TCR_Public/100622.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Tuesday, June 22, 2010, Vol. 14, No. 171

                            Headlines

AFFIRMATIVE INSURANCE: A.M. Best Cuts Issuer Credit Rating to bb-
AMBAC FINANCIAL: Shareholders Elect Eight Directors
AMBAC FINANCIAL: Enters Into Debt for Equity Exchanges
AMERICA'S SUPPLIERS: Stockholders Re-Elect All Five Directors
AMERICAN CAPITAL: S&P Keeps 'CC' Counterparty Credit Rating

AMERICAN COMMERCIAL: S&P Affirms 'B' Corporate Credit Rating
ANADARKO PETROLEUM: Moody's Downgrades Debt Rating to 'Ba1'
ANNALY BAY: Hearing on Chapter 11 Case Dismissal Set for July 1
ANNALY BAY: Section 341(a) Meeting of Creditors Today
ARVCO CAPITAL: California Wants D. Pasternak to Remain Custodian

ARVCO CAPITAL: Section 341(a) Meeting Scheduled for July 19
ARVCO CAPITAL: Taps Belding Harris as Bankruptcy Counsel
ARVCO CAPITAL: Wants to Hire Cooley as Co-Counsel
ASPEN MAIN: Court Approves August 17 Auction of Real Property
BANKERS LIFE: A.M. Best Affirms 'B-' Financial Strength Rating

BANKUNITED FINANCIAL: Files Income Tax Return and Refund Claim
BEAR ISLAND: Creditors Have Until July 6 to File Proofs of Claim
BLOCKBUSTER INC.: 2 Firms Recommend Vote 'For' Director Nominees
BULOVA TECH: Gets Interim Access to Park Avenue's Cash Collateral
BULOVA TECH: Files Schedules of Assets and Liabilities

BUTTRUM GOODYEAR: Court Lifts Hanover's Stay, Dismisses Case
CABLEVISION SYSTEMS: Has Agreement to Acquire Bresnan
CALIFORNIA COASTAL: Wilmington Trust Opposes Exit Financing
CALIFORNIA COASTAL: Gets Court OK for $184 Million Exit Financing
CANWEST GLOBAL: Micallef Resigns from Board of Directors

CANWEST GLOBAL: Monitor's Report on CMI's CCAA Proceedings
CANWEST GLOBAL: Monitor's Report on LP's CCAA Proceedings
CAPMARK FINANCIAL: Creditors Question $1.5 Billion Secured Loan
CAROLYN BATTLE: Case Summary & 20 Largest Unsecured Creditors
CATALYST PAPER: Names Kevin Clarke as President & CEO

CENTRAL METAL: Unsec. Creditors Back Chapter 11 Exit Plan
CHARLES SADEN: Case Summary & 20 Largest Unsecured Creditors
CHARLESTON ASSOCIATES: Files for Chapter 11 in Wilmington
CHARLESTON ASSOCIATES: Case Summary & 20 Largest Unsec Creditors
CHEMTURA CORP: Board Adopts 2010 Management Incentive Plan

CHEMTURA CORP: Has Plan Support Pact With Unsecureds & Bonholders
CHEMTURA CORP: Plan Estimates $1.35 Bil. Enterprise Value
CHEMTURA CORP: Plan Solicitation Period Extended Until Nov. 17
CHEMTURA CORP: Seeks to Retain UBS Securities as Financial Advisor
CHESAPEAKE ENERGY: Redeems 6.375% Senior Notes Due 2015

CIRCUIT CITY: Court Gives Parties More Time to Agree on Plan
CIRCUIT CITY: G. McCall Wants $18 Mil. Reserve for 503(b)(9) Claim
CKE RESTAURANTS: S&P Puts 'BB-' Rating on CreditWatch Negative
COLUMBIA LAKE: Moody's Assigns 'Ba2' Rating on $100 Mil. Facility
COMFORCE CORP: Shareholders Elect 6 to Board of Directors

CONTECH CONSTRUCTION: S&P Puts 'B-' Rating on CreditWatch Negative
CONTINENTAL AIRLINES: Expects to End Q2 with $3.5-Bil. Cash
CONTINENTAL AIRLINES: Local Governments, et al. Support Merger
CONTINENTAL AIRLINES: Testifies, With UAL, Before House Panel
C.P.A. INSURANCE: A.M. Best Upgrades FSR to 'B+'

DANAOS CORP: Financial Covenant Violations Cue Going Concern Doubt
DAVI SKIN: Files for Chapter 11 Protection
DAVID MEARS: Creditors Have Until July 10 to File Proofs of Claim
DENTON LONE: Disclosure Statement Hearing Set for July 19
DETROIT MEDICAL: Focus Management Reviewing Sale to Vanguard

DRAGON PHARMA: To Ask Shareholders in July to OK Merger
DYNCORP INTERNATIONAL: Gets Requisite Consents for 2013 Notes
ECHELON PROPERTY: A.M. Best Upgrades FSR to 'B+'
EMMIS COMMUNICATIONS: LKCM Funds Cut Class A Stake to 4.9%
ENERGAS RESOURCES: Posts $77,600 Net Loss for April 30 Quarter

EVEREADY INSURANCE: A.M. Best Cuts Issuer Credit Rating to 'bb'
EXTENDED STAY: Committee Wants Exclusivity Terminated
EXTENDED STAY: Court Affirms Auction Results, Centerbridge Deal
EXTENDED STAY: U.S. Bank Has Time to Make Election on $4B Claim
ENVIROSOLUTIONS HOLDINGS: Second-Lien Creditors Oppose Plan

FAM PROPERTIES: Files for Bankruptcy to Avoid Foreclosure
FANITA RANCH: U.S. Trustee Forms 3-Member Creditors Committee
FIBREK INC: S&P Raises Corporate Credit Rating to 'B-'
FIRST AMERICAN: A.M. Best Withdraws 'bb' Debt Ratings
FREESCALE SEMICONDUCTOR: Cancels Registration of Stock Units

FREMONT GENERAL: Inks Subscription Pacts With Signature Investors
FUNDAMENTAL PROVISIONS: Court OKs Sale of Property for $921,000
GARLOCK SEALING: Official Asbestos PI Claimants Panel Formed
GARLOCK SEALING: Official Creditors Committee Formed
GEOKINETICS HOLDINGS: S&P Downgrades Corp. Credit Rating to 'B-'

GOLDSPRING INC.: Has Deal for Debt Financing Hike to $5.6-Mil.
GROUP 1 AUTOMOTIVE: S&P Keeps 'B+' Rating; Outlook Now Positive
GUN LAKE: Moody's Assigns 'B3' Corporate Family Rating
HAWKEYE RENEWABLES: Successfully Emerges From Bankruptcy
HINGHAM GROUP: AM Best Places 'bb' Issuer Rating Under Review

HOWARD RIFAS: Section 341(a) Meeting Scheduled for July 1
HOWARD RIFAS: Files List of Seven Largest Unsecured Creditors
IG MERGER: Moody's Assigns 'B2' Corporate Family Rating
IGLOO MERGER: Moody's Assigns 'B2' Corporate Family Rating
INSIGHT GLOBAL: S&P Assigns 'B' Corporate Credit Rating

INTRAWEST ULC: Explores Sale of Whistler Ski Resort
IRVINE SENSORS: Issues Over 5% Outstanding Shares of Common Stock
JACK-IN-THE-BOX INC: Moody's Puts 'Ba3' Rating on $400 Mil. Loan
JACK-IN-THE-BOX INC: S&P Affirms 'BB-' Corporate Credit Rating
JAN KIRSTEN: Case Summary & 20 Largest Unsecured Creditors

JDA SOFTWARE: Lawsuit Verdict Won't Affect Moody's 'B1' Rating
KANSAS CITY SOUTHERN: Moody's Affirms 'B1' Corporate Family Rating
KEYLIME COVE: Emerges From Chapter 11 Bankruptcy Protection
KIK CUSTOM: S&P Gives Stable Outlook; Affirms 'CCC+' Rating
KL ENERGY: Posts $1.5 Million Net Loss for Q1 2010

KODAK: Fitch Upgrades Senior Unsecured Notes to 'B+/RR2'
LEHMAN BROTHERS: Judge Denies SunCal Bid to Block Fenway Deal
MARKET STREET: Eisenberg Investments DIP Loan Gets Final OK
METRO-GOLDWYN-MAYER: Spyglass Is Lead Contender to Run Studio
MILLENNIUM MULTIPLE: Files Schedules of Assets & Liabilities

MILLENIUM MULTIPLE: Taps Mock Schwabe as Bankruptcy Counsel
MILLENIUM MULTIPLE: Wants to Hire Kurtzman Carson as Notice Agent
MINDEN GATEWAY: Sells Assets Back to Calif. National for $2.15MM
MPG TERRAPIN: Chapter 11 Filing Done in Bad Faith, Judge Rules
MORGUARD REAL ESTATE: DBRS Confirms Issuer Rating at 'BB'

NELNET INC: Moody's Affirms Issuer Rating at 'Ba1'
NORTH CAROLINA MUTUAL: AM Best Affirms 'C+' FSR
OPTI CANADA: Board to Continue to Explore Strategic Alternative
PAT JAMES: Files for Chapter 11 Bankruptcy Protection
PEABODY ENERGY: Fitch Assigns 'BB+' Rating on $1.5 Bil. Loan

PEABODY ENERGY: S&P Affirms Corporate Credit Rating at 'BB+'
PEEK'N PEAK: Owes $1.2 Million in Property Taxes
PHISH HOUSE: Case Summary & Largest Unsecured Creditor
PINE MOUNTAIN: Files Schedules of Assets and Liabilities
PINE MOUNTAIN: Files List of 20 Largest Unsecured Creditors

PRIME STAR: Posts $298,800 Net Loss for First Quarter
RAFAELLA APPAREL: Inks Equity Incentive Award Agreements
REALOGY CORP: S&P Gives Developing Outlook; Affirms 'CC' Rating
REMEDIAL CYPRUS: Says Yantai Raffles Slowing Sale of Vessels
RIM DEVELOPMENT: Proposes to Pay Claims from Property Sales

ROBERT GILBERT: Files Schedules of Assets and Liabilities
RYLAND GROUP: Files Annual Report on Savings Opportunity Plan
SANMINA: Fitch Upgrades Senior Unsecured Notes to 'BB/RR1'
SEQUENOM INC: Board Adds CFO Paul Maier to Benefit Plan
SMART ONLINE: Atlas Capital Holds 40% of Common Stock

SMURFIT-STONE CONTAINER: Court Confirms Plan of Reorganization
SOJAC I: Files for Chapter 11 Bankruptcy Protection
SONIC AUTOMOTIVE: S&P Gives Positive Outlook; Keeps 'B+' Rating
STATION CASINOS: Files First Amended Plan & Disclosure Statement
STATION CASINOS: Proposes to Reject Option Agreement With UAIC

STATION CASINOS: Parties Object to Stay of Auction
SUMMER REGIONAL: Can Sell Assets to LifePoint for $145 Million
TARRAGON CORP: Court Approves Amended Reorganization Plan
TEXAS RANGERS: Unsecureds Now to Recover 100% Plus Interest
TLC VISION: Medical Management Appeals Confirmation Order

TOP SHIPS: Deloitte Hadjipavlou Raises Going Concern Doubt
TOP SHIPS: Reports $884,000 Net Income in Q1 Ended March 31
TRICO MARINE: Inks Support Agreement & Commitment Letter
TRICO MARINE: S&P Downgrades Corporate Credit Rating to 'D'
TRONOX INC: To Extend DIP Financing Until September 24

TRUE NORTH: Posts $3.6 Million Net Loss for Q1 2010
UAL CORP: Local Governments, et al., Support Merger
UAL CORP: Testifies, With Continental, Before House Panel
VISTEON CORP: Receives Approval of Plan Financing
WASHINGTON MUTUAL: Stockholders' Meeting Dispute Resent to Del.

WOLF CREEK: Section 341(a) Meeting Scheduled for July 8
WOLF CREEK: Taps Miller Guymon as Bankruptcy Counsel
WOLF CREEK: Wants Jeffrey Heilbrun as Chief Restructuring Officer
W.R. GRACE: Has Deal on Munich Re Insurance Coverage Disputes
W.R. GRACE: Court Approves December 31 Quarter Fee Applications

W.R. GRACE: Names D. Van Inwegen as Construction Products CFO
W.R. GRACE: Names A. Nielsen as Operating Segment Chief Counsel
ZACHARY MILLER: Case Summary & 20 Largest Unsecured Creditors

* Bank Failures This Year Now 83 as Nevada Bank Shut Friday
* S&P List of Global Corporate Defaults Total 39 So Far in 2010
* Merisant Worldwide Wins Corporate Turnaround of the Year Award

* Large Companies with Insolvent Balance Sheets


                            *********


AFFIRMATIVE INSURANCE: A.M. Best Cuts Issuer Credit Rating to bb-
-----------------------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating (FSR)
to B- (Fair) from B (Fair) and issuer credit ratings (ICR) to
"bb-" from "bb+" of Affirmative Insurance Group (the group) and
its members.  A.M. Best also has downgraded the ICR to "ccc+" from
"b" of the parent company, Affirmative Insurance Holdings, Inc.
(Affirmative) (headquartered in Addison, TX) [NASDAQ: AFFM].  The
outlook for all ratings has been revised to negative from stable.

The downgrades are based on the group's weakened capital position
and recent unfavorable underwriting results.  The group's
underwriting performance in recent years has been severely
impacted by increased losses mainly from adverse reserve
development on prior accident years from its Florida operations.
In response, the group entered into a sale/leaseback transaction
in May 2010 to improve its surplus position by approximately
$28 million and began to issue notices of non-renewal to insured
customers in Florida.  Through first quarter 2010, although
slightly improved over the prior year, the group's loss and loss
adjustment expenses were adversely impacted by the recent change
in business mix due to growth in Texas and Michigan, which operate
at higher loss ratios than core business.

The ratings also consider the elevated tangible financial leverage
of Affirmative.  Although non-regulated insurance subsidiaries
generate adequate cash flow to service debt obligations, there is
potential pressure on the parent's insurance subsidiaries to
provide dividends for debt servicing or other holding company
obligations.  However, the group currently cannot pay any
dividends without prior regulatory approval due to a negative
unassigned surplus position.

The negative outlook reflects the potential for continued
deterioration in the group's capital position based on its current
business plan and the ongoing challenges of the highly competitive
non-standard personal automobile market.  A.M. Best acknowledges
that management has taken steps to improve profitability as
reflected by Affirmative's recent withdrawal from the Florida
market, along with other expense savings initiatives.  However,
the ratings remain under pressure pending sustained improvement of
the group's earnings and risk-adjusted capitalization.

The FSR has been downgraded to B- (Fair) from B (Fair) and the
ICRs to "bb-" from "bb+" for Affirmative Insurance Group and its
following members:

  -- Affirmative Insurance Company
  -- Insura Property and Casualty Insurance Company, Inc.
  -- Affirmative Insurance Company of MI
  -- USAgencies Casualty Insurance Company, Inc.


AMBAC FINANCIAL: Shareholders Elect Eight Directors
---------------------------------------------------
Ambac Financial Group Inc. reported that directors were elected by
shareholders to serve on the board of directors:

  * Michael A. Callen
  * Jill M. Considine
  * Paul DeRosa
  * Philip Duff
  * Thomas C. Theobald
  * Laura S. Unger
  * Henry D. G. Wallace
  * David W. Wallis

In addition, at the annual meeting of shareholders, the equity
holders approved:

   -- an amendment to the company's charter to effect a reverse
      stock split.

   -- the tax benefit preservation plan.

   -- the appointment of KPMG LLP, as independent auditors of the
      Company and its subsidiaries for 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.


AMBAC FINANCIAL: Enters Into Debt for Equity Exchanges
------------------------------------------------------
Ambac Financial Group Inc. entered into a series of debt for
equity exchanges with certain holders of the Company's 9 3/8%
debentures, due August 2011, pursuant to separate agreements.
Pursuant to these agreements, the Company:

   i) has issued an aggregate of 4,810,355 shares of its common
      stock in exchange for $8.112 million in aggregate principal
      amount of the debentures and

  ii) has agreed to issue 225,713 additional shares of its common
      stock in exchange for an additional $388,000 in aggregate
      principal amount of the debentures.

The exchanges are exempt from registration under Section 3(a)(9)
of the Securities Act of 1933, as amended. No commission or other
remuneration was paid or given directly or indirectly in
connection with the exchanges.  Following the consummation of the
exchange offers described above, the Company will have 293,420,336
shares of common stock outstanding.

                      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.


AMERICA'S SUPPLIERS: Stockholders Re-Elect All Five Directors
-------------------------------------------------------------
America's Suppliers Inc. held its Annual Meeting of Stockholders
on June 16, 2010.  The Company's stockholders re-elected all five
directors nominated by the Board of Directors:

   * Peter Engel
   * Christopher Baker
   * Lawrence Schafran
   * Vincent Pino
   * Justiniano Gomes

In addition, stockholders ratified the appointment of Malone &
Bailey, LLP, as the Company's independent registered public
accounting firm for the year ending December 31, 2010.

                     About America's Suppliers

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

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

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


AMERICAN CAPITAL: S&P Keeps 'CC' Counterparty Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it is keeping its
'CC' counterparty credit and senior unsecured debt ratings on
American Capital Ltd. on CreditWatch with negative implications,
where they were placed on May 7, 2010.

"S&P decided to keep the ratings on ACAS on CreditWatch negative
following the company's announcement on June 15 that it made
certain amendments to its offer to exchange its outstanding
unsecured public and private notes," said Standard & Poor's credit
analyst Sebnem Caglayan.

Under the amended terms, the private noteholders and public
bondholders, and lenders of the company's credit facility, may now
choose whether to receive consideration all in cash or all in the
previously offered secured amortizing notes, rather than choosing
cash or amortizing notes and there being a possibility of
receiving a combination of cash and amortizing notes.

Also, as it announced on June 9, 2010, the company is now offering
nonamortizing secured new notes (call-protected secured notes) to
its public bondholders only, rather than the previously announced
amortizing secured notes, if public bondholders choose securities
over cash.

As of June 15, ACAS had cash and marketable securities of
approximately $1.4 billion.  Accordingly, under a scenario in
which all of the $2.35 billion outstanding unsecured debtholders
elect the all-cash option, ACAS may face a liquidity crunch and
could have difficulty securing the financing required to make the
necessary $2.35 billion cash payment.

Under a scenario in which any debtholder elects to receive the
previously offered secured notes -- whether amortizing, or
nonamortizing in the case of public bondholders -- the newly
issued secured notes will extend the maturity of certain of the
firm's original debt obligations, which would continue to
constitute a distressed debt exchange offer under S&P's published
criteria.

The CreditWatch negative action reflects S&P's expectation that
S&P will lower the counterparty credit rating to 'SD' and the
affected debt ratings to 'D' on ACAS upon completion of the
exchange offer.

If ACAS is unable to complete the out-of-court restructuring and
has to resort to a prepackaged in-court restructuring or other
form of bankruptcy filing or restructuring, and if this causes it
to interrupt its payment of debt service, S&P would lower the
counterparty rating on ACAS to 'D'.

In the longer term, once the company completes its exchange offer
or other restructuring actions, if any, S&P will reassess ACAS'
credit profile.


AMERICAN COMMERCIAL: S&P Affirms 'B' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Jeffersonville, Ind.-based American Commercial
Lines Inc.  The outlook is negative.

At the same time, S&P affirmed the 'B+' rating on the company's
$200 million senior secured second-lien notes, one notch above the
corporate credit rating.  The '2' recovery rating on that debt is
unchanged, indicating S&P's expectations that lenders would
receive a substantial (70% to 90%) recovery in a payment default
scenario.  As of March 31, 2010, ACL had about $490 million of
lease-adjusted debt.

The ratings on ACL reflect its highly leveraged financial profile
and participation in the highly competitive and capital-intensive
barge shipping industry.  The ratings also reflect ACL's exposure
to various demand swings due to economic changes, seasonally
fluctuating export volumes, and vulnerability to weather-related
disruptions to operations.  Positive credit factors include the
company's substantial market position in the U.S. domestic inland
barge dry cargo industry, with some diversification from its
liquid barge transportation and manufacturing segments, and
competitive barriers to entry under the Jones Act.  The Jones Act
requires that U.S.-built vessels that are registered in the U.S.,
with crews consisting of U.S. citizens, carry shipments between
U.S. ports.  These requirements prevent direct competition from
foreign-flagged vessels.  ACL operates a fleet of Jones Act-
qualified vessels.

"The negative outlook reflects S&P's expectation that earnings and
cash flow could remain under pressure due to the still weak,
albeit improving, economic outlook and its view that reduced
demand for new barges could, in the near term, materially affect
the company's barge manufacturing segment," said Standard & Poor's
credit analyst Funmi Afonja.  If economic pressures or weather-
related disruptions to operations caused earnings to decline,
resulting in funds from operations to total debt to fall to around
10%, S&P could lower the ratings.  "Assuming continued gradual
economic recovery caused funds from operations to debt to move
into the high-teens percentage area, S&P could revise the outlook
to stable, which S&P views as a more likely scenario," she
continued.


ANADARKO PETROLEUM: Moody's Downgrades Debt Rating to 'Ba1'
-----------------------------------------------------------
Moody's Investors Service downgraded Anadarko Petroleum
Corporation's and its guaranteed subsidiaries' long-term debt
rating to Ba1 from Baa3 and placed the long-term ratings under
review for further possible downgrade.  Moody's also assigned a
Ba1 Corporate Family Rating.

Moody's action reflects the considerable uncertainty around
Anadarko's potential 25% share of the cleanup costs and the
associated financial liabilities and fines stemming from the April
20 Deepwater Horizon rig explosion and subsequent oil spill in the
Gulf of Mexico.  Moody's expects the consequences of the spill
will negatively impact Anadarko's credit profile over the medium
term, reflecting BP's continued inability to stop the leak, the
increasing revisions in the magnitude of the spill, and mounting
claims.

Moody's anticipates Anadarko, as BP's partner in the well, will
meet its responsibilities through some allocation of some portion
of the liability from the accident.  Moody's believes the ongoing
uncontrolled flow from the well will result in higher containment
and clean-up costs than initially expected, as well as potential
further increases in litigation costs and fines in view of the
widespread damage caused to the economies of the coastal regions
affected by the oil spill.

The review for downgrade reflects the considerable uncertainty
relating to the size of future financial liabilities facing
Anadarko.  At this time it is not known how much of the continuing
accruing costs will be offset by contractual rights or will have
to be met by the company, and to what extent this will impact its
financial and liquidity profiles.  Anadarko's financial position
has recently benefited from robust operating results and cash flow
generation, which provides some cushion against the potential
financial impact of the incident; albeit management may have to
take additional actions to ensure the company has adequate
flexibility.

Anadarko holds insurance to cover the first $178 million of its
share of clean-up costs and another $1.6 billion is available
from the Federal Oil Spill Liability Trust Fund.  Additionally,
the company has approximately $3.5 billion of cash on hand,
$1.3 billion of available revolving credit, and no debt due
through the rest of 2010.  Over the next two years, debt due
totals $707 million in 2011, and $170 million in 2012.  In
addition, the company has other levers which it could use,
including re-allocating capital spending, selling assets, delaying
other spending, and the farm-out of assets, as necessary.

To date in 2010 Anadarko has experienced robust growth from
production.  While the US Government-mandated moratorium on
deepwater drilling is likely to affect the company's near-term
capital plans, near-term production growth should not be affected
as it can potentially shift exploration and development plans to
other parts of the world for the next two-to-three year horizon.

The last rating action on Anadarko was June 4, 2010, at which time
Moody's changed the company's outlook to negative from stable.

Anadarko Petroleum Corporation, a large independent exploration
and production company, is headquartered in The Woodlands, Texas.


ANNALY BAY: Hearing on Chapter 11 Case Dismissal Set for July 1
---------------------------------------------------------------
The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of the Virgin Islands will consider the dismissal of the
Chapter 11 cases of Annaly Bay Development, LLC, and Annaly Bay
Corporation at a hearing on July 1, 2010, at 10:00 a.m.  The
hearing will be held at Almeric L. Christian Federal Building, &
Courthouse, 3013 Est. Golden Rock, St. Croix, Virgin Islands.

Creditor DelrayLand Inc. sought for the dismissal of the Debtors'
cases because it was filed in bad faith.  The creditor also asked
the Court to prohibit the Debtors from filing another case under
any chapter of the Bankruptcy Code for a period of six months.

Glendale, California-based Annaly Bay Corporation and Annaly Bay
Development, LLC, filed for Chapter 11 on April 11, 2010 (Bankr.
D. VI Case No. 10-10003 and 10-10002).  Benjamin A. Currence P.C.
assists the Debtors in their restructuring efforts.  In their
petition, the Debtor listed assets and debts both ranging from
$10,000,001 to $50,000,000.


ANNALY BAY: Section 341(a) Meeting of Creditors Today
-----------------------------------------------------
The U.S. Trustee for Region 21 has rescheduled to June 22, 2010,
at 2:00 p.m., the meeting of creditors in the Chapter 11 cases of
Annaly Bay Development, LLC, and Annaly Bay Corporation.  The
meeting will be held at the Almeric L. Christian Federal Building
& Courthouse, 3013 Golden Rock, St. Croix, Virgin Islands.

The meeting was originally scheduled on June 15.

This is the first meeting of creditors required under Section
341(a) of the 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.

Glendale, California-based Annaly Bay Corporation and Annaly Bay
Development, LLC, filed for Chapter 11 on April 11, 2010 (Bankr.
D. VI Case No. 10-10003 and 10-10002).  Benjamin A. Currence P.C.
assists the Debtors in their restructuring efforts.  In their
petition, the Debtor listed assets and debts both ranging from
$10,000,001 to $50,000,000.


ARVCO CAPITAL: California Wants D. Pasternak to Remain Custodian
----------------------------------------------------------------
The People of the State of California has asked U.S. Bankruptcy
Court for the District of Nevada to maintain David J. Pasternak as
custodian for ARVCO Capital Research, LLC, or in the alternative,
for the appointment of a Chapter 11 trustee for the Debtor.

On May 5, 2010, upon the People's application, the Superior Court
of the State of California, Los Angeles County, signed a Temporary
Restraining Order, Order Appointing Receiver and Order to Show
Cause Re Preliminary Injunction.  In the Order, the court
appointed David J. Pasternak as receiver over property owned by or
in the possession of defendants Alfred R. Villalobos and the
Debtor, including, 16 parcels of real property, funds maintained
in 21 deposit accounts at certain financial institutions and in
safe deposit boxes, artwork, and vehicles in the possession of or
owned by Mr. Villalobos.  The court ordered Mr. Pasternak to "care
for, preserve, operate, and maintain the real properties, artwork,
and vehicles."  The Order also required Mr. Villalobos to turn
over possession of the real properties, artwork, vehicles, and all
accounts and funds and enjoined Mr. Villalobos and his co-
defendant Federico R. Buenrostro Jr. from committing or permitting
any waste on any of the real and personal property and the funds
and accounts.

On May 28, 2010, the Superior Court granted the People's
application for a preliminary injunction and confirmed the
receivership.

Stateline, Nevada-based ARVCO Capital Research, LLC, together with
its affiliates, filed for Chapter 11 bankruptcy protection on June
9, 2010 (Bankr. D. Nev. Case No. 10-52249).  Stephen R. Harris,
Esq., at Belding, Harris & Patroni, Ltd., assists the Company in
its restructuring effort.  The Company listed $10,000,001
$50,000,000 in assets and $1,000,001 to $10,000,000 in
liabilities.


ARVCO CAPITAL: Section 341(a) Meeting Scheduled for July 19
-----------------------------------------------------------
The U.S. Trustee for Region 17 will convene a meeting of ARVCO
Capital Research, LLC's creditors on July 19, 2010, at 2:00 p.m.
The meeting will be held at 300 Booth Street, Room 3024, Reno, NV
89509.

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.

Stateline, Nevada-based ARVCO Capital Research, LLC, together with
its affiliates, filed for Chapter 11 bankruptcy protection on June
9, 2010 (Bankr. D. Nev. Case No. 10-52249).  Stephen R. Harris,
Esq., at Belding, Harris & Patroni, Ltd., assists the Company in
its restructuring effort.  The Company listed $10,000,001
$50,000,000 in assets and $1,000,001 to $10,000,000 in
liabilities.


ARVCO CAPITAL: Taps Belding Harris as Bankruptcy Counsel
--------------------------------------------------------
ARVCO Capital Research, LLC, has asked for authorization from the
U.S. Bankruptcy Court for the District of Nevada to employ
Belding, Harris & Petroni, Ltd., as bankruptcy counsel.

Belding Harris will, among other things:

     a. examine the preparation of records and reports;

     b. prepare applications and proposed orders to be submitted
        to the Court;

     c. examine proofs of claim anticipated to be filed herein and
        the possible prosecution of objections to certain of the
        claims; and

     d. advise and prepare a plan of reorganization, disclosure
        statement, and related documents, and confirmation of the
        plan.

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

        Stephen R. Harris                 $425
        Chris D. Nichols                  $400
        Gloria M. Petroni                 $375
        Paraprofessional                  $225

Stephen R. Harris, a member at Belding Harris, assures the Court
that the firm is a "disinterested person" as that term is defined
in Section 101(14) of the Bankruptcy Code.

Stateline, Nevada-based ARVCO Capital Research, LLC, together with
its affiliates, filed for Chapter 11 bankruptcy protection on June
9, 2010 (Bankr. D. Nev. Case No. 10-52249).  Stephen R. Harris,
Esq., at Belding, Harris & Patroni, Ltd., assists the Company in
its restructuring effort.  The Company listed $10,000,001
$50,000,000 in assets and $1,000,001 to $10,000,000 in
liabilities.


ARVCO CAPITAL: Wants to Hire Cooley as Co-Counsel
-------------------------------------------------
ARVCO Capital Research, LLC, has sought permission from the U.S.
Bankruptcy Court for the District of Nevada to employ Cooley LLP
as co-counsel.

The Debtor says that due to its complex financial matters, it has
retained Cooley as co-counsel to:

     a. represent the Debtor in its Chapter 11 proceeding, as well
        as to represent the Debtor and three other related debtors
        for which joint administration will be sought; and

     b. represent the Debtor in connection with issues arising in
        certain litigation entitled The People of the State of
        California vs. Alfred J.R. Villalobos, Arvco Capital
        Research, LLC, Federico R. Buenrostro Jr., Case No.
        SC107850, in the Superior Court of the State of
        California, County of Los Angeles, West District.

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

        Lawrence C. Gottlieb                   $910
        Richelle Kalnit                        $500
        Members & Professional Staff        $105-$1,050

Lawrence C. Gottlieb, a member at Cooley, assures the Court that
the firm is "disinterested" as that term is defined in Section
101(14) of the Bankruptcy Code.

Stateline, Nevada-based ARVCO Capital Research, LLC, together with
its affiliates, filed for Chapter 11 bankruptcy protection on June
9, 2010 (Bankr. D. Nev. Case No. 10-52249).  Stephen R. Harris,
Esq., at Belding, Harris & Patroni, Ltd., assists the Company in
its restructuring effort.  The Company listed $10,000,001
$50,000,000 in assets and $1,000,001 to $10,000,000 in
liabilities.


ASPEN MAIN: Court Approves August 17 Auction of Real Property
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized Aspen Main Street Properties, L.P., to auction its real
property located at 625 East Main Street, Aspen, Colorado, and
certain personal property related thereto.

The Debtors will conduct the auction for the assets beginning at
1:00 p.m. prevailing Mountain Time on August 17, 2010, at St.
Regis Hotel, 315 East Dean Street, Aspen, Colorado.

Interested parties with questions about the bid procedures or the
qualification process may contact the Debtors broker:

     Jim MacDonnell
     Sheldon Good & Company
     Tel: (303) 740-6050
     E-mail: jmacdonnell@sheldongood.com

The Court will consider the sale of the assets to the winning
bidder at a hearing on August 20 at 9:00 a.m.

The closing date of the sale will be September 1.  The winning
bidder may extend the closing by fourteen calendar days by placing
an additional earnest money deposit equal to 10% of the total
purchase price in escrow.

In the event of a closing with a successful bidder other than a
credit bid, a referral fee of 1% of the high bid price will be
paid by the Debtor's broker out of its commission to the real
estate broker, acting as a buyer's agent whose client pays for and
closes on the property.

                  About Aspen Main Street Partners

Dallas, Texas-based Aspen Main Street Partners, L.P., filed for
Chapter 11 bankruptcy protection on March 15, 2010 (Bankr. N.D.
Texas Case No. 10-31829).  Joyce W. Lindauer, Esq., who has an
office in Dallas, Texas, assists the Company in its restructuring
effort.  The Company estimated its assets and liabilities at
$10,000,001 to $50,000,000.


BANKERS LIFE: A.M. Best Affirms 'B-' Financial Strength Rating
--------------------------------------------------------------
A.M. Best Co. has assigned a financial strength rating (FSR) of B+
(Good) and issuer credit rating (ICR) of "bbb-" to Bankers
Specialty Insurance Company (BSIC) (Metairie, LA), a member of
Bankers Insurance Group (Bankers).  Concurrently, A.M. Best has
affirmed the FSR of B+ (Good) and ICRs of "bbb-" of Bankers and
its other property/casualty members.  The outlook for all ratings
is stable. All companies are domiciled in St. Petersburg, FL,
unless otherwise specified.  (See below for a detailed list of the
companies and ratings.)

In addition, A.M. Best has revised the outlook to stable from
negative and affirmed the FSR of B- (Fair) and ICR of "bb-" of the
group's separately rated life/health affiliate, Bankers Life
Insurance Company (Bankers Life) (St. Petersburg, FL).

The ratings of BSIC recognize its supportive risk-adjusted capital
position, as well as it being a strategic entity within Bankers as
a writer of homeowners' policies in the Louisiana marketplace.  In
addition, BSIC benefits from operational infrastructure and
financial support provided by Bankers.  The company also generates
fee income from claims handling and policy processing services.
The ratings also reflect inter-company agreements with its parent
company regarding reinsurance coverage.

The ratings of Bankers reflect its favorable risk-adjusted
capitalization and expertise in the homeowners and small
commercial niches and underwriting enhancements.  In addition, the
group continues to maintain prudent catastrophe reinsurance
programs.

These positive rating factors are somewhat offset by historical
variability in underwriting performance, aggressive premium
growth, elevated underwriting expense ratios and susceptibility to
frequent and severe weather-related events due to Bankers'
exposure in the Florida and Louisiana marketplaces.

The ratings of Bankers Life recognize its strengthened capital
level due to the capital contribution of the parent company,
although the company's risk-adjusted capitalization remains weak.

Partially offsetting these factors is the improvement in earnings
performance in the annuity product line due to a combination of
good surrender charge protection and controlled new business
production.

The FSR of B+ (Good) and ICRs of "bbb-" have been assigned to
Bankers Specialty Insurance Company, a property/casualty member of
Bankers Insurance Group.

The FSR of B+ (Good) and ICRs of "bbb-" have been affirmed for
Bankers Insurance Group and its following property/casualty
members:

  -- Bankers Insurance Company
  -- First Community Insurance Company

The FSR of B- (Fair) and ICR of "bb-" have been affirmed for
Bankers Life Insurance Company.


BANKUNITED FINANCIAL: Files Income Tax Return and Refund Claim
--------------------------------------------------------------
In a regulatory filing Friday, BankUnited Financial Corp.
discloses that on June 14, 2010, the Company, together with its
subsidiaries, filed its consolidated federal income tax return for
the year ended September 30, 2009, with the Internal Revenue
Service.  The Tax Return reported, among other things, a net
operating loss in the amount of $3,752,688,436 for the year ended
September 30, 2009.

The Company says that the Tax Return has neither been reviewed nor
accepted by the IRS as of June 18, 2010.  In addition, the Company
discloses that the Federal Deposit Insurance Corporation, in its
capacity as receiver for BankUnited, FSB, the Company's wholly-
owned former banking subsidiary, filed a motion on May 25, 2010,
in the United States Bankruptcy Court for the Southern District of
Florida seeking permission to file a competing consolidated tax
return on behalf of the Company and its subsidiaries for the year
ended September 30, 2009.  If the FDIC's Motion is granted, and
the FDIC follows certain Treasury guidelines and files a competing
consolidated tax return for the period then ended, the IRS could
accept the FDIC's tax return, accept the Company's Tax Return,
adjust the Company's Tax Return to take into account information
provided by the FDIC, or adjust the FDIC's tax return to take into
account information provided by the Company.  Further, the Company
and the FDIC are currently engaged in litigation with respect to
the ownership of certain tax refunds and other tax attributes.

In conjunction with the filing of the Tax Return, on June 17,
2010, the Company filed with the IRS an application for tentative
refund through which it elected to carry back to previous years
$129,209,049 (the "NOL Carryback") thus claiming a refund of
$42,552,226 for taxes paid in fiscal years 2003, 2005, and 2006.

If the Tax Return is accepted by the IRS as filed, then after
application of the NOL Carryback, the Company will be left with a
remaining net operating loss of $3,623,479,387 for the year ended
September 30, 2009.  The Company proposes to explore the ability
to carry the remaining net operating loss forward to future years
as the basis for a Chapter 11 plan transaction that, if confirmed
and consummated, could generate significant additional value for
the Company's bankruptcy estate and creditors.  The Company is
also considering and evaluating other alternatives to maximize the
value of its tax attributes, which could require amending the Tax
Return.

                    About BankUnited Financial

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

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

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

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


BEAR ISLAND: Creditors Have Until July 6 to File Proofs of Claim
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia has
established July 6, 2010, at 5:00 p.m. prevailing Eastern Time, as
the last day for any individual or entity to file proofs of claim
against Bear Island Paper Company, L.L.C.

The Court also set August 23 at 5:00 p.m. ET as the governmental
bar date.

                 About White Birch and Bear Island

White Birch Paper Company 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 is the U.S. subsidiary of White Birch.

Bear Island filed a voluntary petition for relief under Chapter 11
of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the
Eastern District of Virginia on February 24, 2010.

White Birch 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.


BLOCKBUSTER INC.: 2 Firms Recommend Vote 'For' Director Nominees
----------------------------------------------------------------
Blockbuster Inc. welcomed the recommendation from two additional
prominent independent proxy advisory firms -- Proxy Governance,
Inc. and Egan-Jones Proxy Services -- that stockholders vote for
the Company's slate of director nominees on the WHITE proxy card
for the 2010 annual stockholders' meeting to be held on Thursday,
June 24, 2010.  Both firms also recommended that stockholders vote
"For" each of the Company's other proposals.

In its analysis, Proxy Governance stated:

"Meyer's strengths are less relevant to the company's needs at
this time.  In comparison, the company and shareholders are more
likely to benefit from Fernandes' experience on corporate boards
and publicly traded companies, where he has had a richer
experience in evaluating the various alternatives for first
stabilizing and then growing the company.  Furthermore, based on
publicly documented contacts between the dissident and the company
from February until late April of this year, it appears that Meyer
is unlikely to play well with others even if he were to be awarded
a seat on the board.  His presence would be a distraction at a
time when the board cannot afford it."

"Given the numerous challenges faced by the company in its ongoing
efforts to stave off bankruptcy, we agree that shareholders would
be better served by a director with the type and depth of skills
and experience that Fernandes offers.  Also, while the dissident
raised some thoughtful questions, upon further analysis, we found
his arguments to be insufficient and unpersuasive.  Moreover,
given the current circumstances, we believe that the dissident is
likely to represent an unnecessary distraction, which the board
can ill afford."

Further, in its analysis, Egan-Jones commented:

"We believe that our support for the management ballot is merited
and that voting the management ballot is in the best interest of
the Company and its shareholders.  In arriving at that conclusion,
we have considered the following factors: (1) Our belief that
Gregory S. Meyer (the proponent) has provided no plan or any
alternative strategic course or specific proposal that persuades
us he would generate greater value for the shareholders.  (2) We
are not convinced that the election of Mr. Meyer to the Company's
board of directors would work to the benefit of the shareholders."

The Company also noted that it believes that RiskMetrics Group
(ISS) reached the wrong conclusion in its recommendation regarding
dissident Gregory Meyer's proxy contest to replace Gary Fernandes
on the Company's Board of Directors.  RiskMetrics' analysis gave
scant mention to the paramount role Mr. Fernandes plays in the
Company's current recapitalization efforts.  In addition,
RiskMetrics explicitly stated that in making its determination, it
did not require that Mr. Meyer provide a plan of action for
Blockbuster's future, more or less making a determination that his
ideas - previously determined to be unworkable by highly
qualified, reputable independent legal and financial advisors -
were preferable to the Company's existing plans.

Jim Keyes, the Company's Chairman and Chief Executive Officer,
stated, "We are of the strongly held view that the election of Mr.
Meyer, coupled with the loss of Mr. Fernandes, would be disruptive
to the Company and detrimental to our stockholders, and are
extremely pleased that Proxy Governance and Egan-Jones have
recognized this.  We are disappointed that RiskMetrics appears to
have seriously missed the mark in its analysis."

Blockbuster strongly encourages its stockholders to support the
Company by voting the WHITE proxy card and discarding any Gold
proxy card provided by Gregory Meyer.  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.

                          Company Statement

Stockholders are urged to read Blockbuster's definitive proxy
statement because it contains important information regarding
Blockbuster's annual meeting of stockholders to be held on
June 24, 2010.  Stockholders and other interested parties may
obtain, free of charge, copies of the proxy statement, and any
other documents filed by Blockbuster with the SEC, at the SEC's
Internet website at http://www.sec.gov/ The proxy statement and
these other documents may also be obtained free of charge by
contacting Morrow & Co., Inc., the firm assisting Blockbuster in
the solicitation of proxies, toll-free at 1-800-607-0088.

Blockbuster and certain of its directors and executive officers
may, under the rules of the SEC, be deemed to be "participants" in
the solicitation of proxies from Blockbuster's stockholders in
respect of the 2010 annual meeting of stockholders. Information
regarding the interests of such persons, including such persons'
beneficial ownership of Blockbuster common stock is set forth in
Blockbuster's definitive proxy statement, filed with the SEC on
May 21, 2010, with respect to the 2010 annual meeting of
stockholders.


                      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's quarterly report on Form 10-Q showed 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.


BULOVA TECH: Gets Interim Access to Park Avenue's Cash Collateral
-----------------------------------------------------------------
The Hon. Michael G. Williamson of the U.S. Bankruptcy Court for
the Middle District of Florida, in an interim order, authorized
Bulova Tech Riverside LLC, and a debtor-affiliate, to use of any
property in which The Park Avenue Bank, or any assignee thereof,
claim an interest.

The Debtors would use the cash collateral for ordinary repairs and
maintenance of their property.

The Debtors' cash collateral use will be effective through the
conclusion of any hearing to consider confirmation of any
Chapter 11 plan or until time as the Chapter 11 case may be
dismissed or converted to Chapter 7.

