TCR_Public/100610.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, June 10, 2010, Vol. 14, No. 159

                            Headlines

30-32 OLIVER: Voluntary Chapter 11 Case Summary
143 LEWISVILLE: Section 341(a) Meeting Scheduled for July 2
143 LEWISVILLE: Taps Quilling Selander as General Counsel
ACCREDITED HOME: Has Plan Exclusivity until July 21
ADVANTA CORP: Sells Long-Dated 'Zeros' for 75% of Accreted Value

ADVANTA CORP: Court Extends Claims Bar Date until June 28
ADVANTA CORP: Has Until September 6 to File Chapter 11 Plan
AGRIPROCESSORS INC: Ex-CEO Acquitted of Child Labor Charges
AIROCARE INC: Section 341(a) Meeting Scheduled for July 8
ALTEGRITY INC: Kroll Deal Won't Affect Moody's 'B3' Rating

AMBAC FINANCIAL: Warns It May Default on Debt This Year
AMBAC FINANCIAL: Discloses Outstanding Single Risk Exposures
AMERICAN INT'L: To Take Time to Explore Options for AIA
AMERICAN INT'L: Bernanke Believes Firm to Repay Bailout
ANCHORAGE SPORTSPLEX: Files for Chapter 11 Bankruptcy in Alaska

ARLINGTON HILLS: Case Summary & 12 Largest Unsecured Creditors
ATP OIL: S&P Downgrades Rating to CCC+/Negative/--
BADGER DRILLING: Case Summary & 3 Largest Unsecured Creditors
BANK OF AMERICA: Countrywide to Pay $108MM to Settle FTC Charges
BARCALOUNGER CORP: To Hold Auction for Assets on August 16

BEAR ISLAND: Asks for Plan Exclusivity Extension
BLACK CROW: GECC Appeals DIP Financing Approval
BLOCKBUSTER INC: Glass Recommends Vote 'For' 7 Director Nominees
BLOCKBUSTER INC: Noteholders Offer Financing for Chapter 11
BLUE SKY: Bankr. Administrator Wants Case Dismissed or Converted

BLUMENTHAL PRINT: PBGC Takes Responsibility for Pension Plan
BP PLC: Oil Spill Prompts Calls for Bankruptcy, Receivership
CAMP COOLEY: Has Exclusive Right to File Plan until June 21
CANWEST GLOBAL: Unsecured Creditors Meeting Adjourned to June 14
CARVER YACHTS: Obtains $1.5 Million Loan to Create Jobs

CENTRAL FALLS, R.I.: Court Holds Hearing for Permanent Receiver
CENTRAL METAL: Court Continues Plan Outline Hearing until July 22
CHENIERE ENERGY: To Add Liquefaction Capabilities at Sabine Pass
CHINA HEALTH: Wong Yuen Yee Resigns as Director
CHRYSLER LLC: New Chrysler Slashes Production Cost for Vehicles

CHRYSLER LLC: Reasonably Positioned for Growth, Says Treasury
CHRYSLER LLC: Sen. Durbin Pushes for Belvidere Plant Expansion
CIRCUIT CITY: Judge Denies Class Treatment of Proofs of Claim
CITIGROUP INC: Files Annual Reports for 401(k) Plans
CITY CAPITAL: Chief Operating Officer Connor Elected as Director

COHARIE HOG: Wants Until July 14 to Propose Chapter 11 Plan
COLONIAL BANCGROUP: Asks for Plan Exclusivity until August 20
CONCORD CAMERA: Files Form S-8 POS to Cancel Shares Offering
COOPER-STANDARD: Looking for Acquisitions after Bankruptcy Exit
CORNERSTONE DIAMONDS: Reaches Settlement with Secured Lender

DBSD NORTH AMERICA: Gets Longer Exclusivity After Confirming Plan
DEER VALLEY: Files Schedules of Assets and Liabilities
DEER VALLEY: Taps Deer Donald W. Powell as Bankruptcy Counsel
DEER VALLEY: U.S. Trustee Unable to Form Creditors Committee
DOLLAR GENERAL: S&P Raises Corporate Credit Rating to 'BB'

DRUG FAIR: Wins Confirmation of Liquidating Plan
DUNE ENERGY: Annual Stockholders Meeting Moved to June 18
EAST CAMERON: Plan Outline Hearing Continued until June 22
ELBA ANDRADE: Case Summary & 14 Largest Unsecured Creditors
ENPRO INDUSTRIES: Gets Waiver of Default from Garlock Bankruptcy

EXELTECH AEROSPACE: Bombardier Plans to Acquire Hangar
FRASER PAPERS: Delays Filing of First Quarter Financials
FREDDIE MAC: Amends Bylaws to Revise Notice Provisions
GARLOCK SEALING: EnPro Conf. Call Discusses Asbestos Claims
GARLOCK SEALING: EnPro Industries May Record Gain in Q2

GARLOCK SEALING: Proposes Asbestos Claimants' Notice Procedures
GARLOCK SEALING: Seeks July 20 Extension for Schedules
GARLOCK SEALING: EnPro Has Interim Injunction for Asbestos Suits
GENERAL GROWTH: May Turn Over 13 Properties Upon Emergence
GENERAL GROWTH: Phase II Mall, 5 Others Emerge from Ch. 11

GENERAL GROWTH: Sticks with Brookfield's Offer for Plan
GENERAL LAND: Voluntary Chapter 11 Case Summary
GOLDBERG-BAYMEADOWS: U.S. Trustee Unable to Form Creditors Panel
GOLDSPRING INC: Gets FINRA Approval for Reverse Stock Split
GRAHAM PACKAGING: Lennox Replaces Sudan as Food & Bev Chief

GULF FLEET: Thoma-Sea Challenges Non-Appointment to Committee
HARRAH'S ENTERTAINMENT: Files Prospectus for Resale of Notes
HARRAH'S ENTERTAINMENT: Paulson, Apollo & TPG Ink Investment Deal
HARTMARX CORP: Wins Nod of Settlement with Lenders
HELIX ENERGY: S&P Downgrades Rating to B/Negative/--

HENRY MARINE: Voluntary Chapter 11 Case Summary
HERCULES OFFSHORE: S&P Downgrades Rating to B-/Negative/--
HIT ENTERTAINMENT: Moody's Affirms 'B3' Corporate Family Rating
HOLDINGS GAMING: S&P Downgrades Default Rating to 'Caa3/LD'
HOLLAND & HOLLAND: Case Summary & 18 Largest Unsecured Creditors

HOLLEY PERFORMANCE: Wins Confirmation of Chapter 11 Plan
HORNBECK OFFSHORE: S&P Downgrades Rating to B+/Negative/--
JONES APPAREL: $180 Mil. Expense Won't Affect Moody's 'Ba2' Rating
K-V PHARMACEUTICAL: Sets Record Date for Stockholder Action
KC'S PUB: Dram Shop Coverage Not Required for Chapter 11 Debtor

LEAP WIRELESS: Russ Merbeth to Lead New Cricket Operations
LEHMAN BROTHERS: Seeks $255MM to Protect Park Avenue Investment
LEHMAN BROTHERS BANKHAUS: Holds 4.9% of Electronic Sensor Shares
LEVEL 3: Exchange Offer for 10% Notes to Expire July 6
LIONS GATE: Icahn Group to Acquire Firm's Common Shares

LNR PROPERTY: Vornado & Other Creditors to Acquire Stake
LODGENET INTERACTIVE: Victorian Capital Holds 2.90% of Shares
LTV STEEL: National Union Denied Expenses for Workers' Claim
MAJESTIC LIQUOR: Case Summary & 20 Largest Unsecured Creditors
MAMMOTH HENDERSON: Plan Outline Hearing Continued until July 28

MEDICAL STAFFING: Forbearance Moved to June 30; May Seek Ch. 11
MEDSCI DIAGNOSTICS: Case Summary & 20 Largest Unsecured Creditors
MSJ INVESTMENT: U.S. Trustee Wants Case Dismissed or Converted
NEFF CORP: Reveals DIP Lender Fees to Resolve US Trustee Complaint
NEOSE TECHNOLOGIES: Discloses Final Liquidating Distribution

NEW YORK TIMES: Circulation Holding Up to WSJ Assault
NORTEL NETORKS: Closes Sale of CVAS Business to Genband
NORTEL NETORKS: Courts Approve Sale of CALA GSM Biz
NORTEL NETORKS: Proposes to Probe Verizon on $11.2MM Claim
NORTH AMERICAN PETROLEUM: Org. Meeting to Form Panel on June 10

NUTRACEA: Appoints New Chief Financial Officer
OSI RESTAURANT: Could Not to Find Buyer for Outback Overseas
PACIFIC ETHANOL: 4 Plants Win Approval of Reorganization Plans
PACIFIC ETHANOL: Units to Emerge from Ch. 11 at End of June
PAYNES KNOB: Voluntary Chapter 11 Case Summary

PENN TRAFFIC: U.S. Trustee Objects to Bonuses
PERFORMA ENTERTAINMENT: Files for Ch. 11 Bankruptcy in Tennessee
PFF BANCORP: Reaches Deal with FDIC to Put Tax Refunds into Escrow
PHOENIX FOOTWEAR: Stockholders Elect Six Nominees for Directors
PLANET ORGANIC: Ontario Court OKs Sale of Assets to Catalyst

PROTECTION ONE: GTCR Completes Acquisition
REDWINE AVIATION: Case Summary & 2 Largest Unsecured Creditors
REDWINE KINTA: Case Summary & Largest Unsecured Creditor
REDWINE OIL: Case Summary & Largest Unsecured Creditor
REVLON INC: RCPC Offers to Exchange Old 9-3/4% Notes Due 2015

REVLON INC: Reports Results of June 3 Stockholders' Meeting
REVLON INC: Stockholders Approve Re-Election of 11 Directors
RICCO INC: Promises to Pay Primary Loan from Sale Proceeds
RIGGING & WELDING: Final Cash Collateral Hearing Set for June 17
RIVER ROAD: Court to Consider OK of Auction of InterContinental

RIVIERA HOLDINGS: Raises Annual Salary of Marchionne & Simons
ROBIN ARBURY: Case Summary & 20 Largest Unsecured Creditors
ROTHSTEIN ROSENFELDT: Founder Gets 50-Year Prison Sentence
SAINT VINCENTS: Trust Monitor Files Adversary Case Against Lender
SALPARE BAY: Files for Chapter 11 Bankruptcy in Oregon

SALPARE BAY: Case Summary & 20 Largest Unsecured Creditors
SENCORP: Plan's Non-Consensual Third-Party Releases Rejected
SILICON GRAPHICS: Appeals Court Rejects AMD License Defense
SINCLAIR BROADCAST: Shareholders Approve Term of Bonus Program
SMURFIT-STONE: Enters Into Long-Term Packaging Deal with Calavo

SMURFIT-STONE: Termination Date of Calpine Cash Use Extended
SOUTH BEACH SECURITIES: 7th Cir. Says Dismissal Was Appropriate
SPANSION INC: Settles WARN Lawsuit for $8.57 Million
SPECIALTY PRODUCTS: Organizational Meeting to be Held on June 10
SPHERIS INC: Sells Notes for More Than Redemption Price

STATION CASINOS: Disclosure Statement Hearing Moved to July 15
STATION CASINOS: Lazard Charges $1.2MM for Dec.-March Work
STATION CASINOS: Revises Rules for August 6 Auction for All Assets
STERLING FIN'L: Discloses Pending Appointment of Credit Officer
SUNRISE SENIOR: Registers 2.5MM Shares under 2008 Incentive Plan

SPHERIS INC: Sells Notes for More Than Redemption Price
STATION CASINOS: Disclosure Statement Hearing Moved to July 15
STATION CASINOS: Lazard Charges $1.2MM for Dec.-March Work
STATION CASINOS: Revises Rules for August 6 Auction for All Assets
TEXAS RANGERS: Hires AlixPartners LLP as Claims and Notice Agent

TEXAS RANGERS: Seeks Court Okay to Hire Weil Gotshal as Counsel
TEXAS RANGERS: Taps Perella Weinberg as Financial Advisor
TEXAS RANGERS: U.S. Trustee Forms 3-Member Creditors Committee
TIMOTHY JOHN: Files Schedules of Assets & Liabilities
TIMOTHY HEILMAN: Gets Court's Final Nod to Use Cash Collateral

TIMOTHY HEILMAN: Gets Final Okay to Obtain DIP Financing
TOUSA INC: Proposes Reflection Lakes Settlement
TOUSA INC: Proposes to Terminate 401(k) Pension Plan
TOUSA INC: Wants to Extend Incentive Plan for Remaining Staff
TP INC: Has Until June 29 to Propose Chapter 11 Plan

TRIBUNE CO: CNLBC Claims Bar Date Set for July 26
TRIBUNE CO: To Present Plan for Confirmation on August 16
UAL CORP: United Reports May 2010 Operational Performance
US AIRWAYS: Appeals Court Rules in Favor of Pilots
US AIRWAYS: Live Webcast of Annual Shareholders Meet Today

US AIRWAYS: Seeks Dismissal of Holcombe's Remand Claims
USEC INC: Noble Group Acquires 5.13% Equity Stake
VERENIUM CORPORATION: Gerald Haines to Resign as Exec. Vice Pres.
VINCENT COLBERT: Case Summary & 20 Largest Unsecured Creditors
WASHINGTON MUTUAL: FDIC Opposes Equity Panel's Rule 2004 Exam

WASHINGTON MUTUAL: JPM Opposes Equity Panel's Rule 2004 Exam
WASHINGTON MUTUAL: Shareholders Re-File Request for Examiner
WASHINGTON MUTUAL: U.S. Trustee Appeals Examiner Denial Order
WATSON PHARMACEUTICALS: Moody's Lifts Senior Note Rating From Ba1
WILLIAM K HAINES: Has Until July 14 to File Reorganization Plan

YL WEST: U.S. Trustee Forms 5-Member Creditors Committee
ZALE CORPORATION: To Remove Common Stock Fund

* Bankrupt Lawyers Can't Erase Contempt Debt, Appeals Court Says
* Hedge Fund Liquidations Rise Despite Gains, HFR Says
* "Retailers at a Crossroads," CIT's Feinberg Reports

* Focus Management Adds Anthony Wolf as Managing Director
* Two Restructuring Pros Join Willkie Farr

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


                            *********



30-32 OLIVER: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: 30-32 Oliver Street Corporation
        200 Newbury Street, 4th Floor
        Boston, MA 02116

Bankruptcy Case No.: 10-16173

Chapter 11 Petition Date: June 4, 2010

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

Judge: Joan N. Feeney

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 Company did not file a list of creditors together with its
petition.

The petition was signed by Carol S. Parks.

Debtor-affiliates that filed separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
The 131 Arlington Street Trust,       10-16177            06/04/10
   a Massachusetts business trust
  Assets: $1,000,001 to $10,000,000
  Debts: $100,000,001 to $500,000,000
General Land Corporation              10-16174            06/04/10
  Assets: $1,000,001 to $10,000,000
  Debts: $100,000,001 to $500,000,000
100 Stuart Street, LLC                10-14534            04/28/10
Auto Sales & Service, Inc.            10-14528            04/28/10
Frank Sawyer Corporation              10-14533            04/28/10
General Trading Company               10-14532            04/28/10
SW Boston Hotel Venture, LLC          10-14535            04/28/10


143 LEWISVILLE: Section 341(a) Meeting Scheduled for July 2
-----------------------------------------------------------
The U.S. Trustee for Region 6 will convene a meeting of 143
Lewisville Partners, LLC's creditors on July 2, 2010, at
10:30 a.m.  The meeting will be held at 2000 E. Spring Creek
Parkway, Plano, TX 75074.

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.

Plano, Texas-based 143 Lewisville Partners, LLC, filed for Chapter
11 bankruptcy protection on May 29, 2010 (Bankr. E.D. Tex. Case
No. 10-41789).  Kenneth A. Hill, Esq., at Quilling, Selander,
Cummiskey & Lownds, assists the Company in its restructuring
effort.  The Company estimated its assets and debts at $10,000,001
to $50,000,000.


143 LEWISVILLE: Taps Quilling Selander as General Counsel
---------------------------------------------------------
143 Lewisville Partners, LLC, has asked for authorization from the
U.S. Bankruptcy Court for the Eastern District of Texas to employ
Quilling, Selander, Cummiskey & Lownds, P.C., as general counsel.

QSC&L will:

     (a) furnish legal advice to the Debtor with regard to its
         powers, duties and responsibilities as a debtor in
         possession and the continued management of its affairs
         and assets under Chapter 11;

     (b) prepare applications motions, answers, orders, reports
         and other legal papers;

     (c) prepare a disclosure statement and plan of reorganization
         and other services incident thereto; and

     (d) perform other legal services for the Debtor which may be
         necessary in the case.

QSC&L will be paid based on the hourly rates of its personnel:

         Shareholders                   $275-$375
         Associates                     $150-$275
         Paralegals                     $100-$125

Kenneth A. Hill, a shareholder at QSC&L, assures the Court that
the firm is "disinterested" as that term is defined in Section
101(14) of the Bankruptcy Code.

Plano, Texas-based 143 Lewisville Partners, LLC, filed for Chapter
11 bankruptcy protection on May 29, 2010 (Bankr. E.D. Tex. Case
No. 10-41789).  The Company estimated its assets and debts at
$10,000,001 to $50,000,000.


ACCREDITED HOME: Has Plan Exclusivity until July 21
---------------------------------------------------
Bill Rochelle at Bloomberg News reports that Accredited Home
Lenders Holding Co. sought and obtained an extension of the
exclusive right to propose a Chapter 11 plan until July 21.  The
Official Committee of Unsecured Creditors consented to the
extension.  The Company previously said it's near the filing of a
Chapter 11 plan incorporating a settlement where the owner Lone
Star Funds would pay $10.5 million cash.

                       About Accredited Home

Accredited Home Lenders Holding Co. -- http://www.accredhome.com/
-- is a mortgage banker servicing U.S. markets for conforming and
non-prime residential mortgage loans operating throughout the U.S.
and in Canada.  Founded in 1990, the company is headquartered in
San Diego.  The Company was acquired by Lone Star Funds for
$300 million in October 2007.  Lone Star also owns Bruno's
Supermarkets LLC and Bi-Lo LLC, two grocery retailers in Chapter
11.

Accredited Home and its affiliates filed for Chapter 11 on May 1,
2009 (Bankr. D. Del. Lead Case No. 09-11516).  Gregory G. Hesse,
Esq., Lynnette R. Warman, Esq., and Jesse T. Moore, Esq., at
Hunton & William LLP, represent the Debtors as counsel.  Laura
Davis Jones, Esq., James E. O'Neill, Esq., and Timothy P. Cairns,
Esq., at Pachulski Stang Ziehl & Jones LLP, serve as Delaware
counsel.  Kurtzman Carson Consultants is the Debtors' claims
agent.  Andrew I Silfen, Esq., Schuyler G. Carroll, Esq., Robert
M. Hirsch, Esq., at Arent Fox LLP in New York, and Jeffrey N.
Rothleder, Esq., at Arent Fox LLP in Washington, DC, represent the
official committee of unsecured creditors as co-counsel.  Neil R.
Lapinski, Esq., and Shelley A. Kinsella, Esq., at Elliott
Greenleaf, represent the Committee as Delaware and conflicts
counsel.

According to its bankruptcy petition, Accredited Home's assets
range from $10 million to $50 million and its debts from
$100 million to $500 million.

Accredited sold the mortgage servicing business in July 2009.


ADVANTA CORP: Sells Long-Dated 'Zeros' for 75% of Accreted Value
----------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Advanta Corp. won
approval from the bankruptcy judge to sell long-dated zero-coupon
bonds at a fraction of face value.  Advanta was holding
$1.49 million in face amount of zero-coupon subordinated bonds
issued by the Delaware State Housing Authority.  The authority
offered to repurchase the bonds for $346,000, representing 75% of
their $457,000 accreted value.

According to the report, Advanta also received from the bankruptcy
judge a Sept. 6 extension of the exclusive right to propose a
Chapter 11 plan.

                       About Advanta Corp.

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

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

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


ADVANTA CORP: Court Extends Claims Bar Date until June 28
---------------------------------------------------------
The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware extended from May 14, 2010, to June 28, 2010,
the deadline for any individual or entity to file proofs of claim
against Advanta Corp. and its debtor-affiliates.

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

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

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


ADVANTA CORP: Has Until September 6 to File Chapter 11 Plan
-----------------------------------------------------------
The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware extended Advanta Corp. and its debtor-
affiliates' exclusive periods to file and solicit acceptances for
a Chapter 11 plan until September 6, 2010, and November 3, 2010,
respectively.

The Debtors would use the additional time to work with the
Committee to formulate a consensual Chapter 11 Plan.

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

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

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


AGRIPROCESSORS INC: Ex-CEO Acquitted of Child Labor Charges
-----------------------------------------------------------
Jacqueline Palank at Dow Jones' Daily Bankruptcy Review reports
that former Agriprocessors executive Sholom Rubashkin has been
acquitted of charges that he allowed minors to work at his kosher
meatpacking plant, the first legal victory he's scored in a long
time.  After a five-week trial in an Iowa state court and 12 hours
of deliberations, a seven-person jury on Monday cleared
Mr. Rubashkin of the 67 misdemeanor charges in a verdict that made
Rubashkin crack a smile in court and drew the praise of his
defense attorneys.

                     About Agriprocessors Inc.

Headquartered in Postville, Iowa, Agriprocessors Inc. --
http://www.agriprocessor.com/-- operated a kosher meat and
poultry packing processors located at 220 North West Street.  The
Company maintains an executive office with 50 employees at 5600
First Avenue in Brooklyn, New York.  The Company filed for Chapter
11 protection on November 4, 2008 (Bankr. E.D.N.Y. Case No. 08-
47472).  The case, according to McClatchy-Tribune, has been
transferred to Iowa.  Kevin J. Nash, Esq., at Finkel Goldstein
Rosenbloom & Nash, represents the Company in its restructuring
effort.  In its petition, the Company listed assets of
$100 million to $500 million and debts of $50 million to
$100 million.

Agriprocessors Inc.'s reorganization case has been converted to
liquidation under Chapter 7, at the consent of the Chapter 11
trustee appointed to take over the estate.  The Chapter 11 trustee
will now serve as trustee in the Chapter 7 case to liquidate the
Debtor's remaining assets and provide distributions to creditors.


AIROCARE INC: Section 341(a) Meeting Scheduled for July 8
---------------------------------------------------------
The U.S. Trustee for Region 4 will convene a meeting of AirOcare,
Inc.'s creditors on July 8, 2010, at 10:30 a.m.  The meeting will
be held at the Office of the U.S. Trustee (Chapter 11), 115 South
Union Street, Suite 208, Alexandria, Virginia.

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.

Dulles, Virginia-based AirOcare, Inc., filed for Chapter 11
bankruptcy protection on May 29, 2010 (Bankr. E.D. Va. Case No.
10-14519).  Lawrence Allen Katz, Esq., at Venable LLP, assists the
Company in its restructuring effort.  The Company listed
$10,000,001 to $50,000,000 in assets and $1,000,001 to $10,000,000
in liabilities.


ALTEGRITY INC: Kroll Deal Won't Affect Moody's 'B3' Rating
----------------------------------------------------------
Moody's Investors Service said Altegrity's B3 Corporate Family
Rating and stable outlook are currently unchanged after the
company announced a definitive agreement under which Altegrity
will acquire Kroll Inc., a subsidiary of Marsh & McLennan
Companies, Inc. (Baa2, stable).

The last rating action on Altegrity occurred on January 5, 2009,
when Moody's affirmed the B3 Corporate Family Rating.

Altegrity, Inc, is a global screening and security solutions
company headquartered in Falls Church, Virginia.  In the twelve
months ended March 31, 2010, the company reported revenues of
$879 million.


AMBAC FINANCIAL: Warns It May Default on Debt This Year
-------------------------------------------------------
Ambac Financial Group Inc. said in a regulatory filing that
bankruptcy is among its alternatives given that it won't be
receiving dividends from the operating companies that insure
bonds.  Ambac said it might default on debt payments this year,
even before liquidity runs out.

On June 7, 2010, Ambac Assurance Corporation, the principal
operating subsidiary of Ambac Financial, entered into a Settlement
Agreement with the counterparties to outstanding credit default
swaps with Ambac Credit Products, LLC, that were guaranteed by
AAC.  Pursuant to the terms of the Settlement Agreement, in
exchange for the termination of the Commuted CDO of ABS
Obligations, AAC paid to the Counterparties in the aggregate (i)
$2.6 billion in cash and (ii) $2 billion of newly issued surplus
notes of AAC.  In addition, effective June 7, 2010, the
outstanding credit default swaps with the Counterparties remaining
in the general account of AAC have been amended to remove certain
events of default and termination events, as set forth in the
Settlement Agreement.

In the disclosure with the Securities and Exchange Commission,
Ambac Financial said, "The Company's liquidity and solvency, both
on a near-term basis and a long-term basis, are largely dependent
on dividends and other payments from AAC and on the value of AAC
after the Surplus Notes have been redeemed, repurchased or repaid
in full.  The Company's principal uses of liquidity are for the
payment of principal (including maturing principal in the amount
of $142.5 million on its 9.375% senior notes due August 2011) and
interest on its debt (including annual interest expense of
approximately $88.7 million, after taking into account the
deferral of interest on the DISCs), its operating expenses, and
capital investments in and loans to its subsidiaries.  Further,
other contingencies (e.g., an unfavorable outcome in the
outstanding class action lawsuits against the Company) could cause
additional strain on its capital and liquidity.  It is highly
unlikely that AAC will be able to make dividend payments to the
Company for the foreseeable future."

"While management believes that the Company will have sufficient
liquidity to satisfy its needs through the second quarter of 2011,
no guarantee can be given that it will be able to pay all of its
operating expenses and debt service obligations thereafter, and
its liquidity may run out prior to the second quarter of 2011.
Further, prior to the second quarter of 2011, and as early as the
second quarter of 2010, the Company may decide not to pay interest
on its debt.  The failure by the Company to pay interest or
principal on its debt when due would result in an event of
default, thereby permitting the debt holders to accelerate the
maturity of the Company's outstanding debt.  As a result, the
Company may consider, among other things, raising additional
capital to the extent possible, a negotiated restructuring of its
outstanding debt through a prepackaged bankruptcy proceeding or a
bankruptcy without agreement concerning a plan of reorganization
with major creditor groups.  No assurance can be given that the
Company will be successful in executing any or all of these
strategies."

A full-text copy of the SEC filing is available for free
at http://researcharchives.com/t/s?6490

                       About Ambac Financial

Headquartered in New York, Ambac Financial Group, Inc., through
its subsidiaries, provided financial guarantees and financial
services to clients in both the public and private sectors around
the world.

The Company's balance sheet as of December 31, 2009, showed
$18.886 billion in assets and $20.520 billion in debts, resulting
in a stockholders' deficit of $1.634 billion.

KPMG LLP, in New York, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the significant deterioration of the
guaranteed portfolio coupled with the inability to write new
financial guarantees has adversely impacted the business, results
of operations and financial condition of the Company's operating
subsidiary.  KPMG also noted of the Company's limited
liquidity.


AMBAC FINANCIAL: Discloses Outstanding Single Risk Exposures
------------------------------------------------------------
Ambac Financial Group, Inc., has disclosed its March 31, 2010
portfolio of financial guarantee liability exposures adjusted for
the impact of the previously announced commutations, including the
commutation of $16.4 billion of CDO of ABS exposure.
Additionally, Ambac has disclosed updated detailed information
about its financial guarantee investment portfolio as of May 25,
2010.

                      About Ambac Financial

Headquartered in New York, Ambac Financial Group, Inc., through
its subsidiaries, provided financial guarantees and financial
services to clients in both the public and private sectors around
the world.

The Company's balance sheet as of December 31, 2009, showed
$18.886 billion in assets and $20.520 billion in debts, resulting
in a stockholders' deficit of $1.634 billion.

KPMG LLP, in New York, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the significant deterioration of the
guaranteed portfolio coupled with the inability to write new
financial guarantees has adversely impacted the business, results
of operations and financial condition of the Company's operating
subsidiary.  KPMG also noted that of the Company's limited
liquidity.
ABK).


AMERICAN INT'L: To Take Time to Explore Options for AIA
-------------------------------------------------------
American International Group Inc. will take its time exploring
options for divesting an Asia division after the $35.5 billion
agreement to sell AIA Group Ltd. collapsed this past week, the
unit's head told employees, according to a report by Bloomberg
News.

According to Bloomberg, Mark Wilson, chief executive officer of
the Hong Kong-based subsidiary AIA, said the unit "remains a
strong company" after the failure of the deal that would have
combined it with Prudential Plc, Mark Wilson.

Bloomberg relates that AIG CEO Robert Benmosche, who is selling
assets to repay a $182.3 billion U.S. bailout, has several options
for divesting AIA, he said in a separate memo this week, without
specifying the alternatives.  AIG's March 1 deal faltered after
Prudential investors balked at the price and AIG rejected a
reduced offer.  AIG may return to an earlier plan of holding a
stock offering, the Treasury Department said May 26.

                          About AIG Inc.

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

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

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


AMERICAN INT'L: Bernanke Believes Firm to Repay Bailout
-------------------------------------------------------
Dow Jones Newswires' Michael R. Crittenden reports Federal Reserve
Chairman Ben Bernanke reiterated the expectation of central-bank
officials that American International Group Inc. will be able to
repay the aid it received from taxpayers.  Dow Jones says Mr.
Bernanke, appearing on Capitol Hill Wednesday, told a U.S. House
panel that every major financial institution that received
government aid at the height of the financial crisis has repaid
taxpayers with interest and dividends.  AIG isn't expected to be
any different, Mr. Bernanke said.  "AIG, I believe, will repay. So
the financial institution part, the direct cost is I think really
quite small and may, in the end be . . . a profit," he said,
according to Dow Jones.

Dow Jones relates Mr. Bernanke's comments echoed those made by Fed
General Counsel Scott Alvarez before a congressional oversight
panel on May 26.  Mr. Alvarez said AIG is on track to wean itself
off government aid.

Dow Jones also notes that AIG Chief Executive Robert Benmosche,
appearing at the same hearing as Mr. Alvarez, said taxpayers are
"going to get your money back plus a profit."

                          About AIG Inc.

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

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

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


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

Anchorage Sportsplex Inc. is the not-for-profit owner of an
inflatable sports dome.  Known locally as The Dome, the facility
owes $11.69 million on tax-exempt bonds issued to develop the
property.  The Dome cost $13.9 million to build.

Bill Rochelle at Bloomberg News reports that the Debtor filed a
Chapter 11 petition to forestall termination of the lease for the
facility.  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 filed for
Chapter 11 to restructure its long-term debt.

According to Bloomberg, Anchorage Sportsplex has received interim
authority to use cash.  A final hearing on cash use is scheduled
for July 8.

The petition says the assets range from $1 million to $10 million
while debt exceeds $10 million.


ARLINGTON HILLS: Case Summary & 12 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Arlington Hills of Mint Hill, LLC
        7714 Matthews-Mint Hill Road
        Charlotte, NC 28227

Bankruptcy Case No.: 10-31601

Chapter 11 Petition Date: June 4, 2010

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

Judge: J. Craig Whitley

Debtor's Counsel: John Wesley Moore, Esq.
                  Law Offices of J. Wesley Moore
                  1100 Metropolitan Avenue, Suite 206
                  Charlotte, NC 28204
                  Tel: (704) 898-4938
                  Fax: (704) 973-9698
                  E-mail: wes.moore@jwesleymoorelaw.com

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

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

A copy of the Company's list of 12 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ncwb10-31601.pdf

The petition was signed by J. Kevin Cobb, manager.


ATP OIL: S&P Downgrades Rating to CCC+/Negative/--
--------------------------------------------------
Standard & Poor's Ratings Services took several rating actions on
eight U.S. oil and gas companies following an industry review.
S&P's review of the sector follows its release on June 1, 2010,
which indicated S&P would review companies with operating exposure
to the Gulf Of Mexico following the U.S. Department of the
Interior's extension of the moratorium on drilling permits.  The
six-month moratorium affects permits issued for new drilling
operations at water depths greater than 500 feet.  S&P believes
that when the moratorium is eventually lifted, there could be
extensive delays in issuing new permits due to high initial volume
and new safety and operating standards imposed.

The rating actions also reflect S&P's heightened concerns about
the burgeoning scope of the Macondo well disaster.  The flow of
oil into the Gulf of Mexico is likely to continue until at least
August.  Uncertainty about the ultimate remediation cost and
potential financial liabilities associated with the disaster has
already resulted in a rating downgrade of the corporate credit
rating of BP PLC (AA-/Watch Neg/A-1+).  S&P's rating actions on
Anadarko Petroleum and Transocean reflect these concerns.  The
financial and operational impact of the disaster on rated issuers
that have significant activities in the Gulf of Mexico is also a
factor in the negative ratings actions.

"The rating actions that we've taken are based on various concerns
and possible operating disruptions for companies operating in the
GOM due to the moratorium and the flow of oil from the well
disaster," said Standard & Poor's credit analyst Thomas Watters.

Due to the moratorium, S&P believes the operating and competitive
landscape in the GOM will be meaningfully altered for some time.
Existing deepwater rig contracts could come under force majeure
provisions, resulting in lost cash flow and possibly lower future
dayrates once contracts are renegotiated after the moratorium
expires.  Indeed, several recent announcements by rig operators
declaring force majeure support this sentiment.  Moreover, S&P
believes rigs and vessels operating under 500 feet of water
(shallow water) that do not fall under the moratorium could face
intense competitive pressures from displaced equipment from
drilling service providers, resulting in lower utilizations and
dayrates.  Shallow water contracts tend to be very short term in
nature.  Several of S&P's actions reflect these concerns.  S&P
also believe future operating costs will increase in order to
comply with more stringent environmental and operating regulations
and that permits will be more difficult to obtain and subject to
delays.

                           Ratings List

                         Ratings Lowered

                Helix Energy Solutions Group Inc.

                 To                 From
                 --                 ----
                 B/Negative/--      B+/Negative/--

                 Hornbeck Offshore Services Inc.

                 To                 From
                 --                 ----
                 B+/Negative/--     BB-/Stable/--

                       ATP Oil & Gas Corp.

                 To                 From
                 --                 ----
                 CCC+/Negative/--   B/Stable/--

                      Hercules Offshore Inc.

                 To                 From
                 --                 ----
                 B-/Negative/--     B/Negative/--

             Outlook Revised To Negative From Stable

                                To                  From
                                --                  ----
Anadarko Petroleum Corp.        BBB-/Negative/--    BBB-/Stable/--
SEACOR Holdings Inc.            BBB-/Negative/--    BBB-/Stable/--

     Ratings Placed On CreditWatch With Negative Implications

                                To                  From
                                --                  ----
Transocean Inc.                 BBB+/Watch Neg/--   BBB+/Stable/--
PHI Inc.                        B+/Watch Neg/--     B+/Stable/--


BADGER DRILLING: Case Summary & 3 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Badger Drilling, LLC
        8214 Westchester Drive, Suite 740
        Dallas, TX 75225

Bankruptcy Case No.: 10-34046

Chapter 11 Petition Date: June 4, 2010

Court: U.S. Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Stacey G. Jernigan

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

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

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

A copy of the Company's list of 3 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/txnb10-34046.pdf

The petition was signed by Gary W. Redwine, manager.


BANK OF AMERICA: Countrywide to Pay $108MM to Settle FTC Charges
----------------------------------------------------------------
The Federal Trade Commission announced that two Countrywide
mortgage servicing companies will pay $108 million to settle FTC
charges that they collected excessive fees from cash-strapped
borrowers who were struggling to keep their homes.  The
$108 million represents one of the largest judgments imposed in an
FTC case, and the largest mortgage servicing case.  It will be
used to reimburse overcharged homeowners whose loans were serviced
by Countrywide before it was acquired by Bank of America in July
2008.

"Life is hard enough for homeowners who are having trouble paying
their mortgage.  To have a major loan servicer like Countrywide
piling on illegal and excessive fees is indefensible," said FTC
Chairman Jon Leibowitz.  "We're very pleased that homeowners will
be reimbursed as a result of our settlement."

According to the complaint filed by the FTC, Countrywide's loan-
servicing operation deceived homeowners who were behind on their
mortgage payments into paying inflated fees - fees that could add
up to hundreds or even thousands of dollars. Many of the
homeowners had taken out loans originated or funded by
Countrywide's lending arm, including subprime or "nontraditional"
mortgages such as payment option adjustable rate mortgages,
interest-only mortgages, and loans made with little or no income
or asset documentation, the complaint states.

The Commission vote to authorize staff to file the complaint and
settlement was 5-0. The complaint and settlement were filed in the
U.S. District Court for the Central District of California.

The FTC is a member of the interagency Financial Fraud Enforcement
Task Force.

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

          http://www.ftc.gov/opa/2010/06/countrywide.shtm

                      About Bank of America

Based in Charlotte, North Carolina, Bank of America --
http://www.bankofamerica.com/-- is one of the world's largest
financial institutions.  The Company serves more than 59 million
consumer and small business relationships with more than 6,100
retail banking offices, nearly 18,700 ATMs and online banking with
nearly 29 million active users.  Following the acquisition of
Merrill Lynch in January 2009, BofA is among the world's leading
wealth management companies and is a global leader in corporate
and investment banking and trading across a broad range of asset
classes serving corporations, governments, institutions and
individuals around the world.  Bank of America offers support to
more than 4 million small business owners.  The Company serves
clients in more than 150 countries.  Bank of America Corporation
stock is a component of the Dow Jones Industrial Average and is
listed on the New York Stock Exchange.

BofA sought government backing in completing its acquisition of
Merrill Lynch.  Merrill Lynch & Co. Inc. -- http://www.ml.com/--
is a wealth management, capital markets and advisory companies
with offices in 40 countries and territories.

                           *     *     *

BofA has received US$45 billion in government bailout money since
the economic collapse in 2008.


BARCALOUNGER CORP: To Hold Auction for Assets on August 16
----------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Barcalounger Corp.
will hold an auction on Aug. 16 to check if there's a higher offer
for its furniture-making business than the $1.5 million offered by
the current owner, private-equity investor Hancock Park
Associates.  If Hancock Park prevails at auction, it will also
forgive $32.5 million in debt.  Under auction procedures approved
by the bankruptcy judge in Delaware, other bids are due Aug. 11.
The hearing for approval of the sale will take place Aug. 18.
Given opposition from creditors, the sale will take place more
than a month later than the company wanted.

Barcalounger Corp. is a furniture maker from Martinsville,
Virginia.  Barcalounger filed for Chapter 11 bankruptcy protection
on May 19, 2010 (Bankr. D. Del. Case No. 10-11637).  Christopher
A. Ward, Esq., at Polsinelli Shughart PC, assists the Company in
its restructuring effort.  The Company listed $1,000,001 to
$10,000,000 in assets and $10,000,001 to $50,000,000 in
liabilities.


BEAR ISLAND: Asks for Plan Exclusivity Extension
------------------------------------------------
Bill Rochelle at Bloomberg News reports that Bear Island Paper Co.
is asking the U.S. Bankruptcy Court at the June 15 hearing to
extend, for the first time, its exclusive period to propose a
Chapter 11 plan.  Bear Island said hasn't yet reached an agreement
with secured lenders on a Chapter 11 plan.

Bloomberg notes that the DIP financing the Chapter 11 case has a
deadline that requires signing up a so-called plan-support
agreement by June 15.  The plan would proceed in tandem with the
reorganizations of sister companies in the Canadian court.  Absent
a plan, the financing requires selling the business.  Bear Island
said it negotiated with several prospective buyers over
confidentiality agreements that would permit it to disseminate
financial information, though none has been executed.

                         About Bear Island

White Birch is the second-largest newsprint producer in North
America.  As of December 31, 2009, the WB Group held a 12% share
of the North American newsprint market and employed roughly 1,300
individuals (the majority of which reside in Canada).
Additionally, for the 12 months ended December 31, 2009, the WB
Group maintained an annual production capacity of roughly
1.3 million metric tons of newsprint and directory paper, up to
50% of which consists of recycled content, and achieved net sales
of roughly $667 million.

Bear Island's assets are almost exclusively located in the U.S.

Bear Island Paper Company, L.L.C., filed a voluntary petition for
relief under Chapter 11 of the United States Bankruptcy Code in
the United States Bankruptcy Court for the Eastern District of
Virginia on February 24, 2010.

The company's parent, White Birch Paper Company, filed for
bankruptcy protection under Canada's Companies' Creditors
Arrangement Act, before the Superior Court for the Province of
Quebec, Commercial Division, Judicial District of Montreal,
Canada.  White Birch and five other affiliates -- F.F. Soucy
Limited Partnership; F.F. Soucy, Inc. & Partners, Limited
Partnership; Papier Masson Ltee; Stadacona Limited Partnership;
and Stadacona General Partner, Inc. -- also sought bankruptcy
protection under Chapter 15 of the U.S. Bankruptcy Code.

Jonathan L. Hauser, Esq., at Troutman Sanders LLP, in Virginia
Beach, Virginia; and Richard M. Cieri, Esq., Christopher J.
Marcus, Esq., and Michael A. Cohen, Esq., at Kirkland & Ellis LLP,
in New York, serve as counsel to White Birch, as Foreign
Representative.  Kirkland & Ellis and Troutman Sanders also serve
as Chapter 11 counsel to Bear Island.  AlixPartnes LLP serves as
financial/restructuring advisor to Bear Island, and Lazard Freres
& Co., serves as investment banker.  Chief Judge Douglas O. Tice,
Jr., handles the Chapter 11 and Chapter 15 cases.


BLACK CROW: GECC Appeals DIP Financing Approval
-----------------------------------------------
Bill Rochelle at Bloomberg News reports that General Electric
Capital Corp., the secured lender owed $38.9 million by Black Crow
Media Group LLC, is appealing the order by the bankruptcy judge
that authorized Black Crow to access $1.5 million of financing
from another lender.

The DIP financing was approved over the objection from GE Capital.
The judge required Black Crow to pay GE Capital $1.88 million from
cash representing collateral for the loan.

The bankruptcy judge on June 8 denied a request by GECC to stay
the financing, pending appeal, according to the Bloomberg report.

The report relates that GECC is arguing that the bankruptcy judge
improperly made its existing loan subordinate to the lien securing
the new $1.5 million loan.  GECC claims that Black Crow continued
to say that the new loan wouldn't "prime" the existing loan until
papers were submitted to approve the new financing.

                      About Black Crow Media

Daytona Beach, Florida-based Black Crow Media Group, LLC, owns and
operates 17 FM and 5 AM radio stations in Daytona Beach, Live Oak,
Valdosta, Huntsville, Alabama, and Jackson, Tennessee.

The Company filed for Chapter 11 bankruptcy protection on
January 11, 2010 (Bankr. M.D. Fla. Case No. 10-00172).  The
Company's affiliates -- Black Crow Media, LLC, et al. -- also
filed separate Chapter 11 petitions.

Mariane L. Dorris, Esq., and R. Scott Shuker, Esq., at Latham
Shuker Eden & Beaudine LLP, assist 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.


BLOCKBUSTER INC: Glass Recommends Vote 'For' 7 Director Nominees
----------------------------------------------------------------
Blockbuster Inc. welcomed the recommendation from a independent
proxy advisory firm, Glass, Lewis & Co., that stockholders vote
for all seven of Blockbuster's 2010 director nominees -- Edward
Bleier, Kathleen Dore, Gary Fernandes, Joseph Fitzsimmons, Jules
Haimovitz, James Keyes, and Strauss Zelnick -- on the WHITE proxy
card for the Company's 2010 Annual Meeting of Stockholders, which
will be held on June 24, 2010.  Glass Lewis further recommended
that Blockbuster stockholders vote "For" each of the Company's
other proposals as well.

Glass Lewis said, "We believe the Dissident has largely failed to
provide shareholders with a cogent, practicable plan . . . and, by
extension, has failed to establish that his plans are superior to
those disclosed and undertaken by the board."

Regarding the dissident's suggested removal of director Gary
Fernandes, who sits on a special board committee tasked with
reviewing efforts to reduce the Company's debtload, Glass Lewis
stated: "In our view, such a committee would be in a considerably
better position, with greater access to key information and
parties, including Blockbuster's debtholders, to determine the
best possible strategic alternative available to the Company."

Glass Lewis concludes: "Based on a lack of concrete plans and
adequate support, we find the election of the Dissident to the
board to be unwarranted at this time."

Jim Keyes, Chairman and Chief Executive Officer of Blockbuster,
stated, "We are pleased to receive the support of Glass Lewis.  We
respect their thorough analysis and candid report, and appreciate
their confidence in finding that the incumbent board and
management are in the best position to evaluate and implement
strategic options for the Company."

Blockbuster encourages its stockholders to support the Company by
voting the WHITE proxy card and discarding any Gold proxy card
provided by Gregory Meyer, saying that even if a vote on a Gold
proxy card has previously been cast, it is not too late to change
that vote by voting a WHITE proxy card as only the latest dated
proxy card will be counted.

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: Noteholders Offer Financing for Chapter 11
-----------------------------------------------------------
Blockbuster Inc. is being offered financing for a reorganization
by holders of senior secured notes.  They would receive stock in
exchange for debt, analysts said.

As reported by yesterday's Troubled Company Reporter, Gary
Fernandes, a member of the board of directors of Blockbuster Inc.,
said in an interview with Dow Jones Newswire that a special board
committee is reviewing efforts to reduce Blockbuster's debt load
of more than $900 million.  He said that 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.

                     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.


BLUE SKY: Bankr. Administrator Wants Case Dismissed or Converted
----------------------------------------------------------------
The Office of the Bankruptcy Administrator for the Western
District of North Carolina asks the U.S. Bankruptcy Court to
dismiss or convert the Chapter 11 case of Blue Sky Mountain Co.,
Inc., to one under Chapter 7 of the Bankruptcy Code.

The Bankruptcy Administrator explains that the Debtor has failed
to:

   -- file adequate monthly status reports;
   -- pay quarterly fees;
   -- timely file postpetition tax returns; and
   -- timely file a disclosure statement and plan.

Meanwhile, Blue Sky is asking the U.S. Bankruptcy Court for
the Western District of North Carolina for permission to sell a
CAT 287BSkid Steer to Spencer Pipkin, highest bidder, for $21,500.

The Debtor proposes to use the proceeds from the sale to pay its
secured creditor, C.C.&R. Enterprises, LLC, in full.  The Debtor
owed $20,663 to its secured creditor, C.C.&R. Enterprises, LLC.
The Debtor also proposes to use the net proceeds to pay its
principals, John and Sue Stronski, for work performed for the
benefit of the Debtors during the case.  The Stronskis are also
debtors in a separate Chapter 11 case, and plan to use the
proceeds to pay living and other reasonable expenses.

Based in Orlando, Florida, Blue Sky Mountain Inc. filed for
Chapter 11 protection on June 4, 2008 (W.D. N.C. Case No. 08-
10433).  When the Debtor filed for reorganization under Chapter
11, it listed total assets of $31,095,300 and total debts of
$6,171,094.


BLUMENTHAL PRINT: PBGC Takes Responsibility for Pension Plan
------------------------------------------------------------
The Pension Benefit Guaranty Corporation has assumed
responsibility for the underfunded pension plan covering more than
740 former workers and retirees of Blumenthal Print Works Inc., a
textile company in New Orleans, La.

The PBGC took action because the company is liquidating its assets
under bankruptcy proceedings, and no sponsor would be left to fund
or administer the plan.  Retirees will continue to receive their
monthly benefit payments without interruption, and other workers
will receive their pensions when they are eligible to retire.

According to PBGC estimates, the Blumenthal Print Works Inc.
Retirement Income Plan is 52% funded, with $14.2 million in assets
to cover $27.1 million in benefit liabilities.  The PBGC expects
to be responsible for $12.7 million of the $12.9 million
shortfall.

The PBGC will take over the assets and use insurance funds to
pay guaranteed benefits earned under the plan, which ended on
Jan. 27, 2010.  The Blumenthal plan was frozen to new participants
as of Dec. 31, 2005.  Benefit accruals ceased for the plan as of
Dec. 31, 2008.  The agency assumed responsibility for the plan on
May 26, 2010.

Within the next several weeks, the PBGC will send notification
letters to all participants in the Blumenthal plan.  Under
provisions of the Pension Protection Act of 2006, the maximum
guaranteed pension the PBGC can pay is determined by the legal
limits in force on the date of the plan sponsor's bankruptcy.
Therefore, participants in the plan are subject to the limits in
effect on Oct. 20, 2008, which set a maximum guaranteed amount of
$51,750 a year for a 65-year-old.

The maximum guaranteed amount is lower for those who retire
earlier or elect survivor benefits.  In addition, certain early
retirement subsidies and benefit increases made within the past
five years may not be fully guaranteed.

Workers and retirees with questions may consult the PBGC Web site,
http://www.pbgc.gov/or call toll-free at 1-800-400-7242.  For
TTY/TDD users, call the federal relay service toll-free at
1-800-877-8339 and ask for 800-400-7242.

Blumenthal retirees who draw a benefit from the PBGC may be
eligible for the federal Health Coverage Tax Credit.  Further
information may be found on the PBGC Web site at
http://www.pbgc.gov/workers-retirees/benefits-
information/content/page13692.html

Assumption of the plan's unfunded liabilities will increase the
PBGC's claims by $12.7 million and was not previously included in
the agency's fiscal year 2009 financial statements.

The PBGC is a federal corporation created under the Employee
Retirement Income Security Act of 1974.  It currently guarantees
payment of basic pension benefits earned by 44 million American
workers and retirees participating in over 29,000 private-sector
defined benefit pension plans.  The agency receives no funds from
general tax revenues.  Operations are financed largely by
insurance premiums paid by companies that sponsor pension plans
and by investment returns.

Blumenthal Print Works was founded in 1924, its primary product
was ticking, a fabric that protects mattresses.  The company also
made embroidered upholstery.  Unable to adjust to a decline in
demand for ticking and imports from China, the company and its
units sought Chapter 11 in the U.S. Bankruptcy Court in New
Orleans.  The case was later converted to a Chapter 7 liquidation
on Jan 27, 2010.


BP PLC: Oil Spill Prompts Calls for Bankruptcy, Receivership
------------------------------------------------------------
Tennille Tracy at Dow Jones Newswires reports that energy
specialist Matt Simmons, founder and chairman emeritus of Simmons
& Co., has told Fortune magazine that BP Plc has "about a month
before they declare Chapter 11."

Jeff Plungis and Christopher Condon at Bloomberg's Businessweek,
meanwhile, relate Representative Steve Cohen, a Tennessee
Democrat, said because BP is likely to end up in bankruptcy, the
Obama administration should consider placing the company in
receivership to preserve company assets.  "The president could put
it in receivership to protect the people," Mr. Cohen said.

Businessweek reports that more than 40 U.S. lawmakers on Wednesday
called for BP to suspend its dividend, stop its advertising and
spend the money instead cleaning up its oil spill in the Gulf of
Mexico.  "Not a single cent" should be spent on television ads,
said Representative Lois Capps, a California Democrat, at a news
conference in Washington, according to Businessweek.  "If BP is so
concerned about its public image, it should plug the hole."

The Wall Street Journal's Guy Chazan and Stephen Power report that
the Obama Administration ratcheted up its demands on Wednesday
that BP cover all costs stemming from the Gulf of Mexico oil
spill, including millions of dollars in salaries of oil-industry
workers laid off because of the federal moratorium on deepwater
drilling.

Businessweek says a dividend moratorium would hit BP shareholders
led by BlackRock Inc. and Legal & General Group Plc.  According to
Bloomberg data drawn from regulatory filings, New York-based
BlackRock was the biggest holder of BP shares, with 5.92% as of
December 31, 2009.  Bloomberg says Legal & General Group, the U.K.
insurer and money manager, holds 4% of the shares as of May 4.

Businessweek also notes sovereign wealth funds are among BP's
largest shareholders.  According to Businessweek, Norges Bank
Investment Management, which oversees Norway's state fund, held
1.8% as of May 1.  Kuwait Investment Authority owned 1.8% and the
Republic of China held 1.1%, both as of May 1.

U.S. investors are the biggest holders in BP, Businessweek says,
citing Junction RDS, a London-based shareholder research firm.
They held 9.4% through BP's London-listed shares and an additional
28% via New York-listed American depositary receipts as of May 1.
U.K. investors came next with 31%, Businessweek reports.

