TCR_Public/100706.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Tuesday, July 6, 2010, Vol. 14, No. 185

                            Headlines


401 PROPERTIES: Bridgeview Tries to Block Cash Collateral Use
401 PROPERTIES: Bridgeview Bank Wants Chapter 11 Case Dismissed
ABITIBIBOWATER INC: Noteholders Contend Plan Can't Be Confirmed
ADVANCED MICRO: Inks Transition Agreement With Thomas McCoy
ALLIANCE ONE: S&P Gives Stable Outlook; Affirms 'B+' Rating

AMBAC FINANCIAL: Enters Series of Debt for Equity Exchanges
AMERICAN RAILCAR: S&P Downgrades Corporate Credit Rating to 'B+'
AMERICAN SAFETY: Receives Refinancing Proposal From Lenders
AMR CORP: Says Retirees & Employees Data Compromised
ANTOINE WALKER: Pleads Not Guilty to Criminal Charges

ARROW AIR: Files Third Ch. 11 Petition, Now Liquidating
BASHAS' INC: Tosses Out Plan That Would Pay Off $260MM in Debt
BLOCKBUSTER INC: Fitch to Give 'RD' If No Payment by Aug. 13
BLOCKBUSTER INC: Cut by Moody's to 'Ca/LD' After Non-Payment
BLOCKBUSTER INC: S&P Downgrades Corporate Rating to 'SD'

BP PLC: Has Standby Loan Pledges for Up to $9 Billion
CAPMARK FIN'L: Court OKs Sale of Georgetown Park Loan for $59.1MM
CAPMARK FIN'L: Opposes Committee Probe on $1.5-Bil. Loans
CAPMARK FIN'L: Has OK to Use Cash Collateral Until January
CAPMARK FIN'L: Proposes to Sell Shares in Capmark Securities

CAPRIUS INC: Marcum LLP Raises Going Concern Doubt
CAPTAIN VAN DYKE: Asks for Court's Nod to Use Cash Collateral
CAROL KARLOVICH: Asks for Court's Nod to Use Cash Collateral
CELL THERAPEUTICS: Reports $7.19-Mil. Net Loss for May
CHINA NETWORKS: Working Capital Deficit Cues Going Concern Doubt

CIENA CAPITAL: Court Okays Settlement Among Ares, Unsecureds
CIT GROUP: Secures $800MM in Financing; Sells $500MM in Assets
CITIGROUP INC: Beefs Up Mortgage-Originating Business
CLOVERLEAF ENTERPRISE: Halts Rosecroft Raceway Operations
COEUR D'ALENE: Closes Public Offering of Senior Term Notes

DAVID'S AUTO: To Build Ties With Smaller Players Under Plan
DELTA AIR: Court OKs New Union Voting Rules; Elections Loom
DELTA AIR: Offers $450-Mil. of 2010-1A Pass Through Certificates
DELTA AIR: Implements "Blackout Period" for Employee Benefit Plans
DERMONTTI DAWSON: Files for Ch. 7 Bankruptcy in Lexington, Ky.

DIAMOND RANCH: Delays Filing of Annual Report on Form 10-K
DRAGON PHARMACEUTICAL: Sets July 20 Special Meet of Shareholders
DUBAI WORLD: Nakheel Starts Making 40% Cash Payments to Creditors
DUNE ENERGY: Closes Sale of South Florence Field
EXTENDED STAY: To Present Plan for Confirmation on July 20

EXTENDED STAY: Proposes to Enter Into Agreement with CWCapital
EXTENDED STAY: Wants Until November 30 to Decide on Leases
FAIRPOINT COMMS: BofA Taps Willkie Farr as Counsel
FAIRPOINT COMMS: Continues to Expand Broadband Reach in NH
FIRST FOLIAGE: Gets Court's Interim Nod to Use Cash Collateral

FORD MOTOR: Reports 15% Increase in June Sales
GENERAL GROWTH: $418,500 in Claims Change Hands for June
GENERAL GROWTH: Reports 2009 401(k) Savings Plan
GENERAL MOTORS: Personal-Injury Suits vs. New GM Halted by Judge
GENERAL MOTORS: Sales of Four Brands Increase 36% in June

GRUPO TMM: Substantial Losses Prompt Going Concern Doubt
HAWK CORP: S&P Puts 'B' Rating on CreditWatch Developing
HOKU CORP: Delays Filing of Annual Report for FY 2010
HOKU CORP: Gets $28.3MM Loan from China Construction Bank
ILLINOIS: Not Paying Bills; Faces $12 Bil. in Budget Deficit

INT'L COMMERCIAL: Reports $75,000 Q1 Loss; Prior 10-Qs Also Filed
ISA CAPITAL: Fitch Downgrades Issuer Default Ratings to 'BB+'
JAPAN AIRLINES: Applies for Cargo Fuel Surcharge for July 2010
LAUREATE EDUCATION: Moody's Gives Stable Outlook, Keeps B2 Rating
LDK SOLAR: Posts $234 Million Net Loss in 2009

LDK SOLAR: Inks Module Supply Contract With Gestamp Solar
LEXI DEV'T: Wants to Hire Meland Russin as Bankruptcy Counsel
LEXI DEV'T: Asks for Court's Nod to Use Cash Collateral
MAYSVILLE INC: Files for Chapter 11 in Miami
MESA AIR: Proposes Claims Objection/Settlement Protocol

MESA AIR: Proposes Deals with U.S. Bank and MTTC
MESA AIR: Has Deal Dismissing Claims in Delta Arizona Action
METROPCS WIRELESS: Moody's Affirms 'B1' Corporate Family Rating
METROPCS COMMUNICATIONS: S&P Affirms 'B' Corporate Credit Rating
MONEYGRAM INTERNATIONAL: Makes $30 Million Debt Repayment

MXENERGY HOLDING: Names Jacqueline Mitchell as Class B Director
NEFF CORP: Committee Wins Some Concessions on Loan, Bonuses
OPTI CANADA: Names Exec. VP David Halford as Director
PARAMOUNT RESOURCES: Completes Acquisition of Redcliffe
PARLUX FRAGRANCES: Reports $14.8 Million Net Loss for FY2010

PATIENT SAFETY: Completes $6 Million Private Placing Financing
PCS EDVENTURES: Could Not File Annual Report Until July 14
PETROLEUM & FRANCHISE: Sec. 341(a) Meeting Scheduled for July 26
PETROLEUM & FRANCHISE: Taps Zeisler & Zeisler as Bankr. Counsel
PETROLEUM & FRANCHISE: Gets Interim Okay to Use Cash Collateral

PHILADELPHIA NEWSPAPERS: Pension Fund Appeals Plan Confirmation
PREMIUM PROTEIN: Hastings & Lincoln Closes Purchase of Two Plants
QUESTAR MARKET: Moody's Downgrades on Senior Notes to 'Ba1'
REAL MEX: Sun Capital's Skillen Replaces Bushler on Board
REMEDIAL CYPRUS: Has More Exclusivity, More Funding

SAINT VINCENTS: Has Deal to Sell Unit to North Shore for $15MM
SEALY CORP: Posts $849,000 Net Income for May 9 Quarter
SEMINOLE HARD ROCK: Moody's Downgrades Corporate to 'B2'
SEMINOLE TRIBE: Moody's Downgrades Rating on Bonds to 'Ba1'
SHILOH INDUSTRIES: Moody's Upgrades Corp. Family Rating to 'B2'

SITHE/INDEPENDENCE FUNDING: Moody's Cuts Ratings on Bonds to 'Ba3'
SK HAND: Files Ch. 11 in Chicago for Sale to Ideal Industries
SMURFIT-STONE: Reorganization Plan Declared Effective July 1
SMURFIT-STONE: 130+ Claims Change Hands for June
SOCAL BANCORPORATION: Ownership in PBB Decreased to 3.75%

SOUTH BAY: Has Plan Exclusivity Until Nov. 17
SOUTH DAKOTA STATE MEDICAL: A.M. Best Affirms 'B' FSR
STANDARD PACIFIC: S&P Gives Positive Outlook, Keeps 'B-' Rating
SUNESIS PHARMA: Closes $28.5-Mil. Final Tranch of 2009 Placement
TAGISH LAKE: Pacific Metals Intends to Make Take-Over Bid

TAYLOR BEAN: Authorized to Sell Reverse Mortgages
TERRA INDUSTRIES: S&P Raises Corporate Credit Rating to 'BB+'
TEXAS RANGERS: Plan Confirmation Delayed for Mediation
TOP OF THE KRESS: Files for Bankruptcy to Reorganize Finances
TREASURE CHEST: Taps Stichter Riedel as Bankruptcy Counsel

TRUVO INTERMEDIATE: S&P Cuts Corporate to 'D' after Ch. 11 Filing
UAL CORP: Registers 192MM Shares of Common Stock for Merger
UAL CORP: Facing Lawsuit Over Continental Merger Concerns
UAL CORP: Files 2009 Annual Reports of Four 401(K) Plans
UNIFI INC: Completes Redemption of $15 Million Senior Notes

UNITY MUTUAL: AM Best Downgrades Financial Strength Rating to C++
VITESSE SEMICONDUCTOR: Approves 1-for-20 Reverse Stock Split
YRC WORLDWIDE: Carl Vogt Resigns From Board of Directors

* 1 Default Last Week Brings S&P's 2010 Global Total to 42
* Experts See Slew of Bankruptcies Amid Gulf Coast Oil Spill
* Moody's Sees Liquidity-Stress Index Turning to Decline

* Venable Adds to Bankruptcy Practice in Los Angeles

* Large Companies With Insolvent Balance Sheets


                            ********


401 PROPERTIES: Bridgeview Tries to Block Cash Collateral Use
-------------------------------------------------------------
Bridgeview Bank Group, a secured creditor of 401 Properties
Limited Partnership, has asked the Hon. Jacqueline P. Cox of the
U.S. Bankruptcy Court for the Northern District of Illinois for
the interim prohibition, sequestration, and segregation of cash
collateral, termination of the automatic stay, and other relief
against the Debtor.

Bridgeview notes that it has also filed, contemporaneously with
its request to prohibit use of cash collateral, a motion to
dismiss this bankruptcy case.  This Motion will be heard first
and, if granted, the motion to dismiss will be obviated, it says.

Andrew Jahelka and his long time business associate, Leon
Greenblatt III are limited partners of the Debtor.  According to
Bridgeview, Messrs. Greenblatt and Jahelka are not strangers to
Bridgeviewruptcy court and are the subject of several infamous
court opinions in the Northern District of Illinois as well as
around the country.  Mr. Greenblatt and his associates have filed
numerous bankruptcy proceedings on behalf their various entities,
several of which have been dismissed on the grounds that they were
not filed in good faith.

On March 10, 2009, Debtor executed a Mortgage Note in favor of and
payable to Bank in the principal amount of $6,274.288.46.  In
addition to Note 1, on March 10, 2009, Debtor also executed a
second Mortgage Note in favor of and payable to Bridgeview in the
principal amount of $1,600,711.54.  Note 1 and Note 2 were secured
by a Mortgage, Assignment of Leases and Rents, and Security
Agreement dated March 10, 2009 on the Property.  Note 1, Note 2
and the Mortgage were amended by a Modification of Mortgage and
Other Security Documents dated March 17, 2009.  Note 3 is secured
by the mortgage on the Property.

On March 17, 2009, the Debtor also executed a third Mortgage Note
in favor of and payable to Bridgeview in the principal amount of
$130,000.  As of June 22, 2010, Debtor owed Bridgeview
$8,624,837.21, with an additional $3,809.57 accruing each day.

Bridgeview filed foreclosure proceedings in the Circuit Court of
Cook County, Illinois on April 6, 2010.  Contemporaneously with
the foreclosure, Bridgeview filed a motion for the appointment of
a receiver in the State Court.  The Debtor required time to
respond to the receiver motion even after the State Court judge
indicated to Debtor's counsel that there was a presumption that
Bridgeview would have its receiver motion granted at the hearing
date.  The Debtor's responsive pleadings blatantly ignored
controlling state law precedent, Bridgeview claims.

Bridgeview says that a few hours before the hearing on
Bridgeview's motion to appoint a receiver, the Debtor filed a
Chapter 11 case to delay, hinder and frustrate Bridgeview's rights
relative to the loan agreements.

Bridgeview claims that it is not adequately protected because
there is insignificant equity cushion.  The Debtor's only asset is
a commercial building with no substantial business other than the
business of operating the real property.

The Property was appraised on February 16, 2010, as having a
market value of $10,100,000 as of that date.  The Appraisal also
estimates that $800,000 to $850,000 of significant repairs are
necessary (and which, were never made by the Debtor).  Real estate
taxes on the Property are severely delinquent; the last quarter of
2008 and the first quarter of 2009 have not been paid. 2008 taxes
were $429,726.43.  Assuming taxes did not increase in 2009,
approximately $214,863.21 in taxes (not including any late fees
and interest) are overdue, says Bridgeview.

Adding up the amount owed to Bridgeview as of June 22, 2010
($8,624,837.21), the minimum amount of necessary repairs
($800,000.00), and back taxes (no less than $214,863.21), equals
$9,639,700.42.  Assuming the proper valuation is $10,100,000.00,
the equity cushion would be $460,299.58. This figure does not
include closing costs, title, survey, brokerage commissions and
legal fees (which is generally estimated at 10%).  Thus, once
closing costs are factored in, there is an insignificant equity
cushion -- even assuming a $10.1 million valuation, Bridgeview
states.

Since Bridgeview is going to sell the Property in a foreclosure
sale, the market value is not the appropriate basis of valuation.

Bridgeview is represented by:

        Bryan I. Schwartz
          E-mail: bschwartz@lplegal.com
        Jonathan P. Friedland
          E-mail: jfriedland@lplegal.com
        Elizabeth B. Vandesteeg
          E-mail: evandesteeg@lplegal.com
        Levenfeld Pearlstein, LLC
        2 North LaSalle Street, Suite 1300
        Chicago, Illinois 60602
        Tel: (312) 346-8380
        Fax: (312) 346-8434 (Facsimile)

A hearing on Bridgeview's request to prevent the Debtor from using
cash collateral is set for On July 15, 2010 at 9:30 a.m.

                         About 401 Properties

Chicago, Illinois-based 401 Properties Limited Partnership filed
for Chapter 11 bankruptcy protection on June 23, 2010 (Bankr. N.D.
Ill. Case No. 10-28114).  Louis D. Bernstein, Esq., at Bernstein
Law Firm, LLC, assists the Company in its restructuring effort.
The Company listed $10,000,001 to $50,000,000 in assets and
$1,000,001 to $10,000,000 in liabilities.


401 PROPERTIES: Bridgeview Bank Wants Chapter 11 Case Dismissed
---------------------------------------------------------------
Bridgeview Bank Group has asked the Hon. Jacqueline P. Cox of the
U.S. Bankruptcy Court for the Northern District of Illinois to
dismiss 401 Properties Limited Partnership's Chapter 11 case.

Bridgeview claims that the Debtor's bankruptcy was done in bad
faith.  Bridgeview says that it filed a motion to lift the
automatic stay, a motion that discloses facts that are largely the
same as those supporting the motion for dismissal of the Debtor's
Chapter 11 case.  "If the lift stay motion is granted, this motion
will be largely moot, since the Debtor's only asset is real estate
located at 401 South LaSalle Street, Chicago, Illinois (the
Property)," Bridgeview states.

According to Bridgeview, the bankruptcy case was filed within
hours of the State Court appointing a receiver over the Property,
in Bridgeview Bank Group v. Greenblatt, et al., Case No. 10-14049
in the Cook County Circuit Court, Law Division.  The bankruptcy
case, says Bridgeview, is essentially a two party dispute between
Bridgeview and the Debtor.

"Leon Greenblatt has both an ownership interest in the Debtor and
is a guarantor of the debt owed by the Debtor to Bridgeview.  As
the Court may be aware, Greenblatt and his business associates are
no strangers to the State and Federal Courts, both in Illinois and
beyond," Bridgeview says.

Bridgeview discloses that:

     a. Mr. Greenblatt and his associates have filed numerous
        bankruptcy proceedings on behalf their various entities,
        several of which have been dismissed on the grounds that
        they were not filed in good faith.

     b. RTC was owned by Mr. Greenblatt, Jahelka, and Richard
        Nichols.  Judge Wedoff appointed a Chapter 11 trustee in
        RTC, based upon uncontroverted evidence of mismanagement
        and diversion of funds by Mr. Greenblatt and his
        management team.

     c. After approximately two years, Mr. Greenblatt offered to
        pay the Chapter 11 trustee $2.5 million for his legal
        fees, in exchange for the trustee's agreement to move to
        dismiss the case.  Immediately upon the conclusion of a
        short trial regarding the motion to dismiss, Judge Wedoff
        converted the case due to Mr. Greenblatt's improper
        attempt to directly pay $2.5M to the Chapter 11 trustee;
        and

     d. South Beach Securities, Inc., filed Chapter 11 through its
        authorized agent, Mr. Greenblatt, listing only one
        creditor, Scattered Corp., an insider.  South Beach had no
        employees, no assets, and no ongoing business.  Its plan
        proposed to transfer the South Beach stock to Scattered to
        "monetize" the value of its net operating losses and, had
        the plan been confirmed, Scattered would have ended up
        owning South Beach's NOLs.  Confirmation, however, was
        denied because South Beach had no non-insider impaired
        class voting to accept and because the plan's principal
        purpose was tax avoidance.  South Beach appealed to the
        district court and lost, then to the Seventh Circuit.  Not
        only did South Beach also lose there, but Judge Richard
        Posner issued a rule to show cause as to why the
        appellants and their lawyers shouldn't be sanctioned for
        their frivolous appeal involving "a scheme aimed at a
        palpable misuse of bankruptcy."

     e. Just last month, Judge Posner passed down harsh criticism
        of Mr. Greenblatt for his appeal of one of these
        dismissals, blasting the underlying filing as "phony,"
        "bogus," "frivolous," and "a palpable misuse of
        bankruptcy," with "no purpose other than to beat taxes."
        Judge Posner not only condemned Mr. Greenblatt's actions
        and attitude, but also those of his attorneys, inviting
        parties to consider bringing actions for sanctions against
        them; and

     f. In addition, Judge Kendall, of the Northern District of
        Illinois, recently pierced the corporate veil against
        Mr. Greenblatt and two of his business partners, Andrew
        Jahelka and Richard Nichols, on the grounds that they had
        engaged in fraudulent conduct to the detriment of Wachovia
        Securities, LLC.  Wachovia (also represented by Levenfeld
        Pearlstein) is actively pursuing this judgment against the
        three individuals, including Mr. Jahelka, who filed his
        own personal bankruptcy case, Case No. 09-20289 in the
        Northern District of Illinois Bankruptcy Court.

Bridgeview is represented by:

        Bryan I. Schwartz
          E-mail: bschwartz@lplegal.com
        Jonathan P. Friedland
          E-mail: jfriedland@lplegal.com
        Elizabeth B. Vandesteeg
          E-mail: evandesteeg@lplegal.com
        Levenfeld Pearlstein, LLC
        2 North LaSalle Street, Suite 1300
        Chicago, Illinois 60602
        Tel: (312) 346-8380
        Fax: (312) 346-8434 (Facsimile)

Chicago, Illinois-based 401 Properties Limited Partnership filed
for Chapter 11 bankruptcy protection on June 23, 2010 (Bankr. N.D.
Ill. Case No. 10-28114).  Louis D. Bernstein, Esq., at Bernstein
Law Firm, LLC, assists the Company in its restructuring effort.
The Company listed $10,000,001 to $50,000,000 in assets and
$1,000,001 to $10,000,000 in liabilities.


ABITIBIBOWATER INC: Noteholders Contend Plan Can't Be Confirmed
---------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that AbitibiBowater Inc.
received several objections to the disclosure statement explaining
its proposed Chapter 11 plan.

According to the report, Aurelius Capital Management LP and
Contrarian Capital Management LLC, holders of unsecured notes
issued by Bowater, contend in a 48-page filing on June 29 that the
plan can't be confirmed.  Aurelius and Contrarian, which hold more
than one-third of the unsecured claims, argue that the Debtors
can't even use the cramdown process because their class isn't
being paid in full and there will be no impaired class voting in
favor of the plan.

A hearing on the disclosure statement is scheduled for July 7.

                     About AbitibiBowater

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

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

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

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

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


ADVANCED MICRO: Inks Transition Agreement With Thomas McCoy
-----------------------------------------------------------
Advanced Micro Devices Inc. and Thomas M. McCoy, the Company's
Executive Vice President, Legal and Public Affairs, entered into
an Executive Transition Agreement and General Release pursuant to
which Mr. McCoy will resign his employment with the Company, its
subsidiaries, joint ventures or other affiliates effective
December 31, 2010.

Effective June 30, 2010, Mr. McCoy will no longer serve as an
executive officer of the Company.  However, he will continue to
assist the Company with certain transition duties.  Mr. McCoy will
continue to receive his current base salary compensation through
the Resignation Date.

In addition, during this period, his stock options and restricted
stock units will continue to vest, and he will continue to be
eligible for health and other insurance benefits.  Under the
Agreement, Mr. McCoy will also receive a $4,000,000 performance
bonus in recognition and acknowledgment of the contributions that
Mr. McCoy provided to the Company in connection with the AMD vs.
Intel antitrust litigation settled in November 2009 and related
achievements.  Pursuant to the terms of the Agreement, the
Performance Bonus was paid in a single lump sum on June 30, 2010.

                   About Advanced Micro Devices

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

                          *     *     *

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

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


ALLIANCE ONE: S&P Gives Stable Outlook; Affirms 'B+' Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on Morrisville, N.C.-based Alliance One International to
stable from positive.  S&P also affirmed the 'B+' corporate credit
rating on the company.

In addition, S&P affirmed its debt issue ratings on the company,
including its 'BB' senior secured debt rating (two notches higher
than the 'B+' corporate credit rating); the recovery rating
remains '1', indicating S&P's expectation for very high recovery
(90% to 100%) in the event of a payment default.  S&P also
affirmed its 'B+' rating on the company's senior unsecured notes,
and the recovery rating remains '4', indicating S&P's expectation
of average (30% to 50%) recovery for note holders in the event of
a payment default.  At the same time, S&P's rating on the
company's $115 million convertible notes due 2014 remains 'B-',
with a recovery rating of '6', indicating S&P's expectation of
negligible (0% to 10%) recovery in the event of a payment default.

"The outlook revision reflects S&P's opinion that there are some
uncertainties surrounding industry market trends -- which include
some shifting by tobacco manufacturers to direct leaf procurement
-- and increasingly competitive market conditions that could
negatively impact profitability," said Standard & Poor's credit
analyst Mark Salierno.  "It also reflects S&P's expectation that
AOI's key credit protection measures could weaken from current
levels over the near term." This includes leverage potentially
increasing to the 4.5x to 5x area, compared with S&P's earlier
expectations of sustaining leverage below 4.5x to support an
upgrade.  Currently, S&P estimate leverage as measured by total
adjusted debt to EBITDA to be slightly less than 4x.  Although S&P
believes that the company continues to maintain sufficient
liquidity, S&P expects that increasingly challenging industry
conditions could negatively affect operating performance in fiscal
2011.  These include a more difficult cost environment, which
could be unfavorably affected by higher green tobacco prices, some
shift to value among its customers, and the possibility of tighter
supply of burley and flue-cured tobacco.  As a result, S&P
estimates that operating margins could weaken 200 to 300 basis
points, albeit from historically high levels.

The ratings on AOI reflect the difficult business environment in
which the company operates, marked by global competition,
political unrest in certain leaf-tobacco producing countries,
exposure to foreign currency volatility (particularly a weak U.S.
dollar), and declining cigarette consumption in most mature
markets, including the U.S. and Western Europe.  In addition,
there is customer concentration risk and relatively high debt
leverage.  These risk factors are tempered by the company's
position as one of the two leading independent leaf tobacco
merchants; its sourcing diversification; and solid, long-standing
customer relationships with the leading cigarette manufacturers.

The outlook is stable, reflecting S&P's expectation that margins
could tighten in fiscal 2011 under more difficult market
conditions.  However, S&P could still consider an upgrade if the
company is able to sustain leverage at or less than the 4.5x area
through the end of fiscal 2011.  Because of the seasonality of the
company's operations (especially working capital needs during the
harvest) and the timing of shipments to customers, there can be
volatility in operating performance and credit metrics from
quarter to quarter.  S&P estimates that leverage could approach
the 5x level in the event that sales are flat to slightly higher
but operating margins contract more than 300 basis points from
current elevated levels.  However, if volatility is greater than
anticipated, margins contract more than expected causing leverage
to approach the 5.5x area, and/or covenant cushion tightens below
10%, S&P would consider a lower rating.


AMBAC FINANCIAL: Enters Series of Debt for Equity Exchanges
-----------------------------------------------------------
Ambac Financial Group Inc. entered into a series of additional
debt for equity exchanges with certain holders of the Company's 9
3/8% debentures, due August 2011, pursuant to separate agreements.
Pursuant to these agreements, the Company has issued an aggregate
of 8,602,414 shares of its common stock to the bondholders in
exchange for $11.811 million in aggregate principal amount of the
Debentures.

The exchanges are exempt from registration under Section 3(a)(9)
of the Securities Act of 1933, as amended.  No commission or other
remuneration was paid or given directly or indirectly in
connection with the exchanges.  Following the consummation of the
exchange offers described above, the Company will have 302,022,750
shares of common stock outstanding.

Since early June, the Company has issued an aggregate of
13,638,482 shares of its common stock in exchange for $20.3
million in aggregate principal amount of its 9 3/8% Debentures due
August 2011.

                     About Ambac Financial

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

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

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


AMERICAN RAILCAR: S&P Downgrades Corporate Credit Rating to 'B+'
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
ratings on St. Charles, Mo.-based American Railcar Industries
Inc., including lowering the corporate credit rating to 'B+' from
'BB-'.

S&P also lowered the issue-level rating on the company's
$275 million senior unsecured notes due 2014 to 'B+', the same as
the corporate credit rating, from 'BB-'.  The recovery rating
remains at '4', indicating S&P's expectation of average (30% to
50%) recovery in the event of a payment default.

"Although ARI has been steadily expanding its more stable and
higher margin repair and service business, the company's operating
performance remains vulnerable to industry cycles in the original-
equipment market, resulting in volatile revenues, profits, and
cash flows," said Standard & Poor's credit analyst Gregoire Buet.

Demand for new freight railcars has been depressed since mid-2008,
although a significant backlog entering the downturn supported
ARI's operating performance through most of 2009.

ARI reduced production capacity, and its relatively flexible cost
base helped partially mitigate the effect of lower production
volumes.  Still, the backlog has now eroded, and, despite signs of
an uptick in new orders in first-quarter 2010, S&P expects
manufacturing operations revenues and profits will be very weak
this year.

Also, overcapacity in the industry will likely continue to
pressure railcar prices possibly into 2011, until demand
strengthens.

"Under these conditions, S&P is concerned about the company's
ability to remain profitable this year and expect operating
margins could remain weak in 2011," Mr. Buet added.  "While S&P
expects capital spending requirements to be significantly lower in
2010 than in recent years, combined with weak earnings, these
could lead to sizable negative free operating cash flows."

The ratings on ARI reflects the company's weak business profile,
characterized by the highly cyclical and competitive nature of the
railcar manufacturing industry, ARI's limited product and customer
diversity, and its currently depressed profitability.  The ratings
also reflect the company's aggressive financial profile, marked by
significant funded debt and weak free cash flow generation.

Mitigating factors include ARI's well-established market position
and its ample liquidity.

The railcar industry consists of a small number of manufacturers
operating in a highly cyclical environment.  ARI principally
designs and manufactures covered hopper and tank cars, two
segments in which it holds good market shares, behind industry
leaders Trinity Industries Inc. and Union Tank Car Co. The company
also manufactures railcar components and provides repair,
refurbishment, and fleet management services.

ARI is a public company, but Carl Icahn is the majority
shareholder.


AMERICAN SAFETY: Receives Refinancing Proposal From Lenders
-----------------------------------------------------------
American Safety Razor Company, LLC, said last week it has received
a refinancing proposal from a major financial institution working
in conjunction with a large group of its second lien lenders.  The
transaction involves only the Company's U.S. and Puerto Rican
operations; its other non-U.S. operations and entities are not
borrowers under the debt that is being refinanced.

The Company said that both its wet shaving and industrial
businesses are performing well in 2010 despite challenging
economic conditions.  "We're continuing to invest in innovations
and new products to grow both our consumer wet shaving and
industrial blades businesses," commented Andrew Bolt, Chief
Financial Officer and Executive Vice President.  The Company is
currently making its largest investment ever to develop and launch
its next generation shaving technology in early 2011.

The Company said that its lenders have extended covenant waiver
agreements that would allow the Company to pursue the refinancing.
The Company is also reviewing a backup proposal from its first
lien lenders should the second lien proposal not be consummated.
Both alternatives would have no operational impact on the Company
or its stakeholders.

"We are very encouraged by the quality of these proposals and
general direction of these discussions.  We are fortunate that our
lenders have the sophistication and resources to support the
Company and its future," said Mr. Bolt.  "We, along with our
lenders, are particularly focused on ensuring that this process
will have little or no impact on our employees, customers and
trade suppliers. A key part of any deal would be that our employee
and trade supplier obligations would be satisfied in full, and
that we continue to deliver the high quality product and service
our customers expect from us," continued Mr. Bolt.  The Company
said that it is and will continue to remain current with its trade
suppliers, and has more than adequate cash reserves of over
$30 million to fund ongoing operations.

                 About American Safety Razor

American Safety Razor, which also does business as Personna
American Safety Razor, is a leading maker of shaving razors and
blades. Its value-priced products are sold through mass
merchandisers, drug stores and supermarkets under retailer names
as well as under ASR's brands (including Magnum, X5, Matrix3,
Mystique, and Personna). In addition to shaving products, ASR
manufactures and distributes blades and bladed hand tools for a
variety of industrial uses and specialty industrial and medical
blades. The Company has roots going back to 1875.


AMR CORP: Says Retirees & Employees Data Compromised
----------------------------------------------------
AMR Corporation on Friday sent letters to potentially affected
retirees, former employees, and a limited number of current
employees about a compromise of certain personal information.  The
data, which had been kept by AMR's pension department, spans a
time period from 1960 through 1995, and consists of images of
historical microfilm files for approximately 79,000 retirees,
former employees, and a limited number of current employees. No
customer data was compromised.

AMR officials discovered and reported the theft of a hard drive at
AMR headquarters in Fort Worth, Texas, on June 4, 2010. The drive
contained images of historical microfilm files, which included
names, addresses, dates of birth, Social Security numbers, and
possibly other personal information, as well as a limited amount
of bank account information. For some affected individuals, health
insurance information (primarily enrollment forms, but also some
coverage-related care, treatment, and other administrative
materials) may also have been included.

AMR does not believe the health and welfare information contained
on the drive is subject to the Health Insurance Portability and
Accountability Act of 1996, considering the age of the files and
other factors. However, AMR is committed to HIPAA compliance, and
will continue to take measures to secure the confidentiality of
all health and welfare information that it maintains.

AMR has issued letters to retirees and employees whose files were
affected, notifying them of the steps AMR has taken to correct the
issue and what cautionary steps individuals may wish to take,
including a one-year credit monitoring service offered at no cost
by AMR. AMR also believes some of the employee files also
contained limited information concerning beneficiaries,
dependents, and other employees during the 1960-1995 timeframe.

AMR has already implemented additional protective measures because
of this incident, including additional physical security, access
control, and computer system vulnerability assessments. The
internal investigation is ongoing.

                       About AMR Corporation

Headquartered in Forth Worth, Texas, AMR Corporation (NYSE:
AMR) operates with its principal subsidiary, American Airlines
Inc. -- http://www.aa.com/-- a worldwide scheduled passenger
airline.  At the end of 2006, American provided scheduled jet
service to about 150 destinations throughout North America, the
Caribbean, Latin America, including Brazil, Europe and Asia.
American is also a scheduled airfreight carrier, providing
freight and mail services to shippers throughout its system.

Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two
regional airlines, American Eagle Airlines Inc. and Executive
Airlines Inc., and does business as "American Eagle."  American
Beacon Advisors Inc., a wholly owned subsidiary of AMR, is
responsible for the investment and oversight of assets of AMR's
U.S. employee benefit plans, as well as AMR's short-term
investments.

At March 31, 2010, the Company had total assets of $25.525 billion
against total current liabilities of $8.241 billion, long-term
debt, less current maturities of $9.861 billion, obligations under
capital leases, less current obligations of $559 million, pension
and postretirement benefits of $7.531 billion, and other
liabilities, deferred gains and deferred credits of
$3.225 billion, resulting in stockholder's deficit of
$3.892 billion.

                           *     *     *

AMR carries a 'CCC' issuer default rating from Fitch Ratings.  It
has 'Caa1' corporate family and probability of default ratings
from Moody's.  It has 'B-' corporate credit rating, on watch
negative, from Standard & Poor's.


ANTOINE WALKER: Pleads Not Guilty to Criminal Charges
-----------------------------------------------------
Eric Morath at Dow Jones Daily Bankruptcy Review, citing The
Associated Press, reports that former NBA All-Star Antoine Walker
pleaded not guilty Wednesday in a Las Vegas court to criminal
charges alleging that he failed to repay almost $1 million in
gambling debts to three casinos.

He appeared in court on June 14 for his arraignment hearing on
failing to repay $900,000 in gambling debts.  Amounts owed to
casinos were among Mr. Walker's largest debts on his Chapter 7
bankruptcy petition.

A trial is now set for Nov. 22.  Mr. Walker's attorney told the AP
that he is negotiating a deal that will allow Walker to avoid jail
time.  The three-time All-Star could face up to a 12-year sentence
if convicted.

                      About Antoine Walker

Former NBA star Antoine Walker filed for Chapter 7 bankruptcy in
Miami, Florida, on May 18, 2010, listing four pieces of real
estate including a $2 million plus Miami home that is underwater
with a mortgage of over $3 million and some other properties in
Chicago.  Mr. Walker sought bankruptcy protection after facing a
$2.3 million foreclosure lawsuit on his mother's mansion in Tinley
Park's Tony Odyssey Club.

The foreclosure lawsuit for the Tinley Park home was filed by
Northern Trust five days before the bankruptcy in Cook County.  It
alleges that Mr. Walker has not paid the mortgage on the home in
at least three months.

Mr. Walker, who played professional basketball for the Miami Heat
and the Boston Celtics, listed assets of $4.2 million and
$12.7 million in liabilities.  Mr. Walker owes about $70,000 in
back property taxes on the home.


ARROW AIR: Files Third Ch. 11 Petition, Now Liquidating
-------------------------------------------------------
Arrow Air Inc. is in Chapter 11 for the third time.

Arrow Air's third bankruptcy filing commenced on June 30, in
Miami, Florida (Bankr. S.D. Fla. Case No. 10-28831).

Arrow first filed under Chapter 11 in September 2000, emerging
with a confirmed plan in May 2002.  It filed again in January 2004
and won confirmation of a plan in June that year.  This time,
Arrow Air intends to liquidate, according to Bill Rochelle at
Bloomberg News.

Arrow Air Inc. is the largest cargo airline in Miami.  Also known
as Arrow Cargo, it was operating 60 flights a week with four
leased DC-10-30 and three leased B757-200 aircraft. The petition
says the assets are worth less than $50 million while debt exceeds
$100 million.

According to the Bloomberg report, Arrow was unsuccessful in
finding a buyer despite having received six letters of intent.  It
halted operation on June 29.  Arrow intends to liquidate while in
Chapter 11 and to operate charter flights when possible.

Bloomberg reports a court paper says Arrow intends to file a
Chapter 11 plan "relatively soon."

Arrow was acquired in June 2008 by a fund affiliated with
MatlinPatterson Global Advisors.  Arrow owes MatlinPatterson
funds $72 million on term loans.  The principal amount of the
secured term loan is $58.5 million and the unsecured loan is
$7.8 million.


BASHAS' INC: Tosses Out Plan That Would Pay Off $260MM in Debt
--------------------------------------------------------------
Max Jarman at The Arizona Republic reports that Bashas' Inc. said
it has abandoned a plan to pay off some $260 million in debts in
one fell swoop and is now offering creditors installments with a
balloon payoff after three years.  The Company said the
$250 million refinancing package it had been pursuing fell apart
after the stock market tanked late last month and credit terms
tightened.

According to the report, the payment schedule is central to a
reorganization plan Bashas' hopes to have approved by the U.S.
Bankruptcy Court in Phoenix by the end of next month. A hearing
has been scheduled for July 22.  If approved, the plan would
establish the framework for Bashas' to emerge from bankruptcy as a
smaller, but profitable going concern.

                         About Bashas' Inc.

Bashas' Inc. is a 77-year-old grocery chain that owns 158 retail
stores located throughout Arizona.  It is doing business as
National Grocery, Bashas Food, Bashas' United Drug, Food City,
Eddie's Country Store, A,.J. Fine Foods, Western Produce, Bashas'
Distribution Center, Sportsman's, and Bashas' Dine.

The Company and its affiliates filed for Chapter 11 bankruptcy
protection on July 12, 2009 (Bankr. D. Ariz. Case No. 09-16050).
Frederick J. Petersen, Esq., at Mesch, Clark & Rothschild, P.C.,
assists the Debtors in their restructuring efforts.  Michael W.
Carmel, Ltd., is the Debtors' co-counsel.  Deloitte Financial
Advisory LLP serves as financial advisors.  Epiq Bankruptcy
Solutions, LLC, serves as claims and notice agent.  In its
bankruptcy petition, Bashas' listed $100 million to $500 million
each in assets and debts.


BLOCKBUSTER INC: Fitch to Give 'RD' If No Payment by Aug. 13
------------------------------------------------------------
The announcement that Blockbuster Inc. has entered into a
Forbearance Agreement with certain of its senior secured
noteholders does not impact Fitch's current ratings on the
company.  However, the ratings are expected to be downgraded to
'Restricted Default' or 'Default' unless the payment default is
cured by Aug. 13, 2010.

On July 1, 2010, Blockbuster announced that it has entered into a
Forbearance Agreement with holders of approximately 70% of the
outstanding principal amount of the $675 million 11.75% senior
secured notes due 2014.  Based on the terms of the Forbearance
Agreement, the forbearing holders agreed to not take any action to
enforce certain of their rights or remedies under the indenture
with respect to the company's failure on July 1, 2010, to make the
amortization and interest payments.  The forbearance agreement is
effective until the earliest of i) Aug. 13, 2010, ii) the
occurrence or existence of any default or event of default other
than the Amortization Payment Default or Interest Payment Default
and iii) the occurrence of certain other events described in the
forbearance agreement, such as the payment of any amounts,
including any fees, principal or interest under or in connection
with the senior subordinated notes.

If the default forbearance period expires with the payment default
uncured or if there is an extension of forbearance periods, Fitch
will downgrade Blockbuster's Issuer Default Rating to 'RD' from
'C'.  Similarly, if an agreement is reached with the noteholders
in terms of a coercive debt exchange, Fitch will downgrade the IDR
of Blockbuster to 'RD' from 'C' and will subsequently assign a new
IDR based on the company's credit profile and its modified capital
structure.  If the company enters into bankruptcy filings or other
similar procedure, Blockbuster's IDR will be downgraded to 'D'
from 'C'.

Fitch's ratings on Blockbuster are:

  -- Long-term IDR 'C';
  -- $675 million senior secured notes 'CC/RR3';
  -- $300 million senior subordinated notes 'C/RR6'.


