said.


GULF FREEWAY: Files Schedules of Assets & Liabilities
-----------------------------------------------------
Gulf Freeway Plaza LLC has filed with the U.S. Bankruptcy Court
for the Southern District of Texas its schedules of assets and
liabilities, disclosing:

  Name of Schedule                     Assets         Liabilities
  ----------------                     ------         -----------
A. Real Property                   $12,700,000
B. Personal Property                        $0
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                     $6,042,587
E. Creditors Holding
   Unsecured Priority
   Claims                                               $135,206
F. Creditors Holding
   Unsecured Non-priority
   Claims                                                 $2,740
                                   -----------       -----------
      TOTAL                        $12,700,000        $6,180,533

Houston, Texas-based Gulf Freeway Plaza LLC, fdba La Hacienda
Business Park LLC, filed for Chapter 11 bankruptcy protection on
May 27, 2010 (Bankr. S.D. Tex. Case No. 10-34332).  John L. Green,
Esq., who has an office in Houston, Texas, assists the Company in
its restructuring effort.  The Company listed $12,700,000 in
assets and $6,180,532 in liabilities.


HARRAH'S ENTERTAINMENT: Moody's Affirms 'Caa3' Corp. Family Rating
------------------------------------------------------------------
Moody's Investors Service upgraded Harrah's Entertainment Inc.'s
Speculative Grade Liquidity Rating to SGL-3 from SGL-4 and changed
the rating outlook to positive from negative.  HET's Caa3
Probability of Default and Corporate Family ratings were affirmed
along with Harrah's Operating Company's Caa1 senior secured
guaranteed ratings and Ca second lien and senior unsecured note
ratings.

The upgrade of HET's Speculative Grade Liquidity rating to SGL-3
from SGL-4 reflects the meaningful amount of increased near-term
liquidity available to the company as a result of the recent
closing of HOC's $750 million second lien notes.  Proceeds from
the second lien notes were used to redeem $217 million of existing
senior unsecured notes scheduled to mature within the next 18
months, and to repay $500 million of outstanding revolver
borrowings.  "As a result of the recent second lien note issue and
upon the closing of the previously announced amendments to the
CMBS loans, HET will not have any significant debt maturities
until 2015, and excluding letters of credit, has full availability
under its $1.63 billion revolver," stated Peggy Holloway, Vice
President and Senior Credit Officer at Moody's.

The change in HET's rating outlook to positive acknowledges the
company's recent announcement that it will engage in a debt for
equity transaction which is expected to close by the first quarter
of 2011.  The debt for equity transaction as proposed will provide
the company with a cash infusion of approximately $557 million and
would likely contribute to a ratings upgrade once it closes.
Harrah's has entered into definitive agreements with Apollo
Management VI, L.P., and TPG Capital, L.P. -- the company's equity
sponsors -- and Paulson & Co. Inc to exchange $1,118 million face
amount of debt at a specified exchange ratio for up to
approximately 15.6% of the common equity of Harrah's.

"The affirmation of HET's Caa3 Corporate Family Rating
acknowledges the company's high leverage -- debt/EBITDA is
expected to remain over 10 times in the foreseeable future -- and
significant near-term challenges," added Ms. Holloway.  "These
near-term challenges include a difficult operating environment for
gaming and Moody's expectation that it will take some time for
gaming demand to reach previous peaks."

Ratings upgraded:

Harrah's Entertainment Inc.:

* Speculative Grade Liquidity rating to SGL-3 from SGL-4

Ratings affirmed and assessments updated where applicable:

Harrah's Entertainment Inc:

* Corporate Family Rating at Caa3
* Probability of Default Rating at Caa3

Harrah's Operating Company:

* Senior secured guaranteed revolving credit facility at Caa1 (LGD
  2, 26%) from (LGD 2, 28%)

* Senior secured guaranteed term loans at Caa1 (LGD 2, 26%) from
  (LGD 2, 28%)

* Harrah's Operating Escrow LLC and Harrah's Escrow Corporation
  assumed by HOC Senior secured second priority notes at Ca (LGD
  5, 74%) from (LGD 5, 78%)

* Senior unsecured guaranteed debt at Ca (LGD 5, 88%) from (LGD 6,
  91%)

* Senior unsecured debt at Ca (LGD 6, 93%)

Moody's last action on Harrah's took place on April 13, 2010, when
Moody's assigned a Ca rating to the company's $750 million second
lien notes.

Harrah's Entertainment, Inc., through its wholly-owned subsidiary,
Harrah's Operating Company, Inc., owns or manages approximately 50
casinos.  The company generates consolidated revenues of about
$9 billion.


HARVARD GRAND: Section 341(a) Meeting Scheduled for July 15
-----------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of Harvard
Grand Investment, Inc.'s creditors on July 15, 2010, at 9:00 a.m.
The meeting will be held at Room 2610, 725 S Figueroa Street, Los
Angeles, CA 90017.

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.

Carson, California-based Harvard Grand Investment, Inc., a
California corporation, filed for Chapter 11 bankruptcy protection
on May 28, 2010 (Bankr. C.D. Calif. Case No. 10-31833).  David B.
Golubchik, Esq., at Levene Neale Bender Rankin & Brill LLP,
assists the Company in its restructuring effort.  The Company
estimated its assets and debts at $10,000,001 to $50,000,000.


HARVARD GRAND: Asks for Court Okay to Use Cash Collateral
---------------------------------------------------------
Harvard Grand Investment, Inc., seeks authority from the U.S.
Bankruptcy Court for the Central District of California to use
cash collateral.

David B. Golubchik, Esq., at Levene, Neale, Bender, Rankin & Brill
L.L.P., the attorney for the Debtor, explains that the Debtors
needs the money to fund its Chapter 11 case, pay suppliers and
other parties.

The Debtor operates a Doubletree Hotel Carson Civic Plaza in
Carson, California.  Based on reduced occupancy, revenue and cash
flow suffered, making the Debtor unable to remain current with its
regular obligations to its primary secured creditor, Shinhan Bank
America (the Bank).  While the Debtor used best efforts to
negotiate a modification of its obligations to the Bank, the Bank
proceeded with its foreclosure efforts and scheduled a foreclosure
sale for June 1, 2010.  The Debtor determined that the
commencement of its Chapter 11 case was necessary and proper in
order to preserve the value of the estate for the benefit of all
creditors, while preserving jobs of its approximately 80
employees.

The Debtor will use the collateral pursuant to a budget, a copy of
which is available for free at:

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

The Debtor says that while the Budget represents the Debtor's best
estimate of the expenses, the needs of the business may fluctuate.
Thus, the Debtor seeks authority to deviate from the total
expenses contained in the Budget by no more than 15%, on a
cumulative basis, and to deviate by category (provided the Debtor
does not pay expenses outside any of the categories) without the
need for further Court order.

The Debtor says that the Bank is protected by an equity cushion of
approximately 21%.  As further adequate protection, the Debtor
proposes to make adequate protection payments to the Bank, in the
amount of $90,000 per month.  In addition, Bank will be further
protected by the continuing management and operation of the Hotel,
thereby preserving the value of its collateral.

Carson, California-based Harvard Grand Investment, Inc., a
California corporation, filed for Chapter 11 bankruptcy protection
on May 28, 2010 (Bankr. C.D. Calif. Case No. 10-31833).  David B.
Golubchik, Esq., at Levene Neale Bender Rankin & Brill LLP,
assists the Company in its restructuring effort.  The Company
estimated its assets and debts at $10,000,001 to $50,000,000.


HOLDINGS GAMING: S&P Raises Corporate Credit Rating to 'CCC'
------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Pittsburgh, Pa.-based Holdings Gaming Borrower L.P. to
'CCC' from 'SD' (selective default).  The rating outlook is
negative.

The issue-level rating on the company's $303.5 million first-lien
first-out term loan remains at 'CCC' (at the same level as the
'CCC' corporate credit rating) and the recovery rating on this
debt remains at '3', indicating S&P's expectation of meaningful
(50% to 70%) recovery for lenders in the event of a payment
default.

S&P also withdrew its 'D' issue-level rating and '6' recovery
rating on the company's $100 million first-lien first-loss term
loan following its subpar repurchase.

The 'CCC' corporate credit rating reflects the completion of S&P's
review of the company's capital structure subsequent to the recent
subpar repurchase of HGB's $100 million first-lien first-loss term
loan and the restructuring of its $150 million second-lien term
loan into an unsecured note.  S&P viewed these restructurings as
being tantamount to default given the distressed financial
condition of the company and S&P's prior concerns around HGB's
ability to sustain its capital structure over the intermediate
term.  Although S&P did not rate the second-lien term loan, S&P
also viewed the conversion of this debt as tantamount to a default
given the loss of the collateral pledge and the conversion to a
noncash accrual of interest (which was substituted for the prior
cash payment of interest), reducing the value of this capital, in
its view.

Funding for the subpar debt repurchase was provided by an equity
contribution from the company's majority owner, as well as the two
Detroit-based pension funds which had provided the collateral
pledge for the converted second-lien debt.  These contributions
represent senior preferred interests in the company's capital
structure and will accrue a noncash dividend.  Any future payment
or return of capital to preferred equity holders is conditioned
upon the repayment of the first-lien term loan.  Contributed
equity in excess of funds used for the subpar debt repurchase was
used to fund the $16.5 million licensing fee for table games on
June 1, and will be used to purchase and install table games at
the property.  Remaining proceeds, if any, will be used for
general corporate purposes.

"Despite the reduction in HGB's indebtedness, S&P continue to be
concerned about the company's ability to generate sufficient
levels of cash flow to support the new capital structure and
potential future claims on cash, given the substantial level of
noncash interest that will accrue on debt positions," said
Standard & Poor's credit analyst Michael Listner.

In addition, S&P expects that the company will pay interest in
kind of 2.75% on the first-lien term loan (as allowed for under
the amendment to the credit agreement), and the new unsecured note
will accrue noncash interest at 5%, resulting in annual
capitalized interest of about $15 million.  Based on S&P's
expectation that the total of cash fixed charges and the accretion
of debt balances will exceed HGB's level of cash flow generation,
S&P view the company's capital structure as being unsustainable.
S&P expects debt balances to increase through accretion over time.

Inclusive of amortization payments on the company's equipment
financing and first-lien term loan, cash interest costs on the
company's debt, payment obligations to the city for redevelopment
projects and the construction of a sports arena, and maintenance
capital expenditures, S&P estimate that the company's fixed cash
charges will total approximately $50 million in 2010.  The
introduction of table games, which the company plans to be
operating at the property in July 2010, will provide HGB with an
incremental source of revenue, which, in addition to cash balances
and cash flow from existing operations, S&P expects will be
sufficient to support this level of cash expenditures.  However,
S&P does not anticipate that the company will generate meaningful
levels of discretionary cash flow.  The current rating reflects
S&P's expectation that fixed cash charges will roughly approximate
HGB's level of cash flow generation, but that the company will be
unable to support potential future claims on cash -- namely,
significant levels of noncash pay-in-kind interest.


HOVNANIAN ENTERPRISES: Posts $28.6-Mil. Net Loss for Fiscal Q2
--------------------------------------------------------------
Hovnanian Enterprises, Inc., and its subsidiaries reported a net
loss of $28.634 million for the three months ended April 30, 2010,
from a net loss of $118.621 million for the same period in 2009.
The Company posted a net income of $207.555 million for the six
months ended April 30, 2010, from a net loss of $297.031 million
for the same period last year.

Total revenues were $318.6 million for the second quarter of
fiscal 2010 compared with $398.0 million in the prior year's
second quarter.  For the first half of fiscal 2010, total revenues
were $638.2 million compared with $771.8 million in the same
period last year.

Homebuilding gross margin, before interest expense included in
cost of sales, increased for the sixth consecutive quarter to
17.3% during the second quarter of 2010, compared to 8.3% in the
fiscal 2009 second quarter and 16.0% in the 2010 first quarter.

The pre-tax loss in the second quarter of fiscal 2010 was
$28.0 million compared to $97.4 million in the second quarter of
fiscal 2009 and $55.0 million in the first quarter of fiscal 2010.

Adjusted EBITDA was positive for the first time in 11 quarters.

Total debt was reduced by $87.1 million during the second quarter
of fiscal 2010.

At April 30, 2010, the Company had total assets of $2.029 billion
against total liabilities of $2.166 billion and non-controlling
interest in consolidated joint ventures of $730,000, resulting in
total equity deficit of $137.027 million.

A full-text copy of the Company's Form 10-Q report is available at
no charge at http://ResearchArchives.com/t/s?6467

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?6468

                    About Hovnanian Enterprises

Red Bank, New Jersey-based Hovnanian Enterprises, Inc. (NYSE: HOV)
-- http://www.khov.com/-- founded in 1959 by Kevork S. Hovnanian,
is one of the nation's largest homebuilders with operations in
Arizona, California, Delaware, Florida, Georgia, Illinois,
Kentucky, Maryland, Minnesota, New Jersey, New York, North
Carolina, Ohio, Pennsylvania, South Carolina, Texas, Virginia and
West Virginia.  The Company's homes are marketed and sold under
the trade names K. Hovnanian Homes, Matzel & Mumford, Brighton
Homes, Parkwood Builders, Town & Country Homes, Oster Homes and
CraftBuilt Homes.  As the developer of K. Hovnanian's Four Seasons
communities, the Company is also one of the nation's largest
builders of active adult homes.


IMPERIAL CAPITAL: FDIC Blocks Hiring of FTI Consulting
------------------------------------------------------
According to Bankruptcy Law360, the Federal Deposit Insurance
Corp. does not want the creditors committee for Imperial Capital
Bank to hire FTI Consulting Inc. as its financial adviser, saying
it would cost the estate too much money and is not needed.

La Jolla, California-based Imperial Capital Bancorp, Inc., filed
for Chapter 11 bankruptcy protection on December 18, 2009 (Bankr.
S.D. Calif. Case No. 09-19431).  Gregory K. Jones, Esq., at
Stutman, Treister & Glatt, P.C., 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.


J&D PROPERTIES: Case Summary & Largest Unsecured Creditor
---------------------------------------------------------
Debtor: J&D Properties Nevada, LLC
        17622 Raymer Street
        Northridge, CA 91325

Bankruptcy Case No.: 10-16769

Chapter 11 Petition Date: June 4, 2010

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

Judge: Geraldine Mund

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

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

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

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

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Anna Topuzoglu            Purchases              $62,000
17622 Raymer St.
Northridge, CA 91325

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


JAMES BROWN: Case Summary & 6 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: James Brown
        441 West 84th Street
        Los Angeles, CA 90003

Bankruptcy Case No.: 10-32725

Chapter 11 Petition Date: June 4, 2010

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

Judge: Samuel L. Bufford

Debtor's Counsel: Thomas P. Giordano, Esq.
                  500 State College Blvd
                  Ste 530
                  Orange, CA 92868
                  Tel: (714) 912-7810
                  Fax: (714) 912-7860
                  E-mail: tohmahso@aol.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 6 largest unsecured creditors filed
together with the petition is available for free at:

             http://bankrupt.com/misc/cacb10-32725.pdf

The petition was signed by James Brown.


JNL FUNDING: Has Lender's Support on Use of Cash Collateral
-----------------------------------------------------------
JNL Funding Corp. and its secured lender Textron Financial
Corporation have entered into a stipulation and agreed order
regarding JNL Funding's use of cash collateral.

The Debtor is authorized to use Cash Collateral during the interim
period commencing on May 28, 2010, and continuing through and
including July 2, 2010, pursuant to a budget.

The Debtor agrees that it owes the lenders an amount not less than
$31,168,105, and that the lenders' claim is secured by a valid,
perfected, and unavoidable first priority security interest in the
Collateral and will constitute an allowed secured claim pursuant
to Section 506(b) of the Bankruptcy Code.

The Debtor is a borrower under a Loan and Security Agreement,
dated as of August 18, 2006, with Textron, as lender and
administrative agent, and TD Banknorth, N.A.  Textron initially
opposed the Debtor's request to use of Cash Collateral, saying
neither the lenders nor any other interested party has had a full
and fair opportunity to conduct a proper review and investigation
of the proposed use of the cash collateral.

Pursuant to the Stipulation, Textron, as administrative and
collateral agent for the lenders, is granted adequate protection
for any diminution in the value of the lenders' interests in the
Pre-Petition Collateral from and after petition date.

The Stipulation and Agreed Order is subject to bankruptcy court
approval.  The Debtor has obtained an emergency order allowing it
to use Cash Collateral during the period commencing on May 21,
2010, and continuing through and including May 27, 2010.

Following court approval, the Debtor is required to use Cash
Collateral to pay $500,000 to the lenders.  The amount will be
applied against the principal amount outstanding under the
lenders' Claim.  The Debtor will also make two separate interest
payments to the Lenders of $80,000.  The Interest Payments will be
on account of postpetition interest that has accrued since the
petition date with respect to the Pre-Petition Obligations.
Textron's consultant, RAS Management Advisors, LLC, will also be
given access to observe the Debtor's business operations and
access to review and copy the Debtor's business records during
normal business hours.

Any committee or trustee appointed in the case may challenge the
amount, validity, priority or extent of Textron's security
interests in the Collateral, or avoid or recover any transfers
received by the lenders within 90 days following interim approval
of the Cash Collateral use.

A final hearing on the use of Textron's Cash Collateral is
scheduled for July 9, 2010 at 11:00 a.m. (ET).

Objections to the Stipulation or the entry of a Final Cash
Collateral Order are due June 30, 2010 at 4:00 p.m. (ET).
Objections must be sent to:

     (i) counsel to the Debtor

         PRYOR & MANDELUP, LLP
         675 Old Country Rd.
         Westbury, New York 11590
         Attn: Anthony F. Giuliano, Esq.

    (ii) counsel to any statutory committee, if appointed; and

   (iii) counsel to Textron

         Attn: Steven E. Fox, Esq.
         EPSTEIN, BECKER & GREEN, P.C.
         250 Park Avenue
         New York, New York 10177

On August 18, 2006, the Debtor entered into a secured revolving
credit facility with Textron, as agent for certain lenders, in the
amount of $25,000,000.  The Facility was amended from time to time
to increase the Facility to $30,000,000 and thereafter to
$50,000,000, at which time Textron brought TD Bank North, N.A.,
into the Facility.  The Facility was slated to mature on June 1,
2010.

                         About JNL Funding

JNL Funding Corp., based in Farmingdale, New York, was formed to
originate and invest primarily in real estate related first
priority mortgage loans.  JNL is a speciality finance company
which provides short-term (generally one to two years) financing
for borrowers with specialized expertise in the acquisition,
rehabilitation and the resale of vacant one-to-four family
residential properties in New York City and Long Island, New York.
The company also provides construction financing for these
properties and other special situations.

JNL Funding filed for Chapter 11 bankruptcy protection on May 14,
2010 (Bankr. E.D.N.Y. Case No. 10-73724).  Judge Alan Trust
presides over the case.  The Company estimated its assets and
debts at $50,000,001 to $100,000,000.  JNL said in court papers
its combined general unsecured debts total $19,509,090, for total
debts of $50,677,195.


KENCORP INC: Files for Chapter 11 Bankruptcy Protection
-------------------------------------------------------
Dan Hieb at Business Journal of Nashville Business reports that
Kencorp Inc. filed for bankruptcy under Chapter 11, listing assets
of $205,000 and debts of $1,330,000.  The Company said it owes
$700,000 in unsecured claims to Lojac Enterprises and $229,000 to
Marcor Construction.  Kencorp Inc. operates a paving company.


KRISPY KREME: Posts $4.4 Million Net Income for May 2 Quarter
-------------------------------------------------------------
Krispy Kreme Doughnuts Inc. filed its quarterly report on Form 10-
Q, reporting net income of $4.4 million on $92.1 million of
revenue for the three month ended May 2, 2010, compared with net
income of $1.8 million on $93.4 million of revenue for the three
month ended May 3, 2010.

The Company's balance sheet at May 2, 2010, showed $168.6 million
in total assets, $34.9 million in total current liabilities,
$42.5 million in long-term debt, and $21.3 million in other long-
term obligations, for a total shareholders' equity of
$69.7 million.

"We were pleased with the improvement in our first quarter
performance, which included healthy Company same store sales
growth and improvements in both consolidated operating income and
net income compared to the year-ago period.  This improvement
reflects our continued progress in implementing our strategic
initiatives. We look forward to continued success with our
transition and believe that our shareholders will increasingly be
positioned to benefit as we move forward," said Jim Morgan, the
Company's President and Chief Executive Officer.

For the first quarter ended May 2, 2010, revenues decreased 1.4%
to $92.1 million from $93.4 million.  Year-over-year revenue
increases in the domestic and international franchise segments and
at KK Supply Chain were offset by a decline in revenue in Company
Stores.  Excluding the effects of refranchising Company stores,
revenues rose 0.4%.

Direct operating expenses remained flat at $77.0 million year over
year, and as a percentage of total revenues, increased to 83.6%
from 82.4%.  General and administrative expenses were $5.8 million
compared to $6.3 million in the same period last year and, as a
percentage of total revenues, decreased to 6.2% from 6.8%.
Impairment charges and lease termination costs were $1.3 million
compared to $2.4 million in the year-ago period.

Operating income increased 4.8% to $6.1 million from $5.8 million.

Interest expense declined by half to $1.9 million from $3.8
million. Interest expense in the first quarter of last year
included approximately $1.0 million of fees and expenses
associated with amendments to the Company's secured credit
facilities, as well as approximately $600,000 of charges related
to interest rate derivatives which expired in the first quarter of
fiscal 2011.

A full-text copy of the Company's earnings release is available
for free at http://ResearchArchives.com/t/s?6465

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?6464

                        About Krispy Kreme

Based in Winston-Salem, North Carolina, Krispy Kreme Doughnuts
Inc. (NYSE: KKD) -- http://www.KrispyKreme.com/-- is a retailer
and wholesaler of doughnuts.  The company's principal business,
which began in 1937, is owning and franchising Krispy Kreme
doughnut stores where over 20 varieties of doughnuts are made,
sold and distributed and where a broad array of coffees and other
beverages are offered.

Kremeworks, LLC, which is 25%-owned by KKDI, has failed to comply
with certain financial covenants related to its indebtedness, a
portion of which matured, by its terms, in January 2009.
Kremeworks has requested that the lender waive the loan defaults
resulting from the covenant violations and refinance the maturing
indebtedness.  In the event the lender is unwilling to do so and
declares the entire indebtedness immediately due and payable, the
Company could be required to perform under its guarantee.

Krispy Kreme Doughnuts said Kremeworks could have insufficient
cash flows from its business to service the indebtedness even if
it is refinanced, which might require capital contributions to
Kremeworks by the Company and the majority owner of Kremeworks --
which has guarantees of the Kremeworks indebtedness roughly
proportionate to those of the Company -- for Kremeworks to comply
with the terms of the any new loan agreement.

                          *     *     *

As reported by the Troubled Company Reporter on September 30,
2009, Standard & Poor's Ratings Services revised its ratings
outlook on Krispy Kreme Doughnuts to stable from negative.  The
outlook revision incorporates S&P's expectation that the company
will have adequate liquidity in the near term based on S&P's
expectation of its performance in the near term, its current cash
position, and covenant cushion.  S&P affirmed the 'B-' corporate
credit rating.  While the sales pressure will continue, S&P
expects the declines to decelerate and profitability to somewhat
stabilize or, at the very least, allow the company to remain
covenant compliant in the current and next fiscal year.


