TCR_Public/100623.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Wednesday, June 23, 2010, Vol. 14, No. 172

                            Headlines

ABITIBIBOWATER INC: Pope & Talbot Trustee Withdraws Late Claim
ADVANCE FOOD: S&P Raises Corporate Credit Rating to 'B+'
AHERN RENTALS: S&P Downgrades Corporate Credit Rating to 'B-'
ALAMO IRON: Hearing on Conversion to Chapter 7 Set for June 30
AMERICAN CAMPUS: Moody's Affirms 'Ba2' Underlying Rating

AMERICAN GREETINGS: Moody's Affirms 'Ba2' Corporate Family Rating
AMERICAN INT'L: Benmosche Outlasts Predecessor Liddy as CEO
AMERICAN INT'L: Taxpayers to See Loss, Geithner Tells Watchdog
ARNOLD GOLDSTEIN: Section 341(a) Meeting Scheduled for July 23
AUBREY BRUCE: Can Access First Tennessee's Cash Until Sept. 17

AUGUSTA APARTMENTS: U.S. Trustee Says Chapter 11 Trustee Needed
BELO CORP: S&P Raises Corporate Credit Rating to 'BB-'
BERNARD MADOFF: Ex-Aide Released on Bail; 2 Staff Members Charged
BIRMINGHAM-SOUTHERN COLLEGE: Moody's Downgrades Rating to 'Ba3'
BLACK GAMING: U.S. Trustee Says Third-Party Release Too Broad

BLOCKBUSTER INC: NYSE Accepts Exchange Rule Compliance Plan
BROOKSTONE INC: Extends Offer for Notes at 80% Cash, Debt
BUTTERMILK TOWNE: Files Schedules of Assets and Liabilities
BUTTERMILK TOWNE: Has Access to BofA's Cash Until August 20
CALIFORNIA COASTAL: Luxor Capital to Provide Exit Financing

CAPRIUS INC: Knight Equity Markets Holds 24.41% of Shares
CHEMTURA CORP: Equity Committee Proposes UBS as Advisor
CHEMTURA CORP: Has OK for Mayer Brown as Litigation Counsel
CHEMTURA CORP: Waives Pre-1985 Employees' Procedural Default
CHEMTURA CORP: Wins Nod for Kilpatrick as Special Counsel

COLONIAL BANCGROUP: TBW Sold $1.5BB in Fake Loans, Says SEC
COMPASS MINERALS: S&P Raises Corporate Credit Rating to 'BB+'
CONTINENTAL AIRLINES: Registers Class B Shares Under 2010 Plan
CONVERSION SERVICES: Board Elects Brian Walton as Member
CORUS BANKSHARES: Court Gives Interim OK for Stock Transfer Limits

CREDITWEST CORP: Creditors Committee Wants to File Competing Plan
DELTA TUCKER: Moody's Assigns 'Ba3' Corporate Family Rating
DENBURY RESOURCES: S&P Gives Stable Outlook; Keeps 'BB' Rating
DYNCORP INTERNATIONAL: S&P Assigns 'BB-' Corporate Credit Rating
EAST WEST RESORT: Gray's Crossing Seeks Dismissal of Unit's Case

EL PASO: Moody's Assigns 'Ba1' Rating on Add-On Notes
EQUITY MEDIA: Gives Up Reorganization, Seeks Chapter 7
FAIRFAX FINANCIAL: Fitch Upgrades Senior Debt Rating From 'BB+'
FANNIE MAE: JPMorgan Pressed for More Data on Loan Buybacks
FIASCOS RESTAURANT: To Close Shop; 40 Workers to Lose Job

FRASER PAPERS: Provides First Default Status Report
FREDDIE MAC: JPMorgan Pressed for More Data on Loan Buybacks
GEMS TV (USA): Files Schedules of Assets and Liabilities
GENERAL GROWTH: Summerlin Investors May Force Arbitration
GENERAL MOTORS: Board Member Kresa Said to Retire

GLOWPOINT INC: Inks $5MM Loan Agreement With Silicon Valley
GREDE FOUNDRIES: PBGC Assumes Responsibility of Pension Plan
GTC BIOTHERAPEUTICS: Gets $7 Million Financing From LFB Biotech
HAWAII BIOTECH: Selling Vaccines at July 19 Auction
HEALTH INSURANCE: Fitch Withdraws 'BB+' Issuer Default Rating

HERTZ HOLDINGS: S&P Assigns 'B' Rating on Senior Secured Notes
INTERACTIVE DATA: S&P Assigns 'B+' Rating on $1.46 Bil. Loan
KANSAS CITY: S&P Raises Long-Term Ratings to 'BB-' From 'B'
LAKE AT LAS VEGAS: Court Confirms Plan of Reorganization
LEGACY AT JORDAN: Gets Court OK to Use Capital Bank's Cash

LEGACY AT JORDAN: Taps Stubbs & Perdue as Bankruptcy Counsel
LEHMAN BROTHERS: Said to Have Left Execs. in Dark on Asset Sales
LEHMAN BROTHERS: Seeks Court OK to Sell Interest in Berkeley
LEHMAN BROTHERS: To Sell Interest in India Fund to Berkeley
LIBERTY MEDIA: Moody's Reviews 'Ba3' Probability of Default Rating

LIFEPOINT HOSPITALS: Fitch Affirms 'BB-' Issuer Default Rating
LIONS GATE: Amends Revolving Credit Facility
LUCKY LURE: Files for Chapter 7 After Virus Wipes Out Crickets
MESA AIR: Debtor Ritz Hotel to Abandon Del Rio Hotel
MESA AIR: Wins Nod to Hire SGR as Aviation Counsel

MIDWEST BANC: Delisted From Nasdaq Effective June 21
MILLENNIUM MULTIPLE: Taps Watts & Watts as Local Counsel
MILLENNIUM MULTIPLE: Taps Franklin Skierski as Gen. Bankr. Counsel
MILLENNIUM MULTIPLE: Asks for Court OK to Hire Special Counsel
MOLECULAR INSIGHT: Receives 3rd Extension of Waiver Agreement

MORTON INDUSTRIAL: Creditors Want to Sue Insiders
MULTI PACKAGING: S&P Affirms Corporate Credit Rating at 'B'
NAVJOT LLC: Files Schedules of Assets and Liabilities
NAVJOT LLC: Gets Court Approval to Utilize Real Property Rents
NEWARK GROUP: Plan Confirmation Hearing Set for July 30

NOBLEWORKS INC: Organizational Meeting to Form Panel on July 1
NOVASTAR FINANCIAL: Anderson, Barmore to Serve as Directors
OCWEN FINANCIAL: Moody's Affirms 'B2' Senior Unsecured Rating
PACIFIC METRO: Financial Woes Cue Chapter 11 Bankruptcy Filing
PAETEC HOLDING: DeRiggi Adopts Prearranged Trading Plan

PATRICK HACKETT: Files Plan of Reorganization
PHILADELPHIA NEWSPAPERS: Unions, Pension Funds Oppose Plan
PLAINS END: Fitch Downgrades Senior Secured Bond Rating to 'BB'
POPE & TALBOT: Trustee Withdraws Late Claim vs. Abitibi
PRIME GROUP: Units Give Up Continental Towers to Lender

PROTECTION ONE: Cancels Registration of Common Stock
QUANTUM CORP: Wells Fargo Holds 11.44% of Common Stock
RADLAX GATEWAY: Plan Seeks Sale of Substantially All Assets
REDWINE RESOURCES: Wants to Sell Substantially All of Assets
REDWINE RESOURCES: Gets Interim Nod to Use BofA's Cash Collateral

RHODES HOMES: Colliers Puts Arizona Assets on Auction Block
RITE AID: Holes Seen in Equity Plan; Management Pledges Change
ROTHSTEIN ROSENFELDT: Rothstein Wife Wants Jewelries, Gifts Back
RUBICON US REIT: Noteholders' Reorganization Plan Confirmed
SAWGRASS MARRIOTT: Court Tosses Out Bank's Foreclosure Action Plea

SENSUS USA: Moody's Affirms 'B2' Corporate Family Rating
SOUTH BAY EXPRESSWAY: U.S. Trustee Forms Creditors Committee
SOUTH BAY PROPERTIES: Files for Chapter 11 in North Carolina
SPORTSTUFF INC: 8th Cir. BAP Rejects Settlement with Insurers
SPOT MOBILE: Blackbird No Longer Holds Shares

SPOT MOBILE: Chaleo Holds 28.7% of Common Stock
SPRINGBOK SERVICES: Case Summary & 20 Largest Unsecured Creditors
SRKO FAMILY: Creditors Have Until Aug. 16 to File Proofs of Claim
STATION CASINOS: Proposes to Enter Into Insurance Pact With FIFC
STATION CASINOS: Proposes to Expand E&Y LLP Tax Advisory Work

STATION CASINOS: Seeks to Settle FTB Disputes for $2.8 Mil.
STEAKHOUSE PARTNERS: Can Sell Auburn Hills Liquor License
SUMNER REGIONAL: LifePoint Cleared to Buy Hospital for $154.1MM
SUNSTATE EQUIPMENT: S&P Affirms 'B-' Corporate Credit Rating
SYNCORA HOLDINGS: Guarantee Unit Short of its Remediation Plan

TAYLOR BEAN: SEC Charges Ex-Chair With $1.5-Bil. Securities Fraud
TAYLOR BEAN: Wants Plan Exclusivity Until September 21
TEXAS RANGERS: Judge Puts Limits on Actions by Partnership
THEFLYONTHEWALL.COM: Google, Twitter Call Injunction "Obsolete"
TRIBUNE CO: Bondholders Oppose Transfer of Broadcast Licenses

TRIBUNE CO: Contrarian Wants JPM Compelled to Produce Documents
TRIBUNE CO: Wells Fargo To Take Deposition of Samuel Zell, Others
TRW AUTOMOTIVE: Fitch Upgrades Issuer Default Rating to 'BB'
UNIGENE LABORATORIES: Board Appoints Ashleigh Palmer as Director
VERENIUM CORP: Stockholders Approve 2010 Equity Incentive Plan

U.S. CONCRETE: Court Denies Bid for Equity Committee
VALEANT PHARMA: Biovail Merger May Cue Moody's to Withdraw Ratings
WASHINGTON MUTUAL: Court OKs Direct Appeal for Examiner Denial
WASHINGTON MUTUAL: Creditors Committee Oppose Plea for Examiner
WASHINGTON MUTUAL: Disclosure Statement Hearing Moved to July 8

WASHINGTON MUTUAL: Plan Adjusts Tax Refunds for WaMU & FDIC
WASHINGTON MUTUAL: Shareholders Meet Dispute Returns to Del. Court
WELLINGTON PRESERVE: U.S. Trustee Unable to Form Creditors Panel
WM WRIGLEY: Moody's Assigns 'Ba2' Corporate Family Rating
YURI PLYAM: Case Summary & 10 Largest Unsecured Creditors

ZALE CORP: S.D. Citibank to End Merchant Services Agreement

* Geithner Says Banks Have Repaid 75% of TARP Loans
* U.S. High Yield Defaults Plunge in 2010, Says Fitch

* Upcoming Meetings, Conferences and Seminars


                            *********


ABITIBIBOWATER INC: Pope & Talbot Trustee Withdraws Late Claim
--------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that the bankruptcy
trustee for Pope & Talbot Inc. withdrew a motion to file a late
$530,000 claim against AbitibiBowater Inc.

According to the report, in his motion to file the late claim, the
Chapter 7 trustee for Pope & Talbot had said it was "unknown" to
him when Abitibi filed for reorganization in April 2009.  The
trustee also said he didn't know when the bankruptcy judge in
Delaware set Nov. 13 as the last day for filing claims against
Abitibi.

                    About AbitibiBowater Inc.

Headquartered in Montreal, Canada, AbitibiBowater Inc. --
http://www.abitibibowater.com/-- produces a wide range of
newsprint, commercial printing papers, market pulp and wood
products.  It is the eighth largest publicly traded pulp and paper
manufacturer in the world.  AbitibiBowater owns or operates 23
pulp and paper facilities and 28 wood products facilities located
in the United States, Canada, the United Kingdom and South Korea.
Marketing its products in more than 90 countries, the Company is
also among the world's largest recyclers of old newspapers and
magazines, and has third-party certified 100% of its managed
woodlands to sustainable forest management standards.
AbitibiBowater's shares trade over-the-counter on the Pink Sheets
and on the OTC Bulletin Board under the stock symbol ABWTQ.

The Company and several of its affiliates filed for protection
under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009
(Bankr. D. Del. Lead Case No. 09-11296).  Judge Kevin J. Carey
presides over the case.  The Company and its Canadian affiliates
commenced parallel restructuring proceedings under the Companies'
Creditors Arrangement Act before the Quebec Superior Court
Commercial Division the next day.  Alex F. Morrison at Ernst &
Young, Inc., was appointed CCAA monitor.

Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the
Debtors' U.S. bankruptcy counsel.  Stikeman Elliot LLP, acts as
the Debtors' CCAA counsel.  Young, Conaway, Stargatt & Taylor, in
Wilmington, Delaware, serves as the Debtors' co-counsel, while
Troutman Sanders LLP in New York, serves as the Debtors' conflicts
counsel in the Chapter 11 proceedings.  The Debtors' financial
advisors are Advisory Services LP, and their noticing and claims
agent is Epiq Bankruptcy Solutions LLC.  The CCAA Monitor's
counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario.
Abitibi-Consolidated Inc. and various Canadian subsidiaries filed
for protection under Chapter 15 of the U.S. Bankruptcy Code on
April 17, 2009 (Bankr. D. Del. 09-11348).  Judge Carey also
handles the Chapter 15 case.  Pauline K. Morgan, Esq., and Sean T.
Greecher, Esq., at Young, Conaway, Stargatt & Taylor, in
Wilmington, represent the Chapter 15 Debtors.

As of Sept. 30, 2008, the Company had US$9,937,000,000 in total
assets and US$8,783,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes AbitibiBowater
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings and parallel proceedings under the
Companies' Creditors Arrangement Act in Canada undertaken by
Abitibibowater Inc. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).

                     About Pope & Talbot Inc.

Based in Portland, Oregon, Pope & Talbot Inc. (Other OTC:
PTBT.PK) -- http://www.poptal.com/-- was a pulp and wood products
business.  Pope & Talbot was founded in 1849 and produced market
pulp and softwood lumber at mills in the U.S. and Canada.  Markets
for the company's products include the U.S., Europe, Canada, South
America and the Pacific Rim.

On Nov. 19, 2007, the company and 14 of its affiliates filed for
Chapter 11 protection (Bankr. D. Del. Lead Case No. 07-11738).
The Court converted their Chapter 11 cases to a Chapter 7
liquidation proceeding.

PricewaterhouseCoopers Inc. petitioned for Chapter 15 Bankruptcy
on Aug. 22, 2008, (Bankr. D. Del. Lead Case No. 08-11933).
Fourteen debtor-affiliates with pending Chapter 7 cases also filed
for separate Chapter 15 petitions.  Michael R. Lastowski, Esq., at
Duane Morris LLP represents the Debtors in their restructuring
efforts.  The Debtors listed assets between $100 million and
$500 million, and debts between $100 million and $500 million.

On Oct. 28, 2007, the company and its U.S. and Canadian
subsidiaries applied for protection under the Companies' Creditors
Arrangement Act of Canada.  The Debtors' CCAA Stay expired on
Jan. 16, 2008.

Pope & Talbot Pulp Sales Europe, LLC, a subsidiary, on Nov. 21,
2007, filed an application for relief under Belgian bankruptcy
laws in the commercial court in Brussels.


ADVANCE FOOD: S&P Raises Corporate Credit Rating to 'B+'
--------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its ratings
on Advance Food Co., including its corporate credit rating to 'B+'
from 'B'.  At the same time S&P removed all of the ratings from
CreditWatch, where they were placed with positive implications on
April 15, 2010.  The outlook is stable which reflects S&P's
expectation that the company's current credit metrics and ample
liquidity will be sustained, despite lingering weak economic
conditions.

In addition, S&P raised the issue-level ratings on the company's
first-lien senior secured debt to 'BB' from 'B+' (two notches
higher than the corporate credit rating).  The recovery rating on
this debt was revised to '1', indicating S&P's expectation for
very high (90% to 100%) recovery in the event of a payment
default, from a '2'.

S&P also raised the issue-level ratings on the company's second-
lien secured debt to 'B-' (two notches lower than the corporate
credit rating) from 'CCC+', with a recovery rating of '6',
indicating S&P's expectations for negligible recovery (0% to 10%)
in the event of a payment default.

"The rating actions reflect S&P's opinion that Advance Food's
operating performance is not likely to materially deteriorate or
that debt levels will increase within the next year, resulting in
a sustained improvement in its credit profile," said Standard &
Poor's credit analyst Jean C. Stout.

"S&P's ratings on Advance Food reflect its still aggressive
financial risk profile, as well as its high customer concentration
and narrow product focus which contribute to its vulnerable
business risk profile, despite its leading positions in certain
beef-based products serving the foodservice industry and existing
long-term relationships with its key distributors," Ms.  Stout
added.

Advance Food develops, manufactures, and markets processed food
items, including meat products and ready-to-serve non-meat
products.  Although Advance Food sells most of its products
through its network of third-party distributors, the company also
develops and markets its products to meet specific end-user
requirements.  S&P believes restaurants represent a majority of
the company's end users, which include independent restaurants, in
addition to regional and national chains.  The company is a modest
player in the estimated $460 billion U.S. food-prepared-away-from-
home market.  This market includes many larger, vertically
integrated processors of meat such as Tyson Foods Inc.
(BB/Positive/--).

The stable outlook reflects S&P's belief that the company's
liquidity position will remain adequate given S&P's estimate that
covenant cushion will remain more than 20% over the next year.  In
addition, S&P believes that the company's credit measures will
remain near current levels in the near-to-intermediate term and
that debt levels will not materially increase.  Alternatively, S&P
would consider lowering the ratings if operating performance were
to deteriorate due to a more severe fall off in foodservice
industry demand or from significant margin compression due to
volatile commodity costs, together with pricing inflexibility.
Although unlikely in the near-term, S&P could consider raising the
ratings if the company continues to improve its credit measures,
including adjusted debt to EBITDA of about 1.5x and if FFO to
total debt approaches 35%.


AHERN RENTALS: S&P Downgrades Corporate Credit Rating to 'B-'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered the ratings on Las
Vegas-based Ahern Rentals Inc., including the corporate credit
rating to 'B-' from 'B'.  S&P also lowered the rating on the
company's second-lien secured notes by one notch to 'CCC' from
'CCC+' as a result of the rating action.  The recovery rating
remains '6' indicating negligible recovery (0% to 10%) in a
payment default scenario.  The outlook is negative.

The ratings on Ahern reflect S&P's assessment of its weak business
risk profile and position as a relatively small regional operator
in the highly fragmented and competitive equipment rental
industry.  The business is highly capital intensive; Ahern has
previously made large equipment purchases and has limited business
diversity and limited flexibility.  The financial risk reflects
S&P's concerns about Ahern's ability to maintain adequate
liquidity due to weakness in end markets and refinancing risks
associated with upcoming maturities in a difficult operating
environment.  Continued weakness in nonresidential construction
may adversely affect cash flow.

"Given the difficult end market conditions in the equipment rental
industry, Ahern's weaker operating performance may potentially
deteriorate further," said Standard & Poor's credit analyst John
Sico.  The asset-based loan credit facility matures in about one
year, August 2011.  This maturity is followed by the term loan,
which is due in 2012 and the secured notes in 2013.

"S&P could lower the ratings if Ahern's operating performance
continues to deteriorate more than the midteens decline that S&P
expects for the industry in 2010 and Ahern does not address the
upcoming maturities in a timely manner," he continued.


ALAMO IRON: Hearing on Conversion to Chapter 7 Set for June 30
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Texas will
consider the conversion to Chapter 7 of the Chapter 11 cases of
Alamo Iron Works, Inc. and its debtor-affiliates, on June 30,
2010, at 9:30 a.m.  The hearing will be held at Post Office and
Courthouse, 615 E. Houston Street, Room No. 371, Third Floor, San
Antonio, Texas before the Hon. Ronald B. King.

The Debtors asked the Court to convert their bankruptcy cases to
one under Chapter 7 of the bankruptcy Code because reorganization
is not feasible, and the Debtors have closed on the sale of
substantially all of their assets.

San Antonio Express reported early this month that Charlotte,
N.C.-based Industrial Distribution Group, a power-tool supplier
owned by LKCM Capital Group of Fort Worth, completed the purchase
of Alamo Iron Works.  The purchase price was not disclosed.  The
auction rules approved by the Bankruptcy Court this April provided
that absent higher and better bids at the auction, it would be
selling the business to Alamo Distribution, LLC, for $8 million.

Any person desiring to appear telephonically at the conversion
hearing must contact CourtCall at (866) 582-6878 Monday to Friday
from 5:00 a.m. to 5:30 p.m. (Pacific Time.)

                           About Alamo Iron

San Antonio, Texas-based Alamo Iron Works, Inc., filed for Chapter
11 bankruptcy protection on April 5, 2010 (Bankr. W.D. Texas Case
No. 10-51269).  David S. Gragg, Esq., at Langley & Banack, Inc,
assists the Company in its restructuring effort.  The Company
estimated its assets and debts at $10,000,001 to $50,000,000.


AMERICAN CAMPUS: Moody's Affirms 'Ba2' Underlying Rating
--------------------------------------------------------
Moody's Investors Service has affirmed the underlying rating of
Ba2 on American Campus Properties University College Apartments,
Phases IV-V, on Prairie View A&M campus.  The rating outlook is
stable.  The affirmation is based upon below average occupancy and
debt service coverage that is solid for the Ba2 rating level.  The
stable outlook is based upon growing enrollment at the University.

Legal Security: The bonds are limited obligations of American
Campus Properties Student Housing Financing LTD, secured by trust
estate assets.

Credit Strengths:

  -- The University's stated commitment to ensure the housing for
     students and the University's 50% share of the net revenues
     of the project giving it a stake in the project's financial
     success.

  -- Fall 2009 undergraduate enrollment increased 6.5% over the
     prior year.

Credit Challenges:

  -- Occupancy at the project, though improving, has historically
     been volatile.

  -- An absence of any long-term legal commitment to bondholders
     from the University, the University System, or the State of
     Texas.

  -- Debt service coverage of 1.25x in 2009 has declined from a
     1.38x in 2008

Recent Developments:

Enrollment at the University increased by 6.5% in Fall 2009,
continuing the steady growth in enrollment since 2007.  Occupancy
at the project remains less than average at 95% in Fall 2009 and
90% in Spring 2010.  Rents were increased 3% for academic year
2009/10.  Audited financial statements for fiscal 2009 produce
satisfactory debt service coverage of 1.25x.  Moody's has
incorporated the 1.25x debt service and occupancy into the rating
assignment.

                What could change the rating -- UP

Sustained improvements in occupancy and maintenance of debt
service coverage.

               What could change the rating -- DOWN

Continued declines in occupancy and debt service coverage.  The
University rescinding its stated commitment to ensuring the
financial success of the project.

                              Outlook

The outlook on the bonds is stable based upon growing enrollment,
stable occupancy and relatively solid debt service coverage.

The last rating action was on June 25, 2009, when the Ba2 rating
was affirmed.


AMERICAN GREETINGS: Moody's Affirms 'Ba2' Corporate Family Rating
-----------------------------------------------------------------
Moody's Investors Service affirmed American Greetings Corp's long
term ratings, including its corporate family and probability of
default ratings of Ba2 and senior unsecured note rating of Ba3
(LGD5, 72%).  In addition, Moody's assigned a Baa3 rating to the
new senior secured revolving credit facility (LGD2, 19%) and
withdrew the existing bank debt ratings.  As a part of this
transaction, AM repaid its existing term loan with cash from its
balance sheet.  Moody's affirmed AM's ratings as a result of
Moody's expectation that the company will continue with its stable
operating performance and conservative credit metrics, including
notable deleveraging.  The rating outlook is stable.

The SGL rating is upgraded to SGL-1 from SGL-2 given AM's
1) strong cash flow, albeit mostly in the 4th quarter, 2) large,
undrawn revolving credit facility and 3) significant flexibility
under its financial maintenance covenants.

AM's Ba2 corporate family rating is primarily driven by the
company's leading and stable market position in the U.S. greeting
card industry with approximately 35% to 40% market share (and a
stronger position with mass merchandisers), its long operating
history, the predictable demand for its products, and key
relationships with retail customers.  Notwithstanding these
strengths, the rating is also subject to business risks inherent
in the greeting card industry that is characterized by low or
declining growth rates, weak consumer branding and competition.
The rating also considers the company's financial policy,
including its historical penchant for share repurchase.  In
general, Moody's has required stronger credit metrics from AM to
balance the mature nature of its business.

Moody's stable outlook reflects the mature but consistent greeting
card sector trends alongside AM's sizable market position as one
of the two dominant operators (including Hallmark).

Ratings Affirmed:

* Corporate family rating, Ba2;
* Probability-of-default rating, Ba2;
* Senior unsecured notes due 2016 to Ba3 (LGD5, 72%, adjusted)

Rating Raised:

* Speculative Grade Liquidity Rating to SGL-1 from SGL-2

Rating assigned:

* $350 million revolving credit facility due 2015, Baa3 (LGD2,
  19%)

Ratings Withdrawn:

* Senior secured revolving credit facility due 2011, Baa3
* Senior secured term loan facility due 2013, Baa3

The rating outlook is stable.

Moody's last rating action was on January 13, 2010, when Moody's
upgraded the CFR to Ba2 from Ba3.

With principal executive offices in Cleveland, Ohio, American
Greetings Corporation is a leading developer, manufacturer and
distributor of greeting cards and social expression products.
Sales were approximately $1.6 billion for the year ended
February 28, 2010.


AMERICAN INT'L: Benmosche Outlasts Predecessor Liddy as CEO
-----------------------------------------------------------
Bloomberg News reports that Robert Benmosche, who said the U.S.
will be repaid with interest for American International Group
Inc.'s bailout, is set to become the insurer's longest-serving
chief executive officer since the firm's near-collapse in 2008.

According to the report, Mr. Benmosche, 66, will begin his 12th
month leading New York-based AIG in July.  That is longer than
predecessors Edward Liddy, who retired after about 11 months in
August 2009, and Robert Willumstad, who was ousted after fewer
than 100 days as a condition of the insurer's 2008 government
rescue.

                          About AIG Inc.

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

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

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


AMERICAN INT'L: Taxpayers to See Loss, Geithner Tells Watchdog
--------------------------------------------------------------
The Associated Press reports that U.S. Treasury secretary, Timothy
F. Geithner, told the Congressional Oversight Panel on Tuesday:

     -- taxpayers were recovering their investment from the
        financial bailouts as the program was wound down;

     -- banks had repaid about 75% of the bailout money they
        received, and the government's investments in those banks
        had brought taxpayers $21 billion;

     -- the auto industry had made significant structural changes,
        and that the chances that General Motors and Chrysler
        would repay their bailout money had improved; and

     -- there would probably be a loss from the rescue of American
        International Group.

The oversight panel was created by Congress to oversee the
Treasury Department's $700 billion financial bailout program,
created at the height of the financial crisis in the fall of 2008.
The panel has been critical of the program, known as the Troubled
Asset Relief Program.  The program is set to expire October 3.

TARP "has helped restore financial stability at a much lower cost
than anticipated," Mr. Geithner said in his testimony.

According to the AP, Mr. Geithner said AIG was making progress in
restructuring its operations and divesting businesses so that
taxpayers could recoup their investment.  However, he added, the
government's investment "will likely still result in some loss."

The AP notes that the Congressional Budget Office has estimated
that taxpayers will lose $36 billion.  Much of the money needed to
repay the government will come from the sale of assets.

                          About AIG Inc.

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

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

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


ARNOLD GOLDSTEIN: Section 341(a) Meeting Scheduled for July 23
--------------------------------------------------------------
The U.S. Trustee for Region 4 will convene a meeting of Arnold S.
Goodstein's creditors on July 23, 2010, at 2:00 p.m.  The meeting
will be held at the King and Queen Building, 145 King Street, Room
225, Charleston, SC 29401.

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.

Summerville, South Carolina-based Arnold S. Goodstein filed for
Chapter 11 bankruptcy protection on June 11, 2010 (Bankr. D. S.C.
Case No. 10-04204).  R. Geoffrey Levy, Esq., who has an office in
Columbia, South Carolina, assists the Company in its restructuring
effort.  The Company listed $1,000,001 to $10,000,000 in assets
and $50,000,001 to $100,000,000 in debts.


AUBREY BRUCE: Can Access First Tennessee's Cash Until Sept. 17
--------------------------------------------------------------
The Hon. Paulette J. Delk of the U.S. Bankruptcy Court for the
Western District of Tennessee approved a stipulation extending
Aubrey Bruce Wring and Virginia A. Wring's access to First
Tennessee National Association's cash collateral until
September 17, 2010.

As of March 8, 2010, the Debtors' indebtedness to First Tennessee
aggregate $5,733,228 which was secured by the rental payments of
certain parcels of the real properties located at 511 Burkhardt
Road, Drummonds, Tennessee, and 4812 South Mendenhall Road,
Memphis, Tennessee.

The Debtors would use the cash collateral for the continued
operation of the real property.

The Court also ordered that the Debtors will not use the rental
payments or any other proceeds from the real property for any
other purpose, and Debtors will not pay any prepetition debt with
the cash collateral absent First Tennessee's consent.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will make adequate protection payments of
$32,000 on each of June 17, July 16, and August 17.  The Debtors
will also maintain insurance coverage on the real property, naming
First Tennessee as lienholder/loss payee/mortgagee in an amount at
least in excess of the amount due to First Tennessee.

                      About Aubrey Bruce Wring

Memphis, Tennessee-based Aubrey Bruce Wring and Virginia A. Wring
-- Wring Family Revocable Trust; Wring Real Estate LLC; A & B
Enterprises LP; Wring Timberland, LLC; Butler Row LLC; Virginia
Ann Wring Irrevocable Trust; Wring Family Trust; Affordable Land
Sales LLC and Affordable Management LLC -- filed for Chapter 11
bankruptcy protection on February 19, 2010 (Bankr. W.D. Tenn. Case
No. 10-21899).  Earnest E. Fiveash, Jr., Esq., who has an office
in Memphis, Tennessee, assists the Debtors in their restructuring
efforts.  The Debtors claim to have assets of $20,629,010, and
total debts of $18,365,480 as of the bankruptcy filing.


AUGUSTA APARTMENTS: U.S. Trustee Says Chapter 11 Trustee Needed
---------------------------------------------------------------
The United States Trustee, W. Clarkson McDow, Jr., asks the U.S.
Bankruptcy for the Northern District of West Virginia to appoint a
Chapter 11 trustee in the reorganization cases of Augusta
Apartments, LLC, et al.

As reported in the Troubled Company Reporter on May 7, First
United Bank and Trust, a secured creditor, sought for the
appointment of Chapter 11 trustees in each of the cases of Augusta
Apartments, LLC, McCoy 6, LLC, and Grand Central Building, LLC.

In support of motion of First United Bank and Trust the U.S.
Trustee explained that, among other things:

   -- the Plan of Reorganization in McCoy 6, LLC, does not appear
      to be feasible;

   -- prepetition, the management used the funds from the Augusta
      Apartments and Grand Central to pay the debts of other
      Warner entities and family members; and

   -- Donald Dempsey, the on site manager for the Augusta
      Apartments, testified that he has received inquiries from
      perspective purchasers for the Augusta Apartments assets.

                  About Augusta Apartments, LLC

Morgantown, West Virginia-based Augusta Apartments, LLC, filed for
Chapter 11 bankruptcy protection on February 19, 2010 (Bankr. N.D.
W.Va. Case No. 10-00303).  Robert O. Lampl, Esq., at Robert O
Lampl Law Office, assists the Company in its restructuring
efforts.  The Company estimated its assets and debts at
$10,000,001 to $50,000,000 as of the Petition Date.


BELO CORP: S&P Raises Corporate Credit Rating to 'BB-'
------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Dallas, Texas-based TV broadcaster Belo Corp. to 'BB-'
from 'B+'.  The rating outlook is stable.

At the same time, S&P raised its issue-level rating on Belo's $275
million 8% senior unsecured notes due 2016 to 'BB-' (at the same
level as the corporate credit rating on the company) from 'B+'.
The recovery rating remains unchanged at '3', indicating S&P's
expectation of meaningful (50%-70%) recovery for noteholders in
the event of a payment default.  These notes have subsidiary
guarantees that are subordinate to the subsidiary guarantee under
the company's revolving credit facility.

S&P also raised the issue-level ratings on Belo's other senior
unsecured debt to 'B' (two notches lower than the 'BB-' corporate
credit rating) from 'B-'.   The recovery rating on this debt
remains unchanged at '6', indicating S&P's expectation of
negligible (0% to 10%) recovery for debtholders in the event of a
payment default.

"The ratings upgrade reflects Belo's improving operating trends
and lower leverage, as well as increased headroom with its
financial covenants," noted Standard & Poor's credit analyst
Deborah Kinzer.

Similar to other TV station groups, Belo's revenue and EBITDA
turned around in the first quarter of 2010, aided by political
advertising, higher core ad revenue, and lower operating expenses.
In addition, the company paid down debt balances with free cash
flow, reducing debt by 3.4% during the quarter.  Leverage improved
to 5.5x (adjusted for leases and pension obligations) as of
March 31, 2010, down from 6.7x at the end of 2009.

S&P's 'BB-' rating reflects the company's still-elevated leverage,
geographic and revenue concentration in Texas, strong station
portfolio and diversification among network affiliations, and
relatively good EBITDA margin compared with peers'.  Belo owns 20
TV stations in 15 large and midsize TV markets, reaching about 14%
of U.S. households.  The company operates more than one station in
six of its markets -- a structure that generates operating
efficiencies.  Belo's TV stations rank first or second in audience
share in most of its markets in its local news broadcasts.
However, the company's four TV stations in Texas contribute 41% of
total revenues, which S&P regard as a geographic concentration
risk.


BERNARD MADOFF: Ex-Aide Released on Bail; 2 Staff Members Charged
-----------------------------------------------------------------
The Associated Press reports Frank DiPascali, the former finance
chief, for Bernard Madoff was released on $10 million bail
Tuesday.  Mr. DiPascali, 53, was freed according to the terms of a
bail package that a judge had set in February.  He pleaded guilty
in August 2009 to helping with Mr. Madoff's multi-decade Ponzi
scheme until it collapsed in late 2008, when Mr. Madoff revealed
to his sons that his private investment business was a fraud and
they notified the FBI.

The AP also relates that just a few hours after Mr. DiPascali left
the U.S. District Court in Manhattan without speaking to
reporters, prosecutors revealed they had filed civil papers to
recoup $5 million from two longtime former back office Madoff
employees who have never been charged criminally.

The AP says the civil complaints seeking proceeds of Mr. Madoff's
fraud were filed against Annette Bongiorno and Joann Crupi.  The
two women worked for Mr. Madoff for more than 25 years.

According to Chad Bray at Dow Jones Newswires, Ms. Bongiorno, with
the firm since 1968, was a supervisor of Mr. Madoff's back-office
staff and responded to customers seeking information about their
accounts, prosecutors said.  Ms. Crupi, with the company since
1983, took in client funds, prosecutors said.

"Ms. Crupi has denied from Day One that she was a knowing
participant in this," said Eric R. Breslin, a lawyer representing
Ms. Crupi, according to Dow Jones.  Mr. Breslin said Ms. Crupi
would respond to the civil complaint "expeditiously."

A lawyer for Ms. Bongiorno declined to comment.

                      About Bernard L. Madoff

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

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

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

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

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

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


BIRMINGHAM-SOUTHERN COLLEGE: Moody's Downgrades Rating to 'Ba3'
---------------------------------------------------------------
Moody's Investors Service has downgraded to Ba3 from Ba1 the
rating on Birmingham-Southern College's debt issued through the
Private Education Building Authority of the City of Birmingham.
The rating has been placed on Watchlist for potential further
downgrade.  The rating applies to the College's Series 1996, 1997
and 2002 Revenue Bonds.

The rating action reflects material change in management guidance
on net tuition revenue growth in both FY 2009 and FY 2010 (June to
May 31 fiscal year) by approximately $5 million a year (compared
to Moody's adjusted FY 2009 audited net tuition revenue of
$14 million).  The College's processes for awarding and monitoring
financial aid were flawed and led to material miscalculation of
expected net tuition revenue.  The miscalculations led to further
cash flow deficits in FY 2009 and FY 2010 and the need to borrow
operating liquidity though additional debt from Regions Bank.  The
College had total cash and investments of $67.6 million as of
May 31, 2009, but even with gains in FY 2010, substantially all
remaining cash and investments are subject to donor restrictions -
- leaving the College with very little if any unrestricted
operating funds.  Several members of the senior staff have been
dismissed, and the Board and management will be planning and
instituting a number of large expense cuts in the coming months.

While management reports solid leading indicators of student
demand for the fall, Moody's believe the deepening of the cash
flow deficits has severely reduced operating liquidity.  In fiscal
year 2009, the College saw a 39.6% loss on total financial
resources caused by investment losses and outsized endowment
spending, leading to a negative $16.5 million of expendable
financial resources based on the audited FY 2009 financial
statements.  In FY 2010, ongoing operating cash deficits led the
College to fully draw down its $15 million operating line from
Regions Bank, plus take out an additional $2.3 million deficit
financing loan from the same bank.  Moody's remain concerned that
the College is heavily dependent on Regions Bank (rated Baa1/P-2)
for both operating liquidity and other variable rate loans
totaling in all $34 million.  Moody's expect to conclude Moody's
next review of the rating within 90 days.  The matters Moody's
will be reviewing include the nature and extent of the planned
expense cuts, the size of the fall 2010 entering class, revised
net tuition revenue projections and debt structure and risks of
the various Regions Bank obligations.

Key Indicators (Fall 2009 enrollment and Fiscal Year 2009
financial data):

* Full-time equivalent enrollment: 1,443 students

* Freshman applicants accepted: 59%

* Accepted students enrolled: 28%

* Net tuition per student: $10,227 (down 6.1% from $10,888 in FY
  2008)

* Total pro forma direct debt: $53.7 million

* Total financial resources: $62.9 million

* Expendable financial resources: -$16.5 million

* Unrestricted financial resources: -$33.1 million

* Expendable resources to pro forma direct debt: -0.23 times

* Pro forma direct debt to revenue: 1.9 times

* Total financial resources per student: $43,587

* Annual operating margin: -54.3%

* Average operating margin: -32.8%

Rated Debt:

* Private Educational Building Authority of the City of Birmingham
  Series 1996, 1997 and 2002: Ba3

The last rating action with respect to Birmingham-Southern College
was on August 3, 2009, when a municipal finance scale rating of
Ba1 with stable outlook was affirmed.  That rating was
subsequently recalibrated to Ba1 on May 10, 2010.


BLACK GAMING: U.S. Trustee Says Third-Party Release Too Broad
-------------------------------------------------------------
Bankruptcy Law360 reports that the U.S. trustee in the bankruptcy
of Black Gaming LLC has objected to the casino operator's proposed
plan of reorganization, saying it improperly provides a discharge
of liability to nondebtor third parties.  According to Law360, the
trustee said the third-party release covers all causes of action,
except for enumerated carve-outs, related in any way to the
debtors, and encompasses numerous non-debtor entities.

The Hon. Bruce A. Markell of the U.S. Bankruptcy Court for the
District of Nevada will consider at a hearing on June 28, 2010, at
9:30 a.m. (Pacific Daylight Time), the confirmation of Black
Gaming's proposed Plan of Reorganization.

Under the Plan, senior credit facility lenders' claims, other
secured claims, and general unsecured claims will be paid in full
in cash.  Intercompany equity interests will be retained and the
legal, equitable, and contractual rights to which the holders of
the intercompany equity interests are entitled will remain
unaltered.  All unimpaired claims in Classes 1 and 4 will also be
paid contemporaneous with payment of the allowed claims interest
from the petition date at the stated contractual rate for the
claim, or, if no stated contractual rate, the Federal Judgment
Rate.

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

                        About Black Gaming

Headquartered in Las Vegas, Nev., Black Gaming, LLC, is a holding
company and is an owner and operator of three gaming entertainment
properties located in Mesquite, Nevada.

The Company filed for Chapter 11 bankruptcy protection on March 1,
2010 (Bankr. D. Nev. Case No. 10-13301).  Gregory E. Garman, Esq.,
and Talitha B. Gray, Esq., at Gordon & Silver, Ltd., assist the
Company in its restructuring effort.  Kurtzman Carson Consultants
is the Company's claims and notice agent.  In its petition, the
Company listed $10,000,001 to $50,000,000 in assets and
$100,000,001 to $500,000,000 in liabilities.

