TCR_Public/100628.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, June 28, 2010, Vol. 14, No. 177

                            Headlines

3 G PROPERTIES: Court Orders Examination of James Adams Sr.
4 RASUL ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
401 PROPERTIES: Case Summary & 19 Largest Unsecured Creditors
ABITIBIBOWATER INC: Seeks Nod to Solicit Votes on Plan
ABITIBIBOWATER INC: DIP Lenders OK Payments to Togut, APS

ABITIBIBOWATER INC: Canada Court OKs New Securitization Program
ABITIBIBOWATER INC: CCAA Stay Period Extended Until July 30
ALMATIS B.V.: Has OK for CBCFL as Financial Advisor
ALMATIS B.V.: Wins Nod for De Brauw as Dutch Counsel
ALMATIS B.V.: Wins Nod for Schultze & Braun as Auditors

ALMATIS B.V.: Wins Nod for Schultze as German Counsel
ALPHA RED: Creditors Have Until September 14 to File Claims
AMERICAN CAPITAL: Moody's Outlook 'Stable' with Out-of-Court Swap
AMERICAN INT'L: U.S. Senator Seeks Information on Exit Pay
ARAMARK CORP: Bank Debt Trades at 7% Off in Secondary Market

ASPEN LEGACY: Files for Chapter 11 Bankruptcy in Denver
ASPEN LEGACY: Case Summary & 15 Largest Unsecured Creditors
AVAYA INC: Bank Debt Trades at 14% Off in Secondary Market
BARON ENERGY: Posts $1.6 Million Net Loss in Q3 Ended April 30
BAYOU GROUP: FINRA Panel Orders Goldman Units to Creditors $21M

BENNY PAUL: Voluntary Chapter 11 Case Summary
BERTHEL GROWTH: Iowa Court Approves USSBA as Receiver for Unit
BILL SAKES: Case Summary & 20 Largest Unsecured Creditors
BLUE HERON: Court Extends Plan Filing Period Until July 31
BOOZ ALLEN: Moody's Says IPO A Positive Credit Dev't for Rating

BROWN PUBLISHING: Says Unsecureds Seeking to Derail Sale
BURLINGTON COAT: Bank Debt Trades at 7% Off in Secondary Market
CANWEST GLOBAL: Canada Court Okays LP Monitor's Fees
CANWEST GLOBAL: Monitor Backs Canwest-Robertson Settlement
CAPTAIN VAN DYKE: Case Summary & 15 Largest Unsecured Creditors

CAR WASH HOLDINGS: Trustee Has $750,000 Offer for One Car Wash
CAROL KARLOVICH: Case Summary & 9 Largest Unsecured Creditors
CATHOLIC CHURCH: State Court Abuses Cases Extended Until July 30
CATHOLIC CHURCH: Wilmington Removal Period Extended to July 30
CATHOLIC CHURCH: Committee Wants Wilmington Held in Contempt

CATHOLIC CHURCH: Wilmington Can't File Amicus Brief
CEDAR GROVE: Case Summary & 21 Largest Unsecured Creditors
CINCINNATI BELL: Files 2009 Annual Reports for Savings Plans
CIRCUIT CITY: Agrees to Work With Creditors for Mediation
CIT GROUP: Prepays $1.25 Billion in Debt After Asset Sales

CLEAR CHANNEL: Bank Debt Trades at 22% Off in Secondary Market
CLEARPOINT BUSINESS: Files for Bankruptcy Protection
CLEARPOINT BUSINESS: Case Summary & 20 Largest Unsecured Creditors
COAST CARWASH: Case Summary & 20 Largest Unsecured Creditors
COMMUNITY HEALTH: Bank Debt Trades at 6% Off in Secondary Market

CONNECTOR 2000: Files for Chapter 9 in Spartanburg
CONNECTOR 2000: Chapter 9 Case Summary
CONTECH CONSTRUCTION: Bank Debt Trades at 25% Off
CONTINENTAL AIRLINES: Files Proxy Statement on Proposed Merger
CONTINENTAL AIRLINES: Merger May Win Antitrust Nod, Says Senator

CONTINENTAL AIRLINES: Proposed Merger to Be Sent to Shareholders
D & M LAND: Bank Lender Not Surcharged for Failed Sale Costs
DEAN FOODS: Bank Debt Trades at 6% Off in Secondary Market
DEMAY INTERNATIONAL: Trade Fixtures Don't Belong to Landlord
DIAGNOSTIC IMAGING: Moody's Cuts Corporate Family Rating to 'B3'

DOMMER CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
DOVEVIEW LLC: Files Schedules of Assets & Liabilities
EASTMAN KODAK: Files 2009 Annual Report for Investment Plan
EASTMAN KODAK: CEO Wants to Focus More on Selling, Not Suing
ENERTECH ENVIRONMENTAL: S&P Puts 'BB' Rating on Senior Bonds

ENRON CORP: Sup. Ct. Says Part of Skilling Conviction Was Flawed
ENTERTAINMENT PROPERTIES: Fitch Puts 'BB' Preferred Stock Rating
ENTERTAINMENT PROPERTIES: S&P Assigns 'BB' Corporate Credit Rating
ENVIROSOLUTIONS HOLDINGS: S&P Withdraws 'D' Corp. Credit Rating
EQUIPMENT RENTAL: Case Summary & 5 Largest Unsecured Creditors

FIRST FOLIAGE: Case Summary & 20 Largest Unsecured Creditors
FEDERAL-MOGUL: Acquires Daros Group to Strengthen Global Reach
FEDERAL-MOGUL: Directive on Pleadings for District Court Issued
FEDERAL-MOGUL: Names Alan Haughie Chief Financial Officer
FLEETWOOD ENTERPRISES: Can Sell Plant 58 Assets to Thomas Chen

FORD MOTOR: Americas Chief Says Auto Market 'Flat-lined'
FOXLAND HARBOR: Court Rejects Lift Stay for American Security Bank
FRONTIER COMMUNICATIONS: Moody's Affirms 'Ba2' Corp. Family Rating
GARLOCK SEALING: Applies for Covington as Insurance Counsel
GARLOCK SEALING: Proposes Rayburn Cooper as Counsel

GARLOCK SEALING: Proposes Robinson Bradshaw as Special Counsel
GENERAL MOTORS: Said to Prepare IPO Plan With Treasury Selling 20%
GEORGE RODOLFO PAGLIARO: Proposes to Use Cash Collateral
GSI GROUP: Plan Exclusivity Extended Until August 16
HUGHES NETWORK: Moody's Retains 'B1' Corporate Family Rating

JAY WALTERS: Case Summary & 20 Largest Unsecured Creditors
JK MANAGEMENT: Voluntary Chapter 11 Case Summary
JOHN KARDUM: Bankruptcy Court Dismisses Reorganization Case
LANDMARK VALLEY: Case Converted to Chapter 7 Liquidation
KARLOVICH FINANCIAL: Case Summary & Largest Unsecured Creditor

LAS VEGAS GAMING: Posts $1.1 Million Net Loss for Q1 2010
LBJ LAKEFRONT: American Bank Wants Case Converted to Chapter 7
LBJ LAKEFRONT: Court Denies Confirmation of Reorganization Plan
LEXI DEVELOPMENT: Case Summary & 20 Largest Unsecured Creditors
LIBBEY INC: Files 2009 Annual Reports for Retirement Plans

MAGIC BRANDS: Luby's Given Approval to Buy Fuddruckers
MARK BRUNELL: Loan Defaults Prompts Chapter 11 Bankruptcy Filing
MEDCLEAN TECHNOLOGIES: Posts $1.6 Million Net Loss for Q1
MEG ENERGY: S&P Puts 'BB-' Corp. Rating on CreditWatch Positive
MERUELO MADDUX: Posts $186.2 Million Net Loss for 2009

MIRE INVESTMENT: Filed For Chapter 11 Bankruptcy in Washington
MOVIE GALLERY: Gamers Factory Wants to Top COKeM's Offer
NEFF CORP: U.S. Trustee Objects to Terms of Advisors' Retention
NOVA CHEMICAL: Moody's Affirms Corporate Family Rating at 'Ba3'
NPC INTERNATIONAL: S&P Gives Stable Outlook, Affirms 'B' Rating

OCEAN PARK HOTELS-TOY: Can Continue Using Cash Collateral
OCEAN PARK HOTELS-TOY: Files Schedules of Assets & Liabilities
OCEAN PARK HOTELS-TOP: Can Continue Using Cash Collateral
OCEAN PARK HOTELS-TOP: Files Schedules of Assets & Liabilities
OCWEN FINANCIAL: Fitch Assigns 'BB-' Rating on $350 Mil. Loan

OLD AUGUSTA: Case Summary & 7 Largest Unsecured Creditors
PAJAAMCO FAMILY: Wants Until July 21 to File Reorganization Plan
PENHALL INTERNATIONAL: S&P Cuts Corp. Credit Rating to 'CCC-'
PERRY ELLIS: Moody's Gives Positive Outlook; Affirms 'B2' Rating
PHILADELPHIA NEWSPAPERS: Seeks to Block Ex-CEO's Testimony

PPL CAPITAL: Fitch Assigns 'BB+' Rating on $1.15 Billion Notes
RANCHER ENERGY: Delays Filing of Form 10-K for FY Ended March 31
RASUL ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
RUSSELL HOBBS: S&P Withdraws 'B' Corporate Credit Rating
RVL TEXAS: Chapter 11 Reorganization Case Dismissed

SAND TECHNOLOGY: Posts C$1.2-Mil. Net Loss for Q3 Ended April 30
SCE PARTNERS: Voluntary Chapter 11 Case Summary
SKYLINE WOODS: Bankr. Ct. Not Required to Revisit Sale Order
SMURFIT-STONE: Appoints Knudsen as Supply Chain Sales SVP
SMURFIT-STONE: Suspends Savings Plans' Reporting Duties

SPIRIT CREEK: Section 341(a) Meeting Scheduled for July 15
SPIRIT CREEK: Taps James Wilson as Bankruptcy Counsel
STONE ENERGY: Moody's Affirms Corporate Family Rating at 'B3'
STEPHEN LEIDHOLDT: Case Summary & 6 Largest Unsecured Creditors
SUMMIT BRANTLEY: Owner Gets Temporary Permit to Make Wall Panels

SUNOVIA ENERGY: Posts $3.3 Million Net Loss in Q3 Ended April 30
SYMBION INC: Moody's Downgrades Corporate Family Rating to 'B3'
TEXAS RANGERS: Court Orders Mediation With MLB, Hicks Lenders
TITAN LOAN: Royal Bank of Scotland Files Involuntary Chapter 7

TOLPLAST COMPANY: Case Summary & 19 Largest Unsecured Creditors
TREASURE CHEST: Voluntary Chapter 11 Case Summary
TRIBUNE CO: Delayed Examiner Report May Slow Plan Confirmation
UAL CORP: Continental Merger May Win Antitrust Nod, Says Senator
UAL CORP: Generated Highest Per-Passenger Revenue This Year

UAL CORP: Proposed Merger to Be Submitted to Shareholders
UNIVERSAL HEALTH: Moody's Assigns 'Ba2' Corporate Family Rating
US AIRWAYS: Pilots Support Quest for Industry-Standard Contract
USG CORPORATION: Moody's Junks Corporate Family Rating From 'B3'
VISTEON CORP: Fine Tunes Toggle Plan of Reorganization

VISTEON CORP: Secured Lenders Appeal Plan Funding Order
VISTEON CORP: Has Nod to Use Cash Until July 19
VITESSE SEMICONDUCTOR: Registers 50-Mil. Under Incentive Plan
WILLBROS GROUP: S&P Downgrades Ratings on $475 Mil. Loan to 'BB-'
WILLIAM RASUL: Case Summary & 20 Largest Unsecured Creditors

YUCCA GROUP: Wants Plan Exclusivity Extended by 120 Days

* S&P Tally of Global Defaults This Year Now at 41
* Bank Failures This Year Now 86 as 3 Banks Shut Friday

* Alvarez & Marsal Adds Jim Havelka as National Practice Leader

* BOND PRICING -- For the Week From June 21 to 25, 2010


                            *********


3 G PROPERTIES: Court Orders Examination of James Adams Sr.
-----------------------------------------------------------
The Hon. J. Rich Leonard of the U.S. Bankruptcy Court for the
Eastern District of North Carolina has ordered, pursuant to Rule
9001(5), Federal Rules of Bankruptcy Procedure, James M. Adams Sr.
to appear and submit to examination, on behalf of 3 G Properties,
LLC, at the Section 341 meeting of creditors scheduled for
July 28, 2010, at 10:00 a.m., at the U.S. Bankruptcy Court, USBA
Creditors Meeting Room, Two Hannover Square, Room 610, 434
Fayetteville Street, Mall, Raleigh, NC 27601.

Judge Leonard further ordered Mr. Adams to file schedules and
statements and to do any other act required by the U.S. Bankruptcy
Code, the Federal Rules of Bankruptcy Procedure and the local
rules of this court which is required by the Debtor.

Southern Community Bank Trust (the Bank), a secured creditor of
the Debtor, asked the Court to direct a Rule 2004 Examination of
Frank D. Leatherman, Jr., and compel him to produce documents,
including an appraisal report on a vacant land in Creedmoor, North
Carolina, and communications with Lake Glad Road Partners, LLC, et
al.

The Bank says that it is essential for it to have a full and
complete understanding of the appraiser's opinion of value as
reflected in the written appraisal reports for the commercial
property and the partners property in order for the Bank to
ascertain issues related to (i) adequate protection of its
interests in its collateral, (ii) feasibility and the prospects
for a successful reorganization, and (iii) at bottom, whether
there exists a good faith basis for purported merger of these
entities and the filing of the bankruptcy petition.

Southern Community is represented by Williams Mullen.

Wake Forest, North Carolina-based 3 G Properties, LLC, dba
Granville Park Partners, LLC, Lake Glad Road Commercial, LLC, dba
Lake Glad Road Partners, LLC, filed for Chapter 11 bankruptcy
protection on June 14, 2010 (Bankr. E.D.N.C. Case No. 10-04763).
Gregory B. Crampton, Esq., and Kevin L. Sink, Esq., at Nicholls &
Crampton, P.A., assist the Company in its restructuring effort.
The Company estimated its assets and debts at $10,000,001 to
$50,000,000.


4 RASUL ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: 4 Rasul Enterprises, LLC
        3363 Estes Drive
        Atlanta, GA 30349

Bankruptcy Case No.: 10-78126

Chapter 11 Petition Date: June 22, 2010

Court: U.S. Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: J. Robert Williamson, Esq.
                  Scroggins and Williamson
                  1500 Candler Building
                  127 Peachtree Street, N.E.
                  Atlanta, GA 30303
                  Tel: (404) 893-3880
                  E-mail: rwilliamson@swlawfirm.com

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

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

A copy of the Company's list of 20 largest unsecured
creditors filed together with the petition is available for
free at http://bankrupt.com/misc/ganb10-78126.pdf

The petition was signed by William Rasul, managing member.


401 PROPERTIES: Case Summary & 19 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: 401 Properties Limited Partnership
        330 S. Wells
        Suite 718
        Chicago, IL 60606
        Tel: (312) 341-4048

Bankruptcy Case No.: 10-28114

Chapter 11 Petition Date: June 23, 2010

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Debtor's Counsel: Louis D. Bernstein, Esq.
                  Bernstein Law Firm, LLC
                  350 N. Clark Street
                  Suite 400
                  Chicago, IL 60654
                  Tel: (312) 645-6091
                  E-mail: lbernstein@law-ldb.com

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

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

The petition was signed by Andrew A. Jahelka, president of general
partner.

Debtor's List of 19 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Cook County Treasurer     Taxes                  $250,530
118 N. Clark St.,
Suite 112
Chicago, IL 60602

Cook County Treasurer     Taxes                  $248,257
118 N. Clark St.,
Suite 112
Chicago, IL 60602

American Building         Trade                  $52,271
Maintenance
Attn: Nicholas Baker
180 N. LaSalle St., #1420
Chicago, IL 60601

Commonwealth Edison       Trade                  $26,122

Prime Scaffold Inc.       Trade                  $23,039

Titan Security Services   Trade                  $20,481
Inc.

IUOE Local 399 Health     Trade                  $12,581

Thermodyne/FE Moran       Trade                  $9,945
Mechanical SVC.

Central Pension Fund      Trade                  $8,526

Securitas Security        Trade                  $7,896
Services USA Inc.

Integrity Elevator        Trade                  $7,245
Company

Peoples Energy            Trade                  $3,701

Lakeshore Waste           Trade                  $2,209
Services LLC

North American Paper      Trade                  $1,666

Sprint                    Trade                  $1,443

City of Chicago           Trade                  $1,324
Dept. of Water

City of Chicago           Trade                  $668
Dept. of Revenue

Kellermeyer Godfryt Har   Trade                  Unknown
-Truckpointing

Security Management &     Trade                  Unknown
Investigations


ABITIBIBOWATER INC: Seeks Nod to Solicit Votes on Plan
------------------------------------------------------
AbitibiBowater, Inc., and its debtor-affiliates ask Judge Kevin
J. Carey of the U.S. Bankruptcy Court for the District of
Delaware to approve the Disclosure Statement accompanying their
First Amended Chapter 11 Plan of Reorganization as containing
"adequate information" within the meaning of the Section 1125 of
the Bankruptcy Code.

The Debtors also seek permission from Judge Carey to implement
uniform solicitation and balloting procedures in relation to the
Disclosure Statement and First Amended Chapter 11 Plan they
filed.

The Plan does not provide for substantive consolidation of any of
the Debtors' estates and constitutes a separate plan of
reorganization for each Debtor, including the Debtors who are
under the Companies' Creditors Arrangement Act proceeding in
Canada, according to Sean T Greecher, Esq., at Young Conaway
Stargatt & Taylor, LLP, in Wilmington, Delaware.

He relates that in accordance with Section 1122 of the Bankruptcy
Code, the Plan classifies claims and interests against and in the
Debtors into these classes for all purposes, including voting:

Class(es)       Description                  Entitled To Vote
---------       -----------                  ----------------
1A through 1HH  Priority Non-Tax Claims      No/Deemed to Accept

2A through 2G   Bowater Secured Bank Claims  No/Deemed to Accept

3A through 3G   BCFPI Secured Bank Claims    No/Deemed to Accept

4A through 4G   ACCC Term Loan Secured       No/Deemed to Accept
                Guaranty Claims

5A through 5HH  Other Secured Claims         No/Deemed to Accept

6A through 6HH  Unsecured Claims             Yes

7A through 7HH  Convenience Claims           Yes

8A through 8HH  Intercompany Claims
                and Intercompany Interests   No/Deemed to Accept

9A through 9HH  Common Stock Claims          No/Deemed to Reject
                and Interests

Accordingly, the Debtors are only soliciting votes from holders
of Class 6 Unsecured Claims and Class 7 Convenience Claims.
Holders of Claims in the Voting Classes 6 and 7 are impaired and
therefore, entitled to vote to accept or reject the Plan.

Epiq Bankruptcy Solutions LLC is the Debtors' notice, claims,
solicitation and balloting agent.  Epiq will inspect, monitor and
supervise the solicitation process; serve as the tabulator of the
Ballots; and certify to the Court the results of the balloting.

The Court will convene a hearing on July 7, 2010, at 1:30 p.m.,
prevailing Eastern Time, to consider approval of the Solicitation
Procedures.  Deadline for filing objections is June 29.

In accordance with Rule 3017(d) of the Federal Rules of
Bankruptcy Procedure, the Debtors ask Judge Carey to establish
June 30, 2010, as the record date for purposes of determining
which creditors are entitled to receive a Solicitation Package
and to vote on the Plan, an Unimpaired Party Notice and an
Impaired Non-Voting Notice.

The Debtors propose to commence the solicitation period on
July 15, 2010.  To be counted as votes to accept or reject the
Plan, all Ballots, including Master Ballots, must be properly
executed, completed and delivered to Epiq (i) by first-class mail;
(ii) by overnight courier or (iii) by personal delivery, so that
they are actually received by Epiq no later than 4:00 p.m.,
prevailing Eastern Time on August 23, 2010.

The Debtors ask Judge Carey to set September 14, 2010, at 10:00
a.m., prevailing Eastern Time, as the hearing to confirm the
Plan.  They also seek that August 27 be set as the date by which
all objections to confirmation of the Plan must be filed and
served on the appropriate parties.

The Debtors propose to publish a notice of the Plan Confirmation
Hearing and the Plan Confirmation Objections Deadline in the
national edition of the Wall Street Journal, the New York Times
or USA Today not less than 28 days before the Confirmation
Hearing.

                     About AbitibiBowater

AbitibiBowater 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 22 pulp and paper facilities and
26 wood products facilities located in the United States, Canada
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 $9,937,000,000 in total
assets and $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).


ABITIBIBOWATER INC: DIP Lenders OK Payments to Togut, APS
---------------------------------------------------------
AbitibiBowater Inc. and its units seek the U.S. Bankruptcy Court's
authority to enter into a "Consent No. 9" to the 2009 Credit
Agreement they are a party to with Law Debenture Trust Company of
New York, as administrative agent, and certain lender parties.

The Ninth Consent to the DIP Facility provides for the consent of
the DIP Agent and the Lenders to Bowater Inc.'s intent to pay for
the fees and expenses of (1) APS Services, LLC and (2) Togut,
Segal & Segal LLP, on behalf of Bowater Canada Finance
Corporation.

APS Services and the Togut Firm are being retained by the Debtors
in relation to potential "BCFC Litigation Claims:"

  * BCFC is seeking to retain APS Services as its special
    advisor and Lisa Donahue to serve as its vice president for
    restructuring, in connection with the review of BCFC's
    assertion of claims against Bowater under Section 135 of the
    Companies Act (Nova Scotia) and other claims against BCFC
    affiliates in connection with the application of proceeds
    arising from prepetition unsecured notes issued by BCFC.

  * BCFC is also seeking to retain the Togut Firm as its
    conflicts counsel.

Both Applications are currently under the advisement of the
Bankruptcy Court.

BCFC is a wholly owned subsidiary of Bowater Inc., organized as
an unlimited liability company under Nova Scotia law.  BCFC
issued notes in the principal amount of $600 million pursuant to
an October 2001 indenture for 7.95% notes due 2011; whereby
Bowater serves as guarantor and the Bank of New York serves as
trustee.  The BCFC Notes remain outstanding.  BCFC is a financing
vehicle with no material operations.

The Firms are being hired on the premise that in the event of a
winding up of BCFC, BCFC may have potential claims against
Bowater in relation to the BCFC notes pursuant to Section 135 of
the Companies Act (Nova Scotia).  In connection with this, BCFC
requires the services of the Firms to pursue a review of the
potential claims and to represent its interests in relation to
the potential claims.

Sean T. Greecher, Esq., at Young Conaway Stargatt & Taylor, LLP,
in Wilmington, Delaware, avers that while permitting Bowater to
incur the fees and expenses of the Firms, the Ninth Consent will
enable BCFC to retain conflicts counsel and designate a wholly
independent officer, which will ensure the integrity of the
Debtors' claims resolution process, thereby facilitating an
expeditious resolution to any intercompany claim.

A full-text copy of the Proposed Ninth Consent is available at no
charge at http://bankrupt.com/misc/ABH_9thDIPConsent.pdf

             Noteholders Object, Debtors Respond

Aurelius Capital Management LP and Contrarian Capital Management,
as noteholders, filed a limited objection to the Ninth DIP
Consent.  Victoria W. Counihan, Esq., at Greenberg Traurig, LLP,
in Wilmington, Delaware, points out that BCFC was specifically
carved out as an obligor under the Bowater DIP Credit Agreement.
In this light, she cites, the Ninth Consent "seeks to bind BCFC,"
contrary to the carve-out of provision under the DIP Agreement
with respect to BCFC.

The Debtors point out that left unanswered by the Objections
raised by the Noteholders is how they propose to pay for BCFC's
retained professionals, whether pursuant to the APS and Togut
Applications or otherwise.  "As BCFC has no independent means to
pay the fees and expenses of its retained professionals, the
Ninth DIP Consent is a necessary element of the Retention
Applications, and should be approved," Sean T. Greecher, Esq., at
Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware,
asserts on behalf of the Debtors.

Mr. Greecher further points out that the Ninth DIP Consent is
consistent with the limitations set by the Final DIP Order
because (i) BCFC is not a party to the DIP Consent, and thus the
DIP Consent in no way binds BCFC, (ii) BCFC and its assets will
not be subject to any liens, superpriority claims or adequate
protection claims as a result of approval of the DIP Consent; and
(iii) Bowater will not transfer any assets to BCFC, but instead
will make payments on BCFC's behalf to BCFC's retained
professionals.

                     About AbitibiBowater

AbitibiBowater 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 22 pulp and paper facilities and
26 wood products facilities located in the United States, Canada
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 $9,937,000,000 in total
assets and $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).


ABITIBIBOWATER INC: Canada Court OKs New Securitization Program
---------------------------------------------------------------
The Honorable Mr. Justice Clement Gascon, J.S.C., of the Superior
Court Commercial Division for the District of Montreal in Quebec,
Montreal, Canada authorized the Applicants under the Companies'
Creditors Arrangement Act in Canada to cause to carry out the
2010 Amendments to the Securitization Facility, consisting of (i)
the Amendment No. 1 to Second Amended and Restated Receivables
Purchase Agreement; (ii) Amendment No. 1 to Second Amended and
Restated Purchase and Contribution Agreement; and (iii) Amendment
No. 3 to Guaranty and Undertaking Agreement to the Securitization
Facility.

Mr. Justice Gascon's ruling affirms the order entered by Judge
Carey of the Delaware Bankruptcy Court approving the 2010
Amendments in their entirety, on a final basis.

The 2010 Securitization Amendments essentially reflect (i)
extension of the Maturity Date for an additional 364 days from
the date of the order approving the 2010 Amendments becomes
effective; (ii) Deletion of Fifteen Month Extension and Eighteen
Month Extension provisions; (iii) reduction of Purchase Limit
from $270 million to $180 million in the aggregate; (iv)
reduction of Interest cost reduced from LIBOR + 750 basis points
(with a 3% LIBOR floor) to LIBOR + 400 basis points  (with a 2%
LIBOR floor); (v) Reduction of Unused commitment fee to 1.5% to
75 basis points; and (vi) addition of covenant levels for the
fiscal quarters ending after September 30, 2010, i.e., for the
new duration of the Securitization Program.

The Amended and Restated Receivables Purchase Program will
continue in full force and effect as amended, modified and
supplemented by the 2010 Amendments, the Canadian Court ruled.

                     About AbitibiBowater

AbitibiBowater 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 22 pulp and paper facilities and
26 wood products facilities located in the United States, Canada
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 $9,937,000,000 in total
assets and $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).


ABITIBIBOWATER INC: CCAA Stay Period Extended Until July 30
-----------------------------------------------------------
Honorable Mr. Justice Clement Gascon, J.S.C., of the Superior
Court Commercial Division for the District of Montreal in Quebec,
Montreal, Canada, extended the period within which no right may
be exercised and no proceeding may be commenced or proceeded
against Abitibi-Consolidated Inc., Bowater Inc. and certain of
their affiliates, as applicants under the Companies' Creditors
Arrangement Act of Canada asked or any of their property, assets,
rights and undertakings, through and including July 30, 2010.

The CCAA Applicants' current CCAA Stay Period expired on June 18,
2010.

The July 30 Stay Period will provide the CCAA Applicants adequate
time to move forward with the adjudication of disputed claims and
to continue their ongoing negotiations with stakeholders in
connection with the restructuring plan under the CCAA.

The CCAA Applicants noted, however, that they still expect to
propose a further extension of the Stay Period during the hearing
on a request for a creditors' meeting, which is expected to take
place in July 2010.

                     About AbitibiBowater

AbitibiBowater 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 22 pulp and paper facilities and
26 wood products facilities located in the United States, Canada
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 $9,937,000,000 in total
assets and $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).


ALMATIS B.V.: Has OK for CBCFL as Financial Advisor
---------------------------------------------------
Almatis B.V. and its debtor affiliates received permission from
Judge Glenn to employ Close Brothers Corporate Finance Limited as
their financial advisor effective as of April 30, 2010.

As financial adviser, Close Brothers will be tasked to provide
these services:

  (1) review the existing debt facility documentation to assess
      the key issues arising from the available restructuring
      options;

  (2) review the budget for the year ending December 31, 2009,
      and assist in preparing the budget presentation to the
      lenders;

  (3) review the business plan for the years ending December 31,
      2010 and 2011;

  (4) assist the Debtors in preparing the financial and
      restructuring model;

  (5) assist the Debtors in negotiating with Alcoa Inc.
      regarding the Alumina Feedstock Supply Agreement dated
      February 27, 2004, to secure a more favorable revised
      agreement;

  (6) assess the impact of any revised Alcoa agreement on the
      budget and the business plan, and assist the Debtors in
      updating the financial and restructuring models;

  (7) advise the Debtors regarding potential restructuring,
      refinancing and financing alternatives, together with the
      analysis of their budget, business plan and restructuring
      model, including recommendations of specific courses of
      action, and prepare a report in presentation format
      summarizing their findings to present to the Board;

  (8) negotiate a standstill agreement with the Debtors'
      lenders as an intermediate stage in implementing any
      restructuring or "amendment transaction;"

  (9) assist the Debtors in the structuring, marketing,
      negotiation and implementation of any restructuring or
      amendment transaction;

(10) negotiate with the Debtors' shareholders, counterparties
      under their senior and junior credit facilities,
      prospective investors, or other parties which may be
      involved in the restructuring or amendment transaction;

(11) assist the Debtors' management in communicating with,
      and presenting to, the Debtors' shareholders, banks,
      prospective investors, and lenders regarding any
      restructuring or amendment transaction;

(12) assist the Debtors in overseeing the management and
      Implementation of the contemplated restructuring or
      amendment transaction;

(13) liaise with Dubai International Capital LLC on its
      preferred strategy in relation to its shareholding in the
      Debtors; and

(14) participate in hearings before the Court and provide
      testimony with respect to the services performed by the
      firm and issues arising in connection with any proposed
      plan of reorganization.

The Debtors will pay Close Brothers an advisory fee of GBP75,000
per month payable in advance on the first day of each month
commencing February 11, 2009, through the termination of the
firm's employment, with the first three monthly retainers offset
against any "restructuring transaction fee."

Upon the consummation of any restructuring transaction, the
Debtors will pay Close Brothers a one-time transaction fee
equivalent to 50 basis points of total financial debt outstanding
immediately prior to the transaction being completed, provided
that the payment of any restructuring transaction fee will negate
Close Brothers' entitlement to any "amendment transaction fee."

Upon the consummation of an amendment transaction, the Debtors
will pay Close Brothers a one-time transaction fee equivalent to
15 basis points of the total financial debt outstanding
immediately prior to the amendment transaction being completed,
provided that the payment of any amendment transaction fee will
negate Close Brothers' entitlement to any restructuring
transaction fee.

The Debtors will also indemnify Close Brothers for any claim
arising from or in connection with its employment.  The firm,
however, will not be indemnified for claims stemming from gross
negligence, willful misconduct or breach of its duties.

Stephen Aulsebrook of Close Brothers assures Judge Glenn that his
firm does not have interest adverse to the interest of the
Debtors' estate, and is a "disinterested person" as the term is
defined under Section 101(14) 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, 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.: Wins Nod for De Brauw as Dutch Counsel
----------------------------------------------------
Almatis B.V. and its debtor-affiliates obtained permission from
the U.S. Bankruptcy Court for the Southern District of New York to
employ De Brauw Blackstone Westbroek N.V. as their special Dutch
counsel effective April 30, 2010.

As special counsel, De Brauw Blackstone will advise the Debtors
and assist their general bankruptcy counsel on matters including
Dutch corporate law and cross-border issues implicating laws of
foreign jurisdictions.  The firm will also be required to attend
meetings and participate in negotiations, or appear before the
U.S. Bankruptcy Court or any other court.

In return for its services, De Brauw Blackstone will be paid on
an hourly basis and will be reimbursed for it necessary expenses.
The firm's professionals who are expected to provide the services
and their hourly rates are:

  Professionals                Hourly Rates
  -------------                ------------
  Ruud Hermans                    EUR675
  Harm-Jan de Kluiver             EUR675
  Rene Clumpkens                  EUR675
  Klaas de Vries                  EUR450
  Gwenaelle Pennec                EUR450
  Rob van den Sigtenhorst         EUR375

Pursuant to an agreement between the Debtors and De Brauw
Blackstone, the firm's hourly fees will be discounted by 18%.  If
however the Debtors' restructuring is successful, the firm will
be entitled to full payment of its earned fees.

Rudolf Martinus Hermans, Esq., a shareholder of De Brauw
Blackstone, assures the Court that his firm does not hold or
represent interest that is adverse to that of the Debtors'
estates.

See prior entry at [00043].  Application approved.

Almatis B.V. and its debtor affiliates obtained approval of the
U.S. Bankruptcy Court for the Southern District of New York to
employ De Brauw Blackstone Westbroek N.V. as their special Dutch
counsel.

In a supplemental declaration filed with the Court, Rudolf
Martinus Hermans, a shareholder of De Brauw, disclosed that it
intends to charge for its legal services on an hourly basis
subject to the firm's repayment to the Debtors of an amount equal
to 18% of its fees if the Debtors' restructuring process is not
successful.

Mr. Herman also said De Brauw will seek reimbursement of its
expenses in accordance with the amended engagement letter dated
May 21, 2010 between Almatis B.V. and the firm.

                       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.: Wins Nod for Schultze & Braun as Auditors
-------------------------------------------------------
Almatis B.V. and its affiliated debtors received the Court's
approval to employ Schultze & Braun GmbH Rechtanwaltsgesellschaft
Wirtschaftspr fungsgesellschaft as their auditor effective as of
April 30, 2010.

The Debtors want to tap the firm to verify the feasibility of the
contemplated restructuring according to any plan of
reorganization from the individual perspective of the Debtors
incorporated in Germany, particularly with respect to their going
concern in the future, according to Almatis Chief Executive Remco
de Jong.

Schultze & Braun GmbH will also provide other auditing services
upon agreement with the Debtors, Mr. de Jong says.

In return for its services, the firm will be paid on an hourly
basis and will be reimbursed for it necessary expenses.  A list
of Schultze & Braun GmbH's professionals who are expected to
provide the services and their hourly rates is available at:

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

Jens Weber, a partner at Schultze & Braun GmbH, assures Judge
Glenn that his firm does not have interest adverse to the
interest of the Debtors' estates, creditors or equity security
holders, and is a "disinterested person" as the term is defined
under Section 101(14) 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, 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.: Wins Nod for Schultze as German Counsel
-----------------------------------------------------
Almatis B.V. and its units received the U.S. Bankruptcy Court's
authority to employ Schultze & Braun GmbH echtsanwaltsgesellschaft
as special German counsel to their management effective as of
April 30, 2010.

Schultze & Braun, as special counsel, will advise the Debtors'
management on issues involving German law particularly in respect
of the continuation prognosis depending on the development of the
Debtors' Chapter 11 cases.  The firm will also advise the
management and assist the Debtors' general bankruptcy counsel on
cross-border issues implicating laws of foreign jurisdictions.

Schultze & Braun will also be required to attend meetings,
participate in negotiations, and appear before the U.S. Bankruptcy
Court or any other court.

Schultze & Braun will be paid on an hourly basis and will be
reimbursed for it expenses.  A list of the firm's professionals
who are expected to provide the services and their hourly rates
is available at http://bankrupt.com/misc/Almatis_Schultze.pdf

Christopher Alexander von Wilcken, Esq., at Schultze & Braun,
assures the Court that the firm does not hold or represent
interest adverse to the Debtors and their estates.

                       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)


ALPHA RED: Creditors Have Until September 14 to File Claims
-----------------------------------------------------------
Rhett Pardon at XBiz Newswire reports that trustee Douglas
Brickley said creditors of Alpha Red have until Sept. 14, 2010, to
file claims with the U.S. Bankruptcy Court in Houston, saying
there will funds available for disbursement in the Company's
Chapter 7 case.

According to the report, Alpha Red's assets that could be
liquidated include about two dozen servers, including one that has
a potential value of $415,000.  The trustee noted that Company
assets of "unknown value" disappeared in late 2008 at both of
Alpha Red's offices in Dallas and Houston.

Alpha Red, which provided web-hosting service, filed for Chapter
11 bankruptcy protection in 2008 but it was converted to Chapter 7
liquidation proceeding.


AMERICAN CAPITAL: Moody's Outlook 'Stable' with Out-of-Court Swap
-----------------------------------------------------------------
Moody's Investor's Service confirmed American Capital, Ltd.'s B2
corporate family and B2 senior unsecured ratings with a stable
outlook.

The rating confirmation follows ACAS's announcement that it has
received the necessary exchange offer participation to complete
its $2.4 billion debt restructuring.  As a result the company has
stated it does not intend to undertake a pre-packaged Chapter 11
bankruptcy restructuring.  This concludes Moody's review of ACAS's
ratings and outlook that was begun on June 4, 2010.

The stable outlook reflects that post-exchange ACAS will have a
moderate medium term debt maturity profile.  The company will make
cash payments of approximately $950 million at the close of the
restructuring and will issue new exchange notes of $1.3 billion.
On a pro-forma basis, ACAS's next debt maturity will be
$190 million due on December 31, 2012.  Remaining pro-forma
maturities will be $300 million on June 30, 2013, and $900 million
December 31, 2013.  The large upfront cash payment substantially
reduces the company's leverage, which also supports the stable
outlook.

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

The proposed restructuring would also provide a first lien claim
to participating creditors on substantially all of ACAS's
otherwise unencumbered assets.  ACAS's senior unsecured rating is
the same as its B2 corporate family rating, despite the company's
high level of secured debt on a pro-forma basis, in recognition of
substantial asset coverage for all classes of debt.

ACAS's rating would come under negative pressure if the company
experiences investment portfolio write-downs that substantially
reduce the company's capital base or if the company violates debt
covenants in the future.  Positive rating pressure could result if
the company increases its asset coverage above 200% and returns
its portfolio quality to pre-crisis levels.

The last rating action was on ACAS was June 4, 2010, when the
ratings were placed under review for downgrade.

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

Outlook Actions:

Issuer: American Capital, Ltd.

  -- Outlook, Changed To Stable From Rating Under Review

Confirmations:

Issuer: American Capital, Ltd.

  -- Corporate Family Rating, Confirmed at B2
  -- Multiple Seniority Shelf, Confirmed at (P)Caa1, (P)B2
  -- Senior Unsecured Regular Bond/Debenture, Confirmed at B2


AMERICAN INT'L: U.S. Senator Seeks Information on Exit Pay
----------------------------------------------------------
The Wall Street Journal's Serena Ng reports that Sen. Charles
Grassley (R., Iowa) on Friday sent a letter to American
International Group Inc. asking for more information about an exit
package AIG gave its former chief compliance and regulatory
officer in late 2009.

The Journal relates Mr. Grassley, the highest-ranking Republican
on the Senate Finance Committee, has been examining compensation
arrangements by AIG and large severance payments AIG made to two
executives who left the firm in December 2009.  One of them,
former chief compliance and regulatory officer Suzanne Folsom,
received more than $1 million in payouts but wasn't a participant
in an AIG executive-severance plan that guaranteed large payments
to certain senior executives.

Mr. Grassley's office earlier this year asked Treasury's pay czar
Kenneth Feinberg for information about the exit packages, and is
now trying to get additional information directly from AIG.

According to the Journal, Mr. Grassley said AIG's outside
attorneys had informed him that the severance payment agreement
for Ms. Folsom was executed after the government's bailout of AIG,
and was therefore not a "grandfathered" contract.  He asked if Ms.
Folsom were instead eligible "for far less severance, perhaps no
more than two to four weeks under AIG's normal severance program."
Mr. Grassley asked AIG for a copy of Ms. Folsom's severance or
separation agreement, the formula used to calculate her severance,
and other details of her pay and employment.

The report also notes Mr. Grassley's letter said that Anastasia
Kelly, AIG's former general counsel who also left in December
2009, "took an active role in persuading AIG senior management to
bestow this executive severance agreement on Ms. Folsom." He also
asked AIG for a description of the role that Ms. Kelly played in
the decision.

Both Ms. Folsom and Ms. Kelly declined to comment, the Journal
says.

                          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.


ARAMARK CORP: Bank Debt Trades at 7% Off in Secondary Market
------------------------------------------------------------
Participations in a syndicated loan under which ARAMARK Corp. is a
borrower traded in the secondary market at 93.33 cents-on-the-
dollar during the week ended Friday, June 25, 2010, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 0.63 percentage points
from the previous week, The Journal relates.  The Company pays 188
basis points above LIBOR to borrow under the facility, which
matures on Jan. 26, 2014.  The bank debt is not rated by Moody's
and Standard & Poor's.  The debt is one of the biggest gainers and
losers among 184 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.

