TCR_Public/100702.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, July 2, 2010, Vol. 14, No. 181

                            Headlines

ABC LEARNING: Creditor Protection Continued Until Aug. 9
ABITIBIBOWATER INC: Bowater Hires Jones Day as Conflicts Counsel
ABITIBIBOWATER INC: Wins Nod for Togut as Conflicts Counsel
ABITIBIBOWATER INC: Wins Nod to Pay Union Advisors' Fees
ADANAC MOLYBDENUM: CCAA Protection Extended to October 29

ADVANTA CORP: Court to Hear Claims Objections on August 12
AEI SERVICES: S&P Raises Corporate Credit Rating to 'BB-'
AMERICAN INT'L: Reconsidering Sale of Two Japanese Units
ALEGRIA HIPOLITO: Case Summary & 3 Largest Unsecured Creditors
ANF ASBURY: Gets Approval to Access PA Asbury Cash Collateral

ARROW AIR: Case Summary & 20 Largest Unsecured Creditors
ATRINSIC INC: Receives NASDAQ Notice of Non-Compliance
BEAR ISLAND: Has October 1 Extension for Plan Filing
BLACK CROW: Wants More Exclusivity; GECC Drops Appeal
BLOCKBUSTER INC: To Be Delisted After Conversion Plan Blocked

BLOCKBUSTER INC: Wins Forbearance; Delays $42.4MM Bond Payment
BLOCKBUSTER INC: CEO Keyes Wins Contract Extension
BP PLC: Bankruptcy Can Rid of "Perpetual" Liability, Experts Say
BRIER CREEK: Files List of 20 Largest Unsecured Creditors
BRITTWOOD CREEK: Chapter 11 Reorganization Case Dismissed

BOSQUE POWER: S&P Withdraws 'D' Rating at Company's Request
BROWN SHOE: S&P Affirms Corporate Credit Rating at 'B'
BUCYRUS COMMUNITY: Can Incur DIP Facility to Operate Business
CARIS DIAGNOSTICS: S&P Gives Negative Outlook; Keeps 'B+' Rating
CATHOLIC CHURCH: Wilmington Parishes Lose $75 Million Ruling

CELESTICA INC: Fitch Upgrades Issuer Default Rating to 'BB'
CHELSEA HEIGHTS: Wants to Hire Ryan Swanson as Gen. Bankr. Counsel
CHIRON PROPERTIES: Files for Chapter 11 Bankruptcy Protection
CITIGROUP INC: Treasury Unloads Shares; Keeps 18% Stake For Now
CITY OF CENTRAL FALLS: Moody's Maintains 'B3' Rating on Bonds

CLEARPOINT BUSINESS: Meeting to Form Creditors Committee July 8
CMP SUSQUEHANNA: Moody's Upgrades Corp. Family Rating to 'Caa1'
CMR MORTGAGE: Gets OK to Incur Unsecured Loan from Greg Abrams
CMR MORTGAGE: Reorganization Plan Confirmation Set for August 4
COLT DEFENSE: Moody's Downgrades Corporate Family Rating to 'B2'

COLTS RUN: Cash Collateral Hearing Continued Until August 4
COLTS RUN: PNC Bank Sees Fraud, Wants Chapter 11 Trustee Appointed
CONKLIN LLC: Case Summary & 3 Largest Unsecured Creditors
CORUS BANKSHARES: U.S. Trustee Forms 5-Member Creditors Committee
COURTYARD APARTMENTS: Case Summary & 4 Largest Unsecured Creditors

COWLITZ BANCORPORATION: Submits to Hearing Before Nasdaq Panel
CRUCIBLE MATERIALS: PBGC Reaches Settlement Deal on ERISA Dispute
DBSI INC: Beazer Buys $6.45 Million in Lots
DELPHI FINANCIAL: Moody's Affirms Junior Debt Ratings at 'Ba1'
DONALD KELLAND: Gets Bankruptcy Court Approval to Sell Property

DREIER LLP: Client Loses Bid to Stay Blackstone Settlement
DYNAMIC BUILDERS: Can Sell Property to D & K for $6.7 Million
EATON MOERY: Case Summary & 20 Largest Unsecured Creditors
EVAN ALLRED: Voluntary Chapter 11 Case Summary
FAIRFIELD RESIDENTIAL: Files Third Amended Reorganization Plan

FAIRPOINT COMMS: Appoints Ajay Sabherwal as its New CFO
FAIRPOINT COMMS: Maine Regulators Approve Bankruptcy Plan
FAIRPOINT COMMS: Reports $75,591,000 Net Loss for Q1 2010
FAIRPOINT COMMS: Verizon Wants Indemnification Provisions Retained
FEDERAL-MOGUL: Files 2009 401(k) Investment Program Report

FEDERAL-MOGUL: Files 2009 Employee Investment Plan Report
FEDERAL-MOGUL: To Hold 2nd Quarter Fin'l Results Call on July 29
FIDELITY NATIONAL: Fitch Affirms 'BB+' Issuer Default Ratings
FIDELITY NATIONAL: Moody's Confirms 'Ba1' Corporate Family Rating
FINLAY ENTERPRISES: Modified Plan of Liquidation Confirmed

FLEXTRONICS INT'L: Fitch Raises Issuer Default Rating From BB
FLYING J: Completes Merger With Pilot Travel Centers
FLYING J: FTC Requires Divestitures for $2-Bil. Deal With Pilot
FORD MOTOR: Moody's Maintains 'B1' Corporate Family Rating
FOXWOOD VILLAGE: Case Summary & 3 Largest Unsecured Creditors

FUTURA EDUCATION: School Leaders Sued for Tuition Payments
FUWEI FILMS: Receives Nasdaq Notice of Bid Price Deficiency
GENERAL EMPLOYMENT: Gets NYSE AMEX Notice on Listing Standards
GENERAL GROWTH: Wants Plan Filing Exclusivity Until Oct. 18
GENERAL GROWTH: Execs. Miss June 30 Exit Target, Won't Get $10MM

GENERAL GROWTH: 27 Units' Chapter 11 Plans Declared Effective
GENERAL GROWTH: Seeks Estimation of Hughes Heirs' Claims
GLIMCHER REALTY: Completes Refinancing of Grand Central Mall
GLOUCESTER ENGINEERING: Wants to Obtain Up to $6MM DIP Financing
GOOD SAMARITAN: Moody's Downgrades Ratings on Bonds to 'Ba1'

IMAGE ENTERTAINMENT: Recurring Losses Cue Going Concern Doubt
INDEPENDENT BANK CORP: Receives Nasdaq Notification
INNOVATIVE CONSULTING: Blair County Ends Bridge Inspection Deal
INSMED INCORPORATED: Gets Deficiency Notice on Minimum Bid Price
INTERNATIONAL COMMERCIAL: Posts $75,100 Net Loss in Q1 2010

INTRALINKS INC: S&P Gives Positive Outlook; Affirms 'B' Rating
JABIL CIRCUIT: Fitch Upgrades Issuer Default Rating From 'BB+'
JACKSON HEWITT: Receives Notice Regarding NYSE Listing Criteria
JAPAN AIRLINES: Expects to Move Into The Black One Year Earlier
JAPAN AIRLINES: May Need US$1.1 Bil. More in Restructuring Aid

JAPAN AIRLINES: To Sell Hotel Operations to Hotel Okura
JDA SOFTWARE: S&P Gives Stable Outlook; Affirms 'BB-' Rating
JOE MIRANDA: Case Summary & 20 Largest Unsecured Creditors
KINETIC CONCEPTS: S&P Raises Corporate Credit Rating to 'BB+'
L-3 COMM: Moody's Ratings Unmoved By Unit's Gov't Contract Halt

LAZARE KAPLAN: Receiving a Notice From NYSE Amex LLC
LEHMAN BROTHERS: Expands Jones Day Work for Fifth Time
LEHMAN BROTHERS: Gets Go Signal to Hire Dechert as Special Counsel
LEHMAN BROTHERS: Proposes Reed Smith as Special Counsel
LEHMAN BROTHERS: Receives OK for Sotheby's as Auction House

LEHMAN BROTHERS: Judge Offers Hope to BNY Appeal
LEHMAN BROTHERS: Creditor Group Wants Substantive Consolidation
LEUCADIA NAT'L: Moody's Gives Stable Outlook; Keeps Low-B Ratings
LIMITED BRANDS: Fitch Upgrades Ratings on Senior Notes to 'BB+'
LINCOLN NATIONAL: Fitch Upgrades Ratings on Junior Debt From 'BB+'

MAGNETEK INC.: Gets NYSE Notice for Falling Below Standards
MASHANTUCKET PEQUOT: July 13 Bank Debt Payment Looms
MARK MARTIN: Voluntary Chapter 11 Case Summary
MEDICAL STAFFING: Prepack Filing Deadline Now July 2
MER TELEMANAGEMENT: Receives NASDAQ Notice of Non-Compliance

MOBILE MINI: S&P Affirms Corporate Credit Rating at 'BB-'
NATIONAL ENVELOPE: Cenveo Bids to Acquire Assets for $140 Million
NEW ORIENTAL: Weinberg & Company Raises Going Concern Doubt
NORTEL NETWORKS: Court Approves $22 Million in Fees
NORTEL NETWORKS: Files Bankruptcy Rule 2015.3 Reports

NORTEL NETWORKS: Seeks Canada OK to Sell Certain Assets to 7522312
NXT ENERGY: Posts C$2.4 Million Net Loss for 2009
ORCHARD SUPPLY: Moody's Affirms Ratings; Gives Negative Outlook
PFF BANCORP: Seeks to Knock Out PBGC's Claims Entirely
PHH CORPORATION: Moody's Affirms 'Ba2' Corporate Family Rating

PIONEER NATURAL: Moody's Gives Stable Outlook; Keeps 'Ba1' Ratings
POLYONE CORPORATION: Moody's Upgrades Corp. Family Rating to 'Ba3'
PROGEN PHARMACEUTICALS: Gets Delisting Notification From Nasdaq
PROTOSTAR LTD: Committee Opposes Longer Plan Exclusivity
QIMONDA AG: Int'l Trade Proceedings Continue in Bankruptcy

REOSTAR ENERGY: Killman Murrell Raises Going Concern Doubt
SANMINA-SCI CORPORATION: Fitch Lifts Issuer Default Rating to 'B+'
SEMINOLE TRIBE: Fitch Downgrades Issuer Ratings to 'BB'
SEMINOLE TRIBE: S&P Assigns Ratings on CreditWatch Negative
SMURFIT-STONE CONTAINER: Moody's Removes 'B2' Rating on Loan

SMURFIT-STONE: S&P Gives 'BB-' Corporate to Emerged Company
SMURFIT-STONE: Has Intent to Distribute Reserve Amount to Claims
SMY MEDIA: Case Summary & 20 Largest Unsecured Creditors
SOMERSET PARTNERS: Case Summary & 4 Largest Unsecured Creditors
SPECIALTY PRODUCTS: Insurers Want Coverage Appeal Finished

SPECIALTY PRODUCTS: RPM Faces Criticism for 2 Units' Filing
SPRINGBOK SERVICES: Asks for Court OK to Obtain DIP Financing
TAYLOR BEAN: Freddie Mac Fights BofA's Examination Bid
TEXAS RANGERS: Lists Assets at $79.6 Million
THANH HOANG: Case Summary & 19 Largest Unsecured Creditors

TOT ENERGY: Posts $1.8 Million Net Loss in Q3 Ended December 31
TRUVO USA: Files for Ch. 11; Mulls Sale of Assets to Creditors
TUPPERWARE BRANDS: S&P Raises Corporate Credit Rating From 'BB+'
UNIVAR INC: S&P Puts 'B' Corp. Rating on CreditWatch Positive
URANIUM RESOURCES: To Transfer to NASDAQ Capital Market

US STEEL: Fitch Affirms Issuer Default Rating at 'BB+'
VISTEON CORP: Seeks Exclusive Plan Rights Until October 15
WARREN STEARNS: Case Summary & 20 Largest Unsecured Creditors
WAYNE POWELL: Voluntary Chapter 11 Case Summary
ZAYAT STABLES: Court Approves Settlement Agreement With Bank

* Foreclosure Sales Account for 31% of All Residential Sales
* GE Capital Joint Leads $650MM Exit Financing for Smurfit-Stone

* BOOK REVIEW: The Executive Guide to Corporate Bankruptcy


                            *********


ABC LEARNING: Creditor Protection Continued Until Aug. 9
--------------------------------------------------------
Bill Rochelle at Bloomberg News reports that the bankruptcy
judge held a hearing on June 24 and scheduled another hearing on
August 9 on whether ABC Learning Centres Ltd. qualifies for
bankruptcy protection in the U.S. under Chapter 15, which governs
cross-border insolvencies.  RCS Capital Development LLC, the
holder of a $47 million jury verdict against ABC Learning,
objected to the Chapter 15 petition, saying the proceedings in
Australia aren't sufficiently controlled by a court to qualify for
U.S. protection.

The U.S. bankruptcy judge in Delaware continued the halt on
lawsuits in the U.S. until July 8 "or termination by court order."

                         About ABC Learning

Based in Australia, ABC Learning Centers Limited (ASX: ABS) --
http://www.childcare.com.au/-- provides childcare services and
education in more than 1,200 centers in Australia, New Zealand,
the United States and the United Kingdom.  The Company's
subsidiaries include A.B.C. Developmental Learning Centers Pty
Ltd., A.B.C. Early Childhood Training College Pty Ltd., Premier
Early Learning Centers Pty Ltd., A.B.C. Developmental Learning
Centers (NZ) Ltd., A.B.C. New Ideas Pty Ltd., A.B.C. Land Holdings
(NZ) Limited and Child Care Centers Australia Ltd.  On January 26,
2007, it acquired La Petite Holdings Inc.  On February 2, 2007, it
acquired Forward Steps Holdings Ltd. On March 23, 2007, it
acquired Children's Gardens LLP.  In September 2007, the Company
purchased the Nursery division (Leapfrog Nurseries) from Nord
Anglia Education PLC.  In June 2008, the Company completed the
sale of a 60% stake in its United States business to Morgan
Stanley Private Equity.

In November 2008, ABC Learning Centers Limited appointed Peter
Walker and Greg Moloney of Ferrier Hodgson as voluntary
administrators of the company and a number of its subsidiaries.
Subsequent to the appointment of administrators, the company's
banking syndicate appointed Chris Honey, Murray Smith and John
Cronin of McGrathNicol as receivers.

The Company filed its Chapter 15 petition in Wilmington Delaware,
(Bankr. D. Del. Case No. 10-11711) on May 26, 2010.  Joel A.
Waite, Esq., at Young, Conaway, Stargatt & Taylor, represents the
Debtor in the Chapter 15 case.  ABC listed debts and assets of
US$100 million to US$500 million.

An affiliate, A.B.C. USA Holdings Pty Ltd., filed a separate
Chapter 15 petition, also listing assets and debts of at least
US$100 million.


ABITIBIBOWATER INC: Bowater Hires Jones Day as Conflicts Counsel
----------------------------------------------------------------
AbitibiBowater Inc. and its units sought and obtained permission
from U.S. Bankruptcy Judge Kevin Carey to hire Jones Day as
Bowater Inc.'s conflicts counsel, nunc pro tunc to June 2,2010.

The Debtors have tapped the services of Jones Day in light of an
apparent intercompany conflict between Bowater and its wholly
owned subsidiary, Bowater Canada Finance Corporation.

Bowater organized BCFC as an unlimited liability company under
Nova Scotia law.  BCFC issued notes in the principal amount of
$600 million pursuant to that certain indenture for the 7.95%
notes due 2011 dated as of October 31, 2001, among BCFC as issuer,
Bowater as guarantor, and the Bank of New York, as trustee.  The
BCFC Notes remain outstanding.  BCFC is a financing vehicle with
no material operations.

Sean T. Greecher, Esq., at Young Conaway Stargatt & Taylor, LLP,
in Wilmington, Delaware, relates that in the event of a winding
up, BCFC may have a wind up claim against Bowater pursuant to
Section 135 of the Companies Act (Nova Scotia) for BCFC's
liabilities, as well as other potential claims in with respect to
the BCFC Notes -- which present a potential conflict of interest
between BCFC and Bowater.

As Bowater's conflicts counsel, Jones Day is expected to:

  (a) for only the matters Jones Day is handling, advise Bowater
      regarding its powers and duties as a debtor-in-possession;

  (b) attend meetings and negotiate with representatives of
      creditors and other parties-in-interest;

  (c) prepare on Bowater's behalf motions, objections,
      applications, adversary proceedings, answers, orders,
      reports and papers necessary to the matters Jones Day is
      handling; and

  (d) perform other necessary legal services as may be requested
      and provide other necessary legal advice to Bowater in
      connection with the Chapter 11 cases.

Jones Day will ensure that the services it performs for Bowater
will not duplicate the duties of other professionals in the
Debtors' cases.

Bowater proposes to pay for Jones Day's services in accordance
with these hourly rates:

  Title                                 Hourly Rate
  -----                                 -----------
  Partners                              $650 to $950
  Counsel                               $525 to $625
  Associates                            $325 to $675
  Para-professionals/Law clerks         $250 to $325

The highest billing rate that will be charged by any Jones Day
attorney for services rendered to Bowater will be $925 per hour.
The Firm will also be reimbursed for out-of-pocket expenses.

Paul D. Leake, Esq., a partner at Jones Day, in New York, assures
Judge Carey that his Firm is a "disinterested person" as that
term is defined under Section 101(14) of the Bankruptcy Code.

                     About AbitibiBowater

AbitibiBowater produces a wide range of newsprint, commercial
printing papers, market pulp and wood products.  It is the eighth
largest publicly traded pulp and paper manufacturer in the world.
AbitibiBowater owns or operates 22 pulp and paper facilities and
26 wood products facilities located in the United States, Canada
and South Korea.  Marketing its products in more than 90
countries, the Company is also among the world's largest recyclers
of old newspapers and magazines, and has third-party certified
100% of its managed woodlands to sustainable forest management
standards.  AbitibiBowater's shares trade over-the-counter on the
Pink Sheets and on the OTC Bulletin Board under the stock symbol
ABWTQ.

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

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

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

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


ABITIBIBOWATER INC: Wins Nod for Togut as Conflicts Counsel
-----------------------------------------------------------
AbitibiBowater Inc. and its units won permission from U.S.
Bankruptcy Judge Kevin Carey for Bowater Canada Finance
Corporation to employ Togut, Segal & Segal LLP as conflicts
counsel, nunc pro tunc to April 30, 2010.

The Debtors seek the employment of Togut Segal in light of an
apparent intercompany conflict between BCFC and its parent,
Bowater Incorporated, that they identified.

BCFC is a wholly owned subsidiary of Bowater organized as an
'unlimited liability company' under Nova Scotia law.  A ULC
creates a "hybrid" pass through structure where the ULC's
shareholders may be liable pursuant to Nova Scotia law for the
ULC's liabilities upon its winding up, even though the ULC takes
the form of a corporation.

BCFC issued notes in the principal amount of $600 million
pursuant to that certain indenture for the 7.95% notes due 2011
dated as of October 31, 2001 among BCFC as issuer, Bowater as
guarantor, and the Bank of New York as trustee.  The BCFC Notes
remain outstanding.

In this light, the Debtors believe that engaging a conflict
counsel at this time to represent BCFC in connection with any
claims BCFC may have against Bowater from the BCFC Notes is in
the best interests of the Debtors' estates.

As conflicts counsel, Togut Segal is expected to:

  (1) for only the matters the Togut Firm is handling, advise
      BCFC regarding its powers and duties as a debtor-in-
      possession in those matters;

  (2) attend meetings and negotiate with representatives of
      creditors and other parties-in-interest;

  (3) prepare on BCFC's behalf proofs of claim, motions,
      applications, adversary proceedings, answers, orders,
      reports and papers necessary to the matters the Togut Firm
      is handling;

  (4) appear before the Court and any appellate courts and
      protect the interests of BCFC's estate before the Courts;
      and

  (5) perform other necessary legal services as may be requested
      and provide other necessary legal advice to BCFC in
      connection with these Chapter 11 Cases.

The Togut Firm will perform these duties to BCFC on matters which
may arise where Paul Weiss Rifkind Wharton & Garrison LP or the
Debtors' other retained professionals cannot perform such
services.

The Debtors are mindful of the need to avoid duplication of
services and thus, assure the Court that appropriate procedures
will be implemented to ensure that there is minimal duplication
of effort as a result of Togut Segal's role as conflicts counsel.

The primary members of the Togut Firm who will be handling the
matter and their current standard hourly rates are:

           Partners                 $800 to $935
           Associates & Counsel     $275 to $720
           Paralegals & Law Clerks  $155 to $285

The Debtors propose to pay the Togut Firm according to the firm's
customary fees and reimburse the firm for its necessary expenses.

Albert Togut, Esq., a senior member of the Togut Firm, assures
the Court that his firm is a disinterested person as that term is
defined in Section 101(14) of the Bankruptcy Code, as modified by
Section 1107(b) of the Bankruptcy Code.

                     About AbitibiBowater

AbitibiBowater produces a wide range of newsprint, commercial
printing papers, market pulp and wood products.  It is the eighth
largest publicly traded pulp and paper manufacturer in the world.
AbitibiBowater owns or operates 22 pulp and paper facilities and
26 wood products facilities located in the United States, Canada
and South Korea.  Marketing its products in more than 90
countries, the Company is also among the world's largest recyclers
of old newspapers and magazines, and has third-party certified
100% of its managed woodlands to sustainable forest management
standards.  AbitibiBowater's shares trade over-the-counter on the
Pink Sheets and on the OTC Bulletin Board under the stock symbol
ABWTQ.

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

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

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

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


ABITIBIBOWATER INC: Wins Nod to Pay Union Advisors' Fees
--------------------------------------------------------
AbitibiBowater Inc. and its U.S. units obtained permission from
the Bankruptcy Court to pay the United Steelworkers' legal,
actuarial, financial, investment banking and other professionals
and consultants in connection with the Debtors' bankruptcy cases
pursuant to the terms of a Memorandum of Understanding between the
Debtors and the USW.

Approximately 7% of the Debtors' employees are represented by
bargaining units.  The USW predominantly represents the Debtors'
unionized employees in the United States.  The USW has hired,
among others, investment banking firm Potok and Co.  The USW has
also hired Cohen Weiss and Simon LLP and The Segal Company.

Pursuant to the MOU, the outside consultant fees and expenses
will be subject to an overall cap of $50,000 for the investment
banker and an overall cap of $250,000 for the other outside
consultants.

                     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).


ADANAC MOLYBDENUM: CCAA Protection Extended to October 29
---------------------------------------------------------
Adanac Molybdenum Corporation disclosed that its application of
June 30, 2010, to the Supreme Court of British Columbia for an
Order under the Companies' Creditors Arrangement Act to extend its
creditor protection has been successful, allowing the Company to
continue to restructure and continue to stay all claims and
actions against the Company and its assets.  The June 30, 2010
Order extends the stay period under CCAA until October 29, 2010,
at which time the matter will be reviewed by the Court.  Further
information can be found on the website of KPMG Inc., the court-
appointed Monitor, at http://www.kpmg.ca/adanac.

Adanac Molybdenum Corporation is listed on the TSX and Frankfurt
exchanges and owns the Ruby Creek Project in northern British
Columbia. The Company has advanced the project through feasibility
studies, a production decision and has previously ordered long-
lead equipment, completed permitting for construction, constructed
a road to the site and secured US$80 million in bridge financing.


ADVANTA CORP: Court to Hear Claims Objections on August 12
----------------------------------------------------------
American Bankruptcy Institute reports that Advanta Corp. is set to
head to court on Aug. 12 as it seeks to throw out certain claims
filed against it.

                        About Advanta Corp.

Advanta Corp. -- http://www.advanta.com/-- has had a 59-year
history of being a leading innovator in the financial services
industry and of providing great value to its stakeholders,
including its senior retail note holders and shareholders, prior
to the recent reversals.  It has also been a major civic and
charitable force in the communities in which it is based,
particularly in the Greater Philadelphia area.

In June 2009, the Federal Deposit Insurance Corporation placed
significant restrictions on the activities and operations of
Advanta Bank Corp., a wholly owned subsidiary of the Company, as
the Bank's capital ratios were below required regulatory levels.

On November 8, 2009, Advanta Corp. filed for Chapter 11 (Bankr. D.
Del. Case No. 09-13931).  Attorneys at Weil, Gotshal & Manges LLP,
and Richards, Layton & Finger, P.A., serve as bankruptcy counsel.
Alvarez & Marsal serves as financial advisor.  The Garden City
Group, Inc., serves as claims agent.  The filing did not include
Advanta Bank Corp.  The petition says that Advanta Corp.'s assets
totaled $363,000,000 while debts totaled $331,000,000 as of
September 30, 2009.


AEI SERVICES: S&P Raises Corporate Credit Rating to 'BB-'
---------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
ratings on emerging markets energy infrastructure company AEI
Services LLC to 'BB-' from 'B+'.  The revision follows AEI's
ability to improve and sustain its financial performance during
the past three years.  The outlook is stable.  As of March 31,
2010, AEI had about $1.07 billion in rated parent-level debt.

Although AEI's financial performance has surpassed S&P's
expectation, new risks have emerged that mute any upward momentum.
S&P's concern particularly stems from large generation
construction projects.  Also, while a well executed business plan
in 2008-2009 is reflected in the outlook, S&P notes that the
current market environment still poses a challenge for AEI's
financing needs.  S&P will also monitor AEI's construction
projects to see if they progress satisfactorily without cost and
schedule delays.  S&P could lower the ratings if AEI's liquidity
becomes weaker.  Geopolitical uncertainties in its markets could
detract from credit and could influence the rating.


AMERICAN INT'L: Reconsidering Sale of Two Japanese Units
--------------------------------------------------------
The Wall Street Journal's Serena Ng, Leslie Scism, and Anupreeta
Das report that people familiar with the matter said American
International Group Inc. is reconsidering a sale of two Japanese
life insurance companies -- AIG Star Life Insurance Co. and AIG
Edison Life Insurance Co. -- for roughly $5 billion.

AIG last year sought to sell the units.  But after AIG's chief
executive Robert Benmosche's visit to Japan in October 2009, AIG
announced it planned to retain the pair of companies "for the
foreseeable future" in part to help stabilize their businesses.

One source told the Journal the two units' performance, along with
the deal-financing environment, have improved since then.  The
source said continued interest from potential buyers may also have
prompted AIG to revisit the idea of selling the two units.

The Journal relates Angelo Graci, managing director at Chapedaine
Credit Partners in New York, estimates the two Japanese businesses
could be worth $4 billion to $6 billion in a sale, based on their
book values.

The Journal also says analysts have long considered Prudential
Financial Inc., the big insurer based in Newark, N.J., to be a
logical buyer of the two companies.  Prudential has large
operations in Japan and it has publicly stated its interest in
expanding there.  Analysts widely view Prudential as having strong
expertise in the Japanese market.

The Journal says Prudential declined to comment on any possible
acquisition activity related to the AIG properties.  An AIG
spokeswoman also declined to comment.

Meanwhile, the Journal's Ms. Ng, Ms. Das and Joann S. Lublin
relate that Mr. Benmosche and outside Chairman Harvey Golub have
agreed to try to resolve their differences and work together on
AIG's restructuring, after a rift between the men emerged
following a high-profile deal failure, according to people
familiar with the matter.  At a board meeting last Friday, Mr.
Benmosche said he wanted Mr. Golub to leave or he himself would
quit, the people said.  The resignation threat came after AIG's
board several weeks ago voted down the sale of AIA Group Ltd.,
that Mr. Benmosche supported.

                          About AIG Inc.

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

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

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


ALEGRIA HIPOLITO: Case Summary & 3 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Alegria Vicencio Hipolito
        14317 La Rinconada Drive
        Los Gatos, CA 95032

Bankruptcy Case No.: 10-56688

Chapter 11 Petition Date: June 28, 2010

Court: United States Bankruptcy Court
       Northern District of California (San Jose)

Judge: Roger L. Efremsky

Debtor's Counsel: Kenneth R. Graham, Esq.
                  Law Office of Kenneth R. Graham
                  171 Mayhew Way #208
                  Pleasant Hill, CA 94523
                  Tel: (925) 932-0170
                  E-mail: krg@elaws.com

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

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

A list of the Company's 3 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/canb10-56688.pdf

The petition was signed by Alegria Vicencio Hipolito.


ANF ASBURY: Gets Approval to Access PA Asbury Cash Collateral
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized ANF Asbury Park, LLC, to use the cash collateral of PA
Asbury, LLC.

The Debtor would use the cash collateral to finance its operations
postpetition.

As reported in the Troubled Company Reporter on April 26, 2010,
the Debtor is the owner of 234-unit apartment building community
Asbury Park Apartments in Miami Gardens, Florida.  The property is
subject to numerous lease agreements which provide the Debtor
rental income, which are cash collateral.

The cash collateral use is contingent upon:

   a. The lender is adequately protected by continued monthly
      payments of interest, taxes and insurance.

   b. The lender is further protected by the Debtor's ongoing
      operations.

   c. The lender's interests are adequately protected by
      replacement liens on Debtor's postpetition rents, cash, and
      the proceeds thereof.

   d. The cash collateral is intended for the necessary costs of
      maintaining the lender's underlying collateral.

   e. The Debtor will provide the lender with information to
      monitor the use of cash collateral, thereby providing an
      additional measure of "adequate protection."

   f. The equities of the case mandate approval of the motion.

   g. The policy of reorganization calls for granting the motion.

The Debtor is represented by:

     Michael G. Spector, Esq.
     Vicki L. Schennum, Esq.
     Law Offices of Michael G. Spector
     2677 North Main Street, Suite 800
     Santa Ana, CA 92705
     Tel: (714) 835-3130
     Fax: (714) 558-7435
     E-mail: vschennum@msn.com

                       About ANF Asbury Park

Irvine, California-based ANF Asbury Park, LLC, filed for Chapter
11 bankruptcy protection on March 5, 2010 (Bankr. C.D. Calif. Case
No. 10-12819).  The Company estimated its assets and liabilities
at $10,000,001 to $50,000,000.


ARROW AIR: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Arrow Air, Inc.
          dba Arrow Cargo
        1701 NW 63rd Avenue, Building 712
        Miami, FL 33126

Bankruptcy Case No.: 10-28831

Chapter 11 Petition Date: June 30, 2010

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

Judge: A. Jay Cristol

Debtor's Counsel: Jordi Guso, Esq.
                  200 S Biscayne Boulevard #1000
                  Miami, FL 33131
                  Tel: (305) 755-9500
                  E-mail: jguso@bergersingerman.com

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

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

The petition was signed by Doug Yakola, chief restructuring
officer.

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                      Nature of Claim   Claim Amount
        ------                      ---------------   ------------
St. Aerospace Services Co. PTE Ltd  Trade debt            $774,456
8191 NW 12th Street
Miami, FL 33126

Miami Leasing, Inc.                 Aircraft lease        $520,396
291 NW 72 Avenue                    rent
Miami, FL 33172

AMB Inst Alliance Fund III, L.P.    Rent                  $451,252
P.O. Box 6156
Hicksville, NY 11802-6156

ANAC                                Trade debt            $411,032
Brasilia International Airport
Department of Utilities, Lot 5
CEP 71608-900
Brazil

Cargo Force                         Trade debt            $404,566
6705 Red Road, Suite 700
Coral Gables, FL 33143

Aero Miami II LLC                   Rent                  $329,831
U.S. Bank Trust National Assoc.
Lockbox Serv. Cm 9705
St. Paul, MN 55108

Office Natl. De L'Aviation Civile   Trade debt            $291,303
P.O. Box 1346
Port-Au-Prince
Haiti

Tesoro Nacional Aerocivil - GOG     Trade Debt            $240,984
Avenida El Dorado #96-50
Colombia

Awas Aviation Acquisitions Limited  Engine lease          $234,781
                                    rent

Aviation Brake Service, Inc.        Trade debt            $172,510

Miami Tech Line Maintenance         Trade debt            $165,430

Rolls Royce Finance                 Engine lease          $153,081
                                    rent

Swissport Brasil Ltda.              Trade debt            $141,757

Fuerza Aerea Argentina              Trade debt            $134,484

Unitpool, Uld                       Trade debt            $130,558

Servicio De Rantas Internas         Trade debt            $121,925

Aircraft 235 LLC                    Engine lease           $85,192
                                    rent

Primeair Holding Corp.              Trade debt             $79,782

Ga Telesis Cr Group                 Trade debt             $78,850

Southeast Marine & Aviation         Trade debt             $58,975


ATRINSIC INC: Receives NASDAQ Notice of Non-Compliance
------------------------------------------------------
Atrinsic, Inc., was notified by the NASDAQ Staff that it does not
comply with the minimum $1.00 bid price requirement set forth in
Listing Rule 5450(a)(1).  As a result, the Company's common stock
is subject to delisting from The NASDAQ Stock Market unless the
Company requests a hearing before a NASDAQ Listing Qualifications
Panel.  Atrinsic intends to timely request a hearing before a
Panel, which will automatically stay the delisting of the
Company's common stock until the Panel issues its decision
following the hearing.  At the hearing, the Company will present
its plan to regain compliance.

Under NASDAQ's Listing Rules, the Panel may, in its discretion,
decide to continue the Company's listing pursuant to an exception
to the Rule for a maximum of 180 calendar days from the date of
the Staff's notification or through December 20, 2010.  However,
there can be no assurances that the Panel will do so.

                         About Atrinsic

Atrinsic, Inc., is a leading Internet-focused marketing company.
The company combine the power of the Internet with traditional
direct response marketing techniques to sell entertainment and
lifestyle subscription products directly to consumers.  The
company also leverage its media network and marketing expertise to
provide lead generation and search related marketing services to
our corporate and advertising clients.


BEAR ISLAND: Has October 1 Extension for Plan Filing
----------------------------------------------------
Bill Rochelle at Bloomberg News reports that the bankruptcy judge
gave Bear Island Paper Co. LLC an extension until Oct. 1 of the
exclusive right to propose a reorganization plan.

According to the report, the bankruptcy judge also extended, last
week, the time for the creditors' committee to investigate the
validity of pre-bankruptcy secured claims until July 9.

                         About Bear Island

White Birch is the second-largest newsprint producer in North
America.  As of December 31, 2009, the WB Group held a 12% share
of the North American newsprint market and employed roughly 1,300
individuals (the majority of which reside in Canada).
Additionally, for the 12 months ended December 31, 2009, the WB
Group maintained an annual production capacity of roughly
1.3 million metric tons of newsprint and directory paper, up to
50% of which consists of recycled content, and achieved net sales
of roughly $667 million.

Bear Island's assets are almost exclusively located in the U.S.

Bear Island Paper Company, L.L.C., filed a voluntary petition for
relief under Chapter 11 of the United States Bankruptcy Code in
the United States Bankruptcy Court for the Eastern District of
Virginia on February 24, 2010.

The company's parent, White Birch Paper Company, filed for
bankruptcy protection under Canada's Companies' Creditors
Arrangement Act, before the Superior Court for the Province of
Quebec, Commercial Division, Judicial District of Montreal,
Canada.  White Birch and five other affiliates -- F.F. Soucy
Limited Partnership; F.F. Soucy, Inc. & Partners, Limited
Partnership; Papier Masson Ltee; Stadacona Limited Partnership;
and Stadacona General Partner, Inc. -- also sought bankruptcy
protection under Chapter 15 of the U.S. Bankruptcy Code.

Jonathan L. Hauser, Esq., at Troutman Sanders LLP, in Virginia
Beach, Virginia; and Richard M. Cieri, Esq., Christopher J.
Marcus, Esq., and Michael A. Cohen, Esq., at Kirkland & Ellis LLP,
in New York, serve as counsel to White Birch, as Foreign
Representative.  Kirkland & Ellis and Troutman Sanders also serve
as Chapter 11 counsel to Bear Island.  AlixPartnes LLP serves as
financial/restructuring advisor to Bear Island, and Lazard Freres
& Co., serves as investment banker.  Chief Judge Douglas O. Tice,
Jr., handles the Chapter 11 and Chapter 15 cases.


BLACK CROW: Wants More Exclusivity; GECC Drops Appeal
-----------------------------------------------------
Black Crow Media Group LLC is seeking a three-month extension,
until November 8, of the exclusive period to propose a Chapter 11
plan.  Black Crow says a second extension is necessary because its
time has been consumed because of an ongoing dispute with General
Electric Capital Corp., the secured lender owed $38.9 million at
the outset.

To recall, Black Crow won bankruptcy court approval on May 28 for
a $1.5 million loan, over objection from prepetition secured
lender GECC.  GECC then appealed the order approving the new
financing, but the bankruptcy judge, then later the district
judge, denied a stay pending appeal.

Bill Rochelle at Bloomberg News notes that bankruptcy law requires
obtaining a stay pending appeal to overturn financing approval.
GECC therefore withdrew the financing appeal this week, saying it
was unlikely to be given significant relief even if it won the
appeal.

                       About Black Crow

Daytona Beach, Florida-based Black Crow Media Group, LLC, owns and
operates 17 FM and 5 AM radio stations in Daytona Beach, Live Oak,
Valdosta, Huntsville, Alabama, and Jackson, Tennessee.

The Company filed for Chapter 11 bankruptcy protection on
January 11, 2010 (Bankr. M.D. Fla. Case No. 10-00172).  The
Company's affiliates -- Black Crow Media, LLC, et al. -- also
filed separate Chapter 11 petitions.

Mariane L. Dorris, Esq., and R Scott Shuker, Esq., at Latham
Shuker Eden & Beaudine LLP, assist 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.


BLOCKBUSTER INC: To Be Delisted After Conversion Plan Blocked
-------------------------------------------------------------
Blockbuster Inc. on Thursday unveiled the preliminary tabulation
figures received from the inspector of election for the company's
2010 annual meeting show that while the company's proposal to
convert each outstanding share of Class B common stock into Class
A common stock and the company's reverse stock split proposal each
received the overwhelming approval of votes cast, due to a low
vote turnout, the proposals did not receive the required
affirmative vote of the majority of the votes of the outstanding
Class A and Class B shares voting as a single class.  Of the
approximately 289.9 million total votes outstanding, the
conversion proposal received approximately 141.2 million votes in
favor (or approximately 48.7%) and the reverse stock split
proposal received approximately 126.1 million votes in favor (or
approximately 43.4%).

The proposal to effect the reverse stock split was made in part to
allow the company to take action to facilitate regaining
compliance with the continued listing criteria of the NYSE, on
which both the Class A and Class B common stock currently trade.
Among such criteria is the requirement that common stock maintain
a $1.00 minimum average closing price.

In November 2009, Blockbuster was notified by the NYSE that its
Class A common stock did not satisfy the NYSE's continued listing
standard that requires the average closing price of a listed
security to be no less than $1.00 per share over a consecutive 30-
trading-day period.  Under the NYSE's rules, Blockbuster had
through the date of the annual meeting within which to cure this
deficiency.  Because the reverse stock split proposal was not
approved by the requisite number of votes, the NYSE has informed
the company that it intends to begin the process to delist both
the Class A and Class B common stock.

Dow Jones Newswires' Maxwell Murphy reports that Blockbuster
shares were suspended and delisted by the New York Stock Exchange,
effective next Wednesday, after it failed to address its lack of
compliance with NYSE listing standards.

According to Dow Jones, Blockbuster's secretary and general
counsel, Rod McDonald, said in an interview Thursday that a low
voter turnout, coupled with nonvotes thanks to new rules on broker
discretionary votes, caused the reverse split and share
combination to narrowly miss approval.  Though Blockbuster was
able to get a quorum of around 55% of its shares voted, at the
final tally only 49% of all shares were cast in favor of combining
the classes of stock and just over 43% were in favor of the
reverse stock split.

Dow Jones says trading in both classes of the company's stock was
halted Thursday through the close of trading, with Blockbuster A
shares at 23 cents, down one cent, and the B shares at 19 cents,
off six cents.

Blockbuster also said that at the annual meeting each of the
company's director nominees was elected, the company's "say-on-
pay" proposal was approved, and the ratification of
PricewaterhouseCoopers LLP to serve as the company's independent
registered public accounting firm for fiscal 2010 was approved.

A full-text copy of the revised meeting results is available at no
charge at http://ResearchArchives.com/t/s?65c0

                      About Blockbuster Inc.

Blockbuster Inc. is a global provider of rental and retail movie
and game entertainment.  It has a library of more than 125,000
movie and game titles.  The company may be accessed worldwide at
http://www.blockbuster.com/

Blockbuster's quarterly report on Form 10-Q showed a net loss of
$65.4 million on $939.4 million of revenue for the 13 weeks ended
April 4, 2010, compared with net income of $27.7 million on $1.086
billion of revenue for the 13 weeks ended April 5, 2009.

The Company's balance sheet as of April 4, 2010, showed
$1.319 billion in assets and $1.693 billion of liabilities, for a
stockholders' deficit of $374.2 million.

PricewaterhouseCoopers LLP, in Dallas, expressed substantial doubt
about the Company's ability to continue as a going concern
following Blockbuster's 2009 results.


BLOCKBUSTER INC: Wins Forbearance; Delays $42.4MM Bond Payment
--------------------------------------------------------------
Blockbuster Inc. has entered into a Forbearance Agreement with
certain of its senior secured noteholders that provides the
Company with additional time and flexibility as it continues to
engage in productive discussions with certain of these noteholders
and strategic parties regarding various recapitalization
opportunities.

Blockbuster's Forbearance Agreement is with noteholders who have,
collectively, represented that they hold approximately 70% of the
Company's 11.75% senior secured notes due 2014.  Pursuant to the
Forbearance Agreement, the noteholders executing it have agreed,
through August 13, 2010, from exercising certain rights and
remedies they may have under the indenture and related collateral
documents arising from the failure by Blockbuster to make the
payments owing by it under the senior secured notes on July 1,
2010.   The Forbearance Agreement provides that the parties may
extend the forbearance period upon written agreement.

