TCR_Public/100701.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Thursday, July 1, 2010, Vol. 14, No. 180

                            Headlines

155 EAST TROPICANA: John Blakely Resigns as Director
ABITIBIBOWATER INC: Court Approves Backstop Commitment Pact
ABITIBIBOWATER INC: Court OKs Consent No. 9 to Credit Pact
ABITIBIBOWATER INC: Proposes Work Fee Letter With Exit Arrangers
ADVANCED MICRO: Unveils Exchange Offer for 8.125% Senior Notes

ADVANCED MICRO: Unveils Exchange Offer for 8.125% Senior Notes
ALL-AMERICAN SPORTPARK: Posts $150,848 Net Loss in Q1 2010
AMBAC FINANCIAL: Enters Into Add'l Debt for Equity Exchanges
AMERICAN CAPITAL: Reports Removal of 'Going Concern' Doubt
AMERICAN CAPITAL: S&P Raises Counterparty Credit Rating to 'B-'

ANGEL ACQUISITION: Reports Earnings of $113,500 for Q1 2010
AVICENA GROUP: Caturano & Company Resigns as Accountant
AYALA FAMILY: Voluntary Chapter 11 Case Summary
BACCHUS DEVELOPMENT: Expects to Emerge From Bankruptcy on July 1
BANKRATE INC: Deal Upsizing Won't Affect S&P's 'B' Note Rating

BARBARA MAJOR: Case Summary & 20 Largest Unsecured Creditors
BEAR STEARNS: Judge Pares Liquidators' Suit Against Deloitte
BROWN PUBLISHING: Parties Have Until July 22 to Competing Bids
BUCYRUS COMMUNITY: Wants Until November 16 to File Chapter 11 Plan
BUILDERS FIRSTSOURCE: JLL & Warburg Pincus Hold 50.5% of Shares

CAROLINA PARK: Chapter 11 Reorganization Case Dismissed
CENTAUR LLC: Wants Plan Solicitation Exclusivity Until Sept. 30
CENTRAL DELAWARE: Section 341(a) Meeting Scheduled for July 23
CENTRAL DELAWARE: Taps Pinckney Harris as Bankruptcy Counsel
CHELSEA HEIGHTS: Section 341(a) Meeting Scheduled for July 22

CINEMARK USA: S&P Raises Rating on Secured Debt to 'BB-'
CIRCUIT CITY: Plan Confirmation Hearing Continued to July 22
CIRCUIT CITY: Wants Quebecor World's Claim Reclassified
CKE RESTAURANTS: Stockholders OK Merger Deal With Apollo Units
COLONIAL BANCGROUP: Has Until August 20 to Propose Chapter 11 Plan

COMMSCOPE INC: Moody's Gives Positive Outlook, Keeps 'Ba3' Rating
COMMUNICATION INTELLIGENCE: Inks Financing Deal to Eliminate Debt
CORUS BANKSHARES: Claims Ownership of $257-Mil. Tax Refunds
DELTA AIR: Fitch Affirms Issuer Default Rating at 'B-'
DOLLAR THRIFTY: Files 2009 Annual Report for Retirement Plan

DOLLAR THRIFTY: Future Remains Uncertain for Tulsa Operations
DOLLAR THRIFTY: Opens 12th 'Customer-Choice' Location
DONNIE CROSS: Case Summary & 7 Largest Unsecured Creditors
DRAGON PHARMA: Shareholders to Vote on Datong Merger on July 20
DSG INTERNATIONAL: Moody's Raises Senior Unsecured Rating to 'Ba3'

DUNE ENERGY: Withdraws Common Stock From NYSE AMEX
DYNAMIC BUILDERS: Proofs of Claim Due August 20
DYNAMIC BUILDERS: Wants to File Reorganization Plan Until Nov. 26
DYNCORP INTERNATIONAL: Stockholders OK Merger With Cerberus
ECOSPHERE TECHNOLOGIES: Posts $23.1 Million Net Loss in Q1 2010

EDISON MISSION: Moody's Cuts Ratings on Senior Notes to 'B3'
EIGEN INC: Consensual Deal Allows Kazi Purchase; Plan in the Works
FAIRPOINT COMMS: Vermont Public Service Board Rejects Plan
FIRST INDUSTRIAL: Fitch Downgrades Issuer Default Rating to 'B+'
FLYING J: Faces Criticism Over Environmental Liabilities

FONTAINEBLEAU LV: Fidelity Proposes Rule 2004 Exams Notice Filing
FONTAINEBLEAU LV: $40.6 Mil. in Claims Change Hands for May
FONTAINEBLEAU LV: Icahn Pulls $1.2 Bil. Permits for Casino
FORD MOTOR: To Reduce Debt by More Than $4 Billion
FRANKLIN TOWERS: Posts $316,000 Net Loss in Q1 2010

FRASER PAPERS: To Seek Court OK to Sell New Hampshire Paper Mill
FREDDIE MAC: Terminates Employment of Ex. VP Michael Perlman
FREDDIE MAC: Approves 2010 Incentive Scorecards
FREDDIE MAC: Files May 2010 Monthly Volume Summary
FREEPORT-MCMORAN COPPER: Moody's Reviews 'Ba1' Corp. Family Rating

FRONTIER DRILLING: Noble Expected to Repay Frontier ASA Debt
GARY R MCLEAN: Can Sell Sun Valley Condominium to Pendleton King
GENERAL GROWTH: To File Holdings' Reorganization Plan by July 9
GENERAL MOTORS: In Talks With Lenders to Partner for Car Loans
GENERAL MOTORS: U.S. Carmakers Leading Job Creation, Says AAPC

GENERAL MOTORS: Buyer Demand Keeps Most U.S. Plants Open in Summer
GENERAL MOTORS: Hosts 1st Global Business Conference
GENERAL MOTORS: Court OKs Sale of Wilmington Plant to Fisker
GENTIVA HEALTH: S&P Assigns 'BB+' Rating on $200 Mil. Loan
GIGOPTIX INC: Gets Okay from NYSE Amex to File Listing Application

GLEBE, INC: Files for Chapter 11 to Restructure Debt
GLEBE, INC: Case Summary & 20 Largest Unsecured Creditors
GLENN MANIGAULT: Case Summary & 20 Largest Unsecured Creditors
GLOUCESTER ENGINEERING: Case Converted to Voluntary Chapter 11
GLOUCESTER ENGINEERING: Sec. 341(a) Meeting Scheduled for July 27

GREAT ATLANTIC: Files 2009 Annual Report for Savings Plan
GREAT CANADIAN: Moody's Affirms 'Ba3' Corporate Family Rating
GREEKTOWN HOLDINGS: Mackenzie Bills $0.89MM for March-May Work
GRUBB & ELLIS: Posts $24.1 Million Net Loss for Q1 2010
GRUBB & ELLIS: Sells Add'l $1.5MM of Its 7.95% Convertible Notes

HCA INC: Hercules OKs Increase in Authorized Shares
HELIX WIND: Reports Earnings of $18.3 Million for Q1 2010
HOST HOTELS: Moody's Affirms 'Ba1' Senior Unsecured Debt Rating
HUGHES COMMUNICATIONS: S&P Affirms 'B' Corporate Credit Rating
INDEPENDENCE TAX II: March 31 Balance Sheet Upside-Down by $44.3MM

ISLE OF CAPRI: Equity Offering Won't Affect Moody's 'B2' Rating
HARBOUR EAST: 7935 NBV Wants Reorganization Case Dismissed
LEHMAN BROTHERS: Wins Nod to Buy 2008-09 D&O Policy Tail Extension
LEHMAN BROTHERS: Wins Nod to Invest $255MM in 237 Park Ave. Tower
LEHMAN BROTHERS: Wins Approval to Send Contracts to Aurora

LEHMAN BROTHERS: Receives Consent to Transfer $262MM to Rosslyn
LEHMAN BROTHERS: LCPI Settlement With State Street Approved
LEHMAN BROTHERS: Submits Term Sheet for Archstone Credit Facility
LEHMAN BROTHERS: Wins OK to Allow Delivery of Acceleration Notices
LIVE CURRENT: Reports Earnings of $74,345 for First Quarter

LYONDELL CHEMICAL: Clifford Seeks $4.8M for Work as Counsel
MAYSVILLE INC: Foreclosure Prompts Bankruptcy Filing
MAYSVILLE INC: Case Summary & 6 Largest Unsecured Creditors
MCALPINE-PROVIDENCE: Case Summary & 5 Largest Unsecured Creditors
MGM RESORTS: Fitch Affirms Issuer Default Rating at 'CCC'

MMFX INTERNATIONAL: Has Until September 20 to File Plan Outline
MONEYGRAM INTERNATIONAL: Fitch Affirms B+ Issuer Default Rating
NETWORK COMMUNICATIONS: Filing of Annual Report Will be Delayed
NUMOBILE INC: Posts $1.2 Million Net Loss in Q1 2010
NORTEL NETWORKS: Proposes to File Plan Ahead of Disc. Statement

NORTEL NETWORKS: NN CALA Wants Exclusivity Until January 2011
NORTEL NETWORKS: Proposes to Terminate Retiree Plans
NORTEL NETWORKS: Disputes Avaya's Purchase Price Calculation
ORANGE GROVE: Wants Access to Secured Creditors' Cash Until Oct. 1
ORLEANS HOMEBUILDERS: Lenders Support Short-Term Incentive Plan

PAETEC HOLDING: Exchange Offer for 8-7/8% Notes Expires July 23
PALM INC: Stockholders Approve Merger Plan & Agreement
PRIUM TUMWATER: Section 341(a) Meeting Scheduled for July 22
PRIUM TUMWATER: Taps Ryan Swanson as General Bankruptcy Counsel
RAMSEY INDUSTRIES: Court Approves Chapter 11 Reorganization Plan

REFCO INC: Ex-Lawyer Collins Settles SEC Fraud Action
RICHARDSON HOSPITAL: S&P Raises Ratings on Bonds to 'BBB-'
RITE AID: Stockholders Approve Adoption of 2010 Plan
RITE AID: Stockholders Elect Nine Nominees to Board of Directors
RITE AID: Promotes Kenneth Martindale as Chief Operating Officer

RMA REAL ESTATE: Involuntary Chapter 11 Case Summary
ROBERT MARSHALL: Case Summary & 20 Largest Unsecured Creditors
RUMSEY LAND: Court Extends Plan Outline Filing Until July 29
SAINT VINCENTS: Stonehenge Buys Sixth Avenue Bldg. for $67.3MM
SINCLAIR BROADCAST: CFO Amy Unloads 30,000 Shares

SINCLAIR BROADCAST: Files 2009 Annual Report for 401(k) Plan
SMURFIT-STONE: Completes Financial Restructuring
SOFTLAYER TECHNOLOGIES: S&P Assigns 'B' Corporate Credit Rating
SONICBLUE INC: Creditors Add MoFo to Malpractice Claims Suit
STRATEGIC LABOR: Files for Chapter 11 Bankruptcy Protection

TACO DEL MAR: Has Until September 20 to File a Chapter 11 Plan
TENET HEALTHCARE: Names Ronald Rittenmeyer as New Director
TEXAS RANGERS: MLB Balks at Request for Information on Bids
THOMAS WILLIAMS: Case Summary & 20 Largest Unsecured Creditors
TRICO SHIPPING: Moody's Junks Rating on Senior Secured Notes

TRIDENT RESOURCES: Emerges from Bankruptcy in Canada & U.S.
URS CORPORATION: Scott Wilson Deal Won't Move Moody's 'Ba1' Rating
VANGUARD HEALTH: Moody's Affirms 'B2' Corporate Family Rating
VERNON MAXWELL: Case Summary & 13 Largest Unsecured Creditors
WALLACE THEATER: S&P Gives Negative Outlook; Affirms 'B-' Rating

WEEMS RESORTS: Case Summary & 7 Largest Unsecured Creditors
XERIUM TECHNOLOGIES: Posts $30.2 Million Net Loss in Q1 2010
XERIUM TECHNOLOGIES: To Close Stowe Woodward Plant in Ontario
YRC WORLDWIDE: Reaches Acquisition Deal With Austin Ventures

* Legislator Wants Guns Exempted From Creditors' Claims

* Levene, Neale, Bender, Rankin & Brill Elects New Partner

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


                            *********


155 EAST TROPICANA: John Blakely Resigns as Director
----------------------------------------------------
John T. Blakely, a member of both the management board of 155 East
Tropicana, LLC and the board of directors of 155 East Tropicana
Finance Corp., tendered his resignation from both boards,
effective immediately, in order to pursue other interests.

                      About 155 East Tropicana

Las Vegas, Nev.-based 155 East Tropicana, LLC, was formed in
June 2004 to acquire the Hotel San Remo Casino and Resort, a
casino hotel located in Las Vegas, Nevada, from Eastern & Western
Hotel Corporation.  The Hotel San Remo was renovated and re-
branded and is now known as Hooters Casino Hotel.

                           *     *     *

According to the TCR on April 22, 2010, Moody's Investors Service
has withdrawn the ratings of 155 East Tropicana LLC for business
reasons.  These ratings withdrawn include the 'Ca' Corporate
family rating.

The Company's balance sheet at March 31, 2010, showed
$122.7 million in total assets and $171.8 million in total
liabilities, for a stockholder's deficit of $49.0 million.


ABITIBIBOWATER INC: Court Approves Backstop Commitment Pact
-----------------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware has approved the Backstop Commitment
Agreement that AbitibiBowater Inc. and its debtor affiliates
secured with investors Fairfax Financial Holdings Limited, Avenue
Capital Management and certain prepetition noteholders to
backstop a rights offering that will allow the Debtors to raise
up to $500 million through the issuance of notes.

Under the 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 Debtors' Chapter 11 Plan, the notes would be obtained upon
exercise of the rights and convertible into common stock of the
emerged company.

The Bankruptcy Court previously approved certain revisions made
to the Bid Procedures governing the Rights Offering, with respect
to the release provisions on Fairfax, as Backstop Investor that
pledged to provide substantial new capital to the Company through
the Commitment Agreement.  The Revised Release Provisions were
agreed among the Debtors, Fairfax and the Official Committee of
Unsecured Creditors.  The Honorable Mr. Justice Clement Gascon,
J.S.C., of the Superior Court Commercial Division for the
District of Montreal in Quebec, Montreal, Canada also entered an
order on June 10, 2010, authorizing the applicants under the
Companies' Creditors Arrangement Act in Canada to implement the
Bid Procedures.

In approving the Backstop Commitment Agreement, Judge Carey
permits the Debtors to pay all amounts due, including "aggregate
commitment payments" as the term is defined under the Agreement.
The Bankruptcy Court also authorizes the Debtors to pay amounts
arising from the implementation and effectuation of transactions
contemplated under the Commitment Agreement, including the
payment of fees and expenses of an escrow agent pursuant to an
escrow agreement among the Debtors, the Escrow Agent and the
Creditors' Committee.

The Bankruptcy Court's Backstop Commitment Agreement Approval
Order is consistent with a proposed order submitted by the
Debtors.  Judge Carey specifically noted, however, that "the
Termination Payment, if payable, pursuant to the Backstop
Commitment Agreement, will be an administrative claim against
each of the Debtors, other than Bowater Canada Finance
Corporation, pursuant to Section 503 of the Bankruptcy Code."

The Termination Payment refers to the aggregate payment to be
paid by AbitibiBowater to all Investors upon the earlier to occur
of (i) the effective date of the Chapter 11 Plan; or (ii) the
effective date of any alternative transaction or other plan, if
the Commitment Agreement is terminated, in amounts set forth in
the Agreement.

The Bankruptcy Court also authorizes the Debtors to make, execute
and deliver one or more non-material amendments, waivers or
supplements to the Commitment Agreement in a form agreed by the
parties that is consistent with the Debtors' Chapter 11 Plan, as
amended, with the consent of the Creditors' Committee.  In line
with this, Judge Carey directs the Debtors to send any non-
material amendments, waivers or supplements to:

  * the counsel for the Monitor overseeing the Canadian Debtors'
    CCAA proceedings in Canada;

  * the counsel for the Creditors' Committee;

  * the Office of the United States Trustee;

  * counsel to Wilmington Trust Company, in its capacity as
    indenture trustee for the 7.95% Notes issued by Bowater
    Canada Finance Corporation; and

  * counsel to Aurelius Capital Management, LP; and

  * Contrarian Capital Management, LLC.

Approval of the Bankruptcy Court will be required for any
material amendments, waivers or supplements to the Commitment
Agreement, including, without limitation, extension of the
Outside Date, amendments to the terms of the Aggregate Commitment
Payments or imposition of material conditions precedent.

Subject to entry of an order approving the Disclosure Statement,
Judge Carey authorizes the Debtors to execute, and deliver all
instruments and take any other actions to implement and
effectuate the transactions contemplated by the Plan Support
Agreement, as defined in the Commitment Agreement, and any other
documents relating to the Commitment Agreement.

"For the avoidance of doubt, the failure of BCFC to support the
Plan, in and of itself, [will] not constitute a breach of the
Plan Support Agreement," Judge Carey ruled.

"We are pleased with [the Bankruptcy] 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,"
AbitibiBowater President and Chief Executive Officer David J.
Paterson said in an official statement.

"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," Mr. Paterson said.

Full-text copies of the Bankruptcy Court's Order and the Court-
approved Backstop Commitment Agreement are available for free at:

   http://bankrupt.com/misc/ABH_ORDCommitmentPact.pdf
   http://bankrupt.com/misc/ABH_BackstopCommitmentPact.pdf

                     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: Court OKs Consent No. 9 to Credit Pact
----------------------------------------------------------
Bankruptcy Judge Kevin Carey authorized AbitibiBowater Inc. and
its units to enter into "Consent No. 9" to the 2009 Credit
Agreement they are a party to with Law Debenture Trust Company of
New York, as administrative agent, and certain lender parties.

The Ninth Consent to the DIP Facility provides for the consent of
the DIP Agent and the Lenders to Bowater Inc.'s intent to pay for
the fees and expenses of (1) APS Services, LLC and (2) Togut,
Segal & Segal LLP, on behalf of Bowater Canada Finance
Corporation, a wholly owned subsidiary of Bowater Inc., organized
as an unlimited liability company under Nova Scotia law.

BCFC issued notes in the principal amount of $600 million
pursuant to an October 2001 indenture for 7.95% notes due 2011;
whereby Bowater serves as guarantor and the Bank of New York
serves a trustee. The Debtors sought to retain APS Services and
the Togut Firm on the premise that in the event of a winding up
of BCFC, BCFC may have potential claims against Bowater in
relation to the BCFC notes pursuant to Section 135 of the
Companies Act (Nova Scotia).

Specifically, BCFC is seeking to retain APS Services as its
special advisor, Lisa Donahue to serve as its vice president for
restructuring, and the Togut Firm as its conflicts counsel.  BCFC
requires the services of the Firms to pursue a review of the
potential claims and to represent its interests in relation to
the potential claims.

                     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: Proposes Work Fee Letter With Exit Arrangers
----------------------------------------------------------------
The consummation of the AbitibiBowater's Chapter 11 Plan of
Reorganization, as well as the CCAA Plan of Arrangement and
Compromise in Canada, depend, among other things, on obtaining
exit financing sufficient to meet the Company's cash obligations
under the Plans and to provide the reorganized Company with
appropriate working capital after emergence.  The Company
presently anticipates that it will need more than $2.3 billion in
total capital to fund its emergence from bankruptcy.

To facilitate the process of locating the necessary exit
financing, the Company obtained the services of J.P. Morgan
Securities Inc., Barclays Capital and Citigroup Global Markets,
Inc., as arrangers, to (i) provide capital structuring services
regarding Exit Financing proposals; (ii) make proposals for
potential Exit Financing facilities; and (iii) perform necessary
due diligence of the Company.

By this motion, the Debtors seek permission from Judge Carey to
enter into a work fee letter with the Arrangers as part of the
Debtors' exit financing process, pay certain fees and expenses,
and furnish certain indemnities.

According to Sean T. Greecher, Esq., at Young Conaway Stargatt &
Taylor, LLP, in Wilmington, Delaware, the Work Fee Letter
essentially contemplates that the Arrangers will provide capital
structuring services in relation to the Exit Financing.  In
exchange, AbitibiBowater has agreed that it will:

  * pay the Arrangers an aggregate work fee of $1.2 million;

  * reimburse reasonable and documented fees and expenses of the
    Arrangers, and make an advanced payment of $300,000; and

  * indemnify the Arrangers, their affiliates and officers,
    employees, agents, directors, and advisors against any
    expenses, losses, claims, or liabilities that may occur in
    connection with proposed Exit Financing or evaluations under
    the Work Fee Letter, except to the extent that the expenses,
    losses, claims, or liabilities resulted from gross
    negligence or willful misconduct of the Arrangers.

The Debtors further propose that all amounts payable to the
Arrangers under the Work Fee Letter may be credited or applied to
any subsequent amounts that may be earned by the Arrangers should
they agree later to provide the Exit Financing Facilities.

The Debtors specifically propose that if the Arrangers
subsequently agree to provide or participate in any Exit
Financing Facilities, the work fee earned by each Arranger can be
credited against any financing fees payable to them.  Similarly,
the Debtors add, any unused portion of the advanced payment for
reimbursable expenses can be applied against expense
reimbursement that may become owed to the Arrangers in connection
with the Exit Financing Facilities.

Mr. Greecher asserts that the fees, expenses and indemnities to
be provided to the Arrangers under the Work Fee Letter
appropriately constitute "actual necessary costs and expenses of
preserving the estates" under Section 503(b)(1)(A) of the
Bankruptcy Code.  In this light, the Debtors seek that the
payment of fees and expenses to the Arrangers be deemed as
allowed administrative expenses.

"The Work Fee Letter is not a commitment or agreement by any
Arranger to arrange or participate in any Exit Financing
transaction, and the Company will separately seek the Court's
authority to enter into one or more commitment letters,
indentures, credit agreements or other financing documents with
respect to the Exit Financing Facilities at the appropriate
time," Mr. Greecher clarifies.

A full-text copy of the Proposed Work Fee Letter is available for
free at http://bankrupt.com/misc/ABH_ProposedWorkFeeLetter.pdf

Rule 6004(h) of the Federal Rules of Bankruptcy Procedure
provides that "[a]n order authorizing the use, sale or lease of
property other than cash collateral is stayed until the
expiration of 14 days after the entry of the order, unless the
court orders otherwise."  However, the Debtors' current request
is essential for the Exit Financing process and any delay with
respect to the Arrangers' services could be detrimental to that
process, Mr. Greecher says.  Accordingly, the Debtors aver that
cause exists to justify a waiver of the stay imposed by
Bankruptcy Rule 6004(h).

The Court will convene a hearing to consider the Debtors' request
on July 15, 2010.  Objections are due on July 8.

                     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).


ADVANCED MICRO: Unveils Exchange Offer for 8.125% Senior Notes
--------------------------------------------------------------
Advanced Micro Devices, Inc., filed with the Securities and
Exchange Commission a prospectus in connection with an offer to
exchange $500,000,000 principal amount of its 8.125% Senior Notes
due 2017 which have been registered under the Securities Act, for
any and all of its outstanding 8.125% Senior Notes due 2017.

The exchange offer expires at 5:00 p.m., New York City time, on
July 22, 2010, unless extended.

AMD will exchange all outstanding notes that are validly tendered
and not validly withdrawn for an equal principal amount of a new
series of notes that are registered under the Securities Act.  The
exchange offer is not subject to any conditions other than that it
not violate applicable law or any applicable interpretation of the
staff of the SEC.

The exchange of notes will not be a taxable event for U.S. federal
income tax purposes.  AMD will not receive any proceeds from the
exchange offer.

The terms of the new series of notes are substantially identical
to the terms of the outstanding notes, except for transfer
restrictions and registration rights relating to the outstanding
notes.

Holders may tender outstanding notes only in denominations of
$2,000 and integral multiples of $1,000.  AMD's affiliates may not
participate in the exchange offer.

Each broker-dealer that receives new notes for its own account
pursuant to the exchange offer must acknowledge that it will
deliver a prospectus in connection with any resale of such new
notes.

A full-text copy of the prospectus is available at no charge at
http://ResearchArchives.com/t/s?659c

                   About Advanced Micro Devices

Headquartered in Sunnyvale, California, Advanced Micro Devices
Inc. (NYSE: AMD) -- http://www.amd.com/-- provides innovative
processing solutions in the computing, graphics and consumer
electronics markets.

                          *     *     *

Advanced Micro carries a 'B-' corporate credit rating from
Standard & Poor's and a 'Ba3' corporate family rating from
Moody's.

Standard & Poor's Ratings Services said it placed its 'B-'
corporate credit and senior unsecured ratings on Sunnyvale,
Calif.-based graphics and microprocessor designer Advanced Micro
Devices Inc. on CreditWatch with positive implications.


ADVANCED MICRO: Unveils Exchange Offer for 8.125% Senior Notes
--------------------------------------------------------------
Kristina Doss at Dow Jones Daily Bankruptcy Review reports that
Judge Peter J. Walsh of the U.S. Bankruptcy Court for the District
of Delaware has authorized Beazer Homes USA Inc. subsidiary --
Beazer Homes Holdings Corp. -- to purchase 232 undeveloped lots
for $27,800 each -- for a total of $6.4 million -- from DBSI Inc.
The lots, which make up a property known as Surprise Farms, are
located in the Phoenix suburbs approximately 25 miles northwest of
downtown Phoenix.

According to the report, Judge Walsh said proceeds from the sale
can be used to pay the commission for Westland Properties Group,
which helped market the property.  He also said the net proceeds
from the sale can be used to pay what DBSI owes DBSI 2006 Notes
Corp.

According to the report, Chapter 11 Trustee James R. Zazzali, who
oversees DBSI during its bankruptcy case, said in court papers
that the company borrowed money from DBSI 2006 Notes to acquire
and develop Surprise Farms and purportedly owes $10.5 million.

                            About DBSI

Headquartered in Meridian, Idaho, DBSI Inc. and its affiliates
were engaged in numerous commercial real estate and non-real
estate projects and businesses.  On November 10, 2008, and other
subsequent dates, DBSI and 180 of its affiliates filed for Chapter
11 protection (Bankr. D. Del. Case No. 08-12687).  Lawyers at
Young Conaway Stargatt & Taylor LLP represent the Debtors as
counsel.  The Official Committee of Unsecured Creditors tapped
Greenberg Traurig, LLP, as its bankruptcy counsel.  Kurtzman
Carson Consultants LLC is the Debtors' notice claims and balloting
agent.  When the Debtors sought protection from their creditors,
they estimated assets and debts between $100 million and $500
million.  Joshua Hochberg, a former head of the Justice Department
fraud unit, served as an Examiner and called the seller and
servicer of fractional interests in commercial real estate an
"elaborate shell game" that "consistently operated at a loss" in
his report released in Oct. 2009.  On Sept. 11, 2009, the
Honorable Peter J. Walsh entered an Order appointing James R.
Zazzali as Chapter 11 trustee for the Debtors' estates.


ALL-AMERICAN SPORTPARK: Posts $150,848 Net Loss in Q1 2010
----------------------------------------------------------
All-American SportPark, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $150,848 on $558,571 of revenue for
the three months ended March 31, 2010, compared with a net loss of
of $184,774 on $550,019 of revenue for the same period of 2009.

The Company's balance sheet at March 31, 2010, showed
$1,499,302 in assets and $11,227,900 of liabilities, for a
stockholders' deficit of $9,728,598.

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

               http://researcharchives.com/t/s?6592

Las Vegas, Nev.-based All-American SportPark, Inc., manages and
operates the Callaway Golf Center (CGC).  The CGC includes a par 3
golf course fully lighted for night golf, a 110-tee two-tiered
driving range, and a 20,000 square foot clubhouse, which includes
the Callaway Golf fitting center, Saint Andrews Golf Shop
exclusively carrying Callaway Golf products, and Back 9 Bar and
Grill.


AMBAC FINANCIAL: Enters Into Add'l Debt for Equity Exchanges
------------------------------------------------------------
Ambac Financial Group, Inc. has entered into a series of
additional debt for equity exchanges with certain holders of
Ambac's 9a...oe% debentures, due August 2011.  Under the terms of
the exchange agreements, the Company issued 8,602,414 shares of
Ambac's common stock to the bondholders in exchange for
approximately $11.8 million in aggregate principal amount of debt.
Following the issuance of the shares there will be 302,022,750
common shares outstanding.

Since early June Ambac has issued an aggregate of 13,638,482
shares of its common stock in exchange for $20.3 million in
aggregate principal amount of its 9a...oe% debentures, due August
2011.

                     About Ambac Financial

Headquartered in New York, Ambac Financial Group, Inc., through
its subsidiaries, provided financial guarantees and financial
services to clients in both the public and private sectors around
the world.

The Company's balance sheet as of December 31, 2009, showed
$18.886 billion in assets and $20.520 billion in debts, resulting
in a stockholders' deficit of $1.634 billion.

KPMG LLP, in New York, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the significant deterioration of the
guaranteed portfolio coupled with the inability to write new
financial guarantees has adversely impacted the business, results
of operations and financial condition of the Company's operating
subsidiary.  KPMG also noted that of the Company's limited
liquidity.


AMERICAN CAPITAL: Reports Removal of 'Going Concern' Doubt
----------------------------------------------------------
American Capital Ltd. disclosed that following the restructuring
of its unsecured revolving line of credit facility and acceptance
and closing of private exchange offers for its public and private
notes completed on June 28, 2010, its independent registered
public accounting firm has updated its audit report to remove the
"going concern" paragraph related to the Company's financial
statements as of and for fiscal year ended December 31, 2009.
This revised opinion thereon was filed with the Securities and
Exchange Commission on a Form 8-K on June 30, 2010.

Also, the Company clarified certain statements made on its June
28, 2010 conference call regarding the provisions of its new
credit agreement and note indenture related to the payment of
dividends by the Company.  As indicated during the call, under
these agreements, the Company is currently limited to paying only
those dividends necessary for the Company to maintain its status
as a regulated investment company under the Internal Revenue Code
and those dividends must be paid with the capital stock of the
company to the extent permitted by applicable law.  However, these
agreements also provide that there will be no limitations on the
Company's ability to pay dividends, in cash or otherwise, if
certain conditions are met in the future, including that the
Company satisfies the 200% asset coverage requirement set forth in
the Investment Company Act of 1940, as amended, the Company is in
pro forma compliance with certain financial covenants, there are
no defaults under the agreements and the amount of debt
outstanding under the agreements is less than $1.4 billion.

                   About American Capital

American Capital -- 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.

This concludes the Troubled Company Reporter's coverage of
American Capital until facts and circumstances, if any, emerge
that demonstrate financial or operational strain or difficulty at
a level sufficient to warrant renewed coverage.


AMERICAN CAPITAL: S&P Raises Counterparty Credit Rating to 'B-'
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its long-
term counterparty credit rating on American Capital Ltd. to 'B-'
from 'SD'.  At the same time, S&P raised its issue-level rating on
ACAS's senior unsecured notes to 'B-' from 'D'.  The outlook is
negative.

"The rating action follows the company's June 28, 2010,
announcement that it has consummated the exchange of its
$2.350 billion outstanding unsecured debt with $1.03 billion in
cash and issuance of $1.31 billion of new secured notes and loans
with a maturity of Dec. 31, 2013," said Standard & Poor's credit
analyst Sebnem Caglayan.  At the same time, the company received
100% consent of the lenders under the unsecured revolving credit
facility to restructure the credit agreement.  Because the
exchange offer includes issuing new secured notes that extend the
original maturity of certain unsecured debt obligations, S&P had
viewed it as a distressed exchange under S&P's published criteria,
and had lowered the counterparty credit rating to 'SD' upon the
consummation of the exchange.

The 'B-' rating reflects the significant reduction in total debt
as a result of the exchange, but also S&P's concern that the firm
pro forma for the exchange will still have leverage and interest
coverage metrics that are weak relative to peers'.  In addition,
the firm is likely to realize losses on investments that have been
written down.  The $1.03 billion reduction in total debt and the
extended maturity of the unsecured portion of total debt to
Dec. 31, 2013, should enable ACAS to avoid a covenant violation in
the near term.

Nevertheless, given the high level of nonaccruing assets and the
increased interest rate on the new secured debt (compared to the
interest rate of the existing unsecured debt at issue), S&P
believes that interest coverage metrics may remain under pressure.
Pro forma for the $1.032 billion up-front cash payment and the
recent $295 million equity offering, S&P estimate that the
company's debt-to-equity ratio will improve to 1.06x from 1.59x,
the debt-to-EBITDA ratio (excluding unrealized and realized gains
and losses and PIK accruals) will improve to 10.9x from 14.6x, and
the EBIT interest coverage (excluding PIK income and unrealized
and realized gains and losses) will improve to 1.92x from 1.09x.
These metrics are better, but still weak compared to ACAS's
business-development company peers.

The negative outlook reflects S&P's expectation that ACAS's
interest-coverage metrics will remain under pressure pro forma for
the exchange.  Although the firm does not face mandatory
amortization payments on its debt until December 2012, S&P expects
management to reduce leverage further over an extended period.
S&P could revise the outlook to stable if the firm improves its
leverage and interest-coverage metrics, maintains adequate
liquidity, and stabilizes its portfolio performance.


ANGEL ACQUISITION: Reports Earnings of $113,500 for Q1 2010
-----------------------------------------------------------
Angel Acquisition Corp. filed its quarterly report on Form 10-Q,
reporting net income of $113,468 on $29,030 of revenue for the
three months ended March 31, 2010, compared with net income of
$1,140,615 on $48,512 of revenue for the same period of 2009.

Loss from operations for the three months ended March 31, 2010,
was $106,192, as compared to a loss from operations of $283,749
for the three months ended March 31, 2009.

At March 31, 2010, the Company's balance sheet showed
$1,767,604 in total assets and $3,414,840 in total liabilities,
for a shareholders' deficit of $1,647,236.

The Company has been unable to generate sufficient operating
revenues and has incurred operating losses.

Gruber & Company, LLC, in Lake Saint Louis, Mo., expressed
substantial doubt about the Company's ability to continue as a
going concern after auditing the Company's financial statements
for the year ended December 31, 2009.  The independent auditors
noted that the Company is dependent upon the available cash on
hand and either future sales of securities or upon its current
management or advances or loans from controlling shareholders or
corporate officers to provide sufficient working capital.

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

               http://researcharchives.com/t/s?6367

Carson City, Nev.-based Angel Acquisition Corp. was incorporated
under the laws of the state of Nevada on March 10, 1999, under the
name Palomar Enterprises, Inc.  The Company assists private
companies in the process of going public as well as being a
licensed mortgage broker and developer.


AVICENA GROUP: Caturano & Company Resigns as Accountant
-------------------------------------------------------
Caturano and Company P.C., Avicena Group Inc.'s independent
registered public accounting firm, notified the Company that it is
resigning as the Company's independent registered public
accounting firm, effective immediately.

The reports of Caturano & Company on the financial statements of
the Company for each of the two most recent fiscal years ended
December 31, 2007 and December 31, 2006, did not contain an
adverse opinion or disclaimer of opinion and were not qualified as
to uncertainty, audit scope or accounting principles for the two
most recent fiscal years and the one subsequent interim period for
2008, except as noted by Caturano and Company P.C.'s opinion in
its report dated April 15, 2008 on the Company's financial
statements as of December 31, 2007 and 2006, which report
expressed substantial doubt with respect to the Company's ability
to continue as a going concern and that the financial statements
did not include any adjustments that might result from the outcome
of this uncertainty.

During the two most recent fiscal years ended December 31, 2007
and December 31, 2006 and the subsequent period through the date
of resignation, there were no disagreements between the Company
and Caturano and Company P.C. on any matters of accounting
principles or practices, financial statement disclosure or
auditing scope or procedure, which, if not resolved to the
satisfaction of Caturano and Company P.C. would have caused it to
make reference to the subject matter of the disagreement in
connection with its reports on the financial statements for those
periods.

                       About Avicena Group

Headquartered in Palo Alto, Calif., Avicena Group Inc. (OTC BB:
AVGO.OB) -- http://www.avicenagroup.com/ -- is a late-stage
biotechnology company that develops central nervous system
therapeutics for neurodegenerative diseases.  The company's core
technologies have broad applications in both pharmaceuticals and
dermaceuticals.  Avicena's pharmaceutical program centers on rare
neurological disorders.  Unlike traditional biotechnology
companies, Avicena's clinical programs are largely funded by
government and non-profit organizations.  Avicena presently
derives revenue from the sale of proprietary dermaceutical
ingredients to skin care manufacturers.

Avicena Group's unaudited balance sheet as at March 31, 2008,
showed total assets of $832,553, total liabilities of $11,774,635,
convertible preferred stock of $3,621,463, resulting to a
$14,563,545 stockholders' deficit.


AYALA FAMILY: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Ayala Family, LLC
        3501 14th Street, NW
        Washington, DC 20010

Bankruptcy Case No.: 10-00632

Chapter 11 Petition Date: June 28, 2010

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

Judge: S. Martin Teel, Jr.

Debtor's Counsel: Richard H. Gins, Esq.
                  The Law Office of Richard H. Gins LLC
                  3 Bethesda Metro Center, Suite 430
                  Bethesda, MD 20814
                  Tel: (301) 718-1078
                  Fax: (301) 718-8659
                  E-mail: Richard@ginslaw.com

Estimated Assets: Not Stated

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

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

The petition was signed by Nelson Ayala, managing member.


BACCHUS DEVELOPMENT: Expects to Emerge From Bankruptcy on July 1
----------------------------------------------------------------
Kristen Schott at OCMetro reports that a bankruptcy judge in
California confirmed a Chapter 11 plan of reorganization of
Bacchus Development.  The Company said it expects to emerge from
bankruptcy on July 1, 2010.

Irvine, California-based Bacchus Development filed for Chapter 11
on September 4, 2009 (Bankr. C.D. Calif. Case No. 09-19457).  The
Company's affiliates, Bacchus Investment Group, LLC, and Bacchus
Commercial, LLC, also filed for bankruptcy protection.  Marc J.
Winthrop, Esq., who has an office in Newport Beach, California,
assists Bacchus Development in its restructuring efforts.  The
Company listed $1,000,001 to $10,000,000 in assets and $500,001 to
$1,000,000 in liabilities.


BANKRATE INC: Deal Upsizing Won't Affect S&P's 'B' Note Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on
Bankrate Inc.'s senior secured notes due 2015 remain unchanged
following the company's upsizing of the deal to $300 million from
$280 million.  The notes are rated preliminary 'B', and S&P
expects to assign them a recovery rating of '4' upon the
transaction's closing.  The company plans to use net proceeds to
help fund the acquisition of NetQuote Inc. and CreditCards.com for
$205 million and $145 million, respectively.  S&P also expect to
assign the company a 'B' corporate credit rating with a stable
outlook once the transaction closes.

                           Ratings List

                           Bankrate Inc.

       Corporate Credit Rating (expected)       B/Stable/--
       $300M sr secd nts due 2015               B (prelim)
         Recovery Rating (expected)             4


BARBARA MAJOR: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Barbara C. Major
        P.O. Box 50403
        Henderson, NV 89016

Bankruptcy Case No.: 10-22035

Chapter 11 Petition Date: June 28, 2010

Court: U.S. Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Bruce A. Markell

Debtor's Counsel: Christopher T. Smith
                  Law Offices of Christopher T. Smith
                  501 South Rancho Drive, Suite I-62
                  Las Vegas, NV 89106
                  Tel: (702) 560-8206
                  Fax: (702) 537-5736
                  E-mail: ctsmith@attorneyctsmith.com

Estimated Assets: $0 to $50,000

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

A copy of the Debtor's list of 20 largest unsecured
creditors filed together with the petition is available for
free at http://bankrupt.com/misc/nvb10-22035.pdf

The petition was signed by Debtor.


BEAR STEARNS: Judge Pares Liquidators' Suit Against Deloitte
------------------------------------------------------------
Bankruptcy Law360 reports that a federal judge has trimmed a suit
accusing accounting firm Deloitte & Touche LLP of professional
malpractice in connection with the 2007 collapse of two Bear
Stearns Cos. hedge funds that made risky bets in the subprime
mortgage market.

Law360 says Judge Alvin K. Hellerstein of the U.S. District Court
for the Southern District of New York on Friday dismissed a claim
by liquidators of two Bear Stearns hedge funds.

                        About Bear Stearns

New York City-based The Bear Stearns Companies Inc. (NYSE: BSC)
-- http://www.bearstearns.com/-- was a leading financial services
firm serving governments, corporations, institutions and
individuals worldwide.  The investment bank collapsed in 2008 and
was sold in a distressed sale to JPMorgan Chase in a transaction
backed by the U.S. government.

Grand Cayman, Cayman Islands-based Bear Stearns High-Grade
Structured Credit Strategies Enhanced Leverage Master Fund Ltd.
and Bear Stearns High-Grade Structured Credit Strategies Master
Fund Ltd. were open-ended investment companies, which sought high
income and capital appreciation relative to the London Interbank
Offered Rate, and designed for long-term investors.  On July 30,
2007, the Funds filed winding up petitions under the Companies Law
of the Cayman Islands.  Simon Lovell Clayton Whicker and Kristen
Beighton at KPMG were appointed joint liquidators.  The joint
liquidators filed for Chapter 15 petitions before the U.S.
Bankruptcy Court for the Southern District of New York the next
day.  On August 30, 2007, the Honorable Burton R. Lifland denied
the Funds protection under Chapter 15 of the Bankruptcy Code.