ARAMARK Corp. -- http://www.aramark.com/-- is the world's #3
contract foodservice provider (behind Compass Group and Sodexo)
and the #2 uniform supplier (behind Cintas) in the US.  It offers
corporate dining services and operates concessions at many sports
arenas and other entertainment venues, while its ARAMARK
Refreshment Services unit is a leading provider of vending and
beverage services.  The Company also provides facilities
management services.  Through ARAMARK Uniform and Career Apparel,
the company supplies uniforms for healthcare, public safety, and
technology workers.  Founded in 1959, ARAMARK is owned by an
investment group led by chairman and CEO Joseph Neubauer.


ASPEN LEGACY: Files for Chapter 11 Bankruptcy in Denver
-------------------------------------------------------
Aspen Legacy Holdings LLC filed for Chapter 11 in Denver, Colorado
on June 23 (Bankr. D. Colorado. Case No. 10-25617).

The Chapter 11 petition was filed before a hearing to appoint a
receiver to oversee all of Aspen Legacy's financial dealings.  The
hearing was prompted by Downtown Aspen Investments LLC, which
claims Aspen Legacy has defaulted on a $9.2 million loan it
obtained in October 2008.

The Company listed both assets and liabilities between $10 million
and $50 million.

Aspen Legacy Holdings LLC owns the Hyman Avenue buildings occupied
by Little Annie's Eating House and the former Huntsman Gallery.


ASPEN LEGACY: Case Summary & 15 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Aspen Legacy Holdings, LLC
        132 Midland Avenue, Suite 4
        Basalt, CO 81621

Bankruptcy Case No.: 10-25617

Chapter 11 Petition Date: June 23, 2010

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

Judge: A. Bruce Campbell

Debtor's Counsel: Shaun A. Christensen, Esq.
                  1917 Market Street, Suite A
                  Denver, CO 80202
                  Tel: (303) 297-9800
                  E-mail: christensens@appellucas.com

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

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

The petition was signed by Edward G. Dingilian, manager.

Debtor's List of 15 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Silverman & Weinraub               Unsecured Loans        $353,000
630 Thrid Avenue, 7th Floor        Legal Fees
New York, NY 10017

Holland & Hart                     Legal Fees              $36,879
555 17th Street, 32nd Floor
Denver, CO 80202

Gilchrist & Rutter                 Legal Fees              $26,100
1299 Ocean Avenue, Suite 900
Santa Monica, CA 90401

Hairabedian ARG-Architects         Architectural           $24,500
                                   Fees

Economic Planning Systems, Inc.    Financial               $22,500
                                   Evaluation Fees

Brandt Feigenbaum                  Legal Fees              $19,500

A-1 Maintenance                    Commercial              $13,500
                                   Maintenance

Stan Clauson Associates            Land Use                 $6,100
                                   Planning Fees

City of Aspen Utilities            Utilities                $2,600

Edward Dingilian                   Expense                  $1,370
                                   Reimbursement

Otte & Cote, CPAs                  Accounting Fees            $715

Aspen Consolidated Sanitation      Utilities                  $434

Source Gas                         Utilities                  $322

Ajax Mechanical                    Commercial                 $270
                                   Maintenance

ACME Alarm Co                      Alarm Service              $180


AVAYA INC: Bank Debt Trades at 14% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which Avaya, Inc., is a
borrower traded in the secondary market at 85.83 cents-on-the-
dollar during the week ended Friday, June 25, 2010, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 0.67 percentage
points from the previous week, The Journal relates.  The Company
pays 275 basis points above LIBOR to borrow under the facility,
which matures on Oct. 26, 2014.  The bank debt is not rated by
Moody's and Standard & Poor's.  The debt is one of the biggest
gainers and losers among 184 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

Avaya, Inc., based in Basking Ridge, New Jersey, is a supplier of
communications systems and software for enterprise customers.

The Troubled Company Reporter stated on Dec. 23, 2009, that
Moody's downgraded Avaya's corporate family rating to B3 from B2.
The downgrade was driven by challenges presented by the
acquisition of Nortel's enterprise assets as well as the large
amount of additional debt incurred to finance the acquisition
(around $1 billion).


BARON ENERGY: Posts $1.6 Million Net Loss in Q3 Ended April 30
--------------------------------------------------------------
Baron Energy Inc. filed its quarterly report on Form 10-Q,
reporting a net loss of $1,620,511 on $141,648 of revenue for the
three months ended April 30, 2010, compared to a net loss of
$208,249 on $122,185 for the same period of 2009.

The Company's balance sheet at April 30, 2010, showed $2,682,166
in assets and $5,034,512 of liabilities, for a stockholders'
deficit of $2,352,346.

The Company incurred a net loss of $1,620,511 and $2,600,037 for
the three and nine months ended April 30, 2010, respectively, and
had an accumulated deficit of $5,540,691 as of April 30, 2010.
Additionally, at April 30, 2010, the Company is in default of
certain debt agreements that are secured by the Company's oil and
gas properties.  "These conditions raise substantial doubt as to
our ability to continue as a going concern."

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

               http://researcharchives.com/t/s?655d

Baron Energy, Inc. (OTC BB: BROE) -- http://www.baronenergy.com/-
- is an independent oil and gas production, exploitation, and
exploration company headquartered in Midland, Texas with producing
assets in the prolific oil producing Permian Basin of West Texas
and a significant exploration acreage position along the Texas
Gulf Coast.


BAYOU GROUP: FINRA Panel Orders Goldman Units to Creditors $21M
---------------------------------------------------------------
A Financial Industry Regulatory Authority arbitration panel has
ordered two Goldman Sachs & Co. subsidiaries to fork over nearly
$20.6 million to unsecured creditors of Bayou Group LLC.

The Wall Street Journal's Susanne Craig reports that the
$20.6 million is the largest arbitration award levied against the
securities firm, to unsecured creditors of Bayou Group LLC who
accused Goldman of ignoring signs of fraud at the hedge-fund firm.

The Journal reports that a three-person Financial Industry
Regulatory Authority arbitration panel didn't provide an
explanation for its ruling.  A Goldman spokesman said the panel
didn't conclude that the firm committed any wrongdoing or violated
any rules.

Bayou collapsed in 2005, and the firm's former chief executive,
Samuel Israel III, is serving a 20-year prison term for fraud.  He
pleaded guilty to misrepresenting the value of Bayou's funds and
defrauding clients out of more than $400 million.

Goldman cleared trades for Bayou before it collapsed.  In 2008,
Bayou's unsecured creditors' committee filed an arbitration claim
against two Goldman units.  The Journal recalls lawyers for the
committee alleged that, "through either gross negligence or a
willful choice to ignore the signs of fraud, [Goldman] failed to
diligently investigate the red flags it was made aware of, to
contact Bayou's auditors to request additional information, or to
alert the appropriate authorities of what it had learned."

According to the Journal, in its response to the initial
arbitration filing, Goldman said the $20.5 million represents
money that was fraudulently transferred among Bayou accounts and
was never in Goldman's possession.  Clearing operations typically
maintain client records and send out trade confirmations, often
earning big fees in return.  The Journal notes the Goldman
spokesman said it is "disappointed with the award and is exploring
its options."

Ross Intelisano, Esq., a partner at New York law firm Rich &
Intelisano LLP, represented the Bayou creditors.

                        About Bayou Group

Based in Chicago, Illinois, Bayou Group LLC operated and managed
hedge funds.  The hedge fund that turned out to be a Ponzi scheme
and a receiver was subsequently appointed.  The Company and its
affiliates were sent to Chapter 11 on May 30, 2006 (Bankr.
S.D.N.Y. Lead Case No. 06-22306) to pursue recoveries for the
benefit of defrauded investors.  Elise Scherr Frejka, Esq., at
Dechert LLP, represents the Debtors in their restructuring
efforts.  Joseph A. Gershman, Esq., and Robert M. Novick, Esq., at
Kasowitz, Benson, Torres & Friedman, LLP, represent the Official
Committee of Unsecured Creditors.  Kasowitz, Benson, Torres &
Friedman LLP is counsel to the Unofficial Committee of the Bayou
Onshore Funds.  Sonnenschein Nath & Rosenthal LLP represents
certain investors.  When the Debtors filed for protection from
their creditors, they reported estimated assets and debts of more
than $100 million.

Bayou has filed lawsuits against former investors who allegedly
received fictitious profits and an inequitably large return of
their principal investments.  Jeff J. Marwil, Esq., at Jenner &
Block, was appointed on April 28, 2006, as the federal equity
receiver.  The receiver commenced adversary proceedings to recover
certain fraudulent transfers made by Bayou Group to investors.

The Bayou fraud resulted in three guilty pleas. Daniel Marino, the
head of finance, was sentence to a 20-year prison term despite his
cooperation with prosecutors. James Marquez, a Bayou co-founder,
was sentenced to four years and three months in prison and told to
pay $6.2 million in restitution. Another founder, Samuel Israel
III, was sentenced to 20 years following his guilty plea in
September 2005.


BENNY PAUL: Voluntary Chapter 11 Case Summary
---------------------------------------------
Joint Debtors: Benny Paul
               dba Benny Paul Ltd.
               Blessy Paul
               aka Blessy Jacob
               aka Blessy Benny
               3728 Frank Derek Avenue
               Las Vegas, NV 89139

Bankruptcy Case No.: 10-21591

Chapter 11 Petition Date: June 22, 2010

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

Judge: Mike K. Nakagawa

Debtor's Counsel: Ryan Alexander, Esq.
                  Law Offices of Ryan Alexander
                  520 S. 4th St., Ste. 340
                  Las Vegas, NV 89101
                  Tel: (702) 868-3311
                  Fax: (702) 868-3312
                  E-mail: ryan@ryanalexander.us

Estimated Assets: $0 to $50,000

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 Benny Paul and Blessy Paul.


BERTHEL GROWTH: Iowa Court Approves USSBA as Receiver for Unit
--------------------------------------------------------------
The United States Small Business Administration has been appointed
the receiver for Berthel Growth & Income Trust I's wholly owned
subsidiary, Berthel SBIC LLC, pursuant to that certain order
entered on January 7, 2009, by the United States Court for the
Northern District of Iowa.

Berthel SBIC, LLC, is the legal owner of 261,203 shares of issued
and outstanding Series A Preferred Stock of EDmin.com, Inc., a
Delaware corporation with its principal office located at 5471
Kearny Villa Road, Suite 310, San Diego, CA 92123.  The Securities
represented all of the investment of Berthel SBIC, LLC in
EDmin.com.

On June 17, 2010, the Receiver and EDmin.com entered into a
written Securities Purchase Agreement.  Pursuant to the Agreement,
Berthel SBIC, LLC, transferred all of its right, title and
interest in the Securities to EDmin.com.  EDmin.com paid cash in
the amount of $132,500 as the sole consideration for the transfer
of the Securities.  The closing on the transfer of the Securities
pursuant to the Agreement occurred on June 17, 2010.  There are no
material relationships, other than in respect of the Agreement,
between EDmin.com and Berthel SBIC, LLC, or the registrant or any
of their affiliates, directors, officers or any associate of any
such director or officer.


BILL SAKES: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Bill A. Sakes
        3130 Mariquita Street
        Long Beach, CA 90803

Bankruptcy Case No.: 10-35659

Chapter 11 Petition Date: June 23, 2010

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

Judge: Victoria S. Kaufman

Debtor's Counsel: Bert Y. Kawahara, Esq.
                  1055 Wilshire Boulevard #1890
                  Los Angeles, CA 90017
                  Tel: (213) 250-1989
                  Fax: (213) 250-1894
                  E-mail: bertkawahara@hotmail.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
$1,151,500 while debts total $2,120,314.

A copy of the Debtor's list of 20 largest unsecured
creditors filed together with the petition is available for
free at http://bankrupt.com/misc/cacb10-35659.pdf

The petition was signed by the Debtor.


BLUE HERON: Court Extends Plan Filing Period Until July 31
----------------------------------------------------------
The Hon. Randall L. Dunn of the U.S. Bankruptcy Court for the
District of Oregon extended, at the behest of Blue Heron Paper
Company, the exclusive periods for the filing and confirmation of
a plan of reorganization July 31, 2010 and October 29,
respectively.

The Debtor's exclusive opportunity to file a plan of
reorganization was set to expire on April 30, 2010.

"This is a complex case involving constituencies with varying
interests, including the Debtor's customers, union and nonunion
employees, multiple secured creditors with overlapping collateral,
trade creditors, and an ESOP ownership structure.  This case has
only been pending for a short time and the Debtor requires more
time to demonstrate the sustainability of its post-petition
operations, develop its plan of reorganization, and engage in what
are expected to be substantial and complex negotiations with the
various parties in interest regarding the plan," the Debtor said.

Oregon City, Oregon-based Blue Heron Paper Company filed for
Chapter 11 bankruptcy protection on December 31, 2009 (Bankr. D.
Ore. Case No. 09-40921).  The Company listed $10,000,001 to
$50,000,000 in assets and $10,000,001 to $50,000,000 in
liabilities.


BOOZ ALLEN: Moody's Says IPO A Positive Credit Dev't for Rating
---------------------------------------------------------------
Moody's Investors Service said Booz Allen Hamilton, Inc.'s
June 21, 2010 announcement of a prospective initial public stock
offer is a positive credit development for the B1 corporate family
rating.  The company indicates that the $300 million of expected
proceeds would prepay some of the $550 million 13% mezzanine term
loan (rated B3).  The potential debt reduction would reverse
weaker credit metrics that followed the $650 million dividend re-
capitalization of December 2009, when about $250 million of debt
was incrementally added.

Moody's last rating action on Booz Allen occurred December 3,
2009, when the B1 corporate family rating was affirmed.

Booz Allen Hamilton Inc. is a leading provider of management
consulting, engineering, information technology, and systems
development and integration services supporting mission-critical
programs for the U.S. government.  The company is majority owned
by The Carlyle Group.  Headquartered in McLean, Virginia, Booz
Allen generated revenues of approximately $5.1 billion in the
fiscal year ended March 31, 2010.


BROWN PUBLISHING: Says Unsecureds Seeking to Derail Sale
--------------------------------------------------------
Rachel Feintzeig, writing for Dow Jones Daily Bankruptcy Review,
reports that Brown Publishing Co. remains locked in a battle with
the official committee representing unsecured creditors in the
case as it attempts to gain approval of the rules it wants to
govern an upcoming auction.  According to Ms. Feintzeig, Brown
says unsecured creditors are trying to derail the company's sale
process in an attempt to squeeze a recovery that's just not
possible.

As reported by the Troubled Company Reporter on May 26, 2010,
Brown sought approval from the Bankruptcy Court to conduct an
auction where Brown Media Corporation, a company formed by
insiders, will be the stalking horse bidder.  According to
Bloomberg News, Brown will hold an auction on June 28 to learn
whether the bid from insiders is the best offer for the business.
Other bids are due June 25.  The hearing for approval of the sale
will take place June 29.

The Debtors have entered into an Asset Purchase Agreement dated
May 4, 2010, with Brown Media, which provides for the sale of the
assets, subject to any higher and better offers that might be
submitted for the sale of the assets to the party or parties that
submit the highest and best bid.  Under the APA, Brown Media will
purchase the assets at $15,300,000.

The buying group includes Roy Brown, the president and CEO.

Dolan Media Co., publisher of the Long Island Business News, filed
papers saying it's another potential bidder, Bloomberg said.

In the event that a better offer is made to the Debtors' assets
and Brown Media isn't chosen as the purchaser, the Debtors will
pay Brown Media a break-up fee of $800,000.

The parties have agreed to have a closing date of not later than
July 31, 2010.

In an objection filed earlier this month, the creditors committee
said the proposed sale to insiders deserves "heightened scrutiny."
The committee argued that "[t]he only beneficiaries of the
proposed sale are the insiders of the debtors, if they are the
successful purchasers, and the senior lenders of the debtors, who
will receive all of the net proceeds, possibly leaving the estates
administratively insolvent, and nothing for general unsecured
creditors."  The committee wants the Court to ease the proposed
sale timeline so the company could have a fuller opportunity to
market its assets.

According to Dow Jones, Brown last week accused the committee of
wrongfully attempting to block the sale as part of a losing battle
to see more funds in the case.  Brown argued, "In a blatant effort
to hold the sale process hostage to gain leverage to try to obtain
a recovery for unsecured creditors who are far out of the money,
the committee asserts a host of concerns about the proposed sale
process, none of which are supported by any evidence whatsoever."

Dow Jones notes Brown said the sale will only result in enough
money to pay first-lien lenders, explaining that that group is
"deeply undersecured."  Brown warned that more time would put not
just the sale process but the entire company at risk.

Dow Jones says a hearing on the company's sale plans, which
commenced Tuesday, was to continue Thursday.

                      About Brown Publishing

Headquartered in Cincinnati, Ohio, The Brown Publishing Company
owns business publications in Ohio, Utah, Texas, South Carolina,
New York, and Iowa.  Brown publishes 15 daily, 32 weekly, 11
business and 41 free publications.  There are also 51 websites.
Seventy-eight of the publications are in Ohio. Brown publishes
Dan's Papers, the weekly newspaper with the largest circulation in
the area of eastern Long Island, New York, known as the Hamptons.
Brown also publishes the Montauk Pioneer, which it calls the
official newspaper of Montauk, New York.

The Company filed for Chapter 11 bankruptcy protection on
April 30, 2010 (Bankr. E.D.N.Y. Case No. 10-73295).  Edward M.
Fox, Esq., at K&L Gates LLP, assists the Company in its
restructuring effort.  The Company estimated its assets and debts
at $10,000,001 to $50,000,000.


BURLINGTON COAT: Bank Debt Trades at 7% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Burlington Coat
Factory Warehouse Corp. is a borrower traded in the secondary
market at 93.36 cents-on-the-dollar during the week ended Friday,
June 25, 2010, according to data compiled by Loan Pricing Corp.
and reported in The Wall Street Journal.  This represents an
increase of 1.59 percentage points from the previous week, The
Journal relates.  The Company pays 225 basis points above LIBOR to
borrow under the facility.  The bank loan matures on May 28, 2013,
and carries Moody's B3 rating and Standard & Poor's B- rating.
The debt is one of the biggest gainers and losers among 184 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

The Troubled Company Reporter said on Jan. 29, 2010, Moody's
affirmed Burlington Coat Factory Warehouse Corp.'s ratings
including its B3 Corporate Family Rating and its SGL-3 Speculative
Grade Liquidity rating.  The rating outlook is stable.  The
affirmation of Burlington Coat's rating and outlook is in response
to the company's announcement that it completed an amendment to
its asset based revolving credit facility that extends the
expiration date of $600 million of the total facility to February
2014 from May 2011.

Burlington Coat Factory Warehouse Corp. operates stores in 44
states and Puerto Rico, which sell apparel, shoes and accessories
for men, women and children.  A majority of the stores offer a
home furnishing and linens department and a juvenile furniture
department.  As of Sept. 4, 2009, the Company operates 433 stores
under the names "Burlington Coat Factory Warehouse" (415 stores),
"MJM Designer Shoes" (15 stores), "Cohoes Fashions" (two stores),
and "Super Baby Depot" (one store) in 44 states and Puerto Rico.


CANWEST GLOBAL: Canada Court Okays LP Monitor's Fees
----------------------------------------------------
Canwest (Canada) Inc., Canwest Limited Partnership/Canwest
Societe en Commandite and certain of their subsidiaries -- the LP
Entities -- sought and obtained an order from the Ontario
Superior Court of Justice approving the proposed fees and
reimbursement of expenses of FTI Consulting Canada Inc. and
Stikeman Elliott LLP.

FTI has proposed payment of C$1,075,435 for its fees, C$146,609
for expenses, and C$61,102 for goods and services tax for the
period March 22 to May 31, 2010.

Meanwhile, Stikeman has requested payment of C$938,671 for its
fees, C$6,950 for its expenses and C$47,281 for goods and
services tax for the period March 20 to May 29, 2010.

FTI is the firm appointed by the Canadian Court to monitor the
LP Entities' assets while Stikeman serves as the firm's legal
counsel.

                      About Canwest Global

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

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

Monitor in the CCAA proceedings, sought protection in the United
States Bankruptcy Court under Chapter 15 of the United States
Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 09-15994) for
certain of the entities involved in Canwest's television business
that filed for protection under the CCAA, including Canwest,
Canwest Media Inc. and Canwest Global Broadcasting
Inc./Radiodiffusion Canwest Global Inc.  Judge Stuart M. Bernstein
presides over the Chapter 15 cases.  Evan D. Flaschen, Esq., at
Bracewell & Giuliani LLP, in Hartford, Connecticut, serves as
Chapter 15 Petitioner's counsel.  The Chapter 15 Debtors disclosed
estimated assets of $500 million to $1 billion and estimated debts
of $50 million to $100 million.  In a regulatory filing with the
U.S. Securities and Exchange Commission, Canwest Media disclosed
C$4,847,020,000 in total assets and C$5,826,522,000 in total
liabilities at May 31, 2009.  Bankruptcy Creditors' Service, Inc.,
publishes Canwest Bankruptcy News.  The newsletter tracks the CCAA
proceedings and Chapter 15 proceedings undertaken by Canwest
Global Communications Corp. and its affiliates
(http://bankrupt.com/newsstand/or 215/945-7000).


CANWEST GLOBAL: Monitor Backs Canwest-Robertson Settlement
----------------------------------------------------------
FTI Consulting Canada Inc. expressed support for the approval of
a settlement agreement between Canwest Publishing Inc. and
Heather Robertson.

"The monitor was and remains of the view that a commercially
reasonable and mutually satisfactory resolution of [Ms.
Robertson's] claim is in the best interests of the LP Entities,"
FTI said in a report filed with the Ontario Superior Court of
Justice.

CPI, one of the LP Entities, reached the agreement with Ms.
Robertson to settle her class action lawsuit concerning
electronic rights of freelance writers.

Under the terms of the proposed settlement, the value of the
claims advanced by Ms. Robertson against CPI in the insolvency
claims process is set for voting and distribution purposes at
C$7.5 million.  In return, Ms. Robertson will vote in favor of a
plan of arrangement in CPI's insolvency proceeding.  Members of
the class will also grant a license and release with respect to
their freelance works to CPI.

                      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).


CAPTAIN VAN DYKE: Case Summary & 15 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Captain Van Dyke Trust
          dba Van Dyke Commons
          aka Van Dyke Shopping Center
        10901 Corporate Circle North, Suite A
        Saint Petersburg, FL 33706

Bankruptcy Case No.: 10-14973

Chapter 11 Petition Date: June 23, 2010

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

Judge: K. Rodney May

Debtor's Counsel: Russell M. Blain, Esq.
                  Stichter, Riedel, Blain & Prosser
                  110 East Madison Street, Suite 200
                  Tampa, FL 33602
                  Tel: (813) 229-0144
                  Fax: (813) 229-1811
                  E-mail: rblain.ecf@srbp.com

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

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

The petition was signed by Clark D. East, trustee.

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Treasure Chest, LLC                   10-14976            06/23/20

Debtor's List of 15 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Hanover Insurance Group            Trade debt              $31,491
Box 4031 Mellon Fin. Services
1350 Santilli Highway
AIM #026-0017
Everett, MA 02149

Aegis Protective Services, Inc.    Trade debt               $4,337
1261 S. Missouri Avenue
Clearwater, FL 33756

P.R.L.M., Inc.                     Management fees          $3,423
Pappas Retail Lease & Mgmt.
P.O. Box 48547
Saint Petersburg, FL 33743

Waste Services of Florida, Inc.    Trade debt               $3,335

Hillsborough County Water Dept.    Utility services         $2,644

Tampa Electric Co.                 Utility services         $2,481

Natural Designs Landscape Mgmt.    Trade debt               $2,400

Meryman Environmental              Trade debt               $1,828

American Facility Services         Trade debt               $1,694

ADT Security Services, Inc.        Trade debt                 $703

Mike's Window Cleaning             Trade debt                 $475

Verizon Florida, LLC               Utility services           $283

Orkin Pest Control                 Trade debt                 $161

Tropical Music Service, Inc.       Trade debt                  $92

United Electric Motor              Trade debt                  $85


CAR WASH HOLDINGS: Trustee Has $750,000 Offer for One Car Wash
--------------------------------------------------------------
Subject to higher and better offers, the Chapter 7 Trustee
liquidating Car Wash Holdings Corporation, LLC, will ask the
Honorable Bruce M. McCullough to approve the sale of the Hopewell
Car Wash located at 2044 Brodhead Road in Aliquippa, Pa., to
Hurricane Wash and James Cordes for $750,000, at a hearing
scheduled for 1:30 p.m. on Tues., July 6, 2010, in Pittsburgh.

Additional information concerning the sale may be obtained by
contacting the Trustee's attorney:

         Eric Elia Bononi, Esq.
         20 North Pennsylvania Avenue, Suite 201
         Greensburg, PA 15601
         Telephone: 724-832-2499

Car Wash Holding Corporation, LLC, filed a Chapter 11 petition
(Bankr. W.D. Pa. Case No. 09-24320) on June 9, 2009, and the case
was subsequently converted to a Chapter 7 liquidation proceeding.
At the time of the filing, the Debtor estimated its assets and
debts at less than $10 million.  The Debtor owns a second car wash
facility located at 698 State Ave., in Beaver, Pa.  The Debtor's
bankruptcy case is related to In re Robin Associates, LLC (Bankr.
W.D. Pa. Case No. 09-21717) filed on Mar. 12, 2009.


CAROL KARLOVICH: Case Summary & 9 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Carol Karlovich
        2052 Via Casa Alta
        La Jolla, CA 92037

Bankruptcy Case No.: 10-10860

Chapter 11 Petition Date: June 22, 2010

Court: U.S. Bankruptcy Court
       Southern District of California (San Diego)

Debtor's Counsel: John L. Smaha, Esq.
                  Smaha Law Group, APC
                  7860 Mission Center Court, Suite 100
                  San Diego, CA 92108
                  Tel: (619) 688-1557
                  Fax: (619) 688-1558
                  E-mail: jsmaha@smaha.com

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

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

According to the schedules, the Debtor says that assets total
$13,043,217 while debts total $16,508,283.

The petition was signed by the Debtor.

Debtor's List of 9 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Mission Federal Credit Union       Residence            $3,775,000
5785 Oberlin Drive
San Diego, CA 92191-9023

San Diego County Credit Union      Commercial           $2,650,000
670 S. Mira Mesa Boulevard
San Diego, CA 92121

Mission Federal Credit Union       Commercial           $2,600,000
5785 Oberlin Drive                 Property
San Diego, CA 92191-9023

First Bank of Beverly Hills        Commercial           $1,424,000
23901 Calabasas Road, #1050         Property
Calabasas, CA 91302

Mission Federal Credit Union       Residence              $990,000
5785 Oberlin Drive
San Diego, CA 92191-9023

Mission Federal Credit Union       Commercial             $435,000
5785 Oberlin Drive                 Property
San Diego, CA 92191-9023

Citi Cards                         Mastercard              $32,923

American Express                   Credit Card             $25,999

Card Member Services               Credit Card             $25,361


CATHOLIC CHURCH: State Court Abuses Cases Extended Until July 30
----------------------------------------------------------------
Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware amended for the second time his order
appointing Judge Kevin Gross as mediator in the bankruptcy case of
the Catholic Diocese of Wilmington, Inc.

Judge Sontchi ruled that his order extending the automatic stay to
the Parishes is modified to provide that the abuse cases in the
state courts, in which the Parishes are co-defendants, are stayed
in their entirety through and including July 30, 2010, provided
that (i) the Diocese reserves its rights to seek further
extensions of the automatic stay with respect to any and all
Parish Co-Defendant Cases, and (ii) the stay will not apply to any
scheduling conference before President Judge Vaughn of the
Superior Court of the State of Delaware nor any resulting order
regarding the establishment of a trial date, with trials to
commence no sooner than October 1, 2010, in the cases against
Father Francis DeLuca.

                 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).


CATHOLIC CHURCH: Wilmington Removal Period Extended to July 30
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended to
July 30, 2010, the period within which the Catholic Diocese of
Wilmington, Inc., may remove various civil actions pending as of
the Petition Date.

                 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).


CATHOLIC CHURCH: Committee Wants Wilmington Held in Contempt
------------------------------------------------------------
The Official Committee of Unsecured Creditors in the bankruptcy
case of the Catholic Diocese of Wilmington, Inc., asks the U.S.
Bankruptcy Court for the District of Delaware to issue an order:

  (a) holding the Diocese, Bishop W. Francis Malooly, Young
      Conaway Stargatt & Taylor, LLP, Anthony Flynn and William
      E. Gamgort in civil contempt for violating the automatic
      stay imposed by Section 362 of the Bankruptcy Code, and
      for violating the second amended Mediation Order;

  (b) sanctioning the non-Debtor Contempt Parties for civil
      contempt by ordering them jointly and severally to pay the
      attorney fees and expenses incurred by the Creditors
      Committee as a result of the Contempt Parties' conduct;
      and

  (c) enforcing the automatic stay and the Mediation Order by
      compelling the Contempt Parties to withdraw the request
      for leave to file brief of the amicus curiae that the
      Contempt Parties filed in the Supreme Court of the state
      of Delaware on June 2, 2010, or, in the alternative, if
      the Amicus Curiae Motion is granted, then the Creditors
      Committee asks for an order either preventing the Contempt
      Parties from filing the underlying amicus curiae brief or
      ordering the Contempt Parties to withdraw the underlying
      amicus curiae brief, as applicable.

The Creditors Committee also reserves the right to seek further
remedies, including jail time, if the Contempt Parties violate any
order granting the request.  The Creditors Committee also asks
Judge Sontchi to hear the request on an emergency basis.

Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, contends that in a clear violation of the
automatic stay and the stay imposed by the Mediation Order, the
Contempt Parties have attempted an end run around the Bankruptcy
Court in order to litigate elsewhere one of the core issues in the
bankruptcy case -- whether the 148 claims pending against the
Diocese for sex abuse are time-barred.

Before taking this action, Ms. Jones asserts, the Contempt Parties
completely disregarded their obligation to first obtain permission
from the Bankruptcy Court.  "This failure to ask permission before
acting constitutes a separate, per se violation of the Mediation
Order," she insists.

The Diocese and the other Contempt Parties have threatened to
interfere with the administration of the bankruptcy case by
seeking a ruling from the Delaware Supreme Court that will enable
them to later argue that the 148 sex abuse claims, pending in the
bankruptcy case, are time-barred because the statute, which
revived the statute of limitations with respect to these claims,
is unconstitutional.

"In addition to blatantly violating the automatic stay and the
Mediation Order, the attorneys among the Contempt Parties violated
their duty of candor to the Delaware Supreme Court," Ms. Jones
asserts.  "While they noted the existence of this bankruptcy case,
they failed to tell the Delaware Supreme Court of the black letter
law in this Circuit that the automatic stay imposed by the
commencement of this bankruptcy case applies equally to debtors
and creditors.  They also failed to disclose the existence of the
stay imposed by the Mediation Order," she continues.

Ms. Jones argues that it is imperative that the request be heard
and an order be entered immediately to prevent the Diocese from
effecting this end run around the Bankruptcy Court's authority.

Jacobs & Crumplar, P.A., and The Neuberger Firm, P.A., join in the
Creditors Committee's request.  The two firms represent many
unsecured creditors asserting personal injury claims against the
Diocese.

James E. Sheehan, a plaintiff, appellant and cross-appellee in the
case titled Sheehan v. Oblates of St. Francis de Sales, et al.,
has filed a separate request seeking the same relief requested by
the Creditors Committee.  Mr. Sheehan argues that the Contempt
Parties violate the Court's November 12, 2009 Order approving and
authorizing the settlement of his claims against the Diocese.

Mr. Sheehan's case is presently pending before the Supreme Court
of the State of Delaware.  He has entered into a confidential
settlement with the Diocese, which is one of the defendants in his
action.

                        Diocese Objects

The Diocese asserts that not only does the Creditors Committee
misread the case upon which it relies, it also fails to bring to
the Bankruptcy Court's attention subsequent controlling authority
that undermines its entire argument about the automatic stay's
applicability.

James L. Patton, Jr., Esq., at Young Conaway Stargatt & Taylor,
LLP, in Wilmington, Delaware, contends that the Creditors
Committee's argument that the Amicus Curiae Motion violated the
Mediation Order is based on an untenable reading of the Mediation
Order, and a disregard for the Third Circuit's principles used in
guiding a contempt inquiry.

Perhaps most telling of the Creditors Committee counsel's true
view of the merits of the Contempt Motion is that it is not signed
by an attorney admitted to practice in Delaware as required by the
Local Bankruptcy Rules, nor even an attorney who has been admitted
pro hac vice in the Bankruptcy Court, Mr. Patton alleges.  Given
the complete lack of merit in the Creditors Committee's legal
arguments, the only conclusion that can be drawn is that the
Contempt Motion was brought to harass and intimidate the Diocese
on the eve of the Court-ordered mediation, he insists.

Hence, Mr. Patton argues, the Contempt Motion was brought for
unreasonable and vexatious purposes and the Creditors Committee's
counsel should be held liable for all costs, expenses and
attorney's fees incurred in responding to the motion pursuant to
Section 1927 of the Judicial and Judiciary Procedures Code.

Mr. Patton further contends that the Sheehan Contempt Motion is a
"frivolous motion, and follows closely on the heels of a similar,
frivolous motion" filed by the Creditors Committee.  He argues
that the Sheehan Contempt Motion suffers from the same infirmities
as the Committee Contempt Motion.  He adds, among other things,
that the Amicus Curiae Motion did not violate the Sheehan
Settlement Order or the Sheehan Settlement itself.

                Creditors Committee Talks Back

"The automatic stay does not turn on whether the Debtor happens to
be a party to an action or not.  It turns on whether the Debtor is
defending against claims that are made against the estate or is
seeking affirmative relief," Ms. Jones tells Judge Sontchi.

In this case, Ms. Jones alleges, the Amicus Curiae Motion is
nothing more or less than an objection to the 148 claims that are
pending against the Diocese.  Therefore, she insists, the
automatic stay applies.

Contrary to the Diocese's argument, one of the cases upon which
the Creditors Committee relies for request, Maritime Electric Co.,
Inc. v. United Jersey Bank, 959 F2.d 1194 (3rd Cir. 1991), does
not change the rule that the automatic stay applies to both the
debtor and the creditor with respect to a claim against the
debtor, Ms. Jones argues.  Instead, she says, Maritime presents a
corollary, which is that when a debtor is seeking affirmative
relief against a third party -- as opposed to defending against a
claim -- the stay does not apply, because seeking to bring assets
into the estate does not impinge on the orderly administration of
the bankruptcy case to the same degree as a claim against the
estate.

With respect to the Mediation Order, the Diocese's arguments veer
between accusing the Bankruptcy Court of poor draftsmanship and
betraying a striking blindness to the point of disingenuousness to
the intent of the Mediation Order, Ms. Jones accuses.  She points
out that, among other things, "is" means "is" and that when the
Bankruptcy Court stated that the bankruptcy case "is" stayed, it
meant exactly that.

The Creditors Committee, hence, asks Judge Sontchi to grant its
Motion for Contempt in its entirety, and disregard the Diocese's
objection and request for costs and fees.

                 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).


CATHOLIC CHURCH: Wilmington Can't File Amicus Brief
---------------------------------------------------
Bankruptcy Law360 reports that the Delaware Supreme Court on
Thursday denied a bid by Catholic Diocese of Wilmington Inc. to
lend its voice to a lawsuit by a man who claims he was sexually
abused by a priest.  The court denied the diocese's proposed order
for leave to file a brief alleging James E. Sheehan's claims and
147 similar ones were time-barred, according to Law360.

                   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).


CEDAR GROVE: Case Summary & 21 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Cedar Grove Classic Holdings LLC
        3 Jackson Avenue
        Spring Valley, NY 10977

Bankruptcy Case No.: 10-23280

Chapter 11 Petition Date: June 23, 2010

Court: United States Bankruptcy Court
       Southern District of New York (White Plains)

Judge: Robert D. Drain

Debtor's Counsel: Julian Alan Schulman, Esq.
                  Schulman, Kissel & Keene, P.C.
                  One Executive Boulevard
                  Suite 202
                  Suffern, NY 10901
                  Tel: (845) 368-0104
                  Fax: (845) 368-0168
                  E-mail: jschulman@suffernlaw.com

Scheduled Assets: $1,264,600

Scheduled Debts: $8,127,887

A list of the Company's 21 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nysb10-23280.pdf

The petition was signed by Tovia Mermelstein, manager.


CINCINNATI BELL: Files 2009 Annual Reports for Savings Plans
------------------------------------------------------------
Cincinnati Bell Inc. filed with the Securities and Exchange
Commission annual reports on Form 11-K for the fiscal year ended
December 30, 2009, for:

     -- Cincinnati Bell Inc. Savings and Security Plan

        As of December 30, 2009, Net assets available for benefits
        were $59,522.

        See http://ResearchArchives.com/t/s?6557

     -- Cincinnati Bell Retirement Savings Plan

        As of December 30, 2009, Net assets available for benefits
        were $142,561.

        See http://ResearchArchives.com/t/s?6558

                      About Cincinnati Bell

Cincinnati Bell Inc., with headquarters in Cincinnati, Ohio,
provides telecommunications products and services to residential
and business customers in Ohio, Kentucky and Indiana.

At March 31, 2010, the Company had total assets of $2.589 billion
against total liabilities of $3.224 billion, resulting in
shareowners' deficit of $634.6 million.  The March 31, 2010
balance sheet showed strained liquidity: The Company had total
current assets of $848.7 million against total current liabilities
of $852.0 million.

                           *     *     *

As reported by the Troubled Company Reporter on June 21, 2010,
Fitch Ratings downgraded Cincinnati Bell's Issuer Default Rating
to 'B' from 'B+'.  Cincinnati Bell Telephone's IDR was downgraded
to 'B' from 'B+'.

According to the TCR on May 26, 2010, Standard & Poor's Ratings
Services assigned its issue-level and recovery ratings to
Cincinnati Bell's proposed $970 million proposed senior secured
credit facilities, consisting of a $760 million term loan B due
2017 and a $210 million revolving credit facility due 2014.  S&P
rated the facilities 'BB' (two notches higher than S&P's 'B+'
corporate credit rating on the company) with a recovery rating of
'1', indicating S&P's expectations of very high (90% to 100%)
recovery for lenders in the event of a payment default.


CIRCUIT CITY: Agrees to Work With Creditors for Mediation
---------------------------------------------------------
American Bankruptcy Institute reports that advisers for Circuit
City Stores Inc. and its unsecured creditors' committee will work
over the coming month to resolve a dispute over the Company's
liquidation plan.

                        About Circuit City

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

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

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

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

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

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


CIT GROUP: Prepays $1.25 Billion in Debt After Asset Sales
----------------------------------------------------------
American Bankruptcy Institute reports that CIT Group Inc. prepaid
$1.25 billion of debt after securitizing receivables and selling
assets, relieving part of the debt burden that has weighed on the
company since its exit from bankruptcy.

                         About CIT Group

CIT Group Inc. (NYSE: CIT) -- http://www.cit.com/-- is a bank
holding company with more than $60 billion in finance and leasing
assets that provides financial products and advisory services to
small and middle market businesses.  Operating in more than 50
countries across 30 industries, CIT provides an unparalleled
combination of relationship, intellectual and financial capital to
its customers worldwide.  CIT maintains leadership positions in
small business and middle market lending, retail finance,
aerospace, equipment and rail leasing, and vendor finance.
Founded in 1908 and headquartered in New York City, CIT is a
member of the Fortune 500.

CIT Group Inc. and affiliate CIT Group Funding Company of Delaware
LLC announced a Chapter 11 filing on November 1, 2009 (Bankr.
S.D.N.Y. Case No. 09-16565).  Evercore Partners, Morgan Stanley
and FTI Consulting are the Company's financial advisors and
Skadden, Arps, Slate, Meagher & Flom LLP is legal counsel in
connection with the restructuring plan.  Sullivan & Cromwell is
legal advisor to CIT's Board of Directors.

CIT Group on November 1 announced that, with the overwhelming
support of its debtholders, the Board of Directors voted to
proceed with the prepackaged plan of reorganization for CIT Group
Inc. and a subsidiary that will restructure the Company's debt and
streamline its capital structure.  None of CIT's operating
subsidiaries, including CIT Bank, a Utah state bank, were included
in the filings.

On December 8, the Court confirmed the Debtors' prepackaged plan.
On December 11, CIT emerged from bankruptcy.

                           *     *    *

As reported by the Troubled Company Reporter on May 25, 2010, DBRS
has assigned various ratings including an Issuer Rating of B
(high) to CIT Group Inc.  Concurrently, DBRS has assigned a BB
(high) rating to CIT's First Lien Secured Credit Facility, a BB
(low) rating to the second lien Series B Notes, a B (high) rating
to the Series A Notes, a B rating to the Unsecured Long-Term Debt
and a Short-Term rating of R-4.  The trend on all long-term
ratings is Positive.