Given the terms of the Forbearance Agreement, Blockbuster has
determined that it will not make the payments due on the senior
secured notes on July 1, 2010, constituting a $23.9 million
amortization payment (inclusive of a 6.0% redemption premium) and
an $18.5 million interest payment.  By taking this action,
Blockbuster will preserve $42.4 million in incremental liquidity.

Dow Jones Newswires' Maxwell Murphy reports that there are about
$630 million outstanding of the 11.75% notes due 2014, and they
last traded Wednesday afternoon at 64 cents on the dollar,
according to MarketAxess.

Jim Keyes, Chairman and Chief Executive Officer of Blockbuster
Inc., stated, "We appreciate the ongoing support of our senior
secured noteholders and other parties involved in our ongoing
exploration of recapitalization opportunities.  The Company
determined that entering into the Forbearance Agreement and not
making the payments at this time are in the best long-term
interests of the Company and our stakeholders. The agreement
provides us with additional time and flexibility as we continue to
take steps to implement a more appropriate capital structure to
support the Company's strategies for long-term growth and enhanced
financial performance as we pursue a balance sheet
recapitalization.  While we are making progress in our
recapitalization efforts and are in the process of negotiating
term sheets with these parties, these are complex multiparty
negotiations and take time.  We currently expect any
recapitalization to significantly reduce our debt and increase our
financial flexibility."

"We continue to manage the business towards maximizing cash and
liquidity and monitoring cost reduction opportunities and
operational efficiencies," Mr. Keyes continued.  "At the same
time, we remain squarely focused on providing our customers with
day-and-date availability of new releases any way and anywhere
they want them."

                      About Blockbuster Inc.

Blockbuster Inc. is a global provider of rental and retail movie
and game entertainment.  It has a library of more than 125,000
movie and game titles.  The company may be accessed worldwide at
http://www.blockbuster.com/

Blockbuster's quarterly report on Form 10-Q showed a net loss of
$65.4 million on $939.4 million of revenue for the 13 weeks ended
April 4, 2010, compared with net income of $27.7 million on $1.086
billion of revenue for the 13 weeks ended April 5, 2009.

The Company's balance sheet as of April 4, 2010, showed
$1.319 billion in assets and $1.693 billion of liabilities, for a
stockholders' deficit of $374.2 million.

PricewaterhouseCoopers LLP, in Dallas, expressed substantial doubt
about the Company's ability to continue as a going concern
following Blockbuster's 2009 results.


BLOCKBUSTER INC: CEO Keyes Wins Contract Extension
--------------------------------------------------
Blockbuster Inc. said Thursday its Board of Directors recently
approved an extension of Jim Keyes' contract to continue his
service as Chairman and CEO.

Mr. Keyes said, "I have reaffirmed to the Board and our management
team my commitment to facilitate the recapitalization and to
continue the business transformation of Blockbuster."

Mr. Keyes has held those positions since 2007.  Dow Jones
Newswires' Maxwell Murphy notes Mr. Keyes' employment contract had
run through Thursday.

The Troubled Company Reporter on April 8, 2010, reported that Mr.
Keyes received $1,150,000 in total compensation for 2009.  The
2009 pay includes Mr. Keyes' base salary of $750,000 and a cash
bonus of $400,000.

In 2008, Mr. Keyes was paid $1,154,188, which includes his
$750,000 base salary, $402,500 in non-equity incentive plan
compensation, and $1,688 in perquisites that consisted primarily
of executive physical costs, car allowance and costs for auto
insurance.

In 2007, Mr. Keyes was paid $17,703,257, which included $346,154
in base pay, $254,700 in cash bonuses, $3,000,000 in stock awards,
$14,082,403 in option awards, and $20,000 in allowances.

Mr. Keyes' fiscal 2009 compensation was principally established by
the terms of his employment agreement, which were recommended by
the Compensation Committee and approved by the Board in connection
with Mr. Keyes' hiring in 2007.  Blockbuster indicated in a
regulatory filing that Mr. Keyes' compensation package was
compared to compensation packages of executives at other
companies, which included Barnes & Noble, Inc., Borders Group,
Inc., Dollar General, Family Dollar Stores, Inc., Foot Locker,
Inc., GameStop, Limited Brands, Inc., Movie Gallery, Netflix,
Inc., Office Depot, Inc., RadioShack Corporation, The TJX
Companies, Inc. and YUM! Brands, Inc.

                      About Blockbuster Inc.

Blockbuster Inc. is a global provider of rental and retail movie
and game entertainment.  It has a library of more than 125,000
movie and game titles.  The company may be accessed worldwide at
http://www.blockbuster.com/

Blockbuster's quarterly report on Form 10-Q showed a net loss of
$65.4 million on $939.4 million of revenue for the thirteen weeks
ended April 4, 2010, compared with net income of $27.7 million on
$1.086 billion of revenue for the thirteen weeks
ended April 5, 2009.

Blockbuster's quarterly report on Form 10-Q showed a net loss of
$65.4 million on $939.4 million of revenue for the 13 weeks ended
April 4, 2010, compared with net income of $27.7 million on $1.086
billion of revenue for the 13 weeks ended April 5, 2009.

PricewaterhouseCoopers LLP, in Dallas, expressed substantial doubt
about the Company's ability to continue as a going concern
following Blockbuster's 2009 results.


BP PLC: Bankruptcy Can Rid of "Perpetual" Liability, Experts Say
----------------------------------------------------------------
Experts looking at a hypothetical bankruptcy filing by BP PLC on
an ABI media teleconference on June 29 said that BP has several
options to explore in dealing with the worst environment disaster
in U.S. history, but the oil giant may consider bankruptcy if it
faces a never-ending flow of claims.

                           About BP Plc

BP Plc -- http://www.bp.com/-- is one of the world's largest
energy companies, providing its customers with fuel for
transportation, energy for heat and light, retail services and
petrochemicals products for everyday items.

Bloomberg's Businessweek notes BP represents 5.6% of the FTSE 100
Index, the second biggest weighting of the top U.K.-listed
companies behind London-based bank HSBC Holdings Plc.  BP also
represents the biggest portion of the FTSE 350 Oil & Gas Producers
Index at 31%, and the MSCI EAFE/Energy Index at 16%.


BRIER CREEK: Files List of 20 Largest Unsecured Creditors
---------------------------------------------------------
Brier Creek FC, LLC, filed with the U.S. Bankruptcy Court for the
Southern District of Indiana a list of its largest unsecured
creditors, disclosing:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
LC Investors, LLC               Loan            $3,000,000
6467 Holiday Dr. East
Indiapolis, IN 46260

Cort Furniture, Inc.            Trade Debt         $18,628
1905 New Hope Church Road
Raleigh, NC 27609

American Asset Corporation,    Trade Debt          $17,903
Inc.
3700 Arco Corporate Drive
Suite 350
Charlotte, NC 28273

Roto Rooter                     Trade Debt          $8,007

CTI Property Services, Inc.     Trade Debt          $3,652

Valet Waste. LLC                Utility             $3,548

North American Lawn &
Landscape, LLC                  Trade Debt          $3,355

Wilmer Industries, Inc.         Trade Debt          $3,203

East Coast Fire Protection      Trade Debt          $3,046

Appliance Warehouse of America  Trade Debt          $2,660

Consumer Source, Inc.           Trade Debt          $2,188

HD Supply Facilities            Trade Debt          $2,092

Barnes & Thornburg LLP          Legal Fees          $1,179

For Rent Media Solutions        Trade Debt          $1,004

Economy Exterminators, Inc.     Trade Debt            $875

Net Communications, Inc.        Trade Debt            $710

Carolina Solar Control, Inc.    Trade Debt            $707

Automated Patrol Systems        Trade Debt            $175

Capitol Coffee Systems          Trade Debt            $135

Cintas Location 205             Trade Debt             $82

                      About Brier Creek FC

Indianapolis, Indiana-based Brier Creek FC, LLC, dba The Exchange
at Brier Creek, filed for Chapter 11 bankruptcy protection on
April 20, 2010 (Bankr. S.D. Ind. Case No. 10-05645).  The Company
estimated its assets and debts at $10,000,001 to $50,000,000.


BRITTWOOD CREEK: Chapter 11 Reorganization Case Dismissed
---------------------------------------------------------
The Hon. Jacqueline P. Cox of the U.S. Bankruptcy Court for the
Northern District of Illinois dismissed the Chapter 11 case of
Brittwood Creek, LLC.

As reported in the Troubled Company Reporter on April 30, 2010,
secured lender Bridgeview Bank Group sought for the dismissal,
arguing that the Debtor doesn't have any prospect for a
reorganization.  The bank also pointed out that the Chapter 11
filing was made to delay a foreclosure by the secured lender.

Burr Ridge, Illinois-based Brittwood Creek LLC filed for Chapter
11 bankruptcy protection on April 9, 2010 (Bankr. N.D. Ill. Case
No. 10-15776).  Michael J. Davis, Esq., at Springer, Brown, Covey,
Gaetner & Davis, assisted the Company in its restructuring effort.
The Company estimated its assets and debts at $10,000,001 to
$50,000,000.


BOSQUE POWER: S&P Withdraws 'D' Rating at Company's Request
-----------------------------------------------------------
Standard & Poor's Ratings Services said it withdrew at the
company's request its rating on U.S. electricity generator Bosque
Power Co. LLC's senior debt.  On March 26, 2010, S&P lowered its
rating on the senior debt to 'D' from 'B'.  Bosque filed for
bankruptcy on March 24, 2010 in the U.S. Bankruptcy Court of the
Western district of Texas.

Rated debt consisted of $412.5 million (about $400 million
outstanding) senior secured debt facilities issued on Jan. 16,
2008.  The facilities include a five-year, $25 million senior
secured revolving credit facility due January 2013 and a seven-
year, $387.5 million senior secured term facility due January
2015.  The term facility includes $203 million for construction-
related expenses and $65 million to cash-collateralize letters of
credit Bosque uses to secure its commitments under gas contracts.

                           Ratings List

                         Rating Withdrawn

                      Bosque Power Co. LLC

                                     To       From
                                     --       ----
            Senior Secured           NR       D/--/--
              Recovery Rating        NR       3


BROWN SHOE: S&P Affirms Corporate Credit Rating at 'B'
------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
recovery rating on St. Louis, Mo.-based footwear retailer Brown
Shoe Co. Inc.'s senior unsecured notes to '3', indicating a
meaningful (50%-70%) expectation of recovery, from '4'.  At the
same time, S&P affirmed all other ratings on the company,
including the 'B' corporate credit rating.  The revision reflects
an increase in S&P's estimated valuation under a discreet asset
analysis, based on higher recovery of revolver over-
collateralization.  The positive rating outlook reflects S&P's
expectation that recent improved performance trends are likely to
continue over the near term resulting from greater consumer
spending and increases in wholesale purchases by other retailers
and department stores.

"The speculative-grade ratings on Brown Shoe reflect S&P's
analysis of the company's participation in the mature,
competitive, and fragmented wholesale and retail footwear
business; inconsistent operating performance; low operating
margins relative to those of its peers; and highly leveraged
capital structure with thin credit protection metrics," said
Standard & Poor's credit analyst David Kuntz.

Despite this adverse environment, competition in the footwear
industry remains fragmented and intense.  Brown Shoe competes
against other specialty footwear retailers, department stores,
mass-market discounters, and other wholesalers.  An increasing
number of footwear retailers are competing on the basis of price,
which has pressured Brown Shoe to keep selling prices low.

The company had robust sales growth during the first quarter with
total revenues increasing by 10.9%.  Same-store sales jumped 15.5%
at Famous Footwear and 16.2% at the Specialty Retail segment.
Famous Footwear benefitted from an increase in both prices and
traffic.  Wholesale division sales increased a more modest 3.5%.
Margins benefitted from lower provisions for customer allowances,
reduced markdowns, shifts in product mix, and positive operating
leverage.  Operating margins increased to 11.7% for the 12 months
ended May 1, 2010, compared with 10.0% for the prior period in
2009.  In S&P's view, it is likely these trends will continue over
the near term, helping push margins higher to about 12%.  However,
despite the improvement, margins remain the lowest of all rated
footwear retailers.  The company's wholesale operations play some
role in lower relative margins, but S&P believes it also is a
result of lower store efficiency.


BUCYRUS COMMUNITY: Can Incur DIP Facility to Operate Business
-------------------------------------------------------------
The Hon. Russ Kendig of the U.S. Bankruptcy Court for the Northern
District of Ohio authorized Bucyrus Community Hospital, Inc., to
obtain postpetition financing from SHF.

The Debtor was unable to obtain financing on a more favorable term
other than SHF.

The Debtor would use the funding to operate its business
postpetition.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant SHF security interests in the
accounts receivable of Bucyrus Community Hospital and a
superpriority administrative expense claim status.

As adequate protection on behalf of United and Lancaster Pollard
Mortgage Company, the Debtors will place the first $524,000
borrowed under the DIP Facility in an escrow account.

The Debtors will also make adequate protection payment amounting
$100,000 per month to Lancaster Pollard, or its assignee.

              About Bucyrus Community Hospital, Inc.

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).  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.


CARIS DIAGNOSTICS: S&P Gives Negative Outlook; Keeps 'B+' Rating
----------------------------------------------------------------
Standard & Poor's Rating Services said that it revised its rating
outlook on Caris Diagnostics Inc. to negative from stable, and
affirmed its 'B+' corporate credit rating.  Caris raised capital
through a $185 million senior secured term loan and a $35 million
revolving credit facility in January 2010.  Results for the
quarter ending March 31, 2010 were below budget, principally
associated with challenges in the company's dermatopathology and
hematopathology segments, causing EBITDA to fall below budget.
Although Caris is currently in compliance with its financial
covenants, its cushion is small.  Moreover, covenant pressure will
persist, as covenants tighten to more rigorous thresholds later
this year.

"S&P's speculative-grade ratings reflect Caris' narrow operating
focus, early-stage status, relatively small scale, potential for
reimbursement pressure, and the near-term risks associated with
its large expansion projects," said Standard & Poor's credit
analyst Jack Harcourt.

Caris is an early stage company, and its first quarter 2010
performance reflects the uneven results that are frequently
associated with ramping-up immature operations.  The principal
problems were in the dermatopathology and hematopathology
segments, where the recruitment and deployment of staff were not
well synchronized with operations and market development, leading
to a shortfall in first quarter revenue and EBITDA.  Some of these
shortcomings have already been corrected, and certain performance
metrics over the past three months, particularly in
dermatopathology, indicate a rebound is underway in overall
performance.

Caris' "weak" business risk profile overwhelmingly reflects the
company's narrow operating focus and relatively small scale.
Notwithstanding Caris' solid niche position as a diagnostic
services provider to the gastroenterology and dermatopathology
markets (with a small presence in hematopathology), the company is
much smaller and its offerings are much less diverse than those of
competitors like Quest Diagnostics Inc. and Laboratory Corp. of
America Holdings.  In addition, Caris must compete in its highly
fragmented markets with smaller providers.  Caris has a relatively
short track record of competing effectively with larger
competitors through its expertise in its subsectors, relationships
with referring physicians, and recruitment and retention of
pathologists.  Caris' organic growth has averaged more than 40%
over the last five years on a pro forma basis.  S&P believes it
will be very difficult for Caris to maintain this growth rate
given its now larger revenue base and the potential for
reimbursement pressure.


CATHOLIC CHURCH: Wilmington Parishes Lose $75 Million Ruling
------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that U.S. Bankruptcy Judge
Christopher Sontchi issued a 44-page opinion that $75 million held
by the Catholic Diocese of Wilmington Inc. was part of the
bankruptcy estate, thus can be distributed to sexual abuse
claimants and other creditors.  The Diocese has claimed that the
money was held in trust for parishes and schools.

Bloomberg recounts that the Diocese maintained a pooled investment
account holding $120 million belong to the diocese and 31
organizations.  The statutory creditors committee, mostly
representing abuse claimants, commenced an adversary proceeding in
December, seeking a determination that there was not a valid trust
so all the money could be used for creditors' claims.

According to Mr. Rochelle, after mediation failed to produce a
consensual resolution, Judge Sontchi held a four-day trial, and
issued a ruling that while there was a valid trust, he said that
the parishes and schools failed "to meet their burden of tracing
those funds." Consequently, the parishes and schools became
unsecured creditors for their $75 million and will be paid
alongside sexual-abuse claimants.

                 About the Diocese of Wilmington

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

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

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


CELESTICA INC: Fitch Upgrades Issuer Default Rating to 'BB'
-----------------------------------------------------------
Fitch Ratings has taken these rating actions on Celestica Inc.'s.
Issuer Default Rating and outstanding debt ratings:

  -- Long-term IDR upgraded to 'BB' from 'BB-';
  -- Senior Secured Credit Facility affirmed at 'BB+';
  -- Senior subordinated debt affirmed at 'BB-'.

Fitch has subsequently withdrawn all ratings as well.

The ratings upgrade reflects these considerations:

  -- Celestica retired its remaining debt in March 2010;

  -- Celestica's EBITDA margins have improved significantly over
     the past several years, from a low of 1.7% in early 2007 to
     4.4% for the LTM period ending March 2010.  The company's
     EBITDA margins remained largely steady through 2009 despite a
     20% decline in revenue over the prior period;

  -- Fitch expects Celestica to generate modest free cash flow
     based on revenue growth estimates of 10% in 2010 and mid-
     single digits thereafter.  A stable EBITDA margin in the mid-
     4% range and effectively no interest expense are significant
     drivers of the expectation for positive free cash flow
     generation, in addition to continued successful management of
     working capital requirements.

Rating strengths include:

  -- Celestica typically generates significant cash from reduced
     working capital during a downturn, as typical for businesses
     with significant working capital needs;

  -- Fitch believes that a long-term trend of increased
     outsourcing of manufacturing across multiple economic sectors
     will benefit the EMS industry in general;

  -- Celestica remains one of the largest global EMS providers
     with a blue chip customer base.

Ratings concerns include:

  -- Celestica's lack of vertical integration could inhibt growth
     and/or profitability going forward versus competitors which
     typically offer varying degrees of vertical integration.
     However, Celestica's model provides more financial
     flexibility than its competitors, particularly in a downturn;

  -- Celestica has significant customer concentration, as is
     typical for the EMS industry, with the top 10 customers
     representing approximately 70% of revenue in 2009 including 1
     customer that represented 17% of total revenue.

As of March 31, 2010, liquidity was solid and consisted of
$712 million of cash and a fully available $200 million senior
secured revolving credit facility which matures April 2011.
Celestica also utilizes an off-balance sheet account receivable
sales facility for additional liquidity purposes and had
$220 million of available borrowing capacity.

Celestica had no debt outstanding as of March 31, 2010, and
$30 million outstanding against its aforementioned off-balance
sheet account receivable sales facility.


CHELSEA HEIGHTS: Wants to Hire Ryan Swanson as Gen. Bankr. Counsel
------------------------------------------------------------------
Chelsea Height LLC has asked for authorization from the U.S.
Bankruptcy Court for the Western District of Washington to employ
Ryan, Swanson & Cleveland, PLLC, as general bankruptcy counsel.

RSC assists the Debtor in its restructuring effort.

Prium Tumwater Buildings LLC paid a $25,000 advance fee deposit to
RSC on the Debtor's behalf for services in the bankruptcy case
about June 17, 2010.  Prium Tumwater and the Debtor are owned
directly or indirectly by Prium Companies LLC.

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 Chelsea Heights LLC filed for Chapter 11
bankruptcy protection on June 18, 2010 (Bankr. W.D. Wash. Case No.
10-44959).  The Company estimated its assets and debts at
$10,000,001 to $50,000,000.


CHIRON PROPERTIES: Files for Chapter 11 Bankruptcy Protection
-------------------------------------------------------------
Business Journal of Boston reports that Chiron Properties -- and a
related company Vestcision LLC -- filed for Chapter 11 bankruptcy
protection, listing both assets and debts of between $1 million
and $10 million.  John M. McAuliffe, Esq., at McAulife &
Associates, represents the Company.

Chiron Properties makes pharmaceutical preparations.


CITIGROUP INC: Treasury Unloads Shares; Keeps 18% Stake For Now
---------------------------------------------------------------
Dow Jones Newswires' Meena Thiruvengadam reports that the U.S.
Treasury has sold a second tranche of Citigroup Inc. common stock,
bringing the government's profit from sales of the bank's shares
to more than $2 billion and reducing its ownership stake in the
company to about 18%.

According to Dow Jones, with the latest sale of 1.1 billion
shares, the Treasury has sold a total of 2.6 billion shares of
Citigroup stock, or about one-third of its holdings, at an average
price of $4.03 a share.  The Treasury paid $3.25 a share to
acquire the stock as part of a deal to provide Citigroup with
billions of dollars in aid through the Troubled Asset Relief
Program.  Citigroup received $45 billion in government bailout
money.

Dow Jones notes the Treasury earned less on its latest sale of
Citi shares than it did in the first sale.  Those shares fetched
$4.13 each, while the second sale fetched about $3.89 a share.

Dow Jones says the Treasury still holds 5.1 billion Citigroup
shares and plans to continue selling them "in an orderly fashion"
once a blackout related to Citigroup's second-quarter earnings
release ends.  That blackout period began Thursday, and the
Treasury said in May that it intended to sell as many as 1.5
billion shares before then.

"We are pleased that Treasury has profitably sold a third of its
common shares in Citi, adding to the substantial return for
taxpayers realized last year," said Jon Diat, a spokesman for
Citigroup, according to Dow Jones.

                         About Citigroup

Based in New York, Citigroup Inc. (NYSE: C) -- is a global
diversified financial services holding company whose businesses
provide a broad range of financial services to consumer and
corporate customers.  Citigroup has roughly 200 million customer
accounts and does business in more than 140 countries.
Citigroup's businesses are aligned in three reporting segments:
(i) Citicorp, which consists of Regional Consumer Banking (in
North America, EMEA, Asia, and Latin America) and the
Institutional Clients Group (Securities and Banking, including the
Private Bank, and Transaction Services); (ii) Citi Holdings, which
consists of Brokerage and Asset Management, Local Consumer
Lending, and a Special Asset Pool; and (iii) Corporate/Other.

As reported in the Troubled Company Reporter on November 25, 2008,
the U.S. government entered into an agreement with Citigroup to
provide a package of guarantees, liquidity access, and capital.
The U.S. Treasury and the Federal Deposit Insurance Corporation
agreed to provide protection against the possibility of unusually
large losses on an asset pool of roughly $306 billion of loans and
securities backed by residential and commercial real estate and
other such assets, which will remain on Citigroup's balance sheet.
As a fee for this arrangement, Citigroup issued preferred shares
to the Treasury and FDIC.  The Federal Reserve agreed to backstop
residual risk in the asset pool through a non-recourse loan.

Citigroup, the third-biggest U.S. bank, received $45 billion in
bailout aid.  Other bailed-out banks, including Bank of America
Corp., Wells Fargo & Co., have pledged to repay TARP money.
JPMorgan Chase & Co., Goldman Sachs Group Inc. and Morgan Stanley,
repaid TARP funds in June.  Citigroup is selling assets to repay
the bailout funds.

Citigroup is one of the banks that, according to results of the
government's stress test, need more capital.


CITY OF CENTRAL FALLS: Moody's Maintains 'B3' Rating on Bonds
-------------------------------------------------------------
Moody's has received confirmation that the City of Central Falls
RI has repaid in full and on time its $4 million tax anticipation
note, due June 30, 2010.  Given the city's strained cash position
and the magnitude of the payment Moody's had previously noted the
heightened risk of payment default on the TAN.  The city is
currently in the process of transitioning from a court appointed
receiver to state oversight following the recent adoption (June
14) of state legislation establishing a roadmap for aiding
municipalities in fiscal distress.  It has yet to be determined
which stage of the oversight process Central Falls would fall
under; however state receivership remains a possibility.

Moody's maintains a B3 rating, affecting approximately
$17.1 million in unlimited tax general obligation outstanding
debt.  The rating remains on review reflecting the possibility for
further downgrade.  Further assessment of the city's financial
position and liquidity levels, as well as the level and form of
state oversight, will be factored into Moody's assessment of the
city's credit quality.  The city had been projecting a $3 million
shortfall (17% of revenues) for the 2010 fiscal year and projected
a $5 million budget gap for fiscal 2011, a sizable 28% of
operations.  The next debt service payment date is scheduled for
July 15, 2010.

The last rating action with respect to the City of Central Falls
(RI), was on May 25, 2010, when a rating of B3 was assigned and
the city was placed under review of possible downgrade.


CLEARPOINT BUSINESS: Meeting to Form Creditors Committee July 8
---------------------------------------------------------------
Roberta A. DeAngelis, Acting United States Trustee for Region 3,
will hold an organizational meeting on July 8, 2010, at 11:00 a.m.
in the bankruptcy case of ClearPoint Business Resources, Inc., et
al.  The meeting will be held at J. Caleb Boggs Federal Building,
844 King Street, Room 5209, Wilmington, DE 19801.

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

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

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

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

ClearPoint is represented by Jamie Lynne Edmonson of Bayard.

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


CMP SUSQUEHANNA: Moody's Upgrades Corp. Family Rating to 'Caa1'
---------------------------------------------------------------
Moody's Investors Service upgraded CMP Susquehanna Corporation's
Corporate Family Rating and Probability of Default Rating, each to
Caa1 from Caa3.  Additionally, CMP's senior secured credit
facilities ($95.4 million revolver due May 2012 and $618 million
term loan due 2013) were upgraded to Caa1 from Caa3 and its 9.875%
Senior Subordinated Notes due 2014 were upgraded to Caa3 from Ca.
CMP's speculative grade liquidity rating has been revised to SGL-3
from SGL-4.  The rating outlook is stable.  This concludes the
review initiated on April 28, 2010.

The upgrades follow last year's distressed debt exchange and
ensuing reduction in leverage and debt service costs, and further
reflect a more pronounced rebound in advertising spending across
CMP's large market stations than previously expected, which should
translate into at least mid-to-high single-digit revenue growth in
2010 and a corresponding reduction in debt-to-EBITDA leverage from
10.6x (incorporating Moody's standard adjustments) at March 31,
2010 to less than 9.0x by year end (approximately 8.0x based on a
net debt calculation).  Of note, the maximum leverage ratio
financial maintenance covenant is expected to continue to track
closely to performance, but is now deemed unlikely to be violated.
Despite CMP's improved operating performance during the first half
of 2010, leverage continues to remain high and in line with the
Caa rating category.  Refinancing of debt facilities would be
challenging if the company were not able to further reduce
leverage.

CMP's SGL-3 speculative grade liquidity rating reflects the
company's deemed adequate liquidity profile and Moody's
expectation that covenant cushion, while improving over the next
twelve months, may still fall to approximately 10% in the first
half of 2011 as the total leverage covenant continues to step-
down.

Moody's has taken these rating actions:

Issuer -- CMP Susquehanna Corporation

* Corporate Family Rating -- to Caa1 from Caa3

* Probability of Default Rating -- to Caa1 from Caa3

* Senior secured credit facilities due 2012 / 2013 -- to Caa1 (LGD
  3, 48%) from Caa3 (LGD 3, 48%)

* Senior subordinated notes due 2014 -- to Caa3 (LGD 6, 96%) from
  Ca (to LGD 6, 96%)

* Speculative Grade Liquidity Rating -- to SGL-3 from SGL-4

The rating outlook is stable.

CMP's Caa1 CFR reflects a still very highly leveraged balance
sheet, with debt-to-EBITDA of 9.5x incorporating Moody's standard
adjustments and subtracting cash balances.  Also weighing on the
rating is the company's substantial revenue concentration in two
markets (San Francisco and Dallas/Fort Worth), concern about its
small, but improving, cushion under the maximum leverage covenant,
as well as the maturity and inherent cyclicality of the radio
industry.  The rating does consider the company's 6.2% revenue
growth realized during the fiscal quarter ending March 2010, along
with additional growth as expected for the remainder of the year.
EBITDA/Interest coverage of 2.6x improved with the exchange offer
given an approximate $16.7 million reduction in annual interest
expense to the current annual run rate of $27 million reflecting
an average 3.6% interest rate.  The term loan and revolver notably
remain attractively priced at LIBOR + 2.0% and LIBOR + 2.25%,
respectively.  Refinancing in the current market would likely
materially increase interest rates above these levels.

Total funded debt of $737 million as of March 31, 2010 is down
$205 million from reported debt of $942 million at December 31,
2008, due largely to the exchange which closed on May 2009
resulting in a net debt reduction of $161 million as well as
$39 million in term loan repayments over this period.  With the
recent revolver pay down leaving $50 million outstanding under the
$95.4 million commitment, cash balances remain adequate at more
than $40 million.  Moody's expects the company to generate
sufficient cash flow to reduce revolver outstandings to zero prior
to its May 2012 maturity.

The last rating action on CMP occurred on April 28, 2010, when
Moody's placed CMP's ratings under review for possible upgrade.

CMP Susquehanna Corp., headquartered in Atlanta, Georgia, is a
wholly-owned subsidiary of Cumulus Media Partners LLC, the private
partnership formed by Cumulus Media, Inc., and a consortium of
private equity sponsors.  CMP Susquehanna Corp. owns and operates
32 radio stations in nine metropolitan markets in the U.S.  The
company's reported revenues of $171 million for the twelve months
ended March 31, 2010.


CMR MORTGAGE: Gets OK to Incur Unsecured Loan from Greg Abrams
--------------------------------------------------------------
The Hon. Thomas E. Carlson of the U.S. Bankruptcy Court for the
Northern District of California authorized CMR Mortgage Fund II,
LLC, et al., to incur debt and obtain an unsecured loan from Greg
Abrams for $200,000 at the rate of 10% per annum payable monthly;
provided, however, that there will be no additional default
interest.

The Debtors' obligation to repay the loans is allowed as an
administrative expense under Bankruptcy Code Section 503(b)(1).

San Francisco, California-based CMR Mortgage Fund II, LLC, is a
limited liability company organized for the purpose of making or
investing in business loans secured by deeds of trust or mortgages
on real properties located primarily in California.   The Company
previously funded lending activities through loan pay downs or pay
offs, as well as by selling its membership interests, and by
selling all or a portion of interests in the loans to individual
investors.  The Company commenced operations in February 2004.
The Company ceased accepting new members in the third quarter of
2006.

The Company and CMR Mortgage Fund III, LLC, filed for Chapter 11
protection on March 31, 2009 (Bankr. N. D. Calif. Case No. 09-
30788 and 09-30802).  Robert G. Harris, Esq., at the Law Offices
of Binder and Malter, represents the Debtor as counsel.  The
Debtor listed between $10 million and $50 million each in assets
and debts.


CMR MORTGAGE: Reorganization Plan Confirmation Set for August 4
---------------------------------------------------------------
The Hon. Thomas E. Carlson of the U.S. Bankruptcy Court for the
Northern District of California will consider on August 4, 2010,
at 9:30 a.m., the confirmation of CMR Mortgage Fund II, LLC, et
al.'s Plan of Reorganization.  The hearing will be held at
Courtroom 23, 235 Pine Street, San Francisco, California.
Objections, if any, are due on July 28, at 6:00 p.m., Pacific
Daylight Time.

Ballots must be received not later than 5:00 p.m. on July 28.

As reported in the Troubled Company Reporter on May 4, the Plan
provides for the substantive consolidation of the Debtors'
Chapter 11 cases.  The Plan also utilizes the wind-down trust,
under the overall management of the wind-down trustee, to
liquidate all assets of the consolidated estate, for the benefit
of claimants and interest holders, and otherwise administer the
Chapter 11 cases.  On the effective date, all assets, including
litigation claims as assets, of the consolidated estate will be
placed in the wind-down trust.

A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/CMRMortgage_DS624.pdf

                    About CMR Mortgage Fund II

San Francisco, California-based CMR Mortgage Fund II, LLC, is a
limited liability company organized for the purpose of making or
investing in business loans secured by deeds of trust or mortgages
on real properties located primarily in California.   The Company
previously funded lending activities through loan pay downs or pay
offs, as well as by selling its membership interests, and by
selling all or a portion of interests in the loans to individual
investors.  The Company commenced operations in February 2004.
The Company ceased accepting new members in the third quarter of
2006.

The Company and CMR Mortgage Fund III, LLC, filed for Chapter 11
protection on March 31, 2009 (Bankr. N. D. Calif. Case No. 09-
30788 and 09-30802).  Robert G. Harris, Esq., at the Law Offices
of Binder and Malter, represents the Debtor as counsel.  The
Debtor listed between $10 million and $50 million each in assets
and debts.


COLT DEFENSE: Moody's Downgrades Corporate Family Rating to 'B2'
----------------------------------------------------------------
Moody's Investors Service has downgraded Colt Defense LLC's
corporate family rating to B2 from B1.  The rating outlook is
stable.  The downgrade reflects a weakened 2010 performance
outlook from deferral of a large, foreign military M4 carbine
order, and less certainty that production rates, beyond 2010, will
return to 2008/2009 levels.  This action concludes the review for
possible downgrade of Colt's ratings that began April 2, 2010.

The B2 corporate family rating encompasses customer/product
concentration, high leverage and less clear prospect of M4
production rates, against a large cash balance and Colt's
incumbency on the M4.  In January 2010 Colt's largest customer,
the U.S. Army, conducted a Market Survey for an M4 modification
kit to improve the weapon's performance.  As well, in May 2010 the
Army conducted a Sources Sought for a new carbine competition.
These developments could signal less satisfaction with the M4 as
the U.S. military's standard issue carbine of the future.  If the
U.S. military were to move away from the M4, Colt's long-term
foreign sales prospects could also become more vulnerable.  To
date Colt has produced about 500,000 M4 carbine's for the U.S.
military but production rates for the U.S. military have declined
of late with the modification kit development.  Colt's 12-month
backlog is likely sufficient to maintain a low but still positive
profitability level.

The stable outlook reflects several positives that should support
the B2 rating despite expectation of weak 2010 credit metrics.
The outlook recognizes potential for the large foreign military
order deferred in 2010 to occur in 2011 and for Colt to realize
2011 revenues from M4 modification kits -- either of these
developments could help materially improve earnings from current
levels.  Moreover, the company holds a large cash balance that
offers flexibility to weather a prolonged period of soft
production.  According to Moody's Assistant Vice President, Bruce
Herskovics, "Although credit metrics will considerably weaken in
2010 and greater challenges to the M4's long-term growth
trajectory may be surfacing, production capacity, ownership of the
M4 technical data package, and the M16/M4 family's historical
resilience, add weight to the likelihood of rating stability." The
stable outlook considers that even if the U.S. military opted for
a new standard issue carbine, deliveries would probably not
commence for about three years.

Downward rating pressure would mount if an earnings rebound in
2011 appears unlikely, or if liquidity profile adequacy comes into
question.  Since ongoing access to the company's $50 million
revolving credit facility will require amended covenant compliance
terms that have not yet been arranged, the large cash balance
alone currently sustains liquidity profile adequacy.  Upward
rating pressure would grow with expectation of a higher, more
stable revenue base, and a debt to EBITDA ratio below 3.5 times;
the foregoing would likely coincide with greater clarity of the
U.S. Army's long-term carbine plan and a backlog approaching
$300 million.

The ratings:

  -- Corporate family and probability of default ratings, to B2
     from B1

  -- $250 million senior unsecured notes due 2017, to B3 LGD4, 58%
     from B2 LGD4, 58%

Moody's last rating action on Colt occurred April 2, 2009 when the
B1 corporate family rating was placed under review for possible
downgrade.

Colt Defense LLC, headquartered in West Hartford, CT, manufactures
small arms including the M4 carbine and M16 rifle for the U.S.
military, U.S. law enforcement agencies, and foreign allied
militaries.


COLTS RUN: Cash Collateral Hearing Continued Until August 4
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
has continued until August 4, 2010, at 10:00 a.m., the hearing on
Colts Run, L.L.C.'s request for access to PNC Bank, National
Association's cash collateral.  The hearing will be held at
Courtroom 644, 219 South Dearborn, Chicago, Illinois.

As reported in the Troubled Company Reporter on May 6, PNC Bank
asserts a senior position mortgage lien and claim against the
Debtor's residential apartment project in Lexington, Kentucky,
known as Colts Run Apartments, which purportedly secures a senior
mortgage indebtedness of roughly $19,000,000.  Residential
apartment units at the Property lease for rentals ranging from
$799 to $1,399.  The current occupancy rate at the property is
88.9% and is generally increasing.  The Bank also asserts a junior
mortgage lien and claim.

The Debtor will use the cash collateral to fund its Chapter 11
case, pay suppliers and other parties.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will allow the bank to inspect, upon
reasonable notice, within reasonable hours, the Debtor's books and
records.  The Debtor will maintain and pay premiums for insurance
to cover its assets from fire, theft and water damage.  The Debtor
will, upon reasonable request, make available to the Bank evidence
of that which purportedly constitutes its collateral or proceeds.
The Debtor will also maintain the property in good repair and
properly manage the property.

                       About Colts Run, LLC

Lake Forest, Illinois-based Colts Run, LLC, owns and operates a
residential apartment project located in Lexington, Kentucky,
known as Colts Run Apartments.  The Company filed for Chapter 11
bankruptcy protection on April 23, 2010 (Bankr. N.D. Ill. Case No.
10-18071).  David K. Welch, Esq., at Crane Heyman Simon Welch &
Clar, assists the Company in its restructuring effort.  The
Company estimated its assets and debts at $10,000,001 to
$50,000,000.


COLTS RUN: PNC Bank Sees Fraud, Wants Chapter 11 Trustee Appointed
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
has continued until August 4, 2010, at 10:00 a.m., the hearing on
the motion to appoint a Chapter 11 trustee in the case of Colts
Run, LLC.  The hearing will be held at Courtroom 644 219 South
Dearborn, Chicago, Illinois.

Secured creditor, PNC Bank, National Association, sought for the
appointment of a Chapter 11 trustee because the Debtor:

   a. failed to pay real estate taxes, requiring PNC to pay those
      taxes to avoid the imposition of a tax lien;

   b. withdrew funds from the security deposit accounts, in
      violation of applicable law;

   c. failed to make any payment on account of its indebtedness to
      PNC from February 1, through the petition date; and

   d. notwithstanding the foregoing, made a distribution to
      holders of equity interests.

According to PNC, these derelictions of the Debtor's
responsibilities constitute incompetence, or gross mismanagement;
more likely, they evidence fraud and dishonesty.

                       About Colts Run, LLC

Lake Forest, Illinois-based Colts Run, LLC, owns and operates a
residential apartment project located in Lexington, Kentucky,
known as Colts Run Apartments.  The Company filed for Chapter 11
bankruptcy protection on April 23, 2010 (Bankr. N.D. Ill. Case No.
10-18071).  David K. Welch, Esq., at Crane Heyman Simon Welch &
Clar, assists the Company in its restructuring effort.  The
Company estimated its assets and debts at $10,000,001 to
$50,000,000.


CONKLIN LLC: Case Summary & 3 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Conklin, LLC
        P.O. Box 775
        Belvidere, IL 61008

Bankruptcy Case No.: 10-73217

Chapter 11 Petition Date: June 28, 2010

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

Judge: Manuel Barbosa

Debtor's Counsel: Bernard J. Natale, Esq.
                  Law Office of Bernard J. Natale, Ltd.
                  6833 Stalter Drive
                  Suite 201
                  Rockford, IL 61108
                  Tel: (815) 964-4700
                  Fax: (815) 227-5532
                  E-mail: natalelaw@bjnatalelaw.com

Scheduled Assets: $523,692

Scheduled Debts: $1,230,905

A list of the Company's 3 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ilnb10-73217.pdf

The petition was signed by Joey Sanfilippo, manager.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Courtyard Apartments, LLC              10-73219    06/28/10

Foxwood Village Apartments, LLC        10-73221    06/28/10

Somerset Partners, LLC                 10-73224    06/28/10


CORUS BANKSHARES: U.S. Trustee Forms 5-Member Creditors Committee
-----------------------------------------------------------------
William T. Neary, the U.S. Trustee for Region 11, appointed five
members to the official committee of unsecured creditors in
the Chapter 11 cases of Corus Bankshares, Inc.

The Creditors Committee members are:

1. U.S. Bank, N.A.
   as Indenture Trustee for Corus Statutory Trusts I, III & V
   Attn: James H. Byrnes

2. The Bank of New York, Mellon Trust Company, N.A.
   as Indenture Trustee for Corus Statutory
   Trust II, IV, VI, VIII & IX
   Attn: J. Chris Matthews

3. Wilmington Trust Company
   as Indenture Trustee for Corus Statutory
   Trusts VII, X & XIII
   Attn: Steven Cimalore

4. Wells Fargo Bank, N.A.
   as Indenture Trustee for Corus  Statutory Trust XII
   Attn: James R. Lewis

5. Bank of America, N.A.
   as Indenture Trustee Trustee for Corus Statutory Trust XI
   Attn: Michael D. Messersmith

                     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.


COURTYARD APARTMENTS: Case Summary & 4 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Courtyard Apartments, LLC
        P.O. Box 775
        Belvidere, IL 61008

Bankruptcy Case No.: 10-73219

Chapter 11 Petition Date: June 28, 2010

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

Judge: Manuel Barbosa

Debtor's Counsel: Bernard J. Natale, Esq.
                  Law Office of Bernard J. Natale, Ltd.
                  6833 Stalter Drive
                  Suite 201
                  Rockford, IL 61108
                  Tel: (815) 964-4700
                  Fax: (815) 227-5532
                  E-mail: natalelaw@bjnatalelaw.com

Scheduled Assets: $3,166,825

Scheduled Debts: $6,275,333

A list of the Company's 4 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ilnb10-73219.pdf

The petition was signed by Joey Sanfilippo, manager.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Conklin, LLC                           10-73217    06/28/10

Foxwood Village Apartments, LLC        10-73221    06/28/10

Somerset Partners, LLC                 10-73224    06/28/10


COWLITZ BANCORPORATION: Submits to Hearing Before Nasdaq Panel
--------------------------------------------------------------
Cowlitz Bancorporation disclosed that its hearing before the
Nasdaq Stock Market Hearings Panel was held on June 24, 2010.  At
the hearing, the Company presented an updated plan to regain
compliance with two Nasdaq Listing Rules with which it is not in
compliance and requested a 90-day exception to the continued
listing standards.  The Company is actively seeking capital and is
in discussions with several potential investors.  The additional
time was requested to allow the Company to remain listed on Nasdaq
while continuing in its efforts to complete a capital transaction.