LANDAMERICA FIN'L: Court OKs Final Fee Applications
---------------------------------------------------
Judge Huennekens approved the final fee applications of these
professionals retained in LandAmerica Financial Group's bankruptcy
cases:

A. Debtors' Professionals

Professional            Period         Fees       Expenses
------------           ---------    ----------    --------
Willkie Farr &         11/26/08-    $4,023,176    $190,582
Gallagher LLP          12/06/09

Willkie Farr &         11/04/09-      $106,345      $1,397
Gallagher LLP          02/28/10

LeClairRyan            11/26/08-       $30,218          $0
                        12/08/09

Jenner & Block LLP     07/13/09-      $714,654     $20,653
                        12/06/09

B. Official Committee of Unsecured Creditors

Professional            Period         Fees       Expenses
------------           ---------    ----------    --------
Akin Gump Strauss      12/08/08-    $4,639,413    $374,912
Hauer & Feld LLP       12/06/09

Protiviti Inc.         12/08/08-    $1,261,200     $74,703
                        08/31/09

Tavenner & Beran,      09/01/09-       $81,999      $1,462
PLC                    12/06/09

C. Lead Case Plaintiffs

Professional            Period         Fees       Expenses
------------           ---------    ----------    --------
Millard                12/01/08-    $1,840,196    $124,575
Refrigerated           12/13/09
Services, Inc.

Howard                 11/01/09-       $14,737         $33
Finkelstein, the       12/07/09
Note Test Case
Plaintiff

Frontier Pepper's      11/01/09-      $$17,245         $68
Ferry, LLC, the        12/07/09
Type B Test Case
Plaintiff

Matthew B.             09/01/09-      $161,624       $2,261
Luxenberg, Type A      12/31/09
Test Case
Plaintiff

The Court has approved the final fee allowance of McGuireWoods
LLP upon consideration of the Final Fee Application and upon the
stipulation regarding adjournment of Final Applications solely as
to fees and expenses incurred by LandAmerica 1031 Exchange
Services, Inc.; and the stipulation having continued that portion
of the Final Application pertaining to compensation for services
rendered and expenses incurred on behalf of LES for the period
from February 9, 2010, until March 2, 2010.  The LES Trustee is
authorized and directed to pay McGuireWoods $40,361 for unpaid
holdbacks of the compensation and reimbursement for the Final Fee
Application Period.

In a subsequent order, the Court allowed McGuireWoods $80,567 in
fees and $307 in expenses for the Final Application Period, which
includes the $26,155 in fees and $17 in expenses that were
previously approved by the Court on an interim basis for the
period from November 26, 2008 through December 6, 2009.  The
applicable LandAmerica Trustee is authorized and directed to pay
McGuireWoods the unpaid portion of the compensation and
reimbursement, which amounts to $8,161.

The LES Trustee is authorized and directed to pay to Akin Gump
$5,014,325, representing the amount of compensation and
reimbursement of expenses allowed, as an administrative expense.

The Debtors are authorized and directed to pay to Protiviti and
Tavenner & Beran the allowed amount of fees and reimbursement of
expenses as administrative expenses.

                    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.


LINCOLN HOLDINGS: S&P Affirms Corporate Credit Rating at 'B'
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on St.
Louis-based Lincoln Holdings Enterprises Inc., including the 'B'
corporate credit rating.  At the same time, S&P revised the
outlook to stable from negative.

"The ratings affirmation and outlook revision reflect S&P's
expectation that Lincoln's credit measures will recover gradually
in 2010," said Standard & Poor's credit analyst Helena Song.
"They also reflect S&P's expectation that the company will
maintain adequate liquidity for the ratings," she continued.

The ratings on Lincoln (parent of unrated operating subsidiary
Lincoln Industrial Corp.) reflect the company's highly leveraged
financial risk profile, marked by high debt balances and an
aggressive financial policy.  Lincoln's leading position in niche
markets only partly offsets these factors.

S&P expects credit metrics to gradually improve in 2010 and remain
in line with its expectations.  S&P could lower the ratings if
credit measures begin to decline, causing diminishing headroom
under financial covenants and increasing the likelihood of a
covenant violation.  Conversely, if Lincoln's operating
performance improves meaningfully, and the company's credit
measures (including debt to EBITDA in the 4x to 5x range),
liquidity, and financial policies support this trend, S&P could
raise the ratings.


LOGAN'S ROADHOUSE: S&P Puts 'B-' Rating on CreditWatch Positive
---------------------------------------------------------------
Standard & Poor's Ratings Services said it placed its ratings,
including the 'B-' corporate credit on Nashville-based Logan's
Roadhouse Inc. on CreditWatch with positive implications.  The
rating action follows Logan's filing for a $200 million initial
public offering of its common stock.

The CreditWatch placement follows Logan's S-1 filing for a
proposed $200 million IPO of its common stock.  The company plans
to use the bulk of the proceeds to repay the $85.9 million of its
outstanding senior subordinated unsecured mezzanine term notes and
buy back all of its $64.5 million of outstanding series A
preferred stock, including accumulated dividends of $34.7 million.

"If completed, S&P expects debt reduction, along with improvement
in cash flow, to result in meaningfully better credit protection
measures," said Standard & Poor's credit analyst Mariola Borysiak.
S&P estimate that pro forma debt leverage will improve to about
4.9x from 6.9x at May 2, 2010.

Furthermore, S&P expects that EBITDA coverage of interest would
increase to the mid-2x range on a pro forma basis, from 1.6x.

"S&P plan to resolve this CreditWatch listing when the IPO is
completed, with a likely outcome of at least a one-notch increase
in the rating," added Ms. Borysiak.  S&P will also review and
analyze the company's business prospects and financial policies in
the future.


LPATH INC: Registers 9,030,487 Class A Shares for Resale
--------------------------------------------------------
Lpath, Inc., filed with the Securities and Exchange Commission a
prospectus relating to the resale by certain selling security
holders of up to 9,030,487 shares of the Company's Class A common
stock in connection with the resale of:

     -- up to 7,090,999 shares of the Company's Class A common
        stock which were issued in connection with a private
        placement that closed on August 12 and 18, 2008;

     -- up to 1,939,488 shares of the Company's Class A common
        stock which may be issued upon exercise of certain
        warrants issued in connection with a private placement
        that closed in August 2008 (including warrants issued to
        the Company's placement agents in such offering); and

The selling security holders may offer to sell the shares of Class
A common stock being offered in this prospectus at fixed prices,
at prevailing market prices at the time of sale, at varying
prices, or at negotiated prices.

A full-text copy of the Company's prospectus is available at no
charge at http://ResearchArchives.com/t/s?6453

                            About Lpath

San Diego, Calif.-based Lpath, Inc. is a biotechnology company
focused on the discovery and development of lipidomic-based
therapeutics, an emerging field of medical science whereby
bioactive lipids are targeted to treat human diseases.

At March 31, 2010, Lpath had total assets of $8,695,299 against
total current liabilities of $2,040,132 and warrants of
$1,893,776, resulting in stockholders' equity of $2,755,167.

In its March 2010 Form 10-Q report, the Company said that in the
year ended December 31, 2009, Lpath utilized cash in operating
activities of $1,054,786.  During 2010, the Company expects to
continue to incur cash losses from operations.  These conditions
raise substantial doubt about the Company's ability to continue as
a going concern.

In the Company's 2009 Annual Report on Form 10-K, Moss Adams LLP,
in San Diego, Calif., expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company had incurred significant cash
losses from operations since inception and expects to continue to
incur cash losses from operations in 2010 and beyond.


LPATH INC: Registers 25,729,669 Class A Shares for Resale
---------------------------------------------------------
Lpath Inc. filed with the Securities and Exchange Commission a
prospectus relating to the resale by certain selling security
holders of up to 25,729,669 shares of the Company's Class A common
stock in connection with the resale of:

     -- up to 17,733,737 shares of the Company's Class A common
        stock which were issued in connection with a private
        placement that closed in April and June 2007; and

     -- up to 7,995,932 shares of the Company's Class A common
        stock which may be issued upon exercise of certain
        warrants issued in connection with a private placement
        that closed in April and June 2007 (including warrants
        issued to the Company's placement agents in such
        offering).

The selling security holders may offer to sell the shares of Class
A common stock being offered in the prospectus at fixed prices, at
prevailing market prices at the time of sale, at varying prices,
or at negotiated prices.

A full-text copy of the Company's prospectus is available at no
charge at http://ResearchArchives.com/t/s?6454

                            About Lpath

San Diego, Calif.-based Lpath, Inc. is a biotechnology company
focused on the discovery and development of lipidomic-based
therapeutics, an emerging field of medical science whereby
bioactive lipids are targeted to treat human diseases.

At March 31, 2010, Lpath had total assets of $8,695,299 against
total current liabilities of $2,040,132 and warrants of
$1,893,776, resulting in stockholders' equity of $2,755,167.

In its March 2010 Form 10-Q report, the Company said that in the
year ended December 31, 2009, Lpath utilized cash in operating
activities of $1,054,786.  During 2010, the Company expects to
continue to incur cash losses from operations.  These conditions
raise substantial doubt about the Company's ability to continue as
a going concern.

In the Company's 2009 Annual Report on Form 10-K, Moss Adams LLP,
in San Diego, Calif., expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company had incurred significant cash
losses from operations since inception and expects to continue to
incur cash losses from operations in 2010 and beyond.


LPATH INC: Registers 31,545,539 Class A Shares for Resale
---------------------------------------------------------
Lpath Inc. filed with the Securities and Exchange Commission a
prospectus relating to the resale by certain selling security
holders of up to 31,545,539 shares of the Company's Class A common
stock in connection with the resale of:

     -- up to 25,459,514 shares of the Company's Class A common
        stock which were issued in connection with a merger
        transaction and private placements; and

     -- up to 6,086,025 shares of the Company's Class A common
        stock which may be issued upon exercise of certain
        warrants issued in connection with a merger transaction
        and private placements (of which 2,348,121 shares of the
        Company's Class A common stock have already been issued
        upon the exercise of such warrants).

The selling security holders may offer to sell the shares of Class
A common stock being offered in the prospectus at fixed prices, at
prevailing market prices at the time of sale, at varying prices,
or at negotiated prices.

A full-text copy of the Company's prospectus is available at no
charge at http://ResearchArchives.com/t/s?6455

                            About Lpath

San Diego, Calif.-based Lpath, Inc. is a biotechnology company
focused on the discovery and development of lipidomic-based
therapeutics, an emerging field of medical science whereby
bioactive lipids are targeted to treat human diseases.

At March 31, 2010, Lpath had total assets of $8,695,299 against
total current liabilities of $2,040,132 and warrants of
$1,893,776, resulting in stockholders' equity of $2,755,167.

In its March 2010 Form 10-Q report, the Company said that in the
year ended December 31, 2009, Lpath utilized cash in operating
activities of $1,054,786.  During 2010, the Company expects to
continue to incur cash losses from operations.  These conditions
raise substantial doubt about the Company's ability to continue as
a going concern.

In the Company's 2009 Annual Report on Form 10-K, Moss Adams LLP,
in San Diego, Calif., expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company had incurred significant cash
losses from operations since inception and expects to continue to
incur cash losses from operations in 2010 and beyond.


MACY'S RETAIL: Moody's Assigns 'Ba1' Senior Unsec. Shelf Rating
---------------------------------------------------------------
Moody's Investors Service assigned ratings to Macy's Retail
Holdings, Inc. multiple seniority shelf and affirmed all existing
ratings.  The outlook remains stable.

Ratings assigned:

For Macy's Retail Holdings, Inc.:

* Senior unsecured shelf rating at (P)Ba1;
* Subordinated shelf rating at (P)Ba2.

Ratings affirmed:

For Macy's, Inc.:

* Corporate Family Rating at Ba1;
* Probability of Default Rating at Ba1;
* Speculative Grade Liquidity Rating at SGL-1.

For Macy's Retail Holdings, Inc.:

* Senior unsecured at Ba1 (LGD 4, 57%).
* For May Department Stores Company:
* Senior unsecured at Ba1 (LGD 4, 57%).

The last rating action on Macy's was on May 17, 2010, when its
senior unsecured rating was upgraded to Ba1 from Ba2.

Macy's, Inc., is one of the United States largest department store
operators with about 850 stores operating under the Macy's and
Bloomingdale's nameplates.  Revenues are nearly $24 billion.


MAJESTIC LIQUOR: Files for Bankruptcy to Restructure Debt
---------------------------------------------------------
Majestic Liquor Stores, together with its affiliates, filed for
bankruptcy under Chapter 11 (Bankr. N.D. Tex. Case No. 10-43849)
on June 6 to restructure its debt.

Sandra Baker at Star-Telegram reports that the Company has been
allowed by the Bankruptcy Court to continue processing credit
cards, pay prepetition wages owed to about 400 employees, and pay
its largest liquor suppliers.

The Company listed debts between $10 million and $50 million.  The
Company owes $1 million to Republic National Distributing Co., and
$686,190 to Glazer's Wholesale, she adds.

Majestic Liquor Stores operates a chain of liquor stores.


MARKWEST ENERGY: Fitch Assigns 'BB' Issuer Default Rating
---------------------------------------------------------
Fitch Ratings has assigned these initial ratings to MarkWest
Energy Partners, L.P.:

  -- Issuer Default Rating 'BB';
  -- Senior unsecured rating 'BB';
  -- Senior secured rating 'BB+'.

These ratings affect approximately $1.17 billion of debt
outstanding as of March 31, 2010.  The Rating Outlook is Stable.

MarkWest's ratings reflect the company's success in maintaining
fairly steady operating results and margins despite a challenging
economic environment and volatile commodity pricing period over
the last few years.  Increased fee-based revenue sources and
effective hedging have helped decrease cash flow volatility and
provide greater cash flow predictability for the company.  Fitch
notes that the company maintains a layered hedging strategy to
mitigate exposure to commodity prices with the stability of
margins further enhanced by long term contracts with key
customers.  MarkWest benefits from the increasing diversity of its
geographic footprint and scale in its core regions, including
leading positions in the Marcellus and Woodford Shale plays.
Given the significant growth potential in the Marcellus Shale and
MarkWest's modest size, the company has enhanced its financing
flexibility through a joint venture (the Liberty JV) with an
affiliate of the Energy & Minerals Group (EMG), a private equity
fund focused on energy investments.  While there are certain
attendant risks to MarkWest's growth strategy, the increasing
scale and scope of the company's midstream operations are expected
to improve its business risk profile and revenue diversity.

Offsetting challenges include the significant percentage of non-
fee-based cash flows from keep-whole and percent-of-proceeds
arrangements, despite management's efforts to reduce these
positions.  Additionally, fee-based revenues will remain sensitive
to the potential curtailment of drilling activities by natural gas
producers, which could result in a decline in throughput volumes
on MarkWest's systems.  As a midstream energy company, MarkWest
also faces the challenge of effectively hedging natural gas
liquids prices given the periodic breakdown in the correlation
between crude oil and NGL prices.  Finally, the company's
significant growth plans in the Marcellus Shale may be moderated
due to the increasing environmental focus in the region.

MarkWest has generally managed its balance sheet to steadily
improve its credit metrics.  This includes completing a series of
sizable equity offerings in each of the last five years (2006 to
2010), despite the downturn in the economy and natural gas
markets.  While acknowledging the increase in leverage associated
with the company's acquisition of its former parent, MarkWest
Hydrocarbon, Inc., in early 2008, Fitch also recognizes several
long-term benefits to MarkWest's credit quality as a master
limited partnership from the transaction, including the
elimination of incentive distributions to its general partner,
which no longer has an economic interest in the company.  As of
March 31, 2010, debt to adjusted EBITDA had been reduced to
approximately 3.9 times with distribution coverage for the prior
12 months of 1.2x.  Given the rebound in NGL markets in recent
months, earnings contribution from ongoing growth investments and
the cash infusions anticipated from EMG to finance its portion of
the Liberty JV, Fitch expects credit metrics to continue to
improve over the near term.

To generate more stable cash flows, MarkWest has placed a greater
emphasis on adding more fee-based assets, including most of the
investments in the Marcellus Shale.  Through these growth
investments, the company anticipates fee-based assets to generate
nearly 50% of net operating margin in 2012 from 39% in 2009.  The
company's remaining contracts are primarily split between keep-
whole (31% of 2009 net operating margin) and percent-of-proceeds
arrangements (26% of 2009 net operating margin).  Of additional
note is that the company's agreements in the Marcellus primarily
include dedicated acreage over the life of production, which helps
limit competition from other midstream companies.  MarkWest also
actively manages exposure to commodity prices through its layered
hedging program, with a mix of crude oil, natural gas and NGL
positions.  Per most recent guidance, the company has increased
its hedged positions to approximately 70% of its anticipated 2010
net operating margin that is exposed to commodity prices, 65% of
2011, 35% of 2012 and 10% of 2011.  However, as evidenced by the
company's wide range of projected distributable cash flow for
2010, results will continue to reflect the challenges to
effectively decrease NGL price exposure using crude oil hedges as
well as the impact of the company's unhedged volumes.  Results
will also reflect changes in the actual throughput volumes on
MarkWest's gathering and processing assets which will remain
sensitive to the level of drilling activity by natural gas
producers.

With increased scale and diversity of operations in its core
regions, MarkWest has shifted its growth strategy since 2006 to
organic investments in key resource plays from its previous
acquisition strategy.  The company's midstream asset base now
touches several major U.S. natural gas producing regions,
mitigating any regional-specific issues that may arise.
MarkWest's processing operations also benefit from the recent
rebound in NGL prices as natural gas producers are shifting to
more rich natural gas (high NGL content) production.  Despite a
slowdown of drilling in certain regions, the company continues to
have good growth opportunities due to its wide reach into several
supply basins.  Most importantly in this regard, the company's
legacy operations in the Appalachian Basin have provided the
foothold for its shift to the Marcellus Shale.

With the significant focus of upstream producers on low cost
production in the Marcellus Shale and its proximity to Northeast
markets, MarkWest's expansion in the play (beginning in 2008) has
benefited from the company's first mover advantage and long
standing relationships with major players in the Appalachian
Basin.  Fitch also recognizes that the formation of the Liberty JV
in early 2009 has provided MarkWest significant flexibility in its
financing strategy.  Major producers continue to increase
investments in the Marcellus as reflected in the increasing number
of active rigs in the region, despite the prolonged low natural
gas prices.  While the Liberty JV is initially focused on
supporting Range Resources Corp.'s growth in the region, with over
one million net acres, MarkWest has relationships with most major
producers in the region which are expected to help fill the
significant gathering and processing facilities being constructed
by the company.  In recent days, the Liberty JV has also announced
a joint project with Sunoco Logistics Partners L.P.  to deliver
ethane from the Marcellus to Gulf Coast markets to address a key
concern for further rich natural gas production in the region.

MarkWest maintains liquidity through its $435.6 million credit
facility, cash flow from operations, and access to public and
private debt and equity markets.  Fitch notes that the company
came under some pressure during the economic downturn in early
2009, including significant usage of its revolver.  The company
subsequently took several steps to enhance liquidity and financial
flexibility, including expanding the revolver's capacity and
entering into the Liberty JV.  Future maturities are viewed as
manageable with the company's credit facility due in 2012 and the
next major maturities in 2014 of $375 million.


MARHABA PARTNERS: Will Allot $100,000 for Payment to Unsecureds
---------------------------------------------------------------
Marhaba Partners Limited Partnership filed with the U.S.
Bankruptcy Court for the Southern District of Texas a Plan of
Reorganization and an explanatory Disclosure Statement.

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

According to the Disclosure Statement, the Plan provides that the
Reorganized Debtor will continue owning all of the properties, the
obligations to the secured Lenders will be satisfied by the sale
or refinance of the properties, an equity infusion or consensual
modification of the loan obligations.

Distributions will be made holders of allowed claims using a
combination of available cash on hand as of the effective date,
allotted funds made available through any equity contribution, and
income generated from sale, refinance or operations of the
properties.

As part of the Plan, the Debtor will dedicate $100,000 for pro
rata distribution to holders of General Unsecured Claims
commencing on March 31, 2011.  Any claim attributable to any
deficiency amount in the event any property is foreclosed upon by
a secured lender will be an unsecured claim.

The Plan provides for pro rata payment to all holders of Allowed
General Unsecured Claims.  However, during the pendency of these
bankruptcy cases, several Claims in this Class have already
received certain payments from the Debtor on account of utility
deposits.  Any postpetition amounts paid by the Debtor to holders
of Allowed General Unsecured Claims will serve to offset the
amounts the holders of Allowed General Unsecured Claims will
receive under this Plan.

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

The Debtor is represented by:

     Porter & Hedges, L.L.P.
     John F. Higgins, Esq.
     Elizabeth C. Freeman, Esq.
     1000 Main Street, 36th Floor
     Houston, Texas 77002
     Tel: (713) 226-6000
     Fax: (713) 226-6231

                      About Marhaba Partners

Houston, Texas-based Marhaba Partners Limited Partnership filed
for Chapter 11 bankruptcy protection on January 5, 2010 (Bankr.
S.D. Texas Case No. 10-30227).  Elizabeth Carol Freeman, Esq., at
Porter & Hedges, L.L.P., assists the Company in its restructuring
effort.  The Company listed $50,000,001 to $100,000,000 in assets
and $50,000,001 to $100,000,000 in liabilities.  In its schedules,
the Debtor disclosed $202,288,728 in total assets and $70,486,867
in total liabilities.


MGM MIRAGE: Management to Present at Goldman Sachs Conference
-------------------------------------------------------------
MGM MIRAGE management was scheduled to make a Company presentation
on June 7, 2010, at the Goldman Sachs Lodging, Gaming, Restaurant,
and Leisure Conference 2010 in New York City.

As reported by the Troubled Company Reporter on May 24, 2010, MGM
MIRAGE filed its quarterly report on Form 10-Q, showing a net loss
of $96.7 million on $1.4 billion of total revenues for the three
months ended March 31, 2010, compared with a net income of $105.1
million on $1.4 billion of total revenues during the same period a
year ago.

The Company's balance sheet at March 31, 2010, showed
$21.0 billion in total assets, $1.1 billion in total current
liabilities, $3.1 billion in deferred income taxes, $12.6 billion
in long-term debt, and $253.2 in million other long-term
obligations, for a stockholders' equity of $3.7 billion.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?62a5

                         About MGM MIRAGE

Headquartered in Las Vegas, Nevada, MGM MIRAGE (NYSE: MGM) --
http://www.mgmmirage.com/-- owns and operates 16 properties
located in Nevada, Mississippi and Michigan, and has 50%
investments in four other properties in Nevada, New Jersey,
Illinois and Macau.  CityCenter, an urban metropolis on the Las
Vegas Strip scheduled to open in late 2009, is a joint venture
between MGM MIRAGE and Infinity World Development Corp, a
subsidiary of Dubai World.  MGM MIRAGE Hospitality has entered
into management agreements for future casino and non-casino
resorts throughout the world.

The Company reported $22.51 billion in total assets, $2.38 billion
in total current liabilities, $3.03 billion in deferred income
taxes, $12.97 billion in long term debt, and $256.83 million other
long term obligation, resulting to a $3.87 billion stockholders'
equity as of Dec. 31, 2009.  At September 30, 2009, MGM MIRAGE had
stockholders' equity of $4.29 billion.

                         *     *     *

As reported by the Troubled Company Reporter on March 22, 2010,
Moody's Investors Service affirmed MGM MIRAGE's ratings, including
its Caa1 Corporate Family Rating and raised the company's
Speculative Grade Liquidity rating to SGL-3 from SGL-4.  The
rating outlook remains stable.

As reported by the TCR on March 11, 2010, Standard & Poor's
Ratings Services affirmed all of its existing ratings on MGM
MIRAGE, including the 'CCC+' corporate credit rating.  The rating
outlook is developing.  "The 'CCC+ corporate credit rating
reflects MGM MIRAGE's significant debt burden, S&P's expectation
for continued declines in cash flow generation in 2010, and the
company's tight liquidity position," said Standard & Poor's credit
analyst Ben Bubeck.


MICHAELS STORES: Moody's Upgrades Corporate Family Rating to 'B3'
-----------------------------------------------------------------
Moody's Investors Service upgraded Michaels Stores, Inc.'s
Corporate Family and Probability of Default Ratings to B3 from
Caa1.  Actions on other rated debt are detailed below.  The
company's Speculative Grade Liquidity Rating of SGL-2 was
affirmed.  The rating outlook remains stable.

