TCR_Public/100629.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Tuesday, June 29, 2010, Vol. 14, No. 178

                            Headlines

ABITIBIBOWATER INC: Court Amends Vesting Order on Fort William
ABITIBIBOWATER INC.: Backstop Deal with Bondholders Approved
ABITIBIBOWATER INC: Targets Aug. 2 Auction for Lufkin Mill
ABITIBIBOWATER INC: Wins Nod to Renew Travelers Policies
ADINO ENERGY: Earns $130,000 for First Quarter of 2010

AGE REFINING: Consents to Having Trustee Appointed
ALMADEN ASSOCIATES: Promises to Fully Pay Unsecureds in Two Years
AMERICAN APPAREL: Wins Covenant Relief From Lion Capital
AMERICAN CAPITAL: Completes Out-of-Court Restructuring
AMERICAN INT'L: Execs' Relations Strained After Failed AIA Deal

ANDERSON HOMES: To Liquidate Assets Under Chapter 7 Proceeding
AXESSTEL INC: Reconvenes Annual Meeting of Shareholders on July 23
BEAR CREEK: Involuntary Chapter 11 Case Summary
BIGLER LP: Can Sell Land Assets to Intercontinental Terminals
BRIAN D GARBUTT: Case Converted to Chapter 7 Liquidation

BROWN PUBLISHING: Has Access to PNC Bank's Cash Until July 2
CAMTECH PRECISION: U.S. Trustee Names Three to Creditors Panel
CANWEST GLOBAL: Monitor Submits Updated Forecast for CMI
CANWEST GLOBAL: Monitor Submits Updated Forecast for LP
CAPITAL AUTOMOTIVE: Moody's Affirms 'Ba3' Corporate Family Ratings

CATHOLIC CHURCH: Committee Proposes Greenberg as Counsel
CATHOLIC CHURCH: Court Authorizes Diocese for More Withdrawals
CATHOLIC CHURCH: Court OKs Fairbanks' Fee Applications
CBGB HOLDINGS: Founder's Estate Seeks Dismissal of Chapter 11
CHARLESTON ASSOCIATES: Gets Interim Okay to Use Cash Collateral

CHARLESTON ASSOCIATES: Files Schedules of Assets & Liabilities
CHARLESTON ASSOCIATES: Taps Butler Rubin as Bankruptcy Counsel
CHARLESTON ASSOCIATES: Wants to Hire Pachulski Stang as Co-Counsel
CIRCUIT CITY: Asked to Complete Plan Mediation in 30 Days
CLEARPOINT BUSINESS: Owes $12.7 Million to ComVest

COMPLIANCE SYSTEMS: Posts $653,00 Net Loss for First Quarter
COLONIAL BANCGROUP: Court Says Deferred Pay Belongs to Parent
CONNOLLY PROPERTIES: Auction Draws $21.3 Million for Properties
DB CAPITAL: Involuntary Chapter 11 Case Summary
DIETRICH'S SPECIALTY: Files New List of Top Unsecured Creditors

DIETRICH'S SPECIALTY: Gets Final Okay to Obtain DIP Financing
DOLLAR THRIFTY: Expands Franchise and Corporate Locations
DOT VN: Vision Capital Reports 6.2% Equity Stake
EMMIS COMMUNICATIONS: Smulyan Extends Tender Offer Until July 30
ENVIRONMENTAL SOURCE: Mass. Debtor Debarment Law Preempted

EXCELLENCY INVESTMENT: Posts $599,000 Net Loss for First Quarter
EXPRESSWAY DEVELOPMENT: Taps Robertson & Williams as Counsel
EXTENDED STAY: Court Approves Disclosure Statement
FANNIE MAE: Increases Penalties for Borrowers Who Walk Away
FAYETTEVILLE MARKETFAIR: Cash Hearing Continued Until August 12

FAYETTEVILLE MARKETFAIR: Plan Confirmation Continued Until Aug. 12
FEDERAL-MOGUL: Court Extends Post-Confirmation Hearing to July 15
FEDERAL-MOGUL: Resolves Travelers' Duplicated Claims Issue
FINANCIAL CASUALTY: A.M. Best Downgrades FSR to 'B'
FIRST BANCORP: Fitch Puts Issuer Default Rating on Negative Watch

FIRST NATIONAL BANK: Closed; The Savannah Bank Assumes Deposits
FLEETWOOD ENTERPRISES: Plan Confirmation Continued Until July 13
FLYING J: Texas Comptroller Urges Court to Deny Plan Confirmation
FORD MOTOR: Bank Debt Trades at 5% Off in Secondary Market
FRANCISCAN COMMUNITIES: Creditors Committee Not Appointed

FRANK FRINK: Voluntary Chapter 11 Case Summary
FREESCALE SEMICON: Bank Debt Trades at 12% Off in Secondary Market
FRONTIER COMMUNICATIONS: Fitch Upgrades Issuer Rating to 'BB+'
GARLOCK SEALING: Preliminary Injunction vs. Asbestos Claims Issued
GARLOCK SEALING: Seeks Nod for Del Sole as Litigation Attorneys

GARRISON ROAD: Involuntary Chapter 11 Case Summary
GENERAL MOTORS: Fee Examiner Seeks to Extend Stuart Engagement
GENERAL MOTORS: Proposes to Set Rules for Debt Claim Objections
GENERAL MOTORS: Sizemore Appeals Bankr. Order on Lawsuit vs. GM
GENERAL MOTORS: To Seek Approval of Wilmington Plant Sale Today

GEORGE DEWEY: Case Summary & 20 Largest Unsecured Creditors
GLOUCESTER ENGINEERING: Files for Chapter 11 in Boston
GREGORY WILSON: Case Summary & 7 Largest Unsecured Creditors
HEALTH MANAGEMENT: Bank Debt Trades at 7% Off in Secondary Market
HEALTHMARKETS INC: Fitch Affirms Issuer Default Rating at 'B+'

HERCULES OFFSHORE: Bank Debt Trades at 13% Off in Secondary Market
HERIBERTO SANTIAGO: Case Summary & 6 Largest Unsecured Creditors
HIGH DESERT STATE: Closed; First American Bank Assumes Deposits
HOLLEY PERFORMANCE: Reorganizes and Emerges From Chapter 11
INFOLOGIX INC: Audit Panel Taps KPMG LLP as Accountant

ILX RESORTS: Has $408,000 Q1 Loss; To Sell Assets to 3rd Party
INDEPENDENCE TAX: March 31 Balance Sheet Upside-Down by $19.7MM
INDEPENDENCE TAX III: March 31 Balance Sheet Upside-Down by $31MM
INDEPENDENCE TAX IV: March 31 Balance Sheet Upside-Down by $13MM
INVISTA BV: Moody's Gives Positive Outlook, Affirms 'Ba2' Rating

ITI INTERNET: Files for Bankruptcy to Protect Merchant Funds
ITI INTERNET: Case Summary & 9 Largest Unsecured Creditors
JAMES GEORGE: Case Summary & 19 Largest Unsecured Creditors
JENKINS FAMILY: Case Summary & 12 Largest Unsecured Creditors
JO-ANN STORES: S&P Raises Corporate Credit Rating to 'BB-'

JOEHAN ENTERPRISE: Voluntary Chapter 11 Case Summary
JOHN SHENDOCK: Voluntary Chapter 11 Case Summary
JOHN D. OIL: Charter One Agrees to Forbear Until July 1
JOSEPH CHRISTIANA: Case Summary & 8 Largest Unsecured Creditors
JOSEPH GILCHRIST: Needs to Amend Plan Due to Gulf Coast Problems

K SCOTT WILLIS: Case Summary & 20 Largest Unsecured Creditors
KB HOMES: SEC Probes on Joint Ventures & Accounting Practices
KIEBLER SLIPPERY: Gets Court's Nod to Sell Certain Assets
LEXI DEVELOPMENT: RBS Filed Involuntary Ch. 7 Petition
LIBERTY MEDIA: S&P Puts 'BB-' Ratings on CreditWatch Developing

LINCOLNSHIRE CAMPUS: Asks Court to Examine Wells Fargo Bank
LINETTE JONES: Case Summary & 20 Largest Unsecured Creditors
MAGIC BRANDS: Luby Inc. Expects to Close Purchase by July 26
MAJESTIC STAR: May Owe More Than $27 Million in Taxes & Penalties
MANN INN: Case Summary & 20 Largest Unsecured Creditors

MARANI BRANDS: Posts $502,000 Net Loss for Q3 Ended March 31
MARCHFIRST INC: Claim for Return of Investment Subordinated
MARK BRUNELL: Files for Bankruptcy Amid Failed Investments
MARSHALL GROUP: Chapter 11 Trustee Files Second Amended Plan
MERRILL LYNCH: DBRS Confirms Class G Rating at 'BB'

MICHAEL BEAUDRY: Receives Nod for Key Settlement, To File Plan
MIDWAY GAMES: $1 Million Settlement With Redstone Approved
MOBILE MINI: Moody's Affirms 'B1' Corporate Family Rating
MONDRIAN TTL: Has Until June 30 to Access Lenders' Cash Collateral
MONDRIAN TTL: U.S. Trustee Unable to Form Creditors Committee

MOODY NATIONAL: Files Third Amended Plan of Reorganization
MICHAELS STORES: Bank Debt Trades at 7% Off in Secondary Market
MONEYGRAM INT'L: Court Approves Settlements With Plaintiffs
MOUNTAIN APARTMENT: Case Summary & 19 Largest Unsecured Creditors
MOVIE GALLERY: Court OKs Sale of Video Games Assets to COKeM

MPM TECHNOLOGIES: Unit Ends Joint Venture Deal With Forbes
NATIONAL ENVELOPE: Has Buyer for Hamburg, New York Plant
NATIONAL ENVELOPE: Creditors Committee Appointed
NATIONAL HOME: Court OKs Sale of 1994 Toyota Spra to Bill Nystrom
NEENAH ENTERPRISES: Has Approval for $135 Million Exit Financing

NEFF CORP: Committee, U.S. Trustee Oppose Debtor Initiatives
NEIMAN MARCUS: Bank Debt Trades at 6% Off in Secondary Market
NEWLOOK INDUSTRIES: Provides Bi-Weekly Default Status Report
NEWPORT TELEVISION: S&P Raises Corporate Credit Rating to 'B-'
NORTHWEST 15TH: Voluntary Chapter 11 Case Summary

OAO LUKOIL: Subsidiary Defaults on Ethanol Contract
OCEAN HARBOR: A.M. Best Upgrades Financial Strength Rating to 'B+'
OCWEN FINANCIAL: S&P Raises Counterparty Credit Rating to 'B'
OSI RESTAURANT: Bank Debt Trades at 14% Off in Secondary Market
OXFORD INDUSTRIES: S&P Gives Stable Outlook, Affirms 'BB-' Rating

PACIFIC LIFESTYLE: Can Use DIP Loan Until September 30
PANAMSAT CORP: Bank Debt Trades at 6% Off in Secondary Market
PARISH ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
PARLUX FRAGRANCES: Jacqueline Marie Garcia Reports 14.7% Stake
PARLUX FRAGRANCES: Pike Capital No Longer Holds Shares

PCAA PARENT: Bankruptcy Court Dismisses 4 Affiliates' Cases
PENINSULA BANK: Closed; Premier American Bank Assumes All Deposits
PERSONNA AMERICAN: May Seek Bankruptcy Next Week; UBS to Buy Biz
PETROLEUM & FRANCHISE: Files for Chapter 11 in Connecticut
PETROLEUM & FRANCHISE: Case Summary & 19 Largest Unsec. Creditors

PHIBRO ANIMAL: Moody's Assigns 'B3' Rating on $270 Mil. Notes
PHIBRO ANIMAL: S&P Assigns 'B' Rating on $270 Mil. Senior Notes
PHILADELPHIA NEWSPAPERS: Court Approves Exit Plan, Sale
PHOENIX WORLDWIDE: Plan Outline Hearing Continued Until July 6
PLAYLOGIC ENTERTAINMENT: Posts $2.2 Million Net Loss in Q1 2010

PURPLE COMMS: WithumSmith+Brown Raises Going Concern Doubt
QUANTUM CORP: Wells Fargo Discloses Equity Stake
RAFAELLA APPAREL: Inks Logistics & Distribution Service Deal
RAILAMERICA INC: S&P Gives Positive Outlook, Lifts Ratings to 'BB'
REALOGY CORP: Bank Debt Trades at 14% Off in Secondary Market

R.H. HOOVER: Involuntary Ch. 11 Reorganization Case Dismissed
RITE AID: Post $73.7 Million Net Loss for May 29 Quarter
RITE AID: Registers 35,000,000 Shares Under 2010 Equity Plan
RIVERHEAD PARK: to Fund Plan from the Sale of Real Property
RUMJUNGLE - LAS VEGAS: Court Dismisses Chapter 11 Bankruptcy Case

SALON MEDIA: Recurring Loss Cue Going Concern Doubt
SAND TECHNOLOGY: Posts $1.17 Million Net Loss for April 30 Quarter
SCHWAB INDUSTRIES: Plan of Liquidation With Committee Due July 1
SCIENTIFIC GAMES: S&P Assigns Ratings on $78 Mil. Senior Loan
SEARS CANADA: DBRS Confirms Issuer Rating at 'BB'

SEQUA CORP: S&P Changes Outlook to Stable, Affirms 'B-' Rating
SHANANNIGANS: Files for Bankruptcy with $1.3 Million Debt
SMART ONLINE: Stockholders Elect Three Directors
SMURFIT-STONE: Sees Emergence from Bankruptcy Tomorrow
SOUTHWEST OLSHAN: Voluntary Chapter 11 Case Summary

SPANSION INC: Seeks to Recoup $90MM in Payments to Japan Unit
SUN HEALTHCARE: Bank Debt Trades at 3% Off in Secondary Market
SUNGARD DATA: Bank Debt Trades at 4% Off in Secondary Market
SUNRISE SENIOR: Committee Approves Plan Targets for Executives
SWEET N SOUR: Bankr. Court Stalls Landlord's Eviction Action

SWIFT TRANSPORTATION: Bank Debt Trades at 7% Off
TARRAGON CORP: Three Affiliates Seek Dismissal of Own Cases
TEGAL CORP: Burr Pilger Raises Going Concern Doubt
TEXAS RANGERS: MLB Objects to Hicks Lenders' Bid for Docs
THOR INDUSTRIES: Delays April 30 10-Q; May Restate Prior Reports

TIERONE BANK: Holding Company Files for Chapter 7 Protection
TIME PROPERTIES: Files for Chapter 11 Bankruptcy In Chicago
TRIBUNE CO: Bank Debt Trades at 37% Off in Secondary Market
TRONOX INC: Given Approval to Extend $425 Million Loan
UAL CORP: Enters Into Code Share Agreement With Jet Airways

UAL CORP: Files Proxy Statement on Proposed Merger
UNITED AIR LINES: Bank Debt Trades at 12% Off in Secondary Market
UNIVERSAL HEALTH: S&P Downgrades Corporate Credit Rating to 'BB'
UTGR INC: Court Confirms Reorganization Plan
VAN DYKE: Files for Chapter 11 Bankruptcy Protection

VENETIAN MACAU: Bank Debt Trades at 2% Off in Secondary Market
VENTANA HILLS: U.S. Trustee Wants Case Converted to Chapter 7
VION PHARMACEUTICALS: Selling Anticancer Assets
VISTEON CORP: Gets Nod to Sign License Deal With TomTom
VISTEON CORP: Kirkland, 8 Others Awarded Fees for Dec.-Feb. Work

VISTEON CORP: Proposes to Sell 46.6% Stake in TMD for $10MM
VISTEON CORP: Wins Approval to Put Plan for Shareholder Vote
WESTMORELAND COAL: Douglas Kathol to Oversee Operational Divisions
YOUNG BROADCASTING: Emerges From Chapter 11 Bankruptcy Protection
ZAYAT STABLES: Settles With Fifth Third on Reorganization Plan

* Gary R. Feulner Rejoins Chadbourne & Parke in Dubai

* Large Companies With Insolvent Balance Sheets


                            *********


ABITIBIBOWATER INC: Court Amends Vesting Order on Fort William
--------------------------------------------------------------
The Honorable Mr. Justice Clement Gascon, J.S.C., of the Superior
Court Commercial Division for the District of Montreal in Quebec,
Montreal, Canada entered an amended vesting order dated June 9,
2010, authorizing Abitibi-Consolidated Inc. and Abitibi-
Consolidated Company of Canada to enter into an agreement for a
land swap by and between Abitibi, Fort William First Nation
Development Corp. and Fort William First Nation, with respect to
The Fort William Mill in Canada.

The Canadian Court earlier entered a ruling, approving the sale
of The Fort William Mill, among others, pursuant to an agreement
between Bowater Maritimes Inc., Bowater Canadian Forest Products
Inc., ACI and ACCC as sellers under the Companies' Creditors
Arrangement Act, and American Iron & Metal LP, as purchaser, and
American Iron and Metal Company Inc., as guarantor.

The Fort William Mill was built in 1922.  It is situated on
approximately 66 hectares of land in Thunder Bay, Ontario.

The Amended Vesting Order further authorizes ACI and ACCC to
enter into all the transactions contemplated under the Land Swap,
including the granting of easements and entry into Notification
Agreements as are required as conditions of land severances with
alterations, changes, amendments, deletions or additions as may
be agreed to with the consent of Ernst & Young Inc., as the
monitor overseeing the CCAA Proceedings.

The Amended Vesting Order will constitute the only authorization
required by Abitibi to proceed with the Land Swap Transactions.
No other shareholder or regulatory approval will be required,
save and except for obtaining of a Consent and Certificate of
Consent under the Planning Act in Ontario, Mr. Justice Gascon
clarified.

Mr. Justice Gascon directed that upon registration in the Land
Registry Office for the Land Titles Division of Thunder Bay of an
Application for Vesting Order, the Land Registrar will (i) enter
FWFNDC as the owner of the subject real property with respect to
the Sale, and (ii) delete and expunge from title to the Abitibi
Lands all of the encumbrances.

The Land Swap Transactions are exempt from the application of the
Bulk Sales Act in Ontario, 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.: Backstop Deal with Bondholders Approved
------------------------------------------------------------
AbitibiBowater Inc. disclosed that in connection with its creditor
protection proceedings and exit financing efforts, the Company has
obtained approval of a backstop commitment agreement by the U.S.
Bankruptcy Court for the District of Delaware.  On May 24, 2010,
the Company had announced that it had secured a backstop
commitment from certain unsecured noteholders for a rights
offering of up to $500 million.  In this rights offering,
AbitibiBowater would offer new convertible notes with a seven-year
maturity from the date of closing to eligible unsecured creditors.
Upon the effective date of the plan, the notes would be obtained
upon exercise of the rights and convertible into common stock of
the emerged company.

"We are pleased with [the] court approval which supports our exit
financing efforts.  This is another important step forward as we
look ahead to the Company's ultimate emergence from credit
protection scheduled for early this Fall," stated David J.
Paterson, President and Chief Executive Officer.  "The Company
expects to emerge with a significantly improved financial
position, resulting from its efforts to reduce costs, lower debt
and mitigate the impact of ongoing market and currency
fluctuations."

Before emerging from creditor protection, the Company must obtain
adequate exit financing and complete efforts to address labor
costs and pension issues, as well as satisfy other conditions set
forth in the plans of reorganization.  AbitibiBowater has
commenced a process to obtain an exit financing package that will
provide sufficient capital for the emerged company to manage
business operations and execute its plans.

Ultimately, the Company's plans of reorganization will require
creditor approval and confirmation by the courts.  Affected
unsecured creditors who are entitled to vote will receive the
court-approved disclosure and voting materials, which are expected
to be mailed in July subject to court approvals.

                    About AbitibiBowater Inc.

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

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

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

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

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


ABITIBIBOWATER INC: Targets Aug. 2 Auction for Lufkin Mill
----------------------------------------------------------
AbitibiBowater Inc. and its units seek the U.S. Bankruptcy Court's
approval of uniform proposed bidding procedures for the sale of
their "permanently idled" paper mill site located at Highway 103,
East Lufkin, in Angelina County, Texas, to the highest or best bid
at an auction.

As previously reported, the Debtors have agreed to sell the
Lufkin Property for $20,500,000 to CIT Partners LLC pursuant to a
Purchase and Sale Agreement.  With the Court's consent, the Sale
to CIT was originally scheduled to close on October 30, 2009.
The Debtors, however, at CIT's request, have extended the closing
date several times.  Still, CIT has been unable to consummate the
sale and the transaction failed to close by the expiration of the
last closing extension deadline of June 4, 2010.

                       The Bid Procedures

According to Sean T. Greecher, Esq., at Young Conaway Stargatt &
Taylor, LLP, in Wilmington, Delaware, the Proposed Bidding
Procedures include these salient terms:

  (1) The specific assets for Sale include an approximately
      895.5-acre tract of real property, buildings and
      improvements associated with the Lufkin Mill, and disabled
      paper machines on the site.  The tract also includes 150
      acres of landfill, 100 acres of ponds, and marsh that
      serve as the storm water impoundment area.

  (2) Only Qualified Bidders may participate in the Auction.  To
      qualify as a Qualified Bidder, a bidder must (i) execute
      an appropriate confidentiality agreement  acceptable to
      the Debtors; and (ii) submit a Qualified Bid by July 28,
      2010.

  (3) To constitute a Qualified Bid, a bid must:

      * be in writing;

      * set forth the purchase price and the Assets or
        combination of assets the bidder intends to buy;

      * contain a mark-up of the form of Purchase Sale Agreement
        to the Bid Procedures that reflects the bidder's
        proposed changes, including, at a minimum: (i) listing
        the assets proposed to be purchased; (ii) listing of the
        Debtors' executory contracts and unexpired leases
        related to the Lufkin Property; and (iii) proposing a
        closing date for the Sale on or before August 31, 2010.

      * identify the potential bidder and the officers or
        authorized agent;

      * provide evidence satisfactory to the Debtors of the
        bidder's financial wherewithal and operational ability
        to consummate the proposed transactions;

      * provide that the bid is not conditioned on the outcome
        of unperformed due diligence by the bidder, board
        approval, or any financing contingency;

      * include the good faith deposit in an amount equal to 10%
        of the cash purchase price;

      * provide that the bidder's offer is irrevocable until
        consummation of a transaction involving any other bidder
        for the Lufkin Property;

      * contain a mark-up of the Sale Order that reflects the
        bidder's proposed changes;

      * include evidence of the bidder's ability to provide
        adequate assurance of future performance under any
        assigned contracts; and

      * not request or entitle the bidder to any break-up
        fee, termination fee, expense reimbursement or similar
        type of payment.

  (4) Good Faith Deposits must be in form of a certified or bank
      check or wire transfer, and will be held in a separate
      interest-bearing account for the Debtors' benefit until
      consummation of a transaction involving any other bidder
      for the Lufkin Property.  The Debtors will not have any
      obligation to return the Good Faith Deposit if a
      Successful Purchaser fails to consummate an approved Sale
      because of a breach or failure to perform.  All other
      deposits will be returned to the Qualified Bidders within
      10 days following entry of the Sale Order.

  (5) The Debtors, in consultation with the Official Committee
      of Unsecured Creditors, will (i) determine whether any bid
      is a Qualified Bid; (ii) provide reasonable assistance to
      Qualified Bidders in conducting their due diligence
      investigations; (iii) receive offers from Qualified
      Bidders; and (iv) negotiate any offers made to purchase
      the Lufkin Property.

  (6) The Debtors may afford any potential bidder the
      opportunity to conduct a reasonable due diligence review
      in the manner determined by the Debtors in their
      reasonable discretion.

  (7) Each Qualified Bidder will comply with all requests for
      additional information and due diligence access by the
      Debtors or their advisors.  Failure to comply with the due
      diligence requests will be a basis for the Debtors to
      determine that a bid is not a Qualified Bid.

  (8) The proposed deadline for submitting bids by a Qualified
      Bidder is July 28, 2010, at 12:00 p.m. Eastern Time.  A
      bid received after the Bid Deadline will not constitute a
      Qualified Bid unless otherwise agreed to by the Debtors.

The Auction will be conducted at the offices of Young Conaway
Stargatt & Taylor, LLP, at 1000 West Street, 17th Floor, in
Wilmington, Delaware, on August 2, 2010.  The Debtors may adjourn
or cancel the Auction without further notice by announcement.  If
no Qualified Bid is timely received, the Debtors will not conduct
an Auction.

Bidding at the Auction will begin with an initial minimum
overbid of the Highest Qualified Bid for a consideration
of at least $250,000 and will subsequently continue in
$250,000 increments.

The Debtors, in consultation with the Creditors' Committee, may
elect one or more Qualified Bids together as the Successful Bid.
The Debtors will also determine and announce which bid
constituted the second highest or otherwise best bid, or the
Backup Bid.  The Backup Bidder will automatically be deemed to
have submitted the highest or best bid if the Successful Bidder
bid fails to consummate the purchase of the Lufkin Property.

Within two days after the conclusion of the Auction, the
Successful Purchaser must complete and execute all agreements,
contracts, instruments or other documents setting forth the terms
and conditions upon which the Successful Bid was made.

The Debtors ask Judge Carey to allow them to pay to the broker a
commission of 5% of the first $20 million in sale consideration;
4% on the subsequent tranche from $20 to $30 million; and 3% on
the portion of sale consideration in excess of $30 million.  The
requested Broker's Commission falls within the range customarily
found in similar real estate transactions, the Debtors maintain.

The Debtors further seek the Court's authority to assume and
assign various executory contracts and unexpired leases related
to the Lufkin Property to the Successful Bidder or the Backup
Bidder pursuant to Section 365 of the Bankruptcy Code, provided
that the defaults under those contracts and leases are cured and
adequate assurance of future performance is provided.

The Debtors ask Judge Carey to conduct the Lufkin Sale Hearing on
August 4, 2010, and set the deadline for objections to the Sale on
July 27.

                     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: Wins Nod to Renew Travelers Policies
--------------------------------------------------------
For the policy period July 1, 2000 through July 1, 2010, the
Travelers Indemnity Company issued certain commercial insurance
policies, which provide workers' compensation and employers
liability, general liability and automobile liability coverage to
certain of the Debtors in various states.  Travelers and the
Debtors also entered into certain claim services agreements by
which Travelers administered certain liability claims that were
self-insured by the Debtors.

Sean T. Greecher, Esq., at Young Conaway Stargatt & Taylor, LLP,
in Wilmington, Delaware, relates that for the coverage year from
July 1, 2009 through June 30, 2010, the total annual cost under
the Insurance Program was approximately $4 million -- about
$1.3 million of which was related to annual premium obligations,
and about $2.7 million was related to retained losses that
Travelers paid on behalf of the Debtors.

Pursuant to the terms of the Insurance Program, the Debtors are
required to post letters of credit to secure the payment and
performance of their obligations under the Insurance Program.
Accordingly, Travelers is the beneficiary of two letters of
credit: one is issued by Wachovia Bank, No. SM235618W, in the
amount of $8,150,000, and the other is issued by Canadian
Imperial Bank, No. SBGM742831, in the amount of $2,121,000.

Travelers also holds cash deposits in the amount of $941,850
that, together with the LCs, back the Debtors' obligations under
the Insurance Program.

Also under the Insurance Program, the Debtors agreed to make
certain payments and reimbursements to Travelers, including, but
not limited to, payments on account of (i) insurance premiums,
(ii) taxes, surcharges and assessments, and (iii) certain paid
losses and loss adjustment expenses.  The Debtors are current on
their premium and reimbursement obligations and their payment
obligations under the Insurance Program or are paying those
obligations in the ordinary course, according to Mr. Greecher.

The Insurance Program is subject to annual renewal on July 1 of
each year.  Accordingly, the Policies are scheduled to expire on
June 30, 2010.

In accordance with an agreement reached between the Debtors and
Travelers, the Debtors sought and obtained Judge Carey's
permission to:

  (i) renew or enter into new postpetition insurance policies
      and related agreements with Travelers;

(ii) assume the Insurance Program; and

(iii) approve the related stipulation between the Parties to
      renew the insurance Policies and Service Agreements
      covered by the Travelers Insurance Program for the period
      from July 1, 2010 to July 1, 2011.

A full-text copy of the Stipulation, containing a list of the
Policies and Service Agreements is available at no charge at:

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

The continuation of the insurance programs existing under the
Policies and Service Agreements and the Debtors' assumption of
the Insurance Program is amply justified, Mr. Greecher contends.
He notes that failure to maintain workers' compensation insurance
in the various states and provinces in which the Debtors conduct
business could result in the institution of administrative or
legal proceedings and material fines against the Debtors and
their officers and directors.

Moreover, Mr. Greecher notes, Travelers' claims related to the
Policies and Service Agreements are fully secured by the LCs
currently in place.  To the extent not otherwise paid, Travelers
has recourse to the LCs to satisfy those Claims and demand that
the LCs be replenished.

According to Mr. Greecher, the Debtors satisfy the cure and
adequate assurance requirements under Section 365(b)(1) of the
Bankruptcy Code, as there are no uncured defaults that exist
under the Insurance Program.  Travelers has further acknowledged
that the Debtors have provided adequate assurance of their future
performance under the Insurance Program.

The Stipulation requires that the Debtors obtain a final, non-
appealable order granting the Insurance Renewal Motion no later
than June 30, 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).


ADINO ENERGY: Earns $130,000 for First Quarter of 2010
------------------------------------------------------
Adino Energy Corporation filed its quarterly report on Form 10-Q,
reporting net income of $129,867 on $655,967 of revenue for the
three months ended March 31, 2010, compared with a net loss of
$29,116 on $487,361 of revenue for the same period of 2009.

The Company's balance sheet at March 31, 2010, showed $3,056,269
in assets and $5,418,470 of liabilities, for a stockholders'
deficit of $2,362,201.

"As of March 31, 2010, the Company has a working capital deficit
of $2,479,592 and total stockholders' deficit of $2,362,201.
These factors raise substantial doubt regarding the Company's
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?6578

Based in Houston, Texas, Adino Energy Corporation (OTC BB: ADNY)
-- http://www.adinoenergycorp.com/-- through its wholly owned
subsidiary Intercontinental Fuels, LLC, specializes in fuel
terminal operations for retail, wholesale, and governmental
suppliers.


AGE REFINING: Consents to Having Trustee Appointed
--------------------------------------------------
Bill Rochelle at Bloomberg News reports that Age Refining Inc.
agreed to have a trustee appointed in its Chapter 11 case.  The
Official Committee of Unsecured Creditors and the primary secured
lender, JPMorgan Chase Bank NA, sought a trustee to replace
management.  The Committee and the lender say they have "lost
faith in the ability of the debtor's management."

Mr. Rochelle also reports that financing for the reorganization
was extended until Sept. 30 or the sale of the business, whichever
comes first.

As reported by the TCR on May 24, Age Refining postponed a May 5
auction for its business following an accident at its refinery.
Since the accident on May 5, the Company's "attention has been
diverted from the sale process."

Age Refining is required by its financing agreement either to sell
the business or confirm a plan where the lenders take ownership.

Age Refining filed a plan in April.  The Plan contemplates the
consummation of a transaction to infuse or create new capital into
the Debtor or sell substantially all of the Debtor's assets and
operations to an interested party.  The source of funding
necessary for the treatment of claims and interests will be Chase
Capital Corporation, a secured creditor, or the successful bidder
under an alternate transaction.  Under the current iteration of
the Plan, unsecured creditors would get 5% of the new stock.  A
full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/AgeRefining_DS.pdf

                        About Age Refining

Age Refining, Inc., based in San Antonio, Texas, manufactures,
refines and markets jet fuels, diesel products, solvents and other
highly specialized fuels.  The Company's clients cover a variety
of sectors, including commercial, local municipalities and the
federal government.  Founded in 1991 by Al Gonzalez, AGE is a
family owned and operated business in the heart of the San Antonio
community.  Starting on a shoe-string budget and a bushel of
determination, AGE is proud to have posted over 22% growth per
year since 1991.

The Company filed for Chapter 11 bankruptcy protection on
February 8, 2010 (Bankr. W.D. Texas Case No. 10-50501).  Aaron
Michael Kaufman, Esq.; Carol E. Jendrzey, Esq.; and Mark E.
Andrews, Esq., at Cox Smith Matthews Incorporated, assist the
Company in its restructuring effort.  The Company listed
$10,000,001 to $50,000,000 in assets and $100,000,001 to
$500,000,000 in liabilities in its bankruptcy petition.


ALMADEN ASSOCIATES: Promises to Fully Pay Unsecureds in Two Years
-----------------------------------------------------------------
Almaden Associates, LLC, filed with the U.S. Bankruptcy Court for
the Northern District of California a combined Plan of
Reorganization and Disclosure Statement.

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

According to the Disclosure Statement, the Plan provides for the
restructuring of the debts of the Debtor.

Claims and interests will be treated as follows:

   -- Through the ongoing management and sale or refinancing of
      its real property portfolio, the Debtor will pay all allowed
      general unsecured creditors in full over a period of two
      years.

   -- Unpaid allowed priority creditors will be paid in full
      shortly after confirmation of the Plan.

   -- Allowed administrative convenience creditors -- unsecured
      creditors owed $1,000 or less -- will also be paid a lump
      sum dividend for the full amount of their claims
      shortly after confirmation.

   -- The treatment of secured creditors varies.  As to the
      different mortgage holders, Mechanics Bank will be cured as
      to interest by August 19, 2010, or allowed to foreclose;
      thereafter it will be paid current interest until two years
      from the effective date of the Plan, when it will be paid in
      full.  The notes of other secured creditors will remain
      secured by the existing liens, will be paid on an interest
      only basis and will be due in full two years from the
      effective date of the Plan.

   -- Interest holders will retain their interests.

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

The Debtor is represented by:

     Joel K. Belway, Esq.
     The Law Office of Joel k. Belway
     Professional Corporation
     235 Montgomery Street, Suite 668
     San Francisco, CA 94104
     Tel: (415) 788-1702
     Fax: (415) 788-1517

                  About Almaden Associates, LLC

Dublin, California-based Almaden Associates, LLC, filed for
Chapter 11 bankruptcy protection on Feb. 22, 2010 (Bankr. N.D.
Calif. Case No. 10-41903).  The Company estimated its assets and
debts at $10,000,001 to $50,000,000.


AMERICAN APPAREL: Wins Covenant Relief From Lion Capital
--------------------------------------------------------
American Apparel, Inc., on June 23, 2010, entered into a Third
Amendment to its Credit Agreement, dated as of March 13, 2009,
among the Company, in its capacity as borrower, certain
subsidiaries of the Company, in their capacity as facility
guarantors, Wilmington Trust FSB, in its capacity as
administrative agent and collateral agent, Lion Capital (Americas)
Inc., as a lender, Lion/Hollywood L.L.C., as a lender, and other
lenders from time to time party thereto.

The Third Amendment amends the Lion Credit Agreement to, among
other things, replace the Total Debt to Consolidated EBITDA
financial covenant with a minimum Consolidated EBITDA financial
covenant, tested on a quarterly basis.  Specifically, the Borrower
will not permit Consolidated EBITDA for any four consecutive
Fiscal Quarters ending on any date set forth to be less than the
amount set forth:

     FOUR FISCAL QUARTER
     PERIOD ENDING                        CONSOLIDATED EBITDA
     -------------------                  -------------------
     June 30, 2010                             $20,000,000
     September 30, 2010                        $20,000,000
     December 31, 2010                         $20,000,000
     March 31, 2011                            $22,000,000
     June 30, 2011                             $30,000,000
     September 30, 2011                        $37,000,000
     December 31, 2011                         $42,500,000
     March 31, 2012                            $45,000,000
     June 30, 2012                             $52,000,000
     September 30, 2012                        $58,000,000
     December 31, 2012                         $63,750,000
     March 31, 2013                            $66,000,000
     June 30, 2013                             $73,000,000
     September 30, 2013 and thereafter         $80,000,000

The Third Amendment also increases the interest rate payable under
the Lion Credit Agreement from 15% to 17% per annum (x) for the
period from June 21, 2010, through the date that the Company
delivers financial statements to the Agent for the Fiscal Quarter
ended September 30, 2010, and (y) thereafter from the time
financial statements for any Fiscal Quarter demonstrate that the
ratio of Total Debt to Consolidated EBITDA as at the end of such
Fiscal Quarter exceeds certain specified ratios until the Company
delivers financial statements to the Agent for the next Fiscal
Quarter.

In addition to being a party to the Lion Credit Agreement,
Lion/Hollywood L.L.C. is a party to (i) an Investment Agreement,
dated as of March 13, 2009, as amended, with the Company pursuant
to which Lion is entitled to certain board representation and
registration nights and was issued a warrant which is exercisable
at any time during its term, to purchase an aggregate of
16 million shares of the Company's common stock at an exercise
price of $2.00 per share, subject to adjustment in certain
circumstances, (ii) an Investment Voting Agreement, dated as of
March 13, 2009, with the Company, (iii) a Letter Agreement Re:
Extension of Lock-Up Agreement, dated as of March 13, 2009, as
amended, with the Company and Dov Charney, the Company's
President, Chief Executive Officer and Chairman of the Board of
Directors, and (iv) a Letter Agreement Re: Extension of Non-
Competition and Non-Solicitation Covenants in Section 5.27(a) of
the Merger Agreement, dated March 13, 2009, with the Company and
Dov Charney.

A full-text copy of the Third Amendment is available at no charge
at http://ResearchArchives.com/t/s?6584

In March 2009, American Apparel entered into a private financing
agreement with Lion Capital for $80 million in secured second lien
notes maturing December 31, 2013 with detachable warrants.  The
notes will have a coupon of 15%, payable in cash or payable in-
kind at the Company's option. The notes are callable at any time
at par plus accrued interest.  The notes provide for a security
interest in all assets of the company and its subsidiaries,
subject to prior liens with respect to such assets under the
Company's existing revolving credit facility.

Lion Capital also received detachable warrants for an aggregate
amount of 16 million shares of the Company's common stock,
exercisable at a strike price set at a 5% premium to the 30-
trading day, trailing stock price average as of market close on
March 12, 2009, which equates to $2.00 per share.  The warrants
expire in March 2016.  Assuming conversion of the warrants into
common stock, the warrants would equate to a pro forma ownership
in American Apparel of approximately 18%.

In connection with the investment, Neil Richardson and Jacob Capps
of Lion Capital joined the Company's board of directors.

American Apparel used the proceeds of the investment to retire in
full the outstanding amounts on the Company's existing second lien
credit facility with SOF Investments, L.P. - Private IV, an
affiliate of MSD Capital, L.P.  American Apparel used the
remaining proceeds principally to reduce the outstanding balance
under the Company's revolving credit facility, repay a portion of
a shareholder note, pay fees and expenses related to the
transaction, and for working capital purposes.

Financo Inc. served as financial advisor and Skadden, Arps, Slate,
Meagher & Flom LLP served as legal advisor to American Apparel in
that transaction.  Simpson Thacher & Bartlett LLP served as legal
advisor to Lion Capital.

Last month, American Apparel informed the Securities and Exchange
Commission it would delay the filing of its quarterly report on
Form 10-Q for the period ended March 31, 2010.  American Apparel
said it needs additional time to complete certain reviews and
analyses with respect to the financial statements and related
disclosures to be included in its Form 10-Q.

The Company released preliminary first quarter numbers, reporting
net sales for the first quarter ended March 31, 2010, of
$121.8 million, a 6.6% increase over net sales of $114.3 million
for the first quarter ended March 31, 2009.  It said loss from
operations for the first quarter of 2010 was $17.6 million, or a
negative operating margin of 14.4%, versus an operating loss of
$3.9 million in the prior year first quarter, or a negative
operating margin of 3.4%.

The Company expects to report a larger net loss in the first
quarter of 2010 as compared to the first quarter of 2009,
primarily as a result of higher cost of sales due to increased
manufacturing costs, and higher operating expenses related to the
higher number of retail stores in operation in the first quarter
of 2010 compared to the first quarter of 2009.

                      About American Apparel

American Apparel, Inc. (NYSE Amex: APP) is a vertically integrated
manufacturer, distributor, and retailer of branded fashion basic
apparel based in downtown Los Angeles, California.  The Company
operated 280 retail store locations as of March 31, 2010.  It has
operations in several countries, including the United States,
Canada, Mexico, Brazil, United Kingdom, Austria, Belgium, France,
Germany, Italy, the Netherlands, Spain, Sweden, Switzerland,
Israel, Australia, Japan, South Korea, and China.  American
Apparel also operates a leading wholesale business that supplies
high quality T-shirts and other casual wear to distributors and
screen printers.  In addition to its retail stores and wholesale
operations, American Apparel operates an online retail e-commerce
Web site at http://www.americanapparel.com/


AMERICAN CAPITAL: Completes Out-of-Court Restructuring
------------------------------------------------------
American Capital Ltd. (Nasdaq: ACAS) said that effective June 28,
2010, it has restructured its unsecured revolving line of credit
facility and has accepted and is closing private exchange offers
for its public and private notes, reducing its debt by $1.03
billion.  The Company was to hold a call to discuss the terms of
the transaction on Monday, June 28, 2010 at 3:00 PM EDT.

The transaction covers substantially all of the Company's $2.4
billion of outstanding unsecured indebtedness and involves
conversion of the line of credit into a term loan facility and the
exchange or repayment of outstanding public and private notes.
Under the terms of the transaction, lenders and noteholders had
the option of receiving either cash or new secured debt, in each
case in the full principal amount of their pre-transaction debt.
Lenders and noteholders holding $1.03 billion of debt selected or
otherwise received 100% cash for their debt, while lenders and
noteholders holding $1.31 billion of debt, 56% of pre-transaction
debt, elected to receive new secured loans or notes of various
series.

Effective upon closing the transaction, the Company has
$1.31 billion of secured debt, $11 million of unsecured debt and
$1.61 billion of securitized debt and holds approximately $240
million of unrestricted cash and marketable securities on its
balance sheet.

American Capital also said its wholly owned affiliate European
Capital Limited has completed a restructuring and partial
retirement of its debt.

"I am extremely pleased that we have completed the refinancing of
American Capital's debt, which delevers our balance sheet by more
than $1 billion," stated Malon Wilkus, Chairman and Chief
Executive Officer. "Together with the European Capital debt
restructuring, this transaction should enhance shareholder value
and provide us with a capital structure to continue to finance and
grow our portfolio companies and to originate new investments. The
merger and acquisition environment is beginning to perk up, with a
growing number of attractive investment opportunities, while the
banking industry continues to be highly restrictive in providing
middle market growth and transaction financing.  As one of the
largest sources of middle market and mezzanine finance, we intend
to pursue the best opportunities in this attractive environment."

Participants electing notes had the option to select either fixed
rate or floating rate notes. The interest rate on the new secured
loans and floating rate notes, which represent 21% of the new
secured debt, is LIBOR plus an interest rate margin of 650 basis
points, with a 2% LIBOR floor.  When the outstanding balance of
the new secured debt is below $1.0 billion, the interest rate
margin will decline to 550 basis points.  Fixed rate notes, which
represent 79% of the new secured debt, will bear interest at a
rate of 8.96%, declining to 7.96% when the principal amount of the
new secured debt is below $1.0 billion.

Secured notes received by former holders of the unsecured public
notes, which total $528 million, have no scheduled amortization
before their December 31, 2013 maturity, and are entitled to
certain prepayment fees if redeemed prior to August 1, 2012.
Secured loans and notes received by other creditors, which total
$779 million and also mature on December 31, 2013, are subject to
scheduled amortization and amortization from a portion of the
proceeds of asset dispositions, excess cash flow and certain
capital raising activities, although there is no scheduled
amortization on the amortizing debt until December 31, 2012.
However, the Company is entitled to retain the first $580 million
that would be otherwise payable from pledged asset dispositions,
excess cash flow and capital raising activities for new
investments or other general corporate purposes.

After the $580 million threshold is reached, the Company is
required to pay 50% of realized proceeds from dispositions of
pledged assets and annual excess cash flow, which is reduced to
25% when the outstanding balance of the new secured debt is less
than $950 million. Also, most proceeds from future debt raises
and, after June 2012, 50% of proceeds of equity raises must be
used to retire the new secured debt, after the $580 million
threshold is reached. If, for example, the $580 million credit
were applied solely to Company dispositions of pledged assets
(i.e., no other prepayment events had occurred), the Company would
retain 100% of the first $1.16 billion from such dispositions,
assuming the 50% sharing provision were in effect.

The scheduled principal amortizations on the amortizing debt are
as follows:

                                           Amortization to Avoid
                                Minimum          Higher Interest
           Date            Amortization                 Rates(1)
           ----            ------------    ---------------------
    December 31, 2011                $0            $70,427,006
    June 30, 2012                    $0           $100,000,000
    December 31, 2012      $120,427,006(2)        $300,000,000
    -----------------    --------------           ------------
    June 30, 2013          $500,000,000(3)        $350,000,000
    -------------        --------------           ------------

       (1) Annual interest rates will increase by 50 basis points
           for each additional amortization that is not met until
           such payments are made.

       (2) Reflects utilization of permitted principal
           amortization deferral of $200,000,000.

       (3) Reflects payment of scheduled amortization amount of
           $300,000,000 and payment of deferred amortization of
           $200,000,000.

The new debt is secured by liens on substantially all of the
Company's assets.  At closing, a 2% fee, or $26 million, was paid
on the $1.31 billion of new secured debt.  A 1% extension fee will
be paid on the outstanding balance as of December 30, 2011 and
December 31, 2012.  Approximately $11 million in principal amount
of the Company's unsecured public notes did not participate in the
transaction and will remain outstanding on an unsecured basis and
without financial covenants, as a result of amendments adopted
through a consent solicitation conducted simultaneously with the
exchange offers.

Weil, Gotshal & Manges LLP served as principal external legal
counsel to the Company.  Miller Buckfire & Co., LLC, served as
financial advisor to the Company.

The Company was to hold a call to discuss the restructuring on
Monday, June 28, 2010 at 3:00 PM EDT.

A slide presentation will accompany the shareholder call and will
be available at http://www.americancapital.com/ Select the
Restructuring Update Presentation link to download and print the
presentation in advance of the shareholder call.

An archived audio of the call combined with the slide presentation
will be made available on the Company's Web site after the call on
June 28.  In addition, there will be a phone recording available
from 4:30 pm EDT June 28, 2010 until 11:59 pm EDT July 12, 2010.
If you are interested in hearing the recording of the
presentation, please access the webcast for free on the Web site
or dial (800) 642-1687 (U.S. domestic) or +1 (706) 645-9291
(international).  The access code for both domestic and
international callers is 84840387.

For further information, please contact Investor Relations at
(301) 951-5917 or IR@AmericanCapital.com

                      About American Capital

Bethesda, Md.-based American Capital Ltd. (Nasdaq: ACAS) --
http://www.americancapital.com/-- is a publicly traded private
equity firm and global asset manager.  American Capital, both
directly and through its asset management business, originates,
underwrites and manages investments in middle market private
equity, leveraged finance, real estate and structured products.
Founded in 1986, American Capital has $14 billion in capital
resources under management and eight offices in the U.S., Europe
and Asia.  American Capital and its affiliates will consider
investment opportunities from $5 million to $100 million.


AMERICAN INT'L: Execs' Relations Strained After Failed AIA Deal
---------------------------------------------------------------
The Financial Times' Francesco Guerrera in New York and Tom
Braithwaite in Washington report that the failed sale of American
International Group's American International Assurance unit has
strained relationships at the top of the U.S. insurer, increasing
tensions between CEO Robert Benmosche and Harvey Golub, the
chairman, according to people close to the situation.  According
to the FT, the rift between AIG's two senior executives has
triggered concerns within the board and among officials in the
U.S. government, the controlling shareholder, who fear one of the
two men might leave less than a year after their appointment.

Early this month, AIG's deal to sell AIA to Britain's Prudential
plc fell apart after AIG declined to sell the unit for a lower
price.  Prudential originally offered $35.5 billion for the unit.
In May, AIG rejected a proposal to slash the value of the deal to
$30.375 billion.