As adequate protection for any diminution in value of the
entities' interest in the cash collateral, the Debtors will grant
the entities a replacement lien and security interest in any
property acquired or generated by the Debtors to the same extent,
validity, and priority as existed in the property as of the
petition date.

                  About Bulova Tech Riverside LLC

Seffner, Florida-based Bulova Tech Riverside LLC, fka USSEC
Riverside II, LLC, filed for Chapter 11 bankruptcy protection on
April 12, 2010 (Bankr. M.D. Fla. Case No. 10-08500).  David S.
Jennis, Esq., at Jennis & Bowen, P.L., assists the Company in its
restructuring effort.  The Company estimated its assets and debts
at $10,000,001 to $50,000,000.

The Company's affiliate, EarthFirst Technologies Incorporated,
filed a Chapter 11 petition on June 13, 2008 (Case No. 08-08639).


BULOVA TECH: Files Schedules of Assets and Liabilities
------------------------------------------------------
Bulova Tech Riverside LLC filed with the U.S. Bankruptcy Court for
the Middle District of Florida its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $7,800,000
  B. Personal Property            $2,145,252
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $1,561,573
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $71,722
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                           $38,538
                                 -----------      -----------
        TOTAL                     $9,945,252       $1,671,834

Seffner, Florida-based Bulova Tech Riverside LLC, fka USSEC
Riverside II, LLC, filed for Chapter 11 bankruptcy protection on
April 12, 2010 (Bankr. M.D. Fla. Case No. 10-08500).  David S.
Jennis, Esq., at Jennis & Bowen, P.L., assists the Company in its
restructuring effort.  The Company estimated its assets and debts
at $10,000,001 to $50,000,000.

The Company's affiliate, EarthFirst Technologies Incorporated,
filed a Chapter 11 petition on June 13, 2008 (Case No. 08-08639).


BUTTRUM GOODYEAR: Court Lifts Hanover's Stay, Dismisses Case
------------------------------------------------------------
The Hon. Eileen W. Hollowell of the U.S. Bankruptcy Court for the
District of Arizona granted Hanover Goodyear LLC relief from
automatic stay; and dismissed the Chapter 11 case of Buttrum
Goodyear Commerce Center, LLC.

The Court authorized Hanover to exercise all of its contractual
and state law remedies against the Debtor's property including,
without limitation, appointing a receiver, collecting rents,
foreclosing the deed of trust, and taking possession of the
property.

The case will be dismissed upon the earlier of (i) Hanover's
filing of notice that a receiver has taken control of the Debtor's
assets; or (ii) 5:00 p.m., MST, on July 15, 2010.

Phoenix, Arizona-based Buttrum Goodyear Commerce Center, LLC,
filed for Chapter 11 bankruptcy protection on April 13, 2010
(Bankr. D. Ariz. Case No. 10-10712).  The Company estimated its
assets and debts at $10,000,001 to $50,000,000.


CABLEVISION SYSTEMS: Has Agreement to Acquire Bresnan
-----------------------------------------------------
BBHI Holdings LLC, BBHI Acquisition LLC and CSC Holdings LLC, each
of which is a wholly owned subsidiary of Cablevision Systems
Corporation, entered into an Agreement and Plan of Merger with
Bresnan Broadband Holdings LLC and Providence Equity Bresnan Cable
LLC.

Pursuant to the Merger Agreement, Holdings Sub has agreed to
acquire Bresnan Cable and its subsidiaries, on the terms and
subject to the conditions set forth in the Merger Agreement.
Capitalized terms used but not defined herein shall have the
meanings assigned to such terms in the Merger Agreement.  Bresnan
operates cable systems in Colorado, Montana, Wyoming and Utah that
pass more than 630,000 homes and serve more than 300,000 basic
subscribers.

Pursuant to the Merger Agreement, Acquisition Sub will merge with
Bresnan Cable, with Bresnan Cable being the surviving entity and
becoming a direct wholly owned subsidiary of Holdings Sub and an
indirect wholly owned subsidiary of Cablevision and CSC Holdings.
Holdings Sub will pay a cash purchase price for Bresnan of
$1.365 billion, subject to a working capital adjustment and
certain other potential reductions as set forth in the Merger
Agreement.  Substantially all of the Funded Indebtedness of
Bresnan Cable shall be paid from the sale proceeds at the Closing,
with any remaining amounts counting as a reduction to the purchase
price.

The closing of the transactions contemplated by the Merger
Agreement is subject to various customary closing conditions,
including antitrust clearance and receipt of FCC approvals and
franchise approvals covering not less than 80% of Bresnan Cable's
Basic Subscribers as of the date of the Merger Agreement.  In
addition, the closing will not occur until a marketing period of
30 consecutive days has elapsed following satisfaction of all of
the conditions to closing for the purposes of permitting the
marketing and syndication of the Debt Financing.

Subject to certain conditions, the Merger Agreement can be
terminated by either Holdings Sub or Bresnan Cable if the closing
shall not have occurred by December 13, 2010, provided that if the
conditions relating to antitrust clearance, FCC approvals and
franchise approvals have not been satisfied by such date, or if
such conditions have been satisfied but the marketing period has
not yet ended as of such date, either party can extend the End
Date to March 13, 2011.  In addition, if on March 13, 2011, the
conditions relating to FCC approval and franchise approvals are
not satisfied, Holdings Sub can extend the End Date to June 13,
2011.

CSC Holdings, the direct parent of Holdings Sub, has agreed to pay
a termination fee of $50 million if the closing does not occur
solely due to:

   i) a termination of the Merger Agreement by Bresnan Cable as a
      result of a material breach by Holdings Sub or

  ii) the failure to receive antitrust clearance or FCC approval.

In addition, if Holdings Sub exercises its right to extend the End
Date beyond March 13, 2011, the Termination Fee will be payable by
CSC Holdings if the closing does not occur by such date.  CSC
Holdings has provided to Holdings Sub a commitment to pay
$380 million for equity securities of Holdings Sub, subject to the
satisfaction of all closing conditions and funding of the Debt
Financing.  The amount of the equity commitment is subject to
increase upon any decrease in the amount of the cash proceeds to
be received under the Debt Commitment Letter due to the exercise
of the "market flex" provisions applicable thereto.  Except as
described in this paragraph, neither Cablevision nor any of its
subsidiaries other than Holdings Sub or Acquisition Sub have any
obligations under the Merger Agreement or with respect to the
transactions contemplated thereby.

In connection with the execution of the Merger Agreement, Holdings
Sub has entered into the Debt Commitment Letter with Bank of
America, N.A., and certain of its affiliates, and Citigroup Global
Markets Inc., pursuant to which the lenders have committed to
provide Holdings Sub with an aggregate of $1.065 billion of Debt
Financing.  Neither Cablevision nor any of its subsidiaries other
than Holdings Sub, Acquisition Sub and, after the Closing, Bresnan
will have any payment obligations or liability with respect to the
debt issued in the Debt Financing.  In addition to certain other
conditions, the funding of the Debt Financing is contingent on the
closing of the Merger and the prior or simultaneous funding of CSC
Holdings' equity commitment.  The Debt Financing is also subject
to certain "market flex" provisions that could decrease the amount
of cash proceeds received by Holdings Sub under certain
circumstances.  The funding of the Debt Financing is not a
condition to the Merger or to the obligations of Holdings Sub or
Acquisition Sub under the Merger Agreement.

The closing of the transaction is expected to occur during late
2010 or in the first quarter of 2011.  However, there can be no
assurances that the conditions to closing set forth in the Merger
Agreement will be satisfied or waived or that the closing will
occur.

A full-text copy the Plan Merger Agreement is available for free
at http://ResearchArchives.com/t/s?651d

                    About Cablevision Systems

Headquartered in Bethpage, New York, Cablevision Systems Corp. is
predominantly a domestic cable TV multiple system operator serving
approximately 3.1 million subscribers in and around the New York
metropolitan area.  Among other entertainment-and media-related
business ventures, the company also owns and distributes
programming to cable television and direct broadcast satellite
providers throughout the United States through its Rainbow
National Services subsidiary.

At March 31, 2010, Cablevision Systems had $7,364,192,000 in total
assets against $13,565,731,000 in total liabilities, $12,540,000
in redeemable non-controlling interests, and $671,000 in Non-
controlling interest, resulting in total deficiency of
$6,214,079,000.

                          *     *     *

According to the Troubled Company Reporter on June 16, 2010,
Moody's Investors Service said that its ratings for Cablevision
Systems Corporation and related rated subsidiaries (including CSC
Holdings, Inc., Rainbow National Services LLC and Newsday LLC)
should not be affected by the company's announcements that it
plans to (i) acquire the assets of Bresnan Communications in a
leveraging transaction valued at $1.365 billion, and (ii) initiate
a share repurchase program totaling $500 million.  "Although the
company is paying a healthy premium for an already well-run
collection assets, and may have postponed a prospective upgrade of
its ratings by undertaking the share buyback program at the same
time, strong operating performance continues to bode well for
further credit enhancements over the next two years," noted
Moody's Senior Vice President Russell Solomon.


CALIFORNIA COASTAL: Wilmington Trust Opposes Exit Financing
-----------------------------------------------------------
Wilmington Trust FSB on Friday opposed an emergency motion by
California Coastal Communities Inc. seeking to authorize the
bankrupt developer to enter into an exit financing commitment
letter, arguing that the letter should first undergo critical
modifications, according to Bankruptcy Law360.

                    About California Coastal

Irvine, Calif.-based California Coastal Communities, Inc.
-- http://www.californiacoastalcommunities.com/-- is a
residential land development and homebuilding company with
properties owned or controlled primarily in Orange County,
California, and also in Lancaster in Los Angeles county.  The
Company's primary asset is a 356-home luxury coastal community
known as Brightwater in Huntington Beach, California.

California Coastal Communities, Inc. and certain of its direct and
indirect wholly-owned subsidiaries filed for Chapter 11 bankruptcy
protection on October 27, 2009 (Bankr. C.D. Calif. Case No. 09-
21712).  Joshua M. Mester, Esq., who has an office in Los Angeles,
California, assists the Debtors in their restructuring efforts.
In their petition, the Debtors listed between $100 million and
$500 million in assets and between $100 million and $500 million
of debts.

On March 26, 2010, the Company filed a proposed disclosure
statement and proposed joint plan of reorganization with the
Bankruptcy Court, neither of which has been approved.  The
proposed joint plan provides for the extension of the Revolving
Loan and the Term Loan to enable the Company to complete
construction and sale of the homes at its Brightwater project.  A
majority of the Company's lenders are opposed to the plan as
filed.

At March 31, 2010, the Company's balance sheet showed
$249.0 million in assets, $218.0 million of liabilities, and
$31.0 million of stockholders' equity.


CALIFORNIA COASTAL: Gets Court OK for $184 Million Exit Financing
-----------------------------------------------------------------
California Coastal Communities, Inc., disclosed on June 18, 2010,
that it obtained approval from the United States Bankruptcy Court
for the Central District of California of a previously announced
$184 million commitment to refinance its Brightwater development
project debt.  The commitment remains subject to the successful
negotiation and execution of definitive loan documents and the
Court's approval of the Company's plan of reorganization in order
for it to exit bankruptcy.

In connection with the commitment, the Company will amend its plan
of reorganization to provide for the repayment of the existing
indebtedness in cash upon the effective date of the plan.  The
Chapter 11 petitions, which were filed by the Company and certain
of its direct and indirect wholly-owned subsidiaries on
October 27, 2009, are being jointly administered under the caption
In re California Coastal Communities, Inc., Case No. 09-21712-TA.
There can be no assurance that the refinancing will be completed
or that the Company will exit bankruptcy without further delay.

The Company is a residential land development and homebuilding
company operating in Southern California.  The Company's principal
subsidiaries are Hearthside Homes which is a homebuilding company,
and Signal Landmark which owns 110 acres on the Bolsa Chica mesa
where sales commenced in August 2007 at the 356-home Brightwater
community.  Hearthside Homes has delivered over 2,300 homes to
families throughout Southern California since its formation in
1994.


                     About California Coastal

Irvine, Calif.-based California Coastal Communities, Inc.
-- http://www.californiacoastalcommunities.com/-- is a
residential land development and homebuilding company with
properties owned or controlled primarily in Orange County,
California, and also in Lancaster in Los Angeles county.  The
Company's primary asset is a 356-home luxury coastal community
known as Brightwater in Huntington Beach, California.

California Coastal Communities, Inc. and certain of its direct and
indirect wholly-owned subsidiaries filed for Chapter 11 bankruptcy
protection on October 27, 2009 (Bankr. C.D. Calif. Case No. 09-
21712).  Joshua M. Mester, Esq., who has an office in Los Angeles,
California, assists the Debtors in their restructuring efforts.
In their petition, the Debtors listed between $100 million and
$500 million in assets and between $100 million and $500 million
of debts.

On March 26, 2010, the Company filed a proposed disclosure
statement and proposed joint plan of reorganization with the
Bankruptcy Court, neither of which has been approved.  The
proposed joint plan provides for the extension of the Revolving
Loan and the Term Loan to enable the Company to complete
construction and sale of the homes at its Brightwater project.  A
majority of the Company's lenders are opposed to the plan as
filed.

At March 31, 2010, the Company's balance sheet showed
$249.0 million in assets, $218.0 million of liabilities, and
$31.0 million of stockholders' equity.


CANWEST GLOBAL: Micallef Resigns from Board of Directors
--------------------------------------------------------
Canwest Global Communications Corp. announced that Ms. Margot M.
Micallef has tendered her resignation from the Company's Board of
Directors effective immediately.

Ms. Micallef joined the board in January 2009 and was a member of
Canwest's Special Committee overseeing the Company's financial
restructuring.  The remaining Board members Derek Burney, David
Drybrough, and David Kerr are Independent directors actively
involved in the Company's financial restructuring activities.

                     About Canwest Global

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

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

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

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

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

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


CANWEST GLOBAL: Monitor's Report on CMI's CCAA Proceedings
----------------------------------------------------------
FTI Consulting Canada Inc., the firm appointed to monitor the
assets of Canwest Global Communications Corp. and the other
applicants and partnerships -- the CMI Entities -- filed a report
to update the Ontario Superior of Justice about the status of the
CMI Entities' restructuring efforts, status of the claims
process, among other things.

                        Claims Process

According to the report, about 1,5903 claims had been accepted,
withdrawn or otherwise resolved as of May 28, 2010.  The CMI
Entities are finalizing settlement documents with respect to
seven additional claims while eight other claims had been
referred to the claims officer or the Canadian Court for
adjudication.

A table summarizing the number and value of claims asserted,
accepted and disputed against the CMI Entities can be accessed
for free at:

       http://bankrupt.com/misc/Canwest_ClaimsMay2810.pdf

FTI also disclosed in the report that from March 15 to May 23,
2010, the CMI Entities paid an additional $15,384 to two
suppliers for goods and services provided prior to the filing.
These suppliers are considered critical to the CMI Entities'
business operations.

           Receipts and Disbursements to May 23, 2010

The actual consolidated net cash outflow of the CMI Entities
for the period March 15 to May 23, 2010, was approximately
$14.5 million.  A summary of the actual receipts and disbursements
shows:

            For the Period March 15 to May 23, 2010

                           Forecast        Actual      Variance
Operating Cashflow         --------        ------      --------
Receipts
Receipts               C$75,760,000 C$102,922,000  C$27,162,000
Intercompany Receipts     9,710,000     9,113,000      (597,000)
                      -------------- ------------- -------------
Total Receipts         C$85,469,000 C$112,035,000   $26,565,000
                      -------------- ------------- -------------

Disbursements
Operating
Disbursements          (111,267,000) (105,274,000)    5,993,000
Capital Expenditures     (5,354,000)   (1,210,000)    4,144,000
Intercompany
Disbursements            (4,548,000)  (11,923,000)   (7,375,000)
                       ------------- ------------- -------------
Total Disbursements    (121,169,000) (118,407,000)    2,762,000
                       ------------- ------------- -------------
Net Operating
Cashflows             (C$35,700,000) (C$6,372,000) C$29,327,000
                       ------------- ------------- -------------
Restructuring Costs
Restructuring Costs      (9,895,000)   (7,851,000)    2,044,000
DIP Interest/Fees          (256,000)     (310,000)      (54,000)
                       ------------- -------------  ------------
Total Restructuring
Costs                   (10,151,000)   (8,161,000)    1,990,000
                       ------------- -------------- ------------
Total Net Cashflow       (45,851,000)   (14,534,000)  31,317,000

Opening Cash             96,868,000     96,868,000            0
DIP Advances (Repayments)         -              -            -
Other Advances (Repayments)       -              -            -
                       ------------- -------------- ------------
Ending Cash             C$51,017,000   C$82,335,000 C$31,317,000
                       ============= ============== ============

Actual net cash flow was approximately $31.3 million favorable to
the forecast.  This variance is composed of a permanent negative
variance of $2.5 million offset by a positive timing variance of
$33.8 million, which is expected to reverse in the future.  Items
contributing to the positive variance are:

  (a) a positive variance of approximately $26.6 million in
      operating receipts primarily as a result of:

      * a positive timing variance of $21.4 million relating to
        higher operating receipts received as a result of faster
        than forecasted collections of accounts receivable;

      * a permanent positive variance of $5.8 million resulting
        from higher than forecasted sales and the sale of
        certain non-critical assets which had not been included
        in the forecast; and

      * a permanent negative variance of $0.6 million as a
        result of lower than forecast receipts from intercompany
        payments and distributions from affiliates.

  (b) a positive variance of $2.8 million in operating
      disbursements primarily as a result of:

      * a positive timing variance of $10.2 million resulting
        from later than expected payments of broadcast rights
        for programming purchases;

      * a negative difference of $4.2 million resulting from
        higher than forecast payroll and general operating
        expenses.  This variance is composed of a negative
        timing variance of approximately $1.7 million resulting
        from the timing of general operating expenses that are
        expected to reverse in future periods and $2.5 million
        of permanent negative differences, mainly as a result of
        higher than forecast payroll costs;

      * a positive timing variance of $4.1 million resulting
        from lower capital expenditures; and

      * a permanent negative variance of $7.4 million resulting
        from higher than forecast volume of programming
        purchases from certain related entities.

  (c) a positive permanent variance of $2.0 million related to
      lower than expected restructuring costs.

Ending cash on hand as of March 14, 2010, was approximately
$82.3 million representing a positive variance of about
$31.3 million compared to the March forecast.  Canwest Global and
its subsidiaries expect that about $33.8 million of the variance
is timing and will reverse in the future.

                       Cash Flow Forecast

It is estimated that for the period May 24 to September 5, 2010,
the CMI Entities will have total receipts of $162.5 million,
total operating disbursements of $187.9 million, and total
disbursements relating to the restructuring of $16 million for
net cash flow outflow of $41.3 million, according to the report.
A full-text copy of the cashflow forecast is available for free
at http://bankrupt.com/misc/Canwest_CFFSept510.pdf

It is anticipated that the forecast liquidity requirements of
Canwest Global and its subsidiaries during the cashflow forecast
period will continue to be met by the funds advanced by Irish
Holdco pursuant to a note.  No drawdown on the CIT Credit
Facility is forecast during the period.  The cash balance of
Canwest Global and its subsidiaries was approximately
$82.3 million as of May 23, 2010.

                      Restructuring Efforts

If completed pursuant to a plan of compromise or arrangement, the
amended terms of the Shaw recapitalization transaction would
allow Canwest Global and its subsidiaries to continue operating,
says the report.

Under the recapitalization transaction, the milestone dates
previously contained in the original recapitalization support
agreement or original recapitalization term sheet had either been
amended or eliminated.  In particular, the CMI Entities agreed to
get an order from the Canadian Court sanctioning the plan on or
before August 27, 2010.

It is also contemplated that the plan will be implemented no
later than September 30, 2010, subject to extension by Shaw for
an additional three months in the event that the implementation
of the plan has not occurred by that date as a result of the
requisite regulatory approvals not having been obtained by
September 30, 2010.

                     About Canwest Global

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

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

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

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

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

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


CANWEST GLOBAL: Monitor's Report on LP's CCAA Proceedings
---------------------------------------------------------
FTI Consulting Canada Inc., the firm appointed to monitor the
assets of Canwest Publishing Inc./Publications Canwest Inc.,
Canwest Books Inc., Canwest (Canada) Inc., and Canwest Limited
Partnership/Canwest Societe en Commandite -- the LP Entities --
filed a report with the Ontario Superior of Justice about the
state of the LP Entities' business and financial affairs.

                     Assets and Liabilities

As of February 28, 2010, the LP Entities had total consolidated
assets with a net book value of $700 million consisting of
$237 million in current assets and $463 million in non-current
assets, according to the report.

The LP Entities had total consolidated liabilities of about
$1.7 billion consisting of $131 million in current liabilities,
$1.5 billion in consolidated debt, and $95 million in non-current
liabilities.  Their total consolidated partners' deficiency is
about $1 billion.

A copy of the LP Entities' unaudited consolidated financial
statements for the second fiscal quarter ending February 28,
2010, is available for free at:

     http://bankrupt.com/misc/Canwest_LPEntitiesFSFeb2810.pdf

As of February 28, 2010, the LP Entities reported consolidated
debt of about $1.5 billion, says the report.

                 Activities of the LP Entities

Since January 8, 2010, the LP Entities have carried on their
businesses in the ordinary course.  Their senior management team
continues to work with the LP Entities' employees, customers and
suppliers to ensure that the stability of operations is
maintained, the report said.

There have been no significant changes in the number of full-time
equivalent workers employed by the LP Entities since January 8,
2010.  The LP Entities continue to employ about 5,300 full-time
unionized and non-unionized workers in Canada.

On May 11, 2010, the LP Entities announced that they had entered
into an agreement to outsource a number of services currently
being provided by the ReachCanada Contact Centre located in
Winnipeg, Manitoba.  The ReachCanada Contact Centre is scheduled
to be closed in a phased process from August through the end of
September 2010 during which time about 88 full-time employees and
127 part-time employees will be terminated.

About 42% of the LP Entities' employees are unionized under 43
collective bargaining agreements.  As of June 3, 2010, five new
collective bargaining agreements had been negotiated and ratified
by the bargaining units.  Six additional collective bargaining
agreements are currently expired and one collective bargaining
agreement is set to expire on September 1, 2010.

The LP Entities will be commencing negotiations with the unions
with respect to the expired and expiring collective bargaining
agreements in the coming months, according to the report.

With respect to their management, former president and chief
executive of Canwest Publishing Inc., Dennis Skulsky, resigned
from his post effective April 30, 2010.  Mr. Skulsky entered into
a consulting agreement with the LP Entities, under which he
agreed to remain on a part-time consulting basis until August 31,
2010.  Effective April 30, 2010, Kevin Bent became the interim
president of CPI.

On March 1, 2010, all of the then current directors and officers
of the LP Entities resigned from their positions.  The LP
Entities have not yet elected or appointed anyone to fill in the
positions.  The "senior employees" have been tasked to oversee
the operations of the LP Entities.

               Operating Results Since CCAA Filing

The report disclosed that since the commencement of the CCAA
proceedings, the LP Entities have improved in their operating and
financial results, including:

  (1) reported EBITDA (unaudited) for the three months ending
      February 28, 2010, totaled $40.9 million, an increase of
      $28.7 million compared to the same period in the fiscal
      year ending August 31, 2009;

  (2) reported EBITDA (unaudited) for the six months ending
      February 28, 2010, totaled $107.5 million, an increase of
      $28.2 million compared to the same period in 2009;

  (3) most suppliers did not significantly vary their credit
      terms to supply product to the LP Entities following their
      filing;

  (4) cumulative net cash flow for the period March 29 to
      May 23, 2010, was $21 million higher than forecast in the
      cash flow forecast as of March 29, 2010;

  (5) results of the 2009 NADBank study released on March 17,
      2010, indicate that readership is stable or has increased
      slightly for newspapers across the LP Entities' chain.

                           The AHC Bid

The bid submitted by the ad hoc committee of noteholders is
structured as an asset purchase in the context of a plan of
compromise or arrangement.  The terms of the ad hoc committee's
bid are contained in an asset purchase agreement dated May 10,
2010.

The AHC APA contemplates that "Holdco," a corporation wholly
owned by the sponsors including beneficial noteholders and
subordinated lenders, will effect a transaction through CW
Acquisition Limited Partnership.  CW Acquisition will acquire
substantially all of the financial and operating assets of the LP
Entities and the shares of National Post Inc., and will assume
certain liabilities.

Early this month, the sponsors requested that certain amendments
to the AHC APA be made to accommodate revised capital structure
and corporate structure of CW Acquisition and Holdco.

Under the revised structure, the sponsors have committed to
purchase 27 million shares having an aggregate subscription price
of $250 million.  The 27 million shares will be issued in
addition to the shares that are to be issued and allocated for
distribution to the affected creditors.

                     Status of Claims Process

As of June 2, 2010, about 600 claims asserted in the LP Entities'
claims procedure have been accepted, withdrawn or otherwise
resolved.

The LP Entities are still finalizing settlement documents with
respect to two additional claims, and will engage in talks with
the remaining holders of the outstanding claims shortly,
according to FTI Consulting's report.

                     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).


CAPMARK FINANCIAL: Creditors Question $1.5 Billion Secured Loan
---------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that the Official
Committee of Unsecured Creditors for Capmark Financial Group Inc.
wants permission from a bankruptcy judge in Delaware to
investigate a $1.5 billion secured loan that was made 149 days
before the Chapter 11 filing in October.  The Committee says the
loan proceeds were used to pay off unsecured debt owing to
practically the same lenders.  A hearing is scheduled on June 29
to consider the request.

According to the Bloomberg report, the loan, having been made more
than 90 days before bankruptcy, cannot be attacked as a
preference.  The Committee says the loan only delayed the
inevitable bankruptcy.  The Committee doesn't say exactly how it
believes the loan may be shown to be voidable in bankruptcy.  The
Committee says that Capmark itself is unwilling to take action to
set aside the loan or the security interest.

                       About Capmark Financial

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

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

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

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

Since filing in Chapter 11, Capmark completed three sales to
generate more than $1 billion cash. Berkshire Hathaway Inc. and
Leucadia National Corp. bought most of the business for
$468 million.

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


CAROLYN BATTLE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Carolyn W. Battle
        7239 Beach Road
        Chesterfield, VA 23838

Bankruptcy Case No.: 10-34268

Chapter 11 Petition Date: June 17, 2010

Court: U.S. Bankruptcy Court
       Eastern District of Virginia (Richmond)

Judge: Douglas O. Tice Jr.

Debtor's Counsel: Ronald Allen Page, Jr., Esq.
                  Ronald Page, PLC
                  4860 Cox Road, Suite #200
                  Glen Allen, VA 23060
                  Tel: (804) 562-8704
                  Fax: (804) 482-2427
                  E-mail: rpage@rpagelaw.com

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

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

A copy of the Debtor's list of 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/vaeb10-34268.pdf

The petition was signed by the Debtor.


CATALYST PAPER: Names Kevin Clarke as President & CEO
-----------------------------------------------------
Catalyst Paper announced that it has appointed Kevin J. Clarke as
President and Chief Executive Officer.

The Company said Mr. Clarke is a seasoned print industry executive
bringing nearly three decades of experience with World Color,
formerly Quebecor World, to his new role at Catalyst.

Mr. Clarke held executive positions in sales, marketing and
operations and was, most recently, President, Publishing Services
Group where he directed a global organization of 7,500 employees
with 20 manufacturing facilities producing one billion books and
1,600 magazine titles.  His achievements include major
restructuring, market development, plant closure and start-up
initiatives.  In addition, his background includes an extensive
record of business results in revenue growth, technology
deployment, strategy development and cost reduction.

"[Mr. Clark's] knowledge of the marketplace and his experience in
printing and publishing are well-matched with our requirements and
will ensure momentum continues as Catalyst transforms its business
to keep pace with the very competitive global paper industry,"
said Catalyst Board Chairman Michel Desbiens.

Mr. Clarke's appointment takes effect June 21.

                       About Catalyst Paper

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

                          *     *     *

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

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


CENTRAL METAL: Unsec. Creditors Back Chapter 11 Exit Plan
---------------------------------------------------------
Central Metal Inc.'s unsecured creditors have backed the Company's
revised exit plan from Chapter 11 protection.  The revised plan
doubles the pay-out the unsecured creditors would have received in
the original proposal.  The proposal, rewritten between April 21
and June 16, gives unsecured creditors 16 cents on the dollar
rather than the original 7%, according to AMM.com.

                     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.


CHARLES SADEN: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Charles R. Saden
          aka Chuck R. Saden
          fdba POS Card Processing
          dba Health & Medical Plans
          fdba Precision Payment Company
          dba Hohensaden, LLC
        16722 Shallow Ridge Boulevard
        Houston, TX 77095

Bankruptcy Case No.: 10-35051

Chapter 11 Petition Date: June 17, 2010

Court: U.S. Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Wesley W. Steen

Debtor's Counsel: Reese W. Baker, Esq.
                  Baker & Associates
                  5151 Katy Freeway, Suite 200
                  Houston, TX 77007
                  Tel: (713) 869-9200
                  Fax: (713) 869-9100
                  E-mail: courtdocs@bakerassociates.net

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

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

A copy of the Debtor's list of 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/txsb10-35051.pdf

The petition was signed by the Debtor.


CHARLESTON ASSOCIATES: Files for Chapter 11 in Wilmington
---------------------------------------------------------
Charleston Associates LLC filed a Chapter 11 petition June 17 in
Delaware (Bankr. D. Del. Case No. 10-11970).  The petition listed
assets as being worth $92.3 million, against $65.1 million
liabilities.  Debt includes $60.1 million in mortgages.

Bradford J. Sandler, Esq., at Pachulski Stang Ziehl & Jones LLP,
represents the Debtor in its Chapter 11 effort.

Bill Rochelle at Bloomberg News reports that Charleston Associates
is the owner of part of the Shops at Boca Park shopping center in
Las Vegas.  It blamed its woes on the "current and prolonged
economic recession."  The center, located at the intersection of
Charleston and Rampart in Las Vegas, lost two anchor tenants in
the last two years.  In addition to lower rent basic collections,
decreased mall traffic reduced revenue by depressing so-called
percentage rent.


CHARLESTON ASSOCIATES: Case Summary & 20 Largest Unsec Creditors
----------------------------------------------------------------
Debtor: Charleston Associates, LLC
        fdba Boca Fashion Village Syndications Group, LLC
        fdba Boca Fashion Village, LLC
        700-750 S. Rampart Boulevard
        Las Vegas, NV 89145

Bankruptcy Case No.: 10-11970

Chapter 11 Petition Date: June 17, 2010

Court: United States Bankruptcy Court
       District of Delaware (Delaware)

Judge: Kevin J. Carey

Debtor's Counsel: Bradford J. Sandler, Esq.
                  Pachulski Stang Ziehl & Jones LLP
                  919 N. Market Street, 17th Floor
                  Wilmington, DE 19801
                  Tel: (302) 468-7750
                  Fax: (302) 652-4400
                  E-mail: bsandler@pszjlaw.com

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

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

The petition was signed by Martin H. Walrath IV, president of Boca
Fashion Village Syndications Group MM Inc., and manager of
Charleston Associates, Ltd.

Debtor's List of 20 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Mortgage Electronic       Shopping Center at     $58,000,000
Registration Inc.         700-750 S. Rampart
1818 Library Street,      Blvd., Las
Suite 300                 Vegas, NV 89145
Reston, VA 20190

Pebble Commercial Center  Intercompany cash      $619,053
Syndications Gr           management
9440 W. Sahara
Las Vegas, NV 89117

Recreational Equipment    Tenant Improvement     $306,572
Inc                       Allowance
6750 228th Street
Kent, WA 98032

Silverado Ranch           Intercompany cash      $238,799
Syndications Group, LLC   management

Builders & Developers     Intercompany cash      $28,051
Corporation               management

Global Securiy Concepts   Courtesy Patrol        $21,858
Inc.

Asylum Design, LLC        Architectural          $12,104
                          blueprint

Citiwide Construction     General contractor     $12,000
Inc

Las Vegas Executive       Valet Parking          $11,500
Parking                   Services

Sunshine Valley           Grounds maintenance    $11,079
Landscape

Carbajal and McNutt, LLP  Legal Fees             $10,236

Lionel Sawyer & Collins   Legal Services         $9,680

Design Within Reach       Overpayment of         $9,429
                          security deposit

Young Electric Sign       Pylon sign and         $3,128
Company                   lighting maintenance

Republic Services, Inc.   Waste removal/         $2,527
                          recycling

Southwest Awning          Awning cleaning        $2,500
Restoration

Malco Maintenance         Parking lot            $2,050
                          maintenance

ACS Pools                 Fountain service       $1,000

South Central Sound       Retail sound-music     $850
                          for center

XO Communications         Fire/Radio Line        $508
                          monitoring


CHEMTURA CORP: Board Adopts 2010 Management Incentive Plan
----------------------------------------------------------
In a Form 8-K filed with the Securities and Exchange Commission
on June 7, 2010, Chemtura Corporation disclosed that on June 1,
2010, the Board of Directors of Chemtura Corporation adopted the
2010 Chemtura Corporation Management Incentive Plan, which is an
annual performance-based cash incentive program authorized
pursuant to the 2005 Chemtura Corporation Short-Term Incentive
Plan and established by order of the U.S. Bankruptcy Court for
the Southern District of New York on May 18, 2010.

The 2010 MIP provides each participant, including executive
officers, with an opportunity to earn cash compensation in the
form of an annual cash incentive award based on the attainment of
pre-established performance goals.

Participants in the 2010 MIP fall into one of four groups:
Executive Participants, Executive Vice Presidents of Performance
and Engineered Products, Function Participants and Business
Participants.  Each MIP participant is assigned an incentive
opportunity expressed as a percentage of base pay.

The 2010 MIP Target Percentages established by the Board for
Craig A. Rogerson, chairman, president and chief executive
officer, and by the Compensation and Governance Committee for
Stephen C. Forsyth, executive vice president and chief financial
officer; Billie S. Flaherty, senior vice president, general
counsel and secretary; and Kevin V. Mahoney, senior vice
president and corporate controller, are 100%, 70%, 50% and 40%.

The Compensation and Governance Committee also adopted, on
June 1, 2010, the 2010 Emergence Incentive Plan, which provides
the opportunity for participants to earn an award that will be
granted on the Company's emergence from Chapter 11 in the form of
restricted stock units or stock options with time-based vesting
or in another form of consideration.

Mr. Flaherty relates that the 2010 EIP is currently unfunded and
will be funded only after the later of the Company's emergence
from Chapter 11 or December 31, 2010, to the specified level
associated with the 2010 Consolidated EBITDA performance
achieved.

The Chemtura Board determined and established the maximum amount
that can possible be earned by these individuals under the 2010
EIP upon emergence:

      Craig A. Rogerson                 $2,500,000
      Chemtura chairman, president
      and chief executive officer

      Stephen C. Forsyth                  $625,000
      Chemtura executive vice president
      and chief financial officer

      Billie S. Flaherty                  $350,000
      Chemtura senior vice president,
      general counsel and secretary

      Kevin V. Mahoney                    $225,000
      Chemtura senior vice president
      and controller

                     About Chemtura Corp.

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

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

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

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


CHEMTURA CORP: Has Plan Support Pact With Unsecureds & Bonholders
-----------------------------------------------------------------
Chemtura Corp. and its units ask the Court for authority to enter
into a plan support agreement with the Official Committee of
Unsecured Creditors and certain members of the Ad Hoc Bondholders
Committee and certain other debt holders.

The Creditors' Committee and the Consenting Holders have executed
the Plan Support Agreement in connection with the recent filing
of the Debtors' Joint Chapter 11 Plan of Reorganization and
Disclosure Statement and the global settlement embodied in the
Plan.

The Plan Support Agreement provides for the Parties to support
the Plan and for the Consenting Holders to vote in favor of the
Plan so long as their votes have been solicited in accordance
with Sections 1125 and 1126 of the Bankruptcy Code.

The key terms of the Plan Support Agreement include:

  * the Supporting Parties' agreement not to object to the
    confirmation of the Plan; and

  * each Consenting Holder agreement to timely vote in favor of
    the Plan and not change or withdraw their votes.

A list of the key terms of the Plan Support Agreement is
available for free at:

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

Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in New York,
asserts that the Plan Support Agreement will facilitate
confirmation of the Plan and the Debtors' emergence from Chapter
11.

                     About Chemtura Corp.

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

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

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

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


CHEMTURA CORP: Plan Estimates $1.35 Bil. Enterprise Value
---------------------------------------------------------
Chemtura Corporation and 26 of its debtor affiliates filed a
Joint Chapter 11 Plan of Reorganization and Disclosure Statement
with the United States Bankruptcy Court for the Southern District
of New York on June 17, 2010.

Chemtura provides under the Plan, subject to the conditions and
qualifications set forth in the Plan and the Disclosure
Statement, the potential to satisfy all creditors' claims in
full, as well as offering value to equity holders.

The Plan is supported by the Official Committee of Unsecured
Creditors and the ad hoc committee of Chemtura's bondholders,
according to the Company's statement.

"The filing of our Plan is a significant milestone in the Chapter
11 process, demonstrating Chemtura's progress toward emerging as
a stronger, leaner global enterprise," Craig A. Rogerson,
Chemtura's Chairman, President and Chief Executive Officer
related in a public statement.  He adds that "we are pleased to
submit the proposed Plan with the full support of both the
unsecured creditors' committee and the ad hoc committee of
bondholders.  The Plan is a testament to the outstanding progress
we have made in restructuring our finances and operations."

Mr. Rogerson added, "We appreciate the support of our major
stakeholders and we look forward to continuing to work closely
with them in order to successfully execute on our business plan
to drive growth and long-term value creation.  I thank our
customers, suppliers, business partners and employees for their
ongoing commitment to our company and for helping us build a
stronger Chemtura."

The Company expects that, in the near term, the Court will
schedule a hearing to consider approval of the Disclosure
Statement.  Accordingly, the Company remains on track to emerge
from Chapter 11 protection in the coming months.  The Company
avers that it will continue to work with its official committee
of equity security holders to address any concerns they may have
about the Plan.

The Disclosure Statement includes a historical profile of the
Company, a description of proposed distributions to creditors and
equity holders, and details of the "new" Chemtura, as well as
many of the technical matters required for the solicitation
process, such as descriptions of who will be eligible to vote on
the Plan and the voting process itself.

Simultaneously with the Plan filing, Chemtura submitted a motion
in Court seeking approval of the Disclosure Statement as
containing "adequate information" pursuant to Section 1125 of the
Bankruptcy Code.  Section 1125 provides that the proponent of a
proposed Chapter 11 plan may not solicit votes on a plan unless
the plan and "a written disclosure statement approved, after
notice and a hearing, by the court as containing adequate
information" are transmitted to those persons whose votes are
being solicited.

Chemtura adds that it will provide prompt notice of the
Disclosure Statement hearing by mail upon the Court's scheduling
of a hearing.  The Company intends to publish a Disclosure
Statement Hearing Notice in the national editions of The New York
Times and USA Today.  The Disclosure Statement Hearing Notice
will provide how parties-in-interest may obtain copies of the
Disclosure Statement or the Plan and describes the objection
deadline.

Counsel to Chemtura, M. Natasha Labovitz, Esq., at Kirkland &
Ellis LLP, in New York, asserts that the Disclosure Statement
complies with the requirements set in the Bankruptcy Code and the
Federal Rules of Bankruptcy Procedure and should be approved.

Chemtura urges Judge Gerber to convene a hearing on July 13, 2010,
at 9:45 a.m. (EDT) to consider approval of the Disclosure
Statement, with objections to be due no later than July 8 at
4:00 p.m.

Moreover, Chemtura and the Creditors' Committee ask Judge Gerber
to permit them to file a reply to any Disclosure Statement
objection that they are not able to resolve consensually no later
than July 12, at 9:45 a.m.

                         Plan Provisions

Ms. Labovitz relates that Chemtura's Plan embodies a global
settlement of disputed issues between the Debtors, the Creditors'
Committee and the Ad Hoc Bondholders Committee pertaining to,
among other things:

  1. The agreement by the Creditors' Committee and the Ad Hoc
     Bondholders' Committee to accept the reorganization value
     resulting from the Debtors' expert's analysis, solely for
     purposes of the Plan;

  2. The enforceability and allowance of Claims held by the
     holders of the 2016 Notes and the holders of the 2026 Notes
     relating to certain make-whole premiums and damages for
     breach of certain no-call provisions;

  3. The extent and validity of Great Lakes Chemical
     Corporation's ownership interest in non-debtor affiliate
     Chemtura Holding Company, Inc.;

  4. The extent and validity of Claims and asserted rights of
     regulatory action held by the Pension Benefit Guaranty
     Corporation;

  5. A framework for addressing and resolving disputed Claims
     relating to (i) exposure to diacetyl and acetoin
     manufactured and distributed by the Debtors or their
     affiliates, and (ii) various environmental liabilities
     asserted by certain governmental entities;

  6. Treatment that would resolve, or result in the dismissal
     of, certain litigation between the Creditors' Committee and
     the Debtors' prepetition bank lenders; and

  7. Resolution of certain asserted rights of the Ad Hoc
     Bondholders' Committee and its members to payment in full
     of their professional fees and expenses in the Debtors'
     Chapter 11 cases.

The Plan provides that New Chemtura will issue up to 100 million
shares of common stock as of the Effective Date.

The Plan contemplates that the Debtors will emerge from Chapter
11 with an improved, less leveraged balance sheet.  Reorganized
Chemtura is expected to have approximately $750 million in funded
debt at the time of emergence from Chapter 11.  The Debtors had
funded debt facilities of approximately $1.3 billion at the time
they filed for bankruptcy.

The Plan does not propose substantive consolidation of the
Debtors' bankruptcy estates.  Although the Plan generally applies
to all of the Debtors, the Plan includes within it distinct
Chapter 11 plans of reorganization, one for each Debtor.

Upon emergence, New Chemtura's board will consist of nine
directors.  The Debtors, the Creditors' Committee and the Ad Hoc
Bondholders' Committee will establish a board selection committee
to select eight members of the New Board in addition to the chief
executive officer.  The board selection committee, which will be
advised by an independent search firm, will be charged with
working together to try to reach consensus upon a list of the
members of the New Board.  However, in the event a consensus is
not reached by the board selection committee, the Creditors'
Committee and the Ad Hoc Bondholders' Committee will, together,
be entitled to designate six members of the New Board and the
Debtors will be entitled to designate two members.

