TCR_Public/100624.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, June 24, 2010, Vol. 14, No. 173

                            Headlines

7536321 CANADA: S&P Expects to Put 'B+' Corporate Credit Rating
7601 BUSINESS: Case Summary & 3 Largest Unsecured Creditors
ABITIBIBOWATER INC: Auction Today on $500 Million Financing
AGA MEDICAL: Moody's Comments on 'B3' Corporate Family Rating
AGRIPROCESSORS INC: Ex-CEO Gets 27-Year Jail Time

AJILI MOJILI: Case Summary & 20 Largest Unsecured Creditors
ALLIS-CHALMERS ENERGY: Stockholders Elect All 9 Directors
ALMATIS B.V.: Court Allows Junior Lenders to See Plan Documents
ALMATIS B.V.: Files Summary of Reorganization Plan
ALMATIS B.V.: GS European, et al., Want Late Ballots Allowed

ALMATIS B.V.: Schedules Deadline Extended Until July 13
AMERICAN HOUSING: Court Names Focus as Ch 11 Trustee's Advisor
AMERICAN INT'L: Revises Compensation Structure for Top Execs
AMERICAN WEST HOMES: Case Summary & 20 Largest Unsecured Creditors
ANGELO REYES: Case Summary & Largest Unsecured Creditor

ANIXTER INTERNATIONAL: S&P Cuts Corporate Credit Rating to 'BB'
AUTOBACS STRAUSS: New Plan Sets July 13 Disclosure Date
AVISTAR COMMUNICATIONS: Reports Results of Exchange Offer
BANKRATE INC: S&P Assigns 'B' Rating on $280 Mil. Senior Notes
BOSQUE POWER: U.S. Trustee Objects to Proskauer's Legal Fee Bid

CALIFORNIA COASTAL: Has $182-Mil. Loan to Take Out Lenders
CATHOLIC CHURCH: Victim Wants Diocese, Lawyers Held in Contempt
CCS CORPORATION: Moody's Affirms 'B3' Corporate Family Rating
CANWEST GLOBAL: Canada Court OKs Agreements With Shaw
CANWEST GLOBAL: Canada Court OKs July 19 Meetings with Creditors

CENTRAL DELAWARE: Voluntary Chapter 11 Case Summary
CHELSEA HEIGHTS: Case Summary & 17 Largest Unsecured Creditors
CHEMTURA CORP: Creditors Panel Has Reed Smith as Insurance Counsel
CHEMTURA CORP: Equity Committee Wins OK for Skadden as Counsel
CHEMTURA CORP: Jones Day Represents Holders of 68% of Funded Debt

COLONIAL BANCGROUP: Has Paid Professionals $3.05 Million
CONGOLEUM CORPORATION: Court Dismisses Asbestos Claimants Appeal
CORELOGIC INC: Moody's Downgrades Senior Debt Rating to 'B1'
CORRADI ARMS: U.S. Trustee Forms 4-Member Creditors Panel
CROSSROADS FORD: Case Summary & 20 Largest Unsecured Creditors

CRUCIBLE MATERIALS: Plan Confirmation Off Until August 9
CYNERGY DATA: Plan Exclusivity Extended Until July 30
DANIEL KIM: Voluntary Chapter 11 Case Summary
DAVID KESTEL: Case Summary & 20 Largest Unsecured Creditors
DAVID MALTIN: Case Summary & 9 Largest Unsecured Creditors

DB CAPITAL: Federal Judge Dismisses Chapter 11 Bankruptcy Case
DEAN BRATT: Voluntary Chapter 11 Case Summary
DICON TECHNOLOGIES: Involuntary Chapter 11 Case Summary
DORCICH S.U.: Case Summary & 10 Largest Unsecured Creditors
DUNE ENERGY: Shareholders Elect All 7 Board Members

ELECTRICAL COMPONENTS: Reorganization Plan Wins Court Approval
ENNIS COMMERCIAL: Gets Court's Nod to Use Cash Collateral
ENVIROSOLUTIONS: Seeks to Tap Duff & Phelps as Valuation Providers
EQUITY MEDIA: Wins Court Nod to Convert Case to Chapter 7
ERICKSON RETIREMENT: Enters Into Indemnity Pact With F&D

ERICKSON RETIREMENT: Stipulation Modifying Injunction Approved
ERICKSON RETIREMENT: Trustee Asks for Time for Claims Objections
EXOPACK HOLDING: Moody's Affirms 'B2' Corporate Family Rating
EXOPACK HOLDING: S&P Raises Corporate Credit Rating to 'B'
FFU2 LLC: Case Summary & 16 Largest Unsecured Creditors

FITNESS HOLDINGS: Case Converted to Chapter 7 Liquidation
GARLOCK SEALING: EnPro Has Preliminary Injunction on Suits
GENERAL GROWTH: Seeks Approval of Safeco Surety Facility
GENERAL GROWTH: Simon No Longer Keen on Submitting Bid for Assets
GENERAL MOTORS: In Talks for Auto Loan Financing

GENERAL MOTORS: To File IPO Documents as Early as Next Week
GMAC INC: Apollo, Other Firms Check ResCap Books for Possible Bids
GREAT NEIGHBORHOODS: Files for Chapter 11 as Projects Stalled
GREENSHIFT CORP: Inks Deals With YA Global to Reduce Debts
GTC BIOTHERAPEUTICS: Cuts Workforce by 50 as Part of Restructuring

GUARANTY FINANCIAL: In Talks with FDIC and WTC on Plan
HARBORWALK LP: Filing of Reorganization Plan Now Until July 23
HARRAH'S ENTERTAINMENT: Court Okays Purchase of Thistledown
HELLER EHRMAN: Unsecureds May Now Recover Up to 68% of Claims
HOME INTERIORS: Ch. 11 Trustee's Liquidation Plan Wins Court OK

ITRON INC: S&P Gives Positive Outlook; Affirms 'B+' Corp. Rating
JEFFREY BOYD: Case Summary & 20 Largest Unsecured Creditors
JOHN SCHILLO: Case Summary & 9 Largest Unsecured Creditors
JOHN TELFER: Case Summary & 20 Largest Unsecured Creditors
JOSE CANALES: Case Summary & 4 Largest Unsecured Creditors

KENNETH MARWICK: Case Summary & 20 Largest Unsecured Creditors
KSJ I CORP: Case Summary & 20 Largest Unsecured Creditors
LANDRY'S RESTAURANTS: S&P Keeps CreditWatch Negative on 'B' Rating
LEHMAN BROTHERS: Barclays CEO Admits He Sought Buffer in Deal
LEHMAN BROTHERS: Has OK to Invest $262MM in Rosslyn, Virginia

LIBERTY MEDIA: Fitch Affirms Issuer Default Rating at 'BB-'
LIFETIME INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors
LINCOLNSHIRE CAMPUS: Plans 11 U.S.C. Sec. 363 Sale for Assets
M & Z VALLEY: Creditors Have Until Aug. 6 to File Proofs of Claim
MAGIC BRANDS: Gets Court Ok of Sale of Assets to Luby's, Inc.

MAGNA ENTERTAINMENT: Court Okays Thistledown Sale to Harrah's
MAMMOTH CORONA: Plan Outline Hearing Continued Until July 28
MAMMOTH SAN JUAN: Plan Outline Hearing Continued Until July 14
MAYWOOD, CALIF: Lays Off All Employees, But Won't Seek Bankruptcy
MGR AND SONS: Case Summary & 4 Largest Unsecured Creditors

MIDWAY GAMES: Settles Suit Over Sacked Employee's Unpaid Wages
MILLENNIUM TRANSIT: Discloses Largest Unsecured Creditors
MILLAR WESTERN: S&P Retains 'B-' Rating with Stable Outlook
MORGAN FAMILY: Case Summary & 2 Largest Unsecured Creditors
NAMESAFE INC: Files for Bankruptcy With $1.61-Mil. in Debts

NEW 4211: Case Summary & 9 Largest Unsecured Creditors
NORD RESOURCES: Shareholders Elect Four as Directors
NORTEL NETWORKS: Aims to End U.S. Retiree Benefit Payments
OCWEN FINANCIAL: Moody 's Assigns 'B1' Corporate Family Rating
OFFICE DEPOT: Moody's Affirms Corporate Family Rating at 'B2'

PATRIOT HOMES: Liquidated Assets Cue Dismissal of Ch. 11 Case
PENN TRAFFIC: PBGC Assumes Responsibility of Pension Plan
PHIBRO ANIMAL: S&P Gives Stable Outlook; Affirms 'B' Rating
PHILADELPHIA NEWSPAPERS: To Change Name; Unveils $39MM Exit Loan
PHOENIX OF FAIRFIELD: Case Summary & Creditors List

PHOENIX WORLDWIDE: Can Continue Using Cash Collateral
PHOENIX WORLDWIDE: Court Moves Solicitation Deadline to August 31
PHONEWORKS INC: Voluntary Chapter 11 Case Summary
POINT BLANK: Flatiron Loan to Finance Premiums Payment OK'd
POINT BLANK: Creditors Have Until Aug. 13 to File Proofs of Claim

POWER DEVELOPMENT: Section 341(a) Meeting Scheduled for July 14
POWER DEVELOPMENT: Taps D. Rodney Kight as Bankruptcy Counsel
PREFERRED VOICE: March 31 Balance Sheet Upside Down by $153,000
PRIMFORCE REAL ESTATE: Faces Class Suit; Owners Declare Bankruptcy
PRIUM TUMWATER: Case Summary & 15 Largest Unsecured Creditors

PUMP 24: Case Summary & 20 Largest Unsecured Creditors
QWEST COMMUNICATIONS: Files 11-K Report for Investment Plan
QWEST COMMUNICATIONS: Unveils Remaining Tier 1 Heads for NewCo
RARE EARTH: Case Summary & 20 Largest Unsecured Creditors
REMEDIATION FIN'L: Plan Outline Hearing Continued Until July 14

RIDGEVIEW HEIGHTS: Reorganization Case Dismissed
RQB RESORT: Can Access Goldman Sachs's Cash Until August 27
RQB RESORT: Goldman Can't Foreclose on Sawgrass Marriott
RUMJUNGLE - LAS VEGAS: Wants 120-Day Extension of Filing of Plan
SCHUCK-BAYMEADOWS: U.S. Trustee Unable to Form Creditors Committee

SEA LAUNCH: Plan Up for July 27 Confirmation Hearing
SIX FLAGS: Cuts Jobs & 3 Execs; To Move CEO to Dallas Headquarters
SMART ONLINE: Settles Securities Class Action Suit
SMURFIT-STONE: S&P Puts 'BB+' Rating on $1.2 Bil. Notes
SOUTH BAY PROPERTIES: Case Summary & 20 Largest Unsec. Creditors

SOUTHERN CALIFORNIA: 9th Cir. Upholds Award to Involuntary Debtors
SOUTHWEST STONE: Case Summary & 20 Largest Unsecured Creditors
STARPOINTE ADERRA: Can Sell Condominiums to Third Party Buyers
STATION CASINOS: Creditors Fail to Stop Auction
STEVEN NOYES: Case Summary & 20 Largest Unsecured Creditors

TAYLOR BEAN: Regulators Says Seaside Must Slash Stake on Loan
TEXAS RANGERS: Disclosure Statement Approved
TEXAS RANGERS: Judge Names Snyder as Chief Restructuring Officer
TISHMAN SPEYER: Judge Approves Foreclosure Sale of Stuy Town
TPF II: S&P Downgrades Rating on $205 Mil. Facilities to 'B+'

TRACY CANTREL: Files for Chapter 7 Bankruptcy Protection
TRIBUNE CO: Removal Period Extended Until October 29
TRIBUNE CO: Wells Fargo, U.S. Trustee Oppose Incentive Plan
TRIBUNE CO: Wins OK for Ernst & Young as Valuator
TRICO MARINE: Solicits Consents from Senior Secured Noteholders

UNITED RENTALS: S&P Affirms Corporate Credit Rating at 'B'
VALENCE TECH: Panel Approves Salary & Target Bonus to CEO Kanode
WASHINGTON MUTUAL: Gets D&O Coverage for Recent Litigated Matters
WASHINGTON MUTUAL: Objects to $8 Million Illinois Tax Claims
WASHINGTON MUTUAL: TPS Consortium Wants JPM to Produce Docs.

WEST ORANGE: Case Summary & 7 Largest Unsecured Creditors
WILLBROS GROUP: Awarded Boreal Pipeline Construction
WILLBROS U.S.: Moody's Cuts Rating on $475 Mil. Loan to 'B2'
WORTH CLEANERS: Case Summary & 20 Largest Unsecured Creditors
ZICRON CORPORATION: Case Summary & 19 Largest Unsecured Creditors

* Moody's Indicators Remain Positive for Spec-Grade Credit Quality
* Grant Thornton Aided Successful Chapter 11 Exit for Saratoga

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

                            *********

7536321 CANADA: S&P Expects to Put 'B+' Corporate Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it expects to assign
a 'B+' long-term corporate credit rating to newly formed Toronto-
based 7536321 Canada Inc.  S&P expects the outlook to be negative.

S&P assigned a preliminary 'BB' issue-level rating (two notches
above the corporate credit rating on the company) to 7536321
Canada's proposed US$300 million first-lien secured term loan
(U.S. tranche) due 2016, and its C$110 million first-lien secured
term loan (Canadian tranche) due 2015.  The expected recovery
rating is '1', indicating S&P's expectation of very high (90%-
100%) recovery for creditors in the event of default.  In
addition, S&P assigned the proposed US$300 million second-lien
secured term notes due 2018 a preliminary 'B-' issue-level rating
(two notches below the corporate credit rating), with an expected
recovery rating of '6', indicating S&P's expectation of negligible
(0%-10%) recovery for creditors in a default scenario.

The company plans to use the debt proceeds, along with a
C$250 million equity injection and cash, to finance the C$1.1
billion acquisition of substantially all of the assets of Canwest
Limited Partnership and its subsidiaries, as well as the shares of
National Post Inc. Canwest LP filed for creditor protection under
the Companies' Creditors Arrangement Act on Jan. 8, 2010.

The proposed debt ratings are based on preliminary terms and
conditions and are subject to review once S&P receive final
documentation.  Furthermore, the ratings are subject to Canwest
LP's timely emergence from bankruptcy and consummation of its plan
of reorganization in line with S&P's expectations, including the
proposed financing.

On June 18, 2010, the Ontario Superior Court of Justice approved
the amended plan of compromise and arrangement submitted by
Canwest LP and its subsidiaries under CCAA.  The approval of the
plan allows for 7536321 Canada to pursue its intended acquisition
of Canwest LP and its subsidiaries, as well as the shares of
National Post Inc. for C$1.1 billion.  7536321 Canada is a newly
formed company created to acquire the above-noted assets with the
proceeds from debt issuance, equity, and cash.  Standard & Poor's
expect the transaction to close in July 2010.

"The ratings on 7536321 Canada reflect S&P's assessment of the
company's vulnerable business risk profile as reflected in its
weak revenues and its participation in the challenging newspaper
publishing industry, which is characterized by declining
advertising and circulation revenues, electronic substitution, and
pricing pressures, as well as both direct and indirect
competition," said Standard & Poor's credit analyst Lori Harris.

S&P believes the newspaper industry will face long-term secular
challenges related to market share erosion toward online and other
forms of advertising.  Partially offsetting these factors, in
S&P's opinion, are the company's good market position, solid
credit protection measures for the ratings, and improved operating
performance because of cost-cutting efforts.  Upon closing,
7536321 Canada will have a leading market position in the Canadian
newspaper publishing industry.  The company's business will
comprise several Canadian daily newspapers, the National Post,
nondaily newspapers, and certain online editions and classified
Web sites.

The negative outlook reflects Standard & Poor's ongoing concerns
about the challenges the company faces given weak revenue and
difficult industry fundamentals.  Downward pressure on the ratings
could result from deterioration in 7536321 Canada's operations or
credit protection measures.  S&P could revise the outlook to
stable if the company demonstrates sustainable improvement in
operating performance, while strengthening its credit measures.

Standard & Poor's has provided the foregoing independent credit
opinions based on the information that has been provided.  In
offering such opinions, Standard & Poor's is independent from the
engaging company and any parties to the Canwest LP CCAA
proceeding.  S&P does not advise, advocate, or support any
particular plan of reorganization, and a rating opinion does not
indicate whether the plan is fair, reasonable, or appropriate, or
likely to be confirmed as the basis for Canwest LP's emergence
from CCAA.

The issuer, issue, and recovery ratings and the rating outlook
provided by Standard & Poor's to newly created companies buying
the assets of bankrupt companies are preliminary, and are S&P's
current opinion of the final ratings and rating outlook that S&P
expects to assign at a future date.  Subsequent developments or
changes to the plan or information considered by us in S&P's
analysis could result in final conclusions that differ from the
preliminary ratings and outlook.  Rating opinions provided by
Standard & Poor's to a company in a bankruptcy situation are
assumed to be used in accordance with all applicable laws.


7601 BUSINESS: Case Summary & 3 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: 7601 Business Park, LLC
        933 Beville Road, Building 103-F
        Daytona Beach, FL 32119

Bankruptcy Case No.: 10-10740

Chapter 11 Petition Date: June 18, 2010

Court: U.S. Bankruptcy Court
       Middle District of Florida (Orlando)

Judge: Arthur B. Briskman

Debtor's Counsel: Kenneth D. Herron, Jr., Esq.
                  1851 West Colonial Drive
                  Orlando, FL 32804
                  Tel: (407) 648-0058
                  Fax: (407) 648-0681
                  E-mail: kherron@whmh.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of 3 largest unsecured
creditors filed together with the petition is available for
free at http://bankrupt.com/misc/flmb10-10740.pdf

The petition was signed by Winston D. Schwartz, manager.


ABITIBIBOWATER INC: Auction Today on $500 Million Financing
-----------------------------------------------------------
Bill Rochelle at Bloomberg News reports that AbitibiBowater Inc.
received approval from the bankruptcy judge to conduct an auction
today, June 24, to test whether there is a better offer to provide
$500 million in backstopped debt financing as part of the
reorganization plan for exiting Chapter 11.  The hearing for
approval of the sale will occur June 25.

Bloomberg recounts that Aurelius Capital Management LP and
Contrarian Capital Management LLC unsuccessfully opposed approval
of the financing commitment.  They argued that the Company has
enough cash on its own to confirm a plan and shouldn't incur the
expense of a rights offering.

The rights offering, according to Bloomberg, is integrated with
the revised reorganization plan that AbitibiBowater filed in late
May.  The hearing for approval of the disclosure statement is
scheduled for July 7.

                    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).


AGA MEDICAL: Moody's Comments on 'B3' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service commented that AGA Medical Corporation's
B3 corporate family rating and positive outlook are unaffected by
its competitor's -- NMT Medical (not rated by Moody's) --
announcement on June 17, 2010, that the preliminary results of
NMT's CLOSURE I patent foramen ovale stroke trial did not meet its
primary endpoint.

The last rating action on AGA was on March 30, 2010, when Moody's
changed the outlook to positive and affirmed the B3 corporate
family rating.

Headquartered in Plymouth, Minnesota, AGA Medical Corporation is a
leading manufacturer of minimally invasive nitinol-based occlusion
devices for the treatment of cardiovascular defects and peripheral
vascular disease.  The devices are produced using nitinol (a shape
memory alloy of nickel and titanium) and are inserted using
transcatheter delivery systems.  The company sells its products in
112 countries and approximately 60% of its sales are derived from
international markets.  The company generated approximately
$206 million in revenues for the trailing twelve months ended
March 31, 2010.


AGRIPROCESSORS INC: Ex-CEO Gets 27-Year Jail Time
-------------------------------------------------
U.S. District Judge Linda Reade on Monday sentenced Sholom
Rubashkin, a former executive of kosher meatpacking plant
Agriprocessors, to 27 years in prison followed by five years of
supervised release.

According to the Des Moines Register, Judge Reade's sentence adds
two years to the prison term federal prosecutors would have had
Mr. Rubashkin spend behind bars.  His defense attorneys had sought
six years.

Jacqueline Palank at Dow Jones Daily Bankruptcy Review relates
Judge Reade ordered Mr. Rubashkin to pay $27 million in
restitution to three of the plant's creditors that fell victim to
his fraud.  Lender First Bank Business Capital is slated to
receive $18.5 million, lender MB Financial Bank will get $8.3
million and livestock supplier Waverly Sales Inc. will get $3,800.

Bloomberg notes that the judge let Mr. Rubashkin off without a
fine on top of restitution.

Mr. Rubashkin, 50, was convicted last November on 86 counts,
including harboring undocumented aliens and creating false
accounts receivable.  He was acquitted on five counts.

                     About Agriprocessors Inc.

Headquartered in Postville, Iowa, Agriprocessors Inc. once
produced half the kosher beef and 40% of the kosher poultry in the
U.S.  It filed for bankruptcy following a raid by immigration
authorities in May 2008 on the plant in Postville, Iowa, where
389 workers were arrested for having forged immigration
documents.  The Company filed for Chapter 11 on Nov. 4, 2008
(Bankr. E.D.N.Y. Case No. 08-47472).  The case, according to
McClatchy-Tribune, was transferred to Iowa.  Kevin J. Nash, Esq.,
at Finkel Goldstein Rosenbloom & Nash, represented the Company in
its restructuring effort.  The petition listed assets and debts of
$100 million to $500 million.

Agriprocessors' plant has since been sold to SHF Industries, which
renamed the company Agri Star.  Agriprocessors' reorganization
case was converted to liquidation under Chapter 7, at the consent
of the Chapter 11 trustee appointed to take over the estate.  The
Chapter 11 trustee became the trustee in the Chapter 7 case to
liquidate the Debtor's remaining assets and provide distributions
to creditors.


AJILI MOJILI: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Ajili Mojili Incorporado
        1006 Ave Ashford
        San Juan, PR 00907

Bankruptcy Case No.: 10-05436

Chapter 11 Petition Date: June 18, 2010

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Judge: Enrique S. Lamoutte Inclan

Debtor's Counsel: Alexis Fuentes Hernandez, Esq.
                  Fuentes Law Offices
                  P.O. Box 9022726
                  San Juan, PR 00902-2726
                  Tel: (787) 722-5216
                  Fax: (787) 722-5206
                  E-mail: alex@fuentes-law.com

Scheduled Assets: $397,173

Scheduled Debts: $1,483,302

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/prb10-05436.pdf

The petition was signed by Jose A. Benitez Gorbea, company's
president.


ALLIS-CHALMERS ENERGY: Stockholders Elect All 9 Directors
---------------------------------------------------------
Allis-Chalmers Energy Inc. said that at the annual meeting of
shareholders, the stockholders elected all nine director nominees
and ratified the appointment of UHY LLP as the Company's
independent registered public accounting firm for the fiscal year
ending December 31, 2010.

The directors elected by shareholders are:

   * Saad Bargach
   * Alejandro P. Bulgheroni
   * Giovanni Dell' Orto
   * Victor F. Germack
   * James M. Hennessy
   * Munawar H. Hidayatallah
   * Robert E. Nederlander
   * John T. Reynolds
   * Zane Tankel

                  About Allis-Chalmers Energy

Houston, Texas-based Allis-Chalmers Energy Inc. (NYSE: ALY) --
http://www.alchenergy.com/-- is an oilfield services company.
Allis-Chalmers provides services and equipment to oil and natural
gas exploration and production companies, domestically primarily
in Texas, Louisiana, New Mexico, Oklahoma, Arkansas, offshore in
the Gulf of Mexico, and internationally, primarily in Argentina,
Brazil and Mexico.

                         *     *     *

Allis-Chalmers carries 'B-' issuer credit ratings, with stable
outlook, from Standard & Poor's.  It has 'B3' corporate family and
probability of default ratings, with stable outlook, from Moody's.
Its senior unsecured debt has 'Caa1' senior unsecured debt rating
from Moody's.


ALMATIS B.V.: Court Allows Junior Lenders to See Plan Documents
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
overruled the objection of Oaktree Capital Management Ltd. to the
junior lenders' request to access documents concerning the
restructuring plan of Almatis B.V. and its affiliated debtors.

In a June 21 order, Judge Martin Glenn overruled Oaktree's
objection to the extent it disapproves the production of
documents that were exchanged prior to March 7, 2010, on the
basis of common interest privilege.

Judge Glenn held that Oaktree "has failed to carry its burden" of
establishing that the documents are protected by the common
interest privilege.  He also said that there is no basis for the
assertion of attorney work-product privilege with respect to
documents exchanged prior to March 7, 2010.

Oaktree and the junior lenders are directed by the Court to
confer with respect to matters that have not been resolved by the
order, including "privilege issues" with respect to documents
exchanged after March 7, 2010.

Oaktree was served earlier with a subpoena by the junior lenders
to produce documents concerning the restructuring plan, the
disclosure statement and the plan support agreement.  Oaktree,
however, refused on grounds that the documents are protected from
discovery because it shares a common interest with Almatis and
members of the Senior Coordinating Committee.  It also argued
that the documents constitute work product and are irrelevant.

Counsel for Oaktree and the junior lenders submitted letter
briefs to Judge Glenn on June 21, 2010.  A hearing to consider
the arguments of the dispute was held on the same day.

                       About Almatis Group

Alamtis B.V., and its affiliates filed for Chapter 11 on April 30,
2010 (Bankr. S.D.N.Y. Lead Case No. 10-12308).  Almatis B.V.
estimated assets of US$500 million to US$1 billion and debts of
more than US$1 billion as of the bankruptcy filing.

Almatis, operationally headquartered in Frankfurt, Germany, is a
global leader in the development, manufacture and supply of
premium specialty alumina products.  With nearly 900 employees
worldwide, the company's products are used in a wide variety of
industries, including steel production, cement production, non-
ferrous metal production, plastics, paper, ceramics, carpet
manufacturing and electronic industries.  Almatis operates nine
production facilities worldwide and serves customers around the
world.  Until 2004, the business was known as the chemical
business of Alcoa.  Almatis is now owned by Dubai International
Capital LLC, the international investment arm of Dubai Holding.

Michael A. Rosenthal, Esq., at Gibson, Dunn & Crutcher LLP, serves
as counsel to the Debtors in the Chapter 11 cases.  Linklaters LLP
is the special English and German counsel and De Brauw Blackstone
Westbroek N.V. is Dutch counsel.  Epiq Bankruptcy Solutions, LLC,
serves as claims and notice agent.

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


ALMATIS B.V.: Files Summary of Reorganization Plan
--------------------------------------------------
Almatis B.V. and its debtor affiliates delivered a document to
the U.S. Bankruptcy Court for the Southern District of New York
on June 11, 2010, depicting a summary of their Chapter 11 Plan
and notices of plan-related court hearings.

As previously reported, the Debtors filed a Joint Prepackaged
Plan of Reorganization and an accompanying Disclosure Statement
and Prepetition Solicitation of Votes on April 30, 2010.

The Plan contemplates a restructuring of the Debtors' liabilities
in a manner designed to maximize recovery to all stakeholders and
to enhance the financial viability of the Reorganized Debtors.

Under the Plan, the capital structure of the Debtors will be
rationalized, and ownership of the Reorganized Debtors will be
transferred primarily to Holders of Class 2 Senior Lender Claims,
subject to warrants to be issued to the Holders of Class 3 Second
Lien Claims and Class 4 Mezzanine Claims.

The Debtors believe that (i) through the Plan, Holders of Allowed
Claims will obtain a substantially greater recovery from their
estates than the recovery the creditors would receive if the
Debtors filed for Chapter 7 protection, and (ii) the Plan will
afford them the opportunity and ability to continue their
businesses as viable going concerns.

Votes on the Plan were solicited before the Debtors filed for
bankruptcy on April 30, 2010.

The Debtors delivered to the Court a chart that summarizes the
treatment provided by the Plan to each class of claims and
interests and indicates the acceptance or rejection of the Plan
by each class entitled to vote:

                                                 Projected
  Class   Description                            Recovery
--------- -----------                            ---------
1(a)-(k) Other Priority Claims                  100%

2(a)-(k) Senior Lender Claims                   Option A
                                                 Consideration:
                                                 86% of Allowed
                                                 Claim

                                                 Option B
                                                 Consideration:
                                                 72% of Allowed
                                                 Claim

  3(a)-(k) Second Lien Claims                    1.6%

  4(a)-(k) Mezzanine Claims                      0.4%

  5(a)-(d) Junior Mezzanine Claims               0.0%

  6(a)-(k) Other Secured Claims                  100%

  7(a)-(k) General Unsecured Claims              100%

  8(a)-(d) Impaired Intercompany Claims          0.0%

  8(e)-(k) Unimpaired Intercompany Claims        N/A

  9(a)-(k) Subordinated Claims                   0.0%

10(a)-(d) Interests in DIC Almatis Bidco B.V.,
          Almatis Holdings 3 B.V., Almatis
          Holdings 9 B.V. and Almatis B.V.       0.0%

10(e)-(k) Other Interests                       N/A

A full-text copy of the Summary of Plan of Reorganization is
available for free at:

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

The hearing to consider approval of the Disclosure Statement as
well as confirmation of the Plan is slated for July 19, 2010.

Any objections to the Plan must be filed in writing, must state
with particularity the legal and factual basis for that
objections, and must be filed so as t be received no later than
July 2, at 5:00 p.m.

                     Section 341 Meeting

The Debtors have also asked the Office of the U.S. Trustee for
the Southern District of New York not to convene a meeting of
creditors pursuant to Section 341(a) of the Bankruptcy Code,
unless the Plan is not confirmed within 60 days after the
Petition Date.

                       About Almatis Group

Alamtis B.V., and its affiliates filed for Chapter 11 on April 30,
2010 (Bankr. S.D.N.Y. Lead Case No. 10-12308).  Almatis B.V.
estimated assets of US$500 million to US$1 billion and debts of
more than US$1 billion as of the bankruptcy filing.

Almatis, operationally headquartered in Frankfurt, Germany, claims
to be a global leader in the development, manufacture and supply
of premium specialty alumina products.  It has nearly 900
employees and nine production facilities worldwide.  Until 2004,
the business was known as the chemical business of Alcoa.  Almatis
is now owned by Dubai International Capital LLC, the international
investment arm of Dubai Holding.

Michael A. Rosenthal, Esq., at Gibson, Dunn & Crutcher LLP, serves
as counsel to the Debtors in the Chapter 11 cases.  Linklaters LLP
is the special English and German counsel and De Brauw Blackstone
Westbroek N.V. is Dutch counsel.  Epiq Bankruptcy Solutions, LLC,
serves as claims and notice agent.

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


ALMATIS B.V.: GS European, et al., Want Late Ballots Allowed
------------------------------------------------------------
GS European Performance Ltd. and Goldman Sachs Lending Partners
LLC, as record and beneficial holders of claims against the
Debtors, ask the Court to treat their ballots as timely filed.

They further seek that their votes and the elections made in the
Ballots be counted for all purposes under the Debtors' Joint
Prepackaged Plan of Reorganization.

Richard Engman, Esq., at Jones Day, in New York, tells Judge
Glenn that Goldman Sachs and GS European support the Debtors'
Prepackaged Plan and as a consequence, seek assurance that their
accepting votes and elections will be counted and that they will
not be disenfranchised from their right to vote because of an
unwarranted and rote application of the Debtors' proposed
solicitation procedures.

More specifically, Mr. Engman maintains that in order to avoid
the need to file an otherwise unnecessary limited objection to
the Debtors' proposed solicitation procedures, including the
proposed May 7, 2010 voting deadline provided for in the Debtors'
proposed Disclosure Statement, GS European and Goldman Sachs seek
entry of a proposed order requiring that the Ballots delivered to
the Debtors on May 10, 2010, and on May 13, 2010, be treated as
timely filed for all purposes.

GS European and Goldman Sachs assert that errors in communication
caused brief delays in the formal delivery of the Ballots.
Nevertheless, they maintain that the Debtors did have actual
knowledge prior to the proposed voting deadline that they were
voting all of their Senior Lender Claims in favor of the Plan and
electing the Plan's Option B Consideration.

While still hopeful that an agreement with the Debtors will be
reached on a mechanism for counting the Ballots, GS European and
Goldman Sachs have decided that the prudent course is to file the
motion so that the issue can be heard and decided by the Court.

In a separate filing, GS European and Goldman Sachs certify to
the Court that no objection was filed as to the request.

                       About Almatis Group

Alamtis B.V., and its affiliates filed for Chapter 11 on April 30,
2010 (Bankr. S.D.N.Y. Lead Case No. 10-12308).  Almatis B.V.
estimated assets of US$500 million to US$1 billion and debts of
more than US$1 billion as of the bankruptcy filing.

Almatis, operationally headquartered in Frankfurt, Germany, claims
to be a global leader in the development, manufacture and supply
of premium specialty alumina products.  It has nearly 900
employees and nine production facilities worldwide.  Until 2004,
the business was known as the chemical business of Alcoa.  Almatis
is now owned by Dubai International Capital LLC, the international
investment arm of Dubai Holding.

Michael A. Rosenthal, Esq., at Gibson, Dunn & Crutcher LLP, serves
as counsel to the Debtors in the Chapter 11 cases.  Linklaters LLP
is the special English and German counsel and De Brauw Blackstone
Westbroek N.V. is Dutch counsel.  Epiq Bankruptcy Solutions, LLC,
serves as claims and notice agent.

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


ALMATIS B.V.: Schedules Deadline Extended Until July 13
-------------------------------------------------------
Almatis B.V. and its affiliated debtors asked the U.S. Bankruptcy
Court for the Southern District of New York to give them until
August 13, 2010, to file their schedules of assets and
liabilities and statements of financial affairs.

"In light of the size and complexity of the Debtors' business
operations, the number of creditors involved in the Chapter 11
cases, and the international scope of the Debtors' operations,
substantial time will be required to complete the schedules and
statements," says Michael Rosenthal, Esq., at Gibson Dunn &
Crutcher LLP, in New York.

Gibson Dunn was tasked to present a proposed order of their
motion in mid-June 2010.  The Court was set to hold hearing on
June 23, 2010, if an objection was filed.

The bankruptcy judge in Manhattan subsequently entered a ruling,
extending the Debtors' deadline to file their Schedules and
Statements through July 13, 2010.  The Court's order was entered
on June 18, 2010.

The Debtors also received a July 13 extension for the deadline to
file financial reports on entities in which they hold a
controlling or substantial interest.  Rule 2015.3(b) of the
Federal Rules of Bankruptcy Procedure requires a debtor to file
its first report no later than seven days before the first date
set for the meeting of creditors under Section 341 of the
Bankruptcy Code.

                       About Almatis Group

Alamtis B.V., and its affiliates filed for Chapter 11 on April 30,
2010 (Bankr. S.D.N.Y. Lead Case No. 10-12308).  Almatis B.V.
estimated assets of US$500 million to US$1 billion and debts of
more than US$1 billion as of the bankruptcy filing.

Almatis, operationally headquartered in Frankfurt, Germany, claims
to be a global leader in the development, manufacture and supply
of premium specialty alumina products.  It has nearly 900
employees and nine production facilities worldwide.  Until 2004,
the business was known as the chemical business of Alcoa.  Almatis
is now owned by Dubai International Capital LLC, the international
investment arm of Dubai Holding.

Michael A. Rosenthal, Esq., at Gibson, Dunn & Crutcher LLP, serves
as counsel to the Debtors in the Chapter 11 cases.  Linklaters LLP
is the special English and German counsel and De Brauw Blackstone
Westbroek N.V. is Dutch counsel.  Epiq Bankruptcy Solutions, LLC,
serves as claims and notice agent.

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


AMERICAN HOUSING: Court Names Focus as Ch 11 Trustee's Advisor
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas has
appointed Focus Management Group USA, Inc., as financial advisor
to the Chapter 11 Trustee of American Housing Foundation.

Focus has been appointed by the Court to review AHF's operations
and capital structure for each of its 78 properties, to develop a
comprehensive reporting and cash management system for the Company
and to assist the Trustee in the preparation of a comprehensive
restructuring plan.

Jay Kelley, Managing Director of Focus Management Group's Real
Estate Practice, is leading the Focus team overseeing the project.
Kelley is a seasoned finance professional with more than 25 of
years experience in all aspects of corporate finance.  Alan
Weiner, a Senior Real Estate Consultant, is also assisting on the
case.  Weiner brings over 25 years as a senior account executive
as well as extensive experience in affordable housing projects.

Messrs. Kelley and Weiner are based out of the firm's Tampa, FL
office and can be reached at (813) 281-0062.

                     About Focus Management Group

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

                         About American Housing

Founded as a Texas 501(c)(3) non-profit corporation in 1989,
American Housing Foundation owns and operates over 12,500
residential units, making AHF one of the nation's largest entities
primarily dedicated to the workforce housing market.  Residents in
AHF properties benefit from significantly below market rental
rates.

AHF filed for Chapter 11 on June 11, 2009 (Bankr. N.D. Tex. Case
No. 09-20373).  Judge Robert L. Jones handles the case.  Robert
Yaquinto, Jr., Esq., at Sherman & Yaquinto, LLP, represents the
Debtor in its restructuring efforts.  At the time of the filing,
AHF estimated it had assets and debts of $100 million to
$500 million.

Nine creditors had filed an involuntary petition to send AHF to
Chapter 11 in April.  Robert L. Templeton, who asserts a
$5.1 million claim on account of an investment, has the largest
claim among the petitioners, which are being represented by David
R. Langston, Esq., at Mullin, Hoard & Brown, in Lubbock, Texas.