The AIA Group is a pan-Asian life insurance organization that
traces its roots in the Asia Pacific region back more than 90
years.  It provides consumers and businesses with products and
services for life insurance, retirement planning, accident and
health insurance as well as wealth management solutions. Through
an extensive network of 320,000 agents and 23,500 employees across
15 geographical markets, AIA serves more than 23 million customers
in the region.

Mr. Benmosche had supported the Prudential deal and argued for
accepting a reduction in the price so that Prudential could secure
support from its shareholders.

"Benmosche did not take kindly to being outvoted by his own board,
especially on such an important matter," said a person familiar
with the matter, according to the FT.

The FT also notes Mr. Benmosche's supporters said Mr. Golub was
acting more as co-chief executive than part-time nonexecutive
chairman and his assertive style was -stoking tensions.  Mr.
Golub's camp maintains that the board had a duty to do what was
best for investors.

The divestment of AIA, which could include an I.P.O., is seen as a
key step in AIG's efforts to repay the U.S. government for its
$182.3 billion bailout.

                          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.


ANDERSON HOMES: To Liquidate Assets Under Chapter 7 Proceeding
--------------------------------------------------------------
David Bracken, staff writer at New Observer, reports that Anderson
Homes' Chapter 11 bankruptcy case has been converted to Chapter 7
liquidation proceeding after failing to successfully emerge from
bankruptcy.  The Company will be sold to pay off creditors.

                    About Anderson Homes, Inc.

Headquartered in Raleigh, North Carolina, Anderson Homes, Inc.,
engaged in the development, construction and sale of residential
properties in the form of single-family homes, townhomes and
condominiums.  It owns, constructs improvements on, and sells (i)
single-family houses and townhomes in subdivisions known and
referred to as Edgewater, Bridgewater, Bridgewater West,
Cobblestone, Haw Village, Ridgefield, Amberlynn Valley, Cane
Creek, Muirfield Village, Pine Valley, Quail Meadows, Thornton
Commons Place, Willow Ridge, Creekside at Landon Farms, Keystone
Crossing, Sterling Ridge, Jeffries Creek, Briar Chapel, and Villas
at Forest Hills, and (ii) condominiums known as Blount Street
Commons.

Anderson Homes and its units filed for Chapter 11 on March 16,
2009 (Bankr. E.D. N.C. Lead Case No. 09-02062).  Gerald A.
Jeutter, Jr., Esq., and John A. Northen, Esq., at Northen Blue,
LLP, represent the Debtors in their restructuring effort.  At the
time of the filing, Anderson Homes said it had total assets of
$17,190,001 and total debts of $13,742,840.


AXESSTEL INC: Reconvenes Annual Meeting of Shareholders on July 23
------------------------------------------------------------------
On June 24, 2010, Axesstel, Inc., convened its 2010 annual meeting
of stockholders at its offices located at 6815 Flanders Drive,
Suite 210, in San Diego, California.  The annual meeting was
adjourned because a quorum of the Company's stockholders was not
present in person or represented by proxy to transact business.

In accordance with the Company's bylaws and Nevada law, the annual
meeting will be reconvened at 10:00 a.m. on July 23, 2010.  The
record date of April 30, 2010, and the agenda will remain the same
for the reconvened meeting.

San Diego, Calif.-based Axesstel, Inc. (OTC BB: AXST)
-- http://www.axesstel.com/-- is a provider of fixed wireless
voice and broadband access solutions for the worldwide
telecommunications market.

                          *     *     *

As reported in the Troubled Company Reporter on March 29, 2010,
Gumbiner Savett Inc., in Santa Monica, Calif., 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 historically incurred substantial
losses from operations, and the Company may not have sufficient
working capital or outside financing available to meet its planned
operating activities over the next twelve months.

At March 31, 2010, the Company had cash and cash equivalents of
$750,000, negative working capital of $8.8 million, and
stockholders' deficit of $8.0 million.

At March 31, 2010, the Company owed its primary manufacturer
$9.7 million, of which $6.1 million was past due under the terms
of its credit arrangement.


BEAR CREEK: Involuntary Chapter 11 Case Summary
-----------------------------------------------
Alleged Debtor: Bear Creek Partners I, L.L.C.
                  aka Bear Creek Apartments Phase 1
                1427 W. Saginaw, Suite 200
                East Lansing, MI 48823

Bankruptcy Case No.: 10-07906

Involuntary Chapter 11 Petition Date: June 24, 2010

Court: U.S. Bankruptcy Court
       Western District of Michigan (Grand Rapids)

Judge: Scott W. Dales

Debtor's Counsel: Pro Se

Petitioners' Counsel: Robert F. Wardrop, II, Esq.
                      Wardrop & Wardrop, P.C.
                      300 Ottawa Avenue, N.W., Suite 150
                      Grand Rapids, MI 49503
                      Tel: (616) 459-1225
                      E-mail: bkfilings@wardroplaw.com

Creditors who signed the Chapter 11 petition:

    Petitioners                     Nature of Claim   Claim Amount
    -----------                     ---------------   ------------
Fryling Construction Company, Inc.  Construction          $834,079
Attn: Tim Gabrielese, Treasurer     Services
4045 Bardon, SE                     Provided
Grand Rapids, MI 49512

Benchmark Engineering               Engineering            $27,112
Attn: Joseph O'Neill, President     Services
607 E. Lake Street                  Provided
Harbor Springs, MI 49740

Lakeview Cleaning & Restoration,    Cleaning               $12,254
LLC                                 Services
Attn: Spencer Warden, Member
2038 M-119
Petosky, MI 49770

MARCO, LLC                          Lawn Care and          $10,515
dba Ever-Green Lawn Care            Snow Removal
Attn: Mark Witkowski, Member        Services
2696 Howard Street                  Provided
Petosky, MI 49770


BIGLER LP: Can Sell Land Assets to Intercontinental Terminals
-------------------------------------------------------------
The Hon. Jeff Bohm of the U.S. Bankruptcy Court for the Southern
District of Texas authorized Bigler LP, et al., to sell
substantially all of their land assets to Intercontinental
Terminals Company, LLC, the purchaser, or to Vopak Terminals North
America, Inc., the back-up Bidder.

The proceeds of the sale will be paid to Amegy Bank National
Association.

If the sale is not completed, for any reason, the back-up bidder
will assume the purchase of the land assets.

The Court order does not address to the sale of the Petrochemical
and terminal assets.

                          About Bigler LP

Houston-based Bigler LP is a diversified petrochemical producer.
Bigler has production and storage facilities on 271 acres on the
Houston Ship Channel.

Bigler filed for Chapter 11 reorganization on Oct. 30 in Houston
(Bankr S.D. Tex. Case No. 09-38188).  The petition listed assets
of $233 million against debt totaling $151 million.  Liabilities
include $67 million owed to secured lender Amegy Bank NA, which
has a lien on all assets.

Secured lender Amegy Bank is represented by Porter & Hedges LLP.


BRIAN D GARBUTT: Case Converted to Chapter 7 Liquidation
--------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
converted Brian D. Garbutt's Chapter 11 case to one under
Chapter 7 of the Bankruptcy Code.

Newport Beach, California-based Brian D. Garbutt filed for Chapter
11 bankruptcy protection on December 31, 2009 (Bankr. C.D. Calif.
Case No. 09-24606).  Steven K. Kop, Esq., at the Law Offices of
Steven K. Kop, assisted the Company in its restructuring effort.
The Company has assets of $10,012,900 and total debts of
$4,700,500.


BROWN PUBLISHING: Has Access to PNC Bank's Cash Until July 2
------------------------------------------------------------
The Hon. Dorothy T. Eisenberg of the U.S. Bankruptcy Court for the
Eastern District of New York, authorized, on an interim basis,
Brown Publishing Company, et al., to secure postpetition financing
and grant security interests and superpriority administrative
expense status from PNC Bank, N.A., as agent for itself and
certain other lenders.

The termination date of the loan was extended until (i) July 2,
2010, or (ii) entry of a final order authorizing the Debtors' use
of cash collateral.

The Court is yet to schedule a hearing on the Debtors' further use
of PNC's cash collateral.

The Debtors would use the money to fund their Chapter 11 case, pay
suppliers and other parties.

                  About Brown Publishing Company

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.


CAMTECH PRECISION: U.S. Trustee Names Three to Creditors Panel
--------------------------------------------------------------
Donald F. Walton, the U.S. Trustee for Region 21, appoints three
members to the Official Committee of Unsecured Creditors in
Camtech Precision Manufacturing, Inc.'s Chapter 11 cases.

The Committee members include:

1) Christopher B. Ray, Director of Finance
   Charleston Aluminum, LLC
   480 Frontage Road
   Gaston, SC 29053
   Tel: (803) 939-4600
   Fax: (803) 939-9034
   E-mail: cray@charlestonaluminum.com

2) Stephen C. Morin, V.P. General Manager
   4-M Precision Stamping, Inc.
   4000 Technology Park Boulevard
   Auburn, NY 13021
   Tel: (315) 252-8415
   Fax: (315) 253-9611
   e-mail: steve@4mprecision.com

3) Kimberly Hayes
   AMI Metals Inc.
   1738 General George Patton
   Brentwood, TN 37027
   Tel: (615) 377-0400
   Fax: (615) 277-9731
   E-mail: khayes@amimetals.com

Jupiter, Florida-based Camtech Precision Manufacturing, Inc.,
filed for Chapter 11 bankruptcy protection on May 10, 2010 (Bankr.
S.D. Fla. Case No. 10-22760).  Craig I Kelley, Esq., who has an
office in West Palm Beach, Florida, assists the Company in its
restructuring effort.  According to the schedules, the Company
says that assets total $10,977,673 while debts total $14,625,066.

The Company's affiliate, R&J National Enterprises, Inc., filed a
separate Chapter 11 petition.


CANWEST GLOBAL: Monitor Submits Updated Forecast for CMI
--------------------------------------------------------
FTI Consulting Canada Inc., the firm appointed to monitor the
assets of Canwest Global Communications Corp. and the other
applicants and partnerships -- the CMI Entities -- filed a
supplemental report to provide the Ontario Superior Court of
Justice an updated consolidated forecast of the CMI Entities'
receipts, disbursements and financing requirement

The Cashflow Forecast estimates that the CMI Entities will have
total receipts of C$168.7 million, total operating disbursements
of C$199.2 million, and total disbursements relating to the
restructuring of C$16.9 million for net cash flow outflow of
C$47.4 million for the period May 24 to September 12, 2010.

It is anticipated that the CMI Entities' forecast liquidity
requirements during the period will continue to be met by the
funds advanced by Irish Holdco pursuant to a note.  No drawdown
on the CIT Credit Facility is forecast during the period.

A copy of the Cashflow Forecast is available for free at:

http://bankrupt.com/misc/Canwest_CMICashFlowMay24toSept12.pdf

                      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 Submits Updated Forecast for LP
-------------------------------------------------------
FTI Consulting Canada Inc., the firm appointed to monitor the
assets of Canwest Publishing Inc./Publications Canwest Inc.,
Canwest Books Inc., Canwest (Canada) Inc., and Canwest Limited
Partnership/Canwest Societe en Commandite -- the LP Entities --
filed a report with the Ontario Superior of Justice about the
status of the LP Entities' proceedings under the Companies'
Creditors Arrangement Act, their business and financial affairs,
among other things.

                      Payments to Suppliers

FTI reported that the maximum amount payable to the LP Entities'
suppliers was increased from C$12 million to C$13 million in
order to pay the amount due under a land lease in which the LP
Entities held significant equity.

The firm disclosed that from April 1 to June 8, 2010, the LP
Entities paid an additional C$1.1 million to their suppliers for
goods and services provided prior to January 8, 2010, bringing
the total amount paid to C$12.8 million since they filed for
creditor protection.

         Receipts and Disbursements to March 28, 2010

The actual positive net cash flow of the LP Entities for the
period March 29 to June 6, 2010, was about C$33.9 million as
compared to the forecast of C$4.3 million.

                           Forecast        Actual      Variance
                           --------        ------      --------
Total Receipts         C$209,004,000 C$229,940,000  C$20,936,000
                      ------------- ------------- -------------
Disbursements
Payroll & Benefits
Disbursements           (83,929,000)  (83,893,000)       36,000
Operating Disbursements (84,519,000)  (84,774,000)     (255,000)
Capital Expenditure
Disbursements            (6,396,000)   (1,353,000)    5,043,000
InterCompany
Disbursements           (11,274,000)  (11,043,000)      231,000
Interest                 (6,322,000)   (5,866,000)      456,000
                       ------------- ------------- -------------
Total Disbursements     (192,440,000) (186,929,000)    5,511,000
                       ------------- ------------- -------------
Net Operating
Cashflows                16,564,000    43,011,000    26,447,000
                       ------------- ------------- -------------
National Post (Advances)/
Repayments               (2,531,000)   (1,326,000)    1,205,000
                       ------------- ------------- -------------
Restructuring Costs
Professional Fees & Other
Restructuring Fees       (7,678,000)   (6,233,000)    1,445,000
Critical Supplier Payment         -       (29,000)      (29,000)
Other restructuring      (1,994,000)   (1,467,000)      527,000
DIP Interest/Fees           (95,000)      (97,000)       (2,000)
                       ------------- ------------- -------------
Total Restructuring Costs (9,767,000)   (7,826,000)    1,941,000
                       ------------- ------------- -------------
Total Net Cashflow         4,266,000    33,859,000    29,593,000

Opening Unrestricted Cash 80,811,000    80,811,000             -
                       ------------- ------------- -------------
Total Cash Surplus/
(Deficiency)           C$85,077,000 C$114,670,000  C$29,593,000
                       ============= ============== ============

Actual net cash flows for the current period were approximately
C$29.6 million higher than the March 29 Forecast.  Explanations
for the significant items contributing to the positive variance
are:

  (1) a positive variance of C$20.9 million in total receipts in
      the Current Period as a result of:

      * a permanent variance of approximately C$5.2 million
        attributable to actual sales exceeding forecast;

      * a permanent positive difference of C$11.5 million due to
        faster collections of advertising receivables than what
        was assumed in the March 29 Forecast (this actual versus
        forecast difference is permanent as the LP Entities do
        not expect the current trend in collection patterns to
        reverse in near or medium term); and

      * a positive timing variance of approximately
        C$4.5 million due to higher-than-forecast collections in
        the last week of the current period which corresponds with
        the LP Entities' month-end and which is expected to
        reverse in future weeks.

  (2) a positive timing variance of C$5 million in capital
      expenditure disbursements which is expected to reverse
      within the current fiscal year ending August 31, 2010,
      so that the LP Entities total capital expenditure budget
      for fiscal year 2010 is expected to remain unchanged at
      C$20.5 million;

  (3) a permanent positive variance of C$1.2 million in advances
      to National Post Inc. as a result of faster repayments of
      the inter-company loan between the LP Entities and the
      National Post Inc. than what was assumed in the March 29
      Forecast; and

  (4) a positive variance in professional fees totaling
      C$1.4 million, a portion of which (C$500,000) is expected to
      reverse in future weeks.

                      Cash Flow Forecast

The LP Entities have prepared a revised cash flow forecast for
the period June 7 to September 5, 2010.  A copy of the Forecast
is available at http://researcharchives.com/t/s?6532

The opening balance in cash on June 7, 2010 was C$114.7 million.
Over the forecast period from June 7 to September 5, 2010, the
LP Entities forecast net cash outflows totaling C$8.1 million
consisting of:

  (1) receipts in the total amount of C$264.8 million;

  (2) disbursements relating to operations in the total amount
      of C$258.5 million;

  (3) net advances to National Post Inc. in the total amount of
      C$3 million; and

  (4) disbursements relating to restructuring in the total
      amount of C$11.3 million.

It is anticipated that the LP Entities' forecast liquidity
requirements during the forecast period will continue to be met
by the cash generated from operations and no draws on the DIP
Facility are forecast during the period.  The forecast ending
balance in cash for the week ending September 5, 2010, is
C$106.6 million, according to the report.

The LP Entities and CW Acquisition Limited Partnership
contemplate that the closing of the transaction to sell the
assets will occur on or before July 29, 2010, after which the LP
Entities will cease their operations.  It is anticipated that the
LP Entities will have sufficient resources to meet their forecast
liquidity requirements until such date, the report said.

                         Claims Process

Since June 3, 2010, FTI received approximately 230 proofs of
claim from employees, 23 proofs of claim received after the
claims bar dates.  The firm has also delivered 113 notices of
revision or disallowance and received 35 notices of dispute of
revision or disallowance, according to the report.

All proofs of claim that were not timely filed were rejected and
disallowed in their entirety.  As of June 11, 2010, no claims
against the directors and officers of the LP Entities have been
received.

                      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).


CAPITAL AUTOMOTIVE: Moody's Affirms 'Ba3' Corporate Family Ratings
------------------------------------------------------------------
Moody's Investors Service affirmed the Ba3 senior secured and
corporate family ratings of Capital Automotive LLC.  The ratings
outlook was revised to stable from negative, reflecting Moody's
belief that the negative trends and uncertainty in the US auto
industry has let up for the time being.  Nonetheless, Capital
Automotive remains a highly-levered company with limited
liquidity.

Capital Automotive's high leverage (about 9.6x net debt/EBITDA),
consisting almost entirely of secured debt, and the commensurate
lack of unencumbered assets remain substantial credit concerns.
Moody's is also concerned that the issuer has very limited
financial flexibility and limited access to public equity and
senior unsecured debt.  Asset sales will likely be required to
meet near-term liquidity needs.  Moreover, the portfolio is
concentrated in speculative-grade tenants in an industry --
automotive -- which while improving, remains susceptible to a weak
economy.  Finally, in contrast to other types of commercial real
estate, there exists little demonstrated alternative use for
properties if they go dark.

Capital Automotive, however, retains a number of important
strengths in Moody's view, including consistently high occupancy
(99% to 100%) and solid rent coverage (2x or better).  The
portfolio exhibits good diversity, in terms of brands, franchises
and locations.  The top tenants on Capital Automotive's roster
consist of the largest dealer groups in the country, which are the
most likely to benefit from industry consolidation.  These dealers
are more focused in foreign manufacturers which have experienced
less turmoil than their domestic equivalents.  In addition, they
benefit from multiple income streams, divided between new and used
sales, and repairs and maintenance.  The issuer's pure triple-net
model, with little capex and long-term leases is a strength, in
Moody's view.  Lastly, state franchise and zoning laws create
monopolies for store sites and use.

Moody's believes an upgrade could be warranted if Capital
Automotive were to demonstrate sufficient liquidity to support
operations for the next 24 months including paying down the
portion of debt that was not extended as well as scheduled
amortization of the credit facility.  The company would also need
to maintaining steady earnings and fixed charge coverage ratios
approaching 1.5x (including amortization), while reducing net
debt/EBITDA closer to 9x.  Conversely, Moody's would likely lower
Capital Automotive's ratings should fixed charge coverage
deteriorate below 1.2x, portfolio rent coverages decline below 2x
or EBITDA fall more than 15% below 2010 levels.

These ratings were affirmed with a stable outlook:

* Capital Automotive LLC -- Ba3 corporate family; Ba3 senior
  secured; B3 subordinated.

Moody's last rating action with respect to Capital Automotive took
place in November 2009 when the company's senior secured and
corporate family ratings were lowered to Ba3 from Ba1, and the
ratings outlook remained negative.

Capital Automotive LLC is headquartered in McLean, Virginia, and
is solely focused on providing sale-leaseback capital to the
automotive retail industry.  The company has nearly $3.7 billion
invested in over 500 automotive franchise facilities, and
approximately 17.5 million square feet of buildings over
approximately 3,000 acres in 36 states and Canada.


CATHOLIC CHURCH: Committee Proposes Greenberg as Counsel
--------------------------------------------------------
The Official Committee of Lay Employees in the bankruptcy case of
the Catholic Diocese of Wilmington, Inc., seeks permission from
the U.S. Bankruptcy Court for the District of Delaware to retain
Greenberg Traurig, LLP, as its counsel, nunc pro tunc to May 3,
2010.

As counsel, Greenberg Traurig will:

  (a) provide legal advice with respect to the Employee
      Committee's rights, powers and duties in the case;

  (b) prepare all necessary applications, answers, responses,
      objections, orders, reports and other legal papers;

  (c) represent the Employee Committee in all matters arising in
      the case, including any disputes or issues with the
      Diocese, alleged secured creditors and other third
      parties;

  (d) assist the Employee Committee in its investigation and
      analysis of the Diocese, including the review and analysis
      of all pleadings, claims and plans of reorganization that
      may be filed in the case, and any negotiations or
      litigation that may arise out of or in connection with
      those matters, operations and financial affairs; and

  (e) perform all other legal services for the Employee
      Committee that may be necessary or desirable in the
      proceedings.

The Employee Committee tells the Court that Greenberg Traurig will
be paid on an hourly basis, and will be reimbursed for actual,
necessary expenses and other charges incurred.

Greenberg Traurig's current hourly rates are:

  Professional              Rate
  ------------              ----
  Shareholders          $335 to $1,050
  Of Counsel            $325 to   $900
  Associates            $200 to   $575
  Paralegals             $65 to   $310

The principal attorneys and paralegals, and their hourly rates,
proposed to represent the Employee Committee in the bankruptcy
case are:

  Professional              Rate
  ------------              ----
  Donald J. Detweiler       $665
  Sandra G. M. Selzer       $495
  Elizabeth C. Thomas       $220

Donald J. Detweiler, Esq., a shareholder at Greenberg Traurig,
assures the Court that the firm is a "disinterested person" as
that term is defined in Section 101(14) of the Bankruptcy Code.

                 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: Court Authorizes Diocese for More Withdrawals
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the Catholic Diocese of Wilmington, Inc., on a ninth interim
basis, to make certain withdrawals from the pooled investment
account for the benefit of the Diocese and certain pooled
investors.

Subject to the terms of the Custody Agreement, Judge Sontchi
authorized the Diocese to make withdrawals from the pooled
investment account and to process withdrawal requests of non-
debtor pooled investors without further Court order, up to these
applicable amounts:

   Pooled Investor           Aggregate Cap
   ---------------           -------------
   Diocese                     $5,400,000
   Foundation                     414,500
   Charities                      231,768
   Cemeteries                     279,500
   Corpus Christi                 164,000
   Holy Family                    135,897
   Siena Hall                      85,665
   Children's Home                 79,140
   Seton Villa                     62,600
   Holy Cross                      50,000
   Our Lady of Lourdes             40,000
   Our Mother of Sorrows           23,620
   St. Ann (Wilmington)            10,000
                                ---------
                Total          $6,976,690

Notwithstanding any other provision of the Interim Order, the
Custodian will have no liability for, or otherwise be in violation
of the Interim Order, for acting in accordance with the Custody
Agreement or processing any withdrawal or investment requests made
by the Diocese.

Judge Sontchi also authorized the Diocese to continue to invest
and deposit funds into the pooled investment account in accordance
with its prepetition practices, without the need for a bond or
other collateral as required by Section 345(b) of the Bankruptcy
Code.  The entities with which the Diocese's pooled investment
funds are deposited and invested will be excused from full
compliance with the requirements of Section 345(b) until 45 days
following the docketing of a final order directing compliance with
Section 345(b) as to specific accounts following the next hearing
on the requested relief.

Nothing contained in the Interim Orders will prevent the Diocese
from establishing any additional sub-funds within the Pooled
Investment Account as it may deem necessary and appropriate, and
the Account's Custodian is authorized to process the Diocese's
request to account for transactions with respect to the sub-fund.

In the event Pooled Investment Funds or their proceeds transferred
by the Diocese to a non-debtor Pooled Investor pursuant to the
Interim Orders are determined to have been property of the
bankruptcy estate at the time of transfer, the transfer will be
presumed to have been an unauthorized postpetition transfer within
the meaning of Section 549(a)(2)(B) of the Bankruptcy Code,
provided that the presumption may be rebutted by a showing that
the transfer was made in the ordinary course of business within
the meaning of Section 363(c)(1) of the Bankruptcy Code.

Notwithstanding Rule 6004(h) of the Federal Rules of Bankruptcy
Procedure, Judge Sontchi held that the terms and provisions of
Interim Orders will be effective as of June 9, 2010.

                 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: Court OKs Fairbanks' Fee Applications
------------------------------------------------------
The Bankruptcy Court approved final fee applications of certain
professionals in connection with the services they provided to the
Diocese of Fairbanks:

Professional                 Period              Fees  Expenses
------------                 ------              ----  --------
Quarles & Brady LLP   03/01/08 - 03/19/10  $1,842,756  $125,222

Pachulski Stang       03/31/08 - 03/31/10     984,033    66,647
Ziehl & Jones LLP

Keegan, Linscott &    03/01/08 - 03/19/10     244,663     1,797
Kenon, P.C.

Manly & Stewart               --              240,120     1,749

Michael Murphy, and   01/15/09 - 03/19/10     179,729     6,639
AlixPartners, LLC

Dorsey & Whitney LLP  11/01/08 - 03/19/10      80,556     5,086

David H. Bundy, P.C.  03/31/08 - 03/30/10      66,525     1,558

J.H. Cohn LLP         05/07/09 - 03/19/10      49,565    10,888

Coers Mitchell Law,   01/04/10 - 03/19/10       3,025       356
L.L.C.

Separate memorandum orders were also filed for each of the
approved applications.

Prior to the entry of the orders, James I. Stang, Esq., submitted
a declaration in further support of Pachulski Stang Ziehl & Jones
LLP's final fee application.  Pachulski Stang is the Official
Committee of Unsecured Creditors' counsel.

                U.S. Trustee Files Declaration

Kay Hill, Assistant United States Trustee for Region 18, submits
to the Court a declaration in support of the U.S. Trustee's
objection to Cook Schuhmann & Groseclose, Inc.'s final fee
application.  Cook Schuhmann is the Diocese's special counsel.

To recall, the U.S. Trustee asserted that an invoice submitted by
Cook Schuhmann included secretarial and clerical services in the
firm's paralegal billings, which is considered non-compensable
overhead.  Cook Schuhmann sought allowance of its fees aggregating
$100,818 and expenses for $822.

               Cook Schuhmann Amends Application

Cook Schuhmann submitted to the Court on June 23, 2010, an amended
fee application to (i) incorporate amounts omitted from the
original application filed on May 3, 2010, and (ii) resolve the
issues raised by the U.S. Trustee.

Kasey C. Nye, Esq., at Quarles & Brady LLP, in Tucson, Arizona,
contends that the original application inadvertently omitted
invoices for legal services relating to an adversary proceeding,
which total approximately $43,000 for 229 hours.  To resolve the
issues raised in the U.S. Trustee's Objection, Cook Schuhmann has
agreed to write down a portion of its fees.

Accordingly, for the period March 1, 2008, through March 19, 2010,
Cook Schuhmann asks the Court to allow it professional
compensation aggregating $137,959 and reimbursement of actual and
necessary expenses for $2,844.  Cook Schuhmann also asks the Court
to authorize and direct the Diocese to pay the amounts as allowed
to the firm.

                About the Diocese of Fairbanks

The Roman Catholic Diocese of Fairbanks in Alaska, aka Catholic
Bishop of Northern Alaska, aka Catholic Diocese of Fairbanks, aka
The Diocese of Fairbanks, aka CBNA -- http://www.cbna.info/--
filed for Chapter 11 bankruptcy on March 1, 2008 (Bankr. D. Alaska
Case No. 08-00110).  Susan G. Boswell, Esq., at Quarles & Brady
LLP represents the Debtor in its restructuring efforts.  Michael
R. Mills, Esq., of Dorsey & Whitney LLP serves as the Debtor's
local counsel and Cook, Schuhmann & Groseclose Inc. as its special
counsel.  Judge Donald MacDonald, IV, of the United States
Bankruptcy Court for the District of Alaska presides over
Fairbanks' Chapter 11 case.  The Debtor's schedules show total
assets of $13,316,864 and total liabilities of $1,838,719.

The church's plans to file its bankruptcy plan and disclosure
statement on July 15, 2008.  Its exclusive plan filing period
expires on January 15, 2009.  (Catholic Church Bankruptcy News;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


CBGB HOLDINGS: Founder's Estate Seeks Dismissal of Chapter 11
-------------------------------------------------------------
Jacqueline Palank at Dow Jones Daily Bankruptcy Review reports
that the estate of Hilly Kristal, founder of the defunct CBGB punk
rock club, urges the Manhattan bankruptcy court to dismiss CBGB
Holdings LLC's Chapter 11 proceeding, saying it's "inconceivable"
that the buyer of the club's assets could ever reorganize.
Kristal's estate accuses CBGB Holdings of letting the shuttered
club's famous memorabilia waste away in storage trailers and of
failing to protect its lucrative trademarks.

Ms. Palank notes that, according to Kristal's estate (Kristal died
in August 2007), CBGB Holdings this February defaulted on the $2.4
million note it issued to the estate in connection with its 2008
purchase.  Despite the estate's agreeing to "numerous extensions"
of the maturity date and allowing CBGB Holdings time to seek new
financing or sell the assets, the estate says CBGB Holdings was
"unable to make anything happen despite having numerous
opportunities."

As a result, the estate exercised its rights to seize control of
the assets securing its claim -- including the club's trademarked
logo that emblazons its popular t-shirts.  But the estate says
it's concerned about what's happened to the value of these assets
in the past few years.  "The debtor did amazingly little with the
CBGB assets that it purchased over two years ago, to either
protect them, generate income from them, or preserve them," the
estate's lawyers wrote in court papers, according to the report.

The Court is slated to consider whether to dismiss the bankruptcy
at a July 20 hearing.  CBGB Holdings' bankruptcy attorney wasn't
immediately available for comment Monday.

CBGB Holdings, LLC, filed for bankruptcy on June 11, 2010 (Bankr.
S.D.N.Y. Case No. 10-13130).  Judge Stuart M. Bernstein presides
over the case.  Kenneth A. Reynolds, Esq., at McBreen & Kopko, in
Jericho, New York, serves as the Debtor's counsel.  The petition
listed both assets and debts from $1,000,001 to $10,000,000.


CHARLESTON ASSOCIATES: Gets Interim Okay to Use Cash Collateral
---------------------------------------------------------------
Charleston Associates, LLC, sought and obtained interim
authorization from the Hon. Kevin J. Carey of the U.S. Bankruptcy
Court for the District of Delaware to use cash collateral until
August 1, 2010.

The property upon which the Debtor's shopping center conducts its
operations is subject to a deed of trust and absolute assignment
of rents and leases and security agreement dated as of
December 23, 2004.  The Deed of Trust secures a promissory note
secured by Deed of Trust, dated as of December 23, 2004, in the
original principal amount of $58 million.  The Promissory Note and
Deed of Trust are securitized and the technical beneficiary of the
Deed of Trust is Mortgage Electronic Registration Systems, Inc., a
Delaware corporation.  The trustor of the Deed of Trust is Boca
Fashion Village, LLC, the predecessor of the Debtor.

Bradford J. Sandler, Esq., at Pachulski Stang Ziehl & Jones LLP,
the attorney for the Debtor, explains that the Debtor needs to use
the cash collateral to pay ordinary business and operational
expenses and limited administrative costs for a period of 45 days
through July 31, 2010, as set forth in a budget.  A copy of the
budget is available for free at:

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

The Debtor claims that the Beneficiary is adequately protected
because the Debtor will be using incoming rents as cash collateral
to pay ordinary business expenses in order to maintain the
operations and value of the Shopping Center.  According to the
Debtor, the use of cash collateral is warranted to preserve the
assets of the estate.

The Court has set a final hearing for July 29, 2010, at 3:00 p.m.
on the Debtor's request to use cash collateral.

                    About Charleston Associates

Las Vegas, Nevada-based Charleston Associates, LLC, fdba Boca
Fashion Village Syndications Group, LLC, fdba Boca Fashion
Village, LLC, is the successor by merger to Boca Fashion Village
Syndications Group, LLC.  It is a limited liability corporation
that owns a portion of a community shopping center located in Las
Vegas, Nevada.  Charleston's property consists of 20.4 acres
located at 700-730 S. Rampart Boulevard and is known as Boca
Fashion Village.

Charleston Associates filed for Chapter 11 bankruptcy protection
on  June 17, 2010 (Bankr. D. Del. Case No. 10-11970).  Bradford J.
Sandler, Esq., at Pachulski Stang Ziehl & Jones LLP, assists the
Company in its restructuring effort.  The Company listed
$10,000,001 to $50,000,000 in assets and $50,000,001 to
$100,000,000 in liabilities.


CHARLESTON ASSOCIATES: Files Schedules of Assets & Liabilities
--------------------------------------------------------------
Charleston Associates, 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                    $42,000,000
B. Personal Property                $50,348,446
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                      $60,071,340
E. Creditors Holding
   Unsecured Priority
   Claims                                                       $0
F. Creditors Holding
   Unsecured Non-priority
   Claims                                               $4,993,554
                                    -----------        -----------
TOTAL                               $92,348,446        $65,064,894

Las Vegas, Nevada-based Charleston Associates, LLC, fdba Boca
Fashion Village Syndications Group, LLC, fdba Boca Fashion
Village, LLC, is the successor by merger to Boca Fashion Village
Syndications Group, LLC.  It is a limited liability corporation
that owns a portion of a community shopping center located in Las
Vegas, Nevada.  Charleston's property consists of 20.4 acres
located at 700-730 S. Rampart Boulevard and is known as Boca
Fashion Village.

Charleston Associates filed for Chapter 11 bankruptcy protection
on  June 17, 2010 (Bankr. D. Del. Case No. 10-11970).  Bradford J.
Sandler, Esq., at Pachulski Stang Ziehl & Jones LLP, assists the
Company in its restructuring effort.  The Company listed
$10,000,001 to $50,000,000 in assets and $50,000,001 to
$100,000,000 in liabilities.


CHARLESTON ASSOCIATES: Taps Butler Rubin as Bankruptcy Counsel
--------------------------------------------------------------
Charleston Associates, LLC, has asked for authorization from the
U.S. Bankruptcy Court for the District of Delaware to employ
Butler Rubin Saltarelli & Boyd LLP as counsel, nunc pro tunc to
the Petition Date.

Butler Rubin will, among other things:

     a. attend meetings and negotiate with representatives of
        creditors and other parties-in-interest;

     b. prepare motions, applications, answers, orders, reports
        and papers necessary to the administration of the Debtor's
        estates;

     c. take any necessary action on behalf of the Debtor to
        obtain approval of a disclosure statement and confirmation
        of a Chapter 11 plan; and

     d. advise the Debtor in connection with any potential sale of
        assets.

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

        Neal L. Wolf, Partner                 $695
        Karen Borg, Partner                   $475
        Vincente Tennereffi, Associate        $295
        Laura Spencer, Paralegal              $185

        Partners                            $390-$695
        Of Counsel                          $400-$675
        Associates                          $295-$355
        Paralegals                          $100-$200

Neal L. Wolf, a partner at Butler Rubin, assures the Court that
the firm is a "disinterested person," as that term is defined in
section 101(14) of the Bankruptcy Code, as modified by section
1107(b) of the Bankruptcy Code.

                    About Charleston Associates

Las Vegas, Nevada-based Charleston Associates, LLC, fdba Boca
Fashion Village Syndications Group, LLC, fdba Boca Fashion
Village, LLC, is the successor by merger to Boca Fashion Village
Syndications Group, LLC.  It is a limited liability corporation
that owns a portion of a community shopping center located in Las
Vegas, Nevada.  Charleston's property consists of 20.4 acres
located at 700-730 S. Rampart Boulevard and is known as Boca
Fashion Village.

Charleston Associates filed for Chapter 11 bankruptcy protection
on  June 17, 2010 (Bankr. D. Del. Case No. 10-11970).  The Company
listed $10,000,001 to $50,000,000 in assets and $50,000,001 to
$100,000,000 in liabilities.


CHARLESTON ASSOCIATES: Wants to Hire Pachulski Stang as Co-Counsel
------------------------------------------------------------------
Charleston Associates, LLC, has sought permission from the U.S.
Bankruptcy Court for the District of Delaware to employ Pachulski
Stang Ziehl & Jones LLP as co-counsel and conflicts counsel, nunc
pro tunc to the Petition Date.

PSZ&J will, among other things:

     a. provide legal advice with respect to the Debtor's powers
        and duties as debtor-in-possession in the continued
        operation of its business and management of its property;

     b. prepare applications, motions, answers, orders, reorts and
        other legal papers;

     c. appear in Court on behalf of the Debtor; and

     d. prepare and pursue confirmation of a plan and approval of
        a disclosure statement.

PSZ&J will be paid based on the hourly rates of its personnel:

        Bruce Grohsgal                 $675
        Bradford J. Sandler            $650
        Lynzy Oberholzer               $220

Bradford J. Sandler, a partner at PSZ&J, assures the Court that
the firm  is a "disinterested person," as that term is defined in
section 101(14) of the Bankruptcy Code, as modified by section
1107(b) of the Bankruptcy Code.

Las Vegas, Nevada-based Charleston Associates, LLC, fdba Boca
Fashion Village Syndications Group, LLC, fdba Boca Fashion
Village, LLC, is the successor by merger to Boca Fashion Village
Syndications Group, LLC.  It is a limited liability corporation
that owns a portion of a community shopping center located in Las
Vegas, Nevada.  Charleston's property consists of 20.4 acres
located at 700-730 S. Rampart Boulevard and is known as Boca
Fashion Village.

Charleston Associates filed for Chapter 11 bankruptcy protection
on  June 17, 2010 (Bankr. D. Del. Case No. 10-11970).  Bradford J.
Sandler, Esq., at Pachulski Stang Ziehl & Jones LLP, assists the
Company in its restructuring effort.  The Company listed
$10,000,001 to $50,000,000 in assets and $50,000,001 to
$100,000,000 in liabilities.


CIRCUIT CITY: Asked to Complete Plan Mediation in 30 Days
---------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Circuit City Stores
Inc. and its Official Committee of Unsecured Creditors were
directed by U.S. Bankruptcy Judge Kevin R. Huennekens to mediate
their disputes so there can be a liquidating Chapter 11 plan on
which both sides agree.  Judge Huennekens told the Company and the
Committee to complete mediation in 30 days and report to him at a
July 22 status conference.

Circuit City and the committee jointly filed a liquidating plan
last August, with the explanatory disclosure statement approved in
September.  They were never able to agree on who would control the
liquidating trust to be created under the plan.   On June 1, 2010,
the Creditors Committee filed its proposed Plan of Liquidation.
The Joint Plan and the Committee Plan both provide for the
liquidation of the Debtors' remaining assets and distributions to
creditors through a liquidating trust.

                       About Circuit City

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

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

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

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

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

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


CLEARPOINT BUSINESS: Owes $12.7 Million to ComVest
--------------------------------------------------
Bill Rochelle at Bloomberg News reports that ClearPoint Business
Resources Inc., which filed for Chapter 11 late last week, owes
$12.7 million to the secured lender ComVest Capital LLC.

Court papers say the assets are $5.5 million while consolidated
debt is $24.5 million.  ComVest owns 57% of the outstanding common
stock as the result of exercising warrants.

ClearPoint, a provider of staffing services, sold most of its
business in April to the former chief executive officer for a
$4.85 million note.  Current revenue is about $30,000 a month in
royalties on client contracts and a subcontract fee of $250,000
that ends in December.  Revenue in 2009 was $5.2 million.

                    About ClearPoint Business

ClearPoint Business Resources and ClearPoint Resources filed for
Chapter 11 protection on June 23, 2010 (Bankr. D. Del. Lead Case
No. 10-12037).

ClearPoint is represented by Jamie Lynne Edmonson of Bayard.

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.


COMPLIANCE SYSTEMS: Posts $653,00 Net Loss for First Quarter
------------------------------------------------------------
Compliance Systems Corporation filed its quarterly report on
Form 10-Q, reporting a net loss of $653,045 on $299,520 of revenue
for the three months ended March 31, 2010, compared with a net
loss of $446,750 on $312,132 of revenue for the same period of
2009.

The Company's balance sheet at March 31, 2010, showed $1,715,885
in assets and $4,207,631 of liabilities, for a stockholders'
deficit of $2,491,746.

The Company has suffered continued losses from operations since
its inception and incurred a net loss of $653,045 for the three
months ended March 31, 2010.  The Company had stockholders'
deficiencies of $2,491,746 and $2,297,933 and working capital
deficiencies of $3,615,564 and $2,147,255 at March 31, 2010, and
December 31, 2009, respectively.

"The prolonged trend of net losses incurred over the last six
fiscal years raises substantial doubt about the Company's ability
to continue as a going concern," Compliance Systems said in the
Form 10-Q.

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

               http://researcharchives.com/t/s?6575

Headquartered in Glen Cove, New York, Compliance Systems
Corporation operates its principal businesses through two of its
subsidiaries, Call Compliance, Inc. and Execuserve Corp.

Call Compliance, Inc., helps telemarketing operators ensure
compliance in the highly regulated, strictly enforced Do-Not-Call
and other telemarketing guidelines environment.  CCI designs,
develops and deploys compliance products that it believes are
effective, reliable, cost efficient and help alleviate many of the
burdens placed upon telemarketers.

Execuserve Corp. provides organizations, who are hiring employees,
with tests and other evaluation tools and services to assess and
compare job candidates.  Execuserve has developed a proprietary
behavioral assessment test called Hire-Intelligence(TM) which
applies adaptive testing techniques to probe each job candidate
who takes the test for potential behavioral strengths and
weaknesses relevant to the job for which they are being
considered.


COLONIAL BANCGROUP: Court Says Deferred Pay Belongs to Parent
-------------------------------------------------------------
Patrick Fitzgerald at Dow Jones Daily Bankruptcy Review reports
that Judge Dwight H. Williams, Jr. of the U.S. Bankruptcy Court in
Montgomery, Ala., held that about $2 million in deferred
compensation owed to Colonial Bank's former employees was the
property of the bankruptcy estate of Colonial Bancgroup Inc., the
bank's former parent.

"Under the terms of both the plan and trust documents, the assets
of the plan are general assets of the debtor, and the participants
have merely a general unsecured claim for payment from the
debtor," said Judge Williams in an opinion issued Friday,
according to the report.  Dow Jones relates Judge Williams ruled
the Colonial's deferred compensation plan was a so-called top hat
plan.  By definition, these unfunded plans are provided to high-
level managers and highly paid employees and are exempt from
certain legal provisions regarding vesting and fiduciary
responsibility.

Dow Jones notes about 90 employees put money into the top hat plan
as a way to defer paying income tax.  But in return, the judge
said, the participants had no ownership interests in the plan
assets and only an unsecured claim against the parent.  "To
exclude the assets of an unfunded plan from property of the estate
and remove those assets from the reach of general unsecured
creditors would therefore fly in the face of the very purpose,
structure and function of a top hat plan," Judge Williams said,
according to the report.

According to Dow Jones, as a result of Judge Williams' decision,
the $2 million at issue will flow into a pool of assets to be
distributed to all of Colonial Bancgroup's unsecured creditors.
Whether these creditors will actually see any recovery remains to
be seen.  Colonial Bancgroup has been sparring with the Federal
Deposit Insurance Corp. over the rights to hundreds of millions of
dollars in disputed assets, among them tax refunds, proceeds from
insurance policies and other property as well as capital
contributions made to shore up the bank.  The FDIC was named
receiver of Colonial Bank after regulators seized the Montgomery,
Ala., bank in the summer of 2009 and sold its assets to BB&T Corp.
The federal agency, which is charged with managing the
receiverships of failed banking institutions, claims the parent
owes it $1 billion and estimates the bank's collapse will cost its
insurance fund $3.8 billion, making it one of the most expensive
bank failures in U.S. history.

Dow Jones recalls Colonial Bancgroup has argued the FDIC's
argument is "without merit," but if successful, the holding
company will be forced to liquidate. The result, according to
Colonial's lawyers, is that the FDIC will "reap the remaining
benefits of the estate," leaving other creditors owed some $400
million out of the money.

                     About Colonial BancGroup

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

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


CONNOLLY PROPERTIES: Auction Draws $21.3 Million for Properties
---------------------------------------------------------------
Mark Spivey, staff writer of My Central Jersey, reports that the
auction of assets of Connolly Properties Inc. drew $21.3 million
that doubles the combined suggested opening-value of $8.2 million.

According to the report, the sold properties included the 107-unit
Netherwood Village, the 102-unit Watchung Gardens and the 58-unit
Green Brook Village, clustered together on the 700 and 800 blocks
of East Front Street; the 84-unit Liberty Arms on West Seventh
Street, the 39-unit Madison Avenue Apartments and the 21-unit
Central Avenue Apartments.

Plainfield, New Jersey-based Cornell-Pingry Arms, LLC, and
affiliate Connolly Properties Inc. filed for Chapter 11 on April
7, 2010 (Bankr. D. N.J. Case No. 10-20441).  Debtor's Counsel:
Thomas Michael Walsh, Esq., at Trenk, DiPasquale, et al.,
represents the Debtors in their Chapter 11 effort.
Cornell-Pingry disclosed assets and debts of of $1,000,001 to
$10,000,000 as of the filing date.


DB CAPITAL: Involuntary Chapter 11 Case Summary
-----------------------------------------------
Alleged Debtor: DB Capital Holdings, LLC
                201 N. Main Street, Suite 203
                Aspen, CO 81611

Bankruptcy Case No.: 10-25805

Involuntary Chapter 11 Petition Date: June 24, 2010

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

Judge: Elizabeth E. Brown

Debtor's Counsel: Pro Se

Petitioners' Counsel: Jeffrey S. Brinen, Esq.
                      303 E. 17th Avenue, Suite 500
                      Denver, CO 80203
                      Tel: (303) 832-2400
                      E-mail: jsb@kutnerlaw.com

Creditors who signed the Chapter 11 petition:

    Petitioners                    Nature of Claim    Claim Amount
    -----------                    ---------------    ------------
Fred Funk                          Contract for           $354,166
24579 Harbourview Drive            Marketing &
Ponte Vedra, FL 32082              Promotion

William Dennis                     Promissory note        $300,000
10302 Deerwood Park Boulevard
Jacksonville, FL 32256

G.D.B.S. at Snowmass, Inc.         Lease on                $54,000
Attn: Andrew W. Light              business
P.O. Box 620
Basalt, CO 81621

Realty Financial Resources, Inc.   Financial               $25,000
Attn: George David                 Advisory
1441 Stockton Street               Services
St. Helena, CA 94574

O'Bryan Partnership, Inc.          Architect               $11,132
Attn: Ken A. O'Bryan               Services
P.O. Box 2773
620 Main Street, Unit 8
Frisco, CO 80443


DIETRICH'S SPECIALTY: Files New List of Top Unsecured Creditors
---------------------------------------------------------------
Dietrich's Specialty Processing LLC has filed with U.S. Bankruptcy
Court for the Eastern District of Pennsylvania its list of 20
largest unsecured creditors, disclosing:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
FrieslandCampina
Attn: Joost van Schinjndel
61 S. Paramus Road
Suite 422
Paramus, NJ 07652             Trade Debt              $318,503

Principal Financial Service
111 W State Street
Mason City, IO 50401          Employee Benefits       $161,636

Hartford Fire Insurance Co
One Hartford Plaza
Hartford, CT 06155            Trade Debt              $144,324

UGI Energy Services Inc.      Trade Debt              $130,486

UGI Utilities                 Trade Debt              $109,680

Chemserve Inc.                Trade Debt              $105,114

Richard M. Kline & Son Inc.   Trade Debt               $83,374

H. Lawrence Clofine           Shareholder Loan         $55,447

Met-Ed                        Trade Debt               $42,641

Jeffrey N. James              Shareholder Loan         $36,999

Robert H. Kline               Shareholder Loan         $33,616

Highlife Properties LLC       Trade Debt               $29,050

Hill Wallack LLP              Trade Debt               $24,296

CitiBusiness Card             Trade Debt               $20,141

Reinsel Kuntz Lesher          Trade Debt               $15,472

Internal Revenue Service      Taxes                    $14,987

Delval Equipment Corporation  Trade Debt               $12,183

Cintas Corporation            Trade Debt               $11,547

Clover Farms Dairy Co.        Trade Debt               $10,000

Dairyland Packaging           Trade Debt                $7,196

Reading, Pennsylvania-based Dietrich's Specialty Processing LLC
filed for Chapter 11 bankruptcy protection on May 10, 2010 (Bankr.
E.D. Pa. Case No. 10-21399).  Dexter K. Case, Esq., at Case,
DiGiamberardino & Lutz, P.C., assists the Company in its
restructuring effort.  The Company estimated its assets and
liabilities at $10,000,001 to $50,000,000.