             Classification & Treatment of Claims

The Chemtura Plan designates claims and interests into 12
classes:

                       Applicable   Estimated Range of
Class  Designation      Debtor     Allowed Claims
------ -----------    ----------   -----------------------
   1   Prepetition     All          $52.7 mil., plus unpaid
       Secured Lender               interest and fees

   2   Lien Claims     All          $1.10 mil., plus
                                    postpetition interest

   3   Other Priority  All          $1.0 mil., plus
       Claims                       postpetition interest

   4   General         All          $163.9 to $194.5 mil.,
       Unsecured                    plus postpetition interest
       Claims

   5   Prepetition     All          $120.2 mil., plus unpaid
       Unsecured                    interest and fees
       Lender Claims

   6   2016 Notes      All          $508.3 mil., plus
       Claims                       postpetition interest, plus
                                    the "Make-Whole Settlement
                                    Amount"

   7   2009 Notes      Great Lakes  $374.4-mil., plus
       Claims                       postpetition interest

   8   2026 Notes      Chemtura     $151.3-mil., plus
       Claims                       postpetition interest, plus
                                    the "No-Call Settlement
                                    Amount"

   9   Unsecured       All          Depends on specific
       Convenience                  elections made by creditors
       Claims                       upon voting

  10   Diacetyl        Chemtura     To be determined
       Claims

  11   Intercompany    All          N/A
       Claims

  12   Interests       All          N/A

The status, treatment and voting rights for each of the Classes
of Claims are:

                    Voting
Class    Status     Right       Claims Treatment
-----  ----------   ------      ----------------
   1   Unimpaired   Deemed to   To be paid in full, in cash.
                    Accept

   2   Unimpaired   Deemed to   Either (a) full payment in cash,
                    Accept      (b) other agreed treatment, or
                                (c) retention of property lien

   3   Unimpaired   Deemed to   Either (a) full payment in cash,
                    Accept      or (b) any other agreed
                                treatment with the holder

   4    Impaired    Entitled    Pro rata share of cash or New
                    to vote     Common Stock or any other agreed
                                treatment with the holder

   5    Impaired    Entitled    Full payment in cash or New
                    to vote     Common Stock to the extent
                                available in pool

   6    Impaired    Entitled    Full payment in cash or New
                    to vote     Common Stock to the extent
                                available in pool

   7    Impaired    Entitled    Full payment in cash or New
                    to vote     Common Stock to the extent
                                available in pool

   8    Impaired    Entitled    Full payment in cash or New
                    to vote     Common Stock to the extent
                                available in pool

   9   Unimpaired   Deemed to   Full payment in cash, plus
                    Accept      interest

  10    Impaired    Entitled    Full distribution from the
                    to vote     Diacetyl Reserve

  11    Impaired    Deemed to   Either (a) reinstated, (b)
                    Accept      remain in place subject to
                                Revised documentation, (c) be
                                modified or cancelled as of the
                                Effective Date, (d) include Cash
                                payments to address the
                                treatment of certain foreign
                                pension obligations of the
                                Company or (e) with respect to
                                certain Intercompany Claims in
                                respect of goods, services,
                                interest and other amounts that
                                would have been satisfied in
                                Cash directly or indirectly in
                                the ordinary course of business
                                had they not been outstanding as
                                of the Petition Date, may be
                                settled in Cash in an amount not
                                to exceed $25 million

  12    Impaired    Entitled    To be cancelled after receiving
[Interests           to vote    either (a) pro rata share of 5%
in Chemtura                     New Chemtura Common Stock, plus
Corp.]                          right to participate in rights
                                offering, if class accepts Plan,
                                or (b) pro rata share of value
                                available for distributions
                                after all allowed unsecured
                                claims have been paid

  12   Unimpaired   Entitled    Will either remain outstanding;
[Interests           to vote    be cancelled; or be transferred,
in subsidiary                   at the Debtors' option
Debtors]

Copies of tables on the Classes of Claims, the corresponding
treatment and the estimated recoveries under the Plan is
available for free at http://bankrupt.com/misc/ChmClaimsClass.pdf

The Plan also provides for the treatment of unclassified claims,
which include Administrative Claims, Priority Tax Claims and DIP
Claims.  Administrative Claims will be paid in full, while
Priority Tax Claims and DIP Claims will be paid in the amount
allowed by the Court.

Full-text copies of Chemtura's Chapter 11 Plan and Disclosure
Statement are available for free at:

            http://bankrupt.com/misc/ChmCh11Plan.pdf
            http://bankrupt.com/misc/ChmDiscStat.pdf

               Valuation Analysis, Enterprise Value

According to Chemtura Chief Financial Officer Stephen C. Forsyth,
the Plan is premised on an estimated enterprise value of
$2.05 billion for reorganized Chemtura.

The New Chemtura Total Enterprise Value is based on a valuation
analysis prepared by Lazard Freres & Co., LLC, the Debtors'
retained financial advisor and investment banker, based on the
mid-point value of the Debtors' assets and liabilities as of an
assumed September 30, 2010 Effective Date.

Lazard's estimated Enterprise Value implies a value for the
New Common Stock of reorganized Chemtura of approximately
$1.35 billion, with a range from $1.2 to $1.5 billion.

Distributions under the Plan with respect to holders of Claims
against, and Interests in, the Debtors will be based on the New
Chemtura Total Enterprise Value.

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

           Liquidation Analysis, Financial Projections

The Debtors, together with their retained advisors, also prepared
a liquidation analysis for each Debtor entity.

Based on the Liquidation Analysis, the Debtors point out that
holders of claims and interests are likely to receive equal or
greater value under recently proposed Chapter 11 Plan as compared
to what they will receive in a Chapter 7 liquidation.

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

Moreover, to determine whether the Plan meets the feasibility
requirement under Section 1129(a)(11) of the Bankruptcy Code, the
Debtors analyzed their ability to meet their obligations under
the Plan.  As part of this analysis, the Debtors have prepared
financial projections through the year 2014 upon which they
believe they will be a viable operation upon exit from Chapter
11.

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

                     About Chemtura Corp.

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

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

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

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


CHEMTURA CORP: Plan Solicitation Period Extended Until Nov. 17
--------------------------------------------------------------
Bankruptcy Judge Shapero for the Southern District of New York
has extended the exclusive plan filing period for Chemtura
Corporation and its debtor affiliates through September 18, 2010,
and the exclusive solicitation period for that plan through
November 17, 2010.

In a separate filing, the Official Committee of Equity Security
Holders relates that it hopes the Debtors will pursue a Chapter
11 plan of reorganization that maximizes the value of their
estates and provides to equity holders the value that is
rightfully theirs.

Jay M. Goffman, Esq., at Skadden Arps Slate Meagher & Flom LLP,
in New York, tells the Court that the Equity Committee stands
ready to work with the Debtors in pursuing a Chapter 11 plan.

The Equity Committee also relates that it reserves its rights to
seek to terminate the Debtors' Exclusive Periods for any
applicable reason, including if the Debtors choose to pursue a
reorganization plan that fails to maximize value.

                     About Chemtura Corp.

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

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

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

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


CHEMTURA CORP: Seeks to Retain UBS Securities as Financial Advisor
------------------------------------------------------------------
BankruptcyData.com reports that Chemtura's official committee of
equity security holders filed a motion with the U.S. Bankruptcy
Court seeking to retain UBS Securities (Contact : Douglas P. Lane)
as financial advisor for the following fees: a monthly cash
advisory fee of $150,000 and a transaction fee determined
according to the following schedule: (x) If the common equity
security recovery is greater than $225,000,000 but less than
$450,000,000, UBS will be entitled to a transaction fee equal to
1.25% of the amount by which the common equity security recovery
exceeds $225,000,000. (y) If the common equity security recovery
is greater than $450,000,000, UBS will be entitled to a
transaction fee equal to (A) 1.25% of the amount by which the
common equity security recovery exceeds $225,000,000 up to a
maximum common equity security recovery of $450,000,000 plus (B)
2.00% of the amount by which the common equity security recovery
exceeds $450,000,000.

                        About Chemtura Corp.

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

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

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

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


CHESAPEAKE ENERGY: Redeems 6.375% Senior Notes Due 2015
-------------------------------------------------------
Chesapeake Energy Corporation will redeem for cash all outstanding
6.375% Senior Notes due 2015 (CUSIP 165167BL0) on July 22, 2010.
The aggregate principal amount of the notes is $600 million and
the redemption price is $1,031.88, which represents the price to
be paid per $1,000 principal amount.  The final redemption price
will also include accrued and unpaid interest through the
redemption date.

A notice of redemption will be sent to all currently registered
holders of the notes by the trustee, The Bank of New York Mellon
Trust Company, N.A.  Additional information relating to the
procedure for redemption may be obtained from The Bank of New York
Mellon by calling toll-free 800-254-2826.

Payment of the redemption price will be made on or after July 22,
2010 upon presentation and surrender of the notes in book-entry
form by transferring the notes to the trustee's account at The
Depository Trust Company in accordance with its procedures or by
mail or hand delivery to The Bank of New York Mellon Trust
Company, N.A., 111 Sanders Creek Parkway, East Syracuse, New York
13057, Attention: Debt Processing Group. Unless Chesapeake
defaults in making the redemption payments, interest on the notes
will cease to accrue on and after the redemption date and the only
remaining right of the holders thereof is to receive the
redemption payment upon surrender of the notes to The Bank of New
York Mellon Trust Company, N.A.

                 About Chesapeake Energy Corporation

Based in Oklahoma City, Oklahoma, Chesapeake Energy Corporation
(NYSE: CHK) -- http://www.chkenergy.com/-- produces natural gas
in the U.S.  The company's operations are focused on exploratory
and developmental drilling and corporate and property acquisitions
in the Mid-Continent, Fort Worth Barnett Shale, Fayetteville
Shale, Permian Basin, Delaware Basin, South Texas, Texas Gulf
Coast, Ark-La-Tex and Appalachian Basin regions of the United
States.

                           *     *    *

As reported in the Troubled Company Reporter on May 21, 2010,
Fitch Ratings has affirmed Chesapeake Energy Corporation's
(Chesapeake; NYSE: CHK) Issuer Default Rating (IDR) at 'BB' and
revised the Rating Outlook to Stable from Negative following the
proposed convertible preferred stock offering and debt reduction
efforts announced by the Company. In addition, Fitch will assign a
'B+' rating to the company's proposed $1.7 billion convertible
preferred stock offering.


CIRCUIT CITY: Court Gives Parties More Time to Agree on Plan
------------------------------------------------------------
The status hearing on the confirmation of Circuit City Stores
Inc.'s First Amended Joint Plan of Liquidation has been continued
to June 24, 2010, at 10:00 a.m.

At the hearing held June 16, 2010, the Debtors and the Official
Committee of Unsecured Creditors asked the court for more time as
they worked out several issues saying "a deal could be reached by
next Thursday," reports Louis Llovio of the Richmond Times -
Dispatch.

Mr. Llovio says Judge Huennekens reluctantly agreed to give the
Debtors and the Committee more time to "work out differences" but
warned that if things aren't resolved by the next hearing, he
will order mediation.

Gregg M. Galardi, Circuit City's lead attorney in the bankruptcy
case, said beginning mediation now would cause further delays and
reopen "old wounds," notes the Dispatch.

According to the report, both sides have been working feverishly
for the past four days discussing details in the bylaws and the
makeup of a committee that will oversee a liquidating trust set
up to hand out any remaining funds from the sale of the company's
assets.

To recall, the Debtors and the Creditors' Committee filed their
First Amended Joint Plan of Liquidation on September 24, 2009.
The Disclosure Statement to the Joint Plan was approved on
September 24, 2009.

On June 1, 2010, the Creditors' Committee filed its proposed Plan
of Liquidation.

The Joint Plan and the Committee Plan both provide for the
liquidation of the Debtors' remaining assets and distributions to
creditors through a liquidating trust.

                       About Circuit City

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

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

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

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

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

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


CIRCUIT CITY: G. McCall Wants $18 Mil. Reserve for 503(b)(9) Claim
------------------------------------------------------------------
Gregory Lee McCall asks the United States Bankruptcy Court for
the Eastern District of Virginia, Richmond Division, to lift the
automatic stay so he may pursue civil proceedings he has filed
against the Debtors in the District Court of Johnson County,
Kansas, under civil case no. 04-cv-2240.

In the State Action, Mr. McCall alleges that on February 15,
2002, certain Circuit City Stores, Inc. employees entered his
home and "removed electronic appliances and other property under
the guise that lawful authority existed to commit the acts. . ."
He points out that he resides in Missouri and that the Debtors
"traveled across state lines from Kansas into Missouri without
first establishing a legal standing to do so."

Mr. McCall tells the Court that he did not learn of the Debtors'
acts until well into 2004 when he filed suit seeking the recovery
of his property and compensation for criminal trespass.  Mr.
McCall was subsequently granted the right to trial in order to
establish liability.  However, before trial could commence and
settlement proceedings could be concluded, the Debtors filed for
Chapter 11.

In addition to lifting the automatic stay, Mr. McCall asks the
Court to (i) establish a $18,000,000 reserve for his exclusive
benefit and from which the allowed amount of his 503(b)(9) claim
will be paid; and (ii) establish a $1,000,000 reserve for
reasonable attorney fees and costs associated with the
prosecution of the State Action against the Debtors.

                       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).


CKE RESTAURANTS: S&P Puts 'BB-' Rating on CreditWatch Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'BB-' corporate
credit rating on the Carpinteria, Calif.-based CKE Restaurants
Inc. remains on CreditWatch, where it was placed with negative
implications on Feb. 26, 2010.  If the proposed acquisition by
Apollo is approved by shareholders and completed, S&P expects to
lower its corporate credit rating on CKE to 'B' from 'BB-', and
assign a stable rating outlook.  The stable outlook would reflect
S&P's expectation that CKE could maintain credit ratios
appropriate for the rating category, despite likely weaker
profitability as a result of sales declines.

To finance the transaction, CKE is issuing a $100 million senior
secured, first-lien revolving credit facility and $600 million of
senior secured second-lien notes.  S&P is assigning a 'BB-' issue-
level rating to the senior secured credit facility with '1'
recovery rating, indicating S&P's expectation of very high (90%-
100%) recovery of principal in the event of default.  S&P is also
assigning a 'B' issue rating to the second-lien notes with a '4'
recovery rating, indicating its expectation of average (30%-50%)
recovery of principal in the event of default.  Upon successful
completion of the acquisition and the refinancing, S&P expects to
withdraw its 'BB+' issue rating and '1' recovery rating on the
currently outstanding senior secured credit facility.

"The rating on CKE Restaurants Inc. reflects its participation in
the highly competitive quick service restaurant industry and a
capital structure that will be highly leveraged after the
transaction is completed," said Standard & Poor's credit analyst
Charles Pinson-Rose.

The transaction and proposed capital structure will add over
$300 million of debt and weaken credit ratios accordingly.
Operating lease-adjusted debt to EBITDA will increase to 5.6x on a
pro-forma basis from 4.0x at end of fiscal 2010 (Jan. 31, 2010),
while EBITDA coverage of interest will worsen to about 2.0x from
3.5x, respectively.


COLUMBIA LAKE: Moody's Assigns 'Ba2' Rating on $100 Mil. Facility
-----------------------------------------------------------------
Moody's Investors Service assigned a (P)Ba2 rating to Columbia
Lake Acquisition Corp's proposed $100 million guaranteed 1st
lien revolving credit facility and a (P)B2 to the company's
$600 million guaranteed senior secured 2nd lien notes.  Moody's
also assigned Columbia a (P)B2 Corporate Family Rating and
Probability of Default Rating and an SGL-2 Speculative Grade
Liquidity Rating.

Proceeds from the proposed $600 million secured note offering
along with approximately $460 million in common equity contributed
by Apollo Management will be used to fund Columbia's acquisition
of CKE Restaurants Inc.  Upon consummation of the acquisition,
Columbia Lake Acquisition, Corp. will be merged with and into CKE,
with CKE being the surviving entity.

Moody's ratings are subject to receipt and review of final
documentation.

The (P)B2 CFR reflects Columbia's weak debt protection metrics and
Moody's expectation that CKE's operating performance will continue
to be negatively impacted by historically high unemployment and
intense competition.  The ratings also reflect the company's
reasonable scale, multiple concepts which add diversity,
diversified day part which boosts returns on invested capital, and
good liquidity.

The stable outlook reflects Moody's view that Columbia's debt
protection metrics should remain near current ranges despite
persistently soft consumer spending trends due in part to a
continued focus on cost reductions.  The outlook also expects that
the company will maintain adequate liquidity.

New ratings assigned:

* Corporate Family Rating at (P)B2

* Probability of Default Rating at (P)B2

* $100 million guaranteed 1st lien senior secured revolving credit
  facility due 2015 at (P)Ba2 (LGD1, 4%)

* $600 million guaranteed 2nd lien senior secured notes due 2018
  at (P)B2 (LGD3, 49%)

* SGL-2 Speculative Grade liquidity rating

The ratings outlook is stable

This is an initial rating for Columbia Lake Acquisition Corp.

Columbia Lake Acquisition, Corp. is in the process of acquiring
CKE Restaurants, Inc., which owns, operates, and franchises,
approximately 3,141 quick-service restaurants under the brand
names Carl's Jr. and Hardee's.  Annual revenues are approximately
$1.4 billion.


COMFORCE CORP: Shareholders Elect 6 to Board of Directors
---------------------------------------------------------
COMFORCE Corporation's shareholders elected six individuals to the
board of directors to serve for a term of one year.

* John C. Fanning
* Harry V. Maccarrone
* Kenneth J. Daley
* Daniel Raynor
* Gordon Robinett
* Pierce J. Flynn

                          About COMFORCE

Based in Woodbury, New York, COMFORCE Corporation (NYSE Amex: CFS)
provides outsourced staffing management services that enable
Fortune 1000 companies and other large employers to consolidate,
automate and manage staffing, compliance and oversight processes
for their contingent workforces.  The Company also provides
specialty staffing, consulting and other outsourcing services to
Fortune 1000 companies and other large employers for their
healthcare support services, technical and engineering,
information technology, telecommunications and other staffing
needs.  In addition, the Company provides funding and back office
support services to independent consulting and staffing companies.

As of Dec. 27, 2009, the Company's balance sheet showed total
assets of $165.2 million and liabilities of $180.7 million for a
$15.4 million total stockholders' deficit.


CONTECH CONSTRUCTION: S&P Puts 'B-' Rating on CreditWatch Negative
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
the 'B-' corporate credit rating, on Contech Construction Corp. on
CreditWatch with negative implications.

"The CreditWatch listing reflects S&P's increasing concerns
regarding the company's ability to remain in compliance with
covenants that govern its senior secured credit facilities," said
Standard & Poor's credit analyst Thomas Nadramia.  Weakening
commercial construction activity combined with poor weather
conditions in much of the country during the quarter ended
March 31, 2010, have hurt Contech's operating results.  In
addition, the company faces more restrictive covenants under its
existing bank facility credit agreement over the next several
quarters, with its net debt to EBITDA covenant stepping down to
5.5x at June 30, 2010, and interest coverage stepping up to 2.15x.
At March 31, 2010, cushion under the covenants was sufficiently
thin that a minor deterioration in results would result in a
violation of the covenants.  Therefore, S&P expects Contech will
be required to seek amendments or waivers of its covenant
requirements or pursue further restructuring of its debt
obligations.

In resolving the CreditWatch listing, S&P will assess Contech's
plans to address potential near- to intermediate-term liquidity
constraints caused by the covenant changes given the difficult
operating and credit market conditions that are likely to continue
during this period.


CONTINENTAL AIRLINES: Expects to End Q2 with $3.5-Bil. Cash
-----------------------------------------------------------
Continental Airlines on Monday issued an investor update providing
information on Continental's guidance for the second quarter and
full year 2010 on a standalone basis.  The report does not take
into account any changes that could result from the proposed
merger with UAL Corporation.

Continental Airlines anticipates ending the second quarter of 2010
with an unrestricted cash, cash equivalents and short-term
investments balance of approximately $3.5 billion.  The Company's
previous estimate provided on April 22, 2010 assumed the holders
of its $175 million 5% convertible notes would exercise their
initial put option and that the notes would be repurchased by the
Company and settled in cash.  Holders of the notes chose not to
exercise this initial put option which expired on June 14, 2010,
and as a result, the notes remain outstanding.

Continental has filed with the Securities and Exchange Commission
Amendment No. 2 to the Tender Offer Statement on Schedule TO filed
by Continental with respect to the right of each holder of the
Notes to sell -- and the obligation of the Company to repurchase
the Notes -- as set forth in the Company Notice to Holders of 5%
Convertible Notes due 2023, dated May 17, 2010, and the Supplement
to Company Notice to Holders of 5% Convertible Notes due 2023,
dated May 23, 2010.  According to Amendment No. 2, the Company was
advised by The Bank of New York Mellon, as paying agent, that no
Notes were validly surrendered for purchase and not withdrawn
prior to the expiration of the Put Option.

The Company can elect to exercise its call option in accordance
with the terms of the indenture for the notes.

As of June 18, 2010, scheduled debt and capital lease payments for
the full year 2010 are $813 million, with $151 million paid in the
first quarter and approximately $261 million, $76 million and
$325 million scheduled in the second, third and fourth quarters of
2010, respectively.

For the second quarter of 2010, the Company expects both its
consolidated and mainline load factors to be up about 1.5 points
year-over-year compared to the same period in 2009.  For the full
year 2010, Continental expects its consolidated capacity to be up
0.5% to 1.5% yoy.  Mainline capacity is expected to be up 0.5% to
1.5% yoy, with mainline domestic capacity down 0.5% to 1.5% yoy
and mainline international capacity up 2% to 3% yoy.

The Company is expecting to record a foreign exchange loss in the
second quarter 2010 due to recent declines in the value of many
foreign currencies against the U.S. dollar.  Declines primarily in
the euro and British pound against the U.S. dollar have resulted
in losses on foreign-denominated cash and other receivables
related to its operations in those areas of the world.  The
Company estimates that its foreign exchange losses in the second
quarter 2010 will be approximately $10 million.

As of June 18, 2010, the Company has contributed $74 million to
its tax-qualified defined benefit pension plans.  The Company
estimates that its remaining minimum funding requirements for
calendar year 2010 are approximately $50 million.

The Company estimates that its non-cash pension expense will be
approximately $215 million for 2010.  This amount excludes non-
cash settlement charges related to lump-sum distributions.
Settlement charges are possible during 2010, but the Company is
not able at this time to estimate the amount of these charges.

A full-text copy of the investor update is available at no charge
at http://ResearchArchives.com/t/s?651f

On June 14, 2010, Continental said it plans to launch new daily
nonstop flights between Houston and Lagos, Nigeria, beginning
November 10, 2011, subject to government approval.  It will be the
first daily scheduled service offered between Texas and Africa by
any carrier.

Lagos will be Continental's first destination in Africa and the
30th city in its trans-Atlantic route network.  It is the second
new international destination announced in the last month that
will be served nonstop from Houston, Continental's largest hub.
Continental currently serves 63 international destinations nonstop
from Houston and recently announced plans to begin nonstop service
between Houston and Auckland beginning November 16, 2011, subject
to government approval.

                        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.


CONTINENTAL AIRLINES: Local Governments, et al. Support Merger
--------------------------------------------------------------
UAL Corp.'s United Air Lines and Continental Airlines disclosed
last week they have received broad support from local governments,
civic and other various organizations and airport directors for
their proposed merger.  A list of those who publicly gave their
support to the merger is available at no charge at:

                http://ResearchArchives.com/t/s?650a

On June 15, Jeffery Smisek, Continental's Chairman, President and
Chief Executive Officer, and Zane Rowe, Continental's Executive
Vice President and Chief Financial Officer, made a presentation at
the Bank of America Merrill Lynch 2010 Global Transportation
Conference.

A full-text copy of the presentation is available at no charge
at http://ResearchArchives.com/t/s?6521

A full-text copy of the transcript of the presentation by
Messrs. Smisek and Rowe is available at no charge
at http://ResearchArchives.com/t/s?6522

Kathryn A. Mikells, Executive Vice President and Chief Financial
Officer of UAL Corporation and United Air Lines, Inc., also spoke
at the Bank of America Merrill Lynch Global Transportation
Conference.  A full-text copy of the presentation is available at
no charge at http://ResearchArchives.com/t/s?6508

                        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.


CONTINENTAL AIRLINES: Testifies, With UAL, Before House Panel
-------------------------------------------------------------
UAL Corp.'s Glenn Tilton and Continental Airlines' Jeff Smisek
testified on June 16 before two U.S. House subcommittees about the
benefits of the merger for employees, customers, shareholders and
the communities both United and Continental serve.  Also
testifying before the House Transportation and Infrastructure and
Judiciary committees were representatives from labor unions and
witnesses representing different points of view on anti-trust
issues and industry competition.

Messrs. Tilton and Smisek both discussed the challenges the
industry faces and its chronic inability to cover its costs.  They
explained that the merger is one step the two companies can take
toward achieving sustained profitability.

"We must create economic sustainability through the business
cycle, and to that end our objective at United has been consistent
-- to put our company on a path to sustained profitability," Mr.
Tilton said.  "Our proposed merger is a logical and essential step
toward our objective of sustained profitability."

Representatives from the IAM, AFA, and ALPA, the pilots' union for
both airlines, testified.  ALPA representatives said the merger
represents an opportunity for both airlines.

"United and Continental managements now stand at the threshold of
what could be a great airline, one that sees sustainable profits
and will also provide unmatched service to our customers," said
Captain Wendy Morse, chairman of United's ALPA master executive
council, in her written testimony to the committees.  "The
proposed merger between United and Continental represents not only
an opportunity for both airlines, but a possible sea-change in the
economic direction and customer satisfaction for the airline
industry. How this merger is handled will determine whether it is
change for the better."

Rep. James Oberstar, chairman of the Transportation and
Infrastructure Committee, suggested the proposed merger would
reduce competition, which he believes is counter to the intention
of Congress in legislating for a deregulated market.

Others on the committee spoke in favor of the merger and entered
into the record hundreds of letters of support from the
communities they represent.

Rep. Frank LoBiondo, a New Jersey Republican, said the merger will
strengthen both United and Continental and help reduce job losses.
"Do we want to see our employees go by the wayside?" he asked.

William Swelbar, research engineer for the MIT International
Center for Air Transportation, testified that the proposed merger
would enable United and Continental to better compete both
domestically and globally.

"The network carrier model of the 1980s and 1990s does not work in
today's environment," Mr. Swelbar testified. "Consolidation is a
logical step to position airlines in a highly fragmented domestic
and global industry to better weather the financial challenges
that have caused years of economic pain for many stakeholders and
a rising tide of red ink."

Both Messrs. Tilton and Smisek returned to testify before the
Senate Commerce, Science and Transportation Committee on June 17.

                        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.


C.P.A. INSURANCE: A.M. Best Upgrades FSR to 'B+'
------------------------------------------------
A.M. Best Co. has upgraded the financial strength rating to B+
(Good) from B (Fair) and issuer credit rating to "bbb-" from "bb"
of C.P.A. Insurance Company (C.P.A.) (West Bloomfield, MI).  The
outlook for both ratings is stable.

The ratings reflect C.P.A.'s change in ownership in 2008, as well
as the replacement of the management team under the previous
owner.  Other positive rating factors are the low underwriting
leverage and well-defined niche market, providing railroad workers
job loss insurance for over 100 years.  C.P.A. also has very
strong capitalization as measured by its high Best Capital
Adequacy Ratio (BCAR).

These positive rating factors are offset by C.P.A.'s significant
ownership interest in Premium Finance, Inc., which constitutes 60%
of surplus at year-end 2009, and the potential inherent risk
associated with the ramp up of the new business plan as C.P.A.
enters new lines of business.

The positive rating outlook recognizes C.P.A.'s low underwriting
leverage and A.M. Best's anticipation of improved underwriting
performance through the company's focus on achieving expense
efficiencies, while prudently growing its premium base.  The new
ownership plans for C.P.A. to expand into other lines of business
as it obtains a full property and casualty license and gains
admission into additional states.  C.P.A. plans on reinsuring all
of the risks on new lines of business, resulting in high ceded
leverage and elevated credit risk.

A.M. Best remains the leading rating agency of captive insurers
rating a wide variety of more than 200 captives in the United
States and throughout the world.


DANAOS CORP: Financial Covenant Violations Cue Going Concern Doubt
------------------------------------------------------------------
Danaos Corporation filed on June 18, 2010, its annual report on
Form 20-F for the year ended December 31, 2009.

PricewaterhouseCoopers S.A., in Athens, Greece, expressed
substantial doubt about the Company's ability to continue as a
going concern after auditing the Company's financial statements
for the year ended December 31, 2009.  The Company noted of the
Company's inability to comply with financial covenants under its
current debt agreements as of December 31, 2009, and its negative
working capital deficit.

As of December 31, 2009, the Company was newly in breach of the
corporate leverage ratio in its $60 million credit facility with
HSH Nordbank and the market value adjusted net worth covenant
under its $180 million credit facility with Deutsche Bank, in each
case for which the Company has not obtained a waiver.  In
addition, although the Company was in compliance with the
covenants in its credit facility with the Export-Import Bank of
Korea under the cross default provisions of this credit facility,
and the cross default provisions of the Company's other credit
facilities for which waivers have been obtained during 2009, the
respective lenders could require immediate repayment of the debt
outstanding thereunder.

The Company classified its long-term debt of $2.3 billion as of
December 31, 2009, as current debt.  The Company continues to pay
loan installments and accumulated or accrued interest as they fall
due under the existing credit facilities.

The Company reported net income of $36.1 million on $319.5 million
of revenue for 2009, compared with net income of $115.2 million on
$298.9 million of revenue for 2008.

The Company's balance sheet as of December 31, 2009, showed
$3.143 billion in assets, $2.737 billion of liabilities, and
$405.6 million of stockholders' equity.

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

               http://researcharchives.com/t/s?6519

Headquartered in Piraeus, Greece, Danaos Corporation (NYSE: DAC)
-- http://danaos.com/-- is an international owner of
containerships, chartering its vessels to many of the world's
largest liner companies.  The Company operates through a number of
subsidiaries incorporated in Liberia and Cyprus.  As of May 31,
2010, the Company had a fleet of 45 containerships aggregating
193,629 TEUs, making the Company among the largest containership
charter owners in the world, based on total TEU capacity.


DAVI SKIN: Files for Chapter 11 Protection
------------------------------------------
BankruptcyData.com reports that Davi Skin, also known as, MW
Medical, has filed for Chapter 11 protection (Bankr. D. Nev. Case
No. 10-20965).  The Company, which is involved with cosmetics'
manufacturing, is represented by Timothy S. Cory of Timothy S.
Cory & Associates.  Davi Skin has not filed an annual report with
the Securities and Exchange Commission since May 2008.  Davi Skin,
which was previously known as MW Medical, emerged from a previous
Chapter 11 filing on November 19, 2002.


DAVID MEARS: Creditors Have Until July 10 to File Proofs of Claim
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
has established July 10, 2010, as the last day for any individual
or entity to file proofs of claim against David George Mears.

The Court also set October 13 as governmental unit bar date.

Proofs of claim must be filed with:

     Clerk of the U.S. Bankruptcy Court
     219 South Dearborn Street, Room 710
     Chicago, IL 60604

Wayne, Illinois-based David George Mears filed for Chapter 11
bankruptcy protection on April 12, 2010 (Bankr. N.D. Ill. Case No.
10-16088).  Michael J. Davis, Esq., at Springer, Brown, Covey,
Gaetner & Davis, assists the Company in its restructuring effort.


DENTON LONE: Disclosure Statement Hearing Set for July 19
---------------------------------------------------------
The Hon. Brenda T. Rhoades of the U.S. Bankruptcy Court for the
Eastern District of Texas will consider approval of a Disclosure
Statement explaining Denton Lone Oak Holdings, L.P.'s Chapter 11
Plan at July 19, 2010, at 10:30 a.m.  The hearing will be held at
Plano - U.S. Bankruptcy Court, Suite 300B, 660 North Central
Expressway, Plano, Texas.  Objections, if any, are due on July 12.

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 contemplates
reorganizing its business through a restructuring of the debt and
continued operation of the hotel.  The Debtor intends to service
its plan obligations from August 2010, to December 2015.

Rainier/Lacey submitted a $20,000 bid to purchase the new
partnership interest and, in the event that they are the
successful bidders, they will receive the new partnership
interests.

                        Treatment of Claims

Class 2 - Secured Denton County/City Tax Claims -- holder will
          retain any lien it holds and will receive payment in
          full.

Class 3 - Priority Employee Claims -- will be paid in accordance
          with the Debtor's prepetition custom and practice.  No
          interest will be paid on Priority Employee Claims.

Class 4 - Comptroller Claims -- will receive 100% of its allowed
          claims.

Class 5 - Unsecured Claims -- each holder of the claim will
receive
          100% of their proportionate share of these yearly
          payments:

          2010 - $60,000
          2011 - $20,000
          2012 - $30,000
          2013 - $67,000
          2014 - $67,000
          2015 - $66,044

          The Debtor will make the payments yearly but only until
          each holder is paid in full.  No interest will be paid
          on unsecured claims.

Class 6 - TFL Claims -- upon full payment of Class 5 claims, TFL
          will receive an amount equal to 10% of its allowed
          claim.

Class 7 - Subordinated Insider Claims --  upon full payment of
          Class 6 claims, each holder of Subordinated Insider
          Claims will receive their proportionate share of 30% of
          the Debtor's yearly net profit until paid in full.

Class 8 - Current Partnership Interest will be cancelled on the
          effective date and new partnership interests will be
          issued to the new partnership owners.

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

The Debtor is represented by:

     Hiersche, Hawyward, Drakeley & Urbach
     15303 Dallas Parkway, Suite 700
     Addison, TX 75001
     Tel: (972) 701-7000
     Fax: (972) 701-8765

                         About Denton Lone

Denton Lone Oak Holdings, L.P., owns and operates a hotel in
Denton, Texas.  The Company filed for Chapter 11 bankruptcy
protection on March 15, 2010 (Bankr. E.D. Texas Case No. 10-
40836).  Russell W. Mills, Esq., at Hiersche Hayward et al.,
assists the Company in its restructuring effort.  The Company
estimated its assets and debts at $10,000,001 to $50,000,000.


DETROIT MEDICAL: Focus Management Reviewing Sale to Vanguard
------------------------------------------------------------
Focus Management Group USA, Inc., has been retained by the
Department of the Attorney General for the State of Michigan to
work cooperatively in a review of the proposed sale of
substantially all assets of Detroit Medical Center and its
affiliates (DMC) to Vanguard Health Systems (Vanguard).

On June 11, the DMC, Michigan's largest provider of safety-net
care to the poor, announced it had signed a $1.2 billion contract
with Vanguard Health Systems of Nashville, TN, to sell the eight-
hospital system and related entities.  The two parties hope to
complete the sale by November 1, 2010, pending State reviews.
Focus will be responsible for providing the Department with a
comprehensive assessment of the financial and operational aspects
of DMC and Vanguard with a view to ensuring, among other aspects,
the ability of the successor entity post-transaction to maintain
the provision of charity care and core services.

Leading the review of the proposed sale are Focus Managing
Directors James Hopwood -- j.hopwood@focusmg.com -- and Daniel
McMurray.  Mr. Hopwood has extensive healthcare experience in a
broad base of financial management positions, with in-depth
experience in accounting and finance, capital raising, revenue
cycle management, labor productivity and cost restructuring, cash
flow forecasting, financial analysis, and mergers and
acquisitions. McMurray is a senior executive with more than 30
years experience in the healthcare industry, has served as Patient
Care Ombudsman in numerous situations, and has a proven track
record of achievements working for healthcare systems, individual
hospitals, and medical institutions and associations.

Mr. Hopwood is based out of the firm's Chicago, IL office and can
also be reached at (773) 724-2082.  Based out of Tampa, FL, Mr.
McMurray -- d.mcmurray@focusmg.com -- can be reached at (813) 281-
0062.

                     About Focus Management Group

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

                         About Detroit Medical

Detroit Medical Center operates eight hospitals, five of which are
located on the main campus west of downtown Detroit.  In 2009, on
a consolidated basis DMC had total revenues of approximately
$2.1 billion.  Vanguard Health Systems, Inc., is an investor owned
healthcare company that, as of Dec. 31, 2009, owned or operated 15
acute care hospitals in Texas, Arizona Illinois and Massachusetts.


DRAGON PHARMA: To Ask Shareholders in July to OK Merger
-------------------------------------------------------
Dragon Pharmaceutical Inc. will ask shareholders at a special
meeting in July to consider and vote on these proposals:

     1. to adopt the Agreement and Plan of Merger, dated as of
        March 26, 2010, by and among Dragon, Chief Respect
        Limited, a Hong Kong corporation, Datong Investment Inc.,
        a Florida corporation and subsidiary of Chief Respect
        Limited, and Mr. Yanlin Han, pursuant to which Datong
        Investment Inc. will merge with and into Dragon and each
        holder of Dragon shares of common stock, excluding Mr.
        Han, will receive $0.82 per share; and

     2. to adjourn or postpone the special meeting, if necessary
        or appropriate, including to solicit additional proxies in
        the event there are not sufficient votes in favor of
        adoption of the Merger Agreement at the time of the
        special meeting.

Dragon has yet to set a particular date for the meeting.  The
meeting will be held at Dragon's corporate office located at Suite
310, 650 West Georgia Street, in Vancouver, British Columbia,
Canada.

As reported by the Troubled Company Reporter on June 8, 2010,
Chief Respect and Datong Investment inked an Agreement and Plan of
Merger with Dragon pursuant to which Datong will merge with and
into Dragon and all shareholders of Dragon, except certain
shareholders, will receive $0.82 for each share of common stock of
Dragon.

Chief Respect Limited and Datong Investment have entered into a
Promissory Note dated as of May 17, 2010, with Yang Yong as
lender.  The Lender will provide $10,000,000 to Chief Respect for
the Borrowers to complete the Merger Agreement.  The Principal
Amount will be due and payable on December 30, 2011.

A full-text copy of the Company's proxy statement is available at
no charge at http://ResearchArchives.com/t/s?6524

The Special Committee of the Board of Directors of Dragon has
engaged Canaccord Financial to provide an opinion as to the
fairness from a financial point of view, of the consideration paid
to Dragon shareholders, by Mr. Han.

A full-text copy of Discussion Notes Preliminary Prepared By
Canaccord Financial on March 3, 2010, is available at no charge at
http://ResearchArchives.com/t/s?6526

A full-text copy of Discussion Notes Preliminary Prepared By
Canaccord Financial on March 24, 2010, is available at no charge
at http://ResearchArchives.com/t/s?6527

                    About Dragon Pharmaceutical

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

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

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

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


DYNCORP INTERNATIONAL: Gets Requisite Consents for 2013 Notes
-------------------------------------------------------------
DynCorp International LLC has received, as of 5:00 p.m. New York
City time, on June 18, 2010, tenders and consents from holders of
$374,112,000 principal amount, or approximately 99.4%, of the 9.5%
Senior Subordinated Notes due 2013 of DI and DIV Capital
Corporation in connection with its previously announced cash
tender offer and consent solicitation.  The tender offer and
consent solicitation is being conducted pursuant to that certain
Agreement and Plan of Merger, dated as of April 11, 2010, by and
among DynCorp International, Delta Tucker Holdings, Inc. and Delta
Tucker Sub, Inc.  Parent and Merger Sub are entities created on
behalf of affiliated funds and/or managed accounts of Cerberus
Capital Management L.P. Pursuant to the Merger Agreement, as of
the effective time of the Merger, DynCorp International will
become a wholly-owned subsidiary of Parent.

As a result of the receipt of the requisite consents, DI and DIV
Capital Corporation intend to enter into a supplemental indenture
effecting the proposed amendments, substantially as described in
the Offer to Purchase and Consent Solicitation Statement dated
June 7, 2010, and the related Consent and Letter of Transmittal,
with the trustee under the indenture.  The proposed amendments,
which will eliminate most of the restrictive covenants and certain
events of default, will become operative when DI accepts for
purchase the Notes validly tendered pursuant to the terms of the
Offer Documents.  Upon execution of the supplemental indenture,
holders who have validly tendered their Notes may no longer
withdraw their tenders and consents.

DI's tender offer is subject to the conditions set forth in the
Offer Documents including, among other things, the consummation of
the Merger.  However, completion of the tender offer and consent
solicitation is not a condition to completion of the Merger.

DI has retained Citi and BofA Merrill Lynch to act as dealer
managers in connection with the tender offer and consent
solicitation.  Questions about the tender offer and consent
solicitation may be directed to Citi at (800) 558-3745 (toll free)
or (212) 723-6106 (collect) or BofA Merrill Lynch at (888) 292-
0070 (toll free) or (980) 388-9217 (collect).  Copies of the Offer
Documents and other related documents may be obtained from
MacKenzie Partners, Inc., the information agent and depositary for
the tender offer and consent solicitation, at (800) 322-2885 (toll
free) or (212) 929-5500 (collect).

                     About DynCorp International

DynCorp International Inc., through its wholly-owned subsidiary
DynCorp International LLC, is a global government services
provider in support of U.S. national security and foreign policy
objectives, delivering support solutions for defense, diplomacy,
and international development. DynCorp International operates
major programs in logistics, platform support, contingency
operations, and training and mentoring to reinforce security,
community stability, and the rule of law. DynCorp International is
headquartered in Falls Church, Va.

                         *     *     *

As reported in the Troubled Company Reporter on April 14, 2010,
Standard & Poor's Ratings Services placed its ratings, including
its 'BB' corporate credit rating, on Falls Church, Va.-based
DynCorp International LLC on CreditWatch with negative
implications.


ECHELON PROPERTY: A.M. Best Upgrades FSR to 'B+'
------------------------------------------------
A.M. Best Co. has upgraded the financial strength rating (FSR) to
B+ (Good) from B (Fair) and issuer credit rating (ICR) to "bbb-"
from "bb+" of Echelon Property & Casualty Insurance Company
(Echelon) (Chicago, IL).  Additionally, A.M. Best has affirmed the
FSR of A- (Excellent) and ICR of "a-" of the direct parent company
of Echelon, Guardian Insurance Company, Inc. (Guardian) (St.
Thomas, Virgin Islands).  The outlook for all ratings is stable.

The upgrading of Echelon's ratings is based on its solid risk-
adjusted capitalization, as well as the financial and operating
support provided by Guardian.  In 2008, Echelon was acquired by
one of the subsidiaries of Lockhart Companies, Inc. (LCI), a
U.S. Virgin Islands (USVI) corporation, which owns and operates
commercial real estate and provides insurance and financial
services in various markets.  Echelon's new ultimate parent,
LCI, made a $4.2 million capital contribution in 2008 and a
$1.3 million capital contribution in 2009 that was driven by the
merger of an affiliate, Guardian Property & Casualty, into
Echelon.  LCI has indicated its intention to support Echelon as
management implements its re-underwriting and growth strategies.
Furthermore, in fourth-quarter 2009, Echelon became a wholly owned
subsidiary of Guardian, the lead insurance company under LCI, and
benefits from common management.

Partially offsetting the positive rating factors are Echelon's
historical operating and underwriting losses.  In addition,
management's strategic business plans project continued losses
over the near term, which in conjunction with projected premium
growth, are expected to reduce risk-adjusted capitalization going
forward.  Furthermore, there is execution risk associated with the
successful implementation of Echelon's business plans.

The affirmation of the ratings for Guardian recognizes its strong
risk-adjusted capitalization, solid operating results, dominant
automobile market share, brand name recognition in the USVI
marketplace and the financial support it receives from LCI.
Partially offsetting these factors is Guardian's elevated expense
structure, high dependence on reinsurance and the geographic
concentration of business in the USVI.