The TCR also said Moody's Investors Service assigned a B3
corporate family rating to CIT Group Inc.  Concurrently, Moody's
assigned ratings of B1, B3, and Caa1 to CIT's first lien secured
debt facilities, second lien secured notes, and senior unsecured
notes, respectively.  The outlook for the ratings is stable.

The TCR said May 3, 2010, Standard & Poor's Ratings Services
assigned its 'B+/B' counterparty credit rating to CIT.  The
outlook is positive.  At the same time, S&P assigned its 'BB'
rating to the company's first-lien secured credit facility,
indicating its high confidence of full recovery of principal.  S&P
also assigned its 'B+' rating to the company's second-lien secured
notes and 'B' rating to the unsecured debt, reflecting those
issues' lower relative recovery prospects.


CLEAR CHANNEL: Bank Debt Trades at 22% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Clear Channel
Communications, Inc., is a borrower traded in the secondary market
at 77.75 cents-on-the-dollar during the week ended Friday, June
25, 2010, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents an increase
of 1.44 percentage points from the previous week, The Journal
relates.  The Company pays 365 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Jan. 30, 2016, and
carries Moody's Caa1 rating and Standard & Poor's CCC rating.  The
debt is one of the biggest gainers and losers among 184 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

Clear Channel Communications, Inc. -- http://www.clearchannel.com/
-- is a diversified media company with three primary business
segments: radio broadcasting, outdoor advertising and live
entertainment.  Clear Channel Communications is the operating
subsidiary of San Antonio, Texas-based CC Media Holdings, Inc.


CLEARPOINT BUSINESS: Files for Bankruptcy Protection
----------------------------------------------------
ClearPoint Business Resources and ClearPoint Resources filed for
Chapter 11 protection (Bankr. D. Del. Lead Case No. 10-12037).

ClearPoint is represented by Jamie Lynne Edmonson of Bayard.  In
May 2008, ClearPoint was acquired by Alliant Insurance Services.

"Due to a change in business environments, the Debtors entered
into several agreements to transfer their business operations to
several third parties.  In exchange, the Debtors received royalty
agreements, payment obligations and other contract rights..  The
revenue ClearPoint receives from the Contract rights is not
sufficient to meet its obligations," according to court documents
obtained by BankruptcyData.com,.

Based in Chalfont, Pennsylvania, ClearPoint Business Resources,
Inc., is a workplace management solutions provider.  Prior to year
2008, ClearPoint provided various temporary staffing services as
both a direct provider and as a franchisor.  During the year ended
December 31, 2008, ClearPoint transitioned its business model from
a temporary staffing provider through a network of branch-based
offices or franchises to a provider that manages clients'
temporary staffing needs through its open Internet portal-based
iLabor network.  Under the new business model, ClearPoint acts as
a broker for its clients and network of temporary staffing
suppliers using iLabor.


CLEARPOINT BUSINESS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: ClearPoint Business Resources, Inc.
        1600 Manor Drive, Suite 110
        Chalfont, PA 18914

Bankruptcy Case No.: 10-12037

Chapter 11 Petition Date: June 23, 2010

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

Debtor's Counsel: Jamie Lynne Edmonson, Esq.
                  Bayard PA
                  222 Delaware Avenue
                  Wilmington, DE 19801
                  Tel: (302) 429-4234
                  Fax: (302) 658-6395
                  E-mail: jedmonson@bayardlaw.com

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

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

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
ClearPoint Resources, Inc.            10-12038            06/23/10
   Assets: $1,000,001 to $10,000,000
   Debts: $10,000,001 to $50,000,000

A copy of ClearPoint Business' list of 20 largest unsecured
creditors filed together with the petition is available for
free at http://bankrupt.com/misc/deb10-12037.pdf

A copy of ClearPoint Resources' list of 20 largest unsecured
creditors filed together with the petition is available for
free at http://bankrupt.com/misc/deb10-12038.pdf

The petitions were signed by Christine Doelp, president.


COAST CARWASH: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Coast Carwash L.P.
        300 S. Orange Grove Boulevard, Unit 2
        Pasadena, CA 91105

Bankruptcy Case No.: 10-35382

Chapter 11 Petition Date: June 22, 2010

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

Judge: Richard M. Neiter

Debtor's Counsel:  Robert M. Yaspan, Esq.
                   Law Offices of Robert M Yaspan
                   21700 Oxnard Street, Suite 1750
                   Woodland Hills, CA 91367
                   Tel: (818) 905-7711
                   Fax: (818) 501-7711
                   E-mail: court@yaspanlaw.com

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

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

According to the schedules, the Company says that assets total
$4,161,501 while debts total $2,923,294.

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/cacb10-35382.pdf

The petition was signed by James Yang, member.


COMMUNITY HEALTH: Bank Debt Trades at 6% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Community Health
Systems, Inc., is a borrower traded in the secondary market at
93.83 cents-on-the-dollar during the week ended Friday, June 25,
2010, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents an increase
of 0.71 percentage points from the previous week, The Journal
relates.  The Company pays 225 basis points above LIBOR to borrow
under the facility.  The bank loan matures on May 1, 2014, and
carries Moody's Ba3 rating and Standard & Poor's BB rating.  The
debt is one of the biggest gainers and losers among 184 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

Based in Franklin, Tennessee, Community Health Systems, Inc. --
http://www.chs.net/-- is the largest publicly traded operator of
hospitals in the United States in terms of number of facilities
and net operating revenues.  The company provides healthcare
services through these hospitals that it owns and operates in non-
urban and selected urban markets throughout the United States.
The company also owns and operates home health agencies, including
four home health agencies located in markets where it does not
operate a hospital.  Through its wholly owned subsidiary, Quorum
Health Resources, LLC, the company provides management and
consulting services to non-affiliated general acute care hospitals
located throughout the United States.


CONNECTOR 2000: Files for Chapter 9 in Spartanburg
--------------------------------------------------
Connector 2000 Association Inc. filed for Chapter 9 bankruptcy
protection on June 24, 2010, with the U.S. bankruptcy court in
Spartanburg, South Carolina (Bankr. D. S.C. Case No. 10-04467),
with more than $200 million of bonds outstanding.

Jonathan Stempel at Reuters reports that Connector 2000 operates a
South Carolina toll highway.  The nonprofit had been set up in
1996 by the South Carolina Department of Transportation to operate
the 16 mile "Southern Connector" toll road in Greenville County,
and build an extension to South Carolina Highway 153, records
showed.

Revenue, however, fell short of forecasts. Reuters notes that
the Piedmont-based entity, according to its Web site --
http://www.southernconnector.com/-- has in recent weeks collected
roughly 12,000 tolls in an average day, compared with the 21,000
it originally expected.

Reuters, citing court records, says Connector 2000 had a $173.3
million deficit at the end of 2009, and defaulted on some bonds in
January.  Legislation to permit a debt restructuring failed to
pass, the records showed.

"The debtor is insolvent," Connector 2000's lawyers wrote, the
report says.


CONNECTOR 2000: Chapter 9 Case Summary
--------------------------------------
Debtor: Connector 2000 Association, Inc.
        P.O. Box 408
        Piedmont, SC 29673

Bankruptcy Case No.: 10-04467

Type of Business: Connector 2000 Association Inc. is a non-profit
                  association set up by the South Carolina
                  Department of Transportation to finance,
                  construct and operate the 16-mile toll road
                  known as the "Southern Connector" in Greenville
                  County, and to build the South Carolina Highway
                  153 Extension.

Chapter 9 Petition Date: June 24, 2010

Bankruptcy Court:  U.S. Bankruptcy Court
                   District of South Carolina (Spartanburg)

Bankruptcy Judge:  David R. Duncan

Debtor's Counsel:  Stanley H. McGuffin, Esq.
                   1201 Main Street, 24th Floor
                   PO Box 11889
                   Columbia, SC 29211-1889
                   Tel.: (803)540-7836
                   E-mail: smcguffin@hsblawfirm.com

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

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

The petition was signed by Peter Femia, the executive vice
president and general manager of Connector 2000 Association, Inc.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity/Person                 Nature of Claim     Claim Amount
  -------------                 ---------------     ------------
South Carolina Department       Reimbursement of    $8,275,786
Of Transportation               past maintenance
955 Park Street                 costs and interest
P.O. Box 191                    and license fees
Columbia, SC
29202-0191

U.S. Bank National              Indenture Bond      $278,275,786
Association                     Trustee Services
60 Livingston Avenue            and agent for
St. Paul, Minnesota             bondholders
55107

HSBC Bank USA                   Indenture Bond      $90,926,222
National Association            Trustee and agent
10 East 40th Street             for bondholders
14th Floor
New York NY 10016

Transcore                       Services                -

Haynsworth Sinkler Boyd, PA     Professional Fees       -

Blue Cross Blue Shield          Employee Insurance      -
of SC

Peter Femia                     Wages/benefits          -

Wyche, Burgess, Freeman &       Professional Fees       -
Parham, P.A.


Duke Energy                     Utility Services        -

Southern Municipal Advisors,    Professional Fees       -
Inc.

Don Piccoli                     Wages/benefits          -

Travelers CL & Specialty        Insurance               -
Remittance Center

Travis LaFlamme                 Wages/benefits          -

Mauricio Caro                   Wages/benefits          -

Kathy Sessa                     Wages/benefits          -

Brett, Inc.                     Services                -

Lee Currens                     Wages/benefits          -

Laurie Clough                   Wages/benefits          -

Terry Kiefer                    Wages/benefits          -

ACA Financial Guaranty          Insurance               -


CONTECH CONSTRUCTION: Bank Debt Trades at 25% Off
-------------------------------------------------
Participations in a syndicated loan under which CONTECH
Construction Products, Inc., is a borrower traded in the secondary
market at 75.05 cents-on-the-dollar during the week ended Friday,
June 25, 2010, according to data compiled by Loan Pricing Corp.
and reported in The Wall Street Journal.  This represents an
increase of 1.72 percentage points from the previous week, The
Journal relates.  The Company pays 200 basis points above LIBOR to
borrow under the facility.  The bank loan matures on Jan. 31,
2013, and carries Moody's B1 rating and Standard & Poor's B
rating.  The debt is one of the biggest gainers and losers among
184 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

CONTECH Construction Products, Inc. -- http://www.contech-cpi.com/
-- headquartered in West Chester, Ohio, makes, distributes, and
installs civil engineering products related to environmental storm
water, drainage, bridges, walls, and earth stabilization.  CONTECH
sells to builders of commercial, industrial, and public projects,
as well as large-scale residential communities.  Products range
from retaining walls and water-detention vaults to storm water
pipes and bridges in a variety of types for vehicular or
pedestrian use. CONTECH has dealers, distributors, or
manufacturing plants in all 50 U.S. states and a national sales
organization of more than 350 people.  Investment firm Apax
Partners owns CONTECH.

As reported by the Troubled Company Reporter on July 30, 2009,
Moody's affirmed the ratings of Contech Construction Products,
Inc. -- Corporate Family and Probability of Default Ratings at B2.
The outlook has been changed to negative from stable.  The
negative outlook reflects the risk that Contech's ability to
navigate the downturn in construction spending may be hindered by
its highly leveraged capital structure and diminished headroom
under its financial covenants.


CONTINENTAL AIRLINES: Files Proxy Statement on Proposed Merger
--------------------------------------------------------------
UAL Corporation and Continental Airlines, Inc., filed with the
Securities and Exchange Commission a joint proxy statement and
prospectus on Form S-4 Registration Statement under the Securities
Act of 1933 related to its proposed merger.  The companies will
hold shareholder meetings at a yet to be determined date to seek
approval of the merger.

The Troubled Company Reporter has reported about the merger.  Upon
completion of the merger, UAL will be the parent company of both
Continental and United Air Lines, Inc. and UAL's name will be
changed to United Continental Holdings, Inc.  Continental
stockholders will receive 1.05 shares of UAL common stock for each
share of Continental Class B common stock that they own. This
exchange ratio is fixed and will not be adjusted to reflect stock
price changes prior to the closing of the merger.

Based on the closing price of UAL common stock on the NASDAQ
Global Select Market on April 30, 2010, the last trading day
before public announcement of the merger, the exchange ratio
represented approximately $22.68 in value for each share of
Continental common stock.  Based on the closing price of UAL
common stock on the NASDAQ on __________, 2010, the latest
practicable trading day before the date of this joint proxy
statement/prospectus, the exchange ratio represented approximately
$________ in value for each share of Continental common stock.
UAL stockholders will continue to own their existing UAL shares.

UAL and Continental currently expect the closing of the merger to
occur in the fourth quarter of 2010.  The merger is subject to
various regulatory clearances and the satisfaction or waiver of
other conditions, and it is possible that factors outside the
control of UAL and Continental could result in the merger being
completed at an earlier time, a later time or not at all.

The proxy statement also discloses prior merger talks between
the two companies as well as with other airlines.  A full-text
copy of the preliminary prospectus is available at no charge
at http://ResearchArchives.com/t/s?656d

                   About Continental Airlines

Houston, Texas-based Continental Airlines (NYSE: CAL) --
http://www.continental.com/-- is the world's fifth largest
airline.  Continental, together with Continental Express and
Continental Connection, has more than 2,700 daily departures
throughout the Americas, Europe and Asia, serving 132 domestic and
137 international destinations.  Continental is a member of Star
Alliance, which overall offers more than 21,050 daily flights to
1,167 airports in 181 countries through its 27 member airlines.
With more than 40,000 employees, Continental has hubs serving New
York, Houston, Cleveland and Guam, and together with its regional
partners, carries approximately 63 million passengers per year.

At December 31, 2009, Continental had total assets of
$12.781 billion against total current liabilities of
$4.389 billion; long-term debt and capital leases of
$5.291 billion; deferred income taxes of $203 million; accrued
pension liability of $1.248 billion; accrued retiree medical
benefits of $216 million; and other liabilities of $844 million.
At December 31, 2009, the Company had accumulated deficit of
$442 million, accumulated other comprehensive loss of
$1.185 billion and stockholders' equity of $590 million.  The
December 31 balance sheet showed strained liquidity: Continental
had total current assets of $4.373 billion against total current
liabilities of $4.389 billion.

                          *     *     *

As reported by the Troubled Company Reporter on May 5, 2010, Fitch
Ratings has affirmed the Issuer Default Rating for Continental
Airlines, Inc., at 'B-' and the senior unsecured rating at
'CC/RR6' following the announcement of the planned merger between
CAL and UAL Corp.  The Rating Outlook for CAL is Stable.

The TCR on May 5, 2010, also said Standard & Poor's Ratings
Services placed its 'B' corporate credit rating on Continental
Airlines, and S&P's ratings on its secured and unsecured debt, on
CreditWatch with negative implications.  S&P also placed its
ratings on Continental's enhanced equipment trust certificates on
CreditWatch with developing implications.  Although S&P's recovery
ratings on selected Continental unsecured debt are unaffected by
the rating action, S&P will review them as well.

                    About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for Chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors.  Judge Eugene R. Wedoff
confirmed a reorganization plan for United on Jan. 20, 2006.  The
Company emerged from bankruptcy on Feb. 1, 2006.

Reorganized UAL Corp. carries a 'Caa1' probability of default
rating from Moody's, 'B-' long term foreign issuer credit rating
from Standard & Poor's, and 'CCC' long term issuer default rating
from Fitch.


CONTINENTAL AIRLINES: Merger May Win Antitrust Nod, Says Senator
----------------------------------------------------------------
United Air Lines, Inc., and Continental Airlines Inc. need to
merge in order to be profitable in competing with low-cost and
foreign carriers, executives of the two airlines told a U.S.
Senate committee, Reuters reports.

The Senate Commerce, Science and Transportation Committee held a
hearing on the proposed merger between United and Continental on
June 17, 2010, Reuters notes.

"Today, international competitors have emerged and powerful new
entrants have continued to gain ground," Glenn Tilton, chief
executive of UAL Corp. was quoted by Reuters as saying.
Continental Chief Executive Officer Jeffrey Smisek added that the
merger would make the combined airline more financially viable
than either the carrier alone, Reuters relates.

Reuters notes that some senators strongly opposed the merger,
saying it would hurt consumers and reduce competition.

However, Mr. Tilton asserted that major U.S. airlines have been
systematically incapable of turning even a modest profit, Reuters
states.  Mr. Smisek stressed that more than 85% of Continental's
non-stop flights have competition from low-cost airlines, like
Southwest Airlines, which carries more passengers than any other
airline in the U.S., says the report.

                   Merger Likely to be Approved

Senator Kay Bailey Hutchinson said the proposed merger deal
appears likely to be approved by U.S. antitrust regulators,
reports Josh Mitchell of The Wall Street Journal.

"I do think it's going to pass regulatory muster, but I do think
its going to be tough," Ms. Hutchinson was quoted by The Journal
as saying at the June 17 Senate Commerce Committee hearing.

A known opponent of the merger deal, Ms. Hutchinson maintained
that the state could lose jobs as Continental's current
headquarters in Houston, Texas would be combined with United's in
Chicago, Illinois, Mr. Mitchell notes.

Mr. Mitchell also reports that Senate Commerce Committee Chairman
John D. Rockefeller said he would support further consolidation if
it helps the industry.  Mr. Rockefeller pointed out in a statement
that it is increasingly clear that the current structure of the
U.S. airline industry isn't financially sustainable, Mr. Mitchell
relates.

Susan Kurland, the U.S. Department of Transportation's assistant
secretary, testified that she could not directly address the
merger plans, notes Mr. Mitchell.

The hearing is third of the series of congressional hearings with
respect to the merger, Mr. Mitchell notes.  The U.S. House of
Representatives Committees on Transportation and Infrastructure
and on Judiciary recently convened two hearings on the proposed
merger on June 16, 2010.

          CEOS Grilled at House Committee Hearings

At the June 16 hearing, Messrs. Smisek and Tilton testified before
the House Transportation and Infrastructure Committee and
Judiciary Committee that there would be few job losses in the
proposed merger.

John Crawley of Reuters reports that the CEOS received a frosty
reception at the hearings, and faced the sharpest public
questioning yet on the proposed merger deal.

U.S. Representative James Oberstar, chairman of the Transportation
Committee, said at the hearing United and Continental are
repeating a strategic move that many airlines before them have
made that has brought sustained success to none, Mr. Crawley
relates.

But the CEOs stressed that the merger was necessary to compete
effectively with America, Delta, Lufthansa and Air France/KLM, Mr.
Crawley notes.

Mr. Crawley further says the loudest complaints of the proposed
merger came from states or districts that may be negatively
impacted.  Among others, Representative Dennis Kucinich of Ohio,
appearing as witness, said he would investigative Continental's
marketing alliance with United, Mr. Crawley relates.  Mr. Kucinich
also questioned why Continental would tell regulators in 2009 it
did not want to merge with United and then do so a year later.

The CEOs were also grilled by Transportation Committee members
John Garamendi and John Boccieri over safety and outsourcing of
some United maintenance to China, Mr. Crawley notes.

The CEOs maintained that few job losses would provide greater job
stability through financial viability.  Both discussed the
challenges the industry faces and its chronic inability to cover
its costs.  They explained that the merger is one step the two
companies can take toward achieving sustained profitability.

"We must create economic sustainability through the business
cycle, and to that end our objective at United has been consistent
-- to put our company on a path to sustained profitability,"  Mr.
Tilton said, UAL disclosed in a Form 425 filed with the U.S.
Securities and Exchange Commission.  "Our proposed merger is a
logical and essential step toward our objective of sustained
profitability."

Representatives from the International Association of Machinists
and Aerospace Workers, Association of Flight Attendants, and Air
Lines Pilots Association, the pilots' union for both airlines,
also testified.  ALPA representatives said the merger represents
an opportunity for both airlines.

Jay Pierce, head of ALPA at Continental, testified that the merger
deserves support, provided the companies protect wages and jobs of
their workers, John Hughes of Bloomberg News relates.  Capt. Wendy
Morse of ALPA at United, however, warned that the ALPA stands in
opposition to the merger if it is to be used as a tool to continue
the outsourcing of American jobs, Mr. Hughes relates.

The International Association of Machinists and Aerospace Workers'
General Vice President Robert Roach, Jr., also appeared before the
House Committee Hearings and urged the U.S. regulators to take the
merger's impact on employees into consideration, according to a
related public statement dated June 16, 2010.

For his part, Mr. Smisek told the House Committees that he hopes
to reach agreements with all labor groups soon, Mr. Hughes
discloses.  "We are eking out a hand-to-mouth existence as a
stand-alone carrier.  That is not a future I want for my
employees," Mr. Smisek pointed out at the House hearing.

In support of the merger, U.S. Representative Frank LoBiondo said
the merger will strengthen both United and Continental and help
reduce job losses.  "Do we want to see our employees go by the
wayside?" Mr. LoBiondo pointed out at the hearing, disclosed the
UAL Form 425 filing.

William Swelbar, research engineer for the MIT International
Center for Air Transportation, also testified that the proposed
merger would enable United and Continental to better compete both
domestically and globally, the Form 425 said.

                   About Continental Airlines

Houston, Texas-based Continental Airlines (NYSE: CAL) --
http://www.continental.com/-- is the world's fifth largest
airline.  Continental, together with Continental Express and
Continental Connection, has more than 2,700 daily departures
throughout the Americas, Europe and Asia, serving 132 domestic and
137 international destinations.  Continental is a member of Star
Alliance, which overall offers more than 21,050 daily flights to
1,167 airports in 181 countries through its 27 member airlines.
With more than 40,000 employees, Continental has hubs serving New
York, Houston, Cleveland and Guam, and together with its regional
partners, carries approximately 63 million passengers per year.

At December 31, 2009, Continental had total assets of
$12.781 billion against total current liabilities of
$4.389 billion; long-term debt and capital leases of
$5.291 billion; deferred income taxes of $203 million; accrued
pension liability of $1.248 billion; accrued retiree medical
benefits of $216 million; and other liabilities of $844 million.
At December 31, 2009, the Company had accumulated deficit of
$442 million, accumulated other comprehensive loss of
$1.185 billion and stockholders' equity of $590 million.  The
December 31 balance sheet showed strained liquidity: Continental
had total current assets of $4.373 billion against total current
liabilities of $4.389 billion.

                          *     *     *

As reported by the Troubled Company Reporter on May 5, 2010, Fitch
Ratings has affirmed the Issuer Default Rating for Continental
Airlines, Inc., at 'B-' and the senior unsecured rating at
'CC/RR6' following the announcement of the planned merger between
CAL and UAL Corp.  The Rating Outlook for CAL is Stable.

The TCR on May 5, 2010, also said Standard & Poor's Ratings
Services placed its 'B' corporate credit rating on Continental
Airlines, and S&P's ratings on its secured and unsecured debt, on
CreditWatch with negative implications.  S&P also placed its
ratings on Continental's enhanced equipment trust certificates on
CreditWatch with developing implications.  Although S&P's recovery
ratings on selected Continental unsecured debt are unaffected by
the rating action, S&P will review them as well.

                    About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for Chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors.  Judge Eugene R. Wedoff
confirmed a reorganization plan for United on Jan. 20, 2006.  The
Company emerged from bankruptcy on Feb. 1, 2006.

Reorganized UAL Corp. carries a 'Caa1' probability of default
rating from Moody's, 'B-' long term foreign issuer credit rating
from Standard & Poor's, and 'CCC' long term issuer default rating
from Fitch.


CONTINENTAL AIRLINES: Proposed Merger to Be Sent to Shareholders
----------------------------------------------------------------
In a Form 425 filed with the Securities and Exchange Commission on
June 16, 2010, UAL Corp. disclosed that its proposed merger with
Continental Airlines, Inc., will be submitted to the stockholders
of UAL and Continental for their consideration.  UAL will file
with the SEC a registration statement on Form S-4 that will
include a joint proxy statement of Continental and UAL that also
constitutes a prospectus of UAL.  UAL and Continental also plan to
file other documents with the SEC regarding the proposed
transaction.

The Form 425 further notes that United and Continental have
received broad support for their proposed merger, as represented
by letters received from governors, mayors, state and local
leaders; and civic organizations.  A list of the local and civic
leaders that issued statements and letters of support may be
accessed for free at:

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

                   About Continental Airlines

Houston, Texas-based Continental Airlines (NYSE: CAL) --
http://www.continental.com/-- is the world's fifth largest
airline.  Continental, together with Continental Express and
Continental Connection, has more than 2,700 daily departures
throughout the Americas, Europe and Asia, serving 132 domestic and
137 international destinations.  Continental is a member of Star
Alliance, which overall offers more than 21,050 daily flights to
1,167 airports in 181 countries through its 27 member airlines.
With more than 40,000 employees, Continental has hubs serving New
York, Houston, Cleveland and Guam, and together with its regional
partners, carries approximately 63 million passengers per year.

At December 31, 2009, Continental had total assets of
$12.781 billion against total current liabilities of
$4.389 billion; long-term debt and capital leases of
$5.291 billion; deferred income taxes of $203 million; accrued
pension liability of $1.248 billion; accrued retiree medical
benefits of $216 million; and other liabilities of $844 million.
At December 31, 2009, the Company had accumulated deficit of
$442 million, accumulated other comprehensive loss of
$1.185 billion and stockholders' equity of $590 million.  The
December 31 balance sheet showed strained liquidity: Continental
had total current assets of $4.373 billion against total current
liabilities of $4.389 billion.

                          *     *     *

As reported by the Troubled Company Reporter on May 5, 2010, Fitch
Ratings has affirmed the Issuer Default Rating for Continental
Airlines, Inc., at 'B-' and the senior unsecured rating at
'CC/RR6' following the announcement of the planned merger between
CAL and UAL Corp.  The Rating Outlook for CAL is Stable.

The TCR on May 5, 2010, also said Standard & Poor's Ratings
Services placed its 'B' corporate credit rating on Continental
Airlines, and S&P's ratings on its secured and unsecured debt, on
CreditWatch with negative implications.  S&P also placed its
ratings on Continental's enhanced equipment trust certificates on
CreditWatch with developing implications.  Although S&P's recovery
ratings on selected Continental unsecured debt are unaffected by
the rating action, S&P will review them as well.

                    About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for Chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors.  Judge Eugene R. Wedoff
confirmed a reorganization plan for United on Jan. 20, 2006.  The
Company emerged from bankruptcy on Feb. 1, 2006.

Reorganized UAL Corp. carries a 'Caa1' probability of default
rating from Moody's, 'B-' long term foreign issuer credit rating
from Standard & Poor's, and 'CCC' long term issuer default rating
from Fitch.


D & M LAND: Bank Lender Not Surcharged for Failed Sale Costs
------------------------------------------------------------
WestLaw reports that attorney fees that a Chapter 11 debtor
incurred in an unsuccessful attempt to sell property securing a
deed of trust creditor's claim for an amount in excess of the deed
of trust debt did not represent a reasonable and necessary cost of
preserving or disposing of the deed of trust property, and did not
directly benefit the deed of trust creditor.  Thus, it could not
be surcharged against proceeds generated by the debtor's
unsuccessful sales efforts, in the form of earnest money paid by a
prospective purchaser.  To provide a basis for surcharge of a
creditor's collateral, the creditor must receive a benefit which
is direct and quantifiable, rather than merely speculative.  D & M
Land Co., LLC v. Branch Banking & Trust Co., --- B.R. ----, 2010
WL 2301177 (E.D.N.C.) (Boyle, J.).

This decision from the District Court affirms the Honorable
Catharine R. Carruthers' decision, 2010 WL 358525, in the
Bankruptcy Court compelling the debtor's attorneys to disgorge
attorney fees that they had been paid out of funds in which the
secured creditor claimed an interest.

D & M Land Company, LLC, a real estate developer owing one parcel
of land in Raleigh, N.C., sought chapter 11 protection (Bankr.
E.D.N.C. Case No. 07-00054) on Jan. 10, 2007, and its represented
by Gregory B. Crampton, Esq., at Nicholls & Crampton, P.A. in
Raleigh.  The Debtor disclosed $6.5 million in assets and
$5 million in liabilities at the time of the filing.  On Dec. 19,
2007, the Bankruptcy Court confirmed a Chapter 11 plan which
preserved both BB&T's claim to a security interest and D & M's
right to contest BB&T's claim and D & M's right to seek recovery
from BB&T under 11 U.S.C. Sec. 506(c).  The plan provided for a
public auction of the real estate if not sold by Sept. 15, 2008.
BB&T eventually purchased the real estate at auction for
$4.2 million, leaving the bank with a $900,000 deficiency claim.


DEAN FOODS: Bank Debt Trades at 6% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which Dean Foods Company
is a borrower traded in the secondary market at 93.58 cents-on-
the-dollar during the week ended Friday, June 25, 2010, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 1.07 percentage points
from the previous week, The Journal relates.  The Company pays 175
basis points above LIBOR to borrow under the facility.  The bank
loan matures on March 22, 2014, and carries Moody's Ba3 rating and
Standard & Poor's BB rating.  The debt is one of the biggest
gainers and losers among 184 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

As reported by the Troubled Company Reporter on May 20, 2010,
Moody's lowered the speculative grade liquidity rating for Dean
Foods to SGL-3 from SGL-2.  The company's corporate family rating
remains Ba3 with a stable outlook.  The SGL rating downgrade
reflects the very weak first quarter which saw a 61% drop in cash
from continuing operations (from $185 million in 2009 to
$71 million in 2010) and an increase in leverage to 4.43 times (as
defined by credit agreements) as compared with 4.16 times at the
end of the year.  Moody's believes that there may be little or no
cushion under the bank leverage covenant under the existing
facilities by year end 2010 when it steps down from 5.0 times to
4.5 times.

On May 19, The TCR reported that Standard & Poor's revised its
outlook on Dean Foods Company and its wholly owned subsidiary Dean
Holding Co. to negative from stable.  "At the same time, we
affirmed the ratings on the company, including the 'BB-' corporate
credit rating.  Dean Foods had about $4.2 billion of funded debt
outstanding as of March 31, 2010."

"The outlook revision to negative reflects our concerns about the
company's near-term operating performance and the possibility for
the company's leverage covenant to become very tight by fiscal
year end 2010," said Standard & Poor's credit analyst Christopher
Johnson.

Dean Foods Company is the largest processor and distributor of
milk and various other dairy products in the United States, with
dairy operations accounting for around 79% of its net sales in
FY2008.  The company also markets and sells a variety of branded
dairy and dairy-related products including, Silk soymilk and
cultured soy products, Horizon Organic dairy products,
International Delight coffee creamers and LAND O'LAKES creamers
and fluid dairy products.  Headquartered in Dallas, Texas, Dean
Foods had sales in the last twelve months ending March 31, 2009,
of approximately $12.1 billion.


DEMAY INTERNATIONAL: Trade Fixtures Don't Belong to Landlord
------------------------------------------------------------
WestLaw reports that under Texas law, electrical equipment,
including light fixtures, panels, breakers and connections which a
contractor had installed in leased premises at the tenant's
request so that it could carry on its business, qualified as
"trade fixtures," removable by the tenant upon termination of the
lease, notwithstanding an alterations clause in the lease
indicating that any tenant additions or improvements were the
landlord's property.  Trade fixtures such as this electrical
equipment were not "additions or improvements."  Thus, the debtor-
tenant had an interest therein as of the commencement of its
Chapter 11 case, and the equipment was included in the property of
the estate.  In re Demay Intern., LLC, --- B.R. ----, 2010 WL
2302304 (Bankr. S.D. Tex.) (Bohm, J.).

Located in Conroe, Tex., oilfield equipment manufacturer Demay
International, LLC, sought Chapter 11 protection (Bankr. S.D. Tex.
Case No. 09-35759) on Aug. 4, 2009.  Donald L. Wyatt Jr., Esq., at
Wyatt Legal Services, PLLC, in The Woodlands, Tex., represents the
Debtor.  At the time of the filing, the Debtor estimated its
assets at less than $50,000 and its debts at more than
$10 million.  In Feb. 2010, the Debtor sold substantially all of
its assets pursuant to 11 U.S.C. Sec. 363 for $14.6 million in
cash to Drilling Controls Inc., a Houston-based portfolio company
of HitecVision Private Equity AS, a Norwegian investment firm,
with assistance from investment bank GulfStar Group Inc., based in
Houston.


DIAGNOSTIC IMAGING: Moody's Cuts Corporate Family Rating to 'B3'
----------------------------------------------------------------
Moody's Investors Service lowered the ratings of Diagnostic
Imaging Group, LLC, including the corporate family rating to B3
and senior secured term loan to B2.  Concurrently, the probability
of default rating was confirmed at B3.  The ratings outlook is
stable.

The downgrade of the corporate family rating to B3 reflects DIG's
weakened liquidity profile due to the absence of a committed
revolving credit facility.  Given DIG's long payment cycle of
close to 165 days (A/R days on hand for 2009) the absence of
external sources of liquidity is especially concerning.
Additionally, the downgrade to B3 considers the broad economic
impact on Commercial payors (representing 66% of the company's
revenues) and to a lesser extent Medicare reimbursement risk
(representing 10% of the company's revenues).  Further, the B3
rating reflects the risks related to the company's financial
reporting including allowances for doubtful accounts and related
party transactions.

The B3 rating acknowledges that DIG has no near term maturities
and is expected to continue to generate free cash flow.

The stable outlook reflects the consistent projected positive free
cash flow generation on a quarterly basis.  However, should the
free cash flow generation to turn negative, the outlook could be
changed to negative or the ratings downgraded.

These rating actions were taken:

* Corporate family rating, downgraded to B3 from B2;

* Probability of default rating, confirmed at B3;

* $97 million Senior Secured Term Loan, due May 2012, downgraded
  to B2 (LGD3, 40%) from B1 (LGD2, 23%).

The last rating action was on May 26, 2010, when Moody's placed
the company's ratings under review for possible downgrade.

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

Headquartered in Hicksville, New York, Diagnostic Imaging Group is
principally engaged in establishing and operating fixed-site
diagnostic imaging and radiology facilities providing all types of
outpatient radiological services, including x-rays, CT scans,
mammography and MRIs.  The company operates 39 multi-modality
centers in the New York metropolitan area and Florida.  Combined
revenue for the twelve months ended March 31, 2010 was
approximated $189 million.  Evercore Capital Partners owns a
majority stake in DIG.


DOMMER CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Dommer Construction Corporation
        21 Palmer Place
        Lancaster, NY 14086

Bankruptcy Case No.: 10-12764

Chapter 11 Petition Date: June 23, 2010

Court: United States Bankruptcy Court
       Western District of New York (Buffalo)

Judge: Michael J. Kaplan

Debtor's Counsel: Beth Ann Bivona, Esq.
                  Damon Morey LLP
                  The Avant Building
                  200 Delaware Avenue
                  Suite 1200
                  Buffalo, NY 14202-2150
                  Tel: (716) 856-5500
                  Fax: (716) 856-5510
                  E-mail: bbivona@damonmorey.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/nywb10-12764.pdf

The petition was signed by Paul K. Dommer, company's president.


DOVEVIEW LLC: Files Schedules of Assets & Liabilities
-----------------------------------------------------
Doveview, LLC, has filed with the U.S. Bankruptcy Court for the
District of Delaware its schedules of assets and liabilities,
disclosing:

  Name of Schedule                     Assets         Liabilities
  ----------------                     ------         -----------
A. Real Property                   $13,517,415
B. Personal Property                        $0
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                     $7,826,350
E. Creditors Holding
   Unsecured Priority
   Claims                                                 $3,296
F. Creditors Holding
   Unsecured Non-priority
   Claims                                             $1,686,684
                                   -----------       -----------
      TOTAL                        $13,517,415        $9,516,330

Wilmington, Delaware-based Doveview, LLC, filed for Chapter 11
bankruptcy protection on May 5, 2010 (Bankr. D. Del. Case No. 10-
11519).  Steven M. Yoder, Esq., at Potter Anderson & Corroon LLP,
assists the Company in its restructuring effort.  The Company
estimated its assets and debts at $10,000,001 to $50,000,000.


EASTMAN KODAK: Files 2009 Annual Report for Investment Plan
-----------------------------------------------------------
Eastman Kodak Company filed with the Securities and Exchange
Commission an annual report on Form 11-K for its Eastman Kodak
Employees' Savings And Investment Plan for the fiscal year ended
December 30, 2009.  Net Assets Available for Benefits at December
30, 2009, total $6,549,596.

A full-text copy of the Form 11-K is available at no charge at
http://ResearchArchives.com/t/s?6556

                        About Eastman Kodak

Headquartered in Rochester, New York, Eastman Kodak Company
(NYSE:EK) -- http://www.kodak.com/-- provides imaging technology
products and services to the photographic and graphic
communications markets.

As of December 31, 2009, the Company had total assets of
$7.691 billion against total liabilities of $7.724 billion,
resulting in shareholders' deficit of $35 million.

On February 19, 2010, Moody's revised its rating outlook on the
Company from negative to stable, and affirmed its B3 corporate
rating and Caa1 senior unsecured rating.

On February 11, 2010, S&P revised its B- rating outlook on the
Company to stable from negative.  All ratings on the Company,
including the B- Corporate Rating, were affirmed.


EASTMAN KODAK: CEO Wants to Focus More on Selling, Not Suing
------------------------------------------------------------
The Wall Street Journal's Dana Mattioli reports that Eastman Kodak
Co. Chief Executive Antonio Perez said he plans to curtail the
aggressive patent lawsuits that have generated cash for Kodak as
it struggles to reinvent itself with a focus on making printers.

The Journal notes that since becoming CEO in 2005, Mr. Perez, a
former Hewlett-Packard Co. printer executive, has successfully
turned Kodak's patents into a lucrative sideline and key source of
funding to finance its push into digital printing.  But those
printing efforts haven't yet paid off and the slow pace of the
company's turnaround has frustrated analysts.  Meanwhile, Kodak's
once-lucrative film business continues to shrink and its need to
invest in printers continues.

The Journal notes Kodak in the past year settled lawsuits with
Samsung Electronics Co. and LG Electronics Inc. receiving lump
sums of $550 million and $400 million respectively. In January, it
filed lawsuits against Apple Inc. and Research in Motion Ltd.
alleging their smart phones infringe Kodak's digital-imaging
patents.  Analysts say it may be difficult for Kodak to match its
earlier success in the latest patent fights.

According to the Journal, Mr. Perez -- in an interview at the
company's Rochester, N.Y., headquarters -- says he'll wean Kodak
off the patent fights once the commercial and consumer printer
businesses are profitable.  "We'll find more value getting into
business relationships that generate revenue working with some
other partner rather than asking for cash," he says.

The Journal relates Mr. Perez says he didn't want to litigate so
much, but felt he had to during the downturn when he says
companies using Kodak technology ignored his requests to strike
licensing deals. "Going to court is expensive, it creates a lot of
publicity, nobody benefits from it," he says.

Mr. Perez expects intellectual property income to continue
generating revenue for Kodak even as the number of new patent-suit
filings slow. "It will be very valuable," he says.

"We need [cash flow from patents] right now because we're
investing too much for the size of the company in these new
businesses," Mr. Perez says.

"Film will never come back," Mr. Perez said. "Those very, very,
very high gross margins that film had will never come back. I
don't know of any digital businesses that will even have half of
the margin that film had."

Kodak has reported only one full-year profit -- in 2007 -- since
2004.  Last year, Kodak's loss narrowed to $210 million from a
loss of $442 million the prior year.  But sales have continued to
tumble, falling 19% last year to $7.61 billion from $9.42 billion
in 2008.

Mr. Perez says his efforts to transform the 130-year-old company
are making a noticeable difference. "When I came into the company
[it] had a revenue profile that was 85% based on film and a profit
profile that was 130% based on film," he says.  Today, the company
gets 70% of its sales from digital products.

                        About Eastman Kodak

Headquartered in Rochester, New York, Eastman Kodak Company
(NYSE:EK) -- http://www.kodak.com/-- provides imaging technology
products and services to the photographic and graphic
communications markets.

As of December 31, 2009, the Company had total assets of
$7.691 billion against total liabilities of $7.724 billion,
resulting in shareholders' deficit of $35 million.

On February 19, 2010, Moody's revised its rating outlook on the
Company from negative to stable, and affirmed its B3 corporate
rating and Caa1 senior unsecured rating.

On February 11, 2010, S&P revised its B- rating outlook on the
Company to stable from negative.  All ratings on the Company,
including the B- Corporate Rating, were affirmed.


ENERTECH ENVIRONMENTAL: S&P Puts 'BB' Rating on Senior Bonds
------------------------------------------------------------
Standard & Poor's Rating Services said it placed its 'BB' rating
on Enertech Environmental California LLC's $130.125 million in
senior tax-exempt revenue bonds and its $9.005 million senior
taxable revenue bonds on CreditWatch with negative implications.