BLOCKBUSTER INC: Cut by Moody's to 'Ca/LD' After Non-Payment
------------------------------------------------------------
Moody's Investors Service lowered Blockbuster Inc.'s Probability
of Default Rating to Ca/LD from Caa3 and Corporate Family Rating
to Ca from Caa3.  The rating outlook is stable.

The downgrade is prompted by Blockbuster failing to pay its
scheduled interest and amortization payments due under its senior
secured notes.  Blockbuster has signed a forbearance agreement
with about 70% of the note holders where the note holders agreed
not to exercise certain rights and remedies they have in the
indenture as a result of these missed payments.  The forbearance
agreement expires on August 13, 2010.  However, since the missed
amortization payment is an immediate default with no grace period
under the indenture, Moody's views this as a limited default.
This is a limited as it is only under the senior secured notes as
the missed interest and amortization payments do not trigger a
cross default under the subordinated notes as they fall within the
basket contained in the subordinated notes indenture which allows
for up to $50 million of missed debt payments.

In addition, the downgrade to Ca reflects Moody's belief that
another default or limited default is highly likely as the
forbearance agreement does not fix Blockbuster's capital structure
issues, it merely provides the company with additional time to
negotiate a restructuring with its debt holders.

These ratings are lowered:

* Corporate Family Rating to Ca from Caa3;

* Probability of Default Rating to Ca/LD from Caa3;

* Senior secured notes to Caa1 (LGD 2, 19%) from B3 (LGD 2, 19%);

* Senior subordinated notes to C (LGD 5, 79%) from Ca (LGD 5,
  79%);

* Speculative grade liquidity rating to SGL-4 from SGL-3.

The Speculative Grade Liquidity Rating of SGL-4 represents weak
liquidity.  Moody's views Blockbuster's liquidity as being weak
given its continued decline in excess cash balances.  Since
Blockbuster doesn't have any external liquidity, it is heavily
reliant on its excess cash balances to fund itself.  Moody's notes
that Blockbuster currently has the ability to make the missed
interest and amortization payment -- but Moody's believe chose not
to as a negotiation tactic.

The last rating action on Blockbuster was on March 2, 2010, when
its Corporate Family Rating was downgraded to Caa3 from Caa1.

Blockbuster Inc. is a leading global provider of in-home movie and
game entertainment through several channels including; its store
base, website, digital download, and vending kiosks.
Blockbuster's approximately 6,500 stores are located throughout
the United States, its territories, and 19 other countries.
Annual revenues are about $4.1 billion.


BLOCKBUSTER INC: S&P Downgrades Corporate Rating to 'SD'
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Blockbuster to 'SD' from 'CC'.  At the same time, S&P
lowered its ratings on the company's $675 million 11.75% senior
secured notes due Oct. 1, 2014, to 'D' from 'CC'.  The recovery
rating on the senior secured debt remains '3', indicating S&P's
expectation for meaningful (50%-70%) recovery for note holders.

S&P affirm the 'C' subordinated debt rating and the recovery
rating for these notes remains '6', indicating S&P's expectation
for negligible (0%-10%) recovery for unsecured note holders.

The downgrade follows Blockbuster's announcement that the company
did not make the $42.4 million of payments ($23.9 million
amortization payment, including a 6% redemption premium, and an
$18.5 million interest payment) due on July 1, 2010, on the senior
secured notes.  Also, on July 1, 2010, the company entered into a
forbearance agreement with approximately 70% of the senior secured
note holders.  The forbearance agreement terminates on Aug. 13,
2010.  It is unclear whether the company will make these payments
in the future, given that Blockbuster stated in its press release
and Form 8-K filing that not making the payments and entering into
the forbearance agreement were in the best interest of company and
its stakeholders, as it continues its ongoing exploration of
recapitalization opportunities and transformation of Blockbuster.
In addition, it is unclear whether the company will be able to
meet its obligations on its $300 million of 9% senior subordinated
notes due Sept. 1, 2012.


BP PLC: Has Standby Loan Pledges for Up to $9 Billion
-----------------------------------------------------
Dow Jones Newswires' Carol Dean reports that a person familiar
with the situation said Monday BP PLC has increased its standby
loan to up to around $9 billion as more banks join the group of
lenders supporting the company against possible claims related to
the oil spill in the Gulf of Mexico.  The source said the standby
loans provide BP with immediate access to liquidity to deal with
the cost of the oil spill and meet its liabilities while BP
considers longer-term funding options.

The source told Dow Jones around eight or nine banks have agreed
to lend around $1 billion each to BP on a bilateral basis.  The
source said the bank lenders likely include Barclays PLC, BNP
Paribas SA, Citigroup Inc., Banco Santander SA, HSBC Holdings PLC,
Royal Bank of Canada, Royal Bank of Scotland Group PLC and Societe
Generale SA.

The loans have a one-year maturity with a one-year extension
option.

As reported by the Troubled Company Reporter on June 17, 2010, BP
reached an agreement with the Obama administration to allocate $20
billion to cover Gulf of Mexico oil spill claims.  Liabilities
aren't capped at $20 billion.

The TCR on July 2 said experts looking at a hypothetical
bankruptcy filing by BP 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.

The Houston Chronicle's Tom Fowler said early last month that BP
had dismissed talk that it might seek Chapter 11 bankruptcy
protection in the face of falling stock prices and threats from
government officials to force the oil giant to pay more in costs
related to the massive Gulf of Mexico oil spill.  "We
categorically deny that we have taken advice on Chapter 11
proceedings," a company spokesman told the Chronicle, according to
Mr. Fowler.

                           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%.


CAPMARK FIN'L: Court OKs Sale of Georgetown Park Loan for $59.1MM
-----------------------------------------------------------------
Peg Brickley at Dow Jones Daily Bankruptcy Review reports that
Angelo Gordon & Co. won court approval to buy Capmark Financial
Group Inc.'s Georgetown Park Loan.  The loan is secured by an
upscale Washington, D.C. shopping mall for $59.1 million.

Dow Jones says the price was $6 million more than the starting
price at an auction.  Judge Christopher Sontchi signed off on the
sale at a hearing last Tuesday in the U.S. Bankruptcy Court in
Wilmington, Del.  The deal is expected to close this week.

At the auction, Anthony Lanier's EastBanc Inc. backed a failed
bidder, JBG Co., a private-equity real-estate investor.  Judge
Sontchi rebuffed a bid to reopen the auction to let JBG take
another shot at buying the mall.

Dow Jones notes that a legal tug of war over the mall securing the
loan has raged for years between developers Anthony Lanier and
Herbert Miller.  Mr. Lanier says he was unfairly deprived of his
right to buy the mall by Mr. Miller, who owns part of the company
that owns the mall.

Dow Jones relates that as part of its arrangements with Angelo
Gordon, Mr. Miller agreed to extinguish $19 million worth of
claims filed in Capmark's bankruptcy case.

The TRECAP challenged the move, saying Mr. Miller has no right to
do so, without their consent.  The claims grew out of accusations
that lender Capmark had breached its agreement with the mall
owner, Georgetown Park Partners.

Tuesday evening, mall owner Georgetown Park Partners filed a
notice that its claims against Capmark were withdrawn.

Dow Jones also reports TRECAP urged Judge Sontchi to reject the
sale on the grounds Angelo Gordon won't be able to close the deal
because it can't deliver on its promise to wipe out the Georgetown
Park Partners claims.

Capmark attorney Michael Kessler, Esq., at Dewey & LeBoeuf
countered that Capmark has a contract with Angelo Gordon, and a
$10 million deposit to make sure the buyer goes through with the
loan sale.

Tuesday evening, mall owner Georgetown Park Partners filed a
notice that its claims against Capmark were withdrawn.

                       About Capmark Financial

Based in Horsham, Pennsylvania, Capmark Financial Group Inc. --
http://www.capmark.com/-- is a diversified company that provides
a broad range of financial services to investors in commercial
real estate-related assets.  Capmark has three core businesses:
lending and mortgage banking, investments and funds management,
and servicing.  Capmark operates in North America, Europe and
Asia.  Capmark has 1,000 employees located in 37 offices
worldwide.

On October 25, 2009, Capmark Financial Group Inc. and certain of
its subsidiaries filed voluntary petitions for relief under
Chapter 11 (Bankr. D. Del. Case No. 09-13684)

Capmark's financial advisors are Lazard Freres & Co. LLC and
Loughlin Meghji + Company. Capmark's bankruptcy counsel is Dewey &
LeBoeuf LLP.  Richards, Layton & Finger, P.A., serves as local
counsel.  Beekman Advisors, Inc., is serving as strategic advisor.
KPMG LLP is tax and accounting advisor.  Epiq Bankruptcy
Solutions, LLC, is the claims and notice agent.

Capmark has total assets of US$20 billion against total debts of
US$21 billion as of June 30, 2009.

Since filing in Chapter 11, Capmark completed three sales to
generate more than $1 billion cash. Berkshire Hathaway Inc. and
Leucadia National Corp. bought most of the business for
$468 million.

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


CAPMARK FIN'L: Opposes Committee Probe on $1.5-Bil. Loans
---------------------------------------------------------
The Official Committee of Unsecured Creditors for Capmark
Financial Inc. seeks permission from Judge Christopher S. Sontchi
of the U.S. Bankruptcy Court for the District of Delaware to
conduct investigation of a $1.5 billion loan Capmark Financial
Group, Inc. and its debtor affiliates obtained in May 2009.

The Committee seeks to conduct an examination pursuant to Rule
2004 of the Federal Rules of Bankruptcy Procedure in a form of
document production concerning the Secured Credit Facility and
depositions of the Debtors.

In May 2009, the Debtors entered into the $1.5 billion Secured
Credit Facility wherein Citigroup Global Markets Inc. and J.P.
Morgan Securities Inc. served as Joint Lead Arrangers and
Bookrunners.

Representing the Committee, Jamie L. Edmonson, Esq., at Bayard,
P.A., in Wilmington, Delaware -- jedmonson@bayardlaw.com --
asserts that the loan, which merely delayed the inevitable
bankruptcy filing, did nothing to enhance the Debtors' financial
condition, provided the Debtors no new liquidity, and burdened
the Debtors' balance sheet with $1.5 billion of secured debt that
would be nearly impossible to restructure inside or outside of
bankruptcy.

"The bona-fides of such 'security interest' is one of the most
significant issues in these chapter 11 cases," Ms. Edmonson tells
the Court.  "Here, where the Debtors and certain of their
advisors participated in the Secured Credit Facility transaction
just over a year ago, and members of the board appear to be
affiliated with entities in the lending group, the existence of
potential conflicts only enhances the need for the Requested
Discovery," Mr. Edmonson asserts.

The Committee maintains that it has asked the Debtors for access
to information relating to the Secured Credit Facility but
majority of its requests have been denied.

Ms. Edmonson avers that the discovery is necessary for the
Committee to fulfill its statutory mandate with respect to:

   -- investigating the Secured Debt for plan discussion
      purposes;

   -- identifying and assessing the merits of potentially
      valuable Estate claims; and

   -- analyzing Citicorp's Claim.

Citicorp North America, Inc., as administrative agent, filed
Claim No. 601 in connection with the Secured Debt.  Citicorp
asserts claims for:(i) principal in the amount of $1.5 billion as
of the Petition Date, as reduced from time to time by payments
made pursuant to the Cash Collateral Order; (ii) interest in the
amount of $5 million as of the Petition Date; (iii) fees and
expenses in a to-be-determined amount; (iv) amounts pursuant to
the Cash Collateral Order in the event adequate protection
provided is insufficient to compensate for diminution in value of
the Lenders' interests in the Collateral; and  (v) an
unliquidated amount for breach of representations under the
Secured Credit Facility Agreement and Security Agreement to the
extent any party asserts any obligations under the Agreements
should be avoided, reduced, or disallowed.

According to the Committee, it has requested similar discovery
from Citibank N.A. and Citicorp North America, Inc., which the
Agents have agreed to provide.

        Committee Has Sufficient Documents, Debtors Say

The Debtors ask the Court to deny the Motion or, in the
alternative, enter an order entitling the Committee to receive
only that discovery that the Debtors have reasonably offered to
provide.

Contrary to the Committee's contention, the Debtors aver that the
Committee has been receiving information about the Secured Credit
Facility from soon after its formation.  Indeed, the Debtors
note, they have provided the Committee or its advisors with
virtually unfettered access to over 11,000 documents, data files,
and presentations, and have responded to its over 40 distinct
information requests.

The Debtors relate that they have handed over, among other
things:

  * Corporate policy documents;

  * Documents and other information pertaining to intercompany
    loan balances, including copies of certain promissory notes
    and details on borrowings;

  * Liquidity reports;

  * Reports on certain of Capmark's borrowings under its various
    financing facilities, including Secured Credit Facility;

  * Reports on the pledged pool of loans comprising of
    collateral for the Secured Credit Facility;

  * Detailed information on the pledged loans, like credit
    memos, asset summaries, appraisals, et; and

  * Support for the projections presented in the 2009 and 2010
    budgets including (i) financial projections, (ii) income
    statements, (iii) balance sheets and statements of cash
    flows, as well as (iv) detailed assumptions and calculations
    on both a business segment and consolidated basis.

The Debtors maintain that they have also shared with the
Committee a 24-page, fully cited Fact Memorandum, setting forth
the very facts the Committee now says it needs to recover.

"The information already provided by the Debtors to the Committee
has allowed it to be a fully informed, active participant in
these cases and the plan negotiation process, including
negotiations regarding any potential settlement with the Debtors'
secured creditors," says Jason M. Madron, Esq., at Richards,
Layton & Finger, P.A., in Wilmington, Delaware -- madron@rlf.com

Mr. Madron asserts that none of the stated Committee's goals
establishes good cause necessary for the fishing expedition it
seeks to embark under the Rule 2004 because:

  (1) the Committee's robust participation in the Debtors'
      Chapter 11 cases and in the plan process evidences the
      fact that it is already in possession of sufficient
      information to participate meaningfully in plan and plan
      discussions;

  (2) the Debtors have not abdicated their right to pursue
      avoidance actions on behalf of the estates;

  (3) the Committee is ultimately familiar with the Debtors and
      their estates;

  (4) the Committee has no good cause to seek discovery from the
      Debtors that it can just as easily acquire from agents
      or its own constituents; and

  (5) the Committee has not established that any benefit in
      obtaining the volumes of requested information is
      outweighed by the substantial burden upon the Debtors to
      comply with the Committee's overbroad, oppressive, and
      duplicative discovery requests.

In support of the Debtors' objection, Karen B. Garza, director of
Loughlin Meghji + Company, financial advisor to the Debtors,
submitted to the Court:

  * A list of major presentations and information request
    responses to the Committee or its advisors.  The List is
    available for free at:

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

  * A list of data provided to the Committee or its advisors as
    a supplement to the information contained in the Debtors'
    data room.  The list is available for free at:

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

In a separate declaration, Arielle Kane, Esq., at Dewey & LeBoeuf
LLP, filed a declaration in support of the Debtors' objection.

             Unsecured Bank Group Backs Discovery

The Ad Hoc Group of Holders of Capmark's Unsecured Bank Debt
supports the Committee's request for discovery.

The current members of the Ad Hoc Unsecured Bank Group are:

  (a) Anchorage Capital Master Offshore Ltd.;
  (b) Apollo Capital Management L.P.;
  (c) King Street Capital Management, L.P.;
  (d) Marathon Asset Management, LP;
  (e) OZ Special Master Fund, Ltd.;
  (f) Paulson & Co. Inc.; and
  (g) Strategic Value Partners, LLC.

The Ad Hoc Unsecured Bank Group holds claims against the Debtors
under a Credit Agreement dated as of March 23, 2006.

Gregory T. Donilon, Esq., at Morris, Nichols, Arsht & Tunnel LLP,
in Wilmington, Delaware -- gdonilon@mnat.com -- attorney for the
Ad Hoc Unsecured Bank Group, maintains that a key element of any
confirmable chapter 11 plan in the Debtors' cases will be the
resolution of any potential claims against the Agent with respect
to the liens granted under the Secured Credit Facility.

According to Mr. Donilon, the Ad Hoc Unsecured Bank Group has met
with each of the Debtors and the Committee to discuss and analyze
potential resolutions to those claims that could be incorporated
in a confirmable plan of reorganization.

"In light of the fact that no discovery has taken place regarding
the factual basis for such claims, the discovery requested by the
Rule 2004 Motion will provide unsecured creditors, including the
Ad Hoc Unsecured Bank Group, necessary information that can be
used to make an informed decision as to the metrics of any
proposed resolution of such claims," Mr. Donilon asserts.

                    Deutsche Bank's Statement

Although Deutsche Bank Trust Company Americas does not join in or
support the Committee's 2004 Motion, Deutsche Bank asks the Court
that it be provided with all informal discovery related to its
claims against the Debtors provided to the Committee and that, if
Rule 2004 discovery is ordered, it be provided with copies of any
documents produced and that it be provided reasonable advance
notice of, and be allowed to participate in, any examinations.

DBTCA does not support the 2004 Motion.  DBTCA asserts that
despite its right to discovery pursuant to Rule 2004 of the
Federal Rules of Bankruptcy Procedure, it has not sought it up to
this point in time.  DBTCA says it fully understands the Debtors'
points that much of the discovery sought by the Committee may be
pre-mature and that the requests are overbroad.  However, DBTCA
notes, until reading the Debtors' objection, it had not been
aware that the Debtors were providing the Committee, on an
informal basis, with information directly bearing on DBTCA.

Although DBTCA does not support the 2004 Motion, it asserts that
it is entitled to discovery of the information already provided
to the Committee and to participate in any other informal
discovery and in any formal discovery the Bankruptcy Court may
order in the event the Court does not sustain the Debtors'
objections to the 2004 Motion.

           Committee and Citibank, et al., Stipulate

The Official Committee of Unsecured Creditors and Citibank, N.A.,
as the administrative agent under the Debtors' prepetition
unsecured credit facility and the collateral agent under the
Debtors' prepetition secured facility, and Citicorp North
America, Inc., as administrative agent under both the Debtors'
prepetition bridge loan and the Secured Credit Facility have
discussed and entered into a stipulation in connection with the
production of documents and witnesses.

The Stipulation provides, among other things, that:

  (a) Citibank and Citicorp will produce to counsel to the
      Committee all non-privileged documents responsive to the
      document requests on a rolling basis as soon as reasonably
      practicable, but with an initial production by no later
      than July 23, 2010;

  (b) If Citibank and Citicorp excluded from production any
      documents or communications on the basis of an asserted
      privilege, they will deliver a privilege log to counsel
      for the Committee.

  (c) The Committee is permitted to serve deposition notices for
      a reasonable number of depositions of persons, and
      Citibank and Citicorp will make those persons available on
      dates reasonably agreed by the parties.

  (d) Citibank and Citicorp reserve their right to object to any
      or all of the Document Requests on the grounds that those
      Document Requests impose obligations beyond those set
      forth in the Federal Rules of Bankruptcy Procedure, are
      duplicative of other requests, are overly broad or unduly
      burdensome, are vague or ambiguous, or are not reasonably
      calculated to lead to the discovery of admissible evidence
      on any issue that might reasonably be or become pertinent
      in the Debtors' case.

  (e) If the Committee and the Producing Parties are unable to
      consensually resolve any issues, the Committee may seek
      further Court order compelling production of (i) documents
      pursuant to the Document Requests, or (ii) witnesses in
      accordance with the Deposition Notices.

A status conference will be held on August 16, 2010.

                       About Capmark Financial

Based in Horsham, Pennsylvania, Capmark Financial Group Inc. --
http://www.capmark.com/-- is a diversified company that provides
a broad range of financial services to investors in commercial
real estate-related assets.  Capmark has three core businesses:
lending and mortgage banking, investments and funds management,
and servicing.  Capmark operates in North America, Europe and
Asia.  Capmark has 1,000 employees located in 37 offices
worldwide.

On October 25, 2009, Capmark Financial Group Inc. and certain of
its subsidiaries filed voluntary petitions for relief under
Chapter 11 (Bankr. D. Del. Case No. 09-13684)

Capmark's financial advisors are Lazard Freres & Co. LLC and
Loughlin Meghji + Company. Capmark's bankruptcy counsel is Dewey &
LeBoeuf LLP.  Richards, Layton & Finger, P.A., serves as local
counsel.  Beekman Advisors, Inc., is serving as strategic advisor.
KPMG LLP is tax and accounting advisor.  Epiq Bankruptcy
Solutions, LLC, is the claims and notice agent.

Capmark has total assets of US$20 billion against total debts of
US$21 billion as of June 30, 2009.

Since filing in Chapter 11, Capmark completed three sales to
generate more than $1 billion cash. Berkshire Hathaway Inc. and
Leucadia National Corp. bought most of the business for
$468 million.

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


CAPMARK FIN'L: Has OK to Use Cash Collateral Until January
----------------------------------------------------------
Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware authorized Capmark Financial Group Inc. and
its debtor affiliates to use up to $35 million of Cash Collateral
through January 31, 2011.

Prior to the entry of the Court's order, the Debtors certified to
the Court that no objection was filed as to the Motion.

As reported by the TCR on June 14, Capmark entered into a
stipulation with Morgan Stanley & Co. Incorporated increasing the
amount of cash collateral the Debtors are permitted to use to a
maximum of $35 million through January 31, 2011.

The U.S. Bankruptcy Court for the District of Delaware entered a
final order on March 19, 2010, approving a stipulation authorizing
the Debtors to use up to $10 million of cash collateral.  The
Original Order also provided Morgan Stanley adequate protection
pursuant to Section 363(e) of the Bankruptcy Code for claims
arising from the use of Cash Collateral, including, without
limitation, the creation and perfection of the pledge of
the loan receivables relating to each Property Saving Loan and
True-Up Excess Contribution Payment funded pursuant to the terms
of the Stipulation.

On May 4, 2010, the Court approved an amended deal increasing the
amount of Cash Collateral the Debtors are permitted to use to
$20 million.  Pursuant to the Supplemental Order, the Debtors'
authority to use Cash Collateral will terminate on June 30, 2010.

The Debtors and Morgan Stanley anticipate that further Property
Saving Loans True-Up Excess Contribution Payments may become due
and owing after June 30, 2010.

The Debtors maintain that if these further loans and payments
become due in the second half of 2010, the amounts to be funded
pursuant to the Stipulation could potentially exceed the current
$20 million cap on the aggregate basis, when combined with the
amounts of Cash Collateral already expected to be utilized
through June 30, 2010.

                       About Capmark Financial

Based in Horsham, Pennsylvania, Capmark Financial Group Inc. --
http://www.capmark.com/-- is a diversified company that provides
a broad range of financial services to investors in commercial
real estate-related assets.  Capmark has three core businesses:
lending and mortgage banking, investments and funds management,
and servicing.  Capmark operates in North America, Europe and
Asia.  Capmark has 1,000 employees located in 37 offices
worldwide.

On October 25, 2009, Capmark Financial Group Inc. and certain of
its subsidiaries filed voluntary petitions for relief under
Chapter 11 (Bankr. D. Del. Case No. 09-13684)

Capmark's financial advisors are Lazard Freres & Co. LLC and
Loughlin Meghji + Company. Capmark's bankruptcy counsel is Dewey &
LeBoeuf LLP.  Richards, Layton & Finger, P.A., serves as local
counsel.  Beekman Advisors, Inc., is serving as strategic advisor.
KPMG LLP is tax and accounting advisor.  Epiq Bankruptcy
Solutions, LLC, is the claims and notice agent.

Capmark has total assets of US$20 billion against total debts of
US$21 billion as of June 30, 2009.

Since filing in Chapter 11, Capmark completed three sales to
generate more than $1 billion cash. Berkshire Hathaway Inc. and
Leucadia National Corp. bought most of the business for
$468 million.

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


CAPMARK FIN'L: Proposes to Sell Shares in Capmark Securities
------------------------------------------------------------
Capmark Financial Inc. and its units ask the U.S. Bankruptcy Court
to approve a private sale to MountainView Capital Holdings, LCC of
all the issued and outstanding shares that Debtor Capmark Capital
Inc. holds in Capmark Securities Inc.

In the alternative, if the Court declines to approve the Private
Sale, the Debtors seek entry of an order:

  (i) scheduling an auction on August 13, 2010, at 10:00 a.m.;

(ii) approving the bidding procedures for the Sale of the
      Shares;

(iii) approving a break-up fee for the stalking horse bidder as
      protection against a topping bid that represents a higher
      or otherwise better offer;

(iv) scheduling August 16, 2010, at 3:00 p.m. as the date for
      the hearing to approve the Sale of the Shares to the
      winning bidder at the Auction;

  (v) establishing the objection deadline in connection with the
      proposed Sale; and

(vi) approving the proposed form of notice of the Auction and
      the Sale Hearing.

After the sale of the MSB Business to Berkadia, the Debtors had
initially determined it would be in the best interest of their
estates to wind down Capmark Securities' business and bear the
associated shut-down costs.

According to the Debtors, based on their understanding that a
negotiated purchase price for the equity of a broker-dealer that
has been in existence since 1979 would be relatively low, they
did not believe a formal and costly marketing process to sell the
business was warranted.

However, during the week of March 8, 2010, the Debtors received
an unsolicited offer of $100,000 from MountainView, which equals
the market purchase price offered for broker-dealer "shell"
businesses on www.Bdmarket.com -- an online auction Web site
where broker-dealer businesses are regularly advertised and sold.

The interest of MountainView caused the Debtors to reevaluate the
wind-down decision.  Given the continued cost of operating
Capmark Securities, the Debtors have analyzed whether an
expedited sale or wind-down would be the most efficient means to
create value and mitigate ongoing costs.

Based on this analysis, the Debtors determined that an
expeditious sale presents the best option to maximize value of
the Shares rather than a wind-down of Capmark Securities.

However, the Debtors still attempted to obtain a greater value
for the Shares, and after substantial negotiations between the
parties, MountainView increased its offer to $250,000, more than
twice the initial offer.

In late April 2010, after the Debtors had already engaged in
substantial discussions with MountainView, another party,
Cortlandt Capital Holdings Inc. also made an inquiry about
whether the Debtors would sell Capmark Securities.

Thereafter, Cortlandt made an offer in writing to purchase the
Shares for $250,000.

The Debtors carefully considered the two offers with the aid of
their legal and financial advisors, including Loughlin Meghji +
Company.  After consultation with the Official Committee of
Unsecured Creditors, the Debtors determined MountainView's offer
to be the highest or otherwise best available offer for the
Shares.

Among other reasons, the Debtors determined that MountainView's
offer provides the greatest likelihood of successful and
expedient closing because MountainView's offer had fewer
contingencies and two of MountainView's officers were former
officers of Capmark Securities and, therefore, have greater
familiarity with its business operations.

The Debtors believe that a public bidding process for the Shares
would not create more value than a private sale for their
estates, since prospective bidders would need to bid an
unrealistically high amount to overcome the cost involved with a
bidding process.

                   Alternative to Private Sale

The Debtors believe the Court should approve the sale of Shares
as a private sale to MountainView as soon as possible.  However,
in the event the Court declines to enter the Private Sale Order
and requires a public bidding process, the Debtors seek to
implement a competitive auction and bidding process for the Sale
of the Shares pursuant to the Sale Agreement, subject to higher
or better offers.

Any person or entity interested in participating in the Auction
must submit a Qualifying Bid on or before August 11, 2010, at
4:00 p.m. in writing to:

  (1) counsel to the Debtors
      Dewey & LeBoeuf LLP
      1301 Avenue of the Americas
      New York 10019
      Attn: Michael P. Kessler, Esq. and
            Judy G.Z. Liu, Esq.

  (2) Capmark Financial Group Inc.
      116 Welsh Road, Horsham
      Pennsylvania, 19044
      Attn: Thomas L. Fairfield, Esq.

  (3) counsel for MountainView
      Jones Walker
      201 St. Charles Avenue
      New Orleans, Louisiana 70170-5100
      Attn: Patrick Vance; and

  (40 counsel for the Committee
      Kramer Levin Naftalis & Frankel LLP
      Attn: Joshua Brody, Esq.
      1177 Avenue of the Americas
      New York, NY 10036

To participate in the bidding process and be deemed a "Qualifying
Bidder," each potential bidder must submit a "Qualifying Bid" by
the Bid Deadline.  The Sale Agreement is deemed a Qualifying Bid
and MountainView is deemed a Qualifying Bidder.  Otherwise, to
constitute a Qualifying Bid, a bid must, among others:

  (i) be in writing and state that the bidder is prepared to
      enter into a legally binding purchase and sale agreement
      or similar agreement for the acquisition of the Shares on
      aggregate terms and conditions no less favorable to
      Capmark than the terms and conditions contained in the
      Sale Agreement, and with a cash purchase price of no less
      than MountainView's Purchase Price, plus a Break-up Fee,
      plus an additional $25,000;

(ii) provide for a purchase price consisting only of cash;

(iii) provide details of any assumptions about the transaction
      that are key to the purchase price;

(iv) include a mark-up of the Sale Agreement reflecting the
      variations from the Sale Agreement and a clean and
      executed Modified Sale Agreement; and

  (v) provide that the bidder's offer is irrevocable until the
      closing of the purchase of the Shares if that bidder is
      the Successful Bidder or the Back-Up Bidder.

If no timely, conforming Qualifying Bids other than the Sale
Agreement are submitted by the Bid Deadline, the Debtors will not
hold an Auction and, instead, will request at the Sale Hearing
that the Court enter the Private Sale Order approving the Sale
Agreement with MountainView.

In the event the Debtors timely receive one or more Qualifying
Bids other than the Sale Agreement, the Debtors will conduct the
Auction with respect to the Shares.  The Auction will be
conducted at the offices of Dewey & LeBoeuf LLP, in New York on
August 13, 2010, at 10:00 a.m.

A full-text copy of the Sale Agreement is available for free at:

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

                       About Capmark Financial

Based in Horsham, Pennsylvania, Capmark Financial Group Inc. --
http://www.capmark.com/-- is a diversified company that provides
a broad range of financial services to investors in commercial
real estate-related assets.  Capmark has three core businesses:
lending and mortgage banking, investments and funds management,
and servicing.  Capmark operates in North America, Europe and
Asia.  Capmark has 1,000 employees located in 37 offices
worldwide.

On October 25, 2009, Capmark Financial Group Inc. and certain of
its subsidiaries filed voluntary petitions for relief under
Chapter 11 (Bankr. D. Del. Case No. 09-13684)

Capmark's financial advisors are Lazard Freres & Co. LLC and
Loughlin Meghji + Company. Capmark's bankruptcy counsel is Dewey &
LeBoeuf LLP.  Richards, Layton & Finger, P.A., serves as local
counsel.  Beekman Advisors, Inc., is serving as strategic advisor.
KPMG LLP is tax and accounting advisor.  Epiq Bankruptcy
Solutions, LLC, is the claims and notice agent.

Capmark has total assets of US$20 billion against total debts of
US$21 billion as of June 30, 2009.

Since filing in Chapter 11, Capmark completed three sales to
generate more than $1 billion cash. Berkshire Hathaway Inc. and
Leucadia National Corp. bought most of the business for
$468 million.

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


CAPRIUS INC: Marcum LLP Raises Going Concern Doubt
--------------------------------------------------
Caprius, Inc., filed on June 30, 2010, its annual report on Form
10-K for the year ended September 30, 2009.

Marcum LLP, in New York City, expressed substantial doubt about
the Company's ability to continue as a going concern.  The
independent auditors noted that of the Company's working capital
deficiency and substantial recurring losses from operations.

The Company reported a net loss of $2,891,825 on $1,239,865 of
revenue for the year ended September 30, 2009, compared with a net
loss of $5,250,956 on $2,864,229 of revenue for the year ended
September 30, 2008.

The Company's balance sheet at September 30, 2009, showed
$2,080,008 in assets and $4,549,636 of liabilities, for a
stockholders' deficit of $2,469,628.

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

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

Paramus, N.Y.-based Caprius, Inc., is engaged in the infectious
medical waste disposal business, through its wholly-owned
subsidiary M.C.M. Environmental Technologies, Inc., which
developed, markets and sells the SteriMed and SteriMed Junior
compact systems that simultaneously shred and chemically disinfect
regulated medical waste, utilizing its proprietary, EPA
registered, bio-degradable chemical known as Ster-Cid.


CAPTAIN VAN DYKE: Asks for Court's Nod to Use Cash Collateral
-------------------------------------------------------------
Captain Van Dyke Trust seeks authority from the U.S. Bankruptcy
Court for the Middle District of Florida to use cash collateral
securing their obligation to their prepetition lenders.

In May 2006, the Debtor entered into a certain Secured Promissory
Note, Mortgage and Loan and Security Agreement, in the original
principal amount of $28,628,000 in favor of Fremont Investment &
Loan, which Loan documents were acquired June 29, 2007, by iStar
FM Loans LLC.  As of the Petition Date, the Debtor believes that
iStar will contend that it is owed approximately $31,339,831.40
under the Loan Documents.  Pursuant to the Loan Documents, it
appears that the Debtor may have granted to iStar mortgage and
security interests in the Shopping Center lease and rent payments
and proceeds thereof.  The Debtor believes that iStar will assert
(a) that it has perfected liens on the Collateral, and (b) that
its perfected liens generally have priority over all liens against
the Collateral, other than property taxes.

As of the Petition Date, the Debtor had certain funds in various
bank accounts.  Additionally, the Debtor continues to receive
payments from tenants of individual leases of retail space.  The
proceeds generated by the lease or rental of retail space may
constitute the cash collateral of iStar.

Stephen R. Leslie, Esq., at Stichter, Riedel, Blain & Prosser,
P.A., the attorney for the Debtor, explains that the Debtor needs
the money to fund its Chapter 11 case, pay suppliers and other
parties.

In exchange for using the cash collateral, the Debtors propose,
the Debtor proposes a replacement lien on the assets acquired
after the Petition Date equal in extent, validity, and priority to
the security interest in the Debtor's assets that iStar held as of
the Petition Date.  The Debtor proposes that iStar's "floating"
liens on the assets continue to "float" to the same extent and
level of priority as its pre-petition liens on the Collateral.
The Debtor alleges that iStar is also adequately protected by
virtue of an equity cushion.  The Debtor further alleges that all
conditions precedent to the use of Cash Collateral have been
performed or have occurred.

Saint Petersburg, Florida-based Captain Van Dyke Trust, dba Van
Dyke Commons, aka Van Dyke Shopping Center, filed for Chapter 11
bankruptcy protection on June 23, 2010 (Bankr. M.D. Fla. Case No.
10-14973).  Russell M. Blain, Esq., at Stichter, Riedel, Blain &
Prosser, assists the Company in its restructuring effort.  The
Company estimated its assets and debts at $10,000,001 to
$50,000,000.


CAROL KARLOVICH: Asks for Court's Nod to Use Cash Collateral
------------------------------------------------------------
Carol Karlovich seeks authority from the Bankruptcy Court to use
San Diego County Credit Union's cash collateral.

John L. Smaha, Esq., the attorney for the Debtor, explains that
the Debtor needs the money to fund his Chapter 11 case, pay
suppliers and other parties.

SDCCU is the only secured creditor holding an interest in the
Debtor's cash collateral in relation to the operations of the
commercial property in San Marcos, California (the Subject
Property), which is a commercial building comprised of one unit
available for rent.  The property is currently let out to a
furniture store as a local showroom.  The current lease generates
monthly gross rents of approximately $10,937.  This includes
commercial rents and common area maintenance (CAM) fees as set
forth in the Shopping Center Lease.

The Subject Property has approximately $3,443.91 a month in
expenses that are categorized as CAM expenses.  These expenses are
paid out by the Debtor and then reimbursed to the Debtor by the
tenant at the Subject Property.  This amount also includes
miscellaneous expenses of $15 per month for postage costs.  The
current tenant has been present on the property since 1999 and in
past years its rental payments were more than sufficient to cover
the $17,766.63 a month payment that SDCCU is contractually
entitled to.

The Debtor has been unable to pay the contractual amounts due to
SDCCU in seven months.  The poor economy has led to a dramatic
slowdown in the business of the tenant, leading to substantially
reduced rental payments.

The Debtor purchased the Subject Property in 2005 for $4,000,000
and bases the current value estimation on market trends and on the
Debtor's tax bills for the Subject Property.  The current debt on
the Subject Property is the $2,650,000 owed to SDCCU.  Although
the Subject Property appears to be upside down, the Debtor also
points out that the Subject Property does generate a cash flow,
enough to make adequate protection interest payments to SDCCU on a
monthly basis, equating to nearly 5% interest on the fully secured
portion of the claim.  The Debtor strongly believes that the
Subject Property has stabilized at or around $2,000,000 and is
likely to remain at this approximate value, recovering value as
the economy recovers.

The Debtor will deposit the excess moneys into a separate cash
collateral account for the Subject Property, pay net rents to
SDCCU, and shall give SDCCU a replacement lien on all newly
acquired cash proceeds.  The Debtor will reserve the right to seek
the further use of these funds by separate motion, like insider
compensation or to cover payments on any other of Debtor's
properties.

La Jolla, California-based Carol Karlovich filed for Chapter 11
bankruptcy protection on June 22, 2010 (Bankr. S.D. Calif. Case
No. 10-10860).  John L. Smaha, Esq., at Smaha Law Group, APC,
assists the Company in its restructuring effort.  The Company
estimated it assets and debts at $10,000,001 to $50,000,000.


CELL THERAPEUTICS: Reports $7.19-Mil. Net Loss for May
------------------------------------------------------
Cell Therapeutics Inc. said in a U.S. regulatory filing that it
provided information to the Italian securities regulatory
authority, CONSOB.

Pursuant to Article 114, Section 5 of the Unified Financial Act,
the Company has been required by CONSOB to issue at the end of
each month a press release providing a monthly update of certain
information relating to the Company's management and financial
situation.

The Company provided, among other things, this information:

     In Thousands                                4/30/10  5/31/10
                                                 -------  -------
Net revenue                                          $7       $6
Operating income (expense)                       (6,568)  (6,022)
Profit /(Loss) from operations                   (6,561)  (6,016)
Other income (expenses), net                       (151)    (751)
EBITDA                                           (6,712)  (6,767)
Depreciation and amortization                      (157)    (146)
Amortization of debt discount and issuance costs    (29)     (31)
Interest expense                                   (251)    (249)
Net profit /(loss) attributable to shareholders  (7,149)  (7,193)

A full-text copy of the Company's regulatory filing is available
for free at http://ResearchArchives.com/t/s?65db

                     About Cell Therapeutics

Headquartered in Seattle, Cell Therapeutics, Inc. (NASDAQ and MTA:
CTIC) -- http://www.CellTherapeutics.com/-- is a
biopharmaceutical company that develops an integrated portfolio of
oncology products aimed at making cancer more treatable.
Subsequent to the closure of its Bresso, Italy operations in
September 2009, CTI's operations are conducted solely in the
United States.

The Company reported $69.59 million in total assets and
$87.73 million in total liabilities, resulting in $18.76 million
in stockholders' deficit at Dec. 31, 2009.

                       Going Concern Doubt

San Francisco-based Stonefield Josephson, Inc., has included an
explanatory paragraph in their report on Cell Therapeutics, Inc.'s
December 31, 2009, 2008 and 2007 consolidated financial statements
regarding their substantial doubt as to the Company's ability to
continue as a going concern.  The independent auditors reported
that the Company has sustained loss from operations over the audit
periods, incurred an accumulated deficit, and has substantial
monetary liabilities in excess of monetary assets as of
December 31, 2009.

                      Bankruptcy Warning

In its Form 10-Q report for the period ended September 30, 2009,
filed with the Securities and Exchange Commission, the Company
warned it does not expect it will have sufficient cash to fund
planned operations through the second quarter of 2010, which
raises substantial doubt about its ability to continue as a going
concern.  The Company said if it fails to obtain capital when
required, the Company said it may be required to delay, scale
back, or eliminate some or all of its research and development
programs and may be forced to cease operations, liquidate its
assets and possibly seek bankruptcy protection.