EMMIS COMMUNICATIONS: LKCM Funds Cut Class A Stake to 4.9%
----------------------------------------------------------
LKCM Private Discipline Master Fund SPC, LKCM Private Discipline
Management, L.P., LKCM Alternative Management, LLC, Luther King
Capital Management Corporation, J. Luther King, Jr. and J. Bryan
King disclosed that as of June 14, 2010, they hold 1,636,482
shares or roughly 4.9% of the Class A Common Stock, par value
$0.01 per share, of Emmis Communications Corporation.

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

                    About Emmis Communications

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

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

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

                           *     *     *

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

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


ENERGAS RESOURCES: Posts $77,600 Net Loss for April 30 Quarter
--------------------------------------------------------------
Energas Resources filed its quarterly report on Form 10-Q,
reporting a net loss of $77,606 on $63,158 of total revenue for
the three months ended April 30, 2010, compared with a net loss of
$177,329 on $43,438 of total revenue during the same period a year
ago.

The Company's balance sheet at April 30, 2010, listed $7.3 million
in total assets and $949,953 in total liabilities, for a
stockholder's equity of $6.4 million.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?6509

                      About Energas Resources

Based in Oklahoma City, Oklahoma, Energas Resources Inc. (OTC BB:
EGSR) -- http://www.energasresources.com/-- is primarily engaged
in the operation, development, production, exploration and
acquisition of petroleum and natural gas properties in the
United States through its wholly-owned subsidiary, A.T. Gas
Gathering Systems Inc.  In addition, the company owns and operates
natural gas gathering systems located in Oklahoma, which serve
wells operated by the company for delivery to a mainline
transmission system.  The majority of the company's operations are
maintained and occur through A.T. Gas.

Smith, Carney & Co. P.C. has expressed substantial doubt against
Energas Resources Inc.'s ability as a going concern after auditing
the Company's results for the fiscal year ended January 31, 2010.

In its Form 10-K filed with the U.S. Securities and Exchange
Commission, the Company reported a net loss of $1.9 million on
$165,794 of total revenue for the year ended Jan. 21, 2010,
compared with a net loss of $2.4 million on $284,297 total revenue
during the same period a year ago.


EVEREADY INSURANCE: A.M. Best Cuts Issuer Credit Rating to 'bb'
---------------------------------------------------------------
A.M. Best Co. has downgraded the issuer credit rating (ICR) to
"bb" from "bb+" and affirmed the financial strength rating of B
(Fair) of Eveready Insurance Company (Eveready) (New York, NY).
The outlook for both ratings has been revised to negative from
stable.

The ratings reflect Eveready's accelerated premium growth,
elevated underwriting leverage, geographic risk concentration and
comparatively high expense structure.  These negative rating
factors are partially offset by the company's adequate risk-
adjusted capitalization, management's local market knowledge and
its conservative investment portfolio.  The outlook reflects the
company's accelerated growth, which, if too excessive, could erode
its capital base in the near to mid term.

Eveready's elevated reserve leverage is due to its highly
litigious downstate New York automobile marketplace.  As a result,
operating results are subject to changes in the regulatory and
legislative environment, as well as competitive market pressures.
Elevated underwriting leverage measures have been attributed to
competitive market conditions and the company's business mix
change, which emphasizes automobile physical damage business.  In
addition, Eveready's earnings over the past several years have
been tempered by persistent unprofitable underwriting results and
an elevated expense structure.

These negative rating factors are partially offset by Eveready's
loss experience, which has been favorable in recent years as
reflected by its five-year average pure loss ratio derived from
management's local market expertise and strong relationships with
key producers.  Operating performance has further benefited from
the company's profitable physical damage book, newly launched
underwriting system accompanied by a new pricing structure, as
well as other income generated through installment fees.
Additionally, Eveready uses its "No-Fault Billing Projection
Model" as an effective monitoring tool to assist in forecasting
ultimate no-fault losses.


EXTENDED STAY: Committee Wants Exclusivity Terminated
-----------------------------------------------------
On the eve of the June 17, 2010 scheduled hearing for the
adequacy of Extended Stay Inc.'s Disclosure Statement, the
Official Committee of Unsecured Creditors filed a motion in court
asking Bankruptcy Judge James Peck to:

   (i) terminate the Debtors' exclusive periods to file a plan
       of reorganization and solicit acceptances for that plan;
       and

  (ii) adjourn the Disclosure Statement hearing relating to
       Debtors' Fifth Amended Plan of Reorganization.

Mark T. Power, Esq., at Hahn & Hessen LLP, in New York, revealed
that the Creditors Committee and affiliates of Starwood Capital
Group Global, L.P., seek to file promptly an alternative plan of
reorganization, which offers substantially greater value to all
constituencies.  The plan, according to Mr. Power, is premised on
a total capitalization of the reorganized entities of at least
$4.8 billion, including a new cash investment of approximately
$700 million.

The Committee/Starwood Plan offers substantially greater
distributions to creditors, including distributions comprised of
equity and warrants to creditors currently out of the money under
the Debtors' Fifth Amended Plan, resulting in hundreds of
millions of dollars in additional value for the Debtors'
bankruptcy estates and their creditors, Mr. Power told the Court.
Under the Committee/Starwood Plan, he added, all significant
unsecured creditors have the potential for realizing a recovery
on their claims depending on the total enterprise value at the
time the warrants are exercised and through a current rights
offering, fully backstopped by Starwood.

Mr. Power summarized the salient points of the proposed
Committee/Starwood Plan compared to the Fifth Amended Plan are:

Transaction    ESI/Centerbridge Plan     Committee/Starwood Plan
-----------    ---------------------     ----------------------
Mortgage Debt   Only proposes to pay      Reinstates Mortgage
                on the Effective Date      Debt at $4.1 billion
                $3.925 billion to the      with all contractual
                Mortgage Debt Parties.     non-default interest
                The Debtors and Special    and amortization
                Servicer argue that        paid, representing a
                this will result in        full recovery to the
                them having a              Mortgage Debt Parties
                significant deficiency     with no deficiency
                claim of nearly $200 mil.  claim.  Mortgage Debt
                                           Parties will be
                                           unimpaired.

Distribution    Plan sponsor owns 100%    Mezzanine Creditors
of Equity       of the reorganized        are provided 5% of
                entities' equity, with     the reorganized
                nothing being distributed  entities' equity and
                to creditors.              possibly
                                           significantly more
                                           depending on the
                                           level of
                                           participation in the
                                           rights offering,
                                           distributed in
                                           accordance with the
                                           Intercreditor
                                           Agreement.

Rights          No rights offering.       Fully committed and
Offering                                  backstopped rights
                                           offering of 20% of
                                           primary equity to
                                           Mezzanine Creditors
                                           for approximately
                                           $140 million.

Warrants        No warrants offered.      Mezzanine Creditors
                                           receive warrants for
                                           20% of the
                                           reorganized entities.

Litigation      Inadequately funds        Initially funds
Trust           litigation trust with     litigation trust with
                a $5 million advance.      $15 million loan and
                Furthermore, net           recoveries will be
                recoveries would first     distributed to
                to the Mortgage Debt       unsecured creditors.
                Parties to the extent
                of their allowed
                deficiency claim.

A full-text copy of the term sheet of the Committee/Starwood Plan
is available for free at:

   http://bankrupt.com/misc/ES_CommPlan_TermSheet_061610.pdf

The Creditors Committee also submitted to the Court an additional
exhibit to the Exclusivity Termination Motion.  The Creditors
Committee reveals that the estimated cost to Reinstate Mortgage
at emergence is $67.8 million, of which emergence is assumed to
occur on September 10, 2010.

On behalf of the Creditors Committee, Mr. Power contends that he
May 27, 2010 auction, whereby the $3.925 billion offer for plan
funding from a group of investors led by Centerbridge Partners
LP, Paulson & Co., and Blackstone Real Estate Associates VI L.P.
was selected as the winning bid, was not a sale process conducted
under the provisions of Section 363 of the Bankruptcy Code.
"Rather, it was the Debtors' construct designed to permit it to
choose a sponsor for its plan," he says.

The Creditors Committee believes that the auction process
overseen by the Debtors was fundamentally flawed in its coercive
effect of forcing all-cash bids due to the undue influence by the
Mortgage Debt Parties.  "Such actions rendered the Debtors'
auction incapable of realizing the maximum value of the Debtors'
business," Mr. Power points out.

Under this backdrop, the Creditors Committee has elected to press
forward with its alternative plan, which it believes is in the
best interest of all creditor constituencies.

"As the Committee/Starwood Plan offers substantially greater
value to the estates and all creditor classes, the Court should
terminate the Debtors' exclusive periods and permit the two
competing plans to be presented simultaneously to creditors for
voting," Mr. Power says.  "[T]he creditors should be permitted to
evaluate the competing plans in tandem to make an informed
decision."

Concurrently, the Creditors Committee averred that an adjournment
of the Disclosure Hearing was necessary because the Fifth Amended
Plan filed on June 8 was not at all similar to the Fourth Amended
Plan.  Mr. Power argued that the Fifth Amended Plan is the
product of an "all-cash" bid, and is a completely different plan
than that previously proposed.  He maintained that the Debtors
violated the 28-day notice period requirement under Rules 2002(b)
and 3017(a) of the Federal Rules of Bankruptcy Procedure by their
attempts to foist the Fifth Amended Plan merely 8 days before the
scheduled June 17 Disclosure Statement Hearing upon constituents
via their end-run around the statutory notice period.

Starwood Capital Group Global, L.P. and certain of its affiliates
joined, supported and adopted the reasoning set forth in the
Exclusivity Termination Motion of the Creditors Committee.

The Creditors Committee also asked the Court for an expedited
hearing on its request.  The Committee's counsel, Mr. Power,
filed a declaration in support of the Motion to Shorten.

                        About Extended Stay

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

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

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


EXTENDED STAY: Court Affirms Auction Results, Centerbridge Deal
---------------------------------------------------------------
Judge James M. Peck of the U.S. Bankruptcy Court for the Southern
District of New York approved the results of the auction on the
assets of Extended Stay Inc.'s debtor affiliates after losers
withdrew their objections to the $3.9 billion deal, Bloomberg
News reports.

"It is my view based upon what I have read that the auction was
fairly conducted, that it took quite a long time, involved very
sophisticated parties and produced an extraordinarily good
result," Reuters' Caroline Humer quoted Judged Peck at a hearing
held last June 17.

A group of investors led by Centerbridge Partners LP, Paulson &
Co., and Blackstone Real Estate Associates VI L.P. emerged as the
winner of the May 27, 2010 auction for the Extended Stay plan
sponsorship, beating out another bidder led by Starwood Capital
Group and TPG Capital.  Starwood earlier opposed the auction
results and teamed up with the Official Committee of Unsecured
Creditors in an effort to file a competing plan for the creditors
to vote on.

Starwood's bid was $3.88 billion in cash, according to Reuters.

In light of the selection of the auction winner, the Debtors
filed a Fifth Amended Joint Chapter 11 Plan of Reorganization and
Disclosure Statement on June 8, 2010, to reflect Centerbridge's
$3.925 billion offer for plan funding.  The Centerbridge winning
bid provides for an all cash purchase of ESA Properties LLC and
73 other debtor affiliates.  Aside from the cash, Centerbridge
also offered to contribute certificates, representing interests
in a pre-bankruptcy $4.1 billion mortgage loan for the equity of
ESI's debtor affiliates.

The hearing to consider the Disclosure Statement accompanying the
Extended Stay/Centerbridge Plan commenced on June 17, 2010.

At the hearing, Judge Peck said he would approve a summary of the
Plan to allow the Debtors' creditors to begin voting on it, David
McLaughlin of Bloomberg News reports.

"When you submit it, I'll be happy to review it and will likely
enter it," Reuters quoted Judge Peck as saying.

Although Starwood dropped its objection to the auction results,
it told the Court that together with the Creditors Committee, it
will move ahead with its request to file a rival plan, Reuters
reports.

Judge Peck, however, said he is "not inclined" to grant approval
of Starwood's request, Bloomberg News says.  The report adds that
Judge Peck criticized Starwood for complaining that the auction
process was unfair.  "Starwood had its opportunity, voluntarily
chose to participate in the auction, but more to the point,
voluntarily chose to walk away," Judge Peck said.

Judge Peck, Reuters relates, will not schedule until July 20,
2010, a hearing to consider the Creditors Committee and
Starwood's motion to terminate the Debtors' exclusivity periods
for an opportunity to file a competing plan.  Starwood's counsel
has argued that the schedule would make it impossible to file a
plan.

                Debtors Insist Auction was Fair;
          Creditors Committee, et al., Assert Objections

Prior to the commencement of the Disclosure Statement Hearing,
the Debtors filed with the Court a reply (i) in further support
of their request for approval of the Investment and Standby
Purchase Agreement with the successful bidder and the Disclosure
Statement, and (ii) in response to the objections to the
Disclosure Statement Motion filed by:

  -- the Official Committee of Unsecured Creditors;

  -- Debt-U ESH, L.P. and Debt II ESH, L.P., affiliates of
     Starwood Capital Group Global, L.P.; and

  -- Manufacturers and Traders Trust Company, as Indenture
     Trustee.

In its objection document, the Creditors Committee asked the
Court to delay the Disclosure Statement hearing through July 6 or
have the Disclosure Statement heard at the July 20 omnibus
hearing.  The Creditors Committee insisted that in light of the
recently filed Fifth Amended Plan, the Debtors are not providing
parties-in-interest a fair opportunity to review the Disclosure
Statement and Amended Plan.

The Creditors Committee also asked the Court to deny approval of
the Disclosure Statement on grounds that it contains inadequate
information and it fails to meet the "fair and equitable"
requirements of Section 1129 of the Bankruptcy Code.  The
Creditors Committee added that it has been approached by the
Starwood investors regarding an alternative plan funding proposal
that will provide hundreds of millions of dollars in additional
value for the Debtors' estates.

A copy of the chart that summarizes the remaining issues raised
in the Disclosure Statement Objections, other than those that
relate to confirmation issues, and the Debtors' responses to
those Objections is available for free at:

  http://bankrupt.com/misc/ESI_DSObj_Responses_06162010.pdf

Representing the Debtors, Marcia Goldstein, Esq., at Weil Gotshal
& Manges LLP, in New York, contended that the Objectors'
contention is a classic case of "sour grapes."  She maintained
that the Debtors conducted an almost 19-hour of active bidding
auction for the right to sponsor the Debtors' plan, which auction
ensured a level playing field for the competing bidders.

Ms. Goldstein asserted that the Court should not permit Starwood
to do an end run around an auction in which it voluntarily
participated, by belatedly contending that the Debtors did not
get full value for their assets.  She also argued that the
concerns of the Creditors Committee and M&T are issues that
should be raised, if at all, at the Plan confirmation hearing.

                 Parties Support Debtors' Plan

Several parties-in-interest filed separate statements and
responses in support of the Fifth Amended Plan and in reply to
the Creditors Committee and Starwood's objection to that Plan.
The Responding Parties include:

  -- Banc of America Securities LLC and Bank of America, N.A.;

  -- Centerbridge Partners, L.P., and Paulson & Co. Inc., each
     on behalf of various investment funds and accounts they
     managed, and Blackstone Real Estate Partners VI L.P. on
     behalf of itself and its parallel funds and related
     alternative vehicles;

  -- CWCapital Asset Management LLC, solely in its capacity as
     Special Servicer; and

  -- Wells Fargo Bank, N.A., as successor to Wachovia Bank,
     N.A.

UBS Securities LLC and Cerberus Capital Management, L.P., filed a
joinder in support of the Statements and Responses.

                        About Extended Stay

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

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

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


EXTENDED STAY: U.S. Bank Has Time to Make Election on $4B Claim
---------------------------------------------------------------
Bankruptcy Judge James Peck grants in part U.S. Bank N.A.'s
amended motion, seeking additional time to make an election of its
$4.1 billion claim against Extended Stay Inc. and its debtor
affiliates.

As previously reported, U.S. Bank asked the Court to allow it to
make an election of its claim until at least 30 days after the
later to occur of:

(i) the approval of the Disclosure Statement accompanying the
     Debtors' Third Amended Chapter 11 Plan of Reorganization;
     or

(ii) a modification of the plan that changes, amends or alters
     th0 treatment of U.S. Bank's claim.

The Debtors filed a Fifth Amended Plan of Reorganization on
June 8, 2010.  Pursuant to the terms of the Plan Support
Agreement dated June 4, 2010, the Special Servicer may not make
any election under Section 1111(b) of the Bankruptcy Code in
connection with the Plan.  CWCapital Asset Management LLC, in its
capacity as Special Servicer for the Successor Trustee, has filed
an amended order setting forth a consensual resolution concerning
the motion among the Special Servicer, the Debtors, and the
Official Committee of Unsecured Creditors.

The request, therefore, is deemed withdrawn with respect to the
Special Servicer's right to make its Election under Section
1111(b) solely with respect to the Plan.

Judge Peck also extends the deadline for the Special Servicer to
make its Election under Section 1111(b) through a date to be
determined by a further Court order solely with respect to any
plan, other than the Debtors' Plan, that is proposed in the
Debtors' bankruptcy cases, if any.

                        About Extended Stay

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

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

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


ENVIROSOLUTIONS HOLDINGS: Second-Lien Creditors Oppose Plan
-----------------------------------------------------------
Bill Rochelle at Bloomberg News reports that EnviroSolutions
Holdings Inc. will face opposition from second-lien creditors and
the official creditors committee at the July 21 hearing for
approval of the Chapter 11 plan.  The junior lenders argue that
the first-lien creditors are being paid more than in full.  The
Official Committee of Unsecured Creditors likewise believes the
company is worth more than the first-lien debt.  The creditors
committee urged unsecured creditors to vote against the Plan that
was negotiated with holders of about 75% of the $211 million in
first-lien debt.

Bloomberg relates that the Plan calls for the first-lien creditors
to receive almost all of the new stock, plus an $85 million
secured term loan, in return for their existing $198 million term
loan.  The explanatory disclosure statement projects a 78%
recovery on the existing term loan.  Second-lien lenders, owed
$23.3 million, are to receive $1.2 million cash.  If they all vote
for the plan, grant releases and don't object to confirmation, the
recovery rises to $1.4 million.  The recovery on the second lien
is projected to be 5.1% to 6%.  Northwestern Mutual Life Insurance
Co., the holder of $41.7 million in subordinated notes, is to
receive nothing.  General unsecured creditors, owed $5.9 million,
are to be paid 17% in cash.

                  About EnviroSolutions Holdings

Based in Manassas, Virginia, EnviroSolutions Holdings, Inc., is an
integrated solid waste management company with a presence in
Virginia, Maryland, New Jersey, Kentucky, West Virginia, and the
District of Columbia.  The company's assets include three
landfills, four transfer stations and several hauling and
collection operations.

The Company filed for Chapter 11 bankruptcy protection on
March 10, 2010 (Bankr. S.D.N.Y. Case No. 10-11261).  John
Longmire, Esq., at Willkie Farr & Gallagher LLP, assists the
Company in its restructuring effort.  Alvarez and Marsal North
America, LLC, is the Company's restructuring advisor.  The
Company's financial advisor is Barclays Capital.  The Company
estimated its assets and liabilities at $100,000,001 to
$500,000,000.


FAM PROPERTIES: Files for Bankruptcy to Avoid Foreclosure
---------------------------------------------------------
Kim Crompton at The Journal of Business reports that FAM
Properties 1 LLC, FAM Properties 2 LLC, FAM Properties 3 LLC, and
FAM Properties 4 LLC file for bankruptcy under Chapter 11 to avert
foreclosure actions.  The Companies listed assets of $7.8 million
and debts of $5.6 million.  Frank and Anne Marie DeCaro, of
Spokane, own the commercial properties.


FANITA RANCH: U.S. Trustee Forms 3-Member Creditors Committee
-------------------------------------------------------------
Tiffany L. Carol, acting U.S. Trustee for Region 15, appointed
three members to the official committee of unsecured creditors in
the Chapter 11 cases of Fanita Ranch, LP.

The Creditors Committee members are:

1. Landbourn Company
   Attn: Nicholas Arthur
   7817 Ivanhoe Avenue
   La Jolla, CA 92037
   Fax: (858) 551-5553
   E-mail: narthur@san.rr.com

2. Simpson Delmore Greene LLP
   Attn: Paul J. Delmore
   600 W. Broadway, 4th Floor
   San Diego, CA 92101
   Tel: (619) 515-1194
   Fax: (619) 515-1197

3. Rick Engineering Company
   Attn: Roger Ball
   5620 Friars Road
   San Diego, CA 92110
   Tel: (619) 688-1421
   Fax: (619) 291-4165
   E-mail: rball@rickengineering.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.

Carlsbad, California-based Fanita Ranch, LP, filed for Chapter 11
bankruptcy protection on April 7, 2010 (Bankr. S.D. Calif. Case
No. 10-05750).  William A. Smelko, Esq., who has an office in El
Cajon, California, assists the Company in its restructuring
effort.  The Company estimated its assets and debts at $10,000,001
to $50,000,000.

The Company's affiliate, Barratt American, Inc., filed a separate
Chapter 11 petition on April 7, 2010 (Case No. 08-13249).


FIBREK INC: S&P Raises Corporate Credit Rating to 'B-'
------------------------------------------------------
Standard & Poor's Ratings Services said it raised its long-term
corporate credit rating on Longueuil, Que.-based Fibrek Inc.
(formerly SFK Pulp Fund) to 'B-' from 'CCC+'.

At the same time, S&P raised the issue-level rating on the
company's senior secured bank facility to 'B' (one notch above the
corporate credit rating on Fibrek) from 'CCC+'.  S&P also revised
the recovery rating on the debt to '2', indicating S&P's opinion
of a substantial (70%-90%) recovery in the event of default, from
'3', indicating S&P's expectation for meaningful (50%-70%)
recovery in a default scenario.

Finally, S&P removed all the ratings from CreditWatch where they
had been placed with positive implications May 18, 2010.  The
outlook on the company is positive.

"S&P bases the upgrade on its expectations that Fibrek's
completion of its refinancing transactions will significantly
reduce debt and contribute to stronger liquidity and credit
metrics," said Standard & Poor's credit analyst Jatinder Mall.

"The positive outlook reflects S&P's belief that the company will
continue to generate good levels of earnings and cash flows in the
next several months do to stronger-than-expected pulp market
conditions, resulting in a financial risk profile that is
consistent with a higher rating," Mr. Mall added.

The revision to the issue-level and the recovery ratings resulted
from S&P's analysis using a higher enterprise value in its
simulated default analysis: S&P has valued the company on what S&P
considers to be a "through-the-cycle EBITDA."  S&P believes this
more accurately represents a distressed enterprise value for
Fibrek at default because recent operating earnings indicate that
the company can remain solvent at an earnings level below its
assumed insolvency proxy.

The ratings on Fibrek reflect what S&P view as the company's
participation in the highly cyclical, fragmented, and competitive
global pulp industry; exposure to volatile pulp prices, exchange
rates, and fiber, energy, and chemical costs; and increasing
competition from low-cost South American pulp producers.  These
weaknesses are partially offset, in Standard & Poor's opinion, by
an improving financial risk profile as S&P expects the company
will be able to significantly reduce debt following its
refinancing plan, resulting in improved liquidity and credit
measures.  The ratings are also supported, in Standard & Poor's
opinion, by the company's high-degree of energy self-sufficiency
at its St. Felicien, Que. pulp mill and some product and
operational diversity.

The positive outlook reflects what Standard & Poor's views as the
company's strengthening financial flexibility following a
significant improvement in the pulp markets.  S&P expects that the
company's credit measures will improve markedly with debt-to-
EBITDA under 3x and EBITDA interest coverage over 3.5x.  S&P could
raise the ratings if the increase in pulp demand and prices is
sustained leading to liquidity improving to about C$100 million
with credit measures in line with S&P's expectations.  A negative
rating action could occur if the company is unable to complete the
proposed refinancing or cash flow falls significantly below S&P's
expectations, to approximately below break-even levels, due to a
meaningful deterioration in pulp prices, or if input costs
increase without a corresponding increase in selling prices.  The
ratings are constrained to the 'B' category by Fibrek's business
risk profile, including its small market position in the highly
competitive global pulp industry, exposure to volatile pulp
prices, exchange rates, and fiber, energy, and chemical costs.


FIRST AMERICAN: A.M. Best Withdraws 'bb' Debt Ratings
-----------------------------------------------------
A.M. Best Co. has revised the outlook to stable from negative and
affirmed the financial strength rating (FSR) of A- (Excellent) and
issuer credit ratings (ICR) of "a-" of First American Title
Insurance Group (First American) and its member companies.

A.M. Best also has withdrawn the ICR of "bbb-" as well as the debt
ratings of "bbb-" and "bb" on the senior debt and preferred
securities of the original holding company, First American
Corporation, and assigned an "nr" to these ratings.  Concurrently,
A.M. Best has withdrawn the "bb" on the capital securities of
First American Capital Trust I.  These withdrawals follow First
American's recent spin off of the insurance related and
information related services segments, resulting in two separate
holding companies with separate and independent boards of
directors as of June 1, 2010.

Concurrently, A.M. Best has assigned an ICR of "bbb-" to First
American Financial Corporation, Inc. (Santa Ana, CA) [NYSE: FAF].
The assigned outlook is stable.  (See below for a detailed list of
the companies and ratings.) (For additionally information on First
American Corporation Property Casualty Companies, please see the
press release dated
June 11, 2010.)

First American Financial Corporation, Inc., is the new parent
holding company of the insurance related segment, and it has the
improved financial leverage of the new entity.  The new parent
holding company for the information related segment is Corelogic
[NYSE: CLGX], which now has the responsibility of all public debt
obligations from the former parent holding company, First American
Corporation.  While the spin off of Corelogic has reduced the
product diversification and income streams produced by these non-
insurance businesses, it has resulted in a stronger balance sheet
for First American Financial Corporation, Inc., as evidenced by
lower debt-to-capital and debt-to-tangible capital ratios as
compared to prior to the spin off.  Furthermore, First American
Financial Corporation, Inc., also has announced a reduced dividend
structure going forward, which should result in greater capital
available to support operations.

The revised outlook and rating affirmations of First American are
due to its capitalization, which continued to improve in 2009 as
compared to 2008 and prior years.  This is evidenced by the
continuing improvement in its underwriting leverage measures,
which has fallen significantly since 2007 due to a combination of
surplus growth and declining premium volume.  The improvement in
surplus was primarily due to a turnaround in First American's
operating performance in 2009 from improved operating results,
cost reduction initiatives and consistent net investment income as
compared to 2008, when the group suffered a significant operating
loss due to poor underwriting results.

The growth in First American's surplus of nearly 33% in 2009,
preceded by nearly 40% in 2008, combined with the decline in
premium volume of nearly 40% from decreased real estate activity
over the past two years, has resulted in a significant decline in
the group's net premium leverage ratio during this period.  First
American also reported a modest underwriting profit in 2009, with
both the incurred claims and underwriting ratios improving from
2008.  Results in 2009, as in 2008, also benefited from the lack
of major reserve strengthening actions, compared to those
undertaken in 2006 and 2007.  At that time, First American posted
over $500 million in additional reserves over an 18-month period
primarily due to higher than expected claim development from
policy years 2004 to 2006.

The FSR of A- (Excellent) and ICRs of "a-" have been affirmed for
First American Title Insurance Group and its following members:

  -- First American Title Insurance Company
  -- First American Title & Trust Company
  -- First American Title Insurance Company of Australia Pty
     Limited
  -- First American Title Insurance Company of New York
  -- Title Insurance Company of Oregon
  -- First American Title Insurance Company of Louisiana
  -- First Title Insurance plc (U.K.)
  -- Ohio Bar Title Insurance Company
  -- Pacific Northwest Title Insurance Company Inc

The FSR of A- (Excellent) and ICRs of "a-" have been withdrawn and
an NR-3 (Rating Procedure Inapplicable) assigned to the FSR and an
"nr" assigned to the ICR of United General Title Insurance
Company, an existing member of First American Title Insurance
Group, which is no longer engaged in active underwriting
operations.

The FSR of A- (Excellent) and ICRs of "a-" have been affirmed for
First American Corporation Property Casualty Companies and its
following property/casualty members:

  -- First American Property & Casualty Insurance Company
  -- First American Specialty Insurance Company

The following debt ratings have been withdrawn:

First American Corporation:

  -- "bbb-" on $100 million 7.55% senior unsecured debentures, due
     2028

  -- "bbb-" on $150 million 5.7% senior unsecured debentures, due
     2014

First American Capital Trust I:

  -- "bb" on $100 million 8.5% capital securities, due 2012


FREESCALE SEMICONDUCTOR: Cancels Registration of Stock Units
------------------------------------------------------------
Freescale Semiconductor, Inc., filed with the Securities and
Exchange Commission a Form 15 to cancel the registration of its
Restricted Stock Units Granting Rights to Common Stock, par value
$0.01 per share.

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

Since the end of fiscal year 2009, Freescale has extended the
maturity date of approximately $2.3 billion of consenting senior
secured term loan holders to Dec. 1, 2016.  However, the amended
and extended senior secured credit agreement provides holders the
right to accelerate the maturity of the term loans if, as of
Sept. 1, 2014, more than $500 million of the approximately
$2.1 billion of senior unsecured debt due on Dec. 1, 2014, is
outstanding and total leverage exceeds 4 times.  Freescale also
repaid approximately $2 billion of senior secured debt with net
proceeds from the issuance of approximately $2.3 billion of senior
secured notes due 2018.

                           *     *     *

As reported by the Troubled Company Reporter on April 30, 2010,
Fitch Ratings affirmed these ratings for Freescale Semiconductor
Inc. -- Issuer Default Rating 'CCC'; Senior secured bank revolving
credit facility 'CCC/RR4'; Senior secured notes 'CCC/RR4'; Senior
secured term loans 'CCC/RR4'; Senior unsecured notes 'C/RR6'; and
senior subordinated notes 'C/RR6'.


FREMONT GENERAL: Inks Subscription Pacts With Signature Investors
-----------------------------------------------------------------
To recall, the U.S. Bankruptcy Court for the Central District of
California, Santa Ana Division, entered an order amending its May
25, 2010 order confirming Signature Group Holdings, LLC's Chapter
11 Fourth Amended Plan of Reorganization of Fremont General
Corporation, Joined by James McIntyre as Co-Plan Proponent, dated
May 11, 2010.  The final confirmed plan is Signature Group
Holdings, LLC's Chapter 11 Fourth Amended Plan of Reorganization,
dated June 8, 2010.

Fremont General Corporation emerged from bankruptcy and filed
Amended and Restated Articles of Incorporation with the Secretary
of State of Nevada on June 11, 2010, which, among other things,
changed the Debtor's name to Signature Group Holdings, Inc.

In accordance with the Plan and the Company's emergence from
bankruptcy, the Company entered into the material agreements.

                     Subscription Agreements

Pursuant to the Plan, Signature Group Holdings, LLC, Craig Noell,
Kyle Ross, Erin Donatelli, Kenneth Grossman, their respective
affiliates or a limited number of their non-affiliated designees,
who are referred to herein collectively as the "Signature
Investors," purchased an aggregate of 12,500,000 shares of the
Company's Common Stock for an aggregate of $10,000,000 in cash
pursuant to the terms of subscription agreements between the
Company and each of the Signature Investors.

Giving effect to the investments of the Signature Investors and
the TOPrS share issuance, there were a total of approximately
111,900,000 shares of the Company's common stock issued and
outstanding on or about the Effective Date.

                             Warrants

Pursuant to the Plan, Signature Group Holdings, LLC, Kenneth
Grossman, and New World Realty Advisors, LLC (collectively, the
"Warrant Investors") were issued warrants to purchase an aggregate
of 15,000,000 shares of the Company's Common Stock with a purchase
price of $0.02 per Warrant Share, an exercise price of $1.03 per
Warrant Share and life of 10 years.  The exercise price may be
paid through cash or through cashless exercise reducing the number
of Warrant Shares received.

The Warrants vest 20% on the Effective Date and 20% in equal
annual installments thereafter until the Warrants are fully vested
on the fourth anniversary of the Effective Date.  The purchase
price of $0.02 per Warrant Share is payable by the Warrant
Investors as the Warrant Shares vest.  Accordingly, the Warrant
Investors paid $60,000 to the Company with respect to the Warrant
Shares that vested on the Effective Date, and will pay an
aggregate of $60,000 in the aggregate on each subsequent vesting
installment.  The Warrants have full ratchet anti-dilution
protection over their 10-year life.

Other than the Warrants, no stock options or warrants to purchase
the Company's common stock were outstanding at the Effective Date.

                  Registration Rights Agreement

Pursuant to the Plan and in connection with the closing of the
issuance and sale of the Company's Common Stock under the
Subscription Agreements and the issuance and sale of Warrants, the
Company, the Signature Investors and the Warrant Investors entered
into a registration rights agreement.  Under the Registration
Rights Agreement, the Company will use commercially reasonable
efforts to register the resale of the shares of the Common Stock
issued to the Signature Investors under the Subscription
Agreements and issued to the Warrant Investors upon the exercise
of Warrants in accordance with the requirements of the Securities
Act of 1933 pursuant to a resale shelf registration statement
pursuant to Rule 415 promulgated under the Securities Act on Form
S-3 or other short-form registration statement.

The Company also will, after the Closing, prepare and file with
the SEC a registration statement on Form S-3 and use its best
efforts to cause such registration statement to become effective.
Once the registration statement is declared effective by the SEC,
the Company must use commercially reasonable efforts to keep it
current and effective.

                  New Notes; New Notes Indenture

Pursuant to the Plan, the 9% Trust Originated Preferred Securities
("TOPrS") issued to Fremont General Financing I, a Delaware
statutory business trust pursuant to the Fremont General Financing
Declaration of Trust, were extinguished, and TOPrS holders as of
June 11, 2010, became entitled to receive a pro rata share of each
of the following as settlement of their claims:

  -- $45,000,000 in cash (subject to charging liens of the
     Indenture Trustee);

  -- $39,000,000 maturing December 31, 2016, bearing 9% annual
     interest, payable quarterly commencing September 30, 2010,
     and continuing until the principal thereof is paid or made
     available for payment; and

  -- 21,000,000 shares of common stock of the Company.

             Interim Investment Management Agreement

Pursuant to the Plan, the Company entered into that certain
Interim Investment Management Agreement dated June 11, 2010, with
Signature Capital Advisers, LLC, a Delaware limited liability
company.  Under the Interim Management Agreement, SCA will act as
the investment adviser to the Company and will manage the
investment and reinvestment of the assets of the Company,
including the Company's lending activities and investments,
subject to the supervision of the Company's Board of Directors and
executive officers.  SCA will also arrange for any acquisition of
any equity or debt financing by the Company, subject to the
supervision of the Board.

The Interim Management Agreement will remain in effect until the
earlier of the date the Company and SCA enter into a long-term
management agreement or December 31, 2010.  If the Company and SCA
do not execute a long-term management agreement by December 31,
2010, the Interim Management Agreement will continue automatically
for successive one-year terms subject to it being approved at
least annually by the vote of the Board or by the vote of a
majority of the outstanding voting securities of the Corporation.
The Interim Management Agreement may be terminated upon sixty (60)
days' written notice (i) by the vote of a majority of the
outstanding securities of the Company, (ii) by the vote of the
Board or (iii) by SCA.

Under the Interim Management Agreement, SCA will receive as
compensation for its services $525,000 per calendar quarter paid
in advance on a pro rated basis, which is intended to cover the
commercially reasonable operating expenses to be incurred by SCA
in its management of the Company, and SCA will refund the portion
of the Management Fee that exceeds its actual expenses or apply
such excess to the subsequent period, if applicable.  The Company
will bear all other costs and expenses of its operations and
transactions.

SCA will be the investment adviser for the Company and may enter
into sub-advisory agreements with other investment managers to
assist SCA in fulfilling its responsibilities under the Investment
Management Agreement.  SCA may engage in any other business or
render similar or different services to other parties who have a
similar investment objective as the Company so long as SCA's
services to the Company are not impaired thereby.

Any manager, partner, officer or employee of SCA who is or becomes
a director, officer or employee of the Company and acts as such in
any business of the Company will be deemed to be acting in such
capacity solely for the Company, and not as a manager, partner,
officer or employee of SCA or under the control or direction of
SCA, even if paid by SCA.

The Interim Management Agreement also limits the liability of, and
provides indemnification for, SCA and its affiliates for certain
actions taken or omitted in connection with the performance of its
duties under the Interim Management Agreement.

SCA will not pay Craig Noell, Kenneth Grossman, Thomas Donatelli
or Kyle Ross base salary exceeding $150,000 per annum for such
professional's services to the Company from the Effective Date
through December 31, 2010.  The Board may award bonuses to SCA's
members and employees directly pursuant to the Company's incentive
plans as in effect from time to time.

                         FGCC Merger Plan

Pursuant to the Confirmation Order, the new members of the Board
of Directors and shareholders of the Company were deemed to
approve and adopt the Plan of Merger between the Company and
Fremont General Credit Corporation, a California corporation and
wholly-owned subsidiary of the Company dated June 11, 2010.  The
new members of the Board of Directors of FGCC approved and adopted
the FGCC Merger Plan by unanimous written consent, and the Company
as sole common shareholder of FGCC, is deemed to have approved and
adopted the Plan of Merger pursuant to Nevada Revised Statutes
Section 78.662, Section 1400 of the California Corporations Code,
and Section 7 of the Plan.

Under the FGCC Merger Plan, FGCC merged with and into the Company,
with the Company surviving; all of the shares of stock of FGCC
were cancelled, and all intercompany claims and obligations of the
Company and FGCC were eliminated.

                         FRC Merger Plan

Pursuant to the Confirmation Order, the new members of the Board
of Directors and shareholders of the Company were deemed to
approve and adopt the Plan of Merger between the Company and
Fremont Reorganizing Corporation, f/k/a Fremont Investment & Loan,
a California corporation and wholly-owned subsidiary of FGCC dated
June 11, 2010.  The new members of the Board of Directors of FRC
approved and adopted the FRC Merger Plan by unanimous written
consent, and the Company as sole common shareholder of FRC, is
deemed to have approved and adopted the Plan of Merger pursuant to
NRS 78.662, Corporations Code 1400, and Section 7 of the Plan.
Under the FRC Merger Plan, FRC merged with and into the Company,
with the Company surviving; all of the shares of stock of FRC were
cancelled, and all intercompany claims and obligations of the
Company and FRC were eliminated.

                    Indemnification Agreements

As the Articles of Incorporation and Bylaws of the Company require
that the Company: (i) indemnify against costs, charges, expenses
(including attorneys' fees and expenses), judgments, fines and
amounts paid in settlement; and (ii) advance expenses to any
person who was or is or has agreed to become an officer or
director of the Company in connection with certain indemnifiable
proceedings to the full extent permitted by law, the Company's
Board has approved a form of indemnification agreement for its
officers and directors.

A full-text copy of the Form 8-K filing dated June 17, 2010, is
available at no charge at:

               http://researcharchives.com/t/s?6514

                     About Fremont General

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

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


FUNDAMENTAL PROVISIONS: Court OKs Sale of Property for $921,000
---------------------------------------------------------------
The Hon. Douglas D. Dodd of the U.S. Bankruptcy Court for the
Middle District of Louisiana authorized Fundamental Provisions,
L.L.C., et al., to sell their property located in Sorento,
Louisiana, Ascension Parish, to Robert Brothers, LLC.

Robert Brothers agreed to purchase the property for $921,000, free
and clear of all liens, claims, encumbrances and other interests.

The Court ordered that $16,000 of the sale proceeds will be paid
at closing to Amar Brothers, LLC, as reimbursement for the costs
of a Phase II Environmental report, appraisal, and other documents
acquired by Amar, well as attorney's fees incurred.

The Court also ordered that Fidelity Bank will be paid $11,000 as
partial satisfaction of Fidelity Bank's claims.

                   About Fundamental Provisions

Gonzales, Louisiana-based Fundamental Provisions, LLC -- fdba
Pollo, Inc., et al. -- filed for Chapter 11 bankruptcy protection
on December 8, 2009 (Bankr. M.D. La. Case No. 09-11897).
Fundamental Provision's affiliates -- Pollo, Inc., and Thaxco,
Inc. -- also filed Chapter 11 bankruptcy petitions.  Barry W.
Miller, Esq., at Heller, Draper, Hayden, Patrick & Horn, assists
the Debtors in their restructuring efforts.  Fundamental
Provisions listed $10,000,001 to $50,000,000 in assets and
$10,000,001 to $50,000,000 in liabilities.


GARLOCK SEALING: Official Asbestos PI Claimants Panel Formed
------------------------------------------------------------
Pursuant to Section 1102 of the Bankruptcy Code, Linda W. Simpson,
U.S. Bankruptcy Administrator for the Western District of North
Carolina, appointed on June 16, 2010, these creditors to
constitute the Official Committee of Asbestos Personal Injury
Claimants in Garlock Sealing Technologies LLC's Chapter 11 cases:

  * John & Diane Allen
    c/o Steven Kazan
    Kazan McClaim Lyons Greenwood & Harley
    171 12th St., 3rd Floor
    Oakland, California 94607

  * William Ames Warren
    c/o Robert W. Phillips
    Simmons, Browder, et al.
    707 Berkshire Blvd.
    East Alton, Illinois 62024

  * John Koeberle
    c/o Peter Kraus
    Waters & Kraus, LLP
    3219 McKinney Ave.
    Dallas, Texas 75204

  * Madonna Guzzo
    c/o John Lipsitz
    Lipsitz & Ponterio, LLC
    135 Delaware Ave., 5th Floor
    Buffalo, New York 14202

  * Robert Wirwicz
    c/o Garrett Bradley
    Thornton & Naumes, LLP
    100 Summer Street
    Boston, Massachusetts 02110

  * Charles & Loretta Willis
    c/o David Greenstone
    Simon, Eddins & Greenstone, LLP
    3232 McKinney Ave., Suite 610
    Dallas, Texas 75204

  * Gary Terry
    c/o Cooney & Conway
    120 N. La Salle Street, Suite 3000
    Chicago, Illinois 60602

  * Deborah Papaneri
    c/o Robert E. Paul
    Paul, Reich & Myers, P.C.
    1608 Walnut Street, Suite 500
    Philadelphia, Pennsylvania 19103

  * Ruth Sossamon
    c/o John A. Badan IV
    Motley Rice LLC
    28 Bridgeside Blvd.
    Mt. Pleasant, South Carolina 29464

  * Thomas Carroll
    c/o Lisa Nathanson Busch
    Weitz & Luxenberg
    700 Broadway
    New York 100003

  * Dorothy Burns
    c/o Brian T. FitzPatrick
    Belluck & Fox LLP
    546 Fifth Avenue
    4th Floor
    New York 10036

At the Bankruptcy Administrator's behest, the U.S. Bankruptcy
Court for the Western District of North Carolina approved the
appointment of the Asbestos PI Committee on June 16, 2010.