The Company previously announced that on May 12, 2010, it received
a delisting determination letter from Nasdaq due to the Company
not being in compliance with the minimum 500,000 publicly held
shares requirement set forth in Listing Rule 5550(a)(4).  For
Nasdaq purposes, the number of publicly held shares is equal to
total shares outstanding less any shares held by officers,
directors or beneficial owners of more than 10 percent of the
total shares outstanding.  The Company also received notice from
Nasdaq on May 18, 2010 that the Company's total stockholders'
equity reported as of March 31, 2010 fell below the required
minimum of $2.5 million for continued listing under Listing Rule
5550(b)(1). The Company requested a hearing before the Panel to
appeal the delisting determination.  Such request stayed the
suspension of trading and delisting of the Company's common shares
from The Nasdaq Capital Market pending the Panel's decision after
the hearing.

Under Nasdaq's Listing Rules, the Panel may, in its discretion,
grant an exception to the continued listing standards for a
maximum of 180 calendar days from the date of the delisting
determination, or through November 8, 2010.  However, there can be
no assurances that the Panel will grant such exception.  The Panel
has up to 30 days from the date of the hearing to make its
decision.

In the event the Company's stock is ultimately delisted after the
appeals process, the Company anticipates that its common stock
would be eligible to trade on the OTC Bulletin Board or in the
"Pink Sheets."  However, securities may become eligible for such
trading only if a market maker makes application to register and
quote the security in accordance with SEC Rule 15c2-11, and such
application is cleared.  Only a market maker may file such
application.


CRUCIBLE MATERIALS: PBGC Reaches Settlement Deal on ERISA Dispute
-----------------------------------------------------------------
The Pension Benefit Guaranty Corp. has reached a settlement with
Crucible Materials Corp. and its committee of unsecured creditors
over funding for the now-defunct metal supplier's six pension
plans, Bankruptcy Law360 reports.

According to Law360, the debtor filed a motion Tuesday asking the
U.S. Bankruptcy Court for the District of Delaware to approve the
settlement, which reduces the PBGC's claims against Crucible by
$87 million.

                     About Crucible Materials

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

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

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


DBSI INC: Beazer Buys $6.45 Million in Lots
-------------------------------------------
Bill Rochelle at Bloomberg News reports that the Chapter 11
trustee for DBSI Inc. received authorization to sell 232 lots in
Maricopa Country, Arizona, for $6.45 million to a subsidiary of
Beazer Homes USA Inc.  The price worked out to $27,800 for each
lot.

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 (Doc. 4375) appointing
James R. Zazzali as Chapter 11 trustee for the Debtors' estates.


DELPHI FINANCIAL: Moody's Affirms Junior Debt Ratings at 'Ba1'
--------------------------------------------------------------
Moody's Investors Service has affirmed the ratings of Delphi
Financial Group, Inc. (senior debt at Baa3) and its operating
companies: Reliance Standard Life Insurance Company (Reliance
Standard, insurance finance strength rating at A3) and Safety
National Casualty Corporation (Safety National, IFS rating at A3).
The outlook for the companies was changed to stable from negative.

Moody's commented that the rating affirmation is based primarily
on the company's solid, stable operating earnings and the
established market position of its wholly-owned primary life
insurance company, Reliance Standard, in the group employee
benefits market, as well as Delphi's ownership of Safety National,
an excess worker's compensation insurer.  In addition, Reliance
Standard is well positioned in the small to medium size case group
employee benefits market and its solid underwriting discipline is
demonstrated by its consistently strong combined ratio for this
business.

According to Moody's Senior Vice President Scott Robinson, "The
change in outlook to stable largely reflects Delphi's solid
operating performance, and the improvement in financial
flexibility and regulatory capital."

Commenting on Delphi's improved financial flexibility, the rating
agency noted the company's issuance of $250 million of senior
notes, which were used to repay the $222 million outstanding on
its bank credit facility at the beginning of first quarter 2010.
This increases interest costs, but quells potential refinancing
risk associated with the credit facility.  In addition to an
improvement in Delphi's capital structure, Moody's analysis
indicates that in a severe downside scenario -- Moody's stress
case -- Delphi's regulatory capital levels at its operating
subsidiaries remain relatively robust.  That said, Moody's notes
that Safety National remains subject to catastrophic losses and a
portion of its capital consists of lower quality affiliated
investments.

According to Moody's, a downgrade of Delphi's ratings could occur
if: 1) investment losses were anticipated to exceed $200 million
in 2010; 2) the consolidated NAIC RBC ratio fell below 250% at
Reliance Standard or 170% at Safety National; or 3) consolidated
adjusted financial leverage of Delphi rose above 30%.

Conversely, the rating could be moved up if 1) investment losses
are anticipated to be less than $50 million for 2010, 2) the
adjusted financial leverage is maintained below 30%, and 3) cash
coverage is increased to 5x.

These ratings were affirmed with a stable outlook:

* Delphi Financial Group, Inc. -- senior unsecured debt at Baa3,
  junior subordinate debt at Ba1;

* Reliance Standard Life Insurance Company -- insurance financial
  strength rating at A3;

* Safety National Casualty Corp. -- insurance financial strength
  rating at A3;

* Reliance Standard Life Global Funding -- senior secured rating
  at A3;

* Delphi Funding L.L.C. -- preferred shelf at (P)Ba1

The last rating action on Delphi Financial was taken on January
13, 2010 when Moody's assigned a Baa3 (negative outlook) debt
rating to the $250 million of fixed rate senior unsecured notes,
maturing in January 2020 issued by Delphi Financial Group, Inc.

Delphi Financial Group, Inc., has its operations headquartered in
New York, New York.  At March 31, 2010, it held $7.1 billion in
assets and shareholders' equity was $1.4 billion.

Moody's insurance financial strength ratings are opinions of the
ability of insurance companies to punctually pay senior
policyholder claims and obligations.


DONALD KELLAND: Gets Bankruptcy Court Approval to Sell Property
---------------------------------------------------------------
The Hon. Redfield T. Baum, Sr., of the U.S. Bankruptcy Court for
the District of Arizona authorized Donald Kelland and Noel Kelland
to sell their property free and clear of liens and encumbrances.

Phoenix, Arizona-based Donald Kelland and Noel Kelland filed for
Chapter 11 bankruptcy protection on Nov. 15, 2009 (Bankr. D. Ariz.
Case No. 09-29392).  Berry & Branch, PLLC, assists the Debtors in
their restructuring efforts.  The Company listed $10,000,001 to
$50,000,000 in assets and $10,000,001 to $50,000,000 in
liabilities.


DREIER LLP: Client Loses Bid to Stay Blackstone Settlement
----------------------------------------------------------
A judge on Wednesday denied former Dreier LLP client Paul Gardi's
request to stay a settlement involving the defunct law firm and a
Blackstone Group affiliate that invested in an illegal scheme
allegedly run by the firm's disgraced founder, Marc S. Dreier,
according to Bankruptcy Law360.

Judge Stuart M. Bernstein issued a ruling from the bench in the
U.S. Bankruptcy Court for the Southern District of New York
denying Gardi's request to stay the initial approval, Law360 says.

                         About Dreier LLP

Marc Dreier founded New York-based law firm Dreier LLP --
http://www.dreierllp.com/-- in 1996.

On December 8, 2008, the U.S. Securities and Exchange Commission
filed a suit, alleging that Mr. Dreier made fraudulent offers and
sales of securities in several cities, selling fake promissory
notes to hedge and other private investment funds.  The SEC
asserted that Mr. Dreier also distributed phony financial
statements and audit opinions, and recruited accomplices in
connection with that scheme.  Mr. Dreier has been charged by the
U.S. government for conspiracy, securities fraud and wire fraud
before the U.S. District Court for the Southern District of New
York (Manhattan) (Case No. 09-cr-00085-JSR).

Dreier LLP sought chapter 11 protection (Bankr. S.D.N.Y. Case No.
08-15051) on Dec. 16, 2008.  Stephen J. Shimshak, Esq., at Paul,
Weiss, Rifkind, Wharton & Garrison LLP, has been retained as
counsel.  The Debtor listed assets between $100 million and
$500 million, and debts between $10 million and $50 million in
its filing.

Wachovia Bank National Association, Sheila M. Gowan as trustee for
Dreier LLP's Chapter 11 Estate, and Steven J. Reisman as post-
confirmation representative of the bankruptcy estate of
360networks (USA) Inc. signed a petition that put Mr. Dreier into
bankruptcy under Chapter 7 on January 26, 2009 (Bankr. S.D.N.Y.
Case No. 09-10371).


DYNAMIC BUILDERS: Can Sell Property to D & K for $6.7 Million
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized Dynamic Builders, Inc., to sell its interest in a
commercial property located at 1151 S. Boyle Avenue, Los Angeles,
California to D & K Properties, LLC, or its assignee for
$6,718,000.

The Debtor is also authorized to employ Lee & Associates Commerce,
Inc. to assist in the sale of the property and to pay a 5.5%
commission to Lee & Associates from the sale proceeds, of which 3%
will go to the cooperating broker.

All net proceeds after payment of commissions, closing costs,
prorated taxes and similar items will be paid to City National
Bank to apply to and reduce its secured claim.

The Debtor is represented by:

     Todd C. Ringstad, Esq.
       E-mail: todd@ringstadlaw.com
     Nanette D. Sanders, Esq.
       E-mail: nanette@ringstadlaw.com
     Ringstad & Sanders, LLP
     2030 Main Street, Suite 1200
     Irvine, CA 92714
     Tel: (949) 851-7450
     Fax: (949) 851-6926

                    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.


EATON MOERY: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Eaton Moery Environmental Services, Inc.
          dba Delta Environmental Services, Inc.
        1784 Highway 1 North
        Wynne, AR 72396

Bankruptcy Case No.: 10-14713

Chapter 11 Petition Date: June 30, 2010

Court: U.S. Bankruptcy Court
       Eastern District of Arkansas (Helena)

Judge: James G. Mixon

Debtor's Counsel: James F. Dowden, Esq.
                  James F. Dowden, P.A.
                  212 Center Street, 10th Floor
                  Little Rock, AR 72201
                  Tel: (501) 324-4700
                  Fax: (501) 374-5463
                  E-mail: jfdowden@swbell.net

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

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

According to the schedules, the Debtor says that assets total
$10,037,800 while debts total $6,759,640.

The petition was signed by Glen Eaton, president.

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Environmental Specialists Intl     --                     $233,000
7943 Pecue Lane, Suite A
Baton Rouge, LA 70809

Delta Disposal Inc                 --                     $151,067
P.O. Box 2502
Jonesboro, AR 72402

Evans Petree Bogatin               --                     $147,600
1661 International Place #300
Memphis, TN 38120

Santeck Enviro of Arkansas         --                     $136,500

Internal Revenue Service           --                     $135,000
Special Procedures

Craighead Co Solid Waste           --                      $81,259

ADEQ                               --                      $75,000

Hertz Equip Rental                 --                      $66,565

Jones & Company LTD                --                      $66,017

Crittendon Co Sanitation           --                      $60,634

Helena/West Helena Landfill        --                      $60,247

Bryan Moery                        --                      $60,000

Hudson Cisne                       --                      $40,400

B&B Disposal                       --                      $22,891

Locke Lord Bissell Liddell LLP     --                      $22,655

Jackson Co Landfill                --                      $14,975

NEA Regional Solid Waste           --                      $14,726

Glen Eaton                         --                      $10,000

Downing Sales & Svc                --                       $6,104

Dayhelp LLC                        --                       $5,000


EVAN ALLRED: Voluntary Chapter 11 Case Summary
----------------------------------------------
Joint Debtors: Evan LaDell Allred
               Vickie Lynette Allred
               3701 State Route 208
               Wellington, NV 89444
               Tel: (775) 532-8088

Bankruptcy Case No.: 10-52518

Chapter 11 Petition Date: June 26, 2010

Court: U.S. Bankruptcy Court
       District of Nevada (Reno)

Judge: Gregg W. Zive

Debtor's Counsel: Illyssa I. Fogel, Esq.
                  P.O. BOX 437
                  25 N. US Highway 95 S.
                  McDermitt, NV 89421
                  Tel: (775) 532-8088
                  Fax: (775) 532 8099
                  E-mail: ifogel@iiflaw.com

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

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

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

The petition was signed by the Joint Debtors.


FAIRFIELD RESIDENTIAL: Files Third Amended Reorganization Plan
--------------------------------------------------------------
Fairfield Residential LLC, et al., filed with the U.S. Bankruptcy
Court for the District of Delaware a Plan of Reorganization,
amended as of June 14, 2010.

As reported in the Troubled Company Reporter on March 12, the Plan
contemplates and is predicated upon transfer of the Liquidating
Assets and certain of the Debtors' liabilities, including Claims,
into the Fairfield Trust.  Newco will be formed on or before the
effective date by the New Money Investors and Management as a new
entity, which will purchase and subsequently hold, directly or
indirectly, all of the Reorganized Fairfield Assets.  Fairfield
will receive 10% of the membership interests.

According to the amended Plan, the New Money Investors will
provide an aggregate commitment of $100 million for investment in
multifamily acquisitions; pursuant to the terms and conditions of
the Definitive New Money Documents.

The New Money Investors are comprised of Brookfield Asset
Management, Inc., or Brookfield and California State Teachers'
Retirement System.

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

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

The Debtors are represented by:

     Richards, Layton & Finger, P.A.
     Daniel J. DeFranceschi, Esq.
     Paul N. Heath, Esq.
     920 North King Street
     Wilmington, DE 19801
     Tel: (302) 651-7700
     Fax: (302) 651-7701

     Paul, Hastings, Janofsky & Walker LLP
     Richard A. Chesley, Esq.
     Kimberly D. Newmarch, Esq.
     191 North Wacker Drive, 30th Floor
     Chicago, IL 60606
     Tel: (312) 499-6000
     Fax: (312) 499-6100

                   About Fairfield Residential

San Diego, California-based Fairfield Residential LLC is a fully
integrated multifamily housing company that through its various
subsidiaries provides a diverse mix of services to a wide range of
investors, joint venture partners and clients.  FFR either
directly or indirectly acts as a general partner or managing
member of, and owns varying stakes in, a number of project level
operating companies.

The Company and its affiliates -- FF Development, Inc., et al. --
filed for Chapter 11 bankruptcy protection on December 13, 2009
(Bankr. D. Delaware Case No. 09-14378).  Daniel J. DeFranceschi,
Esq.; Lee E. Kaufman, Esq.; Paul Noble Heath, Esq.; and Travis A.
McRoberts, Esq., at Richards, Layton & Finger, P.A., assist the
Debtors in their restructuring efforts.  The Official Committee of
Unsecured Creditors is represented by Brett H. Miller, Esq.,
Stefan W. Engelhardt, Esq., and Melissa A. Hager, Esq., at
Morrison & Foerster LLP; and William E. Chipman Jr., Esq., Kerri
K. Mumford, Esq., and Kimberly A. Brown, Esq., at Landis Rath &
Cobb LLP.  Fairfield Residential listed $100,000,001 to
$500,000,000 in assets and more than $1,000,000,000 in
liabilities.  Dow Jones says Fairfield listed assets worth
$958 million and liabilities of nearly $835 million.


FAIRPOINT COMMS: Appoints Ajay Sabherwal as its New CFO
-------------------------------------------------------
BankruptcyData.com reports that FairPoint Communications said that
it appointed Ajay Sabherwal as its new chief financial officer,
effective July 19, 2010.  Sabherwal, 44, is the chief financial
officer of Mendel Biotechnology and previously held the same title
at Aventine Renewable Energy.  He has 16 years of experience in
the telecommunications industry, including as C.F.O. at Choice One
Communications.

                   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.


FAIRPOINT COMMS: Maine Regulators Approve Bankruptcy Plan
---------------------------------------------------------
The Maine Public Utilities Commission approved under Maine law,
the regulatory settlement which is a component of FairPoint's
bankruptcy reorganization plan.  In a two-to-one vote, the
Commission approved FairPoint's request to modify the timing and
extent of their broadband plan expansion which had been originally
adopted as part of the January 2008 merger approval - the
Commission's decision which lead to FairPoint's take-over of the
Verizon telecommunications network.

Commission Chair Sharon Reishus and Commissioner Jack Cashman
approved the entire package of regulatory changes presented by
FairPoint: "FairPoint's financial restructuring and shedding of
$1.7 billion in debt is certainly in the interests of Maine
ratepayers -- the company will emerge a healthier, more stable
company able to service Maine telephone customers," stated
Commission Chair Sharon Reishus.  "We have concerns about the
proposed reductions in scope and implementation of the promised
broadband expansion and pricing.  However Maine ratepayers will be
best served by FairPoint's successful emergence from bankruptcy
and the protection of the broadband commitments that remain."
Commissioner Cashman added, "In a bankruptcy, everyone gives up
something.  In this agreement the tools for maintaining service
quality and for enforcement remain untouched."

Commissioner Vafiades voted against approving the changes
requested by FairPoint: "FairPoint has made promises to this
Commission and to Maine consumers.  The Company is using the
bankruptcy process to reneg on broadband commitments which were a
central aspect of approving the FairPoint takeover of the Verizon
phone network.  These changes were not required by bankruptcy
court and are a disservice to rural customers."

FairPoint had specifically requested the following changes to the
conditions set forth in the 2008 Merger Order: a delay from April
to December 2010 of the completion deadline for the first phase of
the Company's broadband expansion project; authorization to reduce
by 3% of the percentage of lines that will be capable of carrying
broadband upon completion of the five-year broadband expansion
project; relief from pricing restrictions for unregulated
broadband service, and certain prospective restrictions on the
overall level of the company's indebtedness.

The Company had also requested a delay of three months in the
payment to ratepayers of the rebate for service quality failures
in the previous year.

The Commission held expert witness hearings on FairPoint's
petition for a change of ownership under Maine law and the
proposed regulatory changes on May 5th and 6th.  The Order
finalizing the Commission decision will be publicly available
shortly.

Background: In January 2008, the Commission granted FairPoint the
authority to buy Verizon's phone network and operations, in part,
because Verizon -- despite having more financial resources-- had
demonstrated a general unwillingness to invest in its northern New
England network particularly with respect to increasing the
geographic areas in which it offered broadband service.  FairPoint
agreed to invest substantially in infrastructure upgrades and
expansion of broadband in Maine and the region.  Starting with the
service quality problems originating with the February 2009 "cut-
over" of phone network from Verizon to FairPoint, the Commission
has closely monitored FairPoint's efforts to reach "business as
usual" operations.

In October 2009, FairPoint filed for voluntary Chapter 11
bankruptcy in federal bankruptcy court in New York.  The
Commission retained special legal counsel to participate in the
bankruptcy proceedings in order to ensure that the Commission
retains authority over FairPoint rate-making and service quality
regulation.  FairPoint continues to provide bi-weekly updates on
progress toward date-specific milestones for service improvements
in customer call response, number of new service orders pending
and number of bills with known errors.

                   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.

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


FAIRPOINT COMMS: Reports $75,591,000 Net Loss for Q1 2010
---------------------------------------------------------
FairPoint Communications, Inc., delivered to the U.S. Securities
and Exchange Commission on June 18, 2010, its first quarter
financial results report for the period ended March 31, 2010.

FairPoint Senior Vice President and Corporate Controller Lisa R.
Hood relates that the Company's revenues decreased $24.1 million
to $275.2 million in the first quarter of 2010 compared to 2009.

According to Ms. Hood, among the main factors that contributed
FairPoint's decreased revenues for the first quarter of 2010 are:

-- A decrease of $14.4 million in local calling services to
    108.4 million.  This decrease is due to a 12.4% decline
    in total voice access lines in service at March 31, 2010,
    mainly because of the effects of competition and technology
    substitution;

-- Access to revenues that increased $4.3 million to
    $97.4 million during the first quarter of 2010 compared to the
    same period in 2009.  Of this increase, $5.8 million is
    attributable to an increase in interstate access revenues,
    partially offset by a $1.5 million decrease in interstate
    access revenues;

-- Long distance service revenues that decreased $12.5 million
    to $30.9 million in the first quarter of 2010 compared to
    the same period in 2009.  The decrease was primarily
    attributable to a decrease in the number of subscriber lines
    from March 31, 2009 to March 31, 2010;

-- Data and Internet services revenues that decreased
    $1.1 million to $27.1 million in the first quarter of 2010
    compared to the same period in 2009.  This decrease is
    primarily due to a 4.8% decline in high-speed data
    subscribers at March 31, 2010 compared to March 31, 2009;

-- Cost of services and sales decreased $18.8 million to
    $130.6 million in the first quarter of 2010 compared to the
    same period in 2009;

-- Selling, general and administrative expenses increased
    $6.8 million to $95.1 million in the first quarter of 2010
    compared to the same period in 2009.  The increase is
    primarily attributable to a $3.4 million increase in bad
    debt expense;

-- Depreciation and amortization expense increased
    $2.5 million to $70.3 million in the first quarter of 2010
    compared to the same period in 2009, due primarily to
    increased gross plant asset balances, including capitalized
    software placed into service upon termination of the
    Transition Services Agreement between Verizon Communications
    Inc. and Northern New England Telephone Operations Inc.

The Company reported a net loss for the three months ended
March 31, 2010, at $75.6 million compared to net loss of
$22.3 million for the same period in 2009.

As of May 31, 2010, there were 89,989,144 shares of FairPoint's
common stock outstanding.

A full-text copy of FairPoint Communications' 2010 First Quarter
Results is available for free at the SEC:

             http://ResearchArchives.com/t/s?657b


       FairPoint Communications, Inc., and Subsidiaries
             Consolidated Unaudited Balance sheets
                     As of March 31, 2010

Assets:
Current Assets
Cash                                              $146,862,000
Restricted Cash                                      2,311,000
Accounts receivable, net                           137,029,000
Materials and Supplies                              22,223,000
Other                                               29,219,000
Deferred income tax, net                            73,694,000
                                                 --------------
Total current assets                                411,338,000

Property, plant and equipment, net                1,931,916,000
Intangible assets, net                              206,176,000
Prepaid pension, asset                                9,225,000
Debt issue costs, net                                 1,317,000
Restricted cash                                       1,565,000
Other assets                                         20,056,000
Goodwill                                            595,120,000
                                                 --------------
Total Assets                                     $3,176,713,000
                                                 ==============

Liabilities and Stockholders' Deficit:
Liabilities not subject to compromise:
Accounts payable                                    81,899,000
Accrued interest payable                                55,000
Other accrued liabilities                           56,107,000
                                                  -------------
Total current liabilities                           138,061,000

Accrued pension obligation                          53,600,000
Employee benefit obligation                        268,377,000
Deferred income taxes                              117,944,000
Unamortized investment tax credits                   4,659,000
Other long-term liabilities                         14,347,000
                                                   ------------
Total long-term liabilities                         458,927,000
Total liabilities not subject to compromise         596,988,000
Liabilities subject to compromise                 2,872,002,000
                                                  -------------
Total liabilities                                 3,468,990,000

Stockholders' equity (deficit):
Common stock                                           900,000
Additional paid-in capital                         725,551,000
Retained earnings (deficit)                       (895,306,000)
Accumulated other comprehensive loss              (123,422,000)
                                                ---------------
Total stockholders' equity (deficit)               (292,277,000)
                                                ---------------
Total liabilities and stockholders' equity       $3,176,713,000
                                                ===============

       FairPoint Communications, Inc., and Subsidiaries
        Consolidated Unaudited Statement of Operations
           For the Three Months Ended March 31, 2010

Revenues                                           $275,166,000

Operating Expenses:
Cost of services and sales, excluding
depreciation and amortization                      130,626,000
Selling general and administrative expense,
including depreciation and amortization             95,090,000
Depreciation and amortization                       70,345,000
                                                ---------------
Total operating expenses                            296,061,000
                                                ---------------
Income (loss) from Operations                       (20,895,000)
                                                ---------------
Other income (expense):
Interest expense                                   (34,630,000)
Gain (loss) on derivative instruments                        -
Gain on early retirement of debt                             -
Other                                                   26,000
                                                ---------------
Total other expense                                 (34,604,000)
                                                ---------------
Income (loss) before reorg items, income taxes      (55,499,000)
Reorganization items                                (16,591,000)
                                               ----------------
Loss before income tax                              (72,090,000)
Income tax (expense) benefit                         (3,501,000)
                                               ----------------
Net Income (Loss)                                  ($75,591,000)
                                               ================

         FairPoint Communications, Inc., and Subsidiaries
         Consolidated Unaudited Statements of Cash Flows
               Three months Ended March 31, 2010

Cash flows from operating activities:
Net (loss) income                                 ($75,591,000)
                                                ---------------
Adjustments to reconcile net income to net cash
provided by operating activities excluding
impact of acquisitions:
Deferred income taxes                                3,207,000
Provision for uncollectible revenue                  8,931,000
Depreciation and amortization                       70,345,000
Post-retirement accruals                             9,283,000
Gain on derivative instruments                               -
Gain of early retirement of debt                             -
Non-cash reorganization costs                          977,000
Other non cash items                                 2,862,000
Changes in assets and liabilities
arising from operations:
Accounts receivable                                  8,136,000
Prepaid other assets                                (8,517,000)
Accounts payable and accrued liabilities            31,904,000
Accrued interest payable                            33,810,000
Other assets and liabilities, net                   (6,783,000)
                                                ---------------
  Total adjustments                                 154,155,000
                                                ---------------
  Net cash provided by operating activities          78,564,000

Cash flows from investing activities:
Net capital additions                              (45,117,000)
Net proceeds from sales of investments
and other assets                                         8,000
                                                ---------------
  Net cash used in investing activities             (45,109,000)

Cash flows from financing activities:
Loan origination costs                              (1,100,000)
Proceeds from issuance of long-term debt             5,513,000
Repayments of long-term debt                                 -
Restricted cash                                        160,000
Repayment of capital lease obligations                (521,000)
Dividends paid to stockholders                               -
                                                ---------------
  Net cash provided by financing activities           4,052,000
                                                ---------------
  Net increase in cash                               37,507,000

Cash beginning of period                           109,355,000
                                                 --------------
Cash, end of period                               $146,862,000
                                                 ==============

                   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.

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


FAIRPOINT COMMS: Verizon Wants Indemnification Provisions Retained
------------------------------------------------------------------
Verizon Communications Inc., in a June 11, 2010 filing, told the
Court that it objects to FairPoint Communications' Modified Second
Amended Plan of Reorganization to the extent that it purports to
strip indemnification provisions from any of the Verizon Contracts
being assumed upon confirmation of the Plan, and not have the
Reorganized Debtors succeed to the Debtors' indemnification
obligations under those contracts in full and without condition.

Verizon and the Debtors are parties to numerous executory
contracts, many of which contain provisions that require the
Debtors to indemnify Verizon and hold it harmless from various
types of claims.  Verizon, however, notes that the Debtors
promulgated under Section 11.4 of the Plan that as of the Plan
Effective Date, the Reorganized Debtors will have no continuing
indemnification obligations under any of its executory contracts.

Verizon is also against the Litigation Trust Agreement provided
under the Modified Plan, the primary purpose of which is to
investigate and possibly pursue potential causes of action
against Verizon.

The LTA, according to Verizon, contains a number of provisions
that would materially and improperly prejudice its rights and
interests, both immediately upon confirmation of the Modified
Plan and in the event that Verizon is thereafter compelled to
defend itself against any claims prosecuted by the Trust.
Verizon argued that is against the overly broad release,
exculpation, and injunction provisions contained in the LTA.

                   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.

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


FEDERAL-MOGUL: Files 2009 401(k) Investment Program Report
----------------------------------------------------------
Federal-Mogul Corporation filed its 401(k) Investment Program
annual report for the year ended December 31, 2009, on June 29,
2010.

Federal-Mogul sponsors the 401(k) Plan, which is a defined
contribution plan that provides eligible salaried employees of the
company with a program for making voluntary pre-tax, after-tax and
Roth contributions.  All domestic salaried employees of the
company and subsidiaries are eligible to participate in the Plan.
The Plan is subject to the provisions of the Employee Retirement
Income Security Act.

Effective December 27, 2007, Federal-Mogul hired United States
Trust Company, National Association, which is part of Bank of
America, National Association's Special Fiduciary Services, as the
named fiduciary and investment manager for the assets of the Plan
that consist of the Company warrants, and any Company Class A
Common Stock acquired upon the exercise of the warrants, within
the Plan.  The independent fiduciary has the authority to
continue, restrict or terminate these investments within the Plan.

Effective June 1, 2009, Evercore Trust Company replaced U.S. Trust
as the named fiduciary and investment manager as the result of the
sale of the Bank of America's Special Fiduciary Services business
to Evercore LP.

A full-text copy of Federal-Mogul's 2009 Annual 401(k) Plan, filed
on Form 11-K with the U.S. Securities and Exchange Commission
Report, is available for free at:

           http://researcharchives.com/t/s?6596

                   Federal-Mogul Corporation
                   401(k) Investment Program
     Statements of Net Assets Available for Plan Benefits

                                            December 31
                                   ----------------------------
                                       2009            2008
                                   ------------    ------------

ASSETS
Receivables:
  Company contributions                    $128         $33,932
  Participant contributions                 528         195,480
  Participant loan interest                  46           4,212
                                   ------------    ------------
Total receivables                           702         233,624

Investments at fair value
  Investments with registered
     investment companies           226,552,819               -
  Common collective trusts           66,840,187               -
  Cash and cash equivalents           6,289,078               -
  Participant loans                   6,100,895       6,298,120
  Brokerage account                   5,963,389               -
  Company warrants                       26,396               -
  Investments in Master Trust                 -     283,025,078
                                   ------------    ------------
Total investments at fair value     311,772,764     289,323,198
                                   ------------    ------------
      Total Assets                 $311,773,466    $289,556,822
                                   ============    ============

LIABILITIES
Forfeited accounts owed
  to the company                        $50,731          $7,800
                                   ------------    ------------
Net assets at fair value            311,722,735     289,549,022
Adjustments from fair value
  to contract value                     610,347       3,736,974
                                   ------------    ------------
Net assets available for
  plan benefits                    $312,333,082    $293,285,996
                                   ============    ============

                   Federal-Mogul Corporation
                   401(k) Investment Program
              Statements of Changes in Net Assets
                  Available for Plan Benefits

                                     Year Ended December 31
                                  -----------------------------
                                       2009            2008
                                  -------------   -------------
ADDITIONS
Dividends and interest                $8,967,320     $19,039,684
Participant contributions             16,553,093      22,021,604
Company contributions                  2,931,985       3,667,375
                                   -------------   -------------
   Total Additions                    28,452,398      44,728,663

DEDUCTIONS
Benefits paid to participants         63,733,061      42,525,934
Administrative expenses                   49,691          42,971
Portion of company contribution
  account forfeited on withdrawal
  of members                             162,631         137,437
                                    ------------   -------------
   Total Deductions                   63,945,383      42,706,342

Net realized/unrealized
  appreciation/(depreciation) in
  fair value of investments           55,315,379    (114,419,208)
Net transfer (to)/from other
  company plans                         (775,308)     11,175,350
                                    ------------   -------------
   Net increase/(decrease)            19,047,086    (101,221,537)

Net assets available for plan
  benefits at beginning of period    293,285,996     394,507,533
                                    ------------   -------------
Net assets available for plan
  benefits at end of period        $312,333,082    $293,285,996
                                   ============   =============

                         About Federal-Mogul

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

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

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

                           *     *     *

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

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

The ratings have remained the same at present.


FEDERAL-MOGUL: Files 2009 Employee Investment Plan Report
---------------------------------------------------------
Federal-Mogul Corporation filed an annual report on its Employee
Investment Program for the year ended December 31, 2009, with the
U.S. Securities and Exchange Commission on June 29, 2010.

The Plan is a defined contribution plan, which provides eligible
hourly employees of the company with a program for making
voluntary pre-tax, after-tax and Roth contributions.
Substantially all domestic hourly employees of the company and
subsidiaries are eligible to participate in the Plan.  The Plan is
subject to the provisions of the Employee Retirement Income
Security Act.

Effective December 27, 2007, Federal-Mogul hired United States
Trust Company, National Association, which is part of Bank of
America, National Association's Special Fiduciary Services, as the
named fiduciary and investment manager for the assets of the Plan
that consist of the Company warrants, and any Company Class A
Common Stock acquired upon the exercise of the warrants, within
the Plan.  The independent fiduciary has the authority to
continue, restrict or terminate these investments within the Plan.

As of June 1, 2009, Evercore Trust Company replaced U.S. Trust as
the named fiduciary and investment manager as the result of the
sale of the Bank of America's Special Fiduciary Services business
to Evercore LP.

Prior to November 20, 2009, assets of the Plan, and the Federal-
Mogul Corporation 401(k) Investment Program, were administered
under the terms of a trust agreement between Federal-Mogul and
Fidelity Management Trust Company.  The agreement provided, among
other things, that the trustee safe keep all investments, and
accounts for all investments, receipts, disbursements, benefit
payments, and other transactions.  Plan net assets, net investment
income and gains and losses were not allocated from the Master
Trust, but were tracked separately for the Plan by Fidelity
Investments.

Plan assets totaling $219,368,809 transferred from Fidelity
Investments to T. Rowe Price on November 20, 2009.  On that date,
T. Rowe Price became the trustee and record keeper for the Plan
and the Master Trust was dissolved in conjunction with the change
of trustee.

A full-text copy of Federal-Mogul's 2009 Annual Report on its
Employees Investment Plan is available for free at:

            http://researcharchives.com/t/s?6597

                   Federal-Mogul Corporation
                   401(k) Investment Program
     Statements of Net Assets Available for Plan Benefits

                                            December 31
                                   ----------------------------
                                       2009            2008
                                   ------------    ------------
ASSETS
Receivables:
  Company contributions                $125,669        $107,658
  Participant contributions             141,520         181,171
  Participant loan interest              10,128          20,883
                                   ------------    ------------
Total receivables                       277,317         309,712

Investments at fair value
  Investments with registered
     investment companies           138,772,164               -
  Common collective trusts           64,646,928               -
  Cash and cash equivalents          10,348,409      11,243,955
  Participant loans                   6,176,800               -
  Brokerage account                   1,221,950               -
  Company warrants                       17,733               -
  Investments in Master Trust                 -     190,059,331
                                   ------------    ------------
Total investments at fair value     221,183,984     201,303,286
                                   ------------    ------------
      Total Assets                 $221,461,301    $201,612,998
                                   ============    ============

LIABILITIES
Forfeited accounts owed
  to the company                        $16,836         $32,975
                                   ------------    ------------
Net assets at fair value            221,444,465     201,580,023
Adjustments from fair value
  to contract value                     657,593       3,305,848
                                   ------------    ------------
Net assets available for
  plan benefits                    $222,102,058    $204,885,871
                                   ============    ============

                   Federal-Mogul Corporation
                   401(k) Investment Program
              Statements of Changes in Net Assets
                  Available for Plan Benefits

                                     Year Ended December 31
                                  -----------------------------
                                       2009            2008
                                  -------------   -------------
ADDITIONS
Dividends and interest                $6,700,229     $13,062,900
Participant contributions              7,975,896      10,720,972
Company contributions                  1,571,425       2,063,966
Company pension contributions          2,034,797       2,681,362
                                   -------------   -------------
   Total Additions                    18,282,347      28,529,200

DEDUCTIONS
Benefits paid to participants         31,824,886      28,696,958
Administrative expenses                  129,574         127,239
Portion of company contribution
  account forfeited on withdrawal
  of participants                        302,461         230,095
                                    ------------   -------------
   Total Deductions                   32,256,921      29,054,292

Net realized/unrealized
  appreciation/(depreciation) in
  fair value of investments           30,415,453     (60,400,576)
Net transfer (to)/from other
  company plans                          775,308        (140,790)
                                    ------------   -------------
   Net increase/(decrease)            17,216,187     (61,066,458)

Net assets available for plan
  benefits at beginning of period    204,885,871     265,952,329
                                    ------------   -------------
Net assets available for plan
  benefits at end of period         $222,102,058    $204,885,871
                                    ============   =============

                         About Federal-Mogul

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

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

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

                           *     *     *

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

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

The ratings have remained the same at present.


FEDERAL-MOGUL: To Hold 2nd Quarter Fin'l Results Call on July 29
----------------------------------------------------------------
Federal-Mogul Corporation (NASDAQ: FDML) announced that the
company's second quarter 2010 financial results conference call
and audio Web cast will be held on Thursday, July 29, 2010, at
10:00 a.m., EST.

To participate in the call:

    Domestic calls: 888-680-0869
    International calls: 617-213-4854
    Pass code I.D. # 83016680

To facilitate rapid connection the morning of the call, click here
[https://www.theconferencingservice.com/prereg/key.process?key=PVV
DG8CBA] to pre-register.

The live audio Web cast will be available in the Investor
Relations section of the corporate Web site by clicking here
[http://www.federalmogul.com/investors]on July 29, 2010.

An audio replay of the call will be available two hours following
the call and will be accessible until August 29, 2010 at:

    Domestic calls: 888-286-8010
    International calls: 617-801-6888
    Pass code I.D. # 22012625

The second quarter press release can be downloaded on
Thursday, July 29 at 7:30 a.m., EST, by clicking here
[http://federalmogul.mediaroom.com/].

    Investor Relations Contact:
    David Pouliot
    (248) 354-7967
    David.Pouliot@federalmogul.com

                         About Federal-Mogul

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

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

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

                           *     *     *

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

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

The ratings have remained the same at present.


FIDELITY NATIONAL: Fitch Affirms 'BB+' Issuer Default Ratings
-------------------------------------------------------------
Fitch Ratings has removed Fidelity National Information Services,
Inc. from Rating Watch Negative and affirmed the company's Issuer
Default Rating at 'BB+'.  Additionally, Fitch has downgraded these
ratings for FIS:

  -- $900 million secured revolving credit facility to 'BB+' from
     'BBB-';

  -- Senior secured term loan A to 'BB+' from 'BBB-'.

Fitch has also rated FIS' proposed new senior secured term loan B
at 'BB+'.

In anticipation of the company's refinancing of its existing
senior secured term loan B, which is an obligation of the
company's Metavante Technologies Inc. subsidiary, Fitch expects to
withdraw Metavante's IDR and senior secured ratings.  Fitch
currently rates Metavante:

  -- IDR 'BB+';
  -- $800 million senior secured term loan B 'BBB-'.

The Rating Outlook for all ratings is Stable.

The ratings and Outlook reflect these considerations:

  -- Fitch expects revenue growth in the low single digits over
     the next several years.  Revenue growth could exceed
     expectations if FIS is successful in realizing cross selling
     opportunities across the combined customer base of FIS and
     Metavante.  Conversely, changes to financial regulations or
     economic factors that negatively impact small and medium
     sized financial institutions could result in revenue growth
     lagging expectations.

  -- Fitch expects EBITDA growth of 10%-plus to materially exceed
     revenue growth in 2010 and to a lesser degree in 2011 as FIS
     benefits from operational cost savings resulting from its
     integration of Metavante.

  -- Fitch expects free cash flow of approximately $700 million to
     $800 million annually over the next several years which
     reflects cash outflows of approximately $300 million in
     annual capital expenditures plus the company's current
     $75 million dividend program.  Fitch expects FIS to use a
     portion of its free cash flow to pay the required annual
     amortization on existing and proposed term loans.

  -- Fitch estimates leverage (total debt / operating EBITDA) pro
     forma for the debt issuance to be 3.7 times which
     reflects pro forma results to include EBITDA contributions
     from Metavante for the full LTM period.  This is an increase
     from 2.3x (pro forma for Metavante) at the end of 2009. Fitch
     expects leverage to decline to below 3x in 2011 through both
     principal amortization and EBITDA growth.  Fitch estimates
     interest coverage (EBITDA to Gross Interest Expense) to be
     5.6x in 2010, pro forma for the increased debt balance, and
     expects this to increase to above 6x in 2011.

  -- Fitch expects FIS to utilize free cash flow to fund
     additional share repurchases and potential acquisitions.
     Following the debt issuance and term loan extension, FIS will
     have minimal near-term debt maturities with approximately
     $500 million due in 2012.  While it is anticipated that the
     proposed senior unsecured notes will have a restricted
     payment basket, Fitch does expect the company to continue to
     focus on shareholder returns.

  -- Inherent in the ratings is Fitch's assumption that proposed
     changes to financial regulations will have no material impact
     on FIS' business in the near-term although how changes in
     regulations may ultimately impact banks behavior over the
     longer-term is unknown.

A key consideration of FIS' ratings is its free cash flow
conversion rate and relative free cash flow to debt.  FIS
(excluding Metavante) historically has had a low conversion rate
of EBITDA to free cash flow (34% in 2008).  While this figure
improved in 2009, when compared to other issuers in the 'BB' and
'BBB' category and adjusted for leverage (free cash flow plus
interest expense to EBITDA), FIS' free cash flow conversion rate
is on par with the median figures for all 'BB' issuers (53%) and
below that of all 'BBB' issuers (60%).  Given that FIS has minimal
working capital requirements, Fitch would expect its free cash
flow conversion to be at the high-end of its rating category.
Fitch believes that the company's capitalization of software
development costs may negatively impact its conversion rate
relative to peers.  A more aggressive capitalization policy would
tend to exaggerate EBITDA on a relative basis.  To compensate for
this potential discrepancy, Fitch places greater emphasis on
evaluating FIS' leverage on a cash flow basis relative to peers.