DIETRICH'S SPECIALTY: Gets Final Okay to Obtain DIP Financing
-------------------------------------------------------------
Dietrich's Specialty Processing, LLC, obtained final authorization
from the Hon. Richard E. Fehling of the U.S. Bankruptcy Court for
the Eastern District of Pennsylvania to use cash collateral and
obtain postpetition financing from VIST Bank until July 30, 2010.

In June 2010, the Debtor obtained interim approval from Judge
Fehling to use cash collateral and obtain DIP financing.

The DIP lender has committed to provide a non-revolving line of
credit.  The Debtor's obligation to repay advances under the line
of credit will be evidenced by the Debtor's promissory note in the
face amount of $500,000.

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

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

Dexter Case, Esq., at Case, DiGamberardino & Lutz, P.C., the
attorney for the Debtor, explains that the Debtor needs the money
to fund its Chapter 11 case, pay suppliers and other parties.

Prior to the commencement of the Debtor's bankruptcy case, VIST
made loans and advances, and provided other credit accommodations
to and for the benefit of the Debtor.  The principal amount of all
loans, advances and other indebtedness owed by the Debtor to VIST
pursuant to the existing financing agreements as of the Petition
Date consists of loans in the aggregate principal amount of not
less than $4,396,060.85, together with interest accrued and
accruing thereon and fees, costs, expenses and other charges
accrued and accruing with respect thereto.

The DIP facility will incur interest at the Prime Rate (the
greater of (i) 5% and (ii) the rate per annum equal to the rate of
interest announced by Bank as its Prime Rate).  In the event of
default, the Debtors will pay the sum of the Prime Rate in effect
from time to time, plus the 300 basis points for each 30 day
period or the default rate margin.

VIST is authorized to apply a $78,000 initial advance under the
DIP Agreement to repay in full all accrued pre-petition interest
on the Pre-Petition Debt and future advances under the DIP
Agreement and cash collateral to post-petition interest on the
Pre-Petition Debt and the DIP Financing in accordance with the
budget, a copy of which is available for free at:

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

Reading, Pennsylvania-based Dietrich's Specialty Processing LLC
filed for Chapter 11 bankruptcy protection on May 10, 2010 (Bankr.
E.D. Pa. Case No. 10-21399).  Dexter K. Case, Esq., at Case,
DiGiamberardino & Lutz, P.C., assists the Company in its
restructuring effort.  The Company estimated its assets and
liabilities at $10,000,001 to $50,000,000.


DOLLAR THRIFTY: Expands Franchise and Corporate Locations
---------------------------------------------------------
Dollar Thrifty Automotive Group, Inc., has opened 15 new U.S.
franchise locations and two corporate locations since Jan. 1,
2010.

"We are very pleased with our current expansion efforts, which are
expected to augment our organic growth from an improving economy,"
said Scott Thompson, president and chief executive officer of the
Company.  "The added franchise locations expand our value brands
in a capital efficient way while our new corporate-owned locations
represent long-term revenue growth opportunities."

The Company's new corporate stores serve two of the top 100
airports in the U.S.  They include the re-establishment of the
Dollar and Thrifty brands in Des Moines, Iowa, scheduled to open
Aug. 1, 2010, and also the addition of the Thrifty brand to the
Company's existing Dollar corporate location in Minneapolis, Minn.

The Company's franchise expansion includes Dollar Rent A Car
openings in Savannah, Ga., Panama City Beach, Fla. and
Chattanooga, Tenn., as well as Thrifty Car Rental franchises in
Panama City Beach, Fla. and Chattanooga, Tenn. The Company
franchised its corporate location in Little Rock, Ark., with the
licensee operating both the Dollar and Thrifty brands there.

Additionally, Thrifty Car Sales has recently opened a number of
dealerships, which provide retail used vehicles sales and serve
the rental needs of the local market.  These operations will
provide the Company with additional brand exposure and incremental
income. These new dealerships include Pasco, Wash., Hollidaysburg,
Pa, Coopersburg, Pa., Bowling Green, Ky., Hurricane, W.Va.,
Lexington, Ky., New Carlisle, Ohio and Pensacola, Fla.

Dollar and Thrifty have over 1,550 corporate and franchised
worldwide locations including approximately 600 in the U.S. and
Canada.

                       About Dollar Thrifty

Dollar Thrifty Automotive Group, Inc., is headquartered in Tulsa,
Oklahoma.  Driven by the mission "Value Every Time," the Company's
brands, Dollar Rent A Car and Thrifty Car Rental, serve value-
conscious travelers in over 70 countries.  Dollar and Thrifty have
over 600 corporate and franchised locations in the United States
and Canada, operating in virtually all of the top U.S. and
Canadian airport markets.  The Company's approximately 6,400
employees are located mainly in North America, but global service
capabilities exist through an expanding international franchise
network.

The Company's balance sheet at Dec. 31, 2009, showed $2.64 billion
in total assets and $2.25 billion in total liabilities.  I
November 2009, Standard & Poor's Ratings Services raised its
corporate credit rating of Dollar Thrifty to 'B-' from 'CCC', in
light of the Company's improved operating and financial
performance that began in mid-2009.  Moody's Investors Service
also upgraded Dollar Thrifty's Probability of Default Rating to

'B3' from 'Caa2' and Corporate Family Rating to 'B3' from 'Caa3'


DOT VN: Vision Capital Reports 6.2% Equity Stake
------------------------------------------------
Vision Opportunity Master Fund, Ltd., a Cayman Islands company;
Vision Capital Advisors, LLC, a Delaware limited liability
company; and Adam Benowitz, the Managing Member of Vision Capital
Advisors as Investment Manager, disclosed that as of June 17,
2010, they may be deemed to beneficially own 2,642,337 shares or
roughly 6.2% of the common stock of Dot VN Inc.

As of June 17, 2010, the Master Fund (i) owned 2,778 shares of
Common Stock, (ii) had the ability to acquire an additional
2,639,559 shares of Common Stock within 60 days through the
exercise or conversion of derivative securities, and (iii) thus
beneficially owned 2,642,337 shares of Common Stock, representing
6.2% of all of the outstanding shares of Common Stock.

The Master Fund is a private investment vehicle engaged in
investing and trading in a wide variety of securities and
financial instruments for its own account.  The Master Fund
directly beneficially owns all of the shares reported in this
Statement.  Mr. Benowitz and the Investment Manager may be deemed
to share with the Master Fund voting and dispositive power with
respect to such shares. Each Filer disclaims ben

                           About Dot VN

Dot VN, Inc. -- http://www.DotVN.com/-- provides innovative
Internet and telecommunication services for Vietnam.  The Company
was awarded an "exclusive long term contract" by the Vietnamese
government to register ".vn" (Vietnam) domains and commercialize
Parking Page Marketing/Online Advertising worldwide via the
Internet.  Also, Dot VN has exclusive rights to distribute and
commercialize Micro-Modular Data CentersTM solutions and Gigabit
Ethernet Wireless applications to Vietnam and Southeast Asia
region.

At January 31, 2010, the Company's balance sheet showed
$2.5 million in total assets and $10.0 million in total
liabilities for a $7.5 million stockholders' deficit.

Chang G. Park, CPA, in its March 17, 2010 report, said the
Company's losses from operations raise substantial doubt about its
ability to continue as a going concern.


EMMIS COMMUNICATIONS: Smulyan Extends Tender Offer Until July 30
----------------------------------------------------------------
Emmis Communications Corporation filed with the Securities and
Exchange Commission amended disclosure documents relating to its
offer to issue its 12% PIK Senior Subordinated Notes due 2017 in
exchange for its currently outstanding 6.25% Series A Cumulative
Convertible Preferred Stock.  Emmis has not commenced the Exchange
Offer and expects to do so shortly after completion of the SEC
review process.  Any securities tendered into the Exchange Offer
prior to its commencement will be returned to the holder tendering
the securities.  Emmis will issue a press release announcing the
Exchange Offer once it has commenced.

In addition, Emmis has been informed that JS Acquisition, Inc., an
Indiana corporation owned by Jeffrey H. Smulyan, the Chairman,
Chief Executive Officer and President of Emmis, is extending until
5:00 p.m., New York City time, on Friday, July 30, 2010, its offer
to purchase substantially all of Emmis' outstanding shares of
Class A Common Stock for $2.40 per share in cash in order to be
able to coordinate the timing of the planned deadlines of the JS
Acquisition Tender Offer and the Exchange Offer.

As of 5:00 p.m., New York City time, on Tuesday, June 22, 2010,
approximately 193,943 Shares have been tendered in and not
withdrawn from the Offer.

For more information, please contact BNY Mellon Shareowner
Services, which serves as Information Agent and Exchange Agent in
connection with the Exchange Offer.  The Information Agent's
telephone number is (201) 680-6579 or (866) 301-0524 (toll free)
and the Exchange Agent's telephone number is (201) 680-6579 or
(800) 777-3674 (toll free).

A full-text copy of Amendment No. 1 to Emmis' Tender Offer
Statement under Section 14(d)(1) or 13(e)(1) of the Securities
Exchange Act of 1934 is available at no charge at
http://ResearchArchives.com/t/s?657d

A full-text copy of Amendment No. 1 to Emmis' Schedule 14d-9
Solicitation/Recommendation Statement Under Section 14(d)(4) of
the Securities Exchange Act of 1934, is available at no charge at
http://ResearchArchives.com/t/s?657e

As of June 24, 2010, Jeffrey H. Smulyan et al. may be deemed to
beneficially own 6,122,531 shares of Emmis Class A Common Stock
and 6,101,476 shares of Class B Common Stock, which are
convertible into shares of Class A Common Stock at any time on a
share-for-share basis.  Mr. Smulyan et al. may be deemed to own
roughly 29.1% of Emmis Class A shares.

Alden Global Capital Limited, Alden Global Distressed
Opportunities Master Fund, L.P., and Smith Management LLC may be
deemed to beneficially own an aggregate of 12,224,006.28 shares of
Class A Common Stock -- consisting of the 1,406,500 shares of
Class A Common Stock that Alden et al. hold, the 2,837,078.28
shares of Class A Common Stock into which the 1,162,737 shares of
Preferred Stock are convertible and (i) the 6,261,982 shares of
Class A Common Stock beneficially owned by Jeffrey H. Smulyan and
(ii) the 1,718,446 shares of Class A Common Stock held by certain
shareholders of the Emmis set forth in a rollover agreement by and
among JS Acquisition, LLC and such shareholders, dated May 24,
2010, as amended -- representing approximately 29.2% of the Class
A Common Stock outstanding and taking into account 2,837,078.28
shares of Class A Common Stock that would be issued upon the
conversion of the Preferred Stock and 6,101,476 shares of Class A
Common Stock issuable upon conversion of the shares of Class B
Common Stock beneficially owned by Mr. Smulyan.

On June 23, 2010, Alden Global Distressed Opportunities Master
Fund, L.P., Alden Global Value Recovery Master Fund, L.P., Alden
Media Holdings, LLC, JS Acquisition, LLC, and Mr. Smulyan entered
into an Amendment and Consent Letter Agreement, with respect to,
among other things, the extension of the Tender Offer and certain
other amendments and consents relating to the Securities Purchase
Agreement and the transactions contemplated thereby.

                    About Emmis Communications

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

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

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

                           *     *     *

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

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


ENVIRONMENTAL SOURCE: Mass. Debtor Debarment Law Preempted
----------------------------------------------------------
WestLaw reports that enforcement against a Chapter 11 debtor
which, as a union shop engaged in the business of asbestos removal
and mitigation, could competitively bid only on public projects,
on which all contractors were required to pay the prevailing wage,
of a debarment provision of Massachusetts workers' compensation
law, to prevent the debtor from bidding on any public projects
based on its prepetition nonpayment of a workers' compensation
premium and an earlier cancellation of its workers' compensation
insurance, violated the anti-discrimination of the Bankruptcy Code
by punishing the debtor for its prepetition insolvency.  The
debarment statute, M.G.L.A. c. 152, Sec. 25C(10), was preempted by
federal law, and the debtor was entitled to a preliminary
injunction against its enforcement.  In re Environmental Source
Corp., --- B.R. ----, 2010 WL 2332090 (Bankr. D. Mass.) (Hoffman,
J.).

Environmental Source Corporation sought chapter 11 protection
(Bankr. D. Mass. Case No. 10-41752) on April 8 or 9, 2010, and is
represented by Michael B. Feinman, Esq., and Tali A. Tomsic, Esq.,
at Feinman Law Offices in Andover, Mass.  The Debtor disclosed
$560,705 in assets and $1,721,016 in liabilities ($592,944 of
which is secured debt and $162,270 of which is priority debt) in
its Schedules of Assets and Liabilities filed (Doc. 24) with the
Bankruptcy Court on April 27, 2010.


EXCELLENCY INVESTMENT: Posts $599,000 Net Loss for First Quarter
----------------------------------------------------------------
Excellency Investment Realty Trust, Inc., filed its quarterly
report on Form 10-Q/A, reporting a net loss of $598,958 on
$445,578 for the three months ended March 31, 2010, compared to a
net loss of $581,440 on $460,653 of revenue for the same period of
2009.

The Company's balance sheet at March 31, 2010, showed $4,176,780
in assets and $21,466,498 of liabilities, for a stockholders'
deficit of $17,289,718.

As reported in the Troubled Company Reporter on April 21, 2010,
M&K CPAs, PLLC, in Houston, 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 suffered a
net loss from operations and has a net capital deficiency.

"The Company has suffered recurring losses from operations.
During the three months ended March 31, 2010, the Company had a
net loss of $595,360 [excluding net loss attributable to non-
controlling interests of $3,598] and has a net accumulated deficit
of $19,797,669 as of March 31, 2010, all of which raise
substantial doubt about the Company's 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?6570

Headquartered in New York, Excellency Investment Realty Trust,
Inc. is engaged in the business of acquiring, developing, holding
for investment, operating and selling apartment properties in
metropolitan areas on the east coast of the United States.  The
Company intends to qualify as a real estate investment trust, or
REIT, under the Internal Revenue Code of 1986, as amended.

Through its subsidiaries, the Company owns eight residential real
estate properties, consisting of an aggregate of 273 apartment
units, and comprising a total of approximately 221,839 square
feet, all of which are leased to residential tenants.  Each of the
properties is located in the metropolitan Hartford area of
Connecticut.


EXPRESSWAY DEVELOPMENT: Taps Robertson & Williams as Counsel
------------------------------------------------------------
Expressway Development, LLC, asks the U.S. Bankruptcy Court for
the Western District of Oklahoma for permission to employ Charles
E. Wetsel and Nicholas S. Paynter, of Robertson & Williams, as
counsel.

Robertson & Williams will, among other things:

   -- give the Debtor legal advice with respect to its duties and
      responsibilities as debtor-in-possession and conduct of its
      affairs while in bankruptcy;

   -- prepare on behalf of the Debtor, all necessary applications,
      answers, orders, pleadings, reports and other legal papers;
      and

   -- counsel and assist the Debtor with any non-bankruptcy
      related matters which may arise during the course of the
      proceeding.

The hourly rates of Robertson & Williams' personnel are:

      Mr. Wetsel               $225
      Mr. Paynter              $150
      Legal Assistants          $65

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

Mr. Wetsel can be reached at:

     Robertson & Williams
     9658 North May Avenue, Suite 200
     Oklahoma City, OK 73120
     Tel: (405) 848-1944
     E-mail: cwetsel@robertsonwilliams.com

                   About Expressway Development

Oklahoma City, Oklahoma-based Expressway Development, LLC, filed
for Chapter 11 bankruptcy protection on April 9, 2010 (Bankr. W.D.
Okla. Case No. 10-12088).  Charles E. Wetsel, Esq., at Robertson &
Williams, assists the Company in its restructuring effort.  The
Company estimated its assets and debts at $10,000,001 to
$50,000,000.


EXTENDED STAY: Court Approves Disclosure Statement
--------------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court signed
an order approving the disclosure statement explaining the
proposed reorganization plan for Extended Stay.

With the approval of the Disclosure Statement, creditors can begin
voting on the Plan.  The Debtor will present the Plan for
confirmation on July 20, 2010.

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

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

                        About Extended Stay

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

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

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


FANNIE MAE: Increases Penalties for Borrowers Who Walk Away
-----------------------------------------------------------
Fannie Mae last week announced policy changes designed to
encourage borrowers to work with their servicers and pursue
alternatives to foreclosure.  Defaulting borrowers who walk-away
and had the capacity to pay or did not complete a workout
alternative in good faith will be ineligible for a new Fannie Mae-
backed mortgage loan for a period of seven years from the date of
foreclosure.  Borrowers who have extenuating circumstances may be
eligible for new loan in a shorter timeframe.

"We're taking these steps to highlight the importance of working
with your servicer," said Terence Edwards, executive vice
president for credit portfolio management. "Walking away from a
mortgage is bad for borrowers and bad for communities and our
approach is meant to deter the disturbing trend toward strategic
defaulting. On the flip side, borrowers facing hardship who make a
good faith effort to resolve their situation with their servicer
will preserve the option to be considered for a future Fannie Mae
loan in a shorter period of time."

Fannie Mae will also take legal action to recoup the outstanding
mortgage debt from borrowers who strategically default on their
loans in jurisdictions that allow for deficiency judgments. In an
announcement next month, the company will be instructing its
servicers to monitor delinquent loans facing foreclosure and put
forth recommendations for cases that warrant the pursuit of
deficiency judgments.

Troubled borrowers who work with their servicers, and provide
information to help the servicer assess their situation, can be
considered for foreclosure alternatives, such as a loan
modification, a short sale, or a deed-in-lieu of foreclosure. A
borrower with extenuating circumstances who works out one of these
options with their servicer could be eligible for a new mortgage
loan in three years and in as little as two years depending on the
circumstances. These policy changes were announced in April, in
Fannie Mae's Selling Guide Announcement SEL-2010-05.

                           *     *     *

The New York Times' DealBook reports that Fannie Mae's decision to
begin punishing people who walk away from their unpaid mortgages
could prove difficult to sell to the public and might be
impossible to execute, housing and lending experts said Thursday.
It was unclear, the experts said, why Fannie Mae was threatening
delinquent owners and what it hoped to achieve.  The new direction
seems to run counter to the Obama administration's efforts to
reinvigorate the housing market.  And there were basic questions
about how Fannie would be able to distinguish between those
homeowners who defaulted intentionally and the unfortunate ones
who had no choice.

Fannie and its sister company, Freddie Mac, control 30 million
mortgages, providing liquidity to the housing market.  They have
been under government conservatorship since September 2008; the
ultimate cost of the rescue to taxpayers might hit $400 billion.

The NY Times relates that Chris Dickerson of the Federal Housing
Finance Agency, which regulates Fannie, said, "We support Fannie
Mae taking a policy position that discourages borrowers who can
afford to pay their mortgage from walking away."

According to the NY Times, Fannie Mae will announce the details of
its new program next month, when the servicers who collect
mortgage payments on Fannie's loans will get explicit instructions
on how to make recommendations for lawsuits.

                         About Fannie Mae

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

At March 31, 2010, Fannie Mae had total assets of $3.293 trillion
in total assets against $3.302 trillion in total liabilities.

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

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


FAYETTEVILLE MARKETFAIR: Cash Hearing Continued Until August 12
---------------------------------------------------------------
The Hon. Randy D. Doub of the U.S. Bankruptcy Court for the
Eastern District of North Carolina has continued until August 12,
2010, at 2:00 p.m., the hearing on Fayetteville Marketfair
Investors, LLC's access to the cash collateral of Capmark Finance
Inc.  The hearing will be held at Room 101, 1760 A. Parkwood
Blvd., Wilson, North Carolina.

As reported by the TCR on January 12, the Court authorized, on an
interim basis, the Debtor to use cash securing its obligations to
prepetition lenders to fund the Debtor's Chapter 11 case, pay
suppliers and other parties.

The Debtor will continue to collect rents, and tenants of the real
property are directed and authorized to pay rent to the Debtor.

The Debtor is authorized to:

     a. make payment of interest, as adequate protection for use
        of the cash collateral;

     b. make payment of all Capmark's reasonable attorneys' fees;
        and

     c. to transfer, convey, grant and assign to Capmark as
        replacement liens for the prepetition liens, liens upon
        and security interests in the postpetition cash
        collateral.

           About Fayetteville Marketfair Investors, LLC

Miami, Florida-based Fayetteville Marketfair Investors, LLC, filed
for Chapter 11 on Dec. 14, 2009 (Bankr. E.D. N.C. Case No. 09-
10859).  William P. Janvier, Esq., at Everett Gaskins Hancock &
Stevens, 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.


FAYETTEVILLE MARKETFAIR: Plan Confirmation Continued Until Aug. 12
------------------------------------------------------------------
The Hon. Randy D. Doub of the U.S. Bankruptcy Court for the
Eastern District of North Carolina has continued until August 12,
2010, at 2:00 p.m., the confirmation of Fayetteville Marketfair
Investors, LLC's Chapter 11 Plan.  The hearing will be held at
Room 101, 1760 A Parkwood Blvd, Wilson, North Carolina.

As reported in the Troubled Company Reporter on May 19, according
to the Disclosure Statement, the Plan provides that the Debtor
will continue to operate and use the profits to fund its Plan.

Under the Plan:

   * allowed secured claims of Capmark Finance, Inc. will have its
     full allowed secured claim.

   * Allowed unsecured deficiency claim of Capmark Finance, Inc.
     will be paid $3,000 per month for 120 months.

   * Holders of allowed small unsecured claims of $6,000 or less
     will be paid 80% of their allowed claims within 120 days
     after the effective date.

   * Holders of other allowed general unsecured claims will be
     paid $3,000 per month for 120 months.

   * Holders of equity interests -- BDPB Fayetteville, Gulfside FV
     LLC, Stephan Johansson and Jackson Ward -- will pay the
     Debtor $5,000 each to retain or repurchase their membership
     interests in the Debtor.

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

                    About Fayetteville Marketfair

Miami, Florida-based Fayetteville Marketfair Investors, LLC, filed
for Chapter 11 on Dec. 14, 2009 (Bankr. E.D. N.C. Case No. 09-
10859).  William P. Janvier, Esq., at Everett Gaskins Hancock &
Stevens, 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.


FEDERAL-MOGUL: Court Extends Post-Confirmation Hearing to July 15
-----------------------------------------------------------------
Judge Judith Fitzgerald of the U.S. Bankruptcy Court for the
District of Delaware extended to July 15, 2010, the hearing on
post-confirmation matters under the case management order in the
bankruptcy cases of Federal-Mogul Corporation and its Debtor
affiliates.

Judge Fitzgerald noted that the provisions of the CMO, as amended,
remain applicable to the cases and parties-in-interest, including
the Reorganized Debtors and the Trusts.

                         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: Resolves Travelers' Duplicated Claims Issue
----------------------------------------------------------
Federal-Mogul Corp. and Travelers Indemnity Company and certain
affiliates, and Travelers Casualty and Surety Company, formerly
known as The Aetna Casualty and Surety Company, agree in a Court-
approved stipulation to resolve issues surrounding Travelers'
Claim Nos. 10948, 10163, 10164 and 10949.

The Debtors previously asked the Court to disallow Claim Nos.
10163, 10164 and 10949 because those are duplicate claims.  Claim
No. 10948 is the surviving claim.

By their stipulation, Travelers withdrew the Duplicate Claims and
seeks to preserve all rights in connection with its allowed Class
1E secured claim against the Debtors amounting to $700,000, which
was originally filed as Claim No. 10163, but is now Claim No.
10948.

Travelers also confirms and represents that, pursuant to the order
approving the Debtors' compromise and settlement with certain
insurers, it was paid the $700,000 on the Effective Date, and that
it has no further entitlement or right to payment of any funds on
Claim No. 10948 or any of the Duplicate Claims.

                         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.


FINANCIAL CASUALTY: A.M. Best Downgrades FSR to 'B'
---------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating to B
(Fair) from B+ (Good) and issuer credit rating to "bb+" from "bbb-
" of Financial Casualty & Surety, Inc. (Financial Casualty)
(Houston, TX).  The outlook for both ratings has been revised to
stable from negative.  Concurrently, A.M. Best has withdrawn the
ratings due to the company management's request and assigned a
category NR-4 to the FSR and an "nr" to the ICR.

The rating downgrades are based on Financial Casualty's continued
exposure to weather-related losses in its Texas homeowners'
business, while its catastrophe reinsurance program remains under
renewal negotiation.  The reinsurance program, which is over 90%
placed as of June 21, 2010 and replaces the May 31, 2010, expiring
catastrophe program, was delayed pending the June 3, 2010,
approval by the Texas Department of Insurance, allowing the
company to withdraw from the homeowners' line of business.  As a
result, the company's capital position may be significantly
exposed to hurricane losses should Financial Casualty fail to
complete its reinsurance program.

Furthermore, there has been significant growth in Financial
Casualty's first quarter 2010 loss reserves, due to adverse
development in its homeowners' book from Hurricane Ike litigation
as well as fire losses.  In addition, there is the execution risk
associated with the withdrawal from the homeowners' line of
business, with nonrenewals to be effective September 1, 2010
(nearly all new homeowners business production ceased on June 1,
2010), along with attendant risk associated with the rapid growth
of bail premiums over the last couple of years.

Offsetting these negative rating factors are Financial Casualty's
adequate capitalization, conservatively managed investment
strategy and historically profitable bail bond business.


FIRST BANCORP: Fitch Puts Issuer Default Rating on Negative Watch
-----------------------------------------------------------------
Fitch Ratings has placed the long-term Issuer Default Ratings of
First BanCorp on Rating Watch Negative and concurrently,
downgraded the ratings of its subsidiary, Firstbank Puerto Rico
and placed those ratings on Rating Watch Negative.

On June 4, 2010, FBP entered into a consent order with the Federal
Deposit Insurance Corporation and the Office of Commissioner of
Financial Institutions of Puerto Rico, as well as a written
agreement with the Federal Reserve Bank of New York based on its
finding during FBP's June 30, 2009 examination.  The order
specifies the need for changes in the company's credit risk and
administration area as well as liquidity and capital enhancements.
Regulators also increased the required minimum ratios in order to
be considered 'well-capitalized' to be implemented sometime in the
future and FBP must submit a capital plan to address its new
capital targets.  The new minimums were: Leverage of 8%, a Tier 1
Risk Based Capital of 10%, and Total RBC of 12%.  At June 30, 2009
and March 31, 2010, FBP was within the new required minimum
targets.

The Negative Watch incorporates Fitch's view that FBP will likely
require external capital support in the near-term given the high
level of credit costs that continue to erode its existing weak
level of tangible common equity which stood at just 2.74% at
March 31, 2010.  Although Fitch recognizes that FBP is in
compliance with the consent order's minimum capital requirements,
Fitch believes FBP needs to address the modest component of common
equity within its capital structure in order to provide cushion
for future losses.  At March 31, 2010, FBP's capital consists of
mainly hybrid instruments, including preferred stock totaling
$923 million (of which $400 million is related to commercial paper
program issuance) and $232 million in trust preferred securities.

The bank level downgrade reflects the continued weak operating
performance given the credit quality performance that has been
severely weakened due to real estate conditions in Puerto Rico and
the South Florida.  Although Firstbank's exposure to commercial
real estate and construction loans is reasonable when measured to
equity and total gross loans (202% and 22%, respectively, at
March 31, 2010), any problematic loans largely stem from these two
loan portfolios.  Additionally, the CRE and construction book
contains some relatively large relationships.  The bank continues
to operate with a high level of non-performing loans (NPLs/Total
Gross Loans was 14.90% at March 31, 2010, compared to 7.22% at
March 31, 2009).  Given these trends, Fitch expects further
provisioning will be required and believes net charge-offs will
continue to rise.  FBP's Texas Ratio defined as NPL/Tangible
Equity plus Loan loss reserves hit a high of 98.5% for March 31/10
compared to 43.72% same period a year ago.

The negative rating actions reflect the company's significant
operating challenges.  If FBP is unable to raise capital to cover
losses from its loan portfolio, the rating would like be
downgraded.  Resolution of the Rating Watch would hinge on
successful execution of the capital strategies that FBP is
exploring to improve its common equity: the issuance of
$500 million in equity, a rights offering to existing
shareholders, an exchange offer for its preferred stock to common
(relating to $550 million of outstanding preferred stock), and/or
an exchange offer to the U.S. Treasury for the preferred stock
($400 million outstanding) issued under CPP for common stock.

Additionally, if FBP's capital strategies include a form of
government support above or beyond the widely used government
programs and Fitch determines, in its view, that these actions
were necessary to continue to operate, Fitch could possibly
downgrade the Individual Rating to 'F', which would indicate a
bank that has either defaulted or, in Fitch's opinion, would have
defaulted if it had not received external support.

Fitch's rating actions are the result of a focused review of
Fitch's 'Master Global Financial Institutions Criteria' dated
Dec. 29, 2009.  This review concentrated in particular on credit
risk, capitalization, liquidity, and stress testing.  In
performing its analysis of Recovery Ratings, Fitch employed some
assumptions that were more conservative than those outlined in its
criteria 'Recovery Ratings for Financial Institutions' dated
Dec. 30, 2009.  Some of the recovery rates for certain loan
categories were assumed to be lower to reflect the current
distressed credit environment.

These ratings were placed on Rating Watch Negative

First BanCorp

  -- Long-term IDR at 'B-';
  -- Individual at 'D/E'.

FirstBank Puerto Rico

  -- Short-term IDR at 'B';
  -- Short-term Deposits at 'B'.

These ratings were downgraded and placed on Rating Watch Negative:

FirstBank Puerto Rico

  -- Long-term IDR to 'B-' from 'B';
  -- Long-term deposit obligations to 'B+/RR2 from 'BB-/RR2';
  -- Individual to 'D/E' from 'D';

These ratings remain unchanged:

First BanCorp

  -- Short-term IDR 'C';
  -- Support '5'
  -- Support floor 'NF'.

FirstBank Puerto Rico

  -- Support '5'.
  -- Support floor 'NF'.


FIRST NATIONAL BANK: Closed; The Savannah Bank Assumes Deposits
---------------------------------------------------------------
First National Bank of Savannah, Ga., was closed on June 25, 2010,
by the Office of the Comptroller of the Currency, which appointed
the Federal Deposit Insurance Corporation as receiver.  To protect
the depositors, the FDIC entered into a purchase and assumption
agreement with The Savannah Bank, National Association, of
Savannah, Ga., to assume all of the deposits of First National
Bank.

The four branches of First National Bank will reopen during normal
business hours as branches of The Savannah Bank, N.A.  Depositors
of First National Bank will automatically become depositors of The
Savannah Bank, N.A.  Deposits will continue to be insured by the
FDIC, so there is no need for customers to change their banking
relationship in order to retain their deposit insurance coverage.
Customers of First National Bank should continue to use their
existing branch until they receive notice from The Savannah Bank,
N.A., that it has completed systems changes to allow other The
Savannah Bank, N.A., branches to process their accounts as well.

As of March 31, 2010, First National Bank had around
$252.5 million in total assets and $231.9 million in total
deposits.  The Savannah Bank, N.A., will pay the FDIC a premium of
0.11 percent to assume all of the deposits of First National Bank.
In addition to assuming all of the deposits of the failed bank,
The Savannah Bank, N.A., agreed to purchase some of the assets.
The FDIC as receiver will retain most of the assets from First
National Bank for later disposition.

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-405-1604.  Interested parties also can
visit the FDIC's Web site at:

   http://www.fdic.gov/bank/individual/failed/firstnatga.html

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $68.9 million.  Compared to other alternatives, The
Savannah Bank, N.A.'s acquisition was the "least costly"
resolution for the FDIC's DIF.  First National Bank is the 85th
FDIC-insured institution to fail in the nation this year, and the
ninth in Georgia.  The last FDIC-insured institution closed in the
state was Satilla Community Bank, Saint Marys, on May 14, 2010.


FLEETWOOD ENTERPRISES: Plan Confirmation Continued Until July 13
----------------------------------------------------------------
The Hon. Meredith A. Jury of the U.S. Bankruptcy Court for the
Central District of California has continued until July 13, 2010,
at 1:30 p.m. (prevailing Pacific Time), the confirmation hearing
for Fleetwood Enterprises, Inc., et al.'s Plan of Liquidation.
The hearing will be held at 3420 Twelfth Street, Courtroom 301,
Riverside, California.  The Plan proponents' Plan confirmation
brief, other evidence in support of confirmation, and reply to any
objections are due on July 6.

As reported in the Troubled Company Reporter on May 14, pursuant
to prior orders of the Bankruptcy Court, the Debtors have
sold or will sell substantially all of their assets.  The Plan
provides for the orderly liquidation of the remaining assets of
the Debtors and the distribution of the proceeds of the
liquidation of the Debtors' assets according to the priorities set
forth in the Bankruptcy Code.  To accomplish these liquidation and
distribution goals, the Plan contemplates the creation of a
Liquidating Trust to hold estate assets and the appointment of a
Liquidating Trustee to administer the assets.

                About Fleetwood Enterprises

Based in Riverside, California, Fleetwood Enterprises, Inc., was
the second largest manufactured housing maker in the U.S. and the
largest manufacturer of recreational vehicles over 30 feet in
length.

Fleetwood Enterprises listed assets of $560 million against debt
totaling $624 million in its bankruptcy petition.  Fleetwood
Enterprises, 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 advisor to the
Debtors.  The Debtors tapped Greenhill & Co. LLC as its investment
banker.


FLYING J: Texas Comptroller Urges Court to Deny Plan Confirmation
-----------------------------------------------------------------
Bankruptcy Law360 reports that the chief steward of Texas'
finances has launched a challenge to the most recent version of
Flying J Inc.'s reorganization plan, saying the Company is
unfairly seeking to allow the "broad and expansive" release of
nondebtors from liabilities.  In a filing Wednesday, Law360
relates, the Texas Comptroller of Public Accounts urged the U.S.
Bankruptcy Court for the District of Delaware to deny confirmation
of the joint reorganization plan.

As reported by the TCR on June 4, 2010, the Plan contemplates the
reorganization of the Debtors through the distribution and
allocation of value received by the Debtors through, among other
things, (i) the contribution of certain of Flying J's assets to
Pilot in exchange for $515 million in cash and equity interests of
Pilot and upon terms and conditions acceptable to Flying J in the
Pilot Transaction; (ii) the sale of certain assets held by BWOC in
the Refinery Sale in exchange for $51.7 million of cash
representing the base purchase price and 90% of the value of
certain of BWOC's hydrocarbon inventories, the assumption of
certain liabilities, including environmental liabilities, and upon
terms and conditions acceptable to the Debtors; and (iii) the exit
facilities.

Under Plan, it is expected that: (a) all allowed Claims at each of
the Debtors' Estates will be fully satisfied; and (b) reorganized
Flying J will own, inter alia, all of the equity interests
received in the Pilot Transaction and all of the equity in
reorganized BWO.

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

                        About Flying J Inc.

Based in Ogden, Utah, Flying J Inc. -- http://www.flyingj.com/--
is among the 20 largest private companies in America, with 2007
sales exceeding $16 billion.  The fully integrated oil company
employs approximately 14,700 people in the U.S. and Canada through
its interstate operations, transportation, refining and supply,
exploration and production, as well as its financial services and
communications, divisions.

Flying J and six of its affiliates filed for bankruptcy on
December 22, 2008 (Bankr. D. Del. Lead Case No. 08-13384).  Flying
J sought Chapter 11 protections after a precipitous drop in oil
prices and disruption in the credit markets brought to bear
significant short-term pressure on the company's liquidity
position.

Attorneys at Young Conaway Stargatt & Taylor LLP, and Kirkland &
Ellis LLP, represent the Debtors in their Chapter 11 effort.
Blackstone Advisory Services L.P. is the Debtors' investment
banker and financial advisor.  Epiq Bankruptcy Solutions LLC is
the Debtors' notice, claims and balloting agent.  In its formal
schedules submitted to the Bankruptcy Court, Flying J listed
assets of $1,433,724,226 and debts of $640,958,656.

An official committee of unsecured creditors has been appointed in
the case.  Pachulski Stang Ziehl & Jones LLP has been tapped as
counsel for the creditors' panel.


FORD MOTOR: Bank Debt Trades at 5% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which Ford Motor Co. is
a borrower traded in the secondary market at 94.56 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 1.25 percentage
points from the previous week, The Journal relates.  The Company
pays 300 basis points above LIBOR to borrow under the facility.
The bank loan matures on Dec. 15, 2013, and carries Moody's Ba1
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.

                         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.


FRANCISCAN COMMUNITIES: Creditors Committee Not Appointed
---------------------------------------------------------
Charles F. McVay, the U.S. Trustee for Region 7, notified the U.S.
Bankruptcy Court for the Western District of Texas that he was
unable to appoint an official committee of unsecured creditors in
the Chapter 11 case of Franciscan Communities Villa de San
Antonio.  The U.S. Trustee explained that there were insufficient
indications of willingness from the unsecured creditors to serve
in the committee.

San Antonio, Texas-based Franciscan Communities Villa De San
Antonio filed for Chapter 11 bankruptcy protection February 26,
2010 (Bankr. W.D. Texas Case No. 10-50712).  Ronald Hornberger,
Esq., at Plunkett & Gibson, Inc., 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.


FRANK FRINK: Voluntary Chapter 11 Case Summary
----------------------------------------------
Joint Debtors: Frank Frink
               Annelie Frink
               130 Hillcrest
               Clarksville, TN 37043

Bankruptcy Case No.: 10-06548

Chapter 11 Petition Date: June 23, 2010

Court: United States Bankruptcy Court
       Middle District of Tennessee (Nashville)

Judge: Keith M. Lundin

Debtor's Counsel: Robert L. Scruggs, Esq.
                  2525 21st Ave South
                  Nashville, TN 37212
                  Tel: (615) 309-7090
                  Fax: (615) 309-7046
                  E-mail: bankruptcy@scruggs-law.com

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

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

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by Frank Frink and Annelie Frink.


FREESCALE SEMICON: Bank Debt Trades at 12% Off in Secondary Market
------------------------------------------------------------------
Participations in a syndicated loan under which Freescale
Semiconductor, Inc., is a borrower traded in the secondary market
at 88.23 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 0.72 percentage points from the previous week, The
Journal relates.  The Company pays 425 basis points above LIBOR to
borrow under the facility.  The bank loan matures on Feb. 16,
2016, and carries Moody's B2 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.

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


FRONTIER COMMUNICATIONS: Fitch Upgrades Issuer Rating to 'BB+'
--------------------------------------------------------------
Fitch Ratings has upgraded Frontier Communications Corporation's
Issuer Default Rating to 'BB+' from 'BB' in anticipation of the
July 1, 2010 closing of the acquisition of certain access lines
from Verizon Communications, Inc.  To complete the transaction,
New Communications Holdings Inc., a subsidiary of Verizon
Communications Inc., will merge with and into Frontier.

These ratings have been upgraded:

Frontier Communications Corporation:

  -- IDR to 'BB+' from 'BB';

  -- Senior unsecured $250 million credit facility due May 18,
     2012 to 'BB+' from 'BB';

  -- Senior unsecured $750 million credit facility due Jan. 1,
     2014 to 'BB+' from 'BB';

  -- Senior unsecured $145.1 million senior unsecured term loan
     due Dec. 31, 2012 to 'BB+' from 'BB';

  -- Senior unsecured notes and debentures to 'BB+' from 'BB'.

New Communications Holdings, Inc.

  -- IDR to 'BB+' from 'BB';
  -- Senior unsecured notes to 'BB+' from 'BB'.

Industrial development revenue bonds to 'BB+' from 'BB':

  -- Maricopa County Industrial Development Authority (AZ) IDRB
     series 1995.

In addition, Fitch expects to withdraw the rating on Frontier's
$250 million senior unsecured credit facility after the close of
the transaction as the facility will be terminated.  The IDR
assigned to New Communications Holdings, Inc., will also be
withdrawn after the July 1, 2010 close of the transaction, since
the entity will merge with and into Frontier and cease to exist.
Thereafter, the issue ratings pertaining to the New Communications
Holdings debt issues will be listed under Frontier on Fitch's
website.

Fitch has downgraded the ratings of Verizon telephone operating
subsidiaries which Frontier will be acquiring:

Verizon North Inc.

  -- IDR to 'BB+' from 'A';
  -- $200 million unsecured notes due 2028 to 'BBB-' from 'A'.

Verizon West Virginia

  -- IDR to 'BB+' from 'A';

  -- $50 million private placement notes due 2029 to 'BBB-' from
     'A'.

A Stable Outlook has been assigned to all IDRs and issue ratings.

The upgrade of Frontier's IDR to 'BB+' from 'BB' reflects the
meaningful improvement anticipated in its credit profile following
the Verizon transaction.  Fitch anticipates that Frontier's pro
forma gross debt to EBITDA (including integration expenses) at
year-end 2010 will be in the 3.0 times to 3.1x range,
substantially lower than the 4.3x recorded at year-end 2009 due to
the delevering effect of the transaction.  In addition, cash flows
will benefit from Frontier's planned 25% reduction in its per
share common dividend after the close of the transaction.  The
reduction will enable Frontier to more rapidly expand the
availability of broadband services in the acquired properties, a
key element in the company's plans to reduce access line losses to
competitors.

The potential for further improvements in Frontier's leverage will
be restrained over the next one or two years.  Free cash flow will
remain modestly positive, and affected by the integration costs
incurred to realize anticipated synergies and by the broadband
expansion investments.  Fitch believes free cash flow and
financial flexibility could gradually improve as Frontier makes
progress on these initiatives.  The successful realization of
synergies would enable the company to sustain its relatively
strong margins, at least in the near term, in the face of
continued competition.

Fitch's view of competition and its effect on Frontier's
operations is also reflected in the company's ratings.  Frontier's
core rural telecommunications operations are facing a slow but
relatively stable state of decline due to the continued pressure
of competition as well as a sluggish economic recovery.  Through
the marketing of additional services, including high-speed data,
and cost controls, Frontier has been mitigating the effect of
access line losses to cable operators and wireless providers.

In Fitch's view, Frontier's credit metrics have the potential to
strengthen over time.  A Positive Rating Outlook could result if
the company is successful in driving leverage to the mid-2x range,
its dividend payout of free cash flow is 55% or less (and
sustainable), and the Verizon lines have been successfully
integrated.  Fitch also believes an improvement in the performance
of the former Verizon properties under Frontier's rurally-focused
business model would need to be demonstrated.  Conversely, a
Negative Rating Outlook may result if the company's leverage
metrics rise to 3.3x to 3.4x or greater.

Frontier and Spinco demonstrated relatively strong access to the
capital markets by raising the proceeds needed to complete the
transaction in their entirety in March 2010.  Currently, Frontier
has ample liquidity which is derived from its cash balances, free
cash flow, and its revolving credit facility.  At March 31, 2010,
Frontier had $331 million in cash and, in the last 12-month period
ending March 31, 2010, free cash flow was approximately
$135 million.  Frontier's expectations for 2010 capital spending
range from $220 million to $240 million on a stand-alone basis,
and an additional $180 million will be spent on integration
activities in anticipation of the Verizon line acquisition.

Following the close of the transaction, liquidity will be provided
by a $750 million senior unsecured credit facility, which will be
in place until Jan. 1, 2014.  The new facility will replace an
existing $250 million senior unsecured facility.  The new facility
will be available for general corporate purposes but may not be
used to fund dividend payments.  The main financial covenant in
the revolving credit facility requires the maintenance of a net
debt-to-EBITDA level of 4.5x or less during the entire period.
Net debt is defined as total debt less cash exceeding $50 million.
Frontier has approximately $6 million of debt due in 2010,
$280 million due in 2011 and $180 million due in 2012.  Following
the close of the Verizon line acquisition, there will be virtually
no change to Frontier's anticipated 2010-2012 maturity schedule.


GARLOCK SEALING: Preliminary Injunction vs. Asbestos Claims Issued
------------------------------------------------------------------
Judge George R. Hodges entered on June 21, 2010, a preliminary
junction enjoining certain asbestos claimants from prosecuting
pending asbestos actions or commencing future asbestos actions
against the Debtors' non-debtor affiliates.

Judge Hodges found that the Debtors have demonstrated that absent
a stay of Pending Asbestos Actions and Future Asbestos Actions:

  (1) The Asbestos Claimants will continue to prosecute their
      asbestos claims against the Affiliates which will deplete
      collections under Coltec Industries Inc.'s insurance
      policies and that depletion will cause immediate and
      irreparable injury to the Debtors' estates and impair the
      Debtors' ability to successfully reorganize under Chapter
      11.

  (2) The Debtors will be forced to participate in the defense
      of Pending Asbestos Actions and Future Asbestos Actions to
      protect their own interests.  The same key personnel of
      the Debtors required to defend the Affiliates in Pending
      Asbestos Actions and Future Asbestos Actions will be
      central to the Debtors' reorganization and resolution of
      thousands of Asbestos Claims that may be filed against the
      Debtors.  The Pending Asbestos Actions and Future
      Asbestos Actions will, thus, compromise and impair the
      Debtors' ability to successfully reorganize.

Judge Hodges, hence, stayed any Pending Asbestos Action or Future
Asbestos Action against the Affiliates (1) based on fraudulent
transfer theory, piercing the corporate veil, alter ego, or
successor liability; or (2) that results in diminishment of
$192 million of uncollected insurance shared by the Debtors and
Affiliates -- the Available Shared Insurance.

Pursuant to Sections 105(a) and 362(a) of the Bankruptcy Code,
Judge Hodges restrained and enjoined all parties, including the
Asbestos Claimants from prosecuting any Pending Asbestos Action
or commencing any Future Asbestos Action against any Affiliate
other than:

  (1) pursuant to any reorganization plan to be confirmed in the
      Debtors' Chapter 11 cases; or

  (2) if any claim is not addressed by that reorganization, as
      provided in any final, nonappealable judgments entered in
      the Adversary Proceeding.

Any Asbestos Claimant may, without leave of court and after
appropriate notice to the Debtors and the Affiliates, take
reasonable steps to perpetuate the testimony of any person who is
not expected to survive until trial, Judge Hodges averred.

From June 7, 2010, until the 60th day after the Adversary
Proceeding has been disposed of by final, nonappealable judgment,
all statutes of limitation applicable to any Pending Asbestos
Action, Future Asbestos Action, or any claim derivative of any
Pending Asbestos Action or Future Asbestos Action, including any
claim for fraudulent conveyance, piercing the corporate veil,
alter ego, or successor liability, will be tolled, Judge Hodges
ruled.

Judge Hodges clarified that nothing in the Preliminary Injunction
Order will prevent any Affiliate from providing notice to
insurance carriers or other appropriate persons exercising their
rights under the Available Shared Insurance, provided that no
Affiliates will seek reimbursement or payment under any of the
Available Shared Insurance without further order of the Court.

The Official Committee of Asbestos Personal Injury Claimants will
have until August 20, 2010, to file a motion to intervene in the
Adversary Proceeding.  Any unknown Asbestos Claimant will have
until August 20, 2010, to object to the Preliminary Injunction
Motion.  If that Motion to Intervene is granted, the Asbestos PI
Committee may file objections to the Preliminary Injunction
Motion on any basis that the Asbestos PI Committee could have
raised had it filed a timely objection before entry of the
Preliminary Injunction Order.