                    Counsel to PI Claimants
                    Seek Additional Members

Before the Court's entry of its order, counsel to persons with
asbestos-related injuries sought to expand the number of creditors
constituting the Asbestos PI Committee.

The objecting counsel are:

  (1) Baron & Budd, P.C., as counsel for Charles H. Anderson,
      Jr., James Irvin Perry, and James R. Roe;

  (2) Cooney & Conway as counsel for Patsy Chaffee, widow and
      special administrator of Robert Chaffee, deceased and Gary
      Terry;

  (3) Motley Rice LLC as counsel for Ruth Sossamon, personal
      representative for the estate of James Sossamon, deceased
      and Ronald Roundtree; and

  (4) Weitz & Luxenberg, P.C., as counsel for Thomas Carroll and
      Peter Fox.

Steven T. Baron, Esq., at Baron & Budd, in Dallas, Texas --
sbaron@baronbudd.com -- reasoned that the appointment of
additional creditors whose counsel have larger and more diverse
caseloads with regard to trades and asbestos-related disease
levels is necessary to ensure adequate representation of creditors
as required under Section 1102(a)(4).

Bankruptcy cases in Alabama and North Carolina are not under the
jurisdiction of the U.S. Trustee Program, according to the U.S.
Department of Justice's Web site.

Bankruptcy administrators in the six judicial districts of Alabama
and North Carolina oversee the administration of bankruptcy cases,
maintain a panel of private trustees, and monitor the transactions
and conduct of parties in bankruptcy.

                      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: Official Creditors Committee Formed
----------------------------------------------------
Pursuant to Section 1102 of the Bankruptcy Code, Linda W. Simpson,
U.S. Bankruptcy Administrator for the Western District of North
Carolina, appointed on June 17, 2010, these creditors to
constitute the Official Committee of Unsecured Creditors in
Garlock Sealing Technologies LLC's Chapter 11 case:

  * Ryerson, Inc.
    Attn: Renee Stonitsch
    3915 Walden Avenue
    Lancaster, New York

  * Jackson Welding Supply
    Attn: Darla Lacey
    535 Buffalo Road
    Rochester, New York 14614

  * Dexter Foundry Inc.
    Attn: Gus Miller
    2211 West Grimes Avenue
    Fairfield, Iowa 52556

  * Associated Spring a Business of Barnes Group
    Attn: Joel Rafaniello
    80 Scott Swamp Road
    Farmington, Connecticut 06032

At the Bankruptcy Administrator's behest, the Court approved the
appointment of the Creditors' Committee on June 17, 2010.

                      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)


GEOKINETICS HOLDINGS: S&P Downgrades Corp. Credit Rating to 'B-'
----------------------------------------------------------------
Standard & Poor's Rating Services lowered its corporate credit
rating on Geokinetics Holdings Inc. to 'B-' from 'B'.  At the same
time, S&P lowered the issue-level rating on the company's senior
secured debt to 'B-' from 'B', the same as the corporate credit
rating.  The recovery rating on this debt remains '4', indicating
expectations of average (30% to 50%) recovery in the event of
payment default.  The outlook is negative.

"The rating action reflects the company's weakening financial
leverage and credit metrics and S&P's view that these measures
will continue to be under pressure in the intermediate term," said
Standard & Poor's credit analyst Marc Bromberg.  Customers have
delayed seismic projects in the first half of the year, in
particular in international ocean bottom cable (OBC) and
multiclient services, which are higher margin businesses,
generally as high as 40% and 90%, respectively.  Projects
internationally were delayed given some concerns about the
direction and volatility in oil prices and it is uncertain if
there will be further delays or if these projects will be
reinstated.  Contracts in the seismic business are generally
cancelable without penalty.  S&P expects the second quarter to be
weaker than the first quarter and S&P remains concerned about the
second half given these industry dynamics.  While S&P is concerned
about covenants under Geokinetics' revolving credit agreement, S&P
believes the company has sufficient liquidity to fund its
operations through the remainder of 2010 and early into 2011 and
has the ability to reduce capital expenditures if necessary.

S&P could take a negative rating action if utilization in the
second half of the year, primarily in the company's international
operations, remains near first-half levels (approximately 50%).
S&P would expect such a scenario to result in reduced liquidity
and potentially prompt further negative rating actions.

S&P doesn't expect an amendment to the credit facility to affect
its ratings on Geokinetics in the near term, because its liquidity
is currently adequate to support maintenance capital expenditures
and interest payments at least through the early portion of 2011.

A revision of the outlook to stable, which S&P considers unlikely
in the near term, would be tied to the company's improving
realization in its backlog and generating positive free cash flow.


GOLDSPRING INC.: Has Deal for Debt Financing Hike to $5.6-Mil.
--------------------------------------------------------------
GoldSpring, Inc., has entered into a definitive agreement to
increase its existing $4.5 million debt financing to $5.6 million
for its Comstock Mine Project.  The continued financial support is
being provided through a consortium led by the Company's lead
stakeholder who is also an accredited investor.

"The ongoing support of our strategic plan and operations
demonstrates the strong, continuing commitment of our stakeholders
toward funding our business plan, recapitalizing our balance sheet
and achieving our goal," stated Corrado DeGasperis, GoldSpring's
President and CEO.  "We appreciate the stability that results from
committed liquidity and, together with our successful reverse
stock split, we anticipate completing the debt-for-equity and the
land components of our previously disclosed recapitalization plan
over the next few weeks.  Our team continues to progress our mine
planning, including metallurgical testing, design and resource
validation and ongoing development of our resources."

The agreement calls for the funding to be provided through the
issuance of secured convertible notes ("Notes").  The Notes bear
interest at the rate of 8% per annum, payable biannually in cash
or common stock, at the option of the lender.  The term of the
Notes is three years from the date of issuance, and the Notes are
convertible into Company common stock, at a conversion price equal
to the lower of 85% of the volume weighted average price of the
common stock for the five (5) trading days prior to conversion, or
$1.20 per share.  The Notes are secured by a lien on all of the
Company's assets.  In connection with each loan made hereunder,
the Company will also issue warrants equal to 50% of the principal
amount of the Notes divided by $2.00, with an exercise price of
$3.50 per share and a term of three years.

The Company's recent National Instrument 43-101 technical report,
summarized in its May 17, 2010 press release, documents the
success of the Comstock Mine Project to date. The aforementioned
activities are building on that success.

                        About GoldSpring Inc.

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.


GROUP 1 AUTOMOTIVE: S&P Keeps 'B+' Rating; Outlook Now Positive
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on Houston, Texas-based Group 1 Automotive Inc. to
positive from stable and affirmed the ratings, including the 'B+'
corporate credit rating.

"The outlook revision indicates that S&P believes there is a one-
in-three chance that S&P could raise the rating on Group 1 in the
year ahead because S&P believes the company has demonstrated its
ability and willingness to improve its credit measures in the near
term," said Standard & Poor's credit analyst Nancy Messer.  S&P
estimates that lease-adjusted leverage for the 12 months ended
March 31, 2010, declined to 5x.  In S&P's opinion, the company is
positioned to reduce leverage further by way of increased EBITDA
margins, which it will achieve in part through aggressive cost
initiatives, in combination with what S&P believes to be permanent
debt reduction.

S&P's view incorporates the assumption that new vehicle auto sales
in the U.S. have stabilized and should expand in the year ahead,
and that Group 1's financial policy will continue to support
leverage reduction and highly disciplined use of cash for
acquisitions and capital spending.

The ratings reflect S&P's view that Group 1's business model, with
its diverse revenue stream, is resilient.  This can be measured by
the revenue stability and higher margins of the company's P&S
operations, which made up about 49% of Group 1's total gross
profit for the 12 months ended March 31, 2010.  Although Group 1's
P&S revenue weakened somewhat during the recession, year-over-year
percentage declines in 2009 were only in the single digits
compared with double-digit declines for new- and used-vehicle
sales revenues.  Thus, as S&P had expected, the P&S business
provided a revenue and margin cushion for Group 1, while same-
store vehicle unit sales declined year-over-year in virtually
every quarter for more than two years and weak pricing pressured
margins.  Given improved North American auto sales in the first
quarter of 2010, Group 1's same store vehicle sales and P&S
revenues showed a positive year-over-year comparison.

Group 1 Automotive Inc.'s unsecured convertible senior notes are
rated 'B-' (two notches lower than the 'B+' corporate credit
rating on the company).  S&P assigned a recovery rating of '6',
indicating its expectation that lenders would receive negligible
(0% to 10%) recovery in the event of a payment default.  For the
complete recovery analysis, please see Standard & Poor's recovery
report on Group 1, published March 17, 2010, on RatingsDirect.

The positive outlook reflects S&P's opinion that there is a one-
in-three chance S&P would raise the rating on Group 1 to 'BB-' in
the year ahead.  This could occur if the company continues to
offset difficult auto sales with its revenue diversity and
operating efficiencies, combined with generating positive free
cash, through 2010.  This could occur if the company's lease-
adjusted leverage drops to 4.5x or less as a result of using free
cash flow for permanent debt reduction or increasing EBITDA.  S&P
estimate that leverage for the 12 months ended March 31, 2010, was
5.0x.  S&P would also expect the company to achieve adjusted funds
from operations to total debt of 20% or better to raise the
rating; the company had adjusted FFO to total debt of 18.2% for
the 12 months ended March 31, 2010.  To raise the ratings, S&P
would need to believe that the company would not pursue large
acquisitions and capital investment projects that would raise
leverage in the near term.

Alternatively, S&P could revise the outlook to stable if S&P
believed the company's EBITDA would remain near the trailing 12-
month level of $133 million, and if S&P believed that it would not
report free cash flow in the year ahead -- perhaps because of a
high level of acquisitions and/or investment in dealer upgrades --
so that total debt would remain at the current level.  In that
scenario, adjusted leverage would stay about 5.0x.  This could
occur if the U.S. economy remains weak and the company is unable
to reduce its cost base to fit the reduced revenue.


GUN LAKE: Moody's Assigns 'B3' Corporate Family Rating
------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating, a
B3 Probability of Default Rating, and a stable ratings outlook to
the Gun Lake Tribal Gaming Authority.  A B3 rating was also
assigned to Gun Lake's proposed $160 million senior secured 1st
lien term loan due 2015.  Gun Lake is an unincorporated
instrumentality and political subdivision of the Match-E-Be-Nash-
She-Wish Band of Pottawatomi Indians of Michigan.

Proceeds from the new term loan will be used to finance the
remaining costs associated with the construction and opening of
the Gun Lake Casino in Bradley, Michigan, repay a portion of
existing outstanding debt, and pay transaction fees and expenses.
The Gun Lake Casino is scheduled to open in early 2011.  The
casino will be managed and operated by MPM Enterprises, LLC
pursuant to a formal management agreement that has been approved
by the National Indian Gaming Commission.  MPM is owned by SC
Michigan, LLC, a wholly-owned subsidiary of Station Casinos, Inc.,
and individual investors from Michigan.

Gun Lake's B3 Corporate Family Rating reflects the risk associated
with a ground-up, single asset casino development.  Like other
ground-up casino developments, Gun Lake's casino will be exposed
to uncertain demand and possibly higher than expected opening and
operating costs.  The ratings also consider the unique risks
common to Native American gaming issuers including cash
distribution obligations, the high degree of uncertainty regarding
the enforceability of claims, and the value of collateral.  Other
risks include the effectiveness of a tribe's waiver of sovereign
immunity, which -- if held to be ineffective -- could prevent
creditors from enforcing their rights and remedies.  Positive
rating consideration is given to Gun Lake's favorable location and
the demographic profile of its target market, formal restrictions
on competition in the casino's primary market area, and the casino
project's good liquidity.

The stable outlook anticipates that the Gun Lake Casino will open
on time and on budget, generate enough customer traffic to support
its ramp-up efforts and maintain a relatively conservative
financial profile.  Moody's expects that debt/EBITDA following the
first full year of operations will be less than 3 times, and that
the company will remain in compliance with the leverage covenant
in the proposed term loan agreement.  The stable outlook also
considers the interest reserve and credit support arrangements as
well as the significant amount of construction progress made to
date.

Ratings assigned:

* Corporate Family Rating at B3

* Probability of Default Rating at B3

* $160 million senior secured 1st lien term loan due 2015 at B3
  (LGD 3, 48%)

The Gun Lake Tribal Gaming Authority is an unincorporated
instrumentality and political subdivision of the Match-E-Be-Nash-
She-Wish Band of Pottawatomi Indians of Michigan.  The Tribe is a
federally recognized Indian tribe with 391 enrolled members.  The
Tribe's reservation is approximately 147 acres and is located in
Allegan County in southwestern Michigan.


HAWKEYE RENEWABLES: Successfully Emerges From Bankruptcy
--------------------------------------------------------
Hawkeye Renewables, LLC, successfully emerged on June 18, 2010,
from its Chapter 11 restructuring under new equity ownership.
Renewables had filed a voluntary restructuring plan, which did not
require debtor-in-possession financing, on December 21, 2009.
Earlier this month, Renewables received confirmation of its Plan
of Reorganization from the U.S. Bankruptcy Court in Wilmington,
Delaware, which has been overseeing the Company's Chapter 11
proceedings.

"It is important for farmers and producers who sell corn to
Hawkeye Renewables to know that both plants are emerging from this
process with significant working capital, minimal debt, and a new
balance sheet," said Jim Continenza, the newly elected Chairman of
the Board of Renewables.  Mr. Continenza further commented, "We
believe the financial future of the two plants has been stabilized
and the two plants will continue to make positive contributions to
their local communities."

Renewables produces approximately 225 million gallons of corn
based ethanol per year.  Renewables had received authority from
the bankruptcy court to honor obligations to the unit's employees
and customers as well as critical trade creditors and suppliers in
the ordinary course of business, which enabled the plants to
continue normal operations throughout the filing period.

Although the two plants are no longer owned by Hawkeye Energy
Holdings, Hawkeye Energy Holdings will continue to manage
Renewables' plants and its subsidiary, Hawkeye Gold, LLC, will
continue to market Renewables' ethanol and distillers grains.  The
restructuring process did not include Hawkeye Growth plants in
Menlo and Shell Rock, Iowa.

In connection with its bankruptcy, Renewables debt was converted
into equity and the principal equity owners of Renewables
following emergence are its former first lien debtholders, who
represent a number of recognized investment firms.  The new equity
owners of Renewables selected a new board of directors prior to
the emergence of Hawkeye.  The board of directors includes James
V. Continenza (Chairman), Mark A. Beemer, Donald J. Draizin, and
Steven C. Pumilia.  Bruce Rastetter will also serve as a board
member representing the Renewables management team.

                     About Hawkeye Renewables

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


HINGHAM GROUP: AM Best Places 'bb' Issuer Rating Under Review
-------------------------------------------------------------
A.M. Best Co. has placed under review with positive implications
the financial strength rating of B (Fair) and issuer credit rating
of "bb" of The Hingham Group following the recent announcement
that it has entered into an affiliation agreement with NLC
Insurance Companies (NLC).  Subsequent to this affiliation,
Hingham Group will participate in the intercompany pooling
agreement led by New London County Mutual Insurance Company (New
London).

Hingham Group consists of Hingham Mutual Fire Insurance Company
(Hingham, MA) and its subsidiaries.  NLC consists of New London
and its wholly owned subsidiary, Thames Insurance Company, Inc.
(both of Norwich, CT).

The ratings of Hingham Group will remain under review pending
further discussions with management, along with policyholder and
regulatory approval, with a final closing expected in third
quarter 2010.

Hingham Group writes homeowners, dwelling fire and, through a
majority-owned subsidiary, private passenger automobile insurance
products in New England.


HOWARD RIFAS: Section 341(a) Meeting Scheduled for July 1
---------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of Howard
Rifas' creditors on July 1, 2010, at 2:30 p.m.  The meeting will
be held at the U.S. Courthouse, 299 E Broward Blvd #411, Ft
Lauderdale, FL 33301.

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.

Pembroke Pines, Florida-based Howard Rifas filed for Chapter 11
bankruptcy protection on June 10, 2010 (Bankr. S.D. Fla. Case No.
10-26375).  David Marshall Brown, Esq., who has an office in Ft
Lauderdale, Florida, assists the Company in its restructuring
effort.  The Company listed $500,001 to $1,000,000 in assets and
$100,000,001 to $500,000,000 in liabilities.


HOWARD RIFAS: Files List of Seven Largest Unsecured Creditors
-------------------------------------------------------------
Howard Rifas has filed with the U.S. Bankruptcy Court for the
Southern District of Florida a list of its seven largest unsecured
creditors:

   Entity                                             Claim Amount
   ------                                             ------------
Skyone Federal Cu
14600 Aviation Boulevard
Hawthorne, CA 90250                                       $16,281

Chase
P.O Box 15298
Wilmington, DE 19850                                      $10,907

Discover Fin Services Llc
P.O. Box 3025
New Albany, OH 43054                                       $8,943

Amex                                                       $4,901

Chase                                                      $1,653

Amex                                                       $1,220

Collection                                                   $127

Pembroke Pines, Florida-based Howard Rifas filed for Chapter 11
bankruptcy protection on June 10, 2010 (Bankr. S.D. Fla. Case No.
10-26375).  David Marshall Brown, Esq., who has an office in Ft
Lauderdale, Florida, assists the Company in its restructuring
effort.  The Company listed $500,001 to $1,000,000 in assets and
$100,000,001 to $500,000,000 in liabilities.


IG MERGER: Moody's Assigns 'B2' Corporate Family Rating
-------------------------------------------------------
Moody's Investors Service assigned a B2 corporate family rating
and a B2 probability-of-default rating to IG Merger Sub II, LLC, a
new entity formed by affiliates of Harvest Partners and
management, that will merge into Insight Global, Inc. (the
surviving entity) at transaction closing.  Moody's also assigned
B1 ratings to IG Merger Sub II, LLC's, proposed $20 million senior
secured revolving credit facility due 2015 and $121 million senior
secured term loan due 2016.  The ratings outlook is stable.  This
is a first time rating for the company.

Proceeds from the proposed term loan and $35 million of mezzanine
debt (unrated) combined with an equity contribution from the
sponsor and management will be used to fund the acquisition of
Insight Global and to repay existing debt.  The transaction is
expected to close in July.

Insight Global's B2 corporate family rating reflects its modest
scale, moderately high pro forma leverage, and moderate interest
coverage.  The rating also considers some customer concentration,
exposure to cyclical temporary staffing trends, and the likelihood
that working capital needs will constrain cash flow generation
over the medium-term.  Notwithstanding these risks, the rating is
supported by the company's ability to grow sales despite
challenging macro economic conditions, its favorable margin
profile, good execution of new office locations, potential growth
opportunities with new and existing clients, and performance
upside as employment recovers from trough levels.

These ratings were assigned:

* Corporate family rating at B2;

* Probability-of-default rating at B2;

* $20 million senior secured revolving credit facility due 2015 at
  B1 (LGD3, 39%);

* $121 million senior secured term loan due 2016 at B1 (LGD3,
  39%).

The stable outlook reflects Moody's expectation that Insight
Global will sustain double-digit revenue growth that translates
into higher earnings levels, such that credit metrics will improve
from initial pro forma levels.  The rating also reflects the
expectation that the company will generate modest free cash flow
that is applied to debt reduction and that it will maintain an
adequate liquidity profile.

The ratings are subject to the conclusion of the transactions, as
proposed, and Moody's review of final documentation.

Insight Global, headquartered in Atlanta, Georgia, is a provider
of professional, temporary information technology staffing for
Fortune 1000 and middle market corporate clients.  The company has
21 offices located nationwide, of which 15 were opened from 2005
to 2009.  These offices are largely located in major cities across
the U.S.


IGLOO MERGER: Moody's Assigns 'B2' Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service assigned Igloo Merger Corporation, a B2
Corporate Family Rating, B2 Probability of Default Rating, Ba3
rating to its proposed $1.46 billion senior secured bank credit
facility, Caa1 rating to its proposed $700 million senior
unsecured notes, and a SGL-2 speculative-grade liquidity rating.
These first time ratings are assigned in connection with the
proposed $3.7 billion (including transaction fees and expenses)
acquisition of Interactive Data Corporation by affiliates of
Silver Lake Technology Management L.L.C. and Warburg Pincus LLC.
Igloo is an acquisition vehicle that will be merged into IDCO to
complete the acquisition with IDCO continuing as the survivor and
borrower post closing.  Proceeds from the credit facility and bond
offering, along with a $1.4 billion contribution from affiliates
of the private equity firms and IDCO's existing cash will be used
to fund the proposed acquisition and related fees.  The rating
outlook is stable.

Assignments:

Issuer: Igloo Merger Corporation

  -- Corporate Family Rating, Assigned B2

  -- Probability of Default Rating, Assigned B2

  -- Speculative Grade Liquidity Rating, Assigned SGL-2

  -- Senior Secured Revolver, Assigned a Ba3, LGD3 - 32%

  -- Senior Secured Term Loan, Assigned a Ba3, LGD3 - 32%

  -- Senior Unsecured Regular Bond/Debenture, Assigned a Caa1,
     LGD5 - 86%

Outlook Actions:

Issuer: Igloo Merger Corporation

  -- Outlook, Assigned Stable

The B2 CFR reflects IDCO's leading and defensible market position
in fixed income evaluated pricing and reference data services for
financial institutions, tempered by high debt-to-EBITDA leverage
(approximately 6.8x LTM 3/31/10 pro forma for the LBO
incorporating Moody's standard adjustments and excluding certain
costs that are eliminated as a result of the acquisition) and
event risks related to acquisitions and cash distributions or
leveraging actions by the equity sponsors.  IDCO's broad coverage
of and evaluated pricing capabilities for fixed income securities,
global data collection infrastructure, good customer and
geographic diversity and its recurring revenue model contribute to
a strong market position and cash flow stability.

The critical nature of the company's pricing and reference data
content and services (approximately 66% of IDCO's revenue)
provided to financial institutions and value-added resellers as
well as limited exposure to primary market new issuance activity
dampens the magnitude of cyclical revenue volatility.  Pressure on
client profits can nevertheless affect spending on the company's
services, particularly for retail-oriented services such as
eSignal(R), and this creates moderate cyclical exposure.  An
experienced management team, long-standing customer relationships
and the market position support strong EBITDA margins.  The
elimination of IDCO's current $0.80 per share annual dividend
(approximately $75 million) will cushion the drag from the cash
interest costs incurred as part of the LBO, and Moody's expects
IDCO will generate positive free cash flow.  The market position
and positive free cash flow generation strongly position IDCO
within the B2 CFR.

The SGL-2 speculative-grade liquidity rating reflects IDCO's good
liquidity position supported by Moody's projection for annual free
cash flow of approximately $60-75 million and an estimated
$50 million of cash (pro forma following completion of the LBO)
that provide good coverage of the $13 million of required annual
term loan amortization.  The undrawn $160 million revolver
provides additional liquidity support, although Moody's does not
believe IDCO will be reliant on the facility given the positive
projected free cash flow and limited seasonality.  Any revolver
drawdown of up to $70 million to bridge the repatriation of cash
at foreign subsidiaries after the closing date to ultimately help
fund the acquisition is expected to be temporary and will not
materially affect IDCO's liquidity position.  Moody's anticipates
IDCO will have an EBITDA cushion in excess of 20% within the
financial maintenance covenants over the next year.

The bank credit facilities consist of a $1.3 billion term loan and
$160 million revolver and will be secured and guaranteed by
substantially all of the domestic assets of the borrower and its
domestic subsidiaries as well as 65% of the stock of first tier
foreign subsidiaries.  The Ba3 rating on the bank credit facility
reflects its first priority claim on IDCO's assets relative to the
company's unsecured obligations.  The Caa1 rating on the senior
unsecured notes reflects the effective subordination to the
secured credit facility.  The notes will have senior unsecured
guarantees from IDCO's domestic operating subsidiaries.

The stable rating outlook reflects Moody's expectation that IDCO
will maintain a good liquidity position and generate positive free
cash flow.  Moody's anticipates IDCO will utilize free cash flow
for modest debt reduction (via a 50% excess cash flow sweep that
is applicable beginning with FY 2011 results and required term
loan amortization), reinvestment through organic development and
modestly sized acquisitions and to create capacity for
distributions to equity sponsors over time.  Moody's expects mid-
single digit revenue growth and margin improvement will lower
debt-to-EBITDA to a low to mid 6x range over the next 12-18
months.  Moody's assumes that IDCO will refrain from large debt
financed acquisitions and shareholder distributions for at least
the next 12-18 months.

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

IDCO, headquartered in Bedford, Massachusetts, is a provider of
financial market data, analytics and related solutions to
financial institutions and individual investors.  Revenue for the
LTM ended March 2010 was approximately $768 million.


INSIGHT GLOBAL: S&P Assigns 'B' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B'
corporate credit rating to Atlanta-based Insight Global Inc.  The
outlook is stable.

At the same time, S&P assigned ratings to Insight Global's
proposed $141 million senior secured credit facilities, consisting
of a $20 million revolving credit facility due 2015 and a
$121 million term loan due 2016.  S&P rated the facilities 'B' (at
the same level as the 'B' corporate credit rating on the company)
with a recovery rating of '4', indicating S&P's expectation of
average (30%-50%) recovery for lenders in the event of a payment
default.

Insight Global will use proceeds from the transaction to help
finance the acquisition of the company by Harvest Partners L.P.
and to repay Insight's existing debt.  Pro forma total debt is
$156 million.

"The rating reflects Insight Global's high debt leverage, limited
discretionary cash flow, its small size in the highly competitive
IT staffing market," said Standard & Poor's credit analyst Hal F.
Diamond, "and risks related to its growth plans." Management's
recent track record of coping with difficult industry conditions
and improving operating performance, as well as its higher
operating margins relative to peers, do not offset those factors.


INTRAWEST ULC: Explores Sale of Whistler Ski Resort
---------------------------------------------------
Peter Lattman and Gregory L. White write for The Wall Street
Journal that Intrawest ULC is exploring the sale of its flagship
Whistler Blackcomb Ski Resort in Canada, according to people
familiar with the situation.

Sources told the Journal Intrawest representatives in recent weeks
have approached Russian billionaire Vladimir Potanin about a
potential acquisition.  It is unclear what price they have put on
the British Columbia resort.  Mr. Potanin, the main shareholder of
metals giant OAO Norlisk Nickel, has expressed an interest in the
property.  His investment vehicle, Interros Co., is currently
building a new ski resort in Sochi, Russia, home of the 2014
Winter Olympic Games.

The Journal also relates Intrawest's owner, private-equity firm
Fortress Investment Group LLC, is exploring other options for
Whistler Blackcomb, including spinning out the property into a
separate company and filing for an initial public offering.

The Journal notes the move is just two months after Intrawest
avoided foreclosure of the 2010 Winter Olympics venue.

As reported by the Troubled Company Reporter on March 3, 2010,
Fortress reached an agreement in principle with creditors to
restructure its debt and avoid an auction of Intrawest's
properties.  As reported by the TCR on January 22, 2010, Intrawest
missed a $524 million debt payment, prompting lenders to put a
notice in The Wall Street Journal and other U.S. newspapers
seeking buyers for the Company's assets.

Fortress took on the debt to buy Intrawest in 2006 in a $2.8-
billion leveraged buyout during the height of the real-estate
bubble, but missed payments in December on a $1.4-billion loan.
Creditors, led by Lehman Brothers and Davidson Kempner Capital,
had twice extended debt repayment deadlines.

The Wall Street Journal recalls Fortress reached an accord with
Intrawest's creditors just as the Winter Olympic games drew to a
close.  The restructuring included existing lenders being repaid
in full along with a new $1.2 billion loan package.  The new loan
extended debt maturities by as much as four years but charged a
higher rate of interest than existing debt.  As part of the deal,
Fortress agreed to invest an addition $150 million into the
business to pay down debt.

The Journal says Intrawest has also raised cash by selling other
properties over the past several months, including Mountain Creek
in New Jersey and Copper Mountain in Colorado.  A sale of Whistler
would be by far Intrawest's largest disposition, the Journal says.

Vancouver, Canada-based Intrawest ULC owns a variety of mountain
resorts in the U.S. and Canada.  Publicly traded hedge fund
Fortress Investment Group purchased Intrawest in 2006 for $2.8
billion in a highly leveraged buyout.


IRVINE SENSORS: Issues Over 5% Outstanding Shares of Common Stock
-----------------------------------------------------------------
Irvine Sensors Corporation issued on May 26, 2010, an aggregate of
586,000 shares of common stock to two accredited investors upon
the investors' conversions of an aggregate of $293,000 of the
stated value of the Series B Convertible Preferred Stock of the
Company.

On June 11, 2010, the Company issued an aggregate of 785,713
shares of common stock to three additional accredited investors
upon such investors' conversions of an aggregate of $392,856.90 of
the stated value of the Series B Stock.

On June 14, 2010, the Company issued an aggregate of 499,999
shares of common stock to three additional accredited investors
upon such investors' conversions of an aggregate of $249,999.80 of
the stated value of the Series B Stock.

As a result of the issuance on June 11, 2010, the Company has
issued more than 5% of its outstanding shares of common stock in
unregistered transactions in the aggregate since the last report
that it filed under Item 3.02 with the Securities and Exchange
Commission.

                      About Irvine Sensors

Irvine Sensors Corporation -- http://www.irvine-sensors.com/--
headquartered in Costa Mesa, California, is a vision systems
company engaged in the development and sale of miniaturized
infrared and electro-optical cameras, image processors and stacked
chip assemblies and sale of higher level systems incorporating
such products and research and development related to high density
electronics, miniaturized sensors, optical interconnection
technology, high speed network security, image processing and low-
power analog and mixed-signal integrated circuits for diverse
systems applications.

At March 28, 2010, the Company had total assets of $6,184,700
against total liabilities of $13,111,400, and non-controlling
interest of $324,400, resulting in stockholders' deficit of
$6,926,700.

Optex Systems, Inc., a Texas corporation and a wholly owned
subsidiary of Irvine Sensors, on September 21, 2009, filed a
voluntary petition for relief under Chapter 7 of the United States
Bankruptcy Code in the United States Bankruptcy Court in
California.


JACK-IN-THE-BOX INC: Moody's Puts 'Ba3' Rating on $400 Mil. Loan
----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Jack-in-the-
Box's proposed $400 million senior secured revolving credit
facility and $200 million senior secured term loan.  In addition,
Moody's affirmed the company's Ba3 Corporate Family Rating and B1
Probability of Default Rating.  The outlook is negative.

Proceeds from the new term loan and revolver will be used to re-
finance Jack-in-the-Box's existing $150 million senior secured
revolver and $475 million senior secured term loan.  Ratings are
subject to receipt and review of final documentation.

"The affirmation of Jack-in-the-Box's Ba3 Corporate Family Rating
reflects relatively weak debt protection metrics, high geographic
concentration, strong brand recognition, moderate business risk,
meaningful scale, and good liquidity," stated Bill Fahy, Senior
Analyst.  "The ratings also acknowledge that Jack-in-the-Box's
leverage is currently higher than what Moody's view as acceptable
for a Ba3 rated company,.  However Moody's expect that the company
will reduce leverage and improve coverage to more acceptable
levels over the intermediate term," stated Fahy.

The negative outlook reflects Jack in the Box's exposure to
unfavorable discretionary consumer spending trends and significant
promotional activity that will continue to pressure operating
performance and earnings.  This could make it difficult for the
company to improve debt protection metrics to levels Moody's
considers acceptable for its current rating.

New ratings assigned:

* $400 million senior secured revolver due 2015, rated Ba3 (LGD 3,
  38%)

* $200 million senior secured term loan due 2015, rated Ba3 (LGD
  3, 38%)

* Current ratings affirmed are;

* Corporate Family Rating at Ba3

* Probability of Default Rating at B1

* $150 million senior secured revolver due 12/15/2011 at Ba3 (LGD
  3, 37%)

* $475 million senior secured term loan due 12/15/2012 at Ba3 (LGD
  3, 37%)

The outlook is negative

The last rating action on Jack-in-the-Box occurred on December 22,
2008, when Moody's affirmed the company's Ba3 CFR and B1 PDR and
changed the outlook to negative.

Jack in the Box, Inc., operates or franchises 2,212 quick-service
hamburger restaurants predominantly in California and Texas, as
well as in the Southeast.  The company also operates or franchises
510 fast-casual Qdoba Mexican Grill restaurants.  Annual revenue
is approximately $2.5 billion.


JACK-IN-THE-BOX INC: S&P Affirms 'BB-' Corporate Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BB-'
corporate credit rating on San Diego-based Jack-in-the-Box Inc.
The outlook is negative.

S&P is assigning a 'BB+' rating to Jack in the Box's new
$600 million credit facility due 2015, which includes a
$400 million revolver and a $200 million term loan A.  The '1'
recovery rating indicates S&P's expectation for very high (90%-
100%) recovery of principal in the event of default.

"The ratings on Jack in the Box reflect the company's
participation in the intensely competitive quick-service segment
of the restaurant industry," said Standard & Poor's credit analyst
Jackie E.  Oberoi.  Other factors include a highly leveraged
capital structure that limits cash flow protection and an
aggressive financial policy.  Historically good operating
performance and a strong regional presence partially offset those
factors.

"After a long period of positive same-store sales because of good
consumer response to its new products, better industry
fundamentals, and management's food and service strategies," said
Ms. Oberoi, "same-store sales at Jack in the Box were flat for the
fiscal year ended Sept. 28, 2008, and were negative 1.2% for
fiscal 2009." Performance worsened during the first half of fiscal
2010, with same-store sales of -11% for the first quarter and -9%
for the second quarter.  General economic factors, including high
unemployment, have led to a slowdown in discretionary spending,
contributing to weaker same-store sales.


JAN KIRSTEN: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Joint Debtors: Jan Kirsten
               Marie Van Der Merwe
               4148 Watteker Street
               Memphis, TN 38128

Bankruptcy Case No.: 10-26476

Chapter 11 Petition Date: June 17, 2010

Court: U.S. Bankruptcy Court
       Western District of Tennessee (Memphis)

Judge: George W. Emerson Jr.

Debtor's Counsel: John E. Dunlap, Esq.
                  1684Poplar Avenue
                  Memphis, TN 38104
                  Tel: (901) 726-6770
                  Fax: (901) 726-6771
                  E-mail: jdunlap00@gmail.com

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

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

According to the schedules, the Debtors say that assets total
$502,881 while debts total $1,267,818.

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/tnwb10-26476.pdf

The petition was signed by the Joint Debtors.


JDA SOFTWARE: Lawsuit Verdict Won't Affect Moody's 'B1' Rating
--------------------------------------------------------------
Moody's Investors Service commented that JDA Software Group,
Inc.'s recent lawsuit verdict announcement will not have an
immediate impact on the company's ratings and outlook (B1
corporate family rating; stable outlook).

Moody's most recent rating action for JDA Software Group, Inc.,
was on November 30, 2009, at which time Moody's affirmed the
company's B1 corporate family rating and assigned a B1 rating to
the company's proposed senior notes.

Headquartered in Scottsdale, Arizona, JDA is a publicly-held
supplier of enterprise supply chain management software and
optimization solutions for the manufacturing, wholesale
distribution, retail and service industries.  JDA acquired fellow
supply chain software management company i2 Technologies on
January 28, 2010.


KANSAS CITY SOUTHERN: Moody's Affirms 'B1' Corporate Family Rating
------------------------------------------------------------------
Moody's Investors Service has affirmed the ratings of Kansas City
Southern, corporate family rating at B1, and Kansas City Southern
de Mexico S.A. de C.V., corporate family rating at B2, and has
changed the outlook for both companies to positive from stable.
At the same time, Moody's affirmed the debt ratings of The Kansas
City Southern Railway Company and Southern Capital Corporation and
changed their outlooks to positive from stable.  In addition,
Moody's has assigned a B1 rating to KCSM's proposed senior credit
facility, and a Ba2 rating to KCSR's senior secured credit
facility.

The rating outlooks were changed to positive in anticipation of
improving operating results through 2010 at both KCSR, the U.S.
railroad, and Mexican railroad KCSM, due to expectations that
demand will continue to grow in most freight groups at the
railroads in a robust pricing environment.  The positive rating
outlooks also reflect the important steps that KCS has taken in
re-financing a substantial amount of debt and improving its debt
maturity profile.

Both KCSR and KCSM have experienced a rebound in freight volume
growth in 2010 at a faster pace than the rest of the Class I
railroad sector.  With strong pricing growth expected for 2010, it
is becoming increasingly likely that operating margins, returns,
and cash flow will result in credit metrics supportive of higher
ratings at both entities.  After dramatic weakening in volume in
2009 owing to recessionary conditions that severely impacted the
railroad industry, KCSR and KCSM have seen unexpectedly strong
weekly volume rebounds of, on average, 15 and 30%, respectively in
the first half of 2010.  This has supported strong pricing growth
in 2010: approximately 6% in the first quarter, which the company
expects to maintain throughout the year.  Because of these
factors, both the U.S. and the Mexican railroads have seen
operating ratios drop below 80% in the first quarter of 2010, and
it is expected that they will be able to improve on this measure
going forward.

Along with the rebound in operating performance, the company has
undertaken re-financing steps which have helped to reduce leverage
and improve its debt maturity profile.  Through the use of
proceeds from the April 2010 $225 million public offering of KCS
stock as well as cash balances held mostly at KCSM, the company
has been able to repay approximately $240 million of high-coupon
debt (9-3/8% to 13%), with another $60 million expected to be
repaid upon completion of this program in mid-2010.  Most of this
debt reduction involves KCSM senior notes; as such, this entity
will see the most improvement in credit metrics.  Because this
debt reduction program required use of the majority of KCSM's cash
on hand, it is important that the company was able to arrange a
new $100 million senior secured credit facility to ensure that
KCSM can maintain an adequate liquidity profile.  Beyond the
deleveraging benefits, the company's re-financing program, which
included a $300 million offering of KCSM notes due 2018 completed
in the first quarter, has been instrumental in addressing some of
the company's looming debt maturities.  Prior to the notes and
equity offerings, KCS was facing $460 million of maturities due in
2012 and $675 million due in 2013.  With the re-financing, all of
the 2012 notes maturities will have been repaid.  However, a
substantial amount of debt remains to mature in 2013, suggesting
the need for continued re-financing efforts over the next two to
three years.

The Ba2 rating of KCSR's credit facility, amended in May 2010 to
extend its maturity to 2013, reflects the amount and quality of
assets pledged as security to this facility, and the substantial
amount of unsecured debt at the U.S. operations that are junior in
claim to this facility.  The Loss Given Default Assessment of LGD-
2 reflects Moody's estimates of relatively good recovery of
principal under this facility in the event of default, supporting
the rating three notches above KCS's corporate family rating per
Moody's Loss Given Default Methodology.

The B1 rating on the proposed KCSM senior secured notes, which is
one notch above the corporate family rating, similarly considers
the sizeable amount of unsecured debt in that entity's capital
structure that is junior to this facility.  However, it is Moody's
view that the collateral package and subsidiary guarantees
provided to this facility is not strong enough to warrant any
additional notching.  Moody's Loss Given Default Methodology is
not applied to Mexican entities including KCSM.

Neither KCSR nor KCSM guarantees the other's debt, nor are the
obligations of KCSR and KCSM cross defaulted to each other.
Therefore, Moody's provides separate corporate family ratings for
both KCSM and KCS.

The positive outlooks for both KCS and KCSM reflect Moody's
expectations that the companies will see robust improvement in
credit metrics by the end of 2010 as freight volumes continue to
improve co-incident with an economic recovery in the U.S.

Ratings at KCS could be upgraded if the U.S. operations (KCSR and
U.S. guarantors) were to show a steady trend of improving volume
and yield over the next 6-12 months, resulting in operating ratios
sustained below 80%, and positive free cash flow generation.
Debt/EBITDA at the U.S. operations of less than 3.5 times and
EBIT/Interest in excess of 2.5 times over a prolonged period would
support upward rating consideration.  Ratings at KCS could face
downward revision if operating conditions were to instead weaken
to a point that the U.S. operations' Debt/EBITDA exceeds 4.5
times, if EBIT/Interest approaches 1.5 times, or if deterioration
in liquidity (either inadequate cash available to U.S. operations
or insufficient availability under its revolving credit facility)
becomes a constraint on the company's operating or investing
activities.

Similarly, ratings of KCSM could face upward revision if sustained
improvement results in Debt/EBITDA of below 4.5 times and
EBIT/Interest in excess 1.8 times, with operating ratios
maintained below 80%.  Ratings could be lowered at KCSM if the
company's free cash flow were to be substantially negative for a
sustained period causing a substantial draw in the company's cash
balances.  KCSM's ratings could also be lowered if EBIT/Interest
falls below 1.2 times or if Debt/EBITDA were to exceed 5.0 times.

Because of KCSM's sizeable contribution to KCS's business (40% of
the parent company's consolidated revenue), the ratings difference
between KCSR and KCSM will not likely exceed the current one-notch
differential.  Over the long run, this suggests that further
uplift to KCSR's ratings could be hindered if KCSM's operating
performance substantially lags that of its U.S. counterpart,
particularly if KCSM were to encounter liquidity or re-financing
difficulties that might require material support from the parent
company.

Assignments:

Issuer: Kansas City Southern Railway Company (The)

  -- Senior Secured Bank Credit Facility, Ba2 (LGD2-20)

Issuer: Kansas City Southern de Mexico, S.A. de C.V.

  -- Senior Secured Bank Credit Facility, Assigned B1

Outlook Actions:

Issuer: Kansas City Southern

  -- Outlook, Changed To Positive From Stable

Issuer: Kansas City Southern Railway Company (The)

  -- Outlook, Changed To Positive From Stable

Issuer: Kansas City Southern de Mexico, S.A. de C.V.

  -- Outlook, Changed To Positive From Stable

Issuer: Southern Capital Corporation

  -- Outlook, Changed To Positive From Stable

The last rating action was on January 7, 2010, when Moody's
assigned a B2 rating to senior notes issued by KCSM.

Kansas City Southern operates a Class I railway in the central
U.S. and, through its wholly-owned subsidiary Kansas City Southern
de Mexico, S.A. de C.V., owns the concession to operate Mexico's
northeastern railroad.


KEYLIME COVE: Emerges From Chapter 11 Bankruptcy Protection
-----------------------------------------------------------
Suburban Chicago News reports KeyLime Cove has emerged from
Chapter 11 bankruptcy protection.

KeyLime Cove of Gurnee operates a resort located in north of
Grand Avenue along Dilleys Road.  KeyLime Cove of Gurnee made a
voluntary filing under Chapter 11 in the U.S. Bankruptcy Court for
the District of Delaware, listing assets of between $50 million
and $100 million, and debts of between $100 million and
$500 million.


KIK CUSTOM: S&P Gives Stable Outlook; Affirms 'CCC+' Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Concord, Ont.-based consumer products manufacturer KIK Custom
Products Inc. to stable from negative.  At the same time, S&P
affirmed its ratings, including its 'CCC+' long-term corporate
credit rating on the company.  The recovery ratings on KIK's debt
are unchanged.