BROWN PUBLISHING: Parties Have Until July 22 to Competing Bids
--------------------------------------------------------------
Ben Sutherly, staff writer of Dayton Daily News, reports that
interested purchasers for the assets of Brown Publishing Co. have
until July 16, 2010, at 2:00 p.m., to submit their offers.

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

An auction will take place 10 a.m. Monday, July 19, in New York,
New York, through the U.S. Bankruptcy Court if a bid in addition
to Brown Media's is submitted by July 16.  A sale hearing is set
for July 22, 2020, if an auction is necessary.  Objections to the
sale are due July 20, 2010.

                  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.


BUCYRUS COMMUNITY: Wants Until November 16 to File Chapter 11 Plan
------------------------------------------------------------------
Bucyrus Community Hospital, Inc., asks the U.S. Bankruptcy Court
for the Northern District of Ohio to extend its exclusive period
to file a Chapter 11 Plan from July 19, 2010, until November 16;
and (b) its exclusive period to solicit acceptance of the proposed
Plan from September 15, until January 13.

Bucyrus, Ohio-based Bucyrus Community Hospital, Inc., filed for
Chapter 11 bankruptcy protection on March 19, 2010 (Bankr. N.D.
Ohio Case No. 10-61078).  Melissa Asbrock, Esq., and Shawn M.
Riley, Esq., at McDonald Hopkins LLC, assist the Company in its
restructuring effort.  The Company estimated its assets and debts
at $10,000,001 to $50,000,000.

The Company's affiliate, Bucyrus Community Physicians, Inc., filed
a separate Chapter 11 petition (Case No. 10-61081) on March 19,
2010, estimating its assets and debts at $500,000 to $1 million.


BUILDERS FIRSTSOURCE: JLL & Warburg Pincus Hold 50.5% of Shares
---------------------------------------------------------------
Entities affiliated with Warburg Pincus and entities affiliated
with JLL Partners, Inc., in the aggregate may be deemed to
beneficially own 48,792,009 shares, representing 50.5% of all of
the outstanding shares of Common Stock of Builders FirstSource,
Inc.

Effective on June 22, 2010, Building Products, LLC, and JWP LLC,
of which JLL Fund V and Warburg Pincus Fund IX were the only
members, were dissolved.  As a result of the Building Products
Dissolution and the JWP Dissolution, JLL Holdings directly owns
24,344,584 shares of Builders FirstSource Common Stock and Warburg
Pincus Fund IX directly owns 24,447,425 Builders FirstSource
shares.

JLL Holdings is the direct owner of, and may be deemed the
beneficial owner of, 24,344,584 shares of the Company's Common
Stock, which represents 25.2% of the outstanding shares of the
Company's Common Stock.  Warburg Pincus Fund IX may be deemed to
be the beneficial owner of 24,447,425 shares of the Company's
Common Stock, which represent 25.3% of the outstanding shares of
the Company's Common Stock.

On June 22, 2010, JLL Holdings and Warburg Pincus Fund IX entered
into a stockholders' agreement, pursuant to which JLL Holdings and
Warburg Pincus Fund IX agreed to vote the shares of the Company's
Common Stock held by them and their affiliates in favor of the
election to the board of directors of the Company of designees of
each of JLL Holdings and Warburg Pincus Fund IX.  As a result of
the voting arrangements set forth in the Stockholders' Agreement,
JLL Holdings and Warburg Pincus Fund IX may be deemed to have
formed a group for purposes of Sections 13(d) and 13(g) of the
Securities Exchange Act of 1934, as amended.

                  About Builders FirstSource

Headquartered in Dallas, Texas, Builders FirstSource Inc. --
http://www.bldr.com/-- is a supplier and manufacturer of
structural and related building products for residential new
construction.  The company operates in 9 states, principally in
the southern and eastern United States, and has 55 distribution
centers and 51 manufacturing facilities, many of which are located
on the same premises as its distribution facilities.

The Company's balance sheet at March 31, 2010, showed
$491.0 million in total assets and $282.4 million in total
liabilities, for a $218.6 million stockholders' equity.

                           *     *     *

According to the Troubled Company Reporter on Jan. 28, 2010,
Standard & Poor's Ratings Services raised its corporate credit
rating on Dallas-based Builders FirstSource Inc., a manufacturer
and supplier of building products for new residential
construction, to 'CCC+' from 'SD'.  The outlook is positive.


CAROLINA PARK: Chapter 11 Reorganization Case Dismissed
-------------------------------------------------------
The Hon. David R. Duncan of the U.S. Bankruptcy Court for the
District of South Carolina to dismissed Carolina Park Associates,
LLC's bankruptcy case.

Palmetto Debt Holding Group, LLC, a secured creditor, was joined
by The Town of Mount Pleasant, a creditor, in its motion to
dismiss the Debtor's case.

The Court ruled that David L. Peter did not have the requisite
authority to file a bankruptcy petition on behalf of the Debtor.

Fairfax, Virginia-based Carolina Park Associates, LLC, a Delaware
LLC, filed for Chapter 11 bankruptcy protection on May 17, 2010
(Bankr. D. S.C. Case No. 10-03524).  The Company listed
$100,000,001 to $500,000,000 in assets and $10,000,001 to
$50,000,000 in liabilities.


CENTAUR LLC: Wants Plan Solicitation Exclusivity Until Sept. 30
---------------------------------------------------------------
Centaur, LLC, et al., ask the U.S. Bankruptcy Court for the
District of Delaware to extend their exclusive period to solicit
acceptances for the proposed Chapter 11 Plan until September 30,
2010.

The Debtors said that the extension will provide necessary time to
complete the mediation, to focus on continuing negotiations, and
to proceed toward a consensual or non-consensual plan that will
enable a global reorganization of the Debtor's operations.

The Debtors propose a hearing on their exclusivity extension on
July 28, at 11:00 a.m. (ET).  Objections, if any, are due on
July 21, at 4:00 p.m. (ET).

Indianapolis, Indiana-based, Centaur, LLC, aka Centaur Indiana,
LLC -- http://www.centaurgaming.net/-- is an company involved in
the development and operation of entertainment venues focused on
horse racing and gaming.

The Company filed for Chapter 11 bankruptcy protection on March 6,
2010 (Bankr. D. Delaware Case No. 10-10799).  Jeffrey M. Schlerf,
Esq., at Fox Rothschild LLP, assists the Company in its
restructuring effort.  The Company estimated its assets and debts
at $500,000,001 to $1,000,000,000 as of the Petition Date.


CENTRAL DELAWARE: Section 341(a) Meeting Scheduled for July 23
--------------------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of Central
Delaware Materials, LLC's creditors on July 23, 2010, at
9:30 a.m.  The meeting will be held at J. Caleb Boggs Federal
Building, 2nd Floor, Room 2112, Wilmington, Delaware 19801.

This is the first meeting of creditors required under Section
341(a) of the U.S. Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend. This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Smyrna, Delaware-based Central Delaware Materials, LLC, filed for
Chapter 11 bankruptcy protection on June 18, 2010 (Bankr. D. Del.
Case No. 10-11981).  Adam Hiller, Esq., at Pinckney, Harris &
Weidinger, LLC, assists the Company in its restructuring effort.
The Company estimated its assets and debts at $1,000,001 to
$100,000,000.


CENTRAL DELAWARE: Taps Pinckney Harris as Bankruptcy Counsel
------------------------------------------------------------
Central Delaware Materials, LLC, has asked for authorization from
the U.S. Bankruptcy Court for the District of Delaware to employ
Pinckney, Harris & Weidinger, LLC as bankruptcy counsel, nunc pro
tunc to the Petition Date.

Pinckney Harris will, among other things:

     a. assist the Debtor in maximizing the value of assets for
        the benefit of creditors and other parties in interest, as
        applicable;

     b. commence and prosecute any and all necessary and
        appropriate actions and/or proceedings on behalf of the
        Debtor and its estate, to the extent mutually acceptable
        terms of agreement are reached between the Debtor and
        Pinckney Harris;

     c. prepare applications, motions, answers, orders, reports
        and other legal papers necessary in this bankruptcy
        proceeding; and

     d. appear in Court to represent and protect the interests of
        the Debtor and its estate.

The Debtor and Pinckney Harris didn't disclose how Pinckney Harris
will be compensated for its services.

To the best of the Debtor's knowledge, Pinckney Harris 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.

Smyrna, Delaware-based Central Delaware Materials, LLC, filed for
Chapter 11 bankruptcy protection on June 18, 2010 (Bankr. D. Del.
Case No. 10-11981).  The Company estimated its assets and debts at
$1,000,001 to $100,000,000.


CHELSEA HEIGHTS: Section 341(a) Meeting Scheduled for July 22
-------------------------------------------------------------
The U.S. Trustee for Region 18 will convene a meeting of Chelsea
Heights LLC's creditors on July 22, 2010, at 1:30 p.m.  The
meeting will be held at Courtroom J, Union Station, 1717 Pacific
Avenue, Tacoma, WA 98402.

This is the first meeting of creditors required under Section
341(a) of the U.S. Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend. This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Tacoma, Washington-based Chelsea Heights LLC filed for Chapter 11
bankruptcy protection on June 18, 2010 (Bankr. W.D. Wash. Case No.
10-44959).  Timothy W. Dore, Esq., at Ryan Swanson & Cleveland
PLLC, assists the Company in its restructuring effort.  The
Company estimated its assets and debts at $10,000,001 to
$50,000,000.


CINEMARK USA: S&P Raises Rating on Secured Debt to 'BB-'
--------------------------------------------------------
Standard & Poor's Ratings Services revised its recovery rating on
Cinemark USA Inc.'s secured debt to '2', indicating its
expectation of substantial (70% to 90%) recovery for secured
lenders in the event of a payment default, from '3'.  S&P raised
the issue-level rating on this debt to 'BB-' (one notch higher
than the 'B+' corporate credit rating on holding company parent
Cinemark Holdings Inc.) from 'B+', in accordance with S&P's
notching criteria for a '2' recovery rating.

At the same time, S&P affirmed all other ratings, including the
'B+' corporate credit rating on Cinemark Holdings Inc.

The revision of the recovery rating reflects an increase in S&P's
estimate of enterprise value and a lowering of S&P's estimate of
secured debt balances at the time of the simulated default within
its recovery analysis of Cinemark.

Standard & Poor's Ratings Services' 'B+' rating on Cinemark
Holdings Inc. reflects S&P's expectation that over the near term,
leverage could increase as a result of box-office declines due to
difficult comparisons with 2009.  S&P also expect that
discretionary cash flow will likely be consumed by higher capital
spending in 2010.

Cinemark is subject to the fluctuating popularity of Hollywood
films, the mature and highly competitive nature of the U.S. motion
picture exhibition industry, competition from other exhibitors and
alternative entertainment sources, and high lease-adjusted
leverage.  The company was able to reduce its leverage to 5.0x
because of the standout box-office results in 2009 and the first
quarter of 2010.

Cinemark, the third-largest movie exhibitor in the U.S, owns and
operates 423 theaters and 4,884 screens in the U.S. and Latin
America as of March 31, 2010, and is the second-largest movie
exhibitor worldwide.  Unlike other exhibitors, the company has
significant presence outside the U.S. in 13 countries, with
international operations primarily in Latin America.  Cinemark's
box office has been outperforming over the past several quarters.
The company has had success in selecting sites and building
appropriately sized theaters.


CIRCUIT CITY: Plan Confirmation Hearing Continued to July 22
------------------------------------------------------------
Judge Kevin R. Huennekens of the U.S. Bankruptcy Court for the
Eastern District of Virginia has ordered Circuit City Stores,
Inc. and its debtor-affiliates and the Official Committee of
Unsecured Creditors to commence and complete mediation of any
remaining dispute between them relating to the Debtors' First
Amended Joint Plan of Liquidation within 30 days.

Accordingly, the status hearing on the confirmation of the
Debtors' Liquidation Plan has been continued to July 22, 2010, at
10:00 a.m.

The Court told the parties to be prepared to discuss the results
of mediation at the July 22 status conference, and to make sure
"the decision makers" attend the mediation.

"I'm disappointed [the two sides] were not able to resolve this
without mediation," the Richmond Times-Dispatch quoted Judge
Huennekens as saying.

As previously reported, Judge Huennekens gave the parties until
June 24, 2010, to work out their differences with respect to the
Joint Plan.  The Debtors and the Creditors Committee are at odds
about the details in the bylaws and the makeup of a committee
that will oversee a liquidating trust set up to hand out any
remaining funds from the sale of the company's assets.

According to the report, lawyers for Circuit City and the
Creditors Committee said that an all-out effort to reach a
compromise had fallen short and they needed outside help.

"We have run out of time," the Times-Dispatch quoted Gregg M.
Galardi, Esq., Circuit City's lead counsel, as saying at the June
24 hearing.  "We are still very close, but we're not there."

Robert J. Feinstein, Esq., counsel for the Creditors Committee,
explained that the parties worked until the "wee hours of the
night" trying to reach a compromise but added that they "just
have differences."

Louis Llovio of the Richmond Times-Dispatch said the mediation
should begin in the next couple of weeks.  If mediation doesn't
work, the Debtors' and the Committee's competing plans would be
considered by the court.
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).


CIRCUIT CITY: Wants Quebecor World's Claim Reclassified
-------------------------------------------------------
Circuit City Stores Inc. and its units ask the Court to reclassify
Quebecor World (USA) Inc.'s Claim No. 1283 to a general unsecured,
non-priority claim.

Circuit City Stores, Inc. and Quebecor are parties to a printing
agreement, dated September 1, 2003, as amended.  As part of the
Printing Agreement, the parties entered into a rider pursuant to
which they agreed that the Debtors would purchase paper
separately and provide it to Quebecor.

Quebecor also agreed to print promotional materials on the paper
provided by the Debtors and to prepare those materials for
mailing and delivery to newspaper distributors throughout the
United States.  Eleets delivered the Newspaper Inserts to the
Newspaper Distributors.  Federal Express delivered a small
portion of the Newspaper Inserts to Newspaper Distributors.

Eleets and Circuit City entered into an agreement, dated
September 7, 2007, for the transportation of Newspaper Inserts
between points in the U.S.  Under the Transportation Agreement,
Eleets performed services for Circuit City as an "independent
contractor."

Quebecor filed Claim No. 1283, pursuant to Section 503(b)(9) of
the Bankruptcy Code, for $722,441 based on certain Printing
Services allegedly rendered during the 20-day period before the
Petition Date.  Quebecor contends that the Printing Services are
"goods" that were "received" by Circuit City during the 20-day
period.

After reviewing the Claim and its supporting documentation, the
Debtors have determined that the Claim does not satisfy the
requirements of Section 503(b)(9).  Specifically, Quebecor failed
to meet its burden under Section 503(b)(9) to demonstrate that
the Printing Services are "goods" that were "received" by the
Debtors during the 20-day period before the Petition Date.

In addition, the Debtors have determined that the amount asserted
in the Claim is overstated and should be reduced to $675,232.

In a separate filing, the Debtors ask the Court for leave to file
the Agreements under seal.

                       About Circuit City

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

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

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

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

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

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


CKE RESTAURANTS: Stockholders OK Merger Deal With Apollo Units
--------------------------------------------------------------
CKE Restaurants, Inc.'s stockholders approved the proposal to
adopt the merger agreement providing for its acquisition by
entities created by certain affiliates of Apollo Management VII,
L.P.

The affirmative vote of the holders of a majority of the
outstanding shares of common stock of CKE was required to approve
the proposal to adopt the merger agreement.  According to the
final tally of shares voted, approximately 76% of the outstanding
shares of common stock of CKE as of the close of business on May
10, 2010, the record date, were voted to approve the proposal to
adopt the merger agreement.  Of the shares that were voted at the
meeting, approximately 99% were voted to approve the proposal to
adopt the merger agreement.

All approvals, consents or consultations required to consummate
the merger under U.S. antitrust laws have been obtained or made,
and accordingly, the related condition to the consummation of the
merger set forth in the merger agreement has been fully satisfied.
The consummation of the merger remains subject to the satisfaction
or waiver of certain other closing conditions set forth in the
merger agreement and discussed in detail in the Definitive Proxy
Statement on Schedule 14A filed with the Securities and Exchange
Commission by CKE on June 3, 2010.

                     About CKE Restaurants

Carpinteria, Calif.-based CKE Restaurants, Inc., through its
wholly-owned subsidiaries, owns, operates, franchises and licenses
the Carl's Jr., Hardee's, Green Burrito and Red Burrito concepts.

                         *     *     *

As reported by the Troubled Company Reporter on June 22, 2010,
Standard & Poor's Ratings Services said that its 'BB-' corporate
credit rating on the Carpinteria, Calif.-based CKE Restaurants
Inc. remains on CreditWatch, where it was placed with negative
implications on Feb. 26, 2010.  If the proposed acquisition by
Apollo is approved by shareholders and completed, S&P expects to
lower its corporate credit rating on CKE to 'B' from 'BB-', and
assign a stable rating outlook.  The stable outlook would reflect
S&P's expectation that CKE could maintain credit ratios
appropriate for the rating category, despite likely weaker
profitability as a result of sales declines.


COLONIAL BANCGROUP: Has Until August 20 to Propose Chapter 11 Plan
------------------------------------------------------------------
The Hon. Dwight H. Williams, Jr., of the U.S. Bankruptcy Coiurt
for the Middle District of Alabama extended The Colonial
BancGroup, Inc.'s exclusive periods to file and solicit
acceptances for a Chapter 11 plan until August 20, 2010, and
October 29, respectively.

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.


COMMSCOPE INC: Moody's Gives Positive Outlook, Keeps 'Ba3' Rating
-----------------------------------------------------------------
Moody's Investors Service revised CommScope Inc.'s ratings outlook
to positive from stable and affirmed its Ba3 corporate family
rating.  The change in outlook is driven by CommScope's
significant deleveraging since the December 2007 acquisition of
Andrew Corp. a leading provider of hardware for wireless carriers
and improved overall credit metrics.  The company continued to
generate strong levels of cash flow despite the economic downturn
which heavily impacted revenues.  Moody's expect the business to
recover in the near to medium term although weakness may continue
over the next few quarters.

CommScope has paid down over $1.1 billion in debt since closing
the Andrew acquisition and reduced leverage from just under 5.0x
to 3.0x for the quarter ended March 31, 2010 (on a Moody's
adjusted basis).  The company paid down debt from a combination of
free cash flow and issuance of common equity.  Through the
downturn management took the necessary steps including reducing
the cost structure of the business as well as improving the
capital structure by the issuance of additional common equity and
convertible debt.  Despite the downturn, management improved
EBITDA margins from 14.9% in 2008 to 18.3% for the last twelve
months ended March 31, 2010 as the integration of Andrew was
completed.  Credit metrics including free cash flow to debt of 26%
and cash/debt of 38% are very strong and more reflective of strong
Ba or higher rated specialty manufacturing companies.
Nonetheless, the company faces challenges in its ACCG business
unit, its largest segment and producer of antennae and related
products for the wireless industry, which continues to be impacted
by a slowdown in wireless infrastructure spending in key
international markets.  Year-over-year declines in the ACCG
business contributed to overall CommScope revenue declines in the
March 2010 quarter.  Wireless infrastructure spending is expected
to recover as increased bandwidth demand in developed markets spur
carrier spending and the build outs of developing markets resume,
however, timing remains uncertain and revenues likely not return
to the strong 2008 levels in the near term.

The ratings could be upgraded if the company is able to stabilize
revenues while maintaining operating margins and market share in
its key businesses, particularly its wireless components business.

These ratings were affirmed:

* Corporate family rating: Ba3

* Probability of Default: Ba3

* $400 million Senior Secured Revolving Credit Facility due 2013 -
  - Ba2, LGD3, 40%

* $753 million Senior Secured Term Loan (originally $1.35 billion)
  due 2014 -- Ba2, LGD3, 40%

* $358 million Senior Secured Term Loan (originally $750 million)
  due 2013 -- Ba2, LGD3, 40%

* Ratings Outlook: Positive

Moody's most recent communication on CommScope was June 17, 2009,
when Moody's revised CommScope's ratings outlook to stable from
negative.

CommScope Inc., headquartered in Hickory, North Carolina, is a
leading global provider of wired and wireless connectivity
solutions targeted towards cable and telecom service providers as
well as the enterprise market.  The company had 2009 sales of
approximately $3.0 billion.


COMMUNICATION INTELLIGENCE: Inks Financing Deal to Eliminate Debt
-----------------------------------------------------------------
Communication Intelligence Corporation has entered into definitive
agreements with Phoenix Venture Fund LLC, as lead investor, and
others to provide additional working capital to the Company while
also eliminating all existing indebtedness for borrowed money.

Pursuant to the agreements, holders of CIC's senior secured
indebtedness have agreed to exchange the Notes, which are expected
to total approximately $6.4 million, including up to $1 million
being issued under Amendment No. 2 to the Credit Agreement, dated
May 4, 2010, into shares of Series B Participating Convertible
Preferred Stock and CIC will issue up to $2 million of Series B
Preferred.  The Recapitalization and Offering will significantly
improve CIC's balance sheet and net worth with additional
liquidity.  The Recapitalization and Offering are expected to
close promptly after the Company's shareholder meeting scheduled
for late July or early August 2010.

Phoenix and its CEO, Philip Sassower, have been the primary source
of financial backing for CIC for over a decade.  The first wave
was in the emerging handwriting recognition market where Phoenix
provided both capital and active involvement with Philip Sassower
serving as the Company's Chairman and CEO.  Phoenix has also been
the primary source of financing for CIC's successful efforts to
achieve a leadership position in the emerging electronic signature
market.  Under the agreements, concurrent with the new financing,
Philip Sassower will rejoin the Company as its Chairman and CEO
thus allowing CIC's current Chairman and CEO, Guido DiGregorio, to
focus on operations and growing the business as President and COO.

"After a chaotic 2008 and 2009, financial institutions are on a
more solid footing and are beginning to increase their IT
budgets," stated Mr. Sassower.  "There are also indications that
banks and insurance companies are demonstrating a greater
willingness to invest in more efficient and cost-effective
solutions, such as CIC's market leading electronic signature
products.  The Recapitalization and Offering are aimed at
strengthening CIC's balance sheet and its position in a market
that we believe is accelerating.  Phoenix looks forward to working
with CIC and its seasoned management team, at this exciting
inflexion point for the Company."

"The Phoenix series of investments over the last decade reflects
confidence in CIC and acknowledges the progress achieved and
opportunity available to CIC and its investors in the electronic
signature market," stated Mr. DiGregorio.  "I welcome Phil's
renewed active involvement in the business and I look forward to
working with Phoenix in the pursuit of achieving sustainable and
profitable revenue growth.  Our objective continues to focus on
building customer loyalty by delivering exceptional value and I
welcome the opportunity to focus my energy fulltime on that
objective and on, once again, obtaining the shareholder value we
seek."

The Series B Preferred issued will rank senior to all outstanding
shares of CIC capital stock in terms of dividends, liquidation
preferences and other voting and special rights.  In addition, so
long as 20% of the shares of Series B Preferred originally issued
remain outstanding, Phoenix will be entitled to nominate and elect
two individuals to CIC's five-member Board of Directors and the
holders of a majority of the outstanding shares of Series B
Preferred will be entitled to nominate and elect one individual to
the Board.  The Series B Preferred will be convertible into the
Company's common stock at an initial conversion price of $0.06 per
share.

The Recapitalization and Offering are conditioned upon, among
other things, the approval by the Company's stockholders of
amendments to CIC's certificate of incorporation and the
satisfaction of customary closing conditions.  If the
Recapitalization and Offering are consummated, it is anticipated
that Phoenix will beneficially own approximately 41% of the
Company's common stock on a fully diluted basis.

                 About Communication Intelligence

Headquartered in Redwood Shores, California, Communication
Intelligence Corporation and its joint venture is a supplier of
electronic signature solutions for business process automation in
the financial industry as well as the recognized leader in
biometric signature verification.

The Company's auditors -- GHP Horwath, P.C. in Denver, Colorado --
have expressed substantial doubt about its ability to continue as
a going concern.

The Company's balance sheet at March 31, 2010, showed $5.0 million
in total assets and $5.9 million in total liabilities, for a
$909,000 total stockholders' deficit.


CORUS BANKSHARES: Claims Ownership of $257-Mil. Tax Refunds
-----------------------------------------------------------
Peg Brickley at Dow Jones Daily Bankruptcy Review reports that
Corus Bankshares Inc., the parent of Chicago's Corus Bank, has
asked the U.S. Bankruptcy Court for the Northern District of
Illinois to declare more than $257 million in expected tax refunds
stemming from the bank's collapse, property of its bankruptcy
estate.

According to Ms. Brickley, such a declaration would force the
Federal Deposit Insurance Corp. to stand in line with the
company's other unsecured creditors, waiting for payment.  The
FDIC is serving as receiver for the bank, which was packed with
loans to condominium development projects when the housing market
crumbled.  She notes the FDIC is likely to lay claim to the tax
refunds as it tries to find money to pay bank creditors.  A
spokesman for the FDIC could not immediately be reached for
comment Tuesday.

According to Ms. Brickley, the money is coming back because losses
tracked to Corus Bank's failure and seizure will be counted
against years of taxes paid when the lender profited from the
building boom.

Corus Bankshares listed debts of nearly $533 million when it filed
for bankruptcy protection. More than $416 million of the parent
company's debt load is principal and interest owed to subordinated
bondholders, court papers say.

                     About Corus Bankshares

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

The Company filed for Chapter 11 bankruptcy protection on June 15,
2010 (Bankr. N.D. Ill. Case No. 10-26881).  David R. Seligman,
Esq., at Kirkland & Ellis LLP, assists the Company in its
restructuring effort.  Kinetic Advisors is the Company's
restructuring advisor.  Plante & Moran is the Company's auditor
and accountant.  4

As of June 15, 2010, the Company listed $314,145,828 in assets and
$532,938,418 in liabilities.


DELTA AIR: Fitch Affirms Issuer Default Rating at 'B-'
------------------------------------------------------
Fitch Ratings has affirmed the debt ratings of Delta Air Lines,
Inc.:

  -- Issuer Default Rating at 'B-';

  -- First lien senior secured bank credit facilities (Delta Exit
     Facility) at 'BB-/RR1';

  -- Second lien secured term loan (Delta Exit Facility) at 'B-
     /RR4'.

Fitch has also assigned ratings to DAL's other secured bank
facilities and notes:

  -- Senior secured bank credit facilities due 2013 'BB-/RR1';
  -- First lien secured notes due 2014 'BB-/RR1';
  -- Second lien secured notes due 2015 'B-/RR4'.

The Rating Outlook for DAL has been revised to Stable from
Negative.  The ratings apply to approximately $4.5 billion of
committed bank facilities and secured notes.  Following the full
merger of the Northwest Airlines, Inc. subsidiary into DAL at the
end of 2009, Northwest no longer exists as a separately-rated
entity.

The revision of DAL's Rating Outlook follows a turnaround in free
cash flow generation witnessed since the beginning of 2010 and the
clear upturn in industry revenue performance that should support a
meaningful reduction in DAL's debt balances through the remainder
of the year.  Following a period of extreme operating stress
during 2008 and 2009, balance sheet repair will require sustained
improvements in cash flow generation and significant leverage
reduction over the next several quarters.  Management's focus on
the importance of positive FCF generation and de-levering the
balance sheet suggests that improvements in DAL's credit profile
are now more likely in a period of premium air travel demand
recovery supported by modest though still uneven economic growth.

The 'B-' IDR captures DAL's still high lease-adjusted leverage,
its heavy fixed financing obligations over the next several years,
and the airline industry's unique vulnerability to external demand
and fuel price shocks.  Scheduled debt maturities of over
$6 billion between now and the end of 2012, together with
substantial cash pension funding requirements, will consume most
of the carrier's expected operating cash flow.  While DAL's good
relative liquidity position (approximately $6 billion of
unrestricted cash, investments and revolver availability) opens
the door for an extended period of debt reduction, steady progress
toward balance sheet repair will depend greatly on a continuation
of favorable revenue trends and a relatively benign fuel price
environment (jet fuel prices averaging less than $2.50 per
gallon).

DAL noted on June 15, 2010, that it expects second quarter
passenger revenue per available seat mile (RASM) to increase by
20% as strong growth in business bookings and yields continues
into early summer.  While RASM comparisons will become more
difficult late in the year, the rapid strengthening of premium
travel demand should support solid profitability through the
remainder of 2010.  Assuming jet fuel prices remain near current
levels in the second half of the year, Fitch believes that the
company's recent forecast of $2 billion in full year FCF is
achievable.  With unrestricted liquidity now representing
approximately 20% of annual revenues, most available cash flow is
likely to be directed toward debt reduction.  Management has
targeted approximately $2 billion of expected net debt reduction
this year, with a three-year target of almost $7 billion by the
end of 2012.

Stronger unit revenue performance is likely to be supported by
capacity constraint at Delta and across the entire U.S. airline
industry as carriers focus on the need for better returns linked
to passenger yield strength.  Management expects essentially flat
system capacity for the full year, and DAL has no fleet
commitments beyond 2010.  Industry capacity is unlikely to grow
significantly in 2011, given the absence of large aircraft orders
and potential capacity rationalization resulting from the proposed
merger of United Airlines and Continental Airlines.

Reduction of DAL's total fleet size by a net 91 aircraft this year
reflects management's focus on better asset utilization and labor
productivity that will help offset other expense pressures to keep
unit costs stable on flat available seat mile (ASM) capacity.
Non-fuel unit costs are expected to remain flat in 2010 as higher-
cost aircraft are removed from the fleet and active aircraft are
deployed more efficiently to match demand across the route
network.  Stable unit costs will allow DAL to maintain a material
cost per available seat mile advantage over its legacy carrier
competitors.

Fuel prices, while moving higher in recent weeks, remain well
below the 2008 levels that drove large losses when crude oil
prices spiked to over $140 per barrel.  Price volatility, however,
remains a major concern, and DAL has built a substantial book of
hedges to help protect the carrier from rapid increases in jet
fuel costs.  As of mid-June, DAL had hedged approximately 49% of
projected 2010 fuel consumption, with additional protection
purchased for 2011.  The average crude oil call option cap is at
$82 per barrel for 3Q'10 and $83 per barrel for 4Q'10.  DAL is now
using call options more extensively to limit liquidity pressure in
a declining fuel price scenario.  Jet Fuel and crude oil swaps and
collars comprise approximately 50% of outstanding hedges, with
call options accounting for the remainder.

Although reduced fleet-related capital spending will boost FCF
through the cycle, DAL faces a large unfunded defined benefit
pension liability that will likely pressure operating cash flow
generation over the next few years.  The carrier met its 2010
required contribution level of $665 million through cash funding
in the first four months of the year.  Should plan asset returns
mirror the weak performance of the broader markets this year, DAL
will have difficulty meeting its expected return assumption of 9%
for 2010.  This could lead to rising cash funding levels in future
years as the carrier seeks to cut the unfunded liability
($9.4 billion at year-end 2009) on its frozen plans.

DAL's launch this week of $450 million in 2010-1 pass-through
certificates to refinance the remaining aircraft collateralizing
the 2000-1 certificates reflects the carrier's strengthened access
to the capital markets and its ability to extend maturities on
secured obligations.  Sustained capital markets openness should
allow DAL to reduce its average borrowing costs as higher-coupon
debt is refinanced or paid down.

In light of the turnaround in the revenue environment and FCF
generation, leverage reduction could proceed at a rapid pace over
the next few quarters.  If DAL's operating results track closely
to the plan laid out by management, lease-adjusted leverage could
fall below 4 times during 2011.  This de-leveraging scenario,
combined with consistent FCF generation and a favorable fuel and
macroeconomic backdrop, would likely support an IDR in the mid to
high single 'B' range.

Accordingly, a revision of the Rating Outlook to Positive or an
upgrade of the IDR to 'B' could follow if steady improvements in
DAL's margins drive the type of solidly positive FCF generation
recently projected by management.  Fitch will focus on the
airline's ability to improve its RASM performance relative to
other U.S. airlines, as well as DAL's ability to maintain
essentially flat non-fuel unit costs.  A negative rating action,
while unlikely in the current macroeconomic context, could result
from a steep increase in fuel prices or an air travel demand shock
that depresses passenger yields and RASM.


DOLLAR THRIFTY: Files 2009 Annual Report for Retirement Plan
------------------------------------------------------------
Dollar Thrifty Automotive Group, Inc., filed with the Securities
and Exchange Commission an annual report on Form 11-K for the
Dollar Thrifty Automotive Group, Inc. Retirement Savings Plan for
the fiscal year ended December 31, 2009.  As of December 31, 2009,
Net Assets Available for Benefits under the Plan total
$88,863,907.  Total investment income for the year ended December
31, 2009, is $18,718,598.

A full-text copy of the Form 11-K report is available at no charge
at http://ResearchArchives.com/t/s?659d

                       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.

At March 31, 2010, the Company had total assets of $2,470,879,000
against total liabilities of $2,047,769,000, resulting in
stockholders' equity of $423,110,000.

As reported by the Troubled Company Reporter on April 27, 2010,
Hertz and Dollar Thrifty signed a definitive agreement providing
for Hertz to acquire Dollar Thrifty for a purchase price of $41.00
per share, in a mix of cash and Hertz common stock.  The deal is
valued at $1.27 billion.

Barclays Capital acted as lead financial advisor to Hertz and Bank
of America Merrill Lynch also provided advice.  Hertz also worked
with the law firms Debevoise & Plimpton LLP and Jones Day.  Dollar
Thrifty was advised by J.P. Morgan and Goldman, Sachs & Co. and
the law firm of Cleary Gottlieb Steen & Hamilton LLP.

Rival Avis Budget Group, Inc., on May 3 indicated to Dollar
Thrifty's Board of Directors it would like to make a substantially
higher offer to acquire Dollar Thrifty.  Avis Budget has hired
Citigroup as financial advisor and Kirkland & Ellis LLP as legal
counsel to advise on a possible deal with Dollar Thrifty.

                           *     *     *

As reported by the Troubled Company Reporter on May 5, 2010,
Dominion Bond Rating Service placed the ratings of Dollar Thrifty
Automotive Group, Inc., including its Issuer Rating of B (high),
Under Review with Positive Implications.  This ratings action
follows the announcement that the Company has reached a definitive
agreement to be acquired by the higher-rated Hertz Corporation.
DBRS rates Hertz BB, at the issuer level.

In 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'.


DOLLAR THRIFTY: Future Remains Uncertain for Tulsa Operations
-------------------------------------------------------------
Scott Thompson, Chief Executive Officer and President of Dollar
Thrifty Automotive Group, Inc., told employees on June 28, 2010,
that Hertz Corp.'s CEO Mark Frissora confirmed he would like to
reduce the uncertainty that the DTAG Tulsa workforce -- which
includes employees in Tahlequah -- is experiencing regarding the
proposed merger transaction between the two companies.  Mr.
Thompson says Mr. Frissora plans to maintain the Tulsa workforce
for a minimum of three months post-transaction close.  His letter
also confirms they will for a period of time maintain base wages
and bonus opportunities as well as DTAG's existing severance plan
on substantially the same terms provided by DTAG.

"This is all designed to give you and Hertz time to figure out
what the future will look like.   It is my understanding that no
longer term decision has been made on Tulsa as an operating
location," Mr. Thompson said in his e-mail to employees.

Early in June, DTG told its employees Hertz has agreed to honor
current wages for DTG employees that continue with the company and
are not covered by a collective bargaining agreement, for the
first year following the completion of the acquisition.

In his letter to Mr. Thompson, Mr. Frissora said:

     "I write to confirm our response regarding your request to
     maintain the Tulsa workforce intact for a minimum of three
     months after the transaction closes.  I understand the
     uncertainty that this transaction has created for your
     employees, and we are aligned with you in our desire to
     respond to that uncertainty.

     First, the merger agreement requires Hertz to maintain base
     wages, bonus and other benefits including severance on
     substantially the same terms as existed prior to the closing
     for one year following the closing date.  In that regard, I
     want to confirm that the existing severance plan will be
     maintained not only for a one year period following the
     transaction close, but for employees in the Tulsa
     headquarters, we will extend this an additional three months
     (for a total of fifteen months following the closing.)   This
     ensures the status quo for your employees while we work
     through the integration process and financial protection for
     those who leave the organization.

     Second, please treat this message as confirmation by Hertz of
     its intent to maintain the employment of all Tulsa based
     employees (excluding those employees covered by change in
     control protections) for a period of not less than three
     months after the date on which the transaction closes.  I
     hope that this commitment helps to alleviate some of the
     employee concerns.

     Hertz will work with you prior to closing and will continue
     immediately after the closing to give the Tulsa workforce as
     much information as possible regarding the transaction and
     plans for the combined workforces of our two companies.  We
     have mapped detailed plans for moving quickly to resolve
     these issues and respond to employee concerns.  It goes
     without saying that we believe Dollar Thrifty is a well run
     operation, which is why we are pursuing this transaction.
     I am very attuned to the importance of your employees in
     delivering the results that your company has seen.  They are
     an important part of the transaction."

On June 9, Hertz Global Holdings, Inc., said Hertz Vehicle
Financing LLC, a special purpose limited liability company of
which The Hertz Corporation -- a wholly owned subsidiary of the
Company -- is the sole member, intends to make a private offering
of Series 2009-2 Rental Car Asset Backed Notes, Class B.  The
notes are to be offered only to qualified institutional buyers in
an offering exempt from registration pursuant to Rule 144A of the
Securities Act of 1933, as amended, and may also be offered to
investors outside the United States pursuant to Regulation S under
the Securities Act.  The net proceeds of the offering will be used
to purchase vehicles under Hertz' ABS program, used to pay other
ABS indebtedness or, to the extent permitted, distributed to The
Hertz Corporation and used for general purposes.

As reported by the Troubled Company Reporter on April 27, 2010,
Hertz and Dollar Thrifty signed a definitive agreement providing
for Hertz to acquire Dollar Thrifty for a purchase price of $41.00
per share, in a mix of cash and Hertz common stock.  The deal is
valued at $1.27 billion.

Barclays Capital acted as lead financial advisor to Hertz and Bank
of America Merrill Lynch also provided advice.  Hertz also worked
with the law firms Debevoise & Plimpton LLP and Jones Day.  Dollar
Thrifty was advised by J.P. Morgan and Goldman, Sachs & Co. and
the law firm of Cleary Gottlieb Steen & Hamilton LLP.

Rival Avis Budget Group, Inc., on May 3 indicated to Dollar
Thrifty's Board of Directors it would like to make a substantially
higher offer to acquire Dollar Thrifty.  Avis Budget has hired
Citigroup as financial advisor and Kirkland & Ellis LLP as legal
counsel to advise on a possible deal with Dollar Thrifty.

                       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.

At March 31, 2010, the Company had total assets of $2,470,879,000
against total liabilities of $2,047,769,000, resulting in
stockholders' equity of $423,110,000.

                           *     *     *

As reported by the Troubled Company Reporter on May 5, 2010,
Dominion Bond Rating Service placed the ratings of Dollar Thrifty
Automotive Group, Inc., including its Issuer Rating of B (high),
Under Review with Positive Implications.  This ratings action
follows the announcement that the Company has reached a definitive
agreement to be acquired by the higher-rated Hertz Corporation.
DBRS rates Hertz BB, at the issuer level.

In 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'.


DOLLAR THRIFTY: Opens 12th 'Customer-Choice' Location
-----------------------------------------------------
Dollar Thrifty Automotive Group, Inc. is now offering customers
its customer-choice rental service at the San Jose International
Airport (SJC).  San Jose marks the Company's 12th operation to
offer this customer-friendly and efficient service, and the
Company plans to convert at least another 10 cities by the end of
the year.
Dollar Thrifty's well-received customer-choice offering gives
customers the ability to reserve a vehicle class and size, and
then select their own vehicle from those available on the lot at
the time of arrival.  This option provides customers with
flexibility, while at the same time enhances efficiency by
streamlining the rental process.  Customer feedback has shown that
it is an excellent added value at no additional cost.

"Not only does this service streamline our internal operations, it
significantly transforms our customers' car rental experience,"
said Scott Thompson, president and CEO of Dollar Thrifty
Automotive Group, Inc.  "It puts customers in the driver's seat
when selecting the vehicle that's right for them in terms of their
tastes and needs.  They have responded quite favorably to being
given more flexibility in the rental process, and we are pleased
with the initial results."

The service presently operates in Atlanta, Los Angeles, Oakland,
Ontario (Calif.), Las Vegas, Orlando, Phoenix, Denver, Houston
Intercontinental, Washington, D.C. (Dulles Airport) and Houston
Hobby Airport. Because of overwhelmingly positive customer
feedback and its initial success at these locations, the Company
plans to rollout out the customer-choice service in a number of
major cities including Miami, Cleveland, Dallas Love Field and
Baltimore, as well as other new locations that are operationally
able to participate. The conversion will take place over the
summer months through year end.