CHINA NETWORKS: Working Capital Deficit Cues Going Concern Doubt
----------------------------------------------------------------
China Networks International Holdings, Limited, filed on June 30,
2010, its annual report on Form 20-F for the year ended
December 31, 2009.

UHY Vocation CPA Limited, in Hong Kong, expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company has a significant
working capital deficit and is dependent on obtaining additional
financing to execute its business plan.

The Company reported net income of $2.4 million on $19.0 million
of revenue for 2009, compared with a net loss of $3.4 million on
$4.3 million of revenue for 2008.

The revenue increase was due to the fact that the Company only
began generating revenues from Kunming JV as of October 1, 2008,
and from the Yellow River JV as of January 1, 2009.

The Company's balance sheet at December 31, 2009, showed
$52.0 million in assets, $54.0 million of liabilities, and
$236,400 of common stock subject to repurchase, for a
shareholders' deficit of $2.3 million.

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

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

Headquartered in Beijing, PRC China Networks International
Holdings, Limited, through China Networks Media Ltd., a British
Virgin Islands company, provides broadcast television advertising
services in the PRC, operating joint-venture partnerships with PRC
TV Stations in regional areas of the country.  The Company manages
these regional businesses through a series of joint ventures and
contractual arrangements to sell broadcast television advertising
time slots and so-called "soft" advertising opportunities to local
advertisers directly and through advertising agencies and brokers.


CIENA CAPITAL: Court Okays Settlement Among Ares, Unsecureds
------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Ciena Capital LLC,
its Official Committee of Unsecured Creditors, and the U.S. Small
Business Administration received the bankruptcy court's approval
on June 30 for a settlement with Ciena's parent, Ares Capital
Corp., which will fund a 50% payment to Ciena's unsecured
creditors.

                        About Ciena Capital

Headquartered in New York City, Ciena Capital LLC --
http://www.cienacapital.com/-- offers commercial real estate
finance services including loans and long term investment property
financing.  The Company and 11 affiliates files for Chapter 11
protection on Sept. 30, 2008 (Bankr. S.D. N.Y. Lead Case No. 08-
13783).  Peter S. Partee, Esq., and Andrew Kamensky, Esq., at
Hunton & Williams LLP, represent the Debtors as counsel.  Mark T.
Power, Esq., and Jeffrey Zawadzki, Esq., at Hahn & Hessen LLP,
represent the Official Committee of Unsecured Creditors as
counsel.  When the Debtors filed for protection from their
creditors, they listed both assets and debts between $100 million
and $500 million.

Ciena Capital LLC has filed a Chapter 11 reorganization plan that
would hand ownership of the company over to its lenders and
resolve numerous claims among it, its secured lenders and
unsecured creditors, and the federal government.


CIT GROUP: Secures $800MM in Financing; Sells $500MM in Assets
--------------------------------------------------------------
Sue Chang, writing for MarketWatch, reports that CIT Group Inc.
said late Thursday that it secured about $800 million in financing
through conduit facilities and sold $500 million in assets as a
part of its restructuring process.  It also finalized the sale of
its Sydney-based Australian and New Zealand Vendor Finance to the
Bank of Queensland Ltd.  CIT used the funds to pay $1.25 billion
of its first lien debt on a pro rata basis, leaving it with about
$4 billion in balance.

                        About CIT Group

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

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

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

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

                          *     *    *

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

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

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


CITIGROUP INC: Beefs Up Mortgage-Originating Business
-----------------------------------------------------
Dow Jones Newswires' Matthias Rieker reports that Citigroup said
it is making home loans a top priority.

"To get a sense of how vigorously Citigroup Inc. is trying to
revive its retail bank, consider this statistic: In the past two
months, mortgage applications at its branches have soared by 60%,"
Mr. Rieker writes.  "Mortgage applications for so-called jumbo
mortgages -- those larger than $729,000 -- are up 30% at Citibank.

According to Dow Jones, Brad Dinsmore, the head of Citi's North
American retail banking business, said the overall mortgage
application pipeline was almost $2 billion in June, up from less
than $1 billion in February.

Dow Jones relates Citi has been pushing a new retail banking
strategy that includes beefing up its mortgage-originating
business.  The retail bank is also shifting to focus on affluent
customers in metropolitan markets.

The increase in applications is a demonstration of that strategy,
Mr. Dinsmore said in interviews last week, according to Dow Jones.
Most of those applications are likely to turn into loans. Even
though Mr. Dinsmore warned the real-estate crisis is still far
from over, home loans have become "a top priority," he said.

According to Dow Jones, Citi has also revamped its retail banking
leadership.  In January, Manuel Medina-Mora was promoted to chief
executive of Citi Consumer Banking for the Americas, replacing
Terri Dial.  In February, Citi hired Desmond Smith from J.P.
Morgan Chase & Co. to run Citibank's mortgage business.

According to Dow Jones, competitors said they have noticed Citi
lowered its rates, but two banks with a big presence in the jumbo
mortgage business in New York said they haven't felt Citi's
renewed mortgage vigor just yet.

Citi is the second largest bank by deposits after J.P. Morgan
Chase in the metropolitan New York banking market.  Citi lags
behind J.P. Morgan, which has a much-larger jumbo mortgage
business.  However, according to Dow Jones, J.P. Morgan was burnt
by jumping to early into the market, resulting in rising loan
losses.  At Citi, troubled loans have been declining in recent
quarters even in its troubled mortgage portfolios.

                         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.


CLOVERLEAF ENTERPRISE: Halts Rosecroft Raceway Operations
---------------------------------------------------------
Joshua Garner at The Gazette in Maryland reports that Rosecroft
Raceway in Fort Washington officially closed its doors Thursday
after months of speculation that the harness track would shutter
because of a contract dispute about thoroughbred simulcast racing.

The report says the track started closing down as early as
June 18, when most of the track's 200 employees received notices
it would be Rosecroft's last open weekend.  Signs and posters were
hung near Oxon Hill Road announcing the track would close and that
it would sell office supplies such as laptops.

Kelley Rogers, president of bankrupt owner Cloverleaf Enterprises,
announced on the company's Web site in mid-June that the 60-year-
old raceway would not apply for a license to continue operating.

Fort Washington, Maryland-based Cloverleaf Enterprises Inc. --
http://www.rosecroft.com/-- owns the Rosecroft Raceway, a harness
track.  The Company filed for Chapter 11 bankruptcy protection on
June 3, 2009 (Bankr. D. Md. Case No. 09-20056).  The Company
listed $10 million to $50 million in assets and $1 million to
$10 million in debts.


COEUR D'ALENE: Closes Public Offering of Senior Term Notes
----------------------------------------------------------
Coeur d'Alene Mines Corporation said it has closed a public
offering of its Senior Term Notes due December 31, 2012.  All
amounts due under the Notes may be paid in cash, shares of the
Company's common stock, par value $0.01 per share, or a
combination of cash and shares of Common Stock.  In satisfaction
of the installment amount due under the Notes on June 30, 2010,
the Company will pay $4,911,458.50 in cash and will issue 348,410
shares of Common Stock on or about July 1, 2010, in a registered
offering.

                     About Coeur d'Alene Mines

Based in Coeur d'Alene, Idaho, Coeur d'Alene Mines Corporation is
primarily a silver producer with a growing gold production
profile.  The Company is engaged, through its subsidiaries, in the
operation and ownership, development and exploration of silver and
gold mining properties and companies located primarily within
South America (Chile, Argentina and Bolivia), Mexico (Chihuahua),
United States (Nevada and Alaska) and Australia (New South Wales).

At December 31, 2009, the Company had total assets of
$3,054,035,000 against total current liabilities of $188,608,000
and total non-current liabilities of $872,222,000, resulting in
stockholders' equity of $1,993,205,000.

                           *     *     *

As reported by the Troubled Company Reporter on August 11, 2009,
Standard & Poor's Ratings Services raised its corporate credit
rating on Coeur D'Alene Mines to 'B-' from 'CCC' and raised the
ratings on the Company's US$180 million senior unsecured notes due
2024 (US$106 million outstanding) and US$230 million senior
unsecured notes due 2028 (US$150 million outstanding) to 'CCC+'
from 'CCC-'.  In January 2010, S&P withdrew its ratings on the
Company, including its 'B-' corporate credit rating, at the
Company's request.


DAVID'S AUTO: To Build Ties With Smaller Players Under Plan
-----------------------------------------------------------
American Metal Market says the draft plan of David's Auto
Shredding Inc. to exit Chapter 11 bankruptcy protection is looking
to build relationships with smaller players in the marketplace.

Mobile, Alabama-based David's Auto Shredding filed for Chapter 11
on April 3, 2009 (Bankr. S.D. Ala. Case No. 09-11559).  The
petition said that assets are up to $10,000 while debts range from
$1,000,001 to $100,000,000.


DELTA AIR: Court OKs New Union Voting Rules; Elections Loom
-----------------------------------------------------------
Delta Air Lines Inc., along with other carriers that lack company-
wide union representation, lost a court battle against procedures
for unionizing employees into collective bargaining units.

Judge Paul Friedman of the U.S. District Court for the District of
Columbia upheld a change in union voting procedures effective
today, July 1, 2010, allowing airline and railroad workers to form
bargaining units with approval from the majority casting ballots
rather than a majority of potential members.  Under the new rule,
unreturned ballots are no longer counted as "no" votes, Bloomberg
News reported.

To recall, the National Mediation Board ruled on May 11, 2010 --
at the request of the AFL-CIO, the largest U.S. federation of
labor unions -- that unions can be formed if a majority of
unionization votes are cast in their favor.

"As part of its ongoing efforts to further the statutory goals of
the Railway Labor Act, the National Mediation Board (NMB or
Board) is amending its Railway Labor Act rules to provide that,
in representation disputes, a majority of valid ballots cast will
determine the craft or class representative.  This change to its
election procedures will provide a more reliable measure/indicator
of employee sentiment in representation
disputes and provide employees with clear choices in
representation matters," NMB said in the May 11 ruling.

In the case styled Air Transport Association of America v.
National Mediation Board litigated in the Columbia District Court,
ATA, an industry trade group, asked Judge Friedman to junk NMB's
decision.  ATA argued that by making a change in the 75-year-old
rule, a minority of the employees would be able to make decisions
on unionization for the majority.  ATA's complaint pointed out
that the rule was changed by a 2-1 vote, with two appointees of
President Barack Obama in the majority against a holdover from
President George W. Bush's administration, reported Bloomberg.

"Non-participation rates are high.  That doesn't mean they don't
want representation. There are many reasons why people don't
vote," NMB Counsel Tamra Moore, Esq., said at the hearing held
June 21, 2010, reported Bloomberg News.

AFL-CIO Transportation Trades Department President Edward Wytkind
said that the District Court's decision put "tens of thousands of
airline and rail workers a step closer to pursuing the power of
collective bargaining under fairer union election rules,"
according to Commercialappeal.com.

"The deck has been stacked against workers for too long with many
union elections being invalidated by unfair rules that required
super majority participation -- a standard found nowhere else in
our democracy," Mr. Wytkind said.

ATA said it is "disappointed with the Court's ruling and believe
the [NMB] does not have the authority to impose this new rule.  We
will thoroughly study the decision to determine what, if any
steps, ATA will take, including exercising our right to appeal the
ruling."

ATA claimed the shift was arbitrary and illegal, Bloomberg noted.

Judge Friedman's decision gives a green light for unions to file
for representation elections at Delta as early as next week,
according to the Atlanta Journal Constitution.

"We are disappointed with the Court's ruling and believe the [NMB]
does not have the authority to impose this new rule, "ATA told
Bloomberg in an e-mail, saying it is determining whether or not to
exercise its right to appeal the ruling.

ATA is yet made a decision whether to appeal, ATA spokeswoman
Victoria Day told The Associated Press.

         Delta Gears Up for Representation Elections

"We're disappointed with the ruling," Delta spokeswoman
Chris Kelly told AJC.  "However, we are pleased that the court
reviewed the case quickly."  Delta hopes unions representing
flight attendants and ground workers "will now move forward to
resolve representation," Mr. Kelly noted, according to the
newspaper.

Following the District Court's decision, the International
Association of Machinists, which represents ground workers from
Northwest, rallied at Delta's employee parking lot near
Hartsfield-Jackson International Airport to prepare for the
elections.

"We just need to stop these distractions and move forward and give
people the opportunity to voice their opinion," IAM General Vice
President for Transportation Robert Roach Jr., told AJC, noting
that IAM will file for elections at Delta "in the next few weeks."
"A lot of folks just want the election," Pam King, an IAM
organizer, affirmed.

At Delta's annual meeting in New York on June 30, Delta Chief
Executive Officer Richard Anderson commented that the company "is
ready to move on" with the union elections, reports AP.  Mr.
Anderson added that Delta "won't appeal" the District Court's
decision but the Company will support a possible appeal by ATA.

Despite the Delta-Northwest merger in October 2009, non-unionized
Delta workers and unionized Northwest workers are working under
separate contracts.  All of Delta's about 12,000 pilots already
are unionized.  Delta hasn't had a strike since 1947.  In
contrast, Northwest has been haunted with labor-management
relations issues, including 11 work stoppages.

                       About Delta Air Lines

Atlanta, Georgia-based Delta Air Lines (NYSE: DAL) --
http://www.delta.com/or http://www.nwa.com/-- provides scheduled
air transportation for passengers and cargo throughout the United
States, and around the world.  The Company's route network is
centered on the hub system it operate at airports in Atlanta,
Cincinnati, Detroit, Memphis, Minneapolis/St. Paul, New York-JFK,
Salt Lake City, Paris-Charles de Gaulle, Amsterdam and Tokyo-
Narita. The hub operations include flights, which gather and
distribute traffic from markets in the geographic region
surrounding the hub to domestic and international cities and to
other hubs. The network is supported by a fleet of aircraft, which
is varied in terms of size and capabilities.  On December 31,
2009, the Company's wholly owned subsidiary Northwest Airlines,
Inc.  merged with and into Delta.  The wholly owned subsidiary of
the Company is Northwest Airlines Corporation.

Northwest and 12 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).
On May 21, 2007, the Court confirmed the Northwest Debtors'
amended plan.  That amended plan took effect May 31, 2007.

Delta and 18 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represented
the Delta Debtors in their restructuring efforts. On April 25,
2007, the Court confirmed the Delta Debtors' plan.  That plan
became effective on April 30, 2007.

(Bankruptcy Creditors Service Inc. publishes Delta Air Lines
Bankruptcy News, http://bankrupt.com/newsstand/or 215/945-7000).

                        *     *     *

Delta Air Lines and Northwest Airlines carry a 'B/Negative/--'
corporate ratings from Standard & Poor's.  They also continue to
carry 'B2' corporate family ratings from Moody's and "B-" LT
Issuer Default rating from Fitch.

Delta Air carries a 'B-' issuer default rating from Fitch Ratings.


DELTA AIR: Offers $450-Mil. of 2010-1A Pass Through Certificates
----------------------------------------------------------------
Delta Air Lines, Inc., disclosed in a regulatory filing with the
U.S. Securities and Exchange Commission dated June 29, 2010, that
it is creating a pass through trust that will issue Class A Pass
Through Certificates, Series 2010-1.
                                         Final Expected   Price
Pass Through    Aggregate     Interest    Distribution     to
Certificates    Face Amount   Rate        Date             Public
------------    -----------   --------    --------         ------
Class A        $450,000,000    6.20%      July 2, 2018      100%

The underwriters will purchase all of the Class A Certificates if
any are purchased.  The aggregate proceeds from the sale of the
Class A Certificates will be $450,000,000.  Delta will pay the
underwriters a commission of $5,625,000.  Delivery of the Class A
Certificates in book-entry form will be made on or about July 2,
2010, against payment in immediately available funds.

The Class A Certificates will represent interests in the assets of
the related pass through trust.  The proceeds from the sale of the
Class A Certificates will initially be held in escrow and will
thereafter be used by that pass through trust to acquire the
related series of equipment notes to be issued by Delta on a full
recourse basis.  Payments on the equipment notes held in the Trust
will be passed through to the holders of the Class A Certificates.
Distributions on the Class A Certificates will be subject to
certain subordination provisions.  The Class A Certificates do not
represent interests in, or obligations of, Delta or any of its
affiliates.

Delta may at any time create a separate pass through trust that
will issue Delta Air Lines, Inc. Class B Pass Through
Certificates, Series 2010-1.  Subject to distribution provisions,
the Class A Certificates generally will rank senior to any Class B
Certificates that may be issued.

The equipment notes expected to be held by the pass through trust
for the Class A Certificates and, if applicable, the pass through
trust for any Class B Certificates will be issued for each of (i)
10 Boeing 737-832 aircraft, nine Boeing 757-232 aircraft and three
Boeing 767-332ER aircraft, in each case delivered new to Delta
from 1999 to 2000; and (ii) two Boeing 777-232LR aircraft
delivered new to Delta in March 2010.  The equipment notes issued
for each aircraft will be secured by a security interest in the
aircraft.  With respect to the Class A Certificates, interest on
the related equipment notes will be payable semiannually on
January 2 and July 2 of each year, commencing on January 2, 2011,
and principal on the equipment notes is scheduled for payment on
January 2 and July 2 in certain years, commencing on January 2,
2011.

Natixis S.A., acting via its New York Branch, will provide a
liquidity facility for the Class A Certificates in an amount
sufficient to make three semiannual interest distributions on the
outstanding balance of the Class A Certificates.

The Class A Certificates will not be listed on any national
securities exchange.

Delta also disclosed details on the Pass Through Certificates,
including:

Amount Available under the Class A
Liquidity Facility at January 2, 2011:            $41,360,026

Initial "Maximum Commitment" under the
  Class A Liquidity Facility:                     $41,850,000

Underwriters' Purchase Commitments:
  Goldman, Sachs & Co.:                          $168,750,000
  Credit Suisse Securities (USA) LLC:            $168,750,000
  Citigroup Global Markets Inc.:                  $39,375,000
  Deutsche Bank Securities Inc.:                  $39,375,000
  Banc of America Securities LLC:                 $33,750,000

Underwriting Commission:                           $5,625,000

Concession to Selling Group Members:                    0.50%

Discount to Broker/Dealers:                             0.25%

Underwriting Agreement:                         June 28, 2010

Settlement:                                      July 2, 2010
                                           (T+4) closing date

A full-text copy of Delta's disclosure with the SEC is available
for free at http://ResearchArchives.com/t/s?6594

                       About Delta Air Lines

Atlanta, Georgia-based Delta Air Lines (NYSE: DAL) --
http://www.delta.com/or http://www.nwa.com/-- provides scheduled
air transportation for passengers and cargo throughout the United
States, and around the world.  The Company's route network is
centered on the hub system it operate at airports in Atlanta,
Cincinnati, Detroit, Memphis, Minneapolis/St. Paul, New York-JFK,
Salt Lake City, Paris-Charles de Gaulle, Amsterdam and Tokyo-
Narita. The hub operations include flights, which gather and
distribute traffic from markets in the geographic region
surrounding the hub to domestic and international cities and to
other hubs. The network is supported by a fleet of aircraft, which
is varied in terms of size and capabilities.  On December 31,
2009, the Company's wholly owned subsidiary Northwest Airlines,
Inc.  merged with and into Delta.  The wholly owned subsidiary of
the Company is Northwest Airlines Corporation.

Northwest and 12 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).
On May 21, 2007, the Court confirmed the Northwest Debtors'
amended plan.  That amended plan took effect May 31, 2007.

Delta and 18 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represented
the Delta Debtors in their restructuring efforts. On April 25,
2007, the Court confirmed the Delta Debtors' plan.  That plan
became effective on April 30, 2007.

(Bankruptcy Creditors Service Inc. publishes Delta Air Lines
Bankruptcy News, http://bankrupt.com/newsstand/or 215/945-7000).

                        *     *     *

Delta Air Lines and Northwest Airlines carry a 'B/Negative/--'
corporate ratings from Standard & Poor's.  They also continue to
carry 'B2' corporate family ratings from Moody's and "B-" LT
Issuer Default rating from Fitch.

Delta Air carries a 'B-' issuer default rating from Fitch Ratings.


DELTA AIR: Implements "Blackout Period" for Employee Benefit Plans
------------------------------------------------------------------
In a regulatory filing with the U.S. Securities and Exchange
Commission dated June 11, 2010, Delta Air Lines disclosed that
participants and beneficiaries of certain employee benefit plans
will be temporarily unable to effect certain transactions under
those plans for the "blackout period."

Delta Vice President?Deputy General Counsel and Secretary Leslie
D. Klemperer related that prior to the merger of Northwest
Airlines, Inc. into Delta Air Lines, Inc., on December 31, 2009,
Northwest Airlines and Delta sponsored separate benefit plans for
their employees.

In July 2010, the administration, recordkeeping and trustee
services of certain Northwest Airlines benefit plans will
transition to a new service provider.  This transition will
include the transfer of assets from the applicable Northwest
Airlines benefit plans to the corresponding Delta plans, Ms.
Klemperer noted.

The Northwest Airlines plans covered by these actions are:

  (i) Northwest Airlines Retirement Savings Plan for Salaried
      Employees;

(ii) Northwest Airlines Retirement Savings Plan for Contract
      Employees;

(iii) Former Northwest Airlines Retirement Savings Plan for
      Pilot Employees; and

(iv) Former Northwest Airlines Money Purchase Plan for Pilot
      Employees.

As a result of this transition, the Blackout Period began at 4:00
p.m. Eastern time last June 28, 2010, and is expected to end on
July 12, 2010, but could be delayed until later that week.

Ms. Klemperer said that on June 11, 2010, Delta provided a notice
to its directors and executive officers informing them of the
Blackout Period.  In its Blackout Notice, Delta cited Section
306(a) of the Sarbanes-Oxley Act of 2002 and Rule 101(a) of
Regulation BTR under the Securities Exchange Act of 1934 which
prohibit any director or executive officer of Delta from, directly
or indirectly, entering into any transaction with respect to any
Delta Shares while participants in the Pre-Merger Northwest Plans
are prevented from engaging in transactions involving Delta
Shares.  This restriction applies only if the director or
executive officer acquired the Delta Shares in connection with his
or her service or employment as a director or executive officer of
Delta.  Specifically, they will be prohibited from purchasing,
selling, acquiring or transferring any Delta Share or derivative
security, including the exercising of Delta stock options, during
the Blackout Period.

The notice also advises Delta's directors and executive officers
of the trading restrictions that will apply to them during the
Blackout Period.

Please note that the trading restrictions implemented because of
the Blackout Period are in addition to the Window Period, pre-
clearance process and other trading restrictions under Delta's
Insider Trading Policy, Ms. Klemperer added.

During the Blackout Period and for a period of two years after the
ending date of the Blackout Period, security holders or other
interested persons may obtain, without charge, information about
the actual beginning and ending dates of the Blackout Period by
contacting Leslie P. Klemperer, Corporate Secretary, 1030 Delta
Boulevard, Atlanta, GA 30354, or at 404-715-2476.

                       About Delta Air Lines

Atlanta, Georgia-based Delta Air Lines (NYSE: DAL) --
http://www.delta.com/or http://www.nwa.com/-- provides scheduled
air transportation for passengers and cargo throughout the United
States, and around the world.  The Company's route network is
centered on the hub system it operate at airports in Atlanta,
Cincinnati, Detroit, Memphis, Minneapolis/St. Paul, New York-JFK,
Salt Lake City, Paris-Charles de Gaulle, Amsterdam and Tokyo-
Narita. The hub operations include flights, which gather and
distribute traffic from markets in the geographic region
surrounding the hub to domestic and international cities and to
other hubs. The network is supported by a fleet of aircraft, which
is varied in terms of size and capabilities.  On December 31,
2009, the Company's wholly owned subsidiary Northwest Airlines,
Inc.  merged with and into Delta.  The wholly owned subsidiary of
the Company is Northwest Airlines Corporation.

Northwest and 12 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).
On May 21, 2007, the Court confirmed the Northwest Debtors'
amended plan.  That amended plan took effect May 31, 2007.

Delta and 18 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represented
the Delta Debtors in their restructuring efforts. On April 25,
2007, the Court confirmed the Delta Debtors' plan.  That plan
became effective on April 30, 2007.

(Bankruptcy Creditors Service Inc. publishes Delta Air Lines
Bankruptcy News, http://bankrupt.com/newsstand/or 215/945-7000).

                        *     *     *

Delta Air Lines and Northwest Airlines carry a 'B/Negative/--'
corporate ratings from Standard & Poor's.  They also continue to
carry 'B2' corporate family ratings from Moody's and "B-" LT
Issuer Default rating from Fitch.

Delta Air carries a 'B-' issuer default rating from Fitch Ratings.


DERMONTTI DAWSON: Files for Ch. 7 Bankruptcy in Lexington, Ky.
--------------------------------------------------------------
Melanie Cohen at Dow Jones Daily Bankruptcy Review reports that
former National Football League center Dermontti Dawson has filed
for bankruptcy in Lexington, Kentucky.

Dow Jones notes the bankruptcy filing follows some recent
financial judgments against businesses in which Mr. Dawson has an
ownership interest. In April, a judge awarded $3.4 million to
Kentucky Bank against Miles Road LLC, according to the Herald-
Leader.  The bank had filed to foreclose on the company when Miles
Road defaulted on a loan.

The petition listed assets of $1.42 million and debts of $69.66
million.  According to the report, Mr. Dawson's debts include his
41-foot motor home and $416,000 in mortgage payments on his
Nicholasville, Ky., home.  Among Mr. Dawson's largest claims are
millions of dollars owed to Fifth Third Bank in Lexington related
to real-estate developments in which he has an ownership stake.

"Unfortunately, my personal guaranty exposure on the debts of
numerous real estate interests has led to the Chapter 7 filing
. . . . I certainly wish things had turned out differently and
look forward to continuing my contributions to this community,"
Mr. Dawson told the Lexington Herald-Leader on Thursday, according
to Dow Jones.

Mr. Dawson played his entire professional career with the
Pittsburgh Steelers.  Mr. Dawson, a native of Lexington who played
for the Steelers for 13 years, eventually became the highest-paid
offensive lineman in the team's history, at $4.2 million per year.
He retired from the NFL in 2001.


DIAMOND RANCH: Delays Filing of Annual Report on Form 10-K
----------------------------------------------------------
Diamond Ranch Foods Ltd. said that it could not file its annual
report on Form 10-K for the period ended March 31, 2010, with the
Securities and Exchange Commission on time due to a delay in
obtaining and compiling information required to be included in the
report.

                      About Diamond Ranch

Diamond Ranch Foods, Ltd. -- http://www.diamondranchfoods.com/--
is a meat processing and distribution company now located in the
Hunts Point Coop Market, Bronx, New York.  The Company's
operations consist of packing, processing, labeling, and
distributing products to a customer base, including, but not
limited to; in-home food service businesses, retailers, hotels,
restaurants, and institutions, deli and catering operators, and
industry suppliers.

In May 2009, Gruber & Company, LLC, in Lake Saint Louis, Missouri,
raised substantial doubt on the ability of Diamond Ranch Foods to
continue as a going concern after it audited the Company's
financial statements for the year ended March 31, 2009, and 2008.
The auditor pointed to the Company's recurring losses from
operations.

Diamond Ranch Foods reported total assets of $1.34 million against
debts of 5.46 million, resulting to a stockholders' deficit of
$4.13 million as of Dec. 31, 2009.


DRAGON PHARMACEUTICAL: Sets July 20 Special Meet of Shareholders
----------------------------------------------------------------
Dragon Pharmaceutical Inc. said its Special Meeting of
Shareholders will be held on July 20, 2010, at 10:30 a.m., Pacific
Time at the Company's corporate office located at Suite 310, 650
West Georgia Street, Vancouver, British Columbia, Canada V6B 4N9.

Only shareholders of record of as of May 28, 2010 will be entitled
to vote upon the proposed Agreement and Plan of Merger by and
among Dragon, Chief Respect Limited, a Hong Kong corporation,
Datong Investment Inc., a Florida corporation and subsidiary of
Chief Respect Limited, and Mr. Yanlin Han, pursuant to which
Datong Investment Inc. will merge with and into Dragon and each
holder of Dragon shares of common stock, excluding Mr. Han, will
receive $0.82 per share.  Notice of the meeting and accompany
proxy statement are being mail to shareholder s on June 28, 2010.

                   About Dragon Pharmaceutical

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

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

                          *     *     *

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


DUBAI WORLD: Nakheel Starts Making 40% Cash Payments to Creditors
-----------------------------------------------------------------
Stefania Bianchi at Dow Jones Newswires reports that Nakheel, the
real-estate unit of Dubai World, said Wednesday it has started
making 40% cash payments, worth about 4 billion U.A.E. dirhams
($1.09 billion), to trade creditors after the developer signed "a
substantial number of restructuring agreements."

Dow Jones reports that under a deal announced in April, Nakheel is
offering trade creditors owed more than 500,000 dirhams a 40% cash
payment and 60% in the form of a publicly tradable security, with
a 10% annual return.

"We are delighted to commence making the 40% cash payments to our
trade creditors," Nakheel Chairman Ali Lootah said in a statement,
according to the report. "Today's announcement marks significant
process in our recapitalization plan."

The report says Nakheel had to secure 65% approval in order to
release the 40% cash payment to creditors, which include
contractors and suppliers.

The report also notes a Nakheel spokesperson later told reporters
that "more than 60% of trade creditors" had signed the agreement
and that 75% had agreed in principal. The company expects to get
the remaining 25% support in the next couple of weeks, the
spokesperson said.

Earlier in June, Nakheel said it started paying its contractors
who were owed 500,000 dirhams or less.

                       Restructuring Deal

According to the Troubled Company Reporter on June 2, 2010, The
Wall Street Journal said Dubai World reached a broad agreement to
pay off its creditors and reduce its $23.5 billion of debt.  Aidan
Birkett, chief restructuring officer of Dubai World, told Zawya
Dow Jones that Dubai World will now seek a final deal with all of
its creditors by the end of June.  Under the deal, creditors will
be repaid in full but the payment period will be extended, while
the government of Dubai would convert debt into equity and help
fund the restructuring.

According to The Journal, the first portion, or tranche, of
$4.4 billion will be paid in five years, with 1% annual interest
in cash but no shortfall government guarantee.  The second tranche
of $10 billion will be paid over eight years, with 1% interest
plus varying payment-in-kind interest and shortfall guarantees.
Lenders will have to choose between three options, depending on
their exposure and on their priorities in regard to the shortfall
guarantee and payment in kind.

The government of Dubai will convert $8.9 billion of debt and
claims into equity in Nakheel, the real-estate arm of Dubai World,
and commit to fund as much as $500 million of Nakheel's expenses
and an interest facility of as much as $1 billion while
maintaining 100% ownership of the Company.

As part of the deal, Nakheel's trade creditors were offered
repayment through a mix of 40% cash and 60% in a sukuk-a bond
structured to comply with Islamic law-with a 10% annual return.
Nakheel paid a $980 million Islamic bond.

The Journal said the agreement with the creditors' coordinating
committee accounts for about 60% of Dubai World's bank lenders.
The remaining creditors holding 40% of the group's debt have yet
to accept the deal.

                     6-Month Standstill

In November 2009, the Troubled Company Reporter ran a story
about Dubai World seeking a six-month standstill on its debt
obligations.  The government of Dubai said it would restructure
Dubai World and has appointed Deloitte LLP to lead the
restructuring effort, naming an executive at the consultancy as
the group's "chief restructuring officer."

Bloomberg News' Arif Sharif and Laura Cochrane said Dubai World
has US$59 billion in liabilities.  Bloomberg said Dubai
accumulated US$80 billion of debt by expanding in banking, real
estate and transportation before credit markets seized up last
year.

The Wall Street Journal said Standard & Poor's in an October
report estimated Dubai World could be responsible for as much as
50% of Dubai's total government and corporate debt load of some
US$80 billion to US$90 billion.

                     About Dubai World

Dubai World -- http://www.dubaiworld.ae/-- is Dubai's flag bearer
in global investments.  As a holding company it operates a highly
diversified spectrum of industrial segments and plays a major role
in the emirate's rapid economic growth.  Dubai World's investment
spans four strategic growth areas of 21st Century commerce namely,
Transport & Logistics, Drydocks & Maritime, Urban Development and
Investment & Financial Services.  Dubai World's portfolio includes
DP World, one of the largest marine terminal operators in the
world; Drydocks World & Dubai Maritime City designed to turn Dubai
into a major ship-building and maritime hub; Economic Zones World
which operates several free zones around the world including Jafza
and TechnoPark in Dubai; Nakheel the property developer behind
iconic projects such as The Palm Islands and The World among
others; Limitless the international real estate master planner
with current development projects in various parts of the world;
Leisurecorp a global sports and leisure investment group,
reshaping the industry by unlocking value across investment,
development and brand opportunities; Dubai World Africa which
oversees the regional development and portfolio of investments in
the African continent; and Istithmar World, the group's investment
arm that has a global footprint in finance, capital, leisure,
aviation and various other business ventures.


DUNE ENERGY: Closes Sale of South Florence Field
------------------------------------------------
Dune Energy Inc. closed on the $30 million sale of South Florence
Field and entered into a fifth amendment to its revolving credit
agreement with its Wells Fargo Foothill.

Dune closed the sale of its South Florence Field to a private
party on June 29, 2010 for $30 million with an effective date of
May 1, 2010.  Dune expects to use proceeds from the sale to either
temporarily or permanently repay borrowings under its $40 million
revolving credit facility, and to invest in new assets or fund
maintenance, repair or improvement of its existing properties and
assets.

A fifth amendment to the Wells Fargo Foothill revolver has been
signed reflecting modified terms associated with the sale of
Dune's South Florence field.  Under the amendment, Dune's
availability will be reduced to $20 million and the production and
EBITDA covenants will be adjusted to reflect the resultant
production and EBITDA of Dune without the South Florence field.
Currently $23 million is borrowed under the revolver and $8.5
million of letters of credit are outstanding.

                        About Dune Energy

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

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

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


EXTENDED STAY: To Present Plan for Confirmation on July 20
----------------------------------------------------------
Extended Stay Inc.'s affiliates are a step closer to emerging
from bankruptcy after a bankruptcy judge approved a disclosure
statement describing their restructuring plan.

Judge James Peck of the U.S. Bankruptcy Court for the Southern
District of New York approved on June 22, 2010, the Disclosure
Statement which describes the major provisions of the Fifth
Amended Joint Chapter 11 Plan of Reorganization of ESI's 74
debtor affiliates.

In a 14-page order, Judge Peck held that the Disclosure Statement
contains "adequate information" and meets the requirements of the
bankruptcy rules by providing creditors with "sufficient notice
of the injunction, exculpation, and release provisions" contained
in the Plan.

The Court also approved the Debtors' entry into an Investment and
Standby Purchase Agreement, which reflects the terms of the
winning bid of Centerbridge Partners LP and two other investors
for Extended Stay's plan sponsorship.

Judge Peck overruled all objections to the Disclosure Statement.

With the entry of the Disclosure Statement Order, the Debtors are
given the go signal to begin the solicitation of acceptances for
the Plan.

The Debtors need to obtain a majority of votes from creditors in
favor of the Plan and a Court order confirming the Plan to
finally emerge from bankruptcy protection.

Only holders of Claims as of June 17, 2010, the Record Date, will
be entitled to vote on the Plan.

Creditors entitled to vote on the Plan have until July 7, 2010,
to cast their ballots.  They are required to follow a process
governing the solicitation of votes, which Judge Peck also
approved in his June 22 order.

The Court also approved the contents of the Solicitation Package
and the proposed form of the Ballots.

The Bankruptcy Court is set to hold a hearing on July 20 to
consider the confirmation of the Plan.  Deadline for filing
objections to the Plan confirmation is July 13.

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

The proposed Restructuring Plan for ESI's debtor affiliates is
hinged on the $3.925 billion bid from Centerbridge Partners,
Paulson & Co., and Blackstone Real Estate Associates VI L.P.  The
bid provides for an all cash purchase of ESI's 74 debtor
affiliates.

The Centerbridge group was selected as the winning bidder at a
May 27, 2010 auction, beating out another bidder led by Starwood
Capital Group and TPG by less than $40 million.  Centerbridge
offered to pay about $3.925 billion in cash and to contribute
certificates representing interests in a pre-bankruptcy $4.1
billion mortgage loan for the equity of ESI's debtor affiliates.

The winning bid eliminates the rights offering, cash election and
the debt or equity election, which the Centerbridge group
initially proposed.

The Centerbridge group will be reimbursed as much as $35 million
for its expenses in the event the current version of the proposed
Plan is not confirmed or consummated.

The Centerbridge group was not willing to structure a plan of
reorganization that includes ESI, whose assets are estimated to
have minimal value.  The proposed Restructuring Plan, however,
contemplates the resolution of various intercompany issues
through a settlement between ESI and its debtor affiliates that
would require the latter to set aside $750,000 that would be used
to wind down ESI's estate, among other things.

ESI filed a separate motion for Court approval of the settlement
agreement, which is a condition to the effectiveness of the Plan.

                        About Extended Stay

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

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

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


EXTENDED STAY: Proposes to Enter Into Agreement with CWCapital
--------------------------------------------------------------
Extended Stay Inc. and its units ask Judge James Peck to allow
Extended Stay Inc. to enter into an agreement with its debtor
affiliates and CWCapital Asset Management LLC.

The parties' Agreement was hammered out to settle various
intercompany issues, including (i) causes of action by, and
funding for, ESI's estate, and (ii) claims on the assets to be
transferred to the sponsors of the restructuring plan or the new
reorganized company, among other things.

                ESI Causes of Action & Releases

Some of the Debtors are borrowers of a $4.1 billion prepetition
loan under a Mortgage Loan Agreement dated June 11, 2007.  ESI
guaranteed certain obligations under the Loan Agreement pursuant
to a guaranty deal dated June 11, 2007.  The guaranty obligation
represents one of the largest potential claims against ESI's
estate.

Pursuant to the Debtors' Restructuring Plan, a group of investors
led by Centerbridge Partners L.P. will acquire the affiliates of
ESI, but not ESI.  CW Capital, the special servicer of U.S. Bank
N.A., sought a release of any potential claims by ESI pursuant to
the guaranty.  Thus, the proposed Plan provides for releases of
potential claims and causes of action by ESI.

In order to assuage concerns that any potential claims or causes
of action may be lost, the Debtors' Plan also provides for the
establishment of a litigation trust, into which various alleged
claims and causes of action will be transferred.  The Litigation
Trust serves as a mechanism to preserve alleged claims and
provides funding to pursue those claims.

The Litigation Trust will be funded with $5 million on the date
that the Plan becomes effective.  Although ESI is not included in
the current Plan, it incorporates a settlement pursuant to which
ESI's estate will also have an interest in the Litigation Trust.

Initially, the proposed Plan did not specify that causes of
action belonging to ESI would be transferred to the Litigation
Trust.  The current version of the Plan now includes ESI's causes
of action in the Litigation Trust upon the request of the
Official Committee of Unsecured Creditors.

                   Other Intercompany Issues

Aside from its various management agreements with ESI and its
debtor affiliates, HVM LLC also entered into a G&A Expense
Reimbursement Agreement and a Services Agreement with ESI and
Homestead Village Management LLC.

As the indirect parent of many of the Debtor Borrowers of the
$4.1 billion mortgage loan, ESI has no independent need for the
G&A Agreement.  Nevertheless, after the Plan is declared
effective, ESI will still need the services of HVM LLC.   Thus,
it is expected that ESI and HVM LLC will enter into a new
services agreement with the Centerbridge group or the new
reorganized company.