The Company's affiliates -- B&BB, Inc.; R. Black, Inc.; Casablanca
Resorts, LLC; Casablanca Resorts, LLC; Oasis Interval Ownership,
LLC; Oasis Interval Management, LLC; Oasis Recreational
Properties, Inc.; RBG, LLC; and Virgin River Casino Corporation --
filed separate Chapter 11 petitions.


BLOCKBUSTER INC: NYSE Accepts Exchange Rule Compliance Plan
-----------------------------------------------------------
The New York Stock Exchange has accepted Blockbuster Inc. 's plan
to regain compliance with the  NYSE's minimum average market
capitalization requirement.  As a result, Blockbuster's common
stock will continue to be listed on the NYSE, subject to quarterly
reviews by the Exchange to monitor the Company's progress against
the confidential plan and subject to the Company's compliance with
the other NYSE continued listing requirements.

On March 24, 2010, the NYSE notified Blockbuster that it had
fallen below the NYSE's continued listing standard requiring
that it maintain an average market capitalization of at least
$75 million over a consecutive 30 trading-day period. With the
acceptance of the confidential plan, Blockbuster has until
September 2011 to comply with the average market capitalization
standard.

Separately, on November 17, 2009, the NYSE notified the Company
that it was not in compliance with the NYSE's continued listing
standard that requires the average closing price of the Company's
common stock be no less than $1.00 per share over a consecutive 30
trading-day period.  As the Company previously disclosed, the
Company has put forth a proposal to convert its outstanding Class
B common stock into Class A common stock and rename the Class A
common stock as "common stock," as well as a proposal to effect a
reverse stock split of the Company's common stock, at its June 24,
2010 annual stockholders' meeting.  The Company currently intends
to effect the conversion of the Class B common stock if approved
by stockholders at the annual meeting, and to effect the reverse
stock split if the recapitalization efforts the Company is
currently pursuing do not result in the price of the Company's
common stock increasing such that the Company regains compliance
with the NYSE's minimum price requirement.

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.


BROOKSTONE INC: Extends Offer for Notes at 80% Cash, Debt
---------------------------------------------------------
Brookstone, Inc., on June 18 announced the extension of the offer
by Brookstone Company, Inc., its wholly owned subsidiary, to
purchase for cash or exchange any and all outstanding 12% Second
Lien Secured Notes due 2012 of Brookstone Company and the
solicitation of consents to certain amendments of the related
indenture.  The offer to purchase or exchange and consent
solicitation, which was scheduled to expire on June 18, 2010, has
been extended to 5:00 p.m., New York City time, on July 2, 2010.

According to Bloomberg, for each $1,000 in face amount of existing
12% second-lien notes due 2012, holders can elect between 80% in
cash or a new second-lien note for $800 due in 2017.  If the offer
is oversubscribed for cash, new notes will be substituted for
cash.  Cash to support the offer comes from shareholders.  It is
conditioned on participation by two-third of the outstanding
notes.

                     About Brookstone

Brookstone, Inc. is an innovative product development and
specialty lifestyle retail company that operates more than 300
Brookstone Brand stores nationwide and in Puerto Rico. Typically
located in high-traffic regional shopping malls and airports, the
stores feature unique and innovative consumer products. The
Company also operates a Direct Marketing business that includes
the Brookstone catalog and an e-commerce Web site at
http://www.brookstone.com/

Brookstone is principally owned by three sponsors, Osim
International, J.W. Childs, and Temasek Holdings. In accordance
with the terms governing its publicly held debt, the Company
issues quarterly and annual reports under SEC guidelines.

For the 13-week period ended April 3, 2010, Brookstone reported a
loss from operations of $17.0 million, compared to a loss from
operations of $20.8 million for the comparable 13-week period last
year.  Brookstone reported total net sales of $69.7 million, a
13.5% increase from the comparable 13-week period of 2009.

As of April 3, 2010, Brookstone has assets of $360.21 million
against debts of $270.27 million.


BUTTERMILK TOWNE: Files Schedules of Assets and Liabilities
-----------------------------------------------------------
Buttermilk Towne Center, LLC, filed with the U.S. Bankruptcy Court
for the Eastern District of Kentucky its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $20,274,962
  B. Personal Property            $8,724,992
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $36,384,257
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $4,701,599
                                 -----------      -----------
        TOTAL                    $28,999,954      $41,085,856

Cincinnati, Ohio-based Buttermilk Towne Center LLC owns and
operates a commercial real estate development, known as Buttermilk
Towne Center, located in Crescent Springs, Kenton County,
Kentucky.

The Company filed for Chapter 11 bankruptcy protection on
April 28, 2010 (Bankr. E.D. Ky. Case No. 10-21162).  Paige Leigh
Ellerman, Esq., who has an office in Cincinnati, Ohio, assists the
Company in its restructuring effort.  The Company estimated its
assets and debts at $10,000,001 to $50,000,000.


BUTTERMILK TOWNE: Has Access to BofA's Cash Until August 20
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Kentucky, in
a final order, authorized Buttermilk Towne Center, LLC, to use
cash that may be subject to liens of Bank of America, N.A.

The Debtor would use the cash collateral to fund its Chapter 11
case, pay suppliers and other parties until August 20, 2010.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant the BofA a replacement lien
upon all property of the Debtor of the same type and description
as the prepetition collateral.

As additional adequate protection, the Debtor will commence making
the adequate protection payments to BofA in the amount of $128,861
in June 2010.

                      About Buttermilk Towne

Cincinnati, Ohio-based Buttermilk Towne Center LLC owns and
operates a commercial real estate development, known as Buttermilk
Towne Center, located in Crescent Springs, Kenton County,
Kentucky.

The Company filed for Chapter 11 bankruptcy protection on
April 28, 2010 (Bankr. E.D. Ky. Case No. 10-21162).  Paige Leigh
Ellerman, Esq., who has an office in Cincinnati, Ohio, assists the
Company in its restructuring effort.  The Company estimated its
assets and debts at $10,000,001 to $50,000,000.


CALIFORNIA COASTAL: Luxor Capital to Provide Exit Financing
-----------------------------------------------------------
American Bankruptcy Institute reports that California Coastal
Communities Inc. will seek access to a $182 million exit financing
facility from Luxor Capital Group LP that will fund a
reorganization plan that promises to pay most creditors in full.

                     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.


CAPRIUS INC: Knight Equity Markets Holds 24.41% of Shares
---------------------------------------------------------
Knight Equity Markets, L.P., formerly Knight Securities, L.P.,
disclosed that as of May 28, 2010, it may be deemed to
beneficially own 1,166,242 shares or roughly 24.41% of the common
stock of Caprius, Inc.

Caprius, Inc. -- http://caprius.com/-- is engaged in
manufacturing proprietary equipment for on-site medical waste
processing.  The Company and its subsidiary, M.C.M. Environmental
Technologies, Inc., are headquartered in Hackensack, New Jersey.
The Company's SteriMed Systems (SteriMed and SteriMed Junior)
simultaneously shred and disinfect regulated medical waste,
reducing its volume up to 90%, and rendering it harmless for
disposal as ordinary waste.  The SteriMed Systems are
environmentally friendly and efficiently disinfect infectious
clinical waste, including full sharps containers, dialyzers, blood
lines, bandages, plastic tubing, glass and other waste in a 15
minute cycle.  The patented technology is an alternative to costly
hauling and incineration of medical waste.

Caprius is in default under a Securities Purchase and Sale
Agreement, dated September 16, 2009, with Vintage Capital Group,
LLC.  Under the agreement, Vintage has advanced $2.2 million in
cash to the Company, and subject to the Company fulfilling certain
post-closing covenants and the absence of any event of default, up
to an additional $800,000 may be made available to the Company.

Vintage has said it will consider the feasibility and advisability
of various alternative courses of action with respect to its
investment in the Caprius, including increasing or disposing of
its stake, or proposing changes in the present board of directors
or management of the Company.  As of January 22, 2010, Vintage
beneficially owned 25,602,333 Shares, representing 40% of the
Shares outstanding as reported to Vintage by the Company.


CHEMTURA CORP: Equity Committee Proposes UBS as Advisor
-------------------------------------------------------
The Official Committee of Equity Security Holders for Chemtura
Corp. asks the U.S. Bankruptcy Court for authority to retain UBS
Securities LLC as its financial advisor nunc pro tunc to
January 7, 2010.

The Equity Committee asserts that UBS' services are necessary to
enable it to represent the interests of equity security holders
in the Debtors' Chapter 11 cases.

Specifically, the Equity Committee needs UBS to:

  (a) analyze, evaluate, and assess the business plans,
      historical performance, and forecasts of the Debtors;

  (b) analyze, evaluate, assess, and assist in the determination
      of an appropriate capital structure for the Debtors;

  (c) analyze, evaluate, and assess strategic alternatives for
      the Debtors;

  (d) analyze, evaluate, and assess the Debtors' debt capacity
      in light of their projected cash flows;

  (e) advise and assist the Equity Committee in analyzing,
      structuring and negotiating the financial aspects of any
      transaction, including, without limitation:

         * in reviewing, analyzing, structuring and negotiating
           the financial aspects of potential Transactions,
           including, but not limited to, debt to equity
           conversions, debt maturity extensions, modifications
           to interest rates and financial covenants of debt
           obligations; and

         * in reviewing, analyzing, structuring and negotiating
           any plan of reorganization and the confirmation
           process and in formulating a plan of reorganization;

  (f) represent the Equity Committee in negotiations with the
      Debtors and third parties;

  (g) provide testimony or deposition in court on behalf of the
      Equity Committee with respect to the subject matter the
      firm is retained for, if necessary; and

  (h) render other financial advisory services, financing
      services, or other investment banking services as may from
      time to time be agreed upon by the applicable parties;

it being understood and agreed that UBS will not be obligated to
provide any additional services except as may be agreed to by UBS
in its sole discretion, including with respect to additional fee
arrangements as may be agreed upon by the parties and approved by
the Bankruptcy Court.

For UBS's services, the Equity Committee proposes that the firm
be paid monthly fees and be entitled to transaction fees:

   A. Monthly Fee.  UBS will be paid a non-refundable monthly
      cash advisory fee of $150,000 per month, in advance on the
      first business day of each month, beginning on January 7,
      2010; provided that:

       (x) following the payment of the first six Monthly
           Advisory Fees, all additional Monthly Advisory Fee
           payments will be credited against a transaction fee;
           and

       (y) the Monthly Advisory Fee will be prorated for the
           month of January 2010.

      UBS will not be required to rebate any portion of the
      creditable Monthly Advisory Fees paid in excess of the
      Transaction Fee.

   B. Transaction Fee.  UBS will also be entitled to a
      transaction fee, payable on the date a Transaction is
      consummated that results in any "Common Equity Security
      Recovery," determined according to this 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, payable on the date a
           Transaction is consummated.

       (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, payable on the date a
           Transaction is consummated.

"Common Equity Security Recovery" refers to all consideration
received, distributed or otherwise provided in the aggregate on
account of any and all Common Equity Securities, including cash,
securities, property or other interests in property, instruments,
contract rights, contingent payments or obligations, or any other
form of consideration, and including "Common Equity Securities"
if unimpaired or otherwise retained or distributed.  The value of
any equity security will be equal to the price implied by the
plan value determined by the Court or, if no determination is
made, then the value will equal the value proffered by the
chapter 11 plan proponent, except that the value of any equity
security listed, quoted, or traded on any securities exchange
will be equal to the greater of the price implied by such plan
value and the mean of the prices at the close of business on each
of the five business days following the consummation of a
Transaction.

"Common Equity Securities" refers to the issued and outstanding
common stock, par value $0.01 per share, of Chemtura as of the
date Chemtura filed its bankruptcy cases, including any exchange,
conversion, repurchase, repayment or distribution of or on
account of any such common stock.

Douglas P. Lane, a managing director in the Financial Sponsors
and Leveraged Finance Group for UBS Securities LLC, assures the
Court that his firm is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code.

                     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 OK for Mayer Brown as Litigation Counsel
-----------------------------------------------------------
Mayer Brown LLP is currently employed as a professional of
Chemtura Corp. and its debtor-affiliates in the ordinary course of
business.  Mayer Brown represents the Debtors in connection with,
among other things, defending personal injury claims related to
certain products formerly manufactured or distributed by the
Debtors, including diacetyl.

The fees and expenses of Mayer Brown relating to the diacetyl
litigation were to be paid by the Debtors' insurance providers
who had assumed the defense costs for the litigation.  The
Insurance Providers, however, have not been paying Mayer Brown's
fees and expenses and have recently commenced litigation against
the Debtors regarding their duty to defend Debtors.

The Debtors add that the Insurance Providers have also recanted
their agreement to defend the Debtors, leaving over $2,000,000 in
unpaid fees and expenses owed to various professionals, including
Mayer Brown.  As a result, the Debtors believe that it is
necessary to expand the scope of Mayer Brown's ordinary course
retention by retaining the firm pursuant to Section 327(e) of the
Bankruptcy Code to enable them to pay the firm's fees and
expenses and to secure the firm's continued services in relation
to the diacetyl litigation.

Accordingly, through an application, the Debtors obtained
authority from the Bankruptcy Court to expand the scope of Mayer
Brown's retention.  The Debtors specifically asked the Court for
permission to employ Mayer Brown as special litigation counsel nun
pro tunc to March 18, 2009, pursuant to Section 327.

As special litigation counsel, Mayer Brown is expected to:

  (a) assist with the defense of the Debtors with respect to the
      consolidated diacetyl claims;

  (b) assist the Debtors with respect to evaluating the
      approximately 375 diacetyl-related proofs of claim;

  (c) assist the Debtors with respect to the insurance
      litigation as it relates to diacetyl issues; and

  (d) provide advice and defense with respect to the diacetyl
      claims.

The Debtors will pay Mayer Brown on an hourly basis and will
compensate the firm for its necessary out-of-pocket expenses.
Mayer Brown's hourly rates are:

    Partners                    $580
    Of Counsel                  $531
    Associates                  $373
    Trainees/Paralegals         $216

A consequence of the dispute with the Insurance Providers has
been the accrual of substantial, unpaid postpetition fees and
expenses incurred by Mayer Brown, the Debtors note.  Those
amounts, together with the unpaid portion of any ordinary course
fees and expenses not related to the Diacetyl Litigation, have
totaled approximately $2,536,408 as of March 31, 2010, subject to
further adjustment based on the Debtors' continuing review of
underlying invoices submitted by Mayer Brown.

While reserving all rights against their insurance providers for
payment of all or any portion of Accrued Postpetition Fees and
all other fees and expenses relating to the Diacetyl Litigation,
subject to obtaining the relief sought under the Mayer Brown
Employment Application and in accordance with the Court's Interim
Compensation Procedures Order, the Debtors relate that they
intend to pay the Accrued Postpetition Fees in monthly
installments over the next 10 months in accordance with the terms
of a payment plan they intend to enter with Mayer Brown.

Fees and expenses incurred by Mayer Brown from and after April 1,
2010, will be paid by the Debtors pursuant to the Court-approved
Interim Compensation Procedures.

During the 90-day period before the Petition Date, Mayer Brown
received payments in the ordinary course from the Debtors
totaling $245,478.03 for professional services performed and
expenses incurred.  Additionally, Mayer Brown filed Claim No.
9449 against Chemtura Corporation on October 28, 2009, as an
unsecured claim for $1,221,748.

                     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: Waives Pre-1985 Employees' Procedural Default
------------------------------------------------------------
To recall, Chemtura Corp. opposed a request made by several
Uniroyal Non-Union Retirees who began employment prior to
January 1, 1985, and retired after December 31, 1986, to have the
Bankruptcy Court stay the enforcement of its order granting the
Debtors authority to modify or terminate post-employment welfare
benefits, until a pending appeal is decided on.

The Pre-1985 Employees took an appeal to the U.S. District Court
for the Southern District of New York of the Bankruptcy Court's
ruling.

The Bankruptcy Court, however, granted reargument of the Pre-1985
Employees' stay request as the Bankruptcy Court acknowledged that
it failed to consider certain matters, which are arguably
relevant to certain factors applicable to consideration of the
stay request.

Subsequently, in a Bankruptcy Court-approved stipulation, the
Debtors agreed to waive the Pre-1985 Employees' procedural
default and proceed to the merits of the Pre-1985 Employees'
objection to the OPEB Motion.

The Parties agree to submit legal briefing on the "legal issue"
and the Uniroyal Retirees will file their opening legal brief on
June 25, 2010.  The Debtors will respond by July 9, and the
Uniroyal Retirees will reply by July 16.  The Debtors may file a
surreply by July 23.  Oral argument has been scheduled by the
Bankruptcy Court for August 4, at 9:45 a.m. EDT.

The Debtors and the Pre-1985 Employees agree to defer all fact
discovery on the Uniroyal Retirees' objection to the OPEB Motion
until the Bankruptcy Court will have resolved the Legal Issue.

The Bankruptcy Court will reserve ruling on the propriety of any
application to appoint a committee under Section 1114 of the
Bankruptcy Code at a later date.

                     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: Wins Nod for Kilpatrick as Special Counsel
---------------------------------------------------------
Chemtura Corp. and its units received the Bankruptcy Court's
permission to employ Kilpatrick Stockton LLP as their special
counsel nunc pro tunc to March 22, 2010.

Billie S. Flaherty, Esq., the Debtors' senior vice president,
general counsel and secretary, notes that Jeffrey M. Lenser,
Esq., a partner at Kilpatrick Stockton, was formerly a partner at
Howrey LLP until March 19, 2010.  Mr. Lenser was originally
retained by the Debtors as special counsel to represent them in
connection with insurance coverage litigation and counseling.

As a result of Howrey LLP's and Mr. Lenser's previous engagements
with the Debtors, Kilpatrick Stockton and its lawyers, including
Mr. Lenser and other lawyers formerly employed by Howrey LLP who
have now joined Kilpatrick Stockton, have considerable
institutional knowledge concerning the Debtors and are already
familiar with the Debtors' business affairs to the extent
necessary for the scope of the proposed and anticipated services
related to insurance coverage litigation and counseling and other
matters, Mr. Flaherty points out.

The Debtors aver that they need Kilpatrick Stockton to represent
them in connection with insurance coverage litigation and
counseling.  Kilpatrick Stockton's contemplated services for the
Debtors will involve, among other things:

  (a) Insurance counseling relating to legacy liabilities;

  (b) Insurance procurement;

  (c) Insurance claim handling and prosecution;

  (d) Coordination of defense for asbestos and toxic tort
      claims; and

  (e) Insurance coverage litigation relating to diacetyl claims.

The Debtors will pay Kilpatrick Stockton on an hourly basis and
compensate the firm for its necessary out-of-pocket expenses.
Kilpatrick Stockton's hourly rates are:

    Partners                    $375 to $730
    Counsel                     $310 to $725
    Associates                  $240 to $460
    Paralegals                  $120 to $265

In his declaration, Mr. Lenser assures the Court that Kilpatrick
Stockton is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code.

                     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)


COLONIAL BANCGROUP: TBW Sold $1.5BB in Fake Loans, Says SEC
-----------------------------------------------------------
The Securities and Exchange Commission said June 16 that it
charged the former chairman and majority owner of what was once
the nation's largest non-depository mortgage lender with
orchestrating a large-scale securities fraud scheme and attempting
to scam the U.S. Treasury's Troubled Asset Relief Program.

The SEC alleges that Lee B. Farkas through his company Taylor,
Bean & Whitaker Mortgage Corp. sold more than $1.5 billion worth
of fabricated or impaired mortgage loans and securities to
Colonial Bank.  Those loans and securities were falsely reported
to the investing public as high-quality, liquid assets.
Mr. Farkas also was responsible for a bogus equity investment that
caused Colonial Bank to misrepresent that it had satisfied a
prerequisite necessary to qualify for TARP funds.  When Colonial
Bank's parent company -- Colonial BancGroup, Inc. -- issued a
press release announcing it had obtained preliminary approval to
receive $550 million in TARP funds, its stock price jumped 54
percent in the remaining two hours of trading, representing its
largest one-day price increase since 1983.

"As the country's mortgage markets began to falter, Farkas
arranged the sale of more than one billion dollars worth of
mortgage loans and securities he knew to be fictitious or
impaired," said Lorin Reisner, Deputy Director of the SEC's
Division of Enforcement.  "Farkas also lied about a sham equity
investment he engineered to defraud U.S. taxpayers and the U.S.
Treasury's Troubled Asset Relief Program."

According to the SEC's complaint, filed in U.S. District Court for
the Eastern District of Virginia, Mr. Farkas executed the
fraudulent scheme from March 2002 until August 2009, when TBW - a
privately-held company headquartered in Ocala, Fla. - filed for
bankruptcy.  TBW was the largest customer of Colonial Bank's
Mortgage Warehouse Lending Division (MWLD).  Because TBW generally
did not have sufficient capital to internally fund the mortgage
loans it originated, it relied on financing arrangements primarily
through Colonial Bank's MWLD to fund such mortgage loans.

According to the SEC's complaint, TBW began to experience
liquidity problems and overdrew its then-limited warehouse line of
credit with Colonial Bank by approximately $15 million each day.
The SEC alleges that Mr. Farkas pressured an officer at Colonial
Bank to assist in concealing TBW's overdraws through a pattern of
"kiting" whereby certain debits to TBW's warehouse line of credit
were not entered until after credits due to the warehouse line of
credit for the following day were entered.  As this kiting
activity increased in scope, TBW was overdrawing its accounts with
Colonial Bank by approximately $150 million per day.

The SEC alleges that in order to conceal this initial fraudulent
conduct, Mr. Farkas devised a plan for TBW to create and submit
fictitious loan information to Colonial Bank.  Mr. Farkas also
directed the creation of fictitious mortgage-backed securities
assembled from the fraudulent loans.  By the end of 2007, the
scheme consisted of approximately $500 million in fake residential
mortgage loans and approximately $1 billion in severely impaired
residential mortgage loans and securities.  As a direct result of
Mr. Farkas's misconduct, these fictitious and impaired loans were
misrepresented as high-quality assets on Colonial BancGroup's
financial statements.

The SEC alleges that in addition to causing Colonial BancGroup to
misrepresent its assets, Mr. Farkas caused BancGroup to misstate
to investors and TARP officials that it had obtained commitments
for a $300 million capital infusion, which would qualify Colonial
Bank for TARP funding.  Mr. Farkas falsely told BancGroup that a
foreign-held investment bank had committed to financing TBW's
equity investment in Colonial Bank.  Contrary to his
representations to BancGroup and the investing public, Mr. Farkas
never secured financing or sufficient investors to fund the
capital infusion.  When BancGroup and TBW later mutually announced
the termination of their stock purchase agreement, essentially
signaling the end of Colonial Bank's pursuit of TARP funds,
BancGroup's stock declined 20 percent.

The SEC's complaint charges Mr. Farkas with violations of the
antifraud, reporting, books and records and internal controls
provisions of the federal securities laws.  The SEC is seeking
permanent injunctive relief, disgorgement of ill-gotten gains with
prejudgment interest, and financial penalties.  The SEC also seeks
an officer-and-director bar against Farkas as well as an equitable
order prohibiting him from serving in a senior management or
control position at any mortgage-related company or other
financial institution and from holding any position involving
financial reporting or disclosure at a public company.

The SEC's case was investigated by William P. Hicks, M. Graham
Loomis, Aaron W. Lipson, Yolanda L. Ross and Barry R. Lakas of the
Atlanta Regional Office. The SEC acknowledges the assistance of
the Fraud Section of the U.S. Department of Justice's Criminal
Division, the Federal Bureau of Investigation, the Office of the
Special Inspector General for the TARP, the Federal Deposit
Insurance Corporation's Office of the Inspector General, and the
Office of the Inspector General for the U.S. Department of Housing
and Urban Development.  The SEC brought its enforcement action in
coordination with these other members of the Financial Fraud
Enforcement Task Force.

The SEC's investigation is continuing.

A copy of the SEC complaint is available for free at:

            http://researcharchives.com/t/s?6530

                        About Taylor, Bean

Taylor, Bean & Whitaker Mortgage Corp. is a 27-year-old company
that grew from a small Ocala-based mortgage broker to become one
of the largest mortgage bankers in the United States.  In 2009,
Taylor Bean was the country's third largest direct-endorsement
lender of FHA-insured loans of the largest wholesale mortgage
lenders and issuer of mortgage backed securities.  It also managed
a combined mortgage servicing portfolio of approximately
$80 billion.  The company employed more that 2,000 people in
offices located throughout the United States.

Taylor Bean filed for Chapter 11 on August 24 (Bankr. M.D. Fla.
Case No. 09-07047). Taylor Bean filed under Chapter 11 three weeks
after federal investigators searched its offices.  The day
following the search, the Federal Housing Administration, Ginnie
Mae and Freddie Mac prohibited the company from issuing new
mortgages and terminated servicing rights.

Taylor Bean has more than $1 billion of both assets and
liabilities, and between 1,000 and 5,000 creditors, according to
the bankruptcy petition.

                     About Colonial BancGroup

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

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


COMPASS MINERALS: S&P Raises Corporate Credit Rating to 'BB+'
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
corporate credit rating on Compass Minerals International Inc. to
'BB+' from 'BB'.

"The upgrade reflects S&P's expectation that the company's
performance will continue to support credit metrics remaining at a
level S&P considers more in line with a higher rating," said
Standard & Poor's credit analyst Sherwin Brandford.

S&P expects recent-12-month EBITDA to remain in the $300 million
range in the near term, resulting in leverage remaining well under
3.5x.

S&P also raised the issue-level ratings and revised the recovery
ratings on the company's debt:

The issue-level rating on the company's $125 million revolving
credit facility due 2010 and $477 million senior secured term loan
facility due 2012 (which includes its $127 million incremental
term loan) were both raised to 'BBB' (two notches above the
corporate credit rating) from 'BB+' while the recovery ratings on
both issues were revised to '1' from '2'.  The '1' recovery rating
indicates S&P's expectation of very high (90% to 100%) recovery in
the event of a payment default.

The issue-level rating on the $100 million senior unsecured notes
due 2019 was raised to 'BB+' (the same level as the corporate
credit rating) from 'B+' while the recovery rating was revised to
'3', indicating the expectation of meaningful (50% to 70%)
recovery in the event of a payment default, from '6'.


CONTINENTAL AIRLINES: Registers Class B Shares Under 2010 Plan
--------------------------------------------------------------
Continental Airlines, Inc., on June 9, 2010, filed with the
Securities and Exchange Commission a FORM S-8 REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933 to register 3,750,000
Shares of Class B Common Stock, par value $0.01 per share.  The
shares are issuable under the CONTINENTAL AIRLINES, INC. INCENTIVE
PLAN 2010.  The proposed maximum aggregate offering price for the
shares is $83,962,500.

A full-text copy of the registration statement is available at no
charge at http://ResearchArchives.com/t/s?652c

                        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.


CONVERSION SERVICES: Board Elects Brian Walton as Member
--------------------------------------------------------
The Board of Directors of Conversion Services International Inc.
elected Brian Walton as a member of the Board to fill a vacancy,
effective immediately, to serve on the Board until the next annual
meeting of the Company's stockholders or such time as his
successor is elected.

Brian Walton, 54, retired in June 2008 after 30 years with the
IBM Corporation, having served in numerous marketing, product
development and technical sales executive roles both in the
Americas and globally.  Mr. Walton has experience with complex
global IT enterprises down to small businesses in both direct
client-facing and business partner sales and support models.  The
Connecticut resident holds a bachelor's degree in mathematics from
the University of Nebraska at Omaha.

                     About Conversion Services

East Hanover, New Jersey-based Conversion Services International,
Inc. is a technology and business process improvement and
management firm providing professional services to the Global 2000
as well as mid-market clientele.

Frieman LLP, in East Hanover, N.J., expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has incurred recurring
operating losses, negative cash flows, is not in compliance with a
covenant associated with its Line of Credit and has significant
future cash flow commitments.

As of March 31, 2010, the Company had a cash balance of
approximately $96,740, compared to $96,957 at December 31, 2009,
and a working capital deficiency of $800,000.


CORUS BANKSHARES: Court Gives Interim OK for Stock Transfer Limits
------------------------------------------------------------------
The Hon. Pamela S. Hollis of U.S. Bankruptcy Court Northern
District of Illinois approved, on an interim basis, Corus
Bankshares' request to set notification and hearing procedures for
transfers of certain common stock.

The interim order provides, among other things, that shareholder
must file a notice of such status within 40 days of the date of
the Notice of Order or 10 days after becoming a Substantial
Shareholder.  In addition, the Interim Order provides that prior
to an entity effectuating any transfer of Beneficial Ownership of
the Company's Common Stock, such entity must file a Declaration
with the Court and the Company has 15 days in which to object to
any such transfer.

The Bankruptcy Court will hold a hearing to consider entering the
Interim Order on a final basis on July 9, 2010 at 11:00 a.m. Any
objections to the Interim Order are required to be filed with the
Bankruptcy Court no later than July 6, 2010 at 4:00 p.m. (Central
Time).

A full-text copy of Court's interim order is available for free
at http://ResearchArchives.com/t/s?652e

A full-text copy of the declaration of status is available for
free at http://ResearchArchives.com/t/s?652f

                       About Corus Bankshares

Corus Bankshares, Inc., is a bank holding company.  Its lone
operating unit, Corus Bank, N.A., closed September 11, 2009, by
regulators and the Federal Deposit Insurance Corporation was named
receiver.  To protect the depositors, the FDIC entered into a
purchase and assumption agreement with MB Financial Bank, National
Association, Chicago, Illinois, to assume all of the deposits of
Corus Bank.

The company filed for Chapter 11 bankruptcy protection on June 15,
2010 (Bankr. N.D. Ill. Case No. 10-26881).  David R. Seligman,
Esq., at Kirkland & Ellis LLP, represents the Debtor in its
restructuring efforts.  The company selected Kinetic Advisors as
Restructuring Advisor; Plante & Moran, auditors & accountants; BMC
Group Inc., Claims agent.  The company listed assets of
$314,145,828, and debts of $532,938,418 as of June 15, 2010.


CREDITWEST CORP: Creditors Committee Wants to File Competing Plan
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
case of Creditwest Corporation asks the U.S. Bankruptcy Court for
the Northern District of California to:

   -- terminate the Debtor's exclusive period to file a plan of
      reorganization; and

   -- permit the filing of a competing Plan.

According to the Committee, the Debtor failed to meet projected
purchases of new contracts by 50%; and failed to make any
reductions in operating expenses.

The Committee is represented by:

     MacConaghy & Barnier, PLC
     John H. MacConaghy, Esq.
     Jean Barnier, Esq.
     Monique Jewett-Brewster, Esq.
     645 First St. West, Suite D
     Sonoma, CA 95476
     Tel: (707) 935-3205
     Fax: (707) 935-7051
     E-mail: jbarnier@macbarlaw.com

                    About CreditWest Corporation

Rohnert Park, California-based CreditWest Corporation filed for
Chapter 11 bankruptcy protection on April 4, 2010 (Bankr. N.D.
Calif. Case No. 10-11212).  The Company estimated its assets and
debts at $10,000,001 to $50,000,000.


DELTA TUCKER: Moody's Assigns 'Ba3' Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service assigned Ba3 Corporate Family and
Probability of Default Ratings to Delta Tucker Sub, Inc., the
interim company used in the proposed acquisition of DynCorp
International, Inc.,  by Cerberus Capital Management, L.P. Merger
Sub will be merged with and into DynCorp at the closing of the
transaction.

Concurrently, Moody's assigned a Ba1 rating to the proposed
$565 million senior secured Term Loan B and $150 million revolving
credit facilities and B1 to the proposed $455 million senior
unsecured notes, which along with about $560 million of sponsor
equity and $107 million of balance sheet cash, will be used to
finance the acquisition and repay existing debt at DynCorp
International LLC.  A liquidity rating of SGL-3 was also assigned
to the new company and a ratings outlook of stable.  The
transaction is anticipated to close in the second half of calendar
year 2010.  In a related action Moody's confirmed the existing
ratings of DynCorp International LLC detailed below.  This
concluded the review for possible downgrade initiated April 12,
2010 at the time of the buyout announcement.  These ratings will
be withdrawn upon completion of the transaction.

Moody's believes that a Ba3 CFR can be maintained post the
transaction despite the significant increase in funded debt and a
more than 1 turn increase in the company's adjusted leverage.
While more weakly position in the Ba3 rating category, and any
near or intermediate term upgrade unlikely, DynCorp's financial
metrics will still remain consistent with the rating category and
the expected financial performance for the next several years
should solidify its rating position.

The Ba3 Corporate Family Rating continues to reflect the company's
long and well established position as a major provider of
specialized mission critical services outsourced by the U.S.
Department of Defense and the Department of State, and its strong
revenue and operating income growth over the last several years
with revenue nearly doubling to $3.6 billion from $2.0 billion
since 2006 and operating income of over $210 million from about
$100 million in the same timeframe.  Prospects for continued
growth are high with favorable industry fundamentals as the
government policy continues contractor-outsourcing to maximize
combat troop strength.  DynCorp's total backlog is over
$5.5 billion with an estimated remaining contract value in excess
of $12 billion.  Despite some combat driven slowdown in Iraq based
activity, the LOGCAP IV program which provides logistics support
to U.S. and allied forces for both combat and peacekeeping
activities in southern Afghanistan and the Administration's "soft
power" strategy should drive revenue growth over the next couple
of years.  With minimal capex requirement typical of service
companies and now a largely cost-plus and time and material
contract base, strong cash flow generation is expected to provide
rapid deleveraging capabilities.  The rating is further supported
by the company's good liquidity profile as evidenced by the
company's expected strong cash generation, balance sheet cash
position and ample revolver availability with limited near-term
usage expected.

The rating however additionally considers the increased leverage
as a result of the buyout by Cerberus to over 4.0x Debt to EBITDA
(per Moody's standard adjustments), the high level of customer and
to a degree program concentration and the very significant
reliance on Middle East activity with 73% of its fiscal year 2010
revenue coming from this region, up from 52% in 2008.  The ratings
also incorporate the naturally competitive contract environment
with additional pressure likely, notably from Tier 1 OEM's as the
defense budget shifts more to O&M activity.  The rating considers
the working capital stress associated with rapid revenue changes,
security clearance and personnel safety issues, as well as the
risk of cancellation or expiration of contracts without renewal
reflective of changes in government policy, priorities, and focus.
Additionally, 76% of DynCorp's revenue was derived from task
orders under IDIQ (indefinite delivery, indefinite quantity)
contracts for the 2010 year, with little likelihood of change
expected medium term.  IDIQ contracts provide a basis and scope
for future activity, but do not represent firm orders and often
are awarded to multiple contractors.  DynCorp's Civilian Police
Program, LOGCAP IV, Inscom, and Contract Field Teams contracts are
notable programs performed under IDIQ.

The stable outlook reflects Moody's expectation that DynCorp will
continue to experience revenue growth driven by its substantial
backlog and after the near-term anticipation of funding working
capital, it is expected that the company will utilize free cash
flow to pay down its outstanding indebtedness and reduce leverage.
The credit agreement also includes an excess cash flow sweep.

The company's Speculative Grade Liquidity ("SGL") rating of SGL-3
post the transaction reflects expectation for the maintenance of
an adequate liquidity profile over the next four quarters
following the completion of the buyout.  It is anticipated that
the company's expected near-term substantial revenue growth will
require further investment in working capital, resulting in
temporary utilization of its revolving credit facility.  DynCorp
is expected to have adequate covenant cushion under the new
facilities and thus full revolver availability (aside from LC
usage) during the next 12 to 18 months.  The change to SGL-3 from
the SGL-2 rating pre-tranaction reflects the reduction in the size
of the revolving credit facility to $150 million from $200 million
and the application of some of existing cash balances to partially
fund the acquisition.

Ratings Assigned -- Delta Tucker Sub, Inc. to be merged with and
into DynCorp International, Inc.:

* Corporate Family Rating, Ba3;

* Probability of Default, Ba3;

* $150 million senior secured revolving credit facility, Ba1
  (LGD2, 27%);

* $565 million senior secured term loan B, Ba1 (LGD2, 27%);

* $455 million senior unsecured notes, B1 (LGD5, 79%);

* Speculative Grade Liquidity Rating, SGL-3.

These ratings for DynCorp International LLC (an operating
subsidiary of DynCorp International, Inc.) are confirmed and will
be withdrawn at the close of the proposed transaction:

* Corporate Family Rating, Ba3;
* Probability of Default, Ba3;
* Senior Secured revolving credit facility, Baa3 (LGD2, 11%);
* Senior Secured term loan, Baa3 (LGD2, 11%);
* 9.5% senior subordinated notes, B1 (LGD4, 68%);
* Speculative Grade Liquidity rating, SGL-2.

The last rating action was on April 12, 2010, when DynCorp
International LLC's ratings were placed on review for possible
downgrade.

DynCorp International Inc., headquartered in Falls Church, VA, is
a provider of specialized services primarily to the U.S.
Department of Defense and Department of State.  The company
reports results in these segments: Global Stabilization and
Development Solutions, Global Platform Support Solutions, and
Global Linguistics Solutions, a 51% owned joint venture.
Principal services provided by DynCorp include training civilian
police in developing countries, foreign language translation and
interpretation services, eradication of narcotics crops in Asia
and Latin America, and managing aviation and surface vehicle
services and assets for the U.S. military at locations across the
U.S. and abroad.  Revenues for the fiscal year ended April 2,
2010, were approximately $3.6 billion.


DENBURY RESOURCES: S&P Gives Stable Outlook; Keeps 'BB' Rating
--------------------------------------------------------------
Standard & Poor's Rating Services revised its outlook on Denbury
Resources Inc. to stable from negative.  At the same time, S&P
affirmed the 'BB' corporate credit rating.  S&P also affirmed the
'BB' (the same as the company's corporate credit rating) issue-
level rating on the company's senior subordinated debt.  S&P
revised the recovery rating on this debt to '3' from '4',
indicating the expectation for meaningful (50% to 70%) recovery in
the event of payment default.

"The outlook revision reflects the company's strong liquidity
profile following asset sales," said Standard & Poor's credit
analyst Marc Bromberg.  Denbury paid down $830 million on its
$1.6 billion revolver.  Pro forma for the paydown, approximately
$1.56 billion was available on the facility and more than
$100 million of cash at March 31, 2010.  The ratings also
incorporate higher oil prices, which benefits Denbury because
more than 80% of its production is oil.

In addition, the stable outlook is based on S&P's expectation that
potential asset sales would support the company's capital
expenditure plan, which S&P expects will exceed operating cash
flow by $250 million in 2010 and a similar amount in 2011 under
Standard & Poor's revised price deck published in April 2010.
(Denbury is currently marketing its Haynesville and Encore Energy
Partners assets).

Denbury's financial profile has improved following its
$900 million sale of Permian, Mid-Continent, and East Texas basin
assets (Southern assets) that the company had acquired via the
Encore Acquisition transaction.  The company used these proceeds
to pay down $830 million of the $869 million outstanding on its
$1.6 billion revolving credit facility, leaving gross adjusted
debt, pro forma for the transaction, at about $2.97 billion.
Based on combined last-12-months EBITDA at Dec. 31, 2009
(Denbury's first quarter reflects only the consolidated numbers as
of March 9, 2010, so S&P considers full-year 2009 numbers to be
more reflective on a forward-looking basis), S&P estimate
leverage, pro forma for the paydown, of approximately 2.2x and
funds from operations (FFO) to debt of about 30%.  Even with lower
EBITDA following the sale of the Southern assets, which
contributed about $50 million, S&P considers these credit metrics
to be adequate for the current rating.  For 2010 S&P expects
leverage to range between 2.5x-3.0x, reflecting borrowing on the
revolver to fund capital expenditures and the combined EBITDA
following the Southern asset sale.  S&P would expect this number
to decrease to near 2.0x by the end of 2011.

S&P could take a negative rating action if the company
meaningfully outspends internally generated cash flow, beyond
$250 million in 2010, or if it outspends cash flow in 2011 such
that FFO to debt falls below 20%, and the company has no clear
path to deleveraging.  S&P does not anticipate raising its ratings
on Denbury in the near term.


DYNCORP INTERNATIONAL: S&P Assigns 'BB-' Corporate Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to Falls Church, Va.-based DynCorp International
Inc.  At the same time, S&P assigned its 'BB' issue-level rating
and '2' recovery rating to the company's proposed $715 million
secured credit facility and its 'B' issue-level rating and '6'
recovery rating to the proposed $455 million of unsecured notes.
The outlook is stable.

The ratings on DynCorp International LLC, the company's principal
subsidiary and the issuer of the current debt, including the 'BB'
corporate credit rating, remain on CreditWatch with negative
implications.  S&P will withdraw these ratings once the
acquisition is completed and the rated debt is repaid.

On April 12, 2010, DynCorp International agreed to be acquired by
Cerberus Capital Management LP for a total of $1.7 billion,
including fees and expenses.  Cerberus is paying $17.55 per share
for the company's common stock, a 50% premium over recent trading
levels.  A $565 million secured term loan, $455 million of
unsecured notes, about $560 million of common equity from
Cerberus and cash on hand at DynCorp International will finance
the acquisition.