The upgrade in the company's ratings reflects recent improvement
in operating performance resulting from higher comparable store
sales and operating margin expansion and Moody's expectations this
improved performance can be sustained.  The company maintains a
strong position in the arts and craft retailing segment and
Moody's believes the company is gaining market share.  At the same
time the company has maintained tight control over inventory
levels, particularly in more discretionary seasonal categories,
which is helping to improve margins.  Moody's expect the company
to be able to sustain operating performance at recent levels and
that it will continue to maintain its overall good liquidity
profile.

The stable rating outlook reflects expectations that the company
will maintain current performance.  While leverage remains high
for the current rating, Moody's expect the company will continue
to moderately deleverage over the near to intermediate term.

These ratings were upgraded and LGD assessments amended where
appropriate:

  -- Corporate Family Rating to B3 from Caa1

  -- Probability of Default Rating to B3 from Caa1

  -- Term Loan B due 2013 to B2 (LGD 3, 37%) from B3 (LGD 3, 41%)

  -- Term Loan C due 2016 to B2 (LGD 3, 37%) from B3 (LGD 3, 41%)

  -- $750 million Senior Unsecured Notes due November, 2014 to
     Caa1 (LGD 5, 76%) from Caa2 (LGD 5, 79%)

  -- $400 million Senior Secured subordinated notes due November
     2016 to Caa2 (LGD 6, 90%) from Caa3 (LGD 6, 91%)

  -- $469 million (principal amount at maturity) Subordinated
     Discount Notes due 2016 to Caa2 (LGD 6, 95%) from Caa3 (LGD
     6, 95%).

This rating was affirmed

  -- Speculative Grade Liquidity Rating at SGL-2

Moody's Investors Service's last rating action on Michaels Stores
Inc. was on October 27, 2009, when the company's Speculative Grade
Liquidity Rating was upgraded to SGL-2 from SGL-3.

Headquartered in Irving, Texas, Michaels Stores, Inc., is the
largest arts and crafts specialty retailer in North America.  As
of May 26, 2010, the company operated 1,029 "Michaels" retail
stores in the United States and Canada and 146 Aaron Brothers
Stores.


MIDAS WATCH: Case Summary & 15 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Midas Watch, Inc.
        2180 SW 71 Terrace
        Davie, FL 33317

Bankruptcy Case No.: 10-25824

Chapter 11 Petition Date: June 4, 2010

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

Judge: John K. Olson

Debtor's Counsel: Mark A. Levy, Esq.
                  200 E Las Olas Blvd #1900
                  Ft. Lauderdale, FL 33301
                  Tel: (954) 522-2200
                  E-mail: mark.levy@brinkleymorgan.com

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

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

A list of the Company's 15 largest unsecured creditors filed
together with the petition is available for free at:

             http://bankrupt.com/misc/flsb10-25824.pdf

The petition was signed by Alan Akouka, company's president/CEO.

Debtor-affiliates that filed separate Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Clamor/Just Doing Time, Inc.           10-25817    06/04/10
Slam Marketing, LLC                    10-25821    06/04/10


MILLENIUM TIME: Case Summary & 14 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Millenium Time, Inc.
        2180 SW 71 Terrace
        Davie, FL 33317

Bankruptcy Case No.: 10-25825

Chapter 11 Petition Date: June 4, 2010

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

Judge: Raymond B. Ray

Debtor's Counsel: Mark A. Levy, Esq.
                  200 E Las Olas Blvd #1900
                  Ft. Lauderdale, FL 33301
                  Tel: (954) 522-2200
                  E-mail: mark.levy@brinkleymorgan.com

Estimated Assets: $50,001 to $100,000

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

A list of the Company's 14 largest unsecured creditors filed
together with the petition is available for free at:

             http://bankrupt.com/misc/flsb10-25825.pdf

The petition was signed by Alan Akouka, company's president/CEO.

Debtor-affiliates that filed separate Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Clamor/Just Doing Time, Inc.           10-25817    06/04/10
Midas Watch, Inc.                      10-25824    06/04/10
Slam Marketing, LLC                    10-25821    06/04/10


MILESTONE SCIENTIFIC: Names Four Individuals to Serve as Directors
------------------------------------------------------------------
Milestone Scientific Inc. elected Leslie Bernhard, Leonard A.
Osser, Pablo Felipe Serna Cardenas, and Leonard M. Schiller as
directors, and appointed Holtz Rubenstein Reminick LLP as the
company's independent auditors for the 2010 fiscal year.

Piscataway, N.J.-based Milestone Scientific Inc. (OTC BB: MLSS)
-- http://www.milestonescientific.com/-- is engaged in pioneering
proprietary, highly innovative technological solutions for the
medical and dental markets.  Central to the Company's IP platform
and product development strategy is its patented CompuFlo(R)
technology for the improved and painless delivery of local
anesthetic.

                           *     *     *

At March 31, 2010, the Company had total assets of $5,907,803
against total current liabilities of $2,407,016; and total long-
term liabilities of $577,546, resulting in stockholders' equity of
$2,923,241.

The Company said its recurring historical losses raise substantial
doubt about its ability to continue as a going concern.

In the Company's 2009 Annual Report, Holtz Rubenstein Reminick
LLP, in New York City, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that of the Company's recurring losses from
operations since inception.


MONEY TREE: Amends Dec. 25 Qtr. Financials; Posts $3.7MM Loss
-------------------------------------------------------------
The Money Tree Inc. filed on June 3, 2010, amendment No. 1 to its
quarterly report on Form 10-Q/A for the three months ended
December 25, 2009.  The amendment is being filed in order to
correct previously issued historical consolidated financial
statements of the Company as of December 25, 2009, and for the
three months in the period ended December 25, 2009, for errors in
previously reported amounts related to net finance receivables,
accumulated deficit, provision for credit losses and net loss.

Based on the restated financial statements for the three months
ended December 25, 2009, and 2008, the Company reported a net loss
of $3.7 million and $2.1 million, respectively.  Net revenues were
$2.7 million and $5.2 million, respectively.

As restated, the Company's balance sheet as of December 25, 2009,
showed $55.4 million in assets and $92.9 million in liabilities,
for a shareholders' deficit of $37.5 million.

A full-text copy of the amended quarterly report is available for
free at http://researcharchives.com/t/s?6452

Based in Bainbridge, Ga., The Money Tree, Inc. --
http://themoneytreeinc.com/-- makes consumer finance loans and
provides other financial products and services through its branch
offices in Georgia, Alabama, Louisiana and Florida.  The Company
sells retail merchandise, principally furniture, appliances and
electronics, at certain of its branch office locations and
operates three used automobile dealerships in the State of
Georgia.  The Company also offers insurance products, prepaid
phone services and automobile club memberships to its loan
customers.

                          *     *     *

As reported in the Troubled Company Reporter on January 8, 2010,
Tallahassee, Fla.-based Carr, Riggs & Ingram, LLC expressed
substantial doubt about the Company ability to continue as a going
concern after auditing the Company's financial statements for the
year ended September 25, 2009.  The independent auditors noted
that the Company has suffered recurring losses from operations and
has a net capital deficiency.


MONEYGRAM INT'L: Reports Results of 2010 Stockholders Meeting
-------------------------------------------------------------
At the 2010 Annual Meeting of Stockholders of MoneyGram
International, Inc., the Company's stockholders approved
amendments to the MoneyGram International, Inc. 2005 Omnibus
Incentive Plan to (i) increase the aggregate number of shares that
may be granted under the Omnibus Plan to an eligible person in any
calendar year from 10 million to 12 million shares, (ii) include
an additional provision for limitations on performance awards that
are denominated in shares to ensure exemption from Section 162(m)
of the Internal Revenue Code of 1986, as amended, and (iii)
provide clarification regarding the limitation on performance
awards that are denominated in cash.

The Company's stockholders also elected these individuals to serve
as directors of the Company for a one year term expiring at the
Company's 2011 annual meeting of stockholders:

     * J. Coley Clark;
     * Victor W. Dahir;
     * Thomas M. Hagerty;
     * Scott L. Jaeckel;
     * Seth W. Lawry;
     * Ann Mather;
     * Pamela H. Patsley;
     * Ganesh B. Rao; and
     * W. Bruce Turner

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

                  About MoneyGram International

Minneapolis, Minnesota, MoneyGram International (NYSE:MGI) --
http://www.moneygram.com/-- offers more control and more choices
for people separated by distance or with limited bank
relationships to meet their financial needs.  MoneyGram helps
consumers to pay bills quickly and safely send money around the
world in as little as 10 minutes.  Its global network is comprised
of 190,000 agent locations in nearly 190 countries and
territories.  MoneyGram's convenient and reliable network includes
retailers, international post offices and financial institutions.

At March 31, 2010, the company's balance sheet showed $5.66
billion total assets, $5.66 billion total liabilities, and $896.0
total mezzanine equity for a 896.0 million stockholders' deficit.

                           *     *     *

According to the Troubled Company Reporter on April 27, 2010,
Moody's Investors Service affirmed the B1 corporate family rating
for MoneyGram International Inc and revised the rating outlook to
stable from negative.  The revision of the outlook to stable is
based on solid performance of the money transfer business amidst
the global recession and the stabilization of the Financial Paper
Products segment.


MOOTE POINTE: Case Summary & 10 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Moote Pointe Properties, LLC
        1516 Brookhollow Avenue
        Santa Ana, CA 92705
        Tel: (714) 751-5557

Bankruptcy Case No.: 10-17616

Chapter 11 Petition Date: June 4, 2010

Court: United States Bankruptcy Court
       Central District Of California (Santa Ana)

Judge: Erithe A. Smith

Debtor's Counsel: Thomas C. Corcovelos, Esq.
                  1001 Sixth St Ste 150
                  Manhattan Beach, CA 90266
                  Tel: (310) 374-0116
                  Fax: (310) 318-3832
                  E-mail: corforlaw@corforlaw.com

Scheduled Assets: $4,682,856

Scheduled Debts: $3,627,388

A list of the Company's 10 largest unsecured creditors filed
together with the petition is available for free at:

            http://bankrupt.com/misc/cacb10-17616.pdf

The petition was signed by Mark F. Hassman, managing member.


NATIONWIDE INSURANCE: AM Best Affirms bb- Issuer Credit Rating
--------------------------------------------------------------
A.M. Best Co. has revised the outlook to positive from stable and
affirmed the financial strength rating of B- (Fair) and issuer
credit rating of "bb-" of Nationwide Insurance Company of Florida
(NICOF). NICOF is a wholly owned subsidiary of Nationwide Mutual
Insurance Company (Nationwide Mutual).  Both NICOF and Nationwide
Mutual are domiciled in Columbus, OH, and are members of the
Nationwide Group.

The revised outlook for NICOF reflects the potential for future
favorable rating actions based on further improvement in its risk-
adjusted capitalization.

NICOF's ratings recognize its improved level of risk-adjusted
capitalization when stress tested tempered by the fluctuating
operating performance over the past several years, primarily
driven by the significant hurricane losses of 2004 and 2005.
While the ratings reflect an improved level of capitalization due
to ongoing, coastal reduction initiatives, the ratings also
consider the risk inherent in NICOF's remaining, smaller property
book of business in Florida.


NAVISTAR INT'L: Owl Creek Entities Disclose Equity Stake
--------------------------------------------------------
Owl Creek I, L.P., disclosed that as of May 26, 2010, it may be
deemed to beneficially own 52,200 shares or roughly 0.07% of the
common stock of Navistar International Corporation.  Owl Creek II,
L.P., may be deemed to beneficially own 791,500 or 1.12% of
Navistar shares.  Owl Creek Advisors, LLC, may be deemed to hold
843,700 or 1.19% of Navistar shares.  Owl Creek Asset Management,
L.P., may be deemed to hold 3,015,200 or 4.26% of Navistar shares.
Jeffrey A. Altman may be deemed to hold 3,858,900 or 5.45% of
Navistar shares.

                   About Navistar International

Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

The Company's balance sheet at Jan. 31, 2010, showed total assets
of $9.12 billion and total liabilities of $10.74 billion,
resulting in a stockholders' deficit of $1.62 billion.

                           *     *     *

As reported by the Troubled Company Reporter on March 22, 2010,
Fitch Ratings revised Navistar's and Navistar Financial Corp.'s
Rating Outlooks to Positive from Negative and affirmed the
companies' long-term Issuer Default Ratings at 'BB-'.  The Outlook
revisions are driven by improvement in the financial profile of
NFC following the signing of an operating agreement with GE
Capital and by NAV's financial performance in the past year.
Historically, Fitch had concerns with NFC's funding,
capitalization, and asset quality performance, but they have been
eliminated or reduced with the new agreement with GECC.

According to the TCR on March 11, 2010, Moody's Investors Service
maintained its B1 long-term rating, SGL-2 Speculative Grade
Liquidity rating and stable outlook for Navistar following the
announcement that GE Capital will become the preferred provider of
retail financing in support of Navistar's truck and bus sales in
the US.  Moody's said Navistar's captive finance operation,
Navistar Financial Corporation, should be relieved of the capital
and liquidity burden necessary to support new retail and lease
originations.  In addition, GE Capital's stronger balance sheet
and superior capital market access relative to that of NFC, should
improve the availability of the financing that can be offered to
retail purchasers of Navistar equipment.

According to the TCR on January 28, 2010, Standard & Poor's
Ratings Services said it revised its outlook on Navistar and
related entities to stable from negative and affirmed its 'BB-'


NETWORK COMMUNICATIONS: S&P Downgrades Corp. Credit Rating to 'D'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Lawrenceville, Ga.-based Network Communications Inc. to
'D' from 'CCC' because of the company's failure to make its
interest payment due on June 1, 2010, on its 10.75% senior notes
due 2013.

At the same time, S&P lowered its issue-level ratings on the
company's senior secured debt to 'D' from 'CCC', and the rating on
the company's senior unsecured notes to 'D' from 'CC'.  NCI had
$293.9 million total debt outstanding at Dec. 6, 2009.

"The rating action reflects NCI's failure to make the June 1, 2010
interest payment on its 10.75% senior discount notes," explained
Standard & Poor's credit analyst Jeanne Shoesmith.

The senior secured lenders accelerated all amounts outstanding,
which triggered an event of default under the senior notes
indenture.  The company also announced that it is actively working
with stakeholders to restructure its balance sheet.  S&P believes
that if the company is unable to restructure its debt, it will
need to file for U.S. Chapter 11 bankruptcy protection.

The company's operating performance has been severely affected by
the weak real estate market.  Consolidated revenue and EBITDA were
down 22% and 33%, respectively, for the third fiscal quarter ended
Dec. 6, 2009, largely because of a decline in ad pages at The Real
Estate Book.  TREB, which is dependent on advertising from
residential real estate agents and accounted for 24% of the
company's revenue in the quarter, experienced a 33% revenue
decline because of adverse housing market conditions.  Revenue
declined by 45% at the company's home improvement segment because
of a lack of consumer confidence and the erosion of home equity.
Revenue at the rental and leasing segment has been much more
stable, but declined 2% during the quarter.  The EBITDA margin for
the 12 months ended Dec. 6, 2009, declined to 15.7%, from 19.6% in
the prior-year period.  S&P expects declines in the company's
EBITDA margin to moderate.

Lease-adjusted debt (including $44 million of holding company 12%
pay-in-kind notes) to EBITDA increased to 12.5x for the 12 months
ended Dec. 6, 2009, from 7.5x a year earlier.  EBITDA coverage of
total interest expense was fractional at 0.8x, while EBITDA
coverage of cash interest was slightly better at 1.0x, benefiting
from the absence of cash interest payments on the PIK senior
subordinated notes for the life of the notes.  Discretionary cash
flow for the 12 months ended Dec. 6, 2009, was slightly positive.
S&P expects that discretionary cash flow will likely turn negative
over the intermediate term.  NCI's liquidity is thin and is
derived from minimal cash balances.


NIELSEN COMPANY: Fitch Puts 'B' Issuer Rating on Positive Watch
---------------------------------------------------------------
Fitch Ratings has placed the ratings of Nielsen Company B.V. and
its subsidiaries on Rating Watch Positive:

The Nielsen Company, B.V.

  -- Issuer Default Rating 'B';
  -- Short-term IDR 'B';
  -- Senior unsecured notes (including EMTNs) 'CC/RR6'.

Nielsen Finance LLC and Nielsen Finance Co

  -- IDR 'B';
  -- Short-term IDR 'B';
  -- Senior secured term loan 'BB-/RR2';
  -- Senior secured revolving credit facility 'BB-/RR2';
  -- Senior unsecured notes 'CCC/RR6';
  -- Senior subordinated discount notes 'CC/RR6'.

Fitch's rating actions follow Nielsen's June 3, 2010 filing for an
initial public offering of up to $1.75 billion.  The filing stated
the company's intention to dedicate the proceeds toward debt
reduction.  Fitch believes the IPO will result in leverage in the
mid-5 times range compared to more than 6.5x at March 31, 2010.  A
one notch upgrade of the company's IDR to 'B+' is possible if the
IPO goes through as proposed.

If the IPO is successful, Fitch would potentially modify its
recovery ratings on certain debt instruments depending on the
ultimate capital structure.  Pro forma for the proposed IPO and
the assumption that secured debt would be repaid, the secured debt
issued by Nielsen Finance LLC and Nielsen Finance Co would likely
be upgraded to 'RR1' (91-100% recovery) from 'RR2' (71-90%).
Recovery ratings on the senior unsecured OpCo debt could be
upgraded two notches to 'RR4' (31-50%) from 'RR6' (0-10%).
Subordinated OpCo debt and debt issued by the holding company
(Nielsen) would likely remain 'RR6' (0-10%).

Even absent a successful near-term IPO, Fitch expects that
continued improvement in operating trends over the next 18-24
months could result in positive ratings momentum.  Since the
company was acquired in 2006, new ownership has meaningfully
restructured the organization around key business lines and
aggressively streamlined costs.  Given the contractual and
diversified nature of its revenue stream and the benign
competitive environment for key businesses, Nielsen was much more
resilient during the downturn than other media companies,
exhibiting revenue and EBITDA growth as well as positive free
cashflow through the trough of the downturn.  Going forward Fitch
expects Nielsen will continue to generate meaningful organic
revenue growth and that growth should be able to outpace the U.S.
economy under all foreseeable economic conditions/scenarios.

While Fitch believes Nielsen's core business is sound and
sustainable, the company still faces meaningful refinancing risk
for its debt, a significant portion ($3.3 billion) of which comes
due in 2013.  This risk is mitigated to an extent by the fact the
company has demonstrated access to debt capital several times in
challenging markets, and should be less than 3x leveraged through
the secured bank debt when it comes due.  It is unclear whether
further improvements in the leverage or liquidity profile beyond
the announced IPO and debt reduction would ultimately benefit the
overall credit profile as these enhancements may be exhausted over
time via the refinancing or the more comprehensive exit strategy
which the company's owners may pursue.  As such, ratings upside
beyond 'B+' is dependant on favorable resolution of these issues.

Also, Fitch recognizes the threat of the advertising and media
company consortium that has formed to challenge Nielsen's core
audience measurement business, in which there is currently limited
competition.  This risk is mitigated to an extent by the
significant investment that would be required by any potential
competitors and the meaningful complexity associated with
attempting to replicate Nielsen's offerings.  While increased
competition could result in revenue pressure (lost share),
incremental costs (talent/sales/services) and some free cashflow
pressure (investments in offerings), this risk is accommodated in
the rating.

Fitch believes Nielsen's liquidity is sufficient.  At March 31,
2010, liquidity was composed of $408 million of cash on hand and
$668 million available under the senior secured revolver due in
2012 (net of $20 million letters of credit).  The company returned
to free cash flow generating in 2009 after using cash in 2007 and
2008, the result of higher EBITDA, reduced working capital usage
(approximately $50 million use, versus $200 million use in 2008),
and lower capital expenditures ($282 million, versus $370 million
in 2008).  In the 12 months ended March 31, 2010, Fitch estimates
that the company generated more than $200 million of FCF.  Going
forward, Fitch anticipates capex to remain below $300 million
annually, driven by fewer Local People Meter roll-outs; fewer one-
time, client-specific platform build-outs; and lower investment in
rolling out the company's three-screen strategy globally.  As a
result, Fitch expects the company to continue to generate material
positive FCF and anticipates that it will be dedicated toward debt
repayment, smaller acquisitions, and eventually shareholder
returns.

Book value of total debt at March 31, 2010 was $8.6 billion,
consisting primarily of the $4.6 billion secured term loan
($3.3 billion due 2013 and $1.2 billion due 2016); a $500 million
secured term loan due 2017; approximately $1.4 billion of senior
notes due 2014; and approximately $1.8 billion of senior
subordinates notes and senior notes due 2016.  The company has
been active in managing its near-term maturities, and they are
manageable over the next several years, with only $92 million in
maturities through the rest of 2010 and $60 million in 2011
(predominantly bank amortization).

For a detailed capital structure chart and indenture summary,
please see Fitch's report 'The Nielsen Company B.V.' dated June 4,
2009, or 'Refinancing the Buyout Boom: Select Profiles of
Leveraged Credits' dated Oct. 29, 2009.


NORD RESOURCES: Taps FTI to Assess Refinancing Alternatives
-----------------------------------------------------------
Nord Resources Corporation appointed FTI Consulting to advise on
refinancing structures and strategic alternatives.  The company
also announced that it is exploring the possibility of proceeding
with an application to list its' shares for trading on an
alternative stock exchange.  The Company's shares will continue to
trade in the United States on the OTC Bulletin Board.

Nord announced that it has retained FTI Consulting Inc. to provide
certain strategic consulting services related to potential
restructuring or other transactions including identifying, vetting
and evaluating strategic alternatives, refinancing structures, and
possible business combination transactions involving Nord.

The decision to seek a listing on an alternative stock exchange
follows the receipt of notice from the Toronto Stock Exchange's
Continued Listings Committee that Nord's shares will be delisted
from trading on the TSX effective at the close of the market on
July 2, 2010.  The delay in delisting follows the TSX's standard
practice of providing companies that are to be delisted with a
period during which they can provide the TSX with any further
evidence, including changes in their circumstances, to show they
meet the original listing requirements of the TSX and also to
provide time for proceeding with a listing application for trading
of the shares on another market.

Nord received an exemption from certain shareholder approval
requirements under the rules of the TSX in connection with Nord's
$12 million private placement completed in November 2009, on the
basis of financial hardship.  Reliance on this exemption
automatically triggered a TSX delisting review to confirm that
Nord continues to meet the TSX listing requirements.

Nord intends to continue with its operations in the ordinary
course, as it works with FTI to aggressively pursue opportunities
to refinance and restructure the company.

                       About Nord Resources

Based in Tuczon, Arizona, Nord Resources Corporation
(TSX:NRD/OTCBB:NRDS.OB) -- http://www.nordresources.com/-- is a
copper mining company whose primary asset is the Johnson Camp
Mine, located approximately 65 miles east of Tucson, Arizona.
Nord commenced mining new ore on February 1, 2009.

                           *     *     *

According to the Troubled Company Reporter on May 10, 2010, Nord
Resources Corporation is facing a Thursday deadline to make
payments under a copper hedge agreement and a credit facility with
Nedbank Capital Limited.

In March 2009, Nord agreed with Nedbank to amend and restate its
credit agreement to provide for, among other things, the deferral
of certain principal and interest payments until December 31,
2012, and March 31, 2013.  While Nord made the scheduled principal
and interest payments that were due on September 30 and
December 31, 2009, in the approximate amounts of $2.3 million
each, the Company was unable to make the scheduled principal and
interest payment due on March 31, 2010, in the approximate amount
of $2.2 million.

Nord and Nedbank entered into an unconditional forbearance and
extension agreement dated March 30, 2010, that allowed for a
forbearance period of 21 days to negotiate an amendment to the
credit agreement as it pertains to the March 31, 2010 payment and
other terms therein.  That agreement was then extended to May 13,
2010.