AMERICAN INT'L: Revises Compensation Structure for Top Execs
------------------------------------------------------------
The Wall Street Journal's Serena Ng reports that American
International Group Inc. has changed its compensation structure
for its most highly paid employees, potentially making their
income more secure while AIG tries to repay its bailout.  The
Journal notes AIG recently implemented a plan to reduce the impact
of its volatile share price on the pay of top employees by basing
most of their noncash compensation instead on the price of its
debt, which is seen as a more-stable investment.  The plan was
devised by AIG's management and board and approved by the
company's government overseers.

In May, AIG executives who must receive a portion of their annual
pay in the form of stock-as mandated by the U.S. compensation czar
-- began receiving new "long-term performance units" that derive
80% of their value from AIG's junior debt and 20% of their value
from AIG's common stock.  The combination "is designed to serve as
a proxy for AIG's long-term value," the government-controlled
company said in a filing at the end of May, when the change to how
its top employees are paid kicked in.

Typically, executives receiving noncash compensation get stock or
stock options, grants designed to motivate the employee to expand
the company.  Tying compensation to the value of debt is unusual,
executive compensation experts say, because companies are
generally expected to repay their debt.  But AIG isn't a typical
situation, they say, according to the Journal.

The Journal notes the value of AIG's shares depends largely on
whether the U.S. government, which owns nearly 80% of the company
and is owed $102 billion by AIG and its units, is eventually
repaid.  If AIG can't generate enough cash from asset sales and
earnings to pay off Washington, its shares would be worth little
or nothing.

"AIG is operating under a lot of pay constraints, so this is one
way in which they can deliver more value to their management," the
Journal quotes Marc Hodak, managing director of Hodak Value
Advisors, as saying.  Hodak Value Advisors is a New York research
and consulting firm that advises executives and directors.  Mr.
Hodak adds that "just being able to repay their debt would be a
very significant achievement for AIG, so this is a rare instance
where the interests of debt holders are aligned with
shareholders."

                          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 WEST HOMES: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: American West Homes, Ltd.
        3002 E Colfax Avenue
        Denver, CO 80206-1607

Bankruptcy Case No.: 10-25209

Chapter 11 Petition Date: June 18, 2010

Court: U.S. Bankruptcy Court
       District of Colorado (Denver)

Judge: A. Bruce Campbell

Debtor's Counsel: David Wadsworth, Esq.
                  1660 Lincoln Street, Suite 2200
                  Denver, CO 80264
                  Tel: (303) 296-1999
                  Fax: (303) 296-7600
                  E-mail: dvw@sendwass.com

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

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

According to the schedules, the Company says that assets total
$771,476 while debts total $1,593,662.

A copy of the Company's list of 20 largest unsecured
creditors filed together with the petition is available for
free at http://bankrupt.com/misc/cob10-25209.pdf

The petition was signed by James E. Donahue, president.


ANGELO REYES: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------
Debtor: Angelo Luis Reyes
        442 Lexington Avenue
        New Haven, CT 06513

Bankruptcy Case No.: 10-31876

Chapter 11 Petition Date: June 21, 2010

Court: U.S. Bankruptcy Court
       District of Connecticut (New Haven)

Judge: Lorraine Murphy Weil

Debtor's Counsel: Richard J. Novak, Esq.
                  Novak & Associates
                  163 Cedar Street
                  Branford, CT 06405
                  Tel: (203) 481-1600
                  Fax: (877) 828-8834
                  E-mail: richardnovak@sbcglobal.net

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

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

According to the schedules, the Debtor says that assets total at
least $115,000 while debts total $220,000.

The petition was signed by the Debtor.

The list of unsecured creditors filed together with this petition
contains only 1 entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
JPMorgan Chase Bank, N.A.          Bank loan              $220,000
7255 Baymeadows Way
Jacksonville, FL 32256


ANIXTER INTERNATIONAL: S&P Cuts Corporate Credit Rating to 'BB'
---------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Glenview, Ill.-based Anixter International Inc.
to 'BB' from 'BB+'.  The outlook is stable.

At the same time, S&P lowered Anixter Inc.'s senior unsecured
notes to 'BB' from 'BB+.  The recovery rating on the notes is '4',
indicating S&P's expectation for average (30%-50%) recovery in the
event of a payment default.  S&P also lowered its rating on
Anixter international Inc.'s senior unsecured convertible notes
and zero-coupon convertible notes to 'B+' from 'BB-'.  The
recovery rating on the notes is '6', indicating S&P's expectation
for negligible recovery (0%-10%) recovery in the event of a
payment default.

Anixter Inc. is the primary operating subsidiary of Anixter
International Inc. Therefore, the indebtedness of Anixter
International is considered structurally subordinated to the
indebtedness of Anixter Inc.

"The rating action reflects Anixter's sustained higher-than-
expected debt leverage," said Standard & Poor's credit analyst
Philip Schrank, "and S&P's expectation that it will improve, but
remain above the 3x area over the near-to-intermediate term." Debt
to EBITDA over the last 12 months ended March 2010 exceeded 4x.


AUTOBACS STRAUSS: New Plan Sets July 13 Disclosure Date
-------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Autobacs Strauss Inc.
revised its reorganization plan and scheduled a hearing on July 13
for approval of the explanatory disclosure statement.  The
bankruptcy judge in Delaware denied a motion for an expedited
hearing.  Once the disclosure statement is approved, creditors can
vote on the newest iteration of the plan that gives them all of
the new stock plus a second-lien note for $8.5 million.

Bloomberg relates that under the Revised Plan, unsecured creditors
in two classes with some $18.7 million in claims are predicted to
have a 45% recovery by receiving all the new stock plus the $8.5
million note, assuming total victory in a lawsuit against parent
Autobacs Seven Co., and its $44 million claim.  If the fight with
Autobacs ends in failure, the draft disclosure statement tells
unsecured creditors they should see less than 14% plus the new
stock.  Confirmation of the plan is conditioned on approval of an
employment agreement with Chief Executive Officer Glenn Langsberg.

Bloomberg recounts that Strauss Auto disclosed in May that it
wouldn't attempt to confirm the prior version of the plan, even
though the bankruptcy judge had approved the disclosure statement.
The previous plan would have given Mr. Langsberg an option to buy
all the stock for $300,000 if unsecured creditors recover 45%
within a specified time.  The Company's former owner, Japan-based
Autobacs Seven, opposed, arguing the plan wasn't confirmable
because it would have allowed equity holders to retain stock when
objecting creditors weren't fully paid.

Confirmation of the revised plan is to be financed with $10
million in exit financing.  The disclosure statement says there
isn't yet a commitment from a lender.

                      About Autobacs Strauss

Headquartered in South River, New Jersey, Autobacs Strauss Inc. --
http://www.straussauto.com/-- sells after-market automotive parts
and accessories, and operate automotive service centers located in
New York, New Jersey, Philadelphia, Bethlehem and Pennsylvania.
The Company operates 86 retail store locations and has about 1,450
employees.  The Company filed for Chapter 11 protection on
February 4, 2009 (Bankr. D. Del. Case No. 09-10358).  Edward J.
Kosmowski, Esq., at Young Conaway Stargatt & Taylor, LLP,
represents the Debtor in its restructuring efforts.  As of
January 3, 2009, the Debtor had total assets of $75,000,000 and
total debts of $72,000,000.

The Chapter 11 case is Strauss's third.  The preceding Chapter 11
case ended with the confirmation of a Chapter 11 plan in April
2007.  The Company was then named R&S Parts & Service Inc.


AVISTAR COMMUNICATIONS: Reports Results of Exchange Offer
---------------------------------------------------------
Avistar Communications Corporation filed with the Securities and
Exchange Commission Amendment No. 1 to amend and supplement the
Tender Offer Statement on Schedule TO the Company filed on May 18,
2010, relating to an offer by Avistar to exchange options to
purchase up to an aggregate of 9,241,242 shares of its common
stock, whether vested or unvested, that were granted to eligible
employees with an exercise price of $0.68 per share or higher.

Avistar reports that the offer expired on June 15, 2010, at
9:00 p.m., Pacific Time.  Avistar has accepted for cancellation
options to purchase an aggregate of 6,754,823 shares of its common
stock, which were cancelled as of June 15, 2010, and, in exchange,
granted new options to purchase an aggregate of 4,438,108 shares
of common stock.  The exercise price per share of the new options
granted in the offer is $0.55, the closing price of Avistar common
stock as reported on the over-the-counter market on June 15, 2010.

                   About Avistar Communications

Headquartered in San Mateo, California, Avistar Communications
Corporation (Nasdaq: AVSR) -- http://www.avistar.com/-- holds a
portfolio of 80 patents for inventions in video and network
technology and licenses IP to videoconferencing, rich-media
services, public networking and related industries.  Current
licensees include Sony Corporation, Sony Computer Entertainment
Inc. (SCEI), Polycom Inc., Tandberg ASA, Radvision Ltd. and
Emblaze-VCON.

                           *     *     *

As of March 31, 2010, the Company had total assets of
$2.070 million against total liabilities of $5.120 million,
resulting in stockholders' deficit of $3.050 million.


BANKRATE INC: S&P Assigns 'B' Rating on $280 Mil. Senior Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned Bankrate Inc.'s
proposed $280 million senior secured notes due 2015 a preliminary
issue-level rating of 'B' with a recovery rating of '4',
indicating S&P's expectation of average (30% to 50%) recovery for
noteholders in the event of a payment default.

Upon closing of the transaction and S&P's review of final
documentation, S&P expects to assign a 'B' corporate credit rating
to the company with a stable rating outlook.

The company plans to use proceeds from the proposed notes to
acquire NetQuote, an online insurance lead generator, and
CreditCards.com, an online credit card marketplace, for
$205 million and $145 million, respectively.  Pro forma for the
transaction, debt balances were $280 million as of March 31, 2010.

"The expected 'B' corporate credit rating reflects Bankrate's high
debt balances following the transaction, sizable potential
litigation settlements, the company's acquisitive growth strategy
(which could preclude deleveraging in the future), the highly
competitive online financial information marketplace, and
vulnerability to economic activity and interest rate fluctuations
that drive site traffic and ad rates," said Standard & Poor's
credit analyst Andy Liu.  "The company's leading position as a
compiler of financial product information and rate tables, its
healthy conversion of EBITDA to discretionary cash flow, and its
editorial capabilities and co-branding relationships are positives
that do not fully offset these risks."

North Palm Beach, Fla.-based Bankrate offers personal financial
information and aggregates rate data for over 300 financial
products from roughly 4,800 lending institutions.  The customer
base is broadly diverse, although its advertisers are mainly
financial institutions that are subject to similar prevailing
trends and economic headwinds.  The online consumer financial
marketplace, which is affected by the health of the economy,
credit environment, and housing markets, as well as interest rate
fluctuations that influence refinancing and lending activity, has
started to show signs of recovery in the second quarter of 2010.
Still, S&P expects overall site traffic, click-through rates, and
cost per click (CPC) pricing to remain weak over the intermediate
term compared to historical levels.

Pro forma for the transaction, Bankrate's revenue base will be
less dependent on display advertising and CPC pricing mainly
associated with its financial product and rate table hyperlinks;
both of these sources are more susceptible in a weak economy.
NetQuote will increase the company's exposure to insurance leads--
a business S&P believes is generally less cyclical than financial
products.  In addition, S&P believes the acquisitions provide an
opportunity for Bankrate to bolster the level of traffic from
company-owned sources to both NetQuote and Creditcards.com through
its editorial and media relationships.  Organically generated
traffic is more profitable than traffic from co-branding or paid
search.


BOSQUE POWER: U.S. Trustee Objects to Proskauer's Legal Fee Bid
---------------------------------------------------------------
The U.S. trustee overseeing the bankruptcy of Bosque Power Co. LLC
has taken issue with Proskauer Rose LLP's fee statement, saying it
did not disclose whether certain work was legal research or
factual research and that the time spent on the work may have been
excessive, Bankruptcy Law360 reports.   In an objection filed
Monday with the U.S. Bankruptcy Court for the Western District of
Texas, U.S. Trustee Charles F. McVay said Proskauer should be
required to provide additional detail, Law360 says.

                        About Bosque Power

Laguna Park, Texas-based Bosque Power Company, LLC, owns and
operates a natural gas fired power plant with a capacity of 800
megawatts.  The power-generating facility, located in Laguna Park,
commenced operations as a natural-gas power plant in 2000.  Bosque
Power Partners owns 100% of the membership interest in
Bosque Power.

Bosque Power filed for Chapter 11 on March 24, 2010, (Bankr. W.D.
Tex. Case No. 10-60348).  Henry J. Kaim, Esq., at King & Spalding
LLP, serve as bankruptcy counsel to the Debtor.  The Debtor tapped
Morgan, Lewis & Bockius LLP as special corporate counsel;
Greenhill & Co. LLC as financial advisor; and Kurtzman Carson
Consultants LLC as claims agent.  In its petition, the Debtor
listed assets and debts both ranging from $100,000,001 to
$500,000,000.


CALIFORNIA COASTAL: Has $182-Mil. Loan to Take Out Lenders
----------------------------------------------------------
Bill Rochelle at Bloomberg News reports that California Coastal
Communities Inc. secured court approval for a commitment for a
$182 million loan to finance a Chapter 11 plan.  Before landing
the new loan, the company was proposing a plan where existing
secured debt would be rolled over into new loans.  The lenders
opposed.  The new loan permits amending the plan so the lenders
will be paid off in cash.  The loan is provided by Luxor Capital
Group LP.  The Plan pays unsecured creditors in full, without
interest, over two years.  The confirmation hearing for approval
of the Plan is scheduled for July 27.

                     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.


CATHOLIC CHURCH: Victim Wants Diocese, Lawyers Held in Contempt
---------------------------------------------------------------
Bankruptcy Law360 reports that a man who has filed a suit alleging
he was sexually abused by a priest has moved to hold Young Conaway
Stargatt & Taylor LLP and two of its attorneys, along with the
Catholic Diocese of Wilmington Inc. and a bishop, in contempt for
butting in to his suit in violation of an agreement.  Law360 says
that James E. Sheehan filed an emergency motion on Monday with the
U.S. Bankruptcy Court for the District of Delaware.

                  About the Diocese of Wilmington

The Diocese of Wilmington covers Delaware and the Eastern Shore of
Maryland and serves about 230,000 Catholics.  The Delaware diocese
is the seventh Roman Catholic diocese to file for Chapter 11
protection to deal with lawsuits for sexual abuse.  Previous
filings were by the dioceses in Spokane, Washington; Portland,
Oregon; Tucson, Arizona; Davenport, Iowa, Fairbanks, Alaska; and
San Diego, California.

The bankruptcy filing automatically stayed eight consecutive abuse
trials scheduled in Delaware scheduled to begin October 19.  There
are 131 cases filed against the Diocese, with 30 scheduled for
trial.

The Diocese filed for Chapter 11 on Oct. 18, 2009 (Bankr. D. Del.
Case No. 09-13560).  Attorneys at Young Conaway Stargatt & Taylor,
LLP, serve as counsel to the Diocese.  The Ramaekers Group, LLC is
the financial advisor.  The petition says assets range $50,000,001
to $100,000,000 while debts are between $100,000,001 to
$500,000,000. (Catholic Church Bankruptcy News; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


CCS CORPORATION: Moody's Affirms 'B3' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service affirmed CCS Corporation's B3 Corporate
Family Rating and maintained its negative outlook.  Moody's also
affirmed the B2 rating on CCS' senior secured credit facility and
the Caa2 rating on the senior unsecured notes.  The negative
outlook reflects the company's high leverage and negative free
cash flow that will cause deterioration of liquidity in the medium
term.

"The company's ability to navigate the current economic
environment is substantively constrained by a highly levered
capital structure and the cyclical nature of a significant portion
of the company's revenues", commented Moody's analyst Terry
Marshall.  "Moody's sees more downside risk to the B3 rating over
the near term and anticipate any operational and cash flow
improvements to occur gradually contingent on continued successful
execution of business strategy.

Although activity levels in the oil and gas industry have improved
from the very depressed levels in early 2009, CCS's revenues
remain sluggish.  Moody's anticipate only limited year-over-year
increases in revenues and EBITDA in 2010, and negative free cash
flow given the company's expansionary capital expectations.  CCS
plans to fund expansionary capital with the proceeds of asset
sales.  Any meaningful improvement in leverage metrics will be
contingent upon recovery in both drilling and Treatment, Recovery
and Disposal TRD activity from current levels, ongoing
improvements in operational efficiency and capital allocation, and
progress with customer penetration in the Alberta marketplace.
Nonetheless, Moody's notes the potential for internal liquidity
improvements through reductions in growth and acquisition
expenditures and the liquidity benefits from significant revolver
availability.

CCS Corporation's B3 Corporate Family Rating and negative outlook
reflect the company's high financial leverage (7X, adjusted) and
associated low interest coverage (.3X EBIT/Int), continued
weakness in its core midstream TRD business, and the possibility
of negative free cash flow generation in both 2010 and 2011.

The ratings are supported by: i) the company's leading position in
the market for waste management services to the Canadian oil
industry ii) high barriers to entry created through a combination
of technical know-how and ownership of permitted, TRD assets in
the Alberta region and elsewhere, iii) the company's range of
services, which span oilfield services, clean-up work and disposal
facilities, and iv) and relatively diversified revenue streams
which somewhat mitigate dependence on cyclical oil and gas
drilling activity.

Previously, the company was rated based on the Moody's Global
Business and Consumer Services Industry Rating Methodology.  Given
that the company's revenues are sourced primarily from the oil and
gas industry, Moody's view the Global Oilfield Services Rating
Methodology to be more appropriate in measuring the company's
business and financial risks.

The last rating action on CCS was on April 30, 2009, when the
company's outlook was changed to negative.

CCS Corporation, based in Calgary, Alberta, serves its customers
through four divisions, namely: i) CCS Midstream Services, which
provides oilfield waste treatment, recovery and disposal, ii)
HAZCO Environmental & Decommissioning Services, which offers
remediation, waste management and decommissioning solutions, iii)
Concord Well Servicing, which provides well maintenance/workover
services as well as perforation and specialized drilling services,
and iv) CCS Energy Marketing, which markets crude oil and
condensate.  CCS had revenues of about C$1.9 billion for the
fiscal year ended December 31, 2009.


CANWEST GLOBAL: Canada Court OKs Agreements With Shaw
-----------------------------------------------------
Shaw Communications Inc. disclosed that the Ontario Superior Court
of Justice approved the previously announced agreements with Shaw
and members of the ad hoc committee of holders of Canwest Media
Inc.'s 8.0% senior subordinated notes regarding Shaw's acquisition
of Canwest Global Communications Corp. broadcasting assets.
Previously, Shaw announced that they had entered into agreements
regarding the acquisition of 100% of the over-the-air and
specialty television businesses of Canwest, including all of the
equity interests in CW Investments Co., the Canwest subsidiary
that owns a portfolio of specialty television channels.  On May 3,
2010 Shaw closed the acquisition of the majority of Goldman Sachs
equity interest in CW Investments and will acquire the remaining
stake once all necessary regulatory approvals are received.

The Court also accepted for filing the consolidated plan of
compromise, arrangement and reorganization relating to Canwest,
Canwest Media Inc. and certain subsidiaries (collectively the "CMI
Entities") pursuant to the Companies' Creditors Arrangement Act
("CCAA") and the Canada Business Corporations Act.  The Court has
granted an order authorizing the holding of meetings of the
affected creditors of the CMI Entities on July 19, 2010.  If the
Plan is approved by the required majority of affected creditors,
then a further motion will be brought before the Court on July 28,
2010, seeking sanction of the Plan.

Today, Shaw also entered into an a consensual agreement with
Canwest, the Ad Hoc Committee and an ad hoc committee of Canwest
shareholders whereby through the reorganization of the Company's
capital structure, the existing Canwest shareholders will receive
a total payment of $11 million.  This is approximately the same
amount as originally contemplated by the terms of the
recapitalization transaction approved by the Court on February 19,
2010.  This amendment will have no impact on the treatment of
affected creditors under the recapitalization transaction.

"This is an important milestone in the lengthy and difficult CCAA
process that Canwest has endured over the last several months.  We
are pleased that the Court has recognized Shaw's participation in
the restructuring process under the framework set out by the Board
of Canwest, the Ad Hoc Committee and approved by the Court, and
that we were able to finalize terms of the Transaction with all
constituent parties involved in the restructuring process.  We
look forward to completing all necessary steps and closing the
Transaction as soon as possible," said Peter Bissonnette,
President, Shaw Communications Inc.

The Transaction remains subject to regulatory approvals from the
Canadian Radio-television and Telecommunications Commission
("CRTC") and the Competition Bureau.

                       About Shaw Communications

Shaw Communications Inc. (TSX: SJR.B) (NYSE: SJR) --
http://www.shaw.ca/-- is a diversified communications company
whose core business is providing broadband cable television, high-
speed Internet, digital phone, telecommunications services
(through Shaw Business Solutions) and satellite direct-to-home
services (through Star Choice).  The company serves 3.3 million
customers, including almost 1.5 million Internet subscribers,
through a reliable and extensive network, which comprises over
575,000 kilometres of fibre.

                          *     *     *

As reported in the Troubled Company Reporter on June 17, 2009,
Moody's Investors Service rated the senior unsecured component of
Shaw Communication Inc.'s $2.5 billion multiple seniority shelf
registration (P)Baa3 while the preferred share component was rated
(P) Ba1.  The shelf registration was filed on March 11, 2009.
Concurrently, Moody's also affirmed Shaw's existing Baa3 senior
unsecured rating along with the stable outlook.  Funds raised
pursuant to the prospectus will be neutral to the company's credit
profile based on the assumption that they will be used primarily
towards refinancing maturing debt.

                      About Canwest Global

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

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

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

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

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

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


CANWEST GLOBAL: Canada Court OKs July 19 Meetings with Creditors
----------------------------------------------------------------
Canwest Global Communications Corp. disclosed that the Ontario
Superior Court of Justice has accepted for filing the consolidated
plan of compromise, arrangement and reorganization relating to
Canwest, Canwest Media Inc. and certain of its subsidiaries
(collectively, the "CMI Entities") pursuant to the Companies'
Creditors Arrangement Act and the Canada Business Corporations
Act.

The Court has granted an order authorizing the holding of meetings
of the affected creditors of certain of the CMI Entities on
July 19, 2010.  The purpose of the meetings is for the Affected
Creditors to consider and vote on the Plan.  If the Plan is
approved by the required majority of Affected Creditors, the CMI
Entities intend to bring a further motion on July 28, 2010 seeking
a sanctioning of the Plan by the Court.

The Court also approved the previously announced agreements with
Shaw Communications Inc. and members of the ad hoc committee of
holders of CMI's 8% senior subordinated notes, which are comprised
of the amended Shaw subscription agreement, the amended Shaw
support agreement as well as the further amended Ad Hoc Committee
support agreement.

In addition, Canwest also announced a consensual agreement between
it, Shaw, the Ad Hoc Committee, and an ad hoc committee of certain
Canwest shareholders to amend the proposed recapitalization
transaction to include a reorganization of the Company's capital
pursuant to which existing Canwest shareholders will receive an
aggregate payment of $11 million, being approximately the same
amount as originally contemplated by the terms of the
recapitalization transaction approved by the Court on February 19,
2010.  This amendment will have no impact on the treatment of
creditors under the recapitalization transaction.  Approximately
US$440 million of the aggregate subscription price will be
allocated to satisfy the claims of the 8% Noteholders against the
CMI Entities.  An additional $38 million will be allocated to
satisfy the claims of the CMI Entities' other affected creditors.

The announcement relates only to Canwest's conventional and
specialty television broadcasting businesses.  Canwest's
subsidiaries Canwest (Canada) Inc., Canwest Limited Partnership
and their affiliates (the "LP Entities"), which operate its
newspaper and online publishing businesses, are the subject of a
separate CCAA proceeding.  The CMI Entities do not expect to
receive any distribution in connection with the CCAA restructuring
of the LP Entities.

                      About Canwest Global

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

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

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

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

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

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


CENTRAL DELAWARE: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Central Delaware Materials, LLC
        2935 S. DuPont Boulevard
        Smyrna, DE 19977

Bankruptcy Case No.: 10-11981

Chapter 11 Petition Date: June 18, 2010

Court: U.S. Bankruptcy Court
       District of Delaware (Delaware)

Judge: Peter J. Walsh

Debtor's Counsel: Adam Hiller, Esq.
                  Pinckney, Harris & Weidinger, LLC
                  1220 N. Market Street, Suite 950
                  Wilmington, DE 19801
                  Tel: (302) 504-1527
                  Fax: (302) 442-7046
                  E-mail: ahiller@phw-law.com

Estimated Assets: $1,000,001 to $100,000,000

Estimated Debts: $1,000,001 to $100,000,000

The list of unsecured creditors filed together with its petition
does not contain any entry.

The petition was signed by Diane K. Cahall, secretary/treasurer.


CHELSEA HEIGHTS: Case Summary & 17 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Chelsea Heights LLC
        820 A Street #300
        Tacoma, WA 98402

Bankruptcy Case No.: 10-44959

Chapter 11 Petition Date: June 18, 2010

Court: United States Bankruptcy Court
       Western District of Washington (Tacoma)

Judge: Paul B. Snyder

Debtor's Counsel: Timothy W. Dore, Esq.
                  Ryan Swanson & Cleveland PLLC
                  1201 3rd Ave Ste 3400
                  Seattle, WA 98101-3034
                  Tel: (206) 464-4224
                  E-mail: dore@ryanlaw.com

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

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

The petition was signed by Thomas W. Price, member and manager of
Prium Companies LLC, the sole member of the Debtor.

Debtor's List of 17 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
City of Tacoma                                   $18,668
Public Utilities
PO Box 11010
Tacoma, WA 98411

Pacific NW Land Surveyors                        $6,492
2606 East Main Ave
Puyallup, WA 98372

New Dimensions Landscape                         $3,139
LLC
8504 Canyon Rd E
Puyallup, WA 98371

Thyssenkrupp Elevator Corp.                      $1,829

Structural Radar Imaging Inc.                   $1,650

ReNu Recycling Services                         $1,345

LaborWorks                                      $1,038

AHBL Inc.                                       $952

BEE Consulting LLC                              $700

Evergreen Construction Spec                     $650

Plumb Signs                                     $629

Qwest                                           $580

Evergreen Concrete Cutting                      $284
Inc.

Dept of Labor and Industries                    $152

Pioneer Fire & Security Inc.                    $75

Aaberg's Tool & Equip Rental                    $42

Puget Sound Energy                              $32


CHEMTURA CORP: Creditors Panel Has Reed Smith as Insurance Counsel
------------------------------------------------------------------
The Official Committee of Equity Security Holders in Chemtura
Corp.'s cases won permission from the U.S. Bankruptcy Court to
retain Reed Smith LLP as its special insurance counsel, nunc pro
tunc to April 14, 2010.

The Creditors Committee requires the services of Reed Smith to
evaluate and advise it on matters relating to the Debtors'
liability insurance coverage and any pending or future motions
seeking authorization for the Debtors to resolve disputes with
their insurers.

Reed Smith's Insurance Recovery Group has extensive experience in
representing policyholders with respect to complex insurance
claims and disputes, the Committee asserts.

As special insurance counsel, Reed Smith is expected to:

  (a) review and analyze the Debtors' liability insurance
      coverage;

  (b) advise the Creditors' Committee regarding pending
      litigation between the Debtors and AIU Insurance Company,
      American Home Assurance Company, American International
      Specialty Lines Insurance Co. n/k/a Chartis Specialty
      Insurance Company, Granite State Insurance Company,
      Illinois National Insurance Company, Lexington Insurance
      Company, and National Union Fire Insurance Company of
      Pittsburgh, PA, including participation in the adversary
      proceeding between the Debtors and the AIG Companies;

  (c) review and advise the Creditors' Committee with regard to
      any potential future settlements between the Debtors and
      their liability insurance companies; and

  (d) perform any other services asked by the Creditors'
      Committee reasonably related to the issues of insurance
      and insurance coverage, the pursuit of recovery on
      relevant insurance policies, or as may otherwise concern
      the impact of insurance issues on the within
      reorganization case.

The Creditors' Committee seeks that Reed Smith be paid for its
services on an hourly basis and reimbursed for the actual and
necessary expenses it incurs.

The Reed Smith attorneys and paraprofessionals who may provide
services to the Creditors' Committee and their 2010 hourly rates
are:

    Reed Smith Professional               Hourly Rate
    -----------------------               -----------
    Ann V. Kramer, partner                   $715
    John B. Berringer, partner               $620
    Jennifer Katz, associate                 $450
    Michael DiCanio, associate               $380
    Anne Suffern, paraprofessional           $270
    Eugenia Hoyle, paraprofessional          $250

John B. Berringer, Esq., a partner at Reed Smith, 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: Equity Committee Wins OK for Skadden as Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors for Chemtura Corp.
has withdrawn its objection to the Official Committee of Equity
Security Holders' application to retain Skadden Arps Slate Meagher
& Flom LLP as counsel.

Subsequently, Judge Gerber approved the Equity Committee's
application to retain Skadden Arps.

Skadden Arps Slate Meagher & Flom LLP as the Equity Committee's
counsel nunc pro tunc to January 7, 2010, will perform these
services:

  (a) advise the Equity Committee regarding its rights, powers,
      and duties in the Chapter 11 Cases;

  (b) assist and advise the Equity Committee in its
      consultations with the Debtors regarding the
      administration of the Chapter 11 Cases;

  (c) assist the Equity Committee in preparing pleadings and
      applications;

  (d) represent the Equity Committee at court hearings and
      proceedings;

  (e) assist in the Equity Committee's investigation of the
      acts, conduct, assets, liabilities, and financial
      condition of the Debtors and of the operation of their
      businesses;

  (f) assist the Equity Committee in analyzing claims of the
      Debtors' creditors;

  (g) assist the Equity Committee in its analysis of, and
      negotiations with, the Debtors or any third party
      concerning matters related to the terms of a Chapter 11
      plan or plans for the Debtors;

  (h) assist and advise the Equity Committee as to its
      communications, if any, with its constituents regarding
      significant matters in these cases;

  (i) review and analyze motions, applications, orders,
      statements of operations and schedules filed with the
      Court and advise the Equity Committee as to their
      propriety; and

  (j) perform other services as may be required and are deemed
      to be in the interests of the Equity Committee in
      accordance with the Equity Committee's powers and duties
      as set forth under the Bankruptcy Code.

The Equity Committee asserts that it needs a legal counsel, as a
fiduciary for all equity security holders.

Skadden Arps' fees for professional services are based upon
hourly rates.  Skadden Arps and the Equity Committee have agreed
that Skadden Arps' standard bundled rate structure will apply to
the Debtors' Chapter 11 cases.  Therefore, Skadden Arps will not
be seeking to be separately compensated for certain staff,
clerical and resource charges.

The hourly rates under the bundled rate structure range from $775
to $995 for partners, $735 to $835 for counsel, $360 to $680 for
associates and $185 to $295 for legal assistants and support
staff.

In addition, the Equity Committee proposes that Skadden Arps be
reimbursed for its necessary out-of-pocket expenses.

Jay M. Goffman, Esq., a member of Skadden Arps, assures the Court
that he and other members of the firm have no connection with the
Debtors and they do not represent any entity having an adverse
interest to the Debtors and the Equity Committee.

Mr. Goffman nevertheless notes that his firm has represented
certain of the Debtors in the past and has filed a general
unsecured claim for $530,419 for prepetition fees and expenses.

The Equity Committee asserts that although Skadden Arps' claim
against the Debtors result in it not being a "disinterested
person" as the term is defined under Section 101(14) of the
Bankruptcy Code, there is no requirement that professional
persons sought to be employed by a statutory committee be
disinterested pursuant to Section 1103 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: Jones Day Represents Holders of 68% of Funded Debt
-----------------------------------------------------------------
Pursuant to Rule 2019 of the Federal Rules of Bankruptcy
Procedure, Richard L. Wynne, Esq., at Jones Day, in New York,
relates that his firm has been engaged to represent an ad hoc
committee of bondholders, who collectively hold more than
$770,000,000 or approximately 68% of the Debtors' prepetition
funded debt.

Mr. Wynne provided the Court with a list of the members of the Ad
Hoc Committee, a copy of which is available for free at:

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

                     About Chemtura Corp.

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

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

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

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


COLONIAL BANCGROUP: Has Paid Professionals $3.05 Million
--------------------------------------------------------
Colonial BancGroup said in its monthly operating report that it
has paid a total of $3,046,077 to professionals since filing for
bankruptcy in August 2009 until May 31, 2010.

Colonial said that as of May 31, 2010, Colonial has $42,553,699 in
assets against debts of $365,584,775.

                     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.


CONGOLEUM CORPORATION: Court Dismisses Asbestos Claimants Appeal
----------------------------------------------------------------
Bankruptcy Law360 reports that a federal appeals court has
dismissed an appeal by a representative of future asbestos
claimants against Congoleum Corp. that contested the terms of the
Company's $25 million settlement regarding asbestos-related claims
that may be asserted against a pair of the debtors' insurers.

                    About Congoleum Corporation

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

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

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

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

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

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

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

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

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

In June 2010, Congoleum Corporation obtained from the District
Court of New Jersey an order confirming Congoleum's Plan of
Reorganization.


CORELOGIC INC: Moody's Downgrades Senior Debt Rating to 'B1'
------------------------------------------------------------
Moody's Investors Service lowered CoreLogic Inc.'s legacy
untendered senior unsecured debt to B1 from Baa3 and the Capital
Securities preferred stock to B1 from Ba1.  This rating action
concludes Moody's review for possible downgrade initiated on
January 11, 2010 when CoreLogic was part of The First American
Corporation.

On June 1, 2010, following the spinoff of its financial services
businesses (mainly its title insurance and specialty insurance
reporting segments) into a separate public company, the remaining
First American Corporation was renamed CoreLogic, Inc., at which
time Moody's assigned a Ba2 corporate family rating for the new
entity as well as Ba2 ratings for the new secured credit facility.
This action pertains to untendered debt previously issued by The
First American Corporation (formerly an investment grade issuer
with a Baa3 rating) and reflects the junior ranking of the
unsecured legacy debt within the new CoreLogic entity.

Ratings lowered /assessments assigned:

* $59.6 million of 7.55% Senior Debentures due 2028 to B1, LGD 6,
  91% from Baa3

* $34.8 million of 8.5% Capital Securities due 2012 to B1, LGD 6,
  97% from Ba1

* $1 million of 5.70% Senior Notes due 2014 to B1, LGD 6, 91% from
  Baa3 (rating will be withdrawn shortly following this rating
  action)

The last rating action was on June 1, 2010, when Moody's assigned
definitive corporate family and probability of default ratings of
Ba2 to CoreLogic, Inc. (formerly The First American Corporation's
Information Solutions Company).  Concurrently, Moody's assigned
Ba2 ratings to CoreLogic's $500 million revolving credit facility
and $350 Senior Secured Term Loan.  The rating outlook is stable.

CoreLogic, Inc., headquartered in Santa Ana, California, is a
leading provider of property and mortgage data and analytics
products and solutions.  CoreLogic provides outsource solutions in
mortgage risk analytics; property, credit and employment
information.  Revenues for the twelve months ended March 31, 2010,
were approximately $2 billion.


CORRADI ARMS: U.S. Trustee Forms 4-Member Creditors Panel
---------------------------------------------------------
Peter C. Anderson, the U.S. Trustee for Region 16, appointed four
members to the official committee of unsecured creditors in
the Chapter 11 case of Corradi Arms Inc.

The Creditors Committee members are:

1. J.E. Carr Construction and Keeton Construction, Inc.
   Attn: Michael L. Lambert, CFO
   11410 Knotts Street
   Garden Grove, CA 92841
   Tel: (562) 596-2277 extn. 1302
   E-mail: mlambert@carrnow.com

2. Keeton Construction Services
   Attn: Thomas Keeton, president
   2021 Catalina Way
   Nolensville, TN 37135
   Tel: (615) 283-3023
   E-mail: tkeeton@keetonbiz.com

3. C A Huff & Assoc.
   Attn: Charles A. Huff, principal
   100 N. Barrance Street, 7th Floor
   West Covina, CA 91790
   Tel: (626) 332-8900
   E-mail: CAHuff-Associates@thegrid.net

4. Streamline Finishes, Inc.
   Attn: Daron Meehan, general manager
   27071 Cabot Road, No. 105
   Laguna Hills, CA 92653
   Tel: (949) 600-8964
   E-mail: dmeehan@streamlinefinishers.com

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

Corradi Arms Inc., is a Burbank, California-based single-asset
real estate company.  It filed a petition seeking protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Calif. Case
No. 10-23313).  The Company listed debts and assets of from
$10 million to $50 million, Carla Main at Bloomberg News says.


CROSSROADS FORD: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Crossroads Ford, Inc.
        P.O. Box 1892
        Kearney, NE 68848

Bankruptcy Case No.: 10-41918

Chapter 11 Petition Date: June 19, 2010

Court: United States Bankruptcy Court
       District of Nebraska (Lincoln Office)

Debtor's Counsel: Trev Peterson, Esq.
                  Knudsen Berkheimer Richardson Endacott
                  3800 VerMass Place, Suite 200
                  Lincoln, NE 68502
                  Tel: (402) 475-7011
                  Fax: (402) 475-8912
                  E-mail: tpeterson@knudsenlaw.com

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

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/neb10-41918.pdf

The petition was signed by David Lenz, secretary treasurer.


CRUCIBLE MATERIALS: Plan Confirmation Off Until August 9
--------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Crucible Materials
Corp. is allowing the Official Committee of Unsecured Creditors to
bring lawsuits until a trust takes over the responsibility under a
liquidating Chapter 11 plan.  As a result, the confirmation
hearing for approval of the plan was pushed back to Aug. 9.