To learn more information about the service, receive updates on
cities as they offer the customer-choice option, and learn about
special promotions, visit the Travel Center on the Company's
brands' Web sites at www.thrifty.com and www.dollar.com and click
on Travel Tools.

                       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'


DONNIE CROSS: Case Summary & 7 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Donnie L. Cross
        4803 Towson Avenue
        Fort Smith, AR 72901

Bankruptcy Case No.: 10-73340

Chapter 11 Petition Date: June 28, 2010

Court: U.S. Bankruptcy Court
       Western District of Arkansas (Fort Smith)

Debtor's Counsel: Thomas E. Robertson, Jr., Esq.
                  Pryor Robertson Beasley & Smith, PLLC
                  P.O. Drawer 848
                  Fort Smith, AR 72902-0848
                  Tel: (479) 782-8813
                  E-mail: trobertson@prbslaw.com

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

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

A copy of the Debtor's list of 7 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/arwb10-73340.pdf

The petition was signed by the Debtor.


DRAGON PHARMA: Shareholders to Vote on Datong Merger on July 20
---------------------------------------------------------------
Dragon Pharmaceutical Inc. announced Monday that its Special
Meeting of Shareholders will be held on Tuesday, July 20, 2010, at
10:30 a.m., Pacific Time at the Company's corporate office located
at Suite 310, 650 West Georgia Street, Vancouver, British
Columbia, Canada V6B 4N9.  Only shareholders of record as of
May 28, 2010, will be entitled to vote upon the proposed Agreement
and Plan of Merger by and among Dragon, Chief Respect Limited, a
Hong Kong corporation, Datong Investment Inc., a Florida
corporation and subsidiary of Chief Respect Limited, and Mr.
Yanlin Han, pursuant to which Datong Investment Inc. will merge
with and into Dragon and each holder of Dragon shares of common
stock, excluding Mr. Han, will receive $0.82 per share.

In connection with the proposed merger, the Company has filed with
the Securities and Exchange Commission a Schedule 13E-3, and a
definitive proxy statement for the meeting of stockholders of the
Company to be convened to approve the merger.

A full-text copy of the Schedule 13E-3 is available for free at:

               http://researcharchives.com/t/s?658b

A full-text copy of the definitive proxy statement is available
for free at http://researcharchives.com/t/s?658c

                   About Dragon Pharmaceutical

Headquartered in Vancouver, Canada, Dragon Pharmaceutical Inc.
(TSX: DDD; OTC BB: DRUG) - http://www.dragonpharma.com/- is a
manufacturer and distributor of a broad line of high-quality
antibiotic products including Clavulanic Acid, an API to combine
with Amoxicillin to fight resistance, and 7-ACA, a key
intermediate to produce cephalosporin antibiotics, and formulated
cephalosporin antibiotic drugs.

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

                          *     *     *

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


DSG INTERNATIONAL: Moody's Raises Senior Unsecured Rating to 'Ba3'
------------------------------------------------------------------
Moody's Investors Service has changed the outlook on the ratings
of DSG International plc to stable from negative.  Concurrently,
Moody's has upgraded the long-term senior unsecured rating of the
GBP300 million outstanding bond to Ba3 (LGD4, 56%) from B1 (LGD5,
81%).

"The change in outlook to stable reflects Moody's positive
assessment of (1) the successful execution so far of DSGi's
Renewal and Transformation Plan initiated in May 2008; (2) the
enhanced underlying performance which resulted in improved credit
metrics for FY 2009/10; and (3) the stronger financial structure
and liquidity position," says Yasmina Serghini-Douvin, lead
analyst for DSGi.  Moody's recognises that the company has made
progress with its Renewal and Transformation Plan, which includes
the ongoing revamp of its UK-based stores, as well as the opening
of megastores and 2-in-1 stores which continue to post strong
profit uplift compared to the rest of the chain.  Moody's also
views favorably DSGi's closure or sale of certain underperforming
units, and the reduction in the losses reported by some of its
overseas units last year, in particular Italy, which have weighed
on the group's profits in recent years.

Even though the electronics and electrical industry has continued
to face challenges across Europe, DSGi's like-for-like sales
growth improved to +2% in its financial year ending 1 May 2010
(+6% in the second half of the year), albeit against weak
comparables in FY 2008/09 when like-for-like sales were down 9%.
Moody's estimated DSGi's adjusted EBITA margin to be around 3.8%
last year, as a result of cost savings that contributed to higher
profits in the UK (+20% to GBP71 million), a robust sales
performance in the Nordics where the company pursued an aggressive
pricing policy to weaken competition and reduced losses from
Continental European businesses, as discussed above.

As a result of these positive developments, the credit metrics of
the company improved in FY2009/10.  Based on DSGi's preliminary
results announcement, Moody's estimates that the Retained-Cash-
Flow-to-Net-Debt ratio increased to approximately 11.5% and the
Debt-to-EBITDA ratio (adjusted for pensions and leases) was around
5.8x, still high but getting closer to the 5.5x threshold that
Moody's considers as more appropriate for the rating category.

Furthermore, Moody's notes that in May 2010 DSGi signed a new
revolving credit facility of GBP360 million to replace the
existing GBP400 million negotiated in April 2009.  Moody's
understands that, as part of the new agreement, bank lenders will
only benefit from guarantees from the UK and Irish companies, such
that the guarantee structure is now closely aligned with that of
the outstanding 2012 bond.  In Moody's view, this will position
bondholders more favorably within the overall debt structure.  The
rating agency has therefore removed the notching for the bond
which had previously been in place.

Moody's continues to believe, however, that (i) although more
stable, the operating environment remains subdued which brings a
degree of uncertainty on future top line evolution, and that (ii)
leverage is still high for the rating category and finally that
(iii) free cash flow generation will be constrained this year
reflecting the capital expenditure required by the company's
ongoing Renewal and Transformation Plan.

DSGi's liquidity profile is currently supported by access to a
GBP400 million revolving credit facility (of which GBP300 million
was available at 1 May 2010), which includes three financial
covenants and cash balances (excluding restricted funds) of around
GBP210 million.  Moreover, Moody's notes that, apart from the
drawings under the credit facility, DSGi's most significant debt
maturity is the outstanding GBP300 million bond which will mature
in November 2012.  The current ratings and outlook assume that
DSGi will refinance this instrument in a timely manner to prevent
any liquidity concerns.

The rating outlook is stable.  Although Moody's does not expect
the consumer environment to ease over the next three quarters, the
rating agency believes that DSGi is building a better operational
platform with which to face competition and reap the benefits of a
pick-up in demand as and when European economies recover.  The
present stable outlook also assumes that DSGi will further improve
its leverage ratio to below 5.5x and maintain adequate financial
flexibility and covenant leeway.

Moody's previous rating action on DSGi was implemented on 6 May
2009, when the rating agency confirmed DSGi's Ba3 corporate family
rating and downgraded the long-term senior unsecured rating to B1,
with a negative outlook.

Headquartered in Hemel Hempstead, England, DSG International plc
is one of Europe's leading specialist consumer electrical
retailers.  It posted revenues of GBP8.5 billion for the fiscal
year ending on 1 May 2010.


DUNE ENERGY: Withdraws Common Stock From NYSE AMEX
--------------------------------------------------
Dune Energy Inc. notified NYSE AMEX of the Company's intent to
voluntarily withdraw its common stock from listing on the
Exchange, par value $0.001 per share, from the Exchange by filing
a Form 25 with the Securities and Exchange Commission on or about
July 6, 2010, with an anticipated effective date on or about
July 16, 2010.

After such withdrawal, the Company intends for the Common Stock to
be quoted on the OTC Bulletin Board and has requested that Lazard
Capital Market LLC make the necessary regulatory filings to enable
it to publish bids and offers for the Company's equity securities
on the OTC Bulletin Board.  The OTC Bulletin Board is an
electronic quotation system maintained by Financial Industry
Regulatory Authority that displays real-time quotes, last sale
prices and volume information for many over-the counter securities
that are not listed on a national securities exchange.

In the absence of any quotation on the OTC Bulletin Board by the
anticipated effective date for delisting on the Exchange, the
Common Stock will trade and be accessible to investors on the Pink
OTC Markets, an electronic quotation system maintained by Pink OTC
Markets Inc., a privately owned company not registered with the
SEC.

The Company intends to remain an SEC reporting company and for the
Common Stock to remain a registered class of securities under
Section 12(b) of the Securities Exchange Act of 1934, as amended.

The Company had been subject to delisting by the Exchange since
June 15, 2010 when it failed to regain compliance with the
Exchange's continued listing requirements consistent with, and
within the timeframe allotted by, its plan of compliance
previously submitted and accepted by the Exchange.  As formerly
disclosed, the Exchange first notified the Company in December
2009 that it was not in compliance with Section 1003(a) of the
Exchange's continuing listing requirements as a result of
inadequate market value of the Company's stockholders' equity,
losses from continued operations and recurring net losses in
recent fiscal years.

                        About Dune Energy

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

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

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


DYNAMIC BUILDERS: Proofs of Claim Due August 20
-----------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has set 60 calendar days after the service of notice as the last
day for any individual or entity to file proofs of claim against
Dynamic Builders, Inc.  The order was issued on June 21, 2010.

Los Angeles, California-based Dynamic Builders Inc. owns a
commercial real estate.  The Company filed for Chapter 11
bankruptcy protection on March 31, 2010 (Bankr. C.D. Calif. Case
No. 10-14151).  Nanette D Sanders, Esq., at Ringstad & Sanders,
assists the Company in its restructuring effort.  The Company
estimated its assets and debts at $100,000,001 to $500,000,000.


DYNAMIC BUILDERS: Wants to File Reorganization Plan Until Nov. 26
-----------------------------------------------------------------
Dynamic Builders, Inc., asks the U.S. Bankruptcy Court for the
Central District of California to extend its exclusive periods to
file and solicit acceptances for the proposed Plan of
Reorganization until November 26, 2010, and January 25, 2011,
respectively.

Absent the extension, the Debtor's exclusive right to file a Plan
will expire on July 29.

The Debtor needs additional time to proceed with the sale of
certain real property assets, and continue efforts to formulate
and negotiate a Reorganization Plan.

The Debtor proposes a hearing on its exclusivity extensions on
July 14, at 10:00 a.m. before the Hon. Theodor C. Albert.  The
hearing will be held at Courtroom 5B, Ronald Reagan Federal
Building and U.S. Courthouse, 411 West Fourth Street, Santa Ana,
California.

                   About Dynamic Builders, Inc.

Los Angeles, California-based Dynamic Builders, Inc. owns a
commercial real estate.  The Company filed for Chapter 11
bankruptcy protection on March 31, 2010 (Bankr. C.D. Calif. Case
No. 10-14151).  Nanette D Sanders, Esq., at Ringstad & Sanders,
assists the Company in its restructuring effort.  The Company
estimated its assets and debts at $100,000,001 to $500,000,000.


DYNCORP INTERNATIONAL: Stockholders OK Merger With Cerberus
-----------------------------------------------------------
DynCorp International Inc's stockholders approved the proposal to
adopt the Company's merger agreement with certain affiliates of
Cerberus Capital Management, L.P., a private investment firm
("Cerberus").

The affirmative vote of the holders of a majority of the
outstanding shares of Class A common stock, par value $0.01 per
share, of the Company, was required to approve the proposal to
adopt the merger agreement.  According to the final tally of
shares of Common Stock voted, approximately 88% of the outstanding
shares of Common Stock of the Company as of the close of business
on May 24, 2010 voted to approve the proposal to adopt the merger
agreement.

As a result of the merger contemplated by the merger agreement,
the Company will become a wholly-owned subsidiary of an entity
formed on behalf of certain affiliates of Cerberus.

Subject to the satisfaction or waiver of certain conditions set
forth in the merger agreement and discussed in detail in the
Definitive Proxy Statement on Schedule 14A filed with the
Securities and Exchange Commission by the Company on May 17, 2010,
the Company expects to close the merger on July 7, 2010.

                     About DynCorp International

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


ECOSPHERE TECHNOLOGIES: Posts $23.1 Million Net Loss in Q1 2010
---------------------------------------------------------------
Ecosphere Technologies, Inc., filed its quarterly report on Form
10-Q, reporting a net loss applicable to common stock of
$23,132,206 on $2,100,867 of revenue for the three months ended
March 31, 2010, compared with net income of $3,072,838 on $194,268
of revenue for the same period of 2009.

The Company's balance sheet at March 31, 2010, showed
$9,918,916 in assets, $30,981,656 of liabilities, $1,144,119 of
redeemable convertible cumulative preferred stock series A, and
$2,713,177 of redeemable convertible cumulative preferred stock
series B, for a stockholders' deficit of $24,920,036.

As reported in the Troubled Company Reporter on April 6, 2010,
Salberg & Company, P.A., in Boca Raton, Fla., expressed
substantial doubt about the Company's ability to continue as a
going concern after auditing the Company's financial statements
for the year ended December 31, 2009.  The independent auditors
noted that of the Company's net loss for 2009, and working
capital, stockholders' and accumulated deficits at December 31,
2009.

During the three months ended March 31, 2010, the Company incurred
a loss from operations of $1,450,713, and used cash in operations
of $945,206.  At March 31, 2010, the Company had a working capital
deficiency of $27,664,554, a stockholders' deficit of $24,920,036
and had outstanding convertible preferred stock that is redeemable
under limited circumstances for $3,857,296 (including accrued
dividends).  The Company has not attained a level of revenues
sufficient to support recurring expenses, and the Company does not
presently have the resources to settle previously incurred
obligations.  "These factors, among others, raise 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?658a

Stuart, Fla.-based Ecosphere Technologies, Inc. is a diversified
engineering, technology development, and manufacturing company
that provides clean technologies and services for use in various
applications in the industrial waste market in the United States.


EDISON MISSION: Moody's Cuts Ratings on Senior Notes to 'B3'
------------------------------------------------------------
Moody's Investors Service downgraded the long-term ratings of
Edison Mission Energy and its subsidiary, Midwest Generation
Company, LLC, including EME's senior unsecured notes to B3 from
B2, and EME's Corporate Family Rating and Probability of Default
Rating to B2 from B1.  Moody's also affirmed EME's speculative
grade liquidity rating at SGL-3.  This rating action concludes the
review for possible downgrade that commenced on April 6, 2010.
The rating outlook for EME and MWG is negative.

The downgrade reflects Moody's belief that EME's cash flow credit
metrics will decline in future years due to continued high
leverage and lower future sustainable cash flow generation due to
weaker operating margins driven principally by low energy and
capacity prices.  While the company's electric generation output
has remained fairly constant during the recession, operating
margins have weakened and are expected to remain soft given the
impact that the recession continues to have on wholesale electric
demand in the Midwest and in PJM coupled with low natural gas
prices.  Also, EME's open, unhedged commercial strategy leaves the
company's operating margin and related cash flows more exposed to
the softer on-peak and off-peak power prices that exist which are
likely to remain for the foreseeable future.

The downgrade also reflects the substantial degree of uncertainty
that persists concerning the manner in which EME will satisfy
significant state and federal environmental requirements across
its generation fleet, particularly given a more active US
Environmental Protection Agency.  These environmental challenges
represent a large overhang issue for EME and MWG's credit quality
as the possible outcomes are quite varied, with some potentially
becoming quite adverse for the company.

Moody's acknowledges that the company's recent financial results
and expected outlook for the rest of 2010 are indicative of a
higher rating than the company's current B2 CFR.  A driving force
behind the recent financial performance is the fairly successful
execution of its growth strategy principally centered around wind-
generation development.  Importantly, this strategy has benefited
EME's near-term cash flows through the receipt of tax benefits and
tax grants from the federal government derived from these wind
investments.  Also, EME's business strategy continues to benefit
from a fairly receptive bank project finance market which Moody's
calculate has provided approximately $342 million of permanent
debt financing for EME's wind generation projects which in most
cases has resulted in a return of capital for EME and an
accompanying enhancement to liquidity.  Maintaining access to this
specialized bank market is an important element of the company's
current financing plans.  Notwithstanding these material near-term
benefits from this strategy as well as the longer-term source of
equity that may surface from some form of portfolio monetization,
Moody's question the sustainability of this strategy in light of
the potential environmental challenges and the weakened commodity
environment that exists for the majority of the company's
generation fleet.

The downgrade also acknowledges the relationship that EME has with
its parent, Edison International (Baa2 senior unsecured; stable),
and the parent's clear position of not providing any direct credit
support for EME and its subsidiaries.  Moody's views EIX's
position as negative to EME's credit quality since it limits the
prospect of any third party equity being available for EME which
increases the likelihood that future capital requirements will be
largely debt financed adding further to the company's high
leverage.  Notwithstanding EIX management's view towards providing
direct support at EME, Moody's believe that EIX views EME as an
important holding that is critical to its broader diversified
business strategy particularly given the tax benefits that EME's
wind investments have provided to the consolidated corporation.
That said, the rating action, which results in a very wide (6-
notch) rating differential between EIX's senior unsecured rating
and EME's CFR, further substantiates the degree of separateness
that Moody's believe exists between EIX and EME.

Moody's downgrade at MWG is prompted by the close
interrelationship that exists between EME and MWG through the
Powerton and Joliet sale leaseback agreement and by MWG's dominant
position as the primary source of earnings and cash flow for EME.

EME's speculative grade liquidity rating of SGL-3 reflects Moody's
expectation for the maintenance of an adequate liquidity position
for the next four quarters.  The SGL-3 reflects Moody's view that
the approximate $1 billion of balance sheet cash at March 31,
2010, will fund any negative free cash flow generated by EME.  At
March 31, 2010, EME had $465 million of availability under its
$564 million revolving credit facility (reflects a $36 million
reduction related to a Lehman commitment), and Midwest Generation
had $497 million of availability under its $500 million revolving
credit facility.  Both facilities do not mature until June 2012
while EME's next bullet bond maturity of $500 million occurs in
June 2013.  Extension of these bank credit facilities are
important milestones for EME.  Both credit facilities have
financial covenants which EME and MWG should be able to maintain
over the next twelve months.  The EME revolver requires recourse
debt to total capitalization not exceed 75% and requires interest
coverage (as defined in the credit agreement) be greater than
1.20x.  At March 31, 2010, EME's recourse debt to total
capitalization was 53% and its interest coverage ratio was 1.99x.
The MWG revolver requires debt to total capitalization not to
exceed 60%.  At March 31, 2010, MWG's total debt to total
capitalization was 16%.  In addition to the covenants described
above, there is a distribution test in the financing documents for
the Homer City lease which can prohibit distributions from being
paid to EME.  Specifically, in order for EME Homer City to pay the
equity portion of the lease rent, EME Homer City is required to
meet historical and projected senior rent service coverage ratios
of 1.70x.  At 12/31/09 and 03/31/10, the senior rent service
coverage ratio was 2.96x and 3.10x, respectively.  To the extent
that cash is trapped at EME Homer City, covenant compliance under
the above-referenced EME revolver will become tighter.  Moody's
observes that many of the company's assets are pledged to
creditors limiting the near-term potential for additional
liquidity from asset sales.

The negative rating outlook for EME and MWG reflects Moody's
belief that weaker future cash flow generation and the likelihood
that under most reasonable scenarios, existing high leverage is
likely to further increase placing downward pressure on financial
metrics going forward.  The negative outlook also acknowledges the
uncertainty surrounding the environmental challenges for the
company.  Even in the best case scenario, where EME elects to fund
environmental requirements from internal sources with lower
capital cost alternatives, Moody's believe debt levels are still
likely to increase on a consolidated basis to fund wind related
growth investments.

The last rating action on EME and MWG occurred on April 6, 2010,
when EME and MWG's ratings were placed under review for possible
downgrade.

Downgrades:

Issuer: Edison Mission Energy

  -- Probability of Default Rating, Downgraded to B2 from B1

  -- Corporate Family Rating, Downgraded to B2 from B1

  -- Senior Secured Bank Credit Facility, Downgraded to B2 from B1

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to B3
     from B2

Issuer: Midwest Generation, LLC

  -- Senior Secured Bank Credit Facility, Downgraded to Ba2 from
     Ba1

  -- Senior Secured Pass-Through, Downgraded to Ba2 from Ba1

Upgrades:

Issuer: Midwest Generation, LLC

  -- Senior Secured Pass-Through, Upgraded to LGD2, 12% from LGD2,
     13%

Outlook Actions:

Issuer: Edison Mission Energy

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: Midwest Generation, LLC

  -- Outlook, Changed To Negative From Rating Under Review

Headquartered in Irvine, California, EME is an unregulated
generation company and an indirect wholly-owned subsidiary of EIX.
At December 31, 2009, EME had an ownership or leased interests of
10,072 megawatts (MW) of electric capacity, of which MWG owned
5,776 MW of base load and mid-merit coal-fired assets and oil/gas
peaking assets in the Midwest and EME Homer City, had a leasehold
interest in the Homer City Generation Station, a 1,884 MW coal-
fired base load plant in Western PA.


EIGEN INC: Consensual Deal Allows Kazi Purchase; Plan in the Works
------------------------------------------------------------------
Jacqueline Palank, writing for Dow Jones Daily Bankruptcy Review,
reports that Judge Peter J. Walsh of the U.S. Bankruptcy Court for
the District of Delaware on Monday approved Kazi Management VI
LLC's offer to forgive $1 million of claims of more than $20
million in exchange for substantially all of the assets of Eigen
Inc.

The official committee of unsecured creditors had raised
"substantial concerns" regarding the sale but was hopeful that
negotiations with Eigen and KMVI would yield a consensual deal.
According to Ms. Palank, the committee's attorney, Richard M.
Beck, Esq., said on Tuesday the committee's hopes were realized.

"We advised the court [on Monday] that an agreement has been
reached with Kazi that resulted in the withdrawal of the
committee's objection," Mr. Beck said in an interview, according
to Ms. Palank.  "The agreement will result in the filing of a
consensual plan of liquidation that is being drafted."

Citing an earlier report by Ms. Palank, the Troubled Company
Reporter on June 25 said the creditors committee was suing Kazi
for allegedly driving Eigen deep into financial distress in a bid
to seize control.  The creditors committee sued Kazi and its owner
Zubair Kazi accusing them of loading up Eigen with millions of
dollars in debt they knew it couldn't repay to take control of
the company.  The committee asked the Court to declare the
$20 million-plus claim KMVI says it holds as equity and to wipe
out the liens allegedly securing that claim.

According to Ms. Palank, Mr. Beck said the plan will also resolve
the lawsuit that the committee filed against Kazi, though he
declined to specify how.

                             About Eigen

Grass Valley, California-based Eigen, Inc., a.k.a. Eigen, LLC,
develops tools for healthcare professionals.  The Company filed
for Chapter 11 bankruptcy protection on March 30, 2010 (Bankr. D.
Del. Case No. 10-11061).  Christopher A. Ward, Esq., at Polsinelli
Shughart PC, assists the Company in its restructuring effort.  In
its petition, the Company estimated its assets and debts at
$10,000,001 to $50 million.


FAIRPOINT COMMS: Vermont Public Service Board Rejects Plan
----------------------------------------------------------
Dave Gram at The Associated Press reports that the Public Service
Board of the state of Vermont rejected a plan by FairPoint
Communications to work itself out of bankruptcy leaving the
Company's path unclear.  The Vermont board said it could not find
that FairPoint has demonstrated the financial capability to meet
its obligations under Vermont law and its state license as a
telecommunications carrier.  FairPoint has provided virtually no
explanation as to why its projections are reasonable, according to
the report.

The report relates that according the board, the projections are
based upon the assumption that FairPoint's losses in local revenue
due to competition will be less than the Company has experienced
recently, that it can increase revenues from broadband services
and special access services faster than it has recently, and that
operating costs will trend downwards relative to recent
experience.

                  About FairPoint Communications

FairPoint Communications, Inc. (NYSE: FRP) --
http://www.fairpoint.com/-- is an industry-leading provider of
communications services to communities across the country.
FairPoint owns and operates local exchange companies in 18 states
offering advanced communications with a personal touch, including
local and long distance voice, data, Internet, television and
broadband services.  FairPoint is traded on the New York Stock
Exchange under the symbols FRP and FRP.BC.

FairPoint and its affiliates filed for Chapter 11 on Oct. 26, 2009
(Bankr. D. Del. Case No. 09-16335).  Rothschild Inc. is acting as
financial advisor for the Company; AlixPartners, LLP as the
restructuring advisor; and Paul, Hastings, Janofsky & Walker LLP
is the Company's counsel.  BMC Group is claims and notice agent.

As of June 30, 2009, FairPoint reported $3.24 billion in total
assets, $321.41 million in total current liabilities,
$2.91 billion in total long-term liabilities, and $1.23 million in
total stockholders' equity.


FIRST INDUSTRIAL: Fitch Downgrades Issuer Default Rating to 'B+'
----------------------------------------------------------------
Fitch Ratings has downgraded the Issuer Default Rating and revised
the issue ratings of First Industrial Realty Trust, Inc., and its
operating partnership, First Industrial, L.P.:

First Industrial Realty Trust, Inc.

  -- IDR to 'B+' from 'BB-';
  -- $275 million preferred stock to 'CCC/RR6' from 'B'.

First Industrial, L.P.

  -- IDR to 'B+' from 'BB-';

  -- $500 million unsecured revolving credit facility to 'BB/RR1'
     from 'BB-';

  -- $775.4 million senior unsecured notes to 'BB-/RR3' from
     'BB-';

  -- $145.2 million senior unsecured exchangeable notes to 'BB-
     /RR3' from 'BB-'.

In addition, the ratings remain on Rating Watch Negative.

The IDR downgrades center on Fitch's view that First Industrial's
fixed charge coverage ratio, which is expected to experience
continued pressure over the next 12-24 months, coupled with its
limited financial flexibility and liquidity, are more consistent
with a 'B+' IDR.  The company's financial condition continues to
weaken, and the ability to meet certain unsecured debt covenants
is limited.  In addition, the risk that the company could defer
its preferred stock dividends indicates that financial flexibility
is constrained; material default risk of the company's corporate
obligations is present, but a limited margin of safety remains.
The 'B+' IDR takes into account certain credit strengths,
including First Industrial's geographically diversified industrial
property portfolio, granular tenant roster, reasonable leverage
for the 'B+' IDR, and unencumbered asset coverage that provides
value to unsecured lenders.

The Rating Watch Negative status reflects the company's proximity
to certain of its covenant compliance levels as well as
uncertainty as to whether it would suspend a preferred stock
dividend.  The company has stated that if it is not required to
pay preferred stock dividends to maintain REIT status, it may
elect to suspend some or all preferred stock dividends for one or
more fiscal quarters, which would aid compliance with the fixed
charge coverage covenant under its existing line of credit.

The Negative Rating Watch may be resolved in the event that the
company definitively addresses its covenant compliance.

First Industrial's industrial real estate operating portfolio
remains under pressure, with tenant retention declining to 67.4%
on average for the trailing 12 months ended March 31, 2010 from
78.4% for the 12 months ended March 31, 2009.  In addition, in-
service occupancy decreased to 81.4% as of March 31, 2010 from 86%
as of March 31, 2009.  Total occupancy declined to 81.1% as of
March 31, 2010 from 82.4% as of March 31, 2009.  Cash same-store
net operating income declined by 3.5% in 2009 and accelerated in
the first quarter of 2010, declining by 7.2%, and Fitch
anticipates further same-store industrial NOI declines in 2010 and
into 2011.

First Industrial's fixed charge coverage ratio (defined as
recurring operating EBITDA less recurring capital expenditures and
straight-line rental income divided by interest incurred and
preferred stock dividends) was 1.1 times for the 12 months ended
March 31, 2010, down from 1.2x in 2009.  When adjusted for non-
cash restricted stock amortization in general and administrative
expenses, fixed charge coverage declined to 1.2x for the 12 months
ended March 31, 2010, from 1.3x in 2009.  In addition, overall
transaction volumes have contracted, impacting First Industrial's
earnings power and ability to sell weaker-performing assets.
Absent significant deleveraging transactions, Fitch anticipates
that fixed charge coverage will remain relatively unchanged over
the next 12-24 months, as the company will likely experience
rental rate roll downs, offset by modest cash retention.

The 'B+' IDR also reflects First Industrial's limited financial
flexibility.  As of March 31, 2010, $497.2 million was drawn from
the company's $500 million revolving credit facility.  In
addition, the company is in compliance relative to the fixed
charge coverage and unsecured leverage covenants in its line of
credit agreement by thin margins.  Even if the company's level of
compliance were to improve, Fitch believes that the company's
overall liquidity could remain under stress.

Fitch calculates that the company's sources of liquidity
(unrestricted cash, availability under the company's revolving
credit facility, and projected retained cash flows from operating
activities after dividends and distributions) divided by uses of
liquidity (debt maturities pro forma for the redemption of 2011
notes during April 2010 and projected recurring capital
expenditures) result in a liquidity coverage ratio of 0.7x from
April 1, 2010 to Dec. 31, 2011.  In the event that the company
extinguished its pro rata share of joint venture debt and the
company continues to refinance mortgage debt through new
financings, liquidity coverage would be 1.1x.

The 'B+' IDR takes into account First Industrial's geographically
diversified industrial property portfolio, which includes 781
properties located in 28 states in the United States and one
province in Canada.  The company's largest markets are Detroit and
Chicago, comprising 7.5% and 7.1% of rental income respectively,
and no other market comprised more than 7% of rental income as of
March 31, 2010.  While this diversification insulates First
Industrial from regional trends, several of the company's other
large markets, including Dallas/Ft. Worth (6.3%), Minneapolis/St.
Paul (6.3%), Central Pennsylvania (5.4%), and Atlanta (4.7%) have
occupancy rates of below 80%.  The company has a granular tenant
roster across industries, and its largest tenant comprises only
2.3% of total rent.

The company's net debt-to-recurring operating EBITDA was 9.0x as
of March 31, 2010, down from 12.4x as of Dec. 31, 2008.  When
adjusted for non-cash restricted stock amortization charges, net
debt-to-recurring operating EBITDA was 8.7x as of March 31, 2010,
down from 10.7x as of Dec. 31, 2008

The company's portfolio was 77% unencumbered as of March 31, 2010,
and unencumbered asset coverage ratio (defined as 77% of real
estate assets divided by unsecured debt) was 1.7x.  Unencumbered
asset coverage of unsecured debt is lower when utilizing a range
of capitalization rates against unencumbered NOI.

In accordance with Fitch's Recovery Rating methodology, Fitch has
assigned RRs because of the IDR downgrade to 'B+'.  While aspects
of Fitch's RR methodology are considered for all companies,
explicit Recovery Ratings are assigned only to those companies
with an IDR of 'B+' or below.  At the lower IDR levels, Fitch
believes there is greater probability of default, so the impact of
potential recovery prospects on issue specific ratings becomes
more meaningful and is more explicitly reflected in the ratings
dispersion relative to the IDR.

The 'BB/RR1' ratings on First Industrial's senior unsecured
revolving credit facility reflect the view that recoveries would
be superior for the lenders under the line of credit in the event
of a default.  The 'BB-/RR3' ratings on the senior unsecured notes
and senior unsecured exchangeable notes reflect that due to the
presence of an unencumbered pool, recoveries would be above-
average for bondholders but would be weaker than bank recoveries
given adverse selection risk.  The 'CCC/RR6' ratings on First
Industrial's preferred stock reflect Fitch's view that recovery
prospects for preferred stock would be minimal given default.

These factors may result in positive momentum on the ratings:

  -- If the Fitch fixed-charge coverage ratio sustains above 1.2x
     (for the 12 months ended March 31, 2010, fixed-charge
     coverage was 1.1x);

  -- If the company's unencumbered asset coverage of unsecured
     debt and preferred stock sustains above 1.8x (as of March 31,
     2010, the company's unencumbered asset coverage ratio was
     1.7x but weaker when utilizing a range of capitalization
     rates on unencumbered NOI);

  -- A liquidity surplus.

These factors may result in negative momentum on the ratings:

  -- If the Fitch fixed-charge coverage ratio sustains at 1.0x or
     lower;

  -- If the company's unencumbered asset coverage of unsecured
     debt and preferred stock sustains below 1.6x;

  -- A covenant violation;

  -- A suspension of the company's preferred stock dividend.


FLYING J: Faces Criticism Over Environmental Liabilities
--------------------------------------------------------
Flying J Inc.'s Chapter 11 reorganization plan is facing criticism
from Montana's environmental regulator, which claims the plan
whitewashes the oil company's environmental liabilities to the
state, Bankruptcy Law360 reports.

Law360 says the Montana Department of Environmental Quality urged
Judge Mary Walrath of the U.S. Bankruptcy Court for the District
of Delaware on Monday to reject Flying J's reorganization plan.

                        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.


FONTAINEBLEAU LV: Fidelity Proposes Rule 2004 Exams Notice Filing
-----------------------------------------------------------------
Fidelity National Title Insurance Company and its affiliates, and
First American Title Insurance Company ask the U.S. Bankruptcy
Court for the Southern District of Florida to require parties-in-
interest in the Chapter 7 cases of Fontainebleau Las Vegas
Holdings LLC and its debtor-affiliates to file with the Court the
parties' pending and future notices of examinations under Rule
2004 of the Federal Rules of Bankruptcy Procedure, as well as any
written responses or objections to those notices.

Fidelity and First American filed proofs of claims in the Debtors'
bankruptcy cases in connection with insurance policies they issued
to certain Debtors.

David M. Levine, Esq., at Levine Kellogg Lehman Schneider +
Grossman, LLP, in Miami, Florida -- dml@tewlaw.com -- contends
that by filing the Rule 2004 Notices, creditors like Fidelity and
First American will be made aware through the Court's electronic
filing and service system of requests for information and
documents, and any objections or responses, that may be of
significance to them and other creditors with claims against the
Debtors' estates.

Substantive issues remain for determination by the Court in the
bankruptcy cases relating to claims objections, valuation of
assets and allocation of proceeds of the sale of the Debtors'
assets to Icahn Nevada Gaming Acquisition LLC, Mr. Levine reminds
the Court.  He asserts that these issues are factually intensive
and may require extensive discovery in the form of Rule 2004
examinations and document production.  He points out that
creditors need to be aware of those document requests for the
information produced may impact their claims against the estates.

Fidelity and First American assures the Court that Soneet R.
Kapila, the Debtors' Chapter 7 Trustee, has no objection to the
relief requested, as long as he continues to be served with Rule
2004 requests in the ordinary course pursuant to Rule 2004-1(A) of
the Local Rules of the United States Bankruptcy Court for the
Southern District of Florida.

                        *     *     *

Judge Cristol granted the request and directed the Debtors and
parties-in-interest to:

  -- file with the Court Notices of Rule 2004 Examinations that
     have already been served but not filed, future Notices, and
     all written responses or objections to those Notices; and

  -- continue to serve the Notices on the Chapter 7 Trustee,
     the Debtors, the Debtors' counsel and the party to be
     examined, pursuant to Local Rule 2004-1.

                   Term Lenders File Notice

Pursuant to the order requiring filing of Notices, the Term Lender
Steering Group notifies the Court and parties-in-interest that it
has served these pending Notices:

  (1) Subpoena and Rule 2004 Document Production Request to
      Fontainebleau Resorts, LLC;

  (2) Subpoena and Rule 2004 Document Production Request to
      Turnberry Residential Limited Partner, L.P.; and

  (3) Subpoena and Rule 2004 Document Production Request to
      Turnberry West Construction, Inc.

The Term Lender Steering Group also tells the Court that the only
written response or objection it received in connection with the
pending requests is from Fontainebleau, which was filed on
April 19, 2010.

  http://bankrupt.com/misc/FB_RetailMezzanineMOR042010.pdf

                 About Fontainebleau Las Vegas

Fontainebleau Las Vegas -- http://www.fontainebleau.com/-- is
constructing a luxury resort, Fontainebleu Las Vegas, on the
northern end of the Las Vegas Strip.

Fontainebleau Las Vegas Holdings, LLC and its units filed for
Chapter 11 protection on June 9, 2009 (Bankr. S.D. Fla. Lead Case
No. 09-21481).   Scott L Baena, Esq., at Bilzin Sumberg Baena
Price & Axelrod LLP, represented the Debtors in their
restructuring effort.   The Debtors' claims agent is Kurtzman
Carson Consulting LLC.  Attorneys at Genovese Joblove & Battista,
P.A., and Fox Rothschild, LLP, represent the Official Committee of
Unsecured Creditors.  Fontainebleau Las Vegas LLC listed more than
$1 billion in debt and a similar amount in assets, while each of
Fontainebleau Las Vegas Capital Corp. and Fontainebleau Las Vegas
Holdings, LLC, listed less than $50,000 in assets and more than
$1 billion in debts.

In February 2010, Icahn Enterprises L.P. acquired from
Fontainebleau Las Vegas and certain affiliated entities, the
Fontainebleau property and improvements thereon located in Las
Vegas, Nevada, for an aggregate purchase price of approximately
$150 million.

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


FONTAINEBLEAU LV: $40.6 Mil. in Claims Change Hands for May
-----------------------------------------------------------
The Clerk of the Bankruptcy Court recorded the transfer of six
claims totaling $40,645,199 from May 1 - May 31, 2010, to Brigade
Leveraged Capital Structures Fund, Ltd.:

  Transferor                        Claim No.    Claim Amount
  ----------                        ---------    ------------
  Blue Ridge Investments LLC           254        $11,548,399
  Blue Ridge Investments LLC           260         11,548,399
  Blue Ridge Investments LLC            --         11,548,399
  Morgan Stanley Senior Funding        945          2,000,000
  Morgan Stanley Senior Funding        946          2,000,000
  Morgan Stanley Senior Funding        793          2,000,000

For the period November 1, 2009, to April 12, 2010, the Clerk of
the Bankruptcy Court recorded the transfer of 74 claims totaling
$202,432,701.

                 About Fontainebleau Las Vegas

Fontainebleau Las Vegas -- http://www.fontainebleau.com/-- is
constructing a luxury resort, Fontainebleu Las Vegas, on the
northern end of the Las Vegas Strip.

Fontainebleau Las Vegas Holdings, LLC and its units filed for
Chapter 11 protection on June 9, 2009 (Bankr. S.D. Fla. Lead Case
No. 09-21481).   Scott L Baena, Esq., at Bilzin Sumberg Baena
Price & Axelrod LLP, represented the Debtors in their
restructuring effort.   The Debtors' claims agent is Kurtzman
Carson Consulting LLC.  Attorneys at Genovese Joblove & Battista,
P.A., and Fox Rothschild, LLP, represent the Official Committee of
Unsecured Creditors.  Fontainebleau Las Vegas LLC listed more than
$1 billion in debt and a similar amount in assets, while each of
Fontainebleau Las Vegas Capital Corp. and Fontainebleau Las Vegas
Holdings, LLC, listed less than $50,000 in assets and more than
$1 billion in debts.

In February 2010, Icahn Enterprises L.P. acquired from
Fontainebleau Las Vegas and certain affiliated entities, the
Fontainebleau property and improvements thereon located in Las
Vegas, Nevada, for an aggregate purchase price of approximately
$150 million.

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


FONTAINEBLEAU LV: Icahn Pulls $1.2 Bil. Permits for Casino
----------------------------------------------------------
Construction permits exceeding $1.2 billion in value were pulled
for the Fontainebleau casino resort in the Las Vegas Strip, Las
Vegas Sun reports.

Richard N. Velotta of the Las Vegas Sun says that the Clark County
Development Services, which tracks the issuance of building
permits, has reported that Icahn Nevada Gaming Acquisition LLC
pulled 47 permits for projects at the development's 2777 Las Vegas
Boulevard South address.

As previously reported, Judge Cristol approved the Debtors'
request to sell the bankrupt and unfinished Fontainebleau Las
Vegas casino resort for $156.1 million to Icahn Nevada.  Work on
the Project has yet to resume.

The 47 permits, which listed Taylor International Corp. as
contractor, include casino, hotel and restaurant remodelings,
miscellaneous commercial structure work and parking structure
modifications, the Las Vegas Sun reports.

                 About Fontainebleau Las Vegas

Fontainebleau Las Vegas -- http://www.fontainebleau.com/-- is
constructing a luxury resort, Fontainebleu Las Vegas, on the
northern end of the Las Vegas Strip.

Fontainebleau Las Vegas Holdings, LLC and its units filed for
Chapter 11 protection on June 9, 2009 (Bankr. S.D. Fla. Lead Case
No. 09-21481).   Scott L Baena, Esq., at Bilzin Sumberg Baena
Price & Axelrod LLP, represented the Debtors in their
restructuring effort.   The Debtors' claims agent is Kurtzman
Carson Consulting LLC.  Attorneys at Genovese Joblove & Battista,
P.A., and Fox Rothschild, LLP, represent the Official Committee of
Unsecured Creditors.  Fontainebleau Las Vegas LLC listed more than
$1 billion in debt and a similar amount in assets, while each of
Fontainebleau Las Vegas Capital Corp. and Fontainebleau Las Vegas
Holdings, LLC, listed less than $50,000 in assets and more than
$1 billion in debts.