The CreditWatch stems from the project's tapping of its debt
service reserve to make its June 1, 2010 debt service payment, as
noted in company filings dated June 18, 2010 that it posted on the
Municipal Securities Rulemaking Board's Electronic Municipal
Market Access.  This was due to the fact that ongoing operating
expenses had not allowed the project to prefund debt service
accounts for the past few months.  Unbudgeted costs and a delayed
ramp-up schedule have hurt liquidity at the project.

"S&P will look to resolve the CreditWatch upon gathering and
reviewing further information from management about the project's
current liquidity levels and its ability to cover future debt
service payments," said Standard & Poor's credit analyst Theodore
Dewitt.


ENRON CORP: Sup. Ct. Says Part of Skilling Conviction Was Flawed
----------------------------------------------------------------
The Wall Street Journal reports that the U.S. Supreme Court on
Thursday held that part of the conviction of former Enron Corp.
president and CEO Jeffrey Skilling was flawed, and sent his case
back to lower courts.

The Journal's Jess Bravin relates that Justice Ruth Bader
Ginsburg, who wrote the majority opinion, applying her logic that
only kickbacks and bribery can be punished under the statute,
wrote in Skilling v. U.S. that Mr. Skilling "did not commit
honest-services fraud."  Justice Ginsburg said the same in a
separate case involving Conrad Black, onetime owner of London's
Daily Telegraph and the Chicago Sun-Times, who was convicted of
mail fraud and obstruction of justice.  The court also ruled in
favor of a former Alaska legislator, Bruce Weyhrauch, who was
ensnared in a corruption probe.

The Journal reports that Justice Ginsburg wrote for the court that
prosecutors pushed too far in using a federal law that makes it a
crime to deprive others of one's "honest services," using it as a
catch-all charge against allegedly corrupt behavior instead of
sticking to the more precisely defined offenses of bribery and
kickbacks.  That practice violates the Fifth Amendment guarantee
that "no person shall be . . . deprived of life, liberty or
property, without due process of law," the court found.  Due
process requires that people know clearly where the line is drawn
between criminal and lawful behavior, the court has held.

The Journal notes the decision doesn't mean Mr. Skilling, who was
sentenced to 24 years in prison, or Lord Black, sentenced to 6-1/2
years, necessarily will go free, as each was convicted on multiple
charges beyond honest-services fraud.  According to the Journal,
the case against Mr. Skilling, the central successful prosecution
stemming from the massive Enron fraud case earlier this decade,
will return to lower courts, which will have to consider defense
arguments that jury instructions regarding honest-services fraud
tainted the convictions for other offenses.  Mr. Skilling is
incarcerated at the federal prison in Englewood, Colo.

"This paves the way to completely exonerating Jeff Skilling," the
Journal quotes Daniel Petrocelli, Esq., at O'Melveny & Myers in
Los Angeles, a lawyer for Mr. Skilling, as saying.  Beyond that,
he said, "this has profound implications for every workplace in
this country.  All employees are now free from the risk of the
government criminalizing behavior that does not clearly violate
the laws."

The Journal also relates Lord Black's lawyers predicted he soon
would go free.  "We are confident the lower courts will quickly
conclude that the errors that the Supreme Court has now
conclusively found tainted every aspect of this case," said Miguel
Estrada, Esq., and David Debold, Esq., at Gibson Dunn & Crutcher.
Lord Black is in federal prison in Coleman, Fla.

According to the Journal, Justice Antonin Scalia, joined by
Justices Clarence Thomas and, in most part, Anthony Kennedy, wrote
the court should have gone further, throwing out the entire
honest-services law, rather than limiting its application to
bribery and kickbacks.

The Journal also notes that by narrower 6-3 margins, the court
rejected arguments he didn't get a fair trial, finding that
neither pervasive news coverage nor the economic distress that
Enron's collapse wrought in Houston poisoned jurors against him.
Justice Sonia Sotomayor, joined by Justices John Paul Stevens and
Stephen Breyer, dissented.

                         About Enron Corp.

Based in Houston, Texas, Enron Corporation filed for Chapter 11
protection on December 2, 2001 (Bankr. S.D.N.Y. Case No. 01-16033)
following controversy over accounting procedures that caused
Enron's stock price and credit rating to drop sharply.

Enron hired lawyers at Togut Segal & Segal LLP; Weil, Gotshal &
Manges LLP, Venable; Cadwalader, Wickersham & Taft, LLP for its
bankruptcy case.  The Official Committee of Unsecured Creditors in
the case tapped lawyers at Milbank, Tweed, Hadley & McCloy LLP.

The Debtors won confirmation of their Plan in July 2004, and the
Plan was declared effective on November 17, 2004.  After approval
of the Plan, the new board of directors decided to change the name
of Enron Corp. to Enron Creditors Recovery Corp. to reflect the
current corporate purpose.  ECRC's sole mission is to reorganize
and liquidate certain of the operations and assets of the "pre-
bankruptcy" Enron for the benefit of creditors.

ECRC has been involved in the MegaClaims Litigation, an action
against 11 major banks and financial institutions that ECRC
believes contributed to Enron's collapse; the Commercial Paper
Litigation, an action involving the recovery of payments made to
commercial paper dealers; and the Equity Transactions Litigation,
which ECRC filed against Lehman Brothers Holdings, Inc., UBS AG,
Credit Suisse and Bear Stearns to recover payments made to the
four banks on transactions involving Enron's stock while the
company was insolvent.


ENTERTAINMENT PROPERTIES: Fitch Puts 'BB' Preferred Stock Rating
----------------------------------------------------------------
Fitch Ratings has assigned initial credit ratings to Entertainment
Properties Trust:

  -- Issuer Default Rating 'BBB-';
  -- Preferred stock 'BB'.

Fitch also expects to rate EPR's new unsecured obligations:

  -- Senior unsecured revolving credit facility 'BBB-';
  -- Senior unsecured notes 'BBB-'.

In addition, Fitch assigns a Stable Rating Outlook.

The ratings are based on the assumed closing of certain
transactions, including the company entering into a new
$320 million senior unsecured revolving credit facility and
issuing $250 million of senior unsecured notes, the proceeds of
which would be used to repay a portion of the company's secured
debt and pay other transaction expenses.

The IDR of 'BBB-' is driven by the cash flows generated by the
company's triple-net leased megaplex movie theatres and charter
schools, together with the cash flows from the company's other
retail and entertainment-based loan investments, in excess of the
company's fixed charges.

For the 12 months ended March 31, 2010, EPR's fixed charge
coverage ratio (defined as recurring operating EBITDA less capital
expenditures and straight-line rent adjustments, divided by
interest expense, capitalized interest, and preferred stock
dividends), pro forma for the company's disposition of its White
Plains property , was 2.3 times, which is solid for a 'BBB-' IDR.
Fitch anticipates that fixed charge coverage will remain above
2.2x for the next 12-24 months and that even in a more stressed
environment than anticipated by Fitch, fixed charge coverage will
remain in a range of 1.8x to 1.9x over the next two years.

In addition, the company's leverage, measured as net debt to
recurring operating EBITDA, pro forma for the company's
disposition of its White Plains property, was 4.9x as of March 31,
2010, up from 4.7x as of Dec. 31, 2008.  Pro forma for the
company's May 2010 common equity offering, the acquisition of 12
theatres leased to Cinemark U.S.A., Inc. for $124 million and
expected sale of a winery property in Napa, California for
$6.5 million announced on June 14, 2010, Fitch expects that
leverage will decline to the mid 4.0x area by the end of 2010.

Pro forma for the recapitalization transactions, unencumbered
asset coverage of net unsecured debt would be 3.7x utilizing a
stressed 12% capitalization rate, a coverage ratio that is
consistent with a 'BBB-' IDR given the non-core composition of
several of the company's assets.

The company has a manageable lease expiration profile, with only
25% of rental revenue under leases expiring over the next five
years.  When taking into account tenant renewal options, only 6%
of rental revenue expires over the next five years.

Pro forma for the recapitalization transactions, the company also
has a manageable debt maturity profile, with only approximately
42% of total debt maturing over the next five years.

Fitch calculates that EPR's sources of liquidity (unrestricted
cash, availability under its contemplated unsecured revolving
credit facility, expected retained cash flows from operating
activities after dividend payments) divided by uses of liquidity
(debt maturities and expected capital expenditures) is expected to
be 1.4x for the period April 1, 2010 to Dec. 31, 2011.  This
liquidity surplus is driven in large part by a mostly undrawn
revolving unsecured credit facility on a pro forma basis, and
further reflects a lack of upcoming debt maturities on a pro forma
basis and the low-capital-intensive nature of EPR's business.

The ratings take into consideration certain offsetting factors
including tenant concentration.  Rent revenues from American
Multi-Cinema, Inc., comprised approximately 60% and 36% of EPR's
annualized pro forma theatre rent revenue and total revenue,
respectively, for the year ended Dec. 31, 2009.  While the company
recently received notification from AMC that it intends to
exercise the extension options on three theatres in southern
California, the company has entered into a letter of intent with
another operator for the renovation and re-lease of the Grand 24
in Dallas, Texas, a lease that AMC elected not to renew.

While most of EPR's theatre leases and all of EPR's charter school
leases for a given operator are cross-defaulted, a tenant
bankruptcy would allow for the rejection of certain non-economic
leases.  Given that AMC's IDR is 'B' and most of EPR's other top
tenants are either unrated or have below-investment grade ratings,
the potential for corporate default, bankruptcy and lease
rejection could reduce EPR's rental revenues.  One mitigant to
this risk is that on a portfolio basis, property-level EBITDAR
covers rent payments by a healthy margin for nearly all of EPR's
theatre and charter school assets, indicative of solid four-wall
profitability.  Further, there have also been only limited
instances in which box office revenues have declined, indicative
of stability in operator cash flows.  In addition, since the
company's formation in 1997, no theatre tenant has ever missed a
lease payment.

The company's real estate investments are in, or are backed by,
mostly non-core property types (e.g., megaplex movie theatres,
charter schools, wineries, ski areas and waterparks) and thus may
be less liquid or financeable in periods of company or market
stress.  While EPR's theatre properties are typically well located
and have high quality amenities, the demonstrated alternative use
of certain of the company's assets is fairly limited.

The company has also made certain mortgage and equity investments
over the last few years collateralized by assets that deviated
from EPR's core strategy.  In particular, the company originated
debt investments on a planned resort in Upstate New York, a multi-
tenant retail center in Toronto and made an equity investment in a
multi-tenant retail center in White Plains, NY.  The company has
recognized impairments on some of these assets and the ultimate
recovery or value realization of these investments is uncertain.

The two-notch differential between EPR's IDR and its preferred
stock rating of 'BB' is consistent with Fitch's 'Rating Hybrid
Securities' Criteria Report dated Dec. 29, 2009, as EPR's
preferred securities have cumulative coupon deferral options
exercisable by EPR and thus have readily triggered loss absorption
provisions in a going concern.  Pro forma for the company's
disposition of its White Plains property, net debt plus 25% of
preferred stock to recurring operating EBITDA was 5.3x and 5.2x,
as of March 31, 2010 and Dec. 31, 2008, respectively.


Any of these factors may have a positive impact on the ratings or
Outlook:

  -- Net debt to recurring operating EBITDA sustaining below 4.0x
     (pro forma leverage was 4.9x as of March 31, 2010);

  -- Fixed charge coverage sustaining above 3.0x (pro forma
     coverage was 2.3x for the twelve months ended March 31,
     2010);

  -- Growth in the unencumbered portfolio, particularly for
     megaplex movie theatres.

Any of these factors may have a negative impact on the ratings or
Outlook:

  -- Net debt to recurring operating EBITDA sustaining above 5.5x;

  -- Fixed charge coverage sustaining below 2.2x;

  -- Unencumbered asset coverage of unsecured debt falling below
     3.0x, utilizing a 12% capitalization rate;

  -- A liquidity shortfall.

In the absence of the contemplated recapitalization transactions,
which include the proposed $250 million of senior unsecured notes
and the company entering into a new $320 million senior unsecured
credit facility, Fitch would expect to assign an IDR of 'BB-', a
preferred stock rating of 'B', and a Stable Outlook to EPR.  In
the absence of the contemplated recapitalization transactions, the
expected IDR of 'BB-' would center on the company's existing level
of net operating income from unencumbered assets, the non-core
composition of several of the company's existing unencumbered
assets and the company's limited existing financial flexibility
given that EPR is currently a secured borrower.  The expected
preferred stock rating of 'B' in the absence of the contemplated
recapitalization transactions is consistent with corporate issuers
with an IDR of 'BB-'.

Entertainment Properties Trust is a real estate investment trust
based in Kansas City, Missouri with $2.9 billion in undepreciated
book assets and a market capitalization of $3.5 billion as of
March 31, 2010.  EPR's portfolio includes megaplex movie theatres
and entertainment retail centers, as well as other recreational
and specialty investments.


ENTERTAINMENT PROPERTIES: S&P Assigns 'BB' Corporate Credit Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' corporate
credit rating to Entertainment Properties Trust.  At the same
time, S&P assigned its 'BB+' issue rating and '2' recovery rating
to Entertainment Properties' proposed $250 million senior
unsecured notes.  The '2' recovery rating indicates S&P's
expectation for substantial (70%-90%) recovery in the event of a
payment default.  The outlook is stable.

"S&P's ratings reflect the REIT's high tenant concentration, its
special-purpose properties, which typically have indeterminate
residual values upon lease expiration, and comparably modest
coverage of fixed charges and common dividends," said credit
analyst Eugene Nusinzon.  "Partially offsetting these credit
considerations are the REIT's moderately leveraged capital
structure and an improved liquidity profile."

The stable outlook anticipates that the REIT's megaplex theaters,
charter schools, and theater-anchored retail centers will provide
relatively steady cash flow over the next 12 months.  S&P would
consider raising S&P's rating if new investments further diversify
Entertainment Properties' tenant base and if it appears that
internal and external growth will be sufficient to support debt
service and fixed-charge coverage ratios that are closer to the
peer medians.  A downgrade is less likely in the near term, in
S&P's view, barring a default by a large tenant.


ENVIROSOLUTIONS HOLDINGS: S&P Withdraws 'D' Corp. Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it withdrew its 'D'
corporate credit rating on Manassas, Va.-based EnviroSolutions
Holdings Inc. due to the lack of adequate information.  At the
same time, S&P withdrew the 'D' issue ratings and '3' recovery
ratings on the company's senior secured revolving facility and
first-lien term loan.

ESI and its affiliates have been operating under Chapter 11
bankruptcy protection since March 10, 2010.


EQUIPMENT RENTAL: Case Summary & 5 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Equipment Rental Service, Inc.
        Attn: Phillip Thompson
        11782 Jollyville Rd.
        Austin, TX 78759

Bankruptcy Case No.: 10-11711

Chapter 11 Petition Date: June 22, 2010

Court: United States Bankruptcy Court
       Western District of Texas (Austin)

Judge: Craig A. Gargotta

Debtor's Counsel: B. Weldon Ponder, Jr., Esq.
                  Building 3, Suite 200
                  4601 Spicewood Springs Rd
                  Austin, TX 78759-7841
                  Tel: (512) 342-8222
                  Fax: (512) 342-8444
                  E-mail: welpon@austin.rr.com

Scheduled Assets: $584,713

Scheduled Debts: $1,342,150

A list of the Company's 5 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/txwb10-11711.pdf

The petition was signed by Phillip E. Thompson, company's
president.


FIRST FOLIAGE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: First Foliage, L.C.
        17800 Southwest 268 Street
        Homestead, FL 33031

Bankruptcy Case No.: 10-27532

Chapter 11 Petition Date: June 23, 2010

Court: U.S. Bankruptcy Court
       Southern District of Florida (Miami)

Judge: Laurel M. Isicoff

Debtor's Counsel: Luis Salazar, Esq.
                  500 S. Dixie Highway # 302
                  Coral Gables, FL 33146
                  Tel: (305) 503-2990
                  Fax: (305) 774-5908
                  E-mail: luis.salazar@izhmlaw.com

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

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

The petition was signed by Jose Garces, president and chief
executive officer.

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
BWI                                Trade Debt and         $434,688
Attn: Gary Bird                    Note Payable
1037 NW 4th Street
Homestead, FL 33030-5797

Foremostco                         Trade Debt             $331,506
Attn: Joseph C. Roberts
8457 NW 66th Street
Miami, FL 33166

LandstarInway, Inc.                Trade Debt             $330,848
Attn: Tarence Dunbar
13410 Sutton Park Drive South
Jacksonville, FL 32224

John Deere Rsik Protection, Inc.   Trade Debt             $275,918
P.O. Box 660195
Dallas, TX 75266-0195

Harrell's Inc.                     Trade Debt and         $248,440
                                   Note Payable

A & E Nursery, LLC                 Trade Debt             $185,476

E-Z Shipper Racks, Inc.            Trade Debt             $147,950

Twyford International, Inc.        Trade Debt and         $137,836
                                   Note Payable

Valroy Liners, Inc.                Trade Debt             $135,592

Arirosy, Inc.                      Trade Debt             $118,840

Helena Chemicals Company           Trade Debt and         $100,000
                                   Note Payable

Acosta Sisters Nursery, Inc.       Trade Debt              $79,021

Quick Plugs                        Trade Debt              $68,840

Astra Supply Chain, LLC            Trade Debt              $58,401

Gold Leaf Nursery                  Trade Debt              $51,942

Foliage Plants                     Trade Debt              $51,405

Floral Plant Growers LLC           Trade Debt              $49,689

Key Transport/Power Funding Ltd.   Trade Debt              $48,982

Balmor Transport Inc.              Trade Debt              $46,568

R & D Transport Serv., Inc.        Trade Debt              $45,305


FEDERAL-MOGUL: Acquires Daros Group to Strengthen Global Reach
--------------------------------------------------------------
Federal-Mogul Corporation disclosed in a statement dated June 15,
2010, that it has acquired the Daros Group, a privately-owned
supplier of high technology piston rings for large-bore engines
used in industrial energy generation and commercial shipping.

Daros Group has operations in China, Germany and Sweden.  Details
of the transaction were not disclosed.

The acquisition, according to the company statement, enhances
Federal-Mogul's global leading position in the industrial piston
rings market by creating an extensive portfolio of two-stroke and
four-stroke piston ring products.  The combined business will
offer customers a wide range of high technology piston rings and
ongoing service and refurbishment solutions for commercial
engines, supported globally by engineering and manufacturing
locations in Europe and Asia, the company added.

"The market for industrial engine piston rings is growing, as
global energy companies and expanding global logistics providers
require additional power generation and shipping capacity.
Federal-Mogul and Daros have a strong, complementary product
portfolio and global footprint," said Jose Maria Alapont, Federal-
Mogul President and CEO.  "This acquisition also will enable
Federal-Mogul to capitalize on new market growth utilizing
integrated global engineering and manufacturing capacity.
Federal-Mogul expects further sales opportunities in global
industrial markets as customers increase orders for industrial
engine refurbishment."

Industrial piston rings vary in size from approximately 145 mm
(5.7 inches) up to 980mm (38.6 inches).  The rings are used mainly
in large engines with a power output up to more than 100,000 kW
(136,000 horsepower) for power generation in commercial ships like
container vessels, super tankers and bulk carriers.  The rings are
made of special cast iron, machined with complex geometries and
are finished with extremely wear resistant coatings like plasma-
sprayed metal-oxides and chrome-ceramics.  Piston rings are
crucial elements required to seal the combustion chamber in the
engine while the piston moves up and down inside the cylinder.
The piston-ring set also aids in the transfer of heat out of the
combustion-chamber and in the distribution of lubricants to the
cylinder wall to allow for smooth and efficient operation in
demanding conditions involving multi-year duty cycles.

"The global market for industrial, large-bore piston rings is a
strategic opportunity for Federal-Mogul," explained Rainer
Jueckstock, Senior Vice-President Powertrain Energy Business Unit.
"We intend to invest in this market to offer technology and
service to support all-new industrial engine programs and the
recurring maintenance requirements of our global customers.  The
consolidation of the Daros team into Federal-Mogul will give the
team new market access, specialized technology and access to
capital for innovation and business growth," he added.

Mr. Alapont commented that like Federal-Mogul, Daros also
specializes in products for related markets, such as wind energy.
"The combined portfolio, engineering and manufacturing resources
and integrated commercial channels will strengthen our market
presence and offer our customers innovative and technology leading
products, combined with world-class quality and delivery.  This
acquisition is another important step in our strategy to develop
sustainable global profitable growth," continued Mr. Alapont.

The Daros Piston Ring business adds approximately 220 employees to
Federal-Mogul's global operations and the acquisition includes
manufacturing locations in China, Sweden and Germany.  After the
Daros business is integrated into Federal-Mogul, industrial piston
rings will be sold under the Federal-Mogul Goetze(R) and Daros(R)
brands according to their respective market presence and engine
type.

                         About Federal-Mogul

Federal-Mogul Corporation is a supplier of powertrain, chassis and
as safety technologies, serving the world's foremost original
equipment manufacturers of automotive, light commercial, heavy-
duty, agricultural, marine, rail, off-road and industrial
vehicles, as well as the worldwide aftermarket.  Federal-Mogul was
founded in Detroit in 1899.  The Company is headquartered in
Southfield, Michigan, and employs nearly 41,000 people in 33
countries.

The Company filed for Chapter 11 protection on October 1, 2001
(Bankr. Del. Case No. 01-10582).  Attorneys at Sidley Austin Brown
& Wood, and Pachulski, Stang, Ziehl & Jones, P.C., represented the
Debtors in their restructuring effort.  When the Debtors filed for
protection from their creditors, they listed $10.15 billion in
assets and $8.86 billion in liabilities.  Attorneys at The Bayard
Firm represented the Official Committee of Unsecured Creditors.

The Debtors' Reorganization Plan was confirmed by the Bankruptcy
Court on November 8, 2007, and affirmed by the District Court on
November 14, 2007.  Federal-Mogul emerged from Chapter 11 on
December 27, 2007.  (Federal-Mogul Bankruptcy News; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)

                           *     *     *

As reported by the TCR on June 5, 2009, Standard & Poor's Ratings
Services said it has lowered its corporate credit rating on
Federal-Mogul Corp. to 'B+' from 'BB-'.  "The ratings reflect
Federal-Mogul's weak business risk profile as a major participant
in the highly competitive global auto industry, and its aggressive
financial risk profile," S&P said.

Moody's Investors Service in April 2009, lowered corporate family
rating of Federal-Mogul to B1 from Ba3.  At that time, Moody's
said the downgrade "reflects the company's weakened credit metrics
as a result of the dramatic decline of global automotive
production and the impact of the global recessionary environment
on consumer spending."

The ratings have remained the same at present.


FEDERAL-MOGUL: Directive on Pleadings for District Court Issued
---------------------------------------------------------------
Bankruptcy Judge Judith Fitzgerald directed Federal-Mogul Corp.
and parties-in-interest that when a pleading is filed in the U.S.
Bankruptcy Court for the District of Delaware that requires action
by the U.S. District Court for the District of Delaware, the
pleading must be filed with a notice that it is to be transmitted
to the District Court.

Judge Fitzgerald further ruled that once the pleading and Notice
are filed they will be e-mailed to:

  * pawb_jkf@pawb.uscourts.gov; and
  * Sherry_Stiles@deb.uscourts.gov

                         About Federal-Mogul

Federal-Mogul Corporation is a supplier of powertrain, chassis and
as safety technologies, serving the world's foremost original
equipment manufacturers of automotive, light commercial, heavy-
duty, agricultural, marine, rail, off-road and industrial
vehicles, as well as the worldwide aftermarket.  Federal-Mogul was
founded in Detroit in 1899.  The Company is headquartered in
Southfield, Michigan, and employs nearly 41,000 people in 33
countries.

The Company filed for Chapter 11 protection on October 1, 2001
(Bankr. Del. Case No. 01-10582).  Attorneys at Sidley Austin Brown
& Wood, and Pachulski, Stang, Ziehl & Jones, P.C., represented the
Debtors in their restructuring effort.  When the Debtors filed for
protection from their creditors, they listed $10.15 billion in
assets and $8.86 billion in liabilities.  Attorneys at The Bayard
Firm represented the Official Committee of Unsecured Creditors.

The Debtors' Reorganization Plan was confirmed by the Bankruptcy
Court on November 8, 2007, and affirmed by the District Court on
November 14, 2007.  Federal-Mogul emerged from Chapter 11 on
December 27, 2007.  (Federal-Mogul Bankruptcy News; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)

                           *     *     *

As reported by the TCR on June 5, 2009, Standard & Poor's Ratings
Services said it has lowered its corporate credit rating on
Federal-Mogul Corp. to 'B+' from 'BB-'.  "The ratings reflect
Federal-Mogul's weak business risk profile as a major participant
in the highly competitive global auto industry, and its aggressive
financial risk profile," S&P said.

Moody's Investors Service in April 2009, lowered corporate family
rating of Federal-Mogul to B1 from Ba3.  At that time, Moody's
said the downgrade "reflects the company's weakened credit metrics
as a result of the dramatic decline of global automotive
production and the impact of the global recessionary environment
on consumer spending."

The ratings have remained the same at present.


FEDERAL-MOGUL: Names Alan Haughie Chief Financial Officer
---------------------------------------------------------
In a regulatory filing with the U.S. Securities and Exchange
Commission on June 15, 2010, Federal-Mogul Corporation revealed
that it named Alan Haughie as senior vice president and chief
financial officer, effective June 10, 2010.

Mr. Haughie has served as the company's vice president, controller
and chief accounting officer since 2005.  Previously, he served as
director, corporate finance since 2000, and prior to that, worked
as controller in the company's aftermarket business located in
Manchester, United Kingdom, from 1999 to 2000.

Robert L. Katz, Federal-Mogul's senior vice president, general
counsel and secretary, disclosed in the regulatory filing that
there are no family relationships between Mr. Haughie and any
other director or executive officer of the company, or with any
person selected to become an officer or a director of the company.
Other than as a result of Mr. Haughie's employment with the
company, the company has had no transactions since the beginning
of the last fiscal year, and has no transactions proposed, in
which Mr. Haughie, or any member of his immediate family, has a
direct or indirect material interest.

In connection with his appointment, Mr. Haughie's base salary is
$400,000 per year, his Management Incentive Plan target incentive
award is 70% of his base annual salary, and his MIP Uplift target
incentive award is 150% of his base annual salary.

"Alan brings strong global business knowledge, financial and
strategic planning experience to this role," Jose Maria Alapont,
president and CEO, said in a statement.  "He will contribute to
Federal-Mogul's relentless drive for leading technology and
innovation, world-class customer satisfaction and sustainable
global profitable growth."

                         About Federal-Mogul

Federal-Mogul Corporation is a supplier of powertrain, chassis and
as safety technologies, serving the world's foremost original
equipment manufacturers of automotive, light commercial, heavy-
duty, agricultural, marine, rail, off-road and industrial
vehicles, as well as the worldwide aftermarket.  Federal-Mogul was
founded in Detroit in 1899.  The Company is headquartered in
Southfield, Michigan, and employs nearly 41,000 people in 33
countries.

The Company filed for Chapter 11 protection on October 1, 2001
(Bankr. Del. Case No. 01-10582).  Attorneys at Sidley Austin Brown
& Wood, and Pachulski, Stang, Ziehl & Jones, P.C., represented the
Debtors in their restructuring effort.  When the Debtors filed for
protection from their creditors, they listed $10.15 billion in
assets and $8.86 billion in liabilities.  Attorneys at The Bayard
Firm represented the Official Committee of Unsecured Creditors.

The Debtors' Reorganization Plan was confirmed by the Bankruptcy
Court on November 8, 2007, and affirmed by the District Court on
November 14, 2007.  Federal-Mogul emerged from Chapter 11 on
December 27, 2007.  (Federal-Mogul Bankruptcy News; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)

                           *     *     *

As reported by the TCR on June 5, 2009, Standard & Poor's Ratings
Services said it has lowered its corporate credit rating on
Federal-Mogul Corp. to 'B+' from 'BB-'.  "The ratings reflect
Federal-Mogul's weak business risk profile as a major participant
in the highly competitive global auto industry, and its aggressive
financial risk profile," S&P said.

Moody's Investors Service in April 2009, lowered corporate family
rating of Federal-Mogul to B1 from Ba3.  At that time, Moody's
said the downgrade "reflects the company's weakened credit metrics
as a result of the dramatic decline of global automotive
production and the impact of the global recessionary environment
on consumer spending."

The ratings have remained the same at present.


FLEETWOOD ENTERPRISES: Can Sell Plant 58 Assets to Thomas Chen
--------------------------------------------------------------
Fleetwood Enterprises, Inc., et al., sought and obtained
authorization from the Hon. Meredith A. Jury of the U.S.
Bankruptcy Court for the Central District of California to sell
certain real and personal property assets related to the supply
subsidiary plant more commonly known as 1850 Atlanta Street,
consisting of approximately 10 acres of land and an approximately
111,316 square foot metal building located in Riverside,
California (the Plant 58 Assets) to Thomas Chen for $4,116,000,
free and clear of liens, claims, interests and encumbrances.

The sale of the Plant 58 Assets includes all pertinent
governmental certificates, licenses, permits, authorizations, and
approvals with respect thereto, to the extent transferable, and
all pertinent appurtenances and easements.

The sale was subject to the overbid of third parties willing to
participate.  Parties wishing to submit by June 4, 2010, an
initial overbid were asked to provide an offer that is
substantially similar to the offer submitted by the Buyer
provided, however, that the offer must propose to pay at least
$50,000 in excess of the offer submitted by the Buyer.  The Buyer
provided a deposit in the amount of $150,000 pursuant to the
Agreement of Sale.

There were no objections, responses, or requests for continuance
filed concerning the Debtors' request to sell the assets.  There
were no overbids for the Plant 58 Assets.

Based in Riverside, California, Fleetwood Enterprises, Inc.,
together with 19 of affiliates, filed for Chapter 11 protection on
March 10, 2009 (Bankr. C.D. Calif. Lead Case No. 09-14254).  Craig
Millet, Esq., and Solmaz Kraus, Esq., at Gibson, Dunn & Crutcher
LLP, represent the Debtors in their restructuring efforts.  FTI
Consulting Inc. is the financial advisors to the Debtors.  The
Debtors tapped Greenhill & Co. LLC as its investment banker.


FORD MOTOR: Americas Chief Says Auto Market 'Flat-lined'
--------------------------------------------------------
Bloomberg News reports that Mark Fields, Ford Motor Co. president
of the Americas, introducing six new models this year, faces a
"flat-lined" U.S. auto market because consumers are reluctant to
make big purchases.  "The consumer is feeling a bit better, but
not enough to go out and go back to the old ways of spending," Mr.
Fields told analysts in a presentation that was webcast from
Dearborn, Michigan.  "It gives us pause because of the tight labor
market and the overall situation in the credit markets."

U.S. auto sales haven't improved since the third quarter of last
year, Mr. Fields said during Deutsche Bank's 2010 Industrials
Conference, according to the Bloomberg report.  The annualized
light vehicle sales rate of 11.2 million through May is at the low
end of Ford's forecast for the year.  Last year, U.S. consumers
purchased 10.4 million cars and light trucks, the lowest total in
27 years.

                         About Ford Motor

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures or distributes automobiles
across six continents.  With about 200,000 employees and about 90
plants worldwide, the company's automotive brands include Ford,
Lincoln, Mercury and Volvo.  The Company provides financial
services through Ford Motor Credit Company.

At March 31, 2010, the Company had $191.968 billion in total
assets against $197.405 billion in total liabilities.

As reported by the Troubled Company Reporter on June 7, 2010,
Moody's released an Issuer Comment stating that the ratings and
outlook of Ford Motor Company are being maintained following the
company's announcement that it will end production of Mercury
vehicles during the fourth quarter of this year.  Ford's ratings
include: B1 Corporate Family Rating and Probability of Default
Rating; Ba1 secured rating; B2 unsecured rating; and SGL-2
Speculative Grade Liquidity Rating.  The rating outlook is stable.

The last rating action on Ford was an upgrade of the company's
Corporate Family Rating to B1 on May 18, 2010.


FOXLAND HARBOR: Court Rejects Lift Stay for American Security Bank
------------------------------------------------------------------
Eric Miller at The News Examiner reports that the U.S. Bankruptcy
Court in Nashville denied in part the request by American Security
Bank & Trust for a relief from a stay placed upon foreclosing on
the property owned by Foxland Harbor Marina in a bid to recover
$3.5 million debt owed.  The federal judge found that the
Company's property is vital to the reorganization of this debtor,
and that confirmation of the joint plan is a reasonable likelihood
that can occur within a reasonable time.

Based in Gallatin, Tennessee, Foxland Harbor Marina LLC filed for
Chapter 11 bankruptcy protection on Dec. 31, 2009 (Bankr. M.D.
Tenn. Case No. 09-14911).  William L. Norton, III, Esq., at
Bradley Arant Boult Cummings Llp, represents the Debtor.  The
company listed both assets and debts of between $1 million and
$10 million.


FRONTIER COMMUNICATIONS: Moody's Affirms 'Ba2' Corp. Family Rating
------------------------------------------------------------------
Moody's Investors Service has confirmed Frontier Communications
Corporation's Ba2 Corporate Family Rating, Ba2 Probability of
Default Rating, and Ba2 senior unsecured debt ratings, based on
the perceived very high probability that the spin-off of New
Communications Holdings Inc., a wholly-owned subsidiary of Verizon
Communications Inc., and subsequent merger with and into Frontier
will occur.  At closing, Spinco's debt obligations will be pari-
passu with Frontier's senior unsecured debt.  As such, Moody's
assigned definitive ratings to the Spinco debt obligations and
removed the provisional (P) rating assignments it placed on the
debt in March.  In conjunction with the aforementioned rating
confirmations, Moody's also downgraded the company's short term
liquidity rating to SGL-2 from SGL-1, reflecting the expected
reduced free cash flow generation due to the added capital
expenditures the company will need to devote to the acquired
markets, as well as the Verizon North and Verizon West Virginia
debt ratings, each to Baa1 from A3, as these entities will become
subsidiaries of Frontier (with its associated Ba2 CFR and PDR, vs.
the A3 senior unsecured rating of its former parent Verizon)
following the merger.  Frontier intends to continue providing
stand-alone financial information for these entities.

The rating actions conclude the review for possible downgrade
initiated by Moody's on May 13, 2009, following the announcement
of the Frontier and Spinco merger.

Downgrades:

Issuer: Frontier Communications Corporation

  -- Speculative Grade Liquidity Rating, Downgraded to SGL-2 from
     SGL-1

Issuer: Verizon North Inc.

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to Baa1
     from A3

Issuer: Verizon West Virginia, Inc.

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to Baa1
     from A3

Assignments:

Issuer: Frontier Communications Corporation

  -- Senior Unsecured Bank Credit Facility, Assigned Ba2 LGD4, 56%

Issuer: New Communications Holdings Inc.

  -- Senior Unsecured Regular Bond/Debenture, Assigned Ba2 LGD4,
     56%

Outlook Actions:

Issuer: Frontier Communications Corporation

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: New Communications Holdings Inc.

  -- Outlook, Changed To Stable From No Outlook

Issuer: Verizon North Inc.

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Verizon Northwest Inc.

  -- Outlook, Changed To Rating Withdrawn From Rating Under Review

Issuer: Verizon West Virginia, Inc.

  -- Outlook, Changed To Stable From Rating Under Review

Confirmations:

Issuer: Frontier Communications Corporation

  -- Probability of Default Rating, Confirmed at Ba2
  -- Corporate Family Rating, Confirmed at Ba2
  -- Senior Unsecured Bank Credit Facility, Confirmed at Ba2
  -- Senior Unsecured Regular Bond/Debenture, Confirmed at Ba2
  -- Senior Unsecured Shelf, Confirmed at (P)Ba2

Withdrawals:

Issuer: Verizon North Inc.

  -- Senior Unsecured Regular Bond/Debenture, Withdrawn,
     previously rated A3

  -- Senior Unsecured Shelf, Withdrawn, previously rated (P)A3

Issuer: Verizon Northwest Inc.

  -- Senior Unsecured Shelf, Withdrawn, previously rated (P)A3

Issuer: Verizon West Virginia, Inc.

  -- Senior Unsecured Shelf, Withdrawn, previously rated (P)A3

The Ba2 Corporate Family Rating largely reflects the significant
integration risk the Company will face in assuming the much larger
Spinco operations.  Specifically, the rating reflects the
uncertainties in the near term that the operating systems
transition and integration will go smoothly, and in the longer
term that the combined companies will be able to achieve the
expected synergies in a timely manner.  In addition, the continued
downward pressure on wireline revenue and cash flow weighs on the
ratings.  At the same time, the ratings benefit from the
predictability of the Company's cash flow generation and
management's stated commitment to delever its balance sheet and
drive credit metrics towards investment grade levels.

Although Frontier's estimated $240 million of integration costs
are reasonable considering the size of Spinco, the bigger
complexities in telecom mergers usually involve information system
conversions and billing migration, which may greatly delay the
envisioned synergies.  Moody's Vice President, Gerald Granovsky
said, "Until the switchover of systems from Verizon to Frontier is
completed, this risk will not go away, although Moody's would be
able to assess the results within a relatively short timeframe
following completion of the merger and as Frontier implements the
phased migration of Spinco operations into its systems." An
additional challenge will be merging the two companies' corporate
cultures.  Moreover, Frontier will not realistically be in a
position to get critical data on the acquired customer metrics
until one or two quarters following the merger, while the planned
plant upgrades to deliver high speed data will take up to two
years.  As a result, the combined entity will need to deliver
strong operating performance over the next two years to reach
financial metrics that are consistent with the investment grade
ratings the Company is targeting.

Moody's recognizes the merits of the proposed transaction,
including reducing Debt/EBITDA leverage by one turn at closing,
and generating opportunities to grow revenue and attain cost
savings.  But, even if the Company were to meet its performance
targets, given the nature of upfront spending on integration and
investments required in Spinco's footprint, Frontier's credit
metrics will likely not stabilize before 2011.

Moody's believes Frontier will have good liquidity over the next
twelve months, notwithstanding that the planned upgrades of
Spinco's telecom plant will eat into the company's free cash flow
generation.  The company obtained a $750 million revolving credit
facility, which Moody's expects to be undrawn.  The facility has a
4.5x maintenance financial leverage covenant, which should provide
ample cushion for the company's operations over the next twelve
months.  The company will be required to post $190 million in
letters of credit backing its upgrade commitments in West
Virginia, which may be attained with a separate liquidity
facility.

Moody's most recent rating action for Frontier was on March 24,
2010, at which time Moody's maintained the review of Frontier's
Ba2 Corporate Family Rating and assigned a provisional rating to
Spinco's proposed debt financing.

Frontier is an incumbent local exchange carrier providing wireline
telecommunications services to approximately 2.1 million access
lines in primarily rural areas and small- and medium-sized cities.
The company is headquartered in Stamford, CT.

New Communications Holdings Inc., which is a wholly-owned
subsidiary of Verizon Communications, Inc., will hold the assets
and liabilities Verizon will spin off prior to closing the merger
with Frontier.  Verizon is headquartered in New York, NY.


GARLOCK SEALING: Applies for Covington as Insurance Counsel
-----------------------------------------------------------
Garlock Sealing Technologies LLC and its units seek the Court's
permission to employ Covington & Burling LLP as their special
insurance counsel, nunc pro tunc to June 5, 2010.

Covington has represented and advised the Debtors as insurance
coverage counsel for over a decade.

As the Debtors' insurance counsel, Covington will represent and
advise the Debtors in matters related to insurance coverage,
rights and obligations, particularly those matters which relate
to the resolution of asbestos claims against the Debtors.

The Debtors will pay Covington's professionals according to their
customary hourly rates:

     Title                    Rate per Hour
     -----                    -------------
     Attorneys                 $275 to $940
     Paralegals                $195 to $355

Specific Covington's professionals to render services to the
Debtors are:

                                          Full     Discounted
   Name                    Title           Rate        Rate
   ----                    -----           ----     ----------
William F. Greaney         Partner         $890        $757
Michael St. Patrick Baxter Partner         $775        $659
Charles Kitcher            Associate       $430        $366
Joshua D. McKarcher        Associate       $320        $272

The Debtors and Covington agree that those rates will be
discounted at 15%.

The Debtors will also reimburse Covington for expenses incurred.

Covington received a retainer from the Debtors on May 28, 2010.
A portion of the retainer has been applied to the payment of fees
and costs incurred prepetition.  In the 12 months before the
Petition Date, Covington received payments totaling $1,466,140
from the Debtors.  As of June 5, 2010, Covington has not rendered
postpetition services that have not yet been billed.

Mr. Greaney -- wgreaney@cov.com -- discloses that his firm in the
last two years:

(i) currently represents certain parties, a schedule of which
    is available for free at:

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

(ii) represented, but does not currently represent certain
    parties, a schedule of which is available for free at:

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

in matters unrelated to the Debtors' Chapter 11 cases.