"S&P could lower the ratings if funding for key programs declines
due to changes in U.S. foreign policy, the company loses a major
contract, or leverage increases materially to fund new contracts
or acquisitions, resulting in debt to EBITDA above 5x or funds
from operations to total debt consistently below 10," said
Standard & Poor's credit analyst Christopher DeNicolo.  "S&P could
raise the ratings if stronger demand for the company's services
results in higher-than-expected earnings and quicker debt
reduction, with debt to EBITDA below 3x and FFO to total debt
above 20%," he continued.


EAST WEST RESORT: Gray's Crossing Seeks Dismissal of Unit's Case
----------------------------------------------------------------
The town of Truckee, California and Truckee Donner Public Utility
District Community Facilities District No. 04-1 (Gray's Crossing)
jointly filed a motion asking the bankruptcy court to dismiss the
chapter 11 case of Gray's Station, LLC, which is an affiliate of
East West Resort Development V, L.P., L.L.L.P. and is having its
chapter 11 case jointly administered with the chapter 11 cases of
East West Resort Development and its other affiliates, netDockets
Blog reports.

According to the report, the motion asserts that "the Debtors and
other key creditors of Gray's - Societe Generale and International
Fidelity Insurance Company - do not object to the dismissal of
Gray's' Chapter 11 case."  The report relates that the debtor owns
real property known as Gray's Crossing, a development consisting
of four residential neighborhoods and a golf course (although the
golf course property is not owned by Gray's Station) in the Lake
Tahoe area.

                     About East West Resort

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

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

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


EL PASO: Moody's Assigns 'Ba1' Rating on Add-On Notes
-----------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to the add-on
notes offering for El Paso Pipeline Company Operating Company
L.L.C.  EPB is the operating subsidiary of El Paso Pipeline
Partners, L.P.  Moody's also affirmed EPB Operating's Ba1
Corporate Family Rating rating, the Ba1 Probability of Default
Rating, Ba1 (LGD 4, 50%) senior unsecured rating, and SGL-3
rating.  The outlook is stable.

Proceeds from the new notes will be used to partially fund EPB's
purchase of an additional 16% ownership interest in Southern
Natural Gas, a regulated interstate pipeline system owned by El
Paso Corp. the general partner and majority owner of EPB.  Total
consideration for the incremental interest in SNG is $394 million
of cash plus the assumed proportion of SNG debt, with $283 million
of equity already issued to fund the purchase.  The purchase will
increase EPB's total ownership interest in SNG to 41%.

The affirmation of the Ba1 CFR reflects the expectation that EPB
would likely increase its ownership in the assets where it does
not own a 100% interest.  The acquisition of the additional
interest in SNG adds to EPB's investment grade asset base of
mostly regulated interstate pipeline assets.  The approximate two-
thirds equity funded purchase keeps the company's leverage profile
in-line with expectations for the rating while enhancing the
overall scale and improving the balance in earnings and cash
flows.

The Ba1 CFR also reflects the significant amount of structural
complexity through these equity interests and the fact that EP is
the General Partner of EPB, owns the majority of the L.P. units of
EPB, and also owns the remaining equity interests in EPB's assets.
Unlike the natural gas pipelines that Moody's rate investment
grade on a stand-alone basis, the additional feature of the MLP
distributions and the lack of 100% ownership of the equity
interests in the assets results in the CFR being two levels above
El Paso but one below the Baa3 rating on the pipelines, given its
proportional ownership interest in most of its assets along with
EP being the general partners and owner of the remaining interest
in EPB 's assets.

Under Moody's Loss Given Default methodology, the new and existing
notes are rated the same as the CFR.  The notes are ranked pari-
passu with the senior revolving credit facility, which is also
unsecured, making up the majority of the liability waterfall under
LGD.

The last rating action for El Paso Pipeline Partners Operating
Company, L.L.C., was on March 25, 2010, when Moody's assigned
first time ratings.

El Paso Pipeline Partners Operating Company, L.L.C., is the
subsidiary holding company for El Paso Pipeline Partners, L.P., a
Master Limited Partnership headquartered in Houston, Texas.


EQUITY MEDIA: Gives Up Reorganization, Seeks Chapter 7
------------------------------------------------------
BankruptcyData.com reports that Equity Media Holdings filed with
the U.S. Bankruptcy Court a motion seeking to convert its
Chapter 11 reorganization case to a case under Chapter 7
liquidation.  "At this point, the Debtors see no possibility of a
successful reorganization, their post-petition secured loan
obligations to their DIP Lenders have come due, and the Debtors
have no funds with which to continue to operate in chapter 11,"
according to the motion obtained by BData.

Little Rock, Arizona-based Equity Media Holdings Corp. --
http://www.emdaholdings.com/-- fka Equity Broadcasting
Corporation, dba Coconut Palm Acquisition Corp. and Equity
Broadcasting Corp., operates 121 television stations including 23
full power, 38 Class A and 60 low power stations.  The company was
founded in 1998.  The company filed for Chapter 11 protection on
Dec. 8, 2008 (Bankr. E. D. Ark. Case No. 08-17646).  Patrick J.
Neligan, Jr., Esq., at Neligan Foley LLP, in Dallas, Texas, and
James F. Dowden, Esq., in Little Rock, Arizona, represents the
company in its restructuring effort.  The company listed assets of
$100,000,000 to $500,000,000 and debts of $50,000,000 to
$100,000,000.


FAIRFAX FINANCIAL: Fitch Upgrades Senior Debt Rating From 'BB+'
---------------------------------------------------------------
Fitch Ratings has upgraded the ratings of Fairfax Financial
Holdings Limited:

  -- Issuer Default Rating to 'BBB' from 'BBB-';
  -- Senior debt to 'BBB-' from 'BB+'.

In addition, Fitch has assigned a 'BBB-' rating to Fairfax's
CDN$275 million issue of unsecured senior notes due 2020.  Fitch
has also taken various rating actions on the ratings of Fairfax's
wholly owned subsidiaries, including upgrading the Insurer
Financial Strength ratings of Crum & Forster Insurance Group to
'A-' from 'BBB' and Northbridge Financial Insurance Group
(Northbridge) to 'A-' from 'BBB+' and downgrading the IFS rating
of Zenith Insurance Company to 'A-' from 'A'.  A full list of
rating actions is shown below.  The Rating Outlook is Stable.

Fitch's rating actions reflect Fairfax's improved capitalization,
strong profitability, reasonable financial leverage and sizable
cash position.  Partially offsetting these positives are
anticipated challenges in the overall competitive
property/casualty market rate environment and the potential for
additional adverse reserve development, particularly on older
accident years and in runoff operations.

The rating actions follow a comprehensive review of Fairfax and
its subsidiaries in the context of Fitch's group rating
methodology criteria.  Fitch considers Fairfax to have two
separate core businesses, primary property/casualty insurance
through Crum & Forster (U.S), Northbridge (Canadian), and most
recently, Zenith (specialty workers' compensation) and reinsurance
through Odyssey Re.  As a result, Fitch applies a group approach
separately to each core business, with the primary
property/casualty IFS rating at 'A-' and Odyssey Re's IFS rating
at 'A-'.  Previously, Fitch's ratings of Fairfax's operating
businesses were rated at stand-alone levels.

This revised group approach reflects the assignment of group
ratings to all four of Fairfax's wholly owned major insurers, with
Fairfax completing its acquisition of Zenith National Insurance
Corp in May 2010, and Northbridge and Odyssey Re returning to 100%
ownership by Fairfax in 2009.  Going forward, Fairfax should
benefit from increased upstream dividend capacity through its
wholly owned operating subsidiaries.  Furthermore, while the
company's insurance groups will continue to operate under a
decentralized management approach, with investment management
centralized at Fairfax, Fitch expects that Fairfax will continue
to demonstrate a willingness to provide support to its insurance
operating subsidiaries.

Fairfax's common shareholders' equity has increased significantly
in recent years, including 62% growth since year-end 2008 to
$7.9 billion at March 31, 2010, driven by strong net income,
equity issuances primarily for acquisitions and improvements in
the unrealized investment gain/loss position.  Furthermore,
Fairfax's insurance company capitalization has improved in recent
years, with overall operating leverage (net premiums written to
common shareholders' equity) of 0.6 times in 2009, compared to
0.9x in 2008 and 1.8x in 2006.

Fairfax has posted net income totaling $3.5 billion over the past
three full years -- $0.9 billion in 2009, $1.5 billion in 2008 and
$1.1 billion in 2007.  This favorable profitability was driven
largely by significant realized gains of $5.2 billion pre-tax,
including $4.7 billion in total realized gains from credit default
swaps, short equity and equity index positions during 2007-2008
and $1.2 billion in realized gains from bonds during 2008-2009,
partially offset by $1.4 billion of other than temporary
impairment investment losses on common stocks and bonds in 2008-
2009.

Fairfax's equity credit adjusted debt-to-total-capital ratio was
22.5% at March 31, 2010, down from 23.5% at Dec. 31, 2009.
Following completion of Fairfax's debt issuance and the Zenith
transaction, financial leverage should remain within or below
Fitch's expected range of 25%-30%.  Fairfax also continues to
maintain a sizable amount of holding company cash, short-term
investments and marketable securities of $1.7 billion on March 31,
2010, with approximately $1 billion following the acquisition of
Zenith.

Fitch has upgraded these ratings with a Stable Outlook:

Fairfax Financial Holdings Limited

  -- IDR to 'BBB' from 'BBB-';
  -- Senior debt to 'BBB-' from 'BB+';
  -- $181 million 7.75% due April 15, 2012 to 'BBB-' from 'BB+';
  -- $91 million 8.25% due Oct.  1, 2015 to 'BBB-' from 'BB+';
  -- $283 million 7.75% due June 15, 2017 to 'BBB-' from 'BB+';
  -- $144 million 7.375% due April 15, 2018 to 'BBB-' from 'BB+';
  -- CDN$400 million 7.5% due Aug. 19, 2019 to 'BBB-' from 'BB+';
  -- $92 million 8.3% due April 15, 2026 to 'BBB-' from 'BB+';
  -- $91 million 7.75% due July 15, 2037 to 'BBB-' from 'BB+';
  -- CDN$250 million series C preferred shares to 'BB' from 'BB-';
  -- CDN$200 million series E preferred shares to 'BB' from 'BB-'.

Fairfax, Inc.

  -- IDR to 'BBB' from 'BBB-'.

Crum & Forster Holdings Corp.

  -- IDR to 'BBB' from 'BB+';
  -- $330 million 7.75% due May 1, 2017 to 'BBB-' from 'BB'.

Crum & Forster Insurance Group:
Crum and Forster Insurance Company
Crum & Forster Indemnity Company
The North River Insurance Company
United States Fire Insurance Company

  -- IFS to 'A-' from 'BBB'.

Northbridge Financial Insurance Group:
Commonwealth Insurance Company
Commonwealth Insurance Company of America
Federated Insurance Company of Canada
Lombard General Insurance Company of Canada
Lombard Insurance Company
Markel Insurance Company of Canada
Zenith Insurance Company (Canada)

  -- IFS to 'A-' from 'BBB+'.

Fitch has affirmed these ratings with a Stable Outlook:

Odyssey Re Holdings Corp.

  -- IDR at 'BBB';
  -- $50 million series A unsecured due March 15, 2021 at 'BBB-';
  -- $50 million series B unsecured due March 15, 2016 at 'BBB-';
  -- $40 million series C unsecured due Dec. 15, 2021 at 'BBB-';
  -- $225 million 7.65% due Nov.  1, 2013 at 'BBB-';
  -- $125 million 6.875% due May 1, 2015 at 'BBB-';
  -- $50 million series A preferred shares at 'BB';
  -- $30 million series B preferred shares at 'BB'.

Odyssey America Reinsurance Corp.

  -- IFS at 'A-'.

Fitch removed from Rating Watch Negative and downgraded these
ratings:

Zenith National Insurance Corp.

  -- IDR to 'BBB' from 'BBB+'.

Zenith National Insurance Capital Trust I

  -- $58.5 million 8.55% trust preferred securities due Aug. 1,
     2028 to 'BB' from 'BB+'.

Zenith Insurance Company
ZNAT Insurance Company

  -- IFS rating to 'A-' from 'A'.

The Rating Outlook is Stable.

Fitch assigns this rating with a Stable Outlook:

Fairfax

  -- CDN$275 million 7.25% due June 2020 'BBB-'.


FANNIE MAE: JPMorgan Pressed for More Data on Loan Buybacks
-----------------------------------------------------------
Bloomberg News reports that the Securities and Exchange Commission
pressed JPMorgan Chase & Co. to tell investors more about mounting
demands to buy back defective mortgages, an obligation that cost
the four biggest U.S. lenders about $5 billion last year.

Bloomberg, citing a Jan. 29 letter released last week, reports
that the SEC asked JPM to disclose more about reserves set aside
to cover the cost of repurchasing bad loans it sold to Fannie Mae,
Freddie Mac and other investors.  The SEC also told the bank to
provide more details on when and how it recognizes losses on
mortgages that have been modified as well as on soured credit-card
debt.

Fannie Mae and Freddie Mac have received a bail-out from the U.s.
Government.  According to Bloomberg, Fannie and Freddie, now 80%
owned by the U.S. government, already have drawn $145 billion from
an unlimited line of government credit granted to ensure that home
buyers can get loans while the private housing-finance industry is
moribund.

                         About Fannie Mae

Federal National Mortgage Association, aka Fannie Mae, is a
government-sponsored enterprise that was chartered by U.S.
Congress in 1938 to support liquidity, stability and affordability
in the secondary mortgage market, where existing mortgage-related
assets are purchased and sold.  Fannie Mae provides market
liquidity by securitizing mortgage loans originated by lenders in
the primary mortgage market into Fannie Mae mortgage-backed
securities, and purchasing mortgage loans and mortgage-related
securities in the secondary market for its mortgage portfolio.
Fannie Mae acquires funds to purchase mortgage-related assets for
its mortgage portfolio by issuing a variety of debt securities in
the domestic and international capital markets.  Fannie Mae also
makes other investments that increase the supply of affordable
housing.  Its charter does not permit us to originate loans and
lend money directly to consumers in the primary mortgage market.

Fannie Mae has been under conservatorship, with the Federal
Housing Finance Agency acting as conservator, since September 6,
2008.  As conservator, FHFA succeeded to all rights, titles,
powers and privileges of the company, and of any shareholder,
officer or director of the company with respect to the company and
its assets.  The conservator has since delegated specified
authorities to Fannie Mae's Board of Directors and has delegated
to management the authority to conduct day-to-day operations.

The U.S. Department of the Treasury owns Fannie Mae's senior
preferred stock and a warrant to purchase 79.9% of its common
stock, and Treasury has made a commitment under a senior preferred
stock purchase agreement to provide Fannie with funds under
specified conditions to maintain a positive net worth.

                        About Freddie Mac

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

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


FIASCOS RESTAURANT: To Close Shop; 40 Workers to Lose Job
---------------------------------------------------------
Kpau.net reports that Hilo Restaurant closed its doors, affecting
40 employees.  Fiascos Restaurant has announced it will close
their doors after years of financial struggle.  Part-owner and
General Manager, David Morgan cites insurance as the reason for
the final decision.  "Our insurance was up and we don't have the
cash to renew the insurance policy," he said Monday.

Fiascos began business in 1988 at the former Apple Annie's
location at the Waiakea Square Warehouse, in Hilo, Hawaii.
It filed for bankruptcy protection 2009.


FRASER PAPERS: Provides First Default Status Report
---------------------------------------------------
Fraser Papers Inc. is providing this first Default Status Report
in accordance with National Policy 12-203 Cease Trade Orders for
Continuous Disclosure Defaults.  In its news release on June 8,
2010, the Company announced that it was not able to file its
financial statements for the interim period ended April 10, 2010,
including the related management discussion and analysis, and CEO
and CFO certifications (collectively, the "Required Documents") by
the June 9, 2010 due date.

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

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

                       About Fraser Papers

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

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


FREDDIE MAC: JPMorgan Pressed for More Data on Loan Buybacks
------------------------------------------------------------
Bloomberg News reports that the Securities and Exchange Commission
pressed JPMorgan Chase & Co. to tell investors more about mounting
demands to buy back defective mortgages, an obligation that cost
the four biggest U.S. lenders about $5 billion last year.

Bloomberg, citing a Jan. 29 letter released last week, reports
that the SEC asked JPM to disclose more about reserves set aside
to cover the cost of repurchasing bad loans it sold to Fannie Mae,
Freddie Mac and other investors.  The SEC also told the bank to
provide more details on when and how it recognizes losses on
mortgages that have been modified as well as on soured credit-card
debt.

Fannie Mae and Freddie Mac have received a bail-out from the U.s.
Government.  According to Bloomberg, Fannie and Freddie, now 80%
owned by the U.S. government, already have drawn $145 billion from
an unlimited line of government credit granted to ensure that home
buyers can get loans while the private housing-finance industry is
moribund.

                         About Fannie Mae

Federal National Mortgage Association, aka Fannie Mae, is a
government-sponsored enterprise that was chartered by U.S.
Congress in 1938 to support liquidity, stability and affordability
in the secondary mortgage market, where existing mortgage-related
assets are purchased and sold.  Fannie Mae provides market
liquidity by securitizing mortgage loans originated by lenders in
the primary mortgage market into Fannie Mae mortgage-backed
securities, and purchasing mortgage loans and mortgage-related
securities in the secondary market for its mortgage portfolio.
Fannie Mae acquires funds to purchase mortgage-related assets for
its mortgage portfolio by issuing a variety of debt securities in
the domestic and international capital markets.  Fannie Mae also
makes other investments that increase the supply of affordable
housing.  Its charter does not permit us to originate loans and
lend money directly to consumers in the primary mortgage market.

Fannie Mae has been under conservatorship, with the Federal
Housing Finance Agency acting as conservator, since September 6,
2008.  As conservator, FHFA succeeded to all rights, titles,
powers and privileges of the company, and of any shareholder,
officer or director of the company with respect to the company and
its assets.  The conservator has since delegated specified
authorities to Fannie Mae's Board of Directors and has delegated
to management the authority to conduct day-to-day operations.

The U.S. Department of the Treasury owns Fannie Mae's senior
preferred stock and a warrant to purchase 79.9% of its common
stock, and Treasury has made a commitment under a senior preferred
stock purchase agreement to provide Fannie with funds under
specified conditions to maintain a positive net worth.

                        About Freddie Mac

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

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


GEMS TV (USA): Files Schedules of Assets and Liabilities
--------------------------------------------------------
Gems TV (USA) Limited filed with the U.S. Bankruptcy Court for the
District of Delaware its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $41,112,549
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                        $0
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $104,910
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                      $114,664,158
                                 -----------      -----------
        TOTAL                    $41,112,549     $114,469,068

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

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


GENERAL GROWTH: Summerlin Investors May Force Arbitration
---------------------------------------------------------
General Growth Properties, Inc., as successor to The Rouse
Company, executed a 1996 Contingent Stock Agreement in favor of
and for benefit of certain holders and representatives -- Hughes
Heirs.  GGP's obligations to the Hughes Heirs present a unique
claim in an extraordinary bankruptcy case, Steven T. Hoort, Esq.,
at Ropes & Gray LLP, in New York, relates.  The CSA was entered
into in connection with the indirect acquisition of GGP from the
Hughes Heirs of significant real estate assets, including
Summerlin, a master-planned community.  The CSA provides that the
purchase price for these assets be determined and paid by GGP to
the Hughes Heirs in semi-annual installments over a fourteen-year
period ended December 31, 2009, based on the excess cash flow
generated when the assets were sold or otherwise monetized during
that period.

In the case of assets not sold during that period, the CSA
obligates GGP to make a Final Valuation Date Payment, which is
about one-half of the appraised fair market value of the
remaining CSA assets, Mr. Hoort explains.  The procedures by
which the payments are to be calculated, including the means for
determining the final valuation of unsold assets, are set forth
in the CSA.  The timeframe contemplated by the CSA for the final
valuation of the remaining CSA Assets would be:

  * August 1, 2010     -- Deadline for GGP and the
                          Representatives to Each Appoint an
                          Appraiser to an Appraisal Panel

  * August 6, 2010     -- The Appraisers Appointed by GGP and
                          the Representatives Appoint a Third
                          Appraiser to the Appraisal Panel

  * September 20, 2010 -- Appraisal Panel Provides Report of
                          Valuation Determination

Platt W. Davis III, David G. Elkins and David R. Lummis, as
representatives under the CSA, previously filed claims against
GGP for:

   (i) the Final Valuation Date Payment;

  (ii) an excess cash flow sharing payment for the six-month
       period ending December 31, 2009;

(iii) $3,454,000 in underpayments of previous ECF Sharing
       Payments; and

  (iv) other unliquidated amounts owed to the Hughes Heirs.

Mr. Hoort asserts that the express purpose of the CSA was to
determine the fair amount of merger consideration to be paid to
the Hughes Heirs.  To that end, part of the consideration
provided to the Hughes Heirs was specific valuation and dispute
resolution procedures, including the creation of a panel of
independent appraisers consisting of financial and real estate
experts selected by both parties, he stresses.  Thus, there is no
justification for not providing the Hughes Heirs with their
contractual rights under the CSA, he argues.  He further contends
that the Debtors are solvent and have represented that all
claimants will be satisfied in full.  Indeed, to provide
"insurance" for that outcome, the Debtors have recently issued
warrants to an investor group valued exceeding $500 million, he
discloses.

For those reasons, the CSA Representatives ask the Court to:

  (A) lift the automatic stay to quantify and determine the
      amount of the Final Valuation Date Payment in accordance
      with the CSA; and

  (B) set August 1, 2010 as the deadline by which GGP and the
      Representatives are to appoint appraisers to the Appraisal
      Panel pursuant to the CSA.

The CSA also provides for the mediation and binding arbitration
of any disputes regarding the CSA, Mr. Hoort relates.  Thus, the
CSA Representatives further ask the Court to compel mediation and
binding arbitration in accordance with the CSA of any disputes
regarding any and all claims under the CSA, including:

  * any dispute that may arise regarding the procedures for the
    determination of the amount of the Final Valuation Date
    Payment; and

  * any dispute or objection as to the Hughes Heirs' Claims.

The Court will consider the Hughes Heirs' request on July 22,
2010.  Objections are due July 17.

                     About General Growth

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

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

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

The General Growth Chapter 11 reorganization is nearing
conclusion. In May, the bankruptcy judge picked a group including
Brookfield Asset Management Inc. to be the lead bidder at auction
to decide who provides the most advantageous equity purchase and
financing commitments to underlay the reorganization plan that
would pay all creditors of the holding company in full.


GENERAL MOTORS: Board Member Kresa Said to Retire
-------------------------------------------------
General Motors Co. board member Kent Kresa, who served as interim
chairman during the automaker's bankruptcy, will retire as a
director as soon as July, Bloomberg News reported, citing two
people with direct knowledge of the matter.  According to the
people, Mr. Kresa, who joined the board in 2003, turned 72 in
March and will not stand for re-election.

GM added a 13th director, Cynthia Telles, an associate clinical
professor at the University of California at Los Angeles, in April
and she will take Mr. Kresa's place when he retires, the people
said, according to the Bloomberg report.

Bloomberg notes that the departure would leave four directors from
the old General Motors Corp. and eight who joined since the new GM
emerged from bankruptcy.  That may help GM convince potential
investors its board has a fresh perspective as it prepares for an
initial stock sale, said Charles Elson, director of the John L.
Weinberg Center for Corporate Governance.

                        About General Motors

With its global headquarters in Detroit, Michigan, General Motors
Company -- http://www.gm.com/-- is one of the world's largest
automakers.  GM employs 207,000 people in every major region of
the world and does business in some 140 countries.  GM and its
strategic partners produce cars and trucks in 34 countries, and
sell and service these vehicles through the following brands:
Buick, Cadillac, Chevrolet, FAW, GMC, Daewoo, Holden, Opel,
Vauxhall and Wuling. GM's largest national market is the United
States, followed by China, Brazil, Germany, the United Kingdom,
Canada, and Italy.  GM's OnStar subsidiary is the industry leader
in vehicle safety, security and information services.

GM acquired its operations from General Motors Company, n/k/a
Motors Liquidation Company, on July 10, 2009, pursuant to a sale
under Section 363 of the Bankruptcy Code.  Motors Liquidation or
Old GM is the subject of a pending Chapter 11 reorganization case
before the U.S. Bankruptcy Court for the Southern District of New
York.

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

                   About Motors Liquidation

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case
No. 09-50026).  General Motors changed its name to Motors
Liquidation Co. following the sale of its key assets to a company
60.8% owned by the U.S. Government.

The Honorable Robert E. Gerber presides over the Chapter 11 cases.
Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H.
Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors
in their restructuring efforts.  Al Koch at AP Services, LLC, an
affiliate of AlixPartners, LLP, serves as the Chief Executive
Officer for Motors Liquidation Company.  GM is also represented by
Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as
counsel.  Cravath, Swaine, & Moore LLP is providing legal advice
to the GM Board of Directors.  GM's financial advisors are Morgan
Stanley, Evercore Partners and the Blackstone Group LLP.

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


GLOWPOINT INC: Inks $5MM Loan Agreement With Silicon Valley
-----------------------------------------------------------
Glowpoint Inc. has entered into a Loan and Security Agreement with
Silicon Valley Bank, for borrowings of up to $5,000,000 for
working capital purposes.  The facility has a two-year initial
term and an initial interest rate of 6%.

"We are excited about our new partnership with Silicon Valley Bank
as it will better enable the Company to build on its mission to
enable a global community where video is part of everyday life.
We will now have more means to rapidly enhance our agnostic and
open video service platform to meet the growing global demand of
telepresence and video conferencing," stated Dave Robinson,
Glowpoint's Co-CEO.  "The new credit facility with allow the
Company to continue to invest in growth and expand its leadership
position and we are particularly pleased to have secured this
agreement in a challenging credit environment on favorable terms
for our shareholders," added Mr. Robinson.

                       About Glowpoint, Inc.

Based in Hillside, New Jersey, Glowpoint, Inc., provides advanced
video communications solutions.  Its suite of telepresence and
video communications solutions enable organizations to communicate
with each other over disparate networks and technology platforms
-- empowering business, governmental agencies and educational
institutions to sharply boost the impact and productivity of their
internal and external communications while at the same time
reducing their on-going operating costs.  The Company supports
thousands of video communications systems in more than 35
countries with its 24/7 managed video services, powering
Fortune(R) 500 companies, major broadcasters, as well as global
carriers and video equipment manufacturers and their customers
around the world.

At September 30, 2009, the Company had total assets of $7,192,000
against total liabilities of $8,777,000, resulting in
stockholders' deficit of $1,585,000.

At December 31, 2009, the Company had total assets of $6,914,000
against total liabilities of $5,761,000 resulting in stockholders'
equity of $1,153,000.

In its Form 10-Q filing with the Securities and Exchange
Commission for the quarter ended September 30, 2009, the Company
said there is substantial doubt as to its ability to continue as a
going concern.


GREDE FOUNDRIES: PBGC Assumes Responsibility of Pension Plan
------------------------------------------------------------
The Pension Benefit Guaranty Corporation has assumed
responsibility for the underfunded pension plan covering more than
4,800 former workers and retirees of Grede Foundries Inc., a metal
components supplier based in Novi, Mich.

The PBGC took action because the company sold substantially all of
its assets in bankruptcy proceedings and the buyer did not assume
the plan.  Retirees will continue to receive their monthly benefit
payments without interruption, and other workers will receive
their pensions when they are eligible to retire.

According to PBGC estimates, the Grede Foundries Inc. Employees'
Retirement Plan is 45 percent funded with $60.9 million in assets
to cover $135.4 million in benefit liabilities.  The PBGC expects
to be responsible for $69.7 million of the $74.4 million
shortfall.

The PBGC will take over the assets and use insurance funds to pay
guaranteed benefits earned under the plan, which ended on Nov. 30,
2009. The agency assumed responsibility for the plan on June 14,
2010.

Within the next several weeks, the PBGC will send notification
letters to all participants in the Grede Foundries plan. Under
provisions of the Pension Protection Act of 2006, the maximum
guaranteed pension the PBGC can pay is determined by the legal
limits in force on the date of the plan sponsor's bankruptcy.
Therefore, participants in the plan are subject to the limits in
effect on June 30, 2009, which set a maximum guaranteed amount of
$54,000 a year for a 65-year-old.

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

Grede Foundries supplied metal components to the transportation
and industrial sectors.  The company was vulnerable to production
slowdowns in the automotive sector, and the rising cost of health
care and retiree benefits.  Grede and its domestic units filed for
Chapter 11 protection in the U.S. Bankruptcy Court in Madison,
Wis.  The court approved the sale of most of Grede's assets on
Nov. 30, 2009, to its primary lender Wayzata investment Partners
LLC.

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

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

Assumption of the plan's unfunded liabilities will increase the
PBGC's claims by $69.7 million and was not previously included in
the agency's fiscal year 2009 financial statements.

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

                       About Grede Foundries

Based in Reedsburg, Wisconsin, Grede Foundries, Inc. --
http://www.grede.com/-- produces ductile iron, grey iron and
specialty metal parts.  The Company serves the automotive, heavy
truck, off-highway, diesel engine and industrial markets and is
one of the largest cast-iron foundry companies in the United
States.

The Company filed for Chapter 11 on June 30, 2009 (Bankr. W.D.
Wisc. Case No. 09-14337).  Daryl L. Diesing, Esq., Jerard J.
Jensen, Esq., and Daniel J. McGarry, Esq., at Whyte Hirschboeck
Dudek S.C., represent the Debtor in its restructuring efforts.
The Debtor selected Conway Del Genio Gries & Co. as restructuring
advisor; Leverson & Metz S.C. as special counsel; and Kurtzman
Carson Consultants LLC as claims agent.  The Debtor listed total
assets of $143,983,000 and total debts of $148,243,000.

Wayzata Investment Partners LLC has purchased the business of
Grede Foundries.  An auction was scheduled but no competing biddes
came out.  Wayzata Investment's stalking horse offer was $106.5
million.


GTC BIOTHERAPEUTICS: Gets $7 Million Financing From LFB Biotech
---------------------------------------------------------------
GTC Biotherapeutics Inc. received additional financing of
$7,000,000 in cash from LFB Biotechnologies S.A.S. in exchange for
a secured convertible note with the same principal amount.

The secured convertible note has a 36-month term and accrues
interest at a rate of 4%, with a single payment of principal and
interest at maturity.  After January 1, 2011 LFB may annually
adjust the rate of interest upwards or downwards, based on LFB's
then-current cost of capital, as determined by LFB in the exercise
of its commercially reasonable discretion.

Over the term of the secured convertible note LFB may elect to:

   i) convert all or any portion of the principal and interest
      outstanding under the secured convertible note into shares
      of the company's common stock at a conversion price of $0.42
      per share, or

  ii) cancel all or any portion of the principal and interest
      outstanding under the secured convertible note in payment
      for any shares of the company's common stock or securities
      convertible, exercisable or exchangeable into shares of the
      company's common stock that the company issues and sells in
      a future financing with a third party in which LFB elects to
      participate.

                     About GTC Biotherapeutics

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

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

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

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

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


HAWAII BIOTECH: Selling Vaccines at July 19 Auction
---------------------------------------------------
Bill Rochelle at Bloomberg News reports that vaccine developer
Hawaii Biotech Inc., has an offer of $1.44 million for its assets
to be paid by a credit against pre-bankruptcy secured debt.  To
market test the assets, an auction will be held on July 19 if
initial bids are submitted by July 12.  The hearing for the sale
will take place in the courtroom at the same times as the auction
on July 19.

According to the report, Hawaii Biotech said money will run out by
the end of July.  It wants the sale completed quickly so there is
no interruption in clinical trials.

Hawaii Biotech Inc. -- http://www.hibiotech.com/-- focuses on the
research and development of vaccines for established and emerging
infectious diseases.  The Company filed for Chapter 11 protection
on Dec. 11, 2009 (Bankr. D. Hawaii Case No. 09-02908).  Jerrold K.
Guben, Esq., at O'Connor Playdon & Guben, represents the Debtor in
its restructuring effort.  The petition says that assets and debts
are between $1,000,001 and $10,000,000.


HEALTH INSURANCE: Fitch Withdraws 'BB+' Issuer Default Rating
-------------------------------------------------------------
Fitch Ratings has affirmed the 'BBB-' Insurer Financial Strength
rating of Health Insurance Plan of Greater New York.  The Rating
Outlook remains Negative.

Fitch's Negative Outlook reflects the uncertainty surrounding
significant aspects of the Patient Protection and Affordable Care
Act signed into law earlier this year.  Many aspects of the law
have yet to be defined and may have a material impact on HIP-NY's
and the sector's long-term ability to price its products and
generate earnings.  Fitch continues to monitor these developments
carefully.

HIP-NY is a primary operating entity owned by EmblemHealth, Inc.,
which maintains above average concentration risk within the state
of New York.  While the geographic concentration risk is modestly
offset by the favorable aspects related to the company's large
market-share, the company is exposed to the economic conditions of
the New York metropolitan area.  Further, the company maintains a
very large exposure to the City of New York's group health plan.
While Fitch believes the company is well entrenched in this
account, the signficance of this plan is material to the overall
organization.

EmblemHealth is further exposed to New York state sponsored
business, including Medicaid, where it is one of the leading
players.  The state programs have been challenged over the past
decade as most insurance participants lose money, though trends
have improved and are near break-even underwriting results
starting in 2009 through early 2010.

Fitch also recognizes that by holding a large market share, the
company may be able to leverage its position in contracting with
employers and provider networks.

Capital levels on a consolidated basis have weakened in recent
years and year-end 2009 NAIC risk-based capital is estimated to be
approximately 190%-200% for EmblemHealth.  This follows
approximately $240 million of asset impairments taken over the
2007-2009 period, which partially reflects a conservative
impairment policy used by the company.  Operating results have
struggled in recent years and if during 2010-2011, the company is
unable to produce operating earnings, the ratings could be
downgraded given the multi-year trend of weakening operating
performance since 2006.

The company plans to ultimately convert from its current not-for-
profit status to a for-profit organization, at which time Fitch
will review any related changes to the company's financial profile
and targets.

Fitch has withdrawn the 'BB+' Issuer Default Rating for HIP-NY as
IDR ratings are typically maintained when the issuer has
outstanding debt security ratings.

Fitch has affirmed this rating with a Negative Outlook:

Health Insurance Plan of Greater New York

  -- IFS at 'BBB-'.

Fitch has affirmed with a Negative Outlook and withdrawn this
rating:

Health Insurance Plan of Greater New York

  -- IDR at 'BB+'.


HERTZ HOLDINGS: S&P Assigns 'B' Rating on Senior Secured Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating to
Hertz Holdings Netherlands B.V.'s EUR275 million senior secured
notes due 2015.  S&P also assigned a '4' recovery rating to the
notes, indicating average (30% to 50%) recovery of principal in a
payment default scenario.  The notes are guaranteed by Hertz
Corp., the major operating subsidiary of Hertz Global Holdings
Inc. S&P also placed the rating on CreditWatch with positive
implications.  S&P placed the ratings on Hertz Global Holdings
Inc. on CreditWatch on April 26, 2010, when Hertz announced it had
signed a definitive agreement to acquire competitor Dollar Thrifty
Automotive Group Inc. (B-/Watch Pos/--) for about $1.2 billion in
cash and stock.  Subsequently, Avis Budget Group Inc. (B+/Stable/-
-) announced that it wanted to make a "substantially higher offer"
than Hertz's, but it has yet to do so.  Hertz Holdings will use
the proceeds of the notes, along with a new unrated revolving
credit facility, to refinance European debt maturities.

"The ratings on Hertz Global Holdings and Hertz Corp. reflect an
aggressive financial profile, the price-competitive and cyclical
nature of on-airport car rentals and equipment rentals, and
refinancing risk, albeit somewhat reduced since late 2009,
including the proposed notes transaction," said Standard & Poor's
credit analyst Betsy R. Snyder.  The ratings also incorporate the
company's position as the largest global car rental company and
strong cash flow its businesses generate.  "S&P will evaluate its
expectations of Hertz's business risk and financial risk, pro
forma for any potential DTAG acquisition, to resolve the
CreditWatch listings," she continued.

                           Ratings List

                    Hertz Global Holdings Inc.
                            Hertz Corp.

        Corp. credit rating                 B/Watch Pos/--

                       New Ratings Assigned

                  Hertz Holdings Netherlands B.V.

     275 mil. euro senior secured notes due 2015  B/Watch Pos
      Recovery report                             4


INTERACTIVE DATA: S&P Assigns 'B+' Rating on $1.46 Bil. Loan
------------------------------------------------------------
Standard & Poor's Ratings Services assigned Interactive Data
Corp.'s proposed $1.46 billion first-lien credit facilities
(consisting of a $160 million revolving credit facility due 2015
and a $1.3 billion term loan B due 2017) its preliminary issue-
level rating of 'B+'.  S&P also assigned this debt a recovery
rating of '2', indicating S&P's expectation of substantial (70% to
90%) recovery for debtholders in the event of a payment default.

At the same time, S&P assigned IDCO's $700 million senior
unsecured notes due 2018 a preliminary issue level rating of 'B-'
with a recovery rating of '5', indicating S&P's expectation of
modest (10% to 30%) recovery for debtholders in the event of a
payment default.

In addition, S&P expects to assign IDCO a corporate credit rating
of 'B' with a stable rating outlook following the closing of the
transactions.  All ratings are subject to S&P's review of final
documentation.

"S&P's expected 'B' corporate credit rating on IDC incorporates
risks associated with high debt leverage, the aggressive financial
policy of the new private equity ownership, and the highly
competitive financial information services market," said Standard
& Poor's credit analyst Andy Liu.  "The company's very stable base
of clients and high recurring revenue streams do not offset these
risks."

IDCO is a provider of financial market data, analytics, and
related solutions to financial institutions and active traders.
The Pricing and Reference Data segment (66% of revenue) provides
evaluated pricing for 2.8 million fixed-income instruments and
reference data, including listed market pricing and corporate
actions.  The Real-Time Solutions segment (30% of revenue)
provides real-time market data and analytical tools.  The Fixed-
Income Aanalytics segment (4% of revenue) provides risk analytics
tools for fixed-income investors.


KANSAS CITY: S&P Raises Long-Term Ratings to 'BB-' From 'B'
-----------------------------------------------------------
On June 21, 2010, Standard & Poor's Ratings Services raised its
long-term ratings on Kansas City, Mo.-based freight railroad
Kansas City Southern to 'BB-' from 'B'.  S&P also removed the
ratings from CreditWatch, where S&P had placed them with positive
implications on April 28, 2010.  The outlook is stable.

The upgrade reflects debt reduction, as well as an improved
capital structure and liquidity position following KCS' equity
issuance and bond redemption.  The company also intends to secure
commitments for a $100 million revolving credit facility to
support liquidity needs in Mexico.

The ratings on freight railroad KCS reflect its aggressive
financial profile, substantial capital spending requirements, and
meaningful exposure to cyclical end markets such as automotive and
manufacturing, particularly in Mexico through subsidiary Kansas
City Southern de M‚xico S.A. de C.V, the Mexican railroad company
it acquired control of in April 2005.  The favorable
characteristics of the U.S. freight railroad industry and the
company's strategically located rail network partly offset these
risks.  S&P views the company's business risk profile as
satisfactory, but S&P considers its financial profile aggressive,
albeit improved liquidity has previously been a constraining
factor for the ratings.  KCS is a Class 1 (large) U.S. freight
railroad.  The company is significantly smaller and less
diversified than its peers, but it operates a critical rail
network in South-Central U.S. and Mexico.

KCS owns KCSM, which has been fully integrated with the operations
of Kansas City Southern Railway Co., the principal U.S. subsidiary
of Kansas City Southern.  KCS influences the management of KCSM's
daily operations, but KCSM and KCSR have retained separate legal
identities and continue to finance their operations separately
under each subsidiary.

Year-to-date 2010, volumes have rebounded across almost all
traffic types (excluding coal); rail volumes increased by 20%
compared with depressed levels in 2009; growth in intermodal,
automotive, and metals traffic drove the improvement.  Recovery
has been particularly strong in Mexico, which has greater exposure
to automotive- and manufacturing-related sectors.  In 2009, KCS
generated 42% of consolidated revenues in Mexico.  Given industry
fundamentals, pricing (as measured by line-haul revenue per unit)
remains stable, and S&P expects this to remain so for the duration
of 2010.  The freight railroad previously announced several cost-
reduction measures targeted at reducing operating expenses and
improving profitability.  For the quarter ended March 31, 2010,
the company reported an operating ratio (operating expenses as a
percentage of operating revenues) of 75.2%, substantially better
than 86.2% during the comparable period in 2009.  S&P believes
sequential improvement in volumes, ongoing expense reduction, and
declining capital expenditures will result in increased earnings
and cash flow in 2010.  Given KCS' relatively limited scale and
end-market diversity, its earnings stability is somewhat weaker
than that of its Class 1 peers.