The Journal's Messrs. Chazan and Stephen Power relate that the
sudden increase in BP's potential liabilities -- along with
growing evidence that even more oil than expected is gushing from
BP's crippled well -- helped send BP's shares plummeting almost
16% in New York, to $29.20.  The stock has lost close to half its
value, more than $82 billion, in the seven weeks since the spill
started.

Meanwhile, Dow Jones' Ms. Tracy says options traders made a
beeline for bearish options in BP, with some willing to make a
cheap bet that the stock could sink below $7.50 a share.  She said
trading in BP options soared well above normal levels as shares in
the company dropped to their lowest level in years.  With its
American depositary shares closing the day at $29.20, down 16%, BP
has lost more than half of its value since the Deepwater Horizon
rig caught fire on April 20, according to Dow Jones.

BP has committed to fund the entire $360 million cost of six berms
in the Louisiana barrier islands project.  On June 7, BP said it
will make an immediate payment of $60 million to the State of
Louisiana.  The initial $60 million payment is intended to permit
the State to begin work on the project immediately.  BP will then
make five additional $60 million payments when the Coastal
Protection and Restoration Authority of Louisiana, which is
chaired by Garret Graves, certifies that the project has satisfied
20%, 40%, 60%, 80% and then 100% completion milestones.  The
entire $360 million will be funded by the completion of the
project.  BP plans to make payments directly to the State of
Louisiana rather than establishing an escrow fund for this
project.

"We are committed to doing everything we can to protect the
coastline and reduce the impact of the oil and gas spill in the
Gulf of Mexico.  We understand that the United States Coast Guard
and the State of Louisiana want this project to proceed with
urgency, so we want to ensure that funding is immediately
available to begin construction of the berms," said Bob Dudley, BP
Managing Director.

BP already has provided $170 million to Louisiana, Alabama,
Mississippi, and Florida to help with those state's response costs
and to help promote their tourism industries.  The company also
has paid approximately $51 million in compensation to people and
companies affected by the spill.

BP Plc -- http://www.bp.com/-- is one of the world's largest
energy companies, providing its customers with fuel for
transportation, energy for heat and light, retail services and
petrochemicals products for everyday items.

Bloomberg's Businessweek notes BP represents 5.6% of the FTSE 100
Index, the second biggest weighting of the top U.K.-listed
companies behind London-based bank HSBC Holdings Plc.  BP also
represents the biggest portion of the FTSE 350 Oil & Gas Producers
Index at 31%, and the MSCI EAFE/Energy Index at 16%.


CAMP COOLEY: Has Exclusive Right to File Plan until June 21
-----------------------------------------------------------
The Hon. Ronald B. King of the U.S. Bankruptcy Court for the
Western District of Texas has continued until June 17, 2010, the
hearing on approval of Disclosure Statement explaining Camp Cooley
Ltd.'s proposed Plan of Reorganization.  Objections, if any, are
due on June 17, 2010.

The Court also extended the Debtor's exclusive right to file a
Plan until June 21.

Franklin, Texas-based Camp Cooley Ltd. operates an agricultural
and farming business.  The Company filed for Chapter 11 bankruptcy
protection on November 8, 2009 (Bankr. W.D. Tex. Case No. 09-
61311).  R. Glen Ayers Jr., Esq., at Langley and Banack, Inc.,
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.


CANWEST GLOBAL: Unsecured Creditors Meeting Adjourned to June 14
----------------------------------------------------------------
Canwest Global Communications Corp. dislcosed that FTI Consulting
Canada Inc., the Court-appointed monitor in the Companies'
Creditors Arrangement Act (Canada) ("CCAA") proceedings for
Canwest (Canada) Inc., Canwest Limited Partnership / Canwest
Societe en Commandite and certain of their subsidiaries, has
adjourned the meeting of unsecured creditors to June 14, 2010.
The Creditors' Meeting was previously scheduled for June 10, 2010.

The meeting will now be held on Monday, June 14, 2010 at 10:00am
(Toronto time) at Sutton Place Hotel (Wellesley Room -- Lobby
Level), 955 Bay Street, Toronto, Ontario.

The purpose of the Creditors' Meeting is to vote on a resolution
to approve the LP Entities' Plan of Compromise or Arrangement (the
"Plan") that was filed with the Court on May 21, 2010.  The
adjournment will provide time for affected creditors to consider
any proposed amendments to the Plan and the Asset Purchase
Agreement in advance of the Creditors' Meeting.

                     About Canwest Global

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

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

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

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

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

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


CARVER YACHTS: Obtains $1.5 Million Loan to Create Jobs
-------------------------------------------------------
Wisconsin Business reports that Governor Jim Doyle has announced
that the state will provide Marquis Yachts, LLC with up to
$1.5 million in loans from the Community Development Block Grant
(CDBG) program of the Department of Commerce. The funding will
help the company complete a $5.75 million acquisition which will
create 315 full-time jobs in the Pulaski area.

Marquis Yachts, LLC is a builder of yachts, marketed as Carver
Yachts and Marquis Yachts.


CENTRAL FALLS, R.I.: Court Holds Hearing for Permanent Receiver
---------------------------------------------------------------
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 was scheduled in Rhode Island
Superior Court in Providence on Wednesday, June 9.

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."


CENTRAL METAL: Court Continues Plan Outline Hearing until July 22
-----------------------------------------------------------------
The Hon. Vincent P. Zurzolo of the U.S. Bankruptcy Court for the
Central District of California has continued until July 22, 2010,
at 1:30 p.m., the hearing on approval of the Disclosure Statement
explaining Central Metal, Inc.'s Plan of Reorganization.  The
hearing will be held at Courtroom 1368, 255 E. Temple St., Los
Angeles, California.

The Court said that the Disclosure Statement, even with the
modifications reflected in the supplement, does not contain
adequate information as required by 11 U.S.C. Section 1125 for
these reasons:

   -- there were problems with the proposed treatment of claims
      and interests;

   -- certain exhibits were not attached;

   -- there were inadequate or no information regarding the basis
      for valuation e.g. income or sales approach; and the
      qualifications of person rendering valuation opinion.

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

                     About Central Metal, Inc.

Huntington Park, California-based Central Metal, Inc., is a fully
integrated scrap metal processing company that purchases,
processes and sells ferrous and non-ferrous metals domestically
and internationally.  The Company is one of the largest processing
companies on the West Coast, has one of the largest land sites and
processing capacities, and is fully diversified in its business
portfolio that entails dynamic trading relationships with renowned
metal manufacturers around the world.

The Company filed for Chapter 11 bankruptcy protection on
January 8, 2010 (Bankr. C.D. Calif. Case No. 10-10642).  Juliet Y.
Oh, Esq., who has an office in Los Angeles, California, 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.


CHENIERE ENERGY: To Add Liquefaction Capabilities at Sabine Pass
----------------------------------------------------------------
Cheniere Energy Partners L.P. said its general partner's Board
of Directors has approved the initiation of a project to add
liquefaction services at the Sabine Pass LNG receiving terminal in
Cameron Parish, Louisiana.

Adding liquefaction capabilities would transform the Sabine Pass
terminal into a bi-directional facility capable of liquefying and
exporting natural gas in addition to importing and regasifying
foreign-sourced LNG.  Cheniere expects to take advantage of the
existing infrastructure at the Sabine Pass terminal to offer
customers bi-directional services at attractive pricing.  Based on
preliminary estimates, the expected fee for bi-directional
services will be approximately $1.40/MMBtu to $1.75/MMBtu.  This
added service would provide customers with an attractive option to
source natural gas supply from the U.S. pipeline grid at prices
indexed to Henry Hub.

"We believe current market fundamentals have created an
opportunity for the U.S. to offer natural gas to global markets at
competitive prices.  The U.S. is experiencing an increase in
natural gas production, primarily driven by unconventional gas
plays, while natural gas demand in the U.S. continues to lag
behind market projections.  Due to the depth of the markets in
South Louisiana with an abundance of supply and existing pipeline
infrastructure, we can provide an additional outlet for U.S.
natural gas production while offering a low cost source of supply
for global buyers seeking alternatives to oil-indexed contracts,"
said Charif Souki, Chairman and CEO.  "The ability to buy or sell
natural gas in one of the world's most liquid natural gas markets
provides industry players with a very powerful tool to manage
their portfolios.  We have begun pursuing contractual arrangements
related to the project and have received favorable preliminary
indications of market interest from both potential natural gas
buyers interested in capacity and U.S. natural gas producers
interested in committing supply to the project.  Furthermore, we
believe the opening of new markets for U.S. natural gas would
reduce price volatility, increase stability in markets, and
support continued energy investments in the U.S."

The Sabine Pass site can readily accommodate up to 4 LNG trains
capable of processing approximately 2 Bcf/d of natural gas.  The
capacity of each liquefaction train would be approximately 3.5
million tons per annum (mtpa).  The initial project would include
two trains with liquefaction capacity of approximately 1 Bcf/d.
Further expansion would be considered based upon customer
interest.

Cheniere estimates that it can construct liquefaction capacity
comparable to liquefaction expansion economics since the Sabine
Pass terminal already has many of the needed facilities for an
export terminal.  Cheniere would use its existing infrastructure,
including five storage tanks and two berths at the Sabine Pass
terminal, as well as Cheniere Energy Inc.'s 94-mile Creole Trail
Pipeline, which would be reconfigured as a bi-directional system.
The 853-acre Sabine Pass site is strategically situated to provide
export services given its large acreage position, proximity to
unconventional gas plays in Louisiana and Texas, and its
interconnections with multiple interstate and intrastate pipeline
systems.

Cheniere plans to work with Bechtel Oil, Gas and Chemicals, Inc.
to design and construct the liquefaction facilities, using the
ConocoPhillips Optimized Cascade liquefaction technology.  This
proven process has been successfully deployed at several LNG
export terminals around the world, and offers a high degree of
reliability and control.

Assuming typical project development scenarios, Cheniere
anticipates LNG export could commence as early as 2015.  Cheniere
plans to make a request to the Federal Energy Regulatory
Commission to begin the NEPA pre-filing process by the end of June
2010.  Cheniere will work with federal and state regulators to
facilitate the permitting process.  Commencement of construction
is subject to regulatory approvals and a final investment decision
contingent upon Cheniere obtaining satisfactory construction
contracts and long-term customer contracts sufficient to underpin
financing of the project.

A full-text copy of the company's proposed Sabine Pass expansion
is available for free at http://ResearchArchives.com/t/s?6480

Cheniere Energy, Inc. (NYSE Amex: LNG) -- http://www.cheniere.com/
-- is a Houston-based energy company primarily engaged in LNG
related businesses, and owns and operates the Sabine Pass LNG
receiving terminal and Creole Trail pipeline in Louisiana.
Cheniere is pursuing related business opportunities both upstream
and downstream of the Sabine Pass LNG receiving terminal.
Cheniere is also the founder and holds a 30% limited partner
interest in another LNG receiving terminal.

At March 31, 2010, the Company had total assets of $2,736,643,000
against total current liabilities of $92,018,000; long-term debt,
net of discount of $2,694,013,000; long-term debt-related parties,
net of discount of $361,008,000; deferred revenue of $32,500,000;
other non-current liabilities of $25,793,000; and non-controlling
interest of $210,525,000; resulting in total deficit of
$468,689,000.


CHINA HEALTH: Wong Yuen Yee Resigns as Director
-----------------------------------------------
Ms. Wong Yuen Yee on June 4, 2010, resigned as director of China
Health Care Corporation.  As a result of Ms. Wong Yuen Yee's
resignation, the Company appointed Faith Lam as director.

The Company's board of directors consists of Gerald Lau and Mr.
Lam.

China Health Care Corp. provides consultancy services to the VIP
Maternity & Gynecological Centers in the People's Republic of
China.  These services are provided in conjunction with Johns
Hopkins International, LLC, a U.S. based healthcare provider, and
based upon a Consultancy Agreement with JHI.  The Company is
currently under contracts to provide consultancy services to a
total of five VIP Birthing Centers in the PRC and to manage a
private hospital in Macau.

                        Going Concern Doubt

Samuel H. Wong & Co., LLP, in South San Francisco, California,
raised substantial doubt about China Health's ability to continue
as a going concern after auditing the Company's financial results
for the years ended September 30, 2008, and 2007.  The auditor
noted that the Company continued to incur losses and working
capital deficiencies.

China Health Care's balance sheet at June 30, 2009, showed
total assets of US$1.47 million and total liabilities of
US$7.06 million, resulting in a stockholders' deficit of about
US$5.59 million.


CHRYSLER LLC: New Chrysler Slashes Production Cost for Vehicles
---------------------------------------------------------------
A year after their bankruptcy, Chrysler Group LLC and General
Motors Co. have already slashed the cost of making each vehicle by
$3,000, Detroit Free Press reported, citing data from the Center
for Automotive Research.

Costs of labor could also be lower than at any Japanese auto maker
in the United States in less than five years, the report said.

This cost-cutting means that Chrysler Group and GM will be
profitable at lower sales and market shares than expected,
according to the report.

In the first quarter of this year, Chrysler Group and GM raked in
over $1.4 billion in cash, which was largely a consequence of
their cost-cutting and lighter debt loads.  This inflow of funds
will keep new vehicles on schedule and pay for fresh advertising,
which is critical for both auto makers, Detroit Free Press noted.

Itay Michaeli, an analyst at Citi Investment Research, reported
last month that GM's fixed cost per vehicle will drop from $10,400
last year to $7,280 this year and fall to $5,772 by 2012.  Sean
McAlinden, senior economist at the CAR in Ann Arbor, and Rebecca
Lindland, IHS Global Insight analyst, said that Chrysler Group's
reduction likely is in the same range.

                       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: Reasonably Positioned for Growth, Says Treasury
-------------------------------------------------------------
Ron Bloom, U.S. Treasury adviser, said Chrysler Group LLC and
General Motors Co. are reasonably positioned for growth after the
government saved the auto makers last year, according to a June 3
report by Reuters.

"We now do have companies that are reasonably positioned for
growth and as the overall economy improves I do think there is a
real opportunity for these companies to succeed," Reuters quoted
Mr. Bloom as saying.

Mr. Bloom said the bailout was justified, adding that government
support for the auto sector will start to be pulled back.

Chrysler Group posted a net loss of $197 million for the first
quarter of this year but said last month that it could raise its
financial forecast for all of 2010.  Meanwhile, GM posted a net
profit of $865 million in the first quarter and said it could post
a full-year profit, Reuters reported.

Chrysler Group Chief Executive Sergio Marchionne said the auto
maker has exceeded his expectations by achieving profitability and
stopping a severe cash drain in less than a year's time after its
bankruptcy filing, Detroit Free Press reported.

Mr. Marchionne said his biggest negative surprise has been the
battle with dealers whose franchises were terminated as part of
the auto maker's restructuring.

"The thing we didn't see coming was the dealership situation,"
Detroit Free Press quoted him as saying.  He added that Chrysler
Group is winning most of the arbitration cases of dealers but it
is taking a lot of time.

Mr. Marchionne said that overall, he is pleased that Chrysler
Group is on track to break even or be profitable.

Earlier, Chrysler Group hired about 1,600 people including some
contract workers, to accelerate product development, Detroit Free
Press reported.

                       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: Sen. Durbin Pushes for Belvidere Plant Expansion
--------------------------------------------------------------
U.S. Senator Dick Durbin wrote a letter to Chrysler Group LLC's
chief executive officer, asking him to consider the auto maker's
plant in Belvidere, Illinois, for its planned operational
expansion, according to a June 2 report by WIFR.com.

In the letter, Mr. Durbin pointed out that Belvidere has "some of
the most skilled, efficient, and productive employees in the
company."

The Belvidere plant hired back 850 employees in September 2009 due
to an increase in demand for fuel-efficient vehicles, WIFR
reported.

                       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)


CIRCUIT CITY: Judge Denies Class Treatment of Proofs of Claim
-------------------------------------------------------------
Judge Kevin R. Huennekens of the United States Bankruptcy Court of
the Eastern District of Virginia entered an opinion refusing to
apply Bankruptcy Rule 7023 to proofs of claim asserting claims
against Circuit City Stores, Inc. and its affiliates on behalf of
alleged classes of former employees, netDockets Blog reports.  The
report relates that the four class action complaints, all filed in
California state courts between 2002 and 2009, seek (1) "damages
for conversion and for violations of the California Labor Code and
Business and Professions Code" approaching $150 million and (2)
injunctive relief against Circuit City on account of the alleged
labor violations."  A class has not been certified in any of the
suits.

Nonetheless, according to the report, the proofs of claim filed by
the named plaintiffs in the four suits seek to assert claims on
account of the entire class of potential plaintiffs, including
unnamed plaintiffs.  As such, the report relates, the named class
claimants sought application of Bankruptcy Rule 7023, which
provides for the application of Federal Rule of Civil Procedure 23
(which sets forth the requirements for filing a class action
lawsuit in federal court), to the claims filing and objection
process as it relates to their proofs of claim.

"[c]onsiderable question persists as to whether class claims are
ever permissible in bankruptcy" but, at a minimum, "a proponent of
a class proof of claim must seek and obtain a determination from
the bankruptcy court that Rule 7023 is applicable to the claims
resolution process," the report quoted Judge Kevin R. Huennekens
as saying.   The report relates that apparently because he
ultimately denied the class plantiffs' motion, Judge Huennekens
did not further address the issue of whether class claims are ever
permissible in bankruptcy.  In arguing in favor of their present
7023 motion, the class plaintiffs made three primary arguments,
all of which the court rejected, the report notes.

Initially, netDockets Blog says that Circuit City asserted that
the 7023 motion was untimely, which the claimants disputed.  The
report relates that the claimants filed their proofs of claim
between January 13, 2009 and January 30, 2009; all prior to the
bar date in Circuit City's bankruptcy (January 30, 2009).
However, the report relates, the 7023 motion was not filed until
March 31, 2010 and the filing was made in response to Judge
Huennekens' direction to the claimants at a March 25th hearing
that such a motion was required (at that time, Judge Huennekens
also specifically noted that his direction to file such a motion
was without prejudice to Circuit City's right to assert that the
motion was untimely).  Judge Huennekens, the report discloses,
noted that the purported class proofs of claim were invalid as
filed because the named claimants were not entitled to act on
behalf of the unnamed class claimants.

NetDockets Blog says that a class had not been certified in any of
the underlying suits and, therefore, "Class Counsel was not
appointed by any court to serve as class counsel under Civil
Procedure Rule 23(g)(1) and therefore was not authorized to file
the Class Claims on behalf of the Unnamed Claimants as their
authorized representative."  The report relates that while the
claimants asserted that their motion could be granted so as to
retroactively sanction the filing of the class claims because
Bankruptcy Rule 9014(c) states that Rule 7023 can be made
applicable "at any stage in a particular manner."  The report
notes that Judge Huennekens rejected the assertion by holding that
the class proofs of claim would have to be refiled to cover the
unnamed claimants if he made Rule 7023 applicable now.  Because
the bar date has long since passed, "it would be far too late to
refile the class proofs of claim on behalf of the Unnamed
Claimants," the report adds.

The report says that while Judge Huennekens did not hold that the
7023 motion had to be filed before the filing of the proofs of
claim, he did expressly hold that the motion "had to be brought,
in the first instance, before the expiration of the Bar Date for
the Class Claims to be filed timely."

NetDockets Blog discloses that Judge Huennekens also determined
that, even if the filing of the class proofs of claim and the 7023
motion were to be considered timely, the claims resolution process
in Circuit City's chapter 11 cases was a superior method of
determining the claims than class action litigation.

Finally, the report says, Judge Huennekens rejected the claimants
assertion that Circuit City's notice to potential unnamed class
claimants (which consisted primarily of publication notice) was
insufficient to meet those creditors' "fundamental rights to
procedural due process."  The report relates that while all
potential class members are former Circuit City employees, the
court accepted the debtors' assertion that providing actual notice
to all such potenital creditors would have been too costly and
time-consuming, stating that "that the notice provided by the
Debtors was reasonably calculated, under the circumstances, to
apprise interested persons of the pendency of the bankruptcy case
and of the Bar Date as required to satisfy due process."  The
opinion also notes that any individual unnamed claimant could seek
authorization to file a late proof of claim "to the extent an
Unnamed Claimant can demonstrate that he or she did not receive
adequate notice, as required by due process," the report adds.

                       About Circuit City

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

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

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

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

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

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


CITIGROUP INC: Files Annual Reports for 401(k) Plans
----------------------------------------------------
Citigroup Inc. on May 24, 2010, filed with the Securities and
Exchange Commission an annual report on Form 11-K for the
Citigroup 401(k) Plan, for the year ended December 31, 2009.

At December 31, 2009, net assets available for benefits under the
Plan were $7,690,475,757.  Total assets were $7,722,120,193.

A full-text copy of the 401(k) Plan Annual Report is available at
no charge at http://ResearchArchives.com/t/s?646d

Citigroup also filed an annual report on Form 11-K for the
CitiBuilder 401(k) Plan for Puerto Rico, for the year ended
December 31, 2009.  Net assets available for benefits were
$22,978,910 at December 31, 2009.  Total assets were $23,055,624.

A full-text copy of the CitiBuilder 401(k) Plan Annual Report is
available at no charge at http://ResearchArchives.com/t/s?646e

                          About Citigroup

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

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

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

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


CITY CAPITAL: Chief Operating Officer Connor Elected as Director
----------------------------------------------------------------
City Capital Corporation disclosed that on June 4, 2010, Wendy J.
Connor was elected a director of the Company.  Ms. Connor has
served as the Company's chief operating officer since November
2009.

On December 31, 2009, Waldo Emerson Brantley III resigned as a
director of City Capital.  Mr. Brantley's resignation was not the
result of any disagreements with the Company regarding its
operations, policies, or practices.

On June 1, 2010, Don McCarthy resigned as a director of the
Company. Mr. McCarthy's resignation was not the result of any
disagreements with the Company regarding its operations, policies,
or practices.

                        About City Capital

Franklin, Tenn.-based City Capital is a professional management
and diversified holding company engaged in leveraging investments,
holdings and other assets to build value for investors and
shareholders.

The Company's balance sheet as of September 30, 2009, showed
$3,011,072 in assets and $8,450,591 of debts, for a stockholders'
deficit of $5,439,519.  The Company said its net loss and
accumulated deficit of $16,844,167 as of September 30, 2009, raise
substantial doubt as to its ability to continue as a going
concern.

City Capital has not filed its quarterly report on Form 10-Q for
the first quarter ended March 31, 2010, and its annual report on
Form 10-K for the period ended December 31, 2009, with the
Securities and Exchange Commission.


COHARIE HOG: Wants Until July 14 to Propose Chapter 11 Plan
-----------------------------------------------------------
Coharie Hog Farm, Inc., asks the U.S. Bankruptcy Court for the
Eastern District of North Carolina to extend its exclusive periods
to file and solicit acceptances for the Chapter 11 Plan until
July 14, 2010, and September 14, 2010, respectively.

The Debtors filed their request for an extension before the
exclusive periods was set to expire on June 7, 2010,

The Debtor relates that an extension will permit a more accurate
projection of the pro rata dividend that will be paid to unsecured
creditors.

Clinton, North Carolina based Coharie Hog Farm, Inc., says it has
been one of the largest swine producers in the U.S., supplying
more than 500,000 hogs a year to a plant operated by Smithfield
Foods Inc.  It produced more than 140 million pounds of pork
annually.  The closely held operation has six storage facilities
with 3.9 million bushels of capacity.  The business used more than
100 contract farmers to raise hogs for market.  Anne Faircloth
owns 75% of the Company and Nelson Waters owns the remaining
quarter.

Coharie Hog Farm filed for Chapter 11 on Nov. 6, 2009 (Bankr. E.D.
N.C. Case No. 09-09737). Terri L. Gardner, Esq., at Nelson Mullins
Riley & Scarborough, LLP, represents the Debtor in its Chapter 11
effort. The petition says assets and debts range from $10,000,001
to $50,000,000.


COLONIAL BANCGROUP: Asks for Plan Exclusivity until August 20
-------------------------------------------------------------
The Colonial Bancgroup, Inc., asks the U.S. Bankruptcy Court for
the Middle District of Alabama to extend its exclusive periods to
file and solicit acceptances for the proposed plan of
reorganization until August 20, 2010, and October 29, 2010,
respectively.

Absent an extension, the Debtor's exclusivity periods will expire
on June 18 and August 20.

The Debtor needs additional time to file a plan or disclosure
statement in light of the pending litigation with the FDIC-
Receiver and corresponding disputes regarding ownership of the
Debtor's assets.

                     About Colonial BancGroup

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.


CONCORD CAMERA: Files Form S-8 POS to Cancel Shares Offering
------------------------------------------------------------
Concord Camera Corp. filed with the Securities and Exchange
Commission several POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 to cancel
the offering of certain Company shares issuable under:

     -- the Concord Camera Corp. Stock Option Plan for Rita
        Occhionero

        See http://ResearchArchives.com/t/s?6487

     -- the Concord Camera Corp. Stock Option Plan for
        Ralph J. Sutcliffe

        See http://ResearchArchives.com/t/s?6488

     -- the Concord Camera Corp. Stock Option Plan for Patrick
        Lam Chi Kong

        See http://ResearchArchives.com/t/s?6489

     -- the Concord Camera Corp. Incentive Plan (Registration
        Statement No. 33-74754)

        See http://ResearchArchives.com/t/s?648a

     -- the Concord Camera Corp. Incentive Plan (Registration
        Statement No. 333-80767)

        See http://ResearchArchives.com/t/s?648b

     -- the Concord Camera Corp. Stock Option Plan for
        Alberto H. Pineres

        See http://ResearchArchives.com/t/s?648c

     -- the Concord Camera Corp. 2002 Incentive Plan for
        Non-Officer Employees, New Recruits and Consultants

        See http://ResearchArchives.com/t/s?648d

     -- the Concord Camera Corp. 2002 Incentive Plan for
        New Recruits

        See http://ResearchArchives.com/t/s?648e

     -- the Concord Camera Corp. Stock Option Plan for
        Urs W. Stampfli

        See http://ResearchArchives.com/t/s?648f

                     About Concord Camera

Headquartered in Hollywood, Florida, Concord Camera Corp.
(NASDAQ:LENS) -- http://www.concord-camera.com/-- through its
subsidiaries, provides easy-to-use 35mm single-use and traditional
film cameras.  Concord markets and sells its cameras on a private-
label basis and under the POLAROID and POLAROID FUNSHOOTER brands
through in-house sales and marketing personnel and independent
sales representatives.  The POLAROID trademark is owned by
Polaroid Corporation and is used by Concord under license from
Polaroid.

The Troubled Company Reporter reported on November 3, 2008, that a
Plan of Dissolution and Liquidation contemplated an orderly wind
down of the company's business and operations, the monetization of
the company's non-cash assets, the satisfaction or settlement of
its remaining liabilities and obligations and one or more
distributions to its shareholders.


COOPER-STANDARD: Looking for Acquisitions after Bankruptcy Exit
---------------------------------------------------------------
Jewel Gopwani, business writer at Detroit Free Press, says Cooper-
Standard is hiring and on the prowl for acquisitions after a
smooth exit from bankruptcy.  "Cooper-Standard entered bankruptcy
protection and exited in a unique situation -- it was profitable,"
Ms. Gopwani writes, noting Cooper-Standard exited Chapter 11 late
in May, having posted a $3.4-million profit between January and
March.

"We believe this was a very successful restructuring," said Jim
McElya, CEO of Cooper-Standard, during an interview with the Free
Press, Ms. Gopwani says.  The Company's smooth bankruptcy exit,
according to Ms. Ms. Gopwani, was helped by an upturn in auto
production this year.

                       About Cooper-Standard

Cooper-Standard Automotive Inc. -- http://www.cooperstandard.com/
-- headquartered in Novi, Michigan, is a leading global automotive
supplier specializing in the manufacture and marketing of systems
and components for the automotive industry.  Products include body
sealing systems, fluid handling systems and NVH control systems.
The Company is one of the leading suppliers of chassis products in
North America, with about 14% of market share.  The Company's main
custoemrs include Ford Motor Company, General Motors, Chrysler,
Audi, Volkswagen, BMW, Fiat and Honda, among other automakers.
Cooper-Standard Automotive employs approximately 16,000 people
globally with more than 70 facilities throughout the world.

Cooper-Standard is a privately held portfolio company of The
Cypress Group and Goldman Sachs Capital Partners Funds.

Cooper-Standard Holdings Inc., together with affiliates, filed for
Chapter 11 on August 4, 2009 (Bankr. D. Del. Case No. 09-12743).
Attorneys at Fried, Frank, Harris, Shriver & Jacobson LLP and
Richards, Layton & Finger, P.A., will serve as bankruptcy counsel
to the Debtors.  Lazard Freres & Co. is serving as investment
banker while Alvarez & Marsal is financial advisor.  Kurtzman
Carson Consultants LLC is notice, claims and solicitation agent.
In its bankruptcy petition, the Company said that assets on a
consolidated basis total $1,733,017,000 while debts total
$1,785,039,000 as of March 31, 2009.

The Company's Canadian subsidiary, Cooper-Standard Automotive
Canada Limited, also sought relief under the Companies' Creditors
Arrangement Act in the Ontario Superior Court of Justice in
Toronto, Ontario, Canada.


CORNERSTONE DIAMONDS: Reaches Settlement with Secured Lender
------------------------------------------------------------
According to National Jeweler, Michael Beaudry Inc. reached a
global settlement agreement with secured lender First Capital,
which is subject for approval of the U.S. Bankruptcy Court for the
Central District of California.  A hearing is set for June 22,
2010.   With the settlement, the Company said it will submit a
plan of reorganization with the Court to allow it to emerge from
bankruptcy.

                    About Centerstone Diamonds

Headquartered in Los Angeles, California, Centerstone Diamonds,
Inc., sells jewelry, watches, precious stones, and precious
metals.  The Company and Michael Beaudry, Inc., filed for Chapter
11 on June 4, 2009 (Bankr. C.D. Calif. Cases No. 09-23944 and 09-
23945).  Michael S. Kogan, Esq., at Ervin Cohen & Jessup LLP,
represents the Debtors in their restructuring efforts.
Centerstone says it has assets and debts both ranging from $10
million to $50 million.


DBSD NORTH AMERICA: Gets Longer Exclusivity After Confirming Plan
-----------------------------------------------------------------
BSD North America Inc. won confirmation of its Chapter 11 plan in
November.  However, it has not yet implemented the plan because it
is still awaiting permission from the Federal Communications
Commission to transfer licenses.

According to Bloomberg News, just in case FCC approval isn't
forthcoming, DBSD sought and obtained a an extension from June 9
to Oct. 7 of the exclusive right to propose a plan.

                     About DBSD North America

Headquartered in Reston, Virginia, DBSD North America Inc. aka ICO
Member Services Inc. offers satellite communications services.
It has launched a satellite, but is in the developmental stages of
creating a satellite system with components in space and on earth.
It presently has no revenues.

The Company and nine of its affiliates filed for Chapter 11
protection on May 15, 2009 (Bankr. S.D.N.Y. Lead Case No.
09-13061).  James H.M. Sprayregen, Esq., Christopher J. Marcus,
Esq., at Kirkland & Ellis LLP, in New York; and Marc J. Carmel,
Esq., Sienna R. Singer, Esq., at Kirkland & Ellis LLP, in Chicago,
serve as the Debtors' counsel.  Jefferies & Company is the
proposed financial advisors to the Debtors.  The Garden City Group
Inc. is the court-appointed claims agent for the Debtors.  When
the Debtors sought for protection from their creditors, they
listed between $500 million and $1 billion each in assets and
debts.


DEER VALLEY: Files Schedules of Assets and Liabilities
------------------------------------------------------
Deer Valley Medical Center, L.L.C., filed with the U.S. Bankruptcy
Court for the District of Arizona its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $11,000,000
  B. Personal Property              $302,500
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $18,982,284
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $3,845,711
                                 -----------      -----------
        TOTAL                    $11,302,500      $20,121,677*

* Corrected: $22,827,995

Phoenix, Arizona-based Deer Valley Medical Center, LLC, filed for
Chapter 11 bankruptcy protection on April 13, 2010 (Bankr. D.
Ariz. Case No. 10-10726).  Donald W. Powell, Esq., at Carmichael &
Powell, P.C., assists the Company in its restructuring effort.
The Company estimated its assets and debts at $10,000,001 to
$50,000,000.


DEER VALLEY: Taps Deer Donald W. Powell as Bankruptcy Counsel
-------------------------------------------------------------
Deer Valley Medical Center, L.L.C., asks the U.S. Bankruptcy Court
for the District of Arizona for permission to employ Donald W.
Powell, Esq. of Carmichael & Powell, P.C. as counsel.

Mr. Powell will, among other things:

   -- provide legal advice with respect to the powers, duties and
      responsibilities of the Debtor concerning its business,
      continued operations, and management of applicable property;

   -- prepare all necessary and required applications, orders,
      answers, reports, and other needed legal documents; and

   -- perform any and all legal services for the Debtor, which
      will become necessary and required.

Mr. Powell received a $3,961 retainer to secure future payments of
attorneys fees and out of pocket costs, and $1,039 filing fee.

Mr. Powell's hourly rate is $375.

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

Mr. Powell can be reached at:

     Carmichael & Powell, P.C.
     7301 North 16th Street, Suite 103
     Phoenix, AZ 85020-5297
     Tel: (302) 861-0777

                 About Deer Valley Medical Center

Phoenix, Arizona-based Deer Valley Medical Center, LLC, filed for
Chapter 11 bankruptcy protection on April 13, 2010 (Bankr. D.
Ariz. Case No. 10-10726).  Donald W. Powell, Esq., at Carmichael &
Powell, P.C., assists the Company in its restructuring effort.
The Company estimated its assets and debts at $10,000,001 to
$50,000,000.


DEER VALLEY: U.S. Trustee Unable to Form Creditors Committee
------------------------------------------------------------
The Office of the U.S. Trustee for Region 14, notified the U.S.
Bankruptcy Court for the District of Arizona that its was unable
to appoint an official committee of unsecured creditors in the
Chapter 11 case of Deer Valley Medical Center, L.L.C.

The U.S. Trustee explained that there were insufficient
indications of willingness from the unsecured creditors to serve
in the committee.

The U.S. Trustee reserves the right to appoint a committee if
interest develop among the creditors.

Phoenix, Arizona-based Deer Valley Medical Center, LLC, filed for
Chapter 11 bankruptcy protection on April 13, 2010 (Bankr. D.
Ariz. Case No. 10-10726).  Donald W. Powell, Esq., at Carmichael &
Powell, P.C., assists the Company in its restructuring effort.
The Company estimated its assets and debts at $10,000,001 to
$50,000,000.


DOLLAR GENERAL: S&P Raises Corporate Credit Rating to 'BB'
----------------------------------------------------------
Standard & Poor's Ratings Services said it raised its ratings on
Goodlettsville, Tenn.-based Dollar General Corp., including the
corporate credit rating to 'BB' from 'BB-'.  The outlook is
stable.

At the same time, S&P raised the issue rating on the company's
$1.7 billion first-out term loan to 'BBB-' from 'BB' and revised
the recovery rating to '1' from '2'.  S&P also raised the issue
rating on the company's $600 million first-loss term loan to 'BB'
from 'B' and revised the recovery rating on the debt to '4' from
'6'.

"The ratings on Dollar General reflect its leveraged capital
structure, participation in the highly competitive discount retail
environment, and aggressive growth plans.  The company's fair
business profile that benefits from a good market position and
prospects for future growth somewhat offsets those factors.

"Due to Dollar General's extreme value proposition, S&P believes
it is benefiting from consumers trading down in the current weak
economic conditions," said Standard & Poor's credit analyst Ana
Lai.  In addition, restructuring initiatives in recent years,
including improved merchandising and better operating efficiency,
have contributed to better sales and earnings.


DRUG FAIR: Wins Confirmation of Liquidating Plan
------------------------------------------------
Bill Rochelle at Bloomberg News reports that Drug Fair Group Inc.,
a liquidated chain of 58 drug and general merchandise stores, has
won confirmation of its liquidating Chapter 11 plan.  The
bankruptcy judge signed the confirmation order June 7 after no
objections were filed.

According to the report, unsecured creditors are expected to
recover 0.5% under the Plan.  Secured creditors, with about
$64.5 million in claims, were fully paid by the store sales and
liquidations.  The Company now is holding some $2.5 million for
distribution to unsecured creditors that resulted from a
settlement with the lenders.  In June, the Official Committee of
Unsecured Creditors reached a settlement with secured lenders
designed to insure a distribution to unsecured creditors.

                       About Drug Fair Group

Headquartered in Somerset, New Jersey, Drug Fair Group, Inc. --
http://www.drugfair.com/or http://www.costcuttersonline.com/--
fka Community Distributors, Inc., operates pharmacies and general
merchandise stores in northern and central New Jersey.  The
Company, with stores in central and northern New Jersey, is
indirectly owned by Sun Capital Partners Inc., a private-equity
investor based in Boca Raton, Florida.

Drug Fair and CDI Group, Inc., filed for Chapter 11 protection on
March 18, 2009 (Bankr. D. Del. Lead Case No. 09-10897).  Domenic
E. Pacitti, Esq., and Michael W. Yurkewicz, Esq., at Klehr
Harrison Harvey Branzburg & Ellers, represent the Debtors in their
restructuring efforts.  Warren J. Martin, Jr., Esq., and Brett S.
Moore, Esq., at Porzio Bromberg & Newman, P.C., represent the
official committee of unsecured creditors as counsel.  Norman L.
Pernick, Esq., and Patrick J. Reilley, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, P.A., represent the creditors committee
as Delaware counsel.  J.H. Cohn LLP is the creditors committee's
financial advisors and forensic accountants.  Epiq Bankruptcy
Solutions, LLC, is the Debtors' notice and claims agent.  The
Debtors listed assets of $50 million to $100 million and debts of
$100 million to $500 million.

After commencing the Chapter 11 cases, the Debtors began going out
of business sales at approximately 24 locations.  On April 27,
2009, the Court approved the sale of 31 remaining stores to
Walgreen Co. for about $54 million.  The Debtors are winding down
assets not included in the transactions.


DUNE ENERGY: Annual Stockholders Meeting Moved to June 18
---------------------------------------------------------
Dune Energy Inc. said the requisite quorum of stockholders was not
present at its June 2, 2010, Annual Meeting of Stockholders.  The
Meeting was adjourned until Friday, June 18, 2010, and will be
held at the offices of the Company located at Two Shell Plaza, 777
Walker Street, Suite 2300, Houston, Texas 77002, commencing at
1:00 p.m. Central Time.  The record date of April 2, 2010 and the
agenda will remain unchanged for the adjourned Meeting.

                        About Dune Energy

Dune Energy, Inc. (NYSE AMEX: DNE) -- http://www.duneenergy.com/
-- is an independent energy company based in Houston, Texas.
Since May 2004, the Company has been engaged in the exploration,
development, acquisition and exploitation of natural gas and crude
oil properties, with interests along the Louisiana/Texas Gulf
Coast.  The Company's properties cover over 90,000 gross acres
across 27 producing oil and natural gas fields.

The Company's balance sheet at March 31, 2010, showed
$369.1 million in total assets, $188.6 million redeemable
convertible preferred stock, and $376.5 million in total
liabilities, for a $196.1 million stockholders' deficit.

Standard & Poor's Ratings Services revised its recovery rating on
Dune Energy Inc.'s $300 million second-lien notes upon updated
reserve information.  S&P has revised the rating to '4',
indicating its expectation for average (30%-50%) recovery in the
event of a payment default, from '3'.  The issue-level rating of
'CCC-' on these notes remains unchanged.


EAST CAMERON: Plan Outline Hearing Continued until June 22
----------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Louisiana
has continued until June 22, 2010, the hearing on approval of the
Disclosure Statement explaining East Cameron Partners, LP's
Chapter 11 Plan.

The Debtors 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 for the
creation of a liquidation trust which will receive $650,000 to
satisfy remaining  paid and unpaid administrative claims, to make
distributions and pay certain of the fees and expenses of the
liquidating trustee and prosecuting causes of action that are
vested in the liquidating trust.

On the effective date, (i) the Debtor interest will be deemed
extinguished, cancelled, and of no force or effect; and (ii) the
obligations of the Debtor under any agreements governing the
Debtor's interests and any indebtedness or obligation of the
Debtor with respect to the Debtor interests will be discharged
without further act or action.

Under the Plan, holders of allowed secured claims will receive (i)
legal, equitable, and contractual rights of each holder of a
secured claim will be reinstated, or (ii) each holder of a secured
claim will receive treatment so as to render unimpaired the
secured claim.  The Plan did not provide for the estimated
percentage recovery by holders of secured claims.

Each holder of a general unsecured claim that is not subordinated
unsecured claims receive its pro rata share of distributions to be
made from the liquidating trust.

Under the Plan, subordinated unsecured claims will not receive o
retain any property on account of the claims.  All subordinated
unsecured claims will be discharged as of the effective date.

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

                    About East Cameron Partners

Based in Lafayette, Louisiana, East Cameron Partners, LP --
http://www.eastcameronpartners.com/-- is an independent oil and
gas exploration and production company.  The Company filed for
Chapter 11 relief on Oct. 16, 2008 (Bankr. W.D. La. Case No.
08-51207).  Benjamin W. Kadden, Esq., Christopher T. Caplinger,
Esq., and Stewart F. Peck, Esq., at Lugenbuhl, Wheaton, Peck,
Rankin & Hubbard, represent the Debtor as counsel.  Michael H.
Piper, Esq., and William E. Steffes, Esq., at Steffes, Vingiello &
McKenzie, L.L.C., represent the Official Committee of Unsecured
Creditors as counsel.  When the Debtor filed for protection from
its creditors, it listed over $100 million each in assets and
debts.


ELBA ANDRADE: Case Summary & 14 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Elba M. Andrade
        954 Harbortowne Road
        Charleston, SC 29412

Bankruptcy Case No.: 10-04014

Chapter 11 Petition Date: June 4, 2010

Court: United States Bankruptcy Court
       District of South Carolina (Charleston)

Judge: David R. Duncan

Debtor's Counsel: Elizabeth M. Atkins, Esq.
                  778 Street Andrews Boulevard
                  Charleston, SC 29407
                  Tel: (843) 763-0333
                  E-mail: ematkins2000@yahoo.com

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

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

According to the schedules, the Debtor says that assets total
$372,228 while debts total $373,652.

A copy of the Debtor's list of 14 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/scb10-04014.pdf

The petition was signed by the Debtor.


ENPRO INDUSTRIES: Gets Waiver of Default from Garlock Bankruptcy
----------------------------------------------------------------
On June 4, 2010, EnPro Industries, Inc., and certain of its wholly
owned subsidiaries entered into a Fifth Amendment to Amended and
Restated Loan and Security Agreement and Amendment to Other Loan
Documents with Bank of America, N.A., in its capacity as
collateral and administrative agent, and certain lenders.  The
Loan Amendment amends the Amended and Restated Loan and Security
Agreement dated April 26, 2006 among the Company, certain of its
subsidiaries, the Agent and the lenders.

The Loan Amendment provides for these primary changes to the Loan
Agreement:

  * Waives any default or event of default arising from the filing
    of voluntary petitions under Chapter 11 of the U.S. Bankruptcy
    Code, with the intention of creating a trust pursuant to
    Section 524(g) of the U.S. Bankruptcy Code to address and
    resolve all current and future asbestos claims, by the
    Company's subsidiaries -- Garlock Sealing Technologies LLC,
    Garrison Litigation Management Group, Ltd. and The Anchor
    Packing Company; and

  * Provides for the use of a defined amount of cash collateral by
    Garlock and Garrison in the 524(g) Proceeding until the Loan
    Amendment becomes effective;

  * Subject to satisfaction of certain conditions, the Loan
    Amendment also makes these primary changes to the Loan
    Agreement:

     -- Reduces the commitments of the lenders from $75 million to
        $60 million (under certain conditions as set forth in the
        Loan Agreement and upon request of the borrowers, the
        commitment may be increased to $85 million, where formerly
        this amount was $100 million);

     -- Eliminates Garlock as a borrower and Garrison and two
        domestic subsidiaries of Garlock as guarantors under the
        Loan Agreement, releases Garlock, Garrison and its
        subsidiaries from the covenants under the Loan Agreement
        and releases all liens on the assets of Garlock, Garrison
        and its subsidiaries as collateral under the Loan
        Agreement;

     -- Eliminates Garlock's accounts and inventory from the
        borrowing base under the Loan Agreement;

     -- Permits a letter of credit in the face amount of
        $4,721,323 for the account of Garlock and provides for the
        bank products obligations of Garlock, Garrison and such
        subsidiaries to Bank of America, N.A. and its affiliates
        to be rolled over from the Loan Agreement to a specified
        debtor-in-possession credit facility to be provided by
        Bank of America, N.A. to Garlock and Garrison;

     -- Increases the applicable interest rate on borrowings, with
        the applicable margin on LIBOR-based loans ranging from
        2.00% to 2.50% per annum based on the level of outstanding
        borrowings and the borrowing base and with the applicable
        margin on base rate, or "prime rate," loans similarly
        ranging from 1.00% to 1.50%; and

     -- Increases the fee with respect to the unused portion of
        the commitment under the Loan Agreement from 0.25% to
        0.50% per annum.

The conditions to the effectiveness of these changes include:

(a) Certification that no default or event of default exists
     under the Loan Agreement;

(b) The commencement of the 524(g) Proceeding by Garlock,
     Garrison and Anchor in the United States Bankruptcy Court for
     the Western District of North Carolina;

(c) The entry by Garlock and Garrison into a debtor-in-
     possession loan agreement with Bank of America, N.A. on
     terms mutually acceptable to the parties;

(d) Entry by the Bankruptcy Court of an interim financing order,
     in form and substance satisfactory to Bank of America, N.A.,
     approving, among other matters, the debtor-in-possession loan
     agreement, granting liens in favor of Bank of America, N.A.
     as security for the letter of credit and bank products rolled
     over to the debtor-in-possession credit facility, and the
     other obligations under the debtor-in-possession loan
     agreement;

(e) Entry by the Bankruptcy Court of an order, in form and
     substance satisfactory to Bank of America, N.A. authorizing
     the continuation of the cash management system currently in
     place during the pendency of the 524(g) Proceeding;

(f) All first-day orders in the 524(g) Proceeding that in the
     reasonable judgment of Bank of America N.A. may have an
     impact upon the debtor-in-possession loan agreement or
     collateral security therefor shall be in form and substance
     satisfactory to Bank of America, N.A.;

(g) Payment of the applicable amendment fee and other fees and
     expenses; and

(h) As of the date of the satisfaction of the preceding
     conditions, the interim financing order related to the
     debtor-in-possession facility shall not have been vacated,
     reversed, modified, amended or stayed without the prior
     written consent of Bank of America, N.A.

                      About EnPro Industries

EnPro Industries, Inc. is engaged in the design, development,
manufacturing and marketing of engineered industrial products. It
has three business segments: sealing products segment, engineered
products segment, and engine products and services segment.  In
February 2009, the Company purchased PTM (UK) Limited.  In August
2009, it acquired USA Parts & Service, LLC.  In September 2009, it
acquired Player & Cornish P.E.T. Limited.  In December 2009, it
acquired Technetics Corporation.  In March 2010, the Company sold
its Quincy Compressor to Atlas Copco AB.

                      About Garlock Sealing

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

On June 5, Garlock filed a voluntary Chapter 11 petition (Bankr.
W. D. N.C. Case No. 10-31607) in Charlotte to establish a trust to
resolve all current and future asbestos claims against Garlock
under Section 524(g) of the U.S. Bankruptcy Code.  The Debtor
listed $500,000,001 to $1,000,000,000 in assets and $100,000,001
to $500,000,000 in debts as of the Petition Date.  Affiliates The
Anchor Packing Company and Garrison Litigation Management Group,
Ltd., also filed for bankruptcy.

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

Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A.,
represents the Debtor in its Chapter 11 effort.  Garland S.
Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel
for Asbestos matters.


EXELTECH AEROSPACE: Bombardier Plans to Acquire Hangar
------------------------------------------------------
Bombardier disclosed the acceptance of its offer to purchase the
Saint-Laurent facilities of ExelTech Aerospace Inc. following the
latter's bankruptcy.  The acquisition will increase Bombardier's
Global Completion Centre (GCC) capabilities for its Global 5000
and Global Express XRS business jets.  The world-class GCC is a
fully integrated completion facility with the capability to
define, engineer, fabricate, certify and deliver customized
interior installations.  Bombardier's GCC is known for its
superior quality and workmanship, as well as for its customer-
centric focus.

Bombardier's Global business jets are recognized throughout the
industry as the ultimate in design and performance.  "The
acquisition of the ExelTech facility positions us to better serve
our customers with the highest quality completions for our
flagship Global business aircraft," said Steve Ridolfi, President,
Bombardier Business Aircraft.

The acquisition of this facility from RSM Richter Inc., in its
capacity of receiver of ExelTech Aerospace Inc., is subject to
closing conditions including obtaining the approval of the
Superior Court of Quebec, as is customary for this type of
transaction.

                     About Bombardier Inc.

Bombardier Inc., headquartered in Montreal, Quebec, is a
diversified manufacturing company involved in the aerospace and
transportation markets.

                           *     *     *

As reported in the Troubled Company Reporter-Latin America on
March 18, 2010, Standard & Poor's Ratings Services said it
assigned its 'BB+' debt rating (the same as the corporate credit
rating on the company) and '4' recovery rating to Montreal-based
Bombardier Inc.'s proposed US$650 million senior unsecured notes
due 2018 and US$850 million senior unsecured notes due 2020.  The
'4' recovery rating indicates S&P's expectation of an average
(30%-50%) recovery in the event of a payment default.

                      About ExelTech Aerospace

ExelTech Aerospace Inc. (TSX Venture: XLT) --
http://www.exeltech-aerospace.com/-- is a first tier maintenance,
repair and overhaul company.

ExelTech Aerospace announced February 4, 2010, that it has filed a
notice of intention to file a proposal under the Bankruptcy and
Insolvency Act (Canada), seeking protection from its creditors.

ExelTech has retained RSM Richter Inc. to act as its trustee to
the NOI and Davies Ward Phillips & Vineberg, LLP as its counsel.

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


FRASER PAPERS: Delays Filing of First Quarter Financials
--------------------------------------------------------
Fraser Papers Inc.  disclosed that the financial statements for
the interim period ended April 10, 2010, including the related
management discussion and analysis, and CEO and CFO certifications
will not be filed by the June 9, 2010 due date.

Fraser Papers remains under creditor protection pursuant to the
provisions of the Companies' Creditors Arrangement Act, with its
stay of proceedings having been extended by the court to July 9,
2010.

The Company is working diligently to finalize the accounting for
certain restructuring transactions and will file the Required
Documents as soon as is practicable.

Until the Required Documents are filed, the Company intends to
provide information in accordance with National Policy 12-203
Cease Trade Orders for Continuous Disclosure Defaults.

                     About Fraser Papers

Fraser Papers -- http://www.fraserpapers.com/-- is an integrated
specialty paper company that produces a broad range of specialty
packaging and printing papers.  The Company has operations in New
Brunswick, Maine, New Hampshire and Quebec.

On June 18, 2009, citing continued operating losses, weak markets
for pulp and lumber, impending debt repayments and significant
pension funding obligations, the Company and its subsidiaries
filed for protection under the Companies Creditors Arrangement Act
(Ont. Super. Ct. J. Ct. File No. CV-09-8241-00CL) in Toronto and
Chapter 15 (Bankr. D. Del. Case No. 09-12123) of the U.S.
Bankruptcy Code.  Fraser is represented by Michael Barrack, Esq.,
Robert I. Thornton, Esq., and D.J. Miller, Esq., at
ThorntonGroutFinnigan LLP, in Toronto, and Derek C. Abbott, Esq.,
at Morris, Nichols, Arsht & Tunnell LLP, in Wilmington, Del.  With
adequate financing to support continuing operations, Fraser says
it is developing a restructuring plan to present to its creditors
-- hopefully by Oct. 16, 2009 -- with the objective of emerging
with a sustainable and profitable specialty papers business.