Under the Plan, secured creditors would be unimpaired, unsecured
creditors would receive distributions from remaining funds and
equity holders won't be receiving anything.  The explanatory
Disclosure Statement did not disclose the estimated percentage
recovery by holders unsecured claims against Crucible Materials
expected to total $250 million to $400 million and general
unsecured claims against affiliate Crucible Development Corp.
expected to total $205 million to $300 million.

                     About Crucible Materials

Based in Syracuse, New York, Crucible Materials Corporation -- aka
Crucible Specialty Metals, Crucible Service Centers, Crucible
Compaction Metals, Crucible Research and Trent Tube --
http://www.crucible.com/-- makes stainless and alloy steel for
use in the aircraft, automotive, petrochemical, and other
industries.  The Company was employee-owned prior to its
bankruptcy filing.

The Company and its affiliate, Crucible Development Corporation,
filed for Chapter 11 protection on May 6, 2009 (Bankr. D. Del.
Lead Case No. 09-11582).  Mark Minuti, Esq., at Saul Ewing LLP
represents the Debtors in their restructuring efforts.  The
Debtors engaged Duff & Phelps Securities LLP as investment banker;
RAS Management Advisors LLC as business advisor; and Epiq
Bankruptcy Solutions LLC as claims agent.  Roberta A. DeAngelis,
United States Trustee for Region 3, appointed five creditors to
serve on the Official Committee of Unsecured Creditors.  The
Debtors listed assets and debts both ranging from $100 million to
$500 million.

From four asset sales under 11 U.S.C. Sec. 363, Crucible generated
$14.4 million after secured lenders were fully paid on $64.5
million in claims outstanding at the outset of the Chapter case.


CYNERGY DATA: Plan Exclusivity Extended Until July 30
-----------------------------------------------------
Bill Rochelle at Bloomberg News reports that Cynergy Data LLC, now
named Liquidation Co. LLC following the sale of its assets, won a
third extension of the exclusive right to propose a Chapter 11
plan.  The new deadline is July 30.  Cynergy says it's close to
settling a dispute with secured lenders that has delayed the case
from the outset.

                        About Cynergy Data

Launched in 1995, Cynergy Data was a merchant credit card
processing service provider that gives business owners excellent
customer support and unparalleled merchant services.  The company
emphasizes honest, service-oriented business practices and
customer-friendly products and services.

The Company and two affiliates -- Cynergy Data Holdings, LLC,
and Cynergy Prosperity Plus, LLC -- filed for Chapter 11 on
September 1, 2009 (Bankr. D. Del. Case No. 09-13038).

The Company's legal advisor is Nixon Peabody LLP; its financial
and restructuring advisor is CM&D Management Services LLC; its
industry expert is Unicorn Partners, LLC; and its investment
bankers are Stifel, Nicolaus & Company and Peter J. Solomon
Company.  Aside from Nixon Peabody, Pepper Hamilton LLP has been
hired as bankruptcy and restructuring counsel.  Charles D. Moore
of Conway MacKenzie, Inc., serves as chief restructuring officer.
Kurtzman Carson & Consultants LLC serves as claims and notice
agent.

Cynergy Data said that it had assets of $109,546,132 against debts
of $186,183,032 as of June 30, 2009.

Cynergy Data filed for Chapter 11 to complete the sale of all of
its assets to an affiliate of The ComVest Group.  The $81 million
sale of the assets was completed October.  The Debtor was renamed
to Liquidation Co. LLC following the sale.


DANIEL KIM: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Daniel Kim, Inc.
        12851 Clopper Road
        302 Deep Trail Lane
        Germantown, MD 20874

Bankruptcy Case No.: 10-23820

Chapter 11 Petition Date: June 19, 2010

Court: U.S. Bankruptcy Court
       District of Maryland (Greenbelt)

Debtor's Counsel: Gloria Lee, Esq.
                  302 Deep Trail Lane
                  Rockville, MD 20850
                  Tel: (240) 575-0616
                  E-mail: glorialee.law@gmail.com

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

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

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

The petition was signed by Daniel Kim, president.


DAVID KESTEL: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Joint Debtors: David Hine Kestel
               Diane C. Kestel
               15900 Green Meadow Road
               Darnestown, MD 20878

Bankruptcy Case No.: 10-04918

Chapter 11 Petition Date: June 18, 2010

Court: United States Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: Stephani W. Humrickhouse

Debtor's Counsel: David J. Haidt, Esq.
                  Ayers, Haidt & Trabucco, P.A.
                  P.O. Box 1544
                  New Bern, NC 28563
                  Tel: (252) 638-2955
                  Fax: (252) 638-3293
                  E-mail: davidhaidt@embarqmail.com

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

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nceb10-04918.pdf

The petition was signed by David Hine Kestel and Diane C. Kestel.


DAVID MALTIN: Case Summary & 9 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: David Fred Maltin
        4651 Cobb Lake Drive
        Fort Collins, CO 80524

Bankruptcy Case No.: 10-25345

Chapter 11 Petition Date: June 21, 2010

Court: U.S. Bankruptcy Court
       District of Colorado (Denver)

Judge: Sidney B. Brooks

Debtor's Counsel: Brent K. Olsson, Esq.
                  425 W. Mulberry Street, Suite 101
                  Fort Collins, CO 80521-2864
                  Tel: (970) 484-3300
                  E-mail: olssonlaw@msn.com

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

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

According to the schedules, the Debtor says that assets total
$2,296,058 while debts total $4,014,919.

A copy of the Debtor's list of 9 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cob10-25345.pdf

The petition was signed by the Debtor.

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Schillo, John Ward                    TBD                       --


DB CAPITAL: Federal Judge Dismisses Chapter 11 Bankruptcy Case
--------------------------------------------------------------
Judge Michael Romero in Denver has dismissed the Chapter 11
bankruptcy case of DB Capital Holdings.

Aspen Daily News reports that Aspen HH Ventures sought the
dismissal, citing that the petition was filed on "bad faith."
Aspen HH, owed $6 million in investment in DB Capital's Dancing
Bear Residences-Aspen development, said the Chapter 11 filing was
made after Aspen submitted a complaint seeking the appointment of
a receiver to unwind the partnership between DB Capital head
Thomas DiVenere and two Chicago-area investors who make up Aspen
HH Ventures.

According to the complaint, Aspen HH claimed that Mr. DiVenere
mishandled millions of dollars in project funds to support a
lavish lifestyle.  Mr. Divenere called the claims ridiculous
posturing by disgruntled investors seeking a favorable settlement,
as a dispute between the Dancing Bear and a German bank that is
owed $56 million plays out.

                         About DB Capital

DB Capital Holdings filed for bankruptcy under Chapter 11 in the
U.S. Bankruptcy Court in Denver, Colorado, in an attempt to regain
control of its business operation.  DB Capital Holdings owns the
Dancing Bear Residences-Aspen development.  DB Capital has been
under a court-appointed receiver James DeFrancia.

The Company said it owes more than $60 million including about
$56 million to WestLB, a senior lender that financed most of the
Durant Avenue project.


DEAN BRATT: Voluntary Chapter 11 Case Summary
---------------------------------------------
Joint Debtors: Dean Lamont Bratt
               Kimberly Dawn Bratt
               1006 Dougherty
               Wichita, KS 67212

Bankruptcy Case No.: 10-12055

Chapter 11 Petition Date: June 18, 2010

Court: U.S. Bankruptcy Court
       District of Kansas (Wichita)

Judge: Robert E. Nugent

Debtor's Counsel: Todd Allison, Esq.
                  Law Office of Todd Allison, PA
                  200 W Douglas, Suite 250
                  Wichita, KS 67202
                  Tel: (316) 558-3750
                  Fax: 316-558-3753
                  E-mail: todd@toddallisonlaw.com

Estimated Assets: $0 to $50,000

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

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

The petition was signed by the Joint Debtors.


DICON TECHNOLOGIES: Involuntary Chapter 11 Case Summary
-------------------------------------------------------
Alleged Debtor: Dicon Technologies, LLC
                Attn: Rosalind Nathaniel, Registered Ag
                100 Dicon Drive
                Black Creek, GA 31308

Bankruptcy Case No.: 10-41275

Involuntary Chapter 11 Petition Date: June 18, 2010

Court: U.S. Bankruptcy Court
       Southern District of Georgia (Savannah)

Judge: Lamar W. Davis Jr.

Debtor's Counsel: Pro Se

Petitioners' Counsel: Frank J. Perch, III, Esq.
                      Hunter Maclean Exley & Dunn PC
                      P.O. Box 9848
                      Savannah, GA 31412
                      Tel: (912) 236-0261
                      Fax: (912) 236-4936
                      E-mail: fperch@huntermaclean.com

Creditors who signed the Chapter 11 petition:

    Petitioners                    Nature of Claim    Claim Amount
    -----------                    ---------------    ------------
Precision Custom Coatings, LLC     Goods sold             $118,538
Richard Noble                      and delivered
200 Maltese Drive
Totowa, NJ 07512

Development Authority of Bryan     Lease payments          $48,087
County
F.J. Fenn, Executive Director
P.O. Box 267
Pembroke, GA 31321-0267

Interfoam, Inc.                    Services                $41,822
255 East 17th Street
Paterson, NJ 07533


DORCICH S.U.: Case Summary & 10 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Dorcich S.U., LLC
        P.O. Box 2337
        Boulder Creek, CA 95006

Bankruptcy Case No.: 10-28291

Chapter 11 Petition Date: June 18, 2010

Court: United States Bankruptcy Court
       District of Utah (Salt Lake City)

Judge: Judith A. Boulden

Debtor's Counsel: Sherilyn A. Olsen, Esq.
                  Holland & Hart
                  222 S. Main Street, Suite 2200
                  Salt Lake City, UT 84101
                  Tel: (801) 799-5800
                  Fax: (801) 799-5700
                  E-mail: solsen@hollandhart.com

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

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

A list of the Company's 10 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/utb10-28291.pdf

The petition was signed by Jeoff Meacham, manager.


DUNE ENERGY: Shareholders Elect All 7 Board Members
---------------------------------------------------
Dune Energy Inc. held its annual meeting in Houston, Texas, and
followed the meeting with an updated investor presentation.  A
quorum was present at the meeting and the election of all seven
board members was approved.

                        About Dune Energy

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

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

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


ELECTRICAL COMPONENTS: Reorganization Plan Wins Court Approval
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware confirmed
Electrical Components International, Inc., et al.'s prepackaged
Plan of Reorganization.

As reported in the Troubled Company Reporter on April 15, 2010,
on the effective date, BKC will make the BKC New Money Equity
Contribution in exchange for 13,100,000 shares of the new common
stock.  BKC will make the BKC Secondary Equity Contribution in
exchange for at least an additional 5,000,000 shares and up to
7,500,000 shares of the new common stock.  Sankaty will make the
Sankaty New Money Equity Contribution in exchange for 9,400,000
shares of the new common stock.  Sankaty will also make the
Sankaty Secondary Equity Contribution in exchange for at least an
additional 5,000,000 shares and up to 7,500,000 shares of the new
common stock.

On the effective date, the operations of Reorganized Holdings will
become the general responsibility of its board of directors.  The
initial board of directors of Reorganized Holdings will consist of
seven directors, one of whom will be the chief executive officer
of Reorganized ECI, two will be designated by BKC, two will be
designated by Sankaty and two will be independent directors
designated by the holder of a majority of the outstanding shares
of New Common Stock.

The Debtors relate that their financial restructuring will result
in the elimination of $165 million or approximately 50% of debt.
It will also free up additional cash that can be reinvested in the
Debtors' businesses and position them to pursue future growth
opportunities.

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

       http://bankrupt.com/misc/ELECTRICAL_COMPONENTS_plan.pdf
       http://bankrupt.com/misc/ELECTRICAL_COMPONENTS_ds.pdf
       http://bankrupt.com/misc/ELECTRICAL_COMPONENTS_ds2.pdf

Under the Plan, secured claims will be paid in full, in cash or in
stock.  Holders of general unsecured claims will also receive full
payment.  Holders of equity interests in the holding company won't
receive anything.

                   About Electrical Components

St. Louis, Missouri-based Electrical Components International,
Inc. -- aka Whitehouse Acquisition Co.; Electrical Components
International DE Holdings Co.; Wirekraft Employment Co.; Wire
Harness Contractors, Inc.; Wire Harness Automotive, Inc.; Wire
Harness Industries Inc.; and Wirekraft LLC -- designs,
manufactures and markets wire harnesses and provides assembly
services primarily for major white goods appliance manufacturers.

The Company filed for Chapter 11 bankruptcy protection on
March 30, 2010 (Bankr. D. Del. Case No. 10-11054).  These
affiliates also filed separate Chapter 11 petitions -- ECM Holding
Company (Case No. 10-11055), with estimated assets and debts at
$100 million to $500 million; FP-ECI Holdings Company (Case No.
10-11056); and Noma O.P., Inc. (Case No. 10-11057).  Stephen
Youngman, Esq., at Weil, Gotshal & Manges LLP, assists the Company
in its restructuring effort.  Chun I. Jang, Esq., Paul N. Health,
Esq., and Travis A. McRoberts, Esq., at Richards, Layton & Finger,
P.A., are the Company's co-counsel.  Epiq Bankruptcy Solutions is
the Company's claims agent.  In its petition, the Company
estimated its assets and debts at $100,000,001 to $500 million.


ENNIS COMMERCIAL: Gets Court's Nod to Use Cash Collateral
---------------------------------------------------------
Ennis Commercial Properties LLC, a Limited Liability Company,
sought and obtained authorization from the U.S. Bankruptcy Court
for the Eastern District of California to use, until the end of
September 2010, the cash collateral securing their obligation to
their prepetition lenders.

Peter L. Fear, Esq., at the Law Offices of Peter L. Fear, the
attorney for the Debtor, explains that the Debtor needs the money
to fund its Chapter 11 case, pay suppliers and other parties, and
to make adequate protection payments.  The Debtors will use the
collateral pursuant to a budget, a copy of which is available for
free at http://bankrupt.com/misc/ENNIS_COMMERCIAL_budget.pdf

Porterville, California-based Ennis Commercial Properties, LLC
filed for Chapter 11 bankruptcy protection on March 16, 2010
(Bankr. E.D. Calif. Case No. 10-12709).  Peter L. Fear, Esq., who
has an office in Fresno, California, assists the Company in its
restructuring effort.  The Company estimated its assets and debts
at $10,000,001 to $50,000,000.

An affiliate, Ennis Homes, Inc. (Case No. 09-10848) filed for
Chapter 11 on February 2, 2009.  Two other affiliates also filed
for Chapter 11 in 2009.


ENVIROSOLUTIONS: Seeks to Tap Duff & Phelps as Valuation Providers
------------------------------------------------------------------
BankruptcyData.com reports that the Official Committee of
Unsecured Creditors formed in the Chapter 11 case of
EnviroSolutions Holdings is seeking permission from the U.S.
Bankruptcy Court to retain Duff & Phelps as valuation service
providers.

The Creditors Committee proposes that the firm be paid at these
hourly rates:

     managing director at $730,
     director at $660,
     vice president at $525,
     senior associate at $385,
     analyst at $275 and
     administrative at $110.

                   About EnviroSolutions Holdings

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

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


EQUITY MEDIA: Wins Court Nod to Convert Case to Chapter 7
---------------------------------------------------------
American Bankruptcy Institute reports that bankruptcy judge James
G. Mixon has approved Equity Media Holdings Corp.'s motion to
convert its Chapter 11 case to a chapter 7 liquidation.  "At this
point, the Debtors see no possibility of a successful
reorganization, their postpetition 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," the Company said
in its motion to convert.

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., operated 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.


ERICKSON RETIREMENT: Enters Into Indemnity Pact With F&D
--------------------------------------------------------
Reorganized Erickson Retirement Communities entered into a General
Agreement of Indemnity in favor of Fidelity and Deposit Company of
Maryland.  At the request of the Debtors, F&D issued certain
commercial, subdivision and payment and performance bonds naming
the Debtors as principals on various projects.

The Debtors do not intend to assume all of the Open Bonds issued
by F&D.  Under the Fourth Amended Joint Plan of Reorganization,
those contracts that are not specifically assumed are deemed
rejected as of the April 30, 2010 Plan Effective Date.

For these reasons, the Reorganized Debtors and F&D entered into a
stipulation whereby:

  (1) The Reorganized Debtors intend to assume the Indemnity
      Agreement in connection with the Plan, and F&D does not
      object to that assumption.

  (2) The Parties agree that only the Bonds naming the
      Reorganized Debtors as principals on the order confirming
      the Plan are to be assumed.  F&D may cancel the Bonds
      deemed rejected under the Plan without further Court order
      and without additional notice to the Debtors, the Official
      Committee of Unsecured Creditors or any third party.  That
      provision does not apply to bonds issued by F&D naming
      non-debtor affiliated entities as principals.

F&D thus seeks Court approval of the Parties' Stipulation.

F&D assures the Court that the Parties' Stipulation does not
affect the rights of any non-debtor parties to bonds issued to
affiliated non-debtor entities.

                     About Erickson Retirement

The Baltimore, Maryland-based Erickson Retirement Communities LLC
owns 20 continuing care retirement communities in 11 states.
Among Erickson's 20 communities, eight are completed, 11 are open
although in construction, and one is in development.  They have
23,000 residents in total.

Erickson, along with affiliates, filed for Chapter 11 on Oct. 19,
2009 (Bankr. N.D. Tex. Case No. 09-37010).  DLA Piper LLP (US)
serves as counsel to the Debtors.  BMC Group Inc. serves as claims
and notice agent.  Houlihan, Lokey, Howard & Zoukin, Inc., is also
serving as investment and financial consultant.  Alvarez & Marsal
is serving as restructuring adviser.

As of September 30, 2009, on a book value basis, ERC had
approximately $2.7 billion in assets, including $2.2 billion of
property and equipment, and $3.0 billion in liabilities.
Liabilities include $195.8 million on the revolving credit,
$347.5 million on construction credit, $64 million in accounts
payable, $47.8 million in subordinate debt, and $475 million in
purchase option deposits.

Judge Stacey G.C. Jernigan of the U.S. Bankruptcy Court for the
Northern District of Texas confirmed Erickson's Plan of
Reorganization on April 16, 2010.  The confirmed Chapter 11 Plan
is premised on the $365 million sale of substantially all of the
Erickson Retirement assets to Redwood Capital Investments LLC and
its affiliates.  The Plan became effective effective on April 30,
2010.

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


ERICKSON RETIREMENT: Stipulation Modifying Injunction Approved
--------------------------------------------------------------
Before the Petition Date, Erickson Construction, LLC, acted as an
original contractor to Lincolnshire Campus, LLC, to provide
general contracting services in connection with the construction
and improvement for and upon premises owned by Lincolnshire known
as Renaissance Gardens at Sedgebrook, located at 20 Riverside
Road, in Lincolnshire, Illinois.

Sherman Mechanical, Inc., Service Drywall & Decorating, Inc., and
Superior Truss & Panel, Inc., each entered into an agreement with
Erickson Construction or one of its subcontractors, whereby the
suppliers agreed to provide labor and materials in connection
with the construction work at the Riverside Road Premises.

Sherman Mechanical, et al., assert that they are owed sums for
the labor and materials they furnished at the Riverside Road
Premises.

In order to protect their rights, the Lincolnshire Lien Claimants
recorded mechanic's liens and now wish to foreclose on those
mechanic's liens.  To enforce their lien rights, the Lincolnshire
Lien Claimants filed a lawsuit in the Circuit Court of the
Nineteenth Judicial Circuit, Lake County, Illinois.

As previously reported, the Reorganized Debtors and non-debtor
affiliates Lincolnshire Campus, and Naperville Campus entered
into a stipulation modifying the injunction under the Fourth
Amended Joint Plan of Reorganization solely to permit certain
parties to pursue their liens on the properties of the Two
Campuses.

Against this backdrop, the Lincolnshire Lien Claimants and the
Reorganized Debtors entered into another stipulation whereby:

  (1) The Plan Injunction is modified solely to permit the
      Lincolnshire Lien Claimants to enforce their State Court
      Mechanic's lien rights and remedies, if any, against the
      Riverside Premises in the Illinois Action.  Under the
      Illinois Action, the Lincolnshire Lien Claimants will be
      entitled to (1) include Erickson Construction as a party-
      defendant, (2) initiate and obtain discovery from Erickson
      Construction, and (3) do everything reasonably necessary
      to establish their lien claims against the Premises and
      obtain a judgment foreclosing their liens, including
      obtaining the necessary factual findings and legal
      determinations on the Lincolnshire Lien Claimants' claims
      against Erickson Construction; and

  (2) The Lincolnshire Lien Claimants will not seek any recovery
      from Erickson Construction in the Illinois Action and
      will not seek entry of any in personam judgment against
      Erickson Construction in the Illinois Action.

U.S. Bank National Association, as indenture trustee for
$137,145,000 Illinois Finance Authority Revenue Bonds Series
2007A and Series 2007B, reserves its rights in the U.S.
Bankruptcy Court for the Northern District of Texas or any other
court or forum with respect to the substantive claims asserted in
the Parties' Stipulation, including without limitation the
validity and priority of liens, if any, the Lincolnshire Lien
Claimants may seek to establish.

The Bankruptcy Court has approved the Stipulation.

                     About Erickson Retirement

The Baltimore, Maryland-based Erickson Retirement Communities LLC
owns 20 continuing care retirement communities in 11 states.
Among Erickson's 20 communities, eight are completed, 11 are open
although in construction, and one is in development.  They have
23,000 residents in total.

Erickson, along with affiliates, filed for Chapter 11 on Oct. 19,
2009 (Bankr. N.D. Tex. Case No. 09-37010).  DLA Piper LLP (US)
serves as counsel to the Debtors.  BMC Group Inc. serves as claims
and notice agent.  Houlihan, Lokey, Howard & Zoukin, Inc., is also
serving as investment and financial consultant.  Alvarez & Marsal
is serving as restructuring adviser.

As of September 30, 2009, on a book value basis, ERC had
approximately $2.7 billion in assets, including $2.2 billion of
property and equipment, and $3.0 billion in liabilities.
Liabilities include $195.8 million on the revolving credit,
$347.5 million on construction credit, $64 million in accounts
payable, $47.8 million in subordinate debt, and $475 million in
purchase option deposits.

Judge Stacey G.C. Jernigan of the U.S. Bankruptcy Court for the
Northern District of Texas confirmed Erickson's Plan of
Reorganization on April 16, 2010.  The confirmed Chapter 11 Plan
is premised on the $365 million sale of substantially all of the
Erickson Retirement assets to Redwood Capital Investments LLC and
its affiliates.  The Plan became effective effective on April 30,
2010.

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


ERICKSON RETIREMENT: Trustee Asks for Time for Claims Objections
----------------------------------------------------------------
Dan B. Lain, the appointed Liquidating Trustee under the Fourth
Amended Joint Plan of Reorganization of Erickson Retirement
Communities LLC and its debtor affiliates, ask Judge Jernigan to
extend the deadline by which he can file claim objections on
behalf of the Reorganized Debtors through January 21, 2012.

The Post-Confirmation Order dated April 21, 2010, issued by Judge
Jernigan required that objections to claims against the
Reorganized Debtors must be filed and served no later than
June 21, 2010.

The Liquidating Creditor Trust Agreement executed by the Official
Committee of Unsecured Creditors, Mr. Lain, Redwood-ERC Senior
Living Holdings LLC and the Reorganized Debtors provides that the
Liquidating Trustee has the responsibility and authority to
object to the allowance of claims.

Before filing claim objections, the Liquidating Trustee intends
to evaluate and categorize all claims consistent with the three
subclasses of unsecured claims described under the Plan and the
Liquidating Creditor Trust Agreement, Tricia R. DeLeon, Esq., at
Bracewell & Giuliani LLP, in Dallas, Texas --
tricia.deleon@bgllp.com -- relates.

The Liquidating Trustee anticipates that determining which claims
are proper claims will be a complex and lengthy process.

Ms. DeLeon notes that the Liquidating Trustee may also need to
evaluate some of the Reorganized Debtors' documents to aid in his
analysis of claims objections.  The Liquidating Trustee tells the
Court that he only learned on June 5, 2010, that the Reorganized
Debtors have about 500 computer servers and about 4,500 personal
computers, which could contain documents that need to be
reviewed.  The Liquidating Trustee says he still does not have
access to those documents as of June 17, 2010.

The Liquidating Trustee adds that he may also need to review
8,600 boxes of hard-copy documents in the Reorganized Debtors'
storage files, before he can accurately and fully determine what
claims objections are proper.

At the Liquidating Trustee's behest, the Court has scheduled an
expedited hearing on the Extension Motion for June 21, 2010.

                     About Erickson Retirement

The Baltimore, Maryland-based Erickson Retirement Communities LLC
owns 20 continuing care retirement communities in 11 states.
Among Erickson's 20 communities, eight are completed, 11 are open
although in construction, and one is in development.  They have
23,000 residents in total.

Erickson, along with affiliates, filed for Chapter 11 on Oct. 19,
2009 (Bankr. N.D. Tex. Case No. 09-37010).  DLA Piper LLP (US)
serves as counsel to the Debtors.  BMC Group Inc. serves as claims
and notice agent.  Houlihan, Lokey, Howard & Zoukin, Inc., is also
serving as investment and financial consultant.  Alvarez & Marsal
is serving as restructuring adviser.

As of September 30, 2009, on a book value basis, ERC had
approximately $2.7 billion in assets, including $2.2 billion of
property and equipment, and $3.0 billion in liabilities.
Liabilities include $195.8 million on the revolving credit,
$347.5 million on construction credit, $64 million in accounts
payable, $47.8 million in subordinate debt, and $475 million in
purchase option deposits.

Judge Stacey G.C. Jernigan of the U.S. Bankruptcy Court for the
Northern District of Texas confirmed Erickson's Plan of
Reorganization on April 16, 2010.  The confirmed Chapter 11 Plan
is premised on the $365 million sale of substantially all of the
Erickson Retirement assets to Redwood Capital Investments LLC and
its affiliates.  The Plan became effective effective on April 30,
2010.

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


EXOPACK HOLDING: Moody's Affirms 'B2' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service affirmed the B2 Corporate Family and
Probability of Default ratings of Exopack Holding Corporation and
assigned a B3 rating to the company's new $95 million unsecured
term loan.  The proceeds of the $95 million unsecured term loan
will be used to finance the acquisition of two facilities from
Bemis Company, Inc.  Moody's also affirmed Exopack's SGL-3
speculative grade liquidity rating and stable rating outlook.

The B2 Corporate Family Rating reflects Exopack's concentration in
the less cyclical food market, increasing scale with the ACM
acquisition, long-standing relationships with a diversified
customer base and the large percentage of business under long-term
contracts with cost pass-through provisions.  Pro forma for the
ACM acquisition, Exopack's share of food and specialty packaging
will increase to 43% of sales from about one-third in 2009.  The
acquisition will add higher margin product lines, particularly in
cheese packaging.  Additional sales and EBITDA are expected to
keep Exopack's credit metrics in line with the rating category
despite an increase in debt to finance the acquisition.

The ratings are constrained by weak free cash flow for the rating
category and slow recovery in organic volumes, particularly in
building products markets.  The rating is also constrained by
exposure to cyclical end markets, certain contractual cost pass-
through provisions and the competitive industry environment.
Exopack's volumes fell 12% in 2009 and some segments continue to
experience volume declines in 2010.

Exopack's SGL-3 liquidity rating reflects Moody's expectations
that the company will maintain an adequate liquidity profile
relative to its cash needs over the next twelve months.  The
stable outlook anticipates that Exopack will maintain credit
metrics within the rating category despite the debt-financed
acquisition and flat organic volume growth.

Moody's took these rating actions:

* Assigned $95 million unsecured term loan due 2014, B3 (LGD 4,
  66%).

* Affirmed $220 million senior unsecured notes due 2014, B3 (LGD4,
  66% from LGD4, 69%)

* Affirmed Corporate Family Rating, B2

* Affirmed Probability of Default Rating, B2

* Affirmed Speculative Grade Liquidity Rating, SGL-3

The rating outlook is stable.

The ratings are subject to receipt and review of the final
documentation and predicated upon the company's success in
obtaining finalization of the proposed amendment to the credit
facility (not rated by Moody's).

Moody's last rating action on Exopack occurred on January 31,
2008, when Moody's affirmed the company's B2 corporate family
rating and a stable ratings outlook.

Exopack Holding Corporation, headquartered in Spartanburg, SC,
manufactures paper and plastic flexible packaging for food &
beverage, pet, agricultural, building, lawn, mineral, medical, and
electronics products.  Exopack is indirectly owned by an affiliate
of Sun Capital Partners Group, Inc. The company operates 17
manufacturing facilities located primarily in the US and Canada
and had revenues for the twelve months ended March 31, 2010 of
$667 million.


EXOPACK HOLDING: S&P Raises Corporate Credit Rating to 'B'
----------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Spartanburg, S.C.-based Exopack Holding Corp. to
'B' from 'B-'.  The outlook is stable.

At the same time S&P assigned a 'B' rating and a '4' recovery
rating to the company's proposed $95 million senior unsecured term
loan maturing on Feb. 1, 2014.  The '4' recovery rating indicates
S&P's expectation for average (30%-50%) recovery in the event of a
payment default.

S&P also raised the rating on the company's existing $220 million
11.25% senior notes due 2014 to 'B' from 'B-'.  The recovery
rating remains unchanged at '4', indicating S&P's expectation for
average (30%-50%) recovery in the event of a payment default.

"The upgrade reflects Exopack's progress toward strengthening its
financial profile," said Standard & Poor's credit analyst Henry
Fukuichi.  It also follows the announcement of the company's
proposed acquisition of Alcan's cheese and meat business in a
debt-financed transaction valued at approximately $90 million,
including $9 million of assumed capital leases.  If completed as
proposed, S&P expects the transaction and related financing,
consisting of the $95 million of unsecured term loans, to result
in improved profitability and slightly stronger credit metrics
during the next two years.

Pro forma for the transaction as of March 31, 2010, including
about $7.6 million in targeted synergies, S&P expects leverage to
improve to approximately 5.0x from 5.9x.  (Pro forma leverage
excluding the synergies is approximately 5.3x.).

"In S&P's view," added Mr. Fukuichi, "this acquisition should
support higher overall margins and profitability for the company
and is consistent with Exopack's long-term strategy of generating
more revenue from value-added products." The upgrade also reflects
S&P's view that ongoing cost-reduction efforts, operational
improvements, favorable raw material pass-through mechanisms, and
volume improvement should continue to support predictable
operating results.

Exopack expects the acquisition to add an incremental $135 million
in sales and $32 million in EBITDA on an annualized basis.  The
$32 million in EBITDA incorporates approximately $7.6 million of
expected synergies from procurement and sales and administrative
efficiencies.  The acquisition will also provide complementary
product lines to Exopack's existing Food & Specialty Packaging
segment.  The proposed acquisition is subject to regulatory
approval and includes the two U.S. manufacturing facilities
acquired from Bemis Co., which regulators ordered in February to
divest the assets as part of Bemis' acquisition of Alcan Packaging
Food Americas.  The two facilities focus on the production of
plastic packaging for retail natural cheese and shrink bags for
fresh red meat.


FFU2 LLC: Case Summary & 16 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: FFU2, LLC
        4075 S. Durango Dr., #111 PMB 84
        Las Vegas, NV 89147

Bankruptcy Case No.: 10-21451

Chapter 11 Petition Date: June 19, 2010

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Mike K. Nakagawa

Debtor's Counsel: Ambrish S. Sidhu, Esq.
                  Sidhu Law Firm
                  810 S. Casino Center Blvd., Suite 104
                  Las Vegas, NV 89101
                  Tel: (702) 384-4436
                  Fax: (702) 384-4437
                  E-mail: asidhu@sidhulawfirm.com

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

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

A list of the Company's 16 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nvb10-21451.pdf

The petition was signed by Chris Lattanzio, manager.


FITNESS HOLDINGS: Case Converted to Chapter 7 Liquidation
---------------------------------------------------------
The Hon. Barry Russell of the U.S. Bankruptcy Court for the
Central District of California converted Fitness Holdings
International, Inc.'s Chapter 11 case to one under Chapter 7 of
the Bankruptcy Code.

As reported in the Troubled Company Reporter on March 23, 2010,
the U.S. Trustee for Region 16 sought for the dismissal or
conversion of the Debtor's case to one under Chapter 7, citing
that the Debtor failed to comply with the reporting requirements
of the Office of the U.S. Trustee.

Long Beach, California-based Fitness Holdings International, Inc.,
sells treadmills, cross-trainers, and exercise bikes for home use.
The Company does business as Busy Body Home Fitness, OMNI Fitness
Equipment and LA Gym Equipment.

The Company filed for Chapter 11 protection on Oct. 20, 2008
(Bankr. C. D. Calif. Case No. 08-27527).  David S. Kupetz, Esq.,
at SulmeyerKupetz, A Professional Corporation, represents the
Company in its restructuring effort.  The Company estimated assets
and debts of $10 million to $50 million in its bankruptcy
petition.


GARLOCK SEALING: EnPro Has Preliminary Injunction on Suits
----------------------------------------------------------
Bill Rochelle at Bloomberg News reports that U.S. Bankruptcy Judge
George R. Hodges signed a preliminary injunction on June 21
stopping asbestos lawsuits not only against Garlock Sealing
Technologies LLC and the two affiliates in bankruptcy but also
halting suits against the parent EnPro Industries Inc. and 65
affiliates not in bankruptcy.  The new injunction will last until
confirmation of a Chapter 11 plan dealing with present and future
asbestos claims.  There were no objections to the injunctions.

                      About EnPro Industries

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

                      About Garlock Sealing

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

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

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

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


GENERAL GROWTH: Seeks Approval of Safeco Surety Facility
--------------------------------------------------------
General Growth Properties Inc. seeks the Court's permission to
enter into a postpetition surety facility and assume an indemnity
agreement with Safeco Insurance Company of America.

Before the Petition Date, Safeco issued various surety bonds to
certain of the Debtors.  The Safeco Prepetition Bonds enabled the
Debtors to comply with the licensing requirements of state and
local governments, and other contractual obligations with third
parties that are required for certain of the Debtors' business
operations.  The aggregate penal amount of all of the bonds
issued by Safeco for the Debtors as of the Petition Date was
$33,846,567.

In January 2005, GGP and certain of its subsidiaries and
affiliates executed a general agreement of indemnity in favor of
Safeco.  Under the GGP Indemnity Agreement, the Debtors agree to
pay to Safeco these sums:

  (a) all loss and expense, including reasonable attorneys'
      fees;

  (b) an amount sufficient to discharge any claim made against
      Safeco on the Safeco Prepetition Bonds; and

  (c) all premiums due for the Safeco Prepetition Bonds until
      the time as Safeco is discharged from liability under the
      Safeco Prepetition Bonds.

By an agreement in December 2008, GGP agreed to post $4 million
in cash collateral with Safeco in consideration of Safeco's
agreement to continue to provide surety credit and keep the
Safeco Prepetition Bonds in effect.  GGP paid $3 million of the
cash collateral in December 2008 and the remaining $1 million in
January 2009.

In December 2009, Safeco filed a request seeking relief from the
automatic stay to permit cancellation of the Safeco Prepetition
Surety Bonds asserting that the bonds are financial
accommodations that cannot be assumed by the Debtors.

To resolve the issues between the parties, the Debtors and Safeco
entered into the Surety Facility, the salient terms of which are:

  * Safeco will hold cash collateral of the lesser of 25% of the
    aggregate penal sum of the Safeco Prepetition Bonds or
    $2,585,469 -- the Collateral Balance -- from which it will
    reduce reasonable attorneys' fees, costs and expenses
    incurred by Safeco in the Debtors' Chapter 11 cases before
    the date of entry an order on the Surety Facility.  The
    principals of the Safeco Prepetition Bonds and their
    indemnitors will replenish collateral, as it is used, to
    maintain the Collateral Balance.

  * In consideration of the Surety Facility and Safeco's
    agreement to issue two performance bonds for $700,000 and
    $1,300,000 on behalf of HRD, a non-debtor subsidiary of GGP,
    the Debtors or HRD are required to post cash or cash
    equivalent collateral in the amount of 25% of the penal
    amounts of those two bonds -- HRD Collateral.

  * Safeco will provide additional surety credit to non-debtor
    subsidiaries of the Debtors, up to an aggregate amount of
    $5 million of bonds, which aggregate amount includes the bonds
    issued on behalf of HRD, provided that the Debtors or that
    subsidiary for which the bond is issued, post collateral in
    an amount of 85% of the penal amount of the bond or bonds
    issued, or lesser amount of collateral with the amount of
    that collateral to be determined in accordance with Safeco's
    usual and customary underwriting standards.  Safeco reserves
    the right to decline to issue any bond or bonds requested in
    accordance with Safeco's customary underwriting practices.

  * GGP will assume the GGP Indemnity Agreement and HRD will
    enter into an indemnity agreement with Safeco upon terms
    substantially similar to the GGP Indemnity Agreement.

  * The Collateral Balance and the Postpetition Collateral can
    be used by Safeco to any losses incurred on any of the bonds
    issued on behalf of the Debtors and for any obligations of
    the Debtors arising under the GGP Indemnity Agreement.  The
    collateral securing Non-Debtor Bonds will apply only to
    secure those Non-Debtor Bonds, and the HRD Collateral will
    apply only to the HRD Bonds.

  * Safeco will release the collateral posted by GGP or the
    Debtors to it in accordance with the Surety Facility.