KCS has invested heavily in growth capital expenditures for
intermodal expansion and other strategic investments over the past
few years.  As a result, debt remained high and liquidity was
constrained.  As of March 31, 2010, given the rebound in volumes
and earnings improvement, credit measures were improving, with
total debt to EBITDA at 4.7x, funds from operations to total debt
(adjusted for operating leases) in the midteens percentage area
(versus 17% in 2008), and adjusted debt to capital in the low-50%
area (compared with 57% in 2008).  Pro forma for debt repayment
and equity issuance, debt to EBITDA is about 4x, FFO to total debt
is in the high-teens percent range, and debt to capital is in the
upper-40% range.  Over the next few years, S&P expects debt levels
to moderate, given diminishing capital-spending needs, resulting
in FFO to total debt in the low-20% range.  In 2010, S&P expects
capital expenditures to be about $300 million, substantially lower
than the previous year at $349 million.  The ratings incorporate
S&P's expectation that KCS will manage capital expenditures and
growth initiatives in a disciplined manner.

Liquidity is currently sufficient to meet working capital and
capital expenditure needs.  Although liquidity concerns have been
a limiting rating factor in the past, KCS' liquidity position has
improved.  In June 2010, in conjunction with its bond redemption,
KCS repaid debt totaling $237 million.  The company used
$215 million in net proceeds from an equity offering, which it
completed in May 2010 (and cash on hand), to redeem debt.  At the
same time, KCSM intends to secure commitments for a proposed new
$100 million revolving credit facility to support liquidity in
Mexico.  After securing commitments for the new revolving credit
facility, the company intends to use cash on hand to reduce KCSM
debt by an additional $64 million.

KCS' $125 million U.S. revolving credit facility, which includes a
letter of credit sublimit of $25 million and swing line advances
of up to $15 million, was recently extended (by its lenders) and
currently expires on April 28, 2013.  In addition to the two-year
revolver extension, KCS can use equity proceeds to redeem up to
35% of debt.  As of March 31, 2010, KCS was in compliance with its
debt covenants.  S&P believes it will remain so with adequate
cushion.  The bank agreement includes limitations on the
incurrence of additional debt, asset sales, mergers, and
restricted payments.  In addition, it contains various financial
covenants, including minimum interest expense coverage and maximum
leverage ratios.

In January 2010, KCS refinanced $290 million in 2012 maturities,
which improved its maturity profile and reduced interest expense.
Current debt maturities are modest over the next few years.  In
the longer term, the company has substantial refinancing needs
totaling $610 million in 2013.  In 2010, S&P expects capital
expenditures to be about $300 million substantially lower than
2009 capital spending of $349 million.  Annual cash outlays for
preferred stock dividends total about $11 million.

The outlook is stable.  As a result of KCS' equity issuance, debt
reduction, and new credit facility in Mexico, S&P expects near-
term improvement in the company's credit measures, maturity
profile, and liquidity position.  Furthermore, given the rebound
in volumes and the stable pricing environment, S&P expects KCS'
operating performance, profitability, and cash flow to continue to
strengthen over the next few quarters.  S&P could lower the
ratings if liquidity becomes constrained or if FFO to total debt
consistently falls below 20%.  Alternatively, S&P could raise the
ratings on the company if earnings improvement results in FFO to
total debt in the upper-20% range on a sustained basis.
Ratings Raised, Off Watch; Outlook Stable

                      Kansas City Southern
            Kansas City Southern de Mexico S.A. de C.V.
                  Kansas City Southern Railway Co.

                                    To          From
                                    --          ----
Corp. credit rating                BB-/Stable/--  B/Watch Pos/--

                   Southern Capital Corporation

                                    To          From
                                    --          ----
Equipment Trust Certificates       BBB-           BB+/Watch Pos

                       New Ratings Assigned

            Kansas City Southern de Mexico S.A. de C.V.

                          Senior Secured

              $100 mil revolver bank ln due 2013   BB
               Recovery rating                     2

                     Ratings Raised, Off Watch

                  Kansas City Southern Railway Co.

                                       To          From
                                       --          ----
Senior Secured debt                   BB+         BB-/Watch Pos
  Recovery rating                      1           1
Senior Unsecured debt                 BB-         B+/Watch Pos
  Recovery rating                      3           2
Preferred stock                       B-          CCC/Watch Pos

            Kansas City Southern de Mexico S.A. de C.V.

                                       To          From
                                       --          ----
Senior Unsecured debt                 BB-         B+/Watch Pos
  Recovery rating                      3           2


LAKE AT LAS VEGAS: Court Confirms Plan of Reorganization
--------------------------------------------------------
Praising the efforts and cooperation of the participants in the
Lake Las Vegas chapter 11 cases, Bankruptcy Judge Linda B. Riegle
ruled that she would confirm the Plan of Reorganization proposed
by Lake Las Vegas and the official committee of unsecured
creditors.

"We are delighted by the Court's decision and look forward to
emerging from chapter 11 as a restructured going concern with a
clean balance sheet," said Frederick E. Chin, the CEO of Lake Las
Vegas.  "This restructuring process has been extremely complex,
and at times, heavily contested, and we appreciate the patience
and cooperation of the various constituents, including homeowners,
landowners, and vendors.  The debtors and the committee worked
very hard to develop a consensual plan of reorganization that
would have broad support, and we are gratified that we were able
to achieve overwhelming creditor approval and resolve every
objection to the plan's confirmation.

"I am excited that we will now be able to focus all of our efforts
on continuing to create an environment in which the community will
grow and prosper as the area's economy and the real estate market
recover."

Lake Las Vegas will remain under the stewardship of The Atalon
Group LLC, which will provide asset management services to and for
the benefit of the reorganized company.  Mr. Chin and James Coyne,
principals in The Atalon Group, will continue in their current
roles as project managers through December 31, 2011.

Under the Plan of Reorganization Lake Las Vegas will sell much of
its remaining land in Phases I and II of the project over the next
two years, and focus its efforts on the long-term development of
Phase III.

Among other significant benefits, the Plan provides for exit
financing for the reorganized company to cover operating expenses,
fund Plan obligations, and finance T-16 LID development
improvements.  These include building a replacement P-40 Pump
Station and completing the roadway improvements on Lake Las Vegas
Parkway, the entrance to the Community, which should enhance the
value to all stakeholders.  Under the Plan, funding for continued
subsidy payments to the Lake Las Vegas Master Property Owners
Association ("MPOA"), LID assessments and property taxes will
continue, allowing Lake Las Vegas to satisfy its ongoing
obligations as a landowner and as master developer.  The plan also
provides for the establishment and funding of an independent
creditor trust to prosecute avoidance actions and claims against
former insiders.  Larry Lattig of Mesirow Financial will serve as
the trustee of the trust.

                           The Plan

Amanda Finnegan at Las Vegas Sun reports that under the plan,
lenders led by Credit Suisse Group AG expect to get portion of
their loans to the company converted into a controlling equity
interest in the development.  The plan proposes that the Company
would sell much of its land in the Phase I and II planning areas,
while also focusing efforts on the long-term development of Phase
III.  Lake Las Vegas' original plan called for more than 9,000
residential units, but only 1,700 have been built.  Phase III
includes almost 600 developable acres and can accommodate up to
4,000 residential units.  Lake Las Vegas owns more than 80% of the
remaining developable land in that phase.  Lake Las Vegas added
the price for homes is also expected to be considerably less than
the historical average up to this point.

The Plan, Las Vegas Sun continues, provides financing for the
reorganized debtors to cover expenses and finances improvement
district developments, including building a replacement water pump
station and completing improvements on Lake Las Vegas Parkway.

                      About Lake Las Vegas

Headquartered in Henderson, Nevada, Lake at Las Vegas Joint
Venture, LLC and 14 of its debtor-affiliates --
http://www.lakelasvegas.com/-- are owners and developers of
3,592-acre residential and resort destination Lake Las Vegas
Resort in Las Vegas, Nevada.  Centered around a 320-acre man-made
lake, Lake Las Vegas contains more than 9,000 residential units,
and also includes two luxury resort hotels (a Loews and a Ritz-
Carlton), a casino, a specialty retail village shopping area,
marinas, three signature golf courses and related clubhouses, and
other real property.

The Debtors filed separate petitions for Chapter 11 relief on
July 17, 2008 (Bankr. D. Nev. Lead Case No. 08-17814).  When Lake
at Las Vegas Joint Venture, LLC, filed for protection from its
creditors, it listed assets of $100 million to $500 million, and
debts of $500 million to $1.0 billion.  Courtney E. Pozmantier,
Esq., Martin R. Barash, Esq., at Klee, Tuchin, Bogdanoff & Stern
LLP, Jason D. Smith, Esq., at Santoro, Driggs, Walch, Kearney,
Holley & Thompson, Jeanette E. McPherson, Esq., Lenard E.
Schwartzer, Esq., at Schwartzer & McPherson Law Firm, represent
the Debtors as counsel.  Kaaran E. Thomas, Esq., Ryan J. Works,
Esq., at McDonald Carano Wilson LLP, represent the Official
Committee of Unsecured Creditors as counsel.


LEGACY AT JORDAN: Gets Court OK to Use Capital Bank's Cash
----------------------------------------------------------
The Hon. Randy D. Doub of the U.S. Bankruptcy Court for the
Eastern District of North Carolina authorized The Legacy at Jordan
Lake, LLC, to incur postpetition financing from Capital Bank; and
use the bank's cash collateral.

Capital Bank is authorized to advance funds in the monthly amount
of $14,200 pursuant to its existing Secured financing arrangement
or through use of its cash collateral, the source of which is at
Capital Bank's sole discretion.

Prior to filing, Capital Bank took a security interest in assets
of the Debtor, including cash being held in a market account at
Capital Bank with an approximate principal balance as of the
petition date of $500,000, plus accrued interest.

The Debtor would use the loan and cash collateral to continue the
development of the subdivision.  The Debtor owns certain lots and
raw land which comprises the residential subdivision known as The
Legacy at Jordan Lake.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors said that Capital Bank's liens on the
collateral securing the indebtedness will extend to its
postpetition assets.

                  About The Legacy at Jordan Lake

Headquartered in Apex, North Carolina, The Legacy at Jordan Lake,
LLC, filed for Chapter 11 bankruptcy protection on April 27, 2010
(Bankr. E.D. N.C. Case No. 10-03317).  Trawick H. Stubbs Jr.,
Esq., at Stubbs & Perdue, P.A., assists the Company in its
restructuring effort.  The Company estimated its assets and debts
at $10,000,001 to $50,000,000.


LEGACY AT JORDAN: Taps Stubbs & Perdue as Bankruptcy Counsel
------------------------------------------------------------
The Legacy at Jordan Lake, LLC, asks the U.S. Bankruptcy Court for
the Eastern District of North Carolina for permission to employ
Trawick H. Stubbs, Jr. and Stubbs & Perdue, P.A., as counsel.

Stubbs & Perdue will represent and assist the Debtor in carrying
out its duties as debtor-in-possession.

Mr. Stubbs tells the Court that Stubbs & Perdue received an
initial retainer of $25,000.  The funds were used for prepetition
legal services rendered to the Debtor.  Stubbs & Perdue received
an additional retainer of $26,039 to secure future fees and
expenses incurred.  The balance of the retainer was $17,389.

In addition to the initial retainer, Stubbs & Perdue required a
future advance promissory note in the maximum of $70,000, with
interest of 0% per annum.

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

Mr. Stubbs can be reached at:

     Stubbs & Perdue, P.A.
     310 Craven Street
     P.O. Box 1654
     New Bern, NC 28563-1654
     Tel: (252) 633-2700
     Fax: (252) 633-9600

                  About The Legacy at Jordan Lake

Headquartered in Apex, North Carolina, The Legacy at Jordan Lake,
LLC, filed for Chapter 11 bankruptcy protection on April 27, 2010
(Bankr. E.D. N.C. Case No. 10-03317).  Trawick H. Stubbs Jr.,
Esq., at Stubbs & Perdue, P.A., assists the Company in its
restructuring effort.  The Company estimated its assets and debts
at $10,000,001 to $50,000,000.


LEHMAN BROTHERS: Said to Have Left Execs. in Dark on Asset Sales
----------------------------------------------------------------
Bryan Marsal, the restructuring chief for Lehman Brothers Holdings
Inc. testified before the U.S. Bankruptcy Court for the Southern
District of New York that an accounting system failure left
executives in the dark about asset values following a contested
sale of Lehman's key business units to Barclays PLC, according to
Bankruptcy Law360.

                        About Lehman Brothers

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

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

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

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

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

               International Operations Collapse

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

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

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


LEHMAN BROTHERS: Seeks Court OK to Sell Interest in Berkeley
------------------------------------------------------------
Lehman Brothers Holdings Inc. is seeking authorization from a
bankruptcy judge in Manhattan to sell its limited partnership
interest in New Silk Route PE Asia Fund, L.P., netDockets Blog
reports.

Pursuant to a transfer agreement dated June 4, 2010, Berkeley
Investment Ltd. has agreed to pay Lehman Brothers $441,227 and
assume its obligations (both outstanding and future) to contribute
capital to the fund.  In addition, the report relates, the fund's
general partner, New Silk Route PE Associates, L.P., will withdraw
its proof of claim asserted against Lehman Brothers.

New Silk Route PE Asia Fund, L.P. is a $1.4 billion first time
private equity fund focused on investments in India.

As of December 31, 2009, the report notes, the fund had twelve
portfolio companies.

netDockets Blog says that Lehman Brothers committed to invest up
to $125 million in the fund, but only funded $28 million as of the
bankruptcy filing.  Since the bankruptcy filing, the report
relates, the fund has made five capital calls pursuant to which it
requested approximately $46.7 million in funding from Lehman
Brothers, none of which it provided.

According to the motion, Lehman Brothers' interest in the fund had
a net asset value of $17.6 million as of December 31, 2009, but
will be unlikely to recover any amount on account of the interest
and face substantial claims as a result of its failure to comply
with its funding obligations, the report adds.

                      About Lehman Brothers

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

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

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

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

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

               International Operations Collapse

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

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

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


LEHMAN BROTHERS: To Sell Interest in India Fund to Berkeley
-----------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Lehman Brothers
Holdings Inc. has an agreement to sell its interest in a private
equity fund named New Silk Route PE Asia Fund LP for $441,000 to
Berkeley Investment Ltd.  The net asset value of Lehman's limited
partnership interest in the fund was $17.6 million at the end of
2009.  Although Lehman doesn't intend to hold a formal auction,
other bids should be submitted by July 2, court papers say. The
hearing for approval of the sale is scheduled for July 14.

According to the report, Lehman has a commitment to fund its
limited partnership interest up to $125 million.  Lehman funded
$28 million before bankruptcy and since then failed to make
$48 million in capital calls.  When Lehman sells the limited
partnership interest, the managers of the fund will withdraw their
claims against Lehman for the unpaid capital calls and interest.

Lehman won approval last week to engage Sotheby's to sell the
corporate art collection at auction.  The sale is expected to
bring more than $10 million.

                       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)


LIBERTY MEDIA: Moody's Reviews 'Ba3' Probability of Default Rating
------------------------------------------------------------------
Moody's Investors Service placed Liberty Media LLC's B1 bond
instrument ratings and Ba3 Probability of Default Rating on review
for possible downgrade following the company's June 20, 2010
announcement that its board of directors has authorized management
to proceed with a plan to separate the Liberty Capital and Liberty
Starz tracking stock groups from its Liberty Interactive tracking
stock group.  Liberty's B1 bond ratings were placed on review for
possible downgrade as the distribution of assets and liquidity in
the hard spins would disproportionately and negatively affect the
holding company bonds.  The rating on Liberty's bonds would most
likely fall to B3 from B1 as the bonds would no longer have the
assets of LCAPA and LSTARZ to help mitigate the structural
subordination to QVC's debt with respect to QVC's assets.

The proposed spin-offs would reduce the amount of assets that
Liberty holds outside of QVC, Inc. (QVC -- Ba2 Corporate Family
Rating) and largely eliminate the rationale for Moody's
maintaining separate CFR's on QVC and Liberty.  Moody's affirmed
Liberty's B1 CFR as continued asset distributions were anticipated
in the corporate rating and the estimated post-spin after-tax
asset-to-debt and debt-to-EBITDA ratios (both incorporating
Moody's standard adjustments) of 1.8x and 5.7x, respectively, are
within the levels expected at the B1 CFR.  Moody's expects the CFR
would apply to the consolidated entity subsequent to the spin-
offs, which would result in a withdrawal of QVC's Ba2 CFR and Ba3
PDR.  The transaction would indirectly and negatively affect
Liberty's financial flexibility to support QVC, but QVC's debt
would still be primarily supported by a first claim on QVC's
assets and cash flow.  The instrument ratings on Liberty and QVC
would be evaluated on a combined basis within Moody's Loss Given
Default notching model once a single CFR is utilized.  Moody's
anticipates that QVC's credit facility and bond instrument ratings
would remain unchanged at Ba2.  Liberty's PDR would likely be
lowered to B1 from Ba3 as the mean family recovery rate assumption
would revert to 50% once the CFR's of Liberty and QVC are
combined.  Loss given default point estimates are also subject to
change.

On Review for Possible Downgrade:

Issuer: Liberty Media LLC

  -- Probabliity of Default Rating, Placed on Review for Possible
     Downgrade, currently Ba3

  -- Senior Unsecured Conv./Exch. Bond/Debenture, Placed on
     Review for Possible Downgrade, currently B1

  -- Senior Unsecured Regular Bond/Debenture, Placed on Review for
     Possible Downgrade, currently B1

Outlook Actions:

Issuer: Liberty Media LLC

  -- Outlook, Changed To Rating Under Review From Stable (bond
     ratings only)

The split-off is expected to occur in late 2010 or early 2011.
The expected instrument ratings for QVC and Liberty cited above
assume a combined B1 CFR, although Moody's will continue to
monitor the operating performance and capital structure expected
for Liberty subsequent to the spin-off including whether
additional asset swaps between Liberty's three tracking stocks are
contemplated as part of the proposed spin-offs.

The proposed split-off will be effected by the redemption of all
the outstanding shares of LCAPA and LSTARZ in exchange for shares
in a newly formed company.  Newco will hold substantially all the
assets and be subject to substantially all the liabilities
currently attributed to LCAPA and LSTARZ.  Liberty announced it
may offer to exchange its 3.125% notes due 2013 (Time Warner
exchangeables) for debt securities at Newco.  The 3.125% notes are
the only bonds issued by Liberty that are not attributed to LINTA.
Moody's does not expect the location of the 3.125% or replacement
instrument to affect Liberty's B1 CFR as a retention of the
$1.1 billion note by Liberty would likely occur with an equivalent
amount of after-tax assets or other credit support being
reattributed to LINTA in conjunction with the spin-off.  The B1
rating on the 3.125% notes would be withdrawn if it is redeemed as
part of the proposed spin-off.

The last rating action on Liberty occurred on November 20, 2009
when Moody's downgraded the company's CFR to B1 from Ba2.

Liberty'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 Liberty's core industry and
believes Liberty's ratings are comparable to those of other
issuers with similar credit risk.

Liberty, headquartered in Englewood, Colorado, is a holding
company that owns and operates a broad range of electronic
retailing, communications, and entertainment businesses and also
owns equity and debt positions in wide variety of technology,
media and telecommunications companies.


LIFEPOINT HOSPITALS: Fitch Affirms 'BB-' Issuer Default Rating
--------------------------------------------------------------
Fitch Ratings has affirmed these ratings for LifePoint Hospitals,
Inc.:

  -- Issuer Default Rating at 'BB-';
  -- Secured bank facility at 'BB-';
  -- Senior subordinated convertible notes and debentures at 'B'.

The ratings apply to approximately $1.5 billion in debt
outstanding as of March 31, 2010.  The Rating Outlook is revised
to Positive from Stable.

The ratings and the Outlook revision reflect sustained positive
momentum in LifePoint's credit metrics, which have improved to
levels more consistent with a 'BB' IDR, as well as the company's
healthy liquidity profile, strong organic revenue growth
reflecting its sole provider status in 45 of the 48 markets in
which it operates hospitals, and better than industry average
profitability.  Risks to the credit profile include LifePoint's
industry-lagging organic patient volume growth, which has
contributed to declining profitability over the past several
years, and the company's recently more aggressive cash deployment
policy, particularly as it pertains to hospital acquisitions.

An upgrade of the ratings over the next 12-18 months would be
supported by LifePoint continuing to make progress in addressing
the operating challenges which are contributing to its lagging
organic volume growth.  Recent signals that management's
operational initiatives are producing results include higher
levels of physician recruiting (the company met its goal to add a
net 5% to its physician rolls in 2008 and 2009), improved quality
scores and patient volume growth in targeted service lines
(including 28% growth in CT volumes and 13% growth in outpatient
radiology volumes in first quarter 2001 (1Q'10)).  Although the
company's organic patient volume trends continued to lag the
industry in 1Q'10, there are indications that it is beginning to
close the gap, as growth in same hospital adjusted admissions
turned positive in 3Q'08 and remained positive through 1Q'10.

After taking a hiatus in 2007-2008, LifePoint has recently ramped
up its hospital acquisition activity, and an upgrade of the rating
will depend upon the company's ability to integrate its recently
acquired hospitals without compromising further progress on
stemming organic volumes losses.  Integration of Rockdale Medical
Center, which LifePoint acquired in 1Q'09, appears to be
progressing fairly smoothly, with management reporting positive
outcomes in physician recruiting, negotiation of commercial
managed care contracts and reduction of operating expenses at the
property.

Fitch expects that LifePoint will continue to deploy cash to fund
hospital acquisitions; the company used cash on hand to fund the
$80 million 1Q'09 purchase of Rockdale, and is expected to use
about $154 million to fund the purchase of Sumner Regional Medical
Center, likely in 3Q'10.  Based on its moderately positive
operating and cash flow outlook for LifePoint, Fitch expects the
company would be able to fund one to two acquisitions of a similar
size and scope as Sumner out of internal cash resources annually.
In the past, the company has been willing to increase debt
leverage to fund acquisitions, and Fitch believes it would do so
again.  A debt-funded acquisition would not necessarily be
inconsistent with a 'BB' IDR, which contemplates debt-to-EBITDA
sustained between 3.0 times and 3.5x.  If the company completes an
acquisition requiring significant debt funding and resulting in
debt-to-EBITDA above 3.5x, a 'BB' IDR could be maintained if
LifePoint demonstrated willingness and ability to reduce debt
leverage within a year post acquisition.

Although Fitch expects the company to prioritize use of cash
to fund hospital acquisitions, LifePoint will likely also deploy
cash to repurchase shares.  The company approved a $100 million
share repurchase authorization in 3Q'09, which expires
January 2011; as of March 31, 2010, repurchases under the plan
totaled $5.2 million.  Fitch does not expect that LifePoint would
incur debt leverage to fund share repurchases.

LifePoint's credit metrics have improved, with debt-to-EBITDA
declining for the fourth consecutive year to 3.0x for the latest
12 months (LTM) ended March 31, 2010 from 3.2x for the LTM ended
March 31, 2009.  Since 2007, declines in leverage have been
entirely the result of growth in EBITDA, since debt has remained
constant at $1.5 billion.  LifePoint's credit profile is also
supported by a favorable debt maturity schedule and adequate
liquidity.  Since executing an amend and extend agreement on its
bank facility in 1Q'10, 2011-2012 principal amortization of the
term loan B portion of the facility has been reduced to
$249 million from $693 million, and expiration of the undrawn
$350 million credit revolver was extended to December 2012 from
April 2010.  Maturity of about $444 million of the term loan B was
extended to April 2015, contingent upon the refinancing of the
company's $575 million convertible notes due May 2014 (if not
refinanced, term loan B matures February 2014).  The amendment was
completed in exchange for an increasing in pricing.  Aside from
the bank facility and subordinated convertible notes the only
other debt in the capital structure is the $225 million
subordinated convertible debentures, maturing 2025.

If the company continues to deploy cash for acquisitions and share
repurchases, Fitch believes internal liquidity will not be
sufficient to cover the 2011 term loan B amortization, which
equals $185 million in that year.  However, it expects the company
will have capital market access to refinance the maturity.
Liquidity is provided by approximately $219 million of cash on
hand at March 31, 2010, availability on the company's $350 million
senior secured revolver ($312.5 million available at March 31,
2010), and free cash flow ($185.3 million for the LTM ended March
31, 2010).  In 2010, Fitch expects free cash flow (defined as cash
from operations less dividends and capital expenditures) to remain
relatively consistent with current levels.  LifePoint has ample
room under its credit facility financial maintenance covenants; as
of the March 31, 2010 test date LTM EBITDA would have to decline
by about 25% to trip the 4.0x leverage covenant.

The ratings on LifePoint's debt securities reflect Fitch's
recovery expectations for debt of high speculative grade issuers.
Specifically, the 'B' rating on the company's subordinated
convertible notes and debentures is two-notches below the 'BB-'
IDR, reflecting the large amount of secured debt in the capital
structure (70% of debt is secured), which would prejudice recovery
for the subordinated debt class.


LIONS GATE: Amends Revolving Credit Facility
--------------------------------------------
Lionsgate disclosed that JPMorgan Chase Bank, N.A. as
administrative agent, has secured requisite consent of the lending
syndicate to modify the "Change of Control" provisions contained
in the Company's $340 million revolving syndicated credit
facility.  Pursuant to the amendment, among other things, the
trigger threshold for a Change of Control has been increased from
in excess of 20% to in excess of 50% control or ownership of the
Company's equity securities.

The Company noted that the credit facility continues to carry a
favorable interest rate of LIBOR plus 2.50%, and that other key
financial terms and provisions remain unchanged.

On June 16, 2010, Icahn Partners LP, et al. said a total of 12.5%
of the outstanding Shares had been tendered into its exchange
offer.  On June 17, 2010, the Icahn Group updated this amount to
15,593,104 shares, or approximately 13.2% of the outstanding
Shares.

Lions Gate said in a regulatory filing that after careful
consideration, including a thorough review by the Special
Committee of the Board and by the Board, in consultation with
their respective financial and legal advisors, of the terms and
conditions of the Offer, the Board, by unanimous vote of the
directors present at a meeting held on June 16, 2010, and upon the
unanimous recommendation of the Special Committee, determined that
the Offer continues to be financially inadequate and continues not
to be in the best interests of Lions Gate, its shareholders and
other stakeholders.  Morgan Stanley and Perella Weinberg also
provided advice to the Special Committee.

Prior to the amendment of the Credit Facilities, a change of
control would have been triggered by, among other things, any
person or group acquiring ownership or control of in excess of 20%
of the equity securities of the Company having voting power to
vote in an election of directors to the Board of Directors.

                        About Lions Gate

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

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

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


LUCKY LURE: Files for Chapter 7 After Virus Wipes Out Crickets
--------------------------------------------------------------
The Lucky Lure Cricket Farm in Leesburg, Florida, earlier this
month filed for Chapter 7 bankruptcy liquidation after a virus
contaminated the facility and wiped out the cricket colonies
earlier this year.  Owner Beth Payne unsuccessfully tried to
restart the facility four times, spending thousands of dollars'
worth of chemicals and sterilization equipment.

The petition was filed before the U.S. Bankruptcy Court in
Orlando.  Lucky Lure listed assets of about $1.7 million and debts
of $477,000.  Its biggest creditor, Bankfirst, is owed more than
$380,000.

Drion Boucias, an entomology professor at the University of
Florida, told the Orlando Sentinel that there's not a known cure
for the virus, which has caused a nationwide shortage of crickets.
The densovirus, which has also been blamed for killing off cricket
farms in Europe, is species-specific and is nearly impossible to
remove, Ms. Boucias said.



MESA AIR: Debtor Ritz Hotel to Abandon Del Rio Hotel
----------------------------------------------------
Debtor Ritz Hotel Management Corp. notifies the Court, pursuant
to Section 554(a) of the Bankruptcy Code, Rule 6007 of the
Federal Rules of Bankruptcy Procedure, and Rule 6007-1 of the
Local Bankruptcy Rules for the Southern District of New York, of
its intent to abandon the 54-room "Del Rio Hotel" property,
effective July 7, 2010.

The Del Rio Property is located on a 1.930-acre site at 2200 West
Main Street, in Mesa, Maricopa County, Arizona.  The Del Rio
Property is operated by the Debtors as an employee dormitory, and
is not being operated as a going-concern hotel facility.  The
title to the Del Rio Property is vested in the Debtor RHMC, and
was acquired on April 4, 1999, from Bozidar & Nada Pesakovic.

The Del Rio Property is subject to a prepetition first mortgage
held by certain Prepetition Lienors pursuant to a promissory note
entered into by the parties.  RHMC has considered the appraised
value of the Del Rio Property, the amount of the Prepetition
Lienors' claim for principal and interest secured by the
Property, and the monthly costs to maintain the Property, and has
determined that the Property is of inconsequential value to its
estate.

RHMC informs the Court that upon the abandonment of the Del Rio
Property, the Prepetition Lienors will accept a deed in lieu of
foreclosure with respect to the Property.

If no objection is filed by June 29, 2010, the proposed
abandonment of the Del Rio Property may proceed immediately.  If
a written objection is timely served and filed, a hearing will be
held to consider the proposed abandonment on July 7, 2010,
prevailing Eastern Time.

                     About Mesa Air Group

Mesa currently operates 130 aircraft with approximately 700 daily
system departures to 127 cities, 41 states, Canada, and Mexico.
Mesa operates as Delta Connection, US Airways Express and United
Express under contractual agreements with Delta Air Lines, US
Airways and United Airlines, respectively, and independently as
Mesa Airlines and go! Mokulele.  This operation links Honolulu to
the neighbor island airports of Hilo, Kahului, Kona and Lihue. The
Company, founded by Larry and Janie Risley in New Mexico in 1982,
has approximately 3,500 employees.

Mesa Air Group Inc. and its units filed their Chapter 11 petitions
Jan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), listing
assets of $976 million against debt totaling $869 million as of
Sept. 30, 2009.

Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as local counsel.
Imperial Capital LLC is the investment banker.  Epiq Bankruptcy
Solutions is claims and notice agent.

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


MESA AIR: Wins Nod to Hire SGR as Aviation Counsel
--------------------------------------------------
Mesa Air Group Inc. and its units sought and obtained the Court's
authority to hire Smith, Gambrell & Russell, LLP, as their special
aviation counsel, nunc pro tunc to the Petition Date.

SGR will provide these services, among others:

  (a) Advise, negotiate and draft replacement leases for
      aircraft, engines and other equipment agreements with
      various equipment lessors;

  (b) Advise the Debtors in connection with the implementation
      of revised ownership structures or transfers of ownership
      of certain aircraft and related aviation equipment that
      will be subject to replacement leases with Mesa Airlines,
      Inc. as lessee;

  (c) Advise the Debtors in connection with Federal Aviation
      Administration and Convention on International Interests
      in Mobile Equipment (Cape Town Convention) matters;

  (d) Advise the Debtors in connection with certain tax matters;

  (e) Assist the Debtors in connection with certain aviation
      insurance matters; and

  (f) Provide further aviation-related legal assistance in
      connection with the Debtors' aircraft and engine fleet as
      requested by the Debtors from time to time.

SGR will use its best efforts to avoid any duplication of
services provided by any of the Debtors' other retained
professionals.

SGR will be paid its customary hourly rates and will be
reimbursed for reasonable and necessary expenses.  The current
hourly rates of the principal attorneys and paralegals designated
to represent the Debtors are:

              Howard E. Turner                 $615
              Ronald E. Barab                  $555
              Peter B. Barlow                  $495
              Thomas J. Stalzer                $490
              Scott A. Harty                   $475
              Donald B. Mitchell               $435
              Walter H. Hinton, II             $415
              Nick F. Ivezaj                   $390
              Hong S. Wills                    $295
              Jessica A. Rissmiller            $260
              Virginia S. Eden                 $240
              Lorna Virts                      $195

Peter B. Barlow, Esq., a partner at Smith, Gambrell & Russell,
LLP, disclosed in his declaration that, during the one-year
period from January 5, 2009, to the Petition Date, the firm
received $42,525 in compensation from the Debtors for certain
prepetition advice and services.  He added that the Debtors were
indebted to SGR at the Petition Date on account of services
rendered and expenses incurred on behalf of the Debtors before
the Petition Date.  SGR has, however, in order to eliminate any
potential conflict or appearance of an adverse interest, waived
the indebtedness and agreed to make no claim in the Debtors'
Chapter 11 cases on account of that indebtedness.

SGR has not represented the Debtors, their creditors, equity
security holders, or any other parties in interest, or their
attorneys, in any matter relating to the Debtors or their
estates, Mr. Barlow told the Court.  He attested that SGR does
not hold or represent any interest adverse to the Debtors or
their estates.

                     About Mesa Air Group

Mesa currently operates 130 aircraft with approximately 700 daily
system departures to 127 cities, 41 states, Canada, and Mexico.
Mesa operates as Delta Connection, US Airways Express and United
Express under contractual agreements with Delta Air Lines, US
Airways and United Airlines, respectively, and independently as
Mesa Airlines and go! Mokulele.  This operation links Honolulu to
the neighbor island airports of Hilo, Kahului, Kona and Lihue. The
Company, founded by Larry and Janie Risley in New Mexico in 1982,
has approximately 3,500 employees.

Mesa Air Group Inc. and its units filed their Chapter 11 petitions
Jan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), listing
assets of $976 million against debt totaling $869 million as of
Sept. 30, 2009.

Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as local counsel.
Imperial Capital LLC is the investment banker.  Epiq Bankruptcy
Solutions is claims and notice agent.

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


MIDWEST BANC: Delisted From Nasdaq Effective June 21
----------------------------------------------------
The Nasdaq Stock Market, Inc., determined to remove from listing
the common stock of Midwest Banc Holdings, Inc., effective at the
opening of the trading session on June 21, 2010.  Based on review
of information provided by the Company, Nasdaq Staff determined
that the Company no longer qualified for listing on the Exchange
pursuant to Listing Rules 5101, 5110(b), and IM-5101-1.  The
Company was notified of the Staffs determination on May 17, 2010.
The Company did not appeal the Staff determination to the Hearings
Panel, and the Staff determination to delist the Company became
final on May 26, 2010.

Midwest Banc Holdings, Inc. is a community-based bank holding
company headquartered in Melrose Park, Illinois.  Through its
wholly owned subsidiaries, the Company provides a wide range of
services, including traditional banking services, personal and
corporate trust services, and insurance brokerage and retail
securities brokerage services.  The Company's principal operating
subsidiary is Midwest Bank and Trust Company, an Illinois state
bank that operates 26 banking centers in the Chicago metropolitan
area.

The Company's balance sheet as of March 31, 2010, showed
$3.182 billion in assets and $3.232 billion of liabilities, for a
stockholders' deficit of $49.5 million.

                          *     *     *

As reported in the Troubled Company Reporter on April 6, 2010,
PricewaterhouseCoopers LLP, in Chicago, expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company has experienced
significant net losses during 2008 and 2009, is undercapitalized
at December 31, 2009, does not have sufficient liquidity to meet
the potential demand for all amounts due under certain lending
arrangements with its primary lender upon expiration of a related
forbearance agreement that expires on March 31, 2010, and its
ability to raise sufficient new equity capital in a timely manner
is uncertain.


MILLENNIUM MULTIPLE: Taps Watts & Watts as Local Counsel
--------------------------------------------------------
Millennium Multiple Employer Welfare Benefit Plan has asked for
authorization from the U.S. Bankruptcy Court for the Western
District of Oklahoma to employ Watts & Watts as local counsel,
nunc pro tunc to the Petition Date.

Watts & Watts will, among other things:

     a) advise the Debtor on local customs, rules and procedures
        in the Eastern District of Oklahoma;

     b) represent the Debtor in certain litigation certain
        litigation currently pending in the Eastern District of
        Oklahoma to the extent that the litigation is not stayed
        and/or the Debtor believes that it is in its best interest
        for the litigation to proceed to resolution post-petition,
        or in which Watts & Watts represented the Debtor pre-
        petition, including:

        1. CIV-09-01113
        2. CV-09-01235
        3. CV-09-01243
        4. CV-10-00083
        5. CV-10-00088

     c. assist the Debtor in removing and attempting to transfer
        certain of the Eastern District Litigation to the
        Bankruptcy Court; and

     d. assist in opposing any attempt to remand the Eastern
        District Litigation or to transfer it out of the
        Bankruptcy Court.

Because the Debtor seeks only to employ Watts & Watts as special
counsel, Watts & Watts and the Debtor believe that this does not
create an impermissible conflict of interest.

Watts & Watts will be paid $250 per hour for its services.

Philip O. Watts, a partner at Watts & Watts, assures the Court
that the firm is a "disinterested person" as that term is defined
in Section 101(14) of the Bankruptcy Code.

ichardson, 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.


MILLENNIUM MULTIPLE: Taps Franklin Skierski as Gen. Bankr. Counsel
------------------------------------------------------------------
Millennium Multiple Employer Welfare Benefit Plan has sought
permission from the U.S. Bankruptcy Court for the Western District
of Oklahoma to employ Franklin Skierski Lovall Hayward, LLP, as
general bankruptcy counsel, nunc pro tunc to the Petition Date.

Franklin Skierski will, among other things:

     a) consult with the Debtor, its creditors, its Trustee and
        Third Party Administrator, and representatives of the
        United States Trustee concerning the administration of
        this case and the property of the estate;

     b) assist the Debtor with the continuing operation of its
        business during the course of the Chapter 11 case;

     c) negotiate, drafting and seeking approval of a bankruptcy
        Plan on the Debtor's behalf;

     d) perform other services that are in the best interest of
        the estate.

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

        Peter A. Franklin III             $400
        Doug Skierski                     $350
        Erin K. Lovall                    $300

Doug Skierski, a partner at Franklin Skierski, 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.


MILLENNIUM MULTIPLE: Asks for Court OK to Hire Special Counsel
--------------------------------------------------------------
Millennium Multiple Employer Welfare Benefit Plan has asked for
authorization from the U.S. Bankruptcy Court for the Western
District of Oklahoma to employ Little Pedersen Fankhauser L.L.P.
(LPF); Mitchell, Williams, Selig, Gates & Woodyard, P.L.L.C.; and
Gilbert Russell McWherter PLC (GRM) as special counsel, nunc pro
tunc to the Petition Date.

The Debtor wants to hire LPF to advise the Debtor with respect to
certain litigation originally filed in the 334th District Court of
Harris County, Texas under Cause No. 2009-81719, styled Epstein
Becker Green Wickliff & Hall, P.C., v. Millenium Multiple Employer
Welfare Benefit Plan to the extent that such litigation is not
stayed and/or the Debtor believes that it is in its best interest
for the litigation to proceed to resolution post-petition.  The
Epstein Becker Litigation involves issues relating to the Debtor's
insurance coverage and the Debtor's obligation, if any, to pay
attorneys' fees allegedly earned by the Epstein Becker law firm in
an action in which the law firm was retained by the Debtor's
insurer to defend the Debtor.  LPF may also assist the Debtor in
removing the Epstein Becker Litigation to the Bankruptcy Court.
LPF may also assist in opposing any attempt to remand the Epstein
Becker Litigation or to transfer it out of the Bankruptcy Court.
LPF will be paid $475 per hour for its services.

The Debtor wants to employ Mitchell Williams to advise the Debtor
with respect to certain litigation filed in the Circuit Court of
Sebastian County, Arkansas under Cause No. CV-2009-284 styled
Harvey-Preston Electric Company, Inc., et al. v. Millennium
Multiple Employer Welfare Benefit Plan, et al., to the extent that
such litigation is not stayed and/or the Debtor believes that it
is in its best interest for such litigation to proceed to
resolution postpetition.  The Arkansas Litigation involves issues
relating to the Defendants' allegedly wrongful inducement of
Plaintiffs to invest in the Millennium Plan.  Mitchell Williams
may also assist the Debtor in removing the Arkansas Litigation to
the Bankruptcy Court.  Mitchell Williams may also assist in
opposing any attempt to remand the Arkansas Litigation or to
transfer it out of the Bankruptcy Court.  Mitchell Williams will
be paid $185 per hour for its services.

The Debtor wants to employ GRM to advise the Debtor with respect
to certain litigation currently pending in the Chancery Court of
Davidson County.  Tennessee and the Chancery Court of Madison
County, Tennessee to the extent that such litigation is not stayed
and/or the Debtor believes that it is in its best interest for
such litigation to proceed to resolution post-petition.  GRM may
also assist the Debtor in removing and attempting to transfer the
Tennessee Litigation to the Bankruptcy Court.  GRM may also assist
in opposing any attempt to remand the Davidson County Litigation
or the Madison County Litigation or to transfer those cases out of
the Bankruptcy Court.  Since the filing of both the Davison County
Litigation and the Madison County Litigation, GRM has served as
local counsel to the Debtor.  GRM will be paid $275.00 per hour
for its services.