FREDDIE MAC: Amends Bylaws to Revise Notice Provisions
------------------------------------------------------
The Board of Directors of Freddie Mac (formally known as the
Federal Home Loan Mortgage Corporation) on June 4, 2010, adopted
amendments to the company's Bylaws, effective July 1, 2010. The
amendments were made primarily to revise the notice provisions of
the Bylaws (Sections 3.3(c), 4.9(a) and 7.1) to conform to changes
in the notice provisions in the Virginia Stock Corporation Act
that will become effective on July 1, 2010.

A full-text copy of the BYLAWS OF THE FEDERAL HOME LOAN MORTGAGE
CORPORATION, as amended and restated July 1, 2010, is available at
no charge at http://ResearchArchives.com/t/s?6481

                        About Freddie Mac

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

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


GARLOCK SEALING: EnPro Conf. Call Discusses Asbestos Claims
-----------------------------------------------------------
EnPro Industries, Inc., hosted a conference call on June 7, 2010,
to discuss the Garlock asbestos claims resolution process.  A
webcast of the conference call is available on the company's Web
site http://www.enproindustries.com

EnPro will also host an analyst and investor conference on
June 10, 2010, from 8:00 a.m. until noon at the Omni Berkshire
Hotel in New York.  A webcast of the conference will be available
at http://www.enproindustries.com

Institutional investors and analysts who are interested in
attending can register for the conference at:

          https://www.meetmax.com/enpro_investor_day.html

                      About Garlock Sealing

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

On June 5, Garlock filed a voluntary Chapter 11 petition (Bankr.
W. D. N.C. Case No. 10-31607) in Charlotte to establish a trust to
resolve all current and future asbestos claims against Garlock
under Section 524(g) of the U.S. Bankruptcy Code.  The Debtor
listed $500,000,001 to $1,000,000,000 in assets and $100,000,001
to $500,000,000 in debts as of the Petition Date.  Affiliates The
Anchor Packing Company and Garrison Litigation Management Group,
Ltd., also filed for bankruptcy.

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

Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A.,
represents the Debtor in its Chapter 11 effort.  Garland S.
Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel
for Asbestos matters.

Bankruptcy Creditors' Service, Inc., publishes Garlock Sealing
Bankruptcy News.  The newsletter tracks the chapter 11 proceeding
undertaken by Garlock Sealing Technologies LLC and its various
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


GARLOCK SEALING: EnPro Industries May Record Gain in Q2
-------------------------------------------------------
EnPro Industries Inc. has determined that as a result of the
filing of voluntary petitions by Garlock Sealing Technologies and
two other affiliates, under generally accepted accounting
principles, it ceased to have the ability to exert control over
the three entities on or about the Petition Date.  Accordingly,
the Company's investment in Garlock, Anchor Packing Company and
Garrison Litigation Management Group, Ltd., will be deconsolidated
from the Company's financial results beginning on the Petition
Date, and the resulting net investment adjusted to its fair value
as of the Petition Date.  Based upon a preliminary assessment of
the effect of deconsolidation of these subsidiaries, the Company
does not believe that any loss will be recorded and may record a
gain in the period ending June 30, 2010.

In addition, as a result of the deconsolidation of Garlock,
Garrison and Anchor from the Company's financial results,
commencing on the Petition Date the Company's consolidated
financial results will reflect interest expense relating to
outstanding intercompany promissory notes issued by consolidated
subsidiaries of the Company in favor of Garlock, and these
promissory notes will be reflected as liabilities in the Company's
consolidated balance sheets.  These promissory notes initially
arose in 2005 as a result of an internal reorganization in which
the businesses of certain subsidiaries of Garlock were transferred
from Garlock to other subsidiaries of EnPro at estimated fair
values.  The terms of these promissory notes were recently
extended to 2017 and the annual interest rate increased from 6.5%
to 11%.  Of the 11% annual interest rate, interest at a rate of
6.5% is paid in cash and the remaining interest at a rate of 4.5%
is paid in kind by the delivery of additional promissory notes of
the same terms with an initial principal balance equal to such
interest payment.

                      About EnPro Industries

EnPro Industries, Inc. is engaged in the design, development,
manufacturing and marketing of engineered industrial products. It
has three business segments: sealing products segment, engineered
products segment, and engine products and services segment.  In
February 2009, the Company purchased PTM (UK) Limited.  In August
2009, it acquired USA Parts & Service, LLC.  In September 2009, it
acquired Player & Cornish P.E.T. Limited.  In December 2009, it
acquired Technetics Corporation.  In March 2010, the Company sold
its Quincy Compressor to Atlas Copco AB.

                      About Garlock Sealing

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

On June 5, Garlock filed a voluntary Chapter 11 petition (Bankr.
W. D. N.C. Case No. 10-31607) in Charlotte to establish a trust to
resolve all current and future asbestos claims against Garlock
under Section 524(g) of the U.S. Bankruptcy Code.  The Debtor
listed $500,000,001 to $1,000,000,000 in assets and $100,000,001
to $500,000,000 in debts as of the Petition Date.  Affiliates The
Anchor Packing Company and Garrison Litigation Management Group,
Ltd., also filed for bankruptcy.

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

Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A.,
represents the Debtor in its Chapter 11 effort.  Garland S.
Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel
for Asbestos matters.


GARLOCK SEALING: Proposes Asbestos Claimants' Notice Procedures
---------------------------------------------------------------
Garlock Sealing Technologies LLC produces and sells high
performance fluid-sealing products, including gaskets and
compression packing used in internal piping and valve assemblies
in numerous industries.  Some of the gaskets and packing produced
or sold by Garlock and The Anchor Packing Company contained
encapsulated asbestos.  Since the 1970s, Garlock and Anchor have
received hundreds of thousands of claims by individuals alleging
they suffer from personal injuries related to exposure to those
products.

As of December 31, 2009, the Debtors had received 850,000 claims
and paid $1.37 billion in indemnity payments and about
$389 million in legal costs to resolve those claims.  About
100,000 of those claims remain pending and Garrison Litigation
Management Group, Ltd., pays over $100 million annually to defend
and resolve the Asbestos Claims.

In light of the manner in which counsel have represented those
claimants, the Debtors have not obtained personal contact
information to permit them or the Court to transmit bankruptcy
notices to the Asbestos Claimants directly, Ashley K. Neal, Esq.,
at Rayburn Cooper & Durham, P.A., in Charlotte, North Carolina,
relates.

Against this backdrop, the Debtors ask the Court to approve
certain notice procedures for the Asbestos Claimants.

Specifically, the Debtors propose that notices and other
communications to the Asbestos Claimants, when required by the
Court, be transmitted to their counsel of record instead of
sending those notices to the Asbestos Claimants individually and
separately.  In addition, in making any initial transmission of
notice to the Asbestos Claimants through their counsel of record,
the Debtors will include a listing directed to each counsel that
identifies the Asbestos Claimants for which that counsel has
appeared.  At that appropriate juncture in their Chapter 11 cases,
the Debtors will propose means to give notice to unknown Asbestos
Claimants and will seek the appointment of a legal representative
to represent persons that might subsequently assert demands of the
same kind as the Asbestos Claimants.

Ms. Neal asserts that the Debtors have no reasonable means to
discover information to permit direct communications with the
known Asbestos Claimants, nor would initiating direct
communications comport with their course of dealings.

In contrast, the Asbestos Claimant Notice Procedures will ease the
Debtors' administrative burden of sending notices to thousands of
individuals, resulting in cost savings to the Debtors' estates for
the benefit of their creditors, she says.  In addition, the
Debtors intend to reduce any risk of any prejudice to the Asbestos
Claimants by implementation of the Asbestos Claimant Notice
Procedures by publishing, when appropriate, relevant notices
concerning the Cases in certain nationally circulated
publications, she maintains.

                      About Garlock Sealing

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

On June 5, Garlock filed a voluntary Chapter 11 petition (Bankr.
W. D. N.C. Case No. 10-31607) in Charlotte to establish a trust to
resolve all current and future asbestos claims against Garlock
under Section 524(g) of the U.S. Bankruptcy Code.  The Debtor
listed $500,000,001 to $1,000,000,000 in assets and $100,000,001
to $500,000,000 in debts as of the Petition Date.  Affiliates The
Anchor Packing Company and Garrison Litigation Management Group,
Ltd., also filed for bankruptcy.

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

Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A.,
represents the Debtor in its Chapter 11 effort.  Garland S.
Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel
for Asbestos matters.

Bankruptcy Creditors' Service, Inc., publishes Garlock Sealing
Bankruptcy News.  The newsletter tracks the chapter 11 proceeding
undertaken by Garlock Sealing Technologies LLC and its various
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


GARLOCK SEALING: Seeks July 20 Extension for Schedules
------------------------------------------------------
Section 521 of the Bankruptcy Code and Rule 1007 of the Federal
Rules of Bankruptcy Procedure provides that if the bankruptcy
petition is accompanied by a list of all the debtor's creditors
and their addresses, each debtor is required, within 15 days from
the Petition Date, to file with the Court (a) a schedule of assets
and liabilities, (b) a statement of financial affairs, (c) a
schedule of current income and expenditures, (d) a statement of
executory contracts and unexpired leases and (e) a list of equity
security holders.

By this motion, Garlock Sealing Technologies LLC and its units ask
the Court to extend the 15-day deadline to file their Schedules
and Statements for another 31 days, through and including July 20,
2010.

Ashley K. Neal, Esq., at Rayburn Cooper & Durham, P.A., in
Charlotte, North Carolina, tells the Court that due to the number
of creditors, as well as the size and complexity of the Debtors'
business operations, there was insufficient time to prepare the
Schedules and Statements.

The Debtors believe that the accuracy of the Schedules and
Statements will be greatly enhanced if the proposed extension is
approved, Ms. Neal relates.  The Debtors already filed a list of
the known holders of claims with their voluntary petitions on the
Petition Date.

Recognizing the importance of the Schedules and Statements in the
Chapter 11 cases, the Debtors intend to complete the Schedules and
Statements as quickly as possible under the circumstances, she
says.

                      About Garlock Sealing

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

On June 5, Garlock filed a voluntary Chapter 11 petition (Bankr.
W. D. N.C. Case No. 10-31607) in Charlotte to establish a trust to
resolve all current and future asbestos claims against Garlock
under Section 524(g) of the U.S. Bankruptcy Code.  The Debtor
listed $500,000,001 to $1,000,000,000 in assets and $100,000,001
to $500,000,000 in debts as of the Petition Date.  Affiliates The
Anchor Packing Company and Garrison Litigation Management Group,
Ltd., also filed for bankruptcy.

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

Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A.,
represents the Debtor in its Chapter 11 effort.  Garland S.
Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel
for Asbestos matters.

Bankruptcy Creditors' Service, Inc., publishes Garlock Sealing
Bankruptcy News.  The newsletter tracks the chapter 11 proceeding
undertaken by Garlock Sealing Technologies LLC and its various
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


GARLOCK SEALING: EnPro Has Interim Injunction for Asbestos Suits
----------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that U.S. Bankruptcy Judge
George R. Hodges in Charlotte, North Carolina, signed on June 7 a
temporary injunction stopping asbestos lawsuits against Garlock
Sealing Technologies LLC and its debtor-affiliates.  The report
notes that the injunction also includes claim against non-debtor
parent EnPro Industries Inc. and 65 affiliates not in bankruptcy.

Judge Hodges, according to Bloomberg, will hold a June 21 hearing
on a preliminary injunction to decide if he should continue the
ban on suits against non-bankrupt companies.  Suits against the
companies in Chapter 11 are automatically stopped by the
bankruptcy filing alone.

Judge Hodges at a hearing on June 8 granted interim access to a
$10 million loan for the Chapter 11 case being provided by Bank of
America NA, the existing secured lender.  The final hearing on
financing is scheduled for June 30.

                      About EnPro Industries

EnPro Industries, Inc., is engaged in the design, development,
manufacturing and marketing of engineered industrial products. It
has three business segments: sealing products segment, engineered
products segment, and engine products and services segment.  In
February 2009, the Company purchased PTM (UK) Limited.  In August
2009, it acquired USA Parts & Service, LLC.  In September 2009, it
acquired Player & Cornish P.E.T. Limited.  In December 2009, it
acquired Technetics Corporation.  In March 2010, the Company sold
its Quincy Compressor to Atlas Copco AB.

                      About Garlock Sealing

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

On June 5, Garlock filed a voluntary Chapter 11 petition (Bankr.
W.D.N.C. Case No. 10-31607) in Charlotte to establish a trust to
resolve all current and future asbestos claims against Garlock
under Section 524(g) of the U.S. Bankruptcy Code.  The Debtor
listed $500,000,001 to $1,000,000,000 in assets and $100,000,001
to $500,000,000 in debts as of the Petition Date.  Affiliates The
Anchor Packing Company and Garrison Litigation Management Group,
Ltd., also filed for bankruptcy.

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

Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A.,
represents the Debtor in its Chapter 11 effort.  Garland S.
Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel
for asbestos matters.


GENERAL GROWTH: May Turn Over 13 Properties Upon Emergence
----------------------------------------------------------
General Growth Properties, Inc., disclosed in its monthly
operating report for the month ended April 30, 2010, that it has
identified 13 "underperforming" retail properties that may be
turned over to lenders after the company emerges from bankruptcy.

GGP Chief Financial Officer Edmund Hoyt relates that pursuant to
the agreements with the lenders for those properties, GGP has
until two days after its emergence to determine whether the
collateral property for those loans should be deeded to the
applicable lender or the property should be retained with further
modified loan terms.

Mr. Hoyt relates that before GGP's emergence from Chapter 11, all
cash produced by the property is under the control of applicable
lenders and GGP is required to pay any operating expense
shortfall.  Similarly, the applicable lender can change the
manager of the property or put the property in receivership and
GGP has the right to deed the property to the lender, but none of
those actions have yet occurred, he points out.

Of the 13 Properties, five of the Properties had emerged as of
December 31, 2009, for which GGP recorded a gain in reorganization
items of $54.2 million for the year ended December 31, 2009, Mr.
Hoyt discloses.  The remaining eight properties emerged during the
first quarter of 2010, for which GGP recorded a gain in
reorganization items of $69.3 million, he states.

Daniel Taub and Prashant Gopal of Bloomberg News, report that the
properties, consisting of 12 malls and one community center, are
in Virginia, Michigan, Louisiana, Tennessee, Utah, Colorado,
California and Florida, citing a list provided by a person with
knowledge of the plans.

Grand Traverse Mall in Traverse City, Michigan, a regional
shopping center; Oviedo Marketplace in Oviedo, Florida and Chapel
Hills Mall in Colorado Springs, Colorado were among the properties
named by the source who asked not to be named because the identity
of the properties have not been made public, Bloomberg says.

A full-text copy of the April 2010 MOR is available for free
at http://bankrupt.com/misc/ggpapril2010mor.pdf

                       About General Growth

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

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

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


GENERAL GROWTH: Phase II Mall, 5 Others Emerge from Ch. 11
----------------------------------------------------------
Six debtor affiliates of General Growth Properties, Inc., exited
Chapter 11 on May 28, 2010, and June 4, 2010, according to a
notice filed with the United States Bankruptcy Court for the
Southern District of New York.

Phase II Mall Subsidiary, LLC, and Fashion Show Mall LLC emerged
from Chapter 11 on May 28, 2010.  GGP-Mall of Louisiana Holding,
Inc.; Mall of Louisiana Holding, Inc.; GGP-Mall of Louisiana II,
L.P.; and GGP-Mall of Louisiana L.P. emerged from Chapter 11 on
June 4, 2010.

The Plan Debtors' Joint Plan of Reorganization is deemed effective
as of May 28, 2010 and June 4, 2010.

Counsel to GGP, James H.M. Sprayregen, P.C., at Weil, Gotshal &
Manges LLP, in New York, told Judge Gropper that each of the
conditions precedent to consummation of the Plan has been
satisfied or waived in accordance with the Plan.

After the Effective Date, and without the need for further Court
approval, the Plan Debtors may (a) cause any or all of the Plan
Debtors to be merged into or contributed to one or more of the
Plan Debtors or non-Debtor Affiliates, dissolved or otherwise
consolidated or converted, (b) cause the transfer of assets
between or among the Plan Debtors or non-Debtor Affiliates
or (c) engage in any other transaction in furtherance of the Plan.

The Plan provides for 100% recovery to all holders of Claims
against, and Interests in, the Plan Debtors.

The order confirming the Plan on December 15, 2009, the second
order confirming the Plan on December 23, 2009, the third
order confirming the Plan on January 20, 2010, the fourth
order confirming the Plan on February 16, 2010, the fifth order
confirming the Plan on March 3, 2010, the sixth order confirming
the Plan on March 18, 2010, the seventh order confirming the
Plan on March 26, 2010, the eighth order confirming the Plan on
April 29, 2010, the ninth order confirming the Plan on May 20,
2010, and the Plan establish certain deadlines by which holders of
Claims must take certain actions.

Full-text copies of the Confirmation Orders dated December 15, and
23, 2009, January 20, 2010, February 16, 2010, and March 3, 18 and
26, 2010, April 29, 2010 and May 20, 2010 are available for free
at:

http://bankrupt.com/misc/ggp_Dec15ConfirmationOrder.pdf
http://bankrupt.com/misc/ggp_Dec23ConfOrd.pdf
http://bankrupt.com/misc/ggp_Jan20ConfOrder.pdf
http://bankrupt.com/misc/ggp_Feb16ConfOrder.pdf
http://bankrupt.com/misc/ggp_Mar3ConfOrder.pdf
http://bankrupt.com/misc/ggp_Mar18ConfOrder.pdf
http://bankrupt.com/misc/ggp_Mar26ConfOrder.pdf
http://bankrupt.com/misc/ggp_Apr29ConfOrder.pdf
http://bankrupt.com/misc/ggp_May20ConfOrder.pdf

                       About General Growth

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

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

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


GENERAL GROWTH: Sticks with Brookfield's Offer for Plan
-------------------------------------------------------
General Growth Properties, Inc., is set to proceed with a plan to
emerge from bankruptcy backed by a group led by Brookfield Asset
Management Inc. as a deadline for others to submit bids elapsed,
Reuters reports, citing a source familiar with the matter.

As previously reported, potential investors faced the deadline of
June 2, 2010, to submit final proposals -- solid fully financed,
binding offers with proposed final documentation -- to GGP.

GGP intends to select the final proposal it will consummate on
July 2, 2010, and targets to file a Chapter 11 plan and disclosure
statement incorporating that final proposal on the same day.

In May 2010, Judge Allan Gropper of the U.S. Bankruptcy Court for
the Southern District of New York approved the bidding procedures
governing GGP's selection of the best transaction for its
emergence from Chapter 11, including the issuance of warrants to
serve as compensation for the financial commitments to be provided
under the BFP Proposal.

The latest Brookfield proposal is a $6.55 billion equity
investment and $2 billion capital backstop offer from Brookfield's
affiliate, REP Investments LLC, an affiliate of Brookfield Asset
Management Inc., Fairholme Capital Management, LLC, and Pershing
Square Capital Management, L.P., for the assets of GGP.

Although the June 2 deadline has passed, GGP can still entertain
better bids to either buy the company or to fund it as stand-alone
entity before the July 2 deadline, Reuters notes.

Simon Property Group, which had aggressively pursued GGP for
months, walked away after the Brookfield group was granted the
inside track, and it has not returned to the table so far, the
source told Reuters.

In addition, Blackstone Group, which had partnered with Simon on
its bid for GGP, is interested in joining the Brookfield-led
consortium, but it has not signed an investment agreement yet, the
source revealed, declining to be named because talks are not
public, says Reuters.  Blackstone was also said to be considering
investing $500 million alongside the Brookfield group, another
source told Reuters last May.

GGP received an expression of interest from one other consortium
looking to replace the Fairholme-Pershing part of its
recapitalization proposal, the source disclosed, Reuters relates.

The rival group's offer would have potentially come at a better
price than the $15 per share investment from the Brookfield-led
group, but the terms overall were not good enough for GGP to
change track, the source said, Reuters notes.

The source continued that the Fairholme-Pershing investment terms
offer more flexibility and other terms that are better, Reuters
notes.

                  Retailers Uncertain of Outcome
                      of GGP's Restructuring

Tenants remain wary of how GGP's soon emergence from Chapter 11
may ultimately affect their rent, according to luxury retail
experts, Reuters relates.

"What ultimately happens with GGP is very interesting to us,"
William Susman, chief operating officer of boutique investment
bank Financo, was quoted at the Reuters Global Luxury Summit in
New York, as saying.  Mr. Susman explained that a continued
consolidation of landlord leverage over the retailers makes
smaller mall stores nervous, citing that the rates may go up,
Reuters relates.  The smaller mall stores account for nearly all
the mall rent, Reuters says.

Reuters notes that one of GGP's reasons for rejecting Simon's
final bid were concerns over antitrust issues.  A Simon-General
Growth combination would give Simon control over more than half of
the top quality, or Class "A" U.S. malls based on an independent
research firm Green Street Advisors, Reuters relates.

Executives at the Reuters Global Luxury Summit were also reluctant
to take sides over the best path for GGP, Reuters notes.

Saks Inc. Chief Executive Officer Stephen Sadove says whatever
happens to GGP will not likely affect its business, Reuters
discloses.

However, Lew Frankfort, chief executive officer of Coach Inc.,
says he hoped that Simon would prevail, as the top management of
GGP changed a few weeks before the company filed for bankruptcy,
Reuters relates.  "Simon takes particular care of its properties
and is always forward-minded," Mr. Frankfort elaborates, Reuters
adds.

                       About General Growth

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

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

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


GENERAL LAND: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: General Land Corporation
        200 Newbury Street, 4th Floor
        Boston, MA 02116

Bankruptcy Case No.: 10-16174

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 Company did not file a list of creditors together with its
petition.

The petition was signed by Carol S. Parks.

Debtor-affiliates that filed separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
30-32 Oliver Street Corporation       10-16173            06/04/10
  Assets: $1,000,001 to $10,000,000
  Debts: $100,000,001 to $500,000,000
The 131 Arlington Street Trust,       10-16177            06/04/10
   a Massachusetts business trust
  Assets: $1,000,001 to $10,000,000
  Debts: $100,000,001 to $500,000,000
100 Stuart Street, LLC                10-14534            04/28/10
Auto Sales & Service, Inc.            10-14528            04/28/10
Frank Sawyer Corporation              10-14533            04/28/10
General Trading Company               10-14532            04/28/10
SW Boston Hotel Venture, LLC          10-14535            04/28/10


GOLDBERG-BAYMEADOWS: U.S. Trustee Unable to Form Creditors Panel
----------------------------------------------------------------
The Office of the U.S. Trustee for Region 21 notified the U.S.
Bankruptcy Court for the Middle District of Florida that until
further notice, it will not appoint an official committee of
unsecured creditors in the Chapter 11 cases of Goldberg-
Baymeadows, LLC, et al.

The U.S. Trustee explained that there were insufficient
indications of willingness from the unsecured creditors to serve
in the committee.

Rancho Mirage, California-based Goldberg-Baymeadows, LLC, filed
for Chapter 11 bankruptcy protection on March 2, 2010 (Bankr. M.D.
Fla. Case No. 10-01637).  Jason B. Burnett, Esq., at GrayRobinson,
P.A., 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.


GOLDSPRING INC: Gets FINRA Approval for Reverse Stock Split
-----------------------------------------------------------
GoldSpring Inc. has received approval from the Financial Industry
Regulatory Authority clearing the reverse stock split previously
approved by its stockholders and announced on May 10, 2010.

According to FINRA's approval, the reverse stock split will take
effect on Monday, June 7, 2010.  On the Effective Date, the
Company's trading symbol will be changed from "GSPG" to "GSPGD"
for approximately 20 business days after which it will revert to
GSPG.  Upon the effectiveness of the reverse stock split, there
will be approximately 18.7 million shares issued and outstanding.

All records of the Company's transfer agent, Corporate Stock
Transfer will be updated to reflect the change.  On the Effective
Date, Corporate Stock Transfer will provide instructions to
stockholders relating to the issuance of book-entry evidence of
ownership giving effect to the reverse stock split and to the
issuance of new stock certificates.  Shares held as part of the
DTC System will be automatically adjusted on the same basis.

Virginia City, Nev.-based Goldspring, Inc. (OTC BB: GSPG) is a
North American precious metals mining company, focused in Nevada,
with extensive, contiguous property in the Comstock Lode District.

                          *      *      *

The Company's balance sheet as of March 31, 2010, showed
$4,886,495 in assets and $33,865,489 of liabilities, for a
stockholders' deficit of $28,978,994.


GRAHAM PACKAGING: Lennox Replaces Sudan as Food & Bev Chief
-----------------------------------------------------------
Ashok Sudan on June 2, 2010, notified Graham Packaging Company
Inc. of his decision to resign from his position as the Company's
Executive Vice President and General Manager, Global Food and
Beverage effective June 30, 2010, to become the Chief Executive
Officer of a European company based in Paris.

Effective June 30, 2010, Peter T. Lennox -- the Company's Senior
Vice President, General Manager of Household Chemical and
Automotive, Personal Care/Specialty and South America -- will
assume Mr. Sudan's responsibilities and will be appointed Senior
Vice President, General Manager Food and Beverages.

                     About Graham Packaging

Headquartered in York, Pennsylvania, Graham Packaging Holdings
Company, -- http://www.grahampackaging.com/-- the parent company
of Graham Packaging Company, L.P., is engaged in the design,
manufacture and sale of customized blow molded plastic containers
for the branded food and beverage, household, automotive
lubricants and personal care/specialty product categories.  As of
the end of June 2008, the company operated 83 manufacturing
facilities throughout North America, Europe and South America.


The Company's balance sheet at March 31, 2010, showed $2.1 billion
in total assets, $415.4 million in total current liabilities, $2.2
billion in long-term debt, $17.7 million in deferred income taxes,
$17.7 million other non-current liabilities, and $96.2 in million
commitments and contingent liabilities, for a total partners'
deficit of $611.8 million.


GULF FLEET: Thoma-Sea Challenges Non-Appointment to Committee
-------------------------------------------------------------
Thoma-Sea Boat Builders, L.L.C., asked the Western District of
Louisiana  bankruptcy court to review the United States Trustee's
decision not to appoint Thoma-Sea to the Official Committee of
Unsecured Creditors in the Gulf Fleet Holdings, Inc., et al.
bankruptcy cases, netDockets Blog reports.

According to the report, Thoma-Sea asserts that it is entitled to
be appointed to the Creditors' Committee because Gulf Fleet listed
Thoma-Sea as its second-largest unsecured creditor in its petition
with a $451,000 undisputed claim.  The report relates that by
comparison, the five creditors appointed to the Creditors'
Committee and the amount of their claims listed by Gulf Fleet are:

    * Hudson Drydocks, Inc.  ($613,000)
    * Cummins Mid-South, LLC  ($114,000 disputed)
    * NREC Power Systems  ($71,000)
    * Genesis Offshore, LLC  ($119,000)
    * Doerle Food Services, LLC  ($63,000)

The report says that notably, none of the third, fourth, fifth and
sixth largest unsecured creditors were appointed to the Creditors'
Committee, although it is unknown whether any of those creditors
were interested in serving on the Committee.   The report relates
that Thoma-Sea's motion reports that one of the company's
representatives was contacted by the United States Trustee but was
not asked to serve on the Committee.  According to the motion, the
report says, Thoma-Sea was informed (but the motion does not
disclose the source of this information) that Gulf Fleet objected
to Thoma-Sea's appointment to the Committee because of on-going
litigation between an affiliate of Thoma-Sea and a non-debtor
affiliate of Gulf Fleet.  Thoma-Sea asserts that the litigation,
which involves failure to pay for a new ship, is "unrelated" to
the bankruptcy, "does not involve financial information of any of
the Debtors," and does not constitute "valid grounds to
disqualify" the company from serving on the Committee, the report
adds.

NetDockets Blog notes that Thoma-Sea also filed a request for its
motion to be heard on an expedited basis.  The report relates that
it asserts that a quick decision is necessary because it "will not
be able to participate during early deliberations of the creditors
committee if the motion is successful."  While the U.S. Trustee
consented to a June 22 hearing, the creditor seeks an even earlier
hearing, the report adds.

The report says that while not expressly referenced by Thoma-Sea,
its assertion regarding the importance of early Committee
involvement is supported by a pleading filed last week by the
Creditors' Committee.  The Creditors' Committee filed an
application to retain McKool Smith, P.C. as its counsel on May 26,
2010.

However, the report notes that the Creditors' Committee filed a
motion asking the bankruptcy court to immediately approve its
retention application on an interim basis because "significant
issues have arisen that require immediate analysis and advice of
counsel for the Committee" and interim approval of McKool's
retention is necessary "to avoid immediate and irreparable harm to
the Committee and to allow the Committee to be adequately
represented in the Bankruptcy Case at all times.

                        About Gulf Fleet

Lafayette, Lousiana-based Gulf Fleet Holdings, Inc. -- along with
affiliates Star Marine, LLC; Gulf Wind, LLC; Gulf Service, LLC;
Gulf Worker, LLC; Hercules Marine, LLC; Gulf Fleet, LLC; Gulf
Fleet Marine, Inc.; Gulf Fleet Management, LLC; Gulf Fleet
Offshore, LLC; and Gulf Ocean Marine Services, LLC -- filed for
Chapter 11 bankruptcy protection on May 14, 2010 (Bankr. W.D. La.
Case No. 10-50713).  The Company listed $100,000,001 to
$500,000,000 in assets and $50,000,001 to $100,000,000 in
liabilities.

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
June 2, 2010, the Hon. Robert Summerhays of the U.S. Bankruptcy
Court for the Western District of Louisiana extended, at the
behest of Gulf Fleet Holdings, Inc., et al., the deadline for the
filing of schedules of assets and liabilities and statement of
financial affairs for an additional 30 days or until June 27,
2010.  The Debtors' schedules and statements were initially due on
May 28, 2010, but the Debtors asked for additional time to gather
together the necessary information to complete their schedules and
statements.


HARRAH'S ENTERTAINMENT: Files Prospectus for Resale of Notes
------------------------------------------------------------
Harrah's Entertainment, Inc., on May 24, 2010, filed with the
Securities and Exchange Commission a prospectus to cover resales
by holders of:

     (i) $22,206,000 of 10.00% Second-Priority Senior Secured
         Notes due 2015 issued by Harrah's Operating Company,
         Inc., on December 24, 2008;

    (ii) $31,765,000 of 10.00% Second-Priority Senior Secured
         Notes due 2018 issued by HOC on December 24, 2008;

   (iii) $291,146,000 of 10.00% Second-Priority Senior Secured
         Notes due 2018 issued by HOC on April 15, 2009;

    (iv) $398,894,000 of 5.625% Senior Notes due 2015;

     (v) $224,520,000 of 6.50% Senior Notes due 2016; and

    (vi) $335,561,000 of 5.75% Senior Notes due 2017.

The 2015 Second Lien Notes mature on December 15, 2015, and the
2018(1) Second Lien Notes and 2018(2) Second Lien Notes mature on
December 15, 2018.  Interest on each series of the Second Lien
Notes is payable in cash on June 15 and December 15 and accrues at
a rate of 10.00% per annum.  The 2015 Senior Notes mature on
June 1, 2015, the 2016 Senior Notes mature on June 1, 2016, and
the 2017 Senior Notes mature on October 1, 2017.  Interest on the
2015 Senior Notes is payable in cash on June 1 and December 1 and
accrues at a rate of 5.625% per annum.  Interest on the 2016
Senior Notes is payable in cash on June 1 and December 1 and
accrues at a rate of 6.50% per annum.  Interest on the 2017 Senior
Notes is payable in cash on April 1 and October 1 and accrues at a
rate of 5.75% per annum.

At any time prior to December 15, 2012, HOC may redeem, in whole
or in part, the 2015 Second Lien Notes at a price equal to 100% of
the principal amount of the 2015 Second Lien Notes redeemed plus
accrued and unpaid interest to the redemption date and a "make-
whole" premium.  Thereafter, HOC may redeem the 2015 Second Lien
Notes, in whole or in part, at the redemption prices set forth in
this prospectus.  At any time prior to December 15, 2013, HOC may
redeem, in whole or in part, the 2018(1) Second Lien Notes, in
whole or in part, at a price equal to 100% of the principal amount
of the 2018(1) Second Lien Notes redeemed plus accrued and unpaid
interest to the redemption date and a "make-whole" premium and/or
the 2018(2) Second Lien Notes, in whole or in part, at a price
equal to 100% of the principal amount of the 2018(2) Second Lien
Notes redeemed plus accrued and unpaid interest to the redemption
date and a "make-whole" premium. Thereafter, HOC may redeem the
2018(1) Second Lien Notes and/or the 2018(2) Second Lien Notes, in
whole or in part, at the redemption prices set forth in this
prospectus.  In addition, on or prior to December 15, 2011, HOC
may redeem up to 35% of the aggregate principal amount of the 2015
Second Lien Notes, the 2018(1) Second Lien Notes and/or the
2018(2) Second Lien Notes with the net cash proceeds from certain
equity offerings at the redemption prices set forth in this
prospectus.  At any time prior to their respective maturity dates,
HOC may redeem, in whole or in part, any series of the Senior
Notes at a price equal to 100% of the principal amount of such
series of Senior Notes redeemed plus accrued and unpaid interest
to the redemption date and a "make-whole" premium.

The notes are senior indebtedness of HOC, rank pari passu in right
of payment with all of its existing and future senior indebtedness
of HOC, are senior in right of payment to all of its existing and
future subordinated indebtedness of HOC and are effectively
subordinated in right of payment to all of the existing and future
indebtedness and liabilities of its subsidiaries (in the case of
the Senior Notes) and its subsidiaries that are not Subsidiary
Pledgors (in the case of the Second Lien Notes).  In addition, the
Senior Notes are effectively subordinated to any senior secured
indebtedness of HOC or Harrah's Entertainment, including the
Second Lien Notes, as well as HOC's senior secured credit
facilities and first lien notes, in each case to the extent of the
assets securing such indebtedness.  The notes are irrevocably and
unconditionally guaranteed by Harrah's Entertainment.

The Second Lien Notes will be secured by second-priority liens on
certain assets of HOC and each wholly owned, domestic subsidiary
of HOC that is a subsidiary pledgor with respect to the senior
secured credit facilities.  The liens are junior in priority to
the liens on substantially the same collateral securing the senior
secured credit facilities and the first lien notes and to all
other permitted prior liens, including liens securing certain
derivative obligations and cash management obligations.  While the
collateral securing the senior secured credit facilities and the
first lien notes includes the equity interests of HOC and
substantially all of HOC's domestic subsidiaries and "first-tier"
foreign subsidiaries, the collateral securing the Second Lien
Notes does not include securities and other equity interests of
HOC or its subsidiaries.

The Company has not applied, and does not intend to apply, for
listing of the notes on any national securities exchange or
automated quotation system.

HOC will not receive any proceeds from the resale of the notes.

                   About Harrah's Entertainment

Las Vegas, Nevada-based Harrah's Entertainment, Inc. --
http://www.harrahs.com/-- through its wholly owned subsidiary,
Harrah's Operating Company, Inc., operates nearly 40 casinos
across the United States, primarily under the Harrah's(R),
Caesars(R) and Horseshoe(R) brand names; Harrah's also owns the
London Clubs International family of casinos and the World Series
of Poker(R).  Private equity firms Apollo Global Management and
TPG Capital LP acquired Harrah's in January for $31 billion.

As of March 31, 2010, the Company had $29.26 billion of total
assets, $27.73 billion of total liabilities, and $1.53 billion of
stockholders' equity.  The March 31 balance sheet showed strained
liquidity with $1.67 billion in total current assets against $1.82
billion of total current liabilities.

                           *     *     *

As reported by the Troubled Company Reporter on April 15, 2010,
Standard & Poor's Ratings Services raised its corporate credit and
issue-level ratings on Las Vegas-based Harrah's Entertainment and
its wholly owned subsidiary, Harrah's Operating Co., along with
all issue-level ratings on Harrah's debt, by one notch.  S&P
raised the corporate credit rating to 'B-' from 'CCC+'.

The TCR also said Moody's Investors Service affirmed Harrah's
Entertainment's Caa3 Corporate Family Rating, Caa3 Probability of
Default Rating, and SGL-4 Speculative Grade Liquidity were
affirmed.


HARRAH'S ENTERTAINMENT: Paulson, Apollo & TPG Ink Investment Deal
-----------------------------------------------------------------
Harrah's Entertainment, Inc., on June 3, 2010, entered into:

     (i) an investment and exchange agreement with Harrah's BC,
         Inc., a wholly owned subsidiary of Harrah's and
         Paulson & Co. Inc., on behalf of the several investment
         funds and accounts managed by it; and

    (ii) an investment and exchange agreement with HBC, Apollo
         Management VI, L.P., on behalf of certain affiliated
         investment funds, and TPG Capital, L.P., on behalf of
         certain affiliated investment funds.

Pursuant to the Investment and Exchange Agreements, Paulson and
the Sponsors agreed to purchase approximately $532 million and
$303 million, respectively, of 5.625% Senior Notes due 2015, 6.5%
Senior Notes due 2016 and 5.75% Senior Notes due 2017 in each case
issued by Harrah's Operating Company, Inc., a subsidiary of
Harrah's, from HBC, for aggregate consideration of approximately
$557 million.  Harrah's intends to use the proceeds for general
corporate purposes, including further balance sheet optimization
and strategic investments.

Paulson and the Sponsors have also agreed in the Investment and
Exchange Agreements to exchange a total of $1,118 million face
amount of the Notes at a specified exchange ratio in a private
exchange for up to approximately 15.6% of the common equity of
Harrah's.  Paulson has agreed to exchange up to $710 million of
Notes for approximately 9.9% of Harrah's equity and the Sponsors,
who are the existing controlling stockholders of Harrah's, have
agreed to exchange up to $408 million of Notes for approximately
5.7% of Harrah's equity on the same terms and conditions as
Paulson.  Any Notes exchanged for equity in the Exchange will be
held by HBC and will remain outstanding for purposes of Harrah's
Operating, which will continue to pay interest to HBC on such
Notes.

Following receipt of required regulatory approvals and prior to
the Exchange, Harrah's will register Paulson's shares of newly-
authorized voting common stock with the Securities and Exchange
Commission so that Paulson will receive registered voting common
stock in the Exchange.  Voting common stock issuable to the
Sponsors will not be registered.

No board seat or other governance rights will be afforded to
Paulson in connection with this investment, and the Sponsors will
continue to exercise control over Harrah's following completion of
these transactions.

Closing of the Exchange will be subject to certain conditions,
including the receipt of required approvals from applicable gaming
and other regulatory authorities, and there can be no assurance
that such conditions will be satisfied.  It is anticipated that
closing of the purchase and sale of additional Notes will occur
promptly following June 4, 2010, with closing of the Exchange to
occur during the fourth quarter of 2010 or the first quarter of
2011.

Gary Loveman, Chairman of the Board, Chief Executive Officer and
President of Harrah's, said of the transactions: "This is an
important transaction for Harrah's Entertainment for a number of
strategic reasons. We are raising capital for emerging domestic
and international growth opportunities, and upon closing of the
exchange, will reduce our debt and lower our interest expense. The
investment from Paulson, an independent third party and a large,
sophisticated investor, reflects the strong and resilient
performance of our company, particularly as we emerge from a
difficult economic climate, and the encouraging prospects for our
future. We also are gratified by the confidence in Harrah's
demonstrated by our sponsors, Apollo and TPG."

A full-text copy of the Company's statement is available at no
charge at http://ResearchArchives.com/t/s?646f

A full-text copy of the Investment and Exchange Agreement, dated
as of June 3, 2010, among Harrah's Entertainment, Inc., Harrah's
BC, Inc. and Paulson & Co. Inc., on behalf of the several
investment funds and accounts managed by it, is available at no
charge at http://ResearchArchives.com/t/s?6470

A full-text copy of the Investment and Exchange Agreement, dated
as of June 3, 2010, among Harrah's Entertainment, Inc., Harrah's
BC, Inc., Apollo Management VI, L.P., on behalf of certain
affiliated investment funds, and TPG Capital, L.P., on behalf of
certain affiliated investment funds, is available at no charge
at http://ResearchArchives.com/t/s?6471

                   About Harrah's Entertainment

Las Vegas, Nevada-based Harrah's Entertainment, Inc. --
http://www.harrahs.com/-- through its wholly owned subsidiary,
Harrah's Operating Company, Inc., operates nearly 40 casinos
across the United States, primarily under the Harrah's(R),
Caesars(R) and Horseshoe(R) brand names; Harrah's also owns the
London Clubs International family of casinos and the World Series
of Poker(R).  Private equity firms Apollo Global Management and
TPG Capital LP acquired Harrah's in January for $31 billion.

As of March 31, 2010, the Company had $29.26 billion of total
assets, $27.73 billion of total liabilities, and $1.53 billion of
stockholders' equity.  The March 31 balance sheet showed strained
liquidity with $1.67 billion in total current assets against
$1.82 billion of total current liabilities.

                           *     *     *

As reported by the Troubled Company Reporter on April 15, 2010,
Standard & Poor's Ratings Services raised its corporate credit and
issue-level ratings on Las Vegas-based Harrah's Entertainment and
its wholly owned subsidiary, Harrah's Operating Co., along with
all issue-level ratings on Harrah's debt, by one notch.  S&P
raised the corporate credit rating to 'B-' from 'CCC+'.

The TCR also said Moody's Investors Service affirmed Harrah's
Entertainment's Caa3 Corporate Family Rating, Caa3 Probability of
Default Rating, and SGL-4 Speculative Grade Liquidity were
affirmed.


HARTMARX CORP: Wins Nod of Settlement with Lenders
--------------------------------------------------
Bill Rochelle at Bloomberg News reports that XMH Corp., the
bankruptcy estate of Hartmarx Corp., won approval of a settlement
with secured lenders that will bring in $750,000 cash while
releasing $2.25 million being held aside for professional fees.

The Official Committee of Unsecured Creditors, Bloomberg recounts,
sued Wachovia Capital Finance Corp. as agent for the lenders,
alleging that the banks' lien didn't extend to $12 million
generated from ending a lease in New York.  There were also claims
against Moelis & Co. LLC, the financial advisers for Hartmarx.

According to the report, under the settlement, Moelis will pay
$150,000 of the $750,000 cash payment.  There will also be a
waiver of $2 million in claims against the Hartmarx bankrupt
estate.  A hearing to approve the settlement is scheduled for
June 7.

Hartmarx will lose its exclusive period to propose a plan after
July 23, when Hartmarx will have been in Chapter 11 for 18 months.
The Creditors Committee already has the right to file its own plan
for the Debtor.

                        About Hartmarx Corp

Based in Chicago, Illinois, Hartmarx Corporation --
http://www.hartmarx.com/-- produced and marketed business,
casual, and golf apparel under its own brands, which included Hart
Schaffner Marx, Hickey-Freeman, Palm Beach and Coppley, among
others.  A drop off in demand for tailored clothing led to poor
sales.  The company and 51 affiliates sought Chapter 11 bankruptcy
protection on January 23, 2009 (Bankr. N.D. Ill. Lead Case No.
09-02046).  George N. Panagakis, Esq., Felicia Gerber Perlman,
Esq., and Eric J. Howe, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, represent the Debtors in their restructuring efforts.
When the Debtors filed for bankruptcy, they listed $483,108,000 in
total assets and $261,220,000 in total debts as of August 31,
2008.

In June 2009, Hartmark received permission to sell it business to
Emerisque Brands U.K. Ltd. and SKNL North America Ltd. for
$119 million, including $70.5 million cash, the assumption of
$33.5 million in debt, and a junior secured note for $15 million.


HELIX ENERGY: S&P Downgrades Rating to B/Negative/--
----------------------------------------------------
Standard & Poor's Ratings Services took several rating actions on
eight U.S. oil and gas companies following an industry review.
S&P's review of the sector follows its release on June 1, 2010,
which indicated S&P would review companies with operating exposure
to the Gulf Of Mexico following the U.S. Department of the
Interior's extension of the moratorium on drilling permits.  The
six-month moratorium affects permits issued for new drilling
operations at water depths greater than 500 feet.  S&P believes
that when the moratorium is eventually lifted, there could be
extensive delays in issuing new permits due to high initial volume
and new safety and operating standards imposed.

The rating actions also reflect S&P's heightened concerns about
the burgeoning scope of the Macondo well disaster.  The flow of
oil into the Gulf of Mexico is likely to continue until at least
August.  Uncertainty about the ultimate remediation cost and
potential financial liabilities associated with the disaster has
already resulted in a rating downgrade of the corporate credit
rating of BP PLC (AA-/Watch Neg/A-1+).  S&P's rating actions on
Anadarko Petroleum and Transocean reflect these concerns.  The
financial and operational impact of the disaster on rated issuers
that have significant activities in the Gulf of Mexico is also a
factor in the negative ratings actions.

"The rating actions that we've taken are based on various concerns
and possible operating disruptions for companies operating in the
GOM due to the moratorium and the flow of oil from the well
disaster," said Standard & Poor's credit analyst Thomas Watters.

Due to the moratorium, S&P believes the operating and competitive
landscape in the GOM will be meaningfully altered for some time.
Existing deepwater rig contracts could come under force majeure
provisions, resulting in lost cash flow and possibly lower future
dayrates once contracts are renegotiated after the moratorium
expires.  Indeed, several recent announcements by rig operators
declaring force majeure support this sentiment.  Moreover, S&P
believes rigs and vessels operating under 500 feet of water
(shallow water) that do not fall under the moratorium could face
intense competitive pressures from displaced equipment from
drilling service providers, resulting in lower utilizations and
dayrates.  Shallow water contracts tend to be very short term in
nature.  Several of S&P's actions reflect these concerns.  S&P
also believe future operating costs will increase in order to
comply with more stringent environmental and operating regulations
and that permits will be more difficult to obtain and subject to
delays.

                           Ratings List

                         Ratings Lowered

                Helix Energy Solutions Group Inc.

                 To                 From
                 --                 ----
                 B/Negative/--      B+/Negative/--

                 Hornbeck Offshore Services Inc.

                 To                 From
                 --                 ----
                 B+/Negative/--     BB-/Stable/--

                       ATP Oil & Gas Corp.

                 To                 From
                 --                 ----
                 CCC+/Negative/--   B/Stable/--

                      Hercules Offshore Inc.

                 To                 From
                 --                 ----
                 B-/Negative/--     B/Negative/--

             Outlook Revised To Negative From Stable

                                To                  From
                                --                  ----
Anadarko Petroleum Corp.        BBB-/Negative/--    BBB-/Stable/--
SEACOR Holdings Inc.            BBB-/Negative/--    BBB-/Stable/--

     Ratings Placed On CreditWatch With Negative Implications

                                To                  From
                                --                  ----
Transocean Inc.                 BBB+/Watch Neg/--   BBB+/Stable/--
PHI Inc.                        B+/Watch Neg/--     B+/Stable/--


HENRY MARINE: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Henry Marine Service, Inc.
        12 Craig Avenue
        Staten Island, NY 10307

Bankruptcy Case No.: 10-45294

Chapter 11 Petition Date: June 4, 2010

Court: U.S. Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Jerome Feller

Debtor's Counsel: Paul Hollender, Esq.
                  Corash & Hollender PC
                  1200 South Avenue, Suite 201
                  Staten Island, NY 10314
                  Tel: (718) 442-4424
                  Fax: (718) 273-4847
                  E-mail: info@silawfirm.com

Estimated Assets: $0 to $50,000

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

The Company did not file a list of creditors together with its
petition.

The petition was signed by Dorothy E. Julian, president.


HERCULES OFFSHORE: S&P Downgrades Rating to B-/Negative/--
----------------------------------------------------------
Standard & Poor's Ratings Services took several rating actions on
eight U.S. oil and gas companies following an industry review.
S&P's review of the sector follows its release on June 1, 2010,
which indicated S&P would review companies with operating exposure
to the Gulf Of Mexico following the U.S. Department of the
Interior's extension of the moratorium on drilling permits.  The
six-month moratorium affects permits issued for new drilling
operations at water depths greater than 500 feet.  S&P believes
that when the moratorium is eventually lifted, there could be
extensive delays in issuing new permits due to high initial volume
and new safety and operating standards imposed.

The rating actions also reflect S&P's heightened concerns about
the burgeoning scope of the Macondo well disaster.  The flow of
oil into the Gulf of Mexico is likely to continue until at least
August.  Uncertainty about the ultimate remediation cost and
potential financial liabilities associated with the disaster has
already resulted in a rating downgrade of the corporate credit
rating of BP PLC (AA-/Watch Neg/A-1+).  S&P's rating actions on
Anadarko Petroleum and Transocean reflect these concerns.  The
financial and operational impact of the disaster on rated issuers
that have significant activities in the Gulf of Mexico is also a
factor in the negative ratings actions.

"The rating actions that we've taken are based on various concerns
and possible operating disruptions for companies operating in the
GOM due to the moratorium and the flow of oil from the well
disaster," said Standard & Poor's credit analyst Thomas Watters.

Due to the moratorium, S&P believes the operating and competitive
landscape in the GOM will be meaningfully altered for some time.
Existing deepwater rig contracts could come under force majeure
provisions, resulting in lost cash flow and possibly lower future
dayrates once contracts are renegotiated after the moratorium
expires.  Indeed, several recent announcements by rig operators
declaring force majeure support this sentiment.  Moreover, S&P
believes rigs and vessels operating under 500 feet of water
(shallow water) that do not fall under the moratorium could face
intense competitive pressures from displaced equipment from
drilling service providers, resulting in lower utilizations and
dayrates.  Shallow water contracts tend to be very short term in
nature.  Several of S&P's actions reflect these concerns.  S&P
also believe future operating costs will increase in order to
comply with more stringent environmental and operating regulations
and that permits will be more difficult to obtain and subject to
delays.

                           Ratings List

                         Ratings Lowered

                Helix Energy Solutions Group Inc.

                 To                 From
                 --                 ----
                 B/Negative/--      B+/Negative/--

                 Hornbeck Offshore Services Inc.

                 To                 From
                 --                 ----
                 B+/Negative/--     BB-/Stable/--

                       ATP Oil & Gas Corp.

                 To                 From
                 --                 ----
                 CCC+/Negative/--   B/Stable/--

                      Hercules Offshore Inc.

                 To                 From
                 --                 ----
                 B-/Negative/--     B/Negative/--

             Outlook Revised To Negative From Stable

                                To                  From
                                --                  ----
Anadarko Petroleum Corp.        BBB-/Negative/--    BBB-/Stable/--
SEACOR Holdings Inc.            BBB-/Negative/--    BBB-/Stable/--

     Ratings Placed On CreditWatch With Negative Implications

                                To                  From
                                --                  ----
Transocean Inc.                 BBB+/Watch Neg/--   BBB+/Stable/--
PHI Inc.                        B+/Watch Neg/--     B+/Stable/--


HIT ENTERTAINMENT: Moody's Affirms 'B3' Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service affirmed Hit Entertainment Inc.'s B3
corporate family rating and Caa1 probability of default rating
subsequent to a recent amendment and extension of the company's
first lien bank credit facility.  Moody's assess the transaction
as having offsetting features that make it appropriate to maintain
the existing ratings and outlook.  The extension and financial
covenant amendment provide Hit with more time to address weak
leverage and coverage in advance of refinancing its debts.
However, the company's underlying business and financial
performance is not affected, and debt repayment capability is not
aided by the resulting cash leakage stemming from higher interest
rates and significant amendment fees.  The transaction also
results in debt reduction; this caused a modest adjustment to the
loss given default assessment applicable to the first lien credit
facility.

Ratings and Outlook Actions:

Issuer: Hit Entertainment, Inc.

* Corporate Family Rating, unchanged/affirmed at B3

* Probability of Default Rating, unchanged/affirmed at Caa1

* Senior Secured First Lien Bank Credit Facility,
  unchanged/affirmed at B1 with the LGD assessment revised to
  LGD2, 18% from LGD2, 19%

* Senior Secured Second Lien Loan, unchanged/affirmed at Caa2
  (LGD4, 68%)

Outlook actions:

* Outlook unchanged at negative

The primarily negative ratings influence continues to be the
company's weak leverage and coverage and the inability to amortize
indebtedness.  The primary positive influence is the underlying
value of the company's pre-school entertainment properties, in
particular, Thomas the Tank Engine.  Hit's recent operating
results have been weak, and stem primarily from limited top-line
growth that is expected to remain muted over the rating horizon
due to continuing weak general economic conditions and limited
opportunities for geographic expansion.  Results are also heavily
reliant on the Thomas property.  There are risks that ongoing
attempts to re-orient operations and properties will not increase
cash flow or alleviate revenue concentration.  Absent EBITDA
expansion, weak free cash generation will persist and the company
will likely have to rely on underlying asset value to refinance of
its debts.  This may prompt asset sales activity as a debt
repayment alternative.  Absence near-term EBITDA expansion,
ratings may come under renewed pressure later this year.