  * Safeco will keep the Safeco Prepetition Bonds in effect for
    a period of 18 months after the date of the order approving
    Surety Facility, and will not take any action, whether
    directly or indirectly, to cancel or terminate those bonds
    unless the Debtors request any Safeco Prepetition Bond be
    cancelled or not renewed.

  * The Debtors will waive their right to bring an action under
    Section 544, 547, or 548 of the Bankruptcy Code relating to
    the Prepetition Collateral or the Collateral Balance.

  * Safeco will be entitled to an administrative expense claim
    under Section 503(b) of the Bankruptcy Code, against the
    Debtor that is a principal of a Safeco Prepetition Bond or
    Safeco Postpetition Bond for any losses, expenses or fees
    Safeco incurs arising from the failure of any party
    providing indemnity agreement to Safeco under the Surety
    Facility to fulfill their indemnity obligations to Safeco.

  * In the event of a failure to maintain the Collateral
    Balance, Safeco will be entitled to a priority claim under
    Section 507(b) of the Bankruptcy Code against GGP should the
    failure of GGP to maintain the Collateral Balance gives rise
    to surety losses.

  * The automatic stay is modified solely to permit Safeco to
    pursue remedies after an Event of Default that remains
    uncured as provided in the Surety Facility.

Stephen Youngman, Esq., at Weil, Gotshal & Manges LLP, in New
York, stresses that if Safeco canceled the bonds and returned the
cash collateral to the Debtors, the Debtors would be required to
seek surety credit from another company that could require
additional collateral and other terms more burdensome to the
Debtors than the terms proposed by Safeco.  He insists that the
continuation and implementation of the Surety Facility is the
most cost effective and administratively efficient alternative
available to the Debtors.

At the Debtors' behest, the Court shortened the notice period with
respect to the Surety Facility Motion and scheduled a hearing to
consider the Surety Facility Motion for June 23, 2010.  Objections
are due June 18.

                       About General Growth

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

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

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


GENERAL GROWTH: Simon No Longer Keen on Submitting Bid for Assets
-----------------------------------------------------------------
Simon Property Group Inc. Chairman and Chief Executive Officer
David Simon said during a presentation Thursday at a conference
hosted by the National Association of Real Estate Investment
Trusts in Chicago that the largest U.S. mall owner will not make
another bid for rival General Growth Properties Inc., The Wall
Street Journal's Kris Hudson and A.D. Pruitt reported.

"I stand by what I said: We have moved on," the Journal said
quoting Mr. Simon.

Simon, which owns 321 retail properties in the U.S., dropped its
final $33.5 billion buyout offer for General Growth on May 7 when
General Growth opted instead for a recapitalization plan led by
Brookfield Asset Management Inc.  General Growth, based in
Chicago, is the second largest U.S. mall owner with 204
properties.  General Growth intends to exit bankruptcy later this
year as a standalone company with Brookfield and other investors
as major shareholders.

The Journal noted Mr. Simon as saying that General Growth never
was interested in selling itself even as it solicited
recapitalization and buyout offers in recent months.  "The
management and board actions certainly indicate to me that the
company's not for sale," Mr. Simon said, according to the Journal.
"It would have been nice to know that sooner.  But we're big boys.
That's life."

A General Growth representative on Thursday declined to comment on
Mr. Simon's remarks, the Journal said.

                       About General Growth

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

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

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


GENERAL MOTORS: In Talks for Auto Loan Financing
------------------------------------------------
The Wall Street Journal's Sharon Terlep, citing people familiar
with the situation, reports that General Motors Co. is in talks
with financial institutions to broaden the availability of auto
loans, a strategy that for now sets aside any plans to acquire its
own lending arm.  GM has had trouble providing loans to more
consumers, particularly those with weaker credit history, and
views this as a barrier to winning back U.S. market share.

GM is looking to become more attractive on Wall Street ahead of an
initial public stock offering expected later this year.  GM --
majority-owned by the U.S. government -- plans to update stock
analysts Tuesday on its finances and outlook.

GM sold control of its GMAC LLC finance arm three year ago, making
it one of the few major vehicle sellers in the U.S. market without
an in-house lender.

Sources told the Journal that GM executives believe that entering
into deals with other lenders such as major banks won't provide
the same boost GM would receive with its own finance company, but
see it as a step toward eliminating the disadvantage.

Sources told the Journal GM expects to continue its relationship
with GMAC, now known as Ally Financial Inc., but the auto maker
will look to other lenders to fill gaps where it feels GMAC hasn't
been as willing to make loans, such as in subprime lending and
leasing.

The approach diminishes the possibility that GM will start its own
finance company or try to regain control of GMAC's auto-lending
business, two options the Detroit company studied in recent
months.  Ally wasn't interested in such a deal, the people
familiar with the matter said, according to the Journal.

GM dealers have complained that they are forced to turn away some
customers because of an inability to tap financing.

In working with other lenders, GM is looking in part to expand
loans to riskier buyers.

The availability of financing for GM customers improved after
GMAC, through the bailout of the banking industry, received $16.3
billion in government loans.  GMAC, now controlled by the U.S.,
played a key role in helping stabilize GM and Chrysler Group LLC,
which also relies on GMAC for customer financing.

                        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)


GENERAL MOTORS: To File IPO Documents as Early as Next Week
-----------------------------------------------------------
David Shepardson, writing for The Detroit News, relates General
Motors Co. plans to file as early as next week a detailed
statement outlining its proposed initial public stock offering,
according to officials familiar with the planning.  The
registration statement also will announce that Morgan Stanley and
JPMorgan Chase & Co. will be lead underwriters for the sale of
part of the U.S. government's 60.8% stake in GM.  The sale could
take place before the November election.

Detroit News, citing one U.S. Treasury Department official, says
the two banks, and smaller underwriters, are expected to share a
fee for handling the sale, which could range from $75 million to
$150 million based on the stock sold -- lower than most IPOs.

"General Motors is going to have an IPO," White House chief of
staff Rahm Emanuel told ABC in an interview this week, according
to Detroit News.  "We're righting an industry that was not doing
itself, or the American people or its workers, the right thing."
The Treasury also has hired New York investment bank Lazard FrŠres
& Co. to advise it on GM's stock offering.

Detroit News says the initial selling price will provide an early
snapshot of how much taxpayers will recoup from their $50 billion
rescue of the automaker.  By some estimates, taxpayers could lose
$10 billion or more on the bailout.

The report recalls Treasury Secretary Timothy Geithner said
Tuesday the IPO would come in the fourth quarter or early next
year.  He also said the government's projected losses on the auto
industry bailout continue to narrow.

The Treasury swapped $43 billion of its $50 billion bailout for
60.8% of GM, and holds $2.1 billion in preferred shares.  Detroit
News relates some Wall Street analysts predict the government will
sell a third of its stake -- roughly 100 million of its 500
million GM shares -- in an initial sale.  The report says the
first sale could raise between $10 billion and $15 billion or
more, which would put it among the three largest IPOs in history.
One Treasury official said a GM stock sale could raise more than
$20 billion and could end up as the largest IPO in history.

                        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)


GMAC INC: Apollo, Other Firms Check ResCap Books for Possible Bids
------------------------------------------------------------------
Shasha Dai at Dow Jones LBO Wire reports that people familiar with
the situation said Apollo Management LP is among a handful of
private-equity suitors for Residential Capital LLC, the home-
mortgage unit of the former GMAC Inc.  The sources said other
bidders for ResCap include Carlyle Group and Blackstone Group LP,
which are conducting due diligence as a team.

Several private-equity firms have reviewed the company's books.
Some decided to pass.  People familiar with the matter said a deal
isn't certain.

According to Dow Jones, one investor, who kicked the tires of
ResCap but passed, said finding warehouse-lending facilities for
ResCap's origination activity is challenging given the instability
of credit markets.  Warehouse lending allows lenders like ResCap
to borrow from banks to fund loan origination.  "Getting financing
is going to be tough for origination going forward. (ResCap) needs
a tremendous amount of liquidity," this investor said.

"In the old world, it was a very well-run franchise. In the new
world, the question is: Can you make money originating (mortgage)
loans and is there appetite for providing warehouse facilities?"

As reported by the Troubled Company Reporter on April 26, 2010,
sources told The New York Post that the U.S. Treasury is
considering sweeteners, including government-funded guarantees, to
lure offers for GMAC's Residential Capital division.  The Post's
Josh Kosman said the Treasury is frustrated by the pace of the
sale of ResCap.  The Post says the government guarantees could be
in the form of capping ResCap's liabilities.

The TCR on March 17, 2010, citing Bloomberg News, said GMAC hired
Citigroup Inc. and Goldman Sachs Inc. to explore options for
repaying bailout funds received under the U.S. government's TARP.
According to Bloomberg, citing a person briefed on the matter,
Goldman will help GMAC examine repayment strategies and both banks
will assist GMAC in reviewing options for its money-losing
mortgage unit.  The U.S. Treasury has invested $17.2 billion in
GMAC through the TARP.

Accoding to The Post, the sale process has hit a wall, sources
said, because suitors are turned off by a guarantee that ResCap
made to Fannie Mae and Freddie Mac to buy back loans sold to them
after early 2007 that were determined to have been underwritten
using fraudulent documents or had defaulted shortly after being
originated.  The Post said ResCap has sold hundreds of billions of
loans to Fannie and Freddie, and ResCap has been forced to eat
some of the bad loans.  According to the Post, would-be suitors
fear that if either Fannie or Freddie accelerated the buyback
action, it would wipe out their investment.  ResCap has just
$1 billion in reserves to cover these guarantees, the Post noted.

According to the TCR on April 14, 2010, Aparajita Saha-Bubna at
Dow Jones Newswires reported that GMAC CEO Michael A. Carpenter
said in an interview that GMAC doesn't expect ResCap to file for
bankruptcy.

                            About GMAC

GMAC Inc. -- http://www.gmacfs.com/-- is a bank holding company
with 15 million customers worldwide.  GMAC's business operations
include automotive finance, mortgage operations, insurance and
commercial finance.  The company also offers retail banking
products through its online bank, Ally Bank.  As of December 31,
2009, GMAC had approximately $172 billion in assets.

GMAC Inc. was founded in 1919 as a wholly owned subsidiary of
General Motors Corporation.  On November 30, 2006, General Motors
Corporation sold a 51% interest in the Company to FIM Holdings
LLC, an investment consortium led by Cerberus FIM Investors, LLC,
the sole managing member.  On December 24, 2008, the Board of
Governors of the Federal Reserve System approved the Company's
application to become a bank holding company under the Bank
Holding Company Act of 1956, as amended.  In connection with this
approval, GM and FIM Holdings  were required to significantly
reduce their voting equity ownership interests in GMAC.  These
reductions in ownership occurred in 2009.

Ally Bank, a unit of GMAC Financial Services, is an online U.S.
bank that provides an array of products, including online savings
accounts, money-market savings accounts and a variety of no
penalty certificates of deposit.  The bank was founded on three
core values: talking straight, doing what's right and being
obviously better than the competition.  Ally Bank's total assets
were $42.5 billion at the end of the second quarter of 2009.

Headquartered in Minneapolis, Minnesota, Residential Capital LLC
-- http://www.rescapholdings.com/-- is the home mortgage unit
of GMAC Financial Services, which is in turn wholly owned by GMAC
LLC.

                         *     *     *

For the 2009 full year, GMAC reported a net loss of $10.3 billion,
compared to net income of $1.9 billion in 2008.  GMAC reported
that as of Dec. 31, 2009, it had $172.306 billion in total assets
and total debt of $98.313 billion.

GMAC says there is substantial doubt about ResCap's ability to
continue as a going concern.  GMAC says that should ResCap file
for bankruptcy, its investment related to ResCap's equity position
would likely be reduced to zero.

Dow Jones notes GMAC has received $16.3 billion of federal aid as
part of an effort to avoid bankruptcy.  It converted into a bank-
holding company at the end of 2008 to help make it through the
financial crisis.

In February 2010, Moody's Investors Service upgraded the senior
unsecured rating of GMAC and GMAC-supported subsidiaries to B3
from Ca, with a stable rating outlook.  At the end of January,
Standard & Poor's Ratings Services raised its long-term
counterparty credit rating on both GMAC and Residential Capital to
'B' from 'CCC'.


GREAT NEIGHBORHOODS: Files for Chapter 11 as Projects Stalled
-------------------------------------------------------------
Great Neighborhoods! Development Corp. filed for Chapter 11
bankruptcy protection on June 21 in Minneapolis, Minnesota (Bankr.
D. Minn. Case No. 10-44648).  The petition says that assets and
debts range from $1 million to $10 million.

Burl Gilyard at Finance&Commerce reports that the Company cited
holding costs related to sites it owns along West Broadway Avenue
in north Minneapolis where its redevelopment efforts have stalled.
According to the report, the company paid $3 million for the site
at 800 W. Broadway Avenue in December 2007.  It currently owes
more than $52,000 in taxes on the site.

Great Neighborhoods! Development Corp. is a non-profit developer.

The Debtor is represented by:

   Will R. Tansey, Esq.
   Ravich Meyer Kirkman McGrath & Nauman
   4545 IDS Center
   80 South Eighth Street
   Minneapolis, MN 55402
   Tel: 612-317-4760
   Fax: 612 332-8302
   E-mail: wrtansey@ravichmeyer.com


GREENSHIFT CORP: Inks Deals With YA Global to Reduce Debts
----------------------------------------------------------
GreenShift Corporation and its subsidiaries signed a series of
agreements with YA Global Investments L.P. to reduce and
restructure GreenShift's convertible debt to YA Global.

The agreements call for the creation of a joint venture entity, YA
Corn Oil Systems, LLC, into which GreenShift has agreed to
transfer up to five GreenShift-owned corn oil extraction
facilities based on GreenShift's patented and patent-pending
technologies.  In exchange, YA Global has agreed to reduce up to
$11,700,000 of the convertible debt issued by GreenShift to YA
Global.  GreenShift will also receive a 20% equity stake in the
Joint Venture Company and the right to receive 20% of the Joint
Venture Company's distributable cash upon the realization by the
Joint Venture Company of a 20% internal rate of return on its
invested capital.

GreenShift further agreed to provide management services to the
Joint Venture Company for the ongoing operation and maintenance of
the transferred extraction facilities in exchange for certain
management and brokerage fees, as well as earnings-based
performance bonuses to be paid in the form of up to another
$6,000,000 in reduction of GreenShift's convertible debt YA
Global.

If all of the contemplated transfers are completed, GreenShift's
convertible debt due to YA Global will be reduced from about $42
million to about $30 million.  This amount can be reduced further
down to about $24 million upon realization by GreenShift of the
performance bonuses noted above. In addition, the maturity date
for the remaining convertible debt due from GreenShift to YA
Global will be extended from March 31, 2011 to December 31, 2012.

A full-text copy of the Agreement to Accept Collateral in
Satisfaction of Obligation dated June 17, 2010, is available for
free at:

                http://ResearchArchives.com/t/s?653f

A full-text copy of the First Amendment to Global Forbearance
Agreement dated June 17, 2010, is available for free at:

                http://ResearchArchives.com/t/s?6540

A full-text copy of the Ratification and Amendment Agreement dated
June 17, 2010, is available for free at:

                http://ResearchArchives.com/t/s?6541

A full-text copy of the Global Guaranty Agreement dated June 17,
2010, is available for free at:

                http://ResearchArchives.com/t/s?6542

A full-text copy of the Global Security Agreement dated June 17,
2010, is available for free at

                http://ResearchArchives.com/t/s?6543

A full-text copy of the Third Amendment to Intellectual Property
Security Agreement dated June 17, 2010, is available for free at:

                http://ResearchArchives.com/t/s?6544

                    About Greenshift Corporation

Headquartered in New York, GreenShift Corporation develops and
commercializes clean technologies designed to integrate into and
leverage established production and distribution infrastructure to
address the financial and environmental needs of its clients by
decreasing raw material needs, facilitating co-product reuse, and
reducing waste and emissions.

Rosenberg Rich Baker Berman & Company expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has suffered losses
from operations and has a working capital deficiency as of
December 31, 2009.


GTC BIOTHERAPEUTICS: Cuts Workforce by 50 as Part of Restructuring
------------------------------------------------------------------
GTC Biotherapeutics said it implemented a restructuring of its
operations that resulted in a downsizing of approximately 30 full-
time positions at its headquarters and an additional 20 positions
at its farm facility.  The Company undertook this workforce
reduction as part of an initiative to narrow its strategic and
operational focus and significantly decrease its on-going
financial resource requirements.

The Company said it estimates that the total restructuring
expenses to be incurred in connection with the workforce
reduction, including cash expenditures associated with severance
pay, will be approximately $2.6 million, of which approximately
40% is expected to be paid in 2011.  The Company anticipates that
this restructuring charge will result in a cost savings of
approximately $8 to 9 million per year.  The estimate of cost
savings and cash expenditures that the Company expects to incur
and the estimated restructuring expense are subject to a number of
assumptions, and actual results may differ.

                     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.


GUARANTY FINANCIAL: In Talks with FDIC and WTC on Plan
------------------------------------------------------
Guaranty Financial Group Inc., et al., ask the U.S. Bankruptcy
Court for the Northern District of Texas to extend their exclusive
periods to file and solicit acceptances for the proposed Plan of
Reorganization until October 18, 2010, and December 17,
respectively.

The Debtors say they are still in negotiations with the Federal
Deposit Insurance Corporation -Receiver and Wilmington Trust
Company to resolve all of the issues raised in the stay motion and
that will allow the Debtors to move forward with a consensual plan
of liquidation.

This is Debtors' third request for an extension.

                     About Guaranty Financial

Guaranty Financial Group Inc. -- http://www.guarantygroup.com/--
is based in Dallas, Texas.  Guaranty Financial is a unitary
savings and loan holding company. The Company's primary operating
entities are Guaranty Bank and Guaranty Insurance Services, Inc.
Guaranty Financial filed for bankruptcy after the Guaranty bank
was seized by regulators and sent to receivership under the
Federal Deposit Insurance Corporation.  Before the bank was taken
over, the balance sheet of the holding company had $15.4 billion
in assets as of Sept. 30, 2008.

Guaranty Financial together with affiliates filed for Chapter 11
on Aug. 27, 2009 (Bankr. N.D. Tex. Case No. 09-35582).  Attorneys
at Haynes & Boone, LLP, represent the Debtors.  According to the
schedules attached to its petition, the Company has assets of at
least $24,295,000, and total debts of $323,413,428, including
$305 million in trust preferred security.


HARBORWALK LP: Filing of Reorganization Plan Now Until July 23
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
extended Harborwalk, LP, et al.'s exclusive periods to
file and solicit acceptances for the proposed Plan of
Reorganization until July 23, 2010, and September 21, 2010,
respectively.

The Debtors would use the extension to negotiate with their
secured lender to reach a settlement that may facilitate a
consensual plan.

Hitchcock, Texas-based Harborwalk LP is the developer of a 380-lot
master planned community on West Galveston Bay in Texas.  The
project was begun in 2002, and 275 lots were sold.  The property
was damaged by Hurricane Ike in September 2008.  The project
includes a yacht club and a 150-slip marina.

The Company and its affiliates filed for Chapter 11 on January 30,
2010, (Bankr. S.D. Tex. Lead Case No. 10-80043.)  Marcy E. Kurtz,
Esq. at Bracewell & Giuliani LLP assists the Debtors in their
restructuring efforts.  In their petition, the Debtors listed
assets and debts both ranging from $10,000,001 to $50,000,000.


HARRAH'S ENTERTAINMENT: Court Okays Purchase of Thistledown
-----------------------------------------------------------
Dow Jones Daily Bankruptcy Review reports that Harrah's
Entertainment Inc.'s $43 million acquisition of the Thistledown
racetrack cleared bankruptcy court Thursday, when a judge approved
results of a recent auction.

                   About Harrah's Entertainment

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

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

                           *     *     *

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

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

HELLER EHRMAN: Unsecureds May Now Recover Up to 68% of Claims
-------------------------------------------------------------
The Hon. Dennis Montali of the U.S. Bankruptcy Court for the
Northern District of California will consider Heller Ehrman, LLP's
Plan of Liquidation on July 6, 2010, at 1:30 p.m.  The hearing
will be held at the Bankruptcy Court, 235 Pine Street, 22nd Floor,
San Francisco, California.

The May 14 Plan provides for the liquidation of the Debtor's
remaining assets, the winding up of its affairs and the payment of
liabilities through distributions under the Plan.  Post-
confirmation, the Debtor will be managed by a Plan Administrator,
subject to the oversight and approval of the Official Committee of
Unsecured Creditors, which may have few as one member as time
passes, who will complete the process of liquidating the Debtor's
assets, including overseeing the prosecution of certain causes of
action against third parties, the recoveries of which may inure to
the benefit of Creditors.  The Plan Administrator will also be in
charge of making distributions to creditors.

Payments under the will be funded through a combination of: (1)
the proceeds of causes of actions against third parties; (2) the
Debtor's cash on hand at confirmation, and (3) a $3,000,000 exit
financing facility provided by the six partners that hold an
equity interest in the Debtor (Heller Ehrman (California), Heller
Ehrman White & McAuliffe (Washington), P.S, Heller Ehrman White &
McAuliffe (Oregon), P.C., Heller Ehrman (Alaska), P.C., Heller
Ehrman (New York), and Heller Ehrman (China), P.C.

                        Treatment of Claims

   Class                          Estimated Percentage Recovery
   -----                          -----------------------------
4 - Secured Claims of Bank of                100%
    America and Citibank

5 - Secured Claim of MPC                     100%

6 - Insured Malractice Claims                100%

7 - Unsecured Claims                       22% - 68%

8 - Subordinated Biggers Unsecured Claims      0%

9 - Subordinated Former Shareholder Claims     0%

10 - Interests                                 0%

As reported in the Troubled Company Reporter on April 30, the
Debtor's Plan provided for a 23% to 65% estimated percentage
recovery on account of the unsecured claims.

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

                     About Heller Ehrman, LLP

Headquartered in San Francisco, California, Heller Ehrman, LLP
-- http://www.hewm.com/-- was an international law firm of more
than 730 attorneys in 15 offices in the United States, Europe, and
Asia.  The firm filed a voluntary petition under Chapter 11 of the
Bankruptcy Code on December 28, 2008 (Bankr. N.D. Calif., Case No.
08-32514).  Members of the firm's dissolution committee led by
Peter J. Benvenutti approved a plan dated September 26, 2008, to
dissolve the firm.

The Hon. Dennis Montali presides over the case.  John D. Fiero,
Esq., and Miriam Khatiblou, Esq., at Pachulski, Stang, Ziehl,
Young and Jones, represent the Debtors as counsel.  Thomas A.
Willoughby, Esq., at Felderstein Fitzgerald Willoughby & Pascuzzi
LLP, represents the official committee of unsecured creditors of
the Debtor.  The firm listed assets and debts between $50 million
and $100 million each in its bankruptcy petition.  According to
reports, the firm still has roughly $63 million in assets and 54
employees at the time of its filing.


HOME INTERIORS: Ch. 11 Trustee's Liquidation Plan Wins Court OK
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
confirmed the Chapter 11 trustee's Plan of Liquidation for Home
Interiors & Gifts, Inc., et al.

As reported in the Troubled Company Reporter on April 9, 2010,
according to the amended Disclosure Statement, the Plan
contemplates the formation of a creditor trust to maintain and
hold professional fee reserve and wind-up reserve, consolidate the
Debtors, and distribute funds in accordance to the Plan.  All
assets of the Debtors and their estate will be transferred to and
vest in the creditor trust.

                        Treatment of Claims

Class 1 - Secured claims of the prepetition lenders will retain
          their liens on all remaining pre- and post-petition
          collateral securing their claims.  The creditor trust
          trustee will remit to the prepetition agent 79.92% of
          the proceeds from the collection of any collateral.

Class 2 - Other secured claims will will receive either i)
          conveyance of its collateral; ii) payment in cash in the
          amount of the allowed claim; or iii) other treatment as
          may be agreed to by the holder and the creditor trust
          trustee.  The Plan did not provide for the estimated
          percentage recovery by holders of other secured claims.

Class 3 - General unsecured claims will share in the same pool of
          assets as if in a single class.  General unsecured
          creditors will share pro rata in any recoveries from
          chapter 5 causes of action.  When distributions to
          general unsecured creditors in Class 3 reach
          $3.5 million, the general unsecured creditors will then
          share pro rata in the pool of all unsecured claims
          including the deficiency claim of the group two lenders.

The rights of Class 4 equity interest holders will be extinguished
on the effective date.

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

The Chapter 11 trustee is represented by:

     Michael A. McConnell
     Nancy Ribaudo
     Kelly Hart & Hallman LLP
     201 Main Street, Suite 2500
     Fort Worth, Texas 76102
     Fax: (817) 878-9280
     Email: nancy.ribaudo@kellyhart.com

                About Home Interiors & Gifts, Inc.

Headquartered in Carrollton, Texas, Home Interiors & Gifts, Inc.
-- http://www.homeinteriors.com/-- manufactures, imports and
distributes indoor and outdoor home decorative accessories.  It
was founded by Mary Crowley in 1957.  Through its affiliates, the
Company has a significant presence in Mexico, Puerto Rico, and
Canada.  Annual revenue in 2007 reached $300 million.  When Mary
Crowley, died in 1986, her son, Don Carter continued the business
operation nearly debt-free.  In a leveraged transaction in 1998,
private equity firm of Hicks, Muse, Tate, and Furst acquired 66%
of the parent company, which resulted in the imposition of more
than $500 million in debt on the Debtors.  In the face of
decreased sales and increased debt load, bondholders canceled
their debts in February 2006 in exchange for receiving most of the
outstanding equity of the Debtors.

About 40% of the goods the Debtors sell are now acquired from
manufacturers in China.  In the last decade, sales volume in the
U.S. has waned, but the Debtors reported that sales in Mexico and
Puerto Rico significantly increased.

The Company and six of its affiliates filed for Chapter 11
protection on April 29, 2008 (Bankr. N.D. Tex. Lead Case No.
08-31961).  Andrew Jillson, Esq., Cameron Kinvig, Esq., Robert
McCormick, Esq., and Mike Massad, Esq., at Hunton & Williams, LLP,
represent the Debtors as counsel.  Richard A. Lindenmuth
at Boulder International LLC, is designated as CRO.  The U.S.
Trustee for Region 6 has appointed seven creditors to serve on an
official committee of unsecured creditors.  Munsch Hardt Kopf &
Harr, PC, represents the Committee in these cases.  Kurtzman
Carson Consultants LLC is the official noticing and balloting
agent.  In its schedules, Home Interiors & Gifts, Inc., listed
$88,653,051 in total assets, and $510,451,698 in total
liabilities.

In December 2008, the Court approved the appointment by the United
States Trustee of Dennis Faulkner as Chapter 11 trustee in the
Debtors' bankruptcy cases.  Dennis Faulkner, of the accounting
firm of Lain, Faulkner & Co., P.C., is a member of the American
Bankruptcy Institute and the Association of Insolvency and
Restructuring Advisors.  Lain, Faulkner & Co., P.C., is an
accounting firm which specializes in bankruptcy, litigation and
business advisory services.


ITRON INC: S&P Gives Positive Outlook; Affirms 'B+' Corp. Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Liberty Lake, Wash.-based Itron Inc. to positive from stable.  At
the same time, S&P affirmed the 'B+' corporate credit rating on
the company.

In addition, S&P raised its issue-level rating on the company's
senior secured credit facilities to 'BB-' (one notch above the
corporate credit rating) from 'B+'.  S&P also revised the recovery
rating to '2', indicating its expectation of substantial (70% to
90%) recovery in a payment default scenario, from '3'.  The
revised rating reflects the increased size of the revolver and the
total reduction of term loan debt since the facilities were first
issued.

"The outlook revision to positive reflects the company's debt
reduction and good credit measures through the economic downturn,"
said Standard & Poor's credit analyst Robyn Shapiro.  Itron
appears likely to return to a growth phase due to the deployment
of advanced metering infrastructure contracts in North America.
"If Itron appears likely to sustain good operating performance and
credit metrics remain in line with a higher rating over the next
few quarters, S&P could raise the ratings," she continued.

S&P could raise the ratings if operating performance remains good
and credit metrics remain in line with a higher rating over the
next few quarters, including funds from operations to total debt
of 15% to 20%.  S&P could revise the outlook to stable if headroom
under financial covenants becomes limited.  For instance, if
headroom appears likely to decline to less than 10%.


JEFFREY BOYD: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Jeffrey K. Boyd
        Shirley A. Jenkins-Boyd
        P.O. Box 4408
        Capitol Heights, MD 20791-4408

Bankruptcy Case No.: 10-23798

Chapter 11 Petition Date: June 18, 2010

Court: U.S. Bankruptcy Court
       District of Maryland (Greenbelt)

Judge: Wendelin I. Lipp

Debtor's Counsel: Brett Weiss, Esq.
                  Chung & Press, LLC
                  6404 Ivy Lane, Suite 408
                  Greenbelt, MD 20770
                  Tel: (301) 924-4400
                  Fax: (240) 627-4186
                  E-mail: brett@bankruptcylawmaryland.com

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

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

According to the schedules, the Debtors say that assets total
$2,410,486 while debts total $3,252,058.

A copy of the Joint Debtors' list of 20 largest unsecured
creditors filed together with the petition is available for
free at http://bankrupt.com/misc/mdb10-23798.pdf

The petition was signed by the Joint Debtors.


JOHN SCHILLO: Case Summary & 9 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: John Ward Schillo
        4651 Cobb Lake Drive
        Fort Collins, CO 80524

Bankruptcy Case No.: 10-25348

Chapter 11 Petition Date: June 21, 2010

Court: U.S. Bankruptcy Court
       District of Colorado (Denver)

Judge: A. Bruce Campbell

Debtor's Counsel: Brent K. Olsson, Esq.
                  425 W. Mulberry Street, Suite 101
                  Fort Collins, CO 80521-2864
                  Tel: (970) 484-3300
                  E-mail: olssonlaw@msn.com

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

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

According to the schedules, the Debtor says that assets total
$2,298,344 while debts total $4,032,030.

A copy of the Debtor's list of 9 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cob10-25348.pdf

The petition was signed by the Debtor.

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Maltin, David Fred                    10-25345            06/21/10


JOHN TELFER: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Joint Debtors: John Patrick Telfer
               Marcy Lynn Telfer
               728 Sandwillow Drive
               Chesapeake, VA 23320

Bankruptcy Case No.: 10-72922

Chapter 11 Petition Date: June 18, 2010

Court: United States Bankruptcy Court
       Eastern District of Virginia (Norfolk)

Judge: Frank J. Santoro

Debtor's Counsel: Karen M. Crowley, Esq.
                  Crowley, Liberatore, & Ryan, P.C.
                  1435 Crossways Boulevard, Suite 300
                  Chesapeake, VA 23320
                  Tel: (757) 333-4500
                  Fax: (757) 333-4501
                  E-mail: kcrowley@clrfirm.com

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

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/vaeb10-72922.pdf

The petition was signed by John Patrick Telfer and Marcy Lynn
Telfer.


JOSE CANALES: Case Summary & 4 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Jose Canales
        3658 El Grande Drive
        San Jose, CA 95132

Bankruptcy Case No.: 10-56453

Chapter 11 Petition Date: June 21, 2010

Court: U.S. Bankruptcy Court
       Northern District of California (San Jose)

Judge: Charles Novack

Debtor's Counsel: Drew Henwood, Esq.
                  Law Offices of Drew Henwood
                  41 Sutter Street #621
                  San Francisco, CA 94104
                  Tel: (415) 362-7412
                  E-mail: dfhenwood@aol.com

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

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

A copy of the Debtor's list of 4 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/canb10-56453.pdf

The petition was signed by the Debtor.


KENNETH MARWICK: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Joint Debtors: Kenneth M Marwick
               Elizabeth W. Marwick
               24781 Pennyroyal Drive
               Bonita Springs, FL 34134

Bankruptcy Case No.: 10-14697

Chapter 11 Petition Date: June 18, 2010

Court: U.S. Bankruptcy Court
       Middle District of Florida (Ft. Myers)

Judge: Alexander L. Paskay

Debtor's Counsel: Edward R. Miller, Esq.
                  Miller and Hollander
                  2430 Shadowlawn Drive, Suite 18
                  Naples, FL 34112
                  Tel: (239) 775-2000
                  E-mail: millerandhollander@comcast.net

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

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

According to the schedules, the Debtors say that assets total
$879,928 while debts total $2,377,617.

A copy of the Joint Debtors' list of 20 largest unsecured
creditors filed together with the petition is available for
free at http://bankrupt.com/misc/flmb10-14697.pdf

The petition was signed by the Joint Debtors.


KSJ I CORP: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: KSJ I Corp
          dba Hardwood Wholesalers
        2351 Boston Post Road, Unit 201
        Guilford, CT 06437

Bankruptcy Case No.: 10-31851

Chapter 11 Petition Date: June 21, 2010

Court: U.S. Bankruptcy Court
       District of Connecticut (New Haven)

Judge: Lorraine Murphy Weil

Debtor's Counsel: Peter L. Ressler, Esq.
                  Groob Ressler & Mulqueen
                  123 York Street, Suite 1B
                  New Haven, CT 06511-0001
                  Tel: (203) 777-5741
                  Fax: (203) 777-4206
                  E-mail: ressmul@yahoo.com

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

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

According to the schedules, the Company says that assets total
$2,593,063 while debts total $ 1,060,407.

A copy of the Company's list of 20 largest unsecured
creditors filed together with the petition is available for
free at http://bankrupt.com/misc/ctb10-31851.pdf

The petition was signed by Kenneth P. Myatt, treasurer.


LANDRY'S RESTAURANTS: S&P Keeps CreditWatch Negative on 'B' Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'B' corporate
credit rating and all related issue-level ratings on Houston-based
Landry's Restaurants Inc. remain on CreditWatch with negative
implications.

"This action comes after the company announced that CEO Tilman
Fertitta would increase his offer to take the company private to
$24.50 per share from $24.00," said Standard & Poor's credit
analyst Charles Pinson-Rose.

Previously, Mr. Fertitta has offered $21.00 and $14.75 per share.
The $24.50 offer is 66% higher than the original $14.75 per share
price.  The current offer values the entire company around
$1.4 billion (based on the value of the shares at $24.50 plus
$1.024 billion of debt outstanding at March 31, 2010).  S&P
estimate the total transaction value to be about 7.6x companywide-
last-12-month EBITDA.

Pershing Square Capital Management L.P. agreed to vote in favor of
the transaction at the increased share price.  PSCM owns 9.9% of
the company's outstanding common stock, which constitutes
approximately 22% of the voting stock in the transaction, because
a majority of shareholders other than Mr. Fertitta (who owns about
55% of the equity in the company) must approve the transaction.

S&P initially placed its ratings on CreditWatch with negative
implications on Sept. 9, 2009, after the company announced it
would explore strategic alternatives, including a possible sale of
the company in a "go private" transaction.  Mr. Fertitta's various
offers came subsequently.

S&P's speculative-grade rating on Landry's reflects the highly
competitive nature of the restaurant industry, its vulnerability
to weak consumer spending, and a highly leveraged capital
structure that results in weak cash flow protection measures.

If the offer is approved, S&P estimates total cash considerations
to shareholders should amount to approximately $179 million.  S&P
currently believe Mr. Fertitta and the company would need
additional capital to fund a privatization transaction at the
$24.50 share price.  S&P estimates the company would need at least
$40 million of additional capital.  However, the company's highest
cash flow comes during the summer months, which will likely
augment its available liquidity sources.  Landry's credit
agreement and bond indentures have limitations on its ability to
raise additional debt, but additional cash equity could come from
Mr. Fertitta.

Operating performance at the company's restaurant and hospitality
division weakened modestly in the first quarter, as a result of a
decline in same-store sales of around 1%.  Operating margins
narrowed as a result of higher labor and other costs.  Overall
EBITDA margins contracted about 180 basis points in the quarter
(S&P did not view the $7.5 million lease termination payment
received in 2009 as recurring and thus adjusted operating margins
accordingly).


LEHMAN BROTHERS: Barclays CEO Admits He Sought Buffer in Deal
-------------------------------------------------------------
Barclays Group CEO John Varley told a court Tuesday that he was
"fixated" on ensuring that there was an asset buffer in the firm's
purchase of Lehman Brothers Holdings Inc.'s investment banking
business, although he balked at using the term "discount,"
according to Bankruptcy Law360.  Mr. Varley testified in a trial
over the disputed sale in the U.S. Bankruptcy Court for the
Southern District of New York, Law360 says.

                        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: Has OK to Invest $262MM in Rosslyn, Virginia
-------------------------------------------------------------
Bill Rochelle at Lehman Brothers Holdings Inc. was authorized by
the bankruptcy judge to invest as much as $262.5 million to pay
off maturing mortgages on commercial real estate in Rosslyn,
Virginia, where it's a 78.5% owner.  The project, 98% leased, has
3 million square feet of space.

Bill Rochelle also reports that the trial resumed again June 21
where Lehman and its Official Committee of Unsecured Creditors are
trying to prove that Barclays Plc took $11 billion more than it
was entitled to receive when it purchased the brokerage business.

                      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: Fitch Affirms Issuer Default Rating at 'BB-'
-----------------------------------------------------------
Fitch Ratings has affirmed Liberty Media LLC's Issuer Default
Rating and issue ratings at 'BB-' and affirmed the QVC Inc. issue
ratings at 'BBB-'.  In addition, Fitch has downgraded QVC's IDR to
'BB-'.  The downgrade of QVC's IDR reflects Fitch's belief that by
spinning off the attributed assets of Liberty Capital and Liberty
Starz, the linkage between the IDRs of Liberty and QVC are
strengthened, resulting in an equalized IDR.  In Fitch's opinion,
QVC becomes the primary support for Liberty Media's bonds.  The
Rating Outlook is Stable.