The Debtors will, on or before July 7, 2010, publish in USA
Today, notice of service of process to unknown Asbestos Claimants
of the Adversary Proceeding, entry of the Preliminary Injunction
Order, and opportunity to be heard on the Debtors' request for
preliminary injunction.

In support of the Preliminary Injunction Motion, Paul Grant  filed
a declaration stressing that if the Pending Asbestos Actions and
the Future Asbestos Actions are not enjoined, the defense costs of
those actions will be substantial, as much as several million
dollars each month.  Those defense costs plus the costs of any
potential settlements or judgments against the Affiliates will
cause rapid depletion of the Available Shared Insurance, he
pointed out.

                      About Garlock Sealing

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

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

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

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

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


GARLOCK SEALING: Seeks Nod for Del Sole as Litigation Attorneys
---------------------------------------------------------------
Garlock Sealing Technologies LLC and its units seek authority from
the U.S. Bankruptcy Court for the Western District of North
Carolina to employ Del Sole Cavanaugh Stroyd LLC as their special
litigation counsel, nunc pro tunc to the Petition Date.

DSCS has represented the Debtors as local counsel in the Chapter
11 case of Pittsburg Corning Corporation pending before the U.S.
Bankruptcy Court for the Western District of Pennsylvania.

Specifically, before the Petition Date, DSCS was engaged to serve
as co-counsel with Robinson Bradshaw & Hinson in connection with
Garlock Sealing Technologies LLC's objections to Pittsburg
Corning's reorganization plan.  A trial with respect these
objections were scheduled to commence between June 1 and 11, 2010.

As the Debtors' special litigation counsel, DSCS' services to the
Debtors will include representation of the Debtors in the
Pittsburgh Corning bankruptcy case, and any other legal disputes
or litigation pending before the Commonwealth of Pennsylvania and
the U.S. District Court for the Western District of Pennsylvania.

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

       Title                         Rate per Hour
       -----                         -------------
       Partners                       $295 to $350
       Associates and Counsel         $210 to $250
       Paralegals                      $95 to $130

Specific DSCS' professionals to render services to the Debtors
are:

Name                    Title               Rate per Hour
----                    -----               -------------
Arthur H. Stroyd, Jr.   Partner                 $350
Stephen Del Sole        Partner                 $295
Patrick Cavanaugh       Partner                 $295
Richard Swanson         Associate               $250
William Stickman        Associate               $210
Monisha Still           Paralegal               $125

The Debtors will also reimburse DCSC for expenses incurred.

In the 12 months before the Petition Date, DSCS received payments
from the Debtors for services rendered for $12,369.  The Debtors
have also paid DSCS a retainer to secure the payment of fees
before the Petition Date.

Arthur H. Stroyd, Jr., Esq., at Del Sole Cavanaugh Stroyd LLC --
astroyd@dscslaw.com -- relates that DSCS formerly represented or
currently represents Bank of America, a creditor to the Debtors,
and its related companies in a negligence action involving an
alleged mistaken foreclosure on residential property before the
Court of Common Pleas of Allegheny County, Pennsylvania.

However, Mr. Stroyd maintains that DSCS is a "disinterested
person" as the 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)


GARRISON ROAD: Involuntary Chapter 11 Case Summary
--------------------------------------------------
Alleged Debtor: Garrison Road, LLC
                  dba Jin Suk Kim
                34 Piney Meeting House Court
                Potomac, MD 20854

Bankruptcy Case No.: 10-24344

Involuntary Chapter 11 Petition Date: June 25, 2010

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

Judge: Thomas J. Catliota

Debtor's Counsel: Pro Se

Petitioners' Counsel: Lawrence Coppel, Esq.
                      233 E. Redwood Street
                      Baltimore, MD 21202
                      E-mail: lcoppel@gfrlaw.com

Creditor who signed the Chapter 11 petition:

    Petitioners                    Nature of Claim    Claim Amount
    -----------                    ---------------    ------------
KH Funding Co.                     Money Loaned         $2,902,680
10801 Lockwood Drive
Silver Spring, MD 20901


GENERAL MOTORS: Fee Examiner Seeks to Extend Stuart Engagement
--------------------------------------------------------------
Brady C. Williamson, as fee examiner in Motors Liquidation's
Chapter 11 cases, seeks Judge Gerber's permission to continue to
employ the firm of Stuart Maue as the Fee Examiner's consultant.

To recall, Mr. Williamson sought the Court's authority to employ
Stuart Maue as consultant effective as of January 22, 2010, for
the initial purpose of assisting in the review of interim fees and
expenses of Jenner and Block LLP; Brownfield Partners LLC, Kramer
Levin Naftalis and Frankel LLP, LFR Inc., and Claro Group LLC.  In
April 2010, the Court entered a bench ruling allowing in part the
extension of Stuart Maue's retention "for a time sufficient for it
to assist in the second round of fee applications, after which
we'll do a stop, look and listen to see if the services it
provides are worth the cost."

Eric J. Wilson, Esq., at Godfrey & Kahn, S.C., in Milwaukee,
Wisconsin, relates that the Fee Examiner seeks to continue to
engage Stuart Maue to:

  (a) assist it in analyzing the fee applications of all case
      professionals that the Fee Examiner determines warrant
      Stuart Maue's analysis, for compliance with the provisions
      of the Bankruptcy Code, the Bankruptcy Rules, the
      Guidelines of the United States Trustee, the Code of
      Federal Regulations, and the Local Rules and Orders of the
      Court; and

  (b) assist the Fee Examiner with the preparation of periodic
      reports with respect to professional fees and expenses.

Stuart Maue will not duplicate the work performed by the Fee
Examiner or any other professionals.  Stuart Maue also does not
provide legal services or counsel, Mr. Wilson says.

Stuart Maue's professionals will be paid in accordance with these
hourly rates for 2010:

  Designation                                 Hourly Rate
  -----------                                 -----------
  Project Manager                                $375
  Legal Auditors/Senior Legal Auditors       $275 to $350
  Computer Programmers/Consultants               $175
  Data Control Personnel                          $75

Stuart Maue has not yet received any compensation for services
rendered in the Debtors' Chapter 11 cases, according to W. Andrew
Dalton, vice president and director of Legal Audit at Stuart Maue.
Thus, in a separate filing, the firm asks the Court to allow
payment for its interim of fees aggregating to $197,902 and
reimbursement of its actual necessary expenses amounting to $1,363
for its analysis of the first interim fee applications of the
Debtors' Bankruptcy professionals.

Stuart Maue has not shared or agreed to share any compensation
paid or to be paid with any person, other than a managing
director, professional, or employee of Stuart Maue, Mr. Dalton
says.

Stuart Maue is a "disinterested person" as that term is defined
under Section 101(14) of the Bankruptcy Code, Mr. Wilson assures
Judge Gerber.

                         About General Motors

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

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

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

                   About Motors Liquidation

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

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

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


GENERAL MOTORS: Proposes to Set Rules for Debt Claim Objections
---------------------------------------------------------------
Motors Liquidation Company, formerly known as General Motors
Corporation, and its debtor-affiliates have determined that they
need to file objections to well more than 20,000 proofs of claim.
The basis of the Objections should largely be non-controversial,
challenging claims where the obligation has been or will be
satisfied by a third party and claims by holders of debt
instruments that are already addressed through the allowance of
claims of the indenture trustees, Harvey R. Miller, Esq., at Weil,
Gotshal & Manges LLP, in New York, tells Judge Robert E. Gerber of
the U.S. Bankruptcy Court for the Southern District of New York.

Mr. Miller says approximately 18,000 proofs of claim have been
filed by claimants seeking the repayment of principal, interest,
and fees and expenses that relate to dollar-denominated debt
securities issued by the Debtors pursuant to a public indenture
under which Wilmington Trust Company is the indenture trustee.

Virtually all of the Debt Claims filed by Individual Bondholders
are duplicates of the global proofs of claim filed by Wilmington
Trust as indenture trustee under public bond issuances as provided
by Rule 3003(c)(5) of the Federal Rules of Bankruptcy Procedure,
Mr. Miller tells the Court.  Once the Indenture Trustee Debt
Claims are allowed, the Debtors will move to expunge the
duplicative Debt Claims filed by each Individual Bondholder, he
says.

Mr. Miller further notes that the Debtors "are in the final stages
of finalizing a stipulation reconciling and allowing the Indenture
Trustee Debt Claims," which they will present for the Court's
consideration.

In order to ease the administrative and financial burden of filing
more than 200 separate motions and provide a more simplified
noticing scheme, the Debtors seek permission from the Court to
establish supplemental rules and authority for filing omnibus
objections to certain debt claims.  Essentially, the Debtors
intend to:

  (1) file a single objection to no more than 500 proofs of
      claim at once that are Debt Claims under the Wilmington
      Trust Company public indentures; and

  (2) serve a personalized notice of the Omnibus Claims
      Objection rather than the entire Omnibus Claims Objection.

                  Claim Objection Procedures

Rule 3007(c) of the Federal Rules of Bankruptcy Procedure
prohibits the filing of a single objection to multiple claims
"[u]nless otherwise ordered by the court or permitted by
subdivision."  Rule 3007(d) also allows the Debtors to file an
omnibus objection when the basis for the objection is that the
claims:

  * duplicate other claims;

  * have been filed in the wrong case;

  * have been amended by subsequently filed proofs of claim;

  * were not timely filed;

  * have been satisfied or released during the case in
    accordance with the Bankruptcy Code or pursuant to a Court
    order;

  * were presented in a form that does not comply with
    applicable rules, and the objection states that the objector
    is unable to determine the validity of the claim because of
    the non-compliance;

  * are interests, rather than claims; or

  * assert priority in an amount that exceeds the maximum amount
    under Section 507 of the Bankruptcy Code.

Moreover, Rule 3007(e) provides that a debtor may file an omnibus
objection on these grounds for up to 100 claims at a time.

However, Mr. Miller notes, as the Debtors anticipate filing
omnibus claim objections to more than 20,000 proofs of claim,
permission "to file a single omnibus objection to no more than
500, rather than 100" will ease the administrative burden on the
Court and the administrative and financial burden on the Debtors'
estates during the claims reconciliation process.

Accordingly, the Debtors ask that they be permitted to file a
single objection to no more than 500 proofs of claim at once.

In an effort to reduce service costs and enable claimants to more
readily identify an objection to their Debt Claim, the Debtors
further propose to serve a personalized notice of the Omnibus
Claims Objection, rather than the entire Omnibus Claims Objection,
on each of the claimants whose claims are the subject of the
applicable Omnibus Claims Objection and, if known, their counsel.

The proposed Claim Objection Notice would be personalized for each
claimant and would include an explanation of the claim objection
process, a description of the basis of the omnibus claim
objection, information regarding the response deadline and hearing
date, and identification of the claim that is the subject of the
Omnibus Claims Objection.  In order to ensure the prompt revision
of the Claim Objection Notice, the Debtors also propose to affix a
stamp on the transmittal envelope that reads: "OFFICIAL COURT
DOCUMENT," says Mr. Miller.

In addition, the Claim Objection Notice will include information
on (i) how the claimant can obtain a copy of the full Omnibus
Claims Objection for free, including on the Debtors' notice and
claims agent's Web site at http://www.motorsliquidationdocket.com
or (ii) by calling a designated toll-free telephone number to
request a hard copy.

Consistent with Rule 3007, each Omnibus Claims Objection will:

  -- state in a conspicuous place that claimants receiving the
     objection should locate their names and claims in the
     objection;

  -- list claimants alphabetically, provide a cross-reference to
     claim numbers, and, if appropriate, list claimants by
     category of claims;

  -- state the grounds of the objection to each Claim and
     provide a cross-reference to the pages in the omnibus
     objection pertinent to the stated grounds;

  -- state in the title the identity of the objector and the
     grounds for the objections; and

  -- be numbered consecutively with other omnibus objections
     filed by the same objector.

The Court will convene a hearing on June 29, 2010, to consider
approval of the request.  Objections are due June 22.

                         About General Motors

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

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

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

                   About Motors Liquidation

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

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

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


GENERAL MOTORS: Sizemore Appeals Bankr. Order on Lawsuit vs. GM
---------------------------------------------------------------
Dr. Terrie Sizemore, RN DVM, appealed to the U.S. District Court
for the Southern District of New York from Bankruptcy Court Judge
Gerber's final judgment rendered June 1, 2010, ordering Dr.
Sizemore to withdraw General Motors Company from her action for
Product Liability (10- ClV-OI02) and her Action for Discovery (09-
ClV-2471) filed in State Court in Medina, Ohio.

Dr. Sizemore argued that the request of General Motors, LLC, or
New GM to enforce the Sale Order entered on July 5, 2009, pursuant
to Section 363 of the Bankruptcy Code should be denied to allow
claimants whose injuries occurred after July 10, 2009, to pursue
claims against New GM.  New GM intended to inform the plaintiffs
in product liability lawsuits based on accidents or incidents that
occurred prior to the closing of the sale transaction on July 10,
2009, of the provisions of the Amended and Restated Master Sale
and Purchase Agreement, dated June 26, 2009, and the 363 Sale
Order.

In her Appeal, Dr. Sizemore contended, among other things, that:

  -- the Bankruptcy Court lacks jurisdiction to rule on matters
     not pertaining directly to product liability because the
     "terms and provisions" of the Sale Order do not include
     Actions for Discovery, only claims for Product Liability;

  -- the Action for Discovery, legally executed in State Court
     in Medina, Ohio, is "for information" with no money damages
     included;

  -- the Sale Order 363 fails to negate New GM's duty of care
     to private individuals, including tax-paying citizens as
     well as product consumers relating to information regarding
     automobiles manufactured and sold-no matter which party has
     manufactured them.

  -- the Sale Order 363 fails to negate New GM's required
     compliance with Civil Rules in the State of Ohio in civil
     matters;

  -- the New GM had 28 days in State Court in Ohio to assert
     they were not a properly identified Defendant in the matter
     of Sizemore v. General Motors Company, but failed to
     respond pursuant to Rule 12(A)(I) of the Civil Rules in
     Ohio; and

  -- many of the documents received from the "Old" GM and

     the "New" GM are incomplete, suggesting concealment, or
     fraudulent, rendering her Action for Discovery valid and
     necessary to compel release of information under oath.

Dr. Sizemore assured the Court that she has met all statutory
requirements for an Action for Discovery.

                         About General Motors

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

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

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

                   About Motors Liquidation

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

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

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


GENERAL MOTORS: To Seek Approval of Wilmington Plant Sale Today
---------------------------------------------------------------
Motors Liquidation Co. and its units submitted to Bankruptcy Judge
Robert Gerber a copy of the Real Estate Purchase Contract dated
June 8, 2010, between Motors Liquidation Company and Fisker
Automotive, Inc., among other pertinent documents, with respect to
the Debtors' sale of their real and personal property, including a
motor vehicle assembly plant, located at 801 Boxwood Road, in
Wilmington, Delaware.

Fisker, as purchaser, agreed to purchase the Property for
$20,000,000 to be paid at the closing of the Sale.  The Sale also
calls for (i) the assumption and assignment of certain executory
contracts and unexpired leases, and (ii) the Debtors' entry into a
settlement agreement with the Delaware Department of Natural
Resources and Environmental Control regarding the responsibility
for ongoing environmental remediation of the real property that is
subject to the Sale.

A full-text copy of the Wilmington Sale Documents is available for
free at http://bankrupt.com/misc/GM_WilmingtonSaleDocs.pdf

The Sale Motion will come before the Court for approval at a
hearing slated June 29, 2010.

                         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 DEWEY: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Joint Debtors: George Dewey, Jr.
               Amy H. Dewey
               3750 Seminary Road
               Alexandria, VA 22304-5203

Bankruptcy Case No.: 10-15290

Chapter 11 Petition Date: June 23, 2010

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

Judge: Robert G. Mayer

Debtor's Counsel: David C. Jones, Jr., Esq.
                  10617 Jones Street, Ste 301-A
                  Fairfax, VA 22030
                  Tel: (703) 273-7350
                  Fax: (703) 385-3731
                  E-mail: djones@dcjoneslaw.com

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

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/vaeb10-15290.pdf

The petition was signed by George Dewey, Jr. and Amy H. Dewey.


GLOUCESTER ENGINEERING: Files for Chapter 11 in Boston
------------------------------------------------------
Gloucester Engineering Co. has voluntarily filed for
reorganization under Chapter 11 of the Bankruptcy Code in the
District of Massachusetts (Bankr. D. Mass. Case No. 10- 12967).

According to Bloomberg, Gloucester Engineering put itself into
Chapter 11 in response to an involuntary Chapter 7 liquidation
petition filed by creditors in late March.

Gloucester Engineering said that an affiliate of Blue Wolf Capital
Fund II, L.P. has agreed to provide it with a $6.0 million debtor-
in-possession facility, pending court approval, which will fund
GEC's operations as it restructures and allow it to continue
accepting and processing customer orders.

Blue Wolf first extended credit to the company in May.  Since that
time, the Company said its order intake and production activity
have accelerated.

Carl Johnson, President of GEC, said, "Working closely with our
advisors, we decided that filing for Chapter 11 reorganization was
in the best interest of our customers, vendors, creditors, and
employees.  The bankruptcy filing will not hinder our ability to
accept or process new or existing orders and we are confident that
Blue Wolf's ongoing financial support will allow GEC to continue
operating as we execute our turnaround plan and return to
profitability.  We anticipate that there will be no disruption to
our customers.

"GEC's turnaround plan, which was initiated several months ago, is
achieving the desired results, and we regret that a handful of
creditors have nevertheless influenced this turn of events," Mr.
Johnson concluded

"Blue Wolf is excited to continue providing working capital to
Gloucester Engineering, which has ample liquidity to continue
operations," said Michael Ranson, a Partner at Blue Wolf.  "We
have been impressed with the rapid improvements in the company's
cash flows and the significant progress in fulfilling customer
orders, streamlining the organization, and aggressively managing
expenses. The company has long held a strong market position and
has continued to enjoy customer loyalty in spite of its recent
financial challenges.  We believe that, through the reorganization
process, GEC will emerge a stronger, healthier company."

                  About Gloucester Engineering

Since its inception in 1961, Gloucester Engineering Company has
been a global leader in advancing quality and production limits in
the plastics extrusion and converting market.  GEC offers a range
of innovative system and component solutions, for both new lines
and retrofits, that provide customers a competitive edge in
applications that include bag making, foam and sheet extrusion,
blown and cast film extrusion, and extrusion coating.

GEC manufactures its equipment from its headquarters in
Gloucester, MA, USA and through its joint-venture company in
Damman, India, Kabra Gloucester Engineering.


GREGORY WILSON: Case Summary & 7 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Gregory M. Wilson
        8120 S. Maryland
        1st Floor
        Chicago, IL 60619

Bankruptcy Case No.: 10-28153

Chapter 11 Petition Date: June 23, 2010

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

Judge: Pamela S. Hollis

Debtor's Counsel: Joseph E. Cohen, Esq.
                   E-mail: jcohen@cohenandkrol.com
                  Yan Teytelman, Esq.
                   E-mail: law_4321@yahoo.com
                  Cohen & Krol
                  105 West Madison Suite 1100
                  Chicago, IL 60602
                  Tel: (312) 368-0300

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

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

A list of the Company's 7 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ilnb10-28153.pdf

The petition was signed by Gregory M. Wilson.


HEALTH MANAGEMENT: Bank Debt Trades at 7% Off in Secondary Market
-----------------------------------------------------------------
Participations in a syndicated loan under which Health Management
Associates, Inc., is a borrower traded in the secondary market at
93.28 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 0.65 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 Feb. 28, 2014, and
carries Moody's B1 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.

Headquartered in Naples, Florida, Health Management Associates,
Inc., owns and operates acute-care hospitals in non-urban
settings.  The company provides inpatient services such as general
surgery, and oncology as well as outpatient services such as
laboratory, x-ray and physical therapy services.  In addition,
some facilities also offer specialty services such as cardiology,
radiation therapy and MRI scanning.

Health Management carries a 'B1' long term corporate and
probability of default ratings, with stable outlook, from Moody's,
a 'B+' issuer credit ratings, with negative outlook, from Standard
& Poor's, and a 'B+' long term issuer default rating, with stable
outlook, from Fitch.


HEALTHMARKETS INC: Fitch Affirms Issuer Default Rating at 'B+'
--------------------------------------------------------------
Fitch Ratings has affirmed and withdrawn these ratings for
HealthMarkets, Inc., and its insurance subsidiaries:

HealthMarkets

  -- Issuer Default Rating 'B+'.

The Chesapeake Life Insurance Company
MEGA Life & Health Insurance Company
Mid-West Life Insurance Company of Tennessee

  -- Insurer Financial Strength 'BB+'.

The Rating Outlook is Negative.


HERCULES OFFSHORE: Bank Debt Trades at 13% Off in Secondary Market
------------------------------------------------------------------
Participations in a syndicated loan under which Hercules Offshore,
Inc., is a borrower traded in the secondary market at 86.85 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 1.05
percentage points from the previous week, The Journal relates.
The Company pays 650 basis points above LIBOR to borrow under the
facility.  The bank loan matures on July 11, 2013, and carries
Moody's B2 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.

As reported by the Troubled Company Reporter on June 10, 2010,
Standard & Poor's took several rating actions on eight U.S. oil
and gas companies, including Hercules Offshore, Inc., following an
industry review.  S&P's review of the sector follows its release
on June 1, 2010, which indicated S&P would review companies with
operating exposure to the Gulf of Mexico following the U.S.
Department of the Interior's extension of the moratorium on
drilling permits.  The six-month moratorium affects permits issued
for new drilling operations at water depths greater than 500 feet.
S&P believes that when the moratorium is eventually lifted, there
could be extensive delays in issuing new permits due to high
initial volume and new safety and operating standards imposed.

S&P downgraded Hercules Offshore's rating from (B/Negative/--) to
(B-/Negative/--).

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

Hercules Offshore, Inc. (NASDAQ: HERO) --
http://www.herculesoffshore.com/-- provides shallow-water
drilling and marine services to the oil and natural gas
exploration and production industry in the United States, Gulf of
Mexico and internationally.  The Company provides these services
to integrated energy companies, independent oil and natural gas
operators and national oil companies.  The Company operates in six
business segments: Domestic Offshore, International Offshore,
Inland, Domestic Liftboats, International Liftboats and Delta
Towing.


HERIBERTO SANTIAGO: Case Summary & 6 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Heriberto Nunez Santiago
        dba HN Construction
        805 Ave Munoz Rivera
        PMB 1521
        Penuelas, PR 00624

Bankruptcy Case No.: 10-05551

Chapter 11 Petition Date: June 23, 2010

Court: United States Bankruptcy Court
       District of Puerto Rico (Ponce)

Debtor's Counsel: Modesto Bigas Mendez, Esq.
                  Bigas & Bigas
                  P.O. Box 7462
                  Ponce, PR 00732
                  Tel: (787) 844-1444
                  E-mail: modesto@coqui.net

Scheduled Assets: $768,100

Scheduled Debts: $1,849,085

A list of the Company's 6 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/prb10-05551.pdf

The petition was signed by Heriberto Nunez Santiago.


HIGH DESERT STATE: Closed; First American Bank Assumes Deposits
---------------------------------------------------------------
High Desert State Bank of Albuquerque, N.M., was closed on
June 25, 2010, by the New Mexico Financial Institutions Division,
which appointed the Federal Deposit Insurance Corporation as
receiver.  To protect the depositors, the FDIC entered into a
purchase and assumption agreement with First American Bank of
Artesia, N.M., to assume all of the deposits of High Desert State
Bank.

The two branches of High Desert State Bank will reopen during
normal business hours as branches of First American Bank.
Depositors of High Desert State Bank will automatically become
depositors of First American Bank.  Deposits will continue to be
insured by the FDIC, so there is no need for customers to change
their banking relationship in order to retain their deposit
insurance coverage.  Customers of High Desert State Bank should
continue to use their existing branch until they receive notice
from First American Bank that it has completed systems changes to
allow other First American Bank branches to process their accounts
as well.

As of March 31, 2010, High Desert State Bank had around
$80.3 million in total assets and $81.0 million in total deposits.
First American Bank did not pay the FDIC a premium for the
deposits of High Desert State Bank.  In addition to assuming all
of the deposits of the failed bank, First American Bank agreed to
purchase essentially all of the assets.

The FDIC and First American Bank entered into a loss-share
transaction on $67.6 million of High Desert State Bank's assets.
First American Bank will share in the losses on the asset pools
covered under the loss-share agreement.  The loss-share
transaction is projected to maximize returns on the assets covered
by keeping them in the private sector.  The transaction also is
expected to minimize disruptions for loan customers.  For more
information on loss share, visit:

  http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-405-8124.  Interested parties also can
visit the FDIC's Web site at:

   http://www.fdic.gov/bank/individual/failed/highdesertnm.html

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $20.9 million.  Compared to other alternatives, First
American Bank's acquisition was the "least costly" resolution for
the FDIC's DIF.  High Desert State Bank is the 86th FDIC-insured
institution to fail in the nation this year, and the second in New
Mexico.  The last FDIC-insured institution closed in the state was
Charter Bank, Santa Fe, on Jan. 22, 2010.


HOLLEY PERFORMANCE: Reorganizes and Emerges From Chapter 11
-----------------------------------------------------------
Holley Performance Products Inc. has significantly improved its
capital structure and liquidity through a successful voluntary
bankruptcy reorganization that became effective on June 22, 2010.
As a result of the reorganization, the Company reduced its debt by
over $59 million and obtained new credit arrangements, including a
revolving credit facility which provides the Company with
substantial flexibility to pursue its growth initiatives.

Bill Rochelle at Bloomberg reported early this month that the
Chapter 11 filing, the second in two years, prevented foreclosure
on a $20 million first-lien term loan where Regiment Capital
Special Situations Fund IV LP was the majority holder.  According
to the report, the salient terms of the Plan are:

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

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

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

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

Holley is a leading designer, manufacturer and distributor of a
diversified line of high performance automotive products including
carburetors, fuel pumps, fuel injection systems, nitrous oxide
injection systems, superchargers, exhaust headers, mufflers, and
fluid transfer products.  Holley was originally founded in 1903 by
brothers George and Earl Holley and has continuously provided
iconic automotive aftermarket products that enhance vehicle
performance through increased horsepower, torque, and drivability.
Holley products have provided the flow of fuel and air to notable
vehicles including the original Model T, World War II fighter
aircraft, the hottest factory performance cars of the muscle car
era, every NASCAR Cup Series race car, and the majority of winning
NHRA Pro Stock race cars.

According to Chief Executive Officer Tom Tomlinson, "Holley has
emerged with an extraordinarily strong balance sheet which
provides us with the flexibility to reinvest in our business and
positions us well for continued growth.  We have accomplished a
true restructuring in a cooperative, efficient and timely manner,
and we are deeply grateful for the support and loyalty we received
from our customers, dedicated employees, suppliers, lenders, and
shareholders.  We have an exciting array of new products slated
for introduction in the immediate future, and we are dedicated to
the execution of our mission to provide the most highly sought
after products in the high performance automotive aftermarket.
With our new balance sheet, we now have the financial strength to
create value through long-term sustainable organic growth and
appropriate strategic acquisitions while continuing to enhance the
reputation and reach of our core stable of brands."

Holley's reorganization converted principal and interest
associated with its former second lien notes into equity and
established new credit facilities with its existing senior
lenders.  Also during the reorganization, Holley successfully
completed the sale of its diesel OEM business.  Mr. Tomlinson
said, "The sale of our diesel OEM business yielded excellent value
that we are reinvesting in our performance business.  Our team is
excited that we are now able to focus 100% of our energy on our
very successful high performance automotive aftermarket business."

David G. Elkins, Chairman of Holley's Board of Directors said, "We
initiated Holley's voluntary bankruptcy case in September 2009
after carefully evaluating the effects of the economic recession
and related collapse of the credit markets.  Our goal was to
significantly reduce Holley's corporate debt and overall leverage
and thereby establish a sustainable, long-term capital structure
that would allow the company to carry out its growth and product
expansion plans.  We are extremely pleased with the outcome,
having reduced debt by over $59 million.  Thanks to the efforts of
our senior management team and other employees and to the
cooperation we received from our stakeholders, suppliers and
customers, Holley has emerged from this process as a financially
strong company that is well-positioned for future growth and
success."

Mr. Elkins went on to say, "We are pleased with the team that has
been assembled to lead the Company into the future.  Tom and other
members of our senior management team are true automotive
enthusiasts who share a genuine passion for the high performance
automotive aftermarket.  We are encouraged by the Company's
performance since Tom assumed his CEO duties in 2009, and we look
forward to exciting things from Holley in the years to come."

James Wilton and James Wright of Ropes & Gray served as lead
counsel to the debtors, and David Stratton of Pepper Hamilton
served as co-counsel.  Christopher K. Wu, Managing Director of
Carl Marks Advisory Group LLC, served as financial advisor to
Holley.

              About Carl Marks and Carl Marks

Carl Marks Advisory Group LLC, with offices in New York, Vienna,
Va., Bedminster, N.J., and Charlotte, N.C., provides a wide array
of investment banking and financial, operational and real estate
advisory services to the middle market, including mergers and
acquisitions advice, sourcing of capital, financial restructuring
plans, strategic business assessments, improvement plans and
interim management.

Carl Marks Securities LLC, based in New York, assists its clients
in executing private placements of debt and equity. The firm is a
member of FINRA and SIPC. Additional information about Carl Marks

                    About Holley Performance

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

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

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


INFOLOGIX INC: Audit Panel Taps KPMG LLP as Accountant
------------------------------------------------------
The Audit Committee of the Board of Directors of InfoLogix Inc.
has engaged KPMG, LLP, to serve as the Company's independent
registered public accounting firm for the year ending December 31,
2010.  The Audit Committee selected KPMG after thoroughly
evaluating the services offered by the firm and several of its
competitors.  McGladrey & Pullen LLP served as the Company's
previous independent registered public accounting firm.  The
change in independent auditors is not the result of any
disagreement between InfoLogix and McGladrey.

                       About InfoLogix Inc.

Based in Hatboro, Pennsylvania, InfoLogix, Inc. (NASDAQ: IFLG) --
http://www.infologix.com/-- provides end-to-end solutions for
electronic medical record and supply chain implementation and
mobilization, with experience in over 2,200 hospitals and
businesses nationwide.  InfoLogix assists its healthcare and
commercial customers by implementing and optimizing EMR and SCM
systems, offers mobility to caregivers and workforces by making
data accessible directly at the point of care or point of
activity, and manages operations with services to improve clinical
and financial performance and supply chain with services to drive
greater efficiency.

The Company's balance sheet at March 31, 2010, showed
$34.0 million in total assets and $39.0 million in total
liabilities, for a total stockholders' deficit of $4.9 million.

McGladrey & Pullen, LLP, in Blue Bell, Pa., expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company has suffered
recurring losses from operations, has negative working capital and
an accumulated deficit as of December 31, 2009.


ILX RESORTS: Has $408,000 Q1 Loss; To Sell Assets to 3rd Party
--------------------------------------------------------------
ILX Resorts Incorporated filed its quarterly report on Form 10-Q,
reporting a net loss of $408,444 on $6.8 million of revenue for
the three months ended March 31, 2010, compared with a net loss of
$1.0 million on $7.7 million of revenue for the same period of
2009.

The Company's balance sheet at March 31, 2010, showed
$72.0 million in assets, $44.3 million of liabilities, and
$27.7 million of stockholders' equity.

On October 2, 2009, the Bankruptcy Court entered an order
approving the disclosure statement explaining the Chapter 11 plan
for ILX Resorts.  The confirmation hearing was scheduled for Nov.
10 to 12, 2009, but the Debtors and their primary lenders sought a
delay to work together on a mutually acceptable plan of
reorganization.  In January 2010, the Debtors and their primary
lender reached an agreement and are now working together on a
Joint Plan of Reorganization in which most of the Debtors assets
will be sold to a third party.

While the Joint Plan anticipates some payment to all creditors and
payment by the primary lender to holders of outstanding common
stock of ILX Resorts Incorporated, the ultimate treatment of
creditors and stockholders will not be determined until
confirmation of a plan of reorganization.

"There can be no assurance at this time that the Company will be
able to sell most of its assets to a third party or that it can
restructure as a going concern, that the Joint Plan or Plan will
be confirmed by the Bankruptcy Court, or that any will be
implemented successfully."

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

               http://researcharchives.com/t/s?6579

                       About ILX Resorts

Based in Phoenix, Ariz., ILX Resorts Incorporated
-- http://www.ilxresorts.com/-- develops, markets, and operates
timeshare resorts in the western United States and Mexico.  The
Company's current portfolio of resorts consists of seven resorts
in Arizona, one in Indiana, one in Colorado, one in San Carlos,
Mexico, land in Puerto Penasco (Rocky Point), Mexico and land in
Sedona, Arizona.  The Company also owns 2,241 Vacation Ownership
Interests in a resort in Las Vegas, Nevada, 2,233 of which have
been annexed into Premiere Vacation Club, 194 Vacation Ownership
Interests in a resort in Pinetop, Arizona, all of which have been
annexed into Premiere Vacation Club and 176 Vacation Ownership
Interests in a resort in Phoenix, Arizona, 174 of which have been
annexed into Premiere Vacation Club.

ILX Resorts, Inc., and 15 of its subsidiaries and limited
liability companies filed for voluntary petitions for
reorganization under Chapter 11 of the Bankruptcy Code on March 2,
2009 (Bankr. D. Ariz. Lead Case No. 09-03594).  Judge Redfield T.
Baum presides over the cases.  John J. Hebert, Esq., at Shughart
Thomson & Kilroy, P.C., serves as the Debtors' counsel.  As of
March 31, 2009, ILX Resorts had $71.4 million in total assets
and $42.6 million in total liabilities.

The Company anticipates filing a Joint Plan with its primary
lender whereby most of its assets would be sold to a third party.


INDEPENDENCE TAX: March 31 Balance Sheet Upside-Down by $19.7MM
---------------------------------------------------------------
Independence Tax Credit Plus L.P. filed on June 24, 2010, its
annual report on Form 10-K, reporting a net loss of $18.0 million
on $7.0 million of revenue for the year ended March 31, 2010,
compared with a net loss of $5.8 million on $6.8 million of
revenue for the year ended March 31, 2009.

The Partnership's balance sheet at March 31, 2010, showed
$23.1 million in assets and $42.8 million of liabilities, for a
partners' deficit of $19.7 million.

The consolidated financial statements include the financial
statements of three subsidiary partnerships with significant
uncertainties.  The financial statements of these subsidiary
partnerships were prepared assuming that they will continue as
going concerns.  These three subsidiary partnerships' net losses
aggregated $10,504,227 (2009 Fiscal Year) and $551,341 (2008
Fiscal Year) and their assets aggregated $6,189,416 and
$23,400,218 at March 31, 2010, and 2009, respectively.

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

               http://researcharchives.com/t/s?6576

Headquartered in New York, Independence Tax Credit Plus L.P. was
organized on November 7, 1990, but had no activity until May 31,
1991, and commenced its public offering on July 1, 1991.  The
general partner of the Partnership is Related Independence
Associates L.P., a Delaware limited partnership.  The general
partner of Related Independence Associates L.P. is Independence
Associates GP LLC, a Delaware corporation.  The ultimate parent of
Related Independence Associates L.P. is Centerline Holding
Company.

The Partnership's business is to invest as a limited partner in
other partnerships that own leveraged apartment complexes that are
eligible for the low-income housing tax credit enacted in the Tax
Reform Act of 1986, some of which may also be eligible for the
historic rehabilitation tax credit.

The Partnership is currently in the process of developing a plan
to dispose all of its investments.  As of March 31, 2010, the
Partnership has disposed of eighteen of the twenty-eight original
properties.  During the year ended March 31, 2010, one local
partnership sold its property and the related assets and
liabilities and the Partnership sold its limited partnership
interest in one local partnership.  Through March 31, 2010, four
local partnerships have sold their property and the related assets
and liabilities, the Partnership has sold its limited partnership
interest in thirteen local partnerships and one local partnership
has transferred the deed to the property and related assets and
liabilities of such local partnership.  In addition, as of
March 31, 2010, two local partnerships entered into agreements to
sell their property and the related assets and liabilities.


INDEPENDENCE TAX III: March 31 Balance Sheet Upside-Down by $31MM
-----------------------------------------------------------------
Independence Tax Credit Plus L.P. III filed on June 25, 2010, its
annual report on Form 10-K, reporting a net loss of $31.5 million
on $6.4 million of revenue for the year ended March 31, 2010,
compared with net income of $924,900 on $6.2 million of revenue
for the year ended March 31, 2009.

The Partnership's balance sheet at March 31, 2010, showed
$22.4 million in assets and $53.7 million of liabilities, for a
partners' deficit of $31.3 million.

The consolidated financial statements of the Partnership for the
year ended March 31, 2010, include the financial statements of two
subsidiary partnerships with significant uncertainties.  The
financial statements of these subsidiary partnerships were
prepared assuming that they will continue as going concerns.
These two subsidiary partnerships' net losses aggregated
$4,959,477 (2009 Fiscal Year) and their assets aggregated
$1,938,832 at March 31, 2010.

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

               http://researcharchives.com/t/s?6571

Headquartered in New York, Independence Tax Credit Plus L.P. III
is a limited partnership which was formed under the laws of the
State of Delaware on December 23, 1993.  The general partner of
the Partnership is Related Independence Associates III L.P., a
Delaware limited partnership.  The general partner of Related
Independence Associates III L.P. is Related Independence
Associates III Inc., a Delaware corporation.  The ultimate parent
of Related Independence Associates III L.P. is Centerline Holding
Company.

The Partnership's business is to invest in other partnerships
owning leveraged apartment complexes that are eligible for the
low-income housing tax credit enacted in the Tax Reform Act of
1986, some of which may also be eligible for the historic
rehabilitation tax credit.  The Partnership had originally
acquired interests in twenty local partnerships.  The Partnership
is in the process of developing a plan to dispose of all of its
investments.  During the year ended March 31, 2010, the
partnership sold its limited partnership interests in two local
partnerships.  As of March 31, 2010, the Partnership has sold its
limited partnership interests in three local partnerships.


INDEPENDENCE TAX IV: March 31 Balance Sheet Upside-Down by $13MM
----------------------------------------------------------------
Independence Tax Credit Plus L.P. IV filed on June 24, 2010, its
annual report on Form 10-K, reporting a net loss of $15.3 million
on $5.0 million of revenue for the year ended March 31, 2010,
compared with a net loss of $15.0 million on $4.9 million of
revenue for the year ended March 31, 2009.

The Partnership's balance sheet at March 31, 2010, showed
$23.3 million in assets and $36.3 million of liabilities, for a
partners' deficit of $13.0 million.

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

               http://researcharchives.com/t/s?6572

Headquartered in New York, Independence Tax Credit Plus L.P. IV
Independence Tax Credit Plus L.P. IV is a limited partnership
which was formed under the laws of the State of Delaware on
February 22, 1995.  The general partner of the Partnership is
Related Independence L.L.C., a Delaware limited liability company.
Centerline Holding Company is the ultimate parent of Centerline
Affordable Housing Advisors LLC, the managing member of Related
Independence L.L.C.

The Partnership's initial business was to invest in other
partnerships owning leveraged apartment complexes that are
eligible for the low-income housing tax credit enacted in the Tax
Reform Act of 1986, some of which may also be eligible for the
historic rehabilitation tax credit.  The Partnership is currently
invested in twelve local partnerships.

The Partnership is currently in the process of developing a plan
to dispose of all of its investments.  As of March 31, 2010, the
Partnership has sold its limited partnership interest in one local
partnership and the property and the related assets and
liabilities of another local partnership.


INVISTA BV: Moody's Gives Positive Outlook, Affirms 'Ba2' Rating
----------------------------------------------------------------
Moody's Investors Service changed the rating outlook on INVISTA
B.V.'s ratings to positive from stable and affirmed the Ba2
Corporate Family Rating.  Moody's also upgraded IBV's Speculative
Grade Liquidity rating to SGL-2 from SGL-3.

The positive outlook reflects the presence of materially improved
credit metrics, and the expectation of further improvement, driven
by improved operating cash flows and the benefit of debt reduction
resulting from cash infusions from IBV's parent.  These cash
infusions resulted in material debt reduction over the last two
years.  Most recently IBV announced that in connection with the
redemption of $350 million Notes due 2012 (the principal balances
is $675 million) IBV and its subsidiaries expect have received
approximately $350 million in capital contributions from certain
subsidiaries of Koch Industries, Inc. Since the end of 2007 IBV
balance sheet debt has been reduced by over 71% to $720 million
from $2,481 million -- a reduction of $1.8 billion.

"The positive outlook reflects Moody's assumption that excess free
cash flow is likely to be used, over time, for further debt
reduction," said Moody's analyst Bill Reed.

IBV's SGL-2 reflects improved free cash flow generation, strong
cash balances, good availability under its revolver, a favorable
debt maturity profile and the expectation of strong headroom under
its existing bank covenants.

The Ba2 CFR reflects Moody's belief that the successful
integration and cost saving initiatives completed by management,
post the economic downturn beginning in late 2008, has resulted in
a sustained improvement in retained cash flow.  This improvement
in cash flow when combined with debt reduction has resulted in
credit metrics that will likely support higher ratings assuming
the cash flow improvements are sustainable.  In addition Moody's
believes that IBV's business profile combined with its size and
relative stability supports the move to a positive outlook.
Moody's also believes that IBV's owners have significantly and
permanently altered their view of the appropriate financial risk
profile of IBV with an aim of producing sustainable financial
metrics that would support a goal of achieving an investment grade
rating in the Baa category.

Affirmation/Upgrades:

Issuer: INVISTA B.V.

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

Issuer: INVISTA S.A.R.L.

  -- Senior Unsecured Regular Bond/Debenture Ba3 rating affirmed,
     LGD Upgraded to LGD4, 64% from LGD5, 79%

Outlook Actions:

Issuer: INVISTA B.V.

  -- Outlook, Changed To Positive From Stable

Issuer: INVISTA S.A.R.L.

  -- Outlook, Changed To Positive From Stable

Positive pressure for the rating would result if the improved cash
flows expected are viewed as being sustainable such that credit
metrics continue to improve and this is predicated on the belief
that product volumes will continue to improve from the very low
levels that occurred in late 2008 and early 2009.  A move to a
bank facility (revolver/term loan) that was unsecured would also
result in positive consideration.

Limiting factors to the rating include the need to assess the
unique margin pressures on IBV's ongoing businesses particularly
in the spandex segment, notwithstanding recent margin improvement.
Moody's notes that but for the very successful and considerable
cost saving initiatives that management has achieved IBV's
adjusted EBITDA would be materially smaller.  Nevertheless the
strength and success of the cost savings is decidedly significant.
Moody's Ba2 CFR also reflects some caution regarding the need for
further cost saving efforts if the global economy were to
unexpectedly weaken a second time.  IBV management has
successfully completed two major cost saving programs and the
ability to garner more savings out of the remaining assets may be
challenging without beginning to impair the business model.  In
light of these factors, Moody's will monitor both IBV's
performance with respect to improvement in credit metrics and the
global economic impact on IBV's business model prior to a positive
move.

Moody's most recent announcement concerning the ratings for was on
October 29, 2008, when Moody's affirmed IBV's Ba2 CFR and its
other ratings.  Moody's also changed IBV's Speculative Grade
Liquidity rating to SGL-3 from SGL-2.

INVISTA B.V. is headquartered in the United States and is one of
the world's leading producers of chemical intermediates, polymers
and fibers for use in the manufacture of nylon, spandex, and
polyester products.  The company is an independently managed
wholly owned indirect subsidiary of Wichita, Kansas based Koch
Industries, Inc.  Revenues were $5.9 billion in for the last 12
months ending March 31, 2010, as compared to $9.1 billion in for
the last 12 months ending June 30, 2008.


ITI INTERNET: Files for Bankruptcy to Protect Merchant Funds
------------------------------------------------------------
ITI Internet Services, Inc., filed for Chapter 11 on June 23, 2010
(Bankr. W.D. Wash. Case No. 10-45068).

Trading Markets reports that ITI Internet filed for bankruptcy
after unsuccessful appeal of the Durand vs. HIMC Corporation
lawsuit and the need to protect merchant funds.  ITI Internet is a
subsidiary of HIMC that provides secure electronic cheque
processing, refund and rebate cheque fulfillment services.

The Company listed $1.4 million in assets and $1.2 million in
liabilities.


ITI INTERNET: Case Summary & 9 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: ITI Internet Services, Inc.
        1130 Broadway Plaza, Suite 205
        Tacoma, WA 98402

Bankruptcy Case No.: 10-45068

Chapter 11 Petition Date: June 23, 2010

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

Judge: Brian D. Lynch

Debtor's Counsel: Larry B. Feinstein, Esq.
                  Vortman & Feinstein
                  500 Union St Ste 500
                  Seattle, WA 98101
                  Tel: (206) 223-9595
                  E-mail: feinstein2010@gmail.com

Scheduled Assets: $1,425,971

Scheduled Debts: $1,198,926

A list of the Company's 9 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/wawb10-45068.pdf

The petition was signed by Tami Gorman, chief operating officer.


JAMES GEORGE: Case Summary & 19 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: James D. George
        14 Elizabeth Street, Apt 1
        Attleboro, MA 02703

Bankruptcy Case No.: 10-16806

Chapter 11 Petition Date: June 23, 2010

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

Judge: William C. Hillman

Debtor's Counsel: Timothy M. Mauser, Esq.
                  Law Office of Timothy Mauser, Esq.
                  One Center Plaza, Suite 240
                  Boston, MA 02114
                  Tel: (617) 338-9080
                  Fax: (617) 275-8990
                  E-mail: tmauser@mauserlaw.com

Scheduled Assets: $552,594

Scheduled Debts: $1,534,088

A list of the Company's 19 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/mab10-16806.pdf

The petition was signed by James D. George.


JENKINS FAMILY: Case Summary & 12 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Jenkins Family Properties, LP
        P.O. Box 148
        Townsend, TN 37882

Bankruptcy Case No.: 10-51600

Chapter 11 Petition Date: June 23, 2010

Court: United States Bankruptcy Court
       Eastern District of Tennessee (Greeneville)

Debtor's Counsel: Edward J. Shultz, Esq.
                  Ayres & Parkey
                  P.O. Box 23380
                  Knoxville, TN 37933
                  Tel: (865) 637-1181
                  E-mail: eshultz@ayreslaw.com

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

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

A list of the Company's 12 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/tneb10-51600.pdf

The petition was signed by Randy Jenkins, Timberwinds Management
Company's president -- the Debtor's general partner.


JO-ANN STORES: S&P Raises Corporate Credit Rating to 'BB-'
----------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
corporate credit rating on Hudson, Ohio-based Jo-Ann Stores Inc.
to 'BB-' from 'B+'.  S&P's rating is removed from CreditWatch,
where it was placed with positive implications on Jan. 6, 2010,
following the company's announcement that it was redeeming its
$47.5 million of 7.5% subordinated notes due 2012.  The rating
outlook is stable.

"The upgrade reflects S&P's view that operating results have been
quite stable despite the recession, a difficult retail
environment, and more cautious discretionary spending by
consumers," said Standard & Poor's credit analyst Jayne Ross.  S&P
believes that Jo-Ann Stores can maintain the current operating
trends and that credit protection measures will remain well-
supportive of the rating.

The ratings on Jo-Ann Stores reflect the company's participation
in the highly competitive craft and hobby retail industry, the
seasonal nature of its earnings, and its modestly leveraged
capital structure.  These factors are somewhat mitigated by the
company's position as one of the top three players in the industry
and credit protection measures that S&P believes are very adequate
for the rating.

Credit metrics have improved year to date.  Operating-lease
adjusted leverage was 2.4x at the end of the first quarter, May 1,
2010, compared with 4.2x in the prior-year period.  EBITDA
coverage of interest increased to 4.3x up from 2.6x over the same
period.  These credit-protection measures improved because of the
redemption of the company's subordinated debt issue.  Operating
margins increased to 17% from 13.3% in the prior year, but are
still below that of major competitor Michaels Stores Inc.