Moody's most recent rating action concerning Hit was taken on
September 21, 2009, at which time Moody's downgraded the company's
CFR and PDR to B3 and Caa1, respectively, both from B2.

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

With offices in London, England and New York, HIT is involved in
the creation, production and international exploitation (via
television, video, publishing, licensing and live events) of
properties (including Bob the Builder, Thomas the Tank Engine, and
Barney) catering to pre-school children.


HOLDINGS GAMING: S&P Downgrades Default Rating to 'Caa3/LD'
-----------------------------------------------------------
Moody's Investors Service lowered Holdings Gaming Borrower L.P.'s
probability of default rating to Caa3/LD from Caa3 following the
completion of a restructuring which Moody's views as a distressed
exchange.  In a related action, Moody's revised the rating outlook
to stable from negative, while affirming the Corporate Family
Rating of Caa3.  Moody's also assigned Caa1 (LGD2 ,23%) to the
amended and restated $ 304 million first lien term loan.

HGB recently executed a debt restructuring which involved
substantial change in its capital structure.  Moody's deemed that
HGB defaulted on its senior secured first-lien term loan because
the second-out tranche of the debt was bought back at a
significant discount.  Moody's believes HGB also defaulted on its
senior secured second-lien term loan (not rated by Moody's)as this
loan was exchanged into a subordinated (Paid-in-Kind) PIK only
debt.  Both events had the effect of allowing the issuer to avoid
a potential bankruptcy or payment default and had also resulted in
significant economic losses for the debt holders.  Moody's views
the transactions as distressed exchange and has classified these
as limited default by appending an LD designation to the PDR.  In
approximately three business days, Moody's will remove the LD
designation.

The affirmation of Caa3 CFR continues to reflect Moody's view that
longer term, HGB's capital structure post-restructuring may not be
sustainable in its current form and may require further
restructuring in the future despite the modestly improved near-
term liquidity.  The company cash flow generation is likely to be
weak, and its current run-rate EBITDA is likely not sufficient to
cover all its fixed charges absent significant improvement in
operating performance.  Further, in Moody's opinion, the
tremendous amount of total debt remains largely the same post
restructuring irrespective of the fact that the pre-existing
second-out first lien debt was replaced by similar amount of
senior preferred equity in the capital structure, since Moody's
considers the senior preferred equity a debt-like hybrid security
based on some its features including distribution priority.  On a
proforma basis, HGB's debt/EBITDA is expected to remain very high
in the intermediate term.  Moreover, the financial leverage would
increase over time in part due to the weak free cash for debt
reduction, compounded by the significant accrued interest on the
preferred equity and subordinated notes to be added to the
outstanding principal.

The revision of outlook to stable reflects the modest improvement
in liquidity post restructuring, considering higher cash balance,
more flexible financial covenants and better cash interest
coverage over the next twelve months.  As part of the
restructuring, the sponsor and other investors infused $108M cash,
part of which was used to fund the repurchase of the second-out
debt and to pay for the table game licensing fee, with the
remainder to be used for general corporate purpose.  The stable
outlook also incorporates the continued ramp-up and stable
operating trends at the Rivers Casino (though still well below the
original budget level), as well as the expected incremental
revenue/EBITDA from the table games that are expected to open in
July 2010.

The rating action is:

  -- Probability of Default Rating Downgraded to Caa3/LD from Caa3
     (will revert to Caa3 in approximately three business days)

  -- Corporate Family Rating Affirmed at Caa3

  -- $305 million first lien first-out term loan due 2015 Assigned
     Caa1 (LGD2, 23%)

  -- $305 million first lien first-out term loan due 2013
     withdrawn at Caa1 (LGD 2, 25%)

  -- $10 million first lien revolver due 2013 Withdrawn at Caa1
     (LGD 2, 25%)

  -- $100 million first lien first-loss term loan due 2013
     withdrawn at Ca (LGD 4, 68%)

  -- Rating outlook Changed to Stable from negative

The last rating action was on April 6, 2010, when Moody's lowered
HGB's Corporate Family and Probability of Default ratings to Caa3
from Caa2.

Through a subsidiary, Holdings Gaming Borrower, LP, operates the
Rivers Casino in Pittsburgh, PA.


HOLLAND & HOLLAND: Case Summary & 18 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Holland & Holland Masonry, Inc.
        RR 1, Box 43
        Shelbyville, IL 62565

Bankruptcy Case No.: 10-60319

Chapter 11 Petition Date: June 4, 2010

Court: U.S. Bankruptcy Court
       Southern District of Illinois (Effingham)

Judge: Laura K. Grandy

Debtor's Counsel: Steven T. Stanton, Esq.
                  P.O. Box 370
                  Maryville, IL 62062
                  Tel: (618) 931-3090
                  Fax: (618) 931-3387
                  E-mail: stslawoffice@sbcglobal.net

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

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

A copy of the Company's list of 18 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ilsb10-60319.pdf

The petition was signed by Gabe Holland, president.


HOLLEY PERFORMANCE: Wins Confirmation of Chapter 11 Plan
--------------------------------------------------------
Bill Rochelle at Bloomberg News reports that on June 7, the
bankruptcy judge in Delaware entered an order confirming a Chapter
11 plan for Holley Performance Products Inc.  The Chapter 11
filing, the second in two years, prevented foreclosure on a
$20 million first-lien term loan where Regiment Capital Special
Situations Fund IV LP was the majority holder.

According to the report, the salient terms of the Plan are:

  -- The first lien debt will be paid with a new $17.8 million
     revolving credit and term loan.

  -- Holders of secured notes owed $57.6 million will receive new
     stock for a recovery of 60.8%.  Holders of less than
     $3.5 million in notes were entitled to receive cash instead,
     for a projected 45.6% dividend.

  -- Unsecured creditors with $11 million in claims and
     shareholders receive nothing.

To finance the reorganized business, Holley has a new
$11.2 million second-lien term loan.

                     About Holley Performance

Holley Performance and its affiliates are leading suppliers of
performance automotive products.  The Company designs,
manufactures, and markets a diversified line of performance
automotive products, including carburetors, fuel pumps, fuel
injection systems, nitrous oxide injection systems, superchargers,
exhaust headers, mufflers, and automotive performance plumbing
products.

Holley Performance and its affiliates filed for Chapter 11 on
September 28, 2009 (Bankr. D. Del. Case No. 09-13333).  Pepper
Hamilton LLP represents the Debtors in their restructuring effort.
Ropes & Gray LLP is corporate counsel.  Epiq Bankruptcy Solutions
LLC serves as claims and notice agent.  The Debtors' cases have
been assigned to Judge Peter J. Walsh.  The petition says assets
and debts are between $100 million and $500 million.

Holley Performance returned to the bankruptcy court 19 months
after winning court approval of its last reorganization plan.


HORNBECK OFFSHORE: S&P Downgrades Rating to B+/Negative/--
----------------------------------------------------------
Standard & Poor's Ratings Services took several rating actions on
eight U.S. oil and gas companies following an industry review.
S&P's review of the sector follows its release on June 1, 2010,
which indicated S&P would review companies with operating exposure
to the Gulf Of Mexico following the U.S. Department of the
Interior's extension of the moratorium on drilling permits.  The
six-month moratorium affects permits issued for new drilling
operations at water depths greater than 500 feet.  S&P believes
that when the moratorium is eventually lifted, there could be
extensive delays in issuing new permits due to high initial volume
and new safety and operating standards imposed.

The rating actions also reflect S&P's heightened concerns about
the burgeoning scope of the Macondo well disaster.  The flow of
oil into the Gulf of Mexico is likely to continue until at least
August.  Uncertainty about the ultimate remediation cost and
potential financial liabilities associated with the disaster has
already resulted in a rating downgrade of the corporate credit
rating of BP PLC (AA-/Watch Neg/A-1+).  S&P's rating actions on
Anadarko Petroleum and Transocean reflect these concerns.  The
financial and operational impact of the disaster on rated issuers
that have significant activities in the Gulf of Mexico is also a
factor in the negative ratings actions.

"The rating actions that we've taken are based on various concerns
and possible operating disruptions for companies operating in the
GOM due to the moratorium and the flow of oil from the well
disaster," said Standard & Poor's credit analyst Thomas Watters.

Due to the moratorium, S&P believes the operating and competitive
landscape in the GOM will be meaningfully altered for some time.
Existing deepwater rig contracts could come under force majeure
provisions, resulting in lost cash flow and possibly lower future
dayrates once contracts are renegotiated after the moratorium
expires.  Indeed, several recent announcements by rig operators
declaring force majeure support this sentiment.  Moreover, S&P
believes rigs and vessels operating under 500 feet of water
(shallow water) that do not fall under the moratorium could face
intense competitive pressures from displaced equipment from
drilling service providers, resulting in lower utilizations and
dayrates.  Shallow water contracts tend to be very short term in
nature.  Several of S&P's actions reflect these concerns.  S&P
also believe future operating costs will increase in order to
comply with more stringent environmental and operating regulations
and that permits will be more difficult to obtain and subject to
delays.

                           Ratings List

                         Ratings Lowered

                Helix Energy Solutions Group Inc.

                 To                 From
                 --                 ----
                 B/Negative/--      B+/Negative/--

                 Hornbeck Offshore Services Inc.

                 To                 From
                 --                 ----
                 B+/Negative/--     BB-/Stable/--

                       ATP Oil & Gas Corp.

                 To                 From
                 --                 ----
                 CCC+/Negative/--   B/Stable/--

                      Hercules Offshore Inc.

                 To                 From
                 --                 ----
                 B-/Negative/--     B/Negative/--

             Outlook Revised To Negative From Stable

                                To                  From
                                --                  ----
Anadarko Petroleum Corp.        BBB-/Negative/--    BBB-/Stable/--
SEACOR Holdings Inc.            BBB-/Negative/--    BBB-/Stable/--

     Ratings Placed On CreditWatch With Negative Implications

                                To                  From
                                --                  ----
Transocean Inc.                 BBB+/Watch Neg/--   BBB+/Stable/--
PHI Inc.                        B+/Watch Neg/--     B+/Stable/--


JONES APPAREL: $180 Mil. Expense Won't Affect Moody's 'Ba2' Rating
------------------------------------------------------------------
Moody's Investors Service commented that Jones Apparel Group,
Inc.'s utilization of approximately $180 million of available cash
on hand to complete the acquisition of a 55% interest in Stuart
Weitzman Holdings LLC has no impact on Jones' Ba2 Corporate Family
Rating, stable outlook, or SGL-1 Speculative Grade Liquidity
rating.

Moody's last rating action on Jones was on May 6, 2010, when the
company's Ba2 Corporate Family Rating and stable outlook were
affirmed following the announcement that Jones had entered into a
definitive agreement to acquire a 55% interest in SW.

Jones Apparel Group, Inc., is a designer, marketer and wholesaler
of branded apparel, footwear, and accessories.  The company also
markets directly to consumers through various mall based specialty
retail stores and outlet stores.  Jones owns a number of
nationally recognized brands including Jones New York, Anne Klein,
Nine West, Gloria Vanderbilt and l.e.i.  The company generates
approximately $3.3 billion of annual revenues.


K-V PHARMACEUTICAL: Sets Record Date for Stockholder Action
-----------------------------------------------------------
K-V Pharmaceutical Company disclosed that on June 4, 2010, it
received a written notice executed by the Marc S. Hermelin
Revocable Trust DTD 7/23/99, a stockholder of the Company,
requesting that the Board of Directors of the Company fix a record
date for stockholder action by written consent relating to the
adoption of certain amendments to the Company's By-Laws.

The Company's current By-Laws provide that the Board shall fix a
record date for stockholder action by written consent upon request
by any stockholder of record to do so.  Pursuant to the Company's
current By-Laws, and in response to the Notice, on June 7, 2010,
the Board set a record date of the close of business on June 10,
2010 to determine the Company's stockholders eligible to consent
in writing to the adoption of the Proposed Amendments.

The Company's current By-Laws provide that the By-Laws may be
amended by the stockholders.  The Board has not approved the
Proposed Amendments and is not seeking stockholder action with
respect to the Proposed Amendments.

              About K-V Pharmaceutical Company

K-V Pharmaceutical Company is a fully-integrated specialty
pharmaceutical company that develops, manufactures, markets, and
acquires technology-distinguished branded prescription
pharmaceutical products. The company markets its technology-
distinguished products through Ther-Rx Corporation, its branded
drug subsidiary.

                        *     *     *

As reported in the Troubled Company Reporter on March 29, 2010,
KPMG LLP, in St. Louis, Missouri, expressed substantial doubt
about the Company's ability to continue as a going concern after
auditing the Company's financial statements for the fiscal year
ended March 31, 2009.  The independent auditors noted that the
Company suspended the shipment of all products manufactured by the
Company and must comply with a consent decree with the FDA before
approved products can be reintroduced to the market.


KC'S PUB: Dram Shop Coverage Not Required for Chapter 11 Debtor
---------------------------------------------------------------
WestLaw reports that a Chapter 11 debtor was maintaining
appropriate insurance coverage as the operator of a restaurant and
tavern serving food and liquor to the general public, even though
the debtor did not have liquor liability, or dram shop, coverage.
Therefore, the alleged failure to maintain appropriate insurance
coverage did not provide cause for the dismissal of the debtor's
case. State law did not require the debtor to carry liquor
liability or dram shop coverage.  In addition, the debtor was a
small business, organized as a limited liability company with one
member, and did not easily have available funds to buy additional
insurance coverage.  No dram shop claims had been filed against
the debtor since it began operations approximately five years
earlier, furthermore, and the debtor had a training program
intended to reduce the risk of dram shop claims.  Finally, the
greatest likelihood of a distribution to unsecured creditors was a
successful reorganization.  In re KC's Pub, LLC, --- B.R. ----,
2010 WL 2198205 (Bankr. M.D. Pa.) (Opel, J.).

The United States Trustee moved to dismiss KC's Chapter 11 case,
arguing that "it is simply a matter of common sense for the Court
to conclude that liquor liability insurance is 'appropriate'
coverage within the meaning of 11 U.S.C. Sec. 1112(b)(4)(C) for a
debtor that describes itself as a 'pub' and which serves liquor to
the general public, since claims based upon Pennsylvania's dram
shop statute are a material risk to which Debtor is continually
exposed in the course of its daily operation.  The Honorable
Robert N. Opel, II, observed that neither the U.S. Trustee nor the
Debtor cited any judicial opinion addressing the specific issue of
whether or not dram shop coverage is required for a debtor to have
"appropriate" insurance within the meaning of Sec. 1112(b)(4)(C),
nor was any evidence presented concerning what percentages of
restaurants and taverns in the Commonwealth of Pennsylvania do or
do not maintain liquor liability or dram shop insurance coverage.

KC'S Pub, LLC, sought Chapter 11 protection (Bankr. M.D. Pa. Case
No. 09-06686) on Aug. 31, 2009.  A copy of the Debtor's chapter 11
petition is available at http://bankrupt.com/misc/pamb09-06686.pdf
at no charge.  The Debtor's schedules show assets valued at
$300,000 and liabilities totaling approximately $345,000.  The
Debtor's 2010 Monthly Operating Reports show the Debtor is
operating at a profit.


LEAP WIRELESS: Russ Merbeth to Lead New Cricket Operations
----------------------------------------------------------
Cricket Communications, Inc., a wholly owned subsidiary of Leap
Wireless International, Inc., on Wednesday announced the opening
of a Washington D.C. government affairs office and named telecom
veteran Russ Merbeth to head the new office as Cricket's Vice
President of Government Affairs.

"The opening of our new office continues our commitment to educate
legislators and regulators on the competition and innovation that
mid-sized carriers, such as Cricket, bring to the industry and
ensure that the regulatory environment continues to support a fair
opportunity for these carriers to provide innovative services to
customers, many of whom would otherwise be under-served," said Rob
Irving, Leap Wireless senior vice president and general counsel.

"There are myriad crucial policy decisions that will chart the
course of wireless for years to come and Cricket fully intends to
be a strong voice in these matters.

"Russ is a seasoned and well respected executive and we are very
pleased that he has joined us to head up this important function
for the company."

Mr. Merbeth has more than 20 years of public policy advocacy
experience in Washington, most recently serving as Federal Counsel
and Assistant General Counsel for Integra Telecom in D.C., a
competitive local exchange carrier (CLEC). Before joining Integra
Telecom, Mr. Merbeth served the same function with other
telecommunications providers, including Birch Telecom, Escehlon
Telecom, and Winstar Wireless.  Mr. Merbeth previously served on
the Executive Committee and Board of Directors of COMPTEL, the
national trade association for facilities-based competitive
telephone service providers, and on the Operating Board of ALTS, a
trade association that represented competitive local exchange
carriers and merged with COMPTEL in 2004.

                           About Cricket

San Diego, California-based Cricket Communications, Inc. --
http://www.mycricket.com/-- is the pioneer of simple and
affordable unlimited wireless services with no long-term
commitments or credit checks required, serving more than 5.4
million customers in 35 states and the District of Columbia.

                        About Leap Wireless

Headquartered in San Diego, California, Leap Wireless
International, Inc. (NASDAQ: LEAP) -- http://www.leapwireless.com/
-- and its joint ventures provide wireless services in 34 states
and the District of Columbia and hold licenses in 35 of the top 50
U.S. markets.  Through its affordable, flat-rate service plans,
Cricket offers customers a choice of unlimited voice, text, high-
speed data and mobile Web services.

Leap spun out from Qualcomm Inc. in 1998 and expanded primarily
into rural markets.  It has customers in 34 states and annual
sales around $2.3 billion, making it the seventh-largest wireless
carrier in the U.S., according to The Wall Street Journal.

At March 31, 2010, the Company had total assets of $5,259,706,000
from total liabilities of $3,578,532,000 and redeemable non-
controlling interests of $51,768,000, resulting in stockholders'
equity of $1,629,406,000.

The Troubled Company Reporter on February 2, 2010, citing The Wall
Street Journal's Jeffrey McCracken and Niraj Sheth, said Leap
Wireless has hired Goldman Sachs Group and formed a special board
committee to look into selling the company or merging with rivals.

                          *     *     *

According to the Troubled Company Reporter on April 29, 2009,
Standard & Poor's Ratings Services revised its outlook on Leap
Wireless International Inc. to positive from stable.  At the same
time, S&P affirmed its ratings on the San Diego-based wireless
carrier, including the "B-" long-term corporate credit rating and
"B+" secured bank loan rating on subsidiary Cricket Communications
Inc.


LEHMAN BROTHERS: Seeks $255MM to Protect Park Avenue Investment
---------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Lehman Brothers
Holdings Inc. is asking the U.S. Bankruptcy Court for Southern
District of New York for authorization to invest $255 million to
protect an existing $437 million investment in the office building
at 237 Park Avenue in New York, just north of Grand Central
Terminal.  A hearing to approve the investment is set for June 16.

                       About Lehman Brothers

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

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

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

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

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

               International Operations Collapse

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

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

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


LEHMAN BROTHERS BANKHAUS: Holds 4.9% of Electronic Sensor Shares
----------------------------------------------------------------
Lehman Brothers Bankhaus AG (i. Ins.) disclosed that as of May 13,
2010, it may be deemed to beneficially own 7,965,000 shares or
roughly 4.9% of the common stock of Electronic Sensor Technology,
Inc.

                  About Lehman Brothers Bankhaus

Lehman Brothers Bankhaus AG filed for Chapter 15 bankruptcy
protection in New York on April 29, 2009 (Bankr. S.D.N.Y. Case No.
09-12704).  The petition for Chapter 15 bankruptcy listed more
than US$1 billion each in debts and assets.  The report discloses
as of April 1, 457 creditors had filed claims against the German
unit, of which 22 were based in the U.S.

The German affiliate, established in 1987, has branch offices in
South Korea, London and Milan, the report states.  The offices in
London and Milan are being wound down as part of the German court
proceedings and the Korean office is subject to a moratorium on
business activities by local banking authorities.

In the Chapter 15 petition, Dr. Michael C. Frege served as
insolvency administrator and foreign representative.  Judge James
M. Peck presides over the case.  David Farrington Yates, Esq., at
Sonnenschein, Nath & Rosenthal LLP in New York, serves as Chapter
15 Petitioner's Counsel.


LEVEL 3: Exchange Offer for 10% Notes to Expire July 6
------------------------------------------------------
Level 3 Financing, Inc., is offering to exchange $640,000,000
principal amount of 10% Senior Notes due 2018 Guaranteed by Level
3 Communications, Inc. and Level 3 Communications, LLC.
Specifically, Level 3 is offering to exchange new 10% Senior Notes
due 2018 for currently outstanding 10% Senior Notes due 2018.

The exchange offer expires at 5:00 p.m., New York City time, on
July 6, 2010, unless it is extended.  There is no established
trading market for the new notes, and neither Level 3 Financing
nor Level 3 Communications intends to apply for listing of the new
notes on any securities exchange.

A full-text copy of Level 3 Financing's prospectus is available at
no charge at http://ResearchArchives.com/t/s?6484

                           About Level 3

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

The Company's balance sheet at March 31, 2010, showed $8.6 billion
in total assets and $8.4 billion in total liabilities, for a
$221.0 million total stockholders' equity.

                           *     *     *

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


LIONS GATE: Icahn Group to Acquire Firm's Common Shares
-------------------------------------------------------
Carl C. Icahn disclosed that the offer by certain of his
affiliated entities to purchase ANY AND ALL of the common shares
of Lions Gate Entertainment Corp. for $7.00 in cash per share has
been approved by the Minister of Canadian Heritage under the
Investment Canada Act.  In connection with this approval, the
Icahn Group made a number of commitments to the Minister of
Canadian Heritage which would take effect in the event that the
Icahn Group acquires control of Lions Gate.  Most importantly, the
Icahn Group has committed to preserving the Canadian control of
Maple Pictures.  The Icahn Group has also committed to keeping
Lions Gate in Canada and maintaining or increasing the level of
film production undertaken by Lions Gate in Canada, on a province
by province basis.

Mr. Icahn stated: "I am very pleased that our investment in Lions
Gate has been determined to be of net benefit to Canada. With the
satisfaction of this condition, we expect our tender offer to
proceed to closing on June 16, 2010.  At that time, provided that
all remaining conditions to our offer are satisfied (which we
expect to be the case, barring certain unforeseen events such as a
material adverse change or the implementation by Lions Gate of
further inappropriate defensive measures), we will promptly take
up and pay for all shares that have been tendered.  There will not
be another extension of the offer, nor will the price be changed.
However, as previously announced, there will be a subsequent
offering period commencing on June 17, 2010 and ending on June 30,
2010 in order to permit additional tenders.  The price paid to
shareholders tendering during the subsequent offering period will
be the same as that in the offer."

Lions Gate has made much of the fact that our purchase of even the
3.7% of outstanding shares that were tendered into the offer and
not withdrawn as of our last announcement would constitute an
"event of default" under its credit facilities, which in turn
could trigger "cross-defaults" with respect to over $472 million
of bond indebtedness, warning that there can be no assurance that
its lenders will waive such defaults.  For the avoidance of any
doubt, the Icahn Group reiterates that the occurrence of any
"event of default" under Lions Gate's debt agreements would NOT be
considered a material adverse change and would NOT constitute a
condition allowing us to withdraw our offer or to not purchase all
stock tendered.

Shareholders with questions about the tender offer may call D.F.
King & Co., Inc., the Information Agent, toll-free at 800-859-8511
(banks and brokers call 212-269-5550).

                      About Lions Gate

British Columbia-domiciled and Santa Monica, California-
headquartered Lions Gate is a leading, diversified independent
producer and distributor of motion pictures, home entertainment,
television programming and animation worldwide and holds a
majority interest in the pioneering CinemaNow VOD business.  The
Lions Gate brand name is synonymous with original, cutting edge,
quality entertainment in markets around the world.

As reported by the Troubled Company Reporter on March 10, 2010,
Standard & Poor's Ratings Services revised its rating outlook on
Lions Gate to negative from stable.  At the same time, S&P
affirmed ratings on Lions Gate, including the 'B-' corporate
credit rating.

Lions Gate carries Moody's "B2" corporate family rating and
probability of default rating.


LNR PROPERTY: Vornado & Other Creditors to Acquire Stake
--------------------------------------------------------
Vornado Realty Trust is poised to get a stake in LNR Property
Corp. along with other creditors as part of efforts by Cerberus to
restructure the real-estate company's debt, Anton Troianovski and
Lingling Wei at The Wall Street Journal report, citing credit-
rater reports and people familiar with the situation.

According the report, the terms of the deal call for the
conversion of some junior debt in LNR to equity.  A chunk of that
debt is held by Vornado, a real-estate investment trust based in
Paramus, New Jersey.  The restructuring plan could be completed by
the end of this month.  Vornado lost to Cerberus in a bidding
battle for LNR in 2004.

LNR Property Corp. -- http://www.lnrproperty.com/-- is a real
estate investment and management company spun off from
homebuilding giant Lennar in 1997.  LNR owns and manages a
portfolio of real estate properties and real estate finance
investments (unrated and junk-grade commercial mortgage-backed
securities and collateralized debt obligations, high-yield
mortgage loans, and mezzanine financing).  Its LandSource
Communities Development joint venture with Lennar develops and
sells homes as well as land for residential or commercial use; it
owns Newhall Land and Farming.  LandSource declared bankruptcy in
2008, a victim of the housing downturn.  LNR is a subsidiary of
Cerberus Capital Management, which owns a 75% stake in the company
through LNR Property Holdings.

As reported by the Troubled Company Reporter on May 24, 2010,
Standard & Poor's Ratings Services revised its CreditWatch
placement on its ratings on LNR Property Holdings Ltd. and LNR
Property Corp. (LNR), including the 'CCC' long-term counterparty
credit rating on each, to Developing from Negative where they were
placed on April 8, 2010.


LODGENET INTERACTIVE: Victorian Capital Holds 2.90% of Shares
-------------------------------------------------------------
Victorian Capital LP, Incorporated, disclosed that as of May 14,
2010, it was the direct beneficial owner of 725,373 shares of
LodgeNet Interactive Corporation Common Stock, representing
approximately 2.90% of the outstanding shares of Common Stock.

Pension Corporation Co-Investment (GP) Limited, as the sole
general partner of Victorian Capital, has voting and dispositive
power over the shares of Common Stock directly owned by Victorian
Capital, and therefore may be deemed to beneficially own such
shares.  By virtue of its ownership of all of the outstanding
ordinary shares of PCCI, The Truell Charitable Foundation may be
deemed to be the beneficial owner of all of the shares of Common
Stock beneficially owned by Victorian Capital.

Victorian Capital on April 29 and 30, 2010, sold 6,090 LodgeNet
Interactive shares at $6.85 per share.  All dispositions were
through JP Morgan Cazenove Limited.

                    About LodgeNet Interactive

Sioux Falls, South Dakota-based LodgeNet Interactive Corporation
(Nasdaq:LNET) -- http://www.lodgenet.com/-- provides media and
connectivity solutions designed to meet the unique needs of
hospitality, healthcare and other guest-based businesses.
LodgeNet Interactive serves more than 1.9 million hotel rooms
worldwide in addition to healthcare facilities throughout the
United States.  The Company's services include: Interactive
Television Solutions, Broadband Internet Solutions, Content
Solutions, Professional Solutions and Advertising Media Solutions.
LodgeNet Interactive Corporation owns and operates businesses
under the industry leading brands: LodgeNet, LodgeNetRX, and The
Hotel Networks.

The Company's balance sheet at March 31, 2010, revealed
$485.0 million in total assets and $542.2 million in total
liabilities, for a total stockholders' deficit of $57.2 million.

                          *     *     *

According to the Troubled Company Reporter on September 30, 2009,
Moody's Investors Service upgraded LodgeNet Interactive
Corporation's speculative grade liquidity rating to SGL-3
(indicating adequate liquidity) from SGL-4 (indicating poor
liquidity) while revising the outlook for all ratings to stable
from negative.  Concurrently, Moody's also affirmed LodgeNet's B3
corporate family rating and Caa1 probability of default rating.


LTV STEEL: National Union Denied Expenses for Workers' Claim
------------------------------------------------------------
Bankruptcy Law360 reports that a federal appeals court has held
that National Union Fire Insurance Co. of Pittsburgh, Pa., should
be disallowed purported administrative expenses for workers'
compensation claims in the LTV Steel Co. Inc. bankruptcy, though a
judge on the court is calling for an en banc review of the case.

According to Law360, the district court did not err when it upheld
a bankruptcy judge's decision not to force LTV subsidiaries to
make payments to National Union in connection with workers'
compensation insurance.


MAJESTIC LIQUOR: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Majestic Liquor Stores, Inc.
          dba Double T Discount Beer & Wine No. 2
              The Cellar
              Red Colemans
              T's Liquor Coffee City
              www.grapevinemarket.com
              Double T Discount Liquor
              Grape Vine Market
              Arlington Bottle Shop
              Doc's Beer Depot
              Cellar Beer Barn
              T's Discount Liquor Store
              Crossed Keys Package Store
              Cellar Liquor Store
              T's Beer and Wine Coffee City
              Double T Discount Beer & Wine
              Fat Dog Convenience
              Fat Dog Beverages
              T's Liquor Store
              Doc's Liquor Store
              Majestic Fine Wine & Spirits
              Save Way Liquors
              The Cellar Beer Barn
              www.majesticfinewineandspirits.com
              T's Convenience Store
              Fat Dog Liquor Beer Wine
              Fat Dog Liquor
              Doc's Beer and Wine Store
              www.majesticliquors.com
              Crossed Keys Beer & Wine
        P.O. Box 9540
        Fort Worth, TX 76147-2540

Bankruptcy Case No.: 10-43849

Chapter 11 Petition Date: June 6, 2010

Court: U.S. Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: Russell F. Nelms

Debtor's Counsel: J. Robert Forshey, Esq.
                  E-mail: jrf@forsheyprostok.com
                  Jeff P. Prostok, Esq.
                  E-mail: jpp@forsheyprostok.com
                  Forshey & Prostok, LLP
                  777 Main Street, Suite 1290
                  Ft. Worth, TX 76102
                  Tel: (817) 877-8855

Debtor's
Fin'l Advisor:    Focus Management Group USA Inc.

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

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

The petition was signed by John Bratton, vice president and
shareholder.

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Majestic Texas Properties, L.P.       10-43850           6/06/10
Majestic Texas-Grapevine, L.P.        10-43851           6/06/10
Majestic GP, LLC                      10-43852           6/06/10
Majestic GP II, LLC                   10-43853           6/06/10

Majestic Liquor Stores' List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Republic National                  Trade Debt           $1,014,062
P.O Box 536389]
Grand Prairie, TX 75053

Glazers Wholesale                  Trade Debt             $686,190
P.O Box 814450
Dallas, TX 75381

Mexcor, Inc.                       Trade Debt              $52,292
8950 Railwood Drive
Houston, TX 77078

Conedison Solutions                Trade Debt              $36,221

CD Harthett Company                Trade Debt              $27,897

Coca Cola Enterprises              Trade Debt              $25,065

Mid State Wine & Liquors           Trade Debt              $18,645

Madix Terrell                      Trade Debt              $16,622

The Wine Frog                      Trade Debt              $15,009

Reddy Ice                          Trade Debt              $10,012

Greenspring Media Group            Trade Debt               $9,300

Pollock Paper                      Trade Debt               $9,175

Dr. Pepper Snapple Group           Trade Debt               $9,053

Aramark Uniform Service            Trade Debt               $6,988

Zimair Display, LP                 Trade Debt               $6,793

Global Quality Imports             Trade Debt               $6,760

A&R Inventory                      Trade Debt               $5,703

Stanley Convergent Security        Trade Debt               $4,049

Ranger Beverage                    Trade Debt               $3,924

Prestige Wine Cellars              Trade Debt               $3,771


MAMMOTH HENDERSON: Plan Outline Hearing Continued until July 28
---------------------------------------------------------------
The Hon. Robert N. Kwan of the U.S. Bankruptcy Court for the
Central District of California has continued until July 28, 2010,
at 11:00 a.m., the hearing on approval of a Disclosure Statement
explaining Mammoth Henderson II, LLC's proposed Plan of
Reorganization.

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

As reported in the Troubled Company Reporter on February 16, 2010,
according to the Disclosure Statement, the Debtor seeks to
accomplish payments under the Plan by restructuring one note held
by U.S. Bank and converting mechanics liens to deeds of trust.
Secured creditors of the estate will be paid the present value of
their claim at a market interest rate over a 24 month to 84 month
period, excepting that their claims may be paid in full prior to
the seventh year through a sale or refinance of the Mammoth
Property.  The effective date targeted for the proposed Plan is
October 19, 2010.

Secured creditor U.S. Bank will be paid in full on or before the
84th month after the effective date, The Clark County Tax
Collector will be paid in full on or before the 72nd month after
the effective date, secured creditor New Life Carpets will be paid
in full on or before the 84th month after the effective date,
secured creditor American Constructors Inc., will be paid in full
on or before the 84th month after the effective date.

Allowed Class 5 General Unsecured Claims ($26,319) may elect to
receive a one-time lump sum payment equal to 50% of their allowed
claim as payment in full on the 13th month after the effective
date or 100% of their allowed claim as payment in full on or
before the 84th month after the effective date.

On or before the effective date, the Debtor will execute a
promissory note with each holder of a Class 5 Claim.   The Note
will provide that, commencing on the 25th month after the
effective date of the Plan, the obligations evidenced by the
promissory note will accrue interest at the rate of 3%.
Commencing on the 15th day of each month thereafter through the
84th month after the effective date, the Reorganized Debtor will
make equal monthly payments of interest to the Class 5 Claimant.

The distributions under the Plan will be made from available cash
and net sale proceeds.

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

                   About Mammoth Henderson II LLC

San Juan Capistrano, California-based Mammoth Henderson II LLC
filed for Chapter 11 bankruptcy protection on November 5, 2009
(Bankr. C.D. Calif. Case No. 09-22234).  Thomas C. Corcovelos,
Esq., who has an office in Manhattan Beach, California, assists
the Company in its restructuring efforts.  According to the
schedules, the Company has assets of $24,002,100, and total debts
of $20,895,296.


MEDICAL STAFFING: Forbearance Moved to June 30; May Seek Ch. 11
---------------------------------------------------------------
On June 4, 2010, Medical Staffing Network Holdings, Inc., and all
of its wholly-owned subsidiaries, including Medical Staffing
Network, Inc. and Medical Staffing Holdings, LLC, entered into a
Second Amendment to Forbearance Agreement with General Electric
Capital Corporation, as administrative agent, and with the
required percentage of the first lien lenders under the Company's
Amended and Restated Credit Agreement dated March 12, 2009.

Under the Amendment, GECC, as agent, and the first lien lenders
have agreed to forbear from exercising default related rights and
remedies with respect to the first lien debt until June 30, 2010,
unless a "Forbearance Default," as defined in the Second
Forbearance Agreement, Limited Waiver and Amendment to Amended and
Restated Credit Agreement entered into between the above-named
parties effective as of April 7, 2010, occurs prior to that date.

The Amendment also increases from $5 million to $7 million the
amount that GECC may make available to the Company for additional
revolving loans if the Company needs liquidity assistance to meet
its obligations as they come due.

The Company continues to have discussions with its lenders about a
possible restructuring of the Company's debt and capital
structure.  As part of any such agreed-upon restructuring, or if
the Company's lenders are not willing to reach an acceptable
agreement in that regard, the Company may determine to seek relief
under Chapter 11 of the U.S. Bankruptcy Code.

A copy of the Second Amended Forbearance Agreement is available
for free at http://researcharchives.com/t/s?647b

Boca Raton, Fla.-based Medical Staffing Network Holdings, Inc.
(OTC QX: MSNW) is one of of the largest diversified healthcare
staffing companies in the United States.  The Company provides per
diem nurse staffing services and travel, allied health and vendor
managed services.

The Company's balance sheet as of March 28, 2010, showed
$87.7 million in assets and $140.8 million of debts, for a
stockholders' deficit of $53.1 million.


MEDSCI DIAGNOSTICS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Medsci Diagnostics, Inc
        Condominio Son Sid -- Suite 1
        1319 Ashford Avenue
        San Juan, PR 00907
        Tel: (787) 723-9393

Bankruptcy Case No.: 10-04961

Chapter 11 Petition Date: June 6, 2010

Court: U.S. Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtor's Counsel: Edgardo Munoz, Esq.
                  Edgardo Munoz, PSC
                  P.O. Box 360971
                  San Juan, PR 00936-0971
                  Tel: (787) 524-3888
                  Fax: (787) 524-3888
                  E-mail: emunoz@emunoz.net

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

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

The petition was signed by Ralph Vallone, vice president.

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Crim                               --                     $771,884
P.O. Box 195387
San Juan, PR 00919-5387

Hitachi Medical Systems America,   --                     $385,175
Inc.
1959 Summit Commerce Park
Twinsburg, OH 44087

Diagnostic Imaging Supplies        --                     $263,899
& Services
P.O. BOX 9326
San Juan, PR 00922-1923

Diagnostic Product For             --                     $134,239
Imaging, Inc.

Dr. Oscar Zavala                   --                      $45,460

Dr. Felix Aponte La Luz            --                      $14,850

Reliable Financial Services, Inc.  --                      $12,743

Ana Monica Vizcarrondo             --                       $9,751

Jet Diagnostic                     --                       $7,400

Easy Finance                       --                       $5,130

Aeronet Wireless Broad             --                       $4,745

Roxanna Pabon                      --                       $3,802

Recoms Realty                      --                       $1,781

Internal Revenues Services         --                       $1,217
(Soc. Sec. & Medicare)

Secretario De Hacienda             --                         $716

Barbara G Febres Elias             --                         $617

El Comandante Office Supplies      --                         $576

Carlos A. Suarez                   --                         $300

De Lage Landen Financial Services  --                         $234

Julio Pellot                       --                          $99


MSJ INVESTMENT: U.S. Trustee Wants Case Dismissed or Converted
--------------------------------------------------------------
Ilene J. Lashinsky, the U.S. Trustee for Region 14, asks the U.S.
Bankruptcy Court for the District of Arizona to direct MSJ
Investment Properties, LLC, and P&G Investment Properties, Inc.,
to comply with her request for administrative information, or in
the alternative, to dismiss or convert this case to one under
Chapter 7 of the Bankruptcy Code.

The U.S. Trustee explains that the Debtor failed to timely provide
information or attend meetings requested.

MSJ Investment Properties, LLC, and P&G Investment Properties,
Inc., own a 104-unit hotel property in Pima County, Arizona.

Oro Valley, Arizona-based MSJ Investment Properties, L.L.C., filed
for Chapter 11 bankruptcy protection on February 12, 2010 (Bankr.
D. Ariz. Case No. 10-03643).  Scott D. Gibson, Esq., at Gibson,
Nakamura & Green, PLLC, assists the Company in its restructuring
effort.  The Company estimated its assets and liabilities at
$1,000,001 to $100,000,000.


NEFF CORP: Reveals DIP Lender Fees to Resolve US Trustee Complaint
------------------------------------------------------------------
Neff Corp., et al., have filed with the U.S. Bankruptcy Court for
the Southern District of New York a supplement to the Debtors'
motion for entry of interim and final orders authorizing the
Debtors to obtain post-petition financing and use cash collateral.

The Debtors sought and obtained interim authorization from the
Court to obtain postpetition secured financing from a syndicate of
lenders led by Bank of America, N.A., as administrative agent, and
use cash collateral.  The Court had set a final hearing for
June 8, 2010, at 2:00 p.m. on the Debtors' request to obtain DIP
financing and use cash collateral.

The DIP lenders have committed to provide up to $35 million on an
interim basis, and $175 million on a final basis.

Brian S. Lennon, Esq., at Kirkland & Ellis LLP, the attorney for
the Debtors, explained that the Debtors need the money to fund
their Chapter 11 case, pay suppliers and other parties.

The DIP facility will mature 285 from the petition date.  The
DIP facility will incur interest at 5% per annum.  The DIP lien is
subject to an up to a carve-out for U.S. Trustee and Clerk of
Court fees; fees payable to professional employed in the Debtors'
case; and fees of the committee in pursuing actions challenging
the DIP Lenders' lien.

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

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

Mr. Lennon said that the Debtors will also use the cash collateral
to provide additional liquidity.  The Debtors are authorized to
use up to $50,000 of cash collateral without the consent of the
holders of at least 51% of the commitments under the DIP Facility.
In exchange for using the cash collateral, the ABL Lenders, the
First Lien Term Loan Lenders, and the Second Lien Term Loan
Lenders will be granted, among other things: (i) replacement liens
and (ii) superpriority administrative expense claims.

On May 24, 2010, the U.S. Trustee filed an objection (the
Objection) to entry of a final order approving the Debtors'
request to obtain DIP financing and use cash collateral, primarily
on the basis that the Debtors didn't make the fee letters entered
into in connection with the DIP Facility and the Exit Facility
available to the general public.

During the DIP Facility negotiations, the DIP Lenders stressed to
the Debtors that it is of the utmost importance to the DIP Lenders
that the form of the fee letters be kept confidential given the
highly competitive nature of the investment banking and lending
industries.  The Debtors agreed they would not file the fee
letters on the docket of these chapter 11 cases, but did make oral
representations as to the substance of the fee letters on the
record in open court at the May 17 'first day' hearing in these
cases."

As a supplement to the representations made at the May 17 hearing,
the Debtors, with the consent of the DIP Lenders, file a
supplement to disclose in writing the approximately $5.475 million
in fees to be paid to the DIP Lenders in connection with the DIP
Facility and Exit Facility:

     a) $1.6 million in pre-petition dip lender fees;

     b) $700,000 in post-petition dip lender fees;

     c) $1.575 million in exit facility fees; and

     d) Expenses: The Debtors have also agreed to reimburse
        certain expenses the DIP Lenders incur in connection with
        the DIP Facility and Exit Facility, including reasonable
        and documented professional fees.

The total fees to be paid in connection with the DIP Facility and
the Exit Facility amount to approximately 3.1% of the $175 million
that will be available to the Debtors under the facilities.  The
Debtors paid approximately 29% of the total fees to be paid in
connection with the DIP Facility and the Exit Facility prior to
the Petition Date.

Prior to filing the supplement, the Debtors conferred with the
Trustee and confirmed that the disclosures made in the supplement
resolve the concerns raised by the Trustee in the Objection.

County of Williamson, Texas, County of Galveston, Texas, County of
Harris, Texas, County of Montgomery, Texas, Round Rock Independent
School District, County of Tarrant, Texas and Texas City
Independent School District (the Local Texas Tax Authorities) had
also objected to the Debtors' request to obtain DIP financing and
use cash collateral.  The Local Texas Tax Authorities specifically
objected to any priming of their senior, perfected and unavoidable
tax liens on the Debtors' property.

                         About Neff Corp.

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

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

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


NEOSE TECHNOLOGIES: Discloses Final Liquidating Distribution
------------------------------------------------------------
Neose Technologies, Inc. disclosed that, in accordance with the
Plan of Complete Liquidation and Dissolution approved by its
stockholders on January 26, 2009, its Board of Directors has
approved a final liquidating distribution (in the amount of
$0.0121 per share of common stock.  The Final Liquidating
Distribution will have a record date of March 2, 2009, which is
the date on which the Company filed its Certificate of Dissolution
with the Secretary of State of Delaware and closed its stock
transfer books.  The Final Liquidating Distribution will have a
payable date of June 16, 2010, and an ex-dividend date of June 17,
2010.  The Company will make no further distributions beyond the
Final Liquidating Distribution.  There is no requirement for
stockholders to surrender shares in connection with the Final
Liquidating Distribution.

An "ex-dividend date" is a date on which a security is traded
without a previously declared dividend or distribution.  The
timing of the Company's ex-dividend date is determined in
accordance with the NASD rule applicable to such distribution
because it exceeds 25% of the Company's share value.  Between the
record date of March 2, 2009 and the ex-dividend date of June 17,
2010, the stock trades with due bills reflecting the seller's
obligation to transfer the distribution to the buyer.  As a
result, the payment that the Company remits to the Depository
Trust Company on June 16, 2010, which pertains to the shares held
of record by Cede & Co. and owned by investors in street name,
will be distributed by the Depository Trust Company to eligible
brokers to allocate to client accounts based on the ownership of
the Company's common stock as of June 17, 2010 (the ex-dividend
date).

Upon payment of the Final Liquidating Distribution, the Company
will have made aggregate liquidating distributions (which include
the initial liquidating distribution made on March 24, 2009, the
Second Liquidating Distribution made on December 24, 2009, and the
Final Liquidating Distribution) of $29,545,420, or $0.5421 per
share of the Company's common stock.


NEW YORK TIMES: Circulation Holding Up to WSJ Assault
-----------------------------------------------------
Bloomberg News reports that New York Times Co. Chief Executive
Officer Janet Robinson said the namesake newspaper is holding on
to its circulation as The Wall Street Journal promotes its New
York section and cuts advertising rates.  "We are definitely not
seeing any effect in regard to the circulation," Ms. Robinson said
in an interview with Bloomberg in New York.  News Corp.'s Wall
Street Journal introduced its metro section in April, in part to
attract readers from the New York Times.  New York Times has
maintained its own advertising rates since the Wall Street
Journal's "Greater New York" section debut, Ms. Robinson said.
The two newspapers are competing for readers on their home turf as
industry-wide circulation sales have plunged.

                    About The New York Times

The New York Times Company is a diversified media company that
currently includes newspapers, Internet businesses, a radio
station, investments in paper mills and other investments.

At the end of April in 2010, Standard & Poor's Ratings Services
placed its 'B' corporate credit rating on The New York Times Co.,
along with all issue-level ratings on the company's debt, on
CreditWatch with positive implications.

In March, Moody's Investors Service changed The New York Times
Company's rating outlook to stable from negative.  The rating
outlook change is based on Moody's expectation that a moderation
of revenue declines along with reductions in operating costs will
stabilize debt-to-EBITDA leverage at a level below 6x and Moody's
view that the company has an adequate liquidity profile to fund
pension contributions over the next 12-18 months.  NY Times' B1
Corporate Family Rating, B1 Probability of Default Rating and
SGL-3 speculative-grade liquidity rating were retained.


NORTEL NETORKS: Closes Sale of CVAS Business to Genband
-------------------------------------------------------
Nortel Networks Inc. and its affiliates have completed the sale
of their Carrier VoIP and Application Solutions (CVAS) business
to Genband for US$282 million.

"The sale of our CVAS business to Genband enables our global
service provider customers to continue to benefit from Nortel's
industry-leading carrier VoIP and telephony expertise and long-
standing track record in transitioning TDM networks to VoIP,"
said George Riedel, Chief Strategy Officer and President of
Nortel.

"We wish our transferring employees well, knowing that they are
taking their considerable expertise to Genband," Mr. Riedel said
in a public statement.

During a June 3 presentation at Genband's headquarters, Charles
Vogt, the company's chief executive, said about 1,800 Nortel
workers joined the company.  Genband terminated about 400 Nortel
workers and existing employees because of job duplication,
according to a report by The Dallas Morning News.

Nortel does not expect common or preferred shareholders to
receive any value from the creditor protection proceedings.  It
expects, however, that the proceedings will result in the
cancellation of those equity interests.

Earlier, Nortel obtained an order from the U.S. Bankruptcy Court
for the District of Delaware, approving a side agreement in
connection with the CVAS sale.  The agreement requires Nortel to
facilitate the process of obtaining regulatory approval for the
sale, among other things.

Nortel also won approval from the Ontario Superior Court of
Justice to execute a distribution escrow agreement, requiring it
to deposit the proceeds from the CVAS sale in an escrow account.

                   Nortel, PBGC Ink Stipulation

In a related development, Nortel and the Pension Benefit Guaranty
Corp. inked a stipulation to settle any lien or claim the agency
has on the assets of Nortel's foreign non-debtor units that were
included in the sale block.

The stipulation, which was approved by the Bankruptcy Court,
requires Nortel to pay PBGC $100,000 in cash, which will be taken
from the proceeds of the CVAS sale.  In return, PBGC agreed to
the sale of the foreign non-debtors' assets and not to pursue any
lien or claim it has against those assets.

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

Nortel also withdrew its request to assume and assign certain
customer contracts.  It did not identify the contracts but told
the Bankruptcy Court in a notice that it will furnish each of the
counterparties an individualized schedule of those contracts.

Meanwhile, AT&T Services Inc. dropped its objection to Nortel's
proposed assumption and assignment of contracts in connection
with the CVAS sale.

                      About Nortel Networks

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

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

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

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

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

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

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

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


NORTEL NETORKS: Courts Approve Sale of CALA GSM Biz
---------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware and the
Ontario Superior Court of Justice issued orders authorizing
Nortel Networks Inc. and its affiliates to sell the remaining
assets of their Global System for Mobile and GSM for Railways
business to Telefonaktiebolaget LM Ericsson.

Nortel plans to sell the GSM/GSM-R assets in the Caribbean and
Latin region for $2 million.  The assets include contracts with
Nortel Networks (CALA) Inc., and inventory owned by Nortel CALA
and other Nortel units in the region.  Cash and cash equivalents,
accounts receivable, bank account balances and petty cash are
excluded from the sale block.

The Bankruptcy Court's order does not authorize the assumption or
assignment of the Nortel units' agreements with Motorola Inc. and
SNMP Research International Inc.

Nortel also obtained a separate order from the Bankruptcy Court
and the Ontario Superior Court of Justice approving a side
agreement with Ericsson and Kapsch CarrierCom AG in connection
with the March 2010 sale of their GSM/GSM-R business in North
America.

The Side Agreement requires Nortel to observe proper consultation
and notification prior to amending any provision of right under
the respective sale agreements.  It also contains terms governing
the collection and allocation of the sale proceeds,
indemnification of the distribution and escrow agents, among
other things.

In a related development, Nortel filed a notice in the Bankruptcy
Court, announcing that it will not be assuming and assigning
certain contracts in connection with the sale of the GSM/GSM-R
business.  The Debtor did not identify the contracts in the
notice but told the Bankruptcy Court that it will furnish each of
the counterparties an individualized schedule of those contracts.

                    Tellabs Drops Objection

Tellabs Operations Inc. notified the Bankruptcy Court that it
dropped its objection dated March 1, 2010, to Nortel's prior
notice to assume and assign customer contracts as well as its
motion to implement a process for the assumption and assignment
of contracts.

                      About Nortel Networks

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

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

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

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

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

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

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

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


NORTEL NETORKS: Proposes to Probe Verizon on $11.2MM Claim
----------------------------------------------------------
Nortel Networks Inc. and its debtor affiliates seek permission
from the Court to investigate Verizon Communications Inc. in a
bid to determine the basis for its $11.2 million claim.

Verizon Communications and its affiliates earlier filed a proof
of claim and supporting documents, describing various claims
against NNI, which include a pre-bankruptcy claim of more than
$10.6 million allegedly owed under a global business partner
agreement, and an indemnity claim which stemmed from a litigation
Voxpath Networks Inc. brought against the Verizon entities.

NNI previously asked Verizon to produce documents in support of
its claims but the only document that has been provided so far is
an excel spreadsheet relating to Verizon's assertion that the
claims are subject to setoff rights, according to NNI's attorney,
Ann Cordo, Esq., at Morris Nichols Arsht & Tunnell LLP, in
Wilmington, Delaware.

As part of the investigation, NNI urge the Court to compel the
Verizon entities to produce a set of documents and to produce a
witness who will be put under examination.

The Court will consider approval of NNI's request at a hearing
scheduled for June 9, 2010.

In a related development, NNI filed a separate motion, seeking
the enforcement of the automatic stay against the Verizon
entities.  The move came after the Verizon entities allegedly
withheld the payment of more than $10.3 million to NNI in light
of the unresolved issue concerning their proof of claim.