Fitch estimates FIS' cash flow leverage (FFO less capex and
dividends to total debt) at 15.2% for 2010 which is above the
median figure for 'BB' issuers at 11% but below 'BBB' issuers at
18%.

The downgrade of the secured debt reflects Fitch's reduced
expectations that FIS' IDR will be upgraded to investment grade in
the foreseeable future (prior to the recapitalization
announcement, the rating outlook was Positive).  While the
company's steady operating model and sufficient cash flow
generation reflect positively on the credit relative to other
investment grade issuers, management's historical predisposition
for debt financed acquisitions and investor friendly actions,
including its strong consideration of an LBO, limit upside to the
ratings.  In fact, the stability of the company's cash flows
combined with no meaningful financial and operational rationale
for maintaining an investment grade rating, effectively limit the
ratings given the company's current size as Fitch would expect any
attempt to delever the company to be met by existing shareholder
and outsider interest in using leverage to purchase a portion or
potentially a majority of shares.

Positive rating action is currently limited by the company's size
and potential for additional debt financed acquisitions and
shareholder friendly actions.  Negative rating action could occur
if the company were to pursue additional debt financed share
repurchases resulting in funds from operation less capital
spending and dividends falling below 10% of total debt
outstanding.  Additionally, negative rating action could occur if
the company's primary customer base, small and mid-tier financial
institutions, were negatively impacted by regulatory changes or
severe economic events.

Rating strengths include these:

  -- Stable end demand for core processing services from financial
     institutions;

  -- Strong customer diversification, with increasing
     international diversification although highly dependent on
     small and mid-tier banks; and

  -- High switching costs and long-term contracts positively
     impact customer retention and minimize potential competitive
     threats.

Rating concerns include:

  -- History of debt financed M&A and shareholder friendly
     actions;

  -- High fixed expense cost structure could drive volatility in
     profitability if revenue declined materially;

  -- Minimal business need to maintain ratings above the 'BB'
     category;

  -- Potential regulatory changes which could disrupt the business
     of FIS' customer base; and

  -- Increasing competition from non-traditional competitors such
     as IBM and Oracle which have greater resources and scale.

FIS is planning to issue $2.6 billion incremental debt to
repurchase shares through a Dutch Auction tender offer.  This
follows discussions with a group of private equity firms regarding
a LBO of the company.  In conjunction with the new debt issuance,
FIS has extended the maturity of approximately $800 million of its
$900 million secured RCF to July 2014 with the remaining amount
expiring January 2012.  Similarly, FIS has extended the maturity
of approximately $1.4 billion of its secured term Loan A to July
2014 with the remaining approximately $400 million maturing
January 2012.  FIS will repay in its entirety an $800 million Term
Loan B which is an obligation of its subsidiary Metavante.

To finance the share repurchase and debt refinancing, FIS is
planning to issue a $1.4 billion secured term loan B with a six-
year maturity and has increased the size of its term loan A by
$560 million (the incremental Term Loan A borrowings will mature
July 2014).  FIS expects to raise the remaining funds necessary
for its financing through various expected unsecured note
offerings and senior secured revolving credit facility borrowings.

Total debt as of March 31, 2010 was $3.1 billion and consisted
principally of $1.8 billion outstanding under a senior secured
term loan A issued at FIS and maturing January 2012; $339 million
drawn on FIS' senior secured revolving credit facility;
$50 million outstanding under a senior secured term loan C
maturing January 2012 and $793 million remaining under Metavante's
senior secured term loan B maturing November 2014.

Total debt pro forma for the offerings is expected to be
$5.6 billion and consist principally of i) $2.4 billion
outstanding under a senior secured term loan A, approximately
$400 million of which matures January 2012 with the remainder
maturing July 2014; ii) $1.4 billion under a senior secured term
loan B maturing July 2016; and iii) approximately $1.9 billion
outstanding under various expected unsecured note offerings and
senior secured revolving credit facility borrowings, yet to be
determined.

Total liquidity as of March 31, 2010, was $1.2 billion consisting
principally of $561 million available under FIS' $900 million
senior secured revolving credit facility expiring January 2012,
approximately $464 million in cash and $145 million available on
an asset-backed securitization program expiring November 2013.

Pro forma for the new bank agreements, FIS added $140 million of
additional capacity to its secured revolving credit facility
raising the size of the total facility to approximately
$1,036 million.  Approximately $933 million of this facility
expires July 2014 and $103 million expires January 2012.


FIDELITY NATIONAL: Moody's Confirms 'Ba1' Corporate Family Rating
-----------------------------------------------------------------
Moody's Investors Service confirmed FIS' (formerly Fidelity
National Information Services, Inc.) corporate family rating and
probability of default rating at Ba1 concluding a review for
possible downgrade initiated on May 26, 2010.  Concurrently,
Moody's confirmed the Ba1 rating on the company's existing senior
secured credit facility (term loan A and revolving credit
facility) and the $145 million receivable-backed revolver.  In
addition, Moody's assigned a Ba1 rating to the company's proposed
$1.4 billion senior secured term loan B due 2016.  As part of the
transaction, FIS has amended and extended its current senior
secured credit facility.  The rating outlook is stable.

Moody's had placed the FIS' Ba1 ratings on review for possible
downgrade following the company's announcement on May 25, 2010,
that the company will repurchase up to $2.5 billion of its common
stock.  FIS' Board of Directors authorized a leveraged
recapitalization plan in which FIS will repurchase up to
$2.5 billion of its common stock at a price range of between
$29.00 - $31.00 per share through a modified "Dutch auction"
tender offer.

The amendment of the existing credit facility, which totals
$3.4 billion in the aggregate, includes $2.0 billion of term loan
A and $933 million of revolving loan capacity that will mature in
July 2014, as well as $397 million of term loan A and $103 million
of revolving loan capacity that will mature in January 2012.  The
amended agreement provides FIS with approximately $560 million of
incremental proceeds from the term loan A and approximately
$140 million of additional revolver capacity.  The proceeds from
the additional extended term loan A and the new term loan B will
be used to refinance FIS' existing term loan B, assumed in the
acquisition of Metavante Technologies, Inc., and to partially fund
the proposed stock buyback.

The Ba1 CFR is supported by FIS' leading market position (along
with Fiserv, Inc. -- rated Baa2) in payment and bank processing
services, the company's recurring transaction-fee-based model
secured by long-term contracts, the high switching costs of its
core banking software and services, and the favorable outlook for
electronic payments industry growth.  At the same time, the rating
reflects FIS' high initial financial leverage from the new debt,
the company's aggressive financial policies with regards to
acquisitions and share repurchases, and limited growth
opportunities in domestic core bank processing.

Pro forma for the leverage recap, the company's leverage will be
about 4x, not including the full benefit of anticipated cost
savings from its recent acquisition of Metavante (completed
October 1, 2009).  The acquisition expands FIS' core processing
services and payment capabilities while increasing market coverage
(i.e., from large banks to regional and community banks) and
geographic reach.  Notwithstanding the higher interest expense
associated with increased debt from the leveraged recap
transaction, FIS should continue to improve its margins and cash
flow generation over time as global scale is achieved, cost
redundancies are eliminated, and relative competitive advantages
are shared.  With prior acquisitions, the company has demonstrated
the ability to de-leverage according to plan.  As such, Moody's
Ba1 rating anticipates the company will focus on debt reduction
and will reduce its leverage to under 3x (Moody's adjusted debt to
EBITDA) by the end of 2011.

The stable outlook reflects Moody's expectation the company will
continue to generate low single digit organic revenue growth and
consistent free cash flow.  Despite the slow economic recovery,
Moody's expects the company's performance to remain steady over
the intermediate term given its recurring revenue stream and
ongoing customer demand for its core processing services and
electronic payment capabilities.  The outlook assumes that the
company will use its solid free cash flow to meaningfully reduce
debt.

Ratings confirmed/assessments revised:

* Corporate Family Rating - Ba1

* Probability of Default Rating -- Ba1

* $2.4 billion Senior Secured Term Loan A due 2012 and 2014 - Ba1,
  LGD 3, 38% from 47%

* $1 billion Senior Revolving Credit Facility due 2012 and 2014 -
  Ba1, LGD 3, 38% from 47%

* $145 million receivables-backed revolver due 2103 - Ba1, LGD 3,
  38% from 47%

Ratings/assessments assigned:

* $1.4 billion Senior Secured Term Loan B due 2016 at Ba1, LGD 3,
  38%

Ratings to be withdrawn:

Metavante Corporation --

* $800 million Senior Secured Term Loan B due 2014 - Ba1, LGD 3,
  (47%)

Rating affirmed:

* Speculative Grade Liquidity rating of SGL-1

The latest rating action for FIS was taken on May 26, 2010, at
which time FIS' Ba1 ratings (corporate family rating, probability
of default rating, and senior secured credit facility ratings)
were placed on review for possible downgrade following the
announcement that the company will repurchase up to $2.5 billion
of its common stock.

FIS, headquartered in Jacksonville, Florida, provides card
issuing, core bank processing, and online bill payment services to
financial institutions.


FINLAY ENTERPRISES: Modified Plan of Liquidation Confirmed
----------------------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court
confirmed Finlay Enterprises' Modified Plan of Liquidation.

Plan documents explain, "The Plan contemplates the liquidation of
the Debtors' remaining assets by a Plan Administrator.  On the
Effective Date of the Plan, all of the Debtors' remaining assets
will vest in the Post Effective Date Debtors, and the assets will
be liquidated by the Plan Administrator.  After payment of all
Allowed Administrative Expense Claims, Allowed Priority Tax
Claims, Allowed Professional Compensation and Reimbursement
Claims, Allowed Other Priority Claims, and Allowed Second Lien
Claims (if any), proceeds of all assets will be distributed to the
holders of the allowed Third Lien Claims either by the Plan
Administrator or by HSBC Bank USA, National Association, as
trustee and collateral agent on behalf of holders of Third Lien
Note Claims.  Harbinger Capital Partners Master Fund I, Ltd. and
Harbinger Capital Partners Special Situations Fund, L.P., as a
significant holder of Third Lien Note Claims, has agreed to
allocate and contribute the first $7 million it would otherwise be
entitled to receive in its capacity as a holder of Third Lien Note
Claims for the benefit of general unsecured creditors, in exchange
for a full release of all claims against it, including claims that
the official committee of unsecured creditors appointed in these
chapter 11 cases articulated against Harbinger, Wilmington Trust
FSB, and HSBC."

Finlay Enterprises, Inc. (OTC Bulletin Board: FNLY) through its
wholly owned subsidiary, Finlay Fine Jewelry Corporation, is a
retailer of fine jewelry operating luxury stand-alone specialty
jewelry stores and licensed fine jewelry departments in department
stores throughout the United States and achieved sales of
$754.3 million in fiscal 2008.  The number of locations at the end
of the second quarter ended August 1, 2009, totaled 182, including
67 Bailey Banks & Biddle, 34 Carlyle and four Congress specialty
jewelry stores and 77 licensed departments with The Bon Ton.

The Company and seven affiliates filed for Chapter 11 on August 5,
2009 (Bankr. S. D. N.Y. Case No. 09-14873).  Weil, Gotshal &
Manges LLP, serves as bankruptcy counsel.  Alvarez & Marsal North
America, LLC, is engaged as restructuring advisor in the Chapter
11 case, and the firm's  David Coles is appointed as chief
restructuring officer.  Epiq Bankruptcy Solutions, LLC, serves as
claims and notice agent.  Judge James Peck presides over the case.

In its bankruptcy petition, Finlay Enterprises disclosed assets of
$331,824,000 against debts of $385,476,000 as of July 4, 2009.  As
of the petition date, Finlay owes $38 million outstanding under a
first lien credit agreement, $24.7 million under second lien
notes, $176.6 million outstanding under third lien notes (in
addition to $17.5 million to secured vendors), and $40.6 million
under remaining unsecured obligations under the senior notes.


FLEXTRONICS INT'L: Fitch Raises Issuer Default Rating From BB
-------------------------------------------------------------
Fitch Ratings has upgraded these ratings for Flextronics
International Ltd.:

  -- Issuer Default Rating to 'BBB-' from 'BB+';
  -- Senior unsecured credit facility to 'BBB-' from 'BB+';
  -- Senior subordinated notes to 'BBB-' from 'BB+'.

The Rating Outlook is Stable.

The upgrade and Stable Outlook reflect Fitch's estimates and
considerations:

  -- Revenue growth in excess of 10% in fiscal 2011 (end March
     2011) and mid-single digits beyond that, or roughly 2 times
      global GDP growth.  Fitch expects Flextronics to outgrow
     its served end-markets over the next 12 months as the company
     capitalizes on the secular trend of increased outsourcing of
     manufacturing, additional market share gains and new customer
     program wins.

  -- EBITDA margins to remain near or slightly above 4%. Upside to
     profit expectations could result from higher margin
     engagements in non-traditional sectors, a higher mix of
     vertically integrated customer engagements and modest
     operating leverage.  However, confidence in continued
     profitability improvements is tempered by the sector's
     history of significant price competition which has typically
     capped profitability near current levels.  Conversely, Fitch
     would expect margins to fall back to roughly 3% in a cyclical
     downturn.

  -- Free cash flow will likely be modestly positive in fiscal
     2011 although significant working capital requirements to
     support revenue growth could possibly result in modestly
     negative free cash flow. In a normal growth environment (mid-
     single digits), Fitch would expect free cash flow to be
     approximately $400 million.  Fitch expects funds from
     operations to reach 3% of revenue by fiscal 2012, which is an
     important milestone given that Flextronics typically spends
     upwards of 1.5% of revenue annually on capital expenditures.
     That results in cash flow equal to roughly 1.5% of revenue to
     fund working capital expansion. Net working capital, adjusted
     for off-balance-sheet accounts receivable sales, is roughly
     7% to 8% of revenue, which means Flextronics should be able
     to grow revenue by 15% or more in a given year and still
     produce enough cash flow to support working capital increases
     and maintain positive free cash flow.  The counter-cyclical
     nature of working capital historically has meant that
     electronics manufacturing services companies produced
     negative free cash flow during periods of growth.  Fitch
     believes that the ability to produce free cash flow through
     most of the business cycle would be further evidence of a
     change in the overall industry dynamics and supportive of an
     investment grade rating.

  -- Uses of cash flow and excess cash will principally go to fund
     organic growth, working capital needs and potential small
     acquisitions.  While the potential for large acquisitions is
     more of a credit risk at Flextronics than other EMS providers
     given the company's historically aggressive acquisition
     strategy, Fitch does not expect a consolidation play similar
     to the acquisition of Solectron in the foreseeable future.
     Flextronics nearest maturity is a $240 million note due in
     August 2010 which the company can redeem through existing
     cash although Fitch would expect this to be refinanced,
     consistent with the company's target of maintaining leverage
     near 2x.

  -- Fitch expects leverage (total debt to total operating EBITDA)
     to decline and then remain near 2.0x going forward and
     approximately 3x when adjusted for off-balance-sheet accounts
     receivable securitizations and operating leases.  On a cash
     flow basis, Fitch expects Flextronics to produce funds from
     operations less capital expense and dividends equal to
     approximately 15% of total debt outstanding (note Flextronics
     currently does not pay any dividends).  Interest coverage
     (EBITDA to total interest expense) is expected to exceed
     9.0x in fiscal 2011. Fitch estimates current leverage at 2.4x
     (3.7x on an adjusted basis) and interest coverage at 5.8x.

Fitch believes that the EMS sector has reached a significant
inflection point in the evolution of the industry which should
lead to greater stability and profitability of leading market
participants.  Leading EMS providers, such as Flextronics and
Jabil, are increasingly strategic to the business operations and
strategy of their customers given their role in product design
consultation, component sourcing, manufacturing and fulfillment
logistics.  In addition, after-market services, such as product
repair, are becoming a larger part of the overall customer
engagement.

While services offerings from Flextronics and Jabil help to
differentiate from smaller competitors, the global manufacturing
base and scale these companies offer has been increasingly
important to servicing global OEM customers, including the ability
to manufacture product in or near the geographic end-market.  No
longer is the EMS industry driven largely by lowest labor cost but
rather the services and total cost behind end-to-end product
fulfillment.

Fitch expects these trends to lead to greater stability in
customer engagements and profitability.  Whereas the industry has
been susceptible to irrational pricing from competitors with
excess manufacturing capacity, deeper customer engagements lessen
the risk of losing a program over manufacturing costs.  In
addition, higher margin service offerings may eventually grow
large enough as a component of revenue to provide further upside
to current EBITDA margins, although this has been a long-running
and largely unfulfilled goal of EMS providers.

Rating strengths include:

  -- Significant advantage in scale and scope of operations as the
     second largest provider of electronics manufacturing services
     in the world;

  -- Very strong track record of execution as evidenced by peer-
     leading return on invested capital and cash conversion cycle
     days;

  -- Blue chip customer base with strong exposure to faster
     growing market segments, particularly in the computing and
     consumer space;

  -- High working capital provides an additional source of
     liquidity in a market downturn.

Ratings concerns include these:

  -- Flextronics has historically had an aggressive acquisition
     growth strategy in an industry with significant execution
     risk with minimal room for execution missteps due to the
     relatively low profit margin inherent in the business model;

  -- A difficult competitive environment which has pressured
     profitability across the industry;

  -- Flextronics has customer concentration risk, although at the
     low end of the range typical for the EMS industry, with its
     top 10 customers accounting for approximately 47% of revenue
     in fiscal 2010 (end March 2010).

Liquidity as of March 31, 2010, was solid with $1.9 billion in
cash and a fully available $2 billion senior unsecured revolving
credit facility which expires in May 2012.  Additionally, Fitch
expects Flextronics to produce strong free cash flow, even in the
current environment with minimal working capital requirements and
reduced capital spending plans.  Fitch estimates that Flextronics
has produced average annual free cash flow in excess of
$500 million each of the past three years.  Flextronics utilizes
an accounts receivable securitization facility as well as accounts
receivable sales agreements for additional liquidity purposes.

Total debt as of March 31, 2010, was $2.3 billion and consisted
primarily of $1.7 billion outstanding under a senior unsecured
term loan facility, of which approximately $500 million is due in
October 2012 with the remainder due in October 2014; $240 million
in 1% convertible subordinated notes due August 2010; and
$300 million in 6.25% senior subordinated notes due November 2014.
Flextronics also has approximately $417 million outstanding under
its accounts receivable securitization facilities and $164 million
outstanding under various accounts receivable sales agreements.


FLYING J: Completes Merger With Pilot Travel Centers
----------------------------------------------------
Linda Thomson at Desert News reports that Flying J Inc. and Pilot
Travel Centers finished a merger that will make it the largest
operator of interstate travel centers in North America.  The
merger firm is expected to employ about 20,000 people.

                        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.


FLYING J: FTC Requires Divestitures for $2-Bil. Deal With Pilot
---------------------------------------------------------------
Bankruptcy Law360 reports that the Federal Trade Commission said
Wednesday that Pilot Travel Centers LLC's $1.8 billion acquisition
of Flying J Inc.'s travel center network would reduce competition
for certain long-haul trucking fleets, and that it is therefore
requiring Pilot to make divestitures.

Under a settlement agreement, Law360 says, Pilot will sell 26
locations -- which provide diesel, food, parking and other
amenities for truckers -- to Love's Travel Stops & Country Stores.

                        About Flying J Inc.

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

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

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

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


FORD MOTOR: Moody's Maintains 'B1' Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service is maintaining its ratings of Ford Motor
Company, Corporate Family Rating at B1, and Ford Motor Credit
Company, Senior Unsecured at Ba3, following the company's
announced plans to repay an incremental $4.0 billion of debt over
the near term.  In conjunction with the $3.0 billion repayment of
the revolving credit facility outstandings on April 6th, Ford will
have reduced balance sheet debt about $7.0 billion.  This will
contribute to a $470 million reduction in annual interest expense.

Ford continues to benefit from strong operating performance in
North America due to a competitive product lineup, a disciplined
pricing and production strategy, and a significantly reduced
breakeven level.  Consequently, as automotive demand in North
America continues to recover, the company's free cash generation
should improve significantly.  Ford is highly focused on utilizing
this expanding cash generation to strengthen its balance sheet
through ongoing debt reductions.

Moody's believes that the incremental debt repayment will
accelerate the improvement in Ford's credit metrics that was
anticipated in Moody's upgrade of Ford's ratings to B1 on May 18,
2010.  While Ford will utilize a portion of its cash holdings in
repaying debt, the company's Speculative Grade Liquidity rating is
also maintained at SGL-2.  Ford's continued strong operating
performance and cash generation should enable it to fund
additional debt repayments and also maintain a strong liquidity
profile during the coming twelve months.

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

The last rating action on Ford Credit was an upgrade of the firm's
senior unsecured rating to Ba3 May 18, 2010.

Ford Motor Company, headquartered in Dearborn Michigan, is a
leading global manufacturer of automobiles.  Ford Motor Credit
Company LLC is the Dearborn, Michigan-based captive finance arm of
Ford Motor Company.


FOXWOOD VILLAGE: Case Summary & 3 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Foxwood Village Apartments, LLC
        P.O. Box 775
        Belvidere, IL 61008

Bankruptcy Case No.: 10-73221

Chapter 11 Petition Date: June 28, 2010

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

Judge: Manuel Barbosa

Debtor's Counsel: Bernard J. Natale, Esq.
                  Law Office of Bernard J. Natale, Ltd.
                  6833 Stalter Drive
                  Suite 201
                  Rockford, IL 61108
                  Tel: (815) 964-4700
                  Fax: (815) 227-5532
                  E-mail: natalelaw@bjnatalelaw.com

Scheduled Assets: $1,936,777

Scheduled Debts: $3,230,629

A list of the Company's 3 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ilnb10-73221.pdf

The petition was signed by Joey Sanfilippo, manager.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Conklin, LLC                           10-73217    06/28/10

Courtyard Apartments, LLC              10-73219    06/28/10

Somerset Partners, LLC                 10-73224    06/28/10


FUTURA EDUCATION: School Leaders Sued for Tuition Payments
----------------------------------------------------------
Jacqueline Palank at Dow Jones Daily Bankruptcy Review reports
that parents and students at the Montecito Fine Arts School, a
California fine-arts school, have sued the school's president and
vice president, Edgar Kuckelkorn and Trisha Ying Zi Zhang, who
stand accused of defrauding the families by collecting tuition
payments upfront before abruptly shutting down and filing for
bankruptcy protection.

The Los Angeles Times says 77 parents and students filed the suit
on Tuesday in Los Angeles County Superior Court.  An L.A. Fox
television affiliate reported last August that the school's
campuses in the California cities of Monrovia, Arcadia and Brea
closed without notifying students and their families.

Dow Jones says the civil suit further accuses Mr. Kuckelkorn and
Ms. Zhang of targeting Chinese immigrants who spoke little English
and who also didn't grasp how U.S. school systems work.  According
to Southern California Public Radio, the plaintiffs are seeking to
recover $1.5 million in tuition payments.

Dow Jones notes Futura Education Inc. is the entity that's
liquidating in bankruptcy and which ran the Montecito High School
of Arts and the Montecito Fine Arts College of Design in addition
to the Montecito Fine Arts School.  Futura's bankruptcy attorney,
Majid Foroozandeh, Esq., blamed the bankruptcy filing on the
economic downturn, which he said caused enrollment to take a
nosedive and led to more parents making late tuition payments.

"The schools went out of business simply for one reason and one
reason only -- because of the economic times," he said, according
to Dow Jones.  "Parents have a right to be upset . . .  But when
there is no money, you have difficulty operating the school."


FUWEI FILMS: Receives Nasdaq Notice of Bid Price Deficiency
-----------------------------------------------------------
Fuwei Films (Holdings) Co., Ltd., received a Nasdaq Staff
Deficiency Letter indicating that it is not in compliance with the
minimum bid price requirement for continued listing set forth in
Listing Rule 5550(a)(2) which requires listed securities to
maintain a minimum bid price of $1.00 per share.

Fuwei's management is looking into various options available to it
in order to regain compliance and ensure its continued listing on
the Nasdaq.  The Company intends to actively monitor the bid price
for its common stock between now and the end of the grace period.

According to the letter from the Nasdaq, Fuwei has been given a
grace period of 180 calendar days, starting June 24, 2010, to
regain compliance with the minimum bid price requirement.  Fuwei
can regain compliance if, at any time before the grace period
ends, the bid price of its common stock closes at or above $1.00
per share for a minimum of ten consecutive business days.  If
Fuwei cannot demonstrate compliance by the end of the grace
period, the Nasdaq's staff will notify the Company that its common
stock is subject to delisting.  Fuwei may then be eligible for an
additional 180 day grace period if it meets the Nasdaq Capital
Market's initial listing standards with the exception of the
minimum bid price requirement.

During the grace period (as may be extended) Fuwei's common stock
will continue to trade on the Nasdaq Capital Market under the
symbol "FFHL".

                        About Fuwei Films

Fuwei Films conducts its business through its wholly owned
subsidiary, Fuwei Films (Shandong) Co., Ltd. ("Fuwei Shandong").
Fuwei Shandong develops, manufactures and distributes high-quality
plastic films using the biaxial oriented stretch technique,
otherwise known as BOPET film (biaxially oriented polyethylene
terephthalate).  Fuwei Fimls' BOPET film is widely used to package
food, medicine, cosmetics, tobacco, and alcohol, as well as in the
imaging, electronics, and magnetic products industries.


GENERAL EMPLOYMENT: Gets NYSE AMEX Notice on Listing Standards
--------------------------------------------------------------
General Employment Enterprises, Inc., received a letter from NYSE
Amex LLC indicating that the Company does not meet certain of the
Exchange's continued listing standards as set forth in the NYSE
Amex Company Guide.  Specifically, the Letter provides notice that
the Company is not in compliance with Section 1003(a)(i) of the
Company Guide, because it has stockholders' equity of less than
$2,000,000 and losses from continued operations and net losses in
two out of its three most recent fiscal years.  In order to
maintain its listing on the Exchange, the Company is required to
submit a plan by July 16, 2010, advising the Exchange how it
intends to return to compliance with Section 1003(a)(i) of the
Company Guide by December 16, 2011 (the "Plan").

The Company intends to prepare the Plan and submit it to the
Exchange by July 16, 2010.  The Company anticipates that it will
be able to return to compliance with Section 1003(a)(i) of the
Company Guide by continuing to execute its previously disclosed
plan to build a national human resource outsourcing company with
multiple product lines.  If the Exchange determines that the
Company has made a reasonable demonstration of its ability to
return to compliance with the continued listing standards, the
Exchange will accept the Plan and the Company may continue its
listing during the Plan period, during which time the Company will
be subject to periodic reviews by the Exchange.  If the Exchange
does not accept the Plan, the Company will be subject to delisting
proceedings.  If the Plan is accepted, but the Company is not in
compliance with all the continued listing standards of the Company
Guide by December 16, 2011, or if the Company does not make
progress consistent with the Plan during the Plan period, the
Exchange may initiate delisting proceedings.  The Company may
appeal a determination by the Exchange to initiate delisting
proceedings in accordance with Section 1010 and Part 12 of the
Company Guide.  There can be no assurance that the Company's Plan
will be accepted by the Exchange, or that, if accepted, the
Company will be able to successfully implement the Plan and return
to compliance with the Exchange's continued listing standards
within the required time period.

The Company's common stock continues to trade on the NYSE Amex
under the symbol "JOB", but will become subject to the trading
symbol extension "BC" to denote non-compliance with the Exchange's
continued listing standards.

                       About General Employment

General Employment provides professional staffing services and
specializes in information technology, accounting and engineering
placements.


GENERAL GROWTH: Wants Plan Filing Exclusivity Until Oct. 18
-----------------------------------------------------------
General Growth Properties, Inc., informs Judge Allan L. Gropper of
the U.S. Bankruptcy Court for the Southern District of New York
that it expects to file its reorganization plan and related
disclosure statement for its top-level entities -- TopCo -- on or
around July 9, 2010.  TopCo is composed of GGP, GGP Limited
Partnership, GGPLP LLC, The Rouse Company LP, and a number of
parent holding companies.

The filing of GGP's plan and disclosure statement will enable the
company to maintain its schedule to emerge from bankruptcy with a
disclosure statement approval hearing in August 2010 and
confirmation hearing in October 2010, Stephen A. Youngman, Esq.,
at Weil, Gotshal & Manges LLP, in New York, relates.

GGP previously intended to select a final proposal it will
consummate on July 2, 2010, and targeted to file a Chapter 11 plan
and disclosure statement incorporating that final proposal on the
same day.

In a related request, GGP and its debtor affiliates ask the Court
to extend their exclusive periods to:

  (i) file a Chapter 11 plan to October 18, 2010; and

(ii) solicit acceptances to that plan to December 16, 2010.

GGP's Exclusive Plan Filing Period will expire on July 15 and its
Exclusive Solicitation Period will end on September 15.

In March 2010, GGP engaged in an intense bidding process to
procure a plan sponsorship or whole-company offer that would
maximize the value of its estate.  Indeed, GGP entered into
Court-approved Investment Agreements, as amended, with REP
Investments LLC, Fairholme Capital Management, LLC, and Pershing
Square Capital Management, L.P., to facilitate the company's
emergence process.  Specifically, the Investment Parties
committed to invest an aggregate of $7 billion, including $500
million to backstop an equity raise transaction, to facilitate
the recapitalization of GGP and enable GGP to emerge from
bankruptcy on a standalone basis.

Mr. Youngman says the Investment Agreements are designed to form
the basis of GGP's forthcoming plan of reorganization.  Under the
Investment Agreements, GGP may replace significant portions of
the Investment Parties' commitments without giving rise to
termination of the Investment Agreements, he notes.  In this
light, GGP is pursuing a process to raise other capital to
complement and potentially replace certain portions of the
Investment Parties' capital commitments, he discloses.  This
comprehensive process includes both private and public markets
components, and GGP remains open to full-company bids from
interested participants, he relates.

In the event that GGP secures those investments, it may,
depending upon the type of and results of other potential
investments, submit a new or amended plan of reorganization,
which would incorporate that improved or additional capital
commitments aiming to augment the already impressive returns for
shareholders expected under the current plan process, Mr.
Youngman says.

"It is precisely for this reason that GGP seeks an extension of
the Exclusive Periods," Mr. Youngman tells the Court.

Mr. Youngman stresses that the opportunity for GGP to continue to
explore alternatives to improve upon the terms of the Investment
Agreements is necessary to realizing the bargain for which the
company negotiated when it agreed to issue warrants to certain of
the Investment Parties.  "This benefit should be preserved to its
fullest by keeping exclusivity -- and the focus on the value
maximizing process -- in place without the distractions that
might ensue if other competing processes are allowed to detract
from this goal," he emphasizes.

Mr. Youngman further assures the Court that GGP has made
extensive progress toward reorganization, including:

  (a) GGP confirmed plans of reorganization for 262 property-
      level Debtors, restructuring $14.895 billion in secured
      mortgage debts.

  (b) GGP has entered into the Investment Agreements, designed
      to form the basis of a viable plan that provides full
      satisfaction of creditors and significant returns for
      shareholders.

  (c) GGP has worked and continues to work diligently on a
      number of time-consuming tasks necessary to the
      administration of these Chapter 11 cases, including the
      task of analyzing the validity of outstanding scheduled
      and filed claims.  GGP has identified about 2,600 further
      claim objections, asserting $130 billion.  About 3,400
      remaining claims require GGP's further review.

  (d) GGP has continued to restructure its property-level
      debt since obtaining a second extension of its Exclusive
      Periods.  During that period, GGP confirmed plans of
      reorganization for 43 property-level entities.  GGP has
      now substantially completed its property-level
      reorganization process.

Mr. Youngman clarifies that GGP seeks an extension of the
Exclusive Periods to maintain control of the plan process through
the conclusion of its alternative capital raise, rather than to
pressure creditors to accede to the company's demands.  An
extension of exclusivity is necessary to enable GGP to execute
the endgame of its restructuring strategy and is not an excuse
for GGP to delay or unnecessarily extend the reorganization
process, he points out.  He adds that GGP is paying its bills as
they become due.

The Court will consider the Debtors' request on July 22, 2010.
Objections are due July 16.

                     About General Growth

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

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

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


GENERAL GROWTH: Execs. Miss June 30 Exit Target, Won't Get $10MM
----------------------------------------------------------------
Forty-seven executives of General Growth Properties, Inc., will
not share a $10 million incentive pool as they missed a June 30,
2010 or earlier target for the company to emerge from bankruptcy.

As previously reported, GGP established a Key Employee Incentive
Plan for the company's 47 active executives who are deemed
essential to the Debtors' reorganization.  The KEIP provides a $5
million incentive pool to the GGP executives if the company exits
bankruptcy July 1, 2010 to September 30, 2010.  If GGP emerges
from Chapter 11 on October 1, 2010, or later, the executives will
not receive any incentive, the KEIP provides.

GGP is yet to file a reorganization plan and disclosure statement
on or around July 9, 2010, with confirmation expected to occur in
October 2010.

The Wall Street Journal said the executives must settle for
sharing another bonus: an estimated $145 million payout based on
how well GGP's unsecured creditors and shareholders fared in the
bankruptcy.  The report noted that Adam Metz, chief executive
officer of GGP, and Thomas H. Nolan, president and chief operating
officer of GGP, will receive 20% and 17% of that amount.

                     About General Growth

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

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

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


GENERAL GROWTH: 27 Units' Chapter 11 Plans Declared Effective
-------------------------------------------------------------
Twenty-seven debtor affiliates of General Growth Properties, Inc.
exited Chapter 11 on June 18, 2010, based on a notice filed with
the Court.  The Plan Debtors that emerged are:

(1) Price ASG L.L.C.
(2) Birchwood Mall, LLC
(3) Cache Valley, LLC
(4) Colony Square Mall, L.L.C.
(5) GGP-Columbiana Trust
(6) GGP-Foothills L.L.C.
(7) Mall of the Bluffs, LLC
(8) Mayfair Mall, LLC
(9) Mondawmin Business Trust
(10) North Plains Mall, LLC
(11) North Town Mall, LLC
(12) Oakwood Hills Mall, LLC
(13) The Rouse Company at Owings Mills, LLC
(14) Owings Mills Limited Partnership
(15) OM Borrower, LLC
(16) Pierre Bossier Mall, LLC
(17) Rouse Portland, LLC
(18) Pioneer Office Limited Partnership
(19) Pioneer Place Limited Partnership
(20) Sierra Vista Mall, LLC
(21) Silver Lake Mall, LLC
(22) Southwest Denver Land L.L.C.
(23) Southwest Plaza L.L.C.
(24) Spring Hill Mall L.L.C.
(25) Fallen Timbers Shops, LLC
(26) Westwood Mall, LLC
(27) White Mountain Mall, LLC

Accordingly, the Plan Debtors' Joint Plan of Reorganization is
deemed effective as of June 18, 2010.

Counsel to GGP, James H.M. Sprayregen, P.C., at Weil, Gotshal &
Manges LLP, in New York, told Judge Gropper that each of the
conditions precedent to consummation of the Plan has been
satisfied or waived in accordance with the Plan.

After the Effective Date, and without the need for further Court
approval, the Plan Debtors may (a) cause any or all of the Plan
Debtors to be merged into or contributed to one or more of the
Plan Debtors or non-Debtor Affiliates, dissolved or otherwise
consolidated or converted, (b) cause the transfer of assets
between or among the Plan Debtors or non-Debtor Affiliates or (c)
engage in any other transaction in furtherance of the Plan.

The Plan provides for 100% recovery to all holders of Claims
against, and Interests in, the Plan Debtors.

The order confirming the Plan on December 15, 2009, the second
order confirming the Plan on December 23, 2009, the third order
confirming the Plan on January 20, 2010, the fourth order
confirming the Plan on February 16, 2010, the fifth order
confirming the Plan on March 3, 2010, the sixth order confirming
the Plan on March 18, 2010, the seventh order confirming the
Plan on March 26, 2010, the eighth order confirming the Plan on
April 29, 2010, the ninth order confirming the Plan on May 20,
2010, and the Plan establish certain deadlines by which holders of
Claims must take certain actions.

Full-text copies of the Confirmation Orders dated December 15, and
23, 2009, January 20, 2010, February 16, 2010, and March 3, 18 and
26, 2010, April 29, 2010 and May 20, 2010 are available for free
at:

http://bankrupt.com/misc/ggp_Dec15ConfirmationOrder.pdf
http://bankrupt.com/misc/ggp_Dec23ConfOrd.pdf
http://bankrupt.com/misc/ggp_Jan20ConfOrder.pdf
http://bankrupt.com/misc/ggp_Feb16ConfOrder.pdf
http://bankrupt.com/misc/ggp_Mar3ConfOrder.pdf
http://bankrupt.com/misc/ggp_Mar18ConfOrder.pdf
http://bankrupt.com/misc/ggp_Mar26ConfOrder.pdf
http://bankrupt.com/misc/ggp_Apr29ConfOrder.pdf
http://bankrupt.com/misc/ggp_May20ConfOrder.pdf

                     About General Growth

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

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

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


GENERAL GROWTH: Seeks Estimation of Hughes Heirs' Claims
--------------------------------------------------------
General Growth Properties Inc. and its units ask the Court to
estimate seven unliquidated and duplicative claims filed by these
parties:

   Claimant                   Claim Nos.
   --------                   ----------
   "Hughes Heirs"          7054, 7635, 7635, 7692 and 7892
   Harold Morse                  5266
   James Lpatton, Jr             6524

The Hughes Heirs refer to representatives and holders, including
Messrs. Morse and Lpatton, under a 1996 Contingent Stock Agreement
executed by General Growth Properties, Inc., as successor to The
Rouse Company.

The Hughes Heirs Claims primarily relate to Summerlin, a master
planned community.  Although the Debtors have attempted to
negotiate a resolution of the Hughes Heirs Claims, the parties
have not reached a consensual resolution, Adam P. Strochak, Esq.,
at Weil, Gotshal & Manges LLP, in New York, discloses.  Thus, the
Debtors' Motion is necessary to resolve a value allocation issue
important to the plan of reorganization process, he stresses.

Against this backdrop, the Debtors ask the Court to determine the
value of Summerlin as of December 31, 2009, and conduct the
estimation of the claims under this proposed timeline:

  July 22 to
  August 13, 2010               Fact Discovery

  August 16, 2010               Deadline for exchange of
                                appraisal reports

  Week of August 23, 2010       Depositions of expert appraisers

  Week of September 13, 2010    Estimation Hearing

The Debtors believe that the value of Summerlin is the key
determinant of the portion of GGP equity value to which the
Hughes Heirs are entitled.  Mr. Strochak asserts that the
existence of the unliquidated Hughes Heirs Claims is an obstacle
to the plan of reorganization process and a key issue that must
be resolved to allow the Debtors to complete their Chapter 11
cases.  Once the value allocable to the Hughes Heirs is known,
the Court can determine the ratable share of equity value to
which the Hughes Heirs are entitled and confirm appropriate
reorganization plan treatment, he says.

Mr. Strochak asserts that the Court is the correct forum to
decide the value of Summerlin and estimation of the Hughes Heirs
Claims is far more appropriate than arbitration as proposed by
the Hughes Heirs.  Proceeding with a panel appraisal would
require retention of a third appraiser who would have to start
from scratch, he points out.  In contrast, the Debtors' proposed
timeline for estimation would likely conclude the entire matter
before a third appraiser even would finish its valuation, he
contends.

The Court will consider the Debtors' request on July 22, 2010.
Objections are due July 16.

                     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)


GLIMCHER REALTY: Completes Refinancing of Grand Central Mall
------------------------------------------------------------
Glimcher Realty Trust recently closed on a ten-year, $45 million
mortgage loan secured by Grand Central Mall located in
Parkersburg, West Virginia.  The new loan has a fixed interest
rate of 6.05% and was originated by Goldman Sachs Commercial
Mortgage Capital, L.P.  The loan is structured to be sold into the
CMBS market.  Loan proceeds were used to retire the $39.3 million
of secured mortgage debt that was scheduled to mature in February
2012 which previously encumbered the mall.  The remainder of the
loan proceeds was used to reduce outstanding borrowings on the
company's credit facility.

"This refinancing represents our third CMBS loan since the market
reemerged earlier this year," stated Mark E. Yale, Executive Vice
President and CFO of Glimcher.  "With all of our scheduled 2010
debt maturities already addressed, we viewed this as an
opportunity to secure attractively priced capital to replace
shorter-term, recourse financing that was in place on the
property," added Yale.

                 About Glimcher Realty Trust

Headquartered in Columbus, Ohio, Glimcher Realty Trust (NYSE: GRT)
is a real estate investment trust, which owns, manages, acquires
and develops regional and super-regional malls.  The company is a
component of both the Russell 2000(R) Index, representing small
cap stocks, and the Russell 3000(R) Index, representing the
broader market.

                           *     *    *

As reported in the Troubled Company Reporter on May 2, 2010,
Standard & Poor's Ratings Services affirmed its 'CCC+' rating to
the 8.125% series G cumulative redeemable preferred stock issued
by Glimcher Realty Trust after the company's $75.3 million add-on.


GLOUCESTER ENGINEERING: Wants to Obtain Up to $6MM DIP Financing
----------------------------------------------------------------
Gloucester Engineering Co., Inc., seeks authority from the U.S.
Bankruptcy Court for the District of Massachusetts to obtain
postpetition secured financing from Blue Wolf Equipment Holdings,
LLC.

The DIP lenders have committed to provide up to $6,000,000.  The
DIP loan commitment is for a non-amortizing loan facility in the
amount of up to $6,000,000 and contemplates an initial tranche of
$3,000,000 to be disbursed to the Debtor upon interim approval of
the DIP Loan.