PACIFIC ETHANOL: Shareholders Elect 8 Directors
-----------------------------------------------
Pacific Ethanol Inc.'s shareholders elected eight nominees to
serve as directors for a year:

* William L. Jones
* Neil M. Koehler
* Terry L. Stone
* John L. Prince
* Douglas L. Kieta
* Larry D. Layne
* Michael D. Kandris
* Ryan W. Turner

In addition, these proposals were also approved by shareholders at
the annual meeting on June 3, 2010:

* amendment to the Company's Certificate of Incorporation to
   increase the number of authorized shares of common stock from
   100,000,000 shares to 300,000,000 shares.

* authorize, for purposes of complying with NASDAQ Listing Rule
   5635(d), the Company to issue, in connection with the terms of
   that certain Purchase and Option Agreement dated March 2, 2010
   between Socius CG II, Ltd. and Lyles United, LLC and that
   certain Option/Purchase Agreement dated March 2, 2010 between
   Socius CG II, Ltd. and Lyles Mechanical Co., in excess of that
   number of shares of the Company's common stock equal to 20% of
   the total number of shares of the Company's common stock
   outstanding immediately preceding the first issuance of shares
   of common stock under the terms of the Purchase and Option
   Agreement.

* authorize, for purposes of complying with NASDAQ Listing Rule
   5635(d), the Company to issue, in a financing transaction for
   up to $35,000,000, in excess of that number of shares of the
   Company's common stock equal to 20% of the total number of
   shares of the Company's common stock outstanding immediately
   preceding the closing of the transaction, such transaction to
   occur, if at all, within the six month period commencing on the
   date of the approval of this proposal by the Company's
   stockholders.

* authorize, for purposes of complying with NASDAQ Listing Rule
   5635(d), the Company to issue, in connection with one or more
   capital raising transactions, up to 100,000,000 shares of the
   Company's common stock for aggregate consideration of not more
   than $200,000,000 and at a price or prices not less than 80% of
   the market value of the Company's common stock at the time of
   issuance, such transaction or transactions to occur, if at all,
   within the six month period commencing on the date of the
   approval of this proposal by the Company's stockholders, and
   upon such other terms and conditions as the Company's Board of
   Directors shall deem to be in the best interests of the Company
   and its stockholders.

* ratify the appointment of Hein & Associates LLP as the
   Company's independent registered public accounting firm for the
   year ending December 31, 2010.

                      About Pacific Ethanol

Sacramento, Calif.-based Pacific Ethanol, Inc. (NASDAQ GM: PEIX) -
- http://www.ethanol.net/-- produces and sells ethanol and its
co-products in the western United States, primarily in California,
Nevada, Arizona, Oregon, Colorado, Idaho, and Washington.

On May 17, 2009, five indirect wholly-owned subsidiaries of the
Company each filed voluntary petitions for relief under Chapter 11
of the Bankruptcy Code.  These subsidiaries are: Pacific Ethanol
Holding Co. LLC; Pacific Ethanol Madera LLC; Pacific Ethanol
Columbia, LLC; Pacific Ethanol Stockton, LLC; and Pacific Ethanol
Magic Valley, LLC.  The cases are consolidated (for procedural
purposes only) and are jointly administered under Case No. 09-
11713.

Judge Kevin Gross handles the case.  Attorneys at Cooley Godward
Kronish LLP represent the Debtors as counsel.  Attorneys at Potter
Anderson & Corroon LLP are co-counsel.  Epiq Bankruptcy Solutions
LLC is the claims agent.  Pacific Ethanol Holding disclosed
$50 million to $100 million in assets and $100 million to
$500 million in debts in its petition.

Neither Pacific Ethanol, Inc., as the parent company, nor any of
its other direct or indirect subsidiaries, including Kinergy
Marketing LLC and Pacific Ag. Products, LLC, have filed petitions
for relief under the Bankruptcy Code.


PAETEC HOLDING: Delays Exchange Offer for 8-7/8% Notes
------------------------------------------------------
PAETEC Holding Corp. has delayed an offer to exchange up to
$300,000,000 of 8-7/8% Senior Secured Notes due 2017, which have
been registered under the Securities Act of 1933, for any and all
outstanding 8-7/8% Senior Secured Notes due 2017, which have not
been registered under the Securities Act of 1933.  The original
notes were issued on January 12, 2010.

The exchange offer will expire at 5:00 p.m., New York City time,
on [___________], 2010, unless extended by the Company.

The exchange of outstanding original notes for exchange notes
pursuant to the exchange offer generally will not be a taxable
event for U.S. federal income tax purposes.

The Company will not receive any proceeds from the exchange offer.

The terms of the exchange notes will be substantially identical to
the terms of the original notes, except that the exchange notes
are registered under the Securities Act, and the transfer
restrictions, registration rights and related additional interest
terms applicable to the original notes will not apply to the
exchange notes.

The exchange notes will mature on June 30, 2017.  The Company will
pay interest on the exchange notes semi-annually on June 30 and
December 31 of each year.

The exchange notes will be guaranteed on a senior secured basis by
each of the Company's domestic restricted subsidiaries in
existence on the issue date of the original notes and by all of
the Company's domestic restricted subsidiaries thereafter, other
than certain excluded subsidiaries.  The exchange notes and the
guarantees will be secured on a first-priority basis, equally and
ratably with the Company's senior secured credit facilities and
any future pari passu secured obligations, subject to permitted
liens, by substantially all of the Company's assets.

The exchange notes will be treated as a single series with the
$350,000,000 principal amount of 8-7/8% Senior Secured Notes due
2017, the Company issued on November 3, 2009.

The Company does not intend to list the exchange notes on any
securities exchange.

A full-text copy of the prospectus filed on May 27, 2010, is
available at no charge at http://ResearchArchives.com/t/s?6469

                    About PAETEC Holding

PAETEC Holding Corp., through its subsidiaries, provides
integrated communications services, including local and long
distance voice, data, and broadband Internet access services,
primarily to business and institutional customers.  On February 8,
2008, PAETEC Holding completed its combination by merger with
McLeodUSA Incorporated, which became a wholly owned subsidiary of
PAETEC Holding upon completion of the merger.

The Company's balance sheet at March 31, 2010, showed $1.4 billion
in total assets and $1.2 billion in total liabilities, for a total
stockholders' equity of $191.9 million.

Effective on June 1, 2009, the Company entered into a Second
Amendment and Waiver to its Credit Agreement with its lenders
which amends the Credit Agreement, dated as of February 28, 2007,
and amended as of June 27, 2007.  The Amendment grants the Company
the right, at its option and subject to specified conditions,
voluntarily to prepay term loans outstanding under its term loan
facilities at any time and from time to time during a period
beginning on the effective date of the Amendment and ending 18
months after such effective date.  The total cash payments to be
made by the Company in connection with such voluntary prepayments
may not exceed $100,000,000, excluding amounts applied to the
payment of accrued and unpaid interest and fees.

The Amendment also modifies some of the restrictive covenants in
the Credit Agreement primarily to permit the Company to issue
senior secured notes and to allow the Company and its subsidiaries
to incur indebtedness and related obligations under such notes if
specified conditions are satisfied.

                        *     *     *

As reported by the Troubled Company Reporter on June 18, 2009,
Standard & Poor's Ratings Services assigned PAETEC Holding's
proposed senior secured notes due 2017 an issue-level rating of
'B' (the same as the corporate credit rating) with a recovery
rating of '3', indicating expectations for meaningful (50%-70%)
recovery in the event of payment default.  At the same time, S&P
affirmed all other ratings on PAETEC, including the 'B' corporate
credit rating.  The outlook is stable.

Moody's Investors Service assigned a B1 rating to the senior
secured note issuance.  Moody's affirmed all other ratings,
including the SGL-1 liquidity rating.  The rating outlook remains
stable.


PALM INC: Shareholders' Meeting on Merger Set for June 25
---------------------------------------------------------
Palm Inc. will hold a special meeting of stockholders to be held
at 9:00 a.m., local time, on June 25, 2010, at the offices of
Palm, Inc. at 950 W. Maude Avenue, in Sunnyvale, California.  At
the special meeting, stockholders will be asked to consider and
vote upon a proposal to adopt the merger agreement entered into on
April 28, 2010, pursuant to which Palm would be acquired by a
wholly owned subsidiary of Hewlett-Packard Company.  The Board of
Directors of Palm has unanimously approved the merger agreement.

If the merger contemplated by the merger agreement is completed:

     -- the holders of Palm common stock will receive $5.70 in
        cash, without interest and less applicable withholding
        tax, for each share of Palm common stock that they own
        immediately prior to the effective time of the merger,
        unless they exercise and perfect their appraisal rights
        under the Delaware General Corporation Law;

     -- the holders of Palm's Series B Preferred Stock will
        receive $1,010.00 in cash, without interest and less
        applicable withholding tax, for each share of Palm's
        Series B Preferred Stock that they own immediately prior
        to the effective time of the merger, unless they exercise
        and perfect their appraisal rights under the DGCL.  The
        per share consideration for Palm's Series B Preferred
        Stock represents 101% of the $1,000.00 regular liquidation
        preference of each share of Series B Preferred Stock, as
        provided pursuant to the terms of Palm's Series B
        Certificate of Designation, as amended; and

     -- the holders of Palm's Series C Preferred Stock will
        receive $1,753.85 in cash, without interest and less
        applicable withholding tax, for each share of Series C
        Preferred Stock that they own immediately prior to the
        effective time of the merger, unless they exercise and
        perfect their appraisal rights under the DGCL.  The per
        share consideration for the Series C Preferred Stock
        represents the common-stock-equivalent consideration for
        each share of Series C Preferred Stock.

A full-text copy of the proxy statement is available at no charge
at http://ResearchArchives.com/t/s?646a

Palm Chairman and CEO Jon Rubinstein told employees in an e-mail
dated May 20, 2010, an integration planning process is in place
with participation from representatives across multiple groups
from HP and Palm, led by Dave Vadasz and his counterpart at HP.
This process includes several teams, identified by function or
topic.  The list of teams and their Palm leaders can be found on
Palm Central here http://central/news/Pages/merger.aspx

Todd Bradley and Mr. Rubinstein lead the steering committee.

                      About Palm Inc.

Sunnyvale, California-based Palm, Inc. (NASDAQ: PALM) creates
intuitive and powerful mobile experiences that enable consumers
and businesses to connect to their information in more useful and
usable ways.  Palm products are sold through select Internet,
retail, reseller and wireless operator channels, and at the Palm
online store at http://www.palm.com/store

At February 28, 2010, Palm had total assets of $1,007,237,000
against total current liabilities of $601,133,000; long-term debt
of $387,000,000; non-current deferred revenues of $19,001,000;
non-current tax liabilities of $6,286,000; Series B redeemable
convertible preferred stock of $272,961,000; and Series C
redeemable convertible preferred stock of $18,782,000; resulting
in stockholders' deficit of $297,926,000.  At May 31, 2009,
stockholders' deficit was $406,568,000.

                         *     *     *

As reported by the Troubled Company Reporter on March 5, 2010,
Standard & Poor's Ratings Services affirmed its 'CCC+' corporate
credit rating and other ratings on Palm Inc. and revised the
ratings outlook to negative from positive.  "The action reflects
the company's announcement that revenues in the February 2010
quarter and fiscal year ending May 2010 will be well below earlier
expectations," said Standard & Poor's credit analyst Bruce Hyman.


PATIENT SAFETY: Inks Indemnification Agreement with Directors
-------------------------------------------------------------
Patient Safety Technologies Inc. and each of its current
directors and executive officers have agreed to enter into an
indemnification agreement effective as of June 1, 2010.  A full-
text copy of the form of the indemnification agreements is
available for free at http://ResearchArchives.com/t/s?646c

                 About Patient Safety Technologies

Patient Safety Technologies, Inc. (OTC: PSTX) --
http://www.surgicountmedical.com/-- through its wholly owned
operating subsidiary SurgiCount Medical, Inc., provides the
Safety-Sponge(TM) System, a system designed to improve the
standard of patient care and reduce health care costs by
preventing the occurrence of surgical sponges and other retained
foreign objects from being left inside patients after surgery.
RFOs are among one of the most common surgical errors.

                           *     *     *

In its March 31, 2010 report, Squar, Milner, Peterson, Miranda &
Williamson, LLP, in San Diego, California, noted that the
Company's significant recurring net losses through December 31,
2009, and significant working capital deficit as of December 31,
2009, raise substantial doubt about the Company's ability to
continue as a going concern.

The Company's balance sheet at March 31, 2010, showed
$10.1 million in total assets and $15.3 million in total
liabilities, for a $5.1 million total stockholders' deficit.


PEARVILLE LP: Asks for Court's Nod to Use Cash Collateral
---------------------------------------------------------
Pearville, L.P., seeks authority from the U.S. Bankruptcy Court
for the Southern District of Texas to use the cash collateral
securing its obligation to its prepetition lenders.

The Debtor has two pre-petition secured lenders: the International
Bank of Commerce (IBC) and Paul J.A. Van Hessen.  At certain
points over the past three months, IBC has notified and directed
the tenants of the Debtor's Shopping Center1 to remit all rental
payments directly to IBC.

Thomas H. Grace, Esq., at Spencer Crain Cubbage Healy & MCNamara,
pllc, the attorney for the Debtor, explains that the Debtor needs
the money to fund its Chapter 11 case, pay suppliers and other
parties.  The Debtor will use the collateral pursuant to a budget,
a copy of which is available for free at:

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

In exchange for using the cash collateral, the Debtor proposes to
grant the Secured Lenders replacement liens on post-petition
assets, having the same respective priority as their prepetition
liens.  IBC will have a first-priority security interest in and
lien on the post-petition collateral and in the accounts and all
funds therein to secure payment of all post-petition obligations.
Van Hessen will have a second-priority security interest in and
lien on the post-petition collateral and in the accounts and all
funds therein to secure payment of all post-petition obligations.

Houston, Texas-based Pearville, L.P., filed for Chapter 11
bankruptcy protection on May 14, 2010 (Bankr. S.D. Texas Case No.
10-34074).  Thomas H. Grace, Esq., at Spencer Crain Cubbage Healy
& McNamara, assists the Company in its restructuring effort.  The
Company listed $10,000,001 to $50,000,000 in assets and $1,000,001
to $10,000,000 in liabilities.


PENN TRAFFIC: Creditors Seek to Employ WDC as Winddown Officer
--------------------------------------------------------------
BankruptcyData.com reports that the Official Committee of
Unsecured Creditors for Penn Traffic filed with the U.S.
Bankruptcy Court a motion seeking to retain and employ WDC
Solutions, Ltd. (Contact: Susan D. Watson) as Winddown Officer for
a monthly fee of $50,000 through the confirmation date, a post-
confirmation monthly fee of $40,000 for the first six months after
confirmation and $20,000 per month thereafter.   A hearing is
scheduled for June 24, 2010, on the matter.

Syracuse, New York-based The Penn Traffic Company -- dba P&C
Foods, Bi-Lo Foods, and Quality Markets -- operates supermarkets
in Pennsylvania, upstate New York, Vermont, and New Hampshire
under the Bilo, P&C and Quality trade names.  The Company filed
for Chapter 11 bankruptcy protection on November 18, 2009 (Bankr.
D. Del. Case No. 09-14078).  Ann C. Cordo, Esq., and Gregory W.
Werkheiser, Esq., at Morris, Nichols, Arsht & Tunnell assist the
Company in its restructuring effort.  Donlin Recano is the
Company's claims agent.  The Company listed $150,347,730 in assets
and $136,874,394 in liabilities as of May 4, 2009.

These affiliates also filed separate Chapter 11 petitions: Sunrise
Properties, Inc.; Pennway Express, Inc.; Penny Curtiss Baking
Company, Inc.; Big M Supermarkets, Inc.; Commander Foods Inc.; P
and C Food Markets, Inc. of Vermont; and P.T. Development, LLC.


POINT BLANK: U.S. Trustee Objects to Key Employee Incentive Plan
----------------------------------------------------------------
BankruptcyData.com reports that the U.S. Trustee is objecting to
Point Blank Solutions' request to implement a key employee
incentive plan.  According to the U.S. Trustee, the motion does
not prove that payments under the Incentive Plan are not retention
payments to "insiders" nor does it disclose the amounts to be paid
to individuals.

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

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


RED ROCKET: Has Interim Nod for DIP Loan from C&A Pyro
------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Missouri, in
an interim order, authorized Red Rocket Fireworks, Inc., to obtain
loan from C&A Pyro, LLC of up to $480,000 in the aggregate.

A hearing to consider final approval of the DIP loan will be held
on June 17, 2010, at 2:30 p.m. at the U.S. Bankruptcy Court,
Southern Division, 222 John Q. Hammons Parkway, Springfield,
Missouri, via video conference.  Objections, if any, are due on
June 13, 2010.

The Debtor will use the money from C&A Pyro to finance the
upcoming July 4 sales season.  The Debtor was only able to incur
limited unsecured credit terms for the shipment of inventory.  The
related that the amount of inventory it purchased is insufficient
for the July 4 season.

Pursuant to the DIP Line, the Debtor:

   -- will be allowed to sell C&A's inventory;

   -- will remit 80% of its retail sales to C&A;

   -- will repay the DIP Line from the C&A's proceeds until it is
      repaid in full;

   -- interest will accrue on the DIP Line at 9% per annum;

Under the agreement, wholesale sales will be made on a 90/10%
split between C&A and Debtor.  C&A will provide additional
inventory as may be needed only as agreed mutually between the
parties.

The DIP Line will be secured with C&A will maintaining its
existing liens, and be given a replacement lien to the extent of
any product that's consigned and its proceeds, products, or
profits.

The Debtor will deposit all revenues from sales in specific
accounts, paying therefrom expenses incurred at satellite sales
sites, and then transfer funds in excess of the amount to maintain
operations to its main bank account at First Citizens Bank in
South Carolina.  The Debtor will use its existing tax and sales
escrow accounts at said bank.  The Debtor will transfer
consignment funds to an account C&A has established in South
Carolina.

                     About Red Rocket Fireworks

Rock Hill, South Carolina-based Red Rocket Fireworks, Inc., filed
for Chapter 11 bankruptcy protection on December 11, 2009 (Bankr.
W.D. Mo. Case No. 09-62800).  Raymond I. Plaster, Esq., who has an
office in Springfield, Missouri, assists 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.


REDWINE RESOURCES: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Redwine Resources, Inc.
        8214 Westchester Drive
        Suite 740
        Dallas, TX 75225
        Tel: (214) 691-5800

Bankruptcy Case No.: 10-34041

Chapter 11 Petition Date: June 4, 2010

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Debtor's Counsel: Michael R. Rochelle, Esq.
                  Rochelle McCullough LLP
                  325 N. St. Paul St. Ste. 4500
                  Dallas, TX 75201
                  Tel: (214) 953-0182
                  Fax: (214) 953-0185
                  E-mail: doler@romclawyers.com

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

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

The petition was signed by Gary W. Redwine, company's president.

Debtor's List of 20 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Bank of America                                  $42,304,522
901 Main Street
Dallas, TX 75202

Royalties in Suspense                            $2,292,879

County of Montrose Colorado                      $200,000

Bank of America                                  $148,200

Winn Explorations Company,                       $131,950
Inc.

Dale Resources, Rockies,                         $71,941
LLC

FTI Consulting                                   $62,594

Samson Resources                                 $60,710

Mewbourne Oil Company                            $29,611

Great Western Drilling Co.                       $24,657

Kyle Thompson                                    $19,615

Pioneer Oil Company                              $16,200

Spero, Inc.                                      $15,861

J.W. Blair, Inc.                                 $7,950

NTD Manifest JV                                  $7,735

Oilman's Pump and Supply                         $4,777

Citadel Oil & Gas Company                        $4,363

Oklahoma Tax Commission                          $4,065

Western Archaeological                           $3,608
Services, Inc.

Stigler Milling Company                          $2,943


RIVER ROAD: Court to Consider Auction of InterContinental Today
---------------------------------------------------------------
Kristina Doss at Dow Jones Daily Bankruptcy Review reports the
Bankruptcy Court in Chicago will consider today whether to allow
River Road Hotel Partners LLC's InterContinental Hotel Chicago
O'Hare to be sold at auction.

Ms. Doss reports that River Road Hotel said O'Hare River &
Technology Hotel LLC has offered to kick off the bidding at
auction with its $42 million offer.  The Debtor proposes to
reimburse O'Hare River & Technology Hotel for up to $250,000 in
expenses if it's the successful bidder.  The Debtor proposes to
pay the lead bidder get $1.26 million if it loses at auction.

According to Ms. Doss, citing court papers, O'Hare River &
Technology Hotel is an entity expected to be comprised of Och-Ziff
Real Estate Acquisitions LP, Blue Vista Capital Partners and Harp
Group Inc.  Harp's principal and sole shareholder, Peter G. Dumon,
is one of River Road Hotel's principals and decision makers.

Ms. Doss reports River Road Hotel has proposed using proceeds from
the sale to pay administrative expenses, liens against its
property and loans used to build the hotel.  The Debtor owes more
than $130 million under a loan used to help develop the hotel and
owes more than $10 million under a loan used to build an addition
to the hotel consisting of ballrooms and meeting rooms.

                 About River Road Hotel and RadLAX

River Road Hotel Partners LLC is the owner of the InterContinental
Chicago O'Hare airport hotel.  Affiliate RadLAX Gateway Hotel LLC
owns the Radisson hotel at Los Angeles International Airport.
Both are ultimately controlled owned by Harp Group.

River Road and RadLAX filed Chapter 11 in Chicago in August 2009
(Bankr. N.D. Ill. Case No. 09-30029).  Based in Oak Brook,
Illinois, River Road listed assets of as much as $100 million and
debt of as much as $500 million.


SAINT VINCENTS: PC Ombudsman Wins Nod for Neubert as Counsel
------------------------------------------------------------
Daniel T. McMurray, the patient care ombudsman appointed in the
Chapter 11 case of Saint Vincents Catholic Medical Centers of New
York and its debtor affiliates, obtained the Court's authority to
retain Neubert, Pepe & Monteith, P.C., as his counsel nunc pro
tunc to April 16, 2010.

Mr. McMurray has selected Neubert Pepe because its attorneys have
substantial experience with complex reorganization cases and
health care cases.

Neubert Pepe will:

  (a) represent Mr. McMurray in any proceeding or hearing in the
      Bankruptcy Court, and in any action in other courts where
      the rights of the patients generally may be litigated or
      affected as a result of the Case;

  (b) represent and advise Mr. McMurray in connection with
      gaining access to patient records in accordance with
      Section 333 of the Bankruptcy Code and other relevant law
      to the extent applicable;

  (c) advice Mr. McMurray concerning the requirements of the
      Bankruptcy Code and Bankruptcy Rules and the requirements
      of the Office of the U.S. Trustee relating to the
      discharge of his duties under Section 333;

  (d) advise and represent Mr. McMurray concerning the effect on
      patients of a potential reorganization, sale of the
      Debtors' assets or closing of the Debtors' programs or
      facilities; and

  (e) perform other legal services as may be required under the
      circumstances of the Case in accordance with Mr.
      McMurray's powers and duties as set forth in the
      Bankruptcy Code.

The Debtors will pay the firm's professionals up to $400 per hour.
The Debtors will also reimburse the firm for its expenses.

Mark I. Fishman, Esq., Neubert, Pepe & Monteith, P.C., in New York
-- MFishman@npmlaw.com -- Card assures the Court that his firm
does not hold or represent any interest adverse to the Debtors or
their Chapter 11 estates, their creditors, or any other party-in-
interest and 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: Wins Nod of Stipulation with Aptium and BIMC
------------------------------------------------------------
St. Vincents Catholic Medical Centers and its units won the
Court's approval of their stipulation with Aptium W. New York,
Inc. and Beth Israel Medical Center, which stipulation authorizes
them to perform all acts and consummate all transactions
including:

  (a) transferring to BIMC their interests in the cancer care
      center located at 111 Eight Avenue, New York free and
      clear of all liens, claims and encumbrances;

  (b) consensually terminating their agreements with Aptium and
      settling related claims;

  (c) entering into new agreements with Aptium and BIMC; and

  (d) authorizing the payment of the investment bankers'
      transaction fee.