The rating action includes these key considerations:

  -- Over the last few years, Fitch has migrated away from asset
     coverage metrics and has been focusing more on leverage,
     interest coverage and asset coverage metrics in relation to
     QVC.

  -- Pro forma for the spin-off and including the Time Warner Inc.
     exchangeable note (worst-case scenario if the planned
     exchange offer is unsuccessful), Fitch estimates Liberty
     Media's consolidated gross unadjusted leverage at 4.9 times
      (x), net leverage at 4.1x, and net leverage including
     publicly held assets (primarily Expedia) at 3.0x.  Gross
     interest coverage should approximate 3.7x.  QVC gross
     unadjusted leverage (all debt at QVC is secured) was 2.5x as
     of March 31, 2010, and would be unchanged pro forma for the
     spin-off.

  -- QVC's maturity schedule is material but manageable with
     $175 million due in 2010, $452 million in 2011, $400 million
     in 2012, $400 million in 2013, and $569 million in 2014.
     Liberty Media's maturity schedule, post the asset spin-off,
     includes approximately $400 million in notes due 2013 and
     potentially the $1.1 billion in TWX exchangeable notes
     (assumes the 2013 put/call is exercised); thereafter Liberty
     Media's next maturity is not until 2029.  While the 2013
     maturity hurdle is significant, Fitch expects that Liberty
     Media will have the flexibility, through cash and securities
     on hand, free cash flow, and access to capital markets, to
     meet these maturities.

  -- The 'BBB-' rating on QVC's secured notes reflects the
     guarantees from all of QVC's material domestic subsidiaries
     as well as security in certain personal and intellectual
     property.  The security package does not include real
     property.  Fitch may notch senior secured debt of an issuer,
     with a non-investment-grade rating, up to three notches from
     the IDR in order to reflect Fitch's expectation of
     outstanding recovery prospects.

  -- The stabilization of the ratings reflect the reversal in
     negative operating trends at QVC, starting in the September
     2009 quarter with worldwide revenues up 2%, and continuing
     into the fourth quarter and the first quarter of 2010, with
     revenues up 14% and 10%, respectively.  It also reflects the
     resolution of event risk that has plagued the credit outlook
     for several years.  Fitch believes going forward the
     structure and asset mix is likely to be relatively stable.

The spin-off is intended to be tax-free and is subject to various
conditions including the approval of the majority shareholders of
LCAP and LSTRZ.  The spin-off is expected to be completed by late
2010 and early 2011.

Liquidity at Liberty Interactive is solid with Fitch estimating
$1.3 billion in cash (adjusting for the completion of the Liberty
5.7% note due 2013 tender offer), $424 million available under
QVC's bank credit facilities and approximately $2 billion in gross
marketable securities, as of March 31, 2010.

A summary of Fitch's rating action:

Liberty Media:

  -- IDR affirmed at 'BB-';
  -- Senior unsecured debt affirmed at 'BB-'.

QVC:

  -- IDR downgraded to 'BB-' from 'BB';
  -- Senior secured debt affirmed at 'BBB-'.

The Rating Outlook is Stable.


LIFETIME INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Lifetime Industries, Inc.
        2130 Memphis Depot Parkway
        Memphis, TN 38114

Bankruptcy Case No.: 10-26518

Chapter 11 Petition Date: June 18, 2010

Court: United States Bankruptcy Court
       Western District of Tennessee (Memphis)

Judge: George W. Emerson Jr.

Debtor's Counsel: Henry C. Shelton, III, Esq.
                  Adams and Reese
                  80 Monroe Avenue, Suite 700
                  Brinkley Plaza
                  Memphis, TN 38103-2467
                  Tel: (901) 524-5271
                  Fax: (901) 524-5371
                  E-mail: henry.shelton@arlaw.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/tnwb10-26518.pdf

The petition was signed by Jim Lattimore, company's president.


LINCOLNSHIRE CAMPUS: Plans 11 U.S.C. Sec. 363 Sale for Assets
-------------------------------------------------------------
Lincolnshire Campus, LLC, and three of its affiliates commenced
voluntary petitions for reorganization under Chapter 11 of the
U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the
Northern District of Texas on June 15, 2010, to enjoin Wells
Fargo Bank National Association from doing actions that will
further damage their operations.

The other affiliates that filed for bankruptcy are Naperville
Campus LLC, Monarch Landing, Inc. and Sedgebrook Inc.

Wells Fargo is indenture trustee for bonds issued for the
retirement communities of Ann's Choice, Inc., Linden Ponds, Inc.
and Monarch Landing, Inc.

Lincolnshire Campus and Naperville Campus are affiliates of
Erickson Retirement Communities, LLC, which emerged from
bankruptcy on April 30, 2010.  Monarch Landing and Sedgebrook are
not-for-profit organizations operating campuses of Lincolnshire.

ERC is in the business of establishing continuing care retirement
communities, which offers senior a full lifecycle of services
during their retirement years from independent living to skilled
nursing care on the same campus.  These facilities provide
affordable living accommodations and related healthcare and
support services to a target market of middle-income senior aged
62 years and older.

            Joint Administration, Rule 2004 Exam and
               Cash Management System Requests

To facilitate the efficient administration of their Chapter 11
cases, the Lincolnshire Debtors ask Bankruptcy Judge Stacey G.
Jernigan for the Northern District of Texas to jointly administer
their Chapter 11 cases.

The Lincolnshire Debtors also seek that all future entries for
all cases be made under the lead case In re Lincolnshire Campus,
LLC, Case No. 10-34176.

The Lincolnshire Debtors also seek the Court's permission to
examine the financial officers of Wells Fargo Bank under Rule
2004 of the Federal Rules of Bankruptcy Procedure.  They seek to
compel Wells Fargo to produce certain documents, a list of which
is available for free at:

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

ERC Chief Restructuring Officer Paul Rundell asserts that Wells
Fargo precipitated the Chapter 11 cases of the Lincolnshire
Debtors by violating an agreement to negotiate in good faith and
a 90-day forbearance by "sweeping" certain of the Lincolnshire
Debtors' bank accounts to collect payments allegedly owed to
Wells Fargo by the Lincolnshire Debtors.

Lincolnshire Campus and Naperville Campus further seek the
Court's permission to maintain their existing cash management
systems.  Similarly, Lincolnshire Campus and Naperville Campus
seek permission to:

-- continue to use each of their existing three bank accounts
    with PNC Bank, N.A., and Sovereign Bank, a schedule of which
    is available for free at:

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

-- deposit funds into and withdraw funds from any of the Bank
    Accounts by all usual means, including checks, wire
    transfers, electronic funds transfers and other debits;

-- continue to make intercompany transfers among the Bank
    Accounts in the ordinary course of business through the Cash
    Management System;

-- treat the Bank Accounts, along with any accounts opened
    prepetition, for all purposes as debtor-in-possession
    accounts;

-- waive any requirements to establish separate accounts for
    cash collateral and tax payments; provided that accounts
    pledged as collateral for prepetition obligations will be
    maintained; and

-- direct the applicable banks to maintain, service and
    administer those deposit accounts or investment accounts
    without interruption and in the ordinary course of business.

The Lincolnshire Debtors believe that using the existing Bank
Accounts will avoid unnecessary expense and delay, which will
disrupt their ordinary financial affairs and business operations.

Judge Jernigan will convene a hearing on the Joint Administration
Motion, Rule 2004 Motion and Cash Management Motion on June 24,
2010.

                     Corporate Structure

A. Debtor Landowners

In general, Lincolnshire Campus and Naperville Campus do not have
any employees.  As of May 31, 2010, on a book value basis,
Lincolnshire Campus' and Naperville Campus' assets and
liabilities are:

  Debtor                       Total Assets    Total Debts
  ------                       ------------    -----------
  Lincolnshire Campus          $209,100,000   $257,200,000
  Naperville Campus            $176,300,000   $196,300,000

Lincolnshire Campus' main assets are:

  (i) an improved land located in Lincolnshire, Illinois, upon
      which Sedgebrook's campus is constructed;

(ii) cash and cash equivalents for $274,000; and

(iii) a lease agreement between Lincolnshire Campus and
      Sedgebrook, a not-for-profit organization that operates
      the Sedgebrook Campus.

Lincolnshire Campus' main liabilities are:

  (i) a community loan between Lincolnshire Campus and
      Sedgebrook for $73.5 million;

(ii) Special Service Area No. 1 Special Tax Bonds, Series 2004,
      for $14.3 million issued by the Village of Lincolnshire,
      Lake County, Illinois; and the refund of a $125 million
      Purchase Option Deposit in the event that the NFP does not
      purchase the community.

Naperville Campus' main assets are:

  (i) an improved land located in Naperville, Illinois,
      upon which Monarch Landing's campus is constructed;

(ii) cash and cash equivalents for $333,000; and

(iii) a lease agreement between Naperville Campus and Monarch
      Landing, the not-for-profit organization that operates the
      Monarch Campus.

Naperville Campus' main liabilities are:

  (i) a community loan between Naperville Campus and Monarch
      Landing for $35.8 million;

(ii) Special Area No. 31 Special Tax Bonds, Series 2006, for
      $14.5 million, issued by the County of DuPage, Illinois;
      and

(iii) the refund of a $130 million Purchase Option Deposit in
      the event the NFP does not purchase the community.

B. The Campuses

  (I) Sedgebrook Campus.  As Landowner, Lincolnshire Campus
      leases the land and campus to Sedgebrook, the NFP that
      operates the community, pursuant to a Master Lease.  The
      average monthly fee at this campus is $1,865, and the
      average initial entrance deposit is $273,291.

      As of the Petition Date, the Facility had (i) 469
      completed independent living units, with 409 occupied
      units and an 87% occupancy rate; (ii) 44 completed
      assisted living units, with 10 residents and a 21.7%
      occupancy rate; and (iii) 44 completed skilled nursing
      units, with 22 residents and a 49.7% occupancy rate.

      Management of the Sedgebrook Campus was not transferred to
      Redwood-ERC Senior Living Holdings, LLC, pursuant to ERC's
      Fourth Amended Joint Plan of Reorganization.  Senior
      Living Retirement Communities, formerly known as ERC, has
      contracted with Redwood to manage the Sedgebrook campus.

      Sedgebrook Inc. also owed a debt -- Illinois Finance
      Authority Revenue Bonds, Series 2007 A, and Variable Rate
      Demand, Series 2007B -- relating to the Sedgebrook Campus.

(II) Monarch Landing Campus.  As Landowner, Naperville Campus
      leases the land and campus to Monarch Landing, the NFP
      that operates this community, pursuant to a Master Lease.
      The average monthly fee at this campus is $1,752, and the
      Average initial entrance deposit is $277,856.

      As of the Petition Date, the Facility had 360 completed
      independent living units, 257 occupied units and a 71%
      occupancy rate.

      Senior Living Retirement Communities has contracted with
      Redwood to manage the Monarch Landing Campus.

      Monarch Landing owed a debt associated with the Monarch
      Campus, which are the Illinois Finance Authority Revenue
      Bonds, Series 2007 A, and Variable Rate Demand, Series
      2007B.

                   Events Leading to Bankruptcy

Mr. Rundell relates that under the ERC Plan, the applicable bond
trustees were to negotiate in good faith with ERC and Redwood on
the possible sale of the Monarch Landing and Sedgebrook
Facilities, as well as another related facility, Linden Ponds,
Inc., to Redwood within the period from April 30, 2010 through
July 31, 2010.

Although the Bond Trustees had an obligation to negotiate in good
faith during the April-July Negotiation Period, on or about
May 27, 2010, Wells Fargo, the Bond Trustee for Monarch Landing
inappropriately effectuated a set-off against Monarch Landing's
cash reserves in the amount of $15,166,737, according to Mr.
Rundell.

Mr. Rundell further discloses that since December 2009, the Bond
Trustees began removing amounts held in escrow for the benefit of
the ERC Debtors in order to pay their professional fees.  In
doing so, the Bond Trustees did not follow the requisite
procedures for removing those funds as proscribed in the bond
documents, primarily the submission of bills and request of
payment from the NFP, he points out.  The Bond Trustees also
neglected to provide notice of their removal of the funds to
either Sedgebrook or Monarch Landing, he asserts.

As of June 17, 2010, the Bond Trustees have removed $835,136 from
the Sedgebrook reserve account, and $792,562 from the Monarch
Landing reserve account, according to Mr. Rundell.

"The actions of Wells Fargo has threatened to destabilize
Monarch Landing's operations by severely limiting liquidity and
endangering its residents," Mr. Rundell tells the Court.

Against this backdrop, the Lincolnshire Debtors filed Chapter 11
proceedings to protect their assets and to stop Wells Fargo from
causing further damage to their operations and threatening the
well being of their residents.

                        Section 363 Sale

The Lincolnshire Debtors intend to sell substantially all of
their assets through a sale process pursuant to Section 363 of
the Bankruptcy Code.  To that end, they have begun the marketing
process and intend to announce a stalking horse bidder in the
coming weeks.

                      Section 341 Meeting

William T. Neary, the U.S. Trustee for Region 6, will convene a
meeting of the creditors of the Lincolnshire Debtors on July 22,
2010, at 1100 Commerce Street, Room 976, in Dallas, Texas 75242.
The meeting, as required under Section 341(a) of the Bankruptcy
Code, offers the one opportunity for creditors to question a
responsible office of the Lincolnshire Debtors under oath about
the company's financial affairs and operations that would be of
interest to the general body of creditors.

                     General Claims Bar Date

All creditors, except governmental units, of Lincolnshire Campus,
LLC, and its debtor affiliates have until October 20, 2010, to
file a proof of claim in the New Debtors' Chapter 11 cases.
Deadline for filing proofs of claim by governmental entities has
yet to be set.

                     About Erickson Retirement

The Baltimore, Maryland-based Erickson Retirement Communities LLC
owns 20 continuing care retirement communities in 11 states.
Among Erickson's 20 communities, eight are completed, 11 are open
although in construction, and one is in development.  They have
23,000 residents in total.

Erickson, along with affiliates, filed for Chapter 11 on Oct. 19,
2009 (Bankr. N.D. Tex. Case No. 09-37010).  DLA Piper LLP (US)
serves as counsel to the Debtors.  BMC Group Inc. serves as claims
and notice agent.  Houlihan, Lokey, Howard & Zoukin, Inc., is also
serving as investment and financial consultant.  Alvarez & Marsal
is serving as restructuring adviser.

As of September 30, 2009, on a book value basis, ERC had
approximately $2.7 billion in assets, including $2.2 billion of
property and equipment, and $3.0 billion in liabilities.
Liabilities include $195.8 million on the revolving credit,
$347.5 million on construction credit, $64 million in accounts
payable, $47.8 million in subordinate debt, and $475 million in
purchase option deposits.

Judge Stacey G.C. Jernigan of the U.S. Bankruptcy Court for the
Northern District of Texas confirmed Erickson's Plan of
Reorganization on April 16, 2010.  The confirmed Chapter 11 Plan
is premised on the $365 million sale of substantially all of the
Erickson Retirement assets to Redwood Capital Investments LLC and
its affiliates.  The Plan became effective effective on April 30,
2010.

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

                     About Lincolnshire Campus

Baltimore, Maryland-based Lincolnshire Campus, LLC, is an
affiliate of Erickson Retirement Communities.  It filed for
Chapter 11 on June 15, 2010 (Bankr. N.D. Tex. Case No. 10-34176).
Vincent P. Slusher, Esq., at DLA Piper LLP US, represents the
Debtor.  It estimated assets and debts at $100,000,001 to
$500,000,000


M & Z VALLEY: Creditors Have Until Aug. 6 to File Proofs of Claim
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has established August 6, 2010, as the last day for any individual
or entity to file proofs of claim against M & Z Valley Associates,
LLC.

The Court also set August 23 as the governmental bar date.

Capistrano Beach, California-based M &  Z Valley Associates, LLC,
filed for Chapter 11 bankruptcy protection on January 28, 2010
(Bankr. C.D. Calif. Case No. 10-11079).  The Company listed
$10,000,001 to $50,000,000 in assets and $1,000,001 to $10,000,000
in liabilities.


MAGIC BRANDS: Gets Court Ok of Sale of Assets to Luby's, Inc.
-------------------------------------------------------------
Magic Brands, LLC, and Fuddruckers, Inc. disclosed that the
Company has obtained bankruptcy court approval of the sale of
substantially all of its assets to Luby's, Inc.

Luby's operates 96 restaurants in Austin, Dallas, Houston, San
Antonio, the Rio Grande Valley and other locations throughout
Texas and other states.  Luby's provides its customers with
quality home-style food, value pricing, and outstanding customer
service.  Luby's Culinary Services provides food service
management to 17 sites consisting of healthcare, higher education
and corporate dining locations.

"The approval of the sale of Fuddruckers to Luby's affirms our
belief and confidence in the strength of the Fuddruckers brand and
operations," said Magic Brands CEO Peter Large.  "The management
team and advisors, along with the Official Unsecured Creditors'
Committee, worked tirelessly to obtain the highest and best value
for the brands and we have done just that with the sale to
Luby's."

The transaction is expected to close by July 26, 2010, subject to
the satisfaction or waiver of other customary closing conditions.

                     About Fuddruckers

Based in Austin, Texas, Magic Brands, LLC currently operates 62
Fuddruckers locations in 11 states and 3 Koo Koo Roo restaurants
in California.  An additional 135 Fuddruckers restaurants are
operated by franchisees who are small business owners and multi-
unit operators.  Since its founding in 1980, Fuddruckers has
delivered uncompromised quality and freshness with its own brand
of always fresh, never frozen, 100% All-American, premium-cut,
vegetarian-fed beef.  Fuddruckers 1/3, 1/2, 2/3 and one-pound
Fudds Prime(TM) burgers are grilled to order and placed on a
Fuddruckers scratch-baked bun made fresh daily in Fuddruckers
restaurant bakeries -- ready for guests to pile it high at
Fuddruckers Market Fresh Produce bar for a Build Your Own Burger
experience like none other.

                       About Magic Brands

Magic Brands, LLC is the parent of the Fuddruckers and Koo Koo
Roo restaurant brands.  Fuddruckers -- http://www.fuddruckers.com/
-- was founded in 1980 in San Antonio, Texas, with the goal of
serving hamburgers that are cooked to order and made with fresh
ingredients.  Magic Brands, based in Austin, Texas, purchased the
chain in 1998 and has sought to broaden its appeal by expanding
its menu.

Magic Brands, LLC, and its operating units filed for Chapter 11 on
April 21, 2010 (Bankr. D. Del. Lead Case No. 10-11310).  It
disclosed assets of up to $10,000,000 and debts of $10,000,001 to
$50,000,000.  Affiliate Fuddruckers, Inc., also filed, listing
assets and debts of $50,000,000 to $100,000,000.

FocalPoint Securities, LLC, serves as investment banker to Magic
Brands and Goulston & Storrs serves as lead bankruptcy counsel.
Kurtzman Carson Consultants, LLC, serves as claims and notice


MAGNA ENTERTAINMENT: Court Okays Thistledown Sale to Harrah's
-------------------------------------------------------------
Dow Jones Daily Bankruptcy Review reports that Harrah's
Entertainment Inc.'s $43 million acquisition of the Thistledown
racetrack cleared bankruptcy court Thursday, when a judge approved
results of a recent auction.

                   About Harrah's Entertainment

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

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

                           *     *     *

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

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

                 About Magna Entertainment

Based in Aurora, Ontario, Magna Entertainment Corp. is North
America's largest owner and operator of horse racetracks based on
revenue.  The Company develops, owns and operates horse racetracks
and related pari-mutuel wagering operations, including off-track
betting facilities.  MEC also develops, owns and operates casinos
in conjunction with its racetracks where permitted by law.

MEC owns and operates AmTote International, Inc., a provider of
totalisator services to the pari-mutuel industry, XpressBet(R), a
national Internet and telephone account wagering system, as well
as MagnaBet(TM) internationally.  Pursuant to joint ventures, MEC
has a 50% interest in HorseRacing TV(R), a 24-hour horse racing
television network, and TrackNet Media Group LLC, a content
management company formed for distribution of the full breadth of
MEC's horse racing content.

Following its failure to meet obligations to lenders led by PNC
Bank, National Association, and Wells Fargo Bank, National
Association, and controlling shareholder MI Developments Inc.'s
decision not to provide further financial backing, Magna
Entertainment Corp. and 24 affiliates filed for Chapter 11 on
March 5, 2009 (Bankr. D. Del. Lead Case No. 09-10720).

Marcia L. Goldstein, Esq., and Brian S. Rosen, Esq., at Weil,
Gotshal & Manges LLP, have been engaged as bankruptcy counsel.
Mark D. Collins, Esq., L. Katherine Good, Esq., and Maris J.
Finnegan, Esq., at Richards, Layton & Finger, P.A., are the
Debtors' local counsel.  Miller Buckfire & Co. LLC is the Debtors'
investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the claims and noticing agent for the Debtors.

Magna Entertainment Corp. had total assets of $1.054 billion and
total liabilities of $947.3 million based on unaudited
consolidated financial statements as of December 31, 2008.


MAMMOTH CORONA: Plan Outline Hearing Continued Until July 28
------------------------------------------------------------
The Hon. Robert N. Kwan of the U.S. Bankruptcy Court for the
Northern District of Illinois has continued until July 28, 2010,
at 11:00 a.m., the approval of a Disclosure Statement explaining
Mammoth Corona 1 LLC's proposed Plan of Reorganization. The
hearing will be held at Ronald Reagan Federal Bldg., 411 W
Fourth St. Courtroom 5D, Santa Ana, California.

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

As reported in the Troubled Company Reporter on March 26, 2010,
according to the amended Disclosure Statement, the Plan seeks to
accomplish payment under the Plan primarily through the cash flow
generated from the leasing of the Mammoth Property and through
proceeds from a future sale or refinance of the Mammoth Property.
In addition there is a $300,000 New Value contribution from the
Interest Holders to cover any shortfalls in payments due under the
plan.

Under the Plan, the Debtor will restructure one note held by U.S.
Bank and converting, mechanics liens to deeds of trust, and
contributing $300,000 in New Value to cover any debt service
shortfalls.

Secured creditors of the estate will be paid the present value of
their claim at a market interest rate over a 42 month period,
excepting that their claims may be paid in full prior to the 42nd
month through a sale or refinance of the Mammoth Property.   The
Effective Date of the proposed Plan is June 15, 2010.

The distributions under the Plan will be made from the $300,000
New Value contribution, the potential additional New Value
Contribution to pay any Class 1 deficiency, available cash, cash
flow from operations, refinance proceeds and net sale proceeds.

Holders of general unsecured claim will be paid over 42 months
beginning at $42 per month on 100% of a principal balance of
$26,319 or Class 3 Claimants may elect to receive 50% of their
claim 12 months after the effective date as payment in full.

Interest holders will receive the pro rata share of monies
available after payment to classes 1, 2,and 3 based upon each
Class 4 claimants percentage interest in the Reorganized Debtor,
which will be the same as their percentage interest in the Debtor.

A copy of the Disclosure Statement is available for free at:

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

                        About Mammoth Corona

Based in San Juan Capistrano, California, Mammoth Corona 1 LLC
filed for Chapter 11 on Oct. 16, 2009 (Bankr. C.D. Calif. Case No.
09-21220).  Thomas C. Corcovelos, Esq., represents the Debtor.  In
its petition, the Debtor listed both assets and debts between
$10 million and $50 million.


MAMMOTH SAN JUAN: Plan Outline Hearing Continued Until July 14
--------------------------------------------------------------
The Hon. Robert N. Kwan of the U.S. Bankruptcy Court for the
Central District of California has continued until July 14, 2010,
at 11:00 a.m., the approval of a Disclosure Statement explaining
Mammoth San Juan Capistrano I, LLC's Plan of Reorganization.  The
hearing will be held at Courtroom 5D, 411 W. Fourth St.,
Santa Ana, California.

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

According to the Disclosure Statement, the Debtor proposes to
accomplish payments under the Plan by restructuring two notes held
by JP Morgan Chase.  The secured creditors of the estate will be
paid the present value of their claim at a market interest rate
over a 7 year period, excepting that their claims may be paid in
full prior to the 7th year through a sale or refinance of the
Mammoth property.  The effective date of the proposed Plan is
March 4, 2010.

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

The managing member of the Debtors, Robert Wish will provide
oversight and assistance in the operation of the Debtor's business
and day-to-day management decisions.  Robert Wish will work to
lease the remaining vacant space in the Mammoth property.

The proceeds generated from the leases on the Mammoth property and
any future refinance or sales proceeds will be used to fund
payments to both secured and unsecured creditors.  It is
anticipated that there will be sufficient funds from the proceeds
to pay all allowed secured and allowed unsecured claims as:

   -- secured creditor, JP Morgan Chase, will be paid in full on
      or before the 84th month after the effective date;

   -- the Orange County Tax Collector will be paid in full on or
      before the 72nd month after the effective date; and

   -- Allowed Class 4 General unsecured Claims may elect to
      receive a one-time lump sum payment equal to 25% of their
      allowed claim as payment in full on the 25th month after the
      effective date; or 100% of their allowed claim as payment in
      full on or before the 84th month after the effective date.

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

A full-text copy of the Chapter 11 Plan is available for free at:

     http://bankrupt.com/misc/MammothSanJuan_Chapter11Plan.pdf

The Debtor has amended, for the second time, its Disclosure
Statement and Plan of Reorganization.

                 About Mammoth San Juan Capistrano

San Juan Capistrano, California-based Mammoth San Juan Capistrano
I LLC operates a real estate business.  The Company filed for
Chapter 11 on July 8, 2009 (Bankr. C. D. Calif. Case No.
09-16836).  Thomas Corcovelos, Esq., at Corcovelos Law Group
represents the Debtor in its restructuring efforts.  The Debtor
listed between $10 million and $50 million each in assets and
debts.


MAYWOOD, CALIF: Lays Off All Employees, But Won't Seek Bankruptcy
-----------------------------------------------------------------
According to The Los Angeles Times, the city of Maywood, a small
working-class community south of downtown Los Angeles, plans to
lay off all its employees, disband its Police Department and turn
over its entire municipal operations to a neighbor -- an action
that appears to be without precedent among California cities.

LA Times reports Maywood officials said they had no choice but to
adopt the drastic plan.  According to LA Times, Councilman Felipe
Aguirre said filing for bankruptcy was not an option for Maywood
because its problems were related specifically to insurance
coverage and not cash flow.

According to LA Times, officials said Maywood's $10.1-million
general fund budget has a deficit of at least $450,000.  Beyond
that, the city has been unable to obtain insurance because of a
history of lawsuits, many involving its Police Department, which
also patrols Cudahy.  Operating without insurance would make even
routine government services highly risky.

"We're limited on our choices and limited on what we can do," Mr.
Aguirre said, according to LA Times.  "We don't want to file for
bankruptcy.  We don't want to disappear as a city."

LA Times relates that the California Joint Powers Insurance
Authority notified Maywood in May that it was terminating general
liability and workers' compensation coverage because the city
posed too high a risk.  A large number of claims filed against the
police were a significant factor in that decision.  Jonathan
Shull, chief executive officer of the insurance authority, said
Maywood was the first city to have its insurance cancelled by the
group.  The insurer acted after Maywood failed to make basic
improvements the insurer had mandated, including hiring a
permanent city manager, he said.

Maywood is a predominantly Latino city of 45,000 residents densely
packed into about 1.2 square miles in the heavily industrial
southeast part of Los Angeles County.  Officials estimate about
half the city's residents are illegal immigrants.

According to LA Times, under the city's plan, the Sheriff's
Department will take over patrols. The neighboring city of Bell
will take over other municipal services, including staffing
Maywood's City Hall, saving the city an estimated $164,375 a year,
officials said. The changes would take effect July 1.

According to LA Times, Mr. Aguirre said contracting with Bell is
the most cost-effective way to ensure that residents still get
basic public services.  "Our streets will be cleaned, our potholes
will be filled, this is not affecting any of that," he said.


MGR AND SONS: Case Summary & 4 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: MGR and Sons Development LLC
        P.O. Box 890876
        Temecula, CA 92589

Bankruptcy Case No.: 10-28877

Chapter 11 Petition Date: June 18, 2010

Court: U.S. Bankruptcy Court
       Central District of California (Riverside)

Judge: Deborah J. Saltzman

Debtor's Counsel: John P. O'Connell, Esq.
                  43434 Business Park Drive
                  Temecula, CA 92590
                  Tel: (951) 587-8390
                  Fax: (951) 587-2739

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

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

A copy of the Company's list of 4 largest unsecured
creditors filed together with the petition is available for
free at http://bankrupt.com/misc/cacb10-28877.pdf

The petition was signed by George Rabrenovich, operating manager.


MIDWAY GAMES: Settles Suit Over Sacked Employee's Unpaid Wages
--------------------------------------------------------------
Bankruptcy Law360 reports that Midway Games Inc. has earned
approval of a settlement with its creditors committee and the
Illinois Department of Labor that resolves an adversary proceeding
surrounding unpaid wages to terminated employees.

The stipulation, signed Monday by Judge Kevin Gross of the U.S.
Bankruptcy Court for the District of Delaware, could mean payouts
of more than $143,000, according to Law360.

                      About Midway Games Inc.

Headquartered in Chicago, Illinois, Midway Games Inc. (OTC Pink
Sheets: MWYGQ) -- http://www.midway.com/-- was a leading
developer and publisher of interactive entertainment software for
major videogame systems and personal computers.

The Company and nine of its affiliates filed for Chapter 11
protection on February 12, 2009 (Bankr. D. Del. Lead Case No.
09-10465).  Michael D. DeBaecke, Esq., Jason W. Staib, Esq, and
Victoria A. Guilfoyle, Esq., at Blank Rome LLP, in Wilmington,
Delaware; and Marc E. Richards, Esq., and Pamela E. Flaherty,
Esq., at Blank Rome LLP, in New York, represent the Debtors in
their restructuring efforts.  Attorneys at Milbank, Tweed, Hadley
& McCloy LLP and Richards, Layton & Finger, P.A. represent the
official committee of unsecured creditors as counsel.  Epiq
Bankruptcy Solutions, LLC, is the Debtors' claims, noticing, and
balloting agent.

On July 10, 2009, Midway and certain of its U.S. subsidiaries
completed the sale of substantially all of their assets to Warner
Bros. Entertainment Inc. in a sale approved by the Court.  The
aggregate gross purchase price was roughly $49 million, including
the assumption of certain liabilities.  Midway is disposing of its
remaining assets.

Judge Kevin Gross, in Wilmington, Delaware, confirmed the Joint
Chapter 11 Plan of Liquidation for Midway Games Inc. at a
hearing held on May 21.  Pursuant to the Plan, the Midway
Liquidating Trust is being established to complete the liquidation
and distribute proceeds to creditors.  Buchwald Capital Advisors
LLC is the Liquidating Trustee for the Trust.

According to the Disclosure Statement, unsecured creditors of the
parent stand to recover 16.5%.  Unsecured creditors of
subsidiaries should see 25%.  Midway sold assets to generate
$43 million cash, leaving no substantial secured claims unpaid.


MILLENNIUM TRANSIT: Discloses Largest Unsecured Creditors
---------------------------------------------------------
Millennium Transit Services, LLC, has filed with the U.S.
Bankruptcy Court for the District of New Mexico a list of its
largest unsecured creditors.

A copy of the list is available for free at:

           http://bankrupt.com/misc/nmb08-12848.pdf

Roswel, New Mexico-based Millennium Transit Services LLC is a bus
manufacturer.  The Company filed for Chapter 11 relief on
August 29, 2008 (Bankr. D. N.M. Case No. 08-12848).  David T.
Thuma, Esq., at Jacobvitz, Thuma & Walker, represents the Debtor
as counsel.  George M. Moore, Esq., at Moore, Berkson &
Gandarilla, P.C., represents the official committee of unsecured
creditors as counsel.  When the Debtor filed for protection from
its creditors, it listed between $10 million and $50 million each
in assets and debts.


MILLAR WESTERN: S&P Retains 'B-' Rating with Stable Outlook
-----------------------------------------------------------
Standard & Poor's Ratings Services said that the ratings on
Edmonton, Alta.-based Millar Western Forest Products Ltd. (B-
/Stable/--) are unaffected by the announcement that the company
plans to rebuild the Fox Creek saw mill for C$45.6 million.

Standard & Poor's believes that the new saw mill will improve the
company's operating diversity and expects that it will have very
competitive production costs owing to its technological design,
increased production capacity, and access to low-cost fiber.  S&P
don't expect the mill rebuild to affect Millar Western's leverage
as the capital costs will be funded with internal cash flows
including C$7.6 million of insurance proceeds outstanding related
to the fire that destroyed the original mill.  The company had
C$44 million in cash and C$47 million available on its
C$50 million revolving credit facility at March 31, 2010, and S&P
expects it to generate positive free operating cash flow this year
(before the Fox Creek expansionary capital expenditures) due to
improved pulp demand and prices.


MORGAN FAMILY: Case Summary & 2 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Morgan Family Investments, LLC
        3240 West Sunset Road
        Las Vegas, NV 89118

Bankruptcy Case No.: 10-21428

Chapter 11 Petition Date: June 18, 2010

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Linda B. Riegle

Debtor's Counsel: H. Stan Johnson, Esq.
                  CJD Law Group, LLC
                  6293 Dean Martin Drive, Ste. G
                  Las Vegas, NV 89118
                  Tel: (702) 823-3500
                  Fax: (702) 823-3400
                  E-mail: sjohnson@cjdnv.com

Scheduled Assets: $9,570,000

Scheduled Debts: $5,952,400

A list of the Company's 2 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nvb10-21428.pdf

The petition was signed by David Morgan, managing member.


NAMESAFE INC: Files for Bankruptcy With $1.61-Mil. in Debts
-----------------------------------------------------------
Dan Hieb, Staff Writer at Business Journal of Nashville, reports
that Namesafe Inc. made a voluntary filing under Chapter 11,
listing no assets and $1.61 million in debts.  The Company says it
owes $300,000 to various media outlets and hundreds of thousand of
dollars on dozens of credit cards including nine issued by
American Express.  Boban Strategic Architecture LLC is the
Company's single largest unsecured creditor.

Namesafe Inc. operates a protection business company.


NEW 4211: Case Summary & 9 Largest Unsecured Creditors
------------------------------------------------------
Debtor: New 4211 Second Street, LLC
        7923 Glenbarr Court
        Fairfax Station, VA 22039

Bankruptcy Case No.: 10-00606

Chapter 11 Petition Date: June 21, 2010

Court: U.S. Bankruptcy Court
       District of Columbia (Washington, D.C.)

Judge: S. Martin Teel, Jr.

Debtor's Counsel: William C. Johnson, Jr., Esq.
                  Law Offices of William C. Johnson, Jr.
                  1229 15th Street NW
                  Washington, DC 20005
                  Tel: (202) 525-2958
                  Fax: (202) 525-2961
                  E-mail: wjohnson@dcmdconsumerlaw.com

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

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

According to the schedules, the Company says that assets total
$2,528,700 while debts total $3,949,572.

A copy of the Company's list of 9 largest unsecured
creditors filed together with the petition is available for
free at http://bankrupt.com/misc/dcb10-00606.pdf

The petition was signed by Paxy Harry, managing member.


NORD RESOURCES: Shareholders Elect Four as Directors
----------------------------------------------------
An annual general meeting of shareholders of Nord Resources
Corporation was held on June 17, 2010, to approve the election of
four directors, and ratification of appointment of Mayer Hoffman
McCann P.C. as the Company's independent registered public
accounting firm for the fiscal year ending December 31, 2010.

The four elected directors are:

   * Ronald A. Hirsch
   * Stephen D. Seymour
   * Douglas P. Hamilton
   * John F. Cook

                       About Nord Resources

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

                           *     *     *

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

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

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


NORTEL NETWORKS: Aims to End U.S. Retiree Benefit Payments
----------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Nortel Networks Corp.
filed a motion asking authorization from the bankruptcy judge to
terminate retirees' medical and disability benefits on Aug. 31.  A
hearing on the motion is set for July 16.

Nortel, according to the report, said it's spending $1 million a
month on medical coverage for 4,019 retirees in the U.S.  The
disability program, covering 280 people, also costs $1 million a
month.

                      About Nortel Networks

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

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

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

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

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

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

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

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


OCWEN FINANCIAL: Moody 's Assigns 'B1' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service assigned B1 Corporate Family and a B1
Senior Secured Note ratings to Ocwen Financial Corporation.
Ocwen's senior unsecured debt is rated B2.  Ocwen's rating outlook
is stable.

The ratings reflect Ocwen's mono-line nature and limited
differentiation in the highly competitive residential mortgage
servicing market.  However, Moody's notes the company's strong
track record of performance in residential mortgage servicing.

Additionally, Ocwen's dependence on secured, short term funding,
which results in a high level of encumbered assets and limited
financial flexibility constitutes an important factor in the
rating.  Reliance on funding facilities with short tenors subjects
the company to significant renewal/refinancing risk.  However, the
company has demonstrated market access through new servicing
advance facilities and extensions of existing facilities.  Moody's
also notes that the company will increase the average maturity of
its facilities with the planned Barclays advance facility.