Andrew G. Lizotte, Esq., at Hanify & King, P.C., the attorney for
the Debtor, explains that the Debtor needs the money to fund its
Chapter 11 case, pay suppliers and other parties.

The DIP facility will mature 90 days from the petition date.  The
DIP facility will incur interest  at 15% per annum.  In the event
of default, the Debtors will pay an additional 2% default interest
per annum.

The Debtors' obligations under the DIP facility are secured by a
first priority lien against the Debtor's assets.  Blue Wolf shall
also have an allowed superpriority administrative expense for all
amounts advanced under the DIP Loan, except for the Carve Out.

The DIP lien is subject to an up to $30,000 carve-out for U.S.
Trustee and Clerk of Court fees, fees payable to professional
employed in the Debtors' case, and fees of the committee in
pursuing actions challenging the DIP Lenders' lien.

The Debtors are required to pay these fees to Blue Wolf:

     -- commitment fee of $200,000;
     -- loan servicing fee equal to $10,000 per month;
     -- non-refundable unused commitment fee equal to 50 basis
        points per annum.

The Debtor may repay all or a portion of the Loan Agreements with
the proceeds of the DIP Loan.

The Debtor may reduce the commitment under the DIP Loan on five
business days' notice, with each reduction being in an amount of
$100,000 or multiples of $50,000 in excess thereof.

The DIP loan has mandatory prepayments of 100% of insurance and
condemnation proceeds and tax refunds and the sale of any assets
outside of the ordinary course of business, other than the
contemplated sale of machinery and equipment.

Blue Wolf will receive the following adequate protection on its
loan agreements: administrative expense priority status;
replacement liens on postpetition assets, to the extent of any
diminution in value of any prepetition collateral and the use of
cash collateral, junior only to the liens on account of the DIP
loan; and interest on all principal owed on the loan agreements.

Debtor also requests authority to use cash collateral, including
the proceeds of any accounts receivable collections, during the
interim period.  Cash collateral proceeds will be applied first to
any operating expenses, and the Debtor will draw on the DIP
loan facility only to the extent cash collateral is not adequate
to fund expenses as set forth in the budget, a copy of which is
available for free at:

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

Battenfeld Gloucester Engineering Co., Inc (BGE) objected to the
Debtor's request to obtain DIP financing on a first secured basis,
grant senior lien and superpriority administrative expense status,
and to use cash collateral.

In October 2007, BGE and the Debtor entered into a purchase
agreement for the sale of BGE's 100 units in Battenfeld
Gloucester, LLC to the Debtor for $12,500,000.  In conjunction
with the sale, BGE entered into a subordination agreement with
Silicon Valley Bank, the Debtor's senior secured lender, which
sets forth, inter alia, the respective rights and obligations of
the Debtor's secured lenders, including the subordination of the
Debtor's indebtedness to BGE to the payment in full of all of the
Debtor's obligations to Silicon, other than the payment of
regularly scheduled interest payments to BGE.  The amount
currently owing to BGE as a result of the sale is approximately
$11,490,000.  BGE hasn't received any regularly scheduled interest
payment from the Debtor since July 6, 2009.

BEG says that the Debtor's seeking post-petition financing will
necessarily increase the aggregate principal amount of such senior
obligations as contemplated by the subordination agreement to well
in excess of the $6,500,000 debt threshold.

BGE states that the Debtor and Blue Wolf haven't sought its
consent.

                   About Gloucester Engineering

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

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

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).


GOOD SAMARITAN: Moody's Downgrades Ratings on Bonds to 'Ba1'
------------------------------------------------------------
Moody's Investors Service has downgraded to Ba1 from Baa2 the
ratings assigned to Good Samaritan Hospital's (PA) bonds, removing
the ratings from Watchlist.  The rating outlook remains negative
at the lower rating level.  The rating downgrade follows material
operating losses in FY 2009 that continue, unabated, through nine
months of FY 2010 and the negative outlook reflects Moody's
concern that cashflow will be insufficient to meet operating needs
resulting in a thinning of already weak balance sheet measures.
The rating action affects $68.4 million of rated debt as listed at
the conclusion of this report.

Legal Security: The bonds are on parity and secured by a pledge of
gross revenues of the obligated group which is comprised of the
Good Samaritan Hospital.  All parity obligations are secured by a
mortgage lien on the hospital, related parking areas, and by a
security interest in the gross revenues of the members of the
obligated group.

Interest Rate Derivatives: None

                            Challenges

* Second consecutive year of exceptionally weak financial
  performance resulting in leverage measures that are stressed

* Liquidity remains weak at 70 days cash and 46% cash to debt as
  of March 31, 2010; with weak cashflow and large pension funding
  these measures could deteriorate rapidly

* Inpatient volume decline is marked through the nine month period
  of FY 2010 at 18%; though partially explained by a shift to
  observation stays

* GSH faces heavy competition in its secondary service area, which
  has resulted in modest declines in market share in recent years

* Strategy to increase physician employment and competing
  physician owned surgery center are indicative of intense
  entrepreneurial activity and physician alignment challenges

* Leveraged profile with 17.7 times debt-to-cash flow and 1.7
  times MADS coverage at FYE 2009

* Pension contributions ($4.0 in FY 2010 and $2.0 in FY 2011) will
  stress already weak cashflow and strain already weak liquidity

* Weak demographic profile of the service area poses significant
  fundamental concern regarding enterprise growth

                             Strengths

* GSH is the sole inpatient provider in its primary service area
  with 61% market share

* GSH maintains a favorable 9.9 years average age of plant with no
  major debt plans in the near future

* GSH has a conservative debt structure with all fixed rate debt
  and no derivative exposure

                    Recent Developments/Results

As the sole inpatient provider in the county, GSH's 61% lead
market share in Lebanon County remains a key credit factor.
Initiatives have been implemented to stem the high percentage of
clinical outmigration to tertiary providers, though the effort
carries the cost of employing physicians which has resulted in a
marked deterioration of system financial performance in FY 2009
and FY 2010.  Given the service area characteristics, Moody's
believes the need to employ physicians to execute the clinical
strategies is indicative of the difficulty the hospital has
attracting professionals to this area.  Despite its status as the
sole inpatient provider in the county, GSH faces formidable
competition in the secondary service area in the form of the
Hershey Medical Center, which retains 25% market share, A2 rated
Pinnacle Health, Aa3 rated Reading Hospital, and Aa3 rated
Lancaster General Hospital, all located within a 30 mile radius.
Despite initiatives, inpatient volumes has fallen by 6.6% in FY
2009 and an additional 18% in the nine month period of FY 2010,
with only 59% of the decline in FY 2009 and 35% of the decline in
year to date FY 2010 attributable to a shift to observations.
Additionally, the expiration of a physician joint venture
ambulatory surgery center in FY 2007 and the subsequent opening of
a new physician owned surgery center, indicates a more challenging
physician environment.  Hospital based outpatient surgeries
declined by 43% in FY 2009, with outpatient surgical volume
softening further through the nine months of FY 2010.

The weak demographics of Lebanon give rise to Moody's concern that
GSH's enterprise wide growth will be challenging.  According to
Moody's Economy.com, the recession has ended in Lebanon, though
the metro area's labor market has yet to show any significant
improvement and the area's per capita income lags State and
National medians.  Longer term, the metro area will experience
subpar growth as businesses are deterred by an older and less-
educated workforce.  Employment growth will be below the state and
national averages throughout the forecast horizon.

For the second consecutive year the health system is incurring a
sizable operating loss that reflects a marked miss from budget.
The system recorded a $7.6 million operating deficit (-4.4%
margin) in FY 2009, more than a doubling of the loss incurred in
FY 2008 ($3.1 million operating deficit; -1.9% margin).
Performance was impacted by shift in volumes from admissions into
observation stays, as well as loss of outpatient surgical volumes
to a local surgery center.  Expense growth outpaced revenue growth
for the second year, growing 7.6%.  Salaries and benefits
increased 3.6% while supplies expense increased over 13%.  As a
result, operating cash flow declined by more than 43% to just
$6.8 million (4.0% margin) in FY 2009, down from $12 million (7.3%
margin) in FY 2008.  Moody's adjusted maximum annual debt service
coverage weakened to 1.7 times in FY 2009, down from 2.8 times in
FY 2008 and debt-to-cash flow increased to a very high
(unfavorable) 17.7 times in FY 2009, up from 7.5 times in FY 2008.
Through nine months of FY 2010, the system's operating loss of
$5.7 million (-4.2%) compares unfavorably to the loss of
$4.6 million (-3.5%) in the comparable period of FY 2009.
Exacerbating thinning cash flow is the near doubling of pension
funding with management reporting an aggregate of $4.0 million in
FY 2010 and $2.0 million in FY 2011.  Management has budgeted for
better then break even performance in FY 2010, which Moody's view
as optimistic given current financial performance.

Cash balances remain weak and leveraged.  Unrestricted cash and
investments of $34 million (70 days) at March 31, 2010, provides
modest coverage of debt 46% cash-to-debt, indicative of a
leveraged liquidity profile that is likely to weaken with thin
cashflow and demands on cash for pension funding.  GSH maintains
an investment allocation of 60% equities and 40% cash and fixed
income, with the equity exposure diversified across four funds.
Management reports no debt plans at this time.

                              Outlook

With operating losses continuing unabated, the negative rating
outlook at the Ba1 rating level reflects Moody's concern that
cashflow will be insufficient to meet operating needs resulting in
a thinning of already weak balance sheet measures

                What could change the rating -- UP

A material increase and sustained growth in all operating measures
and cash flow generation, allowing for continued de-leveraging and
strengthening of balance sheet and leverage indicators; reversal
of current inpatient demand trajectory

               What could change the rating -- DOWN

Inability to reverse current operating trajectory; decline in
cash, increase in debt (or debt equivalents in the form of capital
leases) without commensurate increases in cash flow, or continued
declines in volumes

                          Key Indicators

Assumptions & Adjustments:

  -- Based on financial statements for The Good Samaritan Health
     Services Foundation and Subsidiaries

  -- First number reflects audit year ended June 30, 2008

  -- Second number reflects audit year ended June 30, 2009

  -- Investment returns normalized at 6% unless otherwise noted

* Inpatient admissions: 10,405; 9,722

* Total operating revenues: $164.9 million; $171.3 million

* Moody's-adjusted net revenue available for debt service: $14.4;
  $8.6 million

* Total debt outstanding: $75.3; $74.5 million

* Maximum annual debt service (MADS): $5.08 million; $5.08 million

* MADS Coverage with reported investment income: 2.8 times; 1.0
  times

* Moody's-adjusted MADS Coverage with normalized investment
  income: 2.8 times; 1.7 times

* Debt-to-cash flow: 7.5 times; 17.7 times

* Days cash on hand: 81 days; 69 days

* Cash-to-debt: 46%; 43%

* Operating margin: -1.9%; -4.4%

* Operating cash flow margin: 7.3%; 4.0%

Rated Debt (debt outstanding as of June 30, 2009)

  -- Series 2002, fixed rate bonds, rated Ba1
  -- Series 2004, fixed rate bonds, rated Ba1

The last rating action with respect to GSH was on March 2, 2010,
when the municipal finance scale rating of Baa2 rating was placed
on Watchlist for downgrade.  That rating was subsequently
recalibrated to a global scale rating on May 7, 2010.


IMAGE ENTERTAINMENT: Recurring Losses Cue Going Concern Doubt
-------------------------------------------------------------
Image Entertainment, Inc., filed on June 29, 2010, its annaul
report on Form 10-K for the year ended March 31, 2010.

BDO Seidman LLP, in Los Angeles, expressed substantial doubt about
the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has suffered recurring
losses from operations and negative cash flows,

Image Entertainment, Inc., reported a net loss of $5.9 million on
$93.1 million of revenue for the three months ended March 31,
2010, compared with a net loss of $1.8 million on $130.7 million
of revenue for the same period of 2009.

The Company's balance sheet at March 31, 2010, showed
$67.4 million in assets, $51.3 million of liabilities,
$6.0 million of Series B preferred stock, and $10.9 million of
Series C convertible preferred stock, for a stockholders' deficit
of $861,000.

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

               http://researcharchives.com/t/s?65a2

Chatsworth, Calif.-based Image Entertainment, Inc. (Other OTC:
DISK) -- http://www.image-entertainment.com/-- is an independent
licensee and distributor of entertainment programming in North
America.  The Company releases its library of exclusive content on
a variety of formats and platforms, including DVD, Blu-ray Disc(R)
(or Blu-ray), digital (video-on-demand (or VOD), electronic sell-
through and streaming), broadcast television, cable or satellite
(including VOD and pay-per-view), theatrical and non-theatrical
(airplanes, libraries, hotels and cruise ships) exploitation.


INDEPENDENT BANK CORP: Receives Nasdaq Notification
---------------------------------------------------
Independent Bank Corporation was notified by The Nasdaq Stock
Market that the Company no longer meets the minimum $1.00 per
share requirement for continued listing on The Nasdaq Global
Select Market under Listing Rule 5450(a)(1).  This notice does not
result in the immediate delisting of the Company's common stock
from The Nasdaq Global Select Market because the Company has a
grace period of 180 calendar days under the listing rules, or
until December 20, 2010, in which to regain compliance with the
minimum bid price rule.

The deficiency letter, dated June 23, 2010, states that, if at any
time by December 20, 2010, the bid price of the Company's common
stock closes at $1.00 per share or more for a minimum of 10
consecutive business days, Nasdaq will provide the Company written
confirmation of compliance and the matter will be closed.  If the
Company does not regain compliance by December 20, 2010, Nasdaq
will notify the Company that its securities are subject to
delisting, which delisting determination could be appealed by the
Company.  Alternatively, the Company may be eligible for an
additional grace period if it meets the initial listing standards,
with the exception of bid price, of The Nasdaq Capital Market and
the Company applies to transfer the listing of its common stock to
The Nasdaq Capital Market.

The Company is evaluating its options following receipt of this
notification and, where possible and deemed in the best interests
of the Company and its shareholders, currently intends to take
appropriate actions in order to retain the listing of its common
stock on the Nasdaq stock market.  Such actions may include the
implementation of a 1-for-10 reverse stock split, which was
earlier approved by the Company's shareholders.

                     About Independent Bank

Independent Bank Corporation is a Michigan-based bank holding
company with total assets of approximately $2.9 billion. Founded
as First National Bank of Ionia in 1864, Independent Bank
Corporation now operates over 100 offices across Michigan's Lower
Peninsula through one state-chartered bank subsidiary.  This
subsidiary (Independent Bank) provides a full range of financial
services, including commercial banking, mortgage lending,
investments and title services.  Independent Bank Corporation is
committed to providing exceptional personal service and value to
its customers, stockholders and the communities it serves.


INNOVATIVE CONSULTING: Blair County Ends Bridge Inspection Deal
---------------------------------------------------------------
William Kibler at AltoonaMirror reports that Blair County
commissioners ended a bridge inspection contract with Innovative
Consulting Group because the Company has not fulfilled its
inspection responsibilities.

Based in Altoona, Pennsylvania, Innovative Consulting Group Inc.
filed for Chapter 11 bankruptcy protection on March 19, 2010
(Bankr. W.D. Penn. Case No. 10-70294).  James R. Walsh, Esq., at
Spence Custer Saylor Wolfe & Rose, represents the company.  The
company listed both assets and debts of between $1 million and
$10 million.


INSMED INCORPORATED: Gets Deficiency Notice on Minimum Bid Price
----------------------------------------------------------------
Insmed Incorporated received a NASDAQ Staff Deficiency Letter from
The NASDAQ Stock Market.  The NASDAQ Letter states that for the
last 30 consecutive business days, the closing bid price per share
for the Company's common stock has been below the $1.00 minimum
per share requirement for continued inclusion under NASDAQ
Marketplace Rule 5550(a)(2).

In accordance with NASDAQ Marketplace Rule 5810(c)(3)(A), Insmed
will be provided 180 calendar days, or until December 15, 2010, to
regain compliance by maintaining a closing bid price per share of
$1.00 or higher for a minimum of 10 consecutive business days.  If
the Company is unsuccessful in meeting the minimum bid requirement
during this initial compliance period, Insmed will receive written
notification from NASDAQ that its securities are subject to
delisting, and at that time the Company may appeal the delisting
determination to a Hearing's Panel.  Alternatively, Insmed may be
eligible for an additional grace period of 180 calendar days if
the Company meets the initial listing standards, with the
exception of bid price, for The NASDAQ Capital Market.  The NASDAQ
Letter received on June 18, 2010, has no effect on the listing of
the Company's common stock at this time.  The Company will seek to
regain compliance within this cure period and is considering
appropriate business measures to address compliance with the
continued listing standards of The NASDAQ Stock Market.

                      About Insmed Inc.

Insmed Inc. -- http://www.insmed.com.-- is a biopharmaceutical
company with unique protein development experience and a
proprietary protein platform aimed at niche markets with unmet
medical needs.


INTERNATIONAL COMMERCIAL: Posts $75,100 Net Loss in Q1 2010
-----------------------------------------------------------
International Commercial Television Inc. filed its quarterly
report on Form 10-Q, reporting a net loss of $75,128 on $1,325,913
of revenue for the three months ended March 31, 2010, compared
with a net loss of $114,269 on $2,893,204 of revenue for the same
period of 2009.

The Company's balance sheet at March 31, 2010, showed
$1,329,798 in assets and $1,695,701 of liabilities, for a
stockholders' deficit of $365,903.

As reported in the Troubled Company Reporter on June 25, 2010,
Amper, Politziner & Mattia LLP, in Edison, N.J., 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 losses from operations and
negative cash flows.

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

               http://researcharchives.com/t/s?65b0

Bainbridge Island, Wash.-based International Commercial Television
Inc. produces long-form infomercials and short-form advertising
spots and sell its proprietary brands of advertised products
directly to its viewing audience.  In addition, the Company sells
products via televised shopping networks, the internet, and retail
distribution channels.


INTRALINKS INC: S&P Gives Positive Outlook; Affirms 'B' Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on New York City-based IntraLinks Inc. to positive from
stable.  At the same time, S&P affirmed the 'B' corporate credit
rating on the company.

S&P also affirmed the 'B+' senior secured bank facility rating
(with a recovery rating of '2') and the 'CCC+' second-lien term
loan rating (with a recovery rating of '6').

"The outlook revision reflects S&P's view that the company has
been able to gain traction in sourcing alternate markets for its
service," said Standard & Poor's credit analyst Jennifer Pepper.
"The company also recently filed for an IPO, which if successful,
could have positive implications for the rating." S&P expects the
company will use a significant portion of the expected
$150 million of proceeds to reduce debt, in particular to redeem
approximately $95 million of high coupon pay-in-kind debt.  A
going-public transaction would also convert to common
approximately $175 million of preferred stock, which S&P treats as
debt for analytical purposes.  The combination of these two
factors would significantly reduce adjusted leverage from the
current 11.0x area.  S&P also believes that an IPO would clarify
the company's financial policy and provide an exit strategy for
sponsors that in S&P's view, does not impair credit quality.

The rating reflects IntraLinks Inc.'s high leverage, declining,
but still notable, reliance on activity in the debt capital
markets and M&A for a significant portion of its revenue and
challenges in organic expansion into new markets.  A material
recurring revenue base and stable EBITDA margins attributed in
part to solid cost management partially offset those risk factors.

IntraLinks provides virtual datarooms used to exchange and manage
time-sensitive, confidential information.  Many firms in the
financial services sector have adopted the company's Web-based
platform for document distribution in place of traditional methods
such as mail, courier, fax, and email.  The company grew rapidly
during periods of strong debt issuance and M&A activity, but
revenues stabilized in 2009 as capital market activity waned.  The
company is growing revenues outside the financial sector and is
also expanding its debt capital market and M&A businesses into
Asia and Europe.  These initiatives are gaining traction and were
an offset to revenue declines in the domestic debt capital markets
and M&A from mid 2008 through mid 2009.

The outlook is positive.  The IPO, if successful, along with
demonstrated traction in new enterprise markets, could lead to a
much improved financial profile and a better business position.
S&P would consider stabilizing the outlook if the company does not
complete its planned IPO by the end of 2010, leaving leverage at
the 11.0x area.  S&P could raise the rating if the IPO is
completed in the next two quarters, leading to reduced leverage
and enhanced liquidity, and if the company's operations remain
stable with growth in enterprise markets offsetting softness in
debt capital markets and M&A.


JABIL CIRCUIT: Fitch Upgrades Issuer Default Rating From 'BB+'
--------------------------------------------------------------
Fitch Ratings has upgraded the Issuer Default Rating and
outstanding debt ratings for Jabil Circuit, Inc.:

  -- Long-term IDR to 'BBB-' from 'BB+';

  -- Senior unsecured revolving credit facility to 'BBB-' from
     'BB+';

  -- Senior unsecured debt to 'BBB-' from 'BB+'.

The Rating Outlook is Stable.

The change in ratings reflects Fitch's estimates and
considerations:

  -- Revenue growth of mid-single digits beyond fiscal 2010 (end
     Aug-2010), or roughly 2 times global GDP growth, as Jabil
     benefits from the secular trend of increased outsourcing of
     manufacturing, particularly in non-traditional sectors such
     as industrial, medical equipment and alternative energy
     technology.  While revenue growth in fiscal 2010 of
     approximately 15% will be far in excess of global GDP growth,
     Fitch believes this largely reflects gains in market share
     and new program wins rather than core organic growth;

  -- EBITDA margins to remain in the range of 5% to 6%.  Upside to
     profit expectations could result from higher margin
     engagements in non-traditional sectors, increased demand for
     Jabil's, albeit limited, vertical integration capabilities
     and modest operating leverage.  However, confidence in
     continued profitability improvements is tempered by the
     sector's history of significant price competition which has
     typically capped profitability near current levels.
     Conversely, Fitch would expect margin to fall back to roughly
     4% in a cyclical downturn;

  -- Free cash flow will likely be negative in fiscal 2010 due to
     significant working capital and capital expenditure increases
     to support 15% revenue growth, but should be in excess of
     $300 million annually in fiscal 2011 and 2012 (roughly 2% of
     revenue) based on revenue growth expectations in the mid-
     single digits.  Fitch expects funds from operations to reach
     4% of revenue in fiscal 2011 which is an important milestone
     given expectations that capital spending and dividends will
     be equal to approximately 2% of revenue going forward.  That
     results in cash flow equal to roughly 2% of revenue to fund
     working capital expansion.  Net working capital is upwards of
     5% of revenue which means Jabil should be able to grow
     revenue by upwards of 20% annually and still produce positive
     free cash flow (note that capital expense will increase as a
     percentage of revenue during periods of high growth).  The
     counter-cyclical nature of working capital historically has
     meant that EMS companies produced negative free cash flow
     during periods of growth.  Fitch believes that the ability to
     produce free cash flow through most of the business cycle
     would be further evidence of a change in the overall industry
     dynamics and supportive of an investment grade rating;

  -- Uses of cash flow and excess cash will principally go to fund
     organic growth and working capital needs.  Fitch does not
     expect Jabil to further reduce debt beyond current levels.
     The company's next maturity is its $360 million term loan in
     2012 which Fitch would expect to be refinanced. The potential
     for acquisitions remains although Fitch does not expect any
     substantial acquisitions activity akin to Jabil's roughly
     $800 million purchase of Taiwan Greenpoint in 2007 and would
     be unlikely to result in a material leverage event.  Fitch
     also does not expect Jabil to pursue any material share
     repurchase activity without a change to its dividend policy;

  -- Fitch expects leverage (total debt to total operating EBITDA)
     to remain below 2x going forward and under 3x when adjusted
     for off-balance sheet accounts receivable securitization and
     operating leases.  On a cash flow basis, Fitch expects Jabil
     to produce funds from operations less capital expense and
     dividends equal to approximately 10% of total debt
     outstanding.  Interest coverage (EBITDA to total interest
     expense) is expected to exceed 9x in fiscal 2010.  Fitch
     estimates current leverage at 1.7x (2.6x on an adjusted
     basis) and interest coverage at 7x.

Fitch believes that the EMS sector has reached a significant
inflection point in the evolution of the industry which should
lead to greater stability and profitability of leading market
participants.  Leading EMS providers, such as Jabil and
Flextronics, are increasingly strategic to the business operations
and strategy of their customers given their role in product design
consultation, component sourcing, manufacturing and fulfillment
logistics.  In addition, after-market services, such as product
repair, are becoming a larger part of the overall customer
engagement.

While services offerings from Jabil and Flextronics help to
differentiate from smaller competitors, the global manufacturing
base and scale these companies offer has been increasingly
important to servicing global OEM customers, including the ability
to manufacture product in or near the geographic end-market.  No
longer is the EMS industry driven largely by lowest labor cost but
rather the services and total cost behind end-to-end product
fulfillment.

Fitch expects these trends to lead to greater stability in
customer engagements and profitability.  Whereas the industry has
been susceptible to irrational pricing from competitors with
excess manufacturing capacity, deeper customer engagements lessen
the risk of losing a program over manufacturing costs.  In
addition, higher margin service offerings may eventually grow
large enough as a component of revenue to provide further upside
to current EBITDA margins, although this has been a long-running
and largely unfulfilled goal of EMS providers.

The ratings are supported by these considerations:

  -- Strong management team with a track record of delivering best
     in class execution with a disciplined approach to growing the
     business;

  -- Advantages in scale as one of the largest of the tier 1 EMS
     vendors with a balanced global manufacturing footprint,
     including a strong mix of facilities in low-cost regions;

  -- Significant working capital balance provides an alternate
     source of liquidity during business downturns.

Rating concerns include these:

  -- Need for vertical integration represents an on-going
     strategic shift and could lead to additional debt financed
     acquisitions;

  -- Industry pricing pressure, driven by excess manufacturing
     capacity as well as struggling competitors, has driven
     profitability levels below expectations for all tier one
     North American EMS providers over the past several years;

  -- Significant execution risks in managing a large global
     manufacturing operation are compounded by the inherently low
     profit margins in the business model.

Liquidity as of May 31, 2010, was solid consisting primarily of
$600 million in cash and a fully available $800 million senior
unsecured revolving credit facility which expires in July 2012.
Jabil also utilizes two accounts receivable securitization
facilities for additional liquidity purposes, including an on-
balance sheet $100 million committed foreign receivables facility
and an off balance sheet $200 million North American receivables
securitization facility, both expiring in March 2011 after being
recently renewed.

Total debt as of May 31, 2010, was $1.1 billion and consisted
primarily of:

  -- $5 million in 5.875% senior unsecured notes due July 2010;

  -- $360 million senior unsecured term loan due July 2012;

  -- $400 million in 8.25% senior unsecured notes due March 2019;

  -- $300 million in 7.75% senior unsecured notes due July 2016;
     and

  -- $60 million outstanding under the aforementioned foreign
     receivables facility.

Jabil also had approximately $220 million outstanding under its
off-balance sheet North American receivables securitization
facility and accounts receivable sales facility, combined, which
is included in Fitch's adjusted debt calculation.


JACKSON HEWITT: Receives Notice Regarding NYSE Listing Criteria
---------------------------------------------------------------
Jackson Hewitt Tax Service Inc. has been notified by the New York
Stock Exchange Regulation, Inc., that it had fallen below
compliance with the New York Stock Exchange, Inc.'s continued
listing standards.

Jackson Hewitt is considered below criteria established by the
NYSE for continued listing standards because its average global
equity market capitalization fell below $50 million on a trailing
30 consecutive trading-day period, and because its stockholders'
equity was below $50 million in its most recent 10-Q filed with
the Securities and Exchange Commission on March 17, 2010, for the
period ended January 31, 2010.

Jackson Hewitt intends to notify the NYSE that it will submit a
plan within 45 days from the receipt of the NYSE notice that
demonstrates its ability to regain compliance within 18 months.
Upon receipt of the plan, the NYSE has 45 calendar days to review
and determine whether Jackson Hewitt has made a reasonable
demonstration of its ability to come into conformity with the
relevant standards within the 18-month period.  The NYSE will
either accept the plan, at which time Jackson Hewitt will be
subject to ongoing monitoring for compliance with this plan, or
the NYSE will not accept the plan and Jackson Hewitt will be
subject to suspension and delisting proceedings.  During the 18-
month cure period, Jackson Hewitt's shares will continue to be
listed and traded on the NYSE, subject to its compliance with
other NYSE continued listing standards.

                      About Jackson Hewitt

Jackson Hewitt Tax Service Inc., with more than 6,300 franchised
and company-owned offices throughout the United States in the 2010
tax season, is an industry leader providing full service
individual federal and state income tax return preparation.  Most
offices are independently owned and operated.  Jackson Hewitt also
offers Jackson Hewitt(R) Online, an online tax preparation product
available at www.jacksonhewittonline.com.


JAPAN AIRLINES: Expects to Move Into The Black One Year Earlier
---------------------------------------------------------------
For the first time in three years, Japan Airlines Corp.
anticipates movement into the black on a consolidated basis, one
year earlier than the initial plan, and even predicted an
operating profit of JPY22 billion, Kyodo news reported on June 5.

JAL's expected movement will be its main stake to draw more loans
from banks for its financial restructuring and when it presents
its reorganization plan to the Tokyo District Court by the end of
August.  JAL's restructuring strategy includes the implementation
of drastic measures like employee reduction and flight route cuts
to various destinations, Kyodo news said.

                       About Japan Airlines

Japan Airlines Corporation -- http://www.jal.co.jp/-- is a
Japan-based company mainly engaged in the provision of air
transport services.  The Company is active in five business
segments through its 203 subsidiaries and 83 associated companies.
JAL International Co. Ltd. is a wholly owned operating subsidiary
of Japan Airlines Corporation.

Japan Airlines Corporation, Japan Airlines International Co., Ltd.
and JAL Capital Co., Ltd., on January 19, 2010, filed the
petitions to commenced corporate reorganization proceedings with
the Tokyo District Court.  The Court appointed the Enterprise
Turnaround Initiative Corporation of Japan and Eiji Katayama,
Esq., as reorganization trustees.

Japan Airlines Corp. filed for reorganization January 19 in the
Tokyo District Court and filed a Chapter 15 petition in New York
(Bankr. S.D.N.Y. Case No. 10-10198).  The Company said debt is
$28 billion.

Bankruptcy Creditors' Service, Inc., publishes Japan Airlines
Bankruptcy News.  The newsletter tracks the Chapter 15 proceedings
and the bankruptcy proceedings in Tokyo undertaken by Japan
Airlines Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


JAPAN AIRLINES: May Need US$1.1 Bil. More in Restructuring Aid
--------------------------------------------------------------
As distressed Japan Airlines is preparing to present its plan to
rehabilitate itself from bankruptcy, there's probability that it
will seek JPY100 billion, or roughly US$1.1 billion, more in
financial assistance as it anticipates higher losses from asset
write-downs, Dow Jones reported citing a person familiar with the
matter.

The airline, which is expected to submit its restructuring plan
to the Tokyo District Court by end of August, is desperate of
cash assistance that will make certain its survival amid
financial troubles, Dow Jones said.  However, the report added,
that lenders are reluctant to release their funds unless they are
convinced that the company is implementing solid moves that would
guarantee survival.

The outline of JAL's original plan was to seek a debt waiver
amounting to JPY730 billion while its state-back restructuring
promoter agreed to put up JPY300 billion to turn round the
airline's negative net worth of JPY870 billion.  The plan also
forecasts a fiscal year 2010 loss of JPY33.7 billion and an
operating profit of JPY49.7 billion for the fiscal year through
2012, Dow Jones related.

To achieve this end, JAL said it will cut 15 unprofitable routes
and 30 domestic destinations this fiscal year.  JAL is currently
considering to end the employment of 19,300 workers through 2012.
In March, JAL had solicited the early retirements of about 3,300
workers, which include 670 pilots, about 570 cabin crew members,
560 aircraft maintenance workers and about 980 other employees.
As part of JAL's cost-cutting measures, the airline also decided
to freeze the training of 130 would-be pilots for seven years and
to close its pilot training facility in the United States.

The plan, which was originally scheduled for submission in June,
was moved to August at JAL's behest because it was still in the
process of implementing cost cutting measures in order to gain
the lenders' confidence that it can survive.

JAL and the Enterprise Turnaround Initiative Corporation are
planning to raise the airliner's concerns about raising the extra
JPY100 billion with Japan's main creditors which are the
Development Bank of Japan; Mizuho Corporate Bank, the wholesale
banking arm of Mizuho Financial Group Inc.; Bank of Tokyo-
Mitsubishi UFJ, the core banking unit of Mitsubishi UFJ Financial
Group Inc.; and Sumitomo Mitsui Banking Corp., a unit of Sumitomo
Mitsui Financial Group Inc.

A June 29, 2010 news release from Bloomberg News reported that
JAL is planning to ask its creditors banks to waive more than
JPY400 billion in debt, more than JPY40 billion above the
JPY358.50 billion waiver it earlier requested.

The ETIC, the state-backed restructuring provider, is expected to
raise its JPY300 billion capital contribution to the airline to
turn around the airline's negative net worth.

In other news, Japan Today, citing people familiar with the
matter, said JAL has presented a plan to its major lender-banks,
to apportion an aggregate of more than JPY1 trillion to finance
its restructuring programs.  The report said JAL intends to use
the amount to cover the budget for premium severance pay for its
employees who wish to avail of the company's early retirement
scheme as well as its planned disposal of large-scale aircraft
for replacement of smaller ones.

                       About Japan Airlines

Japan Airlines Corporation -- http://www.jal.co.jp/-- is a
Japan-based company mainly engaged in the provision of air
transport services.  The Company is active in five business
segments through its 203 subsidiaries and 83 associated companies.
JAL International Co. Ltd. is a wholly owned operating subsidiary
of Japan Airlines Corporation.

Japan Airlines Corporation, Japan Airlines International Co., Ltd.
and JAL Capital Co., Ltd., on January 19, 2010, filed the
petitions to commenced corporate reorganization proceedings with
the Tokyo District Court.  The Court appointed the Enterprise
Turnaround Initiative Corporation of Japan and Eiji Katayama,
Esq., as reorganization trustees.

Japan Airlines Corp. filed for reorganization January 19 in the
Tokyo District Court and filed a Chapter 15 petition in New York
(Bankr. S.D.N.Y. Case No. 10-10198).  The Company said debt is
$28 billion.

Bankruptcy Creditors' Service, Inc., publishes Japan Airlines
Bankruptcy News.  The newsletter tracks the Chapter 15 proceedings
and the bankruptcy proceedings in Tokyo undertaken by Japan
Airlines Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


JAPAN AIRLINES: To Sell Hotel Operations to Hotel Okura
-------------------------------------------------------
As part of its restructuring efforts, Japan Airlines plans to
sell all hotel operations of the JAL group to Hotel Okura for
about JPY5 to JPY6 billion, but the airline has yet to discuss
the matter with Hotel Okura in order to strike the deal, sources
familiar with the matter told Kyodo News.

                       About Japan Airlines

Japan Airlines Corporation -- http://www.jal.co.jp/-- is a
Japan-based company mainly engaged in the provision of air
transport services.  The Company is active in five business
segments through its 203 subsidiaries and 83 associated companies.
JAL International Co. Ltd. is a wholly owned operating subsidiary
of Japan Airlines Corporation.

Japan Airlines Corporation, Japan Airlines International Co., Ltd.
and JAL Capital Co., Ltd., on January 19, 2010, filed the
petitions to commenced corporate reorganization proceedings with
the Tokyo District Court.  The Court appointed the Enterprise
Turnaround Initiative Corporation of Japan and Eiji Katayama,
Esq., as reorganization trustees.

Japan Airlines Corp. filed for reorganization January 19 in the
Tokyo District Court and filed a Chapter 15 petition in New York
(Bankr. S.D.N.Y. Case No. 10-10198).  The Company said debt is
$28 billion.

Bankruptcy Creditors' Service, Inc., publishes Japan Airlines
Bankruptcy News.  The newsletter tracks the Chapter 15 proceedings
and the bankruptcy proceedings in Tokyo undertaken by Japan
Airlines Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


JDA SOFTWARE: S&P Gives Stable Outlook; Affirms 'BB-' Rating
------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Scottsdale, Ariz.-based JDA Software Group Inc. to stable from
positive.  Ratings on the company, including the 'BB-' corporate
credit rating, were affirmed.

"The outlook revision reflects JDA's potentially weakened
financial flexibility following a lawsuit verdict ruled against
the company for about $246 million in damages," explained Standard
& Poor's credit analyst Philip Schrank.  "The rating affirmation
reflects S&P's opinion that the company currently has the
liquidity and debt capacity at the current rating to absorb the
full cash settlement without affecting its creditworthiness."

If the entire settlement was debt financed, pro forma leverage
would rise to about the mid-3x area from the current 2x level.
However, the company does generate good free cash flow, averaging
about $75 million over the past three years, and has $168 million
of cash as of March 31, 2010.  JDA said it is reviewing the
decision and will seek to have it reversed.  Although the appeals
process could take years to resolve and could be substantially
less in total value, if the verdict is upheld, it could limit
rating upside potential and the company's ability to pursue its
growth objectives.

The 'BB-' rating reflects JDA's second-tier presence in a highly
competitive and consolidating industry, niche product offerings,
and risk associated with switching its product development
initiatives to a new technology platform, along with a
$246 million jury verdict against the company.  A solid base of
recurring revenues and currently moderate leverage for the rating
partially offset these fundamental business characteristics and
the potential future payment.  JDA is a provider of software
applications offering a comprehensive suite of products,
specializing in enterprise resource planning, supply and demand
chain optimization, and analytics.

The acquisition of I2 Technologies Inc. expanded JDA's
customer base and product capabilities into the discrete
manufacturing market, provided additional scale, and should
help JDA realize cost synergies through higher utilization
and rationalization of the combined sales, product development,
and service organizations.  Revenues are about $617 million,
with about $216 million of that amount coming from recurring
annual service and subscription fees.  Since the rating
incorporates Standard & Poor's expectation for continued
acquisitive growth, the company's established track record of
integrating operations helps temper acquisition-related risk
concerns.


JOE MIRANDA: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Joint Debtors: Joe Ortaliz Miranda
               Imelda Vicencio Miranda
               14317 La Rinconada Drive
               Los Gatos, CA 95023

Bankruptcy Case No.: 10-56690

Chapter 11 Petition Date: June 28, 2010

Court: United States Bankruptcy Court
       Northern District of California (San Jose)

Judge: Arthur S. Weissbrodt

Debtor's Counsel: Kenneth R. Graham, Esq.
                  Law Office of Kenneth R. Graham
                  171 Mayhew Way #208
                  Pleasant Hill, CA 94523
                  Tel: (925) 932-0170
                  E-mail: krg@elaws.com

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

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/canb10-56690.pdf

The petition was signed by Joe Ortaliz Miranda and Imelda Vicencio
Miranda.


KINETIC CONCEPTS: S&P Raises Corporate Credit Rating to 'BB+'
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
corporate credit rating on San Antonio, Texas-based Kinetic
Concepts Inc. to 'BB+' from 'BB'.  The outlook is stable.

At the same time, S&P raised its senior secured debt rating on KCI
to 'BBB' from 'BBB-' and raised its senior unsecured debt rating
on the company to 'BB-' from 'B+'.  S&P's recovery ratings on the
company remain unchanged.

"The rating action reflects KCI's improved financial risk profile,
which S&P now view as intermediate," said Standard & Poor's credit
analyst Jesse Juliano.  This is based on the company's adjusted
debt to EBITDA of 2.3x and adjusted funds from operations to debt
of 31% as of March 31, 2010.  "S&P also believe that the company
is more likely to make smaller, bolt-on acquisitions, rather than
large debt-financed acquisitions that would significantly alter
S&P's view of the company's financial risk profile," added Mr.
Juliano.

The rating on Kinetic Concepts Inc. reflects the company's still-
significant dependence on its vacuum-assisted closure device for
hard-to-heal wounds, which subjects the company to competitive
technological developments and potential third-party pricing
pressure.  These issues are only partly offset by the well-
entrenched market position and cash flow related to the VAC
device, product diversification from LifeCell Corp., and the
company's ability to avoid an aggressive financial risk profile
while executing its acquisition strategy.

KCI's fair business risk profile continues to reflect the
company's reliance on VACs and related products, which contributed
71% of its total revenues in 2009.  This is down from 74% in 2008
because of the LifeCell acquisition.  Notwithstanding the addition
of LifeCell's regenerative therapies and revenue contribution from
KCI's specialty hospital surfaces, the VAC is still extremely
important to the company.  Standard & Poor's believes the VAC
could continue to benefit from its strong clinical results and
improving market awareness.  Also, the company is broadening its
offering of negative pressure products to address the healing of
closed wounds and home use.  However, S&P sees three potential
threats that could slow the company's growth: increased
competition, pricing pressures, and patent expiration.

Although the VAC's success has contributed to the company's
improving credit profile over the years, KCI's product
concentration and acquisition strategy temper the potential for
further upgrades.  Although S&P expects KCI to use free cash flow
to pay down debt in the near term, S&P also believes the company
will use cash flows (in the medium to long term) and borrowing
capacity to further diversify product offerings through
acquisitions.  S&P expects KCI to continue operating within an
intermediate financial risk profile, a profile that would be
consistent with its upper-end speculative-grade rating.

The ratings on KCI could be lowered if the company assumes a more
aggressive financial profile through debt-financed acquisitions.
This could occur if S&P believed that debt leverage would remain
above 3x for a sustained period.  Also, in the unexpected event
that competitors meaningfully erode KCI's market share and
undermine profitability, S&P could lower the rating on prospects
of declining revenues and a margin contraction of 500 basis
points.  Conversely, if the company successfully diversifies its
product offerings through a controlled acquisition strategy over
time, and at least retains its VAC market share, S&P could raise
the rating.


L-3 COMM: Moody's Ratings Unmoved By Unit's Gov't Contract Halt
---------------------------------------------------------------
Moody's Investors Service said recent disclosures by L-3
Communication Holdings Corporation that a unit of the company has
been temporarily suspended from receiving additional U.S.
Government contracts do not affect the Baa3 senior unsecured
rating at this time.