Adam C. Rogoff, Esq., at Kramer Levin Naftalis & Frankel LLP, in
New York, relates that one of the urgent matters commanding the
Debtors' attention is the orderly transfer of the Hospital's
various outpatient clinics and programs.

Mr. Rogoff maintains that the Motion is precipitated by the
pressing need to facilitate the transfer of the Debtors' interests
in the Cancer Center to BIMC so that vital, life-saving treatments
continue to be provided to the Debtors' existing cancer patients
and to the Community at large.  In furtherance of this goal, the
Debtors seek Court approval of a Stipulation and Order that (i)
consensually terminates the Debtors' agreements with the current
Cancer Center operator, Aptium, so that Aptium can enter into new
agreements with BIMC to operate the cancer care facility; (ii)
resolves certain pre-petition and post-petition claims owed by the
Debtors to Aptium; and (iii) authorizes the entry of new
agreements with BIMC and Aptium to facilitate the foregoing
transactions.

Mr. Rogoff asserts that the termination agreement with Aptium
avoids the potential rejection of the existing agreements,
avoiding a potentially sizable claim for rejection damages.  He
tells the Court that in consideration for facilitating the
transfer of the Debtors' interests in the Cancer Center's
operations, BIMC will pay the Debtors $5 million.

The Department of Health has indicated that it will issue
emergency approval of BIMC's "Certificate of Need" application for
authority to provide cancer care services.

                        The Cancer Center

The Cancer Center is a comprehensive outpatient cancer facility
affiliated with the Hospital that provides cancer care, diagnosis,
treatment and recovery, as well as counseling, nutrition,
therapeutic and educational services. The Cancer Center's
professionals include physicians and nurses trained in medical
oncology, hematology, radiation oncology, surgical oncology,
diagnostic radiology, psychiatry, and pathology.  As of the
Petition Date, approximately twenty-six physicians were employed
at the Cancer Center.

As a diagnostic and treatment center, the owner and operator of
the Cancer Center is required to be licensed pursuant to
regulations promulgated by the DOH.  Prior to the Petition Date,
the Debtors entered into a number of agreements with a well known
cancer center operator, Aptium, to create a cancer treatment
center whereby SVCMC supplied the necessary regulatory credentials
and clinical staff, while Aptium provided, to the extent permitted
by law, the development, consulting, administrative and other
services to SVCMC with respect to the
operation of the Cancer Center. Aptium provides the aforementioned
services pursuant to these agreements:

  (1) Second Amended and Restated Consulting and Administrative
      Services Agreement effective as of April 11, 1996;

  (2) Sublease Agreement dated as of January 27, 1997, pursuant
      to which SVCMC agreed to sublease from Aptium the space at
      which the Cancer Center is located;

  (3) Development Agreement dated as of April 11, 1996, between
      SVCMC and Aptium;

  (4) Approvals Agreement dated as of April 11, 1996, between
      SVCMC and Aptium;

  (5) Network/Salicknet Agreement dated as of April 11, 1996,
      between SVCMC and Aptium;

  (6) Amended and Restated Implementation Agreement dated as of
      August 30, 2007;

  (7) Aptium/GE Intercreditor Agreement dated as of August 30,
      2007;

  (8) Blocked Account Agreement dated as of September 18, 2007;
      and

  (9) Forbearance Agreement, dated as of February 16, 2010.

Pursuant to the Aptium Agreement, the Debtors agree, among others:

  (a) to consensually terminate the Prepetition Documents;

  (b) that the Security Documents, and any other of the
      Prepetition Documents under which Aptium's first priority
      duly perfected security interest in and to the Cancer
      Center Receivables and Program Revenue arises, will each
      remain in full force and effect solely with respect to,
      and to the extent necessary to preserve Aptium's security
      interest in those Cancer Center Receivables and Program
      Revenue, and those agreements will be terminated only at
      that time all Cancer Center Receivables and Program
      Revenue have been fully collected; and

  (c) any obligations due from the Debtors to Aptium for
      services rendered prior to Transition Date will be
      recovered solely from the Program Revenue.

The Debtors also seek to use the proceeds of the transfer to pay
the fees of their investment banker, Cain Brothers & Company.

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

         About Saint Vincents Catholic Medical Centers

St. Vincents Catholic Medical Centers returned to bankruptcy court
by filing another Chapter 11 petition April 14, 2010, in New York
(Bankr. S.D.N.Y. Case No. 10-11963).  The new petition listed
assets of $348 million against debt totaling $1.09 billion.

Adam C. Rogoff, Esq., and Kenneth H. Eckstein, Esq., at Kramer
Levin Naftalis & Frankel LLP, represent the Debtor in its Chapter
11 effort.

Although the hospitals emerged from the prior reorganization in
July 2007 with a Chapter 11 plan said to have a "a realistic
chance" of paying all creditors in full, the bankruptcy left the
medical center with more than $1 billion in debt.  The new filing
occurred after a $64 million operating loss in 2009 and the last
potential buyer terminated discussions for taking over the
flagship hospital.

Saint Vincents Catholic Medical Centers -- http://www.svcmc.org/-
- is anchored by St. Vincent's Hospital Manhattan, an academic
medical center located in Greenwich Village and the only emergency
room on the Westside of Manhattan from Midtown to Tribeca, St.
Vincent's Westchester, a behavioral health hospital in Westchester
County, and continuing care services that include two skilled
nursing facilities in Brooklyn, another on Staten Island, a
hospice, and a home health agency serving the Metropolitan New
York area.

Saint Vincent Catholic Medical Centers of New York and six of its
affiliates first filed for Chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).


SAMSONITE CORP: Unit Asks Court to Close Chapter 11 Case
--------------------------------------------------------
Bankruptcy Law360 reports that Samsonite Corp.'s U.S. retail
division Samsonite Company Stores LLC has asked a bankruptcy court
to close its Chapter 11 case, saying that the few remaining
unliquidated claims don't warrant keeping the case open.

Mansfield, Mass.-based Samsonite Company Stores filed a motion for
the entry of a final decree closing its Chapter 11 case in the
U.S. Bankruptcy Court for the District of Delaware, according to
Law360.

Samsonite Corp. is the worldwide leader in superior travel bags,
luggage and accessories, combining notable style with the latest
design technology and the utmost attention to quality and
durability.  In 2006 and 2007, the Company had sales of
$1.1 billion and $1.2 billion, respectively.

Offering superior travel bags, luggage and accessories, under the
Samsonite, Samsonite Black Label, and American Tourister brands,
Samsonite Company Stores LLC operates full-price and outlet stores
in 38 states across the U.S.  The Company is a wholly-owned
subsidiary of Samsonite Corporation.

As of July 31, 2009, Samsonite Company Stores leased 173 retail
stores in the United States located in 38 states. It employs
approximately 650 people and had sales of $112 million and
$108.1 million in 2007 and 2008, respectively.  As of July 31,
2009, it had $233 million in total assets and $1.5 billion in
total liabilities.

Samsonite Company Stores filed for Chapter 11 on September 2, 2009
(Bankr. D. Del. Case No. 09-13102).  Attorneys at Young Conaway
Stargat & Taylor LLP and Paul, Wess, Rifkin, Wharton & Garrison
LLP serve as bankruptcy counsel to the Debtor.  Hilco Merchant
Resources LLC is liquidation agent.  Epiq Bankruptcy Solutions LLC
serves as claims and notice agent.

U.S. Bankruptcy Judge Peter Walsh has confirmed a reorganization
plan for Samsonite Company Stores.  All creditors and interest
holders are to recover 100% of their claims or interests.


SEDONA DEV'T: Files List of 20 Largest Unsecured Creditors
----------------------------------------------------------
Sedona Development Partners, LLC, filed with the U.S. Bankruptcy
Court for the District of Arizona a list of its 20 largest
unsecured creditors, disclosing:

   Entity                                           Claim Amount
   ------                                           ------------
Fennemore Craig
3003 N. Central Avenue
Suite 2600
Phoenix, AZ 85012-2913                                $251,696

Ballard Spahr Andrews & Ingersoll                      $44,788

Burch And Cracchiolo P.A.                              $49,902

Chalpin & Tom, Ltd.                                    $14,274

Cities West Publishing Inc.                            $23,365

Cramer-Krasselt                                       $419,402

David Johnson Creative Svc. Inc.                      $177,507

Duane Miller                                           $20,000

Georgia Frontiere                                      $60,000

Goldstein Golub Kessler LLP
Rsm Mcgladrey Inc.
1185 Avenue Of The Americas
New York, NY 10036                                    $109,800

Hack Holeman                                           $20,000

Larson Allen
1201 S. Alma School Road
Suite 14000
Mesa, AZ 85210                                        $100,494

Peterson Architecture                                  $67,155

Schaller Construction Co., Inc.                       $ 70,013

Serving The Nation                                     $22,000

Seven Canyons Road Assoc.                              $38,508

Seven Canyons Villa Assoc.                             $86,475

Sundt Construction                                     $96,984

The Rachel P. Lunt Family Trust                        $69,754

Tom Weiskopf                                           $70,000

Sedona, Arizona-based Sedona Development Partners, LLC, filed for
Chapter 11 bankruptcy protection on May 27, 2010 (Bankr. D. Ariz.
Case No. 10-16711).  Philip R. Rudd, Esq., at Polsinelli Shughart
PC, 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.


SEDONA DEV'T: Section 341(a) Meeting Scheduled for July 19
----------------------------------------------------------
The U.S. Trustee for Region 14 will convene a meeting of Sedona
Development Partners, LLC's creditors on July 19, 2010, at
11:00 p.m.  The meeting will be held at the U.S. Trustee Meeting
Room, City Council Chambers, 201 South Cortez, Prescott, AZ.

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

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

Sedona, Arizona-based Sedona Development Partners, LLC, filed for
Chapter 11 bankruptcy protection on May 27, 2010 (Bankr. D. Ariz.
Case No. 10-16711).  Philip R. Rudd, Esq., at Polsinelli Shughart
PC, 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.


SEDONA DEV'T: Taps Polsinelli Shughart as Bankruptcy Counsel
------------------------------------------------------------
Sedona Development Partners, LLC, and The Club At Seven Canyons,
LLC, have asked for authorization the U.S. Bankruptcy Court for
the District of Arizona to employ Polsinelli Shughart PC as
bankruptcy counsel.

Polsinelli Shughart will, among other things:

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

     b. advise the Debtors of their rights, duties, and
        obligations under Chapter 11 of the Bankruptcy Code;

     c. take any and all other necessary action incident to the
        proper preservation and administration of the Chapter 11
        estates; and

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

Philip R. Rudd, Esq., an attorney at Polsinelli Shughart, says
that the firm will be paid based on the hourly rates of its
personnel:

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

Mr. Rudd assures the Court that Polsinelli Shughart the firm is
disinterested as that term is defined in Section 101(14) of the
Bankruptcy Code.

Sedona, Arizona-based Sedona Development Partners, LLC, filed for
Chapter 11 bankruptcy protection on May 27, 2010 (Bankr. D. Ariz.
Case No. 10-16711).  The Company listed $10,000,001 to $50,000,000
in assets and $50,000,001 to $100,000,000 in liabilities.


SEMINOLE HARD ROCK: Moody's Reviews 'B1' Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service placed Seminole Hard Rock Entertainment,
Inc.'s B1 Corporate Family and Probability of Default ratings on
review for possible downgrade along with the company's B1 senior
secured note rating.

This rating action follows Moody's decision to place the ratings
of the Seminole Tribe of Florida on review for possible downgrade.
SHRE is a wholly owned subsidiary of the Tribe.

The Tribe received a Notice of Violation from the National Indian
Gaming Commission alleging that it is in violation of certain
provisions of the Indian Gaming Regulatory Act, NIGC regulations,
and the Tribe's gaming ordinance because it used net revenue
realized from its gaming operations for purposes other than those
permitted by the foregoing.

While there is no contractual obligation for the Tribe to support
SHRE, there is some positive ratings support given to the Tribe's
financial strength and the strategic nature of SHRE to the Tribe's
own operations.  Additionally, of the Tribe's seven gaming and
resort facilities in Florida, two are Hard Rock branded casinos,
which account for a majority of SHRE's casino revenue.  Given the
operational and financial relationship between the Tribe and SHRE,
any downgrade of the Tribe's ratings could also result in a
downgrade of SHRE's ratings.

The NIGC has requested that the Tribe take certain measures to
correct the alleged violations within 60 days of the date of the
NOV.  Failure to resolve this issue could cause the NIGC to impose
monetary penalties in an amount up to $25,000 per violation per
day for any continuing violation, and could include temporary or
permanent closure of one of the Tribe's gaming facilities.

Ratings placed on review for possible downgrade:

  -- B1 Corporate Family Rating
  -- B1 Probability of Default rating
  -- B1 Senior secured note rating due 2014

The previous rating action for SHRE occurred on December 4, 2008
when Moody's changed the company's rating outlook to negative from
stable and affirmed its existing ratings.

Seminole Hard Rock Entertainment, Inc., is an owner-operator and
franchisor of Hard Rock cafes, hotels and casinos throughout the
world.  The company is a wholly-owned subsidiary of the Seminole
Tribe of Florida and generates annual revenues of approximately
$550 million.


SLAM MARKETING: Case Summary & Largest Unsecured Creditor
---------------------------------------------------------
Debtor: Slam Marketing, LLC
        2180 SW 71 Terrace
        Davie, FL 33317

Bankruptcy Case No.: 10-25821

Chapter 11 Petition Date: June 4, 2010

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

Judge: Raymond B. Ray

Debtor's Counsel: Mark A Levy, Esq.
                  200 E Las Olas Blvd #1900
                  Ft. Lauderdale, FL 33301
                  Tel: (954) 522-2200
                  E-mail: mark.levy@brinkleymorgan.com

Estimated Assets: $0 to $50,000

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

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

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Israel Discount Bank of                          $2,620,000
New York
18851 NW 29 Avenue
Aventura, FL 33180

The petition was signed by Alan Akouka, company's president/CEO.


SMURFIT-STONE: 200 Hollister Wants to File Late Proof of Claim
--------------------------------------------------------------
200 Hollister Associates LLC asks the Court for authority to file
a late proof of claim aggregating $1,142,390 comprised of:
(i) $67,000 for prepetition rent obligations; (ii) $1,064,000 for
lease rejection damages; and (iii) $11,390 for environmental
testing and remediation costs.

Kathleen M. Miller, Esq., at Smith Katzenstein & Furlow LLP, in
Wilmington, Delaware, relates that prior to the Petition Date,
Hollister and the Debtors entered into a lease for a property
located at 200 Hollister Road, in Teterboro, New Jersey.  She
notes that the term of the Lease was to expire on July 19, 2010.

The Parties subsequently agreed to an early termination of the
Lease after the Debtors comply with an obligation to restore the
Property to the condition as it existed at the time of the
commencement of the Lease, including environmental testing and
remediation required by the New Jersey Department of
Environmental Protection.  They also agreed that the Debtors
would pay Hollister an early termination fee equal to $1,016,123.

The Debtors completed most of the restoration work but some
restoration obligations remain outstanding, Ms. Miller says.  She
notes that due to the Debtors' unwillingness to complete the
work, Hollister was forced to incur costs in the work's
completion.

Hollister Associates hired Property Solutions, Inc., a company
that specializes in environmental assessments, investigations,
and remediation services to perform soil sampling and testing.
Property Solutions completed the testing at the site in April
2009, and submitted a written report to the NJDEP in late May
2009.

Ms. Miller reveals that total costs and expenses incurred by
Hollister Associates relating to environmental testing and
sampling at the site were S11,390.

Until the NJDEP declared that remediation was complete, Hollister
Associates could not know with certainty the breadth of the
investigation the NJDEP would require and the costs it might
incur at the site, Ms. Miller contends.  However, she adds that
Hollister was well aware that the cost of testing and remediating
environmental contamination can be substantial.

Accordingly, Hollister Associates waited to file a proof of claim
until the NJDEP issued a "No  Further Action Letter" indicating
closure of its investigation so that Hollister Associates could
assert both a lease rejection claim and a claim for costs and
expenses relating to environmental testing and sampling at the
site, in one complete proof of claim.

The Lease was subsequently rejected by the Debtors pursuant to
their first omnibus motion to reject certain executory contracts
and unexpired leases.

Ms. Miller tells the Court that the notice of the Claims Bar Date
was not sent to Hollister at its offices.  She notes that it was
mailed to Cassidy Turley f/k/a Colliers Houston & Co., the third-
party manager of the Property.

After receiving the NFA Letter, in mid-March 2010, Hollister
asked its counsel to prepare a proof of claim that included both
lease rejection damages and costs for environmental testing and
sampling at the site.  However, Hollister discovered that a
Claims Bar Date had been established, and had passed.

The Claims Bar Date expired on August 8, 2009.

Hollister asks the Court to grant its request because the Debtors
have long known that they would incur costs related to the
Property.  Ms. Miller notes that a portion of Hollister's claim,
relating to prepetition Lease obligations, was scheduled by the
Debtors, albeit at a lower dollar amount.  She adds that if the
Court allows Hollister to file its claim, the Debtors will have
time to object to the claim on substantive grounds just as the
Debtors continue to do with many other claims through the omnibus
claims objection process.

The Plan allows the Reorganized Debtors at least 90 days after
the Plan is confirmed to object to claims, Ms. Miller further
notes.  Accordingly, she asserts that the timing of the filing
will not prejudice the Debtors.

                      About Smurfit-Stone

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs roughly 21,250
employees, 17,400 of which are based in the United States.  For
the quarterly period ended September 30, 2008, the Company
reported roughly US$7.450 billion in total assets and
US$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCoopers
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

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


SMURFIT-STONE: Receives Nod to Sell Coshocton Mill Energy Credits
-----------------------------------------------------------------
Smurfit-Stone Container Corp. and its units won approval for the
sale of certain renewable energy credits from their Coshocton Mill
located in Coshocton, Ohio to First Energy Solutions Corp.,
pursuant to an "Agreement for the Purchase and Sale of Renewable
Energy Credits."

No objections were filed to the Debtors' request to sell the
energy credits.

The renewable energy credits, also commonly known as green tags,
renewable energy certificates, renewable electricity
certificates, and tradable renewable credits, at issue in the
Agreement are owned by Debtor Smurfit-Stone Container
Enterprises, Inc., and are produced by the Coshocton Mill.

Renewable energy credits are tradable, non-tangible energy
commodities that represent proof that one megawatt-hour of
electricity was generated from an eligible renewable energy
source.  The renewable energy credits are statutory creations
meant to encourage the development and use of renewable energy.

According to James F. Conlan, Esq., at Sidley Austin LLP, in
Chicago, Illinois, the Debtors have previously sold certain
renewable energy credits pursuant to procedures established for
the sale of de minimis assets.

SSCE and First Energy entered into an agreement which outlined
the terms of a renewable energy credit sale proposal and provided
that the Parties would agree to negotiate in good faith a
definitive purchase agreement, Mr. Conlan says.  However, he
notes that the Agreement is not final, and certain changes may be
made before an agreement is formally executed.

Pursuant to the Agreement, the Debtors will sell to First Energy
no less than 180,000 Pennsylvania RECs for four dollars per
Pennsylvania REC.  Mr. Conlan says that if the Debtors obtain
certification from the Ohio Public Utilities Commission that the
Coshocton Mill qualifies as an "Eligible Renewable Energy
Resource Generating Facility" within 12 months of the effective
date of the Agreement, the Debtors will (i) sell an annual firm
volume of 60,000 Ohio RERs for 2010, plus any additional RERs
generated by the Coshocton Mill in 2010, and (ii) sell an annual
firm volume of 60,000 Ohio RERs for 2011, plus any additional
RERs generated by the Coshocton Mill in 2011.  First Energy will
pay $28 per unit for the Ohio RERs.

If the Debtors obtain the Certification, the Debtors will sell
126,718 Ohio RERs, which will be converted from Pennsylvania RECs
generated in 2008 and 2009.  The RECs will be delivered in two
parts, with an initial lump-sum delivery of Pennsylvania RECs
generated from August 2008 though February 2010, and monthly
deliveries thereafter based on volumes dependent on Coshocton
Mill's generation schedules, fuel mix and plant operations.

If the Certification is approved, the Debtors will receive on
account of the Pennsylvania RECs and Ohio RERs between $6,908,104
and $8,308,104, depending on the extent the Coshocton Mill
generates credits in excess of the annual firm volumes.  Payments
will be due within 10 business days of First Energy's receipt of
confirmation from PJM.  If the Certification is approved, the
Debtors will receive on account of the Pennsylvania RECs and Ohio
RERs between $6,908,104 and $8,308,104, depending on the extent
the Coshocton Mill generates credits in excess of the annual firm
volumes.

Payments will be due within 10 business days of First Energy's
receipt of confirmation from PJM Environmental Information
Services, Inc., that the RECs have been delivered.

For the purpose of providing collateral to First Energy, the
Debtors agree to receive deferred payments based on certain
formulas set in the Agreement.

By virtue of the relatively clean nature of their paper mills,
the Debtors have many valuable excess RECs, Mr. Conlan tells the
Court.  He asserts that the Debtors will benefit from the sale by
infusing an initial sum of cash into their estates and enjoying
various additional cash infusions throughout the term of the
Agreement.

Since the Agreement is based on the Coshocton Mill's future
generation schedules, fuel mix and plant operations, there is
flexibility in the amount of RECs Coshocton must produce in the
future, Mr. Conlan further contends.  He adds that the Agreement
also assures a buyer and a price for the Ohio RERs, minimizing
the risk of a downturn in the Ohio RER market from the date of
the Court's order to the possible Certification.

A copy of the Agreement is available for free at:

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

                      About Smurfit-Stone

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs roughly 21,250
employees, 17,400 of which are based in the United States.  For
the quarterly period ended September 30, 2008, the Company
reported roughly US$7.450 billion in total assets and
US$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCoopers
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

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


SMURFIT-STONE: Wants Plan Exclusivity until September 26
--------------------------------------------------------
By this motion, Smurfit-Stone Container Corp. and its units ask
the Court that their current exclusive plan filing period be
extended through and including July 26, 2010, and the current plan
solicitation period through and including September 26, 2010.

The Debtors also ask that the extensions be without prejudice to
their right to seek additional extensions.

James F. Conlan, Esq., at Sidley Austin LLP, in Chicago,
Illinois, asserts that cause exists for an extension of the
Exclusive Periods because of the extensive litigation in recent
months regarding the Debtors' Chapter 11 Plan of Reorganization,
which makes it apparent that the Chapter 11 cases are highly
complex.  He notes that the Debtors have had nine days of
confirmation hearings and have filed hundreds of pages of
briefing and findings of fact and conclusions of law.

Mr. Conlan contends that the Plan is confirmable in its current
form.  However, the Debtors require the ability to react to any
issues raised by any decision ultimately rendered by the Court on
the confirmation of the Plan.  He further contends that by
continuing exclusivity, any further process required as a result
of the Court's ruling will be able to continue in a focused and
efficient manner.

The Debtors are not seeking the extension to delay administration
of the Chapter 11 cases or to exert pressure on their creditors,
Mr. Conlan assures the Court.  He says that the Debtors'
extension request is intended to maintain a framework conducive
to an orderly, efficient and cost-effective confirmation process,
and specifically, to be able to address any remaining
confirmation issues that may arise, exclusive from the
distractions and attendant costs that could flow from competing
Chapter 11 plans of reorganization.

If the Court denies the Debtors' Request, any party-in-interest
would be free to propose a Chapter 11 plan for the Debtors and
deny the Debtors a fair opportunity to confirm the Plan as
currently filed and the ability to make any further modifications
to the extent necessary, Mr. Conlan points out.  He argues that
the result would not advance the rehabilitative objectives of the
Chapter 11 process, but would instead thwart those objectives
because it could critically impair the Debtors' ability to
successfully reorganize with no benefit to the Debtors' estates,
creditors, employees, customers and other stakeholders.

Mr. Conlan further contends that the filing of a competing
Chapter 11 plan would undoubtedly lead to tremendous litigation
costs to the Debtors' estates.