JOEHAN ENTERPRISE: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Joehan Enterprise, Inc
        195 Brookside Avenue
        Roosevelt, NY 11575

Bankruptcy Case No.: 10-74800

Chapter 11 Petition Date: June 22, 2010

Court: United States Bankruptcy Court
       Eastern District of New York (Central Islip)

Judge: Dorothy Eisenberg

Debtor's Counsel: Gary C Fischoff, Esq.
                  Steinberg, Fineo, Berger & Fischoff
                  40 Crossways Park Drive
                  Woodbury, NY 11797
                  Tel: (516) 747-1136
                  E-mail: gfischoff@sfbblaw.com

Scheduled Assets: $527,100

Scheduled Debts: $2,305,316

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by Isteak A. Rumi, president. Isteak A.
Rumi, president.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Isteak A. Rumi & Shaima Isteak         09-80028    12/31/09


JOHN SHENDOCK: Voluntary Chapter 11 Case Summary
------------------------------------------------
Joint Debtors: John K. Shendock
               Phyllis Shendock
               dba Sean-Tor General Construction, Inc.
               51 John Singer Sargent Way
               Marlton, NJ 08053

Bankruptcy Case No.: 10-29214

Chapter 11 Petition Date: June 23, 2010

Court: United States Bankruptcy Court
       District of New Jersey (Camden)

Judge: Judith H. Wizmur

Debtor's Counsel: John Crayton, Esq.
                  33 West Second Street
                  Moorestown, NJ 08057
                  Tel: (856) 727-5155
                  Fax: (856) 866-1333
                  E-mail: jcrayton@verizon.net

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

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

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by John K. Shendock and Phyllis Shendock.


JOHN D. OIL: Charter One Agrees to Forbear Until July 1
-------------------------------------------------------
John D. Oil and Gas Company disclosed that it, along with Richard
M. Osborne (the Company's chairman of the board and chief
executive officer), the Richard M. Osborne Trust, Great Plains
Exploration, LLC and Oz Gas Ltd. (companies owned by Mr. Osborne),
has entered into a Forbearance Agreement with RBS Citizens, N.A.
dba Charter One pursuant to which Charter One will forbear from
enforcing its rights and remedies under the Company's fully-drawn
$9.5 million line of credit as well as the other parties' loan
agreements until July 1, 2011, subject to no further events of
default including the payments due under the Forbearance
Agreement.  Pursuant to the Forbearance Agreement and during the
forbearance period, the parties must pay Charter One $400,000 per
month, including a $40,000 per month forbearance fee, until all
amounts under the loan agreements have been paid in full.

"Completing the forbearance agreement is an important step in the
continuing process of working with Charter One to reach a
satisfactory solution as it relates to our $9.5 million line of
credit," stated Gregory J. Osborne, the Company's President and
Chief Operating Officer.  "We intend to use this time during the
forbearance period to seek financing that will support our long-
term strategic plans."

Discussions with Charter One are ongoing and there is no certainty
that these discussions will result in satisfactory terms of a
revised loan agreement or a revised loan agreement at all.  If
Charter One demands repayment of the outstanding amounts payable
at the end of the forbearance period, the Company does not have
the available cash to repay the line of credit and will need
financing from other sources to repay Charter One.

                 About John D. Oil and Gas Company

The Company entered into the business of extracting and producing
oil and natural gas products in Northeast Ohio in 2006.  The
Company currently also retains one self-storage facility located
in Painesville, Ohio.


JOSEPH CHRISTIANA: Case Summary & 8 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Joseph W Christiana, Jr.
        40 Beth Drive
        Kingston, NY 12401

Bankruptcy Case No.: 10-36848

Chapter 11 Petition Date: June 22, 2010

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

Judge: Cecelia G. Morris

Debtor's Counsel: Andrea B. Malin, Esq.
                  Genova & Malin, Attorneys
                  The Hampton Center
                  1136 Route 9
                  Wappingers Falls, NY 12590-4332
                  Tel: (845) 298-1600
                  Fax: (845) 298-1265
                  E-mail: genmallaw@optonline.net

Scheduled Assets: $807,095

Schedule Debts: $1,667,052

A list of the Company's 8 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nysb10-36848.pdf

The petition was signed by Joseph W Christiana, Jr.


JOSEPH GILCHRIST: Needs to Amend Plan Due to Gulf Coast Problems
----------------------------------------------------------------
The Hon. William S. Shulman of the U.S. Bankruptcy Court for the
Northern District of Florida extended until August 16, 2010,
Joseph Robert Gilchrist's time to file an amended Chapter 11 Plan
and explanatory Disclosure Statement.

The Debtor sought an extension, explaining that that the
Disclosure Statement and Plan, in their present form, may not be
accurate or feasible in light of the current economic issues
facing the Gulf Coast.

Pensacola, Florida-based Joseph Robert Gilchrist -- aka Joseph R.
Gilchrist and Joe Gilchrist -- filed for Chapter 11 bankruptcy
protection on December 14, 2009 (Bankr. N.D. Fla. Case No. 09-
32501).  John E. Venn, Esq., who has an office in Pensacola,
Florida, assists the Debtor in his restructuring effort.  The
Debtor listed $11,000,367 in assets and $37,893,674 in
liabilities.


K SCOTT WILLIS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Joint Debtors: K Scott Willis
               aka Scott K Willis
               dba Willis Properties
               Gayle A Willis
               aka Gayle Rogers Willis
        5372 Cottage View Ct
        Hamilton, OH 45011

Bankruptcy Case No.: 10-14266

Chapter 11 Petition Date: June 22, 2010

Court: United States Bankruptcy Court
       Southern District of Ohio (Cincinnati)

Judge: Burton Perlman

Debtor's Counsel: Norman L. Slutsky, Esq.
                  9403 Kenwood Rd
                  Suite D100
                  Cincinnati, OH 45242
                  Tel: (513) 793-5560
                  E-mail: nslutsky@fuse.net

Scheduled Assets: $1,418,893

Scheduled Debts: $2,912,021

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ohsb10-14266.pdf

The petition was signed by K Scott Willis and Gayle A. Willis.


KB HOMES: SEC Probes on Joint Ventures & Accounting Practices
-------------------------------------------------------------
Dawn Wotapka and Nathan Becker at Dow Jones Newswires report that
KB Home said the Securities and Exchange Commission is
investigating its joint ventures, and the way it accounted for
declining home and land prices, a probe that could have
implications across the industry.

"While we cannot speak on behalf of the SEC, and cannot be certain
as to the scope of this review, the information requests we have
received from the SEC relate to our impairments of communities and
joint-venture investments," Chief Executive Jeffrey Mezger said in
a Friday conference call to discuss quarterly results, Dow Jones
reports.

KB disclosed in October the SEC had opened an investigation, but
the nature of the probe wasn't previously known.  Dow Jones says
Mr. Mezger declined to provide further details on the probe.

According to Dow Jones, KB said it is cooperating with the SEC,
and it is confident in its financial statements.  The SEC declined
to comment.

Dow Jones notes that while it's not clear what the SEC is
questioning about land-related charges and joint ventures, the
practices were widespread across the industry.  In recent years,
homebuilders wrote down billions of dollars in the value of land
and housing inventory that depreciated, also known as taking
impairments.

According to Dow Jones, between 2006 and 2009, the top 12 U.S.
homebuilders took more than $30.6 billion in impairment charges,
fueled mainly by plummeting land values.  KB Home wrote down more
than $2.6 billion, but the company said Friday it didn't take any
land-related charges in its second quarter ended May 31.

Los Angeles, California-based KB Home (NYSE:KBH) --
http://www.kbhome.com/-- one of the nation's premier
homebuilders, has delivered over half a million quality homes for
families since its founding in 1957.  The Los Angeles-based
company is distinguished by its Built to Order(TM) homebuilding
approach that puts a custom home experience within reach of its
customers at an affordable price.


KIEBLER SLIPPERY: Gets Court's Nod to Sell Certain Assets
---------------------------------------------------------
Kiebler Slippery Rock, LLC, sought and obtained authorization from
the Hon. Randolph Baxter of the U.S. Bankruptcy Court for the
Northern District of Ohio to sell certain assets free and clear of
liens, claims and interests.

The Debtor entered into an asset purchase agreement with OCG-
Slippery Rock, L.P., under which OCG has agreed to purchase
certain of the Debtor's assets for $23,550,000.  The Buyer will
acquire the estate's interests in the acquired assets, as well as
the interests of the Debtor's cotenants, Erie Bookstore
Partnership, L.P., and Orchard Lake Bookstore L.P. in the acquired
assets.  The Closing set forth in the APA is July 30, 2010, or 45
days after the Effective Date, at 10:00 a.m.

A copy of the APA is available for free at:

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

SRU, L.P., has made a back-up bid.  In the event that the Buyer
fails to consummate the acquisition of the assets, the Debtor and
the back-up bidder are authorized and directed to perform in
accordance with the SRU, L.P. Back-Up Bid and purchase agreement
and this order.

Chardon, Ohio-based Kiebler Slippery Rock LLC filed for Chapter 11
on Sept. 25, 2009 (Bankr. N.D. Ohio Case No. 09-19087).  Andrew L.
Turscak Jr., Esq., Mark A. Weintraub, Esq., and Robert C. Folland,
Esq., at Thompson Hine LLP represent the Debtor in its
restructuring effort.  In its petition, the Debtor listed assets
and debts both ranging from $10,000,001 to $50,000,000.


LEXI DEVELOPMENT: RBS Filed Involuntary Ch. 7 Petition
------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Royal Bank of
Scotland PLC filed an involuntary Chapter 7 petition on June 23
against Lexi Development Co. (Bankr. S.D. Fla. Case No. 10-12037).

According to the report, Lexi is an investor in loans secured by
real estate.  Lexi was sued by RBS in U.S. District Court in March
when a $20 million loan matured and wasn't paid.  Lexi, giving an
address in South Miami, Florida, said in the district court suit
that it foreclosed three properties that have enough value to pay
RBS in full.

RBS was the only creditor filing the involuntary petition.


LIBERTY MEDIA: S&P Puts 'BB-' Ratings on CreditWatch Developing
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' corporate
credit rating, as well as the 'BB-' senior unsecured debt rating,
for Englewood, Colo.-based Liberty Media Corp. on CreditWatch with
developing implications, meaning the ratings could be raised,
lowered, or affirmed following S&P's review.

The CreditWatch placement is based on the company's plan to
separate its Liberty Capital and Liberty Starz tracking stock
groups from its Liberty Interactive track stock group.  The plan
would create a newly formed company encompassing the operations
and assets of Liberty Capital and Liberty Starz.  The "developing"
implications indicate the possibility that the plan could have
different rating implications for the unsecured debt issues under
the two legal entities: Newco and Liberty Media (which would
mainly represent Liberty Interactive post-transaction).

The proposed split-off will be effected by the redemption of all
the outstanding shares of Liberty Capital and Liberty Starz
tracking stocks in exchange for shares in Newco.  Newco will hold
substantially all the assets and be subject to substantially all
the liabilities attributed to the Liberty Capital and Liberty
Starz tracking stock groups.  The split-off must satisfy various
conditions, including the receipt of IRS private letter ruling,
the opinion of tax counsel, and required government approvals.

Liberty Media's senior unsecured debt is currently rated 'BB-' (at
the same level as the current corporate credit rating on the
company) with a recovery rating of '4', indicating S&P's
expectation of average (30% to 50%) recovery for debtholders in
the event of a payment default.

"The company's equity portfolio provided significant support to
the issue-level and recovery ratings," noted Standard & Poor's
credit analyst Andy Liu.  "Under the proposed split-off plan, the
support provided by the equity portfolio to the unsecured debt
will be meaningfully different from the existing profile, and S&P
will need to reevaluate the issue-level and recovery ratings on
the unsecured debt going to Newco and the debt remaining with
Liberty Media."

Specifically, under the proposed plan, Newco will have
$1.1 billion of unsecured debt and most of the equity portfolio
(which will more than cover the obligations), potentially
resulting in a positive revision of the '4' recovery rating on
this unsecured debt.  On the other hand, the remaining unsecured
debt under Liberty Media will be disadvantaged due to the loss of
assets.

Pro forma for the split-off, Liberty Media's total debt to EBITDA
is somewhat high, at 4.5x, and the company is retaining a strong
operating asset in QVC, which generates most of the existing
discretionary cash flow.  While Liberty Media will have meaningful
debt maturities (mainly at QVC) over the intermediate term through
2013, QVC's significant discretionary cash flow should, in S&P's
view, be sufficient to meet those needs.

In resolving the CreditWatch listing, S&P will discuss with
management its business and financial strategies for Liberty Media
and Newco.


LINCOLNSHIRE CAMPUS: Asks Court to Examine Wells Fargo Bank
-----------------------------------------------------------
Lincolnshire Campus, LLC, et al., have asked the U.S. Bankruptcy
Court for the Northern District of Texas to examine Wells Fargo
Bank National Association, the indenture trustee for certain
$178,745,000 Illinois Finance Authority Revenue Bonds Series 2007A
and Series 2007B.

The Debtors claim that the Bond Trustee precipitated the Debtors'
bankruptcy cases by violating an agreement to negotiate in good
faith and implied 90-day forbearance by "sweeping" certain of the
Debtors' bank accounts in an effort to collect payments allegedly
owed to the Bond Trustee by the Debtors.  The Debtors seek
production of documents by the Bond Trustee in connection with
transactions with the Debtors.  The Debtors also seek documents
containing information that may impact a potential sale of the
Debtors' property.  "It is critical that this examination occur
now because the conduct of the Bond Trustee caused the Debtors to
file these Chapter 11 cases, based on actions taken by the Bond
Trustee to the detriment of the Debtors and their creditors," the
Debtors said.

The Debtors seek to examine the financial affairs of the Bond
Trustee as they relate to these cases and the administration of
the Debtors' estates.

The Debtors believe that significant claims may exist against the
Bond Trustee and an examination is warranted in order to preserve
the property of the estates for the benefit of all creditors.
According to the Debtors, an immediate examination of the Bond
Trustee is necessary in order to enable Debtors to determine the
extent of their respective estates, specifically with regards to
operating capital, which they require to operate on a day-to-day
basis -- capital that the Debtors believe may be in the possession
of, or in danger of being impermissibly taken by, the Bond
Trustee.

The Debtors ask the Court to direct the Bond Trustee to designate
one or more officers, directors, or other representatives with
personal knowledge of the Bond Trustee's financial condition and
business activities for examination by the Debtors within 10 days
from the entry of court order and requiring the Bond Trustee to
produce the documents described in Schedule A to the Motion within
10 days from the entry of the order.

The Bond Trustee has objected to the Debtors' request for
examination, claiming that under the guise of a motion seeking
discovery under Rule 2004, the Debtors have employed a classic
"poison the well" strategy.  The Bond Trustee said that the
Debtors' motion is fundamentally flawed and should be rejected in
its entirety.  According to the Bond Trustee, there is no
"implied" forbearance between the Debtors and the Bond Trustee.

Lincolnshire Campus filed for Chapter 11 bankruptcy protection on
June 15, 2010 (Bankr. N.D. Tex. Case No. 10-34176).  Vincent P.
Slusher, Esq., at DLA Piper LLP US, assists the Company in its
restructuring effort.  The Company estimated its assets and debts
at $100,000,001 to $500,000,000.


LINETTE JONES: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Linette P. Jones
        9100 Whistling Swan Road
        Chesterfield, VA 23838

Bankruptcy Case No.: 10-34383

Chapter 11 Petition Date: June 22, 2010

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

Judge: Douglas O. Tice Jr.

Debtor's Counsel: Shreen N. Mahmoud, Esq.
                  Harry Jernigan CPA Attorney, P.C.
                  258 N. Witchduck Road, Suite C
                  Virginia Beach, VA 23462
                  Tel: (757) 490-2200
                  E-mail: sm@hjlaw.com

Scheduled Assets: $348,639

Scheduled Debts: $1,369,463

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/vaeb10-34383.pdf

The petition was signed by Linette P. Jones.


MAGIC BRANDS: Luby Inc. Expects to Close Purchase by July 26
------------------------------------------------------------
Luby's, Inc., disclosed that the United States Bankruptcy Court
for the District of Delaware has approved the sale of
substantially all of the assets of Fuddruckers, Inc., Magic
Brands, LLC and certain of their affiliates to Luby's, Inc., for
approximately $61 million in cash. Luby's, Inc., will also assume
certain of Fuddruckers' obligations, real estate leases and
contracts and will pay an additional $2.45 million in cash if it
does not assume certain specified contracts.

"We were pleased to win the auction.  Fuddruckers will be an
excellent addition to our restaurant family.  After closing this
acquisition, we will focus on existing and newly acquired unit
level performance, establishing effective Fuddruckers franchise
community relationships, and our expansion plans for our brands,"
said Christopher J. Pappas, President and Chief Executive Officer
of Luby's, Inc.  Fuddruckers currently operates 62 Fuddruckers
locations and 3 Koo-Koo-Roo locations, and franchisees currently
operate an additional 135 Fuddruckers locations.

The transaction is expected to close on or before July 26, 2010,
subject to the satisfaction or waiver of customary closing
conditions.  Upon the closing of this transaction, Luby's, Inc.
will hold a conference call outlining the benefits of this
acquisition.

                       About Luby's, Inc.

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

                         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


MAJESTIC STAR: May Owe More Than $27 Million in Taxes & Penalties
-----------------------------------------------------------------
Andy Grimm of Post-Tribune says Gary officials and Lake County
Councilman Larry Blanchard are calling for more scrutiny on back
taxes they claim are due on property owned by Majestic Star
Casino.  Majestic Star could owe more than $27 million in taxes
and penalties on 14 parcels dating back to 2006.

                        About Majestic Star

The Majestic Star Casino, LLC -- aka Majestic Star Casino, aka
Majestic Star -- is based in Las Vegas, Nevada.  It is a wholly
owned subsidiary of Majestic Holdco, LLC, which is a wholly owned
subsidiary of Barden Development, Inc.  The Company was formed on
December 8, 1993, as an Indiana limited liability company to
provide gaming and related entertainment to the public.  The
Company commenced gaming operations in the City of Gary at
Buffington Harbor, located in Lake County, Indiana on June 7,
1996.  The Company is a multi-jurisdictional gaming company with
operations in three states -- Indiana, Mississippi and Colorado.

The Company filed for Chapter 11 bankruptcy protection on
November 23, 2009 (Bankr. D. Del. Case No. 09-14136).

The Company's affiliates -- The Majestic Star Casino II, Inc., The
Majestic Star Casino Capital Corp., Majestic Star Casino Capital
Corp. II, Barden Mississippi Gaming, LLC, Barden Colorado Gaming,
LLC, Majestic Holdco, LLC, and Majestic Star Holdco, Inc. -- also
filed separate Chapter 11 petitions.

Kirkland & Ellis LLP is the Debtors' bankruptcy counsel.  James E.
O'Neill, Esq., Laura Davis Jones, Esq., and Timothy P. Cairns,
Esq., at Pachulski Stang Ziehl & Jones LLP are the Debtors'
Delaware counsel.  Xroads Solutions Group, LLC, is the Debtors'
financial advisor, while EPIQ Bankruptcy Solutions LLC are the
Debtors' claims and notice agent.

The Majestic Star Casino, LLC's balance sheet at June 30, 2009,
showed total assets of $406.42 million and total liabilities of
$749.55 million.  When it filed for bankruptcy, the Company listed
up to $500 million in assets and up to $1 billion in debts.


MANN INN: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Mann Inn, Inc.
        1417 Misty Moat St.
        Las Vegas, NV 89117

Bankruptcy Case No.: 10-34287

Chapter 11 Petition Date: June 22, 2010

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Stacey G. Jernigan

Debtor's Counsel: Melanie Pearce Goolsby, Esq.
                   E-mail: mgoolsby@pronskepatel.com
                  Rakhee V. Patel
                   E-mail: rpatel@pronskepatel.com
                  Pronske & Patel, P.C.
                  2200 Ross Avenue, Suite 5350
                  Dallas, TX 75201
                  Tel: (214) 658-6500
                  Fax: (214) 658-6509

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

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/txnb10-34287.pdf

The petition was signed by Jit R. Mann, company's president.


MARANI BRANDS: Posts $502,000 Net Loss for Q3 Ended March 31
------------------------------------------------------------
Marani Brands, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $501,786 on $25,685 of revenue for the
three months ended March 31, 2010, compared with a net loss of
$668,052 on $81,443 of revenue for same period ended March 31,
2009.

The Company's balance sheet at March 31, 2010, showed $1,137,841
in assets and $3,188,227 of liabilities, for a stockholders'
deficit of $2,050,386.

As reported in the Troubled Company Reporter on October 19, 2009,
Gruber & Company, LLC, in Saint Louis, Missouri, expressed
substantial doubt about the Company's ability to continue
as a going concern after auditing the Company's consolidated
financial statements for the years ended June 30, 2009, and 2008.
The auditing firm said that the Company's viability is dependent
upon its ability to obtain future financing and the success of its
future operations.

"As of March 31, 2010, the Company has an accumulated deficit of
$19,595,756.  The Company's current business plan requires
additional funding beyond its anticipated cash flows from
operations.  These and other factors raise substantial doubt about
the Company's 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?6577

                      About Marani Brands

Based in North Hollywood, Calif., Marani Brands, Inc. (OTC BB:
MRIB) primarily engages in the distribution of wine and spirit
products manufactured in Armenia.  The Company's signature product
is Marani Vodka, a premium vodka which is manufactured exclusively
for the Company in Armenia.


MARCHFIRST INC: Claim for Return of Investment Subordinated
-----------------------------------------------------------
WestLaw reports that a proof of claim sought the return of a
creditor's $100,000,000 investment in a corporate Chapter 7 debtor
and thus was one seeking damages arising from the purchase or sale
of a security of the debtor, necessitating the subordination of
the claim under the Bankruptcy Code.  The narrative in an
attachment to the proof of claim alleged that the creditor was
fraudulently induced to enter into its stock purchase agreement
with the debtor, and the creditor's companion claim sought damages
for a breach of the creditor's related alliance agreement with the
debtor.  In re marchFirst, Inc., --- B.R. ----, 2010 WL 2509906
(Bankr. N.D. Ill.).

                      About marchFirst

Based in Chicago, Illinois, marchFirst, Inc., was an Internet
professional services provider.  marchFirst and its debtor-
affiliates filed for chapter 11 protection on April 12, 2001
(Bankr. N.D. Ill. Case No. 01-24742).

On April 26, 2001, the Chapter 11 cases were converted into
Chapter 7 proceedings.  Andrew J. Maxwell, Esq., was appointed
Chapter 7 trustee to oversee the liquidation of the Debtors'
estate, and is represented by Steven S. Potts, Esq., and Kathleen
M. Mcguire, Esq., at Maxwell and Potts, LLC.


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

Eric Morath at Dow Jones Daily Bankruptcy Review reports that
busted real estate deals pushed National Football League
quarterback Mark Brunell to bankruptcy.  Mr. Brunell played for
the Jacksonville Jaguars and earned more than $50 million playing
football.

Dow Jones notes that Mr. Brunell, a three-time Pro Bowl selection,
is involved with a real estate project that is being foreclosed
upon in Jacksonville Beach and other failed investments in
Michigan.  A lawsuit filed in connection with the Florida project
sought $2.24 million from Mr. Brunell and former Jaguars teammates
Joel Smeenge and Todd Fordham.

Mr. Brunell started for the Jaguars in the late 1990s and early
2000s.  Last season, he served as a backup to Super Bowl MVP Drew
Brees of the New Orleans Saints.  The quarterback also suited up
for the Washington Redskins and the Green Bay Packers.


MARSHALL GROUP: Chapter 11 Trustee Files Second Amended Plan
------------------------------------------------------------
Conrad Myers, Chapter 11 Trustee for The Marshall Group, LLC,
filed with the U.S. Bankruptcy Court for the District of Oregon an
amended Disclosure Statement explaining the proposed Plan of
Reorganization.

The Plan was proposed by the creditors of the Debtor's estate.

The Plan contemplates that unsecured creditors that each have
claims in excess of $100 will be paid from excess cash flow from
operation of the Reorganized Debtor's business, after certain
other payments to creditors are made.  In addition, the Trustee
anticipates unsecured creditors will receive the net proceeds from
the ultimate sale of the clinics.  Although the amount payable to
creditors is very difficult to estimate, the Trustee anticipates
there being between $1 million and $1.5 million available to pay
creditors over a period of 24 to 60 months.  The trustee estimates
this will lead to a distribution of between 10% and 20% (without a
discount for the time value of money) to each unsecured creditor.

Unsecured creditors owed less than $100 may either receive (1) a
cash payment of 20% of their claim within 30 days of the effective
date of the Plan, or (2) receive a voucher for services equal to
the greater of 50% of their claim or $15.

A full-text copy of the second amended Disclosure Statement is
available for free at:

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

                   About The Marshall Group LLC

The Marshall Group LLC owns and operates two medical clinics - one
clinic in Redmond, Oregon, and a second clinic in McMinnville,
Oregon.  The Debtor owns several parcels of real property in
McMinnville, Oregon.  There is a new three-story office building,
former hotel, restaurant, and 2 empty houses on the McMinnville
Complex.  The Debtor has completed construction of the first floor
of its office building.  It has leased space on the first floor.
Construction on the second and third floors is not completed.

The company filed for Chapter 11 protection on Sept. 4, 2008
(Bankr. D. Ore. Case No. 08-34585).  Gary U. Scharff, Esq., at
Gary Underwood Scharff Law Office, in Portland, Oregon, represents
the Debtor as counsel.  In its schedules, the Debtor listed total
assets of $12,559,346, and total debts of $12,913,569.


MERRILL LYNCH: DBRS Confirms Class G Rating at 'BB'
---------------------------------------------------
DBRS has confirmed the ratings of all classes of Merrill Lynch
Financial Assets Inc., Commercial Mortgage Pass-Through
Certificates, Series 2004-Canada 12 as follows:

-- Class A-1 at AAA
-- Class A-2 at AAA
-- Class B at AAA
-- Class C at AA
-- Class D-1 at A
-- Class D-2 at A
-- Class E at BBB (high)
-- Class F at BBB (low)
-- Class G at BB (high)
-- Class H at BB
-- Class J at B (high)
-- Class K at B
-- Class L at B (low)
-- Class XP-1 at AAA
-- Class XP-2 at AAA
-- Class XC-1 at AAA
-- Class XC-2 at AAA

DBRS does not rate the CDN $7.6 million first-loss piece, Class M.
All trends are Stable.

The ratings confirmations are reflective of the continued stable
financial performance, paydown and subsequent increased credit
enhancement.  Of the original 76 loans from issuance, 44 loans
remain in the pool, all of which are current.  There are no loans
in special servicing, and five loans, representing approximately
21% of the current pool balance, are on the servicer's watchlist.
There is one loan on the DBRS HotList, Commerce Street Industrial,
because of significant vacancy issues and its upcoming loan
maturity in October 2010.  Four loans have fully defeased,
representing 9.7% of the current pool balance.  Additionally, the
transaction benefits from a WADSCR of 1.52x.

DBRS conducted an in-depth analysis of the top ten loans of the
transaction, in addition to the loans on the servicer's watchlist.
Cumulatively, these loans represent approximately 64% of the
current pool balance.  DBRS has applied cash flow stresses of 10%
to 15% across the transaction and based on the increased credit
enhancement levels across the transaction compared with the DBRS
required credit enhancement levels in our stressed scenario, DBRS
has confirmed all ratings.


MICHAEL BEAUDRY: Receives Nod for Key Settlement, To File Plan
--------------------------------------------------------------
National Jeweler says a federal judge approved a settlement
agreement between Michael Beaudry Inc. and its secured lender
First Capital, resolving all issues between the parties.

With the approved settlement, the Company will soon submit a
reorganization plan.  It targets a September 2010 emergence from
bankruptcy.  A hearing has been scheduled for Aug. 26 for approval
of the Plan.

Michael Beaudry Inc. filed for Chapter 11 bankruptcy protection in
2009.  The Company operates a jewelry designer/manufacturing
company.


MIDWAY GAMES: $1 Million Settlement With Redstone Approved
----------------------------------------------------------
Bill Rochelle at Bloomberg News reports that the bankruptcy judge
approved a settlement where the Official Committee of Unsecured
Creditors for Midway Games Inc. agreed to take $1 million to
settle remaining claims against owner Sumner Redstone and
companies he controls.  The settlement generates more cash for
distribution to creditors.

The Creditors Committee was largely unsuccessful in the lawsuit
against Mr. Redstone and his companies.  They contended that
Mr. Redstone carried out a "disastrous and ill-advised"
$90 million transaction in February 2008 that saddled Midway with
$70 million in new debt it "had no ability to satisfy."  The
bankruptcy judge in late January dismissed most of the claims.  He
permitted the committee to continue prosecuting claims aiming to
recharacterize parts of the transaction as secured lending rather
than so-called true sales.

                         Plan Confirmed

Judge Kevin Gross, in Wilmington, Delaware, confirmed the Joint
Chapter 11 Plan of Liquidation for Midway Games Inc. at a
hearing held on May 21.

Pursuant to the Plan, the Midway Liquidating Trust is being
established to complete the liquidation and distribute proceeds to
creditors.  Buchwald Capital Advisors LLC is the Liquidating
Trustee for the Trust.

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

A copy of the Plan of Liquidation is available for free at:

       http://bankrupt.com/misc/Midway_POR_Entered_052110.pdf

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

       http://bankrupt.com/misc/Midway_DS_032610.pdf

                       About Midway Games

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

The Company and nine of its affiliates filed for Chapter 11
protection on February 12, 2009 (Bankr. D. Del. Lead Case No.
09-10465).  Michael D. DeBaecke, Esq., Jason W. Staib, Esq, and

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

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

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


MOBILE MINI: Moody's Affirms 'B1' Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service affirmed the B1 Corporate Family and B2
senior unsecured ratings of Mobile Mini, Inc.  The outlook for the
ratings continues to be stable.

Moody's said that the ratings reflect Mobile Mini's strong market
position in the portable storage leasing industry in the U.S. and
the U.K., the long-term cash flow generating capacity from its
investment in long-lived mobile storage units, and its modest
near-term liquidity risks.  As constraints, the ratings also
consider Mobile Mini's high leverage, the effects of currently
challenging operating conditions on the company's earnings and
profitability, the firm's limited alternate liquidity sources, and
its concentrated exposure to the construction and retail sectors.

In recent quarters, Mobile Mini has reported lower average
utilization of its rental units, leading to revenue declines and
compressed operating margins.  Lower activity in the construction
sector, hard-hit by the economic downturn, is a primary reason for
the decline in Mobile Mini's fleet utilization, revenues and
earnings.  Mobile Mini's return on average managed assets over the
four quarters ended March 31, 2010, measured 1.24%, compared with
a range of 4.5% to 5.5% prior to the downturn.

Despite challenging operating conditions, Mobile Mini has
generated free cash flow that it has used to reduce debt.  Loans
outstanding under the firm's asset-based loan facility at
March 31, 2010, totaled $467 million, down from $605 million at
the closing of its mid-2008 merger with Mobile Storage Group.
Asset sales, operating cost reductions, and low capital
expenditures have aided the firm's free cash flow generation.  The
firm has no meaningful debt maturities until June 2013.

With respect to cost rationalization, management actions have
included sales branch consolidations, transition of other branches
into low-cost operational yards, and introduction of systems to
more efficiently manage operational logistics.  In addition,
Mobile Mini is addressing slack utilization by redeploying some
idle rental units to new locations to capture new revenue
opportunities.  Moody's believes that Mobile Mini's cost
initiatives and unit redeployment strategy should position it for
a rebound in profitability and cash flows if economic recovery
translates into higher utilization levels.

Despite reduced debt levels, Mobile Mini's debt to EBITDA leverage
remains high, measuring 6.1x for the four quarter period ended
March 31, 2010, primarily due to recent earnings weakness.
Additionally, its tangible debt to equity measured a relatively
high 7.0x (adjusted to allocate 25% of the firm's convertible
preferred securities to debt and 75% to equity).  Moody's believes
that Mobile Mini management remains committed to reducing debt to
EBITDA to a range of 3x to 3.5x within a reasonable timeframe.
However, the recession has meaningfully prolonged the time
required to reduce leverage to this range.  Nonetheless, Moody's
recognizes that Mobile Mini has a history of prudently managing
its leverage profile.

The stable rating outlook reflects Moody's expectation that Mobile
Mini's performance will be consistent with its rating, assuming
the U.S. economy continues its sluggish recovery.  Factors such as
improved inventory management discipline by potential customers
and industry-wide storage unit over-capacity are likely to
challenge Mobile Mini's efforts to restore utilization and
revenues to pre-recession levels.  However, Moody's expects the
firm will continue to generate sufficient free cash flow to cover
near-term obligations and expenses despite challenging operating
conditions.  Should Moody's conclude that utilization, revenues
and leverage will remain at weakened levels for an extended period
of time, the firm's ratings could be pressured.

In its last Mobile Mini rating action dated June 27, 2008, Moody's
downgraded Mobile Mini's Corporate Family and Senior Unsecured
ratings to B1 and B2, respectively, from Ba3 and B1, respectively.

Mobile Mini, Inc., is a Tempe, Arizona based provider of portable
storage solutions.


MONDRIAN TTL: Has Until June 30 to Access Lenders' Cash Collateral
------------------------------------------------------------------
The Hon. Randolph J. Haines of the U.S. Bankruptcy Court for the
District of Arizona authorized Mondrian TTL, L.L.C., and Grigio
TTL, L.L.C., to access cash securing obligation to their
prepetition lenders.

As reported in the Troubled Company Reporter on May 27, 2010,
Mondrian's principal secured debt is $62,675,000, collateralized
by a first priority security interest in the Apartment Building.
The lenders were KeyBank and TPG (Grigio) Note Acquisition, LLC,
as successor-in-interest to KeyBank.

The Debtors' use of the cash collateral will terminate on June 30,
unless otherwise extended by agreement of the TPG and Debtors.  In
the event that TPG and Debtors are unable to reach a consensual
agreement to extend Debtor's use of cash, TPG consents to the
Court hearing a motion for use of cash collateral upon shortened
time.

The Debtors would use the cash collateral to fund their Chapter 11
case, pay suppliers and other parties.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant the prepetition lenders
replacement liens on all property and assets of Debtors.

The Debtors will also deposit and segregate all cash, postpetition
revenue, and account proceeds in separate bank accounts maintained
and serving as a debtor-in-possession bank account, with a tenant
security deposit account continuing to be segregated from other
accounts.  The Debtors may withdraw funds from the debtor-in-
possession accounts as necessary to pay operating and essential
expenses.

                        About Mondrian TTL

Phoenix, Arizona-based Mondrian TTL, L.L.C., dba Mondrian Tempe
Town Lake, owns the leasehold interest in an apartment complex
known as Grigio Tempe Town Lakes, in Tempe, Arizona, and is
affiliated with multiple entities owned by Bruce Gray or entities
he controls.  The Company filed for Chapter 11 bankruptcy
protection on May 9, 2010 (Bankr. D. Ariz. Case No. 10-14140).
Susan M. Freeman, Esq., at Lewis and Roca, assists the Company in
its restructuring effort.  The Company estimated its assets and
debts at $50,000,001 to $100,000,000.


MONDRIAN TTL: U.S. Trustee Unable to Form Creditors Committee
-------------------------------------------------------------
The Office of the U.S. Trustee for Region 14, notified the U.S.
Bankruptcy Court for the District of Arizona that it was unable to
appoint an official committee in the Chapter 11 case of Mondrian
TTL.

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

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

Phoenix, Arizona-based Mondrian TTL, L.L.C., dba Mondrian Tempe
Town Lake, owns the leasehold interest in an apartment complex
known as Grigio Tempe Town Lakes, in Tempe, Arizona, and is
affiliated with multiple entities owned by Bruce Gray or entities
he controls.  The Company filed for Chapter 11 bankruptcy
protection on May 9, 2010 (Bankr. D. Ariz. Case No. 10-14140).
Susan M. Freeman, Esq., at Lewis and Roca, assists the Company in
its restructuring effort.  The Company estimated its assets and
debts at $50,000,001 to $100,000,000.


MOODY NATIONAL: Files Third Amended Plan of Reorganization
----------------------------------------------------------
Moody National RI Atlanta H, LLC, filed with the U.S. Bankruptcy
Court for the Southern District of Texas a proposed Plan of
Reorganization, amended as of June 21, 2010.

The Plan leaves unimpaired all claims against and all interests in
the Debtor, and all holders of claims and interests are presumed
to accept the Plan.

As reported in the Troubled Company Reporter on March 16, 2010,
according to the Plan, the Debtor will continue to exist after the
effective date as a separate LLC entity, with all the powers of an
LLC under applicable law in the jurisdiction in which it is
incorporated or otherwise formed.

All remaining property comprising the estate (including causes of
action) will vest in the Reorganized Debtor, free and clear of all
claims, liens, charges, encumbrances, rights and interests of
creditors and equity security holders.

Under the amended Plan, treatment of claims will be:

Class 1 - RLJ Claims -- on or before 30 days after the Bankruptcy
          Court's determination of the RLJ Cure Amount, or on
          other date determined by the Bankruptcy Court, the
          Debtor will pay or cause to be paid the RLJ Cure Amount.
          The amount necessary for the Debtor to cure its default
          under the loan, reinstate the RLJ Claims.

Class 2 - Unsecured Claims will receive, in full, payment of its
          claim in full in cash on the effective date.

Class 3 - Equity Interests will be left unaltered.

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

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

                      About Moody National RI

Houston, Texas-based Moody National RI Atlanta H, LLC, filed for
Chapter 11 bankruptcy protection on January 29, 2010 (Bankr. S.D.
Tex. Case No. 10-30752).  Henry J. Kaim, Esq., at King & Spalding
LLP, assist 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 in its petition.


MICHAELS STORES: Bank Debt Trades at 7% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Michaels Stores,
Inc., is a borrower traded in the secondary market at 93.20 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 1.04
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 Oct. 31, 2013, and carries
Moody's B2 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.

Headquartered in Irving, Texas, Michaels Stores, Inc., is the
largest arts and crafts specialty retailer in North America.  As
of March 9, 2009, the Company operated 1,105 "Michaels" retail
stores in the United States and Canada and 161 Aaron Brothers
Stores.

Michaels Stores, Inc., reported net income of $13 million for the
first quarter of fiscal 2010, a $9 million improvement from net
income of $4 million in the first quarter of fiscal 2009.  Total
sales for the quarter ended May 1, 2010, were $901 million, a 5.7%
increase from fiscal 2009 first quarter sales of $852 million.
Same-store sales for the comparable 13-week period increased 4.9%
of which 160 basis points were related to the positive impact of
foreign exchange rates.  First quarter operating income increased
$41 million to $105 million from $64 million in fiscal 2009.

At May 1, 2010, the Company had total assets of $1.56 billion
against total liabilities of $4.32 billion, resulting in
stockholders' deficit of $2.76 billion.


MONEYGRAM INT'L: Court Approves Settlements With Plaintiffs
-----------------------------------------------------------
The Hon. David S. Doty of the United States District Court for the
District of Minnesota at which settlements in the cases captioned
In Re MoneyGram International Inc. Securities Litigation, No. 08-
833-DSD-JJG and In Re MoneyGram International, Inc. Derivative
Litigation, No. 09-cv-3208-DSD-JJG were granted final approval.

MoneyGram said on February 25, 2010, that it had entered into
memoranda of understanding to settle the Securities Class Action
and Stockholder Derivative Action, both of which arose out of
MoneyGram's subprime related losses in 2007 and 2008.  Formal
Stipulations of Settlement were executed in the Securities Class
Action and the Stockholder Derivative Action, which were
preliminarily approved by Judge Doty on March 10, 2010 and
April 1, 2010, respectively.  Under the terms of the Securities
Class Action settlement, the plaintiffs settled the claims for an
$80 million cash payment, all but $20 million of which was paid by
MoneyGram's insurers.  In addition, MoneyGram has made certain
changes to its business, corporate governance, and internal
controls in accordance with the terms of the Stockholder
Derivative Action settlement.  No MoneyGram stockholder objected
to the terms of the Securities Class Action settlement.  One
MoneyGram stockholder objected to the terms of the Stockholder
Derivative Action settlement, which objection was overruled at the
June 18, 2010 hearing.

A Final Order and Judgment approving the Securities Class Action
settlement was issued by Judge Doty on June 18, 2010, and a Final
Order and Judgment approving the Stockholder Derivative Action
settlement was issued by Judge Doty on June 21, 2010.  The orders
may be appealed within thirty days following their entry.  If no
appeal is filed, then the settlements will become effective.

                  About MoneyGram International

Minneapolis, Minnesota, MoneyGram International (NYSE:MGI) --
http://www.moneygram.com/-- offers more control and more choices
for people separated by distance or with limited bank
relationships to meet their financial needs.  MoneyGram helps
consumers to pay bills quickly and safely send money around the
world in as little as 10 minutes.  Its global network is comprised
of 190,000 agent locations in nearly 190 countries and
territories.  MoneyGram's convenient and reliable network includes
retailers, international post offices and financial institutions.

At March 31, 2010, the company's balance sheet showed $5.66
billion total assets, $5.66 billion total liabilities, and $896.0
total mezzanine equity for a 896.0 million stockholders' deficit.

                           *     *     *

According to the Troubled Company Reporter on April 27, 2010,
Moody's Investors Service affirmed the B1 corporate family rating
for MoneyGram International Inc and revised the rating outlook to
stable from negative.  The revision of the outlook to stable is
based on solid performance of the money transfer business amidst
the global recession and the stabilization of the Financial Paper
Products segment.


MOUNTAIN APARTMENT: Case Summary & 19 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Mountain Apartment, LLC
        dba Thrippence Apartments
        1611 Ashley Mill Drive
        Chattanooga, TN 37421

Bankruptcy Case No.: 10-13571

Chapter 11 Petition Date: June 23, 2010

Court: United States Bankruptcy Court
       Eastern District of Tennessee (Chattanooga)

Judge: Shelley D. Rucker

Debtor's Counsel: David J. Fulton, Esq.
                  Scarborough, Fulton & Glass
                  701 Market Street
                  Suite 1000
                  Chattanooga, TN 37402
                  Tel: (423) 648-1880
                  Fax: (423) 648-1881
                  E-mail: djf@sfglegal.com

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

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

A list of the Company's 19 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/tneb10-13571.pdf

The petition was signed by Niraj Sheth, company's president.


MOVIE GALLERY: Court OKs Sale of Video Games Assets to COKeM
------------------------------------------------------------
Movie Gallery Inc. has received the green light to sell $3 million
worth of inventory to video game distributor COKeM International
Ltd., Bankruptcy Law360 reports.  Law360 says Judge Douglas O.
Tice Jr. of the U.S. Bankruptcy Court for the Eastern District of
Virginia approved the sale Thursday, discounting Gamers Factory
Inc.'s attempt to derail the deal.

                        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.

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


MPM TECHNOLOGIES: Unit Ends Joint Venture Deal With Forbes
----------------------------------------------------------
MPM Technologies Inc. said in a regulatory filing that its
subsidiary MPM Mining Inc. had terminated its joint venture
agreement with Forbes Financial Group effective as of June 21,
2010.  The Forbes Financial Group did not meet their financial
obligations defined within the terms of the agreement.

                      About MPM Technologies

Headquartered in Parsippany, N.J., MPM Technologies Inc.
(OTC BB: MPML) -- http://www.mpmtech.com/-- operates through its
three wholly owned subsidiaries: AirPol Inc., NuPower Inc. and MPM
Mining Inc.  During the year ended Dec. 31, 2007, AirPol was the
only revenue generating entity.  AirPol operates in the air
pollution control industry.  It sells air pollution control
systems to companies in the United States and worldwide.

The company through its wholly owned subsidiary NuPower is engaged
in the development and commercialization of a waste-to-energy
process known as Skygas.  These efforts are through NuPower's
participation in NuPower Partnership, in which MPM has a 58.21%
partnership interest.  NuPower Partnership owns 85% of the Skygas
Venture.  In addition to its partnership interest through NuPower
Inc., MPM also owns 15% of the Venture.

The Company's balance sheet at March 31, 2010, showed $1.2 million
in total assets and $14.9 million in total current liabilities,
for a $13.6 million total stockholders' deficit.


NATIONAL ENVELOPE: Has Buyer for Hamburg, New York Plant
--------------------------------------------------------
Bill Rochelle at Bloomberg News reports that National Envelope
Corp. intends to sell a shuttered plant in Hamburg, New York, for
$1 million to Grimsview Properties LLC.  A hearing to approve the
sale has been set for July 13.  The property, on almost six acres,
has 88,000 square feet of what NEC calls "operational space."  The
plant ceased operating one year ago.

Mr. Rochelle notes that the loan agreement, where General Electric
Capital Corp. is agent for the lenders, requires having a sale
agreement by July 2 and approval of sale procedures by July 16.

             About National Envelope Corporation

Uniondale, New York-based National Envelope Corporation --
http://www.nationalenvelope.com/-- is the largest manufacturer of
envelopes in the world with 14 manufacturing facilities and 2
distribution centers and approximately 3,500 employees in the U.S.
and Canada.  The company is an environmental leader in the paper
and envelope converting industries with certifications from the
Forest Stewardship Council (FSC), Rainforest Alliance, Sustainable
Forestry Initiative (SFI), Programme for the Endorsement of Forest
Certification (PEFC), Chlorine Free Products Association, and
Green Seal.

NEC Holdings Corp., together with affiliates, including National
Envelope Inc., filed for Chapter 11 on June 10, 2010 (Bankr. D.
Del. Lead Case No. 10-11890).  Kara Hammond Coyle, Esq., at Young
Conaway Stargatt & Taylor LLP, serves as bankruptcy counsel.
David S. Heller, Esq., at Josef S. Athanas, Esq., and Stephen R.
Tetro II, Esq., at Latham & Watkins LLP, serve as co-counsel.  The
Garden City Group is the claims and notice agent.

NEC Holdings' petition says assets and debts range from
$100,000,001 to $500,000,000.


NATIONAL ENVELOPE: Creditors Committee Appointed
------------------------------------------------
The U.S. Trustee filed a notice with the Delaware bankruptcy court
identifying the creditors appointed to the Official Committee of
Unsecured Creditors in the chapter 11 bankruptcy cases of NEC
Holdings Corp., National Envelope Corporation and over 20 of their
other affiliates, netDockets Blog reports.

According to the report, the companies, which were founded in the
early 1950s by a Polish Holocaust survivor and remain owned by the
same family, held a 21% share of the envelope market as of 2008
and produce approximately 37 billion envelopes annually.  The
report relates that the members of the Creditors' Committee are:

    * United Steelworkers
    * 29-10 Hunters Point Ave. Co. LLC
    * Multi-Plastics, Inc.
    * Henkel Corporation
    * Gadge USA, Inc.
    * Neenah Paper, Inc.
    * Team Ten LLC, d/b/a American Eagle Paper Mills

Meanwhile, the report says, the proposed counsel for the
Creditors' Committee filed a notice of appearance with the
bankruptcy court.  The Creditors' Committee is represented by
Robert J. Feinstein and Bradford J. Sandler of Pachulski Stang
Ziehl & Jones LLP, the report adds.

            About National Envelope Corporation

Uniondale, New York-based National Envelope Corporation --
http://www.nationalenvelope.com/-- is the largest manufacturer of
envelopes in the world with 14 manufacturing facilities and 2
distribution centers and approximately 3,500 employees in the U.S.
and Canada.  The company is an environmental leader in the paper
and envelope converting industries with certifications from the
Forest Stewardship Council (FSC), Rainforest Alliance, Sustainable
Forestry Initiative (SFI), Programme for the Endorsement of Forest
Certification (PEFC), Chlorine Free Products Association, and
Green Seal.