The last rating action was on May 18, 2010, at which time L-3's
long-term rating was upgraded to Baa3 from Ba1.

L-3 Communications Holdings, Inc., is a prime contractor in
aircraft modernization and maintenance, C3ISR (Command, Control,
Communications, Intelligence, Surveillance and Reconnaissance)
systems, and government services.  In addition, L-3 provides high
technology products, systems and subsystems.  Revenues in 2009
were approximately $15.6 billion.

In May 2010, Moody's raised the ratings on L-3 Communications
Holdings, Inc's. (L-3) and L-3 Corp.'s subordinated obligations to
Ba1 from Ba2.


LAZARE KAPLAN: Receiving a Notice From NYSE Amex LLC
----------------------------------------------------
Lazare Kaplan International Inc. disclosed that by letter dated
June 18, 2010, the staff of the NYSE Amex LLC notified the Company
of the Exchange's intent to strike the common stock of the Company
from the Exchange by filing a delisting application with the
Securities and Exchange Commission, pursuant to Section 1009 of
the NYSE Amex Company Guide.

As previously disclosed by the Company, it was notified by the
Staff by letter dated September 16, 2009 that the Company was not
in compliance with Sections 134 and 1101 of the Company Guide due
to its failure to file its Form 10-K for the year ended May 31,
2009.  The Company's inability to file the Form 10-K stemmed from
its inability to resolve a material uncertainty concerning (a) the
collectability and recovery of certain assets, and (b) the
Company's potential obligations under certain lines of credit and
a guaranty (all of which, the "Material Uncertainties").  As the
Company has been unable to resolve the Material Uncertainties,
through ongoing negotiations and/or the initiation of lawsuits
with certain of the relevant parties (also as previously disclosed
by the Company), the Company is unable to assess the potential
effect the ultimate resolution of these matters will have on its
financial position and results of operations, or to finalize its
(a) financial statements for Fiscal 2009 and obtain an unqualified
opinion thereon from its auditors necessary in order to file its
Form 10-K, and (b) financial statements for each of the first
three fiscal quarters of 2010 or timely file its Form 10-Q's for
those quarters.

In response to the September Letter, the Company submitted a Plan
of Compliance to the Staff on October 7, 2009 (the "Plan"),
advising the Exchange of action it has taken, or will take, to
bring the Company into compliance with Sections 134 and 1101 of
the Company Guide.

The Company received a second Deficiency Letter from the Staff
dated October 20, 2009, relating to the Company's failure to
timely file its Quarterly Report on Form 10-Q for the quarter
ended August 31, 2009.

On November 11, 2009, the Exchange notified the Company that it
accepted the Plan and granted the Company an extension until
December 31, 2009 to regain compliance with the Exchange's
continued listing standards.

On December 31, 2009, the Company submitted to the Staff a
supplement to the Plan, requesting an extension of the Exchange's
delisting deadline to May 31, 2010.  On January 25, 2010, the
Company received a letter from the Staff (the "January Letter"),
granting the extension, and advising the Company that the Staff
would initiate delisting proceedings if the Company was not in
compliance with all of the requirements of the Exchange's
continued listing standards at the end of the Plan period, as so
extended.  Additionally, the January Letter also related to the
Company's failure to timely file its Quarterly Report on Form 10-Q
for the quarter ended November 30, 2009.

The Company received an additional Deficiency Letter from the
Staff dated April 26, 2010, relating to the Company's failure to
file its Quarterly Report on Form 10-Q for the quarter ended
February 28, 2010.

According to the Notice, as the Company has not filed any of its
delinquent SEC reports, and due to the prolonged absence of
reliable financial information and the uncertainty of when the
Company will make its required SEC filings, the Staff has
determined that a further listing extension would be inconsistent
with applicable Exchange standards. Based on the foregoing, the
Staff concluded that it is appropriate to initiate immediate
delisting proceedings.  Additionally, the Notice also related to
the Company's failure to hold an annual meeting of its
stockholders during its fiscal year ended May 31, 2010, due to the
Company being precluded from holding an annual meeting since Rule
14a-3(b) promulgated under the Securities Exchange Act of 1934, as
amended, requires that a proxy statement for an annual meeting to
elect directors be accompanied by or preceded by an annual report
with audited financial statements for the three most recent fiscal
years.

In accordance with Sections 1203 and 1009(d) of the Company Guide,
the Company has a limited right to appeal the Decision by
requesting an oral hearing or a hearing based on a written
submission before a Listing Qualifications Panel.  If the Company
elects not to appeal the Decision by June 25, 2010, it will become
final.  The Staff will then suspend trading in the Company's
common stock on the Exchange and file an application to the SEC to
strike the Company's common stock from listing and registration on
the Exchange in accordance with Section 12 of the Exchange Act and
the rules promulgated thereunder.

The Company has determined not to appeal the Exchange's Decision,
and expects for its common stock to be quoted on a tier of the
Pink Sheets marketplace subsequent to the delisting.
Nevertheless, the Company intends to continue to work as
expeditiously as possible to resolve the Material Uncertainties so
that the Company can file all of its delinquent SEC reports.  Upon
filing all such reports, the Company presently expects to reapply
to the Exchange for its common stock to again be listed on the
Exchange.

                       About Lazare Kaplan

Lazare Kaplan International Inc. sells its diamonds and jewelry
products through a worldwide distribution network.  The Company is
noted for its ideal cut diamonds, which it markets internationally
under the brand name, Lazare Diamonds(R).


LEHMAN BROTHERS: Expands Jones Day Work for Fifth Time
------------------------------------------------------
By a fifth supplemental application, Lehman Brothers Holdings Inc.
and its units sought and obtained approval to modify the scope of
Jones Day's employment as special counsel to include legal
services with respect to certain additional matters, nunc pro tunc
to certain engagement dates:

  (a) March 17, 2010 for the representation of the Debtors in
      connection with the joint representation of Lehman
      Brothers Holdings Inc. and these entities know as the
      "Funds":

         * PCCP Mezzanine Recovery Partners II, L.P.;
         * Lehman Brothers Real Estate Partners II, L.P., Lehman
           Brothers Real Estate Partners III, L.P.;

         * Lehman Brothers Real Estate Fund III, L.P., Trilantic
           Capital Partners III L.P.; and

         * Trilantic Capital Partners IV L.P.

      with respect to the Barclays Fund Litigation,
      including representing the estates with respect to claims
      asserted against the Debtors arising in or in connection
      with the Barclays Fund Litigation; and

  (b) other dates agreed to by the Debtors and Jones Day for
      other matters relating to Barclays.

In the Barclays Fund Litigation, Barclays has filed a complaint
that alleges that the defendant-Funds failed to pay Barclays
certain fees associated with the pre-Commencement Date placement
of investors in the Funds by the Private Investment Management
business unit and other related post-Commencement Date services
allegedly provided by Barclays to the Funds.

The Debtors note that although they are not named as defendants
in Barclays' complaint, they, nonetheless, believe it is
appropriate to retain counsel with respect to matters relating to
the Barclays Fund Litigation. First, LBHI indirectly owns general
partnership interests in some, but not all, of the defendant-
Funds.

The Barclays Fund Litigation also involves matters directly
relating to the Purchase Agreement and the so-called
"Clarification Letter" and certain of the Funds have asserted
that Lehman is obligated to indemnify the Funds against the
claims asserted by Barclays in the Barclays Fund Litigation.

The Debtors assert that Jones Day's representation of the Funds
is limited to the joint defense of the Funds in the Barclays Fund
Litigation, and it is expressly understood that if at any time a
conflict arises between the Funds and LBHI, requiring that the
parties obtain separate representation with respect to the
Barclays Fund Litigation, the Funds agree that Jones Day may
withdraw from the joint representation of the Funds and continue
to represent LBHI or LBHI's interests in the Barclays Fund
Litigation and in other LBHI matters, except that Jones Day may
not appear in the Barclays Fund Litigation or other LBHI matters
on behalf of LBHI adverse to the Funds.

Jones Day is currently representing the Debtors with respect to
certain other matters involving Barclays.  Accordingly, the
Debtors believe that Jones Day is both well qualified and
uniquely able to provide services relating to the Additional
Matters, and that its retention would be in the best interest of
the Debtors' estates, their creditors and other parties-in-
interest.

Since the Debtors are seeking to engage Jones Day with respect to
the Additional Matter, the Debtors ask entry of an order,
pursuant to Section 327(e) of the Bankruptcy Code, Rule 2014(a)
of the Federal Rules of Bankruptcy Procedure, and Rule 2014-1 of
the Local Rules of Bankruptcy Procedure for the Southern District
of New York, expanding the scope of Jones Day's retention as
special counsel for the Debtors, effective as of the Engagement
Dates, with respect to the Additional Matters.

Robert C. Micheleto, Esq., a member of Jones Day, assures the
Court that his firm does not represent or hold any interest
adverse to the Debtors or the Debtors' estates with respect to
the Additional Matters.

                        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: Gets Go Signal to Hire Dechert as Special Counsel
------------------------------------------------------------------
Lehman Brothers Holdings Inc. and their affiliated debtors
received court approval to employ Dechert LLP as their special
counsel effective to March 1, 2010.

Dechert has served as one of the Debtors' "ordinary course"
professionals.  The firm's fees for its services, however,
exceeded $1 million prompting the Debtors to seek court approval
to employ the firm as their special counsel.

Pursuant to the Court's prior order, an ordinary course
professional is required to file an application to be employed as
a professional in accordance with Sections 327 and 328 of the
Bankruptcy Code if payment to that professional exceeds
$1 million while the Debtors are still in bankruptcy.

As special counsel, Dechert will continue to render those
services it provided to the Debtors while still an ordinary
course professional as well as represent them in connection with
other real estate financings and transactions.

The Debtors propose to pay Dechert on an hourly basis and
reimburse the firm for any expenses incurred in connection with
its employment.  All fees and expenses of the firm that were
incurred on or after March 1, 2010, will be subject to court
approval upon application by the firm.

In a declaration, Katherine Burroughs, Esq., a partner at Dechert
LLP, assures the Court that the firm does not hold or represent
interest adverse to the Debtors' estates.

                        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: Proposes Reed Smith as Special Counsel
-------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors seek
court approval to employ Reed Smith LLP as special counsel.

The Debtors tapped the firm to give them advice concerning their
directors' and officers' liability insurance coverage.
Specifically, Reed Smith is tasked to:

  (1) advise the Debtors regarding potential insurance recovery
      under the D&O insurance policies issued to them in
      connection with claims made against directors and
      officers;

  (2) prepare court papers as necessary with regard to potential
      D&O insurance recovery for claims made against the
      Directors and officers; and

  (3) appear and represent the Debtors' interests with respect
      to issues concerning D&O insurance recovery.

Reed Smith will be paid for its services on an hourly basis and
will also be reimbursed for its expenses.  The hourly rates for
the firm's professionals range from $475 to $790 for partners,
$240 to $620 for associates and counsel, and $130 to $340 for
paraprofessionals.

In a declaration, Carolyn Rosenberg, Esq., a member of Reed Smith,
assures the Court that the firm does not hold interest adverse to
the Debtors' estates.

                        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 OK for Sotheby's as Auction House
-----------------------------------------------------------
Lehman Brothers Holdings Inc. and its units received approval of
the U.S. Bankruptcy Court for the Southern District of New York to
employ Sotheby's Inc. as their auction house.

The Debtors tapped the firm to conduct a public auction of about
50 works from their corporate art collection estimated to be
worth less than $300,000, or to arrange a private sale in case
the items are not sold at the auction.  The auction is expected
to be held sometime in September of this year.

Under an agreement with Sotheby's, the Debtors will not pay the
auction house for its services or reimburse its expenses.
Sotheby's' commission will solely consist of the amount that it
charges the buyer on each lot sold and retains for its account.
This buyer's premium will be added to the hammer price and is
payable by the purchaser as part of the total price.

The buyer's premium will be assessed as follows: 25% of the
hammer price up to $50,000; 20% of any amount in excess of
$50,000 up to $1 million; and 12% of any amount in excess of
$1 million.  Sotheby's will shoulder all expenses from the sale of
the items.

For art that is sold at the auction, the Debtors will receive the
sale proceeds after deducting the buyer's premium.  In addition
to receiving 100% of the hammer price, the Debtors will also
receive a fee for consignment, which will be paid from the
buyer's premium.

Sotheby's has also agreed to pay an introductory commission to
the Debtors' art consultant, Kelly Mathew Wright, from the
buyer's premium.  Mr. Wright will receive 2% of the hammer price
of the property collected and received by Sotheby's up to
$5 million and 1% of the hammer price in excess of $5 million.

In a declaration, Richard Buckley, executive vice-president at
Sotheby's, assures the Court that the firm does not hold or
represent interest adverse to the Debtors.

In a revised proposed order, the Debtors propose to employ
Sotheby's as its auction house provided that notwithstanding
anything contained in the agreement with Sotheby's to the
contrary, LBHI will not indemnify the auction house to the extent
any applicable claim, action, damages, loss, liability or expense
arises from the auction house's bad faith, self-dealing, breach
of fiduciary duty, negligence, willful misconduct, criminal
conduct or the disclosure of confidential information.

                        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: Judge Offers Hope to BNY Appeal
------------------------------------------------
Bankruptcy Law360 reports that a bankruptcy judge has offered hope
to Bank of New York Mellon Corp. in its so-far stymied efforts to
appeal a ruling preserving a Lehman Brothers Holdings Inc.
affiliate's priority rights to $70 million in swap collateral.

                       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: Creditor Group Wants Substantive Consolidation
---------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that an ad hoc group of
the creditors with $15.5 billion in claims against Lehman Brothers
Holdings Inc. said that substantive consolidation of 23 Lehman
affiliates would increase recoveries for holding company creditors
"by billions."  Lehman has filed a Chapter 11 plan that proposes
that creditors of each of the Lehman companies are treated
according to the claims against the particular affiliate and the
assets of the entity in question.

According to the report, the ad hoc group also said that the
"purported settlement" in Lehman's plan regarding some guarantee
claims is "illusory."

The creditor group, Bloomberg relates, wants the bankruptcy judge
to hold a status conference on July 14 to address how disputes
over the disclosure statement should be handled.  The group
includes California Public Employees' Retirement System, Canyon
Capital Advisors LLC, Fortress Credit Opportunities Advisors LLC,
Owl Creek Asset Management LP and Paulson & Co.

                        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)


LEUCADIA NAT'L: Moody's Gives Stable Outlook; Keeps Low-B Ratings
-----------------------------------------------------------------
Moody's Investors Service changed Leucadia National Corporation
rating outlook to stable from negative and affirmed the company's
B1 corporate family and probability of default ratings, B1 senior
unsecured notes ratings, as well as the B3 rating on the company's
senior subordinated and junior subordinated notes.

The change in the ratings outlook to stable from negative reflects
the combination of an improvement in the performance and outlook
for its operating companies, the improved valuation of its
investments and associated companies, and the sizeable liquidity
position that allows the company to finance its weaker operations
if necessary.  Management's successful investment track record
along with a willingness to divest and a conservative approach to
investing additional capital in the weaker operations also
supports the stable ratings outlook.

Leucadia's B1 CFR considers the current and anticipated
performance of its operating companies, portfolio value versus its
direct and indirect indebtedness, as well as its liquidity
position.  The rating reflects the low levels of profitability at
various operating units and a strategy for shareholder wealth
creation that is based to a large degree on asset price
appreciation.  The rating considers that the company's strategy
may prove more difficult to execute in a weak economic and capital
market environment.  Additionally, Leucadia's portfolio does not
provide current cash flow from operating activities.  Furthermore,
although the company has a long and successful track record of
purchasing companies and investments that build equity over time,
the current economic environment and capital markets are not as
supportive of this type of strategy.  The company also has
significant investments in the common stock of four public
companies including a full service investment bank and an
independent auto finance company.  As publicly traded companies,
Leucadia can use these investments as a source of capital if
necessary to support its liquidity or new investments.  The
company also has dozens of investments in companies that are not
publicly traded that are therefore not very liquid.

Outlook Actions:

Issuer: Leucadia National Corporation

  -- Outlook, Changed To Stable From Negative

LGD Changes:

Issuer: Leucadia National Corporation

  -- Senior Subordinated Conv./Exch.  Bond/Debenture, Changed to
     LGD6, 93% from LGD6, 92%

  -- Senior Unsecured Regular Bond/Debenture, Changed to LGD4, 56%
     from LGD4, 51%

The last rating ratings action was on June 12, 2009, when
Leucadia's corporate family rating was downgraded to B1 from Ba3
and the outlook changed to negative.

Leucadia National Corp, headquartered in New York, New York, is a
diversified holding company engaged in a variety of businesses,
including manufacturing, telecommunications, land based contract
oil and gas drilling, property management and services, gaming
entertainment, real estate activities, medical product development
and winery operations.  The company also has significant
investments in four public companies and owns equity interests in
operating businesses and investment partnerships which are not
publicly traded.


LIMITED BRANDS: Fitch Upgrades Ratings on Senior Notes to 'BB+'
---------------------------------------------------------------
Fitch Ratings has upgraded these ratings on Limited Brands, Inc.:

  -- Senior secured bank credit facility to 'BBB-' from 'BB+';
  -- Senior unsecured guaranteed notes to 'BB+' from 'BB'.

Fitch has also affirmed these Issuer Default Ratings and
outstanding debt ratings:

  -- Long-term IDR at 'BB+';
  -- Short-term IDR at 'B';
  -- Senior unsecured notes at 'BB';
  -- Commercial Paper at 'B'.

Additionally, Fitch has revised Limited Brands' Rating Outlook to
Stable from Negative.  As of May 1, 2010, Limited Brands had
$2.5 billion of debt outstanding.

The upgrades of the secured and guaranteed issue ratings recognize
the improvement in Limited Brands' credit profile and changes to
its capital structure over the past year.  The upgrade on the
senior secured credit facility, representing 27% of Limited
Brands' debt structure on a fully drawn basis, reflects the
facility's first-priority security interests in substantially all
tangible and intangible assets of Limited Brands and its domestic
subsidiaries including receivables, inventory, equipment and
intellectual property.  The upgrade on the senior unsecured
guaranteed notes, which represent 26% of the debt structure,
reflects the guarantees by the subsidiaries that guarantee the
senior credit facility.  The guarantors represent substantially
all of the revenues and assets of the domestic subsidiaries.

The Outlook revision to Stable reflects the sequential improvement
in Limited Brands' comparable store sales over the past four
quarters to 10% in the first quarter of fiscal 2010 from 1% in the
fourth quarter, -2% in the third quarter, and -9% in the second
quarter of fiscal 2009.  The Outlook revision also reflects
Limited Brands' ability to improve operating margins resulting in
a strengthening in credit metrics in the last twelve months (LTM)
ending May 1, 2010, and Fitch's expectation of positive mid
single-digit comparable store sales growth and continued operating
EBIT margin expansion driving stronger operating results and
credit metrics in fiscal 2010.

The ratings continue to reflect Limited Brands' strong brand
recognition and dominant market positions in intimate apparel and
personal care and beauty products, solid cash flow generation and
strong liquidity.  The ratings also consider Limited Brands' track
record of shareholder-friendly activities and increasingly
competitive landscape.

Despite a challenging retail environment in 2009, Limited Brands
increased its operating EBIT to $862 million in fiscal 2009 from
$695 million in fiscal 2008 as comparable store sales improved and
ultimately turned positive in the fourth quarter of fiscal 2009.
The improvement in profitability stemmed from Limited Brands'
aggressive management of inventory, which resulted in less
promotional activity.  With inventory per selling square foot
decreasing 10% while sales declined 4.5% in fiscal 2009, gross
margin improved 190 basis points to 35.1% compared to fiscal 2008
and continued to improve in the first quarter of fiscal 2010 to
35.9%.  In addition, Limited Brands' prudent management of its
cost structure resulted in LTM SG&A as a percentage of sales
decreasing to approximately 25%.  The improvement in operating
profit in the LTM period combined with a debt reduction of
$374 million resulted in leverage decreasing to 3.6 times from
4.5x in fiscal 2008.  Fitch expects operating results and credit
metrics to remain stable in fiscal 2010 and beyond based on mid
single-digit revenue growth and modest improvement in operating
margins.

Limited Brands has strong liquidity that is supported by
$1.2 billion of cash and cash equivalents and $847 million of
availability under its $927 million senior unsecured credit
facility as of May 1, 2010.  In addition, Limited Brands generated
$519 million of free cash flow due to a decrease in capital
expenditures from historical levels.  While capital expenditures
are expected to increase from 2009, Fitch expects Limited Brands
to continue to generate positive free cash flow and end with cash
of approximately $1.5 billion in fiscal 2010.

Longer term, Fitch expects Limited Brands to maintain strong
liquidity although it could use a portion of its cash balance to
return capital to shareholders.  With the limitation on restricted
payments in the credit facility covenants lifted, Limited Brands
declared a special dividend totaling $325 million and approved a
$200 million share repurchase program in March 2010.  Fitch
expects this share repurchase program to be completed this year
and funded with excess cash.  More significant debt-financed share
repurchase activity could be a concern to the rating.


LINCOLN NATIONAL: Fitch Upgrades Ratings on Junior Debt From 'BB+'
------------------------------------------------------------------
Fitch Ratings has upgraded the long-term ratings of Lincoln
National Corporation and removed them from Rating Watch Positive.
Fitch has also assigned a Stable Outlook and withdrawn its rating
on LNC's perpetual preferred securities.  Key actions are with a
full list of rating actions and ratings at the end of this
release:

Fitch has upgraded these LNC ratings:

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

In addition, Fitch has withdrawn this:

  -- $950 million perpetual preferred securities 'BB+'.

The ratings actions follow LNC's announcement that it has
repurchased all of the $950 million of preferred shares issued to
the U.S. Treasury under its Capital Purchase Program in June 2009.
LNC used proceeds from its recent equity and debt offerings, as
well as existing cash, for the repurchase.  On June 3, 2010, Fitch
placed LNC's long-term holding company ratings on Rating Watch
Positive.  At that time, Fitch said it would resolve the Rating
Watch Positive and consider a return to standard notching between
the holding company IDR rating and the insurance company IFS
rating once LNC repays outstanding CPP funding.

Overall, Fitch views the replacement of CPP funds with more
permanent capital market financing as marginally positive in that
it demonstrates an overall improved financial position and
increased access to capital markets.  Although having the CPP
capital on hand provided LNC an additional capital cushion for
near-term uncertainties, ultimately, repayment should favorably
reduce the potential negative impact to LNC's business position,
franchise value and management team that are concerns for
companies that operate long-term under federal government support
and related restrictions.

Fitch's ratings and Stable Outlook reflect its view that LNC has
taken important steps to enhance financial flexibility and reduce
liquidity concerns at the holding company.  Concerns about LNC's
liquidity and financial flexibility were a major factor behind
Fitch's expanded holding company notching in April 2009 and
arguably LNC's $950 million participation in CPP.

While LNC continues to face challenges, primarily related to asset
risk, refinancing risk and operating performance, Fitch believes
they are manageable within the context of the ratings.  However,
LNC's ratings could be under pressure if the company were unable
to meet certain rating expectations including, but not limited to:

  -- A traditional financial leverage ratio at or below 25% (1Q'10
     leverage was 20%);

  -- The preservation of holding company cash in the range of 12-
     18 months of annual interest, common stock dividends and debt
     maturities;

  -- The ability to execute on long-term solutions for life
     insurance reserve financing;

  -- A minimum RBC of 400% at the insurance company during normal
     economic cycles;

  -- Investment losses within Fitch's base case loss expectations;
     and

  -- The maintenance of solid operating performance and
     competitive positions.

Lincoln National Corp., headquartered in Radnor, PA, markets a
broad range of insurance and asset accumulation products and
financial advisory services primarily to the affluent market
segment.  The company's consolidated assets were $181.6 billion,
and common equity was $12.4 billion at March 31, 2010.

Fitch upgrades these ratings of LNC with a Stable Outlook:

Lincoln National Corporation

  -- Long-term IDR to 'A-' from 'BBB+';

  -- 6.2% senior notes due Dec.  15, 2011 to 'BBB+' from 'BBB';

  -- 5.65% senior notes due Aug. 27, 2012 to 'BBB+' from 'BBB';

  -- 4.75% senior notes due Jan.  27, 2014 to 'BBB+' from 'BBB';

  -- 4.75% senior notes due Feb.  15, 2014 to 'BBB+' from 'BBB';

  -- 4.3% senior notes due June 2015 to 'BBB+' from 'BBB';

  -- 7% senior notes due March 15, 2018 to 'BBB+' from 'BBB';

  -- 8.75% senior notes due July 1, 2019 to 'BBB+' from 'BBB';

  -- 6.25% senior notes due Feb.  15, 2020 to 'BBB+' from 'BBB';

  -- 6.15% senior notes due April 7, 2036 to 'BBB+' from 'BBB';

  -- 6.3% senior notes due Oct.  9, 2037 to 'BBB+' from 'BBB';

  -- 7% senior notes due June 2040 to 'BBB+' from 'BBB';

  -- 6.75% junior subordinated debentures due April 20, 2066 to
     'BBB-' from 'BB+';

  -- 7% junior subordinated debentures due May 17, 2066 to 'BBB-'
     from 'BB+';

  -- 6.05% junior subordinated debentures due April 20, 2067 to
     'BBB-' from 'BB+'.

Lincoln National Capital VI

  -- Trust preferred securities to 'BBB-' from 'BB+'.

Fitch withdraws this rating:

Lincoln National Corporation

  -- Cumulative Perpetual Preferred Stock 'BB+'.

Fitch's current short-term ratings for LNC are:

Lincoln National Corporation

  -- Short-term IDR 'F2';
  -- CP 'F2'.

Fitch's current ratings for LNC's insurance subsidiaries are with
a Stable Outlook:

Lincoln National Life Insurance Company
Lincoln Life & Annuity Company of New York
First Penn-Pacific Life Insurance Company

  -- Insurer Financial Strength 'A+'.


MAGNETEK INC.: Gets NYSE Notice for Falling Below Standards
-----------------------------------------------------------
Magnetek, Inc., disclosed that, on June 21, 2010, the Company
received notification from NYSE Regulation of being below the
continued listing standards of the New York Stock Exchange.  The
Company is considered below criteria established by the NYSE
because the Company's average market capitalization has been less
than $50 million over a consecutive 30 trading-day period and its
last reported shareholders' equity was less than $50 million.

In accordance with NYSE procedures, the Company has 45 days from
the receipt of the notice to submit a business plan to the NYSE
demonstrating how it intends to regain compliance with the NYSE's
continued listing standards within 18 months.  Magnetek intends to
develop and submit such a business plan within the required time
frame.  The Listings and Compliance Committee of the NYSE (the
"Committee") will then review the business plan for final
disposition.

In the event the Committee accepts the plan, the Company will be
subject to quarterly monitoring for compliance with the business
plan and the Company's stock will continue to trade on the NYSE
during the plan period, subject to the Company's compliance with
other NYSE continued listing requirements.  In the event the
Committee does not accept the business plan, the Company will be
subject to suspension by the NYSE and delisting procedures.

The Committee may, at its discretion, accept the Company's
business plan but choose to truncate the usual 18 month plan
period, given the recurrence of having fallen below the continued
listing standards.  In November 2008, the Company was notified by
NYSE Regulation that it was not in compliance with the continued
listing standards of the NYSE, and the Company subsequently
submitted a business plan and regained compliance with the listing
standards as of the end of that initial 18 month plan period in
May 2010.

                      About Magnetek Inc

Magnetek, Inc. manufactures digital power and motion control
systems used in material handling, people moving and energy
delivery.  The Company is headquartered in Menomonee Falls, Wis.
in the greater Milwaukee area and operates manufacturing
facilities in Pittsburgh, Pa., Canonsburg, Pa. and Mississauga,
Ontario, Canada as well as Menomonee Falls.  The Company reported
revenues of $98 million for its 2009 fiscal year, which ended
June 28, 2009.


MASHANTUCKET PEQUOT: July 13 Bank Debt Payment Looms
----------------------------------------------------
The Wall Street Journal's Mike Spector reports that the
Mashantucket Pequot Tribal Nation, which owns and operates
Foxwoods Resort Casino in Ledyard, Conn., is in talks with banks
and bondholders about how best to restructure more than $2 billion
in debt that it can no longer afford.  A mid-July deadline for a
big payment to lenders looms, and, according to the Journal,
people familiar with the matter said the tribe wants bondholders
to wipe out a significant portion of its roughly $1.3 billion in
bond debt, in some cases paring the tribe's obligations by at
least half.

The bondholders are working on a counteroffer that could include
small cuts in the debt and would ease the repayment terms, sources
told the Journal.  The bondholders haven't yet coalesced around
one approach, these people said.

The Journal says the deadline involves a $700 million revolving
credit facility the tribe tapped from banks led by Bank of America
Corp.'s Merrill Lynch.  The facility matures on July 13 and the
tribe would need to pay off the entire credit line on that day,
though it is likely to seek an extension because of the slow
progress of the talks.  The Pequots breached a covenant on that
debt in the fall and have received several waivers on that breach
since.

According to the Journal, negotiations between the tribe and its
bondholders have been going on since December, when the Pequots
made their offer, and have taken on a new urgency with the credit
line coming due.  The Pequots also have proposed a "reset" in
which they would pay back more of the debt should business
improve, said one of the people familiar with the matter.

The tribe and Bank of America declined to comment.

The result of the Pequot restructuring "is going to really send a
message -- either way -- to the lending community," the Journal
quotes Keith Foley, a senior vice president at Moody's Investors
Service, as saying.  "If the creditors take a haircut and it
appears [the tribe] got the upper hand and came out much better
than the creditors did, that could be a real problem."

The Journal relates Moody's recently stopped rating the Pequots
amid a dearth of information about the tribe's finances.  The
Pequots have gone "radio silent," Mr. Foley said.

The Journal notes that investors over the years paid little
attention to the federal protections for tribes that can
complicate relations with creditors.  Tribes are sovereign nations
and because they are the only ones that can operate casinos on
tribal land, lenders can't foreclose on the assets and sell them
off as they would do with other defaulting borrowers.  Nor can the
tribe file for bankruptcy, according to most analysts.

The Journal also relates that the Pequots, like some other tribes,
use proceeds from the casino to fund a fully functioning
government and society, including a post office, police force and
community center.  The tribe also pays out dividend-like checks --
known as "distribution" or "incentive" payments -- to its members
from the casino's revenue. Those individual payments have totaled
as much as $120,000 for some members, according to some estimates,
and became something of a lightning rod in restructuring
negotiations.  The tribal council forced out its chairman, Michael
Thomas, last fall after he suggested payments to tribal members
would come before those to creditors, a move that unnerved
lenders.

The Journal says distributions to tribal members have been pared,
though by how much remains unclear.  The tribe declined to comment
on its distributions.


MARK MARTIN: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Mark Steven Martin
        510 Happy Valley Rd
        Pleasanton, CA 94566

Bankruptcy Case No.: 10-47335

Chapter 11 Petition Date: June 28, 2010

Court: United States Bankruptcy Court
       Northern District of California (Oakland)

Judge: Leslie J. Tchaikovsky

Debtor's Counsel: Scott J. Sagaria, Esq.
                  Law Offices of Scott J. Sagaria
                  333 W San Carlos St. #1700
                  San Jose, CA 95110
                  Tel: (408) 279-2288
                  E-mail: sjsagaria@sagarialaw.com

Estimated Assets: $0 to $50,000

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

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

The petition was signed by Mark Steven Martin.


MEDICAL STAFFING: Prepack Filing Deadline Now July 2
----------------------------------------------------
The deadline for Medical Staffing Network Holdings Inc. to file a
prepackaged Chapter 11 reorganization was moved back to July 2
from June 28.

On June 28, 2010, the Company and all of its wholly owned
subsidiaries, including Medical Staffing Network, Inc. and Medical
Staffing Holdings, LLC, entered into a Third Amendment to
Forbearance Agreement with General Electric Capital Corporation,
as administrative agent, and with the required percentage of the
first lien lenders under the Company's Amended and Restated Credit
Agreement dated March 12, 2009.  Under the Amendment, GECC, as
agent, and the first lien lenders have agreed to forbear from
exercising default related rights and remedies with respect to the
first lien debt until July 2, 2010, unless a "Forbearance
Default," as defined in the Second Forbearance Agreement, Limited
Waiver and Amendment to Amended and Restated Credit Agreement
entered into between the above-named parties effective as of
April 7, 2010 occurs prior to that date.

The Amendment also increases from $7 million to $9 million (at any
one time outstanding) the amount that GECC may make available to
the Company for additional revolving loans if the Company needs
liquidity assistance to meet its obligations as they come due
(based on a cash flow schedule approved between the Company, GECC,
as agent, and the first lien lenders).

The Company continues to have discussions with its lenders about
the restructuring contemplated by the Restructuring Support
Agreement among the Company and its subsidiaries, GECC, as
administrative agent, all of the first lien lenders under the
First Lien Credit Agreement and more than 90% of the second lien
lenders under the Company's Amended and Restated Second Lien
Credit Agreement, dated March 12, 2009.  In that regard, it is
currently anticipated that the definitive terms of the
restructuring will be more completely documented in a proposed
Asset Purchase Agreement and in a definitive credit agreement
providing for a $15 million debtor-in-possession credit facility
to be provided by GECC and the first lien lenders, which
definitive agreements are expected to be entered into between the
effective date of the RSA and the date on which the Company files
its voluntary petition under Chapter 11 (currently expected to be
filed on July 2, 2010).

As previously disclosed, the RSA provides a number of grounds on
which the RSA may be terminated, in which event GECC and the first
lien lenders and second lien lenders will no longer be obligated
to support the restructuring of the Company's indebtedness, to
provide the DIP Facility, or to proceed with the acquisition
transaction. Further, the sale of the Company's assets and
business to the first lien lenders pursuant to the APA and the
terms of the DIP Facility will be subject to approval by the
Bankruptcy Court. As a result, while the Company expects the
restructuring to be completed in accordance with the terms of the
RSA, there can be no assurance that the definitive agreements
referred to above will be entered into or that the restructuring
will be successfully completed.

A copy of the Third Amendment is available for free at:

              http://researcharchives.com/t/s?65b9

                      About Medical Staffing

Boca Raton, Fla.-based Medical Staffing Network Holdings, Inc.
(OTC QX: MSNW) is one of of the largest diversified healthcare
staffing companies in the United States.  The Company provides per
diem nurse staffing services and travel, allied health and vendor
managed services.

The Company's balance sheet as of March 28, 2010, showed
$87.7 million in assets and $140.8 million of debts, for a
stockholders' deficit of $53.1 million.


MER TELEMANAGEMENT: Receives NASDAQ Notice of Non-Compliance
------------------------------------------------------------
Mer Telemanagement Solutions Ltd. has received a notice from The
NASDAQ Stock Market stating that the minimum market value of
publicly held shares was below $1,000,000 for 30 consecutive
business days and that the Company was therefore not in compliance
with NASDAQ Listing Rule 5550(a)(5).  The notification letter has
no effect at this time on the listing of the Company's ordinary
shares on The NASDAQ Capital Market.  The Company's ordinary
shares will continue to trade on The NASDAQ Capital Market under
the symbol MTSL.

The notification letter states that the Company will be afforded
180 calendar days, or until December 27, 2010, to regain
compliance with the rule.  To regain compliance, the Company's
market value of publicly held shares must meet or exceed
$1,000,000 for at least ten consecutive business days.

If the Company does not regain compliance by December 27, 2010,
NASDAQ will provide written notification to the Company that the
Company's ordinary shares are subject to delisting.  At that time,
the Company may appeal NASDAQ's delisting determination to a
NASDAQ Listing Qualifications Panel, and may submit a plan for
regaining compliance with the rule.

The Company intends to consider available options to resolve the
deficiency and regain compliance with the NASDAQ rule.

                             About MTS

Mer Telemanagement Solutions Ltd. (MTS) is a worldwide provider of
innovative solutions for comprehensive telecommunications expense
management (TEM) used by enterprises, and for business support
systems (BSS) used by information and telecommunication service
providers.


MOBILE MINI: S&P Affirms Corporate Credit Rating at 'BB-'
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Tempe, Ariz.-based portable storage units and
mobile office units leasing company Mobile Mini Inc.  S&P also
affirmed the 'B+' rating on the senior unsecured notes, one notch
below the corporate credit rating.  The '5' recovery rating
indicates S&P's expectations that lenders would receive a modest
(10% to 30%) recovery in a payment default scenario.  As of
March 31, 2010, Mobile Mini had about $1 billion of lease-adjusted
debt.

The ratings on Mobile Mini reflect its aggressive financial
profile and exposure to cyclicality in certain end markets.  The
company's leading market position and its ability to significantly
curtail capital spending in periods of weak demand somewhat offset
these weaknesses.

The outlook is stable.  S&P expects that over the near-term, the
company will maintain its financial profile and mitigate near-term
earnings and cash flow pressures by keeping capital spending at
significantly reduced levels and cutting costs.

"If there is a substantial change in the company's financial
profile, due to worse-than-expected earnings pressures, causing
funds flow from operations to total debt to fall to the high-
single-digit percent area for a sustained period, S&P could lower
the ratings," said Standard & Poor's credit analyst Funmi Afonja.
S&P expects that financial measures will improve in 2011 and
beyond.  "S&P could upgrade the company if this improvement is
stronger than S&P expected, resulting in funds from operations to
total debt rising into the high-teens percent area," she
continued.


NATIONAL ENVELOPE: Cenveo Bids to Acquire Assets for $140 Million
-----------------------------------------------------------------
Reuters reports Cenveo made a $140 million offer for the assets of
NEC Holdings Corp., and asked the U.S. Bankruptcy Court for the
District of Delaware to void any agreement that prevents NEC from
seeking competing offer, saying an open sale process is the surest
way to guarantee that creditors receive as much as possible for
their claims.

            About National Envelope Corporation

Uniondale, New York-based National Envelope Corporation --
http://www.nationalenvelope.com/-- is the largest manufacturer of
envelopes in the world with 14 manufacturing facilities and 2
distribution centers and approximately 3,500 employees in the U.S.
and Canada.  The company is an environmental leader in the paper
and envelope converting industries with certifications from the
Forest Stewardship Council (FSC), Rainforest Alliance, Sustainable
Forestry Initiative (SFI), Programme for the Endorsement of Forest
Certification (PEFC), Chlorine Free Products Association, and
Green Seal.

NEC Holdings Corp., together with affiliates, including National
Envelope Inc., filed for Chapter 11 on June 10, 2010 (Bankr. D.
Del. Lead Case No. 10-11890).  Kara Hammond Coyle, Esq., at Young
Conaway Stargatt & Taylor LLP, serves as bankruptcy counsel.
David S. Heller, Esq., at Josef S. Athanas, Esq., and Stephen R.
Tetro II, Esq., at Latham & Watkins LLP, serve as co-counsel.  The
Garden City Group is the claims and notice agent.  The U.S.
Trustee has appointed seven creditors to server in an official
committee of unsecured creditors.

NEC Holdings' petition says assets and debts range from
$100,000,001 to $500,000,000.


NEW ORIENTAL: Weinberg & Company Raises Going Concern Doubt
-----------------------------------------------------------
New Oriental Energy & Chemical Corp. filed on June 29, 2010, its
annual report on Form 10-K for the year ended March 31, 2010.

Weinberg & Company, P.A., in Boca Raton, Florida, 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 March 31, 2010.  The independent auditors noted
that the  Company incurred a net loss of $12,800,854 and has
negative cash flows from operations of $7,511,738 for the year
ended March 31, 2010, and has a working capital deficit of
$44,151,502 at March 31, 2010.

The Company reported a net loss of $12,800,854 on $32,463,882 of
revenue for the year ended March 31, 2010, compared to a net loss
of $3,729,007 on $52,545,647 of revenue for the year ended
March 31, 2009.

The Company's balance sheet at March 31, 2010, showed
$62,182,646 in assets, $60,957,166 of liabilities, and $1,225,480
of stockholders' equity.

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

               http://researcharchives.com/t/s?65b2

                        About New Oriental

New Oriental Energy & Chemical Corp. (NASDAQ: NOEC)
-- http://www.neworientalenergy.com/-- was incorporated in the
State of Delaware on November 15, 2004.  The Company, through the
operations of Henan Jinding Chemical Co., Ltd., has been engaged
in in the manufacture and distribution of fertilizer and chemical
products.  The products are distributed to markets in the Peoples'
Republic of China.  The Company's primary business is the
manufacture and sale of urea, a chemical used as fertilizer for
crops and in certain manufacturing processes, including the
manufacture of resin, plastic and medicine.  The Company is
headquartered in Henan Province, in The Peoples's Republic of
China.


NORTEL NETWORKS: Court Approves $22 Million in Fees
---------------------------------------------------
U.S. Bankruptcy Judge Kevin Gross issued an order allowing the
interim payment of fees and reimbursement of expenses of 20
professionals in the Chapter 11 cases of Nortel Networks covering
the period January to April 2010.

Of the 20 professionals, 14 are retained by the Debtors while six
are retained by the Creditors Committee.

Among the Debtors' professionals are Chilmark Partners LLC,
Cleary Gottlieb Stein & Hamilton LLP, Crowell & Moring LLP, Ernst
& Young LLP, Huron Consulting Group, Jackson Lewis LLP, John Ray,
Linklaters LLP, Lazard Freres & Co., Mercer (US) Inc., Morris
Nichols Arsht & Tunnell LLP, Palisades Capital Advisors LLC,
Punter Southall LLC, and Shearman & Sterling LLP.

The total amount of fees and expenses allowed for the Debtors'
professionals for various periods between January to April 2010
is approximately US$22,200,000 and GBP459,000.