The Debtor believes that the employment of special counsel will
enhance and won't duplicate the employment of Debtor's proposed
general bankruptcy counsel, the Debtor's proposed special
bankruptcy counsel and the employment of other professionals
retained by the Debtor to perform tasks that are unrelated to the
work to be performed by Mitchell Williams.  The special counsel
will work with the other professionals retained by the Debtor to
avoid any such duplication.

                     About Millennium Multiple

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.


MOLECULAR INSIGHT: Receives 3rd Extension of Waiver Agreement
-------------------------------------------------------------
Molecular Insight Pharmaceuticals, Inc. has received a third
extension of its waiver agreement with its Bond holders, allowing
debt restructuring discussions to progress.

Earlier this year, Molecular Insight executed waiver agreements
and subsequent amendments with holders of the Company's
outstanding Senior Secured Bonds and the Bond Indenture trustee
and announced ongoing discussions with the holders of its Bonds
concerning a restructuring of its outstanding debt.  Under terms
of the third waiver announced, the Bond holders and Bond Indenture
trustee agreed to extend the waiver of a default arising from the
inclusion of a going concern explanatory paragraph in the
independent auditor's report on the Company's financial statements
for the year ended December 31, 2009 and other technical defaults
under the Bond Indenture.  The term of the third waiver is
extended until 12:01 AM Eastern Daylight Time on July 2, 2010.
During this waiver period, the Company expects to conclude
discussions with its Bond holders regarding the principal terms of
a potential restructuring of its $194 million of outstanding debt.
There are no assurances, however, that such discussions will be
successfully concluded.

The waiver continues to be subject to a number of terms and
conditions relating to the provision of certain information to the
Bond holders, among other conditions and matters.  In the event
that the waiver expires or terminates prior to the successful
conclusion of the Company's negotiations with its Bond holders
regarding the restructuring of its outstanding debt, the Company
will be in default of its obligations under the Indenture and the
Bond holders may choose to accelerate the debt obligations under
the Indenture and demand immediate repayment in full and seek to
foreclose on the collateral supporting such obligations. If the
Company's debt obligations are accelerated or are not restructured
on acceptable terms, it is likely the Company will be unable to
repay such obligations and may seek protection under the U.S.
Bankruptcy Code or similar relief.

                    About Molecular Insight

About Molecular Insight Pharmaceuticals, Inc. Molecular Insight
Pharmaceuticals is a clinical-stage biopharmaceutical company and
pioneer in molecular medicine.  The Company is focused on the
discovery and development of targeted therapeutic and imaging
radiopharmaceuticals for use in oncology.  Molecular Insight has
five clinical-stage candidates in development.


MORTON INDUSTRIAL: Creditors Want to Sue Insiders
-------------------------------------------------
Bill Rochelle at Bloomberg News reports that the Official
Committee of Unsecured Creditors for Morton Industrial Group Inc.
is asking the bankruptcy judge for permission to sue former
officers and directors in connection with a leveraged buyout and
recapitalization in August 2006.  The Committee believes the
Company became insolvent as a result of the LBO.  They point out
how insiders received more than $20 million through the
transaction.  The Committee believes that the 2006 LBO was a
fraudulent transfer because the Company didn't receive enough in
return for the $10 a share it paid out to old stockholders.  The
motion is on the calendar for June 30.

Bloomberg relates that the Committee contends the Company has no
ability to pursue claims.  In June 2009, the Company won court
approval to sell its business for $33 million.  MIG Acquisition
Corp, the stalking-horse bidder, was under contract to purchase
the assets for $33 million, absent higher and better bids.

                      About Morton Industrial

Headquartered in Morton, Illinois, Morton Industrial Group Inc. --
http://www.mortongroup.com/-- and its affiliates are contract
metal fabricators serving an array of Original Equipment
Manufacturers.  The Debtors operate five manufacturing facilities
located in the Midwestern and Southeastern United States.  The
Debtors' customers are Caterpillar Inc., Deere & Co., JLG
Industries, Inc., Hallmark Cards, Kubota Manufacturing of America
and Winnebago Industries, Inc.

Morton Industrial and its affiliates, including MMC Precision
Holdings Corp., filed for Chapter 11 protection on March 22, 2009,
(Bankr. D. Del. Lead Case No.: 09-10998) Paul, Hastings, Janofsky
& Walker LLP represents the Debtors in their restructuring
efforts.  The Debtors propose to hire Paul N. Heath, Esq., at
Richards, Layton & Finger PA as co-counsel, AlixPartners, LLP as
restructuring advisors, Kurtzman Carson Consultants LLC as claims,
noticing and balloting agent.  Roberta A. DeAngelis, United States
Trustee for Region 3, appointed three members to serve on the
Official Committee of Unsecured Creditors of Morton Industrial
Group Inc. and its debtor-affiliates.  The Debtors listed
estimated assets of $50 million to $100 million and estimated
debts of $100 million to $500 million.


MULTI PACKAGING: S&P Affirms Corporate Credit Rating at 'B'
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'B'
corporate credit rating on New York-based Multi Packaging
Solutions Inc.  The outlook is stable.

At the same time, S&P revised the ratings on John Henry Holdings
Inc.'s senior secured credit facilities following the borrower's
completed recapitalization.  S&P raised the issue-level ratings on
the final $212.5 million senior secured credit facilities to 'B+'
(one notch above the corporate credit rating on MPS) from 'B', and
S&P revised the recovery ratings to '2', indicating its
expectation of substantial (70%-90%) recovery in a payment default
scenario, from '3'.  The credit facilities include a $30 million
revolving credit facility and a $182.5 million term loan (down
from the previously planned $215 million term loan) and are
guaranteed by MPS.  The reduction to the facility size, together
with revised terms and conditions that include a 5% amortization
on term debt (up from 1%), support the improved recovery ratings.

MPS used funds from the facilities to refinance existing first-
and second-lien debt, and thereby extend the company's debt
maturity profile.  Funds were also used to pay approximately
$65 million in dividends to preferred shareholders that had
accrued under the series B preferred securities.  Subject to
certain terms and conditions, the company has the option to pay
another $15 million dividend around the 2010 fiscal year end
(June 30, 2010), which S&P expects to occur.

"The rating actions also reflect S&P's expectations that Multi
Packaging will continue to generate sufficient cash flows to fund
growth objectives and maintain credit measures appropriate for the
current ratings, despite increased cash outflows from higher
amortization and interest requirements and a minimal cash balance
after the expected fiscal year-end dividend payment," said
Standard & Poor's credit analyst Ket Gondha.


NAVJOT LLC: Files Schedules of Assets and Liabilities
-----------------------------------------------------
Navjot, LLC, filed with the U.S. Bankruptcy Court for the Northern
District of California its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $14,370,000
  B. Personal Property                    $0
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $12,925,569
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $21,767
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $561,820
                                 -----------      -----------
        TOTAL                    $14,370,100      $13,509,156

San Rafael, California-based Navjot, LLC, filed for Chapter 11
bankruptcy protection on April 27, 2010 (Bankr. N.D. Calif. Case
No. 10-11533).  David N. Chandler, Esq., at the Law Offices of
David N. Chandler, assists the Company in its restructuring
effort.  The Company estimated its assets and debts at $10,000,001
to $50,000,000.


NAVJOT LLC: Gets Court Approval to Utilize Real Property Rents
--------------------------------------------------------------
The Hon. Alan Jaroslovsky of the U.S. Bankruptcy Court for the
Northern District of California, in a final order, authorized
Navjot, LLC, to utilize the rents from the real property located
at 854-866 Fourth St., San Rafael, California for the payment of
insurance and other expenses.

The Debtor is represented by:

     David N. Chandler, Sr., Esq.
     David N. Chandler, Jr., Esq.
     David N. Chandler, p.c.
     1747 Fourth Street
     Santa Rosa, CA 95404
     Tel: (707) 528-4331

San Rafael, California-based Navjot, LLC, filed for Chapter 11
bankruptcy protection on April 27, 2010 (Bankr. N.D. Calif. Case
No. 10-11533).  David N. Chandler, Esq., at the Law Offices of
David N. Chandler, assists the Company in its restructuring
effort.  The Company estimated its assets and debts at $10,000,001
to $50,000,000.


NEWARK GROUP: Plan Confirmation Hearing Set for July 30
-------------------------------------------------------
The Newark Group, Inc., et al., have filed a joint prepackaged
plan of reorganization and disclosure statement with the U.S.
Bankruptcy Court for the District of New Jersey.  The Debtors will
seek approval of their prepackaged Chapter 11 plan of
reorganization and disclosure statement at the combined hearing on
July 30, 2010.

Objections to the disclosure statement or the confirmation of the
Plan must be filed with the Clerk of Court by 4:00 p.m. (Eastern
Time) on July 16, 2010.

Under the Plan, general unsecured claims won't be affected by the
bankruptcy cases and, subject to approval by the bankruptcy court,
are anticipated to be paid in full in the ordinary course of
business during the pendency of these bankruptcy cases or
thereafter in accordance with their terms.

Copies of the Plan and disclosure statement are available for free
at:

            http://bankrupt.com/misc/NEWARK_plan.pdf
            http://bankrupt.com/misc/NEWARK_ds.pdf

                         Treatment of Claims

                                Estimated
                                Allowed
                                Amount (as
                                Of March 31,  Estimated   Entitled
  Classification    Treatment   2010)         Recovery    to Vote
  --------------    ---------   -----------   --------    -------
Class 1 - Priority  Unimpaired  To be
Non-Tax Claims                  determined       100%        No

Class 2 - Other
Secured Claims      Unimpaired   $2.2 million    100%        No

Class 3 - Pre-
petition ABL Claims Unimpaired   $39.9 million   100%        No

Class 4 - Pre-
petition CL Claims  Unimpaired   $83.4 million   100%        No

Class 5 - General
Unsecured Claims    Unimpaired   $81.9 million   100%        No

Class 6 - Pre-
petition Notes
Claims              Impaired     $201.5 million  75.4%       Yes

Class 7 - Von
Zuben Subordinated
Unsecured Note
Claim               Impaired     $4.8 million     33.3%      Yes

Class 8 - Equity
Interests           Impaired     N/A              $2.4MM     Yes

Class 9 - ESOP
Interests           Impaired     N/A              $3.1MM     Yes

                        About Newark Group

Cranford, New Jersey-based The Newark Group, Inc., manufactures
and sells recycled paperboard and paperboard products.  The
company operates in three segments: Paperboard, Converted Products
and International.

The Company, along with affiliates, filed for Chapter 11
bankruptcy protection on June 9, 2010 (Bankr. D. N.J. Case No. 10-
27694).  Kenneth Rosen, Esq., at Lowenstein Sandler, assists the
Company in its restructuring effort.

Jefferies & Company is the Company's investment banker.
AlixPartners LLP is the Company's restructuring financial
advisors.  Deloitte & Touche LLP is the Company's accounting
Advisors.  Kurtzman Carson & Consultants LLC is the Company's
claims, balloting & noticing agent.

The Company estimated its assets and debts at $100,000,001 to
$500,000,000.


NOBLEWORKS INC: Organizational Meeting to Form Panel on July 1
--------------------------------------------------------------
Roberta A. DeAngelis, Acting United States Trustee for Region 3,
will hold an organizational meeting on July 1, 2010, at 10:00 a.m.
in the bankruptcy case of Nobleworks, Inc.  The meeting will be
held at the United States Trustee's Office, One Newark Center,
21st Floor, Room 2106, Newark, NJ 07102.

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

Nobleworks, Inc., filed for Chapter 11 bankruptcy protection on
June 11, 2010 (Bankr. D.N.J. June 11, 2010).


NOVASTAR FINANCIAL: Anderson, Barmore to Serve as Directors
-----------------------------------------------------------
NovaStar Financial Inc. reported that W. Lance Anderson and
Gregory T. Barmore were elected to serve as Class II directors to
hold office until the 2013 Annual Meeting of Shareholders and
until their successors are elected and qualified.  The Company's
shareholders also ratified the appointment of Deloitte & Touche
LLP to serve as the Company's independent registered public
accounting firm for the 2010 fiscal year.

                     About NovaStar Financial

NovaStar Financial, Inc., used to originate, purchase, securitize,
sell, invest in and service residential nonconforming mortgage
loans and mortgage backed securities.  During 2007 and early 2008,
NovaStar discontinued its mortgage lending operations and sold its
mortgage servicing rights which subsequently resulted in the
closure of its servicing operations.

At December 31, 2009, the Company had total assets of
$1.459 billion against total liabilities of $2.536 billion,
resulting in shareholders' deficit of $1.076 billion.  At
December 31, 2008, shareholders' deficit was $876.773 million.


OCWEN FINANCIAL: Moody's Affirms 'B2' Senior Unsecured Rating
-------------------------------------------------------------
Moody's Investors Service affirmed Ocwen Financial Corporation's
B2 senior unsecured rating and changed its rating outlook to
stable from negative.

The change in outlook reflects Ocwen's recent and pending
residential mortgage servicing acquisitions which offset the
substantial servicing book declines the company experienced in
2008 and 2009.  Ocwen's servicing portfolio declined from
$53.5 billion at the end of 2007 to $38.4 billion in mid-2009.
Since that low point the company has added approximately
$7 billion in subservicing from Freddie Mac and purchased the
mortgage servicing rights on $6.9 billion of residential mortgages
from Saxon Mortgage Services in the second quarter of 2010.
Additionally, the company has signed a definitive agreement to
acquire the Barclays HomEq Servicing platform and the related
servicing rights of $28 billion.  Ocwen anticipates its servicing
portfolio will increase to approximately $85 billion after it
completes the purchase of the HomEq Servicing business in the
third quarter of 2010.

Also supporting the stable outlook are the company's capital and
liquidity positions.  Ocwen raised a net $274 million of common
equity in the third quarter of 2009 which will allow the company
to maintain leverage metrics at an appropriate level after the
HomEq acquisition.  Although Ocwen's liquidity position is focused
on secured short-term funding, the company has demonstrated market
access through new servicing advance facilities and extensions of
existing facilities.  The HomEq servicer advances will be
partially funded with a three year facility provided by Barclays.

Moody's expects that Ocwen will be able to integrate the HomEq
acquisition without negative effects on its liquidity and
operating results.  Ocwen could be downgraded if the HomEq
integration is not managed properly.

Ocwen's ratings could be upgraded if the company substantially
reduces its reliance on secured debt and diversifies its earnings.

The last rating action on Ocwen was on August 13, 2008, when
Moody's confirmed the company's ratings with a negative outlook.

Ocwen is based in West Palm Beach, Florida and reported assets of
$1.8 billion at March 31, 2010.

Outlook Actions:

Issuer: Ocwen Capital Trust I

  -- Outlook, Changed To Stable From Negative

Issuer: Ocwen Financial Corporation

  -- Outlook, Changed To Stable From Negative


PACIFIC METRO: Financial Woes Cue Chapter 11 Bankruptcy Filing
--------------------------------------------------------------
Silicon Valley Mercury News reports that Pacific Metro filed for
bankruptcy under Chapter 11 in the U.S. Bankruptcy Court in San
Jose, California, to ease the Company's real estate costs.  A
person familiar with the filing said the company has lost money
the last two year despite increasing revenue.  Pacific Metro makes
reproductions of artist Thomas Kinkade's works.


PAETEC HOLDING: DeRiggi Adopts Prearranged Trading Plan
-------------------------------------------------------
Mario DeRiggi, the Executive Vice President and President,
National Sales and Service of PAETEC Holding Corp., adopted a
prearranged trading plan to sell shares of PAETEC's common stock.

The trading plan is designed to comply with Rule 10b5-1 under the
Securities Exchange Act of 1934, as amended, and PAETEC's policies
regarding stock transactions.  Rule 10b5-1(c) permits directors,
officers and other stockholders who are not in possession of
material non-public information to adopt a prearranged plan or
contract for the purchase or sale of the registrant's securities
subject to specified restrictions.

The trading plan entered into by Mr. DeRiggi provides for his sale
of up to 119,132 shares of PAETEC common stock during specified
periods occurring between July 2010 and June 2011.  The trading
plan will not reduce the ownership of PAETEC shares by Mr. DeRiggi
below PAETEC's applicable stock ownership guidelines for executive
officers.  Any sales made pursuant to the trading plan will be
based on share amounts and other conditions specified in the plan.

All stock transfers under the trading plan will be disclosed
publicly in accordance with applicable securities laws, rules and
regulations through appropriate filings with the U.S. Securities
and Exchange Commission.

                    About PAETEC Holding

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

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

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

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

                        *     *     *

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

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


PATRICK HACKETT: Files Plan of Reorganization
---------------------------------------------
Wisebuys, Inc. (formerly known as Hackett's Stores, Inc.)'s
subsidiary Patrick Hackett Hardware Company filed its Disclosure
Statement and Plan of Reorganization with the United States
Bankruptcy Court.  Additionally, the Company has learned that the
United States Trustee has withdrawn its motion to dismiss or
convert the case to a Chapter 7.

Patrick Hackett President, Herbert Becker, stated, "We are pleased
by the court's actions and to take this necessary first step to
reorganize Patrick Hackett and hopefully successfully emerge from
bankruptcy protection."  Mr. Becker continued, "This has been a
particularly trying time, which was initiated after Wells Fargo
forced the premature repayment of Patrick Hackett's $5 million
revolving line of credit.  And although we managed to repay that
loan in full the company had no choice but to ultimately seek
protection under the code.  And as the plan states, we hope to
move past this unfortunate period by January 2011."

The company announced it recently executed a term sheet with ACG
Consulting that called for a $3 million capital raise for Patrick
Hackett Hardware Company, and the company expects to sign
definitive agreements shortly.

                      About Patrick Hackett

Hackett's Stores, Inc., is the parent company of Patrick Hackett
Hardware Company and HIIO, Inc.  Patrick Hackett Hardware Company
has a wide variety of merchandise and business lines, including a
full service hardware, consumer electronics, equipment rental,
brand name clothing, footwear, sporting goods and gourmet foods.
HIIO, Inc., represents a concept platform for a new specialty
retailer focused on fashion clothing and outerwear, footwear and
selected gift items.  There are currently no HIIO-branded stores
opened to date.

Hackett's Stores, Inc. (Pink Sheets:HCKI) is a holding of Seaway
Valley Capital Corporation (Pink Sheets:SEVA).

Based in New York, Patrick Hackett Hardware Company --
http://www.hackettsonline.com/-- began in 1830 as a hardware
store in upstate New York.  Hacketts now operates full-service
department stores and a specialty store, selling a full line of
clothes, consumer electronics, cell phones, shoes, housewares,
hardware and others.

Patrick Hackett filed for Chapter 11 on November 10, 2009 (Bankr.
N.D. N.Y Case No. 09-63135).  The Debtor disclosed less than
$10,000,000 in total asset

Hackett's Stores, Inc., whose shares trade currently on the Pink
Sheets, is not nor has ever been in bankruptcy or bankruptcy
protection."


PHILADELPHIA NEWSPAPERS: Unions, Pension Funds Oppose Plan
----------------------------------------------------------
Bill Rochelle at Bloomberg News reports that several labor unions
and pension funds filed objections to the reorganization plan for
Philadelphia Newspapers LLC.  The unions contend that the plan
improperly cuts off the pension funds' right to make the buyers
liable as successors to the business.

Bloomberg adds that McClatchy Co., which sold the newspapers to
the current owners in 2006, likewise objected, saying some
unsecured creditors are paid more than others.  McClatchy argues
that mezzanine lenders in some circumstances could be paid three
times as much as other unsecured creditors.

Ten objections were filed Friday in the U.S. Bankruptcy Court for
the Eastern District of Pennsylvania, according to Law360.

The confirmation hearing for approval of the Plan is scheduled to
begin June 24.

The Chapter 11 plan was based on the sale of the business to
pre-bankruptcy secured lenders.  In April, Philadelphia Newspapers
held an auction where the senior lenders' $139 million offer
emerged as the highest bid.  The deal includes:

     $39.2 million in debt; and
     $69 million in cash equity, plus
     $30 million, as the estimated value for the purposes of the
         bankruptcy auction, of the Company's real estate

                   About Philadelphia Newspapers

Philadelphia Newspapers -- http://www.philly.com/-- owns and
operates numerous print and online publications in the
Philadelphia market, including the Philadelphia Inquirer, the
Philadelphia Daily News, several community newspapers, the
region's number one local Web site, philly.com, and a number of
related online products. The Company's flagship publications are
the Inquirer, the third oldest newspaper in the country and the
winner of numerous Pulitzer Prizes and other journalistic
recognitions, and the Daily News.

Philadelphia Newspapers and its debtor-affiliates filed for
Chapter 11 bankruptcy protection on February 22, 2008 (Bankr. E.D.
Pa. Case No. 09-11204).  Mark K. Thomas, Esq., and Paul V.
Possinger, Esq., at Proskauer Rose LLP in Chicago, Illinois; and
Lawrence G. McMichael, Esq., Christie Callahan Comerford, Esq.,
and Anne M. Aaronson, Esq., at Dilworth Paxson LLP, in
Philadelphia, Pennsylvania, serve as bankruptcy counsel.  The
Debtors' financial advisor is Jefferies & Company Inc.  The Garden
City Group, Inc., serves as claims and notice agent.

Ben Logan, Esq., at O'Melveny & Myers LLP in Los Angeles,
California; and Gary Schildhorn, Esq., at Eckert Seamans Cherin &
Mellott, LLC in Philadelphia, represent the Official Committee of
Unsecured Creditors.  Fred S. Hodara, Esq., Abid Qureshi, Esq.,
and Alexis Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP in
New York, represent the Steering Group of Prepetition Secured
Lenders.

Philadelphia Newspapers listed assets and debts of $100 million to
$500 million in its bankruptcy petition.


PLAINS END: Fitch Downgrades Senior Secured Bond Rating to 'BB'
---------------------------------------------------------------
Fitch Ratings has downgraded Plains End Financing LLC's (Plains
End) senior secured bonds due 2028 with $112.9 million outstanding
to 'BB' from 'BBB-', and subordinated secured notes due 2023 with
$19.5 million outstanding to 'B+' from 'BB'.  The downgrades are
based on an unexpected deterioration of cash flows from
significantly higher than forecast property tax payments in
Colorado, as well as accelerated and increased major maintenance
requirements due to greater than expected dispatch.  The Outlook
remains Stable.

Colorado has revamped its valuation methodology for property
taxes, resulting in a higher tax liability and reducing cash
available for debt service compared to original projections.
Expected tax payments for 2010 are $3.2 million higher than
forecast, representing a 170% increase over forecast levels.
Fitch received an updated forecast for property taxes from Plains
End's management suggesting property taxes are expected to be 73%
higher on average than originally forecast for 2011 to 2028,
significantly reducing cash available for debt service.

Actual capacity factors at Plains End have also been significantly
higher than the original forecast.  Actual capacity factors have
been between 12% and 20%, compared to original forecasts of 5%.
Higher dispatch has accelerated the maintenance schedule and
increased the frequency of the overhaul requirements.  The
additional maintenance costs are significant and fall much earlier
in the term of the debt than originally forecast, leaving less
time to build up required reserves.

The result of higher property taxes and increased dispatch is
substantially lower actual and expected debt service coverage
ratios.  Actual DSCRs on the senior bonds were 2.73 times in 2008
and 1.16x in 2009.  DSCRs on the sub notes are calculated on a
consolidated basis due to structural subordination, and actual
consolidated DSCRs were 2.27x in 2008 and 1.00x in 2009.  Going
forward, Fitch's rating case anticipates average DSCRs on the
senior bonds at 1.35x, consistent with the `BB` rating level.
Fitch also projects average consolidated DSCRs for the sub notes
of 1.09x, which is consistent with the `B+` rating category.

The ratings are supported by two purchase power agreements with a
strong utility counterparty, Public Service Company of Colorado
(rated 'BBB+' with a Stable Outlook).  Plains End earns stable,
fixed-price revenues under these two 20-year, nearly identical
PPAs that match the term of the senior bonds, and exceed the term
of the sub notes by five years.  Under the tolling-style
agreements, PEI and PEII receive substantial capacity payments
reaching 82% of consolidated revenues and pass through all
variable fuel expenses to PSCo.  Actual revenues have slightly
exceeded base case expectations.

The ratings are supported further by the actual high availability
factors of the Plains End projects.  PEI has been operating since
2002, and has shown consistently high availability at 96% or
above.  PEII entered into commercial operation in May 2008, ending
the construction period that was partially funded by the senior
bond and sub note issues.  PEII added 115.6 megawatts of capacity
to Plains End, and has shown availability rates equal to or above
PEI after recovering from start-up issues in 2008 that were
covered under warranty.  Combined cash flows from both plants
service the obligations under the two bond issues.

The sub notes rating also reflects the lack of a defined
amortization profile and exhibit refinancing risk.  The sub notes
include a minimum principal amortization schedule that would leave
a balloon payment at final maturity, and a target principal
amortization schedule that would fully amortize the sub notes by
maturity in 2023.  Fitch's analysis of target principal
prepayments under several stress scenarios indicates a low
likelihood that any outstanding balance would exist on final
maturity in 2023.  The prepayment mechanism on the sub notes
allows flexibility for lower scheduled amortization payments in a
time of reduced cash flows and permits prepayments when cash flows
are at normal levels, thus mitigating the refinancing risk.
Favorably, missing a scheduled debt payment on the sub notes is
not an event of default, but missed payments would accrue at a
default rate.

Plains End is a Delaware special purpose, bankruptcy remote,
limited liability company that is 80% indirectly owned by Energy
Investors Funds and 20% indirectly owned by Cogentrix Energy, LLC.
Cogentrix Energy, LLC is a wholly owned indirect subsidiary of
Goldman Sachs Group Inc. (Fitch rated 'A+' with a Negative
Outlook).  Plains End's only assets are 100% of the shares of
operating project Plains End LLC and Plains End II LLC both of
whom guarantee the obligations of Plains End on a joint and
several basis.


POPE & TALBOT: Trustee Withdraws Late Claim vs. Abitibi
-------------------------------------------------------
Bill Rochelle at Bloomberg News reports that the bankruptcy
trustee for Pope & Talbot Inc. withdrew a motion to file a late
$530,000 claim against AbitibiBowater Inc.

According to the report, in his motion to file the late claim, the
Chapter 7 trustee for Pope & Talbot had said it was "unknown" to
him when Abitibi filed for reorganization in April 2009.  The
trustee also said he didn't know when the bankruptcy judge in
Delaware set Nov. 13 as the last day for filing claims against
Abitibi.

                    About AbitibiBowater Inc.

Headquartered in Montreal, Canada, AbitibiBowater Inc. --
http://www.abitibibowater.com/-- produces a wide range of
newsprint, commercial printing papers, market pulp and wood
products.  It is the eighth largest publicly traded pulp and paper
manufacturer in the world.  AbitibiBowater owns or operates 23
pulp and paper facilities and 28 wood products facilities located
in the United States, Canada, the United Kingdom and South Korea.
Marketing its products in more than 90 countries, the Company is
also among the world's largest recyclers of old newspapers and
magazines, and has third-party certified 100% of its managed
woodlands to sustainable forest management standards.
AbitibiBowater's shares trade over-the-counter on the Pink Sheets
and on the OTC Bulletin Board under the stock symbol ABWTQ.

The Company and several of its affiliates filed for protection
under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009
(Bankr. D. Del. Lead Case No. 09-11296).  Judge Kevin J. Carey
presides over the case.  The Company and its Canadian affiliates
commenced parallel restructuring proceedings under the Companies'
Creditors Arrangement Act before the Quebec Superior Court
Commercial Division the next day.  Alex F. Morrison at Ernst &
Young, Inc., was appointed CCAA monitor.

Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the
Debtors' U.S. bankruptcy counsel.  Stikeman Elliot LLP, acts as
the Debtors' CCAA counsel.  Young, Conaway, Stargatt & Taylor, in
Wilmington, Delaware, serves as the Debtors' co-counsel, while
Troutman Sanders LLP in New York, serves as the Debtors' conflicts
counsel in the Chapter 11 proceedings.  The Debtors' financial
advisors are Advisory Services LP, and their noticing and claims
agent is Epiq Bankruptcy Solutions LLC.  The CCAA Monitor's
counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario.
Abitibi-Consolidated Inc. and various Canadian subsidiaries filed
for protection under Chapter 15 of the U.S. Bankruptcy Code on
April 17, 2009 (Bankr. D. Del. 09-11348).  Judge Carey also
handles the Chapter 15 case.  Pauline K. Morgan, Esq., and Sean T.
Greecher, Esq., at Young, Conaway, Stargatt & Taylor, in
Wilmington, represent the Chapter 15 Debtors.

As of Sept. 30, 2008, the Company had US$9,937,000,000 in total
assets and US$8,783,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes AbitibiBowater
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings and parallel proceedings under the
Companies' Creditors Arrangement Act in Canada undertaken by
Abitibibowater Inc. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).

                     About Pope & Talbot Inc.

Based in Portland, Oregon, Pope & Talbot Inc. (Other OTC:
PTBT.PK) -- http://www.poptal.com/-- was a pulp and wood products
business.  Pope & Talbot was founded in 1849 and produced market
pulp and softwood lumber at mills in the U.S. and Canada.  Markets
for the company's products include the U.S., Europe, Canada, South
America and the Pacific Rim.

On Nov. 19, 2007, the company and 14 of its affiliates filed for
Chapter 11 protection (Bankr. D. Del. Lead Case No. 07-11738).
The Court converted their Chapter 11 cases to a Chapter 7
liquidation proceeding.

PricewaterhouseCoopers Inc. petitioned for Chapter 15 Bankruptcy
on Aug. 22, 2008, (Bankr. D. Del. Lead Case No. 08-11933).
Fourteen debtor-affiliates with pending Chapter 7 cases also filed
for separate Chapter 15 petitions.  Michael R. Lastowski, Esq., at
Duane Morris LLP represents the Debtors in their restructuring
efforts.  The Debtors listed assets between $100 million and
$500 million, and debts between $100 million and $500 million.

On Oct. 28, 2007, the company and its U.S. and Canadian
subsidiaries applied for protection under the Companies' Creditors
Arrangement Act of Canada.  The Debtors' CCAA Stay expired on
Jan. 16, 2008.

Pope & Talbot Pulp Sales Europe, LLC, a subsidiary, on Nov. 21,
2007, filed an application for relief under Belgian bankruptcy
laws in the commercial court in Brussels.


PRIME GROUP: Units Give Up Continental Towers to Lender
-------------------------------------------------------
Prime Group Realty Trust said that two of its subsidiaries that
owned the Continental Towers complex in Rolling Meadows, Illinois,
conveyed the Property to a designee of the holder of the first
mortgage loans on the Property.  In exchange, the holder of the
loans delivered a release of the loans to the two subsidiaries.

                  About Prime Group Realty Trust

Prime Group Realty Trust -- http://www.pgrt.com/-- is a fully-
integrated, self-administered, and self-managed real estate
investment trust which owns, manages, leases and redevelops office
real estate, primarily in metropolitan Chicago.  The Company
currently owns 5 office properties containing an aggregate of
approximately 1.6 million net rentable square feet and a joint
venture interest in one office property comprised of approximately
101,000 net rentable square feet.

                           *     *     *

According to the Troubled Company Reporter on March 3, 2010, Two
of Prime Group Realty Trust's subsidiaries, each of which own
separate portions of the Continental Towers Complex in Rolling
Meadows, Illinois, defaulted under their first mortgage loans
encumbering the Complex.  Continental Towers, L.L.C., a subsidiary
of the Company, is the owner of Tower I, Tower III and the
Commercium at the Continental Towers Complex.  The CT Property is
encumbered by a first mortgage loan from CWCapital LLC in the
principal amount of $73.6 million.

As reported by the Troubled Company Reporter on December 15, 2009,
Prime Group Realty Trust said the Company's Board of Trustees has
determined not to declare a quarterly distribution on its Series B
Preferred Shares for the fourth quarter of 2009, and that the
Board is unable to determine when the Company might recommence
distributions on the Series B Preferred Shares.


PROTECTION ONE: Cancels Registration of Common Stock
----------------------------------------------------
Protection One, Inc., filed with the Securities and Exchange
Commission a Form 15 to terminate the registration of its common
stock, par value $0.01 per share.

Earlier this month, private equity firm GTCR completed the
acquisition of Protection One.  As reported by the Troubled
Company Reporter, the Company struck a deal to be acquired by
Protection Acquisition Sub, Inc., as Purchaser, a wholly owned
indirect subsidiary of Protection Holdings, LLC, as Parent, which
is controlled by (i) GTCR Fund IX/A, L.P.; (ii) GTCR Fund IX/B,
L.P.; (iii) GTCR Partners IX, L.P.  Quadrangle Group LLC, and
Monarch Alternative Capital LP have agreed to the deal.
Specifically, Protection One, Protection Holdings, and Protection
Acquisition Sub, an indirect, wholly owned subsidiary of Parent,
entered into an Agreement and Plan of Merger, dated April 26,
2010.

On May 3, 2010, pursuant to the Merger Agreement, Acquisition Sub
commenced a tender offer to acquire all of the Company's
outstanding shares of common stock, par value $0.01 per share, for
$15.50 per share to the seller in cash, net of applicable
withholdings and without interest.  The Offer expired at 9:00
a.m., New York City time, on June 4, 2010.  Based on information
provided by the depository for the Offer, an aggregate of
23,434,112 shares of Common Stock were validly tendered and not
withdrawn as of the expiration of the Offer.

Protection One's financial advisor in the transaction is J.P.
Morgan Securities Inc. and its legal advisor is Kirkland & Ellis
LLP. Lazard Freres & Co. LLC advised Protection One's board of
directors and its independent transactions committee with respect
to the fairness of the offer price to be paid in the transaction.

Morgan Keegan & Company, Inc. and Barclays Capital served as M&A
advisors and Barnes Associates served as an industry advisor to
GTCR. Latham & Watkins LLP and Skadden, Arps, Slate, Meagher &
Flom LLP provided GTCR legal counsel.

                         Management Shake-up

On June 4, 2010 and in connection with the transactions
contemplated by the Merger Agreement, each of Richard Ginsburg,
Peter R. Ezersky, Alex Hocherman, Raymond C. Kubacki, Robert J.
McGuire, Thomas J. Russo, Edward Sippel, Michael Weinstock and
Arlene M. Yocum resigned as directors of the Company, and each of
David A. Donnini, Collin E. Roche, Aaron D. Cohen, Tannaz S.
Chapman, Timothy J. Whall and James M. Covert, the directors of
Acquisition Sub immediately prior to the effective time of the
Merger, became the directors of the Company.  Acquisition Sub has
advised the Company that, to the best of its knowledge, none of
its designees or any of his or her immediate family members (i)
has a familial relationship with any directors, other nominees or
executive officers of the Company or any of its subsidiaries, or
(ii) has been involved in any transactions with the Company or any
of its subsidiaries, in each case, that are required to be
disclosed pursuant to the rules and regulations of the SEC, except
as may be disclosed in the Schedule 14D-9.

On June 4, 2010, each of Richard Ginsburg, Darius G. Nevin and
Peter J. Pefanis resigned from every officer position each held at
the Company and its subsidiaries, including the Company positions
of President and Chief Executive Officer, Executive Vice President
and Chief Financial Officer, and Executive Vice President and
Chief Operating Officer, respectively.  Immediately following such
resignations, Timothy J. Whall was appointed as President and
Chief Executive Officer and Daniel M. Bresingham was appointed as
Chief Financial Officer.

                         NASDAQ Delisting

Protection One said in a regulatory filing that it no longer
fulfills the numerical listing requirements of NASDAQ Stock
Market.  Accordingly, on June 4, 2010, at the Company's request,
NASDAQ filed with the Securities and Exchange Commission a
Notification of Removal from Listing and/or Registration under
Section 12(b) of the Securities Exchange Act of 1934, as amended,
on Form 25 thereby effecting the delisting of the Common Stock
from NASDAQ and the deregistration of the Common Stock under
Section 12(b) of the Exchange Act.

                           About GTCR

Founded in 1980, GTCR -- http://www.gtcr.com/-- is a private
equity firm focused on investing in growth companies in the
Financial Services & Technology, Healthcare and Information
Services & Technology industries.  The Chicago-based firm
pioneered the "Leaders Strategy" -- finding and partnering with
world-class leaders as the critical first step in identifying,
acquiring and building market-leading companies through
acquisitions and organic growth.  Since its inception, GTCR has
invested more than $8.0 billion in over 200 companies.

                      About Protection One

Protection One, Inc. -- http://www.ProtectionOne.com/-- is
principally engaged in the business of providing security alarm
monitoring services, including sales, installation and related
servicing of security alarm systems for residential and business
customers.  The Company also provides monitoring and support
services to independent security alarm dealers on a wholesale
basis.  Affiliates of Quadrangle Group LLC and Monarch Alternative
Capital LP own roughly 70% of the Company's common stock.

As of March 31, 2010, the Company had total assets of $562.853
million against total liabilities of $624.631 million, resulting
in stockholders' deficit of $61.778 million.


QUANTUM CORP: Wells Fargo Holds 11.44% of Common Stock
------------------------------------------------------
Wells Fargo and Company disclosed that as of May 31, 2010, it may
be deemed to beneficially own 24,513,179 shares or roughly 11.44%
of the common stock of Quantum Corporation.

Wells Capital Management Incorporated may be deemed to
beneficially own 14,896,306 or roughly 6.95% of Quantum shares.

                        About Quantum Corp.

Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com/-- is a storage company specializing in
backup, recovery and archive.  Quantum provides a comprehensive,
integrated range of disk, tape, and software solutions supported
by a world-class sales and service organization.

As of March 31, 2010, Quantum had $504.1 million in total assets,
$242.6 million in total current liabilities, and $352.7 million in
total long-term liabilities, for stockholders' deficit of $91.2
million.

                           *     *     *

According to the Troubled Company Reporter on March 5, 2010,
Standard & Poor's Ratings Services said it revised its outlook on
San Jose, California-based storage solutions company Quantum Corp.
to positive from negative.  S&P also affirmed all its ratings on
Quantum, including its 'B-' corporate credit rating.


RADLAX GATEWAY: Plan Seeks Sale of Substantially All Assets
-----------------------------------------------------------
RadLAX Gateway Hotel, LLC, and RadLAX Gateway Deck, LLC, filed
with the U.S. Bankruptcy Court for the Northern District of
Illinois a proposed Chapter 11 Plan.

The Plan provides for the sale of certain or substantially all of
the Debtors' assets.  The confirmation order will authorize: (a)
the dissolution of the Debtors, effective as of the effective
date; and (b) the filing of certificates of dissolution with the
Delaware Secretary of State.  On the effective date, each of the
manager and officers of the Debtors will be deemed to have
resigned from all of their respective positions with the Debtors.

Under the Plan, the liquidating trust will be established to
receive the effective date cash, the sale proceeds, the applicable
creditor profit sharing income, if any, and all other property of
the Debtors not conveyed to the purchaser and to distribute the
property and the proceeds to holders of allowed claims and
interests.

                        Treatment of Claims

Class 3 - Prepetition Senior Secured Claim - will receive (x) the
          sale proceeds in cash after satisfaction in full of any
          allowed administrative claim of FBR Capital Markets &
          Co., and (y) the balance of any effective date cash
          after satisfaction, in full, of other claims.

Class 4 - Los Angeles County Tax Collector Claim - will receive
          the amount of unpaid allowed claim without interest in
          cash from the real estate tax escrow reserve.

Class 5 - General Unsecured Claims - will receive cash equal to
          its pro rata share of: (a) 15% of the creditor profit
          sharing income, if any, for each of the first three
          operating years immediately after the effective date.
          The cumulative aggregate amount of cash available to be
          distributed to holders of allowed general unsecured
          claims will not be less than $150,000.

Class 6 - Prepetition Senior Deficiency Claim -  will receive cash
          equal to: (a) (5%) of the creditor profit sharing
          income, if any, for each of the first three operating
          years immediately after the effective date.

Class 7 - Interests - will not receive or retain any property
          under the Plan on account of its interests.  On the
          effective date, all interests will be cancelled.

Class 8 - Insider Claims - will not receive or retain any property
          under the Plan on account of the insider claims.  On the
          effective date, all insider claims will be extinguished.

A full-text copy of the Chapter 11 Plan is available for free at
http://bankrupt.com/misc/RADLAXGATEWAY_Ch11Plan.pdf

The Debtors are represented by:

     Perkins Coie LLP
     David M. Neff, Esq.
     Brian A. Audette, Esq.
     Eric E. Walker, Esq.
     131 S. Dearborn Street, Suite 1700
     Chicago, IL 60603-5559
     Tel: (312) 324-8400
     Fax: (312) 324-9400

                    About RadLAX Gateway Hotel

Oak Brook, Illinois-based RadLAX Gateway Hotel, LLC, operates a
hotel.  The Company and its affiliates filed for Chapter 11 on
Aug. 17, 2009 (Bankr. N.D. Ill. Case Nos. 09-30047 - 09-30032).
David M. Neff, Esq., at Perkins Coie LLP represents the Debtors in
their restructuring efforts.  In their petition, the Debtors
listed  $50,000,001 to $100,000,000 in assets and $100,000,001 to
$500,000,000 in debts.