"The outlook revision reflects S&P's belief that KIK's performance
will meet its expectations in 2010, resulting in sufficient
liquidity to operate the business, and therefore, a reduced risk
of near-term default," said Standard & Poor's credit analyst Lori
Harris.

At April 3, 2010, KIK had US$27 million in cash.  Despite limited
availability under the US$55 million revolving credit facility,
S&P don't believe the company will need to use the revolver
further because of its cash balances and S&P's expectation for
relatively flat free cash flow in 2010.

The ratings on KIK reflect Standard & Poor's view of the company's
highly leveraged capital structure, limited financial flexibility,
customer concentration, and its participation in the mature and
highly competitive North American household products and personal
care industries.

The company operates under two divisions:

* Classic division -- manufacturer of private label household
  products that are sold by retailers under their own brand names.

* Custom division -- contract manufacturer of national brand
  personal care and household products.

The stable outlook reflects S&P's belief that KIK's performance
will meet its expectations in 2010, resulting in sufficient
liquidity to operate the business this year and, therefore, a
reduced risk of near-term default.  S&P could lower the ratings if
the company's liquidity position weakens, which could pose a
possibility of a covenant breach.  Alternatively, S&P could raise
the ratings should KIK improve its financial flexibility and
reduce leverage.


KL ENERGY: Posts $1.5 Million Net Loss for Q1 2010
--------------------------------------------------
KL Energy Corporation filed its quarterly report on Form 10-Q,
reporting a net loss of $1,477,530 on $120,000 of revenue for the
three months ended March 31, 2010, compared with a net loss of
$2,747,375 on no revenue for the same period a year ago.

The Company's balance sheet as of March 31, 2010, showed
$3,870,680 in assets and $7,020,510 of liabilities, for a
stockholders' deficit of $3,149,830.

As reported in the Troubled Company Reporter on March 11, 2010,
Ehrhardt Keefe Steiner & Hottman PC, in Denver, expressed
substantial doubt about the Company's ability to continue as a
going concern after auditing the Company's financial statements
for the year ended December 31, 2009.  The independent auditors
noted that of the Company's recurring losses and accumulated
deficit of $9,267,385 as of December 31, 2009.

At March 31, 2010, and December 31, 2009, the Company had negative
working capital of approximately $6,060,942 and $6,415,227,
respectively.

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

               http://researcharchives.com/t/s?651a

                       About the Company

Based in Rapid City, South Dakota, KL Energy Corporation
-- http://www.klenergycorp.com/-- formerly known as Revive-it
Corp., has historically provided engineering, construction,
operating and ethanol marketing services.  The focus of the
Company is now on owning and operating cellulose based ethanol
("CBE") facilities that utilize the Company's proprietary
technology, and designing CBE facilities for, and licensing its
proprietary CBE technology to, third-party participants in the CBE
industry.


KODAK: Fitch Upgrades Senior Unsecured Notes to 'B+/RR2'
--------------------------------------------------------
As a result of updating its Recovery Ratings for U.S. technology
companies, Fitch Ratings has upgraded certain issue ratings for
these companies:

Kodak

  -- Senior unsecured notes upgraded to 'B+/RR2' from 'B-/RR4'.

Sanmina

  -- Senior unsecured notes upgraded to 'BB/RR1' from 'BB-/RR2';
  -- Senior subordinated debt upgraded to 'B/RR4' from 'CCC/RR6'.


LEHMAN BROTHERS: Judge Denies SunCal Bid to Block Fenway Deal
-------------------------------------------------------------
Bankruptcy Judge James Peck denied SunCal Co.'s request to block
Lehman Brothers Holdings Inc. from closing a deal to buy back
$1.5 billion in loans from affiliate Fenway Capital LLC pending an
appeal, according to American Bankruptcy Institute.

                       About Lehman Brothers

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

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

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

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

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

               International Operations Collapse

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

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

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


MARKET STREET: Eisenberg Investments DIP Loan Gets Final OK
-----------------------------------------------------------
The Hon. Elizabeth W. Magner of the U.S. Bankruptcy Court for the
Eastern District of Louisiana authorized, on a final basis, Market
Street Properties, LLC, to:

   -- incur postpetition secured indebtedness with Eisenberg
      Investments, LLC; and

   -- grant Eisenberg Investments a valid, perfected and first
      priority security interest and lien in and to the Debtor's
      real property constituting approximately 7.1 acres of
      property located at 1642 South Peters Street in New Orleans,
      Louisiana, including all improvements thereon.

The Debtor is unable to obtain the amount of working capital and
credit necessary to maintain its ongoing operations and implement
its contemplated plan of reorganization.

Eisenberg Investments committed to provide the Debtors a principal
amount not to exceed $750,000.

Oceanside, New York-based Market Street Properties, LLC, filed for
Chapter 11 bankruptcy protection on December 23, 2009 (Bankr. E.D.
La. Case No. 09-14172).  Christopher T. Caplinger, Esq., who has
an office in New Orleans, Louisiana, 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.


METRO-GOLDWYN-MAYER: Spyglass Is Lead Contender to Run Studio
-------------------------------------------------------------
The Wall Street Journal's Mike Spector and Lauren A.E. Schuker
report that people familiar with the matter said Spyglass
Entertainment has emerged as the leading contender to run Metro-
Goldwyn-Mayer Inc.

The sources told the Journal that Spyglass, which co-financed the
recent hits "Star Trek" and "G.I. Joe," is the preferred choice of
a group of hedge funds holding large amounts of MGM's debt.  Any
deal would be executed in a "prepackaged" bankruptcy, with an eye
toward spending less than two months in court proceedings.
According to the Journal's sources, under the restructuring plan:

     -- creditors would swap their debt for nearly all the equity
        in the reorganized company; and

     -- Spyglass executives would get a slice of that equity; and

     -- Spyglass co-heads Gary Barber and Roger Birnbaum would run
        the studio as co-chief executives.

The Journal says the talks are continuing, and no final decisions
have been made.

The Journal's sources added that Summit Entertainment, the studio
behind the "Twilight" vampire-film franchise, also has been in
discussions with MGM and its creditors, and remains a candidate to
run the company.  According to the Journal, Summit submitted a
plan to MGM and its creditors outlining how the companies could
merge.  A merger of the two studios could mean an initial public
offering down the line, the sources told the Journal.

Spyglass is an investment holding of private-equity firm Cerberus
Capital Management LP.  Spyglass sent its proposal to MGM's most
influential creditors -- which include J.P. Morgan Chase & Co.,
Anchorage Advisors, Highland Capital Management and Davidson
Kempner Capital Management.

Sources told the Journal the two sides are involved in
negotiations over details of the plan, and are pushing to get a
deal done before a waiver on MGM's debt expires in mid-July.  But
MGM could be forced to seek its sixth waiver from creditors since
November, the sources said.

The Journal says both MGM and Summit declined to comment.
Spyglass couldn't be reached for comment.

Brooks Barnes at The New York Times' Media Decoder reported in May
that MGM's lenders agreed to let the studio skip interest and
principal payments until July 14, 2010.  MGM tried to sell itself
in March but received low bids.  According to The Wall Street
Journal, early in March MGM was readying a backup plan should bids
for its assets come in too low.  Sources told the Journal MGM
creditors are increasingly willing to assume control over the
studio.  The sources said that under that scenario, MGM would
likely pursue a "standalone" plan in which lenders would convert
their debt to equity.

MGM has hired investment bank Moelis & Company and the law firm
Skadden, Arps, Slate, Meagher & Flom.  In August 2009, it hired
the restructuring expert Stephen F. Cooper to help lead the
company.

                    About Metro-Goldwyn-Mayer

Metro-Goldwyn-Mayer, Inc., is an independent, privately held
motion picture, television, home video, and theatrical production
and Distribution Company.  The Company owns the world's largest
library of modern films, comprising approximately 4,000 titles,
and over 10,400 episodes of television programming.  An investor
consortium, comprised of Providence Equity Partners, TPG Capital,
Sony Corporation of America, Comcast Corporation, DLJ Merchant
Banking Partners and Quadrangle Group, owns MGM.


MILLENNIUM MULTIPLE: Files Schedules of Assets & Liabilities
------------------------------------------------------------
Millennium Multiple Employer Welfare Benefit Plan has filed with
the U.S. Bankruptcy Court for the Western District of Oklahoma its
schedules of assets and liabilities, disclosing:

  Name of Schedule                      Assets         Liabilities
  ----------------                      ------         -----------
A. Real Property                              $0
B. Personal Property                 $96,102,586
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                               $0
E. Creditors Holding
   Unsecured Priority
   Claims                                                       $0
F. Creditors Holding
   Unsecured Non-priority
   Claims                                                 $180,948
                                     -----------          --------
TOTAL                                $96,102,586          $180,948

Richardson, Texas-based Millennium Multiple Employer Welfare
Benefit Plan filed for Chapter 11 bankruptcy protection on June 9,
2010 (Bankr. W.D. Okla. Case No. 10-13528).  G. Blaine Schwabe,
III, Esq., at Mock Schwabe Waldo Elder Reeves & Bryant, assists
the Company in its restructuring effort.  The Company estimated
its assets and debts at $50,000,001 to $100,000,000.


MILLENIUM MULTIPLE: Taps Mock Schwabe as Bankruptcy Counsel
-----------------------------------------------------------
Millennium Multiple Welfare Benefit Plan has sought permission
from the U.S. Bankruptcy Court for the Western District of
Oklahoma to employ Mock, Schwabe, Waldo, Elder, Reeves & Bryant, A
Professional Limited Liability Company as bankruptcy counsel.

Mock Schwabe will, among other things:

     a. take steps as may be necessary in order to assume or
        reject executor contracts and unexpired leases;

     b. take necessary action to enjoin and stay, until a final
        decree herein, the institution of any proceedings by
        creditors to enforce liens upon property of Millennium
        which the creditors may assert;

     c. represent the Debtor in all discussions with creditors;
        and

     d. prepare petitions, answers, orders, reports and other
        legal papers.


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

        G. Blaine Schwabe, III              $345
        Gary A. Bryant                      $320
        Sarah A. Hall                       $295

Gary A. Bryant, a member at Mock Schwabe, assures the Court that
the firm is "disinterested" as that term is defined in Section
101(14) of the Bankruptcy Code.

Richardson, Texas-based Millennium Multiple Employer Welfare
Benefit Plan filed for Chapter 11 bankruptcy protection on June 9,
2010 (Bankr. W.D. Okla. Case No. 10-13528).  The Company estimated
its assets and debts at $50,000,001 to $100,000,000.


MILLENIUM MULTIPLE: Wants to Hire Kurtzman Carson as Notice Agent
-----------------------------------------------------------------
Millennium Multiple Employer Welfare Benefit Plan has asked for
authorization from the U.S. Bankruptcy Court for the Western
District of Oklahoma to employ Kurtzman Carson Consultants LLC as
notice agent.

KCC will, among other things:

     a) comply with applicable federal, state, municipal, and
        local statutes, ordinances, rules, regulations, orders and
        other requirements;

     b) establish and maintain a public access Web site setting
        forth pertinent case information and documents relating to
        the Debtor's bankruptcy case where parties can view
        pleadings or other documents filed with the Court by the
        Debtor or other parties without charge during regular
        business hours;

     c) prepare and serve required notices in the bankruptcy case;
        and

     d) assist with solicitation of votes and tabulation of
        ballots in connection with a plan of reorganization.

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

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

Albert H. Kass, the vice president of corporate restructuring
services of KCC, assures the Court that the firm is
"disinterested" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Richardson, Texas-based Millennium Multiple Employer Welfare
Benefit Plan filed for Chapter 11 bankruptcy protection on June 9,
2010 (Bankr. W.D. Okla. Case No. 10-13528).  G. Blaine Schwabe,
III, Esq., at Mock Schwabe Waldo Elder Reeves & Bryant, assists
the Company in its restructuring effort.  The Company estimated
its assets and debts at $50,000,001 to $100,000,000.


MINDEN GATEWAY: Sells Assets Back to Calif. National for $2.15MM
----------------------------------------------------------------
Scott Neuffer at The Record-Courier reports that Minden Gateway
Center was sold back to beneficiary California National Bank for
about $2.15 million.  The Company had no outside bidders at a
public auction held Wednesday last week.

Reno, Nevada-based Minden Gateway Center, LLC filed for Chapter 11
on April 28, 2009 (Bankr. D. Nev. Case No. 09-51269).  Alan R.
Smith, Esq., represents the Debtor in its restructuring efforts.
The Debtor has assets and debts both ranging from $10 million to
$50 million.


MPG TERRAPIN: Chapter 11 Filing Done in Bad Faith, Judge Rules
--------------------------------------------------------------
Business Journal of Tampa Bay says a federal judge agreed with the
objections filed by Wells Fargo Bank arguing that MPG Terrapin
Ltd.'s Chapter 11 bankruptcy petition was filed in bad faith.  The
bankruptcy filing was planned to halt an auction of Coral Landings
III, where the company owes $37.3 million in mortgage.  MPG
Terrapin is a unit of Monroe's Prestige Group.


MORGUARD REAL ESTATE: DBRS Confirms Issuer Rating at 'BB'
---------------------------------------------------------
DBRS has confirmed the Issuer Rating of Morguard Real Estate
Investment Trust (Morguard or the Trust) at BB (high) with a
Stable trend. Morguard continues to maintain good financial
flexibility, with a favourable balance sheet and credit metrics.
For the last 12 months (LTM) ended Q1 2010, Morguard had a debt-
to-gross book value assets ratio of 50.8% and EBITDA interest
coverage of 2.66 times, an improvement from 54.5% and 2.11 times,
respectively, for YE2006.  Although these metrics compare
favourably with other higher-rated real estate investment trusts
(REITs), DBRS believes they are at an appropriate level
considering the Trust's business risk profile.  Going forward,
DBRS expects Morguard to manage its balance sheet with debt levels
near 55% on a debt-to-gross book value basis (excluding
convertible debentures), which DBRS has factored into the current
rating.

In addition, Morguard has a minimal amount of debt maturing, with
no more than 7.5% of total debt maturing in each year by the end
of 2012.  Furthermore, Morguard has more than sufficient liquidity
to meet these upcoming capital requirements.  As at Q1 2010,
Morguard had available funds of $59 million, which consists of
$53.7 million available on its credit facility and cash on hand of
$5.2 million.

Recently, Morguard acquired interest in a 370,000 square foot (sq.
ft.) Class A office tower located in downtown Toronto, with the
largest tenant being TD Bank and its investment division,
occupying 60% of the rentable space.  The Trust also acquired a
50% interest in Prairie Mall, an enclosed regional shopping centre
located in Grande Prairie, Alberta.  This property is anchored by
a 112,500 sq. ft. Zellers and contains 295,000 of leaseable sq.
ft.  Overall, DBRS views these investments as positive, as they
are well maintained and have dominant locations within their
respective markets.  In addition, DBRS believes that these high
quality investments with good occupancy rates and tenancies should
further enhance the Trust's cash flow stability and operating
metrics going forward.

The rating confirmation also takes into account that the Trust's
portfolio continues to perform reasonably well, with good
occupancy levels (94% as at Q1 2010), and has yet to show signs of
any material weakness in operating performance.  This is partially
due to the fact that Morguard's portfolio exhibits several
defensive features including: (1) a number of office properties
fully occupied by government tenants.  Government tenants
represent 13.3% of basic rental revenue and provide stable cash
flow under long-term leases; and (2) Non-discretionary-type
neighbourhood and community shopping centres that are primarily
anchored by food retailers and comprise 1.2 million sq. ft. in
total.  The portfolio also features five key regional shopping
centres comprising 2.9 million sq. ft., which are anchored by
large department stores, such as Hudson's Bay Company (includes
Zellers) and Sears Canada Inc.  While these shopping centres
continue to achieve good occupancy rates, they are predominately
fashion oriented and performance could come under increasing
pressure if the current economic downturn is deep or longer than
expected.  Overall, DBRS believes that Morguard's financial
position, along with minimal near-term debt maturities, should
provide reasonable protection against the current challenging
economic climate.  In addition, DBRS expects Morguard to continue
to generate stable cash flow levels, with reasonable lease
expiries across its portfolio during the next several years.


NELNET INC: Moody's Affirms Issuer Rating at 'Ba1'
--------------------------------------------------
Moody's Investors Service affirmed the ratings of Nelnet, Inc.
(Issuer Rating Ba1) and changed the outlook to stable from
negative.

The rating action reflects Moody's view that Nelnet has made
material progress in improving its financial condition and
liquidity.  Nelnet has de-leveraged its balance sheet through the
paydown of warehouse debt and corporate debt ($275 million of
senior unsecured notes due 2010 now paid in full), while
substantially increasing its tangible common equity through
earnings retention.  The company has also materially improved its
liquidity position in the form of unrestricted cash and cash
equivalents, which total $330 million as of March 31, 2010.

Moreover, core earnings generation has been strong due to improved
profits from the company's Asset Generation and Management unit
(its student lending business), as well as continued development
of the company's fee-based businesses.  In particular, Nelnet's
selection as one of four servicers for the U.S. Department of
Education's Direct Lending Program for student loans will benefit
its servicing business.

With the FFELP lending business coming to an end effective July 1,
2010 as the result of recent legislation, Moody's expectation is
that Nelnet will continue to focus on building the scope and
prominence of its fee-based businesses, particularly the servicing
segment.  Such efforts should be aided by continued solid secular
demand fundamentals within the education financial services
industry.  These include continued growth in enrollments and
student loan demand, driven by demographics, the increasing annual
cost of education, and the heightened necessity of higher
education in an increasingly competitive and globalized economy.

Despite Nelnet's significant progress in improving its financial
condition and liquidity profile, Moody's see limited upside
potential for the company's ratings from current levels.  In the
short to medium term the company faces operational and execution
risks related to its strategic transformation from a "lend-
centric" model to a provider of fee-for-service education
financial services that is centered on federal student loan
servicing for ED.  During this period the company will benefit
from its legacy FFELP business, but the sustainability of earnings
and cash flow from its ongoing businesses will take time to
develop.

As well, over the longer term Nelnet faces the issue of increased
business and earnings concentration risk as the FFELP loan
portfolio runs off and the company's business becomes increasingly
concentrated in its servicing franchise with its principal
customer, ED, comprising an ever larger portion.  While the ED
servicing contract is an important mandate for Nelnet, in Moody's
view it leaves the company exposed to downside risk should the 5-
year contract (4 years still to run) not be renewed.  Finally,
though Moody's expect the company to continue to de-lever, the
buildup of unrestricted cash and cash equivalents also raises
questions regarding financial policy and use of proceeds for
purposes other than debt paydown.  This could add risk in the
future.

The last rating action on Nelnet was on February 6, 2009, when
Moody's confirmed the company's ratings and assigned a negative
outlook.

Nelnet (ticker symbol NNI), a leading education financial services
company based in Lincoln, Nebraska, reported total assets of
$26.8 billion as of March 31, 2010.


NORTH CAROLINA MUTUAL: AM Best Affirms 'C+' FSR
-----------------------------------------------
A.M. Best Co. has removed from under review with negative
implications and affirmed the financial strength rating of C+
(Marginal) and issuer credit rating of "b-" of North Carolina
Mutual Life Insurance Company (NCM) (Durham, NC).  The outlook
assigned for both ratings is negative.

On September 1, 2009, A.M. Best downgraded the ratings of NCM and
placed the company under review with negative implications,
reflecting a sharp reduction in surplus and continued operating
losses.  Additionally, NCM's below investment grade holdings and
commercial mortgage exposure represent a significant portion of
its surplus.

While the investment issues remain a concern in this economic
environment, NCM's most recent results show a reduced operating
loss, compared to the same period in the prior year.  This was a
result of several initiatives to reduce operating expenses and
utilize reinsurance to stabilize its surplus position.  Based on
these initiatives, operating results are expected to stabilize.
However, the negative outlook reflects the uncertainty surrounding
the successful execution of a number of initiatives designed to
increase the capital position of NCM and return the company to
profitability.  Although capital and surplus have declined in
recent years, NCM's risk-adjusted capitalization is adequate for
its current ratings.  It is imperative that management
successfully execute upon its initiatives and generate positive
operating results.  If NCM's strategies are unsuccessful in the
near term and capitalization erodes further, A.M. Best may need to
take additional rating actions.


OPTI CANADA: Board to Continue to Explore Strategic Alternative
---------------------------------------------------------------
OPTI Canada Inc. responds to comments erroneously attributed to
Christopher Slubicki, President and Chief Executive Officer,
regarding the Company's strategic alternatives review.  OPTI
confirms that its Board of Directors continues to move forward in
its process to explore strategic alternatives for enhancing
shareholder value.

The strategic alternatives may include capital market
opportunities, restructuring the current credit facility, asset
divestitures, and a corporate sale, merger or other business
combination. The ultimate objective of carrying out this review is
to determine which alternative(s) might result in superior value
for OPTI shareholders.

OPTI does not intend to disclose developments with respect to the
strategic review process unless and until its Board of Directors
has approved a definitive transaction or strategic option.  There
can be no assurance that any transaction will occur, or if a
transaction is undertaken, as to its terms or timing.

                            About OPTI

OPTI Canada Inc. is a Calgary, Alberta-based company focused on
developing major oil sands projects in Canada using its
proprietary OrCrude(TM) process.  OPTI's common shares trade on
the Toronto Stock Exchange under the symbol OPC.

OPTI continues to carry Moody's Caa2 corporate rating and Standard
& Poor's B- corporate rating.

The Company's balance sheet at March 31, 2010, showed C$3.7
billion in total assets and C$2.5 billion in total liabilities for
a C$763.0 million in stockholders' deficit.


PAT JAMES: Files for Chapter 11 Bankruptcy Protection
-----------------------------------------------------
Pat James filed for bankruptcy under Chapter 11 protection,
according to Alabama Live.  Mr. James owes $10 million to Bay
Bank; $3.95 million, Bryant Bank; and $5 million, Pat James,
report citing papers filed with the bankruptcy court.

Pat James is the developer of Cypress Point Development LLC.


PEABODY ENERGY: Fitch Assigns 'BB+' Rating on $1.5 Bil. Loan
------------------------------------------------------------
Fitch Ratings assigned a 'BB+' rating to Peabody Energy
Corporation's new $1.5 billion, five-year senior unsecured
revolving credit and new $500 million, senior unsecured term loan.
The term loan amortizes quarterly beginning December 2010 at
$6.25 million per quarter with the remaining balance due at
maturity.

These ratings were affirmed on May 24, 2010:

  -- Issuer Default Rating at 'BB+';
  -- Senior unsecured notes at 'BB+';
  -- Convertible junior subordinated debentures due 2066 at 'BB-'.

The Outlook is Stable.

Peabody Energy Corporation's credit ratings reflect large, well
diversified operations, good control of low-cost production,
strong liquidity and moderate leverage.

Liquidity at quarter's end was strong, with cash on hand of
$1 billion and $1.5 billion of availability under the company's
existing $1.8 billion revolver.  Total debt with equity
credit/EBITDA for the latest 12 months ended March 31, 2010, was
2.1 times.  Peabody has substantial legacy liabilities resulting
in adjusted leverage of 3.1x for the year ended Dec. 31, 2009.

Capital expenditures in 2010 are expected to be up to
$650 million, excluding federal coal reserve lease payments, which
are estimated at $25 million for 2010.  Interest expense is
expected to be between $205 million and $210 million for the year.
Peabody is targeting 2010 EBITDA of at least $1.6 billion which
Fitch believes should be attainable given the company's contract
position and markets for its Australian coals.

Fitch expects operating cash flows will cover capital expenditures
and dividends of about $75 million per year amply over the next
12-18 months.  Scheduled maturities of debt are less than
$20 million per year in advance of the $650 million senior notes
due March 2013.  Peabody should remain well within its financial
covenants of a maximum consolidated leverage ratio of 4.00x
(changed from 3.25x) and a minimum interest coverage ratio of
2.50x.

The Stable Outlook reflects Fitch's expectation that:

  -- Peabody will continue to invest in Australia to the extent of
     its free cash flow;

  -- Any significant leveraged acquisitions will be financed in a
     balanced manner with some cash on hand and/or equity;

  -- Total debt with equity credit/EBITDA will remain below 2.5x
     over the next 18 months.

Fitch would consider a negative rating action if there were a
substantial recapitalization or a significant debt financed
acquisition.


PEABODY ENERGY: S&P Affirms Corporate Credit Rating at 'BB+'
------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'BB+'
corporate credit rating on St. Louis, Mo.-based Peabody Energy
Corp.  The outlook is stable.

At the same time, it assigned its 'BB+' issue-level rating to the
company's $2 billion senior unsecured credit facility consisting
of a $1.5 billion revolving credit facility and a $500 million
term loan, both of which mature in 2015.

"The rating on Peabody reflects its satisfactory business risk
profile, which stems from its good U.S. competitive position,
substantial and diversified reserve base, and significant
Australian operations," said Standard & Poor's credit analyst
Marie Shmaruk.  "The ongoing cost, regulatory and operating risks
inherent in coal mining, the somewhat weak market conditions in
the U.S., and the company's significant financial risk profile
partly outweigh these positive factors."

Peabody also has aggressive growth plans, including significant
capital expenditures during the next several years to expand its
Australian operations and to develop a mine in the Illinois Basin.
The company remains acquisitive, and S&P expects that the company
would use debt for at least a portion of a major acquisition.

Peabody is North America's largest coal producer, with diversified
reserves totaling more than 9 billion tons located in the western
U.S., the Illinois Basin, and Australia.  In the 12 months ended
March 31, 2010, the company sold approximately 240 million tons of
coal, including 28 million from its trading and brokerage
operations.


PEEK'N PEAK: Owes $1.2 Million in Property Taxes
------------------------------------------------
Dennis Phillips at The Observer reports that Peek'n Peak owes $1.2
million in unpaid county property taxes to its $28 million debts
to creditors.  The Company said it has not paid taxes since 2007.

Peek'n Peak Resort -- http://www.pknpk.com/-- operates a
recreational and leisure facility.  Peek'n Peak Resort
sought bankruptcy protection in the U.S. Bankruptcy Court for the
Northern District of Ohio.  The Company said it filed for Chapter
11 as its financial situation "does not seem to be improving."


PHISH HOUSE: Case Summary & Largest Unsecured Creditor
------------------------------------------------------
Debtor: Phish House, LLC
        409 North Pacific Coast Highway, #162
        Redondo Beach, CA 90277

Bankruptcy Case No.: 10-10566

Chapter 11 Petition Date: June 17, 2010

Court: U.S. Bankruptcy Court
       Southern District of California (San Diego)

Judge: Margaret M. Mann

Debtor's Counsel: Thomas C. Nelson, Esq.
                  Law Offices of Thomas C. Nelson
                  484 Prospect Avenue
                  La Jolla, CA 92037
                  Tel: (858) 875-5092
                  E-mail: tom@tcnlaw.com

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

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

The petition was signed by Rebecca Gold, manager.

The list of unsecured creditors filed together with its petition
contains only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
San Diego County Tax Collector     Taxes                    $1,100
1600 Pacific Highway
San Diego, CA 92101


PINE MOUNTAIN: Files Schedules of Assets and Liabilities
--------------------------------------------------------
Pine Mountain Properties, LLC, filed with the U.S. Bankruptcy
Court for the Eastern District of Tennessee its schedules of
assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $20,000,000
  B. Personal Property               $77,150
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $7,460,470
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $15,405
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $8,084,351
                                 -----------      -----------
        TOTAL                    $20,077,150     $15,560,232*

* Corrected: $15,560,226

Maryville, Tennessee-based Pine Mountain Properties, LLC, dba Pine
Mountain Properties, filed for Chapter 11 bankruptcy protection on
April 14, 2010 (Bankr. E.D. Tenn. Case No. 10-31898).  Steven G.
Shope, Esq., who has an office in Knoxville, Tennessee, assists
the Company in its restructuring effort.  The Company estimated
its assets and debts at $10,000,001 to $50,000,000.


PINE MOUNTAIN: Files List of 20 Largest Unsecured Creditors
-----------------------------------------------------------
Pine Mountain Properties, LLC, filed with the U.S. Bankruptcy
Court for the Eastern District of Tennessee a list of its largest
unsecured creditors, disclosing:

   Entity                                        Claim Amount
   ------                                        ------------
RMT Cottages, LLC                                $4,244,128
1010 Wm. Blount Drive
Maryville, TN 37801

Tellico Lake Properties, LLC                     $2,326,146
1010 Wm. Blount Drive
Maryville, TN 37801

Glenn Wright Homes Tenn., LLC                      $500,000
1212 E. Broward Blvd.
Ft. Lauderdale, FL 33301

Rarity Communities, Inc.                           $140,209

Hertz Equipment Rental                             $140,017

Smith Turf & Irrigation                             $51,961

Craig Nelson                                        $50,000

Maxam Appalachia, LLC                               $45,675

Rarity Management LLC                               $42,881

Tennessee Grass Works, LLC                          $40,000

R & R Drilling                                      $30,578

Juan Silva                                          $25,000

Jorge Alban                                         $25,000

Elena Fonte                                         $25,000

Thomas O. Hablich                                   $25,000

Gustavo Valez                                       $25,000

Luz E. Giraldo                                      $25,000

Adolfo Varon                                        $25,000

Jorge Martinez                                      $25,000

Nelson Fleites                                      $25,000

Maryville, Tennessee-based Pine Mountain Properties, LLC, dba Pine
Mountain Properties, filed for Chapter 11 bankruptcy protection on
April 14, 2010 (Bankr. E.D. Tenn. Case No. 10-31898).  Steven G.
Shope, Esq., who has an office in Knoxville, Tennessee, assists
the Company in its restructuring effort.  The Company estimated
its assets and debts at $10,000,001 to $50,000,000.


PRIME STAR: Posts $298,800 Net Loss for First Quarter
-----------------------------------------------------
Prime Star Group, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $298,756 for the three months ended
March 31, 2010, compared with a net loss of $796,602 for the same
period a year ago.

The Company's balance sheet as of March 31, 2010, showed
$1,240,734 in assets and $8,419,077 of liabilities, for a
stockholders' deficit of $7,178,343.

As reported in the Troubled Company Reporter on June 1, 2010,
Gruber & Company, LLC, in Lake Saint Louis, Mo., expressed
substantial doubt about the Company's ability to continue as a
going concern after auditing the Company's financial statements
for the year ended December 31, 2009.  The independent auditors
noted that the Company has a deficit in working capital, a deficit
of retained earnings, and negative stockholders equity.

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

               http://researcharchives.com/t/s?6515

                         About Prime Star

Las Vegas, Nev.-based Prime Star Group, Inc. is a holding company
that focuses on four areas of business: SmartPax(TM) Packaging,
Premium Food & Beverage Products, Distribution, and Risk
Management.  The Company's operating subsidiaries produce, market,
and distribute wines, tea, adult mixed beverages, flavored water,
and gourmet seafood products.  The Company also produces co-brand
and co-pack existing high-end beverages and private label liquors
for large hospitality and entertainment brands.  Prime Star is
focused on the food and beverage, entertainment, hospitality,
healthcare and disaster relief industries.


RAFAELLA APPAREL: Inks Equity Incentive Award Agreements
--------------------------------------------------------
Rafaella Apparel Group Inc. entered into an Equity Incentive Plan
Award Agreement with John Kourakos, Chairman of the Board,
granting Mr. Kourakos an option to purchase up to 111,111 shares
of common stock of the Company, exercisable for $5.33 per share.
Mr. Kourakos' option vests as follows: 73,327.28 on the grant date
of May 21, 2010, 10,005.97 on October 1, 2010, and the remaining
27,777.75 on October 1, 2011.

On June 11, 2010, the Company also entered into an Equity
Incentive Plan Award Agreement with Lance D. Arneson, the
Company's Chief Financial Officer, granting Mr. Arneson an option
to purchase up to 111,111 shares of common stock of the Company,
exercisable for $5.33 per share.  Mr. Arneson's option vests as
follows: 15,559.83 on the grant date of May 21, 2010, 12,217.92 on
November 2, 2010, and the balance in three equal annual
installments, 27,777.75 each vesting on the successive
anniversaries of the May 21st grant date.

The foregoing summary of each of Mr. Kourakos' and Mr. Arneson's
Equity Incentive Plan Award Agreements does not purport to be
complete and are qualified in their entirety by the Equity
Incentive Plan Award Agreements

A full-text copy of the Equity Incentive Plan Award Agreement
between the Company and John Kourakos is available for free at:

               http://ResearchArchives.com/t/s?651b

A full-text copy of the Equity Incentive Plan Award Agreement
between the Company and Lance D. Arneson is available for free at:

               http://ResearchArchives.com/t/s?651c

                   About Rafaella Apparel Group

Rafaella Apparel Group, Inc., based in New York, NY, is a
designer, sourcer, and marketer of a full line of women's career
and casual sportswear separates under the Rafaella brand.  Net
sales for the twelve months ended December 31, 2009, were
$113 million.

                           *     *     *

According to the Troubled Company Reporter on April 6, 2010,
Standard & Poor's Ratings Services said that it affirmed its 'CC'
corporate credit rating on New York-based Rafaella Apparel Group,
Inc.  The outlook is negative.

The Company's balance sheet at March 31, 2010, showed
$82.3 million in total assets and $87.5 million in total
liabilities, for a total stockholders' deficit of $64.3 million.


REALOGY CORP: S&P Gives Developing Outlook; Affirms 'CC' Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its rating
outlook on Realogy Corp. to developing from negative.  S&P
affirmed all ratings on the company, including the 'CC' corporate
credit rating.

"The outlook revision to developing reflects operating
improvements at Realogy since the December 2009 quarter that are
likely to continue in the June 2010 quarter," said Standard &
Poor's Ratings Services credit analyst Emile Courtney, "largely
due to the temporary first-time homebuyer tax credit." As a
result, S&P believes S&P is in a position to begin articulating
potential upside for Realogy's current 'CC' rating if the U.S.
residential housing market can recover over the intermediate term.
This is notwithstanding S&P's expectation that in terms of
existing home sales the U.S. residential housing market will
likely experience a moderate decline in the second half of 2010
and home prices are likely to be about flat due to the expiration
of the first-time homebuyer tax credit on June 30, 2010.

"S&P's developing outlook indicates that its 'CC' rating on
Realogy could go up or down depending upon the direction of the
U.S. residential housing market," added Mr. Courtney.  Upside
potential exists if Realogy can generate adequate EBITDA to cover
total interest expense (including paid-in-kind [PIK] interest) and
other calls on cash, and otherwise maintain a manageable liquidity
position with adequate cash balances and revolver availability,
but any future upgrade is probably limited to the 'CCC' category
under these circumstances.  Higher potential ratings above the
'CCC' category would likely be contingent upon S&P's expectation
that Realogy will produce sustainable levels of positive
discretionary cash flow that enable the company to begin reducing
its large debt balances, which totaled about $7.6 billion
(including operating leases and securitization debt).  Leverage
was high, at 15x at March 2010, although this was an improvement
compared to 20x one year ago.


REMEDIAL CYPRUS: Says Yantai Raffles Slowing Sale of Vessels
------------------------------------------------------------
To recall, Remedial (Cyprus) Public Co. Ltd. received permission
from the Bankruptcy Court in late May to sell its two elevated
support vessels for the offshore oil and gas industry.  Remedial
is now asking the Bankruptcy Court extend its exclusive right to
propose a Chapter 11 plan, as the sales have not been completed.
The hearing on the exclusivity motion will be held June 30.

According to Bill Rochelle at Bloomberg News, Remedial said in a
court filing that completion of the sale is being held up by a
dispute with a builder of one of the vessels.

The Bloomberg report relates that secured bondholders owed
$230 million were authorized to purchase the vessels in exchange
for $120 million in debt plus whatever is outstanding on the
$5 million post-bankruptcy loan.  The bondholders must also pay
costs to cure contract defaults.  Yantai Raffles Shipyard Ltd.,
the builder of one vessel, claimed that the contract was
terminated for breach.  The contract was to be one of the assets
transferred in the sale.

Remedial said in a court filing that the buyers may take advantage
of a provision in the contract to complete one purchase before the
other.

                      Increase in DIP Financing

According to Bloomberg News, at the June 30 hearing Remedial will
also ask the judge to approve an increase in financing from
$5 million to $6.5 million.  Financing for the Chapter 11 case
comes from the bondholders who are owed a net of $177 million.

                       About Remedial (Cyprus)

Based in Limassol, Cyprus, Remedial (Cyprus) Public Company owns
and operates self-propelled jack up rigs called Elevating Support
Vessels. The vessels facilitate offshore well intervention
activities and work-over services.

Remedial (Cyprus) Public Company Ltd. -- dba Brufani
Shipmanagement Limited and Remedial Cyprus Limited -- filed for
Chapter 11 bankruptcy protection on February 17, 2010 (Bankr.
S.D.N.Y. Case No. 10-10782).  Kenneth A. Rosen, Esq., at
Lowenstein Sandler, P.C., assists the Company in its restructuring
effort.  The Company estimated its assets and debts at
US$100,000,001 to US$500,000,000.


RIM DEVELOPMENT: Proposes to Pay Claims from Property Sales
-----------------------------------------------------------
RIM Development, LLC, filed with the U.S. Bankruptcy Court for the
District of Kansas Disclosure Statement explaining its proposed
amended Plan of Reorganization.

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

Under the Plan, the Debtor proposes to pay all secured and
unsecured claims a pro rata share of 2/3 of the proceeds from
property sales so that all claims but that of Textron are paid
within 4 years based on projected sales.

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

Roca, Nebraska-based RIM Development, LLC, filed for Chapter 11
bankruptcy protection on January 22, 2010 (Bankr. D. Kan. Case No.
10-10132).  Susan G. Saidian, Esq., who has an office in Wichita,
Kansas, 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.


ROBERT GILBERT: Files Schedules of Assets and Liabilities
---------------------------------------------------------
Robert Clark Gilbert filed with the U.S. Bankruptcy Court for the
Northern District of Georgia its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $1,079,000
  B. Personal Property           $10,640,750
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $3,410,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $10,015
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $1,764,527
                                 -----------      -----------
        TOTAL                    $11,719,750      $5,184,542

Acworth, Georgia-based Robert Clark Gilbert filed for Chapter 11
bankruptcy protection on March 15, 2010 (Bankr. N.D. Ga. Case No.
10-41047).  Joseph J. Burton, Jr., Esq., who has an office in
Atlanta, Georgia, assists the Debtor in his restructuring effort.
The Debtor listed $10,000,001 to $50,000,000 in assets and
$1,000,001 to $10,000,000 in liabilities.


RYLAND GROUP: Files Annual Report on Savings Opportunity Plan
-------------------------------------------------------------
An annual report on Form 11-K was filed for The Ryland Group,
Inc. Retirement Savings Opportunity Plan for the period ended
December 31, 2009.  The Plan had net assets available for benefits
of $148,671,718 at December 31, 2009.

A full-text copy of the Form 11-K is available at no charge
at http://ResearchArchives.com/t/s?651e

                        About Ryland Group

Headquartered in Calabasas, California, The Ryland Group, Inc.
(NYSE: RYL) -- http://www.ryland.com/-- is one of the nation's
largest homebuilders and a leading mortgage-finance company.
Since its founding in 1967, Ryland has built more than 285,000
homes and financed more than 240,000 mortgages.  The Company
currently operates in 15 states and 19 homebuilding divisions
across the country and is listed on the New York Stock Exchange
under the symbol "RYL."

Ryland posted its third consecutive annual net loss, reporting
$162,474,000 net loss for 2009, $396,585,000 for 2008, and
$333,526,000 for 2007.

As of March 31, 2010, the Company had $1.7 billion in total
assets and $1.1 billion in total liabilities, resulting in
$639.2 million in stockholders' equity.

                           *     *      *

As reported by the Troubled Company Reporter on June 21, 2010,
Fitch Ratings has affirmed Ryland Group, Inc.'s ratings -- Issuer
Default Rating at 'BB'; and Senior unsecured debt at 'BB'.  The
Rating Outlook has been revised to Stable from Negative.

Ryland Group carries Moody's "Ba3" corporate family rating, "Ba3"
probability of default rating, "Ba3" senior unsecured notes
rating, and "SGL-2" speculative grade liquidity rating.  Ryland
Group carries Standard & Poor's Ratings Services' 'BB-' corporate
credit and senior unsecured note ratings.


SANMINA: Fitch Upgrades Senior Unsecured Notes to 'BB/RR1'
----------------------------------------------------------
As a result of updating its Recovery Ratings for U.S. technology
companies, Fitch Ratings has upgraded certain issue ratings for
these companies:

Kodak

  -- Senior unsecured notes upgraded to 'B+/RR2' from 'B-/RR4'.

Sanmina

  -- Senior unsecured notes upgraded to 'BB/RR1' from 'BB-/RR2';
  -- Senior subordinated debt upgraded to 'B/RR4' from 'CCC/RR6'.


SEQUENOM INC: Board Adds CFO Paul Maier to Benefit Plan
-------------------------------------------------------
The Board of Directors of Sequenom Inc. added Paul V. Maier, its
Chief Financial Officer, to Sequenom's "change in control
severance benefit plan."

Meanwhile, on June 14, 2010, Sequenom held its Annual Meeting at
which the stockholders:

   i) elected Ernst-Gnter Afting, Kenneth F. Buechler, John A.
      Fazio, Harry F. Hixson, Jr., Richard A. Lerner, Ronald M.
      Lindsay and David Pendarvis as directors to hold office
      until Sequenom's annual meeting of stockholders in 2011,

  ii) approved an amendment to Sequenom's 2006 Equity Incentive
      Plan to increase the number of shares of Sequenom's common
      stock available for issuance under such plan by 3,000,000
      shares, and

iii) ratified the selection by the Audit Committee of the Board
      of Directors of Ernst & Young LLP as independent auditors of
      Sequenom for the fiscal year ending December 31, 2010.

Sequenom had 62,164,582 shares of common stock outstanding and
entitled to vote as of the close of business on April 19, 2010,
the record date for the Annual Meeting.

                         About Sequenom

Sequenom, Inc. (NASDAQ: SQNM) -- http://www.sequenom.com/-- is a
life sciences company committed to improving healthcare through
revolutionary genetic analysis solutions. Sequenom develops
innovative technology, products and diagnostic tests that target
and serve discovery and clinical research, and molecular
diagnostics markets. The company was founded in 1994 and is
headquartered in San Diego, California.

The Company's balance sheet for March 31, 2010, showed
$70.6 million total assets and $15.5 million total current
liabilities, for a $50.0 million stockholders' equity.

Ernst & Young LLP of San Diego, California, has expressed
substantial doubt against Sequenom's ability as a going concern.
The auditor noted that the Company has incurred recurring
operating losses and does not have sufficient working capital to
fund operations through 2010.