Other issues that need to be resolved through the settlement
agreement include ESI's lack of sufficient funds to wind down its
estate and allegations that ESI holds an interest in some assets
of its debtor affiliates that will be indirectly acquired by the
Centerbridge-led group.

                    ESI Settlement Agreement

To address all the intercompany issues, the parties' Settlement
Agreement contains these terms:

  (1) ESI will release the members of the Creditors Committee,
      the Centerbridge group and other parties from all claims
      relating to it or its debtor affiliates, existing as of
      Plan Effective Date or arising thereafter on the first
      date that both of these events have occurred: (i) the
      Court enters an order approving the terms of the
      settlement, and (ii) the proposed plan becomes effective.

  (2) CWCapital will release ESI from all claims arising under
      or related to the June 11, 2007 Guaranty on the first date
      that both of these events have occurred: (i) the Court
      enters an order approving the terms of the settlement, and
      (ii) the proposed plan becomes effective.

  (2) ESI's debtor affiliates will transfer $750,000 to ESI for
      payment of administrative expenses and other costs
      associated with winding down ESI's estate.

  (3) On the date the Settlement becomes effective, ESI will be
      deemed to have waived all claims of ownership of assets
      owned by its debtor affiliates or to be transferred
      pursuant to the proposed plan or the investment agreement
      between the Debtors and the CEnterbridge group.

  (4) On the date the Settlement becomes effective, ESI will be
      deemed to have transferred to the Litigation Trust all
      claims and causes of action under Sections 502(d), 542
      through 551 and 553 of the Bankruptcy Code, and any other
      potential claims and causes of action referenced in the
      examiner's report.

  (5) On or before the Plan Effective Date, ESI will assume and
      assign the G&A Agreement and the Services Agreement to its
      debtor affiliates that are borrowers of the prepetition
      Mortgage Loan.

  (6) In return for the transfer of its causes of action to the
      Litigation Trust, ESI will be a beneficiary of the trust.
      Recoveries from the Litigation Trust will be available for
      distribution to ESI's creditors based on a plan of
      reorganization or liquidation to be filed for ESI or in
      connection with its liquidation and dissolution under
      state law, as applicable.

A full-text copy of the ESI/CWCapital Settlement Agreement is
available for free at:

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

The Court will hold a hearing on July 20, 2010, to consider ESI's
request.  Deadline for filing objections is July 15, 2010.

                        About Extended Stay

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

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

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


EXTENDED STAY: Wants Until November 30 to Decide on Leases
----------------------------------------------------------
Extended Stay Inc. and its affiliated debtors ask Judge Peck to
give them until November 30, 2010, to decide on whether to assume
or reject their unexpired nonresidential real property leases.

Jacqueline Marcus, Esq., at Weil Gotshal & Manges LLP, in New
York, says the Debtors need the five-month extension "to
determine the best course of action" with respect to the Leases.

Ms. Marcus tells the Court that a group of investors led by
Centerbridge Partners L.P. is likely to request that the Debtors
assume the Leases as part of the plan confirmation process.  "The
Debtors do not want to make any binding decisions regarding the
leases separate and apart from the confirmation process," she
reveals.

The Centerbridge group was selected as the winning bidder at the
May 27, 2010 auction to sponsor the restructuring plan of ESI's
74 affiliated debtors.

The counterparties to the Leases have already consented to the
proposed five-month extension, according to Ms. Marcus.

Judge Peck will consider approval of the Debtors' request at a
hearing scheduled for July 20, 2010.  Deadline for filing
objections is July 15.

In the meantime, the Debtors have sought and obtained a bridge
order for an extension of the Lease Decision Period through the
time at which the Court issues a ruling on their request.

                        About Extended Stay

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

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

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


FAIRPOINT COMMS: BofA Taps Willkie Farr as Counsel
--------------------------------------------------
Willkie Farr & Gallagher LLP, in New York, the incoming counsel
for Bank of America, N.A., informs the U.S. Bankruptcy Court
handling the Chapter 11 case of FairPoint Communications that by a
stipulation among the parties, it is taking the place of Bank of
America's outgoing counsel, Kaye Scholer LLP.

                   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: Continues to Expand Broadband Reach in NH
----------------------------------------------------------
FairPoint Communications has added even more neighborhoods and
communities to its ever expanding VantagePoint network, a fiber-
based high capacity network offering Internet services that
provide businesses and residents with a better, faster way to
communicate.  This spring more than 8,900 homes and businesses in
24 communities across New Hampshire have been added to the
VantagePoint network including new areas in Dover, Enfield,
Gilford, and North Hampton.

More than $111 million has been invested by FairPoint in the
communications infrastructure and technology to bring the
VantagePoint network to northern New England; including building
more than 411 miles of new fiber across the region.  With speed
options as fast as 15megabits per second (Mbps), downloading
entire movies will now take a few short minutes.  Broadband
service on the VantagePoint network provides customers
with the ability to smoothly stream live video, play online games
at lightning speeds and upload photos and large files with ease.
Always on broadband access provides nearly instant connections to
information, news and entertainment.

"FairPoint has spent the last year and a half building a secure
network infrastructure that will allow customers to transport
data, voice and video content over a flexible and scalable
network," said Teresa Rhodes Rosenberger, New Hampshire state
president for FairPoint.   "This advanced technology enables
broadband to be delivered to additional neighborhoods and allows
FairPoint to offer its customers products that provide faster
access to the Internet."

Qualified customers who sign up for an annual plan can choose
FairPoint High-Speed Internet Service for $35.99 with download
speeds up to 3 Mbps. Sign up today and get the service for as low
as $9.99 for the first 6 months or add voice service with
FairPoint DoublePlay Bundle for as low as $56.99 for the first
year of service.  Customers who sign up now for FairPoint
DoublePlay get high-speed Internet with a dedicated connection,
and unlimited local and long distance service.  All plans include
a dedicated connection with always-on access, a 30-day money back
guarantee, free FairPoint Security Suite, nine email accounts,
and 10 Megabytes of personal web space.  FairPoint High-Speed
Internet features live support 24 hours a day, 7 days a week.

Other speeds are available at other promotional rates.

                   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)


FIRST FOLIAGE: Gets Court's Interim Nod to Use Cash Collateral
--------------------------------------------------------------
First Foliage, L.C., sought and obtained interim authorization
from the Hon. Laurel Myerson Isicoff of the U.S. Bankruptcy Court
for the Southern District of Florida to use the cash collateral
securing their obligation to their prepetition lenders, including
Bank of America and/or GMAC Commercial Finance, LLC.

As of the Petition Date, BofA is owed approximately $24 million,
and GMAC is owed approximately $1.4 million.  As of the Petition
Date, the Debtor had approximately $200,000 of unrestricted cash
on hand.  The cash on hand is maintained at accounts with
Community Bank of Homestead.  Neither of the Lenders has control
of the bank accounts.

Luis Salazar, Esq., an attorney at Infante, Zumpano, Hudson &
Miloch, LLC, the attorney for the Debtor, explains that the Debtor
needs the money to fund its Chapter 11 case, pay suppliers and
other parties.

In exchange for using the cash collateral, the Debtors propose to
grant BofA and GMAC replacement liens on all post-petition
property that is of the same nature and type of each lender's pre-
petition collateral.

The Court has set a final hearing for July 8, 2010, at 1:30 p.m.

Homestead, Florida-based First Foliage, L.C., filed for Chapter 11
bankruptcy protection on June 23, 2010 (Bankr. S.D. Fla. Case No.
10-27532).  Luis Salazar, Esq., who has an office in Coral Gables,
Florida, assists the Company in its restructuring effort.  The
Company listed $50,000,001 to $100,000,000 in assets and
$10,000,001 to $50,000,000 in liabilities.


FORD MOTOR: Reports 15% Increase in June Sales
----------------------------------------------
Ford Motor Company said its newest models helped the company
conclude a strong first half as Ford, Lincoln and Mercury dealers
delivered 170,900 new vehicles in June -- a 15% increase versus a
year ago.  Year-to-date sales totaled 954,745, up 28% with growth
across Ford's full family of cars (up 27%), utilities (up 24%) and
trucks (up 32%).

Sales for the 2011 F-Series Super Duty were 58% higher than a year
ago, capturing more than 50% of the heavy duty pickup segment --
believed to be the first time since year 2000 that Super Duty has
achieved a 50% share.

Retail sales for the Mustang were 37% higher than a year ago.
Since the arrival of the 2011 model, featuring new V-6 and V-8
engines that deliver more horsepower and improved fuel economy,
Mustang's share has climbed to a level not seen in 13 months.

Another new product, the Ford Fiesta, is on its way to U.S.
dealers and their customers.  Highly-acclaimed in Europe and Asia,
the Fiesta is the first car developed by ONE Ford's global product
development system.

"New products continue to drive Ford's success," said Ken Czubay,
Ford vice president, U.S. Marketing, Sales and Service. "Ford and
its dealers continue to offer customers the strongest value
proposition -- leading fuel economy, quality and resale value on a
wide range of vehicles.  That's why our business is growing."

In June, Ford retail sales were up 15% versus a year ago, and Ford
gained retail market share for the 20th time in the last 21
months. Fleet sales also were up 15%, primarily reflecting higher
sales of Ford's hard-working trucks to commercial customers.

                         About Ford Motor

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

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

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

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


GENERAL GROWTH: $418,500 in Claims Change Hands for June
--------------------------------------------------------
The Clerk of Court recorded these entities' transfers of claims
totaling $418,557 for the month of June 2010.

Transferor               Transferee        Claim No.   Claim Amt.
----------               ----------        --------    ----------
International            Liquidity           9093        $220,049
Environmental            Solutions, Inc.
Management Inc.

International            Liquidity           9453         195,726
Environmental            Solutions, Inc.
Management Inc.

Toms Sewer & Drain       Sierra Liquidity     -             1,830
Service, LLC             Fund, LLC.

Southwest Engineers      Sierra Liquidity     -               952
                        Fund, LLC

The total amount of claims transferred for the month of May 2010
is lower compared to the total amount of claims transferred in
June 2010.

                     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: Reports 2009 401(k) Savings Plan
------------------------------------------------
General Growth Properties, Inc., filed with the Securities and
Exchange Commission the 401(K) Savings Plan on Form 11-K for the
year ended December 31, 2009, of its general partner, GGP Limited
Partnership.

Vanguard Fiduciary Trust Company is the trustee of the Plan.  The
Plan is designed to encourage and assist eligible employees to
adopt a regular program of savings to provide for their
retirement.  The Plan is a defined contribution plan covering all
full-time and part-time employees of the GGP LP and its affiliates
and subsidiaries.  Employees are eligible to participate in the
Plan on their first day of employment with the
Company or once the employees attain the age of 18.  Certain
individuals at locations managed by GGP LP are either employees of
companies not owned or controlled by GGP LP or are covered by
other qualified plans and therefore are not eligible to
participate in the Plan.  The Plan is subject to the provisions of
the Employee Retirement Income Security Act of 1974 and the
financial statements and schedules presented are in accordance
with the financial reporting requirements of ERISA.

                        Contributions

Under the Plan, subject to certain limitations, each participant
is allowed to make before-tax contributions in 1% increments up to
50% of gross earnings.  For 2009, a participant's before-tax
contribution was generally limited to $16,500.  For 2009,
participants age 50 and over were eligible to contribute a before-
tax catch-up contribution of up to $5,500.  Participants may also
designate all or part of their Plan contributions as Roth 401(k)
contributions, which are after-tax contributions.
GGP LP adds to a participant's account through a matching
contribution up to 5% of the participant's annual earnings
contributed to the Plan.  GGP LP will match 100% of the first 4%
of earnings contributed by each participant and 50% of the next 2%
of earnings contributed by each participant.

                  Participant Accounts

Separate accounts are maintained for each Plan participant.  Each
participant's account is credited with the participant's
contributions, rollover deposits and allocations of GGP LP'
contributions and Plan earnings, and charged with an allocation of
Plan losses and administrative expenses.  Allocations are based on
participant earnings or account balances as defined in the Plan.
The benefit to which a participant is entitled is limited to the
benefit that can be provided from the participant's vested
account.  Participants designate which investment option or
combination of options in which their contributions and GGP LP's
matching contributions are to be invested.

At December 31, 2009, the Plan offered these investment options:

* Twenty-three registered investment companies which offer
   investments in stocks, bonds and cash-equivalents;

* Common stock of GGP LP's parent, GGP, a publicly-traded real
   estate investment trust; and

* Vanguard Retirement Savings Trust, a collective investment
   trust, which invests primarily in investment contracts
   issued by insurance companies, banks or other financial
   institutions.  On December 1, 2008, the Vanguard Brokerage
   Option was closed to new contributions.  Contributions made
   to the Vanguard Brokerage Option prior to December 1, 2008
   may remain invested.

Between January 1 and April 20, 2009, contributions to the
Employee Stock Fund were restricted to amounts that did not cause
the contributing employee's holdings in GGP's common stock to
exceed 20% of his or her total Plan account balance.  On April 21,
2009, the Employee Stock Fund was closed to all new contributions.
Contributions made to the Employee Stock Fund prior to April 21,
2009 may remain invested.

                    Participant Loans

Participants may borrow against their account, subject to certain
administrative rules.  The minimum loan that will be made is
$1,000 and the total of any individual participant's loan or loans
may never exceed the lesser of 50% of the participant's total
vested account balance or $50,000.  The loans are secured by the
balance in the participant's account and bear interest at the
prime rate on the first business day of the month in which the
loan is made plus one percent.  The term of a loan may not exceed
five years, unless the loan qualifies as a primary residence loan,
in which case the term may not exceed 20 years. Principal and
interest are due each pay period.  Participant loans are due and
payable within 90 days upon termination of employment.

Participants are vested immediately in employee and employer
contributions for contributions made on or after January 1, 1998.

                       Termination

Although it has not expressed any intent to do so, GGP LP reserves
the right to partially or completely terminate the Plan, subject
to the provisions of the Plan and ERISA.  Upon a complete or
partial termination of the Plan, all affected participant's
benefits will be distributable to the participant or the
participant's beneficiary.

                      Payment of Benefits

Upon termination of service due to death, disability, retirement
on or after attaining the Plan's normal retirement age of 60, or
termination of employment, the balances in the participant's
separate accounts may be paid in lump sum to the participant, or
in the event of death, the participant's beneficiary.  Prior to
termination of service, a participant may withdraw contributions
by claiming hardship.  General Growth stock will be distributed
in cash or stock, as elected by the Participant.  All other
distributions will be made in cash.  Terminated participants'
vested account balances less than $5,000 and greater than $1,000
will be transferred into an eligible retirement plan, unless the
participant elects to receive the distribution directly or to
have the distribution paid directly to an eligible retirement
plan specified by the participant.  For participant account
balances of $1,000 or less, lump sum cash distributions will be
made.

A full-text copy of General Growth's 401(k) Report on Form 11-K
is available for free at http://ResearchArchives.com/t/s?659a

                   General Growth 401(k) Plan
          Statement of Net Assets Available for Benefits
                as of December 31, 2009

Assets:
Participant-directed investments:
Registered investment companies                 $195,828,812
Employer stock fund                                25,765,026
Vanguard Retirement Savings Trust                 44,153,352
Vanguard Brokerage Option                          1,465,691
Outstanding participant loans                      4,810,380
                                               -------------
Total investments                                272,023,261
                                               -------------

Receivables:
Employer contributions                               955,952
Participant contributions                            555,563

                                               -------------
Total receivables                                 1,511,515
                                               -------------
Net Assets Available for Benefits at Fair Value   273,534,776

Adjustments from fair value to contract
value for fully benefit-responsive
investment contracts                                (954,514)
                                               -------------
Net Assets Available for Benefits                $272,580,262
                                               =============

              General Growth 401(K) Savings Plan
               Statement of Changes in Net Assets
                     Available for Benefits
             For the Year Ended December 31, 2009

Investment Income
Interest and dividend income                      $5,287,280
Net depreciation in fair value of investments     60,980,186
                                               -------------
Total investment loss                             66,267,466
                                               -------------

Contributions:
Participants                                      14,350,622
Employer                                           8,881,307
                                               -------------
Total contributions                               23,231,929
                                               -------------
Total investment loss and contributions           89,499,395
                                               -------------
Deductions from Net Assets Attributable to:
Benefit payments                                  19,508,726
Administrative expenses                               62,312
Other                                                149,835
                                               -------------
Total deductions from net assets                  19,720,873
                                               -------------

Net Decrease in Plan Assets                        69,778,522

Net Assets Available for Benefits
Beginning of year                                202,801,740
                                               -------------
End of year                                     $272,580,262
                                               =============

                     About General Growth

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

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

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


GENERAL MOTORS: Personal-Injury Suits vs. New GM Halted by Judge
----------------------------------------------------------------
Bill Rochelle at Bloomberg News reports a bankruptcy judge in
Manhattan entered an order stopping personal injury suits against
new General Motors.  Six plaintiffs with PI claims against old
General Motors Corp. tried to sue new GM.

Mr. Rochelle recounts that when old GM, now formally named Motors
Liquidation Co., sold the core business to new GM, personal-injury
plaintiffs were precluded by the terms of sale from suing the
buyer on account of autos sold before bankruptcy.  When the
operations were sold, old GM received 10% of the stock of the new
company plus warrants for 15%.

According to the Bloomberg report, the warrants will be worth
something if the new company is profitable enough to raise the
company's value to specified levels.  New GM is 60.8%-owned by the
U.S. government.

                       About General Motors

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

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

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

                   About Motors Liquidation

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

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

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


GENERAL MOTORS: Sales of Four Brands Increase 36% in June
---------------------------------------------------------
General Motors Co. said June sales for Chevrolet, Buick, GMC and
Cadillac increased by a combined 36% to 194,828 units in the
United States.  This is the sixth straight month in which sales
for GM's brands increased year-over-year by more than 20%. Year-
to-date sales for the four brands also have risen 32% to 1,069,577
units -- an increase of 258,368 units compared to last year.

The increase was fueled by the continuing success of the company's
launch vehicles, its growing sales of compact, midsize and luxury
crossovers, and some recovery in the markets for pickups and full-
size SUVs.

The resurgence in large pickup truck sales was a key factor behind
June's results, according to Don Johnson, vice president, U.S.
Sales Operations. Combined sales of the Chevrolet Silverado,
Chevrolet Avalanche, and GMC Sierra were up 27% for the month,
compared to June 2009 and are up 12% year-to-date.

"As companies continue to invest in their businesses, we expect
this segment to continue to recover," said Johnson. "We think the
release of some pent up demand in the pickup market is an
indication that a fundamental part of the U.S. economy is
gradually strengthening."

GM's launch vehicles continue to be a driving factor behind the
company's sales increases. Retail sales of the Chevrolet Equinox
and Camaro, Buick LaCrosse and Regal, GMC Terrain, and Cadillac
SRX and CTS Wagon have increased 222% year-to-date through June
and totaled 172,083. This represents about one out of every four
retail sales for GM.

                         About General Motors

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

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

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

                   About Motors Liquidation

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

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

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


GRUPO TMM: Substantial Losses Prompt Going Concern Doubt
--------------------------------------------------------
Grupo TMM, S.A.B., filed on June 30, 2010, its annual report on
Form 20-F for the fiscal year ended December 31, 2009.

Salles, Sainz - Grant Thornton, S.C., in Mexico City, Mexico,
expressed substantial doubt about the Company's ability to
continue as a going concern after auditing the Company's financial
statements for the year ended December 31, 2009.  The independent
auditors noted that the Company has sustained substantial losses
from continuing operations during the past five years.

The Company reported a net loss of $95.7 million on $308.4 million
of revenue for 2009, compared with net income of $75.4 million on
$363.0 million of revenue for 2008.

Operating income increased 163.4% to $29.5 million for 2009 from
an operating income of $11.2 million for 2008.

Other (expenses) income -- net was ($5.7) million for 2009,
compared to $8.7 million for 2008.  Other (expenses) income -- net
for 2009 included primarily: $3.5 million of goodwill impairment
and $1.2 million from lease equipment expenses.  Other (expenses)
income - net for 2008 included primarily: $17.7 million from a
gain on the sale of certain non-strategic subsidiaries, which was
partially offset by $4.7 million of goodwill impairment, and
$3.8 million from lease equipment expenses.

Net financing cost recognized during the year ended December 31,
2009, was a $118.4 million expense, compared to a $75.6 million
credit incurred during the year ended December 31, 2008.  The
increase was primarily due to the recognition of significant
currency exchange losses on the Company's Peso-denominated debt as
a result of the revaluation of the Peso in 2009 and significant
currency exchange gains on its Peso-denominated debt as a result
of the devaluation of the Peso in 2008.

The Company's balance sheet at December 31, 2009, showed
$1.003 billion in assets, $882.7 million of liabilities, and
$119.8 million of stockholders' equity.

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

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

Headquartered in Mexico City, Grupo TMM, S.A.B. (NYSE: TMM and
BMV: TMM A) -- http://www.grupotmm.com/-- is one of the largest
integrated logistics and transportation companies in Mexico
providing specialized maritime services and integrated logistics
services, including trucking services and ports and terminals
management services, to premium clients throughout Mexico.


HAWK CORP: S&P Puts 'B' Rating on CreditWatch Developing
--------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its 'B'
corporate credit and senior unsecured debt ratings on Cleveland,
Ohio-based Hawk Corp. on CreditWatch with developing implications.

"The CreditWatch placement follows Hawk's announcement that its
board of directors has begun to explore and consider possible
strategic alternatives to improve shareholder value, including a
possible sale of the company," said Standard & Poor's credit
analyst Gregoire Buet.  The company has retained a financial
advisor to assist in this process.

The CreditWatch developing reflects the potential for Standard &
Poor's to either raise or lower its ratings on Hawk, depending on
S&P's assessment of the changes from these actions to the
company's current business and financial risk profile.   S&P's
review will consider the company's ownership structure, capital
structure, liquidity profile, and expected financial policy.

Hawk is a supplier of friction materials for brakes, clutches and
transmissions used in airplanes, trucks, construction and mining
equipment, farm equipment, and recreational and performance
automotive vehicles.  The company also manufactures fuel cell
components.  The company had revenues of 172 million in 2009.  The
steep economic downturn in 2009 hurt operating performance, but
the environment and the company's financial performance have been
improving in the first half of 2010.

Standard & Poor's expects to resolve the CreditWatch listing after
the company announces or completes a specific transaction or
otherwise concludes the review of strategic alternatives.  S&P
could revise the CreditWatch implications to positive or negative
as more information related to these alternatives emerges.  S&P
could raise the corporate credit rating if these alternatives
positively affect Hawk's business risk and/or financial risk
profiles.  Conversely, if these alternatives lead to a meaningful
deterioration of the business and/or financial profile, S&P could
lower the rating.  S&P could also affirm the existing ratings if
S&P considers that the company's business and financial risk
profile will remain unchanged.


HOKU CORP: Delays Filing of Annual Report for FY 2010
-----------------------------------------------------
Hoku Corporation, formerly Hoku Scientific, Inc., said its annual
report on Form 10-K for the fiscal year ended March 31, 2010,
could not be filed within the prescribed time period.

"Because the Company and Hoku Materials were unable to complete
the negotiation of and enter into the Amendment [to the Supply
agreement with Wuxi Suntech Power Co., Ltd.] and the Credit
Agreement [with the New York branch of the China Construction Bank
Corporation] until June 29, 2010, and June 30, 2010, respectively,
and prior to their completion there was significant uncertainty
regarding the outcome and timing, the Company could not give
effect to the transactions' potential impact on the disclosures
set forth in, and the financial statements required to be filed
with, the Form 10-K, without unreasonable effort and expense.  The
Company anticipates filing of the Form 10-K on or before the
fifteenth calendar day following the prescribed due date."

The Company anticipates that unless it is able to secure adequate
additional capital, the report of its independent registered
public accounting firm on its consolidated financial statements
for the year ended March 31, 2010, would contain an explanatory
paragraph indicating substantial doubt about the Company's ability
to continue as a going concern.

                      About Hoku Scientific

Honolulu, Hawaii-based Hoku Corporation (NASDAQ: HOKU) --
http://www.hokucorp.com/-- is a diversified clean energy products
and services company with three business units: Hoku Materials,
Hoku Solar and Hoku Fuel Cells.  Hoku Materials manufactures,
markets and sells polysilicon for the solar market from its plant
currently under construction in Pocatello, Idaho.  Hoku Solar
markets and installs turnkey photovoltaic systems and provides
related services.  Hoku Fuel Cells has developed proprietary fuel
cell membranes and membrane electrode assemblies for stationary
and automotive proton exchange membrane fuel cells.

In connection with the Company's Annual Meeting of Stockholders
that was held on March 15, 2010, the Company's Stockholders
approved an amendment to its Certificate of Incorporation to
change its name from Hoku Scientific, Inc. to Hoku Corporation.
The Certificate of Amendment of the Amended and Restated
Certificate of Incorporation was filed with the Delaware Secretary
of State on March 16, 2010.

The Company's balance sheet as of December 31, 2009, showed
$298.3 million in assets, $185.2 million of debts, and
$113.1 million of stockholders' equity.


HOKU CORP: Gets $28.3MM Loan from China Construction Bank
---------------------------------------------------------
Hoku Corporation, formerly Hoku Scientific, Inc., announced
Wednesday that it had entered into a $28.3 million credit
agreement with the New York branch of China Construction Bank, the
second largest commercial bank by assets in China and the second
largest bank in the world by market capitalization.  The proceeds
will be used toward completion of the development and construction
of the polysilicon production plant under construction by Hoku's
subsidiary, Hoku Materials, Inc., in Pocatello, Idaho.

In May 2010, Hoku reported the receipt of $20 million in similar
debt financing from China Merchants Bank.

Hoku has 90 days to borrow all $28.3 million that is available
under the credit agreement, and must repay all borrowed amounts on
June 14, 2012.  Loans under the credit agreement will be secured
by a standby letter of credit drawn by Tianwei New Energy Holdings
Co., Ltd. in Chengdu, China and issued to the New York branch of
China Construction Bank, as collateral.  Tianwei New Energy
Holdings Co., Ltd. currently holds approximately 60% of Hoku's
outstanding capital stock.

Interest on borrowed amounts will accrue at the three-month LIBOR
rate plus 1.875%, and is payable in arrears every three months.
Hoku will pay a facility fee of $70,750 and commitment fee of
1.875% on the un-utilized amount of the credit agreement during
its 90-day available period.  In addition, Hoku will reimburse
Tianwei for its fees and expenses in providing the standby letter
of credit.

Scott Paul, president & CEO of Hoku Corporation, said, "As we
continue to advance construction of our facility and look ahead to
the planned ramp up to the commercial production of polysilicon,
we are very pleased to have the strong backing of both Tianwei and
China Construction Bank.  These funds substantially replace the
prepayments formerly expected from Suntech Power, and are expected
to be sufficient to commence initial commercial production runs at
our polysilicon facility."

Qiang Ding, chairman of Tianwei New Energy Holdings Co., Ltd.,
said, "We are pleased by the support of China Construction Bank,
and continue working very closely with the Hoku team to help
ensure the success of their plant commissioning efforts."

              About Tianwei New Energy Holdings Co.,
             Ltd. and Baoding Tianwei Group Co., Ltd.

Tianwei New Energy Holdings Co., Ltd. is based in Chengdu, China,
and has total combined assets of approximately 2.7 billion Yuan
(US$400 million).  The Company is a subsidiary of Baoding Tianwei
Group Co., Ltd, a leading Chinese manufacturer of power
transmission equipment and green energy products.  As of
December 31, 2008, Tianwei Group had 8,000 employees, total
combined assets of approximately 18.5 billion Yuan
(US$2.7 billion), annual revenue in 2008 of approximately
11.2 billion Yuan (US$1.6 billion), and net profits of
1.22 billion Yuan (US$ 179 million).

                      About Hoku Scientific

Honolulu, Hawaii-based Hoku Corporation (NASDAQ: HOKU) --
http://www.hokucorp.com/-- is a diversified clean energy products
and services company with three business units: Hoku Materials,
Hoku Solar and Hoku Fuel Cells.  Hoku Materials manufactures,
markets and sells polysilicon for the solar market from its plant
currently under construction in Pocatello, Idaho.  Hoku Solar
markets and installs turnkey photovoltaic systems and provides
related services.  Hoku Fuel Cells has developed proprietary fuel
cell membranes and membrane electrode assemblies for stationary
and automotive proton exchange membrane fuel cells.

In connection with the Company's Annual Meeting of Stockholders
that was held on March 15, 2010, the Company's Stockholders
approved an amendment to its Certificate of Incorporation to
change its name from Hoku Scientific, Inc. to Hoku Corporation.
The Certificate of Amendment of the Amended and Restated
Certificate of Incorporation was filed with the Delaware Secretary
of State on March 16, 2010.

The Company's balance sheet as of December 31, 2009, showed
$298.3 million in assets, $185.2 million of debts, and
$113.1 million of stockholders' equity.


ILLINOIS: Not Paying Bills; Faces $12 Bil. in Budget Deficit
------------------------------------------------------------
Michael Powell at The New York Times reports that the state of
Illinois' comptroller, Daniel W. Hynes, said the state owes
$5.01 billion to schools, rehabilitation centers, child care, and
the state university.  "It's getting worse every single day," he
says in his downtown office, according to the NY Times.

"This is not some esoteric budget issue; we are not paying bills
for absolutely essential services," Mr. Hynes says. "That is
obscene."

Illinois is facing at least $12 billion in budget deficit.

The NY Times says legislators left the capital this month without
deciding how to pay 26% of the state budget.  The governor
proposes to borrow $3.5 billion to cover a year's worth of pension
payments, a step that would cost about $1 billion in interest.
Every major rating agency has downgraded the state; Illinois now
pays millions of dollars more to insure its debt than any other
state in the nation.


INT'L COMMERCIAL: Reports $75,000 Q1 Loss; Prior 10-Qs Also Filed
-----------------------------------------------------------------
International Commercial Television Inc. filed its quarterly
report on Form 10-Q, reporting $75,128 net loss on $1.3 million
net sales for the three months ended March 31, 2010, compared with
$114,269 net loss on $2.8 million net sales for the same period a
year ago.

The Company's balance sheet at March 31, 2010, showed $1.3 million
in total assets and $1.6 million in total liabilities, for a
$365,903 total stockholders' deficit.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?65b0

                         Q2 2009 Results

The Company reported net income of $92,996 on $1.2 million of net
sales for the three months ended June 30, 2009, compared with a
net loss of $862,399 on $3.2 million of net sales for the same
period a year ago.  The Company's balance sheet at June 30, 2009,
showed $2.1 million in total assets and $2.2 million in total
liabilities, for a stockholders' deficit of $85,739.  A full-text
copy of the Company's Form 10-Q is available for free at
http://ResearchArchives.com/t/s?65d8

                          Q3 2009 Results

The Company reported a $137,209 net loss on $744,248 of net sales
for the three months ended Sept. 30, 2009, compared with a net
loss of $1.2 million on $4.9 million of net sales for the same
period a year ago.  The Company's balance sheet at Sept. 30, 2009,
showed $1.6 million total assets and $1.8 million total
liabilities, for a 222,948 total stockholders' deficit.   A full-
text copy of the Company's Form 10-Q is available for free at
http://ResearchArchives.com/t/s?65d9

                   About International Commercial

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.

                        Going Concern Doubt

According to 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.  The independent auditors noted that of the
Company's recurring losses from operations and negative cash
flows.  The Company reported a net loss of $241,135 on $5,898,707
of revenue for the three months ended March 31, 2010, compared
with a net loss of $3,156,244 on $15,370,765 of revenue for the
same period a year ago.  The Company's balance sheet as of March
31, 2010, showed $1,582,209 in assets and $1,872,984 of
liabilities, for a stockholders' deficit of $290,775.


ISA CAPITAL: Fitch Downgrades Issuer Default Ratings to 'BB+'
-------------------------------------------------------------
Fitch Ratings has upgraded ISA Capital do Brasil S.A.'s foreign
and local currency Issuer Default Ratings to 'BB+' from 'BB'.
Concurrently, Fitch has upgraded Isa Capital's US$31.6 million of
notes outstanding due 2017 to 'BBB-' from 'BB'.  The Rating
Outlook is Stable.  Fitch has also upgraded Companhia de
Transmissao de Energia Eletrica Paulista's national scale rating
and its first debenture issuance to 'AA+(bra)' from 'AA(bra)'.

The rating actions reflect the strengthening of the Brazilian
electric power sector as well as its resilience during the recent
global economic crisis, especially the transmission segment.  The
Brazilian electricity regulatory framework is now considered
mature and stable, which lowers participants' exposure to
regulatory risk.  The current regulatory framework, which has been
in place for six years, has proven to be balanced and efficient in
attracting much needed investment to increase generation capacity
and strengthen transmission and distribution infrastructure.

The one notch rating uplift for ISA Capital outstanding bonds'
reflects its enhanced recovery prospects due to the refinancing of
the majority of its debt with (subordinated, debt like) preferred
equity.  The 2017 bonds are currently over-collateralized.  The
US$31.6 million (BRL57 million) of outstanding debt is secured by
ISA Capital's shares on CTEEP, which are currently value at
approximately BRL2.7 billion based on CTEEP's current market
capitalization value of BRL7.1 billion.

ISA Capital do Brasil's ratings reflect the strong credit quality
of CTEEP, its sole revenue source and only operating asset.
CTEEP's strong credit quality is attributable to the company's
monopoly position, its stable and predictable operating cash flow
and its financially sound credit profile.  The ratings also
reflect the noteholders' structural subordination to CTEEP's
obligations, as well as the company's concession renewal and
refinancing risks.

Structural Subordination:

ISA Capital's credit quality reflects the company's structural
subordination to CTEEP's obligations given that ISA only owns
37.6% of its total capital and does not receive the full benefits
of operating cash flow.  CTEEP's leverage is considered adequate
for the rating category, and ISA Captal's capital structure has
marginally improved after the company repurchased the bulk of its
debt outstanding and refinanced it with preferred equity.  As of
March 31, 2010, ISA Capital consolidated debt amounted to
approximately BRL2.8 billion.  This debt consisted of
approximately BRL1.5 billion at CTEEP and BRL1.26 billion at ISA
Capital (including its preferred shares).  This translates into a
leverage ratio of 2.2 times on a consolidated basis.

Strong Credit Metrics:

CTEEP's cash flow generation and cash flow distributions
(dividends) to ISA Capital are stable and predictable.  ISA
Capital's consolidated FFO interest coverage ratio of
approximately 5.7x as of March 31, 2010, was considered strong for
the rating category.  During the LTM ended March 31, 2010, ISA
Capital received approximately BRL255 million of dividends from
CTEEP, which compares favorably with interest expenses of
approximately BRL100 million.  Going forward, distributions from
CTEEP's are expected to range between BRL250 million and
BRL300 million per year, which ISA Capital will use to pay
dividends on preferred equity and service the remaining portion of
the 2017 bonds not tendered during 2010.

Low Business Risk And Stable Cash Flow Generation:

CTEEP's monopoly position stems from its exclusive right to
provide electricity transmission services through its two
concessions, which expire in 2015 and 2031.  Furthermore, two
CTEEP's concessions are located in the state of Sao Paulo, which
accounts for one-third of Brazil's overall GDP, making it one of
the largest electricity consumers in the country.  CTEEP's strong
market position should further benefit the company when it
participates in future bids for new transmission lines.  Whether
or not the regulator renews the company's concession in 2015 is
uncertain.

CTEEP cash flow generation is very stable and predictable,
exhibiting the low business risk profile of an electric
transmission utility company.  CTEEP's tariff-setting mechanism is
straightforward, receiving minor intervention from its regulator.
The company's tariffs are fixed and adjusted by inflation every
year, and 77.3% of its revenues will not be revised by the
regulator until 2015.  The balance is revised every four years.
Furthermore, CTEEP's revenues are exempt from volumetric risk as
its maximum permitted annual revenue is based on the electricity
transmission assets available to users, instead of the transmitted
electricity.

Concession Renewal Risk:

CTEEP generates the majority of its revenue through a concession
that expires in 2015, which is automatically adjusted annually by
inflation and regulator-approved investments.  Whether or not the
government renews the company's concession in 2015 is uncertain,
and this risk has been incorporated in the rating.  This
concession can be renewed for a period of 20 years at the
government's discretion.  Should the government not renew CTEEP's
concession in 2015, the company is entitled to received
compensation for the value of its assets net of depreciation.  If
this were to happen, the expected compensation plus CTEEP's
retained earnings are expected to generate enough distributions
for the holding company to service its financial obligations.
ISA Capital is a holding company created to participate in the
privatization of CTEEP.  The company was incorporated with a
US$380 million equity contribution by Interconexion Electrica S.A.
E.S.P. and a US$554 million bonds issuance.  CTEEP, ISA Capital's
sole source of revenue and only operating asset is CTEEP, an
electricity transmission company located in the state of Sao
Paulo.  CTEEP's bulk revenue is generated by a concession with
expiration date in 2015, which can be renewed for an additional 20
years at the regulator's discretion.

Key Rating Drivers:

ISA Capital rating changes will reflect changes on CTEEP's credit
quality, which in turn can be negatively impacted by a significant
increase in leverage and above expectations; regulatory
intervention in the tariff adjustment process; heightened
uncertainty regarding concession renegotiation process; and if
relevant off-balance-sheet contingencies become mandatory.
Improving macroeconomic conditions in Brazil coupled with a
sovereign rating upgrade and a continuously strong corporate
financial profile could lead to a positive impact.


JAPAN AIRLINES: Applies for Cargo Fuel Surcharge for July 2010
--------------------------------------------------------------
Japan Airlines has applied to the Japanese Ministry of Land,
Infrastructure, Transport and Tourism to revise down, from July 1,
2010, its international cargo fuel surcharge for flights departing
from Japan only.

Since April 1, 2009, JAL started adjusting its cargo fuel
surcharge levels on a monthly basis by using the one-month average
fuel price of Singapore kerosene of the month before last. As the
average fuel price of Singapore kerosene for the month of May in
2010 was US$88.26 per barrel, the benchmark fuel price used for
calculation of the fuel surcharge level in June will be within the
range of US$85.00 to US$89.99 per barrel.

The international cargo fuel surcharge will therefore decrease on
long-haul international routes from 87 yen per kg to 80 yen, on
medium-haul international routes from 75 yen per kg to 69 yen, and
on short-haul routes from 63 yen per kg to 58 yen accordingly.


                       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)


LAUREATE EDUCATION: Moody's Gives Stable Outlook, Keeps B2 Rating
-----------------------------------------------------------------
Moody's Investors Service revised Laureate Education, Inc's
ratings outlook to stable from negative.  Concurrently, Moody's
affirmed the company's B2 corporate family rating, B2 probability-
of-default rating, and its various debt ratings.  The outlook
revision reflects the company's solid enrollment growth supported
by the breadth of its presence in multiple geographies, many of
which are growing.  This enrollment growth has translated into
higher revenue and earnings, and improved credit metrics over the
past year.  The outlook revision also considers improvements in
free cash flow generation from the negative levels that were
reported in 2008.

The B2 corporate family rating continues to reflect Laureate's
high leverage based on debt to EBITDA, aggressive acquisition
activity, ongoing earnings volatility, vulnerability to interest
rate and currency fluctuations although recognizing the company's
efforts to manage these risks, and some school-specific challenges
at certain of its institutions that have impacted profitability.
However, the rating is supported by the company's prominent market
position in the international for-profit, post-secondary education
space, continuing successful execution on its growth-oriented
strategy, favorable industry fundamentals, and expectation for
positive GDP growth in most of the countries it operates, which
should support positive enrollment trends.  Although Moody's views
Laureate's liquidity profile as adequate given its significant
unrestricted cash balance and available capacity under its
revolving credit facility, there are significant calls on cash in
the form of minority put arrangements and mandatory debt payments.