A copy of the table summarizing the Debtors' professionals and
their corresponding approved fees and expenses for the January to
April 2010 interim period is available for free at:

    http://bankrupt.com/misc/Nortel_AllowedInterimFees4.pdf

Among the Creditors' Committee's professionals are Akin Gump
Strauss Hauer & Feld LLP, Ashurst LLP, Capstone Advisory Group
LLC, Fraser Milner Casgrain LLP, Jefferies & Company Inc., and
Richards Layton & Finger P.A.

The total amount of fees and expenses allowed for the Committee's
professionals for various periods between February to April 2010
is approximately US$5,800,000, GBP181,000 and C$1,500,000.

A copy of the table summarizing the Committee's professionals and
their corresponding approved fees and expenses for the February
to April 2010 interim period is available for free at:

      http://bankrupt.com/misc/Nortel_AllowedInterimFees3.pdf


                      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: Files Bankruptcy Rule 2015.3 Reports
-----------------------------------------------------
Nortel Networks Inc. and its affiliated debtors filed with the
Bankruptcy Court a report on the value, operations and
profitability of entities in which their estates hold a
substantial or controlling interest as of December 31, 2009, as
required under Rule 2015.3 of the Federal Rules of Bankruptcy
Procedure.

The Rule 2015.3 report shows that the estates of NNI, Nortel
AltSystems Inc., Sonoma Systems, and Nortel Networks (NNCI) Inc.
hold a substantial or controlling interest in these entities:

                                                NNI Interest
Entities                                      of the Estate
--------                                     ---------------
Nortel Networks India International Inc.         100.00%
Nortel Ventures LLC                              100.00%
Bay Networks do Brasil Ltda.                      99.50%
Nortel Networks Technology Ltd.                  100.00%
Bay Networks Redes de Dados para Sistemas
   Infonnaticos Lda.                              100.00%
Clarify Limited                                  100.00%
Penril Datacormn Limited                         100.00%
Nortel Networks Eastern Mediterranean Ltd.       100.00%
Nortel Technology Excellence Centre
  Private Limited                                  99.01%
Nortel Networks Japan                            100.00%
Nortel Networks Technology K.K.                  100.00%
Nortel Networks Southeast Asia Pte Ltd.          100.00%
Nortel Networks Technology (Thailand) Ltd.        99.94%
Limited Partnership Investment Fund               22.84%

                                                AltSystems
                                                 Interest
Entities                                      of the Estate
--------                                     ---------------
Nortel AitSystems International Limited          100.00%
Nortel AitSystems AB                             100.00%

                                              Sonoma Interest
Entities                                      of the Estate
--------                                     ---------------
Sonoma Systems Europe Limited                    100.00%
Sonoma Limited                                   100.00%

                                               NNCI Interest
Entities                                      of the Estate
--------                                     ---------------
Nortel Networks de Guatemala, Ltda.               98.00%
Nortel Trinidad and Tobago Limited               100.00%

NNI also filed balance sheets and other financial documents for
those entities it held and those held by Nortel AltSystems,
Sonoma and NNCI.  Full-text copies of those documents are
available for free at:

  http://bankrupt.com/misc/NortelRule2015.3ReportsDec3109.pdf

                      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: Seeks Canada OK to Sell Certain Assets to 7522312
------------------------------------------------------------------
Nortel Networks Ltd. and Nortel Networks Technology Corp. seek
permission from the Ontario Superior Court of Justice to sell
their assets to 7522312 Canada Inc.

The assets to be sold include the Nortel Entities' non-patent
intellectual property and tangible assets related to the wireless
backhaul and multi-hop digital repeater or relay research and
development program.

The Program is an aspect of the Nortel Entities' research and
development efforts that focus on developing Intelligent Digital
Repeaters that enhance wireless networks with increased coverage
at lower deployment costs.

Under the deal, 7522312 Canada agreed to acquire the assets for
US$600,000, on an "as is, where is" basis.  The buyer won't
assume any liabilities of NNTC and NNL since there is no business
associated with the assets.

The deal also provides that 7522312 Canada won't have any license
or right to use the name "Nortel" or any other trademarks owned
by NNTC, NNL or any of their affiliates.

The closing of the sale is conditioned on the execution of a
license termination agreement among NNTC, NNL and other Nortel
units confirming the termination of their respective licenses on
non-patent intellectual property that is included in the sale
block.

In connection with the sale, NNL and 7522312 Canada will also
enter into an "intellectual property license agreement" to
provide 7522312 Canada with a fully paid-up license to certain
non-patent intellectual property associated with the Program.

The deal has been formalized in a 16-page agreement, a copy of
which is available for free at:

             http://researcharchives.com/t/s?6580

In its 49th monitor report, Ernst & Young Inc., the firm
appointed to monitor the assets of NNL and its Canadian
affiliates, has recommended the approval of the proposed sale,
saying the purchase price for the assets is "fair and
reasonable."

                      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)


NXT ENERGY: Posts C$2.4 Million Net Loss for 2009
-------------------------------------------------
NXT Energy Solutions Inc. filed its annual report on Form 20-F,
reporting a net loss of C$2,405,125 on C$3,684,323 of revenue for
2009, compared with a net loss of C$1,141,291 on C$2,955,062 of
revenue for 2008.

The Company's balance sheet at December 31, 2009, showed
C$6,005,640 in assets, C$972,323 of liabilities, and C$5,033,317
of stockholders' equity.

The Company is in the early stages of commercializing its SFD(R)
survey technology following a long history of generating losses.
As at December 31, 2009, the Company's deficit was CDN$55,040,931
consisting of accumulated net losses of CDN$47,638,207 incurred
prior to fiscal 2006 and accumulated net losses of CDN$7,402,724
since 2006.  The losses incurred prior to 2006 related to the
development and industry validation of the Company's SFD(R)
technology.  During this period the Company derived no direct
revenue from its SFD(R) technology.  In 2006 the Company commenced
offering its SFD(R) survey services to third parties on a fee-for-
service basis.  In the period from 2005 through to the present, in
aggregate, the Company earned SFD(R) survey revenue of
CDN$13,885,923.

The Company says its ability to generate cash flow from operations
will depend on its ability to continue to service its existing
clients through new survey contracts and develop new clients for
its services.  Management recognizes that this early
commercialization phase can last for several years.  Consistent
with this early stage of commercialization the Company has a
significant economic dependency on a few clients.  While the
Company is in this early stage of commercialization, the Company's
financial position is materially impacted by the loss or gain of
any one client.  The Company's ability to continue operations is
dependent on attracting future clients through demonstrating the
value that the company can bring to their exploration activities.

"Until we can demonstrate our ability to continue to service
existing clients and develop new clients for our SFD(R) services
over a longer period of time, we cannot be certain that we are in
a position to continue operating indefinitely."

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

               http://researcharchives.com/t/s?65af

Calgary-based NXT Energy Solutions Inc. (TSX: SFD; OTC BB: NSFDF)
-- http://www.nxtenergy.com/-- owns a proprietary technology
called Stress Field Detection.  SFD(R) is a remote sensing
airborne survey system that is designed to identify areas with oil
and natural gas reserve potential.


ORCHARD SUPPLY: Moody's Affirms Ratings; Gives Negative Outlook
---------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Orchard Supply
Hardware Corp., and changed the rating outlook to negative from
stable.  The negative outlook reflects concerns that Orchard
Supply may have difficulty refinancing its $120 million CMBS debt
maturing in December 2010 on favorable terms.  Ratings could be
downgraded if the company does not refinance this debt at
reasonable terms in advance of maturity, or if a refinancing
reduces the company's liquidity or financial or operating
flexibility.  The rating of the term loan could also be negatively
impacted if new debt detracts from the value supporting the
secured term loan.

The B2 Corporate Family Rating and B2 secured term loan rating
were both affirmed, reflecting Orchard Supply's high leverage, its
relatively small scale, and its geographic concentration in the
economically-challenged California market, as well as the
company's strong position as a smaller-scale alternative to the
home improvement superstores.

These ratings are affirmed and point estimates adjusted:

* Corporate Family Rating at B2

* Probability of Default Rating at B2

* Senior secured term loan maturing in 2013 at B2 (LGD 4, 55% from
  LGD 4, 53%)

The last rating action for Orchard Supply Hardware Corp. was the
downgrade of the company's Corporate Family Rating to B2 from B1,
Probability of Default rating to B2 from Ba3 and the downgrade of
the senior secured term loan to B2 from B1 on December 23, 2008.

Orchard Supply Hardware, headquartered in San Jose, California,
operates 88 hardware stores in California, and generates annual
revenue of approximately $700 million.


PFF BANCORP: Seeks to Knock Out PBGC's Claims Entirely
------------------------------------------------------
Bill Rochelle at Bloomberg News reports that PFF Bancorp Inc., the
holding company for a failed bank, is hoping to eliminate all the
claims filed by the Pension Benefit Guaranty Corp. related to
pension plans for bank employees.

Bloomberg relates that even though the pension plan hasn't been
terminated, the PBGC filed three claims against each of the five
PFF companies in Chapter 11.  Ten of the claims for funding
contributions and premiums don't assert a specified amount.  The
last five claims each are for $4.2 million, claiming entitlement
to a priority requiring payment in full if the pension plans are
terminated.

PFF, according to the report, contends that that there is no
liability on the pension plan because the bank was the sponsor.
PFF asserts that an affiliate is liable on a terminated pension
plan if it was part of the so-called control group when the plan
is taken over.  Because the plans were transferred when the bank
was taken over, PFF said neither it nor any affiliates would be
members of the control group at the time of a takeover in the
future.

                         About PFF Bancorp

PFF Bancorp Inc. -- http://www.pffbank.com/-- was a non-
diversified unitary savings and loan holding company within the
meaning of the Home Owners' Loan Act with headquarters formerly
located in Rancho Cucamonga, California.  Bancorp is the direct
parent of each of the remaining Debtors.

Prior to filing for bankruptcy, Bancorp was also the direct parent
of PFF Bank & Trust, a federally chartered savings institution,
and said bank's subsidiaries.

PFF Bancorp Inc. and its affiliates sought Chapter 11 protection
on December 5, 2008 (Bankr. D. Del. Case No. 08-13127 to 08-
13131).  Chun I. Jang, Esq., and Paul N. Heath, Esq., at Richards,
Layton & Finger, P.A., represent the Debtors in their
restructuring efforts.  Kurtzman Carson Consultants LLC serves as
the Debtors' claims agent.  Jason W. Salib, Esq., at Blank Rome
LLP, represents the official committee of unsecured creditors as
counsel.


PHH CORPORATION: Moody's Affirms 'Ba2' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service affirmed PHH's corporate family and
senior unsecured Ba2 ratings.  Additionally, PHH's rating outlook
was changed to stable from negative.

The affirmation of the company's ratings and change in outlook to
stable from negative reflects the progress the company has made in
regards to renewing and obtaining new secured funding facilities
for its fleet leasing and mortgage activities.

At one point in the midst of the credit crisis PHH was left
without any committed funding for additional fleet leasing and
relied upon the Term Asset-Backed Securities Loan Facility.
However, the company has recently been able to issue non-TALF debt
backed by its lease assets and currently has $500 million in
excess committed capacity for fleet leasing.  Additionally, the
company has renewed or obtained new committed residential mortgage
facilities in excess of its current level of originations.
However, Moody's notes that the vast majority of these facilities
begin amortizing or mature in one year or less.

The affirmation and outlook change anticipate that PHH will be
able to access the unsecured debt markets in the medium term and
that the company will maintain appropriate contingent liquidity
through committed revolving credit capacity and/or excess cash.

An upgrade to the company's ratings would require a return of
fleet management profitability to historical levels and evidence
of consistent profitability in mortgage activities.  Additionally,
a reduction in the company's use of secured funding, and funding
of a longer term, would support an upgrade.  A downgrade to the
rating could result if the company is unable to replace/extend key
credit facilities or reduces its capital levels.

The last rating action on PHH was March 2, 2009, when its
corporate family and senior unsecured ratings were downgraded to
Ba2 from Ba1 with a negative outlook.

PHH Corporation, headquartered in Mount Laurel, NJ, reported
assets of $8.2 billion at March 31, 2010.

Outlook Actions:

Issuer: PHH Corporation

  -- Outlook, Changed To Stable From Negative


PIONEER NATURAL: Moody's Gives Stable Outlook; Keeps 'Ba1' Ratings
------------------------------------------------------------------
Moody's Investors Service changed Pioneer Natural Resources
Company's outlook to stable from negative.  Moody's also affirmed
its Ba1 Corporate Family Rating, Ba1 Probability of Default
Rating, and its existing senior unsecured note rating of Ba1 (LGD
4, 53%).

The move to a stable outlook reflects improvements anticipated by
the recently announced joint venture with Reliance Industries Ltd.
(rated Baa2).  These benefits include a growing production trend,
improving leverage metrics, and better capital discipline.
Moody's views the RIL JV as a de-leveraging transaction.  Besides
providing liquidity through cash and a capex carry, the JV should
help to reduce Pioneer's F&D costs and provide better future
returns.  The stable outlook assumes that the company will
continue to demonstrate consistent production growth trends while
maintaining a manageable cost structure and operating within its
cashflow.  As a result Moody's anticipate Pioneer's leverage on
production will continue to decline.  However, Pioneer's stable
outlook is highly sensitive to any leveraging event, including
share repurchases, acquisitions or outspending cash flow.

"This transaction provides a window to the considerable asset
value held by Pioneer", said Francis Messina, VP-senior analyst.
"Moody's anticipate this transaction will spur a reduction to
Pioneer's leverage and enhance capital productivity."

Pioneer will sell a 45% interest in 212,000 net acres of the Eagle
Ford Shale play to RIL for $1.15 billion.  Under the agreement
Pioneer will receive a $266 million initial cash payment and
$879 million for 75% of Pioneer's drilling expenses over the next
six years.  RIL will also have an option to acquire an additional
45% interest from Pioneer in new acreage from a defined area of
mutual interest, of which 9,500 net acres of the 212,000 net acres
already are within the AMI.  The transaction includes current
production of 28 mmcfd of gas equivalent from five horizontal
wells.

Pioneer's Ba1 CFR reflects its overall scale and underlying long-
lived asset base.  Pioneer has a meaningful and growing exposure
to crude oil production, which Moody's consider to have a near-
term positive fundamental pricing outlook compared to weaker
fundamentals of the North American natural gas market.  Pioneer's
2010 first quarter production of approximately 114 mboepd, a 7%
increase from Q4 2009, reflects successful drilling results
primarily in the Spraberry.  The production increase was achieved
despite a heavily reduced 2009 capex budget.  Moody's expects an
approximate 10% production increase from Q42009 to Q42010.  And
leverage, while continuing to remain relatively high, has improved
to $25.7m/Boe of average daily production at March 31, 2010, from
close to $31m/Boe at the year-end 2008.

Additionally, Pioneer's rating is supported by a large inventory
of drilling locations providing ample opportunity for organic
growth.  Pioneer holds over 310,000 acres of undeveloped Eagle
Ford shale in South Texas, which presents a second core area of
growth opportunity after the Spraberry trend.

Pioneer's rating is constrained by the company's continued high
leverage particularly as measured by debt/average daily
production, which is among the highest in the Ba peer group, and
its historically weak capital productivity as indicated by
relatively high F&D cost compared to its peers.  Concurrently,
over the past five years the company has repurchased approximately
$1.7 billion of shares outstanding to increase shareholder returns
rather than debt reduction.

The last rating action was on November 9, 2009, at which time
Moody's assigned a Ba1 rating to Pioneer's proposed $300 million
senior unsecured notes due 2020 and affirmed with a negative
outlook its Ba1 CFR, PDR, and existing senior unsecured note
rating.

Pioneer Natural Resources headquartered in Irving, Texas, operates
primarily in North America with over 98% of its proved reserves
and just over 90% of its production concentrated in the United
States.  Core production holdings are: the Spraberry trend oil
field (West Texas), the Raton Basin coal bed methane natural gas
field (Southern Colorado), the Hugoton and West Panhandle natural
gas and liquid fields (Kansas and the Texas Panhandle,
respectively) and the Edwards Trend natural gas holdings (South
Texas).


POLYONE CORPORATION: Moody's Upgrades Corp. Family Rating to 'Ba3'
------------------------------------------------------------------
Moody's upgraded PolyOne's Corporate Family Rating, and its senior
unsecured ratings to Ba3 from B1 and changed its outlook to stable
from positive.

The upgrade to a Ba3 CFR reflects the propsect of a continuing,
sustainable, and significant improvement in operating income
generated by PolyOne's Specialty and Performance and other
businesses over the next several years.  This view of improved
performance is supported by the improved performance in the past
two quarters ending March 31, 2010, relative to the similar period
in late 2008 and 2009; the significant increase in the total gross
margin (up roughly 46%) from its businesses in the last two public
quarters relative to the first half of 2009; and the meaningful
improvement in Funds From Operations rising to $79 million -- an
increase of 108% (defined as Cash Flow From Operations less the
change in working capital) over the same time period.  Moody's
expects that in 2010 PolyOne will again generate enough FFO,
excluding dividends from SunBelt and its other joint ventures, to
cover capital spending.  Moody's currently projects that PolyOne's
2010 FFO will be $40-60 million above capex in 2010.  PolyOne's
improved performance was aided by a successful restructuring
program and cash was generated despite weak economic conditions in
the US and Europe.

"It appears that PolyOne has turned the corner on a sustainable
basis in regards to the profitability of its wholly owned
operations," stated Bill Reed, Vice President at Moody's.  "In
addition, the cash generated in 2010 will continue to improve its
financial flexibility in managing a significant debt maturity in
2012."

Ratings Upgraded:

Issuer: PolyOne Corporation (includes predecessor companies MA
Hanna Company and Geon Company)

* Corporate Family Rating to Ba3 from B1

* Probability of Default Rating to Ba3 from B1

* Senior Unsecured Regular Bond/Debenture to Ba3 LGD4, 57% from B1
  LGD4, 57%

* Outlook Actions: PolyOne Corporation (includes predecessor
  companies MA Hanna Company and Geon Company)

Issuer: PolyOne Corporation

* Outlook, Changed to Stable From Positive

Despite a Net Debt/EBITDA of roughly 3x in 2006 and 2007,
PolyOne's CFR remained at B1 due to concern about the volatility
in the earnings stream from the company's joint ventures (their
share of OxyVinyls was divested in the third quarter of 2007) and
the weak cash flow generated by its wholly owned operations.  As
PolyOne has demonstrated improved margins in its Specialty
businesses and generated Retained Cash Flow/Net Debt of more than
30%, (above Moody's target of 15%), through the last two quarters,
Moody's feels the Ba3 CFR is appropriate.  An important
consideration in the upgrade is management's commitment to a 2x
Net Debt/EBITDA ratio through most of the cycle, with temporary
increases due to acquisitions of no more than 3x.

The last rating action on PolyOne was on November 10, 2009, when
Moody's changed the outlook to positive,

PolyOne Corporation, headquartered in Avon Lake, Ohio, is a custom
compounder of thermoplastic resins (formulated resin systems that
include additives, colorants, fillers, etc) and formulated systems
(pre-blended additives and color primarily for resins and inks).
PolyOne is also a leading North American distributor of resins;
their distribution segment constitutes roughly 30% of total sales.
The company also owns a 50% share of SunBelt Chlor Alkali
Partnership.  Revenues were $2.2 billion for the LTM ended
March 31, 2010.


PROGEN PHARMACEUTICALS: Gets Delisting Notification From Nasdaq
---------------------------------------------------------------
Progen Pharmaceuticals Limited received notice from the Nasdaq
Stock Market that its securities will be delisted due to a minimum
bid price deficiency under Nasdaq Listing Rule 5500(a)(2).

The notice states that trading in the Company's securities will be
suspended at the opening of business on July 2, 2010, at which
time a form 25-NSE will be filed with the Securities and Exchange
Commission which will remove the Company's securities from listing
and registration on the Nasdaq Stock Market.

This is not unexpected and Progen is currently seeking advice and
will provide an update to the market at a later stage.

                About Progen Pharmaceuticals

Progen Pharmaceuticals Limited -- www.progen-pharma.com
-- is a biotechnology company committed to the discovery,
development and commercialization of small molecule
pharmaceuticals primarily for the treatment of cancer.  Progen has
built a focus and strength in anti-cancer drug discovery and
development.  Progen targets the multiple mechanisms of cancer
across its three technology platforms of angiogenesis, epigenetics
and cell proliferation. P rogen has operations in Australia and
the United States of America.


PROTOSTAR LTD: Committee Opposes Longer Plan Exclusivity
--------------------------------------------------------
Bill Rochelle at Bloomberg News reports that the Official
Committee of Unsecured Creditors for ProtoStar Ltd. is opposing an
extension of the exclusive right for ProtoStar to propose a
Chapter 11 plan. A hearing on ProtoStar's third exclusivity motion
is scheduled for July 7.

To recall, the Debtors sought an extension, saying they need
additional time to consensually resolve certain issues with regard
to, and to file one or more Chapter 11 Plans in the near future
with respect to the remaining ProtoStar entities or all of the
ProtoStar entities.  The Committee is currently pursuing against
secured lenders to invalidate their lien on the ProtoStar I
satellite.

The Committee, according to the Bloomberg report, said June 25,
that the case is "in a state of limbo" with no settlement
"imminent."  The Committee contends that a longer exclusivity
period "would likely retard efforts to reach a global settlement."

                       About ProtoStar Ltd.

Hamilton, HM EX, Bermuda-based ProtoStar Ltd. is a satellite
operator formed in 2005 to acquire, modify, launch and operate
high-power geostationary communication satellites for direct-to-
home satellite television and broadband internet access across the
Asia-Pacific region.

The Company and its affiliates filed for Chapter 11 on July 29,
2009 (Bankr. D. Del. Lead Case No. 09-12659).  The Debtor selected
Pachulski Stang Ziehl & Jones LLP as Delaware counsel; Law Firm of
Appleby as their Bermuda counsel; UBS Securities LLC as financial
advisor & investment banker and Kurtzman Carson Consultants LLC as
claims and noticing agent.  The Debtors have tapped UBS Securities
LLC as investment banker and financial advisor.

Also on July 29, 2009, ProtoStar and its affiliates, including
ProtoStar Development Ltd., commenced a coordinated proceeding in
the Supreme Court of Bermuda.  John C. McKenna of Finance & Risk
Services Ltd. as liquidator of the Bermuda Group.

In their Chapter 11 petition, the Debtors listed between
US$100 million and US$500 million each in assets and debts.  As of
December 31, 2008, ProtoStar's consolidated financial statements,
which include non-debtor affiliates, showed total assets of
US$463,000,000 against debts of US$528,000,000.


QIMONDA AG: Int'l Trade Proceedings Continue in Bankruptcy
----------------------------------------------------------
Bill Rochelle at Bloomberg News reports that U.S. District Judge
T.S. Ellis III ruled on June 28, reversing the bankruptcy court,
that although begun by the owner of a patent, a proceeding before
the International Trade Commission to halt the importation of
goods that infringe patents is exempt from the so-called automatic
stay as an exercise by the government of its policy or regulatory
power.

Bloomberg recounts that U.S. Bankruptcy Judge Robert G. Mayer in
Alexandria, Virginia, ruled in February that proceedings in the
ITC aren't police or regulatory actions and thus are automatically
halted when a defendant files for bankruptcy.  He saw the
automatic stay as applicable because the patent holder, not the
ITC, controlled litigation and settlement.

Bloomberg continues that District Judge Ellis disagreed with Judge
Mayer's understanding of federal law regarding the ITC. He saw the
proceedings as initiated by the agency and ultimately controlled
by the government, thus making ITC proceedings a police or
regulatory action not barred by the automatic stay.

                           The Appeal

Insisting that Section 337 investigations are regulatory actions
excluded from automatic stays, the U.S. International Trade
Commission challenged a bankruptcy judge's decision to halt
the agency's probe of Qimonda AG in the wake of the semiconductor
maker's Chapter 15 filing, according to Law360.

                         About Qimonda AG

Qimonda AG (NYSE: QI) -- http://www.qimonda.com/-- is a leading
global memory supplier with a diversified DRAM product portfolio.
The Company generated net sales of EUR1.79 billion in financial
year 2008 and had -- prior to its announcement of a repositioning
of its business -- approximately 12,200 employees worldwide, of
which 1,400 were in Munich, 3,200 in Dresden and 2,800 in Richmond
(Virginia, USA).  The Company provides DRAM products with a focus
on infrastructure and graphics applications, using its power
saving technologies and designs.  Qimonda is an active innovator
and brings high performance, low power consumption and small chip
sizes to the market based on its breakthrough Buried Wordline
technology.

Qimonda AG commenced insolvency proceedings with a local court in
Munich, Germany, on January 23, 2009.  On June 15, 2009, QAG filed
a petition for relief under Chapter 15 of the Bankruptcy Code
(Bankr. E.D. Virginia Case No. 09-14766).

Qimonda North America Corp., an indirect and wholly owned
subsidiary of QAG, is the North American sales and marketing
subsidiary of QAG.  QNA is also the parent company of Qimonda
Richmond LLC.  QNA and QR filed for Chapter 11 on February 20
(Bankr. D. Del. Lead Case No. 09-10589).  Mark D. Collins, Esq.,
Michael J. Merchant, Esq., and Maris J. Finnegan, Esq., at
Richards Layton & Finger PA, represents the Debtors as counsel.
Roberta A. DeAngelis, the United States Trustee for Region 3,
appointed seven creditors to serve on an official committee of
unsecured creditors.  Jones Day and Ashby & Geddes represent the
Committee.  In its bankruptcy petition, Qimonda Richmond, LLC,
listed more than US$1 billion each in assets and debts.  The
information was based on Qimonda Richmond's financial records
which are maintained on a consolidated basis with Qimonda North
America Corp.


REOSTAR ENERGY: Killman Murrell Raises Going Concern Doubt
----------------------------------------------------------
ReoStar Energy Corporation filed on June 29, 2010, its annual
report on Form 10-K for the year ended March 31, 2010.

Killman, Murrell & Company, P.C., in Odessa, Texas, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the the
Company has a working capital deficit of $9,195,946 due to default
on loan covenants and borrowing base requirements of their lender.

The Company reported a net loss of $3,121,170 on $3,533,722 of
revenue for the year ended March 31, 2010, compared with a net
loss of $2,003,834 on $7,034,439 of revenue for the year ended
March 31, 2009.

The Company's balance sheet at March 31, 2010, showed
$21,485,933 in assets, $15,536,536 of liabilities, and $5,949,397
of stockholders' equity.

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

               http://researcharchives.com/t/s?65b3

Fort Worth, Tex.-based ReoStar Energy Corporation is engaged in
the exploration, development and acquisition of oil and gas
properties, primarily located in the state of Texas.

At year-end 2010, the Company owned approximately 9,000 acres of
leasehold, which includes 5,000 acres of exploratory and
developmental prospects as well as 4,000 acres of enhanced oil
recovery prospects.

ReoStar was incorporated in Nevada on November 29, 2004 under the
name Goldrange Resources, Inc.  In February of 2007 the Company
changed its name to ReoStar Energy Corporation.


SANMINA-SCI CORPORATION: Fitch Lifts Issuer Default Rating to 'B+'
------------------------------------------------------------------
Fitch Ratings has upgraded these ratings for Sanmina-SCI
Corporation:

  -- Issuer Default Rating to 'B+' from 'B';
  -- Senior secured credit facility to 'BB+/RR1' from 'BB/RR1';
  -- Senior unsecured notes to 'BB+/RR1' from 'BB/RR1';
  -- Senior subordinated debt to 'B+/RR4' from 'B/RR4'.

The Rating Outlook is Stable.

The ratings upgrade reflects these considerations:

  -- Sanmina has reduced debt by $190 million since March 2009 to
     $1.3 billion, a 13% reduction.  While operating results
     bottomed during 2009 reflecting the economic downturn,
     quarterly results over the past two quarters have produced
     significant top-line growth and solid EBITDA margin
     expansion. Specifically, revenue in fiscal 2Q'10 (ended
     April 3, 2010) was up 28% over the prior year period while
     EBITDA margins of 5% are higher than any period over the past
     five- plus years.  Principally as a result of debt reduction,
     leverage has declined to 5.3 times from 6.2x in the prior
     year period. However, when measured using fiscal 2Q'10 EBITDA
     run rate, leverage is closer to 4.1x.

  -- Sanmina has seemingly successfully refocused its corporate
     strategy over the past several years in an effort to
     differentiate itself from larger competitors and target more
     niche market opportunities.  The company has a historical
     strength in complex, low-volume, high-mix manufacturing
     operations and has right-sized operations and rationalized
     the cost basis of its manufacturing base to target these
     opportunities.  Fitch believes that the company could produce
     EBITDA margins in excess of its peers with this strategy as
     recent results have demonstrated.

The ratings and Outlook reflect Fitch's estimates and
considerations:

  -- Fitch expects revenue growth in the mid-single digits in
     fiscal 2011 (ending September) and beyond following
     approximately 15% revenue growth in fiscal 2010.  Revenue
     growth expectations reflect the continued secular trend
     towards increased outsourcing of manufacturing partially
     mitigated by macro economic weakness.  Sanmina's revenue
     declined nearly 30% in fiscal 2009 over the prior year
     period, and while Fitch believes that decline was exacerbated
     by market share losses and strategic refocusing, the above
     average volatility in its end-market demand negatively
     impacts the ratings.  Of note, Sanmina's revenue decline in
     the latest 12 month period ending March 2010 was
     materially less than its peers for the first time in years,
     which Fitch believes is further evidence of stabilization in
     its business.

  -- Fitch expects EBITDA margins to be in the range of 4% to 5%
     going forward.  While recent results have demonstrated upside
     to this range, the company's historically volatile and below
     peer average margin performance suggests the company needs to
     establish a track record of achieving and maintaining higher
     profitability before being reflected in the ratings.

  -- Fitch expects free cash flow to be modestly positive beyond
     fiscal 2010 although susceptible to swings in working capital
     requirements.  Funds from operations are expected to be
     approximately 2.5% of revenue with capital expenditures equal
     to nearly 1.5% of revenue leaving minimal cash flow to absorb
     working capital outflows.

  -- Fitch expects leverage (total debt to operating EBITDA) to
     decline to 4.8x by the end of fiscal 2010 versus 8.5x at the
     end of fiscal 2009. Interest coverage is expected to increase
     to 2.5x from 1.4x over the same periods.  Funds from
     operations less capital spending and dividends is expected to
     represent 5.2% of total debt at the end of fiscal 2010 which
     is consistent with the median for 'B' rated peers.

  -- Fitch expects Sanmina to use existing cash to fund organic
     growth, working capital needs and potentially small
     acquisitions.  The company has undertaken small share
     repurchase programs in recent years which are another
     potential use of excess cash but Fitch would not expect this
     to contribute to additional debt.  Continued modest debt
     reduction is another potential use of cash although the
     company has no near-term maturities.

Rating strengths include:

  -- Sanmina's position as one of the larger global electronics
     manufacturing services providers with higher than
     industry average exposure to complex manufacturing services
     which tend to be more stable and less prone to competitive
     threats;

  -- Countercyclical nature of working capital cash flows inherent
     in the EMS industry which tend to provide a significant
     source of liquidity during business downturns; and

  -- Fitch believes that the long-term opportunity for revenue
     growth in non-traditional markets for Sanmina including
     industrial, defense and medical supplies, should enable the
     company to grow revenue in excess of global GDP and continue
     to improve EBITDA margins.

Rating concerns include Fitch's expectation that the EMS market
will remain highly competitive with continued pressure on
profitability across all North American tier one competitors.  In
addition, Sanmina has downsized its business considerably over the
past several years through restructuring and divestitures to a
point where the remaining business is significantly smaller than
leading tier one service providers in a market where scale is of
significant importance.  However, Sanmina's focus on the low-
volume, high-mix market segment at least partially mitigates its
disadvantage in scale.

Liquidity as of April 3, 2010, was solid with $673 million in
cash, $62 million of availability on a $135 million senior secured
revolving credit facility which expires November 2013, and
$215 million available under an off-balance sheet accounts
receivable sales facility which expires June 2010.  Sanmina
increased the size of its revolving credit facility in April to
$235 million.  The reduced availability under the revolver at the
end of the most recent quarter reflects the borrowing base
calculation rather than borrowings under the facility.  The
increase in facility size is also expected to increase the
borrowing base calculation.

Total debt as of April 3, 2010, is $1.3 billion and consists
principally of $257 million of senior unsecured floating rate
notes due June 2014; $400 million 6.75% senior subordinated notes
due February 2013; and $600 million 8.125% senior subordinated
notes due March 2016.


SEMINOLE TRIBE: Fitch Downgrades Issuer Ratings to 'BB'
-------------------------------------------------------
Fitch Ratings downgrades the ratings assigned to the Seminole
Tribe of Florida:

  -- Issuer rating to 'BB' from 'BBB-';

  -- Special obligation bonds, series 2007A & B, series 2008 A to
     'BB' from 'BBB-';

  -- Gaming division bonds, series 2005A & B to 'BB+' from 'BBB';

  -- Term loan facility, series 2007 B-1, B-2 & B-3 to 'BB+' from
     'BBB'.

The Rating Outlook is Stable.

The downgrade reflects STOF's inability to resolve the tribal
government's long track record of weak internal controls with
respect to financial and accounting practices, which ultimately
resulted in the June 3, 2010 issuance of a Notice of Violation
from the National Indian Gaming Commission.  Fitch believes that
STOF will be able to resolve the violations without a significant
financial impact to the tribe, and there is a very low likelihood
that NIGC would issue a temporary closure order following on the
NOV. However, Fitch believes the inability to correct internal
control deficiencies since the NIGC began its review in 2005
reflects weak governance practices that are inconsistent with an
investment grade rating.  Although the NIGC began its review in
2005, which Fitch cited when assigning its initial ratings, the
internal control issues date back to even earlier periods.  Fitch
gains comfort that debt agreements require that payments for debt
obligations are paid prior to any distributions to the tribe, and
there are no material weaknesses of internal controls at the
gaming enterprise.

For a Fitch's view of the impact of Native American gaming
governance practices on credit ratings, please read 'Evaluating
Governance Practices: The Native American Tribal Perspective',
dated Aug. 14, 2008, available on Fitch's website at
'www.fitchratings.com'.

A return to an investment grade credit profile will depend upon
the tribe demonstrating a considerable track record of bolstering
its financial controls and adhering to regulatory guidelines and
its own ordinances.  Fitch believes the nature of the improvement
would need to be sustained, which limits positive rating action in
the near-term and supports the Stable Outlook.  Likewise, Fitch is
not anticipating further negative rating actions and believes the
current ratings encompass governance concerns, while the operating
and financial profile is strong relative to the 'BB' issuer
rating.

The 'BB' issuer rating and the Stable Outlook are supported by the
strong cash flows and the geographic diversification of the gaming
enterprise, whose operations weathered the recession well relative
to other gaming credits in Fitch's rated portfolio.  The rating
and the Outlook also take into account the Class III state gaming
compact that was ratified by the Florida legislature in April 2010
and is expected to be recorded in the Federal Register within
approximately a week.  The main compact components, including the
exclusivity, permitted games, and revenue sharing provisions, are
within the scope of Fitch's expectations relative to the previous
terms under which the tribe was already operating and do not have
a material impact on the ratings.

The 2010 compact confirms the tribe's ability to operate table
games at most of its facilities but limits the authorized period
for table games to five years, after which the tribe has to seek
reauthorization.  The revenue share provision of the 2010 compact
relative to the 2007 compact under which the tribe had been
operating are not substantially different.  Importantly, the Tampa
Hard Rock, which generates roughly half of the EBITDA for the
gaming enterprise, should not see considerable slots competition
at least until 2030, which Fitch views as a positive.  Fitch,
however, expects that the tribe's Broward County operations
(including its two casinos in Hollywood and one in Coconut Creek)
will continue to be pressured by the developing competition
stemming from the pari-mutuels in the Broward and Miami-Dade
Counties.  There are a total of four pari-mutuels in Broward
County and four in the Miami-Dade County permitted to operate slot
machines, with about 5,600 machines currently operational out of a
total of the potential 16,000.  With the tax on slot machines
reduced to 35% from 50% effective July 1, 2010, Fitch believes
that the pari-mutuels could ramp up their investment in their slot
operations, which is already being felt by STOF's facilities in
the area.  Since October 2009, two pari-mutuels (Magic City Casino
and Calder Race Course) added a total of approximately 2,000 slot
machines.  Fitch believes that the competitive pressures on the
enterprise level will be offset somewhat by STOF's ability to
further develop its highly successful Tampa facility and to
further expand table games across its the facilities.

STOF's gaming division liquidity profile is strong, characterized
by robust cash flow generation prior to distributions to the tribe
and a limited capital project pipeline.  Although much of STOF's
debt has level debt service, it does face a $773 million term loan
maturity coming due in fiscal 2014, which Fitch believes will need
to be refinanced.

The one-notch distinction between the 'BB' transaction rating on
the special obligation bonds and the 'BB+' transaction rating on
the gaming revenue bonds and term loan reflects the special
obligation bondholders' subordinated interest in the cash flows of
the gaming division.  Debt service on the special obligation bonds
is payable from gaming division cash flows after debt service
requirements on the gaming revenue bonds and term loan are met.
STOF has entered into a distribution agreement with the trustee,
pursuant to which it covenants that debt service on the special
obligation bonds will be paid before the residual gaming revenues
are used for any governmental purposes, including per capita
payments to members.


SEMINOLE TRIBE: S&P Assigns Ratings on CreditWatch Negative
-----------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
its 'BBB' issuer credit rating, for the Seminole Tribe of Florida
on CreditWatch with negative implications.

At the same time, S&P also placed its ratings on Tribe affiliates
Seminole Hard Rock Entertainment Inc. and Seminole Hard Rock
International LLC, including the 'BB' issuer credit rating, on
CreditWatch with negative implications.

"The CreditWatch listings reflect heightened governance concerns
following recent issues regarding financial controls at the Tribe,
including those identified in a notice of violation from the
National Indian Gaming Commission earlier this month," said
Standard & Poor's credit analyst Ben Bubeck.

The notice from the NIGC identified improper uses of gaming
revenues by certain tribal members, including members of the
tribal council.  It is S&P's expectation that the Tribe will
address the violations identified by the NIGC within the 60-day
time frame that has been allowed.

While the Tribe has taken meaningful steps over the past several
years to improve its internal controls, weaknesses in governance,
such as those recently identified, are not typical for entities
carrying investment-grade ratings.  That said, as S&P considers
the extent to which credit quality has been affected, S&P will
also take into account the Tribe's progress in addressing other
control issues in recent years, as well as the strength and
stability of its gaming operations, particularly following the
recently ratified compact with the State of Florida.

In resolving the CreditWatch listings, S&P will monitor the
Tribe's progress in addressing the recently identified governance
issues, and will determine the extent to which credit quality has
been affected.  Given the investment-grade rating on the Tribe,
Standard & Poor's expects a prompt resolution of these issues.

At this time, S&P does not anticipate that these issues will
impact the economic incentives underlying S&P's expectation that,
within certain limitations, the Seminole Tribe of Florida would
support its wholly owned affiliates Seminole Hard Rock
Entertainment Inc. and Seminole Hard Rock International LLC.  This
support currently translates into a two-notch higher issuer credit
rating than the affiliates would otherwise be assigned.  In
addition, because the relationship between the Tribe and these
affiliates is one of support and not linkage, largely due to their
operational independence, a downgrade of the rating on the Tribe
may not result in a downgrade of S&P's rating on these affiliates.


SMURFIT-STONE CONTAINER: Moody's Removes 'B2' Rating on Loan
------------------------------------------------------------
Moody's removed the provisional designation on Smurfit-Stone
Container Enterprises, Inc.'s B2 term loan, corporate family and
probability of default ratings.  The outlook for the ratings
remains stable.  The provisional ratings were assigned pending the
emergence from bankruptcy and the closing of the exit financing.

The last rating action on SSCE was on January 20, 2010, when
Moody's rated the exit financing.

Headquartered in Creve Coeur, MO, Smurfit-Stone Container
Corporation operates through a wholly-owned subsidiary company,
Smurfit-Stone Container Enterprises, Inc.  The company is an
integrated producer of containerboard and corrugated containers
(paper-based industrial packaging) and is a large collector,
marketer, and exporter of recycled fiber.


SMURFIT-STONE: S&P Gives 'BB-' Corporate to Emerged Company
-----------------------------------------------------------
Standard & Poor's Ratings Services raised the corporate credit
rating on Creve Coeur, Mo.-based Smurfit-Stone Container Corp. to
'BB-' from 'D'.  S&P also assigned a 'BB+' (two notches above the
corporate credit rating) issue-level rating with a recovery rating
of '1', indicating very high (90% to 100%) recovery of principal
in a payment default scenario, to SSCC's senior secured debt.  The
rating outlook is stable.

At the same time, S&P withdrew its ratings on all of the pre-
petition debt outstanding at Smurfit and its subsidiaries.

"The 'BB-' corporate credit rating reflects S&P's view of SSCC's
fair business risk profile derived from its participation as the
second-largest North American producer in the cyclical and
competitive market for containerboard and corrugated packaging;
limited product diversity; and exposure to volatile raw material
and energy costs," said Standard & Poor's credit analyst Pamela
Rice.  Partially offsetting these characteristics are greatly
improved market conditions that S&P believes should continue over
the next year or so, and good end-market and customer diversity.

The stable rating outlook is supported by S&P's expectations for
improved earnings over the next year or so and sufficient
liquidity for the 'BB-' rating level.  Specifically, S&P expects
adjusted leverage to be less than 4x and FFO to debt to be greater
than 15%.

S&P could consider a higher rating if favorable market conditions
continue such that SSCC's free cash flow generation and
accumulated cash balances are meaningfully higher than S&P
currently expect when it faces the potential ramp up of pension
contributions.  Specifically, S&P would need to believe that the
company would be able to generate at least break-even free cash
flow even during cyclical downturns and that credit measures would
remain near the levels S&P expects in the near term, specifically
adjusted debt to EBITDA around 3.5x and adjusted FFO to debt
around 20%.