In February 2010, Icahn Enterprises L.P. acquired from
Fontainebleau Las Vegas and certain affiliated entities, the
Fontainebleau property and improvements thereon located in Las
Vegas, Nevada, for an aggregate purchase price of approximately
$150 million.

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


FORD MOTOR: To Reduce Debt by More Than $4 Billion
--------------------------------------------------
Ford Motor Company is reducing its debt by more than $4 billion --
primarily by retiring debt owed to the UAW Retiree Medical
Benefits Trust ahead of schedule.  The company said it is taking
the action to further strengthen its balance sheet as it gains
momentum on its One Ford plan and remains on track to deliver
solid profits and positive Automotive operating-related cash flow
this year.

Ford is making scheduled payments in cash totaling about
$860 million on Notes A and B held by the UAW Retiree Medical
Benefits Trust -- including about $250 million due under Note A,
and $610 million due under Note B.  Ford had the option to pay
Note B with cash or Ford stock but agreed to pay with cash.  In
addition, Ford and its subsidiary, Ford Motor Credit Company, are
paying a combined $2.9 billion to retire the remaining obligation
on Note A at an agreed upon discount of 2%.

Separately, Ford is making a $255 million cash payment to bring
current previously deferred quarterly distributions on the 6.50%
Cumulative Trust Preferred Securities of Ford Motor Company
Capital Trust II.

With Wednesday's payments and an April payment of $3 billion on
its 2013 revolving credit facility, Ford will have reduced its
debt by more than $7 billion in the second quarter.  The second
quarter debt reduction will save Ford more than $470 million in
annual interest expense.

"Our One Ford plan to profitably grow our business is working, and
we are increasingly confident about the future," said Ford
President and CEO Alan Mulally.  "We expect to continue to improve
our balance sheet as we deliver on our plan. Importantly, our
business results make it possible to take these actions while
still accelerating the investments we are making in our business
to serve our customers with the very best cars and trucks.

"We are pleased to make these payments ahead of schedule for the
benefit of Ford and our UAW-Ford retirees who count on the Trust
for their health care benefits," Mr. Mulally said.

The second quarter debt reductions are in addition to a series of
actions Ford has taken since early 2009 to improve its balance
sheet.  These include completing transactions in spring 2009 that
reduced Ford's Automotive debt obligations by $10.1 billion, and
raising more than $5.7 billion since the second quarter of 2009
through several equity and equity-linked offerings.

                    VEBA Trust Note Obligations

Pursuant to a March 2008 settlement agreement, the UAW Retiree
Medical Benefits Trust was created to assume responsibility for
providing retiree health care benefits to eligible Ford-UAW
employees and their dependants, the cost of which would be funded
with assets contributed by Ford.

The settlement was amended in March 2009 to create Notes A and B,
which smoothed Ford's payment obligations and gave Ford the option
to use Ford stock to make payments under Note B.  On Dec. 31,
2009, Ford completed the transfer of assets, including Notes A
and B, to the UAW Retiree Medical Benefits Trust, and the trust
assumed the retiree health care liabilities.

                        June 2010 Agreement

The payments made Wednesday result from an agreement last week
between Ford and the UAW Retiree Medical Benefits Trust that
includes:

    * Ford making the scheduled payments on Notes A and B in cash
      totaling about $860 million.

    * Ford and Ford Credit purchasing for cash the remaining
      $2.96 billion outstanding principal amount of Note A at a
      price of 98%, or $2.9 billion, of which $1.6 billion is
      being paid by Ford and $1.3 billion is being paid by Ford
      Credit.  Ford Credit intends to deliver to Ford the portion
      of Note A that it is purchasing from the UAW Retiree Medical
      Benefits Trust to satisfy existing intercompany tax
      liabilities it owes to Ford.

    * Subject to regulatory approval, the UAW Retiree Medical
      Benefits Trust is providing Ford a three-year right
      beginning in July 2010 whereby Ford has the flexibility to
      pre-pay for cash, periodically during each year, all or a
      portion of the remaining $3.6 billion outstanding principal
      amount of Note B at a 5% discount for purchases made prior
      to 2012 and at a 4% discount for purchases made after 2011.
      Previously, Ford could pre-pay Note B once a year at par.

"We are very pleased with this transaction, which continues the
process of diversifying the Trust's assets at very attractive
values and assists the thousands of Ford retired employees, their
families and survivors and others who look to the Trust to fund
their retiree health benefits," said Samuel W. Halpern, president
of Independent Fiduciary Services, Inc., the independent fiduciary
and investment manager for the UAW Retiree Medical Benefits Trust.

       Repayment and Reinstatement of Distributions on TruPS

Ford also said it is paying in cash to the trustee all accrued
distributions previously deferred totaling $255 million on the
Trust Preferred Securities, and that it intends to resume making
quarterly distribution payments starting with the payment due on
July 15, 2010.

The accrued distributions will be paid by the trustee on July 15,
2010, to the holders of record of the Trust Preferred Securities
on June 30, 2010.  Distributions on the Trust Preferred Securities
had been deferred in accordance with their terms since April 15,
2009.

Ford said its liquidity and ability to generate positive cash flow
are sufficient to warrant reinstatement of the distributions on
the Trust Preferred Securities.

                         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.


FRANKLIN TOWERS: Posts $316,000 Net Loss in Q1 2010
---------------------------------------------------
Franklin Towers Enterprises, Inc., filed its quarterly report on
Form 10-Q, reporting a net loss of $316,082 on $712,511 of revenue
for the three months ended March 31, 2010, compared with a net
loss of $326,546 on $398,371 of revenue for the same period of
2009.

The Company's balance sheet at March 31, 2010, showed $6,413,162
in assets and $9,774,294 of liabilities, for a stockholders'
deficit of $3,361,132.

The Company started its test production at the end of June 2007
and commenced its manufacturing operations during the third
quarter of 2007.  The Company has incurred a net loss of $316,082
and $326,546, for the three months ended March 31, 2010, and 2009,
respectively.  The Company has an accumulated deficit of
$22,031,352 at March 31, 2010.  Substantial portions of the losses
are attributable to common stock issued for consulting services,
amortization of debt discount, deferred finance costs and
beneficial conversion feature, and accrued interest and penalties
in connection with the default of the Convertible Notes.  The
Company had a working capital deficiency of $5,107,408 and
$4,837,392 as of March 31, 2010, and December 31, 2009,
respectively.

Furthermore, as of July 12, 2008, the Company was in default on
its Convertible Notes payments due July 12, 2008.  The Notes
provide that, at the option of the holder, an event of default
shall make all sums of principal and interest then remaining
unpaid and all other amounts payable immediately due and payable
upon demand.  As of March 31, 2010, the unpaid convertible notes
payable balance is $2,792,175; unpaid accrued interest is
$554,153; and unpaid accrued liquidated damages penalty and
default penalty are $2,379,770.  The Company is currently
continuing to negotiate with investors and is seeking ways to
resolve the default issue with all investors.

"These factors raise substantial doubt concerning 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?658f

Chongqing, China-based Franklin Towers Enterprises, Inc.. was
incorporated on March 23, 2006, under the laws of the State of
Nevada.  The Company is focused on the production and sale of silk
and silk products.  The Company started its test production at the
end of June 2007 and commenced operations from the third quarter
of 2007.


FRASER PAPERS: To Seek Court OK to Sell New Hampshire Paper Mill
----------------------------------------------------------------
Fraser Papers Inc. will seek court approval of the transaction to
sell its paper mill in Gorham, New Hampshire.  Approval will be
sought from the Ontario Superior Court of Justice at a hearing
scheduled for July 7, 2010 and from the United States Bankruptcy
Court for the District of Delaware at a hearing scheduled for
July 14, 2010.  Fraser Papers and the purchaser have agreed to
extend the closing date to August 31, 2010 as they continue to
make positive progress toward finalizing terms of the transaction.

The paper mill in Gorham, New Hampshire currently operates three
paper machines and produced 80,000 tons of uncoated freesheet
papers and 37,000 tons of towel products in 2009.

In conjunction with the proposed sale of the of the Gorham mill,
Fraser Papers announced that it has provided notice to the
employees of the Gorham mill under the Worker Adjustment and
Retraining Notification Act.  In the event that the Company cannot
complete the transaction before August 31, 2010, the Company is
reserving its rights with respect to continuing operations at the
Gorham mill.

Fraser Papers remains under creditor protection pursuant to the
provisions of the Companies' Creditors Arrangement Act, with its
stay of proceedings having been extended by the court to July 9,
2010.  At the hearing scheduled for July 7, 2010, the Company
expects to, among other things, request an extension of the stay
of proceedings.

                      About Fraser Papers

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

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


FREDDIE MAC: Terminates Employment of Ex. VP Michael Perlman
------------------------------------------------------------
Michael Perlman was terminated from his position and
responsibilities as Executive Vice President - Operations &
Technology of Freddie Mac, effective immediately.  Mr. Perlman
will remain an employee of the company until August 2, 2010.
Payment of termination benefits to Mr. Perlman is yet to be
determined, and is subject to approval by the Federal Housing
Finance Agency.

                        About Freddie Mac

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

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


FREDDIE MAC: Approves 2010 Incentive Scorecards
-----------------------------------------------
Federal Housing Finance Agency approved Freddie Mac's 2010 Short-
Term Incentive and Long-Term Incentive Scorecards, which
establish:

   i) corporate performance objectives under the Company's 2010
      short-term incentive program for vice presidents and non-
      officer employees and

  ii) performance objectives under the Company's 2010 long-term
      incentive program for vice presidents and non-officer
      employees.

The STI and LTI programs noted above apply only to Freddie Mac
employees at the level of vice president and below.  However,
under the terms of Freddie Mac's Executive Management Compensation
Program, the funding levels that are approved under the STI and
LTI programs are principal determinants, along with other relevant
internal and external considerations, of the Deferred Base Salary
and Target Incentive Opportunity components, respectively, of
compensation for Covered Officers.  Covered Officers include the
chief executive officer, chief operating officer, chief financial
officer, executive vice presidents and senior vice presidents.

                        About Freddie Mac

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

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


FREDDIE MAC: Files May 2010 Monthly Volume Summary
--------------------------------------------------
Freddie Mac issued its May 2010 Monthly Volume Summary with the
Securities and Exchange Commission.  A full-text copy of the
Monthly Volume Summary is available for free at:

              http://ResearchArchives.com/t/s?65a0

                        About Freddie Mac

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

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


FREEPORT-MCMORAN COPPER: Moody's Reviews 'Ba1' Corp. Family Rating
------------------------------------------------------------------
Moody's Investors Service placed Freeport-McMoRan Copper & Gold's
Ba1 corporate family and probability of default ratings under
review for possible upgrade.  At the same time, Moody's placed the
Ba2 senior unsecured ratings of FCX under review for possible
upgrade.  In a related rating action, Moody's affirmed FCX's Baa1
senior secured bank credit facility ratings and the Baa2 ratings
on Phelps Dodge's senior unsecured guaranteed notes.  To the
extent the security and guarantees for the bank facilities and
Phelps Dodge notes falls away under any collateral fallaway
provisions in existing documents, in the event FCX's ratings are
upgraded, these ratings could be downgraded.

The review reflects FCX's improved financial profile as recovery
in copper markets has contributed to strengthened earnings and
cash flow generation and is prompted by the reduced level of debt
in the capital structure following various debt repayments made in
2010 to date.

The review will focus on the debt protection and leverage metrics
of the company under a scenario whereby the level of contribution
from the company's Indonesian operations is not as dominant as is
currently the case.  The review will assess the ability of FCX's
operations outside of Indonesia to contribute to metrics that
would provide acceptable debt protection measures for an
investment grade rating.  Incorporated in the review will be an
analysis of the guarantee and security structure of the debt
instruments within the company and the level of secured or
guaranteed debt that would be in the capital structure going
forward.  The review will also focus on the company's growth
capital expenditure investments and the ability to support from
internally generated sources, including existing cash, as well as
the company's financial management philosophy as it relates to
liquidity, the use of debt in the capital structure, and
shareholder returns.

On Review for Possible Upgrade:

Issuer: Freeport-McMoRan Copper & Gold Inc.

  -- Probability of Default Rating, Placed on Review for Possible
     Upgrade, currently Ba1

  -- Corporate Family Rating, Placed on Review for Possible
     Upgrade, currently Ba1

  -- Senior Unsecured Regular Bond/Debenture, Placed on Review for
     Possible Upgrade, currently Ba2

Outlook Actions:

Issuer: Freeport-McMoRan Copper & Gold Inc.

  -- Outlook, Changed To Rating Under Review From Stable

Moody's last rating action on FCX was February 19, 2008, when the
company's ratings were upgraded (corporate family rating to Ba1
from Ba2).

Headquartered in Phoenix, Arizona, FCX is the second largest
global copper producer with significant production in gold and
molybdenum.  The company's operations are based in the U.S.,
Indonesia, Chile, Peru and Africa.  FCX had revenue of $15 billion
in 2009.


FRONTIER DRILLING: Noble Expected to Repay Frontier ASA Debt
------------------------------------------------------------
Standard & Poor's Ratings Services' published press release on
June 28, 2010, is being republished to clarify its expectation
regarding Noble Corp.'s repayment of Frontier ASA's existing debt.
A corrected version is:

S&P revised its CreditWatch implications on Frontier Drilling ASA,
including on the 'CCC' corporate credit rating, to positive from
developing.

The revision in CreditWatch implications follows the announcement
that Noble Corp. (A-/Stable/--) will acquire FDR Holdings Ltd..
S&P rate Frontier Drilling ASA, an entity of FDR.  The agreement
is subject to customary closing conditions, including regulatory
approval.

Under the terms of the agreement, Noble will acquire FDR in a
$2.16 billion cash transaction.  It is S&P's expectation that
Noble will repay Frontier ASA's existing debt.  The combination
will provide Noble with an additional $2 billion backlog.  At the
same time, Noble is signing a master agreement with Royal Dutch
Shell PLC (Shell) that will increase Noble's backlog by an
additional $4 billion.  This master agreement is contingent upon
Noble's closing of the Frontier acquisition.

Key elements in resolving the CreditWatch will be Frontier's
credit profile and its strategic importance to Noble and whether
Noble will provide a guarantee, integrate Frontier into the
company, or leave it as a stand-alone subsidiary.  S&P expects to
comment on any notching implications upon or near the close of the
transaction.


GARY R MCLEAN: Can Sell Sun Valley Condominium to Pendleton King
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Washington
authorized Gary R. McLean to sell its real property located at
120 N. 2nd Ave., Unit 301, Ketchum, Idaho, commonly known as the
Sun Valley Condominium, to Pendleton King for $1,800,000.

The Debtor is also authorized to pay from the sale price:

   -- 3% real estate broker's commission; and

   -- $25,000 hold back from the sale proceeds to cover potential
      punch list items and litigation expenses pursuant to the
      provisions of the sale agreement.

The remainder of the sale proceeds will be distributed from escrow
as:

   1. $56,000 will be distributed to Kathleen Ann McLean as
      reimbursement of reduced spousal maintenance;

   2. $42,439 will be distributed to the Debtor, Mr. McLean, as
      claimed reimbursement of the Debtor's share of expenses
      related to maintenance and upkeep of the property;

   3. 75% of the remaining sale proceeds will be distributed to
      Ms. McLean as her percentage share of the sale proceeds;

   4. the remaining 25% of sale proceeds will be distributed to
      Mr. McLean as his percentage share of the sale proceeds; and

   5. the balance of the $25,000 hold back remaining after notice
      of completion of the litigation will be distributed 75% to
      Ms. McLean and 25% to the Debtor.

The Debtor is represented by:

     Kevin P. Hanchett, Esq.
     Jeffrey L. Smoot, Esq.
     Lasher Holzapfel Sperry & Ebberson, P.L.L.C.
     601 Union Street, Suite 2600
     Seattle, WA 98101-4000
     Tel: (206) 624-1230

                       About Gary R. McLean

Seattle, Washington-based Gary R. McLean filed for Chapter 11
bankruptcy protection on April 20, 2010 (Bankr. W.D. Wash. Case
No. 10-14407).  Jeffrey L. Smoot, Esq., at Lasher Holzapfel Sperry
& Ebberson PLLC, assists the Company in its restructuring effort.
The Company estimated its assets and debts at $10,000,001 to
$50,000,000.


GENERAL GROWTH: To File Holdings' Reorganization Plan by July 9
---------------------------------------------------------------
General Growth Properties, Inc. expects to file its Chapter 11
Plan of Reorganization and accompanying disclosure statement on or
around July 9, 2010.  Concurrent with this announcement, GGP has
filed a motion with the United States Bankruptcy Court for the
Southern District of New York requesting an extension of its
exclusive period in which to file the Chapter 11 Plan of
Reorganization through October 18, 2010, and its exclusive period
to solicit acceptances of any Plan of Reorganization through
December 16, 2010.  The current exclusivity periods are scheduled
to expire on July 15, 2010, and September 15, 2010, respectively.

While GGP expects to file its plan within the current exclusivity
period, the requested extension is integral to GGP's strategy to
maximize value upon emergence.  The extension would allow GGP to
continue to explore all financing emergence options available to
it and to complement or replace existing financing commitments on
an exclusive basis.

                     About General Growth

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

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

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


GENERAL MOTORS: In Talks With Lenders to Partner for Car Loans
--------------------------------------------------------------
Giant carmaker General Motors Co. is negotiating with financial
institutions in an effort to find a partner that will provide auto
loans to its customers, the Wall Street Journal reported.

After letting go of its control over General Motors GMAC LLC three
years ago, GM has had difficulty providing loans to its consumers.
GMAC is GM's finance arm that the automaker gave up to the U.S.
for a $16.3 billion government funding.  Without an in-house
lender, GM is will have difficulty to recover the market share it
once held, however, the automaker is setting aside for now the
possibility of acquiring its own lending arm, people familiar with
the situation told the Journal.

GM wants to reconnect with GMAC, which has changed its name to
Ally Financial Co., but the automaker wants to look for lenders
who are willing to grant loans like subprime lending and leasing;
an undertaking that GMAC hasn't been too willing to venture into,
the Journal related.

Sources told the Journal that this step reduces the possibility
that GM will open its own lending arm, or regain control of GMAC's
auto lending business, however, GMAC or Ally is not signifying
interest about GM's plans.

GM's dealers reported that the absence of an in-house lender will
often force them to turn away customers because of a failure to
tap financing.

                         About General Motors

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

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

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

                   About Motors Liquidation

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

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

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


GENERAL MOTORS: U.S. Carmakers Leading Job Creation, Says AAPC
--------------------------------------------------------------
American automakers -- Chrysler Group LLC, Ford Motor Company and
General Motors Company -- outperformed import automakers in J.D.
Power's 2010 Initial Quality Survey.  GM, Ford and Chrysler's
consistent focus on building the highest quality product is paying
off.  Over the last 10 years, the companies' initial quality has
improved over 50%.

"Our companies' quality performance has consistently improved
throughout the last decade and this is one more piece of evidence
that shows we make the world's best cars," American Automotive
Policy Council President Stephen Collins said.

Equally encouraging, the auto industry created over 29,000 jobs so
far this year. Last month alone, the industry added nearly one-
quarter of total private sector jobs created in the United States.
"With auto production and jobs now ramping up, Chrysler,
Ford and GM are a leading force in pulling the country out of the
recession," AAPC President Collins said.

The American Automotive Policy Council, Inc. (AAPC) --
http://www.americanautocouncil.org-- is a Washington, D.C.
association that represents the common public policy interests of
its member companies Chrysler Group LLC, Ford Motor Company and
General Motors Company.

                         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: Buyer Demand Keeps Most U.S. Plants Open in Summer
------------------------------------------------------------------
Most General Motors U.S. plants will forego traditional summer
shutdowns to help meet buyer demand for popular Chevrolet, Buick,
GMC, and Cadillac cars, crossovers, and trucks.

Nine of the 11 assembly plants will continue to operate during the
traditional shut-down period from June 28 to July 9.  Most of GM's
U.S. stamping and powertrain plants will also work to support
assembly operations.   The decision is expected to generate up to
56,000 additional vehicles.

"This move will help buyers waiting for high-demand products such
as the Buick LaCrosse, Chevrolet Traverse, and GMC Acadia," said
Mark Reuss, president of GM North America.  "Our manufacturing
teams are taking creative approaches to increase production and
reduce the wait times for our dealers and customers."

Historically, the summer shut-down was used by the automakers to
complete the annual model changeover.  Over the last 20 years, the
two-week shut-down evolved, allowing the domestic auto industry to
support maintenance operations and enabling employees to use their
vacation weeks without interrupting overall productivity.

New language in the UAW-GM national agreement allows the company
to "flex" when down weeks will be taken.  In some circumstances,
it will be possible to designate those weeks as mandatory vacation
time.  In other circumstances, when no downtime is possible due to
market demand, the plants can hire temporary employees to provide
vacation coverage.  The temporary employees receive training in
safety and quality to ensure they are capable of supporting
production at a high level.

"We've added shifts to plants, run significant overtime, and
optimized line speeds to get more products to our customers," said
Diana Tremblay, GM vice president of Manufacturing and Labor.
"Our UAW-GM workforce has contributed to our ability to make these
changes while continuing to meet our business targets."
                         *     *     *

Assembly plants working through the traditional summer shut- down
are Arlington, TX;  Bowling Green, KY;  Detroit Hamtramck, MI;
Fairfax, KS;  Flint, MI;  Fort Wayne, IN;  Lansing Delta Township,
MI; Lansing Grand River, MI; and Wentzville, MO.

                         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: Hosts 1st Global Business Conference
----------------------------------------------------
The new General Motors on Tuesday hosted a group of approximately
200 members of the financial community and other stakeholders at
its first annual Global Business Conference at GM's Technical
Center in Warren, Michigan.  The event was the first of its kind
since the launch of the new company in July 2009.

The conference featured an in-depth review of GM's global
business, with updates by Chairman and CEO Ed Whitacre, Vice
Chairman Steve Girsky, Vice Chairman and CFO, Chris Liddell, and
GM's regional presidents.  Vice Chairman of Global Product
Operations Tom Stephens provided a review of GM's global product
portfolio, and an early preview of some upcoming products,
including the next generations of the popular Opel Insignia,
Chevrolet Malibu, and Cadillac CTS.

Mr. Whitacre kicked off the conference by sharing his perspective
on how he sees the company today, the progress it has made, and
the opportunities ahead for GM.

"We're not reintroducing GM today, we're introducing a new GM,
because we are a new and much different company than we were 12
months ago," Mr. Whitacre said.  "We're creating a new GM - one
that truly is different.  We have a simplified focus on designing,
building, and selling the world's best vehicles. We're producing
first-rate cars and trucks that customers are buying around the
world.  We have a new management team that `gets it' and is
executing well."

Tim Lee, president of GM's International Operations; Jamie Ardila,
president of GM South America; Nick Reilly, president of GM Europe
and chairman of the management board of Opel/Vauxhall; Vice
President and CFO of Opel/Vauxhall Europe, Mark James; and Mark
Reuss, president of GM North America, gave a market-by-market
assessment of the company's progress.

By closely managing the business at the regional level, with
specific focus on the trends in local markets, and by leveraging
GM's global capability, the company is well positioned to take
advantage of anticipated growth in the global auto market.

A highlight of the day was an extensive ride-and-drive for the
guests, which featured virtually all of GM's current U.S. models
from its Chevrolet, Buick, GMC, and Cadillac brands, including the
all-new Chevrolet Cruze and the Chevrolet Volt extended-range
electric vehicle.

Mr. Girsky shared his perspectives on how GM is operating
differently today, and what global market challenges still lie
ahead, including further market fragmentation and new vehicle
market volatility, and outlined how GM is addressing these
challenges and aligning the company to take full advantage of
opportunities ahead.

Mr. Liddell concluded the day by summarizing the importance of
GM's global resources and financial strength in stabilizing and
growing the business.  He reinforced GM's commitment to
communicating in an open and consistent manner, and to keeping the
focus on the key factors that are important to the business and
its stakeholders.

"Today's event gave us a unique opportunity to highlight the
fundamental changes we're making at GM.  With global growth
potential in both mature and emerging markets, a dramatically
lower break-even level in North America, actions underway to
restructure Europe, and a much stronger balance sheet, we are
making the changes needed for long-term success," Mr. Liddell
said.

An audio replay and accompanying presentation charts are available
on GM's Investor Relations Web site at:

     http://www.gm.com/corporate/investor_information/cal_events

                         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: Court OKs Sale of Wilmington Plant to Fisker
------------------------------------------------------------
Sharon Terlep at The Wall Street Journal reports that U.S.
Bankruptcy Judge Robert E. Gerber in New York on Tuesday approved
the sale of a former GM plant in Wilmington, Del., to Fisker
Automotive for $20 million.  Fisker, a start-up company based in
Irvine, Calif., plans to assemble a plug-in hybrid electric
vehicle in the plant.  According to Ms. Terlep, the sale was
orchestrated by Motors Liquidation Co., the "Old GM" charged with
disposing of the assets GM left behind in its reorganization.

                         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)


GENTIVA HEALTH: S&P Assigns 'BB+' Rating on $200 Mil. Loan
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its rating of 'B+' on
Atlanta-based home health services provider Gentiva Health
Services Inc.  At the same time, S&P assigned a 'BB-' issue-level
rating on the company's proposed $200 million and $600 million
term loans that will mature in 2015 and 2016, respectively, and
the $125 million revolving facility maturing in 2015.  The
recovery rating on these debt issues is '2', indicating S&P's
expectation for substantial (70%-90%) recovery in the event of
payment default.

In addition, S&P assigned a 'B-' issue-level rating to the
company's proposed $305 million senior unsecured notes that will
mature in 2018.  The recovery rating on the notes is '6',
indicating S&P's expectation for negligible (0%-10%) recovery in
the event of a payment default.

Upon completion of the new debt transaction, S&P expects the
existing debt to be repaid and the ratings withdrawn."

The ratings on Gentiva continue to reflect its weak business risk
profile as a result of the company's significant reliance on
Medicare and its acquisitive growth strategy.  Despite the
company's position as a leading provider in a highly fragmented
industry, ability to grow organically, and strong liquidity
position, the rating also incorporates prospects for health
reform-related rate cuts over the next few years and Gentiva's
demonstrated interest in aggressively broadening its operating
base by way of debt financing.

The planned acquisition of hospice provider Odyssey HealthCare for
approximately $1 billion would diversify Gentiva's business
operations by reducing its existing 90% plus concentration in home
health services to approximately 60%.  The acquisition would also
make Gentiva a leading provider of hospice services and add close
to $700 million of annual revenues.  However, its existing payor
concentration with Medicare, which generates about 73% of the
company's total revenues, would be magnified with Odyssey's
dependence upon Medicare for over 90% of its revenues.  This would
increase Gentiva's exposure to the vagaries of potential Medicare
regulatory and reimbursement changes to hospice services.
However, it will lessen the intensity of the impact of future rate
cuts affecting the home health sector by diversifying the type of
Medicare payments received between hospice and home health.  In
particular, recent health reform legislation imposes an annual 1%
market-basket reduction for the next three years, eliminates the
2010 benefit of changes in the outlier payment on the base rate
for home health care providers beginning in 2011 and mandates
significant change in the payment methodology beginning in 2014.
The total effect on the home health industry over 10 years from
these changes is estimated by the Congressional Budget Office to
be near $40 billion.  In addition, regulators recently increased
their scrutiny of the way in which home health providers
previously billed for services, which potentially could adversely
affect future Medicare reimbursement.


GIGOPTIX INC: Gets Okay from NYSE Amex to File Listing Application
------------------------------------------------------------------
GigOptix, Inc., has announced that it has received clearance from
the NYSE Amex stock exchange to file an application for listing of
its common stock.  Approval of the application is subject to
certain enumerated conditions, including among others the
completion of the pending underwritten public offering and
GigOptix' continued compliance with other listing requirements of
the exchange, including specifically, maintenance of the common
stock at or above the minimum price requirement of $3.00 per
share.

GigOptix has reserved the ticker symbol "GIG" for trading on the
NYSE Amex.  GigOptix common shares will continue to trade on the
Over-the-Counter Bulletin Board under the symbol "GGOX" until all
of the conditions to trading on the NYSE Amex have been satisfied
and the shares begin officially trading on the NYSE Amex, after
which GigOptix common shares will no longer be traded on the Over-
the-Counter Bulletin Board.

Commenting on the conditional listing approval, Chairman of the
Board and Chief Executive Officer, Dr. Avi Katz stated, "We are
pleased to reach this significant milestone as part of the
Company's development and future growth initiatives.  We believe
that GigOptix listing on the NYSE Amex exchange will prove to be
highly beneficial to our existing shareholders by increasing
GigOptix' visibility, liquidity and suitability for a broader
group of institutional investors."

This approval is contingent upon GigOptix being in compliance with
all applicable listing standards on the date that it begins
trading on the NYSE Amex exchange and may be rescinded if GigOptix
is not in compliance with such standards or if any of the
standards outside of its control are not satisfied.

                       About GigOptix, Inc.

Based in Palo Alto, Calif., GigOptix, Inc. (OTC BB: GGOX)
- http://www.GigOptix.com/- is a fabless manufacturer of high
performance electronic and electro-optic semiconductor products
that enable high speed telecommunications and data-communications
networks.  The Company offers a broad portfolio of high speed
electronic devices including polymer electro-optic modulators,
modulator drivers, laser drivers and TIAs for telecom, datacom,
Infiniband and consumer optical systems, covering serial and
parallel communication technologies from 1G to 100G.  GigOptix now
also offers the widest range of mixed-signal and RF ASIC solutions
in the market including Standard Cell, Hybrid and Structured ASICs
targeting the Consumer, Industrial, Defense & Avionics industries.

                          *     *     *

The Company has incurred significant losses since inception,
attributable to its efforts to design and commercialize its
products.  For the three months ended April 4, 2010, and the year
ended December 31, 2009, the Company incurred net losses of
$2.2 million and $10.4 million, respectively, and cash outflows
from operations of $2.0 million and $4.1 million, respectively.
As of April 4, 2010, and December 31, 2009, the Company had an
accumulated deficit of $71.2 million and $69.0 million,
respectively.

The Company's significant recent operating losses and negative
cash flows, among other factors, raise substantial doubt as to its
ability to continue as a going concern.


GLEBE, INC: Files for Chapter 11 to Restructure Debt
----------------------------------------------------
Daleville, Virginia-based The Glebe, Inc., filed for Chapter 11 on
June 28 in Roanoke (Bankr. W.D. Va. Case No. 10-71553).

Rex Bowman at The Roanoke Times reports that Glebe attributed its
financial trouble to construction delays, the recession and a weak
housing market.  The Company, according to the report, said it has
received a financing commitment to help it make a fresh start.

Glebe Inc. is a retirement community with 196 residents.  The
Company listed $57 million in assets and $80 million in
liabilities.


GLEBE, INC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: The Glebe, Inc.
        200 The Glebe Blvd.
        Daleville, VA 24083

Bankruptcy Case No.: 10-71553

Chapter 11 Petition Date: June 28, 2010

Court: United States Bankruptcy Court
       Western District of Virginia (Roanoke)

Judge: Ross W. Krumm

Debtor's Counsel: Michael E. Hastings, Esq.
                  Leclair Ryan, A Professional Corporation
                  1800 Wachovia Tower
                  Drawer 1200
                  Roanoke, VA 24006
                  Tel: (540) 777-3065
                  Fax: (540) 510-3050
                  E-mail: michael.hastings@leclairryan.com

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

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

The petition was signed by Randall Robinson, company's president
and chief executive officer.

Debtor's List of 20 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Lakewood Manor            Intercompany           $3,600,859
Retirement Community,     Payable
Inc.
1900 Lauderdale Drive
Richmond, VA 23238

Virginia Baptist Homes    Intercompany           $1,613,949
Foundation                Payable
2828 Emerywood Parkway
Richmond, VA 23294-3718

Lorna Baker               Refundable Entrance    $389,589
Attn: Tammy Yarter        Fee & Life Care
P.O. Box 2867             Obligation
Roanoke, VA 24001-2867

Leon and Jane Jennings    Refundable Entrance    $344,627
200 The Glebe Blvd.       Fee & Life Care
Apt.#3000                 Obligation
Daleville, VA 24083

Curtis and Carolyn        Refundable Entrance    $326,767
Humphris                  Fee & Life Care
195 Fincastle Court       Obligation
Daleville, VA 24083

Clyde and Karen Carter    Refundable Entrance    $276,981
Attn: Lynanne Newman      Fee & Life Care
P.O. Box 5228             Obligation
Martinsville, VA 24115

M. Caldwell and Jane      Refundable Entrance    $269,129
Butler                    Fee & Life Care
200 The Glebe Blvd.       Obligation
Apt.#1024
Daleville, VA 24083

Joy McNabb                Refundable Entrance    $255,323
205 Fincastle Court       Fee & Life Care
Daleville, VA 24083       Obligation

Robert and Dora           Refundable Entrance    $234,607
Harshbarger               Fee & Life Care
200 The Glebe Blvd.       Obligation
Apt.#3036
Daleville, VA 24083

Vernon and Jane Daniel    Refundable Entrance    $225,493
200 The Glebe Blvd.       Fee & Life Care
Apt.#3028                 Obligation
Daleville, VA 24083

Richard and Lu            Note Payable           $210,054
Shirley Coar
42727 Afton Lane
Roanoke, VA 24012

Thomas and Carolyn        Refundable Entrance    $204,729
Harrison                  Fee & Life Care
85 Fincastle Court        Obligation
Daleville, VA 24083

Malcolm and Lorra         Refundable Entrance    $200,749
Doolittle                 Fee & Life Care
609 Dunberry Drive        Obligation
Arnold, MD 21012

Max and Nancy Bertholf    Refundable Entrance    $199,720
200 The Glebe Blvd.       Fee & Life Care
Apt/#3010                 Obligation
Daleville, VA 24083

Daniel and Wilma Todd     Refundable Entrance    $193,565
                          Fee & Life Care
                          Obligation

Charles Felts             Refundable Entrance    $187,882
                          Fee & Life Care
                          Obligation


Carole Edwards            Life Care Obligation   $181,992

Cecil and Marlene Short   Life Care Obligation   $181,622

Joseph and Bonita Lucas   Refundable Entrance    $187,596
                          Fee & Life Care
                          Obligation

U.S. Bank National        Deficiency             Unknown
Association


GLENN MANIGAULT: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Joint Debtors: Glenn L. Manigault, Jr.
               Angela D. Manigault
                 aka Angela D. Simpson-Manigault
                     Angela D. Simpson
               8 Woodbine Drive
               Highland Mills, NY 10930

Bankruptcy Case No.: 10-36936

Chapter 11 Petition Date: June 26, 2010

Court: U.S. Bankruptcy Court
       Southern District of New York (Poughkeepsie)

Judge: Cecelia G. Morris

Debtor's Counsel: Anne J. Penachio, Esq.
                  Penachio Malara LLP
                  235 Main Street, Sixth Floor
                  White Plains, NY 10601
                  Tel: (914) 946-2889
                  Fax: (914) 946-2882
                  E-mail: apenachio@pmlawllp.com
                          penachio.anne@gmail.com

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

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

The petition was signed by the Joint Debtors.

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
American Home Mtg Srv              Single Family        $5,625,972
4600 Regent Boulevard              Home
Irving, TX 75063

American Home Mtg Srv              Single Family        $2,701,261
4600 Regent Boulevard              Home
Irving, TX 75063

Washington Mutual                  Single Family          $797,434
Mortgage/ Chase                    Home
Attention: Bankruptcy Department
JAXA 2035
7255 Bay Meadows Way
Jacksonville, FL 32256

Washington Mutual                  Single Family          $508,504
Mortgage/ Chase                    Home
Attention: Bankruptcy Department
JAXA 2035
7255 Bay Meadows Way
Jacksonville, FL 32256

Town of Fairfield                  Real Property           $80,000
Tax Collector                      Tax

Bank Of America                    Credit Card             $47,984

Gmac Automotive Bank               2010 Chevey             $47,977
                                   Avalanche

Chase                              Credit Card             $34,793

Amex                               Credit Card              $6,627

All American Landcape              --                       $6,000

Hendricks Furnature Group          Furnature                $3,500

Hsbc Bank                          Check Credit             $1,690
                                   Or Line of Credit

Chubb and Son                      --                       $1,187

Td Bank N.a.                       Check Credit               $934
                                   Or Line of Credit

American Express                   Credit Card                $851

Td Bank N.a.                       Check Credit               $723
                                   Or Line of Credit

Greeenleaf Services                --                         $557

American Express                   Credit Card                $504

Eastern Account System             Collection                 $445
                                   Attorney Norwalk
                                   Radiology
                                   Consultant

United Illuminating                Agriculture                $435


GLOUCESTER ENGINEERING: Case Converted to Voluntary Chapter 11
--------------------------------------------------------------
The Hon. Joan N. Feeney of the U.S. Bankruptcy Court for the
District of Massachusetts to convert Gloucester Engineering Co.,
Inc.'s involuntary Chapter 7 proceeding to Chapter 11.  According
to the Debtor, two of the three original petitioning creditors
subsequently withdrew their petitions.

On March 23, 2010, Plastifar, S.A., Ranor, Inc., and HUB
Technologies, Inc., filed an involuntary Chapter 7 bankruptcy
petition against the Debtor.  The Debtor did not answer the
involuntary petition.

On April 23, 2010, Plastifar and HUB Technologies filed a motion
to dismiss the bankruptcy case, which motion was denied by this
Court by order dated June 3, 2010.  The Court also entered on
June 3 an order establishing June 18, 2010, as the deadline for
additional creditors to join as petition creditors.

On June 18, 2010, Insco Corporation, CENSCO, LLC, Minuteman
Controls Co., Inc., and Bacon Felt Co., Inc., joined or moved to
join Ranor, Inc.'s involuntary petition.

Conversion of the Chapter 7 case to Chapter 11 allows the Debtor
to implement a restructuring which will maximize the value of its
estate for the benefit of its creditors.

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.


GLOUCESTER ENGINEERING: Sec. 341(a) Meeting Scheduled for July 27
-----------------------------------------------------------------
The U.S. Trustee for Region 1 will convene a meeting of Gloucester
Engineering Co., Inc.'s creditors on July 27, 2010, at 1:15 p.m.
The meeting will be held at Suite 1055, U.S. Trustee Office, J.W.
McCormack Post Office & Court House, 5 Post Office Sq., 10th Fl,
Suite 1000, Boston, MA 02109.

This is the first meeting of creditors required under Section
341(a) of the U.S. Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend. This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

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.

Gloucester Engineering's Chapter 7 case -- filed on March 23, 2010
-- was converted to Chapter 11 bankruptcy protection on June 25,
2010 (Bankr. D. Mass. Case No. 10-12967).


GREAT ATLANTIC: Files 2009 Annual Report for Savings Plan
---------------------------------------------------------
The Great Atlantic & Pacific Tea Company, Inc., filed with the
Securities and Exchange Commission an annual report on Form 11-K
for the Great Atlantic & Pacific Tea Company, Inc. Savings Plan
for the year ended December 31, 2009.  At December 31, 2009, Net
assets available for benefits total $481,856,819.

A full-text copy of the Form 11-K is available at no charge at
http://ResearchArchives.com/t/s?65a1

                            About A&P

Based in Montvale, New Jersey, The Great Atlantic & Pacific Tea
Company, Inc. (A&P, NYSE Symbol: GAP), founded in 1859, is one of
the nation's first supermarket chains.  The Company operates 429
stores in 8 states and the District of Columbia under the
following trade names: A&P, Waldbaum's, Pathmark, Pathmark Sav-a-
Center, Best Cellars, The Food Emporium, Super Foodmart, Super
Fresh and Food Basics.

At February 27, 2010, the Company had total assets of
$2,827,217,000 against total liabilities of $3,223,663,000 and
Series A redeemable preferred stock of $132,757,000, resulting in
stockholders' deficit of $529,203,000.


GREAT CANADIAN: Moody's Affirms 'Ba3' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service affirmed all ratings of Great Canadian
Gaming Corporation, including its Ba3 Corporate Family Rating and
Probability of Default Rating, Ba2 rating of the senior secured
credit facilities and B2 rating of the senior subordinated notes
due 2015.  The rating outlook is stable.

"The rating affirmation reflects that Great Canadian's performance
remains in line with Moody's expectation despite the continued
topline pressure due to weakened gaming demand in Canada,"
commented Moody's analyst John Zhao.

The ratings continue to consider the company's leading market
position, eligibility for capital spending reimbursement programs
in British Columbia (B.C.) and Nova Scotia, and substantial
barriers to entry in the regulated Canadian gaming markets.  The
rating also incorporates Great Canadian's small size and limited
diversification: over 50% of its consolidated cash flow currently
comes from two casinos in B.C.  While the company has not been
immune to the economic downturn, the revenue decline was
relatively modest (5% in 2009)in part due to modest addition of
gaming facilities.  More importantly, the company timely responded
by cutting costs effectively and deferring capital spending to
have more than offset the impact from weaker revenue, resulting in
expanded EBITDA and notable debt reduction through the repayment
of revolver borrowings.