"Having failed even to seek, let alone obtain, relief from the
stay before taking such actions, the Verizon entities'
withholding of payments on the postpetition obligations
constitutes a violation of the automatic stay," Ms. Cordo said in
court papers.

         Acme Opposes Disclosure of Confidential Info

In a statement filed with the Court, Acme Packet Inc. expressed
disapproval over the possible disclosure of its confidential
business information.

Acme said it provided certain "confidential and highly sensitive"
technical documents and information to Verizon and Voxpath
pursuant to an order issued in the litigation, and that it does
not want the information handed to a competitor, including
Genband Inc.

Genband is the buyer of Nortel's Carrier VoIP and Application
Solutions (CVAS) business.

                      About Nortel Networks

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

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

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

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

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

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

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

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


NORTH AMERICAN PETROLEUM: Org. Meeting to Form Panel on June 10
---------------------------------------------------------------
Roberta A. DeAngelis, Acting United States Trustee for Region 3,
will hold an organizational meeting on June 10, 2010, at 1:00 p.m.
in the bankruptcy case of North American Petroleum Corporation
USA, et al.  The meeting will be held at J. Caleb Boggs Federal
Building, 844 King Street, Room 5209, Wilmington, DE 19801.

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

Denver, Colorado-based North American Petroleum Corp. USA is a
natural gas driller.  North American Petroleum and Prize Petroleum
are subsidiaries of Petroflow Energy Corporation.

North American Petroleum filed for Chapter 11 bankruptcy
protection on May 25, 2010 (Bankr. D. Del. Case No. 10-11707).
Kirkland & Ellis LLP assists the Company in its restructuring
effort.   Domenic E. Pacitti, Esq., at Klehr Harrison Harvey
Branzburg LLP, is the Company's Delaware counsel.  Kinetic
Advisors LLC is the Company's  restructuring advisor.  Epiq
Bankruptcy Solutions, LLC, is the Company's notice, claims and
balloting agent.  The Company estimated its assets and debts at
$100,000,001 to $500,000,000.

The Company's affiliate, Prize Petroleum LLC, filed a separate
Chapter 11 petition on May 25, 2010 (Case No. 10-11708), listing
up to $0 to $50,000 in assets and $100,000,001 to $500,000,000 in
debts.


NUTRACEA: Appoints New Chief Financial Officer
----------------------------------------------
NutraCea's Board of Directors has appointed J. Dale Belt Executive
Vice President, Chief Financial Officer and Chief Accounting
Officer, effective June 15, 2010. Mr. Belt replaces William J.
Cadigan, a Tatum LLC partner, who has been Vice President of
Finance since July 2009 and interim Chief Financial Officer since
February 2010.  Mr. Belt, currently the Managing Director at
Sierra Consulting, has been a financial advisor to NutraCea since
November 2009.  He is a Certified Public Accountant registered in
both Arizona and Kentucky, a Certified Turnaround Professional and
a Certified Insolvency & Restructuring Advisor.

W. John Short, NutraCea Chairman and CEO, said "As a key member of
the senior management team Bill was instrumental in helping us
position our entry into Chapter 11 in a manner that will allow us
to exit a stronger, more viable company.  We are grateful to Bill
for his expertise, leadership and wisdom as well as the
extraordinary effort he has put into our restructuring over the
past ten months.

"We are equally pleased to have a financial professional of Dale's
caliber and experience step into the permanent CFO role.  His
turnaround experience coupled with his financial and operating
expertise will contribute significantly to our completing a
successful restructuring of the Company as we work toward an exit
from Chapter 11 later this year."

Belt brings over 30 years experience to NutraCea in finance and
accounting in both the private and public sectors. Early in his
career, he spent six years at Coopers & Lybrand (now
PricewaterhouseCoopers (PwC)).  Following, he spent over 15 years
in the private sector having held various senior management
positions including chief financial officer, treasurer and
president with diverse organizations.  His extensive industry
experience includes among others wholesale/retail food
manufacturing and beverage marketing and distribution.

In 1999 Belt began his restructuring practice with PwC where he
served as a consultant to numerous companies ranging from startups
to large multinationals.  Prior to joining Sierra Consulting, a
leader in the turnaround, receivership and consulting services
industry, in 2008, Belt was with FTI Consulting, Inc. a New York
Stock Exchange listed global business advisory firm for six years.

                         About NutraCea

NutraCea is a world leader in production and utilization of
stabilized rice bran.  NutraCea holds many patents for stabilized
rice bran (SRB) production technology and proprietary products
derived from SRB.  NutraCea's proprietary technology enables the
creation of food and nutrition products to be unlocked from rice
bran, normally a waste by-product of standard rice processing.

Phoenix, Arizona-based Nutracea, a California corporation, filed
for Chapter 11 bankruptcy protection on November 10, 2009 (Bankr.
D. Ariz. Case No. 09-28817).  S. Cary Forrester, Esq., at
Forrester & Worth, PLLC, 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.


OSI RESTAURANT: Could Not to Find Buyer for Outback Overseas
------------------------------------------------------------
OSI Restaurant Partners LLC said it has ended the process of
exploring the sale of its company-owned Outback Steakhouse
restaurants in Korea, Japan and Hong Kong because it did not find
a buyer.

Tampa, Fla.-based OSI Restaurant Partners, LLC, is one of the
largest casual dining restaurant companies in the world, with five
restaurant concepts, more than 1,475 system-wide restaurants and
2009 revenues exceeding $3.6 billion.  The Company operates in 49
states and in 23 countries internationally, predominantly through
Company-owned restaurants, but its also operates under a variety
of partnerships and franchises.  The Company's concepts concepts
are Outback Steakhouse, Carrabba's Italian Grill, Bonefish Grill,
Fleming's Prime Steakhouse and Wine Bar and Roy's.  The Company's
long-range plan is to exit its Roy's concept, but it has not
established a timeframe to do so.

                           *     *     *

According to the Troubled Company Reporter on April 27, 2010,
Moody's Investors Service affirmed the corporate family and
probability of default ratings of OSI Restaurant Partners, Inc.,
at Caa1.  In addition, Moody's upgraded the company's Speculative
Grade Liquidity rating to SGL-2 from SGL-3.  The outlook was
changed to stable from negative.

The Company's balance sheet at March 31, 2010, showed $2.4 billion
in total assets and $2.5 billion in total liabilities, for a
stockholders' deficit of $118.8 million.


PACIFIC ETHANOL: 4 Plants Win Approval of Reorganization Plans
--------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Pacific Ethanol
Holding Co. LLC and its four wholly owned ethanol production
facilities have received confirmation of their proposed
reorganization plan.  Before creditors began voting in April, the
plan was modified to give Pacific Ethanol, the parent company, an
option to buy as much as 25% of the reorganized company from the
secured lenders for $30 million.  Secured lenders are predicted to
have a recovery between 17% and 37%.  Unsecured creditors with
$1.4 million in claims are to take home 21%.

The Plan, according to Bloomberg, converts $293.5 million of
secured debt into the new stock and $115 million in new debt
obligations.  Secured lenders owed $244.5 million under the
pre-bankruptcy credit agreement are to receive 73% of the equity
in a new company being created to own the plants.  The prepetition
lenders also will get a new $48.8 million term loan.  Financing
for the reorganization in the amount of $24 million will be repaid
from the new term loan.  Pre-bankruptcy debt that was converted to
a post-bankruptcy secured loan will be exchanged for a new term
loan.

Bloomberg relates that to induce lenders to provide a $15 million
revolving credit and term loan to finance an exit from Chapter 11,
the lenders will receive 27% ownership of the plants plus a new
$18.2 million term loan.

                     About Pacific Ethanol

Pacific Ethanol Holding Co. LLC and four affiliates filed for
Chapter 11 on May 17, 2009 (Bankr. D. Del. 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.

Pacific Ethanol Inc. and its marketing subsidiaries, Kinergy
Marketing LLC, and Pacific Ag. Products, LLC, have not filed for
Chapter 11 bankruptcy protection.  The Company is expected to
continue to manage the Plant Subsidiaries under an Asset
Management Agreement and Kinergy and PAP are expected to continue
to market and sell the Plant Subsidiaries' ethanol and feed
production under existing Marketing Agreements.


PACIFIC ETHANOL: Units to Emerge from Ch. 11 at End of June
-----------------------------------------------------------
Pacific Ethanol, Inc., disclosed the confirmation of its plan of
reorganization for its wholly-owned subsidiary, Pacific Ethanol
Holding Co. LLC, together with PEH's four wholly-owned ethanol
production facility subsidiaries.  The Confirmed Plan, which was
unanimously approved by the secured lenders, is expected to be
effective by the end of June 2010.

Upon the effective date, the ownership of PEH and the Plant
Subsidiaries will be transferred to a newly formed holding
company.  As part of the Confirmed Plan, the Company has an option
to purchase up to 25% of the total ownership interests in New PEH
for up to $30 million in cash, which is exercisable within 90 days
from the effective date.

The Confirmed Plan will result in the elimination of approximately
$290 million of the Company's debt and other liabilities.  New PEH
will have term debt of $50 million with a working capital line of
credit of up to $15 million, which may be increased to up to
$35 million, under the terms of the credit facility.

The Company and its subsidiaries, other than PEH and the Plant
Subsidiaries, have not filed for protection under the U.S.
Bankruptcy Code.  As a result, their ownership structure,
particularly as it relates to ownership of the Company by its
common and preferred stockholders, will not change under the terms
of the Confirmed Plan.

Under the terms of the Confirmed Plan, the Company will continue
to staff, manage and operate the Plant Subsidiaries for a
negotiated fee and profit-sharing arrangement.  In addition, the
Company, through its other subsidiaries not in bankruptcy, will
continue marketing ethanol for third parties as well as the
ethanol and related feed products produced by the Plant
Subsidiaries.

Neil Koehler, the Company's CEO and President said, "Achieving a
confirmed plan of reorganization is a significant milestone in our
restructuring efforts.  New liquidity and low debt levels provided
by the plan support our efforts to optimize operations at the two
facilities currently running, and as market conditions permit,
resume operations at the two idled facilities.  Holding an option
to purchase an equity interest in the facilities at a significant
discount to replacement costs is a valuable opportunity for
Pacific Ethanol.  With the federal Renewable Fuel Standard
requiring increasing levels of ethanol to be blended into gasoline
and the implementation of California's Low Carbon Fuel Standard
beginning in 2011, we are optimistic about the future of the
ethanol industry and the success of our company."

                     About Pacific Ethanol

Pacific Ethanol Holding Co. LLC and four affiliates filed for
Chapter 11 on May 17, 2009 (Bankr. D. Del. 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.

Pacific Ethanol Inc. and its marketing subsidiaries, Kinergy
Marketing LLC, and Pacific Ag. Products, LLC, have not filed for
Chapter 11 bankruptcy protection.  The Company is expected to
continue to manage the Plant Subsidiaries under an Asset
Management Agreement and Kinergy and PAP are expected to continue
to market and sell the Plant Subsidiaries' ethanol and feed
production under existing Marketing Agreements.


PAYNES KNOB: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Paynes Knob, LLC
        P.O. Box 9891
        Asheville, NC 28815

Bankruptcy Case No.: 10-10652

Chapter 11 Petition Date: June 4, 2010

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

Judge: George R. Hodges

Debtor's Counsel: D. Rodney Kight Jr., Esq.
                  Kight Law Office
                  9 SW Pack Square, Suite 200
                  Asheville, NC 28801
                  Tel: (828) 255-9881
                  Fax: (828) 255-9886
                  E-mail: info@kightlaw.com

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

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

According to the schedules, the Company says that assets total
$4,242,000 while debts total $1,340,220.

The list of unsecured creditors filed together with its petition
does not contain any entries.

The petition was signed by Gerald D. Payne, member/authorized
agent.


PENN TRAFFIC: U.S. Trustee Objects to Bonuses
---------------------------------------------
Bill Rochelle at Bloomberg News reports that Penn Traffic Co. is
seeking approval of an incentive plan of up to $315,000 to cover
20 executives and other employees.  A hearing is scheduled for
June 16.

The U.S. Trustee, according to the Bloomberg report, has lodged an
objection, pointing out that bankruptcy law bars retention bonuses
for top officers.  She says that the Penn Traffic plan has
"virtually no incentive criteria."  She says that "retention of
the alleged key employees" is the "primary purpose" of the
program.

Tops Markets LLC purchased almost all of Penn Traffic's stores as
a going concern by paying $85 million in cash.  The sale was
structured so that Penn Traffic avoided a $72 million claim for
pension-plan termination and a $27 million claim by the principal
supplier.

                      About The Penn Traffic

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.


PERFORMA ENTERTAINMENT: Files for Ch. 11 Bankruptcy in Tennessee
----------------------------------------------------------------
The Daily News reports that Performa Entertainment filed for
bankruptcy under Chapter 11 in the U.S. Bankruptcy Court for the
Western District of Tennessee following an agreement with the city
of Memphis to end a litigation over the flow of money through the
business of the Beale Street entertainment district.

According to the report, the Company will receive any commission
due under a contract for collecting rent from business on the
street and common area maintenance.

Performa Entertainment -- http://www.performaentertainment.com/--
is a developer and consultant for urban retail/entertainment
districts.


PFF BANCORP: Reaches Deal with FDIC to Put Tax Refunds into Escrow
------------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that PFF Bancorp Inc. won
approval of an agreement with the Federal Deposit Insurance Corp.,
the receiver for a failed bank that was owed by PFF.  Under the
agreement, the parties agree to put the refund into a segregated
account until there's a decision about whether the money belongs
to the holding company or to the FDIC as receiver for the bank.

                         About PFF Bancorp

PFF Bancorp Inc. -- http://www.pffbank.com/-- was a non-
diversified unitary savings and loan holding company within the
meaning of the Home Owners' Loan Act with headquarters formerly
located in Rancho Cucamonga, California.  Bancorp is the direct
parent of each of the remaining Debtors.

Prior to filing for bankruptcy, Bancorp was also the direct parent
of PFF Bank & Trust, a federally chartered savings institution,
and said bank's subsidiaries.

PFF Bancorp Inc. and its affiliates sought Chapter 11 protection
on December 5, 2008 (Bankr. D. Del. Case No. 08-13127 to 08-
13131).  Chun I. Jang, Esq., and Paul N. Heath, Esq., at Richards,
Layton & Finger, P.A., represent the Debtors in their
restructuring efforts.  Kurtzman Carson Consultants LLC serves as
the Debtors' claims agent.  Jason W. Salib, Esq., at Blank Rome
LLP, represents the official committee of unsecured creditors as
counsel.


PHOENIX FOOTWEAR: Stockholders Elect Six Nominees for Directors
---------------------------------------------------------------
Phoenix Footwear Group Inc.'s stockholders elected all six of the
Company's nominees for director.  Each director will hold office
until the Annual Meeting to be held in 2011.  The new directors
are:

* Steven M. DePerrior
* Gregory M. Harden
* John C. Kratzer
* Wilhelm Pfander
* Frederick R. Port
* James R. Riedman

Based in Carlsbad, California, Phoenix Footwear Group, Inc. (NYSE
Amex: PXG) specializes in quality comfort women's and men's
footwear with a design focus on fitting features.  Phoenix
Footwear designs, develops, markets and sells footwear in a wide
range of sizes and widths under the brands Trotters(R),
SoftWalk(R), and H.S. Trask(R).  The brands are primarily sold
through department stores, leading specialty and independent
retail stores, mail order catalogues and internet retailers and
are carried by approximately 650 customers in more than 900 retail
locations throughout the U.S.  Phoenix Footwear has been engaged
in the manufacture or importation and sale of quality footwear
since 1882.

                           *     *     *

According to the Troubled Company Reporter on May 17, 2010,
Phoenix Footwear Group, Inc., warned in a regulatory filing with
the Securities and Exchange Commission that it does not expect it
will be in compliance with a covenant under an agreement with
First Community Financial as of the end of May 2010.  First
Community Financial is a division of Pacific Western Bank.


PLANET ORGANIC: Ontario Court OKs Sale of Assets to Catalyst
------------------------------------------------------------
Planet Organic Health Corp. director of Planet Organic Health
Corp. Mr. Darren Krissie disclosed that on June 4, 2010, the
Corporation obtained an Approval and Vesting Order from the
Ontario Superior Court of Justice approving the acquisition of
substantially all assets of the Corporation and its Canadian
wholly owned subsidiary by 7562578 Canada Inc., a company
controlled by the Catalyst Capital Group Inc., on behalf of funds
managed by it, pursuant to the terms and conditions of an
Acquisition Agreement dated May 19, 2010, between the Corporation
and Catalyst and as amended by a First Amending Agreement dated
June 1, 2010.  As a result of the Order, Catalyst has acquired all
title, right, and interest in and to the assets described in the
Acquisition Agreement and now owns all assets in Canada and the
shares of the parent company of the Corporation's Mrs. Green's
Natural Market Inc.'s business in the U.S.  The Corporation
received no cash consideration as a result of the acquisition of
its assets.  Catalyst acquired the assets in consequence of the
Corporation's and its subsidiaries' failure to pay amounts owing
to Catalyst under the convertible notes.  The Corporation's total
indebtedness to Catalyst at the time of closing was $32,389,347.
As a result of the sale, the Corporation no longer has any
operating assets or active business and trading has been halted
for failing to maintain the minimum listing requirements of the
TSX Venture Exchange.

The Corporation also announces that Partnership Capital Growth
acted as the Corporation's exclusive financial advisor for the
sale of assets to Catalyst and will receive a transaction fee of
$1,147,000 in conjunction with the sale.  Brent Knudsen is a
principal with Partnership Capital Growth and also a former
director and officer of the Corporation.

Additionally, the Corporation announces the resignations of Brent
Knudsen and Ian Newton from the Board of Directors.  Mr. Krissie
will continue serving as the sole director during the transition
and it is expected that he will resign shortly.  The Corporation
wishes to extend its deep gratitude and appreciation to each of
Mr. Knudsen, Mr. Krissie, and Mr. Newton for their stewardship in
guiding the Corporation through a very difficult corporate
transition over the past few months.

All retail outlets, with the exception of Vaughan, Ontario, will
continue to operate under the ownership and direction of Catalyst
in Canada and the U.S. without disruption to existing customers,
employees, or suppliers.

TSX Venture Exchange nor its Regulation Services Provider (as that
term is defined in the policies of the TSX Venture Exchange)
accepts responsibility for the adequacy or accuracy of this
release.


PROTECTION ONE: GTCR Completes Acquisition
------------------------------------------
Private equity firm GTCR on Friday completed the acquisition of
Protection One, Inc.

As reported by the Troubled Company Reporter, the Company struck a
deal to be acquired by Protection Acquisition Sub, Inc., as
Purchaser, a wholly owned indirect subsidiary of Protection
Holdings, LLC, as Parent, which is controlled by (i) GTCR Fund
IX/A, L.P.; (ii) GTCR Fund IX/B, L.P.; (iii) GTCR Partners IX,
L.P.  Quadrangle Group LLC, and Monarch Alternative Capital LP
have agreed to the deal.  Specifically, Protection One, Protection
Holdings, and Protection Acquisition Sub, an indirect, wholly
owned subsidiary of Parent, entered into an Agreement and Plan of
Merger, dated April 26, 2010 (as amended by Amendment No. 1 to the
Agreement and Plan of Merger, dated May 21, 2010.

On May 3, 2010, pursuant to the Merger Agreement and upon the
terms and subject to the conditions thereof, Acquisition Sub
commenced a tender offer to acquire all of the Company's
outstanding shares of common stock, par value $0.01 per share, for
$15.50 per share to the seller in cash, net of applicable
withholdings and without interest, upon the terms and subject to
the conditions set forth in the Offer to Purchase dated May 3,
2010, as amended, and in the related Letter of Transmittal.

The Offer expired at 9:00 a.m., New York City time, on June 4,
2010.  Based on information provided by the depository for the
Offer, an aggregate of 23,434,112 shares of Common Stock were
validly tendered and not withdrawn as of the expiration of the
Offer.  Acquisition Sub accepted for payment all Common Stock
validly tendered and not withdrawn prior to the expiration of the
Offer.

POI Acquisition, L.L.C., Quadrangle Capital Partners LP,
Quadrangle Capital Partners-A LP, Quadrangle Select Partners LP,
Quadrangle GP Investors LP, and Quadrangle GP Investors LLC,
disclosed in a Schedule 13D filing that POIA tendered all of its
shares at a price of $15.50 per share.  Following the transaction,
POIA no longer holds Company shares.

Monarch Alternative Capital LP and its related funds also
disclosed they tendered all Company shares at a price of $15.50
per share.  Following the transaction, none of the Monarch
Entities holds Company shares.

Also on June 4, 2010, subsequent to the expiration of the Offer
and pursuant to the Merger Agreement, Acquisition Sub exercised
its option to purchase directly from the Company 48,868,142 newly-
issued shares of Common Stock at the Offer Price and in exchange
for an unsecured, non-negotiable and non-transferable promissory
note issued by Acquisition Sub to the Company in the aggregate
principal amount of $757,456,201, bearing interest at 10% per
annum, compounded monthly, with principal and interest due one
year after the purchase of the Top-Up Shares, prepayable in whole
or in part without premium or penalty.  The Top-Up Shares, when
combined with the number of shares of Common Stock owned by Parent
and Acquisition Sub immediately prior to the exercise of the Top-
Up Option, represented at least 90% of the outstanding Common
Stock.  The Top-Up Shares were issued without registration under
the Securities Act of 1933, as amended, in reliance upon an
exemption from registration pursuant to Section 4(2) of the
Securities Act, as a transaction by an issuer not involving a
public offering.

Protection One's financial advisor in the transaction is J.P.
Morgan Securities Inc. and its legal advisor is Kirkland & Ellis
LLP. Lazard Freres & Co. LLC advised Protection One's board of
directors and its independent transactions committee with respect
to the fairness of the offer price to be paid in the transaction.

Morgan Keegan & Company, Inc. and Barclays Capital served as M&A
advisors and Barnes Associates served as an industry advisor to
GTCR. Latham & Watkins LLP and Skadden, Arps, Slate, Meagher &
Flom LLP provided GTCR legal counsel.

                         Management Shake-up

On June 4, 2010 and in connection with the transactions
contemplated by the Merger Agreement, each of Richard Ginsburg,
Peter R. Ezersky, Alex Hocherman, Raymond C. Kubacki, Robert J.
McGuire, Thomas J. Russo, Edward Sippel, Michael Weinstock and
Arlene M. Yocum resigned as directors of the Company, and each of
David A. Donnini, Collin E. Roche, Aaron D. Cohen, Tannaz S.
Chapman, Timothy J. Whall and James M. Covert, the directors of
Acquisition Sub immediately prior to the effective time of the
Merger, became the directors of the Company.  Acquisition Sub has
advised the Company that, to the best of its knowledge, none of
its designees or any of his or her immediate family members (i)
has a familial relationship with any directors, other nominees or
executive officers of the Company or any of its subsidiaries, or
(ii) has been involved in any transactions with the Company or any
of its subsidiaries, in each case, that are required to be
disclosed pursuant to the rules and regulations of the SEC, except
as may be disclosed in the Schedule 14D-9.

On June 4, 2010, each of Richard Ginsburg, Darius G. Nevin and
Peter J. Pefanis resigned from every officer position each held at
the Company and its subsidiaries, including the Company positions
of President and Chief Executive Officer, Executive Vice President
and Chief Financial Officer, and Executive Vice President and
Chief Operating Officer, respectively.  Immediately following such
resignations, Timothy J. Whall was appointed as President and
Chief Executive Officer and Daniel M. Bresingham was appointed as
Chief Financial Officer.

                         NASDAQ Delisting

Protection One said in a regulatory filing that it no longer
fulfills the numerical listing requirements of NASDAQ Stock
Market.  Accordingly, on June 4, 2010, at the Company's request,
NASDAQ filed with the Securities and Exchange Commission a
Notification of Removal from Listing and/or Registration under
Section 12(b) of the Securities Exchange Act of 1934, as amended,
on Form 25 thereby effecting the delisting of the Common Stock
from NASDAQ and the deregistration of the Common Stock under
Section 12(b) of the Exchange Act.

                           About GTCR

Founded in 1980, GTCR -- http://www.gtcr.com/-- is a private
equity firm focused on investing in growth companies in the
Financial Services & Technology, Healthcare and Information
Services & Technology industries.  The Chicago-based firm
pioneered the "Leaders Strategy" -- finding and partnering with
world-class leaders as the critical first step in identifying,
acquiring and building market-leading companies through
acquisitions and organic growth.  Since its inception, GTCR has
invested more than $8.0 billion in over 200 companies.

                      About Protection One

Protection One, Inc. -- http://www.ProtectionOne.com/-- is
principally engaged in the business of providing security alarm
monitoring services, including sales, installation and related
servicing of security alarm systems for residential and business
customers.  The Company also provides monitoring and support
services to independent security alarm dealers on a wholesale
basis.  Affiliates of Quadrangle Group LLC and Monarch Alternative
Capital LP own roughly 70% of the Company's common stock.

As of March 31, 2010, the Company had total assets of $562.853
million against total liabilities of $624.631 million, resulting
in stockholders' deficit of $61.778 million.


REDWINE AVIATION: Case Summary & 2 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Redwine Aviation, Inc.
        8214 Westchester Drive, Suite 740
        Dallas, TX 75225

Bankruptcy Case No.: 10-34047

Chapter 11 Petition Date: June 4, 2010

Court: U.S. Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

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

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

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

A copy of the Company's list of 2 largest unsecured creditors
filed together with the petition is available for free at

The petition was signed by Gary W. Redwine, president.


REDWINE KINTA: Case Summary & Largest Unsecured Creditor
--------------------------------------------------------
Debtor: Redwine Kinta Ranch, LLC
        8214 Westchester Drive, Suite 710
        Dallas, TX 75225

Bankruptcy Case No.: 10-34051

Chapter 11 Petition Date: June 4, 2010

Court: U.S. Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

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

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

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

According to the schedules, the Company says that assets total
$1,293,100 while debts total $42,304,523.

The petition was signed by Gary W. Redwine, manager.

The list of unsecured creditors filed together with its petition
contains only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Bank of America                    --                  $42,304,523
901 Main Street
Dallas, TX 75202


REDWINE OIL: Case Summary & Largest Unsecured Creditor
------------------------------------------------------
Debtor: Redwine Oil and Gas, LLC
        8214 Westchester Drive, Suite 740
        Dallas, TX 75225

Bankruptcy Case No.: 10-34050

Chapter 11 Petition Date: June 4, 2010

Court: U.S. Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Barbara J. Houser

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

Estimated Assets: $0 to $50,000

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

According to the schedules, the Company says that assets total $0
while debts total $42,304,523.

The petition was signed by Gary W. Redwine, manager.

The list of unsecured creditors filed together with its petition
contains only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Bank of America                    --                  $42,304,523
901 Main Street
Dallas, TX 75202


REVLON INC: RCPC Offers to Exchange Old 9-3/4% Notes Due 2015
-------------------------------------------------------------
Revlon Consumer Products Corporation, a subsidiary of Revlon,
Inc., is offering to exchange $330 million aggregate principal
amount of 9-3/4% Senior Secured Notes Due 2015 (CUSIP Nos. U8000E
AG4 and 761519 BA4) for $330 million aggregate principal amount of
9-3/4% Senior Secured Notes Due 2015 (CUSIP No. 761519 BB2).

The exchange offer will expire at 5:00 p.m., New York City time,
on July 1, 2010, unless extended.

Terms of the exchange offer:

     -- RCPC will exchange new notes for all outstanding old notes
        that are validly tendered and not withdrawn prior to the
        expiration or termination of the exchange offer.

     -- Noteholders may withdraw tenders of old notes at any time
        prior to the expiration or termination of the exchange
        offer.

     -- The terms of the new notes are substantially identical to
        those of the outstanding old notes, except that the
        transfer restrictions and registration rights (including
        interest rate increases) relating to the old notes do not
        apply to the new notes.

     -- The exchange of old notes for new notes will not be a
        taxable transaction for U.S. federal income tax purposes.

     -- RCPC will not receive any proceeds from the exchange
        offer.

     -- RCPC issued the old notes in a transaction not requiring
        registration under the Securities Act, and as a result,
        their transfer is restricted.  RCPC is making the exchange
        offer to satisfy the registration rights, as a holder of
        the old notes.

RCPC does not intend to list the new notes on any securities
exchange or to seek approval for quotation through any automated
quotation system.

Each broker-dealer that receives new notes for its own account
pursuant to the exchange offer must acknowledge that it will
deliver a prospectus in connection with any resale of such new
notes.  The letter of transmittal states that by so acknowledging
and by delivering a prospectus, a broker-dealer will not be deemed
to admit that it is an "underwriter" within the meaning of the
Securities Act.  The prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in
connection with resales of new notes received in exchange for old
notes where such old notes were acquired by such broker-dealer as
a result of market-making activities or other trading activities.
RCPC has agreed that, for a period of 210 days after the
expiration of the exchange offer, RCPC will make this prospectus
available to any broker-dealer for use in connection with any such
resale.

A full-text copy of the prospectus is available at no charge
at http://ResearchArchives.com/t/s?6472

                         About Revlon Inc.

Headquartered in New York City, Revlon, Inc. (NYSE: REV) --
http://www.revloninc.com/-- is a worldwide cosmetics, hair color,
beauty tools, fragrances, skincare, anti-perspirants/deodorants
and personal care products company.  The Company's brands, which
are sold worldwide, include Revlon(R), Almay(R), Mitchum(R),
Charlie(R), Gatineau(R), and Ultima II(R).

At March 31, 2010, the Company's balance sheet showed $807.0
million in total assets, $303.7 million total current liabilities,
$1.1 billion long-term debt, $107.0 million long-term debt
(affiliates), $210.8 million long term pension liabilities, and
$63.9 million other long term liabilities, for a $983.0 million
stockholders' deficit.


REVLON INC: Reports Results of June 3 Stockholders' Meeting
-----------------------------------------------------------
Revlon, Inc., on June 3, 2010, held its 2010 Annual Stockholders'
Meeting at which Revlon's stockholders:

     (i) approved the re-election of all of the 11 director
         nominees standing for re-election and named in Revlon's
         2010 proxy statement, to serve as directors until the
         next annual stockholders' meeting and until such
         directors' respective successors are elected and will
         have been qualified, consisting of:

         * Ronald O. Perelman,
         * Alan S. Bernikow,
         * Paul J. Bohan,
         * Alan T. Ennis,
         * Meyer Feldberg,
         * David L. Kennedy,
         * Debra L. Lee,
         * Tamara Mellon,
         * Richard J. Santagati,
         * Barry F. Schwartz, and
         * Kathi P. Seifert;

    (ii) approved the Revlon Executive Incentive Compensation Plan
         for purposes of Section 162(m) of the Internal Revenue
         Code of 1986, as amended; and

   (iii) ratified the selection by Revlon's Audit Committee of
         KPMG LLP as Revlon's independent registered public
         accounting firm for 2010.

                         About Revlon Inc.

Headquartered in New York City, Revlon, Inc. (NYSE: REV) --
http://www.revloninc.com/-- is a worldwide cosmetics, hair color,
beauty tools, fragrances, skincare, anti-perspirants/deodorants
and personal care products company.  The Company's brands, which
are sold worldwide, include Revlon(R), Almay(R), Mitchum(R),
Charlie(R), Gatineau(R), and Ultima II(R).

At March 31, 2010, the Company's balance sheet showed $807.0
million in total assets, $303.7 million total current liabilities,
$1.1 billion long-term debt, $107.0 million long-term debt
(affiliates), $210.8 million long term pension liabilities, and
$63.9 million other long term liabilities, for a $983.0 million
stockholders' deficit.


REVLON INC: Stockholders Approve Re-Election of 11 Directors
------------------------------------------------------------
Revlon Inc.'s stockholders approved the re-election of all of the
11 director nominees:

* Ronald O. Perelman
* Alan S. Bernikow
* Paul J. Bohan
* Alan T. Ennis
* Meyer Feldberg
* David L. Kennedy
* Debra L. Lee
* Tamara Mellon
* Richard J. Santagati
* Barry F. Schwartz, and
* Kathi P. Seifert

In addition, the Company approved the executive incentive
Compensation Plan for purposes of Section 162(m) of the Internal
Revenue Code of 1986, as amended; and ratified the selection by
Revlon's Audit Committee of KPMG LLP as Revlon's independent
registered public accounting firm for 2010.

                         About Revlon Inc.

Headquartered in New York City, Revlon, Inc. (NYSE: REV) --
http://www.revloninc.com/-- is a worldwide cosmetics, hair color,
beauty tools, fragrances, skincare, anti-perspirants/deodorants
and personal care products company.  The Company's brands, which
are sold worldwide, include Revlon(R), Almay(R), Mitchum(R),
Charlie(R), Gatineau(R), and Ultima II(R).

At March 31, 2010, the Company's balance sheet showed
$807.0 million in total assets, $303.7 million total current
liabilities, $1.1 billion long-term debt, $107.0 million long-term
debt (affiliates), $210.8 million long term pension liabilities,
and $63.9 million other long term liabilities, for a
$983.0 million stockholders' deficit.


RICCO INC: Promises to Pay Primary Loan from Sale Proceeds
----------------------------------------------------------
Ricco, Inc., filed with the U.S. Bankruptcy Court for the Northern
District of West Virginia a Disclosure Statement explaining the
proposed Plan of Reorganization.

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

According to the Disclosure Statement, the Plan provides for the
Liquidating Trust to retain the real estate related to Ricco's
former partnership and other operations, and sell the property.
The value of these assets at sale is estimated by Ricco to be
$14 million.  The sale proceeds of the real estate will be first
escrowed until taxes are determined and paid.  Once taxes are
paid, the balance will be utilized to pay the balance of the
primary loan.  Any secured loan will be paid interest only.  No
other administrative secured or unsecured claim will be paid from
security of the primary loan until the primary loan is paid in
full.

All of Ricco's remaining assets will be sold by the Liquidating
Trust by deeds and assignments executed by its trustee and net
proceeds will be paid to creditors from sales.  After payment of
all creditors in the amounts set forth under the Plan (if any),
the remaining unsold property will be conveyed to the Calandrella
Bankruptcy Estate or retained for it's use.

Ricco will cease its operations after confirmation of Plan.  Ralph
Calandrella will continue to aid in tax reconstruction and records
retrieval.

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

                         About Ricco, Inc.

Elk Garden, West Virginia-based Ricco, Inc. -- aka Amico Partners,
Ambizioso Partners, Lupo Tana Partners, and Tre Manichinos
Partners -- filed for Chapter 11 bankruptcy protection on
January 7, 2010 (Bankr. N.D. W.V. Case No. 10-00023).  Todd
Johnson, Esq., at Johnson Law, PLLC, assists the Company in its
restructuring effort.  The Company has assets of $15,162,600, and
total debts of $4,093,674.


RIGGING & WELDING: Final Cash Collateral Hearing Set for June 17
----------------------------------------------------------------
Rigging & Welding Specialists, Inc., will return to the U.S.
Bankruptcy Court for the Southern District of Texas in Houston on
June 17, 2010, for a final hearing on its bid to use cash
collateral.

Judge Marvin Isgur on May 18, 2010, granted the Debtor interim
authority to use cash collateral, consisting of accounts
receivable, in the ordinary course of business.  The Debtor
obtained authority to pay rent on its Baytown facility and expend
up to $260,000 on payroll expenses.  However, the interim order
does not authorize the Debtor to make any lease payments on its
Sweetwater facility.

Financial Federal Credit, Inc., a first lien holder, and Wells
Fargo Bank, N.A., a first lien holder, have agreed to the use of
cash collateral.  The Debtor, Federal and Wells Fargo have reached
a formal agreement for the Debtor's use of cash collateral.

Judge Isgur noted that the Baytown payment is to an insider.  "If
the authorized rent on the Baytown facility exceeds the fair value
of rent on that facility, the insider will be required to refund
any such excess amount," the interim order said.

Pursuant to the interim order, each holder of a valid and
unavoidable lien on the Debtor's account receivables is granted a
replacement lien on postpetition accounts receivable in the same
priority and to the same extent as existed on the Petition Date.
The order also authorized the holder of the lease on the Debtor's
300 ton DEMAG crane to immediately take possession of the crane.

                      About Rigging & Welding

Baytown, Texas-based Rigging & Welding Specialists, Inc., has two
primary sources of revenue: (1) by the rental of cranes with
operator or without; and (2) providing services for inspection,
testing and certification of slings and rigging equipment by the
testing and sales of crane rigging equipment.  The Company's
special "niche" is 24-hour/7-day-a-week service.

Rigging & Welding Specialists filed for Chapter 11 bankruptcy
protection on May 12, 2010 (Bankr. S.D. Tex. Case No. 10-34012).
The Company listed $15,853,284 in assets and $17,547,127 in debts.


RIVER ROAD: Court to Consider OK of Auction of InterContinental
---------------------------------------------------------------
Kristina Doss at Dow Jones Daily Bankruptcy Review reports the
Bankruptcy Court in Chicago was scheduled to hold a hearing
yesterday, June 9, 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.


RIVIERA HOLDINGS: Raises Annual Salary of Marchionne & Simons
-------------------------------------------------------------
The Compensation Committee of the Board of Directors of Riviera
Holdings Corporation increased:

   * the annual salary of Mr. Tullio J. Marchionne,  a member of
     the Company's Office of the CEO and the Company's Secretary
     and General Counsel, and Secretary and Executive Vice
     President of Riviera Operating Company, from $250,000 to
     $300,000 and

   * the annual salary of Mr. Phillip B. Simons, a member of the
     Company's Office of the CEO and the Company's Treasurer and
     Chief Financial Officer and ROC's Treasurer, Vice President
     of Finance and CFO, from $200,000 to $250,000.

The salary increases for Messrs. Marchionne and Simons are
retroactive to April 19, 2010, the date on which the Board
appointed Messrs. Marchionne and Simons to the Office of the CEO.

                        Going Concern Doubt

The Company reported a net loss of $24.9 million on $134.0 million
of revenue for the year ended December 31, 2009, compared with a
net loss of $11.9 million on $169.8 million of revenue for 2008.

The Company's balance sheet as of December 31, 2009, showed
$198.9 million in assets and $282.0 million of debts, for a
stockholders' deficit of $83.1 million.

Ernst Young LLP, in Las Vegas, expressed substantial doubt about
the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has incurred recurring
operating losses and has a working capital deficiency.  In
addition, the Company is in default under its Credit Facility and
Swap Agreement.

                      About Riviera Holdings

Las Vegas, Nevada-based Riviera Holdings Corporation, through its
Wholly owned subsidiary, Riviera Operating Corporation, owns and
operates the Riviera Hotel & Casino located on the Las Vegas
Boulevard in Las Vegas, Nevada.  Through its wholly owned
subsidiary, Riviera Black Hawk, Inc., the Company owns and
operates the Riviera Black Hawk Casino, a casino in Black Hawk,
Colorado.


ROBIN ARBURY: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Joint Debtors: Robin Anderson Arbury
               Ardith Dehn Arbury
               1145 Tittabawassee River Road
               Midland, MI 48642

Bankruptcy Case No.: 10-22248

Chapter 11 Petition Date: June 4, 2010

Court: U.S. Bankruptcy Court
       Eastern District of Michigan (Bay City)

Judge: Daniel S. Opperman

Debtor's Counsel: Dennis M. Haley, Esq.
                  G-9460 S. Saginaw Street, Suite A
                  Grand Blanc, MI 48439
                  Tel: (810) 579-3600
                  E-mail: ecf@winegarden-law.com

Estimated Assets: $0 to $50,000

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

A copy of the Joint Debtors' list of 20 largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/mieb10-22248.pdf

The petition was signed by the Joint Debtors.


ROTHSTEIN ROSENFELDT: Founder Gets 50-Year Prison Sentence
----------------------------------------------------------
Scott Rothstein, who turns 48 today, June 10, received an early
gift Wednesday morning -- a 50-year prison sentence -- Jacqueline
Palank writes for Dow Jones' Daily Bankruptcy Review.

Ms. Palank, citing The Associated Press, relates U.S. District
Judge James I.  Cohn handed down the sentence on five felony
counts that Mr. Rothstein had previously pleaded guilty to bilking
investors out of at least $1.2 billion.

Ms. Palank notes the sentence is 20 more years than Mr.
Rothstein's defense team sought in light of Mr. Rothstein's
cooperation with investigators, and even 10 more than prosecutors
sought.  It's half of the 100-year maximum he faced for his five
felony convictions, she writes.

"I am truly and deeply sorry for what I have done.  I don't expect
your forgiveness. I don't," Mr. Rothstein said, according to Ms.
Palank. "I am ashamed and embarrassed."

                       About Scott Rothstein

Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler
PA, has been suspected of running a $1.2 billion Ponzi scheme.
U.S. authorities claimed in a civil forfeiture lawsuit filed
November 9, 2009, that Mr. Rothstein, the firm's former chief
executive officer, sold investments in non-existent legal
settlements.  Mr. Rothstein pleaded guilty to five counts of
conspiracy and wire fraud on January 27, 2010.

Creditors of Rothstein Rosenfeldt Adler signed a petition sending
the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No.
09-34791).  The petitioners include Bonnie Barnett, who says she
lost $500,000 in legal settlement investments; Aran Development,
Inc., which said it lost $345,000 in investments; and trade
creditor Universal Legal, identified as a recruitment firm, which
said it is owed $7,800.  The creditors alleged being owed money
invested in lawsuit settlements.

Herbert M. Stettin, the state-court appointed receiver for
Rothstein Rosenfeldt, was officially carried over as the Chapter
11 trustee in the involuntary bankruptcy case.


SAINT VINCENTS: Trust Monitor Files Adversary Case Against Lender
-----------------------------------------------------------------
Bankruptcy Law360 reports that a trust monitor in the bankruptcy
of Saint Vincent Catholic Medical Centers has filed an adversary
case against a lender, saying it filed a claim for more than
$46 million plus interest even though both sides had agreed the
hospital only owed $39.5 million.

Michael E. Katzenstein, monitor of the Saint Vincent MedMal
trusts, filed his complaint against VIII SV5556 Lender LLC in the
U.S. Bankruptcy Court for the Southern District of New York,
according to Law360.

           About Saint Vincent Catholic Medical Centers

Saint Vincent 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.  Its behavioral health services also provide supportive
housing programs for people with mental illness throughout the
Metropolitan area.  Saint Vincent's is the designated provider for
the New York and New Jersey region of the US Family Health Plan
sponsored by the US Department of Defense.  Saint Vincent's serves
as the academic medical center of New York Medical College in New
York City. The healthcare organization is sponsored by the Roman
Catholic Bishop of Brooklyn and the president of the Sisters of
Charity of New York.

Saint Vincent Catholic Medical Centers of New York and six of its
affiliates filed for Chapter 11 protection on July 5, 2005 (Bankr.
S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary Ravert, Esq.,
and Stephen B. Selbst, Esq., at McDermott Will & Emery, LLP, filed
the Debtors' Chapter 11 cases.  On September 12, 2005, John J.
Rapisardi, Esq., at Weil, Gotshal & Manges LLP took over
representing the Debtors in their restructuring efforts.  Martin
G. Bunin, Esq., at Thelen Reid & Priest LLP, represented the
Official Committee of Unsecured Creditors.  As of April 30, 2005,
the Debtors listed $972 million in total assets and $1 billion in
total debts.  The Court confirmed the Debtors' Chapter 11 plan on
July 27, 2007.

St. Vincent Catholic Medical Centers and its affiliates returned
to the bankruptcy court by filing another Chapter 11 petition on
April 14, 2010 (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, assist the Debtors
in their restructuring efforts.  The Debtors' special counsel is
Garfunkel Wild, P.C., while their Crisis Management Team is led by
Grant Thornton LLP.  The Debtors' Chief Restructuring Officer is
Mark E. Toney.


SALPARE BAY: Files for Chapter 11 Bankruptcy in Oregon
------------------------------------------------------
Salpare Bay LLC filed for bankruptcy under Chapter 11 on June 7
(Bankr. D. Ore. Case No. 10-35333).

Nick Bjork at Daily Journal of Commerce reports that the petition
was filed a day before the un-built 204-unit condominium project
was to be auctioned off in Multnomah County Courthouse.

According to the report, the auction was intended to satisfy a
$4.4 million judgment stemming from the lost wages.  Developer
Michael DeFrees owns the company and holds 85% stake in the
company.

Salpare Bay LLC is the developer of Salpare Bay condominiums on
Hayden Island.

The petition said that assets and debts range from $10 million to
$50 million.  The Company said it owes $510,109 in attorney fees
to Stoel Rives; $85,000 in trade debt, Campbell Crane; $81,854 in
trade debt, Team Builders JLC.

Tara J. Schleicher, Esq., represents the Debtor in its Chapter 11
effort.


SALPARE BAY: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Salpare Bay, LLC
        2501 NE 134th Street #300
        Vancouver, WA 98686

Bankruptcy Case No.: 10-35333

Chapter 11 Petition Date: June 7, 2010

Court: U.S. Bankruptcy Court
       District of Oregon

Judge: Trish M. Brown

Debtor's Counsel: Tara J. Schleicher, Esq.
                  121 SW Morrison Street #600
                  Portland, OR 97204
                  Tel: (503) 228-6044
                  E-mail: tschleicher@fwwlaw.com

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

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

The petition was signed by Michael J. DeFrees, president of
Columbia Rim Corp., manager of Salpare Bay, LLC.

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Stoel Rives                        Attorney Fees          $510,109
900 SW Fifth Avenue
Portland, OR 97204-1268

Campbell Crane                     Trade Debt              $85,000
8001 NE 14th Place
Portland, OR 97211

Team Builder JLS                   Trade Debt              $61,855
14205 SE 36th Street, Suite 200
Bellevue, WA 98006

Fusion Partners                    Trade Debt              $38,788

Professional Serv. Industries      Trade Debt              $34,074

Landerholm Memovich Lansverk       Trade Debt              $17,389

Intelligent Community Services     Trade Debt              $13,837

Paradigm Communications            Trade Debt              $12,619

Portland General Electric          Utility                 $12,252

URS Corporation                    Trade Debt              $11,018

Ford Graphics                      Trade Debt              $10,454

Jordan Schrader Attorneys          Attorney Fees           $10,193

W & H Pacific                      Trade Debt               $8,730

Portland Monthly                   Advertising              $8,688

KPFF Consulting                    Trade Debt               $8,500

Bee Consulting                     Trade Debt               $8,213

Fountain Technologies              Trade Debt               $7,550

City of Portland Water Bureau      Utility                  $6,487

Acme Construction Supply           Trade Debt               $6,464

Interspace Airport Advertising     Trade Debt               $5,970


SENCORP: Plan's Non-Consensual Third-Party Releases Rejected
------------------------------------------------------------
WestLaw reports that there were no unusual circumstances and thus
no basis to grant the dramatic measure of non-consensual third-
party releases provided for by a proposed Chapter 11 plan. The
case was a liquidating case, and debtors' officers and directors,
as the intended beneficiaries of the releases, were merely facing
three lawsuits by two plaintiffs.  In re SL Liquidating, Inc., ---
B.R. ----, 2010 WL 2194446 (Bankr.S.D.Ohio) (Aug, J.).

The Honorable J. Vincent Aug followed the seven-factor test
established in In re Dow Corning Corporation, 280 F.3d 648 (6th
Cir. 2002). The Sixth Circuit allows non-consensual third-party
releases, but characterizes that kind of broad injunction as a
"dramatic measure to be used cautiously" and as "only appropriate
in 'unusual circumstances.'"  Id. at 658 (citations omitted).

Headquartered in Cincinnati, Ohio, SENCORP nka SL Liquidating,
Inc., made and sold branded pneumatic and battery powered
staplers, nailers and screw systems and collated staples, nails
and screws.  SENCORP and its affiliates sought Chapter 11
protection (Bankr. S.D. Ohio Case No. 09-12869) on May 8, 2009, to
facilitate a sale of its assets under 11 U.S.C. Sec. 363 to an
investor group led by Wynnchurch Capital, Ltd., and including
Great Lakes Equity Partners.  Wynnchurch reportedly paid $41
million in cash and assumed certain of the Debtor's liabilities.
The Debtors hired The Garden City Group, Inc., as its notice,
claims and balloting agent; Mesirow Financial, Inc., as Investment
Banker; Morris-Anderson & Associates Ltd., for advice on
restructuring alternatives; Latham & Watkins LLP as bankruptcy
counsel; and Frost Brown Todd LLC as co-counsel.  The secured
lenders are represented by Katten Muchin Rosenman LLP.  The
Debtors estimated $100 million to $500 million in assets and debts
at the time of the filing.


SILICON GRAPHICS: Appeals Court Rejects AMD License Defense
-----------------------------------------------------------
Graphics Properties Holdings, Inc., f/k/a Silicon Graphics, Inc.,
disclosed significant favorable ruling in its litigation with ATI
Technologies and Advanced Micro Devices.  On Friday, June 4, 2010,
the Court of Appeals for the Federal Circuit rejected AMD's
license defense and reversed the previous claim construction
ruling regarding several key claim terms in GPHI's U.S. Patent No.
6,650,327 (the '327 patent).  As a result, GPHI said that its
patent infringement claims against AMD's Radeon(TM) product line
have been remanded back to the Western District of Wisconsin to
address the issue of infringement, and the amount of damages to
which GPHI may be entitled.

GPHI said that the Appeals Court decision was noteworthy for its
recognition of GPHI's technical contribution to computer graphics
processing. Specifically, the Federal Circuit upheld the jury
verdict on the validity of GPHI's '327 patent and furthermore
found that AMD had lost its right to challenge patent validity in
future proceedings.  Previously at trial, AMD lost on its claim
that the '327 patent was unenforceable.

"We are pleased with the Federal Circuit's ruling acknowledging
the validity of our patented graphics technology, and the reversal
of the district court's claim construction," said Bradley Scher,
President of GPHI.  "Our graphics technology is critically
important for a vast array of products including, among other
things, video game consoles, computers and cell phones."

                   About Silicon Graphics

Headquartered in Sunnyvale, California, Silicon Graphics Inc. --
http://www.sgi.com/-- delivers an array of server, visualization,
and storage software.

This is the second bankruptcy filing for Silicon Graphics.  The
Debtors first filed for Chapter 11 on May 8, 2006 (Bankr. S.D.N.Y.
Case Nos. 06-10977 through 06-10990).  The Court confirmed the
Debtors' Plan of Reorganization on September 19, 2006.

The Company and 14 of its affiliates filed for protection for the
second time on April 1, 2009 (Bankr. S.D.N.Y. Lead Case No.
09-11701).  Mark R. Somerstein, Esq., at Ropes & Gray LLP,
represents the Debtors in their restructuring efforts.  At
December 26, 2008, the Debtors had $390,462,000 in total assets
and $526,548,000 in total debts.


SINCLAIR BROADCAST: Shareholders Approve Term of Bonus Program
--------------------------------------------------------------
Sinclair Broadcast Group Inc.'s shareholders approved the material
terms of the Company's executive officer performance-based bonus
program, which enables the Company to have a shareholder-approved
arrangement under which it may receive tax deductions.

                     About Sinclair Broadcast

Based in Baltimore, Maryland, Sinclair Broadcast Group, Inc.
(Nasdaq: SBGI) -- http://www.sbgi.net/-- one of the largest and
most diversified television broadcasting companies, currently owns
and operates, programs or provides sales services to 58 television
stations in 35 markets.  The Company's television group reaches
roughly 22% of U.S. television households and includes FOX,
ABC, CBS, NBC, MNT, and CW affiliates.

As of December 31, 2009, Sinclair had total assets of
$1,597,721,000 against total liabilities of $1,799,943,000.  As
of December 31, 2009, Total Sinclair Broadcast Group shareholders'
deficit was $211,950,000, and Noncontrolling interest was
$9,728,000, resulting in Total deficit of $202,222,000.

                           *     *     *

According to the Troubled Company Reporter on May 28, 2010.
Standard & Poor's Ratings Services placed its 'B' corporate credit
rating for Hunt Valley, Md.-based TV broadcaster Sinclair
Broadcast Group Inc., as well as all related issue-level ratings
on the company's debt, on CreditWatch with positive implications.


SMURFIT-STONE: Enters Into Long-Term Packaging Deal with Calavo
---------------------------------------------------------------
Calavo Growers, Inc., the global leader in avocado marketing and
an expanding provider of other fresh perishable products,
announced it has entered into a long-term agreement with Smurfit-
Stone Container Corporation as Calavo's primary vendor for
corrugated materials in North America and Hawaii.