The Court will convene a hearing on June 22, 2010, at 2:00 p.m.
(ET) to consider the Debtors' request.  Objections must be filed
no later than June 14, 2010, at 4:00 p.m. (ET).  Pursuant to Rule
9006-2 of the Local Rules of Bankruptcy Procedure for the District
of Delaware, the Exclusive Periods will be automatically extended
until the Court rules on the request.

                      About Smurfit-Stone

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs roughly 21,250
employees, 17,400 of which are based in the United States.  For
the quarterly period ended September 30, 2008, the Company
reported roughly US$7.450 billion in total assets and
US$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCoopers
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

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


SOUTHEAST TELEPHONE: Has Access to CTB's Cash until June 25
-----------------------------------------------------------
The Hon. Joseph M. Scott, Jr. of the U.S. Bankruptcy Court for the
Eastern District of Kentucky extended Southeast Telephone, Inc.'s
access to Community Trust Bank, Inc.'s cash collateral until
June 25, 2010.

The Debtor would use the money to fund its business operations,
postpetition.

As reported in the Troubled Company Reporter on November 12, 2009,
the Debtor owes $3.4 million to CTB, which is secured by blanket
liens on all assets.

CTB agreed to extend the term of the cash collateral use.

As adequate protection for any diminution in value of CTB's
collateral, the Debtors will grant CTB a replacement lien and
superpriority administrative claim which are subordinate to the
fees of the U.S. Trustee and the carve-out for fees.

The Debtor's right to use the cash collateral will expire (i) at
the end of the term; (ii) in the event of a termination or
suspension of the order; or (iii) in the event the Debtor is in
default.

Pikeville, Kentucky-based SouthEast Telephone, Inc., operates a
telecommunication business.  The Company filed for Chapter 11 on
Sept. 28, 2009 (Bankr. E.D. Ky. Case No. 09-70731).  Jamie L.
Harris, Esq., and Laura Day DelCotto, Esq., at Wise DelCotto PLLC,
represent the Debtor in its restructuring effort.  In the Debtor's
schedules, it said it has assets of at least $15,573,655, and
total debts of $31,423,707.


SOUTHEAST TELEPHONE: Has Plan Exclusivity until June 30
-------------------------------------------------------
The Hon. Joseph M. Scott, Jr., of the U.S. Bankruptcy Court for
the Eastern District of Kentucky extended SouthEast Telephone,
Inc.'s exclusive periods to file and solicit acceptances for the
proposed Chapter 11 plan until June 30, 2010, and August 30, 2010,
respectively.

The Debtor is represented by:

     Delcotto Law Group PLLC
     Jamie L. Harris, Esq.
     E-mail: jharris@dlgfirm.com
     Laura Day DelCotto, Esq.
     E-mail: ldelcotto@dlgfirm.com
     200 North Upper Street
     Lexington, KY 40507
     Tel: (859) 231-5800
     Fax: (859) 281-1179

Pikeville, Kentucky-based SouthEast Telephone, Inc., operates a
telecommunication business.  The Company filed for Chapter 11 on
Sept. 28, 2009 (Bankr. E.D. Ky. Case No. 09-70731).  In the
Debtor's schedules, it said it has assets of at least $15,573,655,
and total debts of $31,423,707.


STERLING ESTATES: Gets Interim Nod to Use Cash Collateral
---------------------------------------------------------
Sterling Estates (Delaware) LLC sought and obtained interim
authorization from the U.S. Bankruptcy Court for the Northern
District of Illinois to use the cash collateral during the period
May 24, 2010, through June 27, 2010.

The Debtor requested that the Court authorize it to use certain
cash and cash equivalents that allegedly serve as collateral for
claims asserted against the Debtor and its property by Wells Fargo
Bank, N.A., as Trustee for the registered holders of Banc of
America Commercial Mortgage Inc., Commercial Mortgage Pass-Through
Certificates, Series 2003-2, by and through its special servicer
ORIX Capital Markets LLC (the Lender).

The Debtor owns a manufactured home community in Illinois (the
Property).  The Property is subject to a purported first mortgage
in favor of Lender purportedly securing a claim in the amount of
$36,929,811.24.  Pursuant to Lender's loan documents, the
promissory note secured by said mortgage purportedly came due on
May 1, 2010.  At that time, the Debtor asserts that it was current
with respect to debt service on the note.  The Debtor attempted,
without success, to engage the Lender in a discussion over a
restructuring of the underlying mortgage indebtedness.  Based upon
the underlying loan documents of the Lender, the cash collateral
issues in this Chapter 11 case relate to the rents generated at
the Property.

Eugene Crane, Esq., at Crane, Heyman, Simon, Welch & Clar, the
attorney for the Debtor, explains that the Debtor needs the cash
collateral to fund its Chapter 11 case, pay suppliers and other
parties.  The Debtor will use the collateral pursuant to a budget,
a copy of which is available for free at:

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

In exchange for using the cash collateral:

     (i) Wells Fargo will be allowed to permit the lender to
         inspect the Debtor's books and records;

    (ii) the Debtor will maintain and pay premiums for insurance
         to cover its assets from fire, theft and water damage;

   (iii) the Debtor will make available to the lender evidence of
         that which constitutes its collateral or proceeds; and

    (iv) the Debtor will property maintain its assets in good
         repair and properly manage assets.

Textron Financial Corporation objected to the Debtor's request to
use cash collateral.  Textron holds a security interest in 16
bmobile homes/manufactured homes in Illinois (the Textron Units).
According to Textron, the debtor in Textron's transaction is not
the Debtor, but rather Grouse, LLC, an entity which is not in
bankruptcy, but which is controlled by the same persons that
control the Debtor (Richard Klarchek).  "Although, the Textron
Units are not to be leased or rented, without Grouse, LLC first
paying off the lien related to the particular unit, Grouse, LLC,
and/or the Debtor may have leased and/or rented the unit in
violation of the terms of agents between the parties.  To the
extent that the Debtor's cash collateral includes proceeds from
such leases and/or rentals, such funds are not the assets of the
Debtor and should be segregated.  Moreover, to the extent the
Debtor anticipates receiving funds in the future related to the
Textron Units, then such funds are not the assets of the
Debtor and must be kept separate and apart, and be paid to
Textron," Textron said.

The Court has set a final hearing for June 24, 2010, at 11:30 a.m.

Textron is represented by Alex Darcy, Esq. --
adarcy@askounisdarcy.com -- at Askounis & Darcy, PC.

                     About Sterling Estates

Chicago, Illinois-based Sterling Estates (Delaware), LLC, a
Delaware Limited Liability Company, dba Sterling Estates
Manufactured Home Community, filed for Chapter 11 bankruptcy
protection on May 17, 2010 (Bankr. N.D. Ill. Case No. 10-22319).
Eugene Crane, Esq., at Crane Heyman Simon Welch & Clar, assists
the Company in its restructuring effort.  The Company listed
$50,000,001 to $100,000,000 in assets and $10,000,001 to
$50,000,000 in liabilities.


STYRON CORP: Moody's Assigns Corporate Family Rating at 'B2'
------------------------------------------------------------
Moody's Investors Service has assigned a B2 Corporate Family
Rating to Styron Corp., as well as a B2 rating on its
$1.04 billion senior secured first lien revolver and term loan
($240 million five year revolver and $800 million six year term
loan).  Proceeds from the transaction along with $640 million of
cash equity, will be used to purchase the assets of Dow Chemical's
Styron business.  Dow will also receive a $75 million holdco PIK
note and 7.5% of the common equity in Styron.  The rating outlook
is stable.  Styron Corp. is owned by an affiliate of Bain Capital
Partners.

"Despite relatively strong pro forma credit metrics and a
substantial asset base, Moody's B2 rating largely reflects the
lack of detailed historical financial statements for the business,
combined with the limited operating history as an independent
entity," stated John Rogers Senior Vice President at Moody's.

Styron's B2 CFR also reflects its narrow portfolio of commodity
and quasi-commodity products, substantial exposure to volatile
feedstock prices, limited organic volume growth, and the small
size of its revolver.  The company's credit profile is supported
by a substantial cash equity investment by its sponsor, relatively
strong pro forma credit metrics, leading market positions in three
of its four product lines (polycarbonates is the exception),
relatively stable volume demand due to the consumable nature of
its products, and an experienced management team.  Roughly 80% of
Styron's revenues and capacity are in North America and Europe
(includes proportional share of American Styrenics' capacity).

Based on Moody's analysis of Styron's limited financial
information combined with adjustments to reflect its status as a
stand-alone entity, Styron's 2009 credit metrics are estimated be
4.2x Debt/EBITDA, 11% Retained Cash Flow/Debt and EBITDA/Interest
of 3.1x.  Moody's Standard Adjustments to Financial Statements
include additional debt of over $200 million due to operating
leases, pension liabilities and a $75 million holdco PIK note.
Moody's adjustments also add roughly $16 million to pro forma 2009
EBITDA of roughly $225 million.  Moody's believes that Styron's
financial performance should meaningfully improve in 2010, absent
large swings in benzene and butadiene market prices.

The stable outlook reflects the positive impact from low leverage
and strong credit metrics somewhat offset by Moody's concern over
the potential for increased volatility in both benzene and
butadiene prices due to low refinery utilization rates and the
light feedstock slate used in U.S. ethylene production.  If
Styron's performance in its first full year of operation continues
to support strong credit metrics, Moody's would likely raise the
company's CFR to B1.  There is limited downside to the ratings at
the current time in absence of availability under the revolving
credit facility falling below $50 million.

Styron's liquidity is consistent with the B2 rating.  Although
management expects the revolver to be undrawn at closing, working
capital requirements could easily reduce availability by
$50-75 million.  Moody's believe that the size of the revolver is
small for a volatile commodity chemical producer with expected
revenues of roughly $4.6 billion in 2010.  Management intends to
set up a $160 million accounts receivable facility in Europe to
provide additional liquidity.  Together these two facilities, plus
meaningful levels of cash on the balance sheet would provide
sufficient liquidity to support a rating commensurate with
management's projections for credit metrics over the next several
years.

Ratings assigned:

Styron Corp.

* Corporate Family Rating at B2

* Probability of Default Rating at B2

* $240 million Guaranteed Senior Secured 1st lien revolver due
  2015 at B2 (LGD3, 46%)

* $800 million Guaranteed Senior Secured 1st lien term loan due
  2016 at B2 (LGD3, 46%)

This is Moody's initial rating action for Styron Corp.

Styron Corp. is the world's largest producer of styrene butadiene
latex and polystyrene, the largest European producer of synthetic
rubber, and a leading producer of polycarbonate resins and blends.
Styron had revenues of roughly $4.1 billion for the last four
quarters ending March 31, 2010.


STYRON CORP: S&P Downgrades Rating on Proposed Senior Debt to 'B+'
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
ratings on Styron's proposed senior secured first-lien debt
following the company's indication of an increase in the proposed
first-lien term loan to $800 million from the previously planned
$675 million.  S&P lowered the issue rating to 'B+' from 'BB-' and
revised the recovery rating to '3' from '2'.  The 'B+' issue-level
rating, which is the same as the corporate credit rating, and the
'3' recovery rating indicate S&P's expectation of a meaningful
recovery (50%-70%) in the event of a payment default.

The proposed first-lien revolving credit facility remains
unchanged at $240 million.  The company no longer has plans to
raise second-lien debt and S&P is withdrawing its issue-level and
recovery ratings on the second-lien debt.  Ratings are based on
preliminary terms and conditions and subject to review of final
documentation.

Proceeds from the proposed debt along with other sources of funds
including an equity contribution by an affiliate of Bain Capital
Partners are expected to be utilized to fund the purchase of
Styron from The Dow Chemical Co. (BBB-/Stable/A-3) for
approximately $1.6 billion.

For 2009, Styron's operations generated more than $3.5 billion in
annual revenue from two segments.  These are Emulsion Polymers,
consisting of styrene butadiene latex and synthetic rubber and
Plastics, consisting of styrenics and polycarbonates.  Dow created
its Styron unit in 2009 by combining certain assets including some
of its SB latex, SB rubber, polystyrene, and polycarbonate assets.
Included in the sale to Bain Capital is Dow's stake in a 50/50
joint venture, American Styrenics LLC, and possibly a stake in
another 50/50 joint venture, Sumitomo Dow Ltd., which may be
acquired post closing.

The corporate credit rating on Styron is 'B+' and the outlook is
stable.

                           Ratings List

                              Styron

     Corporate Credit Rating                      B+/Stable/--

                         Revised Ratings

                                                  To      From
                                                  --      ----
     Proposed $800 million first-lien term loan   B+      BB-
      Recovery rating                             3       2

                        Ratings Withdrawn

                                                  To      From
                                                  --      ----
     $125 million second-lien bank loan           NR      B-
       Recovery Rating                            NR      6


SYNOVUS FINANCIAL: Columbus Deal Cues Fitch to Withdraw Ratings
---------------------------------------------------------------
Fitch Ratings has withdrawn its ratings on numerous banking
subsidiaries of Synovus Financial Corporation following the
company's multi-state charter consolidation into the Georgia-
chartered Columbus Bank & Trust, Co., which has subsequently been
renamed Synovus Bank.  Consolidation of the company's two
separately-chartered Tennessee banks is expected in the near
future.  No other ratings are affected by this rating action.

With over $32 billion in assets, SNV is a diversified financial
services holding company based in Columbus, GA.  SNV provides a
broad range of traditional consumer and commercial banking
products and services throughout its southeast footprint.

Fitch has withdrawn these ratings of SNV's subsidiaries:

Athens First Bank & Trust Co.

  -- Long-term (Issuer Default Rating) IDR at 'BB-';
  -- Long-term Deposits at 'BB';
  -- Short-term IDR at 'B';
  -- Individual at 'D';
  -- Support at '5';
  -- Support Floor at 'NF'.

Bank of Coweta

  -- Long-term IDR at 'BB-';
  -- Long-term Deposits at 'BB';
  -- Short-term IDR at 'B';
  -- Short-term Deposits at 'B';
  -- Individual at 'D';
  -- Support at '5';
  -- Support Floor at 'NF'.

Bank of North Georgia

  -- Long-term IDR at 'BB-';
  -- Long-term Deposits at 'BB';
  -- Short-term IDR at 'B';
  -- Individual at 'D';
  -- Support at '5';
  -- Support Floor at 'NF'.

Bank of Pensacola

  -- Long-term IDR at 'BB-';
  -- Long-term Deposits at 'BB';'
  -- Short-term IDR at 'B';
  -- Individual at 'D';
  -- Support at '5';
  -- Support Floor at 'NF'.

Bank of Tuscaloosa

  -- Long-term IDR at 'BB-';
  -- Long-term Deposits at 'BB';
  -- Short-term IDR at 'B';
  -- Individual at 'D';
  -- Support at '5';
  -- Support Floor at 'NF'.

CB&T Bank of Middle Georgia

  -- Long-term IDR at 'BB-';
  -- Long-term Deposits to 'BB'
  -- Short-term IDR at 'B';
  -- Individual at 'D';
  -- Support at '5';
  -- Support Floor at 'NF'.

Citizens Bank & Trust of West Georgia

  -- Long-term IDR at 'BB-';
  -- Long-term Deposits at 'BB';'
  -- Short-term IDR at 'B';
  -- Individual at 'D';
  -- Support at '5';
  -- Support Floor at 'NF'.

Citizens First Bank

  -- Long-term IDR at 'BB-';
  -- Long-term Deposits at 'BB';
  -- Short-term IDR at 'B';
  -- Individual at 'D';
  -- Support at '5';
  -- Support Floor at 'NF'.

Coastal Bank of Georgia

  -- Long-term IDR at 'BB-';
  -- Long-term Deposits at 'BB';
  -- Short-term IDR at 'B';
  -- Short-term Deposits at 'B';
  -- Individual at 'D';
  -- Support at '5';
  -- Support Floor at 'NF'.

Cohutta Banking Company

  -- Long-term IDR at 'BB-';
  -- Long-term Deposits at 'BB';
  -- Short-term IDR at 'B';
  -- Short-term Deposits at 'B';
  -- Individual at 'D';
  -- Support at '5';
  -- Support Floor at 'NF'.

Commercial Bank

  -- Long-term IDR at 'BB-';
  -- Long-term Deposits at 'BB';
  -- Short-term IDR at 'B';
  -- Short-term Deposits at 'B';
  -- Individual at 'D';
  -- Support at '5';
  -- Support Floor at 'NF'.

Commercial Bank & Trust Co.

  -- Long-term IDR at 'BB-';
  -- Long-term Deposits at 'BB';
  -- Short-term IDR at 'B';
  -- Short-term Deposits at 'B';
  -- Individual at 'D';
  -- Support at '5';
  -- Support Floor at 'NF'.

Community Bank & Trust of Southeast Alabama

  -- Long-term IDR at 'BB-';
  -- Long-term Deposits at 'BB';
  -- Short-term IDR at 'B';
  -- Individual at 'D';
  -- Support at '5';
  -- Support Floor at 'NF'.

First Commercial Bank

  -- Long-term IDR at 'BB-';
  -- Long-term Deposits at 'BB';
  -- Short-term IDR at 'B';
  -- Short-term Deposits at 'B';
  -- Individual at 'D';
  -- Support at '5';
  -- Support Floor at 'NF'.

First Commercial Bank of Huntsville

  -- Long-term IDR at 'BB-';
  -- Long-term Deposits at 'BB';
  -- Short-term IDR at 'B';
  -- Individual at 'D';
  -- Support at '5';
  -- Support Floor at 'NF'.

First Community Bank of Tifton

  -- Long-term IDR at 'BB-';
  -- Long-term Deposits at 'BB';
  -- Short-term IDR at 'B';
  -- Individual at 'D';
  -- Support at '5';
  -- Support Floor at 'NF'.

First National Bank of Jasper

  -- Long-term IDR at 'BB-';
  -- Long-term Deposits at 'BB';
  -- Short-term IDR at 'B';
  -- Short-term Deposits at 'B';
  -- Individual at 'D';
  -- Support at '5';
  -- Support Floor at 'NF'.

First State Bank and Trust Company of Valdosta

  -- Long-term IDR at 'BB-';
  -- Long-term Deposits at 'BB';
  -- Short-term IDR at 'B';
  -- Individual at 'D';
  -- Support at '5';
  -- Support Floor at 'NF'.

Georgia Bank & Trust

  -- Long-term IDR at 'BB-';
  -- Long-term Deposits at 'BB';
  -- Short-term IDR at 'B';
  -- Individual at 'D';
  -- Support at '5';
  -- Support Floor at 'NF'.

National Bank of South Carolina

  -- Long-term IDR at 'BB-';
  -- Long-term Deposits at 'BB';
  -- Short-term IDR at 'B';
  -- Short-term Deposits at 'B';
  -- Individual at 'D'; from 'C'
  -- Support at '5';
  -- Support Floor at 'NF'.

National Bank of Walton County

  -- Long-term IDR at 'BB-';
  -- Long-term Deposits at 'BB';
  -- Short-term IDR at 'B';
  -- Individual at 'D';
  -- Support at '5';
  -- Support Floor at 'NF'.

Sea Island Bank

  -- Long-term IDR at 'BB-';
  -- Long-term Deposits at 'BB';
  -- Short-term IDR at 'B';
  -- Short-term Deposits at 'B';
  -- Individual at 'D';
  -- Support at '5';
  -- Support Floor at 'NF'.

Security Bank & Trust Company of Albany

  -- Long-term IDR at 'BB-';
  -- Long-term Deposits at 'BB';
  -- Short-term IDR at 'B';
  -- Individual at 'D';
  -- Support at '5';
  -- Support Floor at 'NF'.

Sterling Bank

  -- Long-term IDR at 'BB-';
  -- Long-term Deposits at 'BB';
  -- Short-term IDR at 'B';
  -- Short-term Deposits at 'B';
  -- Individual at 'D';
  -- Support at '5';
  -- Support Floor at 'NF'.

Sumter Bank & Trust Company

  -- Long-term IDR at 'BB-';
  -- Long-term Deposits at 'BB';
  -- Short-term IDR at 'B';
  -- Individual at 'D';
  -- Support at '5';
  -- Support Floor at 'NF'.

Synovus Bank of Tampa

  -- Long-term IDR at 'BB-';
  -- Long-term Deposits at at 'BB';
  -- Short-term IDR at 'B';
  -- Individual at 'D';
  -- Support at '5';
  -- Support Floor at 'NF'.

Tallahassee State Bank

  -- Long-term IDR at 'BB-';
  -- Long-term Deposits at 'BB';
  -- Short-term IDR at 'B';
  -- Individual at 'D';
  -- Support at '5';
  -- Support Floor at 'NF'.

Vanguard Bank & Trust Company

  -- Long-term IDR at 'BB-';
  -- Long-term Deposits at 'BB';
  -- Short-term IDR at 'B';
  -- Individual at 'D';
  -- Support at '5';
  -- Support Floor at 'NF'.


TALECRIS BIOTHERAPEUTICS: Grifols Deal Cues Moody's Outlook Shift
-----------------------------------------------------------------
Moody's Investors Service changed the rating outlook for Talecris
Biotherapeutics Holdings' debt to developing from stable following
the announcement that Talecris Biotherapeutics, Inc., will be
acquired by Grifols SA of Spain for about $4.0 billion (including
net debt).  Talecris' ratings remain unchanged at this time.

The developing outlook reflects uncertainty associated with the
status of Talecris' outstanding debt assuming the transaction is
completed.  Moody's believe that this transaction is likely to
trigger a change in control, but this would depend on how the deal
is ultimately structured.  Assuming this does result in a change
in control, Moody's understand that bondholders have the option to
put the bonds at 101%.  If the acquisition closes, Moody's
assessment will consider: (1) whether any Talecris debt remains
outstanding; (2) if Grifols plans to guarantee this debt; or
(3) if separate standalone financial statements for Talecris will
be available.  Moody's does not maintain a rating on Grifols.  If
all of Talecris' debt is taken out, or if there are no separate
financial statements to be provided to assess non-guaranteed
Talecris debt, the ratings would likely be withdrawn at close.

Moody's last rating action on Talecris was taken on October 14,
2009, when Moody's upgraded Talecris' Corporate Family Rating to
Ba3 from B2 in conjunction with its IPO and assigned a B1 to its
new senior unsecured note offering.

Ratings unchanged with a developing outlook:

Talecris Biotherapeutics Holdings Corp.

  -- Corporate Family Rating at Ba3
  -- PDR at Ba3
  -- Senior unsecured notes at B1, LGD4, 65%
  -- Speculative grade liquidity rating at SGL-3

Talecris Biotherapeutics, Inc., is a leading global manufacturer
of plasma-derived, protein-based products for individuals
suffering from life-threatening diseases.  Talecris began
operations on April 1, 2005, when the US assets of Bayer AG's
worldwide plasma derived products business were acquired by
financial sponsors, Cerberus Capital Management and Ampersand
Ventures.


TENET HEALTHCARE: Terminates Discussions with Healthscope
---------------------------------------------------------
Tenet Healthcare Corporation on Monday said it has withdrawn from
preliminary discussions regarding a potential acquisition of the
Australian private hospital operator Healthscope Limited (HSP.AX).
Due to the sequence of events associated with the acquisition
process, including the premature disclosure of non-public
information regarding Tenet's preliminary interest in Healthscope,
Tenet has been unable to complete the work necessary to thoroughly
convey to shareholders the potential value, including the inherent
risks and opportunities, of this transaction.  Although the due
diligence process has commenced, it is in the early stages and has
not proceeded as quickly and completely as anticipated.  Tenet has
concluded that to eliminate a prolonged period of uncertainty and
market speculation surrounding this possible transaction, it is
best to withdraw from this process.

As reported by the Troubled Company Reporter on June 2, 2010,
Tenet confirmed it is engaged in preliminary discussions regarding
a potential acquisition of Healthscope, the second largest private
hospital corporation in Australia.  Healthscope owns and operates
43 hospitals representing 15% of Australia's private hospital
market.  Healthscope also operates the country's third largest
pathology business.  Healthscope had an EBITDA margin of
approximately 13.8% in 2009, and 11.1% revenue growth.