These ratings were affirmed:

* Corporate Family Rating at B2;

* Probability-of-Default Rating at B2;

* $400 million senior secured revolving credit facility due 2013
  at B1 (LGD3, 43%);

* $937 million senior secured term loan due 2014 at B1 (LGD3,
  43%);

* $99 million delayed draw term loan due 2014 at B1 (LGD3, 43%);

* $260 million 10% senior unsecured notes due 2015 at Caa1 (LGD5,
  83%).  Point estimate revised from (LGD5, 82%);

* $473 million 10.25%/11% senior unsecured PIK toggle notes due
  2015 at Caa1 (LGD5, 83%).  Point estimate revised from (LGD5,
  82%);

* $286 million 11.75% senior subordinated notes due 2017 at Caa1
  (LGD6, 94%).

The last rating action was on September 21, 2009, when Moody's
affirmed Laureate's B2 corporate family rating and other ratings,
including the B1 rating on the then proposed upsized senior
secured term loan.

Laureate Education, Inc., is based in Baltimore, Maryland, and
operates a leading international network of accredited campus-
based and online universities with 49 institutions in 18
countries, offering academic programs to over 500,000 students
through over 100 campuses and online delivery.  Laureate had
revenues of approximately $2.4 billion in the twelve months ended
March 31, 2010.


LDK SOLAR: Posts $234 Million Net Loss in 2009
----------------------------------------------
LDK Solar Co., Ltd., filed its annual report on Form 20-F,
reporting a net loss of $234.0 million on $1.098 billion of
revenue for the year ended December 31, 2009, compared with net
income of $66.4 million on $1.643 billion of revenue for the year
ended December 31, 2008.

The revenue decrease was primarily due to the decline in the
average selling price of the Company's wafers, although there was
significant growth in the Company's wafer sales volume and
processing volume.

"Although the demand in our wafers has grown significantly since
the second quarter of 2009 and our wafer sales volume increased by
261.8 MW, or 41.2%, from 636.3 MW during the year ended
December 31, 2008, to 898.1 MW during the year ended December 31,
2009, the increase in sales volume was offset by the decrease in
average selling price of our wafers by 55.3% from $2.35 per watt
during the year ended December 31, 2008, to $1.05 per watt during
the year ended December 31, 2009.

"For the year ended December 31, 2009, our net loss after taxes
before non-controlling interests was $234.0 million, compared to a
net income of $66.4 million for the year ended December 31, 2008.
This decrease was primarily due to the decrease in gross profit as
a result of significant declines in the price of our PV products."

The Company's balance sheet at December 31, 2009, showed
$4.384 billion in assets, $3.507 billion of liabilities, and
$876.9 million of stockholders' equity.

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

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

"At December 31, 2009, the Company had a working capital deficit
of $833.6 million and an accumulated deficit of $32.8 million.
During the year ended December 31, 2009, we incurred a net loss of
$234.2 million [attributable to LDK Solar Co., Ltd. shareholders].
As of December 31, 2009, we had cash and cash equivalents of
$384.8 million, most of which are held by subsidiaries in China.
Most of our short-term bank borrowings and current installments of
our long-term debt totaling $978.6 million are the obligations of
these subsidiaries.  We may also be required by the holders of our
convertible senior notes to repurchase all or a portion of such
convertible senior notes with an aggregate principal amount of
$400.0 million on April 15, 2011.  These factors initially raised
substantial doubt as to our ability to continue as a going
concern.  We are in need of additional funding to sustain our
business as a going concern, and we have formulated a plan to
address our liquidity problem."

"However, we cannot assure you that we will successfully execute
our liquidity plan.  If we do not successfully execute such plan,
we may have substantial doubt as to our ability to continue as a
going concern."

                         About LDK Solar

LDK Solar Co., Ltd. (NYSE: LDK) -- http://www.ldksolar.com/-- is
a leading vertically integrated manufacturer of photovoltaic (PV)
products and the world's largest producer of multicrystalline
wafers.  LDK Solar manufactures polysilicon, mono and
multicrystalline ingots, wafers, modules, and engages in project
development activities in selected segments of the PV market.  LDK
Solar's headquarters and manufacturing facilities are located in
Hi-Tech Industrial Park, Xinyu City, Jiangxi Province in the
People's Republic of China.  LDK Solar's office in the United
States is located in Sunnyvale, California.


LDK SOLAR: Inks Module Supply Contract With Gestamp Solar
---------------------------------------------------------
LDK Solar Co., Ltd., LDK Solar Co., Ltd., has signed a contract to
supply solar modules to Spain-based Gestamp Asetym Solar, S.L., a
subsidiary of Gestamp Corporation.  Under terms of the agreement,
LDK Solar will deliver 15.8 megawatts (MW) of solar modules to
Gestamp Solar during the third quarter.

"We are very pleased to commence a relationship with Gestamp
Solar, a leader in the development of PV projects," stated
Xiaofeng Peng, Chairman and CEO of LDK Solar.  "As demonstrated by
this contract, we continue to experience solid demand for our
modules.  We hope to continue to expand our relationship with
Gestamp Solar and partner on future projects."

                       About Gestamp Solar

Gestamp Solar -- http://www.gestampren.com/-- is one of the
reference companies in the solar business, vertically integrating
all the processes needed in facilities both photovoltaic and solar
thermal: development, design and manufacture of components,
construction, operation and maintenance.

The company, with presence in Spain, Italy, USA, India, France and
South Africa, has built two of the ten largest photovoltaic plants
in the world located in Murcia, Spain.  Currently, it manages a
total of 85 Mwp.

                         About LDK Solar

LDK Solar Co., Ltd. (NYSE: LDK) - http://www.ldksolar.com/- is a
leading vertically integrated manufacturer of photovoltaic (PV)
products and the world's largest producer of multicrystalline
wafers.  LDK Solar manufactures polysilicon, mono and
multicrystalline ingots, wafers, modules, and engages in project
development activities in selected segments of the PV market.  LDK
Solar's headquarters and manufacturing facilities are located in
Hi-Tech Industrial Park, Xinyu City, Jiangxi Province in the
People's Republic of China.  LDK Solar's office in the United
States is located in Sunnyvale, California.

The Company's balance sheet at December 31, 2009, showed
$4.384 billion in assets, $3.507 billion of liabilities, and
$876.9 million of stockholders' equity.


LEXI DEV'T: Wants to Hire Meland Russin as Bankruptcy Counsel
-------------------------------------------------------------
Lexi Development Company, Inc., has asked for authorization from
the U.S. Bankruptcy Court for the Southern District of Florida to
employ Meland Russin & Budwick, P.A., as bankruptcy counsel.

Meland Russin will, among other things:

     a. advise the Debtor with respect to its responsibilities in
        complying with the U.S. Trustee's Operating Guidelines and
        Reporting Requirements and with the rules of the Court;

     b. prepare motions, pleadings, orders, applications,
        adversary proceedings, and other legal documents necessary
        in the administration of the case;

     c. protect the interest of the Debtor in matters pending
        before the Court; and

     d. represent the Debtor in negotiation with its creditors in
        the preparation of a plan.

Peter D. Russin, a shareholder at Meland Russin, says that
services were rendered on behalf of the Debtor pre-petition for
consultation concerning relief under the bankruptcy law and
preparation of the petition in bankruptcy, and the amount for the
services totaling $77,060.56 was applied upon invoice, leaving a
fee retainer of $140,551.69 and a cost retainer of $7,500.

Mr. Russin assures the Court that the firm is a "disinterested
person," as that term is defined in section 101(14) of the
Bankruptcy Code, as modified by section 1107(b) of the Bankruptcy
Code.

South Miami, Florida-based Lexi Development Company, Inc., filed
for Chapter 11 bankruptcy protection on June 23, 2010 (Bankr. S.D.
Fla. Case No. 10-27573).  The Company estimated its assets and
debts at $10,000,001 to $50,000,000.


LEXI DEV'T: Asks for Court's Nod to Use Cash Collateral
-------------------------------------------------------
Lexi Development Company, Inc., seeks authority from the U.S.
Bankruptcy Court for the Southern District of Florida to use the
cash collateral securing their obligation to their prepetition
lenders.

Joshua W. Dobin, Esq., at Meland Russin & Budwick, P.A., the
attorney for the Debtor, explains that the Debtor needs the money
to fund its Chapter 11 case, pay suppliers and other parties.

In December 2005, the Debtor executed and delivered to Regions
Bank, acting for itself and as administrative agent and collateral
agent for Banco Popular North America; Bank Midwest, N.A.; and
First Charter Bank a construction loan agreement in the original
principal amount of $56,875,000.  As of the Petition Date,
$10,160,000 of the original $56,875,000 loan amount remains
outstanding, not including any asserted default rate interest
which the Debtor disputes. On Closing Date, the Debtor executed
and delivered to Regions a promissory note in the principal amount
of $25,000,000.  The Debtor also executed and delivered promissory
notes in favor of: (i) Bank Midwest in the original principal
amount of $10,937,500; (ii) First Charter in the original
principal amount of $10,000,000; and (iii) Banco Popular in the
original amount of $10,937,500.  Fifth Third Bank later came to
own and hold the promissory note executed and delivered to First
Charter as successor.

On the Closing Date, the Debtor extended and delivered to Regions,
as collateral agent for its benefit and the benefit of the
Lenders, a Florida real Estate Mortgage, Assignment of Leases, and
Rents and Security Agreements as collateral for and securing
payment of the Note and Lender Notes.

On the Closing Date, Scott and Amy Greenwald each executed a
guaranty payment and a guaranty of completion.

In January 2009, the Lenders purportedly sold and assigned to
their loan and related rights to Lexi North Bay LLC, which upon
information and belief is owned and controlled by RAM Real Estate.


The Debtor estimates that as of the Petition Date, and at least
for the next six months, it will generate between approximately
$50,000 and $60,000 in monthly revenue from the rental of
residential and commercial units, which amount will be reduced as
individual units close.  The funds will be utilized according to
the terms of the rents order which essentially allows the Debtor
to use North Bay's cash collateral to fund the Debtor's
operations.  The rents order provides that the rental revenue may
be used, among other things, as payment of critical employees, as
payment of condominium association fees, and in build-out costs in
connection with the retail space to be leased to North Bay
Village.

The Debtor has nine residential units approved for sale by North
Bay and ready to be closed over the next eight weeks, in addition
to other sales for units that are being marketed.  The pending
unit sales will result in approximately $2,375,000 in available
net proceeds, which, along with the proceeds from future sales,
can be used to fund additional build-out costs for the new City
Hall, other administrative expenses of the Debtor, and to pay down
the loan.

The proceeds of the pre-petition collateral, specifically the
Debtor's rental income and anticipated sales income constitute the
cash collateral of North Bay.

In exchange for using the cash collateral, the Debtors propose to
grant North Bay liens on post-petition collections of the Debtor.
The Debtor agrees to grant North Bay, nunc pro tunc to the
Petition Date, dollar for dollar to the extent used, sold, leased
extinguished or otherwise impaired, or to the extent heretofore
granted but rendered ineffective, a first priority lien against
and security interest in presently owned and hereafter acquired
property which isn't subject to a prior perfected and enforceable
pre-petition lien, but excluding proceeds of property recovered or
transfers avoided by or on behalf of the Debtor.  The replacement
lien will have priority over presently existing and hereafter
arising liens in the post-petition collateral.

South Miami, Florida-based Lexi Development Company, Inc., filed
for Chapter 11 bankruptcy protection on June 23, 2010 (Bankr. S.D.
Fla. Case No. 10-27573).  The Company estimated its assets and
debts at $10,000,001 to $50,000,000.


MAYSVILLE INC: Files for Chapter 11 in Miami
--------------------------------------------
Maysville Inc. filed for Chapter 11 on June 28 (Bankr. S.D. Fla.
Case No. 10-28244).

Maysville is the owner of the 22-story Platinum condominium just
off Biscayne Bay in Miami.  In addition to other real estate
properties, the developer of the condominium owns 22 unsold
Platinum units.

The schedules attached to the petition say the assets are worth
$24.7 million, while debts total $20.2 million. Mortgages
aggregate $19.8 million.


MESA AIR: Proposes Claims Objection/Settlement Protocol
-------------------------------------------------------
In the interest of expediting the process of reconciling more
than 1,300 claims filed against them, as well as more than 4,000
claims scheduled by them, Mesa Air Group, Inc., and its
affiliated debtors in these Chapter 11 cases, ask Judge Martin
Glenn of the United States Bankruptcy Court of the Southern
District of New York to approve certain claim objection and
settlement procedures.

The face amount of the claims aggregating more than 1,300 exceeds
$5,300,000,000, including approximately $121,000,000 in asserted
administrative expense claims, and approximately $1,000,000,000
in asserted secured claims, according to Debra Grassgreen, Esq.,
at Pachulski Stang Ziehl & Jones LLP, in New York.

The proposed Procedures will also help reduce the administrative
and financial burden imposed on the Court and the Debtors'
estates, Ms. Grassgreen tells the Court.

As part of the claims review process, the Debtors have identified
certain broad categories of objections they have to a large
number of the Filed Claims.

               Proposed Claim Objection Procedures

Rule 3007(d) of the Federal Rules of Bankruptcy Procedure allows
a debtor to file an omnibus objection on certain grounds.
Moreover, Rule 3007(e) provides that a debtor may file an omnibus
objection on these grounds for up to 100 claims at a time.

The Debtors anticipate that, although they will object to a
number of the Claims on the grounds that the Claims are either
duplicative or have been satisfied, they will also object to many
Claims on additional grounds not set forth in Rule 3007(d).  The
Debtors believe that objecting to multiple Claims in an omnibus
fashion on grounds other than those set forth in Rule 3007(d)
will ease the administrative burden on the Court and the
administrative and financial burden on the Debtors' estates
during the claims reconciliation process.

Accordingly, the Debtors propose that, in addition to the grounds
enumerated in Bankruptcy Rule 3007(d), they and other parties-in-
interest be permitted to file a single objection to no more than
200 claims at a time, seeking reduction, reclassification or
disallowance of Claims on these additional grounds:

   (1) The amount claimed contradicts the Debtors' books and
       records;

   (2) The Claims were incorrectly classified;

   (3) The Claims seek recovery of amounts for which the Debtors
       are not liable;

   (4) The Claims do not include sufficient documentation to
       ascertain the validity of the Claim; and

   (5) The Claims are objectionable under section 502(e)(1) of
       the Bankruptcy Code.

The Debtors will comply with Bankruptcy Rule 3007 in all other
respects, including that each Omnibus Claims Objection will:

   (a) State in a conspicuous place that claimants receiving the
       objection should locate their names and claims in the
       objection;

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

   (c) State the grounds of the objection to each Claim and
       provide a cross-reference to the pages in the omnibus
       objection pertinent to the stated grounds;

   (d) State in the title the identity of the objector and the
       grounds for the objections; and

   (e) Be numbered consecutively with other omnibus objections
       filed by the same objector.

To further simplify the claim objection process, the Debtors ask
the Court to establish that responses to the omnibus and specific
claim objections will be due 21 calendar days after service of
the objection, unless that date falls on a Saturday, Sunday or
federal holiday, in which case responses will be due on the first
business day before the applicable Saturday, Sunday, or federal
holiday.

The Debtors also propose that any Debtors' reply be filed on or
before two days before the scheduled hearing on the Omnibus Claim
Objection.

                  Proposed Settlement Procedures

The Debtors anticipate that a large number of objections to the
Claims can be settled for relatively small amounts when compared
to the overall value of the Debtors' estates.  The Debtors
believe it would be more efficient and cost effective for their
estates and creditors if they were authorized to settle certain
Claims.

The Debtors propose these Settlement Procedures:

   (a) The Debtors will be authorized to settle any and all
       Claims asserted against them -- other than Claims which
       may be settled pursuant to the other procedures approved
       by the Court -- without prior approval of the Court or any
       other party-in-interest whenever (1) the aggregate amount
       to be allowed for an individual Claim or the "Settlement
       Amount" is less than or equal to $250,000; or (2) the
       difference between the Settlement Amount compared to
       (i) the amount listed on the Proof of Claim or (ii) the
       amount of the Scheduled Claim does not exceed $250,000
       without regard to any unliquidated amounts asserted by
       a claimant -- De Minimis Settlement.

   (b) If the Settlement Amount or Claim Difference is not a De
       Minimis Settlement Amount but is less than or equal to
       $2,000,000, the Debtors will submit the proposed
       settlement to the Official Committee of Unsecured
       Creditors, together with a Settlement Summary comprising
       (i) the names of the parties with whom the Debtors have
       settled, (ii) the relevant Proofs of  Claim numbers, (iii)
       the types of Claims asserted by each party, (iv) the
       amounts for which the Claims have been settled and (v)
       copies of any proposed settlement agreement or other
       documents supporting the proposed settlement.

   (c) Within seven calendar days of receiving the proposed
       Settlement Summary, or any period of time as otherwise
       agreed to by the Debtors and the Creditors' Committee, the
       Creditors' Committee may submit an objection to the
       proposed settlement reflected in the Settlement Summary.
       However, if the Creditors' Committee requests additional
       information regarding a proposed Settlement, its objection
       period will be suspended until the requested information
       has been provided.

   (d) If there is no timely objection made by the Creditors'
       Committee to the proposed settlement or if the Debtors
       receive written approval from the Creditors' Committee of
       the proposed settlement before the objection deadline,
       then the Debtors may proceed with the settlement.

   (e) If there is a timely objection made by the Creditors'
       Committee, the Debtors may either (1) renegotiate the
       settlement and submit a revised Settlement Summary to the
       Creditors' Committee if the revised settlement is not a De
       Minimis Settlement Amount or (2) file a motion with the
       Court seeking approval of the existing settlement under
       Rule 9019 of the Federal Rules of Bankruptcy Procedure on
       no less than 21 days' notice.

   (f) If the Settlement Amount or Claim Difference is not a De
       Minimis Settlement Amount and is greater than $2,000,000,
       the Debtors will be required to seek the approval of the
       Court by way of a motion pursuant to Bankruptcy Rule 9019
       on no less than 21 days' notice.

   (g) The types of Claims that may be settled pursuant to these
       Settlement Procedures include: (1) secured claims; (2)
       administrative expense claims under Section 503(b) of the
       Bankruptcy Code; (3) priority claims under Section 507(a)
       of the Bankruptcy Code; and (4) general unsecured claims.

   (h) Under the Settlement Procedures, the Debtors may settle
       Claims where some or all of the consideration is being
       provided by a third party or where the Debtors are
       releasing claims against creditors or third parties.

                     About Mesa Air Group

Mesa currently operates 130 aircraft with approximately 700 daily
system departures to 127 cities, 41 states, Canada, and Mexico.
Mesa operates as Delta Connection, US Airways Express and United
Express under contractual agreements with Delta Air Lines, US
Airways and United Airlines, respectively, and independently as
Mesa Airlines and go! Mokulele.  This operation links Honolulu to
the neighbor island airports of Hilo, Kahului, Kona and Lihue. The
Company, founded by Larry and Janie Risley in New Mexico in 1982,
has approximately 3,500 employees.

Mesa Air Group Inc. and its units filed their Chapter 11 petitions
Jan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), listing
assets of $976 million against debt totaling $869 million as of
Sept. 30, 2009.

Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as local counsel.
Imperial Capital LLC is the investment banker.  Epiq Bankruptcy
Solutions is claims and notice agent.

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


MESA AIR: Proposes Deals with U.S. Bank and MTTC
------------------------------------------------
Pursuant to Section 363 of the Bankruptcy Code and Rule 6004 of
the Federal Rules of Bankruptcy Procedure, Mesa Air Group Inc. and
its units ask the U.S. Bankruptcy Court for authority to enter
into:

   (i) Five separate aircraft engine agreements with U.S. Bank
       National Association, as indenture trustee, with respect
       to certain General Electric aircraft engines, model: CF34-
       3B1 and having the manufacturer serial numbers 872137,
       872320, 872143, 872190, and 872242; and

  (ii) An Amendment No. 2 to Trust Indenture and Security
       Agreement and Non-Recourse Promissory Note -- Debt
       Restructuring Agreement -- with Manufacturer and Traders
       Trust Company with respect to Aircraft N570ML and engines
       872244 and 872293, each consistent with the terms and
       conditions set forth in the term sheet dated April 15,
       2010.

The Debtors also seek authority to execute guarantees for the
benefit of U.S. Bank, Canadian Regional Aircraft Finance
Transaction No. 1 Limited, and the relevant owner participants
and owner trustee, as applicable, with respect to each Aircraft
Agreement, unconditionally guaranteeing the obligations in the
Aircraft Agreements.

CRAFT is a loan participant and controlling party with respect to
the financing relating to the rejected leases or leases to be
rejected and the controlling party and beneficiary of the
Debtors' obligations with respect to the Debt Restructuring
Agreement, Debra Grassgreen, Esq., at Pachulski Stang Ziehl &
Jones LLP, in New York, relates.

Since the Petition Date, the Debtors have filed 18 notices of
rejection or abandonment with respect to seven engine leases and
58 aircraft leases.

As part of the Debtors' economization of their fleet, the Debtors
and various aircraft counterparties have engaged in discussions
regarding their ongoing business relationships.  The Debtors have
identified the Engines and Owned Aircraft Equipment as being a
necessary component of their fleet and operations.  The Debtors
and CRAFT have agreed to the terms and conditions, as set forth
in the Term Sheet, which will govern the Debtors' lease of the
Engines and restructured payment obligations with respect to the
Owned Aircraft Equipment, according to Ms. Grassgreen.

A schedule of the parties to the proposed Aircraft Agreements,
the applicable controlling party, and Engines and Owned Aircraft
Equipment governed by the proposed Aircraft Agreements is
available at no charge at:

  http://bankrupt.com/misc/Mesa_PropAircraftAgrParties062310.pdf

According to Ms. Grassgreen, the key terms of the Term Sheet
include:

   (a) The term for each of the Aircraft Agreement extends
       through the earlier of (1) March 31, 2010, and (2) the
       date an Engine or Owned Aircraft Equipment is due for
       certain maintenance.

   (b) Payments will be made monthly-in-advance on the first
       business day of each month.

   (c) The Debtors may terminate any Aircraft Agreement (1) after
       the one-year anniversary of the applicable Aircraft
       Agreements by providing six months' notice of termination
       or (2) in the event the related Engine fails to meet
       certain agreed upon performance specifications.

   (d) During the term of the applicable Aircraft Agreement,
       CRAFT will be permitted, with prior notice to the Debtors,
       to inspect the Engines and all related maintenance
       records, provided that any inspection does not
       unreasonably interfere with the Debtors' operation or
       maintenance of the Engines.

   (e) The Debtors will maintain, at their cost and expense,
       hull, liability and war risk insurance with coverage types
       and amounts as currently required by the rejected leases
       that previously governed the Engines.

   (f) Each Aircraft Agreement will be cross-defaulted to all
       other Aircraft Agreements.

Ms. Grassgreen notes that the return condition requirements under
the Aircraft Lease Agreements for the Engines have been revised
in favor of the Debtors by reducing certain maintenance
requirements.

The terms and conditions under the proposed Debt Restructuring
Agreements are also favorable, according to Ms. Grassgreen.

On the maturity date or on prepayment in certain circumstances,
if (i) Mesa Airlines, Inc. has performed all its payment and
other obligations under the proposed Debt Restructuring Agreement
other than the making of the principal payment otherwise then
due, and (ii) delivers the Owned Aircraft Equipment in accordance
with the applicable condition requirements, the secured party and
CRAFT have agreed to limit their recourse for any other amounts
outstanding to the Owned Aircraft Equipment, Ms. Grassgreen tells
the Court.  This will result in substantial savings upon Mesa
Airlines' performance of the terms of the Debt Restructuring
Agreement, she says.

In a separate filing, the Debtors ask the Court for authority to
file the Term Sheet under seal as it contains commercially
sensitive information.  The Debtors will make the Term Sheet
available to the Court, the United States Trustee for the
Southern District of New York, and the Official Committee of
Unsecured Creditors.

                U.S. Trustee Objects to Filing
                   of Term Sheet Under Seal

Diana G. Adams, the U.S. Trustee for Region 2, objects to the
Sealing Motion because the Debtors have failed to show through
competent evidence that the information it seeks to protect in
the Term Sheet is "commercial information," and thus excepted
under Section 107(b)(1) of the Bankruptcy Code from the general
rule favoring access to public bankruptcy records.

Specifically, the U.S. Trustee complains that the Debtors have
failed to show that disclosure of the information contained in
the Term Sheet will render "very likely a direct and adverse
impairment" to the Debtors' ability to (i) negotiate favorable
terms for their other aircraft equipment agreements and (ii) to
maximize the value of the estates.

                     About Mesa Air Group

Mesa currently operates 130 aircraft with approximately 700 daily
system departures to 127 cities, 41 states, Canada, and Mexico.
Mesa operates as Delta Connection, US Airways Express and United
Express under contractual agreements with Delta Air Lines, US
Airways and United Airlines, respectively, and independently as
Mesa Airlines and go! Mokulele.  This operation links Honolulu to
the neighbor island airports of Hilo, Kahului, Kona and Lihue. The
Company, founded by Larry and Janie Risley in New Mexico in 1982,
has approximately 3,500 employees.

Mesa Air Group Inc. and its units filed their Chapter 11 petitions
Jan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), listing
assets of $976 million against debt totaling $869 million as of
Sept. 30, 2009.

Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as local counsel.
Imperial Capital LLC is the investment banker.  Epiq Bankruptcy
Solutions is claims and notice agent.

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


MESA AIR: Has Deal Dismissing Claims in Delta Arizona Action
------------------------------------------------------------
Mesa Air Group Inc. and its units ask the United States Bankruptcy
Court for the Southern District of New York to approve a proposed
order authorizing them to dismiss all claims, without prejudice,
asserted in the action styled as "Mesa Air Group, Inc. v. Delta
Air Lines, Inc. et al.," Case No. CV-08-01449-PHX-DGC (D. Ariz)
as agreed in the stipulation, dated June 18, 2010, between Mesa
Air Group, Inc. and Delta.

Mesa and Delta jointly stipulate and agree that all remaining
claims, including Delta's claims against third-party defendant
Wells Fargo NW, N.A., and counterclaims in the Arizona Action may
be dismissed without prejudice, with all the claims and
counterclaims to be resolved in the claims resolution process in
Mesa's bankruptcy proceedings unless otherwise agreed to among
Mesa, Delta, and Wells Fargo.

On June 24, 2010, Judge David G. Campbell of the United States
District Court, District of Arizona, dismissed without prejudice
all remaining claims and counterclaims in the Arizona Action.

Unless a written objection to the Proposed Order is served and
filed so as to be received on or before 12:00 noon, prevailing
Eastern Time, of July 6, 2010, there will not be a hearing and
the Proposed Order may be signed.

If a written objection is timely filed, a hearing will be held on
August 12, 2010, at 10:00 a.m.

                     About Mesa Air Group

Mesa currently operates 130 aircraft with approximately 700 daily
system departures to 127 cities, 41 states, Canada, and Mexico.
Mesa operates as Delta Connection, US Airways Express and United
Express under contractual agreements with Delta Air Lines, US
Airways and United Airlines, respectively, and independently as
Mesa Airlines and go! Mokulele.  This operation links Honolulu to
the neighbor island airports of Hilo, Kahului, Kona and Lihue. The
Company, founded by Larry and Janie Risley in New Mexico in 1982,
has approximately 3,500 employees.

Mesa Air Group Inc. and its units filed their Chapter 11 petitions
Jan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), listing
assets of $976 million against debt totaling $869 million as of
Sept. 30, 2009.

Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as local counsel.
Imperial Capital LLC is the investment banker.  Epiq Bankruptcy
Solutions is claims and notice agent.

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


METROPCS WIRELESS: Moody's Affirms 'B1' Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service affirmed its ratings for MetroPCS
Wireless, Inc., including the Company's B1 Corporate Family
Rating, following the company's proposed amend and extend
transaction related to a portion of its debt, and reflecting
expectations of a stable credit profile over the next 12-to-18
months driven by a combination of stable cash flow generation,
improving churn and net subscriber growth and a slowdown in
capital spending.  The rating outlook is stable.

The company's proposed action to extend the maturity of a portion
of its Term B loans, currently due in November of 2013, somewhat
reduces refinancing risk associated with the current debt maturity
profile.  Additional restructuring of debt that will smooth out
the concentration of debt maturities would further reduce this
risk.

Moody's Senior Vice President Dennis Saputo said "This initial
step in addressing the looming maturities of existing debt is
important for MetroPCS in reducing a key risk associated with
pending refinancing risk." "This is particularly important given
Moody's expectation that price-based competition will limit the
company's cash flow strength in this highly competitive industry
and could continue to pressure revenue growth in 2010,
notwithstanding the strength of first quarter 2010 operating
results," he added.  Moody's continues to expect that MetroPCS
will grow subscribers in 2010, while EBITDA margins will likely be
squeezed reflecting competitive pressures and the company's recent
price action.  Still, the rating agency believes that MetroPCS's
favorable cost position and strong growth profile should allow the
Company to generate meaningful positive free cash flow over the
next 12-to-18 months.

Moody's has taken these rating actions:

Issuer: MetroPCS Wireless, Inc.

  -- Corporate Family Rating, Affirmed B1
  -- Probability of Default Rating, Affirmed B1
  -- Senior Secured Bank Credit Facility, Affirmed Ba1, LGD2, 18%
  -- Senior Unsecured Notes, Affirmed B2, LGD5, 73%
  -- Outlook Actions:
  -- Outlook, Stable
  -- Speculative Grade Liquidity Rating, SGL-1

The ratings and stable outlook incorporate Moody's expectation
that MetroPCS's total debt-to-EBITDA (Moody's adjusted) will trend
towards 4.0x at year-end 2011, from 4.4x at the end of 2009, and
that free cash flow-to-adjusted debt will grow to a low-single-
digit percentage range of debt in 2011.  MetroPCS's capital
spending is projected to trend lower despite plans to deploy the
next generation LTE technology, as the Company expects incremental
spending on the LTE upgrade will be significantly below its
historical capital expenditures on market expansion, which is
expected to slow down in 2010.

The rating is tempered by MetroPCS's relatively high leverage and
the intense competition in the U.S. wireless industry resulting
from very high wireless penetration, which now exceeds 90%.

Moody's most recent rating action for MetroPCS was on March 22,
2010, when the Company's CFR was raised to B1 from B2 and the
rating outlook was changed to Stable from Positive.

MetroPCS is a wholly owned subsidiary of MetroPCS Communications,
Inc., which provides unlimited use wireless service for a flat
monthly fee with no signed contract in major metropolitan markets
of the U.S. MetroPCS Communications, Inc. is based in Dallas,
Texas.


METROPCS COMMUNICATIONS: S&P Affirms 'B' Corporate Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Richardson, Texas-based MetroPCS Communications Inc. to positive
from stable.  Existing ratings on the company, including the 'B'
corporate credit rating, were affirmed.

Also, S&P assigned subsidiary MetroPCS Wireless Inc.'s proposed
amended and extended $800 million term loan B-2 S&P's issue-level
rating of 'BB-' (two notches higher than the 'B' corporate credit
rating on the parent company).  S&P also assigned this debt its
recovery rating of '1', indicating its expectation of very high
(90% to 100%) recovery for lenders in the event of a payment
default.

"The outlook change reflects S&P's expectation for healthy
subscriber growth at MetroPCS, which S&P believes will lead to net
free cash flow positive results after capital expenditures in
2010, albeit at modest levels," said Standard & Poor's credit
analyst Catherine Cosentino.  "This is despite the lower
profitability associated with newer markets, the near-term
pressure on service margins due to new pricing plans adopted in
early 2010, and incremental capital expenditures related to the
company's planned Long-Term Evolution network upgrade."

The 'B' rating on MetroPCS Communications Inc. reflects what
Standard & Poor's Ratings Services views as a challenging business
model, which targets lower income customers; a highly competitive
environment; and high leverage.  Debt to EBITDA for the rolling 12
months ended March 31, 2010 was 4.8x.


MONEYGRAM INTERNATIONAL: Makes $30 Million Debt Repayment
---------------------------------------------------------
MoneyGram International said it will make an optional $30 million
prepayment on its tranche B term loan under its senior secured
credit facility.  The Company said the loan payment was to be made
June 30, 2010.

Including this latest payment, MoneyGram International will have
paid $247 million toward its outstanding debt obligation.  This
represents a 25 percent decrease in the company's total
outstanding debt since Jan. 1, 2009.

MoneyGram International Inc. -- http://www.moneygram.com/--
offers more control and more choices for people separated by
distance or with limited bank relationships to meet their
financial needs. A leading global payment services company,
MoneyGram International helps consumers to pay bills quickly and
safely send money around the world in as little as 10 minutes. Its
global network is comprised of 190,000 agent locations in nearly
190 countries and territories. MoneyGram's convenient and reliable
network includes retailers, international post offices and
financial institutions.

                           *     *     *

According to the Troubled Company Reporter on Juyl 1, 2010, Fitch
Ratings has affirmed the Issuer Default Ratings for MoneyGram
International Inc. and MoneyGram Payment Systems Worldwide, Inc.,
at 'B+'. Fitch has also affirmed these ratings for Worldwide:

  -- Senior secured first lien credit facility at 'BB+/RR1';
  -- Senior secured second lien notes at 'B+/RR4'.

The Rating Outlook has been revised to Stable from Negative.


MXENERGY HOLDING: Names Jacqueline Mitchell as Class B Director
---------------------------------------------------------------
MXenergy Holdings Inc. has appointed Jacqueline Mitchell to serve
as the Class B Director to the Company's Board of Directors by
Sempra Energy Trading LLC, the sole holder of Class B Common Stock
of the Company, pursuant to the terms of the Company's Certificate
of Incorporation.

                           About MXenergy

MXenergy Holdings Inc. was founded in 1999 as a retail energy
marketer.  The two principal operating subsidiaries of Holdings
are MXenergy Inc. and MXenergy Electric Inc. which are engaged in
the marketing and supply of natural gas and electricity,
respectively.  Holdings and its subsidiaries operate in 39 market
areas located in 14 states in the United States and in two
Canadian provinces.

The Company's balance sheet at March 31, 2010, showed
$221.4 million in total assets and $134.1 million in total
liabilities, for a $87.3 million total stockholders' equity.

Mxenergy carries Caa3 long term corporate family and Ca/LD
probability of default ratings from  Moody's Investors Service.


NEFF CORP: Committee Wins Some Concessions on Loan, Bonuses
-----------------------------------------------------------
Bill Rochelle at Bloomberg News reports that the Official
Committee of Unsecured Creditors for Neff Corp. won some
concessions before the court granted approval for Neff's
$175 million financing package.  The lenders won't have liens on
lawsuits that might end up being among unsecured creditors' few
assets.  The Committee will also be able to challenge the validity
of the liens.

According to the report, the Committee also won concessions as to
the proposed bonus program for executives.  The Committee
complained that the bonuses improperly locked the executives into
pursuit of the plan negotiated before bankruptcy.  The bankruptcy
judge didn't approve bonuses based on a quick exit from Chapter 11
under the pre-negotiated plan. She did approve bonuses based on
Neff's financial performance.

                        The Chapter 11 Plan

Neff Corp. has submitted a plan negotiated with lenders
prepetition.  It will present the disclosure statement for
approval on July 12.

Unsecured creditors are expected to recover only 1% under the
Plan.  Holders of allowed revolving credit facility claims will be
paid in full in cash on account of their Claims and the Debtors'
first lien term loan lenders will receive a full recovery under
the Plan in the form of cash or New Common Units in the Purchaser
(at their election).

The Chapter 11 restructuring will be effectuated through various
transactions, including, among other things, consummating a sale
of substantially all of the Debtors' assets.  Additionally, the
Debtors will also effectuate the rights offering under the plan
for up to $119 million in new common units of the purchaser to the
holders of first lien and second lien claims.

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

          http://bankrupt.com/misc/NEFF_CORP_plan.pdf
          http://bankrupt.com/misc/NEFF_CORP_ds.pdf

                         About Neff Corp.

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

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

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


OPTI CANADA: Names Exec. VP David Halford as Director
-----------------------------------------------------
OPTI Canada Inc. appointed David Halford to its Board of
Directors.  Mr. Halford is the Executive Vice President, Finance
and Chief Financial Officer of ENMAX Corporation.  He is
responsible for all financial policy, planning and reporting, risk
management, corporate finance, tax and treasury functions of ENMAX
and its subsidiaries.

Prior to joining ENMAX, Mr. Halford held Chief Financial Officer
roles at OPTI, BA Energy and Irving Oil.  He also held a variety
of senior-level corporate finance and accounting roles, including
partner in the corporate finance group at Deloitte and Touche,
LLP.

Mr. Halford is a Chartered Accountant and holds a Bachelor of Arts
degree from the University of Western Ontario.

"We are very pleased to welcome David back to OPTI as a member of
our Board.  In addition to his past experience with OPTI, David's
extensive involvement in corporate and project finance along with
over 20 years of energy industry focused financial management and
strategic planning experience will be a tremendous asset to us,"
said Jim Stanford, Chairman of OPTI.

Concurrent with Mr. Halford's appointment is the departure of Mr.
Bruce Waterman from the Board.

"OPTI's Board would like to thank Bruce for his outstanding
leadership and contribution to OPTI, particularly in steering our
Audit Committee over the past two years," Jim Stanford remarked.

                            About OPTI

OPTI Canada Inc. is a Calgary, Alberta-based company focused on
developing major oil sands projects in Canada using its
proprietary OrCrude(TM) process.  OPTI's common shares trade on
the Toronto Stock Exchange under the symbol OPC.

OPTI continues to carry Moody's Caa2 corporate rating and Standard
& Poor's B- corporate rating.

The Company's balance sheet at March 31, 2010, showed
C$3.7 billion in total assets and C$2.5 billion in total
liabilities for a C$763.0 million in stockholders' deficit.


PARAMOUNT RESOURCES: Completes Acquisition of Redcliffe
-------------------------------------------------------
Paramount Resources Ltd. has completed the acquisition of
Redcliffe Exploration Inc.  The acquisition solidifies Paramount's
significant Peace River Arch land position targeting the Montney
and Nikanassin formations at Karr-Gold Creek and adds to
Paramount's inventory of high quality liquids-rich gas prospects.

Paramount's acquisition of Redcliffe was approved earlier today at
the annual and special meeting of the shareholders of Redcliffe
and accomplished through an amalgamation of Redcliffe and an
indirect wholly-owned subsidiary of Paramount.

As a result of the amalgamation, Redcliffe shareholders, other
than Paramount, will receive cash consideration of $0.42 per
Redcliffe Class A share.  Full particulars of the amalgamation are
described in the information circular and proxy statement of
Redcliffe dated May 31, 2010.  The Class A shares of Redcliffe are
expected to be delisted from and no longer traded on the TSX
Venture Exchange as soon as possible.  Redcliffe will also cease
to be a reporting issuer under Canadian securities laws subject to
the satisfaction of applicable regulatory requirements.

Paramount Resources Ltd. is a Calgary, Alberta based exploration
and production company that produced approximately 11,000 barrels
of oil equivalent per day (net) in 2009.  Production was primarily
natural gas.

                           *     *     *

According to the Troubled Company Reporter on May 12, 2010,
Moody's Investors Service said that the proposed acquisition of
Redcliffe Exploration Inc. will not impact Paramount Resources
Ltd. ratings (Caa1 Corporate Family Rating and stable outlook).