REDWINE RESOURCES: Wants to Sell Substantially All of Assets
------------------------------------------------------------
Redwine Resources, Inc., et al., have sought permission from the
U.S. Bankruptcy Court for the Northern District of Texas to sell
substantially all of their assets, comprised of their primary
assets, the Kinta Ranch Property, and some or all of their
residual assets.

On June 8, 2010, the Debtors entered into an Asset Purchase and
Sale Agreement wherein Longroad Capital Partners III, L.P., as
stalking horse bidder, will buy the Debtors' primary assets and
Kinta Ranch Property.  Under the terms of the Stalking Horse APA,
Longroad is required to execute an Escrow Agreement and deposit
$500,000 with Bank of America, N.A., the Escrow Agent, within one
business day of entry of the Sale Procedures Order.  A copy of the
APA is available for free at
http://bankrupt.com/misc/REDWINE_assetpurchasepact.pdf

In the event that higher bids are received, the Debtors propose to
conduct an auction within 30 to 45 days after approval of the
proposed Bid Procedures.  A copy of the Bid Procedures is
available for free at:

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

Under the Asset purchase Agreement, the Stalking Horse Bidder will
be reimbursed up to $180,000 in fees, costs, and expenses.  In the
event that the Stalking Horse Bidder isn't chosen as the winning
bidder, the Stalking Horse Bidder will also be paid a fee equal to
2.50% of the purchase price in exchange for the Stalking Horse
Bidder's binding commitment under the Stalking Horse APA and its
agreement to submit the Stalking Horse APA to the bidding process
established by the Bid Procedures and to participate in any
auction in the event of the submission of one or more competing
qualified bids by 12:00 p.m. (CDT), on a date to be set by the
Court (the Bid Deadline).

If the Debtors fail to receive an acceptable qualified bid for
some or all of the Residual Assets under the sale procedures set
out in the Bid Procedures, the Debtors propose to sell them on an
ongoing piecemeal basis for the best and highest price.  If a
proposed sale is less than $500,000.00 (each a De Minimis Sale),
the Debtors request that the Court authorize them to close such De
Minimis Sales under the procedures summarized below and described
in detail in the Sale Procedures Motion.

Bids on the Primary Assets, Kinta Ranch Property and Residual
Assets must be in writing and be accompanied by other required
information and documentation, and must be received by the Debtors
at the offices of their counsel by the Bid Deadline, in order to
be treated as timely and qualified.

Bids will be for cash, with no financing or further due diligence
contingency or condition.

A bidder's bid package must include a deposit in amount not less
than (i) $500,000, in the case of a bid to purchase the Primary
Assets, (ii) $75,000, in the case of a bid to purchase the Kinta
Ranch Property, (iii) such other amount as to be determined by the
Debtors in consultation with the Oversight Parties, in the case of
a bid to purchase all or some of the Residual Assets, or (iv) the
combined amount of all applicable amounts set out above, in the
case of a bid to purchase any combination of the foregoing
categories of Assets, which will be made by cashier's check made
payable to the Escrow Agent.

In the case of a Bid to purchase the Primary Assets, the Bid must
exceed the purchase price (as defined in the Stalking Horse APA)
by at least the sum of $200,000 more than the maximum amount of
the bid protections.  In the case of a bid to purchase the
Kinta Ranch Property, the bid must exceed the amount of $500,000
and the bidder must agree to be bound by the terms of a surface
use agreement in the event the primary assets are sold to the
Stalking Horse Bidder.

The Debtors propose that the sale hearing be scheduled to take
place within two business days after the conclusion of the
auction.

                      About Redwine Resources

Based in Dallas, Texas, Redwine Resources, Inc., acquires and
invests in both producing and non-producing leasehold and mineral
interests across the United States, with a primary focus in
Colorado, Indiana, New Mexico, Oklahoma, Texas and Wyoming.
Redwine Resources acquires interests in target areas where the
geology is defined and productive, and in areas established
operators have targeted, or are reasonably anticipated to soon
target for development, based upon known drilling trends.  After
acquisition of the interests, the Company participates as working
interest owners in the drilling of wells on its leases or
repackages the leases for sale to operators and investors.

Redwine Resources and its affiliates filed for Chapter 11
protection on June 4, 2010 (Bankr. N.D. Tex. Case No. 10-34041).
Judge Barbara J. Houser presides over the cases.  Michael R.
Rochelle, Esq., at Rochelle McCullough LLP, in Dallas, serves as
the Debtors' counsel.  The petition listed between $10,000,001 and
$50,000,000 in both assets and debts.

Substantially all of the Debtors' assets are encumbered by a first
priority security interest in favor of Bank of America, N.A., and
Bank of America is significantly undersecured.


REDWINE RESOURCES: Gets Interim Nod to Use BofA's Cash Collateral
-----------------------------------------------------------------
Redwine Resources, Inc., et al., sought and obtained interim
authorization from the U.S. Bankruptcy Court for the Northern
District of Texas to use the cash collateral of Bank of America,
N.A.

Pursuant to certain amended and restate credit agreement dated as
of September 9, 2008, as amended by that certain first amendment
and forbearance to a credit agreement dated September 18, 2009,
among Redwine Oil & Gas Properties, LLC, as borrower and BofA, as
Administrative Agent, Swing Line Lender and L/C Issuer, BofA made
certain loans to, inter alia, fund the Debtors' operations.  The
Debtors admit, stipulate, and agree that, as of the Petition Date,
the aggregate approximate amount of not less than $42,304,522.53
was due and owing with respect to loans made by BofA pursuant to
the Pre-Petition Credit Agreement, consisting of unpaid principal
in the amount of not less than $41,011,324.97, accrued but unpaid
interest in the amount of not less than $129,361.93, default
interest in the amount of not less than $1,163,835.63, plus other
unpaid fees, costs, expenses, and all other Obligations owed to
BofA.  The Debtors admit, stipulate, and agree that pursuant to
certain guaranty agreements, each dated September 9, 2008, the
Debtors guaranteed the payment, performance, and all other
obligations and covenants of Redwine Oil & Gas Properties, LLC,
existing under the Pre-Petition Credit Agreement.

The Debtors further admit, stipulate, and agree that pursuant to
certain unconditional guaranties, each dated September 18, 2009,
Badger Drilling Company, LLC, Redwine Aviation, Inc., White Oaks
Resources, LLC, and Redwine Kinta Ranch, LLC, guaranteed the
payment, performance, and all other obligations and covenants of
Redwine Oil & Gas Properties, LLC, existing under the Pre-Petition
Credit Agreement.

Eric M. Van Horn, Esq., at Rochelle Mccullough LLP, the attorney
for the Debtors, explains that the Debtors need the money to fund
their Chapter 11 case, pay suppliers and other parties.

In exchange for using the cash collateral, the Debtors will grant
BofA valid and perfected additional and replacement security
interests in, and liens upon all of the Debtors' assets.  To the
extent of any Diminution in Value, BofA will have an allowed
superpriority administrative expense claim.

The Debtors will deliver these weekly and monthly reports to BofA
and its counsel:

     (i) 13-Week Forecast;
    (ii) Cash Flow Variance Report;
   (iii) Budget Variance Report;
    (iv) Management and Operations Report;
     (v) Flash Operation Report;
    (vi) Accounts Payable Aging Report;
   (vii) Monthly Financial Statements;
  (viii) 12-Month Projections; and
    (ix) other reports as may be required by BofA pursuant to the
         terms of the Pre-Petition Credit Agreement.

The Court set a final hearing for June 22, 2010, at 9:15 a.m., on
the Debtors' request to use cash collateral.

Bank of America is represented by Winstead PC.

                     About Redwine Resources

Based in Dallas, Texas, Redwine Resources, Inc., acquires and
invests in both producing and non-producing leasehold and mineral
interests across the United States, with a primary focus in
Colorado, Indiana, New Mexico, Oklahoma, Texas and Wyoming.
Redwine Resources acquires interests in target areas where the
geology is defined and productive, and in areas established
operators have targeted, or are reasonably anticipated to soon
target for development, based upon known drilling trends.  After
acquisition of the interests, the Company participates as working
interest owners in the drilling of wells on its leases or
repackages the leases for sale to operators and investors.

Redwine Resources and its affiliates filed for Chapter 11
protection on June 4, 2010 (Bankr. N.D. Tex. Case No. 10-34041).
Judge Barbara J. Houser presides over the cases.  Michael R.
Rochelle, Esq., at Rochelle McCullough LLP, in Dallas, serves as
the Debtors' counsel.  The petition listed between $10,000,001 and
$50,000,000 in both assets and debts.

Substantially all of the Debtors' assets are encumbered by a first
priority security interest in favor of Bank of America, N.A., and
Bank of America is significantly undersecured.


RHODES HOMES: Colliers Puts Arizona Assets on Auction Block
-----------------------------------------------------------
Colliers International said, in its Web site, that it was retained
by Rhodes Homes Arizona LLC, Rhode Arizona Properties LLC and
Elkhorn Investments LLC for the sale of the companies' Arizona
assets in Golden Valley in Arizona under Section 363 bankruptcy
sale.

According to Colliers, deadline for submitting bids for the
company's assets is on Aug. 30, 2010.  The bidding requirements
are:

Minimum bid:           Purchase price of $1,222,999 plus
                       $200,000 initial minimum overbid
                       increment.

Good Faith Deposit:    50% of the purchase price and initial
                       minimum overbid, or $811,499.

Indemnification for
Bond:                  each bid must be accompanied by an
                       agreement that the bidder will either (i)
                       post a replacement bond or post cash in
                       lieu of the bond or (ii) indemnify the
                       Arizona debtors.

Contingencies:         a bid may not be conditioned on obtaining
                       financing or any internal approval or
                       otherwise be subject to contingencies.

Proof of Funds:        a bid must contain written evidence of
                       proof of funds.

Colliers will conduct an auction on Sept. 7, 2010, if a qualified
bid is received; Otherwise, the stalking horse bid will be deemed
the successful bid.  A full-text copy of the sale is available for
free at http://ResearchArchives.com/t/s?6529

Rhodes Homes is a real estate developer.  The Company filed for
Chapter 11 bankruptcy in April 2009.


RITE AID: Holes Seen in Equity Plan; Management Pledges Change
--------------------------------------------------------------
Marc A. Strassler, executive vice president and general counsel of
Rite Aid Corporation, said management commits that, during the
next fiscal year, it will recommend to the Rite Aid Board of
Directors that the Rite Aid Corporation 2010 Omnibus Equity Plan
be amended to impose (i) a minimum one-year restriction period for
performance-based awards and (ii) a minimum three-year restriction
period for awards that vest based solely on continued tenure with
Rite Aid, other than stock options and stock appreciation rights
and stock bonus awards.

Mr. Strassler made the disclosure in a June 18 letter to Gina R.
Caires at Fidelity Investments in Merrimack, New Hampshire.
Fidelity Investments has identified specific features in the Plan
that are inconsistent with the current proxy voting guidelines
used by Fidelity Investments as they apply to equity grants.

"Thank you for taking the time to speak with us regarding the Rite
Aid Corporation 2010 Omnibus Equity Plan (the Plan), which is
being submitted for stockholder approval at Rite Aid's annual
meeting of stockholders on June 23, 2010.  Rite Aid management is
committed to listening to Rite Aid stockholders and being
responsive to their concerns, and we appreciated our forthright
and productive discussion," Mr. Strassler wrote.

Rite Aid and Fidelity Investments initially discussed the matter
on June 16, 2010.

At the Annual Meeting, stockholders will be asked to:

     1. Elect nine directors to hold office until the 2011 Annual
        Meeting of Stockholders and until their successors are
        duly elected and qualified;

     2. Approve amendments to existing equity plans to allow for a
        one-time stock option exchange program for associates
        other than directors and executive officers;

     3. Approve the adoption of the Rite Aid Corporation 2010
        Omnibus Equity Plan;

     4. Ratify the appointment of Deloitte & Touche LLP as the
        Company's independent registered public accounting firm;

     5. Act on a stockholder proposal, if properly presented,
        relating to an advisory vote on executive compensation;
        and

     6. Transact such other business as may properly come before
        the Annual Meeting or any adjournment or postponement of
        the Annual Meeting.

A full-text copy of the Company's proxy statement is available at
no charge at http://ResearchArchives.com/t/s?652b

                         About Rite Aid

Headquartered in Camp Hill, Pennsylvania, Rite Aid Corporation
(NYSE: RAD) -- http://www.riteaid.com/-- is the largest drugstore
chain on the East Coast and the third largest drugstore chain in
the U.S.  The Company operates more than 4,900 stores in 31 states
and the District of Columbia.

The Company had total assets of $8.049 billion against total
liabilities of $9.723 billion, resulting in stockholders' deficit
of $1.673 billion as of February 27, 2010.

As reported by the Troubled Company Reporter on Oct. 21, 2009,
Moody's affirmed Rite Aid's 'Caa2' corporate family and
probability of default ratings.  Standard & Poor's also affirmed
the 'B-' corporate credit rating, and the outlook is stable.


ROTHSTEIN ROSENFELDT: Rothstein Wife Wants Jewelries, Gifts Back
----------------------------------------------------------------
Jacqueline Palank at Dow Jones Daily Bankruptcy Review reports
that Kimberly Rothstein, wife of Scott Rothstein, last Friday
filed papers in her husband's criminal case seeking the return of
jewelry and other gifts she received from him between 2004 and
2005 "based on their personal friendship and relationship."  The
items, which Rothstein doesn't specify, were among the 304
watches, necklaces, earrings and other pieces of jewelry that
federal agents seized from her and her husband's Florida home last
November, according to the Broward Daily Business Review.

"Petitioner is the sole owner of the items she received as gifts
from defendant Rothstein prior to the criminal acts for which he
stands convicted," Kimberly Rothstein's lawyers wrote in court
papers filed with the U.S. District Court in Fort Lauderdale, Fla.

Ms. Palank relates Ms. Rothstein, who married Scott Rothstein in
2008, currently faces a lawsuit from the official liquidating her
husband's law firm.  That official is trying to recover $1.1
million for the firm's creditors that he alleges Ms. Rothstein
wrongly received, including the firm's payment of the more than
$900,000 in credit-card charges she rang up on shoes, spa visits
and plastic surgery.  She disputes the allegations and is seeking
dismissal of the suit.

                       About Scott Rothstein

Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler
PA, has been suspected of running a $1.2 billion Ponzi scheme.
U.S. authorities claimed in a civil forfeiture lawsuit filed
November 9, 2009, that Mr. Rothstein, the firm's former chief
executive officer, sold investments in non-existent legal
settlements.  Mr. Rothstein pleaded guilty to five counts of
conspiracy and wire fraud on January 27, 2010.

Creditors of Rothstein Rosenfeldt Adler signed a petition sending
the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No.
09-34791).  The petitioners include Bonnie Barnett, who says she
lost $500,000 in legal settlement investments; Aran Development,
Inc., which said it lost $345,000 in investments; and trade
creditor Universal Legal, identified as a recruitment firm, which
said it is owed $7,800.  The creditors alleged being owed money
invested in lawsuit settlements.

Herbert M. Stettin, the state-court appointed receiver for
Rothstein Rosenfeldt, was officially carried over as the Chapter
11 trustee in the involuntary bankruptcy case.

On June 10, 2010, Mr. Rothstein was sentenced to 50 years in
prison.


RUBICON US REIT: Noteholders' Reorganization Plan Confirmed
-----------------------------------------------------------
Bill Rochelle at Bloomberg News reports that the noteholders of
debtor Rubicon US REIT Inc. won approval of their proposed Plan of
Reorganization for the Debtor.  The Plan was confirmed over
objections by the Debtor.  Rubicon contended there was a higher
offer for $405 million which the noteholders didn't disclose.

Noteholders, including units of JPMorgan Chase & Co., Kaufman
Jacobs LLC and Starwood Capital Group Global LLC, persuaded U.S.
Bankruptcy Judge Brendan Linehan Shannon on March 9 to let them
offer a restructuring plan for Rubicon.  The noteholders, owed
about $81.1 million, claimed the Company was pursuing a sale that
would hurt creditors, because they could get more value if they
keep the properties and sell them over time.  Claims and interests
are expected have these recoveries:

   Class                          Estimated Recovery
   ----                           ------------------
  Secured Claims                         100%
  Mechanics' Lien Claims                 100%
  Global Note Claims                     68.72%
  General Unsecured Claims               100%
  Series A Preferred Equity Interests    100%
  Series B Preferred Equity Interests     N/A
  Rubicon Common Equity Interests         0%
  Other Equity Interests                 100%

A full-text copy of the Disclosure Statement explaining the Plan
is available for free at:

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

                       About Rubicon US REIT

Rubicon US REIT Inc. is a Chicago-based real estate investment
trust.  Rubicon filed for Chapter 11 bankruptcy protection on
January 20, 2010 (Bankr. D. Del. Case No. 10-10160).  Attorneys at
Phillips, Goldman & Spence, have been tapped as bankruptcy
counsel.  Phillips, Goldman & Spence, P.A. is Delaware bankruptcy
counsel Grant Thornton LLP is the Company's financial advisor.
Garden City Group is the claims and notice agent.  In its
petition, the Company listed $100,000,001 to $500,000,000 in
assets and $100,000,001 to $500,000,000 in liabilities.  The
Company's affiliates -- Rubicon GSA II, LLC, et al. -- also filed
Chapter 11 petitions.


SAWGRASS MARRIOTT: Court Tosses Out Bank's Foreclosure Action Plea
------------------------------------------------------------------
The Florida Times-Union reports that a federal bankruptcy court
in Jacksonville denied Goldman Sach's request to continue a
foreclosure action against Sawgrass Marriott Golf Resort & Spa,
arguing that the company is worth less than $220 million and not
generating sufficient revenue to pay off its debt.  An appraisal
ordered by Goldman Sachs placed the value of its collateral at
$135.3 million.

The Court gave six months to the company to file its plan of
reorganization and authorized to employ Jones Lang LaSalle to
search for investors in an effort to raise capital.

Sawgrass Marriott Golf Resort & Spa
filed for Chapter 11 bankruptcy in response to the present global
economic environment and the agreement on a restructure with the
lenders could not be reached.  The filing will protect the company
and allow it to continue to operate business as usual, says person
with knowledge of the filing.


SENSUS USA: Moody's Affirms 'B2' Corporate Family Rating
--------------------------------------------------------
Moody's Investors Service affirmed all ratings of Sensus USA Inc.
and Sensus Metering Systems (Luxco 2) S.a.r.l. including Sensus'
B2 corporate family and B2 probability of default ratings as well
as the Ba2 senior secured ratings of Sensus and Luxco.  The
ratings outlook for both companies was changed to positive from
stable signaling that the ratings could move higher if Sensus'
recent favorable operating momentum is sustained beyond the near
term.

Ratings Affirmation:

Issuer: Sensus USA Inc.

  -- Corporate Family Rating at B2
  -- Probability of Default Rating at B2
  -- Senior Secured Rating at Ba2, LGD2, 18%
  -- Senior Subordinated Rating at B3, LGD5, 73

Issuer: Sensus Metering Systems (Luxco 2) S.a.r.l.

  -- Senior Secured Rating at Ba2, LGD2, 18%

Outlook Actions:

Issuer: Sensus USA Inc.

  -- Changed To Positive From Stable

Issuer: Sensus Metering Systems (Luxco 2) S.a.r.l.

  -- Changed To Positive From Stable

Despite challenging economic conditions, Sensus' operating
performance and key credit metrics have improved to positions of
strength for its rating.  Strong financial results were recorded
in fiscal Q4/10 supported by increased shipments of electric and
water advanced metering infrastructure devices.  With economic
conditions strengthening and Sensus exhibiting favorable trends in
its order bookings and backlog, its operating results may continue
to improve through the near term.  Nonetheless, AMI is a
relatively recent driver of the company's earnings improvement and
the rating continues to incorporate some uncertainty as to the
extent that AMI will drive the company's overall growth trajectory
beyond this horizon.

Sensus' B2 corporate family rating reflects the company's position
as the largest global manufacturer of water meters and its good
exposure to replacement water meter revenues across various
geographies which offer resilience to results during challenging
economic conditions.  In addition, the rating is supported by
Sensus' continued deployment of its existing AMI contracts and its
favorable prospects for additional AMI contract wins amidst the
utility industry's transition to smart meters generally.  Key
constraints within Sensus' rating include its significant
leverage, singular industry focus and Moody's belief that much of
the company's free cash flow over the next couple of years may be
consumed by earn-out payments related to the previous purchase of
its AMI technology.

Moody's last rating action on Sensus was on July 23, 2009, when
the company's rating outlook was changed to stable from negative
on the refinancing of its bank facilities.

Headquartered in Raleigh, North Carolina, Sensus USA Inc. is a
leading provider of metering and related communication systems to
electric, gas and water utilities.  Revenues for the fiscal year
ended March 31, 2010, was approximately $866 million.


SOUTH BAY EXPRESSWAY: U.S. Trustee Forms Creditors Committee
------------------------------------------------------------
The United States Trustee has appointed an Official Committee of
Unsecured Creditors for South Bay Expressway, L.P., netDockets
Blog reports.  The report notes that on April 14, the United
States Trustee had filed a notice stating that it had not received
"sufficient indications of willingness to serve on a committee of
unsecured creditors" despite its efforts and was therefore not
appointing an official committee in the case.

According to the report, the notice identified the members of the
Creditors' Committee as:

   -- Liberstudio Architects, Inc.;
   -- Resolution Management Consultants; and
   -- Valley Crest Landscape Development Inc.

                   About South Bay Expressway

South Bay Expressway, L.P., dba San Diego Expressway, L.P., filed
for Chapter 11 on March 22, 2010 (Bankr. S.D. Calif. Case No.
10-04516).  Its affiliate, California Transportation Ventures
Inc., also filed for bankruptcy.

The Debtors developed and operate a four lane, nine mile express
toll road in Southern California commonly referred to as the South
Bay Expressway or State Road 125.  Both estimated assets and debts
of $500 million to $1 billion in their bankruptcy petitions.

Robert Pilmer, Esq., at Kirkland & Ellis LLP, represents the
Debtors in their restructuring effort.  PricewaterhouseCoopers LLP
is auditor and tax advisor.  Imperial Capital LLC is financial
advisor. Epiq Bankruptcy Solutions LLC serves as claims and notice
agent.

The Debtors say that as of the bankruptcy filing, they have
roughly $640 million in book value of total assets and roughly
$570 million in book value of total liabilities.

Bankruptcy Creditors' Service, Inc., publishes South Bay
Expressway Bankruptcy News.  The newsletter tracks the Chapter 11
proceeding undertaken by South Bay Expressway LP and California
Transportation Ventures Inc.  (http://bankrupt.com/newsstand/or
215/945-7000).


SOUTH BAY PROPERTIES: Files for Chapter 11 in North Carolina
------------------------------------------------------------
South Bay Properties LLC filed a Chapter 11 petition on June 18 in
North Carolina (Bankr. E.D. N.C. Case No. 10-04922), saying the
property is worth $6 million while the secured debt is $9.1
million.

The Debtor is represented by:

    Trawick H Stubbs, Jr., Esq.
    Stubbs & Perdue, P.A.
    P.O. Drawer 1654
    New Bern, NC 28563
    Tel: 252 633-2700
    Fax: 252 633-9600
    E-mail: efile@stubbsperdue.com

South Bay is the owner of 107 undeveloped lots in Georgetown,
South Carolina.  Unsecured claims are another $1.2 million.
Priority claims are $562,000.  The secured lender with a mortgage
on the 60-acre property is Bayside Properties LLC.


SPORTSTUFF INC: 8th Cir. BAP Rejects Settlement with Insurers
-------------------------------------------------------------
WestLaw reports that in approving a proposed settlement between
the Chapter 11 debtor and those of its insurers whose policies
covered claims related to a particular inflatable watercraft
manufactured by the debtor, and in imposing a settlement
injunction, a Nebraska bankruptcy court did not have the
jurisdiction or authority to impair or extinguish the contractual
rights of vendors of the debtor's products, the Eighth Circuit's
Bankruptcy Appellate Panel has ruled.  The vendors were additional
insureds under the debtor's insurance policies, and not all of
their rights were completely, or even partially, derivative of the
debtor's rights under the policies.  Under the insurance
contracts, the vendors had the independent right to be indemnified
and defended by the insurers, and the right to bring bad faith
claims against the insurers.  In re SportStuff, Inc., ---B.R.----,
2010 WL 2196258 (8th Cir. BAP).

SportStuff, Inc., manufactured numerous inflatable water and
winter sports and leisure products, including the "Wego Kite
Tube," an inflatable watercraft designed to be towed behind a
power boat.  Prior to filing for chapter 11 protection,
SportsStuff and its insurers had spent approximately $4.3 million
to settle 13 lawsuits and claims and another 67 personal injury
lawsuits were pending, with approximately $6.4 million in
remaining insurance coverage.  After the company sought chapter 11
protection (Bankr. D. Neb. Case No. 07-82643), it sued (Bankr. D.
Neb. Adv. Pro. No. 08-8009) to obtain injunctive and declaratory
relief to stay the numerous lawsuits and claims made against it
and its insurers, co-insureds, and indemnitees for personal
injuries allegedly caused by the Wego Kite Tube.  The Unsecured
Creditors Committee, Interstate Fire & Casualty Insurance Company,
Evanston Insurance Company, and Axis Surplus Insurance Company
intervened, with the Insurers filing a complaint in intervention
naming multiple vendors of the debtor's products as defendants.
Following entry of a preliminary injunction, the Debtor sought
court approval of settlements it had reached with its three
Insurers.  The Vendors objected.  The Honorable Timothy J.
Mahoney, 2009 WL 1515134, determined that the proposed compromises
were fair, reasonable, and adequate, and subsequently entered
orders approving the settlements.  The Vendors and their insurers
appealed.  The U.S. Bankruptcy Appellate Panel for the Eighth
Circuit reversed Judge Mahoney's ruling.

Bloomberg columnist Bill Rochelle explains that the company
attempted to justify the settlement as being patterned after
settlements with insurance companies in the Johns Manville
asbestos cases.  The BAP disagreed with the comparison, saying
that Manville was a legitimate reorganization where the instant
case was a liquidation.  Also, and perhaps more importantly,
Manville permitted additional
insured like retailers to collect from the money being paid by the
insurance companies in the settlements.  Although it may have been
laudable to direct the entire $6.4 million to injured individuals,
the BAP said it was improper to cut off the retailer's rights
under the policies.

StportStuff, Inc., is represented by Robert V. Ginn, Esq., at
Blackwell Sanders Peper Martin LLP in Omaha, Neb.  The Debtor
estimated less than $100 million in assets and debts at the time
of the chapter 11 filing.   On Mar. 30, 2010, Judge Mahoney
approved the Debtor's sale of substantially all its assets to Kwik
Tec, Inc.  The Debtor is now liquidating its estate for the
benefit of its creditors.


SPOT MOBILE: Blackbird No Longer Holds Shares
---------------------------------------------
Blackbird Corporation disclosed that it ceased to be the
beneficial owner of 80% of the outstanding Common Stock of Spot
Mobile International Ltd., formerly Rapid Link Inc., on June 7,
2010.

On June 7, 2010, the Company's shareholders approved the Company's
amended and restated certificate of incorporation which includes
these amendments: (i) an amendment to change the Company's
corporate name to Spot Mobile International Ltd.; (ii) an
amendment to increase the number of authorized shares of the
Company's Common Stock available for issuance from 175,000,000 to
1,000,000,000 and to increase the number of authorized shares of
the Company's preferred stock available for issuance from
10,000,000 to 100,000,000; and (iii) a restatement of the
Company's certificate of incorporation to incorporate all prior
amendments, including those mentioned.  In this respect, effective
June 7, 2010, the Company filed its amended and restated
certificate of incorporation with the Secretary of State of
Delaware.  Upon the filing of the amended and restated certificate
of incorporation, all of the outstanding shares of the Company's
Series A Convertible Preferred Stock were automatically converted
into 520,000,000 shares of the Company's Common Stock.  On June 7,
2010, Blackbird distributed the 520,000,000 shares of Common Stock
to its existing shareholders, on a pro rata basis.  As a result of
such distribution, Blackbird no longer owns any Common Stock of
the Company.

                        About Rapid Link

Rapid Link Incorporated -- http://www.rapidlink.com/-- is a
telecommunications services company which, through its wholly
owned subsidiary, provides prepaid telecommunication and
transaction based point of sale activation solutions through 1,000
independent retailers in the Eastern United States.  The Company
also provides long distance services and plans to expand its
product offering to include mobile and wireless services.

The Company's balance sheet at April 30, 2010, showed $1.3 million
in total assets and $4.9 million in total liabilities, for
stockholders' deficit of $3.6 million.

KBA GROUP LLP in Dallas, Texas, expressed substantial doubt about
Rapid Link's ability to continue as a going concern after auditing
the Company's financial statements as of October 31, 2008.  The
auditor noted the Company has suffered recurring losses from
continuing operations during the last two fiscal years.  At
October 31, 2008, the Company's current liabilities exceeded its
current assets by $2.1 million and the Company has a shareholders'
deficit totaling $2.9 million.


SPOT MOBILE: Chaleo Holds 28.7% of Common Stock
-----------------------------------------------
Chaleo (One) Inc., a company organized under the laws of Canada,
and Charles J. Zwebner -- the sole officer, a director and the
principal shareholder of Chaleo -- disclosed that as of June 7,
2010, they are the beneficial owners of 186,720,000 shares of
Common Stock of Spot Mobile International Ltd.  As a result,
Chaleo may be deemed to beneficially own 28.7% of the outstanding
Common Stock of the Company.

Effective June 7, 2010, the Company filed its amended and restated
certificate of incorporation with the Secretary of State of
Delaware.  Upon the filing of the amended and restated certificate
of incorporation, all of the outstanding shares of the Company's
Series A Convertible Preferred Stock were automatically converted
into 520,000,000 shares of the Company's Common Stock.  On June 7,
2010, Blackbird Corporation distributed the 520,000,000 shares of
Common Stock to its existing shareholders, on a pro rata basis.
As a result of such distribution, Chaleo received 186,720,000
shares of Common Stock of the Company.

Chaleo said it intends to continuously review its investment in
the Company, and may in the future determine (i) to acquire
additional securities of the Company, through open market
purchases, private agreements or otherwise, (ii) to dispose of all
or a portion of the securities of the Company it owned or (iii) to
take any other available course of action.

                        About Rapid Link

Rapid Link Incorporated -- http://www.rapidlink.com/-- is a
telecommunications services company which, through its wholly
owned subsidiary, provides prepaid telecommunication and
transaction based point of sale activation solutions through 1,000
independent retailers in the Eastern United States.  The Company
also provides long distance services and plans to expand its
product offering to include mobile and wireless services.

The Company's balance sheet at April 30, 2010, showed $1.3 million
in total assets and $4.9 million in total liabilities, for
stockholders' deficit of $3.6 million.

KBA GROUP LLP in Dallas, Texas, expressed substantial doubt about
Rapid Link's ability to continue as a going concern after auditing
the Company's financial statements as of October 31, 2008.  The
auditor noted the Company has suffered recurring losses from
continuing operations during the last two fiscal years.  At
October 31, 2008, the Company's current liabilities exceeded its
current assets by $2.1 million and the Company has a shareholders'
deficit totaling $2.9 million.


SPRINGBOK SERVICES: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Springbok Services, Inc.
          fka The Best Present Company, Inc.
          fdba Springbok Card Processing Services
          fka Springbok Card Processing Services, Inc.
        345 Inverness Drive South
        Building C, Suite 300
        Englewood, CO 80112

Bankruptcy Case No.: 10-25285

Chapter 11 Petition Date: June 18, 2010

Court: U.S. Bankruptcy Court
       District of Colorado (Denver)

Judge: Howard R. Tallman

Debtor's Counsel: Duncan E. Barber, Esq.
                  4582 S. Ulster Street Parkway, Suite 1650
                  Denver, CO 80237
                  Tel: (720) 488-0220
                  Fax: (720) 488-7711
                  E-mail: dbarber@bsblawyers.com

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

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

According to the schedules, the Company says that assets total
$15,115,955 while debts total $35,946,126.

The petition was signed by James A. Skelton, CRO.

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                      Nature of Claim   Claim Amount
        ------                      ---------------   ------------
KeyBank                             --                 $15,003,149
Attn: David Sanderson
1950 S. Reynolds Road
Toledo, OH 43614

Group O Direct                      Customer Deposit    $3,505,665
Attn: Robert Marriott
4905 77th Avenue
Milan, IL 61264

Metabank                            --                  $3,478,860
Attn: Accounts Receivable
5501 S. Broadband Lane
Sioux Falls, SD 57108

Le Menager, Lois M                  Loan                $3,000,000
9701 West Higgins Road
Rosemont, IL 60018

Marketing Innovators -              Customer Deposit      $565,726
Insured Services
9701 W Higgins Road, 4th Floor
Rosemont, IL 60018

Nationwide Insurance                Customer Deposit      $530,323
1100 Locust Street
Des Moines, IA 50391

Starz / CCN                         Customer Deposit      $503,155
8900 Liberty Circle
Englewood, CO 80112

BI Worldwide / AT&T Reward Central  Customer Deposit      $465,525
7623 Bush Lake Road
Minneapolis, MN 55439

Pepsi Bottling Group                Customer Deposit      $203,999

Hines Reit 345 Inverness Drive      Goods and/or          $159,656
                                    Services

Vienna Tax Service, Ltd             Customer Deposit      $143,840

RBS Card Services                   Customer Deposit      $142,580

Mercedes-Benz Financial             Customer Deposit      $130,757

Lexcel Solutions Inc.               Goods and/or          $124,108
                                    Services

Homes.org                           Customer Deposit      $117,120

MD Anderson Cancer Cnt              Customer Deposit      $110,419

TXU Energy Rewards -                Customer Deposit       $95,468
Prepaid Card Coupon

Nana Pacific LLC-Expense            Customer Deposit       $94,516

Hallmark Insights - Corporate       Customer Deposit       $84,928

Chrysler Financial /                Customer Deposit       $80,430
Corporate- INT'L


SRKO FAMILY: Creditors Have Until Aug. 16 to File Proofs of Claim
-----------------------------------------------------------------
The Hon. Sidney B. Brooks of the U.S. Bankruptcy Court for
the District of Colorado has established August 16, 2010, as the
last day for any individual or entity to file proofs of claim
against SRKO Family Limited Partnership.

The SRKO Family Limited Partnership, dba Colorado Crossing, is
based in Colorado Springs, Colorado.  The Company filed for
Chapter 11 bankruptcy protection on February 19, 2010 (Bankr. D.
Colo. Case No. 10-13186).  The Company listed $10,000,001 to
$50,000,000 in assets and $50,000,001 to $100,000,000 in
liabilities.


STATION CASINOS: Proposes to Enter Into Insurance Pact With FIFC
----------------------------------------------------------------
Debtor Station Casinos, Inc., seeks the Court's authority to
enter into an Insurance Premium Finance Agreement and Disclosure
Statement with First Insurance Funding Corp. in order to finance
its insurance coverage and provide FIFC with adequate protection.

In connection with the day-to-day operations of its business, the
Debtor is either required by law or compelled by sound business
judgment to maintain various forms of insurance, including
property casualty insurance and workers compensation.

The insurance policies obtained by the Debtor to provide that
coverage require the Debtor to prepay the full premium for the
applicable coverage period.  Because all of the Policies cover
policy periods of 12 months, the requirement to prepay the full
premiums would impose a significant financial burden on the
Debtor, says Robert C. Shenfeld, Esq., at Milbank, Tweed, Hadley
& McCloy LLP, in Los Angeles, California.

To lesson this burden, the Debtor proposes to finance the
premiums for the Policies pursuant to the Insurance Premium
Finance Agreement and to grant FIFC adequate protection for the
Debtor's repayment obligations by providing a post-petition
security interest in return premiums, dividend payments, and
certain loss payments related to the Policies, together with the
right to cancel policies as set forth in the Insurance Premium
Finance Agreement.

Pursuant to the Insurance Premium Finance Agreement, FIFC will
pay the premiums due under the Policies and the Debtor thereby
will become obligated to repay FIFC for the amount financed under
the Insurance Premium Finance Agreement in installments over the
term of the Insurance Premium Finance Agreement.

The Debtor believes the Insurance Premium Finance Agreement
represents a fair and reasonable commercial transaction with
competitive terms.

Under the Insurance Premium Finance Agreement, the total amount
financed is $4,242,459.  By virtue of the Insurance Premium
Finance Agreement, the Debtor will become obligated to pay to
FIFC the sum of $794,000 as a down payment and $391,592 per month
in 9 monthly installments.  The finance charge is $75,874 and the
annual percentage rate is 5.250%.

Pursuant to the terms of the Insurance Premium Finance Agreement,
the Debtor is appointing FIFC as its attorney-in-fact with the
irrevocable power to cancel the Policies and collect the unearned
premium in the event SCI is in default of its obligations under
the Insurance Premium Finance Agreement.

"Without insurance, the Debtor would be forced to cease
operations," Mr. Shenfeld asserts.

The Debtor and FIFC have reached an agreement that the
appropriate adequate protection for FIFC would be an order of the
Court:

  (a) authorizing and directing SCI to timely make all payments
      due under the Insurance Premium Finance Agreement and
      authorizing FIFC to receive and apply those payments to
      the indebtedness owed by SCI to FIFC as provided in the
      Insurance Premium Finance Agreement; and

  (b) directing that if the Debtor does not make any of the
      payments due under the Insurance Premium Finance Agreement
      as they become due, the automatic stay will automatically
      lift to enable FIFC and third parties, including insurance
      companies providing the coverage under the Policies, to
      take all steps necessary and appropriate to cancel the
      Policies, collect the collateral and apply that collateral
      to the indebtedness owed to FIFC by the Debtor.

In exercising those rights, FIFC or third parties will comply
with the notice and other relevant provisions of the Insurance
Premium Finance Agreement.

According to Mr. Shenfeld, the only assets in which FIFC will
have a security interest under the Insurance Premium Finance
Agreement will be those sums payable under or in relation to the
Policies, and the security interest granted to FIFC will only
secure the Debtor's remaining payment obligations to FIFC under
the Insurance Premium Finance Agreement.

In support of the motion, Thomas M. Friel, executive vice
president, chief accounting officer, and treasurer of Station
Casinos, Inc., avers that the coverage provided under the
Policies subject to the Insurance Premium Finance Agreement is
essential for preserving the value of the Debtor's estates.

                     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 Expand E&Y LLP Tax Advisory Work
-------------------------------------------------------------
Station Casinos Inc. and its units seek the Court's authority to
expand the scope of employment of Ernst & Young LLP to include
additional interim financial statement quarterly review for the
year 2010, additional 401(k) retirement plan audit services for
the year 2009, and additional bankruptcy tax advisory services.

Pursuant to the terms and conditions of the Additional
Agreements, Ernst & Young will:

  (a) review the Debtors' unaudited interim financial
      information for the quarters ending March 31, 2010,
      June 30, 2010 and September 30, 2010;

  (b) audit and report the financial statements and
      supplemental schedules of the Station Casinos, Inc. 401(k)
      Retirement Plan for the year ended December 31, 2009,
      which are to be included in Station's Form 5500 filing
      with the Department of Labor; and

  (c) assist the Debtors with analysis of certain tax
      consequences of the restructuring under the Chapter 11
      proceedings, specifically related to issues arising under
      cancellation of debt income and Federal consolidated
      return tax rules.

The Debtors will pay Ernst & Young based on the firm's current
hourly rates.

Position                                           Rate/Hour
--------                                           ---------
National Partner/Principal/Executive Director      $610-$760
Partner and Principal                              $483-$585
Executive Director                                 $420-$495
Senior Manager                                     $420-$490
Manager                                            $330-$400
Senior                                             $210-$370
Staff                                              $145-$190

The Debtors and Ernst & Young have agreed that Ernst & Young's
fees for the work under the 2010 Quarterly Review Agreement will
not exceed $55,000; and (b) Ernst & Young's fees for the work
under the 2009 Retirement Plan Audit Agreement will not exceed
$24,000.  The Debtors will also reimburse Ernst & Young for any
direct expenses incurred.

Thomas M. Roche, a partner of Ernst & Young LLP, assures the
Court that his firm does not hold any interest materially adverse
to the Debtors.

                     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: Seeks to Settle FTB Disputes for $2.8 Mil.
-----------------------------------------------------------
Station Casinos Inc. and its units seek the U.S. Bankruptcy
Court's authority to enter into a settlement agreement with First
Tennessee Bank National Association, which, among other things,
resolves certain disputes between the Debtors and FTB regarding
the bank's prepetition funding obligations under a prepetition
loan agreement and provides for payment of the Settlement Payment
for $2,870,060 to Past Enterprises, Inc.