Ocwen's recent and pending servicing acquisitions are both a
credit positive and negative.  Positively these acquisitions
reverse the recent declines in the company's servicing portfolio
and should improve revenue and profitability.  Negatively these
acquisitions carry significant integration risk and could stress
Ocwen's liquidity, controls, management and systems capacity if
not managed properly.

The notching for the B1 corporate rating and B1 senior secured
debt rating, versus the B2 senior unsecured rating, reflects the
substantial amount of secured debt in the company's capital
structure.

The rating outlook is stable, reflecting Moody's expectation that
Ocwen will be able to integrate its servicing acquisitions without
disruption to its liquidity and operating results.  Also
supporting the stable outlook is the company's capital position.
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.

Ocwen could be downgraded if the company experiences disruption in
its liquidity and operating results from the HomEq acquisition.
Additionally, negative rating pressure would emerge if the company
is unable to obtain additional servicing portfolios over the long
term.

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 June 21, 2010 when Moody's
affirmed the company's senior unsecured rating at B2 with a stable
outlook.

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

Assignments:

Issuer: Ocwen Financial Corporation

  -- Corporate Family Rating, Assigned B1
  -- Senior Secured Bank Credit Facility, Assigned B1


OFFICE DEPOT: Moody's Affirms Corporate Family Rating at 'B2'
-------------------------------------------------------------
Moody's Investors Service upgraded Office Depot, Inc's Speculative
Grade Liquidity rating to SGL-1 from SGL-2 and affirmed the B2
Corporate Family and Probability of Default ratings.  The outlook
is negative.

The upgrade of the Speculative Grade Liquidity rating recognizes
Office Depot's significant cash balances and ample availability on
its $1.25 billion unrated asset-based revolving credit facility,
as well as no debt maturities until August 2013.  "Moody's feel
that while Office Depot still faces significant operating
challenges and very weak credit metrics, which are the drivers
behind the B2 Corporate Family and Probability of Default ratings,
and the primary basis for the negative outlook, liquidity is a
definite source of rating strength," stated Moody's Senior Analyst
Charlie O'Shea.  "The large cash balance, resulting from
reductions in expenses and inventory, as well as the excess
proceeds from the 2009 convertible debt offering, provides
support".

This rating was upgraded:

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

These ratings were affirmed:

* Corporate Family rating at B2
* Probability of Default rating at B2
* Senior unsecured notes at Caa1 (LGD 5, 77%).

The last rating action for Office Depot was the May 2009 downgrade
of the Corporate Family and Probability of Default ratings to B2,
the downgrade of the senior unsecured notes to Caa1 (LGD 5, 77%),
the affirmation of the SGL-2 speculative grade liquidity rating,
and the assignment of a negative outlook.

Office Depot, Inc., headquartered in Boca Raton, Florida, is a
leading retailer of office supplies with annual revenues of around
$12 billion.


PATRIOT HOMES: Liquidated Assets Cue Dismissal of Ch. 11 Case
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Indiana
dismissed the Chapter 11 cases of Patriot Homes, Inc., and its
debtor-affiliates.

As reported in the Troubled Company Reporter on May 7, 2010, the
Debtors said that they have liquidated substantially all of their
assets during the Chapter 11 cases.  The proceeds of those sales,
however, have not been sufficient to satisfy the secured claims of
the Debtors' senior secured lenders.

Headquartered in Middlebury, Indiana, Patriot Homes, Inc.
-- http://www.patriothomes.com/-- makes modular houses.  The
Debtor and 7 of its debtor-affiliates filed separate motions for
Chapter 11 relief on Sept. 28, 2008 (Bankr. N.D. Ind. Lead Case
No. 08-33347).  K&L Gates LLP assists the Debtors in their
restructuring efforts.  Rebecca Hoyt Fisher, Esq., at Laderer &
Fischer, represents the official committee of unsecured creditors
as counsel.  In its schedules, Patriot Homes disclosed total
assets of $1,715,900 and total debts of $17,918,377.


PENN TRAFFIC: PBGC Assumes Responsibility of Pension Plan
---------------------------------------------------------
The Pension Benefit Guaranty Corporation has assumed
responsibility for three underfunded pension plans covering over
3,700 former employees and retirees of bankrupt Penn Traffic Co.,
Syracuse, N.Y., a chain of supermarkets in western New York,
northern Pennsylvania, Vermont and New Hampshire operating under
the trade names BiLo, P&C and Quality.

The PBGC stepped in because the pension plans face abandonment
after Penn Traffic completes bankruptcy liquidation proceedings
and no entity remains to finance or administer the plans.  Tops
Markets LLC, Williamsville, N.Y., purchased substantially all Penn
Traffic assets but declined to assume the pension plans.  Retirees
under the plans will continue to receive their monthly benefit
payments without interruption, and other workers will receive
their pensions when they are eligible to retire.

Together, the Penn Traffic Big Bear Retirement Plan, the Pension
Plan for Bargaining Employees of Eastern Pennsylvania, and the
Riverside Division of Penn Traffic Co. Bargaining Employees
Pension Plan are 57 percent funded, with $74.3 million in assets
and $130.1 million in benefit liabilities, according to PBGC
estimates. The agency expects to cover $53.8 million of the
$55.8 million shortfall, and will take over the assets and use
insurance funds to pay guaranteed benefits earned under the plans,
which terminated as of January 25, 2010.  The PBGC became trustee
of the plans on June 17, 2010.

Within the next several weeks, the PBGC will send trusteeship
notification letters to all plan participants.  Under federal
pension law, the maximum guaranteed pension at age 65 for
participants in plans that terminate in 2010 is $54,000 per year.
The maximum guaranteed amount is lower for those who retire
earlier or elect survivor benefits.

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

Retirees of Penn Traffic 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 $53.8 million and was not previously included in
the agency's fiscal year 2009 financial statements.

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

                       About The Penn Traffic

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

The Company's affiliates also filed separate Chapter 11 petitions
-- Sunrise Properties, Inc.; Pennway Express, Inc.; Penny Curtiss
Baking Company, Inc.; Big M Supermarkets, Inc.; Commander Foods
Inc.; P and C Food Markets, Inc. of Vermont; and P.T. Development,
LLC.

Following a bankruptcy court-sanctioned auction, Tops Markets LLC
purchased almost all of Penn Traffic's stores as a going concern
by paying $85 million cash.  The sale was structured so Penn
Traffic avoided a $72 million claim for pension plan termination
and a $27 million claim by the principal supplier.


PHIBRO ANIMAL: S&P Gives Stable Outlook; Affirms 'B' Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its rating
outlook on Phibro Animal Health Corp. to stable from negative.
S&P affirmed its 'B' corporate credit rating and its 'B' issue-
level rating on the company's $160 million senior notes due in
2013.  At the same time, S&P revised its recovery rating on the
senior notes to '3' from '4'.  S&P also affirmed its 'CCC+' issue-
level and '6' recovery rating on the company's existing senior
subordinated notes due in 2014.

"The speculative-grade ratings on Phibro Animal Health Corp.
reflect its low margins, established but concentrated position in
the animal feed additives industry, and aggressive financial risk
profile," said Standard & Poor's credit analyst Michael Berrian.

Phibro's vulnerable business risk profile reflects its narrow
focus in the niche worldwide animal feed additives industry.  At
March 31, 2010, approximately 86% of the company's revenues came
from its animal health and nutrition segments, with distribution
and industrial chemicals accounting for the balance.  The company
is the third-largest participant in the niche worldwide animal
feed additives industry, manufacturing and marketing a diverse
line of animal health and nutrition products for livestock, such
as medicated feed additives and nutritional feed additives.
Still, the company is subject to fluctuations in demand and cost
of raw materials, which is tied to volatility in commodities
pricing.  S&P believes acquisitions could help Phibro diversify
from its concentration in the more commodity-like animal feed
additives business.  Indeed, the acquisition of Abic, completed in
the first quarter of 2009, helped accomplish this.  Abic, the
Israeli-based animal health business of Teva Pharmaceutical
Industries Ltd., and a manufacturer of more than 60 products
including poultry vaccines, provided an entrance into the
$800 million poultry vaccine market.  Despite these acquisitions,
Phibro remains narrowly focused in the animal feed additives
business, and has some revenue concentration.


PHILADELPHIA NEWSPAPERS: To Change Name; Unveils $39MM Exit Loan
----------------------------------------------------------------
Bob Warner at Philadelphia Daily News reports that the new owners
of the Daily News, Inquirer and their Web site, Philly.com, have
renamed their company picked an umbrella name for the venture that
points to a multifaceted, digital future -- Philadelphia Media
Network Inc.  The new moniker was disclosed over the weekend in a
333-page filing in the newspapers' Chapter 11 bankruptcy case.

"What I hope it does is reflect our strategy to integrate all of
our brand platforms, internally and for the consumer marketplace
and the advertising marketplace," said Greg Osberg, the designated
chief executive of the new company, Daily News reports.

According to the report, the court filing also disclosed that:

     -- David Hertzog, Esq., at Winston & Strawn, and Martin R.
        Wade III, chief executive of Broadcaster Inc., a
        telecommunications and game-development company, will
        become directors of the new Philadelphia media company,
        joining Mr. Osberg and Bob Hall, the chief operating
        officer.  Mr. Osberg said more board members would be
        added; and

     -- Bruce Meier -- an executive at Alvarez & Marsal, the
        Company's advisors -- will serve as chief financial
        officer.

The court filing also provided details of a $39.3 million exit
loan to pay off the costs of the Debtors' bankruptcy proceedings
and provide working capital for the new owners.  The $39 million
exit loan will be financed by a consortium of investment firms
that also hold ownership shares in the new company.  The loan will
bear an interest rate of at least 12.5%.

According to the report, the lender group includes Credit Suisse,
committing $12.8 million; Angelo, Gordon & Co., $6.9 million;
Alden Capital Group, $6.1 million; McDonnell Investment
Management, $5.4 million; Halbis Distressed Opportunities Master
Fund, $3.9 million; ETG Capital, $2.2 million; Ore Hill Partners,
$1.1 million; and Cerberus Partners, $841,614.  All are expected
to hold equity stakes in the company besides their interests in
the loan.

Mr. Osberg said the target date for settlement is early July.

                   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.


PHOENIX OF FAIRFIELD: Case Summary & Creditors List
---------------------------------------------------
Debtor: Phoenix of Fairfield County, Inc.
        2351 Boston Post Road, Unit 202
        Guilford, CT 06437

Bankruptcy Case No.: 10-31850

Chapter 11 Petition Date: June 21, 2010

Court: U.S. Bankruptcy Court
       District of Connecticut (New Haven)

Judge: Lorraine Murphy Weil

Debtor's Counsel: Peter L. Ressler, Esq.
                  Groob Ressler & Mulqueen
                  123 York Street, Suite 1B
                  New Haven, CT 06511-0001
                  Tel: (203) 777-5741
                  Fax: (203) 777-4206
                  E-mail: ressmul@yahoo.com

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

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

According to the schedules, the Company says that assets total
$1,707,558 while debts total $2,669,087.

A copy of the Company's list of 20 largest unsecured
creditors filed together with the petition is available for
free at http://bankrupt.com/misc/ctb10-31850.pdf

The petition was signed by Kenneth P. Myatt, treasurer.


PHOENIX WORLDWIDE: Can Continue Using Cash Collateral
-----------------------------------------------------
The Hon. Robert A. Mark of the U.S. Bankruptcy Court for the
Southern District of Florida has authorized, in a fifth order,
Phoenix Worldwide Industries, Inc., to use cash collateral of C3
Capital Partners, L.P.

A hearing on the Debtor's continued use of cash collateral will be
held on July 6, 2010, at 2:00 p.m.

The Debtor would also use the cash collateral to pay its ordinary
and necessary business expenses.  The Debtors will use the
collateral pursuant to a budget, a copy of which is available for
free at http://bankrupt.com/misc/PHOENIX_WORLDWIDE_budget.pdf

As reported in the Troubled Company Reporter on December 17, 2009,
the Debtor related that C3 Capital provided a $500,000 loan
and may assert an interest in cash collateral pursuant to a
security agreement between C3 Capital and the Debtor.

The Debtor is authorized to grant to C3 Capital post-petition
liens and replacement security interests and liens on the same
categories of collateral described in C3 Capital's filed UCC
financing statement.

                      About Phoenix Worldwide

Miami, Florida-based Phoenix Worldwide Industries, Inc. --
http://www.phoenixworldwide.com/-- dba Phoenix Worldwide
Industries, Inc.- Forensic Vehicle Division and Phoenix IVS
Division develops surveillance technologies for government and law
enforcement agencies.

The Company filed for Chapter 11 on June 29, 2009 (Bankr. S. D.
Fla. Case No. 09-23201).  The Debtor has assets and debts both
ranging from $10 million to $50 million.


PHOENIX WORLDWIDE: Court Moves Solicitation Deadline to August 31
-----------------------------------------------------------------
The Hon. Robert A. Mark of the U.S. Bankruptcy Court for the
Southern District of Florida has extended until August 31, 2010,
the exclusivity period in which Phoenix Worldwide Industries,
Inc., may solicit acceptances to confirm a plan of reorganization.

Miami, Florida-based Phoenix Worldwide Industries, Inc. --
http://www.phoenixworldwide.com/-- dba Phoenix Worldwide
Industries, Inc., Forensic Vehicle Division and Phoenix IVS
Division develops surveillance technologies for government and law
enforcement agencies.

The Company filed for Chapter 11 on June 29, 2009 (Bankr. S.D.
Fla. Case No. 09-23201).  Jeffrey P. Bast, Esq., at Bast Amron LLP
represents the Debtor in its restructuring efforts.  The Debtor
has assets and debts both ranging from $10 million to $50 million.


PHONEWORKS INC: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Phoneworks Inc.
        Call Box 815001
        AMF Station
        Carolina, PR 00981

Bankruptcy Case No.: 10-05384

Chapter 11 Petition Date: June 18, 2010

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Judge: Brian K. Tester

Debtor's Counsel: Fausto D. Godreau Zayas, Esq.
                  P.O. Box 9022512
                  San Juan, PR 00902-2512
                  Tel: (787) 724-0230
                  E-mail: dgodreau@LBRGlaw.com

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

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

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

The petition was signed by Ronald E. Massie, director.


POINT BLANK: Flatiron Loan to Finance Premiums Payment OK'd
------------------------------------------------------------
The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware authorized Point Blank Solutions, Inc.,
et al., to enter an insurance premium finance agreement with
Flatiron Capital to finance the payment of premiums due upon the
policy.

As adequate protection, Flatiron is granted a first priority
security interest which will have priority over any and all
administrative expenses.

The Debtors are authorized to pay the balance of the remaining
payments that come due under the PFA.

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

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


POINT BLANK: Creditors Have Until Aug. 13 to File Proofs of Claim
-----------------------------------------------------------------
The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware has established August 13, 2010, at
4:00 p.m., prevailing Eastern time, as the deadline for any
individual or entity to file proofs of claim against Point Blank
Solutions, Inc.

The Court also set October 12, 2010, at 4:00 p.m. ET, as the
governmental unit bar date.

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

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


POWER DEVELOPMENT: Section 341(a) Meeting Scheduled for July 14
---------------------------------------------------------------
The U.S. Trustee for the Western District of North Carolina will
convene a meeting of Power Development, LLC's creditors on
July 14, 2010, at 1:00 p.m.  The meeting will be held at the
Bankruptcy Courtroom, First Floor, 100 Otis Street, Asheville, NC
28801.

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.

Asheville, North Carolina-based Power Development, LLC, filed for
Chapter 11 bankruptcy protection on June 11, 2010 (Bankr. W.D.N.C.
Case No. 10-10684).  D. Rodney Kight, Jr., Esq., at Kight Law
Office, assists the Company in its restructuring effort.  The
Company estimated its assets and debts at $10,000,000 to
$50,000,000.


POWER DEVELOPMENT: Taps D. Rodney Kight as Bankruptcy Counsel
-------------------------------------------------------------
Power Development, LLC, has asked for authorization from the U.S.
Bankruptcy Court for the Western District of North Carolina to
employ D. Rodney Kight, Jr., as bankruptcy counsel.

Mr. Kight will:

     a. give legal advice with respect to the Debtor's powers and
        duties in the continuing operation of its business and
        management of its property;

     b. prepare applications, answers, orders, reports and other
        legal paper; and

     c. perform all other legal services which may be necessary
        herein.

The Debtor and Mr. Knight didn't disclose how Mr. Knight will be
compensated for his services.

Mr. Knight assures the Court that the firm is a "disinterested
person," as that term is defined in Section 101(14) of the
Bankruptcy Code, as modified by Section 1107(b) of the Bankruptcy
Code.

Asheville, North Carolina-based Power Development, LLC, filed for
Chapter 11 bankruptcy protection on June 11, 2010 (Bankr. W.D.N.C.
Case No. 10-10684).  The Company estimated its assets and debts at
$10,000,000 to $50,000,000.


PREFERRED VOICE: March 31 Balance Sheet Upside Down by $153,000
---------------------------------------------------------------
Preferred Voice Inc. filed its annual report on Form 10-K for
fiscal year ended March 31, 2010, reporting $1.411 million in
total assets and $1.564 million in total liabilities, for a
$153,021 total stockholders' deficit.

The Company reported net income of $736,589 on $4.8 million of net
sales for the year ended March 31, 2010, compared with a net
income of $43,617 on $4.0 million of net sales for the year ended
March 31, 2009.

In the Annual report, Preferred Voice said, "The Company has
suffered significant operating losses in past years.  As shown in
the accompanying financial statements, the Company has only shown
a profit of $736,589 and $43,617 for the years ended March 31,
2010 and 2009, respectively while it incurred net loss of $747,816
for the year ended March 31, 2008.  The Company had positive cash
flow from operations of $1,094,243 and $310,242 for the years
ended March 31, 2010 and 2009, respectively but experienced
negative cash flows from operations of $130,777 for the year ended
March 31, 2008.  These factors, among others, may indicate that
the Company will be unable to continue as a going concern for a
reasonable period of time."

A full-text copy of the Company's Form 10-K is available for free
at http://ResearchArchives.com/t/s?6545

Preferred Voice, Inc., provides enhanced services to the
telecommunications industry throughout the United States and
maintains its principal offices in Dallas, Texas.


PRIMFORCE REAL ESTATE: Faces Class Suit; Owners Declare Bankruptcy
------------------------------------------------------------------
Jean-Francois Bertrand at The Ottawa Citizen reports that the
owners of a Gatineau investment firm that a group of investors is
trying to sue for allegedly defrauding its members of millions of
dollars have declared personal bankruptcy, court heard Monday.

Ottawa Citizen relates the group of more than 150 investors had
asked Superior Court in Gatineau to authorize a class-action suit
against a list of defendants, including the owners of Primforce
Real Estate Investments Inc. -- Fran‡ois Roy, Marc Jemus and
Robert Primeau -- but "we cannot legally sue them," said Pierre
Sylvestre, Esq., lawyer for David Brown, a Ganonoque investor who
is the main petitioner.

According to the report, the hearing, which began Monday, will
determine if the class action application is granted and the case
can proceed.  Mr. Sylvestre, Esq., said outside of court that he
asked to authorize a class action against two financial brokers,
Gatineau notary Jean Lafreniere, B2B Trust and Whitney Canada, a
real estate training company.

"We claim that they were negligent, that they didn't keep their
eyes open, that they're were not watchdogs."

Ottawa Citizen notes that none of the claims have been proven in
court. A criminal investigation by the RCMP has concluded after
two years of investigation.  The report is now in the hands of the
Crown attorney's office in Gatineau, which will decide whether
charges should be laid.

The hearing was to resume Monday afternoon.


PRIUM TUMWATER: Case Summary & 15 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Prium Tumwater Buildings LLC
        820 A Street #300
        Tacoma, WA 98402

Bankruptcy Case No.: 10-44962

Chapter 11 Petition Date: June 18, 2010

Court: United States Bankruptcy Court
       Western District of Washington (Tacoma)

Judge: Brian D. Lynch

Debtor's Counsel: Timothy W. Dore, Esq.
                  Ryan Swanson & Cleveland PLLC
                  1201 3rd Ave Ste 3400
                  Seattle, WA 98101-3034
                  Tel: (206) 464-4224
                  E-mail: dore@ryanlaw.com

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

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

The petition was signed by Thomas W. Price, member and manager of
Prium Companies LLC, the sole member of the Debtor.

Debtor's List of 15 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
New Dimensions Lawn &                            $5,620
Land
8504 Canyon Rd East
Puyallup, WA 98371

City of Tumwater                                 $3,614
PO Box 14069
Tumwater, WA 98511

Puget Sound Energy                               $3,092
BOT-01H
PO Box 91269
Bellevue, WA 98009

Zeigler's Welding Inc.                           $3,032

Maintenance Man Unlimited                        $2,958

Pioneer Fire and Security                        $2,534

Thyssenkrup Elevator Corp                        $2,473

Pacific Disposal                                 $1,888

Qwest                                            $302

Dept. of Labor and Industries                    $218

Sprague                                          $173

REP Electric Inc.                                $156

Stewart Title Company                            $135

D.K. Boos Glass                                  $130

Chicago Title Insurance Co.                      $70


PUMP 24: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------
Debtor: Pump 24 Hour Training Mecca, LLC
        dba Pump Core
        dba Pump Diva
        dba Pump Burn
        5305 North 23rd Street
        McAllen, TX 78504

Bankruptcy Case No.: 10-70445

Chapter 11 Petition Date: June 18, 2010

Court: United States Bankruptcy Court
       Southern District of Texas (McAllen)

Judge: Richard S. Schmidt

Debtor's Counsel: Antonio Villeda, Esq.
                  Attorney at Law
                  5414 N 10th St
                  McAllen, TX 78504
                  Tel: (956) 631-9100
                  E-mail: avilleda@mybusinesslawyer.net

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

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/txsb10-70445.pdf

The petition was signed by Marina Garza, manager.


QWEST COMMUNICATIONS: Files 11-K Report for Investment Plan
-----------------------------------------------------------
Qwest Communications International Inc. filed with the Securities
and Exchange Commission the annual report on Form 11-K for Qwest
Savings & Investment Plan for the fiscal year ended December 31,
2009.

At December 31, 2009, the Plan had total assets of $3,005,034
against total liabilities of $8,876.  Net assets available for
benefits were $2,970,742.

A full-text copy of the Form 11-K report is available at no charge
at http://ResearchArchives.com/t/s?6531

                        CenturyTel Merger

On April 21, 2010, Qwest entered into a merger agreement whereby
CenturyTel, Inc., will acquire the Company in a tax-free, stock-
for-stock transaction.  Under the terms of the agreement, Qwest
stockholders will receive 0.1664 shares of CenturyLink common
stock for each share of Qwest common stock they own at closing.
Based on Qwest's and CenturyLink's share prices as of the date of
the merger agreement, at closing CenturyLink shareholders are
expected to own approximately 50.5% and Qwest stockholders are
expected to own approximately 49.5% of the combined company.
Completion of this transaction is subject to approval by the
stockholders of both companies, various federal and state
regulatory approvals as well as other customary closing
conditions.  Qwest anticipates closing this transaction in the
first half of 2011.  If the merger agreement is terminated under
certain circumstances, Qwest may be obligated to pay CenturyLink a
termination fee of $350 million.

                           About Qwest

Based in Denver, Colorado, Qwest Communications (NYSE: Q) --
http://www.qwest.com/-- offers residential customers a new
generation of fiber-optic Internet service, high-speed Internet
solutions, as well as digital home phone, wireless service
available through Verizon Wireless and DIRECTV services.  Qwest is
also the choice of 95 percent of Fortune 500 companies, offering a
full suite of network, data and voice services for small
businesses, large businesses, government agencies and wholesale
customers.  Additionally, Qwest participates in Networx, the
largest communications services contract in the world, and is
recognized as a leader in the network services market by leading
technology industry analyst firms.

At March 31, 2010, the Company had total assets of $19.362 billion
from total liabilities of $20.482 billion, resulting in
stockholders' deficit of $1.120 billion.  The March 31 balance
sheet also showed strained liquidity: The Company had total
current assets of $4.005 billion from total current liabilities of
$4.590 billion.


QWEST COMMUNICATIONS: Unveils Remaining Tier 1 Heads for NewCo
--------------------------------------------------------------
CenturyLink, Inc., and Qwest Communications International Inc.
said in a regulatory filing they have been working to determine
the organizational leaders and structure for the combined company.

On June 18, 2010, CenturyLink and Qwest announced the remaining
Tier 1 leaders for the combined organization.  Included are
leadership appointments in Wholesale, Corporate Strategy,
Regulatory, Legal, Network, Human Resources and IT.  All
appointments are effective when the merger closes.

     -- Bill Cheek, President Wholesale Operations

Responsible for sales, sales operations, account management,
product management, marketing, solutions engineering, order
initiation centers, carrier relations/management, dispute
resolution, revenue assurance, interconnection contracts and
customer service for all wholesale business segments. He is also
responsible for pay station operations.

     -- Stephanie Comfort, EVP Corporate Strategy & Development

Responsible for corporate strategy and planning, corporate
development, customer insights and portal development.

     -- Steven Davis, SVP Public Policy & Government Relations

Responsibilities include all state and federal regulatory
activities, including policy development, issue advocacy,
compliance and enforcement proceedings.

     -- Stacey Goff, EVP, General Counsel & Secretary

Responsibilities include all aspects of the combined company's
legal affairs, including support for business units, corporate
functions, board and shareholder related legal matters,
litigation, intellectual property and regulatory matters. He will
also be responsible for corporate communications, investor
relations, aviation, brand management, records retention,
compliance and ethics functions.

     -- Dennis Huber, EVP Network Services

Previously EVP Network Services and IT, his responsibilities
include all shared network services for consumer, SOHO, small
business, business markets and wholesale.  These functions include
strategic network architecture, planning, engineering, design,
construction, new product development, technology labs and data
hosting. Dennis will also have responsibility for Long Distance
Operations and Service Delivery for the National and International
Networks which includes the field operations, provisioning, CPE
delivery, and field technicians responsible for these networks.

     -- Don McCunniff, SVP Human Resources

Responsible for all aspects of human resources, including
compensation and benefits, payroll, diversity, labor relations,
field HR, HR policy, corporate culture, staffing, recruitment,
corporate training and development.

     -- Girish Varma, SVP IT Services

Responsible for all IT services and support including systems
architecture and design, delivery, overseas software development
and for development and sales support of enterprise IT services.
Bill Bradley will continue as SVP and Chief Information Officer
and will be responsible for U.S. software development, management
of internal computing infrastructure and applications as well as
overall systems conversions reporting to Mr. Varma.

These leaders join the previously announced positions of Glen Post
as Chief Executive Officer and President, as well as these direct
reports to Mr. Post:

     -- Chris Ancell, President Business Markets Group

Responsible for all sales, service and support for the larger
enterprise business markets channel including sales support, sales
engineering, marketing, product management, pricing, proposal
management and customer care.  He will also have responsibility
for government programs for the business markets group.

     -- Stewart Ewing, EVP, Chief Financial Officer and Assistant
        Secretary

Responsible for finance, accounting, budgeting, billing, treasury,
tax, supply chain, procurement, real estate, fleet, decision
support, insurance, internal audit, separations, revenue
assurance, SOX compliance, national security, environmental
health/safety and risk management functions.

     -- Maxine Moreau, SVP Integration & Process Improvement

Responsible for the remaining Embarq customer conversions as well
as leading the integration of CenturyLink and Qwest.  She will
have responsibility for the overall organization and systems
integration, synergy management, business IT systems governance
and business process improvement.

     -- Karen Puckett, EVP & Chief Operating Officer

Responsible for all sales, service and support for the consumer,
SOHO and small enterprise customers including sales support, sales
engineering, marketing, product management, pricing and customer
care. She will be responsible for all shared service delivery
functions for all market segments which include dispatch, repair,
network operations centers, provisioning functions and credit and
collections.  The Companies will operate the combined company
leveraging CenturyLink's local operating model structure with
region presidents, general managers, in-region field technicians
and retail operations.

     -- Other Qwest Senior Executives

Teresa Taylor, EVP & Chief Operating Officer; Rich Baer, EVP,
General Counsel & Chief Administrative Officer; Joseph Euteneuer,
EVP & Chief Financial Officer; Bob Tregemba, EVP Network
Operations; Dan Yost, EVP Mass Markets; and Roland Thornton, EVP
Wholesale Markets will, in addition to continuing in their current
roles with Qwest through the closing, play crucial roles in
advising the newly named Tier 1 leaders as they plan their areas
of responsibility for the combined company. They will also play
key roles in the overall organizational design and employee
selection process.

     -- Employee Selection Process

Personnel decisions will be made in a cascading process. Tier 1
leaders will name their direct reports, who will be Tier 2
leaders. These Tier 2 leadership selections are expected to be
announced later this year.  Tier 2 leaders will then select their
Tier 3 direct reports.

This tiered selection process will continue until all positions
for the combined company have been determined. The location for
jobs will be part of the decision making process. It will be
several months before the complete organizational structure is
finalized, and the Companies expect that there will be some job
selections that are not finalized until the close of the
transaction or after.

The Companies also disclosed that they have started the approval
process with the Federal Communications Commission and the
Department of Justice.  Also, they have filed for approval in 23
states where they operate.

                        CenturyTel Merger

On April 21, 2010, Qwest entered into a merger agreement whereby
CenturyTel, Inc., will acquire the Company in a tax-free, stock-
for-stock transaction.  Under the terms of the agreement, Qwest
stockholders will receive 0.1664 shares of CenturyLink common
stock for each share of Qwest common stock they own at closing.
Based on Qwest's and CenturyLink's share prices as of the date of
the merger agreement, at closing CenturyLink shareholders are
expected to own approximately 50.5% and Qwest stockholders are
expected to own approximately 49.5% of the combined company.
Completion of this transaction is subject to approval by the
stockholders of both companies, various federal and state
regulatory approvals as well as other customary closing
conditions.  Qwest anticipates closing this transaction in the
first half of 2011.  If the merger agreement is terminated under
certain circumstances, Qwest may be obligated to pay CenturyLink a
termination fee of $350 million.

                           About Qwest

Based in Denver, Colorado, Qwest Communications (NYSE: Q) --
http://www.qwest.com/-- offers residential customers a new
generation of fiber-optic Internet service, high-speed Internet
solutions, as well as digital home phone, wireless service
available through Verizon Wireless and DIRECTV services.  Qwest is
also the choice of 95 percent of Fortune 500 companies, offering a
full suite of network, data and voice services for small
businesses, large businesses, government agencies and wholesale
customers.  Additionally, Qwest participates in Networx, the
largest communications services contract in the world, and is
recognized as a leader in the network services market by leading
technology industry analyst firms.

At March 31, 2010, the Company had total assets of $19.362 billion
from total liabilities of $20.482 billion, resulting in
stockholders' deficit of $1.120 billion.  The March 31 balance
sheet also showed strained liquidity: The Company had total
current assets of $4.005 billion from total current liabilities of
$4.590 billion.


RARE EARTH: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Rare Earth Hardwoods, Inc.
        6778 East Traverse Highway
        Traverse City, MI 49684

Bankruptcy Case No.: 10-07656

Chapter 11 Petition Date: June 18, 2010

Court: U.S. Bankruptcy Court
       Western District of Michigan (Grand Rapids)

Judge: Scott W. Dales

Debtor's Counsel: Gregory M. Luyt, Esq.
                  Bowerman, Bowden, Ford, Clulo & Luyt PC
                  620-A Woodmere
                  Traverse City, MI 49686
                  Tel: (231) 941-8048
                  Fax: (231) 941-8192
                  E-mail: luyt@traverselaw.com

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

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

A copy of the Company's list of 20 largest unsecured
creditors filed together with the petition is available for
free at http://bankrupt.com/misc/miwb10-07656.pdf

The petition was signed by Ricahrd Paid, president.


REMEDIATION FIN'L: Plan Outline Hearing Continued Until July 14
---------------------------------------------------------------
The Hon. Charles G. Case II of the U.S. Bankruptcy Court for the
District of Arizona has continued until July 14, 2010, at
10:00 a.m., the approval of a disclosure statement explaining
RFI Realty, Inc., et al.'s proposed Chapter 11 Plan.  The deadline
for filing statements of remaining unresolved issues with Debtors'
amended disclosure statement is until July 8, 2010.

According to the Disclosure Statement, the Plan implements, and
continues to abide by, several major settlements and agreements
entered into by the Debtors during the proceedings.

The Plan implements the key agreements, which create a very
substantial fund for the remediation of the real property, provide
for the sale of substantially all of the Debtors' assets, and
otherwise settle and resolve claims.

The Plan provides for the payment in full of all administrative
claims and expenses and all other claims.  Sale proceeds will be
used to pay past or future priming liens as may be necessary to
fund operating and administrative payments.  The necessity for the
priming liens is reduced to the extent that administrative and
operating expenses are able to be funded from unencumbered sources
and from the buyer's periodic payments made under SunCal Santa
Clarita, L.L.C. PSA.  The Debtors expect to need to draw a priming
lien to the extent that unencumbered sources and the interim
payments under the SunCal PSA are insufficient to provide for
adequate budgeted reserves, and meet administrative and operating
obligations.

The Posta Bella Lenders Settlement has budgeted for operating and
administrative expenses and provided sources for the expenses both
in the monthly budget and budgeted from the sales proceeds at
closing of a sale of a real property.

Claims for remediation, as the claims of the Castaic Lake Water
Agency litigation settlement Agreement Plaintiffs and The
California Department of Toxic Substances Control are to be funded
as directed and provided in the CCSA and CLWA settlement from the
funds om deposit in SF Escrow 1 and SF Escrow 2 and other sources
for remediation.

The Plan does not provide for any distribution on account of
claims made by insider unsecured creditors.

The Plan allocates an amount for unsecured claims that are not for
remediation in the Santa Clarita, L.L.C. estate as a percentage
(3.28%) of funds remaining, which are funds available for
distribution after payment of higher priority claims.  The Debtors
estimate that the allocation with produce funds totaling
$1 million to non-insider SCLLC unsecured claims.  The Debtors do
not believe that non-insider SCLLC allowed claims will be paid in
full.

The Plan provides for no distribution to holders of interests.
The Plan provides for interests to remain subject to the voting
trust until the bankruptcy cases are closed.

Pursuant the CCSA, Bermite Recovery, L.L.C. has the right to
borrow up to $7 million secured by a lien with priority over all
existing liens.  The Debtors have negotiated with First Credit
Bank to provide a first position secured credit facility to
Bermite for up to $7 million in the event the financing is
necessary.  The Debtors do not intend to draw the FCB line unless
the buyer terminates the SunCal PSA.

A full-text copy of the Disclosure Statement is available for free
at http://researcharchives.com/t/s?4a8a

                  About Remediation Financial

Headquartered in Phoenix, Arizona, Remediation Financial Inc. is a
real estate developer.  Remediation Financial and Santa
Clarita, L.L.C., filed for Chapter 11 protection on July 7, 2004
(Bankr. D. Ariz. Case No. 04-11910).  RFI Realty Inc. filed on
June 15, 2004 (Bankr. D. Ariz. Case No. 04-10486) and Bermite
Recovery LLC filed on Sept. 30, 2004 (Bankr. D. Ariz. Case No. 04-
17294).  The cases are jointly administered under RFI Realty Inc.

Alan A. Meda, Esq., Alisa C. Lacey, Esq., Christopher Graver,
Esq., and Christopher C. Simpson, Esq., at Stinson Morrison Hecker
LLP; Brenda K. Martin, Esq., and Warren J. Stapleton, Esq., at
Osborn Maledon, PA; and Thomas J. Salerno, Esq., at Squire,
Sanders & Dempsey, LLP, represent the Debtors in their
restructuring efforts.  No official committee of unsecured
creditors has been appointed in this case.  When the Debtors filed
for protection from their creditors, they listed assets of more
than $100 million and debts of $10 million to
$50 million.


RIDGEVIEW HEIGHTS: Reorganization Case Dismissed
------------------------------------------------
The Hon. Marian F. Harrison of the U.S. Bankruptcy Court for the
Middle District of Tennessee dismissed the Chapter 11 case of
Ridgeview Heights, LLC.

Bartlett, Tennessee-based Ridgeview Heights, LLC, filed for
Chapter 11 bankruptcy protection on December 28, 2009 (Bankr. M.D.
Tenn. Case No. 09-14692).  Paul E. Jennings, Esq., who has an
office in Murfreesboro, Tennessee, assisted the Company in its
restructuring effort.  The Company listed $10,000,001 to
$50,000,000 in assets and $1,000,001 to $10,000,000 in
liabilities.


RQB RESORT: Can Access Goldman Sachs's Cash Until August 27
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
authorized RQB Resort, LP, and RQB Development LP's continued use
of cash collateral until August 27, 2010.

As reported in the Troubled Company Reporter on May 19, Bill
Rochelle at Bloomberg News reported that RQB Resort owed
$193 million to secured creditor Goldman Sachs Mortgage Co.

The Debtors related that Goldman Sachs is adequately protected in
their continued use of the cash collateral.  Goldman Sachs is also
granted replacement lien on all postpetition accounts receivable;
and superpriority administrative expense claim status.

                          About RQB Resort

RQB Resort LP and RQB Development LP own Florida's Sawgrass
Marriott Resort, the site of the U.S. PGA Tour's Tournament
Players Championship.

Ponte Vedra Beach, Florida-based RQB Resort, LP, aka Sawgrass
Marriott Resort & Cabana Club, filed for Chapter 11 bankruptcy
protection on March 1, 2010 (Bankr. M.D. Fla. Case No. 10-01596).
The Company's affiliate -- RQB Development, LP, aka Sawgrass
Marriott Golf Villas & Spa -- filed a separate Chapter 11
petition.