NEC Holdings Corp., together with affiliates, including National
Envelope Inc., filed for Chapter 11 on June 10, 2010 (Bankr. D.
Del. Lead Case No. 10-11890).  Kara Hammond Coyle, Esq., at Young
Conaway Stargatt & Taylor LLP, serves as bankruptcy counsel.
David S. Heller, Esq., at Josef S. Athanas, Esq., and Stephen R.
Tetro II, Esq., at Latham & Watkins LLP, serve as co-counsel.  The
Garden City Group is the claims and notice agent.

NEC Holdings' petition says assets and debts range from
$100,000,001 to $500,000,000.


NATIONAL HOME: Court OKs Sale of 1994 Toyota Spra to Bill Nystrom
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Arkansas
authorized National Home Centers, Inc., to sell and convey the
1994 Toyota Spra to Bill Nystrom for $19,000.

National Home Centers filed a voluntary petition for federal
bankruptcy reorganization on December 8, 2009.  Stock entered into
an asset purchase agreement with National Home Centers on February
26, 2010, acting as a "stalking horse" bidder for the purchase of
substantially all of the assets of National Home Centers pursuant
to Section 363 of Chapter 11 of the U.S. Bankruptcy Code.  On
April 2, 2010, the Bankruptcy court approved the sale of the
assets to Stock, and Stock completed the transaction on April 5,
2010.


NEENAH ENTERPRISES: Has Approval for $135 Million Exit Financing
----------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Neenah Enterprises
Inc. won authorization on June 23 to sign commitment agreements,
pay fees and grant indemnification to lenders providing $135
million in financing to kick in when its reorganization plan
becomes effective.  Bank of America NA will provide a $75 million
revolving credit once the plan becomes effective.  Golden Tree
Asset Management LP and MacKay Shields LLC are to be the lenders
on a $60 million term loan.

Neenah scheduled a June 24 to confirm its reorganization plan.
According to Bloomberg, the plan confirmation hearing, however,
has been pushed back to July 6, and the time for voting on the
plan was extended to July 2.

According to the Bloomberg report, the plan was negotiated with
holders of 55% of secured notes and all the subordinated notes in
advance of the Chapter 11 filing on Feb. 3.  The plan will swap
the $237.5 million in 9.5% senior secured notes for 97% of the new
stock plus a new $50 million secured loan.  Tontine Capital
Partners LP, the controlling shareholder and holder of the
$88.7 million in 12.5% senior subordinated notes, is to have 3% of
the new equity plus warrants to purchase 10%.

Pursuant to the disclosure statement, Bloomberg relates, senior
noteholders can expect an 80% recovery.  The dividend on the
subordinated notes is estimated at 7%.  Unsecured creditors with
$12.3 million in claims are to be paid in full as is the
$54.2 million secured working capital loan.

                     About Neenah Enterprises

Headquartered in Neenah, Wisconsin, Neenah Enterprises, Inc. --
http://www.nfco.com/-- is the indirect parent holding company of
Neenah Foundry Company. Neenah Foundry Company and its
subsidiaries manufacture and market a wide range of iron castings
and steel forgings for the heavy municipal market and selected
segments of the industrial markets.  Neenah is one of the largest
independent foundry companies in the United States, with
substantial market share in the municipal and various industrial
markets for gray and ductile iron castings and forged steel
products.

The Company filed for Chapter 11 bankruptcy protection on
February 3, 2010 (Bankr. D. Del. Case No. 10-10360).  Edmon L.
Morton, Esq., and Kenneth J. Enos, Esq., assist the Company in its
restructuring effort.  The Company had $286,611,000 in total
assets against total liabilities of $449,435,000, resulting in
stockholder's deficit of $162,824,000.

The Company's affiliates -- NFC Castings, Inc.; Neenah Foundry
Company; Cast Alloys, Inc.; Neenah Transport, Inc.; Advanced Cast
Products, Inc.; Gregg Industries, Inc.; Mercer Forge Corporation;
Deeter Foundry, Inc.; and Dalton Corporation -- filed separate
Chapter 11 petitions.


NEFF CORP: Committee, U.S. Trustee Oppose Debtor Initiatives
------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that the official
committee of unsecured creditors formed in Neff Corp.'s Chapter 11
cases is opposing final approval for a $175 million financing
package.

The Committee's objection asserts, "The proposed DIP Facility
imposes onerous terms that have less to do with providing the
Debtors with financing -- the Committee will show that (i) the
Debtors could shun DIP financing altogether and operate based on
the use of cash collateral, and (ii) despite the $175 million face
amount of the financing, less than $18 million of actual new
financing is being extended, and a substantial portion of that
will be used to pay interest and fees to the lenders -- than with
gaining immediate leverage over the chapter 11 process and
attempting to disadvantage the Committee and other parties in
interest from contesting the unconfirmable plan concocted by the
Debtors' insiders and two holders of first lien debt, Wayzata
Investment Partners and Apollo Capital Management."

The Committee also says second lien lenders are not entitled to
adequate protection because they appears to be out of the money.

The Creditors Committee, according to Bloomberg, is also opposing
an executive bonus program.  The Committee says that the bonuses
improperly lock the executives into pursuit of the plan negotiated
before bankruptcy.

Bloomberg continues that the U.S. Trustee is opposing the proposed
terms for hiring financial advisers.  The U.S. Trustee says the
professionals wouldn't even have liability for gross negligence or
willful misconduct.  In addition, they aren't required to exercise
so-called fiduciary duties and may subcontract work without court
approval.

Neff Corp. has submitted a plan negotiated with lenders
prepetition.  It will present the disclosure statement for
approval of July 12.

Unsecured creditors are expected to recover only 1% under the
Plan.  Holders of allowed revolving credit facility claims will be
paid in full in cash on account of their Claims and the Debtors'
first lien term loan lenders will receive a full recovery under
the Plan in the form of cash or New Common Units in the Purchaser
(at their election).

The Chapter 11 restructuring will be effectuated through various
transactions, including, among other things, consummating a sale
of substantially all of the Debtors' assets.  Additionally, the
Debtors will also effectuate the rights offering under the plan
for up to $119 million in new common units of the purchaser to the
holders of first lien and second lien claims.

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

          http://bankrupt.com/misc/NEFF_CORP_plan.pdf
          http://bankrupt.com/misc/NEFF_CORP_ds.pdf

                         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.


NEIMAN MARCUS: Bank Debt Trades at 6% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Neiman Marcus
Group, Inc., is a borrower traded in the secondary market at 93.79
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 1.18
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 April 6, 2013, and carries
Moody's B2 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.

Neiman Marcus Group, Inc., headquartered in Dallas, Texas,
operates 40 Neiman Marcus stores, 2 Bergdorf Goodman stores, 27
clearance centers, and a direct business.  Total revenues are
about $3.9 billion.  The Company carries a 'Caa1' Corporate Family
Rating and 'Caa1' Probability of Default Rating from Moody's
Investors Service.


NEWLOOK INDUSTRIES: Provides Bi-Weekly Default Status Report
------------------------------------------------------------
Newlook Industries Corp. provides its initial bi-weekly Default
Status Report in accordance with National Policy 12-203.

Newlook has engaged its auditors, Deloitte & Touche LLP, who are
presently conducting their field work in relation to the audit of
the Company's financial statements for the year ended December 31,
2009.

In a press release dated April 28, 2010, Newlook announced that it
would not be able to file its audited financial statements and
management discussion and analysis for the year ended December 31,
2009 on or before the prescribed deadline of April 30, 2010.

As requested by Newlook in an application submitted under NP 12-
203, the Ontario Securities Commission issued a temporary
management cease trade order rather than a general cease trade
order in respect of the late filings, as announced on May 6, 2010.
On May 18, 2010, the OSC replaced the temporary MCTO by issuance
of a permanent MCTO to the Company's Chief Executive Officer and
Chief Financial Officer, thereby prohibiting them from trading in
the securities of the Company until two business days following
the submission of the late filings.

Due to the delay in filing its annual financial statements and
MD&A, Newlook was not able to file, by the prescribed deadline of
May 30, 2010, its interim financial statements for the three month
period ended March 31, 2010, and associated MD&A.  Newlook
anticipates that these interim filings will be made shortly after
the annual filings are submitted.

Pursuant to NP 12-203, Newlook confirms that except as described
herein and in its initial default announcement: (i) there are no
additional material changes to the information contained in the
original default announcement; (ii) there has been no failure by
the Company in fulfilling its stated intention with respect to
satisfying the provisions of the alternative information
guidelines; (iii) there is no actual or anticipated specified
default subsequent to the default which is the subject of the
default announcement; and (iv) there is no other material
information concerning the affairs of the Company that has not
been generally disclosed.

As contemplated by NP 12-203, Newlook shall continue to issue bi-
weekly default status reports in order to keep the market
continuously informed of any developments during the period of
default.

                    About Newlook Industries

Newlook Industries Corp., headquartered in King City, Ontario is a
publicly traded company listed on the TSX Venture Exchange.


NEWPORT TELEVISION: S&P Raises Corporate Credit Rating to 'B-'
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Kansas City, Mo.-based TV broadcaster Newport Television
Holdings LLC and its operating subsidiary, Newport Television LLC,
to 'B-' from 'CCC'.  The rating outlook is stable.

In conjunction with this action, S&P also raised its issue-level
ratings on Newport's debt by two notches.  Recovery ratings on the
company's debt issues remain unchanged.

"The ratings upgrade reflects the beginning of a turnaround in
Newport's revenue and EBITDA as TV ad demand improves, the
settlement of litigation filed by a holder of the company's bank
debt, and S&P's view that the company will be able to stay in
compliance with its financial covenants for the next 18 to 24
months," explained Standard & Poor's credit analyst Deborah
Kinzer.

Newport completed an amendment to its credit agreement in October
2009 after it received a notice of alleged default from its
administrative agent.  The amendment coincided with a reduction in
the size of the revolving credit facility.  It includes a higher
interest-rate margin, a suspension of the requirement to comply
with the preexisting consolidated secured leverage ratio covenant
through the end of 2011, and a reset of secured leverage covenant
compliance levels thereafter.  In addition, the amendment
initiated a daily minimum liquidity covenant until March 30, 2011,
and a minimum EBITDA covenant starting March 31, 2011, and at the
end of each subsequent quarter in 2011.  In February 2010, Newport
entered into a definitive agreement with a holder of its bank debt
that had filed litigation against the company disputing the
validity of the October 2009 amendment.  In the agreement, the
debtholder approved the effectiveness of the amendment, removing
the risk that a court could have ruled Newport in default.

In the first quarter of 2010, Newport's revenue rose 15% year over
year because of increases in local and national ad revenue
(particularly from auto advertisers), political ad revenue, and
retransmission revenue.  At the same time, EBITDA more than
doubled because cost-control measures reduced news and engineering
expenses, although corporate expense increased from legal and
professional fees related to the litigation.  S&P expects revenue
and EBITDA to continue to turn around for the remainder of 2010,
but to remain below the levels of 2008.  For the 12 months ended
March 31, 2010, the EBITDA margin was 19%, up from 16% for full-
year 2009, but still relatively weak in a peer comparison.

EBITDA coverage of total interest expense remained fractional at
0.6x for the 12 months ended March 31, 2010, but coverage of cash
interest was slightly better, at 1.1x, because the company has
been exercising the pay-in-kind interest option on its senior
toggle notes for the past year.  Lease-adjusted debt to reported
EBITDA was extremely high, at 14x, as of March 31, 2010, although
this was down from 16x at year-end 2009.  Discretionary cash flow
remains negative, although the rate of cash use has recently
diminished.  The strength of ad demand and, in particular,
political ad revenue for the midterm elections will be key factors
determining whether Newport can achieve positive discretionary
cash flow in 2010, given that the company is already exercising
the PIK option on its bonds.


NORTHWEST 15TH: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Northwest 15th Street Associates
        Five Tower Bridge
        Suite 750
        West Conshohocken, PA 19428

Bankruptcy Case No.: 10-15129

Chapter 11 Petition Date: June 23, 2010

Court: United States Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Judge: Magdeline D. Coleman

Debtor's Counsel: Ashely M. Chan, Esq.
                   E-mail: achan@hangley.com
                  James M. Matour, Esq.
                   E-mail: jmatour@hangley.com
                  Hangley Aronchick Segal & Pudlin
                  One Logan Square, 27th Floor
                  Philadelphia, PA 19103
                  Tel: (215) 496-7050

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

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

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by Donald W. Pulvar, company's president.


OAO LUKOIL: Subsidiary Defaults on Ethanol Contract
---------------------------------------------------
Bionol Clearfield, LLC, owner and operator of a $270 million
state-of-the-art ethanol facility in Clearfield, Pennsylvania,
disclosed that Getty Petroleum Marketing Inc., a subsidiary of OAO
Lukoil, has defaulted on its billion dollar ethanol contract with
Bionol.

Bionol and Getty entered into a five year contract in which Getty
committed to purchase substantially all of the plant's output
under a formula-based price. Just over two months into its 5 year
term, Getty breached the contract.

"A consortium of lenders, investors and the Commonwealth of
Pennsylvania have all relied on Getty and Lukoil's good faith,
integrity, and experience in pulling this contract and project
together, which has generated 65 direct jobs and significant
economic development for Commonwealth of Pennsylvania," said
Stephen J. Gatto, Chairman and Chief Executive Officer of Bionol.
"We expect Getty to honor its contractual commitments and we will
zealously enforce our rights under the contract."

"The Commonwealth believes that Getty/Lukoil's demand for
arbitration is ill-conceived and inappropriate," said Pennsylvania
Governor Edward G. Rendell.  "We believe that they would be better
served by reaching an amicable resolution to this problem, which
will pay Bionol in accordance with the Take or Pay Agreement.  If
they are unwilling to do so, I am prepared to take all the steps
that are necessary to protect the interests of the Commonwealth in
this matter."

In the meantime, the plant continues to operate, producing over
300,000 gallons of renewable fuel per day while purchasing over
100,000 bushels of corn, much of it locally grown.

                         About Lukoil

Headquartered in Moscow, Russia, OAO Lukoil (LSE: LKOD; MICEX,
RTS: LKOH) -- http://www.lukoil.com/-- explores and produces
oil & gas, petroleum products and petrochemicals, and markets
the outputs.  Most of the Company's exploration and production
activity is located in Russia, and its main resource base is in
Western Siberia.

                         *     *     *

OAO Lukoil carries Standard & Poor's BB+ long-term foreign and
local issuer credit ratings with a positive outlook.


OCEAN HARBOR: A.M. Best Upgrades Financial Strength Rating to 'B+'
------------------------------------------------------------------
A.M. Best Co. has upgraded the financial strength rating (FSR) to
B+ (Good) from B (Fair) and issuer credit ratings (ICR) to "bbb-"
from "bb+" of Ocean Harbor Insurance Group (Ocean Harbor), and its
member, Ocean Harbor Casualty Insurance Company (Ocean Harbor
Casualty).  The outlook for these ratings has been revised to
stable from positive.

Concurrently, A.M. Best has assigned an FSR of B (Fair) and ICR of
"bb" to Ocean Harbor Casualty's separately rated subsidiary, Safe
Harbor Insurance Company (Safe Harbor).  The outlook assigned to
both ratings is stable.  All companies are domiciled in
Tallahassee, FL.

The upgrading of the ratings for Ocean Harbor reflects its
adequate level of risk-adjusted capitalization, sustained
profitable operating results and surplus growth achieved over the
last five years. Strict underwriting guidelines, consistent
investment income, rate adequacy and favorable market conditions
contributed to Ocean Harbor's positive earnings.

These positive rating attributes are offset by Ocean Harbor's
elevated underwriting leverage measures driven by growth in
premium levels and associated liabilities.  Over the last five
years, growth in the company's non-standard automobile lines
occurred, retention levels were changed and homeowners' business
was added via a newly formed subsidiary.  The new product offering
brings with it some risks, as Ocean Harbor's risk-adjusted
capitalization is impacted by its exposure to catastrophes on a
gross and net basis via its Florida property subsidiary, Safe
Harbor.

The ratings of Safe Harbor are based on its geographic
concentration of risk and susceptibility to weather-related events
being a Florida property writer coupled with an elevated
underwriting expense position.  Although Safe Harbor's level of
risk-adjusted capitalization supports its assigned ratings, the
capitalization remains strained by exposure to potential
catastrophes as well as premium growth.

The negative rating attributes are offset by Safe Harbor's
favorable operating performance and resulting surplus growth since
inception, coupled with its comprehensive reinsurance program and
ongoing support derived from its majority ownership by Ocean
Harbor.


OCWEN FINANCIAL: S&P Raises Counterparty Credit Rating to 'B'
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its long-
term counterparty credit rating on OCWEN Financial Corp. to 'B'
from 'B-'.  The outlook is stable.  S&P has assigned a rating of
'B' to OCWEN's $350 million senior secured term loan offering, and
affirmed the senior unsecured debt rating, including its
convertible securities, at 'B-'.

"The upgrade is based on S&P's positive view of the ongoing
implementation of OCWEN's more-focused business strategy," said
Standard & Poor's credit analyst Kevin Cole, CFA.  In the past,
S&P had significant concerns about the seemingly constant shifts
in OCWEN's business strategy, which had often diverted company
resources and management's focus away from the company's core
servicing business.  S&P believes that OCWEN has taken positive
steps to address this concern through the divestiture of
nonservicing assets--primarily in the form of the Altisource
Solutions spin-off last year--and through successfully bidding to
acquire servicing assets, thereby fortifying its existing
servicing operation.

OCWEN has launched syndication of a $350 million term loan backing
its planned $1.3 billion acquisition of HomEq Servicing from
Barclays.  Although the debt issuance will make OCWEN's leverage
metrics less attractive, S&P still views the company's pro-forma
(12 months ended March 31, 2010) corporate debt-to-EBITDA
(excluding nonrecourse debt) and corporate debt-to-equity ratios
of approximately 1.6x and 2.7x, respectively, as adequate for the
rating.  In addition, S&P believes that the servicing asset
purchases associated with the debt offering could strengthen
OCWEN's servicing franchise.  These purchases demonstrate OCWEN's
continuing focus on core servicing operations, which outweighs the
negative implications of slightly higher leverage.

The rating on OCWEN's $350 million senior secured offering
reflects a combination of the loan's adequate collateralization
and the value of OCWEN's servicing franchise.  S&P's affirmation
of its rating of OCWEN's senior unsecured debt at one notch below
the counterparty credit rating reflects its subordination to the
new senior secured offering, given OCWEN's highly encumbered
balance sheet.

The outlook is stable.  OCWEN has a strong pipeline of servicing
contracts, substantial profit margins, and limited exposure to
credit risk.  S&P could lower the ratings if the company pursues a
more-aggressive acquisition strategy, thereby increasing leverage
(as measured by cash-flow coverage of debt and interest), or
enters into lines of business outside of its core servicing
business.  Upward ratings movement is limited by uncertainty, in
S&P's view, regarding the levels of subprime servicing rights that
will be available to replace existing assets in the longer term.


OSI RESTAURANT: Bank Debt Trades at 14% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which OSI Restaurant
Partners, Inc., is a borrower traded in the secondary market at
86.00 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 225 basis points above LIBOR to borrow
under the facility.  The bank loan matures on May 9, 2014, 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.

OSI Restaurant Partners, Inc., is the #3 operator of casual-dining
spots (behind Darden Restaurants and Brinker International), with
more than 1,400 locations in the U.S. and 20 other countries.  Its
flagship Outback Steakhouse chain boasts more than 950 locations
that serve steak, chicken, and seafood in Australian-themed
surroundings.  OSI also operates the Carrabba's Italian Grill
chain, with about 240 locations.  Other concepts include Bonefish
Grill, Fleming's Prime Steakhouse, and Cheeseburger In Paradise.
Most of the restaurants are company owned.  A group led by
chairman Chris Sullivan took the company private in 2007.


OXFORD INDUSTRIES: S&P Gives Stable Outlook, Affirms 'BB-' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on Atlanta, Ga.-based Oxford Industries Inc. to stable
from negative.  At the same time, S&P affirmed the 'BB-' corporate
credit rating on the company.

In addition, S&P affirmed the 'BB-' issue-level rating on Oxford's
senior secured notes due 2015.  The recovery rating is '3', which
indicates S&P's expectation of meaningful (50% to 70%) recovery
for debt holders in the event of payment default.

"The outlook revision to stable from negative reflects
strengthened credit measures due to some debt reduction and profit
recovery over the past year," said Standard & Poor's credit
analyst Jacqueline Hui.

"The ratings on Oxford reflect the apparel company's vulnerability
to economic cycles, fashion risk, and participation in the highly
competitive and fragmented markets, and S&P's expectation that the
company will make more branded acquisitions in the intermediate
term," added Ms. Hui.  Oxford benefits from its varied portfolio
of branded and private-label products and diverse distribution
channels.

Among Oxford's core brands are Tommy Bahama and Ben Sherman.  S&P
believes Tommy Bahama exposes the company to fashion risk but
provides the company with a faster growing lifestyle brand.  The
bulk of Tommy Bahama's sales remain tied to the leisure and travel
industries, which the economic downturn and reduced discretionary
spending in its core regions have hurt.  However, the company has
recently begun to diversify into less seasonal product offerings.
S&P believes the weak economy has also negatively affected Ben
Sherman, a U.K.-based men's lifestyle brand, which is also subject
to foreign currency fluctuation.  It is S&P's opinion that the
company's Oxford Apparel and Lanier Clothes segments are somewhat
less susceptible to fashion risk.  However, both segments have
continued to contract because of lower demand for moderate
tailored clothing and weakness in the department-store retail
channel.  The company has exited underperforming business lines
and continues to rationalize these two segments.

The outlook is stable.  S&P expects the company will be able to
maintain credit metrics reflective of the current rating category
in the near term given the company's lower cost structure.  S&P
could consider a downgrade if the U.S. and U.K. economy weaken and
weaken the company's operating performance causing leverage to
increase above 4x.  S&P estimates EBITDA would need to decline 26%
(assuming debt levels do not materially change from current
levels) for leverage to rise to 4x.  Alternatively, S&P could
consider an upgrade, if sales growth and increased margins are
sustained, and leverage decreases to below 2.5x, which S&P
estimates could occur if EBITDA increases 22% (assuming debt
levels do not materially change from current levels).


PACIFIC LIFESTYLE: Can Use DIP Loan Until September 30
------------------------------------------------------
The Honorable Paul B. Snyder of the U.S. Bankruptcy Court for the
Western District of Washington approved a stipulation among
Pacific Lifestyle Homes, Inc., Kevin and Nicki Wann, lender, and
the Official Committee of Unsecured Creditors, extending the DIP
loan maturity date until September 30, 2010.

The Debtor would use the money to pay, among other things,
property taxes, utility costs, maintenance costs and general
overhead with respect to the property.

On December 9, 2008, the Court authorized the Debtor to obtain
postpetition financing and granting liens, security interests and
super-priority administrative expense status to the DIP lender.
Pursuant to the terms of the DIP financing order, the lender
extended a $1,700,000 loan to the Debtor.

In March 2010, the Court approved a stipulation among the Debtor,
the lender and the creditors committee extending the DIP loan
maturity date until June 30, 2010.

Based in Vancouver, Washington, Pacific Lifestyle Homes, Inc. is a
homebuilder throughout Southwest Washington and Northern Oregon.
The company filed for Chapter 11 relief on Oct. 16, 2008 (Bankr.
W.D. Wash. 08-45328).  Brian A. Jennings, Esq., at Perkins Coie
LLP, in Seattle; Jeanette L. Thomas, Esq., and Steven M. Hedberg,
Esq., at Perkins Coie LLP, in Portland, Oregon, represent the
Debtor in the Chapter 11 case.  John R. Knapp, Jr., Esq., at
Cairnross & Hempelmann PS, represent the official committee of
unsecured creditors.  When the Debtor filed for protection from
its creditors, it listed between $50 million and $100 million each
in assets and debts.


PANAMSAT CORP: Bank Debt Trades at 6% Off in Secondary Market
-------------------------------------------------------------
Participations in three syndicated loans under which PanAmSat
Corporation is a borrower traded in the secondary market at 93.73
cents-on-the-dollar (per loan) 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 0.71 percentage points (per loan) from the previous week, The
Journal relates.  The Company pays 250 basis points above LIBOR to
borrow under each facility, which mature simultaneously on Jan. 3,
2014.  The bank debts are not rated by Moody's and Standard &
Poor's.  The debts are among the biggest gainers and losers of 184
widely quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

Intelsat Corporation, -- http://www.intelsat.com/-- formerly
known as PanAmSat Corporation, is a global provider of video,
corporate, Internet, voice and government communications services
with a fleet of 25 satellites in-orbit.  The Company provides
transponder capacity to customers on Company-owned and operated
satellites, and deliver third-party entertainment and information
to cable television systems, television broadcasters, direct-to-
home, television operators, Internet service providers,
telecommunications companies, governments and other corporations.
It also provides satellite services and related technical support
for live transmissions for news and special events coverage.  In
addition, the Company provides satellite services to
telecommunications carriers, corporations and Internet service
providers for the provision of satellite-based communications
networks, including private corporate networks.

Intelsat Ltd.'s balance sheet showed total assets of
$12.05 billion, total debts of $12.77 billion and stockholders'
deficit of $722.3 million as of March 31, 2008.


PARISH ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Parish Enterprises, Inc.
        dba Parish Home Center
        9293 Main Street
        P.O. Box 367
        Zachary, LA 70791

Bankruptcy Case No.: 10-10939

Chapter 11 Petition Date: June 23, 2010

Court: United States Bankruptcy Court
       Middle District of Louisiana (Baton Rouge)

Debtor's Counsel: Patrick S. Garrity, Esq.
                  Steffes, Vingiello, & McKenzie, LLC
                  13702 Coursey Boulevard
                  Building 3
                  Baton Rouge, LA 70817
                  Tel: (225) 751-1751
                  Fax: (225) 751-1998
                  E-mail: pgarrity@steffeslaw.com

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

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/lamb10-10939.pdf

The petition was signed by Thomas Mautner, owner.


PARLUX FRAGRANCES: Jacqueline Marie Garcia Reports 14.7% Stake
--------------------------------------------------------------
Jacqueline Marie Garcia disclosed that she may be deemed to
beneficially own as of June 14, 2010, 2,995,527 shares or roughly
14.7% of the common stock of Parlux Fragrances, Inc.  Her JM-CO
Capital Fund, LLC, holds a 13.4% stake.

                      About Parlux Fragrances

Parlux Fragrances, Inc. (NASDAQ:PARL) -- http://www.parlux.com/--
is a manufacturer and international distributor of prestige
products.  It holds licenses for Paris Hilton, Jessica Simpson,
GUESS?, Nicole Miller, Josie Natori, Queen Latifah, Marc Ecko,
Rihanna, Kanye West, XOXO, Ocean Pacific (OP), Andy Roddick,
babyGund, and Fred Hayman Beverly Hills designer fragrances, as
well as Paris Hilton watches, cosmetics, sunglasses, handbags and
other small leather accessories.

As of Dec. 31, 2009, the Company has $112.3 million in total
assets and $17.5 million in total liabilities, resulting to
$109.4 million stockholders' equity.

                 Extension of Forbearance Period

As reported in the Troubled Company Reporter, the Company on
October 29, 2009, entered into a Second Amendment to Loan
Agreement and Amendment to Forbearance Agreement with Regions Bank
extending the forbearance period through February 15, 2010, and
calling for the Company to repay the remaining loan balance over
the course of the extension period.  The Second Amendment requires
the Company to continue to comply with certain covenants with
Regions under the Loan Agreement.

As of December 31, 2009, the Company was not in compliance with
its fixed charge coverage and funded debt to EBITDA covenants
under the Loan Agreement, as amended.  As of February 4, 2010, the
Company has $1.1 million in outstanding borrowings under the Loan
Agreement, which was scheduled for repayment on February 15, 2010.

The Company, in its third fiscal quarter report for the period
ended December 31, 2009 -- which report was filed on February 4,
2010 -- said it believes that funds from operations will be
sufficient to meet current operating and seasonal needs through
June 30, 2010.  The Company said it continues to seek replacement
financing with the objective of having a new financing arrangement
in place in anticipation of next year's major production season.


PARLUX FRAGRANCES: Pike Capital No Longer Holds Shares
------------------------------------------------------
Pike Capital Partners, LP; Pike Capital Partners (QP), LP; Pike
Capital Management LLC; and Daniel W. Pike disclosed that as of
June 14, 2010, they no longer hold shares of Parlux Fragrances,
Inc. common stock.

                      About Parlux Fragrances

Parlux Fragrances, Inc. (NASDAQ:PARL) -- http://www.parlux.com/--
is a manufacturer and international distributor of prestige
products.  It holds licenses for Paris Hilton, Jessica Simpson,
GUESS?, Nicole Miller, Josie Natori, Queen Latifah, Marc Ecko,
Rihanna, Kanye West, XOXO, Ocean Pacific (OP), Andy Roddick,
babyGund, and Fred Hayman Beverly Hills designer fragrances, as
well as Paris Hilton watches, cosmetics, sunglasses, handbags and
other small leather accessories.

As of Dec. 31, 2009, the Company has $112.3 million in total
assets and $17.5 million in total liabilities, resulting to
$109.4 million stockholders' equity.

                 Extension of Forbearance Period

As reported in the Troubled Company Reporter, the Company on
October 29, 2009, entered into a Second Amendment to Loan
Agreement and Amendment to Forbearance Agreement with Regions Bank
extending the forbearance period through February 15, 2010, and
calling for the Company to repay the remaining loan balance over
the course of the extension period.  The Second Amendment requires
the Company to continue to comply with certain covenants with
Regions under the Loan Agreement.

As of December 31, 2009, the Company was not in compliance with
its fixed charge coverage and funded debt to EBITDA covenants
under the Loan Agreement, as amended.  As of February 4, 2010, the
Company has $1.1 million in outstanding borrowings under the Loan
Agreement, which was scheduled for repayment on February 15, 2010.

The Company, in its third fiscal quarter report for the period
ended December 31, 2009 -- which report was filed on February 4,
2010 -- said it believes that funds from operations will be
sufficient to meet current operating and seasonal needs through
June 30, 2010.  The Company said it continues to seek replacement
financing with the objective of having a new financing arrangement
in place in anticipation of next year's major production season.


PCAA PARENT: Bankruptcy Court Dismisses 4 Affiliates' Cases
-----------------------------------------------------------
The Hon. Mary W. Walrath of the U.S. Bankruptcy Court for the
District of Delaware dismissed the Chapter 11 cases of PCAA
Parent, LLC's debtor-affiliates, namely:

   -- PCAA GP, LLC;

   -- PCAA LP, LLC;

   -- PCAA SP-OK, LLC; and

   -- PCA Airports, Ltd.

Essington, Pennsylvania-based PCAA Parent, LLC, runs the largest
domestic off-site airport parking business, operating 31 off-site
airport parking facilities comprising over 40,000 parking spaces
near 20 major airports across the U.S.  The Company owns or leases
its off-airport parking facilities in, among other states,
California, Arizona, Colorado, Texas, Georgia, Tennessee,
Pennsylvania, Connecticut, New York, New Jersey, and Illinois.

The Company filed for Chapter 11 bankruptcy protection on
January 28, 2010 (Bankr. D. Del. Case No. 10-10250).  John Henry
Knight, Esq.; Lee E. Kaufman, Esq.; and Mark D. Collins, Esq.; and
Zachary I. Shapiro, Esq., at Richards, Layton & Finger, P.A.,
assist the Company in its restructuring effort.  The Company
listed $50,000,001 to $100,000,000 in assets and $100,000,001 to
$500,000,000 in liabilities.  Bloomberg News says assets were on
the books for $94 million on Sept. 30, when debt totaled
$233 million.

The Company's affiliates -- PCAA Chicago, LLC; Parking Company of
America Airports, LLC; PCA Airports, Ltd.; PCAA GP, LLC; Parking
Company of America Airports Phoenix, LLC; RCL Properties, LLC;
PCAA LP, LLC; PCAA Properties, LLC; Airport Parking Management,
Inc.; PCAA SP-OK, LLC; PCAA SP, LLC; PCAA Oakland, LLC; and PCAA
Missouri, LLC -- filed separate Chapter 11 bankruptcy petitions.


PENINSULA BANK: Closed; Premier American Bank Assumes All Deposits
------------------------------------------------------------------
Peninsula Bank of Englewood, Fla., was closed on June 25, 2010, by
the Florida Division of Financial Institutions, which appointed
the Federal Deposit Insurance Corporation as receiver.  To protect
the depositors, the FDIC entered into a purchase and assumption
agreement with Premier American Bank of Miami, Fla., to assume all
of the deposits of Peninsula Bank.

The 13 branches of Peninsula Bank will reopen during normal
business hours as branches of Premier American Bank.  Depositors
of Peninsula Bank will automatically become depositors of Premier
American Bank.  Deposits will continue to be insured by the FDIC,
so there is no need for customers to change their banking
relationship in order to retain their deposit insurance coverage.
Customers of Peninsula Bank should continue to use their existing
branch until they receive notice from Premier American Bank that
it has completed systems changes to allow other Premier American
Bank branches to process their accounts as well.

As of March 31, 2010, Peninsula Bank had around $644.3 million in
total assets and $580.1 million in total deposits.  Premier
American Bank did not pay the FDIC a premium for the deposits of
Peninsula Bank.  In addition to assuming all of the deposits of
the failed bank, Premier American Bank agreed to purchase
essentially all of the assets.

The FDIC and Premier American Bank entered into a loss-share
transaction on $437.6 million of Peninsula Bank's assets.  Premier
American Bank will share in the losses on the asset pools covered
under the loss-share agreement.  The loss-share transaction is
projected to maximize returns on the assets covered by keeping
them in the private sector.  The transaction also is expected to
minimize disruptions for loan customers.  For more information on
loss share, visit:

   http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-405-1498.  Interested parties also can
visit the FDIC's Web site at:

    http://www.fdic.gov/bank/individual/failed/peninsulafl.html

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $194.8 million.  Compared to other alternatives, Premier
American Bank's acquisition was the "least costly" resolution for
the FDIC's DIF.  Peninsula Bank is the 84th FDIC-insured
institution to fail in the nation this year, and the fourteenth in
Florida.  The last FDIC-insured institution closed in the state
was Bank of Florida - Southwest, Naples, on May 28, 2010.


PERSONNA AMERICAN: May Seek Bankruptcy Next Week; UBS to Buy Biz
----------------------------------------------------------------
Tom Hals and Caroline Humer, writing for Reuters, relate that
privately-held Personna American Safety Razor Co. may file for
bankruptcy as soon as next week, with a plan to sell the company
to UBS AG, its primary lender, according to sources close to the
talks.  Reuters relates the Company has given junior lenders and
creditors until the end of the month to come up with a better
offer for the company, according to two sources with direct
knowledge of the negotiations.

According to Reuters, sources said UBS is the largest holder of
the Company's senior debt of about $250 million, which is nearly
half of the company's total debt, pegged by Standard & Poor's at
$540 million as of last fall.

According to Reuters, American Safety Razor ran into trouble early
this year after it lost a contract with Wal-Mart Stores Inc. and
sales slowed.  It first missed a debt covenant in the last quarter
of 2009 and has been negotiating with its lenders -- a group that
includes Apollo Investment Corp. -- but faces a waiver deadline of
June 29.

Reuters relates the Company has about $175 million of second-lien
debt and about a $55 million mezzanine loan.  The market value of
the senior loan, Reuters reports, is about $235 million, while the
second-lien loan is quoted at 18 cents to 24 cents on the dollar,
putting its value at about $37 million.

Reuters notes Apollo was the lender on the company's mezzanine
debt, with a par value of $57.3 million, which it said on a
conference call in late May has been written down to $6.9 million.
Apollo's assets are managed by an investment management unit of
private equity firm Apollo.  Patrick Dalton, the president of
Apollo, said during last month's call that the writedown reflects
its expected outcome for the loan.

Lion Capital, a European private equity fund, bought American
Safety Razor for $625 million in 2006 from Boston-based private
equity firm J.W. Childs Associates.  J.W. had taken the firm
private in 1999 for $173 million.

According to Reuters, another source said Lion Capital had called
in restructuring advisors late last year to advise it on
operational changes at the razor company, including a shift to
mass market shaving products such as those sold at Wal-Mart and
away from lower volume, premium industrial blades.

The Company did not return several phone calls requesting comment.
Lion Capital declined to comment.

Based in Cedar Knolls, New Jersey, Personna American Safety Razor
Co. -- http://www.personna.com/-- makes razor brands such as
Matrix3, M5Magnum, Solara and Mystique, as well as single-edged
blades used in utility knives and surgical tools.  Its shaving
razors are typically sold in drug stores such as Walgreen Co.
under the stores' own brand.  The Company was founded in 1875 in
Brooklyn.


PETROLEUM & FRANCHISE: Files for Chapter 11 in Connecticut
----------------------------------------------------------
Petroleum & Franchise Capital LLC filed a Chapter 11 petition on
June 23, 2010, in Bridgeport, Connecticut (Bankr. D. Conn. Case
No. 10-51467).

Bill Rochelle at Bloomberg News reports that Danbury, Connecticut-
based Petroleum & Franchise is a finance company that makes loans
to petroleum retailers.  The Debtor offers loans to regional and
national retailers for site development, acquisition, remodeling
and construction.

The Company said that assets and debt both range $50 million to
$100 million.  The Company owes $54 million to lender Autobahn
Funding Co.  The loan was declared in default earlier this month.


PETROLEUM & FRANCHISE: Case Summary & 19 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Petroleum & Franchise Capital, LLC
        33 Mill Plain Road
        Danbury, CT 06811

Bankruptcy Case No.: 10-51465

Chapter 11 Petition Date: June 23, 2010

Court: United States Bankruptcy Court
       District of Connecticut (Bridgeport)

Judge: Alan H.W. Shiff

Debtor's Counsel: Craig I. Lifland, Esq.
                   E-mail: clifland@zeislaw.com
                  James Berman, Esq.
                   E-mail: jberman@zeislaw.com
                  Zeisler and Zeisler
                  558 Clinton Avenue
                  P.O. Box 3186
                  Bridgeport, CT 06605
                  Tel: (203) 368-4234
                  Fax: (203) 367-9678

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

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

Debtor-affiliate that filed separate Chapter 11 petition:

                                                        Petition
  Debtor                                Case No.         Date
  ------                                --------         ----
Petroleum & Franchise Funding, LLC      10-51467       6/23/10
  Assets: $50,000,001 to $100,000,000
  Debts: $50,000,001 to $100,000,000

The petitions were signed by Kenneth Siranko, authorized officer.

Debtors' List of 19 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Stanley A. Berg                                  $450,000
24 Red Roof Drive
Port Chester, NY 10573

Day Pitney, LLP           legal services         $309,000
Attn Ronald S. Beacher
7 Times Square
New York, NY 10036-7311

Sidley Austin, LLP        services               $39,304
Attn T.J. Gordon
787 Seventh Avenue
New York, NY 10019

O'Neil Cannon Hollman     legal services         $19,772
DeJong S

Anthem Blue Cross Blue    medical insurance      $14,813
Shield

Brown & Brown of Garden   insurance              $7,039
City

Clark Hill PLC            legal services         $5,719

Meinzer & Babineaux       legal services         $2,533

Lease Team                services               $2,037

Old Gate Consulting, LLC  services               $947

The Hartford              insurance              $722

National Registered       services               $638
Agents Inc

AT&T Mobility             services               $430

W.B. Mason Co., Inc.      services               $410

AT&T                      services               $374

UPS                       services               $211

ExxonMobile               services               $184

Avaya, Inc.               services               $154

The Services Bureau       services               $60


PHIBRO ANIMAL: Moody's Assigns 'B3' Rating on $270 Mil. Notes
-------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Phibro Animal
Health Corporation's proposed $270 million senior unsecured notes
and affirmed existing ratings including the company's B2 corporate
family rating.  The ratings outlook is stable.

The B2 corporate family rating continues to reflect the company's
small size, relatively high debt leverage, concentration in the
animal health and nutrition end markets, and aggressive financial
policy.  Moody's estimates Phibro's debt leverage to remain above
4 times in fiscal 2011.  Phibro's sales are concentrated in its
animal health and nutrition business, representing approximately
86% of product sales.  Within the animal health and nutrition
segment, Medicated Feed Additives represent approximately 36% of
total sales.  Further, the B2 corporate family rating considers
industry and company specific risks including overall competitive
environment, regulatory restrictions on the use of MFAs,
governmental restrictions on manufacturing and approval of new
products, potential outbreaks of animal diseases, raw material
costs, and currency fluctuations.

The B2 rating acknowledges the company's relatively stable revenue
stream and global agricultural sector expansion.  Further, the
rating considers the company's good liquidity position as
evidenced by projected positive free cash flow generation and
ample revolver availability.

The stable outlook incorporates Moody's expectation for a modest
end market growth that translates into flat to slightly improving
credit metrics over the next year.  In addition, the stable
outlook takes into consideration projected good liquidity position
throughout the next 12 months.

The proceeds of the $270 million senior unsecured notes are
primarily being used to refinance the company's outstanding
$160 million 10% senior unsecured notes, due 2013 and $80 million
13% senior subordinated notes, due 2014.  The proposed senior
unsecured notes will be guaranteed by each of Phibro's existing
and any future domestic restricted subsidiaries on a senior
unsecured basis.  However, the notes will not be guaranteed by
foreign subsidiaries and as of March 31, 2010, the foreign
subsidiaries held 56% of the company's assets.  Subsequent to the
closing of the refinancing transaction, the company plans on
entering into a new $75 million domestic senior secured revolving
credit facility, due 2014 which will replace its existing
$75 million revolving credit facility, due in July 2011.  In
addition, after entering into the new credit facility, the company
intends to make a dividend distribution to common shareholders in
the amount of $50 million.  The primary funding source for the
dividend is cash on hand that the company received from the sale
of its wood preservatives business.

Upon closing of the refinancing transaction as proposed, Moody's
will withdraw the ratings on the $160 million senior unsecured
notes, due 2013 and $80 million senior subordinated notes, due
2014.  The rating on the proposed $270 million senior unsecured
notes is subject to the review of final documentation.

These rating actions were taken:

* Proposed $270 million senior unsecured notes, due 2018, assigned
  B3 (LGD4, 59%);

* Corporate family rating, affirmed at B2;

* Probability of default rating, affirmed at B2;

* $160 million senior unsecured notes, due 2013, affirmed at B2,
  LGD assessment changed to LGD3, 49% from LGD3, 48%;

* $80 million senior subordinated notes, due 2014, affirmed at
  Caa1, LGD assessment changed to LGD6, 91% from LGD5, 88%.

The last rating action on Phibro Animal Health Corporation was
when the senior unsecured note rating was raised to B2 from B3 and
the B2 probability of default rating was assigned on September 21,
2006.

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

Phibro Animal Health Corporation is a diversified manufacturer and
marketer of animal health and nutritional products, and
performance products.  Revenues for the trailing twelve month
period ended March 31, 2010, were approximately $586 million.


PHIBRO ANIMAL: S&P Assigns 'B' Rating on $270 Mil. Senior Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned a 'B'
issue-level rating to Ridgefield Park, N.J.-based Phibro Animal
Health Corp.'s proposed $270 million senior unsecured notes due
2018.  In addition, S&P assigned the notes a recovery rating of
'3', indicating S&P's expectation of meaningful (50%-70%) recovery
for noteholders in the event of payment default.  Proceeds from
the proposed note issuance, together with cash on hand, will be
used to refinance the company's existing $160 million senior notes
due in 2013 and the existing $80 million senior subordinated notes
due in 2014, and to pay a $50 million dividend.  Upon close of the
transaction, S&P will withdraw its 'CCC+' issue-level rating and
'6' recovery rating on the company's senior subordinated notes.

S&P's corporate credit rating on Phibro Animal Health Corp. is
'B', reflecting its low margins, established but concentrated
position in the animal feed additives industry, some revenue
concentration, its highly leveraged financial risk profile, and a
financial policy that uses existing cash on hand to pay a dividend
instead of further reducing leverage.  Despite being the third-
largest participant in the niche worldwide animal feed additives
industry, and completing the acquisition of Abic in the first
quarter of 2009 to diversify itself from its concentration in the
more commodity-like animal feed additives business, the company
remains subject to fluctuations in demand and raw materials
pricing, which is tied to volatility in commodities pricing.  As a
result, Phibro remains susceptible to commodity price fluctuations
and, although unlikely, it could have trouble passing through
higher commodity prices in the future.

S&P expects debt leverage, pro forma for the proposed note
issuance, to increase to 4.7x and note that if the company had
used cash on hand to further reduce leverage, instead of paying a
dividend, pro forma leverage would have declined to 3.9x.  S&P
also expect that the company's existing $75 million revolving
credit facility, which expires in July 2011, will be refinanced
within the next two to three months as Phibro is prohibited from
paying the proposed dividend until the revolver is renewed.
Following the proposed note issuance, the company does not have
any near-term maturities.

                           Ratings List

      Corporate Credit Rating                   B/Stable/--

                            New Rating

           $270 million sr unsecured notes due 2018  B
           Recovery Rating                           3


PHILADELPHIA NEWSPAPERS: Court Approves Exit Plan, Sale
-------------------------------------------------------
hiladelphia Newspapers LLC received bankruptcy court approval to
reorganize and sell its newspapers to a group of its lenders for
$139 million.

U.S. Bankruptcy Court Judge Stephen Raslavich approved the
reorganization plan today in Philadelphia after overruling
objections from union pension funds.  "This is not the end of the
day," Judge Raslavich said in court, according to Bloomberg News.
"There are still union contracts to be negotiated and
the sale to be consummated."

The confirmation hearing for approval of the Chapter 11 of
Philadelphia Newspapers began on June 24.

Dow Jones Newswires' Rachel Feintzeig notes the Debtors blazed a
new path to confirmation, seeking to fold the sale into the plan
of reorganization and block lenders from bidding their debt in
exchange for the assets.  "That novel approach had elicited outcry
from the company's lenders and forced the newspaper company to
field challenges in several legal forums, including an appeal that
went all the way up to the Third Circuit Court of Appeals," Ms.
Feintzeig wrote.

The group of lenders -- which includes Angelo, Gordon & Co. and
Credit Suisse -- however, bested two other bidders during the
April auction.  The losers included the publisher's bidder of
choice, a group of local investors.

Ms. Feintzeig relates that during the third day of confirmation
hearings on Monday, Fred Hodara, Esq., at Akin Gump Strauss Hauer
& Feld, an attorney for the lenders, said, "This is a new day, a
new enterprise, a new opportunity for this company," said Hodara,
an attorney with. "The funding will be fresh and new. The entire
capital structure is new."

                          Pension Dispute

Ms. Feintzeig further relates that several lawyers for the
Debtors' pension funds took to the stand on Monday, arguing that
the plan provides the pension fund claimants with less than they'd
be entitled to under a liquidation and could have "catastrophic"
effects for hundreds of retirees and other beneficiaries of the
pension funds.  The pension funds have warned that the plan will
result in a $174 million pension fund withdrawal liability.

According to Dow Jones, a witness for the Debtors, however, called
the buyer's ability to take on the assets free of the pension
liabilities "essential" to the deal and said no potential
purchaser would have agreed to assume them.  One of the company's
lawyers, Mark Thomas, Esq., at Proskauer Rose LLP, also stressed
that the company would have no chance of successfully emerging
from Chapter 11 protection if the pension funds won the dispute in
court.

Judge Raslavich agreed that the purchaser should not be required
to take on the liability.

                  New Owners Eye Pension Changes

The Troubled Company Reporter, citing Maryclaire Dale at The
Associated Press, said 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.  According to the AP report,
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.  According to the AP,
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 said 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.