According to Robert C. Shenfeld, Esq., at Milbank, Tweed, Hadley
& McCloy LLP, in Los Angeles, California, the Settlement
Agreement provides the Debtors with these economic advantages:

  (a) the Debtors will receive the full amount of the Revolving
      Credit Loan that FTB owed to the Debtors as of the
      Petition Date without any discount;

  (b) resolution of the Disputes without the need for time
      consuming litigation;

  (c) immediate delivery of the Settlement Payment;

  (d) avoidance of legal fees and expenses of Debtors' counsel
      in prosecuting the Disputes; and

  (e) resolution of the Disputes in a timely fashion.

SCI, as borrower; Deutsche Bank Trust Company Americas, as
administrative agent and a lender; and the other lenders are
parties to the Credit Agreement dated as of November 7, 2007.  On
December 19, 2008, pursuant to the Prepetition Loan Agreement,
SCI submitted a Committed Loan Notice pursuant to which SCI
requested a Revolving Credit Loan from the Prepetition Lenders in
the amount of $257,315,797.  Two of the Prepetition Lenders,
including FTB, refused to fund, and have not funded, their
ratable shares of the December 2008 Draw.

Based upon the aggregate amount of the December 2008 Draw and
FTB's ratable share of the Prepetition Lenders' commitment to
make Revolving Credit Loans as set forth in the Prepetition Loan
Agreement, FTB's ratable share of the December 2008 Draw is
$2,870,060, says Mr. Shenfeld.

Prior to the Petition Date, SCI, certain of its subsidiaries, FCP
Holding, Inc., Fertitta Partners LLC, and FCP Voteco, LLC, the
Lenders, and the Prepetition Agent and the other Secured Parties
entered into a Second Forbearance Agreement and Second Amendment
to the Credit Agreement as of July 28, 2009.  Pursuant to the
Second Forbearance Agreement, among other things, the Credit
Parties provided a release to all of the Prepetition Lenders
except the Non-Funding Lenders.  Under the Second Forbearance
Agreement, FTB was excluded from the benefit of the Forbearance
Releases as a designated "Non-Funding Lender."

In the Final Cash Collateral Order approved by the Court, FTB was
also excluded from the benefits of the exculpatory findings made
in Section K of the Final Cash Collateral Order as a result of
being designated a "Non-Funding Lender."

SCI has previously asserted that it has common law claims against
FTB for damages and specific performance of FTB's funding
obligation in an amount equal to FTB's pro-rata share of the
December 2008 Draw, plus attorney's fees incurred by SCI directly
in connection with that failure and interest.

In response, FTB contends that it was entitled to refuse to fund
its ratable share of the December 2008 Draw for cause under the
Prepetition Loan Agreement, and denies that it is liable for
specific performance, interest or for damages in any amount.

Subsequent to the Petition Date, FTB expressed an interest in
settling the Funding Claims, and to settle any and all related
disputes and claims associated with the Funding Claims including,
but not limited to, a dispute whether FTB has a contractual
obligation under the Prepetition Loan Agreement to make any
Revolving Credit Loans to SCI and whether SCI has any common law
claims against FTB for failing to make the Revolving Credit
Loans, including claims for interest on such unpaid Revolving
Credit Loan and attorneys' fees and expenses in pursuing those
Funding Claims.

Thomas Friel, executive vice president, chief accounting officer,
and treasurer of Station Casinos, Inc., maintains that it is in
the best interest of the Debtors' estates to settle the Disputes
and enter into the Settlement Agreement.

                     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)


STEAKHOUSE PARTNERS: Can Sell Auburn Hills Liquor License
---------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of California
authorized Steakhouse Partners Inc., and Paragon Steakhouse
Restaurants, Inc., to sell the Auburn Hills, Michigan Liquor
License, to Gary Yoemans Revocable Living Trust for $30,000.

Gary Yoemans agreed to purchase the liquor license associated with
its former restaurant operated in Auburn Hills, Michigan, free and
clear of all liens, claims and encumbrances.

Based in San Diego, California, Steakhouse Partners Inc. and its
affiliates -- http://www.paragonsteak.com/-- own and operate
steakhouse restaurants in the U.S.  Their restaurants specialize
in complete steak and prime rib meals and also offer fresh fish
and other lunch and dinner dishes.  They operate under the brand
names of Hungry Hunter's, Hunter Steakhouse, Mountain Jack's and
Carvers.  Their menu also include fresh fish, seafood, pasta,
chicken, prime rib, steaks, appetizers and desserts.

At Dec. 31, 2006, they operated 25 full-service steakhouse
restaurants located in eight states.  They operate solely in the
domestic market.

The company and its affiliates filed for Chapter 11 protection on
May 15, 2008 (Bankr. S.D. Calif. Lead Case No. 08-04147).  Enid M.
Colson, Esq., and Julia W. Brand, Esq., at Liner Yankelevitz
Sunshine & Regenstreif LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed consolidated assets of $16,395,000
and consolidated debts of $26,010,000.


SUMNER REGIONAL: LifePoint Cleared to Buy Hospital for $154.1MM
---------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Sumner Regional
Health Systems won approval from the Bankruptcy Court to sell its
four acute-care hospital for $154.1 million, despite objections by
Sumner County.  LifePoint Hospitals Inc., which already has 48
hospitals in 17 states, is the buyer of Sumner Regional's
facility.  The bankruptcy judge wrote an opinion explaining why
the county's sale of the hospital in 1994 bestowed no power to
block a sale now.  An order formally approving the sale is
awaiting signature by the bankruptcy judge.

Gallatin, Tennessee-based 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.


SUNSTATE EQUIPMENT: S&P Affirms 'B-' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed the ratings on
Phoenix-based Sunstate Equipment Co. LLC, including the 'B-'
corporate credit rating.  S&P also revised for the outlook on
Sunstate to stable from negative.

The ratings on privately owned Sunstate reflect S&P's assessment
of its position as a relatively small operator in the highly
fragmented and competitive construction equipment rental industry.
This profile reflects the company's limited diversity, expensive
capital-equipment purchases, high leverage, and somewhat limited
financial flexibility.  Sunstate's good regional presence in the
southwestern U.S., focus on customer service, and good EBITDA
margin somewhat offset these factors.

"Despite weak end-market conditions, Sunstate's operating
performance may still weaken as conditions in the equipment rental
sector remain difficult," said Standard & Poor's credit analyst
John Sico.  However, with the strategic investment and recently
completed bank loan amendment, S&P expects liquidity to be
adequate in the near term.  S&P could lower the ratings on the
company if its operating performance weakens significantly more
than the midteens decline that S&P expects for the industry in
2010 and it encounters liquidity pressures.  "S&P is unlikely to
raise the ratings at this point in the cycle, given expected weak
industry conditions," he continued.


SYNCORA HOLDINGS: Guarantee Unit Short of its Remediation Plan
--------------------------------------------------------------
Syncora Holdings Ltd. disclosed that, despite having made
significant progress on certain of its planned liquidity
remediation actions, its wholly owned New York financial guarantee
subsidiary, Syncora Guarantee Inc. remains materially short of its
remediation plan.  Syncora also announced that on June 17, 2010
the New York Insurance Department issued a supplemental order
withdrawing the order issued on April 10, 2009 under Section 1310
of the New York Insurance Law, which prohibited Syncora Guarantee
from paying claims until it had removed the impairment to its
statutorily mandated minimum surplus to policyholders.  In
connection with this, Syncora Guarantee has been ordered to
provide the NYID with a plan for the payment of accrued and unpaid
claims and for the payment of new claims as they become due in the
ordinary course of business.

Notwithstanding the withdrawal of the 1310 Order following Syncora
Guarantee's elimination of the impairment of its statutory capital
and its return to compliance with statutorily mandated required
minimum surplus to policyholders, Syncora Guarantee believes that
it needs to complete further significant actions in order to
satisfy its known and anticipated short and medium term liquidity
needs and resume claims payments.  Some of the required actions
are outside of Syncora Guarantee's ordinary course of business and
will require the consent or approval of parties outside of its
control.  No assurance can be given that Syncora Guarantee will be
successful in pursuing or effectuating such actions or obtaining
such consents or approvals in a timely manner or at all.

Since the issuance of the 1310 Order on April 10, 2009, Syncora
Guarantee has made material progress towards removing the
impairment to its statutory capital and restoring it beyond the
minimum statutory requirement of $65 million.  At March 31, 2010,
Syncora Guarantee's statutory surplus was reported as
$104.1 million.  Based on preliminary second quarter 2010 reserve
estimates, continued remediation efforts during the second quarter
are expected to have a material positive effect on statutory
surplus; however, this is expected to be offset in part, or
possibly exceeded, by adverse development in Syncora Guarantee's
reserves.

In light of its liquidity position and needs and the current
timing of the withdrawal of the 1310 Order, Syncora Guarantee is
considering all of its options, is continuing to seek to resolve
its liquidity issues and will continue to evaluate whether it can
make sufficient progress towards the implementation of its ongoing
liquidity remediation plan to be able to resume claims payments.
In the event Syncora Guarantee is unable to resolve its
anticipated liquidity needs in order to resume claims payments at
this time, or is unable to provide the NYID with a plan that is
acceptable to Syncora Guarantee and the NYID for the payment of
accrued and unpaid claims and for the payment of new claims as
they become due in the ordinary course of business, the NYID could
take regulatory action against it or Syncora Guarantee could
submit itself to regulatory action by the NYID, including placing
Syncora Guarantee in rehabilitation or liquidation.

                    About Syncora Guarantee Inc.

Syncora Guarantee Inc. -- http://www.syncora.com/-- is a wholly
owned subsidiary of Syncora Holdings Ltd.  Syncora Holdings Ltd.
is a Bermuda-domiciled holding company.

In April 2009, Standard & Poor's Ratings Services revised its
financial strength and financial enhancement ratings on Syncora
Guarantee Inc. to 'R' from 'CC'.  Standard & Poor's also revised
its counterparty credit rating on Syncora to 'D' from 'CC'.  An
insurer rated 'R' is under regulatory supervision because of its
financial condition.  The 'CC' counterparty credit, financial
strength, and financial enhancement ratings on Syncora Guarantee
U.K. Ltd. are unchanged because at this time, that company is not
subject to any regulatory orders that mandate the suspension of
claims payments.


TAYLOR BEAN: SEC Charges Ex-Chair With $1.5-Bil. Securities Fraud
-----------------------------------------------------------------
The Securities and Exchange Commission said June 16 that it
charged the former chairman and majority owner of what was once
the nation's largest non-depository mortgage lender with
orchestrating a large-scale securities fraud scheme and attempting
to scam the U.S. Treasury's Troubled Asset Relief Program.

The SEC alleges that Lee B. Farkas through his company Taylor,
Bean & Whitaker Mortgage Corp. sold more than $1.5 billion worth
of fabricated or impaired mortgage loans and securities to
Colonial Bank.  Those loans and securities were falsely reported
to the investing public as high-quality, liquid assets.
Mr. Farkas also was responsible for a bogus equity investment that
caused Colonial Bank to misrepresent that it had satisfied a
prerequisite necessary to qualify for TARP funds.  When Colonial
Bank's parent company -- Colonial BancGroup, Inc. -- issued a
press release announcing it had obtained preliminary approval to
receive $550 million in TARP funds, its stock price jumped 54
percent in the remaining two hours of trading, representing its
largest one-day price increase since 1983.

"As the country's mortgage markets began to falter, Farkas
arranged the sale of more than one billion dollars worth of
mortgage loans and securities he knew to be fictitious or
impaired," said Lorin Reisner, Deputy Director of the SEC's
Division of Enforcement.  "Farkas also lied about a sham equity
investment he engineered to defraud U.S. taxpayers and the U.S.
Treasury's Troubled Asset Relief Program."

According to the SEC's complaint, filed in U.S. District Court for
the Eastern District of Virginia, Mr. Farkas executed the
fraudulent scheme from March 2002 until August 2009, when TBW - a
privately-held company headquartered in Ocala, Fla. - filed for
bankruptcy.  TBW was the largest customer of Colonial Bank's
Mortgage Warehouse Lending Division (MWLD).  Because TBW generally
did not have sufficient capital to internally fund the mortgage
loans it originated, it relied on financing arrangements primarily
through Colonial Bank's MWLD to fund such mortgage loans.

According to the SEC's complaint, TBW began to experience
liquidity problems and overdrew its then-limited warehouse line of
credit with Colonial Bank by approximately $15 million each day.
The SEC alleges that Mr. Farkas pressured an officer at Colonial
Bank to assist in concealing TBW's overdraws through a pattern of
"kiting" whereby certain debits to TBW's warehouse line of credit
were not entered until after credits due to the warehouse line of
credit for the following day were entered.  As this kiting
activity increased in scope, TBW was overdrawing its accounts with
Colonial Bank by approximately $150 million per day.

The SEC alleges that in order to conceal this initial fraudulent
conduct, Mr. Farkas devised a plan for TBW to create and submit
fictitious loan information to Colonial Bank.  Mr. Farkas also
directed the creation of fictitious mortgage-backed securities
assembled from the fraudulent loans.  By the end of 2007, the
scheme consisted of approximately $500 million in fake residential
mortgage loans and approximately $1 billion in severely impaired
residential mortgage loans and securities.  As a direct result of
Mr. Farkas's misconduct, these fictitious and impaired loans were
misrepresented as high-quality assets on Colonial BancGroup's
financial statements.

The SEC alleges that in addition to causing Colonial BancGroup to
misrepresent its assets, Mr. Farkas caused BancGroup to misstate
to investors and TARP officials that it had obtained commitments
for a $300 million capital infusion, which would qualify Colonial
Bank for TARP funding.  Mr. Farkas falsely told BancGroup that a
foreign-held investment bank had committed to financing TBW's
equity investment in Colonial Bank.  Contrary to his
representations to BancGroup and the investing public, Mr. Farkas
never secured financing or sufficient investors to fund the
capital infusion.  When BancGroup and TBW later mutually announced
the termination of their stock purchase agreement, essentially
signaling the end of Colonial Bank's pursuit of TARP funds,
BancGroup's stock declined 20 percent.

The SEC's complaint charges Mr. Farkas with violations of the
antifraud, reporting, books and records and internal controls
provisions of the federal securities laws.  The SEC is seeking
permanent injunctive relief, disgorgement of ill-gotten gains with
prejudgment interest, and financial penalties.  The SEC also seeks
an officer-and-director bar against Farkas as well as an equitable
order prohibiting him from serving in a senior management or
control position at any mortgage-related company or other
financial institution and from holding any position involving
financial reporting or disclosure at a public company.

The SEC's case was investigated by William P. Hicks, M. Graham
Loomis, Aaron W. Lipson, Yolanda L. Ross and Barry R. Lakas of the
Atlanta Regional Office. The SEC acknowledges the assistance of
the Fraud Section of the U.S. Department of Justice's Criminal
Division, the Federal Bureau of Investigation, the Office of the
Special Inspector General for the TARP, the Federal Deposit
Insurance Corporation's Office of the Inspector General, and the
Office of the Inspector General for the U.S. Department of Housing
and Urban Development.  The SEC brought its enforcement action in
coordination with these other members of the Financial Fraud
Enforcement Task Force.

The SEC's investigation is continuing.

A copy of the SEC complaint is available for free at:

               http://researcharchives.com/t/s?6530

                        About Taylor, Bean

Taylor, Bean & Whitaker Mortgage Corp. is a 27-year-old company
that grew from a small Ocala-based mortgage broker to become one
of the largest mortgage bankers in the United States.  In 2009,
Taylor Bean was the country's third largest direct-endorsement
lender of FHA-insured loans of the largest wholesale mortgage
lenders and issuer of mortgage backed securities.  It also managed
a combined mortgage servicing portfolio of approximately
$80 billion.  The company employed more that 2,000 people in
offices located throughout the United States.

Taylor Bean filed for Chapter 11 on August 24 (Bankr. M.D. Fla.
Case No. 09-07047). Taylor Bean filed under Chapter 11 three weeks
after federal investigators searched its offices.  The day
following the search, the Federal Housing Administration, Ginnie
Mae and Freddie Mac prohibited the company from issuing new
mortgages and terminated servicing rights.

Taylor Bean has more than $1 billion of both assets and
liabilities, and between 1,000 and 5,000 creditors, according to
the bankruptcy petition.

                     About Colonial BancGroup

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

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


TAYLOR BEAN: Wants Plan Exclusivity Until September 21
------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Taylor Bean &
Whitaker Mortgage Corp. is asking the Bankruptcy Court to
extend its exclusive period to propose a Chapter 11 plan until
September 21.  A hearing on the extension is scheduled for
July 16.

Creditors have filed 3,200 claims for $9.2 billion against Taylor
Bean.

                      About Taylor Bean

Taylor, Bean & Whitaker Mortgage Corp. is a 27-year-old company
that grew from a small Ocala-based mortgage broker to become one
of the largest mortgage bankers in the United States.  In 2009,
Taylor Bean was the country's third largest direct-endorsement
lender of FHA-insured loans of the largest wholesale mortgage
lenders and issuer of mortgage backed securities.  It also managed
a combined mortgage servicing portfolio of approximately
$80 billion.  The company employed more that 2,000 people in
offices located throughout the United States.

Taylor Bean filed for Chapter 11 on August 24 (Bankr. M.D. Fla.
Case No. 09-07047). Taylor Bean filed under Chapter 11 three weeks
after federal investigators searched its offices.  The day
following the search, the Federal Housing Administration, Ginnie
Mae and Freddie Mac prohibited the company from issuing new
mortgages and terminated servicing rights.

Taylor Bean has more than $1 billion of both assets and
liabilities, and between 1,000 and 5,000 creditors, according to
the bankruptcy petition.


TEXAS RANGERS: Judge Puts Limits on Actions by Partnership
----------------------------------------------------------
Bill Rochelle at Bloomberg News reports that the general partner
of the Texas Rangers professional baseball club, which is the
target of an involuntary Chapter 11 petition, was prohibited by
the bankruptcy judge on June 18 from using, selling or leasing
property outside of the ordinary course of business without
express approval from the court.  Ordinarily, in an involuntary
case, a company can use its property without restriction before
it's officially declared bankrupt.  Bankruptcy Judge Michael Lynn
said in the order that he will explain his action in a forthcoming
opinion that could decide whether the Rangers have a legitimate
prepackaged reorganization plan that can be approved at a July 9
confirmation hearing.

Bill Rochelle also reported that at a hearing last week, Judge
Lynn talked about whether there should be a chief restructuring
officer appointed if the involuntary petitions against the general
and limited partners are granted and they join the team in Chapter
11.  Judge Lynn directed the parties at last week's hearing to
argue over whether the team's current owners or the lenders are
entitled to exercise ownership rights, including support for or
opposition to the reorganization plan.

                        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 wotj am
involuntary petition on May 28, 2010 (Bankr. N.D. Tex. Case No.
10-43624 and 10-43625).  The Rangers Equity entities are
controlled by Dallas millionaire Tom Hicks.  The lenders, a group
that includes investment funds Monarch Alternative Capital and
Kingsland Capital Management, filed the involuntary bankruptcy
petition.  The two companies were not included in the May 24
Chapter 11 filing of Texas Rangers Baseball Partners.

The lenders oppose the proposed $575 million bankruptcy sale of
the team to a group including Hall of Fame pitcher Nolan Ryan, the
team's president, and Chuck Greenberg.   The sale was proposed as
part of the May 24 bankruptcy filing by Texas Rangers Baseball
Partners, which is owned by two entities controlled by Mr. Hicks'
HSG Sports Group LLC.


THEFLYONTHEWALL.COM: Google, Twitter Call Injunction "Obsolete"
---------------------------------------------------------------
Sakthi Prasad, writing for Reuters, says Google Inc. and Twitter
Inc. Inc. have asked an appeals court to overturn U.S. District
Judge Denise Cote's decision to bar Theflyonthewall.com from
issuing immediate news on analyst research from several Wall
Street banks.  According to Reuters, in a filing late on Monday,
Google and Twitter explained that in the age of Internet and
instantaneous communication, banning of Theflyonthewall.com's
immediate news dissemination was "obsolete."

"News reporting always has been a complex ecosystem, where what is
'news' is often driven by certain influential news organizations,
with others republishing or broadcasting those facts -- all to the
benefit of the public," Google and Twitter said in the filing,
according to Reuters.

Google and Twitter, according to Reuters, argued that upholding
the district court's decision would give those who obtained the
news first strong incentives to block others from obtaining the
same information.  They also said it was tough to implement "any
period of exclusivity" for news.  They said it would be impossible
to craft and enforce a rule restricting the dissemination of
readily accessible factual information.  They requested the
appeals court to recognize that "hot news" misappropriation could
no longer be practically or fairly applied.

The Troubled Company Reporter, citing Bloomberg News, said Judge
Cote in New York ruled on March 18 that Theflyonthewall.com
couldn't post immediate online reports about stock upgrades and
downgrades by Barclays Plc, Bank of America Corp.'s Merrill Lynch
and Morgan Stanley.  The banks had complained that
Theflyonthewall.com wrongfully obtains and sells reports on
changes to the banks' stock evaluations.  The banks accused
Theflyonthewall.com of "free riding" on research reports by
sending headlines on upgrades and downgrades.  Each bank spends
"hundreds of millions of dollars per year in creating the
research," the judge wrote in her decision.  Judge Cote required
Theflyonthewall.com to wait two or more hours before publishing
the research.

Reuters notes that Theflyonthewall.com posted headlines from
research reports and press releases on its Web site, often before
banks could share their recommendations with their clients.

The TCR on May 14 said Judge Cote rejected a request by
Theflyonthewall.com to lift her ban pending appeal.  According to
a Reuters report, Judge Cote found that Theflyonthewall.com did
not show it was likely to win its appeal, or that it would be
irreparably harmed if the injunction stayed in place.

Theflyonthewall.com had argued the injunction cost it subscribers
and threatened its survival.  Theflyonthewall.com asked Judge Cote
to lift the injunction while it pursues an appeal, or
alternatively to let it report research first published by any of
six media outlets: Bloomberg LP, CNBC television, Dow Jones
Newswires, The New York Times, Thomson Reuters and the Wall Street
Journal.

The case is IN re: Barclays Capital, et al. v.
Theflyonthewall.com, Case No. 10-1372 (2nd. Cir.).

Theflyonthewall.com Inc. is based in Summit, New Jersey.  Reuters
says Theflyonthewall.com charges $50 a month, or $480 annually,
for its services.


TRIBUNE CO: Bondholders Oppose Transfer of Broadcast Licenses
-------------------------------------------------------------
Bondholders represented by Wilmington Trust Co. asked the Federal
Communications Commission to drop Tribune Company's request to
transfer ownership and management of certain broadcast licenses.

Tribune last week filed papers with the FCC seeking to transfer
ownership of the broadcast licenses as part of its plan to
reorganize under Chapter 11.  Tribune, according to Peg Brickley
of Dow Jones, has said that the application is a routine matter,
one that will survive the scrutiny by the regulators.

The Bondholders, which are owned $1.2 billion, did not buy
Tribune's statement and instead accused Tribune of pursuing a
"sham" strategy for getting around restrictions on foreign
ownership and is unlikely to win court approval of its
restructuring.

In papers filed with the FCC, the Wilmington Trust-represented
bondholders said Tribune is asking to transfer ownership and
management of the broadcast licenses to entities and individuals
that are subject to pending investigations for a variety of
wrongdoing, to undisclosed foreign entities, and to the same
management that caused Tribune's downfall in only 11 months, Dow
Jones said.

Tribune is trying to get around U.S. rules limiting foreign
ownership of television and radio stations by giving lenders
warrants to purchase new stock, Bloomberg News said, also quoting
papers filed by the Bondholders with the FCC.

A probe authorized by the Bankruptcy Court is being conducted in
Tribune's case in relation to the leveraged buyout the company
held in 2007 and its decision to settle potential lawsuit over the
deal.

                       About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on Dec. 8, 2008 (Bankr. D. Del. Lead Case No.
08-13141).  Sidley Austin LLP serves as the Debtor's bankruptcy
counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware
counsel; Lazard Ltd. and Alvarez & Marsal North Americal LLC as
financial advisors; and Epiq Bankruptcy Solutions LLC as claims
agent.  As of Dec. 8, 2008, the Debtors have $7,604,195,000 in
total assets and $12,972,541,148 in total debts.

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


TRIBUNE CO: Contrarian Wants JPM Compelled to Produce Documents
---------------------------------------------------------------
Lenders led by Contrarian Funds LLC, designated as the "Credit
Agreement Lenders," ask the Court to compel JPMorgan Chase Bank,
N.A., to produce documents responsive to their first request for
production.  JPMorgan is the Administrative Agent under a Credit
Agreement pursuant to which the Credit Agreement Lenders hold
claims.  The Credit Agreement obligates JPMorgan, as Agent, to
maintain a "Register" that includes the names and addresses of the
Lenders and the amount of any sum received by the Agent from the
Borrower and each Lender's share thereof.

The Credit Agreement further requires that JPMorgan make the
Register available for inspection by any Lender at any reasonable
time and from time to time.

The Credit Agreement Lenders have asked for (a) the names and
addresses of current holders of Credit Agreement debt; and (b) a
list of prepetition payments made by the Debtors pursuant to the
Credit Agreement.

Blake M. Cleary, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware, counsel to the Credit Agreement Lenders,
maintains that:

  (a) this information is directly relevant to the Debtors'
      proposed Plan of Reorganization, as to which solicitation
      is now underway;

  (b) information regarding the current holders of Credit
      Agreement debt is necessary to facilitate communication
      among holders of Credit Agreement claims regarding the
      Plan and the proposed settlement embodied in it;

  (c) information regarding prepetition payments under the
      Credit Agreement is necessary to assess the nature and
      viability of the estates' potential claims for recovery
      and disgorgement of those payments, all of which are to be
      waived and released for free, with no consideration given
      by the payment recipients, under the proposed settlement
      embodied in the Plan.

"Yet, for no apparent reason other than to delay, JPMorgan has
refused to produce the requested information," Mr. Cleary tells
the Court.  "Rather, JPMorgan has stated that it will allow the
Credit Agreement Lenders to review -- but not copy -- a list of
current holders of Credit Agreement claims that includes names but
excludes addresses," he adds.

Mr. Cleary asserts that as this is contrary both to JPMorgan's
obligations as Agent under the Credit Agreement and its
obligations under the applicable Federal Rules.

In a declaration in support of the Motion, James O. Johnston,
Esq., at Hennigan, Bennett & Dorman LLP, in Los Angeles,
California, relates that after communications with JPMorgan's
counsel, it became clear from the e-mail exchanges that JPMorgan
would only agree to allow the Credit Agreement Lenders to review a
list of current holders of Credit Agreement debt.

                        JPMorgan Objects

JPMorgan asserts that the Credit Agreement Lenders' motion seeking
to compel the production of addresses for current Senior Lenders
is not only an improper use of the discovery process but also
unnecessary in light of their repeated proclamations in court
filing and ultimately in the solicitation package itself.
JPMorgan relates that it has offered to provide to the Credit
Agreement Lenders information sufficient to address the asserted
need to assess the nature and viability of the estate's potential
claims for recovery and disgorgement of those payments.

"If the Credit Agreement Lenders may claim entitlement to anything
at all under the case law, it is only the ability to communicate
freely with other creditors about the Debtors' proposed Plan, and
JPMorgan does not seek to restrict their ability to do so,"
asserts Robert J. Stern, Jr., Esq., at Richards, Layton & Finger,
P.A., in Wilmington, Delaware.

Mr. Stern maintains that the addresses of prepetition and current
lenders are commercially sensitive information that Lenders expect
will be held in confidence by the Agent.

It is evident that the Credit Agreement Lenders are using the
discovery process as an inappropriate sword in their campaign
against the Debtors' Plan, Mr. Stern asserts.  Their attempt to
legitimize this effort under the guise of evaluating disgorgement
claims is entirely transparent from their own admissions and from
their prodigious urge to convince others to reject the Plan, he
adds.

JPMorgan thus asks the Court to deny the Motion to Compel.

                  Credit Agreement Lenders File
                      Revised Proposed Order

Mr. Cleary relates in a certification of counsel that at the
hearing held on June 16, 2010, the Court made certain rulings with
respect to the Motion and Response.

Accordingly, the parties have conferred and submitted with the
Court a revised order, which provides that:

  -- On or before June 18, 2010, JPMorgan will produce to
     counsel for the Credit Agreement Lenders (a) a list of the
     names, addresses, and claim amounts held by all lenders of
     record under the Credit Agreement as of the May 17, 2010
     voting record dated as provided by JPMorgan to the Debtors
     for plan solicitation purposes; and (b) a list of the
     principal and interest payments made by any of the Debtors
     under or pursuant to the Credit Agreement prior to Petition
     Date as reflected in the Agent's books and records,
     including the names of the recipients of each payment, the
     amount of each payment, and the date of each payment;

  -- At any time after the production, the Credit Agreement
     Lenders may request that JPMorgan produce information
     regarding the addresses of one or more of the recipients of
     the Payments, and JPMorgan will attempt in good faith to
     search its records for and produce those information;
     provided, however, that JPMorgan may request that the Court
     relieve it from any obligation to search its records for
     and produce Payment recipient address information if
     JPMorgan determines that it would be unduly burdensome to
     comply with a request by the Credit Agreement Lenders in
     this regard, and the Court will hold a telephonic discovery
     conference to resolve any dispute in this regard on not
     less than 48 hours notice to the Credit Agreement Lenders;

  -- The information produced by JPMorgan will be used only in
     connection with the Debtors' cases or confirmation of the
     Debtors' proposed plan of reorganization, and nothing will
     preclude the Credit Agreement Lenders from using those
     information to communicate with other holders of Credit
     Agreement claims.

                       About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on Dec. 8, 2008 (Bankr. D. Del. Lead Case No.
08-13141).  Sidley Austin LLP serves as the Debtor's bankruptcy
counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware
counsel; Lazard Ltd. and Alvarez & Marsal North Americal LLC as
financial advisors; and Epiq Bankruptcy Solutions LLC as claims
agent.  As of Dec. 8, 2008, the Debtors have $7,604,195,000 in
total assets and $12,972,541,148 in total debts.

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


TRIBUNE CO: Wells Fargo To Take Deposition of Samuel Zell, Others
-----------------------------------------------------------------
Wells Fargo Bank, N.A., as successor administrative agent under a
$1.6 billion Senior Unsecured Interim Loan Agreement, dated as of
December 20, 2007, informed Judge Kevin J. Carey of the U.S.
Bankruptcy Court for the District of Delaware that it will take
the deposition of Samuel Zell and several other parties in
relation to Tribune Company's 2007 leveraged buyout.

Mr. Zell's deposition will take place on June 28, 2010.  Other
parties and their dates of deposition are:

                                               Date of
Party                                         Deposition
-----                                         ----------
Centerbridge Credit Partners Master, L.P.     July 5, 2010
Centerbridge Credit Partners, L.P.
Centerbridge Special Credit Partners, L.P.

EGI-TRB, LLC                                  June 25, 2010

Chandler Trust No.1 and Chandler Trust No. 2  June 24, 2010

Angelo Gordon & Co. LP                         July 8, 2010

The deposition will take place at the offices of White & Case LLP,
1155 Avenue of the Americas, in New York.

Topics of deposition include, among others:

   -- The settlement of the LBO-Related Causes of Action
      proposed by the Debtors, Settlement Term Sheet to an
      agreement made on April 8, 2010 among certain holders and
      indentures trustees for holders of claims against the
      Debtors whereby the parties agreed to support a settlement
      of the LBO-Related Causes of Action on specified terms.

   -- LBO-Related Causes of Action, including, but not limited
      to the resolution or potential resolution of the LBO
      -Related Causes of Action and any analysis regarding the
      value of the LBO-Related Causes of Action.

   -- Any benefits that would flow to Tribune from utilizing the
      ESOP structure in connection with the Leveraged employee
      stock ownership plan transactions, including but not
      limited to tax savings following the conversion of Tribune
      to an S-Corp, savings resulting from the elimination of
      401(k) contributions, and savings from the reduction in
      expenses relating to SEC compliance.

LBO-Related Causes of Action relates to claims, causes of action,
avoidance powers or rights, and legal or equitable remedies
against any person arising from any transaction related to the
leveraged buy-out of Tribune that occurred in 2007.

                       About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on Dec. 8, 2008 (Bankr. D. Del. Lead Case No.
08-13141).  Sidley Austin LLP serves as the Debtor's bankruptcy
counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware
counsel; Lazard Ltd. and Alvarez & Marsal North Americal LLC as
financial advisors; and Epiq Bankruptcy Solutions LLC as claims
agent.  As of Dec. 8, 2008, the Debtors have $7,604,195,000 in
total assets and $12,972,541,148 in total debts.

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


TRW AUTOMOTIVE: Fitch Upgrades Issuer Default Rating to 'BB'
------------------------------------------------------------
Fitch Ratings upgrades TRW Automotive's Issuer Default Rating to
'BB' from 'B+'.

Fitch has taken these rating actions:

TRW Automotive Holdings Corp.

  -- IDR upgraded to 'BB' from 'B+'.

TRW Automotive Inc.

  -- IDR upgraded to 'BB' from 'B+';

  -- Senior secured revolving credit facility affirmed at 'BB+';

  -- Senior secured term loan A-2 affirmed at 'BB+';

  -- Senior unsecured notes upgraded to 'BB-' from 'B/RR5';

  -- Senior unsecured exchangeable notes upgraded to 'BB-' from
     'B/RR5'.

Furthermore, the rating for term loan B-3 due 2016 was withdrawn
following the repayment in April 2010.

In accordance with Fitch's published methodology, the Recovery
Ratings on all issues of TRW will no longer be published.

The Rating Outlook is Stable.  Approximately $2.2 billion of debt
is covered by the ratings.

The two notch upgrade is driven by Fitch's increased confidence
that TRW will be able to maintain a solid credit profile through
the economic cycle.  Despite a very challenging automotive
environment during 2009, TRW was able to improve some credit
metrics and reduce debt during the year as a result of successful
restructuring actions and several capital market transactions.
These restructuring actions have lowered TRW's break-even
production level, and Fitch believes the company should be able to
avoid significant financial losses even if the auto market
unexpectedly weakens.  Furthermore, Fitch's outlook for TRW in
2010 continues to strengthen as evidenced by the first quarter
results.  Second and third quarter results are not projected to be
as strong due to the seasonality of the business; however, overall
results should show strong improvements versus 2009.

The upgrade is also supported by the company's history of free
cash flow generation even during the automotive downturn, solid
EBITDA margins, improved leverage due to increased profits and
reduced debt, strong liquidity, diverse product offerings designed
to meet safety requirements and improve fuel economy, as well as a
diverse customer base and geographic sales.

The ratings are further supported by Fitch's expectations of
increases in profits, healthy cash flow, and further deleveraging
of the balance sheet.  These drivers are a result of TRW's cost
cutting efforts and the improvements in the automotive
environment.

The Stable Outlook is driven by Fitch's view that global
automotive production will continue to strengthen in 2010 and that
TRW's profits and cash flow will be healthy for the new rating
levels even in the case of unexpectedly weaker automotive
production.

Credit concerns include TRW's large concentration of sales to
Europe (58% in 2009), automotive industry cyclicality, and the
underfunded pension plan.  The large concentration of sales to
Europe may be challenging given Fitch's forecast of light vehicle
sales to decline 8%-12%; however, production is likely to be
approximately flat given exports and low inventories at the end of
2009.  With the economic uncertainty in Europe increasing, light
vehicle production remains a concern.

Fitch calculates leverage (total debt to operating EBITDA) at the
end of the first quarter of 2010 to be 1.7 times which is a
significant improvement from leverage of 2.6x at the end of 2009
and 2.8x at the end of 2008.  Importantly, TRW significantly
reduced debt by approximately $700 million since the end of 2008.
While Fitch does not see additional early debt retirements, Fitch
estimates that 2010 EBITDA should increase versus 2009 resulting
in leverage below 2.0x based on Fitch's current market
expectations.

EBITDA margins have significantly improved since the recovery in
the automotive environment began.  For the last twelve months
ending with the first quarter of 2010, EBITDA margins were 10.1%,
a significant improvement from 6.9% in 2008 and 7.9% in 2009.
Free cash flow was $498 million for the last twelve months ending
with the first quarter of 2010.  This is significantly better than
the $254 million of free cash flow generated in 2009 due to strong
results in the recent quarter.  Free cash flow remained strong in
2009 due to the company's efforts to preserve cash during the
difficult automotive environment.  Capital expenditures were down
58% to $201 million in 2009 on a year over year basis.  TRW
forecasts 2010 capital expenditures to be in the range of
$300 million to $325 million; Fitch believes this forecast may
prove to be conservative as expenditures may need to rise to
support revenue growth.  Even if capital expenditures increase
modestly over TRW's projections and with working capital
requirements increasing, Fitch expects TRW to generate positive
free cash flow in 2010.

The company's U.S. pension plan was 72% funded (or $306 million
underfunded) at the end of 2009.  In 2010, TRW expects to
contribute $87 million to global pension plans ($24 million of
that is to be directed to the U.S. plan).  In addition, TRW
expects to contribute $44 million to the OPEB plan in 2010.
During 2009, TRW amended some of its global pension plans and
therefore, some of the company's liabilities may decline in future
years.

At the end of the first quarter of 2010, TRW had approximately
$1.8 billion of liquidity consisting of $1.2 billion of
availability on the revolving credit facility and $634 million of
cash.  Liquidity has increased following the August 2009 equity
offering which generated $269 million of net proceeds for debt
reduction.  There are no significant scheduled debt maturities
until 2014.

TRW's bank facility was amended and extended in December 2009.
The revolver was previously a $1.4 billion facility maturing in
May 2012.  TRW now has a $1.2 billion revolver and of that amount,
$411 million of commitments expire in May 2012; $845 million will
expire in November 2014.

The financial covenants on the bank facility include a net senior
secured debt leverage ratio which cannot exceed 4.5x at the end of
2Q'10, 3.5x at the end of 3Q'10, 2.85x at the end of 4Q'10, 2.75x
at the end of 1Q'11, and 2.5x at the end of 2Q'11 and 3Q'11.
After that, total net leverage (includes secured and unsecured
debt) cannot exceed 3.5x at the end of 4Q'11 and in the following
quarters.  The minimum coverage for EBITDA to cash interest
expense is 1.7x at the end of 2Q'10, 2.25x at the end of 3Q'10,
2.7x at the end of 4Q'10 and 2.75x at the end of the quarters
beyond then.

The company's secured term loan and the 2014 portion of the
revolver are subject to an early maturity date of December 2013 if
on or before that time, TRW cannot refinance its senior unsecured
notes due 2014 with debt maturing after Aug. 31, 2016, or if it
doesn't have liquidity available to repay the senior unsecured
notes due 2014 and also have additional liquidity of at least
$500 million.

In early March 2010, Blackstone and certain management
stakeholders sold 11 million common shares of TRW; following that
equity capital markets transaction, Blackstone owned 30.2% of TRW.


UNIGENE LABORATORIES: Board Appoints Ashleigh Palmer as Director
----------------------------------------------------------------
The Board of Directors of Unigene Laboratories Inc. appointed
Ashleigh Palmer, the Company's President and Chief Executive
Officer, to fill one of the vacant seats on the Board and to serve
as a director of the Company.

Mr. Palmer, who is 47 years old, served as Chief Executive Officer
of Critical Biologics Corporation from 2006 to 2010.  He also
served as Acting Interim Chief Executive Officer of CanFite
BioPharma from 2004 to 2005.  He currently serves as President of
Creative BioVentures Corporation, a position he has held since
2003.

The Company entered into an employment agreement effective June 9,
2010, with Mr. Palmer, pursuant to which he will serve as the
Company's Chief Executive Officer.

                           About Unigene

Unigene Laboratories, Inc. OTCBB: UGNE) -- http://www.unigene.com/
-- is a biopharmaceutical company focusing on the oral and nasal
delivery of large-market peptide drugs.

                        Going Concern Doubt

Grant Thornton LLP of New York expressed substantial doubt against
Unigene Laboratories Inc.'s ability as a going concern.  The firm
noted that the Company has incurred a net loss of $13,400,000
during the year ended December 31, 2009 and has an accumulated
deficit of approximately $143,000,000 as of December 31, 2009.  As
of that date, the Company's current liabilities exceeded its
current assets by $1,251,000 and its total liabilities exceeded
total assets by $30,442,000.

The Company's balance sheet for December 31, 2009, showed
$23,954,941 and $54,396,602 total liabilities for a $30,441,661
total stockholders' deficit.


VERENIUM CORP: Stockholders Approve 2010 Equity Incentive Plan
--------------------------------------------------------------
The stockholders of Verenium Corporation approved the Verenium
Corporation 2010 Equity Incentive Plan.  The 2010 Plan was
approved by the Company's Board of Directors on April 19, 2010,
subject to approval by the Company's stockholders.