The last rating action on Paramount was on October 23, 2007 when
Moody's upgraded the company's senior secured notes to Caa1 (from
Caa2) and affirmed its Caa1 Corporate Family Rating.


PARLUX FRAGRANCES: Reports $14.8 Million Net Loss for FY2010
------------------------------------------------------------
Parlux Fragrances Inc. reported it unaudited results for the
quarter and audited results for the year ended March 31, 2010.
Net sales for the quarter were $17.7 million, compared to
$28.2 million in the prior year quarter, a reduction of
approximately 37%.  Net loss for the quarter was $9.8 million
compared to net income of $1.5 million for the prior year quarter.

Net sales for the fiscal year 2010 were $148.1 million, compared
to $151.2 million in the prior year, a reduction of approximately
2%.  Net loss for the fiscal year 2010 was $14.8 million compared
to a net loss of $4.3 million for the prior year.

The Company's balance sheet at March 31, 2010, showed
$114.3 million in total assets and $14.5 million in total
liabilities, for a $99.8 million total stockholders' deficit.

Mr. Frederick E. Purches, Chairman and CEO commented, "It is
obvious that this past fiscal year was a very difficult one. The
negative effect from the expiration of our GUESS? license was
considerably more than originally expected.  This was further
impacted by anemic consumer spending and by higher post-holiday
returns."

Mr. Purches added, "On the positive side, our balance sheet as of
March 31, 2010 remained solid, with $17.6 million of cash, no
debt, and working capital of $88.8 million.  Our recently
concluded $20 million credit facility with GE Capital, Corporate
Finance further strengthens our ability to focus on the Company's
growth and profitability.  Most of our losses in fiscal year 2010
were related to the write-down of GUESS? inventory and excess
holiday returns.  The Company's focus and structure has been re-
aligned to provide positive results for our shareholders for the
future.  I believe we are positioned to do just that."

A full-text copy of the Company's earning release is available for
free at http://ResearchArchives.com/t/s?65d6

A full-text copy of the Company's Form 10-K is available for free
at http://ResearchArchives.com/t/s?65d7

                      About Parlux Fragrances

Parlux Fragrances, Inc. (NASDAQ:PARL) -- http://www.parlux.com/--
is a manufacturer and international distributor of prestige
products.  It holds licenses for Paris Hilton, Jessica Simpson,
GUESS?, Nicole Miller, Josie Natori, Queen Latifah, Marc Ecko,
Rihanna, Kanye West, XOXO, Ocean Pacific (OP), Andy Roddick,
babyGund, and Fred Hayman Beverly Hills designer fragrances, as
well as Paris Hilton watches, cosmetics, sunglasses, handbags and
other small leather accessories.

As of Dec. 31, 2009, the Company has $112.3 million in total
assets and $17.5 million in total liabilities, resulting to
$109.4 million stockholders' equity.

                 Extension of Forbearance Period

As reported in the Troubled Company Reporter, the Company on
October 29, 2009, entered into a Second Amendment to Loan
Agreement and Amendment to Forbearance Agreement with Regions Bank
extending the forbearance period through February 15, 2010, and
calling for the Company to repay the remaining loan balance over
the course of the extension period.  The Second Amendment requires
the Company to continue to comply with certain covenants with
Regions under the Loan Agreement.

As of December 31, 2009, the Company was not in compliance with
its fixed charge coverage and funded debt to EBITDA covenants
under the Loan Agreement, as amended.  As of February 4, 2010, the
Company has $1.1 million in outstanding borrowings under the Loan
Agreement, which was scheduled for repayment on February 15, 2010.

The Company, in its third fiscal quarter report for the period
ended December 31, 2009 -- which report was filed on February 4,
2010 -- said it believes that funds from operations will be
sufficient to meet current operating and seasonal needs through
June 30, 2010.  The Company said it continues to seek replacement
financing with the objective of having a new financing arrangement
in place in anticipation of next year's major production season.


PATIENT SAFETY: Completes $6 Million Private Placing Financing
--------------------------------------------------------------
Patient Safety Technologies Inc. reported the closing of a
$6.0 million private placement financing.  The new capital will
primarily be used to fund working capital and the continued growth
of the Company.

Additionally, Brian E. Stewart has been appointed as President,
Chief Executive Officer and Board Member of the Company.  Mr.
Stewart is the co-founder of SurgiCount Medical, the Company's
primary operating subsidiary, and co-inventor of the Safety-
Sponger System.  Additionally, Mr. Stewart brings over 15 years of
experience financing and advising both public and private
companies in addition to his experience as VP Business Development
of SurgiCount Medical.  "I look forward to leading the Company at
this exciting time.  With an ever increasing customer base
validating the effectiveness of the Safety-Sponge System, top-tier
supply chain partners and a strengthened balance sheet, I believe
we are well positioned to become the standard of care for
addressing one of the most common errors in surgery, retained
surgical sponges," said Mr. Stewart.

Prior to the appointment of Mr. Stewart as CEO and Director,
Messrs. Chase, McFarland, Bauer and Hitchcock resigned as
Directors and Steven Kane resigned as a Director, President and
Chief Executive Officer.  The Board of Directors now consists of
Brian Stewart, Wayne Lin, John Francis, Louis Glazer and Herbert
Langsam.

In connection with the financing, certain of the stockholders who
previously called for a special meeting of stockholders requesting
the removal of certain directors have withdrawn such demand.  As a
result, under the Company's by-laws, the demand is no longer in
effect.

                 About Patient Safety Technologies

Patient Safety Technologies, Inc. (OTC: PSTX) --
http://www.surgicountmedical.com/-- through its wholly owned
operating subsidiary SurgiCount Medical, Inc., provides the
Safety-Sponge(TM) System, a system designed to improve the
standard of patient care and reduce health care costs by
preventing the occurrence of surgical sponges and other retained
foreign objects from being left inside patients after surgery.
RFOs are among one of the most common surgical errors.

                           *     *     *

In its March 31, 2010 report, Squar, Milner, Peterson, Miranda &
Williamson, LLP, in San Diego, California, noted that the
Company's significant recurring net losses through December 31,
2009, and significant working capital deficit as of December 31,
2009, raise substantial doubt about the Company's ability to
continue as a going concern.

The Company's balance sheet at March 31, 2010, showed
$10.1 million in total assets and $15.3 million in total
liabilities, for a $5.1 million total stockholders' deficit.


PCS EDVENTURES: Could Not File Annual Report Until July 14
----------------------------------------------------------
PCS Edventures!.com Inc. said it could not timely file its annual
report on Form 10-K for the period ended March 31, 2010, with the
Securities and Exchange Commission.  PCS said it is in the process
of completing its audited financials for the year ended March 31,
2010, and believes that the subject Annual Report will be
available for filing by July 14, 2010.

                    About PCS Edventures!.com

Boise, Idaho-based PCS Edventures!.com, Inc. (OTC BB: PCSV) --
http://www.edventures.com/-- is engaged in the design,
development and delivery of educational learning labs bundled with
related technologies and programs to the K-12 market worldwide.
The PCS suite of products ranges from hands-on learning labs in
technology-rich topics in Science, Technology, Engineering and
Math (STEM) to services rich in imagination, innovation, and
creativity.  PCS programs operate in over 6,000 sites in all 50
United States as well as in 17 countries internationally.

At December 31, 2009, the Company's consolidated balance sheets
showed total assets of $1,381,676, total liabilities of $721,417,
and total stockholders' equity of $660,259.

                       Going Concern Doubt

For the nine months ended December 31, 2009, the Company had a net
loss of $1,455,405 on total revenues of $1,841,608, as compared to
a net loss of $1,024,586 on total revenues of $2,315,747 for the
same period in the prior year.

The Company said its established sources of revenues are not
sufficient to cover the Company's operating costs.  Although the
Company has positive working capital, it has accumulated
significant losses.  "The combination of these items raises
substantial doubt about its ability to continue as a going
concern."


PETROLEUM & FRANCHISE: Sec. 341(a) Meeting Scheduled for July 26
----------------------------------------------------------------
The U.S. Trustee for Region 2 will convene a meeting of Petroleum
& Franchise Capital, LLC's creditors on July 26, 2010, at 10:00
a.m.  The meeting will be held at The Giaimo Federal Building, 150
Court Street, Room 309, at intersection of Court and Orange St.,
New Haven, CT
06510.

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

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

Danbury, Connecticut-based Petroleum & Franchise Capital, LLC,
filed for Chapter 11 bankruptcy protection on June 23, 2010
(Bankr. D. Conn. Case No. 10-51465).  Craig I. Lifland, Esq., and
James Berman, Esq., at Zeisler and Zeisler, assists the Company in
its restructuring effort.  The Company estimated its assets and
debts at $50,000,001 to $100,000,000.

Petroleum & Franchise Funding, LLC, an affiliate of the Debtor, a
filed separate Chapter 11 petition on  June 23, 2010 (Case No. 10-
51467).  The Company estimated its assets and debts at $50,000,001
to $100,000,000.


PETROLEUM & FRANCHISE: Taps Zeisler & Zeisler as Bankr. Counsel
---------------------------------------------------------------
Petroleum & Franchise Capital, LLC, and Petroleum Franchise
Funding, LLC, have asked for authorization from the U.S.
Bankruptcy Court for the District of Connecticut to employ Zeisler
& Zeisler, P.C., as bankruptcy counsel.

Z&Z will, among other things:

     (a) advise the Debtors concerning and assisting in the
         negotiation and documentation of financing agreements,
         debt restructuring, cash collateral orders and related
         transactions;

     (b) review the nature and validity of liens asserted against
         the property of the Debtors and the advising the Debtors
         concerning the enforceability of the liens;

     (c) advise the Debtors concerning the actions that it might
         take to collect and to recover property for the benefit
         of the Debtors' estate; and

     (d) prepare on behalf of the Debtors certain necessary and
         appropriate applications, motions, pleadings, draft
         orders, notices, schedules and other documents, and
         reviewing all financial and other reports to be filed in
         the Chapter 11 case.

The Debtor and Z&Z didn't disclose the how Z&Z will be compensated
for its services.

Craig I. Lifland, a principal at Z&Z, assures the Court that the
firm is a "disinterested person," as that term is defined in
section 101(14) of the Bankruptcy Code, as modified by section
1107(b) of the Bankruptcy Code.

Danbury, Connecticut-based Petroleum & Franchise Capital, LLC,
filed for Chapter 11 bankruptcy protection on June 23, 2010
(Bankr. D. Conn. Case No. 10-51465).  The Company estimated its
assets and debts at $50,000,001 to $100,000,000.

Petroleum & Franchise Funding, LLC, an affiliate of the Debtor, a
filed separate Chapter 11 petition on  June 23, 2010 (Case No. 10-
51467).  The Company estimated its assets and debts at $50,000,001
to $100,000,000.


PETROLEUM & FRANCHISE: Gets Interim Okay to Use Cash Collateral
---------------------------------------------------------------
Petroleum & Franchise Capital LLC, et al., sought and obtained
interim authorization from the Hon. Alan H. W. Shiff of the U.S.
Bankruptcy Court for the District of Connecticut to use the cash
collateral securing their obligation to their prepetition lenders
until July 20, 2010.

As of the Petition Date, Autobahn Funding Company LLC and DZ Bank
AG Deutsche Zentral-Genossenschaftsbank, Frankfurt AS Main (the
Lender Parties) allege, among other things, a first priority
secured claim against all of Debtor PFF's assets, including PFF's
cash and accounts receivable.

Pursuant to an August 30, 2007 receivables loan and security
agreement by and among the Debtors and Autobahn Funding Company,
LLC (the Lender) and DZ Bank (the Agent), there is outstanding
principal balance of approximately $54 million under the various
loan agreements with the Lender and the Agent.  In June 2010, the
Agent declared a default and triggered increased amortization
under the various loan documents and ceased future funding of the
Debtors.

Craig I. Lifland, Esq., at Zeisler & Zeisler, P.C., the attorney
for the Debtors, explain that the Debtors need the money to fund
their Chapter 11 case, pay suppliers and other parties.

In exchange for using the cash collateral, the prepetition lenders
will be granted replacement and/or substitute liens in all post-
petition assets of the Debtors and proceeds thereof, excluding any
bankruptcy avoidance causes of action, and such replacement liens
will have the same validity, extent, and priority that the Lender
Parties possessed as to said liens on the Petition Date.

US Bank is directed and authorized to disburse up to $226,256 to
the Debtors, which amount will include any payment to Wachovia
Bank on account of its payment of certain prepetition employee
wage amounts, and shall not make any other disbursements during
the period covered by this Order unless the Lender Parties and the
Debtors agree to other disbursements in writing.

The Lender and the Agent had objected the Debtors' request to use
cash collateral, saying that the Debtors' proposed terms of the
adequate protection aren't sufficient to adequately protect the
cash collateral and other collateral of the lender parties.  The
Lender and the Agent wanted the Debtors to provide additional
adequate protection to the lender parties.

The Court has set a final hearing for July 20, 2010, at 10:00 a.m.
on the Debtors' request to use cash collateral.

Danbury, Connecticut-based Petroleum & Franchise Capital, LLC,
filed for Chapter 11 bankruptcy protection on June 23, 2010
(Bankr. D. Conn. Case No. 10-51465).  Craig I. Lifland, Esq., and
James Berman, Esq., at Zeisler and Zeisler, assists the Company in
its restructuring effort.  The Company estimated its assets and
debts at $50,000,001 to $100,000,000.

Petroleum & Franchise Funding, LLC, an affiliate of the Debtor, a
filed separate Chapter 11 petition on June 23, 2010 (Case No. 10-
51467).  The Company estimated its assets and debts at $50,000,001
to $100,000,000.


PHILADELPHIA NEWSPAPERS: Pension Fund Appeals Plan Confirmation
---------------------------------------------------------------
The Teamsters Pension Trust Fund of Philadelphia & Vicinity is
asking the bankruptcy court to temporarily halt Philadelphia
Newspapers LLC's restructuring plan -- which calls for the sale of
the newspaper publisher to its lenders -- from taking effect while
the fund appeals the plan.  A July 8 hearing on the request has
been scheduled.

Jacqueline Palank at Dow Jones Daily Bankruptcy Review reports
that the fund, which joined other pension funds in warning that
the sale would result in a $150 million unfunded pension liability
for all pension plans, said allowing the restructuring plan to go
forward at this time would be devastating.

"Multiemployer pension plans presently face the threat of death by
a thousand cuts: the swelling ranks of retirees, shrinking asset
values, insolvent contributing employers and, indeed, losses
sustained in bankruptcy proceedings, all serve to jeopardize the
continued viability of the pension fund," its lawyers said
Wednesday in court papers, according to Dow Jones.  "Simply put,
the pension fund cannot afford to continue to sustain losses of
this nature."

The fund says the sale unfairly lets the lenders off the hook for
any liability claims that it could bring against the lenders, as
purchasers of Philadelphia Newspapers' assets, under the pension
plan.

Allowing the sale to close would render pointless the fund's bid
to appeal the plan confirmation order in the U.S. District Court
for the Eastern District of Pennsylvania, the fund said.

In an interview Thursday afternoon, Lawrence McMichael, Esq.,
Philadelphia Newsletters' bankruptcy attorney, said the company
intends to "vigorously oppose" any stay of the confirmation order
and doesn't believe that the pension funds can establish the legal
grounds to win such a stay.  Mr. McMichael added that it's
essential that Philadelphia Newspapers is able to close its sale
by an Aug. 31 deadline.

                         Bankruptcy Plan

As reported by the Troubled Company Reporter on June 29, 2010,
Philadelphia Newspapers received bankruptcy court approval to
reorganize and sell its newspapers to a group of its lenders for
$139 million.  U.S. Bankruptcy Court Judge Stephen Raslavich
approved the reorganization plan in Philadelphia after overruling
objections from union pension funds.  "This is not the end of the
day," Judge Raslavich said in court, according to Bloomberg News.
"There are still union contracts to be negotiated and the sale to
be consummated."

The confirmation hearing for approval of the Chapter 11 of
Philadelphia Newspapers began on June 24.

As reported by the TCR on April 29, 2010, Philadelphia Newspapers
held an auction where, senior lenders' $139 million offer emerged
as the highest bid.  According to a report by the Philadelphia
Inquirer, the deal includes:

    $39.2 million in debt; and
    $69 million in cash equity, plus
    $30 million, as the estimated value for the purposes of the
        bankruptcy auction, of the Company's real estate

Dow Jones notes the Chapter 11 plan provides a slight recovery for
some lower classes of creditors, despite the fact that the senior
secured lenders, which fall ahead in the line to be paid, are owed
$318 million, far more than their $135 million offer will cover.
Certain holders of pre-bankruptcy mezzanine debt and unsecured
creditors are slated to share in a liquidation trust containing
proceeds from avoidance actions, and the holders of mezzanine
claims will see 2.3% of equity in the new company as well.  The
lenders will be repaid with their choice of equity in the new
company or a cash distribution.

Philadelphia Newspapers' plan also contemplates a $39.3 million
bankruptcy exit loan from a group of lenders led by Bank of Utah.
The money will help pay for the costs accrued since Feb. 22, 2009,
when the Debtors filed for bankruptcy protection, and provide the
company with working capital moving forward.

The reorganized company will be known as Philadelphia Media
Network Inc. and led by publisher and Chief Executive Greg Osberg,
a former president and publisher of Newsweek, and chief operating
chief Bob Hall, who was once publisher of the Inquirer and Daily
News.  Bruce Meier, an executive with restructuring firm Alvarez &
Marsal, who had served as a consultant for Philadelphia
Newspapers, will serve as its chief financial officer.

                  About Philadelphia Newspapers

Philadelphia Newspapers -- http://www.philly.com/-- owns and
operates numerous print and online publications in the
Philadelphia market, including the Philadelphia Inquirer, the
Philadelphia Daily News, several community newspapers, the
region's number one local Web site, philly.com, and a number of
related online products. The Company's flagship publications are
the Inquirer, the third oldest newspaper in the country and the
winner of numerous Pulitzer Prizes and other journalistic
recognitions, and the Daily News.

Philadelphia Newspapers and its debtor-affiliates filed for
Chapter 11 bankruptcy protection on February 22, 2008 (Bankr. E.D.
Pa. Case No. 09-11204).  Mark K. Thomas, Esq., and Paul V.
Possinger, Esq., at Proskauer Rose LLP in Chicago, Illinois; and
Lawrence G. McMichael, Esq., Christie Callahan Comerford, Esq.,
and Anne M. Aaronson, Esq., at Dilworth Paxson LLP, in
Philadelphia, Pennsylvania, serve as bankruptcy counsel.  The
Debtors' financial advisor is Jefferies & Company Inc.  The Garden
City Group, Inc., serves as claims and notice agent.

Ben Logan, Esq., at O'Melveny & Myers LLP in Los Angeles,
California; and Gary Schildhorn, Esq., at Eckert Seamans Cherin &
Mellott, LLC in Philadelphia, represent the Official Committee of
Unsecured Creditors.  Fred S. Hodara, Esq., Abid Qureshi, Esq.,
and Alexis Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP in
New York, represent the Steering Group of Prepetition Secured
Lenders.

Philadelphia Newspapers listed assets and debts of $100 million to
$500 million in its bankruptcy petition.


PREMIUM PROTEIN: Hastings & Lincoln Closes Purchase of Two Plants
-----------------------------------------------------------------
Richard Piersol at Lincoln Journal Star reports Hastings
Acquisition LLC, a joint venture of the Puretz family, and Lincoln
Provision Inc. of Chicago, a food wholesaler, have closed on their
purchase of two plants of Premium Protein Products.

According to the report, amendments to the sale filed in the U.S.
Bankruptcy Court for Nebraska would have penalized the buyers
$1,500 a day for taking longer to close than the original
agreement called for, if the penalties were imposed.

Hastings Acquisitions got the two plants for just less than
$4 million, $3.2 million for the Hastings plant and $700,000 for
the Lincoln plant, Mr. Piersol relates.  The new owners intend to
make the Hastings plant a kosher slaughter operation, he says.


QUESTAR MARKET: Moody's Downgrades on Senior Notes to 'Ba1'
-----------------------------------------------------------
Moody's Investors Service downgraded Questar Market Resources,
Inc.'s senior notes ratings to Ba1 from Baa3 following the
completion of the company's spin-off from Questar Corporation.
Prior to the June 30, 2010 spin-off, QMR was merged into QEP
Resources, Inc. and all of QMR's $1.15 billion of senior notes
outstanding and bank credit agreements have been assumed by QEP.
Moody's also assigned a Ba1 Corporate Family Rating and a SGL-3
Speculative Grade Liquidity Rating to QEP, as successor to QMR.
The rating outlook is stable.  This concludes the ratings review
that commenced on April 22, 2010.

"QEP Resources' Ba1 rating reflects the company's competitive cost
structure and leverage metrics that compare favorably to its
peers," said Pete Speer, Moody's Vice President.  "QEP also has a
proved reserves and production profile that is consistent with a
Ba rated independent exploration and production company."

The SGL-3 Speculative Grade Liquidity Rating is based on Moody's
expectation that QEP will have adequate liquidity over the next
twelve months.  The company has increased the size of its
committed unsecured revolving credit facility that matures in
March 2013 from $800 million to $1 billion and entered into a
committed $500 million unsecured term loan agreement.  The term
loan matures 364 days after the initial funding date, which may be
extended by the company for an additional 364-day term.  Pursuant
to the change of control provisions in the senior notes
indentures, QEP must offer to redeem the notes at either par or
101% of par value.  The revolver availability and term loan should
provide sufficient committed credit capacity in the event QEP has
to redeem all or a portion of its $1.15 billion of senior notes
outstanding while maintaining adequate liquidity for working
capital needs and forecasted negative free cash flow.  Once the
change of control offer is completed, management plans to
refinance significant term loan and revolver borrowings on a long
term basis.

QEP forecasts negative free cash flow over the second half of 2010
and first half of 2011.  The company has substantial hedging in
place to reduce its exposure to commodity prices and has some
flexibility in its capital spending.  The outlook is stable based
on the company achieving its production growth forecasts and
delivering sufficient reserve additions to maintain its leverage
metrics on proved developed reserves and production volumes.  If
QEP's capital productivity is weaker than expected or if the
company makes significant acquisitions without meaningful equity
funding the outlook could be changed to negative or the ratings
downgraded.

The Ba1 rating for QEP's senior notes reflects both the overall
probability of default for QEP, to which Moody's assigns a
Probability of Default Rating of Ba1, and a loss given default of
LGD 4(53%).  The QEP senior notes, revolving credit facility and
term loan are all unsecured.  Therefore the senior notes are rated
the same as QEP's Ba1 CFR under Moody's Loss Given Default
Methodology.

The last rating action on QMR was on May 18, 2010, when the
company's ratings remained under review for possible downgrade
following Questar Corporation's announcement that its board of
directors had approved a plan to spin-off QMR.

QEP Resources, Inc., is an independent exploration and production
company headquartered in Denver, Colorado; and a successor by
merger to Questar Market Resources, Inc.


REAL MEX: Sun Capital's Skillen Replaces Bushler on Board
---------------------------------------------------------
Effective June 28, 2010, Anatoly Bushler resigned from Real Mex
Restaurants, Inc.'s Board of Directors and R. Lynn Skillen was
appointed as a director of the Company.  Mr. Skillen is employed
by Sun Capital Partners, Inc. which is an affiliate of Sun
Cantinas LLC and SCSF Cantinas.

On June 28, 2010, Sun Cantinas, a wholly owned subsidiary of Sun
Capital Partners IV, LP, purchased 43,338 shares of common stock
of RM Restaurant Holding Corp. -- which owns all of the
outstanding common stock of Real Mex Restaurants -- from Cocina
Funding Corp. L.L.C., which is managed by Farallon Capital
Management, L.L.C.  As a result, a change in control of Holdco
occurred, and Sun Cantinas and SCSF Cantinas acquired indirect
ability to control the Company through their control of Holdco.

Mr. Skillen has not served as a board member for the Company in
the past.  There are no other arrangements or understandings
between the new director and any other person pursuant to which
the new director was appointed to the Board of Directors of the
Company.  Furthermore, the new director is not a party to any
transactions that would require disclosure pursuant to Item 404(a)
of Regulation S-K.  The new director will not be compensated for
serving as a director of the Company; however, the new director
will be reimbursed for reasonable out-of-pocket expenses in
connection with his travel to and attendance at meetings of the
Board of Directors of the Company and committees thereof.

                           *     *     *

TheDeal.com's Vyvyan Tenorio notes Real Mex managed to avert a
Chapter 11 filing through a debt-to-equity conversion.  In
November 2008, Real Mex restructured nearly $200 million of debt
maturing in April 2010.  Majority owner Sun Capital, while
retaining 15%, ceded control to hedge fund Farallon Capital
Management LLC and Kohlberg Kravis Roberts & Co.  Lenders provided
$130 million of 14% senior secured notes due 2012.

Ms. Tenorio further relates Sun Capital, which originally paid in
$199.1 million of equity, has bought back 43,338 shares of common
stock from Farallon affiliates (KKR exited its stake over time)
for an undisclosed amount, bringing its stake to about 70%.  Sun
also now holds 71% of the holding company debt, while a Farallon
affiliate holds 29%.

"Back in the saddle, Sun won't have the benefit of a buoyant
economy and free-spending consumers this time, and competition is
severe, especially in California where Real Mex has 80% of its
outlets.  Sales continued to decline in the first quarter this
year, with continuing weakness in customer traffic and average
guest check," Ms. Tenorio writes.

Ms. Tenorio also relates that, with a sputtering economic
recovery, profitability could be a long way off.  Real Mex still
carries about $147 million of debt, maturing in 2012.  According
to Ms. Tenorio, as one analyst put it: "They came in in 2006 when
it was a growth story. It's a totally different story now."

                          About Real Mex

Based in Cypress, California, Real Mex Restaurants, Inc., owns and
operates restaurants, primarily through its major subsidiaries El
Torito Restaurants, Inc., Chevys Restaurants, LLC, and Acapulco
Restaurants, Inc.  The Company operated 183 restaurants as of
March 28, 2010, of which 152 were located in California and the
remainder were located in 12 other states, primarily under the
trade names El Torito Restaurant(R), Chevys Fresh Mex(R) and
Acapulco Mexican Restaurant Y Cantina(R).  In addition, the
Company franchised or licensed 34 restaurants in 12 states and two
foreign countries as of March 28, 2010.  The Company's other major
subsidiary, Real Mex Foods, Inc., provides internal production,
purchasing and distribution services for the restaurant operations
and also provides distribution services and manufactures specialty
products for sale to outside customers.

At March 28, 2010, the Company had total assets of $249,430,000
against total liabilities of $252,600,000, resulting in
stockholders' deficit of $3,170,000.  The March 28, 2010 balance
sheet showed strained liquidity: The Company had total current
assets of $35,668,000 against total current liabilities of
$67,425,000



REMEDIAL CYPRUS: Has More Exclusivity, More Funding
---------------------------------------------------
Bill Rochelle at Bloomberg News reports that Remedial (Cyprus)
Public Co. sought and obtained an extension until Sept. 15 of the
exclusive right to propose a Chapter 11 plan.  The judge also
approved an increase in financing given by bondholders to
US$6.5 million from US$5 million.

Remedial previously received approval to sell two elevated support
vessels to secured bondholders owed a net of $177 million.  There
were no bids submitted topping the offer from secured bondholders,
owed US$230 million, to purchase the vessels in exchange for
US$120 million in debt plus whatever is outstanding on the
US$5 million post-bankruptcy loan.

                       About Remedial (Cyprus)

Based in Limassol, Cyprus, Remedial (Cyprus) Public Company owns
and operates self-propelled jack up rigs called Elevating Support
Vessels. The vessels facilitate offshore well intervention
activities and work-over services.

Remedial (Cyprus) Public Company Ltd. -- dba Brufani
Shipmanagement Limited and Remedial Cyprus Limited -- filed for
Chapter 11 bankruptcy protection on February 17, 2010 (Bankr.
S.D.N.Y. Case No. 10-10782).  Kenneth A. Rosen, Esq., at
Lowenstein Sandler, P.C., assists the Company in its restructuring
effort.  The Company estimated its assets and debts at
US$100,000,001 to US$500,000,000.


SAINT VINCENTS: Has Deal to Sell Unit to North Shore for $15MM
--------------------------------------------------------------
Patrick Fitzgerald at Dow Jones Daily Bankruptcy Review reports
that Long Island's North Shore University Hospital has agreed to
purchase Saint Vincent's Hospital's certified home health-care
business out of bankruptcy for $15 million, pending higher bids at
a court-supervised auction.

The home health business provides care to people throughout New
York's five boroughs and Long Island who suffer such ailments as
heart conditions, diabetes and asthma.  The unit also provides
long-term care to patients in their homes as an alternative to
institutionalization.

North Shore is an 812-bed hospital in Manhasset, N.Y. It's one of
the largest providers of home-care services in the region with
over half a million visits a year.

According to Dow Jones, Saint Vincents has agreed to pay North
Shore a $300,000 break-up fee if bested at the auction.  The bid
rules call for prospective owner to take over the day-to-day
management of the home care business after the bankruptcy court
approves the sale but prior to the closing of the deal.

St. Vincent's wants to hold an auction for the property on Aug.
10, with a hearing to approve the sale slated for Aug. 19.  Judge
Cecelia G. Morris of the U.S. Bankruptcy Court in New York will
consider approval of the auction rules at a hearing scheduled for
July 22.

           About Saint Vincent Catholic Medical Centers

Saint Vincent Catholic Medical Centers -- http://www.svcmc.org/--
is anchored by St. Vincent's Hospital Manhattan, an academic
medical center located in Greenwich Village and the only emergency
room on the Westside of Manhattan from Midtown to Tribeca, St.
Vincent's Westchester, a behavioral health hospital in Westchester
County, and continuing care services that include two skilled
nursing facilities in Brooklyn, another on Staten Island, a
hospice, and a home health agency serving the Metropolitan New
York area.  Its behavioral health services also provide supportive
housing programs for people with mental illness throughout the
Metropolitan area.  Saint Vincent's is the designated provider for
the New York and New Jersey region of the US Family Health Plan
sponsored by the US Department of Defense.  Saint Vincent's serves
as the academic medical center of New York Medical College in New
York City. The healthcare organization is sponsored by the Roman
Catholic Bishop of Brooklyn and the president of the Sisters of
Charity of New York.

Saint Vincent Catholic Medical Centers of New York and six of its
affiliates filed for Chapter 11 protection on July 5, 2005 (Bankr.
S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary Ravert, Esq.,
and Stephen B. Selbst, Esq., at McDermott Will & Emery, LLP, filed
the Debtors' Chapter 11 cases.  On September 12, 2005, John J.
Rapisardi, Esq., at Weil, Gotshal & Manges LLP took over
representing the Debtors in their restructuring efforts.  Martin
G. Bunin, Esq., at Thelen Reid & Priest LLP, represented the
Official Committee of Unsecured Creditors.  As of April 30, 2005,
the Debtors listed $972 million in total assets and $1 billion in
total debts.  The Court confirmed the Debtors' Chapter 11 plan on
July 27, 2007.

St. Vincent Catholic Medical Centers and its affiliates returned
to the bankruptcy court by filing another Chapter 11 petition on
April 14, 2010 (Bankr. S.D.N.Y. Case No. 10-11963).  The new
petition listed assets of $348 million against debt totaling
$1.09 billion.  Adam C. Rogoff, Esq., and Kenneth H. Eckstein,
Esq., at Kramer Levin Naftalis & Frankel LLP, assist the Debtors
in their restructuring efforts.  The Debtors' special counsel is
Garfunkel Wild, P.C., while their Crisis Management Team is led by
Grant Thornton LLP.  The Debtors' Chief Restructuring Officer is
Mark E. Toney.


SEALY CORP: Posts $849,000 Net Income for May 9 Quarter
-------------------------------------------------------
Sealy Corporation filed its quarterly report on Form 10-Q,
reporting a net income of $849,000 on $316.5 million of net sales
for the three months ended May 30, 2010, compared with a net loss
of $5.3 million on $298.4 million of net sales for the three
months ended May 31, 2009.

The Company's balance sheet at May 30, 2010, showed $965.4 million
in total assets, $195.8 million in total current liabilities,
$798.1 million long-term obligations, $58.7 million in other
liabilities, and $871,000 deferred income liabilities, for a
stockholder's deficit of $88.1 million.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?65da

                         About Sealy Corp.

Trinity, North Carolina-based Sealy Corp. (NYSE: ZZ) --
http://www.sealy.com/-- is the largest bedding manufacturer in
the world with sales of $1.5 billion in fiscal 2008.  The Company
manufactures and markets a broad range of mattresses and
foundations under the Sealy(R), Sealy Posturepedic(R), including
SpringFree(TM), PurEmbrace(TM) and TrueForm(R); Stearns &
Foster(R), and Bassett(R) brands.  Sealy operates 25 plants in
North America, and has the largest market share and highest
consumer awareness of any bedding brand on the continent.  In the
United States, Sealy sells its products to approximately 3,000
customers with more than 7,000 retail outlets.

At May 31, 2009, the Company had $1.0 billion in total assets;
$222.8 million in current liabilities, $836.6 million in long-term
obligations, net of current portion, $95.9 million in rights
liability for convertible notes, $69.1 million in other
liabilities, $6.7 million in deferred income tax liabilities; and
$230.4 million in shareholders' deficit.

                           *     *     *

As reported by the Troubled Company Reporter on May 19, 2009,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Sealy Corp. to 'B' from 'B+'.  At the same time, S&P
lowered the issue-level ratings on the company's senior secured
credit facilities to 'BB-', from 'BB', while maintaining the '1'
recovery rating.  S&P also lowered the issue-level rating on the
Company's senior subordinated notes to 'CCC+' from 'B+', and
revised the recovery rating on these notes to '6' (indicating the
likelihood of negligible [0%-10%] recovery in a payment default)
from '4'.  At the same time, Standard & Poor's assigned its 'BB-'
issue-level rating with a recovery rating of '1' (indicating the
likelihood of very high [90%-100%] recovery) to Sealy Mattress'
proposed seven-year $350 million senior secured notes due 2016,
and a 'B' issue-level rating with a recovery rating of '4'
(indicating the likelihood of average [30%-50%] recovery) to its
proposed $177 million senior secured convertible pay-in-kind notes
due 2016.  Sealy's proposed $100 million asset-based revolving
credit facility maturing in 2013 is not rated.

On May 18, the TCR said Moody's Investors Service assigned a Ba3
rating to Sealy's proposed senior secured notes.  At the same
time, Sealy's B2 corporate family rating and probability-of-
default rating was affirmed as was the Caa1 rating on the senior
subordinated notes and SGL 3 liquidity rating.  The ratings
outlook remains negative.


SEMINOLE HARD ROCK: Moody's Downgrades Corporate to 'B2'
--------------------------------------------------------
Moody's Investors Service downgraded Seminole Hard Rock
Entertainment, Inc.'s Corporate Family Rating, Probability of
Default Rating, and senior secured note rating to B2 from B1.  A
negative outlook was assigned.

The downgrade of SHRE's Corporate Family Rating to B2 from B1
reflects the recent one-notch downgrade of the Seminole Tribe of
Florida's (Ba1/on review for possible downgrade) gaming division
debt along with the placement of the Tribe's ratings on review for
possible downgrade.  SHRE is a wholly-owned subsidiary of the
Tribe.

Moody's recently lowered the Tribe's ratings to reflect concerns
that despite the fact that its gaming division continues to
exhibit strong financial metrics, the Tribe's pattern of internal
control issues may be indicative of broader corporate governance
concerns.  While there is no contractual obligation for the Tribe
to support SHRE, Moody's assigns positive ratings support in the
form of one-notch uplift given the Tribe's financial strength and
the strategic nature of SHRE to the Tribe's own operations.
Additionally, of the Tribe's seven gaming and resort facilities in
Florida, two are Hard Rock branded casinos, which account for a
majority of SHRE's casino revenue.  Given the operational and
financial relationship between the Tribe and SHRE, any change to
the Tribe's ratings will also likely effect SHRE's ratings.

SHRE's B2 Corporate Family Rating also incorporates its favorable
brand recognition and the potential growth from fees coming from
casinos branded with the Hard Rock name.  Key concerns include the
company's high leverage, modest scale, exposure to the slowdown in
consumer spending, and its relatively undiversified business mix,
with a majority of revenues and EBITDA coming from a single
concept -- its company-owned cafes.

SHRE's negative outlook acknowledges that a further downgrade to
the Tribe's ratings could occur if internal control and corporate
governance issues result in other unintended consequences that
directly or indirectly impact SHRE or the Tribe's gaming
operations.  However, it should be noted that a downgrade to the
Tribe's ratings due solely to internal control and corporate
governance issues won't necessarily result in a downgrade of
SHRE's ratings, particularly if Moody's believe SHRE won't be
impacted in any material way.

Ratings downgraded and LGD assessments revised:

  -- Corporate Family Rating to B2 from B1

  -- Probability of Default Rating to B2 from B1

  -- Senior secured note rating due 2014 to B2 (LGD 4, 50%) from
     B1 (LGD 3, 48%)

The previous rating action for SHRE occurred on June 7, 2010, when
Moody's placed the company's ratings on review for possible
downgrade.

Seminole Hard Rock Entertainment, Inc., is an owner-operator and
franchisor of Hard Rock cafes, hotels and casinos throughout the
world.  The company is a wholly-owned subsidiary of the Seminole
Tribe of Florida and generates annual revenues of approximately
$530 million.


SEMINOLE TRIBE: Moody's Downgrades Rating on Bonds to 'Ba1'
-----------------------------------------------------------
Moody's Investors Service lowered the Seminole Tribe of Florida's
gaming division debt to Ba1 from Baa3, and its Special Obligation
Bonds to Ba2 from Ba1.  These ratings remain on review for further
possible downgrade.  Additionally, a Ba1 Corporate Family Rating
and a Ba1 Probability of Default Rating were assigned to the
Tribe.  All ratings are placed on review for possible downgrade.

"The downgrade of the Tribe's gaming division debt to non-
investment grade reflects Moody's view that the Tribe's pattern of
internal control issues are indicative of broader corporate
governance concerns that are not consistent with an investment
grade rating," stated Keith Foley, Senior Vice President at
Moody's.

On June 7, 2010, Moody's placed the Tribe's debt on review for
possible downgrade in response to the Tribe's receipt of a Notice
of Violation from the National Indian Gaming Commission alleging
that the Tribe is in violation of certain provisions of the Indian
Gaming Regulatory Act, NIGC regulations, and the Tribe's gaming
ordinance because it used net revenue realized from its gaming
operations for purposes other than those permitted by the
foregoing.

The assignment of a Ba1 CFR considers that none of the accounting
and corporate governance concerns raised so far are directly tied
to the Tribe's gaming division.  The CFR also assumes that the
known internal control issues will not have a significant impact
on the Tribe's ability to service its rated debt.  Additionally,
it acknowledges that the Tribe's gaming division continues to
exhibit strong financial metrics despite weak overall consumer
spending trends and increased competition in Florida.
Debt/EBITDA, including the gaming division and Special Obligation
Bonds, is expected to remain below 2.5 times.

The review for possible downgrade acknowledges the uncertainty
associated with the Tribe's ability to resolve the Notice of
Violation along with the possibility that it may invite further
regulatory and/or accounting scrutiny or result in other
unintended consequences that could directly impact the Tribe's
gaming operations -- the source of debt repayment for the Tribe's
rated debt.  Failure to resolve the Notice of Violation from NIGC
could cause the NIGC to impose monetary penalties on the Tribe in
an amount up to $25,000 per violation per day for any continuing
violation, and could include temporary or permanent closure of a
gaming facility.