                          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

Dow Jones notes the Chapter 11 plan provides a slight recovery for
some lower classes of creditors, despite the fact that the senior
secured lenders, which fall ahead in the line to be paid, are owed
$318 million, far more than their $135 million offer will cover.
Certain holders of pre-bankruptcy mezzanine debt and unsecured
creditors are slated to share in a liquidation trust containing
proceeds from avoidance actions, and the holders of mezzanine
claims will see 2.3% of equity in the new company as well.  The
lenders will be repaid with their choice of equity in the new
company or a cash distribution.

Philadelphia Newspapers' plan also contemplates a $39.3 million
bankruptcy exit loan from a group of lenders led by Bank of Utah.
The money will help pay for the costs accrued since Feb. 22, 2009,
when the Debtors filed for bankruptcy protection, and provide the
company with working capital moving forward.

The reorganized company will be known as Philadelphia Media
Network Inc. and led by publisher and Chief Executive Greg Osberg,
a former president and publisher of Newsweek, and chief operating
chief Bob Hall, who was once publisher of the Inquirer and Daily
News.  Bruce Meier, an executive with restructuring firm Alvarez &
Marsal, who had served as a consultant for Philadelphia
Newspapers, will serve as its chief financial officer.

                   About Philadelphia Newspapers

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

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

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

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


PHOENIX WORLDWIDE: Plan Outline Hearing Continued Until July 6
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida has
continued until July 6, 2010, at 2:00 p.m., the approval of a
Disclosure Statement explaining Phoenix Worldwide Industries,
Inc.' Plan of Reorganization.  The hearing will be held at the
Courtroom 1406, U.S. Courthouse, 51 SW 1st Ave., Miami, Florida.

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

According to the Disclosure Statement, the Plan provides for
secured claims to be paid in full in equal monthly installments
over a five year period with interest accruing at 5% per annum,
beginning as of the effective date of the Plan.  Claimants will
maintain their lien until this obligation is paid in full.

Under the Plan, general unsecured claims of $1,000 or less will be
paid in full on the effective date of the Plan.  These claims are
estimated to be $14,017.  General unsecured claims of $1,001 or
more will be paid in equal annual installments over ten years.
These claims are estimated to be $2,405,639.

The holders of equity security interests in the Debtor will retain
their equity interests, subject only to dilution by the proposed
equity investment sought by the Debtor.

The funds required for the initial payments to creditors upon the
effective date will come from continued commercial operations and,
if necessary, from either an exit funding facility or an equity
infusion.

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

The Debtor related that it will file an amended Disclosure
Statement and Plan on or before July 1, 2010.

The Debtor is represented by:

     BAST AMRON LLP
     SunTrust International Center
     One Southeast Third Avenue, Suite 1440
     Miami, Florida 33131
     Tel: (305) 379-7904
     Fax: (305) 379-7905
     E-mail: jbast@bastamron.com
     E-mail: dquick@bastamron.com

                About Phoenix Worldwide Industries

Miami, Florida-based Phoenix Worldwide Industries, Inc. --
http://www.phoenixworldwide.com/-- dba Phoenix Worldwide
Industries, Inc., Forensic Vehicle Division and Phoenix IVS
Division develops surveillance technologies for government and law
enforcement agencies.

The Company filed for Chapter 11 on June 29, 2009 (Bankr. S.D.
Fla. Case No. 09-23201).  Jeffrey P. Bast, Esq., at Bast Amron LLP
represents the Debtor in its restructuring efforts.  The Debtor
has assets and debts both ranging from $10 million to $50 million.


PLAYLOGIC ENTERTAINMENT: Posts $2.2 Million Net Loss in Q1 2010
---------------------------------------------------------------
Playlogic Entertainment, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $2.2 million on $2.6 million of
revenue for the three months ended March 31, 2010, compared with a
net loss of $1.8 million on $1.2 million of revenue for the same
period of 2009.

The Company's balance sheet at March 31, 2010, showed
$14.1 million in assets and $16.5 million of liabilities, for a
stockholders' deficit of $2.4 million.

As of March 31, 2010, the Company has an accumulated deficit of
approximately $82.8 million.  At March 31, 2010, and December 31,
2009, the Company had a working capital deficit of $7.6 million
and $4.4 million, respectively, resulting from recurring negative
operating cash flow which raises substantial doubts about the
Company's ability to continue as a going concern.

"For the three months ending March 31, 2010, and March 31, 2009,
we have recorded net losses of $2.2 million and $1.8 million
respectively.  Furthermore, we showed negative cash flow from
operations for these periods amounting to $0.5 million [$502,392]
and $2.2 million respectively.  Our continued existence as a going
concern is dependent upon our ability to generate sufficient cash
flows to support our ongoing operations by meeting our current
obligations as they come due and servicing our long-term debt on a
timely basis."

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

               http://researcharchives.com/t/s?6574

Playlogic Entertainment, Inc. (Nasdaq OTC: PLGC.OB)
-- http://www.playlogicgames.com/-- is an independent worldwide
publisher of digital entertainment software for consoles, PCs,
handhelds, mobile devices, and other digital media platforms.
Playlogic publishes and distributes products throughout all
available channels, both online and offline.  Playlogic is
headquartered in New York City and in Amsterdam, the Netherlands.


PURPLE COMMS: WithumSmith+Brown Raises Going Concern Doubt
----------------------------------------------------------
Purple Communications, Inc., filed on June 24, 2010, its annual
report for the year ended December 31, 2009.

WithumSmith+Brown, PC, in New Brusnwick, N.J., expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has incurred a net loss of $128.7 million, generated negative cash
flows from operations of $9.3 million, has a negative working
capital of $88.3 million and has an accumulated deficit of
$430.2 million as of December 31, 2009.  In addition, the Company
has amounts due the United States Government, which if the Company
is not able to reach satisfactory terms at the conclusion of the
Standstill Agreement, will be unable to fund.

"The Company is subject to governmental investigations by the
Federal Communications Commission, the Department of Justice and
the Securities and Exchange Commission.  On February 19, 2010, and
February 25, 2010, notices of demand for payment from the FCC of
$18,459,000 for erroneous receipt of funds from the National
Exchange Carriers Association [were received].  On March 8, 2010,
the Company, its lenders and the FCC entered into a standstill
agreement, pursuant to which, among other things, (i) the Company
has acknowledged and agreed not to challenge the FCC's claim for
$18,459,000 (ii) the FCC and the Company have agreed to negotiate
in good faith to reach a final and binding settlement concerning
the FCC's claim for reimbursement and the matters that were the
subject of the FCC's investigations.  These negotiations are
occurring during the 180-day period following the signing of the
Standstill Agreement which ends on September 4, 2010.  There can
be no assurance that the Company will achieve a Government
Settlement on satisfactory financial terms; a failure to reach a
Government Settlement on satisfactory financial terms would have a
material adverse effect on the Company's financial condition and
results of operations."

"The Company expects its liquidity and cash outlook over the next
twelve months will be adequate for it to satisfy its cash
obligations and related financial covenants, however until the
Company achieves satisfactory financial terms in a Government
Settlement, there remains uncertainty regarding the Company's
ability to continue as a going concern."

The Company reported a net loss of $128.7 million on
$109.2 million of revenue for 2009, compared with a net loss of
$15.7 million on $119.4 million of revenue for 2008.

The Company's balance sheet at December 31, 2009, showed
$58.9 million in assets, $118.8 million of liabilities, and
$39.4 million of temporary equity, for a $99.3 million
stockholders' deficit.

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

               http://researcharchives.com/t/s?6573

Rocklin, Calif.-based Purple Communications, Inc. formerly
GoAmerica, Inc. - http://www.purple.us/- is a provider of video
relay and text relay services and professional interpreting,
offering a wide array of options designed to meet the varied
communication needs of its customers.


QUANTUM CORP: Wells Fargo Discloses Equity Stake
------------------------------------------------
Wells Fargo and Company in a June 23, 2010, regulatory filing
disclosed that as of December 31, 2009, it may be deemed to
beneficially own 12,971,441 shares or roughly 6.09% of the common
stock of Quantum Corporation.

In a June 11 filing, Wells Fargo said that as of May 31, 2010, it
may be deemed to beneficially own 24,513,179 shares or roughly
11.44% of the common stock of Quantum Corporation.

                        About Quantum Corp.

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

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

                           *     *     *

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


RAFAELLA APPAREL: Inks Logistics & Distribution Service Deal
------------------------------------------------------------
Rafaella Apparel Group Inc. and its subsidiaries and IDS USA Inc.
entered into a logistics and distribution services agreement.

Upon the entering into of the Distribution Agreement, the Company
will discontinue its current warehouse, distribution and logistics
operations in New Jersey.  Instead, pursuant to the Distribution
Agreement, IDS, through its warehouse facilities in New Jersey,
will be the exclusive provider to the Company of all warehousing,
distribution and logistics services with respect to effectively
all of the Company's goods that are distributed in the Northeast.
The Distribution Agreement provides for the Company to utilize
IDS's services for a minimum volume of units to be determined with
respect to each of the Company's fiscal years during the term of
the Distribution Agreement, commencing with the 2011 fiscal year
that begins on July 1, 2010.  The term of the Distribution
Agreement is for three years, subject to termination by the
parties under certain circumstances, including but not limited to
upon a material breach, force majeure, or by either party for any
reason upon no less than 180 days prior written notice.

In connection with the entering into of the Distribution
Agreement, it is presently anticipated that approximately 70 of
the Company's current employees will be offered employment by IDS
in IDS's New Jersey warehouse facilities from which IDS will
operate the distribution and logistical services on the Company's
behalf.

                   About Rafaella Apparel Group

Rafaella Apparel Group, Inc., based in New York, NY, is a
designer, sourcer, and marketer of a full line of women's career
and casual sportswear separates under the Rafaella brand.  Net
sales for the twelve months ended December 31, 2009, were
$113 million.

                           *     *     *

According to the Troubled Company Reporter on April 6, 2010,
Standard & Poor's Ratings Services said that it affirmed its 'CC'
corporate credit rating on New York-based Rafaella Apparel Group,
Inc.  The outlook is negative.

The Company's balance sheet at March 31, 2010, showed
$82.3 million in total assets and $87.5 million in total
liabilities, for a total stockholders' deficit of $64.3 million.


RAILAMERICA INC: S&P Gives Positive Outlook, Lifts Ratings to 'BB'
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its long-term ratings
on U.S.-based short line railroad RailAmerica Inc. and revised the
outlook to positive.  S&P also raised the ratings on RailAmerica's
9.25% senior secured notes to 'BB' from 'BB-', and revised the
recovery rating to '1' from '2'.  The outlook revision reflects a
strengthening operating environment, improved capital structure
following the company's equity issuance, and debt reduction
following the proposed note redemption.

The ratings on RailAmerica reflect the company's aggressive
financial profile, capital intensity, and acquisitive growth
strategy.  The company's position as one of the largest short line
railroad companies in the U.S., with a diverse mix of customers
and end markets, and its participation in the relatively stable
North American freight railroad industry, somewhat offset these
weaknesses.  RailAmerica operates 40 railroads in 27 states and
three Canadian provinces.  Fortress Investment Group LLC acquired
RailAmerica in February 2007.  RailAmerica completed an initial
public offering in October 2009.  However, Fortress Investment
Group retains controlling interest and owns more than 55% of
outstanding shares.  The company consists of a portfolio of
individual "short line" railroads acquired over time.

Given the rebound in volumes and the stable pricing environment,
S&P expects RailAmerica's earnings, free cash flow, and liquidity
to continue to strengthen over the next few quarters.  Given the
company's acquisitive growth strategy, S&P does not expect further
debt reduction in the near term.  "S&P could raise the ratings on
the company if earnings improvement results in funds from
operations to total debt consistently around 20%," said Standard &
Poor's credit analyst Anita Ogbara "Alternatively, S&P could
revise the outlook to stable if a substantial change in financial
policy, a debt-financed acquisition, or earnings deterioration
results in FFO to total debt falling below 10% on a sustained
basis," she continued.


REALOGY CORP: Bank Debt Trades at 14% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Realogy Corp. is a
borrower traded in the secondary market at 85.75 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 1.05 percentage
points from the previous week, The Journal relates.  The Company
pays 300 basis points above LIBOR to borrow under the facility.
The bank loan matures on Sept. 30, 2013, 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.

Realogy Corp. -- http://www.realogy.com/-- a global provider of
real estate and relocation services with a diversified business
model that includes real estate franchising, brokerage, relocation
and title services.  Realogy's world-renowned brands and business
units include Better Homes and Gardens Real Estate, CENTURY 21,
Coldwell Banker, Coldwell Banker Commercial, The Corcoran Group,
ERA, Sotheby's International Realty, NRT LLC, Cartus and Title
Resource Group.  Collectively, Realogy's franchise systems have
approximately 15,000 offices and 270,000 sales associates doing
business in 92 countries around the world.

Headquartered in Parsippany, N.J., Realogy is owned by affiliates
of Apollo Management, L.P., a leading private equity and capital
markets investor.  Realogy fully supports the principles of the
Fair Housing Act.


R.H. HOOVER: Involuntary Ch. 11 Reorganization Case Dismissed
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Washington
dismissed the involuntary Chapter 11 case of R.H. Hoover, Inc.

Creditor, Charles G. Little, Jr., filed an involuntary Chapter 11
petition against R.H. Hoover, Inc., on April 20, 2010 (Bankr. E.D.
Wash. Case No. 10-02378).  Barry W. Davidson, Esq., at Davidson
Backman Medeiros PLLC, represented the petitioner.


RITE AID: Post $73.7 Million Net Loss for May 29 Quarter
--------------------------------------------------------
Rite Aid Corporation reported financial results for the first
quarter ended May 29, 2010.  The company reported revenues of
$6.4 billion, a net loss of $73.7 million or $0.09 per diluted
share and adjusted EBITDA of $249.8 million or 3.9 percent of
revenues.  Results benefited from a decrease in selling, general
and administrative (SG&A) expenses as a percent of sales,
partially offset by a decline in sales and gross margin.

The company's balance sheet for May 29, 2010, showed $8.0 billion
total assets and $9.7 billion total liabilities, for a
$1.7 billion total stockholders' deficit.

"We accomplished a lot in the first quarter.  Our team continued
to improve operational efficiency to help offset the challenging
economic and competitive environment impacting sales and margin,"
said Mary Sammons, Rite Aid Chairman and CEO.  "We increased
adjusted EBITDA as a percent of sales while at the same time
improved customer satisfaction ratings on both the front end and
in the pharmacy.  Our liquidity position remained strong, which is
critically important if the economy continues to be slow to
recover."

"During the quarter, we made excellent progress on our
initiatives.  We nationally launched our new wellness + customer
loyalty program, began immunization training that will more than
triple the number of Rite Aid pharmacists able to provide
vaccinations and introduced the first products in our revamped
private brand program into the stores," said John Standley, Rite
Aid President and Chief Operating Officer.  "We expect these sales
initiatives, along with the continued roll-out of our segmentation
strategy, to have a significant positive impact on our business
long term."

As previously announced, Standley will become Rite Aid President
and CEO following the company's annual stockholder meeting today.
Sammons will remain Chairman of the Board until the company's
annual meeting in June 2012.

                       First Quarter Summary

Revenues for the 13-week quarter were $6.4 billion versus revenues
of $6.5 billion in the prior year first quarter.  Revenues
decreased 2.1 percent as a result of store closings and a decline
in same store sales.

Same store sales for the quarter decreased 1.0 percent over the
prior year 13-week period, consisting of a 1.3 percent decrease in
the front end and a 0.9 percent decrease in the pharmacy.
Pharmacy sales included an approximate 138 basis point negative
impact from new generic introductions.  The number of
prescriptions filled in same stores decreased 1.7 percent over the
prior year period.  Prescription sales accounted for 68.3 percent
of total drugstore sales, and third party prescription revenue was
96.3 percent of pharmacy sales.

Net loss was $73.7 million or $0.09 per diluted share compared to
last year's first quarter net loss of $98.4 million or $0.11 per
diluted share.  A decrease in SG&A expense and lower charges
related to store closings contributed to the decrease in net loss.

Adjusted EBITDA was $249.8 million or 3.9 percent of revenues for
the first quarter compared to $249.2 million or 3.8 percent of
revenues for the like period last year.

In the first quarter, the company opened 2 new stores, relocated 8
stores, remodeled 1 store and closed 15 stores.  Stores in
operation at the end of the first quarter totaled 4,767.

              Rite Aid Confirms Fiscal 2011 Guidance

Rite Aid confirmed fiscal 2011 guidance, with sales expected to be
between $25.2 billion and $25.6 billion, same store sales to range
from a decrease of 1.0 percent to an increase of 1.0 percent over
fiscal 2010 and Adjusted EBITDA to be between $875 million and
$975 million.  Net loss is expected to be between $355 million and
$570 million or a loss per diluted share of $0.41 to $0.65.
Capital expenditures are expected to be approximately
$250 million.

A full-text copy of the Company's earning release is available for
free at http://ResearchArchives.com/t/s?656b

                         About Rite Aid

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

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

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


RITE AID: Registers 35,000,000 Shares Under 2010 Equity Plan
------------------------------------------------------------
Rite Aid Corporation filed with the Securities and Exchange
Commission a registration statement in accordance with the
requirements of Form S-8 under the Securities Act, to register
35,000,000 shares of its common stock, par value $1.00 per share
issuable pursuant to the 2010 Omnibus Equity Plan.

A full-text copy of the Form S-8 Registration Statement is
available at no charge at http://ResearchArchives.com/t/s?657f

                         About Rite Aid

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

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

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


RIVERHEAD PARK: to Fund Plan from the Sale of Real Property
-----------------------------------------------------------
Riverhead Park Corp. filed with the U.S. Bankruptcy Court for the
Eastern District of New York a proposed Plan of Reorganization and
an explanatory Disclosure Statement.

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

According to the Disclosure Statement, the Plan provides that the
funds for payment under the Plan will come from the sale of the
real property with the closing to take place after 14 days
subsequent to the order of confirmation becoming final and non-
appealable.  If the sale proceeds, if any, be insufficient to fund
the plan in its entirety, other funds will come from any recovery
due the Debtor arising from the litigation in federal court
against the Town of Riverhead and the other defendants.

                        Treatment of Claims

Class 2 - 54 LLC and Parlex Investors LLC, the mortgagee:  The
          Debtor will pay the lien and advanced sale costs from
          the sale proceeds or transfer of title if the mortgagee
          is the purchaser at the sale.

Class 3 - Suffolk County Treasurer: The claim of $92,187 will be
          paid in full at the time of the transfer of title to the
          property.

Class 4 - General unsecured claim of Edward Bagley may be paid
          less than 100%.

Class 5 - Unsecured Claim of the Town of Riverhead: If the Debtor
          is successful, no money will be due the Town.

Class 6 - Shareholders' interests will retain their respective
          interests upon confirmation pending completion of the
          litigation with the Town of Riverhead.  They will only
          receive payment for the interests in the event all
          creditors receive a 100% distribution.

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

                    About Riverhead Park Corp.

Riverhead, New York-based Riverhead Park Corp. operates a real
estate business.  The Company filed for Chapter 11 on Oct. 27,
2009 (Bankr. E.D.N.Y. Case No. 09-78152).  Harold M. Somer, PC
assists the Debtor in its restructuring effort.  According to the
Debtor's schedules, it has assets of $10,020,000, and total
debts of $5,995,696.


RUMJUNGLE - LAS VEGAS: Court Dismisses Chapter 11 Bankruptcy Case
-----------------------------------------------------------------
Steve Green at Las Vegas Sun says a federal judge dismissed the
Chapter 11 bankruptcy case of Rumjungle Las Vegas LLC after its
landlord Mandalay Bay argued that the Company's case was filed
improperly and in bad faith.  A representative of the landlord
related that the Company had fabricated the claim that it owed the
landlord $1.1 million in rent.

Miami, Florida-based Rumjungle - Las Vegas LLC, A Nevada Limited
Liability Company, dba Rumjungle, owns a nightclub in Las Vegas,
Nevada.  The Company filed for Chapter 11 bankruptcy protection on
March 16, 2010 (Bankr. D. Nev. Case No. 10-14228).  Nancy L. Allf,
Esq., at Law Office Of Nancy L. Allf, assists the Company in its
restructuring effort.  According to the schedules, the Company has
assets of $12,000,094, and total debts of $1,149,438.


SALON MEDIA: Recurring Loss Cue Going Concern Doubt
---------------------------------------------------
Salon Media Group, Inc., filed on June 25, 2010, its annual report
on Form 10-K for the year ended March 31, 2010.

Burr Pilger Mayer, Inc., in San Francisco, Calif., expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has suffered recurring losses and negative cash flows from
operations and has an accumulated deficit of $105.8 million at
March 31, 2010.

The Company reported a net loss of $4.9 million on $4.3 million of
revenue for the year ended March 31, 2010, compared with a net
loss of $4.7 million on $6.9 million of revenue for the year ended
March 31, 2009.

The Company's balance sheet at March 31, 2010, showed $1.6 million
in assets and $8.5 million of liabilities, for a stockholders'
deficit of $6.8 million.

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

               http://researcharchives.com/t/s?656f

Based in San Francisco, Salon Media Group Inc. (OTC: SLNM.OB) --
http://www.salon.com/-- is an online news and social networking
company and an Internet publishing pioneer.


SAND TECHNOLOGY: Posts $1.17 Million Net Loss for April 30 Quarter
------------------------------------------------------------------
SAND Technology Inc. reported a net loss for the three-month
period ended April 30, 2010.  Highlights for the current third
quarter compared to the same quarter last year include:

* Revenue of $996,654 in Q3-10 vs. Revenue of $2,371,632 in Q3-09

* Net loss of $1,175,229 in Q3-10 vs. Net profit of $300,697 in
  Q3-09

* North America revenue of $383,169 in Q3-10 vs. North America
  revenue of $622,289 in Q3-09

* Europe revenue of $583,485 in Q3-10 vs. Europe revenue of
  $1,749,343 in Q3-09

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."

Other achievements in the third quarter include:

   * In April 2010, Mike Pilcher joined SAND to be its new Chief
     Operating Officer. Before joining SAND, Mr. Pilcher was the
     European Sales Director for Corporate Solutions at LinkedIn,
     where he substantially expanded the European market and drove
     continuous revenue growth.  Prior to LinkedIn, he held
     executive positions at prominent technology companies in the
     UK and North America, including Oracle, Sybase, Marketbright
     and Tenfold.  In each of these positions he successfully
     managed significant and continuing increases in revenue,
     customer acquisition and customer satisfaction.  Mr. Pilcher
     is the author of "Prosultative Selling" and a blogger
     specializing in the use of social media in sales and
     marketing.

   * In June 2010, SAND announced that Brian Schwartz would be its
     new Vice-President of Sales. Brian Schwartz comes to SAND
     with more than 15 years of experience in the software
     industry focusing on business intelligence, analytics, CRM,
     and HR solutions.  Previously, he spent 4 years as Director
     of Sales at Globoforce, where he successfully increased
     revenue in his region by 300%.  Prior to Globoforce, Brian
     worked for enterprise software companies including Siebel,
     Epiphany, and Clarify. He holds a Bachelors degree in
     Communications from the University of Arizona.

A full-text copy of the company's earning's 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/-- provides Data Management Software and
Best Practices for storing, accessing, and analyzing large amounts
of data on-demand while lowering TCO, leveraging existing
infrastructure and improving operational performance.

SAND/DNA 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.

The Company's balance sheet as of January 31, 2010, showed
C$2,807,795 in assets and C$4,151,380 of debts, for a
stockholders' deficit of C$1,343,585.


SCHWAB INDUSTRIES: Plan of Liquidation With Committee Due July 1
----------------------------------------------------------------
The Hon. Russ Kendig of the U.S. Bankruptcy Court for the Northern
District of Ohio approved a stipulation that provides Schwab
Industries, Inc., et al., and the Official Committee of Unsecured
Creditors file a Plan of Liquidation by July 1, 2010.

The Debtors have the exclusive right to file and solicit
acceptances for the proposed Plan August 1, and October 1,
respectively.

The stipulation also includes:

   -- the Committee will commence an investigation of potential
      avoidance actions that a liquidating trustee may bring for
      the benefit of the Debtor's estate; and

   -- Parkland Group, Inc. to continue providing restructuring
      services to the Debtors.

Dover, Ohio-based Schwab Industries, Inc., produces, supplies and
distributes ready-mix concrete, concrete block, cement and related
supplies to commercial, governmental and residential contractors
throughout Northeast Ohio and Southwest Florida.

The Company filed for Chapter 11 bankruptcy protection on
February 28, 2010 (Bankr. N.D. Ohio Case No. 10-60702).  The
Company estimated its assets and liabilities at $50,000,001 to
$100,000,000.


SCIENTIFIC GAMES: S&P Assigns Ratings on $78 Mil. Senior Loan
-------------------------------------------------------------
On June 24, 2010, Standard & Poor's Ratings Services assigned
Scientific Games International Inc.'s $78 million incremental
senior secured term loan its issue-level rating of 'BBB-' (two
notches higher than the 'BB' corporate credit rating on parent
company Scientific Games Corp.).  In addition, S&P assigned this
loan a recovery rating of '1', indicating its expectation of very
high (90% to 100%) recovery in the event of a payment default.
The company plans to use proceeds for general corporate and other
working capital purposes, which may include the payment of a
portion of the upfront fees associated with the new Italian
instant ticket lottery concession and/or repayment of existing
debt.

S&P's corporate credit rating on Scientific Games Corp. is 'BB'
and the rating outlook is stable.  The rating incorporates S&P's
expectation that the company's EBITDA (excluding income from joint
ventures and after factoring in S&P's estimate of the impact of
the potential sale of the company's racing division) will be
relatively flat in 2010.  Under these performance assumptions, S&P
estimate that operating lease- and pension-adjusted total debt to
EBITDA (including the roughly $30 million that the company
receives in cash distributions from joint ventures) will track
around 5x in 2010.

                           Ratings List

                      Scientific Games Corp.

       Corporate Credit Rating                BB/Stable/--

                            New Rating

                Scientific Games International Inc.

            $78M incremental sr secd term loan     BBB-
              Recovery Rating                      1


SEARS CANADA: DBRS Confirms Issuer Rating at 'BB'
-------------------------------------------------
DBRS has confirmed Sears Canada Inc.'s (Sears Canada or the
Company) Issuer and Medium-Term Notes ratings at BB and BBB (low),
respectively.  The trends remain Stable.  The confirmation takes
into account Sears Holdings Corporation's (Sears Holdings)
purchase of approximately 18.7 million shares of Sears Canada,
raising its ownership to approximately 90% from 73%.  While this
transaction itself has no immediate credit implications, there is
an increased likelihood that it may trigger related events that
could in turn have credit implications.  Any such events will be
considered at the time at which they occur.

At this point, the largest overhang on Sears Canada's rating is
the implicit credit profile of its parent, Sears Holdings.  Were
it not for this, Sears Canada's Issuer Rating would likely be
investment grade.  This view is supported by the Company's
seasoned retailing business, cash on hand and the fact that all
outstanding debt matures this year.  Sears Canada is one of the
largest and longest-standing retailers in Canada, until recently
generating sales of approximately $6 billion annually.  It offers
a number of successful private-label brand names, including
Kenmore (appliances), Craftsman (tools) and DieHard (batteries).
These products help provide more stability during economic
downturns.  Sears Canada has also launched off-mall store formats
in addition to its traditional mall store format (i.e., department
stores).  While the recent economic downturn has pressured the
Company's profitability, Sears Canada has responded with various
cost-containment programs that have helped to limit the full
impact.  As a result, while EBITDA fell by 4.3% in 2009, the
EBITDA margin rose slightly and adjusted debt-to-EBITDAR remained
little changed at 1.7 times.

DBRS expects little change in the Company's profitability during
2010, as the economic downturn subsides. Same-store sales growth
will continue to be challenged until (i) consumer confidence
improves and (ii) the Company boosts investment in stores to drive
more traffic and improve its competitive position.  The Company is
facing intense competition from big-box retailers and wholesale
clubs that continue to expand into Sears Canada's product lines,
such as appliances.  Finally, as noted, the Company's rating
remains below investment grade due to its parent's credit profile
and its influence on Sears Canada's day-to-day decision-making,
operations, performance, capital allocation and market position.
As a result, there is the possibility that Sears Canada could
decide to issue additional special dividends or take other actions
that could materially reduce cash on hand or increase leverage.


SEQUA CORP: S&P Changes Outlook to Stable, Affirms 'B-' Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Tampa,
Fla.-based Sequa Corp. to stable from negative.  S&P also affirmed
its ratings, including the 'B-' corporate credit rating on the
company.  Sequa has about $1.7 billion of debt.

At the same time, S&P affirmed its 'B-' issue-level rating on
Sequa's senior secured debt (the same as the corporate credit
rating).  The recovery rating on the secured debt remains '3',
indicating S&P's expectation for meaningful (50% to 70%) recovery
in a payment default scenario.  S&P also affirmed its 'CCC' issue-
level rating on Sequa's unsecured debt (two notches below the
corporate credit rating).  The recovery rating on the unsecured
debt remains '6', indicating S&P's expectation for negligible (0%
to 10%) recovery in a payment default scenario.

"S&P base the outlook revision to stable on Sequa's improving
liquidity and cash generation, and its assessment that the
company's core markets have begun to stabilize following a sharp
downturn during the last recession," said Standard & Poor's credit
analyst Roman Szuper.

Sufficient liquidity and the ongoing economic recovery should
sustain Sequa's current credit quality.  S&P is unlikely to lower
the ratings on the company given the stabilizing markets and
upward-trending financial performance.  However, S&P could lower
the ratings if conditions in Sequa's markets deteriorate beyond
its expectations, resulting in reduced cash generation and
liquidity, including more limited availability under the revolver,
and a smaller covenant cushion.  Limited public financial
information on Sequa precludes us from providing more specific
guidance.  S&P could raise the ratings if improving market
conditions consistently strengthen debt to EBITDA to about 6x.


SHANANNIGANS: Files for Bankruptcy with $1.3 Million Debt
---------------------------------------------------------
The Wichita Eagle reports that Shanannigans filed for Chapter 11
bankruptcy protection with debts of more than $1.3 million.  Owner
Dean Bratt said he has two-third of its business back after losing
it due to construction along West Street.

According to the report, Mr. Bratt faces lawsuit filed by one of
his former partners in Shanannigans on South Oliver, and another
suit from Todd Duggins for alleged breach of fiduciary duty.

Shanannigans operates a bar and restaurant.


SMART ONLINE: Stockholders Elect Three Directors
------------------------------------------------
Smart Online Inc. held its Annual Meeting of Stockholders.  At the
Annual Meeting, the Company submitted the election of these
directors to a vote of its stockholders:

  * Dror Zoreff
  * Shlomo Elia
  * Amir Elbaz

The stockholders voted in favor of electing the three nominees.

Headquartered in Durham, North Carolina, Smart Online, Inc. (OTC
BB: SOLN) -- http://www.smartonline.com/-- develops and markets
software products and services targeted to small  businesses that
are delivered via a Software-as-a-Service (SaaS), or SaaS, model.
The Company also provides website consulting services, primarily
in the e-commerce retail industry products and services.

                           *     *     *

The Company's balance sheet as of March 31, 2010, showed
$1,146,666 in assets and $17,453,810 of liabilities, for a
stockholders' deficit of $16,307,144.


SMURFIT-STONE: Sees Emergence from Bankruptcy Tomorrow
------------------------------------------------------
Smurfit-Stone Container Corporation will host an investor
conference call and webcast to discuss its emergence from Chapter
11 bankruptcy.

The one-hour call and webcast will begin at 11 a.m. Eastern Time
on Thursday, July 1, one day after the Company's reorganization is
expected to become effective.  Upon emergence, Smurfit-Stone's
trading symbol on the New York Stock Exchange will be SSCC.

Interested parties can listen to the live conference call by
dialing (800) 261-3417, access code 13274863.  International
callers can participate by dialing (617) 614-3673, access code
13274863.  To access the presentation via webcast, visit Smurfit-
Stone's website at www.smurfit-stone.com.

A replay of the presentation will be available at (888) 286-8010,
access code 30311167, until July 7.  International callers may
dial (617) 801-6888, access code 30311167.  Replay of the
presentation will also be available on the Company's website.

Earlier this week the U.S. Bankruptcy Court in Wilmington,
Delaware, confirmed the Company's plan of reorganization. Similar
relief had been granted previously in Canada.

                      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)


SOUTHWEST OLSHAN: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Southwest Olshan Foundation Repair, LLC
        aka Olshan Foundation Repair Company of San Antonio
        8400 North Sam Houston Pkwy, #200
        Houston, TX 77064

Bankruptcy Case No.: 10-35149

Chapter 11 Petition Date: June 22, 2010

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Jeff Bohm

Debtor's Counsel: Craig Harwyn Cavalier, Esq.
                  3355 West Alabama
                  Ste 1160
                  Houston, TX 77098
                  Tel: (713) 621-4720
                  Fax: (713) 621-4779
                  E-mail: ccavalier@cavalierlaw.com

Scheduled Assets: $738,885

Scheduled Debts: $3,930,224

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by H.L. DeShazer, company's president.


SPANSION INC: Seeks to Recoup $90MM in Payments to Japan Unit
-------------------------------------------------------------
Peg Brickley at Dow Jones Daily Bankruptcy Review reports that an
agent for creditors of Spansion Inc. sued to recover $90 million
the Company paid its Japanese unit in the year before it filed for
bankruptcy protection in the U.S.  Spansion exited bankruptcy in
May, but action continues in the Chapter 11 case, where the U.S.
chip maker is dueling over money with Spansion Japan Ltd., its
manufacturing unit.

Dow Jones relates the two cut a new manufacturing deal in January
as they were moving to exit court protection in the U.S. and
Japan.  They are still sorting through their mutual old debts,
including the alleged preferential payment of $90 million to the
Japanese unit at a time when the parent company was in deep
financial trouble.

The report relates that for its part, the Japanese unit claims its
parent owes it more than $936 million in damages for exiting a
manufacturing contract.  The suit U.S. creditors filed Friday in
the U.S. Bankruptcy Court in Wilmington, Del., is designed as a
defense against the claim by the Japanese unit, which has been
operating under the protection of the Japanese courts since
February 2009.  Spansion Japan says it was entitled to rely on its
parent's promise to buy all of its wafer production for years to
come, at a price that meant a 6% profit margin for Spansion Japan.

Dow Jones reports Spansion and its Japanese unit settled some of
their disputes when they entered into a new manufacturing deal "to
govern their mutually beneficial business relations going
forward," court papers say.  However, the contract damages claim
from the Japanese manufacturing unit and the U.S. creditors'
counterclaim over alleged "preferential payments" totalling $90
million survived and remain to be litigated.  The Japanese unit
has already filed its claim for payment against its parent.
Spansion Japan says its parent caused more than $1.4 billion in
damage when it pulled out of the manufacturing arrangement.  The
Japanese unit reduced its claim to account for what it received
under the settlement.  The settlement meant $43 million in cash
for the Japanese unit and a credit against debts the Japanese unit
owed the U.S. parent.

                        About Spansion Inc.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc. and its affiliates filed voluntary petitions for
Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead Case No.
09-10690).  On February 9, 2009, Spansion's Japanese subsidiary,
Spansion Japan Ltd., voluntarily entered into a proceeding under
the Corporate Reorganization Law (Kaisha Kosei Ho) of Japan to
obtain protection from its creditors as part of the company's
restructuring efforts. None of Spansion's subsidiaries in
countries other than the United States and Japan are included in
the U.S. or Japan filings.  Michael S. Lurey, Esq., Gregory O.
Lunt, Esq., and Kimberly A. Posin, Esq., at Latham & Watkins LLP,
have been tapped as bankruptcy counsel.  Michael R. Lastowski,
Esq., at Duane Morris LLP, is the Delaware counsel.  Epiq
Bankruptcy Solutions LLC, is the claims agent.  As of Sept. 30,
2008, Spansion had total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.

Judge Kevin J. Carey confirmed Spansion's Plan of Reorganization
on April 16, 2010.  A group of holders of Convertible notes and
equity in Spansion presented an alternative plan, which would pay
senior noteholders in full and has funding commitment of in excess
of $425 million, but the plan was rejected.


SUN HEALTHCARE: Bank Debt Trades at 3% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Sun Healthcare
Group, Inc., is a borrower traded in the secondary market at 96.65
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 0.95
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 April 19, 2014, and carries
Moody's Ba2 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.

Sun Healthcare Group, Inc., -- http://www.sunh.com/-- provides
nursing, rehabilitative and related specialty healthcare services
principally to the senior population in the United States.  Its
core business is providing inpatient services, primarily through
183 skilled nursing centers, 14 assisted and independent living
centers and eight mental health centers.  As of Dec. 31, 2009, the
Company's centers had 23,205 licensed beds located in 25 states,
of which 22,423 were available for occupancy.  The Company's
subsidiary engages in three business segments: inpatient services,
primarily skilled nursing centers; rehabilitation therapy
services, and medical staffing services.


SUNGARD DATA: Bank Debt Trades at 4% Off in Secondary Market
------------------------------------------------------------
Participations in a syndicated loan under which SunGard Data
Systems, Inc., is a borrower traded in the secondary market at
95.66 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 0.66 percentage points from the previous week, The Journal
relates.  The Company pays 362.5 basis points above LIBOR to
borrow under the facility.  The bank loan matures on Feb. 28,
2016, 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.

SunGard Data Systems, Inc., headquartered in Wayne, Pennsylvania,
is a provider of software and IT services to the financial
services industry well as higher education institutions and the
public sector.  SunGard also provides disaster recovery/business
continuity services through its Availability Services division.

As stated by the Troubled Company Reporter on Sept. 1, 2009,
Moody's Investors Service affirmed SunGard's 'B2' corporate family
and probability of default ratings, along with its SGL-2
speculative grade liquidity rating.

Standard & Poor's Ratings Services rates (i) SunGard's corporate
rating at 'B+', and its (ii) $2.7 billion tranche B secured term
loan maturing Feb. 28, 2016, and the $580 million secured
revolving credit facility maturing May 11, 2013, at 'BB'.


SUNRISE SENIOR: Committee Approves Plan Targets for Executives
--------------------------------------------------------------
The compensation committee of the board of directors of Sunrise
Senior Living Inc. approved individual goals for its executive
officers -- Mark S. Ordan, Chief Executive Officer, Julie A.
Pangelinan, Chief Financial Officer, and Gregory Neeb, Chief
Investment Officer -- under the Company's 2010 annual incentive
plan.

On June 18, 2010, in order to recognize the extraordinary work of
the Company's executive officers during a difficult and uncertain
period and the significant progress that has been made on a number
of corporate imperatives, including asset dispositions, extensions
and restructurings of Company debt, cash management and managing
core business to budget, the compensation committee of the board
of directors also approved partial 2010 annual bonus payments to
each of the Company's executive officers of 33 1/3% of their
respective target 2010 annual bonus amounts set forth in their
employment agreements, as follows:

* Mr. Ordan -- $325,000;
* Ms. Pangelinan -- $133,333; and
* Mr. Neeb -- $133,333.

Messrs. Ordan and Neeb and Ms. Pangelinan remain eligible to
receive the balance of their 2010 annual bonuses, subject to
achievement of the individual goals under the 2010 annual
incentive plan as determined by the compensation committee.

                         Going Concern Doubt

According to the Troubled Company Reporter on March 3, 2010, Ernst
& Young LLP of McLean, Virginia, expresses substantial doubt about
Sunrise Senior Living Inc.'s ability as a going concern after
auditing the company's financial statement for the year ended
December 31, 2009.  The auditor said the Company cannot borrow
under the bank credit facility and the Company has significant
debt maturing in 2010 which it does not have the ability to repay.

The Company's balance sheet as of March 31, 2010, showed
$891.5 million, $874.9 million of liabilities, and $16.6 million
of stockholders' equity.

A full-text copy of the executive goals is available for free
at http://ResearchArchives.com/t/s?656c

                        About Sunrise Senior

McLean, Virginia-based Sunrise Senior Living --
http://www.sunriseseniorliving.com/-- employs 40,000 people.  As
of November 9, 2009, Sunrise operated 403 communities in the
United States, Canada, Germany and the United Kingdom, with a
combined unit capacity of approximately 41,500 units.  Sunrise
offers a full range of personalized senior living services,
including independent living, assisted living, care for
individuals with Alzheimer's and other forms of memory loss, as
well as nursing and rehabilitative services.  Sunrise's senior
living services are delivered by staff trained to encourage the
independence, preserve the dignity, enable freedom of choice and
protect the privacy of residents.


SWEET N SOUR: Bankr. Court Stalls Landlord's Eviction Action
------------------------------------------------------------
WestLaw reports that cause to lift the automatic stay to permit a
landlord to complete the Chapter 11 debtor's eviction from the
commercial leased premises did not exist provided that the debtor
satisfied certain conditions.  The debtor had to become current on
all postpetition rent, remain current on all future postpetition
rent payments, and immediately commence proceedings in state court
to vacate a warrant of eviction issued prepetition, consistent
with the requirements for the debtor's assumption of the lease.
In re Sweet N Sour 7th Ave. Corp., --- B.R. ----, 2010 WL 2471033
(Bankr. S.D.N.Y.).

Sweet N Sour 7th Ave Corp. sells frozen yogurt, candies and
novelties, and sought Chapter 11 protection (Bankr. S.D.N.Y Case
No. 10-12723) on May 24, 2010.  A copy of the Debtor's chapter 11
petition is available at http://bankrupt.com/misc/nysb10-12723.pdf
at no charge, disclosing $118,646 in assets and $106,551 in
liabilities.


SWIFT TRANSPORTATION: Bank Debt Trades at 7% Off
------------------------------------------------
Participations in a syndicated loan under which Swift
Transportation Co., Inc, is a borrower traded in the secondary
market at 93.13 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 0.72 percentage points from the previous week, The
Journal relates.  The Company pays 325 basis points above LIBOR to
borrow under the facility.  The bank loan matures on M arch 15,
2014, 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.

Swift Transportation Co., Inc. -- http://www.swifttrans.com/--
hauls freight such as building materials, paper products, and
retail merchandise throughout the U.S. and in Mexico.  The Company
operates a fleet of about 18,000 tractors and 48,000 trailers from
a network of about 40 terminals.  Its services include dedicated
contract carriage, in which drivers and equipment are assigned to
a customer long-term.  Besides standard dry ans, Swift's fleet
includes refrigerated, flatbed, and other specialized trailers, as
well as about 5,800 intermodal containers.


TARRAGON CORP: Three Affiliates Seek Dismissal of Own Cases
-----------------------------------------------------------
Charleston Tarragon Manager, LLC, Omni Equities Corporation and
Vista Lakes Tarragon, LLC, three of the within debtors and
debtors-in-possession, will ask the Hon. Donald H. Steckroth of
the U.S. Bankruptcy Court for the District of New Jersey to
dismiss their Chapter 11 cases.

Charleston owns a 1% managing membership interest in debtor
Fenwick Plantation Tarragon, LLC (Fenwick).  As of the Filing
Date, Charleston was a defendant in a consolidated class action
lawsuit involving allegations of negligent construction and repair
of certain units located in the condominium apartment complex
known as Twelve Oaks at Fenwick Plantation in Charleston, South
Carolina.  As of the Filing Date and as identified in Fenwick's
Schedules of Assets and Liabilities, there was one (1) unsold unit
at Twelve Oaks.  Fenwick, however, sold that unit in an ordinary
course sale transaction that closed on February 11, 2009.

Because Fenwick has sold all apartment units at Twelve Oaks and
has no remaining assets, Charleston's membership interest has no
value.  Accordingly, Charleston has no assets available to satisfy
the contingent litigation claims, if successful.

Omni is the 1% general partner of debtor, One Las Olas Ltd.  As of
the Filing Date, Omni was a defendant in multiple suits alleging
claims for misrepresenting square footage at the condominium
apartment complex known as Las Olas River House in Fort
Lauderdale, Florida.

As of the Filing Date, four penthouse units, two commercial units
and two roof units remained unsold at the Las Olas Property.
BankAtlantic and Regions Bank provided secured financing to Las
Olas to purchase and develop certain portions of the Las Olas
Property.  In light of the unprecedented decline in real estate
values and current economic climate, it was impossible for the
Debtors to predict how long it would take to sell the Penthouse
Units and the Commercial Units and what proceeds, if any, could be
realized.  The Debtors determined that there would be no benefit
to them or their estates to engage in continued costly and
protracted litigation with Regions and Bank Atlantic over the
value of those units and extent of the deficiency and/or guaranty
claims that could be asserted against the Debtors.

Las Olas entered into settlements with its secured lenders
pursuant to which, among other things, Las Olas transferred the
Penthouse Units and Commercial Units to Regions and BankAtlantic,
respectively, in satisfaction of all indebtedness.  Those
settlements were approved by the Court.  The Las Olas River
House Condominium Association asserted claims against Las Olas.
To resolve those claims, Las Olas entered into a court-approved
settlement with the Association which, among other things,
provided for the transfer of the Rooftop Units, all unassigned
parking spaces and storage lockers, and the rights to Las Olas'
web domain to the Association.  As a result of the settlements
with Regions, BankAtlantic and the Association, Las Olas has no
remaining assets.  Omni's equity interest in Las Olas has no value
and Omni has no assets available to satisfy the contingent
litigation claims, if successful.

Vista was the owner of a sold-out condominium apartment complex in
Orlando, Florida.  As of the Filing Date, Vista was a defendant in
a lawsuit alleging negligence, fraudulent misrepresentation,
violation of interstate land sales and full disclosure act and
violation of Florida's Deceptive Trade Practices Act for failure
to disclose that it apartment complex was built atop a World War I
U.S. Army bombing range and bombing testing facility. As reflected
in Vista's Schedules of Assets and Liabilities, as of the Filing
Date Vista had no assets available to satisfy those litigation
claims, if successful.

According to the movants, cause exists to dismiss the bankruptcy
cases because the Debtors have no assets to administer or funds to
distribute to creditors.

Judge Steckroth has set a hearing for July 29, 2010, at 10:00 a.m.
on Charleston's request to have the Debtors' Chapter 11 bankruptcy
cases dismissed.

Based in New York City, Tarragon Corporation (NasdaqGS:TARR) --
http://www.tarragoncorp.com/-- is a leading developer of
multifamily housing for rent and for sale.  Tarragon's operations
are concentrated in the Northeast, Florida, Texas, and Tennessee.
Tarragon and its affiliates filed for Chapter 11 protection on
January 12, 2009 (Bankr. D. N.J. Case No. 09-10555).  The Hon.
Donald H. Steckroth presides over the case.

Michael D. Sirota, Esq., Warren A. Usatine, Esq., and Felice R.
Yudkin, Esq., at Cole Schotz Meisel Forman & Leonard, P.A.
represent the Debtor as bankruptcy counsel.


TEGAL CORP: Burr Pilger Raises Going Concern Doubt
--------------------------------------------------
Tegal Corporation filed on June 14, 2010, its annual report of
Form 10-K for the year ended March 31, 2010.

Burr Pilger Mayer, Inc., in San Francisco, Calif., expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has suffered recurring losses from operations, has experienced a
significant decrease in demand for its products, and is evaluating
certain strategic alternatives which may significantly alter its
ability to recover its assets in the normal course of business
over the next twelve months.

The Company reported a net loss of $18.5 million on $12.4 million
for the year ended March 31, 2010, compared to a net loss of
$7.9 million on $13.1 million of revenue for the year ended
March 31, 2009.

The Company's balance sheet at March 31, 2010, showed
$16.3 million in assets, $4.4 million of liabilities, and
$11.9 million of stockholders' equity.

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

               http://researcharchives.com/t/s?656e

Petaluma, Calif.,-based Tegal Corporation (Nasdaq: TGAL)
-- http://www.Tegal.com/-- designs, manufactures, markets and
services specialized plasma etch systems used primarily in the
production of micro-electrical mechanical systems devices, such as
sensors and accelerometers as well as power devices.  The
Company's Deep Reactive Ion Etch systems are also employed in
certain sophisticated manufacturing techniques, such as 3-D
interconnect structures formed by intricate silicon etching, also
known as Deep Silicon Etch for so-called Through Silicon Vias.