The terms of the 2010 Plan provide for the grant of stock options,
restricted stock awards, restricted stock unit awards, stock
appreciation rights, other stock awards, and performance awards
that may be settled in cash, stock, or other property.  The total
number of shares of the Company's common stock reserved for
issuance under the 2010 Plan consists of 2,000,000 shares.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on March 19, 2010,
Ernst & Young LLP, in San Diego, Calif., expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that of the Company's recurring
operating losses and accumulated deficit of $630.0 million at
December 31, 2009.

The Company has incurred a net loss of $12.0 million for the
three months ended March 31, 2010, and has an accumulated deficit
of $637.9 million as of March 31, 2010.  Based on the Company's
current operating plan, its existing working capital will not be
sufficient to meet the cash requirements to fund the Company's
planned operating expenses, capital expenditures, required and
potential payments under the 2007 Notes, the 2008 Notes, and the
2009 Notes, and working capital requirements through December 31,
2010, without additional sources of cash and/or the deferral,
reduction or elimination of significant planned expenditures.

These factors raise substantial doubt about the Company's ability
to continue as a going concern.

The Company's balance sheet as of March 31, 2010, showed
$149.4 million in assets, $135.9 million of liabilities, and
$13.5 million of stockholders' equity.

                    About Verenium Corporation

Cambridge, Mass.-based Verenium Corporation (NASDAQ: VRNM) --
http://www.verenium.com/-- operates in two business segments,
biofuels and specialty enzymes.  The Company's biofuels business
segment operates through its wholly-owned subsidiary, Verenium
Biofuels Corporation, and is focused on developing unique
technical and operational capabilities designed to enable the
production and commercialization of biofuels, in particular
ethanol produced from cellulosic biomass.  The Company's specialty
enzymes segment develops high-performance enzymes for use within
the alternative fuels, specialty industrial processes, and animal
nutrition and health markets to enable higher throughput, lower
costs, and improved environmental outcomes.


U.S. CONCRETE: Court Denies Bid for Equity Committee
----------------------------------------------------
U.S. Concrete, Inc., disclosed that the U.S. Bankruptcy Court
denied a request to appoint an equity committee in its Chapter 11
cases. In a ruling issued by the Court, the Judge stated that no
official committee was necessary, and that equity holders were
already adequately represented.  The ruling allows the Company to
continue moving towards confirmation of its Plan of Reorganization
at a hearing set for July 23, 2010.  Votes on the Plan are due by
July 9, 2010.

"We are extremely pleased with the Judge's ruling in this matter,"
said Michael W. Harlan, President and Chief Executive Officer of
U.S. Concrete.  "Our focus has been and will continue to be moving
forward to complete our restructuring plan in an orderly and
timely manner."

As previously announced, the Company's proposed restructuring
provides for the conversion of approximately $285 million of
principal amount of 8.375% Senior Subordinated Notes due 2014 into
equity in the reorganized company.  Trade creditors are currently
being paid in full in the ordinary course and are expected to be
unaffected by the restructuring.

Information about the restructuring is available at the Company's
website, www.us-concrete.com or via the Company's restructuring
line at (888) 369-8931.

About U.S. Concrete U.S. Concrete services the construction
industry in several major markets in the United States through its
two business segments: ready-mixed concrete and concrete-related
products; and precast concrete.  The Company has 125 fixed and 11
portable ready-mixed concrete plants, seven precast concrete
plants and seven producing aggregates facilities.  During 2009
(including acquired volumes), these plant facilities produced
approximately 4.5 million cubic yards of ready-mixed concrete and
3.0 million tons of aggregates.

                       About U.S. Concrete

Houston, Tex.-based U.S. Concrete, Inc., aka RMX Industries, Inc.,
is a major producer of ready-mixed concrete, precast concrete
products and concrete-related products in select markets in the
United States.

The Company filed for Chapter 11 bankruptcy protection on
April 29, 2010 (Bankr. D. Del. Case No. 10-11407).  Patrick J.
Nash Jr., Esq., and Ross M. Kwasteniet, Esq., at Kirkland & Ellis
LLP, assist the Company in its restructuring effort as bankruptcy
counsel.  James E. O'Neill, Esq., Laura Davis Jones, Esq., and
Mark M. Billion, Esq., at Pachulski Stang Ziehl & Jones LLP, is
the Company's co-counsel.  Epiq Bankruptcy Solutions is the
Company's claims agent.

According to the schedules, the Company says that assets total
$389,160,000 while debts total $399,351,000.

The Debtor's affiliates, Alberta Investments, Inc., et al., filed
separate Chapter 11 petitions on April 29, 2010.


VALEANT PHARMA: Biovail Merger May Cue Moody's to Withdraw Ratings
------------------------------------------------------------------
Moody's Investors Service commented that the pending merger of
Valeant Pharmaceuticals International and Biovail Corporation is
expected to result in a withdrawal of all of Valeant's outstanding
ratings.  Moody's anticipates that Valeant's existing debt will be
repaid in conjunction with the merger, and that the ratings will
be withdrawn.  Therefore, Moody's is not taking any rating action
with respect to Valeant's ratings.  Valeant's Corporate Family
Rating is B1 and the senior unsecured note rating is Ba3.

The pending merger is expected to close by year-end 2010.  Moody's
has not opined on the credit quality of the merged entity.
Biovail Corporation is currently unrated.

Provisions in Valeant's senior note indentures allow for
redemption of the notes subject to make-whole provisions.  Valeant
and Biovail have announced the availability of a $2.8 billion term
loan facility, which Moody's believes will allow for the repayment
of Valeant's senior notes.

Under a scenario in which the merger does not close, Moody's
anticipates maintaining Valeant's ratings at the current rating
level, all other factors being equal.

Moody's does not rate Valeant's 3% convertible subordinated notes
due 2010 or its 4% convertible subordinated notes due 2013.

Moody's last rating action on Valeant took place on April 6, 2010,
when Moody's assigned a rating of Ba3 to Valeant's senior
unsecured notes due 2020.

Headquartered in Aliso Viejo, California, Valeant Pharmaceuticals
International is a global specialty pharmaceutical company.
Valeant reported approximately $830 million of total revenues
during 2009.


WASHINGTON MUTUAL: Court OKs Direct Appeal for Examiner Denial
--------------------------------------------------------------
Bankruptcy Judge Mary Walrath certified for direct appeal to the
U.S. Courts of Appeals for the Third Circuit the appeal of the
Official Committee of Equity Security Holders from the Bankruptcy
Court's May 5, 2010 order denying the appointment of an examiner
in the Chapter 11 cases of Washington Mutual Inc. and WMI
Investment Corp.

In a filing dated June 2, 2010, the Equity Committee says it wants
the Appellate Court to determine:

  (1) If Judge Walrath erred in holding, pursuant to Section
      1104(c) of the Bankruptcy Code, that a bankruptcy court
      retains discretion to deny appointment of an examiner on a
      motion of an interested party where the unsecured debt
      threshold of Section 1104(c)(2) is met?

  (2) What is the amount of discretion granted to a bankruptcy
      court under Section 1104(c) with respect to the scope of
      an examiner's investigation?

  (3) Assuming the Bankruptcy Court did err in holding, pursuant
      to Section 1104(c), that a bankruptcy court retains
      discretion to deny appointment of an examiner on a motion
      by an interested party where the unsecured debt threshold
      of Section 1104(c)(2) is met, did Judge Walrath in denying
      appointment of an examiner in light of the facts and
      circumstances on record in these Chapter 11 cases?

The Debtors, for their part, asked the Appellate Court to
consider these issues:

  (1) Did the Bankruptcy Court properly hold, pursuant to
      Section 1104(c) of the Bankruptcy Code, that a Bankruptcy
      Court retains discretion to deny appointment of an
      examiner on a motion by an interested party even where the
      unsecured debt threshold of Section 1104(c)(2) is met?

  (2) Did the Bankruptcy Court properly hold, pursuant to
      Section 1104(c) of the Bankruptcy Code, that the
      Bankruptcy Court has discretion to (i) determine what
      appropriate investigation of the debtor should occur; and,
      (ii) if none, deny the appointment of an examiner?

  (3) Assuming the Bankruptcy Court properly held, pursuant to
      Section 1104(c) of the Bankruptcy Code, that a Bankruptcy
      Court retains discretion to deny appointment of an
      examiner on a motion by an interested party even where the
      unsecured debt threshold of Section 1104(c)(2) is met, did
      the Bankruptcy Court properly hold that appointment of an
      examiner was not warranted in the Debtors' cases because
      (i) the appointment would lead to a duplication of the
      effort of the multiple complex investigations that have
      already taken place; (ii) that appointment would be
      costly; and (iii) the party-in-interest requesting the
      appointment is capable of conducting the proposed
      investigation itself?

The Official Committee of Unsecured Creditors adopts the Debtors'
counterstatement of issues on Appeal.  Items were also designated
by the Creditors' Committee to be included in the record on
Appeal.

                    About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over September 25 by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

Peter Calamari, Esq., and David Elsberg, Esq., at Quinn Emanuel
Urquhart Oliver & Hedges, LLP, served as legal counsel to WMI with
responsibility for the litigation.  Brian Rosen, Esq., at Weil,
Gotshal & Manges LLP served as legal counsel to WMI with
responsibility for the Chapter 11 case.

Bankruptcy Creditors' Service Inc. publishes Washington Mutual
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Washington Mutual Inc. (http://bankrupt.com/newsstand/or
215/945-7000).


WASHINGTON MUTUAL: Creditors Committee Oppose Plea for Examiner
---------------------------------------------------------------
The Official Committee of Equity Security Holders for Washington
Mutual Inc. renewed its request for Judge Mary Walrath to direct
the appointment of an examiner under Section 1104 of the
Bankruptcy Code.

The Bankruptcy Court earlier denied the Equity Committee's
original examiner request, of which an appeal is pending before
the U.S. Courts of Appeals for the Third Circuit.  With its
Renewed Motion, the Equity Committee took a hint of Judge
Walrath's statement last June 3 that she was inclined to
reconsider an examiner appointment in light of the Equity
Committee's complaint that the Debtors have been reluctant to
share information of their investigation into the JPMorgan-WMB
Sale transaction.

William P. Bowden, Esq., at Ashby & Geddes, P.A., in Wilmington,
Delaware, elaborates, on behalf of the Equity Committee, said
appointment of an Examiner at this time will allow a full and
transparent accounting of the assets of the Debtors' estates -- an
accounting that will be vital in shaping the positions of all
parties to the Chapter 11 cases -- as well as an independent
review of Debtors' claimed basis for the proposed Global
Settlement Agreement and the Chapter 11 Plan of Reorganization --
for which appointment of an Examiner will also substantially
reduce the need for extended, contentious and time-consuming
discovery.

In response, the Creditors' Committee asserts that contrary to the
Equity Committee's contention, "the facts have not changed . . .
[and] the appointment of an examiner would not be appropriate."
The Creditors' Committee insists that the Equity Committee's
argument with respect to attorney work product is no longer
supported by fact as the Debtors and Creditors' Committee have
each come to an agreement with the Equity Committee on the scope
of discovery.  The Creditors' Committee also points out that the
argument that the Debtors' investigation was inadequate is the
exact same argument the Equity Committee made in support of its
Original Examiner Motion.

Roberta A. DeAngelis, Acting U.S. Trustee for Region 3, on the
other hand, agrees with the Equity Committee that there has been a
change in circumstances that warrants the Court's consideration of
the new request for an examiner.  Accordingly, for the same
reasons stated on the record at the June 3 hearing, Ms. DeAngelis
supports the Renewed Examiner Motion.

             Hearing for Renewed Motion Moved to July 8

The Court has adjourned to July 8, 2010, the hearing to consider
approval of the Official Committee of Equity Security Holders'
renewed request for Judge Walrath to direct the appointment of an
examiner under Section 1104 of the Bankruptcy Code, Bloomberg
News reported.

The Debtors' counsel, Brian S. Rosen, Esq., at Weil, Gotshal &
Manges LLP, in New York, sought the adjournment, as agreeable to
the Equity Committee.  Mr. Rosen noted that a related dispute
over the sharing of information vital to the proposed
investigation of the demise of Washington Mutual Bank in 2008
warrants an adjournment of the Court's decision.

The Court is expected to concurrently hear on July 8 arguments
with respect to the adequacy of the Disclosure Statement
accompanying WaMu's Joint Chapter 11 Plan of Reorganization, as
amended.

Judge Walrath previously denied the Equity Committee's original
examiner request.  The Court's original ruling, issued on May 5,
2010, held that it would be sufficient for WaMu and the Official
Committee of Unsecured Creditors to share results of their
investigations into the failure of Washington Mutual Bank and the
subsequent sale of the Bank to JPMorgan Chase based on a
transaction with the Federal Deposit Insurance Corporation, the
agency that oversaw WMB's Receivership.  An appeal of Judge
Walrath's denial of the Original Examiner Motion is pending
before the U.S. Courts of Appeals for the Third Circuit.

When the Equity Committee pointed out at a June 3, 2010 hearing
that the Debtors have been reluctant to share information of
their investigation, Judge Walrath hinted that she reconsidering
an examiner appointment.

The Renewed Examiner Motion, according to the Equity Committee,
is based on a different record: specifically, the facts that have
developed since entry of the May 5 Order.

                    About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over September 25 by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

Peter Calamari, Esq., and David Elsberg, Esq., at Quinn Emanuel
Urquhart Oliver & Hedges, LLP, served as legal counsel to WMI with
responsibility for the litigation.  Brian Rosen, Esq., at Weil,
Gotshal & Manges LLP served as legal counsel to WMI with
responsibility for the Chapter 11 case.

Bankruptcy Creditors' Service Inc. publishes Washington Mutual
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Washington Mutual Inc. (http://bankrupt.com/newsstand/or
215/945-7000).


WASHINGTON MUTUAL: Disclosure Statement Hearing Moved to July 8
---------------------------------------------------------------
Judge Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware has adjourned, for the second time, the
hearing to consider the adequacy of Washington Mutual Inc., and
WMI Investment Corp.'s Disclosure Statement explaining their
Fourth Amended Chapter 11 Plan of Reorganization.

The Disclosure Statement hearing is now slated for July 8, 2010.

At a June 17 hearing, WaMu and the Official Committee of Equity
Security Holders told Judge Walrath that they are currently "in
discussion on making changes" to the Plan, Bloomberg News
reported, citing WaMu counsel, Brian S. Rosen, Esq., at Weil,
Gotshal & Manges LLP, in New York.  If the discussions "bear
fruit," the Plan may be amended, Mr. Rosen added.

Notably, the Equity Committee also proposed to delay the Court's
ruling on the Disclosure Statement as it seeks a Court-sponsored
investigation on the heavily disputed failure of Washington
Mutual Bank in 2008.  The Equity Committee complains that WaMu,
JPMorgan Chase and the Federal Deposit Insurance Corporation have
disclosed "very little information" or minimal documents that
relate to WMB's demise as well as the Global Settlement Agreement
that serves as the focal point of the Chapter 11 Plan.

While disputes have arisen with respect to documents to be
disclosed for the proposed WMB investigation, the Debtors and the
Equity Committee have agreed to create a "data room" by June 30
and "make available all the documents necessary to evaluate the
settlement agreement," Bloomberg reported, citing a statement
from Peter E. Calamari, Esq., at Quinn, Emanuel, Urquhart, Oliver
& Hedges, LLP, in New York, at the June 17 hearing.

Counsel to the Equity Committee, Justin A. Nelson, Esq., at
Susman Godfrey L.L.P., in Seattle, Washington, indicated at the
hearing that the "there are serious and substantial issues that
still remain among the parties."  He noted that the Equity
Committee is "hopeful" about the results of the talks among the
parties, Bloomberg cites.

"This is not a take it or leave it offer.  We are prepared to
work with the objectors," Mr. Nelson averred, according to the
Bloomberg report.

Judge Walrath, however, have informed counsel to the parties-in-
interest that approval of the Disclosure Statement "is unlikely
at [the] July 8 hearing if they file a revised plan after July 1
and the changes are material to how creditors are treated under
the Plan," according to Bloomberg.

                    About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over September 25 by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

Peter Calamari, Esq., and David Elsberg, Esq., at Quinn Emanuel
Urquhart Oliver & Hedges, LLP, served as legal counsel to WMI with
responsibility for the litigation.  Brian Rosen, Esq., at Weil,
Gotshal & Manges LLP served as legal counsel to WMI with
responsibility for the Chapter 11 case.

Bankruptcy Creditors' Service Inc. publishes Washington Mutual
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Washington Mutual Inc. (http://bankrupt.com/newsstand/or
215/945-7000).


WASHINGTON MUTUAL: Plan Adjusts Tax Refunds for WaMU & FDIC
-----------------------------------------------------------
Washington Mutual, Inc., and WMI Investment Corp. delivered to
Judge Mary F. Walrath a Fourth Amended Chapter 11 Plan of
Reorganization and Disclosure Statement dated June 14, 2010.

WaMu President and Chief Executive Officer William C. Kosturos
relates that the modifications under the Fourth Amended Plan
center on the global settlement of claims reached among WaMu;
JPMorgan Chase Bank, National Association, as the acquirer of
Washington Mutual Bank; and the Federal Deposit Insurance
Corporation, as receiver of WMB.

             Focal Terms Under Fourth Amended Plan

The Global Settlement Agreement contained in the Fourth Amended
Plan essentially adjusts the allocation of tax refunds to be
shared by WaMu and the FDIC.  The Tax Refund split provides 65%
for WaMu and 35% for the FDIC.  WaMu was originally to keep 68.5%
of the Refunds, The Associated Press specified.

With respect to the settlement of obligations among the parties,
the Global Settlement Agreement under the Fourth Amended Plan
provides that:

  (1) JPMorgan will assume all obligations of Washington Mutual
      Bank or its subsidiaries pursuant to certain intercompany
      notes, resulting in a net amount of approximately
      $180 million of principal and interest which will be paid by
      JPMorgan to WaMu; and

  (2) JPMorgan, the FDIC-Receiver and WaMu will waive all
      remaining intercompany claims, resulting in a net amount
      of approximately $9 million of WaMu receivables that WaMu
      has agreed to waive.

In addition, pursuant to the Global Settlement Agreement, each of
JPMorgan and the FDIC-Receiver will waive their claims against
WaMu, which total approximately $274 million, regarding certain
disputed liabilities related to the funding of a defined benefit
plan sponsored by WaMu.

Certain bondholders of WMB seek payment of alleged outstanding
amounts due on certain notes issued by WMB.  The Bank Bondholder
Claims, as asserted, aggregate approximately $5.9 billion.  The
Fourth Amended Plan provides for a distribution -- contingent on
the occurrence of certain conditions -- to certain WMB
bondholders who timely filed proofs of claim against the Debtors
and their Chapter 11 estates, in the amount of 5.357% of the
Homeownership Carryback Refund Amount, as defined under the
Global Settlement Agreement/with a cap of $150 million, on
account of and in complete and full satisfaction of, their
purported claims against WaMu, and to the extent that the Bank
Bondholders vote to accept the Plan.  Only those Bank Bondholders
that were signatories of Claims as of the Bar Date are included
within the Plan's definition of Bank Bondholder Claims.

The Debtors note in their Fourth Amended Plan that they have
agreed to give access to a document depository and to provide
witnesses for deposition to certain parties that intend to object
to confirmation of the Plan, including, among others, the
Official Committee of Equity Security Holders; a consortium of
holders of REIT Series or the TPS Consortium; and certain holders
of Bank Bondholder Claims.  In addition to documents produced
pursuant to inquiries under Rule 2004 of the Federal Rules of
Bankruptcy Procedure, the document depository will contain
certain additional documents related to the Global Settlement
Agreement and the Fourth Amended Plan, enumerated in a
stipulation to be agreed to among the parties.

The Debtors estimate that certain of their claims and the claims
asserted against them in the adversary proceeding commenced by
JPMorgan against them -- styled JPMorgan Chase Bank, N.A. v.
Washington Mutual, Inc., et al., Adversary Pro. No. 09-50551(MFW)
-- could take at least one year, and as long as four years, to
fully litigate, depending on the circumstances and whether the
parties to the litigation pursue any appeals.  The Adversary
Proceeding litigates a declaratory judgment sought by JPMorgan
with respect to the ownership of certain disputed assets.

The Disclosure Statement to the Fourth Amended Plan notes that
the Ontario Teachers' Pension Plan Board, as lead plaintiff in
the consolidated securities class action entitled In re
Washington Mutual Securities Litigation, Case No. C08-387 (W.D.
Wa.), objects to the classification of their claims against the
Debtors' estates as Subordinated Claims in Class 18.

The subordination rights with respect to the Senior Notes, Senior
Subordinated Notes, CCB Guarantees, PIERS Common Securities and
PIERS Preferred Securities, as defined under the Plan, will be
controlled and governed by the Indentures and Guarantee
Agreements providing for and relating to those subordination
rights.  Nothing in the Plan or any annex, attachment, schedule
or exhibit to the Plan, will amend, modify or impair those rights
or any remedies in any manner or fashion.

Full-text clean copies as well as blacklined versions of the WaMu
Fourth Amended Plan and Disclosure Statement are available for
free at:

  http://bankrupt.com/misc/WaMu_4thAmendedPlan.pdf
  http://bankrupt.com/misc/WaMu_Blacklined4thAmendedPlan.pdf
  http://bankrupt.com/misc/WaMu_4thAmendedDS.pdf
  http://bankrupt.com/misc/WaMu_Blacklined4thAmendedDS.pdf

                    About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over September 25 by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

Peter Calamari, Esq., and David Elsberg, Esq., at Quinn Emanuel
Urquhart Oliver & Hedges, LLP, served as legal counsel to WMI with
responsibility for the litigation.  Brian Rosen, Esq., at Weil,
Gotshal & Manges LLP served as legal counsel to WMI with
responsibility for the Chapter 11 case.

Bankruptcy Creditors' Service Inc. publishes Washington Mutual
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Washington Mutual Inc. (http://bankrupt.com/newsstand/or
215/945-7000).


WASHINGTON MUTUAL: Shareholders Meet Dispute Returns to Del. Court
------------------------------------------------------------------
The adversary action commenced by the Official Committee of
Equity Security Holders seeking to compel Washington Mutual, Inc.,
to hold a shareholder meeting has been moved back to the
jurisdiction of the Delaware Bankruptcy Court for Judge Walrath
to make a ruling on.

At the behest of WaMu, Judge Paul Snyder of the U.S. Bankruptcy
Court for the Western District of Washington in Tacoma directed
on June 17, 2010, to move the Adversary Complaint to the Delaware
Bankruptcy Court "because it's related to the bankruptcy case
there."  Judge Snyder did not rule on the Equity Committee's
request for the state court in Washington to preside over the
Adversary Complaint, Bloomberg News reported.

Judge Walrath ruled in April 2010 that the Equity Committee may
to take necessary action to compel WaMu to hold a shareholders'
meeting and allow WaMu shareholders to vote on a new slate of
directors.  She held that "the automatic stay imposed by
operation of Section 362 of the Bankruptcy Code is inapplicable
to an action by any one or more shareholders of [WaMu],
including, without limitation, members of the Equity Committee,
in the state courts of the State of Washington seeking to compel
WaMu to hold an annual shareholders meeting."

The Equity Committee wanted to participate in the proposed
shareholder meeting to nominate and elect a new board of
directors, which retains the Equity Committee's option to ask
Judge Walrath to send the Complaint back to Thurston County
Superior Court, Bloomberg News noted.

                         June 17 Hearing

Judge Snyder was expected to enter a ruling June 17, 2010,
regarding the Official Committee of Equity Security Holders'
request to compel Washington Mutual Inc. to hold an annual
shareholder meeting, Peg Brickley of Dow Jones Newswires reports.

Judge Snyder's decision at the June 17 hearing will come in light
of a Disclosure Statement hearing to be concurrently heard before
Judge Walrath of the Delaware Bankruptcy Court.

As previously reported, the Equity Committee filed an adversary
proceeding against WaMu, asking Judge Walrath to compel the
Company to hold an annual shareholder meeting.  Judge Walrath
ruled that the Debtors' shareholders may proceed in state court
in Washington State with an action to compel a shareholder
meeting.

The Debtors called the Equity Committee's shareholder meeting
request as a "desperate, self-interested, and reckless attempt to
scuttle" their Joint Chapter 11 Plan of Reorganization, as
amended, and wrest control of their bankruptcy proceedings.  The
Equity Committee denied thee allegations.

WaMu argues that the Washington Case should be dismissed, stayed,
or joined with the existing Adversary Proceeding, or put before a
federal judge in Delaware.  In response, the Equity Committee
counters that the matter involves corporate governance issues
that belong in state court, where the case started.  The Equity
Committee is willing to see the litigation go back to Judge
Walrath because she has already said the shareholder case is
suitable for hearing in Washington State, the report adds.

                    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).


WELLINGTON PRESERVE: U.S. Trustee Unable to Form Creditors Panel
----------------------------------------------------------------
The Office of the U.S. Trustee for Region 21 notified the U.S.
Bankruptcy Court for the Southern District of Florida that until
further notice, it will not appoint a committee of creditors in
the Chapter 11 case of Wellington Preserve Corporation.

Miami, Florida-based Wellington Preserve Corporation filed for
Chapter 11 on April 27, 2010 (Bankr. S.D. Fla. Case No. 10-21225.)
Ronald G Neiwirth, Esq., assists the Debtor in its restructuring
effort.  In its petition, the Debtor listed assets and debts both
ranging from $50,000,001 to $100,000,000.


WM WRIGLEY: Moody's Assigns 'Ba2' Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service assigned a Ba2 Corporate Family Rating
and a Ba2 Probability of Default Rating to the Wm Wrigley Jr.
Company.  Moody's also assigned a Baa2 rating to approximately
$2.5 billion of new secured debt being arranged and issued by
Wrigley, including $700 million in senior secured bank credit
facilities and $1.8 billion in senior secured notes to be issued
under Rule 144A of the Securities Act of 1934.  The outlook is
positive.

The proposed senior secured bank facilities consist of a four-year
undrawn $200 million multicurrency revolving credit line, and a
four-year $500 million equivalent Euro-denominated term loan.  In
addition, the company plans to issue a total of $1.8 billion in
144A notes in four tranches consisting of one-, two-, three-, and
four-year tenors.  The proceeds from the new secured debt will be
used to retire the company's existing senior secured bank
facilities, including a $992 million term loan due 2012; an
undrawn $250 million revolving credit facility due 2013; a
$500 million term loan due 2013; and an $843 million term loan due
2014.  The existing debt is not publicly rated by Moody's.

Ratings assigned:

Wm Wrigley Jr. Company:

  -- Corporate Family Rating at Ba2;

  -- Probability of Default Rating at Ba2;

  -- $700 million of senior secured bank facilities due 2014 at
     Baa2 (LGD-2, 10%);

  -- $1.8 billion of senior secured notes due 2011-2014 at Baa2
     (LGD-2, 10%).

Wrigley's Ba2 Corporate Family Rating reflects its high financial
leverage that resulted from the leveraged buyout of the company in
2008 by Mars, Inc.  Wrigley has since made steady progress in
reducing debt levels, but credit metrics remain weak for a Ba2-
rated company.  Wrigley's weak credit metrics are supported by
strong qualitative factors-including a well-known branded
confectionary portfolio, high profit margins, and global reach --
that provide a relatively high tolerance for financial leverage.

Moody's ratings also take into consideration the stronger credit
profile of parent company, Mars, as compared to Wrigley.  However,
given that there are no formal support agreements or parent
guarantees in place, the relationship does not provide enough lift
to notch Wrigley's ratings higher.

"Moody's believes, however, that Mars is highly motivated to
protect its significant investment in the company, which
materially enhances Wrigley's liquidity profile," said Brian
Weddington, a Moody's senior credit officer.

The positive outlook assumes that Wrigley will continue to
generate sufficient annual free cash flow -- about 3%-5% of debt,
by Moody's estimates -- to gradually delever the balance sheet.

"An upgrade would likely require debt to EBITDA to be below 4.5
times, which Moody's believe Wrigley could achieve by the end of
fiscal 2011," said Weddington.  Debt to EBITDA currently
approximates 5.5 times.  "A shift in global economic conditions
could accelerate or prolong this improvement," added Weddington.

The assigned Baa2 ratings on the senior secured debt instruments
are three notches higher than the Corporate Family Rating,
reflecting their all-assets secured position.  There is currently
$6.6 billion of unsecured funded debt (or 70% of total funded
debt) that is ranked below the senior secured debt.

The last rating action for Wrigley occurred on October 21, 2008,
when Moody's withdrew all of Wrigley's public debt ratings after
the company terminated its securities registrations with the
Securities and Exchange Commission in connection with the
completion earlier that month of its $23 billion leveraged merger
with Mars.

Wm. Wrigley Jr. Company, a Chicago, Illinois-based, wholly-owned
subsidiary of Mars, Inc., is a leading global confectionery
products company and the largest manufacturer of chewing gum in
the world.  Wrigley's products are sold in over 180 countries.
Key brands include: Doublemint, 5, Orbit, Extra, Starburst,
Skittles, Eclipse, Altoids and Life Savers.  Net revenues in
fiscal 2009 totaled $6 billion.

Mars, Incorporated, headquartered in McLean, Virginia, is a
family-owned leading producer of confectionery, food, and pet care
products.  Mars operates in over 66 countries.  Key brands include
Dove, M&M's, and Snickers confectionery products, Uncle Ben's
rice, and Pedigree and Whiskas pet care products.  The company's
global sales are approximately $22 billion.


YURI PLYAM: Case Summary & 10 Largest Unsecured Creditors
---------------------------------------------------------
Joint Debtors: Yuri Plyam
                 aka Yura Plyam
               Natalia Plyam
                 aka Natasha Plyam
               607 Roxbury Drive
               Beverly Hills, CA 90210

Bankruptcy Case No.: 10-34923

Chapter 11 Petition Date: June 18, 2010

Court: U.S. Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Vincent P. Zurzolo

Debtor's Counsel: Michael Jay Berger, Esq.
                  9454 Wilshire Boulevard, 6th Floor
                  Beverly Hills, CA 90212-2929
                  Tel: (310) 271-6223
                  Fax: (310) 271-9805
                  E-mail: michael.berger@bankruptcypower.com

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

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

The petition was signed by the Joint Debtors.

Debtor's List of 10 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Precision Development;             Potential claim     $20,000,000
Castle Asset                       from law suit
c/o Latham & Watkins, LLP
355 S. Grand Avenue, Suite 100
Los Angeles, CA 90071

David Frankel, CPA                 Accountant fees        $150,000
9107 Wilshire Boulevard
Beverly Hills, CA 90210

McCormick Construction             Construction            $40,000
2507 West Empire Avenue
Burbank, CA 91504

Pillemer & Pillemer                Attorney fees           $17,000

Chase                              Credit Card             $10,396

US Bank                            Credit Card             $10,000

American Express                   Credit Card              $6,000

Barclays Bank Delaware             Credit Card              $3,311

Chase                              Credit Card              $2,500

American Express                   Credit Card              $1,000


ZALE CORP: S.D. Citibank to End Merchant Services Agreement
-----------------------------------------------------------
Zale Corporation said that Citibank (South Dakota), N.A., had
provided notice that it would terminate the Merchant Services
Agreement dated as of July 10, 2000, between Citibank and two of
the Company's wholly-owned subsidiaries, unless on or before
April 1, 2010, the Company paid Citibank for a shortfall to the
minimum volume of credit sales as set forth in the Agreement.

Citibank and the Company subsequently agreed to extend to June 15,
2010, the April 1, 2010 payment deadline.  On June 15, 2010, the
Company paid Citibank $5,363,999 as compensation for that Minimum
Volume Shortfall.  In addition, effective June 16, 2010, the
agreement between Citibank and the Company to negotiate a
replacement for the Agreement on an exclusive basis expired.
However, the Company and Citibank are continuing negotiations on a
non-exclusive basis.

On June 16, 2010, Citibank notified the Company that it would
terminate the Agreement in 180 days, unless the Company pays
Citibank approximately $1,125,000 on or before July 16, 2010 for a
subsequent Minimum Volume Shortfall as set forth in the Agreement.
If the Company makes this payment, the Agreement will remain in
effect until its original March 2011 expiration date, subject to
the provision that would entitle the parties to terminate it prior
to that time.

                         About Zale Corp.

Dallas, Texas-based Zale Corporation (NYSE: ZLC) --
http://www.zalecorp.com/-- is a specialty retailer of diamonds
and other jewelry products in North America, operating roughly
1,900 retail locations throughout the United States, Canada and
Puerto Rico, as well as online.  Zale Corporation's brands include
Zales Jewelers, Zales Outlet, Gordon's Jewelers, Peoples
Jewellers, Mappins Jewellers and Piercing Pagoda.  Zale also
operates online at www.zales.com, www.zalesoutlet.com and
www.gordonsjewelers.com

As reported by the Troubled Company Reporter on February 10, 2010,
The Deal.com's Sara Behunek reported that analysts said bankruptcy
looms for Zale if it fails to restructure its debt and put in
place a solid merchandising strategy.


* Geithner Says Banks Have Repaid 75% of TARP Loans
---------------------------------------------------
The Associated Press reports that U.S. Treasury secretary, Timothy
F. Geithner, told the Congressional Oversight Panel on Tuesday:

     -- taxpayers were recovering their investment from the
        financial bailouts as the program was wound down;

     -- banks had repaid about 75% of the bailout money they
        received, and the government's investments in those banks
        had brought taxpayers $21 billion;

     -- the auto industry had made significant structural changes,
        and that the chances that General Motors and Chrysler
        would repay their bailout money had improved; and

     -- there would probably be a loss from the rescue of American
        International Group.

The oversight panel was created by Congress to oversee the
Treasury Department's $700 billion financial bailout program,
created at the height of the financial crisis in the fall of 2008.
The panel has been critical of the program, known as the Troubled
Asset Relief Program.  The program is set to expire October 3.

TARP "has helped restore financial stability at a much lower cost
than anticipated," Mr. Geithner said in his testimony.

According to the AP, Mr. Geithner said AIG was making progress in
restructuring its operations and divesting businesses so that
taxpayers could recoup their investment.  However, he added, the
government's investment "will likely still result in some loss."

The AP notes that the Congressional Budget Office has estimated
that taxpayers will lose $36 billion.  Much of the money needed to
repay the government will come from the sale of assets.


* U.S. High Yield Defaults Plunge in 2010, Says Fitch
-----------------------------------------------------
Fitch Ratings -- in a new report released one year following the
worst recession in decades -- said the pace of U.S. high yield
defaults has slowed dramatically in 2010, to a full year rate of
roughly 1%, a level below even the most optimistic market
forecasts.  In the first five months of 2010, only nine issuers
defaulted, affecting a combined $1.7 billion in bonds. In 2009,
151 issuers defaulted on a record $118.6 billion in bonds,
producing a 13.7% default rate.  The drop in defaults has been so
steep that on a trailing 12-month basis the default rate is
already down to 5.9%, but this level is overwhelmingly a product
of 2009 defaults.  There have been both fewer and smaller defaults
this year.

Fitch finds that fundamental and rating trends support the
contraction in defaults, but the extent to which defaults have
fallen is also a product of other dynamics.  These include the
timing of the recession's impact on corporate credit quality; the
strong demand for yield product in a low interest rate environment
which has greatly benefited speculative grade borrowers seeking to
refinance debt; and the deliberate and quick action on the part of
U.S. companies to cut costs and boost liquidity in response to the
downturn and deep fears of a prolonged period of sluggish growth.

Financial data for a sample group of 191 high yield companies with
$325 billion in debt shows that revenue and especially EBITDA
turned positive this year while cash balances remain plentiful,
mostly as a result of deep cuts to capital expenditures and other
operating costs.  In addition, Fitch finds that the pace of
downgrades for U.S. companies has slowed to pre-crisis levels, and
recent data shows upgrades gaining on downgrades for the first
time since early 2007 with most of the upgrades concentrated at
the speculative grade level.

Despite what is turning out to be a benign year for defaults,
Fitch notes that there are still plenty of concerns and many with
common threads, notably: the problem of high system-wide leverage;
the extent to which some problems may have been deferred; the
vulnerability to unforeseen shocks, including a large corporate or
sovereign default; and uncertainty surrounding 2011 economic
growth in the face of diminishing government support and possibly
still high unemployment.

'The drop in defaults this year is impressive but also needs to be
put in context of the $171.3 billion in bond defaults in 2008-09,'
said Mariarosa Verde, Managing Director of Fitch Credit Market
Research.  'The recession claimed many of the weakest companies.
The resilient group that made it through now needs meaningful and
sustainable multi-year growth, not simply cost containment, to
fully restore credit quality.  On that front, there are still
hurdles ahead.' Fitch finds that there have been significantly
fewer defaults in 2010 and strong recovery rates with the latter
taking further sting out of the defaults.

'The weighted average recovery rate on defaults so far in 2010 is
59% of par, far better than the average recovery rate of 21.8%
recorded in the first half of 2009,' said Eric Rosenthal, Senior
Director of Fitch Credit Market Research.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

July 7-10, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Ocean Edge Resort, Brewster, Massachusetts
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Conference
        The Ritz-Carlton Amelia Island, Amelia, Fla.
           Contact: http://www.abiworld.org/

Aug. 3, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Atlanta Consumer Bankruptcy Skills Training
        Georgia State Bar Building, Atlanta, Ga.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 5-7, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 11-14, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Hawai.i Bankruptcy Workshop
        The Fairmont Orchid, Big Island, Hawaii
           Contact: 1-703-739-0800; http://www.abiworld.org/

Sept. 14, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     ABI/NYIC Golf and Tennis Fundraiser
        Maplewood Golf Club, Maplewood, N.J.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Sept. 20, 2010 (tentative)
  AMERICAN BANKRUPTCY INSTITUTE
     Complex Financial Restructuring Program
        Fordham Law School, New York, N.Y.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Sept. 23-25, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Southwest Bankruptcy Conference
        Four Seasons Las Vegas, Las Vegas, Nev.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 1, 2010 (tentative)
  AMERICAN BANKRUPTCY INSTITUTE
     ABI/UMKC Midwestern Bankruptcy Institute
        Kansas City Marriott Downtown, Kansas City, Kan.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 6-8, 2010
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        JW Marriott Grande Lakes, Orlando, Florida
           Contact: http://www.turnaround.org/

Oct. 11, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Chicago Consumer Bankruptcy Conference
        Standard Club, Chicago, Ill.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 15, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     NCBJ/ABI Educational Program
        Hilton New Orleans Riverside, New Orleans, La.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 29, 2010 (tentative)
  AMERICAN BANKRUPTCY INSTITUTE
     International Insolvency Symposium
        The Savoy, London, England
           Contact: 1-703-739-0800; http://www.abiworld.org/

Nov. __, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Delaware Views from the Bench and Bankruptcy Bar
        Hotel du Pont, Wilmington, Del.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Nov. 11, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Detroit Consumer Bankruptcy Conference
        Hyatt Regency Dearborn, Dearborn, Mich.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Nov. 29, 2010
  RENAISSANCE AMERICAN MANAGEMENT, INC. & BEARD GROUP, INC.
     17th Annual Distressed Investing Conference
        The Helmsley Park Lane Hotel, New York City
           Contact: 1-903-595-3800;
                    http://www.renaissanceamerican.com/

Dec. 9-11, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Winter Leadership Conference
        Camelback Inn, a JW Marriott Resort & Spa,
        Scottsdale, Ariz.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Dec. 2-4, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     22nd Annual Winter Leadership Conference
        Camelback Inn, Scottsdale, Arizona
           Contact: 1-703-739-0800; http://www.abiworld.org/

Jan. 20-21, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Rocky Mountain Bankruptcy Conference
        Westin Tabor Center, Denver, Colo.
           Contact: 1-703-739-0800; http://www.abiworld.org/

January 26-28, 2011
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Distressed Investing Conference
        Aria Las Vegas
           Contact: http://www.turnaround.org/

Mar. 31-Apr. 3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 9-12, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa, Traverse City, Mich.
              Contact: http://www.abiworld.org/

July 21-24, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Hyatt Regency Newport, Newport, R.I.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 4-6, 2011  (tentative)
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hotel Hershey, Hershey, Pa.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 14, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     NCBJ/ABI Educational Program
        Tampa Convention Center, Tampa, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 25-27, 2011
  TURNAROUND MANAGEMENT ASSOCIATION
     Hilton San Diego Bayfront, San Diego, CA
        Contact: http://www.turnaround.org/

Dec. 1-3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     23rd Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, Calif.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 19-22, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Workshop
        The Ritz-Carlton Amelia Island, Amelia Island, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 2-4, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Nov. 29 - Dec. 2, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Winter Leadership Conference
        JW Marriott Starr Pass Resort & Spa, Tucson, Ariz.
           Contact: 1-703-739-0800; http://www.abiworld.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.

Last Updated: June 15, 2010



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard
C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez,
Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2010.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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