The TCR also said John Kell at Dow Jones Newswires, citing a
person familiar with the matter, reported U.S. private-equity
heavyweight Kohlberg Kravis Roberts & Co. is also bidding for
Healthscope.  Mr. Kell relates each of Tenet's and KKR's bids
values Healthscope at A$1.84 billion (US$1.56 billion).

Dow Jones reported Healthscope is also being stalked by a private-
equity consortium, which had offered A$1.82 billion.  According to
Dow Jones, another person familiar with the matter said the
consortium that expressed interest in Healthscope includes Carlyle
Group LP, TPG Inc. and Blackstone Group LP.

Dow Jones also said research firm SIG Susquehanna said it was "a
bit surprised" by the report of Tenet's interest in Healthscope,
saying Tenet has been gaining traction in its U.S. turnaround, and
that a change in strategy to incorporate a significant
international component would be a material shift.  Still, the
firm said if Tenet was looking to return to international markets
after a 15-year absence, Healthscope would be a logical platform
acquisition.

Dow Jones also related that J.P. Morgan said that with Tenet
already at an 85% debt-to-capital ratio, a transaction of the
reported size that relied heavily on debt would "seem to be a
balance sheet stretch."

                      About Tenet Healthcare

Dallas, Texas-based Tenet Healthcare Corporation (NYSE: THC) --
http://www.tenethealth.com/-- is a health care services company
whose subsidiaries and affiliates own and operate acute care
hospitals, ambulatory surgery centers and diagnostic imaging
centers.

The Company's balance sheet for March 31, 2010, showed
$7.8 billion in total assets and $7.0 billion in total
liabilities, for a $791.0 million total stockholder's equity.

                          *     *     *

Troubled Company Reporter said on March 17, 2010, Fitch Ratings
has affirmed Tenet Healthcare Corp.'s ratings: Issuer Default
Rating at 'B-'; Secured bank facility at 'BB-/RR1'; Senior secured
notes at 'BB-/RR1'.

Fitch has also upgraded Tenet's senior unsecured notes to 'B/RR3'
from 'B-/RR4'.  The upgrade is due to improved recovery prospects
for note holders on the basis of a stronger post-restructuring
EBITDA estimate.

As reported by the Troubled Company Reporter on October 1, 2009,
Standard & Poor's Ratings Services assigned its 'CCC' issue-level
rating to hospital operator Tenet Healthcare's $345 million
mandatory convertible preferreds.  Net proceeds were used to
repurchase $300 million worth of outstanding 9.25% senior notes
due 2015.  The mandatory convertible preferred stock will
automatically convert to Tenet common stock on Oct. 1 2012.
Standard & Poor's views the mandatory convertible preferred
issuance as 100% debt for ratings purposes.

S&P's corporate credit rating on Tenet is 'B', reflecting the
company's struggles over the past several years with weak
operating performance and operating cash outflow and highly
leveraged financial position.  Despite the successes to date of a
multiyear turnaround effort, these factors remain key elements of
the company's highly-leveraged financial risk profile and
vulnerable business risk profile.  Tenet's extensive efforts to
effectuate a turnaround over several years has included large-
scale management and governance changes, cost control initiatives,
revamped physician recruitment and relationship strategies, and
managed care contract renegotiations to improve pricing.  Tenet's
improving financial results and better patient admissions over the
past two years indicate some measure of success of its efforts.
Still, a consistent track record of positive free cash flow
generation is not likely in the near term.

The TCR said September 29, 2009, that Moody's Investors Service
changed the rating outlook of Tenet Healthcare to positive from
stable.  Concurrently, Moody's affirmed Tenet's B3 Corporate
Family and Probability of Default ratings.


TFA II: Case Summary & 11 Largest Unsecured Creditors
-----------------------------------------------------
Debtor: TFA II LLC
        115 Timberlachen Cr #2001
        Lake Mary, FL 32746

Bankruptcy Case No.: 10-09811

Chapter 11 Petition Date: June 4, 2010

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

Debtor's Counsel: David R. McFarlin, Esq.
                  Wolff, Hill, McFarlin & Herron, P.A
                  1851 West Colonial Drive
                  Orlando, FL 32804
                  Tel: (407) 648-0058
                  Fax: (407) 648-0681
                  E-mail: dmcfarlin@whmh.com

Scheduled Assets: $2,211,397

Scheduled Debts: $3,678,844

A list of the Company's 11 largest unsecured creditors filed
together with the petition is available for free at:

             http://bankrupt.com/misc/flmb10-09811.pdf

The petition was signed by Frank Cerasoli, managing member.


TRIBUNE CO: Files Amended Plan of Reorganization
------------------------------------------------
BankruptcyData.com reports that Tribune Co. filed an Amended Plan
of Reorganization and related Disclosure Statement with the U.S.
Bankruptcy Court.

According to the Disclosure Statement, "The Plan sets forth the
terms of the Debtors' reorganization and provides for the
resolution of all Claims against and Interests in the Debtors. A
central component of the Plan is the Global Settlement of all LBO-
Related Causes of Action held by the Tribune entities, the
Debtors' Estates and any Person that is deemed to grant the
Releases in Section 11.2.2 of the Plan.  Any distributions to be
made pursuant to the Plan shall be on account of and in
consideration of the Global Settlement, which upon the Plan's
effective date, shall be fully binding and effective.  By
providing a complete resolution of the LBO-Related Causes of
Action, the Global Settlement embodied in the Plan allows the
Debtors to exit bankruptcy in a timely and efficient manner,
unhampered by the enormous costs, distractions and likely damage
to operations occasioned by years of litigation...The following
Plan Treatment provides an overview of the treatment of different
classes of Claims and Interests under the Plan, and reflects the
allocation, pursuant to the Global Settlement, of (i)
approximately 7.0% of total Distributable Value to the Holders of
Senior Noteholder Claims and Other Parent Claims and (ii)
approximately 1.4% of total Distributable Value to the Holders of
General Unsecured Claims against Filed Subsidiary Debtors,
resulting in the payment in full of these General Unsecured
Claims, assuming the Allowed amount of such Claims does not exceed
$150 million. The Debtors value the aggregate additional
consideration to be provided to Holders of Senior Noteholder
Claims, Other Parent Claims, and General Unsecured Claims against
Filed Subsidiary Debtors pursuant to the Global Settlement at more
than $510 million."

A Plan confirmation hearing has been scheduled for August 16, 2010
with objections due by July 30, 2010.

                       About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on Dec. 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.

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


TRIDIMENSION ENERGY: Taps Vinsons & Elkins as Bankruptcy Counsel
----------------------------------------------------------------
TriDimension Energy, L.P., TDE Property Holdings, LP, Axis E&P,
LP, Axis Onshore, LP, Axis Marketing, LP, Ram Drilling, LP, TDE
Operating GP LLC, and TDE Subsidiary GP LLC seek permission from
the United States Bankruptcy Court for the Northern District of
Texas, Dallas Division, to employ Vinson & Elkins LLP as their
lead bankruptcy counsel.

V&E previously represented the purchaser of TriDimension and the
TriDimension Subsidiaries in April 2008.  Since that transaction
was accomplished, V&E has acted as company counsel to TriDimension
in various corporate and litigation matters.

In April 2010, the Debtors consulted and retained V&E to provide
advice and representation concerning the restructuring of their
financial affairs, their indebtedness to various entities, and
their debtor and creditor relations generally.  The Debtors desire
to employ V&E as their attorneys to (a) give the Debtors legal
advice with respect to the Debtors' powers and duties as debtors-
in-possession, the continued operation of the Debtors' business,
and the management of the Debtors' property; and (b) perform all
legal services for the Debtors which may be necessary throughout
the bankruptcy cases.

Within the year prior to the Petition Date, the Debtors have paid
V&E at least $538,632.91 in fees (including expenses) for services
rendered, including, in connection with, the Debtors'
restructuring efforts, including substantial work performed
negotiating, preparing and documenting these cases.  As of the
Petition Date, V&E holds in its retainer account $64,820.31, less
any amounts drawn down for fees and expenses.  The funds will be
held in such retainer account, subject to further Court order.

The hourly rates of the V&E attorneys expected to perform legal
services are $295 for the most junior associate who is likely work
on these matters to $880 for the most senior partner who is likely
to work on these matters.  The standard hourly rate of the V&E
paraprofessional expected to perform services range from $105 to
$295.  In addition, the Debtors have agreed to reimburse V&E for
its out-of-pocket expenses for rendering such services.

Rodney L. Moore, Esq., at Vinson & Elkins, disclosed that the
firm's have represented certain creditors and interested parties
of the Debtors in matters unrelated to the Debtors' bankruptcy
cases.

Vinson & Elkins may be reached at:

     William L. Wallander, Esq.
     Clayton T. Hufft, Esq.
     Beth Lloyd, Esq.
     VINSON & ELKINS LLP
     3700 Trammell Crow Center
     2001 Ross Avenue
     Dallas, Texas 75201
     Tel: (214) 220-7700
     Fax: (214) 999-7787
     E-mail: pheath@velaw.com
             chufft@velaw.com
             blloyd@velaw.com

                     About TriDimension Energy

TriDimension Energy, L.P., and its operating subsidiaries, TDE
Property Holdings, LP, Axis E&P, LP, Axis Onshore, LP, Axis
Marketing, LP, and Ram Drilling, LP, are engaged in the
acquisition, development, exploration, production, and sale of oil
and natural gas in Louisiana and Mississippi.  The Company leases
approximately 165,218 gross acres of oil and gas property, and
have proven reserves of approximately 5.1 million barrels of oil
based on fourth quarter 2009 data.

TriDimension Energy, L.P. and seven of its affiliated companies
filed for Chapter 11 on May 21, 2010 (Bankr. N.D. Tex. Case No.
10-33565).

The Company has retained Vinson & Elkins LLP as their lead
bankruptcy counsel, Ottinger Hebert, L.L.C. as their special
counsel, FTI Consulting, Inc. as their financial advisors, and
Stephens Inc. as their investment bankers.


TRIDIMENSION ENERGY: Hires Ottinger Hebert as Special Counsel
-------------------------------------------------------------
TriDimension Energy, L.P., TDE Property Holdings, LP, Axis E&P,
LP, Axis Onshore, LP, Axis Marketing, LP, Ram Drilling, LP, TDE
Operating GP LLC, and TDE Subsidiary GP LLC seek permission from
the United States Bankruptcy Court for the Northern District of
Texas, Dallas Division, to employ Ottinger Hebert, L.L.C. as
Special Counsel and Conflicts Counsel.

Ottinger handles regular ordinary course legal matters for the
Debtors, including but not limited to, legal advice regarding oil
and gas law and regulations and compliance therewith, and
representation of the Debtors in various Louisiana state court
disputes.  Many of these services will continue and be needed by
the Debtors during the pendency of these Cases.

Stuart M. Simoneaud, Esq., a member at Ottinger, attests that his
firm does not hold or represent any interest adverse to the
Debtors or their estates with respect to the matters on which
Ottinger is to be employed.

Ottinger attorneys bill form $225 to $365 per hour.  Legal
assistants charge from $65 to $75 an hour.

Ottinger currently holds a $10,000 retainer from the Debtors.

Ottinger may be reached at:

     Stuart Simoneaud, Esq.
     1313 West Pinhook Rd., Post Office Drawer 52606
     Lafayette, LA 70505-2606
     Tel: (337) 232-2606
     Fax: (337) 232-9867
     E-mail: smsimoneaud@ohllc.com

                     About TriDimension Energy

TriDimension Energy, L.P., and its operating subsidiaries, TDE
Property Holdings, LP, Axis E&P, LP, Axis Onshore, LP, Axis
Marketing, LP, and Ram Drilling, LP, are engaged in the
acquisition, development, exploration, production, and sale of oil
and natural gas in Louisiana and Mississippi.  The Company leases
approximately 165,218 gross acres of oil and gas property, and
have proven reserves of approximately 5.1 million barrels of oil
based on fourth quarter 2009 data.

TriDimension Energy, L.P. and seven of its affiliated companies
filed for Chapter 11 on May 21, 2010 (Bankr. N.D. Tex. Case No.
10-33565).

The Company has retained Vinson & Elkins LLP as their lead
bankruptcy counsel, Ottinger Hebert, L.L.C. as their special
counsel, FTI Consulting, Inc. as their financial advisors, and
Stephens Inc. as their investment bankers.


TRIDIMENSION ENERGY: Seeks to Hire BMC Group as Claims Agent
------------------------------------------------------------
TriDimension Energy, L.P., TDE Property Holdings, LP, Axis E&P,
LP, Axis Onshore, LP, Axis Marketing, LP, Ram Drilling, LP, TDE
Operating GP LLC, and TDE Subsidiary GP LLC seek permission from
the United States Bankruptcy Court for the Northern District of
Texas, Dallas Division, to employ The BMC Group, Inc., as claims
and noticing agent.

The Debtors estimate that there are in excess of 1,200 creditors
and other parties-in-interest in the cases, many of which are
expected to file proofs of claim.  The distribution of notices,
and the receipt, docketing, and maintenance of proofs of claim in
these Cases would be unduly time consuming and burdensome for the
Clerk's Office.

Subject to the Court's approval, at the Debtors' or the Clerk's
Office's direction, as the case may be, and in accordance with any
court order in or rules applicable to the Debtors' Cases
(including a court order authorizing the Claims Agent's
engagement), the Claims Agent will, among other things (a) assist
the Debtors, Vinson & Elkins LLP as counsel for the Debtors, or
the Clerk's Office with noticing and claims docketing, and (b)
assist the Debtors and their Counsel with the compilation,
administration, evaluation and production of documents and
information necessary to support a restructuring effort.

                     About TriDimension Energy

TriDimension Energy, L.P., and its operating subsidiaries, TDE
Property Holdings, LP, Axis E&P, LP, Axis Onshore, LP, Axis
Marketing, LP, and Ram Drilling, LP, are engaged in the
acquisition, development, exploration, production, and sale of oil
and natural gas in Louisiana and Mississippi.  The Company leases
approximately 165,218 gross acres of oil and gas property, and
have proven reserves of approximately 5.1 million barrels of oil
based on fourth quarter 2009 data.

TriDimension Energy, L.P. and seven of its affiliated companies
filed for Chapter 11 on May 21, 2010 (Bankr. N.D. Tex. Case No.
10-33565).

The Company has retained Vinson & Elkins LLP as their lead
bankruptcy counsel, Ottinger Hebert, L.L.C. as their special
counsel, FTI Consulting, Inc. as their financial advisors, and
Stephens Inc. as their investment bankers.


USA COMMERCIAL: $200,000 Payment to Bingham Found Fraudulent
------------------------------------------------------------
A federal judge has upheld a bankruptcy court's finding that a
$200,000 payment USA Commercial Mortgage Co. made to law firm
Bingham McCutchen LLP months before filing for bankruptcy
constitutes a fraudulent transfer, Bankruptcy Law360 reports.

Based in Las Vegas, Nevada, USA Commercial Mortgage Company, dba
USA Capital -- http://www.usacapitalcorp.com/-- provides more
than $1 billion in short-term and permanent financing to
homebuilders, commercial developers, apartment owners and
institutions nationwide.  The Company and its debtor-affiliates
filed for chapter 11 protection on April 13, 2006 (Bankr. D. Nev.
Case Nos. 06-10725 to 06-10729).

Lenard E. Schwartzer, Esq., at Schwartzer & Mcpherson Law Firm,
and Annette W. Jarvis, Esq., at Ray Quinney & Nebeker, P.C.,
represent the Debtors in their restructuring efforts.  Thomas J.
Allison, a senior managing director at Mesirow Financial Interim
Management LLC, has been employed as Chief Restructuring Officer
for the Debtors.

Susan M. Freeman, Esq., and Rob Charles, Esq., at Lewis and Roca
LLP represent the Official Committee of Unsecured Creditors of USA
Commercial Mortgage Company.  Edward M. Burr at Sierra Consulting
Group, LLC, gives financial advice to the Creditors Committee of
USA Mortgage.

Marc A. Levinson, Esq., and Jeffery D. Hermann, Esq., at Orrick,
Herrington & Sutcliffe LLP, and Bob L. Olson, Esq., and Anne M.
Loraditch, Esq., at Beckley Singleton, Chartered, represent the
Official Committee of Equity Security Holders of USA Capital
Diversified Trust Deed Fund, LLC.  FTI Consulting, Inc., gives
financial advice to the Equity Committee of USA Diversified.

Candace C. Carlyon, Esq., and Shawn w. Miller, Esq., at Shea &
Carlyon, Ltd., and Jeffrey H. Davidson, Esq., Frank A. Merola,
Esq., and Eve H. Karasik, Esq., at Stutman, Treister & Glatt, PC,
represent the Official Committee of Equity Security Holders of USA
Capital First Trust Deed Fund, LLC.  Matthew A. Kvarda, at Alvarez
& Marsal, LLC, gives financial advise to the Equity Committee of
USA First.

When the Debtors filed for protection from their creditors, they
estimated assets of more than $100 million and debts between
$10 million and $50 million.

The Debtor's Chapter 11 plan of reorganization was confirmed on
Jan. 8, 2007.


VICKI STEPHENS: Case Summary & 4 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Vicki Ann Stephens
        P.O. Box 714
        North Little Rock, AR 72115

Bankruptcy Case No.: 10-14061

Chapter 11 Petition Date: June 4, 2010

Court: United States Bankruptcy Court
       Eastern District of Arkansas (Batesville)

Debtor's Counsel: Geoffrey B. Treece, Esq.
                  Quattlebaum, Grooms, Tull & Burrow PLLC
                  111 Center St., Ste. 1900
                  Little Rock, AR 72201
                  Tel: (501) 379-1700
                  Fax: (501) 379-1701
                  E-mail: gtreece@qgtb.com

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

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

A list of the Company's 4 largest unsecured creditors filed
together with the petition is available for free at:

             http://bankrupt.com/misc/areb10-14061.pdf

The petition was signed by Vicki Ann Stephens.


W HOTEL: Two Units File for Chapter 11 Bankruptcy Protection
------------------------------------------------------------
Eric Convey of Business Journal of Boston says W Hotel entities,
30-32 Oliver Street Corp. and General Land Corp., filed for
Chapter 11 bankruptcy in the U.S. Bankruptcy Court in Boston.  A
person familiar with the matter said the filing will have not
impact on these companies' operations.


WILLIAM BAYLES: Taking Bids for New Cannan, Conn., Property
-----------------------------------------------------------
William H. Bayles, Jr., is accepting bids for the real property
located at 599 North Wilton Road in New Canaan, Conn.  Qualified
bids for the Property are due by June 22, 2010, must equal
$1,250,000 cash, are subject to higher and better bids and require
bankruptcy court approval.  For more details, contact the Debtor's
lawyers:

         Douglas S. Skalka, Esq.
         NEUBERT, PEPE & MONTEITH, P.C.
         195 Church Street, 13th Floor
         New Haven, CT 06510
         Telephone: (203) 821-2000
         E-mail: dskalka@npmlaw.com

William H. Bayles, Jr., sought Chapter 11 protection (Bankr. D.
Conn. Case No. 09-52029) on Oct. 9, 2009, and estimated assets and
debts of less than $10 million at the time of the filing.


WASHINGTON MUTUAL: Disc. Statement Hearing Adjourned Until June 17
------------------------------------------------------------------
Judge Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware declined to make a ruling on the Disclosure
Statement accompanying the Third Amended Joint Chapter 11 Plan of
Reorganization of Washington Mutual, Inc., and WMI Investment
Corp. at a June 3, 2010 hearing.

The most recent set hearing on the adequacy of the Disclosure
Statement was June 3.

The Court made the decision in light of its consideration of the
discovery requests put forward by WaMu's shareholders.  Discovery
requests on WaMu Inc.; JPMorgan Chase Bank, N.A., as the acquirer
of Washington Mutual Bank; the Federal Deposit Insurance
Corporation, and certain third parties were sought by an official
committee of the Company's equity holders earlier in formal court
papers.

Under the discovery requests, the Equity Committee wants access
to certain documents for a further investigation into the
collapse of WaMu Bank.  The Equity Committee also wants to look
into a global settlement of claims among WaMu, JPMorgan and the
FDIC, which serves as the focal point of WaMu's bankruptcy plan.

At the June 3 hearing, Justin A. Nelson, Esq., at Susman Godfrey
L.L.P., in Seattle, Washington, on behalf of the Equity
Committee, said that WaMu, JPMorgan and the FDIC have disclosed
"very little information" regarding access to documents that
relate to WaMu Bank's failure as well as the Global Settlement
Agreement, according to Reuters.

Mr. Nelson held up a heavily redacted 238-page document from the
FDIC, which he said was the only document the government agency
turned over.  "It reads like a classified version of the Kennedy
assassination," Reuters quoted Mr. Nelson as saying.

The Court heeded the shareholders' sentiments at the June 3
hearing and directed the conduct of further talks among the
Equity Committee, WaMu, JPMorgan and the FDIC with respect to the
discovery requests.  Judge Walrath urged the parties "to try to
resolve their disputes" and report to the Court on the result of
those talks by June 17.

The Court's recent ruling is a delay in the confirmation process
of WaMu's cases.  WaMu, however, has no choice but to make way
for more consensual talks.  Recent reports note that WaMu has
agreed to meet with the shareholders.

Consequently, the Disclosure Statement hearing is also further
adjourned through the date the parties are to report back to the
Court.

The current version of the Disclosure Statement has been beset
with numerous objections from shareholders and certain other
parties.

Judge Walrath has also hinted at the June 3 hearing of a possible
reconsideration of an independent bankruptcy examiner in the WaMu
case, according to The Associated Press.

"Why should I not appoint an examiner which I will direct you
will give everything?" Reuters quoted Judge Walrath as asking at
the hearing, expressing frustration over WaMu lawyers who
defended their refusal to provide documents to shareholders.

The Court directed WaMu weeks ago to provide information to the
Equity Committee, but refused to appoint an independent examiner
to check on the fairness and reasonableness of the Global
Settlement Agreement.

Representing the Equity Committee, Mr. Nelson noted that he would
submit a new request to the Court for an examiner appointment,
Reuters noted.

                      About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over September 25 by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

Peter Calamari, Esq., and David Elsberg, Esq., at Quinn Emanuel
Urquhart Oliver & Hedges, LLP, served as legal counsel to WMI with
responsibility for the litigation.  Brian Rosen, Esq., at Weil,
Gotshal & Manges LLP served as legal counsel to WMI with
responsibility for the Chapter 11 case.

Bankruptcy Creditors' Service Inc. publishes Washington Mutual
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Washington Mutual Inc. (http://bankrupt.com/newsstand/or
215/945-7000).


WASHINGTON MUTUAL: Files Third Amended Plan & Disc. Statement
-------------------------------------------------------------
Washington Mutual, Inc., and WMI Investment Corp. submitted to
Judge Walrath a Third Amended Chapter 11 Plan of Reorganization
and Disclosure Statement on June 2, 2010.

WaMu President and Chief Executive Officer William C. Kosturos
relates that the Third Amended Plan and Disclosure Statement are
designed to address certain issues among the Plan proponents.

Among the modifications noted in the Third Amended Plan and
Disclosure Statement are items with respect to Reorganization
Items, Rights Offering, Bank Bondholder Claims, D&O Policies, and
litigation updates.

            Rights Offering, Reorganization Items

The Third Amended Plan contemplates that 140,000,000 shares of
duly authorized common stock will be issued by Reorganized WaMu
as of the Effective Date, with a par value of $1 per share.
Additional common stock to be issued as of the Effective Date
will be 100,000,000, at par value of $1 per share.

The previous version of the Plan contemplated that Reorganized
WaMu was to issue 5,600,000 shares of reorganized common stock,
and 4,000,000 share of additional common stock, at par value of
$25 per share at the Effective Date.