Moody's notes that the Ba1 placed on the Gaming Division bonds is
one notch lower than that indicated by Moody's Loss Given Default
(LGD) methodology.  In this instance, Moody's view is that these
securities do not effectively benefit from the existence of the
structurally subordinate Special Obligation Bonds within the
capital structure.  Therefore, rating these bonds one notch lower
than the model indicates reflects Moody's current view of the true
expected loss profile of these securities.

Ratings lowered and placed on review for further possible
downgrade:

* Term loan due 2014 to Ba1 (LGD 3, 38%) from Baa3

* 6.535% Series 2005 B bonds due 2020 to Ba1 (LGD 3, 38%) from
  Baa3

* 5.798% Series 2005 A bonds due 2013 to Ba1 (LGD 3, 38%) from
  Baa3

* Tax-exempt Series 2007A Special Obligation Bonds due 2027 to Ba2
  (LGD 5, 89%) from Ba1

* Taxable Series 2007B Special Obligation Bonds due 2020 to Ba2
  (LGD 5, 89%) from Ba1

* Taxable Series 2008A Special Obligation Bonds due 2020 to Ba2
  (LGD 5, 89%) from Ba1

Ratings assigned:

* Corporate Family Rating at Ba1
* Probability of Default Rating at Ba1

The prior rating action occurred on June 7, 2010, when Moody's
placed the Tribe's debt on review for possible downgrade.

The Seminole Tribe of Florida is a federally recognized Indian
tribe that owns and operates seven gaming and resort facilities
throughout southern and central Florida.  The Tribe also owns
Seminole Hard Rock Entertainment, Inc., which owns and operates
Hard Rock cafes located throughout North America, Europe, Asia,
Australia and the Caribbean.  The Tribe does not publicly disclose
financial information.


SHILOH INDUSTRIES: Moody's Upgrades Corp. Family Rating to 'B2'
---------------------------------------------------------------
Moody's Investors Service upgraded Shiloh Industries, Inc's
ratings, including its Corporate Family Rating which was raised to
B2 from B3.  The rating outlook is revised to stable from
negative.

The upgrade of the CFR acknowledges Shiloh's evidenced improvement
in performance stemming from better conditions in the automotive
end markets.  It also considers Moody's expectation for the
company to recognize sustained improvement in profitability.
Shiloh has undertaken significant actions to lower its cost
structure resulting in gross margins nearing pre-downturn levels
despite lower volumes.  While Moody's expects operating margins
may remain somewhat below peak levels which were in the mid-single
digit range, Shiloh has won new business awards and is well-
positioned to benefit from favorable trends in light vehicle
production.

Moody's expects Shiloh to maintain adequate liquidity and enhance
its free cash flow generation.  While Shiloh maintains minimal
balance sheet cash, in Moody's opinion, Shiloh should maintain
adequate cushion under its financial maintenance covenants to
permit access to its $80 million revolving credit facility
($34 million of cash borrowings at 4/30/2010).  Moody's believes
availability as governed by a borrowing base calculation could be
limited to less than the full $80 million commitment.

The B2 CFR reflects Shiloh's significant customer concentration,
small size, and exposure to the cyclical automotive industry.  A
strong market position in engineered welded banks, customer pass-
through arrangements for raw materials, positive free cash flow,
and management's demonstrated commitment to debt reduction
supports the CFR.  Low adjusted debt-to-EBITDA leverage of 2.5x
(LTM 4/30/10) also supports the rating.

The stable outlook anticipates that Shiloh will maintain adequate
liquidity to support its operations over the near-term, generate
positive free cash flow, and maintain relatively low absolute debt
levels.

A summary of the actions follows:

* Corporate Family Rating upgraded to B2 from B3

* Probability of Default Rating upgraded to B3 from Caa1

* Senior secured revolving credit facility rating upgraded to Ba3
  (LGD 2; 18%) from B2 (LGD 3; 31%)

* Outlook changed to stable from negative.

The most recent rating action for Shiloh was on April 17, 2009,
when Moody's downgraded the CFR to B3 from B1.

Headquartered in Valley City, Ohio, Shiloh Industries, Inc., is a
manufacturer of first operation blanks, engineered welded blanks,
complex stampings and modular assemblies for the automotive, heavy
truck and other industrial markets.


SITHE/INDEPENDENCE FUNDING: Moody's Cuts Ratings on Bonds to 'Ba3'
------------------------------------------------------------------
Moody's Investors Service has downgraded the rating of
Sithe/Independence Funding Corporation's senior secured bonds to
Ba3 from Ba2.  In addition, the outlook on the bonds has been
revised to negative.  This concludes the review initiated on
June 9.

The downgrade follows yesterday's downgrade of Dynegy Holdings,
Inc. Corporate Family Rating to B3 from B2.  Sithe's downgrade
reflects the project's close relationship with Dynegy and the
relative absence of ring-fencing in place between Dynegy and the
project.  Dynegy owns Sithe; it is the sole holder of the
project's $419 million of unrated subordinated debt; and it is the
guarantor of the obligations of its affiliate, Dynegy Power
Marketing, under DPM's tolling and financial swap agreements with
the project that together relate to 90% of the project's energy
output and contribute a substantial portion of its gross margins.
It also operates and serves as energy manager for the project, and
as such has entered into a number of short term hedges on the
project's behalf.  That said, Moody's notes that the majority of
the project's cash flows come from its contract with Consolidated
Edison Company of New York (A3 stable) for 740 MW of capacity.

The Ba3 rating considers that while the project's probability of
default may be high for a Ba-category rating, expected loss
remains relatively low given the limited amount of remaining
project debt.

As Moody's previously noted, Sithe does not benefit from certain
ring-fencing measures, including an independent director, that are
characteristic of many other project financings, particularly
those that are wholly-owned by non-investment grade companies.
One potential consequence of the project's lack of independence
and its exposure to Dynegy is its continued failure to exercise
any of the remedies available to it as a result of the continuing
technical defaults under the various project agreements with DHI's
affiliates.  These defaults are due to Dynegy's non-investment
grade credit quality and its failure to provide substitute
guaranties of its subsidiaries' obligations.  Moody's notes these
defaults pre-existed Dynegy's acquisition of the project and the
previous owner similarly elected not to exercise any of the
remedies available to it at the time.

While senior lenders benefit from the very limited rights of the
subordinated debt until the senior notes are repaid in full, the
project's close and complex relationship with Dynegy could make it
easier for Dynegy to file Sithe for voluntary bankruptcy and seek
its substantive consolidation should Dynegy have to file itself.
Because the project nets subordinated interest expense against
cash flow available for debt service, Moody's believes that the
project's subordinated debt obligations to Dynegy could
potentially prevent it from complying with its 1.5x restricted
payments test and making distributions as well as subsequent
payments of subordinated debt service to Dynegy.  According to
this method of calculation, debt service coverage averaged just
1.55x in 2009 and 1.51x in 2008, and it was below 1.5x for the
twelve months from July 2008 through June 2009.  This might
ordinarily be considered a credit strength.  Under the
circumstances, however, this could increase Dynegy's incentive to
file the project for bankruptcy protection in order to gain access
to excess project cash flows, though Moody's believes that the
costs and risks associated with such a move could still exceed any
benefits it provides.  Moody's notes that the relative costs and
benefits of including the project in a Dynegy bankruptcy filing
and the potential motivations for doing so are not entirely clear
at the moment.  Furthermore, Moody's believe that there will be
clear indications of distress at Dynegy well before the company is
forced to file for bankruptcy.  It is also important to note that
Dynegy's ratings incorporate the possibility of defaults other
than bankruptcy, such as a distressed exchange, which would not
affect the project directly.

Fundamentally the project continues to perform very well for the
rating category notwithstanding a slight drop in debt service
coverage over the past two years according to Moody's
calculations, which are prior to the payment of subordinated debt
service but after capex.  According to Moody's calculations,
coverage declined to 1.65x in 2008 and 1.61x in 2009 from 1.74x in
2007 primarily because of increases in operating expenses and debt
service and a decrease in interest income, which were not fully
offset by an increase in gross margins of $15 million over the two
year period.  The drop in debt service coverage to 1.3x (according
to management's calculations) in the first quarter of 2010 was due
to the delayed settlement of payments owed to Dynegy as a result
of various hedges and attributable to 2009.  Dynegy entered into a
number of additional short term hedges on the project's behalf in
order to mitigate its exposure to power and gas price risk related
to a discount owed to ConEd based upon the market price of power
and a guarantee of Novelis' purchased power costs, covering a
total of approximately 80 MWs.

While the Dynegy swap and toll are both above market, on a net
basis Moody's believes the project continues to have reasonably
strong economics from Dynegy's perspective notwithstanding the
deterioration in market conditions.  Furthermore, Moody's note
that the senior debt is scheduled to be fully repaid by 2013.

The negative outlook on the project reflects the negative outlook
on Dynegy.  The project rating will face further downward pressure
if Dynegy's financial condition deteriorates further, increasing
the probability of a bankruptcy filing.  While the project's
rating is unlikely to be upgraded in the near term given the
negative outlook, the outlook will likely be stabilized if
Dynegy's own outlook is stabilized as well.

The last rating action on Sithe Funding occurred on June 9, 2010,
when the Project's rating was placed under review for downgrade.

Sithe/Independence Funding Corporation is a wholly owned
subsidiary of Sithe/Independence Power Partners, L.P., which is a
1,064 MW natural gas fired cogeneration facility located in Oswego
County, New York.  Sithe Funding's debt is guaranteed by Sithe
Power (the project) and secured by all the assets of Sithe Power.
The project is owned by Dynegy Holdings Inc. (B3 CFR, neg outlook)
and is capitalized with approximately $287 million of outstanding
senior secured notes and $419 million of subordinated debt held by
Dynegy.


SK HAND: Files Ch. 11 in Chicago for Sale to Ideal Industries
-------------------------------------------------------------
SK Hand Tool Corp. filed a Chapter 11 petition on June 29 in
Chicago (Bankr. N.D. Ill. Case No. 10-28882).

SK Hand manufactures hand and power tools.  The Company has a
plant in Chicago and a non-operating facility in Defiance, Ohio.
The petition says that assets and debts are $10,000,001 to
$50,000,000.

According to Bill Rochelle at Bloomberg News, SK Hand has a
contract to sell its business to Ideal Industries Inc.  The price
will be $3.25 million unless a higher bid turns up at auction.  SK
wants the bankruptcy judge to schedule an auction so the hearing
for approval of the sale can occur by July 26.

SK owes $9 million to the secured lender Webster Business Credit.

SK blamed the filing on the loss of customers, rising labor costs,
and the recession.


SMURFIT-STONE: Reorganization Plan Declared Effective July 1
------------------------------------------------------------
Smurfit-Stone Container Corporation has successfully completed
its financial restructuring and has officially emerged from
Chapter 11 as a newly reorganized, publicly traded company that
will begin trading on the New York Stock Exchange under the
symbol SSCC effective July 1, 2010.

The company's Plan of Reorganization and Plan of Compromise and
Arrangement for Smurfit-Stone Container Canada Inc. and its
affiliated Canadian Debtors, which was confirmed by the U.S.
Bankruptcy Court for the District of Delaware on June 21, 2010,
and recognized by a Canadian court order, has become effective
June 30, 2010.

All outstanding closing conditions have been satisfied or waived,
disclosed a company statement.

Smurfit-Stone emerged from Chapter 11 after a 17-month
restructuring that slashed the packaging manufacturer's debt load
by nearly $3 billion, notes The Wall Street Journal.

"This is an exciting day for Smurfit-Stone.  We have successfully
completed our financial restructuring in just 17 months and we
exit Chapter 11 as a well-positioned industry leader with a
healthier balance sheet and improved cost structure," Patrick J.
Moore, Smurfit-Stone's chief executive officer said.  "We are re-
energized, committed to serving the needs of our customers and
achieving long-term profitable growth for our shareholders."

Mr. Moore said in an interview with the Journal that the
restructuring created a lot of liquidity in the $750,000,000
range and Smurfit-Stone is in a very strong cash position.  "We
wanted to fix the capital structure during the course of the
restructuring, and that's what we did," Mr. Moore said.

"I appreciate the hard work and dedication of our employees who
worked tirelessly during the reorganization process and remained
focused on providing outstanding value to our customers," added
Mr. Moore.

During its restructuring, the company closed a number
manufacturing facilities, allowing it to become a "much leaner
organization," the Journal quoted Mr. Moore as saying.  The
closed facilities include mills in Missoula, Montana, and
Ontonagon, Michigan, which triggered protests from local
residents.  The Delaware Court prompted Smurfit-Stone to
negotiate with local officials.

According to Mr. Moore, the company is still in talks with the
officials and is working closely with them to find viable
alternative uses for the plants, the Journal reports.

                            New BOD

In conjunction with Smurfit-Stone's completion of its financial
restructuring, the company announced a new board of directors,
including Ralph F. Hake, who has been appointed non-executive
chairman of the Smurfit-Stone board of directors.  Mr. Hake is
the former chairman and CEO of Maytag Corporation.

Additional board members include:

  * Timothy J. Bernlohr, former president and chief executive
    officer of RBX Industries, Inc.;

  * Terrell K. Crews, former EVP and chief financial officer of
    Monsanto;

  * Eugene I. Davis, chairman, CEO and chief restructuring
    officer for Pirinate Consulting Group LLC;

  * Michael E. Ducey, former president and CEO of Compass
    Minerals International, Inc.;

  * Jonathan F. Foster, managing director of Current Capital
    LLC;

  * Ernst A. Haberli, former president, commercial operations,
    international of Gillette Company;

  * Arthur W. Huge, former president and CEO of Menasha
    Corporation;

  * Steven J. Klinger, president and chief operating officer of
    Smurfit-Stone;

  * Patrick J. Moore, CEO of Smurfit-Stone; and

  * James J. O'Connor, former chairman and CEO of Unicom
    Corporation and the former Smurfit-Stone lead independent
    director.

               Administrative Claims Bar Date

All requests for compensation or reimbursement of the fees of any
professional employed in Smurfit-Stone's Chapter 11 cases and
claims for making a substantial contribution under Sections
503(b)(3)(D) or 503(b)(4) of the Bankruptcy Code; and requests
for payment of an administrative expense claim, must be filed not
later than 45 days after the Effective Date or August 14, 2010,
unless the deadline is extended by Smurfit-Stone in its
discretion.

                 Smurfit-Stone Common Stock

In accordance with the terms of the Plan, Smurfit-Stone's
previous common stock and preferred stock have been cancelled.
However, the Plan provides that 2.25 percent of a new "Smurfit-
Stone Common Stock Pool" will be distributed pro rata to the
company's previous preferred stockholders and 2.25 percent of the
New Smurfit-Stone Common Stock Pool will be distributed pro rata
to the company's previous common stockholders.

Upon completion of all distributions to former creditors under
the Plan, as well as holders of the former preferred stock and
the former common stock, the company will have approximately 100
million shares of common stock issued and outstanding.

In a regulatory filing with the Securities & Exchange Commission
dated June 30, 2010, Smurfit-Stone disclosed that holders of all
of the company's outstanding common stock received a pro-rata
distribution of 2,172,175 shares of new common stock issued by
Smurfit-Stone Container Enterprises, Inc. and the holders of all
of Smurfit-Stone's outstanding 7% Series A Cumulative
Exchangeable Redeemable Convertible Preferred Stock received a
pro-rata distribution of 2,172,174 shares of new common stock.

                  PBGC Hails Saved Pensions
                 at Reorganized Smurfit-Stone

Vince Snowbarger, acting director of the Pension Benefit Guaranty
Corporation expressed his pleasure at Smurfit-Stone's emergence.

In a statement, Mr. Snowbarger said:

  "The PBGC works actively with companies in bankruptcy to
  preserve worker pensions. So we are pleased to report success
  as Smurfit-Stone today emerges from Chapter 11 with its
  pension plans ongoing.  Termination of the pension plans would
  have meant benefit cuts for the 61,000 workers and retirees
  covered by the plans, and $1.5 billion in liabilities added to
  the PBGC's deficit.  We salute Smurfit-Stone and its lenders
  for completing a reorganization that does not burden retirees
  or the pension insurance program."

The PBGC previously filed approximately 150 claims, which were
consolidated in Smurfit-Stone's Chapter 11 cases.

The PBGC is a federal corporation created under the Employee
Retirement Income Security Act of 1974.  It currently guarantees
payment of basic pension benefits earned by 44 million American
workers and retirees participating in over 29,000 private-sector
defined benefit pension plans.  The agency receives no funds from
general tax revenues.  Operations are financed largely by
insurance premiums paid by companies that sponsor pension plans
and by investment returns.

                      About 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.


SMURFIT-STONE: 130+ Claims Change Hands for June
------------------------------------------------
For the period June 1 to 30, 2010, more than 130 claims were
transferred by various creditors to various entities, including
Fair Harbor Capital LLC, Liquidity Solutions, Inc., Sierra
Liquidity Fund LLC; United States Debt Recovery LLC; Contrarian
Funds LLC; The Seaport Group LLC; Jefferies Leveraged Credit
Products LLC; and Blue Heron Micro Opportunities Fund LLP.

Among the claims transferred were the claims filed by:

  Transferor                                  Amount
  ----------                                ---------
  Andritz (USA), Inc.                        $121,491
  Copeland Holdings LLC                        29,896
  Robar Machine, Inc.                          28,962
  Visions                                      18,800
  ABM Janitorial Services Corp.                 5,087
  MVP Contracting Ltd.                          4,465
  Document Disintegration, Inc.                 2,500
  Schaeffer Electric Co. Inc.                   1,495
  Brennan & Associates                          1,400
  Insta Space Storage                             877

                      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.


SOCAL BANCORPORATION: Ownership in PBB Decreased to 3.75%
---------------------------------------------------------
SoCal Bancorporation disclosed that on May 3, 2010, Professional
Business Bank received an investment of $12.6 million in new
equity capital.  As a result of the capital infusion, SoCal's
ownership percentage in PBB decreased from 100% to 3.75%.

               Pbb Renews Commitment to Serving
                      Local Communities

PBB remains committed to serving customers in the Los Angeles and
Orange County markets and continues to offer a full suite of loan
and deposit products that can be tailored to meet the needs of
customers.  As of the May 3, 2010 capital investment, PBB's
capital ratios were in compliance with PBB's regulatory orders and
above regulatory "well-capitalized" thresholds.

"We are pleased to complete this capital raise and renew our focus
on providing unmatched service to our customers," Mary Lynn Lenz,
President and CEO of PBB said.  "We remain committed to being an
active banking partner in our communities and working closely with
customers to provide the products and services they need."

                  Socal May Not Continue as a
                         Going Concern

The year ended December 31, 2009 and the first quarter of 2010
were very difficult for SoCal.  Notwithstanding the stabilizing
national economy and improving equity markets, SoCal has continued
to struggle as a result of a decline in the value of SoCal's
assets and inability to raise additional capital.

SoCal has been trying to raise capital for over a year.  Despite
substantial investment of time and energy, this effort was
unsuccessful due to investor concerns regarding SoCal's investment
in PBB. SoCal has also presented proposals to its debt holders to
convert their claims into SoCal equity without success.

With SoCal unable to attract outside capital, on May 3, 2010,
Belvedere Capital Fund II L.P. directly invested $12.6 million
into PBB following an arms-length negotiation between the Fund and
PBB.  PBB was advised by independent third-party bank advisory
valuation firms in guiding its share issuance price negotiation
with the Fund.  SoCal's audited financial statements as of
December 31, 2009, and unaudited financial statements as of
March 31, 2010, that are included at the end of this announcement
do not include the effects of this investment.

SoCal's common stock is junior to over $34 million of debt and
accrued interest.  Based on recent valuation data, the fair value
of SoCal's assets (primarily its 3.75% ownership in PBB) is
significantly less than SoCal's debt obligations.  Among the
senior claims on SoCal's assets is a note that is secured by
SoCal's equity investment in PBB.  SoCal is in default on this
note, lacks the financial resources to service or repay its debt
obligations, and effectively has no ability to raise additional
cash. If the senior secured lender forecloses on the equity SoCal
holds in PBB then SoCal will have no operating assets.  As a
result of the foregoing, and as indicated by our auditors, we can
provide no assurance that SoCal will be able to continue as a
going concern.  The ramifications of SoCal's inability to continue
as a going concern are not expected to have any impact on PBB, its
customers or its employees.


SOUTH BAY: Has Plan Exclusivity Until Nov. 17
---------------------------------------------
South Bay Expressway LP was granted an extension until Nov. 17 of
the exclusive right to propose a reorganization plan.  The Debtor
said there can't be a plan to deal with $530 million in secured
debt until a court ruling on whether contractors have mechanics'
liens that come ahead of secured lenders.  No objections were
filed to the extension request.

                   About South Bay Expressway

South Bay Expressway, L.P., dba San Diego Expressway, L.P., filed
for Chapter 11 on March 22, 2010 (Bankr. S.D. Calif. Case No.
10-04516).  Its affiliate, California Transportation Ventures
Inc., also filed for bankruptcy.

The Debtors developed and operate a four lane, nine mile express
toll road in Southern California commonly referred to as the South
Bay Expressway or State Road 125.  Both estimated assets and debts
of $500 million to $1 billion in their bankruptcy petitions.

Robert Pilmer, Esq., at Kirkland & Ellis LLP, represents the
Debtors in their restructuring effort.  PricewaterhouseCoopers LLP
is auditor and tax advisor.  Imperial Capital LLC is financial
advisor. Epiq Bankruptcy Solutions LLC serves as claims and notice
agent.

The Debtors say that as of the bankruptcy filing, they have
roughly $640 million in book value of total assets and roughly
$570 million in book value of total liabilities.

Bankruptcy Creditors' Service, Inc., publishes South Bay
Expressway Bankruptcy News.  The newsletter tracks the Chapter 11
proceeding undertaken by South Bay Expressway LP and California
Transportation Ventures Inc.  (http://bankrupt.com/newsstand/or
215/945-7000).


SOUTH DAKOTA STATE MEDICAL: A.M. Best Affirms 'B' FSR
-----------------------------------------------------
A.M. Best Co. has revised the outlook to stable from negative and
affirmed the financial strength rating of B (Fair) and issuer
credit rating of "bb" of South Dakota State Medical Holding
Company, Inc., d/b/a DAKOTACARE (Sioux Falls, SD).

Effective December 31, 2008, DAKOTACARE terminated its
participation in the Medicare Advantage Special Needs Plan.  The
change reversed DAKOTACARE's underwriting losses that it
experienced in 2007 and 2008, which had a strongly unfavorable
impact on the company's capital and surplus.  In 2009, the level
of risk-based capital improved due to the reduced amount of net
premiums written, while DAKOTACARE's capital balance was enhanced
by the adoption of the Statement of Statutory Accounting Principle
No. 10R, which provided for a one-time deferred tax asset of
almost $1.5 million.  The company also benefited from the setting
of a contingency reserve that was withheld from provider payments.
This treatment of the physician's withholding is a permitted
practice in South Dakota and added $2.2 million to capital in
2009. Subsequently, $2.1 million was repaid during first quarter
2010.

In 2009 and continuing into 2010, DAKOTACARE's operating
performance improved. A.M. Best is concerned that the company
could still pursue additional stock repurchases, and that the
improvements made to DAKOTACARE's capital are based on two
significant non-operational adjustments.  However, A.M. Best
believes that the short-tailed nature of the Medicare Advantage
Special Needs Plan will not have any lingering effects on the
company's future operations.


STANDARD PACIFIC: S&P Gives Positive Outlook, Keeps 'B-' Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Irvine,
Calif.-based homebuilder Standard Pacific Corp. to positive from
stable.  The outlook revision reflects improvement in the
company's core California markets that S&P believes could support
improved credit measures.  At the same time, S&P affirmed its 'B'
corporate credit rating on the company, as well as its 'B-' rating
on roughly $884 million of senior unsecured notes and its 'CCC+'
rating on roughly $105 million of senior subordinated notes.

"S&P's rating on Standard Pacific continues to reflect the
company's aggressively leveraged financial profile, as measured by
high debt levels relative to EBITDA and by weak coverage ratios,"
said Standard & Poor's credit analyst James Fielding.  "However,
the company's liquidity position has strengthened following the
successful refinancing of most of the company's near-term debt.
In S&P's view, Standard Pacific is now better positioned to take
advantage of improving conditions in some of its core California
housing markets."

The positive outlook acknowledges improving performance within
Standard Pacific's California platform.  S&P would raise its
ratings one notch if it appears that the company will meet or
exceed its base case assumptions for fiscal 2010, such that debt-
to-EBITDA will end the year closer to 7x.  S&P is unlikely to
raise the rating by two or more notches until a broader recovery
takes hold and key credit measures improve more substantially
(i.e. debt/EBITDA comes closer to 4x to 5x).  S&P would lower its
ratings on Standard Pacific if the housing recovery stalls and
operating cash flow deficits become larger than S&P currently
anticipates, such that cash holdings fall below $300 million.


SUNESIS PHARMA: Closes $28.5-Mil. Final Tranch of 2009 Placement
----------------------------------------------------------------
Sunesis Pharmaceuticals Inc. said a final closing under a
securities purchase agreement entered into on March 31, 2009 with
a group of accredited investors, Sunesis has sold $28.5 million of
common stock at a price of $0.275 per share.

In conjunction with this common stock closing, all outstanding
shares of Series A preferred stock issued in the April and October
2009 closings of the private placement have been converted into
common stock.  Sunesis estimates that net proceeds from the
closing will be approximately $26.7 million, with associated fees
to the placement agents in the 2009 private placement due in the
third quarter.

Giving effect to the gross proceeds from the common stock closing,
net proceeds of $10.3 million to date from sales through the
controlled equity offering facility entered into in April 2010 and
estimated second quarter expenses, Sunesis estimates that it has
approximately $49.3 million of cash and cash equivalents as of
June 30, 2010.  Giving effect to the financings and the conversion
of all outstanding shares of Series A preferred stock, Sunesis has
221.2 million shares of common stock outstanding as of June 30,
2010.

"With a strong balance sheet, Sunesis is well positioned to move
forward with the initiation of our pivotal Phase 3 trial of
voreloxin in acute myeloid leukemia while we continue to evaluate
financial and strategic options for realizing its full clinical
and commercial potential.  We remain on track with our plan to
start a pivotal trial this year," said Daniel Swisher, Sunesis'
Chief Executive Officer.  "Further, the common stock closing
announced today marks the investors' exercise of their rights to
invest in a final tranche of our 2009 private placement and the
return of our capital structure to a single class of stock. We
appreciate the strong ongoing support of the investor group."

The securities purchase agreement provided for the private
placement of $43.5 million of shares, all of which have now been
sold. Participants in the private placement included funds managed
by Bay City Capital, New Enterprise Associates, Alta Partners,
Caxton Advantage Life Sciences Fund, Merlin Nexus, Nextech
Venture, OpusPoint Partners, Venrock Associates and Vision Capital
Advisors and members of Sunesis' management.

                   About Sunesis Pharmaceuticals

South San Francisco, Calif.-based Sunesis Pharmaceuticals, Inc.
(NASDAQ: SNSS) -- http://www.sunesis.com/-- is a
biopharmaceutical company focused on the development and
commercialization of new oncology therapeutics for the treatment
of hematologic and solid tumor cancers.

                           *     *     *

As reported in the Troubled Company Reporter on April 6, 2010,
Ernst & Young, LLP, in Palo Alto, Calif., expressed substantial
doubt about the Company's ability to continue as a going concern
after auditing the Company's financial statements for 2009.  The
independent auditors noted that of the Company's recurring losses
from operations.


TAGISH LAKE: Pacific Metals Intends to Make Take-Over Bid
---------------------------------------------------------
New Pacific Metals Corp. intends to make an offer to purchase all
of the common shares of Tagish Lake Gold Corp.  New Pacific's
offer is $0.06 per share payable in cash or in 0.0822 New Pacific
shares, or a combination of 50% in cash and 50% in New Pacific
shares at the election of the Tagish Lake shareholders.  New
Pacific is concurrently offering to purchase for cash the
approximately $7.4 million in secured and unsecured debt on the
books of Tagish Lake.  Secured creditors of Tagish Lake (the
"Secured Creditors") are being offered 100% of their proven claim
amounts with no conditions, and unsecured creditors will be
offered 100% of their debt on the books of the Company subject to
the fulfillment of certain conditions under the take-over bid.

The Offer for the Tagish Lake common shares represents a premium
of 50% over Tagish Lake's closing share price on July 2, 2010, and
a 50% premium to Tagish Lake's 20-day, and year to date volume-
weighted average closing price on the TSX Venture Exchange.  New
Pacific is offering Tagish Lake shareholders certainty, and a
solution to remove Tagish Lake from Companies Creditors
Arrangement Act protection, with a compelling premium to the
longstanding share price, in a bid that enables them to choose to
cash out or participate in the development of Tagish Lake's Skukum
Creek Gold District.

New Pacific has $10 million in cash, a further $10 million
available under a line of credit, a transparent ownership
structure and a track record of raising capital in North American
financial markets.  Its management and directors have a history of
operational success in bringing high grade, narrow vein mines into
production effectively.

The Offer

The Offer permits Tagish Lake shareholders to choose between:


a.  $0.06 per share in cash (the "Cash Election"); or
b.  0.0822 of a New Pacific share (the "Share Election"), at an
    implied price of $0.73 per New Pacific share, being the 20 day
    VWAP of New Pacific shares on the TSXV up to July 2, 2010; or
c.  a combination of 50% in cash and 50% in New Pacific shares
    (the "Combined Election").

Consideration receivable by Tagish Lake shareholders under the
Offer represents a compelling 50% premium over both Tagish Lake's
closing share price of $0.04 on the TSXV on July 2, 2010 and
Tagish Lake's 20-day and year to date VWAPs on the TSXV.

Further:

-- the Offer represents a premium of approximately 860% over the
    Offered value that had been approved by the Tagish Lake Board
    of Directors under the proposed amalgamation in 2009 with YS
    Mining Company Inc., which valued the Tagish Lake shares at
    $0.00625 per share.  That proposed amalgamation did not
    receive approval from TSXV and was subsequently terminated by
    YSM.

-- the Offer also represents a superior alternative to Tagish
    Lake management's submission to the Supreme Court of British
    Columbia in the CCAA action that the asset value of the
    Company is less than its $7.4 million debt.

                    Offer to Secured Creditors

New Pacific is offering to pay Secured Creditors 100% of their
proven claim amounts in cash.  Secured Creditors who accept the
offer will be paid regardless of the outcome of the takeover bid.

                   Offer to Unsecured Creditors

New Pacific is offering to pay Unsecured Creditors 100% of the
value of their debt on the books of the Company, subject to the
minimum tender condition under the takeover bid being satisfied
and New Pacific taking up and paying for Tagish Lake shares
tendered to the Offer.

                  Additional Details of the Offer

Full details of the Offer and the offer to the Secured Creditors
and Unsecured Creditors will be contained in a formal offer and
take-over bid circular to be filed with securities regulatory
authorities and mailed to Tagish Lake shareholders and creditors.
New Pacific has formally requested a list of Tagish Lake
shareholders and expects to formally launch its Offer as soon as
practicable following receipt of the Tagish Lake shareholder list.
The Offer will remain open for at least 35 days following the
commencement of the Offer.  Copies of the Offer, offering circular
and related documents will also be made available under New
Pacific's filings on the SEDAR system: http://www.sedar.com.

The Offer, and the offer to Unsecured Creditors will be subject to
certain customary conditions including: a minimum tender threshold
of 66 2/3% of the Tagish Lake Shares, receipt of all required
regulatory approvals and third-party consents, the absence of any
material adverse change in Tagish Lake; the absence of certain
prohibited activities on the part of Tagish Lake (including share
issuances, material debt issuances, acquisitions and dispositions)
between the date hereof and the expiry of the Offer; and no untrue
statements or omissions in Tagish Lake's public disclosure.

New Pacific holds, through a wholly owned subsidiary, 14,300,000
shares of Tagish Lake acquired at prevailing prices through the
facilities of the TSXV, representing 9.9% of the current issued
and outstanding capital of Tagish Lake.

This press release does not constitute an offer to buy or an
invitation to sell, or the solicitation of an offer to buy or
invitation to sell, any of the securities of New Pacific or Tagish
Lake. Such an offer may only be made pursuant to an offer and
take-over bid circular filed with the securities regulatory
authorities in Canada.

                     Background to the Offer

Due to threats from secured creditors to seize the Company's
assets, Tagish Lake sought, and is currently under Court
protection from creditors pursuant to, an Order of the Supreme
Court of British Columbia, under the CCAA granted April 9, 2010,
as extended and amended by a Claims Process Order on May 7, 2010.
See Tagish Lake press releases of April 12, May 6, and May 17,
2010.

Prior to announcing this Offer, New Pacific made a written
proposal to the Board of Tagish Lake offering to immediately pay
off and take an assignment of any outstanding secured loans and to
agree not to enforce any security for at least one year, in
conjunction with a friendly acquisition of Tagish Lake at $0.06
per common share, pursuant to a statutory Plan of Arrangement.  On
July 4, 2010, New Pacific received a response from the CEO of
Tagish Lake advising that the board was prepared to discuss the
proposal, but was unable to convene a board meeting to consider
the matter until Tuesday July 6, 2010.  New Pacific looks forward
to hearing from the Tagish Lake board.

While New Pacific would much prefer to negotiate a friendly
transaction with Tagish Lake, New Pacific is of the view that its
proposal to Tagish Lake is material information that must be
disclosed to the market.  There is no certainty that a negotiated
transaction on acceptable terms can be reached.

Should New Pacific be successful in its proposed offer, a priority
will be to call an annual general meeting to elect directors, as
the last shareholder meeting was held in March 2007.

New Pacific has secured a letter of credit in the amount of up to
$10,000,000 with a shareholder of New Pacific.  The letter of
credit will bear interest at the Bank of Montreal prime rate plus
7% per annum, and New Pacific must pay an establishment fee of up
to $350,000.

                     About New Pacific Metals

New Pacific is engaged in the exploration and development of
mineral resources, gold-poly-metallic projects in China and other
jurisdictions. New Pacific has extensive experience in
implementing high grade resource development projects.


TAYLOR BEAN: Authorized to Sell Reverse Mortgages
-------------------------------------------------
Bill Rochelle at Bloomberg News reports that Taylor Bean &
Whitaker Mortgage Corp. received permission from the bankruptcy
judge to sell 24 reverse mortgages for $1.14 million.  The
mortgages have a combined principal balance of about $2.7 million.

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.


TERRA INDUSTRIES: S&P Raises Corporate Credit Rating to 'BB+'
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
corporate credit rating on Sioux City, Iowa-based Terra Industries
Inc. and its issue rating on Terra Capital Inc. to 'BB+' from
'BB'.  The outlook is stable.

The rating revision follows the successful competition of the
acquisition of Terra by CF Industries Inc. (BB+/Stable/--).  Terra
Industries and its wholly owned subsidiary Terra Capital are now
wholly owned subsidiaries of CF Industries.  On April 5, 2010, S&P
revised the implications of its CreditWatch listing on Terra to
positive from developing to reflect the increased likelihood of
the completion of the acquisition.  At the same time, S&P is
withdrawing its ratings on Terra following a request by CF
Industries.


TEXAS RANGERS: Plan Confirmation Delayed for Mediation
------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Texas Rangers
Baseball Partners decided to mediate rather than rush to a plan-
confirmation hearing on July 9 where the bankruptcy judge had
warned they might lose.

The report relates that the confirmation hearing for approval of
the prepackaged reorganization plan was originally set for July 9.
With the mediation, the confirmation hearing was rescheduled to
July 22.  The team's prospective buyers complained about the delay
and prevailed on the judge to move confirmation back to July 9,
although the judge warned when he did that there was a "real risk"
the plan would fail.  Late last week, the parties decided to move
confirmation back to July 22 so there will be sufficient time for
mediation that begins July 6.

Bloomberg continues that the mediator is another bankruptcy judge
in Fort Worth.  The mediation will be conducted at the offices of
the chief restructuring officer for the two partnerships that own
the team.

                       The Chapter 11 Plan

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.


TOP OF THE KRESS: Files for Bankruptcy to Reorganize Finances
-------------------------------------------------------------
KSWT.com reports that Top of the Kress filed for bankruptcy under
Chapter 11 to reorganize its finances.

Company owner Frank and Mark Ruiz stated, "We want to go public
with the announcement that we have filed a Chapter 11 Bankruptcy
reorganization. We want everyone to know that we do not plan on
laying off anyone of our over 50 staff members.  By taking this
protective step in ensures us that the Kress will continue to be
open and running our business as usual.  We hope this puts an end
to the rumors that we are closing.  As a thank you to our
customers we are offering a summer long promotion on Fridays, with
your 5.00 cover charge you will now receive 2 free drinks! This
step forward was caused by the continued financial troubles of AEA
Credit Union and their decision to cut off many of their clients
lines of credit.  The Top of The Kress has sought out alternative
stable financing and will continue to move ahead going strong and
we are here to stay."

Tope of the Kress operates a bar on Main Street in downtown Yuma.


TREASURE CHEST: Taps Stichter Riedel as Bankruptcy Counsel
----------------------------------------------------------
Treasure Chest, LLC, has sought permission from the U.S.
Bankruptcy Court for the Middle District of Florida to employ
Stichter Riedel, Blain & Prosser, PA., as bankruptcy counsel.

Stichter Riedel will, among other things:

     (a) advise the Debtor with respect to its responsibilities in
         complying with the U.S. Trustee's Operating Guidelines
         and Reporting Requirements and with the Local Rules of
         the Court;

     (b) prepare motions, pleadings, orders, applications,
         adversary proceedings, and other legal documents
         necessary in the administration of this case;

     (c) protect the interest of the Debtor in all matters pending
         before the Court, including attendance at hearings; and

     (d) represent the Debtor in negotiations with its creditors
         in the preparation of a disclosure statement and a plan
         of reorganization.

Stichter Riedel will be paid based on the hourly rates of its
personnel:

         Russell M. Blain                    $460
         Stephen R. Leslie                   $355
         Partners                          $325-$475
         Associates                        $175-$325
         Paralegals                          $150

Stephen R. Leslie, Esq., at Stichter Riedel, assures the Court
that the firm is a "disinterested person," as that term is defined
in section 101(14) of the Bankruptcy Code, as modified by section
1107(b) of the Bankruptcy Code.

Saint Petersburg, Florida-based Treasure Chest, LLC, filed for
Chapter 11 bankruptcy protection on June 23, 2010 (Bankr. M.D.
Fla. Case No. 10-14976).  The Company estimated its assets and
debts at $10,000,001 to $50,000,000.


TRUVO INTERMEDIATE: S&P Cuts Corporate to 'D' after Ch. 11 Filing
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its long-
term corporate credit rating on Delaware-based international
publisher of classified directories TRUVO Intermediate LLC and its
related entities to 'D' (Default) from 'SD' (Selective Default).

The debt rating on TRUVO Subsidiary Corp.'s $200 million and
?395 million subordinated notes due 2014 remains unchanged at 'D'.
The recovery rating of '6' on these notes also remains unchanged.

"The rating actions reflect Truvo's filing for Chapter 11
bankruptcy protection in the U.S. in order to restructure its
debt," said Standard & Poor's credit analyst Carlo Castelli.  "All
Truvo's affiliated U.S. holding companies have also filed for
bankruptcy protection.  The European operating subsidiaries have
not sought protection under Chapter 11 or any other insolvency
regime."

Under its criteria, S&P lower the corporate credit rating to 'D'
after a bankruptcy filing or similar action, unless S&P believes
that debt service payments will continue to be made on a specific
issue.