Despite those disclosures, Covington is a "disinterested person"
as the term is defined under Section 101(14) of the Bankruptcy
Code, Mr. Greaney assures the Court.

                      About Garlock Sealing

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

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

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

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

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


GARLOCK SEALING: Proposes Rayburn Cooper as Counsel
---------------------------------------------------
Garlock Sealing Technologies LLC and its units seek the Court's
permission to employ Rayburn Cooper & Durham, P.A., as their
counsel, nunc pro tunc to June 5, 2010.

As the Debtors' counsel, Rayburn Cooper will render services,
including:

  (a) to provide the Debtors legal advice with respect to their
      powers and duties as debtors-in-possession in the
      continued operation of its business and management of
      their properties;

  (b) to assist in taking all necessary action to protect and
      preserve the Debtors' estates, including the prosecution
      of actions on the Debtors' behalf, the defense of any
      actions commenced against the Debtors, the negotiation of
      disputes in which the Debtors are involved, and the
      preparation of objections to claims filed against the
      Debtors' estates;

  (c) to prepare or assist in preparing on behalf of the Debtors
      all necessary schedules, statements, applications,
      answers, orders, reports, motions and notices in
      connection with the administration of the Debtors'
      estates;

  (d) to appear before the Court and other courts as may be
      appropriate to represent the interests of the Debtors in
      matters that require representation and to represent and
      assist the Debtors in negotiations with other parties-in-
      interests in the Debtors' Chapter 11cases;

  (e) to advise and assist in formulating and preparing of a
      plan of reorganization on behalf of the Debtors, the
      related disclosure statement, and any revisions,
      amendments relating to those documents, and all related
      materials; and

  (f) to perform other legal services for Debtors which may be
      necessary in the Debtors' Chapter 11  cases.

The Debtors will pay Rayburn Cooper's professionals according to
their customary hourly rates:

  Title                      Rate per Hour
  -----                      -------------
  Partners                   $260 to $600
  Associates                 $180 to $225
  Paraprofessionals          $125 to $150

The Debtors will also pay Rayburn Cooper's partners according to
their 2009 hourly rates.

Rayburn Cooper will be reimbursed for reasonable, out-of-pocket
expenses.

Albert F. Durham, Esq., a member at Rayburn Cooper, discloses that
a year before the Petition Date, his firm provided legal services
to the Debtors and has been paid $431,009 for services rendered
for the period from December 2009 through June 3, 2010.  Rayburn
Cooper also received an additional $518,749 from the Debtors which
it holds as a retainer for services to be rendered, including the
bankruptcy case filing fees totaling $3,117.  All of the payments
made to Rayburn Cooper before June 4, 2010, were from the
prepetition retainer received by the firm.

Mr. Durham further discloses that some of Rayburn Cooper's
attorneys may in the past have been associated with or been a
summer law clerk for other law firms that have appeared or may
appear in the Debtors' Chapter 11 cases.  However, those
relationships did not involve the Debtors, he says.  Neither
Rayburn Cooper nor any of its shareholders hold any direct equity
interest in the Debtors, he adds.  Thus, Rayburn Cooper is a
"disinterested person" as the term is defined under Section
101(14) of the Bankruptcy Code, he maintains.

In a related development, Rayburn Cooper filed with the Court a
disclosure of compensation, citing the $518,749 received from the
Debtors for postpetition fees and $431,009 for prepetition fees.

                      About Garlock Sealing

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

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

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

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

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


GARLOCK SEALING: Proposes Robinson Bradshaw as Special Counsel
--------------------------------------------------------------
Garlock Sealing Technologies LLC and its units seek the Court's
permission to employ Robinson, Bradshaw & Hinson, P.A., as their
special counsel, nunc pro tunc to June 5, 2010.

Robinson Bradshaw has represented and advised the Debtors as
general asbestos counsel for over eight years.  Robinson Bradshaw
has represented and advised EnPro Industries, Inc. and Coltec
Industries as outside general corporate counsel for the same time
period.

As the Debtors' special counsel, Robinson Bradshaw's services will
include all matters related to asbestos claims against the
Debtors, including:

  (a) assisting and advising the Debtors relative to matters in
      the administration of their estates to the extent related
      to the Asbestos Claims;

  (b) representing the Debtors at hearings to be held before
      the Court related to the Asbestos Claims and communicating
      with the Debtors regarding the matters and issues raised
      and the decisions and actions of the Court;

  (c) reviewing, analyzing, or drafting applications, orders,
      operating reports, schedules and statements filed with
      the Court by the Debtors or other interested parties in
      the Chapter 11 cases to the extent related to the
      Asbestos Claims, and advising the Debtors as to the
      necessity and propriety of these documents and their
      impact on the Asbestos Claims;

  (d) assisting the Debtors in preparing appropriate legal
      pleadings, motions, adversary proceedings, proposed
      orders, and other related documents as may be required in
      support of positions taken by the Debtors relative to the
      Asbestos Claims;

  (e) assisting the Debtors in negotiations and other
      communications related to the Asbestos Claims, whether
      with the Official Committee of Asbestos Personal Injury
      Claimants, any legal representative appointed to represent
      the interests of holders of asbestos claim demands, any
      Asbestos Claimants or their representatives, or any other
      person;

  (f) assisting and advising the Debtors regarding notices and
      other communications to Asbestos Claimants, holders of
      Demands, and their lawyers and representatives regarding
      any motions, applications, or adversary proceedings filed
      by the Debtors or the Debtors' efforts, progress and
      recommendations respecting matters arising in the Chapter
      11 cases as well as any proposed plan of reorganization;

  (g) assisting the Debtors in drafting and preparing any plan
      of reorganization, disclosure statement, or related
      documents to the extent that those documents address
      the Asbestos Claims, and the solicitation and filing with
      the Court of acceptances or rejections of any proposed
      plan or plans of reorganization by holders of the Asbestos
      Claims and Demands;

  (h) assisting, advising and taking action for the Debtors
      relating to any insurance policy that addresses, or might
      address, any Debtor's losses associated with the Asbestos
      Claims;

  (i) assisting, advising and taking action for the Debtors
      relating to any bar date for the filing of the Asbestos
      Claims, the allowance of any Asbestos Claim or Asbestos
      Claims, or estimation of any Debtor's liability for the
      Asbestos Claims or Demands;

  (j) representing the Debtors in any adversary proceeding for
      injunctive relief protecting, during the pendency of the
      Chapter 11 cases, the Debtors, their affiliates,
      employees, representatives, insurers, and other protected
      persons, and the insurance and other property of the
      Debtors' estates from the continuation of litigation
      related to any Asbestos Claims or Demands;

  (k) assisting, advising and taking action for the Debtors
      concerning the establishment of a trust under Section
      524(g) of the Bankruptcy Code and issuance of a permanent
      injunction pursuant to Section 524(g) channeling the
      Asbestos Claims and Demands to that 524(g) Trust for
      processing and payment and enjoining the holders of
      Asbestos Claims and Demands from asserting any claim
      against the Debtors, their affiliates and other persons
      entitled to protection under the Bankruptcy Code;

  (l) assisting, advising and taking action for the Debtors
      related to any adversary proceeding or contested action
      against any other person or entity, including any Asbestos
      Claimant or that claimant's representatives, who may have
      some liability to the Debtors related to the Asbestos
      Claims, including any proceeding against that person who
      has participated in the fraudulent or negligent
      misstatement of material facts or concealment of material
      evidence in connection with the assertion against any
      Debtor of an Asbestos Claim; and

  (m) otherwise assisting, advising and taking action for the
      Debtors concerning matters and dealings with persons or
      their representatives that have made or may make the
      Asbestos Claims or Demands, including matters and dealings
      with the Official Committee of Unsecured Creditors.

Robinson Bradshaw will also advise the Debtors in matters of
taxation, including those matters related to the Asbestos Claims
or Demands and any trust established pursuant to the
Bankruptcy Code. Robin Bradshaw will further represent and advise
the Debtors with respect to corporate financing, including the
establishment of credit facilities, amendments, and
modifications.

The Debtors will pay Robinson Bradshaw's professionals according
to their customary hourly rates:

       Title                    Rate per Hour
       -----                    -------------
       Shareholders              $295 to $550
       Counsel                   $305 to $475
       Associates                $185 to $350
       Legal Assistants          $125 to $170

The professionals proposed to represent the Debtors are:

Name                     Title          Rate per Hour
----                     -----          -------------
Garland S. Cassada     Shareholder          $500
Herman Spence          Shareholder          $440
Stephen M. Lynch       Shareholder          $430
Stuart H. Johnson      Shareholder          $380
Matthew S. Churchill   Shareholder          $355
William W. Toole       Shareholder          $370
Jonathan C. Krisko     Associate            $280
Carl S. Beattie        Associate            $250
Jonathan R. Eide       Associate            $220
Richard C. Worf        Associate            $220
Ty E. Shaffer          Associate            $200
James Cass             Associate            $185
Satyra L. Riggins      Legal assistant      $155

The Debtors will also reimburse Robinson Bradshaw for expenses
incurred.

The Debtors disclose that their obligations to Robinson Bradshaw
are current on prepetition services rendered.  In the 12 months
before the Petition Date, Robinson Bradshaw received payments
from the Debtors aggregating $1,514,530.

Mr. Cassada relates that Robinson Bradshaw had represented in the
past and may in the future represent certain parties, in matters
unrelated to the Debtors' Chapter 11 cases.  In addition, he
notes that certain professionals of Robinson Bradshaw own equity
or debt securities in significant creditors of the Debtors,
namely:

  * EnPro Industries, Inc.
  * Bank of America Corporation
  * Wells Fargo & Company
  * SunTrust Banks, Inc.

As of April 26, 2010, Robert S. McLean, a former shareholder of
Robinson Bradshaw, became employed by EnPro as vice president,
legal.  Mr. McLean has not been involved in any of the matters
for which Robinson Bradshaw seeks employment, and none of the
matters for which RBH seeks employment will fall directly within
his duties as an employee at EnPro, Mr. Cassada assures the
Court.

Mr. Cassada maintains that Robinson Bradshaw is a "disinterested
person" as that term is defined under Section 101(14) of the
Bankruptcy Code.

                      About Garlock Sealing

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

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

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

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

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


GENERAL MOTORS: Said to Prepare IPO Plan With Treasury Selling 20%
------------------------------------------------------------------
General Motors Co. is preparing for an initial public offering
that may sell 20% of the Treasury's stake in the Michigan-based
automaker and reduce the U.S. to a minority owner, Bloomberg News
reported, citing two people familiar with the plan.  The aim is to
sell a fifth of the government's 304 million shares, said the
unidentified people.  That would reduce the Treasury Department's
stake to less than 50% from 61% now.

A registration statement may be filed in August, aiming for a
November stock sale, said four people familiar with the plan,
according to Bloomberg.  The sale will probably raise $10 billion
to $15 billion, depending on the company's performance, the
strength of the economy and the health of the IPO market, the
people said.

                       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)


GEORGE RODOLFO PAGLIARO: Proposes to Use Cash Collateral
--------------------------------------------------------
George Rodolfo Pagliaro and Pamela Jean Pagliaro have sought
authorization from the U.S. Bankruptcy Court for the Central
District of California to use the cash collateral of Pagliaro
Construction, Inc., a California corporation.

Vincent Renda, Esq., at Renda Law Offices, P.C., the attorney for
the Debtors, explains that the Debtors need the money to fund
their Chapter 11 case, pay suppliers and other parties.  The
Debtors will use the collateral pursuant to a budget, a copy of
which is available for free at:

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

The principal balance due to secured creditors on the Petition
Date was $11,411,287.  The collateral that secures the obligation
is approximately $16,000,290 and isn't expected to diminish in
value during the period covered by the cash collateral motion.
The Debtors are prepared to grant creditors replacement liens and
similar protections commonly afforded secured creditors whose cash
collateral is being utilized.

The Debtors claim that creditors are adequately protected.
According to the Debtor, there is ample equity in the Debtors'
assets to protect secured creditors.

San Clemente, California-based George Rodolfo Pagliaro and Pamela
Jean Pagliaro, dba Pagliaro Construction Inc., own and operate a
construction company called Pagliaro Constructin, Inc.  The
Company filed for Chapter 11 bankruptcy protection on May 5, 2010
(Bankr. C.D. Calif. Case No. 10-15975).  Vincent Renda, Esq., at
Renda Law Offices PC, assists the Debtors in their restructuring
efforts.  The Debtors estimated their assets and debts at
$10,000,001 to $50,000,000.


GSI GROUP: Plan Exclusivity Extended Until August 16
----------------------------------------------------
The U.S. Bankruptcy Court for the Hon. Peter J. Walsh of the U.S.
Bankruptcy Court for the District of Delaware extended, at the
behest of GSI Group Inc., the exclusive periods during which the
Company can file a Chapter 11 Plan and solicit acceptances thereof
through and including August 16, 2010 and October 15, 2010,
respectively.

The Debtor filed the extension motion out of an abundance of
caution.  The Debtor's Fourth Modified Chapter 11 Plan was already
confirmed by the Court, but the effective date wouldn't occur for
approximately 60 days.  The Debtors sought the extension to
safeguard against what could be a derailing of the case if a
competing plan were permitted to be filed.

GSI Group Inc. supplies precision technology to the global
medical, electronics, and industrial markets and semiconductor
systems. GSI Group Inc.'s common shares are quoted on Pink Sheets
OTC Markets Inc. (GSIGQ).

The Company and two of its affiliates filed for Chapter 11
protection on Nov. 20, 2009 (Bankr. D. Del. Lead Case No. 09-
14110).  William R. Baldiga, Esq., at Brown Rudnick LLP,
represents the Debtors as lead counsel.  Mark Minuti, Esq., at
Saul Ewing LLP, as its local counsel.  The Debtors selected Garden
City Group Inc. as their claims and notice agent.  In their
petition, the Debtors posted $555,000,000 in total assets and
$370,000,000 in total liabilities as of Nov. 6, 2009.


HUGHES NETWORK: Moody's Retains 'B1' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service downgraded Hughes Network Systems, LLC's
speculative grade liquidity rating to SGL-3 (indicating adequate
liquidity) from SGL-2 (indicating good liquidity).  The company's
corporate family rating and probability of default rating were
affirmed and remain unchanged at B1.  Ratings for individual debt
instruments were also affirmed.  While the rating outlook remains
stable, the action reflects erosion of the company's liquidity
cushion as capital expenditures accelerate while latent
recessionary pressures limit the expansion of internally generated
cash flow.  Liquidity erosion resulting from capital expenditure
acceleration was anticipated and, while the ongoing recessionary
impact was not, the erosion is not of a magnitude that affects the
CFR or PDR, and "consequently, the rating outlook remains stable,"
said Bill Wolfe, Moody's Vice President / Senior Credit Officer.

Wolfe added that "HNS must very soon begin to show improved
subscriber additions and cash generation in order to assure it
will not require additional third-party financing to assist with
funding its next generation "Jupiter" satellite." In addition to a
rebound in both domestic and international enterprise cash
generation, Wolfe indicated that HNS must consistently average
more than 20,000 net additions per quarter to its domestic
consumer subscriber base while also continuing ARPU momentum and
maintaining churn in the +/- 2% range.  With that, at least modest
growth in its enterprise business, and with some $40 million
available under its $50 million revolving term loan, and given
HNS' parent company, Hughes Communications, Inc., has some
$90 million of cash that may be down-streamed, there would likely
be adequate cash to obviate the need to return to the debt market.
In turn, there would likely be no need to revisit the CFR and PDR.

Issuer: Hughes Network Systems, LLC

Downgrades:

  -- Speculative Grade Liquidity Rating, Downgraded to SGL-3 from
     SGL-2

Ratings that are unchanged and were affirmed:

  -- Corporate Family Rating: B1
  -- Probability of Default Rating: B1
  -- Senior Secured Bank Credit Facility: Baa3 (LGD2, 11%)
  -- Senior Unsecured Bank Credit Facility: B1 (LGD4, 53%)
  -- Senior Unsecured Regular Bond/Debenture: B1 (LGD4, 53%)
  -- Outlook: Stable

Moody's most recent rating action related to HNS was taken on
May 20, 2009, at which time, among other things, the company's
then new $150 million senior unsecured mirror notes were rated B1.

Headquartered in Germantown, Maryland, Hughes Network Systems,
LLC, is a global provider of broadband satellite networks and
services to the VSAT enterprise market and the largest satellite
based Internet access provider to the North American consumer
market.


JAY WALTERS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Joint Debtors: Jay D. Walters
               Vikki Yen Walters
               38516 Members Club Drive
               Murrieta, CA 92563

Bankruptcy Case No.: 10-29346

Chapter 11 Petition Date: June 23, 2010

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

Judge: Ellen Carroll

Debtor's Counsel: Michael G. Spector, Esq.
                  Law Offices of Michael G. Spector
                  2677 N Main Street, Suite 800
                  Santa Ana, CA 92705
                  Tel: (714) 835-3130
                  Fax: (714) 558-7435
                  E-mail: mgspector@aol.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
$2,671,063 while debts total $4,198,155.

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/cacb10-29346.pdf

The petition was signed by the Joint Debtors.


JK MANAGEMENT: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: JK Management LLC
        3600 Wilshire Boulevard, Suite 2020
        Los Angeles, CA 90010

Bankruptcy Case No.: 10-17551

Chapter 11 Petition Date: June 23, 2010

Court: U.S. Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge: Geraldine Mund

Debtor's Counsel: Lillian Kim, Esq.
                  Law Offices of Lillian Kim
                  3700 Wilshire Boulevard, Suite 1005
                  Los Angeles, CA 90010
                  Tel: (213) 249-9600
                  Fax: (213) 249-9601

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

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

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

The petition was signed by Jonathan Kim, managing member.


JOHN KARDUM: Bankruptcy Court Dismisses Reorganization Case
-----------------------------------------------------------
The Hon. Thomas B. Donovan of the U.S. Bankruptcy for the Central
District of California dismissed the Chapter 11 case of John
Kardum and Shirley Kardum.

The Debtors are directed to pay $1,300 to the U.S. trustee for
unpaid quarterly fees and administrative expenses.

Temecula, California-based John Kardum and Shirley Kardum filed
for Chapter 11 on Sept. 25, 2009 (Bankr. C.D. Calif. Case No. 09-
32689).  Michael Jay Berger, Esq., assisted the Debtors in their
restructuring effort.  According to the schedules, the Company has
assets of at least $29,890,144, and total debts of $16,622,890.


LANDMARK VALLEY: Case Converted to Chapter 7 Liquidation
--------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
converted the Chapter 11 case of Landmark Valley Homes, Inc., to
one under Chapter 7 of the Bankruptcy Code.

McAllen, Texas-based Landmark Valley Homes, Inc., owns and
operates residential construction/real estate development
business.  The Company filed for Chapter 11 bankruptcy protection
on January 4, 2010 (Bankr. S.D. Tex. Case No. 10-70013).  Kurt
Stephen, Esq. assisted the Debtor in its restructuring efforts.
The Company has assets of $34,119,790, and total debts of
$19,484,476.


KARLOVICH FINANCIAL: Case Summary & Largest Unsecured Creditor
--------------------------------------------------------------
Debtor: Karlovich Financial, LLC
        2052 Via Casa Alta
        La Jolla, CA 92037

Bankruptcy Case No.: 10-10862

Chapter 11 Petition Date: June 22, 2010

Court: U.S. Bankruptcy Court
       Southern District of California (San Diego)

Debtor's Counsel: John L. Smaha, Esq.
                  Smaha Law Group, APC
                  7860 Mission Center Court, Suite 100
                  San Diego, CA 92108
                  Tel: (619) 688-1557
                  Fax: (619) 688-1558
                  E-mail: jsmaha@smaha.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
$2,000,036 while debts total $2,600,000.

The petition was signed by Carol Karlovich, manager.

The list of unsecured creditors filed together with its petition
contains only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Mission Federal Credit Union       141 Broadway         $2,600,000
5785 Oberlin Drive                 El Cajon, CA
San Diego, CA 92191                92021

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Carol Karlovich                       10-10860            06/22/10


LAS VEGAS GAMING: Posts $1.1 Million Net Loss for Q1 2010
---------------------------------------------------------
Las Vegas Gaming, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $1,071,431 on $306,840 of revenue for the
three months ended March 31, 2010, compared to a net loss of
$1,460,315 on $439,226 of revenue for the same period of 2009.

The Company's balance sheet at March 31, 2010, showed $3,357,623
in assets and $7,304,199 of liabilities, for a stockholders'
deficit of $3,946,576.

As reported in the Troubled Company Reporter on May 21, 2010,
Piercy Bowler Taylor & Kern, in Las Vegas, expressed substantial
doubt about the Company's ability to continue as a going concern
after auditing the Company's financial statements for the year
ended December 31, 2009.  The independent auditors noted that the
Company has suffered recurring losses from operations and has a
net capital deficiency.

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

               http://researcharchives.com/t/s?6562

Las Vegas Gaming, Inc. -- http://www.lvgi.com/-- provides
equipment, supplies, and casino games for use in the keno and
bingo segments of the gaming industry.  The Company was
incorporated in 1998 and is headquartered in Las Vegas, Nevada.


LBJ LAKEFRONT: American Bank Wants Case Converted to Chapter 7
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Texas has
rescheduled to June 29, 2010, 9:30 a.m., the hearing to convert
the Chapter 11 case of LBJ Lakefront Inc. to one under Chapter 7
of the Bankruptcy Code.  The hearing will be held at Austin
Courtroom 1.

Secured creditor American Bank of Texas, N.A., sought for the
conversion of the Debtor's case, citing that:

   -- the plan proposed by the Debtor was filed in bad faith,

   -- neither the Debtor, The Kenneth G. and Karen Jo Martin
      Revocable Living Trust nor Martin have ever sold any real
      property or made any legitimate attempt to sell the property
      for the benefit of creditors in the bankruptcy case; and

   -- the Debtor has no current business operations, no business
      to preserve or reorganize and, thus, no reasonable
      likelihood of rehabilitation.

                     About LBJ Lakefront Inc.

Horseshoe Bay, Texas-based LBJ Lakefront Inc. filed for Chapter 11
bankruptcy protection on January 4, 2010 (Bankr. W.D. Tex. Case
No. 10-10023).  Mark Curtis Taylor, Esq., at Hohmann, Taube &
Summers, LLP, 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.


LBJ LAKEFRONT: Court Denies Confirmation of Reorganization Plan
---------------------------------------------------------------
The Hon. Craig A. Gargotta of the U.S. Bankruptcy Court for
the Western District of Texas denied the confirmation of LBJ
Lakefront Inc.'s proposed Plan of Reorganization.

As reported in the Troubled Company Reporter on April 19, 2010,
according to the explanatory Disclosure Statement, as amended, the
Plan proposes that allowed unsecured claims will be paid one-half
of the allowed amount of each claim on the 60th day after the
effective date and the balance 120 days after the effective date.
Equity Interests of the Debtor will continue unchanged.  A full-
text copy of the Disclosure Statement is available for free at
http://bankrupt.com/misc/LBJLakefront_AmendedDS.pdf

                     About LBJ Lakefront Inc.

Horseshoe Bay, Texas-based LBJ Lakefront Inc. filed for Chapter 11
bankruptcy protection on January 4, 2010 (Bankr. W.D. Texas Case
No. 10-10023).  Mark Curtis Taylor, Esq., at Hohmann, Taube &
Summers, LLP, 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.


LEXI DEVELOPMENT: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Lexi Development Company, Inc.
        7301 SW 57 Court, Suite 565
        South Miami, FL 33143

Bankruptcy Case No.: 10-27573

Chapter 11 Petition Date: June 23, 2010

Court: U.S. Bankruptcy Court
       Southern District of Florida (Miami)

Judge: A. Jay Cristol

Debtor's Counsel: Peter D. Russin, Esq
                  200 S Biscayne Boulevard #3000
                  Miami, FL 33131
                  Tel: (305) 358-6363
                  Fax: (305) 358-1221
                  E-mail: prussin@melandrussin.com

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

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

According to the schedules, the Company says that assets total $
while debts total $

The petition was signed by Scott A. Greenwald, president.

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Great Florida Bank                 Mezzanine Loan       $8,000,000
15050 NW 79 Court, Suite 200
Miami Lakes, FL 33016

Miami-Dade County Tax Collector    2008 Real              $554,923
Paralegal Unit                     Property Taxes
140 W Flagler Street, 14 FL
Miami, FL 33130

Miami-Dade County Tax Collector    2009 Real              $482,190
Paralegal Unit                     Property Taxes
140 W Flagler Street, 14 FL
Miami, FL 33130

The Lexi Condominium Association,  HOA                    $354,950
Inc.
c/o The Continental Group
2950 NW 28th Terr.
Hollywood, FL 33020

Roland Sabates                     Leased Unit            $294,000
7901 Hispanola Avenue, Unit 1602
N. Bay Village, FL 33141

Gerson Preston Robinson            Accounting Services     $60,240

Pegasus Interiors                  Build Outs for          $22,387
                                   Units

Modular Space Corporation          Trailer Rental          $17,241

Neal Realty & Investments, Inc.    Commission              $15,318

Siegfried Rivera Lerner            Legal Services          $15,243

Berman, Rennert, Vogel & Mandler   Legal Services for      $11,379
                                   2008 Property
                                   Tax Appeals

Jeffrey Bullard                    Security Deposit         $3,850


Noel Davis                         Security Deposit         $3,225

Claudia Glasser                    Rent                     $2,650

Claudia Glasser                    Security Deposit         $2,650

Zachary Weisz                      Rent                     $2,400

Zachary Weisz                      Security Deposit         $2,400

Stella Neumann                     Rent                     $2,390

Stella Neumann                     Security Deposit         $2,390

David Levin and Beth Cohen         Rent                     $2,325


LIBBEY INC: Files 2009 Annual Reports for Retirement Plans
----------------------------------------------------------
Libbey Inc. filed with the Securities and Exchange Commission
annual reports on Form 11-K for the period ended December 31,
2009, for:

     -- The Amended and Restated Libbey Inc. Retirement Savings
        Plan

        As of December 31, 2009, Net assets available for benefits
        were $73,842,048.

        See http://ResearchArchives.com/t/s?6559

     -- The Amended And Restated Libbey Inc. Supplemental
        Retirement Plan

        As of December 31, 2009, Net assets available for benefits
        were $41,292,923.

        See http://ResearchArchives.com/t/s?655a

                        About Libbey Inc.

Based in Toledo, Ohio, since 1888, Libbey, Inc., operates glass
tableware manufacturing plants in the United States in Louisiana
and Ohio, as well as in Mexico, China, Portugal and the
Netherlands.  Libbey supplies tabletop products to foodservice,
retail, industrial and business-to-business customers in over 100
countries.

The Company's balance sheet showed $776.9 million in total assets
and $795.2 million in total liabilities, for a $18.2 million
stockholders' deficit as of March 31, 2010.

                           *    *    *

According to the Troubled Company Reporter on Feb. 1, 2010,
Standard & Poor's Ratings Services said that it affirmed its "B"
corporate credit rating on Libbey Inc.  The outlook is stable.

In November, the TCR reported that Standard & Poor's lowered its
corporate credit rating on Libbey Inc. to 'SD' (selective default)
from 'B'.  The issue-level ratings remained on CreditWatch, where
S&P had placed them on June 11, 2009, following S&P's concerns
about the difficult operating environment facing Libbey, increased
leverage, and its ability to improve credit metrics.

In January 2010, Libbey's wholly owned subsidiary Libbey Glass
Inc. commenced a cash tender offer to purchase its outstanding
$306.0 million aggregate principal amount of Floating Rate Senior
Secured Notes due 2011.  The Tender Offer is scheduled to expire
February 22, 2010.  Holders who validly tender (and do not validly
withdraw) Notes and deliver their Consents at or prior to the
Consent Date will receive total consideration of $1,027.50 per
$1,000 principal amount of Notes, which includes $30 cash premium
per $1,000 if tendered early.


MAGIC BRANDS: Luby's Given Approval to Buy Fuddruckers
------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Magic Brands LLC
overcame objection from Tavistock Group and was given authority at
to sell the Fuddruckers stores and franchise business to
restaurant operator Luby's Inc. for $63.45 million.  Tavistock,
which was the stalking-horse bidder, made the first bid at auction
of $40 million.  It charged before the sale-approval hearing that
there were irregularities in the auction.  An order formally
approving the sale awaits the judge's signature.

Houston-based Luby's operates 96 restaurants, mostly in Texas.

Following the auction, Magic Brands said the sale "could" result
in full payment for unsecured creditors.

                       About Magic Brands

Based in Austin, Texas, Magic Brands, LLC --
http://www.fuddruckers.com/-- 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.
Fuddruckers was founded in 1980 in San Antonio, Texas.  It serves
hamburgers that are cooked to order and made with fresh
ingredients.  Magic Brands 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


MARK BRUNELL: Loan Defaults Prompts Chapter 11 Bankruptcy Filing
----------------------------------------------------------------
Ponte Vedra Beach, Florida-based Mark Brunell filed for Chapter 11
on June 25, 2010 (Bankr. M.D. Fla. Case No. 10-05550).

First Coast News reports that Mr. Brunell is a former Florida
Jaguars football player.  Mr. Brunell, together with his former
teammates, is facing multiple loan defaults in connection with his
company, Champion LLC.  Mr. Brunell failed to make payments on a
$2.2 million loan.


MEDCLEAN TECHNOLOGIES: Posts $1.6 Million Net Loss for Q1
---------------------------------------------------------
MedClean Technologies, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $1,585,104 on $268,867 of revenue
for the three months ended March 31, 2010, compared to a net loss
of $1,883,725 on $417,428 of revenue for the same period of 2009.

The Company's balance sheet at March 31, 2010, showed $1,785,501
in assets and $2,122,063 of liabilities, for a stockholders'
deficit of $336,562.

As reported in the Troubled Company Reporter on March 8, 2010,
Child, Van Wagoner & Bradshaw, PLLC, in Salt Lake City, expressed
substantial doubt about the Company's ability to continue as a
going concern after auditing the Company's financial statements
for the year ended ended December 31, 2009.  The independent
auditors noted that of the Company's substantial recurring losses.

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

               http://researcharchives.com/t/s?6561

                   About MedClean Technologies

Based in Bethel, Connecticut, MedClean Technologies, Inc.
(OTC BB: MCLN) -- http://www.medcleantechnologies.com/ --
provides services for the on site treatment and disposal of
regulated medical waste.


MEG ENERGY: S&P Puts 'BB-' Corp. Rating on CreditWatch Positive
---------------------------------------------------------------
Standard & Poor's Ratings Services said it placed its 'BB-' long-
term corporate credit and 'BB+' senior secured debt ratings on MEG
Energy Corp. on CreditWatch with positive implications.

"In S&P's opinion, MEG's project development track record,
operating performance to date and the company's consistent ability
to maintain a relatively moderate financial risk profile compared
with other steam-assisted gravity drainage start-ups have
strengthened its credit profile," said Standard & Poor's credit
analyst Michelle Dathorne.  "S&P believes MEG's liquidity and
financial flexibility should improve markedly after it completes
its recently announced IPO; if the IPO succeeds, the company's
expanded access to equity markets would further strengthen its
credit profile," Ms. Dathorne added.

The ratings on MEG reflect Standard & Poor's views of the
company's small production base, which ensures heavy reliance on
external funding to finance the company's growth initiatives; the
financial risks associated with developing capital-intensive oil
sands projects; and MEG's exposure to highly volatile hydrocarbon
prices and heavy oil differentials.  These weaknesses, which
hamper the company's credit profile, are somewhat offset by its
vast resource base, good visibility to long-term production
growth, and MEG's consistent ability to attract equity capital
during the initial phases of its Christina Lake in-situ steam-
assisted gravity drainage oil sands project.

MEG's large oil sands resource base consists of 1.7 billion
barrels of proven and probable in-situ oil sands reserves and
3.7 billion barrels of contingent resources.  Collectively, S&P
believes they provide above-average visibility to long-term
internal reserves and production growth for MEG.  Although there
are significant financial risks associated with developing the
resource base, there are no meaningful geological risks associated
with MEG's current production growth targets.  As a result, S&P
believes the company should be able to increase its production to
210,000 barrels per day through the three-phase development of its
Christina Lake assets by 2020.  There is the potential for further
production upside with developing its Surmont property and long-
term growth projects.

S&P expects to resolve the CreditWatch placement after MEG
completes its IPO, which should be within S&P's 90-day timeframe
for resolving CreditWatch placements.


MERUELO MADDUX: Posts $186.2 Million Net Loss for 2009
------------------------------------------------------
Meruelo Maddux Properties, Inc., filed its annual report,
reporting a net loss of $186.2 million on $24.3 million of revenue
for 2009, compared to a net loss of $95.2 million on $24.1 million
of revenue for 2008.

The Company's balance sheet at Dec. 31, 2009, showed $571.3
million in assets, $415.9 million of liabilities, and $155.4
million of stockholders' equity.

The Debtors filed their Chapter 11 Joint and Consolidated Plan of
Reorganization on December 1, 2009, and their disclosure statement
on December 4, 2009.  A hearing on the approval of the disclosure
statement was held on January 20, 2010.  The Court declined to
approve the disclosure statement at that time, and set a further
hearing on the disclosure statement.  As a result of the hearing
and various other factors, the Flower Debtors filed on Feb. 17,
2010, their First Amended Joint Disclosure Statement and First
Amended Joint Plan of Reorganization separate from the amended
plan filed in the Lead MMPI Case.

A hearing on the First Amended Disclosure Statement of the Flower
Debtors was scheduled for June 7, 2010, and has been continued to
a date as yet to be scheduled.  The Flower Debtors anticipate
filing a further amended plan.  On February 27, 2010, the MMPI
Debtors in the Lead MMPI Case filed their First Amended Joint
Chapter 11 Plan and their First Amended Disclosure Statement.  On
March 19, 2010, the Court held a hearing on the First Amended
Disclosure Statement.  The Debtors in the Lead Chapter 11 Case
filed their Second Amended Disclosure Statement and Second Amended
Joint Chapter 11 Plan on May 1, 2010, and then filed a
modification to such plan on June 11, 2010.  A hearing on the
modified Second Amended Disclosure Statement has been scheduled
for July 21, 2010.

In the Lead Chapter 11 Case, subject to further extensions granted
by the Bankruptcy Court, the Debtors' exclusive right to solicit
and obtain acceptances of their plan expires on September 30,
2010, except with regard to the Creditors' Committee, an equity
committee, and two minority shareholders, which have been
authorized to file a plan.  In the cases of Flower Debtors, the
Debtors' exclusive right to solicit and obtain acceptances of
their plan expires on August 30, 2010.

The Plan for the MMPI Debtors generally provide for the payment in
full of all creditor claims over time with interest.  Generally
the Company's secured creditors for the MMPI Debtors will be paid
interest over the term of the Plan and the principal balance will
be paid either through the sale of the property securing the note,
the refinance of the secured debt, or other satisfaction of the
secured creditors' claims.  The Plan also currently contemplates
that a stockholder's shares of the Company's common stock will be
treated in one of two different ways.  The stockholder may elect
to receive $0.08 per outstanding share.  Alternatively, the
stockholder may elect to receive a number of new shares of common
stock in the reorganized, post-bankruptcy company equal to the
number of shares of the Company's existing common stock held by
the stockholder.  The second option will require that the
stockholder make a cash payment to the Company equal to $0.07 per
new share, in addition to exchanging the stockholder's old shares
for the new shares.  The new shares will be subject to significant
ownership limits and transfer restrictions in the Company's
organizational documents and will not be freely tradeable.  If as
a result of the second option the Company would have 300 or more
stockholders, it will effect a reverse stock split to eliminate
stockholders so that it has fewer than 300.  The Company's
operating partnership will be merged into MMPI and the operating
partnership's equity interests will be canceled.  Payment under
the Plan by the MMPI Debtors will be funded from operations, sale
and refinance of certain of the Company's assets, and from other
sources.

The Company is actively attempting to reach agreements with its
lenders to extend the maturity dates on its notes and
significantly reduce its interest rates.  The Company has
completed settlement agreements with six lenders and has obtained
the necessary bankruptcy court approval with loans totaling
approximately $172.4 million.  On April 26, 2010, and in
connection with the sale of 705 W. Ninth Street, the Company paid
off its $84.0 million construction loan secured by this project.

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

               http://researcharchives.com/t/s?655e

                       About Meruelo Maddux

Based in Los Angeles, Meruelo Maddux Properties, Inc.
- http://www.meruelomaddux.com/- is a self-managed, full-service
real estate company that develops, redevelops and owns commercial
and residential properties located in downtown Los Angeles and
other densely populated urban areas in California.   The Company's
operations are predominantly carried on through, and its assets
are owned through, Meruelo Maddux Properties, L.P., which the
Company refers to as its operating partnership.  As of
December 31, 2009, the Company held a 99.6% interest in its
operating partnership.  The Company is also the sole general
partner of its operating partnership.  The Company is structured
as a taxable corporation under Subchapter C of the Internal
Revenue Code of 1986, as amended.

As of December 31, 2009, the Company owns 27 rental projects and
16 projects held for real estate development.  Most of the
Company's projects are located in or around the downtown area of
Los Angeles.

On March 26 and March 27, 2009, Meruelo Maddux and 53 of its
direct and indirect subsidiaries and affiliates filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code
(Bankr. C. D. Calif. Lead Case No. 09-13356).  Aaron De Leest,
Esq., John J. Bingham, Jr., Esq., and John N. Tedford, Esq., at
Danning Gill Diamond & Kollitz, represent the Debtors in their
restructuring efforts.  Asa S. Hami, Esq., Tamar Kouyoumjian,
Esq., and Victor A. Sahn, Esq., at SulmeyerKupetz, A Prof Corp,
represent the official committee of unsecured creditors as
counsel.

On September 3, 2009, two additional MMPI subsidiaries, Meruelo
Maddux-845 S. Flower Street, LLC and Meruelo Chinatown, LLC (the
"Flower Debtors"), filed voluntary petitions for relief under
Chapter 11 of the Bankruptcy Code in the Bankruptcy Court, Case
Nos. 09-21621 and 09-21622, respectively.  These cases relate to
the Company's high-rise residential project at 705 W. Ninth
Street, and are not jointly administered under the Lead Chapter 11
Case.

The Debtors' financial condition as of December 31, 2008, showed
$681,769,000 in assets and $342,022,000 of debts.


MIRE INVESTMENT: Filed For Chapter 11 Bankruptcy in Washington
--------------------------------------------------------------
Rolf Boone, staff writer at The News Tribune, reports that Mire
Investment Inc. filed for bankruptcy under Chapter 11 in the U.S.
Bankruptcy Court in the Western District of Washington.

The Company listed assets of $6.47 million and debts of
$6.5 million.  At the end of the month, the hotel showed room
sales and rental income of about $33,000, compared with expenses
of about $55,000, according to the report.

Mire Investment Inc. operates Capitol Plaza, formerly Clarion
Hotel.


MOVIE GALLERY: Gamers Factory Wants to Top COKeM's Offer
--------------------------------------------------------
Julie Zeveloff at Forbes.com reports that Gamers Factory Inc. is
planning to block the sale of video games and accessories from
Movie Gallery worth $3 million to COKeM International Ltd.  Gamers
demanded to be allowed to bid for the assets, saying it would top
COKeM's by $50,000.

                       About Movie Gallery

Based in Wilsonville, Ore., Movie Gallery, Inc., is the second
largest North American video and game rental company, operating
stores in the U.S. and Canada under the Movie Gallery, Hollywood
Video and Game Crazy brands.

Movie Gallery first filed for Chapter 11 on Oct. 16, 2007 (Bankr.
E.D. Va. Case Nos. 07-33849 to 07-33853).  Kirkland & Ellis LLP
and Kutak Rock LLP represented the Debtors.  The Company emerged
from bankruptcy on May 20, 2008, with private-investment firms
Sopris Capital Advisors LLC and Aspen Advisors LLC as its
principal owners.  William Kaye was appointed plan administrator
and litigation trustee.

Movie Gallery returned to Chapter 11 protection on February 3,
2009 (Bankr. E.D. Va. Case No. 10-30696).  Attorneys at
Sonnenschein Nath & Rosenthal LLP and Kutak Rock LLP represent the
Debtors in their second restructuring effort.  Kurtzman Carson
Consultants serves as claims and notice agent.


NEFF CORP: U.S. Trustee Objects to Terms of Advisors' Retention
---------------------------------------------------------------
Dow Jones Daily Bankruptcy Review reports the United States
Trustee is protesting Neff Corp.'s request to hire bankruptcy
professionals AlixPartners LLP, Deloitte Tax LLP and Miller
Buckfire & Co.  The U.S. Trustee argues the firms' employment
contracts would unfairly limit their liability, even in cases of
gross negligence, or require Neff to pay their legal bills.

The Troubled Company Reporter has reported about Neff's request to
employ these firms.  Neff is seeking permission to employ:

     -- AlixPartners, LLP, as restructuring advisor;
     -- Miller Buckfire & Co., LLC, as investment banker; and
     -- Deloitte Tax as tax advisor.