The Third Amended Plan also provides that more classes of claim
are entitled to receive a share of the creditor cash or elect to
receive shares of reorganized common stock.  Specifically:

  -- Each holder of an Allowed Senior Notes Claim, Allowed
     Senior Subordinated Notes Claim, Allowed General Unsecured
     Claim, Allowed CCB-1 Guarantees Claim, and Allowed CCB-2
     Guarantees Claim will be entitled to receive, on account of
     their Claim, their pro rata share of creditor cash and
     Liquidating Trust Interests; and

  -- Each holder of an Allowed Senior Notes Claim, Senior
     Subordinated Notes Claim, General Unsecured Claim, CCB-1
     Guarantees Claim, and CCB-2 Guarantees Claim will be
     provided with the right to elect to receive Reorganized
     Common Stock in lieu of Creditor Cash or cash on account of
     Liquidating Trust Interests.

In addition, each holder of an Allowed PIERS Claim will be
entitled to receive on account of its Claim its pro rata share of
Creditor Cash, Liquidating Trust Interests, and Reorganized
Common Stock; provided, however, that each holder of an Allowed
PIERS Claim will be provided with the right to elect to receive
additional Creditor Cash, Cash on account of Liquidating Trust
Interests, or Reorganized Common Stock, in lieu of Reorganized
Common Stock, Creditor Cash or Cash on account of Liquidating
Trust Interests.

The Debtors also disclose that the number of outstanding shares
of Series K Preferred Stock and Series R Preferred Stock has not
changed since the Petition Date.

                     Bank Bondholder Claims

The Debtors specifically clarify under the Third Amended Plan
that they reserve the right to, and intend to seek to,
subordinate certain of the Bank Bondholder Claims pursuant to
Section 510(b) of the Bankruptcy Code.  Bank Bondholder Claims
that are subordinated will receive the treatment contemplated by
the Plan for holders of Allowed Subordinated Claims in Class 18.

The Third Amended Disclosure Statement also reflects that certain
Bank Bondholders have expressed their intention to challenge the
Plan's proposed treatment of their claims.

                          D&O Policies

The Debtors disclose that the various director and officer
liability insurance policies they have acquired in connection
with indemnification obligations to their officers and directors
provide $250 million in coverage, subject to certain terms and
conditions.

                     Litigation Updates

The Debtors, in their Third Amended Plan, also apprise Judge
Walrath with updates with respect to, among others:

  * the adversary action styled Official Committee of Equity
    Security Holders v. WMI, et al., litigated in the Bankruptcy
    Court;

  * the action commenced by Broadbill Investment Corp. against
    WaMu, litigated in the Bankruptcy Court;

  * an action filed by Michael Willingham and Esopus Creek Value
    L.P. against WaMu in the Superior Court of the State of
    Washington for the County of Thurston; and

  * the proof of claim, asserting tax liability, filed by the
    California Franchise Tax Board against WaMu in the Chapter
    11 cases for $2,479,959,945.

The Debtors also submitted to the Court a revised proposed
approval order in light of the Third Amended Plan and Disclosure
Statement.

Full-text clean copies as well as blacklined versions of the WaMu
Third Amended Plan and Disclosure Statement are available for
free at:

  http://bankrupt.com/misc/WaMu_3rdAmendedPlan.pdf
  http://bankrupt.com/misc/WaMu_Blacklined3rdAmendedPlan.pdf
  http://bankrupt.com/misc/WaMu_3rdAmendedDS.pdf
  http://bankrupt.com/misc/WaMu_Blacklined3rdAmendedDS.pdf

               Debtors Respond to DS Objections

Denying many of the factual and legal assertions and
characterizations contained in the objections to the approval of
their Disclosure Statement accompanying their Chapter 11 Plan, as
amended, the Debtors maintain that the Objections "should be
overruled in their entirety."

In an omnibus response delivered to the Court, the Debtors
addressed issues raised by several parties-in-interest, Mark D.
Collins, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, relates.

The Debtors filed a third amended version of their Chapter 11
Plan and Disclosure Statement on June 2, 2010 and in this light,
specifically maintained that:

  (1) most of the Senior Notes Trustee's concerns have been
      resolved in the Third Amended Plan, concerning receipt of
      Reorganized Common Stock by Holders of Allowed Senior
      Notes Claims;

  (2) the Senior Notes Trustee's Objection regarding the
      proposed payment of JPMorgan Chase Bank, National
      Association to holders of REIT Series is "procedurally
      improper and immature;"

  (3) the status of the Global Settlement Agreement, as raised
      by the Washington Mutual Bank Noteholders Group, is "no
      longer relevant;"

  (4) the Noteholders' objections regarding the waiver of rights
      under the subordination provisions contained in the Plan,
      among other things, "are procedurally improper and
      immature;"

  (5) Wilmington Trust Company's objections on the adequacy of
      the Disclosure Statement "is quite vague and lack
      specifics;"

  (6) the concern of holders of Senior Notes issued by
      Washington Mutual Bank have been addressed, as financial
      information have been attached to the Third Amended Plan;

  (7) the Third Amended Disclosure Statement clarifies that the
      Debtors reserve the right to assert that the Bondholder
      Claims should be subordinated pursuant to Section 510 of
      the Bankruptcy Code;

  (8) the concerns of the Official Committee of Equity Security
      Holders have been resolved, as the Global Settlement
      Agreement, has been executed by all parties;

  (9) the Consortium of Trust Preferred Security Holders'
      request for disclosure of valuations of the Debtors'
      assets is no different than a request for additional
      disclosure regarding the merits of the Global Settlement
      Agreement;

(10) the objections of the U.S. Trustee and the Pension Benefit
      Guaranty Corp. are procedurally improper and premature,
      as they are objections to the confirmation of the Third
      Amended Plan;

(11) the concerns of the Official Committee of Unsecured
      Creditors are resolved in the Third Amended Disclosure
      Statement, with respect to disclosure of potential claims
      of the Debtors' estates against third parties; and

(12) all parties were able to execute the Global Settlement
      Agreement, resolving the objection of the Federal Deposit
      Insurance Corporation.

The Debtors also addressed the concerns of National Western Life
Insurance Company and its affiliates; America National Insurance
Company; Meltzer Investment and Walden Management Co. Pension
Plan Policemen's Annuity and Benefit Fund and Doral Bank Puerto
Rico; Ontario Teachers' Pension Plan Board; the California
Department of Toxic Substances Control; CDTSC; BKK Joint Defense
Group, Broadbill Investment Group; Nantahala Capital Partners,
LP; Blackwell Partners, LP; individual common equity interest
holders; and employees of Washington Mutual Bank, Mr. Collins
avers.

Mr. Collins adds that certain concerns raised Paulson & Co., Inc.
and WTC have been addressed in the Third Amended Plan.

A full-text copy of WaMu's Omnibus Response to the Disclosure
Statement Objections is available for free at:

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

                     More Objections Filed

More than 100 individual shareholders filed objections to the
Disclosure Statement.  They complain that the Disclosure
Statement lack information critical to an understanding of the
Proposed Global Settlement and thus, the Plan.  Moreover, the
Objecting Shareholders argue, the Debtors have been selling WaMu
assets with blatant disregard for the true value of those assets.

Separately, Donald Woo and Mallinath Suralikal expressed their
disappointment over the Global Settlement Agreement, which,
according to them, was created without the input of the Equity
Committee.

The FDIC, as receiver for Washington Mutual Bank noted that as
the Disclosure Statement "remain[s] subject to continuing
revisions," it may have objections with respect to the Disclosure
Statement as it is revised prior to, at and possibly after the
Disclosure Statement Hearing.  Accordingly, the FDIC-Receiver
reserves its rights as a party-in-interest to object to the
Disclosure Statement.

The hearing to consider approval of the Disclosure Statement has
been adjourned to June 17, 2010.

                      About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over September 25 by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

Peter Calamari, Esq., and David Elsberg, Esq., at Quinn Emanuel
Urquhart Oliver & Hedges, LLP, served as legal counsel to WMI with
responsibility for the litigation.  Brian Rosen, Esq., at Weil,
Gotshal & Manges LLP served as legal counsel to WMI with
responsibility for the Chapter 11 case.

Bankruptcy Creditors' Service Inc. publishes Washington Mutual
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Washington Mutual Inc. (http://bankrupt.com/newsstand/or
215/945-7000).


WASHINGTON MUTUAL: Opposes Equity Panel's Rule 2004 Exam
--------------------------------------------------------
Pursuant to Rule 2004 of the Federal Rules of Bankruptcy
Procedure, the Official Committee of Equity Security Holders for
Washington Mutual Inc. asks Judge Walrath to direct the Debtors to
(i) produce documents responsive to its documents requests; and
(ii) respond to certain interrogatories on or before June 15,
2010.

The Equity Committee specifically seeks, among other things:

  (1) Any analysis of the claims in the cases involving the
      Debtors and JP Morgan Chase or of the claims at issue in
      the Rule 2004 examination of JPMorgan that the Debtors
      conducted pursuant to a June 24, 2009 Court order;

  (2) Any analysis of claims against any current or former
      directors or officers of Washing Mutual Inc. or Washington
      Mutual Bank; and

  (3) Any analysis of any business tort claim against JPMorgan.

The Debtors oppose discovery into their privileged communications
and attorney work product.

Representing the Debtors, Rafael X. Zahralddin-Aravena, Esq., at
Elliott Greenleaf, in Wilmington, Delaware, asserts that the
discovery request lodged by the Official Committee of Equity
Security Holders must be denied for these independent grounds:

  * The request is undeniably for core, opinion attorney work
    product prepared for litigation intended to be kept
    confidential.  At a minimum, core work product is under a
    "virtually absolute" protection that the Equity Committee
    cannot overcome.

  * The request is deficient because it relies on a "fiduciary
    exception" in In re Garner v. Wolfinbarger, 430 F.2d 1093
    (5th Cir. 1970), to support its demand for privileged
    materials.  The Garner case notes that "a shareholder can
    obtain privileged materials from the corporation on a
    showing of good cause."  However, the Garner exception does
    not apply to the Debtors for these reasons: (1) The Garner
    exception is inapplicable to attorney work product; (2) The
    Equity Committee does not make the requisite threshold claim
    that the Debtors are breaching a fiduciary duty; and (3) The
    internal affairs doctrine dictates that state law is
    determinative, and Washington law does not recognize Garner
    and will not unless and until codified by state legislature.

  * Even if the Garner exception applies, the Equity Committee
    cannot show cause for the primary reason that a significant
    group of stakeholders -- the Debtors' creditors -- to whom
    the shareholders are subordinate to in bankruptcy do not
    support, and may be harmed by, the request.

  * Rule 502(d) of the Federal Rules of Evidence does not
    provide adequate assurance against waiver.  If the Debtors
    are forced to disclose privileged material pursuant to Rule
    502(d), they will be forced to withstand challenges in other
    proceedings pending across the country.

In this light, the Debtors ask the Court to deny the Equity
Committee's request.

The Official Committee of Unsecured Creditors joins in the
Debtors' objection.  The Creditors Committee insists that
granting the Equity Committee's request will harm creditors.
"Any further delay in confirmation of the Plan and approval of
the Global Settlement Agreement will harm creditors
significantly," John H. Schanne, II, Esq., at Pepper Hamilton
LLP, in Wilmington, Delaware, contends, counsel to the Creditors
Committee.

The Court scheduled a June 3, 2010 hearing for the request.  At
the hearing, the Court subsequently ordered the parties to engage
in further talks to iron out their arguments.

                      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).


WESTERN DAIRY: Taps Downey Brand to Handle Reorganization Case
--------------------------------------------------------------
Western Dairy Specialties, LLC, and Nevada Resource Dynamics, LLC,
ask the U.S. Bankruptcy Court for the District of Nevada for
permission to employ Downey Brand LLP as counsel.

Downey Brand will, among other things:

   -- prepare and file schedules, statement of financial affairs,
      and other related forms;

   -- represent the Debtors-in-possession at all meetings of
      creditors, hearings, and conferences, well as in any
      litigation arising in connection with the case; and

   -- prepare, file and present to the court a disclosure
      statement and plan of reorganization under Chapter 11 of the
      Bankruptcy Code.

Sallie B. Armstrong, Esq., an attorney at Downey Brand, tells the
Court that the firm received $55,000 retainer of which $35,086 was
applied to prepetition services.

The hourly rates of Downey Brand's personnel are:

     Ms. Armstrong, Esq., partner                   $390
     Michelle Kazmar, associate                     $325
     Donna Ellis, paralegal                         $135
     Attorneys                                  $170 - $425

Ms. Armstrong assures the Court that Downey Brand is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

The Debtors propose a hearing on Downey Brand's employment on
June 16, 2010, at 2:00 p.m.

Ms. Armstrong can be reached at:

     Downey Brand LLP
     427 West Plumb Lane
     Reno, NV 89509
     Tel: (775) 329-5900
     Fax: (775) 786-5443

                  About Western Dairy Specialties

Reno, Nevada-based Western Dairy Specialties, LLC, filed for
Chapter 11 bankruptcy protection on February 3, 2010 (Bankr. D.
Nev. Case No. 10-50307).  , who has an office in Reno, Nevada,
assists 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.  In their schedules, the Debtors
disclosed $26,245,940 in total assets and $30,711,185 in total
liabilities.


WYNDHAM WORLDWIDE: Sol Melia Deal Won't Move Moody's 'Ba1' Rating
-----------------------------------------------------------------
Moody's Investors Service said that Wyndham Worldwide
Corporation's announcement that its Wyndham Hotel Group business
unit has agreed to acquire the Tryp hotel brand from Sol Melia
Hotels & Resorts does not impact the company's Ba1 Corporate
Family Rating.

Moody's last rating action on Wyndham was on February 22, 2010
when Moody's assigned a Ba1 rating to Wyndham's senior unsecured
notes.

Wyndham Worldwide Corporation operates in three segments of the
hospitality industry -- lodging, vacation exchange and rentals,
and vacation ownership.  The company operates well known brand
names such as, Wyndham Hotels & Resorts, Ramada, Days Inn, and
RCI, among others.


WOODCREST CLUB: Sells Property to Vicenza for $19 Million
---------------------------------------------------------
The Hon. Dorothy T. Eisenberg of the U.S. Bankruptcy Court for the
Eastern District of New York authorized The Woodcrest Club, Inc.,
to sell the real property to Vicenza Properties, LLC, or its
assignee or designee for $19,000,000, free and clear of all liens,
claims, judgments and encumbrances and security interests.

The Debtor will sell the real property located at 225 Muttontown
Eastwoods Road, Muttontown, New York, and the associated personal
property as a prerequisite to the Debtor's ability to confirm
and consummate a chapter 11 plan of liquidation.

Jackson Development Group Ltd. will be granted a $280,000
termination fee to be paid at the closing of the sale.

Headquartered in Syosset, New York, The Woodcrest Club, Inc.,
operates storage units.  The Company filed for Chapter 11
bankruptcy protection on December 10, 2009 (Bankr. E.D. N.Y. Case
No. 09-79481).  Kenneth P. Silverman, Esq., and Gerard R. Luckman,
Esq., at Silverman Acampora LLP assist 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.


ZALE CORP: Files Fiscal Third Quarter Report on Form 10-Q
---------------------------------------------------------
Zale Corporation filed with the Securities and Exchange Commission
its fiscal third quarter report on Form 10-Q, for the period ended
April 30, 2010.

Zale reported a net loss of $12,095,000 for the three months ended
April 30, 2010, from a net loss of $19,545,000 for the same period
in 2009.  Zale reported a net loss of $65,152,000 for nine months
ended April 30, 2010, from a net loss of $99,703,000 for April 30,
2009.

Revenues were $359,843,000 for the three months ended April 30,
2010, from $379,110,000 for the same period in 2009.  Revenues
were $1,271,305,000 for the three months ended April 30, 2010,
from $1,422,630,000 for the same period in 2009.

As of April 30, 2010, the Company had total assets of
$1,147,891,000 against total current liabilities of $337,297,000,
long-term debt of $299,300,000, and other liabilities of
$184,879,000, resulting in stockholders' investment of
$326,415,000.

Under an agreement with Citibank (South Dakota), N.A., Citibank
provides financing for the Company's U.S. customers to purchase
merchandise through private label credit cards.  The agreement
also enables the Company to write credit insurance.  In December
2009, Citibank advised the Company of its intent not to renew the
U.S. Merchant Service Agreement.  As a result, the Citi Agreement
will expire in March 2011.  The agreement requires the Company to
maintain a minimum volume of credit sales that the Company
currently does not meet.  In June 2009, Citibank provided a waiver
associated with this covenant, which expired in March 2010.  On
March 8, 2010, the Company received written notice to terminate
the Agreement on August 29, 2010, for failure to meet the required
volume of credit sales, unless the Company pays Citibank
approximately $6 million based on the shortfall to the minimum
volume of credit sales on or before April 1, 2010.  The Company
said it is currently evaluating the available alternatives to
determine whether it will make the $6 million payment.  The
Company is currently in exclusive negotiations with Citibank
through June 15, 2010, to replace the Citi Agreement on or before
it expires or is terminated.  Through prior agreements dated
March 29, 2010 and April 29, 2010, Citibank agreed to extend the
April 1, 2010 payment deadline to May 31, 2010.  On May 28, 2010,
Citibank agreed to further extend the payment deadline until June
15, 2010.  The discussions with Citibank are in the preliminary
stages; therefore, the Company said it is unable to assess whether
they will be successful.  Conditions in the U.S. credit markets
are volatile and it is unclear if, or under what terms, the
Company will be able to secure a financing arrangement with
Citibank or another provider for use by the Company's customers.

Zale warned if it is unable to replace the Citi Agreement, its
customers will have less credit available to them and its sales
and earnings will be negatively impacted.  Since some of the
customers that would otherwise use the credit provided by Citibank
may have alternative sources of credit or may pay in cash, it is
impossible for the Company to quantify the likely impact.
However, if the Company is unable to realize all of the sales
currently financed under the Citi Agreement, the adverse
consequences would be material and would likely impact the
Company's ability to continue to operate.

"In addition, were we to no longer have a private label credit
card agreement with Citibank or some other provider in the U.S.,
we would no longer provide credit insurance, which generated
revenues of $6.8 million in the U.S. for the nine months ended
April 30, 2010.  Customers use our financing agreement with
Citibank to pay for approximately 40 percent of purchases in the
U.S.  In February 2010, Citibank advised us of its intention to
tighten certain customer approval criteria and to close certain
high risk accounts.  This change will reduce the availability of
credit to our customers, which will negatively impact our sales
and earnings," Zale said.

A full-text copy of the Company's Form 10-Q report is available at
no charge at http://ResearchArchives.com/t/s?646b

                         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.


* Ex-Ladenburg Bankers Launch Cassel Salpeter & Co. LLC
-------------------------------------------------------
A team of investment bankers who worked for Ladenburg Thalmann &
Company launched their own investment banking firm, Cassel
Salpeter & Co. LLC, James S. Cassel -- jcassel@cs-ib.com -- the
chairman of the start-up venture, reported.  His colleague from
Ladenburg and a name partner at the new firm Scott E. Salpeter --
ssalpeter@cs-ib.com -- will serve as president.

The new firm will provide investment banking services with special
emphasis on mergers and acquisitions, fairness opinions,
valuations, corporate restructuring and financial advisory.
Likewise, the Cassel Salpeter team will focus on serving those
types of clients it has previously worked with so extensively:
middle-market, public and privately-held companies.

"Scott and I have proven to be a dynamic team, both at Capitalink
and more recently as colleagues at Ladenburg Thalmann," said James
Cassel.  "We had a great run at Ladenburg, but leading a boutique
investment banking firm is much closer to our roots and better
allows us to provide independent, unbiased advisory services that
leverage our knowledge, experience, and extensive contacts on
behalf of our clients."

"Between Jim and me, we have a huge network of professional
advisors -- lawyers, accountants, private equity firms, and fellow
investment bankers -- who have seen us in action and who respect
the good work we do.  As a result, the interest in our new firm,
even at this nascent phase, has been reassuring and predictive of
a very exciting future," said Scott Salpeter.

In addition to Messrs. Cassel and Salpeter, Marcus Wai, formerly
of Ladenburg Thalmann & Capitalink, has joined the firm as a vice
president; and Chris Mansueto, formerly of Ladenburg Thalmann and
Kaufman & Rossin, has joined the firm as an associate.

The new company will be located at One Brickell Square in downtown
Miami's Brickell Avenue corridor.  The company's Web site address
is http://www.casselsalpeter.com


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

June 17-20, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa, Traverse City, Mich.
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 7-10, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Ocean Edge Resort, Brewster, Massachusetts
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Conference
        The Ritz-Carlton Amelia Island, Amelia, Fla.
           Contact: http://www.abiworld.org/

Aug. 3, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Atlanta Consumer Bankruptcy Skills Training
        Georgia State Bar Building, Atlanta, Ga.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 5-7, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 11-14, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Hawai.i Bankruptcy Workshop
        The Fairmont Orchid, Big Island, Hawaii
           Contact: 1-703-739-0800; http://www.abiworld.org/

Sept. 14, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     ABI/NYIC Golf and Tennis Fundraiser
        Maplewood Golf Club, Maplewood, N.J.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Sept. 20, 2010 (tentative)
  AMERICAN BANKRUPTCY INSTITUTE
     Complex Financial Restructuring Program
        Fordham Law School, New York, N.Y.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Sept. 23-25, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Southwest Bankruptcy Conference
        Four Seasons Las Vegas, Las Vegas, Nev.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 1, 2010 (tentative)
  AMERICAN BANKRUPTCY INSTITUTE
     ABI/UMKC Midwestern Bankruptcy Institute
        Kansas City Marriott Downtown, Kansas City, Kan.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 6-8, 2010
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        JW Marriott Grande Lakes, Orlando, Florida
           Contact: http://www.turnaround.org/

Oct. 11, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Chicago Consumer Bankruptcy Conference
        Standard Club, Chicago, Ill.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 15, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     NCBJ/ABI Educational Program
        Hilton New Orleans Riverside, New Orleans, La.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 29, 2010 (tentative)
  AMERICAN BANKRUPTCY INSTITUTE
     International Insolvency Symposium
        The Savoy, London, England
           Contact: 1-703-739-0800; http://www.abiworld.org/

Nov. __, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Delaware Views from the Bench and Bankruptcy Bar
        Hotel du Pont, Wilmington, Del.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Nov. 11, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Detroit Consumer Bankruptcy Conference
        Hyatt Regency Dearborn, Dearborn, Mich.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Dec. 9-11, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Winter Leadership Conference
        Camelback Inn, a JW Marriott Resort & Spa,
        Scottsdale, Ariz.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Dec. 2-4, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     22nd Annual Winter Leadership Conference
        Camelback Inn, Scottsdale, Arizona
           Contact: 1-703-739-0800; http://www.abiworld.org/

Jan. 20-21, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Rocky Mountain Bankruptcy Conference
        Westin Tabor Center, Denver, Colo.
           Contact: 1-703-739-0800; http://www.abiworld.org/

January 26-28, 2011
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Distressed Investing Conference
        Aria Las Vegas
           Contact: http://www.turnaround.org/

Mar. 31-Apr. 3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 9-12, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa, Traverse City, Mich.
              Contact: http://www.abiworld.org/

July 21-24, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Hyatt Regency Newport, Newport, R.I.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 4-6, 2011  (tentative)
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hotel Hershey, Hershey, Pa.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 14, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     NCBJ/ABI Educational Program
        Tampa Convention Center, Tampa, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 25-27, 2011
  TURNAROUND MANAGEMENT ASSOCIATION
     Hilton San Diego Bayfront, San Diego, CA
        Contact: http://www.turnaround.org/

Dec. 1-3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     23rd Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, Calif.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 19-22, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Workshop
        The Ritz-Carlton Amelia Island, Amelia Island, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 2-4, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Nov. 29 - Dec. 2, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Winter Leadership Conference
        JW Marriott Starr Pass Resort & Spa, Tucson, Ariz.
           Contact: 1-703-739-0800; http://www.abiworld.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.

Last Updated: May 24, 2010



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard
C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez,
Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2010.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


                  *** End of Transmission ***