SMART ONLINE: Atlas Capital Holds 40% of Common Stock
-----------------------------------------------------
Atlas Capital, SA, disclosed that as of June 2, 2010, it has
acquired, in the aggregate, 7,265,269 shares -- or 40% -- of Smart
Online Inc. Common Stock either from the Company or from other
shareholders of the Company.  Atlas has paid an aggregate of
$19,644,247.08 for these shares from corporate funds, including
56,206 shares acquired from Dennis Michael Nouri (the former
President and Chief Executive Officer of the Company) pursuant to
a note cancellation agreement.  In exchange for the shares
acquired from Mr. Nouri, Atlas cancelled a note under which Mr.
Nouri owed Atlas principal and interest totaling $85,117.

Atlas said it acquired the shares of Common Stock for investment
purposes.

Headquartered in Durham, North Carolina, Smart Online, Inc. (OTC
BB: SOLN) -- http://www.smartonline.com/-- develops and markets
software products and services targeted to small  businesses that
are delivered via a Software-as-a-Service (SaaS), or SaaS, model.
The Company also provides website consulting services, primarily
in the e-commerce retail industry products and services.

                           *     *     *

The Company's balance sheet as of March 31, 2010, showed
$1,146,666 in assets and $17,453,810 of liabilities, for a
stockholders' deficit of $16,307,144.


SMURFIT-STONE CONTAINER: Court Confirms Plan of Reorganization
--------------------------------------------------------------
Smurfit-Stone Container Corporation disclosed that Judge Brendan
Shannon of the U.S. Bankruptcy Court in Wilmington, Delaware,
entered an order confirming the Joint Plan of Reorganization and
Plan of Compromise and Arrangement  filed by the Company and each
of its subsidiaries and affiliates currently acting as debtors in
possession under Chapter 11 of the United States Bankruptcy Code,
including those Debtors that are Canadian subsidiaries and parties
to the Companies' Creditors Arrangement Act proceeding.  This
action, which follows similar relief previously granted in Canada,
positions Smurfit-Stone to emerge from Chapter 11 in the U.S. and
CCAA protection in Canada.

"With confirmation of the Plan of Reorganization, Smurfit-Stone is
now on a path to emerge from our financial restructuring on
June 30," said Patrick J. Moore, chairman and CEO of Smurfit-
Stone.  "Upon consummation of the restructuring plan, we will have
successfully reduced our debt and realigned our capital structure
in a way that dramatically improves the Company's prospects for
long-term growth and profitability.

"We are pleased to have been able to reach agreement with our
creditors and stockholders on a plan that enables us to continue
to drive value for our stakeholders and help our customers grow
their businesses," continued Mr. Moore.  "I particularly want to
thank our employees, whose hard work and enduring dedication have
allowed us to continue meeting and exceeding our customers'
expectations throughout this process and whose efforts contributed
greatly to positioning us for a successful emergence."

Smurfit-Stone will host an emergence conference call and webcast
to update investors on the newly restructured company on Thursday,
July 1 at 11:00 a.m. ET.  To access the presentation dial (800)
261-3417; access code 13274863 or visit Smurfit-Stone's website at
www.smurfit-stone.com .

As previously announced, Smurfit-Stone's POR received overwhelming
support from its creditor constituencies.  On May 13, 2010, the
Ontario Superior Court of Justice issued an order sanctioning the
POR in the CCAA proceedings in Canada.

On May 24, 2010, Smurfit-Stone announced that it reached a
resolution with certain holders of the Company's preferred and
common stock.  The resolution provides that 4.5% of the new common
stock of the reorganized Company that the POR previously provided
for distribution to unsecured creditors will now be distributed to
the Company's current stockholders, with 2.25% being distributed
pro rata to the holders of the Company's preferred stock and 2.25%
being distributed pro rata to holders of the Company's common
stock.

                      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)


SOJAC I: Files for Chapter 11 Bankruptcy Protection
---------------------------------------------------
John Yantis at The Arizona Republic reports that Sojac I filed for
bankruptcy under Chapter 11 on the same day its manager ML Manager
LLC planned a trustee sale on the Company's property.

According to the report, ML Manager said the Company owes
Mortgages Ltd., a precursor to ML Manager, $24 million for the
property.

Donald Gaffney at Snell & Wilmer represents the Company.

Sojac I is a group of developers headed by Dale Jensen.


SONIC AUTOMOTIVE: S&P Gives Positive Outlook; Keeps 'B+' Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Charlotte, N.C.-based Sonic Automotive Inc. to positive from
stable and affirmed the ratings on the company, including the 'B+'
corporate credit rating.

"The outlook revision indicates S&P believes there is a one-in-
three chance S&P could raise the rating on Sonic in the year ahead
because S&P believes the company has demonstrated its ability and
willingness to improve its credit measures in the near term," said
Standard & Poor's credit analyst Nancy Messer.  "For example, S&P
estimate that lease adjusted leverage for the 12 months ended
April 30, 2010, declined to about 5.5x as adjusted for the
company's recent refinancing," Ms. Messer added.  "In S&P's
opinion, the company is positioned to reduce leverage further by
way of increased EBITDA margins, achieved in part through
aggressive cost initiatives, in combination with what S&P believes
to be permanent debt reduction."

S&P's view incorporates the assumption that new vehicle auto sales
in the U.S. have stabilized and should expand in the year ahead,
and that Sonic's financial policy will continue to support
leverage reduction and highly disciplined use of cash for capital
spending.  S&P expects the management of Sonic to remain focused
on operational improvements and cash flow generation rather than
expansion through acquisitions in the year ahead.  Although new
vehicle sales accounted for only 21% of Sonic's same store gross
profit for 2009, new vehicles accounted for 53% of sales and drive
dealership customer throughput and enhance part and service
revenue potential.  S&P expects U.S. sales of new light vehicles
to reach 11.7 million units in 2010, an increase of about 13% from
the 2009 level of 10.3 million units which benefited from the
effect of the Cash for Clunkers program.  Still S&P's projected
2010 level remains below the weak sales levels of 2008.

The ratings on Sonic, one of several large consolidators in the
highly competitive U.S. auto retailing industry, reflect S&P's
view of the company's business risk profile as fair and its
financial risk profile as aggressive, characterized by high
leverage.  In S&P's opinion, the company's ability to generate
free cash from operations on a fairly consistent basis, in
conjunction with minimizing capital investment in dealerships and
refraining from making large acquisitions, mitigates its high
leverage that resulted from lower earnings during the recession.

The ratings reflect S&P's view of the resilience of Sonic's
business model, with its diverse revenue stream.  Sonic operates
dealership franchises in 15 states, predominately in the
Southeast, West, and Southwest; in 2009, 21% of Sonic's revenues
came from dealerships in the Houston market.  Favorably, more than
80% of Sonic's total new-vehicle revenue comes from import and
luxury vehicles that tend to have a fairly loyal customer base for
vehicle maintenance.  For 2009, Sonic's top new-vehicle sales were
from BMW AG (17%), Honda Motor Co. Ltd. (14%), Toyota Motor Corp.
(12%), Mercedes 10%, and Ford Motor Co. (9%).  Sonic has dual-
class common stock that places voting control with O.  Bruton
Smith and B.  Scott Smith, the founders and holders of the class B
common stock.

The positive outlook reflects S&P's opinion that there is a one-
in-three chance S&P could raise the corporate credit rating on
Sonic to 'BB-' in the year ahead.  This might occur if the company
continues to offset difficult auto sales with its revenue
diversity and operating efficiencies, combined with generating
positive free cash and reducing debt, through 2010.  This could
happen if the company's lease-adjusted leverage drops to 4.5x or
less as a result of using free cash flow for permanent debt
reduction and/or increasing EBITDA.  S&P estimate that lease-
adjusted leverage for the 12 months ended April 30, 2010, was
5.5x.  To raise the ratings, S&P would need to believe that the
company would not pursue large acquisitions and capital investment
projects that would raise leverage in the near term.

Alternatively, S&P could revise the outlook to stable if S&P
believed the company would not report free cash flow in the year
ahead -- perhaps because of a high level of acquisitions and/or
investment in dealer upgrades -- limiting its ability to reduce
debt.  If debt remains flat and EBITDA were to remain at about
$185 million -- the level S&P estimates the company earned for the
12 months ended March 31, 2010 -- adjusted leverage would remain
near 5.5x.  This could occur if the U.S. economy remains weak and
the company is unable to reduce its cost base to fit the reduced
revenue.


STATION CASINOS: Files First Amended Plan & Disclosure Statement
----------------------------------------------------------------
Station Casinos, Inc., and its debtor affiliates delivered to
Judge Zive of the U.S. Bankruptcy Court for the District of
Nevada their First Amended Joint Plan of Reorganization and
accompanying Disclosure Statement on June 15, 2010.

The Amended Plan contemplates that the Debtors will conduct an
orderly sale process for substantially all of their assets other
than those assets that will be sold or transferred to Propco or
New Propco and certain other excluded assets or the "New Opco
Acquired Assets" on a going concern basis, under the supervision
of the Bankruptcy Court and in a manner designed to procure the
highest and best transaction available.

The Amended Plan also contemplates the sale of the New Opco
Acquired Assets pursuant to the successful bid that emerges from
the Opco auction.  The successful bid may differ in a variety of
respects from the stalking horse bid.  To the extent the stalking
horse bid is not the successful bid and the successful bid varies
in terms or structure from the stalking horse bid, the Debtors
reserve the right to amend the Plan to reflect those variations
as appropriate and to provide supplemental disclosure of those
amendments as the Bankruptcy Court may require.

According to the Debtors, the Plan also has the support of the
Consenting Opco Lenders, who in the aggregate hold approximately
60% in dollar amount of the claims arising under the Prepetition
Opco Credit Agreement, and the holder of all the claims under the
Prepetition Opco Swap Agreement.

                    Asset Purchase Agreement

As authorized by the Bid Procedures Order, the Opco Group Sellers
have accepted an offer from, and entered into an asset purchase
agreement with, FG Opco Acquisition LLC.  The Stalking Horse
Bidder is an entity owned in whole or in part by FG and the
Mortgage Lenders.  The purchase price to be paid under the
Stalking Horse APA is approximately $772 million.

The Bid Procedures Order provides for a competitive bidding
process culminating in the Opco Auction commencing on August 6,
2010.  If the Stalking Horse Bid is not the Successful bid as a
result of the Opco Auction, the Debtors anticipate (a) amending
the Plan to reflect and incorporate the terms and conditions of
the Successful Bid, and (b) providing those supplemental
disclosures of those amendments as the Bankruptcy Court may
require.

The Debtors relate that if the Plan is confirmed, certain Non-
Debtor Affiliates may file for bankruptcy relief in order to
effectuate certain of the transactions contemplated by, or
required under, the Plan.  The Debtors expect that any filings
would not affect or disrupt the ordinary course operations of the
Debtors or the Non-Debtor Affiliates in any material way.

In connection with consummation of the Plan and New Opco's
receipt of the New Opco Acquired Assets, New Opco will enter into
or cause to be entered into a number of agreements and
transactions designed to allow new Opco to operate the New Opco
Acquired Assets as a going concern business.  Those agreements
and transactions will include, among others:

  -- The New Opco Credit Agreement
  -- The New Opco PIK Credit Agreement
  -- The New FG Management Agreement
  -- The IP License Agreement

                     Additional Disclosures

(A) Texas Station Gambling Hall & Hotel

Texas Station is subject to a ground lease.  The landlord is
Texas Gambling Hall & Hotel, Inc., which is an affiliate of a
member of the Fertitta family but is not owned or controlled by
Frank or Lorenzo Fertitta or FG.  The ground lease contains a
change of control provision that requires the lessee to purchase
the ground lease property upon a change of control if the
landlord elects to exercise the Texas Put Right.  The lessor has
one year from the change of control to exercise the Texas Put
Right.

(B) GV Ranch Station, Inc.

GV Ranch Station, Inc., a wholly owned subsidiary of SCI, owns a
50% equity interest in the joint venture that owns Green Valley
Ranch and also manages Green Valley Ranch.  GVRS has filed a
Chapter 11 case that is being jointly administered with SCI's
Chapter 11 case and those of SCI's other Affiliates.  The joint
venture that owns Green Valley Ranch has commenced discussions
with its own lenders about restructuring alternatives.

(C) Gun Lake Tribe

Under the terms of the amended and restated development agreement
with Gun Lake, MPM Enterprises, LLC, has agreed to arrange
financing for the ongoing development costs and construction of
the Casino, including periodic loans to Gun Lake for operating
expenses and credit support in the form of a $15,000,000 cash
deposit to secure completion and keep well obligations.  As a
result of these obligations, MPM has made loans for development
expenses in the approximate amount of $58,600,000 as of May 31,
2010, and SC Michigan LLC has made construction advances to Gun
Lake in the approximate amount of $17,600,000 as of May 31,
2010.

(D) Lukevich, Scott and St. Cyr Litigation

On or about April 30, 2010, Josh Lukevich, Cathy Scott and Julie
St. Cyr and the Debtors reached preliminary agreement on the
terms of a global settlement of all claims asserted in the
Complaint.  Pursuant to the settlement, the current and former
employees of the Debtors that are members of the class will have:
(a) an aggregate allowed $5 million general unsecured claim
against SCI in the bankruptcy case in respect of all of the
claims alleged in the Complaint that arose prior to January 28,
2009; and (b) an aggregate allowed $1.2 million claim against SCI
in respect of all of the claims alleged in the Complaint that
arose on and after January 28, 2009 through the date of final
approval of the settlement by the Bankruptcy Court.  The
settlement remains subject to final documentation, and will
further require (i) preliminary approval by the Bankruptcy Court,
(ii) notice to the current and former employees covered by the
Complaint of their right to object to the settlement or be
excluded therefrom, and (iii) final approval by the Bankruptcy
Court.

A full-text copy of the Amended Plan is available for free at:

       http://bankrupt.com/misc/SCI_PlanJune15.pdf

A blacklined version of the Amended Plan is available for free
at http://bankrupt.com/misc/SCI_PlanBlackJune15.pdf

A full-text copy of the Disclosure Statement explaining the First
Amended Plan is available for free at:

       http://bankrupt.com/misc/SCI_DSJune1.pdf

A blacklined version of the Disclosure Statement explaining the
First Amended Plan is available for free at:

       http://bankrupt.com/misc/SCI_BlackDSJune15.pdf

                     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: Proposes to Reject Option Agreement With UAIC
--------------------------------------------------------------
Debtor Station Casinos, Inc., seeks the Court's authority to
reject an Option, Purchase and Sale Agreement and Joint Escrow
Instructions, dated June 19, 2007, with the United Auburn Indian
Community.

The Debtor seeks to reject an option to purchase a real property
located in unincorporated Placer County, California, from the
UAIC for $7,100,812 because, according to the Debtor, the market
value of the Real Property has dropped dramatically since the
Option Agreement was executed.

Robert C. Shenfeld, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
in Los Angeles, California, tells the Court that according to an
independent appraisal of the Real Property prepared on March 15,
2010, the market value of the Real Property is approximately
$2,830,000 and thus the option has no economic value to the
Debtor's estate.

The Debtor sold, on June 29, 2007, the Real Property to the UAIC
for $7,100,812.  The UAIC purchased the Real Property to use as
overflow parking for the casino it owns and operates, Thunder
Valley Casino, and for staging for the construction of an
expansion of Thunder Valley Casino.  The Real Property is located
across Athens Avenue from Thunder Valley Casino.

At the time of the sale to the UAIC, the Debtor's subsidiary,
Station California, LLC, was managing Thunder Valley Casino for
the UAIC pursuant to a Management Agreement.  Because the
Management Agreement was extant when the Debtor sold the Real
Property to the UAIC, SCI negotiated for and obtained a three-
year option to re-purchase the Real Property at the same price
the UAIC paid.

Under the terms of the Option Agreement, the Debtor has the
option -- but not the obligation -- to purchase the Real Property
at the Option Price prior to December 19, 2010.  If the option is
not exercised and a sale transaction concluded prior to
December 19, 2010, the Option Agreement terminates by its own
terms.

According to Mr. Shenfeld, the Management Agreement expired
pursuant to its terms on June 9, 2010, therefore, Station
California no longer manages Thunder Valley Casino for the UAIC.
As required by the Management Agreement, during its tenure,
Station California assisted the UAIC in selecting a management
team and trained UAIC's employees to manage Thunder Valley
Casino themselves and transitioned the responsibilities of
managing Thunder Valley Casino to UAIC employees.  A management
team selected by the UAIC currently manages Thunder Valley
Casino.

Subsequent to the expiration of the Management Agreement, the
UAIC and Station California entered into a two-week consulting
agreement which provides that Station California will consult
with and advise the UAIC on various operational issues;
including, but not limited to, evaluation of management
personnel, review of gaming, hotel, food and beverage, and spa
operations, review of labor scheduling, and financial analysis.
It commenced on June 10, 2010, and will expire on June 24, 2010.

Station California is currently negotiating with the UAIC to
extend the term of such consulting agreement up to December 31,
2010.  During negotiations related to the consulting agreement,
the UAIC indicated that, in light of the termination of the
Management Agreement, and, notwithstanding the current value of
the Real Property in relation to the Option Price of the Real
Property, the UAIC has conditioned the extension of the
consulting agreement upon the Debtor's rejection of the Option
Agreement.  The UAIC wants the Option Agreement rejected in order
to obtain certainty as to the UAIC's future ownership of the Real
Property.

In response to the UAIC's request, the Debtor's management, after
due consideration, determined that is unlikely that SCI will
exercise the option before it expires on its own terms on
December 19, 2010.  Mr. Shenfeld says the Debtor's determination
was based on the Appraisal, which indicates that the Option Price
exceeds the current market value of the Real Property by almost
$5,000,000, and the Debtor's review of that appraisal with a
representative of CB Richard Ellis, with knowledge of the Placer
County real estate market, who agreed with the valuation of the
Real Property set forth in the Appraisal.

The Debtor's determination was also based on its current status
as a debtor-in-possession in the midst of a sale of substantially
all of its assets in a public auction, and the Debtor's
management's knowledge of the depressed real property re-sale
conditions in the area surrounding Thunder Valley Casino.

In a separate declaration in support of the motion, Scott
Nielson, executive vice-president and chief development officer
of Station Casinos, Inc., maintains that the rejection of the
Option Agreement is appropriate, warranted and in the best
interest of the Debtor's estates and creditors.

                     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: Parties Object to Stay of Auction
--------------------------------------------------
The Official Committee of Unsecured Creditors in Station Casinos
Inc.'s cases asks the U.S. Bankruptcy Court for the District of
Nevada for a stay pending its appeal of the order establishing the
bidding procedures and deadlines relating to sale process for
substantially all of the assets of Station Casinos, Inc., and
certain "Opco" subsidiaries.

The Committee tells the Court that it is confident that it will
be able to meet its burden and believes that it has a fair chance
of success on the merits of its appeal.  According to the
Committee, the Court had insufficient evidence that the Bidding
Procedures were an exercise by the Debtors of their business
judgment.

"Proceeding with the sale of assets in the face of the
Committee's pending appeal is reasonably likely to cause
substantial injury to the Debtors' creditors," asserts Brett
Axelrod, Esq., at Fox Rothschild LLP, in Las Vegas, Nevada,
counsel for the Committee.  He adds that if the sale is allowed
to proceed under the Bidding Procedures prior to appellate
review, the excluded assets will be transferred from the Debtors'
estates without any valuation or market test, which will
irreparably harm the Debtors' creditors as they will never be
able to realize maximum value for the Debtors' assets.

                         Parties Object

Station Casinos, Inc., and its debtor affiliates, Deutsche Bank
Trust Company of America, and Debtor FCP PropCo, LLC, oppose the
Committee's motion for stay pending appeal:

(a) Debtors

The Debtors assert that the appeal is premature.  According to
the Debtors, it is well-established that bidding procedures
orders or similar sale orders are interlocutory in nature and not
subject to immediate appeal.  The Debtors maintain that even if
the Bidding Procedures Order were final and appealable, the
Committee has failed to fulfill its burden of proving that the
"extraordinary remedy" of a discretionary stay is necessary.

"A stay of the Bidding Procedures . . . would result in the
potential for a substantial destruction of value for the OpCo
estates and its creditor constituencies," argues Thomas R.
Kreller, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in Los
Angeles, California -- tkreller@milbank.com -- counsel for the
Debtors.

Mr. Kreller adds that any delay will place in substantial
jeopardy the $772 million OpCo stalking horse bid -- a bid that
provides an 87% recovery to OpCo's Secured Lenders and protects
OpCo from the enormous downside risk of a naked auction.

(b) Deutsche Bank

Deutsche Bank, as administrative agent for the prepetition senior
secured lenders, avers that a stay could threaten the continued
existence of the agreements that have been negotiated, including
the Stalking Horse Bid, and the potential unwinding of the
agreements and transactions contemplated in the Bidding
Procedures Order would have severe consequences for the Opco
estates.

In support of the Administrative Agent's response, Jason S.
Friedman, an associate of Simpson Thacher & Bartlett LLP,
delivered to the Court documents containing budget as prepared by
SCI to the Interim Order dated July 31, 2009, a full-text copy of
which is available for free at:

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

Bank of Scotland, plc, a lender and a member of the Steering
Committee, submitted to the Court a joinder to Deutsche Bank's
response.  Bank of Scotland relates that it holds approximately
$100 million of the aggregate outstanding principal indebtedness
under the Opco Loan Agreement, representing over 11% of the OpCo
Lender claims, but holds no claims against or interests in the
PropCo Debtors.

(c) FCP PropCo

Debtor FCP PropCo, LLC, asserts that the Committee's request for
a stay pending the appeal of the Court's Bid Procedures Order
must be denied because the Committee fails to establish any one
of the four requirements necessary to obtain a stay pending
appeal pursuant to Rule 8005 of the Federal Rules of Bankruptcy
Procedure.  The Debtor adds that a stay pending an appeal is an
extraordinary remedy that carries a heavy burden to establish --
from which the Committee falls far short.

The Debtor asks the Court to deny the Motion because the
Committee has failed to:

  -- establish the appeal's likelihood of success, on either
     procedural or substantive grounds;

  -- establish that it would suffer irreparable harm;

  -- establish that the requested stay would not substantially
     harm the Debtors; and

  -- show that a stay would further the public interest.

In the alternative, the Court must require the Committee to post
a bond to secure the Debtors against harm caused by the stay, the
Debtor adds.

                        Committee's Appeal

The Creditors Committee, through its appeal, wants the U.S.
Bankruptcy Court for the District of Nevada to determine whether
the Bankruptcy Court erred:

(1) by approving Bidding Procedures that fail to either
     establish the actual value of the Excluded Assets or
     subject those assets to a market test by including
     them in the auction;

(2) by approving Bidding Procedures that provide for only a $35
     million credit to third party purchasers for the Excluded
     Assets, and in approving an insider Stalking Horse Bid that
     requires transfer of the Excluded Assets, without any
     competent evidence with respect to the value of those
     assets and despite admissions by the Debtors and their
     lenders that the Excluded Assets are worth in excess of
     $35 million, precluding the Debtors' estates from receiving
     maximum value for the Excluded Assets;

(3) by approving Bidding Procedures that incorporate a
     purported resolution of a put right held by an insider who
     is the landlord under Texas Station, LLC's ground lease
     when that resolution was not proper before the Bankruptcy
     Court, was tainted by insider dealing, and provides a
     $75 million advantage for the Stalking Horse Bidder over
     potential third party bidders, thus tainting the auction
     process and chilling the bidding;

(4) by approving Bidding Procedures when the Debtors breached
     their duties by failing to conduct any reasonable analysis
     of the ability to eliminate the put right relating to Texas
     Station, LLC's ground lease in its entirety, thus
     discouraging potential third party bidders and chilling the
     bidding;

(5) by approving Bidding Procedures that will result in an
     auction process that is illusory because the Stalking
     Horse Bid is tainted by insider dealing and is highly
     conditional given that the Stalking Horse Bidder does not
     have to meet all of the conditions imposed by the Bidding
     Procedures on other third party bidders seeking to become
     Qualified Bidders, tainting the auction process as
     benefiting an insider bid;

(6) in approving Bidding Procedures that do not meet applicable
     statutory standards for that approval;

(7) in not applying a heightened scrutiny standard in
     approving Bidding Procedures that incorporate an insider
     Stalking Horse Bid where insiders of the Stalking Horse
     Bidder also participated as officers and directors of the
     Debtors throughout the process for selecting the Stalking
     Horse Bid and where other conflicts also affected the
     process in which the Stalking Horse Bid was selected; and

(8) in placing evidentiary weight on the report of Alvarez and
     Marsal North America, LLC in approving the Bidding
     Procedures without a sufficient record for treating the
     report as admissible evidence for purposes of valuing the
     Excluded Assets.

In a separate filing, Mary A. Schott, the clerk of the Bankruptcy
Court, notifies parties-in-interest that the appeal has been
referred to the U.S. District Court for the Appellant has filed
an election for hearing before the U.S. District Court.

The Committee has indicated that it elects to have the appeal be
heard by the District Court rather than by the U.S. Bankruptcy
Appellate Panel for the Ninth Circuit.

                     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)


SUMMER REGIONAL: Can Sell Assets to LifePoint for $145 Million
--------------------------------------------------------------
April Wortham, staff writer of Business Journal of Nashville,
reports that a federal bankruptcy judge approved the sale of
Summer Regional Health Systems and Summer Regional Medical Center
to LifePoint Hospitals Inc. for $145 million.

Summer County, according to the report, can attempt to collect its
disputed assets after the sale closes.  The proposed sale, which
has already received antitrust clearance from the Federal Trade
Commission, is still under review by the state Attorney General's
Office, she notes.

                       About Sumner Regional

Summer Regional Health Systems Inc. operates a hospital system
with four hospitals in north-central Tennessee and its flagship in
Gallatin.

Sumner Regional Health Systems, Inc. -- dba Sumner Regional
Medical Center, SRHS Professional Services, Sumner Station, Sumner
In-Patient Rehabilitation Unit, Westmoreland Pharmacy, Imaging for
Women at Sumner Station, Diagnostic Center at Sumner Station,
Outpatient Rehab Services at Sumner Station, The Fitness Center at
Sumner Station, Sumner Crossroads, and Executive House Apartments
-- filed for Chapter 11 bankruptcy protection on April 30, 2010
(Bankr. M.D. Tenn. Case No. 10-04766).  Robert A. Guy, Esq., at
Frost Brown Todd LLC, assists the Company in its restructuring
effort.  The Company estimated its assets and debts at
$100,000,001 to $500,000,000.


TARRAGON CORP: Court Approves Amended Reorganization Plan
---------------------------------------------------------
Tarragon Corp. won approval Friday for its Chapter 11 plan, which
calls for the real estate developer to shed some assets but
preserves a group of investment properties that will remain a
viable operating enterprise owned by creditors and Tarragon
management, Bankruptcy Law360 reports.

Law360 says Judge Donald Steckroth of the U.S. Bankruptcy Court
for the District of New Jersey signed off on an order confirming
Tarragon's second amended reorganization plan.

                    About Tarragon Corporation

Based in New York City, Tarragon Corporation (NasdaqGS:TARR) --
http://www.tarragoncorp.com/-- is a leading developer of
multifamily housing for rent and for sale.  Tarragon's operations
are concentrated in the Northeast, Florida, Texas, and Tennessee.
Tarragon and its affiliates filed for Chapter 11 protection on
January 12, 2009 (Bankr. D. N.J. Case No. 09-10555).  The Hon.
Donald H. Steckroth presides over the case.

Michael D. Sirota, Esq., Warren A. Usatine, Esq., and Felice R.
Yudkin, Esq., at Cole Schotz Meisel Forman & Leonard, P.A.
represent the Debtor as bankruptcy counsel.


TEXAS RANGERS: Unsecureds Now to Recover 100% Plus Interest
-----------------------------------------------------------
Texas Rangers Baseball Partners filed with the U.S. Bankruptcy
Court for the Northern District of Texas a Disclosure Statement
explaining the proposed Prepackaged Reorganization Plan, amended
as of June 17, 2010.

As reported in the Troubled Company Reporter on June 17,
Bill Rochelle at Bloomberg News reported that the official
committee of unsecured creditors for Texas Rangers Baseball
Partners said in a June 11 court filing that the proposed
Chapter 11 plan must be amended to give unsecured creditors
interest on their claims plus the right to sue in any court if
they are shortchanged.  Without the changes, the Committee says
that unsecured creditors are impaired and entitled to vote on the
Plan.

According to the amended Disclosure Statement, the Plan provides
for the sale of substantially all of the assets of TRBP -
including the Texas Rangers Major League Baseball Club - to
Rangers Baseball Express LLC, an entity controlled by Chuck
Greenberg and Nolan Ryan, through the Prepackaged Plan.

As a result of the sale, all creditors of TRBP will receive
payment in full of all of their allowed claims.  Most claims will
be assumed by the purchaser.  Claims that are not assumed by the
purchaser will be paid in full by TRBP from the proceeds of the
sale, including the $75 million of obligations under the HSG
Credit Agreement guaranteed by TRBP.

TRBP is seeking Bankruptcy Court confirmation of the Prepackaged
Plan on July 9 and hopes to consummate the sale by mid-summer.

Under the amended Plan, Class 7 - Assumed General Unsecured Claims
- will include postpetition interest at a rate specified by the
Bankruptcy Court as the rate applicable by contract, statute, or
otherwise or the federal judgment rate, and any other fees or
charges due and owing under the terms of the holder's contract or
agreement or under applicable law.

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


TLC VISION: Medical Management Appeals Confirmation Order
---------------------------------------------------------
Bankruptcy Law360 reports that Medical Management Affiliates Inc.
has appealed a bankruptcy judge's recent confirmation of TLC
Vision Corp.'s reorganization plan, claiming a key provision will
strip it of its rights to convert all or part of its membership
units into cash because the reorganized eye care company will no
longer be publicly traded.

MMA -- which is a party to an executory contract with TLC Vision
and its TLC Michigan LLC unit -- lodged an official notice of
appeal Thursday, according to Law360.

Based in Chesterfield, Mo., TLC Vision Corporation
-- http://www.tlcvision.com/-- is North America's premier eye
care services company, providing eye doctors with the tools and
technologies needed to deliver high-quality patient care.  Through
its centers' management, technology access service models,
extensive optometric relationships, direct to consumer advertising
and managed care contracting strength, TLC Vision maintains
leading positions in Refractive, Cataract and Eye Care markets.

TLC Vision Corporation and two of its wholly owned subsidiaries,
TLC Vision (USA) Corporation, and TLC Management Services, Inc.
filed petitions for Chapter 11 on Dec. 21, 2009 (Bankr. D. Del.
Case No. 09-14473).  The petition says assets and debts are
$100 million to $500 million.

The Company's lead U.S. restructuring counsel is the law firm of
Proskauer Rose LLP and Canadian restructuring counsel is the law
firm of Torys LLP.  The Company's financial advisor is Conway Del
Genio Gries & Co., LLC.  Epiq Bankruptcy Solutions is claims and
notice agent.

As reported in the Troubled Company Reporter on May 21, 2010,
TLC Vision (USA) Corporation officially emerged from Chapter 11 as
a newly reorganized private company.


TOP SHIPS: Deloitte Hadjipavlou Raises Going Concern Doubt
----------------------------------------------------------
Top Ships Inc. filed June 18, 2010, its annual report on Form 20-F
for the year ended December 31, 2009.

Deloitte, Hadjipavlou, Sofianos, & Cambanis S.A., in Athens,
Greece, expressed substantial doubt about the Company's ability to
continue as a going concern after auditing the Company's financial
statements for the year ended December 31, 2009.  The independent
auditors noted that of the Company's inability to comply with
financial covenants under its current loan agreements as of
December 31, 2009, and its negative working capital position.

The Company reported a net loss of $50.2 million on $108.0 million
of revenue for 2009, compared with net income of $25.6 million on
$257.4 million of revenue for 2008.

The Company's balance sheet as of December 31, 2009, showed
$675.1 million in assets, $427.9 million of liabilities, and
$247.2 million of stockholders' equity.

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

               http://researcharchives.com/t/s?6516

Headquartered in Maroussi, Greece, Top Ships Inc. (Nasdaq GS:TOPS)
-- http://www.topships.org/-- is a a provider of international
seaborne transportation services, carrying petroleum products,
crude oil for the oil industry and drybulk commodities for the
steel, electric utility, construction and agriculture-food
industries.  As of June 18, 2010, the Company's fleet consists of
thirteen owned vessels (eight tankers and five drybulk vessels).


TOP SHIPS: Reports $884,000 Net Income in Q1 Ended March 31
-----------------------------------------------------------
Top Ships Inc. reported net income of $884,000 on $23.1 million of
revenue for the three months ended March 31, 2010, compared with
net income of $1.4 million on $29.8 million of revenue for the
same period of 2009.

The Company's balance sheet at March 31, 2010, showed
$664.0 million in assets, $415.5 million in liabilities, and
$248.5 million of stockholders' equity.

Deloitte, Hadjipavlou, Sofianos, & Cambanis S.A., in Athens,
Greece, expressed substantial doubt about the Company's ability to
continue as a going concern after auditing the Company's financial
statements for the year ended December 31, 2009.  The independent
auditors noted that of the Company's inability to comply with
financial covenants under its current loan agreements as of
December 31, 2009, and its negative working capital position.

As of March 31, 2010, the Company had total indebtedness under
senior secured and unsecured credit facilities with its lenders of
$392.7 million (excluding unamortized deferred financing fees of
$4.8 million) with maturity dates from 2010 through 2019.

As of March 31, 2010, the Company had no non-restricted cash.

As of March 31, 2010, the Company was in breach of loan covenants
relating to Earnings Before Interest, Taxes, Depreciation and
Amortization (EBITDA), overall cash position (minimum liquidity
covenants and minimum operating accounts balance), adjusted net
worth, net asset value and asset cover of product tankers with
certain banks not previously waived.  As a result of these
covenant breaches with all of its banks, the Company classified
all of its debt and financial instruments as current.  The amount
of long-term debt and financial instruments that have been
reclassified and presented together with current liabilities
amounts to $339.8 million and $9.8 million, respectively.

A full-text copy of the Form 6-K filing is available for free at:

               http://researcharchives.com/t/s?6517

Headquartered in Maroussi, Greece, Top Ships Inc. (Nasdaq GS:TOPS)
-- http://www.topships.org/-- is a a provider of international
seaborne transportation services, carrying petroleum products,
crude oil for the oil industry and drybulk commodities for the
steel, electric utility, construction and agriculture-food
industries.  As of June 18, 2010, the Company's fleet consists of
thirteen owned vessels (eight tankers and five drybulk vessels).


TRICO MARINE: Inks Support Agreement & Commitment Letter
--------------------------------------------------------
Trico Marine Services Inc., Trico Shipping AS, subsidiaries of
Trico Shipping that guarantee its 11.875% senior secured notes due
2014 and certain holders of a majority of the outstanding
principal amount of the Shipping Notes, entered into a Support
Agreement.

Until the Support Agreement has been terminated, each Consenting
Holder agrees to:

   i) use commercially reasonable efforts to cause its consent
      to be tendered to the trustee under the Shipping Indenture
      promptly upon its receipt of the statement relating to the
      Consent Solicitation and related material in accordance with
      the Consent Solicitation Statement, and

  ii) not revoke the consent.

Each Consenting Holder also agreed not to pursue any right or
remedy against the Company under applicable law, the Shipping
Notes or the Shipping Indenture or to initiate, or have initiated
on its behalf, any litigation or proceedings of any kind with
respect to the Shipping Notes, other than to enforce the Support
Agreement.

If the Consenting Holders have not breached the Support Agreement
and the Proposed Amendments fail to become operative on or prior
to July 1, 2010, then the Company, Trico Shipping and the
Guarantors, jointly and severally, agreed to pay a forbearance fee
of $5.00 per $1,000 principal amount of Shipping Notes held or
beneficially owned by the Consenting Holders, on or before
July 31, 2010.

Notwithstanding the foregoing, if the supplemental indenture
containing the Proposed Amendments becomes operative and the
Consenting Holders receive the consent payment or become entitled
to receive the consent payment, such Consenting Holders will not
be entitled to receive the forbearance fee provided for in the
Support Agreement.

On June 16, 2010, Trico Shipping entered into a commitment letter
dated as of June 16, 2010, with certain holders of the Shipping
Notes.  Pursuant to the Commitment Letter, the Financing Parties
committed, subject to various conditions, including the
negotiation of acceptable documentation, to purchase additional
Shipping Notes under the Shipping Indenture up to an aggregate
principal amount of $50 million. The Commitment Letter obligates
the Company to pay:

   i) a commitment fee in an amount equal to 2.0% of the aggregate
      commitment, and

  ii) a closing fee in an amount equal to 2.0% of the aggregate
      commitment, as well as certain expenses.

The commitment expires if the Additional Notes are not issued on
or before 5:00 PM EST on July 7, 2010, subject to the satisfaction
of all closing conditions thereto.

The Additional Notes, if issued, would accrue interest at a rate
of 15% per annum.  Interest on such Additional Notes would be
payable semi-annually in cash in arrears on each May 1 and
November 1, commencing on November 1, 2010.  The Additional Notes
would mature on November 1, 2014.

                         About Trico Marine

Woodlands, Texas-based Trico Marine Services is a provider of
support vessels for the offshore oil and natural-gas industry.
At March 31, 2010, the Company had total assets of $1,013,628,000
against total liabilities of $985,940,000.

Trico Marine has failed to make the $8.0 million interest payment
on $202.8 million in aggregate principle amount of its 8.125%
secured convertible debentures due 2013.  On June 17, 2010, the
30-day grace period permitted under the 8.125% Indenture expired,
triggering an Event of Default.

The Troubled Company Reporter on June 16, 2010, said Trico Marine
has signed a revised loan agreement on June 11 requiring the
company to file under Chapter 11 no later than Sept. 8.  The
agreement with affiliates Tennenbaum Capital Partners LLC provides
for converting the existing $25 million revolving credit
commitment into a $25 million term loan commitment.  Nordea Bank
Finland plc, New York Branch, as collateral agent, Obsidian Agency
Services, Inc., as administrative agent, also signed the
agreement.

As reported by the TCR on June 15, 2010, Trico said that it and
Evercore Partners are in discussions with various potential
lenders and some of the Company's existing debtholders regarding
obtaining additional financing in connection with a possible
proceeding under Chapter 11 of the Bankruptcy Code.


TRICO MARINE: S&P Downgrades Corporate Credit Rating to 'D'
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
ratings on Woodlands, Texas-based Trico Marine Services Inc. and
its indirect foreign subsidiary, Trico Supply AS, to 'D' from
'CC'.

At the same time, S&P lowered the issue-level ratings on indirect
foreign subsidiary Trico Shipping AS's $400 million 11.875% senior
secured notes to 'D' from 'CCC-'.  The recovery rating remains
'2', indicating expectations of substantial (70% to 90%) recovery
in the event of a payment default.  S&P also lowered the issue-
level rating on Trico Marine's 8.125% second-lien convertible
debentures to 'D' from 'C'; the recovery rating remains '5',
indicating expectations of modest (10% to 30%) recovery.
Likewise, S&P lowered the issue-level rating on Trico Marine's 3%
unsecured convertible debentures to 'D' from 'C'; the recovery
rating remains '6', indicating expectations of negligible (0% to
10%) recovery.

"The ratings actions follow the recent announcement by Trico
Marine that the 30-day grace period for the $8 million interest
payment originally due May 15, 2010, on the 8.125% second-lien
convertible debentures expired without payment," said Standard &
Poor's credit analyst Patrick Y.  Lee.  Following Trico Marine's
failure to make the interest payment on May 15, 2010, the company
had until June 17, 2010, to make payment without triggering an
event of default under the terms of the indenture.

Given the interrelated nature of the relationship between Trico
Marine and Trico Supply, S&P links the corporate credit ratings of
the two entities together and assign Trico Supply the same
corporate credit rating as Trico Marine.


TRONOX INC: To Extend DIP Financing Until September 24
------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Tronox Inc. is
requesting approval from the bankruptcy judge to extend its
$425 million DIP financing until Sept. 24 from June 24.  The
hearing will be held June 24.  Although Tronox is trying to broker
a consensual reorganization plan, it's taking longer than
expected, the Company said.

                        About Tronox Inc.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr.
S.D.N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders have been appointed in the
cases.  The Creditors Committee has retained Paul, Weiss, Rifkind,
Wharton & Garrison LLP as counsel.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of class
B common stock.

Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRUE NORTH: Posts $3.6 Million Net Loss for Q1 2010
---------------------------------------------------
True North Finance Corporation filed its quarterly report on Form
10-Q, reporting a net loss of $3.6 million on $2,981 of revenue
for the three months ended March 31, 2010, compared with zero
income and zero revenue for the same period a year ago.

The Company's balance sheet as of March 31, 2010, showed
$48.6 million in assets and $85.7 million of liabilities, for a
stockholders' deficit of $37.0 million.

"The Company's ability to continue as a going concern is
contingent upon its ability to obtain the capital necessary to
attain profitable operations, devising a management plan to
develop a profitable operation and lowering the level of problem
assets to an acceptable level and meeting current working capital
requirements."

As reported in the Troubled Company Reporter on June 2, 2010,
L.L. Bradford & Company, LLC, in Las Vegas, expressed substantial
doubt about the Company's ability to continue as a going concern
after auditing the Company's financial statements for the year
ended December 31, 2009.  The independent auditors noted that the
Company has incurred recurring losses and its current liabilities
exceed its current assets.

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

               http://researcharchives.com/t/s?6518

                         About True North

True North Finance Corporation -- http://www.truenorthfinance.com/
-- was formerly known as CS Financing Corporation.  On June 22,
2009, CS Financing Corporation changed its name to True North
Finance Corp.  The Company is a specialty finance company whose
mission is to ethically source, safe, quality investments, by
utilizing custom finance structures, performing extensive due
diligence and maintaining a broad referral network.  After much
consideration, the Company has elected to pursue its mission by
creating numerous new "investment pods" which will be individually
managed and initially focus on real estate finance, distressed
sellers, bridge finance and trade finance.  The primarily
objective of these investment pods is to source and service
investments that provide current yields between 400 to 800 basis
points above the Company's cost of funds.


UAL CORP: Local Governments, et al., Support Merger
---------------------------------------------------
UAL Corp.'s United Air Lines and Continental Airlines disclosed
last week they have received broad support from local governments,
civic and other various organizations and airport directors for
their proposed merger.  A list of those who publicly gave their
support to the merger is available at no charge at:

                http://ResearchArchives.com/t/s?650a

On June 15, Jeffery Smisek, Continental's Chairman, President and
Chief Executive Officer, and Zane Rowe, Continental's Executive
Vice President and Chief Financial Officer, made a presentation at
the Bank of America Merrill Lynch 2010 Global Transportation
Conference.

A full-text copy of the presentation is available at no charge
at http://ResearchArchives.com/t/s?6521

A full-text copy of the transcript of the presentation
by Messrs. Smisek and Rowe is available at no charge
at http://ResearchArchives.com/t/s?6522

Kathryn A. Mikells, Executive Vice President and Chief Financial
Officer of UAL Corporation and United Air Lines, Inc., also spoke
at the Bank of America Merrill Lynch Global Transportation
Conference.  A full-text copy of the presentation is available at
no charge at http://ResearchArchives.com/t/s?6508

                        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.