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


RQB RESORT: Goldman Can't Foreclose on Sawgrass Marriott
--------------------------------------------------------
Bill Rochelle at Bloomberg News reports that a bankruptcy judge
denied a motion by Goldman Sachs Mortgage Co., the secured lender
owed $193 million, to modify the automatic stay so that it could
foreclose on RQB Resort LP's Sawgrass Marriott Resort in Ponte
Vedra Beach, Florida.  The resort owner takes the position that
the property is worth $90 million.  The lender says it's worth
$135.3 million.  There will be a preliminary hearing on July 20
where the bankruptcy judge eventually will put a value on the
resort.

According to the report, the bankruptcy judge also granted RQB's
request for an extension of the exclusive right to propose a
Chapter 11 plan until Dec. 31.

                         About RQB Resort

RQB Resort LP and RQB Development LP own Florida's Sawgrass
Marriott Resort, the site of the U.S. PGA Tour's Tournament
Players Championship.

Ponte Vedra Beach, Florida-based RQB Resort, LP, aka Sawgrass
Marriott Resort & Cabana Club, filed for Chapter 11 bankruptcy
protection on March 1, 2010 (Bankr. M.D. Fla. Case No. 10-01596).
The Company's affiliate -- RQB Development, LP, aka Sawgrass
Marriott Golf Villas & Spa -- filed a separate Chapter 11
petition.

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


RUMJUNGLE - LAS VEGAS: Wants 120-Day Extension of Filing of Plan
----------------------------------------------------------------
Rumjungle - Las Vegas, LLC, has asked the U.S. Bankruptcy Court
for the District of Nevada to extend the time for the filing of
the Debtor's plan of reorganization by 120 days.

Absent an extension, the Debtor's exclusivity periods will expire
90 days from the Petition Date.

The Debtor needs additional time to file the plan, as a resolution
of whether an assumption of the Mandalay Lease or an assumption
and assignment of the same is required is necessary for a
successful reorganization of the Debtor.  The Debtor says that the
Mandalay Lease is critical to the uninterrupted operations of its
restaurant and nightclub.

In November 1998, the Debtor entered into an agreement to lease
space at Mandalay Bay for 10 years, commencing March 1, 1999, with
two 60-month options to extend.  In March 2007, the Debtor
exercised its first 60-month option under the Mandalay Lease.

The Mandalay Lease is currently due to expire on March 31, 2014,
subject to the Debtor's remaining 60-month option to extend
thereafter.

In September 2008, the Debtor commenced an action in state court,
entitled Rumjungle - Las Vegas dba Rumjungle et al v. Mandalay
Corp. et al., Case No. A570627 (the Adversary Action), an action
which seeks certain determinations with regard to the Mandalay
Lease, including: breach of contract, breach of the covenant of
good faith and fair dealing, breach of the covenant of quiet
enjoyment, and intentional interference with contractual
relations.

The Adversary Action has been removed to this Court.  The Debtor
has paid all post-petition obligations as they have come due.

The Court has set a hearing for July 21, 2010, at 9:30 a.m. on the
Debtor's request to extend the period for the filing of a plan.

Miami, Florida-based Rumjungle - Las Vegas LLC, A Nevada Limited
Liability Company, dba Rumjungle, owns a nightclub in Las Vegas,
Nevada.  The Company filed for Chapter 11 bankruptcy protection on
March 16, 2010 (Bankr. D. Nev. Case No. 10-14228).  Nancy L. Allf,
Esq., at Law Office Of Nancy L. Allf, assists the Company in its
restructuring effort.  According to the schedules, the Company has
assets of $12,000,094, and total debts of $1,149,438.


SCHUCK-BAYMEADOWS: U.S. Trustee Unable to Form Creditors Committee
------------------------------------------------------------------
The U.S. Trustee for Region 21 will not appoint a committee of
creditors in Schuck-Baymeadows, LLC's Chapter 11 case until
further notice, due to an insufficient number of unsecured
creditors willing or able to serve on an unsecured creditors
committee.

Rexburg, Idaho-based Schuck-Baymeadows, LLC, filed for Chapter 11
bankruptcy protection on March 16, 2010 (Bankr. M.D. Fla. Case No.
10-02088).  Jason B. Burnett, Esq., at GrayRobinson, P.A., assists
the Company in its restructuring effort.  The Company listed
$10,000,001 to $50,000,000 in assets and $1,000,001 to $10,000,000
in debts.

The Company's affiliate, Villa Sangria-Baymeadows, LLC, filed a
separate Chapter 11 petition on March 16, 2010, listing
$10 million to $50 million in assets and $1 million to $10 million
in liabilities.


SEA LAUNCH: Plan Up for July 27 Confirmation Hearing
----------------------------------------------------
Bill Rochelle at Bloomberg News reports that Sea Launch Co. will
seek confirmation of its reorganization plan at a hearing July 27.
The bankruptcy judge in Delaware approved the explanatory
disclosure statement on June 21.  Russia's S.P. Korolev Rocket &
Space Corp. Energia will acquire between 85% and 95% of the stock
through the plan, with the difference depending on whether other
creditor classes accept it.

According to the report, the reorganization is to be financed by a
$140 million equity commitment and $200 million in debt financing.
Unsecured customers and suppliers owed some $120 million are in
line for a recovery of about 17.5% if they vote for the plan.
Investors Boeing Co. and Norway's Aker Maritime Finance AS, if
they are found to have valid claims, will take home 5% of the
stock for the estimated $1.76 billion they are owed.

Bloomberg also reports that Sea Launch filed a motion for an
extension, until September 12, of the exclusive right to propose a
reorganization plan.  A hearing is scheduled for July 12.

                         About Sea Launch

Sea Launch Company, L.L.C., is a satellite-launch services
provider that offers commercial space launch capabilities from the
Baikonur Space Center in Kazakhstan.  Its owners include Boeing
Co., RSC Energia, and Aker ASA.

Sea Launch filed for Chapter 11 on June 22, 2009 (Bankr. D. Del.
Case No. 09-12153).  Joel A. Waite, Esq., and Kenneth J. Enos,
Esq., at Young, Conaway, Stargatt & Taylor LLP, in Wilmington,
Delaware, serve as the Debtor's counsel.  At the time of the
filing, the Company said its assets range from US$100 million to
US$500 million and debts are at least US$1 billion.


SIX FLAGS: Cuts Jobs & 3 Execs; To Move CEO to Dallas Headquarters
------------------------------------------------------------------
With the recent completion of the Chapter 11 reorganization of Six
Flags Entertainment Corporation, the Company said on Monday it
believes it is the right time to realign its operational structure
to focus on its core strengths as a theme park company.  As a
result, commencing on June 16, 2010, the Company implemented a
workforce reduction, primarily at its New York, and Dallas, Texas
corporate offices.  The Company did not disclose the number of
jobs to be affected.

The Company also announced that it is moving the office of the CEO
to the Dallas corporate headquarters.

In connection with the workforce reduction, the Company expects to
offer severance packages to certain of the terminated employees,
however, it is currently unable to provide an estimate of the cost
of such packages.  The Company anticipates that the workforce
reduction, along with related corporate operating expense savings,
will generate annualized cost savings of $16.0 million, not
including severance and other associated costs.  The effect of
these reductions should bring the Company's general and
administrative costs more in line, on a percentage of revenue
basis, with other companies in the regional theme park industry.

As part of the workforce reduction, the Company terminated,
without cause, its employment agreements, each dated April 1,
2009, with Michael Antinoro, Executive Vice President,
Entertainment and Marketing; Andrew Schleimer, Executive Vice
President, Strategic Development and In-Park Services; and Mark
Quenzel, Executive Vice President, Park Strategy and Management.
Effective as of July 16, 2010, Messrs. Antinoro, Quenzel and
Schleimer will no longer be employed by the Company.

The Employment Agreements have a term of four years and provide
for base salaries of $400,000, $500,000 and $500,000 for Mr.
Antinoro, Mr. Quenzel and Mr. Schleimer, respectively.  The
Employment Agreements provide for a target bonus amount of
$500,000, $500,000 and $400,000 for Mr. Antinoro, Mr. Quenzel and
Mr. Schleimer, respectively.  Bonuses are determined based upon
the level of achievement of the following performance parameters,
each as defined in the Employment Agreements: Budgeted Adjusted
EBITDA, Budgeted Free Cash Flow, Budgeted Attendance, Budgeted In-
Park Net Revenue Per Capita and Budgeted Sponsorship/Licensing
Revenue (Adjusted EBITDA weighted 50% and others 12.5%). No
bonuses are payable if 90% of the Budgeted Adjusted EBITDA target
is not obtained.

Severance is payable under the Employment Agreements upon
termination of employment without "cause" or for "good reason"
during the contract term.  In addition, Messrs. Antinoro, Quenzel
and Schleimer would receive an amount equal to the sum of their
base salary for the remaining balance of the contract term and
their annual bonus for the prior year.  Under the Employment
Agreements, in the event of such a termination, Messrs. Antinoro,
Quenzel and Schleimer would receive 12 months of continued health
and life insurance coverage.

                        About Six Flags

Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.

Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019).  Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, served as the Debtors'
lead counsel.  Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, served as local counsel.  Cadwalader Wickersham & Taft
LLP, served as special counsel.  Houlihan Lokey Howard & Zukin
Capital Inc., served as financial advisors, while KPMG LLC served
as accountants.  Kurtzman Carson Consultants LLC served as claims
and notice agent.  As of March 31, 2009, Six Flags had
$2,907,335,000 in total assets and $3,431,647,000 in total
liabilities.

Judge Christopher S. Sontchi on April 29, 2010, confirmed the
Modified Fourth Amended Plan of Reorganization of Six Flags Inc.
and its debtor affiliates.  On April 30, the Debtors consummated
their restructuring through a series of transactions contemplated
by the Plan and the Plan became effective pursuant to its terms.
On the Effective Date, Six Flags, Inc. changed its corporate name
to "Six Flags Entertainment Corporation."


SMART ONLINE: Settles Securities Class Action Suit
--------------------------------------------------
Smart Online Inc. entered into a Stipulation and Agreement of
Settlement with the lead plaintiff in the pending securities class
action.  Also included in the settlement are all the current and
former officers, directors, shareholders and employees of the
Company who had also been named as defendants in the securities
class action, as well as Maxim Group.

The settlement is subject to preliminary and final approval of the
United States District Court for the Middle District of North
Carolina, which the Company anticipates will occur in the second
half of this year.

The Stipulation provides for the certification of a class
consisting of all persons who purchased the Company's publicly-
traded securities between May 2, 2005 and September 28, 2007,
inclusive.  The settlement class will receive total consideration
of a cash payment of $350,000 to be made by the Company, a cash
payment of $112,500 to be made by Maxim Group, the transfer from
Henry Nouri to the class of 25,000 shares of Company common stock
and the issuance by the Company to the class of 1,475,000 shares
of Company common stock.  Under the terms of the Stipulation,
counsel for the settlement class may sell some or all of the
common stock received in the settlement before distribution to the
class, subject to the limitation that it cannot sell more than
10,000 shares on one day or 50,000 shares in 30 calendar days.

All claims against the settling defendants will be dismissed with
prejudice.  The claims of the lead plaintiff against Jesup &
Lamont Securities Corp. and the Company's former independent
registered public accounting firm, Sherb & Co., are not being
dismissed and will continue.  The Stipulation contains no
admission of fault or wrongdoing by the Company or the other
settling defendants.

Headquartered in Durham, North Carolina, Smart Online, Inc. (OTC
BB: SOLN) -- http://www.smartonline.com/-- develops and markets
software products and services targeted to small  businesses that
are delivered via a Software-as-a-Service (SaaS), or SaaS, model.
The Company also provides website consulting services, primarily
in the e-commerce retail industry products and services.

                           *     *     *

The Company's balance sheet as of March 31, 2010, showed
$1,146,666 in assets and $17,453,810 of liabilities, for a
stockholders' deficit of $16,307,144.


SMURFIT-STONE: S&P Puts 'BB+' Rating on $1.2 Bil. Notes
-------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' preliminary
issue-level rating to Smurfit-Stone Container Corp.'s proposed
$1.2 billion first-lien secured term loan, based on S&P's expected
'1' recovery rating.  S&P also expect to assign the reorganized
company its 'BB-' corporate credit rating with a stable rating
outlook upon its emergence from bankruptcy protection.

The company has indicated that it expects to emerge from
bankruptcy on June 30, 2010.  Upon emergence, SSCC will merge with
SSCE, with the surviving corporation to be renamed Smurfit-Stone
Container Corp.

"The rating action reflects the company's announcement that the
U.S. Bankruptcy Court in Wilmington, Delaware, entered an order
confirming the company's reorganization plan under Chapter 11 of
the U.S. Bankruptcy Code," said Standard & Poor's credit analyst
Pamela Rice.  This follows similar relief previously granted in
Canada.  Under the terms of the plan, SSCC would reduce its total
debt, including accounts receivable sold (but excluding S&P's
adjustments), to about $1.2 billion from about $4.1 billion prior
to its bankruptcy filing.

Subject to final documentation and S&P's review of legal matters
that S&P believes are relevant to its analysis, as outlined in its
criteria, S&P expects to issue final ratings upon the company's
emergence from bankruptcy that are consistent with its preliminary
and expected ratings.  S&P also expect to assign a stable rating
outlook to the expected 'BB-' corporate credit rating supported by
S&P's expectations for improved earnings over the next year or so
and sufficient liquidity for the expected rating level.  For the
expected 'BB-' rating S&P expects adjusted leverage to be less
than 4x and FFO to debt to be greater than 15%.

S&P could consider a higher rating if favorable market conditions
continue such that SSCC's free cash flow generation and
accumulated cash balances are meaningfully higher than S&P
currently expect when it faces the potential ramp up of pension
contributions.  Specifically, S&P would need to believe that the
company would be able to generate at least break-even free cash
flow even during cyclical downturns and that credit measures would
remain near the levels S&P expects in the near term, specifically
adjusted debt to EBITDA around 3.5x and adjusted FFO to debt
around 20%.

S&P could lower the rating if SSCC's operating performance
deteriorates rather than improves from first-quarter 2010 results
such that S&P expects substantially lower free cash flow
generation and weaker-than-expected credit measures.
Specifically, if S&P believed adjusted leverage would reach 5x and
FFO to debt would fall to 10%.  Factors that could contribute to
such a scenario include a faltering U.S. economy that leads to
oversupply and falling prices or rampant cost inflation.  S&P
could also consider a lower rating if the company develops a
financial policy that S&P would deem to be more consistent with a
highly leveraged financial risk profile.

Standard & Poor's has provided the foregoing independent credit
opinions based on the information that has been provided.  In
offering such opinions, Standard & Poor's is independent from the
engaging company and any parties to the bankruptcy proceeding.
S&P does not advise, advocate, or support any particular plan of
reorganization, and a rating opinion does not indicate whether the
plan is fair, reasonable, or appropriate, or likely to be
confirmed as the basis for the company's emergence from
bankruptcy.  The issuer, issue, and recovery ratings and the
rating outlook provided by Standard & Poor's to companies prior to
exiting bankruptcy are preliminary, are its current opinion of the
final ratings and rating outlook that S&P expects to assign at a
future date, and subsequent developments or changes to the plan or
information considered by us in S&P's analysis could result in
final conclusions that differ from the preliminary ratings and
outlook.  Rating opinions provided by Standard & Poor's to a
company in bankruptcy are assumed to be used in accordance with
all applicable laws.


SOUTH BAY PROPERTIES: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: South Bay Properties, LLC
        fdba Winyah Bay Properties, LLC
        5511 Capital Center Dr Ste 105
        Raleigh, NC 27606

Bankruptcy Case No.: 10-04922

Chapter 11 Petition Date: June 18, 2010

Court: United States Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: Stephani W. Humrickhouse

Debtor's Counsel: 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

Scheduled Assets: $6,000,000

Scheduled Debts: $10,860,734

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nceb10-04922.pdf

The petition was signed by Kyle Corkum, company's manager/member.


SOUTHERN CALIFORNIA: 9th Cir. Upholds Award to Involuntary Debtors
------------------------------------------------------------------
WestLaw reports that a California bankruptcy court's award of
punitive damages totaling $130,000 to two alleged debtors
following dismissal of the involuntary petitions, which broke down
to $65,000 in each case, or $5,000 per petitioning creditor, was
not a per se violation of due process based on the ratio of
punitive to actual damages awarded, the Ninth Circuit Court of
Appeals has ruled.  The due process inquiry properly compared the
punitive damages awarded to the harm caused by the wrongful act,
not merely to the actual damages awarded, the appellate court
explained.  Here, the petitioning creditors' bad faith filings
caused the alleged debtors to defend two involuntary petitions at
a cost of approximately $170,000.  Accordingly, the ratio of
punitive damages to actual harm was less than 1:1, and plainly
fell within constitutional bounds.  In re Southern California
Sunbelt Developers, Inc., --- F.3d ----, 2010 WL 2293464, 10 Cal.
Daily Op. Serv. 7176, 2010 Daily Journal D.A.R. 8623 (9th Cir.).


SOUTHWEST STONE: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Southwest Stone & Title, Inc.
        2965 Lincoln Road
        Las Vegas, NV 8911

Bankruptcy Case No.: 10-21383

Chapter 11 Petition Date: June 18, 2010

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Linda B. Riegle

Debtor's Counsel: Andrew D. Smith, Esq.
                  Ellsworth, Moody & Bennion, Chtd.
                  7881 W. Charleston Blvd., #210
                  Las Vegas, NV 89117
                  Tel: (702) 658-6100
                  Fax: (702) 658-2502
                  E-mail: asmith@emblaw.com

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

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nvb10-21383.pdf

The petition was signed by Ted Michalosky, company's president.


STARPOINTE ADERRA: Can Sell Condominiums to Third Party Buyers
--------------------------------------------------------------
The Hon. Randolph J. Haines of the U.S. Bankruptcy Court for the
District of Arizona authorized Starpointe Aderra Condominiums
Limited Partnership to sell these condominium units to third party
purchasers:

   -- condominium unit 3057 to Audrey Dean for $231,400;

   -- condominium unit 2077 to Grenfell Kirke Hopkins and Kimerli
      Meghan Hopkins for $170,000; and

   -- condominium unit 2075 to James M. Roberts and Catherine L.
      Roberts, as trustees of the Roberts Family Trust for
      $295,000.

The Debtor is also authorized to pay: (i) CCS Arizona II, LLC, all
net sale proceeds immediately from escrow at closing from the sale
of unit 3057, 2077 and 2075; and (ii) Starpointe Marketing
Concepts, LLC, the Debtor's broker to market the sale of its
condominium units, a 3% brokerage fee.

Scottsdale, Arizona-based Starpointe Aderra Condominiums Limited
Partnership is an upscale community of 312 homes in 13 three-
storey buildings.  The Company filed for Chapter 11 bankruptcy
protection on December 29, 2009 (Bankr. D. Ariz. Case No. 09-
33625).  Warren J. Stapleton, Esq., at Osborn Maledon, assists the
Company in its restructuring effort.  The Company listed
$10,000,001 to $50,000,000 in assets and $10,000,001 to
$50,000,000 in liabilities.


STATION CASINOS: Creditors Fail to Stop Auction
-----------------------------------------------
Bill Rochelle at Bloomberg News reports that the Official
Committee of Unsecured Creditors for Station Casinos Inc. was
denied an injunction from the bankruptcy judge putting a hold on a
scheduled Aug. 6 auction for some of the casinos.  The first bid
of $772 million will come from a group including current owners
Frank and Lorenzo Fertitta.

Bill Rochelle relates that the Committee still can seek a stay
from a U.S. District Court judge.  The Committee is taking an
expedited appeal from a June 4 order of the bankruptcy judge in
Reno, Nevada, scheduling the auction.

                     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)


STEVEN NOYES: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Joint Debtors: Steven A. Noyes
               Cynthia A. Noyes
                 aka Cynthia A. Jordan-Noyes
               P.O. Box 351318
               Jacksonville, FL 32235

Bankruptcy Case No.: 10-05307

Chapter 11 Petition Date: June 18, 2010

Court: U.S. Bankruptcy Court
       Middle District of Florida (Jacksonville)

Judge: Paul M. Glenn

Debtor's Counsel: Bryan K. Mickler, Esq.
                  5452 Arlington Expressway
                  Jacksonville, FL 32211
                  Tel: (904) 725-0822
                  Fax: (904) 725-0855
                  E-mail: court@planlaw.com

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

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

According to the schedules, the Debtors say that assets total
$1,448,807 while debts total $2,667,492.

A copy of the Joint Debtors' list of 20 largest unsecured
creditors filed together with the petition is available for
free at http://bankrupt.com/misc/flmb10-05307.pdf

The petition was signed by the Joint Debtors.


TAYLOR BEAN: Regulators Says Seaside Must Slash Stake on Loan
-------------------------------------------------------------
Richard Burnett at Orlando Sentinel reports that federal
regulators ordered Seaside National Bank to cut its stake in tens
of millions of dollars of home loans it acquired from Taylor, Bean
& Whitaker Mortgage Corp. under the terms of a regulatory action.

                        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: Disclosure Statement Approved
--------------------------------------------
Texas Rangers Baseball Partners received approval from the U.S.
Bankruptcy Court for the Northern District of Texas of the
Disclosure Statement explaining the proposed Prepackaged
Reorganization Plan.  Texas Rangers will seek confirmation of the
plan at a hearing on July 9.

The Plan provides for the sale of substantially all of the assets
of TRBP -- including the Texas Rangers Major League Baseball Club
-- to Rangers Baseball Express LLC, an entity controlled by Chuck
Greenberg and Nolan Ryan, through the Prepackaged Plan.  Although
the lenders are owed $525 million in total, they receive only $75
million directly from the team because that's the limit of the
secured debt the team itself guaranteed.

                      Required Revisions

According to Bill Rochelle at Bloomberg News, a 28-page opinion by
Judge Lynn on June 22 said that reorganization plan can't be
confirmed without changes that restore rights of secured lenders
owed $525 million.

Bloomberg notes that while Texas Rangers asserts that the Plan
pays all creditors in full and thus won't need votes from
creditors, Judge Michael Lynn disagreed with the basic premise by
concluding that the proposed reorganization adversely affects both
equity owners and lenders.  Because he decided both classes are
adversely affected, Judge Lynn said bankruptcy law requires that
both be given the right to vote

According to the report, Judge Lynn said that under the lenders'
loan documents they don't have the power to veto the sale. He said
it's possible in bankruptcy to cut off the veto right while still
allowing the plan to be confirmed over the lenders' objections.

The Rangers contend the Plan doesn't impair the lenders because it
pays them $75 million plus interest, the most the lenders are
entitled to collect from the team.  The judge nonetheless found
the plan defective because it would cut off some of the lenders'
rights against affiliates of the owners who are liable for the
entire $525 million owing to the lenders, according to Bloomberg.

Judge Lynn, according to Bloomberg, said the Plan could be amended
to restore all of the lenders rights' to take action against the
team's affiliates in the future.  Once amended, Judge Lynn said
the lenders would no longer be adversely impacted by the plan and
would lose the right to vote by being paid the entire $75 million
owing by the team.

With respect to equity holders, Judge Lynn said they are entitled
to vote now because the team modified the plan to their
disadvantage after bankruptcy.  Now that involuntary petitions are
outstanding against the partnership owners, Judge Lynn said they
can't vote for the revised plan without his approval in the
involuntary Chapter 11 cases.

                       About Texas Rangers

Texas Rangers Baseball Partners owns and operates the Texas
Rangers Major League Baseball Club, a professional baseball club
in the Dallas/Fort Worth Metroplex.  TRBP is a Texas general
partnership, in which subsidiaries of HSG Sports Group LLC own a
100% stake.  Controlled by Thomas O. Hicks, HSG also indirectly
wholly-owns Dallas Stars, L.P., which owns and operates the Dallas
Stars National Hockey League franchise.  The Texas Rangers have
had five owners since the club moved to Arlington in 1972.  Mr.
Hicks became the fifth owner in the history of the Texas Rangers
on June 16, 1998.

In its petition, Texas Rangers Baseball Partners said it had both
assets and debt of less than $500 million.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtor.  Forshey & Prostok LLP serves as conflicts counsel.
Parella Weinberg Partners LP serves as financial advisor.

Lenders to the Texas Rangers sought to force the baseball team's
equity owners -- Rangers Equity Holdings, L.P. and Rangers Equity
Holdings GP, LLC -- into bankruptcy court protection (Bankr. N.D.
Tex. Case No. 10-43624 and 10-43625).   The lenders, a group that
includes investment funds Monarch Alternative Capital and
Kingsland Capital Management, filed an involuntary bankruptcy
petition on May 28 against the two companies.  The two companies
were not included in the May 24 Chapter 11 filing of TRBP.


TEXAS RANGERS: Judge Names Snyder as Chief Restructuring Officer
----------------------------------------------------------------
Barry Schlacter, special contributor to The Dallas Morning News,
notes that a federal bankruptcy judge appointed turnaround
specialist William K. Snyder as a neutral and independent chief
restructuring officer to determine whether the Greenberg-Ryan deal
is fair and to oversee Texas Rangers' business side.

                       About Texas Rangers

Texas Rangers Baseball Partners owns and operates the Texas
Rangers Major League Baseball Club, a professional baseball club
in the Dallas/Fort Worth Metroplex.  TRBP is a Texas general
partnership, in which subsidiaries of HSG Sports Group LLC own a
100% stake.  Controlled by Thomas O. Hicks, HSG also indirectly
wholly-owns Dallas Stars, L.P., which owns and operates the Dallas
Stars National Hockey League franchise.  The Texas Rangers have
had five owners since the club moved to Arlington in 1972.  Mr.
Hicks became the fifth owner in the history of the Texas Rangers
on June 16, 1998.

In its petition, Texas Rangers Baseball Partners said it had both
assets and debt of less than $500 million.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtor.  Forshey & Prostok LLP serves as conflicts counsel.
Parella Weinberg Partners LP serves as financial advisor.

Lenders to the Texas Rangers sought to force the baseball team's
equity owners -- Rangers Equity Holdings, L.P. and Rangers Equity
Holdings GP, LLC -- into bankruptcy court protection (Bankr. N.D.
Tex. Case No. 10-43624 and 10-43625).   The lenders, a group that
includes investment funds Monarch Alternative Capital and
Kingsland Capital Management, filed an involuntary bankruptcy
petition on May 28 against the two companies.  The two companies
were not included in the May 24 Chapter 11 filing of TRBP.


TISHMAN SPEYER: Judge Approves Foreclosure Sale of Stuy Town
------------------------------------------------------------
Ilaina Jonas and Joan Gralla, writing for Reuters, relate that
U.S. District Court Judge Alvin Hellerstein of the Southern
District in Manhattan, ruled late Monday that Stuyvesant
Town/Peter Cooper Village in New York can now be sold, four months
after CWCapital, the special servicer, sought to foreclose on the
11,200 apartments in 56 buildings sprawled across 80 acres.

Reuters says that according to the judge's decision, when interest
and attorneys fees are factored in, the Stuyvesant Town/Peter
Cooper Village bondholders are owed at least $3.67 billion.
Reuters relates insurer MetLife sold the apartment complex in
2006, just as the real estate market was peaking.  The property
now is valued at about $2 billion.

As reported by the Troubled Company Reporter on May 3, 2010, The
New York Post, citing reporting by Bloomberg, said Judge
Hellerstein rejected a bid by David Tepper's Appaloosa Investment
LP to join in a lawsuit to foreclose on Stuyvesant Town and Peter
Cooper Village apartments.  The judge said Appaloosa had no legal
right to "intervene" in the suit.

As reported by the TCR on February 26, 2010, Appaloosa objected to
a decision by CW Capital Management to foreclose on the owners of
Stuyvesant Town and Peter Cooper Villages.  CW oversees the two
complexes on behalf of lenders.  According to Charles V. Bagli at
The New York Times' City Room section, Appaloosa said a
foreclosure could cost as much as $200 million in transfer taxes.
Appaloosa said CW should have pushed the owners to go into
bankruptcy court, thereby avoiding the necessity of paying those
taxes.  Appaloosa also argued that CW has "irreconcilable
conflicts of interest" because it is both the "servicer" for the
mortgage and an important debtholder.

The NY Times said Appaloosa has acquired control of more than
$750 million of $3 billion in mortgages in the complexes.

According to the TCR on April 27, 2010, Kaja Whitehouse at the New
York Post said sources familiar with the matter said CW Capital
and Bank of America are asking a judge for permission to sell the
Stuyvesant Town-Peter Cooper Village separately.  The Post said CW
and Bank of America made the request so that they had available to
them all possible sale scenarios -- and to shield them from claims
they didn't do everything to get the best possible price for the
complex.

The Post said few expect the two parcels to be sold separately.
The Post noted that CW is obligated to offer the property for sale
"in all the possible combinations," said a person familiar with
the deal, who also characterized the chances of a split as
"extremely unlikely."

StuyTown includes 35 buildings, while Peter Cooper Village has 21
buildings.  Combined, the development totals 11,000 apartments.

Tishman Speyer and BlackRock paid $5.4 billion for the complex in
2006, with plans of converting the regulated apartments to market-
rate apartments.

The NY Times in February 2010 said the most recent appraisal of
Stuyvesant Town and Peter Cooper Village put the worth of the
complexes at about $1.8 billion.  But many analysts and investors
say that the complexes, which contain more than 11,000 apartments,
will be worth far more in the future.

The NY Times also said the Stuyvesant Town-Peter Cooper Village
Tenants Association is pursuing a restructuring plan that would
allow some tenants to purchase their apartments, while ensuring
that thousands of other units remain affordable under the state's
rent regulations.

                       About Tishman Speyer

Tishman Speyer Properties lays claim to two of the most famous
slices of the Big Apple -- New York City's Chrysler Building and
Rockefeller Center.  The property company invests in, develops,
and/or operates commercial real estate.  Other well known holdings
include Berlin's Q 205 project (the first post-reunification
development in the city's center) and Chicago's Franklin Center
(one of the city's largest office properties).  The company owns
or has developed more than 115 million sq. ft. in Asia, Europe,
South America, and the US since it was founded in 1978. The
company also has projects in India, China, and Brazil, and owns
some 92,000 residential units around the world.

Stuyvesant Town-Peter Cooper Village comprises 56 multi-story
buildings, situated on 80 acres, and includes a total of 11,227
apartments.  The loan sponsors, Tishman Speyer Properties, LP and
BlackRock Realty, acquired the property with the intent of
converting rent-stabilized units to market rents as tenants
vacated the property; however, the conversion of units has since
been determined to be illegal by the New York State Court of
Appeals.  In addition to the $3 billion securitized balance,
there is an additional $1.5 billion of mezzanine debt held
outside the trust.


TPF II: S&P Downgrades Rating on $205 Mil. Facilities to 'B+'
-------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its rating on
TPF II LC LLC's $205 million in first-lien facilities consisting
of a $165 million seven-year term loan ($126.97 million
outstanding) and a $40 million revolving facility to 'B+' from
'BB-'.  S&P also revised the recovery rating on the debt to '3'
from '2', indicating meaningful (50%-70%) recovery of principal if
a payment default occurs.  The outlook remains negative.

The ratings action is driven by the clearing price in the most
recent base residual auction in the RTO (unconstrained) area of
the PJM region.  At $27.73 per megawatt per day for the delivery
year from June 2013 to May 2014, the project will receive a
blended capacity price of about $8.08 per kilowatt per year for
2013.  At this level, the project will be dependent on merchant
gross revenue in 2013 to cover mandatory debt service.

"Given the current conditions in the merchant energy markets and
its historical capacity factors, the project may be unable to
generate sufficient merchant gross revenue to cover mandatory debt
service," said Standard & Poor's credit analyst Theodore Dewitt.

TPF used debt proceeds to finance the acquisition of two simple-
cycle natural gas peaking power plants, Lincoln Generating
Facility and Crete Energy Ventures, LLC, with nominal capacity of
656 MW and 328 MW, respectively.  The project generates revenue
from a tolling agreement for energy and capacity at the Lincoln
facility (through May 2011, merchant thereafter) in addition to
Crete's merchant energy and capacity sales in the Commonwealth
Edison region of the PJM Interconnection.

The negative outlook reflects the concern that low capacity prices
in the RTO region may continue through the maturity of the debt,
making the project dependent on merchant energy margins to achieve
sufficient cash flows for debt service.  In light of the recent
base residual auction for the 2013/2014 delivery year that
resulted in a blended price of $8.08/kW-year for 2013, it is
Standard & Poor's view that 2013 will be a difficult year for the
project.

Should merchant energy markets remain soft, this will have the
dual impact of slowing the pace of the amortization of the term
loan as well as challenging the project's ability to have
sufficient cash flows to cover debt service in 2013.

A slow rebound in merchant energy markets leading up to the
maturity of the term loan could result in further downward
pressure on the rating.  The strengthening of merchant energy
markets combined with a marked increase in 2014 capacity prices
after the 2014/2015 base residual auction could allow us to return
the outlook to stable.


TRACY CANTREL: Files for Chapter 7 Bankruptcy Protection
--------------------------------------------------------
Tracy Cantrel and his wife, Kristine, filed for bankruptcy under
Chapter 7 liquidation two days after vowing to complete the
remaining orders to fulfill Horst Co.'s outstanding contracts, one
including 11 cat condos secured by an $11,000 deposit on the work
by an Ottawa, Kan., animal shelter, according to Sharon Dunn at
The Tribune.

Ms. Dunn, citing court documents, says the Cantrels have more than
$1.26 million in debts owed to local and out-of-state businesses
and agencies, including more than $533,000 in business loans and
lines of credit with Advantage Bank.

Tracy Cantrel owns Horst Co.


TRIBUNE CO: Removal Period Extended Until October 29
----------------------------------------------------
Bankruptcy Judge Kevin Carey extended Tribune Co. and its units'
time within which they may file notices of removal of related
proceedings under Rule 9027 of the Federal Rules of Bankruptcy
Procedure to October 29, 2010.  The Debtors certified to the Court
that no objection was filed as to the request.

                       About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on Dec. 8, 2008 (Bankr. D. Del. Lead Case No.
08-13141).  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, U.S. Trustee Oppose Incentive Plan
-----------------------------------------------------------
To recall, Tribune Co. is seeking approval to pay roughly
$21 million in bonuses to its managers and other key employees,
under its 2010 management incentive plan.

Roberta A. DeAngelis, Acting U.S. Trustee for Region 3, complains
that while Tribune Company and its debtor affiliates argue for
"shared sacrifice" in addressing collective bargaining issues with
their unions, they fail to understand what that concept means when
it comes to compensating their management.

According to Ms. DeAngelis, if Judge Kevin J. Carey of the U.S.
Bankruptcy Court for the District of Delaware approves the Motion,
the Debtors will have been authorized to pay more than
$100 million in cash bonuses to their management during these
cases.

Ms. DeAngelis asks the Court to continue the hearing on the
Motion.  She says the Debtors are prosecuting a plan of
reorganization, which (i) seeks to revive the transition
management incentive plan and key operators bonus plan, which the
Court previously took under advisement in connection with the
Debtors' 2009 bonus plan motion, and (ii) adds an equity component
to management's proposed compensation.

Given that the Debtors seek approval of part of management's post-
emergence compensation in the Motion, the Court should consider
the 2010 management incentive plan in connection with the TMIP,
the KOB and the Equity Incentive Plan at the hearing on
confirmation of the Debtors' plan of reorganization to avoid
addressing management compensation issues piecemeal, Ms. DeAngelis
asserts.  Alternatively, she maintains, the Motion should be
continued in order to afford her and other parties-in-interest
ample opportunity to conduct discovery regarding the 2010 MIP.

According to Ms. DeAngelis, the 2010 MIP raises the same issues
she previously identified in connection with the Debtors' 2009
bonus plan motion.  According to Ms. DeAngelis, the Debtors do not
adequately address the issue of whether the 2010 MIP is a
retention plan and the Debtors do not attempt to justify the
operating cash flow metric as establishing real hurdles for
management to achieve.

Furthermore, Ms. DeAngelis adds, the Motion seeks approval of an
out-of-the-ordinary-course bonus plan that is not justified at
this juncture of the cases.  "The debtors themselves have proposed
a reorganization plan, which promises nothing or next-to-nothing
for various classes of Tribune creditors," Ms. DeAngelis says.
"Now is not the time for yet another round of bonuses."

The U.S. Trustee leaves the Debtors to their burden to demonstrate
that implementation of the 2010 MIP is justified by the facts and
circumstances of their bankruptcy cases.

With regard to the Seal Motion, the U.S. Trustee says she is
presently reviewing the part of the Mercer Report sought to be
filed under seal.  The U.S. Trustee notes that the Debtors have
the burden of demonstrating that the information contained in the
part of the Mercer Report sought to be filed under seal is
"confidential commercial information" for purposes of Section
107(b) of the Bankruptcy Code.

In a separate filing, Wells Fargo Bank, N.A., solely as successor
administrative agent under a $1.6 billion Senior Unsecured Interim
Loan Agreement, dated as of December 20, 2007, avers that the
propriety of the distribution to insiders should not be immunized
from review under the rigors of Section 1129 of the Bankruptcy
Code simply because the Debtors have sought authority to make them
by way of a contemporaneous motion, rather than including the
request in the plan itself.


The Bridge Agent contends that all of the incentive plans should
be considered together at confirmation.

Wells Fargo asserts that given the fact that the payments
envisioned by the 2010 MIP will not be made in any event until
after the Debtors' plan comes on for confirmation, there is no
reason to consider the request apart from or prior to
confirmation.

                          *     *     *

The hearing on the Motion has been rescheduled to August 11, 2010.