The most significant factors in the decision for transitioning to
Smurfit-Stone are having access to the elite design and strength
of the proprietary Meta Tray-8(R) for Calavo's avocado packaging
programs including ProRipeVIP, display boxes for bagged avocados;
a superior package for downstream ripening, less linerboard usage
creating efficiencies and a significant reduction in carbon
footprint.  Smurfit-Stone is the only North American packaging
company that produces the Meta Tray-8(R) cases.

Calavo's Chairman, President and Chief Executive Officer Lee E.
Cole, commented: "Ripening places inherent stress on corrugated
packaging.  The Meta Tray-8(R) design has proven to be stronger
than anything we've seen on the market, protecting the product
during ripening and downstream during transportation and handling.

"To have the strength, economic benefits and carbon footprint
reduction provides multiple benefits to Calavo customers,
producers and the environment, particularly with double-digit
growth in ProRipeVIP the last three years."

Dwight Morris, western region vice president for Smurfit-Stone's
Corrugated Container division, stated: "We are particularly proud
of our design of the Meta Tray-8(R) and saw a perfect fit for
avocados and other fresh products that are ripened after packing.
Calavo was an obvious first choice to pursue in the fresh avocado
business, and we are delighted at the opportunity to provide
equipment and packaging for avocados and several other product
lines."

Smurfit-Stone will provide turnkey installation of new case-
forming equipment manufactured at its Automated Packaging Systems
facility in Orlando, Fla., to all Calavo-operated locations in
North America beginning Spring 2010.

                          About Calavo

Calavo Growers, Inc., is a worldwide leader in the procurement and
marketing of fresh avocados and other perishable foods, as well as
the manufacturing and distribution of processed avocado products.
Founded in 1924, Calavo's expertise in marketing and distributing
avocados, processed avocados and other perishable foods allows the
company to deliver a wide array of fresh and processed food
products to food distributors, produce wholesalers, supermarkets
and restaurants on a global basis.

                      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: Termination Date of Calpine Cash Use Extended
------------------------------------------------------------
The Court previously extended Calpine Corrugated LLC's authority
to use the cash collateral from January 30, 2010, to and including
May 1, 2010, effective as of January 30, and in accordance with a
new 13-week budget.  The extension was the second extension
granted by the Court.

James F. Conlan, Esq., at Sidley Austin LLP, in Chicago,
Illinois, relates that since the entry of the Second Extension
Order, the Debtors, The CIT Group/Equipment Financing, Inc., and
Union Bank of California, N.A., have reached an agreement further
extending Calpine Corrugated's authority to use Cash Collateral
to July 3, 2010.

The Court subsequently approved the Stipulation.

Specifically, pursuant to the Stipulation, effective as of
April 30, 2010, the Parties have agreed to extend the Scheduled
Termination Date to permit Calpine Corrugated to continue using
Cash Collateral, in accordance with the terms and conditions of
the Final Order and an extended cash flow forecast.  During the
Extension Period, the Cash Flow Forecast will constitute the
Budget for purposes of the Final Order.

A copy of the Cash Flow Forecast is available for free at:

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


SOUTH BEACH SECURITIES: 7th Cir. Says Dismissal Was Appropriate
---------------------------------------------------------------
WestLaw reports that the United States Trustee, in his role as
guardian of the public interest in bankruptcy proceedings, is a
"party in interest" that may object to a plan of reorganization on
the ground that the plan's primary purpose is to avoid taxes, the
Seventh Circuit has ruled.  Section 1129(d) of the Bankruptcy Code
permits only a "party in interest that is a governmental unit" to
oppose a plan of reorganization on the ground that the plan's
primary purpose is to beat taxes.  The U.S. Trustee is considered
a "governmental unit" so long as he is not serving as the trustee
in bankruptcy.  The U.S. Trustee, moreover, as a congressionally
ordained watchdog, has a statutory interest in making sure that
bankruptcy law is not abused.  The public, too, has an interest in
limiting the use of bankruptcy to the purposes for which it is
intended rather than permitting it to be used as a vehicle by
which solvent firms can avoid taxes.  In re South Beach
Securities, Inc., --- F.3d ----, 2010 WL 1980169 (7th Cir.).

The Seventh Circuit says that the Debtor's plan of reorganization
was not proposed in good faith, and because the Debtor's sole
creditor was an insider, there were no eligible voters for the
plan tendered by the Debtor, and no confirmable alternative plan
was conceivable, and the proceeding was properly dismissed.

The Seventh Circuit's ruling affirms the In re South Beach
Securities, Inc., 421 B.R. 881, 2009 WL 2222778, 104 A.F.T.R.2d
2009-5663, Bankr. L. Rep. P 81,561 (N.D. Ill.) (affirming 376 B.R.
881 (Goldgar, J.)), which was covered in the Nov. 27, 2009,
edition of the Troubled Company Reporter.

South Beach Securities, Inc., is wholly owned by NOLA, LLC, and
was once registered as a securities broker dealer with the SEC,
but never had any employees or assets other than $3.2 million in
net operating losses.  On April 27, 2005, South Beach and NOLA
filed chapter 11 voluntary petitions (Bankr. N.D. Ill. Case Nos.
05-16679 and 05-16682).  South Beach's schedules reflected no
assets of any kind except the HRM stock with a value of $0.  The
Debtors disclosed Scattered as the only creditor, with an
unsecured claim of $3.2 million.  The Debtors are represented by
Louis D. Bernstein, Esq., at Gould & Ratner in Chicago.


SPANSION INC: Settles WARN Lawsuit for $8.57 Million
----------------------------------------------------
Bill Rochelle at Bloomberg News reports that Spansion Technology
Inc. received approval from the bankruptcy court for an
$8.57 million settlement of a class-action WARN lawsuit filed on
behalf of employees who were fired just before the Chapter 11
filing without the 60 days' notice required in labor law.  The
workers collectively will have $6.8 million in approved priority
claims that will be paid in full under Spansion's Chapter 11 plan,
which was confirmed and implemented on May 10.

According to the report, the priority portion of the settlement
works out to an average of $6,800 for each worker, before
deductions for attorneys' fees and other costs.  The workers will
also have $1.76 million in unsecured claims that will pay $2,000
in cash to each worker.  Lawyers for class-action plaintiffs
received approval for $1.7 million in fees.

                        About Spansion Inc.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc. and its affiliates filed voluntary petitions for
Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead Case No.
09-10690).  On February 9, 2009, Spansion's Japanese subsidiary,
Spansion Japan Ltd., voluntarily entered into a proceeding under
the Corporate Reorganization Law (Kaisha Kosei Ho) of Japan to
obtain protection from its creditors as part of the company's
restructuring efforts. None of Spansion's subsidiaries in
countries other than the United States and Japan are included in
the U.S. or Japan filings.  Michael S. Lurey, Esq., Gregory O.
Lunt, Esq., and Kimberly A. Posin, Esq., at Latham & Watkins LLP,
have been tapped as bankruptcy counsel.  Michael R. Lastowski,
Esq., at Duane Morris LLP, is the Delaware counsel.  Epiq
Bankruptcy Solutions LLC, is the claims agent.  As of Sept. 30,
2008, Spansion had total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.

Judge Kevin J. Carey confirmed Spansion's Plan of Reorganization
on April 16, 2010.  A group of holders of Convertible notes and
equity in Spansion presented an alternative plan, which would pay
senior noteholders in full and has funding commitment of in excess
of $425 million, but the plan was rejected.


SPECIALTY PRODUCTS: Organizational Meeting to be Held on June 10
----------------------------------------------------------------
Roberta A. DeAngelis, Acting United States Trustee for Region 3,
will hold an organizational meeting on June 10, 2010, at
10:00 a.m. in the bankruptcy case of Specialty Products Holding
Corp., et al.  The meeting will be held at The DoubleTree Hotel,
700 King Street, Wilmington, DE 19801.

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

Cleveland, Ohio-based Specialty Products Holdings Corp., aka RPM,
Inc., filed for Chapter 11 bankruptcy protection on May 31, 2010
(Bankr. D. Del. Case No. 10-11780).  Daniel J. DeFranceschi, Esq.,
and Zachary I. Shapiro, Esq., at Richards Layton & Finger, assist
the Company in its restructuring effort.

Gregory M. Gordon, Esq., Dan B. Prieto, Esq., and Robert J. Jud,
Esq., at Jones Day, is the Company's co-counsel.

Logan and Company is the Company's claims and notice agent.

The Company estimated its assets and debts at $100,000,001 to
$500,000,000.

The Company's affiliate, Bondex International, Inc., filed a
separate Chapter 11 petition on May 31, 2010 (Case No. 10-11779),
estimating its assets and debts at $100,000,001 to $500,000,000.


SPHERIS INC: Sells Notes for More Than Redemption Price
-------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Spheris Inc. was
authorized by the bankruptcy judge to sell a $17.5 million
subordinated note for $13.8 million to Black Horse Capital LP.
Originally, Spheris intended to sell the note to Riva Ridge Master
Fund Ltd. without holding an auction.  When other potential
purchasers surfaced, Spheris decided to hold an auction, even
though it wasn't sanctioned officially by the bankruptcy judge.

Bloomberg continues that at the auction on June 7, Black Horse had
the high bid.  Riva Ridge objected, saying Spheris was breaching
their contract. The bankruptcy judge at the June 8 hearing awarded
Riva Ridge $50,000 for termination of the contract.

According to Bloomberg, Spheris, now formally named SP Wind Down
Inc., received the note from purchasers who bought the business in
April for $98.8 million.  The five-year note starts off paying
interest at 8%, rising to 12.5%.  The buyers of the assets have
the right to prepay the note within six months for 77.5% of the
outstanding principal.  The price paid by Black Horse exceeds what
it would receive if the buyers redeem the note at the first
opportunity.

                        About Spheris Inc.

Headquartered in Franklin, Tennessee, Spheris Inc. --
http://www.spheris.com/-- is a global provider of clinical
documentation technology and services.

Spheris Inc., along with five affiliates, filed for Chapter 11 on
Feb. 3, 2010 (Bankr. D. Del. Case No. 10-10352).  Attorneys at
Young Conaway Stargatt & Taylor, LLP, and Willkie Farr & Gallagher
LLP represent the Debtors in their Chapter 11 effort.  Jefferies &
Company serve as financial advisors to the Debtors.  Attorneys at
Schulte Roth & Zabel LLP and Landis Rath & Cobb LLP serve as
counsel to the prepetition and DIP lenders.  Garden City Group
Inc. is claims and notice agent.  The petition says that assets
range from $50,000,001 to $100,000,000 while debts range from
$100,000,001 to $500,000,000.

The estate of Spheris Inc. is now formally named SP Wind Down Inc.
after it sold the business in April.  CBay Inc.'s MedQuist Inc.
purchased the domestic business of Spheris for $98.8 million.


STATION CASINOS: Disclosure Statement Hearing Moved to July 15
--------------------------------------------------------------
A hearing on the approval of the Disclosure Statement explaining
the Joint Plan of Reorganization filed by Station Casinos, Inc.,
and its debtor affiliates previously scheduled for June 10, 2010,
will now be held on July 15 and 16, commencing each day at
10:00 a.m., before Judge Greg Zive in the U.S. Bankruptcy Court,
in the Clifton Young Federal Building, 300 Booth Street,
Bankruptcy Courtroom, First Floor-Courtroom, Reno, Nevada.

The Debtors notify parties-in-interest that they will file with
the Court an amended Disclosure Statement on or before June 15,
2010.  Objections to the approval of the Disclosure Statement are
due July 1.

Law Debenture Trust Company of New York has already filed an
objection to the Disclosure Statement, complaining that that the
Document fails to contain sufficient information and has
inconsistencies with the Plan.

In Station Casinos' proposed reorganization plan, a group
including current owners Frank and Lorenzo Fertitta will make the
first bid of $772 million to keep control of substantially all of
the businesses.  Unless outbid at the auction, the Fertittas would
retain 46% ownership, in return for an injection of at least
$86 million.

                     About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

The Company owns and operates Red Rock Casino Resort Spa, Palace
Station Hotel & Casino, Boulder Station Hotel & Casino, Santa Fe
Station Hotel & Casino, Wildfire Rancho and Wild Wild West
Gambling Hall & Hotel in Las Vegas, Nevada, Texas Station Gambling
Hall & Hotel and Fiesta Rancho Casino Hotel in North Las Vegas,
Nevada, and Sunset Station Hotel & Casino, Fiesta Henderson Casino
Hotel, Wildfire Boulder, Gold Rush Casino and Lake Mead Casino in
Henderson, Nevada.  Station also owns a 50% interest in Green
Valley Ranch Station Casino, Aliante Station Casino and Hotel,
Barley's Casino & Brewing Company, The Greens and Wildfire Lanes
in Henderson, Nevada and a 6.7% interest in the joint venture that
owns the Palms Casino Resort in Las Vegas, Nevada.  In addition,
the Company manages Thunder Valley Casino near Sacramento,
California on behalf of the United Auburn Indian Community.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477).
Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as
legal counsel in the Chapter 11 case; Brownstein Hyatt Farber
Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP as
local counsel.  The Debtor is also hiring Lazard Freres & Co. LLC
as investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the claims and noticing agent.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

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


STATION CASINOS: Lazard Charges $1.2MM for Dec.-March Work
----------------------------------------------------------
Professionals retained in Station Casinos' bankruptcy cases filed
interim applications for the allowance of fees and expenses
incurred for the period from December 1, 2009 to March 31, 2010:

A. Debtors

Professional                  Period         Fees     Expenses
------------                  ------         ----     --------
Lazard Freres & Co. LLC    12/01/09-
                            03/31/10    $1,200,000      $41,212

FTI Consulting, Inc.       12/01/09-
                            03/31/10       130,124          218

Milbank, Tweed, Hadley     12/01/09-
& McCloy LLP               03/31/10     4,879,407      177,342

Gibson, Dunn & Crutcher    12/01/09-
LLP                        03/31/10       481,040       13,882

Lazard Freres and FTI Consulting serve as financial advisor to the
Debtors.  Gibson Dunn acts as special counsel to the Debtors.

FTI Consulting further seeks payment of unpaid balance of interim
fees for $43,239 and unpaid balance of interim expenses for $56.

The Court has approved the Interim Fee Applications of these
professionals:

Professional                  Period         Fees     Expenses
------------                  ------         ----     --------
Campbell & Williams        01/28/10-
                            03/31/10      $316,494       $3,496

Moelis & Company LLC       08/13/09-
                            11/30/09      $600,000      $22,472

                     About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

The Company owns and operates Red Rock Casino Resort Spa, Palace
Station Hotel & Casino, Boulder Station Hotel & Casino, Santa Fe
Station Hotel & Casino, Wildfire Rancho and Wild Wild West
Gambling Hall & Hotel in Las Vegas, Nevada, Texas Station Gambling
Hall & Hotel and Fiesta Rancho Casino Hotel in North Las Vegas,
Nevada, and Sunset Station Hotel & Casino, Fiesta Henderson Casino
Hotel, Wildfire Boulder, Gold Rush Casino and Lake Mead Casino in
Henderson, Nevada.  Station also owns a 50% interest in Green
Valley Ranch Station Casino, Aliante Station Casino and Hotel,
Barley's Casino & Brewing Company, The Greens and Wildfire Lanes
in Henderson, Nevada and a 6.7% interest in the joint venture that
owns the Palms Casino Resort in Las Vegas, Nevada.  In addition,
the Company manages Thunder Valley Casino near Sacramento,
California on behalf of the United Auburn Indian Community.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477).
Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as
legal counsel in the Chapter 11 case; Brownstein Hyatt Farber
Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP as
local counsel.  The Debtor is also hiring Lazard Freres & Co. LLC
as investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the claims and noticing agent.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

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


STATION CASINOS: Revises Rules for August 6 Auction for All Assets
------------------------------------------------------------------
Station Casinos Inc. and its units delivered to the Court further
revised proposed bidding procedures in connection with their
motion to sell of substantially all assets of Station Casinos,
Inc., and certain Opco subsidiaries.

The further Revised Proposed Bidding Procedures took out "assets
or collateral of Propco and Propco's lenders under various written
security agreements or the equity interests in Propco" in the list
of Excluded Assets.

The further Revised Proposed Bidding Procedures state that if the
Stalking Horse Bid is not the Successful Bid and Propco purchases
some, but not all, of the New Propco Purchased Assets, then the
Successful Bid will include the Unsold New Propco Purchased Assets
in addition to the Cash Proceeds received by the Opco Group from
Propco or its designee in consideration of the New Propco
Purchased Assets, which proceeds and Unsold New Propco Purchased
Assets will be subject to the liens of the Opco Agent until the
closing of the Successful Bid.

An auction will commence on August 6, at 10:00 a.m., if the Opco
Debtors receive one or more Qualified Bids in addition to the
Stalking Horse Bid.  The Auction will be conducted under the
supervision of Judge Zive.  If the Auction is not completed on
August 6, it will continue on August 9.

A full-text copy of the Revised Bidding Procedures is available
for free at http://bankrupt.com/misc/Station_RevBiddingProc.pdf

              Court Approves Bidding Procedures

Judge Zive approved the Bidding Procedures, a full-text copy of
which is available for free at:

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

Judge Zive authorized the Debtors to conduct an auction in
accordance with the provisions of the Bidding Procedures.  All
objections to the Motion that have not been withdrawn, waived, or
settled and all reservations of rights are overruled on the
merits.


                          *     *     *

The Official Committee of Unsecured Creditors notifies the Court
that it intend to take an appeal to the U.S. District Court for
the District of Nevada from the U.S. Bankruptcy Court for the
District of Nevada's June 4, 2010 order establishing bidding
procedures and deadlines relating to the sale process for
substantially all of the assets of Station Casinos Inc. and
certain "Opco" subsidiaries.

                     About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

The Company owns and operates Red Rock Casino Resort Spa, Palace
Station Hotel & Casino, Boulder Station Hotel & Casino, Santa Fe
Station Hotel & Casino, Wildfire Rancho and Wild Wild West
Gambling Hall & Hotel in Las Vegas, Nevada, Texas Station Gambling
Hall & Hotel and Fiesta Rancho Casino Hotel in North Las Vegas,
Nevada, and Sunset Station Hotel & Casino, Fiesta Henderson Casino
Hotel, Wildfire Boulder, Gold Rush Casino and Lake Mead Casino in
Henderson, Nevada.  Station also owns a 50% interest in Green
Valley Ranch Station Casino, Aliante Station Casino and Hotel,
Barley's Casino & Brewing Company, The Greens and Wildfire Lanes
in Henderson, Nevada and a 6.7% interest in the joint venture that
owns the Palms Casino Resort in Las Vegas, Nevada.  In addition,
the Company manages Thunder Valley Casino near Sacramento,
California on behalf of the United Auburn Indian Community.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477).
Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as
legal counsel in the Chapter 11 case; Brownstein Hyatt Farber
Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP as
local counsel.  The Debtor is also hiring Lazard Freres & Co. LLC
as investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the claims and noticing agent.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

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


STERLING FIN'L: Discloses Pending Appointment of Credit Officer
---------------------------------------------------------------
Sterling Financial Corporation disclosed the appointment of David
S. DePillo as chief credit officer of Sterling Savings Bank,
pending the successful completion of Sterling's previously
announced recapitalization effort and regulatory approvals.

"David DePillo's successful track record with real estate asset
resolution and portfolio restructuring will provide additional
expertise in moving Sterling forward," said Greg Seibly, president
and chief executive officer of Sterling.  "David is well-regarded
within the financial industry and has in-depth knowledge relating
to our loan portfolio, having served in an advisory capacity in
that regard. We look forward to working with him as we continue to
progress through our recapitalization and recovery efforts."

DePillo said, "I am pleased to join the Sterling management team
and to contribute to the recovery and momentum of its regional
franchise going forward."

DePillo has more than 25 years of financial management, banking
and investment experience. He most recently served as the vice
chairman of the board of Fremont General Corporation (FGC) of
Anaheim Hills, Calif., a financial services holding company, and
of Fremont Investment & Loan, its wholly owned bank subsidiary.
From November of 2007 to September 2009, he was the president of
both companies.

Prior to his affiliation with FGC, he was one of the founding
stockholders of Commercial Capital Bancorp Inc. (CCBI), and served
as its vice chairman, president and chief operating officer from
1999 through 2006, and as the vice chairman, president and chief
operating officer of CCBI's subsidiary companies. At CCBI, he led
an operations team that integrated several acquisitions and
developed one of the largest multi-family and commercial real
estate lending platforms in the western United States.

From 1991 to 1998, DePillo served as the first vice president and
director of multifamily banking for Home Savings of America, and
as the president and chief operating officer for its real estate
development subsidiaries and for H.F. Ahmanson & Co., its thrift
holding company. In that capacity, he restructured a multi-
billion-dollar nationwide real estate development portfolio. At
that time, the firm's multi-family lending operation was the
largest in the United States.

Previously, DePillo served as senior vice president and director
of asset management at Coast Federal Bank, a savings institution,
and as president of its mortgage banking subsidiary.  From 1985 to
1987, DePillo was a certified public accountant with KPMG LLP, an
accounting firm.

                      About Sterling Financial

Spokane, Wash.-based Sterling Financial Corporation (NASDAQ: STSA)
-- http://www.sterlingfinancialcorporation-spokane.com/-- is the
bank holding company for Sterling Savings Bank, a commercial bank,
and Golf Savings Bank, a savings bank focused on single-family
mortgage originations.  Both banks are state chartered and
federally insured.  Sterling offers banking products and services,
mortgage lending, construction financing and investment products
to individuals, small businesses, commercial organizations and
corporations.  As of March 31, 2010, Sterling Financial
Corporation operated 178 depository branches throughout
Washington, Oregon, Idaho, Montana and California.

The Company's balance sheet as of March 31, 2010, showed
$10.555 billion in assets, $10.309 billion in total liabilities,
and $245.5 million in stockholders' equity.

                          *     *     *

As reported in the Troubled Company Reporter on March 22, 2010,
BDO Seidman, LLP, in Spokane, Wash., expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has suffered
significant net losses during 2009 and 2008, a decline in
regulatory capital to support operations, and regulatory issues.


SUNRISE SENIOR: Registers 2.5MM Shares under 2008 Incentive Plan
----------------------------------------------------------------
Sunrise Senior Living, Inc., on May 21 filed a Registration
Statement on Form S-8 with the Securities and Exchange Commission
for the purpose of registering an additional 2,500,000 shares of
Common Stock of the Company that may be offered and sold under the
Company's 2008 Omnibus Incentive Plan.  The registration statement
also applies to rights to purchase Series D Junior Participating
Preferred Stock of Sunrise Senior Living, Inc., pursuant to the
Rights Agreement, dated as of April 24, 2006, as amended by the
First and Second Amendments thereto, dated as of November 19, 2008
and January 27, 2010, respectively, between the Company and
American Stock Transfer & Trust Company, as Rights Agent, which
rights are attached to, and, until the occurrence of a triggering
event under the Rights Agreement, tradable only with, the
registered Common Stock.

The increase in the number of shares of Common Stock that may be
offered and sold under the 2008 Plan was approved by the Company's
stockholders at the Company's annual meeting held on May 4, 2010.

The proposed maximum aggregate offering price is $10,900,000.

                         Going Concern Doubt

According to the Troubled Company Reporter on March 3, 2010, Ernst
& Young LLP of McLean, Virginia, expresses substantial doubt about
Sunrise Senior Living Inc.'s ability as a going concern after
auditing the company's financial statement for the year ended
December 31, 2009.  The auditor said the Company cannot borrow
under the bank credit facility and the Company has significant
debt maturing in 2010 which it does not have the ability to repay.

The Company's balance sheet as of March 31, 2010, showed
$891.5 million, $874.9 million of liabilities, and $16.6 million
of stockholders' equity.

                        About Sunrise Senior

McLean, Virginia-based Sunrise Senior Living --
http://www.sunriseseniorliving.com/-- employs 40,000 people.  As
of November 9, 2009, Sunrise operated 403 communities in the
United States, Canada, Germany and the United Kingdom, with a
combined unit capacity of approximately 41,500 units.  Sunrise
offers a full range of personalized senior living services,
including independent living, assisted living, care for
individuals with Alzheimer's and other forms of memory loss, as
well as nursing and rehabilitative services.  Sunrise's senior
living services are delivered by staff trained to encourage the
independence, preserve the dignity, enable freedom of choice and
protect the privacy of residents.


SPHERIS INC: Sells Notes for More Than Redemption Price
-------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Spheris Inc. was
authorized by the bankruptcy judge to sell a $17.5 million
subordinated note for $13.8 million to Black Horse Capital LP.
Originally, Spheris intended to sell the note to Riva Ridge Master
Fund Ltd. without holding an auction.  When other potential
purchasers surfaced, Spheris decided to hold an auction, even
though it wasn't sanctioned officially by the bankruptcy judge.

Bloomberg continues that at the auction on June 7, Black Horse had
the high bid.  Riva Ridge objected, saying Spheris was breaching
their contract. The bankruptcy judge at the June 8 hearing awarded
Riva Ridge $50,000 for termination of the contract.

According to Bloomberg, Spheris, now formally named SP Wind Down
Inc., received the note from purchasers who bought the business in
April for $98.8 million.  The five-year note starts off paying
interest at 8%, rising to 12.5%.  The buyers of the assets have
the right to prepay the note within six months for 77.5% of the
outstanding principal.  The price paid by Black Horse exceeds what
it would receive if the buyers redeem the note at the first
opportunity.

                        About Spheris Inc.

Headquartered in Franklin, Tennessee, Spheris Inc. --
http://www.spheris.com/-- is a global provider of clinical
documentation technology and services.

Spheris Inc., along with five affiliates, filed for Chapter 11 on
Feb. 3, 2010 (Bankr. D. Del. Case No. 10-10352).  Attorneys at
Young Conaway Stargatt & Taylor, LLP, and Willkie Farr & Gallagher
LLP represent the Debtors in their Chapter 11 effort.  Jefferies &
Company serve as financial advisors to the Debtors.  Attorneys at
Schulte Roth & Zabel LLP and Landis Rath & Cobb LLP serve as
counsel to the prepetition and DIP lenders.  Garden City Group
Inc. is claims and notice agent.  The petition says that assets
range from $50,000,001 to $100,000,000 while debts range from
$100,000,001 to $500,000,000.

The estate of Spheris Inc. is now formally named SP Wind Down Inc.
after it sold the business in April.  CBay Inc.'s MedQuist Inc.
purchased the domestic business of Spheris for $98.8 million.


STATION CASINOS: Disclosure Statement Hearing Moved to July 15
--------------------------------------------------------------
A hearing on the approval of the Disclosure Statement explaining
the Joint Plan of Reorganization filed by Station Casinos, Inc.,
and its debtor affiliates previously scheduled for June 10, 2010,
will now be held on July 15 and 16, commencing each day at
10:00 a.m., before Judge Greg Zive in the U.S. Bankruptcy Court,
in the Clifton Young Federal Building, 300 Booth Street,
Bankruptcy Courtroom, First Floor-Courtroom, Reno, Nevada.

The Debtors notify parties-in-interest that they will file with
the Court an amended Disclosure Statement on or before June 15,
2010.  Objections to the approval of the Disclosure Statement are
due July 1.

Law Debenture Trust Company of New York has already filed an
objection to the Disclosure Statement, complaining that that the
Document fails to contain sufficient information and has
inconsistencies with the Plan.

In Station Casinos' proposed reorganization plan, a group
including current owners Frank and Lorenzo Fertitta will make the
first bid of $772 million to keep control of substantially all of
the businesses.  Unless outbid at the auction, the Fertittas would
retain 46% ownership, in return for an injection of at least
$86 million.

                     About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

The Company owns and operates Red Rock Casino Resort Spa, Palace
Station Hotel & Casino, Boulder Station Hotel & Casino, Santa Fe
Station Hotel & Casino, Wildfire Rancho and Wild Wild West
Gambling Hall & Hotel in Las Vegas, Nevada, Texas Station Gambling
Hall & Hotel and Fiesta Rancho Casino Hotel in North Las Vegas,
Nevada, and Sunset Station Hotel & Casino, Fiesta Henderson Casino
Hotel, Wildfire Boulder, Gold Rush Casino and Lake Mead Casino in
Henderson, Nevada.  Station also owns a 50% interest in Green
Valley Ranch Station Casino, Aliante Station Casino and Hotel,
Barley's Casino & Brewing Company, The Greens and Wildfire Lanes
in Henderson, Nevada and a 6.7% interest in the joint venture that
owns the Palms Casino Resort in Las Vegas, Nevada.  In addition,
the Company manages Thunder Valley Casino near Sacramento,
California on behalf of the United Auburn Indian Community.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477).
Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as
legal counsel in the Chapter 11 case; Brownstein Hyatt Farber
Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP as
local counsel.  The Debtor is also hiring Lazard Freres & Co. LLC
as investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the claims and noticing agent.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

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


STATION CASINOS: Lazard Charges $1.2MM for Dec.-March Work
----------------------------------------------------------
Professionals retained in Station Casinos' bankruptcy cases filed
interim applications for the allowance of fees and expenses
incurred for the period from December 1, 2009 to March 31, 2010:

A. Debtors

Professional                  Period         Fees     Expenses
------------                  ------         ----     --------
Lazard Freres & Co. LLC    12/01/09-
                            03/31/10    $1,200,000      $41,212

FTI Consulting, Inc.       12/01/09-
                            03/31/10       130,124          218

Milbank, Tweed, Hadley     12/01/09-
& McCloy LLP               03/31/10     4,879,407      177,342

Gibson, Dunn & Crutcher    12/01/09-
LLP                        03/31/10       481,040       13,882

Lazard Freres and FTI Consulting serve as financial advisor to the
Debtors.  Gibson Dunn acts as special counsel to the Debtors.

FTI Consulting further seeks payment of unpaid balance of interim
fees for $43,239 and unpaid balance of interim expenses for $56.

The Court has approved the Interim Fee Applications of these
professionals:

Professional                  Period         Fees     Expenses
------------                  ------         ----     --------
Campbell & Williams        01/28/10-
                            03/31/10      $316,494       $3,496

Moelis & Company LLC       08/13/09-
                            11/30/09      $600,000      $22,472

                     About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

The Company owns and operates Red Rock Casino Resort Spa, Palace
Station Hotel & Casino, Boulder Station Hotel & Casino, Santa Fe
Station Hotel & Casino, Wildfire Rancho and Wild Wild West
Gambling Hall & Hotel in Las Vegas, Nevada, Texas Station Gambling
Hall & Hotel and Fiesta Rancho Casino Hotel in North Las Vegas,
Nevada, and Sunset Station Hotel & Casino, Fiesta Henderson Casino
Hotel, Wildfire Boulder, Gold Rush Casino and Lake Mead Casino in
Henderson, Nevada.  Station also owns a 50% interest in Green
Valley Ranch Station Casino, Aliante Station Casino and Hotel,
Barley's Casino & Brewing Company, The Greens and Wildfire Lanes
in Henderson, Nevada and a 6.7% interest in the joint venture that
owns the Palms Casino Resort in Las Vegas, Nevada.  In addition,
the Company manages Thunder Valley Casino near Sacramento,
California on behalf of the United Auburn Indian Community.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477).
Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as
legal counsel in the Chapter 11 case; Brownstein Hyatt Farber
Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP as
local counsel.  The Debtor is also hiring Lazard Freres & Co. LLC
as investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the claims and noticing agent.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

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


STATION CASINOS: Revises Rules for August 6 Auction for All Assets
------------------------------------------------------------------
Station Casinos Inc. and its units delivered to the Court further
revised proposed bidding procedures in connection with their
motion to sell of substantially all assets of Station Casinos,
Inc., and certain Opco subsidiaries.

The further Revised Proposed Bidding Procedures took out "assets
or collateral of Propco and Propco's lenders under various written
security agreements or the equity interests in Propco" in the list
of Excluded Assets.

The further Revised Proposed Bidding Procedures state that if the
Stalking Horse Bid is not the Successful Bid and Propco purchases
some, but not all, of the New Propco Purchased Assets, then the
Successful Bid will include the Unsold New Propco Purchased Assets
in addition to the Cash Proceeds received by the Opco Group from
Propco or its designee in consideration of the New Propco
Purchased Assets, which proceeds and Unsold New Propco Purchased
Assets will be subject to the liens of the Opco Agent until the
closing of the Successful Bid.

An auction will commence on August 6, at 10:00 a.m., if the Opco
Debtors receive one or more Qualified Bids in addition to the
Stalking Horse Bid.  The Auction will be conducted under the
supervision of Judge Zive.  If the Auction is not completed on
August 6, it will continue on August 9.

A full-text copy of the Revised Bidding Procedures is available
for free at http://bankrupt.com/misc/Station_RevBiddingProc.pdf

              Court Approves Bidding Procedures

Judge Zive approved the Bidding Procedures, a full-text copy of
which is available for free at:

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

Judge Zive authorized the Debtors to conduct an auction in
accordance with the provisions of the Bidding Procedures.  All
objections to the Motion that have not been withdrawn, waived, or
settled and all reservations of rights are overruled on the
merits.


                          *     *     *

The Official Committee of Unsecured Creditors notifies the Court
that it intend to take an appeal to the U.S. District Court for
the District of Nevada from the U.S. Bankruptcy Court for the
District of Nevada's June 4, 2010 order establishing bidding
procedures and deadlines relating to the sale process for
substantially all of the assets of Station Casinos Inc. and
certain "Opco" subsidiaries.

                     About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

The Company owns and operates Red Rock Casino Resort Spa, Palace
Station Hotel & Casino, Boulder Station Hotel & Casino, Santa Fe
Station Hotel & Casino, Wildfire Rancho and Wild Wild West
Gambling Hall & Hotel in Las Vegas, Nevada, Texas Station Gambling
Hall & Hotel and Fiesta Rancho Casino Hotel in North Las Vegas,
Nevada, and Sunset Station Hotel & Casino, Fiesta Henderson Casino
Hotel, Wildfire Boulder, Gold Rush Casino and Lake Mead Casino in
Henderson, Nevada.  Station also owns a 50% interest in Green
Valley Ranch Station Casino, Aliante Station Casino and Hotel,
Barley's Casino & Brewing Company, The Greens and Wildfire Lanes
in Henderson, Nevada and a 6.7% interest in the joint venture that
owns the Palms Casino Resort in Las Vegas, Nevada.  In addition,
the Company manages Thunder Valley Casino near Sacramento,
California on behalf of the United Auburn Indian Community.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477).
Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as
legal counsel in the Chapter 11 case; Brownstein Hyatt Farber
Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP as
local counsel.  The Debtor is also hiring Lazard Freres & Co. LLC
as investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the claims and noticing agent.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

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


TEXAS RANGERS: Hires AlixPartners LLP as Claims and Notice Agent
----------------------------------------------------------------
Texas Rangers Baseball Partners seeks permission from the U.S.
Bankruptcy Court for the Northern District of Texas to retain
AlixPartners LLP as claims, noticing, and balloting agent.

The Debtors note that the creditor matrix in their case includes
in excess of 3,800 creditors to whom notices must be sent.  The
Debtor said it will need assistance in managing and addressing the
myriad of administrative issues among the Debtor and the parties-
in-interest that will likely arise in the case.

AlixPartners' duties include preparing and filing bankruptcy
schedules and statements of financial affairs, assisting with the
preparation of monthly operating reports, processing and mailing
all notices, receiving and processing all proofs of claim and
maintaining the claims register, and developing and hosting a case
management and communications Web site.

AlixPartners' hourly based services for its work will be charged
at discounted rates:

          Clerical                      $40 -  $60 per hour
          Project specialist            $90 - $150 per hour
          Technology/Programming
             Consultant                $140 - $190 per hour
          Consultant                   $165 - $220 per hour
          Senior Consultant            $225 - $275 per hour
          Senior Managing Consultant          $295 per hour

The Debtor will pay AlixPartners for all reasonable out-of-pocket
expenses.

AlixPartners received an initial advance retainer of $25,000 on
May 17, 2010, from the Debtor.  During the 90 days before the
Petition Date, the Debtor paid AlixPartners $24,947 in connection
with prepetition restructuring activities.

AlixPartners' Michelle C. Campbell attests that the firm is a
"disinterested person" under Sections 101(14) and 1107(b) of the
Bankruptcy Code, and does not hold or represent any interest
adverse to the Debtor or the estates.

                     Sale & Restructuring Plan

The Debtors filed for Chapter 11 to implement a planned sale of
substantially all of its assets to Rangers Baseball Express LLC,
whose principals include the current President of the Texas
Rangers, Nolan Ryan, and Chuck Greenberg, a sports lawyer and
minor league club owner.  The sale will include the Texas Rangers
franchise and substantially all contractual rights related the
operation of the Texas Rangers.  The aggregate consideration paid
and obligations assumed by the Purchaser at the Closing will equal
more than $500 million.

The sale is expected to close mid-summer.  The deal is subject to
approval of the Office of the Commissioner of Baseball and 75% of
the Major League Baseball clubs.

The Debtor also has filed a prepackaged plan, which sets forth the
distribution that each class of the Debtor's creditors and equity
holders is to receive on the Effective Date under the Prepackaged
Plan.  All TRBP's creditors will be paid in full under the
Prepackaged Plan or have their claims assumed by the Purchaser
under the Asset Purchase Agreement.  Specifically, each holder of
an (i) Allowed Priority Non-Tax Claim, (ii) Allowed First Lien
Holder Claim, (iii) Allowed Second Lien Holder Claim, (iv) Allowed
MLB Prepetition Claim, (v) Allowed Secured Tax Claim, (vi) Allowed
Other Secured Claim, (vii) Allowed Assumed General Unsecured
Claim, (viii) Allowed Non-Assumed General Unsecured Claim, (ix)
Allowed Emerald Diamond Claim, (x) Allowed Overdraft Protection
Agreement Claim, (xi) Allowed Intercompany Claim, and (xii)
Allowed TRBP Equity Interest is unimpaired and will be paid in
full.

TRBP believes that because the Prepackaged Plan satisfies in full
all claims against TRBP, is supported by TRBP's equity holders,
and will lead to the least disruption to the Texas Rangers'
business of playing baseball, the Prepackaged Plan is in the best
interests of the Texas Rangers franchise and all parties in
interest.

A full-text copy of the Texas Ranger's Plan is available at no
charge at http://bankrupt.com/misc/TEXASRANGERS_ds.pdf

A full-text copy of the disclosure statement is available at no
charge at http://bankrupt.com/misc/TEXASRANGERS_plan.pdf

                       About Texas Rangers

Texas Rangers Baseball Partners owns and operates the Texas
Rangers Major League Baseball Club, a professional baseball club
in the Dallas/Fort Worth Metroplex.  TRBP is a Texas general
partnership, in which subsidiaries of HSG Sports Group LLC own a
100% stake.  Controlled by Thomas O. Hicks, HSG also indirectly
wholly-owns Dallas Stars, L.P., which owns and operates the Dallas
Stars National Hockey League franchise.  The Texas Rangers have
had five owners since the club moved to Arlington in 1972.  Mr.
Hicks became the fifth owner in the history of the Texas Rangers
on June 16, 1998.

In its petition, Texas Rangers Baseball Partners said it had both
assets and debt of less than $500 million.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtor.  Forshey & Prostok LLP serves as conflicts counsel.
Parella Weinberg Partners LP serves as financial advisor.

Lenders to the Texas Rangers sought to force the baseball team's
equity owners -- Rangers Equity Holdings, L.P. and Rangers Equity
Holdings GP, LLC -- into bankruptcy court protection (Bankr. N.D.
Tex. Case No. 10-43624 and 10-43625).   The lenders, a group that
includes investment funds Monarch Alternative Capital and
Kingsland Capital Management, filed an involuntary bankruptcy
petition on May 28 against the two companies.  The two companies
were not included in the May 24 Chapter 11 filing of TRBP.


TEXAS RANGERS: Seeks Court Okay to Hire Weil Gotshal as Counsel
---------------------------------------------------------------
Texas Rangers Baseball Partners seeks permission from the U.S.
Bankruptcy Court for the Northern District of Texas to retain
Weil, Gotshal & Manges LLP as bankruptcy counsel.

Texas Rangers said WG&M has become familiar with the Debtor's
business, affairs, and capital structure in connection with its
prepetition representation of the Debtor in respect of the
potential restructuring of its financial obligations, its efforts
to conduct a sale of its assets, and the preparation for the
commencement of the Chapter 11 Case.

During the 12 month period prior to the Petition Date, WG&M
received an aggregate of $7,746,665 for professional services
performed and for expenses incurred in connection with the WG&M's
representation of Hick Sports Group and the Debtor.  Approximately
$5.7 million of this amount relates to the professional services
performed and expenses incurred in connection with the Texas
Rangers sale and restructuring efforts.  As of the Petition Date,
WG&M holds $48,826 of advance retainer to be applied against
professional fees and expenses incurred by WG&M in connection with
the Chapter 11 Case.  On July 10, 2009, HSG paid WG&M a $250,000
fee advance that is currently held in a trust account and has
earned $628.52 in interest, bringing the current balance to
$250,628.52.

WG&M intends to charge the Debtor for services rendered in this
Chapter 11 Case at WG&M's normal hourly rates in effect at the
time the services are rendered.  WG&M's current customary hourly
rates, subject to change from time to time, are $725 to $990 for
members and counsel, $395 to $685 for associates, and $160 to $290
for paraprofessionals.  WG&M also intends to seek reimbursement
for necessary expenses.

Martin A. Sosland, a member of WG&M, attests that his firm is a
"disinterested person," as that term is defined in section 101(14)
of the Bankruptcy Code, as modified by section 1107(b) of the
Bankruptcy Code.

Mr. Sosland said WG&M has rendered legal services to entities
controlled by owner Thomas O. Hicks since 1989.  To the extent
that WG&M's prior and current representation of Mr. Hicks and
related entities should conflict with WG&M's representation of the
Debtor in the Chapter 11 Case, such that it would not be
appropriate for WG&M to represent the Debtor with respect to those
matters, the Debtor has retained Forshey & Prostok LLP as special
conflicts counsel to represent the Debtor in such matters,
according to Mr. Sosland.

The Weil team may be reached at:

     Martin A. Sosland, Esq.
     WEIL, GOTSHAL & MANGES LLP
     200 Crescent Court, Suite 300
     Dallas, Texas 75201
     Tel: (214) 746-7700
     Fax: (214) 746-7777

          -- and --

     Ronit J. Berkovich, Esq.
     WEIL, GOTSHAL & MANGES LLP
     767 Fifth Avenue
     New York, New York 10153
     Tel: (212) 310-8000
     Fax: (212) 310-8007

                     Sale & Restructuring Plan

The Debtors filed for Chapter 11 to implement a planned sale of
substantially all of its assets to Rangers Baseball Express LLC,
whose principals include the current President of the Texas
Rangers, Nolan Ryan, and Chuck Greenberg, a sports lawyer and
minor league club owner.  The sale will include the Texas Rangers
franchise and substantially all contractual rights related the
operation of the Texas Rangers.  The aggregate consideration paid
and obligations assumed by the Purchaser at the Closing will equal
more than $500 million.

The sale is expected to close mid-summer.  The deal is subject to
approval of the Office of the Commissioner of Baseball and 75% of
the Major League Baseball clubs.

The Debtor also has filed a prepackaged plan, which sets forth the
distribution that each class of the Debtor's creditors and equity
holders is to receive on the Effective Date under the Prepackaged
Plan.  All TRBP's creditors will be paid in full under the
Prepackaged Plan or have their claims assumed by the Purchaser
under the Asset Purchase Agreement.  Specifically, each holder of
an (i) Allowed Priority Non-Tax Claim, (ii) Allowed First Lien
Holder Claim, (iii) Allowed Second Lien Holder Claim, (iv) Allowed
MLB Prepetition Claim, (v) Allowed Secured Tax Claim, (vi) Allowed
Other Secured Claim, (vii) Allowed Assumed General Unsecured
Claim, (viii) Allowed Non-Assumed General Unsecured Claim, (ix)
Allowed Emerald Diamond Claim, (x) Allowed Overdraft Protection
Agreement Claim, (xi) Allowed Intercompany Claim, and (xii)
Allowed TRBP Equity Interest is unimpaired and will be paid in
full.

TRBP believes that because the Prepackaged Plan satisfies in full
all claims against TRBP, is supported by TRBP's equity holders,
and will lead to the least disruption to the Texas Rangers'
business of playing baseball, the Prepackaged Plan is in the best
interests of the Texas Rangers franchise and all parties in
interest.

A full-text copy of the Texas Ranger's Plan is available at no
charge at http://bankrupt.com/misc/TEXASRANGERS_ds.pdf

A full-text copy of the disclosure statement is available at no
charge at http://bankrupt.com/misc/TEXASRANGERS_plan.pdf

                       About Texas Rangers

Texas Rangers Baseball Partners owns and operates the Texas
Rangers Major League Baseball Club, a professional baseball club
in the Dallas/Fort Worth Metroplex.  TRBP is a Texas general
partnership, in which subsidiaries of HSG Sports Group LLC own a
100% stake.  Controlled by Thomas O. Hicks, HSG also indirectly
wholly-owns Dallas Stars, L.P., which owns and operates the Dallas
Stars National Hockey League franchise.  The Texas Rangers have
had five owners since the club moved to Arlington in 1972.  Mr.
Hicks became the fifth owner in the history of the Texas Rangers
on June 16, 1998.

In its petition, Texas Rangers Baseball Partners said it had both
assets and debt of less than $500 million.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtor.  Forshey & Prostok LLP serves as conflicts counsel.
Parella Weinberg Partners LP serves as financial advisor.

Lenders to the Texas Rangers sought to force the baseball team's
equity owners -- Rangers Equity Holdings, L.P. and Rangers Equity
Holdings GP, LLC -- into bankruptcy court protection (Bankr. N.D.
Tex. Case No. 10-43624 and 10-43625).   The lenders, a group that
includes investment funds Monarch Alternative Capital and
Kingsland Capital Management, filed an involuntary bankruptcy
petition on May 28 against the two companies.  The two companies
were not included in the May 24 Chapter 11 filing of TRBP.


TEXAS RANGERS: Taps Perella Weinberg as Financial Advisor
---------------------------------------------------------
Texas Rangers Baseball Partners seeks permission from the U.S.
Bankruptcy Court for the Northern District of Texas to employ
Perella Weinberg Partners LP as its financial advisor and
investment banker.

Prior to the Petition Date, the Debtor's bankruptcy counsel, Weil,
Gotshal & Manges LLP, retained PWP on behalf of HSG Sports Group
Holdings LLC, the indirect parent of the Debtor, in connection
with WGM's representation of HSG.  PWP assisted HSG in various
matters, including restructuring and sale efforts involving the
Debtor.

On May 23, 2010, WGM engaged PWP, on behalf of the Debtor, to
provide general financial and investment banking advice in
connection with WGM's representation of the Debtor.

Perella's duties include:

     -- assisting in the arranging of a Financing, including
        identifying potential sources of capital, assisting in the
        due diligence process, and negotiating the terms of any
        proposed Financing, as requested;

     -- providing financial advice to the Debtor in structuring,
        evaluating and effecting a Sale, identify potential
        acquirers and, at the Debtor's request, contact and
        solicit potential acquirers; and

     -- assisting in the arranging and executing a Sale, including
        identifying potential buyers or parties in interest,
        assisting in the due diligence process, and negotiating
        the terms of any proposed Sale, as requested.

Perella's compensation structure:

     -- a monthly financial advisory fee of $87,500, payable in
        advance; plus

     -- a one-time Transaction Fee in the amount of $1,500,000,
        payable promptly upon consummation of a Transaction
        (which, for the avoidance of doubt, will only be payable
        upon the consummation of one Sales Transaction or one
        Restructuring Transaction).

The Debtor has also agreed to reimburse PWP for certain reasonable
expenses.  The Debtor will indemnify also PWP.

The Debtor has paid PWP a total of $1,787,731.85 in fees and
expenses prior to the Petition Date.

PWP's Michael A. Kramer attests that (a) PWP is a "disinterested
person" within the meaning of section 101(14) of the Bankruptcy
Code, as required by Section 327(a) of the Bankruptcy Code, and
holds no interest adverse to the Debtor or its estate in
connection with the matters for which PWP is to be retained by the
Debtor, and (b) PWP has no connection with the Debtor, its
creditors, the U.S. Trustee, or other parties-in-interest in the
Chapter 11 case.

                     Sale & Restructuring Plan

The Debtors filed for Chapter 11 to implement a planned sale of
substantially all of its assets to Rangers Baseball Express LLC,
whose principals include the current President of the Texas
Rangers, Nolan Ryan, and Chuck Greenberg, a sports lawyer and
minor league club owner.  The sale will include the Texas Rangers
franchise and substantially all contractual rights related the
operation of the Texas Rangers.  The aggregate consideration paid
and obligations assumed by the Purchaser at the Closing will equal
more than $500 million.

The sale is expected to close mid-summer.  The deal is subject to
approval of the Office of the Commissioner of Baseball and 75% of
the Major League Baseball clubs.

The Debtor also has filed a prepackaged plan, which sets forth the
distribution that each class of the Debtor's creditors and equity
holders is to receive on the Effective Date under the Prepackaged
Plan.  All TRBP's creditors will be paid in full under the
Prepackaged Plan or have their claims assumed by the Purchaser
under the Asset Purchase Agreement.  Specifically, each holder of
an (i) Allowed Priority Non-Tax Claim, (ii) Allowed First Lien
Holder Claim, (iii) Allowed Second Lien Holder Claim, (iv) Allowed
MLB Prepetition Claim, (v) Allowed Secured Tax Claim, (vi) Allowed
Other Secured Claim, (vii) Allowed Assumed General Unsecured
Claim, (viii) Allowed Non-Assumed General Unsecured Claim, (ix)
Allowed Emerald Diamond Claim, (x) Allowed Overdraft Protection
Agreement Claim, (xi) Allowed Intercompany Claim, and (xii)
Allowed TRBP Equity Interest is unimpaired and will be paid in
full.

TRBP believes that because the Prepackaged Plan satisfies in full
all claims against TRBP, is supported by TRBP's equity holders,
and will lead to the least disruption to the Texas Rangers'
business of playing baseball, the Prepackaged Plan is in the best
interests of the Texas Rangers franchise and all parties in
interest.

A full-text copy of the Texas Ranger's Plan is available at no
charge at http://bankrupt.com/misc/TEXASRANGERS_ds.pdf

A full-text copy of the disclosure statement is available at no
charge at http://bankrupt.com/misc/TEXASRANGERS_plan.pdf

                       About Texas Rangers

Texas Rangers Baseball Partners owns and operates the Texas
Rangers Major League Baseball Club, a professional baseball club
in the Dallas/Fort Worth Metroplex.  TRBP is a Texas general
partnership, in which subsidiaries of HSG Sports Group LLC own a
100% stake.  Controlled by Thomas O. Hicks, HSG also indirectly
wholly-owns Dallas Stars, L.P., which owns and operates the Dallas
Stars National Hockey League franchise.  The Texas Rangers have
had five owners since the club moved to Arlington in 1972.  Mr.
Hicks became the fifth owner in the history of the Texas Rangers
on June 16, 1998.

In its petition, Texas Rangers Baseball Partners said it had both
assets and debt of less than $500 million.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtor.  Forshey & Prostok LLP serves as conflicts counsel.
Parella Weinberg Partners LP serves as financial advisor.

Lenders to the Texas Rangers sought to force the baseball team's
equity owners -- Rangers Equity Holdings, L.P. and Rangers Equity
Holdings GP, LLC -- into bankruptcy court protection (Bankr. N.D.
Tex. Case No. 10-43624 and 10-43625).   The lenders, a group that
includes investment funds Monarch Alternative Capital and
Kingsland Capital Management, filed an involuntary bankruptcy
petition on May 28 against the two companies.  The two companies
were not included in the May 24 Chapter 11 filing of TRBP.


TEXAS RANGERS: U.S. Trustee Forms 3-Member Creditors Committee
--------------------------------------------------------------
William T. Neary, the U.S. Trustee for Region 6, appointed three
members to the official committee of unsecured creditors in
the Chapter 11 cases of Texas Rangers Baseball Partners.