Neff is also seeking permission to employ Kirkland & Ellis LLP as
general bankruptcy counsel; Togut, Segal & Segal LLP as conflicts
counsel; and Kurtzman Carson Consultants LLC as notice and claims
agent.

                         About Neff Corp.

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

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

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


NOVA CHEMICAL: Moody's Affirms Corporate Family Rating at 'Ba3'
---------------------------------------------------------------
Moody's Investors Service raised Nova Chemical Corporation's
Speculative Grade Liquidity rating to SGL-2 from SGL-3 reflecting
the expectation that NOVA will have better than previously
estimated liquidity as working capital is likely to generate cash
in the second quarter as selling prices have fallen and demand has
slowed in the past month.

Moody's also affirmed NOVA's existing ratings (Corporate Family
Rating, CFR, of Ba3) and its stable outlook.  Moody's also
adjusted the LGD point estimates to reflect the upcoming maturity
of unsecured notes in August.

"We believe that NOVA's strong first quarter, and the likelihood
of even better cash margins in April and May, combined with the
more recent decline in polyethylene prices and slowing demand will
enable it to generate positive free cash flow in the second
quarter, which will help fund the C$250 million maturity in
August", commented John Rogers Senior Vice President at Moody's.
"However, if NOVA fails to term out additional debt by year-end,
Moody's could lower its Speculative Grade Liquidity rating back to
SGL-3 in 2011 due to a $400 million debt maturity in January 2012.

The company's Speculative Grade Liquidity rating of SGL-2 is due
to the expectation that balance sheet cash plus free cash flow
will significantly exceed required debt repayments in 2010.
However, Moody's believes that NOVA will need to draw over
$50-100 million under its revolver temporarily to fund the August
maturity.  Liquidity will remain an on-going issue for NOVA with
over $800 million of debt maturities in 2012 and 2013.  These
maturities are likely to be coincident with a trough in global
ethylene and polyethylene margins as new international capacity
additions exceed global demand growth.  Although, refinancing a
large part of its capital structure in the trough of the cycle
normally carries significant refinancing risk, Moody's believes
that it will be less of an issue as cash margins will likely
remain well above prior trough levels due to advantaged feedstock
prices in North America relative to the export markets in Asia and
Latin America.

The affirmation of NOVA's Ba3 CFR reflects its strengthening
credit profile, plus a one notch ratings uplift based on Moody's
Joint-Default Analysis for GRIs.  Joint-Default Analysis factors
in a baseline, or standalone, credit assessment, and, in the case
of NOVA, an assumption of a low level of support by the government
of Abu Dhabi in the event of financial stress, and a low level of
correlation of default risk between NOVA and the government of Abu
Dhabi.  NOVA's BCA of 14 (equivalent to B1) is consistent with
NOVA's limited product and operational diversification, exposure
to volatile petrochemical feedstocks, and its position as the
fifth largest polyethylene producer in North America.  Moody's has
also factored in the impact of modest declines in feedstock
availability to NOVA's Joffre cracker due to lower exports of
natural gas to the U.S. Moody's noted that NOVA's quarterly
performance is likely to undergo substantial swings in
profitability (and losses) largely due to the volatility of
Alberta feedstock prices in combination with periodic price
weakness due to short term supply/demand imbalances in the trough
of the cycle.

The last rating action on NOVA was October 14, 2009, when Moody's
assigned ratings over $700 million of NOVA's new senior unsecured
notes.

Nova Chemicals Company, headquartered in Calgary, Alberta, Canada
and a wholly owned subsidiary of IPIC, is a leading producer of
ethylene and polyethylene.  NOVA reported revenues of $4.6 billion
for the last twelve months ended March 31, 2010.  IPIC is wholly
owned by the Government of the Emirate of Abu Dhabi.  Its mandate
is to invest in the hydrocarbon sector outside the Emirate of Abu
Dhabi and is rated Aa2 by Moody's.


NPC INTERNATIONAL: S&P Gives Stable Outlook, Affirms 'B' Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it has revised its
outlook on Pittsburg, Kan.-based NPC International Inc. to stable
from negative.  At the same time, S&P affirmed all ratings on the
company, including the 'B' corporate credit rating.

"The rating outlook revision reflects the improvement in NPC's
lease-adjusted operating margins (before depreciation and
amortization) over the last two quarters, after a period of
declining performance in 2009, and S&P's expectation that the
company will likely sustain the recent improvement in the next
several quarters," said Standard & Poor's credit analyst Andy
Sookram.  Operating margins increased from around 13.5% for the
quarterly period ended Sept. 30, 2009, to 14.2% in the Dec. 2009
period, and to 16.5% in the March 30, 2010 period.  In addition,
the company's same store sales have improved from negative levels
in 2009, to about positive 10% for the quarter ended March 30,
2010.  The better operating performance resulted from the
company's $10 Any Pizza promotion, as well as its pasta and wing
early-week specials.  S&P think that while the economic
environment will likely remain challenging for quick service
restaurants, the company's value initiatives, product innovation
and cost reduction efforts should help it to sustain the recent
improvement in operating performance.

NPC's credit measures have improved and, in S&P's opinion, remain
appropriate for the 'B' corporate credit rating.  Lease-adjusted
debt to EBITDA declined to 5.5x at March 30, 2010, from 6.1x for
the same period last year, as the company used cash flow to reduce
outstanding debt.  EBITDA coverage of interest expense rose
improved slightly, to nearly 2.5x from 2.2x the same time last
year.  The ratings incorporate S&P's expectation that NPC will
continue to use excess cash flow to reduce debt, which combined
with S&P's earnings expectation will likely lead to debt to EBITDA
in the low 5x area in the next several quarters.


OCEAN PARK HOTELS-TOY: Can Continue Using Cash Collateral
---------------------------------------------------------
Ocean Park Hotels-TOY, LLC, and Ocean Park Hotels-TOP, LLC,
obtained authorization from the U.S. Bankruptcy Court for the
Central District of California to continue using the cash
collateral of Nationwide Life Insurance Company until July 9,
2010.

Nationwide has consented to the Debtors' continued use of cash
collateral.

The final hearing on the Debtors' use of cash collateral scheduled
for June 22, 2010, will be continued until July 7, 2010, at
10:00 a.m.

Nationwide was given until June 25, 2010, to file and serve any
objections to the entry of a final order on the Debtors' request
to use cash collateral.

San Luis Obispo, California-based Ocean Park Hotels - TOY LLC --
tra Courtyard by Marriot-Thousand Oaks/Ventura; dba Marriott
Courtyard, Courtyard-Thousand Oaks, and Marritott Courtyard-
Thousand Oaks -- filed for Chapter 11 bankruptcy protection on
May 6, 2010 (Bankr. C.D. Calif. Case No. 10-15358).  Jeffrey N.
Pomerantz, Esq., who has an office in Los Angeles, California,
assists the Company in its restructuring effort.  The Company
estimated its assets and debts at $10,000,001 to $50,000,000.

The Debtor's affiliate, Ocean Park Hotels -TOP, LLC (Case No. 10-
15359) filed a separate Chapter 11 petition on May 6, 2010.


OCEAN PARK HOTELS-TOY: Files Schedules of Assets & Liabilities
--------------------------------------------------------------
Ocean Park Hotels-TOY, LLC, has filed with the U.S. Bankruptcy
Court for the Central District of California its schedules of
assets and liabilities, disclosing:

  Name of Schedule                     Assets         Liabilities
  ----------------                     ------         -----------
A. Real Property                   $19,000,000
B. Personal Property                $4,787,227
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                    $24,257,251
E. Creditors Holding
   Unsecured Priority
   Claims                                                $17,777
F. Creditors Holding
   Unsecured Non-priority
   Claims                                               $502,034
                                   -----------       -----------
      TOTAL                        $23,787,227       $24,777,063

San Luis Obispo, California-based Ocean Park Hotels - TOY LLC --
tra Courtyard by Marriot-Thousand Oaks/Ventura; dba Marriott
Courtyard, Courtyard-Thousand Oaks, and Marritott Courtyard-
Thousand Oaks -- filed for Chapter 11 bankruptcy protection on
May 6, 2010 (Bankr. C.D. Calif. Case No. 10-15358).  Jeffrey N.
Pomerantz, Esq., who has an office in Los Angeles, California,
assists the Company in its restructuring effort.  The Company
estimated its assets and debts at $10,000,001 to $50,000,000.

The Debtor's affiliate, Ocean Park Hotels -TOP, LLC (Case No. 10-
15359) filed a separate Chapter 11 petition on May 6, 2010.


OCEAN PARK HOTELS-TOP: Can Continue Using Cash Collateral
---------------------------------------------------------
Ocean Park Hotels-TOY, LLC, and Ocean Park Hotels-TOP, LLC,
obtained authorization from the U.S. Bankruptcy Court for the
Central District of California to continue using the cash
collateral of Nationwide Life Insurance Company until July 9,
2010.

Nationwide has consented to the Debtors' continued use of cash
collateral.

The final hearing on the Debtors' use of cash collateral scheduled
for June 22, 2010, will be continued until July 7, 2010, at
10:00 a.m.

Nationwide was given until June 25, 2010, to file and serve any
objections to the entry of a final order on the Debtors' request
to use cash collateral.

San Luis Obispo, California-based Ocean Park Hotels - TOY LLC --
tra Courtyard by Marriot-Thousand Oaks/Ventura; dba Marriott
Courtyard, Courtyard-Thousand Oaks, and Marritott Courtyard-
Thousand Oaks -- filed for Chapter 11 bankruptcy protection on
May 6, 2010 (Bankr. C.D. Calif. Case No. 10-15358).  Jeffrey N.
Pomerantz, Esq., who has an office in Los Angeles, California,
assists the Company in its restructuring effort.  The Company
estimated its assets and debts at $10,000,001 to $50,000,000.

The Debtor's affiliate, Ocean Park Hotels -TOP, LLC (Case No. 10-
15359) filed a separate Chapter 11 petition on May 6, 2010.


OCEAN PARK HOTELS-TOP: Files Schedules of Assets & Liabilities
--------------------------------------------------------------
Ocean Park Hotels-TOP, LLC, has filed with the U.S. Bankruptcy
Court for the Central District of California its schedules of
assets and liabilities, disclosing:

  Name of Schedule                     Assets         Liabilities
  ----------------                     ------         -----------
A. Real Property                   $12,000,000
B. Personal Property                $2,174,917
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                    $24,322,695
E. Creditors Holding
   Unsecured Priority
   Claims                                                $11,892
F. Creditors Holding
   Unsecured Non-priority
   Claims                                                $60,658
                                   -----------       -----------
TOTAL                              $14,174,917       $24,395,245

San Luis Obispo, California-based Ocean Park Hotels - TOY LLC --
tra Courtyard by Marriot-Thousand Oaks/Ventura; dba Marriott
Courtyard, Courtyard-Thousand Oaks, and Marritott Courtyard-
Thousand Oaks -- filed for Chapter 11 bankruptcy protection on
May 6, 2010 (Bankr. C.D. Calif. Case No. 10-15358).  Jeffrey N.
Pomerantz, Esq., who has an office in Los Angeles, California,
assists the Company in its restructuring effort.  The Company
estimated its assets and debts at $10,000,001 to $50,000,000.

The Debtor's affiliate, Ocean Park Hotels -TOP, LLC (Case No. 10-
15359) filed a separate Chapter 11 petition on May 6, 2010.


OCWEN FINANCIAL: Fitch Assigns 'BB-' Rating on $350 Mil. Loan
-------------------------------------------------------------
Fitch Ratings expects to assign a 'BB-' rating to Ocwen Financial
Corp's $350 million Senior Secured facility maturing in 2015.
Proceeds from the new loan facility are expected to be used to
replace the bridge financing to be used to fund Ocwen's purchase
of the HomEq Servicing portfolio and as additional acquisition
financing.  A complete list of Ocwen's ratings follows this
release.

In addition, Fitch will also assign Recovery Ratings to the
company's senior secured facility.  The RR on the senior secured
facility is expected to be 'RR3' based on the collateral coverage
for these instruments.  An 'RR3' implies 'Good' recovery
prospects.

The current ratings reflect Ocwen's stable operating and funding
profile as well as its capable loss mitigation capabilities in the
subprime arena and significant cost advantages.  Ocwen's Rating
Outlook is Stable which reflects the company's ability to generate
a reliable earnings stream and stable operating cash flows
consistent with the rating level.  Fitch expects that Ocwen's cash
position following the close of the HomEq Servicing portfolio will
allow the company to add volume and fund additional MSR purchases
if needed.  Fitch believes that near term demand for subprime and
special serving will remain firm with potential upside from third
party sources.

As a low cost servicer for subprime and high risk assets, Fitch
believes that while the company's expertise will remain in demand
for the near future, longer term the company's performance may
come under pressure as the subprime share of the mortgage market
shrinks in line with a broader economic recovery.

Fitch currently rates Ocwen:

  -- Long-term Issuer Default Rating 'B+';
  -- Short-term IDR 'B';

Fitch expects to assign these ratings to Ocwen:

  -- Senior Secured 'BB-/RR3'.

The Rating Outlook is Stable.


OLD AUGUSTA: Case Summary & 7 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Old Augusta Development Group, Inc.
        929 Ralph Rahn Road
        Rincon, GA 31326
        912-656-4268

Bankruptcy Case No.: 10-41302

Chapter 11 Petition Date: June 23, 2010

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

Debtor's Counsel: James L. Drake, Jr., Esq.
                  P.O. Box 9945
                  Savannah, GA 31412
                  Tel: (912) 790-1533
                  E-mail: jdrake7@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
$8,901,136 while debts total $9,322,789.

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/gasb10-41302.pdf

The petition was signed by F. Parker Rahn, CFO.


PAJAAMCO FAMILY: Wants Until July 21 to File Reorganization Plan
----------------------------------------------------------------
PAJAAMCO Family Limited Partnership asks the U.S. Bankruptcy Court
for the Southern District of Texas to extend its exclusive periods
to file and solicit acceptances for the proposed a Plan of
Reorganization until July 21, 2010, and September 21,
respectively.

The Debtors filed their request for an extension before the
exclusive periods was set to expire on June 3.

McAllen, Texas-based PAJAAMCO Family Limited Partnership, fdba
Pajamco Family Limited Partnership, filed for Chapter 11
bankruptcy protection on January 4, 2010 (Bankr. S.D. Texas Case
No. 10-70010).  John Kurt Stephen, Esq., at Cardena Whitis and
Stephen, assists the Company in its restructuring effort.  The
Company has assets of $26,760,745, and total debts of $15,664,200.


PENHALL INTERNATIONAL: S&P Cuts Corp. Credit Rating to 'CCC-'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Anaheim,
Calif.-based Penhall International Corp., including the long-term
corporate credit rating, to 'CCC-' from 'CCC+'.  The outlook is
negative.

"The downgrade reflects Standard & Poor's views that the risk of a
covenant violation in the near term has increased," said Standard
& Poor's credit analyst Sarah Wyeth.  If the company violates
financial covenants, it may be difficult to receive relief from
lenders.  "Given limited liquidity, if Penhall cannot generate
positive free cash flow, S&P believes it could have difficulty
servicing its debt obligations," she continued.

The ratings on Penhall reflect the company's modest positions in
the small and fragmented niche construction services market and
related equipment rental markets, as well as its highly leveraged
financial risk profile.

Penhall provides construction and demolition contracting services,
such as concrete cutting and highway grinding.  The company has
limited geographic diversity, with about 37% of its sales
resulting from projects in California.  The majority of the work
depends on publicly financed, highway-related projects or
commercial construction.  Recently, spending for highway
renovation and commercial construction in California has been weak
or delayed and work for Penhall has declined.

Standard & Poor's could lower the ratings on Penhall if the
likelihood of the company defaulting on financial obligations
increases.  S&P could take a positive ratings action if the
company avoids a covenant violation or, if the company does
violate a covenant, it receives adequate relief.  In addition, S&P
would expect free cash flow to be positive and sufficient to meet
financial obligations.


PERRY ELLIS: Moody's Gives Positive Outlook; Affirms 'B2' Rating
----------------------------------------------------------------
Moody's Investors Service revised Perry Ellis International Inc.'s
ratings outlook to positive from negative.  Concurrently, Moody's
affirmed the company's B2 Corporate Family and Probability of
Default Ratings, as well as the B3 rating on its subordinated
notes.

"The positive outlook reflects our expectation for sustained
improvement in Perry Ellis' operating performance, which is
supported by the resumption of profitable growth through
incremental business with existing and new customers, and margin
improvement through cost containment and better inventory
management," stated Moody's Analyst, Mike Zuccaro.  Perry Ellis
has also significantly improved its liquidity and credit metrics
over the last nine months, aided by strong free cash flow and debt
reduction.

The affirmation of the B2 Corporate Family Rating considers Perry
Ellis' moderate scale in the global apparel industry, narrow focus
in the men's sportswear segment and high customer sales
concentration.  The company's operating margins remain weak
relative to other global apparel companies, but have shown recent
improvement.  The rating also reflects the expectation for
continued to use of acquisitions to support growth.  Perry Ellis'
ratings gain significant support from its strong credit metrics,
as well as the expectation for good liquidity over the
intermediate term.  Its well-known brand portfolio and channel
diversification also provide ratings support.

Sustainable improvement in earnings and margins, while maintaining
strong credit metrics and good liquidity could lead to a ratings
upgrade.  Conversely, stabilization of the outlook could occur
with any deterioration in margins or Debt/EBITDA, near term debt
funded acquisitions or share repurchases, or a deterioration in
liquidity.

Ratings affirmed:

  -- Corporate Family Rating at B2;
  -- Probability of Default Rating at B2;
  -- Senior subordinated notes at B3 (LGD5, 76%)

Moody's last rating action on Perry Ellis was on March 24, 2009,
when the company's Corporate Family Rating was downgraded to B2
with a negative outlook.

Perry Ellis designs, sources, markets and licenses a portfolio of
men's and women's apparel, accessories and fragrances.  Total
revenue for the twelve months ending May 1, 2010 was $755 million.


PHILADELPHIA NEWSPAPERS: Seeks to Block Ex-CEO's Testimony
----------------------------------------------------------
Eric Morath at Dow Jones Daily Bankruptcy Review reports that
Philadelphia Newspapers LLC is attempting to get its former Chief
Executive Brian P. Tierney out of testifying at the company's
Chapter 11 plan confirmation hearing that began Thursday.
According to the report, the company said in bankruptcy court
papers that Mr. Tierney is not required to appear in part because
the subpoena was not delivered to him, but instead to his niece.

The report relates the Debtors' lawyers said a copy of the
subpoena was handed to Mr. Tierney's niece who was at Mr.
Tierney's residence while he was in Europe, traveling with his
family.  They said that attempt was a violation of court rules
that require "personal service of subpoenas."  They also noted
that Mr. Tierney doesn't plan to return to the U.S. until Monday
evening, the day the three-day hearing is scheduled to conclude.

The Journal notes that Mr. Tierney quit as the head of
Philadelphia Newspapers shortly after lenders thwarted his attempt
to retain control of the company upon its exit from bankruptcy.
Those lenders are now in line to acquire the newspaper publisher.
According to the Journal, the request for Mr. Tierney to appear
came from Vahan and Danielle Gureghian and Charter School
Management Inc.  The Gureghians have filed suit against the
company and Mr. Tierney in connection to stories that ran in 2008.

According to the Journal, the Debtors' lawyers said the request is
really an attempt "to harass him regarding the underlying
lawsuit."  The Debtors have offered up General Counsel Scott
Baker, who participated in bankruptcy negotiations along side Mr.
Tierney.

                  New Owners Eye Pension Changes

Maryclaire Dale at The Associated Press reports that Angelo Gordon
& Co., Credit Suisse and other creditors, who won the auction of
The Philadelphia Inquirer and the Philadelphia Daily News, pledge
to keep both newspapers alive but expect more cost-cutting,
including possible salary cuts, furloughs and pension changes.
The AP relates the creditors' lawyer said after a bankruptcy
confirmation hearing Thursday that the creditors hope to move
employees from defined pensions to 401k plans or some mix of both.

The AP relates a bankruptcy court hearing to confirm the sale
began Thursday with discussions about who will assume liability
for pending defamation lawsuits.  The hearing continued Friday
with pensions on the agenda.

The AP relates the creditors say they are looking to switch from
defined pensions to 401k plans after the expected Aug. 1 closing
date, and will assume no prior pension obligations.  The AP
relates contract talks are under way with about 14 unions that
represent employees at the newspapers, including a Teamsters local
representing drivers and others and a local unit of the Newspaper
Guild.

"No purchaser of this newspaper was going to take on the pension
plans. It's simply not feasible," said creditors' lawyer Fred
Hodara, Esq., according to the AP.  Mr. Hodara said the plans may
be underfunded, but they are not unfunded.

The AP relates the Guild objected to the confirmation on grounds
the prior owners should be made to pay "withdrawal liability" of
$58 million for withdrawing from the pension fund.  The fund is
currently poised to honor payments for only about 20 years,
administrator Bill Ross said, the AP relates.

                          Bankruptcy Plan

As reported by the Troubled Company Reporter on April 29, 2010,
Philadelphia Newspapers held an auction where, senior lenders'
$139 million offer emerged as the highest bid.  According to a
report by the Philadelphia Inquirer, the deal includes:

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

According to Bloomberg News, to confirm the plan, $22.3 million
must be spent to pay priority claims and expenses of the Chapter
11 case, including professional fees.  The secured lenders, owed
almost $319 million, are predicted to have a 36% recovery.  The
lenders are entitled to split $86 million cash.  In addition, they
receive title to real property where the newspapers operate.  The
real estate is estimated to be worth $29.5 million, for a
$115.5 million total recovery by the lenders.  The lenders waive
the deficiency claims resulting when the assets didn't have enough
value to cover their secured claims.  Lenders who provided
financing commitments for the auction elected to take equity
rather than cash.  As a result, at least $41 million will be
returned to the purchasers.  The holders of $110 million in pre-
bankruptcy unsecured mezzanine claims are slated for a 1.5%
recovery from 2.3% of the new equity and a sharing in recoveries
by a liquidating trust.  General unsecured creditors with $4.8
million in claims could recover nothing to 23%, the disclosure
statement says.

                   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.


PPL CAPITAL: Fitch Assigns 'BB+' Rating on $1.15 Billion Notes
--------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to PPL Capital Funding,
Inc.'s new $1.15 billion issue of 4.625% junior subordinated
notes, which are a component of PPL Corp.'s issue of a like amount
of equity units.  The Rating Outlook is Stable.

The equity units consist of the PPL Capital Funding junior
subordinated notes due 2018 and a forward purchase contract
obligating the holder to purchase, no later than July 1, 2013, a
stated number of PPL common stock.  The notes initially will be
subordinate and junior to all senior indebtedness of PPL Capital
Funding.  Prior to July 1, 2015, PPL Capital Funding will have the
right to defer interest on the notes one or more times for one or
more consecutive interest periods without giving rise to an event
of default.  Net proceeds of this offering and a concurrent common
stock offering will be used to finance a portion of PPL's pending
acquisition of E.ON U.S., the parent of Louisville Gas and
Electric Company and Kentucky Utilities Company.

The notes will be pledged as security for the holders obligation
to purchase the PPL common stock by July 1, 2013.  The securities
will be remarketed in 2013 as either senior or subordinated
unsecured obligations of PPL Capital Funding and will remain
outstanding until maturity in 2018.  The notes will initially pay
a fixed 4.625% rate of interest through July 1, 2013, payable
quarterly.  Holders of the equity units will also receive
quarterly contract payments of 4.875% on the forward purchase
contract.  The company may elect to remarket the notes as fixed-
rate notes and/or floating-rate notes.

When analyzing the financial leverage of PPL Corp. Fitch will
allocate 100% of the principal of the junior subordinated notes to
adjusted equity.  Key features supporting class E equity credit
are the mandatory conversion feature, the three-year conversion
period, the post-exchange instrument of common stock, the
relatively narrow band of the exchange ratio, the junior
subordinated ranking and an optional interest deferral period.


RANCHER ENERGY: Delays Filing of Form 10-K for FY Ended March 31
----------------------------------------------------------------
Rancher Energy Corp. reports that its annual report on Form 10-K
for the year ended March 31, 2010, could not be filed within the
prescribed time period, as the closing of the books and the
process of preparing the Company's financial statements for the
year ended March 31, 2010, has been delayed due to the focus of
the Company's resources on the bankruptcy process.

The Company expects to report a net loss of roughly $20.3 million
for the year ended March 31, 2010.

                       About Rancher Energy

Rancher Energy Corp. (OTC BB: RNCHQ) --
http://www.rancherenergy.com/--is an independent energy company
that explores for and develops produces,  and markets oil and gas
in North America.  The Company operates three oil fields in the
Powder River Basin, Wyoming. The Company was formerly known as
Metalex Resources, Inc. and changed its name to Rancher Energy
Corp. in 2006.   Rancher Energy Corp. was incorporated in the
State of Nevada on February 4, 2004, and is headquartered in
Denver, Colorado.

Rancher Energy filed for Chapter 11 bankruptcy protection on
October 28, 2009 (Bankr. D. Colo. Case No. 09-32943).  Herbert A.
Delap, Esq., who has an office in Denver, Colorado, assists the
Debtor in its restructuring efforts.  The Company listed
$10,000,001 to $50,000,000 in assets and $10,000,001 to
$50,000,000 in liabilities.


RASUL ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Rasul Enterprises, Inc.
        3363 Estes Drive
        Atlanta, GA 30349

Bankruptcy Case No.: 10-78127

Chapter 11 Petition Date: June 22, 2010

Court: U.S. Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: J. Robert Williamson, Esq.
                  Scroggins and Williamson
                  1500 Candler Building
                  127 Peachtree Street, N.E.
                  Atlanta, GA 30303
                  Tel: (404) 893-3880
                  E-mail: rwilliamson@swlawfirm.com

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

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

A copy of the Company's list 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ganb10-78127.pdf

The petition was signed by William Rasul, CEO.

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
4 Rasul Enterprises, LLC              10-78126            06/22/10


RUSSELL HOBBS: S&P Withdraws 'B' Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services said that it withdrew its 'B'
corporate credit rating on small appliance manufacturer Russell
Hobbs Inc. following the completion of its acquisition by Spectrum
Brands Inc. (B/Stable/--).

                           Ratings List

                        Ratings withdrawn

                        Russell Hobbs Inc.

                                  To            From
                                  --            ----
       Corporate credit rating    NR            B/Stable/--


RVL TEXAS: Chapter 11 Reorganization Case Dismissed
---------------------------------------------------
The Hon. Richard S. Schmidt of the U.S. Bankruptcy Court for
the Southern District of Texas dismissed the Chapter 11 case of
RVL Texas Properties, LLC, at the behest of secured creditor
LIRVP, LLC.

Addison, Texas-based RVL Texas Properties, LLC, filed for
Chapter 11 bankruptcy protection on January 4, 2010 (Bankr. S.D.
Texas Case No. 10-20009).  Joyce Williams Lindauer, Esq., who has
an office in Dallas, Texas, assisted the Debtor 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.


SAND TECHNOLOGY: Posts C$1.2-Mil. Net Loss for Q3 Ended April 30
----------------------------------------------------------------
SAND Technology Inc. reported a net loss of C$1,175,229 on
C$966,654 of revenue for the three-month period ended April 30,
2010, compared to net income of C$300,697 on C$2,371,632 of
revenue for the same period ended April 30, 2009.

Tom O'Donnell, President and CEO of SAND Technology stated, "The
current quarterly results were obviously unsatisfactory.  In the
last quarter, we have begun significant restructuring of the sales
and marketing function.  All North American and UK sales and
marketing personnel have been replaced.  The problem at SAND is
sales and marketing which can and will be fixed.  The technology
is sound and in many aspects cutting edge.  We continue to have
access to funding SAND through private placements if the need
should arise but are focusing on funding the company through
internal cash generation."

The Company's balance sheet at April 30, 2010, showed C$1,583,670
in assets and C$4,081,485 of liabilities, for a stockholders'
deficit of C$2,497,815.

"In light of operating losses suffered in the past years, the
Corporation's ability to realize its assets and discharge its
liabilities depends on the continued financial support of its
shareholders and debenture holders, its ability to obtain
additional financing and its ability to achieve revenue growth.
The Corporation is executing a business plan to allow it to
continue as a going concern which is to continue to search for
additional sources of debt and equity financing, and achieve
profitability through cost containment and revenue growth.  There
can be no assurance that the Corporation's activities will be
successful."

"While the financial statements have been prepared on the basis of
accounting principles applicable to a going concern, current
global economic turbulence and liquidity crisis cast substantial
doubt upon validity of this assumption.'

A full-text copy of the unaudited interim consolidated financial
statements of SAND Technology Inc. for the nine-month and three-
month periods ended April 30, 2010, is available for free at:

               http://ResearchArchives.com/t/s?6564

A full-text copy of Management's Discussion & Analysis of the
quarterly report for the third quarter ended April 30, 2010, is
available for free at http://ResearchArchives.com/t/s?6565

A full-text copy of the Company's earnings release is available
for free at http://ResearchArchives.com/t/s?6563

                      About SAND Technology

Westmount, Quebec-based SAND Technology Inc. (OTC BB: SNDTF)
-- http://www.sand.com/-- is an international provider of leading
column-based database software for storing, accessing, and
analyzing large amounts of data on-demand while lowering TCO,
leveraging existing infrastructure and improving operational
performance.

SAND solutions include CRM analytics, and specialized applications
for government, healthcare, financial services,
telecommunications, retail, transportation, and other business
sectors.  SAND Technology has offices in the United States,
Canada, the United Kingdom and Central Europe.


SCE PARTNERS: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: SCE Partners, LLC
        21718 Vermont Avenue # 203
        Torrance, CA 90502

Bankruptcy Case No.: 10-41114

Chapter 11 Petition Date: June 22, 2010

Court: U.S. Bankruptcy Court
       District of Idaho (Pocatello)

Judge: Jim D. Pappas

Debtor's Counsel: Monte C. Gray, Esq.
                  Gray Law Offices, PLLC
                  P.O. Box 37
                  Pocatello, ID 83204
                  Tel: (208) 478-1250
                  E-mail: montegray@cableone.net

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

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

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

The petition was signed by Tim Marshall, managing member.


SKYLINE WOODS: Bankr. Ct. Not Required to Revisit Sale Order
------------------------------------------------------------
WestLaw reports that the Nebraska Supreme Court had concurrent
jurisdiction to interpret a bankruptcy court order authorizing the
sale of substantially all of the Chapter 11 debtor's assets, the
Eighth Circuit's Bankruptcy Appellate Panel ruled.  Although the
bankruptcy court had exclusive jurisdiction to enter the sale
order and, if the purchasers and their lender had timely sought to
appeal or modify the sale order, that action would also have been
within the exclusive jurisdiction of the bankruptcy court, at the
time of the purchasers' motion to reopen the debtor's case to
"enforce" the sale order, the order was final and the property
sold to the purchasers was no longer property of the estate.  The
state court did not "modify" the sale order but, instead, simply
interpreted the scope of the order as it applied to implied
covenants running with the land.  The bankruptcy court's implicit
authority to interpret or enforce its own prior orders was not
exclusive, even with regard to the interpretation of orders
approving sales of real property.  Therefore, the BAP ruled, the
bankruptcy court was correct in its determination that alternate
relief was available to the purchasers and their lender and within
its discretion to deny their motion to reopen the debtor's
bankruptcy case for the purpose of initiating an adversary
proceeding to "enforce" the sale order.  In re Skyline Woods
Country Club, LLC, ---B.R.----, 2010 WL 2402880 (8th Cir. BAP).

Operating a golf course in Elkhorn, Neb., Skyline Woods Country
Club, LLC, sought chapter 11 protection (Bankr. D. Neb. Case No.
04-84218) on Dec. 15, 2004, was represented by Michael C.
Washburn, Esq., in Omaha, and estimated its assets and debts at
less than $10 million at the time of the filing.  On or about Feb.
4, 2005, the Debtor sold substantially all of its assets to
Appellants David and Robin Broekemeier, who took title to the
property in the name of Liberty Building Corp.  The Debtor's
bankruptcy case was closed on Jan. 31, 2006.


SMURFIT-STONE: Appoints Knudsen as Supply Chain Sales SVP
---------------------------------------------------------
Smurfit-Stone Container Corporation announced the appointment of
John Knudsen as senior vice president for Supply Chain and Board
Sales.

"Driving profitable growth, efficiency improvements and cost
reductions within our organization are key focus areas for
Smurfit-Stone in 2010 and beyond," Smurfit-Stone President and
Chief Operating Officer Steve Klinger said.  "John's experience in
both the sales and operations sides of our business will be a
great asset to our success.  His strong leadership skills will
help us achieve our business priorities and create long-term value
for Smurfit-Stone."

As senior vice president of supply chain and capital strategy,
Knudsen has been responsible for Smurfit-Stone's strategic
sourcing, global logistics and supply chain groups, as well as the
Company's capital strategy process.

In his new role, Mr. Knudsen will assume additional responsibility
for Smurfit-Stone's Board Sales group, which markets and sells the
Company's containerboard and pulp products to external customers
in the U.S. and overseas.

Mr. Knudsen has more than 24 years of experience in sales and
operations management in the packaging industry.  He joined
Smurfit-Stone in 1986 and has served in a variety of management
and executive management roles for the company, including senior
vice president of manufacturing for our Container division; vice
president of strategic planning; vice president and regional
manager of the Container division; and vice president of
manufacturing engineering.

                      About Smurfit-Stone

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs roughly 21,250
employees, 17,400 of which are based in the United States.  For
the quarterly period ended September 30, 2008, the Company
reported roughly US$7.450 billion in total assets and
US$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCoopers
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

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


SMURFIT-STONE: Suspends Savings Plans' Reporting Duties
-------------------------------------------------------
The Smurfit-Stone Container Corporation common stock, $0.01 par
value, has been eliminated as an investment option under the
Smurfit-Stone Container Corporation Savings Plan, Jefferson
Smurfit Corporation Hourly Savings Plan, Smurfit-Stone Container
Corporation Hourly Savings Plan and St. Laurent Paperboard Hourly
Savings Plan.  Therefore, interests in the Plans are exempt from
registration.  Accordingly, a Form 15 was filed with the
Securities and Exchange Commission to suspend the Plans' duties to
file reports under Section 15(d) of the Securities Exchange Act of
1934, as amended, including on Form 11-K.

As reported by the Troubled Company Reporter, the Bankruptcy Court
on June 21, 2010, entered an order confirming the Joint Plan for
Smurfit-Stone Container Corporation and its Debtor Subsidiaries
and Plan of Compromise and Arrangement for Smurfit-Stone Container
Canada Inc. and Affiliated Canadian Debtors.  The Debtors
anticipate that they will likely emerge from Chapter 11 protection
and begin making distributions on June 30, 2010.

Additionally, Smurfit-Stone has filed separate Post-Effective
Amendment No. 1 on Form S-8 to amend:

     -- a Registration Statement on Form S-8 (Registration No.
        333-58018) filed with the Securities and Exchange
        Commission on March 30, 2001; and

     -- a Registration Statement on Form S-8 (Registration No.
        333-32850) filed with the SEC on March 20, 2000.

Registration No. 333-58018 registered 200,000 shares of the
Company's common stock, par value $0.01 per share, available for
issuance under the St. Laurent Paperboard Hourly Savings Plan.
The Registration Statement also registered an indeterminate amount
of interests to be offered and sold pursuant to the Plan in
accordance with Rule 416(c) under the Securities Act of 1933, as
amended.

Registration No. 333-32850 registered 10,000,000 shares of the
Company's common stock, par value $0.01 per share.  The
Registration Statement also covered 1,624,522 shares of Common
Stock previously registered on, and carried forward from, a
Registration Statement on Form S-8 (File No. 333-66421) filed in
connection with the Smurfit-Stone Container Corporation Savings
Plan (formerly known as the Jefferson Smurfit Corporation Savings
Plan), Jefferson Smurfit Corporation Hourly Savings Plan and
Smurfit Packaging Corporation Savings Plan.  The 11,624,522 shares
of Common Stock covered by the Registration Statement were
allocated as follows: 8,924,522 shares of Common Stock under the
Smurfit-Stone Container Corporation Savings Plan, 1,600,000 shares
of Common Stock under the Jefferson Smurfit Corporation Hourly
Savings Plan, 100,000 shares of Common Stock under the Smurfit
Packaging Corporation Savings Plan and 1,000,000 shares of Common
Stock under the Smurfit-Stone Container Corporation Hourly Savings
Plan.  Finally, the Registration Statement registered an
indeterminate amount of interests to be offered and sold pursuant
to the Plans in accordance with Rule 416(c) under the Securities
Act of 1933, as amended.

In December 2008, the Company amended the terms of the Plans to no
longer allow participants to invest their contributions in the
Company's Common Stock.  Therefore, neither the Common Stock
available for issuance under the Plans nor the Interests need to
be registered under the Act.  Pursuant to an undertaking contained
in the Registration Statement, the Post-Effective Amendment is
being filed to deregister all shares of the Common Stock and all
Interests unsold or unissued under the Registration Statement.
The Registration Statement is amended, as appropriate, to reflect
the deregistration of such Common Stock and Interests.

Effective upon filing of the Post-Effective Amendment, the Company
removes from registration all shares of the Common Stock and the
Interests registered under the Registration Statement that remain
unsold or unissued as of the date of June 21, 2010.

                      About Smurfit-Stone

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs roughly 21,250
employees, 17,400 of which are based in the United States.  For
the quarterly period ended September 30, 2008, the Company
reported roughly US$7.450 billion in total assets and
US$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCoopers
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

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


SPIRIT CREEK: Section 341(a) Meeting Scheduled for July 15
----------------------------------------------------------
The U.S. Trustee for the Southern District of Georgia will convene
a meeting of Spirit Creek Development Inc.'s creditors on July 15,
2010, at 11:00 a.m.  The meeting will be held at Federal Justice
Center Plaza Building, 600 James Brown Blvd (9th Street), 341
Meeting Room (1st Floor), Augusta, GA
30901.

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.

Augusta, Georgia-based Spirit Creek Development Inc filed for
Chapter 11 bankruptcy protection on June 16, 2010 (Bankr. S.D. Ga.
Case No. 10-11400).  James T. Wilson, Jr., Esq., who has an office
in Augusta, Georgia, assists the Company in its restructuring
effort.  The Company listed $17,362,640 in assets and $6,290,416
in liabilities.


SPIRIT CREEK: Taps James Wilson as Bankruptcy Counsel
-----------------------------------------------------
Spirit Creek Development Inc. has sought permission from the U.S.
Bankruptcy Court for the Southern District of Georgia to employ
James T. Wilson, Jr., as bankruptcy counsel.

Mr. Wilson will:

     a. represent the Debtor in the Court;

     b. advise the Debtor of its legal power and duties in the
        operation and management of its business as debtor-in-
        possession;

     c. prepare answers, orders, motions, adversary proceedings
        and other reports; and

     d. provide other legal services necessary in connection
        herewith.

Mr. Wilson will be paid based on the hourly rates of its
personnel:

        James T. Wilson, Jr.             $350
        Paralegal                        $175

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

Augusta, Georgia-based Spirit Creek Development Inc filed for
Chapter 11 bankruptcy protection on June 16, 2010 (Bankr. S.D. Ga.
Case No. 10-11400).  The Company listed $17,362,640 in assets and
$6,290,416 in liabilities.


STONE ENERGY: Moody's Affirms Corporate Family Rating at 'B3'
-------------------------------------------------------------
Moody's Investors Service affirmed the ratings on Stone Energy
Corporation including the B3 Corporate Family Rating.  The outlook
was revised to stable from positive.  The speculative grade
liquidity rating was changed to SGL-3 from SGL-2.

The change in outlook stems from Moody's concerns about SGY's
ability to mount reserve and production growth as previously
anticipated.  While the company has been successful in reducing
debt, production had declined from its third quarter peak in part
due to weather related problems and pipeline issues.  With
increased uncertainty regarding drilling activity in the deepwater
Gulf of Mexico and the possibility of increased regulatory
requirements for shallow water drilling, Moody's believes that SGY
is likely to be challenged to achieve the previously envisioned
growth.  Drilling activity at the company's Amberjack platform was
suspended as a function of the moratorium with timing of expected
resumption unclear.  While the incremental production affected by
any moratorium is expected to be marginal in 2010, any delay in
drilling could have a more meaningful impact on overall production
in future years and affect the company's ability to significantly
strengthen its reserve reinvestment characteristics.  Moreover,
given the increased regulatory scrutiny, Moody's expect that the
costs for drilling in the Gulf of Mexico are likely to escalate.