As of March 31, 2010, Great Canadian's debt/EBITDA of 3.2x and
(EBITDA-Capex)/Interest of 2.2x on the last twelve month basis,
solidly positioned the company at Ba3 rating category.  While the
near-term topline pressure remains, Moody's stable outlook
anticipates EBITDA to remain resistant and credit measures to stay
consistent with the rating category.  Further, the stable outlook
assumes that the company will likely generate healthy free cash
flow in the next 12-18 months as the development capital spending
moderates and financial policy with respect to acquisition and
share buyback would be managed prudently per Moody's expectation.

These ratings were affirmed:

* Corporate Family Rating -- Ba3

* Probability of Default Rating -- Ba3

* C$200 million senior secured revolving credit facility due 2012
  -- Ba2 (LGD2, 28%)

* US$ 170 million senior secured term loan due 2014 -- Ba2 (LGD2,
  28%)

* US$170 million senior subordinated notes due 2015 -- B2 (LGD5,
  83%)

* Rating outlook: stable

Moody's last rating action occurred on January 19, 2007, when the
Ba3 CFR was assigned.

Great Canadian Gaming Corporation, a TSX-listed company
headquartered in Richmond, British Columbia, is a multi-
jurisdictional gaming and entertainment operator in Canada with
operations in British Columbia, Ontario and Nova Scotia.  The
company also operates four card rooms in the State of Washington.
Ross McLeod, Chairman and Chief Executive Officer, is the largest
single shareholder and controls the voting rights of approximately
29% of the outstanding shares.  Revenue for the last twelve months
ended March 31, 2010, was approximately C$379 million.


GREEKTOWN HOLDINGS: Mackenzie Bills $0.89MM for March-May Work
--------------------------------------------------------------
Professionals retained in connection with Greektown Casinos'
bankruptcy cases filed applications for payment of fees and
reimbursement of expenses for these periods:

Professional        Applicable Period         Fees     Expenses
------------        -----------------       --------   --------
Conway Mackenzie,   03/01/10-05/31/10       $891,454     $4,696
Inc.

Ernst & Young LLP   03/01/10-05/31/10        792,516      5,061

Schafer and Weiner  03/01/10-05/31/10        264,278     17,015
PLLC

Clark Hill PLC      03/01/10-05/31/10         40,614        204

XRoads Solutions    03/01/10-05/31/10         28,712        490
Group LLC

Jackier Gould PC    03/01/10-05/31/10         16,157        751

Honigman Miller     04/08/10-06/08/10        470,574      9,668
Schwartz and Cohn
LLP

Osipov Bigelman     05/27/10-05/31/10          3,156          0
P.C.

                         *     *     *

The Court has approved XRoads Solutions' interim fee application
for the December 2009 to February 2010 period.

                     About Greektown Casino

Based in Detroit, Michigan, Greektown Holdings, LLC, and its
affiliates -- http://www.greektowncasino.com/-- operate world-
class casino gaming facilities located in Detroit's historic
Greektown district featuring more than 75,000 square feet of
casino gaming space with more than 2,400 slot machines, over 70
tables games, a 12,500-square foot salon dedicated to high limit
gaming and the largest live poker room in the metropolitan Detroit
gaming market.  Greektown Casino employs approximately 1,971
employees, and estimates that it attracts over 15,800 patrons each
day, many of whom make regular visits to its casino complex and
related properties.  In 2007, Greektown Casino achieved a 25.6%
market share of the metropolitan Detroit gaming market.  Greektown
Casino has also been rated as the "Best Casino in Michigan" and
"Best Casino in Detroit" numerous times in annual readers' polls
in Detroit's two largest newspapers.

The Company and seven of its affiliates filed for Chapter 11
protection on May 29, 2008 (Bankr. E.D. Mich. Lead Case No.
08-53104).  Daniel J. Weiner, Esq., Michael E. Baum, Esq., and
Ryan D. Heilman, Esq., at Schafer and Weiner PLLC, represent the
Debtors in their restructuring efforts.  Judy B. Calton, Esq., at
Honigman Miller Schwartz and Cohn LLP, represents the Debtors as
their special counsel.  The Debtors chose Conway MacKenzie &
Dunleavy as their financial advisor, and Kurtzman Carson
Consultants LLC as claims, noticing, and balloting agent.  Clark
Hill PLC serves as counsel to the Official Committee of Unsecured
Creditors.

Greektown Holdings listed assets and debts of $100 million to
$500 million in its bankruptcy petition.

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


GRUBB & ELLIS: Posts $24.1 Million Net Loss for Q1 2010
-------------------------------------------------------
Grubb & Ellis Company filed its quarterly report on Form 10-Q,
reporting a net loss of $24.1 million on $132.5 million of revenue
for the three months ended March 31, 2010, compared with a net
loss of $43.3 million on $122.2 million of revenue for the same
period of 2009.

The Company's balance sheet at March 31, 2010, showed
$346.0 million in assets, $263.4 million of liabilities, and
$90.1 million of 12% cumulative participating perpetual
convertible preferred stock, for a stockholders' deficit of
$7.5 million.

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

               http://researcharchives.com/t/s?6591

Grubb & Ellis Company (NYSE: GBE) -- http://www.grubb-ellis.com/-
- is one of the largest commercial real estate services and
investment companies in the world.  The Company is headquartered
in Santa Ana, California.


GRUBB & ELLIS: Sells Add'l $1.5MM of Its 7.95% Convertible Notes
----------------------------------------------------------------
Grubb & Ellis Company has sold an additional $1.5 million of its
7.95% unsecured convertible notes due in 2015 pursuant to the
exercise of the over-allotment option granted to the initial
purchaser in connection with the Company's private note offering
of $30 million that closed on May 7, 2010.

The Company intends to use the net proceeds of approximately
$29.4 million from the sale of the aggregate of $31.5 million of
notes to fund growth initiatives, short-term working capital and
general corporate purposes.  The notes are convertible into the
Company's common stock at an initial conversion rate of 445.583
shares per $1,000 principal amount of notes, subject to the
Indenture governing the notes dated as of May 7, 2010.

All of the notes in the private offering were sold to qualified
institutional buyers pursuant to Rule 144A of the Securities Act
of 1933, as amended.

The notes and the underlying common stock issuable upon conversion
have not been registered under the Securities Act or applicable
state securities laws.  In connection with the private note
offering, the Company has filed with the Securities and Exchange
Commission a shelf registration statement on Form S-3 registering,
on behalf of the purchasers of the notes, the resale of the notes
and the shares of common stock issuable upon conversion of the
notes.

A full-text copy of the Form S-3 is available at no charge at:

               http://researcharchives.com/t/s?6590

Grubb & Ellis Company (NYSE: GBE) - http://www.grubb-ellis.com/-
is one of the largest commercial real estate services and
investment companies in the world.  The Company is headquartered
in Santa Ana, California.

                          *     *     *

At March 31, 2010, the Company had $346.0 million in assets,
$263.4 million of liabilities, and $90.1 million of 12% cumulative
participating perpetual convertible preferred stock, for a
stockholders' deficit of $7.5 million.


HCA INC: Hercules OKs Increase in Authorized Shares
---------------------------------------------------
Hercules Holding II LLC, the holder of 91,845,692 shares, or
approximately 97%, of the issued and outstanding shares of capital
stock of HCA Inc., executed a written consent approving:

    1) the Company's Amended and Restated Certificate of
       Incorporation,

    2) an increase in the number of authorized shares of the
       Company's common stock from 125,000,000 to 1,800,000,000,
       as reflected in the Company's Amended and Restated
       Certificate of Incorporation and

    3) the adoption of the 2006 Stock Incentive Plan for Key
       Employees of HCA Inc. and its Affiliates, as Amended and
       Restated.

The consent will become effective on or about July 12, 2010.  The
written consent contemplates that the Amended and Restated
Certificate of Incorporation and the Stock Incentive Plan will
become effective immediately prior to and subject to the
effectiveness of the registration statement relating to the
anticipated initial public offering of the Company's common stock.
A notice of the foregoing stockholder action has been sent to the
holders of record of the Company's issued and outstanding capital
stock as of the close of business on the record date, June 16,
2010.

                          About HCA Inc.

Headquartered in Nashville, Tennessee, HCA is the nation's largest
acute care hospital company with 162 hospitals and 106
freestanding surgery centers (including eight hospitals and eight
freestanding surgery centers that are accounted for using the
equity method) as of March 31, 2010.  For the twelve months ended
March 31, 2010, the company recognized revenue in excess of
$30 billion.

According to the Troubled Company Reporter on May 11, 2010,
Standard & Poor's placed its 'B+' corporate credit rating on
hospital giant HCA Inc. and S&P's ratings on its secured and
unsecured debt on CreditWatch with positive implications.  "The
speculative-grade rating on HCA continues to reflect S&P's view
that the largest U.S. owner and operator of acute health care
facilities is particularly sensitive to reduced capacity
utilization and pricing," said Standard & Poor's credit analyst
David Peknay, "by virtue of the significant debt leverage assumed
in its November 2006 leveraged buyout."

Moody's Investors Service placed the ratings of HCA, Inc.,
including the B2 Corporate Family and Probability of Default
Ratings, under review for possible upgrade.  This rating action
follows the announcement that the company has filed a Form S-1 in
contemplation of an initial public offering.


HELIX WIND: Reports Earnings of $18.3 Million for Q1 2010
---------------------------------------------------------
Helix Wind, Corp., filed its quarterly report on Form 10-Q,
reporting net income of $18,291,327 on $5,637 of revenue for the
three months ended March 31, 2010, compared with a net loss of
$29,686,766 on $401,377 of revenue for the same period of 2009.

The Company had other income (expenses) for the three months ended
March 31, 2010, and 2009, of $18,992,414 and $(19,759,171)
respectively.  The increase primarily resulted from decrease in
interest expense recorded for the convertible and non-convertible
notes of approximately $505,260, decrease in loss from debt
extinguishment of approximately $12,038,781, decrease in the
change in fair value of derivative liability of approximately
$28,361,087 offset by the loss recorded on the termination of the
Abundant Renewable Energy acquisition of approximately $2,158,591.

The Company's balance sheet at March 31, 2010, showed
$1,285,843 in assets and $7,280,656 of liabilities, for a
stockholders' deficit of $5,994,813.

The Company has a working capital deficit of $1,921,404 excluding
the derivative liability of $4,518,519, an accumulated deficit of
approximately $37,617,958 at March 31, 2010, recurring losses from
operations and negative cash flow from operating activities of
$415,097 for the three months ended March 31, 2010.  "These
factors, among others, raise substantial doubt about the Company's
ability to continue as a going concern."

During 2009 and the first quarter of 2010, the Company raised
funds through the issuance of convertible notes payable to
investors and through a private placement of the Company's
securities to investors to provide additional working capital.
The Company plans to obtain additional financing through the sale
of debt or equity securities.

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

               http://researcharchives.com/t/s?658d

Helix Wind is a small wind solutions company focused on the
renewable alternative energy market.  Helix Wind's headquarters
are located in San Diego, California.


HOST HOTELS: Moody's Affirms 'Ba1' Senior Unsecured Debt Rating
---------------------------------------------------------------
Moody's Investors Service affirmed Host Hotels & Resorts' Ba1
senior unsecured debt rating and revised the outlook to stable
from negative.  The stable outlook reflects the nascent lodging
recovery and Moody's expectation that Host Hotels' RevPAR trends
will continue to improve throughout 2010.

Host Hotels has demonstrated its access to the capital markets by
raising approximately $1.7 billion in debt and equity capital
since the beginning of 2009.  The REIT has made material progress
in shoring up its balance sheet in the face of substantial
earnings declines as Host Hotels repaid or repurchased
approximately $1.4 billion in debt over the same period.  Book
leverage (debt plus preferred as a percentage of gross assets)
decreased to 33.1% at 1Q10 from 37.2% at 1Q09.  The REIT's net
debt to recurring EBITDA was 4.9X for the trailing 12 months
ending 1Q10, higher than 4.0X TTM1Q09, but in line with Moody's
expectation of the volatility of earnings associated with its
business.  Moody's expects this metric to stabilize in 2010.

The Ba1 senior unsecured debt rating reflects the REIT's strong
asset quality, ample liquidity, a large unencumbered asset pool
and moderate leverage (4.9X at 1Q10, defined as net debt to TTM
EBITDA).  These positive aspects are offset by the cyclicality and
high fixed costs associated with the lodging industry, as well as
the resulting cash flow and profit volatility.

Moody's indicated that an upgrade would be predicated upon
sustainable fixed charge coverage in excess of 2.5X (inclusive of
recurring capex), net debt to TTM EBITDA at or below 4.0X, and a
reduction in top operator concentration.  The ratings would be
downgraded should fixed charge coverage slip below 1.5X, net debt
to TTM EBITDA exceed 6.0X on a sustained basis, or debt covenant
cushion deteriorate materially.

These ratings were affirmed with a stable outlook:

* Host Hotels and Resorts, Inc. -- senior unsecured debt at Ba1,
  with these rated bonds being obligations of Host Hotels &
  Resorts, L.P.; industrial revenue bonds at Ba1, with these bonds
  being obligations of Host Hotels & Resorts, L.P.; preferred
  stock at Ba2.

* Host Hotels & Resorts, L.P. -- senior unsecured debt at Ba1.

Moody's last rating action with respect to Host Hotels & Resorts,
Inc. was on August 12, 2009, when Moody's affirmed the ratings of
Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P.
(senior debt at Ba1), with a negative outlook.

Host Hotels and Resorts, Inc., is a REIT headquartered in
Bethesda, Maryland, USA, that owns upscale and luxury full-service
hotels and resorts operated primarily under premium brands, such
as Marriott, Starwood, Ritz-Carlton and Hyatt.  The REIT, the
largest in the lodging REIT sector, owns or holds controlling
interest in approximately 120 lodging properties.


HUGHES COMMUNICATIONS: S&P Affirms 'B' Corporate Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Germantown, Md.-based Hughes Communications Inc. to positive from
stable.  Ratings on the company, including the 'B' corporate
credit rating, were affirmed.

"The outlook change is due to strong, double-digit EBITDA growth,
which has resulted in adjusted leverage improving to 4.7x (from
5.4x as of the June 2009 quarter), with S&P's expectations for
further improvement to about 4x by the end of 2010," said Standard
& Poor's credit analyst Naveen Sarma.

Since SPACEWAY-3 was placed into service in 2008, Hughes' EBITDA
has grown by 45% and, more importantly, EBITDA margins have
improved by over 500 basis points.  This improvement resulted from
a combination of new subscriber growth in the consumer and small
business segment and operating leverage from using its own
satellite versus leasing transponders from third-party satellite
operators.

The ratings on Hughes, a satellite network services company,
reflect an aggressive financial profile; expectations for negative
free cash flow over the intermediate term because of significant
capital expenditure requirements for the construction of its new
Jupiter satellite; and uncertain long-term penetration levels for
the company's consumer and small and midsize business broadband
service.  This consumer and SMB broadband service provides data
speeds that, on average, are slower than most cable high speed
data services, which could limit growth as those competitors
expand their service coverage.  Longer term, as subscriber growth
slows, Hughes could also see significant competitive pressure from
fellow satellite broadband operator, ViaSat Inc. through its
WildBlue service.  Tempering factors include Hughes' leading
position in the very small aperture terminal industry and a degree
of revenue stability with sizable revenue backlog from three- to
five-year contracts with large enterprise customers.


INDEPENDENCE TAX II: March 31 Balance Sheet Upside-Down by $44.3MM
------------------------------------------------------------------
Independence Tax Credit Plus L.P. II filed its annual report on
Form 10-K, reporting a net loss of $23.7 million on $10.9 million
of revenue for the year ended March 31, 2010, compared with a net
loss of $5.3 million on $10.4 million of revenue for the same
period of 2009.

The Partnership's balance sheet at March 31, 2010, showed
$39.1 million in assets and $83.4 million of liabilities, for a
partners' deficit of $44.3 million.

The consolidated financial statements 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 subsidiary partnership's net losses
aggregated $466,043 (2009 Fiscal Year) and $841,207 (2008 Fiscal
Year), and their assets aggregated $464,755 and $4,748,430 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?6598

Headquartered in New York, Independence Tax Credit Plus L.P. II
is a limited partnership which was formed under the laws of the
State of Delaware on February 11, 1992.  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 Related Independence Associates
Inc., a Delaware corporation.  The ultimate parent of Related
Independence Associates L.P. is Centerline Holding Company.

The Partnership's business is primarily to invest as a limited
partner in other partnerships owning 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.  As of March 31, 2010, the
Partnership has sold its limited partnership interests in two
Local Partnerships.


ISLE OF CAPRI: Equity Offering Won't Affect Moody's 'B2' Rating
---------------------------------------------------------------
Moody's Investors Service said that Isle of Capri's planned equity
offering will not have an immediate impact on the company's
ratings.  Isle has a B2 Corporate Family Rating and negative
rating outlook.

The last rating action for Isle was on February 19, 2010, when
Moody's commented that the company's ratings were unaffected by
the amendment to its bank loan.

Isle owns and operates fifteen casino gaming facilities in the
U.S.  The company generates consolidated annual net revenues of
about $1.0 billion.


HARBOUR EAST: 7935 NBV Wants Reorganization Case Dismissed
----------------------------------------------------------
7935 NBV LLC, a secured creditor, asks the U.S. Bankruptcy Court
for the Southern District of Florida to dismiss the Chapter 11
case of Harbour East Development, Ltd., or, in the alternative,
grant NBV relief from the automatic stay.

NBV explains that the Debtor filed its petition in bad faith, on
the eve of a state court hearing to appoint a receiver for the
property, solely to delay and frustrate NBV's legitimate efforts
in the underlying state court foreclosure action.

North Bay Villae, Florida-based Harbour East Development, Ltd.,
filed for Chapter 11 bankruptcy protection on April 22, 2010
(Bankr. S.D. Fla. Case No. 10-20733).  Michael L Schuster, Esq.,
who has an office in Miami, Florida, assists the Company in its
restructuring effort.  The Company estimated its assets and debts
at $10,000,001 to $50,000,000.


LEHMAN BROTHERS: Wins Nod to Buy 2008-09 D&O Policy Tail Extension
------------------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors received
court approval to purchase a one-year tail extension on their
2008-2009 directors and officers insurance policy for
$11.9 million.

If approved by the Court, the period during which claims may be
asserted against the 2008-2009 D&O Policy would be extended from
May 16, 2010 to May 16, 2011.

The Debtors purchased the 2008-2009 D&O Policy to cover claims
for "wrongful acts" against their directors, officers and
employees.  The policy, together with a previously purchased
extension, provides coverage in the sum of $250 million for new
claims asserted during the policy period May 16, 2008 to May 16,
2010.

Richard Krasnow, Esq., at Weil Gotshal & Manges LLP, in New York,
says that there has been much analysis and discussion regarding
potential claims that may be covered by the 2008-2009 D&O Policy
since the filing of the examiner's report.

"Unless the policy period is extended, if and when such claims
are asserted, the 2008-2009 D&O Policy proceeds will not be
available to satisfy any judgments or settlements that may become
payable to the Debtors' estates," Mr. Krasnow says in court
papers.

Less than $200,000 of proceeds has been paid out of that policy
although some claims have been asserted against the 2008-2009 D&O
Policy, according to Mr. Krasnow.

"The Debtors seek authorization to purchase the tail extension to
preserve the opportunity to recover the proceeds of the 2008-2009
D&O Policy for any claims that may be covered by the policy," he
says.  He adds that the tail extension must be purchased by June
25, 2010, to prevent a lapse of the 2008-2009 D&O Policy.

                        About Lehman Brothers

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

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

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

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

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

               International Operations Collapse

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

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

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


LEHMAN BROTHERS: Wins Nod to Invest $255MM in 237 Park Ave. Tower
-----------------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors received
approval from Judge James Peck of the U.S. Bankruptcy Court for
the Southern District of New York to invest up to $255 million in
a 21-storey building at 237 Park Avenue in New York.

The $255 million will be used to buy a portion of Broadway
Partners' $1.23 billion loan that was sold as a note to PRII 237
Park LLC.  Broadway availed of the loan from LBHI to finance its
acquisition of the building in 2007.

LBHI believed that Broadway Partners was going to default on the
note and began talks with PRII 237 on a possible restructuring in
August 2009.  Since then, PRII 237 has started marketing the
note.

LBHI expects an expedited sale after the June 18, 2010 deadline
for potential buyers to submit their bids for the note.

Alfredo Perez, Esq., at Weil Gotshal & Manges LLP, in Houston,
Texas, says the new investment "represents the best means" of
protecting LBHI's current investment in the property of about
$437 million, which could potentially be wiped out if a party
other than LBHI acquires and pursues a foreclosure of the note.

"Acquisition of the [note] at an attractive per square foot basis
could yield significant recoveries to the estate," Mr. Perez says
in court papers.

                           *     *     *

The Court approved a revised proposed order the Debtors submitted
prior to the hearing on the Motion.  The revised proposed order
adds these languages:

  (a) to the extent it is ultimately determined that a Debtor or
      non-debtor affiliate, other than Lehman Brothers Holdings,
      Inc., is the beneficial owner of the notes issued by SASCO
      C2-2008, that entity will be responsible for the purchase
      price, if any, of the B Note; and

  (b) nothing contained in the Motion will be deemed to be a
      waiver or the relinquishment of any rights, claims,
      interests, obligations, benefits, or remedies of LBHI,
      Lehman Commercial Paper Inc., or any of the Debtors or
      their non-debtor affiliates except as otherwise expressly
      provided in the Motion, that any of the Debtors or non
      debtor affiliates may have or choose to assert on behalf
      of their estates under any provision of the Bankruptcy
      Code or any applicable non-bankruptcy law, including
      against each other or third parties.

                        About Lehman Brothers

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

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

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

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

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

               International Operations Collapse

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

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

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


LEHMAN BROTHERS: Wins Approval to Send Contracts to Aurora
----------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors received
approval of the U.S. Bankruptcy Court for the Southern District of
New York to assume and assign contracts to Aurora Bank FSB.

The Debtors say the contracts are not needed for the
administration of their estates since they do not relate to their
business operations.  Aurora Bank agreed to pay so-called "cure
amounts," if any, as part of the assumption and assignment of the
contracts.

A list of the contracts is available without charge
at http://bankrupt.com/misc/LBHI_AssignedContractsAurora.pdf

The contracts were previously designated for assumption and
assignment to Barclays Capital Inc. as part of the sale of the
Debtors' North American broker-dealer business.  The Debtors,
however, did not push through with the assumption and assignment
of the contracts after determining that they are not related to
the assets that Barclays purchased.

                        About Lehman Brothers

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

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

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

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

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

               International Operations Collapse

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

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

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


LEHMAN BROTHERS: Receives Consent to Transfer $262MM to Rosslyn
---------------------------------------------------------------
Lehman Brothers Holdings Inc. won court approval to direct Lehman
Commercial Paper Inc. to transfer about $262.5 million to Rosslyn
LB Syndication Partner LLC.

LBHI intends to use the fund to pay Rosslyn LB's portion of the
capital call that will be issued by a joint venture in order to
get funds for repayment of mortgage loans that are set to mature
next month.  The mortgage loans encumber properties in which LBHI
and LCPI hold stake.

The fund may also be used to pay the share of the capital call of
Rosslyn LB's partners in the joint venture, which may not have
enough funds to pay their shares.

Some special purpose securitization vehicles, including
Restructured Asset Securities with Enhanced Returns Series 2007-A
Trust and 2007-7-MM Trust, assert rights on the fund which is
currently held by LPCI.

The Official Committee of Unsecured Creditors filed a statement
with respect to Lehman Brothers Holdings Inc. and Lehman
Commercial Paper Inc.'s Motion to Transfer Funds to Rosslyn LB
Syndication Partner LLC.  The document is not accessible in the
Court's public dockets.

Prior to the entry of the Order, the Debtors filed a second
supplement to their motion to transfer certain funds to Rosslyn.

Since the filing of the request, the Debtors tell the Court that
they have had ongoing discussions with the other partners, and
based on these discussions believe that the other partners will
meet certain of their obligations under the Capital Call.  Hence,
the Debtors believe that the maximum amount of any potential
partner loan with respect to the Capital Call will be less than
$20 million.

In another filing, the Debtors notify the Court and parties-in-
interest of the filing of the revised proposed order on their
Motion to Transfer.

To recall, LBHI sought the Court's authority to transfer about
$262.5 million to repay mortgage loans encumbering property in
which the company and LCPI hold stake.  The mortgage loans are
set to mature in July 2010.

The revised order reflects the terms of any potential partner
loan under the agreements.  Under the order, LBHI is authorized
and empowered, but not directed, to execute, deliver, implement,
and perform any and all obligations, and to take corporate and
other actions that may be necessary or appropriate to direct or
cause LCPI to transfer to Rosslyn LB a portion of the RACERS
Funds, if necessary, to pay the Rosslyn JV's other partners'
share of the Capital Call, as a partner loan, in accordance with
the provisions of the agreement governing the Rosslyn JV, which
include:

  -- Interest Rate: 15% per annum;

  -- Collateral: the other partners' partnership interests; and

  -- Priority: first in, first out.  All funds otherwise
     distributable to the applicable other partners will be paid
     toward the balance of the partner loan, until the loan,
     plus all accrued and unpaid interest, is repaid in full.

A copy of the revised order can be obtained for free at:

  http://bankrupt.com/misc/LBHI_Rosslyn_PropOrder_060410.pdf

                        About Lehman Brothers

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

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

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

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

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

               International Operations Collapse

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

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

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


LEHMAN BROTHERS: LCPI Settlement With State Street Approved
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved an agreement between Lehman Paper Commercial Inc. and
State Street Bank and Trust Company.

LCPI entered into the agreement to settle State Street's lawsuit
against the company.  The lawsuit seeks declaration concerning
the bank's rights under a May 1, 2007 master repurchase agreement
to ownership of a $31.2 million loan related to a property in New
York City.

Prior to the entry of the order, the Debtors submitted to the
Court a revised form of the Settlement Agreement.  Clean and
blacklined copy of the revised agreement is available for free
at http://bankrupt.com/misc/LBHI_StateStBank_Pact_06092010.pdf

Under the settlement agreement, State Street Bank agreed for a
dismissal of the lawsuit in exchange for payment from LCPI, which
represents 50% of all payments of interest, charges, proceeds of
any so-called "equity kickers" or participations in proceeds of
the sale of the collateral securing the loan or the sale of the
property.

In connection with the settlement, LBHI and State Street Bank
will execute a participation agreement, which provides for the
terms and conditions of their respective ownership interests in
the loan.  The agreement requires LBHI to assign to State Street
an undivided 50% participation interest in the loan effective as
of September 17, 2008.

Pursuant to the participation agreement, LBHI's and State Street
Bank's interests in the loan will be pari passu and of equal
priority with each other in proportion to their respective
percentage interests in the loan.

                        About Lehman Brothers

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

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

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

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

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

               International Operations Collapse

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

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

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


LEHMAN BROTHERS: Submits Term Sheet for Archstone Credit Facility
-----------------------------------------------------------------
To recall, Bankruptcy Judge James Peck has allowed Lehman Brothers
Holdings Inc. to enter into a $5.2 billion restructuring deal for
struggling apartment investment firm Archstone-Smith Trust, in
which Lehman acquired a stake through a 2007 leveraged buyout,
according to Bankruptcy Law360.

The Debtors recently submitted submit the "Term Sheet" and note
that the parties continue to negotiate a restructuring and,
therefore, the terms set in the Term Sheet have not been agreed to
and are subject to agreement by Barclays and Bank of America and
the execution of
definitive documentation.

A full-text copy of the Term Sheet is available for free at:

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

In a separate filing, Jeffrey Fitts, a managing director with
Alvarez & Marsal Real Estate Advisory Services, says that through
the Debtors' non-Debtor affiliates, they currently hold
approximately 47% of common equity interests in Archstone.

Mr. Fitts adds that affiliates of Barclays Capital Real Estate
Inc. and affiliates of Bank of America, N.A collectively hold
approximately 52% of the interests.  LCPI currently holds an
interest of approximately $2.7 billion in the secured financing
provided to Archstone.

In light of general economic conditions, the state of the real
estate market, and related challenges faced by Archstone, the
Debtors propose to effectuate a more comprehensive restructuring
of the Acquisition Financing and the Priority Financing to
improve Archstone's cash flow and liquidity on a long term basis
as set in the Term Sheet.

The key terms of the Restructuring involve (i) the conversion of
approximately $5.2 billion of the Acquisition Financing to
preferred equity, (ii) the conversion of the Priority Financing
to a new revolving credit facility with an extended maturity
date, (iii) extensions of the maturity dates of the portions of
the Acquisition Financing that are not converted to preferred
equity.

                        About Lehman Brothers

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

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

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

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

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

               International Operations Collapse

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

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

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


LEHMAN BROTHERS: Wins OK to Allow Delivery of Acceleration Notices
------------------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors received
a court order authorizing holders of notes issued by Lehman
Brothers Treasury Co. B.V. to deliver notices of acceleration
concerning those notes.

The Debtors made the move in light of the March 22, 2010 decision
handed down by the U.S. Bankruptcy Court for the Southern
District of New York.  The ruling authorized Merrill Lynch
International to deliver a notice of acceleration to LBHI
concerning the notes that LBT issued under LBHI's Euro Medium-
Term Note Program used to issue unsecured notes governed by
English laws and distributed in non-U.S. markets.

Merrill Lynch sought approval to serve the notice to accelerate
its claims against LBT, a Netherlands-based Lehman unit which was
declared bankrupt by a Dutch court in October 2008.

Richard Krasnow, Esq., at Weil Gotshal & Manges LLP, in New York,
says that given the permission granted by the Court to Merrill,
it would only be fair that other noteholders be allowed to
deliver the notices to accelerate their claims.

                        About Lehman Brothers

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

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

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

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

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

               International Operations Collapse

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

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

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


LIVE CURRENT: Reports Earnings of $74,345 for First Quarter
-----------------------------------------------------------
Live Current Media Inc. filed its quarterly report on Form 10-Q,
reporting net income of $74,345 on $908,234 of revenue for the
three months ended March 31, 2010, compared with a net loss of
$916,408 on $1,752,382 of revenue for the same period of 2009.

The significant decrease in revenue was almost entirely driven by
the decrease in sales at Perfume.com.  Perfume.com revenues
decreased to $873,959 in Q1 of 2010, which is just over half the
revenues earned of $1,720,167 in Q1 of 2009.

The Company's balance sheet at March 31, 2010, showed
$2,220,623 in assets, $1,970,924 of liabilities, and $249,699 of
stockholders' equity.

As reported in the Troubled Company Reporter on April 1, 2010,
Ernst & Young LLP, in Vancouver, expressed substantial
doubt about the Company's ability to continue as a going concern
after auditing the Company's financial statements for the year
ended December 31, 2009.  The independent auditors noted that of
the Company's recurring net losses.

During the quarter ended March 31, 2010, the Company generated a
consolidated net income of $74,345 (Q1 of 2009 - consolidated net
loss of $916,408) and realized a negative cash flow from operating
activities of $335,164 (Q1 of 2009 - $1,903,550).  At March 31,
2010, there is an accumulated deficit of $16,703,130 (December 31,
2009 - $16,787,208) and a working capital deficiency of $938,772
(December 31, 2009 - $1,216,325).

"The Company's ability to continue as a going-concern is in
substantial doubt as it is dependent on the continued financial
support from its investors, the ability of the Company to obtain
financing (whether through debt or equity), the ability of the
Company to use its common stock to pay for liabilities as it has
in certain instances in the past, and the attainment of profitable
operations."

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

               http://researcharchives.com/t/s?6593

Based in Vancouver, Canada, Live Current Media Inc. (OTC BB: LIVC)
-- http://www.livecurrent.com/-- through its subsidiary, Domain
Holdings Inc., owns more than 900 domain names.  The Company
intends to build consumer internet experiences based on the
generic domains within its portfolio of domain names, by
developing a portfolio of operating businesses either by itself or
by entering into arrangements with businesses that operate in the
product or service categories that are described by the domain
name assets the Company owns.  These domain names span several
consumer and business-to-business categories including health and
beauty (such as Perfume.com), and sports and recreation (such as
Karate.com and Boxing.com).

The Company also owns a number of .cn (China) domain names.  The
Company alsos has a number of non-core "bound.com" domain names
that it may choose to develop that cover expansive categories of
interest such as shoppingbound.com, pharmacybound.com and
vietnambound.com.


LYONDELL CHEMICAL: Clifford Seeks $4.8M for Work as Counsel
-----------------------------------------------------------
Bankruptcy Law360 reports that applications for fees and expenses
racked up by the professionals who worked on Lyondell Chemical
Co.'s bankruptcy are continuing to roll in, including a request
from debtor's counsel Clifford Chance LLP for about $4.8 million.

The filings in the U.S. Bankruptcy Court for the Southern District
of New York - including Clifford Chance's application on Monday -
come after Judge Robert E. Gerber last month, according to Law360.

                          About Lyondell Chemical

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  It is the global leader in
polyolefins technology, production and marketing; a pioneer in
propylene oxide and derivatives; and a significant producer of
fuels and refined products, including biofuels.  Through research
and development, LyondellBasell develops innovative materials and
technologies that deliver exceptional customer value and products
that improve quality of life for people around the world.
Headquartered in The Netherlands, LyondellBasell --
http://www.lyondellbasell.com/-- is privately owned by Access
Industries.

Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries, the world's third largest
independent chemical company.  LyondellBasell became saddled with
debt as part of the US$12.7 billion merger.  On January 6, 2009,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code to facilitate a restructuring of the company's
debts.  The case is In re Lyondell Chemical Company, et al.,
Bankr. S.D.N.Y. Lead Case No. 09-10023).  Seventy-nine Lyondell
entities, including Equistar Chemicals, LP, Lyondell Chemical
Company, Millennium Chemicals Inc., and Wyatt Industries, Inc.
filed for Chapter 11.  In May 2009, one of the cases was dismissed
-- Case No. 09-10068 -- because it is duplicative of Case No. 09-
10040 relating to Debtor Glidden Latin America Holdings.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.  Lyondell Chemical estimated that consolidated
assets total US$27.12 billion and debts total US$19.34 billion as
of the bankruptcy filing date.

Lyondell has obtained approximately US$8 billion in DIP financing
to fund continuing operations.  The DIP financing includes two
credit agreements: a US$6.5 billion term loan, which comprises a
US$3.25 billion in new loans and a US$3.25 billion roll-up of
existing loans; and a US$1.57 billion asset-backed lending
facility.

LyondellBasell Industries AF S.C.A. and another affiliate were
voluntarily added to Lyondell Chemical's reorganization filing
under Chapter 11 on April 24, 2009, in order to seek protection
against claims by certain financial and U.S. trade creditors.  On
May 8, 2009, LyondellBasell Industries added 13 non-operating
entities to Lyondell Chemical Company's reorganization filing
under Chapter 11 of the U.S. Bankruptcy Code.  All of the entities
are U.S. companies and were added to the original Chapter 11
filing for administrative purposes.

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


MAYSVILLE INC: Foreclosure Prompts Bankruptcy Filing
----------------------------------------------------
Maysville Inc. filed for bankruptcy under Chapter 11 in Miami,
Florida (Bankr. S.D. Fla. Case No. 10-28244).

Paul Brinkmann at Business Journal of South Florida reports that
the filing was made as the Company is facing a foreclosure action
by Mellon United National Bank against the 22-story Platinum
condominium.

According to the report, the foreclosure targeted 25 unsold units
in the 119-unit project, at 480 N.E. 30th St., plus a neighboring
39-unit apartment building near Biscayne Bay.

Maysville Inc. is the developer of Platinum condominium in Miami.

The Company listed $24.7 million in assets and $20.2 million in
liabilities including a $19 million claim by Mellon United
National Bank, and $771,000 in taxes owed to Miami-Dade County.


MAYSVILLE INC: Case Summary & 6 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Maysville, Inc.
        711 NE 29th St., Suite 36
        Miami, FL 33137

Bankruptcy Case No.: 10-28244

Chapter 11 Petition Date: June 28, 2010

Court: United States Bankruptcy Court
       Southern District of Florida (Miami)

Judge: Laurel M. Isicoff

Debtor's Counsel: Stan Riskin, Esq.
                  950 S Pine Island Rd #A-150
                  Plantation, FL 33324
                  Tel: (954) 727-8271
                  Fax: (954) 727-8274
                  E-mail: slriskin@aol.com

Scheduled Assets: $24,690,000

Scheduled Debts: $20,225,364

The petition was signed by Alex Redondo, the Company's president.

Debtor's List of 6 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Kamany Realty & Property  other                  $400,000
Management, Inc
480 NE 30th St., #101
Miami, FL 33137

Murai Wald Biondo &       other                  $22,685
Moreno, P.A.
1200 Ponce De Leon Blvd.
Coral Gables, FL 33134

Ehrenstein Charbonneau.   other                  $11,423
Calderin, P.A
501 Brickell Key Dr.,
Suite 300
Miami, FL 33131

Tew Cardenas, LLP         other                  $10,574

Greenberg Traurig         other                  $7,742

Centrelix/Otis            Trade debt             $2,416
Elevator Co


MCALPINE-PROVIDENCE: Case Summary & 5 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: McAlpine-Providence Road West, LLC
        1329 E Morehead Street, Suite 200
        Charlotte, NC 28204

Bankruptcy Case No.: 10-31841

Chapter 11 Petition Date: June 28, 2010

Court: U.S. Bankruptcy Court
       Western District of North Carolina (Charlotte)

Judge: J. Craig Whitley

Debtor's Counsel: James H. Henderson, Esq.
                  James H. Henderson, P.C.
                  1201 Harding Place
                  Charlotte, NC 28204-2248
                  Tel: (704) 333-3444
                  Fax: (704) 333-5003
                  E-mail: henderson@title11.com

Estimated Assets: $0 to $50,000

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

A copy of the Debtor's list of 5 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ncwb10-31841.pdf

The petition was signed by Shane Seagle, owner of McApline-Seagle
Developement Company, LLC, its manager.


MGM RESORTS: Fitch Affirms Issuer Default Rating at 'CCC'
---------------------------------------------------------
Fitch Ratings has taken these rating actions for MGM Resorts
International:

  -- Issuer Default Rating affirmed at 'CCC';

  -- Senior secured notes due 2013, 2014, and 2017 affirmed at
     'B+/RR1' (91%-100% recovery band);

  -- Senior secured notes due 2020 rated 'B+/RR1' (91%-100%);

  -- Senior credit facility affirmed at 'B-/RR3' (51%-70%);

  -- Senior unsecured notes affirmed at 'CCC/RR4' (31%-50%);

  -- Convertible senior notes due 2015 rated 'CCC/RR4' (31%-50%);

  -- Senior subordinated notes affirmed at 'C/RR6' (0%-10%).

The affirmation of the 'CCC' IDR reflects MGM's high sensitivity
to an uninterrupted recovery in the Las Vegas market, heavy
reliance on a favorable refinancing and capital markets
environment, and a weak near-term free cash profile.  These
concerns are offset by enough current liquidity and additional
sources of capital to meet debt obligations over roughly the next
15-18 months, as well as MGM's attractive asset portfolio, market
position, and demonstrated access to capital even in an
unfavorable environment.

Fitch does not assign a Rating Outlook to the IDR due to the
agency's view that an Outlook at the 'CCC' rating level would be
superfluous for MGM, given the dynamic nature of upcoming credit
factors.  There is not yet enough evidence of sufficient momentum
to support a Positive Outlook, but refinancing efforts by the
company have provided some time to allow for an acceleration of a
Las Vegas recovery.

Las Vegas Operating Trends Remain Soft:

Although Fitch expects Las Vegas Strip trends to improve in the
second half of 2010 (2H'10) and 2011, its base case incorporates a
muted recovery over the next 12-18 months.  In Fitch's view,
continued improvement in corporate/convention/group demand is a
critical aspect of recovery for MGM's Las Vegas Strip performance
since improved yields on midweek room demand will generate
significant positive operating leverage.  Although the market
should begin to see the benefit of this mix shift later this year
and into 2011, Fitch believes that the operating trend
acceleration will be more pronounced later in 2011 and into 2012.

With the expected opening of the 3,000-room Cosmopolitan in
December 2010, Fitch believes supply growth will continue to
pressure the market for the next 18 months, albeit at a
decelerating pace.  Following the CityCenter opening in December
2009, Fitch previously indicated that it expected a 'push-down'
effect of the supply increase on mid- and lower-scale properties.
The impact has been even greater than expected, which has
benefited companies focused at the high-end (i.e. Wynn and Las
Vegas Sands) compared to companies with broader exposure (i.e. MGM
and Harrah's).  In the first quarter of 2010 (1Q'10), comparable
Las Vegas Strip adjusted property EBITDA for MGM and Harrah's
declined 24.4% and 11.6%, respectively, while Wynn and LVS
realized increases of 37.5% and 17.3%, respectively.