The Creditors Committee members are:

1. Essey Alley, president
   Vratsinas Construction Co.
   216 Louisiana
   Little Rock, AR 72203
   Tel: (501) 376-0017
   E-mail: ealley@vccusa.com

2. Harold G. Thompson, vice president
   RTKL
   1717 Pacific Ave.
   Dallas, TX 75201
   Tel: (214) 468-7614
   E-mail: bthompson@rtkl.com

3. Alexander Rodriguez
   Attn: Joseph J. Wielebinski, Esq.
   3800 Lincoln Plaza
   500 N. Akard St.
   Dallas, TX 75201
   Tel: (214) 855-7561
   E-mail: jwielebinski@munsch.com

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

               About Texas Rangers Baseball Partners

Arlington, Texas-based Texas Rangers Baseball Partners owns and
operates the Texas Rangers Major League Baseball Club, a
professional baseball club in the Dallas/Fort Worth Metroplex.

TRBP is a Texas general partnership, in which subsidiaries of HSG
Sports Group LLC own a 100% stake.  Controlled by Thomas O. Hicks,
HSG also indirectly wholly-owns Dallas Stars, L.P., which owns and
operates the Dallas Stars National Hockey League franchise.  The
Texas Rangers have had five owners since the club moved to
Arlington in 1972.  Mr. Hicks became the fifth owner in the
history of the Texas Rangers on June 16, 1998.

Texas Rangers filed for Chapter 11 bankruptcy protection on
May 24, 2010 (Bankr. N.D. Tex. Case No. 10-43400).  Martin A.
Sosland, Esq., at Weil, Gotshal & Manges LLP, assists the Company
in its restructuring effort.  The Company estimated its assets and
debts at $100,000,001 to $500,000,000.


TIMOTHY JOHN: Files Schedules of Assets & Liabilities
-----------------------------------------------------
Timothy John Heilman and Darlys Lynn Heilman have filed with the
U.S. Bankruptcy Court for the District of South Dakota their
schedules of assets and liabilities, disclosing:

  Name of Schedule                      Assets         Liabilities
  ----------------                      ------         -----------
A. Real Property                     $8,655,000
B. Personal Property                 $3,672,413
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                      $10,158,520
E. Creditors Holding
   Unsecured Priority
   Claims                                                       $0
F. Creditors Holding
   Unsecured Non-priority
   Claims                                                 $205,046
                                    -----------        -----------
      TOTAL                         $12,327,413        $10,363,565

Warner, South Dakota-based Timothy John Heilman, aka Tim Heilman
and Darlys Lynn Heilman, filed for Chapter 11 bankruptcy
protection on May 14, 2010 (Bankr. D. S.D. Case No. 10-10107).
Laura L. Kulm Ask, Esq., at Gerry & Kulm Ask, Prof LLC, assists
the Company in its restructuring effort.  The Company estimated
its assets and debts at $10,000,001 to $50,000,000.


TIMOTHY HEILMAN: Gets Court's Final Nod to Use Cash Collateral
--------------------------------------------------------------
Timothy John Heilman and Darlys Lynn Heilman sought and obtained
final authorization from the Hon. Charles L. Nail, Jr., of the
U.S. Bankruptcy Court for the District of South Dakota to use the
cash collateral of Plains Commerce Bank and Metropolitan Life
Insurance Company.

The Debtors can use $369,900 of Metropolitan Life's cash
collateral from and $369,900 of Plains Commerce Bank's cash
collateral.

Plains Commerce allegedly holds a pre-petition security interest
in the proceeds Debtors earn from the operation of their dairy
business and grain farming business.  The Debtors will continue to
run and operate in the ordinary course of business.

Metropolitan Life allegedly holds a pre-petition security interest
in the proceeds Debtors earn from the operation of their dairy
business and grain farming business.  The Debtors will continue to
run and operate in the ordinary course of business.

Laura L. Kulm Ask, Esq., at Gerry & Kulm Ask, Prof. LLC, the
attorney for the Debtors, explained that the Debtors need the
money to fund their Chapter 11 case, pay suppliers and other
parties.  The Debtors will use the collateral pursuant to a
budget, a copy of which is available for free at:

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

As adequate protection, the Debtors propose to grant Plains
Commercial and Met Life a replacement lien for the time period
requested herein for the use of cash collateral on all post-
petition receivables to the extent such collateral is used.  The
Debtors grant Plains Commercial Bank and Met Life the right to
inspect the collateral, upon reasonable notice, and Debtors agree
to keep the collateral insured and to maintain the collateral in
its present condition, ordinary wear and tear accepted.  The
secured creditors are also adequately protected based upon an
equity cushion in all assets that they are secured by.

Plains Commerce had objected to the Debtors' request to use cash
collateral, specifically denying that the Debtors contacted Plains
Commerce through their counsel regarding the use of cash
collateral and Plains Commerce hereby didn't agree to the use of
cash collateral as proposed in Debtors' request.  "The projections
are compounded and confusing. It is difficult to tell the timing,
source of income and categories of expenses with any clarity.
Debtors should be required to provide submissions that are clearer
and more discernable," Plains Commerce stated.  Plains Commerce
also said that the Debtors' offer of adequate protection is
inadequate.

Metropolitan Life had also objected to the Debtors' request to use
cash collateral, saying that it didn't consent to the Debtors' use
of cash collateral.  Metropolitan Life denied that the proposal
made by the Debtors constitutes adequate protection.

Plain Commerce was represented by William K. Sauck, Jr., Esq. --
bsauck@rwwsh.com -- at Richardson, Wyly, Wise, Sauck & Hieb, LLP.

Metropolitan Life was represented by Roger W. Damgaard, Esq. --
Roger.Damgaard@woodsfuller.com -- at Woods, Fuller, Shultz & Smith
P.C.

                       About Timothy John

Warner, South Dakota-based Timothy John Heilman, aka Tim Heilman
and Darlys Lynn Heilman, filed for Chapter 11 bankruptcy
protection on May 14, 2010 (Bankr. D. S.D. Case No. 10-10107).
Laura L. Kulm Ask, Esq., at Gerry & Kulm Ask, Prof LLC, assists
the Company in its restructuring effort.  The Company estimated
its assets and debts at $10,000,001 to $50,000,000.


TIMOTHY HEILMAN: Gets Final Okay to Obtain DIP Financing
--------------------------------------------------------
Timothy John Heilman and Darlys Lynn Heilman sought and obtained
final authorization from the Hon. Charles L. Nail, Jr., of the
U.S. Bankruptcy Court for the District of South Dakota to obtain
$194,000 in postpetition secured financing from First State Bank
of Warner.

The Debtors had proposed to obtain credit of approximately
$825,000 as an operating line for their 2010 crop year, and to
provide security for this debt.  The Debtors requested preliminary
authority to obtain secured credit of $631,000 on or before
May 20, 2010, and final authorization to obtain secured credit of
$193,000 on or before July 1, 2010, for the operation of their
business.  On May 19, 2010, the Debtors obtained interim
authorization from Judge Nail to obtain $631,000 from the Bank.

Laura L. Kulm Ask, Esq., at Gerry & Kulm Ask, Prof. LLC, the
attorney for the Debtors, explained that the Debtors need the
money to put in their 2010 crop thereby maintaining the operation
of their business.

The Debtors proposed to borrow approximately $825,000, at 6.25%
interest per annum with the funds to be repaid at the end of the
crop year 2010.  Security for the note will be a first lien on all
crops grown, growing, or to be grown on all lands owned, operated,
or rented in Edmunds County and Brown County, South Dakota, in the
2010 crop year, including proceeds covered, products covered, and
including but not limited to any and all crop insurance proceeds
for the 2010 year, and any and all government program proceeds or
payments from the 2010 crop year.  The first lien will include all
products, including, but not limited to spring wheat, field corn,
soybeans, sunflower seeds, winter wheat, millet, oats, alfalfa,
hay, and ensilage located on any land in Edmunds County and Brown
County that the Debtors are farming for the 2010 crop year.

Warner, South Dakota-based Timothy John Heilman, aka Tim Heilman
and Darlys Lynn Heilman, filed for Chapter 11 bankruptcy
protection on May 14, 2010 (Bankr. D. S.D. Case No. 10-10107).
Laura L. Kulm Ask, Esq., at Gerry & Kulm Ask, Prof LLC, assists
the Company in its restructuring effort.  The Company estimated
its assets and debts at $10,000,001 to $50,000,000.


TOUSA INC: Proposes Reflection Lakes Settlement
-----------------------------------------------
TOUSA Homes, Inc., seeks the Court's permission to enter into a
settlement agreement with ACF 10-A Simonton L.L.C.; ACF 10-A
Reflection Lakes III L.L.C.; Reflection Lakes at Naples Master
Association, Inc., and Reflection Lakes Homeowners Association,
Inc., to resolve certain disputes among them.

Reflection Lakes is a residential community consisting of certain
lots located in Naples, Florida.  The Reflection Lakes Community
was partially developed by TOUSA Homes under a common scheme of a
Declaration of Master Association Covenants and Restrictions for
Reflection Lakes at Naples.  In connection with the development,
TOUSA Homes entered into (i) a construction agreement with Acacia
Credit Fund 10-A L.L.C. to develop the Reflection Lakes Community
by making certain infrastructure improvements; and (ii) an option
agreement to obtain an option to purchase the Reflection Lakes
Lots.  Moreover, the Debtors were required, as a condition of
development of the Reflection Lakes Community, to convey a
property located in Hendry County, Florida, to the Reflection
Lakes HOA upon completion of certain environmental remediation
and conservation measures.  As of June 1, 2010, the Debtors have
not conveyed the Hendry County Property to the Reflection Lakes
HOA.  Similarly, as of June 1, 2010, ACF Reflection Lakes has not
conveyed to the Debtors deeds relating to the Reflection Lakes
Community.

Reflection Isles is a residential community consisting of certain
lots in Fort Myers, Florida.  The Reflection Isles Community was
partially developed by TOUSA Homes in accordance with a
common scheme of a Master Declaration of Covenants and
Restrictions for Reflection Isles.  In relation to the
development, TOUSA Homes also entered into (i) a construction
agreement with Acacia Credit Fund 9-A, L.L.C., to develop the
Reflection Isles Community by making certain infrastructure
improvements; and (ii) an option agreement to obtain an option to
purchase the Reflection Isles Lots.

The Debtors exercised their options to acquire some of the
Reflection Lakes Lots and Reflection Isles Lots and terminated
the Option Agreements.  Upon termination of the Option
Agreements, Acacia 10 and Acacia 9 replaced TOUSA Homes as the
developer of the Reflection Lakes Community and Reflection Isles
Community.  TOUSA Homes also became obligated to pay certain
assessments to the Reflection Lakes HOA and the Reflections Isles
HOA.  The Debtors, however, failed to pay certain of the
Assessments.  Thus, the Homeowners Associations filed liens
against certain of the lots that the Debtors purchased in the
Reflection Lakes and Reflection Isles Communities.

Simonton is another residential community consisting of lots
located in Coconut Creek, Florida.  The Simonton Community was
partially developed by TOUSA Homes in accordance with that
certain Declaration of Restrictive Covenants.  In conjunction
with the development, TOUSA Homes entered into (i) a construction
agreement with Acacia 10 to develop the Simonton Community by
making certain infrastructure improvements; and (ii) an option
agreement to obtain an option to purchase the Simonton Lots
according to a set acquisition schedule.  Since TOUSA Homes did
not purchase all of the Simonton Lots, the Purchased Simonton
Lots are inaccessible absent an easement granting access to
certain roadways owned by ACF-Simonton.  As of June 1, 2010, ACF-
Simonton has not granted TOUSA Homes such an easement.

In January 2010, TOUSA Homes commenced an adversary proceeding
against the Reflection Lakes HOA, seeking to avoid as
preferential transfers for $53,289 in prepetition payments made
on account of the Reflection Lakes Assessments.  TOUSA Homes also
made a demand on the Reflection Isles HOA, seeking the return of
$74,647 in payments made in light of the Reflection Isles
Assessments.

Starwood Land Ventures, L.L.C., previously acquired TOUSA Homes
Florida L.P., which assets include Reflection Lakes Lots 55 and
57, the Reflection Isles Lots, the Simonton Lots, and lots on
which the Homeowner Associations had levied the Liens.  At the
hearing on the Starwood Sale, the Debtors agreed that the Liens
would attach to the proceeds of the Starwood Sale pending further
order or agreement among the parties.  In addition, the closing
of the Starwood sale as to Reflection Lakes Lots 55 and 57 is
contingent on ACF Reflection Lakes' conveyance of the Reflection
Lakes Deeds to the Debtors.  With respect to the Reflection Lakes
Deeds, TOUSA deposited $62,817 -- representing the allocated
purchase price for Reflection Lakes Lots 55 and 57 -- into an
escrow account on February 17, 2010.  As of June 1, 2010, the
Debtors have been unable to convey Reflection Lakes Lots 55 and
57 to Starwood.

To resolve the disputes arising under the Declarations, the
Option Agreements and Construction Agreements, the Parties
entered into a settlement agreement.

The salient terms of the Settlement Agreement are:

  (A) Reflection Lakes Community.  Pursuant to the Option
      Agreements, TOUSA Homes has paid Acacia 10 the required
      purchase price for Reflection Lakes Lots 55 and 57;
      however, Reflection Lakes Lots 55 and 57 have not been
      deeded to TOUSA Homes.

      (1) ACF-Reflection Lakes will deliver to a Closing Agent a
          special warranty deed conveying to Starwood Reflection
          Lakes Lots 55 and 57 subject to reservations for a
          10-foot public utility easement and a 15-foot drainage
          easement in the locations contemplated as reflected on
          the "ALTA" surveys for Reflection Lakes Lots 55 and
          57.

      (2) TOUSA Homes or Starwood will be responsible for all
          transfer taxes payable and any recording or other
          costs incurred to complete the conveyance of the
          Reflection Lakes Lots 55 and 57.  ACF Reflection Lakes
          will have no obligation to provide any title insurance
          in connection with that conveyance.  For purposes of
          determining the amount of documentary stamp tax to be
          paid on the Reflection Lakes Deeds, the parties agree
          that the collective value of Reflection Lakes Lots 55
          and 57 is $62,817.  TOUSA Homes will pay the recording
          costs for the Reflection Lakes Deeds.

      (3) TOUSA Homes will pay $1,042,287 to the Reflection
          Lakes HOA on account of past due assessments and other
          owed charges, and will pay $17,500 to the Reflection
          Lakes HOA on account of TOUSA Homes' share mitigation
          and other costs and expenses expended or to be
          expended by the Reflection Lakes HOA to satisfy all
          governmental permitting requirements pertaining to the
          on-site and off-site conservation areas for the
          Reflection Lakes Community.

  (B) Hendry County Property.  TOUSA Homes will convey the
      Hendry County Property to the Reflection Lakes HOA via
      special warranty deed.

      (1) For purposes of determining the documentary stamp tax
          to be paid on the Hendry County Deed and the amount
          of the title insurance policy to be issued with
          respect to the Hendry County Property, the parties
          agree that the value of the Hendry County Property is
          $50,000.

      (2) TOUSA Homes will deliver to the Reflection Lakes HOA
          an owner's title insurance policy with respect to the
          Hendry County Property, issued by Universal Land
          Title, LLC, as agent for Fidelity National Title
          Insurance Company.

      (3) The Reflection Lakes HOA will pay for the recording
          of the Hendry County Deed.  TOUSA Homes will pay for
          any transfer taxes in connection with the Hendry
          County Deed.

      (4) TOUSA Homes will deliver to Reflection Lakes HOA the
          Hendry County Property, free and clear of liens and
           encumbrance.

  (C) Reflection Isles Community.  TOUSA, Inc. will pay $597,184
      to the Reflection Isles HOA on account of past due
      assessments and other owed charges, and will pay $23,000
      to Reflection Isles HOA on account of TOUSA Homes' share
      mitigation and other costs and expenses expended or
      anticipated to be expended by Reflection Isles HOA to
      satisfy all governmental permitting requirements
      pertaining to the on-site and offsite conservation areas
      for the Reflection Lakes Community.

  (D) The Simonton Community.  ACF-Simonton will deliver to
      Starwood an easement over the roadways within the balance
      of the Simonton Community for the benefit of the Purchased
      Simonton Lots.  TOUSA Homes will pay the recording costs
      related to the Simonton Access Easement.

  (E) The Association's Releases.  At Closing, the Associations
      will deliver to TOUSA Homes releases of the Liens and will
      release TOUSA Homes from any obligations pertaining to the
      Assessments through February 17, 2010.

  (F) TOUSA Homes' Release.  At Closing, TOUSA Homes will
      deliver a release to the Homeowner Associations of the
      Preference Claims and the Reflection Isles Preference
      Demand.

  (G) Withdrawal of Administrative Claims.  The Homeowners
      Associations will withdraw with prejudice their prior
      applications for allowance of the Administrative Claims.

  (H) Dismissal of Adversary Proceeding.  TOUSA Homes will
      file with the Court a notice of voluntary dismissal of the
      Reflection Lakes Adversary Proceeding with prejudice.

Representing the Debtors, Paul Steven Singerman, Esq., at Berger
Singerman, P.A., in Miami, Florida, notes that the Settlement
Agreement provides for the much needed finality with respect to
the sale of TOUSA's Florida Assets to Starwood.

                          About Tousa Inc.

Headquartered in Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on January 29, 2008 (Bankr. S.D. Fla. Case No. 08-
10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta,
Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at
Berger Singerman, to represent them in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It listed assets between
$1 million and $10 million, and debts between $1 million and
$10 million.


TOUSA INC: Proposes to Terminate 401(k) Pension Plan
----------------------------------------------------
TOUSA, Inc., and its debtor affiliates maintain a retirement
savings plan under Section 401(k) of the Internal Revenue Code
for the benefit of eligible associates.

The Debtors' 401(k) Plan is administered through Fidelity
Management Trust Company.

Subject to certain exclusions for temporary workers and highly
compensated executives, associates who have completed 90 days of
employment were eligible to participate in the TOUSA 401(k) Plan.
The 401(k) Plan allows for automatic pre-tax salary deductions of
eligible compensation up to the limits set by the Internal
Revenue Code.

The Debtors note that consistent with their wind-down business
plan and shift in focus away from build-to-order sales and
construction costs, they have made significant reductions in
their workforce in the last two years.  The Debtors currently
employ 29 employees, down by more than 1,000 associates at the
time of their bankruptcy filing.

Against this backdrop, the Debtors believe it is appropriate to
terminate their 401(k) Plan without delay and distribute the
vested account balances to the Plan Participants.

By this motion, the Debtors seek the U.S. Bankruptcy Court for
the Southern District of Florida's permission to:

  (i) terminate their 401(k) Plan as of June 30, 2010; and

(ii) enter into a related services agreement with Millennium
      Trust Company.

Article 16 of the 401(k) Plan provides that the Debtors may
terminate the 401(k) Plan upon written notice delivered to a plan
trustee.  "Because the Debtors continue to incur significant
costs related to maintenance of the 401(k) Plan notwithstanding
the significant reduction in the Debtors' workforce, the Debtors
seek to eliminate any further burden and continuing cost," Paul
Steven Singerman, Esq., at Berger Singerman, P.A., in Miami,
Florida, points out.

The Debtors' prompt termination of the 401(k) Plan, Mr. Singerman
avers, will benefit both current and former employees by helping
to ensure a smooth transition of employee funds as the Debtors'
management will serve as a liaison between current and former
employees and Fidelity Management before completion of the
Debtors' wind-down.

Mr. Singerman also discloses that the Debtors have sought advice
concerning labor and employment regulations from Greenberg
Traurig, P.A. and the firm will continue to provide labor and
employment advice to assist the Debtors in the matter.  In
addition, the Debtors, with the Court's approval, enlarged the
scope of Ernst & Young LLP's retention for the purpose of
performing audit services with terminating the 401(k) Plan, he
says.

As an additional step in the termination process, the Debtors
assure the Court that they will use their best efforts to contact
all former and current employees with an interest in the 401(k)
Plan in an effort to inform the Plan Participants of the need to
transfer their funds.  Consistent with applicable regulations,
the Debtors also intend to provide all Plan Participants with a
notice of termination.

Mr. Singerman admits that the strict regulations associated with
terminating the 401(k) Plan and the need to roll over funds for
Missing Participants have presented challenges for the Debtors in
executing their termination plans.  To that end, the Debtors
reviewed various possibilities and potential service providers
and ultimately entered into a Services Agreement with Millennium
Trust.

Under the Services Agreement, Millennium Trust will roll over
401(k) funds of certain employees with unknown whereabouts and
convert those funds into individual retirement arrangements for
the Missing Participants.

The Services Agreement will ensure the proper distribution of
funds of the Missing Participants at a prudent level cost,
according to Mr. Singerman.

Moreover, under the Services Agreement, the fees for Millennium's
services are a $25 account initiation fee to open each of the IRA
Accounts and a $35 annual maintenance fee for each IRA Account.
In general, the fees will be charged against the applicable IRA
Accounts.  The Debtors thus seek Court authority to determine in
their sole discretion to pay a portion of those fees.

The number of IRA Accounts cannot be determined until the Debtors
send notices of termination and discover the number of the
Missing Participants, according to Mr. Singerman.

A full-text copy of the TOUSA-Millennium Services Agreement is
available for free at:

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

Judge John K. Olson will convene a hearing to consider the
Pension Plan Termination Motion on June 16, 2010.

                          About Tousa Inc.

Headquartered in Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on January 29, 2008 (Bankr. S.D. Fla. Case No. 08-
10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta,
Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at
Berger Singerman, to represent them in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It listed assets between
$1 million and $10 million, and debts between $1 million and
$10 million.


TOUSA INC: Wants to Extend Incentive Plan for Remaining Staff
-------------------------------------------------------------
The Bankruptcy Court previously authorized Tousa Inc. to implement
an Associate Incentive Plan and a Senior Management Incentive Plan
for the period from April 1, 2009, through March 31, 2010.  The
Associate Incentive Plan contemplates payments to employees,
aggregating $1.7 million.  The Senior Management Incentive Plan
aims to incentivize the members of the Debtors' senior management
that is critical to the Debtors' businesses.

In light of their revised business plan, the Debtors terminated
537 employees in 2009.  They expect to reduce their workforce
systematically in the coming months as certain monetization
activities are completed.

In light of the workforce reduction and consolidation of
operations, the Debtors currently hire 29 employees and Tommy
McAden, the Debtors' executive vice president and chief financial
officer, as the lone remaining member of the Debtors' senior
management team.

Paul Steven Singerman, Esq., at Berger Singerman, P.A., in Miami,
Florida, notes that the remaining employees and Mr. McAden will
be critical to the ongoing functionality of the Debtors' business
and the consummation of the Debtors' revised business plan.  He
emphasizes that the Debtors' ability to exit the markets in which
they operate in a value-enhanced manner is dependent on the
continued dedication of the Employees.  The Employees, he says,
possess the knowledge, experience and skill necessary to support
the Debtors' remaining projects and operations through the
remaining phases of the asset monetization process.

Recognizing the need to retain the Employees and to motivate them
to conduct the asset monetization process in a manner that will
maximize value for the stakeholders, the Debtors developed an
Extended Incentive Plan.

By this motion, the Debtors ask Judge Olson to approve the
Extended Incentive Plan, which is proposed to be effective nunc
pro tunc to April 1, 2010 to March 31, 2011.

                    Extended Incentive Plan

Under the Extended Incentive Plan, the Debtors expect to make
payments totaling $1.7 million to the Employees.

The key terms of the Extended Incentive Plan are:

  (1) Payments are based on the Employees' level within the
      organization and length of service.  Target incentive
      payments generally range from 10% to 50% of base pay.
      Payments will be made if the Employees meet designated
      targets established during two six-month review periods
      from April 1, 2010 through September 30, 2010, and from
      October 1, 2010 through March 31, 2011.

  (2) The Extended Incentive Plan is comprised of two
      components:

      (a) The first component compares actual operating cash
          flows with projected net operating cash flows in the
          Debtors' revised business plan; and

      (b) The second component consists of the evaluation of an
          Employee's individual performance in completing a
          variety of administrative tasks critical to the
          winding-down of the Debtors' operations and ultimate
          liquidation of the Debtors' various assets and
          holdings.

  (3) Under the First Plan Component, if the Employees achieve
      115% or more of the Cash Flow Target, they will receive
      their full targeted incentive payment.  If the Employees
      do not fully achieve 115% or more of the Cash Flow Target,
      the First Plan Component Incentive Payment will be
      calculated based on these performance measures:

      -- If the Employees achieve between 100% to 114% of the
         Cash Flow Target during a six-month review period, the
         Employees will receive 90% of the First Plan Component
         Incentive Payment;

      -- If the Employees achieve between 90% to 99% of the Cash
         Flow Target during a six-month review period, the
         Employees will receive 75% of the First Plan Component
         Incentive Payment;

      -- If the Employees achieve between 75% to 89% of the Cash
         Flow Target during a six-month review period, the
         Employees will be receive 50% of the First Plan
         Component Incentive Payment; and

      -- If the Employees achieve less than 75% of the Cash Flow
         Target during a six-month review period, the Employees
         will not be eligible to receive the First Plan
         Component Incentive Payment.

  (4) Upon completion of both six-month review periods, the
      Employees may aggregate actual results to determine
      whether they are eligible to receive a supplemental First
      Plan Component Incentive Payment.

  (5) The Second Plan Component refers to the winding-down
      operations and liquidating the Debtors' remaining assets,
      including:

      * Sale of the Debtors' land and real property holdings in
        Arizona, Nevada and California;

      * Managing and resolving ongoing litigation;

      * Office closures and the return of any equipment
        remaining;

      * Managing IT services agreements, systems maintenance and
        data storage;

      * Chapter 11 reporting;

      * Claims reconciliation;

      * Accounts payable processing and treasury functions to
        manage cash on hand; and

      * Collection of Metropolitan Utility District or "MUD"
        receivables.

  (6) John R. Boken, the Debtors' chief executive officer, will
      evaluate the Employees' performance with respect to those
      tasks and processes related to the winding-down and
      liquidation workstreams, and will award any compensation
      under the Second Plan Component at his discretion.

  (7) Employees terminated involuntarily without cause part-way
      through a six-month period will receive an Incentive
      Payment calculated on a prorata basis up to the day of
      termination and paid within 30 days after the end of the
      six-month period.

  (8) The Extended Incentive Plan provides for the creation
      of a $150,000 discretionary award pool to be paid to
      certain Employees in this manner:

         Individual Base Salary                  Award Cap
         ----------------------                  ---------
         Equal to or greater than $190,000         $25,000
         Between $100,000 and $189,000             $10,000
         Less than $100,000                         $5,000

      Allocation of the Discretionary Award Pool will be
      distributed at the discretion of Mr. Boken and the
      Official Committee of Unsecured Creditors.  The Debtors'
      First and Second lien Lenders will have 10 days to review
      and approve any distributions from the Discretionary Award
      Pool made to individuals earning more than $190,000 in
      base salary.

  (9) Mr. McAden will be eligible to receive all benefits under
      the Extended Incentive Plan except that with respect to
      calculating total compensation under the Extended
      Incentive Plan, the First Plan Component will be weighted
      90% and the Second Plan Component will be weighted 10%.

(10) Under the Original Associate Incentive Plan, the Debtors
      have held back 50% of eligible employees' incentive
      payments.  The Debtors estimate that about $875,000
      remains outstanding on account of the Hold-Back.  The
      Extended Incentive Plan contemplates that 50% of the Hold-
      Back will be paid to Employees upon approval of the
      Extended Incentive Plan, with the remaining 50% of the
      Hold-Back paid upon termination of employment or
      completion of the Debtors' wind-down.

The Extended Incentive Plan also contemplates that certain
severance benefits will remain in place under the Debtors'
existing policy.  The Debtors estimate that severance payments
will total about $500,000 during the Incentive Plan Period.  In
addition, the Debtors will reimburse the Employees for health
insurance premiums for an additional two months beyond an
Employee's termination date, up to a maximum of $800 per month
for individuals, $1,400 for individuals and children or a spouse
and $2,000 for family coverage.  The Debtors estimate that those
premium payments will total about $400,000.  All Employees will
receive accrued vacation pay, as required by state law, which the
Debtors estimate at $300,000.

Mr. Singerman assures the Court that the costs associated with
the Extended Incentive Plan are more than justified by the
benefits expected to be realized.

Absent the Employees' accomplishment of the principal goals of
the asset monetization process, the Debtors would likely face a
disorderly liquidation or "fire scale" of their remaining assets,
resulting in a loss of return to creditors much greater than the
amount allocated as incentive payments to the Employees, he
emphasizes.

Mr. Singerman also clarifies that the Extended Incentive Plan
does not provide any payments prohibited by Section 503(c) of the
Bankruptcy Code.  Section 503(c)(1) restricts retention payments
to insiders and Section 503(c)(2) restricts severance payments to
insiders.  Instead, the Extended Incentive Plan rewards the
Employees for performance tied directly to critical goals for the
purpose of creating value for the creditors and do not involve
the hallmark of a "retention" program, which is compensation for
mere continued employment, he stresses.

In a related request, the Debtors ask Judge Olson to (i) shorten
the notice required with respect to the Incentive Plan Motion
from 15 days to 12 days; and (ii) set the Incentive Plan Motion
for hearing on June 16, 2010.

                          About Tousa Inc.

Headquartered in Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on January 29, 2008 (Bankr. S.D. Fla. Case No. 08-
10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta,
Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at
Berger Singerman, to represent them in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It listed assets between
$1 million and $10 million, and debts between $1 million and
$10 million.


TP INC: Has Until June 29 to Propose Chapter 11 Plan
----------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of North
Carolina extended until June 29, 2010, TP, Inc.'s exclusive period
to file its Chapter 11 Plan and Disclosure Statement.

Boone, North Carolina-based TP, Inc., filed for Chapter 11
bankruptcy protection on March 1, 2010 (Bankr. E.D. N.C. Case No.
10-01594).  David J. Haidt, Esq., at Ayers, Haidt & Trabucco,
P.A., assists the Company in its restructuring effort.  The
Company estimated its assets and liabilities at $10,000,001 to
$50,000,000.


TRIBUNE CO: CNLBC Claims Bar Date Set for July 26
-------------------------------------------------
The U.S. Bankruptcy Court established July 26, 2010, at 4:00 p.m.
as the deadline in filing proofs of claim against Debtor Tribune
CNLBC, LLC.  Prior to the entry of the Court's order, the Debtors
certified to the Court that no objection was filed as to the
request.

                       About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on Dec. 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.

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


TRIBUNE CO: To Present Plan for Confirmation on August 16
---------------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware signed an order approving the Disclosure Statement
explaining the Joint Plan of Reorganization filed by Tribune
Company and its debtor affiliates after finding that the document
has "adequate information" within the meaning of Section 1125 of
the Bankruptcy Code.

The Plan is centered on a settlement agreement supported by major
creditors led by JPMorgan Chase Bank, N.A., and Angelo Gordon & Co
LP, lenders under the company's prepetition senior credit
facility; Centerbridge Partners, holder of approximately 37% of
the company's outstanding prepetition senior notes; and the
Official Committee of Unsecured Creditors.  The settlement
proposes to resolve all potential claims arising from the
company's going-private transactions in 2007 in exchange for the
lenders forgiving part of the $8.7 billion debt Samuel Zell used
in the publishing company's leveraged buy-out.

At a hearing held June 4, Judge Carey directed the Debtors to
submit a revised proposed order to reflect requested changes in
the Disclosure Statement and Plan resolving objections raised
during the course of the Plan confirmation period.  The Debtors,
heeding the Court's directive, filed the revised proposed order
and a further revised Disclosure Statement and Plan.

The revised Plan documents include these provisions, among others:

  -- A mention of the annual management incentive plan in 2010.
     The Debtors have kept secret the names and amounts top
     executives will be paid, assuming they exit Chapter 11 on
     schedule and hit their targets, Dow Jones reported.
     However, some of the company's top lenders said certain
     Tribune executives will be paid up to $111.8 million in
     2010 if certain benchmarks are reached, the report added.

  -- Actions for avoidance, setoff, or subordination and
     assertion of other defenses will be brought by adversary
     proceeding or claim objection as appropriate under the
     Bankruptcy Rules.  The Bridge Loan Claims will not be
     treated as Allowed Claims until actions for avoidance,
     setoff or subordination, and other defenses to those Claims
     are resolved by final order, which is likely to be
     substantially after the Effective Date of the Plan.

  -- The Plan provides that it will become effective, without
     re-solicitation, in the event that the Bankruptcy Court
     determines that an alternative treatment of the Bridge Loan
     Claims is appropriate provided the conditions to the
     Effective Date of the Plan are met or waived.  The Debtors
     maintain that they cannot predict what other cram down
     treatment the Bankruptcy Court may find is appropriate, and
     Bridge Loan Holders should take into account of this risk
     in determining how to vote and what Plan treatment to
     elect.

  -- The Debtors will take into account the claims of the Senior
     Lenders in the full amount allowed pursuant to the Plan in
     calculating the Bridge Lenders' pro rata share of Tribune's
     distributable value.

  -- The Bridge Loan Agent agreed to prepare and provide to
     counsel to the Debtors an electronic file containing the
     names, addresses, and principal amounts of the advances
     owing to each holder of a Bridge Loan Claim as of May 17,
     2010.  Information provided by the Bridge Loan Agent will
     be maintained as confidential by the Debtors; provided,
     however, that nothing will be deemed to restrict the
     Debtors from using that information for the purpose of
     soliciting votes in connection with the Plan or filing an
     affidavit of service respecting the solicitation of votes
     to accept or reject the Plan.

  -- The Debtors also propose to take into account the Allowed
     Claims of the Holders of PHONES Notes in calculating the
     allocation of Tribune's distributable value to the extent
     the Bridge Loan Claims, if Allowed, and the other senior
     debt Allowed Claims would receive a benefit on account of
     any PHONES subordination.

  -- The Debtors propose to take into account Intercompany
     Claims against Tribune in determining Tribune's
     distributable value.  The manner in which Intercompany
     Claims are to be taken into account, including what amounts
     to attribute to settlement and resolution and any
     discounting of those Intercompany Claims against Tribune in
     determining Tribune's distributable value, is subject to
     Bankruptcy Court approval in connection with Plan
     confirmation.

  -- The estimated Distributable Value attributable to Tribune
     of $537 million is net of approximately $333 million to be
     allocated to Tribune's direct and indirect subsidiaries,
     based upon an estimated resolution of Intercompany Claims.

A blacklined copy of the June 4 Disclosure Statement is available
for free at http://bankrupt.com/misc/Tribune_DSblackJune4.pdf

Accompanying the Revised Disclosure Statement are these exhibits:

(a) Amended Plan of Reorganization
      http://bankrupt.com/misc/Tribune_June4AmendedPlan.pdf

(b) Settlement Term Sheet
      http://bankrupt.com/misc/Tribune_SettlementTerm.pdf

(c) Corporate Organizational Chart
      http://bankrupt.com/misc/Tribune_OrgChart.pdf

(d) Tender Offer
      http://bankrupt.com/misc/Tribune_TenderOffer.pdf

(e) Collective Bargaining Agreements
      http://bankrupt.com/misc/Tribune_CBA.pdf

(f) Financial Projections
      http://bankrupt.com/misc/Tribune_FinProjections.pdf

(g) Liquidation Analysis
      http://bankrupt.com/misc/Tribune_LiquidAnalysis.pdf

(h) Selected Historical Financial Information
      http://bankrupt.com/misc/Tribune_FinInformation.pdf

             Retiree Claimant Settlement Agreement

The Debtors delivered to the Court a Retiree Claimant Settlement
Agreement, a full-text copy of which is available for free
at http://bankrupt.com/misc/Tribune_RetireeSettlement.pdf

            LBO-Related Claims & Global Settlement

The Debtors also delivered to the Court a revised compendium of
submissions by certain creditors or creditor representatives
respecting the LBO-Related Causes of Action and the Global
Settlement, which contains the submissions of:

  (i) the "Settlement Supporters," which includes certain Senior
      Lenders, Senior Notes holder Centerbridge Partners, L.P.
      and Successor Senior Notes Indenture Trustee Law Debenture
      Trust Company of New York;

(ii) Wilmington Trust Company, as Successor Indenture Trustee
      for the PHONES;

(iii) the "Credit Agreement Lenders" who are certain holders of
      Credit Agreement Claims; and

(iv) Wells Fargo Bank, N.A., as Successor Administrative Agent
      under the Bridge Loan Agreement.

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

A further revised compendium of Submissions by certain creditors
was delivered to the Court on June 6, 2010, a full-text copy of
which is available for free at:

     http://bankrupt.com/misc/Tribune_June6Submission.pdf

A full-text copy of the Revised Plan Support Letter of the
Committee is available for free at:

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

                     Wells Fargo's Response

Wells Fargo Bank, N.A., as successor administrative agent and not
in its individual capacity under a $1.6 billion Senior Unsecured
Interim Loan Agreement, dated as of December 20, 2007, contended
that the additional amendments to the Current Plan and Disclosure
Statement do little to address its pending objections.

"What should be simple remains complicated, what should be made
clear remains enshrouded in excess verbiage or is missing
altogether; and, most importantly, bare essentials continue to be
missing," complained Eric M. Sutty, Esq., at Fox Rothschild LLP,
in Wilmington, Delaware.

Mr. Sutty asserted that the Debtors' proposed modifications to the
Disclosure Statement regarding the Cram Down Treatment completely
ignores Wells Fargo's principal objection -- the mere recitation
in the Current Plan that the treatment of the Bridge Lenders'
Claims may be whatever satisfies Section 1129(b) of the Bankruptcy
Code is not a sufficiently specific treatment to permit the Bridge
Lenders to properly exercise their voting rights.  According to
Mr. Sutty, the Bridge Lenders still have no idea what they will
receive if they vote against the Current Plan.

Wells Fargo averred that the Debtors continue to ignore its
argument that additional clarification and disclosure is required
regarding the impact of the Current Plan on the Bridge Lenders'
rights and remedies against various non-Debtor third parties.

         Debtors Can Now Proceed to Solicitation

The Disclosure Statement Order, signed June 7, 2010, gives the
Debtors authority to send out solicitation packages to holders of
claims in these voting classes:

   -- 1C Senior Loan Claims

   -- 1D Bridge Loan Claims

   -- 1E Senior Noteholder Claims

   -- 1F Other Parent Claims

   -- 50C to 111C Senior Loan Guaranty Claims against Filed
      Subsidiary Debtors

   -- 2E to 111E General Unsecured Claims against Filed
      Subsidiary Debtors

Holders of impaired classes of claims have until July 30 to submit
their ballots.  May 17 was the record date for the purposes of
determining (i) the holders of claims that are entitled to vote on
the Plan, and (ii) the holders of Claims and Interests that are
entitled to receive Solicitation Packages or Non-Voting Packages.

The Court will convene a hearing on July 14 to consider any and
all motions under Rule 3018 of the Federal Rules of Bankruptcy
Procedure.  Epiq Bankruptcy Solutions, LLC, is required to file
the results of its tabulation of votes in the solicitation of the
Plan no later than August 6.

                 August 16 Confirmation Hearing

Confirmation hearing will be held on August 16.  Objections to
confirmation of the Plan must be received on or before July 30.

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

                       About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on Dec. 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.

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


UAL CORP: United Reports May 2010 Operational Performance
---------------------------------------------------------
UAL Corp.'s United Airlines on Monday reported its preliminary
consolidated traffic results for May 2010.  Total consolidated
revenue passenger miles (RPMs) increased in May by 7.5% on an
increase of 3.3% in available seat miles (ASMs) compared with the
same period in 2009. This resulted in a reported May consolidated
passenger load factor of 83.3%, an increase of 3.3 points compared
to 2009.

For May 2010, consolidated passenger revenue per available seat
mile (PRASM) is estimated to have increased 25.5% to 26.5% year
over year. Consolidated PRASM is estimated to have increased 3.2%
to 4.2% for May 2010 compared to May 2008, 2.2 percentage points
of which were due to growth in ancillary revenues.

United reported a U.S. Department of Transportation on-time
arrival rate of 84.8% in May.

Average May 2010 mainline fuel price, including gains or losses on
settled fuel hedges and excluding non-cash, mark-to-market fuel
hedge gains and losses, is estimated to be $2.45 per gallon.
Including non-cash, mark-to-market fuel hedge gains and losses,
the estimated fuel price is $2.91 per gallon for the month.

A full-text copy of the May traffic report is available at no
charge at http://ResearchArchives.com/t/s?6483

                        Pending Merger Deal

As reported by the Troubled Company Reporter on May 4, 2010,
Continental Airlines and UAL Corporation's United Airlines
announced a definitive merger agreement, creating the world's
biggest airline.  The deal is an all-stock merger of equals.
Continental shareholders will receive 1.05 shares of United common
stock for each Continental common share they own.  The acquisition
is valued at $3.17 billion, based on the April 30, 2010 closing
price, according to The New York Times.  The merger is expected to
be completed before the end of 2010.  United shareholders would
own approximately 55% of the equity of the combined company and
Continental shareholders would own approximately 45%, including
in-the-money convertible securities on an as-converted basis.

                   About Continental Airlines

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

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

                          *     *     *

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

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

                    About UAL Corporation

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

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

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


US AIRWAYS: Appeals Court Rules in Favor of Pilots
--------------------------------------------------
The Ninth U.S. Circuit Court of Appeals reversed the decision of a
lower federal court that had found the US Airline Pilots
Association (USAPA) liable in a Duty of Fair Representation
lawsuit.  This decision allows USAPA, which represents all US
Airways pilots, to freely bargain for the terms of its seniority
integration.

The U.S. District Court in Arizona had issued an injunction that
required USAPA to bargain for seniority integration terms based on
a previous union's bargaining proposal.  The proposal, known
commonly as the "Nicolau award," resulted from an arbitration
conducted by the Air Line Pilots Association (ALPA), then the US
Airways pilots' bargaining agent.

In September 2008, a group of six former America West pilots
brought suit against USAPA claiming that USAPA's failure to
implement the Nicolau award violated its duty of fair
representation.  The lawsuit, Addington v. US Airline Pilots
Association, was accompanied by another lawsuit brought in state
court that has since been dismissed.

In the ruling, a panel of the Ninth Circuit held by a majority
that the Addington lawsuit was not legally ripe and therefore that
the lower court lacked jurisdiction.  The majority decision stated
that, ". . . the conclusion that Plaintiffs' claim is not ripe is
consistent with our DFR decisions, which have found DFR violations
based on contract negotiation only after a contract has been
agreed upon."

USAPA President Mike Cleary stated, "We are extremely gratified by
a resolution of this case, and we now look forward to our pilot
group coming together to work towards an improved, industry-
standard contract for all US Airways pilots."

As a result of the ruling, U.S. District Judge Neil Wake is
ordered to dismiss the action against USAPA.  This also means that
the injunction and remaining damages phase of the case are now
moot and USAPA can begin the collective bargaining process on
behalf of all US Airways pilots.

                           ABOUT USAPA

Headquartered in Charlotte, N.C., the US Airline Pilots
Association (USAPA) represents the 5,200 mainline pilots who fly
for US Airways.  USAPA's mission is to ensure safe flights for
airline passengers by guaranteeing that their lives are in the
hands of only the most qualified, competent and well-equipped
pilots.  USAPA will fight against any practices that may
jeopardize its pilots' training, equipment, workplace
environment, compensation or work/life balance, or that
compromise its pilots' ability to execute the optimal flight.
Visit the USAPA Web site at www.USAirlinePilots.org.

                       About US Airways

US Airways -- http://www.usairways.com/-- along with US Airways
Shuttle and US Airways Express, operates more than 3,000 flights
per day and serves more than 190 communities in the U.S., Canada,
Mexico, Europe, the Middle East, the Caribbean, Central and South
America.

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another Chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represented the
Debtors in their restructuring efforts.  The USAir II bankruptcy
plan became effective on September 27, 2005.  The Debtors
completed their merger with America West on the same date. (US
Airways Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

                        *     *     *

As of December 31, 2009, US Airways had total assets of
$7,454,000,000, including $2,331,000,000 in total current assets,
against total current liabilities of $2,789,000,000 and total
noncurrent liabilities and deferred credits of $5,020,000,000,
resulting in $355,000,000 stockholders' deficit.

US Airways Group carries Moody's "Caa1" Long-Term rating, LT Corp.
family rating and probability of default rating.  Outlook is
negative.

US Airways Group carries Standard & Poor's "B-" LT Foreign Issuer
Credit rating and LT Local Issuer credit rating.  Outlook is also
negative.

US Airways Group carries Fitch's "CCC" LT Issuer default rating
and "C" Senior unsecured debt rating.  Outlook is also negative.


US AIRWAYS: Live Webcast of Annual Shareholders Meet Today
----------------------------------------------------------
US Airways (NYSE: LCC) will conduct a live audio webcast of its
annual meeting of shareholders on Thursday, June 10, at 9:30 a.m.
ET.

The webcast will be available to the public on a listen-only basis
at www.usairways.com under the Company Info >> Investor Relations
tab.  An archive of the webcast will be available in the Investor
Relations portion of the Web site through July 10.  Listeners to
the webcast will need a current version of Windows MediaPlayer or
RealPlayer software and at least a 28.8 kbps connection to the
Internet.

                       About US Airways

US Airways -- http://www.usairways.com/-- along with US Airways
Shuttle and US Airways Express, operates more than 3,000 flights
per day and serves more than 190 communities in the U.S., Canada,
Mexico, Europe, the Middle East, the Caribbean, Central and South
America.

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another Chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represented the
Debtors in their restructuring efforts.  The USAir II bankruptcy
plan became effective on September 27, 2005.  The Debtors
completed their merger with America West on the same date. (US
Airways Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

                        *     *     *

As of December 31, 2009, US Airways had total assets of
$7,454,000,000, including $2,331,000,000 in total current assets,
against total current liabilities of $2,789,000,000 and total
noncurrent liabilities and deferred credits of $5,020,000,000,
resulting in $355,000,000 stockholders' deficit.

US Airways Group carries Moody's "Caa1" Long-Term rating, LT Corp.
family rating and probability of default rating.  Outlook is
negative.

US Airways Group carries Standard & Poor's "B-" LT Foreign Issuer
Credit rating and LT Local Issuer credit rating.  Outlook is also
negative.

US Airways Group carries Fitch's "CCC" LT Issuer default rating
and "C" Senior unsecured debt rating.  Outlook is also negative.


US AIRWAYS: Seeks Dismissal of Holcombe's Remand Claims
-------------------------------------------------------
Reorganized US Airways Inc. and its units ask the U.S. Bankruptcy
Court for the Eastern District of Virginia to dismiss any claims
asserted by Fougere Holcombe as a result of the remand on her
appeal from the Fourth Circuit.

Ms. Holcombe filed Claim No. 3018 in the Reorganized Debtors'
second bankruptcy case for $60,475,000.  As the result of a
compromise, the Reorganized Debtors reserved $2.3 million solely
for the purpose of establishing a distribution reserve of stock
for disputed claims in accordance with the terms of the Plan and
the Court's December 20, 2005 order establishing distribution
reserves.

The Reorganized Debtors objected to Claim No. 3018 and filed a
motion for summary judgment seeking the disallowance of the
Claim.

On April 2, 2007, the Bankruptcy Court entered an order
disallowing Claim No. 3018.

Ms. Holcombe appealed to the U.S. District Court for the Eastern
District of Virginia, which entered an order dated November 16,
2007 affirming the Bankruptcy Court's decision.

Ms. Holcombe did not seek or obtain a stay pending appeal in the
Bankruptcy Court, nor did she seek or obtain a stay pending
appeal in the District Court.

Ms. Holcombe then appealed to the Fourth Circuit, which entered
an unpublished opinion and order on March 5, 2010, affirming in
part, reversing in part and remanding, and which finally took
effect on May 6, 2010.

Holcombe did not seek or obtain a stay pending appeal in the
Fourth Circuit.

The District Court scheduled a status hearing on the matter for
May 28, 2010.  At the Status Hearing, the District Court remanded
the matter back to the Bankruptcy Court.

Douglas M. Foley, Esq., at McGuirewoods LLP, in Richmond Virginia
-- dfoley@mcguirewoods.com, relates that during the course of the
appeal process, Ms. Holcombe filed a complaint in the U.S.
District Court for the Eastern District of New York against the
Reorganized Debtors making substantially the same allegations as
those made in the Bankruptcy Court and the Fourth Circuit, which
also names her union as a defendant and alleges it engaged in
discrimination and retaliation against her.

According to Mr. Foley, Ms. Holcombe also reopened a previously
stayed case in the U.S. District Court for the Eastern District
of New York regarding substantially the same allegations, which
also includes her union as a defendant and alleges it engaged in
discrimination and retaliation against her.

Since many of the issues overlap or may involve res
judicata/collateral estoppel, the EDNY Cases are being held in
abeyance pending resolution of the matter in the Bankruptcy
Court, Mr. Foley notes.

Also during the course of the appeal process, Ms. Holcombe's
union arbitrated several grievances on her behalf based on
substantially the same allegations.  The System Board's opinion
denying her grievances and finding that US Airways did not
discriminate against Ms. Holcombe was previously attached to the
Reorganized Debtors' Status Report.

Mr. Foley asserts that no additional proceedings on Remand are
necessary because the issue of whether Ms. Holcombe has a
prepetition claim is now constitutionally or equitably moot and
should be dismissed.

                       About US Airways

US Airways -- http://www.usairways.com/-- along with US Airways
Shuttle and US Airways Express, operates more than 3,000 flights
per day and serves more than 190 communities in the U.S., Canada,
Mexico, Europe, the Middle East, the Caribbean, Central and South
America.

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another Chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represented the
Debtors in their restructuring efforts.  The USAir II bankruptcy
plan became effective on September 27, 2005.  The Debtors
completed their merger with America West on the same date. (US
Airways Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

                        *     *     *

As of December 31, 2009, US Airways had total assets of
$7,454,000,000, including $2,331,000,000 in total current assets,
against total current liabilities of $2,789,000,000 and total
noncurrent liabilities and deferred credits of $5,020,000,000,
resulting in $355,000,000 stockholders' deficit.

US Airways Group carries Moody's "Caa1" Long-Term rating, LT Corp.
family rating and probability of default rating.  Outlook is
negative.

US Airways Group carries Standard & Poor's "B-" LT Foreign Issuer
Credit rating and LT Local Issuer credit rating.  Outlook is also
negative.

US Airways Group carries Fitch's "CCC" LT Issuer default rating
and "C" Senior unsecured debt rating.  Outlook is also negative.


USEC INC: Noble Group Acquires 5.13% Equity Stake
-------------------------------------------------
Hamilton, Bermuda-based Noble Group Limited disclosed that as of
June 2, 2010, it may be deemed to beneficially own 5,848,940
shares, representing roughly 5.13% of the outstanding Shares of
USEC Inc.

The purchase price for the 5,848,940 Shares acquired by Noble
Group was $30,194,176.53.  The acquisition of the Shares was
financed out of internal funds or the working capital of Noble
Group.

Noble Group is an integrated global commodities supply chain
manager, managing the global supply chain of agricultural,
industrial and energy products.  Noble Group operates a
diversified portfolio of raw materials from over 80 offices in
more than 40 countries, originating products from low cost
producing countries and delivering to high growth demand markets -
its "pipeline" strategy.

Noble Group said its decision to acquire the Shares was driven by
its strong belief that there will be a significant and growing
need for the products and services USEC provides in the markets
where Noble Group has a strong position.  Noble Group desires to
work with the Company to better position the Company in
international markets where Noble Group has unique expertise.
Noble Group believes that such cooperation would be mutually
beneficial to the Company and Noble Group, and would also serve
well global environmental concerns, coupled with the strategic and
economic interests of the United States and the global community
of nations that have a collective interest in the safe production
and use of nuclear fuel.

                          About USEC Inc.

Headquartered in Bethesda, Maryland, USEC Inc. (NYSE: USU) --
http://www.usec.com/-- a global energy company, is a supplier of
enriched uranium fuel for commercial nuclear power plants.

The Company's balance sheet at March 31, 2010, showed $3.4 billion
in total assets, $1.0 billion in total current liabilities,
$575.0 million in long term debt, and $556.1 million other long-
term liabilities, for a stockholder's equity of $1.2 billion.