The B3 CFR continues to reflect SGY's weak capital productivity,
high cost structure, and concentration in the Gulf of Mexico
characterized by a short reserve life with flush production.  The
ratings also consider the company's improving leverage profile,
adequate liquidity, size, and balanced production mix which should
support the profile in light of relatively high oil prices.

The change in the speculative grade liquidity rating reflects that
while SGY should generate sufficient cash flow to cover capital
expenditures, the company has yet to refinance its credit facility
which matures July 1, 2011.  At May 5, 2010, SGY had approximately
$75 million of outstanding borrowings in addition to $63.1 million
of letters of credit posted under the $395 million borrowing base.
The SGL rating could be further pressured in the coming months if
SGY has not refinanced its facility.

Ratings impacted by the actions include:

* Corporate Family Rating Affirmed at B3

* Probability of Default Rating Affirmed at B3

* $275 million 8.625% senior unsecured notes due 2017 affirmed at
  Caa1 (LGD point estimate changed to LGD 4; 59% from LGD 4; 61%)

* $200 million 6.75% senior sub notes due 2014 affirmed at Caa2
  (LGD 5; 89%)

* Outlook revised to stable from positive

* SGL lowered to SGL-3 from SGL-2

The last rating action on Stone was on January 12, 2010, when the
B3 CFR was affirmed and the outlook was changed to positive.

Stone Energy Corporation is headquartered in Lafayette, LA.  is an
independent oil and gas company engaged in the acquisition and
subsequent exploration, development, operation and production of
oil and gas properties located in the conventional shelf of the
GOM, the deep shelf of the GOM, the deepwater of the GOM, and the
Appalachian region.


STEPHEN LEIDHOLDT: Case Summary & 6 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Stephen C. Leidholdt
        1805 Harbour Circle
        Cape Coral, FL 33914

Bankruptcy Case No.: 10-14919

Chapter 11 Petition Date: June 22, 2010

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

Debtor's Counsel: Richard Johnston, Jr., Esq.
                  Fowler, White, Boggs, P.A.
                  P.O. Box 1567
                  Fort Myers, FL 33902-1567
                  Tel: (239) 334-7892
                  Fax: (239) 334-3240
                  E-mail: richard.johnston@fowlerwhite.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
$9,844,340 while debts total $6,932,500.

A copy of the Debtor's list of 6 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/flmb10-14919.pdf

The petition was signed by the Debtor.

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
STL, Inc                              06-42449            06/01/06


SUMMIT BRANTLEY: Owner Gets Temporary Permit to Make Wall Panels
----------------------------------------------------------------
Summit Brantley owner Bardo Brantley obtained a temporary permit
from the city of Jackson to begin manufacturing prefabricated
wooden wall panels in Salvation Army at Allen Avenue and Conger
Street.  Mr. Brantley must certain requirements or loss the right
to make panels.


SUNOVIA ENERGY: Posts $3.3 Million Net Loss in Q3 Ended April 30
----------------------------------------------------------------
Sunovia Energy Technologies, Inc., filed its quarterly report,
reporting a net loss of $3,316,436 on $495,614 of revenue for the
three months ended April 30, 2010, compared to a net loss of
$5,851,791 on $295,233 of revenue for the same period of 2009.

The Company's balance sheet at April 30, 2009, showed $6,257,688
in assets, $3,213,033 of liabilities, and $3,044,655 of
stockholders' equity.

Bobbitt, Pittenger & Company, P.A., in Sarasota, Fla., expressed
substantial doubt about the Company's ability to continue as a
going concern after reviewing the Company's financial statements
for the three and nine months ended April 30, 2010, and 2009.  The
independent auditors noted that Company has experienced losses of
$11,345,180 and $12,247,241 for the nine months ended April 30,
2010, and 2009, respectively.

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

               http://researcharchives.com/t/s?6560

                       About Sunovia Energy

Sunovia Energy Technologies, Inc. (OTC BB: SUNV) --
http://www.sunoviaenergy.com/-- is a Sarasota, Florida based
clean-tech company that develops and markets products within the
light emitting diode (LED) lighting and solar markets that reduce
carbon emissions, promote national security and preserve the
environment.


SYMBION INC: Moody's Downgrades Corporate Family Rating to 'B3'
---------------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family and
Probability of Default Ratings of Symbion, Inc., to B3 from B2.
Moody's also downgraded the ratings on the company's senior
secured credit facilities to B1 (LGD2, 26%) from Ba3 (LGD2, 28%)
and its senior unsecured toggle notes to Caa2 (LGD5, 81%).  The
outlook for the ratings remains negative.  Moody's also affirmed
Symbion's Speculative Grade Liquidity Rating of SGL-3

The downgrade of the Corporate Family Rating reflects our
expectation that Symbion will continue to have difficulty growing
EBITDA and reducing the company's considerable financial leverage
given continued pressure on volumes and pricing.  Moody's believes
that absent a meaningful improvement in earnings and cash flow,
the company will need to access the capital markets or restructure
in order to address upcoming cash obligations.  Additionally,
Moody's believe that the lack of deleveraging and the scheduled
tightening of financial maintenance covenant levels in Symbion's
credit facility could pressure the company's liquidity profile and
make compliance with those covenants less certain over the near
term.  However, the rating also considers the company's strong
margins and stable cash flow generation, which has allowed for the
build-up of a considerable cash balance.  Further, the rating also
reflects our expectation that as one of the larger operators of
ambulatory surgery centers in a highly fragmented sector, the
company should be well positioned to benefit from the continued
movement of services to the outpatient setting.

The negative ratings outlook anticipates increasing pressure on
Symbion's liquidity given upcoming obligations related to the
amortization of the company's term loan and the required cash
settlement of interest on the company's toggle notes in the first
quarter of 2012.  Further, Moody's expect restrictions on the
company's ability to access its revolver due to covenant
limitations and a reduction in headroom as covenant levels become
more restrictive.  Additionally, the negative outlook reflects our
concerns about further impact on margin performance and cash flow
generation from the slowing of pricing and volume growth, which in
turn, could increase the likelihood that the company may not be
able to meet its financing obligations.

This is a summary of Moody's rating actions.

Ratings downgraded:

* $100 million senior secured revolving credit facility, to B1
  (LGD2, 26%) from Ba3 (LGD2, 28%)

* $125 million senior secured term loan A due 2013, to B1 (LGD2,
  26%) from Ba3 (LGD2, 28%)

* $125 million senior secured term loan B due 2014, to B1 (LGD2,
  26%) from Ba3 (LGD2, 28%)

* Senior unsecured PIK toggle notes due 2015, to Caa2 (LGD5, 81%)
  from Caa1 (LGD5, 83%)

* Corporate Family Rating, to B3 from B2

* Probability of Default Rating, to B3 from B2

Ratings affirmed:

* Speculative Grade Liquidity Rating, SGL-3

Moody's last rating action was on October 28, 2009, when Moody's
affirmed Symbion's ratings, including the B2 Corporate Family and
Probability of Default ratings and kept the ratings outlook
negative.

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

Symbion, headquartered in Nashville, Tennessee, owns and operates
a network of short-stay surgical facilities providing non-
emergency surgical procedures in various specialties, including
orthopedics, pain management, gastroenterology and ophthalmology.
As of March 31, 2010, Symbion owned and operated 53 ambulatory
surgery centers and four surgical hospitals.  The company also
managed eight additional surgery centers and one physician
network.  For the twelve months ended March 31, 2010, the company
recognized revenues of approximately $348 million.


TEXAS RANGERS: Court Orders Mediation With MLB, Hicks Lenders
-------------------------------------------------------------
Eric Morath at Dow Jones Daily Bankruptcy Review reports that
Judge D. Michael Lynn of the U.S. Bankruptcy Court in Fort Worth,
Texas, on Thursday ordered the Texas Rangers, Major League
Baseball and lenders to team owner Tom Hicks into mediation in
hopes that the disgruntled parties can iron out their differences.
Those meetings will push back a hearing at which the Court could
approve the sale of the Rangers to July 22 from July 9.

Mr. Morath notes attorneys for the group trying to buy the team
have said the unstable ownership situation makes it difficult for
the team to add to its payroll and asked that the sale be
completed before the July 31 MLB trade deadline so that the
Dallas-area team can consider acquiring players for the pennant
run.

According to Mr. Morath, in his order, Judge Lynn said mediation
won't be able to start until July 16.  The mediation is intended
to help the team, its creditors and Hicks's lenders reach a
consensual bankruptcy-exit plan for the franchise.

The Rangers are seeking to sell itself to a group that includes
Hall of Fame pitcher and team president Nolan Ryan and Pittsburg
attorney Chuck Greenberg.  The lenders have moved to block the
proposed sale, valued at $575 million, because they believe the
team could fetch a higher price and provide Mr. Hicks with more
cash to repay their loans, which are in default.

                       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.


TITAN LOAN: Royal Bank of Scotland Files Involuntary Chapter 7
--------------------------------------------------------------
Rachel Feintzeig at Dow Jones Daily Bankruptcy Review reports that
The Royal Bank of Scotland PLC on Wednesday filed an involuntary
Chapter 7 bankruptcy petition against Titan Loan Investment Fund
LP, a Fort Washington, Pa., private-equity firm, before the U.S.
Bankruptcy Court for the District of Delaware.  Dow Jones says
Judge Kevin Gross has been assigned to the bankruptcy case,
numbered 10-12023.  Under bankruptcy rules, Titan has 20 days to
respond to the involuntary petition.

Royal Bank of Scotland holds claims of at least $19 million
against the company.  Royal Bank of Scotland agreed in 2006 to
provide Titan with $75 million in loans "to finance its
acquisition of mortgages and other real estate-related loans on
properties in North Carolina, Ohio and Michigan.  On March 15,
Titan Loan failed to make payments it committed to under the deal.
Royal Bank of Scotland filed a lawsuit before the U.S. District
Court for the Southern District of New York to recover funds.  In
the lawsuit, the bank asserts that Titan Loan is liable for nearly
$20 million plus additional fees and interest.

Representatives for Titan Loan did not return calls for comment
Thursday morning.

Titan Capital Investment Group managed the Titan Loan private-
equity fund, "dedicated to the acquisition of commercial real
estate loan assets throughout the United States," Dow Jones notes,
citing the firm's Web site.


TOLPLAST COMPANY: Case Summary & 19 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Tolplast Company, Inc.
        2741 Highway 231
        Lacey's Spring, AL 35754

Bankruptcy Case No.: 10-82571

Chapter 11 Petition Date: June 23, 2010

Court: U.S. Bankruptcy Court
       Northern District of Alabama (Decatur)

Debtor's Counsel: William L. Chenault, III, Esq.
                  Chenault, Hammond, Buck & Hall
                  P.O. Box 1906
                  Decatur, AL 35602-1906
                  Tel: (256) 353-7031
                  E-mail: wlc@chhlawpc.com

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

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

A copy of the Company's list of 19 largest unsecured
creditors filed together with the petition is available for
free at http://bankrupt.com/misc/alnb10-82571.pdf

The petition was signed by Dominic C. Tolomei, president.


TREASURE CHEST: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Treasure Chest, LLC
        10901 Corporate Circle North, Suite A
        Saint Petersburg, FL 33716

Bankruptcy Case No.: 10-14976

Chapter 11 Petition Date: June 23, 2010

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

Judge: K. Rodney May

Debtor's Counsel:  Stephen R. Leslie, Esq.
                   Stichter, Riedel, Blain & Prosser
                   110 East Madison Street, Suite 200
                   Tampa, FL 33602-4700
                   Tel: (813) 229-0144
                   E-mail: sleslie.ecf@srbp.com

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

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

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

The petition was signed by Clark D. East, managing member.

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Captain Van Dyke Trust                10-14973            06/23/10


TRIBUNE CO: Delayed Examiner Report May Slow Plan Confirmation
--------------------------------------------------------------
Kenneth N. Klee, the examiner for Tribune Co., is asking the
bankruptcy judge to extend to July 27 its deadline to issue his
report.  Bill Rochelle at Bloomberg News reports that, with the
examiner unable to beat the July 12 deadline, Tribune said the
currently scheduled Aug. 16 confirmation hearing for approval of
the reorganization plan may be delayed "for a short period of
time."

Mr. Klee is reviewing the buyout led by Sam Zell and potential
claims arising from it that might be brought on behalf of the
bankruptcy estate.  Bondholders have sued JPMorgan Chase and other
banks that financed the buyout, saying they knew the resulting
debt load would leave Tribune insolvent.

                       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)


UAL CORP: Continental Merger May Win Antitrust Nod, Says Senator
----------------------------------------------------------------
United Air Lines, Inc., and Continental Airlines Inc. need to
merge in order to be profitable in competing with low-cost and
foreign carriers, executives of the two airlines told a U.S.
Senate committee, Reuters reports.

The Senate Commerce, Science and Transportation Committee held a
hearing on the proposed merger between United and Continental on
June 17, 2010, Reuters notes.

"Today, international competitors have emerged and powerful new
entrants have continued to gain ground," Glenn Tilton, chief
executive of UAL Corp. was quoted by Reuters as saying.
Continental Chief Executive Officer Jeffrey Smisek added that the
merger would make the combined airline more financially viable
than either the carrier alone, Reuters relates.

Reuters notes that some senators strongly opposed the merger,
saying it would hurt consumers and reduce competition.

However, Mr. Tilton asserted that major U.S. airlines have been
systematically incapable of turning even a modest profit, Reuters
states.  Mr. Smisek stressed that more than 85% of Continental's
non-stop flights have competition from low-cost airlines, like
Southwest Airlines, which carries more passengers than any other
airline in the U.S., says the report.

                Merger Likely to be Approved

Senator Kay Bailey Hutchinson said the proposed merger deal
appears likely to be approved by U.S. antitrust regulators,
reports Josh Mitchell of The Wall Street Journal.

"I do think it's going to pass regulatory muster, but I do think
its going to be tough," Ms. Hutchinson was quoted by The Journal
as saying at the June 17 Senate Commerce Committee hearing.

A known opponent of the merger deal, Ms. Hutchinson maintained
that the state could lose jobs as Continental's current
headquarters in Houston, Texas would be combined with United's in
Chicago, Illinois, Mr. Mitchell notes.

Mr. Mitchell also reports that Senate Commerce Committee Chairman
John D. Rockefeller said he would support further consolidation if
it helps the industry.  Mr. Rockefeller pointed out in a statement
that it is increasingly clear that the current structure of the
U.S. airline industry isn't financially sustainable, Mr. Mitchell
relates.

Susan Kurland, the U.S. Department of Transportation's assistant
secretary, testified that she could not directly address the
merger plans, notes Mr. Mitchell.

The hearing is third of the series of congressional hearings with
respect to the merger, Mr. Mitchell notes.  The U.S. House of
Representatives Committees on Transportation and Infrastructure
and on Judiciary recently convened two hearings on the proposed
merger on June 16, 2010.

          CEOS Grilled at House Committee Hearings

At the June 16 hearing, Messrs. Smisek and Tilton testified before
the House Transportation and Infrastructure Committee and
Judiciary Committee that there would be few job losses in the
proposed merger.

John Crawley of Reuters reports that the CEOS received a frosty
reception at the hearings, and faced the sharpest public
questioning yet on the proposed merger deal.

U.S. Representative James Oberstar, chairman of the Transportation
Committee, said at the hearing United and Continental are
repeating a strategic move that many airlines before them have
made that has brought sustained success to none, Mr. Crawley
relates.

But the CEOs stressed that the merger was necessary to compete
effectively with America, Delta, Lufthansa and Air France/KLM, Mr.
Crawley notes.

Mr. Crawley further says the loudest complaints of the proposed
merger came from states or districts that may be negatively
impacted.  Among others, Representative Dennis Kucinich of Ohio,
appearing as witness, said he would investigative Continental's
marketing alliance with United, Mr. Crawley relates.  Mr. Kucinich
also questioned why Continental would tell regulators in 2009 it
did not want to merge with United and then do so a year later.

The CEOs were also grilled by Transportation Committee members
John Garamendi and John Boccieri over safety and outsourcing of
some United maintenance to China, Mr. Crawley notes.

The CEOs maintained that few job losses would provide greater job
stability through financial viability.  Both discussed the
challenges the industry faces and its chronic inability to cover
its costs.  They explained that the merger is one step the two
companies can take toward achieving sustained profitability.

"We must create economic sustainability through the business
cycle, and to that end our objective at United has been consistent
-- to put our company on a path to sustained profitability,"  Mr.
Tilton said, UAL disclosed in a Form 425 filed with the U.S.
Securities and Exchange Commission.  "Our proposed merger is a
logical and essential step toward our objective of sustained
profitability."

Representatives from the International Association of Machinists
and Aerospace Workers, Association of Flight Attendants, and Air
Lines Pilots Association, the pilots' union for both airlines,
also testified.  ALPA representatives said the merger represents
an opportunity for both airlines.

Jay Pierce, head of ALPA at Continental, testified that the merger
deserves support, provided the companies protect wages and jobs of
their workers, John Hughes of Bloomberg News relates.  Capt. Wendy
Morse of ALPA at United, however, warned that the ALPA stands in
opposition to the merger if it is to be used as a tool to continue
the outsourcing of American jobs, Mr. Hughes relates.

The International Association of Machinists and Aerospace Workers'
General Vice President Robert Roach, Jr., also appeared before the
House Committee Hearings and urged the U.S. regulators to take the
merger's impact on employees into consideration, according to a
related public statement dated June 16, 2010.

For his part, Mr. Smisek told the House Committees that he hopes
to reach agreements with all labor groups soon, Mr. Hughes
discloses.  "We are eking out a hand-to-mouth existence as a
stand-alone carrier.  That is not a future I want for my
employees," Mr. Smisek pointed out at the House hearing.

In support of the merger, U.S. Representative Frank LoBiondo said
the merger will strengthen both United and Continental and help
reduce job losses.  "Do we want to see our employees go by the
wayside?" Mr. LoBiondo pointed out at the hearing, disclosed the
UAL Form 425 filing.

William Swelbar, research engineer for the MIT International
Center for Air Transportation, also testified that the proposed
merger would enable United and Continental to better compete both
domestically and globally, the Form 425 said.

                   About Continental Airlines

Houston, Texas-based Continental Airlines (NYSE: CAL) --
http://www.continental.com/-- is the world's fifth largest
airline.  Continental, together with Continental Express and
Continental Connection, has more than 2,700 daily departures
throughout the Americas, Europe and Asia, serving 132 domestic and
137 international destinations.  Continental is a member of Star
Alliance, which overall offers more than 21,050 daily flights to
1,167 airports in 181 countries through its 27 member airlines.
With more than 40,000 employees, Continental has hubs serving New
York, Houston, Cleveland and Guam, and together with its regional
partners, carries approximately 63 million passengers per year.

At December 31, 2009, Continental had total assets of
$12.781 billion against total current liabilities of
$4.389 billion; long-term debt and capital leases of
$5.291 billion; deferred income taxes of $203 million; accrued
pension liability of $1.248 billion; accrued retiree medical
benefits of $216 million; and other liabilities of $844 million.
At December 31, 2009, the Company had accumulated deficit of
$442 million, accumulated other comprehensive loss of
$1.185 billion and stockholders' equity of $590 million.  The
December 31 balance sheet showed strained liquidity: Continental
had total current assets of $4.373 billion against total current
liabilities of $4.389 billion.

                          *     *     *

As reported by the Troubled Company Reporter on May 5, 2010, Fitch
Ratings has affirmed the Issuer Default Rating for Continental
Airlines, Inc., at 'B-' and the senior unsecured rating at
'CC/RR6' following the announcement of the planned merger between
CAL and UAL Corp.  The Rating Outlook for CAL is Stable.

The TCR on May 5, 2010, also said Standard & Poor's Ratings
Services placed its 'B' corporate credit rating on Continental
Airlines, and S&P's ratings on its secured and unsecured debt, on
CreditWatch with negative implications.  S&P also placed its
ratings on Continental's enhanced equipment trust certificates on
CreditWatch with developing implications.  Although S&P's recovery
ratings on selected Continental unsecured debt are unaffected by
the rating action, S&P will review them as well.

                    About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for Chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors.  Judge Eugene R. Wedoff
confirmed a reorganization plan for United on Jan. 20, 2006.  The
Company emerged from bankruptcy on Feb. 1, 2006.

Reorganized UAL Corp. carries a 'Caa1' probability of default
rating from Moody's, 'B-' long term foreign issuer credit rating
from Standard & Poor's, and 'CCC' long term issuer default rating
from Fitch.


UAL CORP: Generated Highest Per-Passenger Revenue This Year
-----------------------------------------------------------
UAL provided the U.S. Securities and Exchange Commission on
June 15, 2010, a copy of slides presented at the Bank of America
Merrill Airline Conference held June 15.

Kathryn A. Mikells, executive vice president and chief financial
officer of UAL, related that United Air Lines, Inc., is on a path
to achieve full potential.  United, among others, leads the
industry in revenue recovery and on-time performance, implements
top tier cost control and sees significant improvement in customer
satisfaction, she said.

Ms. Mikells further disclosed that United has generated more than
$13 per passenger -- the highest of any U.S. airline --
$1.2 billion of ancillary revenue in 2010.  She also related that
United's liquidity is the strongest in the industry while its
fixed obligations are among the lowest.  UAL also made cost
savings by, among others, eliminating duplicative functions to
create a leaner, more responsive company, she noted.

At the conference, Ms. Mikells elaborated on the merger deal
between United and Continental Airlines Inc.  As an update, she
disclosed that Integration Planning has begun that focused on
value creation.  UAL has selected advisors with experience in
airline integration as part of the Integration Planning, she said.

A full-text copy of the presentation slides is available for free
at http://ResearchArchives.com/t/s?6508

                    About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for Chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors.  Judge Eugene R. Wedoff
confirmed a reorganization plan for United on Jan. 20, 2006.  The
Company emerged from bankruptcy on Feb. 1, 2006.

Reorganized UAL Corp. carries a 'Caa1' probability of default
rating from Moody's, 'B-' long term foreign issuer credit rating
from Standard & Poor's, and 'CCC' long term issuer default rating
from Fitch.


UAL CORP: Proposed Merger to Be Submitted to Shareholders
---------------------------------------------------------
In a Form 425 filed with the Securities and Exchange Commission on
June 16, 2010, UAL Corp. disclosed that its proposed merger with
Continental Airlines, Inc., will be submitted to the stockholders
of UAL and Continental for their consideration.  UAL will file
with the SEC a registration statement on Form S-4 that will
include a joint proxy statement of Continental and UAL that also
constitutes a prospectus of UAL.  UAL and Continental also plan to
file other documents with the SEC regarding the proposed
transaction.

The Form 425 further notes that United and Continental have
received broad support for their proposed merger, as represented
by letters received from governors, mayors, state and local
leaders; and civic organizations.  A list of the local and civic
leaders that issued statements and letters of support may be
accessed for free at:

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

                   About Continental Airlines

Houston, Texas-based Continental Airlines (NYSE: CAL) --
http://www.continental.com/-- is the world's fifth largest
airline.  Continental, together with Continental Express and
Continental Connection, has more than 2,700 daily departures
throughout the Americas, Europe and Asia, serving 132 domestic and
137 international destinations.  Continental is a member of Star
Alliance, which overall offers more than 21,050 daily flights to
1,167 airports in 181 countries through its 27 member airlines.
With more than 40,000 employees, Continental has hubs serving New
York, Houston, Cleveland and Guam, and together with its regional
partners, carries approximately 63 million passengers per year.

At December 31, 2009, Continental had total assets of
$12.781 billion against total current liabilities of
$4.389 billion; long-term debt and capital leases of
$5.291 billion; deferred income taxes of $203 million; accrued
pension liability of $1.248 billion; accrued retiree medical
benefits of $216 million; and other liabilities of $844 million.
At December 31, 2009, the Company had accumulated deficit of
$442 million, accumulated other comprehensive loss of
$1.185 billion and stockholders' equity of $590 million.  The
December 31 balance sheet showed strained liquidity: Continental
had total current assets of $4.373 billion against total current
liabilities of $4.389 billion.

                          *     *     *

As reported by the Troubled Company Reporter on May 5, 2010, Fitch
Ratings has affirmed the Issuer Default Rating for Continental
Airlines, Inc., at 'B-' and the senior unsecured rating at
'CC/RR6' following the announcement of the planned merger between
CAL and UAL Corp.  The Rating Outlook for CAL is Stable.

The TCR on May 5, 2010, also said Standard & Poor's Ratings
Services placed its 'B' corporate credit rating on Continental
Airlines, and S&P's ratings on its secured and unsecured debt, on
CreditWatch with negative implications.  S&P also placed its
ratings on Continental's enhanced equipment trust certificates on
CreditWatch with developing implications.  Although S&P's recovery
ratings on selected Continental unsecured debt are unaffected by
the rating action, S&P will review them as well.

                    About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for Chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors.  Judge Eugene R. Wedoff
confirmed a reorganization plan for United on Jan. 20, 2006.  The
Company emerged from bankruptcy on Feb. 1, 2006.

Reorganized UAL Corp. carries a 'Caa1' probability of default
rating from Moody's, 'B-' long term foreign issuer credit rating
from Standard & Poor's, and 'CCC' long term issuer default rating
from Fitch.


UNIVERSAL HEALTH: Moody's Assigns 'Ba2' Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service assigned Ba2 Corporate Family and
Probability of Default Ratings to Universal Health Services, Inc.
Moody's also assigned a Ba2 (LGD3, 43%) rating to UHS' proposed
senior secured credit facility, consisting of an $800 million
revolver, a $1,000 million term loan A and a $1,550 million term
loan B.  The outlook for these ratings is stable.  However, UHS'
existing senior notes, currently rated Baa3, remain under review
for possible downgrade.  Moody's expects to downgrade the notes to
Ba2 at the close of the transaction.

"The assignment of the Ba2 Corporate Family Rating reflects the
significant increase in leverage incurred to complete the
approximately $3.1 billion acquisition of Psychiatric Solutions,
Inc.," said Dean Diaz, Senior Credit Officer at Moody's.  "We
estimate that UHS' pro forma adjusted leverage at March 31, 2010,
would have approximated 4.0 times -- more than twice the leverage
of 1.7 times before considering the acquisition debt" continued
Diaz.  The rating incorporates our expectation that the company
will focus on reducing this initially significant level of
leverage following the close of the transaction.

The rating also reflects the combined company's standing following
the transaction as the largest provider of inpatient behavioral
health services in a relatively fragmented market.  The
transaction also provides additional benefits in scale and
diversification to UHS' existing business mix.  However, the
ratings reflect the risks associated with such a large
acquisition, the ongoing quality issues at certain PSI facilities
and the challenges UHS continues to face in its acute care
operations related to weak volume growth and increasing exposure
to uncompensated care costs.

The stable rating outlook on the newly assigned ratings reflects
our expectation that the company can effectively integrate the
operations of the PSI facilities without significant disruption
and realize synergies associated with the elimination of redundant
functions.  Additionally, the outlook reflects our expectation
that the company will remain disciplined with respect to
additional acquisitions, dividends and share repurchase activity
and focus on reducing the debt incurred to complete the PSI
acquisition and improve credit metrics.

While the existing UHS notes remain under review, Moody's expect
to conclude the review and downgrade the ratings on the notes to
Ba2 (LGD3, 43%) upon the close of the transaction reflecting the
new higher debt levels of the company and the expectation that the
notes will become secured and rank pari passu with the new credit
facilities in the proposed capital structure.

Moody's also expects to withdraw all the ratings of PSI upon the
close of the transaction as all outstanding debt of PSI is
expected to be redeemed in conjunction with the consummation of
the acquisition.

Following is a summary of Moody's rating actions.

Ratings assigned:

Universal Health Services, Inc.:

  -- $800 million senior secured revolving credit facility, Ba2
     (LGD3, 43%)

  -- $1,000 million senior secured term loan A, Ba2 (LGD3, 43%)

  -- $1,550 million senior secured term loan B, Ba2 (LGD3, 43%)

  -- Corporate Family Rating, Ba2

  -- Probability of Default Rating, Ba2

Ratings remaining under review for possible downgrade:

Universal Health Services, Inc.:

  -- Senior notes, Baa3

Ratings unchanged (expected to be withdrawn at the close of the
transaction):

Psychiatric Solutions, Inc:

  -- Senior secured revolving credit facility, Ba2 (LGD2, 25%)
  -- Senior secured term loan due 2012, to Ba2 (LGD2, 25%)
  -- Senior subordinated notes due 2015, to B3 (LGD5, 81%)
  -- Corporate Family Rating, B1
  -- Probability of Default Rating, B1
  -- Speculative Grade Liquidity Rating, SGL-3

Moody's last rating action on UHS was on May 17, 2010, when
Moody's placed the Baa3 senior unsecured rating on review for
possible downgrade following the announcement that the company had
entered into a definitive agreement to acquire PSI.

Moody's last rating action on PSI was on May 4, 2009, when Moody's
assigned a B3 (LGD5, 81%) rating to PSI's issuance of senior
subordinated notes, upgraded the rating on PSI's senior secured
credit facility to Ba2 (LGD2, 25%) , assigned a Speculative Grade
Liquidity Rating of SGL-3 and affirmed the company's B1 Corporate
Family and Probability of Default Ratings.

UHS, headquartered in King of Prussia, Pennsylvania, owns and
operates acute care hospitals, behavioral health centers, surgical
hospitals and ambulatory surgery and radiation oncology centers.
Services provided at the company's facilities include general and
specialty surgery, internal medicine, obstetrics, emergency room
care, radiology, oncology, diagnostic care, coronary care,
pediatric services, pharmacy services and behavioral health
services.  UHS recognized approximately $5.2 billion of revenue
for the twelve months ended March 31, 2010.

PSI, headquartered in Franklin, TN, provides a continuum of
behavioral health programs to critically ill children, adolescents
and adults through its operation of owned or leased psychiatric
inpatient facilities.  PSI also manages free-standing psychiatric
inpatient facilities for government agencies and psychiatric
inpatient units within medical and surgical hospitals owned by
others.  The company recognized approximately $1.8 billion of
revenue for the twelve months ended March 31, 2010.


US AIRWAYS: Pilots Support Quest for Industry-Standard Contract
---------------------------------------------------------------
The US Airline Pilots Association (USAPA), representing the pilots
of US Airways, announced support for Spirit Airlines' pilots, who
initiated a strike this weekend over sub-par pay and working
conditions.  In solidarity, US Airways pilots joined Spirit
pilots and other airline crews on the picket line last week in
advance of the strike, which officially began on Saturday
morning.

"US Airways pilots could not sympathize more with the Spirit
pilots, since the similarities in our conditions are striking,"
said USAPA President Mike Cleary.  "Like us, the Spirit pilots
gave up pay, working conditions and benefits when our managements
needed to save our airlines.  Like us, the Spirit pilots have
been working at the bottom of the industry pay scale and without
a pay raise for years.  Like us, their management team has
dragged out contract talks for nearly four years.  Like us, their
management is attempting to impose below-standard pay and working
conditions in the face of an improving economy."

Spirit Airlines reported record profits last year of $83 million,
ranking it as the most profitable U.S. airline by pre-tax profit
margin last year, but during contract negotiations the company is
asking its pilots to take concessions of $30 million.  Some Spirit
pilots already earn up to 40 percent less than airline pilots with
similar jobs at other carriers.

"We continue to say that now is the time to draw a line in the
sand with regard to passenger safety and worker respect," said
Cleary.  "No airline group enjoys disrupting passenger travel, and
we do everything possible to avoid striking.  But under U.S. laws
strikes are the only work action available to us to help achieve a
fair contract.  For too long the world's carriers have
participated in a race to the bottom, demanding longer days and
contract concessions from already-strained crews, while they
continue to find the money for obscene management bonuses.  The
public is finally becoming aware of the direct relationship
between overworked crews and safety."

                          About USAPA

Headquartered in Charlotte, N.C., the US Airline Pilots
Association (USAPA) represents the 5,200 mainline pilots who fly
for US Airways.  USAPA's mission is to ensure safe flights for
airline passengers by guaranteeing that their lives are in the
hands of only the most qualified, competent and well-equipped
pilots.  USAPA will fight against any practices that may
jeopardize its pilots' training, equipment, workplace
environment, compensation or work/life balance, or that
compromise its pilots' ability to execute the optimal flight.

                       About US Airways

US Airways -- http://www.usairways.com/-- along with US Airways
Shuttle and US Airways Express, operates more than 3,000 flights
per day and serves more than 190 communities in the U.S., Canada,
Mexico, Europe, the Middle East, the Caribbean, Central and South
America.

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another Chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represented the
Debtors in their restructuring efforts.  The USAir II bankruptcy
plan became effective on September 27, 2005.  The Debtors
completed their merger with America West on the same date. (US
Airways Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

                        *     *     *

As of December 31, 2009, US Airways had total assets of
$7,454,000,000, including $2,331,000,000 in total current assets,
against total current liabilities of $2,789,000,000 and total
noncurrent liabilities and deferred credits of $5,020,000,000,
resulting in $355,000,000 stockholders' deficit.

US Airways Group carries Moody's "Caa1" Long-Term rating, LT Corp.
family rating and probability of default rating.  Outlook is
negative.

US Airways Group carries Standard & Poor's "B-" LT Foreign Issuer
Credit rating and LT Local Issuer credit rating.  Outlook is also
negative.

US Airways Group carries Fitch's "CCC" LT Issuer default rating
and "C" Senior unsecured debt rating.  Outlook is also negative.


USG CORPORATION: Moody's Junks Corporate Family Rating From 'B3'
----------------------------------------------------------------
Moody's Investors Service downgraded USG Corporation's Corporate
Family Rating and Probability of Default Rating to Caa1 from B3.
In a related rating action Moody's downgraded the guaranteed
senior unsecured notes due 2014 to B2 from B1 and the other senior
unsecured debt to Caa2 from Caa1.  The Speculative Grade Liquidity
rating remains SIGIL-3.  The outlook is stable.

The downgrades result from weaker than previously anticipated
operating performance.  Low capacity utilization rates (below 50%
for each of the last four quarters) at its gypsum manufacturing
facilities make it difficult for USG to overcome its high fixed
costs.  Moody's believes that potential demand increases for
wallboard from North American new home construction and repair and
remodeling will not be adequate to generate sufficient volumes and
operating profits to cover USG's interest expense over the
intermediate term.  Furthermore, the non-residential construction
end market, which accounts for about 30% of USG's revenues, is
expected to contract well into 2011.  The amount of profits
derived from the company's worldwide ceilings business is not
enough to make up shortfalls in the gypsum and distribution
businesses.  For the last twelve months through March 31, 2010
operating margins remain substandard at negative 5.1% and leverage
is very high at debt-to-EBITDA of 27.2 times (ratios adjusted per
Moody's methodology).  The company's inability to generate
positive earnings will result in very weak credit metrics for the
foreseeable future and will require cash to fund operating
shortfalls.

USG's restructuring initiatives have not been sufficient to fully
offset the current decline in sales, leaving its cost position
untenably high at current throughput levels.  Notwithstanding
efforts to rationalize its facilities and reduce staff, USG's
credit metrics remain untenably weak.  For example, Moody's view
is that (EBITDA -- CAPEX)/interest expense is expected to remain
well below 1.0 times (adjusted per Moody's methodology) for an
extended period of time.

USG's SGL-3 speculative grade liquidity rating reflects Moody's
belief that the company will maintain an adequate liquidity
profile over the next twelve months.  Cash on hand, marketable
securities, and availability under the company's revolving credit
facilities aggregate to about $734 million (equivalent) at 1Q10,
providing the company some ability to fund future cash shortfalls
over the intermediate term.

The stable outlook incorporates Moody's view that the combination
of cash on hand, marketable securities, and revolver availability
gives USG financial flexibility to contend with uncertainties in
the North American economy and the resulting impact on the
company's end markets over the near term.  However, longer term
stability will depend upon further cost rationalization or a
meaningful improvement in demand.

These ratings/assessments were affected by this action:

* Corporate Family Rating downgraded Caa1 from B3;

* Probability of Default Rating downgraded to Caa1 from B3;

* $300.0 million senior unsecured notes due 2014 downgraded to B2
  (LGD2, 27%) from B1 (LGD2, 26%).

The higher rating on this debt instrument relative to the other
unsecured debt in USG's capital structure reflects the upstream
guarantees provided by USG's material domestic subsidiaries, which
do not provide guarantees to the other unsecured debt instruments.

* $500 million senior unsecured notes due 2016 (not guaranteed)
  downgraded to Caa2 (LGD5, 74%) from Caa1 (LGD5, 74%); and,

* $500 million senior unsecured notes due 2018 (not guaranteed)
  downgraded to Caa2 (LGD5, 74%) from Caa1 (LGD5, 74%).  Shelf
  registration: senior unsecured notes (P) Caa2.

* $239 million of Industrial Revenue Bonds ("IRB") with various
  maturities (not guaranteed) downgraded to Caa2 (LGD5, 74%) from
  Caa1 (LGD5, 74%).

The company's speculative grade liquidity remains SIGIL-3.

The last rating action was on July 28, 2009, at which time Moody's
downgraded the Corporate Family Rating to B3.

USG Corporation, headquartered in Chicago, Illinois, is a leading
producer and distributor of building materials in the Unites
States, Canada and Mexico.  The company manufactures and markets
gypsum wallboard and operates a specialty distribution business
that sells to professional contractors.  It also manufactures
ceiling tiles and ceiling grids used primarily in commercial
applications.  Revenues for the last twelve months through
March 31, 2010, totaled approximately $3.1 billion.


VISTEON CORP: Fine Tunes Toggle Plan of Reorganization
------------------------------------------------------
Since filing a Chapter 11 plan in December last year, Visteon
Corp. has already amended the plan four times.  The current
version of the Plan contemplates a "toggle" plan -- a rights
offering subplan and a claims conversion subplan.

The Debtors have recently revised the Fourth Amended Plan and
Disclosure Statement.   The Revised Fourth Amended Disclosure
Statement reflects certain corrections and immaterial changes
requested by various parties-in-interest, according to James E.
O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware.

Among the major modifications in the Fourth Amended Plan pertains
to the "reinstatement" of the Term Loan Facility.  Reinstatement
of the Term Loan Facility is provided for in the treatment of
Class E Term Loan Facility Claims.  Class E claims treatment
provides that the Debtors will have the option to "reinstate" the
Term Loan Facility pursuant to Section 1124(2) of the Bankruptcy
Code if the Term Loan Lenders vote to reject the Plan, and pay
each holder of Class E Claims its pro rate portion of an amount
in cash to be determined by the Debtors -- the "Reinstatement
Recovery."

If the reinstatement is successful, the Debtors may pay-off all
of the reinstated Term Loan Claims in Cash or leave an amount of
the Term Loan Facility Claims equal to or less than the amount of
the Exit Financing Facility reinstated, which would remain on the
Reorganized Debtors' balance sheet and would reduce the amount of
the Exit Financing Facility on a dollar-for-dollar by the amount
basis.

If the Debtors are unsuccessful in seeking the reinstatement, the
Term Loan Facility Claims should be paid in full in cash.

The Revised Fourth Amended Disclosure Statement reflects the
difference in the stand of the Term Loan Lenders and the Debtors
with respect to the reinstatement of the Term Loan Facility:

  * The Term Loan Lenders believe reinstatement of the Term Loan
    Facility  -- and, therefore, retroactive application of non-
    default and LIBOR interest -- is not legally permissible.

  * On the other hand, the Debtors disagree and believe that
    potential defaults under the Term Loan Facility would be
    curable defaults under Section 1124(2) or are ipso facto
    defaults pursuant to Section 365(b)(2) of the Bankruptcy
    Code.

The Revised Fourth Amended Plan also provides under the Rights
Offering Sub Plan, all Note Holders will be entitled to receive a
Pro Rata distribution of 5.0% of the Distributable Equity, or
4.9% -- from a former 4.8% -- of the Distributable Equity if
Class J votes to accept the Plan, and all Eligible Holders will
be entitled to participate in a Rights Offering for the remaining
95.0% of New Visteon Common Stock, or 93.1% -- from a former
90.2% -- of New Visteon Common Stock if Class J votes to accept
the Plan.

Moreover, the Valuation Analysis under the Fourth Amended Plan
provides for certain revised values:

                                          Old          New
Category                            Plan Version  Plan Version
--------                            ------------  ------------
Initial restricted stock grants       $44.44 mil   $40.27 mil
of New Visteon Common Stock
under the Rights Offering SubPlan
after the 3-year vesting period

Value of the approximately        $9.7-$10.5 mil $8.8-10.5 mil
22.0% of the initial restricted
stock to be distributed to
Visteon's Chief Executive
Officer

Remaining New Visteon Common     $103.7-$144 mil $93.9-$144 mil
Stock that the New Board may
allocate to the Management
Equity Incentive Program

The Revised Disclosure Statement also clarifies that the Debtors'
Plan Support Agreements have been approved by Judge Sontchi on
June 17, 2010.