                       About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on Dec. 8, 2008 (Bankr. D. Del. Lead Case No.
08-13141).  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: Wins OK for Ernst & Young as Valuator
-------------------------------------------------
Tribune Co. and its units received the Court's authority to modify
the scope of employment of Ernst & Young LLP to include certain
valuation services in connection with the application of fresh
start accounting nunc pro tunc to April 19, 2010.

Brian Litman, vice president/corporate controller of Tribune
Company, relates that assistance with the valuation of their
assets for the purposes of fresh start accounting was not among
the services that Ernst & Young or the Debtors contemplated under
the existing engagement letters and statement of work that were
the basis of the Application and the Supplemental Application, nor
has it been necessary for the Debtors to retain an outside
professional to assist with those services.

Specific tasks to be performed by Ernst & Young in connection with
the Debtors' valuation of fresh start accounting include, among
others:

  (a) consideration of applicable economic, industry, and
      competitive environments, including relevant historical
      and future estimated trends;

  (b) application of Income, Market and Cost Approaches to v
      value;

  (c) preparation of a narrative report summarizing the
      methodologies employed in the valuation analysis, the
      assumptions upon which the analysis was based, and Ernst &
      Young's recommendations;

  (d) allocation of the business enterprise value of Tribune
      Company to its reporting units;

  (e) consideration of applicable economic, industry, and
      competitive environments in which the Debtors' reporting
      units operate;

  (f) analysis and valuation of the Debtors' tangible personal
      property, including (i) leasehold improvements; (ii)
      machinery and equipment; (iii) spare parts inventory; (iv)
      warehouse equipment; (v) vehicles; and (vi) other assets;

  (g) analysis and valuation of the Debtors' intangible assets,
      including mastheads, subscriber relationships, advertiser
      relationships, commercial printing and distribution
      agreements, network affiliation agreements, MSO
      agreements, FCC licenses, database technology, and
      assembled workforce; and

  (h) reconciliation and componentization of significant
      tangible personal property to assign fair values to the
      Debtors' individual assets and to reconcile to the
      historical tax basis for the individual assets.

Ernst & Young estimates that its fees in connection with the Fresh
Start Accounting will range from approximately $600,000 to
$700,000 in total.

The Debtors relate that as a result of their request that Ernst &
Young commence the Fresh Start Accounting Valuation Services prior
to the finalization of the SOW and the filing of the Second
Supplemental Application, Ernst & Young has incurred approximately
$35,000 in fees since April 19, 2010.

                       About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on Dec. 8, 2008 (Bankr. D. Del. Lead Case No.
08-13141).  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)


TRICO MARINE: Solicits Consents from Senior Secured Noteholders
---------------------------------------------------------------
Trico Shipping AS said it is soliciting consents from holders of
its 11.875% senior secured notes due 2014 to:

   i) modify certain covenants, defaults, remedies, definitions
      and related provisions contained in the indenture, dated as
      of October 30, 2009, among Trico Shipping, as issuer, the
      guarantors identified therein and Deutsche Bank National
      Trust Company, as trustee thereunder, pursuant to which the
      Shipping Notes were issued, and

  ii) waive certain defaults and events of default and rescind any
      acceleration of principal or interest under the Shipping
      Indenture related thereto in the event that certain defaults
      of the Shipping Notes have occurred prior to the proposed
      amendments becoming operative.

                         About Trico Marine

Woodlands, Texas-based Trico Marine Services is a provider of
support vessels for the offshore oil and natural-gas industry.
At March 31, 2010, the Company had total assets of $1,013,628,000
against total liabilities of $985,940,000.

Trico Marine has failed to make the $8.0 million interest payment
on $202.8 million in aggregate principle amount of its 8.125%
secured convertible debentures due 2013.  On June 17, 2010, the
30-day grace period permitted under the 8.125% Indenture expired,
triggering an Event of Default.

The Troubled Company Reporter on June 16, 2010, said Trico Marine
has signed a revised loan agreement on June 11 requiring the
company to file under Chapter 11 no later than Sept. 8.  The
agreement with affiliates Tennenbaum Capital Partners LLC provides
for converting the existing $25 million revolving credit
commitment into a $25 million term loan commitment.  Nordea Bank
Finland plc, New York Branch, as collateral agent, Obsidian Agency
Services, Inc., as administrative agent, also signed the
agreement.

As reported by the TCR on June 15, 2010, Trico said that it and
Evercore Partners are in discussions with various potential
lenders and some of the Company's existing debtholders regarding
obtaining additional financing in connection with a possible
proceeding under Chapter 11 of the Bankruptcy Code.


UNITED RENTALS: S&P Affirms Corporate Credit Rating at 'B'
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
Greenwich, Conn.-based United Rentals Inc and its subsidiary
United Rentals (North America) Inc., including the 'B' corporate
credit rating.  At the same time, S&P revised the outlook to
stable from negative.

"The ratings affirmation and outlook revision reflect S&P's
expectation that URI's credit measures will remain in line with
its expectation for the ratings, and that the company will
maintain adequate liquidity," said Standard & Poor's credit
analyst Helena Song.

The ratings on URI reflect its highly leveraged financial profile,
with high debt levels and an aggressive financial policy.  The
company's fair business risk profile only partially offsets these
factors.

URI's fair business profile primarily reflects its leading
position in the cyclical, highly competitive, and fragmented
equipment rental industry.  URI is the biggest player in the
market, with a large and diverse rental fleet.  The company has
good geographic and customer diversification.  It also benefits
from good economies of scale for purchasing rental equipment, and
has more flexibility to transfer equipment among branches.

Standard & Poor's expects the company to operate within credit
measures commensurate for the ratings.  However, S&P could lower
the ratings if a worse-than-expected market downturn and/or debt-
financed activities weaken liquidity or result in a meaningful
deterioration of credit measures, for example, debt to EBITDA
higher than 6x.  Conversely, if the long-term competitiveness of
URI's business remains healthy, and the company's credit measures,
liquidity, and financial policies support this trend, S&P could
raise the ratings on the company.


VALENCE TECH: Panel Approves Salary & Target Bonus to CEO Kanode
----------------------------------------------------------------
The Compensation Committee of Valence Technology, Inc., a Delaware
corporation, approved the salary and target bonus to be paid to
the Company's Chief Executive Officer and President, Robert L.
Kanode, for his employment during the Company's 2011 fiscal year.
In addition, the Committee approved the terms of an award to Mr.
Kanode of performance-based stock options that are eligible to
vest contingent on the satisfaction of certain performance goals
with respect to the Company's 2011, 2012 and 2013 fiscal years.

Salary and Bonus.  The Committee approved a base salary of
$250,000.00 for Mr. Kanode for the fiscal year ending March 31,
2011.

Additionally, the Committee approved Mr. Kanode's eligibility to
earn a bonus of $100,000.00 contingent on the Company's
achievement of both a revenue and an earnings before interest and
taxes target with respect to the 2011 fiscal year.  Mr. Kanode is
eligible to receive an additional bonus of $50,000.000 in the
event the Company exceeds both of these fiscal 2011 revenue and
EBIT targets by at least 25%.  The Committee set the targets for
such bonuses as "stretch" goals in order to provide incentives for
management to significantly improve the Company's revenue and net
operating income (loss) results in fiscal 2011.

                     About Valence Technology

Austin, Texas-based Valence Technology, Inc. (NASDAQ: VLNC) --
http://www.valence.com/-- is a global leader in the development
of safe, long-life lithium iron magnesium phosphate energy storage
solutions and provides the enabling technology behind some of the
world's most innovative and environmentally friendly applications.
Valence Technology has its Research & Development Center in
Nevada, its Europe/Asia Pacific Sales office in Northern Ireland
and global fulfillment centers in North America and Europe.

PMB Helin Donovan LLP expressed substantial doubt about Valence
Technology Inc.'s ability as a going concern.  The Company has
incurred operating losses each year since its inception in 1989
and had an accumulated deficit of $581 million as of March 31,
2010.  For the fiscal years ended March 31, 2010, 2009, and 2008
the Company sustained net losses available to common stockholders
of $23.2 million, $21.4 million, and $19.6 million, respectively.


WASHINGTON MUTUAL: Gets D&O Coverage for Recent Litigated Matters
-----------------------------------------------------------------
As previously reported, Bankruptcy Judge Mary Walrath modified the
automatic stay under Section 362(d) of the Bankruptcy Code to
allow advancement or payment by third party insurance companies
pursuant to the WaMu Financial Institution Blended Program Policy
No. 509/QA015407 of defense costs previously incurred, presently
being incurred, or to be incurred by the Debtors' present and
former directors and officers in connection with these matters:

1. The WaMu ERISA Litigation, pending in the U.S. District
    Court for the Western District of Washington

2. The action entitled Buus v. WaMu Pension Plan, pending in
    the U.S. District Court for the Western District of
    Washington

3. Subpoenas for Records directed to WaMu Savings Plan and
    Washington Mutual, Inc., as initiated by the U.S.
    Department of Labor

Through an amended order, the Bankruptcy Court allowed third
party insurance carriers to advance and pay outstanding and
future defense costs incurred by the WaMu Savings Plan in
connection with both Informal Case No. 71-009740 and Subpoena
Case No. 71-009705.  Both Informal Cases refer to the same
investigation relating to subpoenas directed to WaMu Savings Plan
and Washington Mutual, Inc., from the U.S. Department of Labor.

Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, relates that for the periods from May 1,
2008 to May 1, 2009 and from September 26, 2008 to September 26,
2009, WaMu purchased from XL Specialty Insurance Company (i)
Management Liability and Company Reimbursement Insurance Policy
No. ELUI04380-08 -- the "2008/2009 Primary D&O Policy;" and (ii)
Management Liability and Company Reimbursement Insurance Policy
No. ELUI083435-08 -- the "DIP Primary D&O Policy."

The XL Policies, according to Mr. Collins, each provides
$25 million of insurance coverage to WaMu, and may be implicated
by these "new matters" that involve the Debtors and their
directors and officers:

  * Solton v. Killinger, et al.

  * City of San Buenaventura v. Killinger, et al.

  * Sweet et al. v. Killinger, et al.

  * Flaherty & Crumrine Preferred Income Fund Inc., et al. v.
    Killinger, et al.

  * Investigation of Washington Mutual, Inc., by Task Force of
    Federal Agencies, including the U.S. Department of Justice

  * Formal Orders of Investigation by the Federal Deposit
    Insurance Corporation

  * Investigation by United States Senate Permanent Subcommittee
    on Investigations

  * Investigation by Financial Crisis Inquiry Commission

The litigations with respect to the New Matters are pending in
the U.S. District Court for the District of Washington.

By virtue of Section 362 of the Bankruptcy Code, the New Matters
are automatically stayed as against the Debtors to the extent the
Debtors are named as defendants.  The New Matters, however, are
not stayed with respect to the Individual Defendants who are
entitled to coverage.  Consequently, the Individual Defendants
have incurred, and will continue to incur, significant defense
costs in connection with the New Matters, Mr. Collins explains.

By this supplemental motion, the Debtors seek further relief from
the automatic stay, to the extent applicable, to allow the D&O
carriers for the 2004/2005 and 2007/2008 D&O Policies and the
policies for the 2008-2009 coverage period to advance and pay
outstanding and future defense costs incurred by the Individual
Defendants in connection with the New Matters.

WaMu's D&O Carriers have expressed a willingness to pay
previously incurred defense costs and fees and advance defense
costs and fees to the Individual Defendants with respect to the
New Matters, Mr. Collins tells the Court.

Mr. Collins clarifies that the Debtors are neither seeking
determination of any D&O Carrier's obligation to pay any
particular expense or claim of the Individual Defendants nor
asking the Court to determine which, if any, of the D&O Policies
apply to particular Matter.  "The Debtors seek only a
modification of the [S]tay, to the extent it applies, to allow
the D&O Carriers to fulfill their obligations, whatever they may
be, to pay prepetition and postpetition claims and expenses of
the Individual Defendants pursuant to the D&O Policies," Mr.
Collins says.

                         *     *     *

Judge Walrath grants the Debtors' request.

To address informal comments from certain plaintiffs in the New
Matters, the Court rules that any advancement of defense costs in
accordance with the terms and conditions of the Policies will not
be subject to challenge by the Debtors, their creditors, the
Official Committee of Unsecured Creditors or other parties-in-
interest.

Judge Walrath further clarifies that the Court's recent order:

  -- is without prejudice to any party-in-interest's position
     on whether the proceeds of the policies constitute
     property of the Debtors' estates, and all parties-in-
     interest;

  -- will not be deemed to represent an adjudication of the
     question of whether the proceeds of the Policies are
     property of the Debtors' estates subject to Section 362(a)
     of the Bankruptcy Code; and

  -- is without prejudice to the right of the Creditors'
     Committee to seek injunctive relief from the Court with
     respect to the Policies and any related payments.

Judge Walrath's ruling is consistent with a certification
delivered by the Debtors.

                    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: Objects to $8 Million Illinois Tax Claims
------------------------------------------------------------
Washington Mutual Inc. and its units ask Bankruptcy Judge Mary
Walrath to expunge Claim No. 2803 for $8,917,926 filed by the
Illinois Department of Revenue for payment of taxes, penalties,
and interest with respect to the taxable period from January 1,
2003 to December 31, 2004.

Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, argues that the liabilities asserted under
the Illinois Claim are based on the activities of entities other
than WaMu in Illinois.  WaMu, he cites, merely filed tax returns
on behalf of the Washington Mutual Bank entities conducting
business in Illinois.  To the extent any of the WMB Entities is
liable for tax obligations assessed by the Illinois DOR, that
liability may only be asserted against that WMB Entity, he
maintains.  Consequently, because one or more of the WMB Entities
is the appropriate entity against which the Illinois Claim should
be asserted, the Debtors object to the allowance of the Claim.

Moreover, Mr. Collins says, the Illinois Claim provides no basis
for the liabilities asserted.  Because there is no identifiable
basis for the Illinois Claim, it should be disallowed, Mr.
Collins avers.

                    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: TPS Consortium Wants JPM to Produce Docs.
------------------------------------------------------------
A consortium of holders of interests subject to treatment under
Class 19 of the Debtors' Joint Chapter 11 Plan of Reorganization,
as amended, asks Judge Walrath to compel JPMorgan Chase to
produce by June 30, 2010, (i) all non-privileged documents
responsive to the TPS Consortium's document requests; and (ii) a
full privilege log describing the recipients, subject matter and
claimed privilege related to all documents.

As a party-in-interest to the Chapter 11 cases, the TPS
Consortium insists that it is entitled to obtain discovery under
Rules 26 and 34 of the Federal Rules of Civil Procedure, made
applicable pursuant to Rules 9014, 7026 and 7034 of the Federal
Rule of Bankruptcy Procedure.

Moreover, reasonable discovery from JPMorgan concerning the
Debtors' Plan -- under which JPMC is proposed to receive
significant value and benefits, including extraordinarily broad,
non-consensual releases and exculpations -- is warranted,
according to Kathleen Campbell Davis, Esq., at Campbell & Levine
LLC, in Wilmington, Delaware.

Ms. Davis relates that as directed by the Court at the hearing
held on June 3, 2010, the TPS Consortium met and conferred with
JPMorgan, among others, to seek reasonable discovery of JPMorgan
related to the benefits and value JPMorgan has negotiated for
itself under the Plan and the Global Settlement Agreement
contained in the Plan.

JPMorgan initially stated, however, that it will not search for
responsive documents within any documents that were created by
Washington Mutual Bank or Washington Mutual, Inc. before
September 25, 2008.  "Instead, JPMC has offered that it will make
the documents within its possession available to the Debtors, and
the Debtors can search them if they so wish," Ms. Davis notes.

JPMorgan subsequently agreed to serve its response to the TPS
Consortium's Document Requests.  However, Ms. Davis points out,
the Response "is wholly inadequate" in that JPMorgan has
represented that it will only produce three categories of
documents that it unilaterally defined.  Specifically, JPMorgan
has stated that it will produce (i) settlement communications;
(ii) documents provided to the U.S. Senate Subcommittee on
Investigations; and (iii) documents "sufficient to show how WMB's
assets were recorded on JPMC's financial statements and
reasonable documentation on how JPMC arrived at those
valuations."

"JPMC cannot simply pick and choose whatever it sees fit to
provide," Ms. Davis argues on behalf of the TPS Consortium.

The TPS Consortium asks Judge Walrath to consider approval of its
Motion at the June 17, 2010 omnibus hearing, and to direct
objections to be served by that same date.

The TPS Consortium notified the Court that it also sent document
production requests to the Office of Thrift Supervision and
Federal Depository Insurance Corporation.

                    JPMorgan, OTS Respond

JPMorgan argues that the TPS Consortium does not just want
documents from key custodians, but also wants any and all
documents relating to the seizure and sale of the operations of
Washington Mutual Bank in September 2008.  That particular
request refuses to heed the limitation established by the Court
with respect to discovery, JPMorgan complains.

The TPS Consortium's documents requests "are not designed to
drive the Plan confirmation discovery process to a sensible and
timely result," says Adam G. Landis, Esq., at Landis Rath & Cobb
LLP, in Wilmington, Delaware, on behalf of JPMorgan.

Accordingly, JPMorgan asks Judge Walrath to issue a protective
order relieving it of any obligation to respond to the pending
formal and informal discovery requests, to the extent they are
beyond the scope of the JPMC Proposed Discovery.

The OTS, for its part, argues that TPS' document request "is
improper" because it allows only four days for OTS to file
objections and only 19 days to comply, as opposed to the 30-day
response deadline provided under Rule 34(b)(2)(A) of the Federal
Rules of Civil Procedure.

In addition, Martin Jefferson Davis, Esq., senior attorney at the
OTS in Washington, D.C., contends that the Document Request
violates the Bankruptcy Court's instruction that claimants,
respondents and principal objecting parties must meet and confer
regarding discovery and report their conference to the Court
during the omnibus hearing scheduled for June 17, 2010.  "The
Court's clear direction was that there was to be no discovery of
third parties initiated in the interim."

Moreover, the Document Requests is improper because the Requests
relate to documents "that are overly broad, unduly burdensome and
expensive, and provide an unreasonably short time for
compliance," Mr. Davis says.

                    About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over September 25 by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

Peter Calamari, Esq., and David Elsberg, Esq., at Quinn Emanuel
Urquhart Oliver & Hedges, LLP, served as legal counsel to WMI with
responsibility for the litigation.  Brian Rosen, Esq., at Weil,
Gotshal & Manges LLP served as legal counsel to WMI with
responsibility for the Chapter 11 case.

Bankruptcy Creditors' Service Inc. publishes Washington Mutual
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Washington Mutual Inc. (http://bankrupt.com/newsstand/or
215/945-7000).


WEST ORANGE: Case Summary & 7 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: West Orange Business Center, LLC
        4312 Down Point Lane
        Windermere, FL 34786

Bankruptcy Case No.: 10-10741

Chapter 11 Petition Date: June 18, 2010

Court: U.S. Bankruptcy Court
       Middle District of Florida (Orlando)

Judge: Arthur B. Briskman

Debtor's Counsel: Kenneth D. Herron, Jr., Esq.
                  1851 West Colonial Drive
                  Orlando, FL 32804
                  Tel: (407) 648-0058
                  Fax: (407) 648-0681
                  E-mail: kherron@whmh.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of 7 largest unsecured
creditors filed together with the petition is available for
free at http://bankrupt.com/misc/flmb10-10741.pdf

The petition was signed by Winston D. Schwartz, manager.


WILLBROS GROUP: Awarded Boreal Pipeline Construction
----------------------------------------------------
Willbros Group, Inc.'s Canadian unit, Willbros Canada, has been
awarded construction of the Williams Energy Canada Boreal
Pipeline.  The new 12-inch diameter pipeline will transport high
vapor pressure liquids approximately 420 km from Williams' Liquid
Extraction Plant north of Fort McMurray to their Redwater Olefins
Facility northeast of Edmonton, Alberta.  Construction will be
completed in three construction seasons commencing in the fall of
2010 with final completion in the spring of 2012.

Randy Harl, President and Chief Executive Officer, commented,
"Willbros has a long history working with Williams, and I am
pleased that we continue to play a part in their infrastructure
development.  This award is particularly significant for Willbros
as visibility in our Canadian pipeline construction unit now
extends into 2012.  We continue to see increasing opportunities in
Canada and our recent awards in this market demonstrate that
Willbros is able to offer superior quality and value."

                          About Willbros Group

Willbros Group, Inc. is an independent contractor serving the oil,
gas, power, refining and petrochemical industries, providing
engineering, construction, turnaround, maintenance, life cycle
extension services and facilities development and operations
services to industry and government entities worldwide.

                               *     *     *

As reported in the Troubled Compay Reporter on May 24, 2010,
Standard & Poor's Ratings Services assigned its 'B+' issue-level
rating and '5' recovery rating to Willbros Group Inc.'s proposed
$250 million, senior secured second-lien notes due 2016.  The
issue rating is one notch lower than the corporate credit rating),
and the '5' recovery rating indicates our expectation that lenders
would receive modest (10% to 30%) recovery in the event of a
payment default.


WILLBROS U.S.: Moody's Cuts Rating on $475 Mil. Loan to 'B2'
------------------------------------------------------------
Moody's Investors Service lowered the rating on Willbros United
States Holdings Inc.'s proposed $475 million bank credit
facilities to B2 from Ba3 and withdrew the B3 rating on the
proposed $250 million second priority senior secured notes issue
of Holdings' parent, Willbros Group, Inc.  At the same time,
Moody's affirmed the B2 corporate family rating, the B2
probability of default rating and the SGL-3 speculative-grade
liquidity rating of Willbros and repositioned these ratings to
Holdings.  The ratings outlook remains stable.

The rating action reflects a further revision to Willbros'
financing plan for the acquisition of InfrastruX Group, Inc.
Willbros will now revert to its original financing plan, which
includes a $300 million first priority senior secured term loan B
(up from $50 million) and $175 million first priority senior
secured revolver (unchanged).  With total rated debt remaining
unchanged, the updated financing plan has no impact on the B2
corporate family rating.  The rating downgrade to the bank credit
facilities reflects the elimination of the cushion of the second
lien notes in the priority of claim.

Issuer: Willbros Group Inc.

  -- $250 million 2nd Lien Senior Secured Notes, Withdrawn B3,
     LGD4, 63%

Issuer: Willbros United States Holdings Inc.

  -- Corporate Family Rating, Assigned B2 (repositioned from
     Willbros Group Inc.)

  -- Probability of Default Rating, Assigned B2 (repositioned from
     Willbros Group Inc.)

  -- Speculative Grade Liquidity Rating, Assigned SGL-3
     (repositioned from Willbros Group Inc.)

  -- $175 million Senior Secured Revolver, Downgraded to B2, LGD3,
     44% from Ba3, LGD2, 23%

  -- $300 million Senior Secured Term Loan, Downgraded to B2,
     LGD3, 44% from Ba3, LGD2, 23%

Moody's most recent rating action was on May 19, 2010, when
Moody's assigned ratings to Willbros' revised debt transaction.

Headquartered in Houston, Texas, Willbros United States Holdings
Inc is a wholly-owned subsidiary of publicly traded Willbros
Group, Inc.  The companies provide engineering and construction
services to the oil, gas and power industries.  Pro-forma for the
acquisition of InfrastruX, revenues totaled approximately
$1.9 billion in 2009.


WORTH CLEANERS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Worth Cleaners, Inc.
        125 Brown Springs Road
        Montgomery, AL 36117

Bankruptcy Case No.: 10-31645

Chapter 11 Petition Date: June 21, 2010

Court: U.S. Bankruptcy Court
       Middle District of Alabama (Montgomery)

Judge: William R. Sawyer

Debtor's Counsel: Debora Palmer, Esq.
                  Clenney & Palmer, L.L.C.
                  P.O. Box 241154
                  Montgomery, AL 36124
                  Tel: (334) 262-0400
                  Fax: (334) 262-0464
                  E-mail: debrapalmer@bellsouth.net

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

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

According to the schedules, the Company says that assets total
$2,415,433 while debts total $1,342,453.

A copy of the Company's list of 20 largest unsecured
creditors filed together with the petition is available for
free at http://bankrupt.com/misc/almb10-31645.pdf

The petition was signed by Stephen D. Worth, president.


ZICRON CORPORATION: Case Summary & 19 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Zicron Corporation
        c/o Law Offices of Jaak Olesk
        468 N Camden Drive, 2nd Floor
        Beverly Hills, CA 90210

Bankruptcy Case No.: 10-34864

Chapter 11 Petition Date: June 18, 2010

Court: U.S. Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Barry Russell

Debtor's Counsel: Jaak Olesk, Esq.
                  468 North Camden Drive, 2nd Floor
                  Beverly Hills, CA 90210
                  Tel: (310) 860-4799

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of 19 largest unsecured
creditors filed together with the petition is available for
free at http://bankrupt.com/misc/cacb10-34864.pdf

The petition was signed by Lilo Beuzieron, president.


* Moody's Indicators Remain Positive for Spec-Grade Credit Quality
------------------------------------------------------------------
Trends remain positive for Moody's B3 Negative and Lower Corporate
Ratings List and most of Moody's other proprietary indicators of
speculative-grade credit quality in the U.S., despite recent
weakness in the bond market, said Moody's Investors Service in a
new report.

Although European sovereign debt concerns have led to sharply
wider spreads and a decline of high-yield debt issuance in the
U.S., Moody's B3 Negative and Lower list has continued to show the
improvement that began in the second half of 2009, the report
said.

As of June 1, the list was down to 209 companies, compared with
288 a year earlier.  During the past three months, just 11
companies were added to the list, compared with 14 in the previous
quarter and a peak of 161 in the fourth quarter of 2008.
Companies are added to the list when their Probability of Default
Rating is downgraded to Caa1 or lower, or when a B3-rated company
receives a negative outlook or has its rating placed under review
for a possible downgrade.

Despite the positive trend, in the absence of a meaningful upturn
in business conditions some companies on the B3 Negative and Lower
list could find themselves challenged to refinance upcoming
maturities, said David Keisman, senior vice president at Moody's.
"A modest economic recovery would provide revenue and cash flow
sufficient to service existing borrowings, but some issuers would
be pressed to repay maturing debt and would need to remain highly
leveraged in a slow-growth economy," he said.

Another Moody's indicator with a positive trend is the ratio of
upgrades to downgrades for rated companies in the Americas.
Overall, there have been an increasing number of rating upgrades
since last fall, the report said.  The ratio -- which includes
investment-grade and speculative-grade issuers -- hit 245% in May,
just short of a cyclical peak it reached in January 2010.

Moody's forecast model for the U.S. speculative-grade default rate
also remains positive.  The default rate fell to 7.9% in May from
9.5% in the prior month and 14.5% at its peak in November 2009.
Moody's forecasts that the default rate will fall to 2.7% by the
end of 2010 and 2.1% a year from now.

One Moody's indicator had a recent pause in its more than year-
long string of improvements.  Moody's Liquidity-Stress Index
stayed flat at 4.8% in May.  This measure of the percentage of
companies that carry Moody's lowest Speculative-Grade Liquidity
(SGL) rating is down from 20.9% in March 2009, and has improved in
the past 13 consecutive months as a robust credit market has
enabled companies to refinance debt and amend credit agreements,
the report said.  The index is signaling the best liquidity for
SGL-rated companies in five years.


* Grant Thornton Aided Successful Chapter 11 Exit for Saratoga
--------------------------------------------------------------
Saratoga Resources, Inc., has emerged from Chapter 11 bankruptcy
protection with the aid of restructuring advisor Grant Thornton
LLP.

Amidst a challenging energy marketplace, Saratoga initially filed
for Chapter 11 on March 31, 2009. On May 14, 2010, Saratoga
Resources filed with the U.S. Bankruptcy Court a notice of
satisfaction of the conditions of effectiveness of its Modified
Third Amended Plan of Reorganization, whereupon the Company, and
its subsidiaries, emerged from Chapter 11 bankruptcy protections.

With the aid of Grant Thornton's Corporate Advisory &
Restructuring Services (CARS), Saratoga rendered several
successful outcomes over the past year.

In conjunction with the Company's exit from bankruptcy, the
Company entered into amendments extending and modifying certain
terms of its principal credit facilities.  Under the terms of the
Company's plan of reorganization, among other provisions, all
creditors of the Company and its debtor subsidiaries holding
allowed claims will be paid in full and all equity holders will
retain their existing shares.

"Restructuring Saratoga was a challenging project with a positive
conclusion.  They are poised for growth in the shallow waters of
Louisiana.  Saratoga emerges as a strong, stable enterprise," said
Loretta Cross, Houston-based managing partner at Grant Thornton
LLP.  "We are pleased to aid Saratoga's restructuring process,
keeping their assets intact while restructuring their relationship
to creditors."

Grant Thornton's Energy Advisory Team has been active in several
successful restructurings in 2010, including Flying J, the largest
retail distributor of diesel fuel in North America, and TXCO
Resources, an independent oil and gas enterprise.

Andy Clifford, President of Saratoga, said, "I wish to extend my
gratitude to our financial advisors, Grant Thornton LLP. Their
resources and industry experience greatly facilitated the
restructuring process."

                         About Grant Thornton

Grant Thornton LLP's Corporate Advisory & Restructuring Services
(CARS) group includes more than 100 professionals in 10 offices.
We work closely with the global Restructuring & Recovery practice
of Grant Thornton International, a preeminent practice comprised
of several hundred restructuring professionals.

The group's professionals possess extensive experience with both
bankruptcy and out-of-court restructuring, spanning many
industries, including energy, automotive, gaming and hospitality,
healthcare, manufacturing, real estate and retail.

                    About Grant Thornton LLP

The people in the independent firms of Grant Thornton
International Ltd provide personalized attention and the highest-
quality service to public and private clients in more than 100
countries.  Grant Thornton LLP is the U.S. member firm of Grant
Thornton International Ltd, one of the six global audit, tax and
advisory organizations. G rant Thornton International Ltd and its
member firms are not a worldwide partnership, as each member firm
is a separate and distinct legal entity.

                      About Saratoga Resources

Saratoga Resources Inc. (OTCBB: SROEQ) is an independent
exploration and production company with offices in Houston and
Covington.  Saratoga engages in the acquisition and development of
oil and gas producing properties that allow the Company to grow
through low-risk development and risk-managed exploration.
Saratoga operates 14 fields in Louisiana and Texas with 106 active
producing wells.  Current net production is roughly 3,000
barrels of oil equivalent per day -- BOEPD -- with 70% oil versus
gas.  Principal holdings cover 37,756 gross (34,246 net) acres,
mostly held-by-production, located in the state waters offshore
Louisiana.

Saratoga Resources, Inc., and certain operating subsidiaries filed
on March 31, 2009, voluntary Chapter 11 petitions in the U.S.
Bankruptcy Court for the Western District of Louisiana in
Lafayette, Louisiana.  Saratoga is being advised by its legal
counsel, Adams & Reese LLP; its investment banker, Pritchard
Capital Partners LLC; and its financial advisor, Ambrose
Consulting LLC.

The case is In Re Harvest Oil and Gas, LLC (Bankr. W.D. La. Lead
Case No. 09-50397).  Robin B. Cheatham, Esq., at Adams & Reese
LLP, represents the Debtors in their restructuring effort.  The
Debtors listed between $100 million and $500 million each in
assets and debts.


* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------
Recent Chapter 11 cases filed with assets and liabilities below
$1,000,000:

In Re LIC, LLC
   Bankr. N.D. Ala. Case No. 10-03591
      Chapter 11 Petition Filed June 14, 2010
         See http://bankrupt.com/misc/alnb10-03591.pdf

In Re John Mark Smith
   Bankr. E.D. Ark. Case No. 10-14265
      Chapter 11 Petition Filed June 14, 2010
         See http://bankrupt.com/misc/areb10-14265.pdf

In Re Jose Luis Ordonez
      Hortencia Ordonez
   Bankr. C.D. Calif. Case No. 10-17149
      Chapter 11 Petition Filed June 14, 2010
         Filed As Pro Se

In Re Robert Wallace Nygaard, Jr.
        aka Bob Nygaard
   Bankr. N.D. Calif. Case No. 10-12246
      Chapter 11 Petition Filed June 14, 2010
         See http://bankrupt.com/misc/canb10-12246.pdf

In Re John Edward Garrity
   Bankr. M.D. Fla. Case No. 10-05146
      Chapter 11 Petition Filed June 14, 2010
         See http://bankrupt.com/misc/flmb10-05146.pdf

In Re Collette L. Gunby
   Bankr. N.D. Ga. Case No. 10-77427
      Chapter 11 Petition Filed June 14, 2010
         See http://bankrupt.com/misc/ganb10-77427.pdf

In Re Tamar, Ltd.
        dba Life-Women's Health Center
   Bankr. N.D. Ill. Case No. 10-26560
      Chapter 11 Petition Filed June 14, 2010
         See http://bankrupt.com/misc/ilnb10-26560.pdf

In Re Yarberry Enterprises, Inc.
   Bankr. W.D. Ky. Case No. 10-10945
      Chapter 11 Petition Filed June 14, 2010
         See http://bankrupt.com/misc/kywb10-10945.pdf

In Re Zalman Sandon
   Bankr. D. N.J. Case No. 10-28107
      Chapter 11 Petition Filed June 14, 2010
         See http://bankrupt.com/misc/njb10-28107.pdf

In Re Joseph Frazier
   Bankr. E.D. Pa. Case No. 10-14858
      Chapter 11 Petition Filed June 14, 2010
         See http://bankrupt.com/misc/paeb10-14858p.pdf
         See http://bankrupt.com/misc/paeb10-14858c.pdf

In Re Torque Transport LLC
   Bankr. E.D. Tenn. Case No. 10-13426
      Chapter 11 Petition Filed June 14, 2010
         See http://bankrupt.com/misc/tneb10-13426p.pdf
         See http://bankrupt.com/misc/tneb10-13426c.pdf

In Re Robert James Simpson
   Bankr. N.D. Calif. Case No. 10-46777
      Chapter 11 Petition Filed June 15, 2010
         Filed As Pro Se

In Re Vargas Construction, Inc.
   Bankr. D. Colo. Case No. 10-24914
      Chapter 11 Petition Filed June 15, 2010
         See http://bankrupt.com/misc/cob10-24914.pdf

In Re RJC Land Trust
   Bankr. M.D. Fla. Case No. 10-05163
      Chapter 11 Petition Filed June 15, 2010
         See http://bankrupt.com/misc/flmb10-05163.pdf

In Re UA Group Development LLC
   Bankr. N.D. Ill. Case No. 10-26821
      Chapter 11 Petition Filed June 15, 2010
         See http://bankrupt.com/misc/ilnb10-26821p.pdf
         See http://bankrupt.com/misc/ilnb10-26821c.pdf

In Re Apnaghar, LLC
   Bankr. D. Md. Case No. 10-23492
      Chapter 11 Petition Filed June 15, 2010
         See http://bankrupt.com/misc/mdb10-23492p.pdf
         See http://bankrupt.com/misc/mdb10-23492c.pdf

In Re Sunset Trace Inc.
   Bankr. D. N.J. Case No. 10-28372
      Chapter 11 Petition Filed June 15, 2010
         Filed As Pro Se

In Re RMS Yorktown Development, Corp.
   Bankr. S.D. N.Y. Case No. 10-23216
      Chapter 11 Petition Filed June 15, 2010
         See http://bankrupt.com/misc/nysb10-23216.pdf

In Re Noremac Enterprises, LLC
   Bankr. N.D. Texas Case No. 10-10193
      Chapter 11 Petition Filed June 15, 2010
         See http://bankrupt.com/misc/txnb10-10193.pdf

In Re Cafe Ponza of Jackson Hole, LLC
   Bankr. D. Wyo. Case No. 10-20698
      Chapter 11 Petition Filed June 15, 2010
         See http://bankrupt.com/misc/wyb10-20698.pdf

In Re Thai Ventures 001 LLC
   Bankr. C.D. Calif. Case No. 10-18173
      Chapter 11 Petition Filed June 16, 2010
         See http://bankrupt.com/misc/cacb10-18173.pdf

In Re Thai Ventures 004 LLC
   Bankr. C.D. Calif. Case No. 10-18174
      Chapter 11 Petition Filed June 16, 2010
         See http://bankrupt.com/misc/cacb10-18174.pdf

In Re William H. Koett DDS Inc.
   Bankr. E.D. Calif. Case No. 10-35762
      Chapter 11 Petition Filed June 16, 2010
         See http://bankrupt.com/misc/caeb10-35762.pdf

In Re La Paz Holding
   Bankr. S.D. Calif. Case No. 10-10469
      Chapter 11 Petition Filed June 16, 2010
         Filed As Pro Se

In Re S & S Atlantic, Inc.
   Bankr. M.D. Fla. Case No. 10-14354
      Chapter 11 Petition Filed June 16, 2010
         Filed As Pro Se

In Re Delray Harbor Medical Center, Inc.
   Bankr. S.D. Fla. Case No. 10-27009
      Chapter 11 Petition Filed June 16, 2010
         See http://bankrupt.com/misc/flsb10-27009.pdf

In Re Softubs ToGo, Inc.
   Bankr. S.D. Ind. Case No. 10-09046
      Chapter 11 Petition Filed June 16, 2010
         See http://bankrupt.com/misc/insb10-09046.pdf

In Re Siraj Traders USA, Inc.
        dba Shop N Go
   Bankr. S.D. Texas Case No. 10-35002
      Chapter 11 Petition Filed June 16, 2010
         See http://bankrupt.com/misc/txsb10-35002.pdf



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard
C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez,
Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2010.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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