TEXAS RANGERS: MLB Objects to Hicks Lenders' Bid for Docs
---------------------------------------------------------
Dow Jones Daily Bankruptcy Review reports that Major League
Baseball's commissioner is balking at a request from lenders to
the owner of the Texas Rangers to supply documents related to
potential rival offers for the franchise.

According to the Troubled Company Reporter on June 28, 2010, Eric
Morath at Dow Jones Daily Bankruptcy Review reported 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.


THOR INDUSTRIES: Delays April 30 10-Q; May Restate Prior Reports
----------------------------------------------------------------
Thor Industries, Inc.  warned earlier this month that it was not
able to timely file its quarterly report on Form 10-Q for the
period ended April 30, 2010, by the prescribed due date of June 9,
2010, because its independent auditor, Deloitte & Touche LLP, has
not yet completed its review of the interim financial statements
to be included in the Company's 10-Q due to its evaluation of
certain accounting positions previously taken by the Company in
its audited financial statements included in the Company's Annual
Report on Form 10-K for the fiscal year ended July 31, 2009, and
earlier reports and the unaudited financial statements included in
the Company's Quarterly Reports on Form 10-Q for the periods ended
October 31, 2009 and January 31, 2010.

Thor said Deloitte is addressing issues relating to the accounting
treatment for (a) the Company's transactions with Stephen Adams
and FreedomRoads that were consummated in January 2009, and (b)
repurchase reserves relating to agreements with lenders to the
Company's independent dealers and revenue recognition issues with
respect to transactions with its independent dealers previously
described in the Company's periodic filings.

The Company said its continues to work with Deloitte to address
these matters.  It warned that if it is required to change its
accounting for these items, there could be material adverse
changes to its results of operations and financial condition for
fiscal 2009 or earlier periods and for the first three quarters of
fiscal 2010.  The Company intends to file its 10-Q as soon as
reasonably practicable after these accounting matters have been
addressed.

On June 10, 2010, Thor announced preliminary results for the third
quarter and nine months ended April 30, 2010.  Sales for the
quarter were $680,192,000, up 64% from $415,472,000 last year.
Net income for the quarter was $34,111,000, up dramatically from
$2,102,000 last year.  E.P.S. for the quarter were 66› versus 4›
last year.

Sales for the nine months were $1,612,769,000, up 49% from
$1,080,972,000 last year.  Net income for the nine months was
$69,464,000 versus a net loss of $7,638,000 last year.  E.P.S. for
the nine months were $1.30 versus a loss of 14› last year.

Thor Industries, Inc. (NYSE:THO) is the world's largest
manufacturer of recreation vehicles and a major builder of
commercial buses & ambulances.

At January 31, 2010, the Company had total assets of $862.912
million against total current liabilities of $208.864 million and
total long-term liabilities of $63.866 million, resulting in
stockholders' equity of $590.182 million.


TIERONE BANK: Holding Company Files for Chapter 7 Protection
------------------------------------------------------------
BankruptcyData.com reports that TierOne Bank of Lincoln, Neb.,
filed for Chapter 7 protection (Bankr. D. Neb. Case No. 10-41974).
The bank holding company is represented by James A. Overcash and
Joseph H. Badami of Woods & Aitken.

As reported in the TCR on Jun 7, 2010, the Company's banking unit,
TierOne Bank of Lincoln, Neb., was closed on June 4, 2010, by the
Office of Thrift Supervision, which appointed the Federal Deposit
Insurance Corporation as receiver.  To protect the depositors, the
FDIC entered into a purchase and assumption agreement with Great
Western Bank of Sioux Falls, S.D., to assume all of the deposits
of TierOne Bank.


TIME PROPERTIES: Files for Chapter 11 Bankruptcy In Chicago
-----------------------------------------------------------
Alby Gallun at Chicago Business reports that Time Properties filed
for bankruptcy under Chapter 11 in the U.S. Bankruptcy Court in
Chicago, listing assets of between $1 million and $10 million, and
debts of between $10 million and $50 million.

Mr. Gallun relates that the Company is facing about 23 foreclosure
suits at least $23 million including a $4.5 million suit to the
company's North Tower in February 2010.

Time Properties operates a hotel.


TRIBUNE CO: Bank Debt Trades at 37% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which Tribune Co. is a
borrower traded in the secondary market at 63.08 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 2.10 percentage
points from the previous week, The Journal relates.  The Company
pays 300 basis points above LIBOR to borrow under the facility,
which matures on May 17, 2014.  Moody's has withdrawn its rating
while Standard & Poor's does not rate the bank debt.  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.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on Dec. 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.

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


TRONOX INC: Given Approval to Extend $425 Million Loan
------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Tronox Inc. received
approval from the bankruptcy judge to extend its $425 million DIP
financing until Sept. 24 from June 24.  The hearing will be held
June 24.  Although Tronox is trying to broker a consensual
reorganization plan, it's taking longer than expected, the Company
said.
U.S. Trustee Roberta DeAngelis balked at Tronox Inc.'s request to
amend its $425 million bankruptcy loan because the chemical
company failed to disclose the fees it will pay its lenders in
exchange for a longer maturity on the financing, American
Bankruptcy Institute reported.

                         About Tronox Inc.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr.
S.D.N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders have been appointed in the
cases.  The Creditors Committee has retained Paul, Weiss, Rifkind,
Wharton & Garrison LLP as counsel.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of class
B common stock.

Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


UAL CORP: Enters Into Code Share Agreement With Jet Airways
-----------------------------------------------------------
Private carrier Jet Airways would now be able to provide
connectivity to 38 US cities from India as it entered into a new
code share agreement with America's United Air Lines, Inc.

"The new code share agreement between Jet Airways and United
Airlines has opened for sale today for those travelling from June
30 to 38 destinations in the US from India and also through trans-
Atlantic and trans-Pacific routes," a Jet spokesperson said.
United is one of the largest global carriers.

The agreement would allow the travellers to fly United Airlines'
trans-Atlantic flights from London to Chicago, Los Angeles, San
Francisco, Denver and Washington and trans-Pacific flights from
Hong Kong to Chicago and San Francisco.

In turn, United's flyers would be getting seamless connectivity to
the Indian cities of Ahmedabad, Bangalore, Goa, Hyderabad and
Kolkata through Jet's hub at Mumbai, the spokesperson said.

As per the agreement, Jet would place its code (9W) on United's
trans-Atlantic flights operating between London and its five US
hub cities -- Chicago, Denver, Los Angeles, San Francisco and
Washington.  It would also cover on United's daily trans-Pacific
flights between Hong Kong and Chicago and San Francisco.

Similarly, United would be able to use its code (UA) on Jet's
daily flights between London and Mumbai as well as between Hong
Kong and Delhi and between Hong Kong and Mumbai.

Apart from this, the American carrier can use its code on Jet's
domestic flights to five major cities in India - Ahmedabad,
Bangalore, Goa, Hyderabad and Kolkata via Mumbai.

"With this partnership, Jet would offer its guests connectivity
and seamless travel from India through to Denver, Chicago, San
Francisco, Los Angeles and Washington in the US, and onwards to
almost 40 cities in North America," said Nikos Kardasis, Chief
Executive Officer of Jet Airways.

Mr. Nikos said that the partnership would help Jet Airways to
enhance its connectivity and reach in the American market.  The
Indian carrier and its low-cost subsidiary JetLite have achieved
the best On Time Performance of 88.9 and 89.9 per cent
respectively last month.

"Establishing our code share flights with Jet Airways provides
more destinations and more convenience for our customers.  We are
pleased to bring our customers closer to destinations throughout
India," said Mark Schwab, United's senior vice president of
Alliances, International and Regulatory Affairs.

                     About Jet Airways

Jet Airways currently flies to 43 domestic destinations and
through it hub at Mumbai and Delhi onto 23 international
destinations spanning North America, Africa, Europe, Asia and the
Gulf.

                    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: 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.


UNITED AIR LINES: Bank Debt Trades at 12% Off in Secondary Market
-----------------------------------------------------------------
Participations in a syndicated loan under which United Air Lines,
Inc., is a borrower traded in the secondary market at 88.02 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 0.77
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 Feb. 13, 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.

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United Air
Lines, 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 before the Committee was
dissolved when the Debtors emerged from bankruptcy.

Judge Eugene R. Wedoff confirmed the Debtors' Second Amended Plan
on Jan. 20, 2006.  The company emerged from bankruptcy protection
on Feb. 1, 2006.  (United Airlines Bankruptcy News; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)


UNIVERSAL HEALTH: S&P Downgrades Corporate Credit Rating to 'BB'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Universal Health Services Inc. to 'BB' (speculative
grade) from 'BBB-' (investment grade), and assigned an issue-level
rating of BB+ (one notch above the corporate credit rating) and
assigned a recovery rating of '2' to the company's proposed credit
facility.  At the same time, S&P is lowering the 'BBB-' rating on
Universal's existing unsecured debt to 'BB+' (one notch above the
corporate credit rating), and assigned a recovery rating of '2' to
this debt.  At the same time, S&P is removing the rating from
CreditWatch with negative implications.  The rating outlook on the
company is stable.

"S&P's rating downgrade on Universal Health Services to 'BB'
(speculative grade) from 'BBB-' (investment grade) reflects the
pending debt-financed acquisition of Psychiatric Solutions; if
completed as proposed, the transaction will have a dramatic impact
on its financial risk profile," said Standard & Poor's credit
analyst David Peknay.  Universal's historically intermediate
financial risk profile will erode because the debt-financed
transaction will result in a large increase in debt to a level
consistent with a significant financial risk profile.  The company
views the acquisition of Psychiatric Solutions as a one-time
opportunity to grow in a business that it is already very familiar
with, and solidify its position as one of the nation's largest
providers of behavioral services.

The ratings on King of Prussia, Pa.-based Universal Health
Services Inc. reflect the hospital operator's willingness to
depart from a capital structure that historically was much less
leveraged assuming the completion of the acquisition of
Psychiatric Solutions.  S&P expects lease-adjusted debt to EBITDA
to increase to about 3.8x from 1.4x and funds from operations to
lease-adjusted debt to decline from about 50% currently to about
20% at the time the acquisition, which S&P believes will close by
the end of the year.  The ratings also reflect a business risk
profile which is characterized by significant reimbursement risk,
notwithstanding an increase in the diversity of its portfolio of
facilities.  Other key rating factors include local market
competition, and a difficult economic environment that has an
adverse impact on patient volume trends and uncompensated care.


UTGR INC: Court Confirms Reorganization Plan
--------------------------------------------
A bankruptcy judge in Providence, Rhode Island at a June 23
confirmation hearing said that he will approve the reorganization
plan for UTGR Inc. at a June 23 confirmation hearing in
Providence, Rhode Island. The order formally confirming the plan
awaits the judge's signature.

UTGR's reorganization plan incorporates settlement with unsecured
creditors.  Instead of 5%, unsecured creditors will receive a 65%
recovery.  For a recovery estimated at 89%, first-lien creditors
owed $415 million will receive all the new stock plus a
$300 million secured note.  Second-lien creditors, owed
$145 million, are to receive half of sale proceeds between
$475 million and $575 million if the facility is sold within three
years.  They are to have 75% of sale proceeds above $575 million.

The Plan provided that a condition precedent to it being effective
is the passage of certain legislation by the Rhode Island General
Assembly to enhance the Debtors' financial viability, including an
extension in operating hours at Twin River to 24 hours a day, 7
days a week, and the elimination of the legislative requirement
that the Debtors must conduct live dog racing to maintain their
VLT license.

Mr. Rochelle reports that confirmation was made possible when the
state adopted legislation required to implement the
reorganization.  The new law allows UTGR to halt dog racing and
operate 24 hours a day, seven days a week.

                        About UTGR Inc.

UTGR Inc. is the operator of the Twin River racetrack-casino in
Lincoln, Rhode Island.  UTGR filed for Chapter 11 on June 23
(Bankr. D. Rhode Island Case No. 09-12418).  The Debtors selected
Jager Smith P.C. as counsel, and Winograd, Shine & Zacks P.C. as
their co-counsel.  It also hired Zolfo Cooper LLC as bankruptcy
consultants and special financial advisors.  Donlin Recano serves
as claims and notice agent.  In its bankruptcy petition, the
Company estimated assets of less than $500 million and debt
exceeding $500 million.


VAN DYKE: Files for Chapter 11 Bankruptcy Protection
----------------------------------------------------
Michael Sasso at Tampa Bay Online reports that Van Dyke Commons
filed for bankruptcy under Chapter 11 to fend off its lender iStar
Financial who filed a mortgage foreclosure against Clark East, the
shopping center's St. Petersburg-based developer.

Van Dyke Commons is a large 2-year-old strip center in Lutz.


VENETIAN MACAU: Bank Debt Trades at 2% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Venetian Macau US
Finance Co., LLC, is a borrower traded in the secondary market at
97.80 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 1.18 percentage points from the previous week, The Journal
relates.  The Company pays 550 basis points above LIBOR to borrow
under the facility.  The bank loan matures on May 25, 2011, 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.

Venetian Macau US Finance Co., LLC (also known as VML US Finance
LLC), and Venetian Macau Limited are wholly owned subsidiaries of
Las Vegas Sands.  Venetian Macau Limited owns the Sands Macau in
the People's Republic of China Special Administrative Region of
Macau and is also developing additional casino hotel resort
properties in Macau.
Based in Las Vegas, Nevada, Las Vegas Sands Corp. (NYSE: LVS) --
http://www.lasvegassands.com/-- owns and operates The Venetian
Resort Hotel Casino, The Palazzo Resort Hotel Casino, and an expo
and convention center.  The company also owns and operates the
Sands Macao, the first Las Vegas-style casino in Macao, China.


VENTANA HILLS: U.S. Trustee Wants Case Converted to Chapter 7
-------------------------------------------------------------
The U.S. Trustee for the Northern District of Illinois has asked
the Hon. Pamela S. Hollis of the U.S. Bankruptcy Court for the
Northern District of Illinois to convert Ventana Hills Associates,
Ltd., and VEntana Hills Phase II, LP's Chapter 11 case to Chapter
7, or, alternatively, dismiss the case.

According to the U.S. Trustee, the Debtors failed to file a
disclosure statement by June 1, 2010, as ordered by the Court on
April 1, 2010.

Judge Hollis has set a hearing for July 22, 2010, at 10:30 a.m.,
on the U.S. Trustee's request.

Ventana Hills Associates, Ltd., is the owner and operator of a
residential apartment project located in Pittsburgh, Pennsylvania,
known as "Ventana Hills Apartments.  Ventana Hills Apartments was
constructed in 2002 as a rental apartment community, in two
phases, and was purchased by the Debtor in 2004 for $50,000.

Ventana Hills Associates and affiliate Ventana Hills Phase II,
L.P., filed for Chapter 11 on November 3, 2009 (Bankr. N.D. Ill.
Case No. 09-41755).  The Debtors each estimated assets of and
debts of $50,000,001 to $100,000,000 in their respective
petitions.  Richard H. Fimoff, Esq., at Robbins, Salomon & Patt
Ltd., in Chicago, Illinois, represent the Debtor.


VION PHARMACEUTICALS: Selling Anticancer Assets
-----------------------------------------------
Vion Pharmaceuticals, Inc., is selling its anticancer assets in a
post-plan confirmation transaction.

Of its anticancer assets, Vion's clinical stage product, Triapine,
has been evaluated in various trials sponsored by the National
Cancer Institute.  Vion is also selling the rights to its
preclinical anticancer asset: the Tumor Amplified Protein
Expression Therapy (TAPET) platform technology.

Triapine is a small molecule that inhibits an enzyme,
ribonucleotide reductase, important to the synthesis of DNA.  DNA
synthesis is necessary for cancer cells to replicate; therefore
inhibition of the ribonucleotide reductase enzyme can prevent
cancer cells from dividing in the body. Disruption of DNA
synthesis in some cancer cells will also cause their death.  Vion
has evaluated an intravenous formulation of Triapine in five
single agent Phase I trials, three single agent Phase II trials,
four Phase I combination trials and two Phase II combination
trials.  All of Vion's trials of Triapine are closed to accrual or
completed.  Clinical trials of Triapine are being sponsored by the
NCI's Cancer Therapy Evaluation Program under a clinical trials
agreement with the NCI's Division of Cancer Treatment and
Diagnosis.  Vion provides the product used in these trials.  There
are currently three trials open to recruiting new patients
sponsored by the NCI to evaluate an intravenous formulation of
Triapine: An additional thirteen trials are closed to accrual or
completed.  Most recently, data on Triapine in combination with
fludarabine for the treatment of myeloproliferative disorders was
presented at ASH in December of 2008.

The TAPET (tumor amplified protein expression therapy) platform
technology uses genetically engineered Salmonella bacteria that
have been attenuated for virulence and infectivity, while
retaining sensitivity to antibiotics.  Salmonella bacteria were
chosen because they multiply rapidly, can be easily modified
genetically, and have been found to grow under both aerobic and
anaerobic conditions, such as occur within solid tumors.  These
engineered bacterial strains are highly selective for tumor tissue
and expand within the tumor to levels 1,000 to 10,000 times
greater than found in normal tissue.  The genetically engineered
bacteria by themselves have the ability to slow tumor growth, but
also have the potential to deliver pro-drug converting enzymes
and/or cytokines to tumors.  Tumor localization has been shown
using various TAPET strains in six tumor models, including
melanoma, breast, lung, colon, renal, and liver cancer.

The Company filed its voluntary petition for relief Chapter 11 of
the Bankruptcy Code on December 17, 2009, and has successfully
confirmed its Plan of Liquidation, which was approved by the
Bankruptcy Court and became effective in April, 2010.  The
bankruptcy was necessitated by the Company's need to conduct an
additional randomized trial of its lead anticancer compound,
OnriginTM (laromustine) Injection, prior to approval for use in
the United States.  The Company did not have sufficient funds to
conduct and complete such a randomized trial and continue its
operations.

To obtain more information contact the Financial Advisor to the
Trustee of the Vion Liquidating Trust:

Ted Gavin, CTP
Principal
NHB Advisors, Inc.
919 N. Market Street, Suite 1410
Wilmington, DE 19801
Phone: (302) 655-8997 x151 (office)
       (484) 432-3430 (mobile)
E-mail: ted.gavin@nhbteam.com

Michael Savage, CTP, CIRA
Managing Director
NHB Advisors, Inc.
8 Fanueil Hall Marketplace
Boston, MA 02109
Phone: (617) 973-7158 (mobile)
       (617) 973-5105 (office)
E-mail: michael.savage@nhbteam.com

The Vion Liquidating Trust is successor in interest to Vion
Corporation and, as a party in interest in these proceedings, has
sent you this correspondence to apprise you of this sale
transaction.

New Haven, Connecticut-based Vion Pharmaceuticals Inc. is a
developer of cancer drug therapies.  Vion Pharmaceuticals filed
for Chapter 11 bankruptcy protection on December 17, 2009 (Bankr.
D. Del. Case No. 09-14429).  Christopher M. Samis, Esq., and John
Henry Knight, Esq., at Richards, Layton & Finger, P.A., assist the
Company in its restructuring effort.  Roth Capital Partners, LLC,
assisted the Debtor with the sale of all or key assets during the
Chapter 11 proceeding.  The Company listed $10,000,001 to
$50,000,000 in assets and $50,000,001 to $100,000,000 in
liabilities.


VISTEON CORP: Gets Nod to Sign License Deal With TomTom
-------------------------------------------------------
Visteon Global Technologies, Inc., and Visteon Technologies, LLC,
received authorization from the Bankruptcy Court to enter into a
license agreement with TomTom NV dated April 23, 2010.

The License Agreement relate to TomTom's interest in certain
patents related to the "Zexel" business.

The Debtors disclose that upon their spin off from Ford Motor
Company, assets related to a navigation company known as Zexel
which Ford acquired in the 1990s was transferred to them.  The
Zexel assets include related patents.  By 2002, the Debtors
exited the former Zexel business through divestiture, but
retained ownership of the Patents.

The Debtors inform the Court that TomTom approached them in mid-
2008 to discuss the potential acquisition of the Zexel Patents.
From that time through the present, the Debtors and TomTom have
engaged in detailed negotiations and related due diligence
concerning the Patents, TomTom's products, the navigation
marketplace, and reasonably royalty rates.

In addition to the ongoing discussions, within the past year, the
Debtors, through their Chinese joint venture Yanfeng Visteon
Automotive Electronics Co. Ltd., worked with TomTom to develop a
semi-embedded automotive navigation product.  The parties have
entered into a supply agreement under which Yanfeng manufactures
the product for TomTom.

Accordingly, to ensure the Debtors' receipt of appropriate
payment for TomTom's use of the Patents and to prevent potential
litigation from destroying the burgeoning relationship between
the parties, the Debtors and TomTom have agreed into the License
Agreement.

The License Agreement contemplates that the Debtors will grant
TomTom a retroactive and prospective limited, non-exclusive, non-
transferable, irrevocable, worldwide license to make, have-made,
use, sell, offer for sale, or import licensed devices.  A key
aspect of the License Agreement is that TomTom is paying a lump
sum royalty to the Debtors in order to settle claims that the
Debtors believe they have against TomTom based on certain of the
Patents.

Mark M. Billion, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, maintains that entry into the License
Agreement:

  (a) will allow the Debtors to preserve and enhance their
      commercial relationship with TomTom, as well as
      effectively monetize the past use and product development
      potential of the Patents as they relate to TomTom's
      business.  Furthermore, the settlement of potential claims
      related to the Patents embodied in the License Agreement
      will allow the Debtors to avoid the costs and
      uncertainties associated with patent litigation, which the
      Debtors anticipate would be both protracted and complex;
      and

  (b) will allow the Debtors to focus their efforts to protect
      their valuable intellectual property rights on other
      entities that the Debtors believe have infringed on the
      Patents.  Entry into the License Agreement will also
      strengthen the Debtors' position in licensing negotiations
      with other potential entities that may have unlawfully
      used, or may be using, the Patents without a license.

The Debtors assert that the terms of the License Agreement
constitute valuable commercial information, public disclosure of
which would affect their ongoing litigation and negotiations with
other parties with respect to the Patents.  Thus, the Debtors
seek the Court's authority to file an unredacted version of the
License Agreement under seal pursuant to Section 107(b) of the
Bankruptcy Code.

A redacted version of the License Agreement is available for free
at http://bankrupt.com/misc/Visteon_TomTomAgmt.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)


VISTEON CORP: Kirkland, 8 Others Awarded Fees for Dec.-Feb. Work
----------------------------------------------------------------
Bankruptcy Judge Christopher Sontchi awarded 9 bankruptcy
professionals of Visteon Corp. and its Creditors Committee their
fees for services rendered and expenses incurred for the quarter
period December 1, 2009 to February 28, 2010.

The professionals include Alvarez & Marsal North America LLC,
Ashby & Geddes, P.A., Chanin Capital Partners LLC, Dickinson
Wright PLLC, FTI Consulting Inc., Kirkland & Ellis LLP, Deloitte
Tax LLP, PricewaterhouseCoopers LLP and Pachulski Stang Ziehl &
Jones LLP.

Among others, Alvarez & Marsal is awarded $3,175,961 in fees and
expenses and Kirkland & Ellis is awarded $4,253,839 in fees and
expenses for the December 2009 to February 2010 quarter period.

The Court entered its recent omnibus order on the approval of the
quarterly fee applications on June 17, 2010.

The June 17 Omnibus Fees Order also provides for allowed fees and
expenses of these professionals:

  -- Rothschild Inc for the period from Nov. 1, 2009 to Feb. 28,
     2010;

  -- PricewaterhouseCoopers for the quarter periods June 17,
     2009 to Aug. 31, 2009 and Sept. 1, 2009 to Nov. 30, 2009;

  -- Accretive Solutions-Detroit, Inc. for the period from
     Nov 30, 2009 to May 2, 2010; and

  -- Hammonds LLP for the period from Feb. 15, 2010 to April 30,
     2010.

The Fees and Expenses allowed under the June 17 Omnibus Fees
Order total approximately $17,300,000.

A detailed list of the June 17 Allowed Fees and Expenses is
available for free at:

     http://bankrupt.com/misc/Visteon_Dec09toFeb10Fees.pdf

In a separate order, Judge Sontchi awarded Ernst & Young LLP its
fees, totaling $2,665,228, and reimbursement of expenses for
$114,325 for the period from September 1, 2009 to November 30,
2009.

                     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: Proposes to Sell 46.6% Stake in TMD for $10MM
-----------------------------------------------------------
Visteon Corp. asks the U.S. Bankruptcy Court for authorization to
sell its 46.6% equity interest in Toledo Molding & Die, Inc., for
$10.5 million, free and clear of all liens, claims, encumbrances
and other interests, pursuant to a stock purchase agreement dated
as of June 24, 2010.

In 2000, when Visteon was still an affiliate of Ford Motor
Company, Ford assigned to Visteon the shares of TMD that Ford had
purchased throughout the 1990s -- 299,647.3 shares representing
46.6% of the outstanding capital stock of TMD.

Ford and Visteon saw Visteon's ownership of TMD as a way to
develop local, lower-cost manufacturing for selected
technologies.

As part of certain accommodation agreements with North American
customers during the Debtors' Chapter 11 cases, Visteon reduced
its U.S.-based interiors business in the last few months.  With
this reduction, the TMD joint venture no longer retains a
strategic benefits for Visteon, says James E. O'Neill, Esq., at
Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware.

Mr. O'Neill relates that TMD has become a smaller supplier to
Visteon than when the Joint Venture was first created, making
Visteon's continued ownership in TMD less significant to
Visteon's overall sourcing practice.  Thus, Mr. O'Neil notes, in
light of the changed relationship, Visteon no longer considers
ownership of TMD to have strategic importance and therefore,
wishes to divest itself of its stake in TMD.

In this light, the Debtors relate that they propose to sell their
shares in the Joint Venture to TMD by way of a private sale to
avoid the costs and delay associated with conducting a public
auction and because they believe a higher and better bid will not
be obtained by an auction.

A full-text copy of the Stock Purchase Agreement is available for
free at http://bankrupt.com/misc/Visteon_TMDspa.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)


VISTEON CORP: Wins Approval to Put Plan for Shareholder Vote
------------------------------------------------------------
Visteon Corporation disclosed that the U.S. Bankruptcy Court for
the District of Delaware approved the adequacy of the disclosure
statement in connection with the plan of reorganization filed by
Visteon.  Given the court's authorization, Visteon indicated it
will promptly begin the process of soliciting approval of the plan
from eligible stakeholders.

The hearing to confirm the plan of reorganization is scheduled for
Sept. 28.

                       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)


WESTMORELAND COAL: Douglas Kathol to Oversee Operational Divisions
------------------------------------------------------------------
The Board of Directors of Westmoreland Coal Company promoted
Mr. Douglas Kathol to Executive Vice President, responsible for
oversight of various operational divisions of the Company,
including mining, power, human resources, information technology
and sales and development on June 17, 2010.

Mr. Kathol joined the Company in 2003 and has been responsible for
leading growth opportunities through new project development or
acquisitions as Vice President-Development.  In 2008, he was named
Treasurer and assumed traditional treasury duties as well as
duties relating to risk management and financing and cash
management in a credit and cash constrained environment.  Prior to
joining Westmoreland, Mr. Kathol spent 18 years with Norwest
Corporation, an international energy consulting firm.

As a principal in Norwest, his final position was as Senior Vice
President responsible for the mergers and acquisitions practice of
the company.  Effective as of June 17, 2010, the Compensation and
Benefits Committee awarded Mr. Kathol the following compensation
package for his new role as Executive Vice President: annualized
base salary of $275,000, an Annual Incentive Plan bonus payout
targeted at 50% of base salary and an annual long-term equity
grant valued at 45% of base salary.  The company's named executive
officers, including Mr. Kathol, are at-will employees and do not
have employment agreements.

Mr. Kathol's wife, Diane Kathol, currently serves as the Company's
Vice President- Mining and Power.  In such position, Ms. Kathol
has received the following cash compensation from the Company:
$246,682 in 2007, $169,536 in 2008 and $198,313 in 2009.  Ms.
Kathol is expected to earn approximately $200,323 in 2010.  Ms.
Kathol has held various positions with the Company since 1993,
including serving in her current capacity as a Vice President of
the Company since the early 2000s.

Appointment of Treasurer; Change in Chief Financial Officer
Compensation Package

As part of Mr. Kathol's transition to Executive Vice President,
Mr. Kevin Paprzycki, the Company's Chief Financial Officer, has
been appointed Treasurer. As compensation for Mr. Paprzycki's
increase in responsibilities, the C&B Committee awarded Mr.
Paprzycki, effective June 17, 2010, an additional $5,000 in base
salary and an increase in his annual long-term equity grant to
approximately 34% of base salary.

Change in Chief Executive Officer Compensation Package
As part of the transition of oversight of various operational
divisions to Mr. Kathol as Executive Vice President, the Board of
Directors has changed the compensation package of Mr. Keith
Alessi, the Chief Executive Officer and President.  Over the last
several years, Mr. Alessi has seen the Company through a period of
turnaround activity with a focus on the day-to-day operations of
the Company.  Mr. Alessi is now turning his focus to long-term
strategy and the future growth and development of the Company.  To
align his compensation with his new strategic focus, the Board of
Directors has adjusted Mr. Alessi's compensation package to have
more at-risk and equity compensation and less up-front cash
compensation.  Effective as of June 21, 2010, Mr. Alessi will
receive the following compensation: annualized base salary of
$400,000, AIP bonus payout targeted at 100% of base salary and
annual long-term equity grant valued at 125% of base salary.

                   Restricted Stock Unit Awards

On June 17, 2010, the C&B Committee granted long-term incentive
restricted Stock Unit awards pursuant to the Company's 2007 Equity
Incentive Plan for Employees and Non-Employee Directors to a
number of Company employees, including named executive officers.
The table below sets forth the value of the RSUs that each of the
Company's named executive officers is eligible to receive as of
July 1, 2010.  The number of RSUs issued will be determined by
dividing the total value of RSUs awarded by the trailing average
of the closing prices of the Company's common stock for the ten
days prior to the Grant Date and rounded for ease of
administration.  The RSUs shall vest in accordance with the
following vesting schedule: one-third of the total number of RSUs
shall vest on the first anniversary of the Grant Date and one-
third of the total number of RSUs shall vest at the end of each
successive twelve-month period following the first anniversary of
the Grant Date, through and including the third anniversary of the
Grant Date.

Name                                       Value of Award
Keith Alessi, Chief Executive Officer      $500,000
Kevin Paprzycki, Chief Financial Officer   $74,566
Douglas Kathol, Executive Vice President   $123,750
John O'Laughlin, Vice President -- Coal Ops $82,404
Morris W. Kegley, General Counsel          $54,946

                       Director Compensation

On June 21, 2010, the Board of Directors adopted a new pay package
for the non-employee directors of the Company, effective as of
July 1, 2010. Effective as of such date, the non-employee
directors will be compensated on a yearly basis as follows:

* Retainer fee = $35,000
* Chairman of the Board premium = $35,000
* Audit Committee Chairman premium = $7,000
* C& B Committee premium = $5,000
* Nominating and Corporate Governance Committee premium = $3,000
* Retainer fee for serving as member of Audit, C&B or Governance
  Committee = $5,000
* Fee for attending meeting of full Board or a Committee
  telephonically = $1,000
* Fee for attending meeting of full Board or a Committee in
  person = $1,500
* Equity valued at $50,000 awarded at the Annual Meeting of
  Stockholders, beginning May 2011

                      About Westmoreland Coal

Based in Colorado Springs, Colorado, Westmoreland Coal Company
(NYSE Amex:WLB) -- http://www.westmoreland.com/-- is the oldest
independent coal company in the United States.  The Company's coal
operations include coal mining in the Powder River Basin in
Montana and lignite mining operations in Montana, North Dakota and
Texas.  Its power operations include ownership of the two-unit
Roanoke Valley coal-fired power plant in North Carolina.

At March 31, 2010, the Company had total assets of
$778.518 million against total liabilities of $921.296 million and
non-controlling interest of $2.707 million, resulting in total
deficit of $142.778 million.  The Company's balance sheet at
March 31, 2010, showed strained liquidity: The Company had total
current assets of $119.022 million against total current
liabilities of $181.615 million.

Westmoreland Coal said there is substantial doubt about its
ability to continue as a going concern, citing its recurring
losses from operations, violation of a debt covenant by a
subsidiary, its working capital deficit, and its net capital
deficiency.

Westmoreland Resources, Inc., did not comply with its amended net
worth requirement contained in its Business Loan Agreement at
April 30, 2010, and does not expect to meet this requirement for
at least the next 12 months.  Westmoreland Coal has classified
WRI's $11.4 million term debt as a current liability.


YOUNG BROADCASTING: Emerges From Chapter 11 Bankruptcy Protection
-----------------------------------------------------------------
Business Review of Albany reports that Young Broadcasting Co. has
emerged from bankruptcy, cutting about $800 million in debt and
millions of dollars of burdensome contracts.  The Company moves
from public ownership to its shareholder group comprised of former
senior lenders.

                     About Young Broadcasting

Headquartered in New York City, Young Broadcasting, Inc.
--  http://www.youngbroadcasting.com/-- owns 10 television
stations and the national television representation firm, Adam
Young, Inc.  Five stations are affiliated with the ABC Television
Network (WKRN-TV - Nashville, TN, WTEN-TV - Albany, NY, WRIC-TV -
Richmond, VA, WATE-TV - Knoxville, TN, and WBAY-TV - Green Bay,
WI), three are affiliated with the CBS Television Network (WLNS-TV
- Lansing, MI, KLFY-TV - Lafayette, LA and KELO-TV - Sioux Falls,
SD), one is affiliated with the NBC Television Network (KWQC-TV -
Davenport, IA) and one is affiliated with MyNetwork (KRON-TV - San
Francisco, CA).

The Company and its affiliates filed for Chapter 11 protection on
February 13, 2009 (Bankr. S.D.N.Y. Lead Case No. 09-10645).  Jo
Christine Reed, Esq., at Sonnenschein Nath & Rosenthal LLP,
represents the Debtors in their restructuring effort.  The Debtors
selected UBS Securities LLC as consultant; Ernst & Young LLP as
accountant; Epiq Bankruptcy Solutions LLC as claims agent; and
David Pauker chief restructuring officer Andrew N. Rosenberg,
Esq., at Paul Weiss Rifkind Wharton & Harrison LLP, serves as
counsel to the official unsecured creditors committee.


ZAYAT STABLES: Settles With Fifth Third on Reorganization Plan
--------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Zayat Stables LLC and
the secured lender Fifth Third Bank reached a settlement that
should permit approval of the stables' reorganization plan at the
scheduled July 15 confirmation hearing.

According to the report, the settlement modifies Fifth Third's
treatment under the plan.  In the revised plan, the bank's loan
will be fully paid by the end of 2014.  The current principal
balance of $28.2 million will be paid down by at least
$3.23 million to $4 million a year, with a balloon payment due at
the end of 2014.  Going forward, interest will be three percentage
points higher than the London interbank borrowed rate.  The bank
will also share in part of the proceeds from the sale of horses,
with payments applied against the annual minimums.  Accrued
interest of $623,000 will be paid June 30.

Other creditors aren't adversely affected, Zayat say in court
papers, according to Bloomberg.   Under the Plan:

   * Unsecured creditors, with $1.2 million in claims, are to be
     paid in full without interest over two years.

   * Ahmed Zayat will retain ownership.  A $2.45 million loan from
     a Zayat family member used to finance the Chapter 11 case
     will be forgiven.

Approval will be considered at a hearing in bankruptcy court on
June 30.  The settlement, if approved, ends all disputes between
the stables and the bank, including lawsuits where Zayat claimed
Fifth Third engaged in "predatory lending" practices.  The bank
was suing Mr. Zayat on a personal guarantee.

                        About Zayat Stables

Headquartered in Hackensack, New Jersey, Zayat Stables owns of
203 thoroughbred horses.  The horses, which are collateral for the
bank loan, are worth $37 million, according an appraisal mentioned
in a court paper.  Ahmed Zayat said in a court filing that he
personally invested $40 million in the business.

The Company filed for Chapter 11 bankruptcy protection on
February 3, 2010 (Bankr. D. N.J. Case No. 10-13130).  The Company
listed $10,000,001 to $50,000,000 in assets and $10,000,001 to
$50,000,000 in liabilities.


* Gary R. Feulner Rejoins Chadbourne & Parke in Dubai
-----------------------------------------------------
The international law firm of Chadbourne & Parke LLP announced
today that Gary R. Feulner has rejoined the firm as senior counsel
in the Dubai office.

Mr. Feulner headed the firm's former Abu Dhabi office from 1984 to
1990. He also worked for Chadbourne in New York, Washington, Saudi
Arabia, and Dubai/Sharjah before moving to Abu Dhabi.  More
recently, Mr. Feulner served for more than 18 years as general
counsel of SHUAA Capital psc, a Dubai-based investment bank.

A veteran practitioner in the United Arab Emirates, his experience
includes extensive international transactional and financial
services work, such as private equity, mutual funds, public
offerings and securities brokerage, as well as regulatory,
banking, litigation, bankruptcy, employment and general corporate
law.

"We are pleased to welcome Gary back to the firm," said Chadbourne
Managing Partner Charles K. O'Neill.  "He knows the UAE legal
market inside and out and his return will benefit our clients,
especially those in the capital markets and private equity
fields."

Chadbourne returned to the UAE in 2007 making more readily
available to clients in the Middle East the firm's strong
practices in energy, project finance and cross-border
acquisitions.  The head of the Dubai office, Daniel J. Greenwald,
has known and worked with Mr. Feulner for over 30 years and was
earlier responsible for recruiting him as general counsel at SHUAA
Capital.

"I am extremely happy to have Gary back at Chadbourne," said Mr.
Greenwald.  "We will benefit from his broad general experience and
insight into local and regional legal and regulatory issues, and
from his in-house perspective.  More specifically, he strengthens
our capital markets and private equity experience in the region,
as well as our overall corporate know-how."

Besides his work at Chadbourne and SHUAA Capital, Mr. Feulner also
served for six years on the board of directors of the American
Business Council of Dubai as VP-Legal, and for four years as
chairman of the Council's U.S. Public Affairs Committee.  He is a
recognized expert on the natural history of the UAE and
neighboring Oman.  In 2007, he received the Sheikh Mubarak bin
Mohammed Al Nahayan Award in acknowledgement of his record of
research and scientific publications on various aspects of the
wildlife, environment and archeology of the UAE.  Mr. Feulner is
also a retired officer in the U.S. Naval Reserve.

He earned a J.D. from the University of Virginia Law School in
1977 and an A.B., summa cum laude, in Geology from Princeton
University in 1969.

                   About Chadbourne & Parke LLP

Chadbourne & Parke LLP, an international law firm headquartered in
New York City, provides a full range of legal services, including
mergers and acquisitions, securities, project finance, private
funds, corporate finance, venture capital and emerging companies,
energy/renewable energy, communications and technology, commercial
and products liability litigation, arbitration/IDR, securities
litigation and regulatory enforcement, special investigations and
litigation, intellectual property, antitrust, domestic and
international tax, insurance and reinsurance, environmental, real
estate, bankruptcy and financial restructuring, employment law and
ERISA, trusts and estates and government contract matters.  Major
geographical areas of concentration include Russia, Central and
Eastern Europe, the Middle East and Latin America.  The Firm has
offices in New York, Washington, DC, Los Angeles, Mexico City,
London, Moscow, St. Petersburg, Warsaw, Kyiv, Almaty, Dubai and
Beijing.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                                 Total
                                                Share-      Total
                                      Total   Holders'    Working
                                     Assets     Equity    Capital
   Company            Ticker          ($MM)      ($MM)      ($MM)
                                     ------   --------    -------
AUTOZONE INC          AZO US        5,452.8     (462.0)    (293.1)
LORILLARD INC         LO US         2,902.0      (37.0)     718.0
DUN & BRADSTREET      DNB US        1,699.5     (778.3)    (454.1)
ALLIANCE DATA         ADS US        7,919.8      (53.6)   3,352.2
NAVISTAR INTL         NAV US        8,940.0   (1,198.0)   1,251.0
MEAD JOHNSON          MJN US        1,996.7     (583.7)     319.9
BOARDWALK REAL E      BEI-U CN      2,332.1      (57.6)       -
TAUBMAN CENTERS       TCO US        2,572.3     (494.8)       -
BOARDWALK REAL E      BOWFF US      2,332.1      (57.6)       -
COOPER-STANDARD       COSH US       1,737.4     (306.5)     427.8
CHOICE HOTELS         CHH US          360.6     (115.0)      (6.3)
LINEAR TECH CORP      LLTC US       1,615.8      (50.7)     742.7
SUN COMMUNITIES       SUI US        1,173.3     (118.3)       -
WEIGHT WATCHERS       WTW US        1,093.0     (700.1)    (408.5)
CABLEVISION SYS       CVC US        7,364.2   (6,201.5)      54.8
IPCS INC              IPCS US         559.2      (33.0)      72.1
TENNECO INC           TEN US        3,034.0      (14.0)     203.0
WR GRACE & CO         GRA US        3,957.9     (234.4)   1,177.5
MOODY'S CORP          MCO US        2,003.3     (534.0)    (138.9)
UAL CORP              UAUA US      19,952.0   (2,887.0)  (1,019.0)
UNISYS CORP           UIS US        2,711.8   (1,221.7)     320.6
DISH NETWORK-A        DISH US       8,689.0   (1,850.3)     305.1
HEALTHSOUTH CORP      HLS US        1,716.1     (474.5)      90.6
VENOCO INC            VQ US           799.5     (127.6)      10.6
NATIONAL CINEMED      NCMI US         620.4     (462.7)     106.9
VECTOR GROUP LTD      VGR US          743.1      (13.4)     231.5
CHENIERE ENERGY       CQP US        1,883.2     (491.7)      37.6
EXPRESS INC           EXPR US         718.1      (81.8)      38.4
METALS USA HOLDI      MUSA US         655.4      (43.0)     294.1
PROTECTION ONE        PONE US         562.9      (61.8)      (7.6)
PETROALGAE INC        PALG US           4.7      (48.0)     (13.9)
ARVINMERITOR INC      ARM US        2,769.0     (877.0)     345.0
TEAM HEALTH HOLD      TMH US          797.4      (58.6)      52.1
REGAL ENTERTAI-A      RGC US        2,588.9     (260.7)    (168.9)
THERAVANCE            THRX US         249.9     (113.0)     196.6
LIBBEY INC            LBY US          776.9      (18.3)     128.0
GRAHAM PACKAGING      GRM US        2,126.4     (629.0)     187.6
CARDTRONICS INC       CATM US         449.3       (2.3)     (36.6)
JUST ENERGY INCO      JE-U CN       1,353.1     (503.2)    (513.7)
MERU NETWORKS IN      MERU US          88.8       (4.1)       0.5
INCYTE CORP           INCY US         502.7     (114.4)     332.9
DOMINO'S PIZZA        DPZ US          427.6   (1,290.0)      92.8
KNOLOGY INC           KNOL US         641.7      (28.3)      30.9
COMMERCIAL VEHIC      CVGI US         276.8      (10.7)     105.5
REVLON INC-A          REV US          765.8   (1,027.2)      63.9
WORLD COLOR PRES      WC CN         2,641.5   (1,735.9)     479.2
EPICEPT CORP          EPCT SS           6.3      (12.7)       0.2
WORLD COLOR PRES      WC/U CN       2,641.5   (1,735.9)     479.2
WORLD COLOR PRES      WCPSF US      2,641.5   (1,735.9)     479.2
FORD MOTOR CO         F US        195,485.0   (5,437.0)  (7,269.0)
UNITED RENTALS        URI US        3,584.0      (48.0)      30.0
INTERMUNE INC         ITMN US         190.9      (21.3)     102.8
US AIRWAYS GROUP      LCC US        7,808.0     (447.0)    (445.0)
AFC ENTERPRISES       AFCE US         114.6      (11.5)      (2.0)
ALIMERA SCIENCES      ALIM US          16.3      (42.7)       3.5
FORD MOTOR CO         F BB        195,485.0   (5,437.0)  (7,269.0)
BROADSOFT INC         BSFT US          68.3       (6.4)       1.7
AMER AXLE & MFG       AXL US        1,967.6     (545.4)      (0.3)
BLUEKNIGHT ENERG      BKEP US         303.6     (147.2)     (15.3)
CENTENNIAL COMM       CYCL US       1,480.9     (925.9)     (52.1)
WABASH NATIONAL       WNC US          249.0      (62.4)    (154.6)
RURAL/METRO CORP      RURL US         286.2     (100.9)      38.7
JAZZ PHARMACEUTI      JAZZ US         106.7      (69.0)     (31.2)
SALLY BEAUTY HOL      SBH US        1,531.5     (553.1)     366.1
HALOZYME THERAPE      HALO US          65.2       (3.2)      48.9
AMR CORP              AMR US       25,525.0   (3,892.0)  (1,407.0)
CC MEDIA-A            CCMO US      17,400.0   (7,054.8)   1,279.2
MANNKIND CORP         MNKD US         243.3     (100.9)       8.5
SINCLAIR BROAD-A      SBGI US       1,576.6     (187.8)      48.1
NPS PHARM INC         NPSP US         140.4     (227.6)      95.2
RSC HOLDINGS INC      RRR US        2,669.6       (9.8)     (66.1)
LIN TV CORP-CL A      TVL US          780.6     (164.2)      22.9
SANDRIDGE ENERGY      SD US         2,971.7     (171.3)     (33.9)
CENVEO INC            CVO US        1,563.5     (180.6)     212.7
PALM INC              PALM US       1,007.2       (6.2)     141.7
ACCO BRANDS CORP      ABD US        1,062.7     (118.0)     240.1
PDL BIOPHARMA IN      PDLI US         358.3     (501.1)     (83.5)
NEXSTAR BROADC-A      NXST US         603.0     (179.7)      35.3
QWEST COMMUNICAT      Q US         19,362.0   (1,120.0)    (585.0)
PHIBRO ANIMAL HE      PAHC LN         418.9       (9.6)     182.2
WARNER MUSIC GRO      WMG US        3,752.0     (116.0)    (557.0)
IDENIX PHARM          IDIX US          61.0      (20.7)      16.8
VIRGIN MOBILE-A       VM US           307.4     (244.2)    (138.3)
EASTMAN KODAK         EK US         7,178.0      (53.0)   1,588.0
GENCORP INC           GY US         1,018.7     (268.0)     114.6
CONSUMERS' WATER      CWI-U CN        895.2     (254.9)      (5.3)
GLG PARTNERS-UTS      GLG/U US        403.5     (285.9)     155.5
HOVNANIAN ENT-A       HOV US        2,029.1     (137.0)   1,358.9
GLG PARTNERS INC      GLG US          403.5     (285.9)     155.5
GREAT ATLA & PAC      GAP US        2,827.2     (396.4)     201.3
EXELIXIS INC          EXEL US         284.2     (199.3)     (32.7)
HOVNANIAN ENT-B       HOVVB US      2,029.1     (137.0)   1,358.9
ARRAY BIOPHARMA       ARRY US         131.5     (109.5)      21.5
ARIAD PHARM           ARIA US          50.4     (110.8)      (8.2)
CINCINNATI BELL       CBB US        2,589.6     (634.6)      (3.3)
MPG OFFICE TRUST      MPG US        3,517.3     (830.6)       -
NEWCASTLE INVT C      NCT US        3,471.2   (1,117.8)       -
MAGMA DESIGN AUT      LAVA US         122.1       (4.3)      14.4
SEALY CORP            ZZ US         1,011.9      (92.3)     173.1
CHENIERE ENERGY       LNG US        2,736.6     (468.7)     212.8



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard
C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez,
Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2010.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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