Although S&P acknowledges that Truvo's European operating
subsidiaries have not sought bankruptcy protection, S&P does not
believe that Truvo will continue to make regular debt service
payments on the senior secured facilities that sit at the level of
the European subsidiaries.

S&P believes that any restructuring plan will involve the senior
secured debtholders.  This is highlighted by the fact that
approximately 75% of the senior secured lenders have agreed to the
plan support agreement.

S&P could raise the corporate credit rating on Truvo on completion
of the debt restructuring, when the terms and condition of the
restructuring will have been agreed and implemented.  However, at
this stage, S&P lacks all the necessary information to assess the
potential rating on Truvo post restructuring.  In particular, S&P
will need detailed information on the implication of the debt
restructuring; the new capital structure; strategy and liquidity
updates; management's operating forecasts and underlying
assumptions over the next few years; and information on the new
covenants.


UAL CORP: Registers 192MM Shares of Common Stock for Merger
-----------------------------------------------------------
UAL Corporation and Continental Airlines, Inc., filed with the
Securities and Exchange Commission a joint proxy statement and
prospectus on Form S-4 Registration Statement on June 25, 2010,
under the Securities Act of 1933 related to its proposed merger.

The companies will hold shareholder meetings at a yet to be
determined date to seek approval of the merger.  Upon
completion of the merger, UAL will be the parent company of both
Continental and United Air Lines, Inc. and UAL's name will be
changed to United Continental Holdings, Inc.  Continental
stockholders will receive 1.05 shares of UAL common stock for each
share of Continental Class B common stock that they own.

This exchange ratio is fixed and will not be adjusted to reflect
stock price changes prior to the closing of the merger.
Based on the closing price of UAL common stock on the NASDAQ
Global Select Market on April 30, 2010, the last trading day
before public announcement of the merger, the exchange ratio
represented approximately $22.68 in value for each share of
Continental common stock.  Based on the closing price of UAL
common stock on the NASDAQ on __________, 2010, the latest
practicable trading day before the date of this joint proxy
statement/prospectus, the exchange ratio represented approximately
$________ in value for each share of Continental common stock.

UAL stockholders will continue to own their existing UAL shares.
UAL and Continental currently expect the closing of the merger to
occur in the fourth quarter of 2010.  The merger is subject to
various regulatory clearances and the satisfaction or waiver of
other conditions, and it is possible that factors outside the
control of UAL and Continental could result in the merger being
completed at an earlier time, a later time or not at all.
The proxy statement also discloses prior merger talks between
the two companies as well as with other airlines.

                   UAL to Register Common Stock
                     for Issuance Under Merger

UAL wants to register 192,013,894 shares of common stock, par
value at $0.01 per share and having a maximum aggregate offering
price of $4,242,592,700 to be issued pursuant to the proposed
merger.  The number of shares of common stock to be registered is
based on the number of shares of Continental Airlines Class B
common stock outstanding and for issuance as of June 18, 2010.

UAL will pay $302,496 as registration fee of the shares of common
stock.  The registration fee is determined in accordance with
Section 6(b) of the Securities Act at a rate equal to $71.30 per
$1,000,000 of the proposed maximum aggregate offering price.

The proposed maximum aggregate offering price of UAL's common
stock was calculated based on the market value of shares of
Continental common stock in accordance with Rule 457(c) of the
Securities Act: the product of (a) $23.20, the average of the high
and low prices per share of Continental common stock on June 23,
2010, as quoted on the New York Stock Exchange, multiplied by (b)
$182,870,375.

A full-text copy of the preliminary prospectus is available at no
charge at http://ResearchArchives.com/t/s?656d

                           Form 425

In a Form 425 filed with the Securities and Exchange Commission on
July 1, 2010, UAL Corp. disclosed that the proposed merger between
United Air Lines, Inc. and Continental Airlines, Inc. will be
submitted to the stockholders of UAL and Continental for their
consideration.  In that light, UAL filed with the SEC a
registration statement on Form S-4 on June 25, 2010, that includes
a joint proxy statement of Continental and UAL that also
constitutes a prospectus of UAL.  UAL and Continental also plan to
file other documents with the SEC regarding the proposed
transaction.

The Form 425 further relates that an article was published
regarding Graham Atkinson, president of United's Mileage Plus, in
the July 2010 issue of Hemispheres, United's inflight magazine.  A
full-text copy of the article is available for free at:

              http://ResearchArchives.com/t/s?65c1

                Pilots Encounter Roadblock to Merger,
                  Cite Snag on Transition Pact

The pilots of United Air Lines, Inc. and Continental Airlines
Inc., represented by the Air Line Pilots Association,
International have run into a roadblock while negotiating a
transition agreement with the management of United and Continental
Airlines, according to a public statement dated June 25, 2010.

The transition agreement is an important first step in the process
that is designed to ultimately result in a joint collective
bargaining agreement (JCBA) and integrated seniority list.
Reaching an integrated seniority list allows the new merged
carrier to secure a single operating certificate and reap the full
potential of the merger.

"It is unbelievable that contract talks have stalled so early in
the process and for such a basic item as a transition agreement,"
said Capt. Jay Pierce, Chairman of the Continental pilots unit of
ALPA.  "We are stalled because of management's unwillingness to
compromise on matters that have little financial impact.  We have
heard the recent statements by Jeff Smisek, proclaiming the
virtues of the upcoming merger, touting the benefits coming to
labor because of the expected synergies and promising to work with
labor in good faith to complete our contracts.  However, if this
is an indication of management's approach, I have serious doubts
about how long it will be before any of the touted synergies can
be achieved."

Capt. Wendy Morse, Chairman for the United pilots, said, "As I've
consistently said, there is a right path and a wrong path.  This
merger could be simple if the right path is chosen.  Regrettably
it appears the companies at this early juncture are headed down
the wrong path.  Obviously, allowing talks to stall over non-
economic issues shows that management is once again choosing the
wrong path.  Failure by management to choose the right path will
lead to very predictable results; results that will not attain
anywhere near the forecasted synergies that are being touted about
this transaction.  Both Mr. Tilton and Mr. Smisek stated recently
before Congress the importance of recognizing labor in this deal.
At this juncture, their words ring hollow."

Capt. Pierce added, "Since the merger announcement on May 3, I
have expressed my opinion that it was possible to reach a joint
collective bargaining agreement by this fall, predicated on the
willingness of management to expeditiously recognize and reward
the contributions of pilots to the ultimate success of the merger.
As I have said before, this merger can provide many
opportunities.  Those opportunities cannot be achieved if
management refuses to return to the table to negotiate in good
faith.  We have done our part and are ready and willing to
continue work toward a transition agreement that meets
the needs of both sides."

"Fortunately, management has time to correct this misstep in the
merger process," added Capt. Morse.  "But time is of the essence
to show the employees and the world that this merger will be
successful.  Management still has the opportunity to recognize the
value pilots bring to this process, and it will be necessary they
correct this in a timely manner.  Success requires that
management continue to focus on getting past these initial issues
and allow us to move forward with the Joint Collective Bargaining
process."

                   About Continental Airlines

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

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

                          *     *     *

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

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

                    About UAL Corporation

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

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

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


UAL CORP: Facing Lawsuit Over Continental Merger Concerns
---------------------------------------------------------
United Air Lines, Inc. and Continental Airlines Inc. were sued by
certain individuals over claims that the proposed merger would
lessen competition and lead to higher fares, Reuters reports.

A complaint was filed in the U.S. District Court for the Northern
District of California, listing more than 45 individual
plaintiffs, Reuters relates.

"The effect of the announced merger between United and Continental
may be to substantially lessen competition or to tend to create a
monopoly," Reuters quotes from the complaint.

However, Continental spokesperson Julie King said in an e-mailed
statement to Reuters that the company believes the lawsuit has no
merit and will vigorously defend what it believes to be a
transaction in the best interests of Continental, its shareholders
and the flying public.

Jean Medina, United's spokesperson, disclosed that United is
cooperating with the U.S. Department of Justice as it thoroughly
reviews the merger, Reuters adds.

                    About UAL Corporation

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

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

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


UAL CORP: Files 2009 Annual Reports of Four 401(K) Plans
--------------------------------------------------------
In separate regulatory filings with the U.S. Securities and
Exchange Commission, dated June 25, 2010, Deloitte &
Touche LLP, reported that it audited the statements of net assets
available for the benefit of United Airlines, Inc.'s (i) Flight
Attendant 401(k) Plan, (ii) Pilot Directed Account Plan, (iii)
Ground Employee 401(k) Plan, and (iv) Management and
Administrative 401(k) Plan.

Fidelity Management Trust Company is the trustee of the Plans.
Fidelity Investments Institutional Operations Company, Inc.
serves as the transfer agent and recordkeeper of the Plans.

The Flight Attendant Plan includes flight attendants represented
by the Association of Flight Attendants - CWA.  Under the Flight
Attendant Plan, eligible employees may elect to make voluntary
pretax contributions to the Flight Attendant Plan from 1% to 30%
of filigble earnings.  Eligible employees may also elect to
contribute additional pretax contributions of 1% to 90% of their
net tax pay.

         United Airlines Flight Attendant 401(k) Plan
         Statement of Net Assets Available for Benefits
                  As of December 31, 2009
                      (in thousands)

Assets:
Plan interest in Master Trust, at fair value      $1,272,841
                                              --------------
Total assets                                       1,272,841
                                              --------------

Liabilities:
Accrued expenses                                         (54)
Excess contributions payable                               -
                                              --------------
Total liabilities                                        (54)
                                              --------------

Net assets available for benefits, at fair value    1,272,787

Adjustment from fair value to contract value
for fully benefit-responsive investment               (1,389)
                                              --------------
Net assets available for benefits                  $1,271,398
                                              ==============

          United Airlines Flight Attendant 401(k) Plan
    Statement of Changes in Net Assets Available for Benefits
                for the Year Ended December 31, 2009
                        (in thousands)

Additions:
Participant contributions                            $36,082
Employer contributions                                25,586
Rollover contributions                                   378
                                              --------------
                                                      62,046
                                              --------------
Plan's interest in Master Trust investment income:
Net appreciation in value of investments             202,163
Dividends                                             13,362
Interest                                               9,716
                                              --------------
Net investment income                               225,241
                                              --------------
Total additions                                       287,287
                                              --------------
Deductions:
Benefits paid to participants                        (61,662)
Net transfers to affiliated plans                       (884)
Administrative expenses                                 (186)
                                              --------------
Total deductions                                     (62,732)
                                              --------------
Increase in net assets                                224,555

Net Assets Available for Benefits
Beginning of year                                  1,046,843
                                              --------------
End of year                                       $1,271,398
                                              ==============

The Pilot Directed Plan covers all employees of United who are
represented by the Air Line Pilots Association, International.
United contributes to the Plan an amount equal to 16% of
participant eligible earnings.  Company contributions on
behalf of a participant are allocated directly to each
participant's account.  The participant is not required to
contribute to the Plan to receive this direct employer
contribution.

        United Airlines Pilot Directed Account Plan
       Statement of Net Assets Available for Benefits
                   As of December 31, 2009
                        (in millions)

Assets:
Participant-directed investments, at fair value       $2,828
Contributions receivable                                  12
Pending trace receivables - net                            6
Accrued income-net                                         3
Collateral received for securities loaned                  -
                                              --------------
Total assets                                           2,849
                                              --------------

Liabilities:
Pending trade payables - net                               -
Other liability                                           (2)
Obligation for collateral received for
securities loaned                                         -
                                              --------------
Total liabilities                                         (2)
                                              --------------

Net assets available for benefits, at fair value       $2,847
                                              ==============

         United Airlines Pilot Directed Account Plan
   Statement of Changes in Net Assets Available for Benefits
              for the Year Ended December 31, 2009
                          (in millions)

Additions:
Contributions:
Participant contributions                              $135
Employer contributions                                   41
                                              --------------
Total contributions                                      176
                                              --------------
Investment income:
Net appreciation in fair value of investments           408
Dividends and interest                                   27
Other income                                             10
                                              --------------
Net investment income                                   445
                                              --------------
Total additions                                           621
                                              --------------
Deductions:
Benefits paid to participants                            (95)
Administrative expenses                                  (10)
                                              --------------
Total deductions                                        (105)
                                              --------------
Increase in net assets                                    516

Net Assets Available for Benefits
Beginning of year                                      2,331
                                              --------------
End of year                                           $2,847
                                              ==============

The Ground Employee Plan covers all employees represented by the
International Brotherhood of Teamsters and the International
Association of Machinists and Aerospace Workers.

          United Airlines Ground Employee 401(k) Plan
        Statement of Net Assets Available for Benefits
                  As of December 31, 2009
                       (in thousands)

Assets:
Plan interest in Master Trust, at fair value      $1,389,196
                                              --------------
Total assets                                       1,389,196
                                              --------------

Liabilities:
Accrued expenses                                         (54)
                                              --------------
Total liabilities                                        (54)
                                              --------------

Net assets available for benefits, at fair value    1,389,142

Adjustment from fair value to contract value
for fully benefit-responsive investment               (2,695)
                                              --------------
Net assets available for benefits                  $1,386,447
                                              ==============

          United Airlines Ground Employee 401(K) Plan
  Statement of Changes in Net Assets Available for Benefits
             for the Year Ended December 31, 2009
                        (in thousands)

Additions:
Participant contributions                            $44,878
Employer contributions                                16,572
Rollover contributions                                   387
                                              --------------
                                                      61,837
                                              --------------
Plan's interest in Master Trust's dividend and
interest income:
Net appreciation in value of investments             208,135
Interest                                              13,170

Dividends                                             11,912
Net transfers from other affiliated plans               1,109
                                              --------------
Total additions                                      296,163
                                              --------------
Deductions:
Benefits paid to participants                        (85,599)
Administrative expenses                                 (557)
                                              --------------
Total deductions                                     (86,156)
                                              --------------
Increase in net assets                                210,007

Net Assets Available for Benefits
Beginning of year                                  1,176,440
                                              --------------
End of year                                       $1,386,447
                                              ==============

The Management and Administrative Plan covers all employees who
are classified as management employees, officers, administrative,
employees, meteorologists, test pilots, maintenance instructors,
engineers and flight dispatchers.

   United Airlines Management and Administrative 401(k) Plan
       Statement of Net Assets Available for Benefits
                   As of December 31, 2009
                       (in thousands)

Assets:
Plan interest in Master Trust, at fair value        $935,219
                                              --------------
Total assets                                         935,219
                                              --------------

Liabilities:
Accrued expenses                                         (54)
                                              --------------
Total liabilities                                        (54)
                                              --------------

Net assets available for benefits, at fair value      935,165

Adjustment from fair value to contract value
for fully benefit-responsive investment               (1,384)
                                              --------------
Net assets available for benefits                    $933,781
                                              ==============

   United Airlines Management and Administrative 401(k) Plan
   Statement of Changes in Net Assets Available for Benefits
            for the Year Ended December 31, 2009
                     (in thousands)

Additions:
Participant contributions                            $38,527
Employer contributions                                31,609
Rollover contributions                                 1,275
                                              --------------
                                                      71,411
                                              --------------

Plan's interest in Master Trust's dividend and
interest income:
Net appreciation in value of investments             152,098
Dividends                                             10,523
Interest                                               5,938
                                              --------------
Total additions                                      168,559
                                              --------------
Deductions:
Benefits paid to participants                        (70,831)
Administrative expenses                                 (179)
Net transfers to other affiliated plans                 (224)
                                              --------------
Total deductions                                     (71,234)
                                              --------------
Increase in net assets                                168,736

Net Assets Available for Benefits
Beginning of year                                    765,045
                                              --------------
End of year                                         $933,781
                                              ==============

Full-text copies of the Annual Reports on Form 11-K are available
for free at the SEC:

* Flight Attendant Plan, at:
  http://ResearchArchives.com/t/s?65a9

* Pilot Directed Account Plan, at:
  http://ResearchArchives.com/t/s?65aa

* Ground Employee Plan, at:
  http://ResearchArchives.com/t/s?65a8

* Management and Administrative Plan, at:
  http://ResearchArchives.com/t/s?65a7

                    About UAL Corporation

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

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

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


UNIFI INC: Completes Redemption of $15 Million Senior Notes
-----------------------------------------------------------
Unifi Inc. has completed the redemption of an aggregate principal
amount of $15,000,000 of its 11.5% Senior Secured Notes due 2014.
The Company redeemed the Notes pursuant to their terms at 105.75%
of the principal amount plus unpaid and accrued interest.

The total aggregate redemption price was approximately
$16.1 million, including approximately $0.2 million in accrued
interest.  The Company financed the redemption through a
combination of internally generated cash and borrowings under its
revolving credit facility. Upon completion of this partial
redemption, approximately $163.7 million principal amount of the
Notes remain outstanding.

As a result of this partial redemption, the Company expects to
record in the first quarter of fiscal 2011 a one-time charge for
early extinguishment of debt of $1.1 million.  The Company expects
this partial redemption to result in savings of approximately
$1.7 million in annualized net interest expense.

                         About Unifi

Unifi, Inc. (NYSE: UFI) -- http://www.unifi.com/and
http://www.repreve.com/-- is a diversified producer and processor
of multi-filament polyester and nylon textured yarns and related
raw materials.  The Company adds value to the supply chain and
enhances consumer demand for its products through the development
and introduction of branded yarns that provide unique performance,
comfort and aesthetic advantages.  Key Unifi brands include, but
are not limited to: AIO(R) - all-in-one performance yarns,
SORBTEK(R), A.M.Y.(R), MYNX(R) UV, REPREVE(R), REFLEXX(R),
MICROVISTA(R) and SATURA(R). Unifi's yarns and brands are readily
found in home furnishings, apparel, legwear, and sewing thread, as
well as industrial, automotive, military, and medical
applications.

As reported by the Troubled Company Reporter on November 20, 2009,
Moody's Investors Service revised Unifi, Inc.'s ratings outlook to
stable from negative.  Moody's affirmed the company's Caa1
Corporate Family and Probability of Default Ratings, and the Caa2
rating on its senior secured notes due 2014.


UNITY MUTUAL: AM Best Downgrades Financial Strength Rating to C++
-----------------------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating to C++
(Marginal) from B- (Fair) and issuer credit rating to "b+" from
"bb-" of Unity Mutual Life Insurance Company (Unity Mutual)
(Syracuse, NY).  The outlook for both ratings has been revised to
negative from stable.

The rating actions reflect Unity Mutual's weakened capital
position on both an absolute and risk-adjusted basis, as measured
by Best's Capital Adequacy Ratio.  This significant decline is due
to operating results and investments in affiliates, as well as a
required increase in the funding for Unity Mutual's pension plan
minimum liability in 2009.  A.M. Best notes that the capital
structure of the company is supported by a $3 million surplus
note.

Unity Mutual has executed several transactions in recent years in
an effort to raise capital or enhance operating or investment
results.  During 2008, the company reinsured a substantial portion
of its business in force, resulting in an $8.85 million surplus
increased due to ceding commission received.  However, in 2009,
most of this surplus gain eroded.  Unity Mutual also has limited
new business production from time to time in an effort to control
policy acquisition expenses and monitor the performance of its
business.  Unity Mutual also successfully recaptured reinsurance
from a distressed counterparty; however, this business has
experienced adverse mortality.  In 2009, the company elected to
participate in the government sponsored term asset-backed
securities loan facility, and has borrowed $21.2 million for
enhancing investment income.

Unity Mutual maintains an investment portfolio with no exposure to
mortgage loans or real estate, and has a bond portfolio with only
a modest exposure to below investment grade securities.  Unity
Mutual does have exposure to affiliated investments, which account
for nearly two-thirds of its surplus.

The negative outlook on the ratings reflects concerns regarding
potential additional declines in surplus as a result of adverse
mortality experience, the potential for continued operational and
investment losses and Unity Mutual's limited financial flexibility
as a mutual insurance company.


VITESSE SEMICONDUCTOR: Approves 1-for-20 Reverse Stock Split
------------------------------------------------------------
Vitesse Semiconductor Corporation approved 1-for-20 reverse split
of its common stock has been completed. Trading of the Company's
common stock on a split-adjusted basis begins at the open of
trading on July 1, 2010. The shares will trade with the new CUSIP
number 928497304.

The reverse stock split automatically combines each 20 shares of
issued and outstanding common stock into one share of common
stock.  Vitesse will not issue fractional shares in connection
with the reverse stock split and stockholders otherwise entitled
to a fractional share will receive cash in lieu of the fractional
share.  Each stockholder's percentage ownership in the Company and
proportional voting power will remain unchanged after the reverse
stock split, except for minor changes and adjustments resulting
from the treatment of fractional shares.

Stockholders with shares held in book-entry form or through a
bank, broker, or other nominee are not required to take any action
and will see the impact of the reverse stock split reflected in
their accounts.  Beneficial holders may contact their bank,
broker, or nominee for more information.

Stockholders with shares held in certificate form are required to
exchange their stock certificates for a book-entry statement of
holdings or a new certificate representing the shares of common
stock resulting from the reverse split.  Shortly after June 30,
2010, registered holders who hold stock in certificate form will
receive a Letter of Transmittal and instructions for exchanging
their certificates from Computershare Investor Services, Vitesse's
transfer agent.

Effective July 1, 2010, the conversion price of the Company's 2014
Convertible Debentures will adjust to $4.50 as a result of the
reverse stock split.

                          About Vitesse

Based in Camarillo, California, Vitesse Semiconductor Corporation
(Pink Sheets: VTSS.PK) -- http://www.vitesse.com/-- designs,
develops and markets a diverse portfolio of semiconductor
solutions for Carrier and Enterprise networks worldwide.

Vitesse had total assets of $87,633,000 against total debts of
$130,120,000 and Series B preferred stock of $1,113,000, resulting
in shareholders' deficit of $43,600,000 as of December 31, 2009.

Vitesse entered into debt restructuring agreements in October 2009
with its major creditors, which allow the Company to satisfy its
creditors by converting most of its debt into new common stock,
preferred stock and new convertible debentures.  Vitesse is
seeking stockholder approval to increase the number of authorized
shares of the Company's common stock from 500,000,000 to
5,000,000,000 in conjunction with the debt restructuring
agreements.  The Company has warned if stockholders do not approve
the proposal to authorize the Company to issue more shares by
February 15, 2010, it will face a 1.0% per month interest charge
on the New Debentures (at a cost of about $500,000 per month)
beginning on February 16, 2010 and continuing until the increase
in the authorized shares is approved.  In addition, the holders of
the New Debentures will have the right to demand repayment of the
principal amount of the debt, plus potentially certain make-whole
interest payments representing interest that would have been
earned if the bonds had not been converted early.  The Company
could potentially be forced to file for protection from creditors
under Chapter 11 of the U.S. Bankruptcy Code.


YRC WORLDWIDE: Carl Vogt Resigns From Board of Directors
--------------------------------------------------------
YRC Worldwide Inc. reported that Carl W. Vogt resigned from the
Board of Directors of the Company effective June 29, 2010 after
the Company's 2010 annual meeting of stockholders.  The Board has
appointed William L. Trubeck to the Compensation Committee of the
Board to replace Mr. Vogt.

Effective June 29, 2010, the Board elected Teresa Ghilarducci to
fill the vacancy left by the resignation of Mr. Vogt. Pursuant to
the terms of the MOU, Ms. Ghilarducci was selected by the
Teamsters and approved by the Board.  Ms. Ghilarducci is a
Professor in Economic Policy Analysis and the Director of the
Schwartz Center for Economic Policy Analysis at The New School for
Social Research.  Ms. Ghilarducci also serves as a trustee of
various health and pension funds.

Ms. Ghilarducci's experience with pension finance, as well as her
service as trustee of various health and pension funds, will allow
her to provide the Board with important insight into pension and
other financial matters facing the Company.  The Board has
appointed Ms. Ghilarducci as the sole member to a newly created
Pension and Benefit Strategy Committee, which will advise the
Board on strategic issues related to pension and benefits provided
by the Company to its employees.

Pursuant to the Director Plan, Ms. Ghilarducci will receive:

   * an annual board retainer of $45,000 and an annual retainer of
     $4,500 for chair of the Pension Benefits and Strategy
     Committee, which retainers have been reduced by 10% from
     $50,000 and $5,000, respectively, in conjunction with the 10%
     reduction in employee wages and salaries in January 2009;

   * an annual grant of restricted share units valued at $77,500;
     the restricted share units will vest in one-third increments
     on each of the first, second and third anniversaries of the
     grant date and will be evidenced by the Company's standard
     form  of director share unit agreement; and

   * cash fees for each Board and Board committee meeting that she
     attends.

                        About YRC Worldwide

Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ:
YRCW) -- http://www.yrcw.com/-- is a holding company that through
wholly owned operating subsidiaries offers its customers a wide
range of transportation services.  These services include global,
national and regional transportation as well as logistics.

The Company's balance sheet as of March 31, 2010, showed
$2.919 billion in assets and $3.024 billion of liabilities, for a
stockholders' deficit of $104.9 million.

                          *     *     *

As reported in the Troubled Company Reporter on March 18, 2010,
KPMG LLP, in Kansas City, Missouri, expressed substantial doubt
about YRC Worldwide's ability to continue as a going concern in
its report on the Company's consolidated financial statements as
of and for the year ended December 31, 2009.  The independent
auditors noted that the Company has experienced significant
declines in operations, cash flows, and liquidity.


* 1 Default Last Week Brings S&P's 2010 Global Total to 42
----------------------------------------------------------
One corporate issuer defaulted last week, raising the year-to-date
2010 tally of global corporate defaults to 42, said an article
published by Standard & Poor's, titled "Global Corporate Default
Update (June 25 - July 1, 2010) (Premium)."

By region, the current year-to-date default tallies are 30 in the
U.S., two in Europe, four in the emerging markets, and six in the
other developed region (Australia, Canada, Japan, and New
Zealand).

So far this year, distressed exchanges account for 14 defaults,
Chapter 11 filings and missed interest or principal payments are
responsible for 11 each, regulatory directives and receiverships
account for one each, and the remaining four defaulted issuers are
confidential.

Of the global corporate defaulters in 2010, 41% of issues with
available recovery ratings had recovery ratings of '6' (indicating
our expectation for negligible recovery of 0%-10%), 13% of the
issues had recovery ratings of '5' (modest recovery prospects of
10%-30%), 8% had recovery ratings of '4' (average recovery
prospects of 30%-50%), and 21% had recovery ratings of '3'
(meaningful recovery prospects of 50%-70%).  And for the remaining
two rating categories, 15% of the issues had recovery ratings of
'2' (substantial recovery prospects of 70%-90%) and 3% had
recovery ratings of '1' (very high recovery prospects of 90%-
100%).


* Experts See Slew of Bankruptcies Amid Gulf Coast Oil Spill
------------------------------------------------------------
Rachel Feintzeig at Dow Jones Daily Bankruptcy Review reports that
experts say a slew of small- and mid-sized businesses in the Gulf
Coast could soon seek shelter in bankruptcy court or simply shut
their doors without enough cash or customers to make
reorganization a reality.

"The effect of the oil spill will be to destroy a lot of
businesses," said Lynn LoPucki, a law professor at the University
of California, Los Angeles, according to Ms. Feintzeig, "and that
destruction will be contagious."

Dow Jones says Loretta Cross, a manager partner at Grant Thornton,
who specializes in the oil and gas sector, has drilling companies,
supply boats and rig-staffing companies on her radar as the leak
continues to spew oil into the Gulf.  But the economic impact of
fishing and drilling moratoriums, coupled with the blow from
tainted beaches during the summer vacation season, could also
topple companies in the tourism, restaurant and boating
industries.

"It's a chain reaction," said R. Patrick Vance, Esq., a bankruptcy
attorney with Jones Walker in New Orleans, according to Dow Jones.

Dow Jones says bankruptcy filings may not immediately follow the
devastation.  Experts, according to Dow Jones, say it usually
takes anywhere from six months to a year before filing statistics
begin to register the jolt to the economy.

Dow Jones relates Samuel Gerdano, the executive director of the
American Bankruptcy Institute, cited a study on post-hurricane
bankruptcy filings that revealed a 30% bump in filings two years
after the storm and a 45% rise three years later.

According to Dow Jones, Attorney B. Andrew Monaghan at Harrell,
Whetstone & Monaghan LLC, said he's seen the same phenomenon play
out in Gulf Shores, Ala., which has gone from bustling summer
getaway to "ghost town" in recent weeks.  Mr. Monaghan said he's
been approached by local small businesses that have seen demand
for their services drop off or totally evaporate, but no one is
quite ready to file a bankruptcy petition.  Even players in the
real-estate industry, who had already been suffering in the
depressed economy, are still in a bit of denial, according to Mr.
Monaghan.


* Moody's Sees Liquidity-Stress Index Turning to Decline
--------------------------------------------------------
Bloomberg News reports that Moody's Investors Service said last
week that a long period of improving liquidity for speculative-
grade issues may be drawing to a close.  Moody's said the
conclusion partially stemmed from nine downgrades of junk-rated
companies in June, the most for a month since April 2009.  Moody's
attributed greater stress on lower-rated companies in part to
increasing difficulty in attracting new financing.  June saw a
"small but clear reversal" in Moody's index of stress on junk-
rated companies.  Although more companies were in the lower junk
ratings in June than May, the 11 upgrades in June exceeded the
month's 9 downgrades, Moody's said.


* Venable Adds to Bankruptcy Practice in Los Angeles
----------------------------------------------------
Following quickly on the heels of the addition of California
bankruptcy attorney Hamid R. Rafatjoo in May, Venable added
insolvency and restructuring attorney Jennifer L. Nassiri to its
Los Angeles office.  The move further strengthens Venable's
growing Los Angeles corporate practice and helps it to leverage
its nationally recognized bankruptcy practice.

Mr. Nassiri, who comes to Venable from DLA Piper, has known
Rafatjoo since 2004 during their work on a large bankruptcy
matter, and came to the firm to work with him again.  She
represents borrowers and lenders on restructuring, insolvency and
distressed debt obligations -- both in and out of court.  She
advises landlords and tenants in bankruptcy and potential
bankruptcy situations, and has prosecuted more than 250 fraudulent
transfer and preferential transfer actions.  She has represented
creditors and creditors' committees, alike.  She will serve as Of
Counsel to the firm.

"I have always been impressed with the skill and wisdom Jennifer
has brought to her clients in these difficult and trying
situations," Mr. Rafatjoo said recently.  "Especially now with the
resurgence of bankruptcy, she will add great depth and bandwidth
to our practice here and to the firm nationally."

Among her recent work, Ms. Nassiri represented a significant trade
creditor in the bankruptcy of a major automaker, she represented a
large landlord in the bankruptcy of a brand name retailer, and she
advised a national franchisor in the bankruptcy of one of its
franchisees.  She has been active in her community, volunteering
for the Kids in Court program, which introduces disadvantaged
children to courthouse tours, art contests and mock trials.

"Venable is a great place for me to continue to develop my
practice," Ms. Nassiri noted.  "I've always wanted to expand into
the type of bankruptcy work that Hamid does, so I am very excited
to work with him and his creditor committee clients."

Ms. Nassiri earned her law degree from Loyola Marymount University
in 2000 and spent more than six years with DLA Piper.  She has
been selected for inclusion in Super Lawyer's Southern California
Rising Stars Edition from 2007 to 2010, which is published in Los
Angeles and Law & Politics magazines.

"Being able to bring aboard both Hamid and Jennifer this year
represents a major and exciting step in the expansion of our
bankruptcy practice in Los Angeles and nationwide," said Gregory
Cross, chair of Venable's Bankruptcy Group and a 2010 "Dealmaker
of the Year" by American Lawyer.

Venable's Bankruptcy Practice Group has received major plaudits
from national industry publications, including its recent
recognition by Law 360 as one of the nation's top five bankruptcy
practices.

An American Lawyer top 100 law firm, Venable LLP has attorneys
practicing in all areas of corporate and business law, complex
litigation, intellectual property and government affairs.  Venable
serves corporate, institutional, governmental, nonprofit and
individual clients throughout the U.S. and around the world from
its headquarters in Washington, DC, and offices in California,
Maryland, New York, and Virginia.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                                          Total
                                               Total     Share-
                                    Total    Working   Holders'
                                   Assets    Capital     Equity
   Company          Ticker          ($MM)      ($MM)      ($MM)
   -------          ------         ------    -------   --------
AUTOZONE INC        AZO US        5,452.8     (293.1)    (462.0)
LORILLARD INC       LO US         2,902.0      718.0      (37.0)
DUN & BRADSTREET    DNB US        1,699.5     (454.1)    (778.3)
ALLIANCE DATA       ADS US        7,919.8    3,352.2      (53.6)
MEAD JOHNSON        MJN US        1,996.7      319.9     (583.7)
NAVISTAR INTL       NAV US        8,940.0    1,251.0   (1,198.0)
BOARDWALK REAL E    BEI-U CN      2,332.1        -        (57.6)
BOARDWALK REAL E    BOWFF US      2,332.1        -        (57.6)
TAUBMAN CENTERS     TCO US        2,572.3        -       (494.8)
CHOICE HOTELS       CHH US          360.6       (6.3)    (115.0)
COOPER-STANDARD     COSHE US      1,686.4      433.1     (304.3)
LINEAR TECH CORP    LLTC US       1,615.8      742.7      (50.7)
SUN COMMUNITIES     SUI US        1,173.3        -       (118.3)
WEIGHT WATCHERS     WTW US        1,093.0     (408.5)    (700.1)
IPCS INC            IPCS US         559.2       72.1      (33.0)
CABLEVISION SYS     CVC US        7,364.2       54.8   (6,201.5)
WR GRACE & CO       GRA US        3,957.9    1,177.5     (234.4)
TENNECO INC         TEN US        3,034.0      203.0      (14.0)
MOODY'S CORP        MCO US        2,003.3     (138.9)    (534.0)
UAL CORP            UAUA US      19,952.0   (1,019.0)  (2,887.0)
DISH NETWORK-A      DISH US       8,689.0      305.1   (1,850.3)
UNISYS CORP         UIS US        2,711.8      320.6   (1,221.7)
HEALTHSOUTH CORP    HLS US        1,716.1       90.6     (474.5)
NATIONAL CINEMED    NCMI US         620.4      106.9     (462.7)
VECTOR GROUP LTD    VGR US          743.1      231.5      (13.4)
CHENIERE ENERGY     CQP US        1,883.2       37.6     (491.7)
VENOCO INC          VQ US           799.5       10.6     (127.6)
PROTECTION ONE      PONE US         562.9       (7.6)     (61.8)
EXPRESS INC         EXPR US         718.1       38.4      (81.8)
PETROALGAE INC      PALG US           4.7      (13.9)     (48.0)
DISH NETWORK-A      EOT GR        8,689.0      305.1   (1,850.3)
METALS USA HOLDI    MUSA US         655.4      294.1      (43.0)
REGAL ENTERTAI-A    RGC US        2,588.9     (168.9)    (260.7)
JUST ENERGY INCO    JE-U CN       1,353.1     (513.7)    (503.2)
ARVINMERITOR INC    ARM US        2,769.0      345.0     (877.0)
THERAVANCE          THRX US         249.9      196.6     (113.0)
CARDTRONICS INC     CATM US         449.3      (36.6)      (2.3)
TEAM HEALTH HOLD    TMH US          797.4       52.1      (58.6)
MERU NETWORKS IN    MERU US          88.8        0.5       (4.1)
WORLD COLOR PRES    WC CN         2,641.5      479.2   (1,735.9)
LIBBEY INC          LBY US          776.9      128.0      (18.3)
DOMINO'S PIZZA      DPZ US          427.6       92.8   (1,290.0)
WORLD COLOR PRES    WCPSF US      2,641.5      479.2   (1,735.9)
GRAHAM PACKAGING    GRM US        2,126.4      187.6     (629.0)
WORLD COLOR PRES    WC/U CN       2,641.5      479.2   (1,735.9)
REVLON INC-A        REV US          765.8       63.9   (1,027.2)
INCYTE CORP         INCY US         502.7      332.9     (114.4)
KNOLOGY INC         KNOL US         641.7       30.9      (28.3)
FORD MOTOR CO       F US        195,485.0   (7,269.0)  (5,437.0)
COMMERCIAL VEHIC    CVGI US         276.8      105.5      (10.7)
AFC ENTERPRISES     AFCE US         114.6       (2.0)     (11.5)
INTERMUNE INC       ITMN US         190.9      102.8      (21.3)
FORD MOTOR CO       F BB        195,485.0   (7,269.0)  (5,437.0)
UNITED RENTALS      URI US        3,584.0       30.0      (48.0)
CENTENNIAL COMM     CYCL US       1,480.9      (52.1)    (925.9)
JAZZ PHARMACEUTI    JAZZ US         106.7      (31.2)     (69.0)
SALLY BEAUTY HOL    SBH US        1,531.5      366.1     (553.1)
BROADSOFT INC       BSFT US          68.3        1.7       (6.4)
US AIRWAYS GROUP    LCC US        7,808.0     (445.0)    (447.0)
RURAL/METRO CORP    RURL US         286.2       38.7     (100.9)
BLUEKNIGHT ENERG    BKEP US         303.6      (15.3)    (147.2)
EPICEPT CORP        EPCT SS           6.3        0.2      (12.7)
ALIMERA SCIENCES    ALIM US          16.3        3.5      (42.7)
AMER AXLE & MFG     AXL US        1,967.6       (0.3)    (545.4)
HALOZYME THERAPE    HALO US          65.2       48.9       (3.2)
CC MEDIA-A          CCMO US      17,400.0    1,279.2   (7,054.8)
NPS PHARM INC       NPSP US         140.4       95.2     (227.6)
AMR CORP            AMR US       25,525.0   (1,407.0)  (3,892.0)
WABASH NATIONAL     WNC US          249.0     (154.6)     (62.4)
RSC HOLDINGS INC    RRR US        2,669.6      (66.1)      (9.8)
MANNKIND CORP       MNKD US         243.3        8.5     (100.9)
SANDRIDGE ENERGY    SD US         2,971.7      (33.9)    (171.3)
PALM INC            PALM US       1,007.2      141.7       (6.2)
PDL BIOPHARMA IN    PDLI US         358.3      (83.5)    (501.1)
SINCLAIR BROAD-A    SBGI US       1,576.6       48.1     (187.8)
CENVEO INC          CVO US        1,563.5      212.7     (180.6)
QWEST COMMUNICAT    Q US         19,362.0     (585.0)  (1,120.0)
VIRGIN MOBILE-A     VM US           307.4     (138.3)    (244.2)
LIN TV CORP-CL A    TVL US          780.6       22.9     (164.2)
ACCO BRANDS CORP    ABD US        1,062.7      240.1     (118.0)
IDENIX PHARM        IDIX US          61.0       16.8      (20.7)
WARNER MUSIC GRO    WMG US        3,752.0     (557.0)    (116.0)
CONSUMERS' WATER    CWI-U CN        895.2       (5.3)    (254.9)
GREAT ATLA & PAC    GAP US        2,827.2      201.3     (396.4)
GENCORP INC         GY US         1,018.7      114.6     (268.0)
GLG PARTNERS-UTS    GLG/U US        403.5      155.5     (285.9)
GLG PARTNERS INC    GLG US          403.5      155.5     (285.9)
EASTMAN KODAK       EK US         7,178.0    1,588.0      (53.0)
HOVNANIAN ENT-B     HOVVB US      2,029.1    1,358.9     (137.0)
HOVNANIAN ENT-A     HOV US        2,029.1    1,358.9     (137.0)
EXELIXIS INC        EXEL US         284.2      (32.7)    (199.3)
ARRAY BIOPHARMA     ARRY US         131.5       21.5     (109.5)



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard
C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez,
Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2010.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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