Medium-term Liquidity Profile Remains a Concern:

With wholly owned debt leverage of around 11 times and wholly
owned interest coverage of only 1.1x, MGM's ratings continue to be
focused heavily on its liquidity profile.  Although MGM has
supplemented its liquidity significantly in the past 12-18 months,
its medium-term liquidity profile is still a concern, so it
remains to be seen if the company is past the hump or if
refinancing efforts so far have just been kicking the can down the
road.  MGM has been able to access the capital markets in order to
push out near-term maturities and reduce the sizable credit
facility balance, while gaining additional financial flexibility
by amending/extending the terms of its bank agreement.  The $7
billion credit facility was fully drawn in February 2009 and Fitch
calculates there is roughly $3 billion outstanding as of the end
of 1Q'10 and pro forma for more recent transactions.  However,
MGM's free cash flow profile has eroded with the repricing of its
debt with new issuance over the last 18-24 months, and although
the debt maturity schedule has improved, it remains heavy.

Free Cash Flow Profile Has Deteriorated:

With CityCenter completed in December 2009, MGM has no major
capital projects on the horizon.  However, the company's liquidity
crunch that was driven by the funding shortfall at the CityCenter
project amid the onset of the recession and the refinancing of
MGM's heavy debt maturity schedule has resulted in substantially
higher interest costs, dampening the company's free cash flow
(FCF) outlook in the near-to-medium term.

Based on wholly owned adjusted EBITDA (i.e. adjusted wholly owned
property EBITDA after corporate expense, excluding stock
compensation expense) of $1.05 billion-$1.25 billion, pro forma
cash interest expense of roughly $1 billion, and annual
maintenance capex of $200 million-$250 million, MGM's near term,
wholly owned free cash flow profile is weak.  However, Fitch
believes the company will be able to extract capital from its
unconsolidated joint ventures to reduce debt at the parent company
and ease the interest burden, providing some additional recovery
time for the Las Vegas Strip market and a greater FCF cushion.
That said, Fitch believes MGM is currently under-investing in its
properties, which could have negative implications for asset
quality and potentially affect the longer-term viability of the
credit.

Near-term Liquidity Profile is OK:

Fitch calculates MGM's available liquidity is roughly
$2.2 billion.  That consists of $1.37 billion of cash and
$1.48 billion of revolver availability (as of 1Q'10 and pro forma
for the convertible issuance and tax proceeds received in 2Q'10),
which is offset by $350 million that is required to remain
available under the amended credit facility provision,
$160 million in estimated cage cash, and $113 million of a Nevada
Gaming Control Board payroll liquidity requirement.  As a result,
MGM has nearly enough liquidity to meet the $2.3 billion of debt
coming due in 2010 and 2011.  Aside from roughly $950 million
outstanding on the 2011 credit facility on a pro forma basis, the
upcoming maturities include $782 million of 8.5% senior unsecured
notes maturing in September 2010, $400 million of 8.375% senior
subordinated notes maturing in February 2010 and $129 million of
6.375% senior unsecured notes maturing in December 2011.  Fitch
believes that MGM can address its 2010 and 2011 maturities with
existing liquidity and additional sources of capital from its
unconsolidated JVs.

Potential sources of additional capital include the expected sale
of MGM's 50% share in the Borgata JV and the anticipated Hong Kong
IPO of its Macau JV.  Fitch currently estimates that MGM can
realize $225 million-$450 million from the sale of its share in
Borgata and around $300 million -$400 million from Macau IPO
proceeds.  However, potential additional uses of cash include any
payments related to the $491 million Perini lawsuit and CityCenter
construction cost overruns, which MGM estimates could be as much
as $300 million.

Significant Refinancing Risk Remains:

Refinance risk for MGM has improved over the last 12-18 months as
the company raised capital to refinance near-term maturities and
largely addressed its biggest refinancing hurdle, the $7 billion
credit facility, as noted above.  Although MGM's maturity schedule
has improved, it remains heavy and presents considerable
refinancing risk for the foreseeable future.  That said, outside
of a double-dip recession scenario, Fitch believes that there is a
path to improved credit quality and higher ratings or positive
rating actions.  Positive ratings momentum hinges on a sustained
Las Vegas recovery and the ability of the market to absorb the
additional capacity amid a fragile and likely slow-growth broader
economic recovery.

Another significant capital raise would likely generate enough
additional liquidity to firmly get past the nearly $2.3 billion of
debt coming due in 2010-2011 and possibly the $545 million due in
2012, which is the lightest debt maturity year through 2017.

About half, or roughly $6.6 billion of the company's $13.3 billion
of debt (pro forma for transactions) is scheduled to mature in
2013-2015, which includes $2.1 billion of bank debt in 2014,
$1.3 billion of secured notes, $3 billion of unsecured debt
(including convertibles), and $153 million of subordinated debt.
Bank debt lenders have shown a willingness to amend/extend terms
while MGM has tapped the capital markets to try to create a more
viable capital structure, so extending the facility outside of
another recession appears reasonable.  Refinancing of the secured
notes should be achievable due to the collateral support, although
there is risk to changing collateral values.  Therefore, the
biggest maturity refinancing risk in 2013-2015 is the
$3.15 billion of unsecured and subordinate debt, with the biggest
wall in 2015 when roughly $2 billion of that amount matures.

MGM's primary debt financial covenant is a minimum EBITDA covenant
that was initially instituted in the May 2009 amendment, which now
requires the company to maintain a latest 12 months EBITDA (as
defined) above $1 billion in 2010, stepping up periodically to
$1.2 billion by the end of 2011, $1.35 billion by the end of 2012,
and $1.5 billion by the end of 2013.  Fitch estimates that
covenant EBITDA was roughly $1.2 billion for the LTM March 31,
2010 and believes the company could have trouble meeting the
minimum EBITDA covenant in 2011.

There is substantial refinancing risk within MGM's unconsolidated
JV portfolio.  The $1.8 billion CityCenter JV credit facility and
$143 million of Silver Legacy JV mortgage notes mature in 2012 and
Fitch believes that both may need to be recapitalized, or the
terms amended in the case of the CityCenter credit facility.
Given the importance of CityCenter to Las Vegas trends overall,
and MGM specifically, the outcome of a CityCenter refinancing may
have a material impact on MGM's credit quality.

Guidelines for Further Rating Actions:

Fitch's rating system does not have + or - indicators in the 'CCC'
rating category, so positive or negative rating actions with
respect to the IDR would reflect MGM's credit quality migrating
toward the 'B' or 'CC' categories.  Key rating triggers could
include:

  -- A meaningful revision to Fitch's current base case operating
     outlook for MGM.  Currently, Fitch's base case incorporates
     wholly owned, adjusted EBITDA (after corporate expense,
     excluding stock compensation expense) of $1.05 billion in
     2010, $1.15 billion in 2011, and $1.35 billion in 2012.

  -- A parent company equity issuance with proceeds used for debt
     reduction.

  -- Proceeds to MGM from its share of a potential IPO of the
     Macau JV outside a range of $300 million-$400 million.

  -- Proceeds to MGM from the sale of its interest in the Borgata
     JV outside a range of $225 million-$450 million.

  -- CityCenter related issues, including (1) the terms of a
     refinancing of the CityCenter credit facility, which matures
     in 2012; (2) the progress (or lack thereof) of CityCenter
     residential sales; (3) resolution of the $491 million lawsuit
     with Perini; and (4) CityCenter cost overruns outside a range
     of $300 million-$400 million.

  -- If Mississippi, Michigan, or Illinois were to reconsider the
     suitability of MGM's JV partner in Macau, following New
     Jersey's recent decision and report.  That said, Fitch
     believes it is highly unlikely that Nevada would reconsider
     its approval of Pansy Ho's suitability as a partner for MGM.

Recovery Ratings Affirmed:

Although MGM may have enough liquidity and additional sources of
capital to address 2011 debt obligations, MGM's ability to meet
2011-2012 debt obligations could become questionable if the
overall economic environment deteriorates materially, the capital
markets/refinancing environment becomes unfavorable, or Las Vegas
operating trends remain pressured longer than Fitch's current
expectations.  As a result, Fitch's Recovery Analysis reflects a
scenario where a restructuring occurs prior to the October 2011
maturity of the non-extended portion of the credit facility.
Given MGM's current liquidity position and restrictions on the use
of funds, debt maturing prior to that time frame is assumed to be
paid off in full.

Fitch continues to estimate that all of the secured notes would
achieve full recovery as reflected in the 'B+/RR1' rating,
although the 2013 secured notes have the strongest collateral
package.  The credit facility is largely unsecured, but bank debt
lenders were able to extract a degree of collateral through credit
agreement amendments over the past 12-18 months that contributes
to good recovery prospects (51%-70%) for credit facility lenders.
Fitch estimates that senior unsecured debt holders, which would
have the largest claim in a restructuring, have average (31%-50%)
recovery prospects.  The remaining subordinated debt holders have
minimal recovery prospects (0%-10%), but Fitch does assume the
near-dated subordinated debt holders ($400 million of 8.375% sub
notes due in February 2011) will be paid in full.


MMFX INTERNATIONAL: Has Until September 20 to File Plan Outline
---------------------------------------------------------------
The Hon. Robert N. Kwan of the U.S. Bankruptcy Court for the
Central District of California directed MMFX International
Holdings, Inc., and MMFX Canadian Holdings, Inc., to file their
Disclosure Statement explaining the proposed Chapter 11 by
September 20, 2010.

Irvine, California-based MMFX International Holdings, Inc., and
MMFX Canadian Holdings, Inc., filed for Chapter 11 on January 5,
2010 (Bankr. C.D. Calif. Case Nos. 10-10085 and 10-10083).
Margaret M. Mann, Esq., at Sheppard Mullin Richter & Hampton LLP
assists the Debtors in their restructuring efforts.  In their
petition, the Debtors listed assets and debts both ranging from
$50,000,001 to $100,000,000.


MONEYGRAM INTERNATIONAL: Fitch Affirms B+ Issuer Default Rating
---------------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Ratings for
MoneyGram International Inc. and MoneyGram Payment Systems
Worldwide, Inc., at 'B+'.

Fitch has also affirmed these ratings for Worldwide:

  -- Senior secured first lien credit facility at 'BB+/RR1';
  -- Senior secured second lien notes at 'B+/RR4'.

The Rating Outlook has been revised to Stable from Negative.

The ratings and Stable Outlook reflect Fitch's considerations and
estimates of MoneyGram:

  -- Modest revenue and EBITDA growth in 2010 as the global
     economic outlook continues to pressure expectations for
     remittance volume growth.  Continued remittance market share
     gains should enable MoneyGram to grow faster than the overall
     market, partially offset by customary price compression.

  -- Modest positive free cash flow in 2010 with the primary use
     of cash being to pay down its senior secured term loans.
     Since the company's recapitalization in early 2008, MoneyGram
     has paid down over $210 million in debt.

  -- Leverage (total debt / total operating EBITDA) to remain at
     or near 3.0 times, excluding preferred equity shares in the
     calculation of total debt, with interest coverage remaining
     above 2.0x.  Fitch estimates leverage currently at 3.4x and
     cash interest coverage at 2.2x.  Fitch estimates leverage
     when including preferred equity shares is currently 7.3x.

  -- MoneyGram will continue to limit risk in its investment
     portfolio consistent with covenants which currently restrict
     new investments to cash, cash equivalents and securities
     issued by U.S. government agencies with a maturity of 13
     months or less.

The Outlook revision to Stable from Negative reflects demonstrated
stability in profitability at the company's Global Funds Transfer
segment during the recent economic downturn as well as greater
stability and confidence in the outlook for the company's
Financial Paper Products segment.

Fitch believes positive rating action could occur if greater
confidence and visibility on the potential conversion of preferred
shares to common shares is achieved.  Terms of the preferred
shares allow holders to convert to common at a price of
approximately $2.50 which is below the current market price for
the common shares.  However, upon conversion, the preferred shares
would represent approximately 82% of total shares outstanding.
MoneyGram has historically paid a 12.5% stock dividend on the
preferred shares but does have an option of paying a 10% cash
dividend.

The ratings could be negatively impacted by further declines in
remittance volumes driven by macro economic factors or decreases
in migrant labor populations worldwide.  While Fitch believes that
the long-term secular trends for international remittances are
strong, a multi-year decline in remittances is a possibility and
could be severe enough to substantially pressure MoneyGram's cash
flow.  Additionally, the potential loss of Walmart as a remittance
agent, which represented 32% of MoneyGram's Global Funds Transfer
revenue in 2009, could negatively impact the ratings.  MoneyGram's
contract with Walmart expires in January 2013.

Credit strengths include the solid market position of MoneyGram as
the second largest global provider of international money
transfers as well as Fitch's expectation for the long-term growth
and stability of the money transfer industry.  In addition, the
remittance model has a largely variable cost structure which
should help MoneyGram sustain its profit levels during the
economic downturn.

Rating concerns include:

  -- MoneyGram's ability to renew existing and attract new agent
     relationships given its highly levered balance sheet;

  -- A significant reliance on Walmart as a remittance agent, with
     Walmart accounting for 32% of GFT revenue in 2009 (29% of
     total revenue);

  -- The company's potentially limited ability to invest in new
     remittance technologies, such as mobile phone payments, which
     pose a long-term competitive threat given the company's
     current capital structure and modest free cash flow.

Fitch estimates MoneyGram's total debt as of March 31, 2010, to be
$798 million and includes $298 million outstanding under secured
term loans included in the revolving credit facility which mature
in March 2013 and $500 million of 13.25% senior secured second
lien notes which mature in March 2018.  In addition, the company
has $897 million in 10% series B preferred outstanding.  All debt
is currently issued out of Worldwide which is a wholly owned
subsidiary of MoneyGram.

Fitch estimates liquidity to be adequate and includes $235 million
available under the company's senior secured revolving credit
facility which expires March 2013 and $324 million in unrestricted
assets.  MoneyGram historically has categorized its entire cash
balance as substantially restricted due to the liquidity
requirements of its Payment Systems business.

In April 2010, MoneyGram repaid $30 million of its senior secured
term debt from unrestricted cash.

The Recovery Ratings for MoneyGram reflect Fitch's recovery
expectations under a distressed scenario, as well as Fitch's
expectation that the enterprise value of MoneyGram, and hence
recovery rates for its creditors, will be maximized in a
restructuring scenario (as a going concern) rather than a
liquidation scenario.  In deriving a distressed enterprise value,
Fitch estimates a distressed EBITDA value of $146 million,
representing a 37% discount to MoneyGram's estimated pro forma
operating EBITDA of approximately $231 million, which is roughly
equivalent to the level of EBITDA necessary for MoneyGram to cover
its Fitch estimated fixed charges (cash interest expense and
maintenance capital expenditures).  Fitch then applies a 6x
distressed EBITDA multiple, which considers comparable current and
historical market multiples, as well as the assumption that a
stress event would likely lead to multiple contraction relative to
historical levels.  As is standard with Fitch's recovery analysis,
the revolver is fully drawn and cash balances fully depleted to
reflect a stress event.  Fitch also adjusts MoneyGram's distressed
enterprise value for liquidity requirements to cover any estimated
shortfall in restricted asset coverage for a stress scenario.  The
'RR1' for MoneyGram's senior secured first lien bank facility
reflects Fitch's belief that 91%-100% recovery is realistic.  The
'RR4' for MoneyGram's senior secured second lien reflects Fitch's
belief that 31%-50% recovery is realistic.


NETWORK COMMUNICATIONS: Filing of Annual Report Will be Delayed
---------------------------------------------------------------
In a regulatory filing Monday, Network Communications, Inc.
disclosed that it will not be able to file its annual report on
Form 10-K for the year ended March 28, 2010, within the prescribed
time period without unreasonable effort and expense.

"As a result of continued challenges in the markets that it
serves, the lack of a rebound in revenue and the inability to
secure a new revolving loan facility to replace the current
commitment that expires November 2010 and as previously reported
on Form 8-K filed on June 7, 2010, the Company and its parent,
Gallarus Media Holdings, Inc. ("Holdings"), entered into a
forbearance agreement on June 1, 2010, pursuant to which the
lenders under the Company's revolving credit agreement and under
the Company's senior term loan agreement agreed to, among other
things, forbear from exercising certain of the lenders' rights and
remedies in respect of or arising out of certain specified
defaults that had occurred on June 1, 2010, as a result of the
Company not making the interest payment of $9.4 million on its
10 _% Senior Note due 2013.  The Agreement was to expire on
June 20, 2010.   Effective June 18, 2010, Holdings entered into an
amendment of the Agreement, pursuant to which the lenders under
the Senior Revolving Loan Agreement and the Senior Term Loan
Agreement agreed to extend the expiration date of the Agreement to
July 12, 2010.  In addition, the Company has determined that it
has a goodwill impairment loss as of March 28, 2010.  The Company
is in the process of completing the annual assessment of goodwill
to quantify the amount of the impairment for the fiscal year ended
March 28, 2010.  There can be no assurance that the Company can
restructure its debts or obtain a new amendment on its forbearance
agreement after July 12, 2010."

The Company says its management has expended considerable time and
effort engaging in discussions with its lenders to evaluate
various strategic and restructuring alternatives in addition to
the required efforts to complete its assessment of goodwill
impairment.  Additional time is required to complete the goodwill
impairment analysis and the debt classification and disclosures to
give effect to the impact of the Agreement and related amendment.

The goodwill impairment loss for the fiscal year ended March 28,
2010 may be significantly different from the amount of the
impairment loss recorded for the fiscal year ended March 29, 2009.

"A new amendment may limit our ability to fund our operations.  If
a new amendment is not reached, the senior lenders could require
the Company to immediately repay all amounts outstanding under the
senior credit facility.  In addition, there would be defaults
under the Company's senior secured notes and senior subordinated
notes.  This would have a material adverse effect on the business,
financial condition, liquidity and operations of the Company and
raise substantial doubt about our ability to continue as a going
concern."

Lawrenceville, Ga.-based Network Communications, Inc., is a
leading local media company providing lead generation, advertising
and internet marketing services to the housing industry.  The
Company's leading brands are Apartment Finder, The Real Estate
Book, DigitalSherpa, Unique Homes, New England Home and Atlanta
Homes & Lifestyles.

The Company's balance sheet at December 6, 2009, showed
$362.4 million in assets, $330.3 million of liabilities, and
$32.1 million of stockholders' equity.


NUMOBILE INC: Posts $1.2 Million Net Loss in Q1 2010
----------------------------------------------------
NuMobile, Inc., filed its quarterly report on Form 10-Q, reporting
a net loss of $1,222,056 on $88,840 of revenue for the three
months ended March 31, 2010, compared with a net loss of $82,485
on $809 of revenue for the same period of 2009.

The Company's balance sheet at March 31, 2010, showed
$4,799,562 in assets and $9,410,161 of liabilities, for a
stockholders' deficit of $4,610,599.

As reported in the Troubled Company Reporter on April 12, 2010,
Gruber and Company, LLC, expressed substantial doubt about the
Company's ability to continue as a going concern after auditing
the Company's financial statements for the year ended December 31,
2009.

The Company has incurred a net loss of $1,222,056, used cash for
operations of $58,910 for the three months ended March 31, 2010,
has an accumulated deficit of $10,825,026 as of March 31, 2010,
and has a working capital deficit of $9,219,017 as of March 31,
2010.  "These conditions raise substantial doubt as to 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?658e

Louisville, Ky.-based NuMobile, Inc. (OTC BB: NUBL) currently
conducts its operations through its subsidiaries Enhance Network
Communications, Inc. and Stonewall Networks, Inc.  NuMobile's plan
and focus is to strategically acquire corporations that focus on
four major vertical markets.  The first of these markets is
applications providing for smart phones and mobile computing
trending to cloud network support and scaling.  The second is
infrastructure, architect design and management for wireless and
land based networking.  The third is the creation of mobile
framework and applications for healthcare services and products.
The fourth and last is providing infrastructure and support to the
hospitality and gaming sectors with emphasis on mobile monitoring
of fleet management, infrastructure security and communication for
security detailing.  The Company has no current arrangements or
agreements for any specific acquisitions.

Enhance provides a wide variety of services from infrastructure
architect to software as a service supplier.  Stonewall Networks
has built the Cornerstone Security Policy Manager.  Cornerstone, a
centralized IT security policy manager, is an engine for security
policy modeling, implementation, monitoring, enforcement, and
auditing.


NORTEL NETWORKS: Proposes to File Plan Ahead of Disc. Statement
---------------------------------------------------------------
Nortel Networks Inc. and its debtor affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to give them until
September 3, 2010, to file a disclosure statement in connection a
Chapter 11 plan they are currently putting together.

A disclosure statement provides a detailed description of the
major provisions of a Chapter 11 plan and other information that
would enable creditors to make an informed judgment concerning
the plan.

The Debtors inform Judge Gross that they are set to file a joint
plan of reorganization on or before the July 14, 2010 exclusive
plan filing deadline under Section 1121(b) of the Bankruptcy
Code.

"Allowing the Debtors more time to file the disclosure statement
will facilitate the preparation of a draft and the ongoing
discussions with the Debtors' creditor constituents with respect
to the various issues that must be resolved in connection with
the confirmation of [a bankruptcy] plan," says the Debtors'
attorney, Alissa Gazze, Esq., at Morris Nichols Arsht & Tunnell
LLP, in Wilmington, Delaware.

The Debtors aver that given the complexity of their bankruptcy
cases, they do not expect any other party would be able to
construct a disclosure statement or propose a competing plan
during the requested extension period.

The Court will consider the proposed extension at a hearing
scheduled for July 7, 2010.  Parties-in-interest have until
June 30 to file responses or objections to the extension request.

                      About Nortel Networks

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

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

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

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

Certain of Nortel's European subsidiaries also made consequential
filings for creditor protection.  The Nortel Companies related in
a press release that Nortel Networks UK Limited and certain
subsidiaries of the Nortel group incorporated in the EMEA region
have each obtained an administration order from the English High
Court of Justice under the Insolvency Act 1986.  The applications
were made by the EMEA Subsidiaries under the provisions of the
European Union's Council Regulation (EC) No. 1346/2000 on
Insolvency Proceedings and on the basis that each EMEA
Subsidiary's centre of main interests is in England.  Under the
terms of the orders, representatives of Ernst & Young LLP have
been appointed as administrators of each of the EMEA Companies and
will continue to manage the EMEA Companies and operate their
businesses under the jurisdiction of the English Court and in
accordance with the applicable provisions of the Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated have material operations and are not part of the
bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of US$11.6 billion and consolidated
liabilities of US$11.8 billion.  The Nortel Companies' U.S.
businesses are primarily conducted through Nortel Networks Inc.,
which is the parent of majority of the U.S. Nortel Companies.  As
of September 30, 2008, NNI had assets of about US$9 billion and
liabilities of US$3.2 billion, which do not include NNI's
guarantee of some or all of the Nortel Companies' about
US$4.2 billion of unsecured public debt.

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


NORTEL NETWORKS: NN CALA Wants Exclusivity Until January 2011
-------------------------------------------------------------
Nortel Networks Inc. and its units ask Judge Gross to give Debtor
Nortel Networks (CALA) Inc. at least until next year to file and
solicit votes for its Chapter 11 plan.

Pursuant to Section 1121(d) of the Bankruptcy Code, the Debtors
specifically seeks that NN CALA's exclusive plan filing deadline
is extended through January 13, 2011, and that NN CALA's
exclusive plan solicitation period is extended through March 13,
2011.

NN CALA is a direct subsidiary of the Debtors' and is one of the
Nortel units that operate in the Caribbean and Latin American
region.  It filed for bankruptcy protection on July 14, 2009, in
the U.S. Bankruptcy Court for the District of Delaware.

Ann Cordo, Esq., at Morris Nichols Arsht & Tunnell LLP, in
Wilmington, Delaware, says NN CALA intends to use the additional
time to pursue the monetization of its remaining assets, review
claims asserted against it, and hold negotiations in a bid to
develop a plan of reorganization.

The Court will consider the proposed extension at a hearing
scheduled for July 7, 2010.  Deadline for filing objections to
the extension request is June 30, 2010.

                      About Nortel Networks

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

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

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

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

Certain of Nortel's European subsidiaries also made consequential
filings for creditor protection.  The Nortel Companies related in
a press release that Nortel Networks UK Limited and certain
subsidiaries of the Nortel group incorporated in the EMEA region
have each obtained an administration order from the English High
Court of Justice under the Insolvency Act 1986.  The applications
were made by the EMEA Subsidiaries under the provisions of the
European Union's Council Regulation (EC) No. 1346/2000 on
Insolvency Proceedings and on the basis that each EMEA
Subsidiary's centre of main interests is in England.  Under the
terms of the orders, representatives of Ernst & Young LLP have
been appointed as administrators of each of the EMEA Companies and
will continue to manage the EMEA Companies and operate their
businesses under the jurisdiction of the English Court and in
accordance with the applicable provisions of the Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated have material operations and are not part of the
bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of US$11.6 billion and consolidated
liabilities of US$11.8 billion.  The Nortel Companies' U.S.
businesses are primarily conducted through Nortel Networks Inc.,
which is the parent of majority of the U.S. Nortel Companies.  As
of September 30, 2008, NNI had assets of about US$9 billion and
liabilities of US$3.2 billion, which do not include NNI's
guarantee of some or all of the Nortel Companies' about
US$4.2 billion of unsecured public debt.

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


NORTEL NETWORKS: Proposes to Terminate Retiree Plans
----------------------------------------------------
Nortel Networks Inc. and its units seek the Bankruptcy Court's
authority to terminate three of their benefit plans for retirees
and employees with long-term disability effective as of August 31,
2010.

The benefit plans include Nortel Networks Inc.'s medical plan and
life insurance plan for retirees.  About 4,019 individuals are
participants under the plans, consisting of 2,592 retirees and
1,490 of their spouses and children.  NNI also maintains a
benefit plan for 280 employees with long-term disability.

The Benefit Plans have no assets and are funded on a pay-as-you-
go basis.

The current projected cost of providing benefits under the three
Benefit Plans is approximately $1 million per month, according to
the Debtors.

NNI's attorney, Alissa Gazze, Esq., at Morris Nichols Arsht &
Tunnell LLP, in Wilmington, Delaware, says that the proposed
termination will achieve a cumulative cash savings of $8 million
to the Debtors for the remainder of 2010 alone.

"Providing the benefits [under the benefit plans] is a
significant financial burden that does not provide any
concomitant benefit to the Debtors' estates because the
individuals currently receiving the benefits of such expenditures
are not providing services to the Debtors," Ms. Gazze says.

Accordingly, upon further review, the Debtors have determined
that it is necessary to terminate the Benefit Plans at this stage
in their restructuring.  To provide a smooth transition for
retirees, the Debtors negotiated arrangements with external
providers to arrange for individual medical insurance coverage in
which retirees may elect to participate at their own cost without
any reimbursement, credit or contribution from the Debtors, Ms
Gazze relates.

The Debtors have made an arrangement with the UnitedHealthcare
Insurance Company to provide the retirees and its current
employees who will retire before December 31, 2011, with medical
coverage options; and with Towers Watson Pennsylvania Inc. to
assist in implementing the new coverage.

Under the new coverage, all of the Debtors' retirees aged 65 and
above and about 95% of the retirees below 65 years old, who live
in states where UnitedHealthcare or its affiliates offer under-65
medical coverage, will have the right to purchase the coverage.
The approximately 100 retirees who live in states not covered by
UnitedHealthcare or who live outside of the U.S. will receive
guidance as to available options and assistance in securing
coverage from a different provider.

In connection with the proposed termination of the Nortel Retiree
Medical Plan, the Debtors seek propose that retirees be permitted
to submit claims under the Medical Plan until December 31, 2010
for medical claims incurred before August 31, 2010.

The Court will consider the proposed benefit plan termination at
a hearing scheduled for July 16, 2010.  Deadline for filing
objections is July 6, 2010.

                      About Nortel Networks

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

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

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

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

Certain of Nortel's European subsidiaries also made consequential
filings for creditor protection.  The Nortel Companies related in
a press release that Nortel Networks UK Limited and certain
subsidiaries of the Nortel group incorporated in the EMEA region
have each obtained an administration order from the English High
Court of Justice under the Insolvency Act 1986.  The applications
were made by the EMEA Subsidiaries under the provisions of the
European Union's Council Regulation (EC) No. 1346/2000 on
Insolvency Proceedings and on the basis that each EMEA
Subsidiary's centre of main interests is in England.  Under the
terms of the orders, representatives of Ernst & Young LLP have
been appointed as administrators of each of the EMEA Companies and
will continue to manage the EMEA Companies and operate their
businesses under the jurisdiction of the English Court and in
accordance with the applicable provisions of the Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated have material operations and are not part of the
bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of US$11.6 billion and consolidated
liabilities of US$11.8 billion.  The Nortel Companies' U.S.
businesses are primarily conducted through Nortel Networks Inc.,
which is the parent of majority of the U.S. Nortel Companies.  As
of September 30, 2008, NNI had assets of about US$9 billion and
liabilities of US$3.2 billion, which do not include NNI's
guarantee of some or all of the Nortel Companies' about
US$4.2 billion of unsecured public debt.

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


NORTEL NETWORKS: Disputes Avaya's Purchase Price Calculation
------------------------------------------------------------
Nortel Networks Inc. and its units seek a Bankruptcy Court ruling
compelling Avaya Inc. to comply with the terms of their agreement
governing the sale of their Enterprise Solutions business.

The Debtors made the move after Avaya, the buyer of Nortel's
Enterprise Solutions business, disputed their calculation of the
purchase price adjustment required under the deal.  Avaya
demanded a downward adjustment of the purchase price by about
$22 million based on its claim that the Debtors' management of
some excess inventory has not been proven to be reasonable.

Avaya said Nortel lacked "reasonable" mitigation plans, or plans
for dealing with losses due to a build-up of obsolete and excess
inventory, according to a June 28, 2010 report by The Wall Street
Journal.

Andrew Remming, Esq., at Morris Nichols Arsht & Tunnell LLP, in
Wilmington, Delaware, asserts that Avaya's purported dispute
regarding the Debtors' calculation of the inventory value
contravenes the sale agreement.  He says the sale agreement
provides "discrete and clear standards" for calculating purchase
price adjustments and provides the methods to value excess
inventory delivered to Avaya.

The Debtors also ask the Court to direct the release of
$19,184,300 plus accumulated interest held in escrow by Wells
Fargo Bank N.A.  Avaya allegedly refused to release this portion
of the sale proceeds based largely on its claim.

Avaya emerged as the winning bidder in a bankruptcy auction for
Nortel's Enterprise Solutions business held in September 2009. It
offered to acquire the business for $900 million and provide an
additional $15 million reserved for a Nortel employee retention
program.  The sale was completed two months after the auction was
held.

The Court will convene a hearing on July 16, 2010 to consider the
Debtors' request.  Deadline for filing objections is July 9,
2010.

                      About Nortel Networks

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

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

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

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

Certain of Nortel's European subsidiaries also made consequential
filings for creditor protection.  The Nortel Companies related in
a press release that Nortel Networks UK Limited and certain
subsidiaries of the Nortel group incorporated in the EMEA region
have each obtained an administration order from the English High
Court of Justice under the Insolvency Act 1986.  The applications
were made by the EMEA Subsidiaries under the provisions of the
European Union's Council Regulation (EC) No. 1346/2000 on
Insolvency Proceedings and on the basis that each EMEA
Subsidiary's centre of main interests is in England.  Under the
terms of the orders, representatives of Ernst & Young LLP have
been appointed as administrators of each of the EMEA Companies and
will continue to manage the EMEA Companies and operate their
businesses under the jurisdiction of the English Court and in
accordance with the applicable provisions of the Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated have material operations and are not part of the
bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of US$11.6 billion and consolidated
liabilities of US$11.8 billion.  The Nortel Companies' U.S.
businesses are primarily conducted through Nortel Networks Inc.,
which is the parent of majority of the U.S. Nortel Companies.  As
of September 30, 2008, NNI had assets of about US$9 billion and
liabilities of US$3.2 billion, which do not include NNI's
guarantee of some or all of the Nortel Companies' about
US$4.2 billion of unsecured public debt.

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


ORANGE GROVE: Wants Access to Secured Creditors' Cash Until Oct. 1
------------------------------------------------------------------
Orange Grove Service, Inc., asks the U.S. Bankruptcy Court for the
Central District of California for authorization to access the
cash securing repayment of obligations with Signal Walnut
Partnership, LP, and American Continental Bank until October 1,
2010.

The Debtor's indebtedness consists of:

   -- SWP - $7,161,450;

   -- ACB - $3,388,363; and

   -- Phoebe Chen Huang and Nelson L. Huang - $308,000.

The Debtor's loan is secured by the rental income of two operating
strip shopping centers located at 308-388 Lemon Ave., Walnut,
California, and 2120-2150 Alhambra, California.  The Debtor said
that Huang's claim is fully unsecured.

The Debtor would use the cash collateral to operate its business
postpetition.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will:

   a) continue to maintain adequate causality and liability
      insurance coverage on Lemon Creek and Fremont that the
      properties are insured against potential losses to the
      limits recommended by the Debtor's insurance representative;

   b) adequate protection and interest payments to the secured
      creditors;

   c) only expend cash collateral pursuant to the Budget subject
      to reasonable deviations, not to exceed a total of 5%;

   d) pay postpetition real estate taxes when due for the year
      2010; and

   e) maintain Lemon Creek and Fremont in good condition and
      repair.

The Debtor is represented by:

   Oris S. Blumenfeld, Esq.
   Wilson & Associates LLP
   10940 Wilshire Blvd., Suite 1600
   Los Angeles, CA 90024
   Tel: (310) 220-4900
   Fax: (310) 443-4296
   E-mail: oblumenfeld@wilsonassocllp.com

                    About Orange Grove Service

La Verne, California-based Orange Grove Service, Inc., filed for
Chapter 11 bankruptcy protection on March 25, 2010 (Bankr. C.D.
Calif. Case No. 10-21336).  Ori S. Blumenfeld, Esq., at Wilson &
Associates LLP, assists the Company in its restructuring effort.
The Company estimated its assets and debts at $10,000,001 to
$50,000,000.


ORLEANS HOMEBUILDERS: Lenders Support Short-Term Incentive Plan
---------------------------------------------------------------
Orleans Homebuilders Inc. said it received a letter from a group
of its senior lenders collectively holding in excess of 80% of the
amount of debt outstanding under the Debtors' Debtor-in-Possession
Loan Agreement and under the Company's Second Amended and Restated
Revolving Credit Loan Agreement, each as amended, expressing their
support for a proposed Short-Term Incentive Plan for certain
members of the Company's management team.

Under the terms of the proposed Short-Term Incentive Plan, certain
members of management and employees the Company believes are
critical to the Company's ability to maintain operations during
the Chapter 11 Cases and to emerge successfully from bankruptcy
would be eligible to receive a specified bonus payment.  Some of
the Short-Term Incentive Plan beneficiaries would be entitled to
receive the full amount of the specified bonus payment as of the
effective date of a Chapter 11 plan of reorganization for the
Debtors if the beneficiary is employed by the Company on the
Effective Date or was terminated without cause prior to the
Effective Date.  Certain other beneficiaries would be entitled to
receive 50% of the specified bonus payment upon the Effective Date
and the remainder 180 days after the Effective Date, if the
beneficiary remained employed by the Company on each date or was
terminated without cause prior to either date.  The total amount
of these bonuses is approximately $3.4 million and approximately
42 employees would be eligible to receive the bonuses, including
discretionary bonuses to Jeffrey P. Orleans, Chairman, Chief
Executive Officer and President, and Benjamin D. Goldman, Vice
Chairman, receipt of which is subject, among other things, to the
approval of a majority of the revolving lenders under the DIP Loan
Agreement.

The Company intends to include the proposed Short-Term Incentive
Plan in its Chapter 11 Plan the Debtors anticipate filing with the
Bankruptcy Court and anticipates that the Short-Term Incentive
Plan will not be effective unless a Chapter 11 Plan is confirmed.
Any such Chapter 11 Plan will be subject to confirmation in
Bankruptcy Court proceedings and there is no guarantee that the
Debtors will be successful in their attempts to obtain approval of
any Chapter 11 Plan.

In their June 18, 2010 letter, the Lender Group stated that it
will support approval of the Short-Term Incentive Plan described
above in connection with confirmation of a Chapter 11 Plan and
will take such actions as will be reasonably necessary or
appropriate to incorporate the terms of the Short-Term Incentive
Plan into the Chapter 11 Plan and to obtain approval thereof.  The
Lender Group further stated that if, for any reason, a Chapter 11
Plan is confirmed and the Short-Term Incentive Plan is not
approved in connection with such a Chapter 11 Plan and the Lender
Group directly or indirectly owns the reorganized Company, the
Lender Group will cause the reorganized Company to pay the amounts
as contemplated by the Short-Term Incentive Plan.

                     About Orleans Homebuilders

Orleans Homebuilders, Inc. -- aka FPA Corporation, OHB, Parker &
Lancaster, Masterpiece Homes, Realen Homes and Orleans --
develops, builds and markets high-quality single-family homes,
townhouses and condominiums.  From its headquarters in suburban
Philadelphia, the Company serves a broad customer base including
first-time, move-up, luxury, empty-nester and active adult
homebuyers.  The Company currently operates in these 11 distinct
markets: Southeastern Pennsylvania; Central and Southern New
Jersey; Orange County, New York; Charlotte, Raleigh and
Greensboro, North Carolina; Richmond and Tidewater, Virginia;
Chicago, Illinois; and Orlando, Florida.  The Company's Charlotte,
North Carolina operations also include adjacent counties in South
Carolina.  Orleans Homebuilders employs approximately 300 people.

The Company filed for Chapter 11 bankruptcy protection on March 1,
2010 (Bankr. D. Del. Case No. 10-10684).  Cahill Gordon & Reindell
LLP is the Debtor's bankruptcy and restructuring counsel.  Curtis
S. Miller, Esq., and Robert J. Dehney, Esq., at Morris, Nichols,
Arsht & Tunnell, are the Debtor's Delaware and restructuring
counsel.  Blank Rome LLP is the Debtor's special corporate
counsel.  Garden City Group Inc. is the Debtor's claims and notice
agent.  The Company estimated assets and debts at $100,000,001 to
$500,000,000.


PAETEC HOLDING: Exchange Offer for 8-7/8% Notes Expires July 23
---------------------------------------------------------------
PAETEC Holding Corp. filed with the Securities and Exchange
Commission AMENDMENT NO. 1 TO FORM S-4 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933 in connection with its offer to
exchange up to $300,000,000 of 8-7/8% Senior Secured Notes due
2017, which have been registered under the Securities Act of 1933,
for any and all outstanding 8-7/8% Senior Secured Notes due 2017,
which have not been registered under the Securities Act of 1933.

The Company will exchange all original notes that are validly
tendered and not withdrawn prior to the expiration of the exchange
offer for an equal principal amount of exchange notes.  The
exchange offer will expire at 5:00 p.m., New York City time, on
July 23, 2010, unless extended by the Company.

The notes offered by the prospectus, or "exchange notes," have
been registered under the Securities Act of 1933, as amended, and
are being offered in exchange for the outstanding, unregistered
notes, or "original notes," that the Company originally issued on
January 12, 2010.

The exchange of outstanding original notes for exchange notes
pursuant to the exchange offer generally will not be a taxable
event for U.S. federal income tax purposes.

The Company will not receive any proceeds from the exchange offer.

A full-text copy of the prospectus is available at no charge
at http://ResearchArchives.com/t/s?659f

                    About PAETEC Holding

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

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

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

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

                        *     *     *

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

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


PALM INC: Stockholders Approve Merger Plan & Agreement
------------------------------------------------------
The stockholders of Palm Inc. approved the Agreement and Plan of
Merger dated April 28, 2010 among Palm, District Acquisition
Corporation and Hewlett-Packard Company.  The approval occurred by
way of the affirmative vote of a majority of the:

   i) holders of the outstanding shares of Palm common stock,
      Series B preferred stock and Series C preferred stock at the
      close of business on the record date, May 24, 2010, voting
      together as a single class on an as-converted basis, and

  ii) holders of the outstanding shares of Palm common stock not
      beneficially owned by Elevation Partners, L.P., or its
      affiliates.

The transaction is expected to close on Wednesday, July 1, 2010.

                             HP Merger

As reported by the Troubled Company Reporter on April 30, Hewlett-
Packard Company, Inc., and Palm have entered into a definitive
agreement under which HP will purchase Palm at a price of $5.70
per share of Palm common stock in cash or an enterprise value of
approximately $1.2 billion.  The transaction has been approved by
the HP and Palm boards of directors.

Palm stockholders will receive $5.70 in cash for each share of
Palm common stock that they hold at the closing of the merger.
The holders of Palm's Series C Preferred Stock will receive the
Common Stock Consideration on an as-converted basis.  The holders
of Palm's Series B Preferred Stock will receive aggregate cash
consideration of $328.3 million, without interest, based on the
existing liquidation preference of the Series B Preferred Stock.
Each outstanding warrant will be converted into the right to
receive $2.45 in cash, without interest, for each share of Palm's
common stock subject to the warrant.

                          About Palm Inc.

Sunnyvale, California-based Palm, Inc. (NASDAQ: PALM) creates
intuitive and powerful mobile experiences that enable consumers
and businesses to connect to their information in more useful and
usable ways.  Palm products are sold through select Internet,
retail, reseller and wireless operator channels, and at the Palm
online store at http://www.palm.com/store

At February 28, 2010, Palm had total assets of $1,007,237,000
against total current liabilities of $601,133,000; long-term debt
of $387,000,000; non-current deferred revenues of $19,001,000;
non-current tax liabilities of $6,286,000; Series B redeemable
convertible preferred stock of $272,961,000; and Series C
redeemable convertible preferred stock of $18,782,000; resulting
in stockholders' deficit of $297,926,000.  At May 31, 2009,
stockholders' deficit was $406,568,000.

                           *     *     *

As reported by the Troubled Company Reporter on March 5, 2010,
Standard & Poor's Ratings Services affirmed its 'CCC+' corporate
credit rating and other ratings on Palm Inc. and revised the
ratings outlook to negative from positive.  "The action reflects
the company's announcement that revenues in the February 2010
quarter and fiscal year ending May 2010 will be well below earlier
expectations," said Standard & Poor's credit analyst Bruce Hyman.


PRIUM TUMWATER: Section 341(a) Meeting Scheduled for July 22
------------------------------------------------------------
The U.S. Trustee for Region 18 will convene a meeting of Prium
Tumwater Buildings LLC's creditors on July 22, 2010, at 2:30 p.m.
The meeting will be held at Courtroom J, Union Station, 1717
Pacific Avenue, Tacoma, WA 98402.

This is the first meeting of creditors required under Section
341(a) of the U.S. Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the Company's financial affairs and
operations that would be of interest to the general body of
creditors.

Tacoma, Washington-based Prium Tumwater Buildings LLC filed for
Chapter 11 bankruptcy protection on June 18, 2010 (Bankr. W.D.
Wash. Case No. 10-44962).  Timothy W. Dore, Esq., at Ryan Swanson
& Cleveland PLLC, assists the Company in its restructuring effort.
The Company estimated its assets and debts at $10,000,001 to
$50,000,000.


PRIUM TUMWATER: Taps Ryan Swanson as General Bankruptcy Counsel
---------------------------------------------------------------
Prium Tumwater Buildings LLC has sought permission from the U.S.
Bankruptcy Court for the Western District of Washington to employ
Ryan, Swanson & Cleveland, PLLC, as general bankruptcy counsel.

RSC will represent the Debtor in its Chapter 11 bankruptcy case.

The Debtor paid a $25,000 advance fee deposit to RSC for services
in this bankruptcy case about June 17, 2010.

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

Tacoma, Washington-based Prium Tumwater Buildings LLC filed for
Chapter 11 bankruptcy protection on June 18, 2010 (Bankr. W.D.
Wash. Case No. 10-44962).  The Company estimated its assets and
debts at $10,000,001 to $50,000,000.


RAMSEY INDUSTRIES: Court Approves Chapter 11 Reorganization Plan
----------------------------------------------------------------
Kyle Arnold at Tulsa World reports that  the U.S. Bankruptcy Court
in Tulsa approved the Chapter 11 plan of reorganization of Ramsey
Industries Inc., which intends to save the Company and keeps its
140 local employees.

Ramsey Industries Inc. filed for bankruptcy protection in December
2009, listing debts of more than $100 million.


REFCO INC: Ex-Lawyer Collins Settles SEC Fraud Action
-----------------------------------------------------
The U.S. Securities and Exchange Commission related that on
June 11, 2010, a settled final judgment was entered by the U.S.
District Court for the Southern District of New York against
Joseph P. Collins, a former partner with the law firm Mayer Brown
LLP.

The SEC's complaint in U.S. Securities and Exchange Commission v.
Joseph P. Collins, 07 CV 11343 (JSR) (S.D.N.Y. filed Dec. 18,
2007), alleged that Mr. Collins aided and abetted a financial
fraud by substantially assisting Refco Group Ltd. and its
corporate successor Refco Inc. in their failure to disclose
hundreds of millions of dollars in related party indebtedness.
As alleged in the complaint, Mr. Collins, in the course of
representing Refco, learned that an entity owned and controlled
by Refco's chairman and chief executive officer owed Refco
hundreds of millions of dollars.  Mr. Collins also worked on, and
oversaw other attorneys' work on, short-term related party
transactions that occurred repeatedly at the end of Refco fiscal
periods and temporarily shifted the related party indebtedness to
unrelated third parties.  The transactions were reversed shortly
after the fiscal periods ended.  The complaint further alleged
that, notwithstanding his knowledge and awareness of the related
party indebtedness and transactions, Mr. Collins reviewed and
revised Refco disclosure documents that failed to mention these
facts to potential investors.

The final judgment against Mr. Collins, to which he consented
without admitting or denying the SEC's allegations, enjoins him
from violating Section 10(b) of the Securities Exchange Act of
1934 and Rule 10b 5 thereunder.

Mr. Collins was convicted in a related federal criminal
prosecution of conspiracy, securities fraud, and wire fraud.  In
January 2010, Mr. Collins was sentenced to 7 years in prison.

The SEC acknowledges the assistance and cooperation of the Office
of the United States Attorney for the Southern District of New
York.

          No Monetary Penalty under Collins Settlement

Mr. Collins' deal with the SEC doesn't involve monetary
penalties.  He is only barred from violating the securities laws'
anti-fraud provisions in the future.  He also was allowed to
settlement the SEC lawsuit without admitting or denying the SEC's
allegations, "an absurd formality considering he's already been
found guilty of a crime," Jonathan Weil noted in a Bloomberg News
commentary column.

A Manhattan jury's conviction of fraud for Mr. Collins, handed
down in July 2009, also doesn't translate to any monetary
recovery for Refco creditors, Bloomberg News points out.  The
conviction only included a $500 fine, according to the report.
The presiding judge over the case denied a request for a
forfeiture order, "under which Mr. Collins' assets could have
been used to compensate victims for Refco's fraud," Mr. Weil
relates.

Mr. Collins and Mayer Brown were also acquitted from civil
lawsuit led by Pacific Investment Management Company LLC and RH
Capital Associates LLC.  The acquittal was issued by Judge Gerard
Lynch, as affirmed by the 2nd Circuit Court of Appeals in late
April 2010.

However, Mr. Collins is still facing a separate lawsuit by three
funds associated with Thomas H. Lee Partners LP, over
representations Mr. Collins made to the equity firm that led the
firm to purchase a majority stake in Refco in 2004, Bloomberg
News cites.

Mayer Brown billed Refco more than $40 million in fees from 1007
through 2005, Bloomberg notes, citing court records.

"True justice for investors duped by Refco would include the
opportunity to seize everything Mr. Collins owns," Bloomberg's
Jonathan Weil commented.

                         About Refco Inc.

Headquartered in New York, Refco Inc. -- http://www.refco.com/--
was a diversified financial services organization with operations
in 14 countries and an extensive global institutional and retail
client base.  Refco's worldwide subsidiaries were members of
principal U.S. and international exchanges, and were among the
most active members of futures exchanges in Chicago, New York,
London and Singapore.  Refco was also a major broker of cash
market products, including foreign exchange, foreign exchange
options, government securities, domestic and international
equities, emerging market debt, and OTC financial and commodity
products.  Refco was one of the largest global clearing firms for
derivatives.  The Company had operations in Bermuda.

The Company and 23 of its affiliates filed for Chapter 11
protection on October 17, 2005 (Bankr. S.D.N.Y. Case No. 05-
60006).  J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher
& Flom LLP, represented the Debtors in their restructuring
efforts.  Milbank, Tweed, Hadley & McCloy LLP, represented the
Official Committee of Unsecured Creditors.  Refco reported
US$16.5 billion in assets and US$16.8 billion in debts to the
Bankruptcy Court on the first day of its Chapter 11 cases.

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its Direct and Indirect Subsidiaries,
including Refco Capital Markets, Ltd., and Refco F/X Associates,
LLC, on December 15, 2006.  That Plan became effective on Dec. 26,
2006.  Pursuant to the plan, RJM, LLC, was named plan
administrator to reorganized Refco, Inc. and its affiliates, and
Marc S. Kirschner as plan administrator to Refco Capital Markets,
Ltd.

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


RICHARDSON HOSPITAL: S&P Raises Ratings on Bonds to 'BBB-'
----------------------------------------------------------
Standard & Poor's Ratings Services's media release, originally
published June 25, 2010, incorrectly stated the obligor's name in
the headline and the name of a newly created entity that is a
party to a lease agreement with the obligor in the text.  A
corrected version is:

S&P raised its rating to 'BBB-' from 'BB+' on Richardson Hospital
Authority, Texas' $73.227 million series 2004 bonds and
$32.355 million series 1998 bonds, issued for Richardson Regional
Medical Center.  The rating outlook remains developing.

The higher rating reflects Standard & Poor's view of RHA's
affiliation and long-term 20-year lease agreement with Methodist
Hospital of Dallas (doing business as Methodist Health System or
MHS), which has contributed to improved operating results, partly
due to the benefit of more favorable managed-care contracting
through MHS, but also due to general revenue and cost efficiencies
gained through affiliating with a stronger system.

In March 2009, RHA announced it signed a memorandum of
understanding to affiliate with MHS and effective June 1, 2009,
RHA entered into a long-term lease agreement with Methodist
Richardson Medical Center, a newly created affiliate organization
of MHS, to lease the assets of RRMC.  As such, RRMC is now doing
business as MRMC.

In S&P's opinion, offsetting credit factors include some
weaknesses in the lease structure such as special termination
rights by either party and a lease term that expires approximately
six years (unless terminated earlier) before the final bond
maturity date in 2035.  Added credit concerns are MMRC's location
in a competitive marketplace, with sizeable system-affiliated
competitors surrounding its primary service area, which has led to
some pressure on business volumes over the past two to three years
and constrained balance sheet metrics for RHA.

The developing outlook reflects the continuing progression of the
affiliation with MHS under the current lease agreement.  MRMC has
shown operational improvement and has met the initial forecasted
operating results for the interim period ending April 2010.  If
MRMC current financial trend continues, S&P believes there is a
good chance they will meet the required operational targets set
forth in the lease agreement, which would trigger a full sale to
MHS over the next 12 to 24 months.  Furthermore, both parties
could accelerate a full sale to MHS in advance of meeting the
triggers if they so choose.

"If a full sale were to occur, the rating would likely be raised
to reflect the higher rating of MHS, assuming the debt becomes a
guaranty of MHS or is on parity with MHS's existing debt," said
Standard & Poor's credit analyst Stephen Infranco.  "However,
given some of the structural weaknesses of the lease agreement,
specifically the termination provisions, there is still a chance
that the affiliation could dissolve and the medical center be
returned to RHA, which would likely result in a lower rating as
the same financial difficulties that plagued RRMC before the
affiliation could return," said Mr. Infranco.


RITE AID: Stockholders Approve Adoption of 2010 Plan
----------------------------------------------------
The stockholders of Rite Aid Corporation approved the adoption of
the 2010 Plan, which was previously approved by Rite Aid's
Compensation Committee and Board of Directors.  The 2010 Plan
provides for the issuance of a maximum of 35 million shares of
Common Stock in connection with the grant of stock options, stock
appreciation rights, restricted stock, phantom units, stock bonus
awards, and other equity-based awards valued in whole or in part
by reference to, or otherwise based on, Rite Aid's Common Stock.

                         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: Stockholders Elect Nine Nominees to Board of Directors
----------------------------------------------------------------
According to a regulatory filing, stockholders elected Rite Aid
Corporation's nominees to the Board of Directors.  The persons
elected to Rite Aid's Board of Directors are:

  * Joseph B. Anderson
  * Andre Belzile
  * Michel Coutu
  * James L. Donald
  * David R. Jessick
  * Mary F. Sammons
  * Philip G. Satre
  * John T. Standley
  * Marcy Syms

The stockholders also ratified the appointment of Deloitte &
Touche LLP as Rite Aid's independent registered public accounting
firm.

                         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: Promotes Kenneth Martindale as Chief Operating Officer
----------------------------------------------------------------
Rite Aid Corporation said that Kenneth Martindale, formerly Senior
Executive Vice President of Merchandising, Marketing and
Logistics, had been promoted to Chief Operating Officer.  He
assumes the position from John Standley, who, as previously
announced, was promoted from President and Chief Operating Officer
to President and Chief Executive Officer following the company's
annual meeting on June 23.  Information about Mr. Martindale,
including his prior experience, can be found in our definitive
proxy statement for our 2010 Annual Meeting Stockholders, as filed
with the Securities and Exchange Commission on May 21, 2010, under
the heading "Executive Officers."

In his new role as Chief Operating Officer, Mr. Martindale will be
entitled to receive an annual base salary in the amount of
$750,000 and will have the opportunity to receive a target bonus
in the amount of 125% of his base salary.  In addition, in
connection with his promotion, Mr. Martindale was granted an
option to purchase 1.4 million shares of Rite Aid common stock,
$1.00 par value per share pursuant to the Rite Aid Corporation
2010 Omnibus Equity Plan.  Additionally, pursuant to Rite Aid's
fiscal year 2011 long term incentive program, Mr. Martindale was
granted an option to purchase 589,300 shares of Common Stock,
192,800 restricted shares of Common Stock and cash performance
units in the amount of $288,800, all under the Rite Aid
Corporation 2004 Omnibus Equity Plan.

                         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.


RMA REAL ESTATE: Involuntary Chapter 11 Case Summary
----------------------------------------------------
Alleged Debtor: RMA Real Estate Holdings, L.L.C.
                20702 Crescent Point Place
                Ashburn, VA 20147

Bankruptcy Case No.: 10-15244

Involuntary Chapter 11 Petition Date: June 22, 2010

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

Judge: Stephen S. Mitchell

Debtor's Counsel: Pro Se

Petitioners' Counsel: John P. Forest, II, Esq.
                      StahlZelloe, P.C.
                      11350 Random Hills Road, Suite 700
                      Fairfax, VA 22030
                      Tel: (703) 691-4940

Creditors who signed the Chapter 11 petition:

    Petitioners                     Nature of Claim   Claim Amount
    -----------                     ---------------   ------------
Roger Amendola                      Member              Not Stated
20702 Crescent Pointe Place
Ashburn, VA 20147

Brett Anthony Amendola              Member              Not Stated
43605 Solheim Cup Terrace
Ashburn, VA 20147

Janet Amendola                      Member              Not Stated
43605 Solheim Cup Terrace
Ashburn, VA 20147


ROBERT MARSHALL: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Robert J. Marshall
          dba Wilmar Properties, LTD
        1180 Wadsworth Road
        Medina, OH 44256

Bankruptcy Case No.: 10-53062

Chapter 11 Petition Date: June 27, 2010

Court: U.S. Bankruptcy Court
       Northern District of Ohio (Akron)

Judge: Marilyn Shea-Stonum

Debtor's Counsel: David A. Mucklow, Esq.
                  4882 Mayfair Road
                  North Canton, OH 44720
                  Tel: (330) 896-8190
                  Fax: (330)896-8201
                  E-mail: davidamucklow@yahoo.com

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

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

According to the schedules, the Debtor says that assets total
$6,283,560 while debts total $7,679,578.

A copy of the Debtor's list of 20 largest unsecured
creditors filed together with the petition is available for
free at http://bankrupt.com/misc/ohnb10-53062.pdf

The petition was signed by the Debtor.


RUMSEY LAND: Court Extends Plan Outline Filing Until July 29
------------------------------------------------------------
The Hon. Howard R. Tallman of the U.S. Bankruptcy Court for the
District of Colorado extended Rumsey Land Co., LLC's exclusive
period to file its Disclosure Statement until July 29, 2010.

The Debtors have already filed a proposed Chapter 11 Plan of
Reorganization.  The Debtors will begin soliciting votes on the
Plan following approval of the adequacy of the information in the
explanatory Disclosure Statement.

Denver, Colorado-based Rumsey Land Co., LLC, filed for Chapter 11
bankruptcy protection on January 15, 2010 (Bankr. D. Colo. Case
No. 10-10691).  Aaron A. Garber, Esq., who has an office in
Denver, Colorado, 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.


SAINT VINCENTS: Stonehenge Buys Sixth Avenue Bldg. for $67.3MM
--------------------------------------------------------------
Rachel Feintzeig at Dow Jones Daily Bankruptcy Review reports that
an auction for the Greenwich Village staff house of St. Vincent's
Hospital drove the purchase price for the Sixth Avenue building to
$67.3 million.  Dow Jones reports that an entity affiliated with
New York real-estate company Stonehenge Partners Inc. emerged as
winner in the bidding for the building, which has housed the now-
defunct hospital's medical residents for years.

A hearing to consider approval of the sale is set for Thursday.

Dow Jones says real-estate investment firm Taconic Investment
Partners was slated to kick off bidding for the building with an
offer of $48 million and was promised a break-up fee of $870,000
if it didn't emerge as the winning bidder.

Dow Jones notes the winning bidder is a unit of Stonehenge Fund
III Limited Partnership, an investment vehicle focused on
investing equity in commercial, residential and retail real estate
in Manhattan, according to court papers.  The fund's major
institutional investors are Caisse de Depot et Placement du Quebec
and the Public Sector Pension Investment Board, both of Canada.
Its general partner is controlled by Stonehenge's managing
members, Ofer Yardeni and Joel Seiden.

According to the report, St. Vincent's said it intends to close
the sale of the staff house by July 15, pending Court approval of
the deal.

           About Saint Vincent Catholic Medical Centers

Saint Vincent Catholic Medical Centers -- http://www.svcmc.org/--
is anchored by St. Vincent's Hospital Manhattan, an academic
medical center located in Greenwich Village and the only emergency
room on the Westside of Manhattan from Midtown to Tribeca, St.
Vincent's Westchester, a behavioral health hospital in Westchester
County, and continuing care services that include two skilled
nursing facilities in Brooklyn, another on Staten Island, a
hospice, and a home health agency serving the Metropolitan New
York area.  Its behavioral health services also provide supportive
housing programs for people with mental illness throughout the
Metropolitan area.  Saint Vincent's is the designated provider for
the New York and New Jersey region of the US Family Health Plan
sponsored by the US Department of Defense.  Saint Vincent's serves
as the academic medical center of New York Medical College in New
York City. The healthcare organization is sponsored by the Roman
Catholic Bishop of Brooklyn and the president of the Sisters of
Charity of New York.

Saint Vincent Catholic Medical Centers of New York and six of its
affiliates filed for Chapter 11 protection on July 5, 2005 (Bankr.
S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary Ravert, Esq.,
and Stephen B. Selbst, Esq., at McDermott Will & Emery, LLP, filed
the Debtors' Chapter 11 cases.  On September 12, 2005, John J.
Rapisardi, Esq., at Weil, Gotshal & Manges LLP took over
representing the Debtors in their restructuring efforts.  Martin
G. Bunin, Esq., at Thelen Reid & Priest LLP, represented the
Official Committee of Unsecured Creditors.  As of April 30, 2005,
the Debtors listed $972 million in total assets and $1 billion in
total debts.  The Court confirmed the Debtors' Chapter 11 plan on
July 27, 2007.

St. Vincent Catholic Medical Centers and its affiliates returned
to the bankruptcy court by filing another Chapter 11 petition on
April 14, 2010 (Bankr. S.D.N.Y. Case No. 10-11963).  The new
petition listed assets of $348 million against debt totaling
$1.09 billion.  Adam C. Rogoff, Esq., and Kenneth H. Eckstein,
Esq., at Kramer Levin Naftalis & Frankel LLP, assist the Debtors
in their restructuring efforts.  The Debtors' special counsel is
Garfunkel Wild, P.C., while their Crisis Management Team is led by
Grant Thornton LLP.  The Debtors' Chief Restructuring Officer is
Mark E. Toney.


SINCLAIR BROADCAST: CFO Amy Unloads 30,000 Shares
-------------------------------------------------
David B. Amy, Sinclair Broadcast Group, Inc.'s executive vice
president and chief financial officer, sold 30,000 shares of the
Company's class A common stock in separate transactions on June 25
and 28, 2010.  The range of prices for the sale was $6.81 to
$6.84.

Mr. Amy is left with 47,013 shares.  He may be deemed to
beneficially owns (i) 36,400 shares of Class A Common Stock, (ii)
72,610 shares of Class A Common Stock issued as Restricted Stock,
and (iii) 6,419.071096 shares of common stock held in a 401k Plan.

                     About Sinclair Broadcast

Based in Baltimore, Maryland, Sinclair Broadcast Group, Inc.
(Nasdaq: SBGI) -- http://www.sbgi.net/-- one of the largest and
most diversified television broadcasting companies, currently owns
and operates, programs or provides sales services to 58 television
stations in 35 markets.  The Company's television group reaches
roughly 22% of U.S. television households and includes FOX,
ABC, CBS, NBC, MNT, and CW affiliates.

At March 31, 2010, the Company had total assets of $1,576,554,000
against total liabilities of $1,764,321,000 and non-controlling
interests of $9,202,000, resulting in total deficit of
$187,767,000.

                           *     *     *

According to the Troubled Company Reporter on May 28, 2010.
Standard & Poor's Ratings Services placed its 'B' corporate credit
rating for Hunt Valley, Md.-based TV broadcaster Sinclair
Broadcast Group Inc., as well as all related issue-level ratings
on the company's debt, on CreditWatch with positive implications.


SINCLAIR BROADCAST: Files 2009 Annual Report for 401(k) Plan
------------------------------------------------------------
Sinclair Broadcast Group, Inc., filed with the Securities and
Exchange Commission an annual report on Form 11-K for the Sinclair
Broadcast Group, Inc. 401(k) Retirement Savings Plan for the
fiscal year ended December 31, 2009.  At December 31, 2009, net
assets available for benefits total $76,997,489.  Net investment
income for year 2009 was $17,557,502.

A full-text copy of the Form 11-K is available at no charge
at http://ResearchArchives.com/t/s?659e

                     About Sinclair Broadcast

Based in Baltimore, Maryland, Sinclair Broadcast Group, Inc.
(Nasdaq: SBGI) -- http://www.sbgi.net/-- one of the largest and
most diversified television broadcasting companies, currently owns
and operates, programs or provides sales services to 58 television
stations in 35 markets.  The Company's television group reaches
roughly 22% of U.S. television households and includes FOX,
ABC, CBS, NBC, MNT, and CW affiliates.

At March 31, 2010, the Company had total assets of $1,576,554,000
against total liabilities of $1,764,321,000 and non-controlling
interests of $9,202,000, resulting in total deficit of
$187,767,000.

                           *     *     *

According to the Troubled Company Reporter on May 28, 2010.
Standard & Poor's Ratings Services placed its 'B' corporate credit
rating for Hunt Valley, Md.-based TV broadcaster Sinclair
Broadcast Group Inc., as well as all related issue-level ratings
on the company's debt, on CreditWatch with positive implications.


SMURFIT-STONE: Completes Financial Restructuring
------------------------------------------------
Smurfit-Stone Container Corporation has successfully completed its
financial restructuring and has officially emerged from Chapter 11
as a newly reorganized, publicly traded company that will begin
trading on the New York Stock Exchange under the symbol SSCC
effective July 1, 2010.

The company's Plan of Reorganization, which was confirmed by the
U.S. Bankruptcy Court on June 21, 2010, and recognized by a
Canadian court order, has become effective.  All outstanding
closing conditions have been satisfied or waived.

"This is an exciting day for Smurfit-Stone. We have successfully
completed our financial restructuring in just 17 months and we
exit Chapter 11 as a well-positioned industry leader with a
healthier balance sheet and improved cost structure," said Patrick
J. Moore, chief executive officer.  "We are re-energized,
committed to serving the needs of our customers and achieving
long-term profitable growth for our shareholders."

Continued Moore, "I appreciate the hard work and dedication of our
employees who worked tirelessly during the reorganization process
and remained focused on providing outstanding value to our
customers."

In conjunction with the company's completion of its financial
restructuring, the company announced a new board of directors,
including Ralph F. Hake, who has been appointed non-executive
chairman of the Smurfit-Stone board of directors. Hake is the
former chairman and CEO of Maytag Corporation. Additional board
members include:

Timothy J. Bernlohr, former president and CEO of RBX Industries,
Inc.

Terrell K. Crews, former EVP and chief financial officer of
Monsanto

Eugene I. Davis, chairman, CEO and chief restructuring officer for
Pirinate Consulting Group, LLC

Michael E. Ducey, former president and CEO of Compass Minerals
International, Inc.

Jonathan F. Foster, managing director, Current Capital LLC

Ernst A. Haberli, former president, commercial operations,
international, Gillette Company

Arthur W. Huge, former president and CEO of Menasha Corporation

Steven J. Klinger, president and COO, Smurfit-Stone

Patrick J. Moore, CEO, Smurfit-Stone

James J. O'Connor, former chairman and CEO of Unicom Corporation
and the former Smurfit-Stone lead independent director

As previously announced, in accordance with the terms of the Plan,
Smurfit-Stone's previous common stock and preferred stock have
been cancelled. However, the Plan provides that 2.25 percent of
the New Smurfit-Stone Common Stock Pool will be distributed pro
rata to the company's previous preferred stockholders and 2.25
percent of the New Smurfit-Stone Common Stock Pool will be
distributed pro rata to the company's previous common
stockholders.

Upon completion of all distributions to former creditors under the
Plan, the company will have approximately 100 million shares of
common stock issued and outstanding.

                      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)


SOFTLAYER TECHNOLOGIES: S&P Assigns 'B' Corporate Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating and stable rating outlook to privately-held Plano,
Texas-based hosting and managed service provider Softlayer
Technologies Inc.  At the same time, S&P assigned its 'B' issue
rating and '3' recovery rating to the company's $20 million
revolving credit facility due 2015, and a 'B' issue rating and '3'
recovery rating to its $190 million term loan B and $20 million
delayed draw term loan, both due in 2016.  Proceeds will be used,
along with approximately $190 million of new private common
equity, to fund GI Partners' purchase of a majority controlling
interest in Softlayer, as well as repay $74.6 million of existing
debt and for transaction costs.

"S&P's ratings reflect the highly competitive, fragmented nature
of the hosting and managed services sector, which is served in
great part by companies with more market diversity and larger
scale than Softlayer," said Standard & Poor's credit analyst
Catherine Cosentino.  In addition, the company customer base
consists, in part, of customers with limited operating histories
that are largely in the start-up phase of operations.  These
factors challenge the company's longer-term ability to sustain the
double-digit growth levels it has experienced over the past few
years, including revenue growth of 60% for 2009.

Softlayer leases physical space and purchases bandwidth and power
in data centers throughout the U.S. It also buys servers and
networking gear to provide customers tailored on-demand hosting
services as an alternative to their managing their own IT
infrastructure.  Its main differentiator has been its proprietary
technology platform, which provides customers a high degree of
service customization.

Current favorable demand characteristics are driven by increasing
internet traffic and on-line commerce and applications, which
provide good growth for all the competitors serving these market
segments, including co-location providers, telecommunications
carriers, and large scale system integrators.  In fact, profit
measures for companies in this space are fairly healthy, and
Softlayer itself has an EBITDA margin of around the mid 40% area.


SONICBLUE INC: Creditors Add MoFo to Malpractice Claims Suit
------------------------------------------------------------
SonicBlue Inc.'s tumultuous bankruptcy continues to stir up
trouble, giving rise to accusations that Morrison & Foerster LLP
has smothered misconduct claims against Pillsbury Winthrop Shaw
Pittman LLP because the firms co-own the insurer on the hook for a
bankruptcy-related $10 million malpractice settlement, according
to Bankruptcy Law360.

On Friday a group of SonicBlue claim holders brought MoFo into the
fracas in the U.S. District Court for the Northern District of
California, Law360 says.

SONICblue Inc. and its debtor-affiliates filed for chapter 11
bankruptcy on March 21, 2003, before the U.S. Bankruptcy Court for
the Northern District of California (Lead Case No. 03-51775).  The
Debtors employed Pillsbury Winthrop Shaw Pittman LLP formerly
Pillsbury Winthrop LLP as their bankruptcy counsel.  Houlihan
Lokey Howard & Zukin Capital served as their financial advisors.

Early into the case, the U.S. Trustee appointed an official
Creditors' committee in the case. On Oct. 4, 2007, the Bankruptcy
Court directed the U.S. Trustee to reconstitute the
Initial Creditors' Committee.

The Initial Creditors' Committee retained Levene, Neale, Bender,
Rankin & Brill LLP as bankruptcy counsel; and Alliant Partners, as
financial advisors.

On March 26, 2007, the Bankruptcy Court disqualified Pillsbury as
the Debtors' bankruptcy counsel and ordered the appointment of a
chapter 11 trustee for the Debtors.  On April 17, 2007, the Court
granted the U.S. Trustee's request to appoint Dennis J. Connolly,
Esq., as the Chapter 11 Trustee.

The U.S. Trustee appointed on October 23, 2007, a reconstituted
Creditors' Committee -- comprised of Korea Export Insurance
Corporation, Riverside Contracting LLC & Riverside Claims LLC,
Synnex K.K., TLI Holdings, Inc., Michelle Miller, and York Capital
Opportunity Fund.  York Capital Opportunity Fund was later
appointed Chair of the Reconstituted Creditors' Committee and
Synnex K.K. subsequently resigned as a member.

Grant T. Stein, Esq., at Alston & Bird LLP in Atlanta, Georgia;
and Cecily A. Dumas, Esq., at Friedman Dumas & Springwater LLP in
San Francisco, California, represent the Chapter 11 Trustee.
Grobstein Horwath serves as accountants to the Chapter 11 Trustee.
Aron M. Oliner, Esq., Mikel R. Bistrow, Esq., and Geoffrey A.
Heaton, Esq., at Duane Morris LLP, in San Francisco, represent the
Reconstituted Creditors' Committee.

The Troubled Company Reporter on October 27, 2008, reported the
Bankruptcy Court entered an order confirming SonicBlue's
liquidating plan.


STRATEGIC LABOR: Files for Chapter 11 Bankruptcy Protection
-----------------------------------------------------------
Kyle Alspach at Business Journal of Boston reports that Strategic
Labor Inc. filed for bankruptcy under Chapter 11, listing
liabilities of between $500,000 and $1 million, and assets of
between $100,000 and $500,000.

Strategic Labor Inc. operates a workforce scheduling software
firm.  The Company listed its largest creditors as New York-based
Pershing LLC, owed $280,956, and New Jersey-based Ledgewood
Properties Inc., owed $257,529.

Stephen Gordon of Gordon Law Firm LLP represents the Company in
its Chapter 11 effort.


TACO DEL MAR: Has Until September 20 to File a Chapter 11 Plan
--------------------------------------------------------------
The Hon. Thomas T. Glover of the U.S. Bankruptcy Court for the
Western District of Washington extended Taco Del Mar Franchising
Corp.'s exclusive periods to file and solicit acceptances for the
proposed Chapter 11 Plan until September 20, 2010, and
November 18, respectively.

The Official Committee of Secured Creditors is granted co-equal
rights with the Debtor for filing a Chapter 11 Plan until
September 20.

Founded in Seattle, Washington, in 1992 by brothers James and John
Schmidt, Taco Del Mar is a quick-service casual restaurant chain
inspired by southern Baja, Mexico, and coastal beach shacks known
for serving some of the tastiest burritos and tacos.  Today, Taco
Del Mar operates in more than 225 locations throughout the U.S.,
Canada and Guam.

Taco Del Mar Franchising Corp. filed for Chapter 11 bankruptcy
protection on January 22, 2010 (Bankr. W.D. Wash. Case No. 10-
10528).  Andrew J Liese, Esq., and George S. Treperinas, Esq., at
Karr Tuttle Campbell, 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.

The Company's affiliate, Conrad & Barry Investments Inc., filed a
separate Chapter 11 petition.


TENET HEALTHCARE: Names Ronald Rittenmeyer as New Director
----------------------------------------------------------
Tenet Healthcare Corporation said Ronald A. Rittenmeyer, former
chairman, president and chief executive officer of Electronic Data
Systems Corporation, has been named to its board of directors.

Mr. Rittenmeyer joins the board as an independent director. He
fills a vacancy created in May 2010 through the retirement of
former Tenet board member Don Williams.  Mr. Rittenmeyer will
serve on the audit and compensation committees.

Mr. Rittenmeyer, 63, served at EDS from 2005 to 2008.  He has also
held senior leadership positions across multiple industries,
including managing director of The Cypress Group, a private equity
firm; chairman, CEO and president of Safety-Kleen, Inc.; CEO and
president of AmeriServe Food Distribution; chairman, CEO and
president of RailTex, Inc.; president and COO of Ryder TRS, Inc.;
president and COO of Merisel; COO of Burlington Northern Railroad;
and a variety of senior management roles with PepsiCo's Frito Lay
and PepsiCo's Foods International Divisions.  In April 2010, the
Department of Treasury appointed Mr. Rittenmeyer to serve as an
independent director of American International Group, Inc.

"We're pleased to have Ron join our board. He brings a valuable
perspective on leadership and operations across a multitude of
industries and economic environments," said Tenet's non-executive
Chairman Edward A. Kangas.

"Ron's track record as a CEO is outstanding, and I look forward to
the many contributions he will make to Tenet and to our board,"
said Tenet's president and CEO Trevor Fetter.

                      About Tenet Healthcare

Dallas, Texas-based Tenet Healthcare Corporation (NYSE: THC) --
http://www.tenethealth.com/-- is a health care services company
whose subsidiaries and affiliates own and operate acute care
hospitals, ambulatory surgery centers and diagnostic imaging
centers.

                          *     *     *

Tenet Healthcare Corporation raised its Outlook for 2010 Adjusted
EBITDA by $50 million to a new range of $1.035 billion to
$1.100 billion.  The Company's prior Outlook range was
$985 million to $1.050 billion.  The corresponding revised Outlook
range for net income attributable to Tenet shareholders is
$135 million to $204 million and the revised Outlook range for
diluted earnings per share is $0.27 to $0.40 per share.

Moody's Investors Service upgraded the Corporate Family and
Probability of Default Ratings of Tenet Healthcare Corporation to
B2 from B3.  Moody's also upgraded the rating on Tenet's senior
secured revolver to Ba2 (LGD1, 3%) from Ba3 (LGD1, 3%), senior
secured notes to B1 (LGD3, 37%) from B2 (LGD3, 35%) and senior
unsecured notes to Caa1 (LGD5, 85%) from Caa2 (LGD5, 84%).  The
ratings outlook is stable.


TEXAS RANGERS: MLB Balks at Request for Information on Bids
-----------------------------------------------------------
American Bankruptcy Institute 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.

                       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.


THOMAS WILLIAMS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Thomas R. Williams
          dba Wilmar Properties, LTD
        6551 River Styx Road
        Medina, OH 44256

Bankruptcy Case No.: 10-53063

Chapter 11 Petition Date: June 27, 2010

Court: U.S. Bankruptcy Court
       Northern District of Ohio (Akron)

Judge: Marilyn Shea-Stonum

Debtor's Counsel: David A. Mucklow, Esq.
                  4882 Mayfair Road
                  North Canton, OH 44720
                  Tel: (330) 896-8190
                  Fax: (330)896-8201
                  E-mail: davidamucklow@yahoo.com

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

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

According to the schedules, the Debtor says that assets total
$6,176,348while debts total $7,181,767.

A copy of the Debtor's list of 20 largest unsecured
creditors filed together with the petition is available for
free at http://bankrupt.com/misc/ohnb10-53063.pdf

The petition was signed by the Debtor.


TRICO SHIPPING: Moody's Junks Rating on Senior Secured Notes
------------------------------------------------------------
Moody's Investors Service downgraded the senior secured note
rating for Trico Shipping AS from B3 (LGD2, 20%) to Caa2 (LGD3,
37%).  Simultaneously Moody's affirmed Shipping's Caa3 Corporate
Family Rating, Caa3 Probability of Default Rating and SGL-4
Speculative Grade Liquidity Rating.  The outlook is developing.

The downgrade of Shipping's note ratings reflects the lower
likelihood of Shipping's involvement in the current restructuring
plan and possible bankruptcy proceedings at Trico Marine Services,
Inc., Shipping's parent.  Previously Trico's debt was included in
Moody's Loss Given Default liability waterfall assuming that any
potential default/bankruptcy scenario at Trico would include
Shipping and its related entities.  Including this debt
essentially acted as a cushion for Shipping's senior secured debt.
The removal of Trico's debt from the LGD liability structure
resulted in the two notch downgrade of the Shipping's senior
secured notes.

Affirmation of the Caa3 CFR reflects the probability of Shipping
being excluded from a potential bankruptcy at Trico as well as
Shipping's weak credit metrics.  Shipping experienced softer than
expected results in the fourth quarter of 2009 and the first
quarter of 2010.  Although Shipping was seeing a rebound in its
business as the fundamentals improved, Moody's believes the
deepwater sector outlook where the majority of Shipping's business
is concentrated, has weakened in light of the Gulf of Mexico oil
spill and current deep water drilling moratorium.

On June 16, 2010, Trico announced that following the failure to
make coupon payments on May 15, 2010 and that Shipping's senior
secured notes holders have agreed to a standstill agreement for
the period of 12 months or upon Trico exiting bankruptcy
proceedings, whichever comes first.  The standstill agreement will
prevent the event of cross default on Shipping's senior secured
notes unless in the event of an accelerated payment notice by the
convertible debenture holders.

Meanwhile Trico has secured a new lender providing Trico with a
$25 million revolving credit facility (replacing the existing
facility) expandable to $50 million DIP financing in case of
entering bankruptcy proceedings.  Trico is currently in discussion
with its debenture holders with the likelihood of entering a pre-
packaged bankruptcy proceedings.

The SGL-4 rating reflects Shipping's weak liquidity standing for
the next twelve months.  Shipping is planning to raise as much as
$50 million of new capital which will provide Shipping with
approximately $30 million of additional liquidity following
financing cost and $11 million reduction in size of current
working capital revolving credit facility.  Shipping plans to
spend within cashflow or slightly over in the next twelve months,
barring further business deterioration.

The developing outlook considers management's success in obtaining
sufficient additional liquidity at both Trico and Shipping and the
outlook for the deepwater business sector and in particular
Shipping's business outlook.  The ratings could move further down,
could be affirmed at current levels, or could be upgraded.

The last rating action for Trico Shipping AS was on May 11, 2010,
when Moody's downgraded the ratings for Trico Shipping AS.

Trico Shipping is an indirectly owned subsidiary of Trico Marine
Services, Inc., which is headquartered in The Woodlands, TX, and
provides subsea services, subsea trenching and protection
services, and towing and supply vessels to oil and gas exploration
companies that operate in major producing regions around the
world.


TRIDENT RESOURCES: Emerges from Bankruptcy in Canada & U.S.
-----------------------------------------------------------
Trident Resources Corp., Trident Exploration Corp. and affiliates
disclosed a successful emergence from protection under the
Company's Creditors Arrangement Act in Canada and Chapter 11 of
the U.S. Bankruptcy Code.  Trident emerges poised to continue
growing its operated unconventional natural gas assets in North
America.

As a result of the restructuring, Trident has obtained a new
equity investment of approximately $247 million from a group of
pre-prepetition creditors including affiliates of Anchorage
Advisors LLC, Chilton Investment Company, LLC and Jennison
Associates LLC.  The Company has reduced its long term debt and
obligations from approximately US $1.9 billion as of September 8,
2009 case commencement to US $410 million at emergence.

"This is a very important day for our company, stakeholders,
employees and service companies," said Todd Dillabough, President,
CEO & COO.  "While we have grown both proven reserves and
production during this time, the Company's lower debt load will
enable it to better develop its greater than 10 year drilling
inventory on its existing land holdings.  Trident is well
positioned to continue growing its operated unconventional natural
gas assets in Western Canada that are among the lowest operating
cost and finding and development cost fields in the oil and gas
industry.

"I want to give special thanks to the employees and the service
companies who remained intensely focused on the day to day tasks
at hand, allowing the Company to grow during the restructuring
process," added Mr. Dillabough.

                    About Trident Resources

Calgary, Alberta-based Trident Resources Corp. operates a natural
gas exploration and development company.  The Company and its
affiliates filed for Chapter 11 on September 8, 2009 (Bankr. D.
Del. Case Nos. 09-13150 to 09-13154).  Trident Exploration Corp.
and certain of TEC's Canadian subsidiaries filed an application
with the Court of Queen's Bench of Alberta, Judicial District of
Calgary, under the Companies' Creditors Arrangement Act (Canada).

Trident on December 3, 2009, obtained an extension from the
Canadian Court of the "stay period" in its Canadian proceedings
until January 15, 2010, to allow the Debtors to focus on their
restructuring efforts.

In their petition, the Debtors listed $10,000,001 to $50,000,000
in assets and $500,000,001 to $1,000,000,000 in debts.  As of
October 31, 2009, the Debtors had $374,484,559 in total assets
against $612,233,705 in total liabilities.


URS CORPORATION: Scott Wilson Deal Won't Move Moody's 'Ba1' Rating
------------------------------------------------------------------
Moody's Investors Service commented that there is no change to URS
Corporation's ratings (Ba1 Corporate Family, Ba1 Probability of
Default, Baa3 senior secured and SGL-1 speculative grade
liquidity) or stable outlook related to its potential acquisition
of Scott Wilson Group Plc., a UK-based integrated design and
infrastructure consultancy.

Moody's last rating action on URS Corporation was on December 15,
2009 at which time its Corporate Family Rating was upgraded to Ba1
with a stable outlook.

URS Corporation, headquartered in San Francisco, California, is a
leading engineering and construction firm and a major federal
government contractor that provides a range of professional
planning, design, engineering, construction, operations and
maintenance, and decommissioning and closure services.
Consolidated revenues for the trailing twelve months to April 2,
2010 were approximately $8.9 billion.


VANGUARD HEALTH: Moody's Affirms 'B2' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Vanguard Health
Holding Company II, including the B2 Corporate Family and
Probability of Default ratings, following the announcement that
the company would be offering $225 million of senior unsecured
notes due 2018.  The outlook for the ratings is stable.

Moody's understands that the proceeds of the notes will be used to
pre-fund a portion of the planned acquisition of Detroit Medical
Center (Ba3 long-term bond rating).  The acquisition remains
subject to regulatory review, which is expected to take
approximately 75 to 90 days.  The regulatory process, which
includes state Attorney General, Department of Health and CON
approval, was initiated on June 10, 2010.

Based on Vanguard's current operations, Moody's estimates that the
incremental debt will raise leverage to approximately 6.3 times.
The affirmation of Vanguard's B2 CFR incorporates Moody's view
that the company can effectively operate with this higher leverage
until the DMC transaction is completed and potentially over the
longer term if the deal is not completed for any reason.  However,
Moody's expect that Vanguard will be able to complete the
transaction and benefit from the acquired cash flow and EBITDA.
Moody's estimates that pro forma for the acquisition of DMC,
adjusted debt to LTM EBITDA at March 31, 2010 would have been in
the range of 5.2 times.  It should be noted that Moody's
calculation of adjusted leverage includes Moody's standard
adjustment to capitalize operating leases as well as the estimated
amount of DMC's pension liability.

Vanguard's B2 Corporate Family Rating reflects the considerable
financial leverage of the company and the risks involved in
completing a transformational acquisition that entails entering a
new and challenging market and will require a substantial
investment in future periods.  Additionally, while the DMC
transaction will provide additional scale and decrease reliance on
the San Antonio and Phoenix markets, geographic concentration in
the Detroit market, in terms of total revenue contribution, will
be even higher than the company's previous concentrations.  The
rating also reflects the expectation that the company will still
maintain good liquidity over the near term, characterized by a
continuation of the stable cash flow generation that has allowed
for a portion of the DMC transaction to be funded out of available
cash.

These ratings were affirmed/LGD assessments revised:

* $260 million senior secured revolving credit facility due 2015,
  to Ba2 (LGD2, 17%) from Ba2 (LGD2, 20%)

* $815 million senior secured term loan due 2016, to Ba2 (LGD2,
  17%) from Ba2 (LGD2, 20%)

* $1,175 million (including the $225 million add on) senior
  unsecured notes due 2018, B3 (LGD5, 76%)

* Speculative Grade Liquidity Rating, SGL-2

* Corporate Family Rating, B2

* Probability of Default Rating, B2

Moody's last rating action was on January 20, 2010, when Moody's
assigned ratings to the company's recapitalized debt structure,
including the current credit facility and unsecured bonds and also
assigned a Speculative Grade Liquidity Rating of SGL-2.

Headquartered in Nashville, Tennessee, Vanguard owns and operates
acute care hospitals and complementary outpatient facilities
principally located in urban and suburban markets.  As of
March 31, 2010, Vanguard operated 15 acute care hospitals in four
states.  For the twelve months ended March 31, 2010, the company
generated approximately $3.4 billion in net revenue.


VERNON MAXWELL: Case Summary & 13 Largest Unsecured Creditors
-------------------------------------------------------------
Joint Debtors: Vernon Leroy Maxwell
               Marie Latanya
               3759 Center Avenue
               Norco, CA 9286

Bankruptcy Case No.: 10-29886

Chapter 11 Petition Date: June 28, 2010

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

Judge: Deborah J. Saltzman

Debtor's Counsel: Thomas P. Giordano, Esq.
                  500 State College Boulevard, Suite 530
                  Orange, CA 92868
                  Tel: (714) 912-7810
                  Fax: (714) 912-7860
                  E-mail: tohmahso@aol.com

Estimated Assets: $0 to $50,000

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

A copy of the Debtors' list of 13 largest unsecured
creditors filed together with the petition is available for
free at http://bankrupt.com/misc/cacb10-29886.pdf

The petition was signed by the Joint Debtors.


WALLACE THEATER: S&P Gives Negative Outlook; Affirms 'B-' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Portland, Ore.-based Wallace Theater Holdings Inc. to negative
from stable.  Ratings on the company, including the 'B-' corporate
credit rating, were affirmed.  S&P rates Wallace on a consolidated
basis with subsidiary Hollywood Theaters Inc.

"S&P is concerned about Wallace's narrowing liquidity in light of
the recent softness in the U.S. box office and tough comparisons
against 2009, especially in the summer and upcoming winter holiday
seasons," noted Standard & Poor's credit analyst Jeanne Shoesmith.

S&P's 'B-' rating reflects Wallace's high leverage, concentrated
cash flow, thin EBITDA coverage of interest, minimal discretionary
cash flow, and limited liquidity.  Other factors affecting the
rating include the mature and highly competitive nature of the
industry and its exposure to the fluctuating popularity of movies.
The rating also reflects S&P's concern that proliferation of
competing entertainment alternatives and shorter periods in
theatrical release prior to home video and video-on-demand release
could pressure U.S. movie exhibitors' attendance.

Wallace operates in small-to-midsize markets, primarily in 15
states in the South Central, Midwestern, and Western U.S.  It has
upgraded its theater circuit over the past several years by
closing poorly performing theaters and opening several new ones.
Wallace's venues are relatively modern, and a large proportion of
its screens have stadium seating.  The proportion of its theaters
with unfettered access to all films in release compares favorably
with leading movie exhibitors'.  The company's EBITDA margin, at
around 15%, is toward the middle of its peer group.  The limited
appeal to competitors of Wallace's markets and the industry's
currently low level of new-theater development provide a modest
degree of protection.

In the first quarter of 2010, the company's revenue increased 16%
from the prior year.  However, EBITDA declined 7.5% because of a
19% increase in theater operating expenses as a result of opening
three new theaters in the past year.  S&P expects comparisons to
the record-breaking box office performance of 2009 to become more
difficult and likely turn negative, potentially leading to lower
revenue and EBITDA.  Lease-adjusted leverage was very high, at
roughly 8.1x as of March 31, 2010, up from 6.9x a year earlier as
a result of declines in EBITDA and higher debt balances.  EBITDA
coverage of interest was very thin at 1.1x for the 12 months ended
March 31, 2010.  Discretionary cash flow was slightly positive for
the 12 months ended March 31, 2010, with interest expense
consuming the majority of the company's cash flow.  S&P expects
capital spending to moderate.  Even so, discretionary cash flow
could swing negative in 2010 if box-office revenues decline.


WEEMS RESORTS: Case Summary & 7 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Weems Resorts, LLC
          dba Chattanooga South KOA Campgrounds
        P.O. Box 1156
        Ringgold, GA 30736

Bankruptcy Case No.: 10-13657

Chapter 11 Petition Date: June 28, 2010

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

Judge: Shelley D. Rucker

Debtor's Counsel: Brent James, Esq.
                  Harriss Hartmann Law Firm PC
                  P.O. Drawer 220
                  Rossville, GA 30741
                  Tel: (706) 861-0203
                  Fax: (706) 861-6838
                  E-mail: bkcourts@harrisshartman.com

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

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

According to the schedules, the Debtor says that assets total
$4,946,800 while debts total $1,506,004.

A copy of the Debtor's list of 7 largest unsecured
creditors filed together with the petition is available for
free at http://bankrupt.com/misc/tneb10-13657.pdf

The petition was signed by Danny O. Weems, owner/member/manager.


XERIUM TECHNOLOGIES: Posts $30.2 Million Net Loss in Q1 2010
------------------------------------------------------------
Xerium Technologies, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $30.2 million on $135.0 million of
revenue for the three months ended March 31, 2010, compared with a
net loss of $9.4 million on $116.5 million of revenue for the same
period of 2009.

The Company's balance sheet at March 31, 2010, showed
$658.5 million in assets and $807.0 million in liabilities, for a
stockholders' deficit of $148.5 million.

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

               http://researcharchives.com/t/s?6595

                    About Xerium Technologies

Based in Raleigh, North Carolina, Xerium Technologies, Inc. (NYSE:
XRM) - http://www.xerium.com/- is a leading global manufacturer
and supplier of two types of consumable products used primarily in
the production of paper: clothing and roll covers. The Company,
which operates around the world under a variety of brand names,
utilizes a broad portfolio of patented and proprietary
technologies to provide customers with tailored solutions and
products integral to production, all designed to optimize
performance and reduce operational costs.  With 32 manufacturing
facilities in 13 countries around the world, Xerium has
approximately 3,300 employees.

Xerium Technologies and certain subsidiaries filed for Chapter 11
on March 30, 2010 (Bankr. D. Del. Lead Case No. 10-11031).  Judge
Kevin J. Carey presides over the cases.  John J. Rapisardi, Esq.;
George A. Davis, Esq.; and Sharon J. Richardson, Esq., at
Cadwalader, Wickersham & Taft LLP; and Mark D. Collins, Esq., at
Richards, Layton & Finger, P.A., serve as bankruptcy counsel.
Brian Fox, Michelle Campbell, and Michael Hartley at AlixPartners,
LLC, serve as the Debtors' restructuring advisors.  Stephen Ledoux
and Daniel Gilligan at Rothschild Inc. serve as the Debtors'
investment bankers.  Garden City Group Inc. is the Debtors' claims
agent.  Xerium Technologies disclosed total assets of $693,511,000
and total debts of $813,168,000 in its petition.

Judge Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware confirmed the Prepackaged Chapter 11 Plan of
Reorganization filed by Xerium Technologies, Inc., and its debtor
affiliates on May 12, 2010, after determining that the Plan
satisfies the requirements of Section 1129(a) of the Bankruptcy
Code.  On May 25, 2010, the Plan became effective and the Company
and the debtor subsidiaries emerged from Chapter 11.


XERIUM TECHNOLOGIES: To Close Stowe Woodward Plant in Ontario
-------------------------------------------------------------
Xerium Technologies, Inc., announced Monday that it will implement
a reorganization and consolidation that will result in the closing
of its Stowe Woodward, North Bay, Ontario facility.  It is
expected that production will cease at this location by August 20,
2010.

"The paper industry has been contracting in North America over the
last several years.  Many paper machines have been permanently
shut down across North America" said Dave Pretty, President,
Xerium North America and Europe, PMC.  "The demand for our
products has been significantly affected by these events.  As a
result, we are adjusting the way we do business and consolidating
our roll cover operations in North America.  By taking this action
we can strengthen our focus on our customers' needs and continue
to offer them the newest roll covering, bowed roll and mechanical
service technology in the industry."

Stowe Woodward says it will maintain its leadership position in
the North American paper industry with state of the art facilities
strategically located in Kelso, Washington, Neenah, Wisconsin,
Middletown, Virginia, Charlotte, North Carolina, Griffin, Georgia,
Ruston, Louisiana, Concord, New Hampshire and Queretaro, Mexico.

                    About Xerium Technologies

Based in Raleigh, North Carolina, Xerium Technologies, Inc. (NYSE:
XRM) -- http://www.xerium.com/-- is a leading global manufacturer
and supplier of two types of consumable products used primarily in
the production of paper: clothing and roll covers. The Company,
which operates around the world under a variety of brand names,
utilizes a broad portfolio of patented and proprietary
technologies to provide customers with tailored solutions and
products integral to production, all designed to optimize
performance and reduce operational costs.  With 32 manufacturing
facilities in 13 countries around the world, Xerium has
approximately 3,300 employees.

Xerium Technologies and certain subsidiaries filed for Chapter 11
on March 30, 2010 (Bankr. D. Del. Lead Case No. 10-11031).  Judge
Kevin J. Carey presides over the cases.  John J. Rapisardi, Esq.;
George A. Davis, Esq.; and Sharon J. Richardson, Esq., at
Cadwalader, Wickersham & Taft LLP; and Mark D. Collins, Esq., at
Richards, Layton & Finger, P.A., serve as bankruptcy counsel.
Brian Fox, Michelle Campbell, and Michael Hartley at AlixPartners,
LLC, serve as the Debtors' restructuring advisors.  Stephen Ledoux
and Daniel Gilligan at Rothschild Inc. serve as the Debtors'
investment bankers.  Garden City Group Inc. is the Debtors' claims
agent.  Xerium Technologies disclosed total assets of $693,511,000
and total debts of $813,168,000 in its petition.

Judge Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware confirmed the Prepackaged Chapter 11 Plan of
Reorganization filed by Xerium Technologies, Inc., and its debtor
affiliates on May 12, 2010, after determining that the Plan
satisfies the requirements of Section 1129(a) of the Bankruptcy
Code.  On May 25, 2010, the Plan became effective and the Company
and the debtor subsidiaries emerged from Chapter 11.

                          *     *     *

The Company's balance sheet at March 31, 2010, showed
$658.5 million in assets and $807.0 million in liabilities, for a
stockholders' deficit of $148.5 million.


YRC WORLDWIDE: Reaches Acquisition Deal With Austin Ventures
------------------------------------------------------------
YRC Worldwide Inc. has entered into a definitive agreement to sell
a portion of its YRC Logistics business to Austin Ventures, a
strategic private equity investor.  This logistics business will
operate as a private company owned by Austin Ventures.  The
sale will form the basis for a new company specializing in
international freight forwarding, customs brokerage,
transportation management, truckload services, and dedicated
warehouse and fulfillment services in North America, Latin
America, Europe and Asia.

"This transaction enables YRC Worldwide to focus on our core
transportation capabilities while continuing to offer full global
logistics solutions for our customers through a strong business
relationship with the new company," says Bill Zollars, chairman,
president and CEO, YRC Worldwide.  "There will be no change in the
way a customer's business is handled, and they will benefit from
advancements in the delivery of comprehensive supply chain
solutions by both companies. In addition, the incremental
liquidity from the transaction will support YRC Worldwide business
growth."

YRC Worldwide will retain all of its China-based operations and
the strategic partnership with Austin Ventures gives customers of
the new logistics company ongoing access to these capabilities.

"We are very pleased to partner with the management team of YRC
Logistics.  We see opportunities to invest in the company and
position it for growth through expanded offerings and the
continued expansion of its global network," says David Lack,
partner, Austin Ventures.  "This investment builds on Austin
Ventures' commitment to work alongside talented executive teams in
leading, high-growth supply chain services companies."

"The current YRC Logistics management team remains in place and
customers will experience the same expertise and accountability,"
adds John Carr, president-YRC Logistics.  "The substantial equity
infusion from Austin Ventures positions us to pursue new business
development as well as growth through acquisition."

The agreement between YRC Worldwide and Austin Ventures is for an
acquisition price of $37 million, and incremental value will be
realized by both parties through a comprehensive commercial
services agreement.  The transition to new ownership is expected
to be complete within the next 30-45 days.

                        About YRC Worldwide

Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ:
YRCW) -- http://www.yrcw.com/-- is a holding company that through
wholly owned operating subsidiaries offers its customers a wide
range of transportation services.  These services include global,
national and regional transportation as well as logistics.

The Company's balance sheet as of March 31, 2010, showed
$2.919 billion in assets and $3.024 billion of liabilities, for a
stockholders' deficit of $104.9 million.

                          *     *     *

As reported in the Troubled Company Reporter on March 18, 2010,
KPMG LLP, in Kansas City, Missouri, expressed substantial doubt
about YRC Worldwide's ability to continue as a going concern in
its report on the Company's consolidated financial statements as
of and for the year ended December 31, 2009.  The independent
auditors noted that the Company has experienced significant
declines in operations, cash flows, and liquidity.


* Legislator Wants Guns Exempted From Creditors' Claims
-------------------------------------------------------
Patrick Fitzgerald at Dow Jones Daily Bankruptcy Review reports
that Rep. John Boccieri (D., Ohio) is pushing legislation, dubbed
The Protecting Gun Owners in Bankruptcy Act of 2010, which would
exempt firearms from the claims of creditors.

"Specifically, the measure would permit firearms held primarily
for the personal, family or household use of the debtor to be
exempt from the claims of creditors under federal exemption law,"
Mr. Boccieri wrote in an April letter to colleagues, according to
Dow Jones.


* Levene, Neale, Bender, Rankin & Brill Elects New Partner
----------------------------------------------------------
Levene, Neale, Bender, Rankin & Brill L.L.P., the Los Angeles-
based bankruptcy, insolvency and business reorganization
specialist, has elected Timothy J. Yoo a name partner and
announced that the firm has changed its name to Levene, Neale,
Bender, Yoo and Brill L.L.P., effective immediately
(http://www.lnbyb.com/).

Yoo, who focuses primarily on commercial litigation and bankruptcy
issues and is widely known for creative and efficient resolutions
to complex issues, joined the firm in late 2009, following its
merger with Robinson, Diamant & Wolkowitz, a bankruptcy boutique
in Century City where he was a shareholder.

Levene, Neale, Bender, Yoo & Brill was founded in July 1995, and
has since forged a strong reputation for resolving complex
bankruptcy cases for a diversity of prominent companies.  It is
based in Century City and also has offices in downtown Los
Angeles.

"Tim Yoo's comprehensive experience and knowledge of complex
bankruptcy matters are recognized throughout the region.  Having
his name part of our identity reflects our excitement with the
added dimension and capacity that Tim has brought to the firm,"
said David L. Neale and Ron Bender, co-managing partners and
founders of the firm.

Yoo has been practicing bankruptcy law since 1991, following his
graduation from Loyola Law School. His wide range of cases since
then has involved such companies as Winston Tires, Daewoo Motors,
Small World Toys, Aoki Pacific Corp., Chorus Line Corp. and
California Fashions.  He also frequently writes for the Korea
Times and California Continuing Education of the Bar.

Levene, Neale, Bender, Yoo & Brill is at the forefront of the
rescue and rehabilitation of companies in fiscal distress, and has
represented debtors, creditors' and equity holders' committees,
trustees, purchasers, principals and secured and unsecured
creditors in bankruptcy cases and out-of-court workouts.

The firm, now celebrating its 15th anniversary, was originally
founded by David W. Levene, David L. Neale and Ron Bender.  Martin
J. Brill became a name partner in 2000.

LNBYB represents clients in such industries as entertainment,
healthcare, energy, food and beverage, manufacturing and
distribution, real estate, retail, service, technology and
communications.

For details, please contact:

   Bernie Roswig
   BJR Public Relations
   Tel: 310-836-4381
   E-mail: http://Bernie@bjrpr.com/


* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------
Recent Chapter 11 cases filed with assets and liabilities below
$1,000,000:

In Re Mexican Restaurant LLC
   Bankr. N.D. Ala. Case No. 10-03656
      Chapter 11 Petition Filed June 17, 2010
         See http://bankrupt.com/misc/alnb10-03656p.pdf
         See http://bankrupt.com/misc/alnb10-03656c.pdf

In Re The Lora Dean Gaddy Broberg Trust
   Bankr. W.D. Ark. Case No. 10-73142
      Chapter 11 Petition Filed June 17, 2010
         See http://bankrupt.com/misc/arwb10-73142.pdf

In Re Lizola Group LLC
   Bankr. C.D. Calif. Case No. 10-28695
      Chapter 11 Petition Filed June 17, 2010
         See http://bankrupt.com/misc/cacb10-28695.pdf

In Re Today Not Tomorrow Investments, Inc.
        aw Today Not Tomorrow Inc
   Bankr. C.D. Calif. Case No. 10-28733
      Chapter 11 Petition Filed June 17, 2010
         See http://bankrupt.com/misc/cacb10-28733.pdf

In Re Chester Marketing,Inc.
   Bankr. S.D. Calif. Case No. 10-10528
      Chapter 11 Petition Filed June 17, 2010
         See http://bankrupt.com/misc/casb10-10528.pdf

In Re A M E Investments, Inc.
   Bankr. N.D. Fla. Case No. 10-10325
      Chapter 11 Petition Filed June 17, 2010
         See http://bankrupt.com/misc/flnb10-10325.pdf

In Re Om Namah Laxmi, LLC
   Bankr. D. Idaho Case No. 10-01903
      Chapter 11 Petition Filed June 17, 2010
         See http://bankrupt.com/misc/idb10-01903.pdf

In Re Gateway Panel, Inc.
   Bankr. E.D. Mo. Case No. 10-46816
      Chapter 11 Petition Filed June 17, 2010
         See http://bankrupt.com/misc/moeb10-46816.pdf

In Re Hayden Picco, LLC
   Bankr. D. Nev. Case No. 10-21328
      Chapter 11 Petition Filed June 17, 2010
         See http://bankrupt.com/misc/nvb10-21328.pdf

In Re Columbia Organic Holdings LLC
   Bankr. S.D. N.Y. Case No. 10-13215
      Chapter 11 Petition Filed June 17, 2010
         See http://bankrupt.com/misc/nysb10-13215.pdf

In Re DES-R Properties 2, LLC
        fka DES-R Properties, L.L.C.
   Bankr. M.D. N.C. Case No. 10-11105
      Chapter 11 Petition Filed June 17, 2010
         See http://bankrupt.com/misc/ncmb10-11105.pdf

In Re Cafe Associates, LTD
        dba Waterfront Cafe
        fdba Cafe Europa
   Bankr. D. S.C. Case No. 10-04313
      Chapter 11 Petition Filed June 17, 2010
         See http://bankrupt.com/misc/scb10-04313.pdf

In Re Rossville Convenience and Gas, Inc.
   Bankr. E.D. Tenn. Case No. 10-13464
      Chapter 11 Petition Filed June 17, 2010
         See http://bankrupt.com/misc/tneb10-13464p.pdf
         See http://bankrupt.com/misc/tneb10-13464c.pdf

In Re Kathleen Ann Mahn
   Bankr. E.D. Wis. Case No. 10-30108
      Chapter 11 Petition Filed June 17, 2010
         Filed As Pro Se

In Re Arthur Crespin Perez
        dba APA Transportation
      Alma America Perez
   Bankr. C.D. Calif. Case No. 10-28922
      Chapter 11 Petition Filed June 18, 2010
         Filed As Pro Se

In Re C-Shore International, Inc.
   Bankr. E.D. Calif. Case No. 10-16860
      Chapter 11 Petition Filed June 18, 2010
         See http://bankrupt.com/misc/caeb10-16860p.pdf
         See http://bankrupt.com/misc/caeb10-16860c.pdf

In Re Justin L. Salerno
      Cynthia Salerno
   Bankr. E.D. Calif. Case No. 10-36135
      Chapter 11 Petition Filed June 18, 2010
         See http://bankrupt.com/misc/caeb10-36135.pdf

In Re Eliot Circle Apartments, LLC
   Bankr. D. Colo. Case No. 10-25188
      Chapter 11 Petition Filed June 18, 2010
         Filed As Pro Se

In Re The Peachtree Buffet, Inc., a Missouri Corporation
   Bankr. W.D. Mo. Case No. 10-43148
      Chapter 11 Petition Filed June 18, 2010
         See http://bankrupt.com/misc/mowb10-43148.pdf

In Re Tiffany Properties, LLC
   Bankr. W.D. Mo. Case No. 10-21323
      Chapter 11 Petition Filed June 18, 2010
         See http://bankrupt.com/misc/mowb10-21323.pdf

In Re Elite Home Care, Inc.
   Bankr. W.D. Pa. Case No. 10-24421
      Chapter 11 Petition Filed June 18, 2010
         See http://bankrupt.com/misc/pawb10-24421.pdf

In Re Johnisee & Sons, Inc.
        dba AAMCO Transmissions
   Bankr. M.D. Tenn. Case No. 10-06365
      Chapter 11 Petition Filed June 18, 2010
         See http://bankrupt.com/misc/tnmb10-06365.pdf

In Re Woodwinds Plus, Inc.
   Bankr. E.D. Va. Case No. 10-51140
      Chapter 11 Petition Filed June 18, 2010
         See http://bankrupt.com/misc/vaeb10-51140.pdf

In Re J.D. Gibbs Grading, Inc.
   Bankr. N.D. Ga. Case No. 10-22775
      Chapter 11 Petition Filed June 19, 2010
         See http://bankrupt.com/misc/ganb10-22775.pdf

In Re D & M Investments LLC
   Bankr. E.D. La. Case No. 10-12185
      Chapter 11 Petition Filed June 19, 2010
         See http://bankrupt.com/misc/laeb10-12185.pdf

In Re Theresa Jacome, P.A.
   Bankr. S.D. Fla. Case No. 10-27286
      Chapter 11 Petition Filed June 20, 2010
         See http://bankrupt.com/misc/flsb10-27286p.pdf
         See http://bankrupt.com/misc/flsb10-27286c.pdf

In Re Karin M. Frank
        fka Karin M. Cooper
   Bankr. E.D. Calif. Case No. 10-36150
      Chapter 11 Petition Filed June 21, 2010
         Filed As Pro Se

In Re R and J Clubs Investment, LLC
   Bankr. M.D. Fla. Case No. 10-10884
      Chapter 11 Petition Filed June 21, 2010
         See http://bankrupt.com/misc/flmb10-10884.pdf

In Re Fortune Positive LLC
        aka  Fortune Positive LLC
        dba Zza's Trattoria
   Bankr. N.D. Calif. Case No. 10-47050
      Chapter 11 Petition Filed June 21, 2010
         Filed As Pro Se

In Re AI & R Enterprises, LLC
   Bankr. M.D. Fla. Case No. 10-10883
      Chapter 11 Petition Filed June 21, 2010
         See http://bankrupt.com/misc/flmb10-10883.pdf

In Re Curtis L. Alliston, III
        aka Curtis Lamar Alliston
        aka Curt Alliston
        aka Curtis L Alliston
      Denise L. Alliston
        aka Denise Linea Alliston
   Bankr. M.D. Fla. Case No. 10-14744
      Chapter 11 Petition Filed June 21, 2010
         See http://bankrupt.com/misc/flmb10-14744.pdf

In Re Hi-Tech Window & Siding Installation, Inc.
   Bankr. D. Mass. Case No. 10-43149
      Chapter 11 Petition Filed June 21, 2010
         See http://bankrupt.com/misc/mab10-43149.pdf

In Re West Broadway, LLC
   Bankr. D. Minn. Case No. 10-44649
      Chapter 11 Petition Filed June 21, 2010
         See http://bankrupt.com/misc/mnb10-44649.pdf

In Re Capital Investment Enterprises
   Bankr. D. Nev. Case No. 10-21557
      Chapter 11 Petition Filed June 21, 2010
         See http://bankrupt.com/misc/nvb10-21557.pdf

In Re Robert Bruce Gittelson
   Bankr. C.D. Calif. Case No. 10-17468
      Chapter 11 Petition Filed June 22, 2010
         Filed As Pro Se

In Re Roger Guerra
   Bankr. S.D. Fla. Case No. 10-27449
      Chapter 11 Petition Filed June 22, 2010
         See http://bankrupt.com/misc/flsb10-27449.pdf

In Re A Brite Cleaning Inc.
        dba  A Brite Carpet Cleaning
        aka A Brite Cleaning & Restoration Inc
   Bankr. N.D. Ill. Case No. 10-27985
      Chapter 11 Petition Filed June 22, 2010
         Filed As Pro Se

In Re J & M Enterprises, LLC
   Bankr. S.D. Fla. Case No. 10-27427
      Chapter 11 Petition Filed June 22, 2010
         See http://bankrupt.com/misc/flsb10-27427.pdf

In Re James B. Columbia
   Bankr. N.D. Miss. Case No. 10-13023
      Chapter 11 Petition Filed June 22, 2010
         See http://bankrupt.com/misc/msnb10-13023.pdf

In Re The Peachtree Restaurant of KC, Inc., a Missouri Corporation
   Bankr. W.D. Mo. Case No. 10-43196
      Chapter 11 Petition Filed June 22, 2010
         See http://bankrupt.com/misc/mowb10-43196.pdf

In Re US Telcom Inc.
   Bankr. D. Nev. Case No. 10-21584
      Chapter 11 Petition Filed June 22, 2010
         See http://bankrupt.com/misc/nvb10-21584.pdf

In Re CRC6111 CORPORATION
        dba Covino's Ristorante
   Bankr. D. N.J. Case No. 10-29103
      Chapter 11 Petition Filed June 22, 2010
         See http://bankrupt.com/misc/njb10-29103.pdf

In Re Meto Services LLC
   Bankr. E.D. N.Y. Case No. 10-74792
      Chapter 11 Petition Filed June 22, 2010
         Filed As Pro Se
         See http://bankrupt.com/misc/nyeb10-74792.pdf

In Re Clem Properties, Inc.
   Bankr. E.D. Pa. Case No. 10-15084
      Chapter 11 Petition Filed June 22, 2010
         See http://bankrupt.com/misc/paeb10-15084.pdf

In Re CS Auto Parts, Inc.
   Bankr. E.D. Pa. Case No. 10-15086
      Chapter 11 Petition Filed June 22, 2010
         See http://bankrupt.com/misc/paeb10-15086.pdf

In Re Plus Properties, Inc.
   Bankr. W.D. Tenn. Case No. 10-26611
      Chapter 11 Petition Filed June 22, 2010
         See http://bankrupt.com/misc/tnwb10-26611.pdf

In Re Hannah's Houses L.L.C.
   Bankr. E.D. Va. Case No. 10-15218
      Chapter 11 Petition Filed June 22, 2010
         See http://bankrupt.com/misc/vaeb10-15218.pdf

In Re Michael A. Meddaugh
      Jodi L. Meddaugh
   Bankr. W.D. Wis. Case No. 10-14756
      Chapter 11 Petition Filed June 22, 2010
         See http://bankrupt.com/misc/wiwb10-14756.pdf

In Re Boone Gardiner Garden Center Inc.
   Bankr. W.D. Ky. Case No. 10-33290
      Chapter 11 Petition Filed June 23, 2010
         See http://bankrupt.com/misc/kywb10-33290.pdf

In Re LCCHC, L.L.C
   Bankr. E.D. La. Case No. 10-12223
      Chapter 11 Petition Filed June 23, 2010
         See http://bankrupt.com/misc/laeb10-12223.pdf

In Re Maison LaVande, L.L.C
   Bankr. E.D. La. Case No. 10-12222
      Chapter 11 Petition Filed June 23, 2010
         See http://bankrupt.com/misc/laeb10-12222.pdf

In Re Fynders, Inc.
   Bankr. D. Mass. Case No. 10-43170
      Chapter 11 Petition Filed June 23, 2010
         See http://bankrupt.com/misc/mab10-43170p.pdf
         See http://bankrupt.com/misc/mab10-43170c.pdf

In Re Keepers, Inc.
   Bankr. D. Mass. Case No. 10-43171
      Chapter 11 Petition Filed June 23, 2010
         See http://bankrupt.com/misc/mab10-43171.pdf

In Re Druid Development, LLC
  Bankr. D. N.J. Case No. 10-29195
     Chapter 11 Petition Filed June 23, 2010
         See http://bankrupt.com/misc/njb10-29195.pdf

In Re Satellite Donuts LLC
   Bankr. S.D. N.Y. Case No. 10-13333
      Chapter 11 Petition Filed June 23, 2010
         See http://bankrupt.com/misc/nysb10-13333.pdf

In Re Yochanan Waldman
      Rivkah Waldman
   Bankr. S.D. N.Y. Case No. 10-23283
      Chapter 11 Petition Filed June 23, 2010
         See http://bankrupt.com/misc/nysb10-23283.pdf

In Re Dwight J. Mitchell
        aka Dwight Jerome Mitchell
        dba Sun Valley Home For The Aged
   Bankr. M.D. Tenn. Case No. 10-06545
      Chapter 11 Petition Filed June 23, 2010
         Filed As Pro Se

In Re Juan M. Garcia
   Bankr. W.D. Texas Case No. 10-31296
      Chapter 11 Petition Filed June 23, 2010
         See http://bankrupt.com/misc/txwb10-31296.pdf

In Re John P. Makolin
      Carol A. Makolin
   Bankr. D. Vt. Case No. 10-10861
      Chapter 11 Petition Filed June 23, 2010
         See http://bankrupt.com/misc/vtb10-10861p.pdf
         See http://bankrupt.com/misc/vtb10-10861c.pdf

In Re Conduit Networks, Inc.
   Bankr. C.D. Calif. Case No. 10-29539
      Chapter 11 Petition Filed June 24, 2010
         See http://bankrupt.com/misc/cacb10-29539.pdf

In Re Robert S. Sage, Loretta Arnold Trust
   Bankr. C.D. Calif. Case No. 10-17587
      Chapter 11 Petition Filed June 24, 2010
         See http://bankrupt.com/misc/cacb10-17587.pdf

In Re John Gregory Arden
        aka Straddles Border Stop
   Bankr. E.D. Calif. Case No. 10-36518
      Chapter 11 Petition Filed June 24, 2010
         Filed As Pro Se

In Re John P. McMahan, Sr.
        dba Mac's Tree and Hauling Service
   Bankr. M.D. Fla. Case No. 10-05478
      Chapter 11 Petition Filed June 24, 2010
         See http://bankrupt.com/misc/flmb10-05478p.pdf
         See http://bankrupt.com/misc/flmb10-05478c.pdf

In Re Montanos Roofing and Construction Inc.
   Bankr. N.D. Ill. Case No. 10-28356
      Chapter 11 Petition Filed June 24, 2010
         See http://bankrupt.com/misc/ilnb10-28356.pdf

In Re Novo, Inc.
   Bankr. D. Mass. Case No. 10-16861
      Chapter 11 Petition Filed June 24, 2010
         See http://bankrupt.com/misc/mab10-16861.pdf

In Re Desert Eagle Construction Inc.
        dba Casa Adame Custom Homes
   Bankr. D. Nev. Case No. 10-21779
      Chapter 11 Petition Filed June 24, 2010
         See http://bankrupt.com/misc/nvb10-21779.pdf

In Re Douglas Glenn
      Janette Glenn
   Bankr. D. Nev. Case No. 10-21780
      Chapter 11 Petition Filed June 24, 2010
         See http://bankrupt.com/misc/nvb10-21780.pdf

In Re Zona Rosa Corporation
   Bankr. E.D. N.Y. Case No. 10-45927
      Chapter 11 Petition Filed June 24, 2010
         Filed As Pro Se

In Re Whitestone Capital, Inc.
   Bankr. S.D. Ohio Case No. 10-14305
      Chapter 11 Petition Filed June 24, 2010
         See http://bankrupt.com/misc/ohsb10-14305.pdf

In Re Rotating Equipment Company
        aka Rotating Equipment Services
   Bankr. W.D. Pa. Case No. 10-24540
      Chapter 11 Petition Filed June 24, 2010
         See http://bankrupt.com/misc/pawb10-24540.pdf

In Re Secret Protective Security Inc.
   Bankr. D. Puerto Rico Case No. 10-05588
      Chapter 11 Petition Filed June 24, 2010
         See http://bankrupt.com/misc/prb10-05588.pdf

In Re Amerigo Hospitality Builders, Inc.
   Bankr. W.D. Texas Case No. 10-60777
      Chapter 11 Petition Filed June 24, 2010
         See http://bankrupt.com/misc/txwb10-60777.pdf

In Re We're Here To There, LLC
   Bankr. W.D. Texas Case No. 10-11722
      Chapter 11 Petition Filed June 24, 2010
         See http://bankrupt.com/misc/txwb10-11722.pdf

In Re LaConner Fruit and Produce LLC
   Bankr. W.D. Wash. Case No. 10-17238
      Chapter 11 Petition Filed June 24, 2010
         See http://bankrupt.com/misc/wawb10-17238.pdf

In Re David C. Davis
      Elouise Davis
   Bankr. C.D. Calif. Case No. 10-36108
      Chapter 11 Petition Filed June 25, 2010
         See http://bankrupt.com/misc/cacb10-36108.pdf

In Re 2010 Real Estate Foreclosure LLC
   Bankr. N.D. Ill. Case No. 10-28398
      Chapter 11 Petition Filed June 25, 2010
         See http://bankrupt.com/misc/ilnb10-28398.pdf

In Re Choate's Harbor Hill Marina, Inc.
   Bankr. W.D. Ky. Case No. 10-50781
      Chapter 11 Petition Filed June 25, 2010
         See http://bankrupt.com/misc/kywb10-50781.pdf

In Re Toby Lee Primeaux
   Bankr. W.D. La. Case No. 10-50989
      Chapter 11 Petition Filed June 25, 2010
         See http://bankrupt.com/misc/lawb10-50989.pdf

In Re Four Star Investment Group, LTD
        dba Marathon Express
        dba Total Express
   Bankr. E.D. Mich. Case No. 10-60608
      Chapter 11 Petition Filed June 25, 2010
         See http://bankrupt.com/misc/mieb10-60608.pdf

In Re Michael S. Mall M.D. Ltd
        dba New Image Advanced Laser Skin Center
   Bankr. D. Nev. Case No. 10-21848
      Chapter 11 Petition Filed June 25, 2010
         See http://bankrupt.com/misc/nvb10-21848.pdf

In Re Bayview Capital, Inc.
   Bankr. D. N.J. Case No. 10-29513
      Chapter 11 Petition Filed June 25, 2010
         See http://bankrupt.com/misc/njb10-29513.pdf

In Re Bromley Estates Phase III Condominium Association
        aka DBA Bromley Estates Condo Assn Inc - Phase 3
   Bankr. D. N.J. Case No. 10-29593
      Chapter 11 Petition Filed June 25, 2010
         See http://bankrupt.com/misc/njb10-29593.pdf

In Re Hartex Ventures, Inc.
   Bankr. S.D. Texas Case No. 10-20519
      Chapter 11 Petition Filed June 25, 2010
         Filed As Pro Se

In Re Adam R. Grossman
   Bankr. W.D. Wash. Case No. 10-17334
      Chapter 11 Petition Filed June 25, 2010
         Filed As Pro Se

In Re Maison De Fraise, LLC
   Bankr. W.D. Wash. Case No. 10-17311
      Chapter 11 Petition Filed June 25, 2010
         See http://bankrupt.com/misc/wawb10-17311.pdf

In Re Doris June McGuire
   Bankr. C.D. Calif. Case No. 10-36143
      Chapter 11 Petition Filed June 26, 2010
         See http://bankrupt.com/misc/cacb10-36143.pdf

In Re Artemia M. Carrillo
  Bankr. D. Nev. Case No. 10-21930
     Chapter 11 Petition Filed June 27, 2010
         See http://bankrupt.com/misc/nvb10-21930.pdf

In Re Bryn Mawr Wound Care & Vascular Center, LLC
  Bankr. E.D. Pa. Case No. 10-15216
     Chapter 11 Petition Filed June 27, 2010
         See http://bankrupt.com/misc/paeb10-15216.pdf

In Re Royal Oak Condominium Association, Inc.
   Bankr. M.D. Fla. Case No. 10-11316
      Chapter 11 Petition Filed June 28, 2010
         See http://bankrupt.com/misc/flmb10-11316.pdf

In Re Innercity Community Development, LLC
   Bankr. N.D. Ill. Case No. 10-28756
      Chapter 11 Petition Filed June 28, 2010
         See http://bankrupt.com/misc/ilnb10-28756.pdf

In Re Innercity Community Development, LLC
   Bankr. N.D. Ill. Case No. 10-28758
      Chapter 11 Petition Filed June 28, 2010
         See http://bankrupt.com/misc/ilnb10-28758.pdf

In Re Innercity Community Development, LLC
   Bankr. N.D. Ill. Case No. 10-28760
      Chapter 11 Petition Filed June 28, 2010
         See http://bankrupt.com/misc/ilnb10-28760.pdf

In Re Strategic Labor, Inc.
   Bankr. D. Mass. Case No. 10-43245
     Chapter 11 Petition Filed June 28, 2010
         See http://bankrupt.com/misc/mab10-43245p.pdf
         See http://bankrupt.com/misc/mab10-43245c.pdf

In Re Twin Cities Entertainment, Inc.
        dba Aqua
  Bankr. D. Minn. Case No. 10-44801
     Chapter 11 Petition Filed June 28, 2010
         See http://bankrupt.com/misc/mnb10-44801.pdf

In Re Johnny Mike Davis
        aka Mike Davis
        dba The Davis Construction Company
  Bankr. W.D. Mo. Case No. 10-30733
     Chapter 11 Petition Filed June 28, 2010
         See http://bankrupt.com/misc/mowb10-30733.pdf

In Re Hoyt E. Lee
        aka Gene Lee
      Sandra L. Lee
        aka Sandra Lee
  Bankr. D. N.M. Case No. 10-13242
     Chapter 11 Petition Filed June 28, 2010
         See http://bankrupt.com/misc/nmb10-13242.pdf



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard
C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez,
Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2010.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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