Full-text clean copies as well as blacklined versions of the
Revised Fourth Amended Plan and Disclosure Statement dated June
24, 2010 are available for free at:

http://bankrupt.com/misc/Visteon_Rev4thAmendedPlan.pdf
http://bankrupt.com/misc/Visteon_Rev4thAmendedPlanBlack.pdf
http://bankrupt.com/misc/Visteon_Rev4thAmendedDS.pdf
http://bankrupt.com/misc/Visteon_Rev4thAmendedDSBlack.pdf

                        Plan Hearing

Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware has further continued the hearing to
consider the adequacy of the Disclosure Statement explaining the
Fourth Amended Chapter 11 Plan of Visteon Corporation and its
debtor affiliates to June 25, 2010, at 11:00 a.m. prevailing
Eastern Time.

The Court originally scheduled a hearing to consider the
Disclosure Statement Motion for January 28, 2010, which hearing
was subsequently continued to various later dates, most recently
to June 17, 2010.

                     About Visteon Corp.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The Company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of US$4,561,000,000 and
debts of US$5,311,000,000 as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VISTEON CORP: Secured Lenders Appeal Plan Funding Order
-------------------------------------------------------
Bankruptcy Judge Christopher Sontchi has approved the terms of the
agreements entered into by Visteon Corp. with bondholder
investors who are seeking to acquire a majority stake in their
estates.

In a June 17, 2010 order, the Debtors are authorized to pay
investors in full and in cash amounts and fees contemplated under
the Equity Commitment Agreement, which include transaction
expenses, a stock right premium and an arrangement premium.

Judge Sontchi overruled all objections.  As previously reported,
the Debtors' secured lenders and certain of their shareholders
opposed the approval of the Agreements saying the deal would cost
the Debtors more than $100 million in unnecessary fees and
expenses.

The Court agreed with the Debtors that that their arrangement
with the bondholders was a proper exercise of business judgment
as they seek to emerge from bankruptcy as quickly as possible,
the Associated Press reported.

"I don't believe or find that there's anything untoward going on
here," Judge Sontchi said, according to the Associated Press,
noting that critics of Visteon's reorganization plan will still
have the opportunity to argue against it.

"This isn't a confirmation hearing . . . and I don't believe that
by approving these motions I'm somehow putting this case on an
inexorable path to confirmation of the debtor's reorganization
plan," Judge Sontchi added, according to the report.

The Court made clear however that the ruling on the Plan
Agreements Motion is just a preliminary step toward a final
approval of Visteon's plan.

"The debtor has a legitimate business reason to get this company
out of bankruptcy as soon as possible in order to protect a
multimillion-dollar business," AP quoted Judge Sontchi as saying.

"Frankly, [the fees] look like they might be a little high, but
if we get there it's not anyone else's money that's being spent
other than the bondholders," Judge Sontchi added, according to
AP.

The Court also permitted the Debtors to file the Plan Support
Agreements under seal.

                     Secured Lenders' Appeal

In separate filings, Wilmington Trust FSB, as administrative
agent under the Debtors' senior secured term loan facility, and
the Ad Hoc Committee of Equityholders took an appeal to the U.S.
District Court for the District of Delaware of Judge Sontchi's
June 17, 2010 order authorizing the Debtors to enter into the
Plan Support Agreement, Equity Commitment Agreement and Cash
Recovery Backstop Agreement.

The Ad Hoc Equity Committee specifically wants the District Court
to review whether the Bankruptcy Court:

  (1) erred in approving the Debtors' Motion and overruling its
      objection;

  (2) erred by approving the Debtors' pre-confirmation transfer
      of fees to certain creditors committing to purchase equity
      in the reorganized debtors as part of a private
      transaction, when other creditors and equityholders
      offered to commit to purchase the equity for no fees;

  (3) erred by approving the Debtors' pre-confirmation use of
      estate property to obtain support and votes for their
      proposed Chapter 11 plan;

  (4) erred by approving the pre-confirmation transfers of cash
      and rights to certain creditors, but not others in the
      same class, in exchange for certain creditors' support and
      votes for the Debtors' proposed Chapter 11 plan;

  (5) violated the U.S. Supreme Court's ruling in Young v.
      Higbee Co., 324 U.S. 204 (1945), by approving the pre-
      confirmation transfers of cash and rights to some
      creditors, but not others, in exchange for their support
      of the Debtors' proposed Chapter 11 plan;

  (6) erred in reasoning that certain creditors' pre-
      confirmation agreement to support a plan providing them
      15% of the reorganized debtors' common equity for no
      further investment if they do not raise enough money to
      purchase 95% of the reorganized debtors' common equity at
      the price the Debtors contend is the common equity's
      actual value, is fair consideration for the payment to
      them of fees and expenses;

  (7) erred in ruling that, "And if they [certain creditors]
      confirm a plan -- vote to confirm a plan that takes super
      high fees out of their recovery, God bless them," when
      those certain creditors would be taking super high fees at
      the expense of other creditors in the same class and when
      appellants here offered to commit to backstop the plan
      without fees; and

  (8) erred by applying the business judgment test to whether
      the Debtors can agree to pay $50 million of fees to
      creditors in exchange for the creditors' support of the
      Debtors' joint plan.

                 Wilmington Trust Seeks Stay of
              Plan Agreements Order Pending Appeal

In a separate court filing, Wilmington Trust asks Judge Sontchi
to stay the effectiveness of the Plan Support Agreements Order
pending appeal of that ruling.

Wilmington Trust also asks the Bankruptcy Court to prohibit the
Debtors from using any of their property to pay the fees and
expenses that the Equity Commitment Agreement contemplates,
including the Transaction Fees, the Stock Right Premium, and the
Arrangement Premium.

"Absent a stay, the Debtors will expend millions of dollars of
cash unnecessarily," says Derek C. Abbott, Esq., at Morris,
Nichols, Arsht & Tunnell LLP, in Wilmington, Delaware --
dabbott@mnat.com -- counsel for Wilmington Trust.

According to Mr. Abbott, notwithstanding that the Plan Agreements
will ultimately cost the Debtors' estate well over $100 million
in administrative expenses, the Debtors would have an immediate
obligation to pay $10,937,500 and to reimburse all accrued and
accruing Transaction Expenses.  "Such utterly unnecessary
expenditure of cash will negatively impact the balance sheet,
thereby harming the Debtors' equity," Mr. Abbott asserts.

Mr. Abbott maintains that no bond is necessary because a grant of
stay would cause no harm to the Debtors' estates.

Wilmington Trust clarifies that it does not seek to stay
implementation of the rights offering or delay confirmation of
the Fourth Amended Plan of Reorganization.

Subsequently, the Ad Hoc Equity Committee joins the Term Lenders'
request for a stay pending appeal.  According to the Ad Hoc
Equity Committee, the granting of the stay will save the Debtors'
estate at least $12 million and perhaps over $70 million, without
counting the potential value of the $300 million rights granted
to certain bondholders.

The members of the Ad Hoc Equity Committee collectively hold
13.01% of the outstanding common stock of Visteon.

                     About Visteon Corp.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The Company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of US$4,561,000,000 and
debts of US$5,311,000,000 as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VISTEON CORP: Has Nod to Use Cash Until July 19
-----------------------------------------------
Bankruptcy Judge Christopher Sontchi entered his Fifteenth
Supplemental Interim Order, authorizing Visteon Corp. and its
units to use cash collateral through July 19, 2010.

The Debtors' use of the Cash Collateral will be subject to
compliance of a prepared budget, a copy of which is available for
free at http://bankrupt.com/misc/Visteon_CashBudgeSept10.pdf

A final hearing will be held on July 15, 2010.  Objections may
be filed no later than July 9.

A full-text copy of the 15th Supplemental Cash Collateral Order
is available for free at:

      http://bankrupt.com/misc/Visteon_15thCasCollOrd.pdf

                     About Visteon Corp.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The Company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of US$4,561,000,000 and
debts of US$5,311,000,000 as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VITESSE SEMICONDUCTOR: Registers 50-Mil. Under Incentive Plan
-------------------------------------------------------------
Vitesse Semiconductor Corporation filed with the Securities and
Exchange Commission a Form S-8 Registration Statement under the
Securities Act of 1933 to register 50,000,000 shares issuable
under the Vitesse Semiconductor Corporation 2010 Incentive Plan.
The proposed maximum aggregate offering price is $16,000,000.

A full-text copy of the registration statement is available at no
charge at http://ResearchArchives.com/t/s?655b


                          About Vitesse

Based in Camarillo, California, Vitesse Semiconductor Corporation
(Pink Sheets: VTSS.PK) -- http://www.vitesse.com/-- designs,
develops and markets a diverse portfolio of semiconductor
solutions for Carrier and Enterprise networks worldwide.

Vitesse had total assets of $87,633,000 against total debts of
$130,120,000 and Series B preferred stock of $1,113,000, resulting
in shareholders' deficit of $43,600,000 as of December 31, 2009.

Vitesse entered into debt restructuring agreements in October 2009
with its major creditors, which allow the Company to satisfy its
creditors by converting most of its debt into new common stock,
preferred stock and new convertible debentures.  Vitesse is
seeking stockholder approval to increase the number of authorized
shares of the Company's common stock from 500,000,000 to
5,000,000,000 in conjunction with the debt restructuring
agreements.  The Company has warned if stockholders do not approve
the proposal to authorize the Company to issue more shares by
February 15, 2010, it will face a 1.0% per month interest charge
on the New Debentures (at a cost of about $500,000 per month)
beginning on February 16, 2010 and continuing until the increase
in the authorized shares is approved.  In addition, the holders of
the New Debentures will have the right to demand repayment of the
principal amount of the debt, plus potentially certain make-whole
interest payments representing interest that would have been
earned if the bonds had not been converted early.  The Company
could potentially be forced to file for protection from creditors
under Chapter 11 of the U.S. Bankruptcy Code.


WILLBROS GROUP: S&P Downgrades Ratings on $475 Mil. Loan to 'BB-'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it has lowered the issue-
level rating on Houston, Texas-based Willbros Group Inc.'s
proposed $475 million senior secured credit facilities to 'BB-'
(the same as the corporate credit rating) from 'BB+' and revised
the recovery rating on these facilities to '3' from '1'.  The '3'
recovery rating reflects S&P's expectation that lenders would
receive meaningful (50% to 70%) recovery in a payment default
scenario.  A key assumption in S&P's recovery rating revision is
an increase in the amount of proposed first-lien debt and the
elimination of proposed second-lien debt.  As a result, S&P
withdrew its 'B+' issue-level rating and '5' recovery rating on
proposed $250 million, senior secured second-lien notes due 2016.

Willbros has revised its debt-financing plan for the proposed
acquisition of InfrastruX Group Inc. to revert back to its
original financing plan.  Willbros expects to fund its proposed
acquisition with the proposed $300 million term loan due April
2014; about $81 million in cash; and $120 million in new Willbros
equity.  The company will use the proceeds to acquire InfrastruX
for $480 million (about a 7.5x multiple of InfrastruX's 2010
estimated EBITDA) and to pay fees and expenses.  The purchase
price may include up to an additional $125 million in contingent
consideration if the company achieves specific EBITDA targets for
2010 and 2011.  The company will also enter into a $175 million
revolving credit facility, which it expects to be unfunded at
closing.

With pro forma revenues of about $1.5 billion, Willbros provides
engineering, construction, maintenance, and life-cycle extension
services in three markets: hydrocarbon infrastructure, including
natural gas pipelines; refining and processing plants; and, with
the proposed acquisition of InfrastruX, the North American
electric power transmission and distribution market.  This
acquisition is consistent with the company's strategy to diversify
its end markets to compliment its upstream oil and gas business.

                           Ratings List

                        Willbros Group Inc.

         Corp. credit rating                BB-/Stable/--

                        Ratings Withdrawn

                                         To               From
                                         --               ----
     Senior Secured                      NR               B+
      Recovery rating                    NR               5

                         Ratings Lowered

               Willbros United States Holdings Inc.

                                          To               From
                                          --               ----
     Senior Secured                       BB-              BB+
       Recovery rating                    3                1


WILLIAM RASUL: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: William Q. Rasul
        3363 Estes Drive
        Atlanta, GA 30349

Bankruptcy Case No.: 10-78129

Chapter 11 Petition Date: June 22, 2010

Court: U.S. Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: J. Robert Williamson, Esq.
                  Scroggins and Williamson
                  1500 Candler Building
                  127 Peachtree Street, N.E.
                  Atlanta, GA 30303
                  Tel: (404) 893-3880
                  E-mail: rwilliamson@swlawfirm.com

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

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

A copy of the Debtor's list of 20 largest unsecured
creditors filed together with the petition is available for
free at http://bankrupt.com/misc/ganb10-78129.pdf

The petition was signed by the Debtor.

Debtor-affiliates filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
4 Raul Enterprises, LLC               10-78126            06/22/10
Raul Enterprises, Inc.                10-78127            06/22/10


YUCCA GROUP: Wants Plan Exclusivity Extended by 120 Days
--------------------------------------------------------
The Yucca Group, LLC, has asked the U.S. Bankruptcy Court for the
Central District of California to extend for an additional 120
days the exclusivity period for filing a plan of reorganization
and gaining acceptances of the Plan.  The exclusivity period was
set to expire on June 24, 2010.

The Debtor has several significant issues to resolve to put
together a confirmable plan, including two separate lawsuits,
where the Debtor is a defendant in one, and a plaintiff in the
other.

The lawsuit Forward Progress Management Real Estate, Inc v. The
Yucca Group, LLC, was filed in May 2009 in the Superior Court of
the State of California, County of Los Angeles, bearing Case No.
BC414337 (the Forward Progress Lawsuit).  The crux of the Forward
Progress Lawsuit is that two of the Debtor's four members
allegedly granted $500,000 worth of their membership interest as
security for a loan the Whitley Investment Group, LLC, a separate
entity that Gabriel Tauber and Avishay Weinberg are also members
of, obtained from Forward Progress, for a different property.  The
lawsuit alleges that the two members defaulted on their loan
obligations, and as such, Forward Progress foreclosed on the
security, which Forward Progress contends made it a 50% member of
the Debtor.  After conducting extensive legal research, the Debtor
concluded that Forward Progress isn't a voting member of the
Debtor, possibly not an economic interest holder and likely not
even a creditor in the case.  A hearing was set for June 20, 2010,
on the issue of Forward Progress' alleged membership interest and
a continued status conference in the removed action.

The lawsuit entitled The Yucca Group, LLC dba Metro Modern
Developers v. East West Bank, was filed in November 2009 in the
Superior Court for the County of Los Angeles for breach of
contract, promissory estoppel, fraud, negligent misrepresentation
and declaratory relief for UCB's fraudulent advice and
misrepresentations regarding leasing the remaining units.  The
Debtor alleges that EWB, which took over USB's assets, is liable
for UCB's fraudulent advice and misrepresentations.  EWB has just
recently answered the complaint, the Debtor said.

Before a disclosure statement of the Plan can be completed, the
two lawsuits should be well on their way toward conclusion.
Forward Progress will likely file a claim in the Debtor's
bankruptcy case for damages in excess of $300,000.  "Given that
Forward Progress is likely one of the largest unsecured creditors
in the bankruptcy case and the plaintiff in the Forward Progress
Lawsuit, it would be premature to file a disclosure statement or
Plan absent specific knowledge regarding the validity and amount
of the claim," the Debtor stated.

With respect to the Bank Lawsuit, if the Debtor is successful in
its claims against EWB, the Debtor will be entitled to damages in
an amount to be proven at trial.  The damages could be sufficient
to cure past due obligations to EWB.  The Debtor believes that
because the amount of damages are thus far uncertain, it would be
premature to file a disclosure statement of Plan absent more
information regarding the nature and extent of the damages caused
by UCB/EWB's fraudulent advice and misrepresentations.  The Debtor
needs time to meet with PEI and determine whether the Bank Lawsuit
should be amended to include PEI, as EWB success in interest.

Headquartered in Woodland Hills, California, The Yucca Group, LLC
aka Metro Modern Developers filed for Chapter 11 on February 24,
2010 (Bankr. C.D. Calif. Case No. 10-12079.)  Friedman Law Group
assist the Debtor in its restructuring effort.  In its petition,
the Debtor listed assets and liabilities both ranging from
$10,000,001 to $50,000,000.


* S&P Tally of Global Defaults This Year Now at 41
--------------------------------------------------
Two global corporate issuers defaulted last week, raising the
year-to-date 2010 tally of global corporate defaults to 41, said
an article published by Standard & Poor's, titled "Global
Corporate Default Update (June 18 - 24, 2010) (Premium)."

By region, the current year-to-date default tallies are 29 in the
U.S., two in Europe, four in the emerging markets, and six in the
other developed region (Australia, Canada, Japan, and New
Zealand).

So far this year, distressed exchanges account for 13 defaults,
Chapter 11 filings and missed interest or principal payments are
responsible for 11 each, regulatory directives and receiverships
account for one each, and the remaining four defaulted issuers are
confidential.

Of the global corporate defaulters in 2010, 41% of issues with
available recovery ratings had recovery ratings of '6' (indicating
our expectation for negligible recovery of 0%-10%), 13% of the
issues had recovery ratings of '5' (modest recovery prospects of
10%-30%), 8% had recovery ratings of '4' (average recovery
prospects of 30%-50%), and 21% had recovery ratings of '3'
(meaningful recovery prospects of 50%-70%).  And for the remaining
two rating categories, 15% of issues had recovery ratings of '2'
(substantial recovery prospects of 70%-90%) and 3% of issues had
recovery ratings of '1' (very high recovery prospects of 90%-
100%).

"Our baseline projection for the U.S. corporate speculative-grade
default rate in the 12 months ending in March 2011 is 3.5%, with
alternative scenarios of 4.9% at the pessimistic end and 3.0% at
the optimistic.  Our baseline forecast for year-end 2010 was 5.0%,
with alternatives of 6.9% (pessimistic) and 4.3% (optimistic),
compared with a long-term (1981-2009) average of 4.5%," S&P said.

"Nevertheless, we believe residual default risk beyond the one-
year forecast horizon could increase because of the significant
overhang of surviving leveraged corporate issuers.  The
substantial decline in risk premiums for lower-rated borrowers and
the return of what we view as questionable practices and
structures in some recent deals -- such as raising bond funds to
pay out shareholder dividends or sponsors -- further raise flags
that the optimism might be overdone.  In the slim chance that the
economy experiences a double-dip recession, many of the surviving
leveraged issuers originated during 2003-2007 could face renewed
default risk unless they significantly reduce their debt burdens."


* Bank Failures This Year Now 86 as 3 Banks Shut Friday
-------------------------------------------------------
On June 25, 2010, regulators closed three banks and the Federal
Deposit Insurance Corp. was appointed as receiver for those banks.
A total of 86 FDIC-insured institutions have failed in the nation
this year.

Peninsula Bank, Englewood, Florida, was closed by the Florida
Division of Financial Institutions.  To protect the depositors,
the FDIC entered into a purchase and assumption agreement with
Premier American Bank, Miami, Florida, to assume all of the
deposits of Peninsula Bank.

First National Bank, Savannah, Georgia, was closed by the state's
Office of the Comptroller of the Currency.  To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with The Savannah Bank, National Association, Savannah,
Georgia, to assume all of the deposits of First National Bank.

High Desert State Bank, Albuquerque, New Mexico, was closed by the
New Mexico Financial Institutions Division.  To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with First American Bank, Artesia, New Mexico, to assume
all of the deposits of High Desert State Bank.

In accordance with Federal law, allowed claims against failed
financial institutions will be paid, after administrative
expenses, in this order of priority:

     1. Depositors
     2. General Unsecured Creditors
     3. Subordinated Debt
     4. Stockholders

                    2010 Failed Banks List

The FDIC was appointed as receiver for the closed banks.  To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with various banks that agreed to assume the
deposits of most of the closed banks.  The FDIC also entered into
loss-share transactions on assets bought by the banks.

For this year, the failed banks are:

                               Loss-Share
                               Transaction Party     FDIC Cost
                  Assets of    Bank That Assumed   to Insurance
                  Closed Bank  Deposits & Bought      Fund
Closed Bank       (millions)   Certain Assets       (millions)
-----------       ----------   --------------      -----------
Peninsula Bank          $644.3    Premier American        $194.8
First National          $252.5    The Savannah Bank        $68.9
High Desert              $80.3    First American           $20.9
Nevada Security Bank    $480.3    Umpqua Bank              $80.9
Washington First        $520.9    East West Bank          $158.4
TierOne Bank          $2,800.0    Great Western Bank      $297.8
Arcola Homestead         $17.0    -- None --                $3.2
First National Bank      $60.4    Jefferson Bank           $12.6
Sun West Bank           $360.7    City National Bank       $96.7
Granite Community       $102.9    Tri Counties Bank        $17.3
Bank of Fla- Southeast  $595.3    EverBank                 $71.4
Bank of Fla- Southwest  $559.9    EverBank                 $91.3
Bank of Fla- Tampa Bay  $245.2    EverBank                 $40.3
Pinehurst Bank           $61.2    Coulee Bank               $6.0
Southwest Community      $96.6    Simmons First Nat'l      $29.0
New Liberty Bank        $109.1    Bank of Ann Arbor        $25.0
Satilla Community Bank  $135.7    Ameris Bank              $31.3
Midwest Bank & Trust  $3,170.0    Firstmerit Bank         $216.4
1st Pacific Bank        $335.8    City National Bank       $87.7
Access Bank              $32.0    PrinsBank, Prinsburg      $5.5
Towne Bank of Ariz      $120.2    Commerce Bank            $41.8
The Bank of Bonifay     $242.9    First Federal Bank       $78.7
Frontier Bank         $3,500.0    Union Bank, NA        $1,370.0
BC National Banks        $67.2    Community First          $11.4
Champion Bank           $187.3    BankLiberty              $52.7
CF Bancorp            $1,650.0    First Michigan Bank     $615.3
Westernbank PR       $11,940.0    Banco Popular de PR   $3,310.0
R-G Premier Bank      $5,920.0    Scotiabank de PR      $1,230.0
Eurobank, SJ, PR      $2,560.0    Oriental Bank & Trust   $743.9
Lincoln Park Savings    $199.9    Northbrook Bank          $48.4
Peotone Bank            $130.2    First Midwest            $31.7
Wheatland Bank          $437.2    Wheaton Bank            $133.0
New Century Bank        $485.6    MB Financial            $125.3
Citizens Bank&Trust      $77.3    Republic Bank            $20.9
Broadway Bank         $1,200.0    MB Financial            $394.3
Amcore Bank           $3,800.0    Harris                  $220.3
Lakeside Community       $53.0    People's United          $11.2
Innovative Bank         $268.9    Center Bank              $37.8
City Bank             $1,130.0    Whidbey Island          $323.4
Butler Bank             $233.2    People's United          $22.9
AmericanFirst Bank       $90.5    TD Bank, N.A.            $10.5
First Federal           $393.3    TD Bank, N.A.             $6.0
Riverside National    $3,420.0    TD Bank, N.A.           $491.8
Tamalpais Bank          $628.9    Union Bank, N.A.         $81.1
Beach First National    $585.1    Bank of NC              $130.3
McIntosh Commercial     $362.9    CharterBank, West Point $123.3
Desert Hills Bank       $496.6    New York Community Bank $106.7
Unity National Bank     $292.2    Bank of the Ozarks       $67.2
Key West Bank            $88.0    Centennial Bank          $23.1
State Bank of Aurora     $28.2    Northern State Bank       $4.2
First Lowndes Bank      $137.2    First Citizens Bank      $38.3
Bank of Hiawassee       $377.8    Citizens South Bank     $137.7
Appalachian Community $1,010.0    Community & Southern    $419.3
Advanta Bank Corp.    $1,600.0    - None -                $635.6
Century Security         $96.5    Bank of Upson            $29.9
American National        $70.3    National Bank and Trust  $17.1
The Park Avenue Bank    $520.1    Valley National Bank     $50.7
Statewide Bank          $243.2    Home Bank, Lafayette     $38.1
Old Southern Bank       $315.6    Centennial Bank          $94.6
LibertyPointe Bank      $209.7    Valley National          $24.8
Sun American Bank       $535.7    First-Citizens Bank     $103.8
Waterfield Bank         $155.6    {FDIC Created}           $51.0
Centennial Bank         $215.2    Zions Bank               $96.3
Bank of Illinois        $211.7    Heartland Bank           $53.7
Rainier Pacific Bank    $446.2    Umpqua Bank, Roseburg    $95.2
Carson River Community   $51.1    Heritage Bank of Nevada   $7.9
George Washington       $412.8    FirstMerit Bank         $141.4
La Jolla Bank         $3,600.0    OneWest Bank, FSB       $882.3
The La Coste Nat'l       $53.9    Community National        $3.7
Marco Community Bank    $119.6    Omaha Bank               $38.1
1st American State       $18.2    Community Development     $3.1
First National Bank     $832.6    Community & Southern    $260.4
Florida Community       $875.5    Premier American Bank   $352.6
American Marine Bank    $373.2    Columbia State Bank      $58.9
Marshall Bank, N.A.      $59.9    United Valley Bank        $4.1
First Regional Bank   $2,180.0    First-Citizens Bank     $825.5
Comm. Bank & Trust    $1,210.0    SCBT, N.A.              $354.5
Charter Bank          $1,200.0    Charter, Albuquerque    $201.9
Evergreen Bank          $488.5    Umpqua Bank, Roseburg    $64.2
Columbia River Bank   $1,100.0    Columbia State Bank     $172.5
Bank of Leeton           $20.1    Sunflower Bank            $8.1
Premier American Bank   $350.9    Bond Street subsidiary   $85.0
Town Community           $69.6    Bank First American      $17.8
St. Stephen State        $24.7    First State Bank          $7.2
Barnes Banking          $827.8    {DINB Created}          $271.3
Horizon Bank          $1,400.0    Washington Federal      $539.1

In 2009, there were 140 failed banks, compared with just 25 for
2008.

A complete list of banks that failed since 2000 is available at:

    http://www.fdic.gov/bank/individual/failed/banklist.html

               775 Banks Now in FDIC's Problem List

The number of institutions on the Federal Deposit Insurance
Corp.'s "Problem List" rose to 775, up from 702 at the end of
2009. In addition, the total assets of "problem" institutions
increased during the quarter from $403 billion to $431 billion.
These levels are the highest since June 30, 1993, when the number
and assets of "problem" institutions totaled 793 and $467 billion,
respectively, but the increase in the number of problem banks was
the smallest in four quarters.

"Problem" institutions are those institutions with financial,
operational, or managerial weaknesses that threaten their
continued financial viability.  They are rated by the FDIC or
Office of the Thrift Supervision as either a "4" or "5", based on
a scale of 1 to 5 in ascending order of supervisory concern.
The Problem List is not divulged to the public.  No advance notice
is given to the public when a financial institution is closed.

The FDIC says that 41 institutions failed during the first
quarter.  Chairman Bair noted that the vast majority of "problem"
institutions do not fail.

According to the FDIC, its Deposit Insurance Fund (DIF) balance
improved for the first time in two years.  The DIF balance -- the
net worth of the fund -- increased slightly to negative $20.7
billion, from negative $20.9 billion (unaudited) on December 31,
2009.  The fund balance reflects a $40.7 billion contingent loss
reserve that has been set aside to cover estimated losses.  Just
as banks reserve for loan losses, the FDIC has to set aside
reserves for anticipated closings.  Combining the fund balance
with this contingent loss reserve shows total DIF reserves of
$20 billion.  Total insured deposits increased by 1.3%
($70.0 billion) during the first quarter.

The FDIC's liquid resources - cash and marketable securities -
remained strong.  Liquid resources stood at $63 billion at the end
of the first quarter, a decline from $66 billion at year-end 2009.
To provide the funds needed to resolve failed institutions in 2010
and beyond without immediately reducing the industry's earnings
and capital, the FDIC Board approved a measure on November 12,
2009, that required most insured institutions to prepay
approximately three years' worth of deposit insurance premiums -
about $46 billion - at the end of 2009.

               Problem Institutions      Failed Institutions
               --------------------      -------------------
Year           Number  Assets (Mil)      Number  Assets (Mil)
----           ------  ------------      ------  ------------
2009              702      $402,800         140       $169,700
2008              252      $159,405          25       $371,945
2007               76       $22,189           3         $2,615
2006               50        $8,265           0             $0
2005               52        $6,607           0             $0
2004               80       $28,250           4           $170

A copy of the FDIC's Quarterly Banking Profile for the quarter
ended March 31, 2010, is available for free at:

      http://bankrupt.com/misc/FDIC_QBP_Q1_10.pdf


* Alvarez & Marsal Adds Jim Havelka as National Practice Leader
---------------------------------------------------------------
Jim Havelka has joined Alvarez & Marsal as a managing director in
the Public Sector Services Group and a national practice leader
for the firm's Government Practice.  Mr. Havelka is a former
managing director and the senior vice president of BearingPoint's
Global Public Services Business.  He is based in Vienna, Virginia.

Alvarez & Marsal's Public Sector Services Group has been involved
in numerous complex engagements ranging from overseeing the
management of federal grants to a U.S. Territory to helping to
restore the functionality of the public school systems in New
Orleans in the wake of Hurricane Katrina.  Mr. Havelka's
announcement comes on the heels of the news that senior director
John Cox, former CFO for the U.S. Department of Housing and Urban
Development, also recently joined the firm's Public Sector
Services Group, underscoring A&M's commitment to serving
government and education clients at the highest level.

"All levels of government are facing unprecedented challenges and
are being forced to do more with less," said Bryan Marsal, founder
and co-CEO of Alvarez & Marsal.  "Jim will be a key leader as A&M
continues to expand its focus in serving government clients both
domestically and internationally."

"Jim has an impressive track record of building successful
professional services businesses," said Bill Roberti, managing
director and head of Alvarez & Marsal's Public Sector Group.
"This experience coupled with his work on behalf of government
clients to solve complex business problems -- from large scale
business transformations and IT strategy to homeland and border
security issues -- will be a tremendous asset to A&M's Public
Sector Group."

Mr. Havelka brings more than 22 years of experience in business
transformation, IT strategy, supply chain management and large-
scale program management for both multi-national corporations and
government agencies in North America, Europe and Asia.  In
addition to serving as senior vice president and managing director
for the global business segment of BearingPoint's Public Services
Business unit, he also served as the public services chief
strategy officer and led the alliance management, large deal
capture and government affairs functional teams.  Earlier in his
career, he was a partner and practice leader with KPMG where he
led the Government SAP, Industrial Markets Business Strategy and
Utilities practices.  Earlier in his career, he had tenures at
McDonnell Douglas (Boeing) and Pratt & Whitney Aircraft Company,
where he held various project and engineering leadership roles.

Mr. Havelka holds bachelor's and master's degrees in mechanical
engineering from Texas A&M University as well as an MBA from Rice
University.  He has also completed Executive Programs at Harvard,
Stanford and Wharton Graduate business schools.

                     About Alvarez & Marsal

Alvarez & Marsal is an independent professional services firm,
specializing in performance improvement, turnaround management and
business advisory services.  Alvarez & Marsal has 1,700 global
professionals.  In 2003, A&M launched its dedicated Public Sector
practice.  The Public Sector practice provides specialized
services to government and education clients.  Services include:
large scale program management, agency modernization and project
turnaround, performance improvement, financial management, asset
management and real estate, supply chain management and IT
strategy/planning.


* BOND PRICING -- For the Week From June 21 to 25, 2010
-------------------------------------------------------

  Company           Coupon      Maturity Bid Price
  -------           ------      -------- ---------
155 E TROPICANA       8.750%     4/1/2012     5.250
ABITIBI-CONS FIN      7.875%     8/1/2009    12.000
AHERN RENTALS         9.250%    8/15/2013    42.000
ALERIS INTL INC      10.000%   12/15/2016     0.200
AMBAC INC             9.375%     8/1/2011    50.000
AT HOME CORP          0.525%   12/28/2018     0.504
BANK NEW ENGLAND      8.750%     4/1/1999    11.750
BANK NEW ENGLAND      9.875%    9/15/1999    11.875
BANKUNITED FINL       6.370%    5/17/2012     5.500
BLOCKBUSTER INC       9.000%     9/1/2012    11.348
BOWATER INC           6.500%    6/15/2013    30.500
BOWATER INC           9.500%   10/15/2012    31.500
BRODER BROS CO       11.250%   10/15/2010    88.000
CAPMARK FINL GRP      5.875%    5/10/2012    33.500
COLLINS & AIKMAN     10.750%   12/31/2011     0.010
COLONIAL BANK         6.375%    12/1/2015     0.200
EDDIE BAUER HLDG      5.250%     4/1/2014     5.000
ELEC DATA SYSTEM      3.875%    7/15/2023    89.000
EVERGREEN SOLAR       4.000%    7/15/2013    33.100
FAIRPOINT COMMUN     13.125%     4/1/2018    16.125
FAIRPOINT COMMUN     13.125%     4/2/2018    11.500
FEDDERS NORTH AM      9.875%     3/1/2014     0.877
FFCB-CALL06/10        4.100%     5/6/2019   100.005
FINLAY FINE JWLY      8.375%     6/1/2012     0.875
FLEETWOOD ENTERP     14.000%   12/15/2011    15.375
FRIEDE GOLDMAN        4.500%    9/15/2004     0.875
GASCO ENERGY INC      5.500%    10/5/2011    59.750
GENERAL MOTORS        7.125%    7/15/2013    33.000
GENERAL MOTORS        9.450%    11/1/2011    28.500
HAWAIIAN TELCOM       9.750%     5/1/2013     1.875
HAWAIIAN TELCOM      12.500%     5/1/2015     1.400
IDLEAIRE TECH CP     13.000%   12/15/2012     1.000
INDALEX HOLD         11.500%     2/1/2014     2.800
INN OF THE MOUNT     12.000%   11/15/2010    41.000
JOHN HANCOCK GLB      7.900%     7/2/2010    99.755
KEYSTONE AUTO OP      9.750%    11/1/2013    40.500
KULICKE & SOFFA       1.000%    6/30/2010    99.600
LANDRY'S RESTAUR      9.500%   12/15/2014    84.800
LEHMAN BROS HLDG      0.450%   12/27/2013    20.000
LEHMAN BROS HLDG      1.250%    6/13/2012    19.050
LEHMAN BROS HLDG      1.500%    3/23/2012    20.000
LEHMAN BROS HLDG      4.500%     8/3/2011    18.680
LEHMAN BROS HLDG      4.700%     3/6/2013    18.500
LEHMAN BROS HLDG      4.800%    2/27/2013    18.800
LEHMAN BROS HLDG      4.800%    3/13/2014    19.260
LEHMAN BROS HLDG      5.000%    1/14/2011    19.000
LEHMAN BROS HLDG      5.000%    1/22/2013    18.710
LEHMAN BROS HLDG      5.000%    2/11/2013    18.710
LEHMAN BROS HLDG      5.000%    3/27/2013    19.375
LEHMAN BROS HLDG      5.000%     8/3/2014    18.800
LEHMAN BROS HLDG      5.000%     8/5/2015    18.510
LEHMAN BROS HLDG      5.100%    1/28/2013    18.680
LEHMAN BROS HLDG      5.150%     2/4/2015    18.000
LEHMAN BROS HLDG      5.250%     2/6/2012    19.260
LEHMAN BROS HLDG      5.250%    1/30/2014    18.760
LEHMAN BROS HLDG      5.250%    2/11/2015    18.630
LEHMAN BROS HLDG      5.350%    2/25/2018    18.510
LEHMAN BROS HLDG      5.500%     4/4/2016    19.400
LEHMAN BROS HLDG      5.550%    2/11/2018    18.510
LEHMAN BROS HLDG      5.600%    1/22/2018    18.500
LEHMAN BROS HLDG      5.625%    1/24/2013    20.625
LEHMAN BROS HLDG      5.700%    1/28/2018    18.510
LEHMAN BROS HLDG      5.750%    4/25/2011    19.000
LEHMAN BROS HLDG      5.750%    7/18/2011    19.000
LEHMAN BROS HLDG      5.750%    5/17/2013    19.000
LEHMAN BROS HLDG      5.875%   11/15/2017    19.260
LEHMAN BROS HLDG      6.000%     4/1/2011    21.000
LEHMAN BROS HLDG      6.000%    7/19/2012    19.500
LEHMAN BROS HLDG      6.000%    6/26/2015    16.600
LEHMAN BROS HLDG      6.000%   12/18/2015    18.850
LEHMAN BROS HLDG      6.000%    2/12/2018    17.750
LEHMAN BROS HLDG      6.200%    9/26/2014    20.500
LEHMAN BROS HLDG      6.600%    10/3/2022    16.900
LEHMAN BROS HLDG      6.625%    1/18/2012    19.500
LEHMAN BROS HLDG      6.750%     7/1/2022    18.260
LEHMAN BROS HLDG      6.875%     5/2/2018    20.875
LEHMAN BROS HLDG      7.000%    4/16/2019    18.775
LEHMAN BROS HLDG      7.000%     2/8/2038    17.670
LEHMAN BROS HLDG      7.730%   10/15/2023    19.800
LEHMAN BROS HLDG      7.875%    11/1/2009    19.510
LEHMAN BROS HLDG      8.000%     3/5/2022    17.500
LEHMAN BROS HLDG      8.000%    3/17/2023    19.500
LEHMAN BROS HLDG      8.050%    1/15/2019    18.760
LEHMAN BROS HLDG      8.400%    2/22/2023    17.950
LEHMAN BROS HLDG      8.500%     8/1/2015    16.500
LEHMAN BROS HLDG      8.500%    6/15/2022    18.850
LEHMAN BROS HLDG      8.750%   12/21/2021    18.500
LEHMAN BROS HLDG      8.750%     2/6/2023    17.050
LEHMAN BROS HLDG      8.800%     3/1/2015    19.063
LEHMAN BROS HLDG      8.920%    2/16/2017    16.000
LEHMAN BROS HLDG      9.500%   12/28/2022    19.000
LEHMAN BROS HLDG      9.500%    1/30/2023    18.500
LEHMAN BROS HLDG      9.500%    2/27/2023    15.130
LEHMAN BROS HLDG     10.000%    3/13/2023    22.500
LEHMAN BROS HLDG     10.375%    5/24/2024    17.125
LEHMAN BROS HLDG     11.000%    6/22/2022    18.410
LEHMAN BROS HLDG     11.000%    7/18/2022    17.500
LEHMAN BROS HLDG     11.000%    8/29/2022    19.000
LEHMAN BROS HLDG     11.000%    3/17/2028    18.500
LEINER HEALTH        11.000%     6/1/2012     8.750
MAGNA ENTERTAINM      7.250%   12/15/2009    15.250
MAGNA ENTERTAINM      8.550%    6/15/2010    15.250
MERRILL LYNCH         3.470%     3/9/2011    99.500
METALDYNE CORP       11.000%    6/15/2012     1.600
NAVISTAR INTL         7.500%    6/15/2011    97.400
NEFF CORP            10.000%     6/1/2015     0.250
NEWPAGE CORP         10.000%     5/1/2012    58.600
NEWPAGE CORP         12.000%     5/1/2013    26.600
NORTH ATL TRADNG      9.250%     3/1/2012    52.000
OCR-CALL07/10         6.750%   12/15/2013   102.000
PALM HARBOR           3.250%    5/15/2024    73.500
POPE & TALBOT         8.375%     6/1/2013     0.500
RASER TECH INC        8.000%     4/1/2013    38.000
RESIDENTIAL CAP       8.375%    6/30/2010    99.500
SPHERIS INC          11.000%   12/15/2012    27.500
STATION CASINOS       6.000%     4/1/2012     6.000
STATION CASINOS       6.500%     2/1/2014     0.500
STATION CASINOS       7.750%    8/15/2016     6.000
THORNBURG MTG         8.000%    5/15/2013     4.250
TIMES MIRROR CO       7.250%     3/1/2013    26.867
TOUSA INC             7.500%    1/15/2015     3.500
TOUSA INC            10.375%     7/1/2012     4.750
TRANS-LUX CORP        8.250%     3/1/2012     7.673
TRIBUNE CO            5.250%    8/15/2015    27.000
TRICO MARINE          3.000%    1/15/2027    16.250
TRUMP ENTERTNMNT      8.500%     6/1/2015     1.350
VERASUN ENERGY        9.375%     6/1/2017     6.625
VERENIUM CORP         5.500%     4/1/2027    33.000
VIRGIN RIVER CAS      9.000%    1/15/2012    45.500
VISHAY INTERTECH      3.625%     8/1/2023    93.100
WASH MUT BANK NV      5.950%    5/20/2013     0.250
WASH MUT BANK NV      6.750%    5/20/2036     0.500
WCI COMMUNITIES       7.875%    10/1/2013     0.700
WCI COMMUNITIES       9.125%     5/1/2012     1.000
WDAC SUBSIDIARY       8.375%    12/1/2014     4.995
WERNER HOLDINGS      10.000%   11/15/2007     1.020
YELLOW CORP           5.000%     8/8/2023    68.125



                           *********

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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