                           *     *     *

According to the Troubled Company Reporter on Dec. 30, 2009, USEC
Inc. has a revolving credit that matures in August and a corporate
rating from Standard & Poor's that recently declined one click to
CCC+, matching the action taken on Dec. 18 by Moody's Investors
Service.

The Troubled Company Reporter on May 28, 2010, reported that
Standard & Poor's Ratings Services said that its rating and
outlook on USEC Inc. (CCC+/Developing/--) are not affected by the
announcement that Toshiba Corp. and Babcock & Wilcox Investment
Co., an affiliate of The Babcock & Wilcox Co., have signed a
definitive investment agreement for $200 million with USEC.


VERENIUM CORPORATION: Gerald Haines to Resign as Exec. Vice Pres.
-----------------------------------------------------------------
Gerald M. Haines II, the Executive Vice President and Chief Legal
Officer of Verenium Corporation, gave notice of his decision to
leave the Company to pursue another opportunity.

Under the terms of an agreement dated June 2, 2010, with
Mr. Haines, his employment resignation date will be June 30, 2010,
and he will continue to support the Company on an as-needed basis
until such date.  He will continue to be paid his current base
salary until such date, after which he will continue to be
available on a limited basis as requested by the Company until
December 31, 2010.

The agreement provides that following Mr. Haines' employment
resignation date, subject to certain conditions, the Company will
pay Mr. Haines a bonus for 2009 in the amount of $108,500.  He is
eligible to receive up to $232,500 of additional compensation
based on being available to the Company on a limited basis through
December 31, 2010, as well as the achievement of predetermined
corporate goals per the approval of the board of directors.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on March 19, 2010,
Ernst & Young LLP, in San Diego, Calif., expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that of the Company's recurring
operating losses and accumulated deficit of $630.0 million at
December 31, 2009.

The Company has incurred a net loss of $12.0 million for the
three months ended March 31, 2010, and has an accumulated deficit
of $637.9 million as of March 31, 2010.  Based on the Company's
current operating plan, its existing working capital will not be
sufficient to meet the cash requirements to fund the Company's
planned operating expenses, capital expenditures, required and
potential payments under the 2007 Notes, the 2008 Notes, and the
2009 Notes, and working capital requirements through December 31,
2010, without additional sources of cash and/or the deferral,
reduction or elimination of significant planned expenditures.

These factors raise substantial doubt about the Company's ability
to continue as a going concern.

The Company's balance sheet as of March 31, 2010, showed
$149.4 million in assets, $135.9 million of liabilities, and
$13.5 million of stockholders' equity.

                    About Verenium Corporation

Cambridge, Mass.-based Verenium Corporation (NASDAQ: VRNM) --
http://www.verenium.com/-- operates in two business segments,
biofuels and specialty enzymes.  The Company's biofuels business
segment operates through its wholly-owned subsidiary, Verenium
Biofuels Corporation, and is focused on developing unique
technical and operational capabilities designed to enable the
production and commercialization of biofuels, in particular
ethanol produced from cellulosic biomass.  The Company's specialty
enzymes segment develops high-performance enzymes for use within
the alternative fuels, specialty industrial processes, and animal
nutrition and health markets to enable higher throughput, lower
costs, and improved environmental outcomes.


VINCENT COLBERT: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Joint Debtors: Vincent Colbert
               Margaret Theresa Adams-Colbert
                 aka Theresa Adams Colbert
                     Terri Adams Colbert
                     Terri Colbert
               21248 Rosetta Place
               Ashburn, VA 20147

Bankruptcy Case No.: 10-14691

Chapter 11 Petition Date: June 4, 2010

Court: U.S. Bankruptcy Court
       Eastern District of Virginia (Alexandria)

Judge: Robert G. Mayer

Debtor's Counsel: James Tse Chung Tsai, Esq.
                  Pesner Kawamoto & Conway PLC
                  7926 Jones Branch Drive, Suite 930
                  McLean, VA 22102
                  Tel: (703) 506-9440
                  Fax: (703) 506-0929
                  E-mail: jtsai@pkc-law.com

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

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

A copy of the Joint Debtors' list of 20 largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/vaeb10-14691.pdf

The petition was signed by the Joint Debtors.


WASHINGTON MUTUAL: FDIC Opposes Equity Panel's Rule 2004 Exam
-------------------------------------------------------------
The Federal Deposit Insurance Corporation, as receiver for
Washington Mutual Bank, complains that the Official Committee of
Equity Security Holders' discovery request is an improper use of
Rule 2004 of the Federal Rules of Bankruptcy Procedure.

The Official Committee of Equity Security Holders for Washington
Mutual seeks authority from Judge Walrath to conduct document and
deposition discovery of the FDIC, in both its corporate and
receiver capacities, and nine third parties -- Goldman Sachs,
Banco Santander, Office of Thrift Supervision, the Securities and
Exchange Commission, the Federal Reserve, Henry Paulson, the
Department of Treasury, Standard & Poor's, and Moody's -- pursuant
to Rule 2004 of the Federal Rules of Bankruptcy Procedure.

The FDIC contends that the Equity Committee seems to be seeking
irrelevant material from third parties without showing the
necessity for it or considering the availability of relevant
information from other less burdensome sources.

"It is not appropriate for the Equity Committee to embark on this
'investigation' at the expense of third parties in complete
disregard of the prior proceedings and extensive negotiations
between the parties," James N. Luton, Esq., at Young Conaway
Stargatt & Taylor, LLP, in Wilmington, Delaware, the FDIC's
counsel, argues.

The FDIC insists that the information the Equity Committee seeks
is readily available via alternative sources like the Debtors.
Any legitimate discovery the Equity Committee requires could be
obtained more efficiently through the Debtors' confirmation-
related Scheduling and Procedures Motion, Mr. Luton says.

Rather, the FDIC counters, an appropriate inquiry by the Equity
Committee is whether the Debtors properly exercised their
business judgment in determining whether to enter into the Global
Settlement Agreement embodied in the Chapter 11 Plan.

Mr. Luton also notes that the Equity Committee's Rule 2004 Motion
fails to take into account Federal Regulations that govern third-
party discovery of the FDIC Receiver and exempt records.

Goldman, Sachs & Co. joins in the objection filed by the FDIC-
Receiver.

Other third parties, which include the Office of Thrift
Supervision; the Board of Governors of the Federal Reserve
System; the U.S. Department of the Treasury and former Treasury
Dept. Secretary Henry Paulson; Moody's Investors Service, Inc.;
and Standard & Poor's Corporation, also expressed their
apprehensions to the discovery requests demanded by the Equity
Committee.

The OTS adopts the FDIC's sentiments that the Equity Committee
has failed to show good cause for the discovery it seeks.

In general, the Other Third Parties argue that the requested
discovery is voluminous, burdensome, and of no real relevance to
the Global Settlement under the Plan.  They also assert that the
unnecessary cost and disruption the discovery would impose far
outweigh any apparent benefit that might accrue to the Equity
Committee.

The Board of Governors, for its part, insists that it was not a
decision maker with respect to any of the transactions that the
Equity Committee is seeking to examine and thus, should not be
burdened by the discovery requests.

The Other Third Parties, specifically the Treasury Dept., note
that any discovery request is premature in the absence of a
request complying with federal regulations that relate to the
applicable third parties.

Rating agencies Moody's and S&P reserve all of their rights,
including the right to object and the right to a protective
order, with respect to the discovery requests.  Moody's says it
is prepared to continue good faith discussions with the Equity
Committee, but reserves the opportunity to fully evaluate the
burdensomeness, cost and intrusiveness of responding to the
document requests.

The Debtors, in a separate filing, also notes that allowing the
Equity Committee to do discovery on the FDIC and the Other Third
Parties is not appropriate.

At the request of the Equity Committee, the Court agreed to
convene a hearing on June 3, 2010, to consider the request.  At
the June 3 hearing, however, the Court ordered the parties to
engage in further talks to resolve the discovery requests.

                      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: JPM Opposes Equity Panel's Rule 2004 Exam
------------------------------------------------------------
JPMorgan Chase Bank, N.A., argues that there is no basis for the
discovery requests of the Official Committee of Equity Committee
that effectively seek a new investigation that goes beyond the
exhaustive work already undertaken by the Debtors and the
Official Committee of Unsecured Creditors.

The Equity Committee has said it wants to pursue further the
investigation into JPMorgan that the Debtors abruptly terminated:

  -- by completing discovery of documents within JPMorgan's
     control, including pre-seizure business records of
     Washington Mutual Bank that are now in JPMorgan's exclusive
     possession; and

  -- by taking depositions of JPMorgan personnel with the most
     knowledge of subjects relevant to the claims that the
     Debtors propose to abandon.

Eighteen months of fiercely contested litigation, which included
an investigation into potential claims against JPMorgan, has been
undertaken, Adam G. Landis, Esq., at Landis Rath & Cobb LLP, in
Wilmington, Delaware, points out, and the Equity Committee
already has the documents collected by the Debtors during that
investigation.

Moreover, the claims the Equity Committee seeks to investigate
are not viable and cannot return any meaningful recovery from
JPMorgan to the Debtors' estates, Mr. Landis tells Judge Walrath.

Mr. Landis also contends that the Equity Committee's proposed new
investigation is another piece of its strategy to cause
interminable delay in the plan confirmation process.

Rather, JPMorgan insists, the Debtors' Global Discovery
Procedures are well designed to provide the Equity Committee what
it needs to evaluate the proposed plan through the confirmation
process.

JPMorgan clarifies with the Court that it has agreed to produce
relevant non-privileged settlement communications in connection
with the Debtors' Global Discovery Procedures.

Against this backdrop, JPMorgan asks Judge Walrath to deny the
Equity Committee's request.

The Debtors, in a separate filing, assert that allowing the
Equity Committee to conduct an investigation into JPMorgan is a
waste of time and inappropriate.  The Debtors cite that the
Global Settlement will soon be tested: (i) either the Court will
confirm the Chapter 11 Plan and approve the Global Settlement, or
(ii) the Court will decline the Settlement, at which point the
Debtors will determine the extent to which it is appropriate to
further pursue their Rule 2004 investigation of JPMorgan.

                      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: Shareholders Re-File Request for Examiner
------------------------------------------------------------
Bill Rochelle at Bloomberg News reports the official committee of
shareholders for Washington Mutual Inc. filed another request for
an examiner to investigate the merits of a proposed settlement
with the Federal Deposit Insurance Corp. and JPMorgan Chase & Co.

According to the report, the bankruptcy judge denied the
shareholders' examiner motion the first time around, saying that
WaMu and the creditors' committee already performed an
investigation.  After WaMu declined to provide the shareholders'
panel with its analysis of the merits of the claims against the
FDIC and JPMorgan, the judge said June 3 it was time for another
examiner's motion.

A hearing is scheduled on June 17 to consider approval of the
disclosure statement explaining WaMu's Chapter 11 plan, which is
based on the global settlement.

                      About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over September 25 by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

Peter Calamari, Esq., and David Elsberg, Esq., at Quinn Emanuel
Urquhart Oliver & Hedges, LLP, served as legal counsel to WMI with
responsibility for the litigation.  Brian Rosen, Esq., at Weil,
Gotshal & Manges LLP served as legal counsel to WMI with
responsibility for the Chapter 11 case.

Bankruptcy Creditors' Service Inc. publishes Washington Mutual
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Washington Mutual Inc. (http://bankrupt.com/newsstand/or
215/945-7000).


WASHINGTON MUTUAL: U.S. Trustee Appeals Examiner Denial Order
-------------------------------------------------------------
Roberta A. DeAngelis, Acting U.S. Trustee for Region 3, informed
the Bankruptcy Court on June 2, 2010, that it intends to file its
own appeal of Judge Walrath's May 5, 2010 denial order of the
request for a bankruptcy examiner.

The Official Committee of Equity Security Holders earlier filed a
notice of appeal of the Examiner Appointment Denial Order.  The
Equity Committee took it a step further by seeking certification
of a direct appeal of the May 5 Denial Order to the U.S. Courts
of Appeals for the Third Circuit.

In a recent filing dated June 2, 2010, the Equity Committee says
it wants the Appellate Court to determine:

  (1) If Judge Walrath erred in holding, pursuant to Section
      1104(c) of the Bankruptcy Code, that a bankruptcy court
      retains discretion to deny appointment of an examiner on a
      motion of an interested party where the unsecured debt
      threshold of Section 1104(c)(2) is met?

  (2) What is the amount of discretion granted to a bankruptcy
      court under Section 1104(c) with respect to the scope of
      an examiner's investigation?

  (3) Assuming the Bankruptcy Court did err in holding, pursuant
      to Section 1104(c), that a bankruptcy court retains
      discretion to deny appointment of an examiner on a motion
      by an interested party where the unsecured debt threshold
      of Section 1104(c)(2) is met, did Judge Walrath in denying
      appointment of an examiner in light of the facts and
      circumstances on record in these Chapter 11 cases?

         Equity Committee Defends Direct Appeal Request

In a separate filing, the Equity Committee also reacted to the
objections lodged by the Debtors and the Official Committee of
Unsecured Creditors to their certification request for a direct
appeal to the Circuit Court.

On behalf of the Equity Committee, Gregory A. Taylor, Esq., at
Ashby & Geddes, P.A., in Wilmington, Delaware, asserts that the
Objectors' arguments are all wrong as a matter of fact and law.
He emphasizes that:

  -- Even the Debtors do not really dispute that the order
     involves a question of law as to which there is no
     controlling decision from the Third Circuit or the Supreme
     Court of the United States.

  -- The issue is of vital public importance, which manifests in
     two separate ways: (1) The magnitude and importance of the
     WaMu case as one of the largest bank failure in the history
     of the United States warrants appellate attention; and (2)
     Defining the circumstances that warrant or mandate
     appointment of an examiner is a question that has the
     potential to arise in every large bankruptcy.

  -- Nowhere in the statute is there any requirement that
     conflicting decisions must emanate from within the same
     circuit.  Thus, the Debtors' assertion that the
     "conflicting decisions" are not relevant because they are
     not from the Third Circuit does not hold.

  -- Appointing an examiner will allow added transparency and
     accountability to the process, including the investigation
     of grounds for business tort claims against JPMorgan Chase.

                   Proposed Order Revised

In a certification filed with the Court, Mark D. Collins, Esq.,
at Richards, Layton & Finger, P.A., in Wilmington, Delaware,
proposed, on the Debtors' behalf, that the Equity Committee's
Certification should add the phrase "from courts outside the
Third Circuit" after the words "conflicting decisions" in the
first paragraph of the Proposed Order to "track the statutory
basis for direct certification . . . [and] should only state that
certification is appropriate" 28 Section 158(d)(2) of the
Judiciary and Judicial Procedures Code.

"The Debtors fear that the Equity Committee is seeking a broader
finding for use in its upcoming request to the Third Circuit to
hear the [A]ppeal, which is not appropriate," Mr. Collins noted.

Agreeing with the Debtors' contention, Gregory A. Taylor, Esq.,
at Ashby & Geddes, P.A., in Wilmington, Delaware, submitted a
Revised Proposed Order.

                      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).


WATSON PHARMACEUTICALS: Moody's Lifts Senior Note Rating From Ba1
-----------------------------------------------------------------
Moody's Investors Service raised the rating on the senior
unsecured notes of Watson Pharmaceuticals, Inc., to Baa3 from Ba1.
Following this rating action, the rating outlook is now stable.

The upgrade to investment grade reflects Watson's solid operating
performance and cash flow generation, improved geographic
diversity following the recent acquisition of Arrow
Pharmaceuticals Group, and the expectation that positive
performance trends will continue.

"Watson enjoys good growth prospects based on its expanding
generic drug pipeline and recent expansion into international
markets where generic utilization rates are poised to increase,"
stated Moody's Senior Vice President Michael Levesque.

"The investment grade rating also incorporates Watson's history of
post-acquisition debt reduction and clearly articulated financial
targets including Debt/EBITDA below 3.25 times," continued
Levesque.

The Baa3 rating reflects Watson's solid position in the generic
pharmaceuticals industry, growing generic pipeline, solid cash
flow generation capabilities and improving credit metrics since
the close of the Arrow acquisition.  The rating is also supported
by the strong fundamentals in the generic pharmaceutical industry
segment based on the number of branded pharmaceutical products set
to face patent expirations in the coming years.  Watson maintains
a good liquidity profile, following the repayment of approximately
$200 million under its revolving credit facility during the three
months ended March 31, 2010.

These ratings were upgraded:

  -- $450 million senior unsecured notes due 2014 to Baa3 from Ba1
  -- $400 million senior unsecured notes due 2019 to Baa3 from Ba1
  -- Senior unsecured shelf rating to (P)Baa3 from (P)Ba1

These ratings were affirmed:

  -- Baa3 senior unsecured revolving credit facility due 2011
  -- Baa3 senior unsecured first lien term loan due 2011

Concurrently, Moody's has withdrawn these ratings, as these
measures are applicable only for below investment grade companies:

  -- Ba1 Corporate Family Rating
  -- Ba1 Probability of Default Rating
  -- SGL-2 Speculative Grade Liquidity Rating
  -- All LGD Assessments

Moody's last rating action on Watson took place on August 18,
2009, when Moody's assigned a rating of Ba1 to the new
$850 million senior unsecured note issuance, as well as a (P)Ba1
rating to Watson's new well-known seasoned issuer senior unsecured
shelf.

Headquartered in Corona, California, United States, Watson
Pharmaceuticals, Inc., is a specialty pharmaceutical company
focused on branded and generic products.  Reported revenues for
the three months ended March 31, 2010, were approximately
$857 million.


WILLIAM K HAINES: Has Until July 14 to File Reorganization Plan
---------------------------------------------------------------
The Hon. Russ Kendig of the U.S. Bankruptcy Court for the Northern
District of Ohio extended William K. Haines, Jr., and Nancy J.
Haines' exclusive periods to file and solicit acceptances for the
proposed plan of reorganization until July 14, 2010, and
September 12, 2010, respectively.

Massillon, Ohio-based William K. Haines, Jr. aka Bill Haines and
Nancy J. Haines filed for Chapter 11 on December 16, 2009 (Bankr.
N.D. OH Case No. 09-65171).  Anthony J. DeGirolamo, Esq., assist
the Debtors in their restructuring efforts.  In their petition,
the Debtors listed assets and debts both ranging from $10,000,001
to $50,000,000.


YL WEST: U.S. Trustee Forms 5-Member Creditors Committee
--------------------------------------------------------
Diana G. Adams, the U.S. Trustee for Region 2, appointed five
members to the official committee of unsecured creditors in
the Chapter 11 cases of YL West 87th Street, LLC:

The Creditors Committee members are:

1. Building Service 32BJ Health Pension,
   Legal Training and Supplemental
   Savings Funds
   P.O. Box 11477
   New York, NY 10286-1477

2. Caddel Inc. dba Direct Flooring
   Attn: Alan Delellis
   12 Minneakoning Road
   Building A, Unit 103
   Flemington, NJ 08822
   Tel: (908) 237-1009

3. Demar Plumbing
   Attn: Alessandro Demarinis
   147 Attorney St.
   New York, NY
   Tel: (212) 614-9717

4. Jolt Electrical Contractors, Inc.
   Attn: Carl Abruzzo
   7812 New Utrecht Avenue
   Brooklyn, NY 11214
   Tel: (718) 234-5141

5. M&D Installers Inc.
   Attn: Jay Posner
   63 Flushing Ave.
   Brooklyn, NY 11205
   Tel: (718) 782-6978

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

New York-based YL West 87th Street, LLC, is owned by YL West 87th
Holdings I. LLC.  The Company filed for Chapter 11 bankruptcy
protection on November 13, 2009 (Bankr. S.D.N.Y. Case No. 09-
16786).  YL West 87th Holdings also filed for bankruptcy.  Brian
J. Hufnagel, Esq., and Gary M. Kushner, Esq., at Forchelli, Curto,
Deegan, Schwartz, Mineo, Cohn & Terrana, LLP, assist YL West 87th
Street 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.


ZALE CORPORATION: To Remove Common Stock Fund
---------------------------------------------
Zale Corp agreed to remove the Zale Common Stock Fund as an
investment option in the Company's Savings and Investment Plan as
part of the settlement in 2008 of the ERISA stock-drop litigation
then pending against the company.

As a result of the elimination of this investment option,
beginning on June 22, 2010 at 3:00 p.m., Central Time employee
balances in the Zale Fund automatically will be reallocated to
another investment option, and trading in the Zale Fund no longer
will be permitted.  The company anticipates the reallocations to
be completed during the week of June 27, 2010.

                         About Zale Corp.

Dallas, Texas-based Zale Corporation (NYSE: ZLC) --
http://www.zalecorp.com/-- is a specialty retailer of diamonds
and other jewelry products in North America, operating roughly
1,900 retail locations throughout the United States, Canada and
Puerto Rico, as well as online.  Zale Corporation's brands include
Zales Jewelers, Zales Outlet, Gordon's Jewelers, Peoples
Jewellers, Mappins Jewellers and Piercing Pagoda.  Zale also
operates online at www.zales.com, www.zalesoutlet.com and
www.gordonsjewelers.com

As reported by the Troubled Company Reporter on February 10, 2010,
The Deal.com's Sara Behunek reported that analysts said bankruptcy
looms for Zale if it fails to restructure its debt and put in
place a solid merchandising strategy.


* Bankrupt Lawyers Can't Erase Contempt Debt, Appeals Court Says
----------------------------------------------------------------
A federal appeals court has refused to erase a $431,000 debt that
bankrupt plaintiffs lawyers Ralph Musilli and Walter Baumgardner
owe to the estate of a former colleague stemming from a contempt
judgment in a contract fight over legal fees, according to
Bankruptcy Law360.

Thursday's ruling, in the U.S. Court of Appeals for the Sixth
Circuit, affirmed a bankruptcy court's grant of summary judgment
in favor of the estate of deceased attorney Walter Droomers,
Law360 says.


* Hedge Fund Liquidations Rise Despite Gains, HFR Says
------------------------------------------------------
After falling steadily for four quarters, hedge fund liquidations
rose again in the first quarter of 2010 with 240 funds closing
during the period, according to the HFR Market Microstructure
Industry Report released June 8 by Hedge Fund Research.

Liquidations were disproportionately skewed towards Fund of Funds
(FOF), with 102 FOF closing in the quarter, this marks the seventh
consecutive quarter in which FOF liquidations have exceeded new
launches.

Aggregate industry leverage employed by hedge funds has continued
to moderate relative to five years ago, with seventy percent of
all funds, which manage eighty-three percent of industry capital,
utilizing some form of leverage.  In the HFR Special Report: Hedge
Fund Leverage, Relative Value Arbitrage and Macro strategies
commonly employ higher levels of leverage than Event Driven and
Equity Hedge strategies.


* "Retailers at a Crossroads," CIT's Feinberg Reports
-----------------------------------------------------
Retailers are starting to strategically rebuild inventories, add
stores, and again focus on other targeted growth initiatives in
connection with a gradual return of consumer spending, according
to Burt Feinberg, Managing Director, CIT Commercial & Industrial
-- Retail Finance Group for CIT Group Inc.  This is just one of
the insights Mr. Feinberg offers in "Retailers at a Crossroads --
Navigating Out of the Market Downturn," the latest in a series of
in-depth executive Q&As featured in CIT's "Executive Spotlight"
series -- http://executive-spotlight.cit.com

Mr. Feinberg explains how retailers face choices when positioning
themselves for growth, saying, "Retailers are at a strategic
crossroads this year.  How quickly they build out their
inventories and how fast they add new stores again remains to be
seen.  Those retailers with stronger balance sheets will be better
positioned to take advantage of the market and real estate
opportunities resulting from abandoned locations of failed
competitors.  Alternatively, they may also look at other ways to
deploy capital via Internet and digital strategies, as well as
product extensions.  Other retailers are facing fundamental
changes in their segments that will require market intelligence
and capital."

He points out that some retailers are depending on a strong
recovery for their survival, noting, "The conservative approach
(in 2009) to inventories and spending enabled many players to
conserve cash, and, in fact, generate some additional cash, which
helped them to see another day. After significant cost cutting,
there is not much more to cut, so the top line needs to come back
for some of these marginally surviving companies going forward.
Perhaps, with some improved consumer spending, they may have
dodged a bullet."

Founded in 1908 and headquartered in New York City, CIT (NYSE:
CIT) -- http://www.cit.com/-- is a bank holding company with
approximately $45 billion in finance and leasing assets that
provides financial products and advisory services to small and
middle market businesses.  Operating in more than 50 countries
across 30 industries, CIT provides an unparalleled combination of
relationship, intellectual, and financial capital to its customers
worldwide.  CIT maintains leadership positions in small business
and middle market lending, factoring, retail finance, aerospace,
equipment and rail leasing, and vendor finance.


* Focus Management Adds Anthony Wolf as Managing Director
---------------------------------------------------------
J. Tim Pruban, President of Focus Management Group, reported that
the firm bolstered its team with the addition of Anthony Wolf --
a.wolf@focusmg.com.  Mr. Wolf will serve as a Managing Director to
complement the firm's growing demand for its turnaround management
and corporate restructuring services.  He will be based out of the
firm's Dallas office and will serve its client base nationwide.

"We are excited to welcome on board someone of Tony's depth of
experience," said Mr. Pruban.  "Tony's comprehensive financial
background, extensive restructuring experience and diverse
industry knowledge will complement our team and facilitate the
continuation of our firm's steady growth, both in the South and
nationwide."

Mr. Wolf brings to Focus a professional background that spans all
phases of corporate restructuring and executive management.  His
experience includes competitive strategy and market expansion,
margin enhancement, operating performance improvement, strategy
and business model assessment and creditor negotiations.

Prior to joining Focus, Mr. Wolf served in executive-level
positions at several leading international restructuring and
financial advisory firms.  Throughout his tenure in these roles,
Mr. Wolf led or participated in advisory and management
engagements in various industries, including aerospace,
telecommunications, trucking, manufacturing and processing,
information technology, food distribution and service, real
estate, and oil and gas.

Mr. Wolf, a Certified Turnaround Professional, was awarded an MBA
from the University of Chicago, an MA from the University of
Southern California and a BA from Harvard University.

                     About Focus Management Group

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


* Two Restructuring Pros Join Willkie Farr
------------------------------------------
As part of a push to expand its business reorganization and
restructuring department, Willkie Farr & Gallagher LLP has added
to its ranks former Linklaters LLP partner Mary K. Warren and
former Quinn Emanuel Urquhart & Sullivan LLP partner Joseph G.
Minias, according to Bankruptcy Law360.  Warren and Minias joined
the firm's New York office this week, Law360 says.


* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------
Recent Chapter 11 cases filed with assets and liabilities below
$1,000,000:

In Re Drug Valet, Inc.
   Bankr. D. Ariz. Case No. 10-16772
      Chapter 11 Petition Filed May 27, 2010
         See http://bankrupt.com/misc/azb10-16772.pdf

In Re The Club At Seven Canyons, LLC
   Bankr. D. Ariz. Case No. 10-16714
      Chapter 11 Petition Filed May 27, 2010
         See http://bankrupt.com/misc/azb10-16714.pdf

In Re American Health Services LLC
   Bankr. C.D. Calif. Case No. 10-31553
      Chapter 11 Petition Filed May 27, 2010
         See http://bankrupt.com/misc/cacb10-31553.pdf

In Re New Vision Power Properties, LLC
   Bankr. C.D. Calif. Case No. 10-16352
      Chapter 11 Petition Filed May 27, 2010
         Filed As Pro Se

In Re SkyMountain Coastal Properties, Inc.
   Bankr. C.D. Calif. Case No. 10-31543
      Chapter 11 Petition Filed May 27, 2010
         See http://bankrupt.com/misc/cacb10-31543.pdf

In Re American Gas, Inc.
   Bankr. E.D. Calif. Case No. 10-34147
      Chapter 11 Petition Filed May 28, 2010
         See http://bankrupt.com/misc/caeb10-34147.pdf

In Re CIT Sports, Inc.
        fdba Core Board Shop
        fdba Icon Skit Golf
        fdba Threads
   Bankr. N.D. Calif. Case No. 10-31940
      Chapter 11 Petition Filed May 27, 2010
         See http://bankrupt.com/misc/canb10-31940.pdf

In Re WET Investments, Inc.
        dba Wet Night Club
   Bankr. N.D. Calif. Case No. 10-55570
      Chapter 11 Petition Filed May 27, 2010
         Filed As Pro Se

In Re DB Capital Holdings, LLC
   Bankr. D. Colo. Case No. 10-23242
      Chapter 11 Petition Filed May 27, 2010
         See http://bankrupt.com/misc/cob10-23242p.pdf
         See http://bankrupt.com/misc/cob10-23242c.pdf

In Re Leonard M. Cox
      Julie A. Cox
   Bankr. S.D. Ill. Case No. 10-40849
      Chapter 11 Petition Filed May 27, 2010
         See http://bankrupt.com/misc/ilsb10-40849.pdf

In Re 2510 McElderry, LLC
   Bankr. D. Md. Case No. 10-21911
      Chapter 11 Petition Filed May 27, 2010
         See http://bankrupt.com/misc/mdb10-21911.pdf

In Re Dakota III, LLC
   Bankr. D. Md. Case No. 10-21909
      Chapter 11 Petition Filed May 27, 2010
         See http://bankrupt.com/misc/mdb10-21909.pdf

In Re Eastern Lines Surf Shop, LLC
   Bankr. D. N.J. Case No. 10-26318
      Chapter 11 Petition Filed May 27, 2010
         See http://bankrupt.com/misc/njb10-26318.pdf

In Re U.S. Porters, Inc.
   Bankr. D. N.J. Case No. 10-26201
      Chapter 11 Petition Filed May 27, 2010
         See http://bankrupt.com/misc/njb10-26201.pdf

In Re 1540 Roosevelt Avenue, LLC
   Bankr. S.D. N.Y. Case No. 10-23054
      Chapter 11 Petition Filed May 27, 2010
         See http://bankrupt.com/misc/nysb10-23054.pdf

   In Re Time Square Payment Center, Inc.
      Bankr. S.D. N.Y. Case No. 10-23084
         Chapter 11 Petition Filed May 27, 2010
            See http://bankrupt.com/misc/nysb10-23084.pdf

   In Re Vets ATM Corp.
      Bankr. S.D. N.Y. Case No. 10-23085
         Chapter 11 Petition Filed May 27, 2010
            See http://bankrupt.com/misc/nysb10-23085.pdf

In Re Regional Group, LLC
   Bankr. E.D. Tenn. Case No. 10-13086
      Chapter 11 Petition Filed May 27, 2010
         See http://bankrupt.com/misc/tneb10-13086p.pdf
         See http://bankrupt.com/misc/tneb10-13086c.pdf

In Re Hughes Supplied Air, Inc.
   Bankr. W.D. Tenn. Case No. 10-25758
      Chapter 11 Petition Filed May 27, 2010
         See http://bankrupt.com/misc/tnwb10-25758.pdf

In Re Tri-State Testing Services, Inc.
   Bankr. W.D. Tenn. Case No. 10-25755
      Chapter 11 Petition Filed May 27, 2010
         See http://bankrupt.com/misc/tnwb10-25755.pdf

In Re Attaboy Enterprises, LLC
   Bankr. E.D. Texas Case No. 10-10333
      Chapter 11 Petition Filed May 27, 2010
         See http://bankrupt.com/misc/txeb10-10333.pdf

In Re Signature Telecommunications, Inc.
        dba Randy White Telecommunications, Inc.
        dba RWT
   Bankr. N.D. Texas Case No. 10-33702
     Chapter 11 Petition Filed May 27, 2010
         See http://bankrupt.com/misc/txnb10-33702.pdf

In Re SBPM Holdings, Inc.
   Bankr. S.D. Texas Case No. 10-80310
     Chapter 11 Petition Filed May 27, 2010
         See http://bankrupt.com/misc/txsb10-80310.pdf

In Re Keith Raymond Pelzel
        fdba Five Ball Contruction Inc
   Bankr. W.D. Wash. Case No. 10-44313
      Chapter 11 Petition Filed May 27, 2010
         Filed As Pro Se

In Re Washington Properties One, LLC
   Bankr. W.D. Wash. Case No. 10-16100
     Chapter 11 Petition Filed May 27, 2010
         See http://bankrupt.com/misc/wawb10-16100.pdf

In Re Jonathan P. Parnell
   Bankr. S.D. Ala. Case No. 10-02432
      Chapter 11 Petition Filed May 28, 2010
         See http://bankrupt.com/misc/alsb10-02432.pdf

In Re Tikiri Mayura Bogollagama
   Bankr. D. D.C. Case No. 10-00525
      Chapter 11 Petition Filed May 28, 2010
         Filed As Pro Se

In Re M.S. Tancio DMD A Professional Dental Corporation
   Bankr. N.D. Calif. Case No. 10-46211
      Chapter 11 Petition Filed May 28, 2010
         Filed As Pro Se

In Re Ronald Gregory McLean
      Christina Mardell McLean
        aka Christie McLean
   Bankr. N.D. Calif. Case No. 10-12043
      Chapter 11 Petition Filed May 28, 2010
         See http://bankrupt.com/misc/canb10-12043.pdf

In Re Sharon Deine Liko
        aka Vannick Investors, LLC
   Bankr. D. Colo. Case No. 10-23342
      Chapter 11 Petition Filed May 28, 2010
         Filed As Pro Se

In Re Dew Sweepers, LLC
   Bankr. S.D. Ga. Case No. 10-20699
      Chapter 11 Petition Filed May 28, 2010
         See http://bankrupt.com/misc/gasb10-20699.pdf

In Re First Class Group, LLC
   Bankr. S.D. Ga. Case No. 10-20696
      Chapter 11 Petition Filed May 28, 2010
         See http://bankrupt.com/misc/gasb10-20696.pdf

In Re Sawdawg, LLC
   Bankr. S.D. Ga. Case No. 10-20700
      Chapter 11 Petition Filed May 28, 2010
         See http://bankrupt.com/misc/gasb10-20700.pdf

In Re Chicago Body Company
   Bankr. N.D. Ill. Case No. 10-24681
      Chapter 11 Petition Filed May 28, 2010
         See http://bankrupt.com/misc/ilnb10-24681.pdf

In Re Kenyatta's Transportation Service, Inc.
        dba Kenyatta's Transportation Company
   Bankr. N.D. Ill. Case No. 10-24361
      Chapter 11 Petition Filed May 28, 2010
         See http://bankrupt.com/misc/ilnb10-24361.pdf

In Re Strapazza of Columbia II, Inc.
        dba trading as Strapazza
   Bankr. D. Md. Case No. 10-22121
      Chapter 11 Petition Filed May 28, 2010
         See http://bankrupt.com/misc/mdb10-22121.pdf

In Re Maria C. Cruz
   Bankr. D. Mass. Case No. 10-15903
      Chapter 11 Petition Filed May 28, 2010
         See http://bankrupt.com/misc/mab10-15903.pdf

In Re Santos B. Santiago
   Bankr. D. Mass. Case No. 10-15902
      Chapter 11 Petition Filed May 28, 2010
         See http://bankrupt.com/misc/mab10-15902.pdf

In Re Executive Arms, LLC
   Bankr. D. N.J. Case No. 10-26717
      Chapter 11 Petition Filed May 28, 2010
         See http://bankrupt.com/misc/njb10-26717.pdf

In Re Dynacon, Inc.
   Bankr. D. N.M. Case No. 10-12755
      Chapter 11 Petition Filed May 28, 2010
         See http://bankrupt.com/misc/nmb10-12755.pdf

In Re Bryn Mawr Wound Care & Vascular Center, LLC
   Bankr. E.D. Pa. Case No. 10-14463
      Chapter 11 Petition Filed May 28, 2010
         See http://bankrupt.com/misc/paeb10-14463.pdf

In Re Supplied Air, LLC
   Bankr. W.D. Tenn. Case No. 10-25757
      Chapter 11 Petition Filed May 27, 2010
         See http://bankrupt.com/misc/tnwb10-25757.pdf

In Re D & M Excavating, Inc.
   Bankr. N.D. Texas Case No. 10-43585
     Chapter 11 Petition Filed May 28, 2010
         See http://bankrupt.com/misc/txnb10-43585.pdf

In Re J & L Diversified Business Services Inc.
   Bankr. S.D. Texas Case No. 10-34431
      Chapter 11 Petition Filed May 28, 2010
         Filed As Pro Se

In Re Rutland 18, L.P.
   Bankr. S.D. Texas Case No. 10-34411
     Chapter 11 Petition Filed May 28, 2010
         See http://bankrupt.com/misc/txsb10-34411.pdf

In Re Habib Carpet and Rugs, Inc.
   Bankr. E.D. Va. Case No. 10-14441
     Chapter 11 Petition Filed May 28, 2010
         See http://bankrupt.com/misc/vaeb10-14441.pdf

In Re B E S T Contractors LLC
   Bankr. W.D. Wash. Case No. 10-16133
     Chapter 11 Petition Filed May 28, 2010
         See http://bankrupt.com/misc/wawb10-16133.pdf

In Re Jane Rashad
        aka Jane Kao
   Bankr. S.D. Texas Case No. 10-34549
      Chapter 11 Petition Filed May 30, 2010
         See http://bankrupt.com/misc/txsb10-34549.pdf

In Re Mark A. Howard
      Tamara L. Howard
    Bankr. M.D. Fla. Case No. 10-13266
      Chapter 11 Petition Filed May 31, 2010
         See http://bankrupt.com/misc/flmb10-13266.pdf

In Re Ashjian Development LLC
   Bankr. D. Nev. Case No. 10-20131
     Chapter 11 Petition Filed May 31, 2010
         See http://bankrupt.com/misc/nvb10-20131.pdf

In Re DBDS LLC
   Bankr. S.D. N.Y. Case No. 10-23111
     Chapter 11 Petition Filed May 31, 2010
         See http://bankrupt.com/misc/nysb10-23111.pdf

   In Re One North Madison, LLC
      Bankr. S.D. N.Y. Case No. 10-23115
         Chapter 11 Petition Filed May 31, 2010
            See http://bankrupt.com/misc/nysb10-23115.pdf

In Re R & R Roosters, Inc.
   Bankr. N.D. Ohio Case No. 10-15281
     Chapter 11 Petition Filed May 31, 2010
         See http://bankrupt.com/misc/ohnb10-15281.pdf

In Re Uppal Bros., Inc.
    Bankr. N.D. Texas Case No. 10-43647
      Chapter 11 Petition Filed May 31, 2010
         See http://bankrupt.com/misc/txnb10-43647.pdf

In Re Luke 1248 Properties, LLC
        dba The Pearl at Oyster Creek Apartments
   Bankr. S.D. Texas Case No. 10-34619
      Chapter 11 Petition Filed May 31, 2010
         See http://bankrupt.com/misc/txsb10-34619.pdf

In Re Sino-Plus Investment Corporation
   Bankr. S.D. Texas Case No. 10-34612
      Chapter 11 Petition Filed May 31, 2010
         See http://bankrupt.com/misc/txsb10-34612.pdf

In Re Speedway Condo Project, L.P.
   Bankr. W.D. Texas Case No. 10-11533
      Chapter 11 Petition Filed May 31, 2010
         See http://bankrupt.com/misc/txwb10-11533.pdf

In Re R & B Business Holdings, Inc.
        dba R & B Business Holdings, Inc.
        aka Country Side Bar and Grill
        dba The Country Side
   Bankr. D. Ore. Case No. 10-63370
     Chapter 11 Petition Filed June 1, 2010
         See http://bankrupt.com/misc/orb10-63370.pdf

In Re B. F. Hawkins, Ltd.
        dba Hawkin's Clearwater Car Wash
   Bankr. E.D. Texas Case No. 10-41821
     Chapter 11 Petition Filed June 1, 2010
         See http://bankrupt.com/misc/txeb10-41821.pdf

In Re Yosuf Maiwandi
   Bankr. C.D. Calif. Case No. 10-32463
      Chapter 11 Petition Filed June 2, 2010
         Filed As Pro Se

In Re Back Into Health Chiropractic, Inc.
        dba Mind, Body, Spirit Wellness Center
   Bankr. M.D. Fla. Case No. 10-04798
      Chapter 11 Petition Filed June 2, 2010
         See http://bankrupt.com/misc/flmb10-04798.pdf

In Re Glencoe North LLC
   Bankr. M.D. Fla. Case No. 10-04787
      Chapter 11 Petition Filed June 2, 2010
         See http://bankrupt.com/misc/flmb10-04787.pdf

In Re Amanda K. Corp.
   Bankr. S.D. Fla. Case No. 10-25450
      Chapter 11 Petition Filed June 2, 2010
         See http://bankrupt.com/misc/flsb10-25450.pdf

In Re Global Educational Center, Inc.
        dba Bright Stars Academy
   Bankr. S.D. Fla. Case No. 10-25449
      Chapter 11 Petition Filed June 2, 2010
         See http://bankrupt.com/misc/flsb10-25449.pdf

In Re BE BE Homes, LLC
   Bankr. S.D. Ind. Case No. 10-08323
      Chapter 11 Petition Filed June 2, 2010
         See http://bankrupt.com/misc/insb10-08323.pdf

In Re Robert F. Rood, IV
   Bankr. D. Md. Case No. 10-22378
      Chapter 11 Petition Filed June 2, 2010
         Filed As Pro Se

In Re Paul F. Quirk
   Bankr. D. Mass. Case No. 10-16068
      Chapter 11 Petition Filed June 2, 2010
         See http://bankrupt.com/misc/mab10-16068.pdf

In Re Shelby Packaging Company
   Bankr. E.D. Mich. Case No. 10-58181
      Chapter 11 Petition Filed June 2, 2010
         See http://bankrupt.com/misc/mieb10-58181p.pdf
         See http://bankrupt.com/misc/mieb10-58181c.pdf

In Re Hennen Udder Farms
   Bankr. D. Minn. Case No. 10-34080
      Chapter 11 Petition Filed June 2, 2010
         See http://bankrupt.com/misc/mnb10-34080.pdf

In Re CENT-COMM LLC
   Bankr. D. Nev. Case No. 10-20276
      Chapter 11 Petition Filed June 2, 2010
         Filed As Pro Se

In Re Bridge Associates of Brodheadsville, LLC
   Bankr. E.D. N.Y. Case No. 10-74215
      Chapter 11 Petition Filed June 2, 2010
         See http://bankrupt.com/misc/nyeb10-74215.pdf

In Re Mendoza Ventures, LLC
        dba Hugo's at Wexford
   Bankr. D. S.C. Case No. 10-03901
      Chapter 11 Petition Filed June 2, 2010
         See http://bankrupt.com/misc/scb10-03901.pdf

In Re Anaheim Plating and Polishing, Inc.
   Bankr. C.D. Calif. Case No. 10-17532
      Chapter 11 Petition Filed June 3, 2010
         See http://bankrupt.com/misc/cacb10-17532.pdf

In Re Desert Hills 1 LLC
   Bankr. C.D. Calif. Case No. 10-27119
      Chapter 11 Petition Filed June 3, 2010
         See http://bankrupt.com/misc/cacb10-27119.pdf

In Re Thai Spice Inc.
   Bankr. C.D. Calif. Case No. 10-17535
      Chapter 11 Petition Filed June 3, 2010
         See http://bankrupt.com/misc/cacb10-17535.pdf

In Re Sonia Martha Harris
   Bankr. N.D. Calif. Case No. 10-46407
      Chapter 11 Petition Filed June 3, 2010
         Filed As Pro Se
In Re Egret Pond, LLC
   Bankr. S.D. Fla. Case No. 10-25618
      Chapter 11 Petition Filed June 3, 2010
         Filed As Pro Se

In Re World Renow Brokers, LLC
   Bankr. N.D. Ga. Case No. 10-76515
      Chapter 11 Petition Filed June 3, 2010
         See http://bankrupt.com/misc/ganb10-76515.pdf

In Re T T & C Propane, Inc.
        dba Kamper's LP Gas
   Bankr. S.D. Ill. Case No. 10-40877
      Chapter 11 Petition Filed June 3, 2010
         See http://bankrupt.com/misc/ilsb10-40877.pdf

In Re J&B Clubhouse Tavern Inc.
   Bankr. S.D. N.Y. Case No. 10-23140
      Chapter 11 Petition Filed June 3, 2010
         Filed As Pro Se

In Re Twenty Plus, LLC
   Bankr. S.D. N.Y. Case No. 10-12996
      Chapter 11 Petition Filed June 3, 2010
         See http://bankrupt.com/misc/nysb10-12996.pdf

In Re JFK Remodeling Incorporated
        aka JFK Flooring And Remodeling
   Bankr. E.D. Va. Case No. 10-14634
      Chapter 11 Petition Filed June 3, 2010
         See http://bankrupt.com/misc/vaeb10-14634.pdf

In Re Blackberry Enterprises Inc.
   Bankr. S.D. W.Va. Case No. 10-30493
      Chapter 11 Petition Filed June 3, 2010
         See http://bankrupt.com/misc/wvsb10-30493.pdf

In Re Michael F. O'Rourke
   Bankr. W.D. Wash. Case No. 10-16411
      Chapter 11 Petition Filed June 3, 2010
         See http://bankrupt.com/misc/wawb10-16411.pdf

In Re Marlys Vance Vasterling
   Bankr. C.D. Calif. Case No. 10-17565
      Chapter 11 Petition Filed June 4, 2010
         See http://bankrupt.com/misc/cacb10-17565.pdf

In Re Spectrum Glass and Aluminum, Inc.
   Bankr. C.D. Calif. Case No. 10-32803
      Chapter 11 Petition Filed June 4, 2010
         Filed As Pro Se

In Re Tommy Cooks
      Cynthia Rosales
   Bankr. C.D. Calif. Case No. 10-27339
      Chapter 11 Petition Filed June 4, 2010
         Filed As Pro Se

In Re RSK, LLC
   Bankr. S.D. Fla. Case No. 10-25829
      Chapter 11 Petition Filed June 4, 2010
         See http://bankrupt.com/misc/flsb10-25829.pdf

In Re Georgia Outdoor Sports, Inc.
   Bankr. M.D. Ga. Case No. 10-31011
      Chapter 11 Petition Filed June 4, 2010
         See http://bankrupt.com/misc/gamb10-31011.pdf

In Re Keith Andrew Clarke
      Sheri Lynn Clarke
   Bankr. N.D. Ga. Case No. 10-76618
      Chapter 11 Petition Filed June 4, 2010
         See http://bankrupt.com/misc/ganb10-76618.pdf

In Re C.O. Logging, Inc.
   Bankr. S.D. Ga. Case No. 10-60500
      Chapter 11 Petition Filed June 4, 2010
         See http://bankrupt.com/misc/gasb10-60500p.pdf
         See http://bankrupt.com/misc/gasb10-60500c.pdf

In Re Midwest Technical Consultants Inc.
   Bankr. N.D. Ill. Case No. 10-25447
      Chapter 11 Petition Filed June 4, 2010
         See http://bankrupt.com/misc/ilnb10-25447.pdf

In Re Highland Community Association, Inc.
   Bankr. D. Md. Case No. 10-22606
      Chapter 11 Petition Filed June 4, 2010
         See http://bankrupt.com/misc/mdb10-22606.pdf

In Re Tellco Development, LLC
   Bankr. N.D. Miss. Case No. 10-12762
      Chapter 11 Petition Filed June 4, 2010
         See http://bankrupt.com/misc/msnb10-12762.pdf

In Re Marilyn G. Barnes U/I/T 12-5-89
        aka Marilyn G. Barnes Trust, U/I/T Dated 12/5/89
   Bankr. E.D. Mo. Case No. 10-46271
      Chapter 11 Petition Filed June 4, 2010
         Filed As Pro Se

In Re A-1 Quality Industrial & Marine LLC
        dba ALOHA TRANSPORT & SET-UP
        dba ALOHA MOBILE HOMES
        dba ALOHA TRANSPORTATION
        dba ALOHA WATERMAKERS
        dba ALOHA TRANSPORT
   Bankr. D. Nev. Case No. 10-20410
      Chapter 11 Petition Filed June 4, 2010
         See http://bankrupt.com/misc/nvb10-20410.pdf

In Re APM Financial Solutions, LLC
   Bankr. D. N.J. Case No. 10-27239
      Chapter 11 Petition Filed June 4, 2010
         See http://bankrupt.com/misc/njb10-27239.pdf

In Re Janitorial Services USA
   Bankr. E.D. N.C. Case No. 10-04542
      Chapter 11 Petition Filed June 4, 2010
         Filed As Pro Se

In Re Pro Power Equipment, LLC
   Bankr. N.D. Ohio Case No. 10-33894
      Chapter 11 Petition Filed June 4, 2010
         See  http://bankrupt.com/misc/ohnb10-33894.pdf

In Re Everett Bayne
      Cynthia Bayne
   Bankr. E.D. Okla. Case No. 10-80993
      Chapter 11 Petition Filed June 4, 2010
         See http://bankrupt.com/misc/okeb10-80993.pdf

In Re Site Services, LLC
   Bankr. N.D. Okla. Case No. 10-11897
      Chapter 11 Petition Filed June 4, 2010
         See http://bankrupt.com/misc/oknb10-11897.pdf

In Re Henry Abel Pol
      Patricia Ann Pol
        aka Patricia Ward Pol
   Bankr. D. S.C. Case No. 10-04028
      Chapter 11 Petition Filed June 4, 2010
         Filed As Pro Se

In Re William Szathmary
        aka Bill Dana
      Evelyn Shular Szathmary
        aka Evelyn Dana
   Bankr. M.D. Tenn. Case No. 10-05933
      Chapter 11 Petition Filed June 5, 2010
         See http://bankrupt.com/misc/tnmb10-05933.pdf

In Re Yukon Harbor, LLC
   Bankr. W.D. Wash. Case No. 10-16456
      Chapter 11 Petition Filed June 4, 2010
         See http://bankrupt.com/misc/wawb10-16456.pdf

In Re Romualdo Antonio Perdomo
      Ruth Perdomo
   Bankr. D. Nev. Case No. 10-20490
      Chapter 11 Petition Filed June 6, 2010
         See http://bankrupt.com/misc/nvb10-20490.pdf

In Re B.A.R. Engineering and Manufacturing, Inc.
        c/o Illyssa I. Fogel, Attorney
   Bankr. C.D. Calif. Case No. 10-33015
      Chapter 11 Petition Filed June 7, 2010
         See http://bankrupt.com/misc/cacb10-33015.pdf

In Re Samra University Of Oriental Medicine
   Bankr. C.D. Calif. Case No. 10-33116
      Chapter 11 Petition Filed June 7, 2010
         See http://bankrupt.com/misc/cacb10-33116.pdf

In Re Goldstein Family Limited Partnership 957
   Bankr. N.D. Ill. Case No. 10-25764
      Chapter 11 Petition Filed June 7, 2010
         See http://bankrupt.com/misc/ilnb10-25764.pdf

In Re Glenn's Tile Inc.
   Bankr. E.D. Mich. Case No. 10-33233
      Chapter 11 Petition Filed June 7, 2010
         See http://bankrupt.com/misc/mieb10-33233p.pdf
         See http://bankrupt.com/misc/mieb10-33233c.pdf

In Re Farah Divanbeigi
   Bankr. D. Nev. Case No. 10-20580
      Chapter 11 Petition Filed June 7, 2010
         See http://bankrupt.com/misc/nvb10-20580.pdf

In Re Grzegorz A. Giza
   Bankr. D. N.J. Case No. 10-27441
      Chapter 11 Petition Filed June 7, 2010
         Filed As Pro Se

In Re Rejuvenation, LLC
   Bankr. D. N.J. Case No. 10-27485
      Chapter 11 Petition Filed June 7, 2010
         See http://bankrupt.com/misc/njb10-27485.pdf

In Re Louis Belcher
        aka Belcher Enterprises
      Gloria Belcher
        aka Belcher Enterprises
   Bankr. E.D. N.C. Case No. 10-04552
      Chapter 11 Petition Filed June 7, 2010
         Filed As Pro Se

In Re Northwest Home Health, Inc.
   Bankr. W.D. Okla. Case No. 10-13466
      Chapter 11 Petition Filed June 7, 2010
         See http://bankrupt.com/misc/okwb10-13466.pdf

In Re Performa Entertainment Real Estate, Inc.
   Bankr. W.D. Tenn. Case No. 10-26100
      Chapter 11 Petition Filed June 7, 2010
         See http://bankrupt.com/misc/tnwb10-26100.pdf



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard
C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez,
Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2010.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


                  *** End of Transmission ***