UAL CORP: Testifies, With Continental, Before House Panel
---------------------------------------------------------
UAL Corp.'s Glenn Tilton and Continental Airlines' Jeff Smisek
testified on June 16 before two U.S. House subcommittees about the
benefits of the merger for employees, customers, shareholders and
the communities both United and Continental serve.  Also
testifying before the House Transportation and Infrastructure and
Judiciary committees were representatives from labor unions and
witnesses representing different points of view on anti-trust
issues and industry competition.

Messrs. Tilton and Smisek both discussed the challenges the
industry faces and its chronic inability to cover its costs.  They
explained that the merger is one step the two companies can take
toward achieving sustained profitability.

"We must create economic sustainability through the business
cycle, and to that end our objective at United has been consistent
-- to put our company on a path to sustained profitability," Mr.
Tilton said.  "Our proposed merger is a logical and essential step
toward our objective of sustained profitability."

Representatives from the IAM, AFA, and ALPA, the pilots' union for
both airlines, testified.  ALPA representatives said the merger
represents an opportunity for both airlines.

"United and Continental managements now stand at the threshold of
what could be a great airline, one that sees sustainable profits
and will also provide unmatched service to our customers," said
Captain Wendy Morse, chairman of United's ALPA master executive
council, in her written testimony to the committees.  "The
proposed merger between United and Continental represents not only
an opportunity for both airlines, but a possible sea-change in the
economic direction and customer satisfaction for the airline
industry.  How this merger is handled will determine whether it is
change for the better."

Rep. James Oberstar, chairman of the Transportation and
Infrastructure Committee, suggested the proposed merger would
reduce competition, which he believes is counter to the intention
of Congress in legislating for a deregulated market.

Others on the committee spoke in favor of the merger and entered
into the record hundreds of letters of support from the
communities they represent.

Rep. Frank LoBiondo, a New Jersey Republican, said the merger will
strengthen both United and Continental and help reduce job losses.
"Do we want to see our employees go by the wayside?" he asked.

William Swelbar, research engineer for the MIT International
Center for Air Transportation, testified that the proposed merger
would enable United and Continental to better compete both
domestically and globally.

"The network carrier model of the 1980s and 1990s does not work in
today's environment," Mr. Swelbar testified. "Consolidation is a
logical step to position airlines in a highly fragmented domestic
and global industry to better weather the financial challenges
that have caused years of economic pain for many stakeholders and
a rising tide of red ink."

Both Messrs. Tilton and Smisek returned to testify before the
Senate Commerce, Science and Transportation Committee on June 17.

                           *     *     *

Mr. Smisek, in his "Jeff's Journal" in the Continental Airlines
Intranet Web site on June 17, 2010, said the Integration
Management Office issued a bulletin to co-workers that outlines
the teams and leaders that will be working on the integration
process.

Mr. Smisek on Wednesday joined Mr. Tilton in Washington, D.C., to
testify at two House of Representatives committee hearings: the
House Committee on Transportation and Infrastructure's
Subcommittee on Aviation, and the House Committee on the
Judiciary.  Mr. Smisek said in terms of the service levels, it
will be a joint management team of Continental and United.  "We
intend to inculcate at the combined carrier a culture of dignity
and respect, and direct, open and honest communication -- what we
call 'Working Together' at Continental.  And we have proven at
Continental over the past 15 years that works.  That generates
great customer service.  What you will find, Congressman, over
time, is this carrier is going to have a great product, great
service, brought to you by employees who are very proud to work at
the new, combined United.  And I think you will be very satisfied
with the product after we've merged, after we've integrated these
two carriers. But that will take some time. Getting a single
operating certificate will take, you know, 14-16 months. But when
we've got these two carriers integrated, I am confident that we
are going to have a great carrier that will deliver great
service."

                        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.


VISTEON CORP: Receives Approval of Plan Financing
-------------------------------------------------
Bill Rochelle at Bloomberg News reports that Visteon Corp. won
approval from the bankruptcy judge for an agreement where
bondholders will raise $1.25 billion cash needed for confirmation
of a reorganization plan.  The judge has scheduled a June 21
hearing on whether he will approve the disclosure statement and
allow creditors to vote on the plan.

                     About Visteon Corp.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The Company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of US$4,561,000,000 and
debts of US$5,311,000,000 as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


WASHINGTON MUTUAL: Stockholders' Meeting Dispute Resent to Del.
---------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that a bankruptcy judge in
Tacoma, Washington, sent back to Delaware a dispute between
stockholders and Washington Mutual Inc. over convening a
shareholders' meeting.

Bloomberg recounts that in April, U.S. Bankruptcy Judge Mary F.
Walrath in Delaware allowed shareholders of the bank holding
company to file suit to compel holding a meeting.  The
shareholders oppose WaMu's Chapter 11 plan and the global
settlement it includes.  Presumably, they would elect a new slate
of directors who could abandon the plan and settlement.

Bloomberg continues that with Judge Walrath's permission,
shareholders sued in Washington state court to compel the meeting.
WaMu responded by having the suit removed to U.S. district court
in Washington where the case was then referred to a bankruptcy
judge.

According to Bill Rochelle, in a courtroom ruling June 17, the
Washington bankruptcy judge granted WaMu's motion and transferred
the case to Judge Walrath, court records show.  Significantly, the
Washington judge did not decide a motion the shareholders made to
remand the case to the Washington state court.  With the remand
motion undecided, Walrath conceivably could send the dispute back
to state court on the theory that it's governed by state law.  Or,
WaMu could ask Judge Walrath to put the suit on hold because she's
close to approving a disclosure statement and allowing creditors
to vote on the reorganization plan.

At a hearing June 17, Judge Walrath was to decide a separate
motion by shareholders seeking appointment of an examiner to
investigate the merits of the proposed settlement with the Federal
Deposit Insurance Corp. and JPMorgan Chase & Co. Walrath put off
the hearing while the parties discuss documents to turn over to
the shareholders.  Judge Walrath also postponed a hearing for
approval of the disclosure statement until July 8.

                      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).


WOLF CREEK: Section 341(a) Meeting Scheduled for July 8
-------------------------------------------------------
The U.S. Trustee for Region 19 will convene a meeting of Wolf
Creek Properties, LC's creditors on July 8, 2010, at 10:00 a.m.
The meeting will be held at 405 South Main Street, Suite 250, Salt
Lake City, UT 84111.

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.

Eden, Utah-based Wolf Creek Properties, LC, filed for Chapter 11
bankruptcy protection on June 9, 2010 (Bankr. D. Utah Case No. 10-
27816).  Blake D. Miller, Esq., at Miller Guymon, PC, assists the
Company in its restructuring effort.  The Company estimated its
assets and debts at $10,000,001 to $50,000,000.


WOLF CREEK: Taps Miller Guymon as Bankruptcy Counsel
----------------------------------------------------
Wolf Creek Properties, LC, has sought permission from the U.S.
Bankruptcy Court for the District of Utah to employ Miller Guymon,
P.C., as bankruptcy counsel.

MG will, among other things:

     a. take necessary actions to protect and preserve the estate
        of the Debtor, including prosecution of actions on the
        Debtor's behalf, the defense of actions commenced against
        the Debtor, negotiation of disputes in which the Debtor is
        involved, and the preparation of objections to claims
        filed against the estate;

     b. assist in preparing motions, applications, answers,
        orders, reports, and papers in connection with the
        administration of the Debtor's estate;

     c. assist in presenting the Debtor's proposed plan of
        reorganization and related transactions and any related
        revisions, amendments, etc.; and

     d. perform other necessary legal services in connection with
        the Chapter 11 case.

MG has received a retainer in the amount of $44,268.12, which the
firm will hold in its retainer trust account and not use to pay
any fees or costs until after receiving approval from the Court
through the customary fee application process.

Blake D. Miller, a shareholder of MG, assures the Court that the
firm is "disinterested" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Eden, Utah-based Wolf Creek Properties, LC, filed for Chapter 11
bankruptcy protection on June 9, 2010 (Bankr. D. Utah Case No. 10-
27816).  The Company estimated its assets and debts at $10,000,001
to $50,000,000.


WOLF CREEK: Wants Jeffrey Heilbrun as Chief Restructuring Officer
-----------------------------------------------------------------
Wolf Creek Properties, LC, has asked for authorization from the
U.S. Bankruptcy Court for the District of Utah to employ Jeffrey
M. Heilbrun as chief restructuring officer.

Mr. Helbrun will:

     a. consult and assist with the development and performance of
        the Debtor's restructuring plans;

     b. assist the Debtor in its duties as a Chapter 11 debtor;

     c. provide information to creditors, the U.S. Trustee, and
        the Court;

     d. provide testimony as required; and

     e. interface with the Debtor's counsel and perform other
        duties consistent with those of a chief restructuring
        officer as prescribed by the Debtor's board of managers.

Mr. Heilbrun will be paid $125 per hour for his services.

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

Eden, Utah-based Wolf Creek Properties, LC, filed for Chapter 11
bankruptcy protection on June 9, 2010 (Bankr. D. Utah Case No. 10-
27816).  Blake D. Miller, Esq., at Miller Guymon, PC, assists the
Company in its restructuring effort.  The Company estimated its
assets and debts at $10,000,001 to $50,000,000.


W.R. GRACE: Has Deal on Munich Re Insurance Coverage Disputes
-------------------------------------------------------------
Pursuant to Rule 9019 of the Federal Rules of Bankruptcy
Procedure, W.R. Grace & Co. and its units ask the Court to approve
an Amended and Restated Asbestos Settlement Agreement they entered
into with Munich Reinsurance America, Inc., formerly known as
American Re-Insurance Company.

Munich Re issued certain policies of insurance that provide, or
are alleged to provide, insurance coverage to Grace and certain
other of the Debtors.

Prior to the Petition Date, Grace and Munich Re entered into an
Asbestos Settlement Agreement dated June 14, 1996. which resolved
disputes between the parties regarding certain asbestos-related
bodily injury claims falling within the products or completed
operations hazards of the Munich Re policies as well as certain
other claims, and provided a mechanism for reimbursement by Munich
Re of those claims.

Pursuant to the 1996 Agreement, Munich Re reimbursed Grace with
respect to certain asbestos-related claims prior to the Petition
Date.  Aggregate policy limits of $8,782,202 remain available
under the 1996 Agreement.  These limits are part of a $30 million
layer of excess insurance that attaches at $20 million for the
period June 30, 1973 to June 30, 1977.

Grace has incurred and may incur in the future certain
liabilities, expenses and losses arising out of asbestos-related
claims and other claims, for which Grace seeks coverage under the
Munich Re policies.  Disputes have arisen between Grace and Munich
Re regarding their respective rights and obligations under the
insurance policies with respect to coverage for asbestos-related
claims.

The Amended Agreement confers these principal benefits on the
Debtors' estate, among others:

  (a) The benefit of the bargain negotiated by Grace and Munich
      Re in the 1996 Agreement is made available to the Trust
      without the need for litigation to enforce either the
      assignment of the 1996 Agreement by Grace to the Trust or
      the specific terms of the 1996 Agreement.

  (b) The full remaining unexhausted limits of the Munich Re
      policies subject to the 1996 Agreement -- $8,782,202 --
      are made available to reimburse the Trust for payments
      made to Asbestos Personal Injury Claimants, as well as for
      defense costs incurred, if any, with respect to Asbestos
      PI Claims.

  (c) The Amended Agreement incorporates modifications to the
      1996 Agreement enabling the processing and payment of
      claims by the Trust under the Trust Distribution
      Procedures, as defined in the Debtors' First Amended Joint
      Plan of Reorganization, to be compatible with the criteria
      for reimbursement by Munich Re under the 1996 Agreement.

  (d) The Amended Agreement represents a compromise of defenses
      that Munich Re might have with respect to any individual
      Asbestos PT Claim.

Neither the 1996 Agreement nor the Amended Agreement releases
Munich Re from claims that are not within the scope of the
products/completed operations hazards of the insurance policies
subscribed to by Munich Re.

                          About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura

Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on January 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Court Approves December 31 Quarter Fee Applications
---------------------------------------------------------------
Bankruptcy Judge Judith Fitzgerald allowed the fee applications of
these professionals for the period from October 1 through
December 31, 2009:

Professional                                    Fees    Expenses
------------                                    ----    --------
Anderson Kill & Olick, P.C.                 $632,205      $8,688
Janet S. Baer, P.C.                          459,170       8,924
Beveridge & Diamond, P.C.                     37,298         216
Bilzin Sumberg Dunn Baena Price & Axelrod     54,751      33,727
Blackstone Advisory Services L.P.            200,000       3,193
BMC Group                                     69,869      25,274
Campbell & Levine, LLC                        93,591      15,199
Caplin & Drysdale, Chartered                 867,211     146,715
Capstone Advisory Group, LLC                 157,517         809
Casner & Edwards LLP                          42,852      41,671
Charter Oak Financial Consulting LLC          74,236         156
Day Pitney LLP                                23,118           0
Deloitte Tax LLP                              95,054       2,143
Duane Morris LLP                              82,744       4,267
Ferry Joseph & Pearce, P.A.                   72,675       4,651
Foley Hoag LLP                                49,468         246
Holme Roberts & Owen, LLP                      2,526       1,408
Kirkland & Ellis LLP                       3,387,163     959,355
Kramer Levin Naftalis & Frankel LLP           68,306       3,366
Legal Analysis Systems, Inc.                  15,257           0
Lincoln Partners Advisory LLC                 50,000         251
Nelson Mullins Riley & Scarborough LLP           780           0
Ogilvy Renault LLP                         C$160,053     C$1,235
Orrick, Herrington & Scutcliffe LLP        1,091,059      45,541
Pachulski Stang Ziehl & Jones LLP            137,312     138,237
PricewaterhouseCoopers LLP                   719,476      21,725
Protiviti Inc.                                10,080      10,201
Reed Smith LLP                                81,097      17,991
Alan B. Rich                                  65,280       2,541
Alexander M. Sanders, Jr.                     22,995       1,373
Saul Ewing LLP                                60,202         946
Warren H. Smith & Associates, P.C.            46,003         824
Steptoe & Johnson LLP                         25,970         126
Stroock & Stroock & Lavan LLP                617,534      26,074
Towers Perrin Tillinghast                     12,933           0
Tre Angeli LLC                               100,000         288
Venable LLP                                1,179,018     538,269
Woodcock Washburn LLP                         26,818       1,388

The Court's approval of the Fee Applications is based on the
recommendations submitted by Warren H. Smith & Associates, P.C,
acting in its capacity as fee auditor in the Debtors' cases.  The
Fee Auditor's final report was subsequently amended to remove the
fee application of Tre Angeli LLC, which was not filed in
sufficient time to be heard for the Fee Application Period.

Prior to the Court's entry of its Fee Application Order, Warren H.
Smith & Associates, P.C., in its capacity as fee auditor in the
Chapter 11 cases, submitted to the Court a report detailing the
Fee Applications and recommending their revisions or approval.

                          About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura

Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on January 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Names D. Van Inwegen as Construction Products CFO
-------------------------------------------------------------
W.R. Grace & Co. (NYSE: GRA) announced that Dwight H. Van Inwegen
has joined the company as Chief Financial Officer for Grace
Construction Products.

In this role, he has responsibility for the worldwide financial
management activities for Grace Construction Products, an
operating segment of Grace that had revenues of $889.6 million in
2009.

Mr. Van Inwegen will be based at Grace's office in Cambridge,
Massachusetts, and share a reporting relationship to Andrew
Bonham, President of Grace Construction Products and Hudson La
Force, Grace's Senior Vice President and Chief Financial Officer.
He will serve on the Grace Construction Products and Grace Finance
leadership teams.

Most recently, Mr. Van Inwegen was the Chief Financial Officer,
Europe, Middle East and Africa for International Paper, a global
paper and packaging company with about 56,000 employees in more
than 20 countries and net sales of $23 billion in 2009.  His
career with International Paper spanned twenty years, starting as
an auditor and advancing through plant controllerships, and
director level positions in finance and financial planning and
analysis.  Over that time period, he worked at several U.S. and
European locations, including Memphis, Tennessee; Warsaw, Poland
and Brussels, Belgium.

Mr. Van Inwegen graduated from the University of Tennessee
with an honors degree in accounting.  He is a certified public
accountant.  "We are pleased to welcome Dwight to Grace and know
that he will be a significant resource given his impressive
experience in manufacturing operations and finance administration
around the world," said Andrew Bonham.

Grace Construction Products produces specialty construction
chemicals and materials, including concrete admixtures and fibers
used to improve the durability and working properties of concrete;
additives used in cement processing to improve energy efficiency,
enhance the characteristics of finished cement and improve ease of
use; building materials used in commercial and residential
construction and renovation to protect buildings from water, vapor
and air penetration; and fireproofing materials used to protect
buildings in the event of fire.

                          About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura

Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on January 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Names A. Nielsen as Operating Segment Chief Counsel
---------------------------------------------------------------
W.R. Grace & Co. (NYSE: GRA) announced the appointment of
Alexander Nielsen as Chief Counsel for Grace Construction
Products, an operating segment of Grace.

Mr. Nielsen joined Grace in April 2007 as Director of European
Legal Services, based in Waterloo, Belgium.  Prior to that, he
served as Legal Counsel for IBM Central Holding GmbH, based in
Stuttgart, Germany.  He began his legal career with the firm
Freshfields Bruckhaus Deringer in Frankfurt, Germany.
Mr. Nielsen's legal experience is wide ranging, including
commercial agreements, mergers and acquisitions, joint ventures
and general corporate and commercial law matters.

He earned his law degree at the University of Heidelberg in
Germany and holds a Masters of Law from the University of
Illinois.  A native of Germany, Mr. Nielsen is fluent in English
and German and conversant in French, Spanish and Italian.  In his
new role, Mr. Nielsen will provide comprehensive worldwide legal
support to Grace Construction Products, including assistance on
corporate and commercial matters and strategic transactions.  He
will be based in Cambridge, Massachusetts and will report
functionally to Mark Shelnitz, Grace's General Counsel, and
hierarchically to Andrew Bonham, President of Grace Construction
Products.  He will also become the eleventh member of Grace
Construction Products' leadership team.

"Alexander's broad experience and familiarity with multiple legal
systems makes him a perfect fit for Grace Construction Products as
it continues to expand globally," said Mark Shelnitz.  "We are
fortunate to appoint someone of Alexander's professional ability
and look forward to his contributions to the business and the GCP
leadership team."

                          About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura

Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on January 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


ZACHARY MILLER: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Joint Debtors: Zachary Miller
               Jennifer Miller
               10635 Lake Steilacoom Drive SW
               Lakewood, WA 98498

Bankruptcy Case No.: 10-44958

Chapter 11 Petition Date: June 17, 2010

Court: U.S. Bankruptcy Court
       Western District of Washington (Tacoma)

Judge: Brian D. Lynch

Debtor's Counsel: David C. Smith, Esq.
                  Attorney at Law
                  201 St Helens Avenue
                  Tacoma, WA 98402
                  Tel: (253) 272-4777
                  E-mail: assistant@davidsmithlaw.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/wawb10-44958.pdf

The petition was signed by the Joint Debtors.


* Bank Failures This Year Now 83 as Nevada Bank Shut Friday
-----------------------------------------------------------
On June 18, 2010, Nevada Security Bank, Reno, NV (also known as
Silverado Bank, Roseville, CA), was closed by the Nevada Financial
Institutions Division and the Federal Deposit Insurance
Corporation was named Receiver.  No advance notice is given to the
public when a financial institution is closed.

To protect the depositors, the FDIC entered into a purchase and
assumption agreement with Umpqua Bank, Roseburg, Oregon, to assume
all of the deposits of Nevada Security Bank.

The bank is the 83rd FDIC-insured institution to fail in the
nation and third in Nevada this year.

In accordance with Federal law, allowed claims against failed
financial institutions will be paid, after administrative
expenses, in this order of priority:

     1. Depositors
     2. General Unsecured Creditors
     3. Subordinated Debt
     4. Stockholders

                    2010 Failed Banks List

The FDIC was appointed as receiver for the closed banks.  To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with various banks that agreed to assume the
deposits of most of the closed banks.  The FDIC also entered into
loss-share transactions on assets bought by the banks.

For this year, the failed banks are:

                               Loss-Share
                               Transaction Party     FDIC Cost
                  Assets of    Bank That Assumed   to Insurance
                  Closed Bank  Deposits & Bought      Fund
Closed Bank       (millions)   Certain Assets       (millions)
-----------       ----------   --------------      -----------
Nevada Security Bank    $480.3    Umpqua Bank              $80.9
Washington First        $520.9    East West Bank          $158.4
TierOne Bank          $2,800.0    Great Western Bank      $297.8
Arcola Homestead         $17.0    -- None --                $3.2
First National Bank      $60.4    Jefferson Bank           $12.6
Sun West Bank           $360.7    City National Bank       $96.7
Granite Community       $102.9    Tri Counties Bank        $17.3
Bank of Fla- Southeast  $595.3    EverBank                 $71.4
Bank of Fla- Southwest  $559.9    EverBank                 $91.3
Bank of Fla- Tampa Bay  $245.2    EverBank                 $40.3
Pinehurst Bank           $61.2    Coulee Bank               $6.0
Southwest Community      $96.6    Simmons First Nat'l      $29.0
New Liberty Bank        $109.1    Bank of Ann Arbor        $25.0
Satilla Community Bank  $135.7    Ameris Bank              $31.3
Midwest Bank & Trust  $3,170.0    Firstmerit Bank         $216.4
1st Pacific Bank        $335.8    City National Bank       $87.7
Access Bank              $32.0    PrinsBank, Prinsburg      $5.5
Towne Bank of Ariz      $120.2    Commerce Bank            $41.8
The Bank of Bonifay     $242.9    First Federal Bank       $78.7
Frontier Bank         $3,500.0    Union Bank, NA        $1,370.0
BC National Banks        $67.2    Community First          $11.4
Champion Bank           $187.3    BankLiberty              $52.7
CF Bancorp            $1,650.0    First Michigan Bank     $615.3
Westernbank PR       $11,940.0    Banco Popular de PR   $3,310.0
R-G Premier Bank      $5,920.0    Scotiabank de PR      $1,230.0
Eurobank, SJ, PR      $2,560.0    Oriental Bank & Trust   $743.9
Lincoln Park Savings    $199.9    Northbrook Bank          $48.4
Peotone Bank            $130.2    First Midwest            $31.7
Wheatland Bank          $437.2    Wheaton Bank            $133.0
New Century Bank        $485.6    MB Financial            $125.3
Citizens Bank&Trust      $77.3    Republic Bank            $20.9
Broadway Bank         $1,200.0    MB Financial            $394.3
Amcore Bank           $3,800.0    Harris                  $220.3
Lakeside Community       $53.0    People's United          $11.2
Innovative Bank         $268.9    Center Bank              $37.8
City Bank             $1,130.0    Whidbey Island          $323.4
Butler Bank             $233.2    People's United          $22.9
AmericanFirst Bank       $90.5    TD Bank, N.A.            $10.5
First Federal           $393.3    TD Bank, N.A.             $6.0
Riverside National    $3,420.0    TD Bank, N.A.           $491.8
Tamalpais Bank          $628.9    Union Bank, N.A.         $81.1
Beach First National    $585.1    Bank of NC              $130.3
McIntosh Commercial     $362.9    CharterBank, West Point $123.3
Desert Hills Bank       $496.6    New York Community Bank $106.7
Unity National Bank     $292.2    Bank of the Ozarks       $67.2
Key West Bank            $88.0    Centennial Bank          $23.1
State Bank of Aurora     $28.2    Northern State Bank       $4.2
First Lowndes Bank      $137.2    First Citizens Bank      $38.3
Bank of Hiawassee       $377.8    Citizens South Bank     $137.7
Appalachian Community $1,010.0    Community & Southern    $419.3
Advanta Bank Corp.    $1,600.0    - None -                $635.6
Century Security         $96.5    Bank of Upson            $29.9
American National        $70.3    National Bank and Trust  $17.1
The Park Avenue Bank    $520.1    Valley National Bank     $50.7
Statewide Bank          $243.2    Home Bank, Lafayette     $38.1
Old Southern Bank       $315.6    Centennial Bank          $94.6
LibertyPointe Bank      $209.7    Valley National          $24.8
Sun American Bank       $535.7    First-Citizens Bank     $103.8
Waterfield Bank         $155.6    {FDIC Created}           $51.0
Centennial Bank         $215.2    Zions Bank               $96.3
Bank of Illinois        $211.7    Heartland Bank           $53.7
Rainier Pacific Bank    $446.2    Umpqua Bank, Roseburg    $95.2
Carson River Community   $51.1    Heritage Bank of Nevada   $7.9
George Washington       $412.8    FirstMerit Bank         $141.4
La Jolla Bank         $3,600.0    OneWest Bank, FSB       $882.3
The La Coste Nat'l       $53.9    Community National        $3.7
Marco Community Bank    $119.6    Omaha Bank               $38.1
1st American State       $18.2    Community Development     $3.1
First National Bank     $832.6    Community & Southern    $260.4
Florida Community       $875.5    Premier American Bank   $352.6
American Marine Bank    $373.2    Columbia State Bank      $58.9
Marshall Bank, N.A.      $59.9    United Valley Bank        $4.1
First Regional Bank   $2,180.0    First-Citizens Bank     $825.5
Comm. Bank & Trust    $1,210.0    SCBT, N.A.              $354.5
Charter Bank          $1,200.0    Charter, Albuquerque    $201.9
Evergreen Bank          $488.5    Umpqua Bank, Roseburg    $64.2
Columbia River Bank   $1,100.0    Columbia State Bank     $172.5
Bank of Leeton           $20.1    Sunflower Bank            $8.1
Premier American Bank   $350.9    Bond Street subsidiary   $85.0
Town Community           $69.6    Bank First American      $17.8
St. Stephen State        $24.7    First State Bank          $7.2
Barnes Banking          $827.8    {DINB Created}          $271.3
Horizon Bank          $1,400.0    Washington Federal      $539.1

In 2009, there were 140 failed banks, compared with just 25 for
2008.

A complete list of banks that failed since 2000 is available at:

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

               775 Banks Now in FDIC's Problem List

The number of institutions on the Federal Deposit Insurance
Corp.'s "Problem List" rose to 775, up from 702 at the end of
2009. In addition, the total assets of "problem" institutions
increased during the quarter from $403 billion to $431 billion.
These levels are the highest since June 30, 1993, when the number
and assets of "problem" institutions totaled 793 and $467 billion,
respectively, but the increase in the number of problem banks was
the smallest in four quarters.

"Problem" institutions are those institutions with financial,
operational, or managerial weaknesses that threaten their
continued financial viability.  They are rated by the FDIC or
Office of the Thrift Supervision as either a "4" or "5", based on
a scale of 1 to 5 in ascending order of supervisory concern.
The Problem List is not divulged to the public.  No advance notice
is given to the public when a financial institution is closed.

The FDIC says that 41 institutions failed during the first
quarter.  Chairman Bair noted that the vast majority of "problem"
institutions do not fail.

According to the FDIC, its Deposit Insurance Fund (DIF) balance
improved for the first time in two years.  The DIF balance -- the
net worth of the fund -- increased slightly to negative
$20.7 billion, from negative $20.9 billion (unaudited) on
December 31, 2009.  The fund balance reflects a $40.7 billion
contingent loss reserve that has been set aside to cover estimated
losses.  Just as banks reserve for loan losses, the FDIC has to
set aside reserves for anticipated closings.  Combining the fund
balance with this contingent loss reserve shows total DIF reserves
of $20 billion.  Total insured deposits increased by 1.3%
($70.0 billion) during the first quarter.

The FDIC's liquid resources -- cash and marketable securities --
remained strong.  Liquid resources stood at $63 billion at the end
of the first quarter, a decline from $66 billion at year-end 2009.
To provide the funds needed to resolve failed institutions in 2010
and beyond without immediately reducing the industry's earnings
and capital, the FDIC Board approved a measure on November 12,
2009, that required most insured institutions to prepay
approximately three years' worth of deposit insurance premiums -
about $46 billion - at the end of 2009.

               Problem Institutions      Failed Institutions
               --------------------      -------------------
Year           Number  Assets (Mil)      Number  Assets (Mil)
----           ------  ------------      ------  ------------
2009              702      $402,800         140       $169,700
2008              252      $159,405          25       $371,945
2007               76       $22,189           3         $2,615
2006               50        $8,265           0             $0
2005               52        $6,607           0             $0
2004               80       $28,250           4           $170

A copy of the FDIC's Quarterly Banking Profile for the quarter
ended March 31, 2010, is available for free at:

           http://bankrupt.com/misc/FDIC_QBP_Q1_10.pdf


* S&P List of Global Corporate Defaults Total 39 So Far in 2010
---------------------------------------------------------------
American Media Operations Inc. deferred interest payments on one
of its subordinated notes.  Standard & Poor's subsequently revised
its rating on the company to 'D'.  This brings the year-to-date
2010 tally of global corporate defaults to 39, said an
article published June 18 by Standard & Poor's, titled Global
Corporate Default Update (June 11 - 17, 2010) (Premium).

"By region, the current year-to-date default tallies are 28 in the
U.S., two in Europe, three in the emerging markets, and six in the
other developed region," said Diane Vazza, head of Standard &
Poor's Global Fixed Income Research.  (The other developed region
is Australia, Canada, Japan, and New Zealand.)

"So far this year, distressed exchanges account for 13 defaults,
Chapter 11 filings and missed interest or principal payments are
responsible for 10 each, regulatory directives and receiverships
account for one each, and the remaining four defaulted issuers are
confidential," said Ms. Vazza.

Of the global corporate defaulters in 2010, 42% of issues with
available recovery ratings had recovery ratings of '6' (indicating
our expectation for negligible recovery of 0%-10%), 11% of the
issues had recovery ratings of '5' (modest recovery prospects of
10%-30%), 8% had recovery ratings of '4' (average recovery
prospects of 30%-50%), and 22% had recovery ratings of '3'
(meaningful recovery prospects of 50%-70%).  And for the remaining
two rating categories, 14% of the issues had recovery ratings of
'2' (substantial recovery prospects of 70%-90%) and 3% of issues
had recovery ratings of '1' (very high recovery prospects of 90%-
100%).

S&P's baseline projection for the U.S. corporate speculative-grade
default rate in the 12 months ending in March 2011 is 3.5%, with
alternative scenarios of 4.9% at the pessimistic end and 3.0% at
the optimistic.  Baseline forecast for year-end 2010 was 5.0%,
with alternatives of 6.9% (pessimistic) and 4.3% (optimistic),
compared with a long-term (1981-2009) average of 4.5%.

Nevertheless, S&P believes residual default risk beyond the one-
year forecast horizon could increase because of the significant
overhang of surviving leveraged corporate issuers.  The
substantial decline in risk premiums for lower-rated borrowers and
the return of what S&P views as questionable practices and
structures in some recent deals -- such as raising bond funds to
pay out shareholder dividends or sponsors -- further raise flags
that the optimism might be overdone.  In the slim chance that the
economy experiences a double-dip recession, many of the surviving
leveraged issuers originated during 2003-2007 could face renewed
default risk unless they significantly reduce their debt burdens.


* Merisant Worldwide Wins Corporate Turnaround of the Year Award
---------------------------------------------------------------
Merisant Worldwide, Inc., won the 2010 "Corporate Turnaround of
the Year" Award along with Sidley Austin LLC and The Blackstone
Group at the M&A Atlas Awards in Chicago on Thursday, June 17.
Paul Block, Merisant President and Chief Executive Officer, was
also honored with the prestigious "Corporate Executive of the
Year" for outstanding leadership in a turnaround.

The M&A Atlas Awards for Gold Standard Performance honors
influential leaders, dealmakers, top deals and A-list firms from
the mergers, acquisitions, private equity and turnaround
communities.  Other nominees in the $500 million plus category
included Bank United, Incisive Media Group, Spectrum Brands and
Mahindra Satyam.

Merisant Worldwide, Inc., and its U.S. subsidiaries filed for
Chapter 11 protection on January 9, 2009, to strengthen Merisant's
financial health and long-term prospects.  The United States
Bankruptcy Court for the District of Delaware approved the
Company's plan of reorganization on December 16, 2009.  The plan
reduced the aggregate principal amount of Merisant's indebtedness
from $567 million to approximately $147 million, and lowered the
Company's annual cash interest expense from approximately
$36 million to $11 million.

"Our financial restructuring provided the right capital structure
and resources for Merisant to aggressively pursue its goal of
becoming a leading consumer packaged goods company," said Block.
"We're incredibly proud of this achievement and honored to receive
the M&A Atlas Award."

In addition to Block, the Merisant team of Julie Wool, (Chief
Financial Officer), Jon Cole (Vice President, General Counsel &
Secretary) and Brian Alsvig, (VP of Finance) were critical to the
success of the restructuring.

                   About Merisant Worldwide

Headquartered in Chicago, Illinois, Merisant Worldwide Inc. --
http://www.merisant.com/-- sells low-calorie tabletop sweetener.
The Debtor's brands are Equal(R) and Canderel(R).  The Debtor has
principal regional offices in Mexico City, Mexico; Neuchatel,
Switzerland; Paris, France; and Singapore.  In addition, the
Debtor owns and operates manufacturing facilities in Manteno,
Illinois, and Zarate, Argentina, and own processing lines that are
operated exclusively for the Debtor at plants located in Bergisch
and Stendal, Germany and Bangkrason, Thailand.

As of March 28, 2008, the Debtor has 20 active direct and indirect
subsidiaries, including five subsidiaries in the United States,
six subsidiaries in Europe, five subsidiaries in Mexico, Central
America and South America, and three subsidiaries in the Asia
Pacific region, including Australia and India.  Furthermore, the
Debtor's Swiss subsidiary holds a 50% interest in a joint
venture in the Philippines.  Merisant Worldwide holds 100%
interest in Merisant Company.

Merisant Worldwide and five of its units filed for Chapter 11
protection on January 9, 2009 (Bankr. D. Del. Lead Case No.
09-10059).  Sidley Austin LLP represents the Debtors in their
restructuring efforts.  Young, Conaway, Stargatt & Taylor LLP
represents the Debtors' as co-counsel.  Blackstone Advisory
Services LLP is the Debtors' financial advisor.  Epiq Bankruptcy
Solutions, LLC, is the Debtors' Claims and Noticing Agent.
Winston & Strawn LLP represents the official committee of
unsecured creditors as counsel.  Ashby & Geddes, P.A., is the
Committee's Delaware counsel.  The Debtors had US$331,077,041 in
total assets and US$560,742,486 in total debts as of November 30,
2008.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------

                                                          Total
                                               Total     Share-
                                    Total    Working   Holders'
                                   Assets    Capital     Equity
   Company          Ticker          ($MM)      ($MM)      ($MM)
   -------          ------         ------    -------   --------
AUTOZONE INC        AZO US        5,452.8     (293.1)    (462.0)
LORILLARD INC       LO US         2,902.0      718.0      (37.0)
DUN & BRADSTREET    DNB US        1,699.5     (454.1)    (778.3)
ALLIANCE DATA       ADS US        7,919.8    3,352.2      (53.6)
NAVISTAR INTL       NAV US        8,940.0    1,251.0   (1,198.0)
MEAD JOHNSON        MJN US        1,996.7      319.9     (583.7)
TAUBMAN CENTERS     TCO US        2,572.3        -       (494.8)
BOARDWALK REAL E    BEI-U CN      2,332.1        -        (57.6)
BOARDWALK REAL E    BOWFF US      2,332.1        -        (57.6)
CHOICE HOTELS       CHH US          360.6       (6.3)    (115.0)
LINEAR TECH CORP    LLTC US       1,615.8      742.7      (50.7)
SUN COMMUNITIES     SUI US        1,173.3        -       (118.3)
WEIGHT WATCHERS     WTW US        1,093.0     (408.5)    (700.1)
TENNECO INC         TEN US        3,034.0      203.0      (14.0)
CABLEVISION SYS     CVC US        7,364.2       54.8   (6,201.5)
IPCS INC            IPCS US         559.2       72.1      (33.0)
UAL CORP            UAUA US      19,952.0   (1,019.0)  (2,887.0)
WR GRACE & CO       GRA US        3,957.9    1,177.5     (234.4)
UNISYS CORP         UIS US        2,711.8      320.6   (1,221.7)
DISH NETWORK-A      DISH US       8,689.0      305.1   (1,850.3)
MOODY'S CORP        MCO US        2,003.3     (138.9)    (534.0)
HEALTHSOUTH CORP    HLS US        1,716.1       90.6     (474.5)
VENOCO INC          VQ US           799.5       10.6     (127.6)
NATIONAL CINEMED    NCMI US         620.4      106.9     (462.7)
CHENIERE ENERGY     CQP US        1,883.2       37.6     (491.7)
EXPRESS INC         EXPR US         718.1       38.4      (81.8)
VECTOR GROUP LTD    VGR US          743.1      231.5      (13.4)
PROTECTION ONE      PONE US         562.9       (7.6)     (61.8)
METALS USA HOLDI    MUSA US         655.4      294.1      (43.0)
ARVINMERITOR INC    ARM US        2,769.0      345.0     (877.0)
THERAVANCE          THRX US         249.9      196.6     (113.0)
PETROALGAE INC      PALG US           4.7      (13.9)     (48.0)
REGAL ENTERTAI-A    RGC US        2,588.9     (168.9)    (260.7)
LIBBEY INC          LBY US          776.9      128.0      (18.3)
MERU NETWORKS IN    MERU US          88.8        0.5       (4.1)
TEAM HEALTH HOLD    TMH US          797.4       52.1      (58.6)
INCYTE CORP         INCY US         502.7      332.9     (114.4)
JUST ENERGY INCO    JE-U CN       1,353.1     (513.7)    (503.2)
CARDTRONICS INC     CATM US         449.3      (36.6)      (2.3)
REVLON INC-A        REV US          765.8       63.9   (1,027.2)
DOMINO'S PIZZA      DPZ US          427.6       92.8   (1,290.0)
GRAHAM PACKAGING    GRM US        2,126.4      187.6     (629.0)
UNITED RENTALS      URI US        3,584.0       30.0      (48.0)
COMMERCIAL VEHIC    CVGI US         276.8      105.5      (10.7)
EPICEPT CORP        EPCT SS           6.3        0.2      (12.7)
KNOLOGY INC         KNOL US         641.7       30.9      (28.3)
WORLD COLOR PRES    WC CN         2,641.5      479.2   (1,735.9)
FORD MOTOR CO       F US        195,485.0   (7,269.0)  (5,437.0)
WORLD COLOR PRES    WC/U CN       2,641.5      479.2   (1,735.9)
WORLD COLOR PRES    WCPSF US      2,641.5      479.2   (1,735.9)
US AIRWAYS GROUP    LCC US        7,808.0     (445.0)    (447.0)
INTERMUNE INC       ITMN US         190.9      102.8      (21.3)
AFC ENTERPRISES     AFCE US         114.6       (2.0)     (11.5)
CC MEDIA-A          CCMO US      17,400.0    1,279.2   (7,054.8)
AMER AXLE & MFG     AXL US        1,967.6       (0.3)    (545.4)
ALIMERA SCIENCES    ALIM US          16.3        3.5      (42.7)
FORD MOTOR CO       F BB        195,485.0   (7,269.0)  (5,437.0)
BLUEKNIGHT ENERG    BKEP US         303.6      (15.3)    (147.2)
CENTENNIAL COMM     CYCL US       1,480.9      (52.1)    (925.9)
AMR CORP            AMR US       25,525.0   (1,407.0)  (3,892.0)
JAZZ PHARMACEUTI    JAZZ US         106.7      (31.2)     (69.0)
BROADSOFT INC       BSFT US          68.3        1.7       (6.4)
WABASH NATIONAL     WNC US          249.0     (154.6)     (62.4)
SALLY BEAUTY HOL    SBH US        1,531.5      366.1     (553.1)
RURAL/METRO CORP    RURL US         286.2       38.7     (100.9)
HALOZYME THERAPE    HALO US          65.2       48.9       (3.2)
RSC HOLDINGS INC    RRR US        2,669.6      (66.1)      (9.8)
NPS PHARM INC       NPSP US         140.4       95.2     (227.6)
SANDRIDGE ENERGY    SD US         2,971.7      (33.9)    (171.3)
CENVEO INC          CVO US        1,563.5      212.7     (180.6)
SINCLAIR BROAD-A    SBGI US       1,576.6       48.1     (187.8)
LIN TV CORP-CL A    TVL US          780.6       22.9     (164.2)
MANNKIND CORP       MNKD US         243.3        8.5     (100.9)
NEXSTAR BROADC-A    NXST US         603.0       35.3     (179.7)
HOVNANIAN ENT-B     HOVVB US      2,029.1    1,358.9     (137.0)
PDL BIOPHARMA IN    PDLI US         358.3      (83.5)    (501.1)
PALM INC            PALM US       1,007.2      141.7       (6.2)
QWEST COMMUNICAT    Q US         19,362.0     (585.0)  (1,120.0)
EASTMAN KODAK       EK US         7,178.0    1,588.0      (53.0)
ACCO BRANDS CORP    ABD US        1,062.7      240.1     (118.0)
WARNER MUSIC GRO    WMG US        3,752.0     (557.0)    (116.0)
PHIBRO ANIMAL HE    PAHC LN         418.9      182.2       (9.6)
VIRGIN MOBILE-A     VM US           307.4     (138.3)    (244.2)
IDENIX PHARM        IDIX US          61.0       16.8      (20.7)
GENCORP INC         GY US         1,018.7      114.6     (268.0)
CONSUMERS' WATER    CWI-U CN        895.2       (5.3)    (254.9)
EXELIXIS INC        EXEL US         284.2      (32.7)    (199.3)
GREAT ATLA & PAC    GAP US        2,827.2      201.3     (396.4)
GLG PARTNERS-UTS    GLG/U US        403.5      155.5     (285.9)
GLG PARTNERS INC    GLG US          403.5      155.5     (285.9)
HOVNANIAN ENT-A     HOV US        2,029.1    1,358.9     (137.0)
CUMULUS MEDIA-A     CMLS US         323.1      (32.4)    (372.3)
EMISPHERE TECH      EMIS US           5.1      (31.1)     (65.9)
CINCINNATI BELL     CBB US        2,589.6       (3.3)    (634.6)
ARIAD PHARM         ARIA US          50.4       (8.2)    (110.8)
MPG OFFICE TRUST    MPG US        3,517.3        -       (830.6)
ARRAY BIOPHARMA     ARRY US         131.5       21.5     (109.5)
NEWCASTLE INVT C    NCT US        3,471.2        -     (1,117.8)
CHENIERE ENERGY     LNG US        2,736.6      212.8     (468.7)
MAGMA DESIGN AUT    LAVA US         122.1       14.4       (4.3)
ALEXZA PHARMACEU    ALXA US          67.1       24.2      (18.8)



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard
C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez,
Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2010.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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