S&P could lower the rating if SSCC's operating performance
deteriorates rather than improves from first-quarter 2010 results
such that S&P expects substantially lower free cash flow
generation and weaker-than-expected credit measures.
Specifically, if S&P believed adjusted leverage would reach 5x and
FFO to debt would fall to 10%.  Factors that could contribute to
such a scenario include a faltering U.S. economy that leads to
oversupply and falling prices or rampant cost inflation.  S&P
could also consider a lower rating if the company develops a
financial policy that S&P would deem to be more consistent with a
highly leveraged financial risk profile.


SMURFIT-STONE: Has Intent to Distribute Reserve Amount to Claims
----------------------------------------------------------------
On March 2010, Smurfit-Stone Container Corp. and its units filed
the "Notice of SSCE Distribution Reserve Amount with Respect to
Certain Disputed, Unliquidated and Putative Rejection Claims."
Thereafter, American Premier Underwriters, Inc., filed an
objection to the Reserve Notice and filed a request to allow or,
in the alternative, estimate the unliquidated portion of its
claim.

James F. Conlan, Esq., at Sidley Austin LLP, in Chicago,
Illinois, tells the U.S. Bankruptcy Court for the District of
Delaware that after the filing of the Objection and Motion, the
Parties worked together and came up with a revised proposed order
resolving the various issues between them.

The Revised Proposed Order provides that pursuant to the Debtors'
Chapter 11 Plan of Reorganization, the SSCE Distribution Reserve
Amount with respect to Claim Nos. 11774 and 11775 filed by APU
will be $2,500,000.

APU's rights to comment on, contest or challenge any settlement
between the Debtors and the United States Department of
Justice/EPA regarding "the Sauer Dump site" are expressly
reserved.

The Court subsequently entered the Revised Proposed Order.

                      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.

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, became effective July 1.

The Plan provides that 2.25% 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.


SMY MEDIA: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: SMY Media, Inc.
        211 E. Ontario St., #900
        Chicago, IL 60611

Bankruptcy Case No.: 10-28793

Chapter 11 Petition Date: June 28, 2010

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

Judge: Carol A. Doyle

Debtor's Counsel: Scott R. Clar, Esq.
                  Crane Heyman Simon Welch & Clar
                  135 S Lasalle Suite 3705
                  Chicago, IL 60603
                  Tel: (312) 641-6777
                  Fax: (312) 641-7114
                  E-mail: sclar@craneheyman.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ilnb10-28793.pdf

The petition was signed by Gerald Grant III, company's executive
vice president.


SOMERSET PARTNERS: Case Summary & 4 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Somerset Partners, LLC
        P.O. Box 775
        Belvidere, IL 61008

Bankruptcy Case No.: 10-73224

Chapter 11 Petition Date: June 28, 2010

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

Judge: Manuel Barbosa

Debtor's Counsel: Bernard J. Natale, Esq.
                  Law Office of Bernard J. Natale, Ltd.
                  6833 Stalter Drive
                  Suite 201
                  Rockford, IL 61108
                  Tel: (815) 964-4700
                  Fax: (815) 227-5532
                  E-mail: natalelaw@bjnatalelaw.com

Scheduled Assets: $661,077

Scheduled Debts: $1,345,075

A list of the Company's 4 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ilnb10-73224.pdf

The petition was signed by Joey Sanfilippo, manager.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Conklin, LLC                           10-73217    06/28/10

Courtyard Apartments, LLC              10-73219    06/28/10

Foxwood Village Apartments, LLC        10-73221    06/28/10


SPECIALTY PRODUCTS: Insurers Want Coverage Appeal Finished
----------------------------------------------------------
Bill Rochelle at Bloomberg News reports that three insurers are
asking the bankruptcy court to lift the stay to allow an appeal by
RPM International Inc. to continue.  RPM was appealing a losing
lawsuit when non-operating subsidiaries Specialty Products Holding
Corp. and Bondex International Inc. filed Chapter 11 petitions at
the end of May to create a trust taking over liability for
asbestos claims.  A hearing on the request is scheduled for July
14.

According to Bloomberg, the U.S. District Court in Ohio ruled in
late 2008 that the policies were exhausted by payments that the
insurers made on asbestos claims.  RPM appealed to the U.S. Court
of Appeals in Cincinnati.  The insurance companies argue it's
important to have a ruling from the Court of Appeals to know
whether any additional insurance money will be available to fund a
trust under the contemplated Chapter 11 plan.

The insurance companies wanting the appeal to be completed are
Continental Casualty Co., Columbia Casualty Co. and Century
Indemnity Co.

                     About Specialty Products

Cleveland, Ohio-based Specialty Products Holdings Corp., aka RPM,
Inc., is a wholly owned subsidiary of RPM International Inc.  The
Company is the holding company parent of Bondex International,
Inc., and the direct or indirect parent of certain additional
domestic and foreign subsidiaries.  The Company claims to be a
leading manufacturer, distributor and seller of various specialty
chemical product lines, including exterior insulating finishing
systems, powder coatings, fluorescent colorants and pigments,
cleaning and protection products, fuel additives, wood treatments
and coatings and sealants, in both the industrial and consumer
markets.

The Company filed for Chapter 11 bankruptcy protection on May 31,
2010 (Bankr. D. Del. Case No. 10-11780).  Gregory M. Gordon, Esq.,
Dan B. Prieto, Esq., and Robert J. Jud, Esq., at Jones Day, serve
as bankruptcy counsel.  Daniel J. DeFranceschi, Esq., and Zachary
I. Shapiro, Esq., at Richards Layton & Finger, serve as
co-counsel.  Logan and Company is the Company's claims and notice
agent.

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

The Company's affiliate, Bondex International, Inc., filed a
separate Chapter 11 petition on May 31, 2010 (Case No. 10-11779),
estimating its assets and debts at $100,000,001 to $500,000,000.

They filed for bankruptcy to deal with 10,000 asbestos claims.


SPECIALTY PRODUCTS: RPM Faces Criticism for 2 Units' Filing
-----------------------------------------------------------
A plan by RPM International, Inc., to put two nonoperating units
into bankruptcy in order to resolve thousands of asbestos claims
filed by mesothelioma lawyers has come under criticism by the U.S.
Trustee assigned to monitor the bankruptcy.

RPM, a manufacturer of specialty chemicals and paints, faces in
excess of 10,000 asbestos lawsuits that have been filed against it
or one of its subsidiaries.  On May 31, two of the company's
units, Specialty Products Holding Corp. and Bondex International
Inc., filed for protection under Chapter 11 of the bankruptcy
code.

RPM had planned to use the two holding companies to create a fund
to resolve the asbestos cases.  Similar claims had already cost
RPM as much as $82 million a year since 2005.

Under U.S. bankruptcy law, a bankrupt company can force all of its
asbestos lawsuits to be settled by an adequately funded trust. In
one example of this strategy, Federal-Mogul Corp., the maker of
Champion spark plugs, used a trust to resolve up to $9.4 billion
in asbestos claims.

But the trustee, Richard Schepacarter, told U.S. Bankruptcy Judge
Kevin Carey in Wilmington, the District of Delaware, that "there
needs to be a hard look at [this] case."  He told the court that
RPM's plan appears to conflict with previous bankruptcy court
rulings involving asbestos trusts.

RPM is not the only company to place units in bankruptcy in an
attempt to resolve asbestos lawsuits.  Less than a week after its
Chapter 11 filing, EnPro Industries, Inc., another manufacturer
facing thousands of asbestos claims, saw its Garlock Sealing
Technologies subsidiary file for Chapter 11 protection.  Garlock,
too, is planning to create a trust to pay claims.

Asbestos exposure -- long linked to diseases like lung cancer and
mesothelioma, a nearly always fatal cancer of the protective
lining covering many internal organs -- remains a tremendous
health concern as the deadly conditions often develop decades
after individuals come in contact with the material or, even more
worrisome, inhale dangerous asbestos particles.  Even if parts no
longer contain asbestos, the problems -- and fears -- remain,
because it is exposure from many years past that is triggering
many of the asbestos lawsuits now pending.

While mesothelioma lawyers have been successful in obtaining large
-- often multimillion-dollar -- settlements and verdicts from
manufacturers like RPM and Garlock, these are bittersweet
victories for the claimants, who invariably face a grim future.

In the RPM bankruptcy case, Judge Carey issued a 14-day moratorium
on asbestos lawsuits pending against the company.  During that
period, a panel is to be created to represent individuals who
developed asbestos related illnesses, like mesothelioma, related
to materials produced by an RPM company.  Judge Carey set a
hearing on June 15th to determine whether to continue or rescind
that temporary restraining order.

Schepacarter's concern as a trustee focused on the nonoperating
status of the two RPM units.  "Because they are holding companies
with no operations, he questioned whether the companies are
eligible to use bankruptcy to set up an asbestos trust".  Judge
Carey said the question was legitimate and required an answer
before the case went much further.

Attorneys representing the RPM units have requested the judge to
bar any asbestos lawsuits from proceeding during the time that the
trust is being created and funded under bankruptcy court
supervision.

That request was opposed by Natalie Ramsey, the attorney
representing the law firms that have filed asbestos lawsuits
against RPM on behalf of thousands of asbestos victims.  Ramsey
and the other mesothelioma lawyers contend that the bankruptcy
case might have been improperly filed.

According to the company attorney for RPM "in order for the trust
to comply with bankruptcy law, it must be supported by 75 percent
of the people who currently have asbestos claims against the two
RPM units."

                     About Specialty Products

Cleveland, Ohio-based Specialty Products Holdings Corp., aka RPM,
Inc., is a wholly owned subsidiary of RPM International Inc.  The
Company is the holding company parent of Bondex International,
Inc., and the direct or indirect parent of certain additional
domestic and foreign subsidiaries.  The Company claims to be a
leading manufacturer, distributor and seller of various specialty
chemical product lines, including exterior insulating finishing
systems, powder coatings, fluorescent colorants and pigments,
cleaning and protection products, fuel additives, wood treatments
and coatings and sealants, in both the industrial and consumer
markets.

The Company filed for Chapter 11 bankruptcy protection on May 31,
2010 (Bankr. D. Del. Case No. 10-11780).  Gregory M. Gordon, Esq.,
Dan B. Prieto, Esq., and Robert J. Jud, Esq., at Jones Day, serve
as bankruptcy counsel.  Daniel J. DeFranceschi, Esq., and Zachary
I. Shapiro, Esq., at Richards Layton & Finger, serve as
co-counsel.  Logan and Company is the Company's claims and notice
agent.

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

The Company's affiliate, Bondex International, Inc., filed a
separate Chapter 11 petition on May 31, 2010 (Case No. 10-11779),
estimating its assets and debts at $100,000,001 to $500,000,000.

They filed for bankruptcy to deal with 10,000 asbestos claims.


SPRINGBOK SERVICES: Asks for Court OK to Obtain DIP Financing
-------------------------------------------------------------
Springbok Services, Inc., seeks authority from the U.S. Bankruptcy
Court for the District of Colorado to obtain postpetition secured
financing from _______ National Association.

Duncan E. Barber, Esq., at Bieging Shapiro & Burrus, LLP, the
attorney for the Debtor, explains that the Debtor has determined
that it will need approximately $1,100,000 in working capital from
the Petition Date through September 12, 2010, to be used to fund
operations and bankruptcy expenses, as set forth in the budget, a
copy of which is available for free at:

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

The DIP lenders have committed to provide up to $1,056,000, which
is a term loan with multiple advances.  The Debtor can draw up to
an aggregate of $1,056,000 an as-needed basis, but amounts repaid
cannot be re-borrowed.

The DIP facility will incur interest at Prime plus 6%, calculated
from the date of each advance.

The Debtors' obligations under the DIP facility are secured by
first priority security interest in all assets of the Debtor that
are not subject to pre-petition liens, including avoidance
actions, and junior lien on all assets subject to pre-petition
liens in order of priority as determined by applicable non-
bankruptcy law.

The Debtors are required to pay KeyBank $24,000 in fees.

More information is available for free at:

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

Englewood, Colorado-based Springbok Services, Inc., fka The Best
Present Company, Inc.; and fdba Springbok Card Processing
Services, fka Springbok Card Processing Services, Inc., filed for
Chapter 11 bankruptcy protection on June 18, 2010 (Bankr. D. Colo.
Case No. 10-25285).  Duncan E. Barber, Esq., who has an office in
Denver, Colorado, assists the Company in its restructuring effort.
The Company estimated its assets and debts at $10,000,001 to
$50,000,000.


TAYLOR BEAN: Freddie Mac Fights BofA's Examination Bid
------------------------------------------------------
Bankruptcy Law360 reports that Freddie Mac is fighting Bank of
America NA's request that it submit to more detailed examination
regarding its business relationship with Taylor Bean & Whitaker
Mortgage Corp., saying it has already made "extensive and time-
consuming efforts" to respond to the probe.

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

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

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


TEXAS RANGERS: Lists Assets at $79.6 Million
--------------------------------------------
Bill Rochelle at Bloomberg News reports that Texas Rangers
Baseball Partners has filed its schedules of assets and
liabilities.  The schedules showed property worth $79.6 million
against debt totaling $173.7 million. Secured claims were listed
for $93.5 million.  The lists of property didn't put a value on
the franchise from Major League Baseball.

Mr. Rochelle also reports that the schedule of financial affairs
says that the team's income from the business was $149.5 million
in 2008 and $167.4 million in 2009. Through May 31, income in 2010
was $54.9 million.

Meanwhile, the Texas Rangers was told by the bankruptcy judge at a
hearing June 28 to produce documents for the secured lenders
relating to the bids for the team, the valuation of the bids, and
the reasons for filing in Chapter 11.  The lenders, who oppose the
sale and the team's reorganization plan, in turn were required to
produce documents for the team.

The confirmation hearing for approval of the plan is scheduled for
July 9 in U.S. Bankruptcy Court in Fort Worth, Texas.

The Plan provides for the sale of substantially all of the assets
of TRBP -- including the Texas Rangers Major League Baseball Club
-- to Rangers Baseball Express LLC, an entity controlled by Chuck
Greenberg and Nolan Ryan, through the Prepackaged Plan.  Although
the lenders are owed $525 million in total, they receive only
$75 million directly from the team because that's the limit of the
secured debt the team itself guaranteed.

                       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.


THANH HOANG: Case Summary & 19 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Thanh Thuy Thi Hoang
        35110 Arbordale Ct.
        Fremont, CA 94536

Bankruptcy Case No.: 10-47314

Chapter 11 Petition Date: June 28, 2010

Court: United States Bankruptcy Court
       Northern District of California (Oakland)

Judge: Randall J. Newsome

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

Scheduled Assets: $766,054

Scheduled Debts: $1,394,345

A list of the Company's 19 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/canb10-47314.pdf

The petition was signed by Thanh Thuy Thi Hoang.


TOT ENERGY: Posts $1.8 Million Net Loss in Q3 Ended December 31
---------------------------------------------------------------
TOT Energy, Inc., filed on June 29, 2010, its quarterly report on
Form 10-Q, reporting a net loss of $1,764,551 for the three months
ended December 31, 2009, compared to a net loss of $6,328,588 for
the three months ended December 31, 2008.

The Company's balance sheet at December 31, 2009, showed
$3,471,684 in assets, $1,933,355 of liabilities, and $1,538,329 of
stockholders' equity.

"Several factors raise significant doubt as to our ability to
continue operating as a going concern.  These factors include our
history of net losses and that we have recently commenced
operations and, until the second quarter of 2008, have earned
minimal revenues, as well as the termination of TOT-SIBBNS first
contract and the decision to unwind the TOT-SIBBNS joint venture.
We are dependent upon TGR Energy, LLC or Mike Zoi (as a result of
his controlling interest in TGR and the Company's dependence on
the Subscription Agreement with TGR) to fund our operations."

Daszkal Bolton LLP, in Boca Raton, Florida, 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 March 31, 2009.  The independent auditors noted that the
Company has experienced recurring losses and has a working capital
deficit at March 31, 2009.

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

               http://researcharchives.com/t/s?65b1

Based in Miami, Fla., TOT Energy, Inc. (OTC BB: TOTY)
-- http://www.totenergy.com/-- operates as a diversified oil
services company primarily in central Asia and Europe.  It
primarily engages in the acquisition, exploration, development,
production, and marketing of crude oil and natural gas primarily
in Kazakhstan and Russia.  The Company, through a joint venture,
TOT-SIBBNS, provides oil exploration and consulting services to
companies in and around Novosibirsk, Russia.  TOT-SIBBNS owns and
operates four oil drilling rigs for drilling exploratory wells, as
well as provides engineering services and well remediation
services.  In addition, TOT Energy, through a joint venture with
Korlea Invest Holding AG of Switzerland, focuses on marketing oil
assets sourced by other TOT-Energy companies and contacts.


TRUVO USA: Files for Ch. 11; Mulls Sale of Assets to Creditors
--------------------------------------------------------------
Kristina Doss at Dow Jones Daily Bankruptcy Review reports that
Truvo USA LLC filed for bankruptcy protection (Bankr. S.D.N.Y.
Case No. 10-13513) on July 1, 2010, after striking a deal with
senior lenders holding 70% of the company's outstanding loans in a
debt-for-equity swap, according to court papers.

According to Dow Jones, Chief Financial Officer Marc C. F.
Goegebuer said in court papers Thursday that the operating
subsidiaries have been changing their focus from print-centric
directory businesses to the Internet.  But revenues generated by
the subsidiaries' online products have not been "sufficient" to
offset declines in their print business and the company's debt.

The privately owned company and its operating subsidiaries, known
as the Truvo Group, are "highly leveraged," with $1.9 billion of
"total external financial debt," Mr. Goegebuer said, according to
Dow Jones.

"The debtors believe that a Chapter 11 restructuring, combined
with a sale of TUSA . . . to a newly formed entity to be owned by
certain of the debtors' creditors, will position the Truvo Group
as a viable long-term provider of printed, online and mobile
products," he said.

Dow Jones says Truvo USA listed having between $500 million and $1
billion in assets and more than $1 billion in debt in its
bankruptcy petition filed Thursday with the U.S. Bankruptcy Court
in Manhattan.

Four other holding companies -- Truvo Parent Corp., Truvo
Intermediate LLC, Truvo Subsidiary Corp., and Truvo Acquisition
Corp. -- have also filed for bankruptcy protection.  Judge Arthur
J. Gonzalez handles the cases.

Truvo USA LLC publishes print and online directories through its
operating subsidiaries.

The operating subsidiaries have not sought protection under
Chapter 11 protection or any other insolvency regime, according to
Goegebuer.

Dow Jones notes the Truvo debtors are owned Truvo Luxembourg
S.a.r.l, which is not a debtor in these Chapter 11 proceedings.
Substantially all of the equity in Truvo Luxembourg is owned by
funds advised by Apax Partners and Cinven Group Ltd.




TUPPERWARE BRANDS: S&P Raises Corporate Credit Rating From 'BB+'
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on Orlando,
Fla.-based Tupperware Brands Corp., including the corporate credit
rating, to 'BBB-' from 'BB+'.  At the same time S&P removed all
ratings from CreditWatch, where they were placed with positive
implications on Feb. 22, 2010, reflecting improved operating
performance and better credit measures.

S&P also affirmed its 'BBB' issue rating on the company's senior
secured debt.  S&P has withdrawn its '1' recovery rating on the
senior secured debt because S&P does not maintain recovery ratings
on investment-grade entities.  The affirmation of the senior
secured debt reflects that lenders to the senior facilities
continue to benefit from priority security interest in the pledged
collateral of the company.

The outlook is stable.  Tupperware had about $435 million of
reported debt outstanding as of March 31, 2010.

The ratings upgrade reflects Tupperware's continued operating
performance improvement and better credit measures.  Adjusted
EBITDA has steadily improved on a sequential quarterly basis over
the past year, and trailing 12-month discretionary cash flow has
exceeded $100 million over this period.  This has allowed the
company to make significant debt prepayments, which totaled
$141.8 million in fiscal 2009, and improve credit measures.  S&P
estimate that adjusted debt to EBITDA for the 12 months ended
March 31, 2010, declined to 1.5x compared with a ratio of 2.4x for
the same prior year period, and funds from operations (FFO) to
total debt increased to 52.1% from 34% for the same two respective
periods.  These credit measures are strong for the 'BBB' rating
category.

The ratings on Tupperware reflect the company's moderate financial
policies, geographic diversity, well-known brand name, and premium
product position in the mature molded-plastic storage category.
Still, S&P believes the company's product offerings are somewhat
concentrated within houseware products and the highly competitive
cosmetics industry, in which the company has a modest competitive
position globally.  Therefore, S&P's investment grade ratings are
based on its expectations for credit measures to remain somewhat
better than medians for the 'BBB' rating category.


UNIVAR INC: S&P Puts 'B' Corp. Rating on CreditWatch Positive
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it placed all its
ratings, including the 'B' corporate credit rating, on Redmond,
Wash.-based Univar Inc. on CreditWatch with positive implications.
The CreditWatch listing follows Univar's S-1 filing indicating
that the company plans to issue common stock.  The company intends
to use the net proceeds from the offering to repay a portion of
its outstanding debt.

"The expected debt reduction, together with a continuation of
favorable operating results, could result in enough improvement to
the financial risk profile to support a modest upgrade," said
Standard & Poor's credit analyst Henry Fukuchi.  "S&P could affirm
the ratings following S&P's review if business conditions weaken,
S&P concludes that the expected debt reduction is not meaningful,
or if the transaction does not proceed due to external factors."

The ratings on Univar reflect its highly leveraged capital
structure and low operating margin associated with the fragmented
and competitive nature of the chemical distribution industry.
Offsetting factors are the company's leading market positions;
satisfactory product, customer, supplier, and geographic
diversity; and a flexible cost structure, with margin stability
during economic downturns.

As of March 31, 2010, Univar's capital structure is highly
leveraged.  Total adjusted debt was approximately $2.2 billion,
resulting in a ratio of debt to EBITDA of 4.9x.  The ratio of
funds from operations to total adjusted debt is about 10.5% as of
March 31, 2010, consistent with S&P's expectations at the current
ratings of approximately 10%.  S&P expects key credit metrics to
improve after the anticipated debt reduction from the proposed
IPO, assuming that business conditions do not deteriorate.

Univar is a leading global chemical distributor with annual sales
of approximately $7.2 billion.

We'll resolve the CreditWatch listing after a review of the
proposed equity offering and S&P's assessment of the implications
for credit quality.  S&P could raise the ratings modestly if the
debt reduction resulting from the transaction improves the
financial risk profile.  If debt is not reduced meaningfully or if
the transaction is not completed as expected, an affirmation of
the ratings is likely.


URANIUM RESOURCES: To Transfer to NASDAQ Capital Market
-------------------------------------------------------
Uranium Resources, Inc., disclosed that the NASDAQ Stock Market,
LLC, has approved URI's application to transfer its stock listing
to The NASDAQ Capital Market.  The transfer will be effective at
the opening of the market on Friday, July 2, 2010.  The Company's
stock symbol "URRE" will not change as a result of the transfer
and it has no impact on the ability of investors to trade the
stock.  The NASDAQ Capital Market is a continuous trading market
that operates in the same manner as The NASDAQ Global Market, and
it includes the securities of approximately 450 companies.  All
companies listed on The NASDAQ Capital Market must meet certain
financial requirements and adhere to NASDAQ's corporate governance
standards.

In accordance with NASDAQ Marketplace Rules, the Company has been
granted until January 4, 2011, to demonstrate compliance with the
minimum $1.00 bid price requirement of The NASDAQ Capital Market.
If compliance with the $1.00 bid price requirement is not regained
in the 180-day time period, NASDAQ will notify the Company of its
determination to delist the Company's common shares, which
decision may be appealed to a NASDAQ Listing Qualifications Panel.

"The transfer to the Capital Market allows our investors to
continue to benefit from our shares being listed on the NASDAQ
Stock Market including visibility with the investment community,
liquidity and pricing efficiency while we continue to pursue
strategic opportunities and advance projects in New Mexico and
Texas," noted Don Ewigleben, Uranium Resources' President and CEO.

The transfer is in response to the notice the Company received
from NASDAQ on January 8, 2010, stating that for 30 consecutive
days the bid price for the Company's common stock had closed below
the minimum $1.00 per share as required by Marketplace Rule
5550(a)(1) for continued listing on the NASDAQ Global Market.

                      About Uranium Resources

Uranium Resources Inc. explores for, develops and mines uranium.
Since its incorporation in 1977, URI has produced over 8 million
pounds of uranium by in-situ recovery (ISR) methods in the state
of Texas where the Company currently has ISR mining projects.  URI
also has 183,000 acres of uranium mineral holdings and
101.4 million pounds of in-place mineralized uranium material in
New Mexico, as well as a NRC license to produce up to 1 million
pounds of uranium.  The Company acquired these properties over the
past 20 years along with an extensive information database of
historic mining logs and analysis.  None of URI's properties is
currently in production.

URI's strategy is to fully exploit its resource base in New Mexico
and Texas, expand its asset base both within and outside of New
Mexico and Texas, partner with larger mining companies that have
undeveloped uranium or with junior mining companies that do not
have the mining experience of URI, as well as provide restoration
expertise to those that require the capability or lack the
proficiency.


US STEEL: Fitch Affirms Issuer Default Rating at 'BB+'
------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Rating and
outstanding debt ratings of United States Steel Corporation's
securities:

  -- Long-term IDR at 'BB+';
  -- Senior secured credit facility at 'BBB-';
  -- Senior unsecured notes at 'BB+'.

The Rating Outlook is Stable.

The Stable Outlook reflects Fitch's view that U.S. Steel's
liquidity is sufficient to support operations should the recovery
remain weak for the next 12-to-18 months.

Fitch believes that free cash flow will be negative for 2010
following negative free cash flow of $191 million for the quarter
ended March 31, 2010, and $736 million in 2009.  Operating EBITDA
was $110 million for the quarter ended March 31, 2010, and a loss
of $1.1 billion for 2009.  Debt at March 31, 2010 was
$3.7 billion.

Cash on hand at quarter-end was $1.4 billion; the $750 million
revolver was available up to the amount above which the fixed
charges coverage ratio requirement is applicable ($637.5 million),
as was the $500 million accounts receivable facility.  The
revolver expires May 11, 2012, and the receivables facility
expires Sept. 24, 2010.  The revolver has a 1.10:1.00 fixed charge
coverage ratio requirement only at such times as availability
under the facility is less $112.5 million.

Following the repayment of the term loans in 2009 and the USSK
revolver in 2010, scheduled maturities of debt are:

  -- $15 million in 2010;
  -- $218 million in 2011;
  -- $20 million in 2012; and
  -- $300 million in 2013

Capital expenditure guidance for 2010 is $530 million.  Fitch
expects interest expense in the range of $230 million to
$240 million.  Fitch expects U.S. Steel to generate positive
EBITDA in 2010.

A review of the ratings and Outlook would be warranted should
liquidity deteriorate or if results are much weaker than expected.


VISTEON CORP: Seeks Exclusive Plan Rights Until October 15
----------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Visteon Corp. is
asking the Court to extend its exclusive period to propose a
Chapter 11 until October 15.  A hearing on the requested extension
of the period within which no competing plan can be filed by
another party is scheduled for July 15.

Visteon Corp. has already filed a Chapter 11 plan.  The
explanatory disclosure statement was approved by the Court on
June 28.  The bankruptcy judge has scheduled a 10-day confirmation
hearing to begin Sept. 28.

                        About Visteon Corp.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The Company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of US$4,561,000,000 and
debts of US$5,311,000,000 as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


WARREN STEARNS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Warren Charles Stearns
        175 Old Sutton Road
        Barrington Hills, IL 60010

Bankruptcy Case No.: 10-28803

Chapter 11 Petition Date: June 28, 2010

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

Judge: Pamela S. Hollis

Debtor's Counsel: Richard N. Golding, Esq.
                  The Golding Law Offices, P.C.
                  The Boyce Building
                  500 North Dearborn Street, Second Floor
                  Chicago, IL 60654
                  Tel: (312) 832-7885
                  Fax: (312) 755-5720
                  E-mail: rgolding@goldinglaw.net

Scheduled Assets: $312,474

Scheduled Debts: $2,602,034

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ilnb10-28803.pdf

The petition was signed by Warren Charles Stearns.


WAYNE POWELL: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Wayne L. Powell
        392 North Street
        White Plains, NY 10605

Bankruptcy Case No.: 10-23306

Chapter 11 Petition Date: June 28, 2010

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

Judge: Robert D. Drain

Debtor's Counsel: Dana Patricia Brescia, Esq.
                  Alter, Goldman & Brescia, LLP
                  550 Mamaroneck Avenue
                  Harrison, NY 10528
                  Tel: (914) 670-0030
                  Fax: (914) 670-0031
                  E-mail: altergold@aol.com

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

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

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

The petition was signed by the Debtor.

Debtor-affiliates filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Strait Gate Church, Inc.              09-23954            10/16/09


ZAYAT STABLES: Court Approves Settlement Agreement With Bank
------------------------------------------------------------
Bloodhorse.com, citing report from Daily Racing Form, says a
federal judge approved the settlement agreement between Zayat
Stables and Fifth Third Bank, wherein the bank will vote to
approve the Company's Chapter 11 plan of reorganization plan in a
court hearing July 15.  The settlement ends legal battles and will
pave way for the company to begin operating stable under the terms
of the plan.

According to Bill Rochelle at Bloomberg News, the settlement
modifies Fifth Third's treatment under the plan.  In the revised
plan, the bank's loan will be fully paid by the end of 2014.  The
current principal balance of $28.2 million will be paid down by at
least $3.23 million to $4 million a year, with a balloon payment
due at the end of 2014.  Going forward, interest will be three
percentage points higher than the London interbank borrowed rate.
The bank will also share in part of the proceeds from the sale of
horses, with payments applied against the annual minimums.
Accrued interest of $623,000 will be paid June 30.

Other creditors aren't adversely affected, Zayat say in court
papers, according to Bloomberg.  Under the Plan:

   * Unsecured creditors, with $1.2 million in claims, are to be
     paid in full without interest over two years.

   * Ahmed Zayat will retain ownership.  A $2.45 million loan from
     a Zayat family member used to finance the Chapter 11 case
     will be forgiven.

                        About Zayat Stables

Headquartered in Hackensack, New Jersey, Zayat Stables owns of
203 thoroughbred horses.  The horses, which are collateral for the
bank loan, are worth $37 million, according an appraisal mentioned
in a court paper.  Ahmed Zayat said in a court filing that he
personally invested $40 million in the business.

The Company filed for Chapter 11 bankruptcy protection on
February 3, 2010 (Bankr. D. N.J. Case No. 10-13130).  The Company
listed $10,000,001 to $50,000,000 in assets and $10,000,001 to
$50,000,000 in liabilities.


* Foreclosure Sales Account for 31% of All Residential Sales
------------------------------------------------------------
RealtyTrac(R) released its first U.S. Foreclosure Sales
Report(TM), which shows that foreclosure homes accounted for 31
percent of all residential sales in the first quarter of 2010, and
that the average sales price of properties that sold while in some
stage of foreclosure was nearly 27 percent below the average sales
price of properties not in the foreclosure process.

A total of 232,959 U.S. properties in some stage of foreclosure -
default, scheduled for auction or bank-owned (REO) - sold to third
parties in the first quarter, a decrease of 14 percent from the
previous quarter and down 33 percent from the peak during the
first quarter of 2009, when sales of foreclosure homes accounted
for 37 percent of all residential sales.

"First time homebuyers and investors continue to buy foreclosure
properties in large numbers, and at substantial discounts," said
James J. Saccacio, chief executive officer of RealtyTrac.  "As
lenders have begun repossessing homes at record levels over the
first half of 2010, it will be interesting to watch how they will
manage the inventory levels of distressed properties on the market
in order to prevent more dramatic price deterioration."

The average sales prices on properties in some stage of
foreclosure decreased 23 percent from 2006 to 2009 while the
average discounts on foreclosure purchases steadily increased from
21 percent in 2006 to 27 percent in the first quarter of 2010.
Discounts on REOs are larger than discounts on pre-foreclosures,
although discounts on pre-foreclosures appear to be trending
higher as short sales become more common.

Foreclosure sales increase 2,500 percent from 2005 to 2009
More than 1.2 million U.S. properties in some stage of foreclosure
sold to third parties in 2009, an increase of 25 percent from 2008
and an increase of nearly 327 percent from 2007.  Total
foreclosure sales in 2009 were up more than 1,100 percent from
2006 and up more than 2,500 percent from 2005.  Foreclosure sales
accounted for 29 percent of all sales in 2009, up from 23 percent
in 2008 and up from 6 percent in 2007.

The average sales price of properties that sold while in some
stage of foreclosure in 2009 was 25 percent below the average
sales price of properties not in the foreclosure process. That was
up from an average discount of 22 percent in 2008 but down from an
average discount of 26 percent in 2007.  The average foreclosure
discount in 2005 was 35 percent, driven by a nearly 50 percent
discount on REOs; however, the discount on pre-foreclosures
trended up slightly over the same five-year period, from nearly 12
percent in 2005 to 15 percent in 2008 and 2009.

            Foreclosure Sales by Type in First Quarter

A total of 144,503 bank-owned (REO) properties sold to third
parties in the first quarter, down 13 percent from the previous
quarter and down 27 percent from the first quarter of 2009.  REO
sales accounted for 19 percent of all sales in the first quarter,
up from nearly 16 percent in the previous quarter but down from 21
percent of all sales in the first quarter of 2009.   REOs sold for
an average discount of 34 percent, up from an average discount of
nearly 32 percent in both the previous quarter and the first
quarter of 2009.

A total of 88,456 pre-foreclosure properties - in default or
scheduled for auction - sold to third parties in the first
quarter, down 15 percent from the previous quarter and down nearly
41 percent from the first quarter of 2009.  Pre-foreclosure sales
accounted for nearly 12 percent of all sales, up from nearly 10
percent in the previous quarter but down from 16 percent in the
first quarter of 2009.  Pre-foreclosures, which are often short
sales, sold for an average discount of nearly 15 percent, up from
nearly 14 percent in the previous quarter but down from 16 percent
in the first quarter of 2009.

        Nevada, California, Arizona Post Highest Percentage
                    of Foreclosure Sales in Q1

Foreclosure sales accounted for 64 percent of all sales in Nevada
in the first quarter, the highest percentage of any state,
although Nevada's percentage was down from 65 percent of all sales
in the previous quarter and 75 percent of all sales in the first
quarter of 2009.

California posted the second highest percentage, with foreclosure
sales accounting for 51 percent of all sales there in the first
quarter - up slightly from 50 percent in the previous quarter but
down from 70 percent of all sales in the first quarter of 2009.

Foreclosure sales as a percentage of all sales were also down in
Arizona from the first quarter of 2009, but the state still posted
the third highest percentage in the first quarter, with
foreclosure sales accounting for 50 percent of all sales.

Other states where foreclosure sales accounted for at least one-
third of all sales were Massachusetts, Rhode Island, Florida,
Michigan, Georgia, Illinois, Idaho and Oregon.


            Ohio, Kentucky, Illinois Post Highest
                   Foreclosure Discounts

The average sales price of properties that sold while in some
stage of foreclosure in the first quarter was 39 percent below the
average sales price of properties not in the foreclosure process
in Ohio, Kentucky and Illinois - the states with the three highest
average foreclosure discounts.

The average overall foreclosure discount was at least 35 percent
in California, Tennessee, Pennsylvania, DC and New Jersey.

The biggest discount on bank-owned properties was in New York,
where the average sales price for REOs was 52 percent below the
average sales price for properties not in foreclosure.  The
biggest discount on pre-foreclosure properties was in Rhode
Island, where the average sales price for properties in default or
scheduled for auction was 33 percent below the average sales price
for properties not in foreclosure.

                        Report Methodology

The RealtyTrac U.S. Foreclosure Sales Report is produced by
matching national address-level sales deed data against
RealtyTrac's foreclosure database of pre-foreclosure, auction and
bank-owned properties.  A property is considered a foreclosure
sale if a sales deed is recorded for the property while it was
actively in some stage of foreclosure or bank-owned.  The
foreclosure discount is calculated by comparing the percentage
difference between the average sales price of properties not in
foreclosure to the average sales price of properties in some stage
of foreclosure or bank-owned.  States without sufficient
foreclosure sales data to calculate average prices are not
included in the report.

                     About RealtyTrac Inc.

RealtyTrac -- http://www.realtytrac.com/-- is the leading online
marketplace of foreclosure properties, with more than 1.5 million
default, auction and bank-owned listings from over 2,200 U.S.
counties, along with detailed property, loan and home sales data.
Hosting more than 3 million unique monthly visitors, RealtyTrac
provides innovative technology solutions and practical education
resources to facilitate buying, selling and investing in real
estate.  RealtyTrac's foreclosure data has also been used by the
Federal Reserve, FBI, U.S. Senate Joint Economic Committee and
Banking Committee, U.S. Treasury Department, and numerous state
housing and banking departments to help evaluate foreclosure
trends and address policy issues related to foreclosures.


* GE Capital Joint Leads $650MM Exit Financing for Smurfit-Stone
----------------------------------------------------------------
GE Capital, Restructuring Finance announced it is co-collateral
agent in a $650 million asset-based credit facility to Smurfit-
Stone Container Corporation, a leading integrated containerboard
and corrugated packaging producer and recycler. The loan supports
the company's exit from bankruptcy protection under a Plan of
Reorganization.  GE Capital Markets served as joint lead arranger.

Headquartered in Chicago, IL, and Creve Coeur, MO, Smurfit-Stone
Container Corporation is a leading manufacturer of paperboard and
paper-based packaging and one of the world's largest paper
recyclers.  The company operates approximately 145 facilities with
over 17,000 employees in the United States, Canada, Mexico and
Asia.

"The combination of GE's experience with paper and packaging
companies and expertise in turnaround finance helped us advance
our reorganization," said Tim Griffith, vice president and
treasurer of Smurfit-Stone.  "We value our relationship with GE
and their ability to continue to make significant financial
commitments."

"We're dedicated to meeting the restructuring finance needs of
mid-sized and large companies," said Rob McMahon, managing
director of GE Capital, Restructuring Finance.  "Providing
businesses with the critical liquidity to execute their objectives
is our specialty."

                        About GE Capital

GE Capital, Restructuring Finance is a leading provider of senior
secured loans to distressed companies supporting Chapter 11
filings, plan-of-reorganizations and out-of-court restructurings.


* BOOK REVIEW: The Executive Guide to Corporate Bankruptcy
----------------------------------------------------------
Authors: Thomas J. Salerno; Craig D. Hansen; Jordan A. Kroop
Publisher: Beard Books
Hardcover: 728 pages
List Price: $174.95

The newly revised edition of The Executive Guide To Corporate
Bankruptcy is perfectly timed.  As the global economy continues to
deteriorate, more and more companies are sinking into insolvency
with executives at their helm who need a crash course in
bankruptcy realities.  This excellent book will quickly get both
the seasoned executive and the uninitiated lawyer up to speed on
the bankruptcy process.

Salerno, Kroop and Hansen understand that the reorganization
process can be intimidating, puzzling, and generally unpleasant.
They penetrate the opaque gloom that some lawyers tend to
perpetuate.  Each chapter of this book addresses a different
aspect of the reorganization process, beginning with an overview
of the origins and purpose of US bankruptcy laws and ending with a
debunking of common myths about reorganization.  In between, they
discuss each chapter of the bankruptcy code; discussing the gamut
from liquidations through Chapter 11 sales and full-blown
reorganizations.  The authors' ability to distill the bankruptcy
code's complex language into comprehensible and manageable blocks
of information makes the book extremely readable.

The Executive Guide is full of pragmatic advice.  After laying out
the essential elements and key players in the restructuring
process, the authors get down to the nitty gritty of navigating a
distressed company through reorganization.  They realistically
assess the challenges that an executive should expect to face in
Chapter 11.  They discuss how to assuage and balance the concerns
of employees and key vendors, address the inevitable creditor
dissatisfaction with executive compensation, deal with members of
their professional team and work effectively as an executive whose
actions will be constantly scrutinized and second-guessed.  The
authors also provide the cautionary note that "executives
preparing to embark on a reorganization are usually too
preoccupied with business emergencies to think about the personal
toll that the process will exact."

One common flaw in books that try to be accessible while dealing
with technical topics is that they fall short in providing the
reader with a substantive understanding of the subject matter.
The Executive Guide to Corporate Bankruptcy avoids this pitfall.
The book's fourth and fifth chapters provide in-depth analysis of
the strategic decisions and steps that should be taken during the
restructuring process.  The authors explain the importance that
venue can have a case, the intricacies of first day motions and
how to prepare for confirmation.  There is a detailed discussion
of the sale of assets during the course of a Chapter 11
restructuring and the importance of making sure that major
constituencies are a part of the decision-making process.  They
also walk the reader through the specifics of a plan of a
reorganization, explaining the dynamics of the negotiation
process, especially how to understand and appreciate the needs of
your constituents and how to get a plan confirmed.

The icing on the cake for this book is the excellent appendix.
The final section of the book includes a user-friendly glossary of
commonly used bankruptcy terms and a reorganization timeline.  It
also includes sample documents such as debtor-in-possession (DIP)
financing agreements, operating reports, first day motions and
orders, management severance agreements, and more.  The summary of
management incentive stock plans implemented in recent
restructuring transactions is particularly informative.

This is a terrific book.  While geared to the non-lawyer
executive, it will also be a useful resource for any lawyer who
wants to gain practical familiarity with the bankruptcy process.
This should be a best seller in today's environment, though it may
need to be delivered to most executives in a brown paper wrapper.



                           *********

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.


                  *